EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT,  dated as of October 14, 1997 (this "Agreement"),
by and  between  JTM  Industries,  Inc.  (the  "Company")  and  Raul  Deju  (the
"Executive").

         WHEREAS,  simultaneous  with and effective upon the  acquisition of the
Company by  Industrial  Quality  Services,  Inc.,  a Delaware  corporation  from
Laidlaw,  Inc.,  the Company  desires to employ the  Executive as President  and
Chief Operating Officer of the Company; and

         WHEREAS,  the Executive  desires to be retained in such capacity on the
terms and conditions set forth herein,  effective upon the  consummation of such
acquisition (the "Commencement Date"), it being understood and acknowledged that
if the  consummation  of the acquisition  shall not occur,  this Agreement shall
have no force or effect.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements made herein, the Company and the Executive agree as follows:

         1. No  Conflict.  The  Executive  represents  to the  Company  that the
execution,  delivery and  performance  by the Executive of this Agreement do not
and shall not conflict with or result in a violation or breach of, or constitute
(with or without  notice or lapse of time or both) a default under any contract,
agreement or understanding, whether oral or written, to which the Executive is a
party or of which the Executive is or should be aware.

         2.  Employment;  Duties.  The Company  shall  employ the  Executive  as
President and Chief Operating Officer for the "Employment  Period" as defined in
Section 3. The  Executive,  in his  capacity as  President  and Chief  Operating
Officer,  shall  have  such  duties,  responsibilities  and  authority  normally
incident to such office. The precise duties,  responsibilities  and authority of
the Executive may be expanded, limited or modified, at any time and from time to
time, at the  discretion of the Board of Directors of the Company (the "Board").
During the Employment  Period,  the Executive shall render his business services
primarily in the performance of his duties  hereunder,  and the Executive agrees
that during the term of his employment hereunder,  he shall devote substantially
all of his working time,  attention,  knowledge and experience and give his best
effort,  skill and  abilities,  to promote the  business  and  interests  of the
Company.  Other than as set forth on Schedule A hereto,  the  Executive  may not
serve  as  an  officer  or  director  of,  make  investments  in,  or  otherwise
participate in, any other entity without the prior written consent of the Board;
provided,  however,  that the  foregoing  shall not prevent the  Executive  from
acquiring,  directly or indirectly,  solely as an investment, not more than five
percent (5%) of any class of securities of any entity that are registered  under
Section  12(b) or 12(g) of the  Securities  Exchange  Act of 1934,  as  amended,
including the regulations issued thereunder.

         3. Employment Period.  This Agreement shall have a term of three years,
commencing as of the  Commencement  Date and ending on the third  anniversary of
the  Commencement  Date (the  "Initial  Period"),  unless  sooner  terminated in
accordance  with the  provisions of Section 9. On the  expiration of the Initial
Period  and  on  each  yearly   anniversary   thereof,   this  Agreement   shall
automatically renew for an additional one-year period,  unless sooner terminated
in  accordance  with the  provisions  of  Section 9,  unless the  Company of the
Executive  notifies  the other in  writing  of its  intention  not to renew this
Agreement  not less  than  sixty  (60)  days  prior to such  expiration  date or
anniversary,  as the case may be. The terms of this Agreement, as in effect from
time to time, is referred to herein as the "Employment Period."

         4. Compensation and Benefits.

                  (a)  Base  Compensation.  The  Executive  shall be paid a base
salary (the "Base  Salary") at the rate of $140,000  per annum,  less  statutory
deductions  and  withholdings.  The Base  Salary  shall be  payable  in a manner
consistent  with the normal  payroll  practices of the Company as in effect from
time to time.  The Base Salary  shall be reviewed  annually by the  Compensation
Committee of the Board (the "Committee").

                  (b)  Annual  Bonus.  In  addition  to  the  Base  Salary,  the
Executive may be entitled to receive a discretionary  annual bonus for each year
during the Employment  Period based upon such factors as shall be established by
the Committee, at the sole discretion of the Committee.

