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                                                                    EXHIBIT 10.9

                                   SCHEDULE A

                            TAX ALLOCATION AGREEMENT


         TAX ALLOCATION AGREEMENT, made this 1st day of June, 1982, by and among
Laidlaw Transportation, Inc. ("Parent") and the subsidiaries of Parent that are
includible in the consolidated federal income tax return of the Parent
affiliated group for the taxable year beginning on September 1, 1981 or for any
subsequent taxable year with respect to which Parent files a consolidated
federal income tax return as the common parent corporation of an affiliated
group (the "Subsidiaries").

         Parent and the Subsidiaries (the "Affiliated Group") wish to provide
for payment of the consolidated federal income tax liability of the Affiliated
Group by Parent; for the contribution to such payment by the various members of
the Affiliated Group, including Parent to which such liability is attributable
in whole or in part; and for the reimbursement by members of the Affiliated
Group that benefit from any losses or credits of members of the Affiliated Group
in an amount which is agreed upon in writing annually by affected members.

         In consideration of the foregoing, and of the mutual covenants and
promises herein contained, Parent and the Subsidiaries agree as follows:

1.       Tax Liability of Group. The tax liability of the Affiliated Group for
         the taxable year in question shall be the consolidated tax liability as
         determined in Form 1120 (Corporate Income Tax Return) filed by the
         members of the Group. In years in which a consolidated tax liability
         exists, each member (including Parent, as the case may be) shall make
         payment to the Parent of an amount no less than its pro-rata share of
         such liability. This amount shall be derived by a formula in which the
         aggregate of all separate tax return liabilities is the denominator and
         each member's separate tax liability is the numerator. The separate
         return liabilities shall be determined by applying consolidated return
         limitations on all appropriate items such as capital gains, investment
         tax credits and charitable contributions.

2.       Tax Benefits of Group. The tax benefits enjoyed by the Affiliated Group
         for the taxable year in question as a result of losses, deductions or
         credits of any member or members of the Affiliated Group shall be
         ascertained by comparing the consolidated tax return liability to the
         sum of the separate tax return liabilities of all members with such
         liabilities. The tax benefits will then be allocated to each of those
         members who actually contributed such benefits. Each such member who
         contributed benefits will be compensated by those members who realized
         the benefits in an amount determined annually as negotiated between the
         members. Such amount of negotiated payment represents the "Tax Benefit
         Liability".


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3.       Payment for Tax Benefits of Group. The Tax Benefit Liability shall be
         paid to the respective Members within a reasonable time period after
         the annual filing of the consolidated tax return. All computations of
         tax benefit amounts shall be substantiated by specific records
         maintained by the Affiliated Group.

4.       Adjustments. Any adjustment of income, deduction or credit that results
         after the taxable year in question by reason of any carryback, amended
         return, claim for refund, or audit shall be given effect by
         redetermining amounts payable and reimbursable for such taxable year
         hereunder as if such adjustment had been part of the original
         determination hereunder. The amount of any adjustment shall reflect any
         interest actually due to the United States or to the Affiliated Group
         as a result thereof. Any penalties imposed with respect to any
         consolidated return filed on behalf of the Affiliated Group shall be
         the sole responsibility of Parent. Cessation of membership in the
         Affiliated Group shall not deprive a corporation of its Tax Benefit
         Liability amounts, or of any payment otherwise due to it, hereunder.

5.       Payments. The Parent may request from any member of the Affiliated
         Group a contribution towards estimated tax payments in an amount equal
         to the expected pro-rata portion of the consolidated tax liability of
         each such member. Such requested payments shall be offset against the
         final liability of each such member and appropriate refunds or requests
         for additional payments shall be made whenever the consolidated tax
         liability for the year becomes reasonably ascertainable.

6.       Effective Date. The Agreement shall be effective for the taxable year
         of the Affiliated Group ended August 31, 1982 and for all taxable years
         thereafter.

7.       Governing Law. This Agreement shall be governed by the laws applicable
         to contracts entered into and to be fully performed within the State of
         Illinois by residents thereof.

8.       Successors and Assigns. This Agreement shall be binding upon and shall
         inure to the benefit of, the parties hereto and their respective
         successors and assigns.




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