SIXTH MODIFICATION AGREEMENT

     THIS  SIXTH  MODIFICATION  AGREEMENT  ("MODIFICATION")  is  made  with  the
intention  of it  being  effective  as of  November  1,  2000  by and  among  EA
ENGINEERING, SCIENCE, AND TECHNOLOGY, INC., a Delaware corporation ("BORROWER");
EA  FINANCIAL,  INC.,  a  Delaware  corporation,  EA  GLOBAL,  INC.,  a Delaware
corporation,  and EA INTERNATIONAL,  INC., a Maryland corporation (collectively,
"GUARANTORS");  and ALLFIRST BANK,  formerly known as THE FIRST NATIONAL BANK OF
MARYLAND ('LENDER").
                                    RECITALS

        Pursuant to the terms of a Loan And Security  Agreement dated August 22,
1997 by and between the LENDER and the BORROWER,  as amended ("LOAN AGREEMENT"),
the  LENDER  is  providing  to  the  BORROWER   various  credit   accommodations
(collectively,  "LOANS") including, but not limited to: (a). a revolving line of
credit in the maximum  principal  amount of Eight Million Five Hundred  Thousand
Dollars ($8,500,000.00) ("REVOLVER") as evidenced by a Revolving Loan Promissory
Note dated  August 22, 1997 from the  BORROWER to the order of the LENDER in the
stated   principal  amount  of  Eight  Million  Five  Hundred  Thousand  Dollars
($8,500,000.00)  ("REVOLVER  NOTE");  and (b) an equipment line of credit in the
maximum   principal   amount  of  One  Million  Five  Hundred  Thousand  Dollars
($1,500,000.00) ("EQUIPMENT LINE").

        The GUARANTORS have each guaranteed all of the BORROWER'S obligations to
the LENDER,  whether now  existing or  hereafter  incurred,  including,  but not
limited to, all obligations in connection with the LOANS,  pursuant to the terms
and provisions of certain Guaranty Agreements dated August 22, 1997 from each of
the GUARANTORS to and for the benefit of the LENDER
(collectively, "GUARANTIES".

        The BORROWER, the GUARANTOR and the LENDER have agreed to modify certain
terms  and  provisions  of  the  LOAN  AGREEMENT  and  have  entered  into  this
MODIFICATION to accomplish such modifications.

        NOW,  THEREFORE,  in consideration  of the premises, and other good and
valuable   consideration,   the  receipt  and  adequacy of which are hereby
acknowledged, the parties agree as follows:

        Section 1.  Recitals.  The parties hereby  acknowledge  the accuracy of
the above Recitals and hereby incorporate the Recitals into this MODIFICATION.

<PAGE>
        Section  2.  Amendment  To Loan  Agreement.  The LOAN  AGREEMENT is
hereby amended as follows:

   a.   Section 1.59.  Section 1.59 of the LOAN  AGREEMENT is hereby amended
by deleting its present  language in its entirety and  substituting in lieu
thereof the following:

        Section 1.59.  Maximum  Revolver  Amount.

The term "MAXIMUM  REVOLVER AMOUNT" means the lesser of: (a) the REVOLVER DOLLAR
CAP; or (b) the  BORROWING  BASE plus,  during the period  prior to February 28,
2001,  and provided there is no DEFAULT  hereunder,  that portion (not to exceed
$300,000.00),  if any, of the CASH  COLLATERAL  which the LENDER agrees,  in the
exercise of its reasonable discretion, may be used as a basis for advances under
the REVOLVING LOAN; provided, however, that the LENDER may limit the time period
in which any portion of the CASH  COLLATERAL  may be used as a basis of advances
under the REVOLVING  LOAN and any such  approval  shall  immediately  terminate,
without notice,  upon the principal amount  outstanding under the REVOLVING LOAN
being reduced to an amount not exceeding the BORROWING BASE.

   b.   Section 1.72. Section 1.72 of the LOAN AGREEMENT is hereby amended by
deleting its present language in its entirety and substituting in lieu thereof
the following:

        Section  1.72.  Revolver  Dollar  Cap.  The term  "REVOLVER  DOLLAR CAP"
means Seven Million Dollars ($7,000,000.00).

  c.    Article 1. Article 1 of the LOAN AGREEMENT is hereby amended by
inserting at the end thereof the following new section:

        Section   1.81.   Cash   Collateral.   The  term   "CASH COLLATERAL"
means the amount of cash of EA  Financial,  Inc., which  is  held  in  accounts
maintained  at the  LENDER  which accounts  have been  pledged to the LENDER as
security  for the OBLIGATIONS  and  in  which  the  LENDER  has a  first
priority perfected security interest.

  d.    Section 3.2.2. Section 3.2.2 of the LOAN AGREEMENT is hereby amended by
deleting the first sentence thereof in its entirety and substituting in lieu
thereof the following:

        All sums due under the  REVOLVING  LOAN shall be paid in full on or
before  September  30,  2002;  provided,  however,  that the REVOLVING LOAN may
be renewed on an annual  basis-by the written agreement of the LENDER and the
BORROWER.


