EXHIBIT 10(iii) 24
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                       EMPLOYMENT AGREEMENT  


          THIS AGREEMENT, dated as of November 20, 1996, is made by and
between International Technology Corporation, a Delaware corporation
(together with any successor thereto and with its wholly-owned subsidiary,
IT Corporation, a California corporation, the "Company"), and James R.
Mahoney (the "Executive").

                            RECITALS:

          A.  It is the desire of the Company to assure itself of the
services of the Executive by engaging the Executive to perform such
services under the terms hereof.

          B.  The Executive desires to commit himself to serve the Company
on the terms herein provided.

          NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements set forth below the parties hereto
agree as follows:


          1.   Certain Definitions.

               (a)  "Base Management Forecasts" shall mean the forecasts
     of both EBITDA and Net Income as described in Schedule I, for each of
     the four fiscal years in the period ended March 31, 2000, as
     initially identified in Schedule I attached hereto, subject to
     automatic adjustment from time to time to take account of the effect
     of changes in accounting principles, income tax rates or other
     similar factors beyond the control of management or the Board that
     shall have positive or negative impact on the Company's reported Net
     Income for the year in question relative to the manner in which Net
     Income was computed for the year ended March 31, 1996.  "Base
     Management Forecasts" for fiscal years beginning on and after 
     April 1, 2000, shall be such forecasts as determined by
     the Compensation Committee.  In addition, the Company and the
     Executive shall negotiate in good faith to make reasonable 
     adjustments to the Base Management Forecasts to give effect to
     changes in business strategy, changes in research and
     development budgets, acquisitions (to the extent not taken into
     account in specifying the Base Management Forecasts attached hereto),
     and the like that have been approved by the Board and which have the
     effect of increasing or reducing the short-term Net Income but
     which are intended to enhance long-term shareholder value.

               (b)  "Base Salary" shall have the meaning set forth in
     Section 4(a).

               (c)  "Board" shall mean the Board of Directors of the
     Company.

               (d)  "Cause" the Executive shall have "Cause" to resign his
     employment hereunder upon

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                         (i)  the Company's assignment to the Executive of
          duties materially inconsistent with his position as Senior Vice
          President, or

                         (ii) the Company's failure to make any payment or
          provide any benefit hereunder or the Company's material breach
          of this Agreement, which failure or breach is not cured within
          30 days after written notice from the Executive thereof.

               (e)  "CEO" shall mean the Chief Executive Officer of the
          Company.

               (f)  "Change of Control" shall mean the consummation of the
          first to occur of (i) the sale, lease or other transfer of all
          or substantially all of the assets of the Company to any person
          or group (as such term is used in Section 13(d)(3) of the
          Securities Exchange Act of 1934, as amended); (ii) the adoption
          by the stockholders of the Company of a plan relating to the
          liquidation or dissolution of the Company; (iii) the merger or
          consolidation of the Company with or into another entity or the
          merger of another entity into the Company or any subsidiary
          thereof with the effect that immediately after such transaction
          the stockholders of the Company immediately prior to such
          transaction (or their Related Parties) hold less than 50% of the
          total voting power of all securities generally entitled to vote
          in the election of directors, managers or trustees of the
          entity surviving such merger of consolidation; or (iv) the
          acquisition by any person or group of more than 50% of the
          voting power of all securities of the Company generally
          entitled to vote in the election of directors of the Company.  

               (g)  "Common Stock" shall mean the $0.01 par value common
          stock of the Company.

               (h)  "Company" shall have the meaning set forth in the
          preamble hereto.

               (i)  "Compensation Committee" shall mean the compensation
          committee of the Board.

               (j)  "Date of Termination" shall mean (i) if the
          Executive's employment is terminated by his death, the date of
          his death, (ii) if the Executive's employment is terminated
          pursuant to Section 5(a)(ii) - (vii) the date specified in the
          Notice of Termination.

               (k)  "Disability" shall mean the absence of the Executive
          from the Executive's duties to the Company on a full-time basis
          for a period of 90 consecutive days or a total of six months
          during any 24 month period as a result of incapacity due to
          mental or physical illness.

               (l)  "Executive" shall have the meaning set forth in the
          preamble hereto.

