SCB COMPUTER TECHNOLOGY INC
EX-10.1 THIRD AMENDMENT TO LOAN AND SECURITY AGREE
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g83904exv10w1.txt
<DESCRIPTION>EX-10.1 THIRD AMENDMENT TO LOAN AND SECURITY AGREE
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                                                               EXECUTION VERSION

                                 THIRD AMENDMENT
                         TO LOAN AND SECURITY AGREEMENT

         Third Amendment, dated as of February 6, 2003 (this "Amendment"), to
the Loan and Security Agreement, dated as of July 23, 2001 (as previously
amended, the "Loan Agreement"), by and among (i) the lenders identified on the
signature pages hereof (such lenders, together with their respective successors
and assigns, are hereinafter referred to individually as a "Lender" and
collectively as the "Lenders"), (ii) FOOTHILL CAPITAL CORPORATION, a California
corporation, as the arranger and administrative agent for the Lenders ("Agent"),
and (iii) SCB COMPUTER TECHNOLOGY, INC., a Tennessee corporation ("Parent"), and
each of Parent's Subsidiaries identified on the signature pages hereof (such
Subsidiaries, together with Parent, are hereinafter referred to individually as
a "Borrower", and individually and collectively, jointly and severally, as the
"Borrowers").

         WHEREAS, Douglas J. Lising and Michael Lebofsky (each a "Remtech
Seller" and collectively, the "Remtech Sellers"), Parent and Remtech Services,
Inc., a Virginia corporation ("Remtech"), have entered into a Stock Purchase
Agreement dated as of February 4, 2003 (the "Remtech Purchase Agreement"),
pursuant to which the Remtech Sellers have agreed to sell to Parent, and Parent
has agreed to purchase, all of the issued and outstanding stock of Remtech (the
"Remtech Stock");

         WHEREAS, the Borrowers have requested the Lenders (i) to make an
additional term loan to the Borrowers in the principal amount of $7,700,000 (the
"Term Loan B"), the proceeds of which will be used to pay a portion of the
purchase price of the Remtech Stock pursuant to the Remtech Purchase Agreement,
and (ii) to make loans to Remtech from time to time for working capital and
other lawful and permitted purposes; and

         WHEREAS, the Agent and the Lenders are willing to enter into this
Amendment in order to (i) join Remtech as a Borrower to the Loan Agreement and
join Remtech as a party to certain other Loan Documents, (ii) change references
to the outstanding principal amount of the existing "Term Loan" in the Loan
Agreement to "Term Loan A" (it being understood that such principal shall remain
outstanding and that the interest rate thereon shall not be affected by the
Third Amendment Effective Date), (iii) provide for the Term Loan B, (iv) consent
to the purchase by Parent of the Remtech Stock pursuant to the Remtech Purchase
Agreement and (v) amend certain other terms and conditions of the Loan
Agreement, in each case subject to the terms and conditions set forth in this
Amendment;

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto hereby agree as follows:


<PAGE>

               1. Definitions in Amendment. Any capitalized term used herein
and not defined shall have the meaning assigned to it in the Loan Agreement.

               2. Definitions in the Loan Agreement. Section 1.1 of the Loan
Agreement is hereby amended as follows:

                  (a) The definition of the term "Change of Control" is hereby
amended by deleting subsection (c) thereof and by substituting therefor the
following:

         "(c) any Borrower ceases to directly own and control 100% of the
         outstanding capital Stock of each of its Subsidiaries, except by virtue
         of a merger, consolidation, reorganization, recapitalization or
         reclassification of Stock permitted under Section 7.3."

                  (b) The definition of the term "Commitment" is hereby amended
in its entirety to read as follows:

                  "Commitment" means, with respect to each Lender, its Revolver
         Commitment, its Term Loan A Commitment, its Term Loan B Commitment, or
         its Total Commitment, as the context requires, and, with respect to all
         Lenders, their Revolver Commitments, their Term Loan A Commitments,
         their Term Loan B Commitments, or their Total Commitments, as the
         context requires, in each case as such Dollar amounts are set forth
         beside such Lender's name under the applicable heading on Schedule C-1
         or on the signature page of the Assignment and Acceptance pursuant to
         which such Lender became a Lender hereunder in accordance with the
         provisions of Section 14.1."

                  (c) The definition of "Disbursement Letter" is hereby amended
in its entirety to read as follows:

                  "Disbursement Letter" means an instructional letter executed
         and delivered by the Administrative Borrower to Agent regarding the
         extensions of credit to be made on the Closing Date and the Third
         Amendment Effective Date, the form and substance of which is
         satisfactory to Agent."

                  (d) Paragraph (i) of the definition of the term "Eligible
Accounts" is hereby amended to read in its entirety as follows:

                  "(i) Accounts with respect to an Account Debtor whose total
         obligations owing to Borrowers exceed 10% of all Eligible Accounts, to
         the extent of the obligations owing by such Account Debtor in excess of
         such percentage, provided, however, that for (i) Accounts with respect
         to which the Account Debtor is Federal Express Corporation or IBM
         Corporation, Accounts of such Person shall not be included to the
         extent that the total obligations owing by such Person to a Borrower
         exceed 20% of all Eligible Accounts; (ii) Accounts of a Borrower (other
         than Remtech) with respect to which the Account Debtor is the State of
         Tennessee or the State of Kentucky, Accounts of such Governmental
         Authority shall not be included to the extent that the total
         obligations owing by such Governmental Authority to a Borrower exceed
         15% of all Eligible Accounts; and (iii) Accounts of Remtech with
         respect to which the Account Debtor is a state of the United States or
         the United States or any department, agency, or instrumentality of the


                                       2
<PAGE>

         United States (to the extent payment thereof is backed by the full
         faith and credit of the United States); provided further, that, with
         respect to all Accounts of an Account Debtor referred to in clauses
         (i), (ii) and (iii) of this subparagraph, Agent, in its Permitted
         Discretion, remains satisfied with the credit quality of such Account
         Debtor,"

                  (e) Paragraph (i) of the definition of the term "Eligible
Unbilled Accounts" is hereby amended to read in its entirety as follows:

                  "(i) Unbilled Accounts with respect to an Account Debtor whose
         total obligations owing to Borrowers exceed 10% of all Eligible
         Unbilled Accounts, to the extent of the obligations owing by such
         Account Debtor in excess of such percentage, provided, however, that
         for (i) Unbilled Accounts with respect to which the Account Debtor is
         Federal Express Corporation or IBM Corporation, Unbilled Accounts of
         such Person shall not be included to the extent that the total
         obligations owing by such Person to a Borrower exceed 20% of all
         Eligible Unbilled Accounts; (ii) Unbilled Accounts of a Borrower (other
         than Remtech) with respect to which the Account Debtor is the State of
         Tennessee or the State of Kentucky, Unbilled Accounts of such
         Governmental Authority shall not be included to the extent that the
         total obligations owing by such Governmental Authority to a Borrower
         exceed 15% of all Eligible Unbilled Accounts; and (iii) Unbilled
         Accounts of Remtech with respect to which the Account Debtor is a state
         of the United States or the United States or any department, agency, or
         instrumentality of the United States; provided further, that, with
         respect to all Unbilled Accounts of an Account Debtor referred to in
         clauses (i), (ii) and (iii) of this subparagraph, Agent, in its
         Permitted Discretion, remains satisfied with the credit quality of such
         Account Debtor,"

