EMPLOYMENT AGREEMENTUSA WASTE SERVICES, INC. (the "Company"), and CHARLES A. WILCOX (the"Executive") hereby enter into this EMPLOYMENT AGREEMENT ("Agreement") dated asof 2-3-98, as follows:1. EMPLOYMENT.The Company shall employ Executive, and Executive shall be employed by theCompany upon the terms and subject to the conditions set forth in thisAgreement.2. TERM OF EMPLOYMENT.The period of Executive's employment under this Agreement shall begin as ofJanuary 1, 1997, and shall be for continuously renewing three (3) year terms,unless Executive's employment is terminated in accordance with Section 5 below.3. DUTIES AND RESPONSIBILITIES.(a)  Executive shall serve as Regional Vice President, and report to President     and Chief Operating Officer. In such capacity, Executive shall perform such     duties as may be assigned to Executive from time to time by the Board of     Directors of the Company, or the Chief Operating Officer of the Company, or     the Chief Executive Officer of the Company.(b)  Executive shall faithfully serve the Company, and/or its affiliated     corporations, devote Executive's full working time, attention and energies     to the business of the Company, and/or its affiliated corporations, and     perform the duties under this Agreement to the best of Executive's     abilities. Executive may make and manage his personal investments, provided     such investments in other activities do not violate, in any material     respect, the provisions of Section 8 of this Agreement.(c)  Executive shall (i) comply with all applicable laws, rules and regulations,     and all requirements of all applicable regulatory, self-regulatory, and     administrative bodies; (ii) comply with the Company's rules, procedures,     policies, requirements, and directions; and (iii) not engage in any other     business or employment without the written consent of the Company except as     otherwise specifically provided herein.4. COMPENSATION AND BENEFITS.(a)  BASE SALARY. During the Employment Term, the Company shall pay Executive a     base salary at the annual rate of three hundred ten thousand ($310,000)     dollars per year, or such higher rate as may be determined from time to     time by the Company ("Base Salary"). Such Base Salary shall be paid in     accordance with the Company's standard payroll practice for executives.<PAGE>   2(b)  EXPENSE REIMBURSEMENT. The Company shall promptly reimburse Executive for     the ordinary and necessary business expenses incurred by Executive in the     performance of the duties hereunder in accordance with the Company's     customary practices applicable to executives, provided that such expenses     are incurred and accounted for in accordance with the Company's policy.(c)  BENEFIT PLANS. Executive shall be eligible to participate in or receive     benefits under any pension plan, profit sharing plan, medical and dental     benefits plan, life insurance plan, short-term and long-term disability     plans, supplemental and/or incentive compensation plans, or any other     fringe benefit plan, generally made available by the Company to executives     working pursuant to this form of Agreement (hereinafter referred to as     "similarly situated executives."(d)  EMPLOYEE'S EXPENSES. All costs and expenses (including reasonable legal,     accounting and other advisory fees) incurred by the Executive to (i) defend     the validity of this Agreement, (ii) contest any determination by the     Company concerning the amounts payable (or reimbursable) by the Company to     the Executive under this Agreement, (iii) determine in any tax year of the     Executive, the tax consequences to the Executive of any amount payable (or     reimbursable) under Section 7(b) or 7(c) hereof, or (iv) prepare responses     to an Internal Revenue Service audit of, and to otherwise defend, his     personal income tax return for any year which is the subject of any such     audit, or an adverse determination, administrative proceedings or civil     litigation arising therefrom that is occasioned by or related to any audit     by the Internal Revenue Service of the Company's income tax returns, are,     upon written demand by the Executive, to be promptly advanced or reimbursed     to the Executive, or paid directly, on a current basis, by the Company or     its successors.5. TERMINATION OF EMPLOYMENT.Executive's employment hereunder may be terminated under the followingcircumstances:(a)  DEATH. Executive's employment hereunder shall terminate upon Executive's     death.(b)  TOTAL DISABILITY. The Company may terminate Executive's employment     hereunder upon Executive becoming "Totally Disabled". For purposes of this     Agreement, Executive shall be "Totally Disabled" if Executive is physically     or mentally incapacitated so as to render Executive incapable of     performing Executive's usual and customary duties under this Agreement.     Executive's receipt of disability benefits under the Company's long-term     disability plan or receipt of Social Security disability benefits shall be     deemed conclusive evidence of Total Disability for purpose of this     Agreement; provided, however, that in the absence of Executive's receipt of     such long-term disability benefits or Social Security benefits, the     Company's Board of Directors may, in its reasonable discretion (but based     upon appropriate medical evidence), determine that Executive is Totally     Disabled.                                  