AMENDMENT NO. 2 TO CREDIT AGREEMENT


PREAMBLE:  THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT,  dated as of March 10, 2000
("the Amendment"),  is made by and among LAWGIBB GROUP, INC.,  formerly known as
Law Companies Group,  Inc., a corporation  organized under the laws of the State
of Georgia,  United  States  ("LCGI"),  as  Borrowers'  Representative  and as a
Guarantor;  LAW  ENGINEERING  AND  ENVIRONMENTAL  SERVICES,  INC., a corporation
organized  under  the  laws  of the  State  of  Georgia,  United  States  ("U.S.
Borrower"),  and GIBB LTD,  a  company  organized  under the laws of the  United
Kingdom  ("International  Borrower";  the  International  Borrower  and the U.S.
Borrower sometimes hereinafter called, collectively,  herein the "Borrowers" or,
individually, a "Borrower"), as Borrowers; LAW ENVIRONMENTAL CONSULTANTS,  INC.,
a corporation  organized  under the laws of the State of Georgia,  United States
("LECI"), LAW INTERNATIONAL, INC., a corporation organized under the laws of the
State of Georgia,  United States ("LII"), GIBB INTERNATIONAL  HOLDINGS,  INC., a
corporation  organized under the laws of the State of Delaware ("GIH"), and GIBB
HOLDINGS  LTD., a  corporation  organized  under the laws of the United  Kingdom
("GHL";  GHL,  GIH,  LII and LECI,  together  with other  Subsidiaries  becoming
Guarantors  hereafter  pursuant to the operation and effect of Section 7.15, are
sometimes  hereinafter called,  collectively,  the "Subsidiary  Guarantors" and,
individually,  a  "Subsidiary  Guarantor"),  as additional  Guarantors;  BANK OF
AMERICA,  N.A., a national banking  association  organized under the laws of the
United  States  ("BOA")  (the  successor to Bank of America  National  Trust and
Savings Association), acting individually and through its London Branch (in such
latter  capacity,  BOA is sometimes  called  herein,  "BOAL"),  as Issuing Bank,
Overdraft Bank,  International Agent and a Lender; BOA (the successor to Bank of
America,  FSB), as U.S. Agent and a Lender; and any other financial institutions
party hereto from time to time (herein sometimes called, collectively,  together
with BOA and BOAL, the "Lenders" or, individually,  a "Lender"), as Lenders; for
the  purpose of setting  forth  certain  modifications  and  amendments  to that
certain  Credit  Agreement,  dated as January 15,  1998,  among the  above-named
parties (as amended  pursuant to an Amendment No. 1 to Credit Agreement dated as
of October 16, 1998 ("First  Amendment"),  hereinafter referred to herein as the
"Credit Agreement"), to which said parties have agreed.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.  Definitions.  Capitalized  terms used herein,  but not  otherwise  expressly
defined  herein,  shall  have the  meanings  given to such  terms in the  Credit
Agreement.

2.  Amendments.  (a)  Maturity  Date.  Responsive  to the request of  Borrowers'
Representative,  made  in  writing  to the  U.S.  Agent  on a  timely  basis  in
accordance with the procedures set forth in the definition of "Maturity Date" in
Section 1.1 of the Credit Agreement, the Lenders hereby extend the Maturity Date
by one (1) year, that is, to January 15, 2003.


(b) Revolving Loan Amount. The "Revolving Loan Amount" definition,  set forth in
Section  1.1 of the  Credit  Agreement,  is hereby  deleted,  and the  following
revised definition of "Revolving Loan Amount" is set forth in lieu thereof:

"Revolving   Loan  Amount"  means  the  sum  of  Fifty-Eight   Million   Dollars
($58,000,000), reducing to Forty-Eight Million Dollars ($48,000,000),  effective
on  January  1, 2001;  and  reducing  further  to  Forty-Three  Million  Dollars
($43,000,000), effective on January 1, 2002.

