EXHIBIT 10.8



                           AMENDMENT TO SECOND AMENDED

                           AND RESTATED LOAN AGREEMENT

     This  Amendment  to  Second  Amended  and  Restated  Loan  Agreement  (this
"Amendment"), dated as of October 29, 1999, is between KIMMINS CORP., a Delaware
corporation,  and  its  affiliated  corporations  who  are  signatories  to this
Amendment  (collectively,   the  "Borrowers"),  and  SOUTHTRUST  BANK,  NATIONAL
ASSOCIATION (the "Bank"), to record their agreement  regarding  modifications of
the Second  Amended and  Restated  Loan  Agreement  dated  January 12, 1998 (the
"Restated Loan Agreement") between Bank and Borrowers.

                                    Recitals

     Pursuant to the term and  conditions of the Restated Loan  Agreement,  Bank
made  available  to the  Borrowers  a  revolving  loan and a real estate loan as
described  more  particularly  in the  Restated  Loan  Agreement  including  the
extension or renewals of letters of credit for the account of the Borrower.  The
Bank and Borrower  desire to amend the Restated  Loan  Agreement as described in
this  Amendment.  Terms used in this  Amendment that are defined in the Restated
Loan  Agreement  have  the  meanings  assigned  to  them  in the  Restated  Loan
Agreement.

                                    Agreement

     The Bank and the Borrowers agree as follows:

     1.   Revolving Loans Amendments.
          ---------------------------

          Section 2.1 of the Restated Loan Agreement is amended in the following
     respects:

          (a) The  Borrowers  acknowledge  that  the  principal  balance  of the
     Revolving  Loans as of the date of this Amendment is  $3,443,498.49,  which
     amount is the sum of the current  principal  balance,  of $2,874,000 and an
     advance on the date of this Amendment of $569,498.49 to repay the principal
     balance of the ESOP Loan.  Bank shall have no obligation  after the date of
     this Amendment to make  available to Borrowers any  additional  advances to
     the Revolving Loans or any additional  Letters of Credit,  and the Borrower
     may not reborrow any amounts  required or permitted to be paid by Borrowers
     to Bank  pursuant to this  Amendment.  All  references in the Restated Loan
     Agreement to the Revolving  Loans shall be deemed to refer to the Revolving
     Loans as modified in this  Amendment,  notwithstanding  that no  additional
     advances shall be made and no reborrowings permitted.

<PAGE>
          (b) The Borrowers  shall execute and deliver to Bank a promissory note
     (the  "Amended   Revolving  Note")  in  the  amount  of  current  principal
     outstanding  or  the  Revolving  Loans,  payable  to  the  order  of  Bank,
     evidencing  Borrowers' joint and several obligations to repay the Revolving


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<PAGE>

     Loans. The principal amount of the Revolving Loans  outstanding as a result
     of this  Amendment  shall bear interest at a floating  annual rate equal to
     the Base Rate plus one-half  (1/2%) percent per year.  Borrowers  shall pay
     the principal amount of the Revolving Loans in installments as follows.

                  Payment Date               Amount
                  ------------               ------

                  November 15, 1999         $1,000,000.00
                  December 31, 199           1,000,000.00
                  February 15, 200           1,000,000.00
                  March 31, 2000               443,498.49

     Borrower shall pay accrued  interest on the date each principal  payment is
     due and in addition to the principal payment.  The applicable interest rate
     on the Revolving  Loans shall change as and when the Base Rate changes from
     time to time, effective the day each such change occurs.

     2.   Amendments to Real Estate Loan.
          -------------------------------

          (a)  Borrowers  acknowledge  that the  principal  balance  of the Real
     Estate Loans  outstanding  as of the date of this  Amendment  (the "Current
     Real Estate Loan Principal Balance") is $1,464,546.61. Subject to the terms
     and conditions of this Amendment and the Restated Loan Agreement,  the Bank
     has agreed to make an additional advance to Borrowers under the Real Estate
     Loans of $300,000 (the "Additional Advance").

          (b) The  Borrowers  shall execute and deliver to the Bank a promissory
     note (the "Amended Real Estate Note") in the amount of $1,764,546.61, which
     amount is the sum of the  Additional  Advance and the  Current  Real Estate
     Loan  Principal  Balance,  payable  to the  order of the  Bank,  evidencing
     Borrowers  joint and several  obligation  to repay the Real  Estate  Loans,
     including the Additional Advance.  The outstanding  principal amount of the
     Amended  Real  Estate  Note  shall  bear  interest  at the Base  Rate  plus
     three-quarters (3/4%) percent per year. Borrower shall pay principal of the
     Amended  Real  Estate  Note in  monthly  installments  of  $24,409.11  each
     beginning  December 1, 1999,  and  continuing on the same day of each month
     thereafter  until October 1, 2004,  at which time all unpaid  principal and
     accrued interest will be due and payable in full.

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<PAGE>
     3.   Amendments to Letters of Credit Provisions.
          -------------------------------------------

          (a) Borrowers  acknowledge has issued for Borrowers' account,  Letters
     of Credit in the amount $1,080,000.00. Pursuant to this Amendment, the Bank
     has no  further  obligation  to  issue  or  renew  Letters  of  Credit  for
     Borrowers' accounts.

          (b) Borrowers  shall repay to the Bank at the Bank's demand the amount
     of any draw of any  beneficiary  of a Letter of Credit.  Until repaid,  the
     obligation of the  Borrowers to repay the amounts of draws against  Letters
     of Credit  shall bear  interest at  floating  annual rate equal to the Base
     Rate plus 4%.

     4.   Defined Terms.
          --------------

          (a) The  definition of "Loan or Loans" in Section 1.36 of the Restated
     Loan  Agreement  shall refer to all loans from Bank to Borrower,  including
     the Revolving  Loans and Real Estate Loans,  as modified by this Amendment,
     and to the  obligation  of the  Borrowers  to repay  to the Bank any  draws
     against Letters of Credit as described in Section 3 of this Amendment.

          (b) The  "Mortgage"  as defined in Section 1.40 of the  Restated  Loan
     Agreement  shall refer to the mortgages  executed by Parent granting Bank a
     first lien on the Real Estate to secure repayment of the Real Estate Loans,
     including the Additional Advance.

     5.   Continuing Security.
          --------------------

     All obligations of the Borrowers to the Bank, as modified  pursuant to this
Amendment  will  continue  to be  secured  by all of the  Collateral  Documents,
including  without  limitation,   the  Account  Pledge  Agreement,   the  Pledge
Agreement,  the Security Agreement, the Mortgage, the Restated Loan Agreement as
amended by this Amendment (to the extent it  constitutes a security  agreement),
and all the documents  executed from time to time evidencing  Bank's interest in
the Collateral.

     6.   Representations.
          ----------------

     Borrowers  represent to Bank the following as of the execution date of this
Amendment:

          (a) Borrowers have all requisite power, authority,  and legal right to
     execute, deliver, and perform this Amendment;

          (b) The  execution,  delivery,  and  performance  of this Amendment by
     Borrowers have been duly authorized by all requisite  corporate  action and


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<PAGE>
     will  not  (i)  violate  any  law,  (ii)  conflict  with  the  articles  of
     incorporation and bylaws of Borrowers, (iii) accelerate the maturity of, or
     result in any lien, penalty,  security interest,  or encumbrance in, on, or
     under,  any  mortgage,  indebtedness,  security  agreement,  or  contingent
     obligation,  or (iv)  constitute a default or breach of any material order,
     lease, contract,  indenture,  mortgage, judgment, promissory note, or other
     agreement or  instrument to which any of the Borrowers is a party or any of
     its property is subject;

          (c) No filing with, or consent,  license,  authorization,  or approval
     of, any Person is required in connection with the execution,  delivery,  or
     performance of this amendment; and

          (d) All  Collateral  securing the  Revolving  Loan and the Real Estate
     Loan is located within the State of Florida.

