FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT  AGREEMENT  (this  "Agreement") is made this
22nd day of  March,  2000,  by and  among  ARGUSS  HOLDINGS,  INC.,  a  Delaware
corporation  with  its  principal  office  at  One  Church  Street,  Suite  302,
Rockville,  Maryland 20850 (the "Borrower"), each of the Lenders named herein on
the signature  pages hereof (the "Lenders" and each  individually,  a "Lender"),
BANK OF AMERICA,  N.A., a national banking  association  (successor by merger to
NationsBank,  N.A.),  as agent for the Lenders (in such capacity,  the "Agent"),
and  BANC  OF  AMERICA  SECURITIES  LLC  (successor  by  merger  to  NationsBanc
Montgomery Securities LLC) ("BAS"), as the Syndication agent and arranger.

     A. The  Borrower,  the  Lenders,  the Agent and BAS are parties to a Credit
Agreement  dated as of March 19,  1999 (said  Credit  Agreement,  as  thereafter
amended from time to time, the "Credit  Agreement") All  capitalized  terms used
herein and not  otherwise  defined have the meanings  given to such terms in the
Credit Agreement.

     B. The  Borrower  has  requested  that the  Lenders  increase  the  maximum
principal  amount  available  under the  Revolving  Loans from  Seventy  Million
Dollars  ($70,000,000) to One Hundred Twenty Million Dollars  ($120,000,000) and
that the Lenders,  the Agent and BAS amend the Credit  Agreement to reflect such
increase  and  make  such  other  amendments  to the  Credit  Agreement  as more
particularly  described herein, and the Lenders,  the Agent and BAS have agreed,
on the condition, among others, that this Agreement be executed and delivered by
the Borrower.



<PAGE>


     NOW THEREFORE,  in  consideration  of the premises,  the mutual  agreements
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  the Borrower,  the Lenders,  the
Agent and BAS hereby agree as follows:

     1.  RECITALS.  The  parties  hereto  acknowledge  and agree  that the above
Recitals are true and correct in all respect and that the same are  incorporated
herein and made a part hereof by reference.

     2.  DEFINITIONS.  From and after the effective  date hereof,  the following
definitions set forth in Section 1.1 of the Credit  Agreement are hereby amended
and restated in their entirety as follows:

          "Aggregate  Revolving  Commitments"  means  the  sum of the  Revolving
     Commitments, which is, One Hundred Twenty Million Dollars ($120,000,000).

          "Applicable  Lending Office" means,  for each Lender and for each Type
     of Loan,  the  "Lending  Office" of such Lender (or of an Affiliate of such
     Lender) designated for such Type of Loan on Schedule A-1 attached hereto or
     such other  office of such Lender (or an  Affiliate of such Lender) as such
     Lender  may from time to time  specify  to the Agent  and the  Borrower  by
     written  notice in accordance  with the terms hereof as the office by which
     its Loans of such Type are to be made and maintained.

          "Commitment"  means  each  Lender's  individual   obligation  to  make
     Revolving  Loans and the Term Loan in a principal  amount not to exceed the
     dollar amounts shown opposite its name on Schedule A-1 attached hereto,  as
     such amount may be reduced from time to time pursuant to Sections 2.7, 2.13
     and 11.3(a).

          "Revolving  Commitment  Percentage"  means  the  percentage  that  the
     Revolving  Commitment  of each  Lender  bears  to the  Aggregate  Revolving
     Commitments,  which percentage is shown opposite the name of such Lender on
     Schedule A-1 attached hereto,  as such percentage may be adjusted from time
     to time as provided in Sections 2.13 and 11.3(a).

          "Term  Commitment  Percentage"  means  the  percentage  that  the Term
     Commitment of each Lender bears to the Aggregate  Term  Commitments,  which
     percentage  is shown  opposite  the name of such  Lender  on  Schedule  A-1
     attached  hereto,  as such  percentage may be adjusted from time to time as
     provided in Section 11.3(a).



                                       2
<PAGE>


     3. NOTICES.  From and after the effective date hereof,  any notice required
to be given to any Lender  pursuant  to the Credit  Agreement  shall be given to
such  Lender at the address set forth on  Schedule  A-1  attached  hereto as the
Address for Notices for such Lender.

     4. PERMITTED ACQUISITIONS. From and after the effective date hereof Section
2.5(a)(vi)  of the  Credit  Agreement  is hereby  amended  and  restated  in its
entirety as follows:

                    (vi) The  Permitted  Acquisition  Price shall not (A) exceed
     twenty five percent (25%) of the Borrower's Consolidated Net Worth as shown
     on the most recent  Financial  Statements  required to be  delivered to the
     Lenders  pursuant  to Sections  6.1(a) and (b), or (B) cause the  aggregate
     Permitted  Acquisition Price for all such Acquisitions to exceed the lesser
     of (aa) Fifty Million Dollars ($50,000,000) in any twelve (12) month period
     (excluding the Permitted  Acquisition Price of any such Acquisitions  which
     are expressly approved by the Required Lenders during such period), or (bb)
     fifty percent (50%) of the Borrower's  Consolidated Net Worth in any fiscal
     year as  shown on the  most  recent  Financial  Statements  required  to be
     delivered to the Lenders  pursuant to Sections  6.1(a) and (b). The parties
     hereto  acknowledge that for purposes of subparagraph B(aa) above, the date
     of this  Agreement  shall  constitute  the  beginning of a new twelve month
     period and no previous  Acquisitions shall be counted towards the limit set
     forth in subparagraph B(aa) above.

     5. FUNDED DEBT.  From and after the effective  date hereof,  Section 7.1 of
the Credit Agreement is hereby amended and restated in its entirety as follows:

          Section 7.1 FUNDED DEBT. Create,  incur,  assume or suffer to exist or
     permit  any  Subsidiary  to  create,  incur,  assume or suffer to exist any
     Funded Debt except:

               (a) Funded Debt of the  Borrower or the  Subsidiaries  under this
     Agreement or the Notes;

               (b) Funded Debt of the Borrower and each Subsidiary  subordinated
     on terms  satisfactory  to the Required  Lenders to the Borrower's and each
     Subsidiary's respective obligations under the Notes and the Loan Documents;

               (c) Funded Debt of the  Borrower and each  Subsidiary  secured by
     Liens  permitted  by  Section  7.2 (e) not to exceed  One  Million  Dollars
     ($1,000,000) in the aggregate;



                                       3
<PAGE>


               (d) Funded Debt or other obligations  incurred in connection with
     Earn Out Provisions;

