AMENDED AND RESTATED
                      --------------------
                      EMPLOYMENT AGREEMENT
                      --------------------

          THIS AMENDED AND RESTATED EXPLOYMENT AGREEMENT is
effective as of the 27th day of March, 1996 by and between
Envirodyne Industries, Inc., a Delaware corporation with its
principal office at 701 Harger Road, Oak Brook, Illinois 60521
(the "Company") and F. Edward Gustafson, an individual
("Executive") (hereinafter together referred to as "the
parties").

          WHEREAS, Executive has served as Executive Vice
President and Chief Operating Officer of the Company; and

          WHEREAS, the Company and Executive desire that
Executive serve as Chairman of the Board, President and Chief
Executive Office of the Company on the terms set forth herein.

          NOW, THEREFORE, in consideration of the mutual
agreements and covenants of the parties contained herein, the
parties agree as follows:

          1.     Employment Term.  The Company shall employ
                 ---------------
Executive and Executive agrees to be employed by the Company;
pursuant to the terms and conditions hereof; for the period (the
"Employment Term") commencing on the date hereof and ending on
March 26, 1999; provided, however, that on March 26, 1997 and on
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each subsequent anniversary thereof, the Employment Term shall
automatically be extended for a period of one year unless either
party shall have given written notice to the other party not less
than thirty days prior to March 27, 1997 or any subsequent
anniversary thereof that the Employment Term shall not be so
extended.

          2.     Duties.  During the Employment Term, Executive
                 ------
shall serve as Chairman of the Board, President and Chief
Executive Officer of the Company, and the Company shall use its
best efforts to cause Executive to be elected as a director of
the Company during the Employment Term.  Executive shall perform
such services and duties prescribed for such positions by the
Company's By-laws and as are otherwise incident to such positions
and such other services and duties not inconsistent with such
positions as may be determined from time to time by the Board of
Directors of the Company (the "Board").  Subject to the terms and
conditions of this Agreement, Executive shall devote his full
business time, attention and skills, to the best of his
abilities, to the performance of such services and duties, and
use his best efforts to promote the interests of the Company and
its subsidiaries.  Nothing in this Agreement shall preclude
Executive from engaging in charitable and community affairs, from
managing his personal investments or, except as otherwise
provided in Sections 9(b) and (c), from serving as a member of
the board of directors or a trustee of other companies,
associations or entities, provided, however, that such activities
                          --------  -------
do not interfere in any material respect with Executive's
performance of his obligations to the Company hereunder. 
Executive's principal place of employment shall be located in the
greater Chicago metropolitan area, and the Company shall not
require Executive to relocate from such area without Executive's
prior written consent.

          3.     Compensation.  In consideration of the
                 ------------
performance by Executive of his obligations hereunder, the
Company shall pay Executive the amounts hereinafter set forth.

               (a)     During the Employment Term, the Company
shall pay Executive (i) a salary (the "Base Salary") at an annual
rate of not less than $450,000, plus (ii) $30,000 per year in
lieu of a Company-provided automobile, both payable in
substantially equal installments in accordance with the normal
payroll practices of the Company then in effect for other offices
of the Company.  As of each anniversary of the date of this
Agreement, Executive's Base Salary shall be increased by such
amount as shall be determined by the Compensation Committee of
the Board in a manner consistent with its most recent
determination of increases in base salary of other senior
officers of the Company.

               (b)     If for the fiscal year of the Company
ending during 1996, the Company's Earnings Before Interest,
Taxes, Depreciation and Amortization ("EBITDA") (as determined by
the Company's independent accounts based on the Company's audited
financial statements for such fiscal year) exceeds $100,000,000,
the Company shall pay Executive, within 2-1/2 months after the end
of such fiscal year, an annual bonus equal to the percentage of
Executive's Base Salary set forth on Schedule A attached hereto,
based on the amount by which EBITDA exceeds $100,000,000.  The
annual bonus payable to Executive for subsequent fiscal years of
the Company ending during the Employment Term shall be based upon
such financial or other performance criteria related to the
Company and its businesses are attained, which criteria shall be
established by the Compensation Committee of the Board, in its
sole discretion, upon consultation with the Executive;

