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                                                               Exhibit 10(ii)26

                      MASTER EQUIPMENT LEASE AGREEMENT
                      --------------------------------

                                                                   No.
                                                                       -------

This is a Master Equipment Lease Agreement between National City Leasing
Corporation, a Kentucky corporation, whose principal office is located at
101 South Fifth Street, Louisville, Kentucky 40202 ("National City") and OHM
Remediation Services Corp., an Ohio corporation, whose principal office is
located 16406 U.S. Route 224 East, Findlay, Ohio 45840 ("Lessee").

1.  LEASE. National City agrees to lease to Lessee and Lessee agrees to lease
    from National City, subject to the terms and conditions set forth herein,
    the items of personal property (the "Equipment") described in each
    Equipment Schedule (a "Schedule") executed and delivered by the parties
    hereto and incorporating the terms of this Master Equipment Lease
    Agreement by reference therein (the "Lease"). The terms "Agreement",
    "hereof", "herein", and "hereunder", when used in this Lease, shall mean
    this Lease, each Schedule and any schedule thereto. This Agreement
    constitutes an agreement of lease and nothing herein contained shall be
    construed as conveying to Lessee any right, title, or interest in the
    Equipment except as lessee only. The parties agree that this Lease is a
    "Finance Lease" as defined in (S)2A-103(q) of the Uniform Commercial Code
    ("UCC"). Lessee acknowledges either

    (a)  that Lessee has reviewed and approved any written Supply Contract (as
         defined in UCC (S)2A-103(y)) covering the Equipment purchased from the
         Supplier (as defined in UCC (S)2A-103(x))thereof for lease to Lessee or

    (b)  that National City has informed or advised Lessee, in writing, either
         previously or by this Lease of the following:

         (i)   the identity of the Supplier;

         (ii)  that the Lessee may have rights under the Supply Contract; and

         (iii) that the Lessee may contract the Supplier for a description of
               any such rights Lessee may have under the Supply Contract

2.  TERM; ACCEPTANCE; RENT; RETURN. The term of lease of each item of
    Equipment shall commence date the Lessee accepts the Equipment (the
    "Commencement Date") as evidenced by the acceptance of the Equipment
    covered thereby for all purposes of this Agreement. Lessee shall pay to
    National City (at National City's office specified above, or as National
    City may otherwise designate), rent as specified in each Schedule. Each
    date on which an installment of rent is payable is hereinafter
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    called a "Rent Payment Date". As to each Schedule the first Rent Payment
    Date shall be the Rent Payment Date set forth therein, with the succeeding
    Rent Payment Dates on the corresponding day of each month thereafter. In
    addition, if applicable, Lessee shall pay interim rent for the period
    between the Commencement Date and the first Rent Payment Date, based on a
    30-day month and the number of days between the Commencement Date and the
    first Rent Payment Date. Lessee shall also pay to National City, on
    demand, a late payment charge of 1 % of each installment of rent and any
    other amount owing hereunder which is not paid when due. Unless the Lessee
    elects otherwise pursuant to Section 20, upon the expiration or earlier
    termination of the term of lease of each item of Equipment leased
    hereunder, Lessee shall at its expense return such item to National City
    at such location as National City may designate, in the condition required
    to be maintained by Section 7 hereof.

3.  NO WARRANTIES. Lessee acknowledges that: National City is the manufacturer
    of the Equipment nor the manufacturer's agent nor a dealer therein; and
    NATIONAL CITY HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR
    WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY,
    FITNESS, CONDITION, DESIGN OR OPERATION OF THE EQUIPMENT, ITS FITNESS FOR
    A PARTICULAR PURPOSE, THE QUALITY OR CAPACITY OF THE MATERIALS IN THE
    EQUIPMENT OR WORKMANSHIP IN THE EQUIPMENT NOR ANY OTHER REPRESENTATION OR
    WARRANTY OF ANY KIND WHATSOEVER. Lessee confirms that it has made (or will
    make) the selection of each item of Equipment on the basis of its own
    judgment and expressly disclaims reliance upon any statements,
    representations or warranties made by National City. National City shall
    not be liable to Lessee for any matter relating to the ordering,
    manufacture, purchase, delivery, assembly, installation, testing,
    operation or expense of any kind caused by the Equipment. National City
    shall not be liable for any consequential damages as that term is used in
    UCC (S)2-719(3). National City hereby assigns to Lessee all rights which
    National City has or may acquire against any manufacturer, supplier, or
    contractor with respect to any warranty and representation relating to the
    Equipment leased hereunder. Lessee acknowledges that Lessee has reviewed
    and approved the Purchase Order, Supply Contract or Purchase Agreement
    covering the Equipment purchase from the vendor or Supplier thereof for
    lease to Lessee.

4.  EQUIPMENT TO REMAIN PERSONAL PROPERTY; LOCATION; IDENTIFICATION:
    INSPECTION. Lessee represents that the Equipment shall be and at all times
    remain separately identifiable personal property. Lessee shall, at its
    expense, take such action as may be necessary to prevent any third party
    from acquiring any right to or interest in the Equipment by virtue of the
    Equipment being deemed to be real property or a part of other personal
    property and shall indemnify National City against any loss which it may
    sustain by reason of Lessee's failure to do so, unless such person is
    claiming the right or interest by, through or under National City. Upon
    the request of National City, which shall not be more frequently than once
    each calendar quarter, Lessee shall provide National City with a periodic
    list of the location of the Equipment. If requested by National City,
    Lessee shall attach to and maintain on the Equipment a conspicuous plate
    or marking disclosing ownership therein. National City or its
    representatives may, at reasonable times, inspect the Equipment.

