EXHIBIT 4.1h



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                   TENTH AMENDMENT AND MODIFICATION AGREEMENT

                                  by and among

                                  JOULE, INC.,
                                 as the Borrower

                                       and

                         JOULE MAINTENANCE CORPORATION,
                       JOULE TECHNICAL SERVICES, INC. and
                         JOULE TECHNICAL STAFFING, INC.,
                    collectively as the Corporate Guarantors

                                       and

                                  SUMMIT BANK,
                                  as the Lender

                         Dated: As of November 15, 1999
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                   TENTH AMENDMENT AND MODIFICATION AGREEMENT


     THIS TENTH AMENDMENT AND MODIFICATION AGREEMENT (hereinafter referred to as
this "Tenth  Modification  Agreement"),  is made as of the 15th day of November,
1999, by and among,

     JOULE,  INC., a corporation  duly organized,  validly  existing and in good
standing under the laws of the State of Delaware, having its principal executive
office  located at 1245 Route 1 South,  Edison,  New Jersey  08837  (hereinafter
referred to as the "Borrower"),

     AND

     JOULE  MAINTENANCE  CORPORATION,  a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of New Jersey,  having
its principal executive office located at 1245 Route 1 South, Edison, New Jersey
08837 (hereinafter referred to as "Joule Maintenance Corporation"),

     AND

     JOULE TECHNICAL SERVICES,  INC., as  successor-in-interest  pursuant to the
merger  of  JOULE  ENGINEERING  CORP.,  JOULE  TEMPORARIES  CORPORATION,   JOULE
MAINTENANCE OF MARYLAND, INC., JOULE TECHNICAL CORPORATION, JOULE MAINTENANCE OF
GIBBSTOWN,  INC., JOULE MAINTENANCE OF NEW YORK, INC. AND TIGER  MAINTENANCE,  a
corporation duly organized, validly existing and in good standing under the laws
of the State of New Jersey,  having its principal  executive  office  located at
1245 Route 1 South, Edison, New Jersey 08837 (hereinafter  referred to as "Joule
Technical Services, Inc."),

     AND

     JOULE  TECHNICAL  STAFFING,  INC., a corporation  duly  organized,  validly
existing and in good standing under the laws of the State of New Jersey,  having
its principal executive office located at 1245 Route 1 South, Edison, New Jersey
08837  (hereinafter  referred  to  as  "Joule  Technical  Staffing,   Inc."  and
hereinafter Joule Maintenance  Corporation,  Joule Technical Services,  Inc. and
Joule  Technical  Staffing,  Inc.  shall be  collectively  be referred to as the
"Corporate Guarantors"),

     AND

     SUMMIT BANK,  as  successor-in-interest  to UNITED  JERSEY BANK,  having an
office located at 210 Main Street, Hackensack, New Jersey 07601, being a banking
institution  duly organized and validly  existing under the laws of the State of
New Jersey (hereinafter referred to as the "Lender").


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                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS,  on or about  February 20, 1991,  the Borrower  requested  and the
Lender agreed to make a revolving credit loan in the aggregate  principal amount
of up to Four Million and 00/100 ($4,000,000.00) Dollars for the purposes of (i)
refinancing  certain  of the  Borrower's  then  existing  indebtedness  to First
Fidelity  Bank,  National  Association  and (ii)  financing the general  working
capital requirements of the Borrower (hereinafter as it may be from time to time
amended, modified, extended, renewed, refinanced and/or supplemented referred to
as the "Revolving Credit Loan"),  all as more fully provided for in that certain
Loan and Security Agreement dated February 20, 1991, executed by and between the
Borrower  and the Lender  (hereinafter  as it may be from time to time  amended,
modified,  extended,  renewed, refinanced and/or supplemented referred to as the
"Loan Agreement"); and

     WHEREAS, the Revolving Credit Loan is evidenced by a certain Revolving Note
dated February 20, 1991,  executed by the Borrower,  as the maker, and delivered
to the Lender, as the payee, in the original  aggregate  principal amount of the
Revolving  Credit  Loan  (hereinafter  as it may be from  time to time  amended,
modified,  extended,  renewed, refinanced and/or supplemented referred to as the
"Revolving Note"); and

     WHEREAS,  pursuant  to the terms,  conditions  and  provisions  of the Loan
Agreement,  the Borrower,  Joule Maintenance  Corporation,  Joule Maintenance of
Gibbstown,  Inc.  (hereinafter  referred to as "Joule  Maintenance of Gibbstown,
Inc."), Joule Engineering Corp.  (hereinafter  referred to as "Joule Engineering
Corp."),  Joule  Engineering of  California,  Inc.  (hereinafter  referred to as
"Joule   Engineering  of  California,   Inc."),   Joule  Technical   Corporation
(hereinafter  referred to as "Joule Technical  Corporation"),  Joule Temporaries
Corporation (hereinafter referred to as "Joule Temporaries Corporation"),  Joule
Maintenance of New York, Inc.  (hereinafter referred to as "Joule Maintenance of
New York, Inc."), Joule Maintenance of Maryland,  Inc.  (hereinafter referred to
as "Joule  Maintenance of Maryland,  Inc."),  Joule Engineering of Pennsylvania,
Inc.  (hereinafter  referred to as "Joule  Engineering of Pennsylvania,  Inc."),
Joule  Constructors,  Inc.  (hereinafter  referred  to as  "Joule  Constructors,
Inc."),  Joule Temporaries of Edison,  Inc.  (hereinafter  referred to as "Joule
Temporaries  of  Edison,   Inc."),   Joule   Temporaries  of  Parsippany,   Inc.
(hereinafter  referred to as "Joule  Temporaries  of Parsippany,  Inc."),  Joule
Operating Services,  Inc. (hereinafter referred to as "Joule Operating Services,
Inc."), Tiger Maintenance,  Inc. (hereinafter referred to as "Tiger Maintenance,
Inc.") and Joule Maintenance of Bayonne, Inc. (hereinafter referred to as "Joule
Maintenance of Bayonne,  Inc." and hereinafter  Joule  Maintenance  Corporation,
Joule Maintenance of Gibbstown, Inc., Joule Engineering Corp., Joule Engineering
of California, Inc., Joule Technical Corporation, Joule Temporaries Corporation,
Joule Maintenance of New York, Inc., Joule Maintenance of Maryland,  Inc., Joule
Engineering of Pennsylvania,  Inc., Joule Constructors,  Inc., Joule Temporaries
of  Edison,  Inc.,  Joule  Temporaries  of  Parsippany,  Inc.,  Joule  Operating
Services, Inc., Tiger Maintenance,  Inc., and Joule Maintenance of Bayonne, Inc.
shall  be  collectively  referred  to as the  "Original  Corporate  Guarantors")
granted to the Lender a valid  first lien  security  interest  in and to certain
Collateral, as more fully and accurately described in the Loan Agreement; and


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     WHEREAS,  as of February 20, 1991, Emanuel N. Logothetis,  as the guarantor
(hereinafter referred to as the "Individual Guarantor"),  executed and delivered
to the Lender, as the lender, a certain Individual  Guaranty,  pursuant to which
the Individual  Guarantor agreed to guaranty the full,  prompt and unconditional
payment of when due of any and all present and future obligations or liabilities
of any kind of the Borrower owing to the Lender, including,  without limitation,
the repayment in full of the  Revolving  Credit Loan  (hereinafter  as it may be
from  time to time  amended,  modified,  extended,  renewed,  refinanced  and/or
supplemented referred to as the "Individual Guaranty"); and

     WHEREAS, as of February 20, 1991, each Original Corporate  Guarantor,  each
as a guarantor,  executed and delivered to the Lender, as the lender, a separate
Corporate  Guaranty,  pursuant to which each Original Corporate Guarantor agreed
to guaranty the full,  prompt and  unconditional  payment of when due of any and
all present and future  obligations  or  liabilities of any kind of the Borrower
owing to the Lender, including, without limitation, the repayment in full of the
Revolving  Credit Loan  (hereinafter  as each may be from time to time  amended,
modified,   extended,   renewed,  refinanced  and/or  supplemented  collectively
referred to as the "Corporate Guaranty"); and

     WHEREAS, on January 17, 1991, the Borrower,  as the assignor,  delivered to
the Lender,  as the assignee,  a certain  Assignment of Life Insurance Policy as
Collateral  with  respect to that certain life  insurance  policy no.  U01426631
issued  by the  Hartford  Insurance  Company  upon  the  life of the  Individual
Guarantor  (hereinafter  as it may be  from  time  to  time  amended,  modified,
extended, renewed, refinanced and/or supplemented referred to as the "Assignment
#1"),  as  collateral  security for the  Borrower's  obligations  under the Loan
Agreement; and

     WHEREAS,   on  February  20,  1991,  Joule  Maintenance   Corporation,   as
successor-in-interest to Joule Maintenance Corp., as the assignor,  executed and
delivered to the Lender,  as the assignee,  a certain  Collateral  Assignment of
Contract   Proceeds  with  respect  to  that  certain   contract  between  Joule
Maintenance  Corporation and the United States Government identified as Contract
No.  DAHC21-85-C-0021  (hereinafter  as it may be from  time  to  time  amended,
modified,  extended,  renewed, refinanced and/or supplemented referred to as the
"Assignment  #2"), as collateral  security for the repayment of the  liabilities
and  obligations of Joule  Maintenance  Corporation to the Lender under the Loan
Agreement and under the Corporate Guaranty; and

     WHEREAS,  on September 1, 1991,  the Borrower,  as the maker,  executed and
delivered to the Lender, as the payee, a certain Promissory Note for the purpose
of  extending  the term of the  Revolving  Credit  Loan  from  the then  current
maturity  date of  "September  1, 1991",  to a new maturity date of "January 15,
1992" (hereinafter as it may be from time to time amended,  modified,  extended,
renewed,  refinanced and/or supplemented referred to as the "Extension Agreement
#1"); and

     WHEREAS,  on January 15, 1992,  the  Borrower,  as the maker,  executed and
delivered to the Lender,  as the payee,  a certain  Master  Advance Note for the
purpose of extending the term of the Revolving Credit Loan from the then current
maturity date of "January 15, 1992" to a new


