EXHIBIT-4.1d





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                   SIXTH MODIFICATION AND EXTENSION AGREEMENT

                                  by and among

                                  JOULE, INC.,
                                 as the Borrower

                                       and

                         JOULE MAINTENANCE CORPORATION,
                       JOULE TECHNICAL SERVICES, INC. and
                         JOULE TECHNICAL STAFFING, INC.,
                    collectively as the Corporate Guarantors

                                       and

                                   SUMMIT BANK
                                  as the Lender

                            Dated: As of May 31, 1997


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                   SIXTH MODIFICATION AND EXTENSION AGREEMENT


     THIS SIXTH MODIFICATION AND EXTENSION AGREEMENT (including all amendments,
modifications and supplements is hereinafter referred to as the "Sixth
Modification Agreement"), is made as of this 31st day of May, 1997, by and among

     JOULE, INC., a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, having its principal executive
office located at 1245 Route 1 South, Edison, New Jersey 08837 (hereinafter
referred to as the "Borrower"),

     AND

     JOULE MAINTENANCE CORPORATION, a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey, having
its principal executive office located at 1245 Route 1 South, Edison, New Jersey
08837 (hereinafter referred to as "Joule Maintenance Corporation"),

     AND

     JOULE TECHNICAL SERVICES, INC., as successor-in-interest pursuant to the
merger of JOULE ENGINEERING CORP., JOULE TEMPORARIES CORPORATION, JOULE
MAINTENANCE OF MARYLAND, INC., JOULE TECHNICAL CORPORATION, JOULE MAINTENANCE OF
GIBBSTOWN, INC., JOULE MAINTENANCE OF NEW YORK, INC. AND TIGER MAINTENANCE, a
corporation duly organized, validly existing and in good standing under the laws
of the State of New Jersey, having its principal executive office located at
1245 Route 1 South, Edison, New Jersey 08837 (hereinafter referred to as "Joule
Technical Services, Inc."),

     AND

     JOULE TECHNICAL STAFFING, INC., a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey, having
its principal executive office located at 1245 Route 1 South, Edison, New Jersey
08837 (hereinafter referred to as "Joule Technical Staffing, Inc." and
hereinafter Joule Maintenance Corporation, Joule Technical Services, Inc. and
Joule Technical Staffing, Inc. shall be collectively be referred to as the
"Corporate Guarantors"),

     AND

     SUMMIT BANK, as successor-in-interest to UNITED JERSEY BANK, having an
office located at 210 Main Street, Hackensack, New Jersey 07601, being a banking
institution duly organized and validly existing under the laws of the State of
New Jersey (hereinafter referred to as the "Lender").


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                              W I T N E S S E T H:

     WHEREAS, on or about February 20, 1991, the Borrower requested and the
Lender agreed to make a revolving credit loan in the aggregate principal amount
of up to Four Million and 00/100 ($4,000,000.00) Dollars for the purposes of (i)
refinancing certain of the Borrower's then existing indebtedness to First
Fidelity Bank, National Association and (ii) financing the general working
capital requirements of the Borrower (hereinafter referred to as the "Revolving
Credit Loan"), all as more fully provided for in that certain Loan and Security
Agreement dated February 20, 1991, executed by and between the Borrower and the
Lender (hereinafter referred to as the "Loan Agreement"); and

     WHEREAS, the Revolving Credit Loan is evidenced by a certain Revolving Note
dated February 20, 1991, executed by the Borrower, as the maker, and delivered
to the Lender, as the payee, in the original aggregate principal amount of the
Revolving Credit Loan (hereinafter referred to as the "Revolving Note"); and

     WHEREAS, pursuant to the Loan Agreement, the Borrower, Joule Maintenance
Corporation, Joule Maintenance of Gibbstown, Inc. (hereinafter referred to as
"Joule Maintenance of Gibbstown, Inc."), Joule Engineering Corp. (hereinafter
referred to as "Joule Engineering Corp."), Joule Engineering of California, Inc.
(hereinafter referred to as "Joule Engineering of California, Inc."), Joule
Technical Corporation (hereinafter referred to as "Joule Technical
Corporation"), Joule Temporaries Corporation (hereinafter referred to as "Joule
Temporaries Corporation"), Joule Maintenance of New York, Inc. (hereinafter
referred to as "Joule Maintenance of New York, Inc."), Joule Maintenance of
Maryland, Inc. (hereinafter referred to as "Joule Maintenance of Maryland,
Inc."), Joule Engineering of Pennsylvania, Inc. (hereinafter referred to as
"Joule Engineering of Pennsylvania, Inc."), Joule Constructors, Inc.
(hereinafter referred to as "Joule Constructors, Inc."), Joule Temporaries of
Edison, Inc. (hereinafter referred to as "Joule Temporaries of Edison, Inc."),
Joule Temporaries of Parsippany, Inc. (hereinafter referred to as "Joule
Temporaries of Parsippany, Inc."), Joule Operating Services, Inc. (hereinafter
referred to as "Joule Operating Services, Inc."), Tiger Maintenance, Inc.
(hereinafter referred to as "Tiger Maintenance, Inc.") and Joule Maintenance of
Bayonne, Inc. (hereinafter referred to as "Joule Maintenance of Bayonne, Inc."
and hereinafter Joule Maintenance Corporation, Joule Maintenance of Gibbstown,
Inc., Joule Engineering Corp., Joule Engineering of California, Inc., Joule
Technical Corporation, Joule Temporaries Corporation, Joule Maintenance of New
York, Inc., Joule Maintenance of Maryland, Inc., Joule Engineering of
Pennsylvania, Inc., Joule Constructors, Inc., Joule Temporaries of Edison, Inc.,
Joule Temporaries of Parsippany, Inc., Joule Operating Services, Inc., Tiger
Maintenance, Inc., and Joule Maintenance of Bayonne, Inc. shall be collectively
referred to as the "Original Corporate Guarantors") and granted to the Lender a
valid first lien security interest in and to certain Collateral, as more fully
and accurately described in the Loan Agreement; and

     WHEREAS, as of February 20, 1991, Emanuel N. Logothetis, as the guarantor
(hereinafter referred to as the "Individual Guarantor"), executed and delivered
to the Lender, as the lender, a certain Individual Guaranty, pursuant to which
the Individual Guarantor agreed to guaranty the full, prompt and unconditional
payment of when due of any and all present and future obligations or liabilities
of any kind of the Borrower owing to the Lender, including, without limitation,
repayment in full of the Revolving Credit Loan (hereinafter referred to as the
"Individual Guaranty"); and

