- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

----------------

OHM CORPORATION
(NAME OF SUBJECT COMPANY)

OHM CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)

COMMON STOCK, $0.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)

670839 10 9
(CUSIP NUMBER OF CLASS OF SECURITIES)

----------------

STEVEN E. HARBOUR
VICE PRESIDENT, LEGAL AND SECRETARY
OHM CORPORATION
5445 TRIANGLE PARKWAY, SUITE 400
NORCROSS, GEORGIA 30092
TELEPHONE: 770-729-3900
TELECOPIER: 770-849-3101
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF
THE PERSON(S) FILING STATEMENT)

WITH COPIES TO:

JOSEPH B. FRUMKIN THOMAS C. DANIELS
SULLIVAN & CROMWELL JONES DAY REAVIS & POGUE
125 BROAD STREET NORTH POINT
NEW YORK, NEW YORK 10004 901 LAKESIDE AVENUE
TELEPHONE: (212) 558-4000 CLEVELAND, OHIO 90071
TELECOPIER: (212) 558-3588 TELEPHONE: (216) 586-3939
TELECOPIER: (216) 579-0212

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ITEM 1. SECURITY AND SUBJECT COMPANY.

The name of the subject company is OHM Corporation, an Ohio corporation (the
"Company"). The address of the principal executive offices of the Company is
16406 U.S. Route 224 East, Findlay, Ohio, 45840. The title of the class of
securities to which this statement relates is the Common Stock of the Company,
par value $0.10 per share (the "Shares").

ITEM 2. TENDER OFFER OF THE BIDDER.

This Statement relates to the tender offer (the "Offer") by IT-Ohio, Inc.
("Purchaser"), a wholly owned subsidiary of International Technology
Corporation ("Parent"), to purchase 13,933,000 Shares at a price of $11.50 per
Share, net to tendering shareholder in cash, subject to the terms and
conditions set forth in the Offer to Purchase, dated January 16, 1998, and the
related Letter of Transmittal. The Offer is described in the Tender Offer
Statement on Schedule 14D-1 filed by Purchaser with the Securities and
Exchange Commission on January 16, 1998 (the "Schedule 14D-1") and is enclosed
herewith.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of January 15, 1998 (the "Merger Agreement"), among the Company, Parent and
Purchaser. The Merger Agreement provides that, regardless of whether Shares
are accepted for payment or paid for in the Offer, but subject to the
satisfaction or waiver of certain conditions precedent (including the approval
of the Merger Agreement by holders of a majority of the outstanding Shares),
Purchaser will merge with and into the Company (the "Merger"), which will be
the surviving corporation in the Merger, with the result that the Company will
become a wholly owned subsidiary of Parent.

At the effective time of the Merger, each Share (other than Shares purchased
in the Offer or otherwise owned by Parent or any subsidiary of Parent, Shares
owned by the Company or any subsidiary of the Company and Shares that are
owned by shareholders exercising appraisal rights pursuant to the Ohio General
Corporation Law (the "OGCL") (collectively, "Excluded Shares")) will be
converted into the right to receive (i) 1.394 shares (the "Exchange Ratio") of
Common Stock, $0.01 par value per share, of Parent ("Parent Common Stock");
provided, however, that if the aggregate number of Shares accepted for payment
and paid for pursuant to the Offer and purchased from Waste Management Inc.
("WMX") pursuant the Repurchase (as defined herein) is less than 19,168,381
Shares (the "Cash Share Number") (the number of Shares so paid for and
purchased being referred to as the "Purchased Share Number"), then the
Exchange Ratio will be adjusted (the "Adjusted Exchange Ratio") and shall be
equal to the product obtained by multiplying the Exchange Ratio by a fraction,
(A) the numerator of which is equal to (x) the number of Shares issued and
outstanding immediately prior to the effective time of the Merger (excluding
Excluded Shares other than Dissenting Shares (the "Final Outstanding Number"),
plus (y) the Purchased Share Number, minus (z) the Cash Share Number, and (B)
the denominator of which is the Final Outstanding Number, and (ii) if the
Exchange Ratio has been adjusted in accordance with the immediately preceding
proviso, an amount in cash equal to a fraction, (A) the numerator of which is
the product of $11.50 and the amount by which the Cash Share Number exceeds
the Purchased Share Number, and (B) the denominator of which is the Final
Outstanding Number. The consideration referred to in clauses (i) and (ii) of
the previous sentence is hereinafter referred to collectively as the "Merger
Consideration"). Both the Offer and the Merger will be fully taxable
transactions, with the result that gain will be realized in an amount equal to
the excess of the cash and fair market value of Parent Common Stock received
over the holder's adjusted tax basis in the Shares surrendered.

As the market price of the shares of the Parent Common Stock will fluctuate,
the value of the Exchange Ratio at the effective time of the Merger may be
greater or less than the $11.50 in cash per Share payable pursuant to the
Offer. ACCORDINGLY, THE VALUE OF THE MERGER CONSIDERATION MAY BE LESS OR
GREATER THAN THE $11.50 PER SHARE RECEIVED BY HOLDERS OF SHARES THAT ARE
PURCHASED PURSUANT TO THE OFFER. Based on the closing price of Parent Common
Stock on the New York Stock Exchange, Inc. on January 15, 1998, the value of
the Parent Common Stock to be received for each Share pursuant to the Exchange
Ratio would have been $11.15.

The Merger Agreement is summarized in Item 3(b) below. A copy of the Merger
Agreement has been filed as Exhibit 3 to this Statement and is incorporated
herein by reference.

Pursuant to the Merger Agreement and the Share Repurchase Agreement, dated
as of January 15, 1998 (the "Repurchase Agreement"), among the Company,
Parent, WMX (which holds approximately 38% of the outstanding Shares) and Rust
International Inc., a wholly owned subsidiary of WMX ("Rust"), the Company
will repurchase from WMX 5,235,381 Shares for $11.50 per Share, concurrently
with the payment for Shares pursuant to the Offer (the "Repurchase"). The
effect of the Repurchase will be to increase the aggregate number of Shares
acquired for cash, make it possible for the consideration paid in the Merger
to consist solely of shares of Parent Common Stock, and result in WMX
receiving cash and Parent Common Stock in the same proportion as other
shareholders of the Company, assuming that all outstanding Shares (other than
7,525,380 Shares held by WMX) are tendered in the Offer. Pursuant to the
Repurchase Agreement, WMX has also agreed, among other things, to vote all
Shares held by it in favor of the adoption of the Merger Agreement and the
consummation of the Offer, the Merger and the other transactions contemplated
by the Merger Agreement (the "Transactions"); not to take certain actions, or
encourage or assist any other party in taking any action, which would compete
with, impede, interfere with or attempt to discourage the Transactions or
inhibit the timely consummation of the Transactions; and not to tender more
than 2,142,141 Shares into the Offer. Additional provisions of the Repurchase
Agreement are summarized in Item 3(b) below. A copy of the Repurchase
Agreement has been filed as Exhibit 4 to this Statement and is incorporated
herein by reference.

Pursuant to the Company Voting Agreement, dated as of January 15, 1998 (the
"Company Voting Agreement"), among the Company, Parent, James L. Kirk (the
Company's Chairman, President and Chief Executive Officer), Joseph R. Kirk (a
director and Executive Vice President of the Company), H. Wayne Huizenga and
The Huizenga Family Foundation (which shareholders are not affiliated with the
Company and are referred to collectively with Messrs. James and Joseph Kirk as
the "Company Shareholders"), the Company Shareholders (who collectively hold
approximately 23% of the outstanding Shares) have agreed, among other things,
to vote all Shares held by them in favor of the adoption of the Merger
Agreement and the consummation of the Transactions, and not to take certain
actions, or encourage or assist any other party in taking any action, which
would compete with, impede, interfere with or attempt to discourage the
Transactions or inhibit the timely consummation of the Transactions.
Additional provisions of the Company Voting Agreement are summarized in Item
3(b) below. A copy of the Company Voting Agreement has been filed as Exhibit 5
to this Statement and is incorporated herein by reference.

Pursuant to the Parent Voting Agreement, dated as of January 15, 1998 (the
"Parent Voting Agreement"), among Parent, the Company and certain stockholders
of Parent (the "Parent Stockholders") affiliated with The Carlyle Group
("Carlyle") which are entitled to cast approximately 38% of the votes entitled
to be cast at the meeting of stockholders of Parent contemplated by the Merger
Agreement, the Parent Stockholders have agreed, among other things, to vote
all shares of Cumulative Convertible Preferred Stock of Parent (the "Parent
Preferred Stock") held by them in favor of the consummation of the
Transactions and the issuance of shares of Parent Common Stock in connection
with the Merger, and not to take certain actions, or encourage or assist any
other party in taking any action, which would compete with, impede, interfere
with or attempt to discourage the Transactions or inhibit the timely
consummation of the Transactions. Additional provisions of the Parent Voting
Agreement are summarized in Item 3(b) below. A copy of the Parent Voting
Agreement has been filed as Exhibit 6 to this Statement and is incorporated
herein by reference.

Pursuant to the Merger Agreement, concurrently with the acceptance by
Purchaser of Shares for payment in the Offer, the Company will pay a pro rata
distribution (the "NSC Distribution") to holders of record of the Shares as of
the close of business on the date prior to the date Purchaser accepts Shares
for payment in the Offer, of all of the shares of Common Stock, par value
$0.01 per share, of NSC Corporation ("NSC") held by the Company. It is
anticipated that the NSC distribution will be treated as a pro rata taxable
redemption which qualifies as a sale or exchange for tax purposes.

As set forth in the Schedule 14D-1, the address of the principal executive
offices of Parent and Purchaser is 2790 Mosside Boulevard, Monroeville,
Pennsylvania 15146-2792.

ITEM 3. IDENTITY AND BACKGROUND.

(a) The name of the Company, which is the person filing this Statement, and
the address of its principal executive offices are set forth in Item 1 above.
Unless the context otherwise requires, references in this Statement to the
Company refer to the Company and its subsidiaries, taken as a whole.

(b) Except as set forth in this Item 3(b), to the knowledge of the Company,
as of the date hereof, there are no material contracts, agreements or
understandings and actual or potential conflicts of interest between the
Company or its affiliates and (i) its executive officers, directors or
affiliates, or (ii) Parent, Purchaser or their respective executive officers,
directors or affiliates.

AGREEMENTS WITH EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

The Company has entered into certain agreements and contracts with its
executive officers, directors and affiliates, as described in the Information
Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and
Rule 14f-1 thereunder (the "Information Statement"), which is attached to this
Statement as Annex B and is incorporated herein by reference. A copy of the
Information Statement has been filed as Exhibit 9 to this Statement.

The shareholders of the Company should be aware that certain members of the
Company's management and certain members of the Board of Directors of the
Company have certain interests in the Merger that are in addition to the
interests of shareholders of the Company generally.

EMPLOYMENT AGREEMENTS

The Merger will result in a change in control of the Company for purposes of
employment agreements entered into by the Company with eight executive
officers of the Company (the "Employment Agreements"). The Employment
Agreements are described more fully in the Information Statement. As a result
of the change in control, under the Employment Agreements such executives will
continue their employment with the Company in their present positions for a
period of approximately three years following the date of the change in
control. During the term of employment, each executive will be entitled to
receive a base salary and to continue to participate in incentive and employee
benefit plans at levels no less favorable to him or her than existed prior to
the change in control. In the event that the Company terminates an executive's
employment during the employment term, or the executive terminates his or her
employment under circumstances amounting to good reason under the Employment
Agreement, the executive will be entitled to receive a lump sum payment,
subject to an overall limitation which assures that payments will not
constitute "excess parachute payments" under federal income tax law.

If the eight executive officers were terminated following the change in
control of the Company, such executives would receive aggregate payments
pursuant to the Employment Agreements equal to approximately $7,800,000. Of
that total, Mr. James L. Kirk would receive approximately $1,850,000, Mr.
Petrocelli would receive approximately $1,050,000, Mr. Szomjassy would receive
approximately $1,150,000, Mr. Strawbridge would receive approximately
$1,000,000 and Mr. Blackwell would receive approximately $960,000 and in each
case plus payment for certain benefits if such benefits are terminated. Such
payments may be limited by the overall limitation which assures that payments
will not constitute "excess parachute payments" under federal income tax law.

The Company entered into an employment agreement with Joseph R. Kirk in
August of 1996, for a term of five years. As a result of the change in control
of the Company, Mr. Kirk's employment will terminate and he will be entitled
to receive a lump sum payment equal to the sum of $250,000 for the first year
and $25,000 less for each additional year remaining in the employment term.

Prior to the date of the Merger, the Company will enter into an agreement
with an officer of the Company (which may be characterized as either a
severance agreement or a retention agreement) which will provide for a
severance payment of not more than one-year's base salary during the one-year
period following the change in control of the Company.

RESTRICTED STOCK AWARDS

The Company has entered into restricted stock agreements ("Restricted Stock
Agreements") with five executive officers of the Company, including Mr. James
L. Kirk, Mr. Petrocelli, Mr. Szomjassy and Mr. Blackwell, pursuant to the
Company's Incentive Stock Plan. The Incentive Stock Plan is described more
fully in the Information Statement. In connection with the Merger, the Company
has amended the Restricted Stock Agreements to provide that each executive's
restricted stock award will vest prior to the commencement of the Offer.
Absent such action by the Company, such restricted stock awards would have
vested upon the filing of the Schedule 14D-1 in respect of the Offer.

STOCK OPTION AWARDS

In connection with the Merger, the holders of Company stock options under
the Company's 1986 Stock Option Plan and the Nonqualified Stock Option Plan
for Directors, including the executive officers of the Company and
participating Directors, will be entitled to elect to receive a cash payment
in return for the cancellation of their options. The cash payment for each
Company option would equal the difference between $11.50 and the exercise
price of such option, multiplied by the number of Shares subject to such
option. Such payments will be made prior to the date of the Merger. If each
executive officer of the Company who is not also a Director elects to receive
the cash payment, the Company will make aggregate payments equal to
approximately $2,658,672. Of that total, Mr. Petrocelli would receive
approximately $573,403; Mr. Szomjassy would receive approximately $682,109;
Mr. Strawbridge would receive approximately $399,897 and Mr. Blackwell would
receive approximately $441,912.

If each non-executive Director elects to receive the cash payment in lieu of
his options, the Company would make an aggregate payment to such Directors in
the amount of $543,125. Mr. Joseph R. Kirk would be entitled to receive
approximately $493,750 in the event that he elects to receive the cash payment
in lieu of his options. Mr. James L. Kirk would be entitled to receive
approximately $1,169,622 in the event that he elects to receive the cash
payment in lieu of his options.

DEFERRED COMPENSATION PLANS

The Company maintains the Retirement and Incentive Compensation Plan (the
"RICP"), the terms of which are more fully described in the Information
Statement. The Merger will result in a change in control of the Company for
purposes of the RICP. Upon the change in control, all Matching Contributions,
Interest and Dividends (as defined in the RICP) will fully vest and
participants in the RICP, including the executive officers of the Company,
will be paid the value of their RICP accounts. As of December 31, 1997, the
aggregate value of the unvested portion of the Matching Contribution accounts
of the executive officers of the Company was $358,783.

COMPANY AIRCRAFT

In November 1997, the Company entered into an agreement to purchase a new
aircraft for use in the Company's business. In connection with such agreement,
the Company deposited the sum of $100,000 with the seller of such aircraft.
Following discussions with Parent, the Company has determined not to complete
the purchase of the aircraft. James L. Kirk has proposed that an entity in
which he has a personal interest assume the Company's obligations under the
foregoing purchase agreement and reimburse the Company in the amount of the
deposit made.

THE MERGER AGREEMENT

The following summary of certain provisions of the Merger Agreement is
presented only as a summary and is qualified in its entirety by reference to
the Merger Agreement, a copy of which is filed as Exhibit 3 to this Statement
and is incorporated herein by reference.