(c) Mandatory Reduction of Commitments. The dates "January 1, 2000" and "January
1, 2001," set forth in Section 2.7 of the Credit  Agreement (as amended pursuant
to the First Amendment), at clauses (i) and (ii), respectively,  thereof, in the
first sentence thereof, shall be amended to read, instead, "January 1, 2001" and
"January 1, 2002," respectively.

(d) Acquisitions.  The words and figures "Two Million Dollars  ($2,000,000)" and
"Seven Million Five Hundred Thousand Dollars  ($7,500,000)" set forth in Section
8.5 of the  Credit  Agreement,  at  subclauses  (iv)(A)  and (B),  respectively,
thereof,  shall be amended to read, instead, "Ten Million Dollars ($10,000,000)"
and "Twenty Million Dollars ($20,000,000)".

(e)  Indebtedness.  (i) The words and  figure  "Five  Hundred  Thousand  Dollars
($500,000)"  set forth in  Section  8.6 of the Credit  Agreement,  at clause (h)
thereof,   shall  be  amended  to  read,   instead,   "Three   Million   Dollars
($3,000,000)".

(ii) The word "and" is hereby  deleted at the end of  subsection  (h) of Section
8.6,  subsection (i) of Section 8.6 is hereby  re-lettered to become  subsection
(j), the reference to subsection  (h) in  re-lettered  subsection  (j) is hereby
changed to a reference to  subsection  (i) and the following  subsection  (i) is
inserted therein:

(i)  Indebtedness  evidenced by the "Dividend Note", as defined in the Amendment
No.2 to Credit  Agreement,  dated as of March 10, 2000, among the parties to the
Credit Agreement; and

(f) Contingent Obligations.  The words and figure "Five Hundred Thousand Dollars
($500,000)" set forth in Section 8.9 of the Credit Agreement,  at subsection (c)
thereof, shall be amended to read instead "Five Million Dollars ($5,000,000)".

(g) Restricted Payments.  Section 8.11 of the Credit Agreement is hereby amended
by adding the following new clauses (d) and (e) at the end of such Section:

(d) LCGI may  purchase  or redeem  shares of its  Capital  Stock as  required to
maintain  compliance  with ERISA and pursuant to provisions of the Law Companies
Group, Inc. 401k Savings Plan.

(e) Provided no Event of Default exists or would result therefrom, LCGI may make
payment for the vested portion of terminated employees'  "in-the-money"  options
to acquire Capital Stock of LCGI pursuant to provisions of options granted under
the Law Companies Group, Inc. Stock Option Plan.

3.  Cancellation  of CAPEX  Dollar Loan  Commitments.  Effective  as of the date
hereof,  the CAPEX Dollar Loan  Commitments  are hereby  cancelled such that the
U.S. Borrower shall have no further right to obtain CapEx Dollar Loans under the
Credit  Agreement.  On the date hereof the outstanding  principal balance of the
CAPEX Dollar Loans is zero.

4. Finance Company Transaction.  Borrowers' Representative has notified the U.S.
Agent that Borrowers  intend to consummate the following  transaction:  (a) LCGI
will form LawGibb Capital, Inc., a Delaware corporation ("Finance Company"), (b)
LCGI will  contribute  all of the capital stock of the U.S.  Borrower to Finance
Company,  such that the U.S.  Borrower  will be the  wholly-owned  Subsidiary of
Finance  Company and (c) the U.S.  Borrower  will declare a dividend  payable to
Finance Company as its sole shareholder in the amount of eighty percent (80%) of
the U.S.  Borrower's net equity (expected to be  approximately  $34,000,000) and
will evidence its  obligations in respect of such dividend by issuing to Finance
Company  its  unsecured  promissory  note in the  amount of such  dividend  (the
"Dividend  Note"),  bearing  interest  at a rate of eight and  one-half  percent
(8.5%)  per  annum,  and  with  principal   thereunder   payable   quarterly  in
installments followed by a balloon payment due at maturity.

Pursuant to Borrowers'  Representative's request, Lenders hereby consent to such
transactions, notwithstanding the restrictions and prohibitions contained in the
Credit Agreement,  including,  without limitation,  in Section 8.2 of the Credit
Agreement (restricting transfers of assets), Section 8.4 of the Credit Agreement
(restricting  Investments),  Section  8.6 of the Credit  Agreement  (restricting
Indebtedness),  Section 8.7 of the Credit  Agreement  (restricting  transactions
with  Affiliates)  and  Section  8.11  of  the  Credit  Agreement   (restricting
dividends),  subject,  however,  to  satisfaction  of the  following  conditions
precedent:

(a) In accordance  with the  requirements of Sections 7.15 and 8.2 of the Credit
Agreement,  (i) Finance  Company shall  execute and deliver to the U.S.  Agent a
Joinder  Agreement  in  substantially  the  form  of  Exhibit  O to  the  Credit
Agreement,  (ii) LCGI shall cause all of the capital stock of Finance Company to
be delivered to the  Collateral  Agent  (together  with undated  stock powers in
blank) and pledged to the  Collateral  Agent  pursuant to a pledge  agreement in
substantially  the form of the Pledge Agreement and otherwise in form reasonably
acceptable to the  Collateral  Agent,  (iii) Finance  Company shall grant to the
Collateral Agent a security interest in all of its assets pursuant to a security
agreement in substantially  the form of the Security  Agreement and otherwise in
form reasonably  acceptable to the Collateral  Agent,  and (iv) LCGI and Finance
Company shall deliver to the Collateral  Agent such other  documentation  as the
Collateral  Agent may  reasonably  request  in  connection  with the  foregoing,
including, without limitation, UCC-1 financing statements, certified resolutions
and legal opinions,  all in form,  content and scope reasonably  satisfactory to
the Collateral Agent.

(b) The  stock of the U.S.  Borrower  shall be  transferred  by LCGI to  Finance
Company subject to the Lien of the Collateral  Agent therein arising pursuant to
the applicable Pledge Agreement, and, further, Finance Company shall pledge such
stock to the Collateral  Agent pursuant to a pledge  agreement in  substantially
the form of the Pledge Agreement and otherwise in form and substance  reasonably
satisfactory to the Collateral Agent.

(c) The Dividend Note and any other documentation pertaining to the transactions
described in this Section 4 shall be in form and substance  satisfactory  to the
Agent.

(d) The Dividend Note shall have been assigned to the Collateral  Agent pursuant
to an assignment agreement in form and substance  satisfactory to the Collateral
Agent.

(e) Finance  Company and each other Obligor shall have executed and delivered to
the Agent such other  documents,  instruments  and  agreements  as the Agent may
request in connection with the transactions contemplated hereby.

The  consent  set forth in this  Section 4 is limited to the  matters  set forth
expressly  herein and shall not be, or be deemed to be, a waiver of any  Default
or Event of Default or a consent to any matter not  expressly  set forth in this
Section 4.

5. Intellectual  Property.  Borrowers'  Representative  has further notified the
U.S. Agent that Borrowers  intend to consummate the following  transaction:  (a)
the U.S. Borrower will form Law Asset Management,  Inc., a Delaware  corporation
("Royalty Company No.2"), and GIH will form LawGibb Management, Inc., a Delaware
corporation  ("Royalty  Company No.1;  Royalty Company No. 1 and Royalty Company
No. 2, collectively,  the "Royalty Companies"), (b) in exchange for the stock of
Royalty Company No. 2, the U.S.  Borrower will transfer to Royalty Company No. 2
all of its trademarks and other intellectual  property,  (c) in exchange for the
stock of Royalty  Company No. 1, GIH will transfer to Royalty  Company No. 1 all
of its trademarks and other  intellectual  property,  (d) LCGI will form LawGibb
Licensing,  Inc., a Delaware corporation  ("Licensing  Company"),  (e) Licensing
Company and each of the Royalty  Companies  will enter into  license  agreements
pursuant to which the Royalty  Companies  will license the  trademarks and other
intellectual property owned by them to Licensing Company in exchange for a fixed
royalty fee and (f) Licensing Company will enter into sublicense agreements with
those Obligors which use such intellectual property in their businesses pursuant
to which it will license such intellectual property to such Obligors in exchange
for an arms-length royalty fee (all of the licenses described in clauses (e) and
(f), collectively, the "License Agreements").

