EXHIBIT 10.7(e)(i)

                 THE OGDEN SELECT SAVINGS PLAN TRUST AGREEMENT

     THIS TRUST AGREEMENT made and entered into as of the 1st day
of January, 1995, by and between Ogden Services Corporation, a
State of Delaware Corporation ("Company") and certain of the
Company's designated subsidiaries and affiliates (individually
known as a "Participating Company" and collectively "Employer")
and American Express Trust Company, a Minnesota trust company
(Trustee);

     (a)  WHEREAS, the Company has adopted the nonqualified
deferred compensation plan known as the Ogden Select Savings Plan
("Plan") for the benefit of a select group of management or
highly compensated employees;

     b)   WHEREAS, the Employer has incurred and expects to
continue to incur liability under the terms of such Plan with
respect to the individuals participating in such Plan;

     (c)  WHEREAS, the Company has established a trust (Trust) 
with The Bank of New York, a New York banking corporation
("BONY"), such Trust being established pursuant to a trust
agreement effective October 1, 1990 and as amended and restated
effective as of November 1, 1991 ("BONY Trust Agreement") and
contributed to the Trust assets that have been held therein,
subject to the claims of the Employer's creditors in the event of
the Company's or a Participating Company's insolvency, as herein
defined, until paid to Plan participants and their beneficiaries
in such manner and at such times as specified in the Plan;

     (d)  WHEREAS, pursuant to Sections 5.8 and 5.9 of the BONY
Trust Agreement, the Company has appointed the Trustee as a
successor trustee to BONY;

     (e)  WHEREAS, it is the intention of the parties that the
Trust shall constitute an unfunded arrangement and shall not
affect the status of the Plan(s) as an unfunded plan maintained
for the purpose of providing deferred compensation for a select
group of management or highly compensated employees for purpose
of Title I of the Employee Retirement Income Security Act of 1974
("ERISA");

     (f)  WHEREAS, it is the intention of the Company to direct
BONY to deliver the trust fund, established under the BONY Trust
Agreement, to the Trustee and the Trustee acknowledges receipt of
such trust fund, and to continue to make contributions to the
Trust to provide itself with a source of funds to assist in the
meeting of its liabilities under the Plans;

     NOW, THEREFORE, the parties do hereby establish the Trust
and agree that the Trust shall be comprised held and disposed of
as follows:

SECTION 1.     ESTABLISHMENT OF TRUST

     (a)  The Company hereby deposits, in addition to the trust
fund delivered by BONY, with Trustee in trust $100, together
which shall become the principal of the Trust to be held,
administered and disposed of by Trustee as provided in this Trust
Agreement.

     (b)  The Trust hereby established is irrevocable by the
Company.

     (c)  The Trust is intended to be a grantor trust, of which
the Company is the grantor, within the meaning of subpart E, part
I, subchapter J, chapter 1, subtitle A of the Internal Revenue
Code of 1986, as amended, and shall be construed accordingly.

     (d)  The principal of the Trust, and any earnings thereon
shall be held separate and apart from other funds of the Company
and shall be used exclusively for the uses and purposes of Plan
participants and general creditors as herein set forth.  Plan
participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of
the Trust.  Any rights created under the Plan and this Trust
Agreement shall be mere unsecured contractual rights of Plan
participants and their beneficiaries against the Company.  Any
assets held by  the Trust will be subject to the claims of the
Employer's general creditors under federal and state law in the
event of Insolvency, as defined in Section 3(a) herein.

     (e)  The Company, in its sole discretion, may at any time,
or from time to time, make additional deposits of cash or other
property in trust with Trustee to augment the principal to be
held, administered and disposed of by Trustee as provided in this
Trust Agreement.  Neither Trustee nor any Plan participant or
beneficiary shall have any right to compel such additional
deposits.

     (f)  The Company represents that it shall restrict
participation in the nonqualified plan(s) relating to or
supported by the Trust to a "select group of management or highly
compensated employees", as that phrase is used in and defined
under Sections 201, 301, and 401 of ERISA.  The Company
represents to the Trustee that the Trust is exempt from Parts 2,
3, and 4 of Title 1 of ERISA.  The Company agrees to indemnify
against and hold harmless from any and all claims, judgements,
settlements and related costs or damages incurred by the Trustee
resulting from Trustee's reliance on these representations.

SECTION 2.  PAYMENTS TO PLAN PARTICIPANTS AND THEIR
BENEFICIARIES.