                  (c)  Employee  Benefits.  The  Executive  shall be entitled to
participate  in each and every  employee  benefit and group  insurance  plan and
program  provided by the Company for its officers and  employees  generally,  in
accordance  with  the  terms of the  applicable  plan  documents  as they may be
amended from time to time,  substantially  consistent with the employee benefits
being  provided to the officers  and/or  employees of the Company as of the date
immediately preceding the effectiveness of this Employment Agreement.

                  (d)  Business   Expense   Reimbursement.   The  Company  shall
reimburse  the Executive for all  reasonable  and necessary  business and travel
expenses  that  the  Executive   incurs  in  connection   with  the  Executive's
performance  of  services  for the Company  hereunder,  in  accordance  with the
reimbursement  policies established by the Company from time to time (which, the
parties hereto acknowledge, shall be consistent with the policies of the Company
as they  relate to business  expense  reimbursement  as of the date  immediately
preceding the effectiveness of this Employment  Agreement),  and shall reimburse
the Executive for the reasonable  expenses associated with the maintenance of an
office in  California,  provided  that  reimbursement  for such office  shall be
limited to $3,000 per month.

         5.  Confidentiality.  The  Executive  recognizes  that  it  is  in  the
legitimate business interest of the Company to restrict his disclosure or use of
Trade  Secrets  and  Confidential  Information  relating  to the Company and its
direct or indirect  subsidiaries,  parents or  affiliates  for any purpose other
than in connection  with his  performance  of his duties to the Company,  and to
limit  any  potential  appropriation  of such  Trade  Secrets  and  Confidential
Information by the Executive.  The Executive  therefore  agrees that both during
and at all times after the Employment  Period, he shall maintain as confidential
all Trade Secrets and Confidential  Information  relating to the Company and its
direct or indirect  subsidiaries,  parents or  affiliates  heretofore  or in the
future obtained by the Executive. The terms "Trade Secrets" and/or "Confidential
Information"  means matters protected by the Uniform Trade Secrets Act as stated
in California Civil Code Sections 3426 through 3426.10 and as interpreted  under
California  law.  Confidential  Information  includes  matters of a  significant
technical or business  nature that have been  maintained as  confidential or the
disclosure  of which could likely have an adverse  effect upon the  interests of
the Company or its direct or indirect subsidiaries, parents or affiliates.

         6.  Return of  Documents  and  Property.  Upon the  termination  of the
Executive's  employment with the Company, or at nay time upon the request of the
Company, the Executive (or his heirs or personal  representatives) shall deliver
to the Company (a) all documents and materials  (including,  without limitation,
computer  files)  containing  Trade  Secrets or other  Confidential  Information
relating to the  business and affairs of the Company and its direct and indirect
subsidiaries,  parents or affiliates, and (b) all documents, materials and other
property  (including,  without  limitation,  computer  files)  belonging  to the
Company or its direct or indirect subsidiaries,  parents or affiliates, which in
either case are in the  possession or under the control of the Executive (or his
heirs or personal representatives).

