Insituform Technologies, Inc. _ First Amendment Dated as of August 20, 1997 to Note Purchase Agreements Dated as of February 14, 1997 _ Re: $110,000,000 7.88% Senior Notes, Series A,...

EXHIBIT 10(a)

Insituform Technologies, Inc.
___________________________________
First Amendment
Dated as of August 20, 1997
to
Note Purchase Agreements
Dated as of February 14, 1997
___________________________________
Re: $110,000,000 7.88% Senior Notes, Series A,
Due February 14, 2007

First Amendment to Note Purchase Agreements

This First Amendment dated as of August 20, 1997 (the or this
"First Amendment") to the Note Purchase Agreements, each dated as
of February 14, 1997, is between Insituform Technologies, Inc., a
Delaware corporation (the "Company"), and each of the institutions
which is a signatory to this First Amendment (collectively, the
"Noteholders").

Recitals:

A. The Company and each of the Noteholders have heretofore
entered into separate and several Note Purchase Agreements, each
dated as of February 14, 1997 (collectively, the "Note
Agreements"), pursuant to which the Company has heretofore issued
its 7.88% Senior Notes, Series A, due February 14, 2007, in the
aggregate principal amount of $110,000,000 (the "Notes"). The
Noteholders are the holders of 100% of the outstanding principal
amount of the Notes.

B. The Company proposes to enter into that certain Loan
Agreement dated as of August 20, 1997 (the "Loan Agreement"), with
NationsBank, N.A. (the "Bank"), pursuant to which the Bank will
make available to the Company up to $20,000,000 aggregate principal
amount in revolving credit facilities, which facilities will be
guaranteed by certain Subsidiaries of the Company.

C. The Company and the Noteholders now desire to amend the
Note Agreements in the respects, but only in the respects,
hereinafter set forth in order to reflect certain agreements
between the Company and the Noteholders arising in connection with
the consummation of the Loan Agreement.

D. Capitalized terms used herein shall have the respective
meanings ascribed thereto in the Note Agreements unless herein
defined or the context shall otherwise require.

E. All requirements of law have been fully complied with and
all other acts and things necessary to make this First Amendment a
valid, legal and binding instrument according to its terms for the
purposes herein expressed have been done or performed.

Now, therefore, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this First Amendment
set forth in Section 3.1 hereof, and in consideration of good and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged, the Company and the Noteholders do hereby agree as
follows:

Section 1. Amendments.

Section 1.1. Section 7.4 of the Note Agreements shall be and
is hereby amended in its entirety to read as follows:

Section 7.4. Reporting Treatment of Certain
Subsidiaries. Notwithstanding anything to the contrary
contained in this Agreement, including without limitation
the definition of "Subsidiary" contained in Exhibit B, so
long as Midsouth Partners and Insituform Linings Plc each
own less than 1.0% of Consolidated Total Assets and
contribute less than 1.0% of Consolidated Net Earnings in
any fiscal period and do not constitute Subsidiaries (as
defined in Schedule B) during such period, the Company
shall be permitted to include the financial information
of such entities in the consolidated statements of the
Company and its Subsidiaries for purposes of the
financial reporting requirements contained in Sections
7.1(a) and (b), and only for purposes of such Sections,
and in no event for purposes of determining compliance
with any of the covenants contained in Sections 9 or 10
hereof notwithstanding that the information for such
entities is consolidated with the Company and its
Subsidiaries. Notwithstanding anything to the contrary
contained in this Agreement, including without limitation
the definition of "Subsidiary" contained in Exhibit B, if
at any time either Midsouth Partners or Insituform
Linings Plc shall own 1.0% or more of Consolidated Total
Assets or contribute 1.0% or more of Consolidated Net
Earnings in any fiscal period and not be a Subsidiary (as
defined in Schedule B), the Company shall either: (a)
provide consolidating or stand-alone financial statements
setting forth separately the financial information for
Midsouth or Insituform Linings Plc, as the case may be,
for such period, and the financial information of such
entity in the consolidated statements of the Company and
its Subsidiaries for purposes of the financial reporting
requirements contained in Sections 7.1(a) and (b) and
only for purposes of such Sections (and in no event for
purposes of determining compliance with any of the
covenants contained in Sections 9 and 10 hereof
notwithstanding that the information for such entities is
consolidated with the Company and its Subsidiaries) or
(b) exclude the financial information for Midsouth
Partners or Insituform Linings Plc, as the case may be,
from the consolidated financial statements of the Company
and its Subsidiaries required to be delivered by the
Company for such period pursuant to Sections 7.1(a) and
(b) (and in no event shall the Company include the
financial information of such entities for purposes of
any determination of compliance with any of the covenants
contained in Sections 9 or 10 hereof).

Section 1.2. The definition of "Priority Debt" appearing in
Exhibit B of the Note Agreements shall be and is hereby amended in
its entirety to read as follows:

"Priority Debt" means, as of the date of any
determination thereof, without duplication, (a) all
Indebtedness of Subsidiaries (other than (i) Indebtedness
owing to the Company or another Wholly-owned Subsidiary,
(ii) the Subsidiary Guaranties and (iii) Specified
Subsidiary Indebtedness) and (b) all Indebtedness of the
Company and its Subsidiaries secured by Liens within the
limitations of Section 10.5(l).

Section 1.3. Exhibit B of the Note Agreements shall be and
is hereby amended by adding thereto the following definitions to
read as follows:

"Loan Agreement" means that certain Loan Agreement
dated as of August 20, 1997, between the Company and
NationsBank, N.A. providing for up to $20,000,000
aggregate principal amount in revolving credit
facilities, and any amendment, renewal, replacement,
refunding or refinancing thereof on terms no less
favorable to the Company in any material respect and
without increase in the aggregate principal amount of
credit available thereunder.

"Specified Subsidiary Indebtedness" means
Indebtedness of Subsidiaries consisting of unsecured
Guaranties of the Company's or another Subsidiary's
obligations under and pursuant to the Loan Agreement,
provided that, within the time period required by Section
9.8 of this Agreement, the Company shall have executed
and delivered, or shall have caused to be executed and
delivered, to the holders of the Notes (a) an executed
counterpart of a Subsidiary Guaranty substantially in the
form of Exhibit 9.8(a) from each of the Subsidiaries
guaranteeing the Company's obligations under such Loan
Agreement and (b) an executed counterpart of an
intercreditor agreement substantially in the form of
Exhibit 9.8(e) among the holders of the Notes, each
Person which is a party to the Loan Agreement as a lender
or creditor, the Company and each such guaranteeing
Subsidiary, all as and to the extent required by Section
9.8 of this Agreement.

Section 2. Representations and Warranties of the Company.

Section 2.1. To induce the Noteholders to execute and
deliver this First Amendment, the Company represents and warrants
(which representations shall survive the execution and delivery of
this First Amendment) to the Noteholders that:

(a) this First Amendment has been duly authorized, executed
and delivered by it and this First Amendment constitutes the legal,
valid and binding obligation, contract and agreement of the Company
enforceable against it in accordance with its terms, except as

enforcement may be limited by bankruptcy, insolvency, reorgani-
zation, moratorium or similar laws or equitable principles relating
to or limiting creditors' rights generally;

(b) the Note Agreements, as amended by this First Amendment,
constitute the legal, valid and binding obligations, contracts and
agreements of the Company enforceable against it in accordance with
their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principles relating to or limiting creditors' rights
generally;

(c) the execution, delivery and performance by the Company of
this First Amendment (i) has been duly authorized by all requisite
corporate action and, if required, shareholder action, (ii) does
not require the consent or approval of any governmental or
regulatory body or agency, and (iii) will not (A) violate (1) any
provision of law, statute, rule or regulation or its certificate of
incorporation or bylaws, (2) any order of any court or any rule,
regulation or order of any other agency or government binding upon
it, or (3) any provision of any material indenture, agreement or
other instrument to which it is a party or by which its properties
or assets are or may be bound, including, without limitation, the
Loan Agreement, or (B) result in a breach or constitute (alone or
with due notice or lapse of time or both) a default under any
indenture, agreement or other instrument referred to in clause
(iii)(A)(3) of this Section 2.1(c), other than any violation, breach or
default which individually or in the aggregate could not reasonably
be expected to have a Material Adverse Effect;

(d) as of the date hereof and after giving effect to this
First Amendment, no Default or Event of Default has occurred which
is continuing; and

(e) all the representations and warranties contained in
Section 13 of the Loan Agreement are true and correct in all
material respects and are incorporated herein by reference
(including schedules referred to therein and the related
definitions contained or referenced in Section 2 thereof) with the
same force and effect as if made by the Company directly to the
Noteholders on and as of the date hereof, except that all
references to (i) any "Loan Document" shall be references to the
First Amendment, (ii) the "Lender" shall be references to the
Noteholders, (iii) any "Default" or "Event of Default" shall be
references to a Default or Event of Default under the Note
Agreements, and (iv) a "Material Adverse Effect" shall be
references to a Material Adverse Effect under the Note Agreements.

