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                                                     Exhibit 10.49
                                 AMENDMENT NO. I
                                       TO
                           REVOLVING CREDIT AGREEMENT

         AMENDMENT NO. 1, dated as of March 22, 1999 (the  "Amendment"),  to the
Revolving Credit Agreement, dated as of November 20, 1998 (the "Revolving Credit
Agreement"),   between  HAGLER  BAILLY,   INC.,  a  Delaware   corporation  (the
"Borrower"),  THE LENDERS FROM TIME TO TIME A PARTY THERETO (the  "Lenders") and
NATIONSBANK,  N.A., a national banking  association and in its separate capacity
as agent (the "Agent").  Capitalized terms used herein without  definition shall
have the respective meanings specified in the Revolving Credit Agreement.

                                   WITNESSETH

         WHEREAS,  pursuant to the Revolving Credit Agreement,  the Lenders have
provided to the Borrower a revolving  credit  facility,  and has agreed to issue
standby  letters of credit,  all upon the terms and conditions  specified in the
Revolving Credit Agreement;

         WHEREAS, the Borrower has requested a modification to one or more terms
of the  Revolving  Credit  Agreement,  and the  Lenders are willing to make such
modifications;

         WHEREAS, upon the terms and subject to the conditions contained herein,
the parties hereto desire to amend the Revolving Credit Agreement; and

         WHEREAS,  as of the date hereof, the Lenders under the Revolving Credit
Agreement consist only of NationsBank, N.A.;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements set forth herein, and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

         Section  1.  Amendment  to  Section  6. 1 (g) of the  Revolving  Credit
Agreement.  The parties hereto hereby amend the first sentence of Section 6.1(g)
of the  Revolving  Credit  Agreement  by  inserting  after the words "a ratio of
Consolidated  Cash Flow to  Consolidated  Fixed Charges of not less than 2.00 to
1.00" but before the "." the following words: "; provided, however, that for and
at all times during the Fiscal  Quarters  ending March 31, June 30 and September
30, 1999, the Borrower and its Consolidated  Subsidiaries shall maintain a ratio
of Consolidated Cash Flow to Consolidated Fixed Charges of not less than 1.75 to
1.00".

         Section 2.  Amendment to Section  6.2(a)(ii)  of the  Revolving  Credit
Agreement.  The parties hereto hereby amend Section  6.2(a)(ii) of the Revolving
Credit  Agreement by deleting  such  section in its  entirety  and  substituting
therefor the following:

                           "(ii) any Lien (A) which shall  constitute a purchase
                  money security  interest  (excluding,  for the purpose of this
                  clause (ii), any purchase money security interest Lien assumed
                  in connection with the  acquisition of any Acquisition  Party)
                  or (B) granted to or possessed by any financial institution or
                  insurance  company (other than the Lenders) in connection with
                  any  surety  bond  issued  by such  financial  institution  or
                  insurance  company in connection  with the  performance of any
                  contract to which the Borrower or any  Subsidiary  is a party;
                  provided  that the amount of all such Liens  permitted by this
                  clause (ii) shall not exceed (in the  aggregate  and as to the
                  Borrower and its Subsidiaries, taken as a whole) $1,000,000;".

         Section 3.  Amendment  to Section  6.2(c)(i)  of the  Revolving  Credit
Agreement.  The parties  hereto hereby amend Section  6.2(c)(i) of the Revolving
Credit  Agreement by deleting  such  section in its  entirety  and  substituting
therefor the following:

                           "(i) at any  time and from  time to time  during  the
                  period  beginning  March 22, 1999 and ending  March 31,  2001,
                  repurchase the issued and outstanding  shares of capital stock
                  of the Borrower provided that the aggregate consideration paid
                  by the  Borrower for all such shares so  repurchased  does not
                  exceed  $20,000,000 and, provided  further,  that after giving
                  effect  to any  such  repurchase,  the  Borrower  shall  be in
                  compliance  with all provisions of this Agreement  (including,
                  without limitation,  all financial ratios contained in Section
                  6.1 hereof based on the  financial  statements  most  recently
                  provided by the Borrower to the Lenders);"

