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Exhibit 10.2(c)

                             FIRST AMENDMENT TO THE

              RETIREMENT PLAN OF ENVIRONMENTAL ELEMENTS CORPORATION

     Pursuant to the powers of amendment reserved under Section 11.1 of the
Retirement Plan of Environmental Elements Corporation (the "Plan"), as amended
and restated effective as of January 1, 2000, said Plan shall be and the same is
hereby amended by Environmental Elements Corporation (the "Employer"), effective
as provided below, as follows:

                                  FIRST CHANGE

     The following shall be added after the third sentence of Section 1.1(n),
effective for Plan Years and Limitation Years beginning on and after January 1,
1998:

     "Amounts under Section 125 of the Code include any amounts not available to
     the Participant in cash in lieu of group health coverage because the
     Participant is unable to certify that he or she has other health coverage.
     An amount will be treated as an amount under Section 125 of the Code only
     if the Employer does not request or collect information regarding the
     Participant's other health coverage as part of the enrollment process for
     the health plan."

                                  SECOND CHANGE

     A new Article XIV shall be added to the Plan as follows:

                                  "ARTICLE XIV

                                EGTRRA AMENDMENTS

     14.1 Purpose of Article XIV.

          This Article XIV is adopted to reflect certain provisions of the
     Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This
     Article XIV is intended as good faith compliance with the requirements of
     EGTRRA, and is to be construed in accordance with EGTRRA and the guidance
     issued thereunder. Except as otherwise provided, this Article XIV

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     shall be effective as of the first day of the first Plan Year beginning
     after December 31, 2001. This Article XIV shall supersede provisions of
     this Plan to the extent those provisions are inconsistent with the
     provisions of this Article XIV.

     14.2 Limitations on Benefits.

          (a) This Section 14.2 shall be effective for limitation years ending
     after December 31, 2001.

          (b) Benefit increases resulting from the increase in the limitations
     of Section 415(b) of the Code will be provided to all employees
     participating in the Plan who have 1 hour of service on or after the first
     day of the first limitation year ending after December 31, 2001.

          (c) The "defined benefit dollar limitation" is $160,000, as adjusted,
     effective January 1 of each year, under Section 415(d) of the Code in such
     manner as the Secretary shall prescribe, and payable in the form of a
     straight life annuity. A limitation as adjusted under Section 415(d) will
     apply to limitation years ending with or within the calendar year for which
     the adjustment applies.

          (d) The "maximum permissible benefit" is the lesser of the defined
     benefit dollar limitation or the defined benefit compensation limitation
     (both adjusted where required, as provided in (1) and, if applicable, in
     (2) or (3) below).

               (1) If the Participant has fewer than 10 years of participation
     in the Plan, the defined benefit dollar limitation shall be multiplied by a
     fraction, (A) the numerator of which is the number of years (or part
     thereof) of participation in the Plan, and (B) the denominator of which is
     10. In the case of a Participant who has fewer than 10 years of service
     with the Employer, the defined benefit compensation limitation shall be
     multiplied by a fraction, (A) the numerator of which is the number of years
     (or part thereof) of service with the Employer, and (B) the denominator of
     which is 10.

               (2) If the benefit of a Participant begins prior to age 62, the
     defined benefit dollar limitation applicable to the Participant at such
     earlier age is an annual benefit payable in the form of a straight life
     annuity beginning at the earlier age that is the actuarial equivalent of
     the defined benefit dollar limitation applicable to the Participant at age
     62 (as adjusted under (1) above, if required). The defined benefit dollar
     limitation applicable at an age prior to age 62 is determined as the lesser
     of (A) the actuarial equivalent (at such age) of the defined benefit dollar
     limitation computed using the interest rate and mortality table (or other
     tabular factor) specified in Appendix A hereto, and (B) the actuarial
     equivalent (at such age) of the defined benefit dollar limitation computed
     using a 5% interest rate and the applicable mortality table as defined in
     Appendix A hereto. Any decrease in the defined benefit dollar limitation
     determined in accordance with this paragraph (2) shall not reflect a
     mortality decrement if benefits are not forfeited upon the death of the
     Participant. If any benefits are forfeited upon death, the full mortality
     decrement is taken into account.

