EMPLOYMENT AGREEMENT


          THIS AGREEMENT entered into as of the 27th day of March, 1996
by and between Envirodyne Industries, Inc., a Delaware corporation with
its principal office at 701 Harger Road, Oak Brook, Illinois 60521 (the
"Company") and F. Edward Gustafson, an individual ("Executive")
(hereinafter together referred to as "the parties").

          WHEREAS, Executive has served as Executive Vice President and
Chief Operating Officer of the Company; and

          WHEREAS, the Company and Executive desire that Executive serve
as Chairman of the Board, President and Chief Executive Office of the
Company on the terms set forth herein.

          NOW, THEREFORE, in consideration of the mutual agreements and
covenants of the parties contained herein, the parties agree as follows:

          1.     Employment Term.  The Company shall employ Executive
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and Executive agrees to be employed by the Company; pursuant to the
terms and conditions hereof; for the period (the "Employment Term")
commencing on the date hereof and ending on March 26, 1999; provided,
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however, that on March 26, 1997 and on each subsequent anniversary
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thereof, the Employment Term shall automatically be extended for a
period of one year unless either party shall have given written notice
to the other party not less than thirty days prior to March 27, 1997 or
any subsequent anniversary thereof that the Employment Term shall not be
so extended.

          2.     Duties.  During the Employment Term, Executive shall
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serve as Chairman of the Board, President and Chief Executive Officer of
the Company, and the Company shall use its best efforts to cause
Executive to be elected as a director of the Company during the
Employment Term.  Executive shall perform such services and duties
prescribed for such positions by the Company's By-laws and as are
otherwise incident to such positions and such other services and duties
not inconsistent with such positions as may be determined from time to
time by the Board of Directors of the Company (the "Board").  Subject to
the terms and conditions of this Agreement, Executive shall devote his
full business time, attention and skills, to the best of his abilities,
to the performance of such services and duties, and use his best efforts
to promote the interests of the Company and its subsidiaries.  Nothing
in this Agreement shall preclude Executive from engaging in charitable
and community affairs, from managing his personal investments or, except
as otherwise provided in Sections 9(b) and (c), from serving as a member
of the board of directors or a trustee of other companies, associations
or entities, provided, however, that such activities do not interfere in
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any material respect with Executive's performance of his obligations to
the Company hereunder.  Executive's principal place of employment shall
be located in the greater Chicago metropolitan area, and the Company
shall not require Executive to relocate from such area without
Executive's prior written consent.

          3.     Compensation.  In consideration of the performance by
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Executive of his obligations hereunder, the Company shall pay Executive
the amounts hereinafter set forth.

               (a)     During the Employment Term, the Company shall pay
Executive (i) a salary (the "Base Salary") at an annual rate of not less
than $450,000, plus (ii) $30,000 per year in lieu of a Company-provided
automobile, both payable in substantially equal installments in
accordance with the normal payroll practices of the Company then in
effect for other offices of the Company.  As of each anniversary of the
date of this Agreement, Executive's Base Salary shall be increased by
such amount as shall be determined by the Compensation Committee of the
Board in a manner consistent with its most recent determination of
increases in base salary of other senior officers of the Company.

               (b)     If for the fiscal year of the Company ending
during 1996, the Company's Earnings Before Interest, Taxes, Depreciation
and Amortization ("EBITDA") (as determined by the Company's independent
accounts based on the Company's audited financial statements for such
fiscal year) exceeds $100,000,000, the Company shall pay Executive,
within 2-1/2 months after the end of such fiscal year, an annual bonus
equal to the percentage of Executive's Base Salary set forth on Schedule
A attached hereto, based on the amount by which EBITDA exceeds
$100,000,000.  The annual bonus payable to Executive for subsequent
fiscal years of the Company ending during the Employment Term shall be
based upon such financial or other performance criteria related to the
Company and its businesses are attained, which criteria shall be
established by the Compensation Committee of the Board, in its sole
discretion, upon consultation with the Executive;

               (c)     (1)     Upon execution of this Agreement, the
Company shall grant to Executive two options, each of which shall cover
an aggregate of 35,000 shares of the Company's common stock, subject to
the terms and conditions set forth in paragraph (c)(3) below.  