Page 2 of 15<PAGE>   3(c)  TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate Executive's     employment hereunder for "Cause" at any time after providing written notice     to Executive.     (i)   For purposes of this Agreement, the term "Cause" shall mean any of            the following: (A) conviction of a crime (including conviction on a            nolo contendere plea) involving a felony or, in the good faith            judgment of the Company's Board of Directors, fraud, dishonesty, or            moral turpitude; (B) deliberate and continual refusal to perform            employment duties reasonably requested by the Company or an affiliate           after thirty (30) days' written notice by certified mail of such            failure to perform, specifying that the failure constitutes cause            (other than as a result of vacation, sickness, illness or injury);            (C) fraud or embezzlement determined in accordance with the Company's           normal, internal investigative procedures consistently applied in            comparable circumstances; (D) gross misconduct or gross negligence in           connection with the business of the Company or an affiliate which has           substantial effect on the Company or the affiliate; or (E) breach of           any of the covenants set forth in Section 8 hereof.     (ii)  An individual will be considered to have been terminated for Cause if           the Company determines that the individual engaged in an act           constituting Cause at any time prior to a payment date for an award,           regardless of whether the individual terminates employment            voluntarily or is terminated involuntarily, and regardless of            whether the individual's termination initially was considered to            have been for Cause.     (iii) Any determination of Cause under this Agreement shall be made by           resolution of the Company's Board of Directors adopted by the           affirmative vote of not less than a majority of the entire membership           of the Board of Directors at a meeting called and held for that           purpose and at which Executive is given an opportunity to be heard.(d)  VOLUNTARY TERMINATION BY EXECUTIVE. Executive may terminate employment     hereunder at any time after providing ninety (90) days' written notice to     the Company, or for good reason as described in Section 7 of this     Agreement.(e)  TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate     Executive's employment hereunder without Cause at any time after providing     written notice to Executive.6.   COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT.In the event that Executive's employment hereunder is terminated, Executiveshall be entitled to the following compensation and benefits upon suchtermination:(a)  TERMINATION BY REASON OF DEATH. In the event that Executive's employment is     terminated by reason of Executive's death, the Company shall pay the     following amounts to Executive's beneficiary or estate:                                  Page 3 of 15<PAGE>   4     (i)   Any accrued but unpaid Base Salary for services rendered to the date           of death, any accrued but unpaid expenses required to be reimbursed           under this Agreement; a pro-rata "bonus" or incentive compensation           payment to the extent payments are awarded to similarly situated           executives and paid at the same time as similarly situated executives           are paid; and any vacation accrued to the date of death.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4(c) hereof            as determined and paid in accordance with the terms of such plans,           policies and arrangements.     (iii) An amount equal to the Base Salary (at the rate in effect as of the           date of Executive's death) which would have been payable to Executive           if Executive had continued in employment until the end of the current           Employment Term (three [3] years). Such amount shall be paid in a           single lump sum cash payment within thirty (30) days after            Executive's death.     (iv)  As of the date of termination by reason of Executive's death, stock           options awarded to Executive shall be fully vested. Executive's            estate or beneficiary shall have up to one (1) year from the date of           death to exercise all such options. (b)  TERMINATION BY REASON OF TOTAL DISABILITY. In the event that Executive's     employment is terminated by reason of Executive's Total Disability as     determined in accordance with Section 5(b), the Company shall pay the     following amounts to Executive:     (i)   Any accrued but unpaid Base Salary for services rendered to the date           of termination, any accrued but unpaid expenses required to be           reimbursed under this Agreement, any vacation accrued to the date of           termination. Executive shall also be eligible for a bonus or            incentive compensation payment to the extent such awards are made to           similarly situated executives, pro-rated for the year in which            Executive is terminated and paid at the same time as similarly            situated executives are paid.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4(c) hereof            shall be determined and paid in accordance with the terms of such            plans, policies and arrangements.     (iii) The Base Salary (at the rate in effect as of the date of Executive's           Total Disability) which would have been payable to Executive if           Executive had continued in active employment until the end of the           current Employment Term (three [3] years). Payment shall be made at           the same time and in the same manner as such compensation would have           been paid if Executive had remained in active employment until the            end of such period.     (iv)  As of the date of termination by reason of Executive's total           disability, Executive shall be fully vested in all stock option           awards. Executive shall have up to one (1)                                  Page 4 of 15<PAGE>   5          year from the date of termination by reason of total disability to          exercise all such options.(c)  TERMINATION FOR CAUSE. In the event that Executive's employment is     terminated by the Company for Cause pursuant to Section 5(c), the Company     shall pay the following amounts to Executive:     (i)  Any accrued but unpaid Base Salary for services rendered to the date          of termination, any accrued but unpaid expenses required to be          reimbursed under this Agreement, any vacation accrued to the date of          termination.     (ii) Any benefits to which Executive may be entitled pursuant to the plans,          policies and arrangements referred to in Section 4(c) hereof shall be          determined and paid in accordance with the terms of such plans,          policies and arrangements.(d)  VOLUNTARY TERMINATION BY EXECUTIVE. In the event that Executive terminates     employment pursuant to Section 5(d), and other than for a resignation     tendered pursuant to Section 7 of this Agreement, the Company shall pay the     following amounts to Executive:     (i)  Any accrued but unpaid Base Salary for services rendered to the date          of termination, any accrued but unpaid expenses required to be          reimbursed under this Agreement, any vacation accrued to the date of          termination.     (ii) Any benefits to which Executive may be entitled pursuant to the plans,          policies and arrangements referred to in Section 4(c) hereof shall be          determined and paid in accordance with the terms of such plans,          policies and arrangements.(e)  TERMINATION BY THE COMPANY WITHOUT CAUSE. In the event that Executive's     employment is terminated by the Company pursuant to Section 5(e) for     reasons other than death, Total Disability or Cause, the Company shall pay     the following amounts to Executive:     (i)   Any accrued but unpaid Base Salary for services rendered to the date           of termination, any accrued but unpaid expenses required to be           reimbursed under this Agreement, any vacation accrued to the date of           termination.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4(c) hereof            shall be determined and paid in accordance with the terms of such            plans, policies and arrangements.     (iii) An annual amount equal to 75 percent (75%) of the average of           Executive's "Total Annual Direct Compensation" for the two highest of           the three most recent calendar years prior to Executive's            termination. Such annual amount shall be paid during the three (3)            year period beginning on the date of Executive's termination and            shall be paid at the same time and in the same manner as Base Salary            would have been paid if Executive had remained in active employment            until the end of such period. For                                  Page 5 of 15<PAGE>   6           purposes of this Agreement, the term "Total Annual Direct           Compensation" means the total of the Base Salary and other cash           compensation payable to Executive attributable to a calendar year (A)           including any cash compensation which would have been payable for            such year but for Executive's election to defer payment of such           compensation and (B) excluding any amounts recognized as compensation           as a result of Executive's exercise of a stock option or receipt of a           stock award.     (iv)  The Company completely at its expense will continue for Executive and           Executive's spouse and dependents, all health benefit plans, programs           or arrangements, whether group or individual, in which Executive was           entitled to participate at any time during the twelve-month period           prior to the date of termination, until the earliest to occur of (A)           three (3) years after the date of termination; (B) Executive's death           (provided that benefits payable to Executive's beneficiaries shall            not terminate upon Executive's death); or (C) with respect to any           particular plan, program or arrangement, the date Executive becomes           covered by a comparable benefit by a subsequent employer. In the            event that Executive's continued participation in any such plan,            program, or arrangement of the Company is prohibited, the Company            will arrange to provide Executive with benefits substantially similar           to those which Executive would have been entitled to receive under            such plan, program, or arrangement, for such period.     (v)   Except to the extent prohibited by law, Executive will be 100% vested           in all benefits, awards, and grants accrued but unpaid as of the date           of termination under any pension plan, profit sharing plan,           supplemental and/or incentive compensation plans, and stock option           plans in which Executive was a participant as of the date of           termination. Executive shall have one (1) year from the date of           termination to exercise stock options. Executive shall also be           eligible for a bonus or incentive compensation payment, to the extent           payments are made to similarly situated executives, pro-rated for the           year in which the Executive is terminated, paid at the same time as           similarly situated executives are paid.(f)  NO OTHER BENEFITS OR COMPENSATION. Except as may be provided under this     Agreement, under the terms of any incentive compensation, employee benefit,     or fringe benefit plan applicable to Executive at the time of Executive's     termination or resignation of employment, Executive shall have no right to     receive any other compensation, or to participate in any other plan,     arrangement or benefit, with respect to future periods after such     termination or resignation.(g)  SUSPENSION OR TERMINATION OF BENEFITS AND COMPENSATION. In the event that     the Company, in its sole discretion determines that, without the Company's     express written consent, Executive has     (i)  directly or indirectly engaged in, assisted or have any active          interest or involvement whether as an employee, agent, consultant,          creditor, advisor, officer, director, stockholder (excluding holding          of less than 1% of the stock of a public company),                                  Page 6 of 15<PAGE>   7          partner, proprietor, or any type of principal whatsoever, in any          person, firm, or business entity which is directly or indirectly          competitive with the Company or any of its affiliates, or     (ii) directly or indirectly, for or on behalf of any person, firm, or          business entity which is directly or indirectly competitive with the          Company or any of its affiliates (A) solicited or accepted from any          person or entity who is or was a client of the Company during the term          of Executive's employment hereunder or during any of the twelve          calendar months preceding or following the termination of Executive's          employment any business for services similar to those rendered by the          Company, (B) requested or advised any present or future customer of          the Company to withdraw, curtail or cancel its business dealings with          the Company, or (C) requested or advised any employee of the Company          to terminate his or her employment with the Company;     the Company shall have the right to suspend or terminate any or all     remaining benefits payable pursuant to Section 6 of this Agreement. Such     suspension or termination of benefits shall be in addition to and shall not     limit any and all other rights and remedies that the Company may have     against Executive.7. RESIGNATION BY EXECUTIVE FOR GOOD REASON AND COMPENSATION PAYABLE FOLLOWINGCHANGE IN CONTROL.(a)  RESIGNATION FOR GOOD REASON FOLLOWING CHANGE IN CONTROL. In the event a     "Change in Control" occurs, Executive will be paid the compensation     described in this Section 7 if Executive resigns or is terminated (both a     "resignation" and "termination" being referred to as "termination" for the     purposes of this Section 7) from employment with the Company at any time     prior to the six (6) month anniversary of the date of the Change in Control     following the occurrence of any of the following events:     (i)   without Executive's express written consent, the assignment to           Executive of any duties inconsistent with Executive's positions,           duties, responsibilities and status with the Company immediately           before a Change in Control, or a change in Executive's reporting,           responsibilities, titles or offices as in effect immediately before a           Change in Control, or any removal of Executive from, or any failure            to re-elect Executive to, any of such positions, except in connection           with the termination of Executive's employment as a result of death,           or by the Company for Disability or Cause, or by Executive other than           for the reasons described in this Section 7(a);     (ii)  a reduction by the Company in Executive's Base Salary as in effect           immediately before a Change in Control plus all increases therein           subsequent thereto;     (iii) the failure of the Company substantially to maintain and to continue           Executive's participation in the Company's benefit plans as in effect           immediately before a Change in Control and with all improvements           therein subsequent thereto (other than                                  Page 7 of 15<PAGE>   8           those plans or improvements that have expired thereafter in            accordance with their original terms), or the taking of any action            which would materially reduce Executive's benefits under any of such            plans or deprive Executive of any material fringe benefit enjoyed by            Executive immediately before a Change in Control, unless such            reduction or termination is required by law;     (iv)  the failure of the Company to provide Executive with an appropriate           adjustment to compensation such as a lump sum relocation bonus,            salary adjustment and/or housing allowance so that Executive can            