5.  TAXES; INDEMNITY. Lessee agrees to pay, and to indemnify and hold National
    City harmless from, all license fees, assessments, and sales, use,
    property, excise and other taxes and charges(other than federal income
    taxes and taxes imposed by any other jurisdiction which are based on, or
    measured by,

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    the net income of National City for reasons other than the ownership or
    leasing of the Equipment in that jurisdiction) imposed upon or with
    respect to

    (a)  the Equipment or any part thereof arising out of or in connection
         with the shipment of Equipment or the possession, ownership, use or
         operation thereof, or

    (b)  this Agreement or the consummation of the transactions herein
         contemplated.

    National City shall prepare and file any and all returns required in
    connection with the obligations which Lessee has assumed under this
    section, except such filings as National City may, at its option, direct
    Lessee to make. Each party shall upon request furnish the other a copy of
    any such filing made or governmental invoice received covering such
    obligations. Lessee further agrees to assume liability for, and to
    indemnify and hold National City harmless against, all claims, costs,
    expenses, damages and liabilities arising from or pertaining to the
    manufacture, assembly, installation, ownership, use, possession and
    operation of the Equipment, including, without limitation, latent and
    other defects, whether or not discoverable by Lessee or any other person,
    any expense, liability or loss directly or indirectly related to or
    arising out of any injury to any person or tangible or intangible
    property, whether arising from negligence or under any theory of strict or
    absolute liability or any other cause, or any claim for patent or
    copyright infringement, together with all legal fees and expenses
    reasonably incurred by National City in connection with any liability
    asserted against it, whether groundless or otherwise. Lessee shall, and
    shall cause all other persons, if any, operating or in possession of the
    Equipment to, comply at all times and in all respects with all laws
    (whether federal, state, or local and whether statutory, administrative,
    judicial, or other) and with every lawful governmental order (whether
    administrative or judicial) pertaining to the operation, and use of the
    Equipment and, without limiting the generality of the foregoing, will, and
    will cause each such person to,

    (i)  operate, and use the Equipment in compliance with all Environmental
         Laws and handle all Hazardous Materials in compliance therewith, and

   (ii)  comply with and keep in full effect each approval, certification,
         license, permit, or other authorization required by any Environmental
         Law for the conduct of any activity upon or within the Equipment,

         and will indemnify National City from and against any and all
         liabilities and any and all fees, costs and expenses arising out of
         use of the Equipment for the purposes of cleaning, treatment, storage
         or transportation of hazardous materials.

    "Environmental Law" means the Clean Air Act (42 USC (S)7401 et seq.),
    Comprehensive Environmental Response, Compensation, and Liability Act (42
    USC (S)9601 et seq.), the Hazardous Material Transportation Act (49 USC
    (S)1801 et seq.), the Resource Conservation and Recovery Act (42 USC
    (S)6901 et seq.), the Federal Water Pollution Control Act (33 USC (S)1251
    et seq.), the Toxic Substances Control Act (15 USC (S)2601 et seq.) and
    the Occupational Safety and Health Act (29 USC (S)651 et seq.), as such
    laws have been or hereafter may be amended, and the regulations
    promulgated pursuant thereto, and any and all similar present or future
    federal, state, or local laws and the regulations promulgated pursuant
    thereto and "Hazardous Material" means any chemical, material, or
    substance which could be

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    detrimental to animal health, human health, vegetation, the environment,
    or the Equipment which is, or the disposal, manufacture, release, storage,
    or transport of which is, or exposure to which is, prohibited, restricted,
    or otherwise regulated under any Environmental Law;

    The agreements and indemnities contained in this section shall survive the
    expiration or earlier termination of this Agreement.

6.  ASSIGNMENTS; SUBLETTING; ENCUMBRANCES.

    (a)  LESSEE WILL NOT WITHOUT NATIONAL CITY'S PRIOR WRITTEN CONSENT, ASSIGN
         OR TRANSFER THIS LEASE OR ANY INTEREST HEREIN, OR SUBLEASE OR
         RELINQUISH POSSESSION OF, OR CREATE OR SUFFER TO EXIST ANY LIEN,
         MORTGAGE, SECURITY INTEREST OR ENCUMBRANCE UPON THE EQUIPMENT,
         PROVIDED, HOWEVER, LESSEE MAY SUBLEASE AND TRANSFER POSSESSION OF ANY
         EQUIPMENT TO ANY SUBSIDIARY, THE MAJORITY OF THE VOTING STOCK OF
         WHICH IS OWNED BY THE GUARANTOR.