               (m)  "Loan Documents" shall mean the Promissory Note
          pursuant to which the Executive shall borrow from the Company
          the Purchase Price for the shares of Common Stock purchased by
          the Executive pursuant to Section 4(f).  The Company agrees to
          consider in good faith providing forgiveness of a certain

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          portion of the loan principal and interest if previously agreed
          to targets are met or exceeded.

               (n)  "Long-Term Incentive Plan" or "LTIP" shall mean any
          long-term incentive plan, including options to purchase Common
          Stock, instituted to promote the Company's long-term goals.

               (o)  "Notice of Termination" shall have the meaning set
          forth in Section 5(b).

               (p)  "Options" shall have the meaning set forth in Section
          4(b).

               (q)  "Prorated Short-Term Bonus" for any given fiscal year
          shall mean the product of

                         (i)  the Short-Term Bonus amount, if any, that
              would have been payable to the Executive for the fiscal year
              in which occurs his Date of Termination, based upon the
              Company's performance for the entire fiscal year projected
              in good faith by the Compensation Committee on the basis of
              the Company's performance for such fiscal year through
              the Date of Termination, 

              and

                         (ii) the ratio of (A) the number of days elapsed
              in such fiscal year through the Date of Termination, to (B)
              365.

              (r)  "Severance Period" shall mean, 

                         (i)  with respect to 

                         (A)  Termination without Reason (pursuant to
              Section 5(a)(v)) at any time; 

                         (B)  Termination for Reason of Company 
              Performance (pursuant to Section 5(a)(iv)) within 24 months
              after a Change of Control;
              or

                         (C)  the Executive's resignation for Cause
              (pursuant to Section 5(a)(vi)) at any time,

          the period beginning on the Date of Termination and ending 12
          months thereafter; and,

                         (ii) with respect to Termination for Reason of
          Company Performance not within 24 months after a Change of
          Control, the period beginning on the Date of Termination and
          ending 6 months thereafter.

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               (s)  "Short-Term Bonus"  shall mean the bonus, if any,
          payable to the Executive pursuant to the Company's short-term
          incentive compensation plan.  The target amount of the
          Short-Term Bonus shall be 40% of the Executive's Base Salary and
          the maximum amount shall be 60% of the Executive's Base Salary.

               (t)  "Term" shall have the meaning set forth in Section
          2(b).

               (u)  "Termination for Reason of Cause" shall mean the
          termination of the Executive's employment hereunder at the
          initiative of the Company upon the Executive's

                         (i)  habitual neglect of, or failure 
               substantially to perform, his duties hereunder, other than
               any such failure resulting from the Executive's Disability,
               after written notice and reasonable opportunity for cure,
               all as determined by the Board;

                         (ii) final conviction of a felony or of any crime
               involving moral turpitude, fraud or misrepresentation;
 
                         (iii)     fraud or personal dishonesty involving 
               the Company's assets;

                         (iv) willful failure to follow any lawful
               directive of the Company consistent with the Executive's
               position and duties, after written notice and reasonable
               opportunity for cure, all as determined by the Board;

                         (v)  use of alcohol or illegal drugs interfering
               with the performance of the Executive's responsibilities
               relating to his or her employment with the Company; or
 
                         (vi) commission of any willful or intentional act
               which could reasonably be expected to injure materially the
               reputation, business or business relationships of the
               Company or its clients.

               (v)  "Termination for Reason of Company Performance" shall
          mean termination of the Executive's employment hereunder at the
          initiative of the Company, at the discretion of the Board of
          Directors upon the Company's satisfaction of less than all
          Base Management Forecasts during two or more consecutive fiscal
          years.

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               (w)  "Termination without Reason" shall mean any 
          termination (other than upon the Executive's Disability) of the
          Executive's employment hereunder at the initiative of the
          Company other than a Termination for Reason of Company 
          Performance or a Termination for Reason of Cause.

          2.   Employment.

               (a)  The Company shall employ the Executive and the
          Executive shall enter the employ of the Company, for the period
          set forth in this Section 2, in the positions set forth in
          Section 3 and upon the other terms and conditions herein
          provided.  The initial term of employment under this Agreement
          (the "Initial Term") shall be for the period beginning on the
          effective date of this Agreement and ending on November 19,
          1999, unless earlier terminated as provided in Section 5. 
   