     (a)  The Company shall deliver to Trustee a schedule
("Payment Schedule") that indicates the amounts payable in
respect of each Plan participant (and his or her beneficiaries),
that provides a formula or other instructions acceptable to
Trustee for determining the amounts so payable, the form in which
such amount is to be paid (as provided for or available under the
Plans), and the time of commencement for payment of such amounts. 
Except as otherwise provided herein, Trustee shall make payments
to the Plan participants and their beneficiaries in accordance
with such Payment Schedule.  The Trustee shall make provision for
the reporting and withholding of any federal, state or local
taxes that may be required to be withheld with respect to the
payment of benefits pursuant to the terms of the Plan and shall
pay amounts withheld to the appropriate taxing authorities or
determine that such amounts have been reported, withheld and paid
by the Company. 

     (b)  The entitlement of a Plan participant or his or her
beneficiaries to benefits under the Plan shall be determined by
the Company or such party as it shall designate under the
Plan(s), and any claim for such benefits shall be considered and
reviewed under the procedures set out in the Plan.

     (c)  The Company may make payment of benefits directly to
Plan participants or their beneficiaries as they become due under
the terms of the Plan.  The Company shall notify the Trustee of
its decision to make payment of benefits directly prior to the
time amounts are payable to participants or their beneficiaries. 
In addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in
accordance with the terms of the Plan, the Company shall make the
balance of each such payment as it falls due.  The Trustee shall
notify the Company where principal and earnings are not
sufficient.

SECTION 3.      TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO
               TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT.

     (a)  Trustee shall cease payment of benefits to Plan
participants and their beneficiaries if the Company is Insolvent. 
The Company shall be considered "Insolvent" for purposes of this
Trust Agreement if (i) the Company is unable to pay its debts as
they become generally due, or (ii) the Company is subject to a
pending proceeding as a debtor under the United States Bankruptcy
Code.

     (b)  At times during the continuance of this Trust, as
provided in Section 1(d) hereof, the principal and income of the
Trust shall be subject to claims of general creditors of the
Company under federal and state law as set forth below:

          (1)  The Chief Executive Officer ("CEO") of the Company
shall have the duty to inform the Trustee in writing of the
Company's Insolvency.  If a person claiming to be a creditor of
the Company alleges in writing to the Trustee that the Company
has become Insolvent, Trustee shall determine whether the Company
is Insolvent and, pending such determination, the Trustee shall
discontinue payment of benefits to Plan participants or their
beneficiaries.

          (2)  Unless Trustee has actual knowledge of the
Company's Insolvency, or has received notice from the Company or
a person claiming to be a creditor alleging that the Company is
Insolvent, the Trustee shall have no duty to inquire whether the
Company is Insolvent.  The Trustee may in all events rely on such
evidence concerning the Company's solvency as may be furnished to
the Trustee and that provides the Trustee with a reasonable basis
for making a determination concerning the Company's solvency.

          (3)  If at any time the Trustee has determined that the
Company is Insolvent, the Trustee shall discontinue payments to
Plan participants or their beneficiaries and shall hold the
assets of the Trust for the benefit of the Company's general
creditors.  Nothing in this Trust Agreement shall in any way
diminish any right of Plan participants or their beneficiaries to
pursue their rights as general creditors of the Company with
respect to benefits due under the Plan or otherwise.

          (4)  The Trustee shall resume the payment of benefits
to Plan participants or their beneficiaries in accordance with
Section 2 of this Trust Agreement only after the Trustee has
determined that the Company is not Insolvent (or is no longer
Insolvent).

     (c)  Provided that there are sufficient assets, if the
Trustee discontinues the payment of benefits from the Trust
pursuant to Section 3(b) hereof and subsequently resumes such
payments, the first payment following such discontinuance shall
include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plan
for the period of such discontinuance, less the aggregate amount
of any payments made to Plan participants or their beneficiaries
by the Company in lieu of the payment provided for hereunder
during any such period of discontinuance, plus earnings if any,
thereon.

SECTION 4.  PAYMENTS TO COMPANY.

     Except as provided in Section 3 hereof, the Company shall
have no right or power to direct Trustee to return to the Company
or to divert to others any of the Trust assets before all payment
of benefits have been made to Plan participants and their
beneficiaries pursuant to the terms of the Plan.

SECTION 5.     INVESTMENT AUTHORITY.

     (a)  The Trustee shall have the authority, as directed by
the Company, to provide the following authorized investment
vehicles:   government securities, common stocks, preferred
stocks, bonds, notes, commercial paper, fixed time deposits,
money market instruments, mutual funds including any investment
offered by the Trustee or its affiliates.  The Company can
delegate to each participant the right to direct the Trustee as
to the appropriate allocation within the authorized investments
selected by the Company.  The Trustee nevertheless retains the
authority to override a Participant's direction.


