Exhibit 10.2

                    AGREEMENT FOR RECEIPT OF RESTRICTED STOCK


     This  Agreement  for Receipt of  Restricted  Stock by and  between  Synagro
Management,  L.P., a Texas limited partnership  (hereafter "Company") and Thomas
M. Urban ("Employee") shall be effective as of July 24, 2005 ("Agreement").

     WHEREAS,  Synagro Technologies,  Inc. ("Synagro") is the ultimate parent of
the Company.

     WHEREAS,  the  Compensation  Committee of the Board of Directors of Synagro
has deemed it to be  advisable  and in the best  interests  of  Synagro  and its
subsidiaries to provide agreement to certain  individuals  authorizing grants of
restricted stock in certain circumstances;

     WHEREAS,  Synagro  and the  Company  have  selected  Employee  as one  such
individual to receive such an agreement.

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

     1.   For so long as Employee 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 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.   Nothing  contained in this Agreement,  another written  statement,  or
     oral  agreement  shall  change  Employee's  "at  will"  status.  Employee's
     employment  may be  terminated  for any  reason,  with or without  cause or
     notice, at any time by Employee or Company.


<PAGE>


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

SYNAGRO MANAGEMENT, L.P.,                   EMPLOYEE
("COMPANY")



By:   /s/ Robert C. Boucher, Jr.                     /s/ Thomas M. Urban
      --------------------------                     ----------------------
Name:  Robert C. Boucher, Jr.                        Name: Thomas M. Urban
Title: President of Synagro Texas, Inc.,
       It's General Partner                          Date: December 7, 2005
                                                           ----------------
Date:  December 7, 2005
       ----------------


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