FORM 10-K
          SECURITIES AND EXCHANGE COMMISSION
          Washington, D.C. 20549
     (Mark One)
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF
      ( X )              THE SECURITIES EXCHANGE ACT OF 1934
                              For The Fiscal Year Ended 
                              September 30, 1996
          OR
      (      )      TRANSITION REPORT PURSUANT TO SECTION 13
     OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                         For the transition period from
                          ......... to   ................
            
          Commission File Number - 1-9477
     
          JOULE' INC.
          (Exact name of registrant as specified in its 
                        charter)
     
               Delaware                    22-2735672      
     (State or other jurisdiction of       (I.R.S. Employer  
     incorporation or organization)      Identification No.)
     
     1245 U.S. Route 1 South, Edison, New Jersey   08837     
       (Address of principal executive offices)   (Zip Code)
     
     Registrant's telephone number, including area code: 
     908-548-5444
     
     Securities registered pursuant to Section 12(b) of the
     Act: Common Stock, par value $.01 per share
     
     Securities registered pursuant to Section 12(g) of the
     Act:  None
     
     Indicate by check mark whether the registrant (1) has
     filed all reports required to be filed by Section 13 or
     15(d) of the Securities Exchange Act of 1934 during the
     preceding 12 months (or for such shorter period that
     the registrant was required to file such reports), and
     (2) has been subject to such filing requirements for
     the past 90 days.  
     Yes    X     No        .
     
     Indicate by check mark if disclosure of delinquent
     filers pursuant to Item 405 of Regulation S-K is not
     contained herein, and will not be contained, to the
     best of registrant's knowledge, in definitive proxy or
     information statements incorporated by reference in
     Part III of this Form 10-K or any amendment to this
     Form 10-K. [x]
     
     The aggregate market value of the Common Stock held by
     non-affiliates of the registrant, based upon the
     closing price of the Common Stock on the American Stock
     Exchange on December 6, 1996, was approximately
     $3,870,000.
     
     As of December 6, 1996, there were 3,661,000 shares of
     Common Stock outstanding.
     
     
          DOCUMENTS INCORPORATED BY REFERENCE
     Certain portions of the Company's 1996 Annual Report to
     Stockholders filed with the Commission pursuant to Rule
     14a-3 under the Securities Exchange Act of 1934 are
     incorporated by reference in Part II, Items 5-8, and
     Part IV of this Annual Report on Form 10-K.
     
     Certain portions of the Company's Proxy Statement to be
     filed with the Commission pursuant to Rule 14a-6 under
     the Securities Exchange Act of 1934 in connection with
     the Company's 1997 Annual Meeting of Stockholders are
     incorporated by reference in Part III:  Items 10-13, of
     this Annual Report on Form 10-K.
     <PAGE>
     PART I
     ITEM 1. BUSINESS
     
     
     General
     
     
               Joule' Inc. and its subsidiaries are engaged
     in the business of personnel outsourcing, as a supplier
     to industry of staffing service personnel.  These
     services focus on supplying skilled office workers,
     light industrial workers, technical professionals and
     skilled craft industrial plant and facility maintenance
     personnel to business and industry on a temporary
     basis.  The Company derived 68%, 67% and 70% of its
     revenue from services provided to customers in New
     Jersey in 1996, 1995 and 1994, respectively.
     
               All employees on assignment to the Company's
     clients are on the Company's payroll only during the
     periods of their assignments.  By prior understanding,
     their employment is continued after completion of an
     assignment only if another suitable assignment is
     available.  Historically, over 90% of revenue is billed
     based on direct cost plus a mark-up to cover the
     Company's overhead and profit.  During the fiscal year
     ended September 30, 1996, the Company furnished
     approximately 6,200 employees to approximately 1,100
     clients.  At September 30, 1996, approximately 1,200
     employees were on assignment to approximately 300
     clients for periods ranging in duration from one day to
     several years.
     
               The Company was incorporated in New Jersey in
     1967 as the successor to a business organized in 1965
     and was reincorporated in Delaware on July 28, 1986.
     
     Description of Services
     
               The Company supplies skilled office and light
     industrial workers to business and industry.  The
     office workers are comprised of word processing, data
     entry and other office service personnel.  Light
     industrial workers may work in warehouse, packaging or
     light assembly environments.  Recruitment and
     assignment of such personnel is conducted through seven
     offices in New Jersey and one in Florida.  The
     assignments last from one day to several months or
     longer.  Assignments are sometimes made to fill
     vacancies in a client's work force caused by vacations,
     illnesses, termination or reassignments of the client's
     full-time employees or to supplement the client's
     normal work force to meet peak work loads, handle
     special projects or provide special expertise.  Often
     clients elect to staff a portion of their service
     requirements on a longer term basis with personnel
     employed and provided by the Company.  The client is
     charged an hourly rate that comprises the direct labor
     rate of the personnel provided, associated costs (such
     as fringe benefits and payroll taxes) and a mark-up to
     cover the Company's overhead and profit.  During 1996,
     the number of office and light industrial workers on
     assignment per week averaged 700, and such services
     contributed approximately 31%, 31% and 30% of revenues
     in 1996, 1995 and 1994, respectively.
     
               The Company's technical personnel include
     engineers, designers, draftsmen, scientists and lab
     technicians, who are often furnished on a project
     basis.  Recruitment and assignment of these personnel
     are conducted from Edison, New Jersey.  A client that
     has an in-house engineering or other technical
     department is able to supplement its permanent staff in
     a particular skill or for a specific project by
     utilizing 
     
     <PAGE>
     personnel provided by the Company to implement the
     client's designs or programs.  Generally, several 
     candidates are interviewed by the client before an
     assignment is made.  The work is performed at the
     client's facility under the client's supervision.  The
     Company is neither an independent consultant nor
     professionally liable.  The client is charged at an
     hourly rate that comprises the direct labor rate of the
     personnel provided, associated costs (such as fringe
     benefits and payroll taxes) and a mark-up to cover the
     Company's overhead and profit.  There are many
     technical personnel and engineers who choose to work on
     temporary assignments rather than hold permanent
     positions because of the opportunity to work on diverse
     projects and to choose times of employment.  While they
     are not guaranteed steady employment, are not eligible
     for promotion and receive lesser fringe benefits than
     their full-time counterparts, such persons frequently
     are compensated at higher rates than full-time
     personnel with similar backgrounds and experience and
     have a greater opportunity for overtime compensation. 
     During 1996, the number of technical workers on
     assignment per week averaged over 200, and such
     services contributed approximately 24%, 20% and 18% of
     revenues in 1996, 1995 and 1994, respectively.
     
     The Company also provides skilled craft industrial
     plant and facility maintenance labor services at oil
     refineries; utilities; chemical, pharmaceutical and
     industrial plants; and office buildings.  These
     assignments often encompass responsibility for
     performance of discrete functions for customers on an
     ongoing basis.  The Company provides the services of
     welders, electricians, millwrights, insulators,
     pipefitters and other tradesmen as well as the
     necessary supervisory personnel and certain materials
     and equipment.  The Company may furnish a base crew of
     tradesmen that is assigned to the client's facility on
     a full-time basis that can be supplemented as needed to
     provide addtional services requested by the client. 
     The Company also undertakes specific projects, such as
     oil and chemical plant repairs, shutdowns, dismantling,
     and relocation and reassembly of plant equipment.  The
     Company generally charges clients at hourly rates,
     which include a mark up for overhead and profit, for
     the different classifications of tradesmen and
     supervisory personnel and on a cost-plus basis for
     materials and equipment.  During 1996, the average
     number of such skilled industrial service personnel on
     assignment per week to clients was approximately 300. 
     Historically, a substantial percentage of industrial
     services contracts are renewed.  Skilled industrial
     services contributed approximately 45%, 49% and 52% of
     revenues in fiscal 1996, 1995 and 1994, respectively.
     
     The use by clients of staffing services personnel
     provided by the Company allows them to hire only such
     permanent employees as are required for their regular
     core work loads.  Clients are thus able to shift to the
     Company the cost and inconvenience associated with the
     employment of non-core personnel, including
     advertising, interviewing, screening, testing,
     training, fringe benefits, record keeping, payroll
     taxes and insurance.  The Company is able to absorb
     such costs more effectively than its clients because
     its employees, once recruited, are generally assigned
     to a succession of positions with different clients.
     
     <PAGE>
     Customers and Marketing
     
     
     A significant portion of the Company's business
     represents repeat orders.  For fiscal 1996 over 80% of
     the Company's revenues were derived from assignments to
     clients with which the Company had done business for
     more than two years.
     
     The Company markets its services primarily through
     sales calls by its own sales personnel and through
     direct mail solicitation, participation in trade
     exhibitions and advertising.  No customer accounted for
     more than 10% of revenues in 1996, 1995 or 1994.
     
     
     Personnel Assignment and Recruitment
     
     The Company maintains a computerized data base of
     information on potential employees.  It uses optical
     scanning equipment to enhance its data base retrieval
     system.  The data base contains information on office
     services and light industrial personnel, engineering
     and other technical and scientific personnel, and
     skilled industrial personnel, classified by skill,
     residence, experience and current availability for
     assignment.  When called upon to fill an assignment,
     the Company's recruiting specialists match the client's
     specifications with the information in the data base on
     these potential employees.  The ability to update,
     expand and rapidly access the data base is important to
     the Company's success.  The Company's branch offices
     have direct, on-line access to the data base.  Direct
     access is especially important in the office services
     and technical areas where immediate response to client
     orders is required.  In addition, it is important in
     the technical services operation because of the
     diversity of skills involved.
     
     The Company recruits personnel through advertisements
     in local media and trade journals and through referrals
     by current and past employees.  Personnel listed in the
     Company's data base generally do not work exclusively
     for the Company.  Compensation and location of the
     assignment are the principal factors considered by such
     personnel when choosing from competing assignments. 
     The Company considers its pay scale to be competitive.
     
     
     Competition
     
     The Company faces intense competition from a large
     number of local and regional firms as well as national
     firms.  The Company competes with these firms for
     potential employees as well as for clients.  Many of
     the regional firms and all of the national firms with
     which it competes are substantially larger and possess
     substantially greater operating, financial and
     personnel resources than the Company.  The Company
     competes primarily on the basis of price, quality and
     reliability of service. Its primary geographic market
     is New Jersey and, to a lesser extent, the nearby
     states.
     
     
     <PAGE>
     Employees
     
     At September 30, 1996, the Company employed
     approximately 80 full and part-time permanent employees
     in its headquarters and branch offices other than those
     on assignment to clients and had approximately 1,200
     persons on assignment to approximately 300 clients. 
     The Company is a party to collective bargaining
     agreements covering approximately 250 employees engaged
     in skilled craft industrial and facility maintenance
     work.  The Company considers its relationships with its
     employees to be satisfactory.
     
     ITEM  2.  PROPERTIES
     
     The Company leases most of its facilities.  At
     September 30, 1996, the Company was party to thirteen
     leases comprising approximately 30,000 square feet. 
     The Company's corporate headquarters are located in
     Edison, New Jersey and comprise approximately 8,000
     square feet.  The Company also owns a building adjacent
     to its corporate headquarters which serves as
     operational headquarters for some of the Company's
     divisions and is linked to other offices by computer
     network and communications equipment. The corporate
     headquarters and five additional facilities are leased
     from Emanuel N. Logothetis, the Chairman of the Board
     of the Company, and corporations that are owned by him
     and the members of his family, at an aggregate annual
     rent of $199,000, plus applicable real estate taxes,
     under terms and conditions that, in the opinion of
     management, are  not less favorable than would have
     been available from unaffiliated parties.  Seven
     additional facilities, comprising approximately 10,000
     square feet of space, are leased from unaffiliated
     parties at rentals and under terms and conditions
     prevailing in the various locations.  The Company's
     facilities are appropriate and adequate for its current
     needs.  For information concerning the Company's lease
     obligations, see Note 6 of Notes to Consolidated
     Financial Statements.
     
     ITEM  3.  LEGAL PROCEEDINGS
     
     In the opinion of management, other than ordinary
     routine litigation incidental to the business, there
     are no material pending legal proceedings to which the
     Company is a party or of which any of its property is
     the subject.
     
     <PAGE>
     ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
     HOLDERS
     
     Not Applicable.
     
     
     
     
     Executive Officers of the Company
               
     The names, ages and positions of all of the executive
     officers of the Company as of December 6, 1996 are
     listed below along with their business experience
     during the past five years.  Officers are elected
     annually by the Board of Directors and serve at the
     pleasure of the Board.  There are no arrangements or
     understandings between any officer and any other person
     pursuant to which the officer was selected.  Emanuel N.
     Logothetis and John Logothetis are second cousins.
     
     
     
     Emanuel N. Logothetis, age 66, founded the Company in
     1965 and was President and Chief Executive Officer
     until August 10, 1987, when he was elected Chairman of
     the Board.  He was reelected President on August 3,
     1988.
     
     Bernard G. Clarkin, age 47, was elected Vice President
     in February 1994 and Chief Financial Officer,
     Treasurer, and Secretary in February 1990.  He was
     Controller, Treasurer and Secretary of the Company from
     February 1989 until February 1990.  Prior to that he
     was Reporting and Compliance Officer with Anchor
     Savings Bank for two years and Manager of Financial
     Reporting at Kidde, Inc. for nine years.
     
     Philip DelVecchio, age 50, was elected Vice President
     in February 1996, when he joined the Company.  Prior to
     that he was an executive and engineering manager with
     Mobil Oil Company for sixteen years.
     
     John Logothetis, age 43, was elected a Vice President
     on July 1, 1986.  He had been General Manager of the
     Facilities Maintenance Operation since June 1984 and
     prior thereto had been Manager of Supplemental Services
     since joining the Company in December 1976.
     
     
     
          PART II
     
     ITEM  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND
     RELATED STOCKHOLDER MATTERS
     
     The information required by this Item is incorporated
     by reference to the information under the same caption
     on page 12 of JOULE's Annual Report to Stockholders for
     the year ended September 30, 1996.
     
     
     <PAGE>
     ITEM 6.  SELECTED FINANCIAL DATA
     
     The information required by this Item is incorporated
     by reference to the five-year Selected Financial
     Information included on page 1 of JOULE's Annual Report
     to Stockholders for the year ended September 30, 1996.
               
     
     ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     
     The information required by this Item is incorporated
     by reference to the information under the same caption
     on pages 4 and 5 of JOULE's Annual Report to
     Stockholders for the year ended September 30, 1996.
     
     
     ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
     
     The information required by this Item is incorporated
     by reference to the Consolidated Financial Statements
     appearing on pages 6 to 11 of JOULE's Annual Report to
     Stockholders for the year ended September 30, 1996.
     
          
     
     ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
     ON ACCOUNTING AND FINANCIAL DISCLOSURE
     
               Not applicable.
     
                                       
     
     
          PART III
     
     ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
     REGISTRANT
     
     The information with respect to the directors of the
     Company required to be included pursuant to this Item
     10 will be included under the caption "Election of
     Directors - Director Compensation" in the Company's
     Proxy Statement relating to the 1997 Annual Meeting of
     Stockholders (the "Proxy Statement"), to be filed with
     the Securities and Exchange Commission (the
     "Commission") pursuant to Rule 14a-6 under the
     Securities Exchange Act of 1934, as amended, and is
     incorporated in this Item 10 by reference.  The
     information with respect to the executive officers of
     the Company required to be included pursuant to this
     Item 10 is included under the caption "Executive
     Officers of the Company" in Part I of this Annual
     Report on Form 10-K.
     
     
     <PAGE>
     ITEM 11.  EXECUTIVE COMPENSATION
     
     The information with respect to executive compensation
     required to be included pursuant to this Item 11 will
     be included under the caption "Compensation of
     Executive Officers-Certain Transactions" in the Proxy
     Statement and is incorporated in this Item 11 by
     reference.
     
     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
     OWNERS AND MANAGEMENT
     
     The information regarding security ownership of certain
     beneficial owners and management that is required to be
     included pursuant to this Item 12 will be included
     under the captions "Beneficial Ownership of More than
     5% of the Outstanding Common Stock" and "Beneficial
     Ownership of Management" in the Proxy Statement and is
     incorporated in this Item 12 by reference.
     
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED
     TRANSACTIONS
     
     The information with respect to any reportable
     transaction, business relationship or indebtedness
     between the Company and the beneficial owners of more
     than 5% of the Common Stock, the directors or nominees
     for director of the Company, the executive officers of
     the Company or the members of the immediate families of
     such individuals that is required to be included
     pursuant to this Item 13 will be included under the
     caption "Compensation of Executive Officers-Certain
     Transactions" in the Proxy Statement and is
     incorporated in this Item 13 by reference.
     
     
          PART IV
     
     ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
     REPORTS ON FORM 8-K
     
     (a)   Financial Statements
     
     The following Financial Statements of JOULE Inc. and
     subsidiaries and Report of Independent Public
     Accountants are incorporated in Part IV by reference to
     the Company's 1996 Annual Report to Stockholders filed
     with the Commission pursuant to Rule 14a-3 under the
     Securities Exchange Act of 1934.
     
     Report of Independent Public Accountants with respect
     to the financial statements for the fiscal years, 1996,
     1995 and 1994, respectively.
     
     Consolidated Balance Sheets of September 30, 1996 and
     1995, respectively.
     
     Consolidated Statements of Income for the Years Ended
     September 30, 1996, 1995 and 1994, respectively.
     
     
     
     
     <PAGE>
     Consolidated Statements of Changes in Stockholders
     Equity for the Years Ended September 30, 1996, 1995 and
     1994, respectively.
     
     Consolidated Statements of Changes in Cash Flows for
     the Years Ended September 30, 1996, 1995 and 1994,
     respectively.
     
     Notes to Consolidated Financial Statements.
     
     The following financial statement schedules are
     included at the indicated page in this Annual Report on
     Form 10-K and incorporated in this Item 14(a) by
     reference:
     
     Report of Independent Public Accountants  as to
     Schedules   F-1
     
     Financial Statement Schedules:
     
           VIII - Valuation and Qualifying Accounts     F-2
     
           IX   - Short-term Borrowings  F-3
     
     All other schedules are omitted since they are not
     required or are not applicable or since the information
     is furnished elsewhere in the financial statements or
     notes thereto.
     
          (b)  Reports on Form 8-K
     
      No reports on Form 8-K were filed during the last
     quarter of the period covered by this report.
     
     <PAGE>
          (c)  Exhibits
     
          3.1   --  Certificate of Incorporation, filed as
     Exhibit 3.1 to the Company's Registration Statement on
     Form S-1 (File No. 33-7617) under the Securities Act of
     1933, as amended (the "Form S-1"), and incorporated
     herein by reference.
     
          3.2   --  By-laws, as amended, filed as Exhibit
     3.2 to the Form S-1 and incorporated herein by
     reference.
     
          4.1   --  Loan and Security Agreement, dated as of
     February 20, 1991, between Registrant and United Jersey
     Bank Central, N.A., filed as Exhibit 4.1 to the
     Company's Annual Report on Form 10-K for the year ended
     September 30, 1991 and incorporated herein by
     reference.
     
          4.1a --        Third Modification and Extension
     Agreement, dated August 23, 1995, between Registrant
     and United Jersey Bank, filed as Exhibit 4.1a to the
     Company's Annual Report on Form 10-k for the year ended
     September 30, 1995 and incorporated herein by
     reference.
     
          4.1b --        Fourth Modification and Extension
     Agreement dated February 6, 1996 between Registrant and
     United Jersey Bank. 
     
          4.1c --        Fifth Modification and Extension
     Agreement dated May 31, 1996 between               
     Registrant and United Jersey Bank.
     
                    The Company hereby agrees to furnish to
     the Commission upon its request  any instrument
     defining the rights of holders of long-term debt of the
     Company and its consolidated subsidiaries and for any
     of its unconsolidated subsidiaries for which financial
     statements are required to be filed with respect to
     long-term debt which does not exceed 10 percent of the
     total assets of the registrant and its subsidiaries on
     a consolidated basis.
     
          10.1  --  Lease Agreement, dated July 1, 1986,
     between Registrant and Eisler Engineering Corp.
     ("Eisler") for premises at 1245 Route 1 South, Edison,
     New Jersey, filed as Exhibit 10.1 to the Form S-1 and
     incorporated herein by reference.
     
          10.2  --  Lease Agreement, dated April 1, 1986,
     between Registrant and Emanuel N. Logothetis for
     premises at 362 Parsippany Road, Parsippany, New
     Jersey, filed as Exhibit 10.5 to the Form S-1 and
     incorporated herein by reference.
     
          10.3  --  Lease Agreement, dated December 1, 1986,
     between Registrant and Pentacle Corporation for
     premises at 50 South Center Street, Orange, New Jersey,
     filed as Exhibit 10.8 to the Company's Annual Report on
     Form 10-K for the year ended September 25, 1987 and
     incorporated herein by reference.
     
     
     <PAGE>
          10.4  --  Lease Agreement, dated January 15, 1992,
     between JOULE' Maintenance of Gibbstown Inc. and 429
     Broad Street Corporation for premises at 429 East Broad
     Street, Gibbstown, New Jersey, filed as Exhibit 10.4 to
     the Company's Annual Report on Form 10-K for the year
     ended September 30, 1993 and incorporated herein by
     reference.
     
          10.6   -- Lease Agreement, dated January 1, 1987,
     between Registrant and E. N. Logothetis for Unit G,
     Mercerville Professional Park Condominiums, 2333
     Whitehorse - Mercerville Road, Hamilton Township, New
     Jersey, filed as Exhibit 10.12 to the Company's Annual
     Report on Form 10-K for the year ended September 25,
     1987 and incorporated herein by reference.
     
           10.7  -- Lease Agreement, dated December 30, 1991
     between registrant and Pentacle Corporation for 5000
     square feet of storage space at Orange Commons in
     Orange, New Jersey, filed as Exhibit 10.7 to the
     Company's Annual Report on Form 10-K for the year ended
     September 30, 1993 and incorporated herein by
     reference.
     
           10.8*  --     1988 Non-qualified Stock Option
     Plan, filed as Exhibit 10.13 to the Company's Annual
     Report on Form 10-K for the year ended September 30,
     1991 and incorporated herein by reference.
     
           10.9*  --     1991 Stock Option Plan, filed as
     Exhibit 10.11 to the Company's Annual Report on Form
     10-K for the year ended September 30, 1991 and
     incorporated herein by reference.
     
          13      --     Annual Report to Stockholders for
     the year ended September 30, 1996.
     
           21    -- List of Subsidiaries.
     
          23.1   -- Consent of Independent Public
     Accountants
     
          27     -- Financial Data Schedule (in EDGAR filing
     only)
     
     
     
     
          *    Compensatory Plan
     
     
     
     
     
     
     
     
     
     <PAGE>
     SIGNATURES
     
     Pursuant to the requirements of Section 13 or 15(d) of
     the Securities Exchange Act of 1934, the registrant has
     duly caused this report to be signed on its behalf by
     the undersigned, thereunto duly authorized.
                                             JOULE' INC.
     
     Dated:  December 23, 1996     Emanuel N. Logothetis     
                          
          Emanuel N. Logothetis, 
          Chairman of the Board and President
     
     
     Pursuant to the requirements of the Securities Exchange
     Act of 1934, this report has been signed below by the
     following persons on behalf of the registrant and in
     the capacities indicated on December 23, 1996.
     