          (e) This  Amendment  is  valid,  effective,  and  enforceable  by Bank
     against  Borrowers  in  accordance  with its  terms,  except to the  extent
     limited by application  of general  principles of equity and by bankruptcy,
     insolvency,   debtor  relief,  and  similar  laws  of  general  application
     affecting the enforcement of creditors' rights.

     7.   Miscellaneous.
          --------------

     This  Amendment  and the  documents  contemplated  by it record  the final,
complete,  and exclusive  understanding between Bank and Borrowers regarding the
modification  of the  Restated  Loan  Agreement.  Except  as  modified  by  this
Amendment,  the  Restated  Loan  Agreement  and all of the other Loan  Documents
continue in full force and effect in accordance  with their terms.  Bank has not
waived,  and does not waive, any of its rights under the Restated Loan Agreement
or any other Loan  Documents.  This Amendment will become  effective when it has
been executed by Bank and all of the Borrowers.

                                   "BORROWER"

                                   KIMMINS CORP.

                                   By: /s/ NORMAN S. DOMINIAK
                                       -----------------------------------
                                            Norman S. Dominiak,
                                            Vice President/
                                            Chief Financial Officer


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<PAGE>

                                   TRANSCOR WASTE SERVICES, INC.

                                   By: /s/ NORMAN S. DOMINIAK
                                       -----------------------------------
                                            Norman S. Dominiak,
                                            Vice President/Treasurer


                                   KIMMINS CONTRACTING CORP.

                                   By: /s/ NORMAN S. DOMINIAK
                                       -----------------------------------
                                            Norman S. Dominiak,
                                            Vice President/Treasurer


                                   THERMOCOR KIMMINS, INC.

                                   By: /s/ NORMAN S. DOMINIAK
                                       -----------------------------------
                                            Norman S. Dominiak,
                                            Vice President/Treasurer


                                   FACTORY STREET CORPORATION

                                   By: /s/ NORMAN S. DOMINIAK
                                       -----------------------------------
                                            Norman S. Dominiak,
                                            Vice President/Treasurer


                                   KIMMINS INDUSTRIAL SERVICE CORP.

                                   By: /s/ NORMAN S. DOMINIAK
                                       -----------------------------------
                                            Norman S. Dominiak,
                                            Vice President/Treasurer


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<PAGE>

                                   KIMMINS ABATEMENT CORP.

                                   By: /s/ NORMAN S. DOMINIAK
                                       -----------------------------------
                                            Norman S. Dominiak,
                                            Vice President/Treasurer


                                   KIMMINS INCORPORATED

                                   By: /s/ NORMAN S. DOMINIAK
                                       -----------------------------------
                                            Norman S. Dominiak,
                                            Vice President/Treasurer


                                   KIMMINS ASSOCIATES, INC.

                                   By:  /s/ NORMAN S. DOMINIAK
                                       -----------------------------------
                                            Norman S. Dominiak,
                                            Vice President/Treasurer



                                   KIMMINS SPECIALTY CONTRACTING, INC.

                                   By: /s/ NORMAN S. DOMINIAK
                                       -----------------------------------
                                            Norman S. Dominiak,
                                            Vice President/Treasurer


                                   KIMMINS EQUIPMENT LEASING CORP.

                                   By: /s/ NORMAN S. DOMINIAK
                                       -----------------------------------
                                            Norman S. Dominiak,
                                            Vice President/Treasurer


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<PAGE>

                                   "BANK"

                                   SOUTHTRUST BANK NATIONAL ASSOCIATION

                                   By: /s/ ROBERT L. WEBB
                                       ----------------------------------
                                   Name:   Robert L. Webb
                                   Title:  Vice President



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