Pursuant to Borrowers'  Representative's request, Lenders hereby consent to such
transactions, notwithstanding the restrictions and prohibitions contained in the
Credit Agreement, including, without limitation, in Sections 8.2, 8.6 and 8.7 of
the Credit  Agreement,  subject,  however,  to the satisfaction of the following
conditions precedent:

(a) In accordance  with the  requirements of Sections 7.15 and 8.2 of the Credit
Agreement,  (i) each of the Royalty  Companies and the  Licensing  Company shall
execute and deliver to the U.S. Agent a Joinder  Agreement in substantially  the
form of Exhibit O to the Credit  Agreement,  (ii) each Obligor owning stock of a
Royalty  Company or the Licensing  Company shall cause all of such capital stock
to be delivered to the Collateral  Agent  (together with undated stock powers in
blank) pursuant to a pledge  agreement in  substantially  the form of the Pledge
Agreement and otherwise in form reasonably  acceptable to the Collateral  Agent,
(iii)  each  Royalty  Company  and the  Licensing  Company  shall  grant  to the
Collateral Agent a security interest in all of its assets pursuant to a security
agreement in substantially  the form of the Security  Agreement and otherwise in
form reasonably acceptable to the Collateral Agent and (iv) each Royalty Company
and the  Licensing  Company  shall  deliver to the  Collateral  Agent such other
documentation as the Collateral Agent may reasonably  request in connection with
the  foregoing,  including,  without  limitation,  UCC-1  financing  statements,
certified  resolutions  and  legal  opinions,  all in form,  content  and  scope
reasonably satisfactory to the Collateral Agent.

(b)  All of the  intellectual  property  shall  be  transferred  to the  Royalty
Companies subject to the Lien of the Collateral Agent therein,  and each Royalty
Company  shall  execute and deliver to the  Collateral  Agent such  intellectual
property security agreements and collateral  assignments as the Collateral Agent
shall request in form and substance  satisfactory  to the Collateral  Agent,  in
form for recording in the United States Patent and Trademark Office.

(c) The License Agreements (including, without limitation, the royalties payable
thereunder) and all other documents pertaining to the transactions  contemplated
hereby shall be in form and substance  satisfactory to the Agent.  The rights of
the  Obligors  under the  License  Agreements  shall have been  assigned  to the
Collateral Agent as additional Collateral.

(d) The Royalty  Companies,  the Licensing  Company and each other Obligor shall
have executed and delivered to the Agent such other  documents,  instruments and
agreements  as the  Agent  may  request  in  connection  with  the  transactions
contemplated hereby.

The  consent  set forth in this  Section 5 is limited to the  matters  set forth
expressly  herein and shall not be, or be deemed to be, a waiver of any  Default
or Event of Default or a consent to any matter not  expressly  set forth in this
Section 5.

6.       MISCELLANEOUS

(a) Effect of Amendment.  Except as set forth expressly herein, all terms of the
Credit Agreement and the other Loan Documents,  as amended hereby,  shall be and
remain in full force and effect and shall constitute the legal,  valid,  binding
and enforceable  obligations of Obligors. To the extent any terms and conditions
in any of the Loan Documents  shall  contradict or be in conflict with any terms
or conditions of the Credit  Agreement,  after giving effect to this  Amendment,
such terms and conditions are hereby deemed modified and amended  accordingly to
reflect the terms and conditions of the Credit Agreement as modified and amended
hereby.

(b) Reaffirmation of Representatives and Warranties.  Obligors hereby ratify and
reaffirm  all of the  representations  and  warranties  set forth in the  Credit
Agreement  and  the  other  Loan  Documents,  except  to the  extent  that  such
representations  and  warranties  relate to an earlier  date or may be untrue or
incorrect  solely  as  a  result  of  occurrences  permitted  under  the  Credit
Agreement, and subject to the updates thereto set forth on Annex I hereto.

(c)  Ratification.  Obligors hereby restate,  ratify and reaffirm each and every
term and condition set forth in the Credit Agreement, as amended hereby, and the
Loan Documents effective as of the date hereof.

(d) Estoppel. Obligors hereby acknowledge and agree that, as of the date hereof,
and after giving  effect to this  Amendment,  no Default or Event of Default has
occurred and is continuing.

(e) Governing  Law. This  Amendment  shall be governed by Georgia law, and shall
constitute a Loan Document.

(f) Costs and Expense.  Obligors agree to pay all reasonable  costs and expenses
of Lenders,  Issuers and Agents  incurred in  connection  with the  preparation,
execution,  delivery  and  enforcement  of this  Amendment  and all  other  Loan
Documents  executed in connection  herewith,  the closing hereof,  and any other
transactions   contemplated   hereby,   including   the   reasonable   fees  and
out-of-pocket expenses of counsel.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be duly
executed and  delivered and have hereunto  affixed  their  respective  seals by,
through  and in the  presence  of their  respective  proper and duly  authorized
officers as of the day and year first above written.


U.S. Agent:                       BANK OF AMERICA, N.A.,                (SEAL)
                                  as successor to Bank of America, FSB

                                  By:
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                                  Title:
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U.S. Lender:                      BANK OF AMERICA, N.A.                 (SEAL)
                                  as successor to Bank of America, FSB

                                  By:
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                                  Title:
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International Lender:             BANK OF AMERICA, N.A.,                (SEAL)
                                  successor to Bank of America National Trust
                                  and Savings Association

                                  By:
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                                  Title:
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International Agent:              BANK OF AMERICA, N.A.,                (SEAL)
                                  successor to Bank of America National Trust
                                  and Savings Association

                                  By:
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                                  Title:
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Issuing Bank (International):     BANK OF AMERICA, N.A.,                (SEAL)
                                  successor to Bank of America National Trust
                                  and Savings Association


                                  By:
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                                  Title:
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Overdraft Bank:                   BANK OF AMERICA, N.A.,                (SEAL)
                                  successor to Bank of America National Trust
                                  and Savings Association


                                  By:
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                                  Title:
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Issuing Bank (U.S.):              BANK OF AMERICA, N.A.,                (SEAL)
                                  as successor to Bank of America National Trust
                                  and Savings Association

                                  By:
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                                  Title:
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Borrowers' Representative and     LAWGIBB GROUP, INC.,                  (SEAL)
Guarantor:                        f/k/a Law Companies Group, Inc.

                                  By:
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                                  Title:
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Borrowers:                        LAW ENGINEERING AND ENVIRONMENTAL SERVICES,
                                  INC.                                 (SEAL)

                                  By:
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                                  Title:
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                                  Attest:
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                                  Title:
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                                  GIBB LTD.                            (SEAL)

                                  By:
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                                  Title:
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                                  Attest:
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                                  Title:
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Guarantors:                       LAW ENVIRONMENTAL CONSULTANTS, INC.  (SEAL)


                                  By:
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                                  Title:
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                                  LAW INTERNATIONAL, INC.              (SEAL)


                                  By:
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                                  Title:
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                                  GIBB INTERNATIONAL HOLDINGS, INC.    (SEAL)


                                  By:
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                                  Title:
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                                  GIBB HOLDINGS LTD.                   (SEAL)


                                  By:
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                                  Title:
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