EXHIBIT 10(ii) 21.
                                                   -----------------

                                                   CONFORMED COPY

                       SECOND AMENDMENT TO
                        CREDIT AGREEMENT,
        MASTER COLLATERAL AND INTERCREDITOR AGREEMENT AND
                    NOTE PURCHASE AGREEMENTS


          AMENDMENT AND CONSENT, dated as of October 30, 1996 (the
"Amendment"), to (i) the Credit Agreement, dated as of October 24, 1995,
as amended by Amendment No. 1 to Credit Agreement, dated as of January 5,
1996 (as amended, supplemented or otherwise modified from time to time,
the "Agreement") among IT CORPORATION, a California corporation (the
"Borrower"), the several banks and other financial institutions from time
to time parties thereto (the "Lenders") and The Chase Manhattan Bank
(formerly known as Chemical Bank), as administrative agent for the Lenders
(in such capacity, the "Agent"), (ii) the Master Collateral and
Intercreditor Agreement, dated as of October 24, 1995 (as amended,
supplemented or otherwise modified from time to time, the "Intercreditor
Agreement"), among the Lenders and the holders of the outstanding Senior
Notes (collectively, the "Participating Creditors") and The Chase
Manhattan Bank (formerly known as Chemical Bank), as collateral agent for
the Participating Creditors and (iii) the several Note Purchase
Agreements, each dated as of October 24, 1995, as amended by Amendment No.
1 to Note Purchase Agreements, dated as of January 5, 1996 (as amended,
supplemented or otherwise modified from time to time, collectively, the
"Note Agreements") between the Borrower and the respective Purchasers
party thereto (the Agreement, the Intercreditor Agreement and the Note
Agreements, collectively, the "Agreements").


                      W I T N E S S E T H :


          WHEREAS, the parties hereto wish to amend or waive certain
provisions of the Agreements on the terms set forth herein; 

          NOW, THEREFORE, in consideration of the premise contained
herein, the parties hereto agree as follows:

          1.   Defined Terms.  Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to them in
the Agreements as amended hereby. 

          2.   Consent.  Notwithstanding anything to the contrary
contained in the Loan Documents (as defined in the Credit Agreement), the
Note Agreements, the Senior Notes or the Intercreditor Agreement, the
parties hereto hereby agree that the Carlyle Transaction shall not
constitute a Change of Control under the Agreements, provided that the
aggregate net cash proceeds received by the Borrower upon consummation of
the Carlyle Transaction is at least $40,000,000.00.

          3.   Amendment to Section 1.1 of the Credit Agreement
(Definitions).  The definition of "Applicable Margin" is hereby amended by

<PAGE>
                                                                      2

(i) deleting the word "and" before the word "(b)" and substituting
therefor "," and (ii) deleting the clause beginning"; and provided,
further," and substituting therefor the following to read in its entirety:

          "(c) in addition, for each day from the Second
     Amendment Effective Date to and including June 30, 1997, an
     additional 0.75% shall be added to the applicable rate per
     annum for any outstanding Alternate Base Rate Loans or
     Eurodollar Loans in clauses (a) or (b) above; and 

          (d) in addition, for each day of each calendar quarter
     following the calendar quarter ending June 30, 1997, the
     applicable rate set forth below opposite the Leverage Ratio
     (in each case calculated as of the last day of the
     Borrower's fiscal quarter ending on or about the beginning
     of such calendar quarter and based upon the Borrower's
     financial statement for such fiscal quarter delivered to the
     Lenders pursuant to Section 21 of Schedule III) shall be
     added to the applicable rate per annum for any outstanding
     Alternate Base Rate Loans or Eurodollar Loans in clauses (a)
     or (b) above:

               Leverage Ratio
               --------------
                  < 2.99                      None
                  -
               3.00 < 3.49                  + 0.25%
                    -
               3.50 < 3.99                  + 0.50% 
                    -
               4.00 < 4.49                  + 0.75%
                    -
               4.50 < 4.99                  + 1.00%
                    -
                  > 5.00                    + 1.25%".
                  -

          4.   Amendment to Subsection 4.3 of the Credit Agreement
(Purpose of Loans).  Subsection 4.3 is hereby amended by:

            (i) deleting the word "and" appearing at the end of
     clause (iii);

           (ii) deleting the period at the end of clause (iv)
     thereof and substituting the word "; and" in lieu thereof;
     and
     
          (iii) inserting a new clause at the end thereof to read
     in its entirety "(v) Investments, subject to the limitations
     contained in Section 13 of Schedule II.". 

