EXHIBIT 10.15

PRIVILEGED AND CONFIDENTIAL SETTLEMENT
AND JOINT DEFENSE COMMUNICATION

MEMORANDUM OF AGREEMENT REGARDING COST-SHARING

FOR THE GLENDALE OPERABLE UNIT SUPERFUND SITES

This Memorandum of Agreement (this "Agreement") dated June 7,
1995, is an amendment to the March 1994 Glendale Superfund Site PRP
Organization Agreement ("PRP Agreement"), and is binding upon the undersigned
Parties, as that term is hereafter defined. If there are any ambiguities or
direct conflicts between this Agreement and the PRP Agreement, such ambiguities
shall be resolved pursuant to the terms of this Agreement. Except as amended
hereby, the PRP Agreement remains in full force and effect.

RECITALS

A. Pursuant to the PRP Agreement, the signatories to
that document agreed to a process whereby each signatory was allocated an
interim percentage share of the costs to be jointly incurred in responding to
the United States Environmental Protection Agency's ("EPA") request, pursuant
to Section 106 of the Comprehensive Environmental Response, Compensation and
Liability Act, that the signatories develop the remedial design called for in
the Records of Decision ("RODs") for the Glendale North and Glendale South
Operable Units. The interim cost-sharing allocation was established in January
of 1994.
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B. Of necessity, the interim cost-sharing allocation
that resulted from the foregoing process was developed on an expedited schedule
based on data that were readily available at the time. The Parties now desire
to finally allocate their Shared Costs, as that term is hereafter defined,
between sources located in the Burbank Operable Unit on the one hand and
sources located in the Glendale Operable Units on the other and have agreed
upon a process whereby such allocation is to be accomplished. That process is
the subject of this Agreement.

C. In establishing such a final allocation , it is the
intent of the Parties that (1) the Party located in the Burbank Operable Unit,
Lockheed Martin Corporation ("Lockheed Martin"), be solely responsible for
funding that portion of the Shared Costs attributed to sources of COCs, as that
term is hereafter defined, located in the Burbank Operable Unit and be given
all of the Parties' contribution rights against all persons or entities with
respect to liability for such sources, and (2) as among the Parties, other than
Lockheed Martin, which are all located in the Glendale Operable Units, such
Parties be solely responsible for funding that portion of the Shared Costs
attributed to sources of COCs located in the Glendale Operable Units and be
given all of the Parties' contribution rights against all persons or entities
with respect to liability for those sources.

NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, the undersigned Parties agree as follows:

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1. CONFIDENTIALITY

With the sole exception of the percentage shares set forth in
the final Burbank/Glendale Split Allocation Decision that become binding on the
Parties pursuant to this Agreement, this Agreement and all proceedings
hereunder shall be subject to the "Confidentiality and Use of Information"
provision of the PRP Agreement. This section should be construed in a manner
consistent with the PRP Agreement. Except by Mutual Agreement of the Parties,
none of the Parties shall disclose to any person who is not associated with the
process, including any administrative or judicial officer, any information
regarding the process or outcome of the proceedings, except for its own
presentations to the Panel and the percentage share information discussed
earlier in this section. Notwithstanding the foregoing, the terms of this
Agreement shall be disclosable in any action brought by a Party to enforce or
obtain a judicial interpretation of its provisions.

In addition, the entire allocation process shall be deemed a
compromise negotiation subject to Federal Rule of Evidence 408 and all state
counterparts, together with any applicable statutes protecting the
confidentiality of arbitration. All offers, promises, conduct and statements,
whether oral or written, made in the course of the proceedings by any of the
Participants, their agents, employees, experts or attorneys, shall be
considered confidential. Such offers, promises, conduct and statements shall
also be considered privileged under any applicable arbitration privilege and
shall not be admissible or discoverable for any purpose, including impeachment,
in litigation between the Parties.

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Notwithstanding the foregoing, evidence that is otherwise admissible or
otherwise discoverable shall not be rendered inadmissible or non-discoverable
solely as a result of its presentation or use during these proceedings.

Each Party further hereby agrees that the exchange of any
tangible material or information in connection with these proceedings is for
the sole purpose of this process. Such disclosure shall not be deemed a waiver
of the attorney-client, work product or any other privilege.

2. DEFINITIONS

For purposes of this Agreement, each of the following terms
shall have the indicated meaning:

A. "Allocation Participants" or "Participants" shall
mean all Parties, except Cash-Out Parties and Parties
that withdraw or are removed from the PRP Agreement
for reasons other than payment default or violation
of the confidentiality provisions prior to the date
the Burbank/Glendale Split Allocation Decision is
deemed final.

