<PAGE>


                                                                    EXHIBIT 10.1



                THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT
                                       AND
                 FIRST AMENDMENT TO COLLATERAL PLEDGE AGREEMENT


     This Amendment, dated as of March 30, 2001, is made by and among LUMINANT
WORLDWIDE CORPORATION, a Delaware corporation, LWC OPERATING CORP., a Delaware
corporation, LWC MANAGEMENT CORP., a Delaware corporation, POTOMAC I HOLDINGS,
INC., a Delaware corporation, MULTIMEDIA I HOLDINGS, INC., a Delaware
corporation, RSI GROUP, INC., a Texas corporation, ALIGN SOLUTIONS CORP., a
Delaware corporation, POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC, a Delaware
limited liability company, MULTIMEDIA RESOURCES, LLC, a New York limited
liability company, INTERACTIVE8, INC., a New York corporation, BD ACQUISITION
CORP., a Delaware corporation, RESOURCE SOLUTIONS INTERNATIONAL, LLC, a Texas
limited liability company, INTEGRATED CONSULTING, INC., a Texas corporation,
FREE RANGE MEDIA, INC., a Washington corporation, ALIGN-FIFTH GEAR ACQUISITION
CORPORATION, a Delaware corporation, and ALIGN-SYNAPSE ACQUISITION CORPORATION,
a Texas corporation (collectively, the "Borrowers" and each a "Borrower"), and
WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation, (the "Lender").


                                    RECITALS

     The Borrowers and the Lender have entered into a Credit and Security
Agreement dated as of April 5, 2000 as amended by a First Amendment to Credit
and Security Agreement dated as of August 31, 2000, a letter amendment dated as
of September 21, 2000, and a Second Amendment to Credit and Security Agreement
dated as of December 28, 2000 (as amended to date, the "Credit Agreement").

     Parent Borrower executed and delivered the Pledge Agreement on December 28,
2000, thereby subjecting its general brokerage account no. 12624854, to which
the Pledged Securities had been credited, to a security interest in favor of the
Lender. Contemporaneously, with the consent of Parent Borrower, the Lender
notified Wells Fargo Brokerage Services, LLC (the "Brokerage") that the account
was subject to the Lender's security interest, and the Brokerage agreed to
comply with buy, sell and withdrawal orders initiated by the Lenderand permitted
under the terms of the Pledge Agreement.

     The Borrowers have requested that the Lender agree to waive certain Events
of Default and that certain amendments be made to the Credit Agreement. The
Lender wishes to clarify and confirm certain matters in connection with the
Pledge Agreement. Accordingly, the parties have agreed to amend the Credit
Agreement and the Pledge Agreement in the manner set forth herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the receipt and sufficiency of which
are hereby acknowledged, it is agreed as follows:

          1. DEFINED TERMS. Capitalized terms used in this Amendment which are
     defined



                                      -20-
<PAGE>

     in the Credit Agreement shall have the same meanings as defined therein,
     unless otherwise defined herein. In addition, Section 1.1 of the Credit
     Agreement is amended by adding or amending, as the case may be, the
     following definitions:

          "'Fixed Charge Coverage' means as of any date, EBITDA LESS the sum of
     (a) principal payments on Permitted Indebtedness, (b) unfinanced Capital
     Expenditures, (c) cash payments of Contingent Consideration, (d) reductions
     in the Borrowers' reserves for bad debt, and (e) collections with respect
     to accounts receivable charged off in prior periods, in each case, for the
     calendar year-to-date period ending on such date on a consolidated basis."

          "'Permitted Indebtedness' means indebtedness permitted under Section
     7.2."

          "'Pledged Securities' means those Qualified Pledged Securities and
     other securities owned by certain of the Borrowers, subject to the Pledge
     Agreement."

          "'Qualified Pledged Securities' means any securities owned by any
     Borrower that evidence obligations of the United States government or
     securities owned by the Borrowers that are rated "A-1" by Standard & Poors
     Corporation or "P-1" by Moody's Investors Service, and are pledged to the
     Lender under the Pledge Agreement."