Section 3. Conditions to Effectiveness of This First Amendment.

Section 3.1. This First Amendment shall not become effective
until, and shall become effective when, each and every one of the
following conditions shall have been satisfied:

(a) executed counterparts of this First Amendment, duly
executed by the Company and the holders of at least 66-2/3% of the
outstanding principal of the Notes, shall have been delivered to
the Noteholders;

(b) executed copies of the Subsidiary Guaranties, duly
executed by the Subsidiaries which are parties thereto, along with
such certificates, documents, evidences and opinions required to be
delivered pursuant to the provisions of Section 9.8 of the Note
Agreements, shall have been delivered to the Noteholders, each of
which shall be in form and substance satisfactory to the
Noteholders;

(c) executed counterparts of the Intercreditor Agreement
required to be delivered pursuant to the provisions of Section 9.8(e)
of the Note Agreements among the Noteholders, the Bank, the Company
and each Subsidiary delivering a Guaranty to the Noteholders and
the Bank, duly executed by the parties thereto, shall have been
delivered to the Noteholders;

(d) copies of the final executed form of the Loan Agreement
between the Company and the Bank, shall have been delivered to the
Noteholders together with copies of each of the Guaranties
delivered by the Subsidiaries in connection therewith, which Loan
Agreement and Guaranties shall be in form and substance
satisfactory to the Noteholders; and

(e) the representations and warranties of the Company set
forth in Section 2 hereof are true and correct on and with respect to the
date hereof and a certificate of a Responsible Officer certifying
the same shall have been delivered to the Noteholders.

Upon receipt of all of the foregoing, this First Amendment shall
become effective. Delivery of this First Amendment to the Company,
duly executed by the holders of at least 66-2/3% of the outstanding
principal amount of the Notes, shall acknowledge satisfaction of
the foregoing conditions.

Section 4. Payment of Noteholders' Counsel Fees and Expenses.

Section 4.1. The Company agrees to pay upon demand, the
reasonable fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, counsel to the
Noteholders, in connection with the negotiation, preparation,
approval, execution and delivery of this First Amendment.

Section 5. Miscellaneous.

Section 5.1. This First Amendment shall be construed in
connection with and as part of each of the Note Agreements, and
except as modified and expressly amended by this First Amendment,
all terms, conditions and covenants contained in the Note
Agreements and the Notes are hereby ratified and shall be and
remain in full force and effect.

Section 5.2. Any and all notices, requests, certificates and
other instruments executed and delivered after the execution and
delivery of this First Amendment may refer to the Note Agreements
without making specific reference to this First Amendment but
nevertheless all such references shall include this First Amendment
unless the context otherwise requires.

Section 5.3. The descriptive headings of the various
Sections or parts of this First Amendment are for convenience only
and shall not affect the meaning or construction of any of the
provisions hereof.

Section 5.4. This First Amendment shall be governed by and
construed in accordance with Illinois law.

Section 5.5. The execution hereof by you shall constitute a
contract between us for the uses and purposes hereinabove set
forth, and this First Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original,
but all together only one agreement.

Insituform Technologies, Inc.

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Its Senior Vice President-Chief
---------------------------------
Financial Officer

Accepted and agreed to as of
the date first written above:

The Northwestern Mutual Life Insurance Company

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Its Vice President
------------------------------

Principal Mutual Life Insurance Company

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Its Counsel
------------------------------

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Its Counsel
------------------------------

Allstate Life Insurance Company

By s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------

By s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Authorized Signatories

Connecticut General Life Insurance Company

By: CIGNA Investments, Inc.

By s/▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Its Managing Director
-------------------------------

CIGNA Property and Casualty Insurance Company

By: CIGNA Investments, Inc.

By s/▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Its Managing Director
-------------------------------

Connecticut General Life Insurance Company,
on behalf of one or more separate accounts

By: CIGNA Investments, Inc.

By s/▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Its Managing Director
-------------------------------

The Security Mutual Life Insurance
Company of Lincoln, Nebraska

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Its Vice President-Chief Investment
-------------------------------
Officer

The Minnesota Mutual Life Insurance
Company

By: MIMLIC Asset Management Company

By s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Its Vice President
-------------------------------

Mutual Trust Life Insurance Company

By: MIMLIC Asset Management Company

By s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Its Vice President
-------------------------------

Jefferson-Pilot Life Insurance Company

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Its Second Vice President
-------------------------------

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Life Insurance
Company of America

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Its Second Vice President
-------------------------------

Northern Life Insurance Company

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Its Assistant Treasurer
-------------------------------

ReliaStar United Services Life
Insurance Company

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Its Assistant Treasurer
-------------------------------

ReliaStar Bankers Security Life
Insurance Company

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Its Vice President
-------------------------------

ReliaStar Life Insurance Company

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Its Authorized Representative
-------------------------------

▇▇▇▇▇▇ National Life Insurance Company

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Its Authorized Officer
-------------------------------

Guaranty Agreement

Dated as of August 20, 1997

Re" $110,000,000 7.88% Senior Notes,
Series A,
Due February 14, 2007,
of
Insituform Technologies, Inc.

Table of Contents
(Not a part of the Agreement)
Section Heading
Page

Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Section 1. Definitions . . . . . . . . . . . . . . . . . .1
Section 2. Guaranty of Notes and Note Agreement. . . . . .2
Section 3. Guaranty of Payment and Performance . . . . . .2
Section 4. General Provisions Relating to the Guaranty . .3
Section 5. Representations and Warranties of the
Guarantors. . . . . . . . . . . . . . . . . . . . . . . .7
Section 6. Guarantor Covenants . . . . . . . . . . . . . .9
Section 6.1. Compliance with Law . . . . . . . . . . . . . .9
Section 6.2. Insurance . . . . . . . . . . . . . . . . . . .9
Section 6.3. Maintenance of Properties . . . . . . . . . . .9
Section 6.4. Payment of Taxes and Claims . . . . . . . . . .9
Section 6.5. Corporate Existence, etc. . . . . . . . . . . 10
Section 7. Submission to Jurisdiction. . . . . . . . . . 10
Section 8. Judgments . . . . . . . . . . . . . . . . . . 10
Section 9. Notices . . . . . . . . . . . . . . . . . . . 10
Section 10. Amendments and Modifications;
Solicitation of Noteholders . . . . . . . . . 11
Section 11. Proceeds. . . . . . . . . . . . . . . . . . . 12
Section 12. Miscellaneous . . . . . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 13

____________________
Schedule I to Guaranty Agreement

Guaranty Agreement
Re: $110,000,000 7.88% Senior Notes, Series A,
Due February 14, 2007,
of
Insituform Technologies, Inc.

This Guaranty Agreement (the or this "Guaranty") is dated as
of August 20, 1997, and given by the entities identified in
Schedule I hereto which are signatories to this Guaranty
(individually, a "Guarantor" and collectively, the "Guarantors").

R e c i t a l s:

A. The Guarantors are Subsidiaries of Insituform
Technologies, Inc., a Delaware corporation (the "Company").

B. The Company has entered into separate and several Note
Purchase Agreements each dated as of February 14, 1997
(collectively, the "Note Purchase Agreements"), between the
Company and each of the Purchasers named on Schedule A attached
to the Note Purchase Agreements (together with their successors
and assigns, the "Noteholders"), providing for, among other
things, the issue and sale by the Company to the Noteholders of
$110,000,000 aggregate principal amount of its 7.88% Senior
Notes, Series A, due February 14, 2007 (the "Notes").

C. Pursuant to Section 9.8 of the Note Purchase
Agreements, upon which the Noteholders relied at the time of the
original issuance of the Notes, and upon which each subsequent
holder of the Notes relied at the time of its subsequent
acquisition of the Notes, the Company is required to cause the
Guarantors to enter into this Guaranty.

D. The Guarantors are part of an affiliated group of
corporations with the Company and each will receive substantial
direct and indirect benefit by reason of the original issue and
sale by the Company of the Notes.