B. "AOC Compliance Costs" shall mean all costs,
including, but not limited to, administrative costs,
jointly incurred by the Allocation Participants, in
connection with or related to compliance with the
Administrative Order on Consent

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for the Glendale North and Glendale South Operable
Units, dated March 20, 1994.

C. "Burbank/Glendale Split Allocation Decision" shall
mean the aggregate percentage share of Shared Costs
attributable to sources of COCs located in the
Burbank Operable Unit and the aggregate percentage
share of Shared Costs attributable to sources of COCs
located in the Glendale Operable Units as determined
pursuant to the allocation process provided herein.

D. "Burbank Operable Unit" shall mean the geographical
area depicted as Area A on the map attached to this
Agreement as Appendix A. It is the intention of the
Parties that Appendix A be used solely to identify
the location of specific sources of COCs for purposes
of this allocation proceeding and not for any other
purposes.

E. "Cash-Out Parties" shall mean those Parties that
enter a fully executed cash-out agreement with the
other Glendale Members prior to the date the
Burbank/Glendale Split Allocation Decision is deemed
final.

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F. "COCs" shall mean the compounds identified as
contaminants of concern on the list attached to this
Agreement as Appendix B.

G. "Consensus" or "Mutual Agreement" shall mean 90% of
the weighted votes of the Allocation Participants
based on the interim allocation percentages
established pursuant to the PRP Agreement as such
percentages are assigned at the time of any vote
requiring Consensus or Mutual Agreement.

H. "Glendale Members" shall mean all Allocation
Participants other than Lockheed Martin.

I. "Glendale Operable Units" shall mean the geographical
area depicted as Area B on the map attached to this
Agreement as Appendix A. It is the intention of the
Parties that Appendix A be used solely to identify
the location of specific sources of COCs for purposes
of this allocation proceeding and not for any other
purposes.

J. "Interim Remedial Costs" shall mean all costs,
including, but not limited to, administrative costs,
EPA and California past costs, EPA and California
oversight and other site-specific and San Fernando
Valley Basinwide response costs, jointly incurred or
reimbursed by the Allocation

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Participants, in connection with or related to
compliance with a consent decree entered into with or
unilateral order issued by EPA requiring the
construction, operation, maintenance or dismantling
of any interim remedial measure for the Glendale
North and Glendale South Operable Units.

K. "Other Costs" shall mean all costs other than Interim
Remedial Costs and AOC Compliance Costs, including,
but not limited to, the costs of this allocation
proceeding, jointly incurred by the Allocation
Participants in connection with or related to any
interim remedial measure for the Glendale North and
Glendale South Operable Units.

L. "Parties" shall mean all entities that have executed
this Agreement at any time without regard to whether
the entity subsequently withdraws or is removed for
any reason from the PRP Agreement.

M. "Shared Costs" shall mean all Interim Remedial Costs,
AOC Compliance Costs and Other Costs.

3. ALLOCATION PANEL

The Burbank/Glendale Split Allocation Decision shall be
rendered by a panel of not more than three technical experts ("the Panel")
selected by the Allocation Participants in accordance with the procedures
established in this Agreement.

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4. COMPOSITION OF THE PANEL

The Panel shall be composed of not more than three individuals
with expertise in one or more of the scientific disciplines relevant to the
behavior of volatile organic compounds in soil and groundwater and shall be
selected by Mutual Agreement of the Allocation Participants. As of the date of
this Agreement, the Participants have selected Steven M. Gorelick, David A.
Stephenson and David B. McWhorter to serve on the Panel. If one or more of
these individuals should, for any reason, be unable or unwilling to continue
serving on the Panel, the Allocation Participants may select a replacement or
replacements by Consensus.

5. DECISION TO BE RENDERED BY THE PANEL

The Panel, by concurrence of two or more members, shall
prepare and deliver by facsimile transmission and next day delivery service to
all Allocation Participants a written determination, with supporting rationale,
for the Burbank/Glendale Split Allocation Decision. In rendering the
Burbank/Glendale Split Allocation Decision, the Panel shall distribute any
percentage share attributable to sources of COCs located in the Burbank
Operable Unit that are not Allocation Participants to Lockheed Martin and any
percentage share attributable to sources of COCs located in the Glendale
Operable Units that are not Allocation Participants to the Glendale Members.

The Panel shall be the sole judge of the facts and arguments
presented by the Allocation Participants. In reaching the Burbank/Glendale
Split Allocation Decision, the Panel shall

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exercise its best technical judgment based on all of the information presented
to it during the allocation proceedings to assign to (1) Lockheed Martin that
percentage share of the Shared Costs for which Burbank Operable Unit sources of
COCs are responsible, and (2) Glendale Members that percentage share of Shared
Costs for which Glendale Operable Units sources of COCs are responsible. The
Panel shall be free to consider any allocation theory advanced by an Allocation
Participant or developed by the Panel. In the absence of sufficient geologic,
hydrogeologic, soil or groundwater information to adequately support any such
decision, the Panel may use such additional technical, operational and
scientific information as it deems relevant to render the Burbank/Glendale
Split Allocation Decision. Absent extraordinary circumstances, the Panel shall
render the Burbank/Glendale Split Allocation Decision in accordance with the
schedule attached to this Agreement as Appendix C.

6. APPEAL OF PANEL ACTIONS

Any Allocation Participant shall have the right to make a
written request for a decision from an independent judicial neutral ("Judicial
Neutral") selected by a Consensus of the Allocation Participants concerning
whether an action taken by the Panel is (1) in conflict with this Agreement or
any written procedural rules adopted by Mutual Agreement among the Allocation
Participants, (2) based upon a clear error of fact, or (3) subject to reversal
based on the standards set forth in California Code of Civil Procedure Section
1286.2(a), (b) or (d). There shall be no other basis for appealing an action
taken by the Panel to the Judicial

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Neutral, who shall be an attorney or a retired judge. As of the date of this
Agreement, the Allocation Participants have selected Harry V. Peetris to serve
as the Judicial Neutral. If, for any reason, the person selected to serve as
the Judicial Neutral is unable or unwilling to continue so serving, the
Participants shall select a replacement by Consensus.

Prior to the date the Burbank/Glendale Split Allocation
Decision is rendered, requests for a decision by the Judicial Neutral may be
made by any Allocation Participant at any time, provided that (1) any issue
raised by the request has already been presented to the Panel and the Panel has
had a reasonable opportunity to respond to the issue, and (2) oral or written
notice of the request has been given to the Panel and to all of the other
Allocation Participants, who shall be provided with 7 days to respond in
writing to the request; however, any request for a decision by the Judicial
Neutral concerning whether action taken by the Panel is subject to reversal
based on the standards set forth in California Code of Civil Procedure Section
1286.2(a), (b) or (d) may be made without first presenting the issue to the
Panel. Notwithstanding the foregoing, the Participants can by Mutual Agreement
follow a different procedure.

After the date the Burbank/Glendale Split Allocation Decision
is rendered, any request for a decision by the Judicial Neutral shall be
treated as an appeal of the Burbank/Glendale Split Allocation Decision. To be
timely, such an appeal (1) must be submitted to the Judicial Neutral within 7
days after the date the

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Burbank/Glendale Split Allocation Decision was delivered to the appealing
Allocation Participant, and (2) on the same date the appeal is submitted to the
Judicial Neutral, written notice of the appeal by next day delivery service
must be given to the Panel and to all of the other Allocation Participants,
each of which shall have 7 days from delivery of the notice to submit a written
response to the Judicial Neutral, which response shall be transmitted by next
day delivery service to the Panel and to all of the other Allocation
Participants on the same date the response is submitted.

Decisions rendered by the Judicial Neutral shall be binding
upon the Panel, which is hereby instructed to act in accordance therewith in
completing its proceedings. Such decisions by the Judicial Neutral shall not
be appealable by any Party. If the Burbank/Glendale Split Allocation Decision
is not appealed in a timely manner or it is revised to conform to any
instructions issued by the Judicial Neutral following a timely appeal, the
Burbank/Glendale Split Allocation Decision shall not be subject to further
modification. The Burbank/Glendale Split Allocation Decision shall be deemed
final on the date that the Judicial Neutral transmits written notification to
all Allocation Participants by facsimile transmission and next day delivery
service that all timely appeals, if any, have been concluded and the Panel's
Burbank/Glendale Split Allocation Decision is not subject to further
modification.

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7. PROCEDURAL INQUIRIES BY THE PANEL

In the event of controversy, confusion or uncertainty over any
issue relating to the rules or to the integrity of the allocation process, the
Panel (or any member(s) thereof) may pose a question, in writing, to the
Chairperson of the Allocation Committee ("Chairperson"), who shall promptly
transmit the written question to the Allocation Participants for resolution.

