EXHIBIT 10.24


                                AMENDMENT 1997-I
                                       TO
                                      EMCON
                           DEFERRED COMPENSATION PLAN


                  EMCON, a California  corporation (the "Company"),  pursuant to
the power granted to it by Section 11.2 of the EMCON Deferred  Compensation Plan
(the "Plan"),  hereby amends the Plan, as follows,  effective as of February 22,
1997:

1.   Section 1.1 is amended in its entirety to read as follows:

         ""Account Balance" shall mean, with respect to a Participant,  a credit
         on the  records of the  Employer  equal to the sum of (i) the  Deferral
         Account  balance,  and (ii) the  vested  Company  Contribution  Account
         balance. The Account Balance, and each other specified account balance,
         shall be a  bookkeeping  entry only and shall be  utilized  solely as a
         device for the measurement and  determination of the amounts to be paid
         to a  Participant,  or his or her designated  Beneficiary,  pursuant to
         this Plan."

2.   A new Section 1.11A is added as follows:

         ""Company   Contribution  Account"  shall  mean  (i)  the  sum  of  the
         Participant's  Discretionary  Company Contribution  Amounts,  plus (ii)
         interest  credited  in  accordance  with  all the  applicable  interest
         crediting  provisions  of this  Plan that  relate to the  Participant's
         Company Contribution  Account, less (iii) all distributions made to the
         Participant of his or her Beneficiary pursuant to this Plan that relate
         to the Participant's Company Contribution Account."

3.   A new Section 1.15A is added as follows:

         ""Discretionary  Company  Contribution  Amount" shall mean, for any one
         Plan Year, the amount determined in accordance with Section 3.4A."

4.   A new Section 1.17A is added as follows:

         ""Index Rate" shall mean, for each Plan Year, an interest  rate,  which
         may be positive or negative,  determined by the Committee,  in its sole
         discretion, that, unless otherwise indicated by the Committee, shall be
         equal to a rate based on an index  announced by the Committee  prior to
         the beginning of the Plan Year."

5.   A new Section 3.4A is added as follows:

         "Discretionary  Company  Contribution  Amount.  For each Plan Year,  an
         Employer,  in its sole discretion,  may, but is not required to, credit
         any amount it desires to any Participant's Company Contribution Account


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         under  this  Plan,  which  amount  shall  be for that  Participant  the
         Discretionary  Company  Contribution  Amount  for that Plan  Year.  The
         amount so credited to a  Participant  may be smaller or larger than the
         amount  credited to any other  Participant,  and the amount credited to
         any  Participant  for a Plan Year may be zero,  even though one or more
         other  Participants  receive  an  Discretionary   Company  Contribution
         Amount,  if any,  shall be  credited  as of the  first  day of the Plan
         Year."

6.   Section 3.5 is amended in its entirety to read as follows:

         "Interest Crediting Prior to Distribution.

                  (a)     Interest shall be credited and  compounded  annually
                          for each Plan Year prior to any  distribution  of 
                          benefits under Articles 4, 5, 6, 7 or 8 as follows:
                         (i) on a Participant's Deferral  Account,  based upon 
                          the  Crediting  Rate for each Plan Year, and (ii) on 
                          a Participant's  Company Contribution Account,  based
                          upon the Crediting  Rate for each Plan Year,
                          except to the extent the Participant  otherwise elects
                          under Section 3.5(b) below. On a Participant's 
                          Deferral  Account, nterest  shall be  credited  as
                          though the Annual  Deferral Amount for that Plan Year
                          was  withheld at the  beginning of the Plan  Year or,
                          in the  case of the  first  year of Plan
                          participation, was withheld on the date that the 
                          Participant commenced  participation  in the  Plan.  
                          On a  Participant's Company Contribution Account,
                          interest shall be credited as though the 
                          Discretionary  Company  Contribution  Amount, if
                          any, was credited at the beginning of the Plan Year
                          to which it relates. In the event of Retirement, 
                          Disability, death or a Termination of Employment
                          prior to the end of a Plan Year, the  basis  for that
                          year's  interest  crediting  will be a fraction of
                          the full year's interest, based on the number of
                          full  months  that the  participant  was  employed  
                          with the Employer  during  the Plan Year prior to the
                          occurrence  of such event.  If a distribution  is 
                          made under this Plan, for purposes of crediting 
                          interest, the Account Balance shall be reduced  as of
                          the  first  day of the  month  in  which  the
                          distribution is made.


                  (b)      Each Plan Year prior to any  distribution of benefits
                           under  Articles  4, 5, 6, 7 or 8, a  Participant  may
                           elect,  by  delivering  to the Committee a signed and
                           completed  Election  Form to such effect prior to the
                           beginning  of  such  Plan  Year,   to  have  interest
                           credited  and  compounded  annually  on  his  or  her
                           Company  Contribution  Account  based  upon the Index
                           Rate,  rather than the Crediting  Rate, for such Plan
                           Year."

2.   Section 3.7 is amended in its entirety as follows:

              "FICA and Other Taxes.

                  (g)      Annual Deferral Amounts.  For each Plan Year in which
                           an Annual  Deferral  Amount is being  first  withheld
                           from a  Participant,  the  Participant's  Employer(s)
                           shall withhold from that portion of the Participant's
                           Base Annual Salary that is not being  deferred,  in a
                           manner    determined   by   the   Employer(s),    the
                           Participant's  share  of FICA  and  other  employment


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                           taxes on such Annual Deferral  Amount.  If necessary,
                           the Committee may reduce the Annual  Deferral  Amount
                           in order to comply with this Section 3.7.

                  (h)      Company  Contribution  Amounts.  When  a  participant
                           becomes  vested  in a portion  of his or her  Company
                           Contribution  Account, the Participant's  Employer(s)
                           shall  withhold  from the  Participant's  Base Annual
                           Salary that is not deferred,  in a manner  determined
                           by the Employer(s),  the Participant's  share of FICA
                           and  other  employment   taxes.  If  necessary,   the
                           Committee  may  reduce  the  vested  portion  of  the
                           Participant's  Company  Contribution Account in order
                           to comply with this Section 3.7.

                  (i)      Distributions.  The Participant's Employer(s), or the
                           trustee  of  the  Trust,   shall  withhold  from  any
                           payments  made to a  Participant  under this Plan all
                           federal, state and local income, employment and other
                           taxes required to be withhold by the Employer(s),  or
                           the  trustee of the Trust,  in  connection  with such
                           payments, in amounts and in a manner to be determined
                           in the sole  discretion  of the  Employer(s)  and the
                           trustee of the Trust."

1.   A new Section 3.8 is added as follows:

         "Vesting.

                  (h)      A  Participant  shall at all times be one hundred 
                           percent  (100%) vested in his or her Deferral 
                           Account.

                  (i)      A Participant shall at all times be zero percent (0%)
                           vested in his or her  Company  Contribution  Account,
                           unless fully or partially  vested in accordance  with
                           the vesting schedule,  if any, provided in his or her
                           Plan Agreement."

9.   Section 7.2 is amended by deleting the words "from the January 1".

         The  Company  has  caused  this  Amendment  to be  signed  by its  duly
authorized officer as of the date written below.



                                      EMCON


                                      By:  \s\R. Michael Momboisse
                                           ---------------------------------
                                             R. Michael Momboisse

                                      Its:  CFO and Vice President, Legal
                                           ---------------------------------

                                      Date:  February 2, 1997
                                           ---------------------------------



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