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                                                                    EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of April
30, 2004 by and among Capital Environmental Resource Inc., a corporation
incorporated under the laws of the Province of Ontario (the "Company"), and the
parties identified as Investors on Schedule A hereto (each individually an
"Investor" and collectively the "Investors").

      WHEREAS, the Company and the Investors have entered into that certain
Common Share Subscription Agreement, dated as of the date hereof (the
"Subscription Agreement"), pursuant to which the Company is issuing and selling
to the Investors (i) up to an aggregate of thirteen million four hundred
thousand (13,400,000) of the Company's common shares and (ii) warrants to
purchase common shares of the Company;

      WHEREAS, the Company intends to consummate a reorganization transaction in
which the Company will become an indirect subsidiary of Waste Services, Inc.
("U.S. Newco"), which is currently the Company's wholly-owned U.S. subsidiary
(the "U.S. Migration");

      WHEREAS, in connection with the U.S. Migration, each outstanding Common
Share is expected to be converted into one share of common stock of U.S. Newco
(the "U.S. Newco Common Stock") in a transaction qualifying for an exemption
from registration under Section 3(a)(10) of the Securities Act, and such shares
of U.S. Newco Common Stock are expected to be freely tradable without
restriction by non-Affiliates of the Company; and

      WHEREAS, the execution and delivery of this Agreement is a condition to
closing of the Common Share Subscription Agreement.

      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.    Definitions. For purposes of this Agreement:

                  (a)   "Affiliate" shall have the meaning ascribed to such term
in Rule 405 under the Securities Act.

                  (b)   "Common Shares" means the common shares of the Company.

                  (c)   "Closing Date" means the date of the closing of the
Common Share Subscription Agreement.

                  (d)   "Exchange Act" means the Securities Exchange Act of
1934, as amended, and the rules and regulations of the SEC promulgated
thereunder.

                  (e)   "Holder" means any Person owning or having the right to
acquire Registrable Securities, or any assignee thereof in accordance with
Section 11 hereof.

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                  (f)   "Person" means any individual, partnership, limited
liability company, joint venture, corporation, association, trust or any other
entity or organization.

                  (g)   "Register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act and the declaration or
ordering of effectiveness of such registration statement or document.

                  (h)   "Registrable Securities" means (1) any Shares, (2) any
securities issuable upon exercise of the Warrants and (3) any Common Shares
issued to the Investor (or any assignee thereof in accordance with Section 11)
as (or issuable upon conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of, such Common Shares; provided, however,
that any Registrable Securities sold by an Investor in a transaction in which
such Investor's rights under this Agreement are not assigned pursuant to Section
11 below shall cease to be Registrable Securities from and after the time of
such sale. In addition, any securities shall cease to be Registrable Securities
from and after such time as they (4) are sold to the public in a registered
public offering (5) are eligible for sale pursuant to Rule 144 under the
Securities Act or (6) become freely tradable without restriction imposed by the
Securities Act in connection with the U.S. Migration or otherwise. For purposes
of determining whether any securities shall have ceased to be Registrable
Securities hereunder, such securities shall be deemed to be held by a person
that is a not an Affiliate of the Company.

                  (i)   "SEC" means the United States Securities and Exchange
Commission.

                  (j)   "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                  (k)   "Shares" means the Common Shares sold to the Investors
pursuant to the Subscription Agreement; provided, however, that upon completion
of the U.S. Migration the term "Shares" shall mean the shares of U.S. Newco
common stock issued to the Investors in exchange for their Common Shares in
connection with the U.S. Migration.

                  (l)   "Violation" means any of the following statements,
omissions or violations: (i) any untrue statement or alleged untrue statement of
a material fact contained in a registration statement filed pursuant to this
Agreement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto or any documents filed under
state securities or "blue sky" laws in connection therewith, or (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not misleading.

                  (m)   "Warrants" means the warrants to purchase Common Shares
issued to the Investors pursuant to the Subscription Agreement; provided,
however, that upon completion of the U.S. Migration, such Warrants will be
automatically converted into the right to purchase an equal number of shares of
U.S. Newco Common Stock.

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            2.    U.S. Migration.

                  (a)   The Company hereby agrees to use its reasonable best
efforts to cause the U.S. Migration to be consummated in a manner that qualifies
for exemption from registration under Section 3(a)(10) of the Securities Act on
or before June 30, 2004 with the effect that the shares of U.S. Newco Common
Stock issued to the Investors in exchange for their Shares in connection with
the U.S. Migration will be freely tradable without restriction imposed by the
Securities Act by Persons who are not Affiliates of the Company following such
consummation.