THE OFFER

The Merger Agreement provides for the making of the Offer. Pursuant to the
Offer, each tendering shareholder will receive $11.50, net to the tendering
shareholder in cash for each share tendered in the Offer. If more than
13,933,000 Shares are validly tendered prior to the expiration date of the
Offer (the "Expiration Date") and not withdrawn, Purchaser will, upon the
terms and subject to the conditions of the Offer, accept 13,933,000 Shares for
payment on a pro rata basis, with adjustments to avoid purchases of fractional
Shares, based upon the number of Shares validly tendered prior to the
Expiration Date and not withdrawn by each tendering shareholder. The Schedule
14D-1 states that because of the difficulty of determining precisely the
number of Shares validly tendered and not withdrawn, if proration is required,
Purchaser would not expect to announce the final results of the proration
until at least seven New York Stock Exchange, Inc. ("NYSE") trading days after
the Expiration Date.

Purchaser's obligation to accept for payment or pay for Shares is subject to
the satisfaction of the conditions that are described in Section 15 of the
Offer to Purchase contained in the Schedule 14D-1. The Schedule 14D-1 states
that Purchaser reserves the right to increase the price per Share payable in
the Offer or to make any other changes in the terms and conditions of the
Offer. Pursuant to the Merger Agreement, however, unless previously approved
by the Company's Board in writing, Purchaser may not decrease the price per
Share or change the form of consideration payable in the Offer, decrease the
number of Shares sought pursuant to the Offer, change the conditions to the
Offer, impose additional conditions of the Offer or amend any other term of
the Offer in any manner adverse to holders of Shares or extend the Offer if
all of the conditions to the Offer are satisfied or waived, or waive the
condition set forth in paragraph (f) of Section 15 of the Offer to Purchase.
The Merger Agreement provides that so long as the Merger Agreement is in
effect and the conditions to the Offer have not been satisfied or waived, at
the request of the Company from time to time, Purchaser shall extend the Offer
for a period not to exceed 10 business days after the previously scheduled
expiration date of the Offer; provided, however, in no event shall Parent be
obligated to extend the Offer beyond March 31, 1998.

THE MERGER

As soon as practicable after the satisfaction or waiver of the conditions to
the Merger, Purchaser will be merged with and into the Company, as a result of
which the separate corporate existence of Purchaser will cease and the Company
will continue as the surviving corporation. The Effective Time will occur at
the date and time that a certificate of merger is executed and filed with the
Secretary of State of the State of Ohio. The Company shall thereupon become a
wholly owned subsidiary of Parent.

Consideration to Be Paid in the Merger. At the effective time of the Merger,
each issued and outstanding Share (other than Excluded Shares) will be
converted into the right to receive (i) 1.394 (the "Exchange Ratio") fully
paid and nonassessable shares of the Parent Common Stock; provided, however,
that if the aggregate number of Shares accepted for payment and paid for
pursuant to the Offer and purchased from WMX pursuant to the Repurchase
Agreement is less than the Cash Share Number, then the Exchange Ratio shall be
adjusted to be equal to the product obtained by multiplying the Exchange Ratio
by a fraction, (A) the numerator of which is equal to (x) the Final
Outstanding Number, plus (y) the Purchased Share Number minus (z) the Cash
Share Number and (B) the denominator of which is the Final Outstanding Number
and (ii) if the Exchange Ratio has been adjusted pursuant to the immediately
preceding proviso, an amount in cash equal to a fraction, (A) the numerator of
which is the product of $11.50 and the amount by which the Cash Share Number
exceeds the Purchased Share Number and (B) the denominator of which is the
Final Outstanding Number.

EMPLOYEE AND DIRECTOR STOCK OPTIONS

Pursuant to the Merger Agreement, each holder of an option to purchase a
Share under the Stock Plans (each, a "Company Option") granted under the
Company's 1986 Stock Option Plan, Director's Deferred Fee Plan, Incentive
Stock Plan and Nonqualified Stock Option Plan for Directors (collectively, the
"Stock Plans") is

required to elect the treatment of their Company Options under the provisions
of the Merger Agreement. Company Option holders may elect that, at the
Effective Time, each Company Option, whether vested or unvested, exercisable or
unexercisable, shall be converted into the right to receive cash consideration
equal to the product of (x) (1) the excess of $11.50 over (2) the then current
exercise price per Share subject to such Company Option and (y) the number of
Shares subject to such Company Option, payable to the holder of such Company
Option at any time prior to the Effective Time; provided, that the Company
shall be entitled to withhold from such cash payment any amounts required to be
withheld by applicable law. Each Company Option to which this paragraph applies
will be cancelled and will cease to exist by virtue of such payment.

Alternatively, Company Option holders may elect that, at the Effective Time,
each Company Option, whether vested or unvested, exercisable or unexercisable,
be deemed to constitute an option to acquire, on the same terms and conditions
as were applicable under such Company Option, a number of shares of Parent
Common Stock equivalent to the number of Shares that could have been purchased
immediately prior to the effective time of the Merger under such Company Option
multiplied by the Exchange Ratio (without regard to any adjustment thereof and
rounded up to the nearest whole number of shares of Parent Common Stock), at a
price per share of Parent Common Stock (rounded up to the nearest whole cent)
equal to (y) the aggregate exercise price for the Shares otherwise purchasable
pursuant to such Company Option divided by (z) the Exchange Ratio without
regard to any adjustment thereof.

CONDUCT OF BUSINESS AND BOARD REPRESENTATION

The Company. The Company has agreed that, prior to the date on which
representatives of the Purchaser are elected to the Company's Board of
Directors and represent at least a majority of such directors (unless Parent
shall otherwise approve in writing, which approval shall not be unreasonably
withheld or delayed, and except as otherwise expressly contemplated by the
Merger Agreement), (i) the business of the Company and its subsidiaries will be
conducted in the ordinary and usual course consistent with past practice, (ii)
the Company and its subsidiaries shall use all reasonable best efforts to
preserve their business organization intact and maintain their existing
relations and goodwill with customers, suppliers, distributors, creditors,
lessors, employees and business associates, (iii) the Company will not, among
other things, (a) issue, sell, pledge, dispose of or encumber any capital stock
in any of its subsidiaries, (b) amend its or its subsidiaries' certificate of
incorporation or regulations, (c) split, combine or reclassify the outstanding
capital stock of the Company or its subsidiaries, (d) declare, set aside or pay
any dividend payable in cash, stock or property in respect of any capital stock
other than dividends from its direct or indirect wholly owned subsidiaries, or
(e) amend the terms of, repurchase, redeem or otherwise acquire, or permit any
of its subsidiaries to purchase or otherwise acquire, except in connection with
the Stock Plans or the Repurchase Agreement, any shares of its capital stock or
any securities convertible into or exchangeable or exercisable for any share or
its capital stock and (iv) neither the Company nor any of its subsidiaries will
(a) issue, sell, pledge, dispose of or encumber any shares of, or securities
convertible into or exchangeable or exercisable for, or options, warrants,
calls, commitments or rights of any kind to acquire, any shares of its capital
stock of any class of any voting debt or any other property or assets (other
than Shares issuable pursuant to Company Options outstanding on the date hereof
under the Stock Plans or upon conversion of outstanding debentures or exercise
of the warrants, (b) other than in the ordinary and usual course of business
consistent with past practice, transfer, lease, license, guarantee, sell,
mortgage, pledge, dispose of or encumber any other property or assets
(including capital stock of any of its subsidiaries) or incur or modify any
indebtedness or other liability in excess of $1,000,000, (c) make any loans or
advances to any person, except to employees in the ordinary course of business
consistent with past practice, (d) make or authorize or commit to any capital
expenditures other than in the ordinary and usual course of business consistent
with past practice or in amounts less than $200,000 individually and $1,000,000
in the aggregate or, by any means, make any acquisition of, or investment in,
assets or stock of any other Person or entity, (e) increase the salary, wage,
bonus or other compensation of any employees except increases occurring in the
ordinary and usual course of business consistent with past practice (which
shall include normal periodic performance reviews and related compensation and
benefit increases), (f) enter into new employment agreements or severance
agreement with any director, officer or other employee of the Company or its
subsidiaries except for agreements with certain employees and for renewal of
any existing agreement by operation of its terms in the ordinary and usual
course of business

consistent with past practice, (g) terminate, establish, adopt, enter into,
make any new grants or awards under or amend or otherwise modify any
compensation or benefit plan, (h) change any accounting principles or practices
or cash policies or procedures, other than as required by the GAAP,
(i) compromise or settle any material claims or litigation, except for
settlements or compromises made in the ordinary course of business consistent
with past practice involving payments by the Company or any of its Subsidiaries
not in excess of $200,000 individually or $1,000,000 in the aggregate, or,
except in the ordinary and usual course of business consistent with past
practice, modify, amend or terminate any of its material Contracts or waive,
release or assign any material rights or claims, (j) make a tax election or
agree to an extension of a statute of limitations for any assessments of
federal income tax or material state corporate income or franchise tax or
permit any insurance policy naming it as a beneficiary or loss-payable payee to
be cancelled or terminated except in the ordinary and usual course of business,
(k) take any action that would be reasonably likely to diminish the value to
the Company of the net operating losses set forth in the September 30, 1997
financial statements included in the Company Reports, except for the
consummation of the Transactions, (l) take any action that would be reasonably
likely to impede or delay the Offer or the Merger or adversely affect the
parties' ability to consummate the Offer or the Merger or (m) enter into any
contract, agreement, commitment or arrangement with respect to any of the
foregoing.

Parent. Parent has agreed that as to itself and its subsidiaries, prior to
the Effective Time (unless the Company shall otherwise approve in writing,
which approval shall not be unreasonably withheld or delayed, and except as
otherwise expressly contemplated by the Merger Agreement), (i) the business of
the Parent and its subsidiaries will be conducted in the ordinary and usual
course consistent with past practice, (ii) it and its subsidiaries shall use
all reasonable best efforts to preserve its business organization intact and
maintain its existing relations and goodwill with customers, suppliers,
distributors, creditors, lessors, employees and business associates, (iii) it
will not (a) amend its charter documents, articles or those of its
subsidiaries, (b) split, combine or reclassify its outstanding shares of
capital stock or any of its subsidiaries, or (c) declare, set aside or pay any
dividend payable in cash, stock or property in respect of any capital stock
other than dividends from its direct or indirect wholly owned subsidiaries and
other than regular quarterly cash or "payment in kind" dividends on the Parent
Preferred Shares, (iv) neither the Parent nor any of its subsidiaries will take
any action that would be reasonably likely to impede or delay the Offer or the
Merger or adversely affect the parties' ability to consummate the Offer or the
Merger, and (v) neither Parent nor any of its subsidiaries will authorize or
enter into an agreement to do any of the foregoing.

INDEMNIFICATION

Pursuant to the Merger Agreement, Parent will, from and after the Effective
Time, indemnify and hold harmless, to the fullest extent permitted under
applicable law (and Parent will also advance expenses as incurred to the
fullest extent permitted under applicable law, provided the person to whom
expenses are advanced provides an undertaking to repay such advances if it is
ultimately determined that such person is not entitled to indemnification),
each present and former director and officer of the Company and its
subsidiaries against any costs or expenses (including reasonable attorneys'
fees), judgments, fines, losses, claims, damages or liabilities incurred in
connection with any claim, action, suit, proceeding or investigation, whether
civil, criminal, administrative or investigative, arising out of or pertaining
to matters existing or occurring at or prior to the Effective Time, including
the transactions contemplated by the Merger Agreement, which is based or arises
out of the fact that such person is or was a director or officer of the Company
or any of its subsidiaries. In addition, for not less than six years after the
Effective Time, Parent and the Surviving Corporation shall maintain the
Company's and its subsidiaries' existing directors' and officers' liability
insurance ("D&O Insurance"), subject to certain maximum premium payments,
provided that Parent may substitute therefor policies maintained for the
benefit of Parent or any of its subsidiaries having at least the same coverage
and containing terms which are no less advantageous to the intended
beneficiaries thereof than the existing D&O Insurance with respect to matters
existing or occurring at or prior to the Effective Time.

CONDITIONS TO THE MERGER

Pursuant to the Merger Agreement, if Purchaser shall have purchased Shares
pursuant to the Offer, the respective obligations of Parent, Purchaser and the
Company to consummate the Merger shall be subject to the

fulfillment of each of the following conditions, any or all of which may be
waived in whole or in part by Parent, Purchaser or the Company, as the case
may be:

(a) No United States or state court or other government entity of
competent jurisdiction shall have enacted, issued, promulgated, enforced or
entered any statute, rule, regulation, judgment, decree, injunction
or other order (whether temporary, preliminary or permanent) which is in
effect and prohibits consummation of the Transactions;

(b) The Registration Statement shall have been declared effective by the
Commission under the Securities Act. No stop order suspending the
effectiveness of the Registration Statement shall have been issued by the
Commission and no proceedings for that purpose and no similar proceeding in
respect of the Proxy Statement shall have been initiated or threatened by
the Commission;

(c) The Merger Agreement and the Merger shall have been approved and
adopted by the holders of a majority of the Shares, and if required, the
issuance of the Parent Common Stock in the Merger shall have been approved
by the requisite vote of the stockholders of Parent; and

(d) The Parent Common Stock to be issued in connection with the
transactions contemplated by the Merger Agreement, upon exercise of the
Company Options assumed by Parent in connection with the Merger and the
Debentures have been approved for listing, subject to official notice of
issuance, on the NYSE.

If Purchaser shall not have purchased Shares pursuant to the Offer, the
respective obligations of Parent and Purchaser to consummate the Merger shall
be subject to the fulfillment of each of the conditions described in
paragraphs (a) through (d) above and the following conditions, any or all of
which may be waived in whole or in part by Parent or Purchaser, as the case
may be:

(e) The representations and warranties of the Company set forth in the
Merger Agreement shall have been true and complete in all material respects
when made and as of the Effective Time, and Parent shall have received a
certificate of the Chief Executive Officer and Chief Financial Officer of
the Company to such effect;

(f) The Company shall have performed in all material respects all
obligations to be performed by it under the Merger Agreement at or prior to
the Effective Time, and Parent shall have received a certificate of the
Chief Executive Officer and Chief Financial Officer of the Company to such
effect; and

(g) The waiting period applicable to the consummation of the Merger under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act") shall have expired or terminated.

If Purchaser shall not have purchased Shares pursuant to the Offer, the
obligations of the Company to consummate the Merger shall be subject to the
fulfillment of each of the conditions set forth in paragraphs (a) through (d)
above and the following conditions, any or all of which may be waived in whole
or in part by the Company:

(h) The representations and warranties of Parent set forth in the Merger
Agreement shall have been true and complete in all material respects when
made and as of the Effective Time, and the Company shall have received a
certificate of the Chief Executive Officer and Chief Financial Officer of
Parent to such effect;

(i) Parent and Purchaser shall have performed in all material respects
all obligations to be performed by them under the Merger Agreement at or
prior to the Effective Time, and the Company shall have received a
certificate of the Chief Executive Officer and Chief Financial Officer of
Parent to such effect; and

(j) The waiting period applicable to the consummation of the Merger under
the HSR Act shall have expired or terminated.