               (2)     In addition, upon execution of this Agreement the
Company shall grant to Executive an additional option (the "Additional
Option") covering 75,000 shares of the Company's Common Stock, subject
to the terms and conditions set forth in this paragraph (c)(2) and in
paragraph (c)(3) below:  If for the Company's fiscal year ending in
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1996, the Company's EBITDA (as determined above) shall exceed
$103,600,000, then on March 27, 1997 (if the Employment Term has not yet
ended), subject to the terms and conditions set forth in paragraph
(c)(3) below, the Additional Option shall become vested and exercisable
with respect to shares of the Company's common stock in the number of
shares determined based upon the amount of the Company's EBITDA, as
follows:

               (a)     if the Company's EBITDA exceeds $103,600,000, but 
               not $108,000,000, 25,000 shares of Company common stock;

               (b)     if the Company's EBITDA exceeds $108,000,000 but 
               not $112,000,000, 50,000 shares of Company common stock;
               or

               (c)     if the Company's EBITDA exceeds $112,000,000,
               75,000 shares of Company commons stock.

If the Company's EBITDA shall not exceed $103,600,000 for such fiscal
year, the Additional Option shall not become vested and exercisable.

               (3)     All options to be granted pursuant to this
Agreement shall have a per share exercise price equal to the fair market
value of a share of the Company's common stock on the date of grant and
shall be subject to the general terms and conditions established by the
Company's Compensation Committee and as set forth in the form of stock
option agreement in use under the Company's 1993 Stock Option Plan (as
amended and restated through March 27, 1996) (the "Stock Option Plan"),
provided any portion of the Additional Option granted pursuant to
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paragraph (c)(2) above that becomes vested on account of the Company's
performance pursuant to paragraph (c)(2)(a), (b) or (c) above and one of
                                                        -----
the options granted pursuant to subparagraph (c)(1) above shall become
exercisable with respect to one-third of the shares covered thereby on
each of March 27, 1998, March 27, 1999 and March 27, 2000, if the
Employment Term has not yet ended on such dates.

               (d)     Upon execution of this Agreement, the Company
shall grant to Executive 35,000 restricted shares of the Company's
common stock but subject to any notification requirement imposed by the
National Association of Securities Dealers.  Such shares shall be
non-transferrable and subject to the restriction that they shall be
forfeited to the Company if Executive's employment by the Company is
terminated by the Company for cause as defined herein or voluntarily by
Executive, other than on account of Good Reason or Executive's death or
Disability, prior to March 27, 1999.

          4.     Benefits.  During the Employment Term, Executive shall
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be entitled to participate in any employee benefit plans (including, but
not limited to, any life insurance, disability, medical, dental,
hospitalization, savings, retirement and other benefit plans of the
Company) then in effect for executive officers of the Company and to
receive any other fringe benefits that the Company then provides to
executive officers of the Company to the extent Executive meets the
eligibility requirements for any such plan or benefit; provided,
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however, that Executive shall be provided life insurance protection
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provided to Executive in an amount not be less than $500,000. 

          5.     Reimbursements for Expenses.  Executive is authorized
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to incur reasonable expenses in the performance of his duties hereunder,
including without limitation, country club dues (up to $8,500 per year),
expenses for travel and similar items related to such duties.  The
Company also shall pay or reimburse Executive up to $5,000 per year for
financial consulting services.  The Company shall reimburse Executive or
pay for all such expenses upon presentation by Executive from time to
time of an itemized account of such expenditures.  The Company also
shall establish a nonqualified, unfunded program whereby Executive can
defer compensation under the terms of the Company's "401(k) plan" in
excess of the limits imposed on such deferrals by the Internal Revenue
Code.  The Company shall pay or reimburse Executive for the reasonable
attorneys' fees and related expenses incurred by Executive in connection
with the negotiation of this Agreement.

          6.     Vacations.  During the Employment Term, Executive shall
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be entitled to paid vacations of no less than six weeks per year.

          7.     Termination.  Executive's employment hereunder may be
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terminated under the following circumstances:

               (a)     Death.  Executive's employment hereunder shall
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terminate automatically upon Executive's death.