     (b)  In no event may the Trustee invest in securities
(including stock or right to acquire stock) or obligations issued
by the Company, other than a de minimis amount held in common
investment vehicles in which the Trustee invests.  All rights
associated with assets of the Trust shall be exercised by Trustee
or the person designated by the Trustee, and shall in no event be
exercisable by or rest with Plan participants, except that voting
rights with respect to Trust assets will be exercised by the
Company.

SECTION 6.     DISPOSITION OF INCOME.

     During the term of the Trust, all income received by the
Trust, net of expenses and taxes, if any, shall be accumulated
and reinvested.

SECTION 7.     ACCOUNTING BY TRUSTEE.

     The Trustee shall keep accurate and detailed records of all
investments, receipts , disbursements, and all other transactions
required to be made, including such specific records as shall be
agreed upon in writing between the Company and the Trustee. 
Within 60 days following the close of each calendar year and
within 60 days after the removal or resignation of Trustee, the
Trustee shall deliver to the Company a written account of its
administration of the Trust during such year or during the period
from the close of the last preceding year to the date of such
removal or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a
description of all securities and other investments purchased and
sold with the cost or net proceeds of such purchases or sales
(accrued interest paid or receivable being shown separately), and
showing all cash, securities and other property held in the Trust
at the end of such year or as of the date of such removal or
resignation, as the case may be.

SECTION 8.     RESPONSIBILITY OF TRUSTEE.

     (a)  The Trustee shall act with the care, skill, prudence
and diligence under the circumstances then prevailing that a
prudent person acting in like capacity and familiar with such
material would use in the conduct of an enterprise of alike
character and with like aims, provided, however, that the Trustee
shall incur no liability to any person for any action taken
pursuant to a written direction, request or approval given by the
Company which is contemplated by, and in reasonable conformity
with, the terms of the Plan or this Trust Agreement and this
given in writing by Company.  In the event of a dispute between
Company and a party, Trustee may apply to a court of competent
jurisdiction to resolve the dispute.

     (b)  If the Trustee, after discussion with the Company,
undertakes or defends any litigation arising in connection with
this Trust Agreement, the Company agrees to indemnify the Trustee
against the Trustee's costs, expenses and liabilities (including,
without limitation, reasonable attorneys' fees and expenses)
relating thereto and to be primarily liable for such payments. 
If the Company does not pay such cost, expenses and liabilities
in a reasonably timely manner, Trustee may, upon written notice
to the Company, obtain payment from the Trust.

     (c)  The Trustee may consult with legal counsel (who may
also be counsel for the Company or the Trustee generally) with
respect to any of its duties or obligations hereunder.

     (d)  The Trustee may, hire agents, accountants, actuaries,
investment advisors, financial consultants or other professionals
to assist it in performing any of its duties or obligations
hereunder.

     (e)  The Trustee shall have, without exclusion, all powers
conferred on Trustees by applicable law, unless expressly
provided otherwise herein, provided, however, that if an
insurance policy is held as an asset of the Trust, Trustee shall
have no power to name a beneficiary of the policy other than the
Trust, to assign the policy (as distinct from conversion of the
policy to a different form) other than to a successor trustee, or
to loan to any person the proceeds of any borrowing against such
policy.

     (f)  Notwithstanding any powers granted to the Trustee
pursuant to this Trust Agreement or to applicable law, the
Trustee shall not have any power that could give this Trust
Agreement the objective of carrying on a business and dividing
the gains from, within the meaning of section 301.7701-2 of the
Procedure and Administrative Regulations promulgated pursuant to
the Internal Revenue Code.

     (g)  The Trustee shall on a timely basis deliver or cause to
be executed and delivered, to the Employer, all notices,
prospectuses, finance statements proxies and proxy soliciting
materials relating to investments held hereunder.  The Trustee
shall not vote any proxy or tender offer election, participate in
any voting trust, exercise any options or subscription right or
join in, dissent from or oppose any merger, reorganization,
consolidation, liquidation or sale with respect to any asset held
hereunder except in accordance with the timely written
instructions of the Company.  If no such written instructions are
timely received such proxies, elections and voting trust shall
not be voted; such option or subscription rights shall not be
exercises; and such mergers, reorganization, consolidation,
acquisitions or sales hall not be joined, dissented from or
opposed.