                  (f) The definition of the term "Loan Documents" is hereby
amended to read in its entirety as follows:

                  "Loan Documents" means this Agreement, the Cash Management
         Agreements, the Control Agreements, the Disbursement Letters, the Due
         Diligence Letters, the Fee Letter, the Guaranty, the Letters of Credit,
         the Letter of Credit Applications, L/C Undertakings, the Remtech
         Post-Closing Agreement, the Contribution Agreement, the Officers'
         Certificates, the Stock Pledge Agreement, the Trademark Security
         Agreement, the Guarantor Security Agreement, the Intercompany
         Subordination Agreement, the Remtech Subordination Agreement, the UCC
         Filing Authorization Letters, the Warrants, the Registration Rights
         Agreement, the Intercreditor Agreement, any note or notes executed by a
         Borrower in connection with this Agreement and payable to a member of
         the Lender Group, and any other agreement entered into, now or in the
         future, by any Borrower and the Lender Group in connection with this
         Agreement."

                  (g) The definition of the term "Material Contract" is hereby
amended to read in its entirety as follows:

                  "Material Contract" means each of (a) the Honeywell Contract,
         (b) the State of Tennessee Contract, (c) the State of Kentucky
         Contract, (d) the Federal Express Contract, and (e) the Remtech
         Purchase Agreement."


                                       3
<PAGE>

                  (h) The definition of the term "Maximum Term Loan Amount" is
hereby deleted its entirety.

                  (i) The definition of the term "Pro Rata Share" is hereby
amended to read in its entirety as follows:

                  "Pro Rata Share" means:

                  (a) with respect to a Lender's obligation to make Advances and
         receive payments of principal, interest, fees, costs, and expenses with
         respect thereto, (i) prior to the Revolver Commitment being reduced to
         zero, the percentage obtained by dividing (y) such Lender's Revolver
         Commitment, by (z) the aggregate Revolver Commitments of all Lenders,
         and (ii) from and after the time that the Revolver Commitment has been
         terminated or reduced to zero, the percentage obtained by dividing (y)
         the aggregate principal amount of such Lender's Advances by (z) the
         aggregate principal amount of all Advances,

                  (b) with respect to a Lender's obligation to participate in
         Letters of Credit, to reimburse the Issuing Lender, and to receive
         payments of fees with respect thereto, the percentage obtained by
         dividing (i) such Lender's Revolver Commitment, by (ii) the aggregate
         Revolver Commitments of all Lenders,

                  (c) with respect to a Lender's obligation to make the Term
         Loan A and receive payments of interest, fees, and principal with
         respect thereto, (i) prior to the making of the Term Loan A, the
         percentage obtained by dividing (y) such Lender's Term Loan A
         Commitment, by (z) the aggregate amount of all Lenders' Term Loan A
         Commitments, and (ii) from and after the making of the Term Loan A, the
         percentage obtained by dividing (y) the principal amount of such
         Lender's portion of the Term Loan A Amount by (z) the Term Loan A
         Amount,

                  (d) with respect to a Lender's obligation to make the Term
         Loan B and receive payments of interest, fees, and principal with
         respect thereto, (i) prior to the making of the Term Loan B, the
         percentage obtained by dividing (y) such Lender's Term Loan B
         Commitment, by (z) the aggregate amount of all Lenders' Term Loan B
         Commitments, and (ii) from and after the making of the Term Loan B, the
         percentage obtained by dividing (y) the principal amount of such
         Lender's portion of the Term Loan B Amount by (z) the Term Loan B
         Amount, and

                  (e) with respect to all other matters as to a particular
         Lender (including the indemnification obligations arising under Section
         16.7), the percentage obtained by dividing (i) such Lender's Revolver
         Commitment plus the unpaid principal amount of such Lender's portion of
         the Term Loan A Amount plus the unpaid principal amount of such
         Lender's portion of the Term Loan B Amount, by (ii) the aggregate
         amount of the Revolver Commitments of all Lenders plus the Term Loan A
         Amount plus the Term Loan B Amount; provided, however, that in the
         event the Revolver Commitments have been terminated or reduced to zero,
         Pro Rata Share shall be the percentage obtained by dividing (y) the
         principal amount of such Lender's Advances plus the unpaid principal


                                       4
<PAGE>

         amount of such Lender's portion of the Term Loan A Amount plus the
         unpaid principal amount of such Lender's portion of the Term Loan B
         Amount by (z) the principal amount of all outstanding Advances plus the
         Term Loan A Amount plus the Term Loan B Amount."

                  (j) The definition of the term "Term Loan" is hereby amended
in its entirety to read as follows:

                  "Term Loan" means, collectively, the Term Loan A and the Term
         Loan B."

                  (k) The definition of the term "Term Loan Amount" is hereby
deleted its entirety.

                  (l) The definition of the term "Term Loan Margin" is hereby
deleted its entirety.

                  (m) The definition of "Term Loan Commitment" is hereby deleted
in its entirety.

                  (n) The following definitions are hereby inserted, in
appropriate alphabetical order:

                  "Consolidated Net Interest Expense" means, with respect to any
         Person for any period, gross interest expense of such Person and its
         Subsidiaries for such period determined on a consolidated basis and in
         accordance with GAAP (including, without limitation, interest expense
         paid to Affiliates of such Person), less the sum of interest income for
         such period, in each case, determined on a consolidated basis and in
         accordance with GAAP.

                  "Fixed Charge Coverage Ratio" means, for any period with
         respect to the Parent and its Subsidiaries, the ratio of (a) EBITDA for
         such period, to (b) Fixed Charges.

                  "Fixed Charges" means, for any period, the sum of (a) all
         principal of Indebtedness of the Parent and its Subsidiaries scheduled
         to be paid or prepaid during such period (including, without
         limitation, payments of Indebtedness owing to State Bank and to the
         Remtech Sellers, but not including prepayments or prepayments of
         Advances unless such prepayments are accompanied by a reduction of the
         Revolver Commitment), plus (b) Consolidated Net Interest Expense of
         such Person and its Subsidiaries for such period, plus (c) income taxes
         paid or payable by such Person and its Subsidiaries during such period,
         plus (d) cash dividends or distributions paid by the Parent and its
         Subsidiaries (other than, in the case of any Loan Party, dividends or
         distributions paid by a Loan Party to any other Loan Party) during such
         period, plus (e) capital expenditures made by the Parent and its
         Subsidiaries during such period.


                                       5
<PAGE>

                  "Maximum Term Loan A Amount" means $10,000,000.

                  "Maximum Term Loan B Amount" means $7,700,000.

                  "Remtech" means Remtech Services, Inc., a Virginia
         corporation.

                  "Remtech Post-Closing Agreement" means the letter agreement
         dated as of the Third Amendment Effective Date, by and among the Loan
         Parties, the Lenders and the Agent, with respect to certain
         post-closing obligations of the Loan Parties, as the same may be
         amended or otherwise modified from time to time.

                  "Remtech Purchase Agreement" means the Stock Purchase
         Agreement dated as of February 4, 2003, by and among the Remtech
         Sellers, Parent and Remtech, pursuant to which the Remtech Sellers have
         agreed to sell to Parent, and Parent has agreed to purchase, all of the
         issued and outstanding stock of Remtech.

                  "Remtech Purchase Documents" means the Remtech Purchase
         Agreement and all other agreements, instruments and other documents
         executed or delivered in connection with the Remtech Purchase
         Agreement.

                  "Remtech Sellers" means Douglas J. Lising and Michael
         Lebofsky.

                  "Remtech Subordination Agreement" means the Subordination
         Agreement dated February 6, 2003, made by Douglas J. Lising, Michael
         Lebofsky and the Parent, in favor of the Agent.

                  "Term Loan A" has the meaning set forth in Section 2.2(a).

                  "Term Loan A Amount" means, as of any date of determination,
         the outstanding principal amount of the Term Loan A.

                  "Term Loan A Commitment" means, with respect to each Lender,
         its Term Loan A Commitment, and, with respect to all Lenders, their
         Term Loan A Commitments, in each case as such Dollar amounts are set
         forth beside such Lender's name under the applicable heading on
         Schedule C-1 or in the Assignment and Acceptance pursuant to which such
         Lender became a Lender hereunder in accordance with the provisions of
         Section 14.1.

                  "Term Loan A Margin" means, for any day, 2.25%.

                  "Term Loan B" has the meaning set forth in Section 2.2(b).


                                       6
<PAGE>

                  "Term Loan B Amount" means, as of any date of determination,
         the outstanding principal amount of the Term Loan B.

                  "Term Loan B Commitment" means, with respect to each Lender,
         its Term Loan B Commitment, and, with respect to all Lenders, their
         Term Loan B Commitments, in each case as such Dollar amounts are set
         forth beside such Lender's name under the applicable heading on
         Schedule C-1 or in the Assignment and Acceptance pursuant to which such
         Lender became a Lender hereunder in accordance with the provisions of
         Section 14.1.

                  "Term Loan B Margin" means, as of the Third Amendment
         Effective Date, 2.75%; provided, however, that:

                           (i) if the Honeywell Contract is renewed for at least
         36 months after the Third Amendment Effective Date and prior to May 1,
         2003, on substantially the same substantive terms as the Honeywell
         Contract as in effect on the Closing Date, on and after the effective
         date of such renewal the Term Loan B Margin shall be 2.25%, and

                           (ii) if the Honeywell Contract is not renewed after
         the Third Amendment Effective Date and prior to May 1, 2003 for at
         least 36 months, on substantially the same substantive terms as the
         Honeywell Contract as in effect on the Closing Date, (A) on and after
         May 1, 2003, the Term Loan B Margin shall be 4%, and (B) if not more
         than five Business Days after the end of the fiscal year of Parent
         ending April 30, 2004, the Agent receives a certificate from the chief
         financial officer of the Parent, certifying that no Default or Event of
         Default has occurred and is continuing, and Excess Availability was at
         all times during such fiscal year greater than or equal to $4,000,000,
         the Term Loan B Margin shall be 3.25%.

                  "Third Amendment" means the Third Amendment to the Loan and
         Security Agreement dated as of February 6, 2003, among Borrowers,
         Lenders and Agent.

                  "Third Amendment Effective Date" means the date on which all
         of the conditions precedent to the effectiveness of the Third Amendment
         have been fulfilled or waived.

                  "UCC Authorization Letter" means a letter duly executed by any
         Loan Party authorizing Agent to file appropriate UCC financing
         statements in such office or offices as may be necessary or, in the
         opinion of Agent, desirable to perfect the security interests purported
         to be created hereby or any other Loan Document."


                                       7
<PAGE>

               3. Revolver Advances. Section 2.1(e) of the Loan Agreement is
hereby deleted in its entirety.

               4. Term Loans. Section 2.2 of the Loan Agreement is hereby
amended in its entirety to read as follows:

                  (a) Subject to the terms and conditions of this Agreement, on
         the Closing Date each Lender with a Term Loan A Commitment agrees
         (severally, not jointly or jointly and severally) to make term loans
         (collectively, the "Term Loan A") to Borrowers in an amount equal to
         such Lender's Pro Rata Share of the Maximum Term Loan A Amount. It is
         understood and agreed that the principal of Term Loan A outstanding on
         the Third Amendment Effective Date shall remain outstanding and shall
         not be deemed to be repaid or refinanced on the Third Amendment
         Effective Date.

                  (b) Subject to the terms and conditions of this Agreement, on
         the Third Amendment Effective Date each Lender with a Term Loan B
         Commitment agrees (severally, not jointly or jointly and severally) to
         make term loans (collectively, the "Term Loan B") to Borrowers in an
         amount equal to such Lender's Pro Rata Share of the Maximum Term Loan B
         Amount.

                  (c) The Term Loan A shall be repaid in equal monthly
         installments of $350,000 of principal, payable on the first day of each
         month, commencing on August 1, 2001, until the Term Loan A is repaid in
         full; provided, however, that the last such installment shall be in the
         amount necessary to repay in full the unpaid principal amount of the
         Term Loan A.

                  (d) The Term Loan B shall be repaid in equal monthly
         installments of $192,500.00 of principal, payable on the first day of
         each month, commencing on May 1, 2003, until the Term Loan B is repaid
         in full; provided, however, that the last such installment shall be in
         the amount necessary to repay in full the unpaid principal amount of
         the Term Loan B.

                  (e) Within ten (10) days of delivery to the Agent of each set
         of unaudited quarterly financial statements pursuant to Section 6.3(a),
         commencing with the delivery to the Agent of the financial statements
         for the fiscal quarter of the Parent ended July 31, 2001 or, if such
         financial statements are not delivered to the Agent on the date such
         statements are required to be delivered pursuant to Section 6.3(a), ten
         (10) days after the date such statements are required to be delivered
         to the Agent pursuant to Section 6.3(a), the Borrowers shall prepay the
         outstanding principal of the Term Loan in an amount equal to 50% of the
         Excess Cash Flow of the Borrowers for such fiscal quarter, such
         prepayments to be applied, first, against the remaining installments of
         principal of the Term Loan A in the inverse order of maturity until
         paid in full and, second, against the remaining installments of
         principal of the Term Loan B in the inverse order of maturity until
         paid in full. Each such prepayment of the Term Loan shall be
         accompanied by the payment of accrued interest to the date of such
         prepayment on the amount prepaid.


                                       8
<PAGE>

                  (f) If any audit by the Parent's independent accountants or
         any other subsequent event or events shall demonstrate that the Excess
         Cash Flow set forth in any quarterly financial statements was
         inaccurate and that as a result the Borrowers did not prepay the Term
         Loan by the appropriate amount, the Borrowers will pay to the Agent
         immediately on demand the excess of (i) the amount of principal that
         should have been prepaid with respect to such fiscal quarter, over (ii)
         the amount of principal that was prepaid with respect to such fiscal
         quarter.

                  (g) Within three Business Days after the Parent's receipt of a
         tax refund of approximately $1,500,000 from the United States Treasury,
         the Borrowers shall prepay the outstanding principal of the Term Loan
         in an amount equal to $1,000,000, such prepayment to be applied, first,
         against the remaining installments of principal of the Term Loan A in
         the inverse order of maturity until paid in full and, second, against
         the remaining installments of principal of the Term Loan B in the
         inverse order of maturity until paid in full. Each such prepayment of
         the Term Loan shall be accompanied by the payment of accrued interest
         to the date of such prepayment on the amount prepaid.