     
     
     Emanuel N. Logothetis               Bernard G. Clarkin  
                          
     Emanuel N. Logothetis              Bernard G. Clarkin
     Chairman of the Board, President   Vice President and
     Chief Financial  Director          (Principal Financial
     (Principal Executive Officer and     Officer and
     Principal Officer)                  Accounting Officer)
          
          
     
     Nick M. Logothetis                                      
                                          
     Nick M. Logothetis               Steven Logothetis 
     Director                          Director
     
     
     
     Richard Barnitt                   Paul DeBacco  
     Richard Barnitt- Director     Paul DeBacco - Director
     
     
     
     Robert W. Howard                  Anthony Grillo  
     Robert W. Howard - Director   Anthony Grillo - Director
     
     
     
     
     
     
     
     12
     <PAGE>
         SCHEDULE VIII
     
     <TABLE>
     <CAPTION>
     JOULE' INC. AND SUBSIDIARIES
     
     VALUATION AND QUALIFICATION ACCOUNTS AND RESERVES
     
     
          BALANCE   CHARGED TO      CHARGED       BALANCE
          BEGINNING COSTS AND TO OTHER       END OF
     DESCRIPTION    OF PERIOD EXPENSES  ACCOUNTS  DEDUCTIONS 
        PERIOD
     <S>  <C>  <C>  <C>  <C>  <C>
     Allowance for 
         doubtful accounts:
     
     Years Ended:
     
     
       September 30, 1994     $213,000  $ 65,000    -----  
     $92,000   $186,000
     
       September 30, 1995     $186,000  $120,000    -----  
     $166,000  $140,000
     
       September 30, 1996     $140,000  $109,000    -----  
     $  32,000 $217,000
     
     
     F-2
     </TABLE>
     <PAGE>SCHEDULE IX
     <TABLE>
     <CAPTION>
     JOULE' INC AND SUBSIDIARIES
     
     SHORT-TERM BORROWINGS
     
     
     
     CATEGORY OF AGGREGATE SHORT-TERM BORROWINGS
     
     
     BALANCE AT END OF YEARWEIGHTED AVERAGE INTEREST RATE AT
     END OF YEAR         MAXIMUM AMOUNT OF BORROWINGS DURING
     THE YEAR               AVERAGE AMOUNT OUTSTANDING
     DURING THE YEAR*              WEIGHTED AVERAGE INTEREST
     RATE DURING THE YEAR*     
     <S>                                                     
     <C><C><C><C><C><C>
     YEARS ENDED:       
          SEPTEMBER 30,
     1994BANKS$3,363,0009.25%$3,896,000$3,275,0008.2%
          SEPTEMBER 30, 1995
     
          SEPTEMBER 30, 1996BANKS
     
     BANKS$4,105,000
     
     $2,343,0009.75%
     
     7.70%$4,155,000
     
     $4,305,000$3,472,000
     
     $3,027,000
     10.0%
     
     8.75%
     
     
     <FN>
                     *   Average amount outstanding is based
     on daily averages.  Weighted average interest rate
     during each year is calculated by dividing interest
     expense on short term borrowings by the average amount
     outstanding.
     
     
     
     
     
     
     
     
     F-3
     </TABLE>
     
     
     <PAGE>
     EXHIBIT INDEX
     
     Exhibit
     Number
     Description of ExhibitPage
     3.1Certificate of Incorporation, filed as Exhibit 3.1
     to the Company's Registration Statement on Form S-1
     (File No. 33-7617) under the Securities Act of 1933, as
     amended (the "Form S-1"), and incorporated herein by
     reference.*
     3.2By-laws, as amended, filed as Exhibit 3.2 to the
     Form S-1 and incorporated herein by reference.*
     4.1Loan and Security Agreement, dated as of February
     20, 1991, between Registrant and United Jersey Bank
     Central, N.A., filed as Exhibit 4.1 to the Company's
     Annual Report on Form 10-K for the year ended September
     30, 1991 and incorporated herein by reference.*
     4.1a--Third Modification and Extension Agreement, dated
     August 23, 1995, between Registrant and United Jersey
     Bank, filed as Exhibit 4.1a to the Company's Annual
     Report on Form 10-K for the year ended September 30,
     1995 and incorporated herein by reference.*
     4.1b--Fourth Modification and Extension Agreement dated
     February 6, 1996 between Registrant and United Jersey
     Bank.
     4.1c--Fifth Modification and Extension Agreement dated
     May 31, 1996 between Registrant and United Jersey Bank.
     
     The Company hereby agrees to furnish to the Commission
      upon its request any instrument defining the rights of
     holders of long-term debt of the Company and its
     consolidated subsidiaries and for any of its
     unconsolidated subsidiaries for which financial
     statements are required to be filed with respect to
     long-term debt which does not exceed 10 percent of the
     total assets of the registrant and its subsidiaries on
     a consolidated basis.
     10.1Lease Agreement, dated July 1, 1986, between
     Registrant and Eisler Engineering Corp. ("Eisler") for
     premises at 1245 Route 1 South, Edison, New Jersey,
     filed as Exhibit 10.1 to the Form S-1 and incorporated
     herein by reference.
     
     * Incorporated by Reference
     
     10.2Lease Agreement, dated April 1, 1986, between
     Registrant and Emanuel N. Logothetis for premises at
     362 Parsippany Road, Parsippany, New Jersey, filed as
     Exhibit 10.5 to the Form S-1 and incorporated herein by
     reference.
     *10.3Lease Agreement, dated December 1, 1986, between
     Registrant and Pentacle Corporation for premises at 50
     South Center Street, Orange, New Jersey, filed as
     Exhibit 10.8 to the Company's Annual Report on Form
     10-K for the year ended September 25, 1987 and
     incorporated herein by reference.
     *10.4Lease Agreement, dated January 15, 1992, between
     JOULE' Maintenance of Gibbstown Inc. And 429 East Broad
     Street, Gibbstown, New Jersey, filed as Exhibit 10.4 to
     the Company's Annual Report on Form 10-K for the year
     ended September 30, 1993 and incorporated herein by
     reference.
     *10.6Lease Agreement, dated January 1, 1987, between
     Registrant and E.N. Logothetis for Unit G, Mercerville
     Professional Park Condominiums, 2333 Whitehorse -
     Mercerville Road, Hamilton Township, New Jersey, filed
     as Exhibit 10.12 to the Company's Annual Report on Form
     10-K for the year ended September 25, 1987 and
     incorporated herein by reference.
     *10.7Lease Agreement, dated December 30, 1991 between
     registrant and Pentacle Corporation for 5000 square
     feet of storage space at Orange Commons in Orange, New
     Jersey, filed as Exhibit 10.7 to the Company's Annual
     Report on Form 10-K for the year ended September 30,
     1993 and incorporated herein by reference.*10.8**
     1988 Non-qualified Stock Option Plan, filed as Exhibit
     10.13 to the Company's Annual Report on Form 10-K for
     the year ended September 30, 1991 and incorporated
     herein by reference.*10.9**
     1991 Stock Option Plan, filed as Exhibit 10.11 to the
     Company's Annual Report on Form 10-K for the year ended
     September 30, 1991 and incorporated herein by
     reference.*13
     Annual Report to Stockholders for the year ended up
     September 30, 1996.21
     List of Subsidiaries23.1
     Consent of Independent Public Accountants27    
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     Financial Data Schedule ( in EDGAR Filing only)
     
     *   Incorporated by Reference
     
     ** Compensatory Plan
                         EXHIBIT 4.1b
     
     FOURTH MODIFICATION AND EXTENSION AGREEMENT
     
     by and among
     
     JOULE, INC.
     as the Borrower
     
     and
     
     JOULE MAINTENANCE CORPORATION,
     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
     TIGER MAINTENANCE, INC.,
     collective, as the Corporate Guarantors
     
     and
     
     UNITED JERSEY BANK
     as the Lender
     
     Dated: as of February 6, 1996
     
                                                             
        
     FOURTH MODIFICATION AND EXTENSION AGREEMENT
     
     
          THIS FOURTH MODIFICATION AND EXTENSION AGREEMENT
     (including all amendments, modifications and
     supplements is hereinafter referred to as the "Fourth
     Modification Agreement"), is made as of this 6th day of
     February, 1996, 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 MAINTENANCE OF GIBBSTOWN, 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 Maintenance of
     Gibbstown, Inc."),
     
          AND
     
          JOULE ENGINEERING CORP., 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 Engineering Corp."),
     
          AND
     
          JOULE TECHNICAL CORPORATION, a corporation duly
     organized, validly existing and in good standing under
     the laws of the State of Virginia, having its principal
     executive office located at 1245 Route 1 South, Edison,
     New Jersey 08837 (hereinafter referred to as "Joule
     Technical Corporation"),
     
          AND
     
          JOULE TEMPORARIES 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 Temporaries Corporation"),
          AND
     
          JOULE MAINTENANCE OF NEW YORK, INC., a corporation
     duly organized, validly existing and in good standing
     under the laws of the State of New York, having its
     principal executive office located at 1245 Route 1
     South, Edison, New Jersey 08837 (hereinafter referred
     to as "Joule Maintenance of New York, Inc."),
     
          AND
     
          JOULE MAINTENANCE OF MARYLAND, INC., a corporation
     duly organized, validly existing and in good standing
     under the laws of the State of Maryland, having its
     principal executive office located at 1245 Route 1
     South, Edison, New Jersey 08837 (hereinafter referred
     to as "Joule Maintenance of Maryland, Inc."),
     
          AND
     
          TIGER MAINTENANCE, 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 the "Tiger Maintenance Inc." and hereinafter
     Joule Maintenance Corp., Joule Maintenance of
     Gibbstown, Inc., Joule Engineering Corp., Joule
     Temporaries Corporation, Joule Maintenance of New York,
     Inc., Joule Maintenance of Maryland, Inc. and Tiger
     Maintenance, Inc. shall be collectively referred to as
     the "Corporate Guarantors"),
     
          AND
     
          UNITED JERSEY BANK, having an office located at
     Raritan Plaza II, Fieldcrest Avenue, Edison, New Jersey
     08837, being a banking corporation duly organized and
     validly existing under the laws of the State of New
     Jersey (hereinafter referred to as the "Lender").
     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, each of the Corporate Guarantors and Joule
     Maintenance of Bayonne, Inc., a Delaware corporation
     (hereinafter referred to as "Joule Maintenance of
     Bayonne, Inc.") 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 Corporate
     Guarantor and Joule Maintenance of Bayonne, Inc.,
     collectively as the guarantor, executed and delivered
     to the Lender, as the lender, a separate Corporate
     Guaranty, pursuant to which each Corporate Guarantor
     and Joule Maintenance of Bayonne, Inc. 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 "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 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 old 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 old 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 old 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 old maturity date of January 31, 1994 to a new
     maturity date of March 31, 1994 (hereinafter referred
     to as the "Extension Agreement #4"); and
     
          WHEREAS, on March 31, 1994, the Borrower, the
     Corporate Guarantors, Joule Maintenance of Bayonne,
     Inc., 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 old
     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 old
     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, as of January 31, 1995, the Borrower, the
     Corporate Guarantors, Joule Maintenance of Bayonne,
     Inc., 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 old
     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 old 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 old 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 old
     maturity date "January 31, 1995" to a new maturity date
     of "January 31, 1996"; (ii) decreasing the interest
     rate from the old 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 old 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
     Corporate Guarantors and Joule Maintenance of Bayonne,
     Inc. entered into a certain Third Modification and
     Extension Agreement (hereinafter referred to as the
     "Third Modification Agreement") for the purpose 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 old 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 old 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 old 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 old 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 old 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 old 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 of Bayonne, Inc. has
     been dissolved and its corporate charter revoked and is
     no longer a corporation doing business in the State of
     New Jersey; and
     
          WHEREAS, as of even date herewith, the Borrower,
     as the maker, executed and delivered to the Lender, as
     the payee, a certain Fourth Allonge to $4,500,000.00
     Revolving Note for the purposes of deleting the old
     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 even date herewith, the Borrower,
     the Corporate Guarantors and the Lender have agreed to
     enter into this Fourth Modification Agreement for the
     purpose of (i)  in Article I, Section 1.1 of the Loan
     Agreement, providing for the definition of "Borrowing"
     (as said term is defined herein); (ii)  in Article I,
     Section 1.1 of the Loan Agreement, providing for the
     definition of "Eurodollar Affiliate" (as said term is
     defined herein); (iii)  in Article I, Section 1.1 of
     the Loan Agreement, providing for the definition of
     "Eurodollar Interest Period" (as said term is defined
     herein"); (iv)  in Article I, Section 1.1 of the Loan
     Agreement, providing for the definition of "Eurodollar
     Interest Payment Date" (as said term is defined
     herein); (v)  in Article I, Section 1.1 of the Loan
     Agreement, providing for the definition of "Eurodollar
     Interest Rate Determination Date" (as said term is
     defined herein); (vi) in Article I, Section 1.1 of the
     Loan Agreement, providing for the definition of
     "Eurodollar Portion" (as said term is defined herein); 
     (vii)  in Article I, Section 1.1 of the Loan Agreement,
     providing for the definition of "Eurodollar Rate" (as
     said term is defined herein); (viii) in Article I,
     Section 1.1 of the Loan Agreement, providing of the
     definition of "Eurodollar Rate Loans" (as said term is
     defined herein); (ix)  in Article I, Section 1.1 of the
     Loan Agreement, providing for the definition of
     "Eurodollar Rate Taxes" (as said term is defined
     herein); (x)  in Article I, Section 1.1 of the Loan
     Agreement, providing for the definition of "Eurodollar
     Reserve Percentage" (as said term is defined herein);
     (xi)  in  Article I, Section 1.1 of the Loan Agreement,
     providing for the definition of "Funding Segment" (as
     said term is defined herein); (xii)  in Article II,
     Section 2.4 of the Loan Agreement, deleting the old
     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 (as said term is
     defined herein); 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 Third 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 A, the Fourth Allonge 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 and 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 6, 1996, presently
     owing on the Revolving Note the principal sum of
     $3,648,146.37, 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)  $3,648.146.37 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 Fourth 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 Fourth 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, all
     of which name the Lender as lender and/or loss payee
     with respect to Accounts Receivable, Inventory,
     Equipment and other corporate assets.
     
