Waste Services, Inc.


x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1122 INTERNATIONAL BLVD., SUITE 601

BURLINGTON, ONTARIO, CANADA L7L 6Z8

May 1, 2007

Dear Stockholder:

Enclosed is a notice of meeting and management proxy statement for the annual meeting of the stockholders of Waste Services, Inc. to be held at the Holiday Inn, Bronte Room, 2525 Wyecroft Road, Oakville, Ontairo, Canada on Tuesday, June 12, 2007, at 10:00 a.m. (EDT).

The meeting has been called to elect four directors as further described in the accompanying proxy statement.

A copy of our Annual Report for the fiscal year ended December 31, 2006 is enclosed with this Notice of Annual Meeting and Proxy Statement.

Regardless of the number of shares you own, it is important that you be present or represented at the meeting. If you are unable to attend the meeting in person, kindly complete, date, sign and return the enclosed form of Proxy so that your shares can be voted at the meeting in accordance with your instructions.

Yours truly,

“David Sutherland-Yoest”

David Sutherland-Yoest

Chairman and Chief Executive Officer

1122 INTERNATIONAL BLVD., SUITE 601

BURLINGTON, ONTARIO, CANADA L7L 6Z8

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY, JUNE 12, 2007

Notice is hereby given that the annual meeting (the “Annual Meeting”) of the stockholders of Waste Services, Inc. (the “Corporation”) will be held at the Holiday Inn, Bronte Room, 2525 Wyecroft Road, Oakville, Ontario, Canada on Tuesday, June 12, 2007 at 10:00 a.m. (EDT) for the following purposes:

1. To elect three Class I directors each to hold office for a three year term, and one Class II director for a term to expire at the 2008 Annual Meeting; and

2. To transact such further and other business as may properly come before the Annual Meeting or any adjournment thereof.

The accompanying proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by management of the Corporation for use at the Annual Meeting. The Proxy Statement provides additional information relating to the matters to be addressed at the Annual Meeting. A form of proxy also accompanies this notice.

The Board of Directors has fixed the record date for the Annual Meeting as April 26, 2007. Only holders of common stock and of Special Voting Preferred Stock on that date will be entitled to notice of and to vote at the Annual Meeting. If you hold exchangeable shares of Waste Services (CA) Inc. on the record date, you will receive a copy of this notice from the holder of the Special Voting Preferred Stock, Computershare Trust Company of Canada (the “Trustee”) with instructions on how to direct the Trustee to exercise your vote comprised in the voting rights attached to the Special Voting Preferred Stock.

Regardless of the number of shares of the Corporation which you own, it is important that you be present or represented at the Annual Meeting. If you are not able to attend the Annual Meeting in person, please exercise your right to vote by signing, dating and returning the enclosed proxy card to American Stock Transfer & Trust Company, 6201 15th Ave., 3rd Floor, Brooklyn, New York, NY 11219 U.S.A by 11:59 p.m. (EDT) on Monday, June 11, 2007.

By Order of the Board of Directors

“Ivan R. Cairns”

Ivan R. Cairns

Secretary

Burlington, Ontario

May 1, 2007

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING

This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Proxy Statement. Stockholders should read the entire Proxy Statement. Capitalized terms used in this summary and not otherwise defined shall have the meanings given to them elsewhere in this Proxy Statement.

What will I be voting on?

The only proposal to be considered at the Annual Meeting is the election of three Class I directors, each to serve for a three year term expiring at the 2010 Annual Meeting and the election of one Class II director to serve for a term expiring at the 2008 Annual Meeting.

Who can vote?

Holders of our common stock at the close of business on April 26, 2007 (the “Record Date”) will be entitled to one vote for every share. On the Record Date, there were 45,972,748 shares of common stock outstanding and entitled to vote, treating all of the outstanding exchangeable shares of Waste Services (CA) Inc. not held by us or any subsidiary as if they had been exchanged for shares of our common stock.

Computershare Trust Company of Canada, the holder of the Special Voting Preferred Stock, as Trustee, will have the number of votes equal to the number of common shares into which the outstanding exchangeable shares of Waste Services (CA) Inc. would be exchanged, as of the Record Date (that are not owned directly or indirectly by us) and will vote those shares in accordance with instructions received from the holders of the exchangeable shares. The holders of our common stock and of the Special Voting Preferred Stock will vote as a single class.

What are the quorum requirements?

In order to carry out the business at the meeting, there must be a quorum. The holders of a majority of outstanding shares entitled to vote at the Annual Meeting, present in person or by proxy, is a quorum. Common stock and Special Voting Preferred Stock will be considered a single class for purposes of determining whether a quorum is present. If a quorum is not present at the Annual Meeting, the Annual Meeting may be adjourned until a quorum is present or represented. Abstentions and broker non-votes are counted as present for the purposes of determining the presence of a quorum.

What number of votes are required to approve a proposal?

Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting who are entitled to vote for the election of directors. Abstentions and broker non-votes will not be counted in determining the number of votes cast.

Voting at the Annual Meeting will, unless otherwise directed by the Chairman, be by a show of hands.

How do I vote?

You can either vote in person by attending the Annual Meeting or by proxy whether or not you elect to attend the meeting.

If you wish to vote by proxy, you must complete, sign, date and return the enclosed proxy card to American Stock Transfer & Trust Company, 6201 15th Ave., 3rd Floor, Brooklyn, New York, NY 11219 U.S.A., Facsimile: 718-921-8387, for receipt by 11:59 p.m. (EDT) on Monday, June 11, 2007.

Stockholders who hold their shares through a broker and wish to file proxies, should follow the directions of their broker.

If you sign your proxy or broker voting instruction card with no further instructions, your shares of common stock will be voted for the election of the nominee directors and, at the discretion of the proxyholder, on any other matters that properly come before the Annual Meeting or any adjournment thereof.

The persons named as proxies in the enclosed form of proxy are our officers. If you wish to appoint some other person to represent you at the Annual Meeting, you may do so either by inserting that person’s name in the blank space provided in the proxy or by completing another proper form of proxy and submitting it as described earlier in this Section.

How do I vote if I own Exchangeable Shares of Waste Services (CA) Inc.?

You are permitted to instruct the Trustee how to vote the voting rights attached to your Exchangeable Shares at the Annual Meeting. If you do not give voting instructions to the Trustee, the Trustee will not exercise the voting rights attached to your Exchangeable Shares. You may instruct the Trustee to sign a proxy in your favor or in favor of another person designated by you who will then be eligible to attend and vote at the Annual Meeting or you may appoint the Trustee or another member of our management as your proxy to exercise your voting rights. To instruct the Trustee as to how you wish to exercise your voting rights, you must complete, sign and return the Voting Instruction Card which will be sent to you by the Trustee. The Voting Instruction Card must be completed and returned to Computershare Trust Company of Canada, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. Facsimile: 416-981-9788 for receipt by 5:00 p.m. (EDT) on Friday, June 8, 2007.

Can I change my vote or revoke my proxy after I deliver it?

If you decide to change your vote, you may revoke your proxy at any time before it is voted. You may revoke your proxy by (1) attending the Annual Meeting in person or (2) by filing with us an instrument in writing revoking the proxy and another duly executed proxy bearing a later date. Such proxy and revocation can be mailed as follows: Waste Services, Inc., 1122 International Blvd., Suite 601, Burlington, Ontario, Canada, L7L 6Z8, Attention: Corporate Secretary, or delivered to the Corporate Secretary at any time prior to the taking of the vote to which such proxy relates, or in any other manner permitted by law. If you hold your shares through a broker, you may revoke a proxy or voting instruction given to the broker who holds your shares at any time by written notice to them.

If you are the holder of Exchangeable Shares, you can change your vote or revoke your instructions in accordance with the instructions set out in the letter you will receive from the Trustee.

Where can I find more information about Waste Services?

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings with the Securities and Exchange Commission (“SEC”). The public may read and copy any materials we file with the SEC at the SEC’s Office of Public Reference at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The internet address is http://www.sec.gov.

We make available, at no charge through our website address at http://www.wasteservicesinc.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished with the SEC as soon as reasonably practicable after we electronically file such material with, or furnish it to the SEC. Information on our website does not form a part of this Proxy Statement.

PROPOSAL I — ELECTION OF DIRECTORS

Our board of directors (the “Board of Directors” or the “Board”) currently has 9 members. The Board is divided into three classes, Class I, II and III. Each director elected into a Class sits for a term of three years from the date of his or her election and until his or her successor is elected and qualified. In addition, our Series A Preferred Stock entitled the holders to appoint two directors to our Board. George E. Matelich and Michael B. Lazar served as appointees to our Board of Kelso Investment Associates VI, L.P. and KEP VI, LLC (collectively “Kelso”), the holders of our Series A Preferred Stock. In December 2006, when all of the Series A Preferred Stock was redeemed or exchanged, we agreed that Mr. Matelich and Mr. Lazar would continue to serve as directors until the Annual Meeting.

Gary W. DeGroote and David Sutherland-Yoest are the two currently elected Class I directors whose terms expire at the Annual Meeting. The two Class III directors elected at last years annual meeting and Charles E. McCarthy who was appointed in December, 2006 as a Class III director, as a nominee of Prides Capital Partners, L.L.C., will hold office until the 2009 annual meeting. The Class II directors will hold office until the 2008 annual meeting. Our Restated Certificate of Incorporation provides that directors elected as Class I, II and III will be elected to each Class as nearly equally in number as possible.

Mr. DeGroote and Mr. Sutherland-Yoest are nominated for re-election to the Board of Directors as Class I directors. Mr. Matelich is nominated as a Class I director and Mr. Lazar is nominated as a Class II director. Their nominations have been approved by the Governance Committee. Each nominee has consented to be named in this Proxy Statement and has agreed to serve as a member of the Board if elected.

The Board of Directors recommends a vote for each of the nominees to the Board of Directors.