    (b)  National City may assign or transfer this Lease or National City's
         interest in the Equipment without notice to Lessee. Any assignee of
         National City shall have all of the rights, but none of the
         obligations, of National City under this Lease and Lessee agrees that
         it will not assert against any assignee of National City any defense,
         counterclaim, or offset that Lessee may have against National City.
         Lessee acknowledges that any assignment or transfer by National City
         shall not adversely change Lessee's duties or obligations under this
         Lease nor materially increase the burdens or risks imposed on Lessee.

7.  USE; REPAIRS; ETC. Lessee will cause the Equipment to be operated in
    accordance with the manufacturer's or supplier's instructions or manuals
    by competent and duly qualified personnel only and in compliance with all
    laws and regulations and the insurance policies required to be maintained
    hereunder. Lessee shall, it its own cost and expense, maintain the
    Equipment in operating condition. Replacement parts shall be free and
    clear of any mortgage, lien, charge, or encumbrance (and title thereto
    shall vest in National City immediately upon installation, attachment or
    incorporation of the same in, on or into such Unit). Upon termination of
    this Lease, at the expiration of the Lease Term or otherwise, the
    Equipment shall be returned to National City in as good operating
    condition as when it became subject to this Lease, ordinary wear and tear
    excepted, and in such condition as to be acceptable to the manufacturer
    for regular maintenance without any remedial maintenance. Lessee will not
    alter or add to the Equipment without National City's prior written
    consent. Lessee will remove any attachments, alterations or accessories
    and return the Equipment to its original condition, normal wear and tear
    excepted, at the termination of this Lease if National City shall so
    demand. In the absence of such demand, all attachments, alterations or
    accessories shall become part of the Equipment at the time of their
    attachment thereto.

8.  LOSS; DAMAGE. If National City reasonably determines that any Equipment is
    lost, stolen, destroyed, damaged beyond repair or rendered permanently
    unfit for normal use for any reason, or in the event of any condemnation,
    confiscation, seizure, or requisition of title to or use of such Equipment
    (a "Casualty Occurrence"), Lessee will, at the option of National City,
    either

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    (a)  replace the same with Equipment in good repair or

    (b)  promptly pay to National City an amount equal to the Rent in respect
         of the Equipment suffering a Casualty Occurrence due and payable on
         the Rent payment date next following the date of the Casualty
         Occurrence, plus a sum equal to the Stipulated Loss Value of such
         Equipment determined as of the Rent payment date next following the
         date of the Casualty Occurrence as set out in the appropriate
         Schedule, less any physical damage insurance proceeds paid to
         National City as a result of said Casualty Occurrence.

    As of the date on which the Stipulated Loss Value is due, the Rent for
    such Equipment shall cease to accrue and the term of this Lease as to such
    Equipment shall terminate and (except in the case of loss, theft or
    complete destruction of the Equipment) National City shall be entitled to
    recover possession of the Equipment. National City hereby appoints Lessee
    its agent to dispose of any Equipment suffering a Casualty Occurrence at
    the best price obtainable on an "as is, where is" basis without recourse
    or warranties of any kind. Provided that National City has been paid the
    Stipulated Loss Value and all Rent and other sums due and owing as to such
    Equipment, Lessee shall be entitled to the net proceeds of such sale to
    the extent such proceeds do not exceed the Stipulated Loss Value of such
    Equipment. Any excess shall be paid to National City.

9.  INSURANCE. Lessee shall maintain at all times on the Equipment, at
    Lessee's expense, property damage, direct damage and public liability
    insurance in such amounts, against such risks and in such form and with
    such insurers as shall be satisfactory to National City. The required
    insurance shall be specified in the applicable Schedule; provided, that
    the amount of direct damage insurance shall not on any date be less than
    the full replacement value of the Equipment as of such date. Each public
    liability insurance policy will name National City as additional named
    insured as its interests may appear and each damage insurance policy will
    name National City as loss payee, and each insurance policy shall contain
    a clause requiring the insurer to give to National City at least 30-days
    prior written notice of any alteration of the terms or cancellation of
    such policy. Lessee shall furnish to National City a certificate or other
    evidence satisfactory to National City that such insurance coverage is in
    effect, provided, however, that National City shall be under no duty to
    ascertain as to the existence or adequacy of such insurance. National City
    makes no representation that the minimum insurance coverage requirements
    in a Schedule will be adequate at all times to satisfy Lessee's
    obligations hereunder. Lessee has the responsibility to provide additional
    insurance coverage to maintain coverage hereunder in an amount adequate to
    fulfill its obligation hereunder and is consistent with insurance coverage
    for similar risks in Lessee's industry or line of business.

10. NONCANCELLABLE AGREEMENT; LESSEE'S OBLIGATIONS UNCONDITIONAL. This
    Agreement cannot be canceled or terminated except as expressly provide
    herein. Lessee agrees that its obligation to pay all rent and other
    amounts payable hereunder and to perform its duties with respect hereto
    shall be absolute and unconditional under any and all circumstances,
    including, without limitation, the following:

    (a)  any setoff, counterclaim, recoupment, defense or other right which
         Lessee may have against National City, the manufacturer, or supplier
         of any Equipment or anyone else for any reason whatsoever;

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    (b)  any defect in the condition, design, title, operation or fitness for
         use, or any damage to or loss of any Equipment;

    (c)  any insolvency,  reorganization or similar proceedings by or against
         Lessee; or

    (d)  any other event or circumstances whatsoever, whether or not similar to
         the foregoing.

