EXHIBIT 4.1k




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                 THIRTEENTH AMENDMENT AND MODIFICATION AGREEMENT

                                  by and among

                                  JOULE, INC.,
                                 as the Borrower

                                       and

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

                                       and

                              FLEET NATIONAL BANK,
                     as successor by merger to Summit Bank,
                                  as the Lender


                           Dated: September 15, 2001

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                 THIRTEENTH AMENDMENT AND MODIFICATION AGREEMENT


     THIS THIRTEENTH AMENDMENT AND MODIFICATION  AGREEMENT (hereinafter referred
to as this "Thirteenth Amendment"), is made this ____ day of September, 2001, 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 place of
business located at 1245 Route 1 South,  Edison,  New Jersey 08837  (hereinafter
referred to as the "Borrower"),

     AND

     JOULE TECHNICAL SERVICES,  INC., as  successor-in-interest  pursuant to the
merger  of  JOULE  ENGINEERING  CORP.,  JOULE  TEMPORARIES  CORPORATION,   JOULE
MAINTENANCE OF MARYLAND, INC., JOULE TECHNICAL CORPORATION, JOULE MAINTENANCE OF
GIBBSTOWN,  INC., JOULE  MAINTENANCE OF NEW YORK,  INC.,  TIGER  MAINTENANCE 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 place of business  located at 1245 Route 1 South,  Edison,  New Jersey
08837 (hereinafter referred to as "Joule Technical Services, Inc."),

     AND

     JOULE  TECHNICAL  STAFFING,  INC., a corporation  duly  organized,  validly
existing and in good standing under the laws of the State of New Jersey,  having
its  principal  place of  business  located at 1245 Route 1 South,  Edison,  New
Jersey 08837 (hereinafter referred to as "Joule Technical Staffing, Inc."),

     AND

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

     AND

     FLEET  NATIONAL  BANK,  as  successor  by merger to Summit Bank, a national
banking  association  duly organized and validly  existing under the laws of the
United  States  of  America,  having  an  office  located  at 210  Main  Street,
Hackensack,  New Jersey 07601 (hereinafter  sometimes referred to as "Fleet" and
sometimes referred to as the "Lender").


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                              W I T N E S S E T H :

     WHEREAS,  on or about February 20, 1991, the Borrower requested that Summit
Bank (as  predecessor-in-interest  to Fleet,  and in such  capacity  hereinafter
referred to as "Summit"),  and Summit 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  available to the Borrower for the purposes of: (i) refinancing  certain
of the  Borrower's  then  existing  indebtedness  owed to First  Fidelity  Bank,
National Association and (ii) financing the general working capital requirements
of the  Borrower  (hereinafter  referred to as the  "Original  Revolving  Credit
Loan"),  all as more  fully  provided  for in that  certain  Loan  and  Security
Agreement dated February 20, 1991 (hereinafter referred to as the "Original Loan
Agreement"), executed by and among the Borrower, the "Obligors" (as such term is
defined in the Original Loan Agreement) and the Lender; and

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

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


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

     WHEREAS, as of February 20, 1991, each Original Corporate  Guarantor,  each
as a guarantor,  executed and  delivered  to Summit,  as the lender,  a separate
Corporate  Guaranty,  pursuant to which each Original Corporate Guarantor agreed
to guaranty the full,  prompt and  unconditional  payment of when due of any and
all present and future  obligations  or  liabilities of any kind of the Borrower
owing to Summit,  including,  without  limitation,  the repayment in full of the
Original  Revolving  Credit Loan  (hereinafter  collectively  referred to as the
"Original Corporate Guaranty"); and

     WHEREAS, on January 17, 1991, the Borrower,  as the assignor,  delivered to
Summit,  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  "Original  Assignment  #1"),  as
collateral  security for the  Borrower's  obligations  under the  Original  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  Summit,  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 "Original Assignment #2"),
as collateral  security for the repayment of the  liabilities and obligations of
Joule  Maintenance  Corporation  to Summit under the Original Loan Agreement and
under the Original Corporate Guaranty; and

     WHEREAS,  on September 1, 1991,  the Borrower,  as the maker,  executed and
delivered to Summit, as the payee, a certain  Promissory Note for the purpose of
extending the term of the Original  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 Summit, as the payee, a certain Master Advance Note for the purpose
of  extending  the term of the  Original  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


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     WHEREAS,  on January 31, 1993,  the  Borrower,  as the maker,  executed and
delivered to Summit, as the payee, a certain Master Advance Note for the purpose
of  extending  the term of the  Original  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 Summit, as the payee, a certain Master Advance Note for the purpose
of  extending  the term of the  Original  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  Original  Corporate
Guarantors,  the  Individual  Guarantor and Summit  entered into a certain First
Modification  and  Extension  Agreement  (hereinafter  referred to as the "First
Amendment")  for the  purposes of (i) in Article I,  Section 1.1 of the Original
Loan Agreement,  extending the Termination  Date of the Original  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  Summit'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 the Collateral; and

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

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

     WHEREAS,  as of January 31, 1995,  the  Borrower,  the  Original  Corporate
Guarantors,  the  Individual  Guarantor and Summit entered into a certain Second
Modification  and Extension  Agreement  (hereinafter  referred to as the "Second
Amendment")  for the  purposes of (i) in Article I,  Section 1.1 of the Original
Loan Agreement,  extending the Termination  Date of the Original  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
Original  Loan  Agreement,  decreasing  the interest rate from the then existing
interest rate of "Base Rate plus one and one-half percent (1.5%) per annum" to a
new  interest  rate of "Base  Rate plus one  percent  (1.0%) per  annum";  (iii)
amending and modifying Summit's audits of the Collateral from semi-annual audits
of the  Collateral  to annual  audits of the  Collateral;  and (iv) amending and


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modifying   Summit's  name  from  the  then  existing  name  of  "United  Jersey
Bank/Central, N.A." to the new name of "United Jersey Bank"; and

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

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

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

     WHEREAS,  Joule  Maintenance  Corporation and Joule Maintenance of Bayonne,
Inc. were merged and consolidated  with and into Joule  Maintenance  Corporation
with Joule Maintenance Corporation being the surviving entity; and


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     WHEREAS,  on  February  6,  1996,  the  Borrower,  the  Original  Corporate
Guarantors and Summit entered into a certain Fourth  Modification  and Extension
Agreement  (hereinafter  referred to as the "Fourth Amendment") for the purposes
of (i) in Article I, Section 1.1 of the Original Loan  Agreement,  providing for
the  definition of  "Borrowing";  (ii) in Article I, Section 1.1 of the Original
Loan Agreement, providing for the definition of "Eurodollar Affiliate"; (iii) in
Article  I,  Section  1.1 of the  Original  Loan  Agreement,  providing  for the
definition of "Eurodollar  Interest  Period";  (iv) in Article I, Section 1.1 of
the  Original  Loan  Agreement,  providing  for the  definition  of  "Eurodollar
Interest  Payment  Date";  (v) in Article I,  Section 1.1 of the  Original  Loan
Agreement,   providing  for  the   definition  of   "Eurodollar   Interest  Rate
Determination  Date";  (vi) in  Article  I,  Section  1.1 of the  Original  Loan
Agreement,  providing  for the  definition  of  "Eurodollar  Portion";  (vii) in
Article  I,  Section  1.1 of the  Original  Loan  Agreement,  providing  for the
definition  of  "Eurodollar  Rate";  (viii) in  Article  I,  Section  1.1 of the
Original Loan Agreement, providing of the definition of "Eurodollar Rate Loans";
(ix) in Article I, Section 1.1 of the Original Loan Agreement, providing for the
definition  of  "Eurodollar  Rate  Taxes";  (x) in Article I, Section 1.1 of the
Original Loan  Agreement,  providing for the definition of  "Eurodollar  Reserve
Percentage";  (xi) in Article I,  Section 1.1 of the  Original  Loan  Agreement,
providing for the definition of "Funding Segment";  (xii) in Article II, Section
2.4 of the Original Loan Agreement,  deleting the then existing  Section 2.4 and
inserting a new  Section  2.4 which  provides  that the  Borrower  may select an
interest  rate from the interest rate options  between  either (1) the Base Rate
option or (2) the Eurodollar  Rate Option;  (xiii) in Article II of the Original
Loan Agreement,  providing for a new section,  Section 2.11,  which provides for
the Borrower's  payment of an unused  commitment fee; and (xiv) in Article II of
the Original Loan Agreement,  providing for a new section,  Section 2.12,  which
provides for the special provisions governing Eurodollar Rate Loans; and