               (e) Funded Debt incurred in  connection  with  Capitalized  Lease
     Obligations,  but not to exceed Two Million Five Hundred  Thousand  Dollars
     ($2,500,000) in the aggregate;

               (f) Funded Debt secured by one or more  mortgage(s) or deed(s) of
     trust on real  property of the Borrower or any  Subsidiary in an amount not
     to exceed Five Million Dollars ($5,000,000) in the aggregate;

               (g) Funded Debt listed on SCHEDULE 7.1 attached hereto;

               (h) Up to Five Million  Dollars  ($5,000,000) in the aggregate of
     any  Funded  Debt  (other  than the Funded  Debt  referred  to in  Sections
     7.1(a)-(g) above) assumed in connection with any Permitted  Acquisition and
     which has been or will be,  paid or  refinanced  within six (6) months from
     the date of the closing of the Permitted Acquisition by a Revolving Loan;

               (i) Additional Funded Debt, including,  but not limited to Funded
     Debt incurred by the Borrower arising out of any swap agreement (as defined
     in 11 U.S.C.  101) or under any  foreign  exchange  contracts  on a mark to
     market  basis,  in an amount when combined with the Funded Debt referred to
     in  Sections  7.1 (b) - (h)  above)  does not exceed  Ten  Million  Dollars
     ($10,000,000) in the aggregate; and

               (j) Funded Debt incurred in connection  with certain  consignment
     Inventory from TCI.

     6. PROPOSED ACQUISITIONS. The parties hereto acknowledge and agree that the
Permitted  Acquisition  Price for the proposed  acquisitions of Precision Valley
Communications Corp., Renegade Construction Corp. and U.S.  Communications Corp.
by an  Acquisition  Company  shall not be  counted  towards  the  limitation  on
Permitted  Acquisition  Price  set forth in  Section  2.4(a)(vi)  of the  Credit
Agreement as amended herein.

     7. EXTENSION OF REVOLVING  COMMITMENT  TERMINATION DATE. The Parties hereto
acknowledge and agree that pursuant to Section 2.13 of the Credit Agreement each
of the Lenders has agreed to extend the Revolving  Commitment  Termination  Date
for an additional term of one (1) year.



                                       4
<PAGE>


     8. LOAN FEE. In  consideration  of the  Lenders'  agreement to increase the
Aggregate Revolving  Commitments,  the Borrower agrees to pay the Lenders at the
time of the execution of this agreement, a loan fee in the amount of One Hundred
Twenty Five Thousand Dollars  ($125,000),  which fee shall be considered  earned
when paid and is not refundable, to be paid to the respective Lenders and in the
amounts set forth in the invitation letter from the Agent to the Borrower.

     9. CONDITIONS PRECEDENT.  This Agreement shall become effective on the date
the Agent receives the following,  each of which shall be  satisfactory  in form
and substance to the Agent, BAS and the Lenders:

        (a) An Amended and Restated  Revolving  Credit Note issued and delivered
by the  Borrower  to Bank of  America,  N.A.  in the form of  EXHIBIT A attached
hereto and  incorporated  herein by  reference,  payable to the order of Bank of
America, N.A. in the maximum principal amount of Thirty Six Million Five Hundred
Thousand Dollars ($36,500,000) (the "Bank of America Replacement Note").

        (b) An Amended and Restated  Revolving  Credit Note issued and delivered
by the  Borrower  to Crestar  Bank in the form of EXHIBIT B attached  hereto and
incorporated  herein by  reference,  payable to the order of Crestar Bank in the
maximum  principal  amount of  Thirteen  Million Two  Hundred  Thousand  Dollars
($13,200,000) (the "Crestar Bank Replacement Note").

        (c) An Amended and Restated  Revolving  Credit Note issued and delivered
by the Borrower to Fleet Bank, N.A. in the form of EXHIBIT C attached hereto and
incorporated  herein by reference,  payable to the order of Fleet Bank,  N.A. in



                                       5
<PAGE>


the maximum  principal  amount of Thirteen  Million Two Hundred Thousand Dollars
($13,200,0000) (the "Fleet Bank Replacement Note").

        (d) An Amended and Restated  Revolving  Credit Note issued and delivered
by the  Borrower  to  Keybank,  National  Association  in the form of  EXHIBIT D
attached hereto and  incorporated  herein by reference,  payable to the order of
Keybank,  National  Association in the maximum  principal  amount of Twenty Four
Million Dollars ($24,000,000) (the "Keybank Replacement Note").

        (e) An Amended and Restated  Revolving  Credit Note issued and delivered
by the  Borrower  to Union  Bank of  California,  N.A.  in the form of EXHIBIT E
attached hereto and  incorporated  herein by reference,  payable to the order of
Union Bank of California, N.A. in the maximum principal amount of Twenty Million
Four Hundred Thousand Dollars ($20,400,000) (the "Union Bank Replacement Note").

        (f) An Amended and Restated  Revolving  Credit Note issued and delivered
by the Borrower to National  City Bank in the form of EXHIBIT F attached  hereto
and incorporated herein by reference, payable to the order of National City Bank
in the maximum principal amount of Twelve Million Seven Hundred Thousand Dollars
($12,700,000) (the "National City Bank Replacement Note").

        (g) Proof that the Borrower has paid all costs and expenses to the Agent
in  connection  with this  Agreement,  including  but not limited to the Agent's
reasonable attorney's fees; and

        (h)  Such   other   information,   instruments,   opinions,   documents,
certificates and reports as the Agent, BAS or the Lenders may deem necessary.



                                       6
<PAGE>


     10. COUNTERPARTS. This Agreement may be executed in any number of duplicate
originals or counterparts, each of which duplicate original or counterpart shall
be deemed to be an original and all taken together shall  constitute one and the
same instrument.

     11. LOAN  DOCUMENTS;  GOVERNING LAW; ETC. This Agreement is one of the Loan
Documents defined in the Credit Agreement and shall be governed and construed in
accordance with the laws of the State of Maryland.  The headings and captions in
this Agreement are for the convenience of the parties only and are not a part of
this Agreement.

     12.  ACKNOWLEDGMENTS.  The  Borrower  hereby  confirms  to the  Agent,  the
Lenders' and BAS the  enforceability and validity of each of the Loan Documents.
In addition,  the Borrower  hereby  agrees to the execution and delivery of this
Agreement and the terms and  provisions,  covenants or  agreements  contained in
this Agreement shall not in any manner release, impair, lessen, modify, waive or
otherwise limit the liability and obligations of the Borrower under the terms of
any of the Loan Documents,  except as otherwise  specifically  set forth in this
Agreement.  The Borrower  issues,  ratifies  and  confirms the  representations,
warranties and covenants contained in the Loan Documents.

     13. MODIFICATIONS. This Agreement may not be supplemented, changed, waived,
discharged,  terminated,  modified  or  amended,  except by  written  instrument
executed by the parties.

     14.  FULL  FORCE AND  EFFECT.  Except as  expressly  set forth  above,  the
provisions of the Credit  Agreement  shall continue in full force and effect and
are hereby  ratified and confirmed.  A default under this  Agreement  shall be a
default under the Credit Agreement.

                         [SIGNATURES BEGIN ON NEXT PAGE]



                                       7
<PAGE>


     IN WITNESS  WHEREOF,  the  Borrower  has caused this  Agreement  to be duly
executed as of the date first above written by its duly  authorized  officer and
the Agent,  BAS and each  Lender  have  caused it to be  executed  by their duly
authorized officers.


WITNESS/ATTEST:                            ARGUSS HOLDINGS, INC.



                                           By /s/ Arthur Trudel
-----------------------------                -------------------------------
                                             Name:   Arthur Trudel
                                             Title:  Chief Financial Officer




                                       8
<PAGE>



WITNESS:                                   BANK OF AMERICA, N.A.
                                            as Agent

                                           By: /s/ Elizabeth P. Shore
-----------------------------                -------------------------------
                                             Name:   Elizabeth P. Shore
                                             Title:  Senior Vice President




                                       9
<PAGE>



WITNESS:                                   BANC OF AMERICA SECURITIES LLC
                                            as syndication agent and arranger


                                           By: /s/ Terrance Katon
-----------------------------                -------------------------------
                                             Name:   Terrance Katon
                                             Title:  Principal





                                       10
<PAGE>



WITNESS:                                   BANK OF AMERICA, N.A.
                                           6610 Rockledge Drive, Suite 300
                                           Bethesda, Maryland  20817


                                           By: /s/ Elizabeth P. Shore
-----------------------------                -------------------------------
                                             Name:   Elizabeth P. Shore
                                             Title:  Senior Vice President





                                       11
<PAGE>



WITNESS:                                   CRESTAR BANK
                                           1445 New York Avenue, N.W.
                                           Washington, D.C.  20005


                                           By: /s/ Diane E. Bauman
-----------------------------                -------------------------------
                                             Name:   Diane E. Bauman
                                             Title:  Vice President





                                       12
<PAGE>



WITNESS:                                   FLEET BANK, N.A.
                                           1185 Avenue of the Americas
                                           New York, New York  10036


                                           By: /s/ Thomas J. Levy
-----------------------------                -------------------------------
                                             Name:   Thomas J. Levy
                                             Title:  Vice President





                                       13
<PAGE>



WITNESS:                                   KEYBANK, NATIONAL ASSOCIATION
                                           1 Canal Plaza
                                           Portland, Maine  04101
                                           By: /s/ Noel B. Graydon
-----------------------------                -------------------------------
                                             Name:   Noel B. Graydon
                                             Title:  Senior Vice President





                                       14
<PAGE>



WITNESS:                                   UNION BANK OF CALIFORNIA, N.A.
                                           445 South Figueroa Street, 18th Floor
                                           Los Angeles, California  90071


                                           By: /s/ J. Scott Jessup
-----------------------------                -------------------------------
                                             Name:   J. Scott Jessup
                                             Title:  Vice President





                                       15
<PAGE>





WITNESS:                                   NATIONAL CITY BANK
                                           1900 East 9th Street, Loc 2077
                                           Cleveland, Ohio  44114


                                           By: /s/ Barry Robinson
-----------------------------                -------------------------------
                                             Name:   Barry Robinson
                                             Title:  Assistant Vice President










                                       16
<PAGE>





                                  SCHEDULE A-1

Type of                                        Amount of            Commitment
 Loan                                          Commitment           Percentage
-------                                        ----------           ----------

Term                                           $9,000,000              30%

Revolving                                     $36,500,000              30.417%



--------------------------

Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans)           BANK OF AMERICA, N.A.
                                          6610 Rockledge Drive, Suite 300
                                          Bethesda, Maryland  20817


Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans)           BANK OF AMERICA, N.A.
                                          6610 Rockledge Drive, Suite 300
                                          Bethesda, Maryland  20817

Address for Notices:                      BANK OF AMERICA, N.A.
                                          6610 Rockledge Drive, Suite 300
                                          Bethesda, Maryland  20817
                                          Attn:  Ms. Maria Manos Reed
                                          Senior Vice President
                                          (301) 493-7072




<PAGE>



Type of                                        Amount of            Commitment
 Loan                                          Commitment           Percentage
-------                                        ----------           ----------

Term                                           $3,300,000              11%

Revolving                                     $13,200,000              11%



--------------------------

Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans)           CRESTAR BANK
                                          1445 New York Avenue, N.W.
                                          Washington, D.C.  20005


Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans)           CRESTAR BANK
                                          1445 New York Avenue, N.W.
                                          Washington, D.C.  20005

Address for Notices:                      CRESTAR BANK
                                          1445 New York Avenue, N.W.
                                          Washington, D.C.  20005
                                          Attn:  Hathi Simmelink
                                          (202) 879-6331




<PAGE>



Type of                                        Amount of            Commitment
 Loan                                          Commitment           Percentage
-------                                        ----------           ----------

Term                                           $3,300,000              11%

Revolving                                     $13,200,000              11%



--------------------------

Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans)           FLEET BANK, N.A.
                                          1185 Avenue of the Americas
                                          New York, New York  10036


Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans)           FLEET BANK, N.A.
                                          1185 Avenue of the Americas
                                          New York, New York  10036

Address for Notices:                      FLEET BANK, N.A.
                                          1185 Avenue of the Americas
                                          New York, New York  10036
                                          Attn:  Ms. Delores Jones
                                          (212) 819-5751




<PAGE>



Type of                                        Amount of            Commitment
 Loan                                          Commitment           Percentage
-------                                        ----------           ----------

Term                                           $6,000,000              20%

Revolving                                     $24,000,000              20%



--------------------------

Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans)           KEYBANK, NATIONAL ASSOCIATION
                                          1 Canal Plaza
                                          Portland, Maine  04101


Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans)           KEYBANK, NATIONAL ASSOCIATION
                                          1 Canal Plaza
                                          Portland, Maine  04101

