SECOND MODIFICATION IN TERMS AGREEMENT

EXHIBIT 10(u)

SECOND MODIFICATION IN TERMS AGREEMENT

THIS SECOND MODIFICATION IN TERMS AGREEMENT (the “Modification”), dated as of August 6, 2004 (the “Effective Date”), is entered into by and among MPW Industrial Services Group, Inc. (“MPW Group”), each of the Subsidiaries of MPW Group listed on the Schedule of Subsidiary Borrowers attached hereto, the Lenders listed on the signature pages of this Modification, and Bank One, NA, [Main Office Columbus], as Administrative Agent and LC Issuer.

Background Information

A. Borrowers, Lenders, Administrative Agent and LC Issuer entered into a certain Credit Agreement, dated as of June 18, 2002, as amended by a Modification In Terms Agreement, dated as of April 27, 2004 (such credit agreement, as so amended, the “Agreement”).

B. Lenders have (i) agreed to extend Revolving Loans to Borrowers in the maximum principal amount of $35,000,000, and (ii) extended Term Loans to Borrowers in the original principal amount of $6,000,000, pursuant to the Agreement.

C. Borrowers have requested that (i) the Facility Termination Date (which is the termination date of the Commitments of the Lenders to extend Revolving Loans to Borrowers) be extended from June 15, 2005 to July 1, 2005, and (ii) the Term Loan Maturity Date be extended from June 15, 2005 to July 1, 2005, and the Lenders are willing to consent to the same, pursuant to the terms and conditions as set forth herein.

Provisions

NOW, THEREFORE, in consideration of their mutual agreements hereunder and under the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowers, Lenders and LC Issuer hereby agree as follows:

1. Capitalized Terms. Except as otherwise defined herein, the capitalized terms used herein shall have the same meanings as set forth in the Agreement.

2. Modification of Terms.

(a) The Facility Termination Date shall be extended from June 15, 2005 to July 1, 2005, and in that connection the definition of “Facility Termination Date” set forth in Article I of the Agreement is hereby amended in its entirety to provide as follows:

““Facility Termination Date” means July 1, 2005 or any later date as may be specified as the Facility Termination Date in accordance with Section 2.20 or any earlier date on which the Aggregate Revolving Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.”

(b) The Term Loan Maturity Date shall be extended from June 15, 2005 to July 1, 2005, and in that connection the definition of “Term Loan Maturity Date” set forth in Article I of the Agreement is hereby amended in its entirety to provide as follows:

““Term Loan Maturity Date” means July 1, 2005.”

(c) The quarterly principal installment payable on June 30, 2005 with respect to the Term Loans shall not be required because of such extension of the Term Loan Extension Date, and in that connection Section 2.3(ii) of the Agreement is hereby amended in its entirety to provide as follows:

“(ii) The principal of Term Loans shall be payable in installments of $300,000 each, which shall be due and payable on each Payment Date (but excluding June 30, 2005), commencing with the first such date to occur after the date of this Agreement, and all remaining outstanding principal of the Term Loans shall be due and payable on the Term Loan Maturity Date.”

3. Conditions to Lender’s Obligations. The agreement of Lenders and LC Issuer to enter into this Modification, and for Lenders and LC Issuer to be bound by the terms hereof, are subject to the satisfaction of the following conditions precedent:

(a) Delivery of Documents. On or prior to the Effective Date, Administrative Agent shall have received such certificates, documents and other items as Administrative Agent, in its reasonable discretion, deems necessary or desirable.

(b) Representations and Warranties. The representations and warranties made by Borrowers in this Modification shall be true and correct in all material respects as of the date of this Modification.

4. Exhibits and Schedules. Each Borrower confirms and warrants that the information set forth in all schedules and exhibits to the Agreement is true, accurate and complete as of the date hereof.

5. Representations and Warranties; No Defaults. Each Borrower hereby represents and warrants to Lenders, LC Issuer and Administrative Agent that the following are true and correct as of the date of this Modification:

(a) the representations and warranties of each Borrower contained in the Agreement are true and correct on and as of the date of this Modification as if made on and as of such date, unless stated to relate to a specific earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date;

(b) all financial statements and information of Borrowers provided to Administrative Agent and Lenders are true, accurate and complete in all material respects as of the date of, and for the periods covered by, such financial statements and information;

(c) neither this Modification nor any other document, certificate or written statement furnished to Administrative Agent and/or Lenders or to special counsel to Administrative Agent by or on behalf of any Borrower in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading;

(d) each Borrower has full power and authority (i) to execute, deliver and perform this Modification, and (ii) to incur the obligations provided for herein and therein, all of which have been duly authorized by all necessary and proper action by each Borrower;

(e) no consent, waiver or authorization of, or filing with, any person, entity or governmental authority is required to be made or obtained by any Borrower in connection with the execution, delivery, performance, validity or enforceability of this Modification;

(f) this Modification constitutes the legal, valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms;

(g) giving effect to the changes to the Agreement contemplated by this Modification, no Unmatured Default nor Default has occurred and is continuing;