<PAGE>

                                 EXHIBIT 10.34
 
                      First Amendment to Waiver Agreement
                      -----------------------------------

     This First Amendment to Waiver Agreement (hereinafter referred to as this
 Agreement) is made and entered into this 24th day of December 1996, by and
 among South Trust Bank of Georgia, N.A. ("Lender"); Law Engineering and
 Environmental Services, Inc., formerly known as Law Environmental, Inc.
 ("Lessee"); Law Companies Group, Inc. ("Group"); and certain of Group's
 subsidiaries executing this Agreement.


                            STATEMENT OF BACKGROUND
                            -----------------------

     Lessee, Group, Lender, and Flecboa, Inc. ("Lessor") have heretofore entered
into that certain Participation Agreement (the "Participation Agreement") dated 
as of November 2, 1994, with respect to the development of an office building in
Pensacola, Florida. Pursuant to the Participation Agreement, Lessor and Lender 
have entered into that certain Loan and Security Agreement dated as of November 
2, 1994, Group and certain of its subsidiaries have executed a joint and several
Guaranty, dated November 2, 1994, in favor of Lender, and Lessor and Lessee have
entered into that certain Lease and Development Agreement providing for the 
construction and lease of the office building in pensacola, Florida.

     In addition, the parties hereto are party to certain Waiver Agreement 
entered into on September 15, 1995 (the "Waiver Agreement"). In order to induce 
Lender, SunTrust Bank, Atlanta, National Bank of Canada and Barclays Bank PLC 
to take certain actions in connection with certain assignments and other 
matters, and for other good and valuable consideration, the parties hereto 
desire to amend the Waiver Agreement as hereinafter specified.


                                   AGREEMENT
                                   ---------

     1.   Definitions. Capitalized terms not other defined herein shall have the
          ------------
meaning or meanings ascribed to them in Waiver Agreement.


     2.   Amendments.
          -----------

     a.   Section 5.2 of the Waiver Agreement is hereby deleted in its entirety 
          and replaced with the following:













<PAGE>
 
          "5.2 Commitment to Take Out Lender.
               ------------------------------

          Notwithstanding anything to the contrary appearing in the Operative 
     Documents, on or before June 2, 1997, all of Lender's interests in the
     Loans and Operative Documents shall be purchased for cash in full at par,
     with payment of all accrued and unpaid interest and other unpaid and owing
     fees and expenses, and, if not so purchased and paid, such event shall
     constitute an Event of Default under each of the Operative Documents, and a
     Termination Event under this Agreement. Upon such Event of Default, or the
     occurrence of any Event of Default caused by non-payment of any monetary
     obligation (which is not cured upon five days written notice), Lender shall
     be free to exercise any and all rights and remedies available under the
     Operative Documents or at law or in equity, with each of the Borrowing
     Parties acknowledging that lender is no longer bound by, or subject to, the
     Intercreditor Agreement or Loss Sharing Agreement, each dated October 11,
     1995, by and among lender and certain other parties."

     b.   Section 8.5 of the Waiver Agreement is hereby deleted it in its 
          entirety and replaced with the following:

          "8.5 Fees and Expenses. On or before December 27, 1996, Lessee will 
               -----------------
     pay all legal fees and expenses of Lender incurred in connection with the
     Operative Documents since the signing Date (as defined in the Waiver
     Agreement)."

     3.   General Terms. Except for the amendments to the Waiver Agreement 
          -------------
provided for in this Agreement, the terms of the Waiver Agreement shall continue
unamended and remain in full force and effect. This Agreement shall be governed 
by the laws of the State of Georgia. This Agreement may be executed in any 
number of counterparts and by different parties hereto on separate counterparts,
each of which, when so executed and delivered, shall be an original, but all 
such counterparts shall together constitute one and the same instrument.


                                   Page -2-
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto, by and through their duly
     authorized officers, have agreed or consented to this First Amendment to
     Waiver Agreement by signing below under seal as of the day and year first
     above written.

                                        SOUTHTRUST BANK OF GEORGIA, N.A.

                                        BY: /s/ William P. Carroll
                                            -----------------------------------
                                        ITS: Vice President
                                            ----------------------------------

LAW ENGINEERING AND                          LAW COMPANIES GROUP, INC.
ENVIROMENTAL SERVICES, INC.

BY: /s/ Bruce C. Coles                       BY: /s/ Bruce C. Coles
    -----------------------                      ------------------------------
ITS: President                               ITS: Chairman & CEO
    ----------------------                       -----------------------------

LAW INTERNATIONAL, INC.                      ENSITE, INC.

BY: /s/ Bruce C. Coles                       BY: /s/ Bruce C. Coles
    -----------------------                      ------------------------------
ITS: Authorized Signatory                    ITS: Authorized Signatory
    ----------------------                       -----------------------------

GIBB INTERNATIONAL                           LAW/CRANDALL, INC.
  HOLDINGS, INC.

BY: /s/ Bruce C. Coles                        BY: /s/ Bruce C. Coles
    -----------------------                       ------------------------------
ITS: Authorized Signatory                    ITS: Authorized Signatory
    ----------------------                       -----------------------------