     WHEREAS, as of February 20, 1991, each Original Corporate Guarantor,
collectively as the guarantor, executed and delivered to the Lender, as the
lender, a separate Corporate Guaranty, pursuant to which each Original Corporate
Guarantor agreed to guaranty the full, prompt and unconditional payment of when
due of any and all present and future obligations or liabilities of any kind of
the Borrower owing to the Lender, including,


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without limitation,  repayment in full of the Revolving Credit Loan (hereinafter
referred to as the "Corporate Guaranty"); and

     WHEREAS, on January 17, 1991, the Borrower,  as the assignor,  delivered to
the Lender,  as the assignee,  a certain  Assignment of Life Insurance Policy as
Collateral  with  respect to that certain life  insurance  policy no.  U01426631
issued  by the  Hartford  Insurance  Company  upon  the  life of the  Individual
Guarantor  (hereinafter  referred  to as the  "Assignment  #1"),  as  collateral
security for the Borrower's obligations under the Loan Agreement; and

     WHEREAS,   on  February  20,  1991,  Joule  Maintenance   Corporation,   as
successor-in-interest to Joule Maintenance Corp., as the assignor,  executed and
delivered to the Lender,  as the assignee,  a certain  Collateral  Assignment of
Contract   Proceeds  with  respect  to  that  certain   contract  between  Joule
Maintenance  Corporation and the United States Government identified as Contract
No.  DAHC21-85-C-0021  (hereinafter  referred  to as the  "Assignment  #2"),  as
collateral  security for the repayment of the  liabilities  and  obligations  of
Joule  Maintenance  Corporation  to the Lender under the Loan  Agreement and the
Corporate Guaranty; and

     WHEREAS,  on September 1, 1991,  the Borrower,  as the maker,  executed and
delivered to the Lender, as the payee, a certain Promissory Note for the purpose
of  extending  the term of the  Revolving  Credit  Loan  from  the then  current
maturity  date of  "September  1, 1991",  to a new maturity date of "January 15,
1992" (hereinafter referred to as the "Extension Agreement #1"); and

     WHEREAS,  on January 15, 1992,  the  Borrower,  as the maker,  executed and
delivered to the Lender,  as the payee,  a certain  Master  Advance Note for the
purpose of extending the term of the Revolving Credit Loan from the then current
maturity date of "January 15, 1992" to a new maturity date of "January 31, 1993"
(hereinafter referred to as the "Extension Agreement #2"); and

     WHEREAS,  on January 31, 1993,  the  Borrower,  as the maker,  executed and
delivered to the Lender,  as the payee,  a certain  Master  Advance Note for the
purpose of extending the term of the Revolving Credit Loan from the then current
maturity date of "January 31, 1993" to a new maturity date of "January 31, 1994"
(hereinafter referred to as the "Extension Agreement #3"); and

     WHEREAS,  on January 31, 1994,  the  Borrower,  as the maker,  executed and
delivered to the Lender,  as the payee,  a certain  Master  Advance Note for the
purpose of extending the term of the Revolving Credit Loan from the then current
maturity  date of "January 31, 1994" to a new maturity  date of "March 31, 1994"
(hereinafter referred to as the "Extension Agreement #4"); and


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     WHEREAS,   on  March  31,  1994,  the  Borrower,   the  Original  Corporate
Guarantors, the Individual Guarantor and the Lender entered into a certain First
Modification  and  Extension  Agreement  for the  purposes  of (i) in Article I,
Section  1.1 of the  Loan  Agreement,  extending  the  Termination  Date  of the
Revolving Note from the then current  Termination  Date of "March 31, 1994" to a
new  Termination  Date of "January 31,  1995";  (ii)  amending and modifying the
Lender's address from the old address of "630 Franklin Boulevard,  Somerset, New
Jersey  08875" to "4365  Route 1 South,  Princeton,  New  Jersey  08540";  (iii)
providing for a mutual waiver of jury trial;  and (iv) providing for semi-annual
audits  of  Collateral  (hereinafter  referred  to as  the  "First  Modification
Agreement"); and

     WHEREAS,  on March 31,  1994,  the  Borrower,  as the maker,  executed  and
delivered to the Lender,  as the payee, a certain First Allonge to $4,000,000.00
Revolving  Note for the  purposes  of (i)  extending  the  maturity  date of the
Revolving Note from the then current  maturity date of "March 31, 1994" to a new
maturity date of "January 31, 1995" and (ii) amending and modifying the Lender's
address from the old address of "630 Franklin  Boulevard,  Somerset,  New Jersey
08875"  to "4365  Route 1  South,  Princeton,  New  Jersey  08540"  (hereinafter
referred to as the "First Allonge"); and

     WHEREAS,  Joule  Engineering  of  California,  Inc.,  Joule  Engineering of
Pennsylvania, Inc., Joule Constructors, Inc., Joule Temporaries of Edison, Inc.,
Joule Temporaries of Parsippany,  Inc. and Joule Operating  Services,  Inc. each
had their respective charters revoked and are no longer doing business; and

     WHEREAS,  as of January 31, 1995,  the  Borrower,  the  Original  Corporate
Guarantors,  the  Individual  Guarantor  and the Lender  entered  into a certain
Second  Modification  and Extension  Agreement  (hereinafter  referred to as the
"Second  Modification  Agreement") for the purposes of (i) in Article I, Section
1.1 of the Loan Agreement,  extending the Termination Date of the Revolving Note
from  the  then  current  Termination  Date  of  "January  31,  1995"  to a  new
Termination  Date of "January 31, 1996";  (ii) in Article II, Section 2.4 of the
Loan Agreement,  decreasing the interest rate from the existing interest rate of
"Base Rate plus one and  one-half  percent  (1.5%) per annum" to a new  interest
rate of "Base  Rate plus one  percent  (1.0%) per  annum";  (iii)  amending  and
modifying  the  Lender's  audits  of  Collateral  from  semi-annual   audits  of
Collateral to annual audits of  Collateral;  and (iv) amending and modifying the
Lender's name from the existing name of "United  Jersey  Bank/Central,  N.A." to
the new name of "United Jersey Bank"; and

