
                                  Exhibit 10.4

                                 ALLWASTE, INC.

                        TARGET 2000: ONE, TWO, FOUR PLAN

1.       PURPOSE OF THE PLAN

         This  Allwaste,  Inc.  Target 2000:  One, Two, Four Plan is intended to
promote the  interests of the Company by providing  certain key employees of the
Company,  as set forth on SCHEDULE 1 to this Plan,  who are largely  responsible
for the management,  growth and protection of the business of the Company,  with
an incentive to increase their proprietary interest in the Company.

2.       DEFINITIONS

         As used in the  Plan,  the  following  definitions  apply to the  terms
indicated below:

         (a) "BOARD OF DIRECTORS" shall mean the Board of Directors of Allwaste,
Inc.

         (b) "CODE"  shall mean the Internal  Revenue  Code of 1986,  as amended
from time to time.

         (c) "COMMITTEE"  shall mean the Compensation  Committee of the Board of
Directors or such other  committee  as the Board of  Directors  may appoint from
time to time to administer the Plan.

         (d) "COMMON  STOCK" shall mean the  Company's  common  stock,  $.01 par
value per share.

         (e) "COMPANY" shall mean Allwaste,  Inc., a Delaware  corporation,  and
each of its Subsidiaries and its successors.

         (f) "DISQUALIFYING  DISPOSITION" shall mean the sale,  transfer,  short
sale, margin,  pledge, or other disposition of any of the shares of Common Stock
acquired by a Participant in a Triggering Purchase prior to two years after such
Triggering Purchase.

         (g) "EMPLOYEE"  shall mean any person who is an employee of the Company
or any Parent or Subsidiary of the Company within the meaning of Section 3401(c)
of the Code and the regulations promulgated thereunder.

         (h) "EXCHANGE ACT" shall mean the  Securities  Exchange Act of 1934, as
amended from time to time.

         (i) the "FAIR  MARKET  VALUE"  of a share of  Common  Stock on any date
shall be (i) the closing sales price on the immediately  preceding  business day
of a share of Common Stock as reported on the New York Stock Exchange.


         (j) "INCENTIVE  AWARD" shall mean an Option granted under the Company's
Option Plan or a share of Restricted  Stock granted pursuant to the terms of the
Plan.

         (k) "ISSUE  DATE" shall mean the date  established  by the Board or the
Committee on which certificates representing shares of Restricted Stock shall be
issued by the Company pursuant to the terms of Section 7(d) hereof.

         (l) "OPTION" shall mean an option to purchase shares of Common Stock of
the Company  granted  pursuant to the Option Plan, as  contemplated by Section 6
hereof.

         (m) "OPTION  PLAN" shall mean the  Company's  Amended and Restated 1989
Replacement  Non-Qualified  Stock Option  Plan,  as the same may be amended from
time to time.

         (n) "PARTICIPANT" shall mean an employee of the Company who is eligible
to participate in the Plan as set forth on SCHEDULE 1 hereto, as the same may be
amended from time to time by resolution of the Committee.

         (o) "PLAN" shall mean the Allwaste,  Inc.  Target 2000:  One, Two, Four
Plan, as it may be amended from time to time.

         (p)  "QUALIFYING  SHARES" shall mean a number of shares of Common Stock
that increases a Participant's actual ownership of Common Stock, as certified by
such Participant from time to time as contemplated hereby, the purchase price of
which shares does not exceed the Salary Limitations applicable to a Participant.

         (q)  "RESTRICTED  STOCK"  shall  mean a share of Common  Stock  that is
granted  pursuant  to the terms of  Section 7 hereof  and that is subject to the
restrictions  set forth in Section 7(c) hereof for so long as such  restrictions
continue to apply to such share.

         (r)  "SALARY  LIMITATIONS"  shall  mean  the  maximum  percentage  of a
Participant's  annual salary,  as determined  from time to time by resolution of
the Committee, that may be used to purchase Qualifying Shares.

         (s) "SECURITIES  ACT" shall mean the Securities Act of 1933, as amended
from time to time.

         (t) "SUBSIDIARY" or "SUBSIDIARIES"  shall mean any and all corporations
in which at the pertinent time the Company owns,  directly or indirectly,  stock
vested with more than fifty  percent of the total  combined  voting power of all
classes of stock of such  corporations  within the meaning of Section  424(f) of
the Code.

