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                                                                    Exhibit 10.3

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS AGREEMENT (the "AGREEMENT") is made and entered into this 18th day of
May, 2004 (the "EFFECTIVE DATE"), by and between GUNDLE/SLT ENVIRONMENTAL, INC.,
a Delaware corporation, having its corporate headquarters located at 19103
Gundle Road, Houston, Texas 77073 (hereinafter referred to as the "COMPANY"),
and SAMIR T. BADAWI (hereinafter referred to as the "EMPLOYEE").

                              W I T N E S S E T H:

     WHEREAS, the Company desires to employ the Employee in an executive
capacity and the Employee desires to remain in the Company's employ.

     NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and obligations contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Employee hereby agree as follows:

1.   CERTAIN DEFINITIONS. As used in this Agreement, the following terms have
     the meanings prescribed below:

     AFFILIATE is used in this Agreement to define a relationship to a person or
entity and means a person or entity who, directly or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control
with, such person or entity.

     BASE SALARY shall have the meaning assigned thereto in SECTION 4(a) hereof.

     BONUS shall have the meaning assigned thereto in SECTION 4(b) hereof.

     BOARD shall mean the board of directors of the Company.

     CAUSE shall have the meaning assigned thereto in SECTION 5(c) hereof.

     CHANGE IN CONTROL shall be deemed to have occurred if (i) the Company or
Parent merges or consolidates, or agrees to merge or to consolidate, with any
other corporation (other than a wholly-owned direct or indirect subsidiary of
the Company) and in which Company or Parent shareholders own less than 50% of
the surviving, resulting or continuing entity, (ii) the Company or Parent sells,
or agrees to sell, all or substantially all of its assets to any other person or
entity, (iii) the Company or Parent is dissolved, (iv) any third person or
entity together with its Affiliates (other than Code Hennessy & Simmons LLC and
its Affiliates or a management buyout of which Employee is a member) shall
become or shall have publicly announced its intention to become (by tender offer
or otherwise), directly or indirectly, the beneficial owner of at least 50% of
the common stock of the Company or Parent or (v) the individuals who constitute
the Board as of the Effective Date (the "INCUMBENT BOARD") or the individuals
who constitute the Parent Board as of the Effective Date (the "INCUMBENT PARENT
BOARD") shall cease for any reason to constitute at least a majority of the
Board or Parent Board, respectively; PROVIDED, that any person becoming a
director of the Company or Parent whose election or nomination for election was
approved by a majority of the members of the Incumbent Board or Incumbent Parent
Board,

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respectively, or who shall be appointed upon the nomination or request of Code
Hennessy & Simmons IV LP or its Affiliates shall be considered, for the purposes
of this Agreement, a member of the Incumbent Board or the Incumbent Parent
Board, respectively.

     COMMON STOCK means the Company's common stock, par value $.01 per share.

     COMPANY means Gundle/SLT Environmental, Inc., a Delaware corporation, with
its corporate headquarters located at 19103 Gundle Road, Houston. Texas 77073, a
wholly owned subsidiary of Parent.

     COMPETITIVE BUSINESS shall have the meaning assigned thereto in SECTION
10(b) hereof.

     CONFIDENTIAL INFORMATION shall have the meaning assigned thereto in SECTION
8(b) hereof.

     DATE OF TERMINATION means the earliest to occur of (i) the date of the
Employee's death, (ii) the last day of the Employment Period, or (iii) the date
of receipt of the Notice of Termination, or such later date as may be prescribed
in the Notice of Termination in accordance with SECTION 5(g) hereof.

     DISABILITY means an illness or other disability which prevents the Employee
from discharging his responsibilities under this Agreement for a period of 180
consecutive calendar days or an aggregate of 180 calendar days in any calendar
year, during an Employment Period, all as determined in good faith by the Board
or the Parent Board (or a committee thereof).

     EFFECTIVE DATE has the meaning set forth in the introduction of this
Agreement.

     EMPLOYEE means Samir T. Badawi, an individual residing at 5303 Holly
Springs Drive, Houston, Texas 77056.

     EMPLOYMENT PERIOD shall have the meaning assigned thereto in SECTION 3
hereof.

     INITIAL EMPLOYMENT PERIOD shall mean the period commencing on the Effective
Date and ending on the 18 month anniversary of the Effective Date.

     MARKET shall have the meaning assigned thereto in SECTION 10(c) hereof.

     NOTICE OF TERMINATION shall have the meaning assigned thereto in SECTION
5(g) hereof.

     PARENT shall mean GEO Holdings Corp., a Delaware corporation, which owns
all of the outstanding capital stock of the Company.

     PARENT BOARD shall mean the board of directors of Parent.

     RESTRICTED PERIOD shall have the meaning assigned thereto in SECTION 10(d)
hereof.

     VACATION TIME shall have the meaning assigned thereto in SECTION 4(d)
hereof.

     WITHOUT CAUSE shall have the meaning assigned thereto in SECTION 5(d)
hereof.

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     WORK PRODUCT shall have the meaning assigned thereto in SECTION 9 hereof.

2.   GENERAL DUTIES OF COMPANY AND EMPLOYEE.

     (a)  The Company agrees to employ the Employee, and the Employee agrees to
          accept employment by the Company to serve as the President and Chief
          Executive Officer of the Company. The authority, duties and
          responsibilities of the Employee shall include those consistent with
          such positions in business entities of similar size in the Company's
          industry and such other or additional duties as may from time to time
          be assigned to the Employee by the Board or Parent Board (or a
          committee thereof) consistent with such titles and positions. While
          employed hereunder, the Employee shall devote reasonable time and
          attention during normal business hours to the affairs of the Company
          and use his best efforts to perform faithfully and efficiently his
          duties and responsibilities.

     (b)  The Employee agrees and acknowledges that he owes a fiduciary duty of
          loyalty, fidelity and allegiance to act at all times in the best
          interests of the Company.

     (c)  The Employee agrees to comply at all times during the Employment
          Period with all applicable policies, rules and regulations of the
          Company, including, without limitation, the Company's Code of Ethics
          and the Company's policy regarding trading in the Company's Common
          Stock or an Affiliate's common stock, as each is in effect from time
          to time during the Employment Period.

3.   TERM. Unless sooner terminated pursuant to other provisions hereof, the
     Employee's period of employment under this Agreement shall be a period of
     three years beginning on the Effective Date (the "EMPLOYMENT PERIOD"). This
     Agreement and the Employment Period shall automatically be extended for
     successive twelve (12) month terms unless either the Company or the
     Employee provides a written notice of its/his intent to not extend the
     Employment Period not less than 90 calendar days prior to the expiration of
     the then current Employment Period ("AUTOMATIC EXTENSION"). Notwithstanding
     the foregoing, the Employee's employment shall cease and shall not extend
     past the last day of the month in which the Employee attains age 70.

4.   COMPENSATION AND BENEFITS.

     (a)  BASE SALARY. As compensation for services to the Company, the Company
          shall pay to the Employee until the Date of Termination an annual base
          salary of $432,000 (the "BASE SALARY"). The Board or Parent Board (or
          a committee thereof) shall review the Employee's Base Salary no less
          than annually and, in its discretion, may increase, but not decrease,
          the Base Salary based upon relevant circumstances. If the Employee's
          Base Salary is increased at any time, it may not thereafter be
          decreased below such amount. The Base Salary shall be payable in equal
          semi-monthly installments or in accordance with the Company's
          established policy, subject only to such payroll and withholding
          deductions as may be required by law and other deductions applied
          generally to employees of the Company for insurance and other employee
          benefit plans.

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     (b)  BONUS. In addition to the Base Salary, the Employee shall be awarded,
          for each fiscal year until the Date of Termination, an annual bonus
          (pursuant to a bonus or incentive plan maintained by the Company as of
          the Effective Date) in an amount to be determined by the Board (or a
          committee thereof) based upon a bonus program established for
          executives generally as of the Effective Date, taking into account the
          Employee's Base Salary and position (the "BONUS"); PROVIDED, that the
          Company may alter or substitute for, any such bonus plan generally for
          all employees or executives (as applicable), in its sole discretion,
          as long as such alteration or substitution results in substantially
          the same or greater opportunity for Employee to earn a Bonus. For the
          year 2004, such Bonus shall be based upon: (i) the Company's
          achievement of targeted EBITDA and average working capital versus
          sales and achievement of business goals (together, the "BONUS
          MEASURES") as established by the Board in the approved budget; (ii) if
          the Company achieves the targeted amounts for the Bonus Measures, the
          Bonus shall be no less than 70% of the Employee's Base Salary; and
          (iii) the Bonus shall be increased to the extent the Company's
          achievement of the Bonus Measures exceeds the targeted amounts, to a
          maximum of 140% of the Base Salary. Each Bonus shall be payable at a
          time to be determined by the Board (or a committee thereof) in its
          sole discretion but no later than thirty days after delivery to the
          Company of final financial statements certified by its auditors. The
          Bonus Measures and percentages of Base Salary used in 2004 shall be
          used as Bonus Measures and percentages of Base Salary for future Bonus
          years unless such Bonus Measures and percentages of Base Salary are
          changed or altered for participating executives generally by the Board
          in advance of the applicable future Bonus year.