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maturity date of "January 31, 1993"  (hereinafter as it may be from time to time
amended, modified, extended, renewed, refinanced and/or supplemented referred to
as the "Extension Agreement #2"); and

     WHEREAS,  on January 31, 1993,  the  Borrower,  as the maker,  executed and
delivered to the Lender,  as the payee,  a certain  Master  Advance Note for the
purpose of extending the term of the Revolving Credit Loan from the then current
maturity date of "January 31, 1993" to a new maturity date of "January 31, 1994"
(hereinafter  as it may be  from  time  to  time  amended,  modified,  extended,
renewed,  refinanced and/or supplemented referred to as the "Extension Agreement
#3"); and

     WHEREAS,  on January 31, 1994,  the  Borrower,  as the maker,  executed and
delivered to the Lender,  as the payee,  a certain  Master  Advance Note for the
purpose of extending the term of the Revolving Credit Loan from the then current
maturity  date of "January 31, 1994" to a new maturity  date of "March 31, 1994"
(hereinafter  as it may be  from  time  to  time  amended,  modified,  extended,
renewed,  refinanced and/or supplemented referred to as the "Extension Agreement
#4"); and

     WHEREAS,   on  March  31,  1994,  the  Borrower,   the  Original  Corporate
Guarantors, the Individual Guarantor and the Lender entered into a certain First
Modification  and  Extension  Agreement  for the  purposes  of (i) in Article I,
Section  1.1 of the  Loan  Agreement,  extending  the  Termination  Date  of the
Revolving Note from the then current  Termination  Date of "March 31, 1994" to a
new  Termination  Date of "January 31,  1995";  (ii)  amending and modifying the
Lender's address from the old address of "630 Franklin Boulevard,  Somerset, New
Jersey  08875" to "4365  Route 1 South,  Princeton,  New  Jersey  08540";  (iii)
providing for a mutual waiver of jury trial;  and (iv) providing for semi-annual
audits  of  Collateral  (hereinafter  referred  to as  the  "First  Modification
Agreement"); and

     WHEREAS,  on March 31,  1994,  the  Borrower,  as the maker,  executed  and
delivered to the Lender,  as the payee, a certain First Allonge to $4,000,000.00
Revolving  Note for the  purposes  of (i)  extending  the  maturity  date of the
Revolving Note from the then current  maturity date of "March 31, 1994" to a new
maturity date of "January 31, 1995" and (ii) amending and modifying the Lender's
address from the old address of "630 Franklin  Boulevard,  Somerset,  New Jersey
08875"  to "4365  Route 1  South,  Princeton,  New  Jersey  08540"  (hereinafter
referred to as the "First Allonge"); and

     WHEREAS,  Joule  Engineering  of  California,  Inc.,  Joule  Engineering of
Pennsylvania, Inc., Joule Constructors, Inc., Joule Temporaries of Edison, Inc.,
Joule Temporaries of Parsippany,  Inc. and Joule Operating  Services,  Inc. each
had their respective charters revoked and are no longer doing business; and

     WHEREAS,  as of January 31, 1995,  the  Borrower,  the  Original  Corporate
Guarantors,  the  Individual  Guarantor  and the Lender  entered  into a certain
Second  Modification  and Extension  Agreement  (hereinafter  referred to as the
"Second  Modification  Agreement") for the purposes of (i) in Article I, Section
1.1 of the Loan Agreement,  extending the Termination Date


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of the  Revolving  Note from the then current  Termination  Date of "January 31,
1995" to a new  Termination  Date of  "January  31,  1996";  (ii) in Article II,
Section 2.4 of the Loan  Agreement,  decreasing  the interest rate from the then
existing  interest rate of "Base Rate plus one and one-half  percent  (1.5%) per
annum" to a new interest rate of "Base Rate plus one percent  (1.0%) per annum";
(iii) amending and modifying the Lender's audits of Collateral from  semi-annual
audits of  Collateral  to annual  audits of  Collateral;  and (iv)  amending and
modifying  the  Lender's  name from the then  existing  name of  "United  Jersey
Bank/Central, N.A." to the new name of "United Jersey Bank"; and

     WHEREAS, as of January 31, 1995, the Borrower,  as the maker,  executed and
delivered to the Lender, as the payee, a certain Second Allonge to $4,000,000.00
Revolving  Note for the  purposes  of (i)  extending  the  maturity  date of the
Revolving  Note from the then current  maturity date "January 31, 1995" to a new
maturity date of "January 31, 1996";  (ii) decreasing the interest rate from the
then existing  interest rate of "Base Rate plus one and one-half  percent (1.5%)
per annum" to the new  interest  rate of "Base Rate plus one percent  (1.0%) per
annum";  and  (iii)  amending  and  modifying  the name of the  Lender  from the
Lender's existing name of "United Jersey Bank/Central, N.A." to the Lender's new
name of "United Jersey Bank" (hereinafter  referred to as the "Second Allonge");
and

     WHEREAS,  on  August  23,  1995,  the  Borrower,   the  Original  Corporate
Guarantors  and  the  Lender  entered  into a  certain  Third  Modification  and
Extension  Agreement   (hereinafter  referred  to  as  the  "Third  Modification
Agreement")  for the  purposes  of (i) in  Article  I,  Section  1.1 of the Loan
Agreement,  increasing the original aggregate  principal amount of the Revolving
Credit Loan from the then existing aggregate principal amount of "$4,000,000.00"
to the new increased  aggregate  principal  amount of  "$4,500,000.00";  (ii) in
Article I, Section 1.1 of the Loan Agreement,  extending the Termination Date of
the Revolving Note from the then current  Termination Date of "January 31, 1996"
to a new Termination Date of "May 31, 1996"; (iii) in Article II, Section 2.2 of
the Loan  Agreement,  providing  for the issuance of Letters of Credit;  (iv) in
Article V of the Loan  Agreement,  providing  for a new section,  Section  5.23,
which  provides for the  Borrower's  Maximum Debt to Tangible Net Worth Ratio of
2.0 -to-  1.0;  (v) in  Article  V of the Loan  Agreement,  providing  for a new
section,  Section 5.24,  which provides for the Borrower's  Maximum Debt Service
Coverage  Ratio of 1.5 -to- 1.0; (vi)  providing for a release of the Individual
Guarantor  from the  Individual  Guaranty;  and (vii) amending and modifying the
Lender's  address  from  the  then  existing  address  of  "4365  Route 1 South,
Princeton,  New Jersey 08540" to a new address of "Raritan Plaza II,  Fieldcrest
Avenue, Edison, New Jersey 08837"; and

     WHEREAS,  on August 23,  1995,  the  Borrower,  as the maker,  executed and
delivered to the Lender,  as the payee, a certain Third Allonge to $4,000,000.00
Revolving  Note  for the  purposes  of (i)  increasing  the  original  aggregate
principal amount of the Revolving  Credit Loan from the then existing  aggregate
principal  amount of  "$4,000,000.00"  to a new  increased  aggregate  principal
amount of "4,500,000.00"; (ii) extending the maturity date of the Revolving Note
from the then current maturity date of "January 31, 1996" to a new maturity date
of "May 31, 1996";  and (iii)  amending and modifying the Lender's  address from
the then existing address of "4365 Route 1 South,  Princeton,  New Jersey 08540"
to a new address of "Raritan Plaza II,


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Fieldcrest  Avenue,  Edison, New Jersey 08837"  (hereinafter  referred to as the
"Third Allonge"); and

     WHEREAS,  Joule Maintenance  Corp. and Joule  Maintenance of Bayonne,  Inc.
were  merged  and  consolidated  and  Joule   Maintenance   Corporation  is  the
successor-in-interest to both companies; and

     WHEREAS,  on  February  6,  1996,  the  Borrower,  the  Original  Corporate
Guarantors  and the  Lender  entered  into a  certain  Fourth  Modification  and
Extension  Agreement  (hereinafter  referred  to  as  the  "Fourth  Modification
Agreement")  for the  purposes  of (i) in  Article  I,  Section  1.1 of the Loan
Agreement,  providing  for the  definition  of  "Borrowing";  (ii) in Article I,
Section 1.1 of the Loan  Agreement,  providing for the definition of "Eurodollar
Affiliate"; (iii) in Article I, Section 1.1 of the Loan Agreement, providing for
the definition of "Eurodollar  Interest Period";  (iv) in Article I, Section 1.1
of the Loan  Agreement,  providing for the  definition of  "Eurodollar  Interest
Payment Date";  (v) in Article I, Section 1.1 of the Loan  Agreement,  providing
for the definition of "Eurodollar  Interest Rate  Determination  Date";  (vi) in
Article I, Section 1.1 of the Loan  Agreement,  providing for the  definition of
"Eurodollar  Portion";  (vii) in Article I,  Section 1.1 of the Loan  Agreement,
providing for the definition of "Eurodollar Rate";  (viii) in Article I, Section
1.1 of the Loan  Agreement,  providing of the  definition  of  "Eurodollar  Rate
Loans"; (ix) in Article I, Section 1.1 of the Loan Agreement,  providing for the
definition of "Eurodollar Rate Taxes"; (x) in Article I, Section 1.1 of the Loan
Agreement, providing for the definition of "Eurodollar Reserve Percentage"; (xi)
in Article I, Section 1.1 of the Loan Agreement, providing for the definition of
"Funding  Segment";  (xii) in Article  II,  Section  2.4 of the Loan  Agreement,
deleting  the then  existing  Section 2.4 and  inserting a new Section 2.4 which
provides  that the Borrower may select an interest  rate from the interest  rate
options  between  either  (1) the Base Rate  option or (2) the  Eurodollar  Rate
Option; (xiii) in Article II of the Loan Agreement, providing for a new section,
Section 2.11, which provides for the Borrower's  payment of an unused commitment
fee; and (xiv) in Article II of the Loan Agreement, providing for a new section,
Section 2.12,  which provides for the special  provisions  governing  Eurodollar
Rate Loans; and