                  (h) No amount paid or prepaid with respect to the Term Loan
         may be reborrowed."

               5. Interest Rates and Letter of Credit Fee: Rates, Payments, and
Calculations. Section 2.6 of the Loan Agreement is hereby amended by amending
clauses (a) and (c) in their entirety to read as follows:

                  "(a) INTEREST RATES. Except as provided in clause (c) below,
         all Obligations (except for undrawn Letters of Credit) that have been
         charged to the Loan Account pursuant to the terms hereof shall bear
         interest on the Daily Balance thereof as follows: (i) if the relevant
         Obligation is the Term Loan A, at a per annum rate equal to the Base
         Rate plus the Term Loan A Margin, (ii) if the relevant Obligation is
         the Term Loan B, at a per annum rate equal to the Base Rate plus the
         Term Loan B Margin and (iii) otherwise, at a per annum rate equal to
         the Base Rate plus the Revolver Margin."

                  "(c) DEFAULT RATE. Upon the occurrence and during the
         continuation of an Event of Default (and at the election of Agent or
         the Required Lenders),

                           (i) all Obligations (except for undrawn Letters of
         Credit) that have been charged to the Loan Account pursuant to the
         terms hereof shall bear interest on the Daily Balance thereof at a per
         annum rate equal to 4 percentage points above the sum of the Base Rate
         plus the Term Loan A Margin, and

                           (ii) the Letter of Credit fee provided for above
         shall be increased to 4 percentage points above the per annum rate
         otherwise applicable hereunder."

               6. Fees. (a) Clause (i) of Section 2.11(c) of the Loan Agreement
is hereby amended in its entirety to read as follows:



                                       9
<PAGE>

         "(i) a fee of $850 per day, per auditor, plus out-of-pocket expenses,
         for each financial audit of a Borrower performed by personnel employed
         by Agent,"

                  (b) A new subsection (d) is hereby added to Section 2.11 of
the Loan Agreement, to read as follows:

                  "(d) TERM LOAN B FEE. On the Third Amendment Effective Date,
         the Borrowers shall pay to Agent a nonrefundable fee in the amount of
         3% of the Term Loan B Amount as of such date."

               7. Term. The first sentence of Section 3.4 of the Loan Agreement
is hereby amended in its entirety to read as follows:

                  "This Agreement shall become effective upon the execution and
         delivery hereof by Borrowers, Agent, and the Lenders and shall continue
         in full force and effect for a term ending on July 23, 2007 (the
         "Maturity Date")."

               8. Remtech Cash Management. Article 6 of the Loan Agreement is
hereby amended by adding new Sections 6.16 and 6.17 to the end of Article 6 to
read as follows:

                  "6.16 REMTECH CASH MANAGEMENT. Within twenty-one (21) days of
         the Third Amendment Effective Date, cause Remtech to comply in all
         respects with all cash management provisions of this Agreement. Until
         such time as Remtech is in full compliance with all cash management
         provisions of this Agreement, Parent shall (i) cause all checks and
         other remittances collected by or on behalf of Remtech to be deposited
         on a daily basis into account number 4112946090 maintained by Remtech
         at Bank of America, N.A. (the "Remtech DDA") and (ii) report on a daily
         basis to Agent the amount of each such deposit into the Remtech DDA.

                  6.17 HONEYWELL CONTRACT. On or before April 30, 2003, (i)
         renew the Honeywell Contract on substantially the same substantive
         terms as the Honeywell Contract as in effect on the Closing Date, and
         (ii) provide the Agent with evidence reasonably satisfactory to the
         Agent of such renewal."

               9. Indebtedness. Section 7.1 of the Loan Agreement is hereby
amended by (a) deleting the word "and" at the end of clause (e) thereof, (b)
deleting the period at the end of clause (f) thereof and substituting "; and"
therefor, and (c) inserting a new clause (g) therein, to read as follows:

                  "(g) subordinated Indebtedness owing to the Remtech Sellers in
         an aggregate principal amount not to exceed $1,800,000, which
         Indebtedness shall be subject to the Remtech Subordination Agreement."

              10. Use of Proceeds. Section 7.17 of the Loan Agreement is hereby
amended in its entirety to read as follows:


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<PAGE>

                  "7.17 USE OF PROCEEDS. Use the proceeds of the Advances and
         the Term Loan for any purpose other than (a) on the Closing Date, (i)
         to repay in full the outstanding principal, accrued interest, and
         accrued fees and expenses owing to Existing Lender, (ii) to repay the
         Indebtedness owing to State Bank in an amount not in excess of
         $1,000,000 and (iii) to pay transactional fees, costs, and expenses
         incurred in connection with this Agreement, the other Loan Documents,
         and the transactions contemplated hereby and thereby, (b) on the Third
         Amendment Effective Date, (i) to pay a portion of the purchase price
         for the Remtech Stock pursuant to the Remtech Purchase Agreement, and
         (ii) to pay transactional fees, costs, and expenses incurred in
         connection with the Remtech Purchase Documents, and the transactions
         contemplated hereby and thereby, and (c) thereafter, consistent with
         the terms and conditions hereof, for its lawful and permitted
         purposes."

              11. Fixed Charge Coverage Ratio. Section 7.20 of the Loan
Agreement is hereby amended by adding a new subsection (c), to read in its
entirety as follows:

                  "(c) Fixed Charge Coverage Ratio. (i) Permit the Fixed Charge
         Coverage Ratio for any fiscal quarter of the Parent and its
         Subsidiaries set forth below to be less than the amount set forth
         opposite such fiscal quarter:

<TABLE>
<CAPTION>
                    --------------------------------------------------
                                                        FIXED CHARGE
                    FISCAL QUARTER END                  COVERAGE RATIO
                    --------------------------------------------------
<S>                                                     <C>
                    April 30, 2003                      1.00 to 1
                    --------------------------------------------------
                    July 31, 2003                       1.25 to 1
                    --------------------------------------------------
                    October 31, 2003                    1.25 to 1
                    --------------------------------------------------
                    January 31, 2003                    1.25 to 1
                    --------------------------------------------------
                    April 30, 2004                      1.25 to 1
                    --------------------------------------------------
</TABLE>


                  (ii) Permit the Fixed Charge Coverage Ratio for any fiscal
         quarter of the Parent and its Subsidiaries ending after April 30, 2004,
         to be less than 1.5 to 1 (it being understood and agreed that the
         Parent and the Agent intend to negotiate for a revised Fixed Charge
         Coverage Ratio promptly after receipt by the Agent pursuant to Section
         6.3(c) of the Projections of Parent and its Subsidiaries for the fiscal
         year beginning on May 1, 2004, but that until the Parent and the Agent
         have entered into a written amendment to this provision, the
         requirement set forth in this clause (ii) will remain in full force and
         effect)."

              12. Additional Negative Covenants. Article 7 of the Loan Agreement
is hereby amended by adding new Sections 7.23 and 7.24 to the end of Article 7,
to read as follows:

                  "7.23 AMENDMENT TO REMTECH PURCHASE DOCUMENTS. Amend, change,
         agree to any amendment or other change to, or waive any of its rights
         under, any Remtech Purchase Document.


