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                                                                  EXHIBIT 10.68


                              ASSUMPTION AGREEMENT

                 THIS AGREEMENT is made this 1st day of July, 1995, by and 
between SOUTH SEAS MOTORS, INC., a Hawaii corporation (the "Company") and ALAN 
ROBIN (the "Employee).

                                   RECITALS:

                 A.       Employee is the President and Chief Executive Officer
of the Company.

                 B.       Employee is the President and Chief Executive Officer
of Pacific International Services Corp., a California corporation ("PISC") .

                 C.       The Company is a wholly-owned subsidiary of PISC.

                 D.       Employee and PISC have entered into that certain 
Amended Employment Agreement dated effective January 1, 1995 (the "Employment
Agreement").

                 E.       In his capacity as President and Chief Executive
Officer of the Company, Employee performs substantial services to and for
benefit of the Company.

                 F.       The Company will derive a substantial benefit from
the Employment Agreement and is willing to assume the obligations of PISC
thereunder, jointly and severally with PISC.

                 NOW, THEREFORE, in consideration of the services performed by
Employee to and for the benefit of the Company, the Company hereby assumes and
agrees to observe and perform (jointly and severally with PISC) each and every
duty, agreement and obligation on the part of PISC to be observed or performed
under the Employment Agreement, including but not limited to the payment of any
amounts due and payable thereunder. Notwithstanding the foregoing, the
Company's assumption hereunder shall be limited to the assumption of the
obligations of PISC, under the Employment Agreement for a period of three (3)
years, commencing on July 1, 1995 and ending on June 30, 1998.  Nothing herein
shall affect the employment relationship between PISC and Employee, and such
dual employment shall not result in any increase in Employee's compensation or
benefits under the Employment Agreement.  Unless otherwise determined by the
Company, Employee shall continue to receive all of his compensation and
benefits under the Employment Agreement from PISC.

                 Employee hereby consents to the assumption of the Employment
Agreement by the Company, provided that such consent shall not be construed as
a waiver of any term, covenant or condition contained in the Employment
Agreement.





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                 IN WITNESS WHEREOF, the parties have executed this instrument
as of the date first above written.


                                       SOUTH SEAS MOTORS, INC.


                                       By       /s/  RICHARD BAUMAN
                                         ------------------------------------
                                          Its       VICE PRESIDENT CFO
                                                       THE "Company"


                                                   /s/  ALAN ROBIN
                                       --------------------------------------
                                                        ALAN ROBIN
                                                        "Employee"




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