2005 MANAGEMENT ANNUAL INCENTIVE PLAN

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                                                                    EXHIBIT 10.1

[INSITUFORM TECHNOLOGIES, INC. LOGO]

                      2005 MANAGEMENT ANNUAL INCENTIVE PLAN

PLAN PURPOSE

     The purpose of this Plan is to enhance business performance by motivating

and rewarding executive and management employees for the achievement of

incentive goals structured to achieve desired corporate results.

ELIGIBLE EMPLOYEES

     A Committee comprised of the Company's Chief Executive Officer, Chief

Operating Officer and Chief Financial Officer (the "Committee") will select

participants in the Plan from the following eligible employees:

             Tier 0 - Officers

             Tier 1 - Executives

             Tier 2 - VPs and other business leaders

             Tier 3 - Department heads and other key employees

             Tier 4 - District/Area/General Managers

             Tier 5 - Select management employees

BONUS POOL

     Net Income (as hereinafter defined) for the fiscal year shall determine the

total amount of the bonus pool available for payment to participants in the

Plan.

     The Net Income target for 2005 is [REDACTED].

     For purposes of this Plan, "Net Income" shall be defined as "net income

before extraordinary items" of the Company for the year ending December 31,

2005, which shall mean the consolidated net income of the Company during the

fiscal year, as determined in conformity with accounting principles generally

accepted in the United States of America and contained in financial statements

that are subject to an audit report of the Company's independent public

accounting firm, but excluding:

     (i)    losses associated with the write-down of assets of a subsidiary,

            business unit or division that has been designated by the Board of

            Directors as a discontinued business operation;

     (ii)   gains or losses on the sale of any subsidiary, business unit or

            division, or the assets or business thereof;

     (iii)  gains or losses from the disposition of material capital assets

            (other than in a transaction described in subsection (ii)) or the

            refinancing of indebtedness, including, among other things, any

            make-whole payments and prepayment fees;

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     (iv)   losses associated with the write-down of goodwill or other

            intangible assets of the Company due to the determination under

            applicable accounting standards that the assets have been impaired;

     (v)    gains or losses from material property casualty occurrences or

            condemnation awards taking into account the proceeds paid by