Exhibit 10.1
                                                                    ------------

                       FIRST AMENDMENT TO CREDIT AGREEMENT
                       -----------------------------------

     THIS FIRST AMENDMENT TO CREDIT  AGREEMENT (this  "Amendment"),  dated as of
October 5, 2005,  is entered  into among  TEAM,  INC, a Texas  corporation  (the
"Borrower"),  the lenders that are parties to the Credit Agreement defined below
(collectively,  the  "Lenders"),  and BANK OF AMERICA,  N.A., as  Administrative
Agent for itself and the Lenders (in said capacity, the "Administrative Agent"),
and as Swing Line Lender and L/C Issuer.

                                   BACKGROUND
                                   ----------

     A.   The Borrower,  the Lenders,  the Administrative  Agent, the Swing Line
Lender and the L/C Issuer are parties to that certain Credit Agreement, dated as
of August 11, 2004 (as amended through the date hereof, the "Credit Agreement").
Terms defined in the Credit Agreement and not otherwise  defined herein shall be
used herein as defined in the Credit Agreement.

     B.   The Borrower,  the Lenders,  the Administrative  Agent, the Swing Line
Lender  and the L/C  Issuer  desire to make  certain  amendments  to the  Credit
Agreement.

     NOW,  THEREFORE,   in  consideration  of  the  covenants,   conditions  and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the Borrower, the
Lenders,  the  Administrative  Agent,  the Swing Line  Lender and the L/C Issuer
covenant and agree as follows:

     1.   AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:

          (a)  Section 1.01 is amended by amending and restating the  definition
     of "Applicable Rate", as follows:

          "Applicable  Rate" means the following  percentages  per annum,  based
     upon  the  Leverage  Ratio  as set  forth  in the  most  recent  Compliance
     Certificate  received  by the  Administrative  Agent  pursuant  to  Section
     6.02(b):

<TABLE>
<CAPTION>

------------ --------------------------------------------------- ----------------- ------------------- --------------
                                                                                    Eurodollar Rate
 Pricing                                                           Revolving         for Loans and        Base Rate
   Level                       Leverage Ratio                    Commitment Fee     Letters of Credit     for Loans
------------ --------------------------------------------------- ----------------- ------------------- --------------
<S>          <C>                                                      <C>                <C>               <C>
     I       Less than or equal to 1.50 to 1.00                       0.250              1.500             0.000
------------ --------------------------------------------------- ----------------- ------------------- --------------
    II       Greater  than  1.50 to 1.00 but less than or equal       0.300              1.750             0.250
             to 2.00 to 1.00
------------ --------------------------------------------------- ----------------- ------------------- --------------
    III      Greater  than  2.00 to 1.00 but less than or equal       0.375              2.000             0.500
             to 2.50 to 1.00
------------ --------------------------------------------------- ----------------- ------------------- --------------
    IV       Greater  than  2.50 to 1.00 but less than or equal       0.500              2.250             0.750
             to 3.00 to 1.00
------------ --------------------------------------------------- ----------------- ------------------- --------------
     V       Greater than 3.00 to 1.00                                0.625              2.500             1.000
------------ --------------------------------------------------- ----------------- ------------------- --------------

</TABLE>

          Any  increase or  decrease in the  Applicable  Rate  resulting  from a
     change  in the  Leverage  Ratio  shall  become  effective  as of the  first
     Business Day  immediately  following the date a Compliance  Certificate  is


<PAGE>


     delivered for any Fiscal  Quarter  pursuant to Section  6.02(b);  provided,
     however,  that if a Compliance  Certificate  is not  delivered  when due in
     accordance with such Section  6.02(b),  then Pricing Level V shall apply as
     of the  first  Business  Day  after  the  date  on  which  such  Compliance
     Certificate  was required to have been delivered and shall remain in effect
     until the first Business Day immediately following the date such Compliance
     Certificate is actually delivered to the Administrative Agent.

          (b)  Section 1.01 is amended by amending and  restating  clause (a) of
     the definition of "Consolidated Funded Indebtedness", as follows:

               (a)  the outstanding principal amount of all obligations, whether
          current  or  long-term,  for  borrowed  money  (including  Obligations
          hereunder) and all obligations evidenced by bonds, debentures,  notes,
          loan agreements or other similar instruments,  other than amounts owed
          pursuant to insurance premium financings,

          (c)  Section 1.01 is amended by adding the definition of "Climax Sale"
     in alphabetical order, as follows:

               "Climax Sale" means the sale of  substantially  all of the assets
          of Climax Portable  Machine Tool Co. for Net Cash Proceeds of not less
          than $12,000,000.