Information regarding each of the nominees proposed for election and our other currently serving directors is set out below:


			Director
Name	Age		Since	Position

Class I — Term Expires 2007
Gary W. DeGroote*		51	September 6, 2001	Director Chairman, Chief
David Sutherland-Yoest*		50	September 6, 2001	Executive Officer and Director
George E. Matelich(2)(3) **		50	May 6, 2003	Director
Class II — Term Expires 2008
Lucien Rémillard		60	September 6, 2001	Director
Jack E. Short(1)(2)		66	July 28, 2004	Director
Michael B. Lazar(3)**		37	May 6, 2003	Director
Class III — Term Expires 2009
Wallace L. Timmeny(1)(2)		69	July 28, 2004	Director
Michael J. Verrochi(1)(3)		67	July 28, 2004	Director
Charles E. McCarthy		38	December 18, 2006	Director


*		Nominee for re- election.

**		Until December 2006, served as a nominee of the holders of our Series A Preferred Stock, Kelso Investment Associates VI, L.P. and KEP IV LLC, affiliates of Kelso & Company, L.P., and is nominated for re-election

(1)		Member of the Audit Committee.

(2)		Member of the Governance Committee.

(3)		Member of the Compensation Committee.

Director Nominees

David Sutherland-Yoest has been our Chairman and Chief Executive Officer and a director since September 6, 2001. Mr. Sutherland-Yoest also held the position of Chairman and Chief Executive Officer of H₂O Technologies Ltd., a water purification company, from March 2000 to October 2003 and served as a director of H₂O Technologies Ltd. from March 2000 to January 2004. Mr. Sutherland-Yoest served as the Senior Vice President — Atlantic Area of Waste Management, Inc. from July 1998 to November 1999. From August 1996 to July 1998, he was the Vice Chairman and Vice President — Atlantic Region of USA Waste Services, Inc., or USA Waste and the President of Canadian Waste Services, Inc., which, during such time, was a subsidiary of USA Waste. Prior to joining USA Waste, Mr. Sutherland-Yoest was President, Chief Executive Officer and a director of Envirofil, Inc. Between 1981 and 1992, he served in various capacities at Laidlaw Waste Systems, Inc. and Browning-Ferris Industries, Ltd.

Gary W. DeGroote has been a director since September 6, 2001. Mr. DeGroote has been the President and sole director of GWD Management Inc., a private investment holding company, since 1981. From 1991 to 1995, Mr. DeGroote was President and a director of Republic Environmental Systems Ltd. From 1976 through 1989, Mr. DeGroote served in various positions at Laidlaw Waste Systems Ltd. and its affiliates, including as Vice President and served as a member of the board of directors of Laidlaw Inc. from 1983 to 1989. Mr. DeGroote also serves as a director of Century Business Services, Inc.

George E. Matelich has been a director since May 6, 2003. Mr. Matelich has been a Managing Director of Kelso & Company since 1990 and has been affiliated with Kelso & Company since 1985. Mr. Matelich is a Certified Public Accountant and holds a Certificate in Management Accounting. Mr. Matelich received a B.A. in Business Administration summa cum laude, from the University of Puget Sound and an M.B.A. (Finance and Business Policy) from the Stanford Graduate School of Business. Mr. Matelich serves as a director of Coffeyville Resources, LLC and of Global Geophysical Services, Inc. and as a Trustee of the University of Puget Sound. Until December 2006, Mr. Matelich was a nominee to the Board of Directors of the holders of our Series A Preferred Stock, affiliates of Kelso & Company, L.P.

Michael B. Lazar has been a director since May 6, 2003. Mr. Lazar is the Chief Operating Officer of BlackRock Kelso Capital, a business development company that provides debt and equity capital to middle market companies. Prior to joining BlackRock Kelso Capital in 2005, Mr. Lazar was a Managing Director and Principal at Kelso & Company having joined in 1993. Prior to joining Kelso, Mr. Lazar worked in the Acquisition Finance Group at Chemical Securities, Inc. (predecessor to JP Morgan Securities, Inc.). Mr. Lazar began his career in the Corporate Finance and Structured Finance Groups at Chemical Bank. Until December 2006, Mr. Lazar was a nominee to the Board of the holders of our Series A Preferred Stock, affiliates of Kelso & Company, L.P.

Continuing Directors

Lucien Rémillard has been a director since September 6, 2001. Mr. Rémillard has been the President and Chief Executive Officer of RCI Environnement Inc., a waste management company, since 1997. From 1981 to 1995, Mr. Rémillard was the President and Chief Executive Officer of Intersan, Inc., a waste management company. Mr. Rémillard has also served as a director of the Greater Montreal Area Comité Paritaire des Boueurs, the organization regulating labor relations for the Montreal solid waste industry, since 1983. Mr. Rémillard is also Chairman of the board of directors of Remstar Corporation, an independent distribution and film production company.

Jack E. Short became a director on July 28, 2004. In July 2001, Mr. Short was appointed by the Federal Bankruptcy Court for Northern Oklahoma to act as plan agent in the consolidated bankruptcy of Manchester Gas Storage, Inc., and MGL, Inc. In March 2004, a court order was given to close the case and discharge the plan agent. In June 2002, Mr. Short was appointed to the board of T.D. Williamson, Inc. and serves on the finance and audit committees of the company. Mr. Short was a partner at PricewaterhouseCoopers LLP from 1976 to 1981, was readmitted to the partnership in 1987 and was a partner until his retirement in 2001. From 1981 to 1987, Mr. Short was in private industry. In 1994, Mr. Short was appointed for a five-year term to the

Oklahoma Board of Accountancy, serving as its chairman for two of those years. Mr. Short serves as a director of AAON, Inc. and is the Chair of its audit committee.

Michael J. Verrochi became a director on July 28, 2004. For more than the past five years, Mr. Verrochi has served as Chairman and Chief Executive Officer of Verrochi Realty Trust and Chairman and Chief Executive Officer of Monadnock Mountain Spring Water. Prior to that, Mr. Verrochi served in senior executive positions, including Executive Vice-President with Browning-Ferris Industries, Inc., a solid waste management company, and as a member of its Board of Directors.

Wallace L. Timmeny became a director on July 28, 2004. Mr. Timmeny has been a partner in the law firm of Dechert LLP since 1996. Mr. Timmeny is a past chairman of the Executive Council of the Securities Law Committee of the Federal Bar Association. From 1965 to 1979, Mr. Timmeny was an attorney with the U.S. Securities and Exchange Commission and ultimately the deputy director of its Division of Enforcement. Mr. Timmeny serves on the board of directors for Friedman, Billings, Ramsey Group, Inc.

Charles E. McCarthy became a director on December 18, 2006. Mr. McCarthy is a co-founder of Prides Capital Partners, L.L.C. and is a CFA charterholder. Prior to joining Prides, Mr. McCarthy was a senior vice president at Putnam Investments (1997-2004), where he was head of high yield trading and an analyst covering the gaming, lodging, homebuilding and leisure sectors. Prior to that, Mr. McCarthy worked as a high yield bond trader at Colonial Management (1995-1996), high yield institutional salesman at Miller Tabak Hirsch (1994-1995) and a corporate high yield bond trader at Dean Witter Reynolds (1990-1994). Mr. McCarthy is a nominee of Prides Capital Partners, L.L.C. to the Board of Directors.

Agreements Regarding the Election of Directors

Pursuant to the Subscription Agreement dated November 8, 2006 between us, an affiliate of Prides Capital Partners, L.L.C. (“Prides”) and Westbury (Bermuda) Ltd., we agreed to elect a person designated by Prides to our Board for a term expiring on the date of our 2009 annual meeting. Charles E. McCarthy is the nominee of Prides to our Board.

Board Meetings and Corporate Governance

The Board of Directors held four regular and sixteen special meetings during the 2006 fiscal year. All of our current directors, except Lucien Rémillard, attended at least 75% of the total number of meetings of the Board and of all committees on which such directors served during the 2006 fiscal year.

The Board currently has three standing committees: the Audit Committee, the Governance Committee and the Compensation Committee.

The Audit Committee

The Audit Committee is responsible for overseeing our accounting and financial reporting processes and the audit of our financial statements. The Audit Committee retains our independent auditors, determines their compensation, establishes and reviews processes for ensuring the independence of our auditors, and oversees the work of the independent auditor. All non-audit services to be provided by our independent auditor must be pre-approved by the Audit Committee.

Our financial statements, both annual and quarterly included in reports on Forms 10-K and 10-Q, are reviewed by the Audit Committee before they are filed or publicly released. The Audit Committee reviews the effectiveness of our disclosure controls and procedures and the disclosure made by our CEO and CFO during their certification of our Form 10-K and 10-Q, as well as the quality, adequacy and effectiveness of our internal controls over financial reporting.

The Board has adopted a written charter for the Audit Committee setting out its duties. A copy of the charter is available on our website at http://www.wasteservicesinc.com.

The current members of our Audit Committee are Jack E. Short, Wallace L. Timmeny and Michael J. Verrochi. Each member of the Audit Committee is independent according to the independence standards

established by the National Association of Securities Dealers’ listing standards. The Board of Directors has determined that Jack E. Short, Chairman of the Audit Committee and an independent director, is the financial expert serving on the Audit Committee. The Audit Committee met four (4) times during the 2006 fiscal year.

The Governance Committee

The Governance Committee is responsible for assisting the Board in identifying qualified individuals to serve as board members and for recommending the director nominees for election at each annual meeting of the stockholders, as well as the directors to serve as members of the Audit Committee, the Compensation Committee and the Governance Committee. The Committee leads the annual performance self-evaluations of the Board and its Committees. Monitoring compliance with our Code of Business Conduct and Ethics is also the responsibility of the Governance Committee.

The Board has adopted a written charter for the Governance Committee setting out its duties. A copy of the charter is available on our website at http://www.wasteservicesinc.com.

George E. Matelich, Jack E. Short and Wallace L. Timmeny are currently the members of the Governance Committee. Each member of the Governance Committee is independent according to the independence standards established by the National Association of Securities Dealers listing standards. The Governance Committee met four (4) times in the 2006 fiscal year.

