EXHIBIT NO. 10.10(i) and
									              EXHIBIT NO. 10.12(ii)

          FORM OF AMENDMENTS TO THE OGDEN PROJECTS, INC.
              PENSION PLAN AND PROFIT SHARING PLANS
                    EFFECTIVE JANUARY 1, 1994

     WHEREAS, the Corporation is the sponsor of the Ogden Projects
Pension Plan (the "Pension Plan") and the Ogden Projects Profit
Sharing Plan (the "Profit Sharing Plan") and their related trusts,
said Pension Plan and Profit Sharing Plan and underlying trusts
being qualified and tax-exempt under Section 401(a) and 501(a) (of
the Internal Revenue Code (the "IRC"); and

     WHEREAS, the Corporation has determined that the Pension Plan
and Profit Sharing Plan should be amended and modified in certain
respects, so that the Corporation will be able to meet the IRC
rules and regulations concerning the employer-wide non-
discriminatory classification test (the "Test") necessary to
maintain the qualified and tax-exempt status of the Corporation's
Pension Plan and Profit Sharing Plan, effective as of January 1,
1994; and

     WHEREAS, the Corporation has determined that it is in the best
interest of the Corporation and its employees that effective as of
January 1, 1994, and in order to satisfy the Test, all benefits
under the Pension Plan be frozen and that the Profit Sharing Plan
be amended to enable the Corporation to remove from coverage as
many highly paid employees as is necessary to satisfy the Test; NOW
THEREFORE

     BE IT RESOLVED, that the Board of Directors hereby authorizes,
upon advice of counsel, that the Pension Plan be amended, effective
as of January 1, 1994, as follows:  (i) all additional benefit
accruals under the Pension Plan shall cease effective as of the
close of business on December 31, 1993; (ii) all accrued benefits
under the Pension Plan shall be frozen as of the close of business
on December 31, 1993, and (iii) subject to the foregoing
amendments, the Pension Plan shall continue in existence as a
qualified and tax-exempt plan under Section 401(a) and 501(a) of
the IRC in accordance with its terms and applicable law, regulation
and governmental guidelines; and it is further

     RESOLVED, that the Board of Directors hereby authorizes, upon
advice of counsel, that the Profit Sharing Plan shall be amended,
effective as of January 1, 1994, to provide that a certain number
of highly paid employees of the Corporation shall no longer be
eligible to participate in the Profit Sharing Plan as shall be
determined by the Administrative Committee from time to time as may
be necessary for the Profit Sharing Plan to meet the Test and
maintain its qualified and tax-exempt status, and to provide that
the account balances of any highly paid employees who are
determined to be ineligible to participate in the Profit Sharing
Plan shall be ineligible to receive future contributions; and it is
further


     RESOLVED, that effective as of January 1, 1993, the Profit
Sharing Plan is further amended to comply with the Unemployment
Compensation Act of 1993 by applying a 20% Federal income tax
withholding to the taxable portion of any distribution unless the
participant requests a direct rollover of the distribution to an
eligible retirement plan; and it is further

     RESOLVED, that the fiduciaries of the Pension Plan and Profit
Sharing Plan and the officers of this Corporation and each of them
be and hereby is authorized, upon advice of counsel, to execute,
deliver and file any and all documents and instruments which, upon
advice of counsel, are desirable, necessary or appropriate to
effect the purpose and intent of the foregoing Resolutions.