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Amendment Agreement Borrower Holding Banks Agent
  FIFL Transactions
     Definitions
 Amendments
 Security Documents
 (C)
    
    Each Subsidiary that is organized under the laws of the UK shall not be
required to execute a UK Security Agreement or Mortgage of Securities so long as such
Subsidiary does not have any assets or liabilities other than intercompany loans
evidenced by the Intercompany Note and does not engage in any business other than
intercompany financings.




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Advances and Loans
 (a)
    
    the aggregate principal amount of all such loans and advances outstanding at
any one time by Holding or Subsidiaries of Holding which have executed Security
Agreements to Subsidiaries of Holding which have not executed Security Agreements does
not exceed $4,000,000;
 Subsidiaries
 Other Indebtedness
 (xi)
    
    unsecured indebtedness in addition to that permitted by the other clauses of
this Section 8.3, but only if (A) the Dollar Equivalent of the aggregate amount of such
loans at any one time outstanding does not exceed $2,500,000, (B) no such loan is
borrowed from a Credit Party other than XANSER and (C) any such loan borrowed from
XANSER is subordinated to any obligation owed by Holding, the Borrower or any other
Credit Party to the Agent and the Banks;
 Conditions Precedent Amendment Effective Date
 Default, etc
 Documents
 (a)
    
    this Amendment;(b)
    
    a Second Amendment to the Pledge Agreement dated as of August
13, 2002, between Holding and the Agent amending Annex I to such Pledge
Agreement listing all Pledged Interests in which Holding has any right,
title or interest as of March 31, 2006, together with an Instruction and
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Initial Transaction Statement (in the form attached to the Pledge Agreement)
from each Issuer of such Pledged Interests which has not previously
executed and delivered an Instruction and Initial Transaction Statement to
the Agent;
 (c)
    
    a UK Guaranty executed by FIFL;(d)
    
    an Amended and Restated Intercompany Note;(e)
    
    an Amended and Restated Intercompany Subordination Agreement;(f)
    
    a Secretarys Certificate for FIFL (a Transaction
Party) certifying (i) the authorizing resolution of such Transaction Party
regarding the transactions contemplated by this Amendment, (ii) the Charter
Documents of such Transaction Party and (iii) the incumbency and signatures of
the officers of such Transaction Party authorized to execute the documents
described in this Amendment to which such Transaction Party is a party; and(g)
    
    a legal opinion, in form and substance satisfactory to the
Agent, covering such matters as the Agent may reasonably request.
 Proceedings and Documents
 Approvals and Consents
 Fees and Expenses
 Consent to Transactions
 Representations, Warranties and Covenants
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Agreement in Full Force and Effect as Amended
 Counterparts
 Governing Law
 Post Closing Documents
 (a)
    
    certificates of good standing (or the equivalent) for each
Transaction Party.
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FURMANITE LIMITEDBy:Name:
    
    Howard C. WadsworthTitle:
    
    DirectorBy:Name:
    
    Joseph MillironTitle:
    
    DirectorFURMANITE WORLDWIDE, INC.By:Name:
    
    Howard C. WadsworthTitle:
    
    Vice PresidentBANK OF SCOTLAND, in its capacity as Agent and as a
BankBy:Name:Title:
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