<PAGE>
                                 EXHIBIT 10.33
 
                         SUNTRUST BANK, ATLANTA, AGENT
                                25 PARK PLACE 
                                  23RD FLOOR
                            ATLANTA, GEORGIA 30303

                               December 24, 1996

Law Companies Group, Inc.
3 Ravinia Drive, Suite 1830
Atlanta, Georgia 30346
Attn: Mr. Bruce C. Coles
      Chairman and CEO

      Re: Credit Facilities described in attached Term Sheet (the "Facility")
          from SunTrust Bank, Atlanta as Agent and as a Bank ("SunTrust Bank,
          Atlanta"), and National Bank of Canada, and Barclays Bank PLC, in
          favor of Law Companies Group, Inc., its Subsidiaries and all
          partnerships in which the Company or its Subsidiaries have an interest
          (collectively, the "Company")

Gentlemen:

     SunTrust Bank, Atlanta as Agent and the Banks are pleased to confirm to the
Company their several commitments (the "Commitment") subject to and upon the
terms and conditions described in this letter and in the Term Sheet (the "Term
Sheet") attached hereto and by this reference made a part hereof to issue the
Facility. SunTrust Bank, Atlanta will serve as the agent (in such capacity, the
"Agent"), and the Banks will collectively issue several commitments to fund the
Facility. Capitalized terms contained in either this letter or the Term Sheet,
but not defined herein or therein, shall be defined in and have the meanings
attributed thereto in the existing Amended and Restated Revolving Credit
Agreement, the Amended and Restated Reimbursement and Guaranty Agreement and
Facility Agreement (collectively the "Credit Agreement").

     Without the prior written consent of the Banks, the contents or the
existence of this letter and the Term Sheet may not be disclosed to any third
party, either orally or in writing, by the Company, except (i) to the Company's
and its Affiliates' directors, officers, employees, legal counsel, financial
advisors and accountants on a confidential basis and (ii) as required by law
(including filing with the SEC, appropriate notations in the financial
statements of the Company and disclosure to Shareholders of the Company). The
confidentiality agreement set forth in the preceding sentence shall be effective
regardless of whether this letter is signed by the Company.

<PAGE>
 
     a.          Terms and Conditions of the Facility.
                 ------------------------------------

     The principal terms and conditions of the Facility Agreements will reflect
the Term Sheet. The other terms and conditions of the Facility Agreements and
the Collateral will be negotiated in good faith, but in the final event, must be
in a form acceptable to each Bank and agreed in a timetable acceptable to each
Bank.

     b.          General.
                 -------

          i.             Indemnity: Expenses. The Company agrees to indemnify 
                         -------------------
                 and hold harmless the Banks and their respective Affiliates and
                 the officers, directors, employees, attorneys and agents of,
                 and persons controlling any of them or any of their Affiliates
                 within the meaning of the Securities Act of 1993 or the
                 Securities Exchange Act of 1934 (all such persons being
                 hereinafter referred to as "Indemnified Persons"), whether or
                 not the Loan Documents are executed by the Banks and the Loans
                 are actually made under the Facility by the Banks, from and
                 against all losses, damages, liabilities or expenses of any
                 kind or nature whatsoever, caused by any act or omission to act
                 by the Company or any Affiliate or any of the Company's or
                 Affiliate's agents, that may be incurred by or asserted against
                 or involve any Indemnified Person in any and all actions,
                 suits, proceedings (including any investigations or inquiries)
                 or claims with respect to the transactions contemplated hereby
                 (whether or not consummated) or the preparation, execution and
                 delivery of this letter and the preparation, filing and
                 dissemination of all documents in connection therewith; and,
                 upon demand by any Bank, to pay or reimburse any such 
                 Indemnified Person for any reasonable legal or other expenses
                 incurred in connection with investigating, defending or
                 preparing to defend any such action, suit, proceeding
                 (including any inquiry or investigation) or claim, it being
                 understood that the Banks shall have the right to select their
                 own counsel in connection with such matters; provided however,
                                                              -------- -------
                 that the Company shall not be responsible to any such
                 Indemnified Person for any losses, damages, liabilities or
                 expenses which are finally judicially determined to have
                 resulted from such Indemnified Person's gross negligence or
                 willful misconduct. The indemnification provisions set forth
                 herein shall apply whether or not the Banks are a party to any
                 such action, suit, proceeding or claim and are expressly
                 intended to cover, but not be limited to, reimbursement of
                 legal and other expenses, including expenses incurred in
                 depositions or other discovery proceedings. The indemnity
                 obligations of the Company hereunder shall be in addition to,
                 and not in limitation of, any other liability or obligation
                 that the Company or any other Person may have. Each Bank will
                 notify the Company promptly following its becoming aware of any
                 claim for indemnification or reimbursement hereunder but

                                      -2-
<PAGE>
 
                 failure to give notice shall not, in any event, nullify or
                 reduce any such claim hereunder.

     The Company shall pay the costs and expenses described in the attached Term
Sheet. Without limiting the foregoing, the out-of-pocket costs and expenses of
the Agent (including, without limitation, the reasonable fees and expenses of
counsel to the Agent and the Banks) incurred in connection with the preparation,
execution and delivery of this letter, the Term Sheet, the definitive Credit
Agreement, the other Loan Documents, and the transactions contemplated hereby
and thereby shall be paid by the Company to the Agent and the Banks, regardless
of whether the Loan Documents are executed or any funding of the Facility
occurs.

          ii.            CONSEQUENTIAL DAMAGES. THE BANKS SHALL NOT BE
                         ---------------------
                 RESPONSIBLE OR LIABLE TO THE COMPANY, ANY SUBSIDIARY OR
                 AFFILIATE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE,
                 EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A
                 RESULT OF THIS LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED
                 HEREBY.

          iii.           Survival: Effectiveness. The confidentiality agreement
                         -----------------------
                 contained on the first page hereof, together with the
                 provisions of this Paragraph 3 and Paragraphs B.1 and B.2
                 hereof shall survive any termination or expiration of this
                 letter. This letter shall immediately constitute a binding
                 obligation of the Company and the Banks for all purposes upon
                 the acceptance hereof by the Company in the manner provided
                 herein, but subject to the terms hereof.

          iv.            Acceptance: Termination. If you are in agreement with
                         -----------------------   
                 the foregoing, please sign and return this letter to SunTrust
                 Bank, Atlanta, 25 Park Place, Atlanta, Georgia, 30303;
                 Attention Mr. Christopher Deisley. Unless you have signed and
                 SunTrust Bank, Atlanta shall have received this letter prior to
                 5:00 p.m., Atlanta, Georgia time, on December 27, 1996, the
                 Banks' obligations hereunder shall terminate as of such time on
                 such date. If this letter is accepted, the Banks shall not have
                 any obligation to close or fund the Facility beyond January 15,
                 1997. In addition to the foregoing, this letter may be
                 terminated at any time by mutual agreement or by the Banks if
                 any condition precedent to the funding obligations contemplated
                 by this letter, the Term Sheet, or the existing Credit
                 Agreement cannot or will not be satisfied prior to the closing
                 or the initial funding of the Facility. In addition to the
                 foregoing, this letter may be terminated by the Company in the
                 event the closing of the Facility has not occurred on or before
                 January 15, 1997.

