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                   EIGHTH AMENDMENT AND MODIFICATION 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: February 5th, 1999

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                   EIGHTH AMENDMENT AND MODIFICATION AGREEMENT


     THIS EIGHTH AMENDMENT AND MODIFICATION  AGREEMENT (hereinafter as it may be
from  time to time  amended,  modified,  extended,  renewed,  refinanced  and/or
supplemented referred to as this "Eighth Modification Agreement"),  is made this
5th day of February, 1999, 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 as it may be from time to time
amended, modified, extended, renewed, refinanced and/or supplemented 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  as it may be from time to time  amended,
modified,  extended,  renewed, refinanced and/or supplemented 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  as it may be from  time to time  amended,
modified,  extended,  renewed, refinanced and/or supplemented referred to as the
"Revolving Note"); and

     WHEREAS,  pursuant  to the terms,  conditions  and  provisions  of 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")
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


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     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,
the repayment in full of the  Revolving  Credit Loan  (hereinafter  as it may be
from  time to time  amended,  modified,  extended,  renewed,  refinanced  and/or
supplemented referred to as the "Individual Guaranty"); and

     WHEREAS, as of February 20, 1991, each Original Corporate  Guarantor,  each
as a 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, without limitation, the repayment in full of the
Revolving  Credit Loan  (hereinafter  as each may be from time to time  amended,
modified,   extended,   renewed,  refinanced  and/or  supplemented  collectively
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  as it may be  from  time  to  time  amended,  modified,
extended, renewed, refinanced and/or supplemented 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  as it may be from  time  to  time  amended,
modified,  extended,  renewed, refinanced and/or supplemented 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 under 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 as it may be from time to time amended,  modified,  extended,
renewed,  refinanced and/or supplemented 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


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maturity date of "January 31, 1993"  (hereinafter as it may be from time to time
amended, modified, extended, renewed, refinanced and/or supplemented 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  as it may be  from  time  to  time  amended,  modified,  extended,
renewed,  refinanced and/or supplemented 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  as it may be  from  time  to  time  amended,  modified,  extended,
renewed,  refinanced and/or supplemented referred to as the "Extension Agreement
#4"); and

     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


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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 then
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 then  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
then 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

     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 then 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) in
Article V of the Loan  Agreement,  providing  for a new section,  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  then  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 then 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 then existing address of "4365 Route 1 South,  Princeton,  New Jersey 08540"
to a new address of "Raritan Plaza II,


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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 Agreement, providing for the definition of
"Funding  Segment";  (xii) in Article  II,  Section  2.4 of the Loan  Agreement,
deleting  the then  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 Article II of the Loan Agreement, providing for a new section,
Section 2.11, which provides for the Borrower's  payment of an unused commitment
fee; and (xiv) in Article II of the Loan Agreement, providing for a new section,
Section 2.12,  which provides 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 then 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


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     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

     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 New York,  Inc. was merged with Joule Technical  Services,  Inc.;
and

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

     WHEREAS, as of May 31, 1997, the Borrower, the Corporate Guarantors and the
Lender  entered  into a  certain  Sixth  Modification  and  Extension  Agreement
(hereinafter  referred  to as  the  "Sixth  Modification  Agreement"),  for  the
purposes of (i) in Article I,  Section 1.1 of the Loan  Agreement,  deleting the
then  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 then 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
then 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


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Guarantors"  shall be deemed to refer to the Corporate  Guarantors;  (vi) in the
Loan  Documents,  deleting any and all references to the then existing  maturity
date of "May 31, 1997" and  inserting a new  maturity  date of "May 31, 1998" in
their place and stead and (vii) in the Loan  Documents,  amending and  modifying
the  Lender's  address  from the then  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,  as of May 31,  1997,  the  Borrower  as the maker,  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 then 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 then 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 May 31, 1998, the Borrower,  as the maker, has executed and
delivered  to  the  Lender,   as  the  payee,  a  certain   Seventh  Allonge  to
$4,000,000.00  Revolving  Note Dated  February  21, 1991 for the purposes of (i)
extending  the  maturity  date of the  Revolving  Note  from the  then  existing
maturity  date of "May  31,  1998"  to a new  maturity  date of "May  31,  1999"
(hereinafter referred to as the "Seventh Allonge"); and