     WHEREAS,  on February 6, 1996,  the  Borrower,  as the maker,  executed and
delivered to Summit,  as the payee, a certain  Fourth  Allonge to  $4,000,000.00
Revolving Note (hereinafter referred to as the "Fourth Allonge") for the purpose
of deleting the then  existing  Paragraph 2 of the Original  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 Original Loan Agreement; and

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

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


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     WHEREAS, pursuant to a certain Certificate of Merger from the Office of the
Secretary  of State of the State of New Jersey  dated  February  3, 1997,  Joule
Engineering Corp., Joule Temporaries Corporation, Joule Maintenance of Maryland,
Inc.,  Joule Technical  Corporation,  Joule  Maintenance of Gibbstown,  Inc. and
Joule  Maintenance  of New  York,  Inc.  were all  merged  with  and into  Joule
Technical Services, Inc. with Joule Technical Services, Inc. being the surviving
entity; and

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

     WHEREAS, as of May 31, 1997, the Borrower,  Joule Technical Services, Inc.,
Joule Technical Staffing, Inc., Joule Maintenance Corporation and Summit entered
into a certain Sixth Modification and Extension Agreement  (hereinafter referred
to as the "Sixth Amendment"),  for the purposes of (i) in Article I, Section 1.1
of the  Original  Loan  Agreement,  deleting  the then  existing  definition  of
"Corporate  Guarantors" and inserting a new definition of "Corporate Guarantors"
in its place and stead;  (ii) in Article I,  Section  1.1 of the  Original  Loan
Agreement,  extending the Termination  Date of the Original  Revolving Note from
the then existing  Termination  Date of "May 31, 1997" to a new Termination Date
of "May  31,1998";  (iii) in  Article V,  Section  5.8(d) of the  Original  Loan
Agreement providing for the consolidated balance sheet of the Obligors;  (iv) in
the Original Loan Agreement,  amending and modifying  Summit's  address from the
then existing  address of "Raritan  Plaza II,  Fieldcrest  Avenue,  Edison,  New
Jersey  08837" to a new  address  of "210 Main  Street,  Hackensack,  New Jersey
07601";  (v) in the "Loan  Documents"  (as such term is defined in the  Original
Loan  Agreement,  hereinafter  referred to as the  "Original  Loan  Documents"),
providing  that any and all references to the  "Corporate  Guarantors"  shall be
deemed to refer to Joule Technical  Services,  Inc.,  Joule Technical  Staffing,
Inc. and Joule  Maintenance  Corporation;  (vi) in the Original Loan  Documents,
deleting any and all  references to the then existing  maturity date of "May 31,
1997" and  inserting a new  maturity  date of "May 31,  1998" in their place and
stead; and (vii) in the Original Loan Documents, amending and modifying Summit's
address from the then existing address of "Raritan Plaza II, Fieldcrest  Avenue,
Edison, New Jersey 08837" to a new address of "210 Main Street,  Hackensack, New
Jersey 07601"; and

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


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<PAGE>

     WHEREAS,  as of May 31, 1998, the Borrower,  as the maker, has executed and
delivered to Summit,  as the payee, a certain Seventh  Allonge to  $4,000,000.00
Revolving Note Dated February 21, 1991 (hereinafter  referred to as the "Seventh
Allonge")  for the  purpose  of  extending  the  maturity  date of the  Original
Revolving  Note from the then existing  maturity date of "May 31, 1998" to a new
maturity date of "May 31, 1999"; and

     WHEREAS, as of May 31, 1998, the Borrower,  Joule Technical Services, Inc.,
Joule Technical Staffing, Inc., Joule Maintenance Corporation and Summit entered
into  a  certain  Seventh  Amendment  and  Modification  Agreement  (hereinafter
referred to as the  "Seventh  Amendment")  for the purposes of (i) in Article I,
Section  1.1  of  the  Original  Loan  Agreement,  amending  and  modifying  the
definition of "Loan  Documents"  to provide for the Extension  Agreement #1, the
Extension  Agreement #2, the Extension Agreement #3, the Extension Agreement #4,
the First  Amendment,  the First Allonge,  the Second  Modification,  the Second
Allonge,  the Third  Amendment,  the Third Allonge,  the Fourth  Amendment,  the
Fourth Allonge, the Fifth Amendment, the Fifth Allonge, the Sixth Amendment, the
Sixth Allonge, the Seventh Allonge and the Seventh Amendment; (ii) in Article I,
Section 1.1 of the Original Loan Agreement,  extending the  Termination  Date of
the Original Revolving Note from the then existing  Termination Date of "May 31,
1998" to a new Termination  Date of "May 31, 1999";  (iii) in Article I, Section
1.1 of the  Original  Loan  Agreement,  providing  for the new  definitions  of:
"Extension  Agreement #1", "Extension  Agreement #2", "Extension  Agreement #3",
"Extension   Agreement  #4",  "First   Amendment",   "First  Allonge",   "Second
Modification",  "Second Allonge",  "Third Amendment",  "Third Allonge",  "Fourth
Amendment",   "Fourth  Allonge",  "Fifth  Amendment",  "Fifth  Allonge",  "Sixth
Amendment",  "Sixth Allonge", "Seventh Allonge" and "Seventh Amendment"; (iv) in
Article II, Section 2.4 of the Original Loan  Agreement,  amending and modifying
the interest  rate options from the then  existing  interest rate options of (a)
Base Rate or (b) two and one-quarter percent (2.25%) over the Eurodollar Rate to
the new interest rate options of (1) Base Rate minus one quarter percent (0.25%)
or (2) one and one-half  percent (1.5%) over the Eurodollar Rate; (v) in Article
II, Section 2.11 of the Original Loan Agreement,  deleting the unused commitment
fee; (vi) in the Original Loan Documents, deleting any and all references to the
then existing  maturity date of "May 31, 1998" and inserting a new maturity date
of "May 31,  1999" in their place and stead;  (vii) in Article V of the Original
Loan Agreement,  providing for a new Section 5.23 with respect to the year 2000;
(viii) in the Original Loan Documents,  providing that any and all references to
the "Revolving Note" shall be deemed to refer to the Original  Revolving Note as
amended and modified up through and including the Seventh  Allonge;  and (ix) in
the Original Loan Documents,  providing that any and all references to the "Loan
Agreement"  shall be deemed to refer to the Original  Loan  Agreement as amended
and modified up through and including the Seventh Amendment; and

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

      WHEREAS,  on February 5, 1999,  the Borrower,  Joule  Technical  Services,
Inc., Joule Technical Staffing,  Inc., Joule Maintenance  Corporation and Summit
entered into a certain


                                       8
<PAGE>

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

     WHEREAS,  as of May 10,  1999,  the  Borrower,  as the maker,  executed and
delivered to Summit,  as the payee,  a certain  Ninth  Allonge to  $4,000,000.00
Revolving  Note Dated February 21, 1991  (hereinafter  referred to as the "Ninth
Allonge")  for the purpose of amending and  modifying  the  aggregate  principal
amount of the Original  Revolving  Credit Loan from the then existing  aggregate
principal amount of  "$6,000,000.00"  to a new,  increased  aggregate  principal
amount of "$8,500,000.00"; and

     WHEREAS, as of May 10, 1999, the Borrower,  Joule Technical Services, Inc.,
Joule Technical Staffing, Inc., Joule Maintenance Corporation and Summit entered
into a certain Ninth Amendment and Modification  Agreement (hereinafter referred
to as the "Ninth Amendment"),  for the purposes of (i) in Article I, Section 1.1
of the Original Loan Agreement, increasing the Commitment amount of the Original
Revolving   Credit   Loan   from  the  then   existing   Commitment   amount  of
"$6,000,000.00" to a new, increased  Commitment amount of "$8,500,000.00";  (ii)
in Article I, Section 1.1 of the Original Loan Agreement, amending and modifying
the  definition  of "Loan  Documents"  to provide for the Ninth  Allonge and the
Ninth  Amendment;  (iii)  in  Article  I,  Section  1.1 of the  Loan  Agreement,
providing for the new definitions of "Ninth Allonge" and "Ninth Amendment"; (iv)
in the Original Loan  Documents,  providing  that any and all  references to the
"Revolving  Note"  shall be deemed to refer to the  Original  Revolving  Note as
amended and modified up through and including the Ninth Allonge;  and (v) in the
Original  Loan  Documents,  providing  that any and all  references to the "Loan
Agreement"  shall be deemed to refer to the Original  Loan  Agreement as amended
and modified up through and including the Ninth Amendment; and

     WHEREAS, as of November 15, 1999, the Borrower,  as the maker, has executed
and delivered to Summit,  as the payee, a certain Tenth Allonge to $4,000,000.00
Revolving  Note Dated  February 21, 1991  (hereinafter  referred to as the Tenth
Allonge")  for the purpose of


                                       9
<PAGE>

amending and modifying the aggregate  principal amount of the Original Revolving
Credit Loan from the then existing aggregate principal amount of "$8,500,000.00"
to a new, increased aggregate principal amount of "$9,000,000.00"; and

     WHEREAS,  as of November 15, 1999, the Borrower,  Joule Technical Services,
Inc., Joule Technical Staffing,  Inc., Joule Maintenance  Corporation and Summit
entered into a certain Tenth Amendment and Modification  Agreement  (hereinafter
referred  to as the "Tenth  Amendment"),  for the  purposes of (i) in Article I,
Section 1.1 of the Original Loan Agreement,  increasing the Commitment amount of
the Original  Revolving Credit Loan from the then existing  Commitment amount of
"$8,500,000.00" to a new, increased  Commitment amount of "$9,000,000.00";  (ii)
in Article I, Section 1.1 of the Original Loan Agreement, amending and modifying
the  definition  of "Loan  Documents"  to provide for the Tenth  Allonge and the
Tenth Amendment; (iii) in Article I, Section 1.1 of the Original Loan Agreement,
providing for the new definitions of "Tenth Allonge" and "Tenth Amendment"; (iv)
in the Original Loan  Documents,  providing  that any and all  references to the
"Revolving  Note"  shall be deemed to refer to the  Original  Revolving  Note as
amended and modified up through and including the Tenth Allonge;  and (v) in the
Original  Loan  Documents,  providing  that any and all  references to the "Loan
Agreement"  shall be deemed to refer to the Original  Loan  Agreement as amended
and modified up through and including the Tenth Amendment; and

     WHEREAS,  on May 26, 2000, the Borrower,  Joule Technical  Services,  Inc.,
Joule Technical Staffing,  Inc., and Joule Maintenance  Corporation executed and
delivered to Summit a certain Letter Amendment  (hereinafter  referred to as the
"Eleventh  Amendment")  for the purpose of  extending  the term of the  Original
Revolving Credit Loan from the then current maturity date of "May 31, 2000" to a
new maturity date of "May 31, 2001"; and

     WHEREAS,  pursuant to a certain Certificate of Merger filed with the Office
of the New Jersey  Department of the  Treasury,  Division of Revenue on November
22, 2000, Joule Maintenance Corporation was merged with and into Joule Technical
Services,  Inc. with Joule Technical Services,  Inc. being the surviving entity;
and

     WHEREAS,  on or about March 1, 2001,  Summit merged into Fleet,  with Fleet
being the surviving entity; and

     WHEREAS,  on May 31, 2001, the Borrower,  Joule Technical  Services,  Inc.,
Joule Technical Staffing,  Inc. and Joule Maintenance  Corporation  executed and
delivered to the Lender a certain Letter Amendment  (hereinafter  referred to as
the  "Twelfth  Amendment")  for the  purposes of (i)  extending  the term of the
Original  Revolving  Credit Loan from the then current maturity date of "May 31,
2001" to a new maturity  date of "May 31,  2002",  and (ii) in Article II of the
Original Loan  Agreement,  deleting the existing  Section 2.4(1) and inserting a
new Section 2.4(1) in its place and stead; and

     WHEREAS,  for the purposes of this Thirteenth  Amendment,  (i) the Original
Loan  Agreement,  as amended and modified up through and  including  the Twelfth
Amendment,  shall be hereinafter  referred to as the "Loan Agreement",  (ii) the
Original Revolving Note, as amended and


                                       10
<PAGE>

modified up through and including  the Tenth Allonge and the Twelfth  Amendment,
shall be  hereinafter  referred to as the "Revolving  Note",  (iii) the Original
Revolving  Credit  Loan,  as amended and modified up through and  including  the
Tenth Allonge and the Twelfth Amendment, shall be hereinafter referred to as the
"Revolving Credit Loan", (iv) the Original  Corporate  Guaranty,  as amended and
modified up through and including the Twelfth  Amendment,  shall be  hereinafter
referred  to as the  "Corporate  Guaranty");  and (v) all of the  Original  Loan
Documents,  as amended and modified up through and  including  the Tenth Allonge
and the Twelfth Amendment,  shall be hereinafter collectively referred to as the
"Loan Documents"; and

     WHEREAS, the Borrower,  the Corporate Guarantors and the Lender have agreed
to enter  into this  Thirteenth  Amendment  for the  purposes  (i) in Article I,
Section 1.1 of the Loan  Agreement,  amending and  modifying  the  definition of
"Loan Documents" to provide for the Eleventh  Amendment,  the Twelfth  Amendment
and this  Thirteenth  Amendment;  (ii) in  Article  I,  Section  1.1 of the Loan
Agreement,  deleting the  existing  definition  of  "Corporate  Guarantors"  and
inserting a new  definition  of "Corporate  Guarantors"  in its place and stead;
(iii) in Article I,  Section 1.1 of the Loan  Agreement,  providing  for the new
definitions  of  "Eleventh  Amendment",   "Twelfth  Amendment"  and  "Thirteenth
Amendment";  (iv) in the Loan  Agreement  and all of the other  Loan  Documents,
providing for the merger of Joule  Maintenance  Corporation  with and into Joule
Technical  Services,  Inc.,  with  Joule  Technical  Services,  Inc.  being  the
surviving entity; (v) in the Loan Agreement and all of the other Loan Documents,
amending  and  modifying  the terms of the Loan  Agreement  and the  other  Loan
Documents  to  provide  for  the  addition  of  Joule  Staffing  Services  as an
additional Corporate Guarantor,  guarantying,  on a joint and several basis with
the other Corporate  Guarantors,  the full, prompt and unconditional payment and
performance  of all of the  Obligations  of the  Borrower,  and as an additional
Obligor,  pledging  all  of its  personal  property  assets  to  the  Lender  as
additional collateral security for the Loan Facility; (vi) in the Loan Agreement
and the other Loan Documents, providing that any and all references to the "Loan
Agreement" or to any of the other "Loan  Documents"  shall be deemed to refer to
the Loan  Agreement  or such other Loan  Document  as amended  and  modified  up
through and including this  Thirteenth  Amendment;  (vii) in the Loan Documents,
providing  that any and all references to the  "Corporate  Guarantors"  shall be
deemed to refer collectively to Joule Technical Services,  Inc., Joule Technical
Staffing,  Inc.,  and Joule  Staffing  Services,  on a joint and several  basis;
(viii)  in  the  Loan  Agreement,   providing  for  additional  representations,
warranties,  and  covenants  required by the changes to Article 9 of the Uniform
Commercial  Code;  and  (ix) in the Loan  Agreement  and all of the  other  Loan
Documents,  amending and modifying  all  references to the name of the Lender as
"Summit"  and "Summit  Bank" to be  references  to "Fleet"  and "Fleet  National
Bank", respectively; and

     WHEREAS, defined terms used but not expressly defined herein shall have the
same meanings when used herein as set forth in the Loan Agreement.

     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:


                                       11
<PAGE>

      1. Accuracy of Recitals. The Borrower,  the Corporate Guarantors,  and the
Lender each hereby  represent and warrant that all of the recitals  contained in
this Thirteenth  Amendment are true,  correct and accurate and such recitals are
hereby incorporated herein by reference as part of the substantive provisions of
this Thirteenth Amendment.

     2. Revolving  Note.  There is, as of September 15, 2001,  presently due and
owing on the Revolving Note the principal sum  $5,550,000.00,  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) $5,550,000.00 for outstanding  Advances of
direct loans under the Revolving Note and (b) -$0- for Letters of Credit.

     3. Conditions Precedent to Thirteenth Amendment. By their execution hereof,
the Borrower and the Corporate  Guarantors hereby acknowledge and agree that the
Lender's consent to enter into this Thirteenth  Amendment is contingent upon the
following:

           (a) the payment by the  Borrower of all costs,  expenses  and fees of
the transaction  contemplated by this Thirteenth Amendment,  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,  secured  party  and/or loss
payee with respect to all of the Collateral.

     4. Security Interest;  Collateral.  The Borrower, Joule Technical Staffing,
Inc.  and Joule  Technical  Services,  Inc.  hereby  affirm and confirm that the
security  interests  granted to the Lender in Section 3.1 of the Loan Agreement,
as amended and modified by this Thirteenth Amendment, continue to be valid first
liens on the Collateral.

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

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

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

                    "(o)  "Corporate  Guarantors"  shall mean each subsidiary of
                    the Borrower now or hereafter existing,  including,  without
                    limitation (i) Joule Technical Services, 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,  (ii)  Joule  Technical  Staffing,   Inc.,  a
                    corporation duly organized, validly existing and in


                                       12
<PAGE>

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

               (ii)  Subsection (cc) shall be amended  and modified by inserting
a reference to the Eleventh Amendment, the Twelfth Amendment and this Thirteenth
Amendment.

               (iii)The following new definitions shall be inserted:

               ""Eleventh  Amendment"  shall mean that certain Letter  Amendment
               dated  May 26,  2000,  pursuant  to  which  the  Borrower,  Joule
               Technical Services,  Inc., Joule Technical Staffing,  Inc., Joule
               Maintenance  Corporation  and the Lender  agreed to further amend
               and  modify  the  terms  of this  Agreement  and the  other  Loan
               Documents,  all  as  previously  amended  and  modified  for  the
               purposes more fully set forth and described therein."

               ""Twelfth  Amendment"  shall mean that certain  Letter  Amendment
               dated  May 31,  2001,  pursuant  to  which  the  Borrower,  Joule
               Technical Services,  Inc., Joule Technical Staffing,  Inc., Joule
               Maintenance  Corporation  and the Lender  agreed to further amend
               and  modify  the  terms  of this  Agreement  and the  other  Loan
               Documents,  all  as  previously  amended  and  modified  for  the
               purposes more fully set forth and described therein."

               ""Thirteenth   Amendment"  shall  mean  that  certain  Thirteenth
               Amendment and  Modification  Agreement  dated September 15, 2001,
               pursuant to which the Borrower,  the Corporate Guarantors and the
               Lender  agreed  to  further  amend and  modify  the terms of this
               Agreement and the other Loan Documents, all as previously amended
               and modified for the purposes  more fully set forth and described
               therein."

          (b)  Article III shall be amended and modified as follows:

               (i)  The following new Section 3.3 shall be added:

           "3.3 Additional Representations and Warranties. The Borrower and each
           of the Obligors  hereby  represents and warrants to the Bank that (a)
           neither  the  Borrower  nor any Obligor  has ever  changed,  altered,
           amended and/or modified its state of organization, whether through or
           as a result of any merger, acquisition,  consolidation, or otherwise;
           (b) the exact full name of (i) the  Borrower as filed with the Office
           of the Secretary of State of the State of Delaware is "Joule,  Inc.",
           (ii) Joule Technical  Services,  Inc. as filed with the Office of the
           New Jersey


                                       13
<PAGE>

          Department  of the Treasury,  Division of Revenue is "Joule  Technical
          Services,  Inc.", (iii) Joule Technical  Staffing,  Inc. as filed with
          the Office of the New Jersey  Department of the Treasury,  Division of
          Revenue is "Joule Technical  Staffing,  Inc.", and (iv) Joule Staffing
          Services,  Inc. as filed with the Office of the New Jersey  Department
          of the  Treasury,  Division  of Revenue is "Joule  Staffing  Services,
          Inc.",  and that neither the Borrower nor any of the Obligors has ever
          changed, altered, amended and/or modified its exact full name, whether
          through or as a result of any merger, acquisition,  consolidation,  or
          otherwise, (c) neither the Borrower nor any of the Obligors is now, or
          has ever been, known by any tradename, alternate or fictitious name or
          any other name,  other than the exact full names referred to in clause
          (b) above;  (d) each of the  Borrower and the Obligors has a principal
          place of business  located at 1245 Route 1 South,  Edison,  New Jersey
          08837  and  neither  the  Borrower  nor any of the  Obligors  has ever
          changed,  altered or modified its principal place of business,  except
          as expressly  set forth in the recitals to the  Thirteenth  Amendment;
          (e) (i) the Borrower's  employer  identification  number is 22-2735672
          and the Borrower's  organizational  identification  number is 2097190;
          (ii) Joule Technical Services,  Inc.'s employer  identification number
          is 22-3203431  and Joule  Technical  Services,  Inc.'s  organizational
          identification  number is 0100537551,  (iii) Joule Technical Staffing,
          Inc.'s  employer   identification   number  is  22-3482963  and  Joule
          Technical Staffing,  Inc.'s  organizational  identification  number is
          204493,   and  (iv)   Joule   Staffing   Services,   Inc.'s   employer
          identification  number  is  22-3769250  and Joule  Staffing  Services,
          Inc.'s  organizational  identification  number is 0100835019;  and (f)
          neither  the  Borrower  nor any of the  Obligors  currently  holds any
          "commercial  tort claims" (as such term is defined in Section 9-101 of
          the Code)."

                (ii) The following new Section 3.4 shall be added:

          "3.4  Additional  Covenants.  The  Borrower  and each of the  Obligors
          hereby  covenants and agrees to give written notice to the Bank in the
          event that the Borrower or any of the Obligors, whether as a result of
          any merger,  acquisition,  consolidation or otherwise, (a) changes its
          exact full name,  (b) changes its state of  organization,  (c) changes
          its type of  organization,  (d) uses,  establishes  or otherwise  does
          business  under any  tradename,  alternate or  fictitious  name or any
          other name,  (e) changes its principal  place of business;  and/or (f)
          changes its employer  identification  number and/or its organizational
          identification  number, which notice, in any event, shall be given not
          less than fifteen (15) Business Days prior to such change taking place
          or such  tradename,  alternate or fictitious  name or other name being
          used."


                                       14
<PAGE>

                (iii)The following new Section 3.5 shall be added:

           "3.5  Authorization  to File Financing  Statements.  The Borrower and
           each of the Obligors hereby  specifically and irrevocably  authorizes
           the  Bank,  at any time and  from  time to time,  to file in any Code
           jurisdiction  any  initial  financing  statements  and/or  amendments
           thereto that contain any information  required by part 5 of Article 9
           of the Code,  as adopted  and  enacted  and as in effect from time to
           time,  of the  applicable  State or States,  for the  sufficiency  or
           filing office  acceptance  of any  financing  statement or amendment,
           including,  without  limitation,  whether the  Borrower or any of the
           Obligors  is an  organization,  the  type  of  organization  and  any
           organization  identification  number  issued to the  Borrower or such
           Obligor.  The Borrower and each of the Obligors hereby  covenants and
           agrees to furnish  any such  information  to the Bank  promptly  upon
           request."

                (iv) The following new Section 3.6 shall be added:

           "3.6 Additional Provisions Addressing Revised Article 9.

                (a) Concerning Revised Article 9 of the Uniform Commercial Code.
           The Borrower and each of the Obligors  hereby  consents and agrees to
           the following provisions in anticipation of the possible application,
           in one or more jurisdictions to the transactions contemplated hereby,
           of the revised Article 9 of the Code in the form or  substantially in
           the form  approved by the  American  Law  Institute  and the National
           Conference  of  Commissioners  on Uniform State Laws and contained in
           the 1999 Official Text of the Uniform  Commercial  Code  (hereinafter
           referred to as "Revised Article 9").

                (b)  Collateral;   Attachment.   In  applying  the  law  of  any
           jurisdiction in which Revised Article 9 is in effect,  the Collateral
           is all assets of the  Borrower  and of the  Obligors,  whether or not
           within the scope of Revised Article 9. The Collateral  shall include,
           without  limitation,  the  following  categories  of assets,  each as
           defined in Revised Article 9: goods (including  inventory,  equipment
           and  any  accessions  thereto),   instruments  (including  promissory
           notes),   documents,   accounts   (including  health  care  insurance
           receivables), chattel paper (whether tangible or electronic), deposit
           accounts,  letter-of-credit  rights  (whether  or not the  letter  of
           credit is evidenced by a writing), commercial tort claims, securities
           and all other investment  property,  general  intangibles  (including
           payment intangibles and software), supporting obligations and any and
           all proceeds of any thereof,  wherever located,  whether now owned or
           hereafter  acquired.  If the Borrower or any of the Obligors shall at
           any  time,  whether  or not  Revised  Article  9 is in  effect in any
           particular  jurisdiction,  acquire a "commercial tort claim" (as such
           term is defined in Revised  Article 9), the  Borrower or such Obligor
           shall immediately notify the Bank in a writing signed by the Borrower
           or such Obligor,  such writing to be in form and substance acceptable
           to the Bank in its  sole  and  absolute  discretion,  of the  details
           thereof and grant to the Bank a security  interest therein


                                       15
<PAGE>

           and in the  proceeds  thereof,  all upon and  subject  to the  terms,
           conditions, and provisions of this Agreement.

                (c) Additional Grant of Security Interest in Specified Property.

                     (i) Each of the Borrower and the Obligors hereby  covenants
           and agrees that, in anticipation of the possible application,  in one
           or more jurisdictions, of Revised Article 9, each of the Borrower and
           the  Obligors,  in  addition  to the items  previously  described  as
           constituting Collateral,  hereby gives, grants, bargains, assigns and
           confirms that it has granted to the Bank, a security  interest in the
           following  items of its  properties,  assets and rights,  whether now
           owned or hereafter acquired and wherever located:

                     All other  goods,  rights to  payment  of money,  insurance
                refund claims and all other insurance claims and proceeds,  tort
                claims,   electronic   chattel   paper,   securities  and  other
                investment  property,  rights to  proceeds of letters of credit,
                letter of credit rights, supporting obligations of every nature,
                all tax refund claims,  license fees,  rights to sue and recover
                for past  infringement  of patents,  trademarks and  copyrights,
                computer  programs,  computer  software,  engineering  drawings,
                customer lists, goodwill and all licenses,  permits,  agreements
                of any kind or nature pursuant to which (A) the Borrower or such
                Obligor  operates or has authority to operate,  (B) the Borrower
                or such Obligor  possesses,  uses or has authority to possess or
                use property  (whether tangible or intangible) of others, or (C)
                others possess, use or have authority to possess or use property
                (whether  tangible  or  intangible)  of  the  Borrower  or  such
                Obligor, and all recorded data of any kind or nature, regardless
                of the medium of recording,  including without  limitation,  all
                software, writings, plans, specifications and schematics.

                     (ii) Nothing herein  contained in this  Agreement  shall be
           construed to narrow the scope of Bank's  security  interest in any of
           the Collateral or in the perfection or priority  thereof or to impair
           or otherwise limit any of the rights, powers,  privileges or remedies
           of the  Bank  hereunder  except  (and  then  only to the  extent)  as
           mandated by Revised Article 9 and then only to the extent applicable.

                     (iii)The   Borrower   and  the  Obligors   hereby   further
           acknowledge  and agree that the grant of Collateral in this Agreement
           covers,  and is intended to cover, all assets of the Borrower and the
           Obligors.

                (d) Perfection by Filing. The Bank may at any time and from time
           to time,  pursuant to the terms,  conditions  and  provisions of this
           Agreement,  file financing  statements,  continuation  statements and
           amendments  thereto that describe the Collateral as all assets of the
           Borrower  and the  Obligors  or words of


                                       16
<PAGE>

           similar  effect and which contain any other  information  required by
           Part 5 of  Revised  Article 9 for the  sufficiency  or filing  office
           acceptance  of any  financing  statement,  continuation  statement or
           amendment,  including  whether the Borrower or any of the Obligors is
           an  organization,  the type of organization of the Borrower or of any
           Obligor and any  organizational  identification  number issued to the
           Borrower or to any  Obligor.  Each of the  Borrower  and the Obligors
           hereby  covenants and agrees to furnish any such  information  to the
           Bank   promptly  upon  request.   Any  such   financing   statements,
           continuation statements or amendments may be filed at any time in any
           jurisdiction  whether or not  Revised  Article 9 is then in effect in
           that jurisdiction.

                (e) Other Types of  Perfection.  The  Borrower  and the Obligors
           shall  at any time and from  time to  time,  whether  or not  Revised
           Article  9 is in  effect in any  particular  jurisdiction,  take such
           steps as the Bank may  reasonably  request for the Bank (i) to obtain
           an acknowledgment, in form and substance satisfactory to the Bank, of
           any bailee having possession of any of the Collateral that the bailee
           holds such  Collateral  for the  benefit of the Bank,  (ii) to obtain
           "control"   of   any   investment    property,    deposit   accounts,
           letter-of-credit  rights  or  electronic  chattel  paper (as all such
           terms are defined in Revised Article 9 with corresponding  provisions
           in Rev.  ss.ss.  9-104,  9-105,  9-106  and  9-107  relating  to what
           constitutes  "control"  for  such  items  of  Collateral),  with  any
           agreements   establishing   control  to  be  in  form  and  substance
           satisfactory  to the Bank in its sole and  absolute  discretion,  and
           (iii)  otherwise to insure the continued  perfection  and priority of
           the Bank's  security  interest  in any of the  Collateral  and of the
           preservation  of its  rights  therein,  whether in  anticipation  and
           following   the   effectiveness   of   Revised   Article   9  in  any
           jurisdiction."

                (iv) The following new Section 3.7 shall be added:

           "3.7 Other Actions With Respect to the Collateral.  Further to insure
           the attachment,  perfection and first priority of, and the ability of
           the Bank to enforce,  the Bank's security interest in the Collateral,
           each of the Borrower and the Obligors hereby covenants and agrees, in
           each  case at their  sole  cost and  expense,  to take the  following
           actions with respect to the following Collateral:

                (a) Promissory Notes and Tangible Chattel Paper. If the Borrower
           or any Obligor shall at any time hold or acquire any promissory notes
           or  tangible  chattel  paper,  the  Borrower  or such  Obligor  shall
           forthwith  endorse,   assign  and  deliver  the  same  to  the  Bank,
           accompanied  by such  instruments  of  transfer or  assignment,  duly
           executed in blank,  as the Bank may from time to time specify  and/or
           require.

                (b) Deposit Accounts. For each deposit account that the Borrower
           or any Obligor at any time opens or  maintains,  the Borrower or such
           Obligor shall,  at


                                       17
<PAGE>

           the Bank's request and sole option,  pursuant to a written  agreement
           in form  and  substance  satisfactory  to the  Bank in its  sole  and
           absolute discretion, either (i) cause the depositary bank to agree to
           comply at any time with instructions from the Bank to such depositary
           bank directing the disposition of funds from time to time credited to
           such deposit account, without further consent of the Borrower or such
           Obligor,  or (ii)  arrange for the Bank to become the customer of the
           depositary  bank  with  respect  to the  deposit  account,  with  the
           Borrower  or such  Obligor  being  permitted,  only with the  express
           written  consent of the Bank,  to exercise  rights to withdraw  funds
           from such deposit  account.  The Bank hereby agrees with the Borrower
           and the Obligors that the Bank shall not given any such  instructions
           or withhold any withdrawal  rights from the Borrower or the Obligors,
           unless an Event of Default shall have occurred and be continuing,  or
           unless, after giving effect to any withdrawal not otherwise permitted
           by  the  Loan  Documents,  an  Event  of  Default  would  occur.  The
           provisions of this Section  3.7(b) shall not apply to (A) any deposit
           account  for which  the  Borrower  or the  appropriate  Obligor,  any
           depositary  bank and the Bank  have  entered  into a cash  collateral
           agreement  specially  negotiated  by and among the  Borrower  or such
           appropriate  Obligor,  such  depositary  bank  and the  Bank  for the
           specific  purpose set forth therein,  (B) deposit  accounts for which
           the Bank is the depositary bank, and (iii) deposit accounts specially
           and  exclusively  used for payroll,  payroll taxes and other employee
           wage and benefit  payments  to or for the  benefit of the  Borrower's
           and/or the Obligors' salaried employees.

                (c) Investment Property.  If the Borrower or any of the Obligors
           shall at any time hold or acquire any  certificated  securities,  the
           Borrower or such Obligors shall forthwith endorse, assign and deliver
           the same to the Bank,  accompanied by such instruments of transfer or
           assignment  duly  executed in blank as the Bank may from time to time
           specify and/or require.  If any securities now or hereafter  acquired
           by the  Borrower or any of the Obligors  are  uncertificated  and are
           issued to the Borrower or one of the Obligors,  or a nominee directly
           by the issuer thereof, the Borrower or such Obligor shall immediately
           notify the Bank  thereof in writing  and,  at the Bank's  request and
           sole option,  pursuant to a written  agreement in form and  substance
           satisfactory to the Bank in its sole and absolute discretion,  either
           (i) cause such issuer to agree to comply with  instructions  from the
           Lender as to such securities, without further consent of the Borrower
           or such  Obligor or such  nominee,  or (ii)  arrange  for the Bank to
           become the registered  owner of the  securities.  If any  securities,
           whether certificated or uncertificated,  or other investment property
           now or hereafter  acquired by the Borrower or any of the Obligors are
           held by the  Borrower or any of the  Obligors or a nominee  through a
           securities  intermediary or commodity  intermediary,  the Borrower or
           such  Obligor  shall  immediately  notify the Bank thereof in writing
           and,  at the Bank's  request and sole  option,  pursuant to a written
           agreement in form and substance  satisfactory to the Bank, either (A)
           cause such securities  intermediary or, as the case may be, commodity
           intermediary  to agree to  comply  with  entitlement  orders or other
           instructions  from the Bank to such  securities  intermediary or such


                                       18
<PAGE>

           commodity  intermediary  as to such  securities  or other  investment
           property,  or, as the case may be, to apply any value  distributed on
           account of any  commodity  contract  as  directed by the Bank to such
           commodity  intermediary,  in each case without further consent of the
           Borrower  or such  Obligor  or such  nominee,  or (B) in the  case of
           financial  assets  or  other  investment   property  held  through  a
           securities   intermediary,   arrange  for  the  Bank  to  become  the
           entitlement holder with respect to such investment property, with the
           Borrower  or such  Obligor  being  permitted,  only with the  express
           written  consent  of the Bank,  to  exercise  rights to  withdraw  or
           otherwise deal with such investment property.  The Bank hereby agrees
           with the Borrower and the Obligors  that the Bank shall not given any
           such  entitlement  orders or  instructions  or directions to any such
           issuer,  securities  intermediary or commodity intermediary and shall
           not withhold its consent to the exercise of any withdrawal or dealing
           rights by the  Borrower  or any of the  Obligors,  unless an Event of
           Default  shall have  occurred  and be  continuing,  or unless,  after
           giving  effect  to any such  investment  and  withdrawal  rights  not
           otherwise permitted by the Loan Documents,  an Event of Default would
           occur.  The  provisions of this Section 3.7(c) shall not apply to any
           financial assets credited to a securities  account for which the Bank
           is the securities intermediary.

                (d) Collateral in the  Possession of a Bailee.  If any goods are
           at any  time in the  possession  of a  bailee,  the  Borrower  or the
           Obligors  shall  promptly  notify the Bank thereof in writing and, if
           requested   by  the   Bank,   shall   promptly   obtain   a   written
           acknowledgement  from the bailee, in form and substance  satisfactory
           to the Bank in its  sole and  absolute  discretion,  that the  bailee
           holds  such  Collateral  for the  benefit  of the Bank and that  such
           bailee  shall  act upon the  instructions  of the Bank,  without  the
           further  consent of the  Borrower  or any of the  Obligors.  The Bank
           hereby  agrees with the Borrower and the Obligors that the Bank shall
           not give any such instructions  unless an Event of Default shall have
           occurred and be continuing  or unless,  after taking into account any
           action by the Borrower or the Obligors with respect to the bailee, an
           Event of Default would occur.

                (e) Electronic  Chattel Paper and Transferable  Records.  If the
           Borrower  or any of the  Obligors  at any time holds or  acquires  an
           interest  in  any  electronic  chattel  paper  or  any  "transferable
           record,"  as that  term is  defined  in  Section  201 of the  Federal
           Electronic  Signatures  in Global and  National  Commerce  Act, or in
           ss.16 of the Uniform Electronic  Transactions Act as in effect in any
           relevant  jurisdiction,  the Borrower or such Obligors shall promptly
           notify the Bank  thereof  in writing  and,  at the  request  and sole
           option of the Bank, shall take such action as the Bank may request to
           vest in the  Bank  control  under  UCC  ss.9-105  of such  electronic
           chattel paper or control under Section 201 of the Federal  Electronic
           Signatures  in Global and  National  Commerce Act or, as the case may
           be, ss.16 of the Uniform Electronic Transactions Act, as so in effect
           in such  jurisdiction,  of such transferable  record. The Bank hereby
           agrees with the Borrower and the Obligors that the Bank will arrange,
           pursuant  to  procedures


                                       19
<PAGE>

           satisfactory to the Bank in its sole and absolute discretion,  and so
           long as  such  procedures  will  not  result  in the  Bank's  loss of
           control,  for the Borrower and/or the Obligors to make alterations to
           the electronic  chattel paper or transferable  record permitted under
           UCC  ss.9-105  or,  as the case may be,  Section  201 of the  Federal
           Electronic Signatures in Global and National Commerce Act or ss.16 of
           the  Uniform  Electronic  Transactions  Act for a party in control to
           make without loss of control,  unless an Event of Default  shall have
           occurred and be continuing  or unless,  after taking into account any
           action  by the  Borrower  and  the  Obligors  with  respect  to  such
           electronic chattel paper or transferable  record, an Event of default
           would occur.

                (f)  Letter  of Credit  Rights.  If the  Borrower  or any of the
           Obligors is at any time a beneficiary under a letter of credit now or
           hereafter  issued  in  favor of the  Borrower  or such  Obligor,  the
           Borrower or such Obligor  shall  promptly  notify the Bank thereof in
           writing and, at the request and sole option of the Bank, the Borrower
           or such Obligor  shall,  pursuant to a written  agreement in form and
           substance   satisfactory  to  the  Bank  in  its  sole  and  absolute
           discretion,  either (i) arrange for the issuer and any  confirmer  of
           such letter of credit to consent to an  assignment to the Bank of the
           proceeds of any drawing  under the letter of credit,  or (ii) arrange
           for the Bank to become the  transferee  beneficiary  of the letter of
           credit,  with the Bank agreeing,  in each case,  that the proceeds of
           any  drawing  under the  letter to credit  are to be  applied  to the
           Obligations,  in the order  determined  by the Bank,  in its sole and
           absolute discretion.

                (g)  Commercial  Tort  Claims.  If  the  Borrower  or any of the
           Obligors  shall at any time hold or acquire a commercial  tort claim,
           the Borrower or such Obligor shall  immediately  notify the Bank in a
           writing  signed by the Borrower or such Obligor of the brief  details
           thereof  and grant to the Bank in such  writing a  security  interest
           therein  and in the  proceeds  thereof,  all upon  the  terms of this
           Agreement, with such writing to be in form and substance satisfactory
           to the Bank in its sole and absolute discretion.

                (h)  Other  Actions  as to any and all  Collateral.  Each of the
           Borrower and the Obligors hereby further covenants and agrees to take
           any other  action  requested  by the Bank to insure  the  attachment,
           perfection  and first  priority  of,  and the  ability of the Bank to
           enforce,  the  Bank's  security  interest  in  any  and  all  of  the
           Collateral including,  without limitation, (i) executing,  delivering
           and, where  appropriate,  filing financing  statements and amendments
           relating thereto under the Uniform Commercial Code, to the extent, if
           any,  that the  Borrower's  or any  Obligor's  signature  thereon  is
           required  therefor,  (ii)  causing  the  Bank's  name to be  noted as
           secured party on any  certificate  of title for a titled good if such
           notation is a condition to attachment,


                                       20
<PAGE>

           perfection  or priority  of, or ability of the Bank to  enforce,  the
           Bank's security interest in such Collateral, (iii) complying with any
           provision of any statute,  regulation  or treaty of the United States
           as to any Collateral if compliance with such provision is a condition
           to  attachment,  perfection or priority of, or ability of the Bank to
           enforce,  the  Bank's  security  interest  in such  Collateral,  (iv)
           obtaining  governmental and other third party consents and approvals,
           including without  limitation any consent of any licensor,  lessor or
           other person  obligated on  Collateral,  (v)  obtaining  waivers from
           mortgagees  and landlords in form and substance  satisfactory  to the
           Bank in its sole and absolute discretion, and (vi) taking all actions
           required  by any  earlier  versions  of the Code or by other law,  as
           applicable  in any  relevant  Code  jurisdiction,  or by other law as
           applicable in any foreign jurisdiction.

           (c) All  references to the name of the existing name of the Lender of
"Summit  Bank"  shall be deleted in their  entirety  and new  references  to the
current name of the Lender of "Fleet  National  Bank,  as successor by merger to
Summit Bank" shall be inserted in their place and stead.

     6. Loan  Documents.  The Loan  Documents  are hereby  further  amended  and
modified as follows:

           (a) All references to "Joule Maintenance Corporation" shall be deemed
to refer to "Joule Technical Services, Inc.".

           (b) All references to the "Corporate  Guarantors"  shall be deemed to
refer collectively to Joule Technical Services,  Inc., Joule Technical Staffing,
Inc., and Joule Staffing Services, Inc.

           (c) All  references to the name of the existing name of the Lender of
"Summit  Bank"  shall be deleted in their  entirety  and new  references  to the
current name of the Lender of "Fleet  National  Bank,  as successor by merger to
Summit Bank" shall be inserted in their place and stead.

           (d) All references to the "Loan  Agreement"  shall be deemed to refer
to the Loan  Agreement  as amended and  modified up through and  including  this
Thirteenth Amendment.

           (e) All references to any of the "Loan  Documents" shall be deemed to
refer to such Loan  Document  as amended and  modified up through and  including
this Thirteenth Amendment.

     7. Uniform Commercial Code. The Borrower,  the Corporate Guarantors and the
Lender  hereby  covenant  and  agree  that any and all  references  to the terms
"Uniform  Commercial  Code",  the "Code" and/or the "UCC"  contained in the Loan
Agreement,  the Corporate  Guaranty and/or in any other Loan Document shall mean
and refer to the  Uniform  Commercial  Code,  as adopted  and  enacted and as in
effect from time to time, of the applicable State or States.  To the extent that
the  definition  of any  category  or  type of  collateral  is  modified  by any
amendment,  modification  and/or revision to the Uniform  Commercial  Code, such
amended,  modified  and/or revised  definition will apply to the Loan Agreement,
the Corporate  Guaranty and all of the other


                                       21
<PAGE>

Loan  Documents  automatically  as of the  effective  date  of  such  amendment,
modification and/or revision.

     8. Addition of Joule Staffing Services as a Corporate Guarantor.

           (i)  In  consideration  of  the  Revolving  Credit  Loan  being  made
available to the Borrower and with knowledge that the Lender would not have made
the  Revolving  Credit Loan  available  but for the  promises of Joule  Staffing
Services  hereunder,  Joule Staffing Services,  by its execution and delivery of
this Thirteenth Amendment, hereby assumes, accepts, and agrees to be subject to,
on a joint and several basis with all of the other Corporate Guarantors,  all of
the  rights,  obligations,  responsibilities  and  liabilities  of a  "Corporate
Guarantor"  under the Loan  Agreement  and under the  Corporate  Guaranty and is
hereby deemed to be a "Corporate  Guarantor"  thereunder as if it had originally
executed the Loan Agreement and the Corporate Guaranty.  Joule Staffing Services
hereby  represents  and warrants to the Lender that it has read,  understood and
agreed to each of the terms,  conditions and  provisions of the Loan  Agreement,
the Loan  Documents and the Corporate  Guaranty.  The addition of Joule Staffing
Services as a "Corporate  Guarantor" shall in no way affect,  change,  modify or
diminish the obligations,  responsibilities  and liabilities of any of the other
Corporate  Guarantors  under  the  Loan  Agreement,  the Loan  Documents  or the
Corporate Guaranty.

           (ii) The Borrower, Joule Technical Staffing, Inc. and Joule Technical
Services,  Inc. hereby  expressly  confirm and affirm that the addition of Joule
Staffing Services to the Corporate  Guaranty does not affect the  enforceability
and validity of the Corporate Guaranty with respect to Joule Technical Staffing,
Inc. and Joule Technical  Services,  Inc., and the Corporate Guaranty remains in
full  force  and  effect  as a  continuing  guaranty  of the  full,  prompt  and
unconditional  payment of all present and future  obligations and/or liabilities
of any kind of the  Borrower  due and owing to the  Lender,  including,  without
limitation, the repayment in full of the Revolving Credit Loan.

     9. Addition of Joule  Staffing  Services,  Inc. to the Loan Agreement as an
Obligor.

           (i)  In  consideration  of  the  Revolving  Credit  Loan  being  made
available to the Borrower and with knowledge that the Lender would not have made
the  Revolving  Credit Loan  available  but for the  promises of Joule  Staffing
Services  hereunder,  Joule Staffing Services,  by its execution and delivery of
this  Thirteenth  Amendment,  hereby  assumes  and  accepts  all of the  rights,
obligations,  responsibilities  and  liabilities of an "Obligor"  under the Loan
Agreement and is hereby deemed to be an "Obligor" under the Loan Agreement as if
it had originally executed the Loan Agreement.

           (ii) As collateral  security for the prompt and complete  payment and
performance  when due by Joule Staffing  Services of all of its  obligations and
liabilities  under the Loan  Agreement,  the  Corporate  Guaranty and all of the
other Loan Documents,  including,  without  limitation,  the following:  (i) all
indebtedness  of Joule Staffing  Services owed to the Lender arising on or after
the date hereof under the Loan  Agreement  and/or under the Corporate  Guaranty,
both  principal  and  interest,  and  any  extensions,   renewals,   refundings,
substitutions  of


                                       22
<PAGE>

or for such  indebtedness  in whole or in part,  (ii) all  indebtedness of Joule
Staffing  Services owed to the Lender for  reasonable  fees,  costs and expenses
contemplated  by the Loan  Agreement  and/or the Corporate  Guaranty,  (iii) all
obligations  of Joule  Staffing  Services to the Lender  arising under the other
Loan  Documents,  (iv) all other  indebtedness,  obligations  and liabilities of
Joule  Staffing  Services  owed to the  Lender  now or  hereafter  existing,  in
connection with the Loan Agreement  and/or the Corporate  Guaranty or any of the
other Loan  Documents  whether or not  contemplated  by the Lender  and/or Joule
Staffing Services at the date hereof and whether direct or indirect,  matured or
contingent,  joint or several or otherwise,  (v) all future advances made by the
Lender for the protection or preservation of the Collateral,  including, without
limitation,  reasonable advances for storage and transportation  charges, taxes,
insurance,  repairs  and the like when and as the same  become  due  whether  at
maturity  or by  declaration,  acceleration  or  otherwise,  or if not due  when
payment thereof shall be demanded by the Lender,  and (vi) any and all costs and
expenses,  including,  without limitation,  all costs and expenses of collection
and post-judgment  collection costs and expenses, paid or incurred by the Lender
in connection  with the  collection of the amounts  referred to in the preceding
clauses (i), (ii),  (iii),  (iv) or (v), in connection  with the  enforcement or
realization upon any or all of the Collateral or the Lender's  security interest
therein or in  connection  with the taking of any other action  permitted by the
Loan Agreement, Joule Staffing Services hereby collaterally assigns,  mortgages,
hypothecates,  conveys, transfers and grants to the Lender a continuing security
interest in all of its present and future rights,  title and interests in and to
all of its personal  property  (whether  tangible or intangible  and whether now
owned or  hereafter  acquired),  including,  without  limitation,  the  personal
property described in Section 3.1 of the Loan Agreement, as amended and modified
by this Thirteenth Amendment, wherever said personal property may be located, as
such personal  property may be hereafter  amended  and/or  modified from time to
time.

