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                                                                   EXHIBIT 10.12



                              EMPLOYMENT AGREEMENT


   
         THIS EMPLOYMENT AGREEMENT, made and entered into as of the 16th day
of April, 1998 (the "EFFECTIVE DATE"), by and between Synagro Technologies,
Inc., a Delaware corporation (hereafter "COMPANY") and Daniel L. Shook
(hereafter "EXECUTIVE"), an individual;
    

                              W I T N E S S E T H:

         WHEREAS, Company wishes to secure the services of the Executive
subject to the terms and conditions hereafter set forth; and

         WHEREAS, the Executive is willing to enter into this Agreement upon
the terms and conditions hereafter set forth,

         NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein, the parties hereto agree as follows:

         1.      EMPLOYMENT.  During the Employment Period (as defined in
Section 4 hereof), the Company shall employ Executive, and Executive shall
serve, as Chief Financial Officer, Vice President of Finance, Treasurer and
Secretary.  Executive's principal place of employment shall be at the Company's
principal corporate offices in Spring, Texas or at such other location for the
Company's principal corporate offices during the Employment Period.

         2.      COMPENSATION.  The Company shall pay or cause to be paid to
Executive during the Employment Period an annual base salary for his services
under this Agreement of not less than $133,750, payable in equal monthly or
semi-monthly installments in accordance with the Company's normal payroll
procedures.  The Executive's base salary shall be subject to annual review and
may be increased, depending upon the performance of the Company and Executive,
upon the recommendation of the Board of Directors of the Company (hereafter
"BOARD OF DIRECTORS").  Nothing contained herein shall preclude the payment of
a bonus, supplemental or incentive compensation to Executive provided that the
Board of Directors authorizes any such compensation payment.

         3.      DUTIES AND RESPONSIBILITIES OF EXECUTIVE.  During the
Employment Period, Executive shall devote his services full time to the
business of the Company and perform the duties and responsibilities assigned to
him by the Board of Directors to the best of his ability and with reasonable
diligence.  In determining Executive's duties and responsibilities, the Board
of Directors shall act in good faith and shall not assign duties and
responsibilities to Executive that are not appropriate or customary with
respect to the position of Executive hereunder.  This Section 3 shall not be
construed as preventing Executive from engaging in reasonable volunteer
services for





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charitable, educational or civic organizations, or from investing his assets in
such form or manner as will not require a material amount of his services in
the operations of the companies or businesses in which such investments are
made.

         4.      TERM OF EMPLOYMENT.  Executive's term of employment with the
Company under this Agreement shall be for twenty-four (24) consecutive months
beginning on the Effective Date and continuing thereafter so that the remaining
term of employment hereunder is always 24 months, unless Notice of Termination
pursuant to Section 7 is given by either the Company or Executive to the other
party.  The Company and Executive shall each have the right to give Notice of
Termination at will, with or without cause, at any time, subject to the terms
of this Agreement regarding rights and duties of the parties upon termination
of employment.  This "evergreen" 24-month employment period hereunder shall be
referred to herein as the "TERM OF EMPLOYMENT."  The period from the Effective
Date through the date of Executive's termination of employment for whatever
reason shall be referred to herein as the "EMPLOYMENT PERIOD."

         5.      BENEFITS.  Subject to the terms and conditions of this
Agreement, during the Employment Period, Executive shall be entitled to the
following:

                 (a)      REIMBURSEMENT OF EXPENSES.  The Company shall pay or
         reimburse Executive for all reasonable travel, entertainment and other
         reasonable expenses paid or incurred by Executive in performing his
         business obligations hereunder.  The Company shall also provide
         Executive with suitable office space and secretarial help.  Executive
         shall provide substantiating documentation for expense reimbursement
         requests as reasonably required by the Company for its tax and other
         business records.

                 (b)      EXPENSE ALLOWANCES.  Executive shall be entitled to:
         (i) a car allowance of $800 per month plus additional reimbursement
         for fuel expenses, and (ii) if for any reason Employee shall not be
         covered by a health insurance policy of Employer, a medical insurance
         coverage expense allowance of $360 per month.

                 (c)      OTHER BENEFITS.  Executive shall be entitled to
         participate in any pension, profit-sharing, stock option, deferred
         compensation, or similar plan or program of the Company established by
         the Company, to the extent that he is eligible under the provisions
         thereof.  Executive shall also be entitled to participate in any group
         insurance, hospitalization, medical, health and accident, disability
         or similar plan or program established by the Company, to the extent
         that he is eligible under the provisions thereof.

                 (d)      PAID VACATION.  Executive shall be entitled to the
         number of days of paid vacation each year that is accorded under the
         Company's vacation policy as in effect from time to time.  Without
         limiting the generality of the foregoing, Executive shall initially be
         entitled to four (4) weeks' of paid vacation during each 12-month
         period of employment with





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         the Company (which shall accrue monthly on a pro rata basis).  Unused
         vacation days in one year shall be carried forward for a period not to
         exceed 12 months in accordance with Company's vacation policy as in
         effect from time to time.

         6.      RIGHTS AND PAYMENTS UPON TERMINATION.  The Executive's right
to compensation and benefits for periods after the date on which his employment
with the Company terminates for whatever reason (the "TERMINATION DATE") shall
be determined in accordance with this Section 6,

                 (a)      MINIMUM PAYMENTS.  Executive shall be entitled to the
         following payments, in addition to any payments or benefits to which
         the Executive is entitled under the terms of any employee benefit plan
         or the following provisions of this Section 6:

                          (1)     his unpaid salary for the full month in which
                 his Termination Date occurred; provided, however, if Executive
                 is terminated for Cause pursuant to Section 6(b) below, he
                 shall only be entitled to receive his accrued but unpaid
                 salary through his Termination Date; and

                          (2)     his accrued but unpaid vacation pay for the
                 period ending on his Termination Date in accordance with the
                 Company's vacation pay policy as in effect at such time.