          5.   Amendment to Schedule I (Uniform Definitions). (a) 
Schedule I is hereby amended by adding in the appropriate alphabetical
order the following new definitions:

          "'Carlyle 6% Preferred Stock' shall mean the 6%
     convertible participating preferred stock issued by the
     Parent, $100.00 par value per share, which are convertible
     into shares of the Parent's common stock." 

<PAGE>
                                                                   3

          "'Carlyle Transaction' shall mean the acquisition of
     (i) up to 45,000 shares of Carlyle 6% Preferred Stock (and
     the distribution of additional shares of Carlyle 6%
     Preferred Stock as a dividend on the Carlyle 6% Preferred
     Stock, to be distributed at a rate of 3% for a period not
     exceeding one year during the second year after the date of
     issue) and (ii) warrants to purchase 5,000,000 shares of
     common stock, $1.00 par value per share, of the Parent and
     the exercise of such warrants, in each case, by certain
     limited partnerships of which TC Group, L.L.C. is the
     general partner, pursuant to the Securities Purchase
     Agreement (without any material amendments or waivers to the
     terms thereof, including, without limitation, the
     Certificate of Designation, attached as Exhibit A thereto)."
     

          "'Leverage Ratio' shall mean, on the last day of any
     fiscal quarter, the ratio of (i) an amount equal to the
     average month-end Total Debt for each month ended in such
     fiscal quarter to (ii) EBITDA for the period of four
     consecutive fiscal quarters ending on such day."

          "'Second Amendment' shall mean the Second Amendment to
     the Credit Agreement, the Master Collateral and
     Intercreditor Agreement and the Note Purchase Agreements,
     dated as of October 30, 1996, by and among the Borrower, the
     Agent, the Lenders and the Noteholders."

          "'Second Amendment Effective Date' shall mean the date
     upon which (i) the Second Amendment is (a) executed by the
     Borrower, the Majority Creditors, the Agent and each
     Noteholder and (b) acknowledged by the Borrower, the Parent,
     IT-Tulsa Holdings, Inc., IT Hanford, Inc., Universal
     Professional Insurance Company, Gradient Corporation, Zentox
     Corporation, (ii) the Agent receives a non-refundable
     amendment fee in the amount equal to $300,000.00 (the
     "Amendment Fees") for the ratable benefit of each Lender, in
     immediately available funds and (iii) each Noteholder
     receives its ratable share (based on such Lender's
     percentage of the outstanding principal amount of the Senior
     Notes) of a non-refundable fee in the aggregate amount of
     $325,000.00 (each, a "Noteholder's Fee") in immediately
     available funds."

          "'Securities Purchase Agreement' shall mean the
     Securities Purchase Agreement, dated as of August 28, 1996,
     by and among the Parent and certain limited partnerships of
     which TC Group, L.L.C. is the general partner." 


          (b)  The definition of "Capital Expenditures" is hereby amended
by (i) deleting the word "," following the words "and equipment" and
substituting therefor the words ", other than in connection with
acquisitions of assets comprising a business unit or Capital Stock of any
Person, and" and (ii) deleting the clause (c) in its entirety.