                                      -3-
<PAGE>
 
                    v.        Conditions Precedent. The commitments and
                              --------------------
                         undertakings of the Banks are subject to; (a)
                         preparation, execution and delivery of mutually
                         acceptable loan documentation, including credit and
                         collateral agreements incorporating substantially the
                         terms and conditions outlined in this Commitment
                         Letter; (b) the absence of a material adverse change in
                         the business, condition (financial or otherwise),
                         operations, properties or prospects of the Company and
                         its subsidiaries as reflected in its consolidated
                         financial statements as of September 30, 1996, (c) the
                         accuracy of all representations which you make to us
                         and all information which you furnish us and your
                         compliance with the terms of this Commitment Letter,
                         and (d) the payment in full of all fees, expenses and
                         other amounts payable hereunder and under other
                         agreements.


                    vi.       Miscellaneous. This letter supersedes and replaces
                              -------------
                         all previous offers related to this matter and may be
                         executed in any number of counterparts which, taken
                         together, shall constitute one original. This letter is
                         solely for the benefit of the Company and the Banks and
                         no provision hereof shall be deemed to confer rights on
                         any other Person. This letter may not be assigned by
                         the Company to any other person or entity, but all of
                         the obligations of the Company hereunder shall be
                         binding upon the successors of the Company. This letter
                         will be governed by and construed in accordance with
                         the laws of the State of Georgia without regard to
                         principles of conflicts of law. No portion of this
                         letter shall be construed against or interpreted to the
                         disadvantage of any party hereto by any court or other
                         governmental or judicial authority by reason of such
                         party having or being deemed to have drafted,
                         structured, or dictated such provision. This letter and
                         the Term Sheet embody the entire agreement and
                         understanding between the parties hereto in respect of
                         the transactions contemplated hereby and supersede all
                         prior negotiations, understandings and agreements
                         between such parties in respect of such transactions.
                        
                    vii. Syndication. SunTrust Capital Markets, Inc. has
                         -----------
                         provided and will provide syndication services in
                         connection with the Facility. To ensure an orderly and
                         effective syndication of the Facility, the Company
                         further agrees that until the earlier of the closing of
                         the Facility or the termination of this Commitment
                         Letter, the Company will not, and will not permit any
                         of its subsidiaries and affiliates or agents to,
                         syndicate or issue, attempt to syndicate or issue,
                         announce or authorize the announcement of the
                         syndication or issuance of, or engage in discussions
                         concerning the syndication or issuance of, any debt
                         facility or debt security (including any renewals
                         thereof) except with the prior written consent of
                         SunTrust Capital Markets other than (i) the issuance of
                         commercial paper or other short term debt under
                         programs currently in place and (ii) the issuance of
                         any equity.

                                      -4-

    
<PAGE>
 
            viii.   Representations. The Company represents and warrants that
                    ---------------     
                    all information made available to SunTrust Capital Markets
                    by you or any of your representatives and agents in
                    connection with the transactions contemplated hereby is
                    complete and correct in all material respects and does not
                    contain any untrue statement of a material fact or omit to
                    state a material fact necessary in order to make the
                    statements contained therein not materially misleading in
                    light of the circumstances under which such statements were
                    made. You agree to supplement the information provided to
                    SunTrust Capital Markets from time to time so that the
                    representation and warranty contained in this paragraph
                    remains correct.


                         In issuing the commitments and undertakings hereunder
                    and in arranging and syndicating the Facility, SunTrust
                    Capital Markets is relying on the accuracy of such
                    information furnished to them by you without independent
                    verification thereof.

              ix.   Special Disclosure. SunTrust Capital Markets, Inc. is a
                    ------------------
                    wholly owned subsidiary of SunTrust Banks, Inc. and an
                    affiliate of SunTrust Bank, Atlanta. SunTrust Capital
                    Markets is a broker/dealer registered with the Securities
                    and Exchange Commission (SEC) and a member of the National
                    Association of Securities Dealers, Inc. (NASD) and the
                    Securities Investor Protection Corporation (SIPC). Although
                    it is a subsidiary of SunTrust Banks, Inc., SunTrust Capital
                    Markets is not a bank and is separate from any affiliated
                    SunTrust Bank. SunTrust Capital Markets is solely
                    responsible for its contractual obligations and commitments.

                         Securities and financial instruments sold, offered, or
                    recommended by SunTrust Capital Markets are not bank
                    deposits, are not insured by the Federal Deposit Insurance
                    Corporation (FDIC), or the SIPC, or any governmental agency
                    and are not obligations of or endorsed or guaranteed in any
                    way by any bank affiliated with SunTrust Capital Markets or
                    any other bank unless otherwise stated.

                         You authorize SunTrust Capital Markets and its
                    affiliates, including SunTrust Bank, Atlanta and any other
                    SunTrust affiliated bank, to share with each other credit
                    and other confidential or non-public information regarding
                    you and your accounts. It is the policy of SunTrust Bank,
                    Atlanta, SunTrust Capital Markets, and all other SunTrust
                    affiliates to strictly protect confidential client
                    information. Therefore, any information shared by us will be
                    on a limited basis and only to people within our
                    organization who are part of our relationship team, except
                    as otherwise provided in this letter.

                                      -5-

<PAGE>
 
                                   Very truly yours,

                                   SUNTRUST BANK, ATLANTA, a Georgia banking
                                   corporation, as Agent and as a Bank


                                   By: /s/  J. Christopher Deisley
                                       ---------------------------
                                    Its:  First Vice President
                                         -------------------------


                                   By: /s/ Dennis H. James Jr 
                                       --------------------------- 
                                    Its:  A V P
                                         -------------------------    


                                   NATIONAL BANK OF CANADA,
                                   a Federal Bank chartered under the laws of
                                   Canada

                                   
                                   By:
                                      ____________________________  
                                    Its: 
                                        __________________________


                                   BARCLAYS BANK PLC,
                                   an English banking corporation

                                   
                                   By: 
                                       ___________________________
                                    Its: 
                                        __________________________    

                                      -6-
<PAGE>
 
                                        Very truly yours,

                                        SUNTRUST BANK, ATLANTA, a
                                        Georgia banking corporation,
                                        as Agent and as a Bank
                                                                                
                                                                                

                                        By: __________________________
                                         Its: ________________________
                                                                                

                                        By: __________________________
                                         Its: ________________________
                                                                                
                                                                                

                                        NATIONAL BANK OF CANADA,
                                         a Federal Bank chartered under the laws
                                        of Canada
                                                                                

                                        By: /s/ William L. Benning
                                           -------------------------
                                         Its:  V.P.
                                             -----------------------
                                                                                
                                                                                

                                        BARCLAYS BANK PLC,
                                        an English banking corporation
                                                                                

                                        By: __________________________
                                         Its:_________________________

                                      -6-

<PAGE>
 
                                         Very truly yours,

                                         SUNTRUST BANK, ATLANTA, a
                                         Georgia banking corporation,
                                         as Agent and as a Bank



                                         By:_______________________
                                          Its:_____________________


                                         By:_______________________
                                          Its:_____________________

                                         NATIONAL BANK OF CANADA,
                                         a Federal Bank chartered under the laws
                                         of Canada



                                         By:_______________________
                                          Its:_____________________



                                         BARCLAYS BANK PLC,
                                         an England banking corporation


                                         By: /s/ Terry Bond
                                            _______________________
                                          Its: Lending Services Director
                                              ---------------------

                                      -6-
<PAGE>
 
Accepted and Agreed to
as of this 24th day of December, 1996.