                                       11
<PAGE>

                  7.24 EXCESS AVAILABILITY. Not permit Excess Availability to be
         less than $1,500,000 at any time."

              13. Events of Default. Article 8 of the Loan Agreement is hereby
amended by (a) deleting the period at the end of Section 8.14, (b) adding a
semicolon at the end thereof and (c) adding new Sections 8.15 and 8.16 to the
end thereof, to read as follows:

                  "8.15 (i) any representation or warranty made or deemed made
         by or on behalf of any Loan Party or any of its Subsidiaries or by any
         officer, employee, agent or director of any Loan Party or any of its
         Subsidiaries, under or in connection with any Loan Document or any
         Remtech Purchase Document or under or in connection with any report,
         certificate, or other document delivered to Agent, any Lender, the
         Issuing Lender or any Remtech Seller pursuant to any Loan Document or
         any Remtech Purchase Document shall have been incorrect in any material
         respect when made or deemed made, or (ii) any representation or
         warranty made or deemed made by or on behalf of any Remtech Seller
         under or in connection with any Remtech Purchase Document or under or
         in connection with any report, certificate, or other document delivered
         to a Loan Party pursuant to any Remtech Purchase Document shall have
         been incorrect in any material respect when made or deemed made; or

                  8.16 any breach, default, event of default or termination
         shall occur under any Remtech Purchase Document or other Material
         Contract (after giving effect to any applicable grace period, if any,
         contained in any such Remtech Purchase Document or other Material
         Contract) that gives any third party the right to terminate any such
         Remtech Purchase Document or other Material Contract or that otherwise
         could reasonably be expected to result in a Material Adverse Change."

              14. Amendments and Waivers. Clause (j) of Section 15.1 of the Loan
Agreement is hereby amended in its entirety to read as follows:

         "(j) change the definition of Borrowing Base or the definitions of
         Eligible Accounts, Maximum Revolver Amount, Maximum Term Loan A Amount,
         Maximum Term Loan B Amount, Term Loan A Amount, Term Loan B Amount, or
         change Section 2.1(b); or"

              15. Issuance of Equity Interests to Foothill. Section 18.1 of the
Loan Agreement is hereby amended in its entirety to read as follows:

                  "18.1 AUTHORIZATION AND ISSUANCE OF WARRANTS. Parent has
         authorized (a) the issuance of a common stock purchase warrant in the
         form of Exhibit W-1 hereto (such warrant, together with the rights to
         purchase Common Stock provided thereby and all warrants covering such
         stock issued upon transfer, division or combination of, or in
         substitution for, any thereof, being herein called the "Warrants") for
         issuance to Foothill pursuant to this Agreement, and (b) the issuance
         of such number of shares of Common Stock as shall be necessary to



                                       12
<PAGE>

         permit Parent to comply with its obligations to issue the shares of
         Common Stock issuable pursuant to the Warrants, which shall initially
         be an amount equal to 160,000 shares of the issued and outstanding
         shares of Common Stock. It is understood and agreed that the Warrants
         contain provisions affecting the number of shares of Common Stock that
         may be acquired, which provisions are set forth in the Warrants. Such
         Warrants will have an initial exercise price equal to the arithmetic
         average of the closing bid prices of the Common Stock on the ten
         trading days immediately preceding but not including the Third
         Amendment Effective Date, rounded downward to the penny. Parent has the
         requisite corporate power and authority to enter into and perform its
         obligations under the Warrants and the Registration Rights Agreement
         and to issue the Warrant Shares, in accordance with their terms. The
         Warrant Shares have been duly authorized and reserved for issuance upon
         exercise of the Warrants, and upon such exercise, will be validly
         issued, fully paid and non-assessable, free from all taxes, liens and
         charges with respect to the issue thereof, and will not be subject to
         preemptive rights or other similar rights of stockholders of Parent."

              16. Schedules. Schedule C-1 to the Loan Agreement is hereby
amended in its entirety to read as set forth in Annex I to this Amendment.
Schedule 2.7(a) to the Loan Agreement is hereby amended in its entirety to read
as set forth in Annex II to this Amendment. Schedule 5.4 to the Loan Agreement
is hereby amended in its entirety as set forth on Annex III to this Amendment.
Schedule 5.6 to the Loan Agreement is hereby amended in its entirety as set
forth on Annex IV to this Amendment. Schedule 5.7(b) to the Loan Agreement is
hereby amended in its entirety as set forth on Annex V to this Amendment.
Schedule 5.7(c) to the Loan Agreement is hereby amended in its entirety as set
forth on Annex VI to this Amendment. Schedule 5.17 to the Loan Agreement is
hereby amended in its entirety as set forth on Annex VII to this Amendment.

              17. Conditions Precedent. The effectiveness of this Amendment and
any obligation of any Lender to make the Term Loan B are subject to the
fulfillment, in a manner satisfactory to the Agent, of each of the following
conditions precedent (the first date upon which all such conditions shall have
been fulfilled or waived being herein called the "Third Amendment Effective
Date"):

                (a) Representations and Warranties; No Event of Default. The
representations and warranties contained herein, in Section 5 of the Loan
Agreement and in each other Loan Document and certificate or other writing
delivered to the Agent or any Lender pursuant hereto on or prior to the Third
Amendment Effective Date shall be correct in all material respects on and as of
the Third Amendment Effective Date as though made on and as of such date, except
to the extent that such representations and warranties (or any schedules related
thereto) expressly relate solely to an earlier date (in which case such
representations and warranties shall be true and correct in all material
respects on and as of such date); and no Default or Event of Default shall have
occurred and be continuing on the Third Amendment Effective Date or would result
from this Amendment becoming effective in accordance with its terms.



                                       13
<PAGE>

                (b) Delivery of Documents. The Agent shall have received on or
before the Third Amendment Effective Date the following, each in form and
substance satisfactory to the Agent and, unless indicated otherwise, dated the
Third Amendment Effective Date:

                        (i) counterparts of this Amendment which bear the
signatures of each Borrower (including Remtech), the Agent and each Lender;

                        (ii) evidence of the filing of UCC financing statements
naming Remtech as debtor and Remtech as secured party, reflecting the security
interests granted by Remtech to Agent, for the benefit of the Lender Group, in
all the assets and properties of Remtech;

                        (iii) results of UCC, judgment and UCC searches with
respect to each Borrower (including, without limitation, Remtech), in such
jurisdictions as Agent may reasonably require;

                        (iv) a Pledge Amendment (as defined in the Stock Pledge
Agreement), duly executed by each party to the Stock Pledge Agreement, together
with all Stock certificates (together with undated stock powers with respect
thereto endorsed in blank) representing the Remtech Stock and any Pledged Debt
pledged thereunder (duly endorsed in blank);

                        (v) (A) a certificate of the chief executive officer or
the chief financial officer of Remtech, certifying that attached thereto are
true, complete and correct copies of the Remtech Purchase Documents and (B) a
copy of the opinion of counsel to the Remtech Sellers, which shall permit Agent
and Lenders to rely thereon;