               (b)  After the Initial Term, the employment term hereunder
          shall automatically be extended day by day (collectively with
          the Initial Term, the "Term") unless either party gives written
          notice of non-extension to the other, in which case the
          employment term shall expire no earlier than the date that is
          six months after the date such notice is received.

          3.   Position and Duties.  During the Term, the Executive shall
     serve as Senior Vice President of the Company with such customary
     responsibilities, duties and authority as may from time to time be
     assigned to the Executive by the Board or the CEO.  The Executive
     shall assume such additional or different duties and/or title as may
     from time-to-time be assigned to the Executive by the Board or the
     CEO, provided, however, that such duties and/or title shall not be
     lower in responsibility and level within the Company than that of
     Senior Vice President.  The Executive shall devote substantially all
     his working time and efforts to the business and affairs of the
     Company and shall not receive compensation in excess of one percent
     (1%) of his Base Salary for services rendered to any other persons. 

          4.   Compensation and Related Matters.

               (a)  Base Salary. During the Term the Executive shall
          receive a base salary at a rate of $260,000.00 per annum,
          subject to increase as determined by the Compensation Committee
          and subject to reduction only in connection with an across the
          board reduction applicable to senior management of the Company
          generally.

               (b)  LTIPS.  From time to time during the Term the
          Executive may be eligible to participate in one or more LTIPs,
          including the grant of Options pursuant to the Company's 1996

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          Stock Incentive Plan (if approved by the Company's stockholders)
          and/or pursuant to similar plans adopted in the future, with
          option exercise price, vesting criteria and expiration terms
          under any such stock plan generally consistent with the
          Company's practice under its 1991 Stock Incentive Plan (unless
          different terms are mandated under the 1996 Stock Incentive
          Plan); provided, however, if insufficient numbers of Options are
          available to provide adequate incentive to other levels of
          management, alternative arrangements may be made.  Awards (if
          made) under such LTIPs shall be at the discretion of the
          Compensation Committee and based on appropriate Executive and
          Company performance criteria and will generally approximate
          (assuming performance criteria are achieved) 40% to 60% of the
          Executive's Base Salary.

               (c)  Short-Term Bonuses.  For each fiscal year of the
          Company ending within the Term, the Executive shall be eligible
          to receive a Short-Term Bonus.  

               (d)  Benefits.  The Executive shall be entitled to
          participate in the other employee benefit plans, programs and
          arrangements of the Company (including vacation) now (or, to the
          extent determined by the Board, hereafter) in effect which are
          applicable to the senior officers of the Company, subject to and
          on a basis consistent with the terms, conditions and overall
          administration thereof. 

               (e)  Expenses.  The Company shall reimburse the Executive
          for all reasonable travel and other business expenses incurred
          by him in the performance of his duties to the Company, in
          accordance with the Company's documentation and other policies
          with respect thereto.

               (f)  Stock Purchase.  The Executive hereby agrees that on
          or before February 20, 1997, he will purchase, in the open
          market or through a Company arranged open market share 
          repurchase program, Common Stock at an aggregate purchase price
          of not less than $75,000.  The Company hereby agrees to lend to
          the Executive the aggregate purchase price of such stock (but
          not more than $100,000) in accordance with the Loan Documents. 
          The Company agrees to consider providing forgiveness of a
          certain portion of the loan principal and interest if previously
          agreed upon performance targets (Executive and/or Company) are
          met or exceeded.

          5.   Termination.  The Executive's employment hereunder may be
     terminated by the Company or the Executive, as applicable, without
     any breach of this Agreement only under the following circumstances:

               (a)  (i)  Death.  The Executive's employment hereunder
          shall terminate upon his death.

                    (ii) Disability.  The Executive's employment hereunder
          shall terminate in the event of his Disability.

                    (iii)     Termination for Reason of Cause.  

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                     (iv) Termination for Reason of Company Performance. 
 

                     (v)  Termination Without Reason.                    

                     (vi) Resignation for Cause.  The Executive may resign
          his employment hereunder for Cause at any time.

                     (vii)     Resignation without Cause. The Executive
          may resign his employment without Cause upon 6 months advance
          written notice to the Company; provided that the Company may
          waive the notice period.

