Exhibit 10.13

 AMENDMENT NO. 6 TO
                 AMENDED AND RESTATED LOAN AGREEMENT AND WAIVER

         AMENDMENT  and WAIVER  (this  "Amendment")  dated as of March 31,  1999
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 an  amendments  thereto  dated as of December 7, 1994,
July 15, 1996, June 27, 1997, December 15, 1997 and December 22, 1997, the "Loan
Agreement") among the Borrower, Holding, the Banks and the Agent.



                               W I T N E S S E T H

         WHEREAS,  the  Borrower  has asked the Agent and the Banks to waive the
Borrower's  defaults arising under Section 7.1(a) of the Loan Agreement from the
Borrower's  failure  to  provide  to the Agent and the Banks  monthly  financial
information  as required  there in and, on and subject to the terms hereof,  the
Agent and the Banks are amendable to granting such a waiver;

         WHEREAS,  the Borrower and Holding have advised the Agent and the Banks
that they  desire  that the Loan  Agreement  be  amended  so that the  financial
covenant set forth in Section 8.22 is calculated on a rolling four quarter basis
and so that certain  special  charges  referred to below are  excluded  from the
calculation  of EBITDA for  certain  quarters  and,  on and subject to the terms
hereof, the Agent and the Banks are willing to so amend the Loan Agreement; and,

         WHEREAS, the Borrower and Holding have requested that the Agent and the
Banks  extend the time for  deliver of certain  agreements  and other  documents
required to be  delivered  pursuant to the  Consent  and  Amendment  dated as of
December 22, 1997 (the "December 1997 Consent") and, on and subject to the terms
hereof, the Agent and the Banks are willing to so extend such time for delivery;

         NOW, THEREFORE, it is agreed:

         1.  Definitions.  All terms used  herein  which are defined in the Loan
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 indicate  otherwise) 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 Loan Agreement  unless  otherwise
specified.

         2. Effect of Amendment - As used in the Loan  Agreement  (including all
Exhibit  thereto),  the  Notes  and the  other  Loan  Documents  and  all  other
instruments and documents  executed in connection with any of the foregoing,  on
and  subsequent  to the  applicable  effectiveness  date set  forth  herein  any
reference to the Loan Agreement shall mean the Loan Agreement as amended hereby.

         3.  Defined Terms.

     (a) Annex I to the Loan Agreement is hereby amended by adding the following
paragraphs thereto in the appropriate alphabetical place:

     (i)  "May  1999  Cost  Schedule"  shall  mean the  schedule  of cost  items
          entitled  "Furmanite  Worldwide,  Inc.  Estimated  1999  Restructuring
          Costs" sent by Holding to the Agent by telecopy on May 10, 1999,

     (ii) "New Sixth  Amendment"  shall mean the  amendment to the Agreement (as
          then in effect)  designated as Amendment No. 6 to Amended and Restated
          Loan Agreement and Waiver and dated as of March 31, 1999,

     (iii)"New Sixth  Amendment  Date"  shall have the same  meaning as the term
          "Amendment Closing Date" in the New Sixth Amendment.

     (iv) "NSTAD" shall mean the New Sixth Amendment Date.

     (b) The following  defined term in Annex I is hereby amended to read in its
entirety as follows:

         "EBITDA"  for any  Person  for any  period  shall mean the EBIT of such
Person and its consolidated Subsidiaries for such period plus (A) (to the extent
deducted in computing EBIT for such period) depreciation, amortization and other
non-cash  items  plus (B) (to the extent  deducted  in  computing  EBIT for such
quarter and without  duplication  of any cost added to EBIT for such  quarter or
any preceding  quarter  pursuant to clause (A)), for any quarter ending in 1999,
any cost  identified on the May 1999 Cost  Schedule;  provided that no such cost
shall be added to EBIT if such cost or the taking of the action or entering into
of the  transaction  to  which  such  cost  applies  is  prohibited  by the Loan
Agreement or any other Loan Document".

         4. Section 8.22 is amended by restating  subsection  (b) thereof in its
entirety as follows;

         "(b)  Neither  Holding  nor the  Borrower  will permit the ratio of (x)
Long-Term Debt of the Consolidated Group at the end of any fiscal quarter to (y)
EBITDA of the  Consolidated  Group for the period of four fiscal quarters ending
on the date of such fiscal quarter to exceed:

     (A)  4.0:1 at the end of any fiscal  quarter  ending on or after  September
          30, 1994 until and including the last day of the fiscal quarter ending
          on September 30, 1996; or

     (B)3.5:1 at the end of the fiscal  quarter  ending  December 31, 1996 or at
          the end of any fiscal quarter thereafter. "

     5.   Section  7.1  Section  7. 1 (a) of the Loan  Agreement  is  amended by
          restating clause (i) thereof in its entire as follows:

          "(i) As soon as practicable  and in any event within 35 days after the
               close of each of the first  two  calendar  months of each  fiscal
               quarters of Holding and its Subsidiaries,  the monthly management
               reports prepared by Holding and its  Subsidiaries,  which reports
               shall (among other things) unaudited consolidated statement(s) of
               income  of (x) FAI and its  Subsidiaries,  (y)  Borrower  and its
               Subsidiaries,  and (z) the Combined  Group,  in each case for the
               Fiscal Year to date,  and such other  material as the Agent shall
               request"

     6.  Waivers:  Extensions of Time.

     (a) In reliance on the agreements  and the accuracy of the  representations
and warranties of Borrower and Holding  contained  elsewhere in this  Amendment,
the Agent and the Banks  hereby  waive the  Events of Default  arising  from the
Borrower's failure to deliver the financial  statements  required by Section 7.1
(a)(i) of the Loan  Agreement  in  respect  of months  ending  prior to the date
hereof.

     (b) In reliance on the agreements  and the accuracy of the  representations
and  warranties  of  the  Borrower  and  Holding  contained  elsewhere  in  this
Amendment,  effective  as of January 15,  1998,  the Agent and the Banks  hereby
agree that the December  1997 Consent is amended by changing the  deadlines  set
forth in Sections II(c),  II(d), II(e) and II(l) f such consent from the time or
date set forth in such Sections to June 15, 1999 (or such later date (if any) as
may be spccified in writing by the Agent).

    7.  Agreement of Holding to the Borrower

     (a) To induce  the Agent and the  Banks to enter  into this  Amendment  and
grant the waivers contained herein,  the Borrower and Holding hereby jointly and
severally  agree for the  benefit of the Agent and the Banks that on or prior to
June 15, 1999 (or such later date, if any, as may be specified in writing by the
Agent), each of Holding and the Borrower,  at the expense of the Borrower,  will
fully  perform  each  obligation  applicable  to it set forth in Section  II(c),
Section II(d), Section II(e) and Section II(1) of the December 1997 Consent. Any
breach of the  foregoing  agreement  shall  constitute an Event of Default under
Section 9.3 of the Loan Agreement as fully as if said agreement was specifically
referred to therein.

     (b) The Borrower  affirms and  acknowledges  its obligations  under Section
7.l(a)(i) of the Loan Agreement (as amended hereby).

     8.  Representations.  To induce  the Agent and the Banks to enter into this
Amendment  and grant the waivers  contained  herein,  Holding  and the  Borrower
hereby jointly and severally represent and warrant to the Banks and the Agent as
follows (which representations and warranties are made as of the date hereof and
as of the Amendment  Closing Date,  shall  survive the  execution,  delivery and
effectiveness  of this  Amendment  and for  purposes  of  Section  9 of the Loan
Agreement shall  constitute  representations  and warranties made under the Loan
Agreement as fully as if the same were set forth in full in the Loan Agreement):

     (a) The  execution  and  delivery by each Credit Party (to the extent it is
party thereto) of this Amendment,  and all other amendments and agreements being
delivered on the NSTAD or pursuant thereto and such Person's performance of such
Loan  Documents  and  the  Agreement  as  amended  by  this  Amendment  and  the
consummation  of the  transactions  contemplated  under this  Amendment and such
other Loan  Documents have been duly  authorized by all necessary  corporate and
stockholder action.

     (b) This  Amendment and the Loan 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).

     (c) The Security  Documents  secure or  guarantee,  as the case may be, all
Loans and  Letters of Credit,  whether  made or issued  before,  on or after the
NSTAD). No amendments need to be made in any of the Security Documents, nor does
any action need to be taken,  to  effectuate  the  provisions  of the  preceding
sentence.

     (d) The priority of all Liens in favor of the Agent and the Banks under the
Security  Documents  (whether  in respect of Loans or Letters of Credit  made or
issued  before,  on or after the NSTAD) shall be the same as the priority of all
Liens immediately prior to the NSTAD with respect to Loans and Letters of Credit
outstanding immediately prior to the NSTAD.

     (e) No Default or Event of Default exists.

     (f) All representations and warranties  contained in the Loan Agreement and
in the other Loan  Documents  or  otherwise  made by the  Borrower  or any other
Credit Party in connection with any of the foregoing are true and correct in all
material  respects  with the same  effect as  though  such  representations  and
warranties were now being made.

     (g) The May 1999 Cost  Schedule is Holdings  and the  Borrower's  goodfaith
estimate of certain  costs that the Borrower  expects to incur in 1999.  Each of
the Borrower and Holding  acknowledges and agrees that the inclusion of any cost
on such Schedule does not constitute any agreement of the Agent or any Bank that
such cost or the action or  transaction  to which such cost applies is permitted
under the Loan  Agreement or any other Loan  Document.  Each of the Borrower and
Holding  further agrees that unless it has obtained the prior written consent of
the Agent and the Banks thereto  (which consent may be withheld in the Agent and
the Banks' sole discretion),  it will not incur any such cost or take any action
or enter  into any  transaction  to which any such cost  applies  (or permit any
Subsidiary  so to do) if the  incurring  of such cost or the taking or  entering
into of such action or  transaction  is prohibited by the Loan  Agreement or any
other Loan Document,

