Exhibit 10.2(a)
                                                                 ---------------

                            OGDEN ENERGY GROUP, INC.
                                  40 LANE ROAD
                           FAIRFIELD, NEW JERSEY 07007

                                                   January 22, 2001

Raymond E. Dombrowski, Jr.
120 Glenwood Road
Haddonfield, New Jersey  08033

                            Re: Employment Agreement

Dear Ray:

I would like to outline the proposal discussed over the weekend under which we
would agree to a change in your employment status.

We would like very much for you to stay on as Ogden Energy Group's ("OEG")
Director of Restructuring Activities for a period of six months (through July
22, 2001). Your employment in that capacity would be on the following terms:

A.   Your employment as Chief Financial Officer of Ogden Corporation will
     terminate effective January 22, 2001 and your existing employment agreement
     will be terminated as of that date except that (x) you will be entitled to
     the benefits under Section 6(d) of your existing employment agreement,
     provided that the benefits payable under paragraph 6(d)(ii) thereof shall
     be (1) computed on the basis of your salary for 2000 of $300,000 and a
     bonus for 2000 which I have decided to set at $400,000 and (2) paid out
     monthly in 12 equal installments over a period of one year from
     termination, commencing February 1, 2001 and (y) the provisions of Sections
     7 and 8 shall survive the termination of the agreement. In addition,
     although the parties believe that the payments provided for herein will not
     trigger any excise tax imposed on "Excess Parachute Payments" section
     6(d)(iii) shall also survive the termination of the agreement. Furthermore,
     although paragraph 4(g) of your agreement will terminate effective as of
     January 22, 2001, the Company's undertaking that the use of such apartment
     prior to January 22, 2001 shall be "on an after tax basis" shall survive.
     Your 2000 bonus in the amount of $400,000 will be payable at the same time
     as other 2000 bonuses for Ogden executives are paid. You will also be
     entitled to a cash payment equal to $46,000 in respect of all accrued but
     unused vacation for the past two years, payable February 1, 2001.

B.   You, OEG and Ogden will enter into a new agreement providing for the
     payments and other terms described in A above and for the following. OEG
     will employ you as its Director of Restructuring Activities of OEG in
     Fairfield for the six month period ending July 22, 2001. You will perform
     the duties assigned to you by the Chief Executive Officer of OEG in good
     faith and in accordance with his direction. Such duties may include
     completing its bank refinancing and once completed, assisting in
     maintaining compliance therewith, assisting in rating agency matters,
     certain deleveraging activities, completion of asset sales, assisting in
     preparation of Ogden's 2000 Annual Report on Form 10K, and such related
     matters as are assigned to you by the Chief Executive Officer.

C.   During this six month employment period, you will receive a monthly salary
     of $50,000, payable on the first day of each month commencing on February
     1, 2001 and standard medical, dental and life insurance benefits for OEG
     employees. You will also be eligible for a 2001 bonus based on the average
     of the closing prices of Ogden's common stock on the NYSE for the last 10
     trading days ending July 31, 2001, to be paid no later than August 31,
     2001. Such bonus shall be computed in accordance with the following
     schedule: if the closing price as determined above is $16 to $18 per share,
     the bonus shall be $150,000; if the closing price as determined above is
     more than $18 but not more than $20 per share, the bonus shall be $200,000;
     and if the closing price as determined above is above $20, the bonus shall
     be $250,000. Such bonus may be paid in either cash or stock, at the option
     of Ogden. Following the end of the six-month employment period, OEG will
     continue your medical and dental benefits pursuant to COBRA and will pay
     for a period of six months all of the costs of such continued coverage.

D.   Within 30 days after execution of your employment agreement in accordance
     with this letter, you will be paid an additional bonus of 15,000 shares of
     restricted stock pursuant to the terms of our stock incentive plan. Such
     restricted shares shall fully vest on July 31, 2001.

E.   If the Company terminates your employment prior to the conclusion of such
     six-month period for cause (including your failure to perform your duties
     in good faith), your rights with respect to the items under C and D shall
     terminate.

F.   Your employment agreement will provide a mutual non-denigration clause
     which will become effective on termination of employment.

G.   We will exchange mutual general releases relating to the Employment
     Agreement dated September 21, 1998, effective as of January 22, 2001.

Ray, it is our sincere hope that you will choose to continue to work with us in
the capacity outlined above. If you agree to the foregoing, please execute the
attached copy of this letter in the space provided below and return it to me
promptly.

                                                   Sincerely,

                                                   Ogden Energy Group, Inc.
                                                   Ogden Corporation


                                                   -------------------------
                                                   President

ACCEPTED AND AGREED this    day
of January, 2001.


----------------------------
Raymond Dombrowski