     (c)  STOCK OPTIONS. The Employee shall be entitled to receive grants of
          stock options when awarded to executives generally, in amounts and on
          terms commensurate with his position, as determined from time to time
          by the Board or the Parent Board acting in good faith subject to the
          terms of the applicable stock option plan and agreement.

     (d)  VACATION. Until the Date of Termination, the Employee shall be
          entitled to paid vacation during each one-year period in accordance
          with the Company's standard practices for executives commencing on the
          Effective Date (the "VACATION TIME"). Any Vacation Time not taken
          during the applicable one-year period will not accrue and will expire
          on the applicable anniversary of the Effective Date.

     (e)  INCENTIVE SAVINGS AND RETIREMENT PLANS. Until the Date of Termination,
          the Employee shall be eligible to participate in and shall receive all
          benefits under all executive incentive, savings and retirement plans
          and programs maintained as of the Effective Date or hereinafter
          established by the Company for the benefit of its executive officers
          and/or employees subject to the terms and conditions contained in the
          governing documents of such plans; PROVIDED, that the Company may
          alter or substitute for, any such plan generally for all employees or
          executives (as applicable), in its sole discretion, as long as such
          alteration or substitution results

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          in substantially the same savings and retirement benefits being
          available to Employee.

     (f)  WELFARE BENEFIT PLANS. Until the Date of Termination, the Employee
          and/or the Employee's family, as the case may be, shall be eligible to
          participate in and shall receive all benefits under each welfare
          benefit plan of the Company maintained as of the Effective Date or
          hereinafter established by the Company for the benefit of its
          employees subject to the terms and conditions contained in the
          governing documents of such plans; PROVIDED, that the Company may
          alter, substitute for, or discontinue any such plan generally for all
          employees or executives (as applicable), in its sole discretion, as
          long as such alteration or substitution results in substantially the
          same welfare benefits being available to Employee. Such welfare
          benefit plans may include, without limitation, medical, dental,
          disability, group life, accidental death and travel accident insurance
          plans and programs.

     (g)  AUTOMOBILE. The Company shall provide Employee with an automobile, of
          the quality as in effect on the date of this Agreement and to be
          updated in accordance with the Company's procedures for employees
          generally, for business and personal use and shall pay all reasonable
          use and maintenance costs related to such automobile, including, but
          not limited to, gasoline, oil, tires, repairs, maintenance, and
          insurance.

     (h)  REIMBURSEMENT OF EXPENSES. The Employee may from time to time until
          the Date of Termination incur various business expenses customarily
          incurred by persons holding positions of like responsibility,
          including, without limitation, travel, entertainment and similar
          expenses incurred for the benefit of the Company. Subject to the
          Company's policy regarding the reimbursement of such expenses as in
          effect from time to time during the Employment Period, which does not
          necessarily allow reimbursement of all such expenses, the Company
          shall reimburse the Employee for such expenses from time to time, at
          the Employee's request, and the Employee shall account to the Company
          for all such expenses.

5.   TERMINATION.

     (a)  DEATH. This Agreement shall terminate automatically upon the death of
          the Employee.

     (b)  DISABILITY. The Company may terminate this Agreement, upon written
          notice to the Employee delivered in accordance with SECTIONS 5(g) and
          12(c) hereof, upon the Disability of the Employee.

     (c)  CAUSE. The Company may terminate this Agreement, upon written notice
          to the Employee delivered in accordance with SECTIONS 5(g) and 12(c)
          hereof, for Cause. For purposes of this Agreement, "CAUSE" means (i)
          the commission by the Employee (as determined in good faith by the
          Board or the Parent Board or a committee thereof) of a crime or
          criminal offense involving theft, fraud, embezzlement or other felony
          or otherwise involving dishonesty, in each case

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          with respect to the Company, (ii) the Employee's willful refusal,
          without proper legal cause, to perform his duties and responsibilities
          as contemplated in this Agreement or (iii) the Employee's engaging (A)
          in activities which would constitute a material breach of a material
          term of this Agreement, the Company's Code of Ethics, the Company's
          policies and regulations, including but not limited to, policies
          regarding trading in the Common Stock or reimbursement of business
          expenses or any other applicable policies, rules or regulations of the
          Company, or (B) in improper conduct which would result in a material
          injury to the business, condition (financial or otherwise), results of
          operations or prospects of the Company or its Affiliates (as
          determined in good faith by the Board or the Parent Board or a
          committee thereof), (iv) willful misconduct by Employee injurious to
          the Company, or (v) conduct by Employee tending to bring the Company
          into substantial public disgrace or disrepute; PROVIDED, HOWEVER, that
          no termination pursuant to clause (ii) hereof shall become effective
          unless Employee shall have failed to cure such Cause to the
          satisfaction of the Board or the Parent Board in their sole discretion
          within thirty (30) days after receiving a Notice of Termination
          detailing the alleged Cause.

     (d)  WITHOUT CAUSE. The Company may terminate this Agreement Without Cause,
          upon written notice to the Employee delivered in accordance with
          SECTIONS 5(g) and 12(c) hereof. For purposes of this Agreement, the
          Employee will be deemed to have been terminated "WITHOUT CAUSE" if the
          Employee is terminated by the Company for any reason, including
          non-renewal of this Agreement pursuant to SECTION 3, but excluding
          termination for Cause, Disability or death.

     (e)  GOOD REASON. The Employee may terminate his employment hereunder for
          Good Reason, upon written notice to the Company delivered in
          accordance with SECTIONS 5(g) and 12(c) hereof. For purposes of this
          Agreement, "GOOD REASON" shall mean (i) a material diminution of the
          Employee's title, authority, status or responsibilities; (ii) a
          material breach by the Company of this Agreement; (iii) the Company
          requires Employee to locate his office to a location outside a thirty
          mile radius of the Houston, Texas metropolitan area without the
          consent of Employee, which consent will not be unreasonably withheld;
          or (iv) Employee dies or becomes permanently disabled; PROVIDED,
          HOWEVER, that the Company shall have the opportunity to cure the
          reasons contained in clauses (i), (ii) or (iii) for thirty (30) days
          following receipt by the Company of a Notice of Termination from
          Employee detailing the alleged Good Reason.

     (f)  VOLUNTARY TERMINATION. The Employee may voluntarily terminate this
          Agreement, upon written notice to the Company delivered in accordance
          with SECTIONS 5(g) and 12(c) hereof.

     (g)  NOTICE OF TERMINATION. Any termination of this Agreement by the
          Company for Cause, Without Cause or as a result of the Employee's
          Disability, the Employee's Termination for Good Reason, or Voluntary
          Termination by the Employee, shall be communicated by Notice of
          Termination to the other party hereto given in accordance with this
          Agreement. For purposes of this Agreement, a "NOTICE OF

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          TERMINATION" means a written notice which (i) indicates the specific
          termination provision in this Agreement relied upon, (ii) sets forth
          in reasonable detail the facts and circumstances claimed to provide a
          basis for termination of the Employee's employment under the provision
          so indicated and (iii) specifies the termination date, if such date is
          other than the date of receipt of such notice (which termination date
          shall not be more than 30 days after the giving of such notice).

6.   OBLIGATIONS OF COMPANY UPON TERMINATION.

     (a)  CAUSE OR VOLUNTARY TERMINATION BY EMPLOYEE. If this Agreement shall be
          terminated either by the Company for Cause or Voluntary Termination by
          Employee, the Company shall pay to the Employee:

          (i)    payment in accordance with regular payroll procedures of
                 Employee's Base Salary (as in effect on the Date of
                 Termination) due through the Date of Termination; and

          (ii)   all benefits under the Company's benefit plans and programs in
                 which Employee participates, subject to the terms and
                 conditions of such plans. Employee's participation in all
                 Company benefit plans and programs shall cease as of the Date
                 of Termination subject to the terms and conditions of the
                 governing plan documents of such plans.

     (b)  DURING THE INITIAL EMPLOYMENT PERIOD: WITHOUT CAUSE, DISABILITY OR FOR
          GOOD REASON. If during the Initial Employment Period, this Agreement
          shall be terminated by the Company Without Cause, or due to Employee's
          Disability, or by the Employee for Good Reason, the Company shall pay
          to the Employee, (i) payment in accordance with regular payroll
          procedures of Employee's Base Salary (as in effect on the Date of
          Termination) due through the Date of Termination; (ii) payment of a
          pro rata Bonus for the period through the Date of Termination; (iii)
          all benefits under the Company's benefit plans and programs in which
          Employee participates, subject to the terms and conditions of such
          plans; PROVIDED, HOWEVER, that group medical benefits for Employee and
          dependents of Employee on the Date of Termination shall be continued
          for a period of three years, with premiums to be paid by Employee at
          the same rate paid by employees who have not been terminated and such
          period of coverage shall not be offset by any period of group health
          continuation coverage required under the Consolidated Omnibus Budget
          Reconciliation Act of 1986, as amended ("COBRA") and (iv) payment in a
          lump sum on or within ten days following the applicable Date of
          Termination of an amount equal to the sum of (A) three times the base
          salary as in effect on the Date of Termination and (B) three times the
          highest Bonus received in any one of the three years preceding the
          Date of Termination. All amounts shall be paid in accordance with the
          Company's normal payroll practices and subject to applicable federal,
          state and local taxes.