     WHEREAS,  on February 6, 1996,  the  Borrower,  as the maker,  executed and
delivered to the Lender, as the payee, a certain Fourth Allonge to $4,000,000.00
Revolving Note for the purpose of deleting the then existing  Paragraph 2 of the
Revolving  Note and inserting a new Paragraph 2 which provides that the interest
rate to be charged on the  outstanding  aggregate  principal  amount of the Loan
shall be set forth in Article II, Section 2.4 of the Loan Agreement (hereinafter
referred to as the "Fourth Allonge"); and

     WHEREAS,  as of May 31,  1996,  the  Borrower,  as the maker,  executed and
delivered to the Lender,  as the payee, a certain Fifth Allonge to $4,000,000.00
Revolving  Note for the purpose of extending  the maturity date of the Revolving
Note from the then  existing  maturity  date of "May 31, 1996" to a new maturity
date of "May 31, 1997" (hereinafter referred to as the "Fifth Allonge"); and


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     WHEREAS,  as  of  May  31,  1996,  the  Borrower,  the  Original  Corporate
Guarantors  and  the  Lender  entered  into a  certain  Fifth  Modification  and
Extension  Agreement   (hereinafter  referred  to  as  the  "Fifth  Modification
Agreement") for the purpose of, in Article I, Section 1.1 of the Loan Agreement,
extending  the  Termination  Date of the  Revolving  Note from the then existing
Termination  Date of "May 31,1996" to a new Termination  Date of "May 31, 1997";
and

     WHEREAS, pursuant to a certain Certificate of Merger from the Office of the
Secretary  of State of the State of New Jersey  dated  February  3, 1997,  Joule
Engineering Corp., Joule Temporaries Corporation, Joule Maintenance of Maryland,
Inc.,  Joule Technical  Corporation,  Joule  Maintenance of Gibbstown,  Inc. and
Joule  Maintenance  of New York,  Inc.  were all  merged  with  Joule  Technical
Services, Inc.; and

     WHEREAS,  Tiger Maintenance is no longer doing business and its charter has
been revoked; and

     WHEREAS, as of May 31, 1997, the Borrower, the Corporate Guarantors and the
Lender  entered  into a  certain  Sixth  Modification  and  Extension  Agreement
(hereinafter  referred  to as  the  "Sixth  Modification  Agreement"),  for  the
purposes of (i) in Article I,  Section 1.1 of the Loan  Agreement,  deleting the
then  existing  definition  of  "Corporate   Guarantors"  and  inserting  a  new
definition of "Corporate  Guarantors" in its place and stead; (ii) in Article I,
Section  1.1 of the  Loan  Agreement,  extending  the  Termination  Date  of the
Revolving  Note from the then existing  Termination  Date of "May 31, 1997" to a
new Termination Date of "May 31,1998"; (iii) in Article V, Section 5.8(d) of the
Loan  Agreement  providing for the  consolidated  balance sheet of the Obligors;
(iv) in the Loan Agreement, amending and modifying the Lender's address from the
then existing  address of "Raritan  Plaza II,  Fieldcrest  Avenue,  Edison,  New
Jersey  08837" to a new  address  of "210 Main  Street,  Hackensack,  New Jersey
07601";  (v) in the  "Loan  Documents"  (as such term is  hereinafter  defined),
providing  that any and all references to the  "Corporate  Guarantors"  shall be
deemed  to  refer  to the  Corporate  Guarantors;  (vi) in the  Loan  Documents,
deleting any and all  references to the then existing  maturity date of "May 31,
1997" and  inserting a new  maturity  date of "May 31,  1998" in their place and
stead and (vii) in the Loan  Documents,  amending  and  modifying  the  Lender's
address from the then existing address of "Raritan Plaza II, Fieldcrest  Avenue,
Edison, New Jersey 08837" to a new address of "210 Main Street,  Hackensack, New
Jersey 07601"; and

     WHEREAS,  as of May 31,  1997,  the  Borrower  as the maker,  executed  and
delivered to the Lender,  as the payee, a certain Sixth Allonge to $4,000,000.00
Revolving  Note for the  purposes  of (i)  extending  the  maturity  date of the
Revolving  Note from the then existing  maturity date of "May 31, 1997" to a new
maturity  date of "May 31, 1998" and (ii)  amending and  modifying  the Lender's
address from the then existing address of "Raritan Plaza II, Fieldcrest  Avenue,
Edison, New Jersey 08837" to a new address of "210 Main Street,  Hackensack, New
Jersey 07601" (hereinafter referred to as the "Sixth Allonge"); and

     WHEREAS,  as of May 31, 1998, the Borrower,  as the maker, has executed and
delivered  to  the  Lender,   as  the  payee,  a  certain   Seventh  Allonge  to
$4,000,000.00  Revolving  Note Dated  February  21, 1991 for the purposes of (i)
extending  the  maturity  date of the  Revolving  Note  from


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the then existing maturity date of "May 31, 1998" to a new maturity date of "May
31, 1999" (hereinafter referred to as the "Seventh Allonge"); and

     WHEREAS, as of May 31, 1998, the Borrower, the Corporate Guarantors and the
Lender  entered into a certain  Seventh  Amendment  and  Modification  Agreement
(hereinafter  referred  to as the  "Seventh  Modification  Agreement")  for  the
purposes of (i) in Article I,  Section 1.1 of the Loan  Agreement,  amending and
modifying  the  definition  of "Loan  Documents"  to provide  for the  Extension
Agreement  #1, the  Extension  Agreement  #2, the  Extension  Agreement  #3, the
Extension Agreement #4, the First Modification Agreement, the First Allonge, the
Second Modification,  the Second Allonge, the Third Modification Agreement,  the
Third Allonge, the Fourth Modification Agreement,  the Fourth Allonge, the Fifth
Modification Agreement, the Fifth Allonge, the Sixth Modification Agreement, the
Sixth Allonge, the Seventh Allonge and the Seventh Modification Agreement;  (ii)
in Article I, Section 1.1 of the Loan Agreement,  extending the Termination Date
of the Revolving Note from the then existing  Termination Date of "May 31, 1998"
to a new Termination Date of "May 31, 1999";  (iii) in Article I, Section 1.1 of
the Loan Agreement,  providing for the new definitions of: "Extension  Agreement
#1", "Extension  Agreement #2", "Extension  Agreement #3", "Extension  Agreement
#4", "First Modification  Agreement",  "First Allonge",  "Second  Modification",
"Second  Allonge",  "Third  Modification  Agreement",  "Third Allonge",  "Fourth
Modification  Agreement",  "Fourth  Allonge",  "Fifth  Modification  Agreement",
"Fifth Allonge",  "Sixth  Modification  Agreement",  "Sixth  Allonge",  "Seventh
Allonge" and "Seventh Modification  Agreement";  (iv) in Article II, Section 2.4
of the Loan Agreement, amending and modifying the interest rate options from the
then existing  interest rate options of (a) Base Rate or (b) two and one-quarter
percent (2.25%) over the Eurodollar Rate to the new interest rate options of (1)
Base Rate minus one  quarter  percent  (0.25%) or (2) one and  one-half  percent
(1.5%) over the  Eurodollar  Rate;  (v) in Article II,  Section 2.11 of the Loan
Agreement,  deleting  the unused  commitment  fee;  (vi) in the Loan  Documents,
deleting any and all  references to the then existing  maturity date of "May 31,
1998" and  inserting a new  maturity  date of "May 31,  1999" in their place and
stead;  (vii) in Article V of the Loan  Agreement,  providing  for a new Section
5.23 with respect to the year 2000; (viii) in the Loan Documents, providing that
any and all references to the  "Revolving  Note" shall be deemed to refer to the
Revolving  Note as amended and  modified up through  and  including  the Seventh
Allonge;  and (ix) in the Loan Documents,  providing that any and all references
to the  "Loan  Agreement"  shall be  deemed  to refer to the Loan  Agreement  as
amended  and  modified  up  through  and  including  the  Seventh   Modification
Agreement; and

     WHEREAS,  on February 5, 1999,  the  Borrower,  as the maker,  executed and
delivered to the Lender, as the payee, a certain Eighth Allonge to $4,000,000.00
Revolving  Note Dated  February  21, 1991 for the  purposes of (i)  amending and
modifying the aggregate  principal  amount of the Revolving Credit Loan from the
then existing aggregate  principal amount of "$4,500,000.00" to a new, increased
aggregate principal amount of "$6,000,000.00";  (ii) extending the maturity date
of the Revolving Note from the then existing  maturity date of "May 31, 1999" to
a new maturity date of "May 31, 2000"; and (iii) in Paragraph 5 of the Revolving
Note,  deleting the then existing Paragraph 5 and inserting a new Paragraph 5 in
its place and stead (hereinafter referred to as the "Eighth Allonge"); and


                                       8
<PAGE>


     WHEREAS,  on February 5, 1999, the Borrower,  the Corporate  Guarantors and
the Lender entered into a certain Eighth  Amendment and  Modification  Agreement
(hereinafter  referred  to as  the  "Eighth  Modification  Agreement")  for  the
purposes of (i) in Article I, Section 1.1 of the Loan Agreement,  increasing the
Commitment amount of the Revolving Credit Loan from the then existing Commitment
amount  of   "$4,500,000.00"   to  a  new,   increased   Commitment   amount  of
"$6,000,000.00";  (ii) in Article I, Section 1.1 of the Loan Agreement, amending
and  modifying  the  definition  of "Loan  Documents"  to provide for the Eighth
Allonge and the Eighth Modification  Agreement;  (iii) in Article I, Section 1.1
of the Loan Agreement, extending the Termination Date of the Revolving Note from
the then existing  Termination  Date of "May 31, 1999" to a new Termination Date
of "May 31,  2000";  (iv) in  Article  I,  Section  1.1 of the  Loan  Agreement,
providing for the new definitions of "Eighth  Allonge" and "Eighth  Modification
Agreement";  (v) in the Loan  Documents,  deleting any and all references to the
then existing Termination Date / maturity date of "May 31, 1999" and inserting a
new Termination Date / maturity date of "May 31, 2000" in their place and stead;
(vi) in the  Loan  Documents,  providing  that  any and  all  references  to the
"Revolving  Note" shall be deemed to refer to the Revolving  Note as amended and
modified  up through and  including  the Eighth  Allonge;  and (vii) in the Loan
Documents,  providing that any and all references to the "Loan  Agreement" shall
be deemed to refer to the Loan  Agreement as amended and modified up through and
including the Eighth Modification Agreement; and

