<PAGE>
                                                                    Exhibit 10.3

                              EMPLOYMENT AGREEMENT

      This Employment Agreement (this "Agreement"), dated as of September 27,
2000, is entered into between Waste Corporation of America, Inc. (the "Company"
or the "Employer") and Tom J. Fatjo, Jr. (the "Executive"), is subject to the
closing (the "Closing") of that certain Asset Sale Agreement dated April 14,
2000 among the Company, Waste Management, Inc. ("WMI") and certain selling
subsidiaries of WMI and shall be effective as of the date of the Closing (the
"Effective Date").

                                    RECITALS

      A. The Executive is currently employed as an officer of the Company.

      B. The stockholders of the Company have requested that the Board of
Directors provide incentives to the Executive to continue to work for a period
of at least five years toward (1) the substantial growth of the Company and (2)
the initial public offering or sale of the Company and, in connection with any
such sale of the Company, to seek the alternative which is in the best interest
of such stockholders.

      C. The Board of Directors recognizes that, in connection with any sale of
the Company, the best alternative for the stockholders may involve the
replacement of the officers of the Company, including the Executive.

      D. In order to induce the Executive to continue as an officer of the
Company for a period of at least five years despite the prospect of such a sale
of the Company, the Company and the Executive have agreed as set forth herein.

                                    AGREEMENT

      In consideration of the mutual terms, conditions, and covenants set forth
herein, the Company and Executive agree to the following:

      1. Term of Employment. The Company hereby agrees to employ the Executive,
and the Executive hereby agrees to remain in the employ of the Company, for the
period commencing on the Effective Date of this Agreement and ending on the
earlier of: (a) the fifth anniversary of the Effective Date or (b) such earlier
date as this Agreement is terminated pursuant to Section 2. The period between
the Effective Date of this Agreement and the fifth anniversary of the Effective
Date is referred to herein as the "Term."

      2. Termination of Employment. Executive's employment with the Company
shall terminate upon the earliest of

      (a) the death of the Executive;

      (b) at any time after Executive has been receiving full or partial salary
payments under Employer's disability plans for a period of 18 consecutive
months, either Employer or Executive sending the other party written notice that
Executive is "permanently disabled" as
<PAGE>
such term is defined in the Company's long-term disability plan as in effect
from time to time; provided, however, that during any period prior to such
termination of this Agreement in which Executive is receiving full or partial
salary payments under the Company's disability insurance policies, the
obligation of the Company to pay Executive salary pursuant to Section 4 shall
cease;

      (c) the Company's sending Executive written notice that Executive's
employment is terminated for "cause" which term shall mean the willful material
breach by Executive of this Agreement, (other than any breach resulting from
Executive's incapacity due to physical or mental illness), which breach
continues for thirty (30) days after actual receipt of written notice from the
Company and which results in, or is reasonably likely to result in, demonstrable
material damage to the Company, Executive's conviction of or plea of guilty to a
felony or Executive's conviction of a crime involving moral turpitude,
Executive's engagement in the fraud of or the misappropriation or embezzlement
of funds from Employer, or Executive's reckless disregard or willful misconduct
which misconduct, if ongoing, (as distinguished from an isolated incident),
continues for thirty (30) days after actual receipt of written notice from the
Company and which results in, or is reasonably likely to result in, demonstrable
and material damage to the Company;

      (d) the Executive's sending the Company written notice that Executive's
employment is terminated for "Good Reason" which term shall mean the occurrence
(without the Executive's express written consent) of any one of the following
acts by the Company, or failures by the Company to act, unless, in the case of
any act or failure to act described below, such act or failure to act is
corrected within thirty (30) days after actual receipt of written notice from
Executive: (i) the Company's breach of a material term or condition of the
Agreement; (ii) except for any changes required by applicable law, the failure
by the Company to continue in effect any compensation plan in which the
Executive participates immediately prior to the date hereof which is material to
the Executive's total compensation, including but not limited to the Company's
annual incentive plan, long-term incentive plan, supplemental executive
retirement plan and stock option plan, as applicable, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has been
made with respect to such plan, or the failure by the Company to continue the
Executive's participation therein (or in such substitute or alternative plan) on
a basis not materially less favorable (as determined by the Executive in good
faith), both in terms of the amount or timing of payment of benefits provided
and the level of the Executive's participation relative to other participants,
as existed immediately prior to the Effective Date hereof; or (iii) the
Company's asking or requiring the Executive to take (or not to take) any action
which the Executive in good faith reasonably believes could be materially
misleading to the Company's employees, investors, accountants or attorneys
and/or any regulatory authority; provided, however, that the Executive's right
to terminate the Executive's employment for Good Reason shall not be affected by
the Executive's incapacity due to physical or mental illness, and that the
Executive's continued employment shall not constitute consent to, or a waiver of
rights with respect to, any act or failure to act constituting Good Reason
hereunder;

      (e) the expiration of the Term on the fifth Anniversary of the Effective
Date; provided, however, that the Company and the Executive may mutually agree
to continue Executive's employment on an "at-will" basis.


                                       2
<PAGE>
      3. Position and Duties.

      (a) The Executive's positions shall be those of Chairman and Chief
Executive Officer, and in such capacity Executive shall perform the customary
duties and responsibilities of the positions. Subject to the Company's actual
receipt of prior written consent of Executive, these positions, duties, and
responsibilities can be modified as required to suit the specific requirements
and needs of Employer, provided that any such modification shall result in
substantially similar, comparable or higher positions, duties and
responsibilities. Similarly, subject to the Company's actual receipt of prior
written consent of Executive, the Company may assign Executive part time or full
time to a Subsidiary (as defined in Section 10(c) of this Agreement) in which
case the Subsidiary shall be jointly and severally responsible as, and shall be
treated as, the Company or the Employer under this Agreement for the period of
time the Executive performs services for the Subsidiary. Executive's place of
employment will be located within the greater Houston, Texas metropolitan area,
but Executive will undertake appropriate business travel as required by
Employer.

      (b) Executive agrees to conduct all business in accordance with the
Company's general policies/directives as they may exist at any given time.
Executive shall comply materially with all applicable laws and regulations of
the countries in which Employer and its affiliates operate.

      (c) Executive agrees to devote his full time, attention, and efforts
during regular business hours, and at all such other times as may be requested
by the Company, consistent with industry practices, to the business affairs of
the Company during the Term of this Agreement and to perform his duties
faithfully and diligently to discharge the responsibilities assigned to the
Executive hereunder. The foregoing notwithstanding, the parties recognize and
agree that Executive may engage in passive personal investments and other
business, civic or charitable activities that do not conflict with the business
and affairs of the Company or interfere with Executive's performance of his
duties hereunder.

      4. Salary. Except if Executive's employment is terminated pursuant to
Section 2(a), (b), (c) or (d) (in which case Section 7(a) applies) and except as
otherwise provided in Section 2(b), during the Term, Employer shall pay
Executive a base salary of $300,000 per year, payable bi-monthly ("Base
Salary"). At least annually, Employer shall review Executive's Base Salary which
may be increased (but not decreased) in Employer's sole discretion.

      5. Stock Options. Not later than the Effective Date of this Agreement, the
Board shall take appropriate action to ensure that Executive shall be granted a
stock option in the form of the nonstatutory stock option grant agreement
attached hereto as Appendix A.