     WHEREAS, as of May 31, 1998, the Borrower, the Corporate Guarantors and the
Lender entered into a certain Seventh Modification Agreement for the purposes of
(i) in Article I, Section 1.1 of the Loan Agreement,  amending and modifying the
definition of "Loan  Documents"  to provide for the Extension  Agreement #1, the
Extension  Agreement #2, the Extension Agreement #3, the Extension Agreement #4,
the First Modification  Agreement,  the First Allonge,  the Second Modification,
the Second Allonge,  the Third Modification  Agreement,  the Third Allonge,  the
Fourth  Modification  Agreement,  the  Fourth  Allonge,  the Fifth  Modification
Agreement,  the Fifth  Allonge,  the  Sixth  Modification  Agreement,  the Sixth
Allonge,  the Seventh Allonge and the Seventh  Modification  Agreement;  (ii) 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, 1998" to
a new Termination Date of "May 31, 1999"; (iii) in Article I, Section 1.1 of the
Loan Agreement,  providing for the new definitions of: "Extension Agreement #1",
"Extension  Agreement #2", "Extension  Agreement #3", "Extension  Agreement #4",
"First Modification Agreement", "First Allonge", "Second Modification",  "Second
Allonge", "Third Modification Agreement",  "Third Allonge", "Fourth Modification
Agreement",  "Fourth Allonge", "Fifth Modification Agreement",  "Fifth Allonge",
"Sixth Modification Agreement",  "Sixth Allonge", "Seventh Allonge" and "Seventh
Modification Agreement";  (iv) in Article II, Section 2.4 of the Loan Agreement,
amending and modifying the interest rate options from the then existing interest
rate options of (a) Base Rate or (b) two and  one-quarter  percent  (2.25%) over
the Eurodollar  Rate to the new interest rate options of (1) Base Rate minus one
quarter  percent  (0.25%)  or (2) one  and  one-half  percent  (1.5%)  over  the
Eurodollar Rate; (v) in Article II, Section 2.11 of the Loan Agreement, deleting
the unused  commitment  fee;  (vi) in the Loan  Documents,  deleting any and all
references to the then existing  maturity date of "May 31, 1998" and inserting a
new maturity date of "May 31, 1999" in their


                                       8
<PAGE>


place and stead;  (vii) in Article V of the Loan Agreement,  providing for a new
Section  5.23 with  respect  to the year  2000;  (viii)  in the Loan  Documents,
providing that any and all references to the "Revolving Note" shall be deemed to
refer to the Revolving Note as amended and modified up through and including the
Seventh  Allonge;  and (ix) in the Loan  Documents,  providing  that any and all
references  to the  "Loan  Agreement"  shall  be  deemed  to  refer  to the Loan
Agreement  as  amended  and  modified  up  through  and  including  the  Seventh
Modification Agreement; and

     WHEREAS, as of even date herewith, the Borrower, as the maker, has executed
and  delivered  to the  Lender,  as the  payee,  a  certain  Eighth  Allonge  to
$4,000,000.00  Revolving  Note Dated  February  21, 1991 for the purposes of (i)
amending and modifying the aggregate  principal  amount of the Revolving  Credit
Loan from the existing  aggregate  principal amount of "$4,500,000.00" to a new,
increased  aggregate  principal  amount of  "$6,000,000.00";  (ii) extending the
maturity date of the Revolving Note from the existing  maturity date of "May 31,
1999" to a new maturity date of "May 31, 2000";  and (iii) in Paragraph 5 of the
Revolving Note,  deleting the existing Paragraph 5 and inserting a new Paragraph
5 in its place and stead (hereinafter referred to as the "Eighth Allonge"); and