purchase comparable primary housing if required to relocate (it being           the intention of this Section 7[a][iv] to keep the Executive "whole"           if required to relocate). In this regard, comparable housing shall be           determined by comparing factors such as location (taking into            account, by way of example, items such as the value of the            surrounding neighborhood, reputation of the public school district,            if applicable, security and proximity to Executive's place of work),           quality of construction, design, age, size of the housing and the            ratio of the monthly payments including principle, interest, taxes            and insurance to the Executive's take home pay, to housing most            recently owned by Executive prior to, or as of the effective date of           the change of control;     (v)   the failure by the Company to pay Executive any portion of            Executive's current compensation, or any portion of Executive's            compensation deferred under any plan, agreement or arrangement of or           with the Company, within seven (7) days of the date such            compensation is due; or     (vi)  the failure by the Company to obtain an assumption of, and agreement           to perform the obligations of the Company under this Agreement by any           successor to the Company.(b)  COMPENSATION PAYABLE. In the event that Executive terminates employment     pursuant to Section 7(a), the Company shall pay the following amounts to     Executive:     (i)   Any accrued but unpaid Base Salary for services rendered to the date           of termination, any accrued but unpaid expenses required to be           reimbursed under this Agreement, any vacation accrued to the date of           termination.     (ii)  Any benefits to which Executive may be entitled pursuant to the            plans, policies and arrangements referred to in Section 4c hereof,            shall be determined and paid in accordance with the terms of such            plans, policies and arrangements.     (iii) An amount equal to $1.00 less than three (3) times Executive's "base           amount" within the full meaning of Section 280G of the Internal           Revenue Code. Such amount shall be paid to Executive in a single lump           sum cash payment within five (5) business days after the effective           date of Executive's termination.                                  Page 8 of 15<PAGE>   9     (iv) Executive will be 100% vested in all benefits, awards, and grants          (including stock options) accrued but unpaid as of the date of          termination under any non-qualified pension plan, supplemental and/or          incentive compensation or bonus plans, in which Executive was a          participant as of the date of termination. Executive shall also be          eligible for a bonus or incentive compensation payment (the "bonus          payment"), payable at 100% of the maximum bonus available to          Executive, pro-rated as of the effective date of the termination. The          bonus payment shall be payable within five (5) days after the          effective date of Employee's termination. Employee shall have until          the expiration date shown on the stock option award in which to          exercise the options which have vested pursuant to this section.          Except as may be provided under this Section 7 or under the terms of          any incentive compensation, employee benefit, or fringe benefit plan          applicable to Executive at the time of Executive's resignation from          employment, Executive shall have no right to receive any other          compensation, or to participate in any other plan, arrangement or          benefit, with respect to future periods after such resignation or          termination.     (c)  CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. In the event that any          portion of the benefits payable under this Agreement, and any other          payments and benefits under any other agreement with, or plan of the          Company to or for the benefit of the Executive (in aggregate, "Total          Payments") constitute an "excess parachute payment" within the meaning          of Section 280G of the Internal Revenue Code (the "Code"), then the          Company shall pay the Executive as promptly as practicable following          such determination an additional amount (the "Gross-up Payment")          calculated as described below to reimburse the Executive on an          after-tax basis for any excise tax imposed on such payments under          Section 4999 of the Code. The Gross-up Payment shall equal the amount,          if any, needed to ensure that the net parachute payments (including          the Gross-up Payment) actually received by the Executive after the          imposition of federal and state income, employment and excise taxes          (including any interest or penalties imposed by the Internal Revenue          Service), are equal to the amount that the Executive would have netted          after the imposition of federal and state income and employment taxes,          had the Total Payments not been subject to the taxes imposed by          Section 4999. For purposes of this calculation, it shall be assumed          that the Executive's tax rate will be the maximum federal rate to be          computed with regard to Section 1(g) of the Code.          