               (b)  Notice of Termination.  Any termination of the
     Executive's employment by the Company or by the Executive under this
     Section 5 (other than termination pursuant to paragraph (a)(i)) shall
     be communicated by a written notice to the other party hereto
     indicating the specific termination provision in this Agreement
     relied upon, setting forth in reasonable detail the facts and
     circumstances claimed to provide a basis for termination of the
     Executive's employment under the provision so indicated, and 
     specifying a Date of Termination (a "Notice of Termination").  

          6.   Severance Payments and Benefits.

               (a)  Upon termination of the Executive's employment with
     the Company for any reason, the Company shall provide the Executive
     (or, in the event of his death, his estate or other legal 
     representative) benefits due him under the Company's benefits plans
     and policies for services rendered to the Company prior to such
     termination (pursuant to the terms of such plans and policies) and,
     in accordance with applicable law and in any event not later than 90
     days after the Date of Termination, the Company shall pay the
     Executive all unpaid Base Salary earned through such date.  The
     Executive shall be entitled to the payments described below only as
     each is applicable to such termination of employment.
               (b)  The following payments and benefits described in this
     subsection (b) shall be in addition to the payments and benefits
     described in subsection (a) above.

                         (i)  Termination upon Death or Disability.  If
          the Executive's employment shall terminate by reason of his
          death or Disability, the Company shall pay to the Executive (or
          his estate or representative), in a lump sum within 90 days
          after the Date of Termination, the Prorated Short-Term Bonus for
          the fiscal year in which such termination occurs.

                         (ii) Termination without Reason or Resignation
          for Cause.  Except as provided by subsection (b)(iv), in the
          event of the Executive's Termination without Reason (pursuant to
          Section 5(a)(v)) or his resignation for Cause (pursuant to
          Section 5(a)(vi)), 

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                         (A)  the Company shall pay to the Executive, in
               accordance with its regular payroll practice, his Base
               Salary for the Severance Period; 

                         (B)  the Company shall continue for the Severance
               Period Executive's coverage under all Company welfare
               benefit plans and programs in which the Executive was
               entitled to participate immediately prior to the Date of
               Termination, to the extent permitted thereunder.  In
               the event that the Executive's participation in any such
               plan or program is not permitted, the Company shall arrange
               to provide the Executive with benefits substantially
               similar to those which the Executive would otherwise
               have been entitled to receive under such plans and
               programs;

                    (C)  the Company shall pay to the Executive, in a lump
               sum within 90 days after his Date of Termination, the
               Prorated Short-Term Bonus for the fiscal year in which such
               Date of Termination occurs; and

                    (D)  the Executive's Options, if any, shall continue
               to vest during the Severance Period and shall remain
               exercisable until the earlier of (1) the date such Option
               would otherwise expire without regard to this Agreement
               or (2) the expiration of the Severance Period.

                         (iii)     Termination for Reason of Company
          Performance.  Except as provided by subsection (b)(iv), in the
          event of the Executive's Termination for Reason of Company
          Performance (pursuant to Section 5(a)(iv)), 

                         (A)  the Company shall pay to the Executive, in
               accordance with its regular payroll practice, his Base
               Salary for the Severance Period; and

                         (B)  the Company shall continue for the Severance
               Period Executive's coverage under all Company welfare
               benefit plans and programs in which the Executive was
               entitled to participate immediately prior to the Date of
               Termination, to the extent permitted thereunder.  In
               the event that the Executive's participation in any such\
               plan or program is not permitted, the Company shall arrange
               to provide the Executive with benefits substantially
               similar to those which the Executive would otherwise
               have been entitled to receive under such plans and
               programs.

                         (iv) Termination following a Change in Control. 
          If, within the 24 month period following a Change of Control,
          the Executive's employment is terminated pursuant to a 
          Termination without Reason (pursuant to Section 5(a)(v)),
          Termination for Reason of Company Performance (pursuant to
          Section 5(a)(iv)), or his resignation for Cause (pursuant to
          Section 5(a)(vi)), 

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                         (A)  the Company shall pay to the Executive, in
               accordance with its regular payroll practice, his Base
               Salary for the Severance Period; 

                         (B)  the Company shall continue for the Severance
               Period Executive's coverage under all Company welfare
               benefit plans and programs in which the Executive was
               entitled to participate immediately prior to the Date of
               Termination, to the extent permitted thereunder.  In
               the event that the Executive's participation in any such
               plan or program is not permitted, the Company shall arrange
               to provide the Executive with benefits substantially
               similar to those which the Executive would otherwise
               have been entitled to receive under such plans and
               programs;