     WHEREAS, as of even date herewith,  the Borrower,  the Corporate Guarantors
and the Lender have agreed to enter into this Eighth Modification  Agreement for
the purposes of (i) in Article I, Section 1.1 of the Loan Agreement,  increasing
the Commitment amount of the Revolving Credit Loan from the existing  Commitment
amount  of   "$4,500,000.00"   to  a  new,   increased   Commitment   amount  of
"$6,000,000.00";  (ii) in Article I, Section 1.1 of the Loan Agreement, amending
and  modifying  the  definition  of "Loan  Documents"  to provide for the Eighth
Allonge and this Eighth Modification Agreement;  (iii) 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, 1999" to a new  Termination  Date of
"May 31, 2000"; (iv) in Article I, Section 1.1 of the Loan Agreement,  providing
for the new definitions of "Eighth Allonge" and "Eighth Modification Agreement";
(v) in the Loan  Documents,  deleting  any and all  references  to the  existing
Termination  Date /  maturity  date  of  "May  31,  1999"  and  inserting  a new
Termination  Date / maturity  date of "May 31,  2000" in their  place and stead;
(vi) in the  Loan  Documents,  providing  that  any and  all  references  to the
"Revolving  Note" shall be deemed to refer to the Revolving  Note as amended and
modified  up through and  including  the Eighth  Allonge;  and (vii) in the Loan
Documents,  providing that any and all references to the "Loan  Agreement" shall
be deemed to refer to the Loan  Agreement as amended and modified up through and
including this Eighth Modification Agreement; and

     WHEREAS,  all words and terms not  defined  here shall have the  meaning as
contained  in the Loan  Agreement,  as  amended  and  modified  up  through  and
including the Seventh 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


                                       9
<PAGE>



Agreement,  the Fifth  Allonge,  the  Fifth  Modification  Agreement,  the Sixth
Allonge,  the Sixth  Modification  Agreement,  the Seventh Allonge,  the Seventh
Modification  Agreement,  the Eighth Allonge, this Eighth 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

     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  February  22,  1999,  presently  due and owing on the
Revolving  Note the  principal sum  $3,700,000.00,  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) $3,700,000.00 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  Eighth
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 Eighth 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 hereby represent that the lien on the
Collateral  granted  to the Lender  under the Loan  Agreement,  as  amended  and
modified up through and including this Eighth 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 shall be amended and modified as follows:

               (i)  Subsection (m) shall be amended and modified by deleting the
          existing  Commitment amount of "Four Million Five Hundred Thousand and
          00/100

                                       10
<PAGE>


          ($4,500,000.00)  Dollars"  and  inserting a new  increased  Commitment
          amount of "Six  Million  and 00/100  ($6,000,000.00)  Dollars"  in its
          place and stead.

               (ii) Subsection (cc) shall be amended and modified by inserting a
          reference to "Eighth Allonge" and "Eighth Modification Agreement".

               (iii)  Subsection  (ll) shall be amended and modified by deleting
          the existing  Termination  Date of "May  31,1999" and  inserting a new
          Termination Date of "May 31, 2000" in its place and stead.

               (iv) The following new definitions shall be inserted:

               ""Eighth  Allonge"  shall  mean that  certain  Eighth  Allonge to
               $4,000,000.00  Revolving  Note  Dated  February  20,  1991  dated
               February 5th, 1999  pursuant to which the Borrower and the Lender
               agreed to further  amend and modify the terms of the Note for the
               purposes of (i) amending and modifying  the  aggregate  principal
               amount of the loan  from the then  existing  aggregate  principal
               amount of "$4,500,000.00" to a new, increased aggregate principal
               amount of  "$6,000,000.00";  (ii)  extending the maturity date of
               the Note from the existing  maturity  date of "May 31, 1999" to a
               new maturity date of "May 31, 2000";  and (iii) in Paragraph 5 of
               the Note,  deleting the existing  Paragraph 5 and inserting a new
               Paragraph 5 in its place and stead."

               ""Eighth  Modification  Agreement" shall mean that certain Eighth
               Modification  Agreement  dated February 5th,  1999,  pursuant  to
               which the  Borrower,  the  Corporate  Guarantors  and the  Lender
               agreed to further  amend and  modify the terms of this  Agreement
               and the other  Loan  Documents,  all as  previously  amended  and
               modified  for the  purposes  of (i) in Article I,  Section 1.1 of
               this  Agreement,   increasing  the  Commitment  amount  from  the
               existing Commitment amount of "$4,500,000.00" to a new, increased
               Commitment amount of "$6,000,000.00";  (ii) in Article I, Section
               1.1 of this  Agreement,  amending and modifying the definition of
               "Loan  Documents"  to  provide  for the Eighth  Allonge  and this
               Eighth Modification Agreement; (iii) in Article I, Section 1.1 of
               this Agreement,  extending the Termination  Date of the Revolving
               Note from the  existing  Termination  Date of "May 31, 1999" to a
               new  Termination  Date of "May  31,  2000";  (iv) in  Article  I,
               Section 1.1 of this Agreement,  providing for the new definitions
               of "Eighth Allonge" and "Eighth Modification  Agreement";  (v) in
               the  Loan  Documents,  deleting  any  and all  references  to the
               existing  Termination  Date / maturity date of "May 31, 1999" and
               inserting  a new  Termination  Date /  maturity  date of "May 31,
               2000" in  their  place  and  stead;  (vi) in the Loan  Documents,
               providing  that any and all  references  to the  "Note"  shall be
               deemed to refer to the Note as amended  and  modified  up through
               and including the Eighth Allonge; and