                        (vi) a copy of the resolutions of each Borrower
(including Remtech) and each Guarantor, certified as of the Third Amendment
Effective Date by an authorized officer thereof, authorizing (A) the borrowings
contemplated by this Amendment by each Borrower (including Remtech) and the
transactions contemplated by the Loan Documents to which such Person is or will
be a party, and (B) the execution, delivery and performance by each such Person
of this Amendment and the other Loan Documents to be executed and delivered
pursuant hereto to which such Person is a party, and the performance of the Loan
Agreement, as amended;

                        (vii) a certificate of an authorized officer of each
Borrower (including Remtech) and each Guarantor, certifying the names and true
signatures of the representatives of such Person authorized to sign this
Amendment and the other documents to be executed and delivered by such Person in
connection herewith, together with evidence of the incumbency of such authorized
officers;

                        (viii) a certificate of the appropriate official(s) of
the state of organization of Remtech, dated within 10 days of the Third
Amendment Effective Date, certifying as to the subsistence and good standing of
Remtech in such state;

                        (ix) the Remtech Post-Closing Agreement, duly executed
by the Borrowers;


                                       14
<PAGE>

                        (x) certificates of an authorized officer of each
Borrower (including Remtech) and each Guarantor (A) with respect to Remtech,
certifying that attached thereto is a true, complete and correct copy of the
charter of Remtech and (B) with respect to each other Borrower and each
Guarantor, confirming that the charter of each such Person has not been amended
or otherwise modified since the Closing Date and that the copy thereof
previously delivered to Agent is true, correct and complete;

                        (xi) certificates of an authorized officer of each
Borrower (including Remtech) and each Guarantor (A) with respect to Remtech,
certifying that attached thereto is a true, complete and correct copy of the
by-laws of Remtech and (B) with respect to each other Borrower and each
Guarantor, confirming that the by-laws of each such Person have not been amended
or otherwise modified since the Closing Date and that the copy thereof
previously delivered to Agent is true, correct and complete;

                        (xii) an opinion of Burch, Porter & Johnson PLLC,
counsel to the Loan Parties, as to such matters as Agent may reasonably request;

                        (xiii) [intentionally omitted];

                        (xiv) a certificate of an authorized officer of the
Parent certifying as to the matters set forth in subsection (a) of Section 17
hereto;

                        (xv) each joinder, in the form attached as Exhibit A and
Exhibit B to this Amendment, duly executed by Remtech;

                        (xvi) a pay-off letter, duly executed by Bank of
America, N.A., as successor to NationsBank, N.A., together with UCC termination
statements and other documentation evidencing the termination by Bank of
America, N.A. of its Liens on the assets of Remtech;

                        (xvii) a collateral assignment of the Remtech Purchase
Agreement, duly executed by Parent, in favor of Agent;

                        (xviii) a Consent and Agreement, duly executed by the
Remtech Sellers with respect to Parent's collateral assignment of the Remtech
Purchase Agreement;

                        (xix) the Remtech Subordination Agreement, duly executed
by the Parent and the Remtech Sellers;

                        (xx) the Amendment No. 1 to Warrants;

                        (xxi) Amendment No. 1 to the Registration Rights
Agreement;

                        (xxii) a Disbursement Letter executed and delivered by
Administrative Borrower regarding the extensions of credit to be made on the
Third Amendment Effective Date;


                                       15
<PAGE>

                        (xxiii) certificates of insurance with respect to
Remtech, together with endorsements thereto, as required by Section 6.8 of the
Loan Agreement, the form and substance of which shall be satisfactory to Agent;

                        (xxiv) a certificate of an authorized officer of Remtech
and Parent certifying that all conditions to the effectiveness of the purchase
of the Remtech Stock, other than the payment of the purchase price, have been
satisfied;

                        (xxv) such other agreements, instruments, approvals,
opinions and other documents as Agent may reasonably request from the Borrowers.

                (c) UCC Searches. The Agent shall have received results of the
UCC, tax and judgment lien searches with respect to Remtech and each Remtech
Seller.

                (d) Proceedings. All proceedings in connection with the
transactions contemplated by this Amendment, and all documents incidental
thereto, shall be satisfactory to the Agent and its counsel, and the Agent and
such counsel shall have received from the Borrowers all such information and
such counterpart originals or certified copies of documents, and such other
agreements, instruments, approvals, opinions and other documents, as the Agent
or such counsel may reasonably request.

                (e) Consummation of Acquisition. Concurrently with the making of
the Term Loan B, (i) Parent shall have purchased pursuant to the Remtech
Purchase Agreement (no provision of which shall have been amended or otherwise
modified or waived without the prior written consent of Agent) all of the
Remtech Stock, free and clear of all Liens, other than Permitted Liens, (ii) the
proceeds of the Term Loan B shall have been applied by Parent to pay a portion
of the purchase price for the Remtech Stock and to pay other costs relating to
the acquisition of the Remtech Stock, and (iii) each of the Remtech Sellers, the
Parent and Remtech shall have fully performed all of the obligations to be
performed by such Person on or prior to the Third Amendment Effective Date under
the Remtech Purchase Agreement and the other Remtech Purchase Documents.

                (f) Lender Group Expenses. Borrowers shall have paid to Agent
and each Lender, in immediately available funds, an amount equal to all Lender
Group Expenses which were incurred by such Person in connection with the
preparation, execution and delivery of this Amendment and the other related
agreements, instruments and documents.

                (g) Required Availability. Borrowers shall have Excess
Availability of not less than $4,000,000 after giving effect to the Term Loan B,
the payment of all consideration which is due and payable by Parent under the
Remtech Purchase Agreement and the payment of all fees, costs and expenses in
connection with the Remtech Purchase Agreement and this Amendment.

                (h) Term Loan B Fee. The Borrowers shall have paid to the Agent,
for the benefit of the Lender Group, in immediately available funds, a fully
earned fee equal to $231,000.


                                       16
<PAGE>

              18. Representations and Warranties. Each Borrower (including
Remtech) hereby represents and warrants to the Agent and the Lenders as follows:

                (a) Each Borrower (including Remtech) (i) is a corporation duly
organized, validly existing and in good standing under the laws of the state of
its incorporation and (ii) has all requisite corporate power, authority and
legal right to execute, deliver and perform this Amendment and the other
agreements instruments and documents required to be delivered by it pursuant to
Section 17 hereof (together with this Amendment, collectively the "Third
Amendment Documents") and the Remtech Purchase Documents to which it is a party,
and to perform the Loan Agreement, as amended hereby.

                (b) The execution, delivery and performance by the Borrowers
(including Remtech) of this Amendment and the other Third Amendment Documents
and Purchase Documents to which it is a party and the performance by the
Borrowers of the Loan Agreement as amended hereby (i) have been duly authorized
by all necessary corporate action, (ii) do not and will not violate or create a
default under any Borrower's charter or by-laws, any applicable law or any
contractual restriction binding on or otherwise affecting any Borrower or any
Borrower's properties, and (iii) except as provided in the Loan Documents, do
not and will not result in or require the creation of any lien, security
interest or other charge or encumbrance upon or with respect to any Borrower's
property.

                (c) No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or other regulatory body is
required in connection with the due execution, delivery and performance by any
Borrower (including Remtech) of this Amendment, any other Third Amendment
Document or any Purchase Document or the performance by any Borrower of the Loan
Agreement, as amended hereby.