<PAGE>



  e.    Section 3.4. Section 3.4 of the LOAN AGREEMENT is hereby amended by
deleting its present language in its entirety and substituting in lieu thereof
the following:

        Section 3.4.  Equipment Ling. The LENDER agrees:  (a) to extend to the
BORROWER,  under the EQUIPMENT  LINE, term loans from time to time in order
to  finance  the  acquisition  of items of  EQUIPMENT,  provided,  that the
principal  amount of any such term loan  shall not  exceed  eighty  percent
(80%)  of the  lesser  of (i) the  fair  market  value  for  the  EQUIPMENT
purchased  with such loan advance or (ii) the actual net invoice price paid
by the BORROWER (less the value of all rebates,  trade-ins and all shipping
and installation costs) for the EQUIPMENT purchased with such loan advance;
(b) to extend to the BORROWER,  under the EQUIPMENT  LINE,  term loans from
time to  time in  order  to  finance  acquisitions,  investments  in  joint
ventures and  licensing  agreement,  provided that the LENDER shall have no
obligation  to make any such  term  loan and any such  term  loan  shall be
subject to the  LENDER'S  review and  approval  of the  acquisition,  joint
venture or licensing  agreement for which such term loan is being advanced;
and (c) to  acquire,  or cause  LEASECORP  to acquire,  items of  EQUIPMENT
selected. by the BORROWER and lease or cause LEASECORP to lease, such items
of equipment to the BORROWER;  provided, however, that the aggregate of the
principal  amount of all term loans  advanced under the EQUIPMENT LOAN plus
the LEASED  EQUIPMENT  COSTS shall never  exceed the  cumulative  principal
amount of One Million Five Hundred  Thousand Dollars  ($1,500,000.00).  The
minimum  amount of any term loan advanced under the EQUIPMENT LINE shall be
Ten  Thousand  Dollars  ($10,000.00)  and the minimum  amount of the LEASED
EQUIPMENT  COST of any  single  lease  transaction  shall  be Ten  Thousand
Dollars ($10, 000. 00)

  f.    Section 3.4.1. Section 3.4.1 of the LOAN AGREEMENT is hereby amended by
deleting its present language in its entirety and substituting in lieu thereof
the following:

        Section  3.4.1.  Term . The EQUIPMENT  LINE shall  terminate,  and the
LENDER'S  obligation to make term loans and acquire  equipment to be leased
to the BORROWER shall terminate, on September 30, 2002, unless such date is
extended by a written agreement executed by the LENDER.

<PAGE>



 g.     Section 3.4.2.b. Section 3.4.2.b of the LOAN AGREEMENT is hereby
amended by deleting its present language in its entirety and substituting in
lieu thereof the following:

        b. Requisition Procedure. Not less than two (2)
  BUSINESS  DAYS  prior to the date upon which an advance is to be
  made  under  the  EQUIPMENT  LINE  (other  than an  advance  for
  purposes  of  acquisitions,  investments  in joint  ventures  or
  licensing agreements),  the BORROWER shall execute and deliver a
  fully  completed  Requisition  in the form  attached  hereto  as
  Exhibit B, containing the specifics required therein relating to
  the  requested  advance.  Prior to making any advance  under the
  EQUIPMENT LINE for acquisitions investments in joint ventures or
  license  agreements,  the LENDER shall receive from the BORROWER
  such  information  as the LENDER may request in connection  with
  such  acquisition,  investment  in joint  venture  or  licensing
  agreement.  On the  date the  LENDER  is to make an  advance  of
  proceeds under the EQUIPMENT LINE to the BORROWER,  the BORROWER
  shall execute and deliver to the LENDER an EQUIPMENT NOTE in the
  principal amount equal to the sum of the term loan advanced. The
  principal  .amount  of each term  loan  advance  made  under the
  EQUIPMENT LINE for the  acquisition of EQUIPMENT shall be repaid
  in even monthly principal installments over a term between three
  (3) and five (5)  years to be  determined  by the  BORROWER  and
  LENDER  based on the useful life of the  EQUIPMENT  purchased by
  such  loan  advance.  The  principal  amount  of each  term loan
  advanced under the EQUIPMENT LINE for acquisitions,  investments
  in  joint  ventures  and  license  agreements  shall  be  repaid
  pursuant to terms  agreed to by and between the BORROWER and the
  LENDER  when  such  advance  is  made.   The  LENDER  is  hereby
  authorized  by the  BORROWER  to  make  any  advances  hereunder
  directly to the persons or entities  supplying  EQUIPMENT to the
  BORROWER that is the subject of any requested advance.

  h.    Section   3.4.2-c.(i).   Section  3.4.2.c.(i)  of  the  LOAN
AGREEMENT is hereby amended by deleting the second and third  sentences  thereof
in their entirety and substituting in lieu thereof the following:

  ...  Notwithstanding the foregoing to the contrary,  the
  BORROWER  shall have the right to elect to have interest
  accrue on the entire principal  balance of any term loan
  made under the EQUIPMENT  LINE at a fixed annual rate of
  interest  equal  to the  COST OF  FUNDS  RATE,  plus the
  APPLICABLE  MARGIN, all as determined on the date of the
  advance.  The  BORROWER  must  elect in  writing to have
  interest accrue based on the COST OF FUNDS RATE not less
  than two (2) BUSINESS  DAYS prior to the date upon which
  such term loan advance is made under the EQUIPMENT LINE.

  i.    Article 4. Article 4 of the LOAN AGREEMENT is hereby amended by
inserting at the end thereof the following new section:

        Section 4.10.  Life Insurance.  The BORROWER shall maintain the existing
life insurance  policies on the life of Dr. Loren Jensen issued by Phoenix Home
Life MutualInsurance Co.  (Policy Nos.  05709546 and 05709547)and shall continue
to pay the premiums  thereon.  Such life  insurance  policies shall be assigned
to the LENDER as security for the OBLIGATIONS pursuant to the terms and
provisions of assignments in a form  acceptable to the LENDER and Pacific Home
Life Mutual Insurance Co.