               (c)     (1)     Upon execution of this Agreement,
the Company shall grant to Executive two options, each of which
shall cover an aggregate of 35,000 shares of the Company's common
stock, subject to the terms and conditions set forth in paragraph
(c)(3) below.  
               (2)     In addition, upon execution of this
Agreement the Company shall grant to Executive an additional
option (the "Additional Option") covering 75,000 shares of the
Company's Common Stock, subject to the terms and conditions set
forth in this paragraph (c)(2) and in paragraph (c)(3) below:  If
                                                       -----
for the Company's fiscal year ending in 1996, the Company's
EBITDA (as determined above) shall exceed $103,600,000, then on
March 27, 1997 (if the Employment Term has not yet ended),
subject to the terms and conditions set forth in paragraph (c)(3)
below, the Additional Option shall become vested and exercisable
with respect to shares of the Company's common stock in the
number of shares determined based upon the amount of the
Company's EBITDA, as follows:

          (a)     if the Company's EBITDA exceeds $103,600,000,
          but not $108,000,000, 25,000 shares of Company common
          stock;

          (b)     if the Company's EBITDA exceeds $108,000,000
          but not $112,000,000, 50,000 shares of Company common
          stock; or

         (c)     if the Company's EBITDA exceeds $112,000,000,
         75,000 shares of Company commons stock.

If the Company's EBITDA shall not exceed $103,600,000 for such
fiscal year, the Additional Option shall not become vested and
exercisable.

               (3)     All options to be granted pursuant to this
Agreement shall have a per share exercise price equal to the fair
market value of a share of the Company's common stock on the date
of grant and shall be subject to the general terms and conditions
established by the Company's Compensation Committee and as set
forth in the form of stock option agreement in use under the
Company's 1993 Stock Option Plan (as amended and restated through
March 27, 1996) (the "Stock Option Plan"), provided any portion
                                           --------
of the Additional Option granted pursuant to paragraph (c)(2)
above that becomes vested on account of the Company's performance
pursuant to paragraph (c)(2)(a), (b) or (c) above and one of the 
                                            -----
options granted pursuant to subparagraph (c)(1) above shall
become exercisable with respect to one-third of the shares
covered thereby on each of March 27, 1998, March 27, 1999 and
March 27, 2000, if the Employment Term has not yet ended on such
dates.

               (d)     Upon execution of this Agreement, the
Company shall grant to Executive 35,000 restricted shares of the
Company's common stock but subject to any notification
requirement imposed by the National Association of Securities
Dealers.  Such shares shall be non-transferrable and subject to
the restriction that they shall be forfeited to the Company if
Executive's employment by the Company is terminated by the
Company for cause as defined herein or voluntarily by Executive,
other than on account of Good Reason or Executive's death or
Disability, prior to March 27, 1999.
          4.     Benefits.  During the Employment Term, Executive
                 --------
shall be entitled to participate in any employee benefit plans
(including, but not limited to, any life insurance, disability,
medical, dental, hospitalization, savings, retirement and other
benefit plans of the Company) then in effect for executive
officers of the Company and to receive any other fringe benefits
that the Company then provides to executive officers of the
Company to the extent Executive meets the eligibility
requirements for any such plan or benefit; provided, however,
                                           --------  -------
that Executive shall be provided life insurance protection
provided to Executive in an amount not be less than $500,000. 

          5.     Reimbursements for Expenses.  Executive is
                 ---------------------------
authorized to incur reasonable expenses in the performance of his
duties hereunder, including without limitation, country club dues
(up to $8,500 per year), expenses for travel and similar items
related to such duties.  The Company also shall pay or reimburse
Executive up to $5,000 per year for financial consulting
services.  The Company shall reimburse Executive or pay for all
such expenses upon presentation by Executive from time to time of
an itemized account of such expenditures.  The Company also shall
establish a nonqualified, unfunded program whereby Executive can
defer compensation under the terms of the Company's "401(k) plan"
in excess of the limits imposed on such deferrals by the Internal
Revenue Code.  The Company shall pay or reimburse Executive for
the reasonable attorneys' fees and related expenses incurred by
Executive in connection with the negotiation of this Agreement.

          6.     Vacations.  During the Employment Term,
                 ---------
Executive shall be entitled to paid vacations of no less than six
weeks per year.

          7.     Termination.  Executive's employment hereunder
                 -----------
may be terminated under the following circumstances:

               (a)     Death.  Executive's employment hereunder
                       -----
shall terminate automatically upon Executive's death.