         7.  Discoveries and Works.  All Discoveries and Works made or conceived
by the  Executive  during his  employment  by the  Company,  whether  during the
Employment  Period or at any time prior thereto,  whether or not on the property
or  premises  of the  Company,  jointly  or with  others,  which  relate  to the
activities  of the  Executive  with  the  Company  or  its  direct  or  indirect
subsidiaries,  parents or affiliates shall be owned by the Company or its direct
or indirect  subsidiaries,  parents or  affiliates.  The term  "Discoveries  and
Works"  includes,  by way of example but without  limitation,  Trade Secrets and
other Confidential Information, patents and patent applications,  trademarks and
trademark  registrations  and  applications,  service  marks  and  service  mark
registrations   and   applications,   trade  names,   copyrights  and  copyright
registrations  and applications.  The Executive shall (a) promptly notify,  make
full  disclosure  to, and execute and deliver any  documents  requested  by, the
Company,  as the case may be, to evidence or better assure title to  Discoveries
and Works in the  Company or its  direct or  indirect  subsidiaries,  parents or
affiliates,  as so requested, (b) renounce any and all claims, including but not
limited to claims of ownership and royalty,  with respect to all Discoveries and
Works and all other  property  owned or licensed by the Company or its direct or
indirect  subsidiaries,  parents or  affiliates,  (c) assist the  Company or its
direct  or  indirect  subsidiaries,   parents  or  affiliates  in  obtaining  or
maintaining  for itself at its own expense  United  States and foreign  patents,
copyrights,  trade  secret  protection  or  other  protection  of  any  and  all
Discoveries and Works, and (d) promptly  execute,  whether during his employment
with the Company or thereafter, all applications or other endorsements necessary
or  appropriate  to  maintain  patents  and other  rights for the Company or its
direct or indirect  subsidiaries,  parents or affiliates thereto,  including but
not limited to  assignments  of such  patents and other  rights.  The  Executive
acknowledges  that all  discoveries  and Works  shall be deemed  "works made for
hire" under the Copyright Act of 1976, as amended, 17 U.S.C. ss. 101.

         8. Noncompetition and Nonsolicitation.

                  (a) Restrictive Covenant.  The Executive agrees that he shall,
during the Restricted  Period (as defined below),  refrain from, either alone or
in  conjunction  with any other Person,  or directly or  indirectly  through his
present or future affiliates or Associates (as defined below):

                           (i) (except  pursuant to his duties performed for the
Company during the Employment Period) directly or indirectly,  owning, managing,
operating,  joining, or having a financial interest in, controlling of, or being
employed as an employee,  agent or the Executive,  or in any other individual or
representative  capacity whatsoever,  or using or permitting his name to be used
in connection with, or lending  assistance  (financial or otherwise) to or being
otherwise connected in any manner with any business or enterprise engaged in the
Restricted  Business (as defined  below) within any portion of the United States
(whether or not such business is physically  located within the United  States);
provided,   however,  that  nothing  contained  herein  shall  be  construed  as
preventing the Executive from engaging in the ownership, purchase and/or sale of
landfills; and

                           (ii)   soliciting,   inducing,   entering   into  any
agreement  with, or attempting to influence any  individual  who the  Executive,
after  due  inquiry,  knows  is an  employee  of  the  Company  or  any  of  its
subsidiaries,  parents or affiliates  during the Restricted  Period to terminate
his or her  employment  relationship  with the  Company  or such  subsidiary  or
affiliate,  or to become employed by the Executive or any affiliate or associate
of  the  Executive  or any  person  by  which  the  Executive  is  employed,  or
interfering in any other way with the employment, or other relationship,  of the
Company or such subsidiary, parent or affiliate and any employee thereof.

                  (b)  Definitions.  As used herein:

                           (i) "Associate" means with respect to any person, any
corporation or other business  organization  of which such person is an officer,
employee or partner or is the beneficial owner,  directly or indirectly,  of ten
percent (10%) or more of any class of equity securities,  any trust or estate in
which such  person has a  substantial  beneficial  interest  or as to which such
person  serves as a  trustee  or in a similar  capacity  and any  spouse of such
person;

