AMENDMENT NO. 1 TO CREDIT AGREEMENT

     PREAMBLE: THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of October 16,
1998  ("the  Amendment"),  is made by and among LAW  COMPANIES  GROUP,  INC.,  a
corporation  organized  under the laws of the State of  Georgia,  United  States
("LCGI"), as Borrower's  Representative and as a Guarantor,  LAW ENGINEERING AND
ENVIRONMENTAL  SERVICES,  INC., a  corporation  organized  under the laws of the
State of  Georgia,  United  States  ("U.S.  Borrower"),  and GIBB LTD, a company
organized under the laws of the United Kingdom  ("International  Borrower";  the
International  Borrower  and the U.S.  Borrower  sometimes  hereinafter  called,
collectively,  herein  the  "Borrowers"  or,  individually,  a  "Borrower"),  as
Borrowers;  LAW ENVIRONMENTAL  CONSULTANTS,  INC., a corporation organized under
the laws of the State of Georgia,  United States  ("LECI"),  LAW  INTERNATIONAL,
INC., a  corporation  organized  under the laws of the State of Georgia,  United
States ("LII"), GIBB INTERNATIONAL HOLDINGS, INC., a corporation organized under
the laws of the State of Delaware ("GIH"), and GIBB HOLDINGS LTD., a corporation
organized under the laws of the United Kingdom ("GHL";  GHL, GIH, LII, and LECI,
together with the other Subsidiaries  becoming Guarantors  hereafter pursuant to
the  operation and effect of Section 7.15,  are  sometimes  hereinafter  called,
collectively,  the  "Subsidiary  Guarantors"  and,  individually,  a "Subsidiary
Guarantor"),  as  additional  Guarantors;  BANK OF  AMERICA  NATIONAL  TRUST AND
SAVINGS ASSOCIATION,  a national banking association organized under the laws of
the United States ("BOA"), acting individually and through its London Branch (in
such latter capacity, BOA is sometimes called herein,  "BOAL"), as Issuing Bank,
Overdraft  Bank,  International  Agent and a Lender;  BANK OF  AMERICA,  FSB,  a
federal savings bank organized  under the laws of the United States  ("BOAFSB"),
as U.S. Agent and a Lender;  and any other financial  institutions  party hereto
from time to time (herein  sometimes  called,  collectively,  together with BOA,
BOAL, and BOAFSB, the "Lenders" or, individually,  a "Lender"),  as Lenders; for
the  purpose of setting  forth  certain  modifications  and  amendments  to that
certain  Credit  Agreement,  dated as January 15,  1998,  among the  above-named
parties  (hereinafter  referred to herein as the "Credit  Agreement"),  to which
said parties have agreed.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1.  Definitions.  Capitalized  terms used herein,  but not  otherwise  expressly
defined  herein,  shall  have the  meanings  given to such  terms in the  Credit
Agreement.

2. Amendments.

         (a)   Maturity   Date.   Responsive   to  the  request  of   Borrowers'
Representative,  made  in  writing  to the  U.S.  Agent  on a  timely  basis  in
accordance with the procedures set forth in the definition of "Maturity Date" in
Section 1.1 of the Credit Agreement, the Lenders hereby extend the Maturity Date
by one (1) year, that is, to January 15, 2002.

         (b) Revolving Loan Amount. The "Revolving Loan Amount" definition,  set
forth in  Section  1.1 of the  Credit  Agreement,  is  hereby  deleted,  and the
following  revised  definition of  "Revolving  Loan Amount" is set forth in lieu
thereof:


         "Revolving  Loan Amount" means the sum of Fifty-Eight  Million  Dollars
         ($58,000,000),  reducing to Forty-Eight Million Dollars  ($48,000,000),
         effective  on January  1, 2000;  and  reducing  further to  Forty-Three
         Million Dollars ($43,000,000) effective on January 1, 2001.

         (c) Mandatory Reduction of Commitments. The dates "January 1, 1999" and
"January 1, 2000," set forth in Section 2.7 of the Credit Agreement,  at clauses
(i) and (ii),  respectively,  thereof,  in the first sentence thereof,  shall be
amended to read, instead, "January 1, 2000" and "January 1, 2001," respectively.

         (d)  Subordinated  Debt.  Subsection  (g) to Section  8.6 of the Credit
Agreement shall be amended by adding thereto,  after the words "Funded Debt" and
before  "determined"  in the last line of said  subsection  (g),  the  following
words:

         (less amounts owed to former shareholders as represented by those
         subordinated promissory notes listed on Schedule 8.6)


3.       MISCELLANEOUS

     (a) Effect of Amendment.  The amendments to the Credit Agreement  specified
hereinabove  shall have  retroactive  effect to the  Agreement  Date, as if such
amendments  were an integral part of the Loan Agreement as of that date.  Except
as set forth expressly  herein,  all terms of the Credit Agreement and the other
Loan Documents,  as amended hereby, shall be and remain in full force and effect
and shall constitute the legal,  valid,  binding and enforceable  obligations of
Obligors.  To the extent any terms and  conditions in any of the Loan  Documents
shall  contradict  or be in conflict  with any terms or conditions of the Credit
Agreement,  after giving effect to this Amendment, such terms and conditions are
hereby  deemed  modified  and  amended  accordingly  to  reflect  the  terms and
conditions of the Credit Agreement as modified and amended hereby.