     WHEREAS,  as of May 10,  1999,  the  Borrower,  as the maker,  executed and
delivered to the Lender,  as the payee, a certain Ninth Allonge to $4,000,000.00
Revolving  Note  Dated  February  21,  1991 for the  purposes  of  amending  and
modifying the aggregate  principal  amount of the Revolving Credit Loan from the
then existing aggregate  principal amount of "$6,000,000.00" to a new, increased
aggregate  principal amount of "$8,500,000.00"  (hereinafter  referred to as the
"Ninth Allonge"); and

     WHEREAS, as of May 10, 1999, the Borrower, the Corporate Guarantors and the
Lender  entered  into a  certain  Ninth  Amendment  and  Modification  Agreement
(hereinafter  referred  to as  the  "Ninth  Modification  Agreement"),  for  the
purposes of (i) in Article I, Section 1.1 of the Loan Agreement,  increasing the
Commitment amount of the Revolving Credit Loan from the then existing Commitment
amount  of   "$6,000,000.00"   to  a  new,   increased   Commitment   amount  of
"$8,500,000.00";  (ii) in Article I, Section 1.1 of the Loan Agreement, amending
and  modifying  the  definition  of "Loan  Documents"  to provide  for the Ninth
Allonge and the Ninth Modification Agreement; (iii) in Article I, Section 1.1 of
the Loan  Agreement,  providing for the new  definitions of "Ninth  Allonge" and
"Ninth Modification Agreement";  (iv) in the Loan Documents,  providing that any
and all  references  to the  "Revolving  Note"  shall be  deemed to refer to the
Revolving  Note as amended  and  modified  up through  and  including  the Ninth
Allonge; and (v) in the Loan Documents, providing that any and all references to
the "Loan  Agreement"  shall be deemed to refer to the Loan Agreement as amended
and modified up through and including the Ninth Modification Agreement; and

     WHEREAS, as of even date herewith, the Borrower, as the maker, has executed
and  delivered  to  the  Lender,  as the  payee,  a  certain  Tenth  Allonge  to
$4,000,000.00  Revolving  Note  Dated  February  21,  1991 for the  purposes  of
amending and modifying the aggregate  principal


                                       9
<PAGE>


amount of the Revolving Credit Loan from the existing aggregate principal amount
of  "$8,500,000.00"  to  a  new,   increased   aggregate   principal  amount  of
"$9,000,000.00" (hereinafter referred to as the "Tenth Allonge"); and

     WHEREAS, the Borrower,  the Corporate Guarantors and the Lender have agreed
to enter into this  Tenth  Modification  Agreement  for the  purposes  of (i) in
Article I, Section 1.1 of the Loan Agreement,  increasing the Commitment  amount
of  the  Revolving   Credit  Loan  from  the  existing   Commitment   amount  of
"$8,500,000.00" to a new, increased  Commitment amount of "$9,000,000.00";  (ii)
in Article I,  Section 1.1 of the Loan  Agreement,  amending and  modifying  the
definition  of "Loan  Documents" to provide for the Tenth Allonge and this Tenth
Modification  Agreement;  (iii) in Article I, Section 1.1 of the Loan Agreement,
providing for the new  definitions  of "Tenth  Allonge" and "Tenth  Modification
Agreement"; (iv) in the Loan Documents, providing that any and all references to
the  "Revolving  Note" shall be deemed to refer to the Revolving Note as amended
and modified up through and  including  the Tenth  Allonge;  and (v) in the Loan
Documents,  providing that any and all references to the "Loan  Agreement" shall
be deemed to refer to the Loan  Agreement as amended and modified up through and
including this Tenth Modification Agreement; and

     WHEREAS,  all words and terms not  defined  here shall have the  meaning as
contained  in the Loan  Agreement,  as  amended  and  modified  up  through  and
including this Tenth Modification Agreement; and

     WHEREAS,  the Revolving Note, the Loan Agreement,  the Corporate  Guaranty,
the Assignment #1, the Assignment #2, the Extension  Agreement #1, the Extension
Agreement #2, the Extension  Agreement #3, the Extension Agreement #4, the First
Allonge,  the First  Modification  Agreement,  the  Second  Allonge,  the Second
Modification Agreement, the Third Allonge, the Third Modification Agreement, the
Fourth Allonge, the Fourth Modification Agreement,  the Fifth Allonge, the Fifth
Modification Agreement, the Sixth Allonge, the Sixth Modification Agreement, the
Seventh Allonge,  the Seventh  Modification  Agreement,  the Eighth Allonge, the
Eighth  Modification  Agreement,  the  Ninth  Allonge,  the  Ninth  Modification
Agreement,  the Tenth Allonge, this Tenth Modification Agreement and any and all
of  the  documents,   agreements,   certificates  and  instruments  executed  in
connection herewith shall be hereinafter  collectively  referred to as the "Loan
Documents".

     NOW,  THEREFORE,   in  consideration  of  these  premises  and  the  mutual
representations,  covenants  and  agreements  of  the  Borrower,  the  Corporate
Guarantors  and the Lender,  each party binding  itself and its  successors  and
assigns does hereby promise, covenant and agree as follows:

     1.  There is,  as of  November  15,  1999,  presently  due and owing on the
Revolving  Note the  principal sum  $8,650,000.15,  without  defense,  offset or
counterclaim,  all of which are hereby  expressly waived by the Borrower and the
Corporate  Guarantors as of the date hereof. The foregoing  principal balance is
allocated as follows: (a) $8,650,000.15 for outstanding Advances of direct loans
under the Note and (b) -$0- for Letters of Credit.


                                       10
<PAGE>


     2.  By  execution  hereof,  the  Borrower  and  the  Corporate   Guarantors
acknowledge  and agree  that the  Lender's  consent  to enter  into  this  Tenth
Modification Agreement is contingent upon the following:

         (a) the payment by the Borrower of all costs,  expenses and fees of the
transaction  contemplated by this Tenth Modification Agreement,  including,  but
not limited to (i) all search costs and expenses,  (ii) all fees and expenses of
the  Lender's  attorneys  and (iii) all  accrued  and unpaid  interest up to and
including the date hereof; and

         (b) the  continued  delivery by the Borrower to the Lender of copies of
all valid insurance certificates with respect to worker's compensation,  general
liability,  umbrella liability and other insurance required pursuant to the Loan
Agreement,  as previously amended and modified,  all of which name the Lender as
lender  and/or  loss  payee  with  respect to  Accounts  Receivable,  Inventory,
Equipment and other corporate assets.

     3. To the best of the Borrower's and each Corporate Guarantor's  knowledge,
the Borrower and each Corporate  Guarantor hereby represent that the lien on the
Collateral  granted  to the Lender  under the Loan  Agreement,  as  amended  and
modified up through and including this Tenth Modification Agreement, continue to
be valid and enforceable first lien on the Collateral.

     4. The Loan  Agreement,  as  previously  amended  and  modified,  is hereby
further amended and modified, as follows:

          (a) Article I, Section 1.1 shall be amended and modified as follows:


               (i)  Subsection (m) shall be amended and modified by deleting the
          existing Commitment amount of "Eight Million Five Hundred Thousand and
          00/100   ($8,500,000.00)   Dollars"  and  inserting  a  new  increased
          Commitment amount of "Nine Million and 00/100 ($9,000,000.00) Dollars"
          in its place and stead.

               (ii) Subsection (cc) shall be amended and modified by inserting a
          reference  to both the "Tenth  Allonge"  and this "Tenth  Modification
          Agreement".

               (iii) The following new definitions shall be inserted:

               ""Tenth  Allonge"  shall  mean  that  certain  Tenth  Allonge  to
               $4,000,000.00  Revolving Note Dated February 20, 1991 dated as of
               November  15, 1999  pursuant to which the Borrower and the Lender
               agreed to further  amend and modify the terms of the Note for the
               purposes of amending and modifying the aggregate principal amount
               of the loan from the then existing aggregate  principal amount of
               "$8,500,000.00" to a new, increased aggregate principal amount of
               "$9,000,000.00"."

               ""Tenth  Modification  Agreement"  shall mean that certain  Tenth
               Amendment  and  Modification  Agreement  dated as of November 15,
               1999,


                                       11
<PAGE>


               pursuant to which the Borrower,  the Corporate Guarantors and the
               Lender  agreed  to  further  amend and  modify  the terms of this
               Agreement and the other Loan Documents, all as previously amended
               and modified for the purposes of (i) in Article I, Section 1.1 of
               this  Agreement,  increasing the Commitment  amount from the then
               existing Commitment amount of "$8,500,000.00" to a new, increased
               Commitment amount of "$9,000,000.00";  (ii) in Article I, Section
               1.1 of this  Agreement,  amending and modifying the definition of
               "Loan  Documents"  to provide for the Tenth Allonge and the Tenth
               Modification  Agreement;  (iii) in Article I, Section 1.1 of this
               Agreement,  providing for the new  definitions of "Tenth Allonge"
               and "Tenth Modification  Agreement";  (iv) in the Loan Documents,
               providing  that any and all  references  to the  "Note"  shall be
               deemed to refer to the Note as amended  and  modified  up through
               and including the Tenth Allonge;  and (v) in the Loan  Documents,
               providing  that any and all  references  to the "Loan  Agreement"
               shall be deemed to refer to the Loan  Agreement  as  amended  and
               modified  up  through  and  including   the  Tenth   Modification
               Agreement."

     5. The Loan  Documents,  as  previously  amended and  modified,  are hereby
further amended and modified as follows:

         (a) Any and all references to the existing  Commitment amount of "Eight
Million  Five  Hundred  Thousand and 00/100  ($8,500,000.00)  Dollars"  shall be
deleted  and the new  increased  Commitment  amount of "Nine  Million and 00/100
($9,000,000.00) Dollars" shall be inserted in their place and stead.

         (b) Any and all references to the  "Revolving  Note" shall be deemed to
refer to the Revolving Note as amended and modified up through and including the
Tenth Allonge.

         (c) Any and all references to the "Loan  Agreement"  shall be deemed to
refer to the Loan  Agreement  as amended and  modified up through and  including
this Tenth Modification Agreement.

     6. To the  best of the  Borrower's  and each of the  Corporate  Guarantors'
knowledge,  all representations and warranties  contained in the Loan Documents,
as amended and modified  through  this Tenth  Modification  Agreement  are true,
accurate  and  complete  as of the date  hereof  and shall be deemed  continuing
representations and warranties so long as the Revolving Credit Loan shall remain
outstanding.

     7. The Borrower and the Corporate  Guarantors  expressly confirm and affirm
that the  Corporate  Guaranty  remains in full force and effect as a  continuing
guaranty of the full, prompt and unconditional payment of all present and future
obligations  and/or liabilities of any kind of the Borrower due and owing to the
Lender,  including,  without limitation,  the repayment in full of the Revolving
Credit Loan.


                                       12
<PAGE>


     8. All other terms and  conditions  of the Loan  Documents,  as amended and
modified  through this Tenth  Modification  Agreement,  remain in full force and
effect,  except as amended and modified  herein,  and the parties  hereto hereby
expressly confirm and reaffirm all of their respective liabilities, obligations,
duties  and  responsibilities   under  and  pursuant  to  said  Loan  Documents,
including, without limitation, the obligations of the Corporate Guarantors under
the  Corporate  Guaranty,  as amended and  modified  by this Tenth  Modification
Agreement.

     9. It is the intention of the parties  hereto that this Tenth  Modification
Agreement  shall not constitute a novation and shall in no way adversely  affect
or impair  the lien  priority  of the Loan  Documents.  In the event  this Tenth
Modification Agreement, or any portion hereof in any of the instruments executed
in  connection  herewith  shall be construed or shall operate to affect the lien
priority of the Loan  Documents,  then to the extent such  instrument  creates a
charge upon the Loan  Documents  in excess of that  contemplated  and  permitted
thereby,  and to the extent  third  parties  acquiring  an  interest in the Loan
Documents  between the time of recording of the Loan Documents and the recording
of this Tenth  Modification  Agreement are prejudiced hereby, if any, this Tenth
Modification  Agreement  shall  be void and of no force  and  effect;  provided,
however,  that  notwithstanding  the foregoing,  the parties hereto,  as between
themselves,  shall  be  bound by all  terms  and  conditions  hereof  until  all
indebtedness  evidenced by the  Revolving  Note shall have been paid in full and
the Revolving Credit Loan terminated.

     10. The Borrower and the Corporate Guarantors do hereby:

         (a)  ratify,  confirm and  acknowledge  that,  as amended and  modified
hereby, the Loan Documents  continue to be valid,  binding and in full force and
effect;

         (b) covenant and agree to perform all of their  respective  obligations
contained in the Loan Documents, as amended and modified hereby;

         (c) represent and warrant that, after giving effect to the transactions
contemplated  by this Tenth  Modification  Agreement,  no "Event of Default" (as
such term is  defined  in the Loan  Agreement),  exists or will  exist  upon the
delivery of notice, passage of time, or both;

         (d) acknowledge and agree that nothing  contained herein and no actions
taken  pursuant to the terms hereof are intended to constitute a novation of the
Revolving  Note or of the  Revolving  Credit  Loan,  or any waiver of any of the
other Loan Documents, and do not constitute a release,  termination or waiver of
any of the liens, security interests or rights or remedies granted to the Lender
under the Loan  Documents,  all of which liens,  security  interests,  rights or
remedies  are hereby  ratified,  confirmed  and  continued  as security  for the
Revolving Credit Loan, as amended and modified hereby; and

         (e)  acknowledge  and agree that the failure by the Borrower and/or the
Corporate  Guarantors  to  comply  with  or  perform  any  of  their  respective
covenants,  agreements or obligations contained herein shall constitute an Event
of Default under the Loan Agreement.


                                       13
<PAGE>


     IN WITNESS  WHEREOF,  the  parties  have  caused  this  Tenth  Modification
Agreement  to be  duly  executed,  sealed  and  attested  and/or  witnessed,  as
appropriated, and delivered, all as of the day and year first above written.

                                   JOULE, INC., a Delaware corporation
                                   JOULE MAINTENANCE CORPORATION, a New
                                   Jersey corporation
                                   JOULE TECHNICAL SERVICES, INC., a New
                                   Jersey corporation
                                   JOULE TECHNICAL STAFFING, INC., a New
                                   Jersey corporation
[SEAL]
ATTEST:


/s/ Bernard G. Clarkin                      By:/s/ Emanuel N. Logothetis
------------------------------------           ---------------------------------
Bernard G. Clarkin                              Emanuel N. Logothetis
Secretary                                       In his capacity as the President
                                                of each of the above-referenced
                                                corporations

                                                SUMMIT BANK


                                                By:/s/ Cynthia Colucci
                                                   ----------------------------
                                                      Cynthia Colucci
                                                      Vice President



                                       14
<PAGE>


STATE OF NEW JERSEY                 :
                                            :  ss.
COUNTY OF MIDDLESEX        :

BE IT  REMEMBERED,  that on this 21st day of  December,  1999,  before  me,  the
subscriber,  an officer  duly  authorized  pursuant to N.J.S.A.  46:14-6 to take
acknowledgments for use in the State of New Jersey,  personally appeared Cynthia
Colucci,  who, I am satisfied is the person who executed the within  Instrument,
as the Vice  President of Summit Bank,  the  corporation  named  therein,  and I
having  first  made  know  to  her  the  contents  thereof,  she  did  thereupon
acknowledge  that the said  Instrument  made by the said  corporation and sealed
with its corporate  seal and delivered by her as such officer,  is the voluntary
act and deed of said corporation,  made by virtue of authority from its Board of
Directors, for the uses and purposes therein expressed.

                                      /s/ Joyce Morgan
                                      ----------------------------------------
                                      Notary Public of the State of New Jersey

STATE OF NEW JERSEY        :                        JOYCE MORGAN
                           :        ss.        NOTARY PUBLIC OF NEW JERSEY
COUNTY OF MORRIS           :               My Commission Expires Jan. 8, 2002

     BE IT REMEMBERED,  that on this 15th day of December,  1999, before me, the
subscriber,  an officer  duly  authorized  pursuant to N.J.S.A.  46:14-6 to take
acknowledgments for use in the State of New Jersey,  personally appeared Emanuel
N.  Logothetis,  who,  I am  satisfied  is the person  who  executed  the within
Instrument,  as the President of Joule,  Inc.,  Joule  Maintenance  Corporation,
Joule  Technical  Services,  Inc.  and  Joule  Technical  Staffing,   Inc.,  the
corporations  named  therein,  and I having  first made know to him the contents
thereof,  he did thereupon  acknowledge  that the said  Instrument  made by said
corporations  and sealed with their corporate seals and delivered by him as such
officer,  is the voluntary act and deed of said corporations,  made by virtue of
authority from their respective  Boards of Directors,  for the uses and purposes
therein expressed.

                                      /s/ Shirley J. Purkey
                                      ----------------------------------------
                                      Notary Public of the State of New Jersey

                                                SHIRLEY J. PURKEY
                                           Notary Public of New Jersey
                                        My Commission Expires Feb 22,, 2000

                                       15
<PAGE>

                                TENTH ALLONGE TO
                          $4,000,000.00 REVOLVING NOTE
                             DATED FEBRUARY 20, 1991

     THIS TENTH ALLONGE TO $4,000,000.00  REVOLVING NOTE DATED FEBRUARY 20, 1991
(hereinafter  referred to as this "Tenth Allonge") is made as of the 15th day of
November, 1999, by and between,

     JOULE, INC., having its principal executive offices located at 1245 Route 1
South,  Edison,  New Jersey 08837,  being a corporation duly organized,  validly
existing  and in  good  standing  under  the  laws  of  the  State  of  Delaware
(hereinafter referred to as the "Borrower"),

     AND

     SUMMIT BANK,  as  successor-in-interest  to UNITED  JERSEY BANK,  having an
office located at 210 Main Street, Hackensack, New Jersey 07601, being a banking
corporation  duly organized and validly  existing under the laws of the State of
New Jersey (hereinafter referred to as the "Lender").

                                   BACKGROUND

     A. On February  20, 1991,  the Lender  extended to the Borrower a revolving
credit loan in the original  aggregate  principal  amount of up to $4,000,000.00
(hereinafter referred to as the "Loan"), pursuant to the terms and conditions of
that certain Loan and Security  Agreement  dated February 20, 1991,  executed by
and between the Borrower and the Lender  (hereinafter  as it may be from time to
time  amended,  modified,  extended,  renewed,  refinanced  and/or  supplemented
referred to as the "Loan Agreement").

     B. On February 20, 1991, the Borrower, as the maker, executed and delivered
to the Lender, as the payee, a certain Revolving Note in the original  aggregate
principal  amount  of the  Loan  (hereinafter  as it may be  from  time  to time
amended, modified, extended, renewed, refinanced and/or supplemented referred to
as the "Note").

     C. On September 1, 1991, the Borrower, as the maker, executed and delivered
to the  Lender,  as the  payee,  a certain  Promissory  Note for the  purpose of
extending the term of the Loan from the then current maturity date of "September
1, 1991" to a new maturity date of "January 15, 1992"  (hereinafter as it may be
from  time to time  amended,  modified,  extended,  renewed,  refinanced  and/or
supplemented referred to as the "Extension Agreement #1").

     D. On January 15, 1992, the Borrower,  as the maker, executed and delivered
to the Lender,  as the payee,  a certain  Master Advance Note for the purpose of
extending  the term of the Loan from the then current  maturity date of "January
15, 1992" to a new maturity date of "January 31, 1993" (hereinafter as it may be
from  time to time  amended,  modified,  extended,  renewed,  refinanced  and/or
supplemented referred to as the "Extension Agreement #2").


<PAGE>


     E. On January 31, 1993, the Borrower,  as the maker, executed and delivered
to the Lender,  as the payee,  a certain  Master Advance Note for the purpose of
extending  the term of the Loan from the then current  maturity date of "January
31, 1993" to a new maturity date of "January 31, 1994" (hereinafter as it may be
from  time to time  amended,  modified,  extended,  renewed,  refinanced  and/or
supplemented referred to as the "Extension Agreement #3").

     F. On January 31, 1994, the Borrower,  as the maker, executed and delivered
to the Lender,  as the payee,  a certain  Master Advance Note for the purpose of
extending  the term of the Loan from the then current  maturity date of "January
31, 1994" to a new maturity date of "March 31, 1994"  (hereinafter  as it may be
from  time to time  amended,  modified,  extended,  renewed,  refinanced  and/or
supplemented referred to as the "Extension Agreement #4").

     G. As of March 31,  1994,  pursuant  to a certain  First  Modification  and
Extension  Agreement   (hereinafter  referred  to  as  the  "First  Modification
Agreement"), executed by and among, inter alia, the Borrower and the Lender, the
parties  agreed,  among other things (i) to extend the maturity date of the Loan
from the then current  maturity  date of "March 31, 1994" to a new maturity date
of "January 31,  1995";  and (ii) to amend and modify the Lender's  address from
the then  existing  address of "630  Franklin  Boulevard,  Somerset,  New Jersey
08875" to a new address of "4365 Route 1 South, Princeton, New Jersey 08540".

     H. As of March 31, 1994,  pursuant to the terms of a certain  First Allonge
to $4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to
as the "First Allonge"),  executed by the Borrower,  as the maker, and delivered
to the Lender,  as the payee,  the Borrower  and the Lender  agreed to amend and
modify  the terms of the Note,  as  previously  amended  and  modified,  for the
purposes of (i)  extending  the term of the Loan from the then current  maturity
date of "March 21, 1994" to the new maturity  date of "January  31,  1995";  and
(ii) amending and modifying the Lender's  address from the then existing address
of "630  Franklin  Boulevard,  Somerset,  New Jersey  08875" to a new address of
"4365 Route 1 South, Princeton, New Jersey 08540".

     I. As of  January  31,  1995,  pursuant  to the terms of a  certain  Second
Modification  and Extension  Agreement  (hereinafter  referred to as the "Second
Modification  Agreement"),  executed by and among,  inter alia, the Borrower and
the Lender,  the parties  agreed,  among other things (i) to extend the maturity
date of the Loan from the then current  maturity date of "January 31, 1995" to a
new maturity date of "January 31,  1996";  (ii) to amend and modify the interest
rate on the  aggregate  principal  amount  of the Loan  from  the then  existing
interest  rate of "Bank's  Base Rate plus one and one-half  percent  (1.5%) on a
floating  basis" to a new  interest  rate of "Bank's  Base Rate plus one percent
(1.0%) on a floating  basis";  and (iii) to amend and modify the  Lender's  name
from the then existing name of "United Jersey Bank/Central,  N.A." to a new name
of "United Jersey Bank".

     J. As of  January  31,  1995,  pursuant  to the terms of a  certain  Second
Allonge to  $4,000,000.00  Revolving Note Dated  February 20, 1991  (hereinafter
referred to as the "Second  Allonge"),  executed by the Borrower,  as the maker,
and the Lender,  as the payee,  the Borrower and the Lender  agreed to amend and
modify  the terms of the Note,  as  previously  amended  and


                                       -2-
<PAGE>


modified,  for the purposes of (i)  extending the maturity date of the Loan from
the then current maturity date of "January 31, 1995" to the new maturity date of
"January 31, 1996"; (ii) amending and modifying the interest rate charged on the
outstanding  aggregate  principal  amount  of the Loan  from  the then  existing
interest  rate of "Bank's  Base Rate plus one and one-half  percent  (1.5%) on a
floating  basis" to a new  interest  rate of "Bank's  Base Rate plus one percent
(1.0%) on a floating basis";  and (iii) amending and modifying the Lender's name
from the then existing  name of "United  Jersey  Bank/Central,  N.A." to the new
name of "United Jersey Bank".

     K. As of  August  25,  1994,  pursuant  to the  terms  of a  certain  Third
Modification  and  Extension  Agreement  (hereinafter  referred to as the "Third
Modification  Agreement"),  executed by and among,  inter alia, the Borrower and
the Lender,  the parties agreed,  among other things (i) to amend and modify the
aggregate  principal amount of the Loan from the then existing  principal amount
of  "$4,000,000.00"  to the new increased  principal amount of  "$4,500,000.00";
(ii) to extend the maturity date of the Loan from the then current maturity date
of "January  31, 1996" to a new maturity  date of "May 31,  1996";  and (iii) to
amend and modify the Lender's  address from the then  existing  address of "4365
Route 1 South,  Princeton,  New Jersey  08540" to the  Lender's  new  address of
"Raritan Plaza II, Fieldcrest Avenue, Edison, New Jersey 08837".

     L. As of August 23, 1995,  pursuant to the terms of a certain Third Allonge
to $4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to
as the "Third Allonge"),  executed by the Borrower,  as the maker, and delivered
to the Lender,  as the payee,  the Borrower  and the Lender  agreed to amend and
modify  the terms of the Note,  as  previously  amended  and  modified,  for the
purposes  of (i)  amending  and  modifying  the  aggregate  principal  amount of
"$4,000,000.00"   to   a   new   increased   aggregate   principal   amount   of
"$4,500,000.00";  (ii) to  extend  the  maturity  date of the Loan from the then
current  maturity  date of "January 31, 1996" to a new maturity date of "May 31,
1996"; and (iii) to amend and modify the Lender's address from the then existing
address of "4365 Route 1 South, Princeton, New Jersey 08540" to the Lender's new
address of "Raritan Plaza II, Fieldcrest Avenue, Edison, New Jersey 08837".

     M. As of  February  6,  1996,  pursuant  to the terms of a  certain  Fourth
Modification  and Extension  Agreement  (hereinafter  referred to as the "Fourth
Modification  Agreement"),  executed by and among,  inter alia, the Borrower and
the Lender, the parties agreed,  among other things, to delete the then existing
Paragraph 2 of the Note and to insert a new  Paragraph 2 in its place and stead,
which  provides that interest  shall be due and payable as set forth in the Loan
Agreement, as previously amended and modified.

     N. As of  February  6,  1996,  pursuant  to the terms of a  certain  Fourth
Allonge to  $4,000,000.00  Revolving Note Dated  February 20, 1991  (hereinafter
referred to as the "Fourth  Allonge"),  executed by the Borrower,  as the maker,
and delivered to the Lender, as the payee, the Borrower and the Lender agreed to
amend and modify the Note, as previously  amended and modified,  for the purpose
of  deleting  the then  existing  Paragraph  2 of the Note and  inserting  a new
Paragraph 2 in its place and stead,  which  provides that interest  shall be due
and  payable  as set forth in the Loan  Agreement,  as  previously  amended  and
modified.


                                      -3-
<PAGE>


     O.  As  of  May  31,  1996,  pursuant  to  the  terms  of a  certain  Fifth
Modification  and  Extension  Agreement  (hereinafter  referred to as the "Fifth
Modification  Agreement"),  executed by and among,  inter alia, the Borrower and
the Lender, the parties agreed,  among other things, to extend the maturity date
of the Loan  from  the then  current  maturity  date of "May 31,  1996" to a new
maturity date of "May 31, 1998".

     P. As of May 31, 1996,  pursuant to the terms of a certain Fifth Allonge to
$4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to as
the "Fifth Allonge"),  executed by the Borrower,  as the maker, and delivered to
the Lender, as the payee, the Borrower and the Lender agreed to amend and modify
the Note, as previously  amended and modified,  for the purpose of extending the
term of the term of the Loan  from the then  current  maturity  date of "May 31,
1996" to a new maturity date of "May 31, 1998".

     Q.  As  of  May  31,  1997,  pursuant  to  the  terms  of a  certain  Sixth
Modification  and  Extension  Agreement  (hereinafter  referred to as the "Sixth
Modification  Agreement"),  executed by and among,  inter alia, the Borrower and
the Lender,  the parties agreed,  among other things, (i) to extend the maturity
date of the Loan from the then current  maturity date of "May 31, 1997" to a new
maturity  date of "May 31,  1998"  and (ii) to amend  and  modify  the  Lender's
address from the then existing address of "Raritan Plaza II, Fieldcrest  Avenue,
Edison,  New Jersey  08837" to the  Lender's  new  address of "210 Main  Street,
Hackensack, New Jersey 07601".

     R. As of May 31, 1997,  pursuant to the terms of a certain Sixth Allonge to
$4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to as
the "Sixth Allonge"),  executed by the Borrower,  as the maker, and delivered to
the Lender, as the payee, the Borrower and the Lender agreed to amend and modify
the Note, as previously  amended and modified,  for the purpose of extending the
term of the Loan from the then current  maturity date of "May 31, 1997" to a new
maturity date of "May 31, 1998".

     S. As of May 31, 1998, pursuant to the terms of a certain Seventh Amendment
and Modification Agreement (hereinafter referred to as the "Seventh Modification
Agreement"), executed by and among, inter alia, the Borrower and the Lender, the
parties  agreed,  among other things,  to extend the maturity date from the then
current  maturity  date of "May  31,  1998" to a new  maturity  date of "May 31,
1999".

     T. As of May 31, 1998,  pursuant to the terms of a certain  Seventh Allonge
to $4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to
as the "Seventh Allonge"), executed by the Borrower, as the maker, and delivered
to the Lender,  as the payee,  the Borrower  and the Lender  agreed to amend and
modify  the Note,  as  previously  amended  and  modified,  for the  purpose  of
extending  the term of the Loan from the then current  maturity date of "May 31,
1998" to a new maturity date of "May 31, 1999".

     U. As of  February  5,  1999,  pursuant  to the terms of a  certain  Eighth
Amendment and  Modification  Agreement  (hereinafter  referred to as the "Eighth
Modification  Agreement"),  executed by and among,  inter alia, the Borrower and
the Lender, the parties agreed,  among other things, (i) to amend and modify the
aggregate  principal  amount  of the  Loan  from  the  then



                                       -4-
<PAGE>


existing  aggregate  principal  amount of  "$4,500,000.00"  to a new,  increased
aggregate principal amount of  "$6,000,000.00";  and (ii) to extend the maturity
date from the then  current  maturity  date of "May 31,  1999" to a new maturity
date of "May 31, 2000".

     V. As of  February  5,  1999,  pursuant  to the terms of a  certain  Eighth
Allonge to  $4,000,000.00  Revolving Note Dated  February 20, 1991  (hereinafter
referred to as the "Eighth  Allonge"),  executed by the Borrower,  as the maker,
and  delivered to the Lender,  as the payee,  the Borrower and the Lender agreed
(i) to amend and modify the aggregate principal amount of the Loan from the then
existing  aggregate  principal  amount of  "$4,500,000.00"  to a new,  increased
aggregate principal amount of  "$6,000,000.00";  and (ii) to extend the maturity
date from the then  current  maturity  date of "May 31,  1999" to a new maturity
date of "May 31, 2000".

     W. As of May 10, 1999,  pursuant to the terms of a certain Ninth  Amendment
and Modification  Agreement  (hereinafter referred to as the "Ninth Modification
Agreement"), executed by and among, inter alia, the Borrower and the Lender, the
parties agreed,  among other things, to amend and modify the aggregate principal
amount  of the  Loan  from the  then  existing  aggregate  principal  amount  of
"$6,000,000.00"   to  a   new,   increased   aggregate   principal   amount   of
"$8,500,000.00".

     X. As of May 10, 1999,  pursuant to the terms of a certain Ninth Allonge to
$4,000,000.00 Revolving Note Dated February 20, 1991 (hereinafter referred to as
the "Ninth Allonge"),  executed by the Borrower,  as the maker, and delivered to
the Lender, as the payee, the Borrower and the Lender agreed to amend and modify
the  aggregate  principal  amount of the Loan from the then  existing  aggregate
principal amount of  "$6,000,000.00"  to a new,  increased  aggregate  principal
amount of "$8,500,000.00".

     Y. As of even date  herewith,  pursuant  to the  terms of a  certain  Tenth
Amendment  and  Modification  Agreement  (hereinafter  referred to as the "Tenth
Modification  Agreement"),  executed by and among,  inter alia, the Borrower and
the Lender,  the parties  agreed,  among other  things,  to amend and modify the
aggregate  principal  amount of the Loan from the existing  aggregate  principal
amount of  "$8,500,000.00"  to a new,  increased  aggregate  principal amount of
"$9,000,000.00".

     Z. The Borrower  and the Lender now desire to further  amend and modify the
terms of the Note, as previously amended and modified,  to reflect the terms and
conditions of the Tenth Modification Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual benefits  inuring to the
Borrower and the Lender and intending to be legally  bound hereby,  the Note, as
previously  amended and modified  through the Ninth  Allonge,  is hereby further
amended and modified as follows:

         1. Loan.  Any and all  references to the existing  aggregate  principal
amount of the Loan of  "$8,500,000.00"  shall be deleted  and the new  increased
aggregate  principal amount of "$9,000,000.00"  shall be inserted in their place
and stead.


                                      -5-
<PAGE>


         2.  Modification of Note. The Note is the "Note" as defined in the Loan
Agreement, as previously amended and modified by the Extension Agreement #1, the
Extension  Agreement #2, the Extension Agreement #3, the Extension Agreement #4,
the First Allonge,  the Second Allonge,  the Third Allonge,  the Fourth Allonge,
the Fifth Allonge,  the Sixth Allonge,  the Seventh Allonge, the Eighth Allonge,
the Ninth Allonge and as further amended and modified by this Tenth Allonge. All
other  provisions  of the  Note  and of all  other  agreements  and  instruments
executed  in  connection  therewith  shall  not be  modified  hereby,  except as
expressly set forth herein,  and this Tenth Allonge shall not be considered as a
waiver of any of the Lender's rights under the Note as heretofore existing or as
hereafter modified by this Tenth Allonge.

         3.  Construction.  Any capitalized terms used in this Tenth Allonge not
otherwise  defined  herein  shall  have the  meaning  as set  forth in the Tenth
Modification Agreement.

         4. Single  Instrument.  The Borrower hereby directs the Lender to affix
this Tenth Allonge to the Note,  whereupon the Note, the Extension Agreement #1,
the Extension  Agreement #2, the Extension Agreement #3, the Extension Agreement
#4,  the First  Allonge,  the  Second  Allonge,  the Third  Allonge,  the Fourth
Allonge,  the Fifth Allonge,  the Sixth Allonge, the Seventh Allonge, the Eighth
Allonge,  the Ninth Allonge and this Tenth Allonge will become and  constitute a
single instrument.

     IN WITNESS  WHEREOF,  the Lender and the Borrower  have executed this Tenth
Allonge under the seal on the date first above written.

                                           BORROWER:

[SEAL]
ATTEST:                                    JOULE, INC., a Delaware corporation


/s/ Bernard G. Clarkin                     By:/s/ Emanuel N. Logothetis
------------------------------------          ----------------------------------
Bernard G. Clarkin                            Emanuel N. Logothetis
Secretary                                     President

                                           LENDER:

                                           SUMMIT BANK


                                           By:/s/ Cynthia Colucci
                                              ----------------------------------
                                              Cynthia Colucci
                                              Vice President


                                      -6-
<PAGE>


                           CERTIFICATE OF JOULE, INC.
                  AS TO EXISTENCE, AUTHORIZATION AND INCUMBENCY
                          OF OFFICERS AND OTHER MATTERS

     The Undersigned,  Bernard G. Clarkin,  Secretary of Joule, Inc., a Delaware
corporation  (hereinafter referred to as the "Company"),  in connection with the
tenth  amendment  and  modification  of a revolving  credit loan in the modified
aggregate  principal  amount  of up to  $9,000,000.00  made by Summit  Bank,  as
successor-in-interest  to United  Jersey  Bank  (hereinafter  referred to as the
"Lender") to the Company pursuant to a certain Loan and Security Agreement dated
February  20,  1991,  executed  by and  between,  the  Company  and  the  Lender
(hereinafter  referred  to  as  the  "Loan  Agreement"),   which  amendment  and
modification  is evidenced  by that certain  Tenth  Amendment  and  Modification
Agreement  dated  as of  November  15,  1999  (hereinafter  referred  to as  the
"Modification  Agreement"),  does  hereby  represent,  warrant  and  certify  as
follows:

     1. Terms defined in the Modification  Agreement and not otherwise expressly
defined  herein  shall  have the same  meanings  herein  as in the  Modification
Agreement.

     2. A true, correct and complete copy of the Certificate of Incorporation of
the Company,  which is in full force and effect as of the date hereof,  has been
previously  delivered to the Lender.  There is no  amendment  or other  document
relating to or affecting the Certificate of Incorporation  or its  shareholders,
directors, or officers in contemplation of the liquidation or dissolution of the
Company.

     3. A true,  correct and complete copy of the By-Laws of the Company,  which
are in full  force  and  effect  as of the date  hereof,  have  been  previously
delivered to the Lender and since such delivery  there have been no  amendments,
modifications or other supplements to the By-Laws.

     4. Attached  hereto as Exhibit "A" is a true,  correct and complete copy of
the following:

          (i)  Resolutions duly adopted by the Board of Directors of the Company
               at a meeting duly called and held on December 8, 1999, at which a
               quorum  was  present  and  acting  throughout,   authorizing  the
               execution  and  delivery of the  Modification  Agreement  and all
               other  documents to be executed  and  delivered by the Company in
               connection therewith.

     Said Exhibit is in full force on the date hereof and has not been  amended,
altered, modified or repealed.


<PAGE>



     5. The following persons are, on the date hereof,  duly elected,  qualified
and acting officers of the Company  authorized to execute the Loan Documents and
holding  the  offices  set forth  after  their  respective  names below and that
opposite the name of each is set forth his true and genuine signature:

          Name                Office                  Signature

 Emanuel N. Logothetis       President               /s/ Emanuel N. Logothetis
                                                     --------------------------

 Bernard G. Clarkin          Secretary               /s/ Bernard G. Clarkin
                                                     --------------------------

     6. To the best of the  Company's  knowledge,  on and as of the date hereof,
each  of  the  representations  and  warranties  made  by  the  Company  in  the
Modification  Agreement is true,  correct and complete and all agreements of the
Company  therein  provided and  contemplated  to be performed on or prior to the
date hereof have been so performed.

     IN WITNESS  WHEREOF,  I have  hereunto set my hand as the  Secretary of the
Company and have affixed the corporate  seal of the Company,  all as of the 15th
day of November, 1999.

[SEAL]                                      JOULE, INC., a Delaware corporation


                                             By:/s/ Bernard G. Clarkin
                                                --------------------------------
                                                Bernard G. Clarkin
                                                Secretary

<PAGE>
                                                                       [GRAPHIC]

Exhibit A



Upon  motion duly made and seconded it was unanimously


       RESOLVED,  that the  Tenth  Loan  Modification  and  Extension  Agreement
       approved by the bank in  November,  1999,  between the Company and Summit
       Bank be authorized.


