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, 1999

                                       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: 732-548-5444

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. [ ]

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 21, 1999, was approximately $ 2,034,000.

As of December 21, 1999, there were 3,674,000 shares of Common Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Company's Annual Report to Stockholders for the fiscal
year ended September 30, 1999 filed with the Securities and Exchange Commission
(The "Commission") pursuant to Rule 14a-3 under the Securities Exchange Act of
1934 (the "1999 Annual Report"), 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 2000 Annual Meeting of Stockholders (the "Proxy
Statement") 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 commercial (skilled office and light industrial)
workers, technical professionals, and skilled craft industrial plant and
facility maintenance personnel to business and industry on a temporary basis.

     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, approximately 95% of revenue is
billed based on direct cost plus a mark-up to cover the Company's overhead and
profit. At September 30, 1999, approximately 2400 employees were on assignment
to approximately 450 clients for periods ranging in duration from one day to
several years.

     In May 1999, the Company completed the acquisition of the principal
operating assets (excluding cash and receivables) of Ideal Technical Services
("Ideal"), a staffing company specializing in engineering and other technical
services, for $1.3 million. Ideal, which has offices in Mobile, Alabama and
Houston, Texas, had been a subsidiary of SkillMaster, Inc. of Houston, Texas.
This acquisition substantially increased the size and geographic coverage of the
Company's technical staffing operations.

     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 commercial (skilled office and light industrial
workers) to business and industry. The office workers are comprised of word
processing, data entry, consumer service 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
fourteen offices in New Jersey, Delaware, Maryland and 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,
terminations or reassignments of the clients full-time employees and, in other
cases to supplement the clients 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. In 1998, the Company initiated a van
transportation program to transport some of its commercial staffing workers to
job sites. Employees who use this service, which is voluntary, pay a daily fee
which currently partially offsets the cost of the program. During 1999, the
number of office and light industrial workers on assignment per week averaged
1600, and such services contributed approximately 38%, 37% and 38% of revenues
in 1999, 1998 and 1997, respectively.


                                       2
<PAGE>


     The Company's technical employees include engineers, designers, draftsmen,
information technology personnel, scientists and lab technicians, who are often
furnished on a project basis. Recruitment and assignment of these personnel are
conducted from Edison, New Jersey and, since the acquisition of Ideal, from
Mobile, Alabama and Houston, Texas. A client that has an in-house engineering or
other technical department, such as a laboratory, is able to supplement its
permanent staff in a particular skill or for a specific project by utilizing
personnel provided by the Company to implement the clients designs or program.
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 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, permanent personnel with similar backgrounds and
experience and have a greater opportunity for overtime compensation. During
1999, the number of technical workers on assignment per week averaged nearly
400, and such services contributed approximately 30%, 30% and 27% of revenues in
1999, 1998 and 1997, 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. Recruitment and assignment of such personnel is
done from offices in New Jersey, Maryland, New York, and Illinois. 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 clients facility on a full-time basis that can
be supplemented as needed to provide additional services requested by the
client. The Company also undertakes specific projects, such as oil and chemical
plant repairs, shutdowns, dismantling, and relocation and re-assembly of plant
equipment. It also sends crews throughout the United States to install original
equipment for manufacturers. 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. Travel expenses are also billed to customers when
appropriate. During 1999, the average number of such skilled industrial service
personnel on assignment per week to clients was nearly 300. Historically, a
substantial percentage of industrial services contracts are renewed. Skilled
industrial services contributed approximately 32%, 33% and 35% of revenues in
fiscal 1999, 1998 and 1997, 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.

                                        3

<PAGE>


Customers and Marketing

     A significant portion of the Company's business represents repeat orders.
For fiscal 1999 over 70% 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 1999, 1998 or 1997.

Personnel Assignment and Recruitment

     The Company maintains a computerized data base of information on potential
employees. It uses optical scanning equipment, where appropriate, to enhance its
resume' 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, at job fairs, 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.


                                        4


<PAGE>

Employees

     At September 30, 1999, the Company employed approximately 180 full and
part-time permanent employees in its headquarters and branch offices other than
those on assignment to clients and had approximately 2400 persons on assignment.
The Company is a party to collective bargaining agreements covering
approximately 200 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. The Company's corporate
headquarters are located in Edison, New Jersey and comprise approximately 8,000
square feet. The Company owns that building and also owns a building adjacent to
its corporate headquarters which serves as operational headquarters for one of
the Company's divisions. These buildings are linked to other offices by computer
network and communications equipment. Three facilities are leased from Emanuel
N. Logothetis, the Chairman of the Board of the Company, at an aggregate annual
rent of approximately $50,000, 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. The Company entered into a
three year lease with the purchaser of property formerly owned by an affiliate
in 1997. Annual rentals under this lease approximate $133,000. The Company
subleases most of this space to the affiliate which reimburses the Company
approximately $115,000 annually. Sixteen additional facilities, comprising
approximately 40,000 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.

ITEM 3. LEGAL PROCEEDINGS

     In the opinion of management, there are no material pending legal
proceedings to which the Company is a party or of which any of its property is
the subject. In October 1998, the Company decided to settle a lawsuit. While the
Company felt that the case was without merit, it settled to contain legal
expenses.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not Applicable.


                                       5
<PAGE>

Executive Officers of the Company

     The names, ages and positions of all of the executive officers of the
Company as of December 21, 1999 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 69, 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. In
February, 1999 he relinquished the Presidency but was reelected Chairman of the
Board.

     John G. Wellman, Jr., age 51, was elected President and Chief Operating
Officer in February, 1999. He was elected Executive Vice President and Chief
Operating Officer on May 6, 1998. He was appointed to the same positions when he
joined the Company in March, 1998. Prior to that he was Executive Vice President
of Oxford and Associates, Inc., a technical staffing firm, from 1986 through
March, 1998.

     Bernard G. Clarkin, age 50, 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.

     John Logothetis, age 46, 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.

     Stephen Demanovich, age 45, was elected a Vice President in May, 1997. He
had been General Manager of Joule Technical Staffing since March, 1995 and prior
thereto had been Recruiting Manager since joining the Company in February, 1989.

     Anthony Trotter, age 42, was elected a Vice President on February 4, 1998.
He was appointed Vice President in August, 1997 when he joined the Company.
Prior to that he was employed as Vice President of Staff Management Services
from October, 1995 through July, 1997. He was Vice President of Best Temporaries
from December, 1994 through September, 1995. Prior to that he was an Area
Manager for Novell Services, Inc. from March, 1992 through August, 1994.

                                     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 caption "Stock Market Information" on inside back cover of
the 1999 Annual Report.


                                       6
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

     The information required by this Item is incorporated by reference to the
"Selected Financial Information", included on the inside front cover of the 1999
Annual Report.


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 page 6 of the 1999 Annual Report.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     None

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 7 to 12 of the 1999 Annual
Report.

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, 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.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of the Common
Stock, to file reports of


                                       7
<PAGE>

ownership and changes in ownership of the Common Stock with the Securities and
Exchange Commission and to provide copies to the Company. Based upon a review of
the copies of the forms furnished to the Company and upon written
representations from certain reporting persons that no forms were required, the
Company believes that all Section 16(a) filing requirements were complied with
during fiscal 1999 other than the late filing by Mr. Wellman of Forms 4 to
report four transactions relating to the acquisition of an aggregate of 1,200
shares of Common Stock and the disposition of 350 shares of Common Stock by a
trust for the benefit of his minor children of which he is the trustee.

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 1999 Annual Report.

          Report of Independent Public Accountants with respect to the financial
          statements for the fiscal years, 1999, 1998 and 1997, respectively.

          Consolidated Balance Sheets as of September 30, 1999 and 1998,
          respectively.