8. EFFECT OF THE BURBANK/GLENDALE SPLIT ALLOCATION
DECISION

(a) The Binding Effect of the Burbank/Glendale Split
Allocation Decision:

At such time as the Burbank/Glendale Split Allocation
Decision becomes final, it shall not be subject to further administrative or
judicial review, and each of the Parties hereby agrees that, in any subsequent
judicial or administrative proceeding, at the request of any Party, the
aggregate percentage shares assigned to the two groups of sources in the
Burbank/Glendale Split Allocation Decision shall be entered as a binding and
non-appealable stipulated factual finding and may also be entered as a judgment
in any court of competent jurisdiction.

(b) Effect of the Burbank/Glendale Split Allocation
Decision on the Obligations of Lockheed Martin:

When the Burbank/Glendale Split Allocation Decision becomes
final, the Lockheed Martin percentage share of Shared Costs which it was
obligated to pay prior to such decision and which it is obligated to pay after
such decision shall be adjusted to

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correspond to the aggregate percentage share attributed to Burbank Operable
Unit sources of COCs in the Burbank/Glendale Split Allocation Decision.

When the Burbank/Glendale Split Allocation Decision becomes
final, the aggregate percentage share of Shared Costs that the Glendale Members
were obligated to pay prior to such decision and which the Glendale Members are
obligated to pay after such decision shall be adjusted to correspond to the
aggregate percentage share attributed to Glendale Operable Units sources of
COCs in the Burbank/Glendale Split Allocation Decision. However, nothing in
this Agreement shall be construed to make final the interim cost-sharing
allocation established in January of 1994 pursuant to the PRP Agreement.

9. ASSIGNMENT OF CONTRIBUTION RIGHTS

The Parties hereby agree that Lockheed Martin shall have the
exclusive right among the Parties to assert claims for contribution against all
persons and entities that any Party contends have any responsibility or
liability for Shared Costs because of their relationship to a source of COCs
located in the Burbank Operable Unit, and that the Parties, other than Lockheed
Martin, shall have the exclusive right to assert claims for contribution
against all persons and entities that any Party contends have responsibility or
liability for Shared Costs because of their relationship to a source of COCs
located in the Glendale

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Operable Units. All of the Parties shall preserve their respective
contribution rights against all persons and entities asserted to have
responsibility or liability for Shared Costs because of their relationship to a
source of COCs located outside the Burbank Operable Unit and Glendale Operable
Units.

10. PRESENTATIONS TO THE PANEL

Each of the Allocation Participants shall have the right to
present any information to the Panel the Participant determines is appropriate
to assist the Panel in rendering the Burbank/Glendale Split Allocation
Decision, subject to the limitations set forth in this Agreement or any written
procedural rules established by a Consensus of the Allocation Participants.

(a) Written Submittals

Any briefs submitted to the Panel in accordance with the
schedule attached to this Agreement as Appendix C shall be comprised of no more
than 30 pages of double-spaced type on letter-sized paper, excluding any
attached graphics, charts or other explanatory exhibits. The only other
limitation on the type of information that may be presented to the Panel in a
written submittal shall be that the information cannot reveal any Party's
current or previous interim allocated share of costs with respect to the
Glendale North and Glendale South Operable Units, the views or opinions of the
mediation team that developed the January 1994 interim allocation regarding
adequacy of the data, or any allocation decisions which that team rendered.

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(b) Workshops Conducted By The Panel

Workshops at which each Allocation Participant shall have the
right to make such additional oral and graphic presentations to the Panel as
the Participant deems appropriate or the Panel may request shall be held in
accordance with the schedule attached to this Agreement as Appendix C or at
such other times as the Allocation Participants determine by Mutual Agreement.
However, the Panel shall have the right to limit the Allocation Participant's
right to make oral and graphic presentations or decline to hear or receive
information from a Participant which the Panel deems to be redundant or of no
significant value in arriving at the Burbank/Glendale Split Allocation
Decision. Only Allocation Participant representatives, their attorneys and
experts, the Panel members and the Judicial Neutral may attend such workshops.

All workshops shall be informal in nature and designed to aid
the Panel in promptly arriving at the Burbank/Glendale Split Allocation
Decision. To that end, the Panel may establish such limitations on the time
allotted for individual Allocation Participants to address the Panel and the
order in which presentations shall be made as it determines to be efficient and
equitable, with a view toward assuring that each Participant has a reasonable
opportunity to provide the Panel with all relevant information it wishes to
present.

The only limitation on the types of information that may be
presented to the Panel at a workshop shall be that the information cannot
reveal a Party's current or previous interim

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allocated share of costs with respect to the Glendale North and Glendale South
Operable Units, the views or opinions of the mediation team that developed the
January 1994 interim allocation regarding adequacy of the data, or any
allocation decisions which that team rendered.

11. GENERAL DATA SUBMISSIONS TO THE PANEL

The allocation administrator shall be responsible for making
all general data submissions to the Panel and for receiving any requests from
the Panel for general information not primarily related to the presentation by
a specific Allocation Participant. As of the date of this Agreement, the
Participants have selected Boone & Associates, located at 901 Corporate Center
Drive, Suite 204, Monterey Park, California 91754, telephone number (213)
261-3771, as the allocation administrator. The allocation administrator shall
promptly report to the Allocation Participants in writing any request for
information received from the Panel and obtain the Mutual Agreement of the
Participants before providing information to the Panel in response to such a
request. The initial general data submission to the Panel consists of the
documents listed in Appendix D.

12. COMMUNICATIONS WITH THE PANEL

All written communications intended for transmittal to the
Panel shall be delivered to the allocation administrator in multiple sets of
five. Within one business day of receipt, the allocation administrator shall
transmit one copy of the communication to each of the Panel members. The other
two copies

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shall be retained in the allocation document repository established by the
allocation administrator and shall be accessible to all Participants and their
experts, Panel Members and the Judicial Neutral during regular business hours.
At the same time that the allocation administrator transmits any communication
to the Panel, he or she shall provide each Allocation Participant by facsimile
transmission with a copy of the covering transmittal document, which shall
contain a brief description of each communication being transmitted to the
Panel. Any Allocation Participant desiring a copy of a communication
transmitted to the Panel may obtain same by contacting the allocation
administrator or the Participant that provided the communication to the
allocation administrator and paying any associated copying charges. Other than
the Chairperson, no Allocation Participant, its attorney or expert shall
contact a member of the Panel except as provided in this Agreement.

13. DOCUMENT REPOSITORIES

On or before the date indicated in the schedule attached to
this Agreement as Appendix C, each Glendale Member shall deliver the following
information to the document repository established pursuant to Section 12 of
this Agreement:

1) An index by chronological date of all documents
submitted by the Party, with each document identified
by date, title, subject and author.

2) A copy of each document submitted to a governmental
entity containing information pertaining to usage

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of COCs at the site for which a Remedial Design
Notice letter has been received by the Party
("RDN site").

3) A copy of each non-privileged document, excluding any
drafts and consultant proposals for services, in the
possession, custody or control of the Party relating
to the RDN site containing, discussing or analyzing:
(a) data relating to site soils, geology or
hydrology; (b) the absence or presence of COCs in the
air, soils, surface water or groundwater; and (c)
releases of COCs to the air, soils, surface water or
groundwater.

All documents and data submitted by a Party as part of any
prior allocation proceeding conducted pursuant to the PRP Agreement shall be
placed in the document repository established pursuant to Section 12 of this
Agreement. However, a Party shall have the right to remove any attorney client
communications from such documents prior to the time such documents are made
available to Allocation Participants. No Party shall be required to resubmit
documents or data which have already been placed in the document repository.

Should any Glendale Member claim that documents otherwise
required to be submitted pursuant to this section are subject to a privilege
under State or Federal law or documents claimed as privileged are removed from
the document repository by

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such Member, the Glendale Member may withhold the document for which legal
privilege is claimed, but shall provide a log showing the date, author, title,
general subject matter and basis for asserting privilege with respect to the
document; provided however, a Glendale Member is not required to include in
such log draft documents, attorney client communications or consultant
proposals for services. All disputes regarding the assertion of privileges
shall be brought to the Judicial Neutral for prompt resolution.

In lieu of compliance with the foregoing requirements, on or
before the date indicated in the schedule attached to this Agreement as
Appendix C, Lockheed Martin shall make available all documents in the Lockheed
Martin Burbank Program Office Technical Information Center, at 2550 North
Hollywood Way, Suite 500, in Burbank, California, and in the Hargis &
Associates technical library, at 2223 Avenida De La Playa, Suite 300, in La
Jolla, California, relating to facilities that Lockheed Martin owns within the
Burbank Operable Unit or considers to be responsible for the groundwater
contamination problem addressed by the Burbank Operable Unit Interim Remedy
that would be covered by subparagraphs 2) and 3) of this Section if the
facilities were RDN sites.

Lockheed Martin represents that these documents fully satisfy
the document submission standards set forth for the Glendale Members.

Should Lockheed Martin claim that documents otherwise required
to be submitted pursuant to this section are subject to a

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privilege under State or Federal law or documents claimed as privileged are
removed from the document repository by Lockheed Martin, Lockheed Martin may
withhold the document for which legal privilege is claimed, but shall provide a
log showing the date, author, title, general subject matter and basis for
asserting privilege with respect to the document; provided however Lockheed
Martin is not required to include in such log draft documents, attorney client
communications or consultant proposals for services. All disputes regarding
the assertion of privileges shall be brought to the Judicial Neutral for prompt
resolution.

