EXHIBIT 4.4


                          NDE ENVIRONMENTAL CORPORATION
                               1995 INCENTIVE PLAN
                           FOR NONMANAGEMENT EMPLOYEES


1.   Objectives.  The NDE Environmental  Corporation  1995  Incentive  Plan  for
Nonmanagement Employees (the "Plan") is designed to retain selected employees of
NDE  Environmental  Corporation  (the "Company") and its Subsidiaries and reward
them for making significant  contributions to the success of the Company and its
Subsidiaries. These objectives are to be accomplished by making awards under the
Plan and  thereby  providing  Participants  with a  proprietary  interest in the
growth and performance of the Company and its Subsidiaries.

2.   Definitions.  As used herein,  the  terms set forth  below  shall  have the
following respective meanings:

     "Award" means the grant of any form of  non-qualified  stock option,  stock
appreciation  right,  stock  award or cash award,  whether  granted  singly,  in
combination or in tandem,  to a Participant  pursuant to any  applicable  terms,
conditions  and  limitations  as the Committee may establish in order to fulfill
the objectives of the Plan.

     "Award  Agreement"  means a written  agreement  between  the  Company and a
Participant that sets forth the terms,  conditions and limitations applicable to
an Award.

     "Board" means the Board of Directors of the Company.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time.

     "Committee" means the Board or such committee of the Board as is designated
by the Board to administer the Plan.

     "Common Stock" means the Common Stock,  par value $.0001 per share,  of the
Company.

     "Director" means an individual serving as a member of the Board.

     "Fair Market Value" means,  as of a particular  date,  (a) if the shares of
Common Stock are listed on a national securities exchange,  the mean between the
highest  and lowest  sales price per share of Common  Stock on the  consolidated
transaction reporting system for the principal such national securities exchange
on that  date,  or, if there  shall have been no such sale so  reported  on that
date, on the last  preceding  date on which such a sale was so reported,  (b) if
the  shares of  Common  Stock are not so  listed  but are  quoted on the  Nasdaq
National  Market,  the mean between the highest and lowest sales price per share
of Common Stock on the Nasdaq  National  Market on that date, or, if there shall
have been no such sale so reported on that date, on the last preceding date on

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                                                                     EXHIBIT 4.4

which such a sale was so  reported,  (c) if the Common Stock is not so listed or
quoted,  the mean  between the closing bid and asked price on that date,  or, if
there are no quotations  available for such date, on the last  preceding date on
which such  quotations  shall be  available,  as reported by Nasdaq,  or, if not
reported by Nasdaq, by the National Quotation Bureau, Inc. or (d) if none of the
above is  applicable,  such amount as may be  determined  by the Board,  in good
faith, to be the fair market value per share of Common Stock.

     "Participant"  means an employee of the Company or any of its  Subsidiaries
to whom an Award has been made under this Plan.

     "Restricted  Stock"  means Common  Stock that is  restricted  or subject to
forfeiture provisions.

     "Subsidiary"  means  any  corporation  of which  the  Company  directly  or
indirectly  owns shares  representing  more than 50% of the voting  power of all
classes or series of capital stock of such  corporation  which have the right to
vote  generally  on  matters  submitted  to a vote of the  shareholders  of such
corporation.

3.   Eligibility.  All employees of the Company and its Subsidiaries, other than
employees  who  are  executive  officers  or  Directors  of the  Company  or its
Subsidiaries,  are  eligible  for Awards under this Plan.  The  Committee  shall
select  the  Participants  in the Plan  from time to time by the grant of Awards
under  the Plan.  The  granting  of Awards  under  this Plan  shall be  entirely
discretionary  and nothing in this Plan shall be deemed to give any  employee of
the Company or its  Subsidiaries  any right to participate in this Plan or to be
granted an Award.

4.   Common  Stock  Available for Awards.  There shall be  available  for Awards
granted wholly or partly in Common Stock (including  rights or options which may
be  exercised  for or settled in Common  Stock)  during the term of this Plan an
aggregate of 250,000  shares of Common Stock,  subject to adjustment as provided
in Section 14. The Board and the appropriate  officers of the Company shall from
time to time take whatever actions are necessary to file required documents with
governmental  authorities and stock exchanges and transaction  reporting systems
to make shares of Common Stock available for issuance pursuant to Awards. Common
Stock related to Awards that are forfeited or  terminated,  expire  unexercised,
are settled in cash in lieu of Common Stock or in a manner such that all or some
of the  shares  covered  by an Award  are not  issued to a  Participant,  or are
exchanged for Awards that do not involve Common Stock,  shall immediately become
available for Awards hereunder.

