Exhibit 10.25

To:           Law Engineering and Environmental Services, Inc & Gibb Limited
              ("Counterparty")

ATTN:         Unknown

FAX:          Unknown

FROM:         Bank of America National Trust and Savings Association ("BofA")
              26 Elmfield Road,
              Bromley,
              Kent,
              BR1 1WA,
              England,
              Attn: Global Derivative Operations


              U.S.A. Toll Free Number                U.K. Local Number
              Tel No: 1 (888) 624-0164               0181-313-2659
              Fax No: 1 (888) 624-0166               0181-313-2694


DATE:         January 12, 1998

RE:           USD 20,000,000.00 Swap Transaction commencing January 15, 1998
              Our Confirmation Reference No. SW36413


Dear Sir/Madam:


The purpose of this letter  agreement is to confirm the terms and  conditions of
the  Transaction  entered into between us on the Trade Date specified below (the
"Swap  Transaction").  This letter agreement  constitutes a "Confirmation" under
the ISDA Agreement defined below.

The  definitions  and  provisions  contained  in the 1991 ISDA  Definitions  (as
published by the International Swaps and Derivatives Association, Inc. ("ISDA"))
are  incorporated  into this  Confirmation.  In the  event of any  inconsistency
between  those   definitions   and  provisions  and  this   Confirmation,   this
Confirmation will govern.


     1.  The  parties  agree  that  the  Swap  Transaction   described  in  this
Confirmation constitutes their binding obligations.  Except as set forth in this
Confirmation,  the  Swap  Transaction  shall be  subject  to all the  terms  and
conditions  of the form of the  master  agreement  entitled  "Master  Agreement"
("Multicurrency-Cross Border" version) as published in 1992 by the International
Swaps  and  Derivatives   Association,   Inc.,  (and  herein  called  the  "ISDA
Agreement"),  excluding  the  "Schedule"  thereto.  Counterparty  and BofA shall
negotiate a Schedule and upon agreement shall sign the ISDA Agreement  including
the Schedule so negotiated and agreed upon (hereinafter called the "Agreement"),
whereupon  this  Confirmation  shall be deemed  automatically,  without  further
action  of any  party,  to be a  Confirmation  under  the  Agreement;  provided,
however,  that,  unless  and until  Counterparty  and BofA  agree upon an design
Agreement, the preceding sentence shall have full force and effect.

     THIS  FACSIMILE   TRANSMISSION  WILL  BE  THE  ONLY  WRITTEN  COMMUNICATION
     REGARDING  THIS  SWAP  TRANSACTION.   Pursuant  to  ISDA  guidelines,  this
     facsimile  transmission  will be sufficient  for all purposes to evidence a
     binding supplement to the Agreement.  However,  should you have an internal
     requirement for confirmations with an original  signature,  we request that
     you sign and return this Confirmation by facsimile,  whereupon, we will add
     an original signature to the fully executed Confirmation, and forward it to
     you by mail.
<PAGE>

2. The terms of the  particular  Swap  Transaction  to which  this  Confirmation
relates are as follows:

<TABLE>
     <S>                                             <C>    
     Notional Amount:                                USD 20,000,000.00

     Trade Date:                                     January 9, 1998

     Effective Date:                                 January 15, 1998

     Termination Date:                               January  15,  2003, subject
                                                     to adjustment in accordance
                                                     with the Modified Following
                                                     Business Day Convention.

     Fixed Amounts:

              Fixed Rate Payer:                      Counterparty

              Fixed Rate Payer Payment
              Dates:                                 Each 15th of each month,
                                                     commencing on February 15th,
                                                     1998 up to and including
                                                     the Termination Date

              Fixed Amount:                          Calculation x Fixed x Fixed Rate Day
                                                     Amount         Rate   Count Fraction

              Fixed Rate:                            5.86000 percent per annum

              Fixed Rate Day Count
              Fraction:                              Actual/360


     Floating Amounts:

              Floating Rate Payer:                   BofA

              Floating Rate Payer Payment
              Dates:                                 Each 15th of each month,
                                                     commencing  February  15th,
                                                     1998 up to and including
                                                     the Termination Date

              Floating Rate for Initial
              Calculation Period:                    To be determined

              Floating Rate Option:                  USD-LIBOR-BBA

              Designated Maturity:                   1 month

              Spread:                                None

              Floating Rate Day Count
</TABLE>
<PAGE>
<TABLE>
              <S>                                    <C>    
              Fraction:                              Actual/360