  j.    Section 6.22. Section 6.2.2 of the LOAN AGREEMENT is hereby amended by
deleting its present language in its entirety and substituting in lieu thereof
the following:

        Section 6.22.  Tangible Net Worth.  The BORROWER and its SUBSIDIARIES
shall have a TANGIBLE  NET WORTH of not less than:
         (a)   Twelve    Million    Five   Hundred    Thousand    Dollars
         ($12,500,000.00)  as of November 30, 1998;  (b) Ten Million Five
         Hundred  Thousand  Dollars  ($10,500,000.00)  as of February 28,
         1999; (c) Eleven Million Dollars  ($11,000,000.00) as of May 31,
         1999;  (d)Eleven  Million Two  Hundred  Fifty  Thousand  Dollars
         ($11,250,000.00)  as of August 31, 1999;  (e) Eleven million Two
         Hundred Fifty Thousand Dollars  ($11,250,000.00)  as of November
         30, 1999; (f) Eleven Million Two Hundred Fifty Thousand  Dollars
         ($11,250,000.00)  " as of February 29, 2000;  (g) Eleven Million
         Three Hundred Seventy-Five Thousand Dollars  ($11,375,000.00) as
         of May 31,  2000;  (h) Eleven  Million  Three  Hundred  Thousand
         Dollars  ($11,300,000.00)  as of August  31,  2000;  (i)  Eleven
         million Four Hundred  Thousand  Dollars  ($11,400,000.00)  as of
         November 30,  2000;  (j) Eleven  Million  Five Hundred  Thousand
         Dollars   ($11,500,000.00)   as  of  February  28,   2001;   (k)
         ElevenMillion Six Hundred Thousand Dollars  ($11,600,000.00)  as
         of May 31,  2001;  (1) Eleven  Million  Seven  Hundred  Thousand
         Dollars  ($11,700,000.00)  as  of  August  31,  2001;  (m)Eleven
         Million Eight Hundred  Thousand Dollars  ($11,800,000.00)  as of
         November 30,  2001;  (n) Eleven  Million  Nine Hundred  Thousand
         Dollars ($11,900,000.00) as of February 29, 2002; and (o) Twelve
         Million  Dollars  as of May 31,  2002  and as of the end of each
         fiscal quarter thereafter.

        Section 3.  Amendment  To Revolver  Note.  The  REVOLVER  NOTE is hereby
amended and restated in its entirety in accordance with the terms and provisions
of the Amended And Restated Revolving Loan Promissory Note of even date herewith
from the BORROWER to the order of the LENDER in the stated  principal  amount of
Seven Million Dollars ($7,000,000.00).

        Section 4. Other Terms.  Except as  specifically  modified  herein,  all
other  terms  and  provisions  of the LOAN  AGREEMENT  and all  other  documents
evidencing,  securing or otherwise  documenting  the terms and provisions of the
LOANS  (collectively,  the "LOAN  DOCUMENTS") shall remain unchanged and in full
force and effect and are hereby ratified and confirmed.

        Section  5.   Guarantors.   Each  of  the  GUARANTORS   consent  to  the
modifications  contained  herein and  hereby  ratify  and  confirm  all of their
respective duties and obligations under the GUARANTIES,  which GUARANTIES remain
in full force and effect.

        Section 6. Cash Collateral.  In consideration for the LENDER'S agreement
to extend  the  maturity  date of the LOANS and its other  agreements  contained
herein, EA Financial,  Inc. hereby agrees to deposit with the LENDER sums in the
aggregate  amount of One Million one Hundred  Thousand  Dollars  ($1,100,000.00)
which  shall be held in an account  maintained  at the LENDER  ("ACCOUNT")  . EA
Financial,  Inc.  hereby agrees to assign and pledge to the LENDER as collateral
for the LOANS, all of EA Financial,  Inc.'s right,  title and interest in and to
the ACCOUNT and all sums held therein,  pursuant to the terms and  provisions of
documents acceptable to the LENDER.

        Section 7. Acknowledgment Of Obligations. The OBLIGORS acknowledge that:
(a) the LOAN DOCUMENTS are the valid and binding obligations of the OBLIGORS, as
indicated,  and are fully enforceable in accordance with their stated terms; and
(b) the  obligations of the OBLIGORS under the LOAN DOCUMENTS are not subject to
any set-off, defense or counterclaim.

        Section 8.  Representations  And  Warranties.  As an  inducement  to the
LENDER  to enter  into  this  MODIFICATION,  the  OBLIGORS  make  the  following
representations  and  warranties  to the LENDER  and  acknowledge  the  LENDER'S
justifiable reliance thereon:

        a. Accuracy Of Information - All information,  documents,  reports,
statements,  financial statements, and data submitted by or on behalf of the
OBLIGORS in connection with the LOANS are true,


<PAGE>



accurate,   and  complete  and  contain  no  false,   incomplete  or  misleading
statements. All information in the possession of any OBLIGOR which might bear on
the LENDER'S  decision to enter into this MODIFICATION has been submitted to the
LENDER.

          b. No  Litigation.  Except as  previously  disclosed in writing to the
LENDER,  there is as of the date hereof,  no action,  suit,  or  proceeding
pending of which the BORROWER is required to notify the LENDER  pursuant to
Section 6.6 of the LOAN AGREEMENT.

        c.  No Events Of Default. There are no EVENTS OF DEFAULT under the LOAN
AGREEMENT.