                (d) Each of this Amendment, the other Third Amendment Documents,
the Purchase Documents and the Loan Agreement, as amended hereby, constitutes
the legal, valid and binding obligations of each Borrower (including Remtech)
that is a party thereto, enforceable against each Borrower in accordance with
their terms.

                (e) The representations and warranties contained in Section 5 of
the Loan Agreement are true and correct on and as of the Third Amendment
Effective Date as though made on and as of the Third Amendment Effective Date
(except to the extent such representations and warranties expressly relate to an
earlier date), and no Event of Default has occurred and is continuing on and as
of the Third Amendment Effective Date.

                (f) Each of this Amendment, the Loan Agreement, as amended
hereby, and each other Loan Document to which each Borrower is a party is a
legal, valid and binding obligation of such Person, enforceable against such
Person in accordance with its terms, except as such enforceability may be
limited by or subject to any bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights generally.

                (g) The Parent has delivered to Agent a true, complete and
correct copy of the Remtech Purchase Agreement, including all schedules and
exhibits thereto, and all other Remtech Purchase Documents. The Remtech Purchase
Documents set forth the entire


                                       17

<PAGE>

agreement and understanding of the parties thereto relating to the subject
matter thereof, and there are no other agreements, arrangements or
understandings, written or oral, relating to the matters covered thereby. The
Remtech Purchase Documents are the legal, valid and binding obligations of
Parent and Remtech, and to the best knowledge of Parent and Remtech, each of the
Remtech Sellers party thereto, enforceable against Parent and Remtech, and to
the best knowledge of Parent and Remtech, each of the Remtech Sellers party
thereto, in accordance with their terms.

                (h) All conditions precedent to the purchase of the Remtech
Stock by Parent have been fulfilled or (with the written consent of Agent)
waived, the Remtech Purchase Documents have not been amended or otherwise
modified, and there has been no breach of any term or condition of the Remtech
Purchase Documents. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or any other Person is
required for such acquisition, other than such as have been or will be obtained
on or prior to the Third Amendment Effective Date. As of the Third Amendment
Effective Date, Parent has acquired pursuant to the Remtech Purchase Documents,
and has become the owner of all of the Remtech Stock, free and clear of any Lien
other than Permitted Liens.

                (i) Remtech DDAs. Other than the Remtech DDA, Remtech does not
maintain any checking or other demand deposit accounts or any other bank
accounts.

              19. Joinder of Remtech. (a) Loan Agreement. Remtech hereby agrees
to become a Borrower under the Loan Agreement as if it were a signatory thereto
on the Closing Date, and Remtech shall comply with and be subject to all of the
terms, conditions, covenants, agreements and obligations set forth in the Loan
Agreement. Remtech agrees that each reference to a "Borrower" or the "Borrowers"
in the Loan Agreement shall include Remtech. Remtech acknowledges that is has
received a copy of the Loan Agreement and the other Loan Documents. In
furtherance of the terms and provisions of Section 4 of the Loan Agreement,
Remtech hereby grants to Agent, for the benefit of the Lender Group, a
continuing lien on and security interest in all of its right, title, and
interest in all currently existing and hereafter acquired or arising Personal
Property Collateral in order to secure prompt repayment of any and all of the
Obligations in accordance with the terms and conditions of the Loan Documents
and in order to secure prompt performance by Remtech and the other Borrowers of
each of their covenants and duties under the Loan Documents. The Agent's Liens
in and to the Personal Property Collateral of Remtech shall attach to all of its
Personal Property Collateral without further act on the part of Agent or
Remtech. Anything contained in this Agreement or any other Loan Document to the
contrary notwithstanding, except for Permitted Dispositions, neither Remtech nor
any other Borrower has any authority, express or implied, to dispose of any item
or portion of the Collateral.

                (b) Contribution Agreement. By its execution of this Amendment,
Remtech hereby (i) confirms that the representations and warranties contained in
Section 4 of the Contribution Agreement are true and correct as to it as of the
Third Amendment Effective Date, (ii) agrees that from and after the Third
Amendment Effective Date it shall be an Obligor under the Contribution Agreement
as if it were a signatory thereto and shall be bound by all of the provisions
thereof, and (iii) agrees that it shall comply with and be subject to all the
terms, conditions, covenants, agreements and obligations set forth therein.
Remtech hereby agrees that each


                                       18
<PAGE>

reference to an "Obligor" or the "Obligors" in the Contribution Agreement shall
include Remtech. Remtech acknowledges that it has received a copy of the
Contribution Agreement and that it has read and understands the terms thereof.
To evidence the foregoing provisions of this paragraph (b), Remtech shall
execute the joinder amendment attached hereto as Exhibit A and deliver the same
to Agent on the Third Amendment Effective Date.

                (c) Intercompany Subordination Agreement. By its execution of
this Amendment, Remtech hereby (i) agrees that from and after the Third
Amendment Effective Date it shall be an Obligor under the Intercompany
Subordination Agreement as if it were a signatory thereto and shall be bound by
all of the provisions thereof, and (ii) agrees that it shall comply with and be
subject to all the terms, conditions, covenants, agreements and obligations set
forth therein. Remtech hereby agrees that each reference to an "Obligor" or the
"Obligors" in the Intercompany Subordination Agreement shall include Remtech.
Remtech acknowledges that it has received a copy of the Intercompany
Subordination Agreement and that it has read and understands the terms thereof.
To evidence the foregoing provisions of this paragraph (c), Remtech shall
execute the joinder amendment attached hereto as Exhibit B and deliver the same
to Agent on the Third Amendment Effective Date.

             20. Consent to Remtech Acquisition.

                (a) Pursuant to the request of Parent and in accordance with
Section 15.1 of the Loan Agreement, the Lenders hereby consent to, and waive any
Event of Default that would otherwise arise under Section 7.13 of the Loan
Agreement by reason of, the acquisition by the Parent of the issued and
outstanding Stock of Remtech pursuant to the Remtech Purchase Agreement,
effective as of the Third Amendment Effective Date.

                (b) The consents and waivers set forth herein are limited to the
transactions expressly described herein. The consent and waiver set forth herein
shall be effective only in the specific instances and for the specific purposes
set forth herein and do not allow any other or further departure from the terms
and conditions of the Loan Agreement and other Loan Documents, which terms shall
continue in full force and effect. Without limiting the generality of the
foregoing, it is understood and agreed that nothing in this Amendment shall be
deemed a waiver of any other Event of Default or Default, whether known or
unknown by any Lender or any Agent and whether now existing or hereafter
arising.

             21. Miscellaneous.

                (a) Continued Effectiveness of the Loan Agreement. Except as
otherwise expressly provided herein, the Loan Agreement and the other Loan
Documents are, and shall continue to be, in full force and effect and are hereby
ratified and confirmed in all respects, except that on and after the Third
Amendment Effective Date (i) all references in the Loan Agreement to "this
Agreement", "hereto", "hereof", "hereunder" or words of like import referring to
the Loan Agreement shall mean the Loan Agreement as amended by this Amendment,
and (ii) all references in the other Loan Documents to which any Borrower is a
party to the "Loan Agreement", "thereto", "thereof", "thereunder" or words of
like import referring to the Loan Agreement shall mean the Loan Agreement as
amended by this Amendment. Except as expressly provided herein, the execution,
delivery and effectiveness of


                                       19
<PAGE>

this Amendment shall not operate as an amendment of any right, power or remedy
of Agent or any Lender under the Loan Agreement or any other Loan Document, nor
constitute an amendment of any provision of the Loan Agreement or any other Loan
Document.