ACQUISITION PROPOSALS

Pursuant to the Merger Agreement, the Company has agreed that neither it nor
any of its subsidiaries nor any officer, director or employee of the Company
or its subsidiaries will, and that it will direct and use its best

efforts to cause its and its subsidiaries' agents and representatives
(including any investment banker, attorney or accountant retained by it or any
of its subsidiaries) not to, directly or indirectly through another person or
entity, initiate, solicit, encourage or otherwise facilitate any inquiries or
the making of any proposal or offer with respect to a merger, reorganization,
share exchange, consolidation or similar transaction involving, or any
purchase of all or any significant portion of the assets or any equity
securities of, the Company or any of its subsidiaries (any such proposal or
offer being hereinafter referred to as an "Acquisition Proposal"). The Company
has further agreed that neither it nor any of its subsidiaries nor any of
their respective officers, directors, or employees will, and that it will
direct and use its best efforts to cause its and its subsidiaries' agents and
representatives (including any investment banker, attorney or accountant
retained by it or any of its subsidiaries) not to, directly or indirectly
through another person or entity, engage or participate in any negotiations
concerning, or provide any confidential information or data to, or have any
discussions with, any person relating to an Acquisition Proposal, or otherwise
facilitate any effort or attempt to make or implement an Acquisition Proposal;
provided, however, that nothing contained in the Merger Agreement prevents
either the Company or the Company's Board at any time prior to the purchase of
Shares pursuant to the Offer from (A) complying with Rule 14e-2 promulgated
under the Exchange Act with regard to an Acquisition Proposal, (B) providing
information in response to a request therefor by a person who has made an
unsolicited bona fide written Acquisition Proposal if the Company's Board
receives from the person or entity so requesting such information an executed
confidentiality agreement on terms substantially similar to those set forth in
the Confidentiality Agreement, (C) engaging in any negotiations or discussions
with any person or entity who has made an unsolicited bona fide written
Acquisition Proposal, or (D) recommending such an Acquisition Proposal to the
shareholders of the Company, as the case may be, if and only to the extent
that, in each such case referred to in clause (B), (C) or (D) above, the
Company's Board (x) determines in good faith, taking into consideration the
advice of outside legal counsel, that such action is likely to be required in
order for its members to comply with their fiduciary duties under applicable
law and (y) determines in good faith, after consultation with its financial
advisor, that such Acquisition Proposal is reasonably likely to be
consummated, taking into account all legal, financial and regulatory aspects
of the proposal and the person making the proposal and would, if consummated,
result in a transaction more favorable to the Company's shareholders from a
financial point of view than the transaction contemplated by the Merger
Agreement (any such Acquisition Proposal being referred to herein as a
"Superior Proposal"). The Company has agreed to notify Parent as promptly as
reasonably practicable (and in any event not later than one business day after
an inquiry or proposal is made) if any such inquiries or proposals (including
the identity of the party making such inquiry or proposal and the terms
thereof) are received by, any such information is requested from, or any such
negotiations or discussions are sought to be initiated or continued with, the
Company or such representatives.

TERMINATION OF THE MERGER AGREEMENT.

The Merger Agreement may be terminated at any time prior to the expiration
or termination of the Offer, whether before or after shareholder approval
thereof, (i) by the mutual consent of Parent and the Company by action of
their respective Board of Directors, (ii) by either Parent or the Company
after June 15, 1998 if prior thereto Purchaser shall not have purchased Shares
pursuant to the Offer or the Effective Time shall not have occurred; provided,
the party seeking termination is not in violation of the terms of the Merger
Agreement, (iii) by Parent, if (A) the Company shall have failed to comply in
any material respect with any of the covenants or agreements contained in the
Merger Agreement to be complied with or performed by the Company at or prior
to the expiration or termination of the Offer, (B) the Company's Board shall
have withdrawn or modified in a manner adverse to Parent or Purchaser its
approval or recommendation of the Offer, the Merger Agreement or the Merger or
the Company's Board, upon request by Parent, fails to reaffirm such approval
or recommendation, or (C) Parent or Purchaser shall have terminated the Offer
in accordance with the condition to the obligations of Parent and Purchaser
that the representations and warranties of the Company set forth in the Merger
Agreement shall have been true and complete in all material respects when made
and as of the Effective Time, and Parent shall have received a certificate of
the Chief Executive Officer and Chief Financial Officer of the Company to such
effect, or (iv) by the Company, if prior to the expiration or termination of
the Offer (x) Parent or Purchaser

fails to comply in any material respect with any of the covenants or
agreements contained in the Merger Agreement to be complied with or performed
by Parent or Purchaser at or prior to the expiration or termination of the
Offer, (y) any representation or warranty of Parent or Purchaser set forth in
the Merger Agreement is inaccurate or incomplete in any material respect when
made or thereafter and remains inaccurate or incomplete in any material
respect, or (z) there occurs an event that has or is reasonably likely to have
a Parent Material Adverse Effect, or (B) the Company's Board receives an
Acquisition Proposal or an unsolicited tender or exchange offer for the Shares
is commenced, the Company's Board determines in good faith, taking into
consideration the advice of outside legal counsel, that approval, acceptance
or recommendation of such transaction is likely to be required in order for
the members of the Company's Board to comply with their fiduciary duties under
applicable law, and the Company determines in good faith, after consultation
with its financial advisor, that such transaction is a Superior Proposal, and
pays the Parent the $15,000,000 fee described below; provided that no fee
shall be paid to Parent if Parent has materially breached any of its
obligations under the Merger Agreement.

Pursuant to the Merger Agreement, if (i) after the date of the Merger
Agreement, (x) any corporation, partnership, person, other entity or group (as
defined in Section 13(d)(3) of the Exchange Act) other than Parent or
Purchaser or any of their respective subsidiaries or affiliates (collectively,
a "13(d)(3) Person") shall have become the beneficial owner of a majority or
more of the outstanding Shares or any 13(d)(3) Person shall have commenced, or
shall have publicly announced an intention to commence, a bona fide tender
offer or exchange offer for one third or more of the outstanding Shares, (y)
the Share Number shall not have been satisfied and the Offer is terminated
without the purchase of any Shares thereunder, and (z) within one year
following such termination, the Company shall have entered into an agreement
with respect to an Acquisition Proposal with any person or other entity other
than Parent or any person or other entity becomes the beneficial owner of a
majority or more of the outstanding Shares, in either case at a price per
Share of $11.50 or more, (ii) Parent shall have terminated the Merger
Agreement due to the withdrawal or modification, in a manner adverse to Parent
or Purchaser, of the approval or recommendation of the Offer by the Company's
Board, or (iii) the Company shall have terminated the Merger Agreement as a
result of an Acquisition Proposal, then, the Company shall promptly, but in no
event later than two days after the date of such agreement or the effective
time of such termination as the case may be, pay Parent a fee of $15,000,000;
provided that such fee shall be paid to Parent if Parent has materially
breached any of its obligations under the Merger Agreement.

BOARD REPRESENTATION

The Merger Agreement provides that if requested by Parent, the Company will,
promptly following the purchase by Purchaser of Shares pursuant to the Offer,
take all actions necessary to cause persons designated by Parent to become
directors of the Company so that the total number of such persons equals not
less than the product of the total number of directors on the Board (giving
effect to the directors elected in accordance with this sentence) multiplied
by the percentage that the aggregate number of Shares beneficially owned by
Parent, Purchaser or any other direct or indirect Subsidiary of Parent bears
to the total number of Shares then issued and outstanding rounded up to the
next greatest nearest whole number. The Merger Agreement provides that the
Company will increase the size of its Board of Directors or use its reasonable
best efforts to secure the resignation of directors, or both, as is necessary
to permit Parent's designees to be elected to the Company's Board of
Directors; provided that at all times prior to the effective time of the
Merger, the Company's Board of Directors shall consist of at least two members
who are neither officers, shareholders, designees nor affiliates of Parent,
Purchaser or any other direct or indirect Subsidiary of Parent ("Parent
Representatives"). The Merger Agreement provides that the Company, if so
requested, will use its reasonable best efforts to cause persons designated by
Parent to constitute the same percentage of each committee of the Company's
Board of Directors, each board of directors of each subsidiary of the Company
and each committee of each such board (in each case to the extent of the
Company's ability to elect such persons).

The Merger Agreement provides that, promptly after the Effective Time of the
Merger, Parent will increase the size of its Board of Directors or exercise
its reasonable best efforts to secure the resignation of present

directors in order to cause Herbert A. Getz and Richard W. Pogue (the
"Nominees"), to be appointed to Parent's Board of Directors and that, subject
to fiduciary obligations under applicable law, Parent will use its reasonable
best efforts to cause the Nominees to be elected (or remain in office) as
directors of Parent (divided as evenly as is possible among classes of
directors) at the first annual meeting of stockholders of Parent with a proxy
mailing date after the Effective Time.

REPRESENTATIONS AND WARRANTIES

The Merger Agreement contains various representations and warranties of the
parties thereto. These include representations and warranties of the Company,
Purchaser and Parent with respect to corporate existence and power,
capitalization, subsidiaries, corporate authorization relative to the Merger
Agreement, governmental consents and approvals, Commission reports, financial
statements, absence of certain changes or events, litigation and liabilities,
employee benefits, compliance with laws, environmental laws, taxes, labor
matters, documents relating to the Offer and the Merger and other matters. No
representations or warranties made by the Company, Parent or Purchaser will
survive beyond the effective time of the Merger, and no covenants or agreements
made in the Merger Agreement will survive beyond the effective time of the
Merger, except for covenants relating to indemnification, employee benefits and
certain other matters. Certain of the representations and warranties set forth
in the Merger Agreement will not be breached unless the matter constituting the
breach would have, or be reasonably likely to have, a material adverse effect
on the financial condition, properties, business or results of operations of
the Company and its subsidiaries taken as a whole (a "Company Material Adverse
Effect") or Parent and its subsidiaries taken as a whole (a "Parent Material
Adverse Effect"); provided, however, that to the extent that any such effect
results directly from the public announcement of the transactions contemplated
by the Merger Agreement or actions taken by Parent or its subsidiaries after
the date of the Merger Agreement, such effect shall not be considered when
determining if a Company Material Adverse Effect has occurred and provided,
further, that to the extent that any such effect results directly from the
public announcement of the transactions contemplated by the Merger Agreement or
actions taken by the Company or its subsidiaries after the date of the Merger
Agreement, such effect shall not be considered when determining if a Parent
Material Adverse Effect has occurred.

MISCELLANEOUS

Amendment and Waiver. The Merger Agreement can only be amended by a written
agreement executed by duly authorized officers of the respective parties.

Expenses. Whether or not the Merger is consummated, all costs and expenses
incurred in connection with the negotiation, execution and delivery of the
Merger Agreement, the Merger and the other transactions contemplated by the
Merger Agreement, including the Offer, shall be paid by the party incurring
such expense, except that expenses incurred in connection with the filing fee
for certain documents and the printing and mailing of certain documents shall
be borne by the Parent.

THE REPURCHASE AGREEMENT

In connection with the Merger Agreement, the Company, Parent, WMX and Rust
entered into the Repurchase Agreement, pursuant to which the Company will
repurchase from WMX 5,235,381 Shares for $11.50 per Share concurrently with the
payment to the Depositary of the aggregate purchase price for all Shares
purchased in the Offer. In addition, pursuant to the Repurchase Agreement, WMX
has agreed not to tender more than 2,142,141 shares into the Offer. The effect
of the Repurchase will be to increase the aggregate number of Shares acquired
for cash, make it possible for the consideration paid in the Merger to consist
solely of shares of Parent Common Stock, and result in WMX receiving cash and
Parent Common Stock in the same proportion as other shareholders of the
Company, assuming that all outstanding Shares (other than 7,525,380 Shares held
by WMX) are tendered in the Offer. Consummation of the Repurchase is subject to
the satisfaction or waiver of certain conditions, including (i) the payment by
Purchaser for Shares pursuant to the Offer concurrently with the Repurchase,
and (ii) the absence of any statutes, rules, regulations, judgments, decrees,
injunctions or other

orders prohibiting consummation of the Transactions or the transactions
contemplated by the Repurchase Agreement.

Pursuant to the Repurchase Agreement, WMX has agreed, among other things, (i)
to vote all Shares held by it (A) in favor of the adoption of the Merger
Agreement and in favor of the consummation of the Transactions, (B) against any
action or agreement that would compete with, impede, interfere with or inhibit
the timely consummation of the Transactions, (C) against any action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation of the Company under the Merger Agreement, and
(D) against any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of the
Company or its subsidiaries, except the Transactions, (ii) to deliver to Parent
an irrevocable proxy to vote the Shares held by WMX in a manner consistent with
clause (i) of this paragraph, (iii) not to take certain actions, or encourage
or assist any other party in taking any action, which would compete with,
impede, interfere with or attempt to discourage the Transactions or inhibit
timely consummation of the Transactions, and (iv) not to transfer or otherwise
dispose of Shares or warrants to purchase Shares held by WMX during the term of
the Repurchase Agreement, except in accordance therewith. In addition, pursuant
to the Repurchase Agreement, the Company and WMX have agreed (w) to make
certain amendments to the Standstill and Non-Competition Agreement among the
Company, WMX and Rust which will, as of the consummation of the Repurchase,
terminate WMX's agreement not to compete with, or acquire any interest in any
entity that competes with the Company in certain businesses, (x) to terminate
the warrants to purchase Shares held by WMX, (y) to provide for the termination
of WMX's guaranty of the indebtedness incurred pursuant to the Company's
revolving credit agreement, and (z) terminate various agreements and
arrangements to which WMX and the Company are parties. The Repurchase Agreement
will terminate automatically upon the termination of the Merger Agreement, and
may be terminated (p) by the Company, if WMX shall have failed to comply with
any of its covenants or agreements contained in the Repurchase Agreement, or
(q) by WMX, if the Company shall have failed to comply with any of its
covenants or agreements contained in the Repurchase Agreement. A copy of the
Repurchase Agreement has been filed as Exhibit 4 to this Statement and is
incorporated herein by reference.

THE COMPANY VOTING AGREEMENT

In connection with the Merger Agreement, Parent, the Company and the Company
Shareholders (which hold approximately 23% of the outstanding Shares) entered
into the Company Voting Agreement, pursuant to which the Company Shareholders
have agreed, among other things, (i) to vote all Shares held by them (A) in
favor of the adoption of the Merger Agreement and in favor of consummation of
the Transactions, (B) in favor of each of the Parent Representatives, (C)
against any action or agreement that would compete with, impede, interfere
with, attempt to discourage the Transactions or inhibit the timely consummation
of the Transactions, (D) against any action or agreement that would result in a
breach of any covenant, representation or warranty or any other obligation of
the Company under the Merger Agreement, and (E) against any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of the Company or its
subsidiaries that could compete with, impede, interfere with or attempt to
discourage the Transactions or inhibit the timely consummation of the
Transactions, (ii) to deliver to Parent an irrevocable proxy to vote the Shares
held by the Company Shareholders in a manner consistent with clause (i) of this
paragraph, (iii) not to take certain actions, or encourage or assist any other
party in taking any action, which would compete with, impede, interfere with or
attempt to discourage the Transactions or inhibit timely consummation of the
Transactions, and (iv) not to transfer or otherwise dispose of Shares held by
the Company Shareholders during the term of the Company Voting Agreement,
except for tenders into the Offer and except in accordance therewith. The
Company Voting Agreement will terminate automatically upon the termination of
the Merger Agreement or upon the Effective Time, but is not otherwise
terminable. A copy of the Company Voting Agreement has been filed as Exhibit 5
to this Statement and is incorporated herein by reference.

THE PARENT VOTING AGREEMENT

In connection with the Merger Agreement, Parent, the Company and the Parent
Stockholders (which are entitled to cast approximately 38% of the votes
entitled to be cast at the meeting of Parent Stockholders contemplated by the
Merger Agreement) entered into the Parent Voting Agreement, pursuant to which
the Parent Stockholders have agreed, among other things, (i) to vote all shares
of Parent Preferred Stock held by them (A) in favor of consummation of the
Transactions and the issuance of shares of Parent Common Stock in connection
with the Merger, (B) against any action or agreement that would compete with,
impede, interfere with or attempt to discourage the Transactions or inhibit the
timely consummation of the Transactions, (C) against any action or agreement
that would result in a breach of any covenant, representation or warranty or
any other obligation of Parent or Purchaser under the Merger Agreement, and
(D) against any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
Parent, Purchaser or their respective subsidiaries that could compete with,
impede, interfere with or attempt to discourage the Transactions or inhibit the
timely consummation of the Transactions, (ii) to deliver to the Company an
irrevocable proxy to vote the shares of Parent Preferred Stock held by the
Parent Stockholders in a manner consistent with clause (i) of this paragraph,
(iii) not to take certain actions, or encourage or assist any other party in
taking any action, which would compete with, impede, interfere with or attempt
to discourage the Transactions or inhibit timely consummation of the
Transactions, and (iv) not to transfer or otherwise dispose of shares of Parent
Preferred Stock held by the Parent Stockholders during the term of the Parent
Voting Agreement, except in accordance therewith. The Parent Voting Agreement
will terminate automatically upon the termination of the Merger Agreement or
upon the Effective Time, but is not otherwise terminable. A copy of the Parent
Voting Agreement has been filed as Exhibit 6 to this Statement and is
incorporated herein by reference.

