Exhibit 10.12



                      AMENDMENT NO. 8 (Restated Agreement)

         AMENDMENT  (this  "Amendment")  dated as of  December  22,  2000  among
FURMANITE PLC (formerly KANEB UK PLC), a company  incorporated under the laws of
England  and Wales  (registered  number  2530049)  (the  "Borrower"),  FURMANITE
WORLDWIDE INC.  (formerly  KANEB  INTERNATIONAL  INC.),  a Delaware  corporation
("Holding"),  the financial  institutions  which are party to the Loan Agreement
hereinafter referred to (each a "Bank" and collectively,  the "Banks"), and BANK
OF SCOTLAND, as agent for the Banks under such Loan Agreement (in such capacity,
the "Agent"), to the AMENDED AND RESTATED LOAN AGREEMENT dated as of May 3, 1991
(as amended by amendments  thereto dated as of December 7, 1994,  July 15, 1996,
June 27, 1997, December 15, 1997, December 22, 1997, March 31, 1999 and November
10, 1999, the "Agreement") among the Borrower, Holding, the Banks and the Agent.

                              W I T N E S S E T H :

         WHEREAS,  the  parties  hereto  desire to amend the  Agreement  and the
Revolving  Credit Note such that the Commitment  Period and the maturity date of
the Revolving Credit Note are extended to June 29, 2002; and

         WHEREAS,  in connection  therewith,  the parties desire to make certain
other amendments to the Agreement;

         NOW, THEREFORE, it is agreed:

         1.  Definitions.  All the terms used  herein  which are  defined in the
Agreement  (including,  to the  extent  any such terms are to be amended by this
Amendment,  as if such terms were already amended by this Amendment,  unless the
context shall otherwise  indicate) shall have the same meanings when used herein
unless  otherwise  defined herein.  All references to Sections in this Amendment
shall be  deemed  references  to  Sections  in the  Agreement  unless  otherwise
specified.

         2.  Effect  of  Amendment.  As used  in the  Agreement  (including  all
Exhibits  thereto),  each  Note  and the  other  Loan  Documents  and all  other
instruments and documents  executed in connection with any of the foregoing,  on
and subsequent to the Amendment Date (as hereinafter defined),  any reference to
the Agreement shall mean the Agreement as modified hereby.

         3.  Defined  Terms.  The  term  "Commitment  Period"  in Annex I to the
Agreement is hereby amended by replacing the words  "December 2001" therein with
the words "June 2002."

         4.  Amendments  to Note.  The first  paragraph of the Third Amended and
Restated  Promissory Note (Revolving Credit Note) dated May 16, 1991 (the "Third
Amended  Revolving  Note")  made by Borrower to the order of Bank of Scotland is
hereby  amended by replacing  the words  "December  2001" therein with the words
"June 2002."

         5. Section 2.5(b). Section 2.5(b) of the Agreement is hereby amended by
replacing the words "December 2001" with the words "June 2002."

         6. Section  8.13.  The chart in Section 8.13 of the Agreement is hereby
amended by inserting  the year 2002 at the bottom of the left side of said chart
and inserting the figure $6,000,000 opposite said inserted year 2002.

         7. Representations and Warranties.  To induce the Agent, the Issuer and
the Banks to enter into this Amendment,  each of the Borrower and Holding hereby
represents and warrants to, and agrees for the benefit of, the Agent, the Issuer
and the Banks as follows (which representations, warranties and agreements shall
survive the execution delivery and effectiveness of this Amendment):

         (i)      The execution and delivery of this  Amendment by the Borrower,
                  the  execution  and  delivery of the  Confirming  Consent (the
                  "Confirming  Consent")  in the form of  Annex A hereto  by the
                  Borrower,  Holding and each other Credit Party  executing such
                  consent and the  Borrower's  performance  of the Agreement and
                  the Third Amended  Revolving Note as amended by this Amendment
                  have been duly authorized by all necessary company,  corporate
                  or partnership action;
         (ii)     This  Amendment and the Agreement as amended by this Amendment
                  are the legal,  valid and  binding  obligations  of the Credit
                  Parties party thereto,  enforceable  in accordance  with their
                  respective terms subject, as to enforceability,  to applicable
                  bankruptcy,   insolvency,   reorganization  and  similar  laws
                  affecting the enforcement of creditors'  rights  generally and
                  to general  principles of equity  (regardless  of whether such
                  enforcement  is  considered  in a  proceeding  in equity or at
                  law);
         (iii)    The  priority  of all Liens in favor of the Agent,  the Issuer
                  and the Banks under the Security Documents (whether in respect
                  of Loans made or obligations  incurred before, on or after the
                  Amendment Date) shall be the same as the priority of all Liens
                  immediately  prior  to the  Amendment  Date  with  respect  to
                  obligations  outstanding  immediately  prior to the  Amendment
                  Date;
         (iv)     All  representations  and  warranties  of the Borrower and the
                  other  Credit  Parties  in the  Agreement  and the other  Loan
                  Documents  are true and correct in all material  respects with
                  the  same  effect  as  though  each  such  representation  and
                  warranty had been made on and as of the date hereof;
         (v)      No Default or Event of Default has occurred and is continuing;
                  and
         (vi)     If  requested  by the Agent,  the  Borrower  will  execute and
                  deliver to the Agent an amended and restated  Revolving Credit
                  Note  reflecting  the  extension of maturity  date effected by
                  this Amendment.

         8.  Limited  Nature.  The  amendments  set  forth  herein  are  limited
precisely  as written  and shall not be deemed to (a) be a consent to any waiver
of, or  modification  of, any other term or condition of the Agreement or any of
the documents referred to therein or (b) prejudice any right or rights which the
Banks,  the Issuer or the Agent may now have or may have in the future  under or
in connection  with the  Agreement or any of the documents  referred to therein.
Except as expressly  amended  hereby,  the terms and provisions of the Agreement
shall remain in full force and effect.

         9. Governing Law. This  Amendment,  including the validity  thereof and
the rights and  obligations of the parties  hereunder,  shall be governed by and
construed and interpreted in accordance with the laws of the State of New York.

         10.  Amendment Date.  This Amendment  shall become  effective as of the
date first above  written  (the  "Amendment  Date")  when each of the  following
conditions is satisfied.  If such  conditions are not satisfied prior to January
5, 2001, this Amendment shall be deemed rescinded, null and void.

         (i)      The  Borrower,  Holding,  the  Issuer and each Bank shall have
                  executed a copy hereof and  delivered the same to the Agent at
                  565  Fifth  Avenue,  New  York,  New York  (attention:  Adrian
                  Knowles);

         (ii)     The Borrower,  Holding,  KSI,  FOSI. FAI and each other Person
                  for  whom a  signature  line is set  forth  on the  Confirming
                  Consent  shall have  executed  such consent and  delivered the
                  same to the Agent.

         11.  Headings.  The descriptive  headings of the various  provisions of
this  Amendment are inserted for  convenience of reference only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.

         12.  Counterparts.  This  Amendment  may be  executed  in any number of
counterparts by the different parties hereto on separate  counterparts,  each of
which  when  so  executed  and  delivered  shall  be an  original,  but  all the
counterparts shall together  constitute one and the same instrument.  Telecopied
signatures  hereto  shall be of the same  force and effect as an  original  of a
manually signed copy.

         13.  Integration.  THIS  AMENDMENT,  THE  AGREEMENT (AS AMENDED BY THIS
AMENDMENT) AND THE OTHER LOAN DOCUMENTS  REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES  HERETO WITH RESPECT TO THE MATTERS  COVERED  HEREBY AND THEREBY AND MAY
NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS  OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.
         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their  respective duly authorized  officers as of
the date first above written.

BANK OF SCOTLAND,                            FURMANITE PLC
  individually and as Agent                  (formerly KANEB UK plc)

By__________________________                 By_______________________
 Name:                                         Name:
 Title:                                        Title:

                                             FURMANITE WORLDWIDE, INC.
                                             (formerly KANEB INTERNATIONAL INC.)

                                             By_______________________
                                               Name:
                                               Title:
<PAGE>
                                     ANNEX A

                               CONFIRMING CONSENT
                  (Amendment No. 8 to Restated Loan Agreement)


         Reference  is hereby made to  Amendment  No. 8 dated as of December 22,
2000 (the  "Amendment")  to the Amended and Restated Loan Agreement  dated as of
May 3, 1991 among Furmanite plc (formerly  Kaneb UK plc), an English  registered
company,  Furmanite  Worldwide  Inc.  (formerly  Kaneb  International  Inc.),  a
Delaware corporation, the financial institutions party thereto (the "Banks") and
Bank of Scotland, as agent for the Banks (said agreement, as amended to date and
from time to time hereafter, the "Loan Agreement").

         Each of the undersigned,  for itself,  hereby consents to the terms and
provisions of the Amendment and confirms and acknowledges that:

                  (a)  after  giving  effect  to  the  Amendment,   each  pledge
         agreement,   guarantee,  security  agreement,  deficiency  undertaking,
         subordination  agreement,  debenture,  charge,  mortgage of securities,
         intellectual property mortgage,  standard form of security,  collateral
         pledge  agreement  or  other  Loan  Document  entered  into  by  it  in
         connection with the Loan Agreement remains in full force and effect and
         continues to secure or guarantee  (as the case may be) all  obligations
         of the Borrower under the Loan Agreement and the other Loan  Documents;
         and

                  (b) its consent and acknowledgement  hereunder is not required
         under  the  terms of any such  pledge  agreement,  guarantee,  security
         agreement, deficiency undertaking,  subordination agreement, debenture,
         charge,   mortgage  of  securities,   intellectual  property  mortgage,
         standard form of security,  collateral  pledge  agreement or other Loan
         Document  previously  entered into by it and that any failure to obtain
         its consent or acknowledgment  to any subsequent  amendment to the Loan
         Agreement  or any of the  other  Loan  Documents  will not  affect  the
         validity of its  obligations  under such pledge  agreement,  guarantee,
         security agreement,  deficiency undertaking,  subordination  agreement,
         collateral  pledge  agreement  or other  Loan  Document,  and that this
         consent and  acknowledgement  is being  delivered  for purposes of form
         only.

         This  consent  may be  executed  in any number of  counterparts  by the
parties hereto on separate counterparts.

         Terms used herein and not  otherwise  defined have the same meanings as
in the Loan  Agreement.  This  Consent  is dated  as of the  Amendment  Date (as
defined in the Amendment).

FURMANITE PLC                                  FURMANITE WORLDWIDE, INC.
(formerly KANEB UK plc)                       (formerly KANEB INTERNATIONAL INC)


By____________________________                 By____________________________
  Name:                                          Name:
  Title:                                         Title:

FURMANITE 1986 Ltd.                            KANEB SERVICES, INC.
(formerly Furmanite PLC)


By____________________________                 By____________________________
  Name:                                          Name:
  Title:                                         Title:

FURMANITE AMERICA, INC.                       FURMANITE V&P ENGINEERING LTD.


By____________________________                 By____________________________
  Name:                                          Name:
  Title:                                         Title:

FURMANITE INTERNATIONAL LTD.                   FURMETA HOLDING BV


By____________________________                 By____________________________
  Name:                                          Name:
  Title:                                         Title:

FURMANITE OFFSHORE SERVICES INC.               FURMANITE BV


By____________________________                 By____________________________
  Name:                                          Name:
  Title:                                         Title:

METAHOLDING BV                                 METALOCK BV


By____________________________                 By____________________________
  Name:                                          Name:
  Title:                                         Title:

FURMANITE NV                                   FURMANITE SA


By____________________________                 By____________________________
  Name:                                          Name:
  Title:                                         Title:

FURMANITE HOLDING A/S                          FURMANITE EAST ASIA LIMITED


By____________________________                 By____________________________
  Name:                                          Name:
  Title:                                         Title:

FURMANITE SINGAPORE PTE LTD                    FURMANITE AUSTRALIA LTD


By____________________________                 By____________________________
  Name:                                          Name:
  Title:                                         Title: