AMENDMENT NO. 3 TO
                       AMENDED AND RESTATED LOAN AGREEMENT

         AMENDMENT dated as of June 27, 1997 among FURMANITE PLC (formerly KANEB
UK PLC), a company  incorporated under the laws of England and Wales (registered
number  2530049)  (the  "Borrower"),   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  amendment  thereto  dated as of December 7, 1994,
and as further  amended by an amendment  thereto dated as of July 15, 1996,  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 to enter into and  consummate the  Australian  Transaction  (as
defined below) and the Norwegian Transaction (as defined below);

         WHEREAS,  the Borrower and Holding have  requested  that the  Revolving
Credit Loan  Commitment  be  increased  to  $25,000,000  and that the Banks make
$5,475,047.86 in new term loans under the Loan Agreement;

         WHEREAS,  the Australian  Transaction  (the  "Australian  Transaction")
involves the following:  (i) the establishment by Holding of Furmanite  Offshore
Services  Inc., a direct and  wholly-owned  Subsidiary  of Holding  incorporated
under the laws of the State of Delaware ("FOSI"); (ii) the establishment by FOSI
of Denon Pty Ltd. (ACN 078 420 112), a corporation  incorporated  under the laws
of  Australia  ("F-Australia");  (iii) the  borrowing  by  F-Australia  of A$5.0
million from BOS International  (Australia) Limited ("BOS Australia");  (iv) the
lending by  Holding  to FOSI of A$1.1  million  (the  "Holding/FOSI  (Australia)
Advance");  (v) the  contribution  of A$1.0  million  by FOSI to the  capital of
F-Australia;  (vi) the  lending  by the  Borrower  of  $5,475,047.86  million to
Holding (the "Borrower/Holding  (Australia) Advance");  (vii) the acquisition by
F-Australia of certain assets from Furmanite  Australia Pty Limited (ACN 004 792
312) (the  "Australian  Seller") for A$6.1  million  pursuant to the  Australian
Acquisition  Agreement;  (viii) the acquisition by Holding of certain intangible
assets from the Australian  Seller for A$2.5 million  pursuant to the Australian
Acquisition Agreement;  (x) the issuance by the Issuer of a Letter of Credit for
the account of the  Borrower  in favor of BOS  Australia  in a Stated  Amount of
A$5.0  million;   (xi)  the  establishment  by  FOSI  of  V&P  Engineering  Ltd.
(AK/860-863),  a corporation incorporated and the laws of New Zealand and "F-New
Zealand";  (xii) the  contribution  of A$100,000 by FOSI to the capital of F-New
Zealand  and (xiii) the  acquisition  by  Holding  and F-New  Zealand of certain
assets for A$300,000 pursuant to the New Zealand Acquisition Agreement;

         WHEREAS,  the  Norwegian  Transaction  (the  "Norwegian   Transaction")
involves the following: (i) the establishment by FOSI of Furmanite Holding AS, a
corporation  organized  under the laws of Norway ("Norway  Holdings");  (ii) the
establishment  by Norway  Holdings of Furmanite Norse Services AS, a corporation
organized  under the laws of Norway  ("Norway  Opco");  (iii) the  borrowing  by
Holding from the  Borrower of NOK4.0  million  (the  "Borrower/Holding  (Norway)
Advance"),   and   on-lending  by  Holding  to  FOSI  of  NOK4.0   million  (the
"Holding/FOSI (Norway) Advance"), and the contribution by FOSI to the capital of
Norway Holdings of NOK4.0 million;  (iv) the borrowing by the Borrower under the
Agreement of the Dollar  Equivalent  of NOK4.0  million;  (vi) the  borrowing by
Norway  Holdings of NOK17.0  million from  Christiania  Bank og Kreditkasse  ASA
("Christiania");  (vi) the  issuance by the Issuer of a Letter of Credit for the
account of the Borrower  for the benefit of  Christiania  in a Stated  Amount of
NOK17,700,000 million; (vii) the lending by Norway Holdings of NOK9.0 million to
Norway Opco (the "Norway  Holding/Norway Opco Advance");  (viii) the purchase by
Norway Opco of certain  assets from Norse  Services AS pursuant to the Norwegian
Acquisition  Agreement for NOK9.0 million;  (ix) the purchase by Norway Holdings
from KOSI of 100% of the stock of Furmanite  AS for NOK12.0  million in cash and
NOK2.0 million in the form of a promissory  note; and (x) the purchase by Norway
Opco  of all of the  outstanding  shares  of  Wachs  Norge  AS  pursuant  to the
Norwegian Acquisition Agreement;

         WHEREAS,  certain of the foregoing  transactions  and parts thereof are
prohibited by the Loan Agreement;

         WHEREAS, Holding and the Borrower have asked the Agent and the Banks to
execute  this  Amendment  and,  subject  to the terms and  conditions  contained
herein, the Agent and the Banks are amenable to doing so;

         NOW, THEREFORE, it is agreed:

1.  Definitions.

         (1) 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) As used in this  Amendment,  the  following  terms  shall  have the
         following meanings:

                  "A$" shall mean the lawful currency of Australia.

                  "NOK" shall mean the lawful currency of Norway.

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  Amendment  Closing Date (as hereafter  defined),  any reference to the Loan
Agreement shall mean the Loan Agreement as amended hereby.

3.  Defined Terms.

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

                  "A$" shall mean the lawful currency of Australia.

                  "Australian   Acquisition  Agreement"  shall  mean  the  Asset
         Purchase Agreement among Furmanite  Australia Pty Ltd., Sierra Nominees
         Pty Ltd., Crestside Pty Ltd., Anthony Edward Blackhouse, Andrew Turnour
         and F-Australia dated as of June 30, 1997.

                  "Australian  Transaction"  shall mean (i) the establishment by
         FOSI of F-Australia; (ii) the borrowing by F-Australia of A$5.0 million
         from BOS  Australia;  (iii) the  lending  by  Holding  to FOSI of A$1.1
         million (the "Holding/FOSI (Australia) Advance"); (iv) the contribution
         of A$1.1 million by FOSI to the capital of F-Australia; (v) the lending
         by  the   Borrower   of   $5,475,047.86   million   to   Holding   (the
         "Borrower/Holding   (Australia)  Advance");  (vi)  the  acquisition  by
         F-Australia of certain assets from Furmanite Australia Pty Limited (ACN
         004 792 312) (the  "Australian  Seller") for A$6.1 million  pursuant to
         the Australian Acquisition Agreement;  (vii) the acquisition by Holding
         of  certain  intangible  assets  from the  Australian  Seller for A$2.5
         million pursuant to the Australian  Acquisition  Agreement;  (viii) the
         issuance  by the  Issuer of a Letter of Credit  for the  account of the
         Borrower in favor of BOS Australia in a Stated Amount of A$5.0 million;
         (ix) the  establishment by FOSI of F-New Zealand;  (x) the contribution
         of  A$100,000  by FOSI to the  capital  of F-New  Zealand  and (xi) the
         acquisition  by  Holding  and  F-New  Zealand  of  certain  assets  for
         A$300,000 pursuant to the New Zealand Acquisition Agreement;

                  "Borrower/Holding   (Australia)   Advance"  -  as  defined  in
         "Australian Transaction".

                  "Borrower/Holding/   (Norway)   Advance"   -  as   defined  in
         "Norwegian Transaction"

                  "BOS  Australia"  shall  mean  BOS  International  (Australia)
         Limited.

                  "BOS  Australia  Advances"  -  shall  mean  the  loans  in the
         aggregate  principal  amount of  approximately  A$5,000,000 made by BOS
         Australia pursuant to the BOS Australia Loan Documents.

                  "BOS  Australia  L/C" shall mean the letter of credit that may
         issued by the  Issuer in favor of BOS  Australia  pursuant  to  Section
         2A.1(f) in the Stated Amount of A$5.0  million in  connection  with the
         Australian Transaction.

                  "BOS  Australia  Loan  Documents"  shall mean the A$ Revolving
         Loan Facility  between BOS Australia  and  F-Australia,  dated June 27,
         1997 and  security  agreements  and  other  agreements,  documents  and
         instruments  related  thereto  executed by  F-Australia on or about the
         NTAD.

                  "Christiania" shall mean Christiania Bank og Kreditkasse ASA.


<PAGE>
                  "Christiania  Advance"  shall  mean the loan in the  principal
         amount of NOK17,000,000  which may made by Christiania  pursuant to the
         Christiania Loan Documents.

                  "Christiania  L/C" shall mean the letter of credit that may be
         issued  by  the  Issuer   pursuant  to  Section  2A.1(f)  in  favor  of
         Christiania in the Stated Amount of  NOK17,700,000  in connection  with
         the Norwegian Transaction.

                  "Christiania  Loan Documents"  shall mean the letter agreement
         between  Christiania  and  Furmanite  Holding  AS  dated  May 23,  1997
         relating to the borrowing by Norway Holdings of  NOK17,000,000  and all
         agreements,   documents,  notes  and  other  instruments  entered  into
         pursuant  thereto or in connection  therewith on or about the Norwegian
         Closing Date.

                  "F-Australia"   shall  mean  Denon  Pty  Ltd.,  a  corporation
         organized under the laws of Australia.

                  "F-New Zealand" shall mean V&P Engineering Ltd., a corporation
         organized under the laws of New Zealand.

                  "Holding/FOSI (Australia) Advance" - as defined in "Australian
         Transaction".

                  "Holding/FOSI  (Norway)  Advance" - as  defined in  "Norwegian
         Transaction".

                  "New  Third   Amendment"  shall  mean  the  amendment  to  the
         Agreement (as then in effect)  designated as Amendment No. 3 to Amended
         and Restated Loan Agreement and dated as of June 27, 1997.

                  "New Third  Amendment Date" shall have the same meaning as the
         term "Amendment Closing Date" in the New Third Amendment.

                  "New  Zealand  Acquisition  Agreement"  - shall mean the Asset
         Purchase  Agreement  among Furmanite V&P  Engineering  Ltd.,  Furmanite
         Australia Pty. Ltd., and F-New Zealand dated as of June 30, 1997.

                  "1997 Intercompany Notes" - Section 8.3(xxii).

                  "1997 Term Loans" - Section 2.4A.

                  "1997 Term Note" shall mean a promissory  note of the Borrower
         substantially  in the form of Exhibit T-1 to the New Third Amendment as
         such Note may be from time to time amended,  supplemented,  restated or
         otherwise modified.

                  "NOK" shall mean the lawful currency of Norway.


<PAGE>



                  "Norway   Holdings"  shall  mean  Furmanite   Holdings  AS,  a
         corporation organized under the laws of Norway.

                  "Norway   Holdings/KOSI  Note"  -  as  defined  in  "Norwegian
         Transaction".

                  "Norway   Holdings/Norway   Opco  Advance"  -  as  defined  in
         "Norwegian Transaction".

                  "Norway  Opco"  shall  mean  Furmanite  Norse  Services  AS, a
         corporation organized under the laws of Norway.

                  "Norwegian   Closing  Date"  -  the  date  on  which  (i)  all
         conditions  set forth in Section 23 of the NTA are  satisfied  and (ii)
         the Christiania Advance is made.

                  "Norwegian   Acquisition   Agreement"  shall  mean  the  Asset
         Purchase  Agreement  between  Norse  Services AS and Norway Opco in the
         form of the draft therof dated June 18, 1997.

                  "Norwegian  Transaction"  shall mean (i) the  establishment by
         FOSI of Norway Holdings;  (ii) the  establishment by Norway Holdings of
         Norway Opco; (iii) the borrowing by Holding from the Borrower of NOK4.0
         million (the  "Borrower/Holding  (Norway) Advance"),  and on-lending by
         Holding  to  FOSI  of  NOK4.0  million  (the   "Holding/FOSI   (Norway)
         Advance"),  and  the  contribution  by FOSI to the  capital  of  Norway
         Holdings of NOK4.0  million;  (iv) the borrowing by the Borrower  under
         the  Agreement of the Dollar  Equivalent  of NOK4.0  million;  (vi) the
         borrowing by Norway Holdings of NOK17.0 million from Christiania;  (vi)
         the issuance by the Issuer of the Christiania L/C in a Stated Amount of
         NOK17,700,000  million;  (vii) the lending by Norway Holdings of NOK9.0
         million to Norway  Opco (the  "Norway  Holding/Norway  Opco  Advance");
         (viii)  the  purchase  by Norway  Opco of  certain  assets  from  Norse
         Services AS pursuant to the Norwegian  Acquisition Agreement for NOK9.0
         million;  (ix) the purchase by Norway Holdings from KOSI of 100% of the
         stock of Furmanite AS for NOK12.0 million in cash and NOK2.0 million in
         the form of a promissory note (the "Norway Holding/KOSI Note"); and (x)
         the purchase by Norway Opco of all of the  outstanding  shares of Wachs
         Norge AS pursuant to the Norwegian Acquisition Agreement.

                  "NTA" - shall mean the New Third Amendment.

                  "NTAD" shall mean the New Third Amendment Date.

                  "Transactions" shall mean, individually and collectively,  the
         Australian Transaction and the Norwegian Transaction.

         (2) The following  defined terms in Annex I are hereby  amended to read
         in their entirety as follows:

                  "Base Rate (US)  Differential"  shall mean, from and after the
         NTAD,  0.25%;  provided that from and after the date  subsequent to the
         NTAD of  delivery  to the Agent of a  certificate  of  Holding's  chief
         financial officer which states that (and provides  calculations  (using
         the calculation method set forth in Section 8.22, but including 100% of
         Long-Term Debt in such calculations) in form and substance satisfactory
         to the  Agent  evidencing  that)  the  ratio of  Long-Term  Debt of the
         Consolidated  Group  at the end of the  most  recently  completed  four
         fiscal  quarter  period  to  EBITDA  of the  Consolidated  Group (as so
         calculated)  for such four fiscal  quarter  period was less than 2.5 to
         1.0, Base Rate (US)  Differential  shall mean 0%, if and only if on the
         date of delivery of such  certificate  and on the date of the last such
         completed fiscal quarter, no Default or Event of Default exists.

                  "Commitments" shall mean each Term Loan Commitment,  each 1997
         Term Loan Commitment and each Revolving Credit Loan Commitment.

                  "Eurocurrency  Differential"  shall  mean,  from and after the
         NTAD,  1.25%;  provided that from and after the date  subsequent to the
         NTAD of  delivery  to the Agent of a  certificate  of  Holding's  chief
         financial officer which states that (and provides  calculations  (using
         the calculation method set forth in Section 8.22, but including 100% of
         Long-Term Debt in such calculations) in form and substance satisfactory
         to the  Agent  evidencing  that)  the  ratio of  Long-Term  Debt of the
         Consolidated  Group  at the end of the  most  recently  completed  four
         fiscal  quarter  period  to  EBITDA  of the  Consolidated  Group (as so
         calculated)  for such four fiscal  quarter  period was less than 2.5 to
         1.0,  Eurocurrency  Differential shall mean 1.0%, if and only if on the
         date of delivery of such  certificate  and on the date of the last such
         completed fiscal quarter, no Default or Event of Default exits.

                  "Determination  Date" shall mean the last Business Day of each
         calendar  quarter and, for purposes of Section 2.5(a),  each such other
         date or dates on which the Agent shall notify the Borrower  that it has
         calculated the Dollar Equivalent of the LC Obligations.

                  "Note"  shall mean a Term Note,  a Revolving  Credit Note or a
         1997 Term Note, and Notes shall mean Term Notes, Revolving Credit Notes
         and 1997 Term Notes.

                  "Specified  Percentage"  shall  mean (a) with  respect  to the
         Stated  Amount of the  Carlisle  LC, .75% (b) with respect to all other
         Letters of Credit other than the BOS (Australia)  Letter of Credit, the
         Eurocurrency  Differential then applicable with respect to LIBOR Loans,
         and (c) with respect to the BOS (Australia) Letter of Credit, 0%.

                  "Term  Loan"  shall  mean a Term Loan (as  defined  in Section
         2.1(a)) and, for all purposes other than Section 2.1, 2.3 or 2.4(a),  a
         1997 Term Loan.

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

                  "Foreign  Guarantor":  to  insert  Denon Pty  Limited  and V&P
         Engineering  Ltd. and,  after the  occurrence of the Norwegian  Closing
         Date  (unless  excused  pursuant  to Section 23 of the NTA),  Furmanite
         Holdings AS and Furmanite Norse Services AS.

                  "Guarantee  Agreements":  to add  the  following  at  the  end
         thereof:

                  "Guarantee   Agreements"  shall  also  include  each  guaranty
         delivered by any Subsidiary of Holdings or the Borrower pursuant to the
         New Second Amendment or the New Third Amendment.

                  "Loan Party":  to add the words "or FOSI" at the end thereof.

                  "Security Agreement": to add the following at the end thereof:

                  "Security   Agreements"   shall  also  include  each  security
         agreement delivered pursuant to the New Third Amendment.

                  "Significant  Subsidiary":  to add  the  following  at the end
         thereof:

                  Notwithstanding  anything to the  contrary  contained  in this
                  Agreement  or any  other  Loan  Document  (including,  without
                  limitation,  the definition of  "Insignificant  Subsidiary" in
                  this  Annex I),  (i) each of FOSI and  F-Australia  shall be a
                  Significant  Subsidiary  for so long as it is a Subsidiary  of
                  Borrower or Holding;  (ii) each of Norway  Holdings and Norway
                  Opco shall be a Significant  Subsidiary for so long as it is a
                  Subsidiary  of Borrower or Holding,  except that  neither such
                  Subsidiary  shall be a Significant  Subsidiary for purposes of
                  Section  7.20 unless it shall have  executed  and  delivered a
                  Guaranty  Agreement,  Security  Agreement and Pledge Agreement
                  satisfactory to the Agent.

4.  Section 2.3. The first sentence of Section  2.3(b) is hereby amended to read
as follows:

                  "The Term Note of each Bank shall be substantially in the form
         of Exhibit P-1 to the New First Amendment and the Revolving Credit Note
         of each Bank shall be  substantially in the form of Exhibit RC-I to the
         New Third Amendment."

5.  Section 2.4A. A new Section, Section  2.4A, is added to the Loan  Agreement,
immediately after Section 2.4 of the Loan Agreement, as follows:

                  "Section 2.4A.  1997 Term Loans.  (a) Subject to the terms and
         conditions set forth herein,  on the NTAD each Bank severally agrees to
         make a term  loan to the  Borrower  (each a "1997  Term  Loan")  in the
         amount set forth  opposite  its name under on Schedule 2.1 hereto under
         the heading "1997 Term Loan  Commitment" (for each Bank, its "1997 Term
         Loan  Commitment" and  collectively  for all Banks, the "1997 Term Loan
         Commitments").  The borrowing  from the Banks  pursuant to this Section
         2.4A shall be (1) in a single  advance,  (2) in an aggregate  principal
         amount not to exceed $5,475,047.86 and (3) made from each Bank pro rata
         on the basis of the 1997 Term Loan Commitment of each Bank.

                  (b) The  Banks  shall  not be  required  to make the 1997 Term
         Loans unless such Loans are made, in accordance  with the provisions of
         this Agreement, on or prior to June 30, 1997 (or such later date as the
         Agent agrees to in writing).


<PAGE>


                  (c) The Borrower shall give telephonic  (confirmed on the same
         date by  telecopier  or otherwise in writing) or written  notice to the
         Agent of the proposed borrowing of the 1997 Term Loans hereunder, which
         notice  shall  specify the  proposed  Borrowing  Date (which shall be a
         Business Day); the total amount of the proposed borrowing; and shall be
         given no later  than 9:00 a.m.,  Closing  Office  Time on the  proposed
         Borrowing Date.

                  (d) (i) The Borrower's obligation to pay the principal of, and
         interest  on, the 1997 Term Loan of each Bank shall be  evidenced  by a
         1997 Term Note payable to the order of such Bank.

                      (ii)  The  1997  Term  Note  of  each  Bank  shall  be in
                  substantially the form of:

                  Exhibit T-1 to the New Third  Amendment  and be in an original
                  principal   amount   equal  to  such  Bank's  1997  Term  Loan
                  Commitment and shall be secured by the Security Documents.

                  (e) The  Borrower  shall repay the 1997 Term Loans on the last
         Business  Day of each month  indicated  below (each such date,  a "1997
         Term Loan Repayment Date") by the amount indicated along side each such
         Repayment Date:

   
         Last Business Day of                                Amount
             December 1997                                  $300,000

               June 1998                                    $300,000
             December 1998                                  $300,000

               June 1999                                    $300,000
             December 1999                                  $300,000

               June 2000                                    $300,000
                December 2000                               $675,047.86

               June 2001                                  $1,500,000
             December 2001                                $1,500,000

                  On each 1997 Term Loan Repayment Date, an aggregate  principal
         amount of the 1997 Term Loans  equal to the amount  required to be paid
         on such date shall mature and become due and payable. If for any reason
         the  Borrower  borrows  less than the full amount to the 1997 Term Loan
         Commitment,  amounts not borrowed  will be deducted  from the amount of
         the 1997  Term  Loan  due at final  maturity  and  thereafter  from the
         installments due on the 1997 Term Loans pursuant to this Section 2.4(e)
         in inverse order of maturity.

                  (f) All  amounts  applied  to the 1997 Term  Loans  under this
         Section  2.4A  and the  other  provisions  of this  Agreement  shall be
         applied  ratably to the 1997 Term Loans then  outstanding  and shall be
         applied  first to the  portion of  principal  thereof  payable at final
         maturity and thereafter to the  installments due on the 1997 Term Loans
         pursuant to Section 2.4A(e) in inverse order of maturity.


<PAGE>


                  (g) Amounts prepaid pursuant to this Section 2.4(A) may not be
         reborrowed.  All  prepayments  received  by the Agent  pursuant to this
         Section 2.4A or pursuant to the other provisions  Sections 2.5, 2.6 and
         2.7 shall be distributed by the Agent in accordance with the provisions
         of Section 5.3."

                  (h) The  proceeds  of the 1997 Term  Loans will be used by the
         Borrower solely to make the  Borrower/Holding  Australia  Advance,  and
         used by Holding solely to consummate the Australian Transaction.

6. Section 2A. Section 2A of the Loan Agreement is amended by inserting  therein
a new Section 2A.1(f) as follows:

                  "(f) (i) Notwithstanding any provision of this Section 2A.1 to
         the contrary,  the Borrower shall be permitted to request (by way of an
         Issuance  Request)  that the Issuer issue the BOS  Australia  L/C, and,
         subject  to the  terms and  conditions  of this  Agreement  (including,
         without  limitation,  Section 6A and Section 2A but  excluding  Section
         2A.1(b)(iv)), on the NTAD the Issuer shall issue the BOS Australia L/C,
         and such letter of credit  shall  constitute a Letter of Credit for all
         purposes  of  this   Agreement;   provided,   however,   that  (i)  all
         reimbursements  under Section 2A.4 for amounts  disbursed under the BOS
         Australia  L/C shall be made in Dollars,  in the Dollar  Equivalent  of
         each disbursement  thereunder,  (ii) unpaid  Reimbursement  Obligations
         thereunder  pursuant to the fourth  sentence  of Section  2A.4 shall be
         converted  into  Dollars  and (iii) all Deemed  Disbursements  shall be
         deemed to have been made in A$ and  reimbursements  in respect  thereof
         under Section 2A.6 shall be made in A$.

                       (ii)  Notwithstanding any provision of this  Section 2A.1
         to the contrary,  the Borrower shall be permitted to request (by way of
         an Issuance  Request)  that the Issuer issue the  Christiania  L/C and,
         subject  to the  terms and  conditions  of this  Agreement  (including,
         without  limitation,  Section 6A and Section 2A but  excluding  Section
         2A.1(b)(iv)),  on the Norwegian  Closing Date,  provided that such date
         occurs  on or  prior to July 31,  1997,  the  Issuer  shall  issue  the
         Christiania L/C, and such letter of credit shall constitute a Letter of
         Credit for all purposes of this Agreement;  provided, however, that (i)
         all  reimbursements  under Section 2A.4 for amounts disbursed under the
         Christiania L/C shall be made in Dollars,  in the Dollar  Equivalent of
         each disbursement  thereunder,  (ii) unpaid  Reimbursement  Obligations
         thereunder  pursuant to the fourth  sentence  of Section  2A.4 shall be
         converted  into  Dollars  and (iii) all Deemed  Disbursements  shall be
         deemed to have been made in NOK and  reimbursements  in respect thereof
         under Section 2A.6 shall be made in NOK."

7.  Section 4.1.  Section 4.1 is amended by deleting the percentage A2 of 1% and
replacing such percentage with A0.35%".

8.  Sections  4.7 and 4.8.  Section 4 is amended by adding the  following  after
Section 4.6 therein:



<PAGE>


                  "4.7 Continuation Fee. The Borrower agrees to pay to the Agent
         on the NTAD (for the  account of the Banks party to this  Agreement  on
         NTAD) a  non-refundable  continuation  fee of $100,000.  The Borrower's
         obligation to pay this fee is an  obligation of the Borrower  under the
         Agreement and is secured by the Security  Documents and entitled to the
         benefits of the Guarantee Agreements.

                  "4.8 Amendment Fee. The Borrower agrees to pay to the Agent on
         the NTAD (for the account of the Banks party to this  Agreement  on the
         NTAD),  a  non-refundable   facility  amendment  fee  of  $35,000.  The
         Borrower's  obligation to pay this fee is an obligation of the Borrower
         under  this  Agreement  and is secured by the  Security  Documents  and
         entitled to the benefits of the Guarantee Agreement."

9.  Section 8.1. Section 8.1(b) is amended and restated in full as follows:

                  "(b)  Holding  will not enter into any  business  or  activity
         other than its  ownership of the capital  stock of the  Borrower,  FAI,
         FOSI,  KOSI and its  ownership  and  licensing to its  Subsidiaries  of
         intellectual  property  rights  and, to the extent  Holding's  board of
         directors directs,  its participation in the management and business of
         the Borrower, FAI, FOSI and KOSI."

10. Section 8.2. Section 8.2 is amended by adding a new subclause (j) at the end
thereof, as follows:

                  "(j)  and  Liens  by  Furmanite  Australia  in  favor  of  BOS
         Australia  pursuant to the BOS Australia Loan  Documents  until all BOS
         Australia Advances are paid in full;"

11. Section 8.3.  Section 8.3 is amended by adding new clauses (xx),  (xxi) and
(xxii) to the end thereof as follows:
         
          "and
                  (xx)     indebtedness of Furmanite  Australia to BOS Australia
                           consisting of the BOS Australia Advances;
                   (xxi)   provided that the Norwegian Closing Date occurs on or
                           prior  to July 31,  1997  unsecured  indebtedness  of
                           Norway  Holdings  to  Christiania  consisting  of the
                           Christiania Advance; and
                  (xxii)   the following intercompany  indebtedness:  (A)(i) the
                           Holding/FOSI   (Australia)   Advance,  and  (ii)  the
                           Borrower/Holding   (Australia)   Advance;   and   (B)
                           provided that the Norwegian Closing Date occurs on or
                           prior  to July  31,  1997,  (i) the  Borrower/Holding
                           (Norway)  Advance;  (ii)  the  Holding/FOSI  (Norway)
                           Advance,   (iii)  the  Norway   Holdings/Norway  Opco
                           Advance,  and (iv)  the  Norway  Holdings/FOSI  Note;
                           provided,  that each such indebtedness referred to in
                           clause  (A)  and  (B)  above  is   evidenced   by  an
                           intercompany  note in the form of Exhibit IC-I to the
                           New  Third  Amendment  (all  such  notes,  the  "1997
                           Intercompany  Notes")  which is  pledged to the Agent
                           pursuant to the Security Documents."


<PAGE>


12.  Section  8.5.  Section 8.5 of the Loan  Agreement  is amended by adding the
following at the end of the first  proviso to such Section  (after clause (f) of
such proviso):

                  "and, provided,  further, that the Borrower, Holding and their
         respective  subsidiaries  may make the  advances  referred to in clause
         (xxii) of Section 8.3 to the extent permitted by said clause (xxii)."

13.  Section 8.12.  Section  8.12(a) of the Loan Agreement is amended by adding,
following clause (iv) thereof, the following clause:

                  "or (v) provided that the Norwegian  Closing Date occurs on or
         prior to July 31,  1997 the sale by KOSI to Norway  Holdings of 100% of
         the capital stock of Furmanite AS in connection  with the  consummation
         of the Norwegian  Transaction,  on the terms provided in the definition
         thereof;"

14.  Section 8.13.  The chart in Section 8.13 is amended to read in its entirety
as follows:

                       Calendar Year             Amount
                       -------------             ------
                             1993             $3,000,000
                             1994              3,560,000
                             1995              5,000,000
                             1996              5,000,000
                             1997              6,000,000
                             1998              6,000,000
                             1999              6,000,000
                             2000              6,000,000
                             2001              6,000,000
                             

15.  Section 8.10.  Section 8.10 of the Loan  Agreement is amended by adding the
following clause at the end thereof:

                  "provided  that,  (i) Holding,  F-Australia  and F-New Zealand
         shall be  permitted  to  purchase  assets  pursuant  to the  Australian
         Acquisition   Agreement   provided   that  such   purchases   are  made
         substantially   in  accordance   with  the  terms  of  the   Australian
         Acquisition  Agreement and for  consideration not in excess of that set
         forth in the  definition of "Australian  Transaction",  and (ii) Norway
         Holdings and Norway Opco shall be permitted to purchase assets pursuant
         to the Norwegian Acquisition Agreement, provided that (A) the Norwegian
         Closing  Date  occurs  on or  prior  to July  31,  1997,  and (B)  such
         purchases are made  substantially  in accordance  with the terms of the
         Norwegian  Acquisition Agreement and for consideration not in excess of
         that set forth in the definition of "Norwegian Transaction"."

16.  Section 8.27. Section 8.27 is amended by inserting after the words "the Tax
Allocation  Agreement,"  in the third line thereof,  the following  words:  "the
Christiania Loan Documents,  the BOS (Australia) Loan Documents,  the Australian
Acquisition  Agreement,  the New Zealand  Acquisition  Agreement  the  Norwegian
Acquisition Agreement".


<PAGE>



17.  Consents.   In   reliance  on  the  agreements  and  the  accuracy  of  the
representations  and warranties of Borrower and Holding  contained  elsewhere in
this  Amendment,  (i) the Agent and the Banks  hereby  consent,  for purposes of
Section 8.12(b) and Section 8.14 of the Loan Agreement,  to (A) the organization
by Holding of FOSI and (B) the  organization  by FOSI of  F-Australia  and F-New
Zealand;  (ii) provided  that the  Norwegian  Closing Date occurs on or prior to
July 31, 1997,  the Agent and the Banks hereby  consent to the  organization  by
FOSI of Norway  Holdings,  to the organization by Norway Holdings of Norway Opco
and to the  acquisition  by  Norway  Opco of  Wachs  Norge  AS  pursuant  to the
Norwegian Acquisition  Agreement;  and (iii) the Agent and Required Banks hereby
consent to the change of Holding's  name to Furmanite  Worldwide  Inc. (it being
agreed by the  Borrower  and  Holding  that from and after the date of such name
change,  each reference to Holding in the Agreement and each other Loan Document
shall (unless the context  otherwise  requires in order to provide the Agent and
Banks with the intended benefits thereof) be deemed to refer to Holding with its
name so changed).

18.  Section 10.5.Section 10.5 of the Loan Agreement is hereby amended by adding
the following as clause (h) at the end thereof:

                  "(h) On and after the Amendment Closing Date, Holding will own
         100% of the issued and outstanding  shares of capital stock of FOSI and
         FOSI will own 100% of the  issued  and  outstanding  shares of  capital
         stock of F-Australia  and of F-New Zealand.  On and after the Norwegian
         Closing Date, FOSI will own 100% of the issued and  outstanding  shares
         of capital stock of Norway  Holdings,  Norway Holdings will own 100% of
         the issued and  outstanding  shares of capital stock of Norway Opco and
         Furmanite  AS,  and  Norway  Opco  will  own  100%  of the  issued  and
         outstanding shares of capital stock of Wachs Norge AS."

19.  Schedules.  Schedule 2.1 to this  Amendment is hereby deemed to be Schedule
2.1 to the Agreement.

20.  Representations.  To induce  the  Agent  and the  Banks to enter  into this
Amendment and to grant the consent  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  shall survive the  execution,
delivery and effectiveness of this Amendment):

                  (1) The  execution  and  delivery by each Credit Party (to the
         extent it is party thereto) of this Amendment,  the Confirming Consent,
         the Notes being  delivered on the NTAD,  and all other  amendments  and
         agreements  being  delivered  on the NTAD 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 and the
         use of the  proceeds  of the Loans  have been  duly  authorized  by all
         necessary corporate and stockholder action.


<PAGE>


                  (2)  This   Amendment,   the  Agreement  as  amended  by  this
         Amendment,  the Confirming Consent,  the US Pledge Agreement as amended
         by  Amendment  No. 3 thereof and the Notes being  delivered on the NTAD
         and all  other  amendments  and  agreements  delivered  on the  NTAD 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).

                  (3) The Security  Documents  secure or guarantee,  as the case
         may be,  all Loans  whether  made  before,  on or after  the  NTAD.  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.

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

                  (5) No Default or Event of Default exists.

                  (6)  All  representations  and  warranties  contained  in  the
         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.

21. Effectiveness. This Amendment shall become effective when and as of the date
(the "Amendment  Closing Date") that 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
July 1,  1997  (or  such  later  date as may be  specified  to by the  Agent  in
writing), this Amendment shall be deemed rescinded, null and void:

                  (1) 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: John Kelly) or, in the case of the
         Banks, shall have given to the Agent written notice (actually received)
         that the same has been signed and is being sent to the Agent.

                  (2) The Borrower,  KSI, FAI, FOSI,  each UK Guarantor and each
         Foreign  Guarantor  shall  have each  executed  a  confirming  consent,
         substantially  in the form of Annex A hereto or otherwise  satisfactory
         to the Agent (each, a "Confirming Consent"),  and delivered the same to
         the Agent.

                  (3) There shall have been delivered to the Agent a certificate
         of an authorized  officer and of the secretary of each of the Borrower,
         Holding,  F-Australia,  F-New  Zealand  and FOSI,  with  respect to the
         various  transactions   referred  to  herein,  along  with  resolutions
         authorizing the same, specimen signatures and incumbency  certificates,
         in form and substance  satisfactory to the Agent,  certified  copies of
         the Charter Documents of each such Person (other than the Borrower) and
         a short form and long-form good-standing  certificate of FOSI, which in
         each case, shall be satisfactory to the Agent in all respects.

                  (4) The Borrower  shall have  delivered the 1997 Term Note and
         the  Revolving  Credit  Note in the form of Exhibit  RC-1 hereto to the
         Agent.


<PAGE>



                  (5) Amendment  No. 3 to the Pledge  Agreement  (adding,  inter
         alia  FOSI as a  Pledgor  and  referring  to the  pledge  of  stock  of
         F-Australia, F-New Zealand and FOSI and to the 1997 Intercompany Notes)
         along with such shares of stock with accompanying stock powers endorsed
         in blank and such 1997  Intercompany  Notes,  endorsed in blank,  shall
         have been delivered to the Agent.

                  (6) FOSI shall have  executed  and  delivered to the Agent the
         Security Agreement in the form of Exhibit S-1 hereto.

                  (7)  Guaranty  Agreements  in the form of Exhibit  G-1 hereto,
         shall have been  executed  and  delivered to the Agent by each of FOSI,
         F-Australia and F-New Zealand.

                  (8) Each of  F-Australia,  F-New  Zealand  and FOSI shall have
         appointed CT Corporation Systems, 1633 Broadway,  New York, New York as
         their agent for service of process.

                  (9)  Borrower  and Holding  shall have  delivered to the Agent
         copies,   certified  by  an  officer  of  Holding,  of  the  Australian
         Acquisition  Agreement,  the New Zealand Acquisition  Agreement and the
         BOS Australia Loan  Documents,  and evidence  satisfactory to the Agent
         that  the   Australian   Transaction   shall   have  been   consummated
         substantially in accordance with the definition thereof, the Australian
         Acquisition  Agreement  and the New Zealand  Acquisition  Agreement and
         that no material  provision of either such Acquisition  Agreement shall
         have  been  amended  or waived by any  party  thereto  (other  than the
         sellers, in the case of a waiver).

                  (10) The Borrower  shall have requested the making of the 1997
         Term Loans and the conditions of Section 6A of the Agreement shall have
         been satisfied  with respect  thereto on such date (after giving effect
         to the amendments and consent contained herein).

                  (11)  Holding and the  Borrower  shall have  delivered  to the
         Agent:

         (a)      a legal  opinion from Michael  Glazer,  Esq.,  counsel for the
                  Credit Parties (or other counsel  satisfactory  to the Agent),
                  covering (x) the matters set forth in Annex B hereto,  and (y)
                  such other  matters as the Agent or any Bank shall  reasonably
                  request;

         (b)      a legal opinion of Messrs.  Herbert Smith,  UK Counsel for the
                  Credit Parties,  covering (x) the matters set forth in Annex C
                  hereto  and (y) such  other  matters  as the Agent or any Bank
                  shall reasonably request; and

         (c)      a  legal  opinion  of  Messrs.  Coors,  Chambers,   Westgarth,
                  Australian  counsel for the Credit  Parties,  covering (x) the
                  matters set forth on Annex D hereto and (y) such other matters
                  as the Agent or any Bank shall reasonably request.

                  (12) The  continuation  fee  referred to in Section 4.7 of the
         Agreement  and the  Amendment  fee  referred  to in Section  4.8 of the
         Agreement shall have been paid to the Agent.

                  (13)  The   Borrower's   shall  have   delivered   a  solvency
         certificate in the form of Exhibit SC-1 hereto to the Agent.

         All  agreements,  documents,  and  other  instruments  required  to  be
delivered  to the  Agent  pursuant  to this  Section  21  shall  be in form  and
substance satisfactory to the Agent.

22.  Post-Closing  Obligations.  To induce the Agent and the Banks to enter into
this  Amendment  and to grant the  consent  contained  herein,  Holding  and the
Borrower  hereby  jointly  and  severally  agree  to  deliver  (or  cause  to be
delivered)  to the Agent  (unless  the Agent  shall  have  agreed  otherwise  in
writing):

                  (1) on or  before  July 10,  1997 (or such  later  date as the
         Agent shall have consented to in writing), the items listed below:

         (a)      Such Form  UCC-1  financing  statements  executed  by FOSI and
                  Holding as Agent shall request;

         (b)      Evidence of all  recordations  necessary or requested by Agent
                  to perfect security interests granted by F-Australia and F-New
                  Zealand to BOS Australia;

         (c)      Such  agreements,  instruments,  documents  and  papers as the
                  Agent may reasonably request to evidence the security interest
                  in all intellectual  property  acquired by Holding pursuant to
                  the Australian Transaction in form appropriate for recordation
                  in the U.S.  Patent and Trademark  Office (if  applicable) and
                  such other offices as the Agent shall  designate,  executed by
                  Holding; and

         (d)      A  confirming  consent  (in  form  acceptable  to  the  Agent)
                  executed by Furmanite East Asia Limited and Furmanite SA.

         (e)      An acceptance by CT Corporations Systems,  satisfactory to the
                  Agent, of its  appointments as agent for service of process of
                  FOSI, F-Australia and F-New Zealand.

         (f)      100% of the issued and outstanding  shares of capital stock of
                  Norway  Holdings  along with stock  powers  duly  executed  in
                  blank,  unless the  Borrower  delivers an opinion of Norwegian
                  counsel to the  Borrower to the effect that the pledge by FOSI
                  of such shares of capital stock would violate Norwegian law;

         (g)      To the extent any filings or actions not referred to in clause
                  (A) above are required or, in the reasonable opinion of Agent,
                  desirable,  as a result of this  Amendment  or with respect to
                  the transactions  contemplated hereby,  evidence that all such
                  filings  and all other  actions  with  respect to the Liens or
                  maintenance of the priority or perfection  thereof  created by
                  the Security Documents  (including,  without  limitation,  any
                  notations  on the books and records of any Credit Party or any
                  public  register  and  whether  in  respect  of Loans or other
                  extensions of credit made before,  on or after the NTAD), have
                  been taken or made;

         (h)      Charter Documents of F-Australia and F-New Zealand and officer
                  and secretary certificates thereof (to the extent not provided
                  pursuant to Section 21), satisfactory to the Agent;

         (i)      Originals of the 1997 Intercompany  Notes in form satisfactory
                  to the Agent and share  certificates  of F-Australia and F-New
                  Zealand (to the extent not provided pursuant to Section 21;

         (j)      An opinion of UK counsel to Holding  satisfactory to the Agent
                  supplementing   the   opinion  by  such   counsel   previously
                  delivered;

                  (2) On or before July 3, 1997,  (A) copies of all filings made
         by Holding with the  Secretary of State of Delaware with respect to the
         change  of name of  Holding  to  Furmanite  Worldwide,  Inc.  and (B) a
         certificate,  reasonably satisfactory to the Agent, of a senior officer
         of the  Borrower  and  Holding  to the  effect  set forth in Section 21
         (i)[and (c) to the extent not delivered  pursuant to Section 21(m), the
         solvency certificate referred to therein].

                  (3) On or before  August  15,  1997 (or such later date as the
         Agent may in writing specify), an amendment and restatement of the Loan
         Agreement  as  prepared by the Agent,  which takes  account of this and
         prior  amendments and includes such conforming  changes as are required
         by the Agent and  other  changes  as may be  agreed  upon  between  the
         parties.

                  The  failure by the  Borrower or Holding to comply with any of
         the  provisions  of this  Section on or before such date (or such later
         date as the Agent shall have consented to in writing) shall be an Event
         of Default  (without  any "grace  period") as fully as if same were set
         forth in full in Section 9 of the Loan Agreement.

                  (4)  Conditions  to  Extensions  of Credit  for the  Norwegian
         Transaction.  The  Banks  shall  not be  required  to make any Loans in
         connection  with the Norwegian  Transaction and the Issuer shall not be
         required to issue the Christiania LC unless,  at the time of the making
         of such Loan or the  issuing of such  letter of credit,  the  following
         conditions shall have been satisfied (waived in writing by the Required
         Banks):

                  (a)      All  conditions  set forth in  Section 6A of the Loan
                           Agreement shall be satisfied;

                  (b)      There  shall  have  been  delivered  to the  Agent  a
                           certificate  of an  authorized  officer  and  of  the
                           secretary of each of the Borrower,  Norway  Holdings,
                           Norway  Opco and FOSI  with  respect  to the  various
                           credit events  relating to the Norwegian  Transaction
                           and the other aspects of the  Norwegian  Transaction,
                           along with resolutions authorizing the same, specimen
                           signatures and incumbency  certificates,  in form and
                           substance  satisfactory  to the Agent,  and certified
                           copies of the Charter  Documents  of Norway  Holdings
                           and Norway Opco;

                  (c)      Norway  Holdings and Norway Opco shall have  executed
                           and  delivered  to the Agent a Security  Agreement in
                           form of Exhibit S-1 hereto  (with such  modifications
                           as are required by Norwegian law) unless the Borrower
                           shall have delivered an opinion of Norwegian  counsel
                           that  no  such  agreement  may be  delivered  by such
                           Person   under    Norwegian   law,    notwithstanding
                           modification of the form of such agreement and Norway
                           Holdings,  the  Borrower  and Holding (and such other
                           Persons  as  the  Agent  shall  require)  shall  have
                           executed  an  amendment   to  the  Pledge   Agreement
                           pursuant  to which  Norway  Holding  becomes  a party
                           thereto and pledges and delivers to the Agent 100% of
                           the outstanding shares of stock of Norway Opco (along
                           with  stock  powers  endorsed  in blank)  unless  the
                           Borrower shall have delivered an opinion of Norwegian
                           counsel  that no such  agreement  may be delivered by
                           such  Person  under  Norwegian  law,  notwithstanding
                           modification of the form of such agreement ;

                  (d)      Norway  Holdings and Norway Opco shall have  executed
                           and delivered to the Agent Guaranty Agreements in the
                           form of Exhibit __ hereto (with such modifications as
                           are  required by  Norwegian  law) unless the Borrower
                           shall have delivered an opinion of Norwegian  counsel
                           that  no  such  agreement  may be  delivered  by such
                           Person   under    Norwegian   law,    notwithstanding
                           modification  of the  form  of  such  agreement,  and
                           appointed CT Corporation Systems,  1633 Broadway,  as
                           their  agent for  service of  process  and shall have
                           delivered  to  the  Agent  CT  Corporation   Systems'
                           acceptance of such appointment;

                  (e)      Borrower  and  Holding  shall have  delivered  to the
                           Agent copies,  certified by an officer of Holding, of
                           the   Norwegian   Acquisition   Agreement   and   the
                           Christiania Loan Documents and evidence  satisfactory
                           to the Agent  that the  Norwegian  Transaction  shall
                           have been  consummated  substantially  in  accordance
                           with  the   definition   thereof  and  the  Norwegian
                           Acquisition  Agreement  and that no provision of such
                           Acquisition  Agreement  shall have been  amended,  or
                           waived by any Loan Party or Subsidiary thereof, along
                           with  a  certificate  of  a  senior  officer  of  the
                           Borrower and Holding to such effect;

                  (f)      Holding  and  Borrower  shall have  delivered  to the
                           Agent a legal  opinion  of  Norwegian  counsel to the
                           Borrower,  covering  such matters as the Agent or any
                           Bank shall reasonably request;

                  (g)      Holding  and  Borrower  shall have  delivered  to the
                           Agent  evidence  of  all  recordations  necessary  or
                           requested by the Agent to perfect security  interests
                           granted by Norway  Holding  and Norway  Opco (if such
                           interests are granted); and

                  (h)      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 23 shall be in form and
         substance satisfactory to the Agent.

                  (5) Limited Nature of Amendments. The amendments,  waivers (if
         any) 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.

                  (6)  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.

                  (7)  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.

                  (8) 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.

                  (9)  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,
  individually and as Agent

By:        //s//

FURMANITE PLC
  (formerly KANEB UK plc)

By:      //s//

KANEB INTERNATIONAL INC.

By:     //s//


                               AMENDMENT NO. 4 TO
                       AMENDED AND RESTATED LOAN AGREEMENT

         AMENDMENT  dated as of December 15, 1997 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,  and June 27,  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 and Holding have advised the Agent and the Banks
that they desire that KOSI, or after the KOSI/FOSI Merger, FOSI, sell the shares
of  stock  of  Furmanite  AS  owned  by it to  Furmanite  Holding  A/S  ("Norway
Holdings");

         WHEREAS,  in connection with such sale, the Borrower and Holding desire
that Norway Holdings borrow NOK 10,000,000 from  Christiania Bank og Kreditkasse
ASA  ("Christiania")  and that  Bank of  Scotland  issue a Letter of Credit in a
stated amount of NOK10,225,000 in favor of Christiana;

         WHEREAS,  the Norwegian  Transaction  (as defined in Amendment No. 3 to
Amended and Restated Loan Agreement  dated as of June 27, 1997  ("Amendment  No.
3")) did not occur;

         WHEREAS,  the Borrower and Holding  desire to amend certain  references
and provisions that were added to the Loan Agreement by Amendment No. 3;

         WHEREAS,  the Borrower and Holding have advised the Agent and the Banks
that KOSI and FOSI desire to enter into a merger transaction  whereby KOSI would
be merged into FOSI;

         WHEREAS,  certain of the foregoing  transactions  and parts thereof are
prohibited by the Loan Agreement unless permitted by this Amendment;

         WHEREAS, Holding and the Borrower have asked the Agent and the Banks to
execute  this  Amendment  and,  subject  to the terms and  conditions  contained
herein, the Agent and the Banks are amenable to doing so;

         NOW, THEREFORE, it is agreed:

23.  Definitions.

                  (1) 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) As used in this  Amendment,  the term "NOK" shall mean the
         lawful currency of Norway.

24.  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.

25.  Defined Terms.

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

         (a)      "FOSI" shall mean Furmanite Offshore Services,  Inc., a wholly
                  owned  subsidiary  of Holding  incorporated  under the laws of
                  Delaware.

         (b)      "Furmanite  AS Closing Date" shall mean the date on which each
                  of the  following  has  been  satisfied  (i)  all  aspects  of
                  Furmanite AS  Transaction  shall have  occurred;  and (ii) all
                  conditions set forth in Section 21 of the NFTA shall have been
                  satisfied or waived by the Agent.

         (c)      "Furmanite AS Transaction" shall mean (i) the establishment by
                  FOSI of Norway Holdings;  (ii)the  contribution by FOSI to the
                  capital of Norway Holdings of NOK4.0 million from the proceeds
                  of the Holding/FOSI  (Australia) Advance;  (iii) the borrowing
                  by  Norway  Holdings  of the  Christiania  Advance;  (iv)  the
                  issuance  by the  Issuer  of the  Christiania  L/C in a Stated
                  Amount  of  NOK10,225,000  million;  and (v) the  purchase  by
                  Norway  Holdings from KOSI, or if after the KOSI/FOSI  merger,
                  FOSI, of 100% of the stock of Furmanite AS for NOK14.0 million
                  in cash.

         (d)      "KOSI/FOSI  Merger"  shall have the  meaning  assigned to such
                  term in Section 18(b) of the NFTA. 

         (e)      "New  Fourth  Amendment"  shall  mean  the  amendment  to  the
                  Agreement (as then in effect) designated as Amendment No. 4 to
                  Amended and Restated  Loan  Agreement and dated as of December
                  15, 1997.

         (f)      "New Fourth Amendment Date" shall have the same meaning as the
                  term  AAmendment   Final  Closing  Date"  in  the  New  Fourth
                  Amendment.

         (g)      "NFTA" - shall mean the New Fourth Amendment. 

         (h)      "NFTAD" shall mean the New Fourth Amendment Date.

                  (2) The following  defined terms in Annex I are hereby amended
         to read in their entirety as follows:

         (a)      "Australian  Transaction"  shall mean (i) the establishment by
                  FOSI of  F-Australia;  (ii) the  borrowing by  F-Australia  of
                  A$5.0 million from BOS Australia; (iii) the lending by Holding
                  to  FOSI  of   $1,380,068   (the   AHolding/FOSI   (Australia)
                  Advance"); (iv) the contribution of A$1,000,000 by FOSI to the
                  capital of  F-Australia;  (v) the  lending by the  Borrower of
                  ,1,961,257  to  Holding  (the  ABorrower/Holding   (Australia)
                  Advance");  (vi) the  acquisition  by  F-Australia  of certain
                  assets from Furmanite  Australia Pty Limited (ACN 004 792 312)
                  (the  "Australian  Seller") for A$6.1 million  pursuant to the
                  Australian  Acquisition  Agreement;  (vii) the  acquisition by
                  Holding  of  certain  intangible  assets  from the  Australian
                  Seller  for  A$2.5   million   pursuant   to  the   Australian
                  Acquisition Agreement;  (viii) the issuance by the Issuer of a
                  Letter of Credit for the  account of the  Borrower in favor of
                  BOS  Australia in a Stated Amount of A$5.0  million;  (ix) the
                  establishment  by FOSI of F-New Zealand;  (x) the contribution
                  of A$100,000 by FOSI to the capital of F-New  Zealand and (xi)
                  the acquisition by Holding and F-New Zealand of certain assets
                  for  A$300,000   pursuant  to  the  New  Zealand   Acquisition
                  Agreement;

         (b)      "Christiania  Advance"  shall mean an unsecured loan to Norway
                  Holdings in a  principal  amount not  exceeding  NOK10,000,000
                  which may made by Christiania pursuant to the Christiania Loan
                  Documents.

         (c)      "Christiania  L/C" shall mean the letter of credit that may be
                  issued by the Issuer  pursuant to Section  2A.1(f) in favor of
                  Christiania in the Stated Amount of  NOK10,225,000  million in
                  connection with the Furmanite AS Transaction.

         (d)      "Christiania  Loan Documents"  shall mean the letter agreement
                  between  Christiania  and Norway  Holdings  dated November 17,
                  1997  relating to the  borrowing  by Norway  Holdings of up to
                  NOK10,000,000 and all agreements,  documents,  notes and other
                  instruments  entered into  pursuant  thereto or in  connection
                  therewith  which  were  delivered  to the  Agent  pursuant  to
                  Section 21(d)(i)(B) of the New Fourth Amendment.

         (e)      "Combined Group" shall mean, collectively, the Borrower, KOSI,
                  FOSI and  their  respective  Subsidiaries,  on a  consolidated
                  basis.

         (f)      "Loan Parties":  shall mean,  individually  and  collectively,
                  Holding,   the  Borrower,   Furmanite,   each   Subsidiary  of
                  Furmanite,  KOSI,  each  Subsidiary  of  KOSI,  FOSI  and each
                  Subsidiary of FOSI.

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

         (a)      "Consolidated  Group":  to add the word "FOSI," after the word
                  "Furmanite" therein.

         (b)      "Significant Subsidiary":  (x) to add the word "or FOSI" after
                  the word "KOSI" in the clause (b) thereof;  and (y) to restate
                  the final sentence thereof in its entirety as follows:

                  Notwithstanding  anything to the  contrary  contained  in this
                  Agreement  or any  other  Loan  Document  (including,  without
                  limitation,  the definition of  "Insignificant  Subsidiary" in
                  this Annex I) each of F-Australia and Norway Holdings shall be
                  a Significant  Subsidiary for so long as it is a Subsidiary of
                  Borrower or Holding,  except that no such  company  shall be a
                  Significant  Subsidiary for purposes of Section 7.20 unless it
                  shall have  executed  and  delivered  a  Guarantee  Agreement,
                  Security   Agreement,   Pledge  Agreement  (or  supplement  or
                  amendment  thereto)  satisfactory  to the Agent and such other
                  agreements and  instruments as are required in accordance with
                  such Section.

                  (4) The defined  terms  "Borrower/Holding  (Norway)  Advance",
         "Norway   Holdings/Norway  Opco  Advance"  and  "Holding/FOSI  (Norway)
         Advance" are deleted from Annex I.

                  (5) Section 2.4A. Section 2.4A is amended by restating Section
         2.4A(h) as follows:

                  "(h) The  proceeds  of the 1997 Term Loans will be used by the
                  Borrower to make the Borrower/Holding  (Australia) Advance and
                  for  general  corporate  purposes,  and  the  proceeds  of the
                  Borrower/Holding  (Australia)  Advance will be used by Holding
                  solely to consummate  the Australian  Transaction  and to make
                  the Holding/FOSI (Australia) Advance."

                  (6) Section 2A.

                  (1)      Section  2A of  the  Loan  Agreement  is  amended  by
                           restating Section 2A.1(f)(ii) as follows:

                           "(ii)  Notwithstanding  any provision of this Section
                           2A.1 to the contrary, the Borrower shall be permitted
                           to request (by way of an Issuance  Request)  that the
                           Issuer  issue  the  Christiania  L/C in the  form  of
                           Exhibit A to the New Fourth Amendment and, subject to
                           the   terms   and   conditions   of  this   Agreement
                           (including,   without  limitation,   Section  6A  and
                           Section 2A but excluding Section 2A.1(b)(iv)),  on or
                           promptly  after  all   conditions   (other  than  the
                           issuance of such  Letter of Credit) to the  Furmanite
                           AS  Closing  Date  shall  have  been   satisfied  (or
                           waived),  provided  that such date occurs on or prior
                           to  December  31,  1997,  the Issuer  shall issue the
                           Christiania  L/C,  and such  letter of  credit  shall
                           constitute  a Letter of Credit  for all  purposes  of
                           this  Agreement;  provided,  however,  that  (i)  all
                           reimbursements   under   Section   2A.4  for  amounts
                           disbursed  under the Christiania L/C shall be made in
                           Dollars,   in   the   Dollar   Equivalent   of   each
                           disbursement  thereunder,  (ii) unpaid  Reimbursement
                           Obligations   thereunder   pursuant   to  the  fourth
                           sentence  of  Section  2A.4 shall be  converted  into
                           Dollars,  (iii)  all  Deemed  Disbursements  shall be
                           deemed to have been made in NOK and reimbursements in
                           respect  thereof  under Section 2A.6 shall be made in
                           NOK, and (iv) in the event that the  Christiania  L/C
                           is  issued  without  Borrower  having  submitted  any
                           Issuance Request therefor, Borrower shall nonetheless
                           be deemed to have  submitted an Issuance  Request for
                           the issuance thereof."

                  (2)      Section 2A to the Loan  Agreement is further  amended
                           by  inserting  the  following  subsection  as  a  new
                           subsection 2A.1(g):

                           "(g)  Notwithstanding  any  other  provision  of this
                           Section 2A.1 to the  contrary,  (i) the BOS Australia
                           L/C may be issued in  support of the  obligations  of
                           BOS Australia under the BOS Australia Loan Documents;
                           and (ii) the Christiania L/C may be issued in support
                           of the  obligations  of  Norway  Holdings  under  the
                           Christiania Loan Documents."

                  (3)      Section 2A of the Loan  Agreement  further is amended
                           by  inserting   the  number  "(i)"  after  the  words
                           "Notwithstanding the foregoing" in the final sentence
                           of Section 2A.3(a)  thereof,  and deleting the period
                           at  the  end  of  such  sentence  and  inserting  the
                           following at the end of such sentence:

                           "and (ii) the  Letter of Credit  fee with  respect to
                           the  Christiania  L/C (other than the aforesaid  $500
                           fee)  may  be  paid  by  the  Borrower  quarterly  in
                           advance,   on  the  NFTAD  and  every  three   months
                           thereafter,  and,  if so paid,  shall be based on the
                           Stated Amount of the Christiania L/C on the NFTAD and
                           on the quarterly date that such fee is required to be
                           paid."

                  (7)  Section  7.11.  Section  7.11 of the  Loan  Agreement  is
         amended by inserting the words "or FOSI" after the word "KSI" therein.

                  (8) Section 7.19. Section 7.19 is amended by

         (a)      replacing  the Dollar  amount  "$500,000"  in  Subsection  (a)
                  thereof with the Dollar amount "$1,000,000";

         (b)      replacing the Dollar  amount  "$100,000" in clause (b) thereof
                  with the Dollar amount "$500,000"; and

         (c)      adding a new subsection (c) thereto as follows:

                           "(c)  Holding  shall cause FOSI to pay  dividends  to
                  Holding,  semiannually  within  20 days  after the end of each
                  fiscal  half-year of FOSI, in an aggregate  amount so that the
                  aggregate amount of cash and cash equivalents retained by FOSI
                  after  payment  of such  dividend  does not  exceed  $500,000;
                  provided,  that nothing contained herein shall require FOSI to
                  pay  dividends  to Holding  if and to the extent  that FOSI is
                  prohibited by statute from doing so."

                  (9) Section 7.20.  Section  7.20(b) is amended by deleting the
         words  "Borrower  and of  KOSI"  each  time  they  appear  therein  and
         inserting,  in  each  such  place  in lieu of  such  words,  the  words
         "Borrower, of KOSI and of FOSI".

                  (10)  Section  8.1.  Section  8.1 is  amended  by adding a new
         subsection (d) thereto as follows:

                  "(d) FOSI will not enter into any  business or activity  other
                  than  its   ownership   of  the   capital   stock  of  Foreign
                  Subsidiaries."

                  (11)  Section  8.3.  Section 8.3 is amended by  restating  new
         clauses (xxi) and (xxii) as follows therewith:

                  "(xxi)  provided  that the Furmanite AS Closing Date occurs on
                  or prior to  December  31,  1997,  unsecured  indebtedness  of
                  Norway  Holdings to Christiania  consisting of the Christiania
                  Advance;" and

                  "(xxii)  the  following  intercompany  indebtedness:  (i)  the
                  Holding/FOSI     (Australia)    Advance,    and    (ii)    the
                  Borrower/Holding (Australia) Advance; provided, that each such
                  Advance is evidenced by a  subordinated  intercompany  note in
                  form and  substance  satisfactory  to the Agent  (such  notes,
                  collectively,  the "1997 Intercompany Notes") each of which is
                  pledged to the Agent pursuant to the Security  Documents;  and
                  provided  further  that if the  Furmanite AS Closing Date does
                  not  occur  on or prior  to  December  31,  1997,  FOSI  shall
                  promptly  repay to Holding  the  portion  of the  Holding/FOSI
                  (Australia)  Advance (equal to NOK  4,000,000)  intended to be
                  used by FOSI in connection with the Furmanite AS Transaction;

                  (12) Section 8.5. Section 8.5 of the Loan Agreement is amended
         by:

         (a)      restating  the proviso  (which was added to Section 8.5 by the
                  New Third  Amendment)  at the end of the first proviso to such
                  Section as follows:

                  "and, provided further, that the Borrower and Holding shall be
                  permitted  to make  the  applicable  advances  referred  to in
                  clause (xxii) of Section 8.3;" and

                  "inserting the words "FOSI,  Subsidiaries  of FOSI," after the
                  words  "thereunder  to" in clause (d) of the fourth proviso to
                  Section 8.5 (relating to the CMA Account);

                  (13)  Section  8.10.  Section  8.10 of the Loan  Agreement  is
         amended  by  deleting  all of  clause  (ii) to the  proviso  at the end
         thereof and deleting the word "and" appearing immediately prior to said
         clause (ii).

                  (14) Section 8.12.  Section  8.12(a) of the Loan  Agreement is
         amended by deleting the existing  clause (v) thereto and replacing said
         clause with the following clause:

                  "or (v) provided  that the Furmanite AS Closing Date occurs on
                  or prior to December 31, 1997,  the sale by KOSI,  or if after
                  the KOSI/FOSI Merger,  FOSI, to Norway Holdings of 100% of the
                  capital  stock  of  Furmanite  AS  in   connection   with  the
                  consummation  of the  Furmanite  AS  Transaction  on the terms
                  provided in the definition thereof;"

                  (15) Section  10.1.  Section  10.1(a) is amended by adding the
         word AFOSI," after the word "KOSI" in the second sentence thereof.

                  (16) Section 10.5.  Section  10.5(h) of the Loan  Agreement is
         hereby restated as follows:

                  "(h) On and after the NTA, Holding will own 100% of the issued
                  and outstanding  shares of capital stock of FOSI and FOSI will
                  own 100% of the issued and outstanding shares of capital stock
                  of F-Australia  and F-New Zealand.  On and after the Furmanite
                  AS  Closing  Date,  FOSI  will  own  100%  of the  issued  and
                  outstanding  shares of capital stock of Norway  Holdings,  and
                  Norway  Holdings  will own 100% of the issued and  outstanding
                  shares of capital stock of Furmanite AS."

                  (17)  Section  10.11.  Section  10.11 is amended by adding the
         words "and (vi) FOSI"  after the words  "(v)  KOSI" in  subsection  (d)
         thereof.

                  (18) Section  10.20.  Section  10.20 of the Loan  Agreement is
         amended by (i) inserting in the first sentence  thereof after the words
         "all Subsidiaries of KOSI that are not Significant  Subsidiaries,"  the
         words  "and  all   Subsidiaries   of  FOSI  that  are  not  Significant
         Subsidiaries"; and (ii) inserting in the second sentence thereof, after
         the  words  "all   Subsidiaries   of  KOSI  that  are  not  Significant
         Subsidiaries", the words "and for all Subsidiaries of FOSI that are not
         Significant Subsidiaries".

                  (19) Consents.

         (1)      In  reliance  on  the  agreements  and  the  accuracy  of  the
                  representations   and   warranties  of  Borrower  and  Holding
                  contained  elsewhere in this Amendment,  and provided that the
                  Furmanite  AS Closing  Date occurs on or prior to December 31,
                  1997,  (x) the  Agent  and the Banks  hereby  consent  (i) for
                  purposes  of  Section  8.12(b)  and  Section  8.14 of the Loan
                  Agreement to the  organization  by FOSI of Norway Holdings and
                  to the  contribution by FOSI of NOK 4.0 million to the capital
                  of Norway  Holdings and (ii) for purposes of any provisions of
                  the  Security  Documents  executed  by KOSI  (and if such sale
                  occurs  after  the  KOSI/FOSI   Merger,  by  FOSI)  which  are
                  analogous  to Section  8.12(a) of the Loan  Agreement,  to the
                  sale by KOSI or, if after the  KOSI/FOSI  merger,  by FOSI, of
                  the  stock  of  Furmanite  AS  pursuant  to the  Furmanite  AS
                  Transaction;  and (y) the Agent and the Banks  hereby  release
                  from the lien of the U.S. Pledge Agreement the shares of stock
                  of Furmanite AS pledged  thereunder,  such release  being made
                  without  representation  or warranty  by, or recourse  to, the
                  Agent or any Bank.

         (2)      (i) In  reliance  on the  agreements  and the  accuracy of the
                  representations and warranties  contained in clause (ii) below
                  and  elsewhere in this  Amendment,  and provided  that (x) the
                  merger of KOSI into FOSI (the "KOSI/FOSI  Merger") pursuant to
                  the Merger  Agreement (as defined below) becomes  effective on
                  or  prior  to  December  31,  1997  and (y) on or prior to the
                  effectiveness  of the KOSI/FOSI  Merger the conditions to this
                  consent  set forth in clause  (iii) below are  satisfied,  the
                  Agent and the Banks hereby  consent,  for purposes of Sections
                  7.6, 7.13, 8.8, 8.9(a), 8.10., 8.11(a) and 8.12(a) of the Loan
                  Agreement,  and those  provisions  of the  Security  Documents
                  executed by Holding,  KOSI or FOSI analogous to those Sections
                  of the  Loan  Agreement  specified  above,  to  the  KOSI/FOSI
                  Merger.

                  (ii) In addition to the other agreements,  representations and
                  warranties of Borrower and Holding contained elsewhere in this
                  Amendment,  to induce  the  Agent and the Banks to enter  into
                  this Amendment and grant the consents  contained  herein,  the
                  Borrower and Holding  hereby  jointly and severally  represent
                  and  warrant  to, and agree for the  benefit of, the Agent and
                  the Banks  that (x) upon the  effectiveness  of the  KOSI/FOSI
                  Merger,  (A) FOSI will possess all of the properties,  rights,
                  powers and privileges of KOSI; (B) FOSI will be subject to all
                  of the debts,  obligations  and  liabilities  of KOSI and will
                  have  acquired all of KOSI's  properties  subject to all Liens
                  thereon  created  by KOSI in favor of the Agent and the Banks,
                  which  Liens  shall be first  priority  perfected  Liens which
                  secure the Obligations as fully as they had immediately  prior
                  to  the  effectiveness  of  the  KOSI/FOSI  Merger;   (C)  all
                  representations  and warranties  set forth in this  Amendment,
                  the  Agreement and the other Loan  Documents  will be true and
                  correct  as if made on such  date of  effectiveness  (with all
                  references in the representations and warranties  contained in
                  this Agreement to the NFTAD being deemed,  for these purposes,
                  to include a reference to such merger effectiveness date); (y)
                  on or prior to the effectiveness of the KOSI/FOSI Merger, each
                  of the Borrower,  Holding, KOSI, FOSI, each Subsidiary of KOSI
                  immediately  prior to the  KOSI/FOSI  Merger  and  each  other
                  Credit  Party shall have taken such action as is  necessary to
                  ensure  that  FOSI  is  possessed  of all  of the  properties,
                  rights, powers and privileges of KOSI, and bound by all of the
                  debts,  obligations  and  liabilities  of  KOSI,  and that all
                  property  that had been  property of KOSI  remains  subject to
                  existing  Liens in favor of the Agent and the  Banks,  and (z)
                  the Borrower,  Holding,  KOSI,  FOSI,  each Subsidiary of KOSI
                  (immediately  prior to the merger) and each other Credit Party
                  shall take all other action,  and execute  and/or  deliver all
                  agreements,  instruments  and other  documents,  necessary  or
                  reasonably  requested  by the  Agent  to  give  effect  to the
                  foregoing;

                  (iii) It shall be a condition  precedent to the  effectiveness
                  of the consent set forth in subsection  18(b)(i) above that on
                  or prior to the  effectiveness  of the KOSI/FOSI  Merger there
                  shall have been delivered to the Agent each of the following:

                  (1)      a copy of the merger agreement  between KOSI and FOSI
                           (the   "Merger   Agreement"),   certified  by  senior
                           officers of each of KOSI and FOSI as being a complete
                           and  true  copy,  which  merger  agreement  shall  be
                           satisfactory  in all  respects  to the  Agent and the
                           Banks;

                  (2)      an acknowledgment by FOSI, satisfactory to the Agent,
                           that upon  effectiveness of the KOSI/FOSI Merger, all
                           property  which  had been  owned by KOSI  immediately
                           prior to the merger will be owned by FOSI  subject to
                           existing Liens in favor of the Agent and the Banks;

                  (3)      a legal opinion from Farara,  George-Creque & Kerins,
                           British  Virgin  Islands   ("BVI")   counsel  to  the
                           Borrower and Holding,  satisfactory  to the Agent, to
                           the effect set forth on Exhibit D hereto and covering
                           such  other  matters  as the Agent  shall  reasonably
                           request;

                  (4)      a legal opinion from Michael Glazer, Esq., counsel to
                           the Credit  Parties,  with  respect to the  KOSI/FOSI
                           Merger,  in form and  substance  satisfactory  to the
                           Agent;

                  (5)      Undated stock powers, satisfactory to the Agent, duly
                           executed in blank by FOSI with  respect to the shares
                           of stock and other  equity  interests of each company
                           that immediately prior to the merger was a Subsidiary
                           of KOSI;

                  (6)      A  certificate  from a senior  officer  of  Borrower,
                           dated   the   merger   effective   date,   that   all
                           representations  and  warranties set forth in Section
                           18(b)(ii)  and Section 19 of this  Agreement are true
                           and   correct   as  of  such  date  as  though   such
                           representations  and  warranties had been made at and
                           as of such time; and

                  (7)      Such other  agreements,  instruments and documents as
                           the Agent may reasonably  request in connection  with
                           the merger.

(20)  Representations.  To induce  the  Agent  and the Banks to enter  into this
Amendment and to grant the consents  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, as
of the date the Merger Agreement is executed, as of the date of effectiveness of
the  KOSI/FOSI  Merger and as of the Amendment  Final  Closing  Date,  and shall
survive the execution, delivery and effectiveness of this Amendment):

                  (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 NFTAD 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,   the  Agreement  as  amended  by  this
         Amendment,  the U.S.  Pledge  Agreement as amended by  Amendment  No. 4
         thereof, and all other amendments and agreements delivered on the NFTAD
         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).

                  (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  NFTAD.  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 NFTAD) shall
         be the same as the priority of all Liens immediately prior to the NFTAD
         with  respect to Loans and  Letters of Credit  outstanding  immediately
         prior to the NFTAD.

                  (E) No Default or Event of Default exists.

                  (F)  All  representations  and  warranties  contained  in  the
         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 Borrower  confirms  that it requested  the issuance of
         the BOS  (Australia)  L/C in the form  attached as Exhibit B hereto and
         reaffirms  all of its  obligations  to  reimburse  the  Issuer  for all
         drawings thereunder and all of its other obligations under Section 2.4A
         of the Loan Agreement with respect thereto.

                  (H) The chief  executive  office of Holding is located at 2435
         North Central Expressway,  Richardson, Texas 75080. The major executive
         office of the  Borrower  in the United  States is located at 2435 North
         Central Expressway, Richardson, Texas, 75080.

(21)  Effectiveness of Section 18(b) and Related Sections.  Sections 1, 2, 3(a),
3(b)(i),  3(b)(v),  3(b)(vi), 4, 6-9, 12-14, 16,17, 18(b), 19, 22(b), 22(c), and
24-28 of this  Amendment  shall become  effective on and as of the date that the
Borrower, Holding and the Banks shall have executed a copy of this Amendment and
delivered  the same to the Agent at 565 Fifth Avenue,  New York,  New York 10017
(Attention:  John  Kelly) or, in the case of the Banks,  shall have given to the
Agent written  notice  (actually  received) that the same has been signed and is
being sent to the Agent.

(22)  Effectiveness  of Other Sections of this  Agreement.  The Sections of this
Amendment  which have not become  effective  pursuant to Section 20 hereof shall
become  effective when and as of the date that 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  Final Closing Date". If
the  Amendment  Final  Closing  Date  shall  not have  occurred  by the close of
business  (New York  time) on  December  31,  1997 (or such later date as may be
specified to by the Agent in  writing),  the  Sections of this  Amendment  which
shall not have become  effective  pursuant to Section 20 hereof  shall be deemed
rescinded, null and void.

                  (A) [Intentionally omitted]

                  (B) There shall have been delivered to the Agent a certificate
         of an authorized  officer and of the secretary of each of the Borrower,
         Holding,  KOSI, FOSI and Norway  Holdings,  with respect to the various
         transactions referred to herein, along with resolutions authorizing the
         same,  specimen  signatures  and incumbency  certificates,  in form and
         substance  satisfactory  to the  Agent,  and  certified  copies  of the
         Charter  Documents  of Norway  Holdings,  which in each  case  shall be
         satisfactory to the Agent in all respects.

                  (C) The Borrower shall have  delivered to the Agent  Amendment
         No. 4 to Pledge Agreement (referring, inter alia to the pledge of stock
         of Norway  Holdings)  in the form of Exhibit E hereto  executed  by all
         Loan Parties party thereto.

                  (E) The Borrower  shall have delivered to the Agent (i) copies
         of (A) the agreement between KOSI or FOSI and Norway Holdings regarding
         the transfer of the Furmanite AS shares to Norway  Holdings in the form
         of Exhibit C hereto (the "Furmanite AS Share Sale Agreement"),  and (B)
         the Christiana Loan Documents in the form of Exhibit F hereto,  in each
         case,  certified as true and complete by an  authorized  officer of the
         Borrower,   (ii)  evidence  satisfactory  to  the  Agent  (including  a
         certificate  of a senior  officer of Borrower to such  effect) that the
         Furmanite AS Transaction  shall have been consummated  substantially in
         accordance with the definition  thereof and the Furmanite AS Share Sale
         Agreement and (iii) a certificate  of a senior officer of Borrower that
         the  representations  and warranties set forth in Section 19 hereof are
         true and correct as of the Amendment Final Closing Date, as though such
         representations and warranties had been made at and as of such time.

                  (F)  Holding  and the  Borrower  shall have  delivered  to the
         Agent:

                  (1)      a legal opinion (the "Norway  Opinion")  from Advokat
                           Thomas  Smedsvig,  Norwegian  counsel  for the Credit
                           Parties (or other counsel satisfactory to the Agent),
                           covering  the  matters  previously  agreed  to by the
                           Agent and the Borrower; and

                  (2)      a legal opinion from Michael Glazer, Esq., counsel to
                           the Credit Parties,  covering the matters  previously
                           agreed to by the Agent and the Borrower;

                  (G) [Intentionally deleted]

                  (H) Norway  Holdings  shall have executed and delivered to the
         Agent a Security Agreement,  Guarantee and amendment to the U.S. Pledge
         Agreement (with respect to the shares of Furmanite AS)(in each case, in
         form and substance satisfactory to the Agent) unless, in any such case,
         the Norway Opinion  advises that the execution of such agreement  would
         be unlawful under the laws of Norway;

                  (I) Holding  shall have  delivered  to Agent stock powers duly
         executed  in  blank by  Holding  (under  its  current  name  (Furmanite
         Worldwide,  Inc.)) with respect to the shares of stock of the Borrower,
         FAI, KOSI (unless the KOSI/FOSI  Merger shall have  occurred) and FOSI;
         and  endorsements  duly executed in blank by Holding (under its current
         name (Furmanite Worldwide,  Inc.)) with respect to all notes pledged by
         Holding to the Agent;

                  (J)  Norway  Holdings  shall  have  appointed  CT  Corporation
         Systems,  1633 Broadway,  as its agent for service of process and shall
         have delivered to the Agent CT Corporation  Systems' acceptance of such
         appointment; and

                  (K) 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 21 shall be in form
         and substance satisfactory to the Agent.

(23)  Post-Closing  Obligations.  Holding and the  Borrower  hereby  jointly and
severally agree to deliver (or cause to be delivered):

                  (A) to the Agent (unless the Agent shall have agreed otherwise
         in  writing)  on  or  before  the  day  which  is  30  days  after  the
         consummation  of the Furmanite AS Transaction,  all stock  certificates
         issued by Norway  Holding to FOSI,  accompanied  by stock powers,  duly
         executed in blank;

                  (B) to the Agent (unless the Agent shall have agreed otherwise
         in writing),  on or before  January 31, 1998, the following in form and
         substance satisfactory to the Agent:

                  (1)      amendments (and filings and  recordations  applicable
                           thereto)   required  by  the  Agent  of  such  Pledge
                           Agreements,  Security Agreements,  Security Documents
                           and Foreign Guarantees as are specified by the Agent;
                           and

                  (2)      certified  copies  of  resolutions  adopted  by  each
                           Credit  Party  with  respect to such  Credit  Party's
                           execution  and  delivery  of the  Confirming  Consent
                           delivered in connection with the New Third Amendment;
                           and

                  (3)      to the Agent  (unless  the Agent  shall  have  agreed
                           otherwise in writing)  within 30 days  following  the
                           effectiveness of the KOSI/FOSI Merger,  certificates,
                           satisfactory to the Agent,  (i) from a senior officer
                           of each company that immediately  prior to the merger
                           was a  Subsidiary  of KOSI,  to the effect  that such
                           Subsidiary  has  noted  on  its  books  and  records,
                           including,  without  limitation,  its stock register,
                           (A) the KOSI/FOSI  Merger and the change in ownership
                           of its  stock and other  equity  interests  resulting
                           therefrom  and (B) the pledge by FOSI,  as  surviving
                           corporation of the merger, to the Agent and the Banks
                           of all  stock  and  other  equity  interests  in such
                           Subsidiary  and (ii)  from a senior  officer  of each
                           company  the  pledge of the stock of which by KOSI to
                           the  Agent  is  noted  in  any  public  register,   a
                           certificate  that such public  register  reflects the
                           pledge of such stock by FOSI as  successor to KOSI to
                           the Agent;

                  (4)      to the  Agent on or  before  the day which is 30 days
                           after   the   consumation   of   the   Furmanite   AS
                           Transaction,  evidence  satisfactory to the Agent, of
                           all recordation and other actions (including, without
                           limitation, any notations on the books and records of
                           any  Credit  Party or  other  Persons  or any  public
                           register  and  whether  in  respect of Loans or other
                           extensions  of credit  made  before,  on or after the
                           NFTAD)  necessary  or  requested  by Agent to perfect
                           security  interest  granted  by FOSI and KOSI and the
                           security   interest   (if  any)   granted  by  Norway
                           Holdings,  to the Agent and the Banks, or to maintain
                           the perfection or priority thereof;

                  The  failure by the  Borrower  or  Holding to comply  with the
         provisions of this Section on or before such  applicable  date (or such
         later date as the Agent shall have consented to in writing) shall be an
         Event of Default  (without any "grace period") as fully as if same were
         set forth in full in Section 9 of the Loan Agreement.

(24) Waiver.  The Agent hereby waives (i) the  requirement  set forth in Section
22(ii)(c) of the New Third Amendment that the solvency  certificate  referred to
therein be delivered to the Agent, and (ii) the requirement set forth in Section
22(iii) of the New Third  Amendment  that an amended and restated Loan Agreement
be delivered to the Agent.

(25) Limited Nature of Amendments. The amendments, waivers (if any) 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.

(26) 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.

(27)  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.

(28) 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.

(29)  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,
  individually and as Agent

By:                //s//

FURMANITE PLC
  (formerly KANEB UK plc)

By:              //s//

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

By:            //s//