R E C I T A L S

   1
                                                                     EXHIBIT 2.9


                     AGREEMENT CONCERNING EMPLOYMENT RIGHTS

         THIS AGREEMENT (this "Agreement"), is made and entered into, to be
effective this 27th day of January, 2000, by and between: Xxxx X. Rome, an
individual, hereinafter referred to as "Executive", and Synagro Technologies,
Inc, a Delaware Corporation, hereinafter referred to as "Synagro" or the
"Company."

                                 R E C I T A L S

         WHEREAS, Synagro desires to raise capital to continue its business plan
including the acquisition of biosolids treatment, processing, disposal and
beneficial reuse companies;

         WHEREAS, GTCR Capital Partners, L.P., a Delaware limited partnership
("Capital Partners"), the Company and certain subsidiaries of the Company are
entering into a Senior Subordinated Loan Agreement on the date hereof (the "Loan
Agreement") pursuant to which, among other things, Capital Partners will make a
loan to the Company on the date hereof and may make additional loans hereafter
from time to time in accordance with the terms thereof;

         WHEREAS, GTCR FUND VII, L.P., a Delaware limited partnership ("Fund
VII" and together with Capital Partners, "GTCR") and the Company are entering
into a Purchase Agreement on the date hereof (the "Purchase Agreement") pursuant
to which, among other things, Fund VII will purchase the Company's convertible
preferred stock on the date hereof and may make additional purchases of
convertible preferred stock from time to time hereafter in accordance with the
terms thereof;

         WHEREAS, the execution of this Agreement by the Company and the
Executive is a condition to the initial closings under the Loan Agreement and
the Purchase Agreement;

         WHEREAS, Executive is employed by Synagro under an employment contract
dated February 19, 1999 (as amended by this Agreement, the "Employment
Contract");

         WHEREAS, the Company values Executive's contribution to Synagro's
business plan and whereas the Company and Executive desire that the transactions
contemplated by the Loan Agreement and the Purchase Agreement be consummated;

         WHEREAS, GTCR, the Company and the Executive desire that any change of
control resulting from the consummation of the Loan Agreement and the Purchase
Agreement and the carrying out of their terms and the ownership and control
granted to GTCR and its affiliates thereunder shall not constitute a "change of
control" for purposes of (1) any and all stock options for the purchase of the
Company's stock held by Executive and (2) for purposes of Executive's Employment
Contract and any other agreement to which the Executive is party which makes
reference to a change of control



                                       1
   2

of the Company or its subsidiaries (including for purposes of the definition of
"Good Reason" in the Employment Contract); and

         WHEREAS, the Company desires to make Executive whole with respect to
the waiver of his rights with respect to a change of control of his options as
though the Executive currently holds in the aggregate options to purchase
450,000 shares of the Company's Common Stock at an exercise price of $2.50 on
the date hereof (except that the number of options not actually held by
Executive on the date hereof would be subject to, among other provisions, five
year time based vesting); and

         WHEREAS, Synagro desires to amend the Employment Contract to entice
Executive to commit to a longer term of employment and to compensate him for
waiving certain rights under the Employment Contract.

         NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and covenants set forth herein, agree as follows:


         Executive, being an employee of Synagro, hereby agrees:

         1.       Executive hereby irrevocably waives any and all rights
                  (whether granted in the Employment Contract, by action of the
                  Board of Directors of Synagro or otherwise) to the
                  acceleration of vesting of Synagro stock options held by
                  Executive as a result of the investment in and loans to the
                  Company (including, without limitation, the ownership of the
                  Company's capital stock resulting thereby, changes to the
                  composition of the Company's Board of Directors resulting
                  thereby, and the enforcement of the terms of the Purchase
                  Agreement, the Loan Agreement and the Warrant Agreement),
                  whether on the date hereof or in the future, by GTCR and/or
                  their affiliates pursuant to the terms of the Purchase
                  Agreement, the Loan Agreement, and the Warrant Agreement
                  between Synagro and Capital Partners ("Warrant Agreement"),
                  and hereby agrees that any such investments and loans
                  (including, without limitation, the ownership of the Company's
                  capital stock resulting therefrom, changes to the composition
                  of the Company's Board of Directors resulting therefrom or
                  pursuant to the terms thereof, and the enforcement of the
                  terms of the Purchase Agreement, the Loan Agreement and the
                  Warrant Agreement) by GTCR and/or their affiliates will not
                  constitute a "Change in Control" for purposes of any such
                  stock option agreement; and

         2.       Executive hereby irrevocably waives any and all rights
                  resulting from a change of control, including for the purposes
                  of the definition of "good reason" in Section 6 of the
                  Employment Contract, (whether granted in the Employment
                  Contract or a separate severance agreement or otherwise) as a
                  result of the investment in and loans to the Company
                  (including, without limitation, the ownership of the Company's
                  capital stock resulting thereby,



                                       2
   3

                  changes to the composition of the Company's Board of Directors
                  resulting thereby or pursuant to the terms thereof, and the
                  enforcement of the terms of the Purchase Agreement, the Loan
                  Agreement and the Warrant Agreement), whether on the date
                  hereof or in the future, by Fund VII, Capital Partners and/or
                  their affiliates pursuant to the terms of the Purchase
                  Agreement, the Loan Agreement, and the Warrant Agreement, and
                  hereby agrees that any such investments and loans (including,
                  without limitation, the ownership of the Company's capital
                  stock resulting therefrom, changes to the composition of the
                  Company's Board of Directors resulting therefrom, and the
                  enforcement of the terms of the Purchase Agreement, the Loan
                  Agreement and the Warrant Agreement) by GTCR and/or their
                  affiliates will not constitute a "Change in Control" for
                  purposes of any such agreement.

         This Waiver is limited to the matters expressly set forth above, and
Executive does not waive any other rights that he may have under the Employment
Contract, any stock option agreement or otherwise.

                 ARTICLE 2.0 - AMENDMENTS TO EMPLOYMENT CONTRACT

         To achieve the goals and objectives set out in the Recitals, which are
incorporated into this Agreement as though more fully set forth in this Article,
Synagro and Executive desire to amend the Employment Contract as follows:

         The first sentence of Paragraph "2. COMPENSATION" in the Employment
Contract, shall be deleted and replaced with the following language:

         "2. COMPENSATION. The Company shall pay or cause to be paid to
         Executive during the Employment Period an annual base salary for his
         services under this Agreement of not less than $175,000, payable in
         equal monthly or semi-monthly installments in accordance with the
         Company's normal payroll procedures."

         The third sentence of Paragraph "2. COMPENSATION" in the Employment
Contract, shall be deleted and replaced with the following language:

         "Executive shall be entitled to participate in an annual bonus "pool"
         or other structure established for the Company's top level of
         management which shall provide for a bonus up to fifty-percent of base
         salary if the goals set by the Board of Directors are satisfied."

         Paragraph "4. TERM OF EMPLOYMENT" in the Employment Contract, shall be
deleted and replaced with the following language:

         "4. TERM OF EMPLOYMENT. Executive's term of employment with the Company
         under this Agreement shall be for 24 consecutive months beginning on
         the Effective Date and continuing thereafter so that the remaining term
         of employment hereunder is always 24 months, unless Notice of
         Termination pursuant to Section 7 is given by either the Company or
         Executive to the other party. The Company



                                       3
   4

                  and Executive shall each have the right to give a Notice of
                  Termination at will, with or without cause, at any time,
                  subject to the terms of this Agreement regarding rights and
                  duties of the parties upon termination of employment. This
                  "evergreen" 24-month employment period hereunder shall be
                  referred to herein as the "TERM OF Employment." The period
                  from the Effective Date through the date of Executive's
                  termination of employment for whatever reason shall be
                  referred to herein as the "EMPLOYMENT PERIOD."