In the event that the Executive and the Company are unable to agree as          to the amount of the Gross-up Payment, if any, the Company shall          select a law firm or accounting firm from among those regularly          consulted (during the twelve-month period immediately prior to a          Change-in-Control) by the Company regarding federal income tax matters          and such law firm or accounting firm shall determine the amount of          Gross-up Payment and such determination shall be final and binding          upon the Executive and the Company.     (d)  CHANGE IN CONTROL. For purposes of this Agreement, "Change in Control"          means the occurrence of any of the following events:          (i)  Any transfer to, assignment to, or any acquisition by any person,               corporation or other entity, or group thereof, of the beneficial               ownership, within the meaning of Section 13(d) of the Securities               Exchange Act of 1934, of any securities of the                                   Page 9 of 15<PAGE>   10               Company, which transfer, assignment or acquisition results in               such person, corporation, entity, or group thereof, becoming the               beneficial owner, directly or indirectly, of securities of the               Company representing 25 percent (25%) or more of the combined               voting power of the Company's then outstanding securities; or          (ii) As a result of a tender offer, merger, consolidation, sale of               assets, or contested election, or any combination of such               transactions, the persons who were directors immediately before               the transaction shall cease to constitute a majority of the Board               of Directors of the Company or any successor to the Company.8. RESTRICTIVE COVENANTS(a)  COMPETITIVE ACTIVITY. Executive covenants and agrees that at all times     during Executive's period of employment with the Company, and during the     period that payments are made to Executive pursuant to Section 6 of this     Agreement, Executive will not engage in, assist, or have any active     interest or involvement (whether as an employee, agent, consultant,     creditor, advisor, officer, director, stockholder (excluding holding of     less than 1% of the stock of a public company), partner, proprietor or any     type of principal whatsoever in any person, firm, or business entity which,     directly or indirectly, is engaged in the same business as that conducted     and carried on by the Company, without the Company's specific written     consent to do so. Executive further agrees that for a period of one (1)     year after the date payments made to Executive pursuant to Section 6 of     this Agreement cease, or for a period of two (2) years following the date     of termination, whichever is later, Executive will not, directly or     indirectly, within 75 miles of any operating location of any affiliate of     the Company, engage in, assist, or have any active interest or involvement,     whether as an employee, agent, consultant, creditor, advisor, officer,     director, stockholder (excluding holding of less that 1% of the stock of a     public company), partner, proprietor or any type of principal whatsoever in     any person, firm, or business entity which, directly or indirectly, is     engaged in the same business as that conducted and carried on by the     Company or any of its affiliated companies, without the Company's specific     written consent to do so.(b)  NON-SOLICITATION. Executive covenants and agrees that at all times during     Executive's period of employment with the Company, and for a period of one     (1) year after the date payments made to Executive pursuant to Section 6 of     this Agreement cease, or two (2) years after the date of termination of the     Executive's employment, whichever date is later, whether such termination     is voluntary or involuntary by wrongful discharge, or otherwise, Executive     will not directly or indirectly (i) induce any customers of the Company or     corporations affiliated with the Company to patronize any similar business     which competes with any material business of the Company; (ii) canvass,     solicit or accept any similar business from any customer of the Company or     corporations affiliated with the Company; (iii) directly or indirectly     request or advise any customers of the Company or corporations affiliated     with the Company to withdraw, curtail or cancel such customer's business     with the Company; or (iv) directly or indirectly disclose to any other     person, firm or corporation the names or addresses of any of the customers     of the Company or corporations affiliated with the Company.                                 Page 10 of 15<PAGE>   11(c)  NON-DISPARAGEMENT. Executive covenants and agrees that Executive shall not     engage in any pattern of conduct that involves the making or publishing of     written or oral statements or remarks (including, without limitation, the     repetition or distribution of derogatory rumors, allegations, negative     reports or comments) which are disparaging, deleterious or damaging to the     integrity, reputation or good will of the Company, its management, or of     management of corporations affiliated with the Company.