LAWGIBB GROUP INC
THIRD AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exh1029.txt
<DESCRIPTION>THIRD AMENDMENT TO CREDIT AGREEMENT
<TEXT>

                       AMENDMENT NO. 3 TO CREDIT AGREEMENT


PREAMBLE: THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of May 3, 2001 (the
"Amendment"),  is made by and among LAWGIBB GROUP,  INC.,  formerly known as Law
Companies  Group,  Inc., a corporation  organized under the laws of the State of
Georgia,  United  States  ("LCGI"),  as  Borrowers'   Representative  and  as  a
Guarantor;  LAW  ENGINEERING  AND  ENVIRONMENTAL  SERVICES,  INC., a corporation
organized  under  the  laws  of the  State  of  Georgia,  United  States  ("U.S.
Borrower"),  and GIBB LTD,  a  company  organized  under the laws of the  United
Kingdom  ("International  Borrower";  the  International  Borrower  and the U.S.
Borrower sometimes hereinafter called, collectively,  herein the "Borrowers" or,
individually, a "Borrower"), as Borrowers; LAW ENVIRONMENTAL CONSULTANTS,  INC.,
a corporation  organized  under the laws of the State of Georgia,  United States
("LECI"), LAW INTERNATIONAL, INC., a corporation organized under the laws of the
State of Georgia,  United States ("LII"), GIBB INTERNATIONAL  HOLDINGS,  INC., a
corporation  organized under the laws of the State of Delaware ("GIH"), and GIBB
HOLDINGS  LTD., a  corporation  organized  under the laws of the United  Kingdom
("GHL";  GHL,  GIH,  LII and LECI,  together  with other  Subsidiaries  becoming
Guarantors hereafter pursuant to the operation and effect of Section 7.15 of the
Credit  Agreement  (as  defined  below),  are  sometimes   hereinafter   called,
collectively,  the  "Subsidiary  Guarantors"  and,  individually,  a "Subsidiary
Guarantor"), as additional Guarantors; BANK OF AMERICA, N.A., a national banking
association organized under the laws of the United States ("BOA") (the successor
to Bank of America National Trust and Savings Association),  acting individually
and through its London Branch (in such latter capacity,  BOA is sometimes called
herein,  "BOAL"),  as Issuing Bank,  Overdraft Bank,  International  Agent and a
Lender; BOA (the successor to Bank of America, FSB), as U.S. Agent and a Lender;
and any other  financial  institutions  party  hereto from time to time  (herein
sometimes  called,  collectively,  together with BOA and BOAL, the "Lenders" or,
individually,  a "Lender"), as Lenders; for the purpose of setting forth certain
modifications and amendments to that certain Credit Agreement,  dated as January
15, 1998, among the above-named parties (as amended pursuant to an Amendment No.
1 to Credit  Agreement  dated as of October  16,  1998,  and as further  amended
pursuant to an Amendment No. 2 to Credit  Agreement  dated as of March 10, 2000,
hereinafter referred to herein as the "Credit Agreement"), to which said parties
have agreed.

WHEREAS, LCGI, as Borrowers' Representative, has notified the U.S. Agent that it
intends to  consummate a  transaction  in which GIH would sell all of the issued
and outstanding  capital stock of certain of its subsidiaries and LII would sell
all  of  the  issued  and   outstanding   capital  stock  of  GIH  (the  "Jacobs
Transaction"),  pursuant  to a Stock  Purchase  Agreement  dated as of April 28,
2001, by and among LCGI,  LII and GIH, on the one hand,  and Jacobs  Engineering
Group Inc., Jacobs  Engineering,  Inc., Jacobs Engineering UK Limited and Jacobs
Engineering France SAS, on the other hand; and

WHEREAS,  pursuant  to  Sections  8.2  and  8.3 of  the  Credit  Agreement,  the
consummation of the Jacobs Transaction  requires the consent of the Lenders, and
the Lenders desire to consent thereto and to further amend the Credit Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.  DEFINITIONS.  Capitalized  terms used herein,  but not  otherwise  expressly
defined  herein,  shall  have the  meanings  given to such  terms in the  Credit
Agreement.

2.  CONSENT TO JACOBS  TRANSACTION.  Upon receipt by BOAL of all amounts owed by
International Borrower under the Credit Agreement, Lenders hereby consent to the
Jacobs  Transaction,  and hereby waive any defaults  under the Credit  Agreement
that would otherwise  result from the  consummation  of the Jacobs  Transaction,
including any defaults that would arise under Sections 8.1 and 8.2 thereof.

3.       AMENDMENTS TO CREDIT AGREEMENT.

(a) Definition of  "Borrower".  The definition of "Borrower" in Article I of the
Credit Agreement is hereby amended to read in its entirety as follows:

" 'Borrower' shall mean U.S. Borrower";

and all references to  "Borrowers" in the Credit  Agreement are hereby deemed to
be references to "Borrower."