                           (ii) "Cause" shall mean (i) the willful and continued
failure of the Executive to follow the lawful  directions of the Board, (ii) any
act of fraud or dishonesty,  misappropriation  or  embezzlement,  or willful and
material misconduct in connection with the performance of the Executive's duties
hereunder,  (iii) a material  breach by the Executive of any material  provision
hereof or of any  material  contractual  or  material  legal duty to the Company
(including,  but not limited to, the unauthorized disclosure of Trade Secrets or
other Confidential Information), after written notice thereof from the Board and
a 30-day opportunity to cure in the event that such breach is curable,  (iv) the
conviction  of the  Executive  of a felony or other  crime or offense  involving
dishonest (including pleading guilty or no contest to such a crime or offense or
a lesser charge which results from plea bargaining), whether or not committed in
connection  with the business of the  Company,  (v) the  Executive's  alcohol or
substance  abuse or (vi) a material breach by the Executive of the provisions of
any  stockholders  agreement  or other  agreement  relating  to the  Executive's
acquisition  of an equity  interest  in the Company to which the  Executive  may
become a party on or after the  Commencement  Date after written  notice thereof
from the Board and a 30-day opportunity to cure in the event that such breach is
curable.

                           (iii) "Good Reason"  shall mean a material  breach by
the Company of any material provision hereof,  after written notice thereof from
the Executive and a 30-day  opportunity to cure in the event that such breach is
curable;  a transfer  of the  Executive's  customary  place of  employment  to a
location that could not be accommodated from a California  office; or a material
change in the nature of the Executive's duties, title or responsibility  without
the consent of the Executive.

                           (iv)  "Restricted  Business"  means the  provision of
coal  by-product  ("CCB")  management  services,  such  as  collection,  removal
disposal and marketing of fly-ash and other CCBs.

                           (v) "Restricted  Period" means the Employment Period,
and the period  thereafter equal to (i) three years in the case of a termination
of the Employment  Period by the Company with Cause or by the Executive  without
Good Reason,  or (ii) two years in the case of a termination  of the  Employment
Period for any other reason  (including  by reason of  expiration of the term of
the Agreement).

                  (b) Reasonableness of Restrictions. The Executive acknowledges
and agrees that the restrictions set forth in this Section 8, and, specifically,
the period of time  designated as the Restricted  Period and  geographical  area
specified  hereunder,  are  reasonable  in view of the nature of the business in
which the Company is engaged,  and the Executive's  particular  knowledge of the
Company's an its subsidiaries,  parents and affiliates'  respective  businesses,
and the  Executive  hereby  agrees not to  challenge in any way, or to otherwise
raise a defense to, the  enforceability  of any of the restrictions set forth in
this Section 8 during the Restricted Period in any manner whatsoever,  including
but not limited to challenging the  reasonableness of the restrictions set forth
herein.

                  (c)  Enforceability  of  Restrictive   Covenant.   It  is  the
intention of the Executive and the Company that the provisions of this Section 8
be enforce to the fullest extent permissible under the laws and policies of each
jurisdiction in which enforcement may be sought,  and that the  unenforceability
(or the  modification  to conform to such laws or policies) of any provisions of
this Section  shall not render  unenforceable,  or impair,  the remainder of the
provisions of this Section 8, or of this Agreement.

         9.  Termination.

                  (a) General.  The Company or the Executive may terminate  this
Agreement,  with or without  cause,  with or  without  prior  notice.  Except as
provided in Section 9(b), in the event the Company  terminates this Agreement or
the  Executive  resigns  from  employment,   the  Executive's   rights  and  the
obligations of the Company hereunder shall cease as of the effective date of the
termination,  including,  without  limitation,  the  right to  receive  the Base
Salary,  any Bonus Award and all other  compensation or benefits provided for in
this Agreement,  and the Executive hereby  acknowledges and agrees that,  except
for salary, bonuses and employee benefits accrued and/or vested but unpaid as of
the date of termination (the "Accrued Obligations"),  no severance or similar or
other  damages  or  payments  of any kind  whatsoever  shall be  payable  to the
Executive  due to, in  connection  with,  or in the event  of,  the  Executive's
termination or resignation from employment for any reason.