                 (b)      SEVERANCE PAYMENT.  Notwithstanding any other
         provision of this Agreement to the contrary, in the event that (i)
         Executive's employment hereunder is terminated by the Company at any
         time for any reason except (A) for Cause (as defined below) or (B)
         Executive's death or Disability (as defined below) or (ii) Executive
         terminates his own employment hereunder at any time for Good Reason
         (as defined below), then, in either such event, Executive shall be
         entitled to receive, and the Company shall be obligated to pay, a lump
         sum cash payment equal to two hundred percent (200%) of the sum of X
         and Y.  For purposes of the immediately preceding sentence, X is the
         present value of Executive's base annual salary pursuant to Section 2
         or the annual salary then being paid to him, whichever is greater, and
         Y is the Executive's bonus payment(s) made by the Company to Executive
         in the Company's fiscal year immediately preceding the fiscal year in
         which his termination of employment occurred.  For purposes of the
         immediately preceding sentence, the "present value" of such base
         annual salary shall be determined in accordance with the regulations
         under Section 280G of the Code (as defined below).  Also, except as
         otherwise specifically provided in this Section 6(b), such severance
         payment shall be in addition to, and shall not reduce or offset, any
         other payments that are due to Executive from the Company or any other
         source or under any other agreements, except any severance pay plan or
         program maintained by the Company that covers employees generally.
         The provisions of this Section 6(b) shall supersede any conflicting
         provisions of this Agreement but shall not be construed to curtail,
         offset or limit Executive's rights to any other payments, whether
         contingent upon





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         a Change in Control (as defined below) or otherwise, under the
         Agreement or any other agreement, contract, plan or other source of
         payment except as specifically provided herein.  In addition, in the
         event of a Change in Control, Executive shall be entitled to receive
         the bonus payment described in Section 9 hereof, if applicable.

                 Notwithstanding any provision of this Section 6(b) to the
         contrary, the Executive must first execute an appropriate release and
         waiver agreement whereby Executive agrees to release and waive, in
         return for the severance payment described in this Section 6(b), any
         claims that he may have against the Company for (1) unlawful
         discrimination (including, without limitation, age discrimination) and
         (2) severance pay under any other severance pay plan or program
         maintained by the Company that covers Executive; provided, however,
         such agreement shall not release or waive any claims that may be
         brought by Executive for payments that may be due under this
         Agreement, without Executive's express written consent.  Any severance
         payment required under this Section 6(b)shall be paid to Executive
         within twenty (20) days after Executive executes such release and
         waiver agreement, unless the parties agree in writing before then to
         another payment date or method of payment, e.g., installment payments.
         Executive shall not be required to mitigate any damages under this
         Section 6(b) or any other provision of this Agreement.

                 A "CHANGE IN CONTROL" of the Company shall be deemed to have
         occurred if any of the following shall have taken place: (1) a change
         in control is reported by the Company in response to either Item 6(e)
         of Schedule 14A of Regulation 14A promulgated under the Securities
         Exchange Act of 1934 (the "Exchange Act") or Item 1 of Form 8-K
         promulgated under the Exchange Act, or any successor provisions
         thereto; (2) any "person" (as such term is used in Sections 13(d) and
         14(d)(2) of the Exchange Act) is or becomes the "beneficial owner" (as
         defined in Rule 13d-3 under the Exchange Act), or any successor
         provisions thereto, directly or indirectly, of securities of the
         Company representing twenty-five (25%) or more of the combined voting
         power of the Company's then-outstanding securities; (3) the approval
         by the stockholders of the Company of a reorganization, merger, or
         consolidation, in each case with respect to which persons who were
         stockholders of the Company immediately prior to such reorganization,
         merger, or consolidation do not, immediately thereafter, own or
         control more than fifty percent (50%) of the combined voting power
         entitled to vote generally in the election of directors of the
         reorganized, merged or consolidated Company's then outstanding
         securities, or a liquidation or dissolution of the Company or of the
         sale of all or substantially all of the Company's assets; (4) in the
         event any person shall be elected by the stockholders of the Company
         to the Board of Directors who shall have not been nominated for
         election by a majority of the Board of Directors or any duly appointed
         committee thereof; or (5) following the election or removal of
         directors, a majority of the Board of Directors consists of
         individuals who were not members of the Board of Directors two (2)
         years before such election or removal, unless the election of each
         director who is not a director at the beginning of such two-year
         period has been approved in





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         advance by directors representing at least a majority of the directors
         then in office who were directors at the beginning of the two-year
         period.

                 "DISABILITY" means a "permanent and total disability" as
         defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as
         amended (the "CODE") and Treasury regulations thereunder.  Evidence of
         such Disability shall be certified by a physician acceptable to both
         the Company and Executive.  In the event that the parties are not able
         to agree on the choice of a physician, each shall select a physician
         who, in turn, shall select a third physician to render such
         certification.  All costs relating to the determination of whether
         Executive has incurred a Disability shall be paid by the Company.

                 "CODE" means the Internal Revenue Code of 1986, as amended.
         References in this Agreement to any Section of the Code shall include
         any "Successor Provisions" as defined in Section 9(e).

                 "CAUSE" means a termination of employment directly resulting
         from (1) the Executive having engaged in intentional misconduct
         causing a serious and material violation by the Company of any state
         or federal laws, (2) the Executive having engaged in a material theft
         of corporate funds or corporate assets or in a material act of fraud
         upon the Company, (3) an act of personal dishonesty taken by the
         Executive that was intended to result in substantial personal
         enrichment of the Executive at the expense of the Company, (4)
         repeated violations by the Executive of Executive's material
         obligations under this Agreement or under written policies of the
         Company which are demonstrably willful on the Executive's part, and
         for which Executive has received more than one written warning that
         specifies each area of Executive's violations, (5) Executive's use of
         illegal drugs as evidenced by a drug test authorized by Company, (6)
         Executive's final conviction (or the entry of a plea of nolo
         contendere or equivalent plea) in a court of competent jurisdiction of
         a felony, and (7) a breach by the Executive during the Employment
         Period of the provisions of Sections 11, 12, 13 or 14 below, if such
         breach results in a material injury to the Company.