          (c)  The definition of "Consolidated Net Worth" is hereby
amended by deleting it in its entirety and substituting therefor the
following new definition in its entirety:

     "shall mean, without duplication, (a) the capital stock (but
     excluding treasury stock and capital stock subscribed but
     unissued and preferred stock of the Parent or any of its

<PAGE>
                                                                   4

     Subsidiaries redeemable prior to October 31, 2003) and
     surplus accounts of the Parent and its Restricted
     Subsidiaries appearing on a consolidated balance sheet of
     the Parent and its Restricted Subsidiaries prepared in
     accordance with GAAP, provided that the investment in
     Quanterra represented in such accounts and surplus shall be
     included only to the extent of such investment existing at
     the Second Amendment Effective Date at all times valued at
     its book value (such amount on the Second Amendment
     Effective Date being $13,925,000.00) plus the book value of
     up to $3,575,000.00 of additional investment in Quanterra,
     plus (b) non-cash charges arising from the writing off of
     the asset values for deferred taxes and the investment in
     Quanterra in an amount no greater than $30,000,000.00,
     provided to the extent that the non-cash charges referred to
     in this clause (b) are less than $30,000,000.00, any other
     non-cash charges in an amount no greater than $5,000,000.00,
     in any case taken during the period from the Second
     Amendment Effective Date to and including the fiscal year
     ending on or before March 31, 1998 minus (c) Restricted
     Investments, and minus:

               (d)(i)  (A) the net book amount of all assets,
          after deducting any reserves applicable thereto, which
          would be treated as intangibles under GAAP, including,
          without limitation, such items as good will,
          trademarks, trade names, service marks, brand names,
          copyrights, patents and licenses, and rights with
          respect to the foregoing, unamortized debt discount and
          expense (other than the capitalized expenses related to
          the Credit Agreement and the Note Agreements and
          amendments and waivers thereto up to and including the
          Second Amendment, but not any subsequent amendments,
          refinancings or waivers relating thereto),
          organizational expenses and the excess of cost of
          purchased Subsidiaries over equity in the net assets
          thereof at the date of acquisition (collectively,
          "Intangible Assets") reflected on the Parent's
          consolidated balance sheet up to and including
          September 27, 1996, and, (B) either (1) only 50% of any
          Intangible Assets acquired after September 27, 1996,
          subject to the consummation of the Carlyle Transaction
          or (2) 100% of any Intangible Assets acquired after
          September 27, 1996 if the Carlyle Transaction is not
          consummated;

               (ii)  any write-up in the book value of any asset
          on the books of the Parent or any Restricted Subsidiary
          resulting from a revaluation thereof subsequent to the
          Closing Date;

               (iii)  the amounts, if any, at which any shares of
          stock of the Parent or any Restricted Subsidiary appear
          on the asset side of such balance sheet; and

               (iv)  all deferred charges (other than deferred
          taxes and prepaid expenses).".  

          (d)  The definition of "Guaranty" is hereby amended by inserting
at the end thereof the following sentence in its entirety:

<PAGE>
                                                                       5

     "For clarification purposes, all Debt of a Permitted Joint
     Venture guaranteed by the Parent or any of its Restricted
     Subsidiaries or which is recourse to the Parent or any of
     its Restricted Subsidiaries, as the case may be, shall be a
     Guaranty.".

          (e)  The definition of "Make-Whole Amount" is hereby amended by
deleting the definition of "Remaining Scheduled Payments" thereto in its
entirety and substituting in lieu thereof the following new definition in
its entirety:

          "'Remaining Scheduled Payments' means, with respect to
     the Called Principal of any Senior Note, all payments of
     such Called Principal and interest thereon (assuming for
     such purposes that interest (computed on the basis on a 360-
     day year of twelve 30-day months) shall be deemed to accrue
     at a rate of 8.67% per annum, payable semi-annually on each
     April 30 and October 30) that would be due after the
     Settlement Date with respect to such Called Principal if no
     payment of such Called Principal were made prior to its
     scheduled due date, provided that if such Settlement Date is
     not a date on which interest payments are due to be made
     under the terms of the Senior Notes, then the amount of the
     next succeeding scheduled interest payment will be reduced
     by the amount of interest accrued to such Settlement Date
     and required to be paid on such Settlement Date pursuant to
     Section 7 or 10 of the Note Agreements.".