Now, therefore, in consideration of the premises and in
further consideration of the sum of Ten Dollars ($10.00) paid to
each Guarantor by the Noteholders, the receipt whereof is hereby
acknowledged, each Guarantor does hereby covenant and agree as
follows:

Section 1. Definitions.

Unless the context otherwise requires, capitalized terms
used herein shall have the meanings assigned thereto in the Note
Purchase Agreements and such definitions shall be equally
applicable to both the singular and plural forms of any of the
terms so defined.

Section 2. Guaranty of Notes and Note Agreement.

(a) Subject to Section 2(b) below, the Guarantors do
hereby, jointly and severally, irrevocably, absolutely and
uncondition-ally guaranty unto the Noteholders (i) the full and
prompt payment of the principal of, premium, if any, and interest
on the Notes from time to time outstanding, as and when such
payments shall become due and payable, whether by lapse of time,
upon redemption or prepayment, by extension or by acceleration or
declaration or otherwise (including (to the extent legally
enforceable) interest due on overdue payments of principal,
premium, if any, or interest at the rate set forth in the Notes)
in coin or currency of the United States of America which at the
time of payment or demand therefor shall be legal tender for the
payment of public and private debts, (ii) the full and prompt
performance and observance by the Company of each and all of the
obligations, covenants and agreements required to be performed or
owned by the Company under the terms of the Notes and the Note
Purchase Agreements, and (iii) the full and prompt payment, upon
demand by any Noteholder of all costs and expenses, legal or
otherwise (including reasonable attorneys' fees), if any, as
shall have been expended or incurred in the protection or
enforcement of any right or privilege under the Notes or the Note
Purchase Agreements or in the protection or enforcement of any
rights, privileges or liabilities under this Guaranty or in any
consultation or action in connection therewith or herewith and in
each and every case irrespective of the validity, regularity, or
enforcement of any of the Notes or the Note Purchase Agreements
or any of the terms thereof or of any other like circumstance or
circumstances.

(b) The obligations of each Guarantor hereunder shall be
limited to the lesser of (i) the obligations of the Company
guaranteed hereunder, or (ii) a maximum aggregate amount equal to
the largest amount that would not render its obligations
hereunder subject to avoidance as a fraudulent transfer or
conveyance under Section 548 of Title 11 of the United States
Code or any applicable provisions of comparable state law
(collectively, the "Fraudulent Transfer Laws"), if and to the
extent such Guarantor (or a trustee on its behalf) has properly
invoked the protections of the Fraudulent Transfer Laws in each
case after giving effect to all other liabilities of such
Guarantor, contingent or otherwise, that are relevant under the
Fraudulent Transfer Laws.

Section 3. Guaranty of Payment and Performance.

This is a guaranty of payment and performance and each
Guarantor hereby waives, to the fullest extent permitted by law,
any right to require that any action on or in respect of any Note
or the Note Purchase Agreements be brought against the Company or
that resort be had to any direct or indirect security for the
Notes or for this Guaranty or any other remedy. Any Noteholder

may, at its option, proceed hereunder against any Guarantor in
the first instance to collect monies when due, the payment of
which is guaranteed hereby, without first proceeding against the
Company, any other Guarantor or any other Person and without
first resorting to any direct or indirect security for the Notes
or for this Guaranty or any other remedy. The liability of each
Guarantor hereunder shall in no way be affected or impaired by
any acceptance by any Noteholder of any direct or indirect
security for, or other guaranties of, any indebtedness, liability
or obligation of the Company, any other Guarantor or any other
Person to any Noteholder or by any failure, delay, neglect or
omission by the Noteholder to realize upon or protect any such
indebtedness, liability or obligation or any notes or other
instruments evidencing the same or any direct or indirect
security therefor or by any approval, consent, waiver, or other
action taken, or omitted to be taken by any such Noteholder.

Section 4. General Provisions Relating to the Guaranty.

(a) Each Guarantor hereby consents and agrees that any
Noteholder or Noteholders from time to time, with or without any
further notice to or assent from such Guarantor, may, without in
any manner affecting the liability of each such Guarantor under
this Guaranty, upon such terms and conditions as any such
Noteholder may deem advisable:

(i) extend in whole or in part (by renewal or
otherwise), modify, change, compromise, release or extend
the duration of the time for the performance or payment of
any indebtedness, liability or obligation of the Company or
any other Person secondarily or otherwise liable for any
indebtedness, liability or obligations of the Company on the
Notes, or waive any Default with respect thereto, or waive,
modify, amend or change any provision of any other
instruments and this Guaranty; or

(ii) sell, release, surrender, modify, impair, exchange
or substitute any and all property, of any nature and from
whomsoever received, held by, or for the benefit of, any
such Noteholder as direct or indirect security for the
payment or performance of any indebtedness, liability or
obligation of the Company or any other Person secondarily or
otherwise liable for any indebtedness, liability or
obligation of the Company on the Notes; or

(iii) settle, adjust or compromise any claim of the
Company against any other Person secondarily or otherwise
liable for any indebtedness, liability or obligation of the
Company on the Notes.

Each Guarantor hereby ratifies and confirms any such
extension, renewal, change, sale, release, waiver, surrender,
exchange, modification, amendment, impairment, substitution,
settlement, adjustment or compromise and that the same shall be
binding upon it, and hereby waives, to the fullest extent
permitted by law, any and all defenses, counterclaims or offsets
which it might or could have by reason thereof, it being
understood that each Guarantor shall at all times be bound by
this Guaranty and remain liable hereunder.

(b) Each Guarantor hereby waives, to the fullest extent
permitted by law: (i) notice of acceptance of this Guaranty by
the Noteholders or of the creation, renewal or accrual of any
liability of the Company, present or future, or of the reliance
of such Noteholders upon this Guaranty (it being understood that
every indebtedness, liability and obligation described in Section
1 shall conclusively be presumed to have been created, contracted
or incurred in reliance upon the execution of this Guaranty);
(ii) demand of payment by any Noteholder from the Company, any
other Guarantor or any other Person indebted in any manner on or
for any of the indebtedness, liabilities or obligations hereby
guaranteed; and (iii) presentment for the payment by any
Noteholder or any other Person of the Notes or any other
instrument, protest thereof and notice of its dishonor to any
party thereto and to such Guarantor. The obligations of each
Guarantor under this Guaranty and the rights of any Noteholder to
enforce such obligations by any proceedings, whether by action at
law, suit in equity or otherwise, shall not be subject to any
reduction, limitation, impairment or termination, whether by
reason of any claim of any character whatsoever or otherwise and
shall not be subject to any defense, set-off, counterclaim (other
than any compulsory counterclaim), recoupment or termination
whatsoever.

(c) The obligations of each Guarantor hereunder shall be
binding upon such Guarantor and its successors and assigns, and
shall remain in full force and effect irrespective of:

(i) the genuineness, validity, regularity or
enforceability of the Notes, the Note Purchase Agreements or
any other instruments relating thereto or any of the terms
of any thereof, the continuance of any obligation on the
part of the Company, any other Guarantor or any other Person
on the Notes or under the Note Purchase Agreements or the
power or authority or the lack of power or authority of the
Company to issue the Notes or execute and deliver the Note
Purchase Agreements or to perform any of its obligations
thereunder or the existence or continuance of the Company,
any other Guarantor or any other Person as a legal entity;
or

(ii) any default, failure or delay, willful or
otherwise, in the performance by the Company, any other
Guarantor or any other Person of any obligations of any
kind or character whatsoever of the Company, any other
Guarantor or any other Person (including, without
limitation, the obligations and undertakings of the Company,
any other Guarantor or any other Person under the Notes or
the Note Purchase Agreements); or

(iii) any creditors' rights, bankruptcy, receivership
or other insolvency proceeding of the Company, any other
Guarantor or any other Person or in respect of the property
of the Company, any other Guarantor or any other Person or
any merger, consolidation, reorganization, dissolution,
liquidation or winding up of the Company, any other
Guarantor or any other Person; or

(iv) impossibility or illegality of performance on the
part of the Company, any other Guarantor or any other Person
of its obligations under the Notes, the Note Purchase
Agreements, this Guaranty or any other instruments; or

(v) in respect of the Company, any other Guarantor or
any other Person, any change of circumstances, whether or
not foreseen or foreseeable, whether or not imputable to the
Company, any other Guarantor or any other Person, or other
impossibility of performance through fire, explosion,
accident, labor disturbance, floods, droughts, embargoes,
wars (whether or not declared), civil commotions, acts of
God or the public enemy, delays or failure of suppliers or
carriers, inability to obtain materials, action of any
Federal or state regulatory body or agency, change of law or
any other causes affecting performance, or any other force
majeure, whether or not beyond the control of the Company,
any other Guarantor or any other Person and whether or not
of the kind hereinbefore specified; or