            3.    Shelf Registration Statement.

                  (a)   The Company agrees that it shall file with the SEC a
registration statement on Form S-3 under the Securities Act if the Company is
then eligible to use such form, or if the Company is not then so eligible, any
other SEC form which the Company is then eligible to use (any such registration
statement, a "Shelf Registration Statement") for an offering to be made on a
delayed and continuous basis pursuant to Rule 415 thereunder, and/or any similar
rule that may be adopted by the SEC, to register the resale of any Registrable
Securities outstanding as of such date (including any Shares (or securities
issuable upon exercise of the Warrants) that are not freely tradable without
restriction imposed by the Securities Act by Persons who are not Affiliates of
the Company) by the Holders from time to time in accordance with the methods of
distribution elected by such Holders and set forth in such Shelf Registration
Statement and, thereafter, shall use its reasonable best efforts to cause such
Shelf Registration Statement to be declared effective under the Securities Act
on or before 5:00 pm eastern time on the date that is one hundred twenty (120)
days after the Closing Date (the "Effective Date").

                  (b)   Notwithstanding the foregoing, the Company may postpone
having the Shelf Registration Statement declared effective for a reasonable
period not to exceed thirty (30) consecutive trading days if the Board of
Directors of the Company shall have determined in good faith because of valid
business reasons (not including avoidance of the Company's obligations
hereunder), including the acquisition or divestiture of assets, capital raising
activities, pending corporate developments and similar events, that postponing
effectiveness is in the best interests of the Company, and prior to postponing
the effectiveness the Company provides the Holders with written notice of such
postponement, which notice need not specify the nature of the event giving rise
to the postponement.

                  (c)   The Company shall use its reasonable best efforts to:
(i) to keep the Shelf Registration Statement continuously effective under the
Securities Act in order to permit the prospectus forming a part thereof to be
usable by Holders until the earliest of (1) the sale of all Registrable
Securities registered under the Shelf Registration Statement; (2) the expiration
of the period referred to in Rule 144(k) of the Securities Act with respect to
all Registrable Securities held by Persons who are not Affiliates of the
Company; and (3) one year from the date upon which the Shelf Registration
Statement is declared effective under the Securities Act (such period being
referred to herein as the "Effectiveness Period").

                  (d)   The Company may suspend the use of the prospectus
included in the Shelf Registration Statement for two separate periods (each, a
"Blackout Period") not to

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exceed thirty (30) consecutive trading days if the Board of Directors of the
Company shall have determined in good faith because of valid business reasons
(not including avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of assets, capital raising activities, pending
corporate developments and similar events, that it is in the best interests of
the Company to suspend such use, and prior to suspending such use the Company
provides the Holders with written notice of such suspension, which notice need
not specify the nature of the event giving rise to the suspension. The Company
may not declare more than one Blackout Period in any 365-calendar day period.
The Blackout Periods, and the restriction against declaring more than one
Blackout Period in any 365-day period, are together referred to as the "Maximum
Blackout Periods."

                  (e)   In the event that Holders are prevented from selling
Registrable Shares through the Shelf Registration Statement as a result of a
Blackout Period declared by the Company, the Effectiveness Period shall be
extended by the number of days that Holders are prevented from making sales
under the Shelf Registration Statement as a result of such Blackout Periods.

            4.    Obligations of the Company. Whenever required under this
Agreement to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:

                  (a)   Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.

                  (b)   Furnish to the Holders such number of copies of such
registration statement and of each amendment and supplement thereto (in each
case without exhibits unless requested by such Holders), such number of copies
of the prospectus contained in such registration statement (including each
preliminary prospectus and any summary prospectus) and any other prospectus
filed under Rule 424 under the Securities Act, in conformity with the
requirements of the Securities Act, and such other documents as any of the
Holders may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them.

                  (c)   Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
"blue sky" laws of such states or jurisdictions as shall be reasonably requested
by the Holders, provided that the Company shall not be required in connection
therewith or as a condition thereto (i) to qualify to do business in any state
or jurisdiction where it would not otherwise be required to qualify but for the
requirements of this clause (d), or (ii) to file a general consent to service of
process in any such state or jurisdiction.

                  (d)   In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering.

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                  (e)   Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which such statements
were made, not misleading.