     WHEREAS, as of January 31, 1995, the Borrower,  as the maker,  executed and
delivered to the Lender, as the payee, a certain Second Allonge to $4,000,000.00
Revolving  Note for the  purposes  of (i)  extending  the  maturity  date of the
Revolving  Note from the then current  maturity date "January 31, 1995" to a new
maturity date of "January 31, 1996";  (ii) decreasing the interest rate from the
existing  interest rate of "Base Rate plus one and one-half  percent  (1.5%) per
annum" to the new  interest  rate of "Base  Rate  plus one  percent  (1.0%)  per
annum";  and  (iii)  amending  and  modifying  the name of the  Lender  from the
Lender's existing name of "United Jersey Bank/Central, N.A." to the Lender's new
name of "United Jersey Bank" (hereinafter  referred to as the "Second Allonge");
and


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     WHEREAS,  on  August  23,  1995,  the  Borrower,   the  Original  Corporate
Guarantors  and  the  Lender  entered  into a  certain  Third  Modification  and
Extension  Agreement   (hereinafter  referred  to  as  the  "Third  Modification
Agreement")  for the  purposes  of (i) in  Article  I,  Section  1.1 of the Loan
Agreement,  increasing the original aggregate  principal amount of the Revolving
Credit Loan from the existing  aggregate  principal amount of "$4,000,000.00" to
the new increased aggregate principal amount of "$4,500,000.00"; (ii) in Article
I, Section 1.1 of the Loan  Agreement,  extending  the  Termination  Date of the
Revolving Note from the then current Termination Date of "January 31, 1996" to a
new Termination Date of "May 31, 1996";  (iii) in Article II, Section 2.2 of the
Loan Agreement,  providing for the issuance of Letters of Credit; (iv) providing
for a new section of the Loan  Agreement,  Section 5.23,  which provides for the
Borrower's  Maximum  Debt to Tangible  Net Worth  Ratio of 2.0 -to- 1.0;  (v) in
Article V of the Loan  Agreement,  providing  for a new section,  Section  5.24,
which  provides for the  Borrower's  Maximum Debt Service  Coverage Ratio of 1.5
-to- 1.0; (vi)  providing  for a release of the  Individual  Guarantor  from the
Individual Guaranty;  and (vii) amending and modifying the Lender's address from
the existing address of "4365 Route 1 South,  Princeton,  New Jersey 08540" to a
new address of "Raritan Plaza II, Fieldcrest Avenue,  Edison, New Jersey 08837";
and

     WHEREAS,  on August 23,  1995,  the  Borrower,  as the maker,  executed and
delivered to the Lender,  as the payee, a certain Third Allonge to $4,000,000.00
Revolving  Note  for the  purposes  of (i)  increasing  the  original  aggregate
principal  amount  of the  Revolving  Credit  Loan from the  existing  aggregate
principal  amount of  "$4,000,000.00"  to a new  increased  aggregate  principal
amount of "4,500,000.00"; (ii) extending the maturity date of the Revolving Note
from the then current maturity date of "January 31, 1996" to a new maturity date
of "May 31, 1996";  and (iii)  amending and modifying the Lender's  address from
the existing address of "4365 Route 1 South,  Princeton,  New Jersey 08540" to a
new address of "Raritan Plaza II, Fieldcrest  Avenue,  Edison, New Jersey 08837"
(hereinafter referred to as the "Third Allonge"); and

     WHEREAS,  Joule Maintenance  Corp. and Joule  Maintenance of Bayonne,  Inc.
were  merged  and  consolidated  and  Joule   Maintenance   Corporation  is  the
successor-in-interest to both companies; and

     WHEREAS,  on  February  6,  1996,  the  Borrower,  the  Original  Corporate
Guarantors  and the  Lender  entered  into a  certain  Fourth  Modification  and
Extension  Agreement  (hereinafter  referred  to  as  the  "Fourth  Modification
Agreement")  for the  purposes  of (i) in  Article  I,  Section  1.1 of the Loan
Agreement,  providing  for the  definition  of  "Borrowing";  (ii) in Article I,
Section 1.1 of the Loan  Agreement,  providing for the definition of "Eurodollar
Affiliate"; (iii) in Article I, Section 1.1 of the Loan Agreement, providing for
the definition of "Eurodollar  Interest Period";  (iv) in Article I, Section 1.1
of the Loan  Agreement,  providing for the  definition of  "Eurodollar  Interest
Payment Date";  (v) in Article I, Section 1.1 of the Loan  Agreement,  providing
for the definition of "Eurodollar  Interest Rate  Determination  Date";  (vi) in
Article I, Section 1.1 of the Loan  Agreement,  providing for the  definition of
"Eurodollar  Portion";  (vii) in Article I,  Section 1.1 of the Loan  Agreement,
providing for the definition of "Eurodollar Rate";  (viii) in Article I, Section
1.1 of the Loan  Agreement,  providing of the  definition  of  "Eurodollar  Rate
Loans"; (ix) in Article I, Section 1.1 of the Loan Agreement,  providing for the
definition of "Eurodollar Rate Taxes"; (x) in Article I, Section 1.1 of the Loan
Agreement, providing for the definition of "Eurodollar Reserve Percentage"; (xi)
in Article I, Section 1.1 of the Loan


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Agreement,  providing for the definition of "Funding Segment";  (xii) in Article
II,  Section 2.4 of the Loan  Agreement,  deleting the existing  Section 2.4 and
inserting a new  Section  2.4 which  provides  that the  Borrower  may select an
interest  rate from the interest rate options  between  either (1) the Base Rate
option or (2) the Eurodollar Rate Option;  (xiii) in a new section of Article II
of the Loan Agreement,  Section 2.11, providing for the Borrower's payment of an
unused  commitment  fee;  and (xiv) in a new  section  of Article II of the Loan
Agreement,   Section  2.12,  providing  for  the  special  provisions  governing
Eurodollar Rate Loans; and

     WHEREAS,  on February 6, 1996,  the  Borrower,  as the maker,  executed and
delivered to the Lender, as the payee, a certain Fourth Allonge to $4,000,000.00
Revolving  Note for the  purpose of  deleting  the  existing  Paragraph 2 of the
Revolving  Note and inserting a new Paragraph 2 which provides that the interest
rate to be charged on the  outstanding  aggregate  principal  amount of the Loan
shall be set forth in Article II, Section 2.4 of the Loan Agreement (hereinafter
referred to as the "Fourth Allonge"); and

     WHEREAS,  as of May 31,  1996,  the  Borrower,  as the maker,  executed and
delivered to the Lender,  as the payee, a certain Fifth Allonge to $4,000,000.00
Revolving  Note for the purpose of extending  the maturity date of the Revolving
Note from the then  existing  maturity  date of "May 31, 1996" to a new maturity
date of "May 31, 1997" (hereinafter referred to as the "Fifth Allonge"); and

     WHEREAS,  as  of  May  31,  1996,  the  Borrower,  the  Original  Corporate
Guarantors  and  the  Lender  entered  into a  certain  Fifth  Modification  and
Extension  Agreement   (hereinafter  referred  to  as  the  "Fifth  Modification
Agreement")  for the purpose of in Article I, Section 1.1 of the Loan Agreement,
extending  the  Termination  Date of the  Revolving  Note from the then existing
Termination  Date of "May 31,1996" to a new Termination  Date of "May 31, 1997";
and

     WHEREAS, pursuant to a certain Certificate of Merger from the Office of the
Secretary  of State of the State of New Jersey  dated  February  3, 1997,  Joule
Engineering Corp. was merged with Joule Technical Services, Inc.; and

     WHEREAS, pursuant to a certain Certificate of Merger from the Office of the
Secretary  of State of the State of New Jersey  dated  February  3, 1997,  Joule
Temporaries Corporation was merged with Joule Technical Services, Inc.; and

     WHEREAS, pursuant to a Certain Certificate of Merger from the Office of the
Secretary  of State of the State of New Jersey  dated  February  3, 1997,  Joule
Maintenance of Maryland,  Inc. was merged with Joule Technical  Services,  Inc.;
and

     WHEREAS, pursuant to a Certain Certificate of Merger from the Office of the
Secretary  of State of the State of New Jersey  dated  February  3, 1997,  Joule
Technical Corporation was merged with Joule Technical Services, Inc.; and

     WHEREAS, pursuant to a Certain Certificate of Merger from the Office of the
Secretary  of State of the State of New Jersey  dated  February  3, 1997,  Joule
Maintenance of Gibbstown,  Inc. was merged with Joule Technical Services,  Inc.;
and


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     WHEREAS, pursuant to a Certain Certificate of Merger from the Office of the
Secretary  of State of the State of New  Jersey  dated  _________,  1997,  Joule
Maintenance of New York,  Inc. was merged with Joule Technical  Services,  Inc.;
and

     WHEREAS,  Tiger  Maintenance  is no longer  doing  business and has had its
charter revoked; and

     WHEREAS, as of even date herewith,  the Borrower as the maker, has executed
and  delivered  to  the  Lender,  as the  payee,  a  certain  Sixth  Allonge  to
$4,000,000.00 Revolving Note for the purposes of (i) extending the maturity date
of the Revolving Note from the existing maturity date of "May 31, 1997" to a new
maturity  date of "May 31, 1998" and (ii)  amending and  modifying  the Lender's
address  from the  existing  address of "Raritan  Plaza II,  Fieldcrest  Avenue,
Edison, New Jersey 08837" to a new address of "210 Main Street,  Hackensack, New
Jersey 07601" (hereinafter referred to as the "Sixth Allonge"); and

     WHEREAS, as of even date herewith,  the Borrower,  the Corporate Guarantors
and the Lender have agreed to enter into this Sixth  Modification  Agreement for
the  purposes of (i) in Article I, Section 1.1 of the Loan  Agreement,  deleting
the existing definition of "Corporate Guarantors" and inserting a new definition
of "Corporate Guarantors" in its place and stead; (ii) in Article I, Section 1.1
of the Loan Agreement, extending the Termination Date of the Revolving Note from
the existing  Termination  Date of "May 31, 1997" to a new  Termination  Date of
"May  31,1998";  (iii) in  Article  V,  Section  5.8(d)  of the  Loan  Agreement
providing for the consolidated  balance sheet of the Obligors;  (iv) in the Loan
Agreement, amending and modifying the Lender's address from the existing address
of "Raritan  Plaza II,  Fieldcrest  Avenue,  Edison,  New Jersey 08837" to a new
address of "210 Main Street,  Hackensack,  New Jersey  07601";  (v) in the "Loan
Documents"  (as such term is  hereinafter  defined),  providing that any and all
references  to the  "Corporate  Guarantors"  shall  be  deemed  to  refer to the
Corporate  Guarantors;  (vi)  in  the  Loan  Documents,  deleting  any  and  all
references  to the existing  maturity date of "May 31, 1997" and inserting a new
maturity  date of "May 31,  1998" in its  place  and stead and (vii) in the Loan
Documents, amending and modifying the Lender's address from the existing address
of "Raritan  Plaza II,  Fieldcrest  Avenue,  Edison,  New Jersey 08837" to a new
address of "210 Main Street, Hackensack, New Jersey 07601"; and

     WHEREAS,  all words and terms not defined  herein shall have the meaning as
contained  in the Loan  Agreement,  as  amended  and  modified  up  through  and
including the Fifth Modification Agreement; and

     WHEREAS,  the aforesaid  Revolving Note, the Loan Agreement,  the Corporate
Guaranty,  the Assignment #1, the Assignment #2, the Extension Agreement #1, the
Extension  Agreement #2, the Extension Agreement #3, the Extension Agreement #4,
the First Allonge,  the First Modification  Agreement,  the Second Allonge,  the
Second  Modification  Agreement,  the  Third  Allonge,  the  Third  Modification
Agreement,  the Fourth Allonge,  the Fourth  Modification  Agreement,  the Fifth
Allonge,  the Fifth  Modification  Agreement  and any and all of the  documents,
agreements,  certificates and instruments  executed in connection herewith shall
be hereinafter collectively referred to as the "Loan Documents"; and


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     NOW,  THEREFORE,   in  consideration  of  these  premises  and  the  mutual
representations,  covenants  and  agreements  of  the  Borrower,  the  Corporate
Guarantors  and the Lender,  each party binding  itself and its  successors  and
assigns, does hereby promise, covenant and agree as follows:

     1. There is, as of May 13, 1997,  presently  due and owing on the Revolving
Note the principal sum $2,300,000.00,  without defense,  offset or counterclaim,
all of which are  hereby  expressly  waived by the  Borrower  and the  Corporate
Guarantors as of the date hereof.  The foregoing  principal balance is allocated
as follows: (a) $2,300,000.00 for outstanding Advances of direct loans under the
Note and (b) $-0- for Letters of Credit.