        Section 9.  Expenses.  Upon the request of the LENDER,  the BORROWER
shall pay the expenses  incurred by the LENDER in connection with the
preparation and negotiation of this MODIFICATION.

        Section 10. Binding Effect.  This MODIFICATION  shall inure to the
benefit of the parties hereto,  and shall be binding upon their successors,
personal representatives and assigns.

         Section 11. ChoiceOf Law. The laws of the State of Maryland (excluding,
however,  conflict of law  principles)  shall govern and be applied to determine
all issues relating to this  MODIFICATION  and the rights and obligations of the
parties  hereto,  including  the  validity,  construction,  interpretation,  and
enforceability  of  this  MODIFICATION  and  its  various   provisions  and  the
consequences  and legal effect of all  transactions and events which resulted in
the  execution  of this  MODIFICATION  or which  occurred  or were to occur as a
direct or indirect result of this MODIFICATION having been executed.

         Section 12. Tense, Gender, Defined Terms, Captions. As used herein, the
plural shall refer to and include the singular, and the singular, the plural and
the use of any gender shall include and refer to any other  gender.  All defined
terms are completely capitalized throughout this MODIFICATION.  All captions are
for the purpose of convenience only.

         Section  13.  Waiver Of Jury Trial.  The  parties  agree that any suit,
action, or proceeding, whether claim or counterclaim,  brought or instituted by,
or  against  any of them,  or any of their  successors  or  assigns,  on or with
respect  to  this  MODIFICATION  or  which  in  any  way  relates,  directly  or
indirectly,  to the  obligations of any of the OBLIGORS to the LENDER under this
MODIFICATION or the LOAN DOCUMENTS,  or the dealings of the parties with respect
thereto,  shall not be tried by a jury. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO
A  TRIAL  BY  JURY IN ANY  SUCH  ACTION  OR  PROCEEDINGS.  Each of the  OBLIGORS
acknowledges and agrees that this provision is a specific and material aspect of
the agreement  between the parties and that the LENDER would not enter into this
MODIFICATION if this provision were not contained herein.


<PAGE>
        SECTION 14. RELEASE. EACH OF THE OBLIGORS RELEASES, ACQUITS AND FOREVER
DISCHARGES  THE LENDER AND THE.  LENDER'S  SUBSIDIARIES,  AFFILIATES,  OFFICERS,
DIRECTORS,  AGENTS, EMPLOYEES,  SERVANTS, ATTORNEYS AND REPRESENTATIVES FROM ANY
AND ALL CLAIMS,  DEMANDS,  DEBTS, ACTIONS,  CAUSES OF ACTION, SUITS,  CONTRACTS,
AGREEMENTS,  OBLIGATIONS, ACCOUNTS, DEFENSES, OFFSETS AGAINST THE LIABILITIES OF
ANY KIND OR CHARACTER WHATSOEVER,  KNOWN OR UNKNOWN,  WHICH ANY OBLIGOR EVER HAD
OR HAS THROUGH THE DATE OF THIS MODIFICATION.

         Section 15.  Counterparts.  This  MODIFICATION may be executed in
counterparts each of which shall be binding upon the signatory but all of which
shall constitute one and the same agreement.

         IN WITNESS WHEREOF,  the parties hereto have executed this MODIFICATION
under seal as of the date first above written.

WITNESS/ATTEST:                                BORROWER:

                                               EA ENGINEERING, SCIENCE,
                                                  AND TECHNOLOGY, INC.,
                                               A Delaware Corporation

/s/ Patricia O'Donnell                         By:  /s/ Barbara L. Posner
                                               Name:   Barbara L. Posner
                                               Title: Chief Operating Officer

                                                        Chief Financial Officer
                                                        Executive Vice President

                                               GUARANTORS:

                                               EA FINANCIAL, INC.,
                                               A Delaware Corporation

/s/ Patricia O'Donnell                         By:  /s/ Barbara L. Posner
                                               Name:   Barbara L. Posner
                                               Title: Treasurer

                                                EA GLOBAL, INC.,
                                                A Delaware Corporation

/s/ Patricia O'Donnell                         By:  /s/ Barbara L. Posner
                                               Name:   Barbara L. Posner
                                               Title: Treasurer


<PAGE>




WITNESS/ATTEST:                                GUARANTORS (cont.):


                                               EA INTERNATIONAL, INC.,
                                               A Maryland Corporation

/s/ Patricia O'Donnell                         By:  /s/ Barbara L. Posner
                                               Name:   Barbara L. Posner
                                               Title: Treasurer

                                                LENDER:
                                                ALLFIRST BANK

/s/ Charles J. Fleury                          By:  /s/ John P. Wasowicz
                                               John C. Wasowicz,
                                               Vice President




<PAGE>




Baltimore, Maryland                                               $7,000,000.00
November 1, 2000

                              AMENDED AND RESTATED
                         REVOLVING LOAN PROMISSORY NOTE

        FOR  VALUE  RECEIVED,  the  undersigned  EA  ENGINEERING,  SCIENCE,  AND
TECHNOLOGY,  INC., a Delaware corporation  ("BORROWER"),  promises to pay to the
order of  ALLFIRST  BANK  ("BANK") , at the BANK'S offices at 25 South  Charles
Street,  Baltimore,  Maryland 21201 or at such other place as the holder of this
Promissory  Note may from time to time  designate,  the  principal  sum of Seven
Million Dollars ($7,000,000.00), or such other amount as may, from time to time,
be  advanced  and  outstanding  hereunder,  together  with  interest at the rate
hereafter specified. The following terms shall apply to this Promissory Note:

        Exhibit  A  attached  hereto  contains  provisions   essential  to  this
Promissory  Note and such Exhibit A, and all terms,  conditions  and  provisions
thereof, are incorporated herein and made a part hereof as if fully set forth.