BORROWERS:
---------

LAW COMPANIES GROUP, INC., a Georgia
corporation


By: /s/ Bruce C. Coles
   ----------------------
 Its: Chairman CEO
     --------------------


Sworn to and subscribed
before me this 23rd day of                 [CORPORATE SEAL]
December, 1996


/s/ Deans T. Rollins
-------------------------
Notary Public
     Notary Public Dekota County, Georgio
     My Corporation Expires September 22, 2000
 [NOTARY SEAL]


/s/ R. Fooshee
-------------------------
Unofficial Witness

                                      -7-




<PAGE>
 
SIGNED AND SEALED BY
GIBB HOLDINGS LIMITED
(duly authorized Attorney)
AND DELIVERED BY

[ Bruce C. Coles ]


Sworn to and subscribed
before me this [DATE UNREADABLE] day of


/s/ Donna T. Rollins
---------------------------------- 
Notary Public
     Notary Public, Dekato County, Georgia
     My Commission Expires September 22, 2000
[NOTARY SEAL]


/s/ R. Fooshee
----------------------------------
Unofficial Witness



SIGNED AND SEALED BY 
GIBB LIMITID
(duly authorized Attorney)
AND DELIVERED BY

[ Bruce C. Coles ]



Sworn to and subscribed
before me this [DATE UNREADABLE] day of

/s/ Donna T. Rollins
---------------------------------- 
Notary Public
     Notary Public, Dekato County, Georgia
     My Commission Expires September 22, 2000
[NOTARY SEAL]


/s/ R. Fooshee
----------------------
Unofficial Witness

                                      -5-
<PAGE>
 
GUARANTORS:
----------

LAW ENGINEERING AND ENVIRONMENTAL SERVICES, INC.,
formerly LAW ENVIRONMENTAL, INC.

By: /s/ Bruce C. Coles
   -------------------------------
 Its: President
     -----------------------------

Sworn to and subscribed 
before me this 23rd day of                   [CORPORATE SEAL]
December, 1996.

/s/ Donna T. Rollins
---------------------------------- 
Notary Public
     Notary Public, Dekato County, Georgia
     My Commission Expires September 22, 2000
[NOTARY SEAL]


/s/ R. Fooshee
----------------------------------
Unofficial Witness


LEROY CRANDALL & ASSOCIATES,
a California corporation

By: /s/ Bruce C. Coles
   -------------------------------
 Its: Authorized Agent
     -----------------------------

Sworn to and subscribed 
before me this 23rd day of                   [CORPORATE SEAL]
December, 1996.

/s/ Donna T. Rollins
---------------------------------- 
Notary Public
     Notary Public, Dekato County, Georgia
     My Commission Expires September 22, 2000
[NOTARY SEAL]


/s/ R. Fooshee
----------------------------------
Unofficial Witness


LAW/CRANDALL, INC., a California
corporation

                                      -9-
<PAGE>
 
By: /s/ Bruce C. Coles
   -------------------------------
 Its: Authorized Agent
     -----------------------------

Sworn to and subscribed 
before me this 23rd day of                   [CORPORATE SEAL]
December, 1996.

/s/ Donna T. Rollins
---------------------------------- 
Notary Public
     Notary Public, Dekota County, Georgia
     My Commission Expires September 22, 2000
[NOTARY SEAL]


/s/ R. Fooshee
----------------------------------
Unofficial Witness


LAW INTERNATIONAL, INC.,
a Georgia corporation

By: /s/ Bruce C. Coles
   -------------------------------
 Its: Authorized Agent
     -----------------------------

Sworn to and subscribed 
before me this 23rd day of                   [CORPORATE SEAL]
December, 1996.

/s/ Donna T. Rollins
---------------------------------- 
Notary Public
     Notary Public, Dekota County, Georgia
     My Commission Expires September 22, 2000
[NOTARY SEAL]


/s/ R. Fooshee
----------------------------------
Unofficial Witness

                                     -10-
<PAGE>
 
ENSITE, INC., a Kentucky corporation


By: /s/ Bruce C. Coles
   -------------------------------
 Its: Authorized Agent
     -----------------------------

Sworn to and subscribed 
before me this 23rd day of                   [CORPORATE SEAL]
December, 1996.

/s/ Donna T. Rollins
---------------------------------- 
Notary Public
     Notary Public, Dekota County, Georgia
     My Commission Expires September 22, 2000
[NOTARY SEAL]


/s/ R. Fooshee
----------------------------------
Unofficial Witness


GIBB INTERNATIONAL HOLDINGS, INC.,
a Delaware corporation


By: /s/ Bruce C. Coles
   -------------------------------
 Its: Authorized Agent
     -----------------------------

/s/ R. Fooshee
----------------------------------
Unofficial Witness


Sworn to and subscribed 
before me this 23rd day of                   [CORPORATE SEAL]
December, 1996.

/s/ Donna T. Rollins
---------------------------------- 
Notary Public
     Notary Public, Dekota County, Georgia
     My Commission Expires September 22, 2000
[NOTARY SEAL]


/s/ R. Fooshee
----------------------------------
Unofficial Witness

                                     -11-
<PAGE>
 
LAW COMPANIES GROUP, INC.
--------------------------------------------------------------------------------

                           LAW COMPANIES GROUP, INC.

           SUMMARY OF PRINCIPAL TERMS AND CONDITIONS OF $57,500,000
           SENIOR SECURED DOMESTIC AND INTERNATIONAL CREDIT FACILITY


1. GENERAL TERMS                      
   -------------                   
                                     
BORROWER:                       Law Companies Group, Inc. ("Law" or the
                                "Company"), Gibb Holdings, Limited, Gibb Limited
                                and certain other direct or indirect
                                subsidiaries of Law will be direct obligors, as
                                determined by the Lenders.

GUARANTORS:                     Law, Law Engineering and Environmental Services,
                                Inc., formerly Law Evironmental, Inc., Leroy
                                Crandall & Associates, Law/Crandall, Inc., Law
                                International, Inc., Ensite, Inc., Gibb
                                International Holdings, Inc., Gibb Holdings
                                Limited, Gibb Limited and all other direct or
                                indirect subsidiaries of Law will be guarantors,
                                as determined by the Lenders. Provided the
                                federal income tax issues which existed in 1995
                                still exist, to reflect advantageous tax effect
                                for Law, the Lenders have an intention to accept
                                various share charges and pledges of stock in
                                substitution for certain guaranties.

AGENT:                          SunTrust Bank, Atlanta ("STBA") 

AGGREGATE AMOUNT:               $57.5 million comprised of Loans under the  
                                facilities described below.
     
LENDERS:                        STBA and two financial institutions acceptable 
                                to STBA and the Borrower.

