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EXHIBIT 10.17 THIRD AMENDMENT TO THE CREDIT AGREEMENT



                                December 11, 1998
                                -----------------

Bank of America National Trust 
and Savings Association, as Administrative 
Agent, and the Lenders party to the Credit 
Agreement referred to below

                  Re:   Third Amendment to Credit Agreement
                        -----------------------------------

Ladies and Gentlemen:

         Please refer to the Credit Agreement dated as of March 17, 1998 among
Compass International Services Corporation, various financial institutions and
Bank of America National Trust and Savings Association, as Administrative Agent.
Capitalized terms used but not otherwise defined herein have the meanings
assigned thereto in the Credit Agreement.

         The parties hereto agree that:

         The definition of "L/C Commitment" shall be amended by deleting the
amount $1,000,000" therein and substituting the amount "$2,000,000" therefor.

         Section 8.21 shall be amended by deleting the amount "$6,000,000"
therein and substituting the amount "$10,000,000" therefor.

         Except as amended above, the Credit Agreement and the documents
executed pursuant to the Credit Agreement shall remain in full force and effect
and are hereby ratified and confirmed in all respects. This letter amendment
shall be a contract made under and governed by the internal laws of the State of
Illinois.

         This letter amendment shall be effective on the date the Administrative
Agent has received counterparts of this letter amendment executed by the
Company, the Administrative Agent and the 

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Required Lenders (or, in the case of any party from which the Administrative
Agent has not received a counterpart hereof, facsimile confirmation of the
execution of a counterpart by such party).

         This letter amendment may be executed in any number of counterparts and
by the different parties on separate counterparts, and each such counterpart
shall be deemed to be an original but all such counterparts shall together
constitute one and the same letter amendment.

         The Company agrees to pay the reasonable costs and expenses of the
Administrative Agent (including reasonable attorney's fees and charges) in
connection with the preparation, execution and delivery of this letter
amendment.

         Please evidence your agreement to the foregoing by signing and
returning a counterpart of this letter amendment.

                                    Very truly yours,

                                    COMPASS INTERNATIONAL SERVICES
                                    CORPORATION


                                    By: ______________/S/_________________
                                    Title: ____________/S/__________________

                                    Accepted and Agreed:

                                    BANK OF AMERICA NATIONAL TRUST
                                    AND SAVINGS ASSOCIATION, as
                                    Administrative Agent


                                    By: _____________/S/__________________
                                    Title: ___________/S/___________________

                                    BANK OF AMERICA NATIONAL TRUST
                                    AND SAVINGS ASSOCIATION, as Issuing
                                    Lender and as a Lender

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                                    By: _____________/S/__________________
                                    Title: ___________/S/___________________

                                    FIRST NATIONAL BANK OF MARYLAND


                                    By: ____________/S/____________________
                                    Title: __________/S/_____________________

                                    FLEET NATIONAL BANK


                                    By: ____________/S/____________________
                                    Title: __________/S/_____________________




 
                                    PNC BANK, NATIONAL ASSOCIATION


                                    By: ____________/S/___________________
                                    Title: __________/S/____________________