Stockholder Nominees to the Board

The Governance Committee will consider director candidates recommended by security holders. The procedure to be followed for stockholders to put forward nominees for directors at an annual meeting is set out in our Amended and Restated By-laws. In order to be considered, a notice setting our the nominees must be submitted in writing to Waste Services, Inc., 1122 International Drive, Suite 601, Burlington, Ontario, Canada L7L 6Z8, Att: Corporate Secretary. In order for a candidate to be considered for the annual meeting to be held in 2008, we must receive this written notice not less than 60 days but no more than 90 days prior to the anniversary date of this year’s meeting. If the 2008 annual meeting is not held within 30 days before or 30 days after the date of this year’s meeting, the By-laws set out different time frames for written notice of nominees to be considered. The written notice must include the following information (1) the name of the stockholder and the director nominee(s); (2) the number and class of all shares held by each stockholder nominating the director(s) and by the nominee(s); (3) the nominee(s) consent to act as a director, if elected; and (4) certain biographical and business information regarding the nominee(s).

The criteria, policies and principles for identifying and recommending nominees for directors are set forth in the charter of the Governance Committee.

The Compensation Committee

The Compensation Committee has overall responsibility for evaluating and making recommendations to the Board regarding the compensation to be paid to our directors and our Chief Executive Officer and for approving the total compensation paid to our other named executive officers. The Compensation Committee also reviews and makes recommendations to the Board regarding all equity-based and incentive compensation plans for directors and employees.

The board has adopted a written charter for the Compensation Committee setting out the scope of its duties and authority. A copy of the charter is available on our website at http://www.wasteservicesinc.com. Pursuant to its Charter, the Compensation Committee has the authority to delegate its authority and duties to subcommittees or individual members of the Committee as it deems appropriate. The Compensation Committee has not delegated any of its authority or duties to any subcommittee or individual. No member or former member of our Compensation Committee was, during the 2006 fiscal year, an officer or employee of ours or any of our subsidiaries or a former officer of ours or of any of our subsidiaries.

Our Chief Executive Officer annually reviews the performance of each of our other executive officers and reviews with the Compensation Committee the results of his review and his recommendations relating to

salary adjustments and incentive compensation payments to be made to each of the other executive officers. The Compensation Committee may exercise its discretion in implementing or adjusting the recommendations.

Under its Charter, the Compensation Committee has the authority to retain compensation consultants to assist in its evaluation of director and executive compensation and may also retain counsel, accountants or other advisors, in its sole discretion, including with respect to a compensation consultant’s fees and other retention terms. The Compensation Committee presently has no compensation consultant under retention.

Michael B. Lazar, George E. Matelich and Michael J. Verrochi are currently the members of the Compensation Committee. Each member of the Compensation Committee is an independent director according to the independence standards established by the National Association of Securities Dealers’ listing standards. The Compensation Committee met two times during the 2006 fiscal year.

The Compensation Committee Report appears at page 20 of this Proxy.

Communications to the Board of Directors

Communications from stockholders to our directors may be sent in writing to: Waste Services, Inc. Attention: Chair, Governance Committee, c/o Corporate Secretary, 1122 International Blvd., Suite 601, Burlington, Ontario, Canada L7L 6Z8. All communications received will be forwarded to the Board member identified in the communication.

Board Members’ Attendance at Annual Meeting

We do not have a policy requiring Board members to attend the annual meeting of our stockholders. No member of the Board attended our 2006 annual meeting.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of reports of ownership, reports of changes of ownership and written representations under Section 16 (a) of the Exchange Act that were furnished to us during fiscal 2006 for persons who were, at any time during fiscal 2006, our directors or executive officers or beneficial owners of more than 10% of the outstanding shares of our common stock, all filing requirements for reporting persons were met.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics which applies to all of our employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer and Corporate Controller. A copy of the Code of Business Conduct and Ethics may be accessed on our website at
http://www.wasteservicesinc.com.

INFORMATION REGARDING OUR EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers as of March 31, 2007:


Name	Age		Position	Since

David Sutherland-Yoest		50	Chairman and Chief Executive Officer	September 6, 2001
Charles A. Wilcox		54	President and Chief Operating Officer	July 14, 2004
Edwin D. Johnson		50	Executive Vice-President, Chief Financial Officer	March 12, 2007
Ivan R. Cairns		61	Executive Vice President, General Counsel and Secretary	January 5, 2004
Brian A. Goebel		40	Vice President, Chief Accounting Officer and Corporate Controller	October 1, 2003

Certain biographical information regarding each of our executive officers is set forth below:

Edwin D. Johnson was appointed Executive Vice-President and Chief Financial Officer effective March 12, 2007. From November 2004 until joining us, Mr. Johnson was Chief Financial Officer of Expert Real Estate Services, Inc., a full services real estate brokerage company. From January 2001 to January 2005, Mr. Johnson was Principal Consultant of Corporate Resurrections, Inc., a consulting firm providing financial and other services to distressed companies and start-up businesses. From 1992 to 1995, Mr. Johnson was the Finance Director and Chief Financial Officer of Attwoods PLC, an international waste services company.

Charles A. Wilcox was appointed our President and Chief Operating Officer effective July 14, 2004. Prior to joining us, Mr. Wilcox worked for Waste Management, Inc. from December 1994 where he held the positions of Senior Vice President, Market Planning and Development and prior to that Senior Vice President, Eastern Group.

Ivan R. Cairns was appointed our Executive Vice President, General Counsel and Corporate Secretary effective January 5, 2004. Prior to joining us, Mr. Cairns served as Senior Vice President and General Counsel at Laidlaw International Inc. and was Senior Vice President and General Counsel at its predecessor, Laidlaw Inc., for over 20 years. In June 2001, Laidlaw Inc., and four of its direct and indirect subsidiaries, filed voluntary petitions for bankruptcy under the U.S. Bankruptcy Code and also commenced Canadian insolvency proceedings. In June 2003, these companies emerged from bankruptcy and the Canadian insolvency proceedings.

Brian A. Goebel was appointed our Vice President, Chief Accounting Officer and Corporate Controller effective October 1, 2003 and named Acting Chief Financial Officer effective September 1, 2006 until the appointment of our new Chief Financial Officer, Edwin D. Johnson, effective March 12, 2007. From December 1999 until joining us, Mr. Goebel, a Certified Public Accountant, held the position of Assistant Controller, ANC Rental Corporation, which owned Alamo and National Car Rental. From January 1997 to December 1999, Mr. Goebel was a Director of Corporate Accounting for AutoNation, Inc. Prior to joining AutoNation, Inc., Mr. Goebel spent eight years in the Business Assurance practice of Coopers & Lybrand, LLP.

Legal Proceedings to which Directors or Executive Officers are a Party

On July 19, 2004, Waste Management, Inc. filed a suit in the District Court of Harris County, Texas against our President and Chief Operating Officer, Charles A. Wilcox, for breach of contract, including breach of a non-competition agreement, and for a temporary and a permanent injunction. Mr. Wilcox was subject to a temporary order restraining him from engaging in certain activities adverse to the interests of Waste Management, Inc. in the period from July 28, 2004 until the suit was settled in May, 2006. In April 2005, Waste Management filed an amended petition and application for injunction naming us as a defendant to the suit, claiming, among other things, tortious interference with contractual relations and seeking compensatory damages from us. On May 31, 2006, an agreed final judgment was entered in this action whereby we agreed to pay $100,000 to Waste Management, Inc. to settle this claim against us and Mr. Wilcox.

EXECUTIVE COMPENSATION

The following sections of this Proxy Statement set forth and describe the compensation paid or awarded to our directors and named executive officers during the 2006 fiscal year.

Compensation Discussion and Analysis

The Compensation Committee is responsible for fixing the Chief Executive Officer’s compensation and for reviewing compensation paid to our other named executive officers based upon the recommendations of our Chief Executive Officer. The Compensation Committee has not, to date, retained outside consultants to assist it in this process.

There are 3 key components to the compensation package of each of our named executive officers: (1) base salary, (2) short term incentive compensation consisting of annual cash bonus awards; and (3) long term incentive compensation which has historically consisted of awards of stock options.

Base salary is intended to compensate our executive officers appropriately for the performance of their job functions, relative to executive officers in public companies in businesses comparable to ours. Mr. Sutherland-Yoest’s base salary was fixed by negotiation between Mr. Sutherland-Yoest and the Chairman of the Compensation Committee and approved by the Compensation Committee in January 2004. The amount of base salary payable to Mr. Pytosh (until his resignation in August 2006), Mr. Wilcox and Mr. Cairns was initially fixed by negotiation between each executive and our Chief Executive Officer, at the time of their hire and approved by the Compensation Committee. The amount of base salary payable to Mr. Sutherland-Yoest, Mr. Pytosh, Mr. Wilcox and Mr. Cairns was based upon a subjective assessment of the executive’s value to us in the position to which they were to be appointed, their knowledge of our business and of the industry generally, their level of experience and past accomplishments and the level of responsibility to be assumed and an informal review of salaries paid to those in similar roles in other public waste management companies. The amount of base salary payable to Mr. Goebel was fixed in 2003 by negotiation with our then Chief Financial Officer, to whom Mr. Goebel reported at the time of his hire. As Mr. Goebel was not an executive officer at the time of his hire, his compensation was not approved by the Compensation Committee. The amount of base salary payable to each of our executive officers is set out in their employment agreements.

The Compensation Committee has not considered any adjustment to the base salaries of any of our named executive officers, other than Mr. Goebel, since they were initially fixed as described above. Mr. Goebel’s base salary was increased by 3% in each of March 2005 and April 2006.

The payment of annual cash bonus awards is intended to make the executive accountable for the Company’s financial performance and to reward the executive for superior performance in his or her role. Annual cash bonuses form a substantial portion of our named executive officers annual compensation. Our executive officers are eligible to receive two types of cash bonuses: (1) annual bonus awards to a maximum fixed percentage of the executive’s base salary, based upon achieving or exceeding pre-determined performance goals in the fiscal year based on our adjusted earnings before interest, expenses, taxes, depreciation and amortization (“Adjusted EBITDA”) as defined in our Credit Agreement for our senior credit facilities, in the fiscal year , as well as individual performance goals for the executive; and (2) discretionary cash bonuses to reward an executive officer for performance in the achievement of a one-time objective, for example, success in raising capital or in acquiring and integrating a newly acquired business.