II. REVOLVING CREDIT FACILITIES     
-------------------------------
                                
FACILITIES:                     (A)  $40.0 million domestic revolving credit 
                                     facility with a $5.0 million sublimit for  
                                     Letters of Credit ("Domestic Facility") to
                                     Law and guaranteed by all U.S. 
                                     subsidiaries. At the discretion of the 
                                     Banks, the Domestic Facility may include a 
                                     cash management line of credit established 
                                     by the Agent.
                                
                                (B)  $10.0 million BGI facility ("International
                                Facility") to Gibb Limited and guaranteed by Law
                                and all the U.S. and non-U.S. Subsidiaries of 
                                Law (except as otherwise agreed by the Lenders.)

     ___________________________________________________________________________
     Confidential                                      SunTrust Capital Market


                                     





<PAGE>
 
LAWS COMPANIES GROUP, INC.
--------------------------------------------------------------------------------

                              (C)  $7.5 million international revolving credit
                                   facility ("International Revolving Facility")
                                   to Gibb Limited; this facility will be
                                   guaranteed by Law and all the other U.S. and
                                   non-U.S. subsidiaries of Law (except as
                                   otherwise agreed by the Lenders.)

                                   A subfacility under and included within the
                                   said $7.5 million International Revolving
                                   Facility of $500,000 or such higher amount as
                                   the Lenders may agree will be available for
                                   borrowings by UK Subsidiaries of the Company;
                                   drawings by each UK Subsidiary will be made
                                   on the Closing Date.

                                   A subfacility of up to $2,100,000 under and
                                   included within the said $7.5 million
                                   International Revolving Facility will be
                                   available for borrowings by the African
                                   partnerships and subsidiaries of the Company,
                                   and purchases of HKS stock, when required,
                                   may be made under this subfacility, up to
                                   $1,000,000, in the aggregate since June,
                                   1995.

                                   (The above facilities shall sometimes be
                                   referred to herein as the First Tier
                                   Facilities.)

BANK PARTICIPATIONS:          Domestic Bank Group:

                              (A) 100%
                              (B) 0.00%
                              (C) 0.00%

                              Barclays Bank PLC:

                              (A) 0.00%
                              (B) 100%
                              (C) 100%

                              Payments shall be shared and applied to the 
                              Facilities on the basis agreed upon by the Banks.

MATURITY:                     The Facilities will expire 364 days after the
                              Closing Date, provided Law may request two 364-day
                              extensions of the Facilities 90 days prior to
                              termination, and the Facilities may be extended
                              upon the approval of all Lenders, in the exercise
                              of their sole discretion.

                                      -2-
<PAGE>
 
LAWS COMPANIES GROUP, INC.
--------------------------------------------------------------------------------

AMORTIZATION:                 The International Revolving Facility shall be 
                              reduced $100,000 a month beginning in July, 1997.

PURPOSE:                      To refinance existing bank facilities from
                              domestic banks and international bank, for bonds,
                              guarantees and indemnities, to provide additional
                              working capital, to refinance the Flecboa
                              transaction, and for general corporate purposes.

COMMITMENT                    The Company may, on three business days notice, 
REDUCTION OR                  permanently reduce the unused commitment under the
CANCELLATION:                 Facilities by a minimum of $500,000 increments or 
                              cancel them individually or entirely.

VOLUNTARY                     The Company may prepay any Base Rate loan on one 
PREPAYMENTS:                  business day's advance notice.

Note: Italicized terms are defined in the attached Schedule A ("Selected 
-----
Definitions").

II.  PRICING AND PAYMENT TERMS FOR THE FACILITIES
     --------------------------------------------

INTEREST RATE                 Domestic Credit Facility: Base Rate plus the 
OPTIONS:                      Applicable Margin. "Applicable Margin-Base" shall
                              mean the percentage designated in a Pricing Grid
                              to be determined based upon the Borrower's ratio
                              of Senior Funded Debt to EBITDA.

                              International Credit Facility: International
                              Funding Rate designated by Barclays Bank PLC
                              (depending on the type of usage, being (a) a
                              sterling committed money market loan and/or (b) a
                              sterling overdraft with a sublimit of 5,000,000
                              GBP and/or (c) a bank's managed rate facility, all
                              as further defined in the Existing Agreements))
                              plus the Applicable Margin. Applicable Margin-
                              International Funding Spread" shall mean the
                              percentage designated in a Pricing Grid to be
                              determined based upon the Borrower's ratio of
                              Senior Funded Debt to EBITDA.

INTEREST PAYMENTS             Interest shall be calculated on the basis of a 
FOR DOMESTIC FACILITY:        360-day year and is payable on outstanding
                              advances as follows;

                              (i)  Base Rate advances -- on the last day of the 
                                   every month in arrears.

                              (ii) LIBOR advances -- At the expiration of each
                                   Interest Period and, with respect to advances
                                   made for an Interest Period longer than three
                                   months, also on the last day of each three
                                   month period prior the expiration of the 
                                   interest period.
                                   

                                      -3-

<PAGE>
 
LAWS COMPANIES GROUP, INC.
--------------------------------------------------------------------------------

INTEREST PAYMENTS
FOR INTERNATIONAL             Interest payments shall be calculated according to
REVOLVING FACILITY:           the relevant product used under the International
COMMITMENT FEE:               Revolving Facility. 
                              A commitment fee, equal to the per annum
                              percentage identified in the Pricing Grid, on the
                              average daily unused portion of the committed
                              amount under the Domestic Credit Facility and the
                              International Revolving Facility. The fee will be
                              calculated on the basis of a 360-day year for the
                              actual number of days elapsed and will be payable
                              quarterly in arrears.

DOMESTIC LETTER OF            The Lenders will be paid a letter of credit fee on
CREDIT FEES:                  the issued and outstanding letters of credit equal
                              to the Applicable Domestic Letter of Credit Fee.
                              STBA will act as the facing bank for letters of
                              credit and will be paid a facing fee of .125%
                              (12.5 basis points) on the total amount of
                              outstanding letters of credit. Letter of Credit
                              Fees shall be paid annually in advance.

DEFAULT RATE:                 Any amount not paid when due shall bear interest
                              at the then applicable rate plus 2% per annum,
                              provided that, for any LIBOR Borrowing, at the
                              end of the applicable Interest Period, interest
                              shall accrue at the Base Rate plus the Applicable
                              Margin +2%.

FUNDING:                      The Borrower shall provide prior notice (if by
                              telephone, promptly confirmed in writing) of
                              funding requests and interest rate conversions to
                              the Agent (i) on the same business day with
                              respect to Base Rate advances and (ii) of at least
                              three business days with respect to LIBOR
                              advances. Advances shall be in minimum amounts of
                              $250,000 and in integral multiples of $50,000.
                              Each Lender shall make its funds available to the
                              Agent not later than 2:00 p.m. (Atlantic, Georgia,
                              time) on the funding date.

PAYMENTS:                     All payments by the Borrower shall be made not
                              later than 2:00 p.m. (Atlanta, Georgia, time) to
                              the Agent in immediately available funds, free and
                              clear of any defenses, set-offs, counterclaims or
                              withholdings or deductions for taxes. Any Lender
                              not organized under the laws of the United States
                              or any state thereof must, prior to the time it
                              becomes a Lender, furnish the Borrower with forms
                              or certificates as may be appropriate to verify
                              that such Lender is exempt from U.S. tax
                              withholding requirements.