                (b) Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement.

                (c) Headings. Section headings herein are included for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

                (d) Governing Law. This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.

                (e) Costs and Expenses. The Borrowers jointly and severally
agree to pay on demand all reasonable fees, costs and expenses of Agent and each
Lender in connection with the preparation, execution and delivery of this
Amendment and the other related agreements, instruments and documents.

                (f) Amendment as Loan Document. Each Borrower hereby
acknowledges and agrees that this Amendment constitutes a "Loan Document" under
the Loan Agreement. Accordingly, it shall be an Event of Default under the Loan
Agreement (i) if any representation or warranty made by a Borrower under or in
connection with this Amendment shall have been untrue, false or misleading in
any material respect when made or (ii) if Borrowers fail to perform, keep, or
observe any term, provision, condition, covenant, or agreement contained in this
Amendment.

                (g) Collateral. It is understood and agreed that all Collateral
(as such term is amended pursuant to this Amendment) shall secure the
Obligations under the Loan Documents. In addition, each Borrower confirms and
agrees that to the extent that any Loan Document purports to assign or pledge to
the Agent (on behalf of the Lenders), or to grant to the Agent (on behalf of the
Lenders) a Lien on any Collateral as security for the Obligations of such
Borrower from time to time existing in respect of the Loan Agreement and the
Loan Documents, such pledge, assignment and/or grant of a Lien is hereby
ratified and confirmed in all respects.

                (h) Waiver of Jury Trial. EACH BORROWER, THE AGENT AND THE
LENDERS HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AMENDMENT OR ANY OF
THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.





                                       20
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered as of the date first above written.

                             BORROWERS:

                             SCB COMPUTER TECHNOLOGY, INC.,
                              a Tennessee corporation

                             By:      /s/ Michael J. Boling
                                ------------------------------------------------

                             Title: Executive Vice President - Finance &
                                    Administration


                             SCB COMPUTER TECHNOLOGY OF ALABAMA, INC.,
                              an Alabama corporation

                             By:      /s/ Michael J. Boling
                                ------------------------------------------------

                              Title:  Executive Vice President - Finance &
                                      Administration


                             PARTNERS RESOURCES INC.,
                              an Arizona corporation

                             By:      /s/ Michael Boling
                                ------------------------------------------------

                             Title:   Executive Vice President - Finance &
                                      Administration


                             REMTECH SERVICES, INC.,
                              a Virginia corporation

                             By:      /s/ Michael Boling
                                ------------------------------------------------

                             Title:   Executive Vice President - Finance &
                                      Administration


                             AGENT AND LENDER:

                             FOOTHILL CAPITAL CORPORATION,
                              a California corporation, as Agent and as a Lender

                             By:      /s/ David J. Sanchez, Sr.
                                ------------------------------------------------

                             Title:  Vice President



<PAGE>


                                     ANNEX I

                                  SCHEDULE C-1
                                   COMMITMENTS

                                 ON CLOSING DATE


<TABLE>
<CAPTION>
                                       REVOLVER      TERM LOAN A    TERM LOAN B     TOTAL
             LENDER                   COMMITMENT     COMMITMENT     COMMITMENT    COMMITMENT
             ------                   -----------    ------------   -----------   -----------
<S>                                   <C>            <C>            <C>           <C>
  Foothill Capital Corporation        $17,500,000    $10,000,000         NA       $27,500,000
                                      -----------    -----------         --       -----------

           All Lenders                $17,500,000    $10,000,000         NA       $27,500,000
                                      ===========    ===========         ==       ===========
</TABLE>


                  ON AND AFTER THIRD AMENDMENT EFFECTIVE DATE
<TABLE>
<CAPTION>
                                       REVOLVER      TERM LOAN A    TERM LOAN B     TOTAL
             LENDER                   COMMITMENT     COMMITMENT     COMMITMENT    COMMITMENT
             ------                   -----------    ------------   -----------   -----------
<S>                                   <C>            <C>            <C>           <C>
  Foothill Capital Corporation        $17,500,000    $ 1,485,000     $7,700,000   $26,685,000
                                      -----------    -----------     ----------   -----------

           All Lenders                $17,500,000    $ 1,485,000     $7,700,000   $26,685,000
                                      ===========    ===========     ==========   ===========
</TABLE>



<PAGE>


                                    EXHIBIT A

                        JOINDER TO CONTRIBUTION AGREEMENT


        Reference is hereby made to the Contribution Agreement, dated as of July
23, 2001 (as amended or otherwise modified from time to time, the "Agreement"),
among SCB Computer Technology, Inc., a Tennessee corporation (the "Parent"), and
each of Parent's subsidiaries party thereto, to which this Joinder is attached.
All capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Agreement when used herein. The undersigned hereby
(i) confirms that the representations and warranties contained in Section 4 of
the Agreement are true and correct as to it as of the date set forth below (the
"Third Amendment Effective Date"), (ii) agrees that from and after the Third
Amendment Effective Date it shall be an Obligor under the Agreement as if it
were a signatory thereto and shall be bound by all of the provisions thereof,
and (iii) agrees that it shall comply with and be subject to all the terms,
conditions, covenants, agreements and obligations set forth therein. The
undersigned hereby agrees that each reference to an "Obligor" or the "Obligors"
in the Agreement shall include the undersigned.

Date:  February 6, 2003
       ----------------

                                     REMTECH SERVICES, INC.,
                                      a Virginia corporation

                                     By:      /s/ Michael J. Boling
                                        ----------------------------------------

                                     Title: Executive Vice President - Finance &
                                              Administration


<PAGE>


                                    EXHIBIT B

                 JOINDER TO INTERCOMPANY SUBORDINATION AGREEMENT


        Reference is hereby made to the Intercompany Subordination Agreement
dated as of July 23, 2001 (as amended or otherwise modified from time to time,
the "Agreement"), among SCB Computer Technology, Inc., a Tennessee corporation
(the "Parent"), each of Parent's subsidiaries party thereto, and Foothill
Capital Corporation, as agent for the lenders referred to therein, to which this
Joinder is attached. All capitalized terms not otherwise defined herein shall
have the meanings assigned to such terms in the Agreement when used herein. The
undersigned hereby (i) agrees that from and after the date set forth below it
shall be an Obligor under the Agreement as if it were a signatory thereto and
shall be bound by all of the provisions thereof, and (ii) agrees that it shall
comply with and be subject to all the terms, conditions, covenants, agreements
and obligations set forth therein. The undersigned hereby agrees that each
reference to an "Obligor" or the "Obligors" in the Agreement shall include the
undersigned.

Date:  February 6, 2003
       ----------------

                                     REMTECH SERVICES, INC.,
                                      a Virginia corporation

                                     By:      /s/ Michael J. Boling
                                        --------------------------------

                                     Title: Executive Vice President - Finance &
                                              Administration


</TEXT>
</DOCUMENT>