     2.  By  execution  hereof,  the  Borrower  and  the  Corporate   Guarantors
acknowledge  and agree  that the  Lender's  consent  to enter  into  this  Sixth
Modification Agreement is contingent upon the following:

          (a) the payment by the Borrower of all costs, expenses and fees of the
     transaction  contemplated by this Sixth Modification Agreement,  including,
     but not  limited to (i) all search  costs and  expenses,  (ii) all fees and
     expenses  of the  Lender's  attorneys  and (iii)  all  accrued  and  unpaid
     interest up to and including the date hereof; and

          (b) the continued  delivery by the Borrower to the Lender of copies of
     all valid  insurance  certificates  with respect to worker's  compensation,
     general liability, umbrella liability and other insurance required pursuant
     to the Loan  Agreement,  as previously  amended and modified,  all of which
     name the  Lender as lender  and/or  loss payee  with  respect  to  Accounts
     Receivable, Inventory, Equipment and other corporate assets.

     3. To the best of the Borrower's and each Corporate Guarantor's  knowledge,
the  Borrower  and each  Corporate  Guarantor  represent  that the  liens on the
Collateral  granted  to the Lender  under the Loan  Agreement,  as  amended  and
modified up through and including this Sixth Modification Agreement, continue to
be valid and enforceable first lien on the Collateral.

     4. The Loan  Agreement,  as  previously  amended  and  modified,  is hereby
further amended and modified, as follows:

          (a) Article I, Section 1.1 of the Loan Agreement  shall be amended and
     modified as follows:

               (i)  Subsection  (o) shall be  deleted  in its  entirety  and the
          following new subsection (o) shall be inserted in its place and stead:

                    "(o)  "Corporate  Guarantors"  shall mean each subsidiary of
                    the Borrower now or hereafter existing,  including,  without
                    limitation (i) Joule Maintenance Corporation,  a corporation
                    duly organized,  validly existing and in good standing under
                    the laws of the State of New  Jersey,  having its  principal
                    executive office located at 1245 Route 1, South, Edison, New
                    Jersey  08837,  (ii)  Joule  Technical  Services,   Inc.,  a
                    corporation duly organized, validly existing and in


                                       8
<PAGE>

                    good  standing  under the laws of the  State of New  Jersey,
                    having its principal  executive office located at 1245 Route
                    1 South,  Edison, New Jersey 08837 and (iii) Joule Technical
                    Staffing,  Inc.,  a  corporation  duly  organized,   validly
                    existing and in good standing under the laws of the State of
                    New Jersey,  having its principal  executive offices located
                    at 1245 Route 1 South, Edison, New Jersey 08837."

               (ii)  Subsection  (ll) shall be amended and  modified by deleting
          the existing  Termination  Date of "May  31,1997" and  inserting a new
          Termination Date of "May 31, 1998" in its place and stead.

          (b)  Article V,  Section  5.8(d)  shall be  amended  and  modified  by
     inserting  after the existing  phrase:  "fiscal  year) a" the following new
     term: "consolidated".

          (c)  Any  and all  references  to the  Lender's  existing  address  of
     "Raritan Plaza II, Fieldcrest  Avenue,  Edison,  New Jersey 08837" shall be
     deleted and a reference to the new address of "210 Main Street, Hackensack,
     New Jersey 07601" shall be inserted in its place and stead.

     5. The Loan  Documents,  as  previously  amended and  modified,  are hereby
further amended and modified as follows:

          (a) Any and all references to "Joule Maintenance of Gibbstown,  Inc.",
     "Joule Engineering Corp.", "Joule Technical Corporation", Joule Temporaries
     Corporation",  "Joule Maintenance of New York, Inc.", "Joule Maintenance of
     Maryland,  Inc." and/or "Tiger Maintenance,  Inc." shall be deemed to refer
     to "Joule Technical Services, Inc." and "Joule Technical Staffing, Inc." in
     their place and stead.

          (b) Any and all  references to the existing  maturity date of "May 31,
     1997" shall be deleted and a new  maturity  date of "May 31, 1998" shall be
     inserted in its place and stead.

          (c)  Any  and all  references  to the  Lender's  existing  address  of
     "Raritan Plaza II, Fieldcrest  Avenue,  Edison,  New Jersey 08837" shall be
     deleted and a reference to the new address of "210 Main Street, Hackensack,
     New Jersey 07601" shall be inserted in its place and stead.

     6. To the  best of the  Borrower's  and each of the  Corporate  Guarantors'
knowledge,  all representations and warranties  contained in the Loan Documents,
as amended and modified  through  this Sixth  Modification  Agreement  are true,
accurate  and  complete  as of the date  hereof  and shall be deemed  continuing
representations and warranties so long as the Revolving Credit Loan shall remain
outstanding.

     7.  The  Borrower,   Joule  Maintenance  Corporation  and  Joule  Technical
Services, Inc. expressly confirm and affirm that the addition of Joule Technical
Staffing,  Inc. to the Corporate Guaranty does not affect the enforceability and
validity of the Corporate Guaranty with respect to


                                       9
<PAGE>

Joule  Maintenance  Corporation  and Joule  Technical  Services,  Inc.,  and the
Corporate Guaranty remains in full force and effect as a continuing  guaranty of
the full, prompt and unconditional payment of all present and future obligations
and/or  liabilities  of any kind of the  Borrower  due and owing to the  Lender,
including,  without  limitation,  the repayment in full of the Revolving  Credit
Loan

     8. All other terms and  conditions  of the Loan  Documents,  as amended and
modified  through  this Sixth  Modification  Agreement  remain in full force and
effect,  except as amended and modified  herein,  and the parties  hereto hereby
expressly confirm and reaffirm all of their respective liabilities, obligations,
duties  and  responsibilities   under  and  pursuant  to  said  Loan  Documents,
including, without limitation, the obligations of the Corporate Guarantors under
the  Corporate  Guaranty,  as amended and  modified  by this Sixth  Modification
Agreement.

