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                                                                    Exhibit 10.8

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS AGREEMENT (the "AGREEMENT") is made and entered into this 18th day of
May, 2004 (the "EFFECTIVE DATE"), by and between GSE LINING TECHNOLOGY, INC., a
Delaware corporation, having its corporate headquarters located at 19103 Gundle
Road, Houston, Texas 77073 (hereinafter referred to as the "COMPANY"), and
ERNEST C. ENGLISH (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.

     BOARD shall mean the board of directors of Gundle/SLT Environmental, Inc.

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

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

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

     COMPANY means GSE Lining Technology, Inc., a Delaware corporation, with its
corporate headquarters located at 19103 Gundle Road, Houston, Texas 77073.

     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

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days or an aggregate of 180 calendar days in any calendar year, during an
Employment Period, all as determined in good faith by the Parent Board (or a
committee thereof).

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

     EMPLOYEE means Ernest C. English, an individual residing at 8710 Wyndham
Village Drive, Houston, TX 77040.

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

     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
indirectly owns all of the outstanding capital stock of the Company.

     PARENT BOARD shall mean the board of directors of the 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.

     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 Vice President and
          General Manager of North American Operations 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 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.

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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 $194,000 (the "BASE SALARY"). The 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.

     (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.

     (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 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.

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     (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 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 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 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)  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
          Parent Board or a committee thereof) of a crime or criminal offense
          involving theft, fraud, embezzlement or

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          other felony or otherwise involving dishonesty, in each case 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 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 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

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          accordance with this Agreement. For purposes of this Agreement, a
          "NOTICE OF 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)  WITHOUT CAUSE, DISABILITY OR FOR GOOD REASON. If 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) 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 the Consolidated Omnibus Budget
          Reconciliation Act of 1986, as amended ("COBRA") and (iii) 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 average of the Bonuses
          paid to Employee for the immediately preceding three years. All
          amounts shall be paid in accordance with the Company's normal payroll
          practices and subject to applicable federal, state and local taxes.

     (c)  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

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          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.

     (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. 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,

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                 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 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

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          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 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;

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          (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 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).

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          (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 Parent Board and, at the Company's
     expense, perform all actions reasonably requested by 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 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

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                 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 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 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

                                       12
<Page>

          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.

     (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 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.

                                       13
<Page>

     (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:

          GSE Lining Technology, Inc.
          19103 Gundle Road
          Houston, TX 77073
          Attention: Samir T. Badawi, Chief Executive Officer

          WITH A COPY TO:

          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::

          Ernest C. English
          8710 Wyndham Village Drive
          Houston, TX 77040

          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

                                       14
<Page>

          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 Letter Agreement, dated as of June 18, 1999,
          between Employee and the GSE Lining Technology, Inc.) 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 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

                                       15
<Page>

                 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
                 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

                                       16
<Page>

                 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 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

                                       17
<Page>

                 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 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 $300 for each day
          Employee provides such cooperation.

                                       18
<Page>

     (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 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.

                                       19
<Page>

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


                                       GSE LINING TECHNOLOGY, INC.


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

                                       EMPLOYEE:


                                       By: /s/ ERNEST C. ENGLISH
                                          --------------------------------------
                                              Ernest C. English

<Page>

                                                                       EXHIBIT A

                                 GENERAL RELEASE

     I, Ernest C. English, in consideration of and subject to the performance by
GSE Lining Technology, 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 $300 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,

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    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
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                 DATE:
                       -------------             ----------------------
                                                 Ernest C. English

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