Exhibit 10.4

                             AMENDMENT NO. 3 TO THE
                    EMPLOYMENT AGREEMENT FOR J. PAUL WITHROW


     This  AMENDMENT NO. 3 (this  "Amendment")  is to the  Employment  Agreement
dated February 19, 1999 (the "Employment Agreement"), and Amendment No. 1 to the
Employment Agreement (as amended by the Agreement Concerning  Employment Rights,
dated  January 27,  2000 (the "First  Amendment"),  and  Amendment  No. 2, dated
effective as of March 1, 2001,  by and between J. Paul Withrow,  an  individual,
hereinafter  referred to as  "Executive",  and  Synagro  Technologies,  Inc.,  a
Delaware corporation, hereinafter referred to as "Synagro" or the "Company."

     WHEREAS,  Executive and Synagro  desire and hereby  mutually agree to amend
the Executive's  Employment  Agreement and its Amendment Nos. 1 and 2 in certain
limited respects, as more specifically set forth below; and

     WHEREAS, capitalized terms not defined herein shall have the meanings given
to them in the Employment Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the mutual promises
and covenants set forth herein, agree as follows:

     Amendments to Employment Agreement and Amendment Nos. 1 and 2 Thereto.

     1.   Compensation.

          a.   Section "2.  Compensation" as previously amended by the Agreement
Concerning  Employment  Rights  shall be  referred to as  subsection  (a) and is
amended in part as follows:

          The annual  base  salary  stated in Section 2 is hereby  changed  from
          $175,000 to $255,000.

          b.   The following paragraph is added as Section 2(b):

               (b)  For so long as  Executive is employed by the Company and for
          thirty (30) days thereafter, the following shall apply:

               To the extent dividends are declared and paid on Synagro's Common
               Stock,  the Employee will be entitled to receive shares of Common
               Stock under the Synagro Technologies,  Inc. 2005 Restricted Stock
               Plan (or any successor equity  incentive plan thereto),  provided
               that such  Employee  then held options to purchase  Common Stock.
               The value of the shares of Common Stock  received  will equal the
               value of  dividends  that would  have been  payable on the Common
               Stock  underlying the options to purchase  Common Stock then held


                                                            Initials: __________

                                                            Initials: __________


                                       -1-

<PAGE>

               by such Employee if such options had been exercised. Common Stock
               awards  relating to options that are then vested and  exercisable
               will  not be  subject  to any  restriction  on  transfer.  Awards
               relating  to  options  that are not  then  vested  shall  contain
               appropriate  restrictions  on transfer that shall lapse when such
               options become vested and  exercisable.  If the option(s)  lapses
               and does not vest,  then the  restricted  common  stock  award(s)
               related to such  option(s)  shall be  forfeited  and  returned to
               Synagro pursuant to the 2005 Restricted Stock Plan.

     2.   Amendment to Amendment No. 2. The provisions of paragraph  number 1 of
Amendment  No. 2 to the  Employment  Agreement  of J. Paul Withrow is amended in
part to delete the following sentences in their entirety:

          As a  condition  to  receiving  the  Option  Payment,  Executive  must
          surrender all other options to purchase  Synagro  common stock that he
          has been granted. However, the Option Payment shall not be required to
          be made if  Executive  has, at any time,  whether  before or after the
          date of this agreement,  been granted (for purposes  hereof,  existing
          options  which are  repriced  to an  exercise  price of $2.50 shall be
          deemed to be  re-granted)  options to purchase an aggregate  amount of
          shares of common stock of Synagro equal to the Base Option Amount with
          an average strike price of $2.50 or less.


     Ratification. Except as expressly amended by this Amendment, the Employment
Agreement, Amendment No. 1 and Amendment No. 2 to the Employment Agreement of J.
Paul Withrow (herein  together "the  Agreement")  shall remain in full force and
effect.  None of the rights,  interests  and  obligations  existing and to exist
under the Agreement are hereby released, diminished or impaired, and the parties
hereby reaffirm all covenants, representations and warranties in the Agreement.


     IN WITNESS  WHEREOF;  the parties  have caused  this  Amendment  to be duly
executed on December 7, 2005.


                              SYNAGRO TECHNOLOGIES, INC., a
                              Delaware corporation


                              By:  s/s Alvin L. Thomas II
                                   ------------------------------------

                              Name:  Alvin L. Thomas II
                                     ----------------------------------

                              Title: EVP General Counsel
                                     ----------------------------------


                                                            Initials: __________

                                                            Initials: __________


                                       -2-

<PAGE>


     SUBSCRIBED  AND SWORN TO before me, the  undersigned  authority on this 7th
day of December, 2005.



                                      /s/
                                      ------------------------------------------
                                                    Notary Public








                                      By /s/   J. Paul Withrow
                                          --------------------------------------
                                      J.Paul Withrow, an individual

     SUBSCRIBED  AND SWORN TO before me, the  undersigned  authority on this 7th
day of December, 2005.



                                      /s/
                                      ------------------------------------------
                                                    Notary Public


                                      -3-