    Each rent or other payment made by Lessee hereunder shall be final and
    Lessee will not seek to recover all or any part of such payment from
    National City for any reason whatsoever.

11. EVENTS OF DEFAULT AND REMEDIES. An Event of Default shall occur hereunder
    if Lessee:

    (a)  shall fail to make any payment of rent or other amount owing
         hereunder when due and such failure shall continue for a period of 10
         days;

    (b)  shall fail to perform or observe any other covenant, agreement or
         condition hereunder within 30 days of written notice thereof being
         given by National City to Lessee, or if more than 30 days are
         reasonably required, Lessee fails to commence to diligently perform
         such obligations within such 30 days;

    (c)  shall make any representation or warranty to National City herein or
         in any document or certificate furnished National City in connection
         herewith which shall prove to be materially incorrect at the time
         made;

    (d)  shall become insolvent or make an assignment for the benefit of
         creditors or consent to the appointment of a trustee or receiver;

    (e)  after 60 days if a trustee or receiver shall be appointed for Lessee
         or for a substantial part of its property or for the Equipment, or
         reorganization, arrangement, insolvency, dissolution or liquidation
         proceedings shall be instituted by or against Lessee and such
         appointment or proceedings are not terminated within such time;

    (f)  shall suffer an adverse material change in its financial condition
         from the date hereof, and as a result thereof National City deems
         itself or any of its Equipment to be insecure; or

    (g)  shall be in default under any other agreement at any time executed
         with National City or any affiliate or subsidiary of National City
         Corporation

    then National City may, after National City notifies Lessee of such
    default and Lessee has failed to cure such default in the applicable
    period set forth above, declare this Agreement to be in default and may do
    one or more of the following with respect to any or all of the Equipment
    as National City in its sole discretion may elect, to the extent permitted
    by, and subject to compliance with any mandatory requirements of
    applicable law then in effect:

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         (i)   terminate this Lease effective immediately; or

         (ii)  demand that Lessee, and Lessee shall at its expense upon such
               demand, return the Equipment promptly to National City in the
               manner and condition required by and otherwise in accordance
               with the provisions of Section 2 hereof, as if the Equipment
               were being returned at the expiration of its term of lease
               hereunder, or National City, at its option, may enter upon the
               premises where the Equipment is located and take possession of
               and remove the same by summary proceedings or otherwise, all
               without liability to Lessee for damage to property or
               otherwise, provided that there occurs no breach of the peace
               and further provided that if the Equipment is located on an
               Environmental Protection Agency permit site or is being used
               for the cleaning, treatment, storage or transportation of
               hazardous materials, National City's actions shall be governed
               by all applicable Environmental Laws, all without liability to
               Lessee for damage to property or otherwise; or

         (iii) take possession of any or all Equipment and remove the same
               without liability for injuries suffered through or loss caused
               by such repossession provided that there occurs no breach of
               the peace and further provided that if the Equipment is located
               on an Environmental Protection Agency permit site or is being
               used for the cleaning, treatment, storage or transportation of
               hazardous materials, National City's actions shall be governed
               by all applicable Environmental Laws, all without liability to
               Lessee for damage to property or otherwise. In the event
               National City proceeds pursuant to this subsection (iii),
               National City may sell any or all Equipment at public or
               private sale as is commercially reasonable given the existing
               conditions on an "as is, where is" basis without recourse or
               warranties of any kind, or otherwise hold, use, operate, or
               keep idle such Equipment, as National City in its sole
               discretion determines is commercially reasonable free and clear
               of all rights of Lessee; or

         (iv)  whether or not National City has exercised any other right
               hereunder, by written notice to Lessee, cause Lessee to pay
               National City (as liquidated damages for loss of a bargain and
               not as a penalty) on the date specified in such notice an
               amount equal to the Rent due and payable on the first day of
               the month following the date of the notice of Lease termination
               plus a sum equal to the appropriate Stipulated Loss Value
               determined as of the first of the month following the date of
               the notice of Lease termination as set out in the applicable
               Schedule; or

         (v)   National City may exercise any other right or remedy which may
               be available to it under applicable law or proceed by
               appropriate court action to enforce the terms hereof or to
               recover damages for the breach hereof.

         In addition, Lessee shall pay National City all costs and expenses
         incurred by National City as a result of Lessee's default hereunder
         or the termination hereof, including, without limitation, reasonable
         attorney's fees and costs arising out of repossession and disposal of
         the Equipment.

         Provided Lessee has previously paid to National City the sum of the
         Stipulated Loss Value, Rent due and owing and other costs and
         expenses incurred pursuant hereto, Lessee shall be entitled to the
         net proceeds of any such sale, disposition or re-lease of the
         Equipment to the extent they do not exceed the Stipulated Loss Value.
         Any excess shall be retained by National City. To the extent the
         Equipment is re-

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         leased by National City, Lessee shall be credited the present value
         of the lease rental stream at the discount rate of National City Bank
         Prime as of the date the release is agreed to between the parties.
         Furthermore, to the extent the parties to this Lease need to
         determine the present value of any moneys due under the Lease, the
         parties agree that the discount rate shall be National City Bank
         Prime.