                         (C)  the Company shall pay to the Executive, in
               a lump sum within 90 days after his Date of Termination, an
               amount equal to the greater of (x) the Executive's targeted
               Short-Term Bonus for the fiscal year in which occurs the
               Date of Termination or (y) the greatest Short-Term
               Bonus paid to the Executive in respect of the two fiscal
               years ending prior to the fiscal year in which occurs the
               Date of Termination; and

                         (D)  the Executive's Options, if any, shall
               become 100% vested as of the Date of Termination and shall
               remain exercisable until the earlier of (1) the date such
               Option would otherwise expire without regard to this
               Agreement or (2) the expiration of the Severance Period.

               (c)  Survival. The expiration or termination of the Term
          shall not impair the rights or obligations of any party hereto
          which shall have accrued hereunder prior to such expiration.

               (d)  Mitigation Not Required.  The Executive shall not be
          required to seek other employment to mitigate damages, and the
          Executive's payments and benefits hereunder during the Severance
          Period shall not be subject to offset by the amount of income
          earned by the Executive from other employment or self-employment
          during the Severance Period.

               (e)  Reduction in Payments.  Notwithstanding anything
          contained in this Agreement to the contrary, in the event that
          the payments to the Executive under Section 6 of this
          Agreement, either alone or together with other payments the
          Executive has a right to receive from the Company, would not be
          deductible (in whole or in part) by the Company as a result of
          such payments constituting a "parachute payment" (as defined in
          Section 280G of the Internal Revenue Code, as amended (the
          "Code")), such payments shall be reduced to the largest amount
          as will result in no portion of the payments under Section 6 not
          being fully deductible by the Company as the result of Section\
          280G of the Code.  The determination of any reduction in the
          payments under Section 6 pursuant to the foregoing sentence
          shall be made exclusively by Ernst & Young, or such other firm
          of independent public accountants as may be serving as the

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          Company's principal auditors immediately prior to the Date of
          Termination (whose fees and expenses shall be borne by the
          Company), and such determination shall be conclusive and binding
          on the Company and the Executive.

          7.   Non-Interference; Non-Competition.

               (a)  The Executive hereby agrees, in consideration of his
          employment hereunder and in view of the confidential position to
          be held by the Executive hereunder, that during the Term and
          during any Severance Period, and in the event of the Executive's
          resignation without Cause, during the 12 month period beginning
          on the Date of Termination, the Executive will not directly or
          indirectly, by or for himself, or as the agent of another, or
          through others as an agent, 
                         (i)  in any way solicit or induce or attempt to 
                solicit or induce any employee, officer, representative,
                consultant, or other agent of the Company (whether such
                person is presently employed by the Company or may
                hereinafter be so employed), to leave the Company's employ
                or otherwise interfere with the employment relationship
                between any such person and the Company; or 
                         (ii) take any action to purchase or obtain goods
                or services, from any of the Company's proprietary
                suppliers or other supplier with whom the Company has
                developed a unique or exclusive relationship; or 

                         (iii)     in any way solicit, or attempt to
                divert, take away or call on, any customers or potential
                customers of the Company.

               (b)  The Executive hereby agrees, in consideration of his
          employment hereunder and in view of the confidential position to
          be held by the Executive hereunder, that during the Term and, in
          the event of his resignation without Cause, during the 12
          month period beginning on the Date of Termination, the Executive
          will not, without the prior written consent of the Board,
          directly or indirectly engage in, or have any interest in,
          or manage or operate any person, firm, corporation, partnership
          or business (whether as director, officer, employee, agent,
          representative, partner, security holder, consultant or
          otherwise) that engages in any business which competes with any
          business of the Company or any subsidiary anywhere in the world;
          provided, however, that Executive shall be permitted to acquire
          a stock interest in such a corporation provided such stock is
          publicly traded and the stock so acquired is not more than one
          percent of the outstanding shares of such corporation.

               (c)  In the event the agreement in this Section 7 shall be
          determined by any court of competent jurisdiction to be
          unenforceable by reason of its extending for too great a period
          of time or over too great a geographical area or by reason of
          its being too extensive in any other respect, it will be
          interpreted to extend only over the maximum period of time for
          which it may be enforceable, and/or over the maximum 
          geographical area as to which it may be enforceable and/or to
          the maximum extent in all other respects as to which it may be

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          enforceable, all as determined by such court in such action.


