EMPLOYMENT AGREEMENT


THIS AGREEMENT dated April 1, 1995 is by and between MTX International,  Inc., a
Colorado Corporation ("Corporation") and Gerald J. Novreske, (Employee").

The Corporation  desires to employ Employee and Employee  desires to be employed
by the Corporation.

The parties hereby enter into this Agreement to set forth their mutual  promises
and understandings.

                                    ARTICLE I
                     EMPLOYMENT DUTIES AND RESPONSIBILITIES

Section  1.1  Employment.  The  Corporation  hereby  employees  the  Employee as
Chairman and Chief Executive  Officer of the  Corporation.  The Employee accepts
such employment and agrees to abide by the Articles of  Incorporation,  By-Laws,
and the decisions of the Board of Directors of the Corporation.

Section  1.2  Director  of the  Corporation.  The  Employee  shall if elected or
appointed,  serve as a Director of the  Corporation.  Nothing in this  Agreement
shall be construed as requiring the  Corporation,  its Shareholders or agents to
cause the election or appointment of the Employee as a Director.

Section 1.3 Duties and  Responsibilities.  The Employee is employed  pursuant to
the terms of this Agreement and agrees to devote  substantially  all of his time
and energies to his employment under this Agreement.  The Employee shall perform
such duties as may be  determined  and assigned to him by the Board of Directors
of the Corporation.

Section 1.4 Working Facilities.  The Employee shall be furnished with facilities
and services  suitable to the position and adequate for the  performance  of the
duties of the Employee under this agreement.

Section 1.5 Vacations.  The Employee shall be entitled each year to a reasonable
vacation,  during which time the Employee's  compensation shall be paid in full.
Each vacation  shall be taken by the employee  over a period or periods  meeting
with the approval of the Board of Directors.

Section 1.6 Automobile.  The Employee shall be furnished with an automobile, the
cost of which shall be borne 80% by the Corporation. The total purchase price of
such automobile shall be as approved by the Board of Directors.

Section 1.7 Life Insurance. The Corporation shall pay the premiums on a $100,000
policy of term non convertible life insurance  covering the Employee's life. The
Employee shall have the sole right to designate the  beneficiary of such policy.
The Corporation, at its election, may secure "Key Man" insurance for its benefit
on the Employee's  life and the Employee shall cooperate with the Corporation in
acquiring such insurance.

Section  1.8  Benefit  Plans.   The  Employee  may  participate  in  any  plans,
arrangements,  or  distributions,   in  accordance  with  their  terms,  by  the
Corporation  pertaining  to  or  in  connection  with  any  retirement,  health,
disability, bonus, pension. profit sharing, or similar plans.

Section 1.9 Expenses.  The Employee is authorized to incur  reasonable  expenses
for  promoting  the  business  of  the  Corporation,   including   expenses  for
entertainment,  travel,  and similar items.  The Corporation  will reimburse the
Employee for all such expenses upon the presentation by the Employee,  from time
to time, of an itemized account of such expenditures. Such expenditures,  shall,
however, be subject at all times to the approval of the Board of Directors.

Section 1.10 Indemnification  Against Liabilities.  The Employee (and his heirs,
executors and  administrators)  shall be indemnified by the Corporation  against
expenses  reasonably  incurred  by or  imposed  upon him in  connection  with or
arising out of any action,  suit or proceeding in which he may be involved or to
which he may be a party by  reason of his being or  having  been a  Director  or
Officer of the Corporation, except in respect of matters as to which he shall be

<PAGE>

finally adjudged in such action,  suit or proceeding to be liable for negligence
or  misconduct;  or in the event of a  settlement  of any such  action,  suit or
proceeding,  indemnification  shall be  provided  only in  connection  with such
matters  covered by the  settlement  as to which the  Corporation  is advised by
counsel that the Employee did not commit a breach of duty.  The foregoing  right
of indemnification  shall not be exclusive of other rights to which the Employee
may be entitled under any applicable state statute.

                                   ARTICLE II
                                  COMPENSATION

Section 2.1 Basic  Salary.  The  Corporation  shall pay to the  Employee a basic
salary of $96,000 for the first year of this  Agreement,  $96,000 for the second
year of this  Agreement and $96,000 for the third year of this  Agreement.  Such
salary shall be paid over the course of each year pursuant to the  Corporation's
usual pay periods.

Section  2.2  Director's  Compensation.  The  Employee  may  receive  additional
compensation,  if  elected or  appointed  a Director  of the  Corporation,  upon
approval  of such  additional  compensation  by the  Board of  Directors  of the
Corporation.

Section 2.3 Bonus. In addition to the basic salary,  the Employee will receive a
bonus.  The  bonus  will be  based on  performance  and  will be  determined  by
multiplying 6% times the net profit of the  Corporation  before taxes.  Payments
will be made at the rate of 80% of the bonus paid  quarterly  and the balance in
full after completion of the certified audit at September 30.

A net loss at any quarter end voids a bonus calculation for that quarter.  A net
loss requires a return of any previous bonus equal to 6% of the net loss, not to
exceed any previously paid bonus within the same fiscal year.

                                   ARTICLE III
                       TERM OF EMPLOYMENT AND TERMINATION

Section 3.1 Term. This Agreement shall be for a period of three years commencing
on its effective date,  subject , however to termination  during such period, as
provided in this article. This Agreement shall end at the end of such period.

Section  3.2  Termination  By  The  Corporation  Without  Cause.  The  Board  of
Directors,  without cause, may terminate the Employee's  employment,  under this
Agreement  at any time upon 30 days  written  notice to the  Employee,  but such
termination  shall not affect the provisions of Article V of this Agreement.  In
such event, the Employee, if requested by the Board of Directors, shall continue
to  render  the  services  required  under  this  Agreement  up to the  date  of
employment  termination,  and shall be paid, in such increments as agreed by the
Employee  and the  Board of  Directors,  the  full  amount  of the  compensation
provided for in Section 2.1 of this  Agreement  which remains unpaid at the date
of termination.  However,  in no event shall the amount of compensation  payable
under this section be less than 50% of the total value of the  agreement for all
three years.

Section 3.3  Termination By The Employee  Without Cause.  The Employee,  without
cause,  may  terminate  this  Agreement  upon  30  days  written  notice  to the
Corporation.  In such event,  the  Employee  shall  continue to render  services
required  under this Agreement and shall be paid the  compensation  set forth in
Section 2.1 of this  Agreement  up to the date of  termination  and no severance
allowance shall be paid to the employee.

Section 3.4  Termination  With Cause.  The Board of Directors  may terminate the
Employee at any time without notice by reason of misconduct by the Employee. The
term  misconduct  shall mean either the  conviction of a felony or the continued
violation  of direct  orders of the Board of  Directors  by the Employee 30 days
after the  Employee  has received  written  notice that he has  violated  direct
orders.  In such event, the employee shall be paid the compensation  owed him by
the Corporation up to the date of termination.

<PAGE>

Section  3.5  Termination  Upon  Death of  Employee.  In  addition  to any other
provisions  relating the termination,  this Agreement is terminated in the event
of the Employee's death.

                                   ARTICLE IV
                             DISABILITY AND ILLNESS

Section 4.1  Disability And Salary Continuation.

A. Definition Of Disability.  For purposes of this Agreement, the terms "totally
disabled",  "disabled"  and  "disability"  shall mean  continuous  disability as
defined in, and for the period  necessary to qualify for, the benefits under any
disability income insurance  policies paid for by the Corporation on the life of
the Employee.

If no disability  insurance is in effect on the life of the Employee,  the terms
"totally   disabled",   "disabled",   and  "disability"  shall  mean  continuous
disability  which prevents the Employee from performing his normal duties in the
Corporation pursuant to this Agreement as shall be determined by two physicians,
one designated by the Corporation and the other  designated by the Employee.  If
these two  physicians  can not agree on whether the employee is disabled  within
the  meaning of this  Section,  they  shall  appoint a third  physician  and the
opinion of the majority shall be final, binding and conclusive.  The cost of all
examining  physicians  shall  be at  cost  to  the  Corporation  and  not to the
Employee.

B. Salary Continuation. If the Employee becomes totally disabled during the term
of this  Agreement,  60% of his salary shall  continue for the remaining term of
this Agreement or for the period of time for which he remains totally  disabled,
whichever is shorter.

If the Corporation pays premiums on a disability  income insurance policy on the
life of the  Employee,  then any  proceeds  paid to the  Employee  by  reason of
disability under such disability insurance policy shall be offset against salary
continuation payments due from the Corporation.

Section  4.2  Illness.  In  addition,  if the  Employee is unable to perform the
services  required under this Agreement by reason of illness or physical  injury
not  amounting  to  disability  as defined  in this  Article,  the  compensation
otherwise  payable to the Employee  under this  Agreement  shall be continued in
full.


                                    ARTICLE V
                            DISCLOSURE OF INFORMATION

Section 5.1 Employee Shall Not Disclose Information. The Employee recognizes and
acknowledges the  confidentiality of any trade secret information  regarding the
Corporation  to  which  he has  access,  including,  but  not  limited  to,  the
Corporations  computer software  knowledge which the Employee gains access to or
knowledge  of  while  in the  Corporations  employment,  any  computer  software
designs,  the Contractors  Management  System,  the MTX Accounting for Microsoft
Office, or other  microcomputer  systems,  processes,  user manuals and training
manuals, patents, pending patents,  trademarks and other proprietary information
or any  adaptation  or  modifications  thereto  which the  Employee  develops or
creates  while  in  the  Corporation's  employ  or  subsequently,  even  if  the
Corporation  has declined to make use of such  adaptation or  modification.  The
Employee also  recognizes and  acknowledges  that the list of the  Corporation's
customers, as it may exist from time to time, is a valuable, special, and unique
asset of the  Corporation.  The Employee will not disclose any such trade secret
information  or the list of the  Corporation's  customers or any part thereof or
any information to any person, firm, corporation,  association,  or other entity
for any reason of  purpose  whatsoever.  This  Section  5.1 shall  operate to so
restrict  the  Employee  regardless  of the  nature  of the  termination  of his
employment with the Corporation.

<PAGE>

Section  5.2  Breach Of This  Article.  In the  event of a breach or  threatened
breach by the Employee of the  provisions  of this  paragraph,  the  Corporation
shall be entitled to an injunction restraining the Employee from disclosing,  in
whole  or in  part,  any  such  trade  secret  information  or the  list  of the
Corporation's  customers,  or  rendering  any  services  to  any  person,  firm,
corporation,  association, or other entity to whom such trade secret information
or list , in  whole  or in  part,  has been  disclosed  or is  threatened  to be
disclosed. Nothing herein shall be construed as prohibiting the Corporation from
pursuing  any other  remedies  available to the  Corporation  for such breach or
threatened breach, including recovery of damages.

                                   ARTICLE VI
                                   ARBITRATION

Section 6.1 Agreement To Arbitration  Disputes.  The parties agree to submit all
claims,  disputes,  and other  controversies  between  them  arising out of this
Agreement  or  the  employment   arrangement   contemplated  to  arbitration  in
accordance with the provisions below and the Colorado Uniform Arbitration Act of
1975 or any  amendments  thereto  applicable  upon  the  date of  initiation  of
arbitration proceedings.

Section 6.2 Initiation Of  Arbitration.  Arbitration  pursuant to this Agreement
may be  initiated by either party upon written  demand  mailed  certified  mail,
return  receipt  requested,  to the other party.  Such demand shall  briefly set
forth the nature of the claim,  dispute or controversy and the relief requested.
The party upon whom a demand for arbitration has been made may, in writing,  and
within  twenty  (20)  days  following  receipt  of the  demand,  set  forth  any
counterdemand  he or it may have  against the other  party.  Such  counterdemand
shall likewise briefly set forth the nature of the claim, dispute or controversy
and the relief  requested.  Neither  party  shall be  required to make a written
answer to any demand or counterdemand.

Section 6.3 Appointment Of Arbitrator(s).  Within thirty (30) days following the
date upon  which the  arbitration  demand  was  mailed to the other  party,  the
Corporation  and the Employee shall jointly  appoint an arbitrator  agreeable to
both of them.

If the  Corporation  and the Employee  cannot agree upon an arbitrator  mutually
acceptable  to them,  each  party  shall  designate  an  arbitrator  and the two
arbitrators so selected  shall,  within thirty (30) days following the date upon
which the last of the arbitrators is selected, designate a third arbitrator. All
three   arbitrators  shall  be  present  at  all  hearings  and  participate  in
deliberations, but the decision of the arbitrators will be final and binding.

Section 6.4 Place Of  Hearings.  Arbitration  hearings  shall be  conducted at a
place mutually agreeable to the parties and the arbitrators at Denver,  Colorado
unless the parties and the  arbitrators  otherwise  mutually  select a different
place for the hearings or any portion of the hearings.

Section 6.5 Attendance At Hearings.  Arbitration  hearings shall be scheduled by
the arbitrator(s) at the earliest date mutually  convenient to the arbitrator(s)
and the  parties.  Notice of such  hearing  dates  shall be given in  writing by
certified mail, return receipt requested,  to each party.  Arbitration  hearings
may  proceed in the absence of any party if notice of the  proceedings  has been
given to such party.

Section 6.6 Awards.  The arbitrator(s)  shall make his or their award in writing
within thirty (30) days after completion of the arbitration hearings.  Copies of
the award shall be mailed to each of the parties and their attorneys, if any, by
certified mail, return receipt requested.

The award  entered  by the  arbitrator(s)  shall be final and  binding  upon the
parties  to the  extent  and in the  manner  provided  by the  Colorado  Uniform
Arbitration Act of 1975, as amended.

<PAGE>

Section 6.7 Venue For Court Proceedings. Any court proceedings relative to these
arbitration provisions shall be initiated and conducted in the District Court in
and for the City and County of Denver and the State of Colorado.

Section  6.8 Effect Of Pendency Of  Arbitration  Proceedings.  No party shall be
considered  in default  with respect to any  obligation  under the terms of this
Agreement which is subject matter of any pending arbitration proceedings but the
pendency  of  such  proceedings  shall  not  otherwise  affect  the  rights  and
obligations of the parties to this Agreement.

Section 6.9  Exception.  This Article shall not apply with respect to any action
which the Corporation may wish to take pursuant to Article V of this Agreement.

                                   ARTICLE VII
                                 GENERAL MATTERS

Section 7.1 Colorado  Law. This  Agreement  shall be governed by the laws of the
State of Colorado and shall be construed in accordance therewith.

Section 7.2 No Waiver. No provision of this Agreement may be waived except by an
agreement  in  writing  signed  by the  waiving  party.  A waiver of any term or
provision shall not be construed as a waiver of any other term or provision.

Section 7.3 Amendment.  This Agreement may be amended, altered or revoked at any
time,  in whole or in part, by filing with this  Agreement a written  instrument
setting forth such changes, signed by all of the parties.

Section 7.4 Effect Of Agreement.  The terms of this  Agreement  shall be binding
upon and inure to the  benefit of the  Employee  and the  Corporation  and their
heirs, personal  representatives,  successors and assigns to the extent that any
such benefits survive or may be assigned under the terms of this Agreement.

Section 7.5  Construction.  Throughout this Agreement the singular shall include
the plural,  and plural shall  include the  singular,  and  masculine and neuter
shall include the feminine, wherever the context so requires.

Section 7.6 Text To Control.  The headings of articles and sections are included
solely for the convenience of reference. If any conflict between any heading and
the text of this Agreement exists, the text shall control.

Section 7.7 Severability.  If any provision of this Agreement is declared by any
court of competent  jurisdiction  to be invalid for any reason,  such invalidity
shall not affect the  remaining  provisions.  On the  contrary,  such  remaining
provisions shall be fully  severable,  and this Agreement shall be construed and
enforced  as if  such  invalid  provisions  never  had  been  inserted  in  this
Agreement.

Section  7.8  Buy-Sell  Agreement.  Notwithstanding  anything  to  the  contrary
contained in this Agreement, any Buy-Sell Agreement between the Employee and the
Corporation shall control wherever applicable.

The effective date of this Agreement shall be April 1, 1995.

The parties have executed this Agreement on                  , 199   .
                                            -----------------     ---

                                      MTX International, Inc.

                                      By: /s/ Gerald J. Novreske
                                         ---------------------------------------
                                         Gerald J. Novreske, Chairman and C.E.O.

                                      Attest:

                                      /s/ Dale R. Hunzelman
                                      ------------------------------------------
                                      Dale R. Hunzelman, Secretary/Treasurer

                                      Employee:

                                      /s/ Gerald J. Novreske
                                      ------------------------------------------
                                      Gerald J. Novreske

                                      Approved:

                                      /s/ Jerry R. Brookhart
                                      ------------------------------------------
                                      Jerry R. Brookhart, Director

                                      /s/ Dale R. Hunzelman
                                      ------------------------------------------
                                      Dale R. Hunzelman, Director

                                      /s/ Gerald J. Novreske
                                      ------------------------------------------
                                      Gerald J. Novreske, Director