      6. Benefits. Except if Executive's employment is terminated pursuant to
Section 2(a), (b), (c) or (d) (in which case Section 7(a) applies), during the
Term, Executive and, to the extent applicable, Executive's family, dependents
and beneficiaries, may participate in the benefit or similar plans, policies or
programs (including, without limitation, the Company's Management Incentive
Plan, business and entertainment expense reimbursement policies, car allowance
policies, 401(k) plans, disability plans, pension plans, health insurance plans
and director and officer liability insurance policies) provided to similarly
situated Executives under


                                       3
<PAGE>
Employer's standard employment practices as in effect from time to time. Nothing
herein shall be construed to require the Company to continue or put into effect
any plan, practice, policy, or program or any element thereof. In addition,
during the Term, Executive shall be entitled to three (3) weeks of paid vacation
days annually pursuant to applicable policies and procedures of the Company as
in effect from time to time.

      7. Effects of Termination of Employment.

      (a) Upon termination of Executive's employment with the Company for any
reason whatsoever, Employer shall pay to Executive (or in case of Executive's
death, to his estate), within thirty (30) days of the effective date of such
termination, all salary and expense reimbursements due to Executive through the
date of such termination, and Executive shall be entitled to such benefits as
are available pursuant to the terms of any benefit or similar plans, policies or
programs in which Executive was participating at the time of such termination
pursuant to Section 6 of this Agreement. In addition, upon termination of
Executive's employment with the Company for death or permanent disability, in
lieu of any further salary or bonus payments as severance to Executive for
periods subsequent to such termination and in lieu of any other severance
otherwise payable to Executive, the Company will pay to Executive (or to his
estate, as applicable), within thirty (30) days of such termination, a lump sum
severance payment, in cash equal to one (1) year of Executive's Base Salary as
in effect immediately prior to such termination of Executive's employment. Also,
if the Company terminates the Executive's employment for any reason other than
those set forth in Sections 2(a), (b) or (c), or if Executive terminates
Executive's Employment under Section 2(d), the Company shall continue throughout
the full Term of this Agreement to pay Executive's salary pursuant to Section 4
end to provide Executive's benefits pursuant to Section 6 (and, if the Company
pays Executive's salary and provides Executive's benefits for the full Term of
this Agreement, Executive shall be subject to the covenants contained in Section
9 through the full term of this Agreement).

      (b) Notwithstanding any termination of this Agreement or Executive's
employment hereunder, this Section 7 and Sections 10 and 11 of this Agreement,
and the rights and obligations created therein, shall survive without
limitation.

      8. Tax Withholding. All payments to Executive under this Agreement shall
be subject to withholding or deduction of such amounts as may be required by
law.

      9. Noncompetition and Confidentiality.

      (a) The parties recognize that the employment of Executive with the
Company has been and will continue to be special, unique and of an extraordinary
character, and in connection with such employment Executive has and will
continue to acquire special skill and training. The parties also recognize that
the covenants of Executive contained in this Section 9 are an essential part of
Executive's engagement by the Company and that, but for the agreement of the
Executive to comply with such covenants, the Company would not have entered into
this Agreement. Executive accordingly agrees that, during the Term, (i)
Executive shall not act or serve, directly or indirectly, as a principal, agent,
independent contractor, consultant, director, officer, executive, employee or
advisor or in any other position or capacity with or for, or acquire a direct or
indirect ownership interest in or otherwise conduct (whether as stockholder,
partner,


                                       4
<PAGE>
investor, joint venturer, or as owner of any other type of interest), any
Competing Business (defined below); provided, however, that this clause shall
not prohibit the Executive from being the owner of (A) up to 5% of any class of
outstanding securities of any entity if such class of securities is publicly
traded or (B) any other securities owned by Executive on the date of this
Agreement, and (ii) Executive shall not, in connection with or for the benefit
of any person or entity engaged in the non-hazardous solid waste business,
solicit, induce, divert or take away, any officer, employee or consultant of the
Company.

      (b) From the date hereof, Executive shall hold in secrecy for the Company
all trade secrets and other confidential information relating to the business
and affairs of the Company that have come or may have come to his attention
during his employment with the Company, including information concerning costs,
profits, markets, sales, business development plans, lists of clients or
customers, lists of acquisition targets and other information about such
acquisition targets and other information of a similar nature (such categories
of information being referred to herein as "Confidential Information").
Executive shall not use for his own benefit or disclose to any person any
Confidential Information other than in the ordinary course of the Company's
business or in response to a court order, unless such use or disclosure has the
prior written authorization of the Company. Executive shall deliver to the
Company, upon request, all correspondence, memoranda, notes, records, plans,
customer lists, product compositions and other documents and all copies thereof,
whether in hard copy form or electronically or magnetically stored, made,
composed, or received by the Executive, solely or jointly with others, that are
in the Executive's possession, custody or control and that are related in any
manner to the past, present or anticipated business of the Company.

      (c) For the purposes of this Section 9, "Competing Business" shall mean an
individual, business, corporation, association, firm, undertaking, partnership,
joint venture, organization or other entity that operates non-hazardous solid
waste landfills, non-hazardous solid waste collection businesses or similar
facilities or businesses within a 50-mile radius of any of the Company's
landfills or similar facilities.

      (d) Should any portion of this Section 9 be deemed unenforceable because
of the scope, duration or territory encompassed by the undertakings of the
Executive hereunder, and only in such event, then the Executive and the Employer
consent and agree to such limitation on scope, duration or territory as may be
finally adjudicated as enforceable by a court of competent jurisdiction after
the exhaustion of all appeals.

      (e) The covenants in this Section 9 shall be construed as an agreement
ancillary to the other provisions of this Agreement, and the existence of any
claim or cause of action of the Executive against the Employer, whether
predicated on this Agreement or otherwise, other than a claim or cause of action
based on the Company's failure to pay Executive amounts payable to Executive
hereunder, shall not constitute a defense to the enforcement by the Employer of
this covenant.

      (f) It is expressly recognized and agreed that the covenants set forth in
this Section 9 are for the purpose of restricting the activities of the
Executive only to the extent necessary for the protection of the legitimate
business interests of the Company, and the Company and the Executive agree that
said covenants are reasonable for that purpose and that such covenants do


                                       5
<PAGE>
not and will not preclude Executive from engaging in activities sufficient for
the purpose of earning a living.

      10. Additional Consideration.

      (a) In consideration of Executive's entering into this Agreement, on the
Effective Date the company shall pay to Executive, a lump sum in cash in the
aggregate amount of $100,000 less required withholding.

      (b) During the Term, Executive shall participate, on comparable terms, in
the Company's annual incentive plan in which similarly situated executives of
the Company participate and can earn up to seventy five percent (75%) of Base
Salary as more fully described in Appendix B which is attached hereto and
incorporated into this Agreement for all purposes.