        1. Definitions. The following terms have the following definitions:

         a. "ACCOUNT" means the commercial checking account maintained by
         the BORROWER with the BANK and designated as Account No. 19120379,
         together with any replacement account therefor.

         b. "BUSINESS DAY" means any day other than Saturday, Sunday or
         other day on which commercial banks in the State of Maryland are
         authorized to close.

         c. "INITIAL EXCESS BALANCE" means,  for any BUSINESS DAY, the amount by
         which the collected  balance in the ACCOUNT at the end of such BUSINESS
         DAY  after  posting  all  credits  to the  ACCOUNT  (subject  to  funds
         availability),  but prior to posting any debits to the ACCOUNT, exceeds
         the TARGET BALANCE.

         d. "LINE AVAILABILITY"  means, for any BUSINESS DAY, an amount equal to
         the   difference   obtained  by  subtracting   the  principal   balance
         outstanding under the LOAN from the MAXIMUM LINE AMOUNT.

         e. "LOAN" means the revolving line of credit being provided by the BANK
         to the BORROWER pursuant to the LOAN AGREEMENT.

         f. "LOAN AGREEMENT" means the Loan And Security  Agreement dated August
         22, 1997 by and between the BORROWER and the BANK, as amended from time
         to time.


<PAGE>



         g. "MAXIMUM LINE AMOUNT"  means the amount  indicated on Exhibit A
         as the  MAXIMUM  LINE  AMOUNT,  which  amount  is  the  maximum
         principal  balance of the LOAN which may be  outstanding at any
         one time.

         h. "PRESENTED  ITEMS" means, for any BUSINESS DAY, the aggregate amount
         of debits which have been  presented for payment against the ACCOUNT.

         i. "TARGET BALANCE" means the amount indicated on Exhibit A as the
         TARGET BALANCE,  which amount is the minimum  collected balance
         that must be maintained in the ACCOUNT.

        2. Maturity; Acceleration. This Promissory Note evidences the BORROWER'S
obligations  to repay to the BANK all sums  advanced by the BANK to the BORROWER
under the LOAN. All sums outstanding  under this Promissory Note,  including all
principal,  accrued  interest and fees, shall be repaid in full on September 30,
2002; which date is the final and absolute maturity date of this Promissory Note
and the date on which the LOAN terminates.  Upon any default under the terms and
provisions of the LOAN AGREEMENT which is not cured within any applicable  grace
or cure period, the holder of this Promissory Note may accelerate and demand the
immediate repayment of all sums outstanding under this Promissory Note.

        3. Advances. This Promissory Note shall be used to evidence all advances
and payments of principal made hereunder and all interest due hereunder until it
is surrendered to the BORROWER,  and it shall continue to be so used even though
there may be periods  prior to such  surrender  when no amount of  principal  or
interest is owing  hereunder.  All advances  under the LOAN shall be made in the
form of a transfer of funds into the ACCOUNT in accordance  with the  procedures
set forth in this Section.  The BORROWER hereby irrevocably  authorizes the BANK
to make advances in accordance with the procedures set forth herein.  At the end
of each BUSINESS DAY, the BANK shall  calculate the INITIAL  EXCESS  BALANCE and
the aggregate  amount of the PRESENTED  ITEMS.  In the event the INITIAL  EXCESS
BALANCE is less than the aggregate amount of the PRESENTED ITEMS, the BANK shall
make an advance by transferring funds into the ACCOUNT in an amount equal to the
amount,  which when added to the INITIAL EXCESS  BALANCE,  would be equal to the
aggregate amount of the' PRESENTED ITEMS; provided,  however, that the principal
amount of any such  advance  shall not exceed the LINE  AVAILABILITY.  If at any
time the  amount of the  INITIAL  EXCESS  BALANCE is less than the amount of the
PRESENTED ITEMS by an amount greater than the LINE AVAILABILITY, the BANK shall:
(i) make an advance by transferring funds into the ACCOUNT in an amount equal to
the  LINE  AVAILABILITY;  and (ii)  determine,  in its  sole  discretion,  which
PRESENTED ITEMS will be paid, and which PRESENTED ITEMS will not be paid. In the
event the INITIAL  EXCESS  BALANCE is greater  than the amount of the  PRESENTED
ITEMS, the BANK shall post and pay all of the PRESENTED ITEMS. If, following the
BANK'S posting and paying

                                        2


<PAGE>
of all of the PRESENTED ITEMS, there remains a balance in the ACCOUNT, in excess
of the TARGET BALANCE,  the BANK is hereby  irrevocably  authorized to debit the
ACCOUNT in an amount up to the  portion  of the  balance  in the  ACCOUNT  which
exceeds the TARGET BALANCE,  and apply such sums to the  outstanding  balance of
the LOAN.  The BANK  agrees  to make such  debit of the  ACCOUNT  to repay  sums
outstanding under the LOAN as of the end of each BUSINESS DAY. The BANK reserves
the right to terminate the advance  procedures set forth in this Promissory Note
by notifying the BORROWER  thereof in writing,  in which event,  this Promissory
Note  shall  continue  to  evidence  the  BORROWER'S   repayment  obligation  in
connection  with the LOAN but the LOAN  AGREEMENT  shall set forth the manner in
which advances are to be made under the LOAN.