<PAGE>


                 CERTIFICATE OF JOULE TECHNICAL SERVICES, INC.,
                AS TO EXISTENCE, AUTHORIZATION AND INCUMBENCY OF
                           OFFICERS AND OTHER MATTERS

     The Undersigned, Bernard G. Clarkin, Secretary of Joule Technical Services,
Inc., a New Jersey corporation  (hereinafter  referred to as the "Company"),  in
connection with the tenth amendment and  modification of a revolving credit loan
in the modified aggregate  principal amount of up to $9,000,000.00  (hereinafter
referred to as the "Loan")  made by Summit  Bank,  as  successor-in-interest  to
United Jersey Bank (hereinafter  referred to as the "Lender") to Joule,  Inc., a
New Jersey corporation,  (hereinafter referred to as the "Borrower") pursuant to
a certain Loan and Security  Agreement dated February 20, 1991,  executed by and
between,  the  Borrower  and the Lender  (hereinafter  referred  to as the "Loan
Agreement"), which amendment and modification is evidenced by that certain Tenth
Amendment and Modification  Agreement dated as of November 15, 1999 (hereinafter
referred to as the "Modification Agreement"), and which Loan has been guarantied
by the Company, does hereby represent, warrant and certify as follows:

     1. Terms defined in the Modification  Agreement and not otherwise expressly
defined  herein  shall  have the same  meanings  herein  as in the  Modification
Agreement.

     2. A true, correct and complete copy of the Certificate of Incorporation of
the Company,  which is in full force and effect as of the date hereof,  has been
previously  delivered to the Lender.  There is no  amendment  or other  document
relating to or affecting the Certificate of Incorporation  or its  shareholders,
directors, or officers in contemplation of the liquidation or dissolution of the
Company.

     3. A true,  correct and complete copy of the By-Laws of the Company,  which
are in full  force  and  effect  as of the date  hereof,  have  been  previously
delivered to the Lender and since such delivery  there have been no  amendments,
modifications or other supplements to the By-Laws.

     4. Attached  hereto as Exhibit "A" is a true,  correct and complete copy of
the following:


          (i)  Resolutions duly adopted by the Board of Directors of the Company
               at a meeting duly called and held on December 8, 1999, at which a
               quorum  was  present  and  acting  throughout,   authorizing  the
               execution  and  delivery of the  Modification  Agreement  and all
               other  documents to be executed  and  delivered by the Company in
               connection therewith.

     Said Exhibit is in full force on the date hereof and has not been  amended,
altered, modified or repealed.


<PAGE>

                                                                       [GRAPHIC]

Exhibit A



Upon  motion duly made and seconded it was unanimously


       RESOLVED,  that the  Tenth  Loan  Modification  and  Extension  Agreement
       approved by the bank in  November,  1999,  between the Company and Summit
       Bank be authorized.

<PAGE>

                 CERTIFICATE OF JOULE TECHNICAL STAFFING, INC.,
                AS TO EXISTENCE, AUTHORIZATION AND INCUMBENCY OF
                           OFFICERS AND OTHER MATTERS

     The Undersigned, Bernard G. Clarkin, Secretary of Joule Technical Staffing,
Inc., a New Jersey corporation  (hereinafter  referred to as the "Company"),  in
connection with the tenth amendment and  modification of a revolving credit loan
in the modified aggregate  principal amount of up to $9,000,000.00  (hereinafter
referred to as the "Loan")  made by Summit  Bank,  as  successor-in-interest  to
United Jersey Bank (hereinafter  referred to as the "Lender") to Joule,  Inc., a
New Jersey corporation,  (hereinafter referred to as the "Borrower") pursuant to
a certain Loan and Security  Agreement dated February 20, 1991,  executed by and
between,  the  Borrower  and the Lender  (hereinafter  referred  to as the "Loan
Agreement"), which amendment and modification is evidenced by that certain Tenth
Amendment and Modification  Agreement dated as of November 15, 1999 (hereinafter
referred to as the "Modification Agreement"), and which Loan has been guarantied
by the Company, does hereby represent, warrant and certify as follows:

     1. Terms defined in the Modification  Agreement and not otherwise expressly
defined  herein  shall  have the same  meanings  herein  as in the  Modification
Agreement.

     2. A true, correct and complete copy of the Certificate of Incorporation of
the Company,  which is in full force and effect as of the date hereof,  has been
previously  delivered to the Lender.  There is no  amendment  or other  document
relating to or affecting the Certificate of Incorporation  or its  shareholders,
directors, or officers in contemplation of the liquidation or dissolution of the
Company.

     3. A true,  correct and complete copy of the By-Laws of the Company,  which
are in full  force  and  effect  as of the date  hereof,  have  been  previously
delivered to the Lender and since such delivery  there have been no  amendments,
modifications or other supplements to the By-Laws.

     4. Attached  hereto as Exhibit "A" is a true,  correct and complete copy of
the following:


          (i)  Resolutions duly adopted by the Board of Directors of the Company
               at a meeting duly called and held on December 8, 1999, at which a
               quorum  was  present  and  acting  throughout,   authorizing  the
               execution  and  delivery of the  Modification  Agreement  and all
               other  documents to be executed  and  delivered by the Company in
               connection therewith.

     Said Exhibit is in full force on the date hereof and has not been  amended,
altered, modified or repealed.


<PAGE>


     5. The following persons are, on the date hereof, duly elected,  qualified,
and acting  officers  of the  Company  holding the offices set forth after their
respective  names below and that  opposite  the name of each is set forth his or
her true and genuine signature:

         Name                 Office                    Signature
         ----                 ------                    ---------

Emanuel N. Logothetis         President              /s/ Emanuel N. Logothetis
                                                     --------------------------

Bernard G. Clarkin            Secretary              /s/ Bernard G. Clarkin
                                                     --------------------------

         6.  On and as of the  date  hereof,  each  of the  representations  and
warranties  made by the  Company  in the Loan  Documents  is true,  correct  and
complete and all agreements of the Company therein  provided and contemplated to
be performed on or prior to the date hereof have been so performed.

     IN WITNESS  WHEREOF,  I have  hereunto set my hand as the  Secretary of the
Company and have affixed the corporate  seal of the Company,  all as of the 15th
day of November, 1999.

[SEAL]                               JOULE TECHNICAL STAFFING, INC.
                                              a New Jersey corporation


                                     By:/s/ Bernard G. Clarkin
                                        ----------------------------------------
                                              Bernard G. Clarkin
                                              Secretary
                                      -2-
<PAGE>

                                                                       [GRAPHIC]

Exhibit A



Upon  motion duly made and seconded it was unanimously


       RESOLVED,  that the  Tenth  Loan  Modification  and  Extension  Agreement
       approved by the bank in  November,  1999,  between the Company and Summit
       Bank be authorized.


<PAGE>

               CERTIFICATE OF JOULE MAINTENANCE CORPORATION,
                AS TO EXISTENCE, AUTHORIZATION AND INCUMBENCY OF
                           OFFICERS AND OTHER MATTERS

     The  Undersigned,  Bernard  G.  Clarkin,  Secretary  of  Joule  Maintenance
Corporation,   a  New  Jersey  corporation   (hereinafter  referred  to  as  the
"Company"),  in  connection  with the  tenth  amendment  and  modification  of a
revolving  credit  loan in the  modified  aggregate  principal  amount  of up to
$9,000,000.00  (hereinafter  referred to as the "Loan") made by Summit Bank,  as
successor-in-interest  to United  Jersey  Bank  (hereinafter  referred to as the
"Lender") to Joule, Inc., a New Jersey corporation,  (hereinafter referred to as
the "Borrower") pursuant to a certain Loan and Security Agreement dated February
20,  1991,  executed by and between,  the  Borrower and the Lender  (hereinafter
referred  to as the "Loan  Agreement"),  which  amendment  and  modification  is
evidenced by that certain Tenth Amendment and Modification Agreement dated as of
November 15, 1999 (hereinafter referred to as the "Modification Agreement"), and
which Loan has been guarantied by the Company,  does hereby  represent,  warrant
and certify as follows:

     1. Terms defined in the Modification  Agreement and not otherwise expressly
defined  herein  shall  have the same  meanings  herein  as in the  Modification
Agreement.

     2. A true, correct and complete copy of the Certificate of Incorporation of
the Company,  which is in full force and effect as of the date hereof,  has been
previously  delivered to the Lender.  There is no  amendment  or other  document
relating to or affecting the Certificate of Incorporation  or its  shareholders,
directors, or officers in contemplation of the liquidation or dissolution of the
Company.

     3. A true,  correct and complete copy of the By-Laws of the Company,  which
are in full  force  and  effect  as of the date  hereof,  have  been  previously
delivered to the Lender and since such delivery  there have been no  amendments,
modifications or other supplements to the By-Laws.

     4. Attached  hereto as Exhibit "A" is a true,  correct and complete copy of
the following:

          (i)  Resolutions duly adopted by the Board of Directors of the Company
               at a meeting duly called and held on December 8, 1999, at which a
               quorum  was  present  and  acting  throughout,   authorizing  the
               execution  and  delivery of the  Modification  Agreement  and all
               other  documents to be executed  and  delivered by the Company in
               connection therewith.

     Said Exhibit is in full force on the date hereof and has not been  amended,
altered, modified or repealed.



<PAGE>



     5. The following persons are, on the date hereof, duly elected,  qualified,
and acting  officers  of the  Company  holding the offices set forth after their
respective  names below and that  opposite  the name of each is set forth his or
her true and genuine signature:

         Name              Office                             Signature

Emanuel N. Logothetis      President                  /s/ Emanuel N. Logothetis
                                                      --------------------------

Bernard G. Clarkin         Secretary                  /s/ Bernard G. Clarkin
                                                      --------------------------

     6. On and as of the date hereof, each of the representations and warranties
made by the Company in the Loan Documents is true,  correct and complete and all
agreements of the Company therein  provided and  contemplated to be performed on
or prior to the date hereof have been so performed.

     IN WITNESS  WHEREOF,  I have  hereunto set my hand as the  Secretary of the
Company and have affixed the corporate  seal of the Company,  all as of the 15th
day of November, 1999.

[SEAL]                                 JOULE MAINTENANCE CORPORATION,
                                       a New Jersey corporation


                                        By:/s/. Bernard G. Clarkin
                                           -------------------------------------
                                                 Bernard G. Clarkin
                                                 Secretary

                                      -2-
<PAGE>

                                                                       [GRAPHIC]

Exhibit A



Upon  motion duly made and seconded it was unanimously


       RESOLVED,  that the  Tenth  Loan  Modification  and  Extension  Agreement
       approved by the bank in  November,  1999,  between the Company and Summit
       Bank be authorized.