(b) International  Facility.  Effective immediately upon the consummation of the
Jacobs Transaction, Sections 2.1(b), 2.2(b) and 2.18 of the Credit Agreement are
hereby deleted from the Credit Agreement in their entirety.

4.  RELEASE  FROM  OBLIGATIONS  AND  LIENS.   Effective   immediately  upon  the
consummation  of  the  Jacobs  Transaction,   the  Lenders  hereby  release  the
International  Borrower,  GHL and GIH, and all of their  Subsidiaries,  from all
Obligations under the Credit Agreement and the other Loan Documents, and release
all Liens  granted  by  International  Borrower,  GHL and GIH,  and all of their
Subsidiaries, under any of the Loan Documents.

5. TERMINATION OF CERTAIN  AGREEMENTS.  The parties hereby acknowledge and agree
that the  following  documents  shall be  cancelled  and  terminated,  effective
immediately upon the consummation of the Jacobs Transaction:

(a) Revolving Pound Loan Note dated January 15, 1998,  granted by  International
Borrower in favor of BOAL in the  original  principal  amount of Eleven  Million
Pounds Sterling (f11,000,000);

(b) Security Agreement dated as of January 15, 1998, made by GIH in favor of BOA
(as successor to Bank of America,  FSB) and granting to BOA a security  interest
in GIH's Collateral (as defined therein);

(c) Debenture dated January 15, 1998, made by International Borrower in favor of
BOAL  and  granting  to  BOAL a  fixed  and  floating  charge  on  International
Borrower's Assets (as defined therein);

(d)  Pledge  Agreement  dated as of  January  15,  1998,  between  GHL and BOAL,
pursuant to which GHL pledged 2,217,800 shares of capital stock of International
Borrower to BOAL;

(e)  Pledge  Agreement  dated as of  January  15,  1998,  between  GIH and BOAL,
pursuant to which GIH pledged 2,217,800 shares of capital stock of GHL to BOAL;

(f) Pledge  Agreement  dated as of January  15,  1998,  between  LII and BOA (as
successor to Bank of America,  FSB),  pursuant to which LII pledged 1,000 shares
of capital stock of GIH to BOA;

(g) each of the  intercompany  notes  dated  February  7, 1997 in the  principal
amount of  $57,700,000  and issued in favor of LCGI by GIH,  GHL,  International
Borrower and Hill-Kaplan-Scott Law Gibb (Pty) Ltd.;

(h) each of the  intercompany  notes  dated  February  7, 1997 in the  principal
amount of $57,700,000 and issued in favor of Law  Engineering and  Environmental
Services,  Inc., a wholly-owned subsidary of LCGI, by International Borrower and
Gibb Anglian Ltd.;

(i) each of the  intercompany  notes  dated  February  7, 1997 in the  principal
amount of  $57,700,000  and  issued in favor of LII by GIH,  GHL,  International
Borrower and Hill-Kaplan-Scott Law Gibb (Pty) Ltd.;

(j) Collateral  Assignment of  Intercompany  Notes dated as of January 15, 1998,
granted by GIH in favor of BOA (as successor to Bank of America, FSB);

(k) Collateral  Assignment of  Intercompany  Notes dated as of January 15, 1998,
granted by GHL in favor of BOA (as successor to Bank of America, FSB); and

(l) Collateral  Assignment of  Intercompany  Notes dated as of January 15, 1998,
granted  by  International  Borrower  in favor of BOA (as  successor  to Bank of
America, FSB).

In furtherance of the  cancellation  and termination of the foregoing  documents
and the release of the Obligations  and Liens described in Section 4 above,  the
Lenders agree to deliver to LCGI executed UCC-3 termination  statements prepared
by LCGI terminating the UCC-1 financing  statements naming GIH as the debtor and
BOA (as successor to Bank of America,  FSB) as the secured party,  together with
the original stock certificates, promissory notes and intercompany notes pledged
as collateral and security as noted in this Section 5. The Lenders also agree to
execute and deliver to LCGI,  at LCGI's  request and  expense,  such  additional
documents, instruments or agreements (all of which shall be prepared by LCGI) as
LCGI may reasonably request to further evidence the cancellation and termination
of the Obligations and Liens described in Section 4 and the documents  described
in this Section 5.

6.  GENERAL  ACKNOWLEDGEMENT.  Notwithstanding  anything to the contrary in this
Amendment,  the parties acknowledge and agree that the intent of this Amendment,
among other  things,  is to amend the Credit  Agreement  such that GIH,  GHL and
International Borrower are no longer parties thereto and such that International
Borrower may no longer borrow funds pursuant thereto.  Notwithstanding  anything
to the contrary in the Credit Agreement, the parties agree to read and interpret
the amended Credit Agreement, in all respects, to give effect to the foregoing.

7.       MISCELLANEOUS.

(a) Effect of Amendment.  Except as set forth expressly herein, all terms of the
Credit Agreement and the other Loan Documents,  as amended hereby,  shall be and
remain in full force and effect and shall constitute the legal,  valid,  binding
and enforceable  obligations of Obligors. To the extent any terms and conditions
in any of the Loan Documents  shall  contradict or be in conflict with any terms
or conditions of the Credit  Agreement,  after giving effect to this  Amendment,
such terms and conditions are hereby deemed modified and amended  accordingly to
reflect the terms and conditions of the Credit Agreement as modified and amended
hereby.

(b)  Ratification.  Obligors hereby restate,  ratify and reaffirm each and every
term and condition set forth in the Credit Agreement, as amended hereby, and the
Loan Documents, effective as of the date hereof.

(c) Estoppel. Obligors hereby acknowledge and agree that, as of the date hereof,
and after giving  effect to this  Amendment,  no Default or Event of Default has
occurred and is continuing.

(d) Governing  Law. This  Amendment  shall be governed by Georgia law, and shall
constitute a Loan Document.

(e) Costs and Expense.  Obligors agree to pay all reasonable  costs and expenses
of Lenders,  Issuers and Agents  incurred in  connection  with the  preparation,
execution,  delivery  and  enforcement  of this  Amendment  and all  other  Loan
Documents  executed in connection  herewith,  the closing hereof,  and any other
transactions   contemplated   hereby,   including   the   reasonable   fees  and
out-of-pocket expenses of counsel.

(f)  Counterparts.  This  Amendment  may be  executed  in any number of separate
counterparts,  each of which, when so executed, shall be deemed an original, and
all of said  counterparts  taken  together shall be deemed to constitute but one
and the same instrument.

                     (Signatures appear on following pages.)
<PAGE>


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


U.S. Agent:                       BANK OF AMERICA, N.A.,            (SEAL)
                                  as successor to Bank of America, FSB

                                  By:_______________________________________
                                  Title: _____________________________________


U.S. Lender:                      BANK OF AMERICA, N.A.             (SEAL)
                                  as successor to Bank of America, FSB


                                  By:_______________________________________
                                  Title: _____________________________________


International Lender:             BANK OF AMERICA, N.A.,            (SEAL)
                                  successor to Bank of America National Trust
                                  and Savings Association

                                  By:_______________________________________
                                  Title: _____________________________________


International Agent:              BANK OF AMERICA, N.A.,            (SEAL)
                                  successor to Bank of America National Trust
                                  and Savings Association


                                  By:_______________________________________
                                  Title: _____________________________________


Issuing Bank (International):     BANK OF AMERICA, N.A.,             (SEAL)
                                  successor to Bank of America National Trust
                                  and Savings Association


                                  By:_______________________________________
                                  Title: _____________________________________


Overdraft Bank:                   BANK OF AMERICA, N.A.,             (SEAL)
                                  successor to Bank of America National Trust
                                  and Savings Association


                                  By:_______________________________________
                                  Title: _____________________________________


Issuing Bank (U.S.):              BANK OF AMERICA, N.A.,             (SEAL)
                                  as successor to Bank of America National Trust
                                  and Savings Association

                                  By:_______________________________________
                                  Title: _____________________________________


Borrowers' Representative and     LAWGIBB GROUP, INC.,               (SEAL)
Guarantor:                        f/k/a Law Companies Group, Inc.

                                  By:_______________________________________
                                  Title: _____________________________________


Borrowers:                        LAW ENGINEERING AND ENVIRONMENTAL
                                  SERVICES, INC.                      (SEAL)

                                  By:_______________________________________
                                  Title: _____________________________________

                                  Attest:____________________________________
                                  Title:_____________________________________

                                  GIBB LTD.                           (SEAL)

                                  By:______________________________________
                                  Title: ____________________________________
                                  Attest: ___________________________________
                                  Title: ____________________________________


Guarantors:                       LAW ENVIRONMENTAL CONSULTANTS, INC.  (SEAL)


                                  By:___________________________________________
                                  Title: _______________________________________


                                  LAW INTERNATIONAL, INC.              (SEAL)


                                  By:___________________________________________
                                  Title: _______________________________________


                                  GIBB INTERNATIONAL HOLDINGS, INC.    (SEAL)


                                  By:___________________________________________
                                  Title: _______________________________________


                                  GIBB HOLDINGS LTD.                   (SEAL)

                                  By:___________________________________________
                                  Title: _______________________________________





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