          8.   Nondisclosure of Proprietary Information.  

               (a)  Except as required in the faithful performance of the
          Executive's duties hereunder or pursuant to subsection (c),
          Executive shall, in perpetuity, maintain in confidence and shall
          not directly, indirectly or otherwise, use, disseminate,
          disclose or publish, or use for his benefit or the benefit of
          any person, firm, corporation or other entity any confidential
          or proprietary information or trade secrets of or relating to
          the Company, including, without limitation, information with
          respect to the Company's operations, processes, products,
          inventions, business practices, finances, principals, vendors,
          suppliers, customers, potential customers, marketing methods,
          costs, prices, contractual relationships, regulatory status,
          compensation paid to employees or other terms of employment, or
          deliver to any person, firm, corporation or other entity any
          document, record, notebook, computer program or similar
          repository of or containing any such confidential or proprietary
          information or trade secrets; provided, however, that no
          information otherwise in the public domain (other than by an act
          of Executive in violation hereof) shall be considered 
          confidential.  The parties hereby stipulate and agree that as
          between them the foregoing matters are important, material and
          confidential proprietary information and trade secrets and
          affect the successful conduct of the businesses of the
          Company (and any successor or assignee of the Company).

               (b)  Upon termination of Executive's employment with
          Company for any reason, the Executive will promptly deliver to
          the Company all correspondence, drawings, manuals, letters,
          notes, notebooks, reports, programs, plans, proposals, financial
          documents, or any other documents concerning the Company's
          customers, business plans, marketing strategies, products or
          processes which are Company property, or which are
          non-public or which contain proprietary information or trade
          secrets.

               (c)  Executive may respond to a lawful and valid subpoena
         or other legal process but shall give the Company the earliest
         possible notice thereof, shall, as much in advance of the return
         date as possible, make available to the Company and its counsel
         the documents and other information sought and shall assist such
         counsel in resisting or otherwise responding to such process.

          9.   Injunctive Relief.  It is recognized and acknowledged by
Executive that a breach of the covenants contained in Sections 7 and 8
will cause irreparable damage to Company and its goodwill, the exact
amount of which will be difficult or impossible to ascertain, and that
the remedies at law for any such breach will be inadequate.  Accordingly,
Executive agrees that in the event of a breach of any of the covenants
contained in Sections 7 and 8, in addition to any other remedy which may
be available at law or in equity, the Company will be entitled to specific
performance and injunctive relief.  
  
          10.  Indemnification and Insurance; Legal Expenses.  
Notwithstanding any other indemnification agreement between the Company
and the Executive that may be in effect from time to time, the Company

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shall indemnify the Executive to the fullest extent permitted by
the laws of the State of Delaware, as in effect at the time of the subject
act or omission, and shall advance to the Executive reasonable attorney's
fees and expenses as such fees and expenses are incurred (subject to an
undertaking from the Executive to repay such advances if it shall be
finally determined by a judicial decision which is not subject to further
appeal that the Executive was not entitled to the reimbursement of such
fees and expenses) and he will be entitled to the protection of any
insurance policies the Company may elect to maintain generally for the
benefit of its directors and officers against all costs, charges and
expenses incurred or sustained by him in connection with any action, suit
or proceeding to which he may be made a party by reason of his
being or having been a director, officer or employee of the Company or any
of its subsidiaries or his serving or having served any other enterprise
as a director, officer or employee at the request of the Company (other
than any dispute, claim or controversy arising under or relating to this
Agreement).  The Company covenants to maintain for the benefit of the
Executive (in his capacity as an officer and director of the Company)
directors and officers insurance with respect to acts or omissions during
the Term; provided that the Board may elect to terminate directors and
officers insurance for all officers and directors, including the 
Executive, if a majority of the Board determines in good faith that such
insurance is not available or is available only at unreasonable
expense.

          11.  Binding on Successors.  This Agreement shall be binding
upon and inure to the benefit of the Company, the Executive and their
respective successors, assigns, personnel and legal representatives,
executors, administrators, heirs, distributees, devisees, and legatees, as
applicable.

          12.  Governing Law.  This Agreement shall be governed, 
construed, interpreted and enforced in accordance with the substantive
laws of the State of Delaware.

          13.  Validity.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall
remain in full force and effect.

          14.  Notices.  Any notice, request, claim, demand, document and
other communication hereunder to any party shall be effective upon receipt
(or refusal of receipt) and shall be in writing and delivered personally
or sent by telex, telecopy, or certified or registered mail, postage
prepaid, as follows:

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               (a)  If to the Company, 

                         International Technology Corporation
                         23456 Hawthorne Boulevard
                         Torrance, CA  90505

                         Attention: General Counsel

               (b)  If to the Executive, to him at the address set forth
      below under his signature; 
or at any other address as any party shall have specified by notice in
writing to the other parties.

          15.  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 Agreement.

          16.  Entire Agreement.  The terms of this Agreement are intended
by the parties to be the final expression of their agreement with respect
to the employment of the Executive by the Company and may not be 
contradicted by evidence of any prior or contemporaneous agreement.  The
parties further intend that this Agreement shall constitute the complete
and exclusive statement of its terms and that no extrinsic evidence
whatsoever may be introduced in any judicial, administrative, or other
legal proceeding to vary the terms of this Agreement.         

          17.  Amendments; Waivers. This Agreement may not be modified,
amended, or terminated except by an instrument in writing, signed by the
Executive and the Chairman of the Board.  By an instrument in writing
similarly executed, the Executive or the Company may waive compliance by
the other party or parties with any provision of this Agreement that such
other party was or is obligated to comply with or perform, provided,
however, that such waiver shall not operate as a waiver of, or estoppel
with respect to, any other or subsequent failure.  No failure to exercise
and no delay in exercising any right, remedy, or power hereunder preclude
any other or further exercise of any other right, remedy, or power
provided herein or by law or in equity.

          18.  No Inconsistent Actions.  The parties hereto shall not
voluntarily undertake or fail to undertake any action or course of action
inconsistent with the provisions or essential intent of this Agreement. 
Furthermore, it is the intent of the parties hereto to act in a fair and
reasonable manner with respect to the interpretation and application of
the provisions of this Agreement.

          19.  Arbitration.  Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by 
arbitration, conducted before a panel of three arbitrators in the city in
which the Executive is then based (or was last based during the Term if
the Executive has then terminated employment with the Company) in
accordance with the rules of the American Arbitration Association then in
effect.  Judgment may be entered on the arbitrator's award in any court

                                     13  
<PAGE>

having jurisdiction over the parties; provided however, that the Company
shall be entitled to seek a restraining order or injunction in any court
of competent jurisdiction to prevent any continuation of any violation of
the provisions of Sections 7 or 8 of the Employment Agreement and provided
further that the Executive shall be entitled to seek specific performance
of his right to be paid during the pendency of any dispute or controversy
arising under or in connection with this Agreement.  The fees and expense
of the arbitrator shall be borne by the Company.
          20.  Attorney's Fees.  In the event of any arbitration or
litigation arising under this Agreement, the prevailing party shall be
entitled to recover his or its reasonable attorney's fees from the other
party.


















                     [signature page follows]


                                     14  
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.


                         INTERNATIONAL TECHNOLOGY CORPORATION
                         IT CORPORATION

                         By: /s/                                         
                             -------------------------------------       
                            Name:  Anthony J. DeLuca 
                            Title: President and Acting
                                   Chief Executive Officer

                         
                         EXECUTIVE


                          /s/                                            
                         -------------------------------------        
                         Signature James R. Mahoney

                         23456 Hawthorne Blvd.                           
                         -------------------------------------           
 
                         Torrance, CA 90505                              
                         -------------------------------------           
                         Address

                                     15  
<PAGE>

                            SCHEDULE I
                       Management Base Case

(adjusted for Special Charges)

     
                                      Fiscal Year Ended
                      ----------------------------------------------------
                      03/31/97  03/31/98  03/31/99  03/31/2000  03/31/2001
                      --------  --------  --------  ----------  ----------

     Revs              392,416   586,000   760,000    835,000      na
     EBITDA             24,529    49,483    68,858     79,594      na
     Net Income          2,532    15,892    26,086     31,979      na
      (B/f Pref Divs)


                                     16  
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