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               (3) If the benefit of a Participant begins after the Participant
     attains age 65, the defined benefit dollar limitation applicable to the
     Participant at the later age is the annual benefit payable in the form of a
     straight life annuity beginning at the later age that is actuarially
     equivalent to the defined benefit dollar limitation applicable to the
     Participant at age 65 (adjusted under (1) above, if required). The
     actuarial equivalent of the defined benefit dollar limitation applicable at
     an age after age 65 is determined as the lesser of (A) the actuarial
     equivalent (at such age) of the defined benefit dollar limitation computed
     using the interest rate and mortality table (or other tabular factor)
     specified in Appendix A hereto, and (B) the actuarial equivalent (at such
     age) of the defined benefit dollar limitation computed using a 5% interest
     rate assumption and the applicable mortality table (as defined in the
     Appendix A hereto). For these purposes, mortality between age 65 and the
     age at which benefits commence shall be ignored.

          (e) Effective for limitation years beginning after December 31, 2001,
     pursuant to Section 415(f)(3) of the Code, a multiemployer plan (as defined
     in Section 414(f) of the Code) shall not be combined or aggregated with
     this Plan for purposes of applying the compensation limitation set forth in
     Section 415(b)(1)(B) to this Plan.

     14.3 Increase in Compensation Limit.

          (a) The annual compensation of each Participant taken into account in
     determining benefit accruals in any Plan Year beginning after December 31,
     2001, shall not exceed $200,000. Annual compensation means compensation
     during the Plan Year or such other consecutive 12-month period over which
     compensation is otherwise determined under the Plan (the determination
     period).

          (b) The $200,000 limit on annual compensation in Section 14.03(a)
     shall be adjusted for cost-of-living increases in accordance with Section
     401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a
     calendar year applies to annual compensation for the determination period
     that begins with or within such calendar year.

     14.4 Modification of Top-Heavy Rules.

          (a) This Section 14.4 shall apply for purposes of determining whether
     the Plan is a top-heavy plan under Section 416(g) of the Code for Plan
     Years beginning after December 31, 2001, and whether the Plan satisfies the
     minimum benefit requirements of Section 416(c) of the Code for such years.
     This Section amends Article VII of the Plan.

          (b) "Key Employee" means any employee or former employee (including
     any deceased employee) who at any time during the Plan Year that includes
     the determination date was an officer of the Employer having annual
     compensation greater than $130,000 (as adjusted under Section 416(i)(1) of
     the Code for Plan Years beginning after December 31, 2002), a 5% owner of
     the Employer, or a 1% owner of the Employer having annual compensation of
     more than $150,000. For this purpose, annual compensation means
     compensation within the meaning of Section 415(c)(3) of the Code. The
     determination of who is a key employee will be made in accordance with
     Section 416(i)(1) of the Code and the applicable regulations and other
     guidance

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     of general applicability issued thereunder.

          (c) This Section 14.4(c) shall apply for purposes of determining the
     present values of accrued benefits and the amounts of account balances of
     employees as of the determination date.

               (1) The present values of accrued benefits and the amounts of
     account balances of an employee as of the determination date shall be
     increased by the distributions made with respect to the employee under the
     Plan and any plan aggregated with the Plan under Section 416(g)(2) of the
     Code during the 1-year period ending on the determination date. The
     preceding sentence shall also apply to distributions under a terminated
     plan which, had it not been terminated, would have been aggregated with the
     Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a
     distribution made for a reason other than separation from service, death or
     disability, this provision shall be applied by substituting "5-year period"
     for "1-year period."

               (2) The accrued benefits and accounts of any individual who has
     not performed services for the Employer during the 1-year period ending on
     the determination date shall not be taken into account.

          (d) For purposes of satisfying the minimum benefit requirements of
     Section 416(c)(1) of the Code and the Plan, in determining years of service
     with the Employer, any service with the Employer shall be disregarded to
     the extent that such service occurs during a Plan Year when the Plan
     benefits (within the meaning of Section 410(b) of the Code) no key employee
     or former key employee.

     14.5 Modification of Definition of "Eligible Retirement Plan."

          (a) This Section 14.5 shall apply to distributions made after December
     31, 2001.

          (b) For purposes of the direct rollover provisions in Section 6.10 of
     this Plan, an "eligible retirement plan" shall also mean an annuity
     contract described in Section 403(b) of the Code and an eligible plan under
     Section 457(b) of the Code which is maintained by a state, political
     subdivision of a state, or any agency or instrumentality of a state or a
     political subdivision of a state and which agrees to separately account for
     amounts transferred into such plan from this Plan. The definition of
     "eligible retirement plan" shall also apply in the case of a distribution
     to a surviving spouse, or to a spouse or former spouse who is the alternate
     payee under a qualified domestic relations order, as defined in Section
     414(p) of the Code."

                                  THIRD CHANGE

          A new Article XV shall be added to the Plan as follows:

                                  "ARTICLE XV

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                     MINIMUM DISTRIBUTION REQUIREMENTS

     15.1 General Rules.

          (a) The provisions of this Article XV will apply for purposes of
     determining required minimum distributions for calendar years beginning
     with the 2003 calendar year.

          (b) The requirements of this Article XV will take precedence over any
     inconsistent provisions of the Plan.

          (c) All distributions required under this Article XV will be
     determined and made in accordance with the Treasury regulations under
     Section 401(a)(9) of the Internal Revenue Code.

     15.2 Time and Manner of Distribution.

          (a) The Participant's entire interest must be distributed, or begin to
     be distributed, to the Participant no later than the Participant's required
     beginning date.

          (b) If the Participant dies before distributions begin, the
     Participant's entire interest must be distributed, or begin to be
     distributed, no later than as follows:

               (1) If the Participant's surviving spouse is the Participant's
     sole designated Beneficiary, then except as provided in Section 15.2(d)
     below, distributions to the surviving spouse must begin by December 31 of
     the calendar year immediately following the calendar year in which the
     Participant died, or by December 31 of the calendar year in which the
     Participant would have attained age 70-1/2, if later.

               (2) If the Participant's surviving spouse is not the
     Participant's sole designated Beneficiary, then except as provided in
     Section 15.2(d) below, distributions to the designated Beneficiary must
     begin by December 31 of the calendar year immediately following the
     calendar year in which the Participant died.

               (3) If there is no designated Beneficiary as of September 30 of
     the year following the year of the Participant's death, the Participant's
     entire interest must be distributed by December 31 of the calendar year
     containing the fifth anniversary of the Participant's death.

               (4) If the Participant's surviving spouse is the Participant's
     sole designated Beneficiary and the surviving spouse dies after the
     Participant but before distributions to the surviving spouse begin, this
     Section 15.2(b), other than Section 15.2(b)(1), will apply as if the
     surviving spouse were the Participant.

     For purposes of this Section 15.2(b) and Section 15.5, distributions are
     considered to begin on the Participant's required beginning date (or, if
     Section 15.2(b)(4) applies, the date distributions are required to begin to
     the surviving spouse under Section 15.2(b)(1)). If annuity payments
     irrevocably commence to the Participant before the Participant's required
     beginning date (or to the Participant's surviving spouse before the date
     distributions are required to begin to the surviving spouse under Section
     15.2(b)(1)), the date distributions are considered to begin is the date
     distributions actually commence.

          (c) Unless the Participant's interest is distributed in the form of an
     annuity purchased from an insurance company or in a single sum on or before
     the required beginning date, as of the first distribution calendar year
     distributions must be made in accordance with Sections 15.3, 15.4 and
     15.5. If the Participant's interest is distributed in the form of an
     annuity purchased from an

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     insurance company, distributions thereunder must be made in accordance with
     the requirements of Section 401(a)(9) of the Code and the Treasury
     regulations. Any part of the Participant's interest which is in the form of
     an individual account described in Section 414(k) of the Code must be
     distributed in a manner satisfying the requirements of Section 401(a)(9) of
     the Code and the Treasury regulations that apply to individual accounts.

          (d) If a Participant dies before distributions begin and there is a
     designated Beneficiary, distribution to the designated Beneficiary is not
     required to begin by the date specified in Section 15.2(b), but if
     distribution does not begin by such date, the Participant's entire interest
     must be distributed to the designated Beneficiary by December 31 of the
     calendar year containing the fifth anniversary of the Participant's death.
     If the Participant's surviving spouse is the Participant's sole designated
     Beneficiary and the surviving spouse dies after the Participant but before
     distributions to either the Participant or the surviving spouse begin, this
     rule will apply as if the surviving spouse were the Participant. This rule
     will apply to all distributions.

     15.3 Determination of Amount to be Distributed Each Year.

          (a) If the Participant's interest is paid in the form of annuity
     distributions under the Plan, payments under the annuity must satisfy the
     following requirements:

               (1) the annuity distributions must be paid in periodic payments
     made at intervals not longer than 1 year;

               (2) the distribution period must be over a life (or lives) or
     over a period certain not longer than the period described in Sections 15.4
     or 15.5;

               (3) once payments have begun over a period certain, the period
     certain may not be changed even if the period certain is shorter than the
     maximum permitted;

               (4) payments must either be nonincreasing or increase only as
     follows:

                    (A) by an annual percentage increase that does not exceed
     the annual percentage increase in a cost-of-living index that is based on
     prices of all items and issued by the Bureau of Labor Statistics;

                    (B) to the extent of the reduction in the amount of the
     Participant's payments to provide for a survivor benefit upon death, but
     only if the Beneficiary whose life was being used to determine the
     distribution period described in Section 15.4 dies or is no longer the
     Participant's Beneficiary pursuant to a qualified domestic relations order
     within the meaning of Section 414(p);

                    (C) to provide cash refunds of employee contributions upon
     the Participant's death; or

                    (D) to pay increased benefits that result from a plan
     amendment.

          (b) The amount that must be distributed on or before the Participant's
     required beginning date (or, if the Participant dies before distributions
     begin, the date distributions are required to begin under Section 15.2) is
     the payment that is required for one payment interval. The second payment
     need not be made until the end of the next payment interval even if that
     payment interval ends in the next calendar year. Payment intervals are the
     periods for which payments are received, e.g., bi-monthly, monthly,
     semi-annually, or annually. All of the Participant's benefit accruals as of
     the last day of the first distribution calendar year must be included in
     the calculation of the amount of the annuity payments for payment intervals
     ending on or after the Participant's required beginning date.

<PAGE>

          (c) Any additional benefits accruing to the Participant in a calendar
     year after the first distribution calendar year must be distributed
     beginning with the first payment interval ending in the calendar year
     immediately following the calendar year in which such amount accrues.

     15.4 Requirements For Annuity Distributions That Commence During
     Participant's Lifetime.

          (a) If the Participant's interest is being distributed in the form of
     a joint and survivor annuity for the joint lives of the Participant and a
     nonspouse Beneficiary, annuity payments to be made on or after the
     Participant's required beginning date to the designated Beneficiary after
     the Participant's death must not at any time exceed the applicable
     percentage of the annuity payment for such period that would have been
     payable to the Participant using the table set forth in Q&A-2 of Section
     1.401(a)(9)-6T of the Treasury regulations. If the form of distribution
     combines a joint and survivor annuity for the joint lives of the
     Participant and a nonspouse Beneficiary and a period certain annuity, the
     requirement in the preceding sentence will apply to annuity payments to be
     made to the designated Beneficiary after the expiration of the period
     certain.

          (b) Unless the Participant's spouse is the sole designated Beneficiary
     and the form of distribution is a period certain and no life annuity, the
     period certain for an annuity distribution commencing during the
     Participant's lifetime may not exceed the applicable distribution period
     for the Participant under the Uniform Lifetime Table set forth in Section
     1.401(a)(9)-9 of the Treasury regulations for the calendar year that
     contains the annuity starting date. If the annuity starting date precedes
     the year in which the Participant reaches age 70, the applicable
     distribution period for the Participant is the distribution period for age
     70 under the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of
     the Treasury regulations plus the excess of 70 over the age of the
     Participant as of the Participant's birthday in the year that contains the
     annuity starting date. If the Participant's spouse is the Participant's
     sole designated Beneficiary and the form of distribution is a period
     certain and no life annuity, the period certain may not exceed the longer
     of the Participant's applicable distribution period, as determined under
     this Section 15.4(b), or the joint life and last survivor expectancy of the
     Participant and the Participant's spouse as determined under the Joint and
     Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury
     regulations, using the Participant's and spouse's attained ages as of the
     Participant's and spouse's birthdays in the calendar year that contains the
     annuity starting date.

     15.5 Requirements For Minimum Distributions Where Participant Dies Before
     Date Distributions Begin.

          (a) Except as provided in Section 15.2(d), if the Participant dies
     before the date distribution of his or her interest begins and there is a
     designated Beneficiary, the Participant's entire interest must be
     distributed, beginning no later than the time described in Section
     15.2(b)(1) or (b)(2), over the life of the designated Beneficiary or over a
     period certain not exceeding:

               (1) unless the annuity starting date is before the first
     distribution calendar year, the life expectancy of the designated
     Beneficiary determined using the Beneficiary's age as of the Beneficiary's
     birthday in the calendar year immediately following the calendar year of
     the Participant's death; or

               (2) if the annuity starting date is before the first distribution
     calendar year, the life expectancy of the designated Beneficiary determined
     using the Beneficiary's age as of the Beneficiary's birthday in the
     calendar year that contains the annuity starting date.

<PAGE>

          (b) If the Participant dies before the date distributions begin and
     there is no designated Beneficiary as of September 30 of the year following
     the year of the Participant's death, distribution of the Participant's
     entire interest must be completed by December 31 of the calendar year
     containing the fifth anniversary of the Participant's death.

          (c) If the Participant dies before the date distribution of his or her
     interest begins, the Participant's surviving spouse is the Participant's
     sole designated Beneficiary, and the surviving spouse dies before
     distributions to the surviving spouse begin, this Section 15.5 will apply
     as if the surviving spouse were the Participant, except that the time by
     which distributions must begin will be determined without regard to Section
     15.2(b)(1).

     15.6 Definitions.

          (a) "Designated Beneficiary" means the individual who is designated as
     the Beneficiary under Section 5.5 and is the designated beneficiary under
     Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1,
     Q&A-4, of the Treasury regulations.

          (b) "Distribution Calendar Year" means a calendar year for which a
     minimum distribution is required. For distributions beginning before the
     Participant's death, the first distribution calendar year is the calendar
     year immediately preceding the calendar year which contains the
     Participant's required beginning date. For distributions beginning after
     the Participant's death, the first distribution calendar year is the
     calendar year in which distributions are required to begin pursuant to
     Section 15.2(b).

          (c) "Life expectancy" means life expectancy as computed by use of the
     Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

          (d) "Required beginning date" means the date specified in Section
     6.3(a)."

                                  FOURTH CHANGE

     Effective for distributions with annuity starting dates on or after
December 31, 2002, notwithstanding any Plan provisions to the contrary, any
reference in the Plan the "GATT Mortality Table" shall be construed as a
reference to the mortality table prescribed in Revenue Ruling 2001-62 for all
purposes under the Plan.

     The Retirement Plan of Environmental Elements Corporation, as amended and
restated effective as of January 1, 2000, as amended by the foregoing changes,
is hereby ratified and confirmed in all other respects.

     IN WITNESS WHEREOF, the Employer has caused these presents to be executed
by its duly authorized officers and its corporate seal to be affixed on
this            day of                     , 2002.
     ----------        --------------------

ATTEST:                                 ENVIRONMENTAL ELEMENTS CORPORATION


                                        By:
------------------------------------        ------------------------------------
                        , Secretary                                  , President
                   (CORPORATE SEAL)