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     (c)  AFTER THE INITIAL EMPLOYMENT PERIOD AND BEFORE A CHANGE IN CONTROL:
          WITHOUT CAUSE, DISABILITY OR FOR GOOD REASON. If after the expiration
          of the Initial Employment Period but before a Change in Control, this
          Agreement shall be terminated by the Company Without Cause, or due to
          Employee's Disability, or by the Employee for Good Reason, the Company
          shall pay to the Employee, (i) payment in accordance with regular
          payroll procedures of Employee's Base Salary (as in effect on the Date
          of Termination) due through the Date of Termination; (ii) payment of a
          pro rata Bonus for the period through the Date of Termination; (iii)
          all benefits under the Company's benefit plans and programs in which
          Employee participates, subject to the terms and conditions of such
          plans; PROVIDED, HOWEVER, that group medical benefits for Employee and
          dependents of Employee on the Date of Termination shall be continued
          for a period of 18 months, with premiums to be paid by Employee at the
          same rate paid by employees who have not been terminated and such
          period of coverage shall not be offset by any period of group health
          continuation coverage required under COBRA and (iv) an amount, payable
          pro rata over a period of 18 months, equal to the sum of (A) one and
          one-half times the Base Salary as in effect on the Date of Termination
          and (B) one and one-half times the Bonus paid for the immediately
          preceding full year. All amounts shall be paid in accordance with the
          Company's normal payroll practices and subject to applicable federal,
          state and local taxes.

     (d)  AFTER A CHANGE IN CONTROL: WITHOUT CAUSE, DISABILITY OR FOR GOOD
          REASON. If after a Change in Control, this Agreement shall be
          terminated by the Company Without Cause, or due to Employee's
          Disability, or by the Employee for Good Reason, the Company shall pay
          to the Employee, (i) payment in accordance with regular payroll
          procedures of Employee's Base Salary (as in effect on the Date of
          Termination) due through the Date of Termination; (ii) payment of a
          pro rata Bonus for the period through the Date of Termination; (iii)
          all benefits under the Company's benefit plans and programs in which
          Employee participates, subject to the terms and conditions of such
          plans; PROVIDED, HOWEVER, that group medical benefits for Employee and
          dependents of Employee on the Date of Termination shall be continued
          for a period of three years, with premiums to be paid by Employee at
          the same rate paid by employees who have not been terminated and such
          period of coverage shall not be offset by any period of group health
          continuation coverage required under COBRA; and (iv) payment in a lump
          sum on or within ten days following the applicable Date of Termination
          of an amount equal to the sum of (A) three times the Base Salary as in
          effect on the Date of Termination and (B) three times the highest
          Bonus received in any one of the three years preceding the Date of
          Termination. All amounts shall be subject to applicable federal, state
          and local taxes, and (excepting payment pursuant to clause (iv) of the
          preceding sentence) paid in accordance with the Company's normal
          payroll practices.

     (e)  CHANGE IN CONTROL: REQUIREMENT OF AN ADDITIONAL PAYMENT IN CERTAIN
          CIRCUMSTANCES.

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          (i)    In the event that Employee is deemed to have received an
                 "excess parachute payment" (as defined in Section 280G(b) of
                 the Code) which is subject to the excise taxes (the "EXCISE
                 TAXES") imposed by Section 4999 of the Code in respect of any
                 payment pursuant to this Agreement or any other agreement,
                 plan, instrument or obligation, in whatever form, the Company
                 shall make the Additional Payment (defined below) to Employee
                 notwithstanding any contrary provision in this Agreement or any
                 other agreement, plan, instrument or obligation.

          (ii)   The term "ADDITIONAL PAYMENT" means a cash payment in an amount
                 equal to the sum of (i) all Excise Taxes payable by Employee,
                 plus (ii) all additional Excise Taxes and federal or state
                 income taxes to the extent such taxes are imposed in respect of
                 the Additional Payment, such that Employee shall be in the same
                 after-tax position and shall have received the same benefits
                 that he would have received if the Excise Taxes had not been
                 imposed. For purposes of calculating any income taxes
                 attributable to the Additional Payment, Employee shall be
                 deemed for all purposes to be paying income taxes at the
                 highest marginal federal income tax rate, taking into account
                 any applicable surtaxes and other generally applicable taxes
                 which have the effect of increasing the marginal federal income
                 tax rate and, if applicable, at the highest marginal state
                 income tax rate, to which the Additional Payment and Employee
                 are subject. An example of the calculation of the Additional
                 Payment is set forth below. Assume that the Excise Tax rate is
                 20%, the highest federal marginal income tax rate is 40% and
                 Employee is not subject to state income taxes. Further assume
                 that Employee has received an excess parachute payment in the
                 amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise
                 Taxes are payable. The amount of the required Additional
                 Payment is thus computed to be $100,000, i.e., the Additional
                 Payment of $100,000, less additional Excise Taxes on the
                 Additional Payment of $20,000 (i.e., 20% x $100,000) and income
                 taxes of $40,000 (i.e., 40% x $100,000), yields $40,000, the
                 amount of the Excise Taxes payable in respect of the original
                 excess parachute payment.

          (iii)  Employee agrees to reasonably cooperate with the Company to
                 minimize or eliminate the amount of the excess parachute
                 payments, including, without limitation, taking all actions
                 necessary to allow the Company to satisfy the requirements of
                 Section 280G(b)(5)(A)(ii) of the Code and assisting the Company
                 in establishing that some or all of the payments received by
                 Employee that are "contingent on a change," as described in
                 Section 280G(b)(2)(A)(i) of the Code, are reasonable
                 compensation for personal services actually rendered by
                 Employee before the date of such change or to be rendered by
                 Employee on or after the date of such change. In the event that
                 the Company is able to establish that the amount of the excess
                 parachute payments is less than originally anticipated by
                 Employee, Employee shall refund to the Company any excess
                 Additional Payment to the extent not required to pay Excise
                 Taxes or income taxes

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                 (including those incurred in respect of receipt of the
                 Additional Payment). Notwithstanding the foregoing, Employee
                 shall not be required to take any action which his attorney or
                 tax advisor advises him in writing (i) is improper or (ii)
                 exposes Employee to personal liability. Employee may require
                 the Company to deliver to Employee an indemnification agreement
                 in form and substance reasonably satisfactory to Employee as a
                 condition to taking any action required by this subsection
                 (iii).

          (iv)   The Company shall make any payment required to be made under
                 this SECTION 6(e) in a cash lump sum after the date on which
                 Employee received or is deemed to have received any such excess
                 parachute payment. Any payment required to be paid by the
                 Company under this SECTION 6(e) which is not paid within 30
                 days of receipt by the Company of Employee's written demand
                 therefor shall thereafter be deemed delinquent, and the Company
                 shall pay to Employee immediately upon demand interest at an
                 interest rate equal to 10% per annum from the date such payment
                 becomes delinquent to the date of payment of such delinquent
                 sum with interest.

          (v)    In the event that there is any change to the Code which results
                 in the recodification of Section 280G or Section 4999 of the
                 Code, or in the event that either such section of the Code is
                 amended, replaced or supplemented by other provisions of the
                 Code of similar import ("SUCCESSOR PROVISIONS"), then this
                 Agreement shall be applied and enforced with respect to such
                 new Code provisions in a manner consistent with the intent of
                 the parties as expressed herein, which is to assure that
                 Employee is in the same after-tax position and has received the
                 same benefits that he would have been in and received if any
                 taxes imposed by Section 4999 (or any Successor Provisions) had
                 not been imposed.

          (vi)   All determinations required to be made under this SECTION 6(e)
                 including, without limitation, whether and when a Additional
                 Payment is required, and the amount of such Additional Payment
                 and the assumptions to be utilized in arriving at such
                 determinations, unless otherwise expressly set forth in this
                 Agreement, shall be made within 30 days from the date of the
                 Change in Control by the independent tax consultant(s) selected
                 by the Company and reasonably acceptable to Employee ("TAX
                 CONSULTANT"). The Tax Consultant must be a qualified tax
                 attorney or certified public accountant. All fees and expenses
                 of the Tax Consultant shall be paid in full by the Company. Any
                 Excise Taxes as determined pursuant to this SECTION 6(d) shall
                 be paid by the Company to the Internal Revenue Service, or any
                 other appropriate taxing authority on Employee's behalf within
                 five (5) business days after receipt of the Tax Consultant's
                 final determination by the Company and Employee.

