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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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