                 "GOOD REASON" means the occurrence of any of the following
         events without Executive's express written consent:

                          (1)     A ten percent (10%) or greater reduction in
                 Executive's annual base salary; or

                          (2)     Any breach by the Company or its successors
                 of any material provision of this Agreement; or

                          (3)     A substantial and adverse change in the
                 Executive's duties, control, authority, status or position, or
                 the assignment to the Executive of any duties or





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                 responsibilities which are materially inconsistent with such
                 status or position, or a material reduction in the duties and
                 responsibilities previously exercised by the Executive, or a
                 loss of title, loss of office, loss of significant authority,
                 power or control, or any removal of Executive from, or any
                 failure to reappoint or reelect him to, such positions, except
                 in connection with the termination of his employment for
                 Cause, Disability or death; or

                          (4)     Following a Change in Control (as defined in
                 Section 6(b)) any of the following events:

                                  (A)      the failure by the Company or its
                          successor to expressly assume and agree to continue
                          and perform this Agreement in the same manner and to
                          the same extent that the Company would be required to
                          perform if such Change in Control had not occurred;

                                  (B)      a relocation of more than
                          twenty-five (25) miles of Executive's principal
                          office from the location of such office immediately
                          prior to the Change in Control date;

                                  (C)      A substantial increase in the
                          business travel required of Executive by the Company
                          or its successor;  or

                                  (D)      the Company or its successor fails
                          to continue in effect any pension plan,
                          health-and-accident plan, or disability income plan
                          in which Executive was participating at the time of
                          the Change in Control (or plans providing Executive
                          with substantially equal and similar benefits), or
                          the taking of any action by the Company or its
                          successor which would adversely affect Executive's
                          participation in or materially reduce his benefits
                          under any such plan that was enjoyed by him
                          immediately prior to the Change in Control.

                 (c)      STOCK OPTIONS.  In the event that there is a
         termination of Executive's employment hereunder for any reason except
         for Cause, Executive shall be entitled to exercise any and all
         nonstatutory stock options (as opposed to any incentive stock options
         described in Section 422 of the Internal Revenue Code) that were
         previously granted to him by the Company, and are outstanding, vested
         and unexercised as of his Termination Date, during the exercise period
         ending on the shorter of (i) two (2) years from his Termination Date
         or (ii) the expiration date of the stock option as specified in the
         stock option plan or stock option agreement, as applicable,
         notwithstanding any provision in such plan or agreement that provides
         for a more limited time period to exercise stock options following
         termination of employment; provided however, if said stock option plan
         or stock option





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         agreement provides therein for a longer period of time to exercise
         such outstanding, vested and unexercised stock options following his
         Termination Date, then such stock option plan or agreement shall
         control and the remaining provisions of this Section 6(c) shall be
         inapplicable and without  further force or effect.

                 During the extension period specified in the previous
         paragraph, if applicable, the Executive shall be considered an
         employee of the Company who shall make himself available to provide
         consulting services to the Company in consideration for such extension
         of the option exercise period and any post-termination payments
         provided to Executive under Section 6(a) or (b) of this Agreement.  In
         this regard, Executive agrees to be classified as an employee of the
         Company solely for the limited purpose of making himself available to
         provide consulting services on an as-needed basis; provided, however,
         Executive hereby specifically waives any right, entitlement, claim or
         demand to (i) any additional compensation for such consulting services
         and (ii) coverage or benefits under any of the Company's employee
         benefit plans or programs, or other perquisites, terms and conditions
         of employment, except as expressly specified in other provisions of
         this Agreement.  Except as expressly provided in this Section 6(c),
         the provision of consulting services by Executive shall not expand his
         rights or duties under this Agreement.  Executive hereby agrees to
         provide, upon request of the Company, consulting services to the
         Company on the following terms and conditions:

                 (1)      Executive will make himself available, on an
                          as-needed basis, to provide consulting services to
                          the Company for up to three (3) days per month during
                          the period beginning on the day after his Termination
                          Date and ending on the last day of the extension
                          period for exercising stock options as provided in
                          the first paragraph of Section 6(c) above, subject to
                          the following conditions:

                          (A)     At least five (5) days written advance notice
                                  to Executive is provided by the Company;

                          (B)     There is no concurrent illness of Executive
                                  or his spouse;

                          (C)     There is no prior commitment of Executive
                                  including, without limitation, vacation or
                                  attention to personal affairs; and

                          (D)     No travel is required of Executive in excess
                                  of 200 miles round-trip.

                          Executive, in any particular instance, may waive any
                          or all of the conditions set forth in clauses (A),
                          (B), (C) or (D) above in his complete discretion.
                          Any such waiver shall not be a continuing waiver and
                          shall not release Executive of any of his rights
                          hereunder.





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                 (2)      Executive agrees to provide such information,
                          services, advice and recollection of events as may
                          from time to time be reasonably requested by, or on
                          behalf of, the Company regarding corporate,
                          regulatory or business matters of which Executive may
                          have knowledge, information or understanding,
                          including testifying truthfully in any litigation or
                          other proceedings involving the Employer, provided
                          that (i) Executive first determines that his
                          interests are not adverse, or potentially adverse, to
                          those of the Company, and (ii) the Company has
                          indemnified Executive to his satisfaction including,
                          without limitation, for reasonable attorney's fees
                          and costs.  The parties hereto agree that it is the
                          quality, and not the quantity, of the consulting
                          services to be provided by Executive that is
                          important to the Company.

                 (3)      The Company will reimburse Executive for all
                          reasonable out-of-pocket expenses incurred by
                          Executive in the course of his performance of
                          consulting services, including, without limitation,
                          supplies, mileage and travel expenses.  Executive
                          agrees not to incur any expense, obligation,  or
                          liability on behalf of the Company without its prior
                          written consent.

                 (4)      The provision of consulting services by Executive for
                          the Company is non-exclusive and shall not, in any
                          way, limit the rights of Executive to seek and
                          maintain other employment or to perform compensatory
                          services on behalf of any other person or entity.

                 (5)      The consulting services contemplated under this
                          Section 6(c) shall not be considered part of
                          Executive's Employment Period pursuant to Section 4,
                          nor affect his Termination Date.

         7.      NOTICE OF TERMINATION.  Any termination by the Company or the
Executive shall be communicated by Notice of Termination to the other party
hereto.  For purposes of this Agreement, the term "NOTICE OF TERMINATION" means
a written notice which indicates the specific termination provision of this
Agreement relied upon and sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.

         8.      NO MITIGATION REQUIRED.  Executive shall not be required to
mitigate the amount of any payment provided for under this Agreement by seeking
other employment or in any other manner.





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         9.      CHANGE IN CONTROL:  REQUIREMENT OF BONUS PAYMENT IN CERTAIN
CIRCUMSTANCES.

                 (a)      In the event that Executive is deemed to have
         received an "excess parachute payment" (as such term is 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
         Bonus Payment (defined below) to Executive promptly after the date on
         which Executive received or is deemed to have received any excess
         parachute payment notwithstanding any contrary provision herein.

                 (b)      The term "BONUS PAYMENT" means a cash payment in an
         amount equal to the sum of (i) all Excise Taxes payable by Executive,
         plus (ii) all additional Excise Taxes and federal or state income
         taxes to the extent such taxes are imposed in respect of the Bonus
         Payment, such that Executive 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 Bonus Payment, Executive 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 Bonus Payment
         and Executive are subject.  An example of the calculation of the Bonus
         Payment is set forth below: Assume that the Excise Tax rate is 20%,
         the highest federal marginal income tax rate is 40% and Executive is
         not subject to state income taxes.  Further assume that Executive has
         received an excess parachute payment in the amount of $200,000, on
         which $40,000 in Excise Taxes are payable.  The amount of the required
         Bonus Payment is thus $100,000.  The Bonus Payment of $100,000, less
         additional Excise Taxes on the Bonus 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.

                 (c)      Executive agrees to reasonably cooperate with the
         Company to minimize the amount of the excess parachute payments,
         including, without limitation, assisting the Company in establishing
         that some or all of the payments received by Executive 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 Executive before the date of such change or to be rendered
         by Executive 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 Executive,
         Executive shall refund to the Company any excess Bonus Payment to the
         extent not required to pay Excise Taxes or income taxes (including
         those incurred in respect of receipt of the Bonus Payment).
         Notwithstanding the foregoing, Executive shall not be required to take
         any action which his attorney or tax advisor advises him in writing
         (i) is improper or (ii) exposes Executive to material personal





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         liability.  Executive may require the Company to deliver to Executive
         an indemnification agreement in form and substance satisfactory to
         Executive as a condition to taking any action required by this
         subsection (c).

                 (d)      The Company shall make any payment required to be
         made under this Section 9 in cash and on demand.  Any payment required
         to be paid by the Company under this Section  9 which is not paid
         within 30 days of receipt by the Company of Executive's written demand
         therefor shall thereafter be deemed delinquent, and the Company shall
         pay to Executive immediately upon demand interest at the highest
         nonusurious rate per annum allowed by applicable law from the date
         such payment becomes delinquent to the date of payment of such
         delinquent sum with interest.

                 (e)       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.

         10.     POST-TERMINATION MEDICAL COVERAGE.  If the employment of
Executive is terminated for any reason except for Cause (as defined in Section
6(b)) or death, then the Company shall provide post-employment medical coverage
in accordance with the terms and conditions of this Section 10.  The Company
shall continue to cover Executive and his spouse (hereinafter referred to as
"SPOUSE") and his eligible dependent children, if any, from the Termination
Date until two (2) years following the Termination Date, under the group health
care plan maintained by the Company to provide major medical insurance coverage
for employees and their dependents (such group medical plan or its successor
shall be hereinafter referred to as the "HEALTH CARE PLAN").

         Executive, on behalf of himself and his Spouse and other dependents,
if any, shall be required to pay premiums for their coverage under the Health
Care Plan at the rates, if any, charged by the Company to active employees who
are senior officers of the Company at the time the premium is charged.  Any
post-employment coverage under the Health Care Plan provided under this Section
10 shall run concurrently with COBRA continuation coverage under the Health
Care Plan and, therefore, Executive and the other qualifying beneficiaries
shall elect any COBRA continuation coverage offered to them under the Health
Care Plan following the Termination Date.  The Company shall not be responsible
for the payment of any income or other taxes which may be imposed on Executive,
or on his Spouse or dependents, as the result of receiving coverage under the
Health Care Plan pursuant to this Section 10.





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         Executive, on behalf of himself and his Spouse and dependent,  hereby
agree and consent to acquire and maintain any coverage that of any them are
entitled to at any time during the two year period (as specified above in this
Section 10) under the Medicare program or any similar or succeeding plan or
program that is sponsored or maintained by the United States Government or any
agency thereof (hereinafter referred to as "MEDICARE").  The coverage described
in the immediately preceding sentence includes, without limitation, parts A and
B of Medicare and any additional or successor parts of Medicare.  Executive and
his Spouse further agree and consent to pay all required premiums and other
costs for Medicare coverage from their personal funds.  Medicare coverage shall
be primary payor to the coverage provided under the Health Care Plan to the
extent permitted by applicable federal law.

         11.     CONFLICTS OF INTEREST.  In keeping with his fiduciary duties
to Company, Executive hereby agrees that he shall not become involved in a
conflict of interest, or upon discovery thereof, allow such a conflict to
continue at any time during the Employment Period.  Moreover, Executive agrees
that he shall immediately disclose to the Board of Directors any facts which
might involve a conflict of interest that has not been approved by the Board of
Directors.

         Executive and Company recognize and acknowledge that it is not
possible to provide an exhaustive list of actions or interests which may
constitute a "conflict of interest." Moreover, Company and Executive recognize
there are many borderline situations.  In some instances, full disclosure of
facts by the Executive to the Board of Directors may be all that is necessary
to enable Company to protect its interests.  In others, if no improper
motivation appears to exist and Company's interests have not demonstrably
suffered, prompt elimination of the outside interest may suffice.  In other
egregious instances, it may be necessary for Company to terminate Executive's
employment for Cause pursuant to Section 6(b) hereof.  The Board of Directors
reserves the right to take such action as, in its good faith judgment, will
resolve the conflict of interest.

         Executive hereby agrees that any direct or indirect interest in,
connection with, or benefit from any outside activities, particularly
commercial activities, which interest might adversely affect the Company or any
of its affiliated entities, involves a possible conflict of interest.
Circumstances in which a conflict of interest on the part of Executive would or
might arise, and which should be reported immediately to the Board of
Directors, include, but are not limited to, any of the following:

                 (a)      Ownership of more than a de minimis interest in any
         lender, supplier, contractor, customer or other entity with which
         Company or any of its affiliated entities does business;

                 (b)      Misuse of information, property or facilities to
         which Executive has access in a manner which is demonstrably injurious
         to the interests of Company or any of its affiliated entities,
         including its business, reputation or goodwill; or





                                                               Initials:________

                                        11                     Initials:________
<PAGE>   12
                 (c)      Materially trading in products or services connected
         with products or services designed or marketed by or for the Company
         or any of its affiliated entities.

         For purposes of this Agreement, "AFFILIATED ENTITY" means any entity
which owns or controls, is owned or controlled by, or is under common ownership
or control with, the Company.

         12.     CONFIDENTIAL INFORMATION.

                 (a)      CONFIDENTIAL INFORMATION DEFINED.  Executive hereby
         acknowledges that in his senior management position, he will create,
         acquire and have access to confidential information and trade secrets
         pertaining to the business of Company (hereafter "Confidential
         Information" as defined below).  Executive hereby acknowledges that
         such Confidential Information is unique and valuable to Company's
         business and that Company would suffer irreparable injury if
         Confidential Information was divulged to the public or to persons or
         entities in competition with Company.  Therefore, Executive hereby
         covenants and agrees to keep in strict secrecy and confidence, both
         during and after the Employment Period, any Confidential Information.
         Executive specifically agrees that he will not at any time disclose to
         others, use, copy or permit to be copied, except in pursuance of his
         duties on behalf of Company or with the prior consent of Company,
         Confidential Information relating to the Company or any of its
         affiliated entities.  For purposes of this Agreement, "CONFIDENTIAL
         INFORMATION" shall mean and include, without limitation, information
         related to the business affairs, property, methods of operation,
         future plans, financial information, customer or client information,
         or other data which relates to the business or operations of Company
         or any of its affiliated entities, and all other information obtained
         by Executive from and during the Employment Period which concerns the
         affairs of Company or any of its affiliated entities and which Company
         has requested be held in confidence or could reasonably be expected to
         desire be held in confidence, or the disclosure of which would likely
         be embarrassing, detrimental or  disadvantageous to the Company or any
         of its affiliated entities, or its and their directors, officers,
         employees or shareholders.  Confidential Information, however, shall
         not include information that is at the time of receipt by Executive in
         the public domain or is otherwise generally known in the industry or
         subsequently enters the public domain or becomes generally known in
         the industry through no fault of Executive or breach of his duty under
         this Section 12.

                 (b)      REQUIRED DISCLOSURE.  In the event that Executive is
         required by law which cannot be waived to disclose any Confidential
         Information, Executive agrees that he will provide prompt notice of
         such potential disclosure to Company so that an appropriate protective
         order may be sought and/or a waiver of compliance with the provisions
         of this Agreement may be granted.  In the event that (i) such
         protection or other remedy is not obtained or (ii) Company waives in
         writing the compliance by Executive with this provision, Executive
         agrees that he may furnish only that portion of the Confidential
         Information which





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                                        12                     Initials:________
<PAGE>   13
         Executive is advised by written opinion of counsel is legally required
         to be disclosed, and Executive shall exercise his best efforts to
         obtain assurances that confidential treatment will be accorded such
         Confidential Information.

                 (c)      DELIVERY OF DOCUMENTS.  Executive further agrees to
         deliver to Company at the termination of his employment, all
         correspondence, memoranda, notes, records, drawings, plans, customer
         lists or other documents, and all copies thereof made, composed or
         received by Executive, solely or jointly with others, and which are in
         Executive's possession, custody or control at such date and which
         relate in any manner to the past, present or anticipated business of
         Company or any of its affiliated entities.

                 (d)      REMEDIES.  In the event of a breach or threatened
         breach of any of the provisions of this Section 12, Company shall be
         entitled to an injunction ordering the return of all such documents,
         and any and all copies thereof, and restraining Executive from using
         or disclosing, for his benefit or the benefit of others, in whole or
         in part, any Confidential Information, including, but not limited to,
         the Confidential Information which such documents contain, constitute
         or embody.  Executive further agrees that any breach or threatened
         breach of any of the provisions of  this Section 12 would cause
         irreparable injury to Company, for which it would have no adequate
         remedy at law.  Nothing herein shall be construed as prohibiting
         Company from pursuing any other remedies available to it for any such
         breach or threatened breach, including the recovery of damages.

         13.     PROPERTY RIGHTS.   In keeping with his fiduciary duties to
Company, Executive hereby covenants and agrees that during his Employment
Period, and for a period of one (1) year following his Termination Date,
Executive shall promptly disclose in writing to Company any and all
information, ideas, concepts, improvements, discoveries, inventions and other
intellectual properties, whether patentable or not, and whether or not reduced
to practice, which are conceived, developed, made or acquired by Executive,
either individually or jointly with others, and which relate to the business,
products or services of Company or any of its affiliated entities.  In
consideration for his employment hereunder, Executive hereby specifically
sells, assigns and transfers to Company all of his worldwide right, title and
interest in and to all such information, ideas, concepts, improvements,
discoveries, inventions and other intellectual properties.

         If during the Employment Period, Executive creates any original work
of authorship or other property fixed in any tangible medium of expression
which (a) is the subject matter of copyright (including computer programs) and
(b) relates to Company's present or planned business, products, or services,
whether such property is created solely by Executive or jointly with others,
such property shall be deemed a work for hire, with the copyright automatically
vesting in Company.  To the extent that any such writing or other property is
determined not to be a work for hire for whatever reason, Executive hereby
consents and agrees to the unconditional waiver of "moral rights" in such
writing or





                                                               Initials:________

                                        13                     Initials:________
<PAGE>   14
other property, and to assign to Company all of his right, title and interest,
including copyright, in such writing or other property.

         Executive hereby agrees to (a) assist Company or its nominee at all
times in the protection of any and all property subject to this Section 13, (b)
not to disclose any such property to others without the written consent of
Company or its nominee, except as required by his employment hereunder, and (c)
at the request of Company, to execute such assignments, certificates or other
interests as Company or its nominee may from time to time deem desirable to
evidence, establish, maintain, perfect, protect or enforce its rights, title or
interests in or to any such property.

         14.     AGREEMENT NOT TO COMPETE.  Executive hereby recognizes and
acknowledges that:  (a) in his executive capacity with Company he will be given
knowledge of, and access to, the Confidential Information (as described in
Section 12); (b) in the event that Executive was to enter into competition with
Company, Executive's knowledge of such Confidential Information would be of
invaluable benefit to a competitor of Company, and could cause irreparable harm
to Company's business interests; and (c) Executive's consent and agreement to
enter into the noncompetition provisions and covenants set forth herein is an
integral condition of this Agreement, without which Company would not have
agreed to provide Confidential Information to Executive nor to his
compensation, benefits, and other terms of this Agreement.  Accordingly, in
consideration for his employment, compensation, benefits, access to and
entrustment of Confidential Information, and the goodwill, training and
experience provided to Executive during his Employment Period, Executive hereby
covenants, consents and agrees (regardless of whether or not there has been a
Change of Control) that during the Employment Period, and for a period of one
(1) year after his employment is terminated for any reason except termination
by the Company without Cause (as defined in Section 6(b)) or termination by
Executive for Good Reason (as defined in Section 6(b)), Executive shall not,
directly or indirectly, acting alone or in conjunction with others, for his own
account or for the account of others, including, without limitation, as an
officer, director, stockholder, owner, partner, joint venturer, employee,
promoter, consultant, agent, representative, or otherwise:

                 (a)      Solicit, canvass, or accept any fees or business from
         any customer of Company for himself or any other person or entity
         engaged in a "Similar Business to Company" (as defined below);

                 (b)      Engage or participate in any Similar Business to
         Company within any states of the United States in which the Company
         transacts business on Executive's termination of employment date, or
         in which, as of such termination date, the Company has made any plans
         or proposals to transact business within one year from such
         termination date (referred to herein as the "RESTRICTED AREA");





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                                        14                     Initials:________
<PAGE>   15
                 (c)      Request or advise any service provider, supplier, or
         customer to reduce or cancel any business that it may transact with
         Company or any of its affiliated entities;

                 (d)      Solicit, induce, or otherwise attempt to influence
         any employee of the Company or any of its affiliated entities, to
         terminate his or her relationship with the Company or any of its
         affiliated entities; or

                 (e)      Make any statement or perform any act intended to
         advance an interest of an existing or prospective competitor of the
         Company or any of its affiliated entities in any way that demonstrably
         injures the reputation, goodwill or any other business interest of
         Company or any of its affiliated entities.

         For purposes of this Agreement, "SIMILAR BUSINESS TO COMPANY" means
any business or other enterprise that is competitive with the current or
planned businesses, products, services or operations of the Company or any of
its affiliated entities at the time of termination of Executive's employment
including, without limitation, municipal biosolids management.  For purposes of
clarity, the non-compete and other provisions of this Section 14 shall not
apply to Executive if Executive's employment hereunder is terminated (i) by the
Company without Cause (as defined in Section 6(b)), or (ii) by the Executive
for Good Reason (as defined in Section 6(b)).

         Executive hereby agrees that the limitations set forth above on his
rights to compete with Company after his termination of employment are
reasonable and necessary for the protection of Company.  In this regard,
Executive specifically agrees that such limitations as to the period of time,
geographic area and types and scopes of restriction on his activities, as
specified above, are reasonable and necessary to protect the goodwill and other
business interests of Company.  However, should the time period, the geographic
area or any other non-competition provision set forth herein be deemed invalid
or unenforceable in any respect, then Executive acknowledges and agrees that,
as set forth in Section 15 hereof, reformation may be made with respect to such
time period, geographic area or other non-competition provision in order to
protect Company's reasonable business interests to the maximum permissible
extent.

         15.     REMEDIES.  In the event of any pending, threatened or actual
breach of any of the covenants or provisions of Section 11, 12, 13 or 14, it is
understood and agreed by Executive that the remedy at law for a breach of any
of the covenants or provisions of these Sections may be inadequate and,
therefore, Company shall be entitled to a restraining order or injunctive
relief from any court of competent jurisdiction, in addition to any other
remedies at law and in equity.  In the event that Company seeks to obtain a
restraining order or injunctive relief, Executive hereby agrees that Company
shall not be required to post any bond in connection therewith.  Should a court
of competent jurisdiction or an arbitrator (pursuant to Section 24) declare any
provision of Section 11, 12, 13 or 14 to be unenforceable due to an
unreasonable restriction of duration or geographical area, or for any other
reason, such court or arbitrator is hereby granted the consent of each of the





                                                               Initials:________

                                        15                     Initials:________
<PAGE>   16
Executive and Company to reform such provision and/or to grant the Company any
relief, at law or in equity, reasonably necessary to protect the reasonable
business interests of Company or any of its affiliated entities.  Executive
hereby acknowledges and agrees that all of the covenants and other provisions
of Sections 11, 12, 13 and 14 are reasonable and necessary for the protection
of the Company's reasonable business interests.  Executive hereby agrees that
if the Company prevails in any action, suit or proceeding with respect to any
matter arising out of or in connection with Section 11, 12, 13 or 14, Company
shall be entitled to all equitable and legal remedies, including, but not
limited to, injunctive relief and compensatory damages.

         16.     DEFENSE OF CLAIMS.  Executive agrees that, during the
Employment Period and for a period of two (2) years after his Termination Date,
upon reasonable request from the Company, he will cooperate with the Company
and its affiliated entities in the defense of any claims or actions that may be
made by or against the Company or any of its affiliated entities that affect
his prior areas of responsibility, except if Executive's reasonable interests
are adverse to the Company (or affiliated entity) in such claim or action.  To
the extent travel is required to comply with the requirements of this Section
16, the Company shall, to the extent possible, provide Executive with notice at
least 10 days prior to the date on which such travel would be required.  The
Company agrees to promptly pay or reimburse Executive upon demand for all of
his reasonable travel and other direct expenses incurred, or to be reasonably
incurred, to comply with his obligations under this Section 16.

         17.     DETERMINATIONS BY THE BOARD OF DIRECTORS.

                 (a)      TERMINATION OF EMPLOYMENT.  Prior to a Change in
         Control (as defined in Section 6(b)), any question as to whether and
         when there has been a termination of Executive's employment, and the
         cause of such termination, shall be determined by the Board of
         Directors in its discretion.

                 (b)      COMPENSATION.  Prior to a Change in Control (as
         defined in Section 6(b)), any question regarding salary, bonus and
         other compensation payable to Executive pursuant to this Agreement
         shall be determined by the Committee in its discretion.

         18.     WITHHOLDINGS: RIGHT OF OFFSET.  Company may withhold and
deduct from any benefits and payments made or to be made pursuant to this
Agreement (a) all federal, state, local and other taxes as may be required
pursuant to any law or governmental regulation or ruling, (b) all other normal
employee deductions made with respect to Company's employees generally, and (c)
any advances made to Executive and owed to Company.

         19.     NONALIENATION.  The right to receive payments under this
Agreement shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge or encumbrance by Executive, his dependents or
beneficiaries, or to any other person who is or may become entitled to receive
such payments hereunder.  The right to receive payments hereunder shall not be
subject





                                                               Initials:________

                                        16                     Initials:________
<PAGE>   17
to or liable for the debts, contracts, liabilities, engagements or torts of any
person who is or may become entitled to receive such payments, nor may the same
be subject to attachment or seizure by any creditor of such person under any
circumstances, and any such attempted attachment or seizure shall be void and
of no force and effect.

         20.     INCOMPETENT OR MINOR PAYEES.  Should the Board of Directors
determine that any person to whom any payment is payable under this Agreement
has been determined to be legally incompetent or is a minor, any payment due
hereunder may, notwithstanding any other provision of this Agreement to the
contrary, be made in any one or more of the following ways:  (a) directly to
such minor or person; (b) to the legal guardian or other duly appointed
personal representative of the person or estate of such minor or person; or (c)
to such adult or adults as have, in the good faith knowledge of the Board of
Directors, assumed custody and support of such minor or person; and any payment
so made shall constitute full and complete discharge of any liability under
this Agreement in respect to the amount paid.

         21.     SEVERABILITY.  It is the desire of the parties hereto that
this Agreement be enforced to the maximum extent permitted by law, and should
any provision contained herein be held unenforceable by a court of competent
jurisdiction or arbitrator (pursuant to Section 24), the parties hereby agree
and consent that such provision shall be reformed to create a valid and
enforceable provision to the maximum extent permitted by law; provided,
however, if such provision cannot be reformed, it shall be deemed ineffective
and deleted herefrom without affecting any other provision of this Agreement.

         22.     TITLE AND HEADINGS; CONSTRUCTION.  Titles and headings to
Sections hereof are for the purpose of reference only and shall in no way
limit, define or otherwise affect the provisions hereof.  Any and all Exhibits
referred to in this Agreement are, by such reference, incorporated herein and
made a part hereof for all purposes.  The words "herein", "hereof", "hereunder"
and other compounds of the word "here" shall refer to the entire Agreement and
not to any particular provision hereof.

         23.     CHOICE OF LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW.

         24.     ARBITRATION.

                 (a)      ARBITRABLE MATTERS.  If any dispute or controversy
         arises between Executive and the Company as to their respective rights
         or obligations under this Agreement, then either party may submit the
         dispute or controversy to arbitration under the then-current National
         Employment Dispute Resolution Rules of the American Arbitration
         Association (AAA) (the "Rules"); provided, however, the Company shall
         retain its rights to seek a





                                                               Initials:________

                                        17                     Initials:________
<PAGE>   18
         restraining order or injunctive relief pursuant to Section 15.  Any
         arbitration hereunder shall be conducted before a single arbitrator
         unless the parties mutually agree to a panel of three arbitrators.
         The site for any arbitration hereunder shall be in Montgomery County
         or Harris County, Texas, unless otherwise mutually agreed by the
         parties.

                 (b)      SUBMISSION TO ARBITRATION.  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.  Notwithstanding any
         provision in this Section 24, Executive shall be entitled to seek
         specific performance of the Executive's right to be paid during the
         pendency of any dispute or controversy arising under this Agreement.
         In order to prevent irreparable harm, the arbitrator may grant
         temporary or permanent injunctive or other equitable relief for the
         protection of property rights.

                 (c)      ARBITRATION PROCEDURES.  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.

                 (d)      COMPLIANCE WITH AWARD.

                          (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.

                          (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 Executive 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.

                 (e)      COSTS AND EXPENSES.  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 and AAA shall be
         paid by the losing party





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                                        18                     Initials:________
<PAGE>   19
         unless otherwise determined by the arbitrator in the award.  If court
         proceedings to stay litigation or compel arbitration are necessary,
         the party who unsuccessfully opposes such proceedings shall pay all
         associated costs, expenses, and attorney's fees which are reasonably
         incurred by the other party as determined by the arbitrator.

         25.     BINDING EFFECT: THIRD PARTY BENEFICIARIES.  This Agreement
shall be binding upon and inure to the benefit of the parties hereto, and to
their respective heirs, executors, personal representatives, successors and
permitted assigns hereunder, but otherwise this Agreement shall not be for the
benefit of any third parties.

         26.     ENTIRE AGREEMENT AND AMENDMENT.  This Agreement contains the
entire agreement of the parties with respect to Executive's employment and the
other matters covered herein; moreover, this Agreement supersedes all prior and
contemporaneous agreements and understandings, oral or written, between the
parties hereto concerning the subject matter hereof.  This Agreement may be
amended, waived or terminated only by a written instrument executed by both
parties hereto.

         27.     SURVIVAL OF CERTAIN PROVISIONS.  Wherever appropriate to the
intention of the parties hereto, the respective rights and obligations of said
parties, including, but not limited to, the rights and obligations set forth in
Sections 6 through 17 and 24 hereof, shall survive any termination or
expiration of this Agreement.

         28.     WAIVER OF BREACH.  No waiver by either party hereto of a
breach of any provision of this Agreement by any other party, or of compliance
with any condition or provision of this Agreement to be performed by such other
party, will operate or be construed as a waiver of any subsequent breach by
such other party or any similar or dissimilar provision or condition at the
same or any subsequent time.  The failure of either party hereto to take any
action by reason of any breach will not deprive such party of the right to take
action at any time while such breach continues.

         29.     SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon
and inure to the benefit of Company and its affiliated entities, and its and
their successors, and upon any person or entity acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
assets and business of Company.  Any reference herein to "Company" shall mean
the Company as first written above, as well as any successor or successors
thereto.

         This Agreement is personal to Executive, and Executive may not assign,
delegate or otherwise transfer all or any of his rights, duties or obligations
hereunder without the consent of the Board of Directors.  Any attempt by the
Executive to assign, delegate or otherwise transfer this Agreement, any portion
hereof, or his rights, duties or obligations hereunder without the prior
written consent of the Board of Directors shall be deemed void and of no force
and effect.





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                                        19                     Initials:________
<PAGE>   20
         30.     NOTICES.  Notices provided for in this Agreement shall be in
writing and shall be deemed to have been duly received (a) when delivered in
person or sent by facsimile transmission, (b) on the first business day after
it is sent by air express overnight courier service, or (c) on the third
business day following deposit in the United States mail, registered or
certified mail, return receipt requested, postage prepaid and addressed, to the
following address, as applicable:

                 (1)      If to Company, addressed to:

                          Synagro Technologies, Inc.
                          16000 Stuebner Airline, Suite 420
                          Spring, Texas 77379
                          Attention: Secretary

                 (2)      If to Executive, addressed to the address set forth
                          below his name on the execution page hereof;

or to such other address as either party may have furnished to the other party
in writing in accordance  with this Section 30.

         31.     COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.  Each counterpart may consist of a copy hereof containing multiple
signature pages, each signed by one party hereto, but together signed by both
of the parties hereto.

         32.     EXECUTIVE ACKNOWLEDGMENT/NO STRICT CONSTRUCTION.  The
Executive represents to Company that he is knowledgeable and sophisticated as
to business matters, including the subject matter of this Agreement, that he
has read the Agreement and that he understands its terms and conditions.  The
parties hereto agree that the language used in this Agreement shall be deemed
to be the language chosen by them to express their mutual intent, and no rule
of strict construction shall be applied against either party hereto.  Executive
also represents that he is free to enter into this Agreement including, without
limitation, that he is not subject to any other contract of employment or
covenant not to compete that would conflict in any way with his duties under
this Agreement.  Executive acknowledges that he has had the opportunity to
consult with counsel of his choice, independent of Employer's counsel,
regarding the terms and conditions of this Agreement and has done so to the
extent that he, in his unfettered discretion, deemed to be appropriate.

         33.     SUPERSEDING AGREEMENT.  This Employment Agreement shall
supersede any prior employment agreement entered into between the Company and
Executive.





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                                        20                     Initials:________
<PAGE>   21
         IN WITNESS WHEREOF, the Executive has hereunto set his hand, and
Company has caused these presents to be executed in its name and on its behalf,
to be effective as of the Effective Date first above written.



<TABLE>
<S>                                              <C>
WITNESS:                                               EXECUTIVE:




Signature:                                             Signature:                                                        
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Printed Name:                                          Printed Name:                                                           
             ------------------------------------                   -----------------------------------------------------

Date:                                                  Date:                                                             
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                                                       Address for Notices:                                              
                                                                            ---------------------------------------------

                                                                                                                         
                                                                    -----------------------------------------------------

                                                                                                                         
                                                                    -----------------------------------------------------

                                                                                                                         
                                                                    -----------------------------------------------------




ATTEST:                                                SYNAGRO TECHNOLOGIES, INC.:



By:                                                    By:                                                               
   ----------------------------------------------         ---------------------------------------------------------------

Title:                                                 Its:                                                              
      -------------------------------------------          --------------------------------------------------------------

Printed Name:                                          Printed Name:                                                           
             ------------------------------------                    ----------------------------------------------------

Date:                                                  Date:                                                             
     --------------------------------------------           -------------------------------------------------------------
</TABLE>





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                                        21                     Initials:________