FIRST AMENDMENT TO

                        MANAGEMENT AND SERVICES AGREEMENT




         THIS  FIRST  AMENDMENT   (this  "First   Amendment")  to  that  certain
Management  and Services  Agreement by and between HLM DESIGN,  INC., a Delaware
corporation  ("Design") and HLM DESIGN OF THE SOUTHEAST,  P.C., a North Carolina
corporation  formerly  known as HLM of North  Carolina,  P.C.  ("HLM")  as dated
effective May 29, 1997 (the "Agreement") is hereby executed and agreed to by the
undersigned. In recognition of the fact that the purpose of this First Amendment
is to revise the Section of the Agreement subject hereto to reflect the original
intent of the parties, this First Amendment shall be effective  retroactively as
of May 29, 1997.

         Section 13.e. of the Agreement is hereby amended and restated
to read in its entirety as follows:

         Assignability.  Design  may assign  this  Agreement,  and/or  transfer,
         assign  or  delegate  any  or  all  of  its  rights,   obligations  and
         responsibilities under this Agreement, without the consent of HLM. This
         Agreement is not  transferrable  or assignable by HLM without the prior
         written consent of Design.

         All other  provisions of the Agreement  shall remain  unmodified and in
full force and effect.







         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their duly  authorized  representatives,  effective  as of the
date set forth above.


                                         HLM DESIGN, INC.



                                         By: /s/ (illegible signature)
                                            ----------------------------------






                                         HLM DESIGN OF THE SOUTHEAST, P.C.,
                                         F/K/A HLM OF NORTH CAROLINA, P.C.



                                         By: /s/ (illegible signature)
                                            ----------------------------------