(vi) any attachment, claim, demand, charge, Lien,
order, process, encumbrance or any other happening or event
or reason, similar or dissimilar to the foregoing, or any
withholding or diminution at the source, by reason of any
taxes, assessments, expenses, indebtedness, obligations or
liabilities of any character, foreseen or unforeseen, and
whether or not valid, incurred by or against any Person, or
any claims, demands, charges or Liens of any nature,
foreseen or unforeseen, incurred by any Person, or against
any sums payable under this Guaranty, so that such sums
would be rendered inadequate or would be unavailable to make
the payments herein provided; or

(vii) any order, judgment, decree, ruling or
regulation (whether or not valid) of any court of any nation
or of any political subdivision thereof or any body, agency,
department, official or administrative or regulatory agency
of any thereof or any other action, happening, event or
reason whatsoever which shall delay, interfere with, hinder
or prevent, or in any way adversely affect, the performance
by any party of its respective obligations under the Notes,
the Note Purchase Agreements or any instrument relating
thereto; or

(viii) the failure of any Guarantor to receive any
benefit from or as a result of its execution, delivery and
performance of this Guaranty; or

(ix) any failure or lack of diligence in collection or
protection, failure in presentment or demand for payment,
protest, notice of protest, notice of Default and of
nonpayment, any failure to give notice to any Guarantor of
failure of the Company, any other Guarantor or any other
Person to keep and perform any obligation, covenant or
agreement under the terms of the Notes or the Note Purchase
Agreements or failure to resort for payment to the Company,
any other Guarantor or any other Person or to any other
guaranty or to any property, security, Liens or other rights
or remedies; or

(x) the acceptance of any additional security or other
guaranty, the advance of additional money to the Company,
any other Guarantor or any other Person, the renewal or
extension of the Notes or amendments, modifications,
consents or waivers with respect to the Notes or the Note
Purchase Agreements, or the sale, release, substitution or
exchange of any security for the Notes; or

(xi) any defense whatsoever that the Company, any other
Guarantor or any other Person might have to the payment of
the Notes (principal, premium, if any, or interest), other
than payment in cash thereof, or to the performance or
observance of any of the provisions of the Note Purchase
Agreements, whether through the satisfaction or purported
satisfaction by the Company, any other Guarantor or any
other Person of its debts due to any cause such as
bankruptcy, insolvency, receivership, merger, consolidation,
reorganization, dissolution, liquidation, winding-up or
otherwise; or

(xii) any act or failure to act with regard to the
Notes, the Note Purchase Agreements or anything which might
vary the risk of any Guarantor; or

(xiii) any other circumstance which might otherwise
constitute a defense available to, or a discharge of, any
Guarantor in respect of the obligations of such Guarantor
under this Guaranty;

provided, that the specific enumeration of the above-mentioned
acts, failures or omissions shall not be deemed to exclude any
other acts, failures or omissions, though not specifically
mentioned above, it being the purpose and intent of this Guaranty
that the obligations of each Guarantor shall be absolute and
unconditional and shall not be discharged, impaired or varied
except by the payment of the principal of, premium, if any, and
interest on the Notes in accordance with their respective terms
whenever the same shall become due and payable as in the Notes
provided and all other sums due and payable under the Note
Purchase Agreements, at the place specified in and all in the
manner and with the effect provided in the Notes and the Note
Purchase Agreements, as amended or modified from time to time.
Without limiting the foregoing, it is understood that repeated
and successive demands may be made and recoveries may be had
hereunder as and when, from time to time, the Company shall
Default under the terms of the Notes or the Note Purchase
Agreements and that notwithstanding recovery hereunder for or in
respect of any given Default or Defaults by the Company under the
Notes or the Note Purchase Agreements, this Guaranty shall remain
in full force and effect and shall apply to each and every
subsequent Default.

(d) Subject to the provisions of the Note Purchase
Agreements, all rights of any Noteholder may be transferred or
assigned at any time and shall be considered to be transferred or
assigned at any time or from time to time upon the transfer of
such Note whether with or without the consent of or notice to any
Guarantor under this Guaranty or the Company.

(e) To the extent of any payments made under this Guaranty,
each Guarantor shall be subrogated to the rights of the
Noteholder upon whose Note such payment was made, but such
Guarantor covenants and agrees that such right of subrogation
shall be subordinate in right of payment to the rights of any
Noteholder for which full payment has not been made or provided
for and, to that end, such Guarantor agrees not to claim or
enforce any such right of subrogation or any right of set-off or
any other right which may arise on account of any payment made by
such Guarantor in accordance with the provisions of this
Guaranty, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or
remedy of any Noteholder or Noteholders against the Company,
whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, including, without
limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or by set-off

or in any other manner, payment or security on account of such
claim, remedy or right unless and until 366 days after all of the
Notes and all other sums due and payable under the Note Purchase
Agreements have been fully paid and discharged. If any amount
shall be paid to any Guarantor in violation of the preceding
sentence at any time prior to the indefeasible cash payment in
full of the Notes and all other amounts payable under the Note
Purchase Agreements and this Guaranty, such amounts shall be held
in trust for the benefit of the Noteholders and shall forthwith
be paid to the Noteholders to be credited and applied to the
amounts due or to become due with respect to the Notes and all
other amounts payable under the Note Purchase Agreements and this
Guaranty, whether matured or unmatured. Each Guarantor
acknowledges that it has received direct and indirect benefits
from the financing arrangements contemplated by the Note Purchase
Agreements and that the waiver set forth in this subsection is
knowingly made as a result of the receipt of such benefits.

(f) Each Guarantor agrees that to the extent the Company,
any other Guarantor or any other Person makes any payment on any
Note, which payment or any part thereof is subsequently
invalidated, voided, declared to be fraudulent or preferential,
set aside, recovered, rescinded or is required to be retained by
or repaid to a trustee, liquidator, receiver, or any other Person
under any bankruptcy code, common law, or equitable cause, then
and to the extent of such payment, the obligation or the part
thereof intended to be satisfied shall be revived and continued
in full force and effect with respect to the Guarantors'
obligations hereunder, as if said payment had not been made. The
liability of the Guarantors hereunder shall not be reduced or
discharged, in whole or in part, by any payment to any Noteholder
from any source that is thereafter paid, returned or refunded in
whole or in part by reason of the assertion of a claim of any
kind relating thereto, including, but not limited to, any claim
for breach of contract, breach of warranty, preference,
illegality, invalidity, or fraud asserted by any account debtor
or by any other Person.

(g) No Noteholder shall be under any obligation (i) to
marshal any assets in favor of any Guarantor or in payment of any
or all of the liabilities of the Company under or in respect of
the Notes or the obligations of any Guarantor hereunder or (ii)
to pursue any other remedy that any Guarantor may or may not be
able to pursue itself and that may lighten such Guarantor's
burden or any right which any Guarantor hereby expressly waives.

(h) The obligations of each Guarantor with respect to the
guaranty and all other obligations under this Guaranty of such
Guarantor are direct and unsecured obligations of such Guarantor
ranking pari passu as against the assets of such Guarantor and
pari passu with all other present and future Indebtedness of such
Guarantor which is not expressed to be subordinate or junior in
rank to any other Indebtedness of such Guarantor (except to the

extent that the foregoing is not true by virtue of, and solely by
virtue of, Liens expressly permitted by the Note Purchase
Agreements securing other Indebtedness).

Section 5. Representations and Warranties of the Guarantors.

Each Guarantor represents and warrants to you as follows:

(a) Organization; Power and Authority. Such Guarantor is
duly organized, validly existing and, if a corporation, in good
standing under the laws of its jurisdiction of incorporation and
is duly qualified as a foreign corporation and is in good
standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. Such Guarantor has the corporate or
other power and authority to own or hold under lease the
properties it purports to own or hold under lease, to transact
the business it transacts and proposes to transact, to execute
and deliver this Guaranty and to perform the provisions hereof.

(b) Authorization, etc. This Guaranty has been duly
authorized by all necessary corporate or other action under its
organizational and governing instruments on the part of such
Guarantor, and this Guaranty constitutes a legal, valid and
binding obligation of such Guarantor enforceable against such
Guarantor in accordance with its terms, except as such
enforceability may be limited by (1) applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and (2)
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).

