EXHIBIT 10(iii) 23
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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 Franklin E.
Coffman (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

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     in good faith providing forgiveness of a certain 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 $194,000.00 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

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the 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

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     may be enforceable and/or to the maximum extent in all other respects
     as to which it may be 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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<PAGE>
                    (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 Franklin E. Coffman

                              312 Directors Drive                        
                              -------------------------------------      
     
                              Knoxville, TN 37923                        
                              -------------------------------------      
 
                              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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