          (d)  Section  2.06 is amended by adding the  following  proviso at the
     end of clause (h) thereof immediately preceding the period ("."):

               provided that notwithstanding any of the above in clause (iii) to
          the contrary, whether or not Term Loans remain outstanding on the date
          the Climax Sale is consummated, any mandatory prepayment of Loans from
          Net Cash Proceeds of the Climax Sale shall be applied to the Revolving
          Loans  (which  repayment  shall  not  result  in a  reduction  in  the
          Aggregate Revolving Commitments)

          (e)  Section  7.14(b) is amended  and  restated  in its  entirety,  as
     follows:

               (b)  Leverage  Ratio.  Permit the Leverage Ratio as of the end of
          any Fiscal  Quarter of the Borrower set forth below to be greater than
          the ratio set forth below opposite such Fiscal Quarter:

          ------------------------------------------- --------------------------
                    Fiscal Quarters Ending             Maximum Leverage Ratio
          ------------------------------------------- --------------------------
          August 31, 2005                                   4.00 to 1.00
          ------------------------------------------- --------------------------
          November 30, 2005                                 3.75 to 1.00
          ------------------------------------------- --------------------------
          February 28, 2006                                 3.25 to 1.00
          ------------------------------------------- --------------------------
          Each Fiscal Quarter thereafter                    3.00 to 1.00
          ------------------------------------------- --------------------------


                                       2

<PAGE>


          provided that,  notwithstanding  anything herein to the contrary, upon
          the date of  consummation  of the Climax  Sale,  the above  ratios for
          Fiscal Quarters ending after such date shall  automatically be amended
          to be 3.00 to 1.00,  and at the end of any Fiscal  Quarter  after such
          date,  the Borrower  shall not permit the Leverage Ratio as of the end
          of any Fiscal Quarter of the Borrower to be greater than 3.00 to 1.00.

     2.   AMENDMENT FEE. Borrower shall pay to the Administrative Agent, for the
pro rata  benefit of the  Lenders,  an  amendment  fee in an amount equal to the
product  of  0.05%  multiplied  by  the  sum  of  (a)  the  Aggregate  Revolving
Commitments  and (b) the  outstanding  principal  amount  of the Term  Loan (the
"Amendment  Fee").  Such  Amendment Fee shall be paid in  immediately  available
funds and shall be due and payable on the date hereof.

     3.   REPRESENTATIONS AND WARRANTIES.  By its execution and delivery hereof,
the Borrower represents and warrants to the Lenders that, as of the date hereof:

          (a)  after giving effect to this Amendment,  the  representations  and
     warranties  contained in the Credit  Agreement and the other Loan Documents
     are true and  correct on and as of the date  hereof as if made on and as of
     such date,  except to the extent that such  representations  and warranties
     expressly   relate   solely  to  an  earlier   date  (in  which  case  such
     representations  and  warranties  shall have been true and  accurate in all
     material respects on and as of such earlier date);

          (b)  after giving effect to this Amendment,  no event has occurred and
     is continuing which constitutes an Event of Default;

          (c)  the Borrower has legal power and authority to execute and deliver
     this Amendment, and this Amendment constitutes the legal, valid and binding
     obligation  of the  Borrower,  enforceable  in  accordance  with its terms,
     except as enforceability  may be limited by applicable  bankruptcy or other
     debtor  relief  laws and by general  principles  of equity  (regardless  of
     whether  enforcement  is  sought in a  proceeding  in equity or at law) and
     except as rights to indemnity may be limited by federal or state securities
     laws;

          (d)  neither the execution, delivery and performance of this Amendment
     nor the consummation of any transactions  contemplated  herein will violate
     or conflict  with, or result in a breach of, or constitute a default under,
     or require any consent under (i) the articles of  incorporation,  bylaws or
     other  organizational  documents of the Borrower,  (ii) any applicable law,
     rule,  or  regulation  or any  order,  writ,  injunction,  or decree of any
     Governmental Authority or arbitrator,  or (iii) any agreement or instrument
     to which the  Borrower is a party or by which it or any of its  property is
     bound or subject; and

          (e)  no authorization,  approval,  consent, or other action by, notice
     to, or filing with, any Governmental  Authority or other Person  (including
     the  Board of  Directors  of  Borrower),  is  required  for the  execution,
     delivery or performance by the Borrower of this Amendment.


                                       3

<PAGE>


     4.   CONDITIONS OF  EFFECTIVENESS.  This Amendment  shall be effective only
after each of the following conditions precedent shall have been satisfied:

          (a)  the  Administrative  Agent  shall  receive  counterparts  of this
     Amendment executed by the Required Lenders and the Borrower;

          (b)  the representations and warranties set forth in Section 3 of this
     Amendment shall be true and correct;

          (c)  the  Amendment  Fee and any other fee  agreed to by the  Borrower
     under separate agreement in connection herewith shall have been paid;

          (d)  all   reasonable   out-of-pocket   fees  and   expenses   of  the
     Administrative Agent in connection with the Loan Documents,  including this
     Amendment,  including  legal fees and expenses  incurred on or prior to the
     date of this  Amendment by the  Administrative  Agent,  including,  without
     limitation,  the reasonable fees and expenses of Winstead Sechrest & Minick
     P.C., shall have been paid; and

          (e)  the  Administrative  Agent shall  receive,  in form and substance
     satisfactory  to the  Administrative  Agent  and its  counsel,  such  other
     documents,  certificates and instruments as the Administrative  Agent shall
     reasonably require.

     5.   REFERENCE  TO  CREDIT  AGREEMENT.   Upon  the  effectiveness  of  this
Amendment,   each  reference  in  the  Credit  Agreement  to  "this  Agreement,"
"hereunder," or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended by this Amendment.

     6.   COUNTERPARTS;  EXECUTION VIA FACSIMILE. This Amendment may be executed
in one or more counterparts,  each of which shall be deemed an original, but all
of which together shall constitute one and the same  instrument.  This Amendment
may  be  validly  executed  and  delivered  by  facsimile  or  other  electronic
transmission.

     7.   GOVERNING LAW: BINDING EFFECT. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas and shall be binding
upon the Borrower,  the  Administrative  Agent, each Lender and their respective
successors and assigns.

     8.   HEADINGS.  Section  headings in this Amendment are included herein for
convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.

     9.   LOAN DOCUMENT. This Amendment is a Loan Document and is subject to all
provisions of the Credit  Agreement  applicable to Loan Documents,  all of which
are incorporated in this Amendment by reference the same as if set forth in this
Amendment verbatim.

     10.  NO  ORAL  AGREEMENTS.  THIS  WRITTEN  AGREEMENT  AND  THE  OTHER  LOAN
DOCUMENTS  REPRESENT  THE FINAL  AGREEMENT  BETWEEN  THE  PARTIES AND MAY NOT BE
CONTRADICTED  BY  EVIDENCE  OF  PRIOR,   CONTEMPORANEOUS,   OR  SUBSEQUENT  ORAL


                                       4

<PAGE>


AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.

                     Remainder of page intentionally blank.
                             Signature pages follow.


                                       5

<PAGE>


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

BORROWER:


TEAM, INC.


By: /s/ Ted W. Owen
    ---------------
    Name: Ted W. Owen
    Title: Senior Vice President



ADMINISTRATIVE AGENT:


BANK OF AMERICA, N.A., as Administrative Agent


By: /s/ Suzanne M. Paul
    -------------------
    Suzanne M. Paul
    Vice President


                                 First Amendment
                                 Signature Page


<PAGE>


AGREED TO this 5 day of October, 2005.


BANK OF AMERICA, N.A.,                           COMERICA BANK
as Swing Line Lender, L/C Issuer and a Lender


By: /s/ Gary L. Mingle
   -------------------
   Gary L. Mingle                                By:/s/ Kirby Sandford
   Senior Vice President                            ------------------
                                                    Name: Kirby Sandford
                                                    Title: Vice President


JPMORGAN CHASE BANK, N.A.                        COMPASS BANK


By: /s/ Brad Hughes                              By:/s/ Tom Brosig
   ----------------                                 ---------------
   Name: Brad Hughes                                Name: Tom Brosig
   Title: Vice President                            Title: Senior Vice President


AMEGY BANK, N.A.                                 GUARANTY BANK


By:/s/ David C. Moriniere
   ----------------------
   Name: David C. Moriniere                      By:/s/ Scott Brewer
   Title: Vice President                            ----------------
                                                    Name: Scott Brewer
                                                    Title: Man. Dir.


                                 First Amendment
                                 Signature Page


<PAGE>


     Each of the undersigned  hereby (a) consents and agrees to this Amendment's
execution  and  delivery,  (b) ratifies and confirms its  obligations  under its
guaranty,  (c) acknowledges  and agrees that its obligations  under its guaranty
are not released, diminished, impaired, reduced, or otherwise adversely affected
by this  Amendment,  and (d)  acknowledges  and agrees  that it has no claims or
offsets against, or defenses or counterclaims to, its guaranty.

                                   GUARANTORS:

                                   TEAM INDUSTRIAL SERVICES, INC.
                                   TEAM INVESTMENT, INC.
                                   LEAK REPAIRS, INC.
                                   CLIMAX PORTABLE MACHINE TOOLS, INC.
                                   THERMAL SOLUTIONS, INC.
                                   X-RAY INSPECTION, INC.
                                   TEAM COOPERHEAT-MQS, INC.
                                   TEAM INDUSTRIAL SERVICES OF CANADA, INC.


                                   By:  /s/ Ted W. Owen
                                        ---------------
                                        Name:    Ted W. Owen
                                        Title:   Senior Vice President

                                   TEAM FACILITIES & SERVICES, L.P.

                                   By:  Team, Inc., its General Partner


                                   By:  /s/ Ted W. Owen
                                        ---------------
                                        Name:    Ted W. Owen
                                        Title:   Senior Vice President


                                 First Amendment
                                 Signature Page