                  (b) Termination Without Cause; Resignation for Good Reason. In
the event the Company  terminates this Agreement without Cause, or the Executive
resigns for Good Reason,  the Executive shall be entitled to continue to receive
payments  of his Base  Salary  for the  balance of the  ten-existing  Employment
Period,  payable at such times and in such amounts as if this Agreement were not
terminated;  provided, however, that the period during which the Executive shall
be entitled to continue to receive  payments of his Base Salary  hereunder shall
in no event  exceed  eighteen  (18) months.  Other than as set in the  preceding
sentence,  the Executive's  rights and the obligations of the Company  hereunder
shall cease as of the effective  date of such  termination,  including,  without
limitation,  the right to receive the Base Salary, any Bonus Award and all other
compensation  or benefits  provided  for in this  Agreement,  and the  Executive
hereby  acknowledges  and agrees that,  except for the Accrued  Obligations,  no
severance or similar or other damages or payments of any kind  whatsoever  shall
be payable to the Executive due to, in connection with, or in the event of, such
termination or resignation.  Notwithstanding the foregoing, such continuation of
Base Salary shall  immediately  cease upon any violation by the Executive of the
restrictions contained in Sections 5, 6, 7 and 8 hereof,  provided, that if such
violation is curable,  the Company shall have first given the  Executive  notice
thereof and a period of 30 days in which to cure such violation.

                  (c) Termination for Cause; Resignation without Good Reason. In
the event the Company  terminates  this Agreement for Cause or in the event that
the Executive  resigns from his  employment  under this  Agreement  without Good
Reason, the Executive's rights hereunder shall cease as of the effective date of
the termination,  including,  without limitation,  the right to receive the Base
Salary,  any Bonus Award and all other  compensation or benefits provided for in
this Agreement.  In such event,  the Executive  hereby  acknowledges  and agrees
that,  except for the  Accrued  Obligations,  no  severance  or similar or other
damages or payments of any kind whatsoever shall be payable to the Executive due
to, in connection with, or in the event of, such termination.

                  (d)  Disability;  Death.  If, prior to the  expiration  of the
Employment  Period or the termination of this Agreement,  the Executive shall be
unable to perform his duties by reason of mental or physical  disability  for at
least one-hundred  eighty (180) consecutive days or any one-hundred eighty (180)
days (whether or not consecutive) in any  three-hundred  sixty (360) consecutive
day period,  the Company may terminate  this  Agreement and the remainder of the
Employment  Period by giving  written  notice to the  Executive  to that effect.
Immediately  upon  the  giving  of such  notice,  the  Employment  Period  shall
terminate. Upon termination of this Agreement pursuant to this Section 9(d), the
Executive shall be paid, in addition to the Accrued Obligations, his Base Salary
for the month in which notice is given.  In the event of a dispute as to whether
the Executive is disabled  within the meaning of Section 9(d),  either party may
from time to time  request a medical  examination  of the  Executive by a doctor
appointed  by the Chief of Staff of a hospital  selected by mutual  agreement of
the parties,  or as the parties may  otherwise  agree,  and the written  medical
opinion of such doctor  shall be  conclusive  and binding upon the parties as to
whether the  Executive  has become  disabled  and the date when such  disability
arose.  If, prior to the expiration of the Employment  Period or the termination
of this  Agreement,  the Executive  shall die, the  Executive's  estate shall be
paid, in addition to the Accrued Obligations, his Base Salary through the end of
the  month in which  the  Executive's  death  has  occurred,  at which  time the
Employment  Period shall terminate  without further notice and the Company shall
have no further obligations hereunder.

         10.  Enforcement.

                  (a) Equitable  Relief.  The Executive agrees that the remedies
at law for any  breach of threat  of breach by him of any of the  provisions  of
Sections 5, 6, 7, and 8 hereof, will be inadequate, and that, in addition to any
other  remedy to which the  Company  may be  entitled  at law or in equity,  the
Company shall be entitled to a temporary or permanent  injunction or injunctions
or temporary  restraining  order or orders to prevent breaches of the provisions
of  Sections  5, 6, 7, and 8 hereof  and to enforce  specifically  the terms and
provisions  thereof, in each case without the need to pose any security or bond.
Nothing  herein  contained  shall be construed as  prohibiting  the Company from
pursuing,  in  addition,  any other  remedies  available to the Company for such
breach or  threatened  breach.  A waiver  by the  Company  of any  breach of any
provision  hereof  shall not operate or be  construed as a waiver of a breach of
any  provision  hereof shall not operate or be construed as a waiver of a breach
of any other  provision  of this  Agreement or of any  subsequent  breach by the
Executive.