         Section 4.  Amendment to Section  6.2(b)(iv)  of the  Revolving  Credit
Agreement.  The parties hereto hereby amend Section  6.2(b)(iv) of the Revolving
Credit  Agreement by deleting  such  section in its  entirety  and  substituting
therefor the following:



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                           "(iv) (A)  indebtedness  constituting  purchase money
                  security    indebtedness   or   (B)   indebtedness   for,   or
                  reimbursement  obligations  (whether contingent or accrued) in
                  respect of, any surety bond issued by a financial  institution
                  or insurance  company  (other than the Lenders) in  connection
                  with the  performance of any contract to which the Borrower or
                  any Subsidiary  thereof is party;  provided that the amount of
                  all such  party,  indebtedness  permitted  by this clause (iv)
                  shall not exceed (in the  aggregate and as to the Borrower and
                  its Subsidiaries, taken as a whole) $1,000,000;".

         Section 5.  Amendment  to Section  6.2(e)(i)  of the  Revolving  Credit
Agreement.  The parties  hereto hereby amend Section  6.2(e)(i) of the Revolving
Credit  Agreement by deleting  such  section in its  entirety  and  substituting
therefor the following:

                           "(i)   the   cash   component   of  the   Acquisition
                  Consideration   (which  shall   consist  of  all  cash,   cash
                  equivalents,  promissory notes (or other similar  instruments)
                  issued and the  assumption of debt, as provided  therein) paid
                  for all Acquisition  Parties  (including  foreign  Acquisition
                  Parties  permitted  pursuant  to clause (vi) below) (A) during
                  the 12-month  period  commencing from the Effective Date shall
                  not exceed,  in the aggregate,  the sum of (x)  $40,000,000.00
                  less (y) the Stock Repurchase Delta, and (B) during the period
                  commencing  from the Effective  Date and ending on the date on
                  which all of the Obligations hereunder shall have been paid in
                  full  shall  not  exceed,  in the  aggregate,  the  sum of (x)
                  $50,000,000.00 less (y) the Stock Repurchase Delta;"

     Section 6.  Definitions.  Section 1.1 of the Revolving  Credit Agreement is
          hereby amended by inserting therein, in proper alphabetical order, the
          following definition:
                  "Stock  Repurchase  Delta"  means  the  amount  by  which  the
         aggregate purchase price paid by the Borrower for the repurchase of any
         of its shares of  capital  stock,  as  permitted  by Section  6.2(c)(i)
         hereof, exceeds $5,000,000.

         Section 7. Fee. In consideration  for the amendments  contained herein,
the Borrower  shall pay to the Agent,  for the account of the Lenders,  a fee in
the amount separately agreed to in writing by the Lenders and the Borrower,  and
the Borrower  hereby  authorizes the Agent to debit the Borrower  Account in the
amount of such fee upon the execution and delivery hereof the parties hereto.

         Section 8.  Miscellaneous.  This  Amendment  shall be  governed  by and
construed in accordance with the laws of the  Commonwealth of Virginia,  without
regard to principles of conflicts of laws. Except as hereby expressly amended by
this Amendment, the terms, covenants, conditions, agreements and representations
and warranties  contained in the Revolving  Credit Agreement are in all respects
ratified and confirmed  and remade as of the date hereof and,  except as amended
hereby,  shall continue in full force and effect. This Amendment  represents the
agreement of the parties hereto with respect to the subject  matter hereof,  and
there  are no  promises,  undertakings,  representations  or  warranties  by the
Lenders  relative  to the  subject  matter  hereof  not  expressly  set forth or
referred  to  herein.   This   Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall be deemed one and the same  instrument.  The section headings and
subsection  headings have been inserted for convenience of reference only and do
not constitute matters to be considered in interpreting this Amendment.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly  executed by their  respective  officers as of the day and year first above
written.

HAGLER BAILLY, INC.

By: /s/ Glenn J. Dozier    
     Name: Glenn J. Dozier
     Title: Senior Vice President and
                 Chief Financial Officer

NATIONSBANK, N.A., as Lender and Agent

By: /s/ James W. Gaittens  
     Name: James W. Gaittens
     Title: Senior Vice President