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                                                                  EXHIBIT 10(18)


                                   LAYNE, INC.
                   CORPORATE STAFF INCENTIVE COMPENSATION PLAN

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SECTION I.    PURPOSE OF THE PLAN.

                  Layne, Inc. (hereinafter referred to as the "Company") desires
to effect a program of making annual awards to those corporate staff employees
of the Company who, in the judgment of the administrative committee of this
program (the "Committee") have made significant contributions to the Company
during the most recent fiscal year. The purpose of this program is to provide
additional incentive for such corporate staff employees to promote the best
interests and most profitable operation of the Company.

                  This program shall be known as the "Layne, Inc. Corporate
Staff Incentive Compensation Plan" (hereinafter referred to as the "Plan"). The
existence of the Plan shall not be in lieu of or otherwise affect or be affected
by any other compensation plan or arrangement of the Company.


SECTION II.   ADMINISTRATION.

                  The Plan shall be administered by the Committee. The Committee
shall consist of at least three disinterested persons appointed by the Board of
Directors of the Company. During the one year period prior to the commencement
of service of a Committee member on the Committee, such member shall not have
participated in, and while serving and for one year after serving on the
Committee, such member shall not be eligible for participation in, the Plan.

                  The Committee shall have full power, in its sole discretion,
to interpret, construe and administer the Plan and adopt rules and regulations
relating to the Plan.

                  Decisions made by the Committee in good faith and in the
exercise of its powers and duties hereunder shall be binding upon all parties
concerned. No member of the Committee shall be liable to anyone for any action
taken or decision made in good faith pursuant to the power or discretion vested
in such person under the Plan.


SECTION III.  PARTICIPATION.

                  Any corporate staff employee of the Company who is approved
for inclusion in the Plan by the Committee shall participate in the Plan and
shall hereinafter be referred to as a "Participant"; provided, however, that no
participant in the Layne, Inc. Executive Incentive Compensation Plan shall be
eligible to participate in this Plan. At such time as the Committee approves an
individual employee for inclusion in the Plan, it shall designate whether such
employee will participate as a member of Group I, Group II or Group III.


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SECTION IV.   SELECTION OF TARGETS.

                  As soon as practicable after the commencement of each fiscal
year the Committee shall establish one or more performance targets, which
collectively shall constitute the "Target" hereunder, upon which the incentive
compensation of each Participant shall be calculated for such fiscal year. If
more than one performance target is selected for the Target, the Committee shall
assign relative calculation weights to each performance target in determining
the Target. Incentive compensation awards hereunder for each Participant are to
be based on that Participant's performance during that fiscal year as compared
to the Target. The Target may vary among Participants at the sole discretion of
the Committee.


SECTION V.    DETERMINATION OF AMOUNT OF AWARD.

                  Subject to the last paragraph of this Section V, the amount of
the incentive compensation award for a fiscal year shall be equal to a
percentage (the "Base Salary Percentage") of a Participant's annual regular
salary (as determined by the Committee) as of the beginning of the fiscal year
for which the Target is established (the "Base Salary"). The Base Salary
Percentage shall be determined as follows:

                                     GROUP I

                  If 100% of the Target is achieved, then the Base Salary
Percentage shall be 25%. If more than 100% of the Target is achieved, then for
each 1% increase above the Target, the Base Salary Percentage shall be increased
by 1.5%; provided, however, that in no event shall the Base Salary Percentage
exceed 50%. If less than 100% of the Target is achieved, then for each 1%
decrease below the Target, the Base Salary Percentage shall be decreased by 1%;
provided, however, that if 80% or less of Target is achieved then the Base
Salary Percentage shall be 0.

                                    GROUP II

                  If 100% of the Target is achieved, then the Base Salary
Percentage shall be 15%. If more than 100% of the Target is achieved, then for
each 1% increase above the Target, the Base Salary Percentage shall be increased
by 1.5%; provided, however, that in no event shall the Base Salary Percentage
exceed 30%. If less than 100% of the Target is achieved, then for each 1%
decrease below the Target, the Base Salary Percentage shall be decreased by 1%;
provided, however, that if 80% or less of Target is achieved then the Base
Salary Percentage shall be 0.