(c) Compliance with Laws, Other Instruments, etc. (1) The
execution, delivery and performance by such Guarantor of this
Guaranty will not (i) contravene, result in any breach of, or
constitute a default under, or result in the creation of any Lien
in respect of any property of such Guarantor or any subsidiary
thereof under, any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate charter or
by-laws, or any other agreement or instrument to which such
Guarantor or any subsidiary thereof is bound or by which such
Guarantor or any subsidiary thereof or any of their respective
properties may be bound or affected, (ii) conflict with or result
in a breach of any of the terms, conditions or provisions of any
order, judgment, decree, or ruling of any court, arbitrator or
Governmental Authority applicable to such Guarantor or any
subsidiary thereof or (iii) violate any provision of any statute
or other rule or regulation of any Governmental Authority
applicable to such Guarantor or any subsidiary thereof, other
than any contravention, breach, default, creation, conflict or

violation under clauses (i) through (iii), inclusive, of this
Section 5(c) which individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect.

(2) All obligations of such Guarantor under this Guaranty
are direct and unsecured obligations of such Guarantor ranking
pari passu with all other existing unsecured Indebtedness of such
Guarantor (actual or contingent) which is not expressed to be
subordinated or junior in rank to any other unsecured
Indebtedness of such Guarantor.

(d) Governmental Authorizations, etc;. No consent,
approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in
connection with the execution, delivery or performance by such
Guarantor of this Guaranty.

Section 6. Guarantor Covenants.

Section 6.1. Compliance with Law. Each Guarantor will and
will cause each of its subsidiaries to comply with all laws,
ordinances or governmental rules or regulations to which each of
them is subject, including, without limitation, Environmental
Laws and ERISA, and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other
governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective
businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such
licenses, certificates, permits, franchises and other
governmental authorizations could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

Section 6.2. Insurance. Each Guarantor will and will
cause each of its Subsidiaries to maintain, with financially
sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and
contingencies, of such types, on such terms and in such amounts
(including deductibles, co-insurance and self-insurance, if
adequate reserves are maintained with respect thereto) as is
customary in the case of entities of established reputations
engaged in the same or a similar business and similarly situated.

Section 6.3. Maintenance of Properties. Each Guarantor
will and will cause each of its Subsidiaries to maintain and
keep, or cause to be maintained and kept, their respective
Material properties in good repair, working order and condition
(other than ordinary wear and tear), so that the business carried
on in connection therewith may be properly conducted at all
times; provided that this Section shall not prevent such
Guarantor or any subsidiary from discontinuing the operation and

the maintenance of any of its properties if such discontinuance
is desirable in the conduct of its business and such Guarantor
has concluded that such discontinuance could not, individually or
in the aggregate, reasonably be expected to have a Material
Adverse Effect.

Section 6.4. Payment of Taxes and Claims. Each Guarantor
will and will cause each of its subsidiaries to file all tax
returns required to be filed in any jurisdiction and to pay and
discharge all taxes shown to be due and payable on such returns
and all other taxes, assessments, governmental charges, or levies
imposed on them or any of their properties, assets, income or
franchises, to the extent such taxes and assessments have become
due and payable and before they have become delinquent and all
claims for which sums have become due and payable that have or
might become a Lien on properties or assets of such Guarantor or
any subsidiary thereof; provided that neither such Guarantor nor
any subsidiary need pay any such tax or assessment or claims if
(a) the amount, applicability or validity thereof is contested by
such Guarantor or such subsidiary on a timely basis in good faith
and in appropriate proceedings, and such Guarantor or a
subsidiary has established adequate reserves therefor in
accordance with GAAP on the books of such Guarantor or such
subsidiary or (b) the nonpayment of all such taxes and
assessments in the aggregate could not reasonably be expected to
have a Material Adverse Effect.

Section 6.5. Corporate Existence, etc. Each Guarantor
will at all times preserve and keep in full force and effect its
corporate or other existence, except to the extent otherwise
permitted by the Note Purchase Agreements. Each Guarantor will
at all times preserve and keep in full force and effect the
corporate existence of each of its Subsidiaries and all rights
and franchises of such Guarantor and its subsidiaries unless, in
the good faith judgment of such Guarantor, the termination of or
failure to preserve and keep in full force and effect such right
or franchise could not, individually or in the aggregate, have a
Material Adverse Effect.

Section 7. Submission to Jurisdiction.

Each Guarantor hereby irrevocably submits and consents to
the nonexclusive jurisdiction of the Federal court located within
the Northern District of the State of Illinois (or if such court
lacks jurisdiction, the state courts located therein) and
irrevocably agrees that all actions or proceedings relating to
this Guaranty may be litigated in such courts, and such Guarantor
waives any objection which it may have based on improper venue or
forum non conveniens to the conduct of any proceeding in any such
court and waives personal service of any and all process upon it,
and consents that all such service of process be made by delivery
to it at the address set forth in Section 9 or to its agent
referred to below at such agent's address set forth below and

that service so made shall be deemed to be completed upon actual
receipt. Each Guarantor hereby irrevocably appoints the Company
as its agent for the purpose of accepting service of any process
within the State of Illinois. Nothing contained in this Section
7 shall affect the right of any Noteholder to serve legal process
in any other manner permitted by law or to bring any action or
proceeding in the courts of any jurisdiction against any
Guarantor or to enforce a judgment obtained in the courts of any
other jurisdiction.

Section 8. Judgments.

Each Guarantor agrees that any payment made by such Guarantor
to any Noteholder or for the account of any such Noteholder in
respect of any amount required to be paid by such Guarantor in
lawful currency of the United States of America, which payment is
made in any currency other than lawful currency of the United
States of America, whether pursuant to any judgment or order of the
court or tribunal or otherwise, shall constitute a discharge of the
obligations of such Guarantor only to the extent of the amount of
lawful currency of the United States of America which may be
purchased with such other currency on the day of payment. Each
Guarantor covenants and agrees that it shall, as a separate and
independent obligation, which shall not be merged in any such
judgment or order, pay or cause to be paid the amount not so
discharged and required to be paid in lawful currency of the United
States of America.

Section 9. Notices.

All communications provided for herein shall be in writing,
and (a) if to the Company or any Guarantor, delivered or mailed
prepaid by registered or certified mail or express commercial air
courier, or by facsimile communication (prompt express commercial
air courier delivery of hard copy to follow such facsimile
communication), or (b) if to any Noteholder, delivered or mailed
prepaid by express commercial air courier, or by facsimile
communication (prompt express commercial air courier delivery of
hard copy to follow such facsimile communication), in any case at
the addresses set forth below, or to such other address as such
person may designate to the other persons named below by notice
given in accordance with this Section 9:

If to any Noteholder: To its address for notices appearing
in Schedule A to the Note Purchase
Agreements, as the case may be

If to a Guarantor: c/o Insituform Technologies, Inc.
702 Spirit ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President

If to the Company: Insituform Technologies, Inc.
702 Spirit ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President

Section 10. Amendments and Modifications; Solicitation of
Noteholders'.

(a) This Guaranty may only be amended and/or modified by an
instrument in writing signed by each Guarantor and by the
Noteholder or Noteholders of at least 66 2/3% in aggregate
principal amount of the Notes then outstanding; provided, that
without the written consent of the Noteholders of all of the Notes
then outstanding, no such waiver, modification, alteration or
amendment shall be effective which will reduce the scope of the
guaranty set forth in this Guaranty or amend the requirements of
Sections 2, 3, 4 or 8 hereof or amend this Section 10. No such
amendment or modification shall extend to or affect any obligation
not expressly amended or modified or impair any right consequent
thereon.

(b) Each Guarantor agrees that it will not solicit, request
or negotiate for or with respect to any proposed waiver or
amendment of any of the provisions of this Guaranty, the Note
Purchase Agreements or the Notes unless each Noteholder
(irrespective of the amount of Notes then owned by it) shall be
informed thereof by such Guarantor and shall be afforded the
opportunity of considering the same for a period of not less than
30 days and shall be supplied by such Guarantor with a brief
statement regarding the reasons for any such proposed waiver or
amendment, a copy of the proposed waiver or amendment and such
other information regarding such amendment or waiver as any
Noteholder shall reasonably request to enable it to make an
informed decision with respect thereto. Executed or true and
correct copies of any waiver or amendment effected pursuant to the
provisions of this Section 10 shall be delivered by such Guarantor
to each Noteholder of outstanding Notes within 30 days following
the date on which the same shall have been executed and delivered
by the holder or holders of the requisite percentage of the
outstanding Notes. Each Guarantor agrees that it will not,
directly or indirectly, pay or cause to be paid any remuneration,
whether by way of supplemental or additional interest, fee or
otherwise, to any Noteholder as consideration for or as an
inducement to the entering into by any Noteholder of any waiver or
amendment of any of the terms and provisions of this Guaranty, the
Note Purchase Agreements or the Notes unless such remuneration is
concurrently paid, on the same terms, ratably to the Noteholders of
all of the Notes then outstanding.