PRICING/YIELD                 Customary provisions with respect to payment of
PROTECTION                    withholding tax "gross-up" amounts: suspension of
PROVISIONS:                   LIBOR pricing options due to illegality or
                              inability to ascertain funding costs; payment of
                              reserve requirements, increases funding costs and
                              capital adequacy

                                      -4-


<PAGE>
 
LAW COMPANIES GROUP, INC.
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                         compensation; and payment of breakage and redeployment
                         costs in connection with fundings and repayments of
                         LIBOR advances.

III. SECURITY FOR THE FACILITIES
--------------------------------

COLLATERAL:              All Indebtedness owed to the Lenders by Law and all of
                         its Subsidiaries shall be secured by a first priority
                         lien on all assets of Law and all of its U.S.
                         Subsidiaries, including without limitation, all
                         accounts, general intangibles, contract rights,
                         intellectual property unencumbered real estate
                         (otherwise, a subordinate security interest therein),
                         machinery and equipment, inventory and intercompany
                         indebtedness. All Indebtedness owed to the Lenders by
                         direct or indirect non-U.S. Subsidiaries of Law shall
                         be secured by first priority fixed and floating charges
                         in the form reasonably required by Barclays Bank PLC
                         ("Barclays") (or any other provider of an International
                         Credit Facility) on all assets on all non-U.S.
                         Subsidiaries of Law, including, without limitation,
                         first fixed charges on all accounts, general
                         intangibles, contract rights, intellectual property
                         unencumbered real estate (otherwise, a subordinate
                         interest therein), machinery and equipment, inventory
                         and intercompany indebtedness. In addition to the
                         foregoing collateral, the Lenders shall take pledges of
                         100% of the stock of all U.S. Subsidiaries and 65% of
                         the stock of all non-U.S. Subsidiaries of Law to secure
                         all Indebtedness and Barclays shall take pledges of the
                         remaining 35% of the stock of all non-U.S. subsidiaries
                         of Law to secure Indebtedness owed by direct or
                         indirect non U.S. subsidiaries of Law. Without limiting
                         the foregoing, the Lenders have a present intention of
                         maintaining priority of all security interests, liens
                         and share charges which secure the existing Credit
                         Facilities in a manner which will reduce the cost of
                         perfection consistent with requirements of perfection.

                         For the avoidance of doubt, Law and all of its
                         subsidiaries shall (except as otherwise agreed by all
                         the Lenders) guarantee the repayment of all
                         indebtedness and liabilities of non-U.S. Subsidiaries
                         of Law to Barclays (or any other Lender providing the
                         International Credit Facility), and all U.S.
                         Subsidiaries shall guarantee all Indebtedness and
                         liabilities of Law and the U.S. Subsidiaries to the
                         Lenders.

                         For purposes of the foregoing paragraphs, the term
                         "Indebtedness" shall mean all First Tier Facilities,
                         guaranties thereof and the following additional
                         facilities:

                                      -5-
                         







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LAW COMPANIES GROUP, INC.
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                         (a) Law's guaranty of the $1,250,000 in shareholder 
                         loans made by SunTrust Bank, Atlanta

                         (b) Barclays' Spot and Forward Exchange Transactions
                         for Gibb Limited of GBP 1 million, Gross, Marginal Risk
                         GBP 100,000. Deals are limited to a maximum of 12
                         months.

                         (c) $200,000 in SunTrust Bank, Atlanta's swap exposure.

                         The Banks may apply the proceeds from the Collateral to
                         the repayment of the above Facilities in the order they
                         deem in their sole discretion as appropriate.

BORROWING BASE:          Availability under the Domestic Facility will be 
                         determined by a Borrowing Base defined as:

                         -80% Advance against Eligible Domestic Billed Fees
                         Receivable. Eligible fees receivable will be defined as
                         billed receivables less than 90 days past invoice date.

                         -80% Advance against Unbilled Domestic Work in
                         Progress, capped at $12,000,000. Eligible Unbilled Work
                         in Progress will be Work in Progress less than 60 days
                         old.

                         In the period between September 1, 1997 and December 
                         31, 1997, Lenders acknowledge a need for an increase of
                         $2,000,000 in the Borrowing Base calculations, but any 
                         increase shall not exceed the Domestic Facility 
                         limitations.

CREDIT AGREEMENTS:       The facilities will be evidenced by Credit Agreements
                         which will contain terms and conditions customary in
                         credit facilities of this nature, including, but not
                         limited to, Conditions Precedent, Representations and
                         Warranties, Covenants, Events of Default, and
                         indemnification provisions. Such Credit Agreements Will
                         be based upon, but not necessarily governed by the
                         Amended and Restated Credit Agreement dated October
                         11, 1995 by and among Law and the domestic banks, the
                         Reimbursement and Guaranty Agreement, dated October 11,
                         1993, between Law and Trust Company Bank and the
                         Barclays Facilities Letter dated October 11, 1993 and
                         the related loan documents (collectively, the "Existing
                         Agreements"). Conditions Precedent will include all
                         those in the Existing Agreements, including, but not
                         limited to legal opinions from counsel to Law and its
                         Subsidiaries and from counsel to the Banks in form and
                         substance acceptable to the Banks.

--------------------------------------------------------------------------------

                                      -6-




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IV.  CONDITIONS TO FUNDING
     ---------------------

Funding will be subject to conditions substantially similar to those in the 
Existing Agreements, and to other conditions customary in financing of this 
nature, including, but not limited to, the following:

CONDITIONS TO
INITIAL FUNDING:         (1)  Execution and delivery of credit agreement,
                              promissory notes, security agreements, pledge
                              agreements, share charges, intercreditor
                              agreements and other loan documents.

                         (2)  Delivery of certified copies of organizational
                              documents, including bylaws, authorizing
                              resolutions of board of directors, and incumbency
                              certificates for the Borrower and Guarantors.

                         (3)  Receipt of certified copies of all consents,
                              approvals, authorizations, registrations, or
                              filings required to be made or obtained by the
                              Borrower or Guarantors in connection with the
                              credit facilities.

                         (4)  Certificate of insurance showing all property has
                              been insured in amounts deemed adequate by the
                              Borrower and Agent against risks customarily
                              insured against by similar businesses in such
                              localities, naming Lenders as loss payee and
                              additional insured.

                         (5)  Receipt of favourable opinion of counsel for the
                              Borrower and Guarantors and from local counsel in
                              every jurisdiction in which collateral is granted.

                         (6)  Delivery of closing certificate certifying there
                              is no Default or Event of Default in existence as
                              of the Closing Date.

                         (7)  Lack of material adverse change from the
                              Borrower's and Guarantors' financial condition and
                              operations as reflected in the Borrower's
                              consolidated financial statements as exhibited in
                              the September 30, 1996 financials previously
                              delivered to the Agent.

                         (8)  Completion of and receipt of lien searches in all
                              relevant jurisdictions in which material assets of
                              Law and subsidiaries exist (consistent with the
                              philosophy dictating lien searches which was
                              applied in connection with the Existing Agreements
                              revealing no liens on any assets of the

                                      -7-

    
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                                        Borrower or its subsidiaries except for 
                                        liens permitted by Credit Documentation.

                                   (9)  Repayment of all loans made by SunTrust
                                        Bank, Atlanta to shareholders of Law for
                                        which there is principal or interest
                                        past due by at least 60 days.

                                   (10) Completion of a prefunding field audit
                                        at the cost of Borrower not exceeding
                                        $2,500. Additional field audits will be
                                        conducted quarterly and will be
                                        performed by SunTrust Bank, Atlanta at
                                        the cost of Borrower, not exceeding
                                        $2,500 per audit.


CONDITIONS TO
ALL FUNDINGS                       (1)  All representations and warranties shall
                                        continue to be true and correct on and 
                                        as of the date of such Borrowing.

                                   (2)  No Default or Event of Default shall
                                        then exist or would result from such
                                        Borrowing.

                                   (3)  No material adverse change.

                                   (4)  Absence of actions or proceedings
                                        pending or threatened which could
                                        reasonably be expected to have a
                                        material adverse effect.

                                   (5)  Loans will not violate any applicable 
                                        law.

                                   (6)  Receipt of all required opinions and 
                                        documents.


V.   FINANCIAL COVENANTS AND REPORTING REQUIREMENTS
     ----------------------------------------------

                                      Financial covenants will be tested
                                      quarterly and will be calculated on a
                                      rolling four quarter basis unless
                                      otherwise indicated.

                                      -8-
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LAW COMPANIES GROUP, INC.
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MAXIMUM SENIOR
FUNDED DEBT TO
EBITDA:                  The ratio of Senior Funded Debt to EBITDA for the
                         quarter then ended shall not be greater than the
                         ratio set forth opposite the period set forth in
                         the table below:

                         PERIOD                                        RATIO
                         ------                                        -----
                         Closing Date through June 30, 1997            2.00 to 1
                         July 1, 1997 through December 31, 1997        1.75 to 1

MINIMUM FIXED
CHARGE COVERAGE:         The ratio of EBITDA less Capital Expenditures to the
                         sum of Fixed Charges the quarter then ended shall not
                         be less than the ratio set forth opposite the period
                         set forth in the table below:

                         PERIOD                                        RATIO
                         ------                                        -----
                         Closing through December 31, 1997      .95 to 1

MAXIMUM
SENIOR FUNDED DEBT
TO CAPITAL:              The ratio of Total Senior Funded Debt to Capital for
                         the quarter then ended shall not be greater than the
                         ratio set forth opposite the period set forth in the
                         table below:

                         PERIOD                                        RATIO
                         ------                                        -----
                         Closing Date through December 31, 1997        70%

MINIMUM NET WORTH:       The Borrower shall maintain at all times a Minimum Book
                         Net Worth of $16,5000,000 plus 75% % of Net Income in
                         each fiscal year plus the net proceeds of any equity
                         offering, less any Lender approved repurchases of stock
                         in excess of $250,000 and less any future foreign
                         currency translation adjustments.

MAXIMUM DOMESTIC
SENIOR FUNDED DEBT TO
EBITDA:                  The ratio of Domestic Senior Funded Debt to EBITDA for
                         the quarter then ended shall not be greater than the
                         ratio set forth opposite the period set forth in the
                         table below:

                         PERIOD                                        RATIO
                         ------                                        -----
                         Closing Date through December 31, 1997        2.75 to 1

                                      -9-
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MINIMUM DOMESTIC
EBIT TO INTEREST:
[NOT ON ROLLING FOUR
QUARTER BASIS]                The ratio of Domestic EBIT to Interest for the
                              quarter then ended shall not be less than the
                              ratio set forth opposite the period set forth in
                              the table below:

                              PERIOD                                   RATIO
                              ------                                   -----
                              Closing Date through June 30, 1997       1.15 to 1
                              July 1, 1997, through December 31, 1997  1.25 to 1

MINIMUM DOMESTIC
CASH FLOWS:                   For each rolling four quarter period, cash flow,
                              measured as EBITDA generated by Borrower's
                              Domestic subsidiaries shall not be less than
                              $11,000,000.

MINIMUM INTERNATIONAL        
CASH FLOW:                    For each rolling four quarter period, cash flow,
                              measured as EBITDA generated by Gibb Limited
                              together with all other international
                              subsidiaries, shall not be less than $7,000,000.

CAPITAL EXPENDITURES:         Limited to $6,000,000 each fiscal year, excluding
                              Flecboa refinancing and UK auto leases not
                              exceeding GBP 500,000.

OPERATING LEASES:             Limited to $16,500,000 per year.

REPORTING REQUIREMENTS:       The Borrower and Guarantors shall deliver the
                              following financial statements: (1) its annual
                              unqualified audited financial statements within
                              120 days after the end of each fiscal year,
                              accompanied by a certificate (with supporting
                              details) from the independent public accountant
                              preparing the report on such financial statements
                              stating whether a Default or Event of Default
                              exists; (2) its monthly unaudited financial
                              statements within 30 days after the end of each
                              month, together with a compliance certificate
                              (with supporting details) from its Chief Financial
                              Officer stating that the financials were prepared
                              in accordance with generally accepted accounting
                              principals and that certain covenants have been
                              meet. In each case, such financial statements
                              shall include balance sheets, income statements,
                              and statements of cash flows, accounts receivable
                              and work in progress reports, with a brief
                              commentary summarizing the above reports.

                              The Borrower shall deliver notice of certain other
                              events, including the occurrence or existence of
                              any Default or Event of Default,

                                     -10-
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LAW COMPANIES GROUP, INC.
--------------------------------------------------------------------------------

                              citation for material violations of environmental
                              laws or regulations, important matters relating to
                              funding of employee benefit plans, or such other
                              information as any Lender, through the Agent, may
                              reasonably request.

VI. OTHER TERMS AND CONDITIONS APPLICABLE TO THE FACILITIES
    -------------------------------------------------------

SUBORDINATION:                Existing notes due to former shareholders for
                              repurchased stock shall continue to be
                              subordinated in both principal and interest to
                              debt under all the credit facilities owing to the
                              Lenders, which will be confirmed prior to closing
                              by documentation (in form satisfactory to
                              Lenders), from or relating to all subordinated
                              noteholders whose payments are past due or who
                              have amortization due within the term of this
                              proposed Facility. Borrower shall provide an
                              opinion of counsel that all subordinated
                              noteholders have no valid claim for payment prior
                              to that of the Lenders. Payments of principal will
                              be prohibited without permission from the Lenders,
                              except for $250,000, which shall be allowed.

REPRESENTATIONS 
AND WARRANTIES:               Representations and warranties substantially
                              similar to those in the Existing Agreements,
                              including representations and warranties as to the
                              following matters, subject to matters disclosed in
                              Borrower's schedules which must be approved by
                              Lenders, together with other customary
                              representations and warranties are required:

                              (1)  Due organization, valid existence, and good
                                   standing of the Borrower and Guarantors and
                                   qualification to conduct business in each
                                   jurisdiction in which the failure to conduct
                                   business would have a material adverse effect
                                   on the Borrower.

                              (2)  Loan Agreement, Notes, all Security Documents
                                   and other Loan Documents are duly authorized
                                   and do not violate any law, rule, regulation,
                                   judgment, order, ruling, organizational
                                   documents or other instrument to which the
                                   Borrower is bound; no conflict, breach, or
                                   default under any other instrument.

                              (3)  Loan Agreement, Notes, all Security Documents
                                   and other Loan Documents are legal, valid,
                                   and binding agreements of the Borrower.

                              (4)  Good standing with respect to all
                                   governmental authorizations, consents,
                                   approvals, orders, licenses, or any

                                     -11-


<PAGE>
 
LAW COMPANIES GROUP, INC.
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                                        other action required, and maintenance
                                        of all trademarks and patents and other
                                        intellectual property rights necessary
                                        to conduct Borrower's business.

                                   (5)  Identification of all outstanding
                                        indebtedness for borrowed money, which
                                        shall be satisfactory to the Lenders,
                                        including all intercompany loans.

                                   (6)  Possession by the Borrower of insurance
                                        of types and in amounts customary in the
                                        industry and locations where the
                                        Borrower is located.

                                   (7)  Possession by the Borrower of good and
                                        marketable title to and ownership of all
                                        its assets described in its most recent
                                        financial statements, free and clear of
                                        all liens, except permitted liens, as
                                        agreed by Lenders.

                                   (8)  Absence of any burdensome restriction
                                        under any other agreements, such as
                                        collective bargaining agreements.

                                   (9)  Absence of notice of Borrower's
                                        violation of any law, statute, order,
                                        rule, regulation, or judgment entered by
                                        any court.

                                   (10) Absence of default under any debt 
                                        agreements or other material agreements.

                                   (11) Absence of equity or other long-term
                                        investments in any person except
                                        permitted investments, as agreed by
                                        Lenders.

                                   (12) Accuracy of the most recent annual
                                        audited financial statements and
                                        quarterly financial statements submitted
                                        to the Lenders and absence of any
                                        material adverse change in the financial
                                        condition of the Borrower and its
                                        Subsidiaries as reflected in such
                                        financial statements.

                                   (13) Absence of pending or threatened 
                                        litigation.

                                   (14) Filing of all tax returns and payment of
                                        all taxes (except where being contested
                                        in good faith by appropriate proceedings
                                        and subject to maintenance of adequate
                                        reserves).

                                     -12-
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LAW COMPANIES GROUP, INC.
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                                   (15) Compliance with Regulations G, T, U, X,
                                        and all laws and regulations relating to
                                        employee benefit plans, and all
                                        environmental laws and regulations.

                                   (16) Possession of all material patents,
                                        trademarks, licenses, or other
                                        intellectual property rights free from
                                        burdensome restrictions and absence of
                                        any infringement of patents, trademarks,
                                        licenses or other intellectual property
                                        rights held by others.

                                   (17) Identification of all subsidiaries of 
                                        the Borrower.

                                   (18) No information or statement herein
                                        contains any untrue statement of a
                                        material fact or omits to state a
                                        material fact necessary to make the
                                        statement not misleading.

AFFIRMATIVE                        Affirmative covenants substantially similar
COVENANTS:                         to those in the Existing Agreements,
                                   including affirmative covenants as to the
                                   following matters, subject to matters
                                   disclosed in Borrower's schedules which must
                                   be approved by Lenders, and other customary
                                   covenants applicable to the Borrower and
                                   Guarantors:

                                   (1)  Maintenance of insurance.

                                   (2)  Maintenance and permitted inspection of 
                                        proper books and records.

                                   (3)  Maintenance of corporate existence, and
                                        all material patents, trademarks,
                                        franchises, and other intellectual
                                        property rights.

                                   (4)  The Borrower shall remain, and cause
                                        each subsidiary to remain, substantially
                                        in the same business.

                                   (5)  Payment of all taxes, except where being
                                        contested in good faith by appropriate
                                        proceedings and subject to maintenance
                                        of adequate reserves.

                                   (6)  Compliance with all laws and
                                        regulations, including environmental and
                                        employee benefit laws.

                                   (7)  Giving notice of events of default.

                                   (8)  Providing copies of reports to 
                                        stockholders.


                                     -13-

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                                   (9)  Provisions for additional subsidiaries
                                        to become guarantors and pledgors of
                                        stock.

NEGATIVE                           Negative covenants substantially similar to
COVENANTS:                         those in the Existing Agreements, including
                                   negative covenants as to the following
                                   matters subject to matters disclosed in
                                   Borrower's schedules, which must be approved
                                   by Lenders, and other customary negative
                                   covenants applicable to the Borrowers and its
                                   subsidiaries:

                                   (1)  Restriction against incurring or
                                        permitting liens on properties of the
                                        Borrower and its subsidiaries.

                                   (2)  Compliance with ERISA.

                                   (3)  Restrictions on sale/leaseback 
                                        transactions.

                                   (4)  Restrictions on transactions with
                                        affiliates (other than wholly owned
                                        subsidiaries) except on an arm's-length
                                        basis.

                                   (5)  Restrictions on guarantees.

                                   (6)  Restrictions on entering into other
                                        agreements that prohibit or limit the
                                        amount of dividends or loans that may be
                                        paid or made to the Borrower.

                                   (7)  Restrictions on modifications or
                                        cancellations of intercompany loans or
                                        subordinated debt obligations.

                                   (8)  Prohibition of mergers, sales and 
                                        acquisitions.

                                   (9)  Restriction against incurring other 
                                        indebtedness and lease obligations.

                                   (10) Restrictions on investments.

                                   (11) Restrictions on sales of assets, 
                                        mergers, and joint ventures.

                                   (12) Restrictions on change in business.

                                   (13) Negative pledge of assets.

                                   (14) Restrictions on dividends and other 
                                        payments.

                                   (15) Prohibition on granting negative pledges
                                        and payment restrictions to others.

                                     -14-
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LAW COMPANIES GROUP, INC.
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                                   (16) Restriction on modifying or terminating 
                                        certain agreements.

                                   (17) Prohibitions on purchasing additional
                                        stock of the Borrower, with permissions
                                        consistent with Existing Agreements.

EVENTS OF DEFAULT:                 Events of default substantially similar to
                                   the Existing Agreements, events of default as
                                   to the following matters and other customary
                                   events of default applicable to the Borrowers
                                   and its subsidiaries:

                                   (1)  Nonpayment of any principal amounts of
                                        the loans when due; nonpayment of any
                                        interest, fees, or other amounts within
                                        five (5) days of the due date thereof.

                                   (2)  Breach of any financial covenant,
                                        negative covenant, or reporting
                                        requirement.

                                   (3)  Breach of any other covenant or
                                        obligation in any loan document which
                                        remains uncured for 10 days after the
                                        earlier of (i) an Execution Officer of
                                        Borrower's obtaining actual knowledge
                                        thereof or (ii) written notice thereof
                                        having been given to the Borrower.

                                   (4)  Any representation, warranty, or
                                        statement shall be untrue or incorrect
                                        in any material respect.

                                   (5)  Failure of the Borrower or any
                                        subsidiary to make payments on any debt
                                        exceeding $100,000 in the aggregate, or
                                        breach of any covenant contained in any
                                        agreement relating to such indebtedness
                                        causing or permitting the acceleration
                                        of such indebtedness.

                                   (6)  The Borrower or any Subsidiary shall
                                        file, or shall have filed against it and
                                        not dismissed within 60 days, any
                                        bankruptcy or other insolvency
                                        proceeding.