                                       11
<PAGE>


               (vii)  in  the  Loan  Documents,   providing  that  any  and  all
               references  to the "Loan  Agreement"  shall be deemed to refer to
               the Loan  Agreement  as  amended  and  modified  up  through  and
               including the Eighth Modification Agreement."

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

          (a) Any and all references to the existing  Commitment amount of "Four
     Million Five Hundred Thousand and 00/100 ($4,500,000.00)  Dollars" shall be
     deleted and the new increased  Commitment amount of "Six Million and 00/100
     ($6,000,000.00) Dollars" shall be inserted in their place and stead.

          (b) Any and all references to the existing Termination Date / maturity
     date of "May  31,  1999"  shall be  deleted  and a new  Termination  Date /
     maturity date of "May 31, 2000" shall be inserted in their place and stead.

          (c) Any and all references to the "Revolving  Note" shall be deemed to
     refer  to the  Revolving  Note as  amended  and  modified  up  through  and
     including the Eighth Allonge.

          (d) Any and all references to the "Loan  Agreement" shall be deemed to
     refer  to the Loan  Agreement  as  amended  and  modified  up  through  and
     including this Eighth Modification Agreement.

     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 Eighth  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 and the Corporate  Guarantors  expressly confirm and affirm
that 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 Eighth  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 Eighth  Modification
Agreement.

     9. It is the intention of the parties hereto that this Eighth  Modification
Agreement  shall not constitute a novation and shall in no way adversely  affect
or impair the lien priority of


                                       12
<PAGE>


the Loan  Documents.  In the event this Eighth  Modification  Agreement,  or any
portion hereof in any of the instruments  executed in connection  herewith shall
be construed or shall operate 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 Eighth  Modification
Agreement are  prejudiced  hereby,  if any, this Eighth  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 Eighth 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 or of the Revolving Credit Loan, or any waiver of any 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

          (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.


                                       13
<PAGE>


     IN WITNESS  WHEREOF,  the parties  have  caused  this  Eighth  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., a Delaware
ATTEST:                                 corporation


                                        By:
-----------------------------              -----------------------------
Bernard G. Clarkin                         Emanuel N. Logothetis
Secretary                                  Chairman

[SEAL]                                  JOULE MAINTENANCE
ATTEST:                                 CORPORATION, a New Jersey
                                        corporation



                                        By:
-----------------------------              -----------------------------
Bernard G. Clarkin                         Emanuel N. Logothetis
Secretary                                  Chairman

[SEAL]                                  JOULE TECHNICAL
ATTEST:                                 SERVICES, INC., a New Jersey
                                        corporation


                                        By:
-----------------------------              -----------------------------
Bernard G. Clarkin                         Emanuel N. Logothetis
Secretary                                  Chairman

[SEAL]                                  JOULE TECHNICAL
ATTEST:                                 STAFFING, INC., a New Jersey
                                        corporation


                                        By:
-----------------------------              -----------------------------
Bernard G. Clarkin                         Emanuel N. Logothetis
Secretary                                  Chairman

                                        SUMMIT BANK

                                        By:
                                           -----------------------------
                                           Bonnie Gershon
                                           Vice President


                                       14
<PAGE>


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


     BE IT REMEMBERED,  that on this ____ day of February,  1999, 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  her  the  contents  thereof,  she  did  thereupon
acknowledge  that the said  Instrument  made by the said  corporation and sealed
with its corporate  seal and delivered by her 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 February,  1999, 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 Chairman  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