<PAGE>

                                                                    EXHIBIT 10.9


                        INCENTIVE COMPENSATION AGREEMENT

         This Agreement is entered into between UTILX CORPORATION (the
"Company") and GLEN BERTINI ("Employee") as of October 29, 1999.
                                    RECITALS
1.   Employee has been working on a concept for a new product line for the
     Company currently called "Trynergy/FE."
2.   Trynergy/FE is in the process of being patented, with Employee as inventor
     or co-inventor.
3.   As provided in Employee's Employment Agreement with the Company dated as of
     September 1, 1993 ("Employment Contract"), Employee has assigned all his
     right, title and interest in Trynergy/FE including its related patent
     applications.
4.   The Company believes Trynergy/FE represents a promising growth and earnings
     potential for the Company and wants to provide Employee with an economic
     incentive to complete development and participate in the marketing of
     Trynergy/FE, including related products and services.
         In consideration of the foregoing and other valuable consideration, the
parties agree as follows:
                                    AGREEMENT
1.   INCENTIVE COMPENSATION. In addition to other compensation Employee is
     entitled to under his Employment Contract, Employee will earn an annual
     bonus as incentive compensation for the development and marketing of
     Trynergy/FE ("Incentive Compensation") for the Company fiscal years, and in
     the amounts, indicated in the table below. The amount of the Incentive
     Compensation for any fiscal year is expressed as a percentage of gross
     revenues, as determined in accordance with GAAP, received by the Company
     (either directly or through any of its subsidiaries) from two categories of
     fees: (i) royalty, franchise or other type of licensing fees ("Licensing
     Fees") and (ii) fees other than Licensing Fees ("Non-licensing Fees"). The
     parties intend that gross revenue from fees will include revenues received
     by the Company from any sale or other transfer of products or services
     related to Trynergy/FE, including any disposition of the Company's
     Trynergy/FE business to another party.

<TABLE>
<CAPTION>

                                                        % of Gross Revenue             % of Gross Revenue
                         Company Fiscal Year            from Licensing Fees          from Non-Licensing Fees
                         -------------------            -------------------          -----------------------
<S>                                                             <C>                           <C>
                                2000                            5%                            2.5%

                                2001                            4%                            2.0%

                                2002                            3%                            1.5%

                                2003                            2%                            1.0%

                         2004 and thereafter                    1%                            0.5%

</TABLE>

2.   PAYMENT DATE. For each Company fiscal year, the Company will pay Employee
     all earned Incentive Compensation, less required withholding amounts,
     within 90 days of the end of such fiscal year.
3.   TERM AND TERMINATION OF AGREEMENT. This Agreement is effective as of the
     date of this Agreement and will terminate on the earlier of (i) the
     expiration date for the last Trynergy/FE-related patent that bears
     Employee's name as inventor or co-inventor, or (ii) upon Employee's
     termination of employment with the Company either by the Company for Cause
     (as defined in Section 8.8 of the Employment Contract) or by

<PAGE>

     Employee without Good Reason (as defined in Section 8.9 of the Employment
     Contract), or (iii) on the date that is 36 months following Employee's
     termination of employment with the Company either due to Employee's death
     or Total Disability (as defined in Section 8.4 of the Employment Contract).
4.   DISPUTE RESOLUTION. Should a dispute arise between the parties regarding
     the application of the Incentive Compensation calculation to a Company
     product or procedure, the parties will designate, by mutual agreement, a
     single patent counsel to resolve the dispute. Such counsel will resolve the
     dispute by determining whether or not such Company product or procedure is
     within the scope of the Trynergy/FE-related patents listed in Appendix A
     attached to this Agreement, as this Appendix may be supplemented by the
     parties from time to time. If the parties are unable to agree on such
     counsel, or for any other dispute arising under this Agreement, the parties
     will submit the dispute to arbitration as follows:
          At either party's request, the parties will submit any such dispute,
          controversy, or claim arising out of or in connection with, or
          relating to, this Agreement or any breach or alleged breach of this
          Agreement, to arbitration under the American Arbitration Association's
          ("AAA") rules then in effect for resolution of employment disputes (or
          under any other form of arbitration mutually acceptable to the
          parties). A single arbitrator agreed on by the parties will conduct
          the arbitration. If the parties cannot agree on a single arbitrator,
          the parties shall request a list of seven (7) arbitrators from AAA,
          and shall alternately strike names until one arbitrator is left. This
          arbitrator will hear the dispute. The arbitrator's decision is final
          (except as otherwise specifically provided by law) and binds the
          parties, and either party may request any court having jurisdiction to
          enter a judgment and to enforce the arbitrator's decision. The
          arbitrator will provide the parties with a written decision naming the
          substantially prevailing party in the action. This prevailing party is
          entitled to reimbursement from the other party for its costs and
          expenses, including reasonable attorneys' fees. All proceedings will
          be held at a place designated by the arbitrator in King County,
          Washington. The arbitrator, in rendering a decision as to any state
          law claims, will apply Washington law as required under Section 6 of
          this Agreement.
5.   ASSIGNMENT. This Agreement is personal to the Executive and shall not be
     assignable by the Executive. The Company may assign its rights hereunder to
     (i) any corporation resulting from any merger, consolidation or other
     reorganization to which the Company is a party or (ii) any corporation,
     partnership, association or other person to which the Company may transfer
     all or substantially all of the assets and business of the Company existing
     at such time. All the terms and provisions of this Agreement shall be
     binding upon and inure to the benefit of and be enforceable by the parties
     hereto and their respective successors and permitted assigns.
The Company will require any successor (whether direct or indirect, by purchase,
     merger, consolidation or otherwise) to all or substantially all the
     business and/or assets of the Company to assume expressly and agree to
     perform this Agreement in the same manner and to the same extent that the
     Company would be required to perform it if no such succession had taken
     place. As used in this Agreement, "Company" shall mean UTILX Corporation
     and any successor to its business and/or assets as aforesaid which assumes
     and agrees to perform this Agreement by operation of law, or otherwise.
6.   APPLICABLE LAW. This Agreement shall be governed by the laws of the State
     of Washington without regard to any rule governing conflicts of law.

UTILX CORPORATION

/s/ William M. Weisfield                             /s/ Glen Bertini
-----------------------------------                  ---------------------------
By:     William M. Weisfield                         GLEN BERTINI
Title:   Chairman and CEO

<PAGE>

                                   APPENDIX A

<TABLE>
<CAPTION>

                       LIST OF TRYNERGY/FE RELATED PATENTS

-------------------------------- ---------------------- -------------------------- --------------------------
Application or U.S.                                                                COJK File
Patent Number                    Application Date       Description                Designation
-------------------------------- ---------------------- -------------------------- --------------------------
<S>                              <C>                    <C>                        <C>
09/390,967                       07-Sep-99              Flow-through cable         UTLX-1-14214


60/155,279                       11-Oct-99              Connectors, Splices and    UTLX-1-14213
                                                        Terminators for
                                                        Flow-through cables

                                                        Flow-through wire rope     UTLX-1-14350
-------------------------------- ---------------------- -------------------------- --------------------------
</TABLE>




Agreed and Acknowledged on
on October 29, 1999

UTILX CORPORATION

By: /s/ William M. Weisfield                          /s/ Glen Bertini
    -------------------------------                  ---------------------------
      William Weisfield, President                   GLEN BERTINI