                  (f)   Notify each Holder of Registrable Securities covered by
such registration statement and such Holder's underwriters, if any, and confirm
such advice in writing: (i) when the registration statement has become
effective, (ii) when any post-effective amendment to the registration statement
becomes effective and (iii) of any request by the SEC for any amendment or
supplement to the registration statement or prospectus or for additional
information.

                  (g)   Notify each Holder of Registrable Securities if at any
time the SEC should institute or threaten to institute any proceedings for the
purpose of issuing, or should issue, a stop order suspending the effectiveness
of the registration statement. Upon the occurrence of any of the events
mentioned in the preceding sentence, the Company will use its reasonable best
efforts to prevent the issuance of any such stop order or to obtain the
withdrawal thereof as soon as possible. The Company will advise each Holder of
Registrable Securities promptly of any order or communication of any public
board or body addressed to the Company suspending or threatening to suspend the
qualification of any Registrable Securities for sale in any jurisdiction.

                  (h)   In the case of an offering that is an underwritten
public offering, (x) cause to be delivered an opinion of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the Holders and the underwriters, and (y) cause to be
delivered, on the date that the registration statement with respect to such
securities becomes effective, a "comfort" letter dated such date, from the
independent certified public accountants of the Company, in form and substance
as is customarily given by independent certified public accountants to the
underwriters, addressed to the underwriters, and, a reaffirmation of such letter
on the date that such Registrable Securities are delivered to the underwriters
for sale.

                  (i)   As soon as practicable after the effective date of the
registration statement, and in any event within sixteen (16) months thereafter,
have "made generally available to its security holders" (within the meaning of
Rule 158 under the Securities Act) an earnings statement (which need not be
audited) covering a period of at least twelve (12) months beginning after the
effective date of the registration statement and otherwise complying with
Section 11(a) of the Securities Act.

                  (j)   List the Registrable Securities which are registered
pursuant to Section 3 on each national securities exchange or automated
quotation system upon which the shares to be registered are traded.

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            5.    Amendments, Supplements to Prospectus. Immediately upon
receipt of a notice referred to in Section 4(f) hereof, each Holder agrees to
(i) cease making sales of securities pursuant to any then effective registration
statement or any prospectus contained therein until it has received from the
Company an amendment or supplement to the registration statement or prospectus
and (ii) to promptly deliver to the Company any copies of the registration
statement or such prospectus then in its possession.

            6.    Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement with
respect to the Registrable Securities of any selling Holder that such Holder
shall promptly furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities.

            7.    Expenses of Registration. All expenses other than underwriting
discounts and commissions incurred in connection with registrations, filings or
qualifications pursuant to Section 3, including (without limitation) all
registration, filing and qualification fees, printers' fees, fees and expenses
of counsel and accountants for the Company and the reasonable fees and
disbursements of one firm of counsel for the selling Holders, shall be borne by
the Company, even if such registrations, filings, or qualifications do not
become effective.

            8.    Registration Default.

                  (a)   If the Shelf Registration Statement has not been
declared effective on or before 5:00 p.m. eastern time on the Effective Date and
there are as of such date any outstanding Registrable Securities, the Company
shall become obligated to pay to each Investor who continues to hold Registrable
Securities on the Effective Date a cash payment equal to one percent (1%) of the
last reported sales price of one Common Share on the trading day immediately
preceding the Closing Date, as reported by the Nasdaq Stock Market (the "Last
Reported Sales Price"), multiplied by the number of Registrable Securities held
by such Investor as of the Effective Date. In addition, until the Shelf
Registration Statement has been declared effective, the Company shall become
obligated to pay to each Investor who continues to hold Registrable Securities
on the first day of each calendar month after the Effective Date (each a
"Subsequent Computation Date") a cash payment equal to one percent (1%) of the
Last Reported Sales Price multiplied by the number of Registrable Securities
held by such Investor as of such Subsequent Computation Date.

                  (b)   If the Company exceeds the Maximum Blackout Periods
permitted under this Agreement and there are then outstanding any Registrable
Securities included on the Shelf Registration Statement, the Company shall
become obligated to pay to each Investor who continues to hold Registrable
Securities included on the Shelf Registration Statement on the date that the
Maximum Blackout Periods are exceeded (the "First Blackout Penalty Date") a cash
payment equal to one percent (1%) of the Last Reported Sales Price multiplied by
the number of any such Registrable Securities held by such Investor as of such
First Blackout Penalty Date. In addition, until use of the prospectus contained
within the Shelf Registration Statement is no longer suspended pursuant to such
Blackout Period, the Company shall become obligated to pay to each Investor who
continues to hold Registrable Securities included in the Shelf Registration

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Statement on the first day of each calendar month after the First Blackout
Penalty Date (each a "Subsequent Blackout Penalty Date") a cash payment equal to
one percent (1%) of the Last Reported Sales Price multiplied by the number of
such remaining Registrable Securities held by such Investor as of such
Subsequent Blackout Penalty Date.

