EXHIBIT 10.22

                    [LETTERHEAD OF SIR WILFRID NEWTON CBE]

14 October 1998


Mr D N Odgers
Australia

Dear David.

                       Guy Maunsell International Limited
                       ---------------------------------
                 Group Chief Executive -  Terms of Employment
                 --------------------------------------------

I am writing to confirm the terms of your appointment when you take up your
position as Group Chief Executive based in London. I shall be grateful if you
will sign and return the copy of this letter, which is enclosed.

The terms which have been agreed between us, are as follows:

1.  Salary:
    (L) 140,000 per annum subject to annual review.

2. Housing Allowance:
   A contribution towards housing cost up to (L) 1,000 per week (note
   personal tax will have to be paid on this allowance.)

3. Car Allowance:
   (L) 10,000 per annum.

4. Annual Leave:
   25 working days per annum.

5. Superannuation:
   You will continue to be a member of the Australian scheme and GMIL will make
   the employer's contribution.

6. Health Cover:
   As for UK directors for you and your wife.






                                      -2-
7.   Home Leave Travel:
     Two business class return fares in each year for your wife and one for
     yourself.

8.   Re-Location Cost:
     GMIL will reimburse reasonable cost of your move to London and your
     eventual return to Australia.

9.   Term of Appointment:
     The term of your appointment is for three years. You will be required to
     give 6 months notice of your intention to leave the company's employment
     and the company in turn will give you one year's notice if it wishes to
     terminate your employment before completion of your three year term. If the
     Company wishes to extend your term beyond three years it will discuss and
     agree any extension with you one year before completion of your three year
     term.

You will, I am confident, fill the post of Group Chief Executive with
distinction and I wish you great success for the future.

With kind regards.


/s/ Wilfrid Newton

Wilfrid Newton


Acceptance Confirmed
- --------------------

/s/ D N Odgers

D N Odgers