     9. It is the intention of the parties  hereto that this Sixth  Modification
Agreement  shall not constitute a novation and shall in no way adversely  affect
or impair  the lien  priority  of the Loan  Documents.  In the event  this Sixth
Modification  Agreement,  or any portion to affect the lien priority of the Loan
Documents,  then to the extent  such  instrument  creates a charge upon the Loan
Documents  in excess of that  contemplated  and  permitted  thereby,  and to the
extent third  parties  acquiring an interest in the Loan  Documents  between the
time of  recording  of the  Loan  Documents  and  the  recording  of this  Sixth
Modification  Agreement are prejudiced  hereby, if any, this Sixth  Modification
Agreement  shall be void and of no force and  effect;  provided,  however,  that
notwithstanding the foregoing, the parties hereto, as between themselves,  shall
be bound by all terms and conditions hereof until all indebtedness  evidenced by
the Revolving  Note shall have been paid in full and the  Revolving  Credit Loan
terminated.

     10. The Borrower and the Corporate Guarantors do hereby:

          (a) ratify,  confirm and  acknowledge  that,  as amended and  modified
     hereby, the Loan Documents continue to be valid,  binding and in full force
     and effect;

          (b) covenant and agree to perform all of their respective  obligations
     contained in the Loan Documents, as amended and modified hereby;

          (c)  represent   and  warrant   that,   after  giving  effect  to  the
     transactions  contemplated by this Sixth Modification  Agreement, no "Event
     of Default" (as such term is defined in the Loan Agreement), exists or will
     exist upon the delivery of notice, passage of time, or both;

          (d) acknowledge and agree that nothing contained herein and no actions
     taken pursuant to the terms hereof are intended to constitute a novation of
     the  Revolving  Note and the  Revolving  Credit Loan,  or any waiver of the
     other Loan  Documents,  and do not  constitute  a release,  termination  or
     waiver of any of the  liens,  security  interests  or  rights  or  remedies
     granted  to the  Lender  under  the Loan  Documents,  all of  which  liens,
     security interests,  rights or remedies are hereby ratified,  confirmed and
     continued  as  security  for the  Revolving  Credit  Loan,  as amended  and
     modified hereby; and


                                       10
<PAGE>

          (e)  acknowledge and agree that the failure by the Borrower and/or the
     Corporate  Guarantors  to comply  with or perform  any of their  respective
     covenants,  agreements or obligations  contained herein shall constitute an
     Event of Default under the Loan Agreement.

     IN WITNESS  WHEREOF,  the  parties  have  caused  this  Sixth  Modification
Agreement  to be  duly  executed,  sealed  and  attested  and/or  witnessed,  as
appropriated, and delivered, all as of the day and year first above written.


[SEAL]                                  JOULE, INC.
ATTEST:


_____________________________           By:  ___________________________________
Bernard G. Clarkin                           Emanuel N. Logothetis
Secretary                                    President




[SEAL]                                  JOULE MAINTENANCE CORPORATION
ATTEST:


_____________________________           By:  ___________________________________
Bernard G. Clarkin                           Emanuel N. Logothetis
Secretary                                    President




[SEAL]                                  JOULE TECHNICAL
ATTEST:                                 SERVICES, INC.


_____________________________           By:  ___________________________________
Bernard G. Clarkin                           Emanuel N. Logothetis
Secretary                                    President




[SEAL]                                  JOULE TECHNICAL
ATTEST:                                 STAFFING, INC.


_____________________________           By:  ___________________________________
Bernard G. Clarkin                           Emanuel N. Logothetis
Secretary                                    President


                                       11
<PAGE>

                                        SUMMIT BANK, as successor-in-
                                        interest to UNITED JERSEY
                                        BANK


                                        By:  ___________________________________
                                             Bonnie Gershon
                                             Vice President


                                       12
<PAGE>

STATE OF NEW JERSEY        :
                           : ss.
COUNTY OF MIDDLESEX        :


     BE IT  REMEMBERED,  that on this ____ day of June,  1997,  before  me,  the
subscriber,  an officer  duly  authorized  pursuant to N.J.S.A.  46:14-6 to take
acknowledgments  for use in the State of New Jersey,  personally appeared Bonnie
Gershon,  who, I am satisfied is the person who executed the within  Instrument,
as the Vice  President of Summit Bank,  the  corporation  named  therein,  and I
having first made know to him the contents thereof, he did thereupon acknowledge
that the  said  Instrument  made by the said  corporation  and  sealed  with its
corporate  seal and delivered by him as such  officer,  is the voluntary act and
deed of said  corporation,  made by  virtue  of  authority  from  its  Board  of
Directors, for the uses and purposes therein expressed.


                                        ________________________________________
                                        Notary Public of the State of New Jersey





STATE OF NEW JERSEY        :
                           : ss.
COUNTY OF MORRIS           :


     BE IT  REMEMBERED,  that on this ____ day of June,  1997,  before  me,  the
subscriber,  an officer  duly  authorized  pursuant to N.J.S.A.  46:14-6 to take
acknowledgments for use in the State of New Jersey,  personally appeared Emanuel
N.  Logothetis,  who,  I am  satisfied  is the person  who  executed  the within
Instrument,  as the President of Joule,  Inc.,  Joule  Maintenance  Corporation,
Joule  Technical  Services,  Inc.  and  Joule  Technical  Staffing,   Inc.,  the
corporations  named  therein,  and I having  first made know to him the contents
thereof,  he did thereupon  acknowledge  that the said  Instrument  made by said
corporations  and sealed with their corporate seals and delivered by him as such
officer,  is the voluntary act and deed of said corporations,  made by virtue of
authority from their respective  Boards of Directors,  for the uses and purposes
therein expressed.


                                        ________________________________________
                                        Notary Public of the State of New Jersey


                                       13
<PAGE>

                                SIXTH ALLONGE TO
                          $4,000,000.00 REVOLVING NOTE
                             DATED FEBRUARY 20, 1991

     THIS SIXTH ALLONGE (hereinafter referred to as the "Sixth Allonge") is made
as of this 31st day of May, 1997, by and between

     JOULE, INC., having its principal executive offices located at 1245 Route 1
South,  Edison,  New Jersey 08837,  being a corporation duly organized,  validly
existing  and in  good  standing  under  the  laws  of  the  State  of  Delaware
(hereinafter referred to as the "Undersigned"),

     AND

     SUMMIT BANK,  as  successor-in-interest  to UNITED  JERSEY BANK,  having an
office located at 210 Main Street, Hackensack, New Jersey 07601, being a banking
corporation  duly organized and validly  existing under the laws of the State of
New Jersey (hereinafter referred to as the "Lender").


                                   BACKGROUND

     A. On February 20, 1991, the Lender extended to the Undersigned a revolving
credit loan in the original  aggregate  principal  amount of up to $4,000,000.00
(hereinafter referred to as the "Loan"), pursuant to the terms and conditions of
that certain Loan and Security  Agreement  dated February 20, 1991,  executed by
and between the Undersigned and the Lender (hereinafter referred to as the "Loan
Agreement").

     B. On February  20,  1991,  the  Undersigned,  as the maker,  executed  and
delivered to the Lender,  as the payee, a certain Revolving Note in the original
aggregate principal amount of the Loan (hereinafter referred to as the "Note").

     C. On September 1, 1991, the Borrower, as the maker, executed and delivered
to the  Lender,  as the  payee,  a certain  Promissory  Note for the  purpose of
extending the term of the Loan from the then current maturity date of "September
1, 1991" to a new maturity date of "January 15, 1992"  (hereinafter  referred to
as the "Extension Agreement #1").

     D. On January 15, 1992, the Borrower,  as the maker, executed and delivered
to the Lender,  as the payee,  a certain  Master Advance Note for the purpose of
extending  the term of the Loan from the then current  maturity date of "January
15, 1992" to a new maturity date of "January 31, 1993" (hereinafter  referred to
as the "Extension Agreement #2").

     E. On January 31, 1993, the Borrower,  as the maker, executed and delivered
to the Lender,  as the payee,  a certain  Master Advance Note for the purpose of
extending  the term of the Loan from the then current  maturity date of "January
31, 1993" to a new maturity date of "January 31, 1994" (hereinafter  referred to
as the "Extension Agreement #3").

     F. On January 31, 1994, the Borrower,  as the maker, executed and delivered
to the Lender,  as the payee,  a certain  Master Advance Note for the purpose of
extending the term of the

<PAGE>

Loan from the then current maturity date of "January 31, 1994" to a new maturity
date of "March 31, 1994"  (hereinafter  referred to as the "Extension  Agreement
#4").

     G. As of March 31,  1994,  pursuant  to a certain  First  Modification  and
Extension  Agreement   (hereinafter  referred  to  as  the  "First  Modification
Agreement"),  executed by and among, inter alia, the Undersigned and the Lender,
the parties  agreed,  among other things (i) to extend the maturity  date of the
Loan from the then current  maturity  date of "March 31, 1994" to a new maturity
date of "January  31,  1995" and (ii) to amend and modify the  Lender's  address
from the  existing  address of "630  Franklin  Boulevard,  Somerset,  New Jersey
08875" to a new address of "4365 Route 1 South, Princeton, New Jersey 08540".

     H. As of March 31, 1994,  pursuant to the terms of a certain  First Allonge
to  $4,000,000.00   Revolving  Note  (hereinafter  referred  to  as  the  "First
Allonge"),  executed by the  Undersigned,  as the maker,  and  delivered  to the
Lender,  as the payee, the Undersigned and the Lender agreed to amend and modify
the terms of the Note, as previously  amended and modified,  for the purposes of
(i) extending the term of the Loan from the then current maturity date of "March
21, 1994" to the new maturity  date of "January 31, 1995" and (ii)  amending and
modifying  the  Lender's  address  from the  existing  address of "630  Franklin
Boulevard,  Somerset, New Jersey 08875" to a new address of "4365 Route 1 South,
Princeton, New Jersey 08540".

     I. As of  January  31,  1995,  pursuant  to the terms of a  certain  Second
Modification  and Extension  Agreement  (hereinafter  referred to as the "Second
Modification Agreement"), executed by and among, inter alia, the Undersigned and
the Lender,  the parties  agreed,  among other things (i) to extend the maturity
date of the Loan from the then current  maturity date of "January 31, 1995" to a
new maturity date of "January 31,  1996";  (ii) to amend and modify the interest
rate on the aggregate  principal  amount of the Loan from the existing  interest
rate of "Bank's  Base Rate plus one and  one-half  percent  (1.5%) on a floating
basis" to a new interest rate of "Bank's Base Rate plus one percent  (1.0%) on a
floating  basis";  (iii) to amend and modify the Lender's name from the existing
name of  "United  Jersey  Bank/Central,  N.A." to a new name of  "United  Jersey
Bank".

     J. As of  January  31,  1995,  pursuant  to the terms of a  certain  Second
Allonge to $4,000,000.00  Revolving Note (hereinafter referred to as the "Second
Allonge"),  executed by the Undersigned,  as the maker,  and the Lender,  as the
payee,  the  Undersigned  and the Lender agreed to amend and modify the terms of
the Note, as previously amended and modified,  for the purposes of (i) extending
the maturity  date of the Loan from the then current  maturity  date of "January
31, 1995" to the new  maturity  date of "January 31,  1996";  (ii)  amending and
modifying  the interest  rate  charged on the  outstanding  aggregate  principal
amount of the Loan from the existing interest rate of "Bank's Base Rate plus one
and  one-half  percent  (1.5%) on a floating  basis" to a new  interest  rate of
"Bank's  Base  Rate plus one  percent  (1.0%) on a  floating  basis";  and (iii)
amending  and  modifying  the Lender's  name from the  existing  name of "United
Jersey Bank/Central, N.A." to the new name of "United Jersey Bank".

     K. As of  August  25,  1994,  pursuant  to the  terms  of a  certain  Third
Modification  and  Extension  Agreement  (hereinafter  referred to as the "Third
Modification Agreement"), executed by and among, inter alia, the Undersigned and
the Lender,  the parties agreed,  among other things (i) to amend and modify the
aggregate  principal  amount of the Loan from the existing  principal  amount of
"$4,000,000.00" to the new increased principal amount of  "$4,500,000.00";  (ii)
to


                                      -2-
<PAGE>

extend the  maturity  date of the Loan from the then  current  maturity  date of
"January 31, 1996" to a new maturity date of "May 31, 1996";  and (iii) to amend
and modify the  Lender's  address  from the  existing  address of "4365  Route 1
South,  Princeton,  New Jersey  08540" to the  Lender's  new address of "Raritan
Plaza II, Fieldcrest Avenue, Edison, New Jersey 08837".