                  (c)   All payments made under this Section 8 shall be made
within five (5) business days after the Effective Date, the First Blackout
Penalty Date, or the relevant Subsequent Computation Date or Subsequent Blackout
Penalty Date, as the case may be, and shall be deemed and considered for all
purposes to be liquidated damages and not a penalty. As expressed in Section 20
of this Agreement, it is agreed that the payments made to each Investor under
this Section 8 shall not constitute such Investor's exclusive remedy, and such
payments shall be in addition to any other remedies available to such Investor
under applicable law.

            9.    Indemnification. In the event any Registrable Securities are
included in a registration statement under this Agreement:

                  (a)   The Company will indemnify and hold harmless each
Holder, its heirs, personal representatives and assigns, each of such Holder's
officers, directors, partners, employees and affiliates, any underwriter (as
defined in the Securities Act) for such Holder and each Person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act or
the Exchange Act against any losses, claims, damages or liabilities (joint or
several) to which they may become subject under the Securities Act, the Exchange
Act or other federal, state, Canadian, or provincial securities law, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon a Violation; and the Company will pay to each
such indemnified party, as incurred, any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this Section 9(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
to a particular indemnified party for any such loss, claim, damage, liability or
action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by such indemnified
party.

                  (b)   Each selling Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers, each Person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter,
any other Holder (and any affiliate thereof) selling securities in such
registration statement and any controlling Person of any such underwriter or
other Holder, against any losses, claims, damages or liabilities (joint or
several) to which any of the foregoing Persons may become subject, under the
Securities Act, the Exchange Act or other federal, state, Canadian, or
provincial securities law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such registration;
and each such Holder will pay, as incurred, any legal or other expenses
reasonably incurred by any Person intended to be indemnified pursuant to this

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Section 9(b), in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this Section 9(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided, further, that in no event shall the
liability of any Holder under this Section 9(b) or otherwise in connection with
the offering exceed the net proceeds from the offering received by such Holder.

                  (c)   Promptly after receipt by an indemnified party under
this Section 9 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 9, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel (but no more than one separate counsel,
plus any required local counsel, with respect to all indemnified parties) with
the fees and expenses to be paid by the indemnifying party, if in the reasonable
opinion of counsel to an indemnified party, representation of such indemnified
party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential conflicts of interests between, or different defenses
available to, such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
indemnified party under this Section 9 except if, and only to the extent that,
the indemnifying party is actually prejudiced thereby.

                  (d)   The obligations of the Company and Holders under this
Section 9 shall survive the completion of any offering of Registrable Securities
in a registration statement under this Agreement.

                  (e)   Any indemnity agreements contained herein shall be in
addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract and shall remain
operative and in full force and effect regardless of any investigation made or
omitted by or on behalf of any indemnified party.

                  (f)   If for any reason the foregoing indemnity is
unavailable, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims, damages,
liabilities or expenses (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law or provides a lesser sum to the
indemnified party than the amount hereinafter calculated, then, in lieu of
indemnifying such indemnified party, the indemnifying party shall contribute to
the amount paid or payable by the indemnified party as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to
reflect not only the relative benefits received by the indemnifying party on the
one hand and the indemnified party on the other but also the relative fault of
the indemnifying party and the indemnified party as well as any other relevant
equitable considerations. The relative fault shall

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be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by or on behalf of the
indemnifying party or the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. Notwithstanding anything to the contrary in this Section 9,
no Holder shall be required, pursuant to this Section 9 or otherwise in
connection with the offering, to contribute any amount in excess of the net
proceeds received by such indemnifying party from the sale of Common Shares in
the offering to which the losses, claims, damages, liabilities or expenses of
the indemnified party relate.

            10.   Reports Under the Exchange Act. With a view to making
available to the Holders the benefits of Rule 144 under the Securities Act and
any other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration, for so long
as any Registrable Securities remain outstanding, the Company agrees to:

                  (a)   make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities Act;

                  (b)   remain registered under the Exchange Act and file with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and

                  (c)   furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144, (ii) a
copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested in availing any Holder of any rule or regulation
of the SEC which permits the selling of any such securities without
registration.