                                       8
<PAGE>

          Consolidated Statements of Income for the Years Ended September 30,
          1999, 1998 and 1997, respectively.

          Consolidated Statements of Changes in Stockholders Equity for the
          Years Ended September 30, 1999, 1998 and 1997, respectively.

          Consolidated Statements of Changes in Cash Flows for the Years Ended
          September 30, 1999, 1998 and 1997, 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

     Form 8-K dated May 20, 1999 with respect to the acquisition of the
     principal operating assets of Ideal (the "initial 8-K") pursuant to item 2.
     Form 8-K/A dated August 2, 1999 which amends the initial 8-K to include the
     following financial information pursuant to item 7:

     (a)  Financial statements of Ideal

          o    Balance Sheet as of December 31, 1998

          o    Statement of Operations and Accumulated Deficit for the year
               ended December 31, 1998

          o    Statement of Cash Flows for the year ended December 31, 1998

          o    Notes to Financial Statements - December 31, 1998

     (b)  Pro Forma financial information

          o    Pro Forma Condensed Balance Sheet as of March 31, 1999

          o    Related Pro Forma Statements of Income for the year ended
               September 30, 1998 and the six months ended March 31, 1999

          o    Notes to the Unaudited Pro Forma Condensed Financial Statements


                                       9
<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, filed as Exhibit 4.1b
              to the Company's Annual Report on form 10-K for the year ended
              September 30, 1996 and incorporated herein by reference.

       4.1c --Fifth Modification and Extension Agreement dated May 31, 1996
              between Registrant and United Jersey Bank, filed as Exhibit 4.1c
              to the Company's Annual Report on form 10-K for the year ended
              September 30, 1996 and incorporated herein by reference.

       4.1d --Sixth Modification and Extension Agreement dated May 31, 1997
              between Registrant and Summit Bank, filed as Exhibit 4.1d to the
              Company's Annual Report on form 10-K for the year ended September
              30, 1997 and incorporated herein by reference.

       4.1e --Seventh Modification and Extension Agreement dated May 31, 1998
              between registrant and Summit bank, filed as Exhibit 4.1e to the
              Company's Annual Report on form 10-K for the year ended September
              30, 1998 and incorporated herein by reference

       4.1f --Eighth Modification and Extension Agreement dated February 5, 1999
              between registrant and Summit bank.

       4.1g --Ninth Modification and Extension Agreement dated May 10, 1999
              between registrant and Summit 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

                                       10
<PAGE>

              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 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.

       10.2 --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.

       10.3*--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.

       10.4*--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,
              1999.

       21   --List of Subsidiaries.

       23   --Consent of Independent Public Accountants

       27   --Financial Data Schedule (in EDGAR filing only)

----------
*    Compensatory Plan


                                       11
<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 28, 1999               Emanuel N. Logothetis
                                        ---------------------
                                        Emanuel N. Logothetis,
                                        Chairman of the Board


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 28, 1999.



Emanuel N. Logothetis                  Bernard G. Clarkin
----------------------                 ------------------
Emanuel N. Logothetis                  Bernard G. Clarkin
Chairman of the Board and              Vice President and Chief Financial
Director (Principal Executive          Officer (Principal Financial Officer and
Officer)                               and Accounting Officer)



Nick M. Logothetis
----------------------                   ------------------
Nick M. Logothetis - Director            Steven Logothetis - Director



Richard Barnitt                          Paul De Bacco
----------------------                   ------------------
Richard Barnitt- Director                Paul DeBacco - Director



----------------------
Robert W. Howard - Director



                                       12
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Joule Inc.:

We have audited in accordance with generally  accepted auditing  standards,  the
financial  statements  included in Joule Inc. and subsidiaries  annual report to
shareholders  incorporated  by reference in this Form 10-K,  and have issued our
report  thereon dated  November 12, 1999.  Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedules listed in
the index above are presented for purposes of complying  with the Securities and
Exchange  Commission's rules and are not part of the basic financial  statements
and, in our opinion,  fairly state in all material  respects the financial  data
required to be set forth therein in relation to the basic  financial  statements
taken as a whole.