The employment agreements which we have entered into with each of our named executive officers fix a target annual cash bonus, as a percentage of the executive’s base salary in effect at the beginning of the relevant fiscal year. The Compensation Committee has the discretion to award an annual cash bonus that is greater or less than the target rate fixed in the employment agreement.

Target bonuses for participants in the short-term incentive plan vary from 8% to 100% of base salary. The threshold for all employees who participate in our short-term incentive plan including our named executive officers, is 80% of the target bonus and the maximum bonus payable under the short-term incentive plan is 100% of the target.

Performance reviews of all managerial employees are conducted in February and March of each year. As part of this process, our Chief Executive Officer reviews with the Compensation Committee his assessment and recommendation of the annual incentive bonus for our named executive officers, other than himself, based upon achievement by the Company of budgeted Adjusted EBITDA and the Chief Executive Officer’s assessment of a number of subjective performance criteria specific to each executive officer’s areas of responsibility. The Compensation Committee may exercise its discretion in implementing or adjusting the Chief Executive Officer’s recommendations. The Compensation Committee also assesses the Chief Executive Officer’s performance for the prior year against achievement of these performance goals. In 2006, 80% of the annual bonus award of each executive officer was based upon achieving at least 90% of budgeted Adjusted EBITDA and the remaining 20% was fixed based upon achievement of the personal performance goals. In 2006, the budgeted Adjusted EBITDA criteria for the Company was exceeded.

Our current long-term incentive plan consists totally of the stock option plan (originally adopted in 1999) that permits only the award of stock options. Awards of stock options are intended to serve as an incentive to our executives to increase stockholder value and may also be used to reward our executives for their overall contribution to the Company’s financial performance in a fiscal year or for superior performance in achieving a specific objective. All stock option awards are made at the discretion of the Compensation Committee. The number of options that may be issued as an initial stock option award when an executive officer is hired is fixed by negotiation and is subject to the approval of the Compensation Committee.

The exercise price for all options issued to our named executive officers, to our non-employee directors and to other recipients of option grants is fixed in the same manner. For options issued starting in fiscal 2004, the exercise price has been fixed at the closing price of our common stock on NASDAQ on the date immediately prior to the effective date of the grant. Where the options were issued prior to the completion of our migration transaction on July 31, 2004, options issued to Canadian resident employees were denominated and are exercisable in Canadian dollars at the Canadian dollar equivalent of the closing price of our common stock on NASDAQ on the relevant date and options issued to U.S. resident employees were denominated and are exercisable in U.S. dollars. All option holders, including our named executive officers and non-employee directors who hold options denominated in Canadian dollars bear the currency fluctuation risk in the Canadian dollar between the date the exercise price was fixed and the option exercise date.

We do not currently have a program for annual stock option awards to our executive officers and no stock options were awarded to any of our named executive officers or to our non-employee directors in the 2006 fiscal year. We do not have a policy for allocating between short term incentive awards and long-term stock awards.

In addition to the three key components of their compensation packages, executive officers receive certain perquisites and other personal benefits, such as a car allowance, club memberships and payment of travel expenses related to personal commuting which we believe enable the executive to better perform their roles. We also provide our executives with an enhanced medical, dental, life and accidental death and dismemberment plan which covers medical and dental expenses for our executives and their family members and provides life insurance and short term disability coverage, which we believe is required to make our compensation program competitive with those of other public companies.

Other than matching contributions made by us to our 401 (k) plan for our named executive officers (or equivalent Deferred Profit Sharing Plan for executives based in our Canadian corporate office), to a maximum of 3% of their base salary, we do not provide any retirement benefits to our executive officers nor do we have any non-qualified deferred compensation plans. The maximum percentage of matching contributions to the 401 (k) plan, subject to certain limitations imposed by the Internal Revenue Service on contributions made by our named executive officers, or the Canadian equivalent plan, is the same for our named executive officers as it is for all of our employees.

As an incentive to attract and retain talented executives and to permit us to require and enforce post-termination, non-competition and non-solicitation covenants, our executive employment agreements provide for post-termination benefits where the named executive employee’s employment is terminated either by the Company without cause or by the executive for good reason. The employment agreements with our named

executive officers also provide for post-termination benefits on their death or total disability. These payments are described in detail in the section of the Proxy Statement titled “Potential Payments upon Termination or Change of Control”.

We have also agreed to make lump sum change of control payments to certain of our named executive officers if their employment is terminated by us without cause or by the executive within prescribed time frames following a change of control or where a change of control occurs within a prescribed time frame after the termination of employment of the named executive officer. We believe that the timing of these change of control payments is required in order to incentivize and retain our executive officers during and after the period prior to a change of control.

Summary Compensation Table

The following table summarizes all compensation awarded to, earned by or paid to our named executive officers during the fiscal year ended December 31, 2006:


									Non-Equity
									Incentive Plan			All Other
			Salary			Bonus			Compensation			Compensation			Total
Name and Principal Position	Year		($)			($)			($)			($)			($)

David Sutherland-Yoest		2006		587,734	(1)		117,546	(1)		587,734	(1)		35,929	(3)		1,328,934
Chief Executive Officer
Charles A. Wilcox		2006		450,000						450,000			78,917	(4)		978,917
President & Chief Operating Officer
Mark A. Pytosh		2006		275,384						—			49,905	(5)		325,289
Chief Financial Officer (through August 31, 2006)
Ivan R. Cairns		2006		387,904	(2)		52,896	(2)		387,904	(2)		27,114	(6)		855,818
Executive Vice President & General Counsel
Brian A. Goebel		2006		206,876						124,000			54,224	(7)		385,100
Vice President, Controller, Chief Accounting Officer and Principal Financial Officer (from September 1, 2006)


(1)		Pursuant to his employment agreement dated October 26, 2005, Mr. Sutherland-Yoest’s base salary is stated in U.S. dollars. However, Mr. Sutherland- Yoest is paid in Canadian dollars. The amount of his Canadian dollar base salary is determined at an exchange rate fixed at the time his base salary was determined. Non-equity incentive plan compensation payments are calculated based upon Mr. Sutherland-Yoest’s Canadian dollar salary and paid in Canadian dollars. All amounts paid to Mr. Sutherland-Yoest in Canadian dollars are converted for reporting purposes to U.S. dollars at the average exchange rate in fiscal 2006.

(2)		Pursuant to his employment agreement dated January 5, 2004, Mr. Cairns’ base salary is stated in U.S. dollars. However, Mr. Cairns is paid in Canadian dollars. The amount of his Canadian dollar base salary is determined at an exchange rate fixed at the time his base salary was determined. Non-equity incentive plan compensation payments are calculated based upon Mr. Cairn’s Canadian dollar salary and paid in Canadian dollars. All amounts paid to Mr. Cairns in Canadian dollars are converted for reporting purposes to U.S. dollars at the average exchange rate in fiscal 2006.

(3)		Consists of club dues of C$10,705, car allowance of C$24,554 and other personal benefits of C$5,495. Canadian dollar amounts are converted to U.S. dollars at the average exchange rate in fiscal 2006.

(4)		Consists of club dues of $5,975, health benefits and incremental life and disability insurance premiums of $24,920, car allowance of $14,400, personal commuting expenses of $27,022, and matching contributions made to our 401 (k) Plan of $6,600.


(5)		Consists of club dues of $17,923, health benefits and incremental life disability insurance premiums of $17,293 and personal commuting expenses of $14,689.

(6)		Consists of club dues of C$2,911, car allowance of C$18,415 and matching contributions to the Canadian equivalent of our 401(k) Plan of C$9,430.

(7)		Consists of health benefits and incremental life and disability insurance premiums of $24,920, personal commuting expenses of $17,365, car allowance of $7,200 and matching contributions made to our 401 (k) Plan of $4,739

Grants of Plan-Based Awards

No option awards were made to the named executive officers in the 2006 fiscal year and there are no future payouts due to our named executive officers pursuant to awards made in fiscal 2006 under our non-equity, short term incentive plan.

Each of our named executive officers has entered into an employment agreement with us which sets out their starting base salary, the executive’s target annual cash bonus payment as a percentage of his base salary pursuant to our short term incentive plan, and the benefits, and post termination payments to which the executive is entitled.

Pursuant to his employment agreement entered into on October 26, 2005, Mr. Sutherland-Yoest’s base salary is fixed at $500,000. In fiscal 2006, Mr. Sutherland-Yoest was paid the Canadian dollar equivalent of $500,000 based on an exchange rate fixed at the time his base salary was determined. Pursuant to his employment agreement, Mr. Sutherland-Yoest’s target cash bonus payable pursuant to our short term incentive plan is fixed at 100% of his base salary. Payment of 80% of Mr. Sutherland-Yoest’s bonus in fiscal 2006 was based upon our exceeding our budgeted Adjusted EBITDA. 20% of Mr. Sutherland-Yoest’s bonus award in fiscal 2006 was based upon his success in completing the significant expansion of our operations in Florida through the acquisitions of Taft Recycling, Liberty Waste, Sun Country Materials and Pro Disposal and the SLD Landfill, and the negotiation of the purchase of their Miami-Dade operations from Allied Waste Industries, Inc. (“Allied Waste”). In addition, the Compensation Committee awarded Mr. Sutherland-Yoest a discretionary one-time discretionary bonus of C$133,333 as a result of the successful completion of the exchange and redemption of our Series A Preferred Stock through the issuance of new common equity to Westbury (Bermuda) Ltd., an affiliate of Prides Capital, LLC, and affiliates of Kelso & Company, L.P.

Pursuant to his employment agreement dated July 1, 2004, Mr. Wilcox’s base salary was fixed at $450,000, which is the amount paid to Mr. Wilcox for base salary in fiscal 2006. Mr. Wilcox’s target annual cash bonus pursuant to our short term incentive plan was 100% of his base salary. Payment of 80% of Mr. Wilcox’s bonus in fiscal 2006 was based upon our exceeding our budgeted Adjusted EBITDA. 20% of Mr. Wilcox’s bonus award in fiscal 2006 was based upon his efforts in completing the integration of the Florida acquisitions. Accordingly, Mr. Wilcox was awarded 100% of his target cash bonus in fiscal 2006.

