fairness opinion prepared for:



                                   JOULE, INC



     Presented to: The Special Committee of the Board of Directors of Joule



                                                                  March 19, 2004



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TABLE OF CONTENTS



        I.      Introduction



        II.     Scope of Our Analysis



        III.    Transaction Summary



        IV.     Overview of Joule, Inc.



        V.      Offer Analysis



                Appendix A: Opinion Letter



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INTRODUCTION



.    Updata Capital, Inc. ("Updata" or "Updata Capital") has been retained by

     the Special Committee of the Board of Directors of Joule, Inc. (the

     "Special Committee") to act as the Special Committee's financial advisor in

     connection with the Agreement and Plan of Merger dated March XX, 2004,

     pursuant to which JAC shall be merged with and into the Company, the

     separate corporate existence of JAC shall cease and the Company shall

     continue as the surviving corporation. JAC is owned by Emanuel N.

     Logothetis, Chairman of the Board and Chief Executive Officer of Joule

     Inc., his sons, Nick M. Logothetis and Steven Logothetis, both of whom are

     directors of Joule, his wife, Helen Logothetis, his daughter, Julie

     Logothetis, and John G. Wellman, Jr., President and Chief Operating Officer

     of Joule.



.    This document is meant solely to assist the Special Committee in its

     evaluation of the Transaction. At no time does Updata seek to advise the

     Special Committee on a course of action regarding this Transaction.

     Further, Updata has not been retained to act as Joule's financial advisor

     with respect to the sale of Joule as a whole. Updata has not solicited

     other bids to purchase Joule nor has Updata expressed any opinion as to

     whether any alternative transaction might produce consideration for the

     stockholders in an amount greater than is implied by the Transaction.



.    This document has been prepared solely for the use of the Special Committee

     in connection with its consideration of the Transaction. This document may

     not be reproduced, disseminated, quoted or referred to at any time without

     the prior written consent of Updata Capital.



.    This document is based upon publicly available information and selected

     information provided by the Company's management team. Updata Capital has

     not independently verified any of this information, and has relied on it

     being complete and accurate in all material respects. Updata has not

     obtained an independent appraisal of the Company's assets and liabilities

     but has relied on the assessment of such assets and liabilities as provided

     by the Company's management.



.    The analysis contained herein has been based on general economic, business,

     and market information that could be reasonably evaluated as of the date

     this document was delivered to the Special Committee. Subsequent events

     that could affect the analyses set forth herein may include adverse changes

     in industry performance or fundamental changes to the business, financial

     condition and results of operations of the Company.



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                                                                               3

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                              SCOPE OF OUR ANALYSIS



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SCOPE OF OUR ANALYSIS



Agreement & Plan of Merger:     Reviewed the terms of the most recent draft of

                                the Agreement & Plan of Merger dated March 16,

                                2004 and based our opinion on our understanding

                                that the terms and conditions of the draft

                                reviewed will not materially change.



Financial Due Diligence:        Reviewed the Company's recent SEC filings

                                including but not limited to its Annual Report

                                on Form 10-K for each of the three fiscal years

                                ended September 30, 2003 and the latest Form

                                10-Q dated 12/31/03. Also reviewed certain other

                                historical and current financial data provided

                                by Joule's management including income statement

                                information by business line, projected

                                financial information through FY2005, appraisal

                                of the owned real estate, lease information and

                                revenue by top 10 customers. Also discussed with

                                Company senior management certain internal

                                business, financial and operating information

                                regarding current and forecasted financial

                                information.



Strategic Review:               Participated in certain discussions with Joule's

                                senior management concerning the Company's

                                operational performance and prospects, and

                                strategic rationale for the Transaction.



Comparable Public Companies:    Compared last 12 month ("LTM") and estimated

                                calendar year 2004 revenues and LTM operating

                                cash flow (EBITDA) trading multiples implied by

                                the Merger (evaluated as of March 9th, 2004))

                                with those of other publicly traded

                                multiservices staffing companies we deemed

                                relevant with enterprise values (market values

                                minus cash and equivalents, plus debt) less than

                                $600 million. Also performed the same analysis

                                using publicly traded multi-services staffing

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