Section 11. Proceeds.

Each beneficiary of this Guaranty by its acceptance hereof
agrees that any proceeds recovered hereunder will be shared pro
rata among each beneficiary hereunder or under any other guaranty
of the Guarantors.

Section 12. Miscellaneous.

(a) No remedy herein conferred upon or reserved to any
Noteholder is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given
under this Guaranty now or hereafter existing at law or in equity.
No delay or omission to exercise any right or power accruing upon
any default, omission or failure of performance hereunder shall
impair any such right or power or shall be construed to be a waiver
thereof, but any such right or power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle
any Noteholder to exercise any remedy reserved to it under this
Guaranty, it shall not be necessary for such Noteholder to
physically produce its Note in any proceedings instituted by it or
to give any notice, other than such notice as may be herein
expressly required.

(b) In case any one or more of the provisions contained in
this Guaranty shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be
affected or impaired thereby.

(c) This Guaranty shall be binding upon each of the
undersigned Guarantors and its respective successors and assigns
and shall inure to the benefit of each Noteholder and its
successors and assigns so long as its Note remains outstanding and
unpaid.

(d) Each Guarantor hereby agrees that the obligations of such
Guarantor hereunder are joint and several with the obligations of
each other Guarantor hereunder and with the obligations of any
other guarantor of all or any portion of the indebtedness
guaranteed hereby.

(e) This Guaranty shall be governed by and construed in
accordance with Illinois law, including all matters of
construction, validity and performance.

In Witness Whereof, each Guarantor has caused this Guaranty to
be duly executed by an authorized officer of such Guarantor as of
the 20th day of August, 1997.

Signatures.

▇▇▇▇▇▇▇▇▇, Inc.
▇▇▇ Acquisition Corp.
Insituform Central, Inc.
Insituform Gulf South, Inc.
Insituform Mid-America, Inc.
Insituform Midwest, Inc.
Insituform Missouri, Inc.
Insituform North, Inc.
Insituform North America Corp.
Insituform Plains, Inc.
Insituform Rockies, Inc.
Insituform Southeast, Inc.
Insituform Texark, Inc.
Insituform West, Inc.
NuPipe, Inc.
United Pipeline Systems USA, Inc.

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Vice President of each of the foregoing entities

Insituform Southwest

By: Insituform Southwest, Inc.,
Managing Partner

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Its Vice President

Insituform of New England, Inc.

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Its Treasurer and Clerk

Acknowledged By:

Insituform Technologies, Inc.

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Its Senior Vice President-
Chief Financial Officer

Guarantors

Entity Jurisdiction of Organization

▇▇▇▇▇▇▇▇▇, Inc. Missouri
INA Acquisition Corp. Delaware
Insituform Central, Inc. Delaware
Insituform Gulf South, Inc. Delaware
Insituform Mid-America, Inc. Delaware
Insituform Midwest, Inc. Delaware
Insituform Missouri, Inc. Delaware
Insituform of New England, Inc. Massachusetts
Insituform North, Inc. Delaware
Insituform North America Corp. Tennessee
Insituform Plains, Inc. Delaware
Insituform Rockies, Inc. Delaware
Insituform Southeast, Inc. Florida
Insituform Southwest California
Insituform Texark, Inc. Delaware
Insituform West, Inc. Oregon
NuPipe, Inc. Oregon
United Pipeline Systems USA, Inc. Delaware

Intercreditor Agreement

Dated as of August 20, 1997

Among

NationsBank, N.A.

And

The Northwestern Mutual Life Insurance Company
Principal Mutual Life Insurance Company
Allstate Life Insurance Company
Connecticut General Life Insurance Company
CIGNA Property and Casualty Insurance Company
Connecticut General Life insurance Company,
on behalf of one or more separate accounts
Jefferson-Pilot Life Insurance Company
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Life Insurance Company of America
The Minnesota Mutual Life Insurance Company
Mutual Trust Life Insurance Company
Northern Life Insurance Company
ReliaStar United Services Life Insurance Company
ReliaStar Bankers Security Life Insurance Company
ReliaStar Life Insurance Company
▇▇▇▇▇▇ National Life Insurance Company
and
The Security Mutual Life Insurance Company of Lincoln, Nebraska

Table of Contents
Section Heading Page

Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Section 1. Definitions . . . . . . . . . . . . . . . . . .2
Section 2. Sharing of Recoveries . . . . . . . . . . . . .4
Section 2.1. Pro Rata Share. . . . . . . . . . . . . . . . .4
Section 2.2. Letters of Credit . . . . . . . . . . . . . . .5
Section 3. Agreements Among The Creditors. . . . . . . . .5
Section 3.1. Independent Actions by Creditors. . . . . . . .5
Section 3.2. Relation of Creditors . . . . . . . . . . . . .5
Section 3.3. Acknowledgment of Guaranties. . . . . . . . . .6
Section 3.4. Additional Creditors. . . . . . . . . . . . . .6
Section 4. Miscellaneous . . . . . . . . . . . . . . . . .6
Section 4.1. Entire Agreement. . . . . . . . . . . . . . . .6
Section 4.2. Notices . . . . . . . . . . . . . . . . . . . .6
Section 4.3. Successors and Assigns. . . . . . . . . . . . .6
Section 4.4. Consents, Amendment, Waivers. . . . . . . . . .6
Section 4.5. Governing Law . . . . . . . . . . . . . . . . .7
Section 4.6. Counterparts. . . . . . . . . . . . . . . . . .7
Section 4.7. Sale of Interest. . . . . . . . . . . . . . . .7
Section 4.8. Severability. . . . . . . . . . . . . . . . . .7
Section 4.9. Expenses. . . . . . . . . . . . . . . . . . . .7
Section 4.10. Term of Agreement . . . . . . . . . . . . . . .7

Signature Page . . . . . . . . . . . . . . . . . . . . . . . .1

Intercreditor Agreement

This Intercreditor Agreement, dated as of August 20, 1997,
is made among (i) the Lender (as hereinafter defined) and (ii)
each of the Noteholders (as hereinafter defined); the
Noteholders, the Lender and each of the additional Persons, if
any, that become Creditors hereunder as contemplated by Section 3.4
hereof are individually referred to herein as a "Creditor" and
are collectively referred to herein as the "Creditors".

R e c i t a l s:

A. Under and pursuant to the separate and several Note
Purchase Agreements, each dated as of February 14, 1997 (as such
agreements may be modified or amended from time to time,
collectively, the "Note Purchase Agreements"), between Insituform
Technologies, Inc., a Delaware corporation (the "Company"), and
each of the Purchasers named on Schedule A attached thereto
respectively, the Company has heretofore issued and sold its
7.88% Senior Notes, Series A, due February 14, 2007, in the
aggregate principal amount of $110,000,000 (the "Notes"). The
holders of the Notes currently outstanding are referred to herein
individually as a "Noteholder" and collectively as the
"Noteholders."

B. Under and pursuant to that certain Loan Agreement dated
as of August 20, 1997 (as such agreement may be modified,
amended, renewed or replaced, including any increase in the
amount thereof, the "Loan Agreement"), between the Company and
NationsBank, N.A. (the "Lender"), the Lender has made available
to the Company certain revolving credit facilities in a current
aggregate principal amount up to $20,000,000 (all obligations in
respect of said credit facilities being hereinafter collectively
referred to as the "Loans").