         (u) "TERMINATION DATE" shall mean March 31, 1996, the date by which all
Triggering Purchases under the Plan must be completed;  PROVIDED,  HOWEVER, that
this Termination Date may be amended or extended from time to time by resolution
of the Committee.
 
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         (v)  "TRIGGERING  PURCHASE" shall mean the acquisition by a Participant
of Qualifying Shares that does not exceed the Salary  Limitations  applicable to
such Participant and is consummated prior to the Termination Date.

         (w) "VESTING DATE" shall mean the date  established by the Board or the
Committee on which a share of Restricted Stock may vest.

3.       STOCK SUBJECT TO THE PLAN

         Under the Plan, the Committee shall grant to a Participant that makes a
Triggering  Purchase a number of shares of  Restricted  Stock equal to two times
the number of Qualifying  Shares  purchased by the Participant in the Triggering
Purchase. Further, on completion of a Triggering Purchase by a Participant,  the
Committee may, in the exercise of its discretion as provided in the Option Plan,
grant to such Participant an Option under the Option Plan.

         Shares of Common Stock issued under the Plan as shares of Restricted
Stock shall be treasury shares.

4.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Committee. The Committee shall
have full authority to administer the Plan, including authority to interpret and
construe any provision of the Plan and the terms of any Incentive Award issued
thereunder and to adopt such rules and regulations for administering the Plan as
it may deem necessary. Decisions of the Committee shall be final and binding on
all parties.

         The Committee may, in its absolute discretion accelerate the Vesting
Date or Issue Date, or waive any condition imposed pursuant to Section 7(b)
hereof, with respect to any share of Restricted Stock granted under the Plan.

5.       ELIGIBILITY

         Only those key employees designated as Participants in the Plan on
SCHEDULE 1 hereto, as the same may be amended from time to time by resolution of
the Committee, shall be eligible to receive Incentive Awards pursuant to the
Plan.

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6.       OPTIONS

         On completion of a Triggering Purchase by a Participant, the Committee
may, in the exercise of its discretion as provided in the Option Plan, grant to
such Participant an Option under the Option Plan. At the time of the adoption of
this Plan, the Board of Directors and the Committee contemplated that at the
time of a Triggering Purchase, a Participant will be granted an Option to
purchase a number of shares of Common Stock equal to four times the number of
Qualifying Shares purchased in the Triggering Purchase; HOWEVER, the Committee
shall retain the absolute discretion to elect not to award a Participant any
Options under the Option Plan or to award a Participant Options to acquire such
number of shares of Common Stock as the Committee deems appropriate, at such
times and with such terms and conditions as the Committee may in its discretion
prescribe. Option grants contemplated by this Plan shall only be granted in the
absolute discretion of the Committee and shall be granted pursuant to and
governed by the Option Plan.

7.       RESTRICTED STOCK

         On the completion of a Triggering Purchase by a Participant, the
Committee shall grant to such Participant a number of shares of Restricted Stock
equal to two times the number of Qualifying Shares purchased by such Participant
in the Triggering Purchase. Each grant of shares of Restricted Stock shall be
evidenced by an agreement in substantially the form attached hereto as EXHIBIT
A. Unless otherwise determined by the Board of Directors or the Committee, in
its absolute discretion, and set forth in the agreement evidencing the grant,
each grant of shares of Restricted Stock shall comply with and be subject to the
following terms and conditions:

         (a)      ISSUE DATE AND VESTING DATE

         At the time of the grant of shares of Restricted Stock, the Committee
shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates
with respect to such shares. Except as provided in Sections 7(c) and 7(f)
hereof, on the occurrence of the Issue Date with respect to a share of
Restricted Stock, a share of Restricted Stock shall be issued in accordance with
the provisions of Section 7(d) hereof. Provided that all conditions to the
vesting of a share of Restricted Stock imposed pursuant to Section 7(b) hereof
are satisfied, and except as provided in Sections 7(c) and 7(f) hereof, on the
occurrence of the Vesting Date with respect to a share of Restricted Stock, such
share shall vest and the restrictions of Section 7(c) hereof shall cease to
apply to such share.

         (b)      CONDITIONS TO VESTING

         At the time of the grant of shares of Restricted Stock, the Committee
may impose such restrictions or conditions, not inconsistent with the provisions
hereof, to the vesting of such shares as it in its absolute discretion deems
appropriate.

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         (c)      RESTRICTIONS ON TRANSFER PRIOR TO VESTING

         Prior to the vesting of a share of Restricted Stock, no transfer of a
Participant's rights with respect to such share, whether voluntary or
involuntary, by operation of law or otherwise, shall vest the transferee with
any interest or right in or with respect to such share, but immediately on any
attempt to transfer such rights, such share, and all of the rights related
thereto, shall be forfeited by the Participant and the transfer shall be of no
force or effect.

         (d)      ISSUANCE OF CERTIFICATES

                  (1) Except as provided in Sections 7(c) or 7(f) hereof,
         reasonably promptly after the Issue Date with respect to shares of
         Restricted Stock, the Company shall cause to be issued a stock
         certificate, registered in the name of the Participant to whom such
         shares were granted, evidencing such shares; PROVIDED, that the Company
         shall not cause to be issued such a stock certificate unless it has
         received a stock power duly endorsed in blank with respect to such
         shares. Each such stock certificate shall bear the following legend:

                  THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
                  STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS,
                  TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS
                  AGAINST TRANSFER) CONTAINED IN THE ALLWASTE, INC. TARGET 2000:
                  ONE, TWO, FOUR PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE
                  REGISTERED OWNER OF SUCH SHARES AND ALLWASTE, INC. A COPY OF
                  THE PLAN AND THE AGREEMENT ARE ON FILE IN THE OFFICE OF THE
                  SECRETARY OF ALLWASTE, INC., 5151 SAN FELIPE, SUITE 1600,
                  HOUSTON, TEXAS 77056.

         Such legend shall not be removed from the certificate evidencing such
         shares until such shares vest pursuant to the terms hereof.

                  (2) Each certificate issued pursuant to Paragraph 7(d)(1)
         hereof, together with the stock powers relating to the shares of
         Restricted Stock evidenced by such certificate, shall be held by the
         Company. The Company shall issue to the Participant a receipt
         evidencing the certificates held by it which are registered in the name
         of the Participant.

         (e)      CONSEQUENCES ON VESTING

         On the vesting of a share of Restricted Stock pursuant to the terms
hereof, the restrictions of Section 7(c) hereof shall cease to apply to such
share. Reasonably promptly after a share of Restricted Stock vests pursuant to
the terms hereof, the Company shall cause to be issued and delivered to the
Participant to whom such shares were granted, a certificate evidencing such
share, free of the legend set forth in Paragraph 7(d)(1) hereof, together with
any other property of the Participant held by Company pursuant to Section 7(d)
hereof; PROVIDED, HOWEVER, that

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such delivery shall be effected for all purposes when the Company shall have
deposited such certificate and other property in the United States mail,
addressed to the Participant.

         (f)      EFFECT OF TERMINATION OF EMPLOYMENT

         In the event of the termination of a Participant's employment with the
Company, with or without cause, all shares of Restricted Stock granted to such
Participant that have not vested as of the date of such termination shall
immediately be forfeited.

         (g)      FORFEITURE ON DISQUALIFYING DISPOSITION

         On consummation of a Disqualifying Disposition, all shares of
Restricted Stock granted to such Participant that have not vested as of the date
of such Disqualifying Disposition shall immediately be forfeited.

8.       ADJUSTMENT ON CHANGES IN COMMON STOCK

         (a)      OUTSTANDING RESTRICTED STOCK

         Unless the Committee in its absolute discretion otherwise determines,
if a Participant receives any securities or other property (including dividends
paid in cash) with respect to a share of Restricted Stock, the applicable Issue
Date that occurs prior to such event but that has not vested as of the date of
such event, as a result of any dividend, stock split, recapitalization, merger,
consolidation, combination, exchange of shares or otherwise, such securities or
other property will not vest until such share of Restricted Stock vests and
shall be held by the Company pursuant to Paragraph 7(d)(2) hereof.

         The Committee may, in its absolute discretion, adjust any grant of
shares of Restricted Stock, the Issue Date with respect to which has not
occurred as of the date of the occurrence of any of the following events to
reflect any dividend, stock split, recapitalization, merger, consolidation,
combination, exchange of shares or similar corporate change as the Committee may
deem appropriate to prevent the enlargement or dilution of rights of
Participants under the grant.

