EXECUTIVE EMPLOYMENT AGREEMENT



     THIS AGREEMENT (the "AGREEMENT") is made and entered into this 18th day of

May, 2004 (the "EFFECTIVE DATE"), by and between GSE LINING TECHNOLOGY, INC., a

Delaware corporation, having its corporate headquarters located at 19103 Gundle

Road, Houston, Texas 77073 (hereinafter referred to as the "COMPANY"), and

GERALD E. HERSH (hereinafter referred to as the "EMPLOYEE").



                              W I T N E S S E T H:



     WHEREAS, the Company desires to employ the Employee in an executive

capacity and the Employee desires to remain in the Company's employ.



     NOW, THEREFORE, for and in consideration of the mutual promises, covenants

and obligations contained herein, and other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the Company and the

Employee hereby agree as follows:



1.   CERTAIN DEFINITIONS. As used in this Agreement, the following terms have

     the meanings prescribed below:



     AFFILIATE is used in this Agreement to define a relationship to a person or

entity and means a person or entity who, directly or indirectly through one or

more intermediaries, controls, is controlled by, or is under common control

with, such person or entity.



     BASE SALARY shall have the meaning assigned thereto in SECTION 4(a) hereof.



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



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



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



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



     COMPANY means GSE Lining Technology, Inc., a Delaware corporation, with its

corporate headquarters located at 19103 Gundle Road, Houston, Texas 77073.



     COMPETITIVE BUSINESS shall have the meaning assigned thereto in SECTION

10(b) hereof.



     CONFIDENTIAL INFORMATION shall have the meaning assigned thereto in SECTION

8(b) hereof.



     DATE OF TERMINATION means the earliest to occur of (i) the date of the

Employee's death, (ii) the last day of the Employment Period, or (iii) the date

of receipt of the Notice of Termination, or such later date as may be prescribed

in the Notice of Termination in accordance with SECTION 5(g) hereof.



     DISABILITY means an illness or other disability which prevents the Employee

from discharging his responsibilities under this Agreement for a period of 180

consecutive calendar



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days or an aggregate of 180 calendar days in any calendar year, during an

Employment Period, all as determined in good faith by the Parent Board (or a

committee thereof).



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

Agreement.



     EMPLOYEE means Gerald E. Hersh, an individual residing at 23 Legend Hollow

Court, The Woodlands, TX 77382.



     EMPLOYMENT PERIOD shall have the meaning assigned thereto in SECTION 3

hereof.



     MARKET shall have the meaning assigned thereto in SECTION 10(c) hereof.



     NOTICE OF TERMINATION shall have the meaning assigned thereto in SECTION

5(g) hereof.



     PARENT shall mean GEO Holdings Corp., a Delaware corporation, which

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



     PARENT BOARD shall mean the board of directors of the Parent.



     RESTRICTED PERIOD shall have the meaning assigned thereto in SECTION 10(d)

hereof.



     VACATION TIME shall have the meaning assigned thereto in SECTION 4(d)

hereof.



     WITHOUT CAUSE shall have the meaning assigned thereto in SECTION 5(d)

hereof.



     WORK PRODUCT shall have the meaning assigned thereto in SECTION 9 hereof.



2.   GENERAL DUTIES OF COMPANY AND EMPLOYEE.



     (a)  The Company agrees to employ the Employee, and the Employee agrees to

          accept employment by the Company to serve as the Vice President and

          General Manager of U.S. Installation Operations of the Company. The

          authority, duties and responsibilities of the Employee shall include

          those consistent with such positions in business entities of similar

          size in the Company's industry and such other or additional duties as

          may from time to time be assigned to the Employee by the Parent Board

          (or a committee thereof) consistent with such titles and positions.

          While employed hereunder, the Employee shall devote reasonable time

          and attention during normal business hours to the affairs of the

          Company and use his best efforts to perform faithfully and efficiently

          his duties and responsibilities.



     (b)  The Employee agrees and acknowledges that he owes a fiduciary duty of

          loyalty, fidelity and allegiance to act at all times in the best

          interests of the Company.



     (c)  The Employee agrees to comply at all times during the Employment

          Period with all applicable policies, rules and regulations of the

          Company, including, without limitation, the Company's Code of Ethics

          and the Company's policy regarding trading in the Company's Common

          Stock or an Affiliate's common stock, as each is in effect from time

          to time during the Employment Period.



                                        2

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3.   TERM. Unless sooner terminated pursuant to other provisions hereof, the

     Employee's period of employment under this Agreement shall be a period of

     three years beginning on the Effective Date (the "EMPLOYMENT PERIOD"). This

     Agreement and the Employment Period shall automatically be extended for

     successive twelve (12) month terms unless either the Company or the

     Employee provides a written notice of its/his intent to not extend the

     Employment Period not less than 90 calendar days prior to the expiration of

     the then current Employment Period ("AUTOMATIC EXTENSION"). Notwithstanding

     the foregoing, the Employee's employment shall cease and shall not extend

     past the last day of the month in which the Employee attains age 70.



4.   COMPENSATION AND BENEFITS.



     (a)  BASE SALARY. As compensation for services to the Company, the Company

          shall pay to the Employee until the Date of Termination an annual base

          salary of $189,000 (the "BASE SALARY"). The Parent Board (or a

          committee thereof) shall review the Employee's Base Salary no less

          than annually and, in its discretion, may increase, but not decrease,

          the Base Salary based upon relevant circumstances. If the Employee's

          Base Salary is increased at any time, it may not thereafter be

          decreased below such amount. The Base Salary shall be payable in equal

          semi-monthly installments or in accordance with the Company's

          established policy, subject only to such payroll and withholding

          deductions as may be required by law and other deductions applied

          generally to employees of the Company for insurance and other employee

          benefit plans.



     (b)  BONUS. In addition to the Base Salary, the Employee shall be awarded,

          for each fiscal year until the Date of Termination, an annual bonus

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