              Reset Dates:                           First day of each Calculation Period

              Compounding:                           Inapplicable

     Business day:                                   New York & London

     Business Day Convention:                        Modified Following

     Calculation Agent:                              Bank of America

     Governing Law:                                  New York


3.       Account Details:

              Payments to BofA:                      Fed Funds to Bank of America NT
                                                     and SA San Francisco,  
                                                     ABA No 1210-0035-8  BISD
                                                     Acct No. 33006-83980 
                                                     Attn: Interest Rate Swap Operations

              Payments to Counterparty:              Unknown

4.       Offices:

              Office of BofA:                        San Francisco

              Office of Counterparty:                Unknown



              Other Provisions Applicable to BofA


              Specified Entities of BofA:            None

              Credit Support Document(s)             None
              Relating to BofA:

              Credit Support Provider Relating to    None
              BofA:

              Agreements of BofA:                    As per Section 4 of the ISDA Agreement.

              Representations of BofA:               As pre Section 3 of the ISDA Agreement.


              Other Provisions Applicable to Counterparty


              Specified Entities of Counterparty:    As may be indicated in the Agreement, if at all.

              Credit Support Document(s)             As may be indicated in the Agreement, if at all.
              Relating to Counterparty:

</TABLE>
<PAGE>
<TABLE>
              <S>                                    <C>    
              Credit Support Provider Relating to    As may be indicated in the Agreement, if at all.
              Counterparty:

              Agreements of Counterparty:            As per Section 4 of the ISDA Agreement.

              Representations of Counterparty:       As per Section 3 of the ISDA Agreement.


              Other Provisions (General)

         (A)  Other Agreements:                      Corporate Resolution, Specimen Signature Certificate and other
              documentation as indicated in the      Agreement, if at all.

          (B) Events of Default:                     As per Section 5 of the ISDA Agreement and Cross Default as indicated in
              the Agreement, if at all.

          (C) Termination Events:                    All the termination Events specified in Section 5(b) of the ISDA Agreement
              will apply (including Credit           Event upon Merger).

          (D) Early  Termination:  As per  Section 6 of the ISDA  Agreement,  it
              being the parties'  intent that Section 6 apply to all outstanding
              Swap  Transactions  before  (as well as  after)  execution  of the
              Agreement.

          (E) Tax Representations:                   Counterparty and BofA make the Payer Representations contained in Part
              2 of the Schedule                      to the ISDA Agreement.  Payee Representations may
                                                     be indicated in Part 2 of the Schedule to the Agreement, if applicable.

          (F) Tax Agreements of BofA and             As may be indicated in the Agreement, if at all.
              Counterparty:
</TABLE>
          (G) Variations to the ISDA Agreement: BofA has made certain amendments
              to the ISDA  Agreement  which it believes are of a  noncontentious
              nature.  These amendments will be specified in the draft Agreement
              to be sent by BofA to Counterparty.

          (H) Documentation:   This   confirmation  will  constitute a binding
              agreement with respect to the Swap Transaction  described  herein.

     Without  prejudice  to the  preceding  sentence,Counterparty  and BofA will
negotiate in good faith to enter into the Agreement as soon as practicable after
the date of this Confirmation.

<PAGE>

     Please  confirm your  agreement  to be bound by the terms stated  herein by
executing the copy of this Confirmation  enclosed for that purpose and returning
it to us or by sending  to us a telex or  letter,  within 24 hours of receipt of
this  Confirmation  to Bank of America NT & SA San  Francisco  Telex No.  249839
Answer Back OPRST UR or U.S.A.  Toll Free Fax No: 1 (888) 624-0166 or U.K. Local
Fax No: 0181-313-2694 Attention: Global Derivatives Operations, substantially in
the form below:

Quote

         We  acknowledge  receipt of your  rapidfax  dated January 11, 1998 with
         respect to the Swap Transaction entered into on January 9, 1998 between
         Law Engineering & Environmental  Services, Inc. & Gibb Limited and Bank
         of  America  National  Trust and  Savings  Association  with a National
         Amount of USD 20,000,000.00 and a Termination Date of January 15, 2003,
         and confirm our  agreement  to be bound by the terms  specified in such
         rapidfax.


Unquote

This  Confirmation  shall  be  Conclusively  deemed  accurate  and  complete  by
Counterparty  if not objected to within two (2)  Business  Days from the date of
receipt.


                                                     Yours sincerely,

                              For and on behalf of:
                            Bank of America National
                          Trust and Savings Association

                            By: _____________________
                            Name: ___________________
                           Title: ____________________


Confirmed as of the Date first above written:
Law Engineering & Environmental Services,
Inc. & Gibb Limited


By: ___________________                              By: ______________________
Name: _________________                              Name:_____________________
Title: ________________                            Title: _____________________