EXHIBIT 4.1(e)



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                  SEVENTH AMENDMENT AND MODIFICATION AGREEMENT

                                  by and among

                                  JOULE, INC.,
                                 as the Borrower

                                       and

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

                                       and

                                  SUMMIT BANK,
                                  as the Lender

                            Dated: As of May 31, 1998

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                  SEVENTH AMENDMENT AND MODIFICATION AGREEMENT


     THIS SEVENTH  AMENDMENT  AND  MODIFICATION  AND  AGREEMENT  (including  all
amendments,  modifications  and  supplements is  hereinafter  referred to as the
"Seventh  Modification  Agreement"),  is made  this as of this  31st day of May,
1998, by and among

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

     AND

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

     AND

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

     AND

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

     AND

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


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                              W I T N E S S E T H:

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

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

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

     WHEREAS,  as of February 20, 1991, Emanuel N. Logothetis,  as the guarantor
(hereinafter referred to as the "Individual Guarantor"),  executed and delivered
to the Lender, as the lender, a certain Individual  Guaranty,  pursuant to which
the Individual  Guarantor agreed to guaranty the full,  prompt and unconditional
payment of when due of any and all present and


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future  obligations  or  liabilities  of any kind of the  Borrower  owing to the
Lender, including, without limitation, repayment in full of the Revolving Credit
Loan (hereinafter referred to as the "Individual Guaranty"); and

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

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

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

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

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

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

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


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

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

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

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

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

     WHEREAS, as of January 31, 1995, the Borrower,  as the maker,  executed and
delivered to the Lender, as the payee, a certain Second Allonge to $4,000,000.00
Revolving  Note for the  purposes  of (i)  extending  the  maturity  date of the
Revolving  Note from the then current  maturity date "January 31, 1995" to a new
maturity date of "January 31, 1996";  (ii) decreasing the interest rate from the
existing  interest rate of "Base Rate plus one and one-half  percent  (1.5%) per

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annum" to the new  interest  rate of "Base  Rate  plus one  percent  (1.0%)  per
annum";  and  (iii)  amending  and  modifying  the name of the  Lender  from the
Lender's existing name of "United Jersey Bank/Central, N.A." to the Lender's new
name of "United Jersey Bank" (hereinafter  referred to as the "Second Allonge");
and

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

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

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

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


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providing  for the  definition  of  "Eurodollar  Rate Taxes";  (x) in Article I,
Section 1.1 of the Loan  Agreement,  providing for the definition of "Eurodollar
Reserve  Percentage";  (xi) in Article  I,  Section  1.1 of the Loan  Agreement,
providing for the definition of "Funding Segment";  (xii) in Article II, Section
2.4 of the Loan Agreement, deleting the existing Section 2.4 and inserting a new
Section 2.4 which  provides  that the Borrower may select an interest  rate from
the  interest  rate options  between  either (1) the Base Rate option or (2) the
Eurodollar  Rate  Option;  (xiii) in a new  section  of  Article  II of the Loan
Agreement,  Section  2.11,  providing  for the  Borrower's  payment of an unused
commitment  fee; and (xiv) in a new section of Article II of the Loan Agreement,
Section 2.12,  providing for the special  provisions  governing  Eurodollar Rate
Loans; and

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

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

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

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

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

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


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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
Technical Corporation was merged with Joule Technical Services, Inc.; and

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

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

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

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

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

     WHEREAS, as of even date herewith, the Borrower, as the maker, has executed
and  delivered  to the  Lender,  as the  payee,  a certain  Seventh  Allonge  to
$4,000,000.00 Revolving


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Note for the purposes of (i) extending  the maturity date of the Revolving  Note
from the existing maturity date of "May 31, 1998" to a new maturity date of "May
31, 1999" (hereinafter referred to as the "Seventh Allonge"); and

     WHEREAS, as of even date herewith,  the Borrower,  the Corporate Guarantors
and the Lender have agreed to enter into this Seventh Modification Agreement for
the  purposes of (i) in Article I, Section 1.1 of the Loan  Agreement,  amending
and  modifying the  definition of "Loan  Documents" to provide for the Extension
Agreement  #1, the  Extension  Agreement  #2, the  Extension  Agreement  #3, the
Extension Agreement #4, the First Modification Agreement, the First Allonge, the
Second Modification,  the Second Allonge, the Third Modification Agreement,  the
Third Allonge,  the Fourth  Modification  Agreement,  the Fourth Allonge,  Fifth
Modification Agreement, the Fifth Allonge, the Sixth Modification Agreement, the
Sixth Allonge, the Seventh Allonge and this Seventh Modification Agreement; (ii)
in Article I, Section 1.1 of the Loan Agreement,  extending the Termination Date
of the Revolving Note from the existing  Termination Date of "May 31, 1998" to a
new Termination  Date of "May 31, 1999";  (iii) in Article I, Section 1.1 of the
Loan  Agreement,  providing  for the new  definitions  of  "Sixth  Allonge"  and
"Seventh  Modification  Agreement";  (iv) in Article II, Section 2.4 of the Loan
Agreement,  amending and  modifying  the interest rate options from the existing
interest  rate  options  of (a)  Base  Rate or (b) two and  one-quarter  percent
(2.25%) over the  Eurodollar  Rate to the new interest  rate options of (1) Base
Rate minus one quarter  percent  (0.25%) or (2) one and one-half  percent (1.5%)
over the Eurodollar Rate; (v) in Article II, Section 2.11 of the Loan Agreement,
deleting the unused commitment fee; (vi) in the Loan Documents, deleting any and
all  references to the existing  maturity date of "May 31, 1998" and inserting a
new maturity  date of "May 31, 1999" in its place and stead;  (vii) in Article V
of the Loan  Agreement,  providing  for a new Section  5.23;  (viii) in the Loan
Documents,  providing that any and all references to the "Revolving  Note" shall
be deemed to refer to the Revolving  Note as amended and modified up through and
including the Seventh  Allonge;  and (ix) in the Loan Documents,  providing that
any and all references to the "Loan  Agreement"  shall be deemed to refer to the
Loan  Agreement  as amended and modified up through and  including  this Seventh
Modification Agreement; and

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

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


                                       8
<PAGE>


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

     1. There is, as of May 31, 1998,  presently  due and owing on the Revolving
Note the principal sum $3,150,000.00,  without defense,  offset or counterclaim,
all of which are  hereby  expressly  waived by the  Borrower  and the  Corporate
Guarantors as of the date hereof.  The foregoing  principal balance is allocated
as follows: (a) $3,150,000.00 for outstanding Advances of direct loans under the
Note and (b) $-0- for Letters of Credit.

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

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

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

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

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

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

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

               (ii)  Subsection  (ll) shall be amended and  modified by deleting
          the existing  Termination  Date of "May  31,1998" and  inserting a new
          Termination Date of "May 31, 1999" in its place and stead.


                                       9
<PAGE>


               (iii)  The  following  new  definitions  shall  have the  meaning
          assigned  to each  respective  document  in the  Seventh  Modification
          Agreement: the Extension Agreement #1, the Extension Agreement #2, the
          Extension   Agreement  #3,  the  Extension  Agreement  #4,  the  First
          Modification  Agreement,  the First Allonge,  the Second Modification,
          the  Second  Allonge,  the  Third  Modification  Agreement,  the Third
          Allonge, the Fourth Modification Agreement,  the Fourth Allonge, Fifth
          Modification  Agreement,  the Fifth  Allonge,  the Sixth  Modification
          Agreement,  the Sixth  Allonge,  the  Seventh  Allonge and the Seventh
          Modification Agreement.

          (b) Article II,  Section 2.4 shall be amended and modified by deleting
     the existing interest rate options and inserting the following new interest
     rate options:

               "Interest Rate Options for Advances.

               (1)  Base Rate: A  fluctuating  interest  rate per annum equal to
                    the Base Rate of the  Lender  for such day,  in effect  from
                    time to time (such interest rate to change  immediately upon
                    any  change  in the Base  Rate)  minus one  quarter  percent
                    (0.25%).

               (2)  Eurodollar  Rate: A fixed rate per annum for the  applicable
                    Eurodollar Interest Period equal to one and one-half percent
                    (1.5%)  over the  Eurodollar  Rate for such day.  The Lender
                    shall give prompt  notice to the Borrower of the  Eurodollar
                    Rate   determined  or  adjusted  in   accordance   with  the
                    provisions hereof,  which  determination or adjustment shall
                    be conclusive if made in good faith."

          (c) Article II, Section 2.11 shall be deleted in its entirety.

          (d) Article V shall be amended and modified by inserting the following
     new section:

               "5.23  Computer  Systems.  The  advent of the year 2000 shall not
               adversely affect the Borrower's  operations or the performance of
               its information  technology.  Without  limiting the generality of
               the foregoing, (i) the hardware and software utilized by Borrower
               are designed to be used prior to, during, and after calendar year
               2000 A.D. and such hardware and software will operate during each
               such  time   period   without   error   relating  to  date  data,
               specifically  including any error relating to, or the conduct of,
               date data which represents or references  different  centuries or
               more than one century, (ii) the hardware and software utilized by
               Borrower will not abnormally end or provide  invalid or incorrect
               results  as a result of date  data,  and (iii) the  hardware  and
               software  utilized by Borrower  have been designed to ensure year
               2000   A.D.   compatibility,   including   date   data,   century
               recognition,  leap  year,  calculations  which  accommodate  same

                                       10
<PAGE>


               century and multicentury  formulas and date values, and date data
               interface values that reflect the century."

