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                                                                   EXHIBIT 10.41



                              CORRECTIVE AMENDMENT
                                     TO THE
                      ALLWASTE, INC. AMENDED AND RESTATED
                1989 REPLACEMENT NON-QUALIFIED STOCK OPTION PLAN

         This Corrective Amendment to the Allwaste, Inc. (the "Company")
Amended and Restated 1989 Replacement Non- Qualified Stock Option Plan (the
"Amendment") is executed pursuant to Paragraph 15 of the Amended and Restated
1989 Replacement Non-Qualified Stock Option Plan (the "Plan").  All capitalized
and undefined terms used herein shall have the meanings ascribed to such terms
in the Plan.

         WHEREAS, the Company's Board of Directors (the "Board") is authorized
by Paragraph 15 of the Plan to amend the Plan from time to time; and

         WHEREAS, the Board previously approved an amendment to the Plan to
change the vesting schedule and option term for the annual grants of stock
options to the Company's non-employee directors, as set forth in Section 4(b)
of the Plan; and

         WHEREAS, the Board has determined that Paragraph 14 of the Plan does
not clearly reflect the intent of the Company at the time the Plan was adopted,
and the Board deems it advisable to correct an ambiguity in Paragraph 14 of the
Plan as hereinbelow provided; and

         WHEREAS, the Board has approved extending the post-termination
exercise period for Options as provided in Paragraph 14 of the Plan from three
months to twelve months.

         NOW, THEREFORE, in order to clarify the provisions of the fourth
paragraph of Paragraph 14 of the Plan as authorized by the Board, Paragraph 14
of the Plan is hereby revised as follows, effective as of the date of adoption
of the Plan on January 13, 1989:

         1.      Paragraph 4(b) of the Plan is hereby revised in its entirety
                 to read as follows:

                          (b)     GRANTS TO NON-EMPLOYEE DIRECTORS.  Each
                 Non-Employee Director (meaning directors of the Company who
                 are not officers or full-time employees of the Company or any
                 of its subsidiaries) shall, on the August 1 coinciding with or
                 immediately following the date on which he or she is elected
                 or appointed a director of the Company, be granted an option
                 to purchase 10,000 shares of Common Stock of the Company,
                 exercisable for a period of eight (8) years from the date of
                 such Option grant, subject to the vesting schedule set forth
                 below and to Paragraphs 10 and 14 hereof.  Thereafter, on
                 August 1 of each subsequent year in which the Non-Employee
                 Director is still serving as a director (whether or not the
                 Non-Employee Director has continually remained a director
                 since the initial granting of the Option to purchase 10,000
                 shares), he or she shall automatically be granted an option to
                 purchase an additional 7,500 shares of Common Stock of the
                 Company, exercisable for a period of eight (8) years from the
                 date of such Option grant, subject to the vesting schedule set
                 forth below and to Paragraphs 10 and 14 hereof. The total
                 amount of Common Stock with respect to which Options may be
                 granted under the Plan to Non-Employee Directors of the
                 Company as a group shall not exceed 400,000 shares in the
                 aggregate during any fiscal year; provided, however, that the
                 class and the aforesaid maximum number of shares shall be
                 subject to adjustments in accordance with the provisions of
                 Paragraph 14 hereof.  Notwithstanding the foregoing, the
                 option to purchase 7,500 shares of Common Stock to be granted
                 automatically on
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                 August 1 of each year to each Non-Employee Director shall not
                 be adjusted in the event of a change in capital structure of
                 the Company as described in Paragraph 14 hereof.  All Options
                 granted to Non- Employee Directors shall vest at a rate of 25%
                 per year for the first four years of the Option term, with the
                 first 25% installment vesting one year following the grant
                 date.

         2.      The fourth paragraph of Paragraph 14 of the Plan is hereby
                 revised in its entirety to read as follows:

                 "If the Company is merged into or consolidated with another
                 corporation under circumstances where the Company does not
                 survive as a publicly-traded corporation, or if the Company
                 sells or otherwise disposes of substantially all its assets to
                 another corporation while unexercised Options remain
                 outstanding under the Plan: (i) subject to the provisions of
                 subclause (iii) below, and so long as the acquiring or
                 successor entity, as the case may be, is willing to assume the
                 obligation to deliver shares of such stock or other
                 securities, after the effective date of such merger,
                 consolidation or sale, as the case may be, (a) each holder of
                 an outstanding Option shall be entitled, on exercise of such
                 Option, to receive, in lieu of shares of Common Stock, shares
                 of such stock or other securities as the holder of shares of
                 Common Stock received pursuant to the terms of the merger,
                 consolidation or sale, and if any Optionee's employment is
                 terminated without cause subsequent to the merger,
                 consolidation or sale, then he or she shall have the right, at
                 any time prior to twelve (12) months following the date of
                 such termination without cause to exercise the Option, in
                 whole (without regard to any limitations set forth in or
                 imposed pursuant to Paragraph 6 hereof) or in part, and (b) if
                 the Optionee is a Non-Employee Director who ceases to be a
                 Non-Employee Director of the Company as a result of such
                 merger, consolidation or sale, then he or she shall have the
                 right at any time prior to twelve (12) months following the
                 effective date of such merger, consolidation or sale to
                 exercise the Option, in whole (without regard to any
                 limitations set forth in or imposed pursuant to Paragraph 6
                 hereof) or in part; (ii) the Board of Directors may waive any
                 limitations set forth in or imposed pursuant to Paragraph 6
                 hereof so that all Options, from and after a date prior to the
                 effective date of such merger, consolidation or sale, as the
                 case may be, as specified by the Board of Directors, shall be
                 exercisable in full; or (iii) all outstanding Options may be
                 canceled by the Board of Directors as of the effective date of
                 any such merger, consolidation or sale provided that (x)
                 notice of any such cancellation shall be given to each holder
                 of an Option and (y) each holder of an Option shall have the
                 right to exercise such Option in full (without regard to any
                 limitations set forth in or imposed pursuant to Paragraph 6
                 hereof) during the thirty (30) day period preceding the
                 effective date of any such merger, consolidation or sale;
                 provided, however, that clauses (ii) and (iii) of this
                 sentence shall not apply with respect to the transactions
                 contemplated in the Agreement and Plan of Merger dated as of
                 March 5, 1997, among Philip Environmental Inc., Taro
                 Aggregates Ltd., Philip/Atlas Merger Corp., and Allwaste, Inc.
                 (Philip having agreed to assume the obligations of the Company
                 as set forth in clause (i) of this sentence)."

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         3.      Except as amended hereby, the terms and provisions of the Plan
shall remain in full force and effect, and the Plan and this Amendment shall be
read, taken and construed as one and the same instrument.

         IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing Corrective Amendment to the Plan by the directors of the Company, the
Company has caused this Amendment to be duly executed in its name and behalf by
its proper officers thereunto duly authorized as of the 6th day of March, 1997
(with the modifications to Paragraph 4(b) being effective from July 19, 1996
and with the modifications to Paragraph 14 being effective for all purposes as
of the date of adoption of the Plan on January 13, 1989).


                                ALLWASTE, INC.
                                
                                
                                By:     /s/ James E. Rief                 
                                        ----------------------------------
                                Name:   James E. Rief
                                Title:  Senior Vice President -- 
                                        Technology & Administration

ATTEST:

By:      /s/ William L. Fiedler                             
         ------------------------------------------
Name:    William L. Fiedler
Title:   Vice President, General Counsel, Secretary
         and Corporate Compliance Officer