Mr. Pytosh’s employment agreement dated February 23, 2004, provided for a base salary of $400,000, which was not increased in fiscal 2006. Mr. Pytosh did not receive any non-equity incentive compensation in 2006 as he resigned his employment with us effective August 31, 2006.

Mr. Cairns employment agreement dated January 5, 2004, provides for a base salary of $330,000. In fiscal 2006, Mr. Cairns was paid a base salary of the Canadian dollar equivalent of $330,000.00, at an exchange rate fixed at the time his base salary was determined. Mr. Cairn’s employment agreement fixes his target bonus pursuant to our short term incentive plan, as 100% of his base salary. 80% of Mr. Cairns’ bonus was paid based upon our exceeding our budgeted Adjusted EBITDA. 20% of Mr. Cairns’ bonus was based upon his role in completing the Florida acquisitions and negotiations with Allied Waste for the acquisition of their Miami-Dade operations. In addition, the Compensation Committee awarded Mr. Cairns a one-time discretionary bonus of C$60,000 based upon his role in completing the exchange and redemption of our Series A Preferred Stock through the issuance of new common equity to Westbury (Bermuda) Ltd., an affiliate of Prides Capital, LLC, and affiliates of Kelso & Company, L.P.

Pursuant to his employment agreement, Mr. Goebel’s base salary was fixed at $195,000 and was increased by 3% per annum in each of March 2005 and April 2006. Mr. Goebel’s target cash bonus pursuant to our short term incentive plan is set at 60% of his base salary pursuant to his employment agreement. 80% of Mr. Goebel’s bonus in 2006 was based upon our exceeding our budgeted Adjusted EBITDA and 20% was based upon Mr. Goebel achieving individual goals including meeting accelerated time lines for the completion of quarterly financial statements and interaction with our operations and with our external auditors.

No options were granted to our named executive officers in fiscal 2006. The Compensation Committee intends to create a new long-term incentive plan and will consider long term incentive awards to our executive officers once it has been approved by our stockholders.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information regarding equity-based awards held by each of our named executive officers as of December 31, 2006:


			Number of
	Number of		Securities
	Securities Underlying		Underlying
	Unexercised Options (#)		Unexercised Options (#)		Option Exercise			Option Expiration
Name	Exercisable (1)(3)		Unexercisable (2)(3)		Price ($) (3)			Date (10)

David Sutherland-Yoest		333,333			C$	20.88	(4)		11/05/2008
Charles A. Wilcox		416,666				13.56	(9)		06/23/2009
Ivan R. Cairns		200,000			C$	21.45	(8)		12/16/2008
Brian A. Goebel		25,000				16.56	(5)		12/16/2008
		25,000				15.60	(6)		03/30/2009
				10,000		10.74	(7)		05/04/2010


(1)		Options vest on the date which is 2 years after their grant date.

(2)		Options vest on May 4, 2007.

(3)		Adjusted for the 1 for 3 reverse stock split of our common stock effected June 30, 2006.

(4)		The exercise price is denominated and payable in the Canadian dollar equivalent of the closing price of our common stock on NASDAQ on the date the grant was approved by the Compensation Committee.

(5)		The exercise price is the closing price of our common stock on NASDQ on the date the grant was approved by the Board.

(6), (7), (9)		The exercise price is the closing price of our common stock on NASDAQ on the date immediately prior to the grant date.

(8)		The exercise price is denominated and payable in the Canadian dollar equivalent of the closing price of our common stock on NASDAQ on the date immediately prior to the date the grant was approved by the Board.

(10)		Options were granted on the date which is 5 years prior to their expiration dates.

Option Exercises and Stock Vested

No options were exercised by our named executive officers in fiscal 2006.

Pension Benefits

Other than matching contributions made by us to our 401(k) plan (or equivalent Deferred Profit Sharing Plan for our Canadian employees) for our named executive officers, to a maximum of 3% of their base salary, subject to limitations imposed by the Internal Revenue Code or the Income Tax Act of Canada, we do not provide any retirement or pension benefits to our executive officers. Matching contributions made to our 401(k) plan (or Canadian equivalent) vest after two years of continuous service with us. Employees must generally be employed for a fixed period of time before being eligible to participate in our 401 (k) plan or Canadian equivalent. We have waived the waiting period for some of our executive officers.

Non-Qualified Deferred Compensation Plans

We do not have any non-qualified deferred compensation plans for any of our employees, including our named executive officers.

Potential Payments Upon Termination or Change of Control

Pursuant to employment agreements that we have entered into with each of our named executive officers, we have agreed to make post-termination payments of salary and bonus and to make payments to our third party health care provider to provide for continuing health care benefits, on the executive officer’s death or total disability, as well as on termination of the named executive officer’s employment by us without cause, or by the named executive officer for “good reason”. Under the employment agreements, for cause dismissal is narrowly defined to include only those instances where the named executive officer has committed a serious breach of the terms of his employment agreement, and for all named executive officers other than Brian Goebel, requires approval by a 2/3rds vote of the Board of Directors and the executive must be given an opportunity to address the Board regarding the cause allegations made against him. Good Reason is defined in the employment agreements as (i) a change in the executive’s title or responsibilities that represents a material diminution of the executive’s position, status or authority, (ii) a reduction in the executive’s base salary, (iii) our material failure to provide the required benefit programs to the executive and his family, (iv) a failure to pay the executive a material amount of the compensation due to him; and (v) failure to require a successor to assume the employment agreement with the executive. In addition, Mr. Cairns employment agreement provides that good reason includes a change of his principal place of employment to a location outside of the Burlington/ Oakville/Hamilton area. Total Disability means the executive is unable to discharge his responsibilities under his employment agreement for a period of 180 continuous days or a total of 180 days in any calendar year.

The employment agreements also provide for the vesting of non-vested stock options following termination by us of the employment of our named executive officers without cause or by the named executive officer for good reason as well as on the executive’s death or total disability. The vested stock options remain exercisable for a period of 90 days after the date that payments to the executive under the agreement cease, where termination is by us without cause or by the executive with good reason. Where termination results from the death or disability of the executive, the stock options are exercisable for 18 months after the date of death or disability.

Pursuant to the employment agreements, each of our named executive officers is bound by confidentiality and non-solicitation covenants as well as covenants not to compete or be employed by any competing business in any of the business areas or territories in which we then conduct our business or with any development

opportunity being pursued by us during the applicable non-compete period. The length of these non-compete periods is summarized in the table below:


	Termination by Reason of
	Without Cause			For Cause or
	or for Good	Death		Without Good
Name	Reason	or Disability	Change of Control	Reason

David Sutherland-Yoest	2 years	None	1. None where change of	1 year
Charles A. Wilcox			control occurred within
Ivan R. Cairns			2 years preceding termination.
			2. Period from termination to effective date of change of control where change of control occurs within 1 year following termination.
Brian A. Goebel	1 year without cause	None	1 year	1 year
	None for good reason

If the Board in good faith determines that any of our named executives have breached the non-solicitation or non-competition covenants set out in their employment agreements, then we are entitled to suspend or terminate all remaining payments and benefits which would otherwise be payable to the executive, in addition to any other rights we may have against the executive. Each executive officer has also agreed to injunctive relief against him and to pay our costs in enforcing the covenants, if we prevail on the merits of a claim for breach of the executive’s confidentiality, non-solicitation or non-competition covenants.

We have also agreed to make lump sum change of control payments to our named executive officers, other than Brian Goebel, if their employment is terminated by the Company without cause or by the executive for good reason within 2 years following a change of control, or where a change of control occurs within 1 year after termination without cause by us or termination for good reason by the named executive. The lump sum payment is equal to three times the sum of the named executive officer’s base salary and his average bonus paid in the 3 years prior to the date of his termination. Pursuant to Mr. Sutherland-Yoest’s employment agreement, payment of these lump sum amounts is also triggered if Mr. Sutherland-Yoest resigns for any reason where a change of control has occurred within 6 months preceding his resignation.

Where any of the post-termination payments made to any of our named executive officers result in excise tax to the executive under Section 4999 of the Internal Revenue Code, we are obligated to gross-up the payment to the executive to make them whole for the tax payment.

Our employment agreements with our named executive officers do not provide for payments triggered by retirement from employment. As a result, retirement would be treated as a voluntary resignation.

Mr. Sutherland-Yoest was issued warrants to purchase 333,333 shares of common stock as a term of the commencement of his employment in September 2001. The warrants have an exercise price of $8.10 per share, have all vested and will expire in September 2011. In the event of a change of control, or if Mr. Sutherland-Yoest’s employment is terminated by reason of death, disability or by us without cause, the warrants continue to be exercisable as if Mr. Sutherland-Yoest had remained an employee, through their expiration date. If Mr. Sutherland-Yoest’s employment is terminated by his voluntary resignation or by us for cause, all vested warrants may be exercised within 180 days of the date of such termination.

The following table sets forth the potential post-employment payments that would be made to our executive officers by us assuming their employment was terminated effective December 31, 2006 based on

their salaries and annual incentive compensation payments made in fiscal 2006. No information regarding Mr. Pytosh is included as he resigned his employment effective August 31, 2006.