      (c) In the event of the occurrence of a "Change in Control" (defined
below), the Company shall pay to Executive, within thirty (30) days after such
Change in Control, a lump sum payment, in cash, equal to three (3) times
Executive's annual Base Salary as in effect immediately prior to the Change in
Control. "Change in Control" shall mean the occurrence during the Term of this
Agreement, of an one of the following events:

            (i) An acquisition of any common stock ("Common Stock"), par value
      $.01 per share, of the Company or the Subsidiary (as defined below) or
      other securities entitled to voter or convertible into or exercisable for
      securities entitled to vote, in the election of directors (such Common
      Stock and other securities hereinafter being referred to as the "Voting
      Securities") of the Company or the Subsidiary by any Person (as specified
      in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), and used in Sections 13(d) and 14(d) thereof), including
      for purposes of this Section the Company or its Affiliates (including the
      Subsidiary), immediately after which such Person has Beneficial Ownership
      (as defined below) of fifty percent (50%) or more of the combined voting
      power of the Company's or the Subsidiary's then outstanding Voting
      Securities; provided, however, a Change in Control shall not be deemed to
      have occurred by reason of an acquisition of fifty percent (50%) or more
      of the Company's or the Subsidiary's Voting Securities by an employee
      benefit plan maintained by the Company or any of its Affiliates (including
      the Subsidiary) or by a Person in a Non-Control Transaction (as defined
      below); or

            (ii) The individuals who, as of the date of this Agreement are
      members of the Board or the Board of Directors of the Subsidiary (the
      "Incumbent Board"), cease for any reason to constitute at least two/thirds
      (2/3) of the members of the Board or the Board of Directors of the
      Subsidiary; provided, however, that an individual will be treated as a
      member of the Incumbent Board if the members of the Board or the Board of
      Directors of the Subsidiary prior to such individual's nomination
      unanimously approve such individual's nomination and election to the Board
      or the Board of Directors of the Subsidiary and provided further that no
      individual shall be considered a member of the Incumbent Board if such
      individual initially assumed office as a result of either an actual or
      threatened proxy contest or other actual or threatened solicitation of
      proxies or consents by or on behalf of a Person other than the Board or
      the Board of Directors of the


                                       6
<PAGE>
      Subsidiary (a "Proxy Contest"), including by reason of any agreement
      intended to avoid or settle any Proxy Contest; or

            (iii) The consummation of:

                  (A)   A merger, consolidation or reorganization with or into
                        the Company or the Subsidiary or in which securities of
                        the Company or the Subsidiary are issued (a "Merger"),
                        unless such Merger, consolidation or reorganization
                        occurs in connection with a Non-Control Transaction;

                  (B)   A complete liquidation or dissolution of the Company or
                        the Subsidiary; or

                  (C)   The sale or other disposition of all or substantially
                        all of the assets of the Company or the Subsidiary to
                        any Person (other than a transfer to an employee benefit
                        plan or Affiliate of the Company or under conditions
                        that would constitute a Non-Control Transaction with the
                        disposition of assets being regarded as a Merger of this
                        purpose).

      Notwithstanding any other provision hereof to the contrary, no transaction
involving a sale or exchange or other disposition of Voting Securities that are
issued and outstanding on the Effective Date for a price of less than three
dollars ($3.00) a share shall qualify as a Change in Control. As used herein the
following terms have the following meanings:

            (i) "Affiliate" shall have the meaning set forth in Rule 12b-2
      promulgated under Section 12 of the Exchange Act.

            (ii) "Beneficial Ownership," "Beneficially Owned" and the like means
      having, with respect to a security or group of securities, the power to
      control or direct the voting or disposition of Voting Securities, as
      determined by Rule 13d-3 under the Exchange Act.

            (iii) "Non-Control Transaction" means a Merger whereby (A) the
      individuals who were the president, chief executive officer and the chief
      financial officer of the Company or the Subsidiary hold such respective
      positions with, and individuals who were members of the Incumbent Board
      immediately prior to the execution of the agreement providing for the
      Merger, constitute at least a majority of the members of the board of
      directors of, the surviving corporation and (B) either (1) fifty percent
      (50%) or more of the combined voting power of the then outstanding voting
      securities of the surviving corporation is Beneficially Owned directly by
      the Beneficial Owners of the Company's or the Subsidiary's Voting
      Securities prior to the Merger or (2) the president, chief executive
      officer and/or chief financial officer of the Company, as a result of such
      Merger, acquire (or their Affiliates acquire) fifty percent (50%) or more
      of the combined voting power of the then outstanding voting securities of
      the surviving corporation.

            (iv) "Subsidiary" means WCA Waste Systems, Inc., a Delaware
      Corporation, or any other entity in which the Company owns fifty percent
      (50%) or more of the


                                       7
<PAGE>
      outstanding equity securities entitled to vote in the election of
      directors or their equivalent and shall include any successor to the
      business and/or assets of such entity.

      11. No Mitigation; Limited Offset. The Company agrees that, if Executive's
employment with the Company terminates during the Term, Executive is not
required to seek other employment or to attempt in any way to reduce any amounts
payable to Executive by the Company pursuant to this Agreement. Further, the
amount of any payment or benefit provided for in this Agreement shall not be
reduced by any compensation earned by the Executive as the result of employment
by another employer, by retirement benefits, by offset against any amount
claimed to be owed by the Executive to the Company (unless such amount is
evidenced by a promissory note signed by the Executive), or otherwise.

      12. Remedies. With respect to each and every breach or violation or
threatened breach or violation by Employee of Section 9, the Company, in
addition to all other remedies available at law or in equity, including specific
performance of the provisions thereof; shall be entitled to enjoin the
commencement or continuance thereof and may, with notice to Employee, but
without the necessity of posting a bond or otherwise, apply to any court of
competent jurisdiction for entry of an immediate restraining order or
injunction. The Company may pursue any of the remedies described in this Section
12 concurrently or consecutively in any order as to any such breach or
violation, and the pursuit of one of such remedies at any time will not be
deemed an election of remedies or waiver of the right to pursue any of the other
of such remedies.

      13. Severability. The provisions of this Agreement are severable, and any
judicial determination that one or more of such provisions, or any portion
thereof, is invalid or unenforceable shall not affect the validity or
enforceability of any other provisions, or portion thereof, but rather shall
cause this Agreement to first be construed in all respects as if such invalid or
unenforceable provisions, or portions thereof, were modified to terms which are
valid and enforceable; provided, however, that if necessary to render this
Agreement enforceable, it shall be construed as if such invalid or unenforceable
provisions, or portions thereof; were omitted.

      14. Successors. This Agreement is personal to the Executive and shall not
be assignable by the Executive without the prior written consent of the Company.
This Agreement shall inure to the benefit of and be binding upon the Company and
its successors and assigns.

      15. Governing, Law. The validity, interpretation and performance of this
Agreement and all rights and obligations of the parties hereunder shall be
governed by and construed under the laws of the State of Texas.

      16. Notices. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States,
registered mail, return receipt requested, postage prepaid, addressed, if to
Executive, to the address inserted below the Executive's signature on the final
page hereof and, if to the Company; to the address set forth below, or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective
only upon actual receipt:


                                       8
<PAGE>
            To the Company:

            Waste Corporation of America, Inc..
            One Riverway, Suite 1400
            Houston, Texas 77056
            Attention:  Mr. Tom Fatjo, Jr.

      17. Amendment. This Agreement may not be amended or modified other than by
a written agreement executed by the parties hereto or their respective
successors, assigns or legal representatives.

      18. Miscellaneous. No waiver by either party hereto at any time of any
breach by the other party hereto of, or of any lack of compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. This Agreement supersedes any other
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof which have been made by either party,
including, without limitation, any employment memorandum, memorandum of
understanding, or severance arrangements. Captions and Section headings in this
Agreement are provided merely for convenience and shall not affect the
interpretation of any of the provisions herein.

                 [This space intentionally has been left blank.]


                                       9
<PAGE>
      The parties have executed this Employment Agreement as of the date first
set forth above.

                                    WASTE CORPORATION OF AMERICA, INC.