     9.  Effectiveness.  This Amendment  shall become  effective (in the case of
Section  6(b)  hereof,  as of  January  15,  1998 and,  in the case of all other
Sections  hereof,  as of the date hereof) when each of the following  conditions
have been fulfilled to the  satisfaction  of the Agent (or waived by the Agent).
The first date on which all of the following  conditions  have been so satisfied
(or so waived) is herein  referred to as the  "Amendment  Closing  Date." If the
Amendment  Closing  Date shall not have  occurred by the close of business  (New
York time) on May 19,  1999 (or such later date as tiny be  specified  to by the
Agent in writing), this Amendment shall be deemed rescinded, null and void.

     (a) The  Borrower,  Holding and the Banks shall have executed a copy hereof
and  delivered  the same to the Agent at 565 Fifth  Avenue,  New York,  New York
10017 (Attention W. Andrew Chamberlain) or, in the case of the Banks, shall have
given the Agent written notice (actually received) that the same has been signed
and is being sent to the Agent.

     (b) There  shall  have been  delivered  to the  Agent a  certificate  of an
authorized  officer and of the  secretary  of each of the  Borrower and Holding,
with respect to this Amendment, along with resolutions authorizing, the same.

     (c) Holding and the Borrower shall have delivered or caused to be delivered
such other agreements,  instruments and documents as are reasonably requested by
the Agent.  All  agreements,  documents,  and other  instruments  required to be
delivered to the Agent pursuant to this Section 9 shall be in form and substance
satisfactory to the Agent.

     10.  Limited  Nature of  Amendments.  The  amendment  and waivers 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
Loan Agreement or any of the documents  referred to therein or (b) prejudice any
right or  rights  which  the  Banks or the Agent may now have or may have in the
future under or in  connection  with the Loan  Agreement or any of the documents
referred  to  therein.  Except  as  expressly  amended  hereby,  the  terms  and
provisions  of the Loan  Agreement or any of the  documents  referred to therein
shall remain in full force and effect.

     11. Integration.

     (a) THIS  AMENDMENT,  THE LOAN 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.

     (b) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     12.  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.

     13.  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.

     14. 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.

     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 dtae 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:




                      AMENDMENT NO. 7 (Restated Agreement)


         AMENDMENT  (this  "Amendment")  dated as of  November  10,  1999  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 an  amendments  thereto  dated as of  December 7, 1994,  July 15,
1996,  June 27, 1997,  December 15, 1997,  December 22, 1997 and March 31, 1999,
the "Loan Agreement") among the Borrower, Holding, the Banks and the Agent.


                                                W I T N E S S E T H :


     WHEREAS, the Borrower and Holding have advised the Agent and the Banks that
they desire that certain provisions of the Loan Agreement regarding intercompany
advances be amended; and

     WHEREAS,  on and subject to the terms  hereof,  the Agent and the Banks are
willing to amend the Loan Agreement;

     NOW, THEREFORE, it is agreed:

     1.  Definitions.  All the terms used  herein  which are defined in the Loan
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 indicate  otherwise) 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 Loan Agreement  unless  otherwise
specified.

     2.  Effect  of  Amendment.  As used in the Loan  Agreement  (including  all
Exhibits  thereto),  the  Notes  and the  other  Loan  Documents  and all  other
instruments and documents  executed in connection with any of the foregoing,  on
and  subsequent  to the  applicable  effectiveness  date set  forth  herein  any
reference to the Loan Agreement shall mean the Loan Agreement as amended hereby.

     3. Defined Terms.

     (a) Annex I to the Loan Agreement is hereby amended by adding
the following paragraphs thereto in the appropriate alphabetical place:

          (i)  "Foreign Intercompany Borrowings"-- Section 8.5.

          (ii) "Net Aggregate  Foreign  Guarantor  Debt", at any time, means the
               aggregate amount of the Net FG Debt of all Foreign  Guarantors at
               such time;

          (iii)"Net FG Debt" with  respect to any Foreign  Guarantor at any time
               means the amount  determined by subtracting the aggregate  amount
               of  loans  and   advances   constituting   Foreign   Intercompany
               Borrowings   outstanding  to  (i.e.  borrowed  by)  such  Foreign
               Guarantor  at such time  from the  aggregate  amount  of  Foreign
               Intercompany  Borrowings  outstanding  by (i.e.  loaned  by) such
               Foreign Guarantor at such time.

          (iv) "Net  Intercompany  Amount"  at any time means the sum of (i) the
               Net Aggregate  Foreign  Guarantor Debt at such time plus (ii) the
               aggregate  principal  amount of all loans  and  advances  made by
               Holding,  the Borrower,  FOSI and  F-Australia to Furmanite,  the
               other  UK  Guarantors  and  to  Foreign   Guarantors   which  are
               outstanding at such time.

          (v)  "New  Seventh  Amendment"  shall mean the  amendment  to the Loan
               Agreement  (as then in  effect)  designated  as  Amendment  No. 7
               (Restated Agreement) dated as of September 30, 1999.

          (vi) "New Seventh  Amendment  Date" shall have the same meaning as the
               term Amendment Closing Date in the New Seventh Amendment.

          (vii) "NSVAD" shall mean the New Seventh Amendment Date.

          (viii)   "Satisfactory   Subordinated   Note"   shall   mean   a  note
               substantially  in  the  form  of  Exhibit  1 to the  New  Seventh
               Amendment.

     (b) The following defined terms in Annex I are hereby amended as follows:

          (i)  "Subordination  Agreements"  to  add  the  following  immediately
               before the period at the end of such definition:  "and each other
               subordination  agreement as well as the subordination  provisions
               contained  in any note or  other  agreement  (including,  without
               limitation,  the New Seventh Amendment) pursuant to which (in any
               such case) any  obligation of any Credit Party or any  obligation
               running  in favor of any  Credit  Party  is  subordinated  to any
               obligation  owed by Holding,  the  Borrower  or any other  Credit
               Party to the Banks."

          (ii) "US  Guarantors" to add the words "and FOSI"  immediately  before
               the period at the end of such definition.

     (c) The  following  defined  term  in  Annex I is  hereby  restated  in its
entirety as follows:

     "Foreign Guarantor" shall mean each of the following Subsidiaries of FOSI:

          Furmeta  Holding BV Furmanite BV  Metaholding BV Metalock BV Furmanite
          NV Furmanite SA Furmanite  East Asia Limited  Furmanite  Singapore PTE
          Ltd Furmanite Australia Pty Limited Furmanite V&P Engineering Ltd

and,  provided  that such other  Subsidiary  has executed  and  delivered to the
Agent,  subsequent to the New Seventh  Amendment Date, a Guarantee  Agreement in
form and substance satisfactory to the Agent, each other Subsidiary of Furmanite
or FOSI not  incorporated  in the US or UK;  provided,  that  upon  any  company
ceasing to be a  Subsidiary,  such company  shall cease to constitute a "Foreign
Guarantor."

     (c) The following defined terms are hereby deleted from Annex I:

                  "CMA Account"
                  "CMA Bank"


     4. Section 7.1 (Amendment)

     Section 7.1 of the Loan Agreement is amended by replacing the period at the
end of clause (i) thereto with a semi-colon  and adding a new clause (j) thereto
(immediately after clause (i)) as follows:

     "(j) As soon as practicable and in any event within 45 days after the close
of each month of each Fiscal Year of Holding  and its  Subsidiaries,  a schedule
setting forth all loans and advances between members of the  Consolidated  Group
as at the end of such month."


     5. Section 8.3 (Amendment)

     Section  8.3(xi) of the Loan  Agreement  is amended by deleting  clause (B)
thereof, and inserting the following in lieu of said clause:

     "(B) no such loan is borrowed from a Credit Party;"

     6. Section 8.5 (Amendment)

     Section 8.5 of the Loan Agreement is hereby amended and restated to read in
its entirety as follows:

          "8.5  Advances and Loans.  Neither  Holding nor the Borrower will lend
     money or  credit,  or make  advances  to any  Person or permit any of their
     respective  Subsidiaries so to do, except the sale of services and products
     by members of the  Consolidated  Group on credit in the ordinary  course of
     business  on terms not more  favorable  than  those  used by other  Persons
     similarly  situated and engaged in the same or similar  business;  provided
     however that :

               (i)  any Foreign  Guarantor  may lend money and make  advances to
                    any other  Foreign  Guarantor  (any such loan or advance,  a
                    "Foreign  Intercompany  Borrowing")  if after giving  effect
                    thereto

                    (a)  the  Net FG Debt of such  Foreign  Guarantor  does  not
                         exceed $2,000,000;

                    (b)  the Net  Aggregate  Foreign  Guarantor  Debt  does  not
                         exceed $4,000,000;

                    (c)  the Net Intercompany Amount does not exceed $9,000,000;

                    (d)  such Foreign  Intercompany  Borrowing is evidenced by a
                         Satisfactory  Subordinated Note, which note is endorsed
                         in  blank,  pledged  to the  Banks  pursuant  to the US
                         Pledge  Agreement,  as  amended  if and  to the  extent
                         required  by the Agent to give  effect to such  pledge,
                         and delivered to and held by the Agent;

                    (e)  each  Foreign   Intercompany   Borrowing  is  made  and
                         accepted  only for the ordinary  business  needs of the
                         borrowing Foreign Subsidiary; and

                    (f)  all such loans and  advances  are made and  accepted at
                         normal commercial rates of interest for such credits;

          (ii) the Borrower may make loans to FAI if

                    (a)  each such  loan is  evidenced  by the FAI  Intercompany
                         Note or by a note  substantially in the form of the FAI
                         Intercompany  Note,  endorsed in blank,  pledged to the
                         Banks pursuant to the US Pledge  Agreement,  as amended
                         if and to the  extent  required  by the  Agent  to give
                         effect to such pledge, and delivered to and held by the
                         Agent;

                    (b)  such  loan is made and  accepted  solely  for  ordinary
                         business needs of FAI;

                    (c)  the  aggregate  principal  amount  of  all  such  loans
                         outstanding at any one time is not more than:

                    (i)  [intentionally deleted]; and

                    (ii) such  amount as is agreed upon in writing by the Agent,
                         the Required  Banks and the Borrower  from time to time
                         (and only for such  period(s) as are agreed upon by the
                         Borrower  and the Agent in  writing)  but, in any case,
                         not less than $5,000,000;

                    (d)  such loans are made and  accepted at normal  commercial
                         rates of interest for such credits;

                    (e)  [intentionally deleted];

                    (f)  such  loans are  secured by the  Intercompany  Security
                         Documents  executed on the Closing Date (or by security
                         agreements,  pledge  agreements,  mortgages  and  other
                         security  documents  substantially  in the form of such
                         Intercompany  Security Documents) covering all real and
                         personal property of FAI; and

                    (g)  all of the Liens  granted or purported to be granted by
                         the  documentation  referred to in the preceding clause
                         (f) shall be fully  perfected and (i) constitute  valid
                         and enforceable  Liens under the UCC (as to personalty)
                         and the applicable  Recording Act (as to realty),  (ii)
                         be  entitled  to  all  of  the  rights,   benefits  and
                         priorities  provided by the UCC and the Recording  Act,
                         as  applicable,  and (iii) be superior and prior to the
                         rights of all third Persons then existing or thereafter
                         arising  under  the  laws  of the  US,  the UK and  any
                         subdivision  of  either  (based  on the  laws  then  in
                         effect,  and any  laws  already  passed  but not yet in
                         effect) except for Permitted  Liens and the other Liens
                         referred to in Section  8.2(g),  Liens to the Agent and
                         the Banks in  connection  with the Loan  Documents  and
                         such  other  Liens as the Agent or the  Required  Banks
                         consent to;


               (iii)each of the  Borrower  and  Holding  may lend money and make
                    advances  to  Furmanite  and the  other  UK  Guarantors  and
                    Foreign  Guarantors  incorporated in the Netherlands (and to
                    the  limited  extent set forth,  also to Foreign  Guarantors
                    incorporated elsewhere) if after giving effect thereto

                    (a)  the Net  Intercompany  Amount  does not any time exceed
                         $9,000,000;

                    (b)  each loan and advance  made  pursuant  to this  proviso
                         (iii) is evidenced by a Satisfactory Subordinated Note,
                         which note is endorsed  in blank,  pledged to the Banks
                         pursuant to the US Pledge Agreement,  as amended if and
                         to the extent  required  by the Agent to give effect to
                         such pledge, and delivered to and held by the Agent;

                    (c)  each loan and advance  made  pursuant  to this  proviso
                         (iii)  is made  and  accepted  only  for  the  ordinary
                         business needs of the borrowing Foreign Subsidiary;

                    (d)  all such loans and  advances  are made and  accepted at
                         normal  commercial  rates of interest for such credits;
                         and

                    (e)  (to the  extent  that such  loans  are made to  Foreign
                         Guarantors not  incorporated  in the  Netherlands)  the
                         aggregate   principal   amount   of  all   such   loans
                         outstanding  at any one time is not more than $500,000;
                         the foregoing amount is included in, and not additional
                         to, that specified in clause (a) above; and



               (iv) the loans and  advances  specified  on  Exhibit 2 to the New
                    Seventh  Amendment shall be permitted to remain  outstanding
                    until their respective scheduled maturity dates.

          All amounts  expressed in Dollars in this Section  include  equivalent
     amounts in other currencies at the Spot Rate.


     7. New Term Loans (Sections 2.4(b)and 8.15 and Annex I) (Amendment)

     (i)Reference  in Section  8.15(b) to Section 2.4 shall be deemed to include
reference to Section 2.4A;  (ii) reference in the definition of "Fixed  Charges"
in Annex I to the Loan  Agreement  to Section  2.4(a) shall be deemed to include
reference to Section  2.4A(e);  and (iii) reference in Section 2.4(b) to Section
2.4(a) shall be deemed to include reference to Section 2.4A(e).


     8. [Intentionally deleted]


     9. Representations and Warranties.

     To  induce  the  Agent and the  Banks to enter  into  this  Amendment,  the
Borrower and Holding hereby  jointly and severally  represent and warrant to the
Agent and the Banks, and covenant and agree for the benefit of the Agent and the
Banks (which representations, warranties, covenants and agreements shall survive
the execution, delivery and effectiveness of this Amendment and, for purposes of
Section 9 of the Loan Agreement, shall constitute representations and warranties
made under a Loan  Document,  and  agreements  and covenants made under the Loan
Agreement,  as  fully  as if the  same  were  set  forth  in  full  in the  Loan
Agreement):

               (a)  [Intentionally deleted].

               (b)  [Intentionally deleted].

               (c)  [Intentionally deleted].

               (d)  The  execution  and  delivery by each Credit  Party party to
                    this Amendment and such Credit  Party's  performance of each
                    of its agreements hereunder have been duly authorized by all
                    necessary  corporate and  stockholder  action on the part of
                    each such Credit Party.

               (e)  The  execution  and  delivery by each  Credit  Party (to the
                    extent it is party thereto) of this Amendment, and all other
                    agreements  being delivered on the NSVAD or pursuant thereto
                    and such Person's  performance of the Loan Documents and the
                    Loan   Agreement  as  amended  by  this  Amendment  and  the
                    consummation  of the  transactions  contemplated  under this
                    Amendment  and such  other  Loan  Documents  have  been duly
                    authorized  by  all  necessary   corporate  and  stockholder
                    action.  This Amendment has been duly executed and delivered
                    by each Credit Party party hereto.


               (f)  Both before and after giving  effect to this  Amendment  and
                    the transactions  contemplated by this Amendment, no Default
                    or Event of Default exists.

               (g)  All  representations  and  warranties  contained in the Loan
                    Agreement and in the other Loan  Documents or otherwise made
                    by the Borrower or any other Credit Party in connection with
                    any of the  foregoing  are true and correct in all  material
                    respects with the same effect as though such representations
                    and warranties were now being made.

               (h)  This  Amendment,  the  Loan  Agreement  as  amended  by this
                    Amendment, and all other amendments and agreements delivered
                    on the NSVAD or pursuant  thereto  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).

               (i)  The Security Documents secure or guarantee,  as the case may
                    be, all Loans and other  extensions of credit,  whether made
                    before, on or after the effectiveness of this Amendment,  to
                    the same  extent  that the  Security  Documents  secured  or
                    guaranteed,  as  the  case  may  be,  all  Loans  and  other
                    extensions of Credit  immediately prior to the effectiveness
                    of this  Amendment.  No amendments need to be made in any of
                    the  Security  Documents,  nor  does any  action  need to be
                    taken,   to  effectuate  the  provisions  of  the  preceding
                    sentence.

               (j)  If requested by the Agent,  Holding will execute and deliver
                    to the Agent,  and cause each of its Subsidiaries to execute
                    and deliver to the Agent, a confirming  consent with respect
                    to the transactions  contemplated by this Amendment, in form
                    and substance satisfactory to the Agent, within two weeks of
                    the Agent's request therefor.

               (k)  Exhibit 3 hereto constitutes a true and complete list of all
                    loans and advances  between  Credit  Parties and the amounts
                    thereof  outstanding  as of the date  hereof  (except to the
                    extent that the principal amount of any such loan or advance
                    (x) may have increased as a result of the  capitalization of
                    accrued  interest  thereon  or (y) may have  decreased  as a
                    result of one or more payments of the principal thereof).

               (l)  On  or  prior  to  November  19,  1999,   Holding  and  each
                    applicable  Subsidiary  will make, and provide a copy to the
                    Agent of, all filings in the British Patent Office (or other
                    analogous  UK filing  office)  necessary to evidence or give
                    notice  of  the  transfer  to  Holding  of the  patents  and
                    trademarks  listed on  Schedule 1 hereto and to perfect  the
                    security  interest of the Agent therein;  and on or prior to
                    February  15, 2000 the  Borrower  will  deliver to the Agent
                    evidence of the  recordation  of such filings and an opinion
                    of counsel of Urquhart Dykes & Lord as to such transfers and
                    the perfection and priority of the Banks security interests,
                    in form and substance satisfactory to the Agent.

               (m)  UK  patent  no.  2544835  is not  owned  by  Holding  or any
                    Subsidiary;  neither  Holding  nor  any  Subsidiary  owns UK
                    patent  application  number GB 90/01412 or any patent issued
                    thereon;  UK patent no.  2240834 was issued in respect of UK
                    patent application number GB/01824.

     10.  Effectiveness.  This Amendment shall become effective when each of the
following  conditions  have been fulfilled to the  satisfaction of the Agent (or
waived by the Agent).  The first date on which all of the  following  conditions
have been so satisfied  (or so waived) is herein  referred to as the  "Amendment
Closing  Date".  If the  Amendment  Closing Date shall not have  occurred by the
close of business  (New York time) on  November  19, 1999 (or such later date as
may be  specified  by the  Agent in  writing),  this  Amendment  shall be deemed
rescinded, null and void.

          (a) The  Borrower,  Holding and the Banks  shall have  executed a copy
     hereof and delivered  the same to the Agent at 565 Fifth Avenue,  New York,
     New York 10017  (Attention  W. Andrew  Chamberlain)  or, in the case of the
     Banks,  shall have given the Agent written notice (actually  received) that
     the same has been signed and is being sent to the Agent.

          (b) There shall have been  delivered to the Agent a certificate  of an
     authorized  officer  and of the  secretary  of  each  of the  Borrower  and
     Holding, with respect to this Amendment, along with resolutions authorizing
     the same.

          (c)  Holding  and the  Borrower  shall  have  delivered  to the  Agent
     Amendment  No. 5 to Pledge  Agreement  in the form  previously  sent by the
     Agent to the  Borrower,  duly  executed by Holding,  the  Borrower and each
     other Credit Party whose name appears on the signature page thereof.

          (d) Holding shall have delivered to the Agent an opinion of counsel of
     Urquhart Dykes & Lord in form and substance acceptable to the Agent.

          (e)  Holding  shall  have  executed  and  delivered  to the  Agent  an
     Intellectual  Property Mortgage in the form previously sent by the Agent to
     Holding.

          (f)  Holding and the  Borrower  shall have  delivered  or caused to be
     delivered  such  other   agreements,   instruments  and  documents  as  are
     reasonably requested by the Agent.

          All  agreements,  documents,  and  other  instruments  required  to be
     delivered  to the Agent  pursuant  to this  Section 10 shall be in form and
     substance satisfactory to the Agent.

     11. Limited Nature of Amendments.  The amendments and consents (if any) 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 Loan Agreement or any of the documents  referred to therein or (b) prejudice
any right or rights which the Banks or the Agent may now have or may have in the
future under or in  connection  with the Loan  Agreement or any of the documents
referred  to  therein.  Except  as  expressly  amended  hereby,  the  terms  and
provisions of the Loan Agreement shall remain in full force and effect.

     12. Subordination.

          (a) Each of KSI and each KSI Borrower hereby confirms to the Agent and
     the Banks that (i) as of the date hereof,  the only loans or advances  made
     by KSI to any member of the Consolidated  Group are loans or advances (each
     such loan or advance  being  referred to for purposes of this Section 12(a)
     as a "KSI Advance") to FOSI, FEAL, FIL and Holding (each such company being
     referred to for purposes of this Section  12(a) as a "KSI  Borrower");  and
     (ii) all obligations and liabilities of each KSI Borrower, now or hereafter
     existing,  with  respect  to any KSI  Advance  (each  such  obligation  and
     liability  being  referred  to for  purposes  of this  Section  12(a) as an
     "Obligation")  are  subordinated  to  the  prior  payment  in  full  of all
     obligations and liabilities  (including,  without limitation,  all interest
     which  may be  payable  thereon  prior to or  during  the  pendency  of any
     insolvency  or  similar  proceeding  relating  to the  Borrower  or any KSI
     Borrower) of each KSI  Borrower  and of the  Borrower to the Banks,  now or
     hereafter  existing  (all  such  obligations  and  liabilities  of the  KSI
     Borrowers being collectively referred to in this Section 12(a) as "Superior
     Indebtedness"). In furtherance and not in limitation of the foregoing, each
     of KSI and each KSI  Borrower  agrees for the  benefit of the Agent and the
     Banks that the provisions set forth in the second  sentence of Section 1(b)
     and in Sections 3-14 of  Subordination  Agreement  (the "Payor  Agreement")
     dated as of August 31,  1992,  made by Holding,  KSI and the  Borrower  and
     accepted by the Agent are hereby  incorporated  herein by reference,  shall
     survive any  termination  of that agreement and shall apply to KSI, the KSI
     Borrowers and the Obligations as fully as if each KSI Borrower were a Payor
     thereunder,  the Obligations were Subordinated  Indebtedness thereunder and
     the Superior Indebtedness were Superior Indebtedness thereunder.

          (b) Each of Holding, KSI and the Borrower hereby confirms to the Agent
     and the Banks, and agrees for the benefit of the Agent and the Banks,  that
     all  obligations and liabilities of the Borrower to Holding with respect to
     each loan or  advance  made by Holding to the  Borrower,  now or  hereafter
     existing  (each such  obligation  and liability  being  referred to in this
     Section 12(b) as an  "Obligation"),  constitute  Subordinated  Indebtedness
     under the Payor  Agreement and that, to the extent for any reason the Payor
     Agreement  would  not  otherwise  include  an  Obligation  as  Subordinated
     Indebtedness  the Payor Agreement is hereby amended to the extent necessary
     so  that  each   Obligation  is  included  as   Subordinated   Indebtedness
     thereunder.

          (c) Each of FOSI, Holding,  FEAL, FIL, Furmanite BV, Furmanite AS, FAI
     and F Singapore  hereby confirms to the Agent and the Banks, and agrees for
     the  benefit  of  the  Agent  and  the  Banks,  that  all  obligations  and
     liabilities,  now or hereafter existing (each such obligation and liability
     being  referred to for purposes of this Section 12(c) as an  "Obligation"),
     of any of the  foregoing  companies  with respect to the loans and advances
     referred to in items 1(b), 2(a), 2(b), 3(a), 3(b), 5, 6, 7 and 8 of Exhibit
     2 to this  Amendment  are  subordinated  to the Superior  Indebtedness  (as
     defined below).  For purposes of this Section 12(c),  each of the foregoing
     companies  which  has made any such loan or  advance  is  referred  to as a
     "Creditor",  each  company  which has  borrowed any such loan or advance is
     referred to as a "Subordinated  Borrower",  the Obligations are referred to
     collectively  as  "Subordinated   Indebtedness"  and  the  obligations  and
     liabilities  (including,  without  limitation,  all  interest  which may be
     payable  thereon  prior to or during  the  pendency  of any  insolvency  or
     similar  proceeding  with  respect  to the  Borrower  or  any  Subordinated
     Borrower) of each Subordinated Borrower to the Banks and of the Borrower to
     the Banks are referred to collectively as the "Superior Indebtedness". Each
     Creditor and Subordinated Borrower hereby further agrees for the benefit of
     the Agent and the Banks that (i) the Subordinated Indebtedness is not to be
     payable,  and no  payment  on  account  thereof  whether  by way of loan or
     otherwise  nor  any  security  thereof,   shall  be  made  or  given  by  a
     Subordinated Borrower or received, accepted or retained by a Creditor until
     all  Superior  Indebtedness  is paid in full,  unless  the Agent  otherwise
     consents  in  writing;  and (ii) the  provisions  set  forth in the  second
     sentence  of  Section  1(b)  and in  Sections  3-14  of  the  Subordination
     Agreement (Intercompany) (the "Intercompany  Agreement") dated as of August
     31, 1992 made by the  Borrower,  accepted by the Agent and  consented to by
     various  then-existing  Subsidiaries  are  hereby  incorporated  herein  by
     reference,  shall survive any termination of that agreement and shall apply
     to  the  Creditors,   the  Subordinated   Borrowers  and  the  Subordinated
     Indebtedness as fully as if the Subordinated Indebtedness were Subordinated
     Indebtedness thereunder,  each Creditor were the Creditor thereunder,  each
     Subordinated   Borrower  were  a  Guarantor  thereunder  and  the  Superior
     Indebtedness were Superior Indebtedness thereunder.

          (d) Each of FOSI, Holding, KSI and Furmanite NV hereby confirms to the
     Agent and the Banks, and agrees for the benefit of the Agent and the Banks,
     that all obligations and liabilities,  now or hereafter existing (each such
     obligation  and  liability  being  referred to for purposes of this Section
     12(d) as an "Obligation"),  of any of the foregoing  companies with respect
     to the  loans  and  advances  referred  to in items  1(a),4(a)  and 4(b) of
     Exhibit 2 to this Amendment are  subordinated to the Superior  Indebtedness
     (as defined below) as set forth in this Section 12(d). For purposes of this
     Section 12(d), each of the foregoing companies which has made any such loan
     or advance is referred to as a "Creditor",  each company which has borrowed
     any such loan or advance is referred to as a  "Subordinated  Borrower"  and
     the  obligations  and  liabilities  (including,   without  limitation,  all
     interest  which may be payable  thereon  prior to or during the pendency of
     any  insolvency or similar  proceeding  with respect to the Borrower or any
     Subordinated  Borrower) of each  Subordinated  Borrower to the Banks and of
     the Borrower to the Banks are  referred to  collectively  as the  "Superior
     Indebtedness".  Each  Creditor and  Subordinated  Borrower  hereby  further
     agrees for the benefit of the Agent and the Banks that the  provisions  set
     forth in the second  sentence of Section  1(b) and in Sections  3-14 of the
     Intercompany  Agreement are hereby incorporated herein by reference,  shall
     survive any termination of that agreement and shall apply to the Creditors,
     the  Subordinated  Borrowers  and  the  Obligations  as  fully  as  if  the
     Obligations were Subordinated  Indebtedness thereunder,  each Creditor were
     the  Creditor  thereunder,  each  Subordinated  Borrower  were a  Guarantor
     thereunder  and  the  Superior   Indebtedness  were  Superior  Indebtedness
     thereunder.

     13.  Integration.  THIS  AMENDMENT,  THE LOAN 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.

     14.  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.

     15.  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.

     16. 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.

     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:

Each of the undersigned hereby confirms and agrees to be bound by the provisions
of Section 12 KANEB SERVICES INC.

By_______________________
   Name:
   Title:


FURMANITE OFFSHORE SERVICES INC.

By_______________________
   Name:
   Title:


FURMANITE EAST ASIA LIMITED

By_______________________
   Name:
   Title:


FURMANITE BV

By_______________________
   Name:
   Title:


FURMANITE AS

By_______________________
   Name:
   Title:

FURMANITE AMERICA INC.

By_______________________
   Name:
   Title:


FURMANITE SINGAPORE PTE LTD

By_______________________
   Name:
   Title:

FURMANITE NV

By_______________________
   Name:
   Title:

FURMANITE INTERNATIONAL
LIMITED

By_______________________
   Name:
   Title: