Exhibit 10.16

       Third Amendment to Loan and Security Agreement

     This Third Amendment to Loan and Security Agreement
("Amendment") dated as of November 12, 1999 by and among
Fleet Capital Corporation ("Lender"), a Rhode Island
corporation with an office at 200 Glastonbury Boulevard,
Glastonbury, Connecticut 06033, and Rheometric Scientific,
Inc. ("Borrower"), a New Jersey corporation with its chief
executive office and principal place of business at One
Possumtown Road, Piscataway, New Jersey  08854.
                         Background

     A.   On February 23, 1996, Lender entered into a Loan
and Security Agreement (as amended by a certain Amendment to
Loan and Security Agreement dated March 31, 1998 and Second
Amendment to Loan and Security Agreement dated February 19,
1999, the "Loan Agreement") with Borrower and, in connection
therewith, Borrower executed and delivered certain other
documents and instruments (together with the Loan Agreement,
the "Loan Documents").

     2.   The parties desire to further amend the Loan
Agreement in the manner hereinafter set forth.

     3.   Capitalized terms used herein which are not
defined herein shall have the meanings given thereto in the
Loan Agreement.

     NOW THEREFORE, intending to be legally bound, the
     parties agree as follows:
     1.   Extension of Revolving Credit Facility.  The
Revolving Credit Facility shall be extended to and terminate
as of November 30, 2000  with no further extension of any
kind (under any automatic renewal feature or otherwise)
absent the further written approval of Lender (subject to
its sole and absolute discretion).

     2.   Letter of Credit.  The parties acknowledge and
agree that no Letters of Credit or LC Guaranties are
currently outstanding and that Lender has no obligation or
duty and has made no undertaking or commitment to issue any
additional letter of credit or guaranty any letter of credit
or reinstate, extend or renew any Letter of Credit or LC
Guaranty previously issued.

     3.   Facility Limit.  As of the date hereof, the
Facility Limit (presently at $10,000,000) shall be
permanently reduced to $6,500,000.

     4.   Inventory Sublimit.  As of the opening of business
on Wednesday (or, if not a Business Day, on the first
Business Day thereafter) of each week, the sublimit on
inventory advances referred to in subsection (b)(ii)(A) of
the definition of "Borrowing Base" in the Loan Agreement
(which sublimit is presently at $3,875,000) will continue to
be permanently and automatically decreased by $25,000.


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     5.   Advances Rates.  Each of the respective advance
rates contained in subsections (b)(i) and (b)(ii)(B) of the
definition of "Borrowing Base" in the Loan Agreement will be
permanently and automatically reduced (a) by eight (8)
percentage points on February 28, 2000 and (b) by two (2)
percentage points on the last day of each succeeding
calendar month.  The parties acknowledge that the existing
advance rate under subsection (b)(i) is 69%, under
subsection (b)(ii)(B)(I) is 84% and under subsections
(b)(ii)(B)(II) and (III) is 34%.

     6.   Reserves.  Independent of any other reserve which
may exist, for any reason, at any time, the existing reserve
of $442,000 in the Borrowing Base (previously created in
conjunction with the German Credit) shall continue in effect
as a continuing protection to Lender (notwithstanding the
draw on the German Credit) in view of Lender's
accommodations and agreements hereunder.

     7.   Extension Fee.  In consideration of Lender's
agreements and undertakings hereunder, Lender has earned and
Borrower shall unconditionally owe to Lender a non-
refundable renewal fee of $1,000 per day for each day
commencing November 1, 1999 through the date on which full
payment of the Obligations is received by Lender (payment of
such fees to be made on such days as Lender may from time to
time determine and may, at Lender's option, be obtained by
Lender's charging Borrower's loan account).

     8.   Financial Covenants.  Section 9.3 of the Loan
Agreement is modified as follows:

          (a)  Subsection (B) modified to provide that
compliance with the Adjusted Tangible Net Worth covenant
will hereafter be measured on a quarterly basis, commencing
on December 31, 1999 and continuing on the last day of each
quarter thereafter.

          (b)  Subsection (C) is modified to provide that
the minimum Cash Flow requirement as of December 31, 1999
shall be $400,000 (measured for the three month period
ending on such date), as of March 31, 2000 shall be $450,000
(measured for the six month period ending on such date), as
of June 30, 2000 shall be $700,000 (measured for the nine
month period ending on such date), and as of September 30,
2000 shall be $850,000 (measured for the twelve month period
ending on such date).

          (c)  Each of Subsection (B) and (C) are modified
so that in measuring, respectively, Adjusted Tangible Net
Worth and Cash Flow, accrued and unpaid interest under the
Axess Notes (as defined in the Subordination Agreement of
February 23, 1996 between Axess Corporation, Lender and
Borrower) will be added back to the calculation.

     9.   Reimbursement of Expenses.  Borrower shall, upon
Lender's demand, reimburse Lender for all reasonable costs
and expenses (including, without limitation, reasonable
attorneys' fees) incurred by Lender in the analysis,
preparation and negotiation of this Amendment.

     10.  Reaffirmation.  This Amendment is deemed
incorporated into the Loan Agreement.  Borrower hereby
confirms that except to the extent set forth above, the Loan

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Agreement and other Loan Documents will remain unchanged and
in full force and effect.   Borrower hereby ratifies and
reaffirms all of its obligations thereunder and agrees that
all Collateral, liens, and security interests at any time
granted by Borrower to Lender shall continue unimpaired and
in full force and effect and shall continue to cover and
secure all Obligations.  In consideration of Lender's
undertakings herein, Borrower hereby releases, remises and
forever discharges (and agrees never to assert, defend or
counterclaim against) Lender, its agents, representatives,
employees, successors and assigns, whether such persons are
known or unknown, from all actions, suits, claims,
covenants, judgments, liabilities, rights, setoffs, demands
and defenses of every kind and nature whether now known or
unknown or now or hereafter existing or arising, at law or
in equity, which Borrower now has, arising from or related
to any act or omission by Lender or any such agents,
representatives, employees, successors or assigns through
the date hereof in connection with the consideration,
negotiation, consummation, administration and/or enforcement
of the Loans and/or the Loan Documents, including this
Amendment.

     11.  Representations.  The Borrower hereby represents
and warrants that (a) no Default or Event of Default is
outstanding under the Loan Agreement, (b) this Amendment has
been duly authorized, executed and delivered by and
constitutes the legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms.

     12.  Counterparts.  This Amendment may be executed in
any number of counterparts, each of which so executed shall
be deemed to be an original, and such counterparts together
shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their duly
authorized officers as of the day and year first above
written.

ATTEST:                                 Rheometric Scientific, Inc.


                                        By:    /s/ Joseph Musanti
Secretary                               Title:  V.P. Finance


                                        Fleet Capital Corporation


                                        By:  /s/ John W.Staneski
                                        Title: V.P.

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