          3.   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 Fourth
     Modification Agreement, continue to be valid and
     enforceable first lien on the Collateral.
     
          4.   The Loan Agreement is hereby modified and
     amended as follows:
     
               (a)  Article I, shall be amended and modified
     by inserting the following new definitions:
     
                              "(xx)     "Borrowing" or
     "Borrowings" shall mean a borrowing(s) consisting of
     Advances of the same type made on the same day by the
     Lender.
       
                              (yy) "Base Rate Loans" shall
     mean those Advances outstanding which bear interest at
     a rate determined by reference to the Base Rate as
     provided for in Section 2.4 of this Agreement.
       
                              (zz) "Eurodollar Affiliate"
     shall mean with respect to the Lender, the Affiliate of
     the Lender, if any, set forth on Schedule "A".
       
                              (aaa)     "Eurodollar Interest
     Period" shall mean one or more periods of time during
     which the Borrower may select or continue a Eurodollar
     Rate Loan, such funding period with respect to the
     Advances, to be either a one (1) month, two (2) month
     or three (3) month period(s), subject to availability;
     all as more fully subject to the provisions of Section
     2.4 of this Agreement.
       
                              (bbb)     "Eurodollar Interest
     Payment Date" shall mean, with respect to any
     Eurodollar Rate Loan, the last day of each Eurodollar
     Interest Period applicable to such loan.
       
                              (ccc)     "Eurodollar Interest
     Rate Determination Date" shall mean the date on which
     the Lender determines the Eurodollar Rate applicable to
     (i)  an Advance or (ii)  the continuation or conversion
     of Eurodollar Rate Loans.  The Eurodollar Interest Rate
     Determination Date shall be the first day of the
     Eurodollar Interest Period applicable to such
     Borrowing, continuation or conversion.
       
                              (ddd)     "Eurodollar Portion"
     of any Advances shall mean at any time the portion,
     including the whole, of such Advance bearing interest
     at any time under the Eurodollar Rate.
       
                              (eee)     "Eurodollar Rate"
     shall mean, with respect to any Eurodollar Interest
     Period applicable to an Advance of Eurodollar Rate
     Loans, an interest rate per annum determined by the
     Lender obtained by dividing (i)  the rate of interest
     determined by the Lender to be the average (rounded
     upward to the nearest whole multiple of one
     one-thousandth of one percent (1/1000 of 1%) per annum
     if such average is not such a multiple) of the rates
     per annum at which deposits in dollars are quoted to
     the Lender by Telerate Systems in the London interbank
     eurodollar market at approximately 11:00 a.m. (London
     time) on the Eurodollar Interest Rate Determination
     Date for a period equal to such Eurodollar Interest
     Period and in an amount substantially equal to the
     amount of the Eurodollar Rate Loan to be made by the
     Lender and to be outstanding during such Eurodollar
     Interest Period, by (ii) a percentage equal to 100%
     minus the Eurodollar Reserve Percentage.  The
     Eurodollar Rate shall be adjusted automatically on and
     as of the effective date of any change in the
     Eurodollar Reserve Percentage.  The "Eurodollar Rate"
     may also be expressed by the following formula:
       
     
                         [rates quoted to the Lender by    
     ]
                         [Telerate Systems in the          
     ]
          Eurodollar Rate   = [London interbank Eurodollar
     market]
                         [1.00 - Eurodollar Reserve
     Percentage]
     
          (fff)     "Eurodollar Rate Loans" shall mean those
     Advances outstanding    which bear interest at a rate
     determined by reference to the               Eurodollar
     Rate as provided for in Section 2.4 of  this Agreement.
          (ggg)     "Eurodollar Rate Taxes" shall have the
     meaning ascribed to such term
           in Section 2.12(f) of this Agreement.
     
                           (hhh)   "Eurodollar Reserve
     Percentage" shall mean for any date that
      percentage, if any (expressed as a decimal, rounded
     upward to the nearest 1/100
      of 1%), as determined in good faith by the Lender
     (which determination shall be
      conclusive) which is in effect on such date, as
     prescribed by the Federal Reserve
      Board, for determining the maximum reserve requirement
     (including, without
      limitation, any emergency, supplemental or other
     marginal reserve requirement)
      for a member bank of the Federal Reserve System in
     respect of "eurocurrency
      liabilities" having a term equal to the applicable
     Eurodollar Interest Period (on
      in respect of any other category of liabilities which
     includes deposits by
      reference to which the interest rate on Eurodollar
     Rate Loans is determined or
      any category of extensions of credit or other assets
     which includes loans by a
      non-United States office of any bank to United States
     residents).
     
          (iii)     "Funding Segment" shall mean with
     respect to an Eurodollar Rate Loan, the entire
     principal amount of such Eurodollar Portion to which at
     the time in question there is a particular Eurodollar
     Interest Period beginning on a particular day and
     ending on a particular day (By definition, each such
     Eurodollar Portion is at all times composed of an
     integral number of discrete Funding Segments and the
     sum of the principal amounts of all Funding Segments of
     any such Eurodollar Portion at any time equals the
     principal amount of such Eurodollar Portion at such
     time)."
     
               (b)  Article II, Section 2.4 of the Loan
     Agreement shall be deleted in its entirety and the
     following new Section 2.4 shall be inserted in its
     place and stead:
     
                                        "2.4 Interest Rate. 
     (a)  The Note shall bear interest from the date hereof
     on the outstanding principal amount thereof, which
     interest shall be payable on March 1, 1996 and (i) 
     with respect to Base Rate Loans, on the first (1st) day
     of each month thereafter and upon payment of the Note
     in full, at an interest rate set forth in Subsection
     (b)(1) below and (ii)  with respect to Eurodollar Rate
     Loans, in arrears, on each Eurodollar Interest Payment
     Date applicable to said Eurodollar Rate Loan.  Interest
     shall be calculated on the basis of 360-day year for
     the actual number of days elapsed.
       
                                        (b)  All Advances
     shall bear interest computed daily on the outstanding
     principal balance thereof from the date made until paid
     in full at one or more of the interest rate options
     selected by the Borrower from between the two (2)
     interest rate options set for below.  Subject to the
     provisions of this Agreement, the Borrower may select
     different options to apply simultaneously to different
     portions of the Advances and may select different
     Funding Segments to apply simultaneously to different
     parts of the Eurodollars Rate Portion of the Advances. 
     Each selection of a rate option shall apply separately
     and without overlap to the Advance as a class.  The
     aggregate number of Funding Segments applicable to the
     Eurodollar Portion of the Advance at any time shall not
     exceed $4,500,000.00.
       
                         Interest Rate Option for Advances:
     
                              (1)  Base Rate:  A fluctuating
     interest rate per annum equal to the Base   Rate of the
     Lender for such day, in effect from time to time (such
     interest     rate to change immediately upon any change
     in the Base Rate).
     
          (2)  Eurodollar Rate:  A fixed rate per annum for
     the applicable      Eurodollar Interest Period equal to
     two and one-quarter percent (2.25%)    over the
     Eurodollar Rate for such day.  The Lender shall give
     prompt  notice to the Borrower of the Eurodollar Rate
     determine  d or adjusted in accordance with the
     provisions hereof, which determination or adjustment
     shall be conclusive if made in good faith"
       
               (c)  Article II shall be amended and modified
     by inserting the following new provisions:
     
                                   "Section 2.11 Unused
     Commitment Fee.  The Borrower shall pay to the Lender
     an unused commitment fee accruing at the r ate of
     one-third of one percent (0.33%) per annum from and
     after the date hereof until all Advances shall have
     been repaid in full and the Obligations are terminated,
     upon the average daily amount of the excess of the
     Revolving Loan over all Advances outstanding from time
     to time.         
     
     "Section 2.12 Special Provisions Governing Eurodollar
     Rate Loans.  Notwithstanding other provisions of their
     Agreement to the contrary, if any, the following
     provisions shall govern with respect to Eurodollar Rate
     Loans as to the matter covered:
       
                              (a)  Determination of
     Eurodollar Interest Period.  By giving notice as set
     forth in Section 2.4(b), the Borrower shall have the
     option, subject to the other provision of this Section
     2.12 to specify an Eurodollar Interest Period to apply
     to the Borrowing of Eurodollar Rate Loans described in
     such notice, subject to availability.  The
     determination of Eurodollar Interest Periods shall be
     subject to the following provisions:
       
                                        (i)  In the case of
     immediately successive Eurodollar Interest Periods
     applicable to an Advance of Eurodollar Rate Loans, each
     successive Eurodollar Interest Period shall commence on
     the day on which the next preceding Eurodollar Interest
     Period expires;
     
     (ii)  If any Eurodollar Interest Period would otherwise
     expire on a day which is not a Business Day, the
     Eurodollar Interest Period shall be extended to expire
     on the next succeeding Business Day; provided, however,
     that if any such Eurodollar Interest   Period
     applicable to a Borrowing of Eurodollar Rate Loans
     would otherwise expire on a day which is not a Business
     Day but is a day of the month after which no further
     Business Day occurs in that month, that Eurodollar
     Interest Period shall expire on the immediately
     preceding Business Day;
     
     (iii)  The Borrower may not select a Eurodollar
     Interest Period for any Advance which terminates later
     than the Termination Date; and
     
     (iv)  The Borrower may not select a Eurodollar Interest
     Period with respect to any portion of principal of a
     Eurodollar Rate Loan which extends beyond a date on
     which the Borrower is required to make a scheduled
     payment of any portion of portion of principal, it
     being understood and agreed that any Eurodollar Rate
     Loan whose Eurodollar Interest Period ends less than
     one month prior to such required principal payment date
     shall be deemed converted to a Base Rate Loan as of the
     last day of such Eurodollar Interest Period for
     purposes of determining whether any portion of
     principal of any Eurodollar Rate Loan is required in
     order to make a mandatory payment of principal.
       
                              (b)  Determination of Interest
     Rate.  As soon as practicable after 12:00 noon (New
     York City time) on any Eurodollar Interest Rate
     Determination Date, the Lender shall determine (which
     determination shall, absent manifest error, be
     presumptively correct) the interest rate which shall
     apply to the Eurodollar Rate Loans for which an
     interest rate is then being determined for the
     applicable Eurodollar Interest Period and shall
     promptly give notice thereof (in writing or by
     telephone confirmed in writing) to the Borrower.
     
     (c)  Interest Rate Unascertainable, Inadequate or
     Unfair.  If, with respect to any Eurodollar Interest
     Period, the Lender determines that (i)  deposits in
     Dollars (in the applicable amounts) are not being
     offered in the relevant market for such Eurodollar
     Interest Period, (ii)  adequate and reasonable means do
     not exist for ascertaining the Eurodollar Rate, (iii) 
     a contingency has occurred which materially and
     adversely affects the London interbank Eurodollar
     market or (iv)  the effective cost to the Lender of
     funding a proposed Funding Segment of the Eurodollar
     Portion from a corresponding source of funds shall
     exceed the Eurodollar Rate, applicable to such Funding
     Segment, the Lender shall forthwith give notice thereof 
     to the Borrower, whereupon until the Lender notifies
     the Borrower that the circumstances giving rise to such
     suspension no longer exist, (1)  the right of the
     Borrower to elect to have the Revolving Credit Loan
     bear interest based upon the Eurodollar Rate shall be
     suspended and (2)  each outstanding Eurodollar Rate
     Loan shall be converted into a Base Rate Loan on the
     last day of the then current Eurodollar Interest Period
     therefor, notwithstanding any prior election by the
     Borrower to the contrary.
     
     (d)  Illegality.  (i)  In the event that on any date
     the Lender shall have determined (which determination
     shall, absent manifest error, be final and conclusive
     and binding upon all parties) that the making of
     continuation of any Eurodollar Rate Loan has become
     unlawful by compliance by the Lender in good faith with
     any law, of an governmental authority (whether or not
     having the force with and whether or not failure to
     comply therewith would be unlawful), then, and in any
     such event, the Lender shall promptly give notice (by
     telephone promptly confirmed in writing) to the
     Borrower.
                           