In addition, Lessee shall continue to be liable for all indemnities under this
Lease and for all reasonable attorney fees and other costs and expenses
resulting form the termination hereof and/or the exercise of National City's
remedies, including placing any Equipment in the condition required by Section
7 hereof. Except as expressly provided above, no remedy referred to in this
section is exclusive, but each shall be cumulative and in addition to any
other remedy referred to herein or otherwise available to National City at law
or equity; and the exercise or beginning of exercise by National City of any
one or more of such remedies shall not preclude the simultaneous or later
exercise by National City of any other remedies. No express or implied waiver
by National City of an Event of Default shall constitute a waiver of any other
or subsequent Event of Default.

12.  INDEMNIFICATION FOR TAX BENEFITS.

     (a)  National City, as the owner of the Equipment, shall be entitled to
          such deductions, credits and other benefits as are provided by the
          Internal Revenue Code of 1986, as amended, (hereinafter called the
          "Code") to an owner of property.

     (b)  Lessee agrees that neither it nor any corporation controlled by it,
          in control of it, or under common control with it, directly or
          indirectly, will at any time take any action or file any returns or
          other documents inconsistent with the foregoing and that each of
          such corporations will file such returns, take such action and
          execute such documents as may be reasonable and necessary to
          facilitate accomplishment of the intent thereof. Lessee agrees to
          copy or make available for inspection and copying by National City
          such records as will enable National City to determine whether it is
          entitled to the benefit of any amortization or depreciation
          deduction which may be available from time to time with respect to
          the Equipment.

     (c)  If National City, under any circumstances or for any reason
          whatsoever, except for acts of National City or future changes in
          the Code, shall lose, shall not have or shall lose the right to
          claim, or there shall be disallowed or recaptured all or any portion
          of the federal tax depreciation deductions with respect to any item
          of Equipment based on depreciation or National City's full cost of
          such item of Equipment and computed on the basis of a method of
          depreciation provided by the Code as National City in its complete
          discretion may select, then Lessee agrees to pay National City upon
          demand an amount which, after deduction of all taxes required to be
          paid by National City in respect to the receipt thereof under the
          laws of any federal, state or local government or taxing authority
          of the United States or of any taxing authority or governmental
          authority of any foreign country, shall be equal to the sum of

          (i)  an amount equal to the additional income taxes paid or payable
               by National City in consequence of the failure to obtain the
               benefit of a depreciation deduction, and

          (ii) any interest and/or penalty which may be assessed in connection
               with any of the foregoing.

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     (d)  The provisions of this Section 12 shall survive the expiration or
          earlier termination of this Agreement.


13.  NATIONAL CITY'S RIGHTS TO PERFORM. If Lessee fails to make any payment
     required to be made hereunder or fails to comply with any other agreements
     contained herein, National City may make such payment or comply with such
     agreement, and the amount of such payment and the reasonable expenses of
     National City incurred in connection with such payment or compliance, shall
     be payable by Lessee on demand.

14.  FURTHER ASSURANCES. Lessee will, at its expense, promptly and duly execute
     and deliver to National City such further documents and assurances and take
     such further action as National City may from time to time request in order
     to more effectively carry out the intent and purpose of this Agreement so
     as to establish and protect the rights, interest and remedies intended to
     be created in favor of National City hereunder, including, without
     limitation, the execution and filing of financing statements and
     continuation statements with respect to the Equipment and this Agreement.
     Lessee authorizes National City to effect any such filing (including the
     filing of any financing statements without the signature of Lessee) and
     National City's expenses with respect thereto shall be payable by Lessee on
     demand.

15.  NOTICES. All notices and other communications required to be given to
     any party hereunder shall be in writing and delivered or mailed by
     regular mail to such party at the address set forth above or at such
     other address as it may designate to other parties.

16.  MISCELLANEOUS. Any provision of this Agreement which is unenforceable in
     any jurisdiction shall, as to such jurisdiction, be ineffective to the
     extent of such unenforceability without invalidating the remaining
     provisions hereof, and any such unenforceability in any jurisdiction shall
     not render unenforceable such provision in any other jurisdiction. To the
     extent permitted by applicable law, Lessee waives any provision of law
     which renders any provision hereof unenforceable in any respect. Provided
     the Lessee is not in default under any provision of this Lease, National
     City shall not interfere with Lessee's quiet enjoyment of the use of the
     Equipment pursuant to the terms of this Agreement and National City shall
     defend and protect such quiet enjoyment against all persons claiming by,
     through or under National City. This Agreement and the provisions hereof
     shall inure to the benefit of National City and its successors and assigns,
     and shall be binding on and inure to the benefit of Lessee and its
     successors and assigns.

 17. CONDITIONS PRECEDENT. The obligation of National City contained in
     Section 1 hereof shall be subject to the following conditions precedent:

     (a)  there shall have occurred no material adverse change in the business
          or the financial condition of Lessee from the date hereof until the
          Commencement Date of any Schedule;

     (b)  Lessee shall have furnished National City with a certificate or
          other evidence satisfactory to National City that insurance coverage
          as required by Section 9 thereof is in effect as to the item of
          Equipment desired to be leased;

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     (c)  unless specifically waived by National City, Lessee shall have
          furnished National City opinions of counsel as this Agreement, in
          form and substance acceptable to National City; and

     (d)  all other instruments and legal and corporate proceedings in
          connection with the transactions contemplated herein shall be
          satisfactory in form and substance to National City, and counsel to
          National City shall have received copies of all documents which it
          may have requested in connection therewith.