Address for Notices:                      KEYBANK, NATIONAL ASSOCIATION
                                          1 Canal Plaza
                                          Portland, Maine  04101
                                          Attn:  Ms. Missy Cookson
                                          (207) 874-7021




<PAGE>



Type of                                        Amount of            Commitment
 Loan                                          Commitment           Percentage
-------                                        ----------           ----------

Term                                           $5,100,000              17%

Revolving                                     $20,400,000              17%



--------------------------

Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans)           UNION BANK OF CALIFORNIA, N.A.
                                          445 South Figueroa Street, 18th Floor
                                          Los Angeles, California  90071


Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans)           UNION BANK OF CALIFORNIA, N.A.
                                          445 South Figueroa Street, 18th Floor
                                          Los Angeles, California  90071

Address for Notices:                      UNION BANK OF CALIFORNIA, N.A.
                                          445 South Figueroa Street, 18th Floor
                                          Los Angeles, California  90071
                                          Attn:  Mr. Scott Jessup
                                          (213) 236-4023




<PAGE>



Type of                                        Amount of            Commitment
 Loan                                          Commitment           Percentage
-------                                        ----------           ----------

Term                                           $3,300,000              11%

Revolving                                     $12,700,000              10.583%



--------------------------

Lending Office for Eurodollar Loans:
(Term Loan and Revolving Loans)           NATIONAL CITY BANK
                                          1900 East 9th Street, Loc 2077
                                          Cleveland, Ohio  44114


Lending Office for Base Rate Loans:
(Term Loan and Revolving Loans)           NATIONAL CITY BANK
                                          1900 East 9th Street, Loc 2077
                                          Cleveland, Ohio  44114

Address for Notices:                      NATIONAL CITY BANK
                                          1900 East 9th Street, Loc 2077
                                          Cleveland, Ohio  44114
                                          Attn:  Ms. Kelly Moyer
                                          (216) 575-9322



<PAGE>


                                     CONSENT

     Pursuant to the terms and  provisions  of the attached  First  Amendment to
Credit Agreement (the  "Amendment"),  by and between the Borrower,  the Lender's
named in the signature  pages therein (the  "Lenders"  and each  individually  a
"Lender"),  Bank of America,  N.A.,  as agent for the Lenders (the  "Agent") and
Banc of America  Securities LLC ("BAS"),  as the syndication agent and arranger,
the parties  thereto  have  agreed to modify  certain  provisions  of the Credit
Agreement as set forth therein.  The Lenders, the Agent and BAS have advised the
Borrower and Arguss  Communications Group, Inc., a Delaware corporation ("ACG"),
Arguss Services Corp., a Delaware corporation ("ASC") and Conceptronic,  Inc., a
Delaware corporation ("Conceptronic") (each a "Guarantor" and collectively,  the
"Guarantors")  they would not agree to modify the terms of the Credit  Agreement
without the  Guarantors'  consent and agreement to the matters  hereinbelow  set
forth.

     NOW  THEREFORE,  in  consideration  of, and a material  inducement  to, the
Lenders,  the Agent and BAS modifying the Credit  Agreement,  and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the Guarantors hereby consent and agree as follows:

     1. CONSENT.  The Guarantors expressly hereby consent to the modification of
the  Credit  Agreement  and  hereby  acknowledge  and  consent  to the terms and
provisions of the Amendment.

     2. ACG'S  RATIFICATION  OF  GUARANTY.  ACG hereby  expressly  ratifies  and
reconfirms  all of the terms and provisions of that certain  Guaranty  Agreement
dated as of March 19, 1999 (the "ACG  Guaranty") in favor of the Agent, as agent
for the  Lenders,  and  acknowledges,  approves,  ratifies  and  reconfirms  its
liability as a guarantor of the Guaranteed  Obligations (as such term is defined
in the ACG Guaranty) and further agrees that the Agent's action in requiring its
consent to the  modification  of the Credit  Agreement  shall not  constitute  a
waiver of the Agent's right  pursuant to the terms of the ACG Guaranty or any of
the other Loan  Documents to renew,  extend,  increase the  principal  amount or
otherwise modify the Loans or amend, restate, substitute or otherwise modify the
Credit Agreement or any of the other Loan Documents  without ACG's prior consent
and without affecting ACG's liability therefore.  ACG represents and warrants to
the Agent that it has no  defense  to the  enforcement  of the ACG  Guaranty  in
accordance  with its  terms as  modified  hereby  as it  applies  to the  Credit
Agreement, as amended or any of the Loan Documents.

     3. ASC'S  RATIFICATION  OF  GUARANTY.  ASC hereby  expressly  ratifies  and
reconfirms  all of the terms and provisions of that certain  Guaranty  Agreement
dated as of March 19, 1999 (the "ASC  Guaranty") in favor of the Agent, as agent
for the  Lenders,  and  acknowledges,  approves,  ratifies  and  reconfirms  its
liability as a guarantor of the Guaranteed  Obligations (as such term is defined
in the ASC Guaranty) and further agrees that the Agent's action in requiring its
consent to the  modification  of the Credit  Agreement  shall not  constitute  a
waiver of the Agent's right  pursuant to the terms of the ASC Guaranty or any of



<PAGE>


the other Loan  Documents to renew,  extend,  increase the  principal  amount or
otherwise modify the Loans or amend, restate, substitute or otherwise modify the
Credit Agreement or any of the other Loan Documents  without ASC's prior consent
and without affecting ASC's liability therefore.  ASC represents and warrants to
the Agent that it has no  defense  to the  enforcement  of the ASC  Guaranty  in
accordance  with its  terms as  modified  hereby  as it  applies  to the  Credit
Agreement, as amended or any of the Loan Documents.

     4. CONCEPTRONIC'S  RATIFICATION OF GUARANTY.  Conceptronic hereby expressly
ratifies and reconfirms all of the terms and provisions of that certain Guaranty
Agreement dated as of March 19, 1999 (the  "Conceptronic  Guaranty") in favor of
the Agent, as agent for the Lenders,  and acknowledges,  approves,  ratifies and
reconfirms its liability as a guarantor of the Guaranteed  Obligations  (as such
term is  defined in the  Conceptronic  Guaranty)  and  further  agrees  that the
Agent's  action in  requiring  its  consent  to the  modification  of the Credit
Agreement  shall not  constitute a waiver of the Agent's  right  pursuant to the
terms of the Conceptronic  Guaranty or any of the other Loan Documents to renew,
extend,  increase the principal  amount or otherwise  modify the Loans or amend,
restate, substitute or otherwise modify the Credit Agreement or any of the other
Loan  Documents  without  Conceptronic's  prior  consent and  without  affecting
Conceptronic's liability therefore.  Conceptronic represents and warrants to the
Agent that it has no defense to the enforcement of the Conceptronic  Guaranty in
accordance  with its  terms as  modified  hereby  as it  applies  to the  Credit
Agreement, as amended or any of the Loan Documents.

     5.  APPLICABLE  LAW.  This Consent  shall be governed by, and  construed in
accordance with, the laws of the State of Maryland.

     6. HEADINGS.  The headings used herein are for purposes of convenience only
and should not be used in construing provisions hereof.

     7. DEFINED  TERMS.  All defined  terms used in this Consent and not defined
herein shall have the meaning given to such terms in the Credit Agreement.


                         [SIGNATURES BEGIN ON NEXT PAGE]



<PAGE>


     IN WITNESS WHEREOF,  the undersigned,  intending to be legally bound,  have
caused this Consent to be executed by their duly authorized officers under seal,
on the day and year first written.



WITNESS/ATTEST:                       ARGUSS COMMUNICATIONS GROUP, INC.



                                      By: /s/ Arthur Trudel               (SEAL)
-----------------------------            ---------------------------------
                                         Name:   Arthur Trudel
                                         Title:  Vice President

WITNESS/ATTEST:                       ARGUSS SERVICES CORP.



                                      By: /s/ Arthur Trudel               (SEAL)
-----------------------------            ---------------------------------
                                         Name:   Arthur Trudel
                                         Title:  Vice President


WITNESS/ATTEST:                       CONCEPTRONIC, INC.



                                      By: /s/ Arthur Trudel               (SEAL)
-----------------------------            ---------------------------------
                                         Name:   Arthur Trudel
                                         Title:  Vice President



<PAGE>



                                                                       EXHIBIT A

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE
                   ------------------------------------------

$36,500,000                                                       March 22, 2000

     FOR VALUE RECEIVED,  ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of BANK OF AMERICA,  N.A.  (the  "Lender")  at the office of
BANK OF AMERICA, N.A. (the "Agent"), or at such other place as may be designated
by the Agent, for the account of the Applicable Lending Office of the Lender, in
lawful  money of the United  States of  America,  and in  immediately  available
funds,   (i)  on  each  Interest  Payment  Date,  the  unpaid  principal  amount
outstanding  of each  Eurodollar  Loan  and  each  Base  Rate  Loan  (ii) on the
Revolving  Commitment  Termination Date, the principal sum of Thirty Six Million
Five Hundred Thousand Dollars  ($36,500,000),  or the aggregate unpaid principal
amount  outstanding  of all  Revolving  Loans made by the Lender to the Borrower
pursuant to the Credit  Agreement (as hereinafter  defined),  whichever is less,
and,  prior to maturity,  to pay interest from the date hereof on said principal
sum, or the outstanding  balance  thereof,  whichever is less, in like money and
funds,  at said  office on the date or dates and at the rates or rates  provided
for in the Credit Agreement.

     The Lender has been  authorized  by the  Borrower to record on the SCHEDULE
attached  to this Note the  amount and date of each  Revolving  Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.

     This Note is the Bank of America Replacement Note described in that certain
First  Amendment  to Credit  Agreement of even date  herewith by and among,  the
Borrower,  the Lender, the other Lenders named therein, BAS, and the Agent, (the
"First  Amendment"),  which First Amendment amends that certain Credit Agreement
dated March 19, 1999 by and among the  Borrower,  the Lender,  the other Lenders
named therein, BAS and the Agent (as from time to time may be amended, modified,
supplemented,  renewed or extended the "Credit Agreement"), and this Note is one
of the Revolving  Credit Notes referred to in and entitled to the benefit of the
Credit  Agreement.  Capitalized  terms used herein but not defined  herein shall
have the  meanings  ascribed  to such terms in the Credit  Agreement.  This Note
amends,  restates and  increases in its entirety that certain  Revolving  Credit
Note dated  March 19,  1999 from the  Borrower  to the  Lender,  in the  maximum
principal  amount of Twenty One Million  Dollars  ($21,000,000)  (the  "Original
Note").  It is expressly agreed that the indebtedness  evidenced by the Original
Note has not been  extinguished or discharged by this Note,  provided,  however,
that the full amount due to the Lender  pursuant to the  Original  Note and this
Note combined shall be the amount due to the Lender from the Borrower.



<PAGE>


     Upon the  occurrence  of an Event of  Default,  the  principal  hereof  and
accrued interest hereon may become,  or may be declared to be, forthwith due and
payable in the manner,  upon the conditions and with the effect  provided in the
Credit Agreement.

     In addition and not in limitation  of the foregoing the Borrower  agrees to
pay all reasonable  costs and expenses  incurred in the collection of this Note,
including reasonable  attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.

     Reference is made to Section 2.10 of the Credit  Agreement  for  provisions
relating to the prepayment hereof.

     The  Borrower  hereby  waives  presentment,  demand,  notice  of  dishonor,
protest, and all other notices whatever.

     This Note shall be governed by, and construed in accordance  with, the laws
of the State of Maryland.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.


WITNESS/ATTEST:                       ARGUSS HOLDINGS, INC.



 /s/ Haywood Miller                   By: /s/ Arthur Trudel
-----------------------------            -------------------------------
Haywood Miller, Secretary                Name:   Arthur Trudel
--------------                                   -----------------------
                                         Title:  Chief Financial Officer
                                                 -----------------------



                                      - 2 -


<PAGE>



                        SCHEDULE TO REVOLVING CREDIT NOTE

                 Principal      Type of      Interest Amount &
Date of Loan      Amount         Loan              Period            Date Repaid
------------      ------         -----             ------            -----------


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<PAGE>


                                                                       EXHIBIT B

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE
                   ------------------------------------------

$13,200,000                                                       March 22, 2000

     FOR VALUE RECEIVED,  ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of  CRESTAR  BANK (the  "Lender")  at the  office of BANK OF
AMERICA,  N.A. (the "Agent"), or at such other place as may be designated by the
Agent, for the account of the Applicable Lending Office of the Lender, in lawful
money of the United States of America,  and in immediately  available funds, (i)
on each Interest Payment Date, the unpaid  principal amount  outstanding of each
Eurodollar  Loan  and each  Base  Rate  Loan  (ii) on the  Revolving  Commitment
Termination  Date,  the principal sum of Thirteen  Million Two Hundred  Thousand
Dollars  ($13,200,000),  or the aggregate unpaid principal amount outstanding of
all  Revolving  Loans made by the Lender to the Borrower  pursuant to the Credit
Agreement (as hereinafter  defined),  whichever is less, and, prior to maturity,
to pay interest from the date hereof on said principal  sum, or the  outstanding
balance  thereof,  whichever is less, in like money and funds, at said office on
the  date  or  dates  and at the  rates  or  rates  provided  for in the  Credit
Agreement.

     The Lender has been  authorized  by the  Borrower to record on the SCHEDULE
attached  to this Note the  amount and date of each  Revolving  Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.

     This Note is the Crestar Bank  Replacement  Note  described in that certain
First  Amendment  to Credit  Agreement of even date  herewith by and among,  the
Borrower,  the Lender, the other Lenders named therein, BAS, and the Agent, (the
"First  Amendment"),  which First Amendment amends that certain Credit Agreement
dated March 19, 1999 by and among the  Borrower,  the Lender,  the other Lenders
named therein, BAS and the Agent (as from time to time may be amended, modified,
supplemented,  renewed or extended the "Credit Agreement"), and this Note is one
of the Revolving  Credit Notes referred to in and entitled to the benefit of the
Credit  Agreement.  Capitalized  terms used herein but not defined  herein shall
have the  meanings  ascribed  to such terms in the Credit  Agreement.  This Note
amends,  restates and  increases in its entirety that certain  Revolving  Credit
Note dated  March 19,  1999 from the  Borrower  to the  Lender,  in the  maximum
principal amount of Seven Million Seven Hundred  Thousand  Dollars  ($7,700,000)
(the "Original Note"). It is expressly agreed that the indebtedness evidenced by
the  Original  Note  has not  been  extinguished  or  discharged  by this  Note,
provided,  however,  that the full  amount  due to the  Lender  pursuant  to the
Original Note and this Note combined  shall be the amount due to the Lender from
the Borrower.

     Upon the  occurrence  of an Event of  Default,  the  principal  hereof  and
accrued interest hereon may become,  or may be declared to be, forthwith due and
payable in the manner,  upon the conditions and with the effect  provided in the
Credit Agreement.



<PAGE>


     In addition and not in limitation  of the foregoing the Borrower  agrees to
pay all reasonable  costs and expenses  incurred in the collection of this Note,
including reasonable  attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.

     Reference is made to Section 2.10 of the Credit  Agreement  for  provisions
relating to the prepayment hereof.

     The  Borrower  hereby  waives  presentment,  demand,  notice  of  dishonor,
protest, and all other notices whatever.

     This Note shall be governed by, and construed in accordance  with, the laws
of the State of Maryland.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.

WITNESS/ATTEST:                       ARGUSS HOLDINGS, INC.



 /s/ Haywood Miller                   By: /s/ Arthur Trudel
-----------------------------            -------------------------------
Haywood Miller, Secretary                Name:   Arthur Trudel
--------------                                   -----------------------
                                         Title:  Chief Financial Officer
                                                 -----------------------



                                      - 2 -


<PAGE>



                        SCHEDULE TO REVOLVING CREDIT NOTE

                 Principal      Type of      Interest Amount &
Date of Loan      Amount         Loan              Period            Date Repaid
------------      ------         -----             ------            -----------


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<PAGE>


                                                                       EXHIBIT C

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE
                   ------------------------------------------

$13,200,000                                                       March 22, 2000

     FOR VALUE RECEIVED,  ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of FLEET BANK,  N.A. (the "Lender") at the office of BANK OF
AMERICA,  N.A. (the "Agent"), or at such other place as may be designated by the
Agent, for the account of the Applicable Lending Office of the Lender, in lawful
money of the United States of America,  and in immediately  available funds, (i)
on each Interest Payment Date, the unpaid  principal amount  outstanding of each
Eurodollar  Loan  and each  Base  Rate  Loan  (ii) on the  Revolving  Commitment
Termination  Date,  the principal sum of Thirteen  Million Two Hundred  Thousand
Dollars  ($13,200,000),  or the aggregate unpaid principal amount outstanding of
all  Revolving  Loans made by the Lender to the Borrower  pursuant to the Credit
Agreement (as hereinafter  defined),  whichever is less, and, prior to maturity,
to pay interest from the date hereof on said principal  sum, or the  outstanding
balance  thereof,  whichever is less, in like money and funds, at said office on
the  date  or  dates  and at the  rates  or  rates  provided  for in the  Credit
Agreement.

     The Lender has been  authorized  by the  Borrower to record on the SCHEDULE
attached  to this Note the  amount and date of each  Revolving  Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.

     This Note is the Fleet Bank  Replacement  Note  described  in that  certain
First  Amendment  to Credit  Agreement of even date  herewith by and among,  the
Borrower,  the Lender, the other Lenders named therein, BAS, and the Agent, (the
"First  Amendment"),  which First Amendment amends that certain Credit Agreement
dated March 19, 1999 by and among the  Borrower,  the Lender,  the other Lenders
named therein, BAS and the Agent (as from time to time may be amended, modified,
supplemented,  renewed or extended the "Credit Agreement"), and this Note is one
of the Revolving  Credit Notes referred to in and entitled to the benefit of the
Credit  Agreement.  Capitalized  terms used herein but not defined  herein shall
have the  meanings  ascribed  to such terms in the Credit  Agreement.  This Note
amends,  restates and  increases in its entirety that certain  Revolving  Credit
Note dated  March 19,  1999 from the  Borrower  to the  Lender,  in the  maximum
principal amount of Seven Million Seven Hundred  Thousand  Dollars  ($7,700,000)
(the "Original Note"). It is expressly agreed that the indebtedness evidenced by
the  Original  Note  has not  been  extinguished  or  discharged  by this  Note,
provided,  however,  that the full  amount  due to the  Lender  pursuant  to the
Original Note and this Note combined  shall be the amount due to the Lender from
the Borrower.

     Upon the  occurrence  of an Event of  Default,  the  principal  hereof  and
accrued interest hereon may become,  or may be declared to be, forthwith due and
payable in the manner,  upon the conditions and with the effect  provided in the
Credit Agreement.



<PAGE>


     In addition and not in limitation  of the foregoing the Borrower  agrees to
pay all reasonable  costs and expenses  incurred in the collection of this Note,
including reasonable  attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.

     Reference is made to Section 2.10 of the Credit  Agreement  for  provisions
relating to the prepayment hereof.

     The  Borrower  hereby  waives  presentment,  demand,  notice  of  dishonor,
protest, and all other notices whatever.

     This Note shall be governed by, and construed in accordance  with, the laws
of the State of Maryland.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.

WITNESS/ATTEST:                       ARGUSS HOLDINGS, INC.



 /s/ Haywood Miller                   By: /s/ Arthur Trudel
-----------------------------            -------------------------------
Haywood Miller, Secretary                Name:   Arthur Trudel
--------------                                   -----------------------
                                         Title:  Chief Financial Officer
                                                 -----------------------



                                      - 2 -


<PAGE>



                        SCHEDULE TO REVOLVING CREDIT NOTE

                 Principal      Type of      Interest Amount &
Date of Loan      Amount         Loan              Period            Date Repaid
------------      ------         -----             ------            -----------


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<PAGE>


                                                                       EXHIBIT D

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE
                   ------------------------------------------

$24,000,000                                                       March 22, 2000

     FOR VALUE RECEIVED,  ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of  KEYBANK,  NATIONAL  ASSOCIATION  (the  "Lender")  at the
office of BANK OF AMERICA,  N.A. (the "Agent"), or at such other place as may be
designated by the Agent, for the account of the Applicable Lending Office of the
Lender,  in lawful  money of the United  States of America,  and in  immediately
available  funds, (i) on each Interest Payment Date, the unpaid principal amount
outstanding  of each  Eurodollar  Loan  and  each  Base  Rate  Loan  (ii) on the
Revolving Commitment  Termination Date, the principal sum of Twenty Four Million
Dollars  ($24,000,000),  or the aggregate unpaid principal amount outstanding of
all  Revolving  Loans made by the Lender to the Borrower  pursuant to the Credit
Agreement (as hereinafter  defined),  whichever is less, and, prior to maturity,
to pay interest from the date hereof on said principal  sum, or the  outstanding
balance  thereof,  whichever is less, in like money and funds, at said office on
the  date  or  dates  and at the  rates  or  rates  provided  for in the  Credit
Agreement.

     The Lender has been  authorized  by the  Borrower to record on the SCHEDULE
attached  to this Note the  amount and date of each  Revolving  Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.

     This Note is the Keybank  Replacement  Note described in that certain First
Amendment to Credit  Agreement of even date herewith by and among, the Borrower,
the Lender,  the other Lenders named  therein,  BAS, and the Agent,  (the "First
Amendment"),  which First Amendment  amends that certain Credit  Agreement dated
March 19, 1999 by and among the  Borrower,  the Lender,  the other Lenders named
therein,  BAS and the  Agent  (as from  time to time may be  amended,  modified,
supplemented,  renewed or extended the "Credit Agreement"), and this Note is one
of the Revolving  Credit Notes referred to in and entitled to the benefit of the
Credit  Agreement.  Capitalized  terms used herein but not defined  herein shall
have the  meanings  ascribed  to such terms in the Credit  Agreement.  This Note
amends,  restates and  increases in its entirety that certain  Revolving  Credit
Note dated  March 19,  1999 from the  Borrower  to the  Lender,  in the  maximum
principal  amount of  Fourteen  Million  Dollars  ($14,000,000)  (the  "Original
Note").  It is expressly agreed that the indebtedness  evidenced by the Original
Note has not been  extinguished or discharged by this Note,  provided,  however,
that the full amount due to the Lender  pursuant to the  Original  Note and this
Note combined shall be the amount due to the Lender from the Borrower.

     Upon the  occurrence  of an Event of  Default,  the  principal  hereof  and
accrued interest hereon may become,  or may be declared to be, forthwith due and
payable in the manner,  upon the conditions and with the effect  provided in the
Credit Agreement.



<PAGE>


     In addition and not in limitation  of the foregoing the Borrower  agrees to
pay all reasonable  costs and expenses  incurred in the collection of this Note,
including reasonable  attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.

     Reference is made to Section 2.10 of the Credit  Agreement  for  provisions
relating to the prepayment hereof.

     The  Borrower  hereby  waives  presentment,  demand,  notice  of  dishonor,
protest, and all other notices whatever.

     This Note shall be governed by, and construed in accordance  with, the laws
of the State of Maryland.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.

WITNESS/ATTEST:                       ARGUSS HOLDINGS, INC.



 /s/ Haywood Miller                   By: /s/ Arthur Trudel
-----------------------------            -------------------------------
Haywood Miller, Secretary                Name:   Arthur Trudel
--------------                                   -----------------------
                                         Title:  Chief Financial Officer
                                                 -----------------------



                                      - 2 -


<PAGE>



                        SCHEDULE TO REVOLVING CREDIT NOTE

                 Principal      Type of      Interest Amount &
Date of Loan      Amount         Loan              Period            Date Repaid
------------      ------         -----             ------            -----------


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<PAGE>


                                                                       EXHIBIT E

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE
                   ------------------------------------------

$20,400,000                                                       March 22, 2000

     FOR VALUE RECEIVED,  ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of UNION BANK OF  CALIFORNIA,  N.A.  (the  "Lender")  at the
office of BANK OF AMERICA,  N.A. (the "Agent"), or at such other place as may be
designated by the Agent, for the account of the Applicable Lending Office of the
Lender,  in lawful  money of the United  States of America,  and in  immediately
available  funds, (i) on each Interest Payment Date, the unpaid principal amount
outstanding  of each  Eurodollar  Loan  and  each  Base  Rate  Loan  (ii) on the
Revolving Commitment  Termination Date, the principal sum of Twenty Million Four
Hundred Thousand Dollars ($20,400,000), or the aggregate unpaid principal amount
outstanding of all Revolving  Loans made by the Lender to the Borrower  pursuant
to the Credit Agreement (as hereinafter defined),  whichever is less, and, prior
to maturity,  to pay interest from the date hereof on said principal sum, or the
outstanding balance thereof, whichever is less, in like money and funds, at said
office on the date or dates and at the rates or rates provided for in the Credit
Agreement.

     The Lender has been  authorized  by the  Borrower to record on the SCHEDULE
attached  to this Note the  amount and date of each  Revolving  Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.

     This Note is the Union Bank  Replacement  Note  described  in that  certain
First  Amendment  to Credit  Agreement of even date  herewith by and among,  the
Borrower,  the Lender, the other Lenders named therein, BAS, and the Agent, (the
"First  Amendment"),  which First Amendment amends that certain Credit Agreement
dated March 19, 1999 by and among the  Borrower,  the Lender,  the other Lenders
named therein, BAS and the Agent (as from time to time may be amended, modified,
supplemented,  renewed or extended the "Credit Agreement"), and this Note is one
of the Revolving  Credit Notes referred to in and entitled to the benefit of the
Credit  Agreement.  Capitalized  terms used herein but not defined  herein shall
have the  meanings  ascribed  to such terms in the Credit  Agreement.  This Note
amends,  restates and  increases in its entirety that certain  Revolving  Credit
Note dated  March 19,  1999 from the  Borrower  to the  Lender,  in the  maximum
principal amount of Eleven Million Nine Hundred  Thousand Dollars  ($11,900,000)
(the "Original Note"). It is expressly agreed that the indebtedness evidenced by
the  Original  Note  has not  been  extinguished  or  discharged  by this  Note,
provided,  however,  that the full  amount  due to the  Lender  pursuant  to the
Original Note and this Note combined  shall be the amount due to the Lender from
the Borrower.

     Upon the  occurrence  of an Event of  Default,  the  principal  hereof  and
accrued interest hereon may become,  or may be declared to be, forthwith due and
payable in the manner,  upon the conditions and with the effect  provided in the
Credit Agreement.



<PAGE>


     In addition and not in limitation  of the foregoing the Borrower  agrees to
pay all reasonable  costs and expenses  incurred in the collection of this Note,
including reasonable  attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.

     Reference is made to Section 2.10 of the Credit  Agreement  for  provisions
relating to the prepayment hereof.

     The  Borrower  hereby  waives  presentment,  demand,  notice  of  dishonor,
protest, and all other notices whatever.

     This Note shall be governed by, and construed in accordance  with, the laws
of the State of Maryland.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.

WITNESS/ATTEST:                       ARGUSS HOLDINGS, INC.



 /s/ Haywood Miller                   By: /s/ Arthur Trudel
-----------------------------            -------------------------------
Haywood Miller, Secretary                Name:   Arthur Trudel
--------------                                   -----------------------
                                         Title:  Chief Financial Officer
                                                 -----------------------



                                      - 2 -


<PAGE>



                        SCHEDULE TO REVOLVING CREDIT NOTE

                 Principal      Type of      Interest Amount &
Date of Loan      Amount         Loan              Period            Date Repaid
------------      ------         -----             ------            -----------


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<PAGE>


                                                                       EXHIBIT F

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE
                   ------------------------------------------

$12,700,000                                                       March 22, 2000

     FOR VALUE RECEIVED,  ARGUSS HOLDINGS, INC. (the "Borrower") hereby promises
to pay to the order of NATIONAL  CITY BANK (the  "Lender") at the office of BANK
OF AMERICA,  N.A. (the "Agent"),  or at such other place as may be designated by
the Agent,  for the account of the Applicable  Lending Office of the Lender,  in
lawful  money of the United  States of  America,  and in  immediately  available
funds,   (i)  on  each  Interest  Payment  Date,  the  unpaid  principal  amount
outstanding  of each  Eurodollar  Loan  and  each  Base  Rate  Loan  (ii) on the
Revolving Commitment Termination Date, the principal sum of Twelve Million Seven
Hundred Thousand Dollars ($12,700,000), or the aggregate unpaid principal amount
outstanding of all Revolving  Loans made by the Lender to the Borrower  pursuant
to the Credit Agreement (as hereinafter defined),  whichever is less, and, prior
to maturity,  to pay interest from the date hereof on said principal sum, or the
outstanding balance thereof, whichever is less, in like money and funds, at said
office on the date or dates and at the rates or rates provided for in the Credit
Agreement.

     The Lender has been  authorized  by the  Borrower to record on the SCHEDULE
attached  to this Note the  amount and date of each  Revolving  Loan made by the
Lender, and the date and amount of each payment of principal thereof received by
the Lender, PROVIDED that the failure by the Lender to make any such endorsement
or any error therein shall not affect the obligations of the Borrower hereunder.

     This Note is the  National  City Bank  Replacement  Note  described in that
certain First Amendment to Credit  Agreement of even date herewith by and among,
the Borrower,  the Lender, the other Lenders named therein,  BAS, and the Agent,
(the "First  Amendment"),  which First  Amendment  amends  that  certain  Credit
Agreement dated March 19, 1999 by and among the Borrower,  the Lender, the other
Lenders named  therein,  BAS and the Agent (as from time to time may be amended,
modified,  supplemented,  renewed or extended the "Credit Agreement"),  and this
Note is one of the  Revolving  Credit  Notes  referred to in and entitled to the
benefit of the Credit  Agreement.  Capitalized terms used herein but not defined
herein shall have the meanings  ascribed to such terms in the Credit  Agreement.
This Note amends,  restates and increases in its entirety that certain Revolving
Credit Note dated March 19, 1999 from the Borrower to the Lender, in the maximum
principal amount of Seven Million Seven Hundred  Thousand  Dollars  ($7,700,000)
(the "Original Note"). It is expressly agreed that the indebtedness evidenced by
the  Original  Note  has not  been  extinguished  or  discharged  by this  Note,
provided,  however,  that the full  amount  due to the  Lender  pursuant  to the
Original Note and this Note combined  shall be the amount due to the Lender from
the Borrower.

     Upon the  occurrence  of an Event of  Default,  the  principal  hereof  and
accrued interest hereon may become,  or may be declared to be, forthwith due and
payable in the manner,  upon the conditions and with the effect  provided in the
Credit Agreement.



<PAGE>


     In addition and not in limitation  of the foregoing the Borrower  agrees to
pay all reasonable  costs and expenses  incurred in the collection of this Note,
including reasonable  attorneys' fees if this Note is collected by or through an
attorney at law, or in bankruptcy, receivership, or other court proceeding.

     Reference is made to Section 2.10 of the Credit  Agreement  for  provisions
relating to the prepayment hereof.

     The  Borrower  hereby  waives  presentment,  demand,  notice  of  dishonor,
protest, and all other notices whatever.

     This Note shall be governed by, and construed in accordance  with, the laws
of the State of Maryland.

     IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by its
duly authorized officer as of the date first above written.

WITNESS/ATTEST:                       ARGUSS HOLDINGS, INC.



 /s/ Haywood Miller                   By: /s/ Arthur Trudel
-----------------------------            -------------------------------
Haywood Miller, Secretary                Name:   Arthur Trudel
--------------                                   -----------------------
                                         Title:  Chief Financial Officer
                                                 -----------------------



                                      - 2 -


<PAGE>



                        SCHEDULE TO REVOLVING CREDIT NOTE

                 Principal      Type of      Interest Amount &
Date of Loan      Amount         Loan              Period            Date Repaid
------------      ------         -----             ------            -----------


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