	Termination by Reason of
	Without Cause or			For Cause or Voluntary
Name	for Good Reason(7)	Death or Disability(7)	Change of Control(7)	Resignation

David Sutherland-Yoest	Unpaid base salary through date of termination, accrued but unpaid vacation time, earned annual cash bonus; Vesting of unvested stock options, 3 x base salary and 3 x average annual bonus over 36 months. Benefit continuance for 36 months. Exercise of warrants to purchase 333,333 shares of common stock	Unpaid base salary through date of termination, accrued but unpaid vacation time, earned annual cash bonus; Vesting of unvested stock options, 3x base salary and 3 x average annual bonus over 36 months. Benefit continuance for 36 months. Exercise of warrants to purchase 333,333 shares of common stock	Unpaid base salary through date of termination, accrued but unpaid vacation time, earned annual cash bonus; Vesting of unvested stock options, lump sum payment of 3 x base salary and 3 x average annual bonus. Benefit continuance for 3 years Exercise of warrants to purchase 333,333 shares of common stock	Unpaid base salary through date of termination, accrued but unpaid vacation time Exercise of warrants to purchase 333,333 shares of common stock
	$2,551,393(1)	$2,551,393(1)	$2,551,393(1)	$583,333(2)
Charles A. Wilcox	Unpaid base salary through date of termination, accrued but unpaid vacation time, earned annual cash bonus, vesting of unvested stock options, 3 x base salary and 3 x average annual bonus over 36 months. Benefit continuance for 36 months.	Unpaid base salary through date of termination, accrued but unpaid vacation time, earned annual cash bonus, vesting of unvested stock options, 3x base salary and 3 x average annual bonus over 36 months. Benefit continuance for 36 months.	Unpaid base salary through date of termination, accrued but unpaid vacation time, earned annual cash bonus, vesting of unvested stock options, lump sum payment of 3 x base salary and 3 times average annual bonus. Benefit continuance for 3 years	Unpaid base salary through date of termination, accrued but unpaid vacation time
	$2,774,760(3)	$2,774,760(3)	$3,434,760(3)
Ivan R. Cairns	Unpaid base salary through date of termination, accrued but unpaid vacation time, earned annual cash bonus, vesting of unvested stock options, 2x base salary and 2 x average annual bonus over 24 months. Benefit continuance for 24 months.	Unpaid base salary through date of termination, accrued but unpaid vacation time, earned annual cash bonus, vesting of unvested stock options, 3x base salary and 3 x average annual bonus over 36 months. Benefit continuance for 36 months.	Unpaid base salary through date of termination, accrued but unpaid vacation time, earned annual cash bonus, vesting of unvested stock options, lump sum payment of 3 x base salary, and 3 x average annual bonus. Benefit continuance for 3 years	Unpaid base salary through date of termination, accrued but unpaid vacation time
	$1,315,853(4)	$1,973,780(5)	$1,973,780(5)
Brian A. Goebel	Unpaid base salary through date of termination, accrued but unpaid vacation time, earned annual cash bonus, vesting of unvested stock options, 1 year base salary and benefits continuance.	Unpaid base salary through date of termination, accrued but unpaid vacation time, vesting of unvested stock options, 1 year base salary and benefits continuance.	Unpaid base salary through date of termination, accrued but unpaid vacation time	Unpaid base salary through date of termination, accrued but unpaid vacation time
	$231,796(6)	$231,796(6)


(1)		Consists of C$2,000,000 in base salary, C$890,667 in average bonus incentives and C$3,381in benefits converted to U.S. dollars at the average exchange rate in fiscal 2006 and $583,333 realizable on the exercise of warrants to purchase 333,333 shares of common stock. Although the payments of salary, bonus and benefits would, other than on a change of control, be payable in equal installments over 3 years, these amounts have not been present valued.

(2)		Realizable on the exercise of warrants to purchase 333,333 shares of our common stock based on the closing price of our stock of NASDAQ on December 31, 2006.

(3)		Consists of $1,350,000 in base salary, $1,350,000 in average bonus incentives, $74,760 in benefits and $660,000 in gross-up payments for excise tax triggered on the change of control payments only. Although the payments of salary, bonus and benefits would, other than on a change of control, be payable in equal installments over 3 years, these amounts have not been present-valued.

(4)		Consists of C$880,000 in base salary, C$431,893 in average bonus incentives and C$3,960 in benefits converted to U.S. dollars at the average exchange rate in fiscal 2006. Although the payments of salary, bonus and benefits would be payable, in equal installments over 2 years, these amounts have not been present valued.

(5)		Consists of C$1,320,000 in base salary, C$647,800 in average bonus incentives and C$5,940. in benefits converted to U.S. dollars at the average exchange rate in fiscal 2006. Although the payments of salary, bonus and benefits would be payable in equal installments over 3 years, other than on a change of control, these amounts have not been present valued.

(6)		Consists of $206,876 in base salary and $24,920 in benefits.

(7)		The value of vested options as at December 31, 2006 is zero as our closing stock price was less than the exercise price of such options.

Directors’ Compensation

The following table summarizes all compensation paid to the members of our Board of Directors in the fiscal year ended December 31, 2006.


	Fees Earned or		Option
Name	Paid in Cash ($)		Awards (1)		Total ($)

Gary W. DeGroote		27,000		—		27,000
Michael B. Lazar		30,000		—		30,000
George E. Matelich		40,500		—		40,500
Charles E. McCarthy(2)		—		—		—
Lucien Rémillard		22,500		—		22,500
Jack Short		60,500		—		60,500
Wallace L. Timmeny		59,500		—		59,500
Michael J. Verrochi		55,000		—		55,000


(1)		As of December 31, 2006, Mr. DeGroote owned 23, 333 vested options, Mr. Matelich owned 15,000 vested options and Mr. Rémillard owned 18,333 vested options.

(2)		Mr. McCarthy was appointed to the Board on December 18, 2006 as a nominee of Prides Capital Partners, L.L.C and received no compensation for acting as a director in the 2006 fiscal year.

Each non-employee director receives an annual retainer of $15,000 and $1,500 or $500 per meeting for participation in person or by telephone respectively. In addition, $20,000 is paid to the Chair of the Audit Committee and $5,000 is paid to the Chair of each of the Compensation Committee and the Corporate Governance Committee. Each member of the Audit Committee receives $15,000 as an additional retainer. We will also reimburse our non-employee directors for their travel, accommodation, meals and related expenses incurred in attending Board meetings. David Sutherland-Yoest, the only employee director, does not receive any additional compensation for his service on the Board.

Compensation Committee Interlocks and Insider Participation

The following is a description of transactions in the period January 1, 2005 to March 31, 2007 between us and any member of our Compensation Committee or any related person to any member of our Compensation Committee:

During 2004, we entered into a lease of office premises in an office tower in Burlington, Ontario owned by Westbury International (1991) Corporation, a property development company controlled by Michael H. DeGroote, Gary W. DeGroote’s brother. The leased premises consist of approximately 9,255 square feet. The term of the lease is 10.5 years, with a right to extend for a further five years. Base rent escalates from $0.1 million to $0.2 million per year in increments over the term of the lease. Gary DeGroote was a member of the Compensation Committee from July 28, 2004 through July 24, 2006.

On October 4, 2004, we entered into a standby purchase agreement with Michael G. DeGroote, the father of Gary W. DeGroote, pursuant to which we could require Mr. Michael DeGroote to purchase shares of our common stock for a purchase price of $7.5 million. Mr. Michael DeGroote received a fee of $0.4 million upon execution of the standby purchase agreement. On March 4, 2005, we exercised our put right under the agreement and on March 28, 2005, we issued 2,640,845 shares of our common stock to Mr. Michael DeGroote for a consideration of $2.84 per share, being 85% of the average closing bid price of our common stock for the ten trading days ending on the second trading day preceding March 28, 2005. Mr. Michael DeGroote also received warrants to purchase 264,085 shares of our common stock at an exercise price of $2.84 per share. These warrants remain exercisable until March 28, 2010. An additional fee of $0.4 million was paid to Mr. Michael DeGroote on March 28, 2005. At the time of the transaction, Gary W. DeGroote was a member of our Compensation Committee. All share numbers and share prices are stated before giving effect to the one for three split of our common stock effected on June 30, 2006.

On December 15, 2006, we issued 2,894,737 shares of our common to affiliates of Kelso & Company, L.P. (“Kelso”) in exchange for shares of our Series A Preferred Stock in an amount equal to $27.5 million and used all of the net proceeds of the issuance of an additional 7,000,001 shares of our common stock to Westbury (Bermuda) Ltd. and Prides Capital Fund I, L.P., as well as debt and our available cash to redeem all of the shares of Series A Preferred Stock issued to Kelso. Until the redemption or exchange, Michael B. Lazar and George E. Matelich were nominees of affiliates of Kelso to our Board of Directors. Both Mr. Lazar and Mr. Matelich are members of the Compensation Committee.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A.

This report is submitted on behalf of the Compensation Committee.

Michael B. Lazar
George E. Matelich
Michael J. Verrochi

Certain Relationships, Related Transactions and Director Independence

We do not currently have any written policies or procedures in place for the review, approval or ratification of transactions with related persons that are reportable under paragraph (a) of Item 404 of Regulation S-K. The Governance Committee has recently implemented a procedure requiring the review by it of all non-ordinary course transactions between us or any subsidiary and any of our executive officers or directors or any other “related person”.

The Audit Committee has designated the Governance Committee as responsible to review all transactions with persons who fall within the definition of “related persons”.

The Board of Directors has determined that the following directors meet the standard of independence as defined in Rule 4200 (a) (15), as amended, of the National Association of Securities Dealers’ listing standards:

George E. Matelich
Michael B. Lazar
Jack E. Short
Wallace L. Timmeny
Michael J. Verrochi
Charles E. McCarthy

Our independent directors (other than Mr. McCarthy who joined the Board on December 18, 2006) met in separate session at each of the regular meetings of our Board of Directors and of each of its three standing committees held during 2006.

Other than those listed in this section, we have not entered into any material transactions during the period beginning on January 1, 2005 through March 1, 2007 in which anyone who currently holds a position as director or officer, or held more than 5% of our common stock, or any member of the immediate family of any such person or shareholder, has or had any interest.

Standby Purchase Agreement

In March 2005, we sold 2,640,845 shares of our common stock and warrants to purchase 264,085 shares of our common stock for net proceeds of approximately $6.8 million to Michael G. DeGroote, Gary W. DeGroote’s father, pursuant to a standby purchase agreement entered into on September 30, 2004. The shares were sold to Mr. DeGroote at a purchase price equal to 85% of the average of the closing prices of our common stock during the period from the eleventh trading day through the second trading day preceeding March 28, 2005. The warrants have an exercise price of $2.84 per share and are exercisable until March 28, 2010. We paid Mr. DeGroote a commitment fee of $0.4 million at the time of entering into the standby purchase agreement and a further commitment fee of $0.4 million on March 28, 2005. All share numbers and share prices are stated before giving effect to the one for three split of our common stock effected on June 30, 2006.

