Exhibit 10.1

                             THIRD AMENDMENT TO THE
                     AGREEMENT CONCERNING EMPLOYMENT RIGHTS

     This  Third  Amendment  to  the  Agreement  Concerning   Employment  Rights
effective  July  24,  2005,  ("Amendment")  amends  that one  certain  Agreement
Concerning  Employment  Rights by and  between  Synagro  Technologies,  Inc.,  a
Delaware corporation  (hereafter "Company") and Alvin L. Thomas II ("Executive")
dated  February  19,  1999,  as  amended  January  27,  2000 and  March 1,  2001
(collectively "Employment Agreement").

     WHEREAS,  the  Compensation  Committee  of the  Board of  Directors  of the
Company has deemed it to be advisable  and in the best  interests of the Company
and its subsidiaries to amend the employment  agreements of certain  individuals
to provide for grants of restricted stock in certain circumstances;

     WHEREAS,  the Company has selected  Executive as one such individual  whose
employment agreement should so be amended.

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

     1.   The current language under Paragraph 2, as amended,  shall be referred
to as  subparagraph  (a) and the following  paragraph is added to the Employment
Agreement as Paragraph 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 the Company'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 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.   Ratification.  Except as  expressly  amended  by this  Amendment,  the
Employment  Agreement shall remain in full force and effect. None of the rights,
interests and obligations  existing and to exist under the Employment  Agreement
are hereby released, diminished or impaired, and the parties hereby reaffirm all
covenants, representations and warranties in the Employment Agreement.


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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed effective as of the effective date above written.


                                         SYNAGRO TECHNOLOGIES, INC.,
                                         a Delaware corporation
                                         ("COMPANY")




                                         By:  /s/ Robert C. Boucher, Jr.
                                              ----------------------------------
                                         Name:  Robert C. Boucher, Jr.
                                         Title: President & CEO
                                         Date:  December 7, 2005


                                         EXECUTIVE



                                         /s/ Alvin L. Thomas II
                                             -----------------------------------
                                         Name:  Alvin L. Thomas II
                                         Date:  December 7, 2005