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                                                                    Exhibit 10-G



                         GUNDLE/SLT ENVIRONMENTAL, INC.
                              AMENDED AND RESTATED
                           1995 INCENTIVE STOCK PLAN


1.       PURPOSE OF THE PLAN

         This Gundle/SLT Environmental, Inc. Amended and Restated 1995
Incentive Stock Plan is intended to promote the interests of the Company by
providing the employees and consultants of the Company, who are largely
responsible for the management, growth and protection of the business of the
Company, with a proprietary interest in the Company.

         The Plan supersedes and replaces the Company's 1995 Incentive Stock
Option Plan (the "Former Plan").  Upon the effectiveness of the Plan, no
further options shall be granted under the Former Plan, but all options
previously granted under the Former Plan shall remain outstanding pursuant to
the terms and provisions of the option agreements relating to their grant.

2.       DEFINITIONS

         As used in the Plan, the following definitions apply to the terms
indicated below:

         (a)     "Board of Directors" or "Board" shall mean the Board of
Directors of Gundle/SLT Environmental, Inc.

         (b)     "Cause," when used in connection with the termination of a
Participant's employment with the Company, shall mean the termination of the
Participant's employment by the Company by reason of (i) the conviction of the
Participant by a court of competent jurisdiction as to which no further appeal
can be taken of a crime involving moral turpitude; (ii) the proven commission
by the Participant of an act of fraud upon the Company; (iii) the willful and
proven misappropriation of any funds or property of the Company by the
Participant; (iv) the willful, continued and unreasonable failure by the
Participant to perform duties assigned to him and agreed to by him; (v) the
knowing engagement by the Participant in any direct, material conflict of
interest with the Company without compliance with the Company's conflict of
interest policy, if any, then in effect; (vi) the knowing engagement by the
Participant, without the written approval of the Board of Directors of the
Company, in any activity which competes with the business of the Company or
which would result in a material injury to the Company; or (vii) the knowing
engagement in any activity which would constitute a material violation of the
provisions of the Company's Policies and Procedures Manual, if any, then in
effect.

         (c)     "Cash Bonus" shall mean an award of a bonus payable in cash
pursuant to Section 10 hereof.

         (d)     "Change in Control" shall mean:

                 (i)      a "change in control" of the Company, as that term is
                          contemplated in the federal securities laws; or

                 (ii)     the occurrence of any of the following events:

                          (1)     any Person becomes, after the effective date
                 of this Plan, the "beneficial owner" (as defined in Rule 13d-3
                 promulgated under the Exchange Act), directly or indirectly,
                 of securities of the Company representing 20% or more of the
                 combined voting power of the Company's then outstanding
                 securities, unless the Board (as constituted immediately prior
                 to such Change in Control) determines in its sole and absolute
                 discretion that no Change in Control occurred; provided, that
                 the acquisition of additional voting securities, after the
                 effective date of this Plan, by any Person who is,
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                 as of the effective date of this Plan, the beneficial owner,
                 directly or indirectly, of 20% or more of the combined voting
                 power of the Company's then outstanding securities, shall not
                 constitute a "Change in Control" of the Company for purposes
                 of this Section 2(d);

                          (2)     a majority of individuals who are nominated
                 by the Board of Directors (as constituted immediately prior to
                 such Change in Control) for election to the Board of Directors
                 on any date, fail to be elected to the Board of Directors as a
                 direct or indirect result of any proxy fight or contested
                 election for positions on the Board of Directors; or

                          (3)     the Board of Directors determines in its sole
                 and absolute discretion that there has been a change in
                 control of the Company.

         (e)     "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

         (f)     "Committee" shall mean the Compensation Committee of the Board
of Directors or such other committee as the Board of Directors shall appoint
from time to time to administer the Plan.

         (g)     "Common Stock" shall mean the Company's common stock, par
value $.01 per share.

         (h)     "Company" shall mean Gundle/SLT Environmental, Inc., a
Delaware corporation, and each of its Subsidiaries, and its successors.

         (i)     "Consultant" shall mean any person who is engaged by the
Company to render consulting services and is compensated for such consulting
services.

         (j)     "EBITDA to Sales Ratio" shall mean, with respect to any given
Company fiscal year within a Performance Period, the quotient of (i) the
Company's income from operations before interest, taxes, depreciation and
amortization for such fiscal year, divided by (ii) the Company's gross sales
for such fiscal year, as reported on the Company's audited financial
statements.

         (k)     "Employee" shall mean any person who is an employee of the
Company within the meaning of Section 3401(c) of the Code and the Regulations
promulgated thereunder.

         (l)     "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

         (m)     the "Fair Market Value" of a share of Common Stock on any date
shall be (i) the closing sales price on the immediately preceding business day
of a share of Common Stock as reported on the principal securities exchange on
which shares of Common Stock are then listed or admitted to trading or (ii) if
not so reported, the average of the closing bid and asked prices for a share of
Common Stock on the immediately preceding business day as quoted on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") or (iii) if not quoted on NASDAQ, the average of the closing bid and
asked prices for a share of Common Stock as quoted by the National Quotation
Bureau's "Pink Sheets" or the National Association of Securities Dealers' OTC
Bulletin Board System.  If the price of a share of Common Stock shall not be so
reported, the Fair Market Value of a share of Common Stock shall be determined
by the Committee in its absolute discretion.

         (n)     "Incentive Award" shall mean an Option, a share of Restricted
Stock, a share of Phantom Stock, a Stock Bonus or Cash Bonus granted pursuant
to the terms of the Plan.

         (o)     "Incentive Stock Option" shall mean an Option which is an
"incentive stock option" within the meaning of Section 422 of the Code and
which is identified as an Incentive Stock Option in the agreement by which it
is evidenced.





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         (p)     "Issue Date" shall mean the date established by the Committee
on which certificates representing shares of Restricted Stock shall be issued
by the Company pursuant to the terms of Section 7(d) hereof.

         (q)     "Non-Qualified Stock Option" shall mean an Option which is not
an Incentive Stock Option and which is identified as a Non-Qualified Stock
Option in the agreement by which it is evidenced.

         (r)     "Option" shall mean an option to purchase shares of Common
Stock of the Company granted pursuant to Section 6 hereof.  Each Option shall
be identified as either an Incentive Stock Option or a Non-Qualified Stock
Option in the agreement by which it is evidenced.

         (s)     "Participant" shall mean an Employee or Consultant who is
eligible to participate in the Plan and to whom an Incentive Award is granted
pursuant to the Plan, and, upon his death, his successors, heirs, executors and
administrators, as the case may be, to the extent permitted hereby.

         (t)     "Performance Period" shall mean that period covering three
consecutive fiscal years of the Company designated by the Committee for
purposes of measuring the performance criteria for the vesting of the shares of
Restricted Stock pursuant to Section 7(b) hereof.

         (u)     "Person" shall mean a "person," as such term is used in
Sections 13(d) and 14(d) of the Exchange Act, and the rules and Regulations in
effect from time to time thereunder.

         (v)     a share of "Phantom Stock" shall represent the right to
receive in cash the Fair Market Value of a share of Common Stock of the
Company, which right is granted pursuant to Section 8 hereof and subject to the
terms and conditions contained therein.

         (w)     "Plan" shall mean the Gundle/SLT Environmental, Inc. Amended
and Restated 1995 Incentive Stock Plan, as it may be amended from time to time.

         (x)     a share of "Restricted Stock" shall mean a share of Common
Stock which is granted pursuant to the terms of Section 7 hereof and which is
subject to the restrictions set forth in Section 7(c) hereof for so long as
such restrictions continue to apply to such share.

         (y)     "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.

         (z)     "Stock Bonus" shall mean a grant of a bonus payable in shares
of Common Stock pursuant to Section 9 hereof.

         (aa)    "Subsidiary" or "Subsidiaries" shall mean any and all
corporations in which at the pertinent time the Company owns, directly or
indirectly, stock vested with more than 50% of the total combined voting power
of all classes of stock of such corporations within the meaning of Section
424(f) of the Code.

         (bb)    "Vesting Date" shall mean the date established by the
Committee on which a share of Restricted Stock or Phantom Stock may vest
pursuant to the terms of Sections 7(a) and 8(a) hereof, respectively.

         (cc)    "Working Capital to Sales Ratio" shall mean, with respect to
any given Company fiscal year within a Performance Period, the quotient of (i)
the monthly average of the Company's current assets (excluding cash) less its
current liabilities (excluding indebtedness for borrowed money) for such fiscal
year, divided by (ii) the Company's gross sales for such fiscal year, as
reported on the Company's audited financial statements.  For purposes of the
"Working Capital to Sales Ratio", the monthly average described in item (i)
above shall be equal to the quotient of (x) the aggregate sum of the Company's
current assets (excluding cash) less its current liabilities (excluding
indebtedness for





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borrowed money) for each month during the relevant fiscal year as reported on
the last day of each of such months, divided by (y) 12.

3.       STOCK SUBJECT TO THE PLAN

         Subject to the terms of the Plan, the Committee may grant to
Participants (i) Options, (ii) shares of Restricted Stock, (iii) shares of
Phantom Stock, (iv) Stock Bonuses and (v) Cash Bonuses.

         The Committee may grant Options, shares of Restricted Stock, shares of
Phantom Stock and Stock Bonuses under the Plan with respect to a number of
shares of Common Stock that in the aggregate at any time does not exceed
1,750,000 shares of Common Stock.  The grant of a Cash Bonus shall not reduce
the number of shares of Common Stock with respect to which Options, shares of
Restricted Stock, shares of Phantom Stock or Stock Bonuses may be granted
pursuant to the Plan.  The Company will, during the term of this Plan, reserve
and keep available for issuance a sufficient number of shares of Common Stock
to satisfy the requirements of the Plan.

         If any outstanding Option expires, terminates or is canceled for any
reason, the shares of Common Stock attributable to the unexercised portion of
such Option shall again be available for grant under the Plan.  If any shares
of Restricted Stock or Phantom Stock, or any shares of Common Stock granted in
a Stock Bonus are forfeited or canceled for any reason, such shares shall again
be available for grant under the Plan.

         Shares of Common Stock issued under the Plan may be either newly
issued or treasury shares, at the discretion of the Committee.

4.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by a Committee of the Board of
Directors consisting of two or more persons, each of whom shall be both (i)  a
"disinterested person" within the meaning of Rule 16b-3(c)(2)(i) promulgated
under Section 16 of the Exchange Act and (ii) an "outside director" within the
meaning of Section 162(m)(4)(C) of the Code and any current or future treasury
regulation promulgated thereunder.  The Committee shall from time to time
designate the Participants of the Company who shall be granted Incentive Awards
and the amount and type of such Incentive Awards.

         The Committee shall have full authority to administer the Plan,
including authority to interpret and construe any provision of the Plan and the
terms of any Incentive Award issued under it and to adopt such rules and
regulations for administering the Plan as it may deem necessary.  Decisions of
the Committee shall be final and binding on all parties.

         The Committee may, in its absolute discretion (i) accelerate the date
on which any Option granted under the Plan becomes exercisable, (ii) extend the
date on which any Option granted under the Plan ceases to be exercisable, and
(iii) accelerate the Vesting Date or waive any condition imposed pursuant to
Section 8 hereof, with respect to any share of Phantom Stock granted under the
Plan.

         In addition, the Committee may, in its absolute discretion, grant
Incentive Awards to Participants on the condition that such Participants
surrender to the Committee for cancellation such other Incentive Awards
(including, without limitation, Incentive Awards with higher exercise prices)
as the Committee specifies.  Notwithstanding Section 3 hereof, Incentive Awards
granted on the condition of surrender of outstanding Incentive Awards shall not
count against the limits set forth in such Section 3 until such time as such
Incentive Awards are surrendered.

         Except as provided in Section 6(f)(4) hereof, whether an authorized
leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee in
its absolute discretion.





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         No member of the Committee shall be liable for any action, omission,
or determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of
the Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated from and against any cost or
expense (including attorneys' fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any
action, omission or determination relating to the Plan, unless, in either case,
such action, omission or determination was taken or made by such member,
director or employee in bad faith and without reasonable belief that it was in
the best interests of the Company.

5.       ELIGIBILITY

         The persons who shall be eligible to receive Incentive Awards pursuant
to the Plan shall be the Employees or Consultants who are largely responsible
for the management, growth and protection of the business of the Company
(including officers of the Company, whether or not they are directors of the
Company) as the Committee, in its absolute discretion, shall select from time
to time; provided, however, Incentive Stock Options may only be granted to
Employees.

6.       OPTIONS

         The Committee may grant Options pursuant to the Plan, which Options
shall be evidenced by agreements in such form as the Committee shall from time
to time approve.  Options shall comply with and be subject to the following
terms and conditions:

         (a)     Identification of Options

         All Options granted under the Plan shall be clearly identified in the
agreement evidencing such Options as either Incentive Stock Options or as
Non-Qualified Stock Options.

         (b)     Exercise Price

         Except as provided in Section 6(e) hereof, the exercise price of any
Option granted under the Plan shall be not less than 100% of the Fair Market
Value of a share of Common Stock on the date on which such Option is granted.

         (c)     Term and Exercise of Options

                 (1)  Each Option shall be exercisable on such date or dates,
         during such period and for such number of shares of Common Stock as
         shall be determined by the Committee on the day on which such Option
         is granted and set forth in the agreement evidencing the Option;
         provided, however, that (A) no Incentive Stock Option shall be
         exercisable after the expiration of five years from the date such
         Incentive Stock Option was granted, and (B) no Non Qualified Stock
         Option shall be exercisable after the expiration of ten years from the
         date such Non Qualified Stock Option was granted and (C) no Option
         shall be exercisable until six months after the date of grant; and,
         provided, further, that each Option shall be subject to earlier
         termination, expiration or cancellation as provided in the Plan.

                 (2)  Each Option shall be exercisable in whole or in part with
         respect to whole shares of Common Stock.  The partial exercise of an
         Option shall not cause the expiration, termination or cancellation of
         the remaining portion thereof.  Upon the partial exercise of an
         Option, the agreement evidencing such Option shall be returned to the
         Participant exercising such Option together with the delivery of the
         certificates described in Section 6(c)(5) hereof.

                 (3)  An Option shall be exercised by delivering notice to the
         Company's principal office, to the attention of its Secretary, no
         fewer than five business days in advance of the effective date of the
         proposed





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         exercise.  Such notice shall be accompanied by the agreement
         evidencing the Option, shall specify the number of shares of Common
         Stock with respect to which the Option is being exercised and the
         effective date of the proposed exercise, and shall be signed by the
         Participant.  The Participant may withdraw such notice at any time
         prior to the close of business on the business day immediately
         preceding the effective date of the proposed exercise, in which case
         such agreement shall be returned to the Participant.  Payment for
         shares of Common Stock purchased upon the exercise of an Option shall
         be made on the effective date of such exercise either (i) in cash, by
         certified check, bank cashier's check or wire transfer or (ii) subject
         to the approval of the Committee, in shares of Common Stock owned by
         the Participant and valued at their Fair Market Value on the effective
         date of such exercise, or partly in shares of Common Stock with the
         balance in cash, by certified check, bank cashier's check or wire
         transfer.  Any payment in shares of Common Stock shall be effected by
         the delivery of such shares to the Secretary of the Company, duly
         endorsed in blank or accompanied by stock powers duly executed in
         blank, together with any other documents and evidences as the
         Secretary of the Company shall require from time to time.

                 (4)  Any Option granted under the Plan may be exercised by a
         broker-dealer acting on behalf of a Participant if (i) the
         broker-dealer has received from the Participant or the Company a duly
         endorsed agreement evidencing such Option and instructions signed by
         the Participant requesting the Company to deliver the shares of Common
         Stock subject to such Option to the broker-dealer on behalf of the
         Participant and specifying the account into which such shares should
         be deposited, (ii) adequate provision has been made with respect to
         the payment of any withholding taxes due upon such exercise and (iii)
         the broker-dealer and the Participant have otherwise complied with
         Section 220.3(e)(4) of Regulation T, 12 CFR Part 220.

                 (5)  Certificates for shares of Common Stock purchased upon
         the exercise of an Option shall be issued in the name of the
         Participant and delivered to the Participant as soon as practicable
         following the effective date on which the Option is exercised;
         provided, however, that such delivery shall be effected for all
         purposes when a stock transfer agent of the Company shall have
         deposited such certificates in the United States mail, addressed to
         the Participant.

                 (6)  During the lifetime of a Participant each Option granted
         to him shall be exercisable only by him or a broker-dealer acting on
         behalf of such Participant pursuant to Section 6(c)(4) hereof.  No
         Option shall be assignable or transferable otherwise than by will or
         by the laws of descent and distribution.

         (d)     Limitations on Grant of Options

                 (1)  No Participant may be granted Options for more than
         50,000 shares of Common Stock during any Company fiscal year, such
         maximum number of shares subject to Options being referred to in this
         Plan as the "Annual Option Limitation".

                 (2)  Solely for purposes of the Annual Option Limitation,
         shares of Common Stock subject to Options granted to a Participant
         hereunder which are (i) subsequently cancelled shall continue to be
         counted against the 50,000 share Annual Option Limitation with respect
         to such Participant, and/or (ii) subsequently amended to reduce the
         exercise price of such Options shall be deemed a cancellation of such
         original Options and the grant of a deemed new Option with respect to
         such Participant, resulting in both the deemed cancelled Options and
         the new Options counting against the 50,000 share Annual Option
         Limitation with respect to such Participant.

         (e)     Limitations on Grant of Incentive Stock Options

                 (1)  The aggregate Fair Market Value of shares of Common Stock
         with respect to which "incentive stock options" (within the meaning of
         Section 422, without regard to Section 422(d) of the Code) are
         exercisable for the first time by a Participant during any calendar
         year under the Plan (and any other stock





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         option plan of the Company, or any Parent or Subsidiary) shall not
         exceed $100,000.  Such Fair Market Value shall be determined as of the
         date on which each such Incentive Stock Option is granted.  If such
         aggregate Fair Market Value of shares of Common Stock underlying such
         Incentive Stock Options exceeds $100,000, then Incentive Stock Options
         granted hereunder to such Participant shall, to the extent and in the
         order required by Regulations promulgated under the Code (or any other
         authority having the force of Regulations), automatically be deemed to
         be Non-Qualified Stock Options, but all other terms and provisions of
         such Incentive Stock Options shall remain unchanged.  In the absence
         of such Regulations (and authority), or if such Regulations (or
         authority) require or permit a designation of the options which shall
         cease to constitute Incentive Stock Options, Incentive Stock Options
         shall, to the extent of such excess and in the order in which they
         were granted, automatically be deemed to be Non-Qualified Stock
         Options, but all other terms and provisions of such Incentive Stock
         Options shall remain unchanged.

                 (2)  No Incentive Stock Option may be granted to an individual
         if, at the time of the proposed grant, such individual owns stock
         possessing more than ten percent of the total combined voting power of
         all classes of stock of the Company or any of its Subsidiaries, unless
         (i) the exercise price of such Incentive Stock Option is at least 110%
         of the Fair Market Value of a share of Common Stock at the time such
         Incentive Stock Option is granted and (ii) such Incentive Stock Option
         is not exercisable after the expiration of five years from the date
         such Incentive Stock Option is granted.

         (f)     Effect of Termination of Employment

                 (1)  If the employment of a Participant with the Company shall
         terminate for any reason other than Cause, "permanent and total
         disability" (within the meaning of Section 22(e)(3) of the Code) or
         the death of the Participant, (i) Options granted to such Participant,
         to the extent that they were exercisable at the time of such
         termination, shall remain exercisable until the expiration of ninety
         days after such termination, on which date they shall expire, and (ii)
         Options granted to such Participant, to the extent that they were not
         exercisable at the time of such termination, shall expire at the close
         of business on the date of such termination; provided, however, that
         no Option shall be exercisable after the expiration of its term.

                 (2)  If the employment of a Participant with the Company shall
         terminate as a result of the "permanent and total disability" (within
         the meaning of Section 22(e)(3) of the Code) or the death of the
         Participant, Options granted to such Participant and outstanding at
         the time of such termination, whether or not exercisable, shall become
         immediately exercisable and remain exercisable until the expiration of
         one year after such termination, on which date they shall expire;
         provided, however, that no Option shall be exercisable prior to 6
         months from the date of grant or after the expiration of its term.

                 (3)  In the event of the termination of a Participant's
         employment for Cause, all outstanding Options granted to such
         Participant shall expire at the commencement of business on the date
         of such termination.

                 (4)  A Participant's employment with the Company shall be
         deemed terminated if the Participant's leave of absence (including
         military or such leave or other bona fide leave of absence) extends
         for more than 90 days and the Participant's continued employment with
         the Company is not guaranteed by contract or statute.

         (g)     Acceleration of Exercise Date Upon Change in Control

         Upon the occurrence of a Change in Control, the Committee (as
constituted immediately prior to the Change in Control) shall determine, in its
absolute discretion, whether each Option granted under the Plan and outstanding
at such time shall become fully and immediately exercisable and remain
exercisable until its expiration, termination or cancellation pursuant to the
terms of the Plan or whether each such Option shall continue to vest according
to its terms.





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7.       RESTRICTED STOCK

         The Committee may grant shares of Restricted Stock pursuant to the
Plan.  Each grant of shares of Restricted Stock shall be evidenced by an
agreement in such form as the Committee shall from time to time approve.  Each
grant of shares of Restricted Stock shall comply with and be subject to the
following terms and conditions:

         (a)     Issue Date and Vesting Date

         At the time of the grant of shares of Restricted Stock, the Committee
shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting
Dates with respect to such shares.  Except as provided in Sections 7(c) and
7(g) hereof, upon the occurrence of the Issue Date with respect to a share of
Restricted Stock, a share of Restricted Stock shall be issued in accordance
with the provisions of Section 7(d) hereof.  Provided that all conditions to
the vesting of a share of Restricted Stock imposed pursuant to Section 7(b)
hereof are satisfied, and except as provided in Sections 7(c) and 7(g) hereof,
upon the occurrence of the Vesting Date with respect to a share of Restricted
Stock, such share shall vest and the restrictions of Section 7(c) hereof shall
cease to apply to such share.

         (b)     Conditions to Vesting

                 (1)  At the time of grant of any shares of Restricted Stock to
         a Participant, the Committee shall adopt, in writing within 90 days
         after the commencement of the Performance Period pertaining to such
         shares, a vesting schedule pursuant to which up to 1/3 of such shares
         shall vest upon the expiration of each year during the Performance
         Period based on the Company's achievement of certain performance
         criteria attributable to the following three measures of operational
         efficiency:  (i) the EBITDA to Sales Ratio, (ii) the Working Capital
         to Sales Ratio, and (iii) the profitability of the Company; provided,
         however, that no such shares shall vest unless such Participant
         remains continuously employed by the Company throughout the entire
         Performance Period with respect to such shares, except as otherwise
         provided in Paragraph 7(g)(1) hereof.

                 (2)  Prior to the vesting of any shares of Restricted Stock
         granted to a Participant, the Committee shall certify in writing that
         such all conditions of vesting have been satisfied with respect to
         such Participant, including the Company's achievement of the
         performance criteria described in Paragraph 7(b)(1) hereof and the
         Participant's compliance with the continuous employment requirement
         (except as otherwise provided under Paragraph 7(g)(1) hereof).

         (c)     Restrictions on Transfer Prior to Vesting and Expiration of
the Performance Period

         Except as provided in Paragraph 7(g)(1) hereof, prior to the vesting
of a share of Restricted Stock and the expiration of the Performance Period
pertaining to such Restricted Stock, no transfer of a Participant's rights with
respect to such share, whether voluntary or involuntary, by operation of law or
otherwise, shall vest the transferee with any interest or right in or with
respect to such share, but immediately upon any attempt to transfer such
rights, such share, and all of the rights related thereto, shall be forfeited
by the Participant and the transfer shall be of no force or effect.

         (d)     Issuance of Certificates

                 (1)  Except as provided in Sections 7(c) or 7(f) hereof,
         reasonably promptly after the Issue Date with respect to shares of
         Restricted Stock, the Company shall cause to be issued a stock
         certificate, registered in the name of the Participant to whom such
         shares were granted, evidencing such shares; provided, that the
         Company shall not cause to be issued such a stock certificates unless
         it has received a stock power duly endorsed in blank with respect to
         such shares.  Each such stock certificate shall bear the following
         legend:

                 The transferability of this certificate and the shares of
                 stock represented hereby are subject to the restrictions,
                 terms and conditions (including forfeiture and





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                 restrictions against transfer) contained in the Gundle/SLT
                 Environmental, Inc.  Amended and Restated 1995 Incentive Stock
                 Plan and an Agreement entered into between the registered
                 owner of such shares and Gundle/SLT Environmental, Inc.  A
                 copy of the Plan and Agreement is on file in the office of the
                 Secretary of Gundle/SLT Environmental, Inc., 19103 Gundle
                 Road, Houston, Texas  77073.

         Except as provided in Paragraph 7(g)(1) hereof, such legend shall not
         be removed from the certificate evidencing such shares until after (i)
         the vesting of such shares pursuant to the terms hereof, (ii) the
         Committee's written certification of such vesting pursuant to
         Paragraph 7(b)(2) hereof and (iii) the expiration of the Performance
         Period pertaining to such shares.

                 (2)  Each certificate issued pursuant to Paragraph 7(d)(1)
         hereof, together with the stock powers relating to the shares of
         Restricted Stock evidenced by such certificate, shall be held by the
         Company.  The Company shall issue to the Participant a receipt
         evidencing the certificates held by it which are registered in the
         name of the Participant.

         (e)     Limitation on Grant of Restricted Stock

         No Participant may be granted more than 100,000 shares of Restricted
Stock during any three-year Performance Period.

         (f)     Consequences Upon Vesting and Expiration of Performance Period

         Upon (i) the vesting of a share of Restricted Stock pursuant to the
terms hereof, (ii) the Committee's written certification of such vesting
pursuant to Paragraph 7(b)(2) hereof, and (iii) the expiration of the
Performance Period pertaining to such share, the restrictions of Section 7(c)
hereof shall cease to apply to such share.  Reasonably promptly thereafter, the
Company shall cause to be issued and delivered to the Participant to whom such
share was granted, a certificate evidencing such share, free of the legend set
forth in Paragraph 7(d)(1) hereof, together with any other property of the
Participant held by Company pursuant to Sections 7(d) and 11(a) hereof;
provided, however, that such delivery shall be effected for all purposes when
the Company shall have deposited such certificate and other property in the
United States mail, addressed to the Participant.  Any shares of Restricted
Stock granted to a Participant which have not vested upon expiration of the
Performance Period pertaining to such shares shall immediately be forfeited.

         (g)     Effect of Termination of Employment

                 (1)  If the employment of a Participant with the Company shall
         terminate for any reason other than for Cause or voluntary resignation
         prior to the expiration of the Performance Period pertaining to the
         shares of Restricted Stock granted to such Participant, then,
         notwithstanding such Participant's failure to maintain continuous
         employment with the Company throughout such Performance Period, the
         portion of such shares, to the extent otherwise vested pursuant to the
         vesting schedule described in Section 7(b) hereof and for which the
         Committee has certified in writing as to the Company's achievement of
         the performance criteria set forth in such schedule, shall vest as of
         the date of such termination and the restrictions of Section 7(c)
         hereof shall cease to apply to such shares, provided, that such
         Participant remained an Employee from commencement of such Performance
         Period until the date of termination and that such shares were not
         forfeited or cancelled prior to such termination pursuant to any other
         provision hereof.  The Company shall cause to be issued and delivered
         to such terminated Participant, within 30 days after the date of such
         termination, a certificate evidencing that portion of the shares of
         Restricted Stock described in the immediately preceding sentence, free
         of the legend set forth in Paragraph 7(d)(1) hereof; provided,
         however, that such delivery shall be effected for all purposes when
         the Company shall have deposited such certificate in the United States
         mail, addressed to the Participant.





                                      -9-
<PAGE>   10
                 (2)  In the event of the termination of a Participant's
         employment with the Company for Cause or voluntary resignation prior
         to the expiration of the Performance Period pertaining to shares of
         Restricted Stock granted to such Participant, all such shares,
         notwithstanding the vesting of all or any portion of such shares
         pursuant to the vesting schedule described in Section 7(b) hereof,
         shall be forfeited as of the commencement of business on the date of
         such termination.

         (h)     Effect of Change in Control

         Upon the occurrence of a Change in Control, the Committee (as
constituted immediately prior to such Change in Control) shall determine, in
its absolute discretion, whether all shares of Restricted Stock which have not
theretofore vested (including those with respect to which the Issue Date has
not yet occurred) shall immediately vest or whether such shares shall continue
to vest according to their respective terms.

8.       PHANTOM STOCK

         The Committee may grant shares of Phantom Stock pursuant to the Plan.
Each grant of shares of Phantom Stock shall be evidenced by an agreement in
such form as the Committee shall from time to time approve.  Each grant of
shares of Phantom Stock shall comply with and be subject to the following terms
and conditions:

         (a)     Vesting Date

         At the time of the grant of shares of Phantom Stock, the Committee
shall establish a Vesting Date or Vesting Dates with respect to such shares.
The Committee may divide such shares into classes and assign a different
Vesting Date for each class.  Provided that all conditions to the vesting of a
share of Phantom Stock imposed pursuant to Section 8(c) hereof are satisfied,
and except as provided in Section 8(d) hereof, upon the occurrence of the
Vesting Date with respect to a share of Phantom Stock, such share shall vest.

         (b)     Benefit Upon Vesting

         Upon the vesting of a share of Phantom Stock, a Participant shall be
entitled to receive in cash, within 90 days of the date on which such share
vests, an amount in cash in a lump sum equal to the sum of (i) the Fair Market
Value of a share of Common Stock of the Company on the date on which such share
of Phantom Stock vests and (ii) the aggregate amount of cash dividends paid
with respect to a share of Common Stock of the Company during the period
commencing on the date on which the share of Phantom Stock was granted and
terminating on the date on which such share vests.

         (c)     Conditions to Vesting

         At the time of the grant of shares of Phantom Stock, the Committee may
impose such restrictions or conditions, not inconsistent with the provisions
hereof, to the vesting of such shares as it, in its absolute discretion, deems
appropriate.  By way of example and not by way of limitation, the Committee may
require, as a condition to  the vesting of any class or classes of shares of
Phantom Stock, that the Participant or the Company achieve certain performance
criteria, such criteria to be specified by the Committee at the time of the
grant of such shares.

         (d)     Effect of Termination of Employment

                 (1)  If the employment of a Participant with the Company shall
         terminate for any reason other than Cause prior to the vesting of
         shares of Phantom Stock granted to such Participant a portion of such
         shares, to the extent not forfeited or canceled on or prior to such
         termination pursuant to any provision hereof, shall vest on the date
         of such termination.  The portion referred to in the preceding
         sentence shall be determined by the Committee at the time of the grant
         of such shares of Phantom Stock and may be based on the achievement of





                                      -10-
<PAGE>   11
         any conditions imposed by the Committee with respect to such shares
         pursuant to Section 8(c) hereof.  Such portion may equal zero.

                 (2)  In the event of the termination of a Participant's
         employment for Cause, all shares of Phantom Stock granted to such
         Participant which have not vested as of the date of such termination
         shall immediately be forfeited.

         (e)     Effect of Change in Control

         Upon the occurrence of a Change in Control the Committee (as
constituted immediately prior to such Change in Control) shall determine, in
its absolute discretion, whether all shares of Phantom Stock which have not
theretofore vested shall immediately vest or whether such shares shall continue
to vest according to their respective terms.

9.       STOCK BONUSES

         The Committee may, in its absolute discretion, grant Stock Bonuses in
such amounts as it shall determine from time to time.  A Stock Bonus shall be
paid at such time and subject to such conditions as the Committee shall
determine at the time of the grant of such Stock Bonus.  Certificates for
shares of Common Stock granted as a Stock Bonus shall be issued in the name of
the Participant to whom such grant was made and delivered to such Participant
as soon as practicable after the date on which such Stock Bonus is required to
be paid.

10.      CASH BONUSES

         (a)     Mandatory Cash Bonuses

         The Committee shall grant, in connection with each grant of Restricted
Stock to a Participant, a Cash Bonus to such Participant, payable promptly
after the date on which the Participant is required to recognize ordinary
compensation income for federal income tax purposes in connection with such
grant of Restricted Stock (without regard to any election under Section 83(b)
of the Code).  The Cash Bonus shall be in an amount equal to the product of (i)
the total ordinary compensation income to be recognized for federal income tax
purposes by such Participant in connection with such grant of Restricted Stock,
multiplied by (ii) the highest federal income tax rate applicable to
individuals under Section 1 of the Code (or any successor provision thereto);
provided, however, that no such Cash Bonus shall be paid until the Committee
has provided the written notification pursuant to Section 7(b)(2) hereof.

         (b)     Other Cash Bonuses

         The Committee may, in its absolute discretion, grant in connection
with any grant of Stock Bonus or at any time thereafter, a Cash Bonus, payable
promptly after the date on which the Participant is required to recognize
income for federal income tax purposes in connection with such Stock Bonus, in
such amounts as the Committee shall determine from time to time; provided,
however, that in no event shall the amount of a Cash Bonus exceed the Fair
Market Value on such date of the shares related to the Stock Bonus.  A Cash
Bonus shall be subject to such conditions as the Committee shall determine at
the time of the grant of such Cash Bonus.

11.      ADJUSTMENT UPON CHANGES IN COMMON STOCK

         (a)     Outstanding Restricted Stock and Phantom Stock

         Unless the Committee in its absolute discretion otherwise determines,
if a Participant receives any securities or other property (including dividends
paid in cash)  with respect to a share of Restricted Stock, the Issue Date with
respect to which occurs prior to such event, but which has not vested as of the
date of such event, as a result of any dividend, stock split recapitalization,
merger, consolidation, combination, exchange of shares or otherwise, such





                                      -11-
<PAGE>   12
securities or other property will not vest until such share of Restricted Stock
vests, and shall be held by the Company pursuant to Paragraph 7(d)(2) hereof as
if such securities or other property were unvested shares of Restricted Stock.

         The Committee may, in its absolute discretion, adjust any grant of
shares of Restricted Stock, the Issue Date with respect to which has not
occurred as of the date of the occurrence of any of the following events, or
any grant of shares of Phantom Stock, to reflect any dividend, stock split,
recapitalization, merger, consolidation, combination, exchange of shares or
similar corporate change as the Committee may deem appropriate to prevent the
enlargement or dilution of rights of Participants under the grant.

         (b)     Outstanding Options, Increase or Decrease in Issued Shares
Without Consideration

         Subject to any required action by the stockholders of the Company, in
the event of any increase or decrease in the number of issued shares of Common
Stock resulting from a subdivision or consolidation of shares of Common Stock
or the payment of a stock dividend (but only on the shares of Common Stock), or
any other increase or decrease in the number of such shares effected without
receipt of consideration by the Company, the Committee shall proportionally
adjust the number of shares and the exercise price per share of Common Stock
subject to each outstanding Option.  Conversion of any of the Company's
convertible securities shall not be deemed to have been "effected without
receipt of consideration by the Company."

         (c)     Outstanding Options, Certain Mergers

         Subject to any required action by the stockholders of the Company, if
the Company shall be the surviving corporation in any merger or consolidation
(except a merger or consolidation as a result of which the holders of shares of
Common Stock receive securities of another corporation), each Option
outstanding on the date of such merger or consolidation shall entitle the
Participant to acquire upon exercise the securities which a holder of the
number of shares of Common Stock subject to such Option would have received in
such merger or consolidation.

         (d)     Outstanding Options, Certain Other Transactions

         In the event of a dissolution or liquidation of the Company, a sale of
all or substantially all of the Company's assets, a merger or consolidation
involving the Company in which the Company is not the surviving corporation or
a merger or consolidation involving the Company in which the Company is the
surviving corporation but the holders of shares of Common Stock receive
securities of another corporation and/or other property, including cash, the
Committee shall, in its absolute discretion, have the power to:

                 (i)  cancel, effective immediately prior to the occurrence of
         such event, each Option outstanding immediately prior to such event
         (whether or not then exercisable), and, in full consideration of such
         cancellation, pay to the Participant to whom such Option was granted
         an amount in cash, for each share of Common Stock subject to such
         Option equal to the excess of (A) the value, as determined by the
         Committee in its absolute discretion, of the property (including cash)
         received by the holder of a share of Common Stock as a result of such
         event over (B) the exercise price of such Option; or

                 (ii)  provide for the exchange of each Option outstanding
         immediately prior to such event (whether or not then exercisable) for
         an option on some or all of the property for which such Option is
         exchanged and, incident thereto, make an equitable adjustment as
         determined by the Committee in its absolute discretion in the exercise
         price of the option, or the number of shares or amount of property
         subject to the option or, if appropriate, provide for a cash payment
         to the Participant to whom such Option was granted in partial
         consideration for the exchange of the Option.





                                      -12-
<PAGE>   13
         (e)     Outstanding Options, Other Changes

         In the event of any change in the capitalization of the Company or
corporate change other than those specifically referred to in Sections 11(b),
(c) or (d) hereof, the Committee may, in its absolute discretion, make such
adjustments in the number and class of shares subject to Options outstanding on
the date on which such change occurs and in the per share exercise price of
each such Option as the Committee may consider appropriate to prevent dilution
or enlargement of rights.

         (f)     No Other Rights

         Except as expressly provided in the Plan, no Participant shall have
any rights by reason of any subdivision or consolidation of shares of stock of
any class, the payment of any dividend, any increase or decrease in the number
of shares of stock of any class or any dissolution, liquidation, merger or
consolidation of the Company or any other corporation.  Except as expressly
provided in the Plan, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to an Incentive Award or the exercise
price of any Option.

12.      RIGHTS AS A STOCKHOLDER

         No person shall have any rights as a stockholder with respect to any
shares of Common Stock covered by or relating to any Incentive Award granted
pursuant to this Plan until the date of the issuance of a stock certificate
with respect to such shares.  Except as otherwise expressly provided in Section
11 hereof, no adjustment to any Incentive Award shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.

13.      NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE AWARD

         Nothing contained in the Plan or any Incentive Award shall confer upon
any Participant any right with respect to the continuation of his employment by
the Company or interfere in any way with the right of the Company, subject to
the terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Incentive
Award.

         No person shall have any claim or right to receive an Incentive Award
hereunder.  The Committee's granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to
such Participant or any other Participant or other person at any time nor
preclude the Committee from making subsequent grants to such Participant or any
other Participant or other person.

14.      SECURITIES MATTERS

         (a)     The Company shall be under no obligation to effect the
registration pursuant to the Securities Act of any shares of Common Stock to be
issued hereunder or to effect similar compliance under any state laws.
Notwithstanding anything herein to the contrary, the Company shall not be
obligated to cause to be issued or delivered any certificates evidencing shares
of Common Stock pursuant to the Plan unless and until the Company is advised by
its counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations of governmental authority and
the requirements of any securities exchange on which shares of Common Stock are
traded.  The Committee may require, as a condition of the issuance and delivery
of certificates evidencing shares of Common Stock pursuant to the terms hereof,
that the recipient of such shares make such covenants, agreements and
representations, and that such certificates bear such legends, as the
Committee, in its sole discretion, deems necessary or desirable.





                                      -13-
<PAGE>   14
         (b)     The exercise of any Option granted hereunder shall only be
effective at such time as counsel to the Company shall have determined that the
issuance and delivery of shares of Common Stock pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental authorities
and the requirements of any securities exchange on which shares of Common Stock
are traded.  The Company may, in its sole discretion, defer the effectiveness
of any exercise of an Option granted hereunder in order to allow the issuance
of shares of Common Stock pursuant thereto to be made pursuant to registration
or an exemption from registration or other methods for compliance available
under federal or state securities laws.  The Company shall inform the
Participant in writing of its decision to defer the effectiveness of the
exercise of an Option granted hereunder.  During the period that the
effectiveness of the exercise of an Option has been deferred, the Participant
may, by written notice, withdraw such exercise and obtain the refund of any
amount paid with respect thereto.

15.      WITHHOLDING TAXES

         Whenever shares of Common Stock are to be issued upon the exercise of
an Option, the occurrence of the Issue Date or Vesting Date with respect to a
share of Restricted Stock or the payment of a Stock Bonus, the Company shall
have the right to require the Participant to remit to the Company in cash an
amount sufficient to satisfy federal, state and local withholding tax
requirements, if any, attributable to such exercise, occurrence or payment
prior to the delivery of any certificate or certificates for such shares.  In
addition, upon the grant of a Cash Bonus or the making of a payment with
respect to a share of Phantom Stock, the Company shall have the right to
withhold from any cash payment required to be made pursuant thereto an amount
sufficient to satisfy the federal, state and local withholding tax
requirements, if any, attributable to such exercise or grant.

16.      AMENDMENT OF THE PLAN

         The Board of Directors may at any time suspend or discontinue the Plan
or revise or amend it in any respect whatsoever, provided, however, that
without approval of the stockholders no revision or amendment shall (i) except
as provided in Section 11 hereof, increase the number of shares of Common Stock
that may be issued under the Plan; (ii) increase the Annual Option Limitation
and/or the maximum number of shares of Restricted Stock which may be granted
during the relevant Performance Period, as set forth in Sections 6(d) and 7(e)
hereof, respectively; (iii) materially increase the benefits accruing to
individuals holding Incentive Awards granted pursuant to the Plan; or (iv)
materially modify the requirements as to eligibility for participation in the
Plan.

17.      NO OBLIGATION TO EXERCISE

         The grant to a Participant of an Option shall impose no obligation
upon such Participant to exercise such Option.

18.      TRANSFERS UPON DEATH

         Upon the death of a Participant, outstanding Incentive Awards granted
to such Participant may be exercised only by the executors or administrators of
the Participant's estate or by any person or persons who shall have acquired
such right to exercise by will or by the laws of descent and distribution.  No
transfer by will or the laws of descent and distribution of any Incentive
Award, or the right to exercise any Incentive Award, shall be effective to bind
the Company unless the Committee shall have been furnished with (a) written
notice thereof and with a copy of the will and/or such evidence as the
Committee may deem necessary to establish the validity of the transfer and (b)
an agreement by the transferee to comply with all the terms and conditions of
the Incentive Award that are or would have been applicable to the Participant
and to be bound by the acknowledgments made by the Participant in connection
with the grant of the Incentive Award.





                                      -14-
<PAGE>   15
19.      EXPENSES AND RECEIPTS

         The expenses of the Plan shall be paid by the Company.  Any proceeds
received by the Company in connection with any Incentive Award will be used for
general corporate purposes.

20.      FAILURE TO COMPLY

         In addition to the remedies of the Company elsewhere provided for
herein, failure by a Participant to comply with any of the terms and conditions
of the Plan or the agreement executed by such Participant evidencing an
Incentive Award, unless such failure is remedied by such Participant within ten
days after having been notified of such failure by the Committee, shall be
grounds for the cancellation and forfeiture of such Incentive Award, in whole
or in part as the Committee, in its absolute discretion, may determine.

21.      EFFECTIVE DATE AND TERM OF PLAN

         The Plan was adopted by the Board of Directors on March 26, 1996, and
approved by the stockholders of the Company at its annual meeting on May 2,
1996 (the "Effective Date"), in accordance with applicable law, the
requirements of Sections 422 and 162(m) of the Code and the requirements of
Rule 16b-3 under Section 16(b) of the Exchange Act.  No Incentive Award may be
granted under the Plan after March 25, 2001.





                                      -15-