          2. LANDLORD LETTER OF CREDIT. Wells Fargo Bank, National Association
     ("Wells Fargo Bank") has issued Letter of Credit No. NZS337627, dated
     November 12, 1999, in favor of 114 West 26th Street Associates, L.P. and
     for the account of Parent Borrower (the "Existing Credit"). Parent Borrower
     has granted a security interest in its account no. 11710282 to secure the
     obligation to reimburse Wells Fargo Bank for draws under the Existing
     Credit. Parent Borrower has requested that the Lender cause an Issuer to
     issue a Letter of Credit to replace the Existing Credit (such new Letter of
     Credit being referred to herein as the "Landlord Letter of Credit"). The
     advantages to Parent Borrower will be (i) that the Landlord Letter of
     Credit can be in a lesser face amount than the Existing Credit, and (ii)
     that Parent Borrower will be able to consolidate all of its investment
     property into its account no. 12624854 maintained with the Brokerage.
     Accordingly, the Lender and Parent Borrower hereby agree to cooperate with
     one another in order to accomplish the following necessary steps as soon as
     possible, but in no event later than April 30, 2001: (A) obtain the
     agreement of 114 West 26th Street Associates, L.P. to accept the Landlord
     Letter of Credit in substitution for the Existing Credit; (B) cause an
     Issuer to issue the Landlord Letter of Credit; (C) cause Wells Fargo Bank
     to cancel the Existing Credit; and (D) transfer all of the financial assets
     in Parent Borrower's account no. 11710282 into its account no. 12624854
     maintained with the Brokerage, whereupon such assets shall be subject to
     the security interest created under the Pledge Agreement. By way of
     clarification, the Landlord Letter of Credit shall be a "Letter of Credit"
     as such term is defined in the Credit Agreement.

          3. AMENDMENTS TO PLEDGE AGREEMENT, ETC. The Pledge Agreement is hereby
     amended as follows:

     (a)  The Debtor's correct name in the heading is "Luminant Worldwide
          Corporation."

     (b)  The correct description of property owned by the Debtor and held by
          the Secured Party is "General Brokerage Account at Wells Fargo
          Brokerage Services, LLC, titled Luminant Worldwide Corporation account
          # 12624854, together with all rights in connection with such property
          (herein called the "Collateral")."

     (c)  Section 2(a) is hereby amended in it entirety to be and read as
          follows:


                                      -21-
<PAGE>

               "(a) Debtor will join with Secured Party in taking any action
          reasonably required by Secured Party and consistent with the terms
          herein in order to perfect the Security Interest and protect the
          rights and priorities of the Secured Party with respect to the
          Collateral."

Parent Borrower hereby confirms that the existing agreement between the Lender
and the Brokerage was made with its consent, and agrees that it will, if
requested, join with the Lender in executing any instructions to or agreements
with the Brokerage in accordance with revised section 2(a) of the Pledge
Agreement.

          4. FINANCIAL COVENANTS. Sections 6.12, 6.13, 6.14 and 7.11 of the
     Credit Agreement are hereby amended in their entirety to read as follows:

          "Section 6.12 - RESERVED."

          "Section 6.13 - RESERVED."

          "Section 6.14 MINIMUM FIXED CHARGE COVERAGE. The Borrowers will
     collectively maintain at all times during each period set forth below,
     Fixed Charge Coverage of not less than the amount set forth opposite such
     period (negative numbers are indicated by parentheses):

<TABLE>
<CAPTION>
                        PERIOD                     MINIMUM FIXED CHARGE COVERAGE
                        ------                     -----------------------------

<S>                                                          <C>
         January 1, 2001 through March 30, 2001              $(2,500,000)

          March 31, 2001 through June 29, 2001               ($3,000,000)

        June 30, 2001 through September 29, 2001             ($2,500,000)

      September 30, 2001 through December 30, 2001           ($2,000,000)

                    December 31, 2001                         $1,000,000

         January 1, 2002 through March 30, 2002              ($1,000,000)

                     March 31, 2002                          ($1,000,000)"
</TABLE>

          "Section 7.11 CAPITAL EXPENDITURES. The Borrowers will not incur or
     contract to incur Capital Expenditures of more than $4,500,000 during the
     fiscal year ending on December 31, 2001, and not more than $1,500,000
     during the period from January 1, 2002 through March 31, 2002."