           (iii)Joule  Staffing  Services hereby  represents and warrants to the
Lender that it has read, understood and agreed to each of the terms,  conditions
and provisions of the Loan Agreement. The addition of Joule Staffing Services as
an "Obligor" shall in no way affect, change, modify or diminish the obligations,
responsibilities  and  liabilities  of any of the other  Obligors under the Loan
Agreement.  Each of the  Borrower,  Joule  Technical  Staffing,  Inc.  and Joule
Technical  Services,  Inc. hereby regrants,  recoveys and reassigns a continuing
security  interest in all of its present and future rights,  title and interests
in and  to  all  of  its  respective  personal  property  (whether  tangible  or
intangible  and whether now owned or  hereafter  acquired),  including,  without
limitation,  the  personal  property  described  in  Section  3.1  of  the  Loan
Agreement,  as amended and modified by this Thirteenth Amendment,  wherever said
personal  property may be located,  as such  personal  property may be hereafter
amended and/or modified from time to time.

     10.  Remaking  of  Representations  and  Warranties.  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 Thirteenth  Amendment 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.


                                       23
<PAGE>

     11. No Amendment of Other Terms. All other terms and conditions of the Loan
Documents, as amended and modified by this Thirteenth Amendment,  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
Thirteenth Amendment.

     12. No  Novation.  It is the  intention  of the  parties  hereto  that this
Thirteenth  Amendment  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  Thirteenth  Amendment,  or any  portion  hereof in any of the  instruments
executed in  connection  herewith  shall be construed or shall operate to affect
the lien  priority of the Loan  Documents,  then to the extent  such  instrument
creates a charge  upon the Loan  Documents  in excess of that  contemplated  and
permitted thereby,  and to the extent third parties acquiring an interest in the
Loan  Documents  between the time of  recording  of the Loan  Documents  and the
recording of this  Thirteenth  Amendment  are  prejudiced  hereby,  if any, this
Thirteenth  Amendment  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 shall have been terminated.

     13. Additional  Covenants,  Representations  and Warranties of the Borrower
and the  Corporate  Guarantors.  The Borrower and the  Corporate  Guarantors  do
hereby:

           (i) ratify,  confirm and acknowledge that, as amended and modified by
this Thirteenth Amendment,  the Loan Documents continue to be valid, binding and
in full force and effect;

           (ii)   covenant  and  agree  to  perform  all  of  their   respective
obligations  contained  in the Loan  Documents,  as amended and modified by this
Thirteenth Amendment;

           (iii)represent   and  warrant  that,   after  giving  effect  to  the
transactions  contemplated by this Thirteenth  Amendment,  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;

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


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<PAGE>

           (v) 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.

     14.  Additional  Documents;   Further  Assurances.  The  Borrower  and  the
Corporate  Guarantors hereby covenant and agree to execute and/or deliver to the
Lender,   or  to  cause  to  be  executed   and/or   delivered   to  the  Lender
contemporaneously herewith, at the sole cost and expense of the Borrower and the
Corporate  Guarantors,  any and all  other  documents,  agreements,  statements,
resolutions,  certificates,  opinions, consents, searches and information as the
Lender  may  reasonably  request  in  connection  with the  matters  or  actions
described  herein.  The Borrower and the  Corporate  Guarantors  hereby  further
covenant and agree to execute and/or deliver to the Lender, or to use their best
efforts to cause to be executed  and/or  delivered to the Lender,  at their sole
cost and expense,  from time to time, any and all other  documents,  agreements,
statements,  certificates and information as the Lender shall reasonably request
to evidence or effect the terms of the Loan  Agreement,  as amended and modified
up through and including  this  Thirteenth  Amendment,  or any of the other Loan
Documents,  as amended and  modified up through and  including  this  Thirteenth
Amendment, or to enforce or protect the Lender's interest in the Collateral. All
such  documents,  agreements,  statements,  etc.,  shall be in form and  content
reasonably acceptable to the Lender.

     15. Fees, Costs,  Expenses and Expenditures.  The Borrower shall pay all of
the Lender's  reasonable  expenses in connection  with the review,  preparation,
negotiation,  documentation  and closing of this  Thirteenth  Amendment  and the
consummation of the  transactions  contemplated  hereunder,  including,  without
limitation,  fees,  expenses and  disbursements of legal counsel retained by the
Lender and all fees related to filings,  recordings  of documents  and searches,
whether or not the transactions contemplated hereunder are consummated.

     16. No  Waiver.  Nothing  contained  herein  constitutes  an  agreement  or
obligation  by the  Lender to grant any  further  amendments  to any of the Loan
Documents and nothing  contained  herein  constitutes a waiver or release by the
Lender  of any  rights  or  remedies  available  to the  Lender  under  the Loan
Documents,  at law or in equity,  provided that the foregoing is not intended to
revoke the Lender's  previous  consent to the requested  actions by the Borrower
and/or the Corporate  Guarantors  where such consent was delivered by the Lender
in writing.

     17.  Inconsistencies.  To the extent of any inconsistency between the terms
and conditions of this Thirteenth  Amendment and the terms and conditions of the
Loan  Agreement  or the  Loan  Documents,  the  terms  and  conditions  of  this
Thirteenth Amendment shall prevail. All terms,  conditions and provisions of the
Loan Agreement and the Loan Documents not inconsistent  herewith shall remain in
full force and effect and are hereby  ratified  and  confirmed  by the  Borrower
and/or the Corporate Guarantors.

     18. Binding  Effect.  This  Thirteenth  Amendment shall be binding upon and
inure to the benefit of the parties hereto and their successors and assigns.


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<PAGE>

     19. Counterparts.  This Thirteenth Amendment may be executed by one or more
of  the  parties  to  this  Thirteenth  Amendment  in  any  number  of  separate
counterparts  and all of said  counterparts  taken  together  shall be deemed to
constitute one and the same instrument.

     20. Waiver Of Jury Trial.  THE BORROWER,  THE CORPORATE  GUARANTORS AND THE
LENDER HEREBY WAIVE ANY AND ALL RIGHTS THAT THEY MAY NOW OR HEREAFTER HAVE UNDER
THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE, TO A TRIAL BY JURY OF ANY
AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING
BETWEEN  THE  BORROWER,  THE  CORPORATE  GUARANTORS  AND  THE  LENDER  OR  THEIR
RESPECTIVE  SUCCESSORS AND/OR ASSIGNS,  OUT OF OR IN ANY WAY CONNECTED WITH THIS
THIRTEENTH  AMENDMENT AND THE OTHER LOAN DOCUMENTS  EXECUTED IN CONNECTION  WITH
THE  REVOLVING  CREDIT LOAN.  IT IS INTENDED THAT SAID WAIVER SHALL APPLY TO ANY
AND ALL DEFENSES,  RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDING. THE
BORROWER,  THE CORPORATE  GUARANTORS  AND THE LENDER  RECOGNIZE THAT ANY DISPUTE
ARISING IN CONNECTION WITH THE REVOLVING CREDIT LOAN IS LIKELY TO BE COMPLEX AND
CONSEQUENTLY  THEY  WISH TO  STREAMLINE  AND  MINIMIZE  THE COST OF THE  DISPUTE
RESOLUTION PROCESS BY AGREEING TO WAIVE THEIR RIGHTS TO A JURY TRIAL.


                                       26
<PAGE>

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

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


------------------      By:__________________________________________
Bernard G. Clarkin         John G. Wellman, Jr.
Secretary                  In his capacity as the President and Chief Operating
                           Officer of each of the above-referenced corporations


                      FLEET NATIONAL BANK, as successor by merger to Summit Bank


                        By:
                           ------------------
                             Cynthia Colucci
                             Vice President


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