        4. Interest Rate.  Interest shall accrue on the unpaid principal balance
of this Promissory Note until paid in full at the fluctuating annual rate of
interest set forth in the LOAN AGREEMENT.

        5.  Calculation  Of Interest.  Interest  shall be  calculated on the
basis of a three hundred sixty (360) days per year factor applied to the actual
days on which there exists an unpaid balance hereunder.

        6. Repayment. Accrued and unpaid interest, plus any then due applicable
late payment  charges or default  interest shall be paid in consecutive monthly
payments  beginning on December 1, 2000 and  continuing on the first calendar
day of each succeeding  month until all sums outstanding hereunder are paid
in full.

        7. Late Payment Charge. If any payment due hereunder including any final
installment,  is not received by the holder  within  fifteen (15)  calendar days
after its due date,  the BORROWER  shall pay a late payment charge equal to five
percent  (5%) of the  amount  then due.  The late  payment  charge  shall be due
whether  or  not  the  holder  declares  this  Promissory  Note  in  default  or
accelerates  and  demands  immediate  payment  of the  sums due  hereunder.  The
existence of the right by the holder to receive a late payment  charge shall not
constitute a grace period or provide any right in the BORROWER to make a payment
other than on its due date.

        8. Application Of Payments. All payments made hereunder shall be applied
first to late payment charges or other sums owed to the holder,  next to accrued
interest,  and then to  principal,  or in such other order or  proportion as the
holder, in the holder's sole discretion, may elect from time to time.

        9. Prepayment.  The BORROWER may prepay this Promissory Note in whole or
in part at any time or from time to time without premium or additional interest.
All prepayments  under this Promissory Note shall be applied to the outstanding,
principal balance in the inverse order of scheduled maturities.

                                        3


<PAGE>
        10.  Rights Upon Default.  Upon the  occurrence of an "EVENT OF DEFAULT"
(as that term is defined in the LOAN AGREEMENT), in addition to all other rights
or  remedies  available  to the holder  under the LOAN  AGREEMENT  and all other
documents  evidencing,  securing or otherwise  documenting the loan evidenced by
this  Promissory  Note  (collectively   with  the  LOAN  AGREEMENT,   the  "LOAN
DOCUMENTS") or under  applicable  law, the holder of this  Promissory Note shall
have the following rights:

                a.  Acceleration.  The holder of this  Promissory  Note,  in the
holder's sole  discretion and without  notice or demand,  may declare the entire
unpaid principal  balance plus accrued interest and all other sums due hereunder
immediately due and payable. Reference is made to the LOAN DOCUMENTS for further
and  additional  rights on the part of the holder to declare  the entire  unpaid
principal  balance  plus  accrued  interest  and all  other  sums due  hereunder
immediately due and payable.

                b. Default Interest Rate. The holder of this Promissory Note, in
the holder's sole discretion and without notice or demand, may raise the rate of
interest  accruing on the unpaid principal  balance by two (2) percentage points
above the rate of  interest  otherwise  applicable,  independent  of whether the
holder elects to  accelerate  the unpaid  principal  balance as a result of such
default,  unless prior to the  imposition  of the default rate of interest,  the
BORROWER  cures such event to the  satisfaction  of the  holder  hereof.  If the
default rate of interest is imposed by the holder, the default rate shall remain
in effect until the event  authorizing the imposition  thereof has been cured to
the holder's satisfaction. Any individual waiver of the holder's right to impose
the default  rate of interest  or to retain the default  rate of interest  after
imposition  thereof  shall not be  considered  a waiver of this  section  or any
future  right of the holder to impose the default  rate of interest  pursuant to
this Section.

                c. Confession Of judgment.  The BORROWER authorizes any attorney
admitted to practice  before any court of record in the United  States to appear
on behalf of the  BORROWER in any court in one' or more  proceedings,  or before
any clerk  thereof  or  prothonotary  or other  court  official,  and to confess
judgment  against the BORROWER in favor of the holder of this Promissory Note in
the full  amount  due on this  Promissory  Note  (including  principal,  accrued
interest and any and all charges,  fees and costs) plus attorneys' fees equal to
fifteen  percent  (15%) of the amount due,  plus court costs,  all without prior
notice or opportunity of the BORROWER for prior hearing. The BORROWER agrees and
consents that venue and jurisdiction shall be proper in the Circuit Court of any
County of the State of Maryland or of Baltimore City, Maryland, or in the United
States  District  Court for the  District of Maryland.  The BORROWER  waives the
benefit  of any and  every  statute,  ordinance,  or rule of court  which may be
lawfully  waived  conferring  upon  the  BORROWER  any  right  or  privilege  of
exemption, homestead rights, stay of execution, or supplementary

                                        4


<PAGE>
proceedings,  or other relief from the enforcement or immediate enforcement of a
judgment or related proceedings on a judgment;  provided,  however, the BORROWER
does not waive the right to raise a defense based on an actual controversy as to
the merits of the confession of judgment action under Rule 2-611, Maryland Rules
Annotated  Code of  Maryland.  The  authority  and power to appear for and enter
judgment  against the BORROWER  shall not be exhausted by one or more  exercises
thereof, or by any imperfect exercise thereof,  and shall not be extinguished by
any judgment entered pursuant thereto; such authority and power may be exercised
on  one  or  more  occasions  from  time  to  time,  in the  same  or  different
jurisdictions,  as often as the holder  shall  deem  necessary,  convenient,  or
proper.  Notwithstanding  the holder's  right to obtain a judgment by confession
which includes  attorney's  fees of fifteen percent of the amount due hereunder,
the holder  shall only  collect  attorney  fees in an amount equal to the actual
attorney fees incurred in connection  with the  enforcement  of this  Promissory
Note and the LOAN DOCUMENTS.