                                   (7)  Incurrence of any liability or potential
                                        liability under any employee benefit
                                        plan that would have a material adverse
                                        effect on the Borrower and its
                                        subsidiaries.

                                   (8)  Any final judgement in excess of
                                        $100,000 or otherwise having a material
                                        adverse effect shall be rendered against
                                        the Borrower or any subsidiary, which
                                        judgement stays in effect for 60 days
                                        without being stayed or deferred or
                                        after the

                                     -15-
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LAW COMPANIES GROUP, INC.
--------------------------------------------------------------------------------

                                         expiration of such stay, such judgment 
                                         is not discharged or provided for.

                                   (9)   An occurrence of a change of control of
                                         Law. For purposes of this section,
                                         "change of control" shall mean that any
                                         entity or related group of entities
                                         shall obtain the beneficial ownership,
                                         or power to vote securities, of more
                                         than 25% of the outstanding securities
                                         of Law with the ability to vote for the
                                         election of the Board of Directors.


                                   (10)  An occurrence of a change in
                                         management. For purposes of this
                                         section "change of management" shall
                                         mean of change in personnel of any of a
                                         defined group of Executive Officers of
                                         Borrower to personnel not having equal
                                         or better qualifications, financial
                                         acumen, management skills, and standing
                                         in the industry, as the existing
                                         personnel have.


PARTICIPATIONS
AND ASSIGNMENTS:                   Assignments to other banks and financial
                                   institutions of credit facility will be
                                   permitted. An administrative fee of $3,000
                                   shall be due and payable to the Agent upon
                                   the occurrence of any assignment payable by
                                   the assigned bank.

                                   Participations to other banks and financial
                                   institutions will be permitted. Such
                                   participation will not release the selling
                                   Lender from its obligations with respect to
                                   the credit facility, and the Borrower shall
                                   be promptly notified in writing of any such
                                   participation.

REQUIRED
LENDERS:                           Lenders holding 72% of the initial
                                   outstanding commitments for the Domestic
                                   Facility, the BGI Facility and the
                                   International Facility.
 
INDEMNIFICATION:                   The Borrower shall pay all reasonable costs
                                   and expenses of the Agent, the International
                                   Collateral Agent and all other Lenders in
                                   connection with the credit facility,
                                   including, without limitation, all reasonable
                                   fees and expenses of special counsel to the
                                   Agent, International Collateral Agent, and
                                   each Lender. The Borrower shall indemnify the
                                   Agent and each Lender against all costs,
                                   losses, liabilities, damages, and expenses
                                   incurred by them in connection with any
                                   investigation, litigation, or other
                                   proceedings relating to the credit facility,
                                   except for instances of negligence or willful
                                   misconduct on the part of the indemnified
                                   party.


GOVERNING LAW:                     State of Georgia.

                                     -16-












    
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                                 PRICING GRID

--------------------------------------------------------------------------------
  SENIOR FUNDED     DOMESTIC BANK    INTERNATIONAL    COMMITMENT    DOMESTIC
  DEBT/EBITDA       BASE RATE        FUNDING          FEE           LETTER OF
                    SPREAD           SPREAD                         CREDIT FEE
--------------------------------------------------------------------------------
greater than 1.75   1.50%            3.50%            .50%          1.50%
--------------------------------------------------------------------------------
greater than 1.25 
and less than or 
equal to 1.75       1.00%            3.00%            .50%          1.25%
--------------------------------------------------------------------------------
greater than 1.00
and less than or
equal to 1.25       .50%             2.50%            .375%         1.25%
--------------------------------------------------------------------------------
less than or
equal to 1.00       -0-              2.00%            .25%          1.00%
--------------------------------------------------------------------------------

Interest rates under the Domestic Credit Facility and the International 
Revolving Facility and the Commitment Fee on the average unused portion of the 
Domestic Credit Facility and the International Revolving Facility shall be tied 
to the Senior Funded Debt/EBITDA ratio, calculated at the end of each quarter.

Commissions on the International BGI Facility shall be as follows:

Sterling Equivalent of
the Outstanding Amount
of the Bank Guarantee                       Percentage Commission

up to (pounds) 50,000                       2.50% per annum

up to (pounds) 250,000                      2.50% on the first (pounds) 50,000
                                            and 2.00% on the balance

above (pounds) 250,000                      2.50% on the first (pounds) 50,000
                                            2.00% on the next (pounds) 250,000
                                            1.75% on the balance

                                     -17-

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                                  SCHEDULE A

                             SELECTED DEFINITIONS
                             --------------------

               SENIOR FUNDED DEBT shall mean Consolidated Senior Funded Debt.

               BANKS shall mean SunTrust Bank, Atlanta, Barclays Bank PLC and
National Bank of Canada.

               BASE RATE shall mean the higher of i) the rate which STBA 
announces from time to time as its prime lending rate, as in effect from time to
time, and (ii) the Federal Funds rate, as in effect from time to time, plus one-
half of one percent (1/2%) per annum (any changes in such rates to be effective
as of the date of any change in such rate). The STBA prime lending rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. STBA may make commercial loans or other loans
at rates of interest at, above, or below the STBA prime lending rate.

               CAPITALIZATION shall mean the sum of Shareholder's plus TOTAL 
FUNDED DEBT.

               EBITDA shall mean, for any fiscal period of the Borrower, an 
amount equal to the sum of Consolidated EBIT plus (I) depreciation and 
amortization expenses to the extent deducted in determining such Consolidated 
EBIT as determined on a consolidated basis in accordance with GAAP, and (ii) the
historical Consolidated EBITDA of any Person for such period which accrued prior
to the date such Person became a Subsidiary of the Borrower or was merged into 
or consolidated with the Borrower or any of its Subsidiaries or such Person's 
assets were acquired by the Borrower or any of its Subsidiaries (and the 
underlying records of such Person shall be audited to the extent the Borrower is
required pursuant to Regulation S-X of the SEC to present audited financial 
information for such Person in documents filed by it with the SEC).

               FIXED CHARGES shall mean consolidated interest expense for the 
period of determination (including both capitalized and non-capitalized interest
and the interest component of Capital Leases), plus consolidated current 
maturities of long term debt, plus cash taxes and the Georgetown Steel Payment.

               FUNDED DEBT shall mean all indebtedness for money borrowed, 
purchase money mortgages, capitalized leases, outstandings under asset 
securitization vehicles, conditional sales contracts and similar title retention
debt instruments, including any current maturities of such indebtedness, which 
by its terms matures more than one year from the date of any calculation thereof
and/or which is renewable or extendable at the option of the obligor to a date 
beyond one year from such date.

                                     -18-
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LAW COMPANIES GROUP, INC.
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                         INTEREST PERIOD shall mean with respect to LIBOR 
advances, the period of 1, 2, 3, or 6 months selected by the Borrower pursuant 
to the terms of the credit facility and subject to customary adjustments in
duration.

                         LIBOR shall mean the cost of sterling deposits (being 
the rate at which Barclays Bank PLC is offering to prime banks in the London 
Interbank Market at or about 11:00 a.m. (London time) on the first day of the 
relevant Interest Period for delivery on that day, sterling deposits of an 
amount comparable to the amount of the relevant amount upon which interest is 
being calculated for a period equal to the Interest Period.)

                                     -19-