C. As required by the Note Purchase Agreements, each of
▇▇▇▇▇▇▇▇▇, Inc., a Missouri corporation, INA Acquisition Corp.,
a Delaware corporation, Insituform Central, Inc., a Delaware
corporation, Insituform Gulf South, Inc., a Delaware corporation,
Insituform Mid-America, Inc., a Delaware corporation, Insituform
Midwest, Inc., a Delaware corporation, Insituform Missouri, Inc.,
Insituform of New England, Inc., a Massachusetts corporation,
Insituform North, Inc., a Delaware corporation, Insituform North
America Corp., a Tennessee corporation, Insituform Plains, Inc.,
a Delaware corporation, Insituform Rockies, Inc., a Delaware
corporation, Insituform Southeast, Inc., a Florida corporation,
Insituform Southwest, a California partnership, Insituform
Texark, Inc., a Delaware corporation, Insituform West, Inc., an
Oregon corporation, NuPipe, Inc., an Oregon corporation, and
United Pipeline Systems USA, Inc., a Delaware corporation
(collectively, the "Subsidiary Guarantors"), have concurrently
herewith executed and delivered a Guaranty Agreement or Guaranty
Agreements (as such agreement(s) may be modified or amended from

time to time, collectively, the "Noteholder Guaranty"), each
dated as of August 20, 1997, pursuant to which the Subsidiary
Guarantors have irrevocably, absolutely and unconditionally
guaranteed to the Noteholders the payment of the principal of,
premium, if any, and interest on the Notes and the payment and
performance of all other obligations of the Company under the
Note Purchase Agreements.

D. As required by the Loan Agreement, the Subsidiary
Guarantors have concurrently herewith executed and delivered a
Guaranty Agreement or Guaranty Agreements (as such agreement(s)
may be modified or amended from time to time, collectively, the
"Lender Guaranty"), each dated as of August 20, 1997, pursuant to
which the Subsidiary Guarantors have irrevocably, absolutely and
unconditionally guaranteed to the Lender the payment and
performance of all obligations of the Company under the Loan
Agreement. The Lender Guaranty and the Noteholder Guaranty are
hereinafter referred to as the "Subsidiary Agreements."

E. Pursuant to the requirements of the Note Purchase
Agreements, the Company and the Subsidiary Guarantors have
requested and the Lender has agreed to enter into this Agreement.

Now, Therefore, in consideration of the premises and other
good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, the parties hereto hereby agree as
follows:

Section 1. Definitions.

The following terms shall have the meanings assigned to them
below in this Section 1 or in the provisions of this Agreement referred
to below:

"Bankruptcy Proceeding" shall mean, with respect to any
person, (i) the filing by such person, or consent by answer or
otherwise to the filing against it of, a petition for relief or
reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other
similar law of any jurisdiction, (ii) the making of an assignment
for the benefit of such person's creditors, (iii) consent by such
person to the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to such person or
with respect to any substantial part of its property, (iv) the
adjudication of such person as insolvent or to be liquidated, (v)
the taking by such person of corporate action for the purpose of
any of the foregoing, or (vi) the entry by a court or
governmental authority of competent jurisdiction of an order
appointing, without consent by such person, a custodian,
receiver, trustee or other officer with similar powers with
respect to it or with respect to any substantial part of its
property, or constituting an order for relief or approving a

petition for relief or reorganization or any other petition in
bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the
dissolution, winding-up or liquidation of such person.

"Company" shall have the meaning assigned thereto in the
Recitals hereof.

"Credit Documents" shall mean, collectively, the Note
Purchase Agreements, the Loan Agreement and each other agreement
or document pursuant to which any Person becomes an additional
Creditor pursuant to Section 3.4.

"Creditor" shall have the meaning assigned thereto in the
introductory paragraph hereto.

"Excess Subsidiary Payment" shall mean as to any Creditor an
amount equal to the Subsidiary Payment received by such Creditor
less the Pro Rata Share of Subsidiary Payments to which such
Creditor is then entitled.

"Lender" shall have the meanings assigned thereto in the
introductory paragraph hereto.

"Lender Guaranty" shall have the meaning assigned thereto in
the Recitals hereof.

"Loan Agreement" shall have the meaning assigned thereto in
the Recitals hereof.

"Loans" shall have the meaning assigned thereto in the
Recitals hereof.

"Note Purchase Agreements" shall have the meaning assigned
thereto in the Recitals hereof.

"Noteholder" and "Noteholders" shall have the meanings
assigned thereto in the introductory paragraph hereto.

"Noteholder Guaranty" shall have the meaning assigned
thereto in the Recitals hereof.

"Notes" shall have the meaning assigned thereto in the
Recitals hereof.

"Person" shall mean an individual, partnership, limited
liability company, corporation, trust or unincorporated
organization, and a government or agency or political subdivision
thereof.

"Pro Rata Share of Subsidiary Payments" shall mean as of the
date of any Subsidiary Payment to a Creditor in respect to a
Subsidiary Agreement an amount equal to the product obtained by
multiplying (x) the amount of all Subsidiary Payments made by the
Subsidiary Guarantors to all Creditors concurrently with the
payments to such Creditor less all reasonable costs incurred by
such Creditors in connection with the collection of such
Subsidiary Payments by (y) a fraction, the numerator of which
shall be the Specified Amount owing to such Creditor, and the
denominator of which is the aggregate amount of all outstanding
Subject Obligations (without giving effect to the application of
any such Subsidiary Payments).

"Receiving Creditor" shall have the meaning assigned thereto
in Section 2.

"Specified Amount" shall mean, as to any Creditor, the
aggregate amount of the Subject Obligations owed to such
Creditor.

"Subject Obligations" shall mean (i) all principal of,
premium, if any, and interest on, the Notes and the Loans and all
other obligations of the Company under or in respect of the Notes
and the Loans and under the Note Purchase Agreements and the Loan
Agreement and any other obligations of the Company to the Lender
which are guaranteed by the Lender Guaranty and (ii) all
principal of, premium, if any, and interest on, the obligations
of the Subsidiary Guarantors under or in respect of the
agreements and documents referred to in Section 3.4 hereof pursuant to
which other Persons have become creditors of the Subsidiary
Guarantors and "Creditors" hereunder as contemplated in Section 3.4
hereof; provided that any amount of such Subject Obligations
which is not allowed as a claim enforceable against the Company
in a Bankruptcy Proceeding under applicable law shall be excluded
from the computation of "Subject Obligations" hereunder.

"Subsidiary Agreements" shall have the meaning assigned
thereto in the Recitals hereof.

"Subsidiary Guarantors" shall have the meaning assigned
thereto in the Recitals hereof.

"Subsidiary Payments" shall have the meaning assigned
thereto in Section 2.

Section 2. Sharing of Recoveries.

Section 2.1. Pro Rata Share. Each Creditor hereby agrees
with each other Creditor that payments (including payments made
through setoff of deposit balances or otherwise or payments or
recoveries from any security interest granted to any Creditor
securing any Subsidiary Agreement) made pursuant to the terms of
the Subsidiary Agreements ("Subsidiary Payments") (x) within 90

days prior to the commencement of a Bankruptcy Proceeding with
respect to the Subsidiary Guarantors or the Company, as the case
may be, or (y) following the acceleration of the Notes generally
or the Loans or the acceleration of any other Subject Obligation,
shall be shared so that each Creditor shall receive its Pro Rata
Share of Subsidiary Payments. Accordingly, each Creditor hereby
agrees that in the event (a) an event described in clauses (x) or
(y) above shall have occurred, (b) any Creditor shall receive a
Subsidiary Payment (a "Receiving Creditor"), and (c) any other
Creditor shall not concurrently receive its Pro Rata Share of
Subsidiary Payments from the Subsidiary Guarantors, then the
Receiving Creditor shall promptly remit the Excess Subsidiary
Payment to each other Creditor who shall then be entitled thereto
so that after giving effect to such payment (and any other
payments then being made by any other Receiving Creditor pursuant
to this Section 2) each Creditor shall have received its Pro Rata Share
of Subsidiary Payments.

Any such payments shall be deemed to be and shall be made in
consideration of the purchase for cash at face value, but without
recourse, ratably from the other Creditors of such amount of
Notes or Loans (or interest therein), as the case may be
(exclusive of any lien or security interest granted to such other
Creditors and not securing a Subsidiary Agreement), necessary to
cause such Creditor to share such Excess Subsidiary Payment with
the other Creditors as hereinabove provided; provided, however,
that if any such purchase or payment is made by any Receiving
Creditor and if such Excess Subsidiary Payment or part thereof is
thereafter recovered from such Receiving Creditor by the
Subsidiary Guarantors (including, without limitation, by any
trustee in bankruptcy of the Subsidiary Guarantors or any
creditor thereof), the related purchase from the other Creditors
shall be rescinded ratably and the purchase price restored as to
the portion of such Excess Subsidiary Payment so recovered, but
without interest; and provided further nothing herein contained
shall obligate any Creditor to resort to any setoff, application
of deposit balance or other means of payment under any Subsidiary
Agreement or avail itself of any recourse by resort to any
property of the Company or the Subsidiary Guarantors, the taking
of any such action to remain within the absolute discretion of
such Creditor without obligation of any kind to the other
Creditors to take any such action.

Section 2.2. Letters of Credit. Notwithstanding anything
herein to the contrary, any amounts to be distributed to the
Lender after an event described in clause (x) or (y) of Section 2.1
above for application as provided in the Loan Agreement with
respect to the undrawn portion of any outstanding letters of
credit issued by the Lender shall be held by the Lender receiving
the same in an interest bearing trust account (the "Special Trust
Account") as collateral security for such liabilities until a
drawing thereon, at which time such amounts, together with the
interest accrued thereon, shall be applied to such letter of

credit liabilities. If any such letters of credit expire without
having been drawn upon in full, amounts held in the Special Trust
Account with respect to the undrawn portion of such letters of
credit, together with the interest accrued thereon, shall be
treated as a Subsidiary Payment and shared in the manner provided
in Section 2.1 hereof.

Section 3. Agreements Among The Creditors.

Section 3.1. Independent Actions by Creditors. Nothing
contained in this Agreement shall prohibit any Creditor from
accelerating the maturity of, or demanding payment from the
Subsidiary Guarantors on, any Subject Obligation of the Company
or the Subsidiary Guarantors, as the case may be, to such
Creditor or from instituting legal action against the Company or
the Subsidiary Guarantors to obtain a judgment or other legal
process in respect of such Subject Obligation, but any funds
received from the Subsidiary Guarantors in connection with any
recovery under any Subsidiary Agreement (exclusive of recoveries
arising from liens or security interests granted to other
Creditors and not securing any Subsidiary Agreement) shall be
subject to the terms of this Agreement.

Section 3.2. Relation of Creditors. This Agreement is
entered into solely for the purposes set forth herein, and no
Creditor assumes any responsibility to any other party hereto to
advise such other party of information known to such regarding
the financial condition of the Company or the Subsidiary
Guarantors or of any other circumstances bearing upon the risk of
nonpayment of the Subject Obligations. Each Creditor
specifically acknowledges and agrees that nothing contained in
this Agreement is or is intended to be for the benefit of the
Company or the Subsidiary Guarantors and nothing contained herein
shall limit or in any way modify any of the obligations of the
Company or the Subsidiary Guarantors to the Creditors.

Section 3.3. Acknowledgment of Guaranties. The Lender
hereby expressly acknowledges the existence of the Noteholder
Guaranty and the Noteholders hereby expressly acknowledge the
existence of the Lender Guaranty.

Section 3.4. Additional Creditors. Additional Persons
which receive a "Guaranty" of "Indebtedness" of the Company (as
such terms are defined in the Note Purchase Agreements) as
contemplated in Section 9.8 of the Note Purchase Agreements may become
"Creditors" hereunder by executing and delivering to each of the
then existing Creditors (i) a copy of this Agreement so executed
and (ii) a copy of the agreement or documents pursuant to which
such Person becomes a creditor of the Subsidiary Guarantors.
Accordingly, upon the execution and delivery of any such copy of
this Agreement by any such Person, such Person shall thereinafter
become a Creditor for all purposes of this Agreement.

Notwithstanding the foregoing or any other provision of this
Agreement, the provisions hereof shall not in any manner modify
any covenant, obligation or agreement of the Company and its
Subsidiaries contained in the Credit Documents with respect to
(x) limitations on additional indebtedness of the Company or any
Subsidiary permitted under any Credit Document or (y) limitations
on liens or security interests which may be created or granted by
the Company or any Subsidiary under such Credit Document.

Section 4. Miscellaneous.

Section 4.1. Entire Agreement. This Agreement represents
the entire Agreement among the Creditors and, except as otherwise
provided, this Agreement may not be altered, amended or modified
except in a writing executed by all the parties to this
Agreement.

Section 4.2. Notices. Notices hereunder shall be given to
the Creditors at their addresses as set forth in the Note
Purchase Agreements or the Loan Agreement, as the case may be, or
at such other address as may be designated by each in a written
notice to the other parties hereto.

Section 4.3. Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of each of the Creditors
and their respective successors and assigns, whether so expressed
or not, and, in particular, shall inure to the benefit of and be
enforceable by any future holder or holders of any Subject
Obligations, and the term "Creditor" shall include any such
subsequent holder of Subject Obligations, wherever the context
permits.

Section 4.4. Consents, Amendment, Waivers. All amendments,
waivers or consents of any provision of this Agreement shall be
effective only if the same shall be in writing and signed by all
of the Creditors.

Section 4.5. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Illinois.

Section 4.6. Counterparts. This Agreement may be executed
in any number of counterparts, all of which taken together shall
constitute one Agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.

Section 4.7. Sale of Interest. No Creditor will sell,
transfer or otherwise dispose of any interest in the Subject
Obligations unless such purchaser or transferee shall agree, in
writing, to be bound by the terms of this Agreement, or unless
the Subject Obligations are sold, transferred or disposed of at
a time when the Subsidiary Agreements are no longer in effect for
the benefit of such Subject Obligations.

Section 4.8. Severability. In case any one or more of the
provisions contained in this Agreement shall be invalid, illegal
or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of this Agreement
shall not in any way be affected or impaired thereby.

Section 4.9. Expenses. In the event of any litigation to
enforce this Agreement, the prevailing party shall be entitled to
its reasonable attorney's fees (including the allocated costs of
in-house counsel).

Section 4.10. Term of Agreement. This Agreement shall
terminate when all Subject Obligations are paid in full and such
payments are not subject to any possibility of revocation or
rescission or until all of the parties hereto mutually agree in
a writing to terminate this Agreement.

In Witness Whereof, each of the parties hereto has caused
this Agreement to be executed as of the date first above written.

Signature Page

The Northwestern Mutual Life Insurance Company

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Its Vice President
---------------------------------

Principal Mutual Life Insurance Company

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Its Counsel
---------------------------------

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Its Counsel
---------------------------------

Allstate Life Insurance Company

By s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
By Authorized Signatory
---------------------------------

Authorized Signatories

Connecticut General Life Insurance Company

By: CIGNA Investments, Inc.

By s/▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Its Managing Director
----------------------------

CIGNA Property and Casualty Insurance Company

By: CIGNA Investments, Inc.

By s/▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Its Managing Director
----------------------------

Connecticut General Life Insurance Company,
on behalf of one or more separate accounts

By: CIGNA Investments, Inc.
By
By s/▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
Its Managing Director
----------------------------

The Security Mutual Life Insurance Company
of Lincoln, Nebraska

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Its Vice President-Chief Investment Officer
---------------------------

Northern Life Insurance Company

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Its Assistant Treasurer
---------------------------

ReliaStar United Services Life Insurance Company

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Its Assistant Treasurer
---------------------------

ReliaStar Bankers Security Life Insurance Company

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Its Vice President, Investments
---------------------------

ReliaStar Life Insurance Company

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Its Authorized Representative
---------------------------

▇▇▇▇▇▇ National Life Insurance Company

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Its Authorized Officer
---------------------------

The Minnesota Mutual Life Insurance Company

By: MIMLIC Asset Management Company

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Its Vice President
---------------------------

Mutual Trust Life Insurance Company

By: MIMLIC Asset Management Company

By s/▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
Its Vice President
---------------------------

Jefferson-Pilot Life Insurance Company

By s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
----------------------------
Its Second Vice President
---------------------------

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Life Insurance
Company of America

By s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
----------------------------
Its Second Vice President
---------------------------

NationsBank, N.A.

By
----------------------------
Its Senior Vice President
---------------------------

The undersigned hereby acknowledge and agree to the
foregoing Agreement.

Insituform Technologies, Inc.

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Its Senior Vice President - Chief
Financial Officer

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Vice President of each of the foregoing entities

Insituform Southwest

By: Insituform Southwest, Inc.,
Managing Partner

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Its Vice President

Insituform of New England, Inc.

By s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Its Treasurer and Clerk

Insituform Technologies, Inc. _ First Amendment Dated as of August 20, 1997 to Note Purchase Agreements Dated as of February 14, 1997 _ Re: $110,000,000 7.88% Senior Notes, Series A,...

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Insituform Technologies, Inc. ___________________________________ First Amendment Dated as of August 20, 1997 to Note Purchase Agreements Dated as of February 14, 1997 ___________________________________ Re: $110,000,000 7.88% Senior Notes, Series A,...

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Insituform Technologies, Inc. _ First Amendment Dated as of August 20, 1997 to Note Purchase Agreements Dated as of February 14, 1997 _ Re: $110,000,000 7.88% Senior Notes, Series A,...