            11.   Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Agreement may be
assigned in whole or in part to any Person acquiring Registrable Securities from
a Holder in compliance with the applicable provisions of any relevant agreement
between such Holder and the Company, provided that such transferee or assignee
delivers to the Company a written instrument by which such transferee or
assignee agrees to be bound by the obligations imposed on Holders under this
Agreement to the same extent as if such transferee or assignee was a party
hereto.

            12.   Amendment; Waiver. Any provision of this Agreement may be
amended only with the written consent of the Company and Holders holding a
majority - in-interest of the Registrable Securities. The observance of any
provision of this Agreement by the Company may be waived (either generally or in
a particular instance and either retroactively or prospectively) only with the
written consent of Holders holding a majority of the Registrable Securities. The
observance of any provision of this Agreement by any Holder may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only with the written consent of

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the Company. Any amendment or waiver effected in accordance with this Section 12
shall be binding upon each Holder of Registrable Securities at the time
outstanding, each future Holder of all such securities, and the Company.

            13.   Changes in Registrable Securities. If, and as often as, there
are any changes in the Registrable Securities by way of stock split, stock
dividend, combination or reclassification, or through merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions of this Agreement, as may be
required, so that the rights and privileges granted hereby shall continue with
respect to the Registrable Securities as so changed. Without limiting the
generality of the foregoing, (i) the Company will require any successor by
merger or consolidation to assume and agree to be bound by the terms of this
Agreement, as a condition to any such merger or consolidation and (ii) upon the
consummation of the U.S. Migration, all references in this Agreement to Common
Shares shall be deemed to refer to the shares of common stock of U.S. Newco into
which the common shares of the Company have been converted or are convertible
and all references to the Company shall be deemed to refer to U.S. Newco.

            14.   Entire Agreement. This Agreement constitutes the full and
entire understanding and agreement among the parties with regard to the subject
matter hereof. Nothing in this Agreement, express or implied, is intended to
confer upon any Person, other than the parties hereto and their respective
successors and assigns, any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided herein.

            15.   Governing Law. This Agreement shall be governed in all
respects by the laws of the State of Delaware as such laws are applied to
agreements between Delaware residents entered into and to be performed entirely
within Delaware.

            16.   Successors and Assigns. The provisions hereof shall inure to
the benefit of, and be binding upon, the successors, permitted assigns (as
provided in Section 11), heirs, executors and administrators of the parties
hereto.

            17.   Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon receipt by the party to be notified (including by
facsimile, receipt confirmed) or three (3) days after being sent by registered
or certified mail, postage prepaid and addressed to the party to be notified (a)
if to a party other than the Company, at such party's address set forth in the
Subscription Agreement or at such other address as such party shall have
furnished to the Company in writing, or (b) if to the Company, at its address
set forth in the Subscription Agreement, or at such other address as the Company
shall have furnished to the parties in writing.

            18.   Severability. Any invalidity, illegality or limitation on the
enforceability of this Agreement or any part hereof, by any party whether
arising by reason of the law of the respective party's domicile or otherwise,
shall in no way affect or impair the validity, legality or enforceability of
this Agreement with respect to other parties. If any provision of this Agreement
shall be judicially determined to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

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            19.   Titles and Subtitles. The titles and subtitles of the Sections
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

            20.   Delays or Omissions; Remedies Cumulative. It is agreed that no
delay or omission to exercise any right, power or remedy accruing to the
parties, upon any breach or default of another party under this Agreement, shall
impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach or default, or any acquiescence therein, or of any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. It is further agreed that any waiver, permit, consent
or approval of any kind or character by a party of any breach or default under
this Agreement, or any waiver by a party of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in writing and that all remedies, either under this
Agreement, or by law or otherwise afforded to a party, shall be cumulative and
not alternative.

            21.   Counterparts. This Agreement may be executed in any number of
counterparts (including by facsimile), each of which shall be deemed an
original, but all of which together shall constitute one instrument.

                            [Signature page follows]

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<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first above written.

                         CAPITAL ENVIRONMENTAL RESOURCE INC.

                         By: _____________________________________________
                         Name: Ivan R. Cairns
                         Title: Executive Vice President, General Counsel and
                                Secretary

                         INVESTOR

                         _________________________________________________
                         Name:
                         Title (if applicable):

                         Address:

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