               (b)     Disability.  The Company or Executive may
                       ----------
terminate Executive's employment after having established
Executive's Disability.  For purposes of this Agreement,
"Disability" shall be established if Executive shall be unable to
perform fully his duties hereunder because of illness, physical
or mental disability or other incapacity, as confirmed by medical
evidence satisfactory to the Compensation Committee, that is
expected to prevent him from returning to the full performance of
his duties hereunder for six months or longer.  

               (c)     Cause.  The Company may terminate
                       -----
Executive's employment for "Cause."  Cause shall mean a finding
adopted in good faith by the Board that Executive (i) willfully
failed to substantially perform his services or duties for the
Company (other than a failure resulting from Executive's
Disability) and such failure continues for 30 days after the
Board has given written notice to Executive providing a
reasonable description of the basis for the determination that
Executive has failed to perform his services or duties, (ii) has
been convicted of (or plead nolo contendere to) a felony or to a
                            ---- ----------
misdemeanor involving moral turpitude or the use of a controlled
substance, (iii) has breached this Agreement in any material
respect if such breach is not cured or remedied within 30 days
after the Board has given written notice to Executive providing a
reasonable description of the breach, or (iv) engaged in
embezzlement or misappropriation of the assets of the Company or
any of its subsidiaries or (v) engaged in conduct constituting
willful malfeasance in connection with his employment which is
materially injurious to the Company and its subsidiaries taken as
a whole.  Notwithstanding anything contained in this Agreement to
the contrary, no failure to perform by Executive after Notice of
Termination (as hereinafter defined) is given by Executive shall
constitute Cause for purposes of this Agreement.  No act, or
failure to act, on Executive's part, shall be considered
"willful" for purposes of (i) or (v) above unless he has acted to
failed to act with an absence of good faith and without a
reasonable belief that his action or failure to act was in the
best interests of the Company.  Any action of the Board to
terminate Executive for cause under clause (i), (iii), (iv) or
(v) of the preceding sentence shall not be made until after
Executive and his legal advisors have been provided an
opportunity to meet with the Board, contest the basis for such
termination and to demonstrate that Executive's continued
employment is in the best interests of the Company.

               (d)     (1)     Good Reason.  Executive may
                               -----------
terminate his employment for "Good Reason."  As used in this
Section 7(d), the term "Company" shall also refer to its
successor entity or any entity which has acquired control of the
Company as a result of a Change in Control.  For purposes of this
Agreement, Good Reason shall mean the occurrence of any of the
events or conditions described in Subsections (i) through (vi)
hereof:

        (i)     Executive no longer serving as Chairman of the
        Board, President and Chief Executive Officer of the
        Company for any reason, including, but not limited to, as
        a result of a vote of the stockholders at an annual or
        special meeting, action taken by the Board of Directors
        without cause or as a result of the merger,
        reorganization or restructuring of the company, or the
        assignment to Executive of duties or responsibilities
        which are inconsistent with the status, title, position
        or responsibilities of Chairman of the Board, President
        and Chief Executive Officer of the Company (which
        assignment is not rescinded after the Company receives
        written notice from Executive providing a reasonable
        description of such inconsistency); provided, however,
                                            --------  -------
        that a cessation of the Company's status as a reporting
        Company under Section 12(g) of the Securities Exchange
        Act of 1934 shall not by itself result in a violation of
        this clause;
     
        (ii)     the Company's requiring Executive to be based at
        any place outside a 30-mile radius from the principal
        location from which Executive served as an employee of
        the Company immediately prior to the Change in Control,
        except for reasonably required travel on the Company's
        business which is not materially greater than such travel
        requirements prior to the Change in Control;

        (iii)     the failure by the Company to provide Executive
        with compensation and benefits substantially comparable,
        in the aggregate, to those provided for under the
        employee benefit plans, programs and practices in effect
        immediately prior to the Change in Control;

        (iv)     any material breach by the Company of any
        provision of this Agreement which has not been cured or
        corrected by the Company within two weeks after Executive
        has given the Company written notice of such breach;

        (v)     the failure of the Company to obtain an
        agreement, satisfactory to Executive, from any successor
        or assign of the Company to assume and agree to perform
        this Agreement, as contemplated in Section 12 hereof; or

        (vi)     there shall have occurred a Change in Control of
        the Company.
   
                    (2)     Executive's right to terminate his
employment pursuant to this Section 7(d) shall not be affected by
his Disability if as of the occurrence of an event constituting
Good Reason, his Employment has not terminated pursuant to
paragraph 7(b) hereof. 