THE OPTION TERMINATION AGREEMENT

Pursuant to a letter agreement, dated January 15, 1998 (the "Option
Termination Agreement"), between the Company and H. Wayne Huizenga, who holds
an option to purchase up to 620,000 Shares at an exercise price of $10.00 per
Share and an option to purchase up to 380,000 Shares at an exercise price of
$12.00 per Share, such options will be terminated on the earliest to occur of
(i) the acceptance by Purchaser of Shares for payment in the Offer, or (ii) the
Effective Time, in exchange for the payment by the Company to Mr. Huizenga of
$1,500,000. A copy of the Option Termination Agreement has been filed as
Exhibit 7 to this Statement and is incorporated by reference.

THE CONFIDENTIALITY AGREEMENT

Pursuant to a letter agreement, dated September 25, 1997 (the
"Confidentiality Agreement"), the Company and Parent agreed to disclose to each
other certain non-public or confidential information in order to evaluate a
possible combination of the two companies. A copy of the Confidentiality
Agreement has been filed as Exhibit 8 to this Statement and is incorporated
herein by reference.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(A) RECOMMENDATION OF THE BOARD OF DIRECTORS.

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE OFFER AND
THE MERGER AND DETERMINED THAT THE TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT, INCLUDING WITHOUT LIMITATION THE OFFER AND THE MERGER, ARE FAIR TO,
AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS SHAREHOLDERS. ACCORDINGLY,
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S
SHAREHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES.

The Offer is scheduled to expire at 9:00 a.m., New York City time, on
February 17, 1998, unless Parent extends the period of time for which the Offer
is open. A copy of a letter to the Company's shareholders

communicating the Board's recommendation have been filed as Exhibit 2 to this
Statement, respectively, and are incorporated herein by reference.

(B) BACKGROUND OF THE OFFER; REASONS FOR THE RECOMMENDATION.

At a meeting in July 1997 with members of the management of Parent and WMX,
and representatives from Carlyle and Donaldson, Lufkin & Jenrette Securities
Corporation, Parent's financial advisor ("DLJ"), Parent expressed an interest
in WMX's various investments in the environmental consulting/engineering and
remediation industry. During the meeting, the participants discussed WMX
investment in approximately 38% of the outstanding Shares. Management of
Parent indicated they believed there would be significant cost savings created
in a combination of Parent and the Company and offered to explain more fully
the benefits of a combination to the Company's Board or to its management.

At a subsequent meeting in August 1997 with the same participants, the
management of Parent expressed an interest in pursuing a combination of Parent
and the Company in which Parent would issue stock in exchange for the
outstanding stock of the Company at existing market prices and described the
anticipated synergies that could be achieved as a result of such a
combination. The representatives of WMX agreed to convey Parent's interest in
pursuing a combination with the Company to the Company's management. In August
1997, a representative of WMX contacted DLJ and indicated that the Company's
Board of Directors might be interested in exploring further a potential
combination with several conditions: (i) the estimated synergies that Parent
had described would need to be evaluated, (ii) any transaction proposed would
need to offer a premium for the Company and have a significant cash component,
and (iii) all further discussions must be conducted through the Company's
management and its representatives.

During September 1997, the respective management teams of Parent and the
Company and representatives from Carlyle and DLJ had numerous discussions
regarding the likely synergies that could be created in a combination of
Parent and the Company. On September 25, 1997, the Company and Parent entered
into the Confidentiality Agreement.

At a meeting in October 1997, representatives of Parent and the Company met
to discuss the potential synergies created by a combination. Both managements
indicated that they believed significant synergies could be achieved and that
a combination should be explored.

During October 1997, representatives of DLJ and Union Bancaire Privee
International, Inc., the Company's financial advisors ("UBP"), had several
discussions regarding potential transaction structures and the valuation of
the Company. DLJ indicated to UBP that Parent would consider offering $10.50 a
share for the Company, with 50% of the consideration consisting of Parent
Common Stock and 50% of the consideration consisting of cash. UBP indicated
that the Company's Board would review Parent's indication of interest at its
regularly scheduled Board of Directors meeting on October 30, 1997. Following
the Board meeting, UBP indicated to DLJ that the Company's Board of Directors
considered any transaction of the level of Parent's interest to be inadequate
and that a greater premium and cash component would be required for the
Company to be interested in negotiating a transaction. After numerous
telephonic discussions and several meetings in November 1997 between
representatives of the Company, UBP, Parent, Carlyle and DLJ, Parent proposed,
subject to due diligence of the Company by Parent and its lenders and to
negotiation of and agreement upon a definitive merger agreement, that it would
be prepared to offer $8.00 in cash and, subject to being able to undertake
significant due diligence, 0.424 shares of Parent Common Stock for each share
of Company Common Stock, and Parent would allow the Company to distribute to
its shareholders its ownership in NSC Corporation ("NSC").

The Company agreed to move forward on the foregoing basis. On December 8,
1997, the Company and Parent began conducting due diligence sessions.
Participants in these sessions included representatives of the Company's and
Parent's management and financial, legal and accounting advisors as well as
representatives from Parent's proposed lending group. In December 1997, the
Company, Parent and Carlyle and their respective legal and financial advisors
began negotiating a definitive merger agreement.

On December 17, 1998, the Board of Directors of the Company met, at which
meeting the Company's management updated the Board concerning the discussions
with Parent and the Company's counsel and financial advisors advised the Board
concerning the proposed transaction.

On December 20, 1997, the Company's and Parent's counsel met to negotiate the
terms of the Merger Agreement. Discussions between the Company, Parent and
their respective counsel and financial advisors continued in late December 1997
and early January 1998.

At a Parent Board of Directors meeting on January 9, 1998, certain members of
Parent's management presented a comprehensive analysis of the proposed
transaction. The presentation included an overview of the Company, as well as a
description of various aspects of its operations, financial condition and
competitive position. Parent's Board of Directors also discussed the
anticipated synergies that might be realized from a combination with Parent,
consisting primarily of certain corporate and operational overhead reductions,
bid and proposal and marketing cost reductions and enhanced staff utilization.
During the January 9, 1998 Parent Board of Directors meeting, DLJ described the
valuation methodologies used in connection with its preliminary evaluation of
the fairness to Parent, from a financial point of view, of the consideration to
be paid by Parent for the Company. Parent's Board of Directors conducted a
review with counsel of the provisions of the proposed draft of the Merger
Agreement including the termination fee payable in the event the Merger
Agreement transactions are not consummated for reasons specified in the Merger
Agreement and the terms of the proposed financing for the transaction. Parent's
Board of Directors also received a report on the due diligence review conducted
with respect to the Company. Management was directed to continue negotiations
with the Company and with Parent's lender group to attempt to finalize the
terms of both the Merger Agreement and an acceptable financing commitment.

Negotiations of the terms of the Merger Agreement were concluded in a series
of meetings and telephone conversations held through January 15, 1998. The
principal issues negotiated in connection with the Merger Agreement included
the scope of the representations and warranties, the conditions to Purchaser's
obligation to complete the Offer, the circumstances under which a termination
fee would be payable to Parent and the amount thereof. Parent obtained a
financing commitment for the Offer on January 15, 1998.

At a meeting held on January 14, 1998, management presented a report on the
final negotiation of open issues and DLJ provided to the Board its opinion that
the consideration to be paid by Parent for the Company is fair to Parent, from
a financial point of view. Parent's Board of Directors then unanimously
approved the Merger Agreement and the transactions contemplated thereby,
including the Merger and the Offer.

On January 14, 1998, the Board of Directors of the Company met to consider
the results of the negotiation process and, after considering information
provided by the Company's management, counsel and financial advisors,
unanimously (i) approved the Offer and the Merger and determined that the
transactions contemplated by the Merger Agreement, including without limitation
the Offer and the Merger, are fair to, and in the best interests of, the
Company and its shareholders, and (ii) voted to enter into the Merger
Agreement, the Repurchase Agreement, the Company Voting Agreement, the Parent
Voting Agreement and the Option Termination Agreement, and to recommend that
shareholders accept the Offer and tender their Shares.

Following the approval of the Boards of Directors of the Company and Parent,
on January 15, 1998, the Company, Parent and Purchaser entered into the Merger
Agreement, and the Repurchase Agreement, the Company Voting Agreement, the
Parent Voting Agreement and the Option Termination Agreement were executed by
the parties thereto.

In determining to make the recommendation set forth in Item 4(a), the Board
considered a number of factors, including, without limitation, the following:

1. The financial and other terms and conditions of the Offer, the Merger
and the Merger Agreement including, without limitation, the fact that the
terms of the Merger Agreement (i) permit Company shareholders to receive
cash consideration approximately equal to the recent market price for the
Shares,

while obtaining significant equity interest in Parent in order to continue
to have an equity interest in an environmental and hazardous waste
remediation business, and (ii) should not unduly discourage other parties
from making bona fide proposals subsequent to signing the Merger Agreement
and, if a Superior Proposal were made, the Company, in the exercise of its
fiduciary duties in accordance with the Merger Agreement, could determine
to provide information to, engage in negotiations and, subject to payment
of the termination fee, enter into a transaction with another party.

2. The familiarity of the Board of Directors with the financial
condition, results of operations, competitive position, business and
prospects of the Company (as reflected in the Company's historical and
projected financial information), current economic and market conditions
and the nature of the industry in which it operates. In this regard, the
Company Board considered Company management's views with respect to the
benefits associated with increased size in the environmental and hazardous
waste business, the fact that the Company and Parent together would be
better able to compete with their larger competitors and the fact that
operating synergies expected to be achieved as a result of the Merger would
permit Parent and the Company to provide service under government contracts
at lower overhead costs.

3. The presentation of BT Alex. Brown at the January 14, 1998 meeting of
the Company's Board of Directors and the written opinion of BT Alex. Brown,
dated January 14, 1998, to the effect that, as of such date and based upon
and subject to certain matters in such opinion, the aggregate consideration
to be received by the holders of the Shares in the Offer, the Merger and
the NSC Distribution was fair, from a financial point of view, to such
holders. THE FULL TEXT OF BT ALEX. BROWN'S WRITTEN OPINION, WHICH SETS
FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS ON THE
REVIEW UNDERTAKEN BY BT ALEX. BROWN IN CONNECTION WITH SUCH OPINION, IS
ATTACHED AS ANNEX A TO THIS STATEMENT AND IS INCORPORATED HEREIN BY
REFERENCE. SHAREHOLDERS ARE URGED TO READ SUCH OPINION CAREFULLY IN ITS
ENTIRETY. The opinion of BT Alex. Brown was presented for the information
of the Board in connection with their consideration of the Merger Agreement
and is directed only to the fairness of the aggregate consideration to be
received by the holders of the Shares in the Offer, the Merger and the NSC
Distribution. The opinion does not constitute a recommendation to any
shareholder as to whether to tender Shares in the Offer or how to vote with
respect to the Merger.

4. The historical market prices of, and recent trading activity in, the
Shares, particularly the fact that the Offer and the Merger will enable the
shareholders of the Company to realize a premium of approximately 29.2%
over the closing price of the Shares on the last trading day prior to the
public announcement on January 15, 1998 of the Merger Agreement, and at a
premium of approximately 26.6% over the highest price at which the Shares
have been traded in the past year.

5. The possible alternatives to the Offer and the Merger, including the
prospects of the Company going forward as an independent entity, the range
of possible benefits to the Company's shareholders of such alternatives and
the timing and the likelihood of actually accomplishing any of such
alternatives.

6. The likelihood that the Transactions will be consummated, including
the fact that the obligations of Parent and Purchaser to consummate the
Merger are not subject to the prior consummation of the Offer and the fact
that the obligations of Parent and Purchaser to consummate the Transactions
are not conditioned upon financing and that commitments for all necessary
financing had been obtained.

In view of the wide variety of factors considered in connection with its
evaluation of the Offer and the Merger, the Board did not find it practicable
to, and did not, quantify or otherwise attempt to assign relative weights to
the specific factors considered in reaching its determinations.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

Pursuant to a letter agreement dated April 28, 1997 between the Company and
UBP, the Company, as compensation for financial advisory services rendered by
UBP, agreed to pay UBP $50,000 upon execution of such letter agreement and a
transaction fee to be mutually agreed in good faith in the event any major
transaction such as the Merger is completed during the period of UBP's
engagement under the letter agreement. The Company and UBP have agreed that
such transaction fee will be $1,750,000. The Company agreed to reimburse UBP
for its reasonable out-of-pocket expenses incurred in connection with
rendering financial advisory services, including fees and disbursements of its
legal counsel. The Company also agreed to indemnify UBP and its directors,
officers, agents, employees and controlling persons for certain costs,
expenses and liabilities, including liabilities under the federal securities
laws.

On December 3, 1997, the Company engaged BT Alex. Brown Incorporated ("BT
Alex. Brown") to perform certain financial advisory and investment banking
services.

Pursuant to a letter agreement dated December 3, 1997 between the Company
and BT Alex. Brown, the Company, as compensation for financial advisory
services rendered by BT Alex. Brown, agreed to pay BT Alex. Brown (i) $50,000
payable upon execution of such letter agreement, (ii) a fee of $750,000 if the
Company requests and BT Alex. Brown delivers an opinion on the fairness of the
terms of a possible Transaction (defined as one or a series of transactions,
including, but not limited to, transactions of the type contemplated in the
Merger Agreement), (iii) an additional fee of $100,000 if the Company requests
and BT Alex. Brown delivers an additional opinion with respect to amended or
revised offers and (iv) $1,750,000, in the event a Transaction is consummated
with the Company pursuant to a definitive agreement executed within 90 days of
the date of the letter agreement, less the amount of any fees paid pursuant to
clauses (i) and (ii). The Company has agreed to reimburse BT Alex. Brown for
its reasonable out-of-pocket expenses incurred in connection with rendering
financial advisory services, including fees and disbursements of its legal
counsel. The Company has also agreed to indemnify BT Alex. Brown and its
affiliates and their directors, officers, agents, employees and controlling
persons for certain costs, expenses and liabilities, including liabilities
under the federal securities laws.

On October 17, 1997, the Company entered into a Consulting Agreement with
Gene J. Ostrow, pursuant to which Mr. Ostrow agreed to provide certain
investment advisory services, including the identification, selection and
analysis of potential acquisition candidates, for an annual fee of $50,000
plus a transaction fee of $711,000, payable at the Effective Time. The
agreement terminates on December 31, 1998, unless the Company elects to renew
it for one year.

Except as set forth above, neither the Company nor any person acting on its
behalf has or currently intends to employ, retain or compensate any person to
make solicitations or recommendations to the stockholders of the Company on
its behalf with respect to the Offer, except that such solicitations or
recommendations may be made by directors, officers or employees of the
Company, for which services no additional compensation will be paid.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

(a) No transaction in the Shares have been effected during the past 60 days
by the Company or, to the best of the Company's knowledge, by any executive
officer, director, affiliate or subsidiary of the Company.

(b) To the best of the Company's knowledge, except for Share the sale of
which may trigger liability for the holder(s) under Section 16(b) of the
Exchange Act of 1934, each executive officer, director and affiliate of the
Company currently intends to tender all Shares to Purchaser over which he or
she has sole dispositive power as of the expiration date of the Offer.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.

(a) Except as set forth in this Statement, the Company is not engaged in any
negotiation in response to the Offer which relates to or would result in (i)
an extraordinary transaction, such as a merger or reorganization involving the
Company or any subsidiary of the Company; (ii) a purchase, sale or transfer of
a material amount of assets by the Company or any subsidiary of the Company;
(iii) a tender offer for or other acquisition of securities by or of the
Company; or (iv) any material change in the present capitalization or dividend
policy of the Company.

(b) Except as described in Item 3(b) and Item 4 (the provisions of which are
hereby incorporated by reference), there are no transactions, board
resolutions, agreements in principle or signed contracts in response to the
Offer which relate to or would result in one or more of the matters referred
to in paragraph (a) of this Item 7.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION
------- -----------

1. Opinion of BT Alex. Brown, dated January 14, 1998.
2. Letter to Shareholders.
3. The Merger Agreement.
4. The Share Repurchase Agreement.
5. The Company Voting Agreement.
6. The Parent Voting Agreement.
7. The Option Termination Agreement.
8. The Confidentiality Agreement.
9. Information statement pursuant to Section 14(f) of
the Securities Exchange Act of 1934 and Rule 14f-1
thereunder.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.