                                    By:  /s/ Jerome M. Kruszka
                                         -------------------------------------
                                    Printed Name:  Jerome M. Kruszka
                                                 -----------------------------
                                    Title:         President
                                          ------------------------------------



                                    EXECUTIVE:

                                    /s/ Tom J. Fatjo, Jr.
                                    ------------------------------------------
                                    Printed Name:  Tom J. Fatjo, Jr.
                                                 -----------------------------
                                    Title:         Chairman
                                          ------------------------------------


                                       10
<PAGE>


                                   APPENDIX A



<PAGE>


                    NONSTATUTORY STOCK OPTION GRANT AGREEMENT
                          PURSUANT TO THE TERMS OF THE
                       WASTE CORPORATION OF AMERICA, INC.
                      1999 NON QUALIFIED STOCK OPTION PLAN



         1. Grant of Nonstatutory Stock Option. Waste Corporation of America,
Inc., a Delaware corporation (the "Company"), hereby grants to Tom J. Fatjo, Jr.
("Optionee") the right, privilege and option as herein set forth (the
"Nonstatutory Stock Option") to purchase up to 151,500 shares (the "Shares") of
Common Stock, $.01 par value per share, of the Company (or any security or other
property into which such common stock may be changed by reason of any
transaction or event of the type described in the Company's Certificate of
Incorporation, as amended, or in the Plan) (the "Stock"), in accordance with the
terms of this agreement. The Nonstatutory Stock Option is granted pursuant to
the Waste Corporation of America, Inc. 1999 Non Qualified Stock Option Plan (the
"Plan") and is subject to the provisions of the Plan, which is hereby
incorporated herein and is made a part hereof, as well as the provisions of this
document. By acceptance of the Nonstatutory Stock Option, Optionee agrees to be
bound by all of the terms, provisions, conditions and limitations of the Plan
and the Nonstatutory Stock Option. The Shares, when issued to Optionee upon the
exercise of the Nonstatutory Stock Option, shall be fully paid and
nonassessable. All capitalized terms used herein shall have the same meanings as
set forth in the Plan document unless otherwise specifically provided. The
Nonstatutory Stock Option is not intended to qualify as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").



         2. Option Term. Subject to earlier termination as provided herein, or
in the Plan, the Nonstatutory Stock Option shall expire on the tenth (10th)
anniversary of the effective date hereof. The period during which the
Nonstatutory Stock Option is in effect shall be referred to as the "Option
Period".



         3. Option Exercise Price. The exercise price (the "Option Price") of
the Shares subject to the Nonstatutory Stock Option shall be $2.60 per Share for
Shares purchased during the Option Period.



         4. Vesting. Twenty five percent (25%) of the total number of Shares
subject to the Nonstatutory Stock Option shall vest on the first anniversary of
the effective date hereof. An additional eighteen and three quarters percent
(18.75%) of the total Shares subject to the Nonstatutory Stock Option shall
become vested on each of the second (2nd), third (3rd), fourth (4th) and fifth
(5th) anniversaries of the effective date hereof and all or any portion of the
vested Shares that may be acquired under the Nonstatutory Stock Option may be
purchased at any time after becoming vested during the Option Period. In
addition; notwithstanding the preceding provisions of this Paragraph 4 to the
contrary, the total number of Shares subject to the Nonstatutory Stock Option
shall become fully vested upon the earliest of (i) the Company's termination of
the Optionee's employment other than for "cause" as that term is defined in
Section 2(c) of Optionee's Employment Agreement of even date herewith, (ii) the
Optionee's termination of Optionee's employment for "good reason" as that term
is defined in Section 2(d) of Optionee's Employment Agreement of even date
herewith, or (iii) the occurrence of one of the events described in Paragraph 4a
or 4b set forth immediately below.



                                       1
<PAGE>


         a. Initial Public Offering. Shares subject to the Nonstatutory Stock
Option shall become fully vested upon the date that the Company completes an
initial public offering of the Company's equity securities under the Securities
Act of 1933, as amended (the "Securities Act") at a value of at least $6.00 per
share of such equity security (disregarding the effect of stock splits on the
public offering price).



         b. Change in Control. Shares subject to the Nonstatutory Stock Option
shall become fully vested upon the occurrence of a change in control. Change in
control shall mean the occurrence of any of the following events:



                  (1) An acquisition of any common stock ("Common Stock"), par
         value $.01 per share, of the Company or the Subsidiary (as defined
         below) or other securities entitled to vote, or convertible into or
         exercisable for securities entitled to vote, in the election of
         directors (such Common Stock and other securities hereinafter being
         referred to as the "Voting Securities") of the Company or the
         Subsidiary by any Person (as specified in Section 3(a)(9) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
         used in Sections 13(d) and 14(d) thereof), including for purposes of
         this Section the Company or its Affiliates (as defined below) including
         the Subsidiary, immediately after which such Person has Beneficial
         Ownership (as defined below) of fifty percent (50%) or more of the
         combined voting power of the Company's or the Subsidiary's then
         outstanding Voting Securities; provided, however, a Change in Control
         shall not be deemed to have occurred by reason of an acquisition of
         fifty percent (50%) or more of the Company's or the Subsidiary's Voting
         Securities by an employee benefit plan maintained by the Company or any
         of its Affiliates (including the Subsidiary) or by a Person in a
         Non-Control Transaction (as defined below); or



                  (2) The individuals who, as of the date of this Agreement are
         members of the Board or the Board of Directors of the Subsidiary (the
         "Incumbent Board"), cease for any reason to constitute at least two
         thirds (2/3) of the members of the Board; provided, however, that an
         individual will be treated as a member of the Incumbent Board if the
         members of the Board or the Board of Directors of the Subsidiary prior
         to such individual's nomination unanimously approve such individual's
         nomination and election to the Board or the Board of Directors of the
         Subsidiary and provided further that no individual shall be considered
         a member of the Incumbent Board if such individual initially assumed
         office as a result of either an actual or threatened proxy contest or
         other actual or threatened solicitation of proxies or consents by or on
         behalf of a Person other than the Board or the Board of Directors of
         the Subsidiary (a "Proxy Contest"), including by reason of any
         agreement intended to avoid or settle any Proxy Contest; or



                  (3) The consummation of:



                           (i)      A merger, consolidation or reorganization
                                    with or into the Company or the Subsidiary
                                    or in which securities of the Company or the
                                    Subsidiary are issued (a "Merger"), unless



                                       2
<PAGE>


                                    such Merger, consolidation or reorganization
                                    occurs in connection with a Non-Control
                                    Transaction;



                           (ii)     A complete liquidation or dissolution of the
                                    Company or the Subsidiary; or



                           (iii)    The sale or other disposition of all or
                                    substantially all of the assets of the
                                    Company or the Subsidiary to any Person
                                    (other than a transfer to an employee
                                    benefit plan or Affiliate of the Company or
                                    under conditions that would constitute a
                                    Non-Control Transaction with the disposition
                                    of assets being regarded as a Merger of this
                                    purpose).



         Notwithstanding any other provision hereof to the contrary, no
transaction involving a sale or exchange or other disposition of Voting
Securities that are issued and outstanding on the Effective Date for a price of
less than three dollars ($3.00) a "share shall qualify as a Change in Control.
As used in this Section 4, the following terms have the following meanings:



                  (1) "Affiliate" shall have the meaning set forth in Rule 12b-2
         promulgated under Section 12 of the Exchange Act.