          (vii)  If the Tax Consultant determines that there is substantial
                 authority (within meaning of Section 6662 of the Code) that no
                 Excise Taxes are payable by

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                 Employee, the Tax Consultant shall furnish Employee with a
                 written opinion that failure to disclose or report the Excise
                 Taxes on Employee's federal income tax return will not
                 constitute a substantial understatement of tax or be reasonably
                 likely to result in the imposition of a negligence or any other
                 penalty.

          (viii) The Company shall indemnify and hold harmless the Employee, on
                 an after-tax basis, from any costs, expenses, penalties, fines,
                 interest or other liabilities ("LOSSES") incurred by Employee
                 with respect to the exercise by the Company of any of its
                 rights under this SECTION 6(e). The Company shall pay all fees
                 and expenses incurred under this SECTION 6(e), and shall
                 promptly reimburse Employee for the reasonable expenses
                 incurred by Employee in connection with any actions taken by
                 the Company or required to be taken by Employee hereunder. Any
                 payments owing to Employee and not made within 30 days of
                 delivery to the Company of evidence of Employee's entitlement
                 thereto shall be paid to Employee together with interest at an
                 interest rate equal to 10% per annum.

     (f)  The Company shall be required to make the payments provided for in
          this SECTION 6, if and only if Employee has executed and delivered to
          the Company the General Release substantially in form and substance as
          set forth in EXHIBIT A attached hereto and the General Release has
          become effective, and only so long as Employee has not revoked or
          breached the provisions of the General Release or breached the
          provisions of SECTIONS 8, 9 and 10 hereof and does not apply for
          unemployment compensation chargeable to the Company or any Affiliate
          during the period in which Employee is receiving payments pursuant to
          this SECTION 6.

7.   EMPLOYEE'S OBLIGATION TO AVOID CONFLICTS OF INTEREST.

     (a)  In keeping with the Employee's fiduciary duties to the Company and in
          addition to the Company's policies and procedures regarding conflicts
          of interest, the Employee agrees that he shall not knowingly during
          the term of his employment hereunder become involved in a conflict of
          interest with the Company, or upon discovery thereof, allow such a
          conflict to continue. The Employee further agrees to disclose to the
          Company, promptly after discovery, any facts or circumstances which
          might involve a conflict of interest with the Company.

     (b)  The Company and the Employee recognize that it is impossible to
          provide an exhaustive list of actions or interests which constitute a
          "conflict of interest." Moreover, the Company and the Employee
          recognize that there are many borderline situations. In some
          instances, full disclosure of facts by the Employee to the Company is
          all that is necessary to enable the Company to protect its interests.
          In others, if no improper motivation appears to exist and the
          Company's interests have not suffered, prompt elimination of the
          outside interest will suffice. In still others, it may be necessary
          for the Company to terminate the employment relationship.

                                       11
<Page>

     (c)  In this connection, it is agreed that any direct or indirect interest
          in, connection with or benefit from any outside activities,
          particularly commercial activities, which interest might in any way
          adversely affect the Company or its Affiliates, involves a possible
          conflict of interest; PROVIDED, HOWEVER, that the Company acknowledges
          that Employee is a director of Wembley Limited and the Employee's
          provision of such services to Wembley Limited is acceptable to the
          Company as long as such services do not result in a conflict of
          interest. Circumstances in which a conflict of interest on the part of
          the Employee would or might arise, and which should be reported
          immediately to the Company, include, but are not limited to, the
          following:

          (i)    Ownership of a material interest in any lender, supplier,
                 contractor, subcontractor, customer or other entity with which
                 the Company does business;

          (ii)   Acting in any capacity, including director, officer, partner,
                 consultant, employee, distributor, agent or the like, for any
                 lender, supplier, contractor, subcontractor, customer or other
                 entity with which the Company does business;

          (iii)  Acceptance, directly or indirectly, of payments, services or
                 loans from a lender, supplier, contractor, subcontractor,
                 customer or other entity with which the Company does business,
                 including, without limitation, gifts, trips, entertainment or
                 other favors of more than a nominal value, but excluding loans
                 from publicly held insurance companies and commercial or
                 savings banks at market rates of interest;

          (iv)   Improper use of information or facilities to which the Employee
                 has access in a manner which will be detrimental to the
                 Company's interests, such as use for the Employee's own benefit
                 of know-how or information developed through the Company's
                 business activities;

          (v)    Improper disclosure or other misuse of information of any kind
                 obtained through the Employee's connection with the Company;
                 and

          (vi)   Acquiring or trading in, directly or indirectly, other
                 properties or interests connected with the design or marketing
                 of products or services designed or marketed by the Company.

8.   EMPLOYEE'S CONFIDENTIALITY OBLIGATION.

     (a)  Employee acknowledges that his employment hereunder gives him access
          to Confidential Information relating to the business of the Company,
          its Affiliates and their customers that must remain confidential.
          Employee acknowledges that this information is valuable, special, and
          a unique asset of the business of the Company and its Affiliates, and
          that it has been and will be developed by the Company and its
          Affiliates at considerable effort and expense, and if it were to be
          known and used by others engaged in a Competitive Business, it would
          be

                                       12
<Page>

          harmful and detrimental to the interests of the Company and its
          Affiliates. In consideration of the foregoing, Employee hereby agrees
          and covenants that, during and after the Employment Period, Employee
          will not, directly or indirectly in one or a series of transactions,
          disclose to any person, or use or otherwise exploit for Employee's own
          benefit or for the benefit of anyone other than the Company or its
          Affiliates, Confidential Information (as defined in SECTION 8(b))
          whether prepared by Employee or not; PROVIDED, HOWEVER, that any
          Confidential Information may be disclosed (i) to officers,
          representatives, employees and agents of the Company and its
          Affiliates who need to know such Confidential Information in order to
          perform the services or conduct the operations required or expected of
          them in the business of the Company or its Affiliates, or (ii)
          otherwise in connection with Employee's performance of his duties
          hereunder on behalf of the Company. Employee shall not remove any
          Confidential Information from the premises of the Company and its
          Affiliates, except as required in his normal course of employment by
          the Company. Employee shall instruct all persons or entities to whom
          any Confidential Information shall be disclosed by him hereunder to
          observe the terms and conditions set forth herein as though each such
          person or entity was bound hereby. Employee shall have no obligation
          hereunder to keep confidential any Confidential Information if and to
          the extent disclosure of any such Confidential Information is
          specifically required by law; PROVIDED, HOWEVER, that in the event
          disclosure is required by applicable law, Employee shall provide the
          Company with prompt notice of such requirement, if practicable, prior
          to making any disclosure, so that the Company may seek an appropriate
          protective order. At the request of the Company, Employee agrees to
          deliver to the Company, at any time during the Employment Period, or
          thereafter, all Confidential Information which he may possess or
          control. Employee agrees that all Confidential Information of the
          Company (whether now or hereafter existing) conceived, discovered or
          made by him during the Employment Period exclusively belongs to the
          Company (and not to Employee). Employee will promptly disclose such
          Confidential Information to the Company and perform all actions
          reasonably requested by the Company to establish and confirm such
          exclusive ownership.

          (i)    In the event that Employee breaches his obligations in any
                 material respect under this SECTION 8, the Company, in addition
                 to pursuing all available remedies under this Agreement, at law
                 or otherwise, including but not limited to, an injunction, and
                 without limiting its right to pursue the same, shall cease all
                 payments and benefits to Employee under SECTION 6 of this
                 Agreement (provided that the Restricted Period shall continue
                 as if the payment continued for the period originally provided
                 for).

          (ii)   The terms of this SECTION 8 shall survive the termination of
                 this Agreement regardless of who terminates this Agreement, or
                 the reasons therefor.