               (b)     Disability.  The Company or Executive may
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terminate Executive's employment after having established Executive's
Disability.  For purposes of this Agreement, "Disability" shall be
established if Executive shall be unable to perform fully his duties
hereunder because of illness, physical or mental disability or other
incapacity, as confirmed by medical evidence satisfactory to the
Compensation Committee, that is expected to prevent him from returning
to the full performance of his duties hereunder for six months or
longer.  

               (c)     Cause.  The Company may terminate Executive's
                       -----
employment for "Cause."  Cause shall mean a finding adopted in good
faith by the Board that Executive (i) willfully failed to substantially
perform his services or duties for the Company (other than a failure
resulting from Executive's Disability) and such failure continues for 30
days after the Board has given written notice to Executive providing a
reasonable description of the basis for the determination that Executive
has failed to perform his services or duties, (ii) has been convicted of
(or plead nolo contendere to) a felony or to a misdemeanor involving
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moral turpitude or the use of a controlled substance, (iii) has breached
this Agreement in any material respect if such breach is not cured or
remedied within 30 days after the Board has given written notice to
Executive providing a reasonable description of the breach, or (iv)
engaged in embezzlement or misappropriation of the assets of the Company
or any of its subsidiaries or (v) engaged in conduct constituting
willful malfeasance in connection with his employment which is
materially injurious to the Company and its subsidiaries taken as a
whole.  Notwithstanding anything contained in this Agreement to the
contrary, no failure to perform by Executive after Notice of Termination
(as hereinafter defined) is given by Executive shall constitute Cause
for purposes of this Agreement.  No act, or failure to act, on
Executive's part, shall be considered "willful" for purposes of (i) or
(v) above unless he has acted to failed to act with an absence of good
faith and without a reasonable belief that his action or failure to act
was in the best interests of the Company.  Any action of the Board to
terminate Executive for cause under clause (i), (iii), (iv) or (v) of
the preceding sentence shall not be made until after Executive and his
legal advisors have been provided an opportunity to meet with the Board,
contest the basis for such termination and to demonstrate that
Executive's continued employment is in the best interests of the
Company.

               (d)     (1)     Good Reason.  Executive may terminate his
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employment for "Good Reason."  As used in this Section 7(d), the term
"Company" shall also refer to its successor entity or any entity which
has acquired control of the Company as a result of a Change in Control. 
For purposes of this Agreement, Good Reason shall mean the occurrence of
any of the events or conditions described in Subsections (i) through
(vi) hereof:

(i)     Executive no longer serving as Chairman of the
Board, President and Chief Executive Officer of the
Company, or the assignment to Executive of any duties
or responsibilities which are inconsistent with the
status, title, position or responsibilities of
Chairman of the Board, President and Chief Executive
Officer of the Company (which assignment is not
rescinded after the Company receives written notice
from Executive providing a reasonable description of
such inconsistency); provided, however, that a
cessation of the Company's status as a reporting
Company under Section 12(g) of the Securities Exchange
Act of 1934 shall not by itself result in a violation
of this clause;

(ii)     the Company's requiring Executive to be based
at any place outside a 30-mile radius from the
principal location from which Executive served as an
employee of the Company immediately prior to the
Change in Control, except for reasonably required
travel on the Company's business which is not
materially greater than such travel requirements prior
to the Change in Control;
(iii)     the failure by the Company to provide
Executive with compensation and benefits substantially
comparable, in the aggregate, to those provided for
under the employee benefit plans, programs and
practices in effect immediately prior to the Change in
Control;

(iv)     any material breach by the Company of any
provision of this Agreement which has not been cured
or corrected by the Company within two weeks after
Executive has given the Company written notice of such
breach; or
     
(v)     the failure of the Company to obtain an
agreement, satisfactory to Executive, from any
successor or assign of the Company to assume and agree
to perform this Agreement, as contemplated in Section
12 hereof.

                    (2)     Executive's right to terminate his
employment pursuant to this Section 7(d) shall not be affected by his
Disability if as of the occurrence of an event constituting Good Reason,
his Employment has not terminated pursuant to paragraph 7(b) hereof. 