                  (2) "Beneficial Ownership," "Beneficially Owned" and the like
         means having, with respect to a security or group of securities, the
         power to control or direct the voting or disposition of Voting
         Securities, as determined by Rule 13d-3 under the Exchange Act.



                  (3) "Non-Control Transaction" means a Merger whereby (A) the
         individuals who were the president, chief executive officer and the
         chief financial officer of the Company or the Subsidiary hold such
         respective positions with, and individuals who were members of the
         Incumbent Board immediately prior to the execution of the agreement
         providing for the Merger, constitute at least a majority of the members
         of the board of directors of, the surviving corporation and (B) either
         (1) fifty percent (50%) or more of the combined voting power of the
         then outstanding voting securities of the surviving corporation is
         Beneficially Owned directly by the Beneficial Owners of the Company's
         or the Subsidiary's Voting Securities prior to the Merger or (2) the
         president, chief executive officer and/or the chief financial officer
         of the Company, as a result of such merger, acquire (or their
         Affiliates acquire) fifty percent (50%) or more of the combined voting
         power of the outstanding voting securities of the surviving
         corporation.



                  (4) "Subsidiary" means WCA Waste Systems, Inc., a Delaware
         corporation, or any other entity in which the Company owns fifty
         percent (50%) or more of the outstanding equity securities entitled to
         vote in the election of directors or their equivalent and shall include
         any successor to the business and/or assets of such entity.



                                       3
<PAGE>


                  5. Method of Exercise. To exercise the Nonstatutory Stock
         Option, Optionee shall deliver written notice to the Company stating
         the number of Shares with respect to which the Nonstatutory Stock
         Option is being exercised together with payment for such Shares.
         Payment shall be made (i) in cash or by check acceptable to Company,
         (ii) provided Optionee can do so without incurring liability under
         Section 16(b) of the Exchange Act, in nonforfeitable, unrestricted
         shares of the Company's Common Stock owned by Optionee at the time of
         exercise of the Nonstatutory Stock Option having an aggregate fair
         market value at the date of exercise equal to the aggregate Option
         Price as set forth in Paragraph 3 herein, (iii) in shares to be
         received upon exercise of the Option in accordance with the terms of
         the Plan or (iv) by a combination of (i), (ii) and (iii).



                  6. Certain Restrictions. By exercising the Nonstatutory Stock
         Option, Optionee agrees that if at the time of such exercise the sale
         of Shares issued hereunder is not covered by a valid registration
         statement filed under the Securities Act, Optionee will acquire the
         Shares for his own account and without a view to resale or distribution
         in violation of the Securities Act or any other securities law, and
         upon any such acquisition Optionee will enter into such written
         representations, warranties and agreements as Company may reasonably
         request in order to comply with the Securities Act or any other
         securities law or with this document. Absent such registration
         statement, Shares of Common Stock issued pursuant to exercise of this
         Nonstatutory Stock Option shall include the following legends and such
         other legends as in the opinion of the Company's counsel may be
         required by the securities laws of any state in which the Optionee
         resides:



                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE,
                  TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY
                  (i) IN A TRANSACTION REGISTERED UNDER SAID ACT OR (ii) IF AN
                  EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE AND IS
                  ESTABLISHED TO THE SATISFACTION OF THE ISSUER.



Optionee agrees that the Company shall not be obligated to take any affirmative
action in order to cause the issuance or transfer of Shares hereunder to comply
with any law, rule or regulation that applies to the Shares subject to the
Nonstatutory Stock Option.



         7. Termination of Employment, Retirement, Death and Disability.
Termination of employment (as specially defined below), retirement, death or
disability of Optionee shall affect Optionee's rights under the Nonstatutory
Stock Option as follows:



                  c. Termination of employment Other than for Retirement, Death
         or Disability. If the employment of Optionee terminates (other than as
         a result of retirement, death or disability) (i) no further vesting
         shall occur after the date of said termination, (ii) Optionee may
         exercise his rights hereunder with respect to that portion of the
         Nonstatutory Stock Option that is vested as of the date of such
         termination for a period that shall end on the earlier of (1) the
         expiration of the Option Term or (2) the date that occurs one hundred
         eighty (180) calendar days after such termination date, and (iii) the



                                       4
<PAGE>


         Nonstatutory Stock Option and all rights hereunder shall wholly and
         completely terminate at the close of business on the last day the
         Nonstatutory Stock Option may be exercised.



                  d. Termination by Retirement, Death or Disability. If the
         employment of Optionee terminates on account of Optionee's retirement,
         death or disability, (i) any nonvested portion of the Nonstatutory
         Stock Option shall immediately terminate, and no further vesting shall
         occur, and (ii) subject to earlier expiration of the Option Period
         hereunder, any vested portion of the Nonstatutory Stock Option that has
         become exercisable may be exercised:



                           (1) in the case of termination of Optionee's
                  employment on account of retirement or disability, not later
                  than the last day of the one hundred eighty (180) day period
                  immediately following the end of the taxable year of the
                  Company in which occurs the date of retirement or disability;
                  and



                           (2) in the case of death of Optionee while serving as
                  a member of the Board or while in the employ of the Company or
                  following his retirement or incurring a disability, but prior
                  to expiration of the period in which the Optionee otherwise
                  could have exercised the Nonstatutory Stock Option, not later
                  than the last day of the one hundred eighty (180) day period
                  immediately following the end of the taxable year of the
                  Company in which occurs the date such date of death.



         The Nonstatutory Stock Option may be exercised by Optionee or, in the
case of death, by the executor or administrator of Optionee's estate, or the
person or persons to whom Optionee's rights under the Nonstatutory Stock Option
shall pass by will or by the applicable laws of descent and distribution, or in
the case of disability, by Optionee's personal representative.



         For all purposes of this Nonstatutory Stock Option, employment has the
same meaning as set forth in the Plan document.



         8. Changes in the Company's Capital Structure. The existence of the
Nonstatutory Stock Option shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of Company or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Shares or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.



         9. Adjustment of Shares. In the event of stock dividends, spin-offs of
assets, or other extraordinary dividends, stock splits, combinations of shares,
recapitalizations, mergers, consolidations, reorganizations, liquidations,
issuances of rights or warrants and similar transactions or events affecting the
Nonstatutory Stock Option, the number of Shares subject to the Nonstatutory
Stock Option shall be appropriately adjusted pursuant to the terms of the Plan.



                                       5
<PAGE>


         10. No Rights in Shares. Optionee shall have no rights as a stockholder
in respect of Shares until such Optionee becomes the holder of record of such
Shares.



         11. Shares Reserved. The Company shall at all times during the Option
Period reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of this Nonstatutory Stock Option.



         12. Non-transferability of Nonstatutory Stock Option. The Nonstatutory
Stock Option granted pursuant to this document is not transferable other than by
will, the laws of descent and distribution. The Nonstatutory Stock Option will
be exercisable during Optionee's lifetime only by Optionee or by Optionee's
guardian or legal representative.



         13. Amendment and Termination. No amendment or termination of the
Nonstatutory Stock Option shall be made by the Board or the Committee at any
time without the written consent of Optionee. No amendment of the Plan will
adversely affect the rights, privileges and option of Optionee under the
Nonstatutory Stock Option without consent of Optionee.