               (e)     For purposes of this Agreement, a "Change
in Control" shall mean any of the following events:

                    (1)     any Person (an "Acquiring Person")
becomes the "beneficial owner" (as such term is defined in Rule
13d-3 promulgated under the Exchange Act, a "Beneficial Owner"),
directly or indirectly, of securities of the Company representing
20% or more of the combined voting power of the Company's then
outstanding securities, other than beneficial ownership by the
Company, any employee benefit plan of the Company or any person
or entity organized, appointed or established pursuant to the
terms of any such benefit plan;

                    (2)     the Company's stockholders approve an
agreement to merge or consolidate the Company with another
corporation, or an agreement providing for the sale of
substantially all of the assets of the Company to one or more
corporations, in any case other than with or to a corporation 50%
or more of which is controlled by or is under common control
with, the Company;

                    (3)     during any two-year period,
individuals who at the date on which the period commences
constitute a majority of the Board cease to constitute a majority
thereof for any reason; provided, however, that a director who
                        --------  -------
was not a director at the beginning of such period shall be
deemed to have satisfied the two-year requirement if such
director was elected by, or on the recommendation of, at least a
majority of the directors who were directors at the beginning of
such period (either actually or by prior operation of this
provision), other than any director who is so approved in
connection with any actual or threatened contest for election to
positions on the Board; or

                    (4)     at any time, a majority of the
members of the Board shall consist of individuals who were not
nominated for election to the Board by the Company's Compensation
and Nominating Committee or such other committee of the Board
(including, the Board itself) as shall, from time to time, be
performing the function of proposing nominees for election to the
Board.

               (f)     Notice of Termination.  Any purported
                       ---------------------
termination of Executive's employment hereunder by the Company
for Cause or by Executive for Good Reason or by reason of
Executive's Disability shall be communicated by a written Notice
of Termination to the other.  For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which indicates the
specific termination provision in this Agreement relied upon as a
basis for termination.  For purposes of this Agreement, no such
purported termination of employment shall be effective without
such Notice of Termination.

               (g)     Termination Date.  "Termination Date"
                       ----------------
shall mean in the case of Executive's death, his date of death,
or in all other cases, the date specified in the Notice of
Termination; provided, however, that if Executive terminates his
employment for Good Reason, the date specified in the Notice of
Termination shall not be more than 30 days from the date the
Notice of Termination is given to the Company and if the Company
terminates Executive's employment other than for Cause, the date
specified in the Notice of Termination shall be no less than 30
days from the date the Notice of Termination is given to
Executive.

          8.     Compensation Upon Termination.  Upon termination
                 -----------------------------
of Executive's employment during the Employment Term, Executive
shall be entitled to the following benefits:

               (a)     If Executive's employment is terminated by
the Company for Cause or by Executive (other than for Good Reason
or Executive's Disability), the Company shall pay to Executive
all amounts earned or accrued hereunder through the Termination
Date but not paid as of the Termination Date, including (i) Base
Salary, (ii) reimbursement (in accordance with the terms of this
Agreement) for any and all monies advanced or expenses incurred
in connection with Executive's employment for reasonable and
necessary expenses incurred by Executive on behalf of the Company
for the period ending on the Termination Date, (iii) accrued but
unpaid vacation pay, (iv) any earned or awarded and vested, but
unpaid bonus for any fiscal year of the Company ending prior to
the year in which such termination occurs and (v) any previous
compensation which Executive has previously deferred (including
any interest earned or credited thereon) (collectively, "Accrued
Compensation").  Executive's entitlement to any other benefits
shall be determined in accordance with the Company's employee
benefit plans and other applicable programs and practices then in
effect, including but not limited to the plan described in
Section 3(d) hereof, and all unexercisable stock options and
unvested restricted stock shall be forfeited.

               (b)     Subject to the last sentence of Section
8(c), if Executive's employment is terminated by the Company for
any reason other than for Cause, death or Disability, or by
Executive for Good Reason, the Company shall pay to Executive all
Accrued Compensation plus (ii) 300% of Executive's Base Salary
and the amount of the bonus which would have been payable to
Executive pursuant to Section 3(b) hereof in respect of the year
of the Employment Term in which the Termination Date occurs and
calculated as if Executive were employed by the Company as of the
end of such year (but, to the extent the bonus is contingent on
the achievement of performance targets, based on whether such
targets were actually achieved as of the Termination Date)
multiplied by a fraction, the numerator of which shall be the
number of days in such year which have elapsed prior to the
Termination Date and the denominator of which shall be the number
of days in such year.  In addition, Executive shall be entitled
to coverage for 24 calendar months following the month on which
the Termination Date occurs under the life insurance, medical,
dental and hospitalization benefits which Executive would have
been entitled to receive if he had continued his employment with
the Company for such period, on the terms and conditions
applicable to other executive officers of the Company as in
effect from time to time during such period.  Executive's
entitlement to any other benefits shall be determined in
accordance with the Company's employee benefit plans and other
programs and practices then in effect, including but not limited
to the plan described in Section 3(d) hereof.  All outstanding
stock options and restricted stock granted or issued pursuant to
this Agreement shall become exercisable, vested and
nonforfeitable.

               (c)     If Executive's employment by the Company
is terminated by the Company following a Change in Control other
than for Cause, death or Disability, or by Executive for Good
Reason, then Executive shall be entitled to the amounts described
in paragraph (b) above and except that in applying clause (ii)
thereof, it shall be assumed that the bonus to which the
Executive shall be entitled shall be equal to 50% of Base Salary
irrespective of the Company's performance or the date on which
the termination occurs.

               (d)  The first sentence of Section 8(b)
notwithstanding, if Executive's employment by the Company is
terminated by the Company following a Change in Control wherein
the Beneficial Owner is D.P. Kelly & Associates or a company in
which D.P. Kelly has a substantial interest, the Company shall
pay Executive all Accrued Compensation plus 200% of Executive's
Base Salary.  All other commitments set forth in Section 8(b) and
Section 8(c) shall remain controlling and binding.

               (e)     If Executive's employment by the Company
is terminated by reason of Executive's death, Executive's estate
or designated beneficiaries shall receive:

        (i)     all of Executive's Accrued Compensation; and 

        (ii)     and any death benefits provided under the
        employee benefits plans specified in Section 4 hereof;
        and

               (f)     If Executive's employment by the Company
is terminated by the Company or Executive by reason of
Executive's Disability, Executive shall be entitled to receive or
continue to receive:

         (i)     his Base Salary for the first six months of such
         Disability (including any period of such Disability
         prior to termination of Executive's employment), and

         (ii)     $7,500 per month thereafter until the first to
         occur of his 65th birthday and his death.  Any amounts
         payable pursuant to clause (ii) of the preceding
         sentence shall be offset by any amounts payable to
         Executive pursuant to any plan or program described in
         paragraph 4 hereof.

               (g)     The amounts (other than any life insurance
and medical, dental and hospitalization coverage) provided for in
this Section 8 shall be paid within five (5) business days after
Executive's Termination Date.  The continuation of any life
insurance, medical, dental or hospitalization benefits pursuant
to Section 8(b) or 8(c) shall be in satisfaction of the Company's
obligations under Section 4980B of the Internal Revenue Code of
1986, or any similar state law requiring continuation of such
insurance or benefits, with respect to the period of time during
which such insurance or benefits are continued hereunder.

               (h)     The Company shall use its best efforts to
ensure that shares of the Company's common stock obtained by
Executive from the Company by reason of the exercise of stock
options shall be covered by an effective registration statement
on Form S-8 (or similar or successor form) with the intention
that Executive may sell such shares in compliance with the
Securities Act of 1933 (whether or not he is employed by the
Company at the time of the sale).

          9.     Nondisclosure of Confidential Information; Non-
                 ----------------------------------------------
Competition.  (a) Executive shall not, without the prior written
-----------
consent of the Company, divulge, disclose or make accessible to
any other person, firm, partnership, corporation or other entity
any Confidential Information pertaining to the business of the
Company, except (i) while employed by the Company, in the
business of and for the benefit of the Company, or (ii) when
required to do so by a court of competent jurisdiction, by any
governmental agency having supervisory authority over the
business of the Company, or by any administrative body or
legislative body (including a committee thereof) with purported
or apparent jurisdiction to order Executive to divulge, disclose
or make accessible such information.  When Executive shall cease
to be employed by the Company, the Executive shall surrender to
the Company all Confidential Information obtained by him or
entrusted to him during the course of his employment hereunder
(together with all copies thereof) which pertain specifically to
any of the businesses covered by the covenants in this paragraph
or which were paid for by the Company or any of its subsidiary;
provided, however, that the Executive may retain copies of such
--------  -------
documents as necessary for the Executive's personal records for
federal income tax purposes.  For purposes of this Section 9(a),
"Confidential Information" shall mean non-public information
concerning the financial data of the Company or any subsidiary,
strategic business plans, product development, bidding
information (or other proprietary product data), customer lists,
marketing plans and other proprietary and confidential
information of the Company or any of its subsidiaries, in each
case which is not otherwise available to the public.

                         (b)     During the Employment Term and
for a period of two years thereafter, except with the prior
written consent of the Board, the Executive:

                    (1)     shall not engage in any activities
whether as employer, proprietor, partner, stockholder (other than
the holder of less than 5% of the stock of a corporation the
securities of which are traded on a national securities exchange
or in the over-the-counter market), director, officer, employee
or otherwise, in competition with (1) the businesses conducted at
the date hereof by the Company or any of its subsidiaries or
affiliates over which he shall have exercised, directly or
indirectly, any supervisory, management, fiscal or operating
control during the Employment Term (the "Managed Companies"), or
(2) any business in which the Managed Companies are substantially
engaged at any time during the Employment Period; 

                    (2)     shall not solicit, in competition
with the Company, any person who is a customer of the businesses
conducted by the Managed Companies at the date hereof or of any
business in which the Managed Companies are substantially engaged
at any time during the Employment Period; and

                    (3)     shall not induce or attempt to
persuade any employee of the Managed Companies to terminate his
employment relationship in order to enter into competitive
employment.

               (b)     For purposes of Section 9(b) hereof, a
business shall be deemed to be in competition with the Company if
it is significantly involved in the sale of any product or the
rendering of any service significantly sold or rendered by the
Company or its subsidiaries.  Nothing in this Section 9 shall be
construed so as to preclude Executive from investing in any
publicly held company, provided Executive's beneficial ownership
of any class of such company's securities does not exceed 5% of
the outstanding securities of such class.

               (c)     The following provisions shall apply to
the covenants of the Executive contained in Sections 9.01 and
9.02

                    (1)     the covenants contained in paragraphs
(A) and (B) of Section 9.01 shall apply within all territories in
which any of the Managed Companies are actively engaged in the
conduct of business during the Employment Term, including,
without limitation, the territories in which customers are then
being solicited;

                    (2)     without limiting the right of the
Company to pursue all other legal and equitable remedies
available for violation by the Executive of the covenants
contained in Sections 9(a) and 9(b), it is expressly agreed by
the Executive and the Company that such other remedies cannot
fully compensate the Company for any such violation and that the
Company shall be entitled to injunctive relief to prevent any
such violation or any continuing violation thereof;

                    (3)     each party intends and agrees that if
in any action before any court or agency legally empowered to
enforce the covenants contained in Sections 9(a) and 9(b) any
term, restriction, covenant or promise contained therein is found
to be unreasonable and accordingly unenforceable, then such term,
restriction, covenant or promise shall be deemed modified to the
extent necessary to make it enforceable by such court or agency;
and

                    (4)     the covenants contained in Sections
9(a) and 9(b) shall survive the conclusion of Executive's
Employment by the Company.

          10.     Conditional Adjustments in Compensation.  (a)
                  ---------------------------------------
Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment or distribution
by the Company or its affiliated companies to or for the benefit
of Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or
otherwise ("Total Compensation")), would be subject to the excise
tax imposed by Section 4999 of the Code (the "Excise Tax") and if
it is determined that the amount of Total Compensation remaining
after payment of the Excise Tax is less than the maximum amount
of Total Compensation that could be paid without becoming subject
to such Excise Tax, the Total Compensation shall be reduced to
such maximum amount.

          (b)  All determinations required to be made under this
Section 10, and the assumptions to be utilized in arriving at
such determination, shall be made by the Company's public
accounting firm (the "Accounting Firm") which shall provide
detailed supporting calculations both to the Company and
Executive within 15 business days of a request therefor by either
Executive or the Company.  In the event that the Accounting Firm
is serving as accountant or auditor for the individual, entity or
group effecting a Change in Control, Executive shall appoint
another nationally recognized public accounting firm to make the
determinations required hereunder (which accounting firm shall
then be referred to as the Accounting Firm hereunder).  All fees
and expenses of the Accounting Firm shall be borne solely by the
Company.  If the Accounting Firm determines that no Excise Tax is
payable by Executive, it shall furnish Executive with a written
opinion that failure to report the Excise tax on Executive's
applicable federal income tax return would not result in the
imposition of a negligence or similar penalty.  Any determination
by the Accounting Firm shall be binding upon the Company and
Executive.

          11.     Withholding.  Anything to the contrary herein
                  -----------
notwithstanding, all payments required to be made by the Company
hereunder to Executive, or his estate or beneficiaries, shall be
subject to the withholding of such amounts as the Company may
reasonably determine it should withhold pursuant to any
applicable tax law or regulation.

          12.     Beneficiaries; References.  Executive shall be
                  -------------------------
entitled but shall not be required to select (and change, to the
extent permitted under any applicable law) a beneficiary of
beneficiaries to receive any compensation or benefit payable
hereunder following Executive's death, and may change such
election, in either case by giving the Company written notice
thereof.  In the event of Executive's death or a judicial
determination of his incompetence, reference in this Agreement to
Executive shall be deemed, where appropriate, to refer to his
beneficiary, estate or other legal representative.

          13.     Successors and Assigns.
                  ----------------------
               (a)     This Agreement shall be binding upon and
shall inure to the benefit of the Company, its successors and
assigns, and the Company shall require any successor or assign to
expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required
to perform if no such succession or assignment had taken place. 
The term "the Company" as used herein shall include such
successors and assigns.  The term "successors and assigns" as
used herein shall mean a corporation or other entity acquiring
all or substantially all of the assets and business of the
Company (including this Agreement) whether by operation of law or
otherwise.

               (b)     Neither this Agreement nor any right or
interest hereunder shall be assignable or transferable by
Executive, his beneficiaries or legal representatives, except by
will or by the laws of descent and distribution.  This Agreement
shall inure to the benefit of and be enforceable by Executive's
legal personal representative.

          14.     Notice.  For the purposes of this Agreement,
                  ------
notices and all other communications provided for in this
Agreement (including the Notice of Termination) shall be in
writing and shall be deemed to have been duly given when
personally delivered or sent by certified mail return receipt
requested, postage prepaid, addressed to the respective address
last given by each party to the other, provided that all notices
to the Company shall be directed to the attention of the Board
with a copy to the Secretary of the Company.  All notices and
communications shall be deemed to have been received on the date
of delivery thereof or on the third business day after the
mailing thereof, except that notice of change of address shall be
effective only upon receipt.

          15.     Non-Exclusivity of Rights.  Nothing in this
                  -------------------------
Agreement shall limit or reduce such rights as Executive may have
under any other agreements with the Company or any of its
subsidiaries concerning any subject matter other than that which
is addressed herein; provided, however, that the payments and
benefits provided under Section 8 shall be in lieu of any other
termination benefits (including severance, notice and pay and
salary continuation) to which Executive may otherwise be
entitled, and executive hereby waives any and all rights to such
other termination benefits; provided further, however, that
nothing contained in this Agreement shall be construed to affect
or diminish Executive's direct or indirect rights under the
Amended and Restated Management Services Agreement dated December
31, 1993 between the Company and D.P. Kelly & Associates, L.P. 
Amounts which are vested benefits or which Executive is otherwise
entitled to receive under any plan or program of the Company or
any of its subsidiaries shall be payable in accordance with such
plan or program, except as explicitly modified by this Agreement.

          16.     Miscellaneous.  No provision of this Agreement
                  -------------
may be modified, waived or discharged unless such waiver,
modification, or discharge is agreed to in writing and signed by
Executive and the Company.  No waiver by either party hereto at
any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.  No agreement or representations,
oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are
not expressly set forth in this Agreement.

          17.     Governing Law.  This Agreement shall be 
                  -------------
governed by, and construed and enforced in accordance with, the
laws of the State of Illinois, without giving effect to the
conflict of law principles thereof.

          18.     Severability.  The provisions of this Agreement
                  ------------
shall be deemed severable and the invalidity or unenforceability
of any provision shall not affect the validity or enforceability
of the other provisions hereof.

          19.     Entire Agreement.  This Agreement constitutes
                  ----------------
the entire agreement between the parties hereto and supersedes
all prior agreements, if any, understandings and arrangements,
oral or written, between the parties hereto with respect to the
subject matter hereof.

<PAGE>
          IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized officer and
Executive has executed this Agreement as of the day and year
first above written.

                              ENVIRODYNE INDUSTRIES, INC.



                              By:________________________________
                                 Title:




                              ___________________________________
                              F. Edward Gustafson