               (ii)  Upon the giving of the notice referred
     to in Section 2.12(d)(i) hereof, (1) the Borrower's
     right to request of the Lender and the Lender's
     obligation to make Eur  o dollar Rate Loans shall be
     immediately suspended, and the Lender shall make a
     loan, as part of any requested Borrowing of Eurodollar
     Rate Loans, as a Base Rate Loan, which Base Rate Loan
     shall, for all purposes, be considered a part of such
     Borrowing and (2)  if the affected Eurodollar Rate Loan
     or Loans are then outstanding, the Borrower shall
     immediately (or, if permitted by applicable Law, no
     later than the date permitted thereby, upon at least
     one Business Day's written notice to the Lender)
     convert each such Loan into a Base Rate Loan.           
                    
     
               (iii)  In the event that the Lender
     determines at any time following its giving of the
     notice referred to in Section 2.2(c) and Section
     2.12(d)(i) hereof that the Lender may lawfully make
     Eurodollar Rate Loans of the type referred to in such
     notice, the Lender shall promptly give notice (by
     telephone promptly confirmed in writing) to the
     Borrower of that determination, whereupon the
     Borrower's right to request of the Lender, and the
     Lender's obligation to make, Eurodollar Rate Loans
     shall be restored.
                 
                                   (e)  Compensation.  In
     addition to such amounts as are required to be paid by
     the Borrower pursuant to this Agreement, the Borrower
     shall compensate the Lender, upon demand, for all
     losses, expenses and liabilities (including, without
     limitation, any loss or expense incurred by reason of
     the liquidation or re-employment of deposits or other
     funds required by the Lender to fund or maintain the
     Lender's Eurodollar Rate Loans to the Borrower which
     losses, expenses and liabilities the Lender may sustain
     (i)  if for any reason a continuation of Eurodollar
     Rate Loans does not occur on a date specified therefor
     pursuant to the Borrowing Request, (ii)  if any
     prepayment of an Eurodollar Rate Loan (including,
     without limitation, any pursuant to Section 2.5 or 2.6
     hereof) occurs for any reason on a date which is not
     the last day of the applicable Eurodollar Interest
     Period, (iii)  as a consequence of any required
     conversion of a Eurodollar Rate Loan to a Base Rate
     Loan as a result of any of the events indicated in
     Section 2.2(d), or (iv)  as a consequence of any other
     failure by the Borrower to repay Eurodollar Rate Loans
     when required by the terms of this Agreement.  The
     Lender shall deliver to the Borrower a written
     statement as to such losses, expenses and liabilities
     which statement shall be conclusive as to such amounts
     in the absence of manifest error.
       
                    (f)   Eurodollar Rate Taxes.  The
     Borrower agrees that:
                                        (i)  the Borrower
     will pay, prior to the date on which penalties attach
     thereto, all present and future income, stamp and other
     taxes, levies, or costs and charges whatsoever imposed,
     assessed, levied or collected on or in respect of a
     Eurodollar Rate Loan solely as a result of the interest
     rate being determined by reference to the Eurodollar
     Rate or the provisions of this Agreement relating to
     the Eurodollar Rate or the recording, registration,
     notarization or other formalization of any thereof or
     any payments of principal, interest or other amounts
     made on or in respect of an Advance made to the
     Borrower when the interest rate is determined by
     reference to the Eurodollar Rate (all such taxes,
     levies, costs and charges being hereinafter
     collectively called "Eurodollar Rate Taxes"); provided,
     however, that Eurodollar Rate Taxes shall not include
     net income or franchise taxes imposed by any
     jurisdiction.  The Borrower shall also pay such
     additional amounts equal to increases in net income or
     franchise taxes attributable to payments made by the
     Borrowers pursuant to this clause (i).  Promptly after
     the date on which payment of any such Eurodollar Rate
     Tax is due pursuant to applicable law, the Borrower
     will, at the request of the Lender, furnish to the
     Lender evidence, in form and substance satisfactory to
     the Lender, that the Borrower has met its obligation
     under this Section 2.12(f); and
                    (ii)  the Borrower will indemnify the
     Lender against, and reimburse the Lender on demand for,
     any Eurodollar Rate Taxes paid by the Lender in its
     sole discretion.  The Lender shall provide the Borrower
     with (1)  appropriate receipts for any payments or
     reimbursements made by the Borrower pursuant to this
     clause (ii) and (2)  such information as may reasonably
     be required to indicate the basis for such Eurodollar
     Rate Taxes; provided, however, that if the Lender
     subsequently recovers, or receives a net tax benefit
     with respect to, any amount of Eurodollar Rate Taxes
     previously paid by the Borrower pursuant to this
     Section 2.12(f)(ii), the Lender shall, within thirty
     (30) days after receipt of such refund, and to the
     extent permitted by applicable law, pay to the Borrower
     the amount of any such recovery or permanent net tax
     benefit.
     
                                   (g)  Booking of
     Eurodollar Rate Loans.  The Lender may make, carry or
     transfer Eurodollar Rate Loans at, to or for the
     account of, any of its branch offices, agencies or the
     office of a Eurodollar Affiliate of the Lender;
     provided, however, the Lender shall not be entitled to
     receive any greater amount under Sections 2.1 or
     2.12(f) hereof as a result of the transfer of any such
     Revolving Credit Loan than the Lender would be entitled
     to immediately prior thereto unless (i)  such transfer
     occurred at a time when circumstances giving rise to
     the claim for such greater amount did not exist and
     were not reasonably foreseeable in the view of the
     Lender and (ii)  such claim would have arisen even if
     such transfer had not occurred.
     
                    (h)  Affiliates Not Obligated.  No
     Eurodollar Affiliate of the Lender shall be deemed a
     party to this Agreement or shall have any rights,
     liabilities or obligations under this Agreement." 
       
               5.   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 Fourth
     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.
     
               6.   The Borrower and each of the Corporate
     Guarantors expressly confirm and reaffirm that the
     release and discharge of Joule Maintenance of Bayonne,
     Inc. from the Corporate Guaranty does not affect the
     enforceability and validity of the Corporate Guaranty
     with respect to the Corporate Guarantors, and the
     Corporate Guaranty remains in full force and effect and
     binding against the Corporate Guarantors 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.
     
               7.   All other terms and conditions of the
     Loan Documents, as amended and modified through this
     Fourth 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
     Fourth Modification Agreement.
     
               8.   It is the intention of the parties
     hereto that this Fourth 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 Fourth 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 Fourth
     Modification Agreement are prejudiced hereby, if any,
     this Fourth 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.
     
               9.   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
     Fourth 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
     
                    (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
     Fourth 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 ATTEST:                                  
     CORPORATION
      
     
     
     By:
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  JOULE
     MAINTENANCE OF 
     ATTEST:                                 GIBBSTOWN, INC.
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  JOULE
     ENGINEERING CORP.
     ATTEST:
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     
     
     
     
     
     
     [SEAL]                                  JOULE TECHNICAL 
     
     ATTEST:                                 CORPORATION
      
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  JOULE
     TEMPORARIES 
     ATTEST:                                 CORPORATION
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  JOULE
     MAINTENANCE OF
     ATTEST:                                 NEW YORK, INC.
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  JOULE
     MAINTENANCE OF
     ATTEST:                                 MARYLAND, INC.
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  TIGER
     MAINTENANCE, INC.
     ATTEST:
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
      
     
     
     
     
                                             UNITED JERSEY
     BANK
     
     
                                             By:             
        
                                                  Craig A.
     Pasko
                                                  Vice
     President
     STATE OF NEW JERSEY      :    
     
                         :  ss.
     COUNTY OF MIDDLESEX :
     
          BE IT REMEMBERED, that on this ____ day of April,
     1996, 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 Craig A. Pasko, who, I am satisfied
     is the person who executed the within Instrument, as
     the Assistant Vice President of United Jersey 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 April,
     1996, 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 United Joule, Inc.,
     Joule Maintenance Corporation, 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 Tiger Maintenance, 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
     SCHEDULE "A"
     
     ATTACHED TO AND MADE A PART OF THAT CERTAIN
     FOURTH MODIFICATION AND EXTENSION AGREEMENT,
     EXECUTED BY AND AMONG, INTER ALIA, JOULE, INC., AS
     THE BORROWER, AND UNITED JERSEY BANK, AS THE LENDER
     DATED AS OF FEBUARY 6, 1996
     
     List of Eurodollar Affiliates
     
     NONE
     <PAGE>                                                 
     EXHIBIT 4.1c
     
     
     
     
     
     
                                                            
     
     FIFTH MODIFICATION AND EXTENSION AGREEMENT
     
     by and among
     
     JOULE, INC.
     as the Borrower
     
     and
     
     JOULE MAINTENANCE CORPORATION,
     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
     TIGER MAINTENANCE, INC.,
     collective, as the Corporate Guarantors
     
     and
     
     UNITED JERSEY BANK
     as the Lender
     
     Dated: as of May 31, 1996
     
                                                             
        FIFTH MODIFICATION AND EXTENSION AGREEMENT
     
     
          THIS FIFTH MODIFICATION AND EXTENSION AGREEMENT
     (including all amendments, modifications and
     supplements is hereinafter referred to as the "Fifth
     Modification Agreement"), is made as of this 31st day
     of May, 1996, 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 MAINTENANCE OF GIBBSTOWN, 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 Maintenance of
     Gibbstown, Inc."),
     
          AND
     
          JOULE ENGINEERING CORP., 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 Engineering Corp."),
     
          AND
     
          JOULE TECHNICAL CORPORATION, a corporation duly
     organized, validly existing and in good standing under
     the laws of the State of Virginia, having its principal
     executive office located at 1245 Route 1 South, Edison,
     New Jersey 08837 (hereinafter referred to as "Joule
     Technical Corporation"),
     
          AND
     
          JOULE TEMPORARIES 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 Temporaries Corporation"),
          AND
     
          JOULE MAINTENANCE OF NEW YORK, INC., a corporation
     duly organized, validly existing and in good standing
     under the laws of the State of New York, having its
     principal executive office located at 1245 Route 1
     South, Edison, New Jersey 08837 (hereinafter referred
     to as "Joule Maintenance of New York, Inc."),
     
          AND
     
          JOULE MAINTENANCE OF MARYLAND, INC., a corporation
     duly organized, validly existing and in good standing
     under the laws of the State of Maryland, having its
     principal executive office located at 1245 Route 1
     South, Edison, New Jersey 08837 (hereinafter referred
     to as "Joule Maintenance of Maryland, Inc."),
     
          AND
     
          TIGER MAINTENANCE, 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 the "Tiger Maintenance Inc." and hereinafter
     Joule Maintenance Corporation, Joule Maintenance of
     Gibbstown, Inc., Joule Engineering Corp., Joule
     Temporaries Corporation, Joule Maintenance of New York,
     Inc., Joule Maintenance of Maryland, Inc. and Tiger
     Maintenance, Inc. shall be collectively referred to as
     the "Corporate Guarantors"),
     
          AND
     
          UNITED JERSEY BANK, having an office located at
     Raritan Plaza II, Fieldcrest Avenue, Edison, New Jersey
     08837, being a banking corporation duly organized and
     validly existing under the laws of the State of New
     Jersey (hereinafter referred to as the "Lender").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, each of the 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
     
          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 Corporate
     Guarantor, collectively as the guarantor, executed and
     delivered to the Lender, as the lender, a separate
     Corporate Guaranty, pursuant to which each 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, 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
     
          WHEREAS, on March 31, 1994, the Borrower, the
     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, as of January 31, 1995, the Borrower, the
     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
     
          WHEREAS, on August 23, 1995, the Borrower, the
     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
     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
     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 even date herewith, the Borrower,
     as the maker, has 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 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 even date herewith, the Borrower,
     the Corporate Guarantors and the Lender have agreed to
     enter into this 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
     existing Termination Date of "May 31,1996" to a new
     Termination Date of "May 31, 1997"; 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 Fourth 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 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 May 31, 1996, presently due
     and owing on the Revolving Note the principal sum
     $2,598,000.00, 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)  $2,498,000.00 for outstanding Advances
     of direct loans under the Note and (b) $46,000.00 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 Fifth 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 Fifth 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, 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 Fifth 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:
     
               Article I, Section 1.1 (ll) of the Loan
     Agreement shall be amended and modified by deleting the
     existing Termination Date of "May 31, 1996" and
     inserting the new Termination Date of "May 31, 1997" in
     its place and stead.
     