(d)  PROTECTED INFORMATION. Executive recognizes and acknowledges that Executive     has had and will continue to have access to various confidential or     proprietary information concerning the Company and corporations affiliated     with the Company of a special and unique value which may include, without     limitation, (i) books and records relating to operation, finance,     accounting, sales, personnel and management, (ii) policies and matters     relating particularly to operations such as customer service requirements,     costs of providing service and equipment, operating costs and pricing     matters, and (iii) various trade or business secrets, including customer     lists, route sheets, business opportunities, marketing or business     diversification plans, business development and bidding techniques, methods     and processes, financial data and the like (collectively, the "Protected     Information"). Executive therefore covenants and agrees that Executive will     not at any time, either while employed by the Company or afterwards,     knowingly make any independent use of, or knowingly disclose to any other     person or organization (except as authorized by the Company) any of the     Protected Information.9. ENFORCEMENT OF COVENANTS.(a)  TERMINATION OF EMPLOYMENT AND FORFEITURE OF COMPENSATION. Executive agrees     that any breach by Executive of any of the covenants set forth in Section 8     hereof during Executive's employment by the Company, shall be grounds for     immediate dismissal of Executive and forfeiture of any accrued and unpaid     salary, bonus, commissions or other compensation of such Executive as     liquidated damages, which shall be in addition to and not exclusive of any     and all other rights and remedies the Company may have against Executive.(b)  RIGHT TO INJUNCTION. Executive acknowledges that a breach of the covenants     set forth in Section 8 hereof will cause irreparable damage to the Company     with respect to which the Company's remedy at law for damages will be     inadequate. Therefore, in the event of breach of anticipatory breach of the     covenants set forth in this section by Executive, Executive and the Company     agree that the Company shall be entitled to the following particular forms     of relief, in addition to remedies otherwise available to it at law or     equity; (i) injunctions, both preliminary and permanent, enjoining or     retraining such breach or anticipatory breach and Executive hereby consents     to the issuance thereof forthwith and without bond by any court of     competent jurisdiction; and (ii) recovery of all reasonable sums expended     and costs, including reasonable attorney's fees, incurred by the Company to     enforce the covenants set forth in this section.(c)  SEPARABILITY OF COVENANTS. The covenants contained in Section 8 hereof     constitute a series of separate covenants, one for each applicable State in     the United States and the District of                                 Page 11 of 15<PAGE>   12     Columbia, and one for each applicable foreign country. If in any judicial     proceeding, a court shall hold that any of the covenants set forth in     Section 8 exceed the time, geographic, or occupational limitations     permitted by applicable laws, Executive and the Company agree that such     provisions shall and are hereby reformed to the maximum time, geographic,     or occupational limitations permitted by such laws. Further, in the event a     court shall hold unenforceable any of the separate covenants deemed     included herein, then such unenforceable covenant or covenants shall be     deemed eliminated from the provisions of this Agreement for the purpose of     such proceeding to the extent necessary to permit the remaining separate     covenants to be enforced in such proceeding. Executive and the Company     further agree that the covenants in Section 8 shall each be construed as a     separate agreement independent of any other provisions of this Agreement,     and the existence of any claim or cause of action by Executive against the     Company whether predicated on this Agreement or otherwise, shall not     constitute a defense to the enforcement by the Company of any of the     covenants of Section 8.10. DISPUTES AND PAYMENT OF ATTORNEY'S FEES.If at any time during the term of this Agreement or afterwards there shouldarise any dispute as to the validity, interpretation or application of any termor condition of this Agreement, the Company agrees, upon written demand byExecutive (and Executive shall be entitled upon application to any court ofcompetent jurisdiction, to the entry of a mandatory injunction, without thenecessity of posting any bond with respect thereto, compelling the Company) topromptly provide sums sufficient to pay on a current basis (either directly orby reimbursing Executive) Executive's costs and reasonable attorney's fees(including expenses of investigation and disbursements for the fees and expensesof experts, etc.) incurred by Executive in connection with any such dispute orany litigation, (a) provided that Executive shall repay any such amounts paid oradvanced if Executive is not the prevailing party with respect to any dispute orlitigation arising under Sections 5c or 8 of this Agreement, or (b) regardlessof whether Executive is the prevailing parry in a dispute or in litigationinvolving any other provision of this Agreement, provided that the court inwhich such litigation is first initiated determines with respect to thisobligation, upon application of either party hereto, Executive did not initiatefrivolously such litigation. Under no circumstances shall Executive be obligatedto pay or reimburse the Company for any attorneys' fees, costs or expensesincurred by the Company. The provisions of this Section 10 shall survive theexpiration or termination of this Agreement and of Executive's employmenthereunder.11. WITHHOLDING OF TAXES.The Company may withhold from any compensation and benefits payable under thisAgreement all applicable federal, state, local, or other taxes.                                 Page 12 of 15<PAGE>   1312. NON-DISCLOSURE OF AGREEMENT TERMS.Executive agrees that Executive will not disclose the terms of this Agreement toany third party other than Executive's immediate family, attorney, accountants,or other consultants or advisors or except as may be required by anygovernmental authority.13. SOURCE OF PAYMENTS.All payments provided under this Agreement, other than payments made pursuant toa plan which provides otherwise, shall be paid from the general funds of theCompany, and no special or separate fund shall be established, and no othersegregation of assets made, to assure payment. Executive shall have no right,title or interest whatever in or to any investments which the Company may maketo aid the Company in meeting its obligations hereunder. To the extent that anyperson acquires a right to receive payments from the Company hereunder, suchright shall be no greater than the right of an unsecured creditor of theCompany.14. ASSIGNMENT.Except as otherwise provided in this Agreement, this Agreement shall inure tothe benefit of and be binding upon the parties hereto and their respectiveheirs, representatives, successors and assigns. This Agreement shall not beassignable by Executive, and shall be assignable by the Company only to anyfinancially solvent corporation or other entity resulting from thereorganization, merger or consolidation of the Company with any othercorporation or entity or any corporation or entity to or with which theCompany's business or substantially all of its business or assets may be sold,exchanged or transferred, and it must be so assigned by the Company to, andaccepted as binding upon it by, such other corporation or entity in connectionwith any such reorganization, merger, consolidation, sale, exchange or transfer(the provisions of this sentence also being applicable to any successive suchtransaction).15. ENTIRE AGREEMENT; AMENDMENT.This Agreement shall supersede any and all existing oral or written agreements,representations, or warranties between Executive and the Company or any of itssubsidiaries or affiliated entities relating to the terms of Executive'semployment by the Company. It may not be amended except by a written agreementsigned by both parties.16. GOVERNING LAW.This Agreement shall be governed by and construed in accordance with the laws ofthe State of Texas applicable to agreements made and to be performed in thatState, without regard to its conflict of laws provisions.                                  Page 13 of 15<PAGE>   1417. NOTICES.Any notice, consent, request or other communication made or given in connectionwith this Agreement shall be in writing and shall be deemed to have been dulygiven when delivered or mailed by registered or certified mail, return receiptrequested, or by facsimile or by hand delivery, to those listed below at theirfollowing respective addresses or at such other address as each may specify bynotice to the others:                  To the Company:                  USA Waste Services, Inc.                  1001 Fannin, Suite 4000                  Houston, Texas 77002                  Attention:   Corporate Secretary                  To Executive:                  At the address for Executive set forth below.18. MISCELLANEOUS.(a)  WAIVER. The failure of a party to insist upon strict adherence to any term     of this Agreement on any occasion shall not be considered a waiver thereof     or deprive that party of the right thereafter to insist upon strict     adherence to that term or any other term of this Agreement.(b)  SEPARABILITY. Subject to Section 9 hereof, if any term or provision of this     Agreement is declared illegal or unenforceable by any court of competent     jurisdiction and cannot be modified to be enforceable, such term or     provision shall immediately become null and void, leaving the remainder of     this Agreement in full force and effect.(c)  HEADINGS. Section headings are used herein for convenience of reference     only and shall not affect the meaning of any provision of this Agreement.(d)  RULES OF CONSTRUCTION. Whenever the context so requires, the use of the     singular shall be deemed to include the plural and vice versa.(e)  COUNTERPARTS. This Agreement may be executed in any number of counterparts,     each of which so executed shall be deemed to be an original, and such     counterparts will together constitute but one Agreement.                                 Page 14 of 15<PAGE>   15IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as ofthe day and year first above written.USA WASTE SERVICES, INC.By: /s/ [ILLEGIBLE]                        Date:        2/3/98    ------------------------------               ----------------------Name:      ----------------------------Title:       ---------------------------EXECUTIVE    /s/ CHARLES A. WILCOX                  Date:       2/3/98----------------------------------               ----------------------Address: 511 VALHALLA DR.         -------------------------         SEWICKLEY, PA 15143         -------------------------                                 Page 15 of 15