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                                                                   EXHIBIT 10.13

                                 AMENDMENT NO. 2
                         TO LOAN AND SECURITY AGREEMENT
                          BETWEEN UTILX CORPORATION AND
                           FINOVA CAPITAL CORPORATION

         This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is made as of March 1, 2000, by and between FINOVA CAPITAL CORPORATION
("FINOVA") and UTILX CORPORATION ("Borrower"), in light of the following:

         WHEREAS, Borrower and FINOVA entered into a Loan and Security Agreement
dated April 20, 1999 (as amended from time to time, the "Loan Agreement";
Capitalized terms used herein shall have the meanings set forth in the Loan
Agreement unless specifically defined herein); and

         WHEREAS, Borrower and FINOVA wish to amend the Loan Agreement as set
forth herein.

         NOW THEREFORE, in consideration of the mutual promises and agreements
of the parties hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

                  1. Subsection (i) in Section 9.1(b) of the Loan Agreement is
deleted in its entirety and replaced with the following:

                  (i) on a monthly basis, with FINOVA's standard form collateral
         and loan report and, upon FINOVA's request, copies of sales journals,
         cash receipt journals, and deposit slips;

         2. The INTEREST AND FEES section on pages 2 and 3 of the Schedule is
deleted in its entirety and replaced with the following:

                  REVOLVING INTEREST RATE. Borrower shall pay FINOVA interest on
         the daily outstanding balance of Borrower's Revolving Credit Loans at a
         per annum rate of .5% in excess of the rate of interest announced
         publicly by Citibank, N.A., (or any successor thereto), from time to
         time as its "prime rate" (the "PRIME RATE") which may not be such
         institution's lowest rate. The interest rate chargeable hereunder in
         respect of the Revolving Credit Loans (herein, the "REVOLVING INTEREST
         RATE") shall be increased or decreased, as the case may be, without
         notice or demand of any kind, upon the announcement of any change in
         the Prime Rate. Each change in the Prime Rate shall be effective
         hereunder on the first day following the announcement of such change.
         Interest charges and all other fees and charges herein shall be
         computed on the basis of a year of 360 days and actual days elapsed and
         shall be payable to FINOVA in arrears on the first day of each month.

         3. The TERM section on page 8 of the Schedule is deleted in its
entirety and replaced with the following:

         The term of this Agreement shall be from the date hereof until April
         20, 2002, and shall be automatically renewed for successive periods of
         one (1) year each (each, a "RENEWAL

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         TERM"), unless earlier terminated as provided in Sections 7 or 9.2
         above or elsewhere in this Agreement.

         4. The TERMINATION FEE section on page 8 of the Schedule is deleted in
         it entirety and replaced with the following:

         (A) REVOLVING CREDIT LOAN FACILITY. The Termination Fee applicable to
         the Revolving Credit Loans facility provided for in Section 9.2(d)
         shall be an amount equal to the following percentage of the Revolving
         Credit Limit:

                  (i) three percent (3%), if such early termination occurs on or
                  prior to April 20, 2000;
                  (i) two percent (2%), if such early termination occurs after
                  April 20, 2000.

         No Termination Fee shall be due if, after January 20, 2001, Borrower
         pays all of the Obligations in full from the proceeds of a conventional
         loan from a federally insured U.S. Commercial Bank.

         5. Borrower reaffirms, ratifies and confirms its Obligations under the
Loan Agreement, acknowledges that all the terms and conditions in the Loan
Agreement (except as amended herein) remain in full force and effect and further
acknowledges that the security interest granted to FINOVA in the Collateral is
valid and perfected.

         6. Other than those Events of Default or potential Events of Default
waived by this Amendment, Borrower is not aware of any events which now
constitute, or with the passage of time or the giving of notice would
constitute, an Event of Default under the Loan Agreement.

         7. This Amendment constitutes the entire agreement of the parties in
connection with the subject matter of this Amendment and cannot be changed or
terminated orally. All prior agreements, understandings, representations,
warranties and negotiations regarding the subject matter hereof, if any, are
merged into this Amendment.

         8. This Amendment may be executed in counterparts, each of which when
so executed and delivered shall be deemed an original, and all of such
counterparts together shall constitute but one and the same agreement.

         9. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF
ARIZONA.

                           FINOVA CAPITAL CORPORATION,
                           a Delaware corporation

                           By: /s/ Ron Vanek
                              --------------
                           Print Name: Ron Vanek
                           Title/Capacity: Vice President

                           UTILX CORPORATION,
                           a Delaware corporation

                           By: /s/ William M. Weisfield
                               ------------------------
                           Print Name: William M. Weisfield
                           Title/Capacity: President & Chief Executive Officer

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             REAFFIRMATION OF VALIDITY GUARANTIES AND LOAN DOCUMENTS


The undersigned (the "Validity Guarantors") hereby acknowledge and agree to the
amendment of the Loan Agreement contained in this Amendment, acknowledge and
reaffirm their obligations owing to FINOVA under the Validity Support Agreements
and any other Loan Documents to which they are parties, and agree that such
Validity Support Agreements and Loan Documents are and shall remain in full
force and effect. Although the Validity Guarantors have been informed of the
matters set forth herein and have acknowledged and agreed to same, the Validity
Guarantors understand that FINOVA has no obligation to inform the Validity
Guarantors of such matters in the future or to seek the Validity Guarantors'
acknowledgment or agreement to future amendments or waivers, and nothing herein
shall create such a duty.




                                           /s/ Darla Vivit Norris
                                           -----------------------
                                           DARLA NORRIS
                                           Senior Vice President &
                                           Chief Financial Officer

                                           /S/ William M. Weisfield
                                           ------------------------
                                           WILLIAM WEISFIELD
                                           President &
                                           Chief Executive Officer