Exhibit 10.3

                             AMENDMENT NO. 2 TO THE
                 EMPLOYMENT AGREEMENT FOR ROBERT C. BOUCHER, JR.


     This  AMENDMENT NO. 2 (this  "Amendment")  is to the  Employment  Agreement
dated March 1, 2002,  (the  "Employment  Agreement")  and Amendment No. 1 to the
Employment  Agreement,  effective as of May 24, 2004,  by and between  Robert C.
Boucher, Jr., 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 No. 1 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 No. 1 Thereto.

     1.   Compensation. Section "2. Compensation" is amended in part as follows:

          The annual base salary  stated in section 2, as amended  previously in
     Amendment No. 1, is hereby changed from $265,200 to $300,000.

     2.   Rights and Payments Upon Termination.  Section "6. Rights and Payments
Upon  Termination"  as previously  amended by paragraph 5 of Amendment No. 1, is
amended in part as follows

          (a)  The  second  sentence  of Section  6(b),  Severance  Payment,  is
     amended in part as follows:

          ... For purposes of the immediately  preceding sentence,  X is the sum
          of $265,200,  and Y is the  Executive's  bonus  payment(s) made by the
          Company to the  Executive  in the  Company's  fiscal year  immediately
          preceding  the  fiscal  year in which his  termination  of  employment
          occurred. ...

          (b)  The  definition  of "Change of Control" set forth in Section 6(b)
     is amended to provide:

          On and after  December  15,  2005,  "Change in Control" of the Company
          shall be deemed to have  occurred if any of the  following  shall have
          taken  place:  (1) a change in control is  reported  by the Company in
          response  to  either  Item  6(e) of  Schedule  14A of  Regulation  14A
          promulgated  under the Securities  Exchange Act of 1934 (the "Exchange
          Act") or Item 1 of Form 8-K promulgated under the Exchange Act, or any


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          successor  provisions thereto;  (2) any "person" (as such term is used
          in Sections  13(d) and 14(d)(2) of the Exchange Act) is or becomes the
          "beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),
          or any  successor  provisions  thereto,  directly  or  indirectly,  of
          securities of the Company  representing  twenty-five  (25%) or more of
          the   combined   voting  power  of  the   Company's   then-outstanding
          securities;  (3) the approval by the  stockholders of the Company of a
          reorganization, merger, or consolidation, in each case with respect to
          which persons who were  stockholders of the Company  immediately prior
          to such  reorganization,  merger, or consolidation do not, immediately
          thereafter,  own or  control  more  than  fifty  percent  (50%) of the
          combined  voting power  entitled to vote  generally in the election of
          directors of the  reorganized,  merged or consolidated  Company's then
          outstanding securities, or a liquidation or dissolution of the Company
          or of the sale of all or  substantially  all of the Company's  assets;
          (4) in the event any person  shall be elected by the  stockholders  of
          the  Company  to the  Board  of  Directors  who  shall  have  not been
          nominated  for election by a majority of the Board of Directors or any
          duly  appointed  committee  thereof;  or (5) following the election or
          removal of directors, a majority of the Board of Directors consists of
          individuals who were not members of the Board of Directors consists of
          individuals  who were not  members of the Board of  Directors  two (2)
          years  before such  election or removal,  unless the  election of each
          director  who is not a  director  at the  beginning  of such  two-year
          period has been approved in advance by directors representing at least
          a majority of the directors  then in office who were  directors at the
          beginning of the two-year period.

     3.   The  provisions  of paragraph 6 of Amendment No. 1 are 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.

     4.   The current language under Section 2, as amended, shall be referred to
as subparagraph (a) and the following  subparagraph (b) is added to Section 2 as
follows:

          (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


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          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.

     Ratification. Except as expressly amended by this Amendment, the Employment
Agreement and Amendment No. 1 to the Employment  Agreement of Robert C. Boucher,
Jr.  (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/ Alvin L. Thomas II
                               ----------------------------------

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

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

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



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


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<PAGE>


                                By: /s/ Robert C. Boucher, Jr.
                                    --------------------------------------------
                                        Robert C. Boucher, Jr., an individual

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



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


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