OHM Corporation

/s/ Steven E. Harbour
By: _________________________________
Name: Steven E. Harbour
Title:Vice President, Legal and
Secretary

Dated: January 16, 1998

ANNEX B

INFORMATION STATEMENT PURSUANT TO SECTION 14(F)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER

GENERAL

This Information Statement is being mailed on or about January 16, 1998, as
part of the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") of OHM Corporation (the "Company") with respect to the
tender offer by IT-Ohio, Inc. ("Merger Subsidiary") for shares of the
Company's Common Stock, par value $0.10 per share ("Shares"). Capitalized
terms used and not otherwise defined herein shall have the meaning set forth
in the Schedule 14D-9. You are receiving this Information Statement (this
"Statement") in connection with the possible election of persons designated by
Parent to a majority of the seats on the Board of Directors of the Company
(the "Board"). The Agreement and Plan of Merger among the Company, Parent and
Merger Subsidiary, dated as of January 15, 1998 (the "Merger Agreement")
provides that if requested by Parent, the Company will, subject to compliance
with applicable law and promptly following the purchase by Merger Subsidiary
of Shares pursuant to the Offer, take all actions necessary to cause persons
designated by Parent to become directors of the Company so that the total
number of such persons equals not less than the product of the total number of
directors on the Board (giving effect to the directors elected pursuant to
this sentence) multiplied by the percentage that the aggregate number of
Shares beneficially owned by the Parent Companies (as hereinafter defined)
bears to the total number of Shares then issued and outstanding rounded up to
the next greatest nearest whole number. The Merger Agreement further provides
that in furtherance thereof, the Company will increase the size of the Board,
or use its reasonable efforts to secure the resignation of directors, or both,
as is necessary to permit Parent's designees to be elected to the Company's
Board of Directors; provided that at all times prior to the Effective Time (as
defined in the Merger Agreement), the Company's Board of Directors shall
consist of at least two members who are neither officers, stockholders,
designees nor affiliates of the Parent Companies (as defined in the Merger
Agreement). The Merger Agreement further provides that at such time, the
Company, if so requested, will use its reasonable efforts to cause persons
designated by Parent to constitute the same percentage of each committee of
such board, each board of directors of each subsidiary of the Company and each
committee of each such board (in each case to the extent of the Company's
ability to elect such persons). This Information Statement is required by
Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule
14f-1 promulgated thereunder.

YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT,
HOWEVER, REQUIRED TO TAKE ANY ACTION.

The Offer commenced on January 16, 1998 and is scheduled to expire at 9:00
a.m., New York City time, on February 17, 1998, unless extended.

The information contained in this Information Statement concerning Parent
and Merger Subsidiary has been furnished to the Company by Parent, and the
Company assumes no responsibility for the accuracy, completeness or fairness
of any such information.

At the close of business on January 15, 1998, there were 27,554,547 Shares
issued and outstanding, which is the only class of securities outstanding
having the right to vote for the election of directors of the Company, each of
which entitles its record holder to one vote.

DESIGNEES TO THE COMPANY'S BOARD OF DIRECTORS

Parent has informed the Company that it currently intends to choose the
designees (the "Acquisition Designees") it has the right to designate to the
Company's Board of Directors pursuant to the Merger Agreement from the
executive officers and directors of Parent and Merger Subsidiary listed in
Schedule I of the Offer to Purchase, a copy of which is being mailed to
shareholders. The information with respect to such officers in Schedule I is
hereby incorporated herein by reference in its entirety. As of January 15,
1998, the ages of each

such officers are as follows: Mr. Anthony J. DeLuca--50; Mr. E. Martin
Gibson--59; Mr. James C. McGill--54; Mr. Daniel A. D'Aniello--51; Mr. Philip
B. Dolan--39; Admiral James David Watkins--70; Mr. Robert F. Pugliese--65; Mr.
Franklin E. Coffman--55; Mr. James R. Mahoney--59; Mr. Raymond J. Pompe--63;
Mr. James G. Kirk--58; Mr. Harry J. Soose--45; Mr. James M. Redwine--41; and
Mr. Joseph K. Register--44.

It is expected that the Acquisition Designees may assume office at any time
following the purchase by the Purchaser of a specified minimum number of
Shares pursuant to the Offer, which purchase cannot be earlier than February
17, 1998. This step will be accomplished at a meeting or by written consent of
the Board providing that the size of the Board will be increased and/or
sufficient numbers of current directors resigning such that, immediately
following such action, the number of vacancies to be filled by the Acquisition
Designees will be available. It is currently not known which of the current
directors of the Company will resign. Parent has informed the Company that
each of the officers listed in Schedule I of the Offer to Purchase has
consented to act as a director of the Company, if so designated.

None of the executive officers and directors of Parent or Merger Subsidiary
currently is a director of, or holds any position with, the Company. The
Company has been advised that, to the best knowledge of Parent or Merger
Subsidiary, none of Parent's or Merger Subsidiary's directors or executive
officers beneficially owns any equity securities, or rights to acquire any
equity securities, of the Company and none has been involved in any
transactions with the Company or any of its directors, executive officers,
affiliates or associates which are required to be disclosed pursuant to the
rules and regulations of the Securities and Exchange Commission.

B-2

CURRENT DIRECTORS AND EXECUTIVE OFFICERS

POSITIONS AND OTHER RELATIONSHIPS
NAME AGE WITH THE COMPANY AND BUSINESS EXPERIENCE
---- --- ----------------------------------------

Herbert A. Getz.................. 42 Director and member of the Compensation and
Stock Option Committee. Mr. Getz has been
Senior Vice President of Waste Management,
Inc. ("WMX") since May 1995 and General
Counsel of WMX since August 1992. Mr. Getz
also served as Vice President from May 1990
to May 1995 and as Secretary of WMX since
January 1988. Mr. Getz served as Assistant
General Counsel from December 1985 until
August 1992. Mr. Getz has also held the
offices of Vice President, General Counsel
and Secretary of Waste Management of North
America, Inc., a provider of solid waste
management services, from April 1989 until
December 1993, and Vice President and
Secretary of Rust International Inc.
("Rust"), a provider of engineering,
construction, environmental,
infrastructure, consulting services and
other on-site industrial and related
services, from January 1993 to May 1999. He
has also served as Vice President and
Secretary of Wheelabrator Technologies Inc.
("WTI") a provider of environmental
products and services, from July 1995 until
January 1997, as well as being the General
Counsel of WTI from November 1990 until May
1993. Mr. Getz is a director of NSC
Corporation.
Ivan W. Gorr..................... 67 Director and Chairman of the Audit
Committee and member of the Compensation
and Stock Option and Executive Committees.
Mr. Gorr retired as Chairman of the Board
of Directors and Chief Executive Officer of
Cooper Tire & Rubber Company of Findlay,
Ohio, a manufacturer of tires and other
rubber products. Mr. Gorr is a director of
Amcast Industrial Corporation, Arvin
Industries, Inc., The Fifth Third Bancorp
and Borg-Warner Automotive.
Dr. Charles D. Hollister......... 60 Director and member of the Audit Committee.
Since 1979, Dr. Hollister has been Senior
Scientist and Vice President of Woods Hole
Oceanographic Institution, Woods Hole,
Massachusetts, a non-profit oceanographic
research institution.
William P. Hulligan.............. 53 Director and member of the Executive
Committee. Mr. Hulligan served as Vice
President of WMX from February 1997 until
his retirement in November 1997 and now
serves as a consultant to WMX. Prior to
this position, he was Executive Vice
President of WMX from January 1996 until
February 1997, President of the Midwest
Group of Waste Management, Inc., from March
1993 until January 1996, and President of
the East Group of Waste Management, Inc.
from 1992 until March 1993. Mr. Hulligan is
a director of National Seal Company and NSC
Corporation.

B-3

POSITIONS AND OTHER RELATIONSHIPS
NAME AGE WITH THE COMPANY AND BUSINESS EXPERIENCE
---- --- ----------------------------------------

James L. Kirk (1)................ 47 Chairman of the Board of Directors,
President and Chief Executive Officer and
Chairman of the Executive Committee. Mr.
Kirk has been President and Chief Executive
Officer of the Company since July 1986 and,
in addition, was elected Chairman of the
Board in January 1987. He has served as
Chairman of the Board and President of OHM
Remediation Services Corp., a wholly-owned
subsidiary of the Company ("OHMR"), since
April 1985. Mr. Kirk is a founder of OHMR
and has served in various capacities as an
officer and director of OHMR.
Joseph R. Kirk (1)............... 45 Executive Vice President and Director,
positions he has held since July 1986. Mr.
Kirk served as Vice Chairman of OHMR from
April 1985 until July 1986 and continues to
serve as Executive Vice President of OHMR.
He is a founder of OHMR and has served in
various capacities as an officer and
director of OHMR.
James E. Koenig.................. 49 Director and member of the Audit Committee.
Mr. Koenig served as Executive Vice
President of WMX and President of Waste
Management Shared Services from February
1997 until October 1997 and remains an
employee of WMX. Prior to this position, he
was Senior Vice President of WMX from May
1992 until February 1997, Chief Financial
Officer of WMX since 1989 and Vice
President and Treasurer of WMX since
December 1986. Mr. Koenig served as Vice
President, Chief Financial Officer and
Treasurer of WTI from November 1990 to May
1993 and Vice President, Chief Financial
Officer and Treasurer of Rust from January
1993 to August 1993. Mr. Koenig is a
director of National Seal Company, WTI and
Waste Management International, plc.
Richard W. Pogue................. 68 Director and member of the Executive
Committee. Mr. Pogue is a consultant with
Dix & Eaton, a public relations firm.
Effective June 30, 1994, Mr. Pogue retired
as Senior Partner of the law firm of Jones,
Day, Reavis & Pogue, Cleveland, Ohio, of
which he had been a partner since 1961. Mr.
Pogue is also a director of Continental
Airlines, Inc., Derlan Industries Limited,
M. A. Hanna Company, KeyCorp, Redland PLC,
Rotek Incorporated and TRW Inc.
Charles W. Schmidt............... 68 Director and Chairman of the Compensation
and Stock Option Committee and member of
the Executive Committee, Mr. Schmidt
retired as Senior Vice President, External
Affairs of Raytheon Company, a broadly
diversified manufacturer of industrial and
consumer products, and was formerly
President and Chief Executive Officer of
SCA Services, Inc., a company that provided
waste management-related services. Mr.
Schmidt also serves as a director of The
Boston Company, Boston Safe Deposit and
Trust Company, the Massachusetts Financial
Services Family of Mutual Funds and Mohawk
Paper Company.

- --------
(1) James L. Kirk and Joseph R. Kirk are brothers.

B-4

POSITIONS AND OTHER RELATIONSHIPS
NAME AGE WITH THE COMPANY AND BUSINESS EXPERIENCE
---- --- ----------------------------------------

Pamela K. M. Beall............... 40 Vice President, Treasurer and Assistant
Secretary. Ms. Beall joined the Company in
June 1985 as Director of Finance of OHMR,
became Treasurer and Assistant Secretary of
OHMR in September 1985, and became
Treasurer and Assistant Secretary of the
Company in January 1986. Ms. Beall assumed
her current position in August 1994. Prior
to joining the Company, Ms. Beall was
General Manager, Treasury Services for USX
Corporation and previous to that with
Marathon Oil Company. Ms. Beall also serves
as a director of NSC.
Robert J. Blackwell.............. 40 Vice President, Marketing and Strategic
Planning. Mr. Blackwell joined the Company
in July 1993 as Vice President, Government
Business Development of OHMR, and has
served as Senior Vice President, Marketing
of OHMR since October 1995. Prior to
joining the Company, Mr. Blackwell was Vice
President for Federal Marketing and
Legislative Affairs, from January 1993 to
July 1993, and Director of Marketing and
Federal Relations, from January 1989 to
December 1992, of Ebasco Services
Incorporated. Mr. Blackwell also serves as
a director of NSC.
Fred H. Halvorsen................ 55 Vice President, Health and Safety. Dr.
Halvorsen joined the Company in 1984 as
Director of Health and Safety of OHMR and
assumed his current position in May 1987.
Kris E. Hansel................... 39 Vice President and Controller. Mr. Hansel
joined the Company in November 1988 as
General Accounting Manager of OHMR, became
Assistant Controller in October 1991 of the
Company and became Controller in October
1992. Mr. Hansel assumed his current
position in August 1994. Prior to joining
the Company, Mr. Hansel was General
Accounting Manager of WearEver-
ProctorSilex, Inc.
Steven E. Harbour................ 49 Vice President, Legal and Secretary. Mr.
Harbour joined the Company in December
1996. Prior to joining the Company, Mr.
Harbour served in various management and
legal capacities with The Coca-Cola Company
from 1983 to 1993, was Vice President, The
Coca-Cola Bottling Company of New York,
Inc., from 1993 to 1995, and most recently
was affiliated with the law firm of Sumner
& Anderson.
Philip V. Petrocelli............. 39 Vice President, Western Operations. Mr.
Petrocelli joined the Company in August
1993 as Vice President, Western Region of
OHMR, and since October 1995 has served as
Senior Vice President, Western Region of
OHMR. Mr. Petrocelli assumed his current
position with the Company in May 1995.
Prior to joining the Company, Mr.
Petrocelli was Regional Director and
previous to that was Acting Vice
President--Analytical Labs, with IT
Corporation.

B-5

POSITIONS AND OTHER RELATIONSHIPS
NAME AGE WITH THE COMPANY AND BUSINESS EXPERIENCE
---- --- ----------------------------------------

Philip O. Strawbridge............ 43 Vice President, Chief Financial and
Administrative Officer. Mr. Strawbridge
joined the Company in February 1996. In
addition, Mr. Strawbridge has served as
Senior Vice President and Director of OHMR
since October 1996. Prior to joining the
Company, Mr. Strawbridge was Senior
Director of Contracts and Finance with
Fluor Daniel, Inc. and an acting Vice
President of Fluor Daniel Fernald.
Michael A. Szomjassy............. 46 Vice President, Eastern Operations. Mr.
Szomjassy joined the Company in November
1989 as Vice President, Southeast Region of
OHMR and since October 1995 has served as
Senior Vice President, Eastern Operations
of OHMR. Prior to joining OHM, Mr.
Szomjassy was Regional Manager, Remediation
Services of Ebasco Services, Inc.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Company's directors,
executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission (the "Commission"). Specific due dates for
these reports have been established and the Company is required to disclose in
its Proxy Statement any failure to file by these dates. All of these filing
requirements were satisfied, except Pamela K. M. Beall, Vice President,
Treasurer and Assistant Secretary and Fred H. Halvorsen, Vice President,
Health and Safety, each filed one late Form 4 reporting an exercise of stock
option.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS HELD

During 1997, the Board of Directors of the Company held a total of seven
meetings.

The Executive Committee of the Board of Directors presently consists of
Messrs. Gorr, Hulligan, James L. Kirk, Pogue and Schmidt and did not meet
during 1997. The function of the Executive Committee is to exercise, when the
full Board is not in session, the powers of the Board in the management of the
business and affairs of the Company.

The Compensation and Stock Option Committee of the Board of Directors met
four times during 1997. Messrs. Getz, Gorr and Schmidt are presently members
of the Compensation and Stock Option Committee, the primary function of which
is to review and approve salaries and other benefits for executive officers of
the Company, to make recommendations to the Board of Directors with respect to
the adoption of employee benefit programs and to administer the Company's
stock option plans and approve awards of stock options made under the
Company's 1986 Stock Option Plan.

The Company has a standing Audit Committee, the primary function of which is
to oversee the accounting and auditing affairs of the Company. Messrs. Gorr,
Hollister and Koenig serve as members of the Audit Committee, which met three
times during 1997.

The Company has no standing nominating committee or committee performing
similar functions.

In 1997, except for Dr. Hollister and Joseph R. Kirk, each member of the
Board of Directors attended at least 75% of the meetings of the Board of
Directors and the committees of which they are members.