         14. No Guarantee of Employment. The Nonstatutory Stock Option shall not
confer upon Optionee any right with respect to continuance of employment or
other service with the Company or any parent or subsidiary, nor shall it
interfere in any way with any right the Company or any parent or subsidiary
would otherwise have to terminate such Optionee's employment or other service at
any time.



         15. Withholding of Taxes. The Company shall have the right to (i) make
deductions from the number of Shares otherwise deliverable upon exercise of the
Nonstatutory Stock Option in an amount sufficient. to satisfy withholding of any
federal, state or local taxes required by law, or (ii) take such other action as
may be necessary or appropriate to satisfy any such tax withholding obligations.



         16. No Guarantee of Tax Consequences. Neither the Company or any parent
or subsidiary nor the Committee makes any commitment or guarantee that any
federal or state tax treatment will apply or be available to any person eligible
for benefits under the Nonstatutory Stock Option.



         17. Severability. In the event that any provision of the Nonstatutory
Stock Option shall be held illegal, invalid, or unenforceable for any reason,
such provision shall be fully severable, but shall not affect the remaining
provisions of the Nonstatutory Stock Option, and the Nonstatutory Stock Option
shall be construed and enforced as if the illegal, invalid, or unenforceable
provision had never been included herein.



         18. Governing Law. The Nonstatutory Stock Option shall be construed in
accordance with the laws of the State of Texas to the extent federal law does
not supersede and preempt Texas law.



                                       6
<PAGE>



         19. Limitation on this Nonstatutory Stock Option. Notwithstanding
anything to the contrary herein or in said Plan, this option is expressly
conditioned upon the First Amendment of the Plan being approved by the
shareholders of the Company and shall not be exercisable until such approval has
been secured.





                 [THIS SPACE INTENTIONALLY HAS BEEN LEFT BLANK.]



                                       7
<PAGE>


Executed effective as of the 28th day of September, 2000.



                                "COMPANY"




                                WASTE CORPORATION OF AMERICA, INC.




                                By: /s/ TOM J. FATJO, III
                                    --------------------------------------------
                                Printed Name: Tom J. Fatjo, III
                                              ----------------------------------
                                Title: Senior Vice President
                                       -----------------------------------------




Accepted effective as of the 28th day of September, 2000.



                                "OPTIONEE"




                                By: /s/ TOM J. FATJO, JR.
                                    --------------------------------------------
                                Printed Name: Tom J. Fatjo, Jr.
                                              ----------------------------------
                                Title: Chairman
                                       -----------------------------------------



                                       8
<PAGE>




                                   APPENDIX B


<PAGE>


                                   APPENDIX B



                                 WCA BONUS PLAN



                               SEPTEMBER 25, 2000



WCA WASTE SYSTEMS INC.:  65% weighting of overall bonus



-    Milestones             (1)  No default or Event of Default during the year
                                 unless waived by the Lender



                            (2)  Company met its CapEx budget, unless overages
                                 were approved by the Board



BONUS FORMULA:



<Table>
<S>                                    <C>           <C>          <C>
Bonus % of Base                                 15%          50%          85%
                                       -----------   ----------   ----------
EBITDA (1) % of Budget                          95%         100%         110%
</Table>



-        For negative variance, for every 1% EBITDA performance change there is
         a 7% bonus change.



-        For positive variance, for every 1% EBITDA performance change there is
         a 3.5% bonus change



-        Bonus to be paid as soon as practicable after measurement period. If
         employment terminates during the measurement period, a pro rata bonus
         will be paid based on the number of days the Executive was employed
         during the measurement period.



(1) Measured prior to the Executive Bonuses.



SOUTHERN WASTE:  35% weighting of overall bonus



-    Milestones                (1)  EBITDA meets or exceeds debt service and
                                    no breach of covenant



                               (2)  Within 10% of CapEx budget


BONUS FORMULA:


<Table>
<S>                             <C>             <C>              <C>
Bonus % of Base                          20%             50%             75%
                                -----------     -----------      ----------
EBITDA % of Budget                       90%            100%            110%
</Table>


                                       B-1

<PAGE>


EXAMPLE #1



-        a person makes $100K base



-        Waste Systems does 105% of budget



-        Southern Waste hits 100% of budget



<Table>
<Caption>
                    MIX          X      BONUS      =      WGT. AVG.
                    ---          -      -----      -      ---------
<S>           <C>   <C>          <C>    <C>        <C>    <C>
Waste         =      65%         X       67.5%     =           43.9%
Southern      =      35%         X         50%     =           17.5%

                           Bonus = 61.5%
</Table>



EXAMPLE #2 - BEST CARE



-        a person makes $100K base



-        Waste Systems does 110% of budget



-        Southern Waste hits 110% of budget



<Table>
<Caption>
                      MIX          X        BONUS       =       WGT. AVG.
                      ---          -        -----       -       ---------
<S>             <C>   <C>          <C>      <C>         <C>     <C>
Waste           =      65%         X           85%      =           55.25%
Southern        =      35%         X           75%      =           26.25%

                             Bonus = 81.5%
</Table>




EXAMPLE #3 - WORST PAYING CASE



-        a person makes $100K base



-        Waste Systems does 95% of budget



-        Southern Waste hits 90% of budget



<Table>
<Caption>
                        MIX          X         BONUS       =         WGT. AVG.
                        ---         ---        -----      ---        ---------
<S>             <C>     <C>         <C>        <C>        <C>        <C>
Waste           =        65%         X            15%      =              9.75%
Southern        =        35%         X            20%      =              7.00%

                               Bonus = 16.75%
</Table>


                                       B-2

<PAGE>


                                   APPENDIX B



                                 WCA BONUS PLAN



                               SEPTEMBER 26, 2000



WCA WASTE SYSTEMS INC.:  70% weighting of overall Bonus



-    Milestones                       (1)  No default or Event of Default during
                                           the year unless waived by the lender



                                      (2)  Company met its CapEx budget, unless
                                           overages were approved by the Board



BONUS FORMULA:



<Table>
<S>                         <C>             <C>              <C>
Bonus % of Base                      15%             50%              75%
                            -----------     -----------      -----------
EBITDA(1) % of Budget                95%            100%             110%
</Table>



-        For negative variance, for every 1% EBITDA performance change there is
         a 7% bonus change.



-        For positive variance, for every 1% EBITDA performance change there is
         a 2.5% bonus change



-        Bonus to be paid as soon as practicable after measurement period. If
         employment terminates during the measurement period, a pro rata bonus
         will be paid based on the number of days the Executive was employed
         during the measurement period.



<Table>
<Caption>
                2001         2002         2003         2004         2005
              --------     --------     --------     --------     --------
<S>           <C>          <C>          <C>          <C>          <C>
EBITDA        $   18.9M    $   20.2M    $   21.9M    $   23.7M
CapEx         $    7.0M    $    6.4M    $    7.3M    $    5.5M
</Table>



WASTE CORPORATION OF AMERICA, INC., ("SOUTHERN"): 30% weighting of overall bonus



-    Milestones               (1)  EBITDA meets or exceeds debt service(2) and
                                   no breach of covenant



                              (2)  Within 10% of CapEx budget


----------


(1) EBITDA is before Executives' bonuses



(2) Debt service at Waste Corporation of America, Inc. ("Southern") is net of
    interest income.



<PAGE>

BONUS FORMULA:



<Table>
<S>                             <C>              <C>              <C>
Bonus % of Base                          20%              50%              75%
                                -----------      -----------      -----------
EBITDA (1) % of Budget                   95%             100%             110%
</Table>




-        For negative variance, for every 1% EBITDA performance change there is
         a 6% bonus change.



-        For positive variance, for every 1% EBITDA performance change there is
         a 2.5% bonus change



-        Bonus to be paid as soon as practicable after measurement period. If
         employment terminates during the measurement period, a pro rata bonus
         will be paid based on the number of days the Executive was employed
         during the measurement period.



<Table>
<Caption>
                 2001         2002          2003          2004           2005
               --------     ---------     ---------     ---------     ---------
<S>            <C>          <C>           <C>           <C>           <C>
EBITDA         $  3.958M    $   4.414M    $   4.685M    $   4.959M
CapEx          $    690K    $     685K    $     440K    $     430K
</Table>



Example #1



-        Waste Systems does 105% of budget



-        Southern Waste hits 100% of budget



<Table>
<Caption>
                                MIX           X       BONUS      =      WGT. AVG.
                                ---          ---      -----     ---     ---------
<S>                      <C>    <C>          <C>      <C>       <C>     <C>
Waste Systems            =       70%          X        62.5%     =          43.75%
Southern                 =       30%          X        50.0%     =          15.00%

                                        Bonus = 58.75% of Base
</Table>




Example #2 - Best Case



-        Waste Systems does 110% of budget



-        Southern Waste hits 110% of budget



<Table>
<Caption>
                             MIX           X      BONUS         =      WGT. AVG.
                             ---          ---     -----        ---     ---------
<S>                  <C>     <C>          <C>     <C>          <C>     <C>
Waste Systems        =        70%          X         75%        =         52.50%
Southern             =        30%          X         75%        =         22.50%

                                     Bonus = 75% of Base
</Table>



Example #3 - Worst Paying Case



-        Waste Systems does 95% of budget



-        Southern Waste hits 95% of budget



<Table>
<Caption>
                             MIX          X      BONUS         =       WGT. AVG.
                             ---         ---     -----        ---      ---------
<S>                   <C>    <C>         <C>     <C>          <C>      <C>
Waste Systems         =       70%         X         15%        =           10.50%
Southern              =       30%         X         20%        =            6.00%

                                    Bonus = 16.50% of Base
</Table>


<PAGE>
                                  AMENDMENT #1
                              EMPLOYMENT AGREEMENT

This Amendment 1 to the Employment Agreement dated September 27, 2000 is entered
into between Waste Corporation of America, Inc. (the "Company" or the Employer")
and Tom J. Fatjo, Jr. (the "Executive") and shall be effective as of February
18, 2002.

The following Amendment has been agreed upon by both parties:

SECTION 4 SALARY. Except if Executive's employment is terminated pursuant to
Section 2(a), (b), (c) or (d) (in which case Section 7(a) applies) and except as
otherwise provided in Section 2(b), during the Term, Employer shall pay
Executive a base salary of $300,000 per year, payable bi-monthly ("Base
Salary"). The Base Salary will be increased each year on the anniversary
(beginning September 30, 2002) of the Employment Agreement by 5% (five percent).

The parties have executed this Amendment 1 as of this 18th day of February,
2002.

                                    Waste Corporation of America, Inc.




                                    By:  /s/ Jerome M. Kruszka
                                         -------------------------------------
                                    Printed Name:  Jerome M. Kruszka
                                                 -----------------------------
                                    Title:         President
                                          ------------------------------------



                                    Executive





                                    By:  /s/ Tom J. Fatjo, Jr.
                                         -------------------------------------
                                    Printed Name:  Tom J. Fatjo, Jr.
                                                 -----------------------------




<PAGE>
                               SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT

      This Second Amendment to Employment Agreement ("Amendment"), is entered
into between WCA Management Company, L.P. (the "Company"), Waste Corporation of
America, Inc. (the "Guarantor") and Tom J. Fatjo, Jr. (the "Executive") and is
effective as of May 1, 2002.

                                    RECITALS

      WHEREAS, the Executive is currently employed as an officer of the Company
pursuant to that certain Employment Agreement dated as of September 27, 2000, as
amended by that certain Amendment Number One dated February 18, 2002
(collectively, the "Employment Agreement") by and between the Guarantor and
Executive, which Employment Agreement was assigned to and assumed by the Company
as of January 1, 2002;

      WHEREAS, the Employment Agreement provides for certain payments, or
acceleration of payments to the Executive in the event of a "Change in Control"
as such term is defined in the Employment Agreement;

      WHEREAS, the Executive was granted nonstatutory stock options (the "Stock
Options") pursuant to the terms of the Waste Corporation of America, Inc. 1999
Non-Qualified Stock Option Plan (the "Stock Option Plan");

      WHEREAS, the vesting of such Stock Options may be accelerated in the event
of a "Change in Control" as defined in such Stock Option Plan; and

      WHEREAS, such payments and such acceleration of vesting of the Stock
Options could result in "excess parachute payments" (as such term is defined in
Section 280G(b) of the Internal Revenue Code of 1986 as amended (the "Code") to
the Executive, resulting in an excise tax to the Executive under Section 4999 of
the Code and a disallowance of deductions to the Company under Section 280G(a)
of the Code;

      NOW THEREFORE, in consideration of the mutual terms, conditions, and
covenants set forth herein, the Company and Executive agree to amend the
Employment Agreement as follows:

1.    Gross-Up Payment. If any payment or distribution by the Company or any of
      its affiliates or any acceleration of such payment or vesting of the Stock
      Options to or for the Executive, whether paid or payable or distributed or
      distributable under the Employment Agreement, this Amendment or under any
      other agreement, policy, plan, program or arrangement, including but not
      limited to the Employment Agreement or the Stock Option Plan, or the lapse
      or termination of any restriction under any agreement, policy, plan,
      program or arrangement (a "Payment"), would be subject to the excise tax
      imposed by Section 4999 of the Code by reason of being considered
      contingent on a change in ownership or control of the Company, with the
      meaning of Section 280G of the Code, or to any similar tax imposed by
      state or local law, or any interest or penalties with respect to such tax
      (such tax or taxes, together with any interest or penalties being
      hereafter collectively referred to as the "Excise Tax"), then Executive
      shall be entitled to receive


                                       1
<PAGE>
      an additional payment or payments (collectively, a "Gross-Up Payment").
      The Gross-Up Payment will be in an amount such that, after payment by
      Executive of all taxes (including any interest of penalties imposed with
      respect to such taxes), including any income tax or Excise Tax imposed on
      the Gross-Up Payment, Executive retains an amount equal to the Payment
      before any Excise Tax is imposed. Any Gross-Up Payment shall be due and
      payable to the Executive thirty (30) days prior to the due date of any
      Excise Tax.

2.    Scale-Back Agreement. Notwithstanding the foregoing, if no Excise Tax
      would apply if the aggregate Payments were reduced by three percent (3%),
      then the aggregate Payments shall be reduced by the amount necessary to
      avoid application of the Excise Tax, in such manner as the Executive shall
      direct, and no Gross-Up Payment will be made.

3.    Determination of Parachute Payments or Gross-Up. Any determination of the
      amount of Payments or Gross-Up required to be made under this Amendment
      shall be made in writing by a certified public accountant of the
      Executive's choosing, whose determination shall be conclusive and binding
      upon the Executive and the Company for all purposes. For this purpose, the
      accountant may make reasonable assumptions and approximations concerning
      applicable taxes and may rely on reasonable, good faith interpretations
      concerning the application of Sections 280G and 4999 of the Code. The
      Company and Executive shall promptly furnish to the accountant such
      information and documents as the accountant may reasonably request in
      order to make a determination hereunder. The Company shall bear the fees
      of the accountant and all costs the accountant may reasonably incur in
      connection with any calculations contemplated hereunder. The accountant
      shall be required to provide a detailed determination to the Company and
      the Executive within thirty (30) days after the date of receipt of all
      relevant information.

4.    Challenge by the IRS. If federal, state and local income or other tax
      returns filed by Executive are consistent with the determination of the
      accountant under paragraph 4 above, and the Internal Revenue Service or
      any other taxing authority asserts a claim or notice of deficiency
      (referred to in this Section as a "claim") against the Executive that, if
      successful, would require the payment by the Executive of an Excise Tax,
      the Company shall be obligated to make the Gross-Up Payment set forth
      above, provided that the Executive (i) notifies the Company within five
      (5) business days of the claim; (ii) does not pay such claim prior to the
      earlier of (1) the expiration of the thirty (30) calendar day period
      following the date on which he gives such notice to the Company and (2)
      the date that any payment of amount 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 will:

      (i)   Provide the Company with any written records or documents in his or
            her possession relating to such claim reasonably requested by the
            Company;

      (ii)  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


                                       2
<PAGE>
            competent in respect of the subject matter and reasonably selected
            by the Company;

      (iii) Cooperate with the Company in good faith in order to effectively
            contest such claim, which may include the payment of an amount
            advanced by the Company and assertion of claim for refund; and

      (iv)  Permit the Company to participate in any proceedings relating to
            such claim;

      provided, however, that the Company will bear and pay directly all costs
      and expenses (including interest and penalties) incurred in connection
      with such contest and will indemnify and hold harmless Executive, on an
      after-tax basis, for and against any Excise Tax or income tax, including
      interest and penalties with respect thereto, imposed as a result of such
      contest and any such payments. If the Company directs Executive to pay the
      tax claimed, or otherwise fails to contest the claim as described above,
      the Company will immediately pay to Executive the amount of the deficiency
      payment claimed by the IRS to be due, including but not limited to any
      interest, penalty or Excise Tax due on such deficiency (such payments to
      be collectively referred to as the "Deficiency Payment") and shall also
      pay to the Executive a Gross-Up Payment in an amount necessary to pay the
      income tax liability of the Executive on the Deficiency Payment and the
      Gross-Up Payment.

5.    Dispute Resolution. The Company and Executive agree that any dispute
      regarding the interpretation or enforcement of the Employment Agreement or
      this Amendment shall be decided by confidential, final and binding
      arbitration rather than by litigation in court, trial by jury or other
      forum. Executive and Company agree that in any dispute resolution
      proceedings arising out of the Employment Agreement or this Amendment, the
      Company shall be responsible for all reasonable attorney's fees and costs
      incurred by Executive, not to exceed $50,000 in connection with the
      resolution of the dispute in addition to any other relief granted.

6.    Guarantee by Waste Corporation of America, Inc. Notwithstanding the
      assignment of the Employment Agreement from the Guarantor to the Company,
      and the acceptance of all obligations of the Guarantor under the
      Employment Agreement by the Company, the Guarantor shall remain jointly
      and severally liable with respect to all obligations of the Guarantor
      under the Employment Agreement and hereby guarantees all the obligations
      of the Company under this Amendment.

7.    Employment Agreement Affirmed. Except as specifically amended by this
      amendment, the Employment Agreement is hereby ratified and affirmed in all
      respects.

      The parties have executed this Amendment as of the date first set forth
above.

                           [SIGNATURE PAGE TO FOLLOW]

                                       3
<PAGE>
WASTE CORPORATION OF AMERICA, INC.




By:   /s/ Jerome M. Kruszka
   ---------------------------------------
Printed Name:     Jerome M. Kruszka
             -----------------------------
Title:      President
      ------------------------------------


WCA MANAGEMENT COMPANY, L.P.

By:   WCA Management General, Inc.

      By:   /s/ Jerome M. Kruszka
         ---------------------------------
      Printed Name:     Jerome M. Kruszka
                   -----------------------
      Title:      President
            ------------------------------

Its:  General Partner


EXECUTIVE:




By:   /s/ Tom J. Fatjo, Jr.
   ---------------------------------------
Printed Name:     Tom J. Fatjo, Jr.
             -----------------------------
Title:      Chairman
      ------------------------------------
<PAGE>
                               THIRD AMENDMENT TO
                              EMPLOYMENT AGREEMENT

      This Third Amendment to Employment Agreement ("Third Amendment"), is
entered into between WCA Management Company, L.P. (the "Company"), Waste
Corporation of America, Inc. (the "Guarantor") and Tom J. Fatjo, Jr. (the
"Executive") and is entered into on April 13, 2004 ("Effective Date").

                                    RECITALS

      WHEREAS, the Executive is currently employed as an officer of the Company
pursuant to that certain Employment Agreement dated as of September 27, 2000 by
and between the Guarantor and Executive, which was assigned to and assumed by
the Company as of January 1, 2002 and which was amended by that certain First
Amendment to Employment Agreement dated February 18, 2002 and that certain
Second Amendment to Employment Agreement on or about May 1, 2002 (such
agreement, as assigned and amended, the "Employment Agreement"); and

      WHEREAS, the parties to the Employment desire to renew and extend the term
of the Employment Agreement and to amend the Agreement as set forth in this
Third Amendment.

      NOW THEREFORE, in consideration of the mutual terms, conditions, and
covenants set forth herein, the Company and Executive agree to amend the
Employment Agreement as follows:

1.    Section 1, "Term of Employment" is amended by striking the section in its
      entirety and substituting the following in its stead:

      "The Company hereby agrees to employ the Executive, and the Executive
      hereby agrees to remain in the employ of the Company, for a three-year
      period commencing on the Effective Date of this Agreement and on each
      subsequent anniversary of the Effective Date this Agreement will
      automatically renew for a three year term (the "Term"). This Agreement
      shall terminate on the earlier of (a) the last day of the Term or (b) such
      earlier date as this Agreement is terminated pursuant to Section 2."

2.    Section 2, "Termination of Employment" is amended by striking subsection
      (e) in its entirety.

3.    Section 7, "Effects of Termination of Employment" is amended by striking
      "equal to one (1) year of Executives' Base Salary" in the second sentence
      in subsection (a) and substituting the following in its stead:

      "equal to the Executives' Base Salary for the Remaining Term of the
      Agreement"

4.    Employment Agreement Affirmed. Except as specifically amended by this
      amendment, the Employment Agreement is hereby ratified and affirmed in all
      respects.
<PAGE>
The parties have executed this Amendment as of the date first set forth above.

WASTE CORPORATION OF AMERICA, INC.



By:   /s/ Jerome M. Kruszka
   ---------------------------------------
Printed Name:     Jerome M. Kruszka
Title:            President

WCA MANAGEMENT COMPANY, L.P.

By:   WCA Management General, Inc.

      By:   /s/ Jerome M. Kruszka
         ---------------------------------
      Printed Name:     Jerome M. Kruszka
      Title:            President

Its:  General Partner

EXECUTIVE:



By:   /s/ Tom J. Fatjo, Jr.
   ---------------------------------------
Printed Name:     Tom J. Fatjo, Jr.
Title:            Chairman & CEO