          5. ACQUISITIONS. Section 7.8 of the Credit Agreement is amended to
     read as follows:

          "Section 7.8 CONSOLIDATION AND MERGER; ASSET ACQUISITIONS. Without the
     prior written consent of the Lender, no Borrower will, nor will it permit
     any controlled Affiliate to, consolidate with or merge into any Person, or
     permit any other Person to merge into it, or acquire (in a transaction
     analogous in purpose or effect to a consolidation or merger) all or
     substantially all the assets of any other Person."

          6. EVENTS OF DEFAULT. Section 8.1 of the Credit Agreement is amended
     by deleting the word "or" at the end of subjection (n), changing the final
     period in subjection (o) to "; or" and adding the following new subjection
     (p):


                                      -22-
<PAGE>

          "(p) The aggregate market value of Qualified Pledged Securities as of
     the close of business on any Banking Day shall be less than $7,500,000
     prior to issuance of the Landlord Letter of Credit or less than $7,800,000
     upon or following issuance of the Landlord Letter of Credit.

          7. COMPLIANCE CERTIFICATE. Exhibit B to the Credit Agreement is
     replaced by Exhibit A to this Amendment.

          8. NO OTHER CHANGES. Except as explicitly amended by this Amendment,
     all of the terms and conditions of the Credit Agreement shall remain in
     full force and effect and shall apply to any advance or letter of credit
     thereunder.

          9. WAIVER OF DEFAULTS. The Borrowers are in default of Section 6.1(b)
     of the Credit Agreement which requires the Borrowers to deliver to the
     Lender certain financial reports and a compliance certificate within 30
     days after the end of each month that is not a quarter end. The Lender did
     not receive such reports and certificate for the month ended January 31,
     2001, and the Borrowers have indicated to the Lender that the reports and
     certificate for the month ended February 28, 2001, will be delivered late.
     The Lender agrees to waive these Events of Default provided it receives all
     such reports before April 30, 2001. This waiver shall be effective only in
     this specific instance and for the specific purpose for which it is given,
     and this waiver shall not entitle the Borrowers to any other or further
     waiver in any similar or other circumstances. As of the date hereof, the
     Lender has no knowledge of any Defaults or Events of Default other than the
     Events of Default expressly set forth herein.

          10. CONDITIONS PRECEDENT. This Amendment, and the waiver set forth in
     Paragraph 9 hereof, shall be effective when the Lender shall have received
     an executed original hereof, together with such other matters as the Lender
     may reasonably require; provided that Lender shall forward to Borrowers
     written confirmation when all of the conditions precedent in this paragraph
     have been satisfied.

          11. REPRESENTATIONS AND WARRANTIES. The Borrowers hereby represent and
     warrant to the Lender as follows:

          (a) The Borrowers have all requisite power and authority to execute
     this Amendment and to perform all of their obligations hereunder, and this
     Amendment has been duly executed and delivered by the Borrowers and
     constitutes the legal, valid and binding obligation of the Borrowers,
     enforceable in accordance with its terms, except as enforceability may be
     limited by applicable bankruptcy, insolvency, fraudulent conveyance,
     reorganization, moratorium or similar laws affecting creditors' rights
     generally and by general equitable principles.

          (b) The execution, delivery and performance by the Borrowers of this
     Amendment have been duly authorized by all necessary corporate or limited
     liability company action and do not (i) require any authorization, consent
     or approval by any governmental department, commission, board, bureau,
     agency or instrumentality, domestic or foreign, (ii) violate any provision
     of any law, rule or regulation or of any order, writ, injunction or decree
     presently in effect, having applicability to the Borrowers, or the articles
     of incorporation, by-laws or comparable organizational documents of the
     Borrowers, or (iii) result in a breach of or constitute a default under any
     indenture or loan or credit agreement or any other agreement, lease or
     instrument to which any Borrower is a party or by which it or its
     properties may be bound or affected

          (c) All of the representations and warranties contained in Article V
     of the Credit Agreement are correct in all material respects on and



                                      -23-
<PAGE>

     as of the date hereof as though made on and as of such date, except to the
     extent that such representations and warranties relate solely to an earlier
     date.

          12. REFERENCES. All references in the Credit Agreement to "this
     Agreement" shall be deemed to refer to the Credit Agreement as amended
     hereby; and any and all references in the Security Documents to the Credit
     Agreement shall be deemed to refer to the Credit Agreement as amended
     hereby.

          13. NO OTHER WAIVER. Except as set forth in Paragraph 9 hereof, the
     execution of this Amendment and acceptance of any documents related hereto
     shall not be deemed to be a waiver of any Default or Event of Default under
     the Credit Agreement or breach, default or event of default under any
     Security Document or other document held by the Lender, whether or not
     known to the Lender and whether or not existing on the date of this
     Amendment.

          14. RELEASE. Each Borrower hereby absolutely and unconditionally
     releases and forever discharges the Lender, and any and all participants,
     parent corporations, subsidiary corporations, affiliated corporations,
     insurers, indemnitors, successors and assigns thereof, together with all of
     the present and former directors, officers, agents and employees of any of
     the foregoing, from any and all claims, demands or causes of action of any
     kind, nature or description, whether arising in law or equity or upon
     contract or tort or under any state or federal law or otherwise, which that
     Borrower has had, now has or has made claim to have against any such person
     for or by reason of any act, omission, matter, cause or thing whatsoever
     arising from the beginning of time to and including the date of this
     Amendment, whether such claims, demands and causes of action are matured or
     unmatured or known or unknown.

          15. COSTS AND EXPENSES. The Borrowers hereby reaffirm their agreement
     under the Credit Agreement to pay or reimburse the Lender on demand for all
     costs and expenses incurred by the Lender in connection with the Credit
     Agreement, the Security Documents and all other documents contemplated
     thereby, including without limitation all reasonable fees and disbursements
     of legal counsel. Without limiting the generality of the foregoing, the
     Borrowers specifically agree to pay all reasonable fees and disbursements
     of counsel to the Lender for the services performed by such counsel in
     connection with the preparation of this Amendment and the documents and
     instruments incidental hereto. The Borrowers hereby agree that the Lender
     may, at any time or from time to time in its sole discretion and without
     further authorization by the Borrowers, make an Advance to the Borrowers
     under the Credit Agreement, or apply the proceeds of any Advance, for the
     purpose of paying any such fees, disbursements, costs and expenses.

          16. MISCELLANEOUS. This Amendment may be executed in any number of
     counterparts, each of which when so executed and delivered shall be deemed
     an original and all of which counterparts, taken together, shall constitute
     one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.


<TABLE>
<CAPTION>
WELLS FARGO BUSINESS CREDIT, INC.                            LUMINANT WORLDWIDE CORPORATION

<S>                                                          <C>
By  /s/ THOMAS J. KRUEGER                                    By /s/ JAMES R. COREY
     Its Vice President                                           Its Chief Executive Officer and President
</TABLE>



                                      -24-
<PAGE>

<TABLE>
<CAPTION>
<S>                                                          <C>
LWC OPERATING CORP.                                          LWC MANAGEMENT CORP.
By  /s/ JAMES R. COREY                                       By   /s/ JAMES R. COREY
     ---------------------------------                            ---------------------------------

POTOMAC I HOLDINGS, INC.                                     MULTIMEDIA I HOLDINGS, INC.
By  /s/ JAMES R. COREY                                       By   /s/ JAMES R. COREY
     ---------------------------------                            ---------------------------------

RSI GROUP, INC.                                              ALIGN SOLUTIONS CORP.
By   /s/ JAMES R. COREY                                      By   /s/ JAMES R. COREY
     ---------------------------------                            ---------------------------------

POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC                  MULTIMEDIA RESOURCES, LLC
By   /s/ JAMES R. COREY                                      By   /s/ JAMES R. COREY
     ---------------------------------                            ---------------------------------

INTERACTIVE8, INC.                                           BD ACQUISITION CORP.
By   /s/ JAMES R. COREY                                      By   /s/ JAMES R. COREY
     ---------------------------------                            ---------------------------------

RESOURCE SOLUTIONS INTERNATIONAL, LLC                        INTEGRATED CONSULTING, INC.
By   /s/ JAMES R. COREY                                      By  /s/ JAMES R. COREY
     ---------------------------------                            ---------------------------------

FREE RANGE MEDIA, INC.                                       ALIGN-FIFTH GEAR ACQUISITION CORPORATION
By   /s/ JAMES R. COREY                                      By  /s/ JAMES R. COREY
     ---------------------------------                            ---------------------------------

ALIGN-SYNAPSE ACQUISITION
CORPORATION
By   /s/ JAMES R. COREY
     ---------------------------------
</TABLE>



                                      -25-
<PAGE>

                                                Exhibit A to Third Amendment to
                                                Credit and Security Agreement

                                                Exhibit B to Credit and Security
                                                Agreement

                             COMPLIANCE CERTIFICATE

To:                Thomas J. Krueger
                   Wells Fargo Business Credit, Inc.

Date:              __________________, 2001

Subject:       Luminant Worldwide Corporation, LWC Operating Corp., LWC
               Management Corp., Potomac I Holdings, Inc., Multimedia I
               Holdings, Inc., RSI Group, Inc., Align Solutions Corp., Potomac
               Partners Management Consulting, LLC, Multimedia Resources, LLC,
               Interactive8, Inc., BD Acquisition Corp., Resource Solutions
               International, LLC, Integrated Consulting, Inc., Free Range
               Media, Inc., Align-Fifth Gear Acquisition Corporation, and
               Align-Synapse Acquisition Corporation

                              Financial Statements

     In accordance with our Credit and Security Agreement dated as of April 5,
2000, as amended (as amended, the "Credit Agreement"), attached are the
consolidated financial statements of Luminant Worldwide Corporation (the "Parent
Borrower") as of and for ________________, 200__ (the "Reporting Date") and the
year-to-date period then ended (the "Current Financials"). All terms used in
this certificate have the meanings given in the Credit Agreement.

     I certify that the Current Financials have been prepared in accordance with
GAAP, subject to year-end audit adjustments (and with respect to all Current
Financials which are interim financials, except for the absence of footnotes),
and fairly present the Borrowers' financial condition and the results of its
operations as of the date thereof.

          EVENTS OF DEFAULT. (Check one):

     |_|  The undersigned does not have knowledge of the occurrence of a Default
          or Event of Default under the Credit Agreement.

     |_|  The undersigned has knowledge of the occurrence of a Default or Event
          of Default under the Credit Agreement not previously reported in
          writing to the Lender and attached hereto is a statement of the facts
          with respect to thereto. The Borrowers acknowledge that pursuant to
          Section 2.13(d) the Lender may impose the Default Rate at any time
          during the resulting Default Period.

          FINANCIAL COVENANTS. I further hereby certify as follows:

          1. MINIMUM FIXED CHARGE COVERAGE. Pursuant to Section 6.14 of the
     Credit Agreement, for the year-to-date period ending on the Reporting Date,
     the Borrowers' Fixed Charge Coverage was $_______________ which |_|
     satisfies |_| does


<PAGE>

     not satisfy the requirement that such amount be not less than
     $________________ for such period as set forth in the table below (negative
     numbers are indicated by parentheses):


<TABLE>
<CAPTION>
                     PERIOD                        MINIMUM FIXED CHARGE COVERAGE
                     ------                        -----------------------------
<S>                                                         <C>
      January 1, 2001 through March 30, 2001                $(2,500,000)

       March 31, 2001 through June 29, 2001                 ($3,000,000)

     June 30, 2001 through September 29, 2001               ($2,500,000)

   September 30, 2001 through December 30, 2001             ($2,000,000)

                 December 31, 2001                           $1,000,000

      January 1, 2002 through March 30, 2002                ($1,000,000)

                  March 31, 2002                            ($1,000,000)"
</TABLE>

               2. CAPITAL EXPENDITURES. Pursuant to Section 7.11 of the Credit
          Agreement, for the year-to-date period ending on the Reporting Date,
          the Borrowers have expended or contracted to expend for Capital
          Expenditures, $__________________ in the aggregate which |_| satisfies
          |_| does not satisfy the requirement that such expenditures not exceed
          $4,500,000 in the aggregate during the fiscal year ending December 31,
          2001, or $1,500,000 in the aggregate during the period from January 1,
          2002 to March 31, 2002.

Attached hereto are all relevant facts in reasonable detail to evidence, and the
computations of the financial covenants referred to above. These computations
were made in accordance with GAAP.




                                              LUMINANT WORLDWIDE CORPORATION
                                              By ____________________________

                                              Its Chief Financial Officer
M1:732310.07


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