          (f)  The definition of "Permitted Joint Ventures" is hereby
amended by (i)  deleting clause (ii) in its entirety and renumbering the
subsequent clauses accordingly and (ii)  deleting the word "$15,000,000"
in clause (iii) thereto and substituting therefor the word "$20,000,000". 

          (g)  The definition of "Senior Notes" is hereby amended by
deleting it in its entirety and substituting in lieu therefor the
following new definition in its entirety:

          "'Senior Notes' shall mean $65,000,000 aggregate
     principal amount of the Company's Guaranteed Senior Secured
     Notes due October 30, 2003 (including any such notes issued
     in substitution therefor pursuant to Section 11 of the Note
     Agreements or pursuant to the Second Amendment) originally
     issued pursuant to the Note Agreements, to be substantially
     in the form of the Senior Note set out in Exhibit A to the
     Note Agreements, with such changes therefrom, if any, as may
     be approved by the Noteholders and the Company.".

          6.   Amendment to Schedule II (Uniform Representations
and Warranties).  

          (a)  Section 5 is hereby amended by (i) deleting the words
"March 31, 1995" and substituting therefor the words "June 28, 1996" and
(ii) inserting immediately after the words "Exchangeable Preferred Stock"
in clause (c) thereto the words "and the Carlyle 6% Preferred Stock.".

<PAGE>
                                                                       6

          (b)  Section 13 is hereby amended by (i) deleting the word "and"
following the words "other existing Debt" and substituting therefor ","
and (ii) deleting the period at the end thereof and substituting therefor
the following new clause in its entirety:

     "and, subject to the consummation of the Carlyle
     Transaction, to make Investments, provided that with respect
     to any Investment made with the proceeds of any Loan (i)
     such Investment shall not be made on or before September 30,
     1997, (ii) the aggregate amount of Loans used by the Company
     for such Investments shall not exceed $20,000,000.00 for any
     consecutive four-quarter period, (iii) such Investments
     shall not be an acquisition that has not been approved by
     the Board of Directors of the Person being acquired, (iv)
     such Investments shall not be of an entity organized under
     the laws of any jurisdiction other than the United States of
     America or any state thereof or Canada, (v) such Investments
     (whether pursuant to a single transaction or a series of
     related transactions) shall not be made for consideration
     greater than $10,000,000.00 unless EBITDA minus capital
     expenditures (each as defined under GAAP) for the Person
     being acquired shall be positive in the aggregate for no
     less than two fiscal years immediately preceding such
     purchase, (vi) after giving effect to such Loans, the
     Available Commitment of all Lenders is at least $5,000,000
     and (vii) Borrowing Base excess on a pro forma basis after
     taking into account the inclusion of such assets being
     acquired shall be at least $20,000,000.00 until September
     30, 1998, and at least $15,000,000.00 thereafter.".

          7.   Amendment to Schedule III (Uniform Covenants).  (a) 
Subsection 1(a)(v) is hereby amended by inserting at the end thereof the
following in its entirety:

     ", and, subject to the consummation of the Carlyle
     Transaction, an additional amount of Debt comprised of
     unsecured debt incurred or assumed in connection with any
     acquisition not prohibited hereunder in an aggregate
     principal amount outstanding not to exceed (A)
     $10,000,000.00 or (B) from and after the first date on which
     the ratio of Total Debt to EBITDA, as calculated pursuant to
     clause (viii) hereof, as at the last day of the most recent
     fiscal quarter for which financial statements have been
     delivered hereunder is less than 3.50:1.00,
     $20,000,000.00.".