     L. As of August 23, 1995,  pursuant to the terms of a certain Third Allonge
to  $4,000,000.00   Revolving  Note  (hereinafter  referred  to  as  the  "Third
Allonge"),  executed by the  Undersigned,  as the maker,  and  delivered  to the
Lender,  as the payee, the Undersigned and the Lender agreed to amend and modify
the terms of the Note, as previously  amended and modified,  for the purposes of
(i) amending and modifying the aggregate  principal among of  "$4,000,000.00" to
the new  increased  principal  amount of  "$4,500,000.00";  (ii) to  extend  the
maturity  date of the Loan from the then current  maturity  date of "January 31,
1996" to a new maturity  date of "May 31,  1996";  and (iii) to amend and modify
the  Lender's  address  from  the  existing  address  of  "4365  Route 1  South,
Princeton,  New Jersey 08540" to the Lender's new address of "Raritan  Plaza II,
Fieldcrest Avenue, Edison, New Jersey 08837".

     M. As of  February  6,  1996,  pursuant  to the terms of a  certain  Fourth
Modification  and Extension  Agreement  (hereinafter  referred to as the "Fourth
Modification Agreement"), executed by and among, inter alia, the Undersigned and
the Lender,  the parties  agreed,  among other  things,  to delete the  existing
Paragraph 2 of the Note and to insert a new  Paragraph 2 in its place and stead,
which  provides that interest  shall be due and payable as set forth in the Loan
Agreement, as previously amended and modified.

     N. As of  February  6,  1996,  pursuant  to the terms of a  certain  Fourth
Allonge to $4,000,000 Note  (hereinafter  referred to as the "Fourth  Allonge"),
executed by the Undersigned,  as the maker, and delivered to the Lender,  as the
payee,  the  Undersigned  and the Lender agreed to amend and modify the Note, as
previously  amended  and  modified,  for the purpose of  deleting  the  existing
Paragraph 2 of the Note and  inserting a new Paragraph 2 in its place and stead,
which  provides that interest  shall be due and payable as set forth in the Loan
Agreement, as previously amended and modified.

     O.  As  of  May  31,  1996,  pursuant  to  the  terms  of a  certain  Fifth
Modification  and  Extension  Agreement  (hereinafter  referred to as the "Fifth
Modification Agreement"), executed by and among, inter alia, the Undersigned and
the Lender, the parties agreed,  among other things, to extend the maturity date
of the Loan  from  the then  current  maturity  date of "May 31,  1996" to a new
maturity date of "May 31, 1997".

     P. As of May 31, 1996,  pursuant to the terms of a certain Fifth Allonge to
$4,000,000 Note (hereinafter  referred to as the "Fifth  Allonge"),  executed by
the Undersigned,  as the maker,  and delivered to the Lender,  as the payee, the
Undersigned  and the Lender  agreed to amend and modify the Note,  as previously
amended and  modified,  for the purpose of extending the term of the term of the
Loan from the then  current  maturity  date of "May 31,  1996" to a new maturity
date of "May 31, 1997".

     Q. As of even date herewith,  pursuant to a certain Sixth  Modification and
Extension  Agreement   (hereinafter  referred  to  as  the  "Sixth  Modification
Agreement"),  executed by and among, inter alia, the Undersigned and the Lender,
the parties agreed, among other things, (i) to


                                      -3-
<PAGE>

extend the maturity date of the Loan from the current  maturity date of "May 31,
1997" to a new maturity  date of "May 31, 1998" and (ii) to amend and modify the
Lender's  address from the  existing  address of "Raritan  Plaza II,  Fieldcrest
Avenue,  Edison,  New Jersey  08837" to the  Lender's  new  address of "210 Main
Street, Hackensack, New Jersey 07601".

     R. The  Undersigned  and the Lender now desire to further  amend and modify
the terms of the Note, as previously amended and modified,  to reflect the terms
and conditions of the Sixth Modification Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual benefits  inuring to the
Undersigned  and the Lender and intending to be legally bound hereby,  the Note,
as previously  amended and modified,  is hereby further  amended and modified as
follows:

          1. Maturity Date. Any and all references to the existing maturity date
     of "May 31,  1997"  shall be deleted  and a new  maturity  date of "May 31,
     1998" shall be inserted in its place and stead.

          2. Lender's  Address.  Any and all references to the Lender's existing
     address of "Raritan Plaza II, Fieldcrest Avenue,  Edison, New Jersey 08837"
     shall be deleted  and a reference  to the new address of "210 Main  Street,
     Hackensack, New Jersey 07601" shall be inserted in its place and stead.

          3.  Modification of Note. The Note, as amended and modified hereby, is
     the "Note" as defined in the Loan  Agreement,  as  previously  amended  and
     modified by the Extension  Agreement  #1, the  Extension  Agreement #2, the
     Extension Agreement #3, the Extension Agreement #4, the First Allonge,  the
     Second Allonge,  the Third Allonge,  the Fourth Allonge,  the Fifth Allonge
     and as  further  amended  and  modified  by this Sixth  Allonge.  All other
     provisions of the Note and of all other agreements and instruments executed
     in connection  therewith shall not be modified hereby,  except as expressly
     set forth  herein,  and this Sixth  Allonge  shall not be  considered  as a
     waiver of any of the Lender's rights under the Note as heretofore  existing
     or as hereafter modified by this Sixth Allonge.

          4. Construction.  Any capitalized terms used in this Sixth Allonge not
     otherwise  defined  herein shall have the meaning as set forth in the Sixth
     Modification Agreement.

          5. Single  Instrument.  The  Undersigned  hereby directs the Lender to
     affix this Sixth  Allonge to the Note,  whereupon  the Note,  the Extension
     Agreement #1, the Extension  Agreement #2, the Extension  Agreement #3, the
     Extension  Agreement #4, the First Allonge,  the Second Allonge,  the Third
     Allonge,  the Fourth Allonge, the Fifth Allonge and this Sixth Allonge will
     become and constitute a single instrument.

     IN WITNESS WHEREOF, the Lender and the Undersigned have executed this Sixth
Allonge under the seal on the date first above written.

                                        UNDERSIGNED:


                                      -4-
<PAGE>

[SEAL]
ATTEST:                                 JOULE, INC.


_____________________________           By:  ___________________________________
Bernard G. Clarkin                           Emanuel N. Logothetis
Secretary                                    President




                                        LENDER:

                                        SUMMIT BANK, as successor-in-interest
                                        to UNITED JERSEY BANK


                                        By:  ___________________________________
                                             Bonnie Gershon
                                             Vice President

                                      -5-