                                    GROUP III

                  If 100% of the Target is achieved, then the Base Salary
Percentage shall be 7.5%. If more than 100% of the Target is achieved, then for
each 1% increase above Target, the Base Salary Percentage shall be increased by
1.5%; provided, however, that in no event




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shall the Base Salary Percentage exceed 15%. If less than 100% of the Target is
achieved, then for each 1% decrease below the Target, the Base Salary Percentage
shall be decreased by 1%; provided, however, that if 80% or less of Target is
achieved then the Base Salary Percentage shall be 0.

                                  ILLUSTRATION

                  The percentage of the Target achieved and the corresponding
Base Salary Percentage are illustrated as follows:


<TABLE>
<CAPTION>

                                                    GROUP I                GROUP II               GROUP III
                    PERCENTAGE OF                BASE SALARY             BASE SALARY             BASE SALARY
                  TARGET ACHIEVED                 PERCENTAGE              PERCENTAGE              PERCENTAGE
                  ---------------                ----------               ----------              ----------
<S>                      <C>                        <C>                     <C>                      <C>
                         130                        36.25                   21.75                    10.875
                         120                        32.5                    19.5                      9.75
                         110                        28.75                   17.25                     8.625
              Target     100                        25                      15                        7.5
                         ---                        -------                 -------                 --------
                          90                        22.5                    13.5                      6.75
                          80 or less                 0                        0                         0

</TABLE>


                  Notwithstanding the foregoing, the amount of the incentive
compensation award for a fiscal year may be increased or decreased in the sole
discretion of the Committee by an amount not greater than one third of the
incentive compensation award which would be determined under the preceding
provisions of this Section V if 100% of the Target were achieved.


SECTION VI.   METHOD OF PAYMENT.

                  The incentive compensation award will be paid in cash, common
stock of the Company, or a combination of both, in the sole discretion of the
Board of Directors.


SECTION VII.  TERMINATION OF EMPLOYMENT OR CHANGE IN AWARD LEVEL

                  In the event a Participant's employment with the Company
terminates (for reasons other than retirement, disability or death) said
termination being instituted by the Participant or by the Company for cause,
prior to the close of a fiscal year, such Participant shall not be entitled to
any incentive compensation award for that fiscal year.

                  In the event a Participant's employment with the Company
terminates, said termination being by the Company without cause or on account of
retirement, disability or death, prior to the close of a fiscal year, such
Participant shall be entitled to the incentive compensation award set forth in
Section V, pro-rated as of the date of termination.


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                  If a Participant becomes eligible to participate under the
Plan as of a date other than the beginning of a fiscal year (by reason of
commencement of employment or otherwise), then such Participant's incentive
compensation award for the fiscal year in which he or she becomes eligible to
participate shall be calculated by prorating the award by the number of days
(based on a 365 day year) for which such Participant was a Participant under the
Plan. If at the beginning of a fiscal year the Participant is in one Group under
the Plan, and during the fiscal year the Participant is assigned to a different
Group, the Participant's incentive compensation award for that fiscal year shall
be calculated by prorating the award by the number of months for which the
Participant was a member of each Group.


SECTION VIII. MISCELLANEOUS.

                  There shall be deducted from each cash payment made under the
Plan the amount of any tax required by any governmental authority to be withheld
by the Company with respect to such payment. A Participant receiving common
stock hereunder shall be required to pay to the Company the amount of any taxes
which the Company is required by any governmental authority to withhold with
respect to such common stock.

                  Nothing in the Plan shall be construed to give any person any
benefit, right or interest except as expressly provided herein, and nothing in
the Plan shall obligate the Company with respect to the duration of employment
of any employee.

                  A Participant's rights and interests under the Plan may not be
assigned or transferred. In the case of a Participant's death, payment of the
Participant's incentive compensation award shall be made to the Participant's
designated beneficiary or beneficiaries, or in the absence of such designation,
by will or the laws of descent and distribution.

                  The Board of Directors of the Company may discontinue the
Plan, in whole or in part, at any time, or may, from time to time, amend the
Plan in any respect that such Board may deem advisable; provided, however, that
no such amendment shall be effective to modify or change any right or obligation
with respect to any award of incentive compensation theretofore made by the
Committee.


SECTION IX.   EFFECTIVE DATE.

                  The Plan, as amended, shall be effective as of February 1,
1995.






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