                                                       ARTHUR ANDERSEN LLP



Roseland, New Jersey
November 12, 1999


                                       F-1
<PAGE>

                                                                   SCHEDULE VIII

                           JOULE INC. AND SUBSIDIARIES

                VALUATION AND QUALIFICATION ACCOUNTS AND RESERVES


<TABLE>
<CAPTION>
                               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, 1997          $217,000          $ 87,000             --              $104,000            $200,000

  September 30, 1998          $200,000          $ 93,000             --              $ 26,000            $267,000

  September 30, 1999          $267,000          $778,000             --              $661,000            $384,000
</TABLE>


                                       F-2


<PAGE>


                                                                     SCHEDULE IX

                           JOULE INC AND SUBSIDIARIES

                              SHORT-TERM BORROWINGS


<TABLE>
<CAPTION>
                                                            WEIGHTED        MAXIMUM         AVERAGE           WEIGHTED
                           CATEGORY OF                      AVERAGE          AMOUNT          AMOUNT           AVERAGE
                           AGGREGATE                     INTEREST RATE    OF BORROWINGS    OUTSTANDING      INTEREST RATE
                           SHORT-TERM      BALANCE AT        AT END          DURING          DURING           DURING THE
                           BORROWINGS     END OF YEAR       OF YEAR         THE YEAR        THE YEAR*           YEAR*
                           ----------     -----------       -------         --------        ---------           -----
<S>                           <C>           <C>                <C>         <C>               <C>               <C>
YEARS ENDED

  SEPTEMBER 30, 1997          BANKS         $1,295,000         7.75%       $2,743,000        $2,070,000        7.83%

  SEPTEMBER 30, 1998          BANKS         $3,100,000         7.16%       $3,271,000        $2,538,000        7.80%

  SEPTEMBER 30, 1999          BANKS         $7,700,000         6.94%       $8,200,000        $4,833,000        6.82%
</TABLE>


          *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

<PAGE>

Exhibit
Number                                                                Page


                    EXHIBIT INDEX
                    Description of Exhibit
                    ----------------------

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, filed as Exhibit 4.1b to
                    the Company's Annual Report on form 10-K for
                    the year ended September 30, 1996 and
                    incorporated herein by reference.

4.1c                Fifth Modification and Extension Agreement         *
                    dated May 31, 1996 between Registrant and
                    United Jersey Bank, filed as Exhibit 4.1c to
                    the Company's Annual Report on form 10-K for
                    the year ended September 30, 1996 and
                    incorporated herein by reference.

4.1d                Sixth Modification and Extension Agreement         *
                    dated May 31, 1997 between Registrant and
                    Summit Bank, filed as Exhibit 4.1d to the
                    Company's Annual Report on form 10-K for the
                    year ended September 30, 1997 and
                    incorporated herein by reference.

<PAGE>


4.1e                Seventh Modification and Extension                 *
                    Agreement dated May 31, 1998, between
                    registrant and Summit bank, filed as
                    Exhibit 4.1e to the Company's Annual
                    Report on form 10-K for the year ended
                    September 30, 1998 and incorporated
                    herein by reference.

4.1f                Eighth Modification and Extension                  19
                    Agreement dated February 5, 1999 between
                    registrant and Summit Bank.

4.1g                Ninth Modification and Extension                   38
                    Agreement dated May 10, 1999 between
                    registrant and Summit 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 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.

10.2                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.

10.3**              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.

10.4**              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              56
                    year ended September 30, 1999.


<PAGE>

21                  List of Subsidiaries                               73

23                  Consent of Independent Public Accountants          75

27                  Financial Data Schedule ( in EDGAR Filing only)


                    *    Incorporated by Reference
                    **   Compensatory Plan