EX 10.23
 
                            FLUOR DANIEL GTI, INC.

                      Non-Qualified Stock Option Agreement
                              Under 1997 Stock Plan


         Fluor Daniel GTI, Inc., a Delaware corporation (the "Company"),  hereby
grants  this  ____  day of  __________,  1997  to  _______________________  (the
"Optionee"),  an option to purchase a maximum of _________  shares of its Common
Stock,  $.001 par value,  at the price of $______  per share,  on the  following
terms and conditions:

         1. Grant Under 1997 Stock Plan. This option is granted  pursuant to and
is  governed  by the  Company's  1997 Stock Plan (the  "Plan")  and,  unless the
context otherwise requires,  terms used herein shall have the same meaning as in
the Plan.  Determinations  made in connection  with this option  pursuant to the
Plan shall be governed by the Plan as it exists on this date.

         2.  Grant as  Non-Qualified  Option;  Other  Options.  This  option  is
intended to be a non- qualified  option (rather than an incentive stock option),
and the Company intends to take  appropriate  action,  if necessary,  to achieve
this  result.  This  option is in  addition to any other  option  heretofore  or
hereafter granted to the Optionee by the Company.

         3. Extent of Option if Business Relationship Continues. If the Optionee
has continued to serve the Company or any Related Corporation in the capacity of
an  employee,   officer  or  director  (such  service  is  described  herein  as
maintaining or being involved in a "Business  Relationship" with the Company) on
the  following  dates,  the Optionee  may,  subject to Article 2,  exercise this
option for the number of shares set opposite the applicable date.

Date Option Becomes            Number of Shares                    Expiration 
Exercisable                    Available for Exercise              Date
-------------------            ----------------------              ----------







         The foregoing  rights are cumulative and, while the Optionee  continues
to maintain a Business Relationship with the Company, may be exercised up to and
including the scheduled expiration date. All of the foregoing rights are subject
to  Articles  4 and 5, as  appropriate,  if the  Optionee  ceases to  maintain a
Business  Relationship  with the  Company,  or dies or  becomes  disabled  while
involved in a Business Relationship with the Company.

         4.  Termination  of Business  Relationship.  If the Optionee  ceases to
maintain a Business Relationship with the Company, other than by reason of death
or  disability as defined in Article



                                      




5, no further  installments  of this option  shall become  exercisable  and this
option shall terminate on the date the Optionee's Business  Relationship ceases,
but in no event later than the scheduled expiration date.

         5. Death; Disability;  Dissolution. If the Optionee dies while involved
in a Business  Relationship with the Company,  this option may be exercised,  to
the extent of the number of shares with respect to which the Optionee could have
exercised it on the date of his death, by his estate, personal representative or
beneficiary to whom this option has been assigned  pursuant to Article 9, at any
time within 180 days after the date of death,  but not later than the  scheduled
expiration  date. If the Optionee's  Business  Relationship  with the Company is
terminated by reason of his disability (as defined in the Plan), this option may
be  exercised,  to the extent of the number of shares with  respect to which the
Optionee  could have  exercised  it on the date the  Business  Relationship  was
terminated, at any time within 180 days after the date of such termination,  but
not later than the scheduled  expiration date. At the expiration of such 180 day
period or the scheduled expiration date,  whichever is the earlier,  this option
shall  terminate  and the only rights  hereunder  shall be those as to which the
option was properly exercised before such termination.

         6.  Partial  Exercise.  Exercise of this option up to the extent  above
stated  may be made in part at any time and from time to time  within  the above
limits,  except that this option may not be exercised  for a fraction of a share
unless such exercise is with respect to the final  installment  of stock subject
to this option and a fractional  share (or cash in lieu  thereof) must be issued
to permit the  Optionee  to  exercise  completely  such final  installment.  Any
fractional  share with respect to which an  installment of this option cannot be
exercised  because of the limitation  contained in the preceding  sentence shall
remain  subject to this option and shall be available for later  purchase by the
Optionee in accordance with the terms hereof.

         7.  Payment  of Price.  The option  price is  payable in United  States
dollars  and may be paid:  (a) in cash or by check,  or any  combination  of the
foregoing,  equal in amount to the option price; or (b) at the discretion of the
Committee,  in cash, by check or by delivery of shares of the  Company's  Common
Stock having a fair market value (as  determined by the  Committee)  equal as of
the date of exercise to the option price, or by any combination of the foregoing
equal in amount to the option price.

         8. Method of Exercising Option.  Subject to the terms and conditions of
this  Agreement,  this option may be exercised by written notice to the Company,
at its  principal  executive  office.  Such notice  shall state the  election to
exercise  this option and the number of shares with respect to which it is being
exercised  and shall be  signed by the  person or  persons  so  exercising  this
option.  Such notice shall be  accompanied by payment of the full purchase price
of such shares,  and the Company  shall deliver a  certificate  or  certificates
representing  such  shares  as soon as  practicable  after the  notice  shall be
received. The certificate or certificates for the shares as to which this option
shall have been so exercised  shall be  registered  in the name of the person or
persons so exercising  this option (or, if this option shall be exercised by the
Optionee  and if the  Optionee  shall so request in the notice  exercising  this
option,  shall be  registered  in the name of the  Optionee  and another  person
jointly, with right of survivorship) and shall be delivered as provided above to
or upon the written order of the person or persons  exercising  this option.  In




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the event this option shall be exercised,  pursuant to Article 5 hereof,  by any
person or persons other than the Optionee,  such notice shall be  accompanied by
appropriate  proof of the  right of such  person or  persons  to  exercise  this
option.  Before  certificates for the shares purchased,  pursuant to this option
are  delivered,  the  Optionee  shall  pay the  purchase  price  for the  shares
purchased and provide for the withholding or reimbursement for taxes pursuant to
Article 14. All shares that shall be purchased  upon the exercise of this option
as provided herein shall be fully paid and non-assessable.

         9.  Option  Not  Transferable.  This  option  is  not  transferable  or
assignable except by will or by the laws of descent and distribution. During the
Optionee's lifetime only the Optionee can exercise this option.

         10. No Obligation to Exercise Option.  The grant and acceptance of this
option imposes no obligation on the Optionee to exercise it.

         11. No Obligation to Continue  Business  Relationship.  The Company and
any Related Corporation are not by the Plan or this option obligated to continue
to maintain a Business Relationship with the Optionee.

         12. No Rights as Stockholder until Exercise. The Optionee shall have no
rights as a stockholder with respect to shares subject to this Agreement until a
stock  certificate  therefor  has been issued to the  Optionee and is fully paid
for. Except as is expressly provided in the Plan with respect to certain changes
in the capitalization of the Company,  no adjustment shall be made for dividends
or  similar  rights  for which the  record  date is prior to the date such stock
certificate is issued.

         13. Capital Changes and Business Successions. It is the purpose of this
option to encourage  the Optionee to work for the best  interests of the Company
and its stockholders.  Since, for example,  that might require the issuance of a
stock dividend or a merger with another corporation,  the purpose of this option
would not be served if such a stock dividend, merger or similar occurrence would
cause the  Optionee's  rights  hereunder to be diluted or terminated and thus be
contrary to the  Optionee's  interest.  The Plan contains  extensive  provisions
designed  to  preserve  options  at full  value  in a number  of  contingencies.
Therefore,  provisions in the Plan for adjustment  with respect to stock subject
to options and the related provisions with respect to successors to the business
of the Company are hereby made applicable  hereunder and are incorporated herein
by reference. In particular,  without affecting the generality of the foregoing,
it is understood  that for the purposes of Articles 3 and 5 hereof,  maintaining
or  being  involved  in  a  Business  Relationship  with  the  Company  includes
maintaining  or  being  involved  in a  Business  Relationship  with  a  Related
Corporation as defined in the Plan.

         14.  Withholding Taxes. The Optionee hereby agrees that the Company may
withhold from the Optionee's wages or other  remuneration the appropriate amount
of federal,  state and local taxes  attributable  to Optionee's  exercise of any
installment of this option. At the Company's discretion,  the amount required to
be withheld may be withheld in cash from such wages or other remuneration, or in
kind from the Common Stock otherwise deliverable to Optionee on exercise of this
option.  The Optionee  further  agrees that, if the Company does not withhold an
amount




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from the  Optionee's  wages or other  remuneration  sufficient  to  satisfy  the
Company's  withholding  obligation,  the Optionee will  reimburse the Company on
demand,  in  cash,  for  the  amount  under-withheld.  Certificates  for  shares
purchased  pursuant  to this option will not be  delivered  unless the  Optionee
provides for federal, state and local taxes as set forth in this Article.

         15.  Governing Law. This Agreement shall be governed by and interpreted
in accordance with the internal laws of the State of Delaware.

         IN WITNESS  WHEREOF  the  Company  and the  Optionee  have  caused this
Agreement  to be  executed,  and the  Optionee  whose  signature  appears  below
acknowledges  receipt  of a copy of the  Plan and  acceptance  of a copy of this
Agreement.

FLUOR DANIEL GTI, INC.




By:
   -----------------------                   --------------------------
                                             Optionee




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