     If any of the above conditions is not satisfied at the time Lessee
     submits any Schedule, National City shall have no obligation under this
     Agreement to lease the items of personal property covered thereby to
     Lessee.

18.  FINANCIALS. Lessee agrees that for so long as any item of Equipment shall
     be leased under this Agreement, Lessee will deliver or cause to be
     delivered to National City

     (a)  as soon as practicable, and in any event within sixty (60) days
          after the end of each quarterly period (other than the fourth
          quarterly period) for each fiscal year of OHM Corporation (the
          'Guarantor'), the balance sheet of Guarantor as of the end of such
          quarterly period together with the related statements of income and
          expenses for such quarterly period all in reasonable detail prepared
          in accordance with generally accepted accounting principles
          consistently applied throughout the period involved and certified by
          Guarantor's chief financial officer or principal accounting officer;
          and

     (b)  as soon as practicable, and in any event within one hundred twenty
          (120) days after the close of each fiscal year of Guarantor, the
          audited balance sheet of Guarantor as of the end of such fiscal year
          together with related statements of income and surplus for such
          fiscal year all in reasonable detail, prepared in accordance with
          generally accepted accounting principles consistently applied
          throughout the period involved and certified by Ernst & Young, or if
          Ernst & Young is not the Guarantor's auditor, then by an independent
          public accountant reasonably acceptable to National City.

19.  REPRESENTATION, WARRANTIES AND COVENANTS. Lessee represents, warrants and
     covenants that

     (a)  Lessee is duly organized and validly existing in good standing under
          the laws of the state of its incorporation and is duly qualified and
          licensed to do business as a foreign corporation in good standing in
          those jurisdictions where such qualifications are necessary to
          authorize Lessee to carry an its present business and operations and
          to own its properties or to perform its obligations hereunder;

     (b)  Lessee has full power, authority and legal right to execute, deliver
          and carry out as Lessee the terms and provisions of this Agreement
          and any other documents in connection with this lease transaction;

                                       10
<PAGE>

     (c)  Lessee's execution, delivery and performance of this Agreement and
          the other documents and  agreements referred to herein, and the
          performance of its obligations under this Agreement have all been
          authorized by all necessary corporate action, do not require the
          approval or consent of stockholders, or of any trustee or holders of
          any indebtedness or obligation of Lessee and will not violate any
          law, governmental rule, regulation or order binding upon Lessee or
          any provision of any indenture, mortgage, contract or other
          agreement to which Lessee is a party or by which it is bound or to
          which it is subject, and will not violate any provision of the
          Certificate of Incorporation, By-laws or any preferred stock
          agreement of Lessee;

     (d)  except as set forth in Guarantor's Form 10-K filed with the
          Securities and Exchange Commission for the year ended December 31,
          1995, there are no pending or threatened investigations, actions or
          proceedings before any court or administrative agency or other
          tribunal body, which seek to question or set aside any of the
          transactions contemplated by this Agreement, or which, if adversely
          determined, would materially affect the condition, business or
          operation of Lessee;

     (e)  Lessee is not in default in any material manner in the payment or
          performance of any of its obligations or in the performance of any
          contract, agreement or other instrument to which it is a party or by
          which it or any of its assets may be bound;

     (f)  the balance sheet of Guarantor as of the end of its most recent
          fiscal year and the related profit and loss statement of the
          Guarantor for the fiscal year ended on said date, including the
          related schedules and notes, together with the report of an
          independent certified public accountant, heretofore delivered to
          National City, are all true and correct and present fairly

          (x)  the financial position of Lessee as at the date of said balance
               sheet and

          (y)  the results of the operations of Guarantor for said fiscal
               year;

     (g)  all proceedings required to be taken to authorize the lease of the
          Equipment from National City and to protect National City's interest
          in such Equipment, free and clear of all liens and encumbrances
          whatsoever, have been taken;

     (h)  Guarantor has no significant liabilities (contingent or otherwise)
          which are not disclosed by or reserved against the financial
          statements referred to in (f) above;

     (i)  all the financial statements referred to in (f) above have been
          prepared in accordance with generally accepted accounting principles
          and practices applied on a basis consistently maintained throughout
          the period involved;

     (j)  there has been no change which would have a material adverse effect
          on the business or financial condition of Lessee from that set forth
          in the balance sheet referred to in (h) above;

     (k)  no authorization, consent, approval, license, exemption of or filing
          or registration with court, governmental unit or department,
          commission, board, bureau, agency, instrumentality or the like

                                       11
<PAGE>

          is required or necessary for the valid execution and delivery of the
          Agreement, any bill of sale and the other documents and agreements
          referred to herein;