          5.   The Loan Documents, as previously amended and
     modified, are hereby further amended and modified to
     delete any and all references to the existing maturity
     date of the Revolving Credit Loan of "May 31, 1996" and
     to insert in its place and stead a new maturity date of
     "May 31, 1997".
     
          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 Fifth 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.   All other terms and conditions of the Loan
     Documents, as amended and modified through this Fifth
     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
     Fifth Modification Agreement.
     
          8.   It is the intention of the parties hereto
     that this Fifth 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 Fifth 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 Fifth
     Modification Agreement are prejudiced hereby, if any,
     this Fifth 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.
     
          9.   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 Fifth
     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
     
               (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
     Fifth 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 ATTEST:                                  
     CORPORATION
      
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  JOULE
     MAINTENANCE OF 
     ATTEST:                                 GIBBSTOWN, INC.
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  JOULE
     ENGINEERING CORP.
     ATTEST:
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     
     
     
     
     
     
     [SEAL]                                  JOULE TECHNICAL 
     
     ATTEST:                                 CORPORATION
      
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  JOULE
     TEMPORARIES 
     ATTEST:                                 CORPORATION
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  JOULE
     MAINTENANCE OF
     ATTEST:                                 NEW YORK, INC.
     
     
          By:
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  JOULE
     MAINTENANCE OF
     ATTEST:                                 MARYLAND, INC.
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
     [SEAL]                                  TIGER
     MAINTENANCE, INC.
     ATTEST:
     
     
                                             By:             
        
     Bernard G. Clarkin                               
     Emanuel N. Logothetis
     Secretary                                    President
     
      
     
     
     
     
                                             UNITED JERSEY
     BANK
     
     
                                             By:             
        
                                                  Craig A.
     Pasko
                                                  Vice
     PresidentSTATE OF NEW JERSEY       :    
     
                         :  ss.
     COUNTY OF MIDDLESEX :
     
          BE IT REMEMBERED, that on this ____ day of June,
     1996, 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 Craig A. Pasko, who, I am satisfied
     is the person who executed the within Instrument, as
     the Assistant Vice President of United Jersey 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,
     1996, 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 United Joule, Inc.,
     Joule Maintenance Corporation, 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 Tiger Maintenance, 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
     
     
     
                                                  EXHIBIT 13
     
     
       Annual 
     Report
        1996
     JOULE' INC and SUBSIDIARIES
     COMPANY and INDUSTRY OVERVIEW
     
     JOULE' is a publicly owned American Stock Exchange
     technical staffing services company, founded over 30
     years ago, that specializes in changing the "fixed
     overhead" of Fortune 500 companies into "variable
     overhead" through outsourcing of non-core staffing
     needs.
     
     Outsourcing allows a company to turn over various
     support positions to specialized outside vendors so
     that it can concentrate on building and managing its
     core business. At the same time it enjoys the benefit
     of a more variable cost structure along with improved
     quality since the outsourcing vendor must be
     competitive as well as specialized in its field.
     Today's global economy demands that companies
     constantly strive to become more efficient and flexible
     in order to survive and prosper.
     
     JOULE' accomplishes this by supplying thousands of
     employees each year to its customers who are billed on
     an hourly basis. The staffing services business markets
     through thirteen branches, mainly in the New Jersey
     area, using the trademarks "JOULE' Technical Staffing
     Services", "JOULE' Industrial Services" and "People
     Providers".
     
     As companies have re-engineered their operations,
     market opportunities have continued to develop for
     JOULE'. More and more companies in an increasing number
     of industries are seeking the advantages of outsourcing
     staffing, thereby improving the quality of their
     support services while also better controlling their
     costs. JOULE' believes this trend toward outsourcing
     will continue to offer excellent growth opportunities
     for us in the future.
     
     
     Contents
     
          1    Selected Financial Information
     
          2    Letter to Shareholders
     
          4    Management's Discussion and Analysis of
     Financial Condition and Results of Operations
     
          6    Financial Statements
     
          12   Accountants' Report and Stock Market
     Information
     
          IBC  Corporate Data
     
     
     
     
     <PAGE>
     
     Joule' Inc. and Subsidiaries
     <TABLE>
     CAPTION>
     Selected Financial Information
     
               Year Ended September 30,
               1996 1995 1994 1993 1992
               (In thousands, except per share data)
     <S>                                         <C>         
           <C>                <C>                  <C>       
              <C>
     Revenues                $48,449           $43,641       
      $36,216           $ 32,123          $29,377
     Net Income (Loss)        1,026                   938    
                 710              (3,376)(1)           461
     Net Income (Loss) Per Share     0.28                 
     0.26                0.20                (0.93)(1)       
      0.13
     Total Assets                          10,809            
      10,802              8,576                6,508         
       11,636
     Long Term Debt                        431               
        456                 424                     --       
                --
     Total Liabilities                      5,710            
        6,883              5,609                 4,251       
         6,003
     
     <FN>
     (1)  Includes a non-recurring net charge of $3,955,000
     or $1.10 per share (after a related tax benefit of
     $2,026,000) to eliminate the carrying value of claims
     with a U.S. Government Agency.
     </TABLE>
     
     
     1
     <PAGE>
     JOULE' INC. And SUBSIDIARIES
     TO OUR SHAREHOLERS
     
     
     Fiscal 1996 was a year of growth for JOULE'. We
     achieved record revenues for the fifth consecutive year
     and continued to invest in our future through the
     expansion of our infrastructure, further development of
     our markets, and greater strategic positioning to
     capitalize on new opportunities in the years to come.
     
     Revenues for fiscal 1996 were $48.4 million, an
     increase of 11 percent from fiscal 1995 revenues of
     $43.6 million. This increase has put our five-year
     compound average growth in revenues at 16 percent. Net
     income also continued to improve for fiscal 1996 to
     $1.0 million, or $0.28 per share, from $938,000, or
     $0.26 per share, for fiscal 1995. Excluding a
     non-recurring charge in fiscal 1993 for the write-off
     of claims against a U.S. government agency, earnings
     have grown every year since fiscal 1990.
     
     We achieved earnings growth in fiscal 1996 despite the
     completion of certain work during the fourth quarter
     that carried lower than expected margins. We have
     focused on reducing this type of work, which
     constitutes less than 10 percent of our business.
     Financial results for fiscal 1996 also reflect recent
     investments in our infrastructure to support the much
     higher level of business that we are striving to
     achieve. Over the past two years we have significantly
     expanded our training facilities, installed new
     telecommunications and computer systems that link our
     branches together, and further strengthened our
     management ranks.
     In fiscal 1996, we refined JOULE' s business strategy
     and focused on outstanding areas of opportunity. We are
     dedicated to continue developing JOULE' into the
     premier regional provider of staffing services,
     primarily in the technical areas of engineering,
     design, scientists, and lab technicians.
     
     More companies are looking to JOULE' for skilled
     professionals that can meet their specialized needs. We
     have been successful in providing high value-added
     services for major companies in several industries,
     including the pharmaceutical, petroleum refining, and
     telecommunications industries. Our capabilities and
     services were recognized in fiscal 1996 when a major
     pharmaceutical company selected JOULE' over national
     temporary service providers to be the primary vendor
     for its technical staffing needs. As the
     vendor-on-premise for this company, we will provide our
     client assistance in integrating our temporary
     technical staff into their operations with an on-site
     representative. This appointment is a major
     breakthrough for a regional staffing company, as more
     large companies are moving toward this concept for
     their staffing service needs. This new relationship
     will havea positive impact on our fiscal 1997 results,
     and we are optimistic that it will help us extend our
     reach to other major companies to secure additional
     primary vendor and vendor-on-premise appointments.
     <PAGE>
     In addition to pursuing growth internally, the Company
     is also exploring business opportunities through
     strategic alliances including mergers and acquisitions.
     In fiscal 1996, two outstanding financial professionals
     joined JOULE' s board of directors. We are confident
     that these individuals will enhance our company with
     their financial acumen and extensive business
     experience.
     
     We have made significant progress during fiscal 1996
     and are optimistic about our potential for further
     growth. The Company continues to strengthen its
     competitive edge as we focus on developing our core
     strength as a technical staffing services company. This
     niche market holds significant promise for us within
     the multi-billion dollar staffing industry, even as
     some sectors of the industry are experiencing
     increasing competitive pressures.
     
     I wish to thank our shareholders for their continued
     support, and our dedicated employees for making fiscal
     1996 a success and positioning the Company for further
     growth and development in fiscal 1997 and beyond.
     
     
     
     Emanuel N. Logothetis
     Chairman, President and Chief Executive Officer
     
     
     <PAGE>
     Joule' Inc. and Subsidiaries
     
     Management's Discussion and Analysis of Financial
     Condition and Results of Operations
     
     Results of Operations
     The following table sets forth the percentage
     relationship of certain items in the Company's
     consolidated statements of income:
                                                             
                Year Ended September 30,
                                                             
      1996                1995                 1994
     Revenues                                                
     100.0%           100.0%             100.0%
     Costs, expenses and other
        Cost of services                                     
     83.2                 83.1                 84.1
        Selling, general & administrative 
            expenses                                         
        12.9                 12.5                 12.4
        Interest expense                                     
      0.6                   0.9                   0.7
        Other                                                
             --                    0.1                    --
     Income before income tax provision         3.3          
            3.4                   2.8
     Income tax provision                                 
     1.2                  1.3                   0.8
     Net income                                              
        2.1                 2.1                   2.0
     
     The Company's revenues are derived from providing
     staffing services to its customers. Revenues increased
     11% to $48.4 million in fiscal 1996, from $43.6 million
     in 1995. 1995 revenues were 21% higher than in 1994
     when they amounted to $36.2 million. Over 90% of
     revenue in each year is billed on a cost plus basis.
     Such services include providing office and light
     industrial workers, engineering and technical
     personnel, and skilled craft industrial plant and
     facility maintenance labor. Office and light industrial
     revenue increased 10% to $15.0 million in 1996 from
     $13.6 million in 1995, following a 25% increase in 1995
     over 1994 revenue of $10.9 million. Engineering and
     technical staffing revenue was $11.6 million in 1996, a
     32% increase over 1995 revenue of $8.8 million. This
     followed a 35% increase over 1994 revenue of $6.5
     million. Skilled craft revenue increased 3% in 1996 to
     $21.9 million, while 1995 revenue of $21.2 million
     represented a 13% increase over 1994 revenue of $18.8
     million. The increases in revenue during these years
     were attributable to increased demand for such
     services. The demand for technical skills has been the
     major source of such growth in recent years and the
     Company intends to continue to pursue existing and new
     niches with technical requirements in particular.
     
     Cost of services was 83.2% of revenue in fiscal 1996
     compared to 83.1% of revenue in 1995 and 84.1% in 1994.
     These expenses consist primarily of compensation to
     employees on assignment to clients and related costs,
     including social security, unemployment taxes, general
     liability and workers' compensation insurance, and
     other costs of services. Selling, general and
     administrative expenses amounted to $6.2 million in
     1996, compared to $5.4 million in 1995 and $4.5 million
     in 1994. Such expenses were 12.9%, 12.5%, and 12.4% of
     revenues in 1996, 1995 and 1994, respectively. The
     increase in 1996 reflects additional expenses in
     anticipation of higher sales levels that did not
     materialize. Selling, general and administrative
     expenses include the salaries and related costs of
     staff employees, advertising, professional fees,
     depreciation, provision for the allowance for doubtful
     accounts and other costs related to maintaining the
     Company's branch offices.
     <PAGE>
     Interest expense decreased to $311,000 in 1996 from
     $396,000 in 1995 as average borrowings, as well as
     interest rates, decreased. Lower average borrowing and
     lower interest rates in 1994 than 1995 resulted in
     lower interest expense of $269,000. The effective tax
     rate was 37% in 1996, 38% in 1995 and 30% in 1994. The
     lower rate in 1994 was principally due to greater
     utilization of loss carry forwards and job tax credits.
     As a result of the above, net income increased to
     $1,026,000 or $0.28 per share in 1996 compared with net
     income of $938,000 or $0.26 per share in 1995, and
     $710,000 or $0.20 per share in 1994.
     
     Liquidity and Capital Resources
     Current assets at September 30, 1996 were $8,623,000 as
     compared to $8,902,000 at September 30, 1995 and
     current liabilities were $5,279,000 compared to
     $6,427,000 as of September 30, 1995. Employees
     typically are paid on a weekly basis. Clients generally
     are billed on a weekly basis. The Company has generally
     utilized bank borrowings to meet its working capital
     needs. The Company has a $4,500,000 bank line of
     credit; loans thereunder are secured principally by
     receivables and bear interest at the bank's prime rate
     with a LIBOR plus two and one quarter percent option;
     $2,343,000 was outstanding under this line as of
     September 30, 1996.
     
     The Company invested approximately $220,000 in new
     computer related systems as well as $280,000 in
     vehicles during 1996. The Company believes that
     internally generated funds and available borrowings
     will provide sufficient cash flow to meet its
     requirements for the next 12 months.
     <PAGE>
     
     Joule' Inc. and Subsidiaries
     <TABLE>
     Consolidated Statements of Income
     <CAPTION>
                                                             
         Year Ended September 30,
                                                             
             1996                1995                 1994
     <S>                                                     
                        <C>                 <C>              
        <C>
     Revenues                                         
     $48,449,000     $43,641,000      $36,216,000
     Costs, Expenses, and Other:
          Cost of services                                 
     40,293,000        36,245,000       30,456,000
          Selling, general and administrative 
              expenses                                  
     6,231,000         5,434,000        4,496,000
          Interest expense                                   
        311,000           396,000               269,000
          Other                                              
           (13,000)              53,000              
     (19,000)
     Income Before Income Tax Provision    1,627,000       
     1,513,000        1,014,000
     Income Tax Provision (Note 5)            601,000        
      575,000               304,000
     Net Income                                             
     $ 1,026,000    $     938,000   $      710,000
     Net Income Per Common Share                  $0.28      
               $0.26                 $0.20
     Average Number of Shares and
          Equivalents Outstanding                     
     3,651,000      3,628,000        3,623,000
     
     See accompanying notes to consolidated financial
     statements.
     </TABLE>
     <PAGE>
     <TABLE>
     
     Joule' Inc. and Subsidiaries
     <CAPTION>
     Consolidated Balance Sheets
     
                                                             
                                                             
              September 30,
     Assets                                                  
                                                 1996        
                1995
     <S>                                                     
                                                     <C>     
                      <C>
     Current Assets:
          Cash                                               
                           $      175,000     $         
     70,000
          Accounts receivable, less allowance for doubtful
     accounts
               of $217,000 and $140,000 in 1996 and 1995, 
               respectively (Note 7)                         
                                 8,128,000  8,514,000
          Prepaid expenses and other current assets          
               320,000     318,000
                         Total Current Assets                
                              8,623,000     8,902,000
     Property and Equipment, Net of Accumulated Depreciation
     of 
          $2,844,000 and $2,470,000 in 1996 and 1995,
     respectively     2,019,000      1,698,000
     Goodwill                                                
                                  108,000      132,000
     Other Assets                                            
                                         59,000       70,000
                                                             
                                  $10,809,000        
     $10,802,000
     Liabilities and Stockholders' Equity
     Current Liabilities:
          Loans payable to bank                              
                        $ 2,343,000          $4,105,000
          Accounts payable and accrued expenses              
                  1,817,000 1,137,000
          Accrued payroll and related taxes                  
                         1,094,000    1,083,000
          Income taxes                                       
                                          --         77,000
          Current portion of long term debt                  
                              25,000       25,000
                         Total Current Liabilities           
                                   5,279,000    6,427,000
     Long Term Debt                                          
                           431,000       456,000
                         Total Liabilities                   
                                     5,710,000  6,883,000
     Stockholders' Equity:
          Preferred stock, $.01 par value:
               Authorized 500,000 shares, none outstanding   
                                    --                       
     --
          Common stock, $.01 par value:
               Authorized 10,000,000 shares-issued 3,807,000
     and 
                    3,760,000 shares in 1996 and 1995,
     respectively                38,000     38,000
          Paid-in capital                                    
                                  3,637,000     3,502,000
          Retained earnings                                  
                                  1,813,000        787,000
                                                             
                                      5,488,000 4,327,000
     Less:     Cost of 146,400 and 150,000 shares of common 
                 stock held in treasury in 1996 and 1995,
     respectively          389,000      408,000
                         Total Stockholders' Equity          
                       5,099,000 3,919,000
                                                             
                                  $10,809,000       
     $10,802,000
     <FN>
     See accompanying notes to consolidated financial
     statements.
     </TABLE>
     <PAGE>
     Joule' Inc. and Subsidiaries
     <TABLE>
     Consolidated Statements of Changes in Stockholders'
     Equity
     <CAPTION>
     
     
                                                 Number of   
                               Retained  
                                                 Shares of   
          Common        Paid-in       Earnings     Treasury
                                            Common Stock     
     Stock           Capital        (Deficit)     Stock
     <S>                                                     
             <C>          <C>               <C>           
     <C>          <C>
     Balances, September 30, 1993         3,750,000       
     $38,000      $3,488,000 $  (861,000)  $(408,000)
     Year Ended September 30, 1994:
        Net Income                                          
     --                       --                  --         
      710,000             --
     Balances, September 30, 1994         3,750,000        
     38,000        3,488,000      (151,000)   (408,000)
     Year Ended September 30, 1995:
        Net Income                                           
      --                   --                    --        
     938,000              --
        Stock Options Exercised                   10,000     
               --              14,000                 --     
             --
     Balances, September 30, 1995        3,760,000       
     38,000         3,502,000       787,000   (408,000)
     Year Ended September 30, 1996:
        Net Income                                        -- 
                   --                       --     1,026,000 
                --
        Issuance of 3,600 Treasury           
            Shares at $51 1/8 per share                   -- 
                    --                      --               
      --      19,000
        Stock Options Exercised                  47,000      
              --             135,000                 --      
            --
     Balances, September 30, 1996       3,807,000      
     $38,000       $3,637,000    1,813,000 $(389,000)
     <FN>
     See accompanying notes to consolidated financial
     statements.
     </TABLE>
     
     
     
     Joule' Inc. and Subsidiaries
     <TABLE>
     Consolidated Statements of Cash Flows
     <CAPTION>
                                                             
                     Year Ended September 30,
                                                             
          1996                             1995              
             1994
     <S>                                                     
                     <C>                              <C>    
                       <C>
     Cash Flows from Operating Activities:
     Net income                                          $   
      1,026,000          $      938,000       $      710,000
     Adjustments to reconcile net income to net
        cash flows provided by (used in)
        operating activities:
           Depreciation and amortization              
     400,000                  346,000             232,000
           Loss from disposal of equipment                   
        --                      4,000                     --
           Provision for losses on accounts receivable 
     109,000                 120,000                   
     65,000
           Changes in operating assets and liabilities:
              Accounts receivable                       
     277,000            (2,341,000)         (1,322,000)
              Prepaid expenses and other assets           
     7,000                404,000            (295,000)
              Accounts payable and accrued expenses   
     680,000                  231,000                (8,000)
              Accrued payroll and related taxes         
     11,000                 382,000             210,000
              Income taxes                                   
        (77,000)                (138,000)            165,000
                   Net cash flows provided by (used in) 
                        operating activities       
     2,433,000                   (54,000)          (243,000)
     Cash Flows from Investing Activities:
        Acquisitions of property and equipment       
     (695,000)              (738,000)            (741,000)
                 Net cash flows used in investing 
                          activities                        
     (695,000)                 (738,000)           
     (741,000)
     Cash Flows from Financing Activities:
        Increase (decrease) in loans payable to 
               bank                                          
                 (1,762,000)                 742,000        
     567,000
        Payment of long term debt                        
     (25,000)                (19,000)                   --
        Additions to long term debt                       
     --                  76,000             424,000
        Exercise of stock options                       
     154,000               14,000                    --
           Net cash flows provided by (used in) 
                        financing activities     
     (1,633,000)               813,000        991,000
     Net Change in Cash                                  
     105,000                  21,000          7,000
     Cash, Beginning of Period                           
     70,000              49,000         42,000
     Cash, End of Period                          $     
     175,000  $          70,000        $          49,000
     Supplemental Cash Flow Information:
        Interest paid                                        
     $      318,000       $      410,000         $     
     262,000
        Income taxes paid                              $     
     763,000          $      722,000         $      149,000
     <FN>
     
     See accompanying notes to consolidated financial
     statements.
     </TABLE>
     <PAGE>
     Joule' Inc. and Subsidiaries
     Notes to Consolidated Financial Statements
     
     Note 1--Summary of Significant Accounting Policies:
     Basis of Presentation--The consolidated financial
     statements include the accounts of JOULE' INC. and its
     wholly-owned subsidiaries. All significant intercompany
     transactions have been eliminated in consolidation.
     
     Use of Estimates--The preparation of accrual basis
     financial statements requires management to make
     estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the
     financial statements and the reported amounts of
     revenues and expenses during the reporting period.
     Actual results could differ from those estimates.
     Property and Equipment--Property and equipment are
     stated at cost. Depreciation has been provided by use
     of various methods, primarily straight-line, at rates
     based upon estimated useful lives of 3 to 5 years for
     automotive equipment and 5 to 10 years for machinery,
     equipment, furniture and fixtures. Improvements to
     leasehold property are amortized on the straight-line
     method over the remaining lease term or useful lives of
     related property, whichever is shorter. Buildings are
     depreciated over 30 years.
     Revenue Recognition--Revenue is recorded after services
     are rendered.
     
     Income Taxes--The Company accounts for income taxes
     pursuant to the provisions of Statement of Financial
     Accounting Standards No. 109, "Accounting for Income
     Taxes" which utilizes the liability method and results
     in the determination of deferred taxes based on the
     estimated future tax effects of differences between the
     financial statement and tax bases of assets and
     liabilities using enacted tax rates currently in
     effect.
     
     Net Income Per Share--Net income per share is based
     upon the weighted average number of shares and common
     stock equivalents outstanding during each year. Common
     stock equivalents consist of outstanding stock options
     using the treasury stock method, if dilutive.
     
     Goodwill--Goodwill is being amortized over a period of
     approximately ten years. Amortization of goodwill
     amounted to $24,000 in 1996, 1995 and 1994,
     respectively.
     
     Long-Lived Assets--During 1996, the Company adopted the
     provisions of Statement of Financial Accounting
     Standards No. 121, "Accounting for the Impairment of
     Long-Lived Assets" (SFAS 121). SFAS 121 requires, among
     other things, that an entity review its long-lived
     assets and certain related intangibles for impairment
     whenever changes in circumstances indicate that the
     carrying amount of an asset may not be fully
     recoverable. As a result of its review, the Company
     does not believe that any impairment currently exists
     related to the long-lived assets.
     
     Stock Based Compensation--The Financial Accounting
     Standards Board issued a standard, "Accounting for
     Stock-Based Compensation" (SFAS 123). SFAS 123 requires
     that an entity account for employee stock compensation
     under a fair value based method. However, SFAS 123 also
     allows an entity to continue to measure compensation
     cost for employee stock-based compensation arrangements
     using the intrinsic value based method of accounting
     prescribed by APB Opinion No. 25, "Accounting for Stock
     Issued to Employees" (Opinion 25). Entities electing to
     remain with the accounting under Opinion 25 are
     required to make pro forma disclosures of net income
     and earnings per share as if the fair value based
     method of accounting under SFAS 123 has been applied.
     The accounting and disclosure requirements of this
     standard are effective for the Company's 1997 fiscal
     year. The Company expects to continue to account for
     employee stock-based compensation under Opinion 25.
     
     Note 2--Property and Equipment:
     
     Property and equipment consists of:
                                                             
                                    September 30,
                                                             
                                  1996                 1995
     Machinery and equipment                                
     $2,268,000         $1,902,000
     Furniture and fixtures                                  
                     539,000               529,000
     Automotive equipment                                    
      1,015,000             733,000
     Building and leasehold improvements                
     287,000           250,000
     Buildings                                               
                  584,000             584,000
     Land                                                    
                         170,000           170,000
                                                             
                      4,863,000         4,168,000
     Less: Accumulated depreciation and
          amortization                                       
             2,844,000        2,470,000
                                                             
                    $2,019,000        $1,698,000
     
     Note 3--Loans Payable to Bank and Long Term Debt:
     
     The Company has an annual renewable line of credit of
     $4,500,000 with interest at its bank's prime rate with
     a LIBOR plus two and one-quarter percent option. At
     September 30, 1996 $2,157,000 of the line of credit was
     unused, substantially all of which was available for
     use. Related loans are collateralized principally by
     accounts receivable.
     
     There is a mortgage loan for $456,000 on the Company's
     staffing operations building. At September 30, 1996
     $25,000 was due within one year and classified as a
     current liability. Additional principal payments
     approximating $25,000 per year will be made until
     December 1999, when there will be a balloon payment due
     for the balance. The interest rate is the bank's base
     rate plus 11 1/2%.
     <PAGE>
     
     
     
     Note 4--Stock Option Plan:
     In fiscal 1992, the Company adopted a new StockOption
     Plan. The plan provides for the grant of non-qualified
     or incentive stock options covering up to an aggregate
     of 500,000 shares of common stock to directors,
     officers, and other employees of the Company. The
     option price cannot be less than the fair market value
     of the stock at the time the options are granted. At
     September 30, 1996, there were 15,000 stock options
     outstanding at prices ranging from $3.50 to $4.25 under
     this plan. None of these is exercisable. There were
     also 6,500 stock options outstanding at September 30,
     1996 from a previous stock option plan at prices
     ranging from $2.63 to $6.13. In 1996 and 1995,
     respectively, 47,000 and 10,000 options were exercised
     and, in 1996, 15,000 were granted at prices ranging
     from $3.50 to $4.25. No options were granted, canceled
     or exercised in 1994.
     
     Note 5--Income Taxes:
     Comparative analysis of the provisions for income taxes
     follows:
                                                             
                                              September 30,
                                                             
                             1996               1995         
         1994
     Current:
          Federal                                            
      $454,000      $446,000       $213,000
          State and Local                                    
      147,000         129,000          91,000
                                                             
        $601,000    $575,000       $304,000
     
     The provision for income taxes varied from the tax
     computed at the U.S. Federal statutory rates of 34% in
     fiscal 1996, 1995 and 1994 for the following reasons:
     
                                                             
                                            September 30,
                                                             
                         1996                  1995          
       1994
     U.S. Federal at statutory rates         $553,000 
     $514,000  $345,000
     State income taxes, net of
          Federal tax benefit                                
      98,000     85,000         61,000
     Utilization of operating loss
          carryforward                                 
     (52,000)            --     (16,000)
     Job Tax Credits                                         
       --      (16,000)        (90,000)
     Other                                                   
                2,000      (8,000)          4,000
                                                             
     $601,000     $575,000  $304,000
     
     Note 6--Commitments and Contingencies:
     
     The Company's facilities are leased under
     noncancellable terms expiring through 2000. Rent
     expense was $273,000, $275,000 and $295,000 for the
     years ended September 30, 1996, 1995 and 1994,
     respectively.
     
     Aggregate rentals for the remaining lease terms at
     September 30, 1996 are as follows:
     
     Year Ending September 30,
     1997      $ 76,000
     1998      17,000
     1999      16,000
     2000      1,000
               $110,000
     
     Note 7--Transactions with Major Stockholders and
     Affiliates:
     
     The Company rented facilities from certain of its
     stockholders and their affiliates for approximately
     $199,000, $199,000 and $208,000 for the years ended
     September 30, 1996, 1995 and 1994, respectively. At
     September 30, 1996, the Company had lease commitments
     of $37,000, $16,000, $16,000 and $1,000 for the years
     ending September 30, 1997, 1998, 1999 and 2000,
     respectively, for these facilities.
     
     The Company paid various major stockholders legal and
     consulting fees of $21,000, $16,000 and $13,000 for the
     years 1996, 1995 and 1994; and accounts receivable
     include amounts due from affiliates and stockholders of
     $1,198,000, $1,038,000 and $885,000 at September 30,
     1996, 1995 and 1994, respectively. Substantially all of
     the amount receivable at September 30, 1996,
     representing amounts owing from Kahle Engineering
     Corp., has been guaranteed by the Company's principal
     shareholder.
     
     Note 8--Geographic Information:
     
     The Company is engaged in the staffing services
     business, providing personnel to business and industry.
     The Company derived 68%, 67% and 70%, of its revenues
     from services provided to customers in New Jersey in
     1996, 1995 and 1994, respectively.
     
     <PAGE>
     Report of Independent Public Accountants
     
     To the Stockholders and
     Board of Directors of Joule' Inc.
     We have audited the accompanying consolidated balance
     sheets of Joule' Inc. (a Delaware corporation) and
     subsidiaries as of September 30, 1996 and 1995 and the
     related consolidated statements of income, changes in
     stockholders' equity and cash flows for each of the
     three years in the period ended September 30, 1996.
     These financial statements are the responsibility of
     the Company's management. Our responsibility is to
     express an opinion on these financial statements based
     on our audits.
     
     We conducted our audits in accordance with generally
     accepted auditing standards. Those standards require
     that we plan and perform the audit to obtain reasonable
     assurance about whether the financial statements are
     free of material misstatement. An audit includes
     examining, on a test basis, evidence supporting the
     amounts and disclosures in the financial statements. An
     audit also includes assessing the accounting principles
     used and significant estimates made by management, as
     well as evaluating the overall financial statement
     presentation. We believe that our audits provide a
     reasonable basis for our opinion.
     
     In our opinion, the financial statements referred to
     above present fairly, in all material respects, the
     financial position of Joule' Inc. and subsidiaries as
     of September 30, 1996 and 1995, and the results of
     their operations and their cash flows for each of the
     three years in the period ended September 30, 1996 in
     conformity with generally accepted accounting
     principles.
     
     ARTHUR ANDERSEN LLP
     Roseland, New Jersey
     November 19, 1996
     
     Stock Market Information
     Market for Registrant's Common Equity and Related
     Stockholder Matters
     
     The Company's Common Stock is traded on the American
     Stock Exchange under the symbol JOL. The high and low
     sales prices for the Common Stock as reported by the
     American Stock Exchange were as follows:
                                                             
                                     High                    
            Low
     Calendar 1994
          Fourth Quarter                                     
             23 1/4                   13 1/4
     Calendar 1995
          First Quarter                                      
               3                              13 1/4
          Second Quarter                                     
               3                                2
          Third Quarter                                      
             43 1/4                      2
          Fourth Quarter                                     
             41 1/2                              3 1/2
     Calendar 1996
          First Quarter                                      
             53 1/4                     31 1/4
          Second Quarter                                     
             81 1/4                     31 1/4
          Third Quarter                                      
             63 1/4                     41 1/8
          Fourth Quarter (through December 3)             
     53 1/8                      35 1/8
     
     As of November 29, 1996, there were approximately 800
     holders of the Company's Common Stock. No cash
     dividends have been declared on the Common Stock.
     <PAGE>
     
     
     Joule' Inc. and Subsidiaries
     
     Corporate Data
     
     Board of Directors
     
     Richard P. Barnitt
     Financial Consultant
     
     Paul L. DeBacco
     President
     Michael Christopher Group Inc.
     
     Anthony Grillo
     Senior Managing Director
     The Blackstone Group, L.P.
     
     Robert W. Howard
     Chairman of the Board
     Reisen Lumber Industries, Inc.
     
     Emanuel N. Logothetis
     Chairman of the Board, President and Chief Executive
     Officer
     
     Nick M. Logothetis
     President
     Chartwell Consulting Group
     
     Steven Logothetis
     Attorney
     
     Officers
     Emanuel N. Logothetis
     Chairman of the Board, President and Chief Executive
     Officer
     
     Bernard G. Clarkin
     Vice President, Chief Financial Officer and Secretary
     
     Philip DelVecchio
     Vice President
     
     John F. Logothetis
     Vice President
     
     Corporate Information
     For a copy of Form 10-K or other information about the
     Corporation, contact:
     
     Investor Relations
     Secretary
     JOULE' Inc.
     1245 Route 1 South
     Edison, New Jersey 08837
     (908)548-5444
     
     Auditors
     Arthur Andersen LLP
     101 Eisenhower Parkway
     Roseland, New Jersey 07068
     
     Transfer Agent & Registrar
     Continental Stock Transfer & Trust Co.
     2 Broadway
     New York, N.Y. 10275-0491
     
     JOULE' Common Stock is traded on the American Stock
     Exchange under the symbol JOL.
     
     Annual Meeting
     The annual meeting of JOULE' Inc. will be held on
     Wednesday, February 5, 1997 at 10:30 a.m., at the Pines
     Manor, Edison, New Jersey.
     
     JOULE' Inc. Offices
     
     Headquarters
     1245 Route 1 South
     Edison, New Jersey 08837
     (908)548-5444
     Fax (908)494-6346
     
     1235 Route 1 South
     Edison, NJ 08837
     (908)906-0906
     
     362 Parsippany Road
     Parsippany, New Jersey 07054
     (201)428-8100
     
     1271 Paterson Plank Road
     Secaucus, New Jersey 07094
     (201)348-3677
     
     The Atrium
     80 Route 4 East
     1st Floor, Suite 105
     Paramus, New Jersey 07652
     (201)845-0900
     
     429 East Broad Street
     Gibbstown, New Jersey 08027
     (609)423-7500
     (215)342-3300
     
     1638 Tilton Road
     Northfield, New Jersey 08225
     (609)383-1433
     
     2333 Whitehorse-Mercerville Road
     Trenton, New Jersey 08619
     (609)588-5900
     
     77 Main Street
     P.O. Box 7
     Fishkill, New York 12524
     (914)897-3900
     
     2400 West Cypress Creek Road
     Suite 100
     Ft. Lauderdale, Florida 33309
     (954)492-1110
     
     4300-A Ridge Road
     Baltimore, Maryland 21236
     (410)284-3400
     
     1500 N. Kings Highway Suite 104
     Cherry Hill, New Jersey 08034
     (609)216-0301
     
     
     
     
     
     
     Designed by Curran & Connors, Inc.
     
     <PAGE>
                                                  EXHIBIT 21
     
     
     SUBSIDIARIES OF 
     JOULE' INC.
     
     
     
     Subsidiary                                              
                               State of Incorporation
     
     JOULE' Maintenance Corporation               New Jersey
     
     JOULE' Maintenance of Gibbstown, Inc.        New Jersey
     
     JOULE' Engineering Corp.           New Jersey
     
     JOULE' Technical Services, Inc.              New Jersey
     
     JOULE' Temporaries Corp.           New Jersey
     
     JOULE' Maintenance of New York, Inc.           New York
     
     JOULE' Maintenance of Maryland, Inc.           
     Maryland
     
     Eisler Engineering Corp.           New Jersey
     
     20 Orchard St., Inc.                    New Jersey
     
     
     
     
     
     
     
     <PAGE>
     
                              EXHIBIT 23.1
     
     
     
     Arthur Andersen LLP
     
     
     
     
     
     As independent public accountants, we hereby consent to
     the incorporation of our report incorporated by
     reference in this Form 10-K, into the Company's
     previously filed Registration Statement File No.
     33-57996.
     
     
                    Arthur Andersen LLP
                    ARTHUR ANDERSEN LLP
     
     
     Roseland, New Jersey
     December 30, 1996
     
     
     
     <PAGE>                   EXHIBIT 27
     
     [ARTICLE] 5
     [CIK] 0000798168
     [NAME] JOULE INC.
     <TABLE>
     <S>                                      <C>
     [PERIOD-TYPE]                           12-MOS
     [FISCAL-YEAR-END]                            
     SEP-30-1996
     [PERIOD-END]                                
     SEP-30-1996
     [CASH]                                                
     175
     [SECURITIES]                                          
     0
     [RECEIVABLES]                                     8,345
     [ALLOWANCES]                                          
     217
     [INVENTORY]                                           
     0
     [CURRENT-ASSETS]                                  8,623
     [PP&E]                                            4,863
     [DEPRECIATION]                                    
     2,844
     [TOTAL-ASSETS]                                   
     10,809
     [CURRENT-LIABILITIES]                             5,279
     [BONDS]                                               
     431
     [PREFERRED-MANDATORY]                                 
     0
     [PREFERRED]                                           
     0
     [COMMON]                                              
     38
     [OTHER-SE]                                        5,061
     [TOTAL-LIABILITY-AND-EQUITY]                    10,809
     [SALES]                                               
     0
     [TOTAL-REVENUES]                                 
     48,449
     [CGS]                                                 
     0
     [TOTAL-COSTS]                                    
     40,293
     [OTHER-EXPENSES]                                  6,109
     [LOSS-PROVISION]                                      
     109
     [INTEREST-EXPENSE]                                    
     311
     [INCOME-PRETAX]                                   1,627
     [INCOME-TAX]                                          
     601
     [INCOME-CONTINUING]                               1,026
     [DISCONTINUED]                                        
     0
     [EXTRAORDINARY]                                       
     0
     [CHANGES]                                             
     0
     [NET-INCOME]                                      1,026
     [EPS-PRIMARY]                                         
     .28
     [EPS-DILUTED]                                         
     .28
     </TABLE>