         The definition of "CHANGE IN CONTROL" in paragraph 6 of the Employment
Contract, shall be deleted and replaced with the following language:

                  "A `Change of Control' of the Company shall be deemed to have
                  occurred if any of the following shall have taken place: (a)
                  Any Person or group of Persons (within the meaning of Section
                  13 or 14 of the Securities and Exchange Act of 1934 (the
                  "Exchange Act"), but excluding (i) the executive managers of
                  the Company as of January 27, 2000, and (ii) GTCR Capital
                  Partners, L.P., GTCR Fund VII, L.P. and their respective
                  Affiliates) shall acquire beneficial ownership (within the
                  meaning of Rule 13d-3 promulgated under the Exchange Act) of
                  the outstanding voting stock of the Company equal to the
                  greater of (x) 25% of the then outstanding shares of voting
                  stock of the Company and (y) the proportion of the then
                  outstanding shares of voting stock of the Company held by GTCR
                  Fund VII, L.P. and its Affiliates; or (b) during any 12-month
                  period, individuals who at the beginning of such period
                  constituted the Board (together with any directors designated
                  by the holders of the Convertible Preferred Stock or the
                  Lender and new directors whose election by the Board or whose
                  nomination for election by the Company's shareholders was
                  approved by a vote of at least majority of the directors who
                  either were directors at beginning of such period or whose
                  election or nomination was previously so approved) cease for
                  any reason to constitute a majority of the Board. For purposes
                  of this provision, "Person", "Affiliates", "Board",
                  "Convertible Preferred Stock" and "Lender" shall have the
                  meanings ascribed to such terms in the Loan Agreement."

         The above amendments to the Employment Contract are limited to the
matters expressly set forth above, and Executive and Synagro do not waive, amend
or modify any other rights or duties that he or it may have under the Employment
Contract.

                          ARTICLE 3.0 - OTHER AGREEMENT

To achieve the goals and objectives set out in the Recitals, which are
incorporated into this Agreement as though more fully set forth in this Article,
Synagro and Executive agree that for so long as Executive remains employed by
Synagro and for thirty-days thereafter, in the event that:

                  (i)      Executive's employment hereunder is terminated by the
                           Company at any time for any reason except (A) for
                           Cause or (B) Executive's death or Disability;



                                       4
   5

                  (ii)     Executive terminates his own employment hereunder at
                           any time for Good Reason; or

                  (iii)    a Change of Control (not otherwise waived pursuant to
                           this Agreement) occurs

                  Executive shall be entitled to receive, and the Company shall
                  be obligated to elect at its option to either (a) issue
                  options to purchase 450,000 registered shares of the Company's
                  common stock at an exercise price of $2.50 per share which
                  shall be fully vested but non-transferable and which shall
                  expire, notwithstanding any agreement or arrangement to the
                  contrary, 90 days from the date of issue; (b) a number of
                  registered shares (if the Company is publicly traded at such
                  time) of the Company's common stock equal to the result of (A)
                  the product of (x) 450,000 and (y) the Fair Market Value per
                  share of the Company's common stock less $2.50 divided by (B)
                  the Fair Market Value per share of the Company's common stock;
                  or (c) a cash payment equal to (x) the Fair Market Value of
                  the Company's common stock per share less $2.50 multiplied by
                  (y) 450,000 (alternatives (a), (b) and (c) collectively, the
                  "Option Payment"). As a condition to receiving the Option
                  Payment, Executive must surrender all other options to
                  purchase Synagro common stock that he has been granted.
                  However, the Option Payment shall not be required to be made
                  if Executive has, at any time, whether before or after the
                  date of this agreement, been granted (for purposes hereof,
                  existing options which are repriced to an exercise price of
                  $2.50 shall be deemed to be re-granted) options to purchase an
                  aggregate amount of 450,000 shares of common stock of Synagro
                  with an average strike price of $2.50 or less. For purposes
                  hereof, "Fair Market Value" shall mean, with respect to any
                  date on which any determination of Fair Market Value is to be
                  made, the average closing price of shares of the Company's
                  common stock sold on the NASDAQ National Market System during
                  the previous 21 trading days.

For purposes of this Article 3.0, "Cause", "Change in Control", "Disability" and
"Good Reason" shall have the meanings ascribed to such terms in the Employment
Contract.

                      ARTICLE 4.0 - SUCCESSORS AND ASSIGNS

         This Agreement shall be assignable as provided in Section 29 of the
Employment Contract.




                                       5
   6

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written:


         Xxxx X. Rome, an Individual.

                  By: /s/ XXXX X. ROME
                      -------------------------------------


         Synagro Technologies, Inc, a Delaware Corporation.

                  By: /s/ XXXX X. XXXXXX
                      -------------------------------------
                      Xxxx X. Xxxxxx




                                       6