          (b)  Section 3 is hereby amended by deleting it in its entirety
and substituting therefor the following in its entirety:

          "The Parent will not, as at the end of each fiscal
     quarter, permit the Leverage Ratio to be greater than the
     ratios specified below for the fiscal quarters ending in the
     periods specified below:

          Period                                        Ratio
          ------                                        -----

          Beginning September 28, 1996 
            through and including March 28, 1997       7.00:1.00
          Beginning March 29, 1997 
            through and including December 26, 1997    6.00:1.00

<PAGE>
                                                                       7
          Beginning December 27, 1997
            through and including June 26, 1998        5.00:1.00
          Beginning June 27, 1998 
            through and including December 25, 1998    4.50:1.00
          Beginning December 26, 1998
            through and including December 31, 1999    4.00:1.00
          Thereafter                                   3.50:1.00".    

          (c)  Section 4 is hereby amended by deleting it in its entirety
and substituting therefor the following new paragraph in its entirety:

          "The Parent will not, as at the end of any fiscal
     quarter beginning with the fiscal quarter commencing on
     September 28, 1996, permit Consolidated Net Worth to be less
     than the sum of (a) $112,400,000, plus (b) 50% of the
     cumulative Net Income (without reduction for loss during any
     fiscal quarter) for all fiscal quarters ending after
     September 27, 1996, plus (c) 50% of (i) the net cash
     proceeds from the sale or issuance of any of the Parent's
     common stock directly or through the conversion of
     convertible debt and (ii) any cash proceeds received from
     the exercise of any warrants and rights to purchase the
     Parent's common stock, plus (d) 60% of the net cash proceeds
     from the issuance and sale of any Carlyle 6% Preferred
     Stock.".

          (d)  Section 5 is hereby amended by deleting it in its entirety
and substituting therefor the following in its entirety:

          "The Parent will not, as at the end of each fiscal
     quarter specified below, permit the ratio of (i) EBIT for
     the period specified below, to (ii) an amount equal to (A)
     Interest Expense for such period minus any fees paid
     pursuant Section 13 of to the Second Amendment amortized or
     required to be amortized in the determination of Net Income
     for such period, plus (B) all cash dividends on Preferred
     Stock paid during such period, including, without
     limitation, all cash dividends paid on Carlyle 6% Preferred
     Stock during such period, plus (C) on and after March 26,
     1999, the current maturities of long term debt, to be less
     than the ratios specified below:

          Fiscal Quarter Ending                   Ratio
          ---------------------                   -----
          Quarter Ended March 28, 1997            0.75:1.00
          Two Quarter Period 
            Ended June 27, 1997                   1.00:1.00
          Three Quarter Period 
            Ended September 26, 1997              1.00:1.00
          Four Quarter Period 
            Ended December 26, 1997               1.25:1.00
          Four Quarter Periods 
            Ended March 27, 1998                  
            and June 26, 1998                     1.50:1.00
          Four Quarter Period 
            Ended September 25, 1998              1.75:1.00

<PAGE>
                                                                     8
          Rolling Four Quarter Periods 
            Ended December 25, 1998 
            and thereafter                        2.00:1.00".    
                    
          (e)  Section 6(b) is hereby amended by inserting immediately
after the word "35%" the clause "(or, in the case of the Carlyle
Transaction, 20%)".

          (f)  Section 7(g) is hereby amended by (i) deleting the
word "$15,000,000" and substituting therefor the word "$20,000,000" and
(ii) inserting at the end of Section 7(g) the following in its entirety:

     ", provided that no such Permitted Joint Venture may owe or
     incur any Debt with recourse against the Parent or its
     Restricted Subsidiaries, as the case may be, nor shall the
     Parent or any of its Restricted Subsidiaries guarantee such
     Debt of a Permitted Joint Venture, unless such Debt or
     guarantee is permitted to be made by Section 1
     hereunder.".        