     (b)  "CONFIDENTIAL INFORMATION" means information, which is used in the
          business of the Company or its Affiliates and (i) is proprietary to,
          about or created by the Company or its Affiliates, (ii) gives the
          Company or its Affiliates some

                                       13
<Page>

          competitive business advantage or the opportunity of obtaining such
          advantage or the disclosure of which could be detrimental to the
          interests of the Company or its Affiliates, (iii) is designated as
          Confidential Information by the Company or its Affiliates, is known by
          the Employee to be considered confidential by the Company or its
          Affiliates, or from all the relevant circumstances should reasonably
          be assumed by the Employee to be confidential and proprietary to the
          Company or its Affiliates, or (iv) is not generally known by
          non-Company personnel; PROVIDED, that to the extent that the
          information described in clauses (i) through (iv) above becomes
          generally known to and available for use by the public other than as a
          result of Employee's acts or omissions, such information will not be
          deemed to be Confidential Information. Such Confidential Information
          includes, without limitation, the following types of information and
          other information of a similar nature (whether or not reduced to
          writing or designated as confidential):

          (i)    Internal personnel and financial information of the Company or
                 its Affiliates, vendor information (including vendor
                 characteristics, services, prices, lists and agreements),
                 purchasing and internal cost information, internal service and
                 operational manuals, and the manner and methods of conducting
                 the business of the Company or its Affiliates;

          (ii)   Marketing and development plans, price and cost data, price and
                 fee amounts, pricing and billing policies, quoting procedures,
                 marketing and sales techniques, forecasts and forecast
                 assumptions and volumes, and future plans and potential
                 strategies (including, without limitation, all information
                 relating to any acquisition prospect and the identity of any
                 key contact within the organization of any acquisition
                 prospect) of the Company or its Affiliates which have been or
                 are being discussed;

          (iii)  Names of customers and their representatives, contracts
                 (including their contents and parties), customer services, and
                 the type, quantity, specifications and content of products and
                 services purchased, leased, licensed or received by customers
                 of the Company or its Affiliates;

          (iv)   Confidential and proprietary information provided to the
                 Company or its Affiliates by any actual or potential customer,
                 government agency or other third party (including businesses,
                 consultants and other entities and individuals);

          (v)    Any trade secret, confidential study, data, calculations,
                 software storage media or other compilation of information,
                 patent, patent application, copyright, trademark, trade-name,
                 service mark, service name, "know-how" and trade secrets; and

          (vi)   Business acquisition plans or any portion or phase of any
                 scientific or technical information, ideas, discoveries,
                 designs, computer programs (including source of object codes),
                 processes, procedures, research or

                                       14
<Page>

                 technical data, improvements or other proprietary or
                 intellectual property of the Company or its Affiliates, whether
                 or not in written or tangible form, and whether or not
                 registered, and including all files, records, manuals, books,
                 catalogues, memoranda, notes, summaries, plans, reports,
                 records, documents and other evidence thereof.

     (c)  As a consequence of the Employee's acquisition or anticipated
          acquisition of Confidential Information, the Employee shall occupy a
          position of trust and confidence with respect to the affairs and
          business of the Company and its Affiliates. In view of the foregoing
          and of the consideration to be provided to the Employee, the Employee
          agrees that it is reasonable and necessary that the Employee make each
          of the following covenants:

          (i)    At any time during the Employment Period and thereafter, the
                 Employee shall not disclose Confidential Information to any
                 person or entity, either inside or outside of the Company and
                 its Affiliates, other than as necessary in carrying out his
                 duties and responsibilities as set forth in SECTION 2 hereof,
                 without first obtaining the Company's prior written consent
                 (unless such disclosure is compelled pursuant to court orders
                 or subpoena, and at which time the Employee shall give notice
                 of such proceedings to the Company).

          (ii)   At any time during the Employment Period and thereafter, the
                 Employee shall not use, copy or transfer Confidential
                 Information other than as necessary in carrying out his duties
                 and responsibilities as set forth in SECTION 2 hereof, without
                 first obtaining the Company's prior written consent.

          (iii)  On the Date of Termination, the Employee shall promptly deliver
                 to the Company (or its designee) all written materials, records
                 and documents made by the Employee or which came into his
                 possession prior to or during the Employment Period concerning
                 the business or affairs of the Company or its Affiliates,
                 including, without limitation, all materials containing
                 Confidential Information.

9.   INTELLECTUAL PROPERTY, INVENTIONS AND PATENTS. Employee acknowledges that
     all discoveries, concepts, ideas, inventions, innovations, improvements,
     developments, methods, designs, analyses, drawings, reports, patent
     applications, copyrightable work and mask work (whether or not including
     any confidential information) and all registrations or applications related
     thereto, all other proprietary information and all similar or related
     information (whether or not patentable) which relate to the Company's or
     any of its Affiliates' actual or anticipated business, research and
     development or existing or future products or services and which are
     conceived, developed or made by Employee (whether alone or jointly with
     others) while employed by the Company or its predecessor and its
     Affiliates, whether before or after the date of this Agreement ("WORK
     PRODUCT"), belong to the Company or such Affiliate. Employee shall promptly
     disclose such Work Product to the Board or the Parent Board and, at the
     Company's expense,

                                       15
<Page>

     perform all actions reasonably requested by the Board or the Parent Board
     (whether during or after the Employment Period) to establish and confirm
     such ownership (including, without limitation, assignments, consents,
     powers of attorney and other instruments). Employee acknowledges that all
     Work Product shall be deemed to constitute "works made for hire" under the
     U.S. Copyright Act of 1976, as amended. The terms of this SECTION 9 shall
     survive termination of this Agreement regardless of who terminates this
     Agreement, or the reasons therefor.

10.  EMPLOYEE'S NON-COMPETITION OBLIGATION.

     (a)  Employee acknowledges that the services to be provided by him under
          this Agreement give him the opportunity to have special knowledge of
          the Company and its Confidential Information and the capabilities of
          individuals employed by or affiliated with the Company, and that
          interference in these relationships would cause irreparable injury to
          the Company. In consideration of this Agreement, including, but not
          limited to, the amounts payable by the Company upon termination of
          Employee Without Cause, Employee covenants and agrees that:

          (i)    During the Restricted Period, Employee will not, without the
                 express written approval of the Board or Parent Board, anywhere
                 in the Market, directly or, indirectly, in one or a series of
                 transactions, own, manage, operate, control, invest or acquire
                 an interest in, or otherwise engage or participate in, whether
                 as a proprietor, partner, stockholder, lender, director,
                 officer, employee, joint venturer, investor, lessor, supplier,
                 customer, agent, representative or other participant, in any
                 Competitive Business without regard to (A) whether the
                 Competitive Business has its office, manufacturing or other
                 business facilities within or without the Market, (B) whether
                 any of the activities of Employee referred to above occur or
                 are performed within or without the Market or (C) whether
                 Employee resides, or reports to an office, within or without
                 the Market; PROVIDED, HOWEVER, that (x) Employee may, anywhere
                 in the Market, directly or indirectly, in one or a series of
                 transactions, own, invest or acquire an interest in up to five
                 percent (5%) of the capital stock of a Competitive Business
                 whose capital stock is traded publicly, so long as Employee has
                 no active participation in the business of such entity or (y)
                 Employee may accept employment with a successor company to the
                 Company.

          (ii)   During the Restricted Period, Employee will not without the
                 express prior written approval of the Board or the Parent Board
                 (A) directly or indirectly, in one or a series of transactions,
                 recruit, solicit or otherwise induce or influence any
                 proprietor, partner, stockholder, lender, director, officer,
                 employee, sales agent, joint venturer, investor, lessor,
                 supplier, customer, agent, representative or any other person
                 which has a business relationship with any of the Company or
                 had a business relationship with the Company within the
                 twenty-four (24) month period preceding the date of the
                 incident in question, to discontinue, reduce or modify such

                                       16
<Page>

                 employment, agency or business relationship with the Company,
                 or (B) employ or seek to employ or cause any Competitive
                 Business to employ or seek to employ any person or agent who is
                 then (or was at any time within six months prior to the date
                 Employee or the Competitive Business employs or seeks to employ
                 such person) employed or retained by the Company.
                 Notwithstanding the foregoing, nothing herein shall prevent
                 Company from providing a letter of recommendation to an
                 employee with respect to a future employment opportunity.

          (iii)  The scope and term of this SECTION 10 would not preclude him
                 from earning a living with an entity that is not a Competitive
                 Business.

          (iv)   The terms of this SECTION 10 shall survive termination of this
                 Agreement regardless of who terminates this Agreement, or the
                 reasons therefor.

     (b)  "COMPETITIVE BUSINESS" means any business which competes, directly or
          indirectly, with the Company's, Parent's or any of their subsidiaries'
          business, as of the Effective Date, in the Market.

     (c)  "MARKET" means any county in the United States of America and each
          other similar jurisdiction in any other country in which the business
          of the Company, Parent or any of their subsidiaries was conducted,
          pursued by, or engaged in prior to the date hereof or is conducted or
          engaged in or pursued, or is proposed to be conducted, engaged in or
          pursued, by the Company, Parent or any of their subsidiaries during
          the Employment Period.

     (d)  "RESTRICTED PERIOD" means (i) with respect to a termination by the
          Company for Cause, the period commencing on the date of this Agreement
          and continuing for one (1) year from the Date of Termination and (ii)
          with respect to a termination for any reason other than by the Company
          for Cause, the period commencing on the date of this Agreement and
          continuing through the period during which Employee receives payments
          from the Company pursuant to SECTION 6 of this Agreement; PROVIDED,
          that in the event Employee receives a lump sum payment pursuant to
          SECTION 6(b) or (d), the Restricted Period means the period commencing
          on the date of this Agreement and continuing for three (3) years from
          the Date of Termination.

     (e)  In the event that Employee breaches his obligations in any material
          respect under this SECTION 10, the Company, in addition to pursuing
          all available remedies under this Agreement, at law or otherwise,
          including but not limited to an injunction, and without limiting its
          right to pursue the same, shall cease all payments and benefits to
          Employee under SECTION 6 of this Agreement (provided that the
          Restricted Period shall continue as if the payment continued for the
          period originally provided for).

11.  EMPLOYEE'S REPRESENTATIONS. Employee hereby represents and warrants to the
     Company that (i) the execution, delivery and performance of this Agreement
     by Employee do not

                                       17
<Page>

     and shall not conflict with, breach, violate or cause a default under any
     contract, agreement, instrument, order, judgment or decree to which
     Employee is a party or by which he is bound, (ii) Employee is not a party
     to or bound by any employment agreement, noncompete agreement or
     confidentiality agreement with any other person or entity and (iii) upon
     the execution and delivery of this Agreement by the Company, this Agreement
     shall be the valid and binding obligation of Employee, enforceable in
     accordance with its terms. Employee hereby acknowledges and represents that
     he has consulted with independent legal counsel regarding his rights and
     obligations under this Agreement and that he fully understands the terms
     and conditions contained herein.

12.  MISCELLANEOUS.

     (a)  ATTORNEY'S FEES. Except as otherwise provided herein, Employee's
          reasonable attorneys' fees actually incurred in connection with
          negotiating and/or enforcing this Agreement shall be paid by the
          Company.

     (b)  INSURANCE. The Company may, at its discretion, apply for and procure
          in its own name and for its own benefit life and/or disability
          insurance on Employee in any amount or amounts considered advisable.
          Employee agrees to cooperate in any medical or other examination,
          supply any information and execute and deliver any applications or
          other instruments in writing as may be reasonably necessary to obtain
          and constitute such insurance; PROVIDED, that the Company shall
          request that any such information be held in confidence by the
          applicable insurance company.

     (c)  NOTICES. All notices and other communications required or permitted
          hereunder or necessary or convenient in connection herewith shall be
          in writing and shall be deemed to have been given when delivered by
          hand or mailed by registered or certified mail, return receipt
          requested, as follows (provided that notice of change of address shall
          be deemed given only when received):

          If to the Company to:

          Gundle/SLT Environmental, Inc.
          c/o Code Hennessy & Simmons LLC
          10 South Wacker Drive, Suite 3175
          Chicago, Illinois 60606
          Attention: Daniel J. Hennessy
          Facsimile: (312) 876-3854

          If to the Employee to:

          Samir T. Badawi
          5303 Holly Springs Drive
          Houston, Texas 77056

                                       18
<Page>

          or to such other names or addresses as the Company or the Employee, as
          the case may be, shall designate by notice to the other party hereto
          in the manner specified in this SECTION 12(c).

     (d)  WAIVER OF BREACH. The waiver by any party hereto of a breach of any
          provision of this Agreement shall neither operate nor be construed as
          a waiver of any subsequent breach by any party.

     (e)  NO MITIGATION; NO OFFSET. In the event of any termination of the
          Employee's employment hereunder, the Employee shall be under no
          obligation to seek other employment or otherwise mitigate the
          obligations of the Company under this Agreement, and there shall be no
          offset against amounts or benefits due the Employee under this
          Agreement or otherwise on account of (a) any claim that the Company
          may have against him or (b) any remuneration or other benefit earned
          or received by the Employee after such termination.

     (f)  ASSIGNMENT. This Agreement shall be binding upon and inure to the
          benefit of the Company, its successors, legal representatives and
          assigns, and upon the Employee, his heirs, executors, administrators,
          representatives and assigns; PROVIDED, HOWEVER, the Employee agrees
          that his rights and obligations hereunder are personal to him and may
          not be assigned without the express written consent of the Company.

     (g)  ENTIRE AGREEMENT; NO ORAL AMENDMENTS. This Agreement, together with
          any exhibit attached hereto and any document, policy, rule or
          regulation referred to herein, replaces and merges all previous
          agreements and discussions relating to the same or similar subject
          matter between the Employee and the Company (including, without
          limitation, that certain Executive Employment Agreement, dated as of
          September 18, 2002, between Employee and the Company) and constitutes
          the entire agreement between the Employee and the Company with respect
          to the subject matter of this Agreement. This Agreement may not be
          modified in any respect by any verbal statement, representation or
          agreement made by any employee, officer, or representative of the
          Company or by any written agreement unless signed by an officer of the
          Company who is expressly authorized by the Company to execute such
          document.

     (h)  ENFORCEABILITY. If any provision of this Agreement or application
          thereof to anyone or under any circumstances shall be determined to be
          invalid or unenforceable, such invalidity or unenforceability shall
          not affect any other provisions or applications of this Agreement
          which can be given effect without the invalid or unenforceable
          provision or application.

     (i)  JURISDICTION; VENUE. The laws of the State of Texas shall govern the
          interpretation, validity and effect of this Agreement without regard
          to the place of execution or the place for performance thereof, and
          the Company and the Employee agree that the state and federal courts
          situated in Harris County, Texas shall have personal jurisdiction over
          the Company and the Employee to hear all disputes arising under

                                       19
<Page>

          this Agreement. This Agreement is to be at least partially performed
          in Harris County, Texas, and as such, the Company and the Employee
          agree that venue shall be proper with the state or federal courts in
          Harris County, Texas to hear such disputes. In the event either the
          Company or the Employee is not able to effect service of process upon
          the other party hereto with respect to such disputes, the Company and
          the Employee expressly agree that the Secretary of State for the State
          of Texas shall be an agent of the Company and/or the Employee to
          receive service of process on behalf of the Company and/or the
          Employee with respect to such disputes.

     (j)  INDEMNIFICATION.

          (i)    If Employee is made a party or is threatened to be made a party
                 to or is involved in any action, suit or proceeding, whether
                 civil, criminal, administrative or investigative (hereinafter a
                 "PROCEEDING"), by reason of the fact that he is or was a
                 director or officer of the Company or is or was serving at the
                 request of the Company as a director, officer, employee,
                 fiduciary, or agent of another corporation or of a partnership,
                 joint venture, trust or other enterprise, Employee shall be
                 indemnified and held harmless by the Company to the fullest
                 extent which it is empowered to do so by the General
                 Corporation Law of the State of Delaware, as the same exists or
                 may hereafter be amended against all expense, liability and
                 loss (including attorneys' fees actually and reasonably
                 incurred by such person in connection with such proceeding) and
                 such indemnification shall inure to the benefit of his heirs,
                 executors and administrators; PROVIDED, HOWEVER, that, except
                 as provided in SECTION 12(j)(ii) hereof, the Company shall
                 indemnify any such person seeking indemnification in connection
                 with a proceeding initiated by such person only if such
                 proceeding was authorized by the Board.

          (ii)   Any indemnification of Employee under SECTION 12(j)(i) or
                 advance of expenses under SECTION 12(j)(iv) shall be made
                 promptly, and in any event within 30 days, upon the written
                 request of the Employee. If a determination by the Company that
                 the Employee is entitled to indemnification pursuant to this
                 SECTION 12(j) is required, and the Company fails to respond
                 within sixty days to a written request for indemnity, the
                 Company shall be deemed to have approved the request. If the
                 Company denies a written request for indemnification or
                 advancing of expenses, in whole or in part, or if payment in
                 full pursuant to such request is not made within 30 days, the
                 right to indemnification or advances as granted by this SECTION
                 12(j) shall be enforceable by the Employee in any court of
                 competent jurisdiction. Employee's costs and expenses incurred
                 in connection with successfully establishing his right to
                 indemnification, in whole or in part, in any such action shall
                 also be indemnified by the Company. It shall be a defense to
                 any such action (other than an action brought to enforce a
                 claim for expenses incurred in defending any proceeding in
                 advance of its final disposition where the required

                                       20
<Page>

                 undertaking, if any, has been tendered to the Company) that the
                 Employee has not met the standards of conduct which make it
                 permissible under the General Corporation Law of the State of
                 Delaware for the Company to indemnify the Employee for the
                 amount claimed, but the burden of such defense shall be on the
                 Company. Neither the failure of the Company (including the
                 Board, its independent legal counsel, or its stockholders) to
                 have made a determination prior to the commencement of such
                 action that indemnification of the Employee is proper in the
                 circumstances because he has met the applicable standard of
                 conduct set forth in the General Corporation Law of the State
                 of Delaware, nor an actual determination by the Company
                 (including the Board, its independent legal counsel, or its
                 stockholders) that the Employee has not met such applicable
                 standard of conduct, shall be a defense to the action or create
                 a presumption that the Employee has not met the applicable
                 standard of conduct.

          (iii)  The Company may purchase and maintain insurance on its own
                 behalf and on behalf of any person who is or was a director,
                 officer, employee, fiduciary, or agent of the Company or was
                 serving at the request of the Company as a director, officer,
                 employee or agent of another corporation, partnership, joint
                 venture, trust or other enterprise against any liability
                 asserted against him or her and incurred by him or her in any
                 such capacity, whether or not the Company would have the power
                 to indemnify such person against such liability under its
                 bylaws or the provisions of this Agreement.

          (iv)   Expenses incurred by Employee described in SECTION 12(j)(i) in
                 defending a proceeding shall be paid by the Company in advance
                 of such proceeding's final disposition unless otherwise
                 determined by the Board in the specific case upon receipt of an
                 undertaking by or on behalf of the Employee to repay such
                 amount if it shall ultimately be determined that he is not
                 entitled to be indemnified by the Company.

     (k)  INJUNCTIVE RELIEF. The Company and the Employee agree that a breach of
          any term of SECTIONS 8, 9 or 10 of this Agreement by the Employee
          would cause irreparable damage to the Company and that, in the event
          of such breach, the Company shall have, in addition to any and all
          remedies of law, the right to any injunction, specific performance and
          other equitable relief to prevent or to redress the violation of the
          Employee's duties or responsibilities hereunder.

     (l)  ARBITRATION.

          (i)    If a dispute arises about whether Cause or Good Reason has
                 occurred, the Employee's Termination Date shall be deferred
                 until such dispute is resolved under American Arbitration
                 Association rules for the resolution of employment disputes
                 (the "RULES"). Any arbitration hereunder shall be conducted
                 before a panel of three arbitrators unless the parties mutually
                 agree that the arbitration shall be conducted before a single
                 arbitrator. The

                                       21
<Page>

                 arbitrators shall be selected (from lists provided by the AAA)
                 through mutual agreement of the parties, if possible. If the
                 parties fail to reach agreement upon appointment of arbitrators
                 within twenty (20) days following receipt by one party of the
                 other party's notice of desire to arbitrate, then within five
                 (5) days following the end of such 20-day period, each party
                 shall select one arbitrator who, in turn, shall within five (5)
                 days jointly select the third arbitrator to comprise the
                 arbitration panel hereunder. The site for any arbitration
                 hereunder shall be in Harris County, Texas, unless otherwise
                 mutually agreed by the parties, and the parties hereby waive
                 any objection that the forum is inconvenient.

          (ii)   The party submitting any matter to arbitration shall do so in
                 accordance with the Rules. Notice to the other party shall
                 state the question or questions to be submitted for decision or
                 award by arbitration.

          (iii)  The arbitrator shall set the date, time and place for each
                 hearing, and shall give the parties advance written notice in
                 accordance with the Rules. Any party may be represented by
                 counsel or other authorized representative at any hearing. The
                 arbitration shall be governed by the Federal Arbitration Act, 9
                 U.S.C. Sections 1 et. seq. (or its successor). The arbitrator
                 shall apply the substantive law and the law of remedies, if
                 applicable, of the State of Texas to the claims asserted to the
                 extent that the arbitrator determines that federal law is not
                 controlling.

          (iv)   (1) Any award of an arbitrator shall be final and binding upon
                 the parties to such arbitration, and each party shall
                 immediately make such changes in its conduct or provide such
                 monetary payment or other relief as such award requires. The
                 parties agree that the award of the arbitrator shall be final
                 and binding and shall be subject only to the judicial review
                 permitted by the Federal Arbitration Act; and (2) the parties
                 hereto agree that the arbitration award may be entered with any
                 court having jurisdiction and the award may then be enforced as
                 between the parties, without further evidentiary proceedings,
                 the same as if entered by the court at the conclusion of a
                 judicial proceeding in which no appeal was taken. The Company
                 and the Employee hereby agree that a judgment upon any award
                 rendered by an arbitrator may be enforced in other
                 jurisdictions by suit on the judgment or in any other manner
                 provided by law.

          (v)    Each party shall pay any monetary amount required by the
                 arbitrator's award, and the fees, costs and expenses for its
                 own counsel, witnesses and exhibits, unless otherwise
                 determined by the arbitrator in the award. The compensation and
                 costs and expenses assessed by the arbitrator(s) and the AAA
                 shall be split evenly between the parties unless otherwise
                 determined by the arbitrator in the award. If court proceedings
                 to stay litigation or compel arbitration are necessary, the
                 party who opposes such proceedings to stay litigation or compel
                 arbitration, if such party is unsuccessful, shall

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<Page>

                 pay all associated costs, expenses, and attorney's fees which
                 are reasonably incurred by the other party as determined by the
                 arbitrator.

     (m)  EMPLOYEE'S COOPERATION. During the Employment Period and thereafter,
          Employee shall cooperate with the Company and its Affiliates in any
          internal investigation, any administrative, regulatory or judicial
          proceeding or any dispute with a third party as reasonably requested
          by the Company (including, without limitation, Employee being
          available to the Company upon reasonable notice for interviews and
          factual investigations, appearing at the Company's request to give
          testimony without requiring service of a subpoena or other legal
          process, volunteering to the Company all pertinent information and
          turning over to the Company all relevant documents which are or may
          come into Employee's possession, all at times and on schedules that
          are reasonably consistent with Employee's other permitted activities
          and commitments). In the event the Company requires Employee's
          cooperation in accordance with this SECTION 12(m), the Company shall
          reimburse Employee for reasonable travel expenses (including lodging
          and meals) upon submission of receipts and in the event such
          cooperation is provided by the Employee after the termination of the
          Employment Period, the Company will pay Employee $500 for each day
          Employee provides such cooperation.

     (n)  INDEMNIFICATION AND REIMBURSEMENT OF PAYMENTS ON BEHALF OF EMPLOYEE.
          The Company and its Affiliates shall be entitled to deduct or withhold
          from any amounts owing from the Company or any of its Affiliates to
          Employee any federal, state, local or foreign withholding taxes,
          excise tax, or employment taxes ("TAXES") imposed with respect to
          Employee's compensation or other payments from the Company or any of
          its Affiliates or Employee's ownership interest in the Company
          (including, without limitation, wages, bonuses, dividends, the receipt
          or exercise of equity options and/or the receipt or vesting of
          restricted equity). In the event the Company or any of its Affiliates
          does not make such deductions or withholdings, Employee shall
          indemnify the Company and its Affiliates for any amounts paid with
          respect to any such Taxes, together with any interest, penalties and
          related expenses thereto.

     (o)  SURVIVAL OF CERTAIN PROVISIONS. Provisions in this Agreement which are
          expressed to operate or have effect after the termination of this
          Agreement or of the Employment Period shall remain in effect
          thereafter, including, without limitation, SECTIONS 6, 8, 9, 10, 11
          and 12(c) through 12(p).

     (p)  TAX DISCLOSURES. Notwithstanding anything herein to the contrary, the
          Company and Employee and each other party to the transaction
          contemplated hereby (and each affiliate and person acting on behalf of
          any such party) agree that each party (and each employee,
          representative and other agent of such party) may disclose to any and
          all persons, without limitation of any kind, the tax treatment and tax
          structure of the transaction and all materials of any kind (including
          opinions or other tax analyses) that are provided to such party or
          such person relating to such tax treatment and tax structure, except
          to the extent necessary to comply with any

                                       23
<Page>

          applicable federal or state securities laws. This authorization is not
          intended to permit disclosure of any other information, including
          (without limitation) (i) any portion of any materials to the extent
          not related to the tax treatment or tax structure of the transaction,
          (ii) the identities of participants or potential participants in the
          transaction, (iii) the existence or status of any negotiations, (iv)
          any pricing or financial information (except to the extent such
          pricing or financial information is related to the tax treatment or
          tax structure of the transaction) or (v) any other term or detail not
          relevant to the tax treatment or the tax structure of the transaction.

                                       24
<Page>

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Executive Employment Agreement as of the date first written above.


                                          GUNDLE/SLT ENVIRONMENTAL, INC.


                                          By: /s/ C. WAYNE CASE
                                             -----------------------------------
                                          Name:   C. Wayne Case
                                               ---------------------------------
                                          Title:  Vice President
                                                --------------------------------

                                          EMPLOYEE:


                                          By: /s/ SAMIR T. BADAWI
                                             -----------------------------------
                                                  Samir T. Badawi

<Page>

                                                                       EXHIBIT A

                                 GENERAL RELEASE

     I, Samir Badawi, in consideration of and subject to the performance by
Gundle/SLT Environmental, Inc., a Delaware corporation (together with its
subsidiaries, the "COMPANY"), of its obligations under the Employment Agreement,
dated as of May 18, 2004 (the "AGREEMENT"), do hereby release and forever
discharge as of the date hereof the Company and its affiliates and all present
and former directors, officers, agents, representatives, employees, successors
and assigns of the Company and its affiliates and the Company's direct or
indirect owners (collectively, the "RELEASED PARTIES") to the extent provided
below.

1.  I understand that any payments or benefits paid or granted to me under
    SECTION 6 of the Agreement represent, in part, consideration for signing
    this General Release and are not salary, wages or benefits to which I was
    already entitled. I understand and agree that I will not receive the
    payments and benefits specified in SECTION 6 of the Agreement unless I
    execute this General Release and do not revoke this General Release within
    the time period permitted hereafter or breach this General Release. Such
    payments and benefits will not be considered compensation for purposes of
    any employee benefit plan, program, policy or arrangement maintained or
    hereafter established by the Company or its affiliates. I also acknowledge
    and represent that I have received all payments and benefits that I am
    entitled to receive (as of the date hereof) by virtue of any employment by
    the Company.

2.  Except as provided in paragraph 4 below and except for the provisions of my
    Employment Agreement which expressly survive the termination of my
    employment with the Company, I knowingly and voluntarily (for myself, my
    heirs, executors, administrators and assigns) release and forever discharge
    the Company and the other Released Parties from any and all claims, suits,
    controversies, actions, causes of action, cross-claims, counter-claims,
    demands, debts, compensatory damages, liquidated damages, punitive or
    exemplary damages, other damages, claims for costs and attorneys' fees, or
    liabilities of any nature whatsoever in law and in equity, both past and
    present (through the date this General Release becomes effective and
    enforceable) and whether known or unknown, suspected, or claimed against the
    Company or any of the Released Parties which I, my spouse, or any of my
    heirs, executors, administrators or assigns, may have, which arise out of or
    are connected with my employment with, or my separation or termination from,
    the Company (including, but not limited to, any allegation, claim or
    violation, arising under: Title VII of the Civil Rights Act of 1964, as
    amended; the Civil Rights Act of 1991; the Age Discrimination in Employment
    Act of 1967, as amended (including the Older Workers Benefit Protection
    Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities
    Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment
    Retraining and Notification Act; the Employee Retirement Income Security Act
    of 1974; any applicable Executive Order Programs; the Fair Labor Standards
    Act; or their state or local counterparts; or under any other federal, state
    or local civil or human rights law, or under any other local, state, or
    federal law, regulation or ordinance; or under any public policy, contract
    or tort, or under common law; or arising under any policies, practices or
    procedures of the Company; or any claim for wrongful discharge, breach of
    contract, infliction of emotional distress, defamation; or any claim for
    costs, fees, or other expenses, including attorneys' fees incurred in these
    matters) (all of the foregoing collectively referred to herein as the
    "CLAIMS").

<Page>

3.  I represent that I have made no assignment or transfer of any right, claim,
    demand, cause of action, or other matter covered by paragraph 2 above.

4.  I agree that this General Release does not waive or release any rights or
    claims that I may have under the Age Discrimination in Employment Act of
    1967 which arise after the date I execute this General Release. I
    acknowledge and agree that my separation from employment with the Company in
    compliance with the terms of the Agreement shall not serve as the basis for
    any claim or action (including, without limitation, any claim under the Age
    Discrimination in Employment Act of 1967).

5.  In signing this General Release, I acknowledge and intend that it shall be
    effective as a bar to each and every one of the Claims hereinabove mentioned
    or implied. I expressly consent that this General Release shall be given
    full force and effect according to each and all of its express terms and
    provisions, including those relating to unknown and unsuspected Claims
    (notwithstanding any state statute that expressly limits the effectiveness
    of a general release of unknown, unsuspected and unanticipated Claims), if
    any, as well as those relating to any other Claims hereinabove mentioned or
    implied. I acknowledge and agree that this waiver is an essential and
    material term of this General Release and that without such waiver the
    Company would not have agreed to the terms of the Agreement. I further agree
    that in the event I should bring a Claim seeking damages against the
    Company, or in the event I should seek to recover against the Company in any
    Claim brought by a governmental agency on my behalf, this General Release
    shall serve as a complete defense to such Claims. I further agree that I am
    not aware of any pending charge or complaint of the type described in
    paragraph 2 as of the execution of this General Release.

6.  I agree that neither this General Release, nor the furnishing of the
    consideration for this General Release, shall be deemed or construed at any
    time to be an admission by the Company, any Released Party or myself of any
    improper or unlawful conduct.

7.  I agree that I will forfeit all amounts payable by the Company pursuant to
    the Agreement if I challenge the validity of this General Release. I also
    agree that if I violate this General Release by suing the Company or the
    other Released Parties, I will pay all costs and expenses of defending
    against the suit incurred by the Released Parties, including reasonable
    attorneys' fees, and return all payments received by me pursuant to the
    Agreement.

8.  I agree that this General Release is confidential and agree not to disclose
    any information regarding the terms of this General Release, except to my
    immediate family and any tax, legal or other counsel I have consulted
    regarding the meaning or effect hereof or as required by law, and I will
    instruct each of the foregoing not to disclose the same to anyone.
    Notwithstanding anything herein to the contrary, each of the parties (and
    each affiliate and person acting on behalf of any such party) agree that
    each party (and each employee, representative, and other agent of such
    party) may disclose to any and all persons, without limitation of any kind,
    the tax treatment and tax structure of this transaction contemplated in the
    Agreement and all materials of any kind (including opinions or other tax
    analyses) that are provided to such party or such person relating to such
    tax treatment and tax structure, except to the extent necessary to comply
    with any applicable federal or state securities laws. This authorization is
    not intended to permit disclosure of any other information including

                                        2
<Page>

    (without limitation) (i) any portion of any materials to the extent not
    related to the tax treatment or tax structure of this transaction, (ii) the
    identities of participants or potential participants in the Agreement, (iii)
    any financial information (except to the extent such information is related
    to the tax treatment or tax structure of this transaction), or (iv) any
    other term or detail not relevant to the tax treatment or the tax structure
    of this transaction.

9.  Any non-disclosure provision in this General Release does not prohibit or
    restrict me (or my attorney) from responding to any inquiry about this
    General Release or its underlying facts and circumstances by the Securities
    and Exchange Commission (SEC), the National Association of Securities
    Dealers, Inc. (NASD), any other self-regulatory organization or governmental
    entity.

10. I agree to reasonably cooperate with the Company in any internal
    investigation, any administrative, regulatory, or judicial proceeding or any
    dispute with a third party. I understand and agree that my cooperation may
    include, but not be limited to, making myself available to the Company upon
    reasonable notice for interviews and factual investigations; appearing at
    the Company's request to give testimony without requiring service of a
    subpoena or other legal process; volunteering to the Company pertinent
    information; and turning over to the Company all relevant documents which
    are or may come into my possession all at times and on schedules that are
    reasonably consistent with my other permitted activities and commitments. I
    understand that in the event the Company asks for my cooperation in
    accordance with this provision, the Company will reimburse me for reasonable
    travel expenses, (including lodging and meals), upon my submission of
    receipts and in the event I provide such cooperation after the termination
    of the Employment Period, the Company will pay me $500 for each day I
    provide such cooperation.

11. I agree not to disparage the Company, its past and present investors,
    officers, directors or employees or its affiliates and to keep all
    confidential and proprietary information about the past or present business
    affairs of the Company and its affiliates confidential unless a prior
    written release from the Company is obtained. I further agree that as of the
    date hereof, I have returned to the Company any and all property, tangible
    or intangible, relating to its business, which I possessed or had control
    over at any time (including, but not limited to, company-provided credit
    cards, building or office access cards, keys, computer equipment, manuals,
    files, documents, records, software, customer data base and other data) and
    that I shall not retain any copies, compilations, extracts, excerpts,
    summaries or other notes of any such manuals, files, documents, records,
    software, customer data base or other data.

12. Notwithstanding anything in this General Release to the contrary, this
    General Release shall not relinquish, diminish, or in any way affect any
    rights or claims arising out of any breach by the Company or by any Released
    Party of the Agreement after the date hereof.

13. Whenever possible, each provision of this General Release shall be
    interpreted in, such manner as to be effective and valid under applicable
    law, but if any provision of this General Release is held to be invalid,
    illegal or unenforceable in any respect under any applicable law or rule in
    any jurisdiction, such invalidity, illegality or unenforceability shall not
    affect any other provision or any other jurisdiction, but this General
    Release shall be reformed,

                                        3
<Page>

    construed and enforced in such jurisdiction as if such invalid, illegal or
    unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

          (i)    I HAVE READ IT CAREFULLY;

          (ii)   I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP
                 IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER
                 THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED,
                 TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE
                 EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF
                 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
                 AS AMENDED;

          (iii)  I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

          (iv)   I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE
                 EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND
                 CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

          (v)    I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS
                 RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON _______________ __,
                 _____ TO CONSIDER IT AND THE CHANGES MADE SINCE THE
                 _______________ __, _____ VERSION OF THIS RELEASE ARE NOT
                 MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

          (vi)   THE CHANGES TO THE AGREEMENT SINCE _______________ ___, _____
                 EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.

          (vii)  I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS
                 RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME
                 EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS
                 EXPIRED;

          (viii) I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY
                 AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH
                 RESPECT TO IT; AND

          (ix)   I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE
                 AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN
                 WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY
                 AND BY ME.

                                        4
<Page>

                 DATE:
                        -------------               ----------------------
                                                    Samir Badawi

                                        5