                  (b) Enforceability. It is expressly understood and agreed that
although the Company and the Executive  consider the  restrictions  contained in
Sections 5, 6, 7 and 8 hereof to be reasonable for the purpose of preserving the
goodwill,  proprietary rights and going concern value of the Company, if a final
arbitratory or judicial  determination  is made by a court or arbitrator  having
jurisdiction  that the time or territory or any other  restriction  contained in
such Sections 5, 6, 7 and 8 is an  unenforceable  restriction on the Executive's
activities,  the provisions of such Sections 5, 6, 7 and 8 shall not be rendered
void but shall be deemed  amended to apply as to such maximum time and territory
and to such other extent as such  arbitrator  or court may determine or indicate
to be  reasonable.  Alternatively,  if the arbitrator or court referred to above
finds that any  restriction  contained  in  Sections  5, 6, 7 or 8 or any remedy
provided  herein is  unenforceable,  and such  restriction  or remedy  cannot be
amended  so as to make  it  enforceable,  such  finding  shall  not  affect  the
enforceability  of  any of  the  other  restrictions  contained  therein  or the
availability of any other remedy. The provisions of Sections 5, 6, 7 and 8 shall
in no respect limit or otherwise affect the Executive's  obligations under other
agreements with the Company,  and the provisions of Sections 5, 6, 7 and 8 shall
in no respect limit the rights of the  Executive as set forth in this  Agreement
or any other agreement between the Executive and the Company.

         11.  Assignment.  The rights and  obligations of the parties under this
Agreement  shall not be  assignable  by either  the  Company  or the  Executive,
provided  that this  Agreement is  assignable by the Company to any affiliate of
the Company,  to any successor in interest to any business of the Company, or to
a purchaser  of all or  substantially  all of the assets of any  business of the
Company.

         12.  Notices.  Any notice  required or permitted  under this  Agreement
shall be  deemed  to have  been  effectively  made or given  if in  writing  and
personally  delivered,  mailed properly addressed in a sealed envelope,  postage
prepaid by  certified or  registered  mail,  delivered by a reputable  overnight
delivery  service  or sent by  facsimile.  Unless  otherwise  changed by notice,
notice shall be properly addressed to the Executive if addressed to:

                           Raul Deju
                           5 Hastings Court
                           Moraga, California 94556
                           Facsimile No.: (510) 299-7840

                           with a copy to:

                           Otis & Hogan
                           180 Montgomery Street, Suite 1240
                           San Francisco, California 94104
                           Facsimile No." (415) 362-7332
                           Attention: J. Morrow Otis

and properly addressed to the Company if addressed to:

                           JTM Industries, Inc.
                           127 South 500 East, Suite 675
                           Salt Lake City, Utah  84102
                           Attention: Chief Executive Officer

                           with a copy to"

                           Citicorp Venture Capital, Ltd.
                           399 Park Avenue
                           New York, New York 10043
                           Attention: Joseph Silvestri
                           Facsimile No.: (212) 888-2940

         13. Severability.  Wherever there is any conflict between any provision
of this Agreement and any statute,  law, regulation or judicial  precedent,  the
latter shall prevail. In the event that any provision of this Agreement shall be
held by a court  of  proper  jurisdiction  to be  indefinite,  invalid,  void or
voidable or otherwise unenforceable, the balance of the Agreement shall continue
in full force and effect unless such  construction  would clearly be contrary to
the intentions of the parties or would result in an unconscionable injustice.