         (b) Reaffirmation of  Representatives  and Warranties.  Obligors hereby
ratify and reaffirm all of the  representations  and warranties set forth in the
Credit  Agreement and the other Loan  Documents,  except to the extent that such
representations  and  warranties  relate to an earlier  date or may be untrue or
incorrect  solely  as  a  result  of  occurrences  permitted  under  the  Credit
Agreement, and subject to the updates thereto set forth on Exhibit "A" hereto.

         (c) Ratification.  Obligors hereby restate,  ratify,  and reaffirm each
and every term and condition set forth in the Loan Agreement, as amended hereby,
and the Loan Documents effective as of the date hereof.

         (d) Estoppel.  Obligors  hereby  acknowledge  and agree that, as of the
date hereof,  and after giving effect to this Amendment,  no Default or Event of
Default has occurred and is continuing.

         (e) Governing Law. This Amendment shall be governed by Georgia law, and
shall constitute a Loan Document.

         (f) Costs and Expense.  Obligors agree to pay all reasonable  costs and
expenses  of  Lenders,  Issuers  and  Agents  incurred  in  connection  with the
preparation, execution, delivery and enforcement of this Amendment and all other
Loan Documents  executed in connection  herewith,  the closing  hereof,  and any
other  transactions  contemplated  hereby,  including  the  reasonable  fees and
out-of-pocket expenses of counsel.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered and have hereunto affixed their respective seals by,
through  and in the  presence  of their  respective  proper and duly  authorized
officers as of the day and year first above written.


U.S. Agent:               BANK OF AMERICA, FSB               (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------

U.S. Lender:              BANK OF AMERICA, FSB               (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------

International Lender:     BANK OF AMERICA NATIONAL TRUST AND
                          SAVINGS ASSOCIATION, acting through its
                          London Branch                      (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------


<PAGE>



International Agent:      BANK OF AMERICA NATIONAL TRUST AND
                          SAVINGS ASSOCIATION, acting through its
                          London Branch                      (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------


Issuing Bank              BANK OF AMERICA NATIONAL TRUST AND
(International):          SAVINGS ASSOCIATION, acting through its
                          London Branch                      (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------

Overdraft Bank:           BANK OF AMERICA NATIONAL TRUST AND
                          SAVINGS ASSOCIATION, acting through its
                          London Branch                      (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------


<PAGE>


Issuing Banks (U.S.):     BANK OF AMERICA NATIONAL TRUST AND
                          SAVINGS ASSOCIATION                (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------


<PAGE>


Borrowers' Representative  LAW COMPANIES GROUP, INC. (SEAL)
And Guarantor:
                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------


Borrowers:                LAW ENGINEERING AND ENVIRONMENTAL
                          SERVICES, INC.                     (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------

                          Attest:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------

                          GIBB LTD.                           (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------

                          Attest:
                                   -------------------------------------------
                          Title:  
                                   -------------------------------------------



<PAGE>


Additional Guarantors:    LAW ENVIRONMENTAL CONSULTANTS, INC.
                                                            (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------
                          LAW INTERNATIONAL, INC.
                                                            (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------

                          GIBB INTERNATIONAL HOLDINGS, INC.
                                                            (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------

                          GIBB HOLDINGS LTD.                (SEAL)

                          By:
                                   -------------------------------------------
                          Title:
                                   -------------------------------------------
<PAGE>

         Updates to Law Companies Group, Inc. Credit Agreement Schedules

Schedule 6.16(a)

         Amend as follows:

         (i)  U.S. Obligors -       1105 Sanctuary Parkway
                                    Suite 300
                                    Alpharetta, Georgia 30004

         (ii)  U.S. Obligors -      1105 Sanctuary Parkway
                                    Suite 300
                                    Alpharetta, Georgia 30004
Schedule 6.18

         Add the following:

               Gibb International  Holdings, Inc. has applied to the U.S. Patent
               And Trademark office for trademark protection for the following:

                             LAWGIBB GROUP + Design

                        LAW LAWGIBB GROUP MEMBER + Design

Schedule 6.19

         Add the following:

                  Law Engineering and Environmental
                  Services/Michigan, Inc.            Michigan        LEES (100%)

                  Law Engineering and Environmental
                  Services of Oklahoma, Inc.         Oklahoma        LEES (100%)

                  (Note: Neither is a Material Subsidiary)