EXHIBIT 10(ii)6
                                                  ---------------

                                                   CONFORMED COPY

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


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

                      W I T N E S S E T H :


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

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

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

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

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                                                                       2

          3.   Amendment to Section 1.1 of the Credit Agreement 
(Definitions).  The definition of "Applicable Margin" is hereby amended by
(i) deleting the word "and" before the word "(b)" and substituting
therefor "," and (ii) deleting the clause beginning "; and provided,
further," and substituting therefor the following to read in its entirety:

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

           (d) in addition, for each day of each calendar quarter
     following the calendar quarter ending June 30, 1997, the applicable
     rate set forth below opposite the Leverage Ratio (in each case
     calculated as of the last day of the Borrower's fiscal quarter ending
     on or about the beginning of such calendar quarter and based upon the
     Borrower's financial statement for such fiscal quarter delivered to
     the Lenders pursuant to Section 21 of Schedule III) shall be added to
     the applicable rate per annum for any outstanding Alternate Base Rate
     Loans or Eurodollar Loans in clauses (a) or (b) above:
               
                  Leverage Ratio
                  --------------
               
                      < 2.99            None
                      -   
                              
                    3.00 < 3.49       + 0.25%
                         -
                              
                    3.50 < 3.99       + 0.50%
                         -
               
                    4.00 < 4.49       + 0.75%
                         -
                              
                    4.50 < 4.99       + 1.00%
                         -
                              
                      > 5.00          + 1.25%".
                      -
               
          4.   Amendment to Subsection 4.3 of the Credit Agreement
(Purpose of Loans).  Subsection 4.3 is hereby amended by:

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

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

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

                                

<PAGE>


                                                                       3

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

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

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

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

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

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

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

                                


<PAGE>

                                                                       4

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

     "shall mean, without duplication, (a) the capital stock (but
     excluding treasury stock and capital stock subscribed but unissued
     and preferred stock of the Parent or any of its Subsidiaries
     redeemable prior to October 31, 2003) and surplus accounts of the
     Parent and its Restricted Subsidiaries appearing on a consolidated
     balance sheet of the Parent and its Restricted Subsidiaries prepared
     in accordance with GAAP, provided that the investment in Quanterra
     represented in such accounts and surplus shall be included only
     to the extent of such investment existing at the Second Amendment
     Effective Date at all times valued at its book value (such amount on
     the Second Amendment Effective Date being $13,925,000.00) plus the
     book value of up to $3,575,000.00 of additional investment in
     Quanterra, plus (b) non-cash charges arising from the writing off of
     the asset values for deferred taxes and the investment in Quanterra
     in an amount no greater than $30,000,000.00, provided to the extent
     that the non-cash charges referred to in this clause (b) are less
     than $30,000,000.00, any other non-cash charges in an amount
     no greater than $5,000,000.00, in any case taken during the period
     from the Second Amendment Effective Date to and including the fiscal
     year ending on or before March 31, 1998 minus (c) Restricted
     Investments, and minus:

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

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

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

                                

<PAGE>

                                                                       5

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

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

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

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

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

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

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

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

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

<PAGE>

                                                                       6

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

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

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

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

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

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

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

<PAGE>

                                                                       7

          Period                                         Ratio
          ------                                         -----
 
          Beginning September 28, 1996 
            through and including March 28, 1997       7.00:1.00
          Beginning March 29, 1997 
            through and including December 26, 1997    6.00:1.00
          Beginning December 27, 1997
            through and including June 26, 1998        5.00:1.00
          Beginning June 27, 1998 
            through and including December 25, 1998    4.50:1.00
          Beginning December 26, 1998
            through and including December 31, 1999    4.00:1.00
          Thereafter                                   3.50:1.00".    

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

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

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

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

          Fiscal Quarter Ending                   Ratio
          ---------------------                   -----
          Quarter Ended March 28, 1997            0.75:1.00
          Two Quarter Period 
            Ended June 27, 1997                   1.00:1.00
<PAGE>

                                                                       8

          Three Quarter Period 
            Ended September 26, 1997              1.00:1.00
          Four Quarter Period 
            Ended December 26, 1997               1.25:1.00
          Four Quarter Periods 
            Ended March 27, 1998                  
            and June 26, 1998                     1.50:1.00
          Four Quarter Period 
            Ended September 25, 1998              1.75:1.00
          Rolling Four Quarter Periods 
            Ended December 25, 1998 
            and thereafter                        2.00:1.00".    
                    
          (e)  Section 6(b) is hereby amended by inserting immediately
after the word "35%" the clause "(or, in the case of the Carlyle 
Transaction, 20%)".

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

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

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

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

          (h)  Section 8(c) is hereby amended by (i) deleting the word
"or" appearing before the word "(ii)" and substituting therefor the word
"," and (ii) inserting at the end of Section 8(c) the following new clause

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                                                                       9

(iii) "or (iii) to enable the Parent to pay dividends on the Carlyle 6%
Preferred Stock, provided that at no time shall the dividend rate per
annum on the Carlyle 6% Preferred Stock exceed 6%".

          (i)  Section 8 is hereby further amended by:

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

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

          (iii) inserting the following new paragraph (g) in its entirety:

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

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

     "Section 27.   Use of Proceeds of Senior Notes.

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

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

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                                                                       10

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

     "SECTION 1.    AUTHORIZATION OF SENIOR NOTES.

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

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

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

     "SECTION 8.    COVENANTS OF THE COMPANY

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

          The interest shall be calculated by the Company on a daily basis
     (each such day, a "Determination Date") based on the principal amount
     of the Senior Notes outstanding on such Determination Date.  Daily
     interest shall be calculated, based on actual days elapsed in a
     365-day year, at a rate per annum equal to 9.42% for the period
     commencing on the Second Amendment Effective Date to and including
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                                                                       11
    
     June 30, 1997, and for each day of each calendar quarter following
     the calendar quarter ending June 30, 1997, at a rate per annum equal
     to the sum of (i) 8.67% plus (ii) the applicable rate set forth below
     opposite the Leverage Ratio (in each case calculated as of the last
     day of the Company's fiscal quarter ending on or about the beginning
     of such calendar quarter and based upon the Company's financial
     statement for such fiscal quarter delivered to the Noteholders
     pursuant to Section 21 of Schedule III):

               Leverage Ratio                Rate
               --------------                ----               
                    < 2.99                   None
                    -
               3.00 < 3.49                   0.25%
                    -
               3.50 < 3.99                   0.50%
                    -
               4.00 < 4.49                   0.75
                    - 
               4.50 < 4.99                   1.00%
                    -
                    > 5.00                   1.25%
                    -
     The Senior Notes are hereby amended to the extent of the foregoing
     provisions, and, within 10 Business Days of the Second Amendment
     Effective Date, the Company shall issue and deliver to the
     Noteholders revised Senior Notes, in form and substance
     satisfactory to the holders of the Senior Notes reflecting the
     payment of interest specified above and shall obtain for such notes
     a Private Placement Number issued by Standard & Poor's CUSIP Service
     Bureau (in cooperation with the Securities Valuation Office of the
     National Association of Insurance Commissions).  Each such revised
     Senior Note, shall be a "Senior Note".".

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

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

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

<PAGE>

                                                                      12

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

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

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

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

<PAGE>

                                                                       

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

                              IT CORPORATION
                              
                              
                              By:  /s/ Philip Ockelmann 
                                 -------------------------------------
                                 Title:   VP, Finance & Treasurer  
                              
                              
                              THE CHASE MANHATTAN BANK (formerly
                                known as Chemical Bank), as 
                                Administrative Agent and as a Lender
                              
                              
                              By:  /s/ John T. Zeller
                                 -------------------------------------
                                 Title:  Vice President
                              
                              
                              SOCIETE GENERALE
                              
                              
                              By:  /s/ David Brunson
                                 -------------------------------------
                                 Title:  First Vice President
                              
                              
                              THE FIRST NATIONAL BANK OF BOSTON
                              
                              
                              By:  /s/ J. Lee Harper
                                 -------------------------------------
                                 Title:  Vice President
                              
                              
                              JOHN HANCOCK MUTUAL LIFE
                              INSURANCE
                                COMPANY
                              
                              
                              By:  /s/ Stephen J. Blewitt
                                 -------------------------------------
                                 Title:  Investment Officer
                              
<PAGE>

                              
                              JOHN HANCOCK LIFE INSURANCE
                                COMPANY OF AMERICA
                              
                              
                              By:  /s/ Willma Davis
                                 -------------------------------------
                                 Title:  Vice President
                              
                              
                              ALLSTATE LIFE INSURANCE COMPANY
                              
                              
                              By:  /s/ Patricia W. Wilson
                                 -------------------------------------
                                 Title:  Vice President
                              
                              
                              By:  /s/ Steven M. Laude
                                 -------------------------------------
                                 Title:  Senior Investment Manager
                              
                              
                              THE MUTUAL LIFE INSURANCE COMPANY
                                OF NEW YORK
                              
                              
                              By:  /s/ Suzanne E. Walton
                                 -------------------------------------
                                 Title:  Managing Director
                              
                              
                              MONY LIFE INSURANCE COMPANY OF
                                AMERICA
                              
                              
                              By:  /s/ Suzanne E. Walton
                                 -------------------------------------
                                 Title:  Authorized Agent
                                                           
<PAGE>

                                                                       

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

                              
                              INTERNATIONAL TECHNOLOGY
                              CORPORATION
                              
                              
                              By:   /s/ Philip Ockelmann
                                 -------------------------------------
                                 Title:  VP, Finance & Treasurer
                              
                              
                              IT CORPORATION
                              
                              
                              By:  /s/ Philip Ockelmann                  
                                 -------------------------------------   
                                 Title:  VP, Finance & Treasurer
                              
                              
                              IT-TULSA HOLDINGS, INC.
                              
                              
                              By:  /s/ Philip Ockelmann
                                 -------------------------------------
                                 Title:   Treasurer
                              
                              
                              IT HANFORD, INC.
                              
                              
                              By:  /s/ Philip Ockelmann
                                 -------------------------------------
                                 Title:   Assistant Treasurer
                              
                              
                              UNIVERSAL PROFESSIONAL INSURANCE
                              COMPANY
                              
                              
                              By:  /s/ Philip Ockelmann
                                 -------------------------------------
                                 Title:  Treasurer
                              
                              
                              GRADIENT CORPORATION
                              
                              
                              By:  /s/ Philip Ockelmann
                                 -------------------------------------
                                 Title:   Assistant Treasurer