         (b)      NO OTHER RIGHTS

         Except as expressly provided in the Plan, no Participant shall have any
rights by reason of any subdivision or consolidation of shares of stock of any
class, the payment of any dividend, any increase or decrease in the number of
shares of stock of any class or any dissolution, liquidation, merger or
consolidation of the Company or any other corporation. Except as expressly
provided in the Plan, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Restricted Stock.

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9.       RIGHTS AS A STOCKHOLDER

         No person shall have any rights as a stockholder with respect to any
shares of Common Stock covered by or relating to any grant of Restricted Stock
granted pursuant to this Plan until the date of the issuance of a stock
certificate with respect to such shares. Except as otherwise expressly provided
in Section 8 hereof, no adjustment to any Restricted Stock shall be made for
dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

10.      SECURITIES MATTERS

         The Company shall be under no obligation to effect the registration
pursuant to the Securities Act of any shares of Common Stock to be issued
hereunder or to effect similar compliance under any state laws. Notwithstanding
anything herein to the contrary, the Company shall not be obligated to cause to
be issued or delivered any certificates evidencing shares of Common Stock
pursuant to the Plan unless and until the Company is advised by its counsel that
the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authority and the requirements of
any securities exchange on which shares of Common Stock are traded. The
Committee may require, as a condition of the issuance and delivery of
certificates evidencing shares of Common Stock pursuant to the terms hereof,
that the recipient of such shares make such covenants, agreements and
representations, and that such certificates bear such legends, as the Committee,
in its sole discretion, deems necessary or desirable.

11.      WITHHOLDING TAXES

         Whenever shares of Common Stock are to be issued on the occurrence of
the Issue Date or Vesting Date with respect to a share of Restricted Stock, the
Company shall have the right to require the Participant to remit to the Company
in cash an amount sufficient to satisfy federal, state and local withholding tax
requirements, if any, attributable to such occurrence prior to the delivery of
any certificate or certificates for such shares. In lieu of remitting cash to
the Company to satisfy these withholding obligations, the Participant may (i)
request that the Company deliver the certificate representing such shares to the
Participant's broker so that a portion of such shares may be sold to pay such
taxes or (ii) request that the Company redeem a portion of such shares for the
payment of such tax obligations, which redemption will be made solely in the
discretion of the Company. In the event that the Company elects not to redeem a
portion of such shares, the Participant must either remit cash to the Company
for such tax requirements or remit sale proceeds from a portion of such shares
as provided in subparagraph (i) in the foregoing sentence.

12.      AMENDMENT OF THE PLAN

         The Board of Directors may at any time suspend or discontinue the Plan
or revise or amend it in any respect whatsoever.

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13.      TRANSFERS ON DEATH

         On the death of a Participant, outstanding Restricted Stock grants made
to such Participant under the Plan may be held only by the executors or
administrators of the Participant's estate or by any person or persons who shall
have acquired such right to exercise by will or by the laws of descent and
distribution. No transfer by will or the laws of descent and distribution of any
shares of Restricted Stock shall be effective to bind the Company unless the
Committee shall have been furnished with (a) written notice thereof and with a
copy of the will and/or such evidence as the Committee may deem necessary to
establish the validity of the transfer and (b) an agreement by the transferee to
comply with all the terms and conditions of the Restricted Stock award that are
or would have been applicable to the Participant and to be bound by the
acknowledgements made by the Participant in connection with the grant of the
shares of Restricted Stock.

14.      EXPENSES AND RECEIPTS

         The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Incentive Award will be used for
general corporate purposes.

15.      FAILURE TO COMPLY

         In addition to the remedies of the Company elsewhere provided for
herein, failure by a Participant to comply with any of the terms and conditions
of the Plan or the agreement executed by such Participant evidencing a
Restricted Stock grant, unless such failure is remedied by such Participant
within ten days after having been notified of such failure by the Committee,
shall be grounds for the cancellation and forfeiture of such award, in whole or
in part as the Committee, in its absolute discretion, may determine.

16.      EFFECTIVE DATE AND TERM OF PLAN

         The Plan was adopted by the Compensation Committee of the Board of
Directors, pursuant to authority granted to the Committee by the Board on
October 26, 1995, on November 1, 1995. No Incentive Award may be granted under
the Plan after the Termination Date. The applicable provisions of the Plan shall
remain in effect until the last grant of Restricted Stock made under the Plan
vests in full.

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