          (g)  Section 7 is hereby amended by (i) deleting the period at
the end of clause (k) thereto and substituting therefor the word "," and
(ii) inserting the following new clause in its entirety at the margin:

     ", provided that with respect to any Investment pursuant to
     this Section 7, (A) the Agent shall have the option to
     perform an audit of assets directly or indirectly being
     acquired thereby, at the Borrower's expense, prior to the
     inclusion in the Borrowing Base of such assets if the value
     of such assets is less than 10% of the Borrowing Base for
     the immediately preceding month and (B) the Agent shall
     perform an audit of assets directly or indirectly being
     acquired thereby, at the Borrower's expense, prior to such
     assets inclusion in the Borrowing Base if the value of such
     assets is (i) equal to or greater than 10% of the Borrowing
     Base for any single acquisition or (ii) equal to or greater
     than 25% of the Borrowing Base in the aggregate for the
     immediately preceding four quarters (it being understood
     that the foregoing proviso is not intended to limit or
     restrict any other inspection or evaluation rights of the
     Agent set forth in the Loan Documents).". 

          (h)  Section 8(c) is hereby amended by (i) deleting the word
"or" appearing before the word "(ii)" and substituting therefor the word
"," and (ii) inserting at the end of Section  8(c) the following new
clause (iii) "or (iii) to enable the Parent to pay dividends on the
Carlyle 6% Preferred Stock, provided that at no time shall the dividend
rate per annum on the Carlyle 6% Preferred Stock exceed 6%".

          (i)  Section 8 is hereby further amended by:

            (i) deleting the word "or" at the end of clause 
     (d)(ii)(D) thereto;

           (ii) deleting the word "." at the end of clause (f)
     thereto and substituting therefor the words "; or"; and

<PAGE>
                                                                     9
          (iii) inserting the following new paragraph (g) in its
     entirety:

               "(g) so long as no Default or Event of Default
          shall have occurred and is continuing, the Company may
          redeem its capital stock out of the net cash proceeds
          of the issuance of any other new capital stock,
          provided that the new capital stock being issued is (i)
          either pari passu or junior in right to receive
          dividends and (ii) has no additional or improved
          economic terms than the capital stock being redeemed
          and that such redemption and issuance occur within a
          reasonable period of time.". 

          (j)  Schedule III is hereby further amended by adding the
following new Section 27 in its entirety:

     "Section 27.   Use of Proceeds of Senior Notes.

     Neither the Parent or any of its Affiliates will, directly
     or indirectly, use any of the proceeds of the sale of the
     Senior Notes for the purpose, whether immediate, incidently
     or ultimate, of buying a "margin stock" or of maintaining,
     reducing or retiring any indebtedness originally incurred to
     purchase a stock that is currently a "margin stock", or for
     any other purpose which might constitute this transaction a
     "purpose credit", in each case within the meaning of
     Regulation G of the Board of Governors of the Federal
     Reserve System (12 C.F.R. 207, as amended) or Regulation U
     of such Board (12 C.F.R. 221, as amended), or otherwise take
     or permit to be taken any action which would involve a
     violation of such Regulation G or Regulation U or of
     Regulation T (12 C.F.R. 220, as amended) or Regulation X (12
     C.F.R. 224, as amended) or any other regulation of such
     Board.  No indebtedness being reduced or retired out of the
     proceeds of the sale of the Senior Notes was incurred for
     the purpose of purchasing or carrying any such "margin
     stock", and neither the Company or any of its Affiliates
     owns or has any intention of acquiring such "margin
     stock".".

          8.   Limited Waiver.  Compliance with Sections 2, 4 and 5 of
Schedule III is hereby waived for the quarters ended June 28, 1996 and
September 27, 1996.

          9.   Amendment to Section 1 of the Note Agreements.  Section 1
of each Note Agreement is hereby amended by deleting it in its entirety
and substituting therefor the following paragraph in its entirety:

     "SECTION 1.    AUTHORIZATION OF SENIOR NOTES.

          The Company will authorize the issue and sale of
     $65,000,000 aggregate principal amount of its 8.67%
     Guaranteed Senior Secured Notes due October 30, 2003
     (including any such notes issued in substitution therefor
     pursuant to Section 11 or pursuant to the Second Amendment),
     to be substantially in the form of the Senior Note set out
     in Exhibit A, with such changes therefrom, if any, as may be
     approved by you and the Company.  Certain capitalized terms
     used in this Agreement are defined in Schedule I; references

<PAGE>
                                                                     10
     to a "Schedule" or an "Exhibit" are, unless otherwise
     specified, to a Schedule or an Exhibit attached to this
     Agreement.

          The Senior Notes will be guaranteed by the Parent and
     the Subsidiary Guarantors pursuant to the Guarantees and
     will be secured as provided in the Security Documents.".

          10.  Amendment to Section 8 of the Note Agreements.  Section 8
of each Note Agreement is hereby amended by deleting it in its entirety
and substituting therefor the following paragraph in its entirety:

     "SECTION 8.    COVENANTS OF THE COMPANY

          The Company covenants that from the date of this
     Agreement through the Closing and thereafter so long as any
     of the Senior Notes are outstanding, (a) it will observe and
     comply with the "Uniform Covenants" set forth in Schedule
     III, which Schedule III is incorporated herein as if set
     forth herein in full, and (b) commencing on the Second
     Amendment Effective Date, the Company will pay interest on
     the unpaid balance of the principal amount of the Senior
     Notes outstanding until the unpaid balance shall become due
     and payable (whether at stated maturity or at a date fixed
     for prepayment or by declaration or otherwise) at the rate
     calculated below (the "Rate"), in cash, on each April 30 and
     October 30 after the Second Amendment Effective Date, and
     with interest on any overdue principal (including any
     overdue prepayment of principal) and premium, if any, and
     (to the extent permitted by law) on any overdue interest, at
     the Rate plus 2.00%, payable semi-annually as aforesaid or,
     at the option of the holder of its respective Senior Note,
     on demand.

          The interest shall be calculated by the Company on a
     daily basis (each such day, a "Determination Date") based on
     the principal amount of the Senior Notes outstanding on such
     Determination Date.  Daily interest shall be calculated,
     based on actual days elapsed in a 365-day year, at a rate
     per annum equal to 9.42% for the period commencing on the
     Second Amendment Effective Date to and including June 30,
     1997, and for each day of each calendar quarter following
     the calendar quarter ending June 30, 1997, at a rate per
     annum equal to the sum of (i) 8.67% plus (ii) the applicable
     rate set forth below opposite the Leverage Ratio (in each
     case calculated as of the last day of the Company's fiscal
     quarter ending on or about the beginning of such calendar
     quarter and based upon the Company's financial statement for
     such fiscal quarter delivered to the Noteholders pursuant to
     Section 21 of Schedule III):

                       Leverage Ratio              Rate
                       --------------              ---- 

                          < 2.99                   None
                          - 
                     3.00 < 3.49                   0.25%
                          -
                     3.50 < 3.99                   0.50%
                          - 

<PAGE>
                                                                  11
                     4.00 < 4.49                    0.75%
                          -
                     4.50 < 4.99                    1.00%
                          -

                          > 5.00                    1.25%
                          -

     The Senior Notes are hereby amended to the extent of the
     foregoing provisions, and, within 10 Business Days of the
     Second Amendment Effective Date, the Company shall issue and
     deliver to the Noteholders revised Senior Notes, in form and
     substance satisfactory to the holders of the Senior Notes
     reflecting the payment of interest specified above and shall
     obtain for such notes a Private Placement Number issued by
     Standard & Poor's CUSIP Service Bureau (in cooperation with
     the Securities Valuation Office of the National Association
     of Insurance Commissions).  Each such revised Senior Note,
     shall be a "Senior Note".".

          11.  Amendment to the Intercreditor Agreement.  The
Intercreditor Agreement is hereby amended by deleting the words "(the
"Senior Notes")" in clause (B) thereto.

          12.  Representations and Warranties.  On and as of the date
hereof, the Borrower hereby represents and warrants that after giving
effect to the waivers and amendments contained herein, no Default or Event
of Default has occurred or is continuing.

          13.  Fees.  The Borrower shall pay (i) to the Agent, a
non-refundable amendment fee in the amount equal to $300,000.00 (the
"Amendment Fee") for the ratable benefit of each Lender, in immediately
available funds and (ii) to each Noteholder, its ratable share (based on
such Noteholder's percentage of the outstanding principal amount of the
Senior Notes) of a non-refundable fee in the aggregate amount of
$325,000.00 (each, a "Noteholder's Fee") in immediately available funds.

          14.  Effective Date.  This Amendment will become effective on
the Second Amendment Effective Date. 

          15.  Continued Effect.  Except as expressly amended as provided
for herein, the Agreements shall continue to be, and shall remain, in full
force and effect in accordance with its terms.  This Amendment shall be
limited solely for the purposes and to the extent expressly set forth
herein and nothing herein express or implied shall constitute an
amendment, supplement, modification or waiver to or of any other term,
provision or condition of the Agreements.

          16.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

<PAGE>
                                                                    12

          17.  Counterparts.  This Amendment may be executed by the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their properly and
duly authorized officers as of the day and year first above written.
     

                                  IT CORPORATION


                                  By:  /s/ Philip H. Ockelmann       
                                     -------------------------
                                    Title:   VP, Finance & Treasurer 



                                  THE CHASE MANHATTAN BANK (formerly
                                   known as Chemical Bank), as 
                                   Administrative Agent and as a Lender


                                  By:  /s/ John T. Zeller            
                                     -------------------------
                                    Title:  Vice President


                                  SOCIETE GENERALE


                                  By:  /s/ David Brunson             
                                     -------------------------
                                    Title:  First Vice President


                                  THE FIRST NATIONAL BANK OF BOSTON


                                  By:  /s/ J. Lee Harper             
                                     -------------------------
                                    Title:  Vice President


                                  JOHN HANCOCK MUTUAL LIFE INSURANCE
                                   COMPANY


                                  By:  /s/ Stephen J. Blewitt        
                                     -------------------------
                                    Title:  Investment Officer

<PAGE>


                                  JOHN HANCOCK LIFE INSURANCE
                                   COMPANY OF AMERICA


                                  By:  /s/ Willma J. Davis           
                                     -------------------------
                                    Title:  Vice President


                                  ALLSTATE LIFE INSURANCE COMPANY


                                  By:  /s/ Charles D. Mires          
                                     -------------------------
                                    Title:  Vice President


                                  By:  /s/ Ronald C. Mendel          
                                     -------------------------
                                    Title:  Senior Investment Manager


                                  THE MUTUAL LIFE INSURANCE COMPANY
                                   OF NEW YORK


                                  By:  /s/ Suzanne E. Walton         
                                     -------------------------
                                    Title:  Managing Director

                                  MONY LIFE INSURANCE COMPANY OF
                                   AMERICA


                                  By:  /s/ Suzanne E. Walton         
                                     -------------------------
                                    Title:  Authorized Agent

<PAGE>

The undersigned hereby acknowledge and affirm their respective obligations
pursuant to the Security Agreements and the Guarantees as of the day and
year first above written.


                                  INTERNATIONAL TECHNOLOGY
                                   CORPORATION


                                  By:  /s/ Philip H. Ockelmann       
                                     -------------------------
                                    Title:  VP, Finance & Treasurer


                                  IT CORPORATION


                                  By:  /s/ Philip H. Ockelmann       
                                     -------------------------
                                    Title:  VP, Finance & Treasurer


                                  IT-TULSA HOLDINGS, INC.


                                  By:  /s/ Philip H. Ockelmann       
                                     -------------------------
                                    Title:   Treasurer


                                  IT HANFORD, INC.


                                  By:  /s/ Philip H. Ockelmann       
                                     -------------------------
                                    Title:   Assistant Treasurer


                                  UNIVERSAL PROFESSIONAL INSURANCE
                                  COMPANY


                                  By:  /s/ Philip H. Ockelmann       
                                     -------------------------
                                    Title:  Treasurer


                                  GRADIENT CORPORATION


                                  By:  /s/ Philip H. Ockelmann       
                                     -------------------------
                                    Title:   Assistant Treasurer  

<PAGE>