SECOND AMENDMENT TO AGREEMENT



         Reference is made to the Third Amended and Restated Credit Agreement

dated as of June 21, 2001, among the FirstService Corporation, as Canadian

Borrower and FirstService (USA), Inc. and FirstService Delaware, LP ("FSLP"), as

U.S. Borrowers (collectively, the "Borrowers"), the wholly-owned subsidiaries

named on the execution pages thereof, as unlimited guarantors (the

"Guarantors"), the banks named on the execution pages thereof, as lenders (the

"Lenders"), Bank One, N.A., as Syndication Agent, The Toronto-Dominion Bank, as

Collateral Agent and Canadian Administration Agent, and Toronto Dominion (Texas)

Inc., as U.S. Administration Agent, as amended by a First Amendment to Agreement

dated as of ___________, 2003 (as the same may be further amended, supplemented,

revised, replaced or restated from time to time) (the "Agreement").



         THIS SECOND AMENDMENT TO AGREEMENT is executed as of the 29th day of

September, 2003 (the "Amendment Date"), by the Borrowers, the Guarantors and the

Collateral Agent.



         Capitalized terms referred to and not defined herein shall have the

meanings ascribed thereto in the Agreement.



         At the request of the Borrowers, the Collateral Agent has agreed,

subject to Majority Lender consent, to amend certain provisions of the Agreement

and to consent to the waiver of certain provisions thereof, but only to the

extent and subject to the limitations set forth herein.



         NOW THEREFORE, for good and valuable consideration, the sufficiency of

which is hereby acknowledged, the parties hereby agree as follows:



1.       WAIVER AND CONSENT



         Subject to Section [8] hereof, the Collateral Agent hereby waives the

restrictions and provides the consents required pursuant to Subsections 8.2(m)

and 8.2(q) of the Agreement (as applicable) in respect of the incurrence of

further debt by the Canadian Borrower and FSLP and the granting of guarantees

and Security by such parties and, among others, their Subsidiaries, in respect

of the proposed financing in favour of the Canadian Borrower and FSLP by certain

purchasers (the "2003 Noteholders") listed on Schedule A to a Note a Guarantee

Agreement (the "2003 Note Purchase Agreement") dated as of September 29, 2003

providing, among other things, for the issuance and sale by FSLP to the 2003

Noteholders of U.S.$50,000,000 aggregate principal amount of FSLP's 6.40%

Guaranteed Senior Secured Notes due 2015 (the "2003 Notes") having the benefit

of the Guarantees executed and delivered by the Canadian Borrower with respect

to the 2003 Note Purchase Agreement and the 2003 Notes.





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                                      -2-





2.   AMENDMENT



     Effective as of the Amendment Date:



     (a)  Section 1.1 to the Agreement is hereby amended by:



          (i)  deleting the reference to "U.S.$100,000,000" in the last line of

               the definition of "Secured Hedging Agreements" and substituting

               "U.S.$150,000,000" therefor;



          (ii) deleting the reference to "U.S.$140,000,000" in the third line of

               the definition of "Total Commitments" and substituting

               "U.S.$90,000,000" therefor;



          (iii)deleting the reference to "U.S.$100,000,000" in the first line of

               the definition of "Total U.S. Commitments" and substituting

               "U.S.$50,000,000" therefor; and



          (iv) deleting the reference to "U.S.$96,000,000" in the second line of

               the definition of "U.S. Revolving Facility Commitment" and

               substituting "U.S.$46,000,000" therefor;



     (b)  Section 8.2(n)(ii)(I) of the Agreement is hereby amended by adding the

          following immediately after the reference to "the Note Purchase

          Agreement" therein:



               "and the Note and Guarantee Agreement dated as of September 29,

                2003, between, amongst others, the Canadian Borrower and the

                purchasers listed therein (the "2003 Note Purchase

                Agreement");



     (c)  Section 8.2(n)(ii)(J) of the Agreement is hereby amended by adding

          "and the 2003 Note Purchase Agreement" immediately after the reference

          to "the Note Purchase Agreement" in the third line thereof;



     (d)  Section 9.1(j) of the Agreement is hereby amended by adding the

          following at the end thereof:



                 "or an Event of Default (as defined in the 2003 Note

                  Purchase Agreement) shall have occurred and be

                  continuing under the 2003 Note Purchase Agreement";



     (e)  The execution pages of each of the U.S. Lenders to the Agreement, are

          hereby amended by deleting the Total Commitment amounts set out

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