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

          (a) Any and all  references to the existing  maturity date of "May 31,
     1998" shall be deleted and a new  maturity  date of "May 31, 1999" shall be
     inserted in its place and stead.

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

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

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

     7. The Borrower and the Corporate  Guarantors  expressly confirm and affirm
that the  Corporate  Guaranty  remains in full force and effect as a  continuing
guaranty of the full, prompt and unconditional payment of all present and future
obligations  and/or liabilities of any kind of the Borrower due and owing to the
Lender,  including,  without limitation,  the repayment in full of the Revolving
Credit Loan

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

     9. It is the intention of the parties hereto that this Seventh Modification
Agreement  shall not constitute a novation and shall in no way adversely  affect
or impair the lien  priority of the Loan  Documents.  In the event this  Seventh
Modification  Agreement,  or any portion to affect the lien priority of the Loan
Documents,  then to the extent  such  instrument  creates a charge upon the Loan
Documents  in excess of that  contemplated  and  permitted  thereby,  and to the
extent third  parties  acquiring an interest in the Loan  Documents  between the
time of  recording  of the Loan  Documents  and the  recording  of this  Seventh
Modification  Agreement are prejudiced hereby, if any, this Seventh Modification
Agreement  shall be void and of no force and  effect;  provided,  however,  that
notwithstanding the foregoing, the parties hereto, as between themselves,  shall
be


                                       11
<PAGE>


bound by all terms and conditions hereof until all indebtedness evidenced by the
Revolving  Note  shall  have been  paid in full and the  Revolving  Credit  Loan
terminated.

     10. The Borrower and the Corporate Guarantors do hereby:

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

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

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

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

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



                                       12
<PAGE>


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

[SEAL]                                          JOULE, INC.
ATTEST:


___________________________                     By: ____________________________
Bernard G. Clarkin                                   Emanuel N. Logothetis
Secretary                                            President

[SEAL]                                          JOULE MAINTENANCE ATTEST: 
                                                CORPORATION


___________________________                     By: ____________________________
Bernard G. Clarkin                                   Emanuel N. Logothetis
Secretary                                            President

[SEAL]                                          JOULE TECHNICAL
ATTEST:                                         SERVICES, INC.


___________________________                     By: ____________________________
Bernard G. Clarkin                                   Emanuel N. Logothetis
Secretary                                            President

[SEAL]                                          JOULE TECHNICAL
ATTEST:                                         STAFFING, INC.


___________________________                     By: ____________________________
Bernard G. Clarkin                                   Emanuel N. Logothetis
Secretary                                            President

                                                SUMMIT BANK


                                                By: ____________________________
                                                     Bonnie Gershon
                                                     Vice President




                                       13
<PAGE>




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


     BE IT  REMEMBERED,  that on this ____ day of June,  1998,  before  me,  the
subscriber,  an officer  duly  authorized  pursuant to N.J.S.A.  46:14-6 to take
acknowledgments  for use in the State of New Jersey,  personally appeared Bonnie
Gershon,  who, I am satisfied is the person who executed the within  Instrument,
as the Vice  President of Summit Bank,  the  corporation  named  therein,  and I
having first made know to him the contents thereof, he did thereupon acknowledge
that the  said  Instrument  made by the said  corporation  and  sealed  with its
corporate  seal and delivered by him as such  officer,  is the voluntary act and
deed of said  corporation,  made by  virtue  of  authority  from  its  Board  of
Directors, for the uses and purposes therein expressed.


                                        ________________________________________
                                        Notary Public of the State of New Jersey


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


     BE IT  REMEMBERED,  that on this ____ day of June,  1998,  before  me,  the
subscriber,  an officer  duly  authorized  pursuant to N.J.S.A.  46:14-6 to take
acknowledgments for use in the State of New Jersey,  personally appeared Emanuel
N.  Logothetis,  who,  I am  satisfied  is the person  who  executed  the within
Instrument,  as the President of Joule,  Inc.,  Joule  Maintenance  Corporation,
Joule  Technical  Services,  Inc.  and  Joule  Technical  Staffing,   Inc.,  the
corporations  named  therein,  and I having  first made know to him the contents
thereof,  he did thereupon  acknowledge  that the said  Instrument  made by said
corporations  and sealed with their corporate seals and delivered by him as such
officer,  is the voluntary act and deed of said corporations,  made by virtue of
authority from their respective  Boards of Directors,  for the uses and purposes
therein expressed.


                                        ________________________________________
                                        Notary Public of the State of New Jersey



                                       14