     (l)  this Master Lease Agreement, the Schedules and any accompanying
          documents, having been duly authorized, executed and delivered to
          National City, constitute legal, valid and binding obligations of
          Lessee, enforceable against Lessee in accordance with the terms
          thereof except as such terms may be limited by bankruptcy,
          insolvency or similar laws affecting the enforcement of creditor's
          rights generally;

     (m)  the Equipment is personal property and neither real property nor a
          fixture;

     (n)  as of the Commencement Date of each item of Equipment, a reasonable
          estimate of the estimated fair market value of such item of
          Equipment at the end of the lease term thereof will be at least 20%
          of National City's cost thereof (without including in such value any
          increase or decrease for inflation or deflation, and after
          subtracting from such value any cost for removal and delivery of
          possession of Equipment to National City at the end of the lease
          term thereof); and

     (o)  as of the Commencement Date of each item of Equipment, a reasonable
          estimate of the estimated useful life of such item of Equipment at
          the end of the original lease term will be at least two years beyond
          the lease term thereof.

20.  OPTIONS. National City and Lessee hereby agree that so long as no Event
     of Default shall have occurred and be continuing, Lessee shall have such
     options as set forth in the Schedule.

21.  CHOICE OF LAW. The rights and liabilities of the parties under this
     Agreement and each Schedule shall be interpreted, enforced and governed
     in all respects by the laws of the Commonwealth of Kentucky. Lessee
     hereby consents and subjects itself to the jurisdiction of every local,
     state and federal court within the Commonwealth of Kentucky, agrees that
     except as otherwise required by law, Lessee shall never file or maintain
     any action or proceeding in connection with this Agreement or any
     Schedule in any court outside the Commonwealth of Kentucky.

22.  ATTORNEY'S FEES. If National City or Lessee commences any action to
     enforce or define any right or obligation of Lessee under this Agreement
     or any Schedule, the unsuccessful party shall pay to the other party all
     reasonable attorney's fees and all other legal expenses (including for
     expert and other witnesses) for preparation, negotiation, filing,
     maintenance, defense, settlement and appeal of litigation paid or
     incurred by that party.

23.  HEADINGS. The headings for the various sections of this Agreement are
     intended solely for convenience of reference and are not intended nor
     shall they be used to construe, explain, modify or place any meaning upon
     any provision hereof.

24.  MODIFICATION. Neither this Agreement nor any Schedule can be modified or
     amended except by written agreement signed and currently dated by both
     signatories hereto. Lessee's initials:  /s/ PKB
                                             -------

                                       12
<PAGE>

25.  COUNTERPARTS; ORIGINALS. The parties may execute this Agreement and any
     Schedule in any number of counterparts. All such counterparts of this
     Agreement shall constitute one Agreement. One copy of the Agreement and
     each Schedule shall be designated as the "Original' and all other copies
     shall be "Duplicates". Only the "Original" shall constitute chattel
     paper.

26.  LESSEE'S ACKNOWLEDGMENT OF NO EXTRINSIC PROMISES. LESSEE AGREES THAT
     THERE HAVE BEEN NO REPRESENTATIONS, AGREEMENTS, STATEMENTS, PROMISE,
     UNDERSTANDINGS OR INDUCEMENTS (COLLECTIVELY IN THIS SECTION "PROMISES")
     MADE TO LESSEE BY OR ON BEHALF OF NATIONAL CITY OR ANY THIRD PERSON IN
     CONNECTION WITH THIS AGREEMENT, ANY SCHEDULE, ANY EQUIPMENT LEASED
     HEREUNDER, OR ANY PRESENT OR FUTURE TRANSACTION OF WHICH THIS AGREEMENT
     AND/OR ANY SCHEDULE IS OR BECOMES A PART OTHER THAN THOSE PROMISES, IF
     ANY, EXPRESSLY IN WORDS MADE IN THIS AGREEMENT AND EACH SCHEDULE.

27.  ENTIRE AGREEMENT. THIS AGREEMENT IS AN INTEGRATION AND EACH SCHEDULE IS
     AN INTEGRATION AND RESPECTIVELY THE ENTIRE AGREEMENT BETWEEN THE PARTIES
     RELATING TO THE SUBJECT MATTER OF EACH TRANSACTION EMBRACED THEREBY. ALL
     AGREEMENTS, REPRESENTATIONS, PROMISES, INDUCEMENTS, STATEMENTS AND
     UNDERSTANDINGS, PRIOR TO AND CONTEMPORANEOUS WITH THIS AGREEMENT AND
     PRIOR TO AND CONTEMPORANEOUS WITH EACH SCHEDULE, WRITTEN OR ORAL, BETWEEN
     THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF EACH SUCH TRANSACTION,
     IF ANY, ARE AND EACH IS SUPERSEDED BY THIS AGREEMENT AND BY EACH SCHEDULE
     AS IT IS EXECUTED.

Executed as of 7th day of June, 1996.

By execution hereof, the signer hereby certifies that he has read this
Agreement and that he is duly authorized to execute this Master Equipment
Lease Agreement on behalf of the Lessee.

                          OHM Remediation Services Corp.

                          By: /s/ Pamela K. Beall
                              ___________________________

                          Title: Treasurer
                                 ------------------------

                          National City Leasing Corporation

                          By: ___________________________


                          Title: Vice President
                                 ------------------------

                                       13
<PAGE>

                   UNCONDITIONAL AND CONTINUING GUARANTEE
                   --------------------------------------

For One Dollar and other valuable consideration, receipt of which is
acknowledged, and to induce NATIONAL CITY LEASING CORPORATION ('Lessor), to
lease certain equipment to OHM REMEDIATION SERVICES CORPORATION ("Lessee'),
and in consideration thereof, the undersigned (the "Guarantor") absolutely and
unconditionally guarantees the prompt and punctual payment when due, by
acceleration or otherwise, of each obligation, direct, indirect or contingent,
now existing or hereafter created or acquired and howsoever the same may be
evidenced (the "Guaranteed Obligation"), of Lessee to Lessor, together with
all interest, charges and penalties accruing thereon, and the faithful,
punctual and complete performance by Lessee of all of the terms and conditions
contained in all leases, agreements or other instruments evidencing or
pertaining to any Guaranteed Obligation(s).

1.  The undersigned agrees that Lessor may take the following actions without
    affecting the liability of the undersigned even if the undersigned has not
    expressly consented.

    a.  The amount, time or manner of payment of rent or other sums reserved
        in any Guaranteed Obligation(s) may be changed from time to time as
        agreed to in good faith between Lessee and Lessor.

    b.  Property now or hereafter leased to Lessee or pertaining to any
        Guaranteed Obligation(s) may be sold, exchanged, surrendered or-
        otherwise dealt with by Lessor.

    c.  Settlements, compromises, compositions, accounts stated and agreed
        balances pertaining to any Guaranteed Obligation(s) may be effected in
        good faith between Lessor and Lessee.

    d.  Lessor may modify, waive, supplement or otherwise change the terms,
        conditions, provisions, restrictions or liabilities contained in one
        or more leases, agreements or other instruments evidencing, securing
        or pertaining to any Guaranteed Obligation(s).

2.  Before calling upon the undersigned for payment of any Guaranteed
    Obligation(s), Lessor need not resort to or exhaust its remedies against
    Lessee or against any other party or parties liable on a lease or to
    resort to property pertaining to a lease.

3.  The liability of the undersigned shall in no way be released, mitigated or
    otherwise affected by

    a.  the release or discharge of Lessee in any creditors' proceeding,
        receivership, bankruptcy or other proceedings; or the commencement or
        pendency of any such proceedings;

    b.  the impairment, limitation or modification of the liability of Lessee
        or the estate of Lessee in bankruptcy or of any remedy for the
        enforcement of the Lessee's liability under any instrument evidencing
        any Guaranteed Obligation, or under any other instrument executed and
        delivered in connection therewith, resulting from the operation of any
        present or future provision of the Bankruptcy Code or other statute or
        from a decision in any court; or
<PAGE>

    c.  any assignment or transfer of any instrument evidencing any
        Guaranteed Obligation by operation of law or otherwise.

4.  This Guarantee is effective immediately and shall continue indefinitely,
    unaffected by the death or incompetency or insolvency of the undersigned,
    subject to the fight of the undersigned or of undersigned's personal
    representative to terminate liability hereunder as to each obligation of
    Lessee arising after written notice of such termination has been received
    by Lessor. If at any time any whole or partial payment of any Guaranteed
    Obligation is rescinded or must otherwise be restored or returned by
    Lessor upon the insolvency, bankruptcy, dissolution, liquidation or
    reorganization of Lessee or upon or as a result of the appointment of a
    receiver, intervenor or conservator of, or trustee or similar officer of
    Lessee, this Guarantee shall continue to be effective, or be reinstated,
    as the case may be, all as though such payment had not been made. This
    Guarantee shag be construed in accordance with the laws of the State of
    Ohio and Guarantor consents and subjects itself to the jurisdiction of
    every local, state and federal court within Cuyahoga County, Ohio. This
    guarantee shall inure to the benefit of Lessor, its successors and assigns
    to any other holder(s) of any Guaranteed Obligation(s), shall be binding
    upon the heirs, executors, administrators, successors and assigns of the
    undersigned. If this guarantee is signed by more than one person, firm or
    corporation, this guarantee shall constitute a joint and several
    guarantee.

5.  The undersigned will deliver to Lessor when requested, and in any event
    not less frequently than once each year financial statements and cash flow
    statements in form and substance prepared by the undersigned in the
    ordinary course of business and consistent with post practice.

6.  The undersigned represent and warrant to Lessor that all financial
    statements furnished to Lessor will accurately reflect in all material
    respects the financial conditions and operation of the undersigned at the
    times and for the periods therein stated. The undersigned, H a
    corporation, further represents and warrants that it is duly organized and
    existing under the laws of the state of its incorporation, that the
    execution, delivery and performance of this Guarantee are within its
    corporate powers, have been duty authorized, are not in contravention of
    law or the terms of its charter or by-laws, or of any indenture, agreement
    or undertaking to which it is a party or by which it is bound, and that
    the execution of this Guarantee is in furtherance of the business purposes
    of the undersigned.

This Unconditional and Continuing Guarantee is on June 3, 1996.

                                OHM CORPORATION


                                By: /s/ John J.
                                    ---------------

                                Title: Vice President and Secretary
                                       ----------------------------

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