         14.   Counterparts.   This   Agreement   may  be  executed  in  several
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

         15.  Effect of  Termination.  Notwithstanding  anything to the contrary
contained herein, if this Agreement or the Executive's  employment is terminated
pursuant to Section 9 or otherwise expires,  the provisions of Sections 5, 6, 7,
8, 9, 10, 12, 13, 15, 16, 17 and 18 shall continue in full force and effect.

         16.  Disputes.  Except as necessary  to obtain the relief  specified in
Section  10(a),  any claim or  controversy  arising  out of or  relating to this
Agreement, or any breach thereof, or otherwise arising out of or relating to the
Executive's  employment,  compensation  and  benefits  with the  Company  or the
termination thereof hereafter,  shall be settled by arbitration in San Francisco
County,  California,  in accordance  with the rules  established by the American
Arbitration  Association,  provided,  however, that the parties agree that (i) a
30-day  negotiation  period  between  the  Company  and  the  Executive  will be
specified  prior to any  arbitration  proceeding;  (ii) the arbitrator  shall be
prohibited  form  disregarding,  adding  to  or  modifying  the  terms  of  this
agreement;  and (iii) the  arbitrator  shall be required  to follow  established
principles of substantive law and the laws governing burdens of proof. Any claim
or controversy  not submitted to arbitration in accordance  with this Section 16
shall be considered waived and, thereafter,  no arbitration panel or tribunal or
court  shall  have  the  power to rule or make  any  award on any such  claim or
controversy.  The award rendered in any  arbitration  proceeding held under this
Section  16 shall be final  and  binding,  and  judgment  upon the  award may be
entered in any court having jurisdiction  thereof. The prevailing party shall be
entitled to recover all  reasonable  attorneys  fees and related  costs form the
losing party.

         17. Miscellaneous: Choice of Law. This Agreement constitutes the entire
agreement,  and supersedes all prior agreements,  of the parties hereto relating
to the  subject  matter  hereof,  and  there  are no  written  or oral  terms or
representations  made by either party other than those  contained  herein.  This
Agreement shall be governed by and construed in accordance with (i) with respect
to  Section  8 and all other  provisions  of this  Agreement  which  affect  the
interpretation  and/or the  enforceability of the restrictive  covenants therein
contained,  the domestic laws of the State of New York, without giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
New York or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the s State of New York, and (ii) with respect to
all  other  provisions  of this  Agreement,  the  domestic  laws of the State of
California,  without  giving  effect  to any  choice of law or  conflict  of law
provision or rule (whether of the State of California or any other jurisdiction)
that would cause the application of the laws of any jurisdiction  other than the
State of California.

         18.  Indemnification.  In the event that any claim is asserted  against
the Executive,  including but not limited to any legal action or  administrative
proceeding,  whether civil or criminal, by reason of the fact that the Executive
is or was an officer or director of the Company or any  subsidiary  or affiliate
of the Company,  the  Executive  shall be  indemnified  by the Company,  and the
Company shall pay the Executive's attorney fees, accounting fees, expert witness
fees and other  customary  expenses  within 30 days after the  Company  receives
notice of such fees,  expenses and costs, all to the fullest extent permitted by
law, provided,  however,  that no  indemnification  shall be made hereunder with
respect to payments and expenses incurred in relation to (i) matters as to which
the Executive  shall not have acted in good faith and in the  reasonable  belief
that his action was in the best  interest of the Company,  of (ii) matters as to
which are otherwise prohibited by law.

         IN WITNESS WHEREOF, the parties have executed this Employment Agreement
as of the day and year first above written.

                                    JTM INDUSTRIES, INC.


                                    /s/ J.I. Everest
                                   ------------------
                                    By: J.I. Everest II
                                    Title:Treasurer & CFO


                                    EXECUTIVE

                                    /s/ Raul Deju
                                   ---------------
                                    Raul Deju