5.   Administration.  This Plan shall be  administered  by the Committee,  which
shall have full and  exclusive  power to  interpret  this Plan and to adopt such
rules,  regulations  and  guidelines  for  carrying out this Plan as it may deem
necessary  or  proper,  all of  which  powers  shall  be  exercised  in the best
interests of the Company and in keeping with the  objectives  of this Plan.  The
Committee   may,  in  its   discretion,   provide  for  the   extension  of  the
exercisability  of an Award,  accelerate  the  vesting or  exercisability  of an
Award,  eliminate  or make less  restrictive  any  restrictions  contained in an
Award,  waive any  restriction  or other  provision  of this Plan or an Award or
otherwise amend or modify an Award in any manner that is either (a) not adverse

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to the Participant  holding such Award or (b) consented to by such  Participant.
The  Committee  may correct any defect or supply any omission or  reconcile  any
inconsistency  in this Plan or in any Award in the  manner and to the extent the
Committee deems necessary or desirable to carry it into effect.  Any decision of
the Committee in the  interpretation  and  administration of this Plan shall lie
within  its sole and  absolute  discretion  and shall be final,  conclusive  and
binding on all parties  concerned.  No member of the Committee or officer of the
Company to whom it has delegated  authority in accordance with the provisions of
Section 6 of this Plan shall be liable for  anything  done or omitted to be done
by him or her, by any member of the  Committee  or by any officer of the Company
in connection with the performance of any duties under this Plan, except for his
or her own willful misconduct or as expressly provided by statute.

6.   Delegation of Authority.  The Committee may delegate to the Chairman of the
Board of Directors,  the  President and to other senior  officers of the Company
its duties under this Plan  pursuant to such  conditions or  limitations  as the
Committee may establish.

7.   Awards.  The  Committee  shall  determine the type or types of Awards to be
made to each  Participant  under this Plan.  Each Award made hereunder  shall be
embodied in an Award Agreement,  which shall contain such terms,  conditions and
limitations  as shall be determined by the Committee in its sole  discretion and
shall be signed by the Participant and by the President or any Vice President of
the Company for and on behalf of the  Company.  An Award  Agreement  may include
provisions for the  repurchase by the Company of Common Stock acquired  pursuant
to the Plan and the repurchase of a Participant's  option rights under the Plan.
Awards may consist of those listed in this Section 7 and may be granted  singly,
in combination or in tandem. Awards may also be made in combination or in tandem
with, in replacement  of, or as  alternatives to grants or rights (a) under this
Plan or any  other  employee  plan of the  Company  or any of its  Subsidiaries,
including  the  plan of any  acquired  entity,  or (b)  made to any  Company  or
Subsidiary  employee by the Company or any Subsidiary.  An Award may provide for
the granting or issuance of additional,  replacement or alternative  Awards upon
the  occurrence  of  specified  events,  including  the exercise of the original
Award.

     (i)  Stock Option.  An Award may consist of a right to purchase a specified
          number of shares of Common Stock at a price specified by the Committee
          in the Award Agreement or otherwise.

     (ii) Stock Appreciation Right. An Award may consist of a right to receive a
          payment,  in cash or  Common  Stock,  equal to the  excess of the Fair
          Market Value or other  specified  valuation  of a specified  number of
          shares  of  Common  Stock  on the date the  stock  appreciation  right
          ("SAR") is exercised over a specified strike price as set forth in the
          applicable Award Agreement.


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     (iii)Stock  Award.  An  Award  may  consist  of  Common  Stock  or  may  be
          denominated  in units of Common Stock.  All or part of any stock Award
          may be subject to  conditions  established  by the  Committee  and set
          forth in the Award Agreement,  which  conditions may include,  but are
          not  limited  to,   continuous   service  with  the  Company  and  its
          Subsidiaries,  achievement of specific business objectives,  increases
          in  specified  indices,  attaining  specified  growth  rates and other
          comparable  measurements of  performance.  Such Awards may be based on
          Fair Market  Value or other  specified  valuations.  The  certificates
          evidencing  shares of Common Stock issued in  connection  with a stock
          Award shall contain  appropriate  legends and restrictions  describing
          the terms and conditions of the restrictions applicable thereto.

     (iv) Cash Award. An Award may be denominated in cash with the amount of the
          eventual payment subject to future service and such other restrictions
          and conditions as may be established by the Committee and set forth in
          the Award Agreement, including, but not limited to, continuous service
          with  the  Company  and  its  Subsidiaries,  achievement  of  specific
          business  objectives,   increases  in  specified  indices,   attaining
          specified   growth  rates  and  other   comparable   measurements   of
          performance.

8.   Payment of Awards.

     (a)  General.  Payment  of Awards may be made in the form of cash or Common
Stock or combinations thereof and may include such restrictions as the Committee
shall determine including, in the case of Common Stock, restrictions on transfer
and forfeiture provisions.

     (b) Deferral.  The Committee may, in its  discretion,  (i) permit  selected
Participants  to elect to  defer  payments  of some or all  types of  Awards  in
accordance with procedures  established by the Committee or (ii) provide for the
deferral of an Award in an Award  Agreement or otherwise.  Any such deferral may
be in the form of  installment  payments  or a  future  lump  sum  payment.  Any
deferred  payment,  whether elected by the Participant or specified by the Award
Agreement  or by the  Committee,  may be forfeited if and to the extent that the
Award Agreement so provides.

     (c) Dividends and Interest.  Dividends or dividend equivalent rights may be
extended to and made part of any Award  denominated  in Common Stock or units of
Common  Stock,  subject  to  such  terms,  conditions  and  restrictions  as the
Committee may establish.  The Committee may also establish  rules and procedures
for the crediting of interest on deferred cash payments and dividend equivalents
for deferred payment denominated in Common Stock or units of Common Stock.

     (d)  Substitution  of  Awards.  At  the  discretion  of  the  Committee,  a
Participant  may be offered an election to substitute an Award for another Award
or Awards of the same or different type.

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9.   Stock Option  Exercise.  The price at which  shares of Common  Stock may be
purchased  under a stock option shall be paid in full at the time of exercise in
cash or, if permitted by the  Committee,  by means of tendering  Common Stock or
surrendering all or part of that or any other Award, including Restricted Stock,
valued at Fair Market Value on the date of exercise, or any combination thereof.
The Committee shall determine  acceptable  methods for tendering Common Stock or
Awards to exercise a stock option as it deems  appropriate.  If permitted by the
Committee,  payment may be made by successive exercises by the Participant.  The
Committee  may  provide  for  procedures  to permit the  exercise or purchase of
Awards by (a) loans from the  Company or (b) use of the  proceeds to be received
from the sale of Common Stock issuable  pursuant to an Award.  Unless  otherwise
provided in the applicable  Award  Agreement,  in the event shares of Restricted
Stock are tendered as consideration for the exercise of a stock option, a number
of the shares issued upon the exercise of the stock option,  equal to the number
of shares of Restricted Stock used as consideration  therefor,  shall be subject
to the same  restrictions  as the  Restricted  Stock so submitted as well as any
additional restrictions that may be imposed by the Committee.

10.  Tax  Withholding.  The  Company  shall have the right to deduct  applicable
taxes from any Award payment and withhold, at the time of delivery or vesting of
cash or shares of Common Stock under this Plan, an appropriate amount of cash or
number of shares of Common Stock or a  combination  thereof for payment of taxes
required by law or to take such other  action as may be necessary in the opinion
of the Company to satisfy all  obligations  for  withholding of such taxes.  The
Committee  may also permit  withholding  to be  satisfied by the transfer to the
Company of shares of Common Stock  theretofore  owned by the holder of the Award
with respect to which  withholding  is  required.  If shares of Common Stock are
used to satisfy tax  withholding,  such shares shall be valued based on the Fair
Market Value when the tax withholding is required to be made.

11.  Amendment,  Modification,  Suspension or Termination.  The Board may amend,
modify,  suspend or terminate this Plan for the purpose of meeting or addressing
any changes in legal  requirements  or for any other  purpose  permitted  by law
except that (a) no amendment or  alteration  that would impair the rights of any
Participant under any Award previously granted to such Participant shall be made
without such  Participant's  consent and (b) no amendment or alteration shall be
effective  prior to approval by the  Company's  shareholders  to the extent such
approval is then required by applicable law.

12.  Termination  of  Employment.  Upon  the  termination  of  employment  by  a
Participant,  any  unexercised,  deferred or unpaid  Awards  shall be treated as
provided in the specific Award  Agreement  evidencing the Award. In the event of
such a  termination,  the  Committee  may,  in its  discretion,  provide for the
extension  of  the  exercisability  of  an  Award,  accelerate  the  vesting  or
exercisability of an Award,  eliminate or make less restrictive any restrictions
contained in an Award,  waive any restriction or other provision of this Plan or
an Award or otherwise amend or modify the Award in any manner that is either (a)
not adverse to such Participant or (b) consented to by such Participant.

13.  Assignability.   The  Committee  may  include  in  Award   Agreements  such
restrictions on transfer as it may determine in its sole discretion.

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14.  Adjustments.

     (a) The existence of outstanding  Awards shall not affect in any manner the
right or power of the Company or its  shareholders  to make or authorize  any or
all  adjustments,  recapitalizations,  reorganizations  or other  changes in the
capital stock of the Company or its business or any merger or  consolidation  of
the Company,  or any issue of bonds,  debentures,  preferred or prior preference
stock  (whether or not such issue is prior to, on a parity with or junior to the
Common Stock) or the  dissolution or liquidation of the Company,  or any sale or
transfer of all or any part of its assets or  business,  or any other  corporate
act or proceeding of any kind,  whether or not of a character similar to that of
the acts or proceedings enumerated above.

     (b) In the event of any subdivision or consolidation of outstanding  shares
of Common Stock or declaration  of a dividend  payable in shares of Common Stock
or capital  reorganization or reclassification or other transaction involving an
increase or reduction in the number of outstanding  shares of Common Stock,  the
Committee  may adjust  proportionally  (i) the number of shares of Common  Stock
reserved under this Plan and covered by outstanding Awards denominated in Common
Stock or units of Common  Stock;  (ii) the exercise or other price in respect of
such  Awards;  and (iii)  the  appropriate  Fair  Market  Value and other  price
determinations  for such Awards.  In the event of any consolidation or merger of
the Company with another corporation or entity or the adoption by the Company of
a plan of exchange  affecting the Common Stock or any distribution to holders of
Common  Stock of  securities  or property  (other than normal cash  dividends or
dividends payable in Common Stock), the Committee shall make such adjustments or
other  provisions  as it may  deem  equitable,  including  adjustments  to avoid
fractional  shares,  to give  proper  effect  to such  event.  In the event of a
corporate merger,  consolidation,  acquisition of property or stock, separation,
reorganization  or  liquidation,  the  Committee  shall  be  authorized,  in its
discretion,  (i) to issue or assume stock  options,  regardless  of whether in a
transaction  to  which  Section  424(a)  of  the  Code  applies,   by  means  of
substitution  of new options for  previously  issued options or an assumption of
previously issued options, (ii) to make provision, prior to the transaction, for
the acceleration of the vesting and  exercisability of, or lapse of restrictions
with respect to, Awards and the  termination of options that remain  unexercised
at the time of such  transaction or (iii) to provide for the acceleration of the
vesting  and  exercisability  of the  options  and the  cancellation  thereof in
exchange for such payment as shall be mutually  agreeable to the Participant and
the Committee.

15.  Restrictions. No Common Stock or other form of payment shall be issued with
respect to any Award unless the Company  shall be satisfied  based on the advice
of its counsel that such issuance will be in compliance with applicable  federal
and state  securities  laws.  Certificates  evidencing  shares  of Common  Stock
delivered  under this Plan may be subject to such stop transfer orders and other
restrictions  as the Committee may deem advisable  under the rules,  regulations
and other requirements of the Securities and Exchange Commission, any securities
exchange or  transaction  reporting  system upon which the Common  Stock is then
listed and any applicable  federal and state  securities  law. The Committee may
cause a legend  or  legends  to be  placed  upon any such  certificates  to make
appropriate reference to such restrictions.

16.  Unfunded Plan.  Insofar as it provides for Awards of cash,  Common Stock or
rights thereto,  this Plan shall be unfunded.  Although bookkeeping accounts may
be established with respect to Participants who are entitled to cash, Common


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Stock or rights  thereto under this Plan, any such accounts shall be used merely
as a bookkeeping convenience. The Company shall not be required to segregate any
assets  that may at any time be  represented  by cash,  Common  Stock or  rights
thereto, nor shall this Plan be construed as providing for such segregation, nor
shall the Company,  the Board or the  Committee be deemed to be a trustee of any
cash,  Common  Stock or rights  thereto  to be  granted  under  this  Plan.  Any
liability  or  obligation  of the Company to any  Participant  with respect to a
grant of cash,  Common  Stock or rights  thereto  under this Plan shall be based
solely upon any contractual obligations that may be created by this Plan and any
Award  Agreement,  and no such  liability or  obligation of the Company shall be
deemed to be secured by any pledge or other  encumbrance  on any property of the
Company.  None of the Company,  the Board or the Committee  shall be required to
give any  security or bond for the  performance  of any  obligation  that may be
created by this Plan.

17.  No Employment Guaranteed:  No provision of this Plan or any Award Agreement
hereunder shall confer any right upon any employee to continued  employment with
the Company or any Subsidiary.

18.  Rights as  Shareholder:  Unless  otherwise  provided  under the terms of an
Award Agreement,  a Participant shall have no rights as a holder of Common Stock
with respect to Awards  granted  hereunder,  unless and until  certificates  for
shares of Common Stock are issued to such Participant.

19.  Governing  Law.  This Plan and all  determinations  made and actions  taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities  laws of the United States,  shall be governed by and
construed in accordance with the laws of the State of Texas.

20.  Effective  Date of Plan.  This Plan shall be  effective as of the date (the
"Effective Date") it is approved by the Board of Directors of the Company.

                             Attested  to by the Secretary  of NDE Environmental
                             Corporation as adopted by the Board of Directors of
                             NDE Environmental  Corporation  effective as of the
                             22nd day of June, 1995 (the "Effective Date").


                                       /s/ ERIC J. HOPKINS
                             ---------------------------------------------------
                             Eric ("Rick") J. Hopkins
                             Secretary


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