Other Transactions

Stanley A. Sutherland, the father-in-law of David Sutherland-Yoest, our Chairman and Chief Executive Officer, was employed by us in 2006 and 2005 as Executive Vice President and Chief Operating Officer, Western Canada and received Cdn $0.6 and Cdn. $0.5 million in employment compensation for the years ended December 31, 2006 and December 31, 2005 respectively. This compensation was consistent with compensation paid to other executives in similar positions.

During 2005 and until April 2006, David Sutherland-Yoest, our Chairman and Chief Executive Officer, conducted ongoing negotiations with Lucien Rémillard, a director, with respect to our potential acquisition of the RCI Companies, a solid waste collection and disposal operation owned by Mr. Rémillard in Quebec, Canada. In connection with these negotiations, we reimbursed Mr. Rémillard’s company for expenses in the aggregate amount of approximately C$1.0 million for services provided by third parties to December 31, 2005, in connection with preparing audited financial statements of the business and with ongoing efforts to expand the capacity of a solid waste landfill. Mr. Rémillard is not obligated to reimburse us for these expenses. Additionally, on November 22, 2002, we entered into a Put or Pay Disposal Agreement with the RCI Companies, and Intersan, a subsidiary of Waste Management of Canada Corporation. Our obligations to Intersan are secured by a letter of credit for C$4.0 million.

During 2004, we entered into a lease of office premises in an office tower in Burlington, Ontario owned by Westbury International (1991) Corporation, a property development company controlled by Michael H. DeGroote, Gary W. DeGroote’s brother. The leased premises consist of approximately 9,255 square feet. The term of the lease is 10.5 years, with a right to extend for a further five years. Base rent escalates from C$0.1 million to C$0.2 million per year in increments over the term of the lease.

On December 15, 2006, we issued 2,894,737 shares of our common stock to affiliates of Kelso & Company, L.P. (“Kelso”) in exchange for shares of our Series A Preferred Stock in an amount equal to $27.5 million and used all of the net proceeds of the issuance of an additional 7,000,001 shares of our common stock to Westbury (Bermuda) Ltd. and Prides Capital Fund I, L.P., as well as debt and our available cash to redeem all of the remaining shares of Series A Preferred Stock issued to Kelso. Until the redemption or exchange, Michael B. Lazar and George E. Matelich were nominees of affiliates of Kelso to our Board of Directors.

On December 15, 2006, we issued 1,736,843 shares of our common stock to an affiliate of Prides Capital Partners, L.L.C. (“Prides”) at $9.50 per share for a purchase price of $16.5 million. Charles E. McCarthy is a nominee of Prides to our Board of Directors.

STOCK PERFORMANCE GRAPH

The graph below compares the performance of our common stock (including the common stock of our predecessor Capital Environmental Resource Inc.), to the NASDAQ Composite Index and a market cap weighted composite of a peer group (consisting of Waste Management, Inc., Allied Waste Industries, Inc., Republic Services, Inc., Waste Connections, Inc., Casella Waste Systems, Inc., and Waste Industries, Inc.). The graph covers the period December 31, 2001 through December 31, 2006 on an assumed investment of $100.00, assuming all dividends were reinvested.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BDO Seidman, LLP has been appointed by the Audit Committee as our independent auditors for the current fiscal year. A representative of BDO Seidman, LLP is not expected to be in attendance at the Annual Meeting.

Audit Fees

Audit fees billed or expected to be billed for the 2006 and 2005 audits by BDO Seidman LLP approximated $1.3 million and $1.4 million, respectively. Audit fees billed and paid for 2006 and 2005 included for quarterly reviews and registration statements, approximated $0.4 million and $0.3 million respectively.

Audit-Related Fees

Audit related fees billed or expected to be billed were approximately $0.1 million in 2006, related to due diligence performed in connection with certain acquisitions made in the year. Audit related fees billed were approximately $0.5 million in 2005, and primarily related to our re-audit of Florida Recycling Services, Inc. for each of the three years ended December 31, 2003.

Tax Fees

Tax related fees were nil in 2006 and 2005 for BDO Seidman, LLP.

All Other Fees

All other fees were nil in 2006 and 2005 for BDO Seidman, LLP.

Pre-Approval Policies and Procedures

The audit committee approves all audit, audit-related services, tax services and other services provided by our auditors. Any services provided by BDO Seidman, LLP that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee in advance of any engagement. Under the Sarbanes-Oxley Act of 2002, audit committees are permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimus exception prior to the completion of an audit engagement. In 2006 and 2005, none of the fees paid to BDO Seidman, LLP were approved pursuant to the de minimus exception.

AUDIT COMMITTEE REPORT

Management has the primary responsibility for the preparation and integrity of the financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. BDO Seidman, LLP, the independent public accounting firm appointed by the Board for our 2006 fiscal year have been responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States. The Audit Committee assists the Board in overseeing and monitoring the integrity of the financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements for the 2006 fiscal year with management.

The Audit Committee discussed with BDO Seidman, LLP the matters that are required to be discussed pursuant to SAS 61, as amended (Codification of Statements on Auditing Standards) and the Standards of the Public Company Accounting Oversight Board (United States). The Audit Committee have received from BDO Seidman, LLP the written disclosures and the letter of BDO Seidman, LLP required by the Independence

Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and have discussed with BDO Seidman, LLP their independence.

Based on these reviews and discussions (and without other independent verification), the Audit Committee recommended to the Board that the audited financial statements for the fiscal year ended December 31, 2006 be included in the Company’s Annual Report on Form 10-K for filing with the Securities Exchange Commission.

This report is submitted on behalf of the Audit Committee.

Jack E. Short, Chairman

Wallace L. Timmeny

Michael J. Verrochi

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our shares of common stock and exchangeable shares as of March 31, 2007, by each person or entity that is known by us to own more than 5% of our shares of common stock and exchangeable shares. As of that date, the number of issued and outstanding shares in our capital stock was 45,972,748 including exchangeable shares of Waste Services (CA) that are exchangeable for 2,102,620 shares of our common stock that are not owned directly or indirectly by us.


	Shares Beneficially Owned
			Percentage of
	Number of		Total Issued
	Common/Exchangeable		Common/Exchangeable
Name of Beneficial Owner(1)	Shares		Shares

Westbury (Bermuda) Ltd.(2)		12,116,481		25.9	%
Prides Capital Partners, L.L.C.(3)		5,840,875		12.7	%
Kelso & Company, L.P.(4)		5,278,070		10.9	%


(1)		Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In general, a person who has voting power or investment power with respect to securities is treated as a beneficial owner of those securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of March 31, 2007 count as outstanding for computing the percentage beneficially owned by the person holding these options or warrants.

(2)		Consists of 11,288,704 shares of common stock and 827,777 shares of common stock issuable upon the exercise of warrants. The stockholder of Westbury (Bermuda) Ltd. is Westbury Trust. The trustees of Westbury Trust are Robert Martyn, Gary W. DeGroote and Rick Burdick. The address for Westbury (Bermuda) Ltd. is Victoria Hall, 11 Victoria Street, P.O. Box HM 1065, Hamilton, Bermuda, HMEX.

(3)		Based on information contained in a Form 4 filed with the Securities Exchange Commission by Prides Capital Partners, L.L.C. on December 18, 2006. The principal business office of Prides Capital Partners, L.L.C. is 200 High Street, Suite 700, Boston MA 02110.

(4)		Consists of 2,605,263 shares of common stock and 2,145,000 shares of common stock issuable upon the exercise of warrants issued to Kelso Investment Associates VI, L.P. and 289,474 shares of common stock and 238,333 shares of common stock issuable upon the exercise of warrants issued to KEP VI, LLC. Kelso Investment Associates VI, L.P. and KEP VI, LLC are affiliates of Kelso & Company, L.P. The address of Kelso & Company, L.P. is 320 Park Avenue, 24th Floor, New York, New York, 10022.

Information regarding share ownership as of March 31, 2007 of our directors and named executive officers is set forth below:


	Outstanding		% of
Name	Shares(1)		Shares(2)

Charles E. McCarthy(3)		5,840,875		12.7	%
David Sutherland-Yoest(4)		1,824,992		3.9	%
Lucien Rémillard(5)		1,016,165		2.2	%
Gary W. DeGroote(6)		781,666		1.7	%
Mark A. Pytosh(7)		673,333		1.45	%
Charles A. Wilcox(8)		559,999		1.21	%
George E. Matelich(9)		258,232		*
Ivan R. Cairns(10)		200,833		*
Michael J. Verrochi		128,579		*
Brian A. Goebel(11)		50,000		*
Wallace L. Timmeny		7,166		*
Michael B. Lazar		4,854		*
Jack E. Short		4,133		*

All executive officers and directors as a group (13 persons)		11,350,827		23.7	%


*		Less than one (1%) percent.

(1)		In general, a person who has voting power or investment power with respect to securities is treated as a beneficial owner of those securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of March 1, 2007 count as outstanding for computing the percentage beneficially owned by the person holding these options or warrants.

(2)		Percentages based upon 45,972,748 shares of common stock outstanding as of March 31, 2007, which includes exchangeable shares of Waste Services (CA) Inc. exchangeable for 2,102,620 shares of our common stock that are not owned directly or indirectly by us.

(3)		Based on information contained in a Form 4 filed with the Securities Exchange Commission by Prides Capital Partners, L.L.C. on December 18, 2006. Mr. McCarthy disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

(4)		Consists of 649,832 shares of common stock issuable upon the exchange of 1,949,497 exchangeable shares of Waste Services (CA) Inc. owned by D.S.Y. Investments Ltd., of which Mr. Sutherland-Yoest is the sole director and stockholder, as well as 251,828 shares of common stock owned by Mr. Sutherland-Yoest personally, 333,333 shares of common stock issuable upon the exercise of currently exercisable warrants to purchase common shares, 333,333 shares of common stock issuable upon the exercise of currently exercisable options, 166,666 shares of common stock owned by Mr. Sutherland-Yoest’s wife and 90,000 shares of common stock owned by Mr. Sutherland-Yoest’s daughter which Mr. Sutherland-Yoest may be deemed to beneficially own. Mr. Sutherland-Yoest disclaims beneficial ownership with respect to the shares owned by his wife and his daughter.

(5)		Consists of 500,000 shares of common stock issuable upon the exchange of 1,500,000 exchangeable shares of Waste Services (CA) Inc. owned by Historia Investments Inc., 492,832 shares of common stock owned by The Victoria Bank (Barbados) Incorporated, and 18,333 shares of common stock issuable upon the exercise of currently exercisable options issued to Mr. Rémillard. Mr. Rémillard is the controlling stockholder of Historia Investments Inc. and is indirectly the controlling stockholder of The Victoria Bank (Barbados) Incorporated, and is deemed to beneficially own the common and exchangeable shares owned by each such entity Mr. Rémillard disclaims beneficial ownership of the common and exchangeable shares owned by The Victoria Bank (Barbados) Incorporated and Historia Investments Inc.

(6)		Consists of 758,333 shares of common stock issuable upon the exchange of 2,275,000 exchangeable shares of Waste Services (CA) Inc. owned by GWD Management Inc., and 23,333 shares of common


		stock issuable upon exercise of currently exercisable options to purchase shares of our common stock issued to Mr. DeGroote. Mr. DeGroote is the controlling stockholder and director of GWD Management Inc.

(7)		Consists of 173,333 shares of common stock owned by Mr. Pytosh (as of August 31, 2006) and options to acquire 500,000 shares of common stock that are currently exercisable.

(8)		Consists of 143,333 shares of common stock owned by Mr. Wilcox and options to acquire 416,666 shares of common stock that are currently exercisable.

(9)		Consists of 242,932 shares of common stock owned by Mr. Matelich, 300 shares of common stock owned by Mr. Matelich’s children and 15,000 shares of common stock issuable upon the exercise of currently exercisable options to purchase common shares issued to Mr. Matelich. The 242,932 shares of common stock owned by Mr. Matelich personally are pledged to Smith Barney (a division of Citigroup Global Markets, Inc.). Mr. Matelich disclaims beneficial ownership of the shares owned by his children. Mr. Matelich is a Managing Director of Kelso & Company, L.P. Affiliates of Kelso & Company, L.P. own currently exercisable warrants to purchase 5,278,070 shares of common stock. Mr. Matelich disclaims beneficial ownership of the shares owned by affiliates of Kelso & Company, L.P.

(10)		Consists of options to acquire 200,000 common shares that are currently exercisable and 833 shares of common stock owned by Mr. Cairns.

(11)		Consists of options to acquire 50,000 common shares that are currently exercisable.

OTHER MATTERS

We do not intend and our directors do not intend to bring any other matters before the Annual Meeting and do not presently know of any other matters that will be presented by others for action at the Annual Meeting. If any other matters do properly come before the Annual Meeting, a properly executed proxy will be voted on such matters in accordance with the best judgment of the persons authorized in the proxy and the discretionary authority to do so, included in the proxy.

We will bear the costs of this solicitation. Proxies will be solicited primarily by mail but may also be solicited personally by our directors or officers, without additional consideration.

OTHER INFORMATION

Delivery of Documents to Security Holders Sharing an Address

Only one Proxy Statement is being delivered to multiple security holders sharing an address unless we have received contrary instructions from one or more of the security holders. We will deliver promptly, upon written or oral request, a separate copy of the Proxy Statement to a security holder at a shared address to which a single copy of the documents was delivered. To request separate delivery of these materials now or in the future, a security holder may submit a written request to: Waste Services, Inc., 1122 International Blvd, Suite 601, Burlington, Ontario, Canada, L7L 6Z8, Attention: Corporate Secretary.

Additionally, any security holders presently sharing an address who are receiving multiple copies of the Proxy Statement and would like to receive a single copy of such materials may do so by directing their request to us in the manner provided above.

Submission of Stockholder Proposals for the Next Annual Meeting

Eligible stockholders who wish to present a proposal at our next annual meeting must provide notice of their proposal in accordance with the requirements and time lines set out in our Amended and Restated By-laws. Notice must be received between March 15, 2008 and April 14, 2008 for inclusion in next year’s proxy. If the proposal is submitted for inclusion in the proxy materials pursuant to Rule 14a-8 of the Securities Exchange Act, for our next annual stockholders meeting it must be received by no later than January 3, 2008. If the date of next year’s annual meeting is changed by more than 30 days from the date of this year’s annual

WASTE SERVICES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
TUESDAY, JUNE 12, 2007
(the “Annual Meeting”)

This proxy should be read in conjunction with the Proxy Statement pertaining thereto.

The undersigned, being a holder of shares of common stock or Special Voting Preferred Stock of WASTE SERVICES, INC., hereby appoints Ivan R. Cairns, or failing him, George Boothe, or instead of either of them the person, if any, named below as proxyholder, with power of substitution, to attend and vote for the undersigned at the Annual Meeting of stockholders to be held on Tuesday, June 12, 2007, and at any adjournment or postponement:

THE STOCKHOLDER MAY APPOINT A PROXYHOLDER OTHER THAN ANY PERSON DESIGNATED ABOVE (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT ON THE STOCKHOLDER’S BEHALF AT THE ANNUAL MEETING. IF YOU WISH SOME PERSON TO ACT FOR YOU OTHER THAN THE PERSON(S) NAMED IN THE ABOVE FORM, FILL IN THE NAME OF SUCH PERSON HERE


		or as an alternate

(Continued and to be signed on the reverse side)

14475

ANNUAL MEETING OF STOCKHOLDERS OF

WASTE SERVICES, INC.

TUESDAY, JUNE 12, 2007

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

â Please detach along perforated line and mail in the envelope provided. â



20400000000000000000 4		061207

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEE DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x



1. Election of three Directors to serve until the 2010 annual meeting of stockholders of the Corporation and one Director to serve until the 2008 annual meeting of stockholders:

		NOMINEES:
o	FOR ALL NOMINEES	O Gary W. DeGroote O David Sutherland-Yoest	(to serve until 2010) (to serve until 2010)
o	WITHHOLD AUTHORITY FOR ALL NOMINEES	O George E. Matelich O Michael B. Lazar	(to serve until 2010) (to serve until 2008)

o	FOR ALL EXCEPT (See instructions below)







INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: l









To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.				o

and in their discretion to vote on amendments or variations to matters identified in the Notice of Annual Meeting or such other matters which may properly come before the Annual Meeting or any adjournment thereof.

To be effective, a proxy must be received by American Stock Transfer & Trust Company no later than Monday, June 11, 2007 at 11:59 p.m. (New York time), or in the case of any adjournment of the Annual Meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the date to which the Annual Meeting is adjourned.

This Proxy supersedes and revokes any proxy previously given in respect of the Annual Meeting.

IF THIS PROXY IS NOT DATED IN THE SPACE BELOW, IT IS DEEMED TO BE DATED ON THE DATE WHICH IT IS MAILED.

On any ballot that may be called for, the securities represented by this Proxy in favor of the person(s) designated by management of the Corporation named in this Proxy will be voted in accordance with the instructions given on this ballot, and if the Stockholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. If no choice is specified in the Proxy with respect to a particular matter identified in the Notice of Annual Meeting, the person(s) designated by management of the Corporation in this Proxy will vote the securities represented by this Proxy in favor of such matters.

Each stockholder has the right to appoint as proxyholder a person (who need not be a stockholder of the Corporation) other than the person(s) designated by management of the Corporation to attend and act on the stockholder’s behalf at the meeting. Such right may be exercised by inserting the name of the person to be appointed in the blank space provided in this Proxy or by completing another form of Proxy.

This Proxy or such other form of proxy should be completed, dated and signed, and sent in the enclosed envelope or otherwise to American Stock Transfer & Trust Company at 6201 — 15^th Avenue, 3^rd Floor, Brooklyn, New York 11219, Facsimile number: 718-921-8387

Signature of Stockholder

Date:

Signature of Stockholder

Date:


Note:		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.


o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12

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(1)	Title of each class of securities to which transaction applies:


(2)	Aggregate number of securities to which transaction applies:


	Page

QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING		3
PROPOSAL I — ELECTION OF DIRECTORS		5
Agreements Regarding the Election of Directors		7
Board Meetings and Corporate Governance		7
The Audit Committee		7
The Governance Committee		8
The Compensation Committee		8
Communications to the Board of Directors		9
Board Members’ Attendance at Annual Meeting		9
Section 16(A) Beneficial Ownership Reporting Compliance		9
Code of Ethics		9
INFORMATION REGARDING OUR EXECUTIVE OFFICERS		9
Legal Proceedings to which Directors or Executive Officers are a Party		10
EXECUTIVE COMPENSATION		11
Compensation Discussion and Analysis		11
Summary Compensation Table		13
Grants of Plan-Based Awards		14
Outstanding Equity Awards at Fiscal Year-End		15
Option Exercises and Stock Vested		16
Pension Benefits		16
Non-Qualified Deferred Compensation Plans		16
Potential Payments Upon Termination or Change of Control		16
Directors’ Compensation		19
Compensation Committee Interlocks and Insider Participation		20
Compensation Committee Report		20
Certain Relationships, Related Transactions and Director Independence		20
Standby Purchase Agreement		21
Other Transactions		21
STOCK PERFORMANCE GRAPH		22
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		23
Audit Fees		23
Audit-Related Fees		23
Tax Fees		23
All Other Fees		23
Pre-Approval Policies and Procedures		23
AUDIT COMMITTEE REPORT		23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		24
OTHER MATTERS		26
OTHER INFORMATION		26
Delivery of Documents to Security Holders Sharing an Address		26
Submission of Stockholder Proposals for the Next Annual Meeting		26
Annual Report		27


(1)	Amount Previously Paid:


(2)	Form, Schedule or Registration Statement No.:


(3)	Filing Party: