INSITUFORM EAST INC
SERP CONTRACT WITH OFFICER(S)
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>SERP CONTRACT WITH OFFICER(S)
<TEXT>

                          INSITUFORM EAST, INCORPORATED

               SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME AGREEMENT

         THIS AGREEMENT is made by and between Insituform East, Incorporated,  a
Delaware corporation ("INSITUFORM") and John F. Mulhall ("Executive").

                                    RECITALS

         A.  This  Agreement's  purpose  is  to  provide  certain   supplemental
retirement  and  death  benefits  to  the  Executive  and  his   Beneficiary  in
consideration of his services to INSITUFORM and its subsidiaries.

         B.  This  Agreement  has  been  approved  on  INSITUFORM's   behalf  by
resolution of INSITUFORM's Board of Directors.

         C. The benefits  provided  under this Agreement are to be determined by
aggregating the Executive's  employment by INSITUFORM and any one or more of its
parent,  affiliates or  subsidiaries as though the employment by these companies
were employment by INSITUFORM,  and by aggregating the Executive's salaries paid
by INSITUFORM and any one or more of its parent,  affiliates or  subsidiaries as
though those salaries were all paid by INSITUFORM.

         NOW, THEREFORE, INSITUFORM and the Executive agree as follows:

         1.  Retirement  Income:  Beginning  on the first day of the month  next
following the month in which occurs the Executive's  Normal  Retirement Date or,
if later, his Termination Date,  INSITUFORM shall pay to the Executive a monthly
benefit (the  "Supplemental  Benefit") for the Executive's  life equal to 25% of
the Executive's Final Monthly Salary,  multiplied by the ratio (not to exceed 1)
of

                  (i)  his completed  years (and any fractional  year) of
employment by INSITUFORM  after 1997;

                  (ii) the total  number of years (and any  fractional  year) of
         employment by INSITUFORM  after 1997 that he would have completed if he
         had continued in employment to his Normal Retirement Date.

         If  the  Executive's  Termination  Date  occurs  prior  to  his  Normal
Retirement  Date, the Executive shall begin receiving his  Supplemental  Benefit
payments  as of the  first day of the month  next  following  the month in which
occurs his 62nd birthday or, if later, his Termination  Date,  without actuarial
reduction for early payment. In no event shall the Supplemental Benefit payments
begin prior to the later of the  Executive's  62nd  birthday or his  Termination
Date.

         2. Death Benefit:

                  A.       After Retirement.

                  If  the  Executive   dies  after  the   commencement   of  his
Supplemental   Benefit   payments   but  before  he  has  received  180  monthly
Supplemental Benefit payments, INSITUFORM shall pay to his Beneficiary a monthly
Death  Benefit  beginning  on the  first  day of the month  next  following  the
Executive's  death and continuing  until the combined number of monthly payments
under this Agreement  received by the Executive and his Beneficiary  equals 180.
Each monthly Death Benefit payment under this paragraph 2A is to be equal to the
monthly  Supplemental  Benefit  payment that the  Executive was receiving at his
death.

                  B.       Before Retirement.

                  If  the  Executive  dies  before  the   commencement   of  his
Supplemental Benefit payments hereunder, INSITUFORM shall pay to his Beneficiary
a  one-time,  lump sum Death  Benefit  in the amount of Seven  Hundred  Thousand
Dollars  ($700,000.00)  in  lieu  of all  other  benefits  provided  under  this
Agreement. This lump sum death benefit is to be paid from the proceeds of a life
insurance  policy on the Executive's  life, which policy is to be acquired by or
on behalf of INSITUFORM and subject to a  split-dollar  agreement to provide the
death benefit under this paragraph.  The lump sum death benefit shall be paid to
the  Executive's  beneficiary  within 90 days after the Date of the  Executive's
death.

         3. Funding:  INSITUFORM's obligations under this Agreement are intended
to be unfunded  for tax  purposes  and for  purposes of Title I of the  Employee
Retirement Income Security Act of 1974, as amended,  and shall not be secured in
any  manner.  No asset of  INSITUFORM  shall be  placed in trust or in escrow or
otherwise  physically or legally  segregated for the benefit of the Executive or
his  Beneficiary,  other than under a funding vehicle  intended not to cause the
plan to be funded  for such  purposes.  The  eventual  payment  of the  payments
described  in this  Agreement to the  Executive,  his  Beneficiary  or any other
person  shall not be secured to him or them by the  issuance  of any  negotiable
instrument or other evidence of indebtedness of INSITUFORM or its  subsidiaries.
Neither the Executive, his Beneficiary,  nor any other person shall be deemed to
have  any  property  interest,  legal or  equitable,  in any  specific  asset of
INSITUFORM or its subsidiaries,  and, to the extent that any person acquires any
right to receive  payments under this Agreement,  that right shall be no greater
than,  nor shall it have any  preference  or  priority  over,  the rights of any
unsecured general creditor.

         4.  Assignment:  No payments,  benefits or rights under this  Agreement
shall be subject  in any manner to  anticipation,  sale,  transfer,  assignment,
mortgage,  pledge,  encumbrance,  charge or  alienation  by the  Executive,  his
Beneficiary  or any other person who could or might  possibly  receive  payments
under this  Agreement.  In the event of any  attempted  assignment,  alienation,
encumbrance or transfer,  INSITUFORM shall have no further  liability under this
Agreement.

         5.  Amendment  and  Termination:  This  Agreement  may  be  amended  or
terminated at any time and in any respect by the written agreement of INSITUFORM
and  the  Executive.   Notwithstanding  the  foregoing,  INSITUFORM's  Board  of
Directors  may  amend  or  terminate  this  Agreement  at any time  without  the
Executive's  consent by  advance  written  notice  delivered  to the  Executive,
provided  that  the  Board  may not  unilaterally:  (i)  reduce  or  modify  the
Executive's  accrued  benefit  determined  as of the date written  notice of the
amendment or termination is received by the Executive or (ii) amend or terminate
this  Agreement  in any  respect  after a Change in Control  has  occurred.  The
Executive's  accrued  benefit as of any date is the  Supplemental  Benefit  (and
Death Benefit) that he and his Beneficiary would receive,  under this Agreement,
if that date were his Termination  Date (but the  Supplemental  Benefit or Death
Benefits  payments are to be deferred  until the earlier of the first day of the
month next following the  Executive's  death, or the first day of the month next
following the month in which occurs his 62nd  birthday or, if later,  his actual
Termination Date, without actuarial increase).

         6. Vesting and Forfeiture  for Cause:  The  Executive's  benefits under
this Agreement  (including  any benefits  payable to his  Beneficiary)  shall be
fully vested unless his employment by INSITUFORM is terminated by INSITUFORM for
Cause.  If the  Executive  is  terminated  for Cause,  all  benefits  under this
Agreement  shall be  forfeited.  Termination  of the  Executive's  employment by
INSITUFORM for "Cause" means termination upon:

                  (i)  the  willful  and  continued   failure  by  Executive  to
         substantially  perform his duties with INSITUFORM  (other than any such
         failure  resulting  from  his  incapacity  due to  physical  or  mental
         illness)  after  a  written  demand  for  substantial   performance  is
         delivered to Executive by INSITUFORM's Board of Directors, which demand
         specifically identifies the manner in which the Board believes that the
         Executive has not substantially performed his duties,

                  (ii)  the  willful  engaging  by the  Executive  in  conduct
         that is  demonstrably  and  materially injurious to INSITUFORM or its
         subsidiaries, monetarily or otherwise, or

                  (iii) the Executive's conviction of, or plea of guilty or nolo
         contendere  to, a felony in a court of  competent  jurisdiction  in the
         U.S.

         No act or  failure  to act on the  Executive's  part  shall  be  deemed
"willful" unless done, or omitted to be done, by the Executive not in good faith
and without  reasonable  belief that his action or omission was in  INSITUFORM's
and/or its  subsidiaries'  best interest.  The Executive  shall not be deemed to
have been  terminated for Cause unless and until there shall have been delivered
to him a copy of a resolution duly adopted by the  affirmative  vote of not less
than  three-quarters of the entire membership of INSITUFORM's Board at a meeting
called and held for that purpose (after  reasonable  notice to the Executive and
an opportunity  for the Executive and his counsel to be heard before the Board),
finding  that in the good faith  opinion of the Board the  Executive  engaged in
conduct  described  under  clauses (i), (ii) or (iii) above and  specifying  the
particulars thereof.

         7. Other Retirement Benefits:  This Agreement supersedes any other plan
or agreement adopted prior to this Agreement that provides  retirement  benefits
to the Executive,  except (i) any retirement or other deferred compensation plan
intended to qualify  under  Section 401 or 403 of the  Internal  Revenue Code of
1986,  (ii) any plan or agreement that expressly  provides that its benefits are
not to be  superseded  by this  Agreement  and  (iii) any  nonqualified  plan or
agreement to which the  Executive has made  contributions  directly or by salary
reduction.

         8.  Construction:  This Agreement shall be, construed  according to the
laws of Maryland,  except where  superseded by Federal law. Use of the masculine
gender  includes the feminine  gender,  use of the  singular  case  includes the
plural,  and vice versa.  The invalidity of any portion of this Agreement  shall
not  invalidate  the remainder of the  Agreement,  which shall  continue in full
force and effect.  The  Supplemental  Benefits and the Death  Benefits are to be
payable in the same  manner as salary  payments  are made by  INSITUFORM  to its
executives.  All payments are subject to applicable  withholding and other taxes
required by law.  INSITUFORM's  Board of Directors  shall adopt  procedures  for
consideration of, and action with respect to, any claims made hereunder.

         9.  Successors:  This Agreement shall be binding upon the Executive and
INSITUFORM and their successors, assigns, heirs, executors and beneficiaries.

         10. Definitions:  When used in this Agreement, the following terms have
the meanings indicated below, unless a different meaning is clearly indicated by
the context:

                  "Beneficiary"  means the person or  persons  (who may be named
         contingently or successively)  designated by the Executive from time to
         time to  receive  the  Death  Benefits  as may be  payable  under  this
         Agreement upon or after the  Executive's  death.  Any such  beneficiary
         designation may be changed from time to time by the Executive by filing
         a new  designation.  Each  designation by the Executive will revoke all
         prior designations by the Executive, shall be in the form prescribed by
         INSITUFORM  and will be  effective  only  when  filed in  writing  with
         INSITUFORM during the Executive's  lifetime.  In the absence of a valid
         Beneficiary designation or, if at the time any Death Benefit payment is
         due to a Beneficiary,  there is no living Beneficiary  validly named by
         the  Participant,   INSITUFORM  shall  pay  any  such  benefit  to  the
         Executive's  spouse,  if his spouse is then surviving or, if the spouse
         is not  surviving or the Executive  has no spouse,  to the  Executive's
         estate.

                  "Change  in  Control"  means the  occurrence  of either of the
         following events: (1) a change of a nature that would be required to be
         reported, by persons or entities subject to the reporting  requirements
         of  Section  13(d)  of  the   Securities   and  Exchange  Act  of  1934
         (hereinafter  called the "Exchange Act"), in Schedule 13D of Regulation
         13D-G,  or any  successor  provisions  thereto,  promulgated  under the
         Exchange Act; provided that a Change in Control shall be deemed to have
         occurred  only if (a) any  "person"  (as that term is used in  Sections
         13(d) and 14(d) of the  Exchange  Act) is or  becomes  the  "beneficial
         owner" (as  defined  in Rule  13d-3  issued  under the  Exchange  Act),
         directly or indirectly,  of securities of INSITUFORM  representing  ten
         percent (10%) or more of the combined voting power of INSITUFORM's then
         outstanding  securities;  and (b) at any  time  during  the  period  of
         thirty-six  (36) months  subsequent to the ownership  change  described
         above,  individuals  who at the  beginning  of such  period  constitute
         INSITUFORM's  Board  cease  for any  reason  to  constitute  at least a
         majority thereof unless the election, or the nomination for election by
         INSITUFORM's shareholders,  of each new Director was approved by a vote
         of at  least  two-thirds  of the  Directors  still in  office  who were
         Directors at the beginning of such thirty-six (36) month period; or (2)
         any "person", as described above, is or becomes the "beneficial owner,"
         directly or indirectly,  of securities of INSITUFORM representing forty
         percent (40%) or more of the combined voting power of INSITUFORM's then
         outstanding securities.

                  "Final  Monthly  Salary"  means the monthly  equivalent of the
         Executive's  highest  combined rate of base annual salary earned by him
         from  INSITUFORM and all of its parent,  affiliates  and  subsidiaries,
         before  any  salary  reductions  elected  by the  Executive;  provided,
         however,  that the Executive's  "Final Monthly Salary" shall not exceed
         the amount of his monthly  base  salary rate in effect on December  31,
         1997, increased by 2% (compounded annually) for each full calendar year
         that elapses between December 31, 1997 and the Executive's  Termination
         Date.

                  "Normal Retirement Date" means the Executive's 65th birthday.

                  "Termination   Date"  means  the  date  that  the  Executive's
         employment  by  the  INSITUFORM   group   terminates  for  any  reason,
         voluntarily or involuntarily.

         IN WITNESS WHEREOF, the Executive and INSITUFORM have entered into this
Agreement, effective as of January 1, 1998.

ATTEST:                                 INSITUFORM EAST, INCORPORATED

/s/ Raymond T. Verrey                   By: /s/ Robert F. Hartman
Assistant Secretary                     Vice President of Administration

[Corporate Seal]

WITNESS:                                EXECUTIVE

/s/ D. Huiatt                           /s/ John F. Mulhall



<PAGE>



                             FIRST AMENDMENT TO THE
                          INSITUFORM EAST, INCORPORATED
               SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME AGREEMENT
                              WITH JOHN F. MULHALL

         THIS AGREEMENT is made by and between Insituform East, Incorporated,  a
Delaware corporation ("INSITUFORM"), and John F. Mulhall ("Executive").

         A.  WHEREAS,  INSITUFORM  and  Executive  entered  into a  Supplemental
Executive  Retirement  Income  Agreement,  effective  as of January 1, 1998 (the
"Agreement"),  to provide certain supplemental  retirement and death benefits to
the  Executive  and  his  beneficiary  in   consideration  of  his  services  to
INSITUFORM.

         B.  WHEREAS,  INSITUFORM  and the  Executive  now  desire  to amend the
Agreement  to provide for the payment of the  Executive's  or his  beneficiary's
legal expenses incurred in obtaining any benefit under the Agreement.

         NOW THEREFORE, INSITUFORM and the Executive agree as follows:

         The following new Section 11 "Legal Fees" shall be added immediately at
the end of Section 10:

                  11. Legal Fees:  INSITUFORM  shall  reimburse the Executive or
         his Beneficiary all reasonable legal fees and expenses  incurred by the
         Executive or his  Beneficiary to obtain or enforce any right or benefit
         provided under this Agreement,  unless it is determined by a court (or,
         if applicable,  another  binding  decision maker) that the Executive or
         his  Beneficiary has not brought the claim for such right or benefit in
         good faith.

         The Agreement,  as amended by the foregoing  change, is hereby ratified
and confirmed in all respects.

         IN WITNESS WHEREOF, the Executive and INSITUFORM have entered into this
Agreement on this 11th day of June, 1999.

ATTEST:                                 INSITUFORM EAST, INCORPORATED

/s/ Robert F. Hartman                   By: /s/ Robert W. Erikson
Secretary                               Its: President

[Corporate Seal]

WITNESS:                                EXECUTIVE

/s/ Sharon Lavelle                      /s/ John Mulhall

</TEXT>
</DOCUMENT>