        11.  Interest Rate After  Judgment.  If judgment is entered  against the
BORROWER on this Promissory  Note, the amount of the judgment entered (which may
include principal,  interest, fees, and costs) shall bear interest at the higher
of the maximum  interest rate imposed upon  judgments by  applicable  law or the
above described default interest rate, to be determined on the date of the entry
of the judgment.

        12. Expenses Of Collection And Attorneys'  Fees.  Should this Promissory
Note be referred to an attorney for collection, whether or not judgment has been
confessed  or suit has been filed,  the  BORROWER  shall pay all of the holder's
reasonable  costs,  fees and expenses,  including  reasonable  attorneys'  fees,
resulting from such referral.

        13.  Waiver Of  Defenses.  In the event any one or more  holders of this
Promissory  Note transfer this  Promissory  Note for value,  the BORROWER agrees
that all  subsequent  holders  of this  Promissory  Note who take for  value and
without actual  knowledge of a claim or defense of the BORROWER  against a prior
holder  shall not be subject to any claims or defenses  which the  BORROWER  may
have  against  a prior  holder,  all of which are  waived  as to the  subsequent
holder,  and that all such subsequent  holders shall have all rights of a holder
in due course with respect to the BORROWER even though the subsequent holder may
not qualify,  under  applicable  law,  absent this  section,  as a holder in due
course.  The BORROWER  shall retain all rights and claims which the BORROWER may
have against prior holders despite any such transfers and the waiver of defenses
provided in this section as to subsequent holders.

        14.  Waiver  of  Protest.  The  BORROWER,  and  all  parties  to  this
Promissory Note,  whether maker,  indorser,  or guarantor,  waive presentment,
notice of dishonor and protest.

                                        5


<PAGE>
        15.  Extensions  Of  Maturity.  All  parties to this  Promissory  Note,
whether  maker,  indorser,  or  guarantor,  agree  that  the  maturity  of  this
Promissory  Note, or any payment due  hereunder,  may be extended at any time or
from time to time without releasing,  discharging, or affecting the liability of
such party.

        16.  Manner  And Method of  Payment.  All  payments  called for in this
Promissory  Note shall be made in lawful money of the United  States of America.
If made by check,  draft,  or other payment  instrument,  such check,  draft, or
other payment  instrument  shall represent  immediately  available funds. In the
holder's  discretion,  any  payment  made by a check,  draft,  or other  payment
instrument  shall not be  considered  to have been made  until  such time as the
funds represented thereby have been collected by the holder.  Should any payment
date fall on a non-banking  day, the BORROWER shall make the payment on the next
succeeding banking day.

        17.  Notices.  Any  notice or demand  required  or  permitted  by or in
connection with this  Promissory Note shall be given in the manner  specified in
the  LOAN  AGREEMENT  for the  giving  of  notices  under  the  LOAN  AGREEMENT.
Notwithstanding  anything to the  contrary,  all notices and demands for payment
from the holder actually received in writing by the BORROWER shall be considered
to be  effective  upon the receipt  thereof by the  BORROWER  regardless  of the
procedure or method utilized to accomplish delivery thereof to the BORROWER.

        18. Assignability. This Promissory Note may be assigned by the BANK or
any holder at any time or from time to time.

        19.  Joint and  Several If more than one person or entity is  executing
this  Promissory Note  as a BORROWER, all liabilities under this Promissory Note
shall be joint and several with respect to each of such persons or entities.

        20. Binding Nature.  This Promissory Note shall inure to the benefit of
and be  enforceable  by the BANK and the BANK'S  successors  and assigns and any
other  person  to whom the BANK or any  holder  may  grant  an  interest  in the
BORROWER'S obligations  hereunder,  and shall be binding and enforceable against
the  BORROWER  and  the  BORROWER'S  personal  representatives,  successors  and
assigns.

        21.  Invalidity  Of Any Part. If any provision or part of any provision
of this  Promissory  Note  shall for any  reason  be held  invalid,  illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall  not  affect  any  other  provisions  of this  Promissory  Note  and  this
Promissory Note shall be construed as if such invalid,  illegal or unenforceable
provision  or part  thereof  had never been  contained  herein,  but only to the
extent of its invalidity, illegality, or unenforceability.

        22.  Choice  Of Law.  The laws of the  State of  Maryland  (excluding,
however, conflict of law principles) shall govern and

                                        6


<PAGE>
be applied to  determine  all issues  relating to this  Promissory  Note and the
rights  and  obligations  of  the  parties   hereto,   including  the  validity,
construction, interpretation, and enforceability of this Promissory Note and its
various provisions and the consequences and legal effect of all transactions and
events which resulted in the issuance of this  Promissory Note or which occurred
or were to occur as a direct or indirect  result of this  Promissory Note having
been executed.

        23.  Consent  To  Jurisdiction;  Agreement  As To Venue.  The  BORROWER
irrevocably  consents  to the  non-exclusive  jurisdiction  of the courts of the
State of Maryland and of the United  States  District  Court for the District of
Maryland,  if a basis for federal  jurisdiction exists. The BORROWER agrees that
venue shall be proper in any circuit court of the State of Maryland  selected by
the BANK or in the United States  District Court for the District of Maryland if
a basis for  federal  jurisdiction  exists and waives any right to object to the
maintenance  of a suit in any of the  state or  federal  courts  of the State of
Maryland on the basis of improper venue or of inconvenience of forum.

        24. Unconditional  Obligations.  The BORROWER'S  obligations under this
Promissory Note shall be the absolute and  unconditional  duty and obligation of
the BORROWER and shall be  independent  of any rights of set-off,  recoupment or
counterclaim  which the BORROWER might otherwise have against the holder of this
Promissory  Note,  and  the  BORROWER  shall  pay  absolutely  the  payments  of
principal,   interest,  fees  and  expenses  required  hereunder,  free  of  any
deductions and without abatement, diminution or set-off.

        25. Seal And Effective  Date.  This  Promissory  Note is an instrument
executed under seal and is to be considered effective and enforceable as of
the date set forth on the first  page  hereof,  independent  of the date of
actual execution and delivery.

        26. Tense; Gender;  Defined Terms;  Section Headings.  As used herein,
the singular  includes the plural and the plural  includes the singular.  A
reference to any gender also applies to any other gender. Defined terms are
entirely capitalized  throughout.  The section headings are for convenience
only and are not part of this Promissory Note.

        27. Actions  Against Bank.  Any action brought by the BORROWER  against
the BANK which is based, directly or indirectly,  on this Promissory Note or any
matter in or related to this Promissory  Note,  including but not limited to the
making of the loan evidenced hereby or the administration or collection thereof,
shall be brought only in courts  located in the State of Maryland.  The BORROWER
may not  file a  counterclaim  against  the BANK in a suit  brought  by the BANK
against the  BORROWER in a state other than the State of Maryland  unless  under
the rules of  procedure  of the court in which the BANK  brought  the action the
counterclaim  is mandatory,  and not merely  permissive,  and will be considered
waived unless

                                        7


<PAGE>



 filed as a  counterclaim  in the action  instituted  by the BANK.  The BORROWER
 agrees that any forum other than the State of Maryland is an inconvenient forum
 and that a suit  brought  by the  BORROWER  against  the BANK in a court of any
 state  other  than the State of  Maryland  should  be  forthwith  dismissed  or
 transferred to a court located in the State of Maryland by that Court.

        28. Amendment And Restatement. This Promissory Note is an amendment and
restatement of the BORROWER'S  obligations  under the Revolving Loan  Promissory
Note dated  August 22,  1997 from the  BORROWER  to the order of the BANK in the
stated   principal  amount  of  Eight  Million  Five  Hundred  Thousand  Dollars
($8,500,000.00)  ("ORIGINAL  NOTE") . This  Promissory Note is not a novation of
the BORROWER'S  obligations under the ORIGINAL NOTE but merely a decrease in the
maximum principal amount of such obligations and an amendment and restatement of
such obligations.

        29. Waiver Of Jury Trial. The BORROWER (by execution of this Promissory
Note) and the BANK (by acceptance of this Promissory  Note) agree that any suit,
action, or proceeding,  whether claim or counterclaim,  brought or instituted by
or against the BORROWER or the BANK,  or any successor or assign of the BORROWER
or the BANK, on or with respect to this Promissory Note or any of the other LOAN
DOCUMENTS,  or  which  in  any  way  relates,  directly  or  indirectly,  to the
obligations of the BORROWER to the BANK under this Promissory Note or any of the
other LOAN DOCUMENTS, or the dealings of the parties with respect thereto, shall
be tried only by a court and not by a jury.  THE  BORROWER  AND THE BANK  HEREBY
EXPRESSLY  WAIVE  ANY  RIGHT  TO A TRIAL BY JURY IN ANY SUCH  SUIT,  ACTION,  OR
PROCEEDING.  The BORROWER and the BANK acknowledge and agree that this provision
is a specific and material aspect of the agreement  between the parties and that
the BANK  would  not  enter  into the  transaction  with  the  BORROWER  if this
provision were not part of their agreement.

        IN WITNESS  WHEREOF,  the BORROWER has executed  this  Promissory  Note
specifically  intending this Promissory  Note to constitute an instrument  under
seal.

WITNESS/ATTEST:                                BORROWER:

                                               EA ENGINEERING, SCIENCE,
                                               TECHNOLOGY, INC.,
                                               A Delaware Corporation

/s/ Patricia O'Donnell                         By:  /s/ Barbara L. Posner
                                               Name:  Barbara L. Posner
                                               Title: Chief Operating Officer
                                                      Chief Financial Officer
                                                      Executive Vice President


<PAGE>



                           EXHIBIT A - PROMISSORY NOTE

                   Commercial Checking Account Number 19120379

Target Balance                                                    $0.00


Maximum Line Amount                                the "MAXIMUM REVOLVER
                                                   AMOUNT" as defined in
                                                      the LOAN AGREEMENT

WITNESS/ATTEST:                                BORROWER:

                                               EA ENGINEERING, SCIENCE,
                                               TECHNOLOGY, INC.,

                                               A Delaware Corporation

/s/ Patricia O'Donnell                         By:  /s/ Barbara L. Posner
                                               Name:  Barbara L. Posner
                                               Title: Chief Operating Officer
                                                      Chief Financial Officer
                                                      Executive Vice President


<PAGE>