Until the date set forth in the schedule attached to this
Agreement as Appendix C, all Allocation Participants shall be under a
continuing obligation to deliver to the document repository established
pursuant to Section 12 of this Agreement any documents containing material new
information the Participant becomes aware of that are within the scope of the
submittal requirements in this section. Such supplemental submissions shall be
made within 10 days after the Participant first learns of the existence of such
documents.

All submittals to the document repository established pursuant
to Section 12 of this Agreement shall be accompanied by a verification in the
form attached to this Agreement as Appendix E, executed by an authorized
representative of the Party making the submittal, verifying that the Party has
made a good faith effort and diligent investigation to comply with the
requirements of this Section.

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14. NO RIGHT TO DISCOVERY

Except as set forth in this Agreement, no Party shall be
entitled to obtain information or documents from another Party through this
allocation proceeding. Nor shall any Party have the right to depose or orally
examine any Party or its expert at any workshop conducted by the Panel or
otherwise as part of these proceedings. Notwithstanding the foregoing, the
Panel, in its sole discretion, may allow any Allocation Participant, its
attorney or expert to address questions to or make oral or written comments in
response to any person providing oral or graphic information to the Panel at a
workshop.

15. ADDITIONAL PROCEDURAL REQUIREMENTS

The procedural requirements established by this Agreement can
be supplemented or modified at any time by procedural rules adopted by a
Consensus of the Allocation Participants. Such rules shall be in writing and
may only be adopted (1) during a workshop conducted pursuant to Section 10 of
this Agreement, or (2) at a meeting or via a teleconference of the Participants
called and held for that purpose on at least three days written notice.

16. NONWAIVER OF OTHER CLAIMS OF PARTIES

Except as provided in Section 8 of this Agreement (The Binding
Effect of the Burbank/Glendale Split Allocation Decision), participation in the
allocation process established pursuant to this Agreement shall not constitute
a waiver of, or prejudice to, any position a Party has taken or may take in any
other administrative or judicial proceeding.

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17. SURVIVAL OF AMENDMENT

This Agreement cannot be amended without the written Consensus
of the Allocation Participants. All such amendments shall inure to the benefit
of and be binding upon all Parties who are Allocation Participants at the time
of the amendment notwithstanding the subsequent withdrawal or removal of any
such Allocation Participant from the Glendale PRP Group.

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

IN WITNESS WHEREOF, the undersigned Party enters into this
Agreement and amendment to the PRP Agreement as of the date first set forth
above. Each person signing this document represents and warrants that he or
she has been duly authorized to enter into this Agreement by the Party on whose
behalf it is indicated the person is signing.

PARTY: A.C. LAYNE, INC.
------------------------------------

BY: MICHAEL D. LEE, PRES.
------------------------------------
(Name and Title)

SIGNATURE: /s/ MICHAEL D. LEE
------------------------------------

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17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: ADMIRAL CONTROL INC.
------------------------------------

BY: DAVID J. HIGGINS, PRES.
------------------------------------
(Name and Title)

SIGNATURE: /s/ DAVID J. HIGGINS
------------------------------------

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17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: AMERICAN METASEAL
------------------------------------

BY: RICARDO CANALES, PRESIDENT
------------------------------------
(Name and Title)

SIGNATURE: /s/ RICARDO CANALES
------------------------------------

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17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: BROCK BUS LINES
------------------------------------

BY: RUTH BINZLEY -- SECT/TREAS.
------------------------------------
(Name and Title)

SIGNATURE: /s/ RUTH BINZLEY
------------------------------------

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17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: BURBANK STEEL TREATING INC.
------------------------------------

BY: MILDRED N. BENNETT -- SEC-TR
------------------------------------
(Name and Title)

SIGNATURE: /s/ MILDRED N. BENNETT
------------------------------------

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17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: COORTAULDS AEROSPACE
------------------------------------

BY: TED CLARK, V.P. & GENERAL MANAGER
------------------------------------
(Name and Title)

SIGNATURE: /s/ TED CLARK
------------------------------------

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17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: CREDIT MANAGERS ASSN. OF CALIFORNIA
------------------------------------

BY: DAVID F. MACOMBER, VP & CFO
------------------------------------
(Name and Title)

SIGNATURE: /s/ DAVID F. MACOMBER
------------------------------------

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17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: EEMCO DIV., DATRON INC.
------------------------------------------

BY: DANIEL F. O'SULLIVAN, DIRECTOR OF FINANCE & ADMINISTRATION
------------------------------------------
(Name and Title)

SIGNATURE: /s/ DANIEL F. O'SULLIVAN
------------------------------------------

22
30
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: EXCELLO PLATING CO.
------------------------------------

BY: GLEN HARLEMAN, PRES/OWNER
------------------------------------
(Name and Title)

SIGNATURE: /s/ GLEN HARLEMAN
------------------------------------

22
31
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: HASKEL INTERNATIONAL, INC.
------------------------------------

BY: EDWARD MALKOWICZ, CHAIRMAN
------------------------------------
(Name and Title)

SIGNATURE: /s/ EDWARD MALKOWICZ
------------------------------------

22
32
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: ITT CORPORATION
------------------------------------------

BY: ROGER W. LANGSDORF, ASST. GENERAL COUNSEL
------------------------------------------
(Name and Title)

SIGNATURE: /s/ ROGER W. LANGSDORF
------------------------------------------

22
33
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: LANCO METALS
------------------------------------

BY: STEPHEN P. SAURENMAN, V.P.
------------------------------------
(Name and Title)

SIGNATURE: /s/ STEPHEN P. SAURENMAN
------------------------------------

22
34
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: LOCKHEED MARTIN CORPORATION
---------------------------------------

BY: GREGORY R. McCLINTOCK, RETAINED COUNSEL
---------------------------------------
(Name and Title)

SIGNATURE: /s/ GREGORY R. McCLINTOCK
---------------------------------------

22
35
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: LORAL LIBRASCOPE CORPORATION
------------------------------------

BY: DAVID SWEET - VICE PRESIDENT
------------------------------------
(Name and Title)

SIGNATURE: /s/ DAVID SWEET
------------------------------------

22
36
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: MENASCO
-------------------------------------

BY: CHARLES H. POMEROY, ATTY. FOR MENASCO
-------------------------------------
(Name and Title)

SIGNATURE: /s/ CHARLES H. POMEROY
------------------------------------

22
37
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: PACIFIC BELL
------------------------------------

BY: IRENE SOTO, ENV. MGR.
------------------------------------
(Name and Title)

SIGNATURE: /s/ IRENE SOTO
------------------------------------

22
38
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: PHILIPS COMPONENTS, A DIVISION OF
PHILIPS ELECTRONICS N. AMERICA CORP.
-------------------------------------------

BY: JOSEPH L. WOLF JR., DIV. ENVIRONMENTAL MGR.
-------------------------------------------
(Name and Title)

SIGNATURE: /s/ JOSEPH L. WOLF JR.
-------------------------------------------

22
39
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
-------------------------------------------

BY: ANA M. PEREZ, VICE PRESIDENT
-------------------------------------------
(Name and Title)

SIGNATURE: /s/ ANA M. PEREZ
-------------------------------------------

22
40
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: RALPHS GROCERY COMPANY
--------------------------------------------------

BY: JAN CHARLES GRAY -- SENIOR VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY
--------------------------------------------------
(Name and Title)

SIGNATURE: /s/ JAN CHARLES GRAY
--------------------------------------------------

22
41
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: SOUTHERN PACIFIC TRANSPORTATION CO.
------------------------------------

BY: ROBERT F. STARZEL, VICE CHAIRMAN
------------------------------------
(Name and Title)

SIGNATURE: /s/ ROBERT F. STARZEL
------------------------------------

22
42
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: VICKERS, INC. (STERER ENGINEERING & MFG. CO.)
------------------------------------------------

BY: MADONNA F. McGRATH, SENIOR ATTY-ENVIRONMENTAL
------------------------------------------------
(Name and Title)

SIGNATURE: /s/ MADONNA F. McGRATH
------------------------------------------------

22
43
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: VORELCO/VOLKSWAGEN OF AMERICA, INC.
------------------------------------

BY: LEIGH TAYLOR COMBS
------------------------------------
(Name and Title)

SIGNATURE: /s/ LEIGH TAYLOR COMBS
------------------------------------

22
44
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: W&W MANUFACTURING CO.
------------------------------------

BY: AARON ROSEN, ATTORNEY
------------------------------------
(Name and Title)

SIGNATURE: /s/ AARON ROSEN
------------------------------------

22
45
17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: THE WALT DISNEY COMPANY
------------------------------------

BY: MANUEL G. GRACE
------------------------------------
(Name and Title)

SIGNATURE: /s/ MANUEL G. GRACE
------------------------------------

17. SURVIVAL OF AMENDMENT

18. SECTION HEADINGS

The section headings used herein are for reference and
convenience only and shall not enter into the interpretation of this Agreement.

PARTY: ZERO CORPORATION
------------------------------------

BY: ANITA T. CUTCHALL, CORP. SECTY.
------------------------------------
(Name and Title)

SIGNATURE: /s/ ANITA T. CUTCHALL
------------------------------------

47
MAP

AREA A: BURBANK OPERABLE UNIT

AREA B: GLENDALE OPERABLE UNITS

APPENDIX A
48
CONTAMINANTS OF CONCERN

Benzene
Carbon Tetrachloride
1,1-Dichloroethane
1,2-Dichloroethane
1,1-Dichloroethene
Methylene Chloride
1,1,2,2-Tetrachloroethane
Tetrachloroethene
Toluene
1,1,1-Trichloroethane
Trichloroethene
1,1,2,2-Tetrachloroethene
2-Butanone (MEK)
1,2-Dichloroethene (total)
Vinyl chloride
Xylene (total)
Nitrates

APPENDIX B

49
ALLOCATION SCHEDULE

Process Starts -- Facility Data Submittal to On or before
Document Repository 6/7/95

Opening Briefs 6/7/95

Responsive Briefs 6/30/95

1st Workshop 7/15-16/95

Panel Report on 1st Workshop 8/7/95

Last Date to Submit New Facility Data 8/14/95

Supplemental Briefs 9/1/95

2nd Workshop 9/13-14/95

Panel Issues Proposed Allocation 10/13/95

PRPs Respond to Proposed Allocation 10/27/95

Panel's Allocation Decision 11/3/95

Deadline for Filing Appeals to Judicial Neutral On or about 11/10/95

Responses to Appeals On or about 11/17/95

Judicial Neutral Rules On or about
11/27/95

Process Concludes -- Panel Issues Final Decision --
Based on Results of Appeal

APPENDIX C

50
INITIAL DATA SUBMISSION TO PANEL

Remedial Investigation Report for the Glendale Study Area, Vol. 1 & 2, J.M.
Montgomery, January 92

Feasibility Study for the Glendale Study Area North Plume Operable Unit, J.M.
Montgomery, April 92

Feasibility Study for the Glendale Study Area South Operable Unit, J.M.
Montgomery, August 92

Remedial Investigation of Groundwater Contamination in the San Fernando Valley
(5 Volumes), J.M. Montgomery, December 92

San Fernando Basin Water Management: San Fernando Valley Superfund Site,
CH2MHill, January 94

San Fernando Basin Groundwater Model Documentation: San Fernando Valley
Superfund Site, CH2MHill, October 94

Glendale North and South Operable Unit Record of Decision, USEPA, June 93

Administrative Order on Consent, USEPA, May 94

Glendale North and South Operable Units Remedial Design: Conceptual Remedial
Design Report, CDM, February 95

Water Level Elevation Contour Maps, Upper Los Angeles River Watermaster,
1950-1969, 1988, 1993

Water Level Elevation Contour Maps, Upper Los Angeles River Watermaster,
1958-1992

Record of Decision for the Burbank Well Field Operable Unit, 5/89

Operable Unit Feasibility Study, Burbank Well Field, Vols. 1-2, 10/88 (James
Montgomery)

Phase I Final Remedial Design Report, Burbank Operable Unit, Vols. 5 and 6,
9/30/93, Simon Hydro-Search

Remedial Investigation Report, Vols. 1-3, 12/92 (James Montgomery)

Final Phase I Conceptual Remedial Design Report, Burbank Operable Unit, Vols.
1-2 1/19/93, Simon Hydro-Search

APPENDIX D

51
VERIFICATION

The undersigned hereby verifies that a good faith and diligent
investigation has been undertaken to identify all information required to be
produced to the allocation document repositories established pursuant to
Section 13 of the Memorandum of Agreement Regarding Cost-Sharing dated June 7,
1995 (the "Information"), and that all such Information has been forwarded to
the appropriate document repository. The undersigned further acknowledges that
it is under a duty to supplement or correct the Information and hereby verifies
that it will produce any subsequently discovered, corrected or newly generated
or received Information to the document repository within ten days of the
discovery, receipt or generation of such Information.

This verification is made under penalty of perjury and is
executed on 11/22, 1995 at GLENDALE, CALIF.

APPENDIX E

52
VERIFICATION

This verification is made under penalty of perjury and is
executed on ______________, 1995 at ______________________.

APPENDIX E
53
VERIFICATION

/s/ AARON RESEN

This verification is made under penalty of perjury and is
executed on November 14, 1995 at Glendale, Calif.

APPENDIX E