EXHIBIT 10 (iii) 6
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                          IT CORPORATION
                                 
                  1997 MANAGEMENT INCENTIVE PLAN
                                 
                                 

Purpose

     To recognize and reward key management, technical, and professional
     associates for their ability to assist the Company to achieve, or
     exceed identified Company goals, as well as personally achieve or
     exceed established pre-agreed individual performance goals.

     To offer a comprehensive incentive compensation program that will
     enable the Company to:

          Cost effectively attract and retain key management and 
          professional personnel to enhance the Company's leadership
          position, and

          Motivate responsible management to achieve Company goals and
          foster teamwork within the Company by relating the incentive
          portion of total compensation directly to measurable performance
          criteria linked to the creation of enhanced shareholder value.
 
Eligibility

     Regular full-time active associates, generally in salary grade E12 or
     above, nominated by senior management and approved by the President. 
 
     Participation in the Plan is not expected to exceed 5% of the total
     associate population.

     Associates must be approved for incentive plan eligibility each year. 
     Eligibility in any given year does not assure eligibility in
     subsequent years.

     Incentive awards will only be paid to participants who are regular
     full-time status at the time the award is paid.

     Incentive awards will be calculated on actual base salary at the time
     the award is paid.

Performance Period
     
     The Performance Period will be the combined 3rd and 4th quarters of
     FY1997.

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Plan Funding

     Incentive awards, up to an aggregate incentive pool of $1,000,000 are
     authorized under this Plan.  It is contemplated that a minimum of 50%
     of the incentive awards will be paid in cash and 50% of the incentive
     awards will be made in the form of stock option grants.

     The number of stock option shares to be granted shall be calculated
     by dividing the dollar value of the incentive award to be paid in
     stock options by the current value of a Company stock option as
     determined by the Black-Scholes option valuation method.
  
     The Compensation Committee shall ultimately determine the final ratio
     between cash and stock options for payment of incentive awards or
     delegate such authority to the Chief Executive Officer.

Performance Criteria
 
     The Company's pretax income (excluding special items) target of
     $2,509,000 (after payment of cash awards) must be met before any
     awards will be paid.

     Divisional days of sales outstanding (DSO) targets must be met for any
     participant in the Division to receive an award.  The Engineering and
     Construction (E&C) Division's DSO target is 95 days (excluding Helen
     Kramer) and the Consulting and Ventures (C&V) Division DSO target is
     105 days (excluding Chi Mei).

     Non-divisional participant awards are based 90% on the E&C Division
     achieving it's DSO target and 10% on the C&V Division achieving it's
     DSO target.

     Each participant will be assigned an annualized target incentive award
     ranging from 10% to 50% of salary.  Target incentive awards will be
     prorated 50% to match the 6 month performance period.  Target
     incentive awards may also be prorated if necessary so that the sum of
     the individual awards does not exceed Plan funding.

     Individual awards calculated from the individual target incentive, the
     Company's pretax income target and Divisional DSO targets are subject
     to an adjustment of up to 25% of the total award based on individual
     performance as determined by senior management.

     Factors to be considered when evaluating individual performance, to
     determine incentive awards, may include, but not be limited to, some
     or all of the following:
          -    Accounts receivable improvement
          -    Intracompany cooperation
          -    Achievement of business unit milestones

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          -    Furtherance of the Company's mission with respect to client
               relationships, new business development, people development,
               quality and safety.

Administration

     The Plan shall be administered by the Compensation Committee of the
     Board of Directors.

     The authority of the Committee includes, but is not limited to the
     following:

          -    Determining eligibility for participation in the Plan
          -    Determining:
                    Incentive Award Opportunities and earned awards
                    Performance measures and performance targets
          -    Authorizing payments and determining the form of incentive
               (cash awards and stock awards)
          -    Interpreting the Plan and exercising its power to prescribe,
               amend, or rescind rules and regulations relating to the
               Plan.
          -    Adjusting the Company's performance goals and/or funded
               incentive pool due to a material change in the 
               organizational structure of the Company and/or occurrence
               of extraordinary events.

Changes in Capital Structure and Other Events

     Upon dissolution or liquidation of the Corporation or upon 
     reorganization, merger, or consolidation of the Corporation with one
     or more corporations as a result of which the Corporation is not the
     surviving corporation, or upon sale of all or substantially all
     of the assets of the Corporation, or change in control, the Committee
     may in its sole discretion:

          (a)    Accelerate the payment of earned awards under the Plan.

          (b)    Make any other adjustments or amendments to the Plan and
                 outstanding incentive awards as it may deem equitable.

Amendment and Termination of the Plan

     The Board may at any time and from time to time may suspend,
     terminate, modify, or amend the Plan.

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General Provisions

     (a)  The Company shall deduct from incentive awards the gross amount
          of any overtime paid to the participant as well the gross amount
          of any other incentive compensation awards paid including Spot
          Bonus awards.  Special recognition awards will not be deducted.

     (b)  The Company may deduct federal, state, and any other local taxes
          of any kind required by law to be withheld upon payment of any
          incentive award under this Plan.

     (c)  Nothing in this Plan or in any award granted pursuant hereto
          shall confer on an individual any right to continue in the employ
          of the Company or any of its subsidiaries or deter in any way the
          right of the Company or any subsidiary to terminate any
          employment.

     (d)  The Plan shall take effect upon its adoption by the Board of
          Directors.
 

     (e)  Awards granted under the Plan shall not be transferrable
          otherwise than by will or by laws of descent and distribution,
          and awards may be realized during the employment of the
          participant or by his/her guardian or legal representative.
     



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