               (e)     For purposes of this Agreement, a "Change in
Control" shall mean any of the following events:

                    (1)     any Person (an "Acquiring Person") becomes
the "beneficial owner" (as such term is defined in Rule 13d-3
promulgated under the Exchange Act, a "Beneficial Owner"), directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities,
other than beneficial ownership by the Company, any employee benefit
plan of the Company or any person or entity organized, appointed or
established pursuant to the terms of any such benefit plan;

                    (2)     the Company's stockholders approve an
agreement to merge or consolidate the Company with another corporation,
or an agreement providing for the sale of substantially all of the
assets of the Company to one or more corporations, in any case other
than with or to a corporation 50% or more of which is controlled by or
is under common control with, the Company; or

                    (3)     during any two-year period, individuals who
at the date on which the period commences constitute a majority of the
Board cease to constitute a majority thereof for any reason; provided,
however, that a director who was not a director at the beginning of such
period shall be deemed to have satisfied the two-year requirement if
such director was elected by, or on the recommendation of, at least a
majority of the directors who were directors at the beginning of such
period (either actually or by prior operation of this provision), other
than any director who is so approved in connection with any actual or
threatened contest for election to positions on the Board.

               (f)     Notice of Termination.  Any purported termination
of Executive's employment hereunder by the Company for Cause or by
Executive for Good Reason or by reason of Executive's Disability shall
be communicated by a written Notice of Termination to the other.  For
purposes of this Agreement, a "Notice of Termination" shall mean a
notice which indicates the specific termination provision in this
Agreement relied upon as a basis for termination.  For purposes of this
Agreement, no such purported termination of employment shall be
effective without such Notice of Termination.

               (g)     Termination Date.  "Termination Date" shall mean
in the case of Executive's death, his date of death, or in all other
cases, the date specified in the Notice of Termination; provided,
however, that if Executive terminates his employment for Good Reason,
the date specified in the Notice of Termination shall not be more than
30 days from the date the Notice of Termination is given to the Company
and if the Company terminates Executive's employment other than for
Cause, the date specified in the Notice of Termination shall be no less
than 30 days from the date the Notice of Termination is given to
Executive.

          8.     Compensation Upon Termination.  Upon termination of 
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Executive's employment during the Employment Term, Executive shall be
entitled to the following benefits:

               (a)     If Executive's employment is terminated by the
Company for Cause or by Executive (other than for Good Reason or
Executive's Disability), the Company shall pay to Executive all amounts
earned or accrued hereunder through the Termination Date but not paid as
of the Termination Date, including (i) Base Salary, (ii) reimbursement
(in accordance with the terms of this Agreement) for any and all monies
advanced or expenses incurred in connection with Executive's employment
for reasonable and necessary expenses incurred by Executive on behalf of
the Company for the period ending on the Termination Date, (iii) accrued
but unpaid vacation pay, (iv) any earned or awarded and vested, but
unpaid bonus for any fiscal year of the Company ending prior to the year
in which such termination occurs and (v) any previous compensation which
Executive has previously deferred (including any interest earned or
credited thereon) (collectively, "Accrued Compensation").  Executive's
entitlement to any other benefits shall be determined in accordance with
the Company's employee benefit plans and other applicable programs and
practices then in effect, including but not limited to the plan
described in Section 3(d) hereof, and all unexercisable stock options
and unvested restricted stock shall be forfeited.

               (b)     Subject to the last sentence of Section 8(c), if
Executive's employment is terminated by the Company for any reason other
than for Cause, death or Disability, or by Executive for Good Reason the
Company shall pay to Executive all Accrued Compensation plus (ii) 200%
of Executive's Base Salary and the amount of the bonus which would have
been payable to Executive pursuant to Section 3(b) hereof in respect of
the year of the Employment Term in which the Termination Date occurs and
calculated as if Executive were employed by the Company as of the end of
such year (but, to the extent the bonus is contingent on the achievement
of performance targets, based on whether such targets were actually
achieved as of the Termination Date) multiplied by a fraction, the
numerator of which shall be the number of days in such year which have
elapsed prior to the Termination Date and the denominator of which shall
be the number of days in such year.  In addition, Executive shall be
entitled to coverage for 24 calendar months following the month on which
the Termination Date occurs under the life insurance, medical, dental
and hospitalization benefits which Executive would have been entitled to
receive if he had continued his employment with the Company for such
period, on the terms and conditions applicable to other executive
officers of the Company as in effect from time to time during such
period.  Executive's entitlement to any other benefits shall be
determined in accordance with the Company's employee benefit plans and
other programs and practices then in effect, including but not limited
to the plan described in Section 3(d) hereof.  All outstanding stock
options and restricted stock granted or issued pursuant to this
Agreement shall become exercisable, vested and nonforfeitable.

               (c)     If Executive's employment by the Company is
terminated by the Company following a Change in Control other than for
Cause, death or Disability, or by Executive for Good Reason, then
Executive shall be entitled to the amounts described in paragraph (b)
above and except that in applying clause (ii) thereof, it shall be
assumed that the bonus to which the Executive shall be entitled shall be
equal to 50% of Base Salary irrespective of the Company's performance or
the date on which the termination occurs.

               (d)     If Executive's employment by the Company is
terminated by reason of Executive's death, Executive's estate or
designated beneficiaries shall receive:

                  (i)     all of Executive's Accrued Compensation; and 

                  (ii)     and any death benefits provided under the
                  employee benefits plans specified in Section 4 hereof;
                  and

               (e)     If Executive's employment by the Company is
terminated by the Company or Executive by reason of Executive's
Disability, Executive shall be entitled to receive or continue to
receive:

                  (i)     his Base Salary for the first six months of
                  such Disability (including any period of such
                  Disability prior to termination of Executive's
                  employment), and

                  (ii)     $7,500 per month thereafter until the first
                  to occur of his 65th birthday and his death.  Any
                  amounts payable pursuant to clause (ii) of the
                  preceding sentence shall be offset by any amounts
                  payable to Executive pursuant to any plan or program
                  described in paragraph 4 hereof.
               (f)     The amounts (other than any life insurance and
medical, dental and hospitalization coverage) provided for in this
Section 8 shall be paid within five (5) business days after Executive's
Termination Date.  The continuation of any life insurance, medical,
dental or hospitalization benefits pursuant to Section 8(b) or 8(c)
shall be in satisfaction of the Company's obligations under Section
4980B of the Internal Revenue Code of 1986, or any similar state law
requiring continuation of such insurance or benefits, with respect to
the period of time during which such insurance or benefits are continued
hereunder.

               (g)     The Company shall use its best efforts to ensure
that shares of the Company's common stock obtained by Executive from the
Company by reason of the exercise of stock options shall be covered by
an effective registration statement on Form S-8 (or similar or successor
form) with the intention that Executive may sell such shares in
compliance with the Securities Act of 1933 (whether or not he is
employed by the Company at the time of the sale).

          9.     Nondisclosure of Confidential Information; 
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Non-Competition.  (a) Executive shall not, without the prior written 
---------------
consent of the Company, divulge, disclose or make accessible to any
other person, firm, partnership, corporation or other entity any
Confidential Information pertaining to the business of the Company,
except (i) while employed by the Company, in the business of and for the
benefit of the Company, or (ii) when required to do so by a court of
competent jurisdiction, by any governmental agency having supervisory
authority over the business of the Company, or by any administrative
body or legislative body (including a committee thereof) with purported
or apparent jurisdiction to order Executive to divulge, disclose or make
accessible such information.  When Executive shall cease to be employed
by the Company, the Executive shall surrender to the Company all
Confidential Information obtained by him or entrusted to him during the
course of his employment hereunder (together with all copies thereof)
which pertain specifically to any of the businesses covered by the
covenants in this paragraph or which were paid for by the Company or any
of its subsidiary; provided, however, that the Executive may retain
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copies of such documents as necessary for the Executive's personal
records for federal income tax purposes.  For purposes of this Section
9(a), "Confidential Information" shall mean non-public information
concerning the financial data of the Company or any subsidiary,
strategic business plans, product development, bidding information (or
other proprietary product data), customer lists, marketing plans and
other proprietary and confidential information of the Company or any of
its subsidiaries, in each case which is not otherwise available to the
public.

               (b)     During the Employment Term and for a period of
two years thereafter, except with the prior written consent of the
Board, the Executive:

                    (1)     shall not engage in any activities whether
as employer, proprietor, partner, stockholder (other than the holder of
less than 5% of the stock of a corporation the securities of which are
traded on a national securities exchange or in the over-the-counter
market), director, officer, employee or otherwise, in competition with
(1) the businesses conducted at the date hereof by the Company or any of
its subsidiaries or affiliates over which he shall have exercised,
directly or indirectly, any supervisory, management, fiscal or operating
control during the Employment Term (the "Managed Companies"), or (2) any
business in which the Managed Companies are substantially engaged at any
time during the Employment Period; 

                    (2)     shall not solicit, in competition with the
Company, any person who is a customer of the businesses conducted by the
Managed Companies at the date hereof or of any business in which the
Managed Companies are substantially engaged at any time during the
Employment Period; and

                    (3)     shall not induce or attempt to persuade any
employee of the Managed Companies to terminate his employment
relationship in order to enter into competitive employment.

               (c)     For purposes of Section 9(b) hereof, a business
shall be deemed to be in competition with the Company if it is
significantly involved in the sale of any product or the rendering of
any service significantly sold or rendered by the Company or its
subsidiaries.  Nothing in this Section 9 shall be construed so as to
preclude Executive from investing in any publicly held company, provided
Executive's beneficial ownership of any class of such company's
securities does not exceed 5% of the outstanding securities of such
class.

               (d)     The following provisions shall apply to the
covenants of the Executive contained in Sections 9.01 and 9.02

                    (1)     the covenants contained in paragraphs (A)
and (B) of Section 9.01 shall apply within all territories in which any
of the Managed Companies are actively engaged in the conduct of business
during the Employment Term, including, without limitation, the
territories in which customers are then being solicited;

                    (2)     without limiting the right of the Company to
pursue all other legal and equitable remedies available for violation by
the Executive of the covenants contained in Sections 9(a) and 9(b), it
is expressly agreed by the Executive and the Company that such other
remedies cannot fully compensate the Company for any such violation and
that the Company shall be entitled to injunctive relief to prevent any
such violation or any continuing violation thereof;

                    (3)     each party intends and agrees that if in any
action before any court or agency legally empowered to enforce the
covenants contained in Sections 9(a) and 9(b) any term, restriction,
covenant or promise contained therein is found to be unreasonable and
accordingly unenforceable, then such term, restriction, covenant or
promise shall be deemed modified to the extent necessary to make it
enforceable by such court or agency; and

                    (4)     the covenants contained in Sections 9(a) and
9(b) shall survive the conclusion of Executive's Employment by the
Company.

          10.     Conditional Adjustments in Compensation.  (a) Anything
                   ---------------------------------------
in this Agreement to the contrary notwithstanding, in the event it shall
be determined that any payment or distribution by the Company or its
affiliated companies to or for the benefit of Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise ("Total Compensation")), would be subject to the
excise tax imposed by Section 4999 of the Code (the "Excise Tax") and if
it is determined that the amount of Total Compensation remaining after
payment of the Excise Tax is less than the maximum amount of Total
Compensation that could be paid without becoming subject to such Excise
Tax, the Total Compensation shall be reduced to such maximum amount.

          (b)  All determinations required to be made under this Section
10, and the assumptions to be utilized in arriving at such
determination, shall be made by the Company's public accounting firm
(the "Accounting Firm") which shall provide detailed supporting
calculations both to the Company and Executive within 15 business days
of a request therefor by either Executive or the Company.  In the event
that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting a Change in Control, Executive
shall appoint another nationally recognized public accounting firm to
make the determinations required hereunder (which accounting firm shall
then be referred to as the Accounting Firm hereunder).  All fees and
expenses of the Accounting Firm shall be borne solely by the Company. 
If the Accounting Firm determines that no Excise Tax is payable by
Executive, it shall furnish Executive with a written opinion that
failure to report the Excise tax on Executive's applicable federal
income tax return would not result in the imposition of a negligence or
similar penalty.  Any determination by the Accounting Firm shall be
binding upon the Company and Executive.

          11.     Withholding.  Anything to the contrary herein
                  -----------
notwithstanding, all payments required to be made by the Company
hereunder to Executive, or his estate or beneficiaries, shall be subject
to the withholding of such amounts as the Company may reasonably
determine it should withhold pursuant to any applicable tax law or
regulation.

          12.     Beneficiaries; References.  Executive shall be
                  -------------------------
entitled but shall not be required to select (and change, to the extent
permitted under any applicable law) a beneficiary of beneficiaries to
receive any compensation or benefit payable hereunder following
Executive's death, and may change such election, in either case by
giving the Company written notice thereof.  In the event of Executive's
death or a judicial determination of his incompetence, reference in this
Agreement to Executive shall be deemed, where appropriate, to refer to
his beneficiary, estate or other legal representative.

          13.     Successors and Assigns.
                  ----------------------

               (a)     This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and the
Company shall require any successor or assign to expressly assume and
agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such
succession or assignment had taken place.  The term "the Company" as
used herein shall include such successors and assigns.  The term
"successors and assigns" as used herein shall mean a corporation or
other entity acquiring all or substantially all of the assets and
business of the Company (including this Agreement) whether by operation
of law or otherwise.

               (b)     Neither this Agreement nor any right or interest
hereunder shall be assignable or transferable by Executive, his
beneficiaries or legal representatives, except by will or by the laws of
descent and distribution.  This Agreement shall inure to the benefit of
and be enforceable by Executive's legal personal representative.

          14.     Notice.  For the purposes of this Agreement, notices
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and all other communications provided for in this Agreement (including
the Notice of Termination) shall be in writing and shall be deemed to
have been duly given when personally delivered or sent by certified mail
return receipt requested, postage prepaid, addressed to the respective
address last given by each party to the other, provided that all notices
to the Company shall be directed to the attention of the Board with a
copy to the Secretary of the Company.  All notices and communications
shall be deemed to have been received on the date of delivery thereof or
on the third business day after the mailing thereof, except that notice
of change of address shall be effective only upon receipt.

          15.     Non-Exclusivity of Rights.  Nothing in this Agreement
                  -------------------------
shall limit or reduce such rights as Executive may have under any other
agreements with the Company or any of its subsidiaries concerning any
subject matter other than that which is addressed herein; provided,
however, that the payments and benefits provided under Section 8 shall
be in lieu of any other termination benefits (including severance,
notice and pay and salary continuation) to which Executive may otherwise
be entitled, and executive hereby waives any and all rights to such
other termination benefits; provided further, however, that nothing
contained in this Agreement shall be construed to affect or diminish
Executive's direct or indirect rights under the Amended and Restated
Management Services Agreement dated December 31, 1993 between the
Company and D.P. Kelly & Associates, L.P.  Amounts which are vested
benefits or which Executive is otherwise entitled to receive under any
plan or program of the Company or any of its subsidiaries shall be
payable in accordance with such plan or program, except as explicitly
modified by this Agreement.

          16.     Miscellaneous.  No provision of this Agreement may be 
                  -------------
modified, waived or discharged unless such waiver, modification, or
discharge is agreed to in writing and signed by Executive and the
Company.  No waiver by either party hereto at any time of any breach by
the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.  No agreement or
representations, oral or otherwise, express or implied, with respect to
the subject matter hereof have been made by either party which are not
expressly set forth in this Agreement.

          17.     Governing Law.  This Agreement shall be governed by,
                  -------------
and construed and enforced in accordance with, the laws of the State of
Illinois, without giving effect to the conflict of law principles
thereof.

          18.     Severability.  The provisions of this Agreement shall
                  ------------
be deemed severable and the invalidity or unenforceability of any
provision shall not affect the validity or enforceability of the other
provisions hereof.

          19.     Entire Agreement.  This Agreement constitutes the
                  ----------------
entire agreement between the parties hereto and supersedes all prior
agreements, if any, understandings and arrangements, oral or written,
between the parties hereto with respect to the subject matter hereof.

          IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer and Executive has executed
this Agreement as of the day and year first above written.

                              ENVIRODYNE INDUSTRIES, INC.

                              By:________________________________
                                 Title:

                              ___________________________________
                              F. Edward Gustafson