B-6

DIRECTORS' FEES

Directors of the Company who are not employees receive $18,000 per annum.
Members of the Company's Executive Committee who are not employees receive
$1,500 per meeting, and each non-employee member of any other committee of the
Company's Board of Directors receives $500 per meeting. WMX has requested that
Messrs. Hulligan, Getz and Koenig, representatives of WMX, not be paid
directors' fees.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company's Common Stock is the Company's only outstanding class of voting
securities. The following table sets forth certain information as of January
10, 1998 with respect to the beneficial ownership of the Company's Common
Stock by (i) holders of 5% or more of the outstanding Common Stock, (ii) each
Director of the Company, (iii) the executive officers named in the Summary
Compensation Table under "Executive Compensation and Other Information" and
(iv) all Directors and executive officers of the Company as a group.

AMOUNT AND NATURE OF PERCENTAGE
NAME BENEFICIAL OWNERSHIP (1) OF CLASS
---- ------------------------ ----------

WMX Technologies, Inc. (2)
3003 Butterfield Road
Oak Brook, Illinois 60521............... 10,368,000 37.63%
State of Wisconsin Investment Board (3)
P.O. Box 7842
Madison, Wisconsin 53707................ 1,517,000 5.51%
H. Wayne Huizenga (4)
200 South Andrews Avenue
Fort Lauderdale, Florida 33301.......... 1,500,000 5.25%
James L. Kirk (5) (6) (7)................ 2,280,960 8.14%
Joseph R. Kirk (5) (6) (7)............... 2,569,138 9.25%
Herbert A. Getz (5)(6)................... 25,000 *
Ivan W. Gorr (5) (6) (8)................. 50,606 *
Dr. Charles D. Hollister (5) (6)......... 40,000 *
William P. Hulligan (5) ................. 20,000 *
James E. Koenig (5) (6) (7).............. 25,150 *
Richard W. Pogue (5) (6) (7)............. 53,000 *
Charles W. Schmidt (5) (6) (7) (8)....... 78,190 *
Robert J. Blackwell (5) (6) (8).......... 173,076 *
Philip V. Petrocelli (5) (6) (8)......... 212,735 *
Philip O. Strawbridge (5) (6) (8)........ 148,274 *
Michael A. Szomjassy (5) (6) (8)......... 223,159 *
All Directors and executive officers as a
group (17 persons) (5) (6).............. 6,122,185 20.87%

- --------
*less than 1%.
(1) Information with respect to beneficial ownership is based on information
furnished to the Company by each shareholder included in this table.
Except as indicated in the notes to the table, each shareholder included
in the table has sole voting and investment power with respect to the
shares shown to be beneficially owned. Beneficial ownership is calculated
in accordance with the rules and regulations of the Commission.
(2) According to a Schedule 13D dated June 8, 1995 jointly filed by WMX
Technologies Inc. ("WMX"), Chemical Waste Management, Inc., Rust Holding
Company Inc., and Rust International Inc. Assumes the exercise of warrants
currently exercisable to purchase 700,000 shares of Common Stock pursuant
to that certain Warrant Agreement between the Company and WMX described
below. See "Certain Relationships and Related Transactions--Transactions
with Shareholders--The Warrant Agreement" and "--The Standstill and Non-
Competition Agreement."
(3) According to an Amendment No. 8 to Schedule 13G filed by the State of
Wisconsin Investment Board.
(4) According to a Schedule 13D, dated April 1, 1995, filed by Mr. Huizenga.
Assumes the exercise of options currently exercisable or exercisable
within 60 days to purchase 1,000,000 shares of Common Stock, but does not
include 500,000 shares of Common Stock owned by the Huizenga Family
Foundation, Inc. as to which Mr. Huizenga disclaims beneficial ownership.

B-7

(5) The address of the shareholder is c/o OHM Corporation, 16406 U.S. Route
224 East, Findlay, Ohio 45840.
(6) Assumes the exercise of options to purchase 463,279, 210,000, 25,000,
40,000, 40,000, 20,000, 25,000, 40,000, 30,000, 133,092, 175,489, 122,967,
200,275, and 1,737,494 by Messrs. James L. Kirk, Joseph R. Kirk, Getz,
Gorr, Hollister, Hulligan, Koenig, Pogue, Schmidt, Blackwell, Petrocelli,
Strawbridge, Szomjassy, respectively, and all directors and executive
officers as a group, respectively.
(7) Includes 20,562 shares of Common Stock held in three trusts by Mr. James
L. Kirk's wife as trustee for the benefit of the Kirks' children and 2,600
held in trust by Mr. James L. Kirk's daughter as trustee for the benefit
of Mr. Kirk's grandchild, as to which Mr. James L. Kirk disclaims
beneficial ownership. Includes 30,201 shares of Common Stock held in three
trusts by Mr. Joseph R. Kirk's wife as trustee for the benefit of the
Kirks' children, as to which Mr. Joseph R. Kirk disclaims beneficial
ownership. Includes 150 shares of Common Stock held in trust for the
benefit of Mr. Koenig's brother as to which he disclaims beneficial
ownership. Includes 1,000 shares of Common Stock held in trust for the
benefit of Mr. Pogue's wife as to which he disclaims beneficial ownership.
Includes 10,000 shares of Common Stock held in trust for the benefit of
Mr. Schmidt's wife as to which he disclaims beneficial ownership.
(8) Includes 8,606, 8,190, 5,479, 7,083, 11,537, and 3,130 phantom stock units
held by Messrs. Gorr, Schmidt, Blackwell, Petrocelli, Strawbridge, and
Szomjassy, respectively.

James L. Kirk and Joseph R. Kirk are brothers, each of whom disclaims
beneficial interest in the shares owned by the other.

B-8

EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table shows, for the fiscal years ended December 31, 1997,
1996 and 1995, the cash compensation paid by the Company and its subsidiaries,
as well as certain other compensation paid or accrued for those years, to each
of the five most highly compensated executive officers of the Company in 1996,
including the Chief Executive Officer of the Company, in all capacities in
which they served:

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
AWARDS STOCK OPTIONS
ANNUAL COMPENSATION GRANTED (#)
--------------------------------- ---------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
POSITION YEAR ($) ($) ($)(1) ($)(2) (#)(3) ($)(4)
- ----------------------- ---- ------- ------- ------------ ---------- ---------- ------------

James L. Kirk 1997 452,830 256,750 0 0 125,000 23,883
Chairman, President 1996 376,747 0 44,841 351,750 68,279 17,568
and Chief Executive
Officer 1995 330,013 0 0 0 70,000 5,347
Michael A. Szomjassy 1997 281,363 155,995 0 0 50,000 41,748
Vice President, 1996 288,093 25,000 0 150,750 65,275 14,682
Eastern Operations 1995 256,266 0 0 0 25,000 5,184
Philip V. Petrocelli 1997 274,122 125,500 0 0 50,000 110,677
Vice President, 1996 264,040 65,476 0 142,375 100,489 76,528
Western Operations 1995 232,513 50,000 50,839 0 25,000 19,435
Philip O. Strawbridge 1997 262,376 119,000 0 0 75,000 109,817
Vice President and 1996 187,321 0 0 108,875 22,967 47,305
Chief Financial Officer 1995 0 0 0 0 0 0
Robert J. Blackwell 1997 251,708 114,000 0 0 42,000 108,000
Vice President,
Marketing 1996 225,349 28,125 25,505 125,625 66,092 36,621
and Strategic Planning 1995 193,768 30,000 0 0 25,000 29,591

- --------
(1) Amounts in 1996 include $37,392 and $0 for financial planning services;
$2,126 and $3,377 for country club dues; and $5,323 and $11,845
representing earnings on the contributions made to the retirement deferral
accounts in accordance with the Company's Retirement and Incentive
Compensation Plan for Messrs. James L. Kirk and Robert J. Blackwell,
respectively. Amount in 1996 for Mr. Blackwell includes $7,583 for
miscellaneous perquisites and $2,700 for imputed interest. Amount in 1995
for Mr. Petrocelli includes $43,938, $4,466, and $2,435 paid to him for
reimbursement of tax costs in connection with the relocation of his
principal residence, imputed interest, and miscellaneous perquisites,
respectively.
(2) Represents 42,000, 18,000, 17,000, 13,000, and 15,000 shares of restricted
stock which were granted to Messrs. James L. Kirk, Szomjassy, Petrocelli,
Strawbridge, and Blackwell, respectively, the value of which was $8.375
per share as of December 31, 1996.
(3) Amounts in 1996 include 69,453, 31,135, and 38,092 stock options which
were granted to Messrs. Petrocelli, Szomjassy, and Blackwell,
respectively, on May 9, 1996 in exchange for the surrender of previously
granted options.
(4) Amounts in 1995 for Messrs. Petrocelli and Blackwell include $14,286 and
$25,000, respectively, in loans forgiven by the Company. Amount in 1996
for Mr. Strawbridge includes $47,261 for relocation expenses. Amount in
1996 for Mr. Petrocelli includes $19,048 for a loan forgiven by the
Company. Amounts in 1996 include matching contributions to each
individual's Retirement and Incentive Compensation Plan account of
$17,568, $14,682, $57,480, and $36,561, on behalf of Messrs. James L.
Kirk, Szomjassy, Petrocelli, and Blackwell, respectively. Amounts in 1997
for Messrs. Petrocelli, Strawbridge, and Blackwell include $14,285,
$10,000 and $20,000, respectively, in loans forgiven by the Company. See
"Certain Relationships

B-9

and Related Transactions -- Transactions with Management." Amounts in 1997
include matching contributions to each individual's Retirement and
Incentive Compensation Plan account of $22,347, $35,320, $89,165, $92,600,
and $79,931; and matching contributions to each individual 401(k) account
of $0, $5,712, $6,352, $6,352 and $6,352, on behalf of Messrs. Kirk,
Szomjassy, Petrocelli, Strawbridge, and Blackwell, respectively. On
December 30, 1997, pursuant to resolutions approved by the Board of
Directors, the vested portion of each individual's Retirement and Incentive
Compensation Plan account was distributed to Messrs. James L. Kirk,
Szomjassy, Petrocelli, Strawbridge, and Blackwell, in the amounts of
$109,896, $95,489, $312,464, $123,894, and $257,233, respectively.

STOCK OPTIONS

The following table sets forth information with respect to grants of options
pursuant to the Company's 1986 Stock Option Plan made to the executive
officers named in the Summary Compensation Table during the 1996 fiscal year.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
-------------------------------------------- -----------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES EXERCISE OR
GRANTED IN FISCAL BASE PRICE EXPIRATION 5% 10%
(#) YEAR ($/SH) DATE ($) ($)
---------- ---------- ----------- ---------- -----------------------------

James L. Kirk........... 125,000 15.49 8.500 02/12/07 $ 668,200.54 $ 1,693,351.36
Philip O. Strawbridge... 75,000 9.29 8.500 02/12/07 $ 400,920.32 $ 1,018,010.82
Michael A. Szomjassy.... 50,000 6.20 8.500 02/12/07 $ 267,280.22 $ 677,340.55
Robert J. Blackwell..... 42,000 5.20 8.500 02/12/07 $ 224,515.38 $ 568,966.06

OPTION EXERCISES AND HOLDINGS

The following table sets forth information with respect to the executives
named in the Summary Compensation Table concerning the exercise of options
during the last fiscal year and the value of unexercised options held as of
the end of the fiscal year.

AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

VALUE NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES REALIZED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON (MARKET PRICE OPTIONS AT FY-END (#) AT FY END ($)
EXERCISE AT EXERCISE LESS ------------------------- -------------------------
NAME (#) EXERCISE PRICE) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ---------------- ----------- ------------- ----------- -------------

James L. Kirk........... -- -- 249,070 214,209 21,000 14,000
Michael A. Szomjassy.... -- -- 110,558 89,717 7,500 5,000
Philip V. Petrocelli.... -- -- 89,901 85,558 7,500 5,000
Philip O. Strawbridge... -- -- 11,992 110,975 1,563 4,688
Robert J. Blackwell..... -- -- 49,530 83,562 7,500 5,000

REPORT ON REPRICING OF STOCK OPTIONS

Pursuant to resolutions of the Board of Directors adopted May 9, 1996, the
Company approved adjustments in certain existing stock options granted under
the 1986 Stock Option Plan. The Board of Directors, in approving the
adjustments in the options granted under the 1986 Stock Option Plan,
considered a variety of factors,

B-10

including the Company's actual performance since the date of the original
grants, the market performance of the Company's stock, changes in the stock
market affecting the industry generally, the Company's need to compete for the
services of employees, the effectiveness of previously granted options as a
retention device, and the Board's belief that stock-based compensation as a
significant component of the employee's compensation package is a strong
motivational device. The Board determined that certain of the stock options
were no longer motivational or retention devices, and therefore authorized
adjustments for such options.

IVAN W. GORR HERBERT A. GETZ CHARLES W. SCHMIDT

TEN-YEAR OPTION REPRICINGS

LENGTH OF
NUMBER OF EXERCISE ORIGINAL
SECURITIES PRICE AT OPTION TERM
UNDERLYING MARKET PRICE OF TIME OF NEW REMAINING AT
OPTIONS STOCK AT TIME REPRICING OR EXERCISE DATE OF
REPRICED OR OF REPRICING OR AMENDMENT PRICE REPRICING OR
NAME DATE AMENDED AMENDMENT ($) ($) AMENDMENT
---- -------- ----------- --------------- ------------ -------- ------------

James L. Kirk........... N/A
Chairman, President
and Chief Executive
Officer
Michael A. Szomjassy.... 08/06/92 10,000 7.625 11.00 7.625 7 yr. 4 mo.
Vice President, 08/06/92 10,000 7.625 11.00 7.625 7 yr. 9 mo.
Eastern Operations 05/09/96 10,579 8.375 11.875 8.375 7 yr. 5 mo.
05/09/96 5,154 8.375 16.25 8.375 7 yr. 9 mo.
05/09/96 15,402 8.375 10.875 8.375 8 yr. 1 mo.
Philip V. Petrocelli.... 05/09/96 37,222 8.375 10.125 8.375 7 yr. 4 mo.
Vice President, 05/09/96 20,679 8.375 10.125 8.375 7 yr. 4 mo.
Western Operations 05/09/96 11,552 8.375 10.875 8.375 8 yr. 1 mo.
Philip O. Strawbridge... N/A
Vice President,
Chief Financial Officer
Robert J. Blackwell..... 05/09/96 9,805 8.375 10.25 8.375 7 yr. 3 mo.
Vice President, 05/09/96 12,885 8.375 16.25 8.375 7 yr. 9 mo.
Marketing and Strategic 05/09/96 15,402 8.375 10.875 8.375 8 yr. 1 mo.
Planning

1996 MANAGEMENT INCENTIVE PLAN

The Board of Directors has adopted the 1996 Management Incentive Plan
("MIP"). The principal purpose of the MIP is to advance the interests of the
Company by providing annual bonuses for officers of the Company so as to
attract and retain such officers, make their compensation competitive with
other opportunities, and cause them to strive to achieve the Company's
financial and other business objectives. All officers of the Company are
eligible to be selected as MIP participants. Participants in the MIP are
selected by the Compensation and Stock Option Committee.

Pursuant to the terms of the MIP, officers are eligible to receive "target"
bonuses established as a percentage of each participant's annual base salary
if the Company meets certain performance goals selected by the Compensation
and Stock Option Committee related to the achievement of pre-tax income or
operating income (or a combination thereof). The MIP provides a formula or
matrix prescribing the extent to which a participant's target bonus may be
earned based upon the degree of achievement of such performance goal or goals.
The current target bonus range is 30% to 50% of participants' base salaries
for 1997. The MIP also allows the Company, subject to Compensation and Stock
Option Committee approval, to award discretionary cash bonuses for exemplary
performance or to reward special achievements which impact the Company's
results.

B-11

RETIREMENT AND INCENTIVE COMPENSATION PLAN

Effective January 1, 1996, the Board of Directors of the Company adopted the
Executive Retirement Plan and subsequently amended it on June 21, 1996 and
renamed the plan as the Retirement and Incentive Compensation Plan ("RICP").
The RICP is administered by the Compensation and Stock Option Committee. The
principal purpose of the RICP is to allow executive officers to defer current
federal income taxation of their compensation and, along with the Company's
matching contribution, accumulate monies towards retirement in the absence of
any Company retirement plan, other than the Company's Retirement Saving Plan
which severely restricts officer participation due to certain Internal Revenue
Service limitations. Pursuant to the terms of the RICP, executive officers may
defer up to 50% of their compensation during any year, provided that such
executive officer may not defer more than 30% of his or her compensation during
any year to such individual's Retirement Deferral Account (as described below).
The Company matches 50% of the amounts deferred by the participant and
deposited into the Retirement Deferral Account and matches 100% of the amounts
deferred by the participant and deposited into the OHM Common Stock Deferral
Account. The participant's contribution, plus the Company match, remain
unfunded by the Company until paid to the participant at retirement or other
termination of employment. Any amounts deferred by the participant and
deposited into the Retirement Deferral Account, and Company matching
contributions, are credited monthly with interest at the prime rate and are
increased yearly by the annual increase in the S&P 500 index if such increase
exceeds the interest credited monthly to the participant during the calendar
year. Any amounts deferred by the participant and deposited into the OHM Common
Stock Deferral Account, and Company matching contributions, are credited
monthly in units on the basis of the average of the market value of the
Company's Common Stock during the preceding calendar month.

INCENTIVE STOCK PLAN

The principal purpose of the Incentive Stock Plan is to attract, compensate
and retain officers of the Company and to align the financial interests of the
Company's officers with the shareholders of the Company. Officers and key
employees of the Company are eligible to participate in the Incentive Stock
Plan.

Officers of the Company who are selected by the Compensation and Stock Option
Committee are eligible to receive grants or sales of shares of restricted stock
for up to an aggregate of 500,000 shares of the Company's Common Stock upon
such terms and conditions as the Compensation and Stock Option Committee may
determine in accordance with the Incentive Stock Plan. Each grant or sale is to
be evidenced by an agreement and shall result in an immediate transfer of
ownership of shares of Common Stock to the participant in the Plan, or the
Compensation and Stock Option Committee may defer the transfer of ownership of
the shares until such time as the Committee may specify, provided that in each
case such grant or sale shall be made, issued or awarded in consideration of
the performance of services and the execution of a non-competition agreement,
and shall entitle the participant in the Incentive Stock Plan to dividend,
voting and other ownership rights, subject to a "Substantial Risk of
Forfeiture" within the meaning of Section 83 of the Internal Revenue Code for a
period to be determined by the Compensation and Stock Option Committee on the
date specified by the Compensation and Stock Option Committee on which the
grant of restricted stock becomes effective (the "Date of Grant").

Each sale or grant may be made without any other consideration from the
participant or in consideration of payment by the participant that is less than
the market value per share of Common Stock on the Date of Grant. The market
value of a share of Common Stock underlying the restricted stock at the end of
the Company's fiscal year was $7.625, which was the closing price as reported
on the New York Stock Exchange on such date.

Each grant or sale provides that, during the period for which there is a
"Substantial Risk of Forfeiture," the transferability of the shares of
restricted stock is prohibited in the manner and to the extent prescribed by
the Compensation and Stock Option Committee on the Date of Grant. Any grant or
sale may provide that any or all dividends or other distributions paid on the
shares of restricted stock be automatically sequestered and reinvested on an
immediate or deferred basis in additional shares of Common Stock, which may be
subject to the same restrictions as the underlying award or such other
restrictions as the Compensation and Stock Option Committee may determine.

B-12

The Compensation and Stock Option Committee may provide on or after the Date
of Grant of any restricted stock, for the payment of a cash bonus intended to
offset the amount of tax that the participant in the Plan may incur in
connection with the restricted stock, including tax on the receipt of the
bonus. To the extent the Company is required to withhold federal, state, local
or other taxes in connection with any payment made or benefit realized by a
participant or other person under the Plan, and the amounts available to the
withholding are insufficient, it is a condition to the receipt of any payment
or the realization of any benefit that the participant or such other person
make arrangements satisfactory to the Company for payment of the balance of
any taxes required to be withheld.

The Committee may amend the Plan from time to time. Upon the termination of
employment by reason of death, disability or retirement from the Company, upon
the attainment of age 65 or upon completion of ten years of employment with
the Company and the attainment of age 55, or in the event of a change in
control of the Company, a participant's restricted stock shall become fully
vested and cease to be subject to a "Substantial Risk of Forfeiture."

Federal Income Tax Consequences. Unless a special election is made under
Section 83 of the Internal Revenue Code, a participant generally will not be
subject to tax upon the grant of restricted shares. A participant generally
will recognize ordinary income at the time the restrictions lapse in an amount
equal to the then fair market value of the shares less any cash paid by the
participant. In addition, a participant will recognize ordinary income upon
receipt of any cash bonus. To the extent that a participant recognizes
ordinary income, the Company will be entitled to a corresponding deduction,
provided, among other things, that such income meets the test of
reasonableness, is an ordinary and necessary business expense, is not an
"excess parachute payment" within the meaning of Section 280G of the Internal
Revenue Code and is not disallowed by the $1 million limitation on certain
executive compensation.

OHM CORPORATION RETIREMENT SAVINGS PLAN

The Company's Retirement Savings Plan (the "Retirement Plan") was
established in 1988. Officers of the Company, together with substantially all
full-time salaried employees and certain other employees of the Company and
its subsidiaries, are eligible to participate in the Retirement Plan.
Participants may make basic contributions of up to a combination of 15% of
their compensation, as defined in the Retirement Plan, which qualify for
deferred tax treatment under Section 401(k) of the Internal Revenue Code (the
"Code"). The Company makes matching contributions of 100% of the first two
percent of the participant's compensation contributed to the Retirement Plan
and 50% of the next four percent of the participant's compensation contributed
to the Retirement Plan. Matching contributions are allocated to the accounts
of participants in the Retirement Plan who have completed two years of
service. The Company also may, in its discretion, make profit sharing
contributions to the Retirement Plan which will be allocated to all eligible
employees. All participant contributions are invested at the direction of the
participant, and all profit sharing contributions are invested at the
direction of the Retirement Plan committee. Matching contributions are made in
Company stock and, upon allocation to a participant's account, may be
reinvested at the direction of the participant. Amounts attributable to the
Company's matching contributions vest upon the earlier of (i) the completion
of two years of service, or (ii) the participant's death, disability or
attaining age 65 while an employee. As of November 30, 1997, an aggregate of
$43,918 was contributed as matching contributions under the Retirement Plan to
the accounts of all executive officers as a group during 1997. Matching
contributions for the five most highly compensated executed officers named are
shown above under the heading "Executive Compensation and Other Information,
Summary of Cash and Certain Other Compensation." The Company made no profit
sharing contributions to the Retirement Plan during 1997.

1986 STOCK OPTION PLAN

Officers and key employees of the Company and its subsidiaries, which
consist of approximately 180 individuals, are eligible to receive stock
options under the 1986 Plan. The purpose of the 1986 Plan is to attract and
retain outstanding individuals as officers and employees of the Company and
its subsidiaries, and to furnish incentives to such persons to increase the
Company's profits by providing them opportunities to acquire shares of Common
Stock of the Company on advantageous terms. The 1986 Plan is administered by
the Compensation

B-13

and Stock Option Committee of the Board of Directors, currently consisting of
Messrs. Getz, Gorr and Schmidt, which determines the terms and conditions of
stock options issued under the 1986 Plan, amounts of benefits granted, and the
officers and key employees who shall receive them. Options granted under the
1986 Plan may be (i) options that are intended to qualify under particular
provisions of the Code; (ii) options that are not intended to so qualify, or
(iii) combinations of the foregoing.

The 1986 Plan, as amended, authorizes the granting of options to purchase up
to an aggregate of 3,850,000 shares of the Company's Common Stock. Option
agreements evidencing the grant of options are required to specify an option
price which is not less than the fair market value of shares of Common Stock
of the Company on the date of grant. The market value of a share of Common
Stock underlying the options at the end of the Company's fiscal year was
$7.625, which was the closing price as reported on the New York Stock Exchange
on such date. Option agreements must also specify the methods of payment of
the option price, which may be (i) in cash or by check, (ii) by delivery of
Common Stock of the Company already owned by the optionee having a fair value
at the time of exercise equal to the total option price; or (iii) a
combination of such methods of payment. No stock option granted under the 1986
Plan may be exercised more than ten years from the date of grant. Except with
respect to the proposed amount to limit the number of options granted to any
individual in a three-year period, if adopted by the shareholders, the 1986
Plan does not impose any other limit on the number of shares that may be
optioned to a particular employee or officer. However, the Code requires that
the aggregate fair market value (determined at the time the options are
granted) of stock with respect to which "incentive stock options" are
exercisable for the first time by any one employee during any calendar year
not exceed a total of $100,000. Outstanding options are subject to adjustment
in specified events, such as stock dividends, stock splits, recapitalizations
and mergers, and the number of shares authorized by the 1986 Plan is subject
to adjustment in those events.

Stock options issued under the 1986 Plan may be either Non-Qualified Stock
Options or Incentive Stock Options with the following Federal tax
consequences.

Non-Qualified Stock Options. A stock option that is not qualified under the
Code (a "Non-Qualified Stock Option") generally will not result in any taxable
income to the optionee at the time it is granted. In general, the holder of a
Non-Qualified Stock Option will realize ordinary income at the time of
exercise of the option in an amount measured by the excess of the fair market
value of the optioned shares (at the time of exercise) over the option price.
However, the Section 16 (b) Deferral (as defined below) will apply in the case
of optionees who are officers of the Company.

If the option price of a Non-Qualified Stock Option is paid for by the
delivery of shares of Common Stock previously owned by the optionee, no gain
or loss will be recognized to the extent that the shares received are equal in
fair market value to the shares surrendered.

Section 83 of the Code deals generally with property (including stock)
received by an employee as compensation, and provides for deferral of taxation
so long as the employee's rights in the property are subject to a substantial
risk of forfeiture and are not transferable. Section 83 will apply so long as
the sale of stock received could subject the employee to suit under Section
16(b) of the Securities Exchange Act of 1934, but not longer than six months
(the "Section 16(b) Deferral").

The Section 16(b) Deferral can be avoided if the officer makes an election
within thirty days after the transfer of stock to him to have it taxed to him
as ordinary income at its fair market value on the date of transfer less the
amount, if any, paid by him.

Incentive Stock Option. An incentive stock option, i.e. a stock option that
is qualified under the Code (an "Incentive Stock Option"), will not result in
any taxable income to the optionee when it is granted or timely exercised. To
be timely exercised, an Incentive Stock Option must be exercised within three
months after the optionee ceases to be an employee (within one year if the
optionee is disabled) unless the optionee has died. If the optioned stock is
held more than two years from the date of grant of the option and more than
one year after the transfer of the stock to the optionee, the optionee will be
taxed on any gain on the sale of such stock at long-term capital gains rates.

B-14

If Common Stock acquired on the exercise of an Incentive Stock Option is
sold, exchanged or otherwise disposed of before the end of the required
holding periods, the optionee will in the usual case realize ordinary income
at the time of disposition equal to the excess of the fair market value of the
stock at the time of exercise over the option price.

Under Section 1036 of the Code, if shares of Common Stock previously owned
by the optionee are transferred in payment of the option price under an
Incentive Stock Option, generally no gain or loss will be recognized on the
surrender of such shares to the extent the fair market value of the shares
received equals the fair market value of the shares surrendered. The shares
received in such equal exchange will have the same tax basis and holding
period as the shares surrendered; any additional shares received will have a
zero basis and the holding period will commence on the transfer date. The
spread at the time of exercise will not be subject to tax if the holding
period and other requirements for an Incentive Stock Option are satisfied.
However, if any shares transferred in payment of the option price under an
Incentive Stock Option were previously acquired by the optionee on the
exercise of an Incentive Stock Option and were held for less than the
necessary holding period, Section 1036 would not be available. As a result,
the optionee would realize income on the surrender of such shares in payment
of the option price.

General Matters. To the extent that an employee recognizes ordinary income
in the circumstances described above, the Company would be entitled to a
corresponding deduction. provided, among other things, that such income meets
the test of reasonableness and is an ordinary and necessary business expense.

Withholding of Federal taxes at applicable rates will be required in
connection with ordinary income realized by an optionee upon exercise of Non-
Qualified Stock Options and disqualifying dispositions of stock acquired upon
exercise of an Incentive Stock Option.

Stock options granted under the 1986 Plan may not be transferred except by
will or the laws of descent and distribution and may not be exercised during
an optionee's lifetime except by the optionee or his guardian or legal
representative. The 1986 Plan may be amended from time to time by the Board of
Directors. However, any amendment that increases the aggregate number of
shares of Common Stock covered by the 1986 Plan or would cause Rule 16b-3
under the Exchange Act of 1934 (or any successor rule to the same effect) to
cease to be applicable to the 1986 Plan, is subject to approval by the
shareholders of the Company. The 1986 Plan provides that the Compensation and
Stock Option Committee may, with the concurrence of the affected optionee,
cancel any agreement evidencing a stock option granted under the 1986 Plan. In
the event of such cancellation, the Compensation and Stock Option Committee
may authorize the granting of a new stock option, which may or may not cover
the number of shares which had been the subject to the prior agreement, in
such manner, at such option price and subject of the same terms, conditions
and discretions as would have been applicable under the 1986 Plan had the
cancelled stock option not been granted.

DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN

The Company recognizes the importance of attracting and retaining
outstanding individuals as directors and of stimulating the active interest of
these persons in the development and financial success of the Company. In
addition, the Company endorses the position that stock ownership arrangements
are beneficial in aligning Directors' and shareholders' interests in the
enhancement of shareholder value. The Board of Directors believes that the
Directors' Non-Qualified Stock Option Plan (the "Director Option Plan") is a
significant factor in furtherance of these objectives and intends, through the
Director Option Plan, to increase the Company's profits by providing such
persons with opportunities to acquire shares of the Common Stock of the
Company on advantageous terms.

Only Directors who are not employees of the Company and its subsidiaries are
eligible to participate in the Director Option Plan. The Director Option Plan
provides that the total number of shares that may be sold upon the exercise of
stock options shall not exceed 1,000,000 shares of Common Stock. The Director
Option Plan is of indefinite duration and will continue in effect until all
shares reserved for options thereunder have been sold or until earlier
termination of the Director Option Plan.

B-15

The Director Option Plan provides for automatic grants of options to
purchase shares of Common Stock of the Company to Directors of the Company who
are not employees of the Company or its subsidiaries. Under the Director
Option Plan, each person who was an incumbent non-employee Director of the
Company received an option to purchase 15,000 shares of Common Stock, as of
August 6, 1992, the effective date of the Director Option Plan, provided that
the total number of shares each optionee was eligible to receive was reduced
by the number of shares of Common Stock subject to prior option grants to such
Director. Each person who first becomes a non-employee Director of the Company
after the effective date is entitled to receive an option to purchase 15,000
shares of Common Stock as of the date such person first became a non-employee
Director. Each person who is a non-employee Director of the Company is
entitled to receive an option to purchase 5,000 shares of Common Stock
immediately after each of the Company's annual meetings of shareholders. An
option is exercisable in full upon six months of continuous service as a non-
employee Director. Options granted under the Director Option Plan are options
that do not qualify under particular provisions of the Code. The Director
Option Plan is administered by employee directors who are not eligible to
participate in the Director Option Plan.

DIRECTORS' DEFERRED FEE PLAN

The Board of Directors has adopted the Directors' Deferred Fee Plan (the
"Deferred Fee Plan") the purpose of which is to help solidify the common
interest of Directors and shareholders in enhancing the value of the Company's
Common Stock. It is also intended that the Deferred Fee Plan will assist in
attracting and retaining qualified individuals to serve as Directors. The
Deferred Fee Plan will give those Directors who are not also employees of the
Company an opportunity to defer current federal income taxation of all or a
portion of their annual retainer and meeting fees payable by the Company for
their services as a Director.

Under the terms of the Deferred Fee Plan, a Director may elect to have his
or her Director's fees credited to an account in either cash or units (an
accounting unit equal in value to one share of Common Stock). Deferred fees
that a Director elects to have credited in cash will be credited to the
Director's account as they become payable to the Director. A Director's
account to which fees have been credited in cash will earn interest annually
at the rate of interest payable on one-year U.S. Treasury Bills or such other
rate as the Committee designated by the Deferred Fee Plan may establish. In no
event, however, will the rate of interest be more than five percent higher
than the rate payable on such U.S. Treasury Bills. Deferred fees payable in
units will be credited, together with an amount equal to 10% of such deferred
fees, to a Director's account after the end of the fiscal year on the basis of
the average of the market values of the Common Stock on the last trading day
in each calendar month during the year. Each account to which fees have been
credited in units shall be credited annually after the end of each fiscal year
with additional units equal in value to the amount of cash dividends paid by
the Company during such year on Common Stock equivalent to the average daily
balance of units in such account during the year. The maximum number of units
that may be granted under the Deferred Fee Plan during its term is 100,000 in
the aggregate. The Deferred Fee Plan is administered by a Committee consisting
of the Chairman of the Board (provided he is an employee-director) and two
Company officers or directors who are employee-directors appointed by the
Chairman of the Board.

EMPLOYMENT AND INDEMNIFICATION AGREEMENTS

The Company has entered into agreements with the executive officers named in
the Summary Compensation Table and certain other executive officers providing
that in the event of any "change in control" of the Company, such officers
would continue their employment with the Company in their present position for
terms of approximately three years following such change in control. During
such term of employment, each such officer would be entitled to receive base
compensation and to continue to participate in incentive and employee benefit
plans at levels no less favorable to him than prior to commencement of the
term or to receive a lump sum payment, following the termination of his
employment. Benefits under these agreements are subject to an overall
limitation which assures that payments will not constitute "excess golden
parachute payments" under federal income tax law. While each of such
agreements is presently in effect, none become operative until a change in
control of the Company has occurred, prior to which time the Company and such
officer each reserves

B-16

the right at any time with or without cause to terminate their employment
relationship. The transactions that are deemed to result in a change in
control for the purposes of these agreements include (a) merger or
consolidation of the Company with, or sale of all or substantially all its
assets to another corporation, as a result of which less than a majority of
the voting shares of the surviving entity are owned by former stockholders of
the Company; (b) any person becoming the beneficial owner of 25% or more of
the voting stock of the Company; (c) reporting by the Company under specified
provisions of the federal securities laws that a change in control has
occurred; and (d) when within any two-year period, a majority of directors at
the beginning of such period (not including persons approved by at least two-
thirds of the Directors still in office who were directors at the beginning of
such period) cease to be directors of the Company. Effective December 12,
1995, the Company terminated the employment agreements in effect as of such
date and, effective as of January 1, 1996, entered into revised employment
agreements with the executive officers of the Company. The revised employment
agreements include the provisions described above, except that the Board of
Directors may, by vote of three-quarters of the members, determine that a
change in control described in (b) above will not cause the employment
agreement to become operative.

The Company has also entered into indemnification agreements (the
"Indemnification Agreements") with each current member of the Board of
Directors as well as with each executive officer of the Company. The form and
execution of the Indemnification Agreements were approved by the Company's
shareholders. The Indemnification Agreements were amended as of January 1,
1996 to provide that Ohio law determines the rights and responsibilities of
the Company and the indemnitee. The amendment was necessary to reflect the
Company's reincorporation under Ohio law previously approved by the
shareholders. Such agreements essentially provide that, to the extent
permitted by Ohio law, the Company will indemnify the indemnitee against all
expenses, costs, liabilities and losses (including attorney's fees, judgments,
fines or settlements) incurred or suffered by the indemnitee in connection
with any suit in which the indemnitee is a party or otherwise involved as a
result of his service as a member of the Board or as an officer.

COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Gorr, Getz and Schmidt are members of the Compensation and Stock
Option Committee of the Board of Directors of the Company. Mr. Getz is
employed by WMX, which beneficially owns 37.63% of the Company's Common Stock.
WMX and its affiliates and the Company are parties to various agreements,
including the Guarantee Agreement, the Warrant Agreement and the Standstill
and Non-Competition Agreement discussed below. See "Certain Relationships and
Related Transactions."

BOARD COMPENSATION AND STOCK OPTION COMMITTEE REPORT(1)

The primary function of the Compensation and Stock Option Committee is to
review and approve salaries and other benefits for executive officers of the
Company, to make recommendations to the Board of Directors with respect to the
adoption of employee benefit programs and to administer the Company's stock
option plans and to approve awards of stock options made under the Company's
1986 Stock Option Plan. The Compensation and Stock Option Committee is
composed of three Directors, Messrs. Gorr, Getz and Schmidt, who are not
executive officers of the Company. Set forth below is a report of Messrs.
Gorr, Getz and Schmidt in their capacity as the Board's Compensation and Stock
Option Committee addressing the Company's compensation policies for 1997 as
they affected Mr. James L. Kirk and the other executive officers of the
Company.

The Compensation and Stock Option Committee's executive compensation
policies are designed to provide levels of compensation that integrate pay
(considered in connection with grants of stock options under the Company's
1986 Stock Option Plan) with the Company's annual and long-term performance
goals, reward individual achievement and attract and retain qualified
executives, all in the context of the highly competitive industry in which the
Company operates.
- --------
(1) Note: This information is not incorporated by reference in any prior or
future Securities and Exchange Commission filings, directly or by
reference to the incorporation of proxy statements of the Company,
unless such filing specifically incorporates this information.

B-17

Salaries for executive officers are determined periodically by evaluating
the performance of the individuals reviewed and their contributions to the
performance of the Company and particular business units, as applicable, their
responsibilities, experience, potential and period of service at their current
salary. Financial results as well as appropriate non-financial measures are
considered. Factors consistent with the Company's overall compensation policy
and strategy may also be considered. With respect to executive officers, the
Company's Management Incentive Plan provides bonus awards based upon the
Company's achievement of certain financial goals, and allows the Committee to
grant discretionary bonus awards for exemplary performance or to reward
special achievements which impact Company results. In its deliberations, the
Committee takes into account the recommendations of appropriate Company
officials. See "1996 Management Incentive Plan."

The Compensation and Stock Option Committee also endorses the position that
stock ownership by management and stock-based performance compensation
arrangements are beneficial in aligning management's and shareholders'
interest in the enhancement of shareholder value. The granting of stock
options pursuant to the Company's 1986 Stock Option Plan is also within the
authority of the Compensation and Stock Option Committee. In determining
grants of stock options to executive officers, the Compensation and Stock
Option Committee has followed policies substantially similar to those
described above with respect to compensation. James L. Kirk received grants of
stock options covering 125,000 shares of Common Stock in 1997, exercisable in
installments over a four-year period. The Compensation and Stock Option
Committee considers, in granting such options to Mr. Kirk, the view expressed
above that stock ownership by Mr. Kirk beneficially aligns his interests with
the interests of the Company's shareholders.

Mr. James L. Kirk's annual base salary of $450,000.00 was established in
February 1997.

Section 162(m) of the Internal Revenue Code of 1986, as amended, prohibits a
publicly held corporation, such as the Company, from claiming a deduction on
its federal income tax return for compensation in excess of $1,000,000 paid
for a given federal year to certain executives. Because of the Company's
current compensation levels, the Compensation Committee has developed no
policies at this time concerning Section 162(m).

IVAN W. GORR HERBERT A. GETZ CHARLES W. SCHMIDT

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

TRANSACTIONS WITH MANAGEMENT

The Company provides Robert W. Kirk, a former officer and stockholder of the
Company and father of James L. Kirk and Joseph R. Kirk, with a pension
arrangement pursuant to which the Company is to make payments of $96,000 per
year, subject to further cost of living adjustments, for the remainder of his
life and that of his spouse if she survives him. During 1997, the Company made
payments totaling $117,955 to Robert W. Kirk under this pension arrangement.

The Company has entered into a five-year employment agreement with Mr.
Joseph Kirk during 1996, pursuant to which he will be entitled to a salary of
$250,000 payable in the initial year, and decreasing $25,000 during each of
the four succeeding years. Under the agreement, Mr. Kirk is eligible to
receive other benefits and perquisites payable to senior employees.

During 1997, OHMR paid $471,593 to Kirk Brothers Co., Inc. ("KBC"), the
principal shareholders of which are Richard C. Kirk and Robert W. Kirk, the
brother and father, respectively, of James L. Kirk and Joseph R. Kirk. This
amount represents payments made to KBC for subcontract services.

OHMR leases a building with approximately 5,400 square feet for a monthly
rental of $2,500 on a month-to-month basis from The KDC Company ("KDC"), the
principal shareholders of which are James L. Kirk and Joseph R. Kirk. OHMR
utilizes the building, located near its headquarters in Findlay, Ohio, for the
storage of equipment and inventory and made rental payments to KDC aggregating
$20,000 during 1997 under this arrangement.

B-18

OHMR leases office and storage space from Findlay Machine and Tool, Inc.
("FMT"), of which Joseph R. Kirk is the principal shareholder pursuant to a
lease. The rate and other terms of the lease were approved by the Board of
Directors on November 7, 1995 and amended on March 6, 1996 and August 13,
1996. During 1997, OHMR made payments to FMT totaling $297,860 under the
lease.

In connection with the commencement of his employment, Mr. Philip V.
Petrocelli, Vice President, Western Operations, received a $100,000 interest
free loan to be forgiven in equal installments on the anniversary date of his
employment over seven consecutive years. The balance of the loan becomes due
and payable immediately in the event Mr. Petrocelli voluntarily leaves the
employment of the Company or is terminated for cause before August 30, 2000.
During 1997, $14,286 of the principal balance was forgiven. As of December 31,
1997, the aggregate principal amount outstanding was $38,095.

TRANSACTIONS WITH SHAREHOLDERS

In connection with the Reorganization Agreement (the "Reorganization
Agreement") entered into in connection with the Company's purchase of Rust
Environmental, Inc., the Company and Rust International, Inc. ("Rust"), the
parent of Rust Environmental, Inc., entered into certain business agreements.
First, Rust agreed that the Company would provide all environmental
remediation services under Rust's governmental Total Environmental Restoration
Contracts ("TERCs"), and a portion of all fees earned under such contracts.

Rust also agreed to maintain, at its cost, certain payment, performance and
surety bonds in connection with certain Rust projects acquired in connection
with the transaction, and to assist the Company in preparing documents and
favorable pricing from Rust and affiliated Company vendors.

THE GUARANTEE AGREEMENT

In connection with the Reorganization Agreement, WMX, the majority
stockholder of Rust, and the Company entered into a Guarantee Agreement, which
provides that in exchange for a Warrant (described below), WMX guaranteed
indebtedness of the Company in an amount not to exceed $62,000,000. The
Guarantee amount may be increased from time to time, up to an amount not to
exceed $75,000,000 in the event the Warrant is, in whole or in part, exercised
by WMX or transferred to a third party. On May 31, 1995, WMX guaranteed
certain indebtedness under the Company's Revolving Credit Agreement and the
Company, in consideration thereof, executed a Reimbursement Agreement in favor
of WMX obligating the Company to reimburse WMX for any payments by WMX under
the Guarantee. Pursuant to the Repurchase Agreement, the Guarantee Agreement
shall be terminated as of the date on which WMX's guarantee of the
indebtedness incurred under the Company's revolving credit agreement (the
"Indebtedness") terminates (the "Common Termination Date"). The Common
Termination Date is expected to occur upon the repayment of the Indebtedness
on or about the Effective Time.

THE WARRANT AGREEMENT

In consideration for the Guarantee, the Company issued a Warrant to WMX
which is exercisable, in whole or in part, until May 31, 2000, for an
aggregate of 700,000 shares of Common Stock (the "Warrant Shares") at an
exercise price of $15.00 per Warrant Share (the "Exercise Price"). The Warrant
provides further that the acquisition by WMX of any of the Warrant Shares upon
exercise of all or any portion of the Warrant is subject to the ownership
limitation on WMX and its affiliates (the "WMX Group") set forth in the
Standstill and Non-Competition Agreement (the "Standstill Agreement")
described below. The Warrant provides for certain adjustments to the Exercise
Price and/or the number of Warrant Shares purchasable upon exercise in the
event of a stock combination, stock split, a capital reorganization or
reclassification, a merger or consolidation, or a sale or conveyance of all or
substantially all of the Company's assets. Pursuant to the Repurchase
Agreement, the Warrants and the Warrant Agreement shall terminate at the
Common Termination Date.

B-19

THE STANDSTILL AND NON-COMPETITION AGREEMENT

Pursuant to the Reorganization Agreement, the Company, WMX and Rust entered
into a Standstill Agreement providing that the WMX Group will not acquire any
of the Company's Common Stock or any of the Company's other securities
entitled to vote generally for the election of directors ("Voting Securities")
other than pursuant to exercise of the Warrant, or in acquisitions, including
exercise of the Warrant, that do not result in the aggregate ownership by the
WMX Group or more than 40% of the Company's Voting Securities, or such lesser
percentage as may exist from time to time as the result of voluntary
dispositions by the WMX Group (the "Ownership Limit").

Pursuant to the Standstill Agreement, no member of the WMX Group shall
acquire Voting Securities which would result in the WMX Group owning Voting
Securities beyond the Ownership Limit unless the acquisition is (i) made
pursuant to an offer for all of the Company's outstanding Voting Securities at
the same price, and (ii) is approved by either the Company's independent
directors or the Company's shareholders, other than the WMX Group and certain
other shareholders, pursuant to the Control Share Acquisition provisions of
the Company's Amended and Restated Articles of Incorporation. The Standstill
Agreement also provides that if the WMX Group's ownership level falls below
20% of the outstanding Voting Securities, the WMX Group shall have an option
to purchase from the Company sufficient Voting Securities at fair market value
to raise its ownership to not more than 21% of the outstanding Voting
Securities. The WMX Group, pursuant to the Standstill Agreement, agrees, among
other things, not to solicit proxies in opposition to any matter recommended
by a majority of the Company's directors not representing WMX (the "Non-WMX
Directors"), or to solicit a tender offer or business combination.

As long as the WMX Group owns at least 20% of the Voting Securities, the
Company will include as nominees to the Board of Directors a number of WMX
Group designees proportionate to the WMX Group's ownership interest (to the
lowest corresponding whole directorship). Furthermore, so long as the WMX
Group owns at least 20% of the outstanding Voting Securities, WMX shall take
all actions in its control to include at least three independent Directors on
the Company's Board of Directors. The Standstill Agreement provides that the
WMX Group shall vote its Common Stock for the Company's nominees to the Board
of Directors selected by a majority of the Non-WMX Directors. The WMX Group
shall vote on all other matters (i) in accordance with the recommendations of
the majority of the Non-WMX Directors, or (ii) if no recommendation is made,
in the same proportion as other shareholders of the Company shall vote.

Pursuant to the Standstill Agreement, WMX, Rust and their respective wholly-
owned subsidiaries (the "WMX Affiliates") have agreed not to engage in the
business of providing field services for the on-site remediation of hazardous
substances in North America for seven years after the closing except as
otherwise provided in the Standstill Agreement. The Standstill Agreement also
provides that for so long as the WMX Group owns at least 20% of the
outstanding Voting Securities, (i) the Company shall be a preferred provider
of certain environmental remediation services to the WMX Affiliates, and (ii)
the WMX Affiliates shall be preferred providers of engineering, consulting and
design environmental and waste management services to the Company. Also, Rust
will provide the Company access to its engineering, consulting, design and
project management services personnel on the same terms and conditions as Rust
provides them to WMX Affiliates. Additionally, the Standstill Agreement
provides that the WMX Affiliates will contract with the Company for $20
million of environmental remediation services prior to December 31, 1996,
which was extended to December 31, 1997.

Pursuant to the Repurchase Agreement, the foregoing provisions of the
Standstill Agreement will terminate as of the consummation of the Repurchase.

OTHER SERVICES

In 1997, OHMR received from WMX and its affiliates $23,663,946 for
remediation, construction and other services performed by OHMR. OHMR paid
$6,867,570 to WMX and its affiliates for engineering-related and disposal
services.

B-20