OGDEN PROJECTS, INC. -- PROXY
               THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
 
     KNOW  ALL MEN BY  THESE PRESENTS that the  undersigned shareholder of OGDEN
PROJECTS, INC. (the 'Corporation') does hereby constitute and appoint R. RICHARD
ABLON, SCOTT G. MACKIN and JEFFREY R. HOROWITZ, and each of them, attorneys  and
proxies  with full power of substitution to each, and for and in the name of the
undersigned and with all the powers the undersigned would possess if  personally
present,  to  vote all  the shares  of Common  Stock of  the undersigned  in the
Corporation at the Annual Meeting of Shareholders of the Corporation, to be held
at the headquarters of the Corporation  located at 40 Lane Road, Fairfield,  New
Jersey  at 10:00 A.M. (local time) on Monday, May 23, 1994 on all matters as may
properly come before the meeting, as set  forth in the Notice of Annual  Meeting
of Shareholders, dated April 13, 1994, and at any and all adjournments thereof.
 
     A  majority of  such attorneys as  shall be  present and shall  act at said
meeting, or any of them (or if only  one of such attorneys shall be present  and
act, then that one) shall have and may exercise all the powers of said attorneys
hereunder.
 
     THE  BOARD OF DIRECTORS RECOMMENDS THAT  SHAREHOLDERS VOTE FOR THE ELECTION
AS DIRECTORS THE THREE NOMINEES OF THE  BOARD OF DIRECTORS NAMED HEREIN TO  HOLD
OFFICE  FOR A TERM OF THREE YEARS, AND  FOR THE RATIFICATION OF THE SELECTION OF
DELOITTE & TOUCHE AS AUDITORS.
 
                (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)


                                                                   Please mark
                                                               [X] your votes
                                                                   as this

          This Proxy, when properly executed, will be voted
          in the  manner directed herein by the undersigned
          shareholder. If no such directions are given with
          respect  to all or  some items, as to such items,
          the shares represented by the Proxy will be voted
          FOR  Proposal  1 and 2.

          ____________
             COMMON

          THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES NAMED IN
          PROPOSAL 1 AND FOR PROPOSALS 2.

Proposal 1. Election of the following three directors for a three year term:
          Constantine G. Caras; Jeffrey F. Friedman; and Phillip G. Husby

  FOR         WITHHELD         (To withhold authority to vote for any individual
  all         from all         nominee print that nominee's name below).
Nominees      nominees
  [ ]           [ ]            _________________________________________________

Proposal 2. Ratification of
the selection of Deloitte &
Touche  as auditors of  the
Corporation  for  the  year
1994.

FOR     AGAINST     ABSTAIN
[ ]       [ ]         [ ]

     Signature(s)..............................................   Date..........
     NOTE:  Please  sign as  name appears hereon. Joint owners should each sign.
When  signing as  attorney, administrator, trustee or guardian, please give full
title as such.