     (h)  The Trustee may, in the exercise of its discretion,
invest and reinvest the assets of any trust created under this
Trust Agreement in assets issued or distributed by American
Express Finanacial Advisors or any of its successors,
subsidiaries or affiliates, even though American Express
Financial Advisors and its successors, subsidiaries or affiliates
are affiliated with the Trustee.  Assets that the Trustee may
acquire pursuant to the authority granted by this paragraph
includes, but are not limited to load and no-load mutual funds.

SECTION 9.     COMPENSATION AND EXPENSES OF TRUSTEE.

     The Company shall pay all administrative and the Trustee's
fees and expenses.  If not so paid within a reasonable time and
after written notice, the Trustee shall deduct the fees and
expenses directly from the Trust.

SECTION 10.    RESIGNATION AND REMOVAL OF TRUSTEE.

     (a)  The Trustee may resign at any time by written notice to
the Company, which shall be effective 60 days after receipt of
such notice unless the Company and the Trustee agree otherwise.

     (b)  The Trustee may be removed by the Company on 60 days
notice or upon shorter notice accepted by the Trustee.

     (c)  Upon resignation or removal of the Trustee and
appointment of a successor trustee, subject to Trustee's rights
to deduct fees and expenses pursuant to Section 9, all assets
shall subsequently be transferred to the successor trustee.  The
transfer shall be completed within 60 days after receipt of
notice of resignation, removal or transfer, unless the Company
extends the time limit.  In the event of such resignation or
removal, the Trustee and its successors or assigns shall file
with the Company a final accounting pursuant to provisions of
Section 7.

     (d)  If Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 thereof, by the
effective date of resignation or removal under paragraph (a) or
(b) of this section.  If no such appointment has been made,
Trustee may apply to a court of competent jurisdiction for
appointment or a successor or for instructions.  All expenses of
the Trustee in connection with the proceeding shall be allowed as
administrative expenses of the Trust.

SECTION 11.    APPOINTMENT OF SUCCESSOR.

     (a)  If Trustee resigns or is removed in accordance with
Sections 10(a) or (b) hereof, the Company may appoint any third
party, such as a bank trust department or other party that may be
granted corporate trustee powers under state law, as a successor
to replace the Trustee upon resignation or removal.  The
appointment shall be effective when accepted in writing by the
new Trustee, who shall have all of the rights and powers of the
Trustee, including ownership rights in the Trust assets.  The
Trustee shall execute any instrument necessary or reasonable
requested by the Company or the successor trustee to evidence the
transfer.

     (b)  The successor trustee need not examine the records and
acts of any prior  trustee and may retain or dispose of existing
Trust assets, subject to Sections 7 and 8 hereof.  The successor
trustee shall not be responsible for and Company shall indemnify
and defend the successor trustee from any claim or liability
resulting from any action or inaction of any prior trustee or
from any other past event, or any condition existing at the time
it becomes successor trustee.

SECTION 12.    AMENDMENT OR TERMINATION.

     (a)       This Trust Agreement may be amended by a written
instrument executed by the Trustee and the Company. 
Notwithstanding the foregoing, no such amendment shall conflict
with the terms of the Plan or shall make the Trust revocable.

     (b)  The Trust shall not terminate until the date on which
Plan participants and their beneficiaries are no longer entitled
to benefits pursuant to the terms of the Plan, unless sooner
revoked in accordance with Section 1(b) hereof.  Upon termination
of the Trust any assets remaining in the Trust shall be returned
to the Company.

     (c)  Upon written approval of participants or beneficiaries
entitled to payment of benefits pursuant to the terms of Plan,
the Company may terminate this Trust Agreement prior to the time
all benefit payments under the Plan have been made.  All assets
in the Trust at termination shall be returned to the Company.

SECTION 13.    MISCELLANEOUS.

     (a)  Any provision of this Trust Agreement prohibited by law
shall be ineffective to the extent of any such prohibition,
without invalidating the remaining provisions hereof.

     (b)  Benefits payable to Plan participants and their
beneficiaries under this Trust Agreement may not be anticipated,
assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.

     (c)  This Trust Agreement shall be governed by and construed
in accordance with the laws of Minnesota.

SECTION 14.    EFFECTIVE DATE.

     The effective date of this Trust Agreement shall be of
January 1, 1995.


     IN WITNESS WHEREOF, the parties hereto have caused this
Trust Agreement to be effective as of the day and year first
above written.

OGDEN SERVICES CORPORATION

By:   

Title:      Vice President

Date:     


AMERICAN EXPRESS TRUST COMPANY

By:  

Title:    

Date: