EXHIBIT 10.6

                      SECOND AMENDMENT TO REVOLVING CREDIT,
                        TERM LOAN AND SECURITY AGREEMENT
                      -------------------------------------

      THIS SECOND AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY
AGREEMENT (this "Amendment") is made as of October ___, 1999, among RICHTON
INTERNATIONAL CORPORATION, a Delaware corporation ("Richton"), CENTURY SUPPLY
CORP., a Michigan corporation ("Century"), and CBE TECHNOLOGIES, INC., a
Delaware corporation ("CBE") (collectively, the "Borrowers" and individually a
"Borrower"), Required Lenders (as defined in the Credit Agreement described
below) and PNC BANK, NATIONAL ASSOCIATION, a national banking association
("PNC"), as a Lender (as defined below) and as agent for the Lenders (in such
capacity, the "Agent").

                              W I T N E S S E T H:
                              --------------------

      A. Pursuant to the Revolving Credit, Term Loan and Security Agreement
dated as of May 17, 1999, as amended by the Amendment to Revolving Credit, Term
Loan and Security Agreement dated as of July 9, 1999 (as further amended,
supplemented or modified from time to time, the "Credit Agreement"), by and
among Borrowers, the financial institutions which are now or which hereafter
become a party thereto (collectively, the "Lenders" and individually a "Lender")
and Agent, as agent for the Lenders, the Lenders agreed to make revolving credit
and term loans to Borrowers upon the terms and conditions set forth therein.

      B. CBE desires to acquire substantially all of the assets of Corporate
Access, Inc. in a Permitted Acquisition (as defined in the Credit Agreement),
and has requested that Required Lenders permit such acquisition even though the
purchase price thereof exceeds the maximum amount for a single Permitted
Acquisition as set forth in the Credit Agreement.

      C. Borrowers have requested that a $2,000,000 letter of credit subfacility
(the "LC Subfacility") be established as part of the existing revolving credit
facility pursuant to which Agent will issue or cause to be issued standby
letters of credit for their benefit.

      D. CBE has requested that it be permitted to establish a $1,500,000
wholesale financing facility (the "Deutsche Facility") with Deutsche Financial
Services Corporation, secured only by a stand-by letter of credit, to finance
its acquisition of Inventory (as defined in the Credit Agreement) acquired from
certain vendors approved by Deutsche Financial Services Corporation.

      E. Agent and Required Lenders have agreed to permit (1) the acquisition of
substantially all of the assets of Corporate Access, Inc. by CBE even though the
purchase price thereof exceeds the maximum amount for a single Permitted
Acquisition as set forth in the Credit Agreement, provided that such acquisition
otherwise meets the requirements for a Permitted Acquisition, (2) the
establishment of the LC Subfacility as part of the existing revolving credit
facility, and (3) the establishment of the Deutsche Facility, all upon the terms
and subject to the conditions set forth herein.

      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrowers, Agent and Required Lenders agree as follows:

      1. Capitalized terms used in this Amendment shall have the same meanings
given them in the Credit Agreement, unless otherwise defined herein.


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      2. The following definitions in Section 1.2 of the Credit Agreement are
hereby amended to read as follows:

            "'Advances' shall mean and include the Revolving Advances, the Term
      Loan and Letters of Credit."

            "'CBE Formula Amount' shall mean, at any time, an amount equal to
      the sum of (i) the Receivables Advance Rate at such time times the
      Eligible Receivables of CBE at such time, plus (ii) the lesser of (A) the
      Inventory Advance Rate at such time times the value of the Eligible
      Inventory of CBE at such time, or (B) one million dollars ($1,000,000),
      minus (iii) the aggregate amount of outstanding Letters of Credit issued
      for the account of CBE at such time, minus (iv) such reserves with respect
      to CBE as Agent may reasonably and in good faith deem proper and necessary
      from time to time."

            "'Century Formula Amount' shall mean, at any time, an amount equal
      to the sum of (i) the Receivables Advance Rate at such time times the
      aggregate Eligible Receivables of Century at such time, plus (ii) the
      lesser of (A) the Inventory Advance Rate at such time times the aggregate
      value of the Eligible Inventory of Century at such time, or (B) the
      difference between (1) twenty million dollars ($20,000,000) and (2) the
      applicable amount at such time under clause (ii) of the definition of "CBE
      Formula Amount" in this Section 1.2 (up to a maximum of one million
      dollars ($1,000,000)), plus (iii) solely during the Seasonal Advance
      Period, an additional amount equal to the Maximum Seasonal Advance Amount,
      minus (iv) the aggregate amount of outstanding Letters of Credit issued
      for the account of Century at such time, minus (v) such reserves with
      respect to Century as Agent may reasonably and in good faith deem proper
      and necessary from time to time."

            "'Earnings Before Interest and Taxes' shall mean for any period the
      sum of (i) the net income (or loss) of Richton and its Subsidiaries on a
      consolidated basis for such period, plus (ii) the interest expense of, and
      Letter of Credit Fees paid by, Richton and its Subsidiaries on a
      consolidated basis for such period, plus (iii) the charges against income
      of Richton and its Subsidiaries on a consolidated basis for such period
      for federal, state and local taxes actually paid and/or accrued."

            "'Leverage Ratio' shall mean and include, as of the end of each
      fiscal quarter of Borrowers, the ratio of (a) the average outstanding
      principal amount of all Advances (excluding the undrawn face amount of
      outstanding Letters of Credit) during the fiscal quarter of Borrowers then
      ended, to (b) EBITDA for the period of four (4) consecutive fiscal
      quarters of Borrowers then ended."

            "'Obligations' shall mean and include any and all of Borrowers'
      obligations and/or liabilities to Agent or Lenders of every kind, nature
      and description, direct or indirect, secured or unsecured, joint, several,
      joint and several, absolute or contingent, due or to become due, now
      existing or hereafter arising, contractual or tortious, liquidated or
      unliquidated, whether direct or indirect (including, without limitation,
      any interest accruing thereon after maturity, or after the filing of any
      petition in bankruptcy, or the commencement of any insolvency,
      reorganization or like proceeding relating to any Borrower, whether or not
      a claim for post-petition or post-filing interest is allowed in such
      proceeding), whether arising out of Letters of Credit, out of overdrafts
      on deposit or other accounts or electronic funds transfers (whether
      through automated clearinghouses or otherwise) or out of Agent's or any
      Lender's non-receipt


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      of or inability to collect funds or otherwise not being made whole in
      connection with depository transfer check or other similar arrangements,
      in any case arising under this Agreement or any Other Document, including,
      without limitation, those arising under the Interest Rate Protection
      Agreement or any other present or future interest, currency or equity
      swap, future, option or other similar agreement or arrangement."

            "'Other Documents' shall mean the Notes, the Subordination
      Agreement, the Guaranty, the Guarantor Security Agreement, the Letters of
      Credit, the Letter of Credit Applications, the Interest Rate Protection
      Agreement, any other present or future interest, currency or equity swap,
      future, option or other similar agreement or arrangement, any lock-box,
      blocked account or similar agreement relating to the Blocked Accounts, and
      any and all other agreements, instruments and documents, including,
      without limitation, guaranties, pledges, powers of attorney, consents, and
      all other documents or agreements heretofore, now or hereafter executed by
      any Borrower or Guarantor and/or delivered to Agent or any Lender in
      respect of the Transactions."

            "'Revolving Advances' shall mean Advances made other than the Term
      Loan and Letters of Credit."

      3. Section 1.2 of the Credit Agreement is hereby amended to add the
following new definitions:

            "'CAI Agreement' shall mean the Asset Purchase Agreement dated
      October ___, 1999, among Corporate Access, Inc., Condor Technology
      Solutions, Inc., Richton and CBE."

            "'Deutsche Agreement' shall mean the Agreement for Wholesale
      Financing dated as of October ___, 1999, between Deutsche Financial
      Services Corporation and CBE."

            "'Issuer' shall mean any Person who issues a Letter of Credit
      pursuant to the terms hereof."

            "'Letter of Credit Application' shall have the meaning set forth in
      Section 2.15 hereof."

            "'Letter of Credit Fees' shall have the meaning set forth in Section
      3.11 hereof."

            "'Letters of Credit' shall have the meaning set forth in Section
      2.14 hereof."

      4. Section 2.1(a) of the Credit Agreement is hereby amended to read in its
entirety as follows:

            2.1 (a) Revolving Advances. Subject to the terms and conditions set
      forth in this Agreement, each Lender, severally and not jointly, will make
      Revolving Advances to Borrowers in aggregate amounts outstanding at any
      time equal to such Lender's Commitment Percentage of the lesser of (x) the
      Maximum Revolving Advance Amount less the aggregate amount of outstanding
      Letters of Credit and all unreimbursed payments or disbursements made by
      Issuer under all Letters of Credit, or (y) an amount equal to the sum of:

                  (i) up to eighty-five percent (85%), subject to the provisions
            of Section 2.1(b) hereof ("Receivables Advance Rate"), of Eligible
            Receivables of all Borrowers at such time, plus


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                  (ii) up to the lesser of (A) sixty percent (60%), subject to
            the provisions of Section 2.1(b) hereof ("Inventory Advance Rate"),
            of the value of the Eligible Inventory of all Borrowers at such time
            or (B) twenty million dollars ($20,000,000) in the aggregate at any
            one time, plus

                  (iii) solely during the Seasonal Advance Period, an additional
            amount equal to the Maximum Seasonal Advance Amount (provided that
            the amount referred to in this Section 2.1(a)(y)(iii) (A) may only
            be advanced to Century and (B) may not be advanced at the beginning
            of any Seasonal Advance Period prior to receipt by Agent of the
            preliminary monthly unaudited financial statements for December of
            the prior fiscal year of Borrowers to enable Agent to preliminarily
            determine compliance with Sections 6.10 and 6.11 hereof), minus

                  (iv) the aggregate amount of outstanding Letters of Credit,
            minus

                  (v) such reserves as Agent may reasonably and in good faith
            deem proper and necessary from time to time.

      The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii) and
(iii) hereof, minus (y) Sections 2.1(a)(y)(iv) and (v) hereof at any time and
from time to time shall be referred to as the "Aggregate Formula Amount". The
Revolving Advances shall be evidenced by the promissory note ("Revolving Credit
Note") substantially in the form attached hereto as Exhibit 2.1(a).

      Notwithstanding the foregoing, in no event shall the aggregate balance of
outstanding Revolving Advances to any Borrower exceed the amount set forth in
Section 2.4 hereof.

      5. Section 2.10(a) of the Credit Agreement is hereby amended to read in
its entirety as follows:

            "(a) In the event that the aggregate balance of Revolving Advances
      outstanding at any time exceeds the lesser of (a) the Aggregate Formula
      Amount at such time, or (b) the Maximum Revolving Advance Amount, less the
      aggregate amount of outstanding Letters of Credit and all unreimbursed
      payments or disbursements made by Issuer under all Letters of Credit at
      such time, the excess amount of Revolving Advances shall be immediately
      due and payable as a mandatory prepayment without the necessity of any
      demand, at the Payment Office, whether or not a Default or Event of
      Default has occurred. In the Event that the aggregate balance of Revolving
      Advances outstanding to (i) Century at any time exceeds the Century
      Formula Amount at such time, or (ii) CBE at any time exceeds the CBE
      Formula Amount at such time, the excess amount of Revolving Advances shall
      be immediately due and payable by the appropriate Borrower(s) as a
      mandatory prepayment without the necessity of any demand, at the Payment
      Office, whether or not a Default or Event of Default has occurred. In the
      event there is an excess amount as described above, any Borrower required
      to make a prepayment may, to the extent there are outstanding Letters of
      Credit issued for its account at such time, reduce such excess by (1)
      replacing such outstanding Letters of Credit, and/or (2) depositing cash
      in a cash collateral account with Agent on terms and conditions
      satisfactory to Agent as cash collateral for the liability of Issuer and
      Lenders (whether direct or contingent) under such outstanding Letters of
      Credit."


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      6. New Sections 2.14, 2.15 and 2.16 are hereby added to the Credit
Agreement to read in their entireties as follows:

            "2.14 Letters of Credit. Subject to the terms and conditions hereof,
      Agent shall issue or cause the issuance, for the account of a Borrower, of
      irrevocable standby letters of credit denominated in Dollars issued to
      support obligations of such Borrower in the ordinary course of its
      business (the "Letters of Credit"); provided, however, that Agent will not
      be required to issue or cause to be issued any Letter of Credit to the
      extent that the issuance of such Letter of Credit would result in a breach
      of Section 2.4 hereof or a requirement for a mandatory prepayment under
      Section 2.10(a) hereof. The maximum amount of all outstanding Letters of
      Credit shall not exceed two million dollars ($2,000,000) in the aggregate
      at any time. All disbursements or payments related to Letters of Credit
      shall be deemed to be Domestic Rate Loans consisting of Revolving Advances
      and shall bear interest at the Revolving Interest Rate for Domestic Rate
      Loans. Letters of Credit that have not been drawn upon shall not bear
      interest (although they will be subject to the fees set forth in Section
      3.11 hereof)."

            "2.15 Issuance of Letters of Credit.

            (a) Borrowing Agent, on behalf of a Borrower, may request Agent to
      issue or cause the issuance of a Letter of Credit for the account of such
      Borrower by delivering to Agent at the Payment Office, Issuer's form of
      Letter of Credit Application (the "Letter of Credit Application")
      completed to the satisfaction of Issuer, and such other certificates,
      documents and other papers and information as Agent may reasonably
      request.

            (b) Each Letter of Credit shall, among other things, (i) be in a
      form customarily used by Issuer or in such other form as has been approved
      by Issuer, and (ii) have an expiry date not later than one (1) year after
      such Letter of Credit's date of issuance and in no event later than one
      (1) month prior to the last day of the Term. Each Letter of Credit shall
      be subject to the Uniform Customs and Practice for Documentary Credits
      (1993 Revision), International Chamber of Commerce Publication No. 500,
      and any amendments or revision thereof adhered to by Issuer and, to the
      extent not inconsistent therewith, the laws of the State of New York.

            (c) Agent shall use its reasonable efforts to notify Lenders of the
      request by Borrowing Agent for a Letter of Credit hereunder."

            "2.16 Requirements For Issuance of Letters of Credit.

            (a) In connection with the issuance of any Letter of Credit,
      Borrowers shall jointly and severally indemnify, save and hold Agent and
      each Lender and each Issuer harmless from any loss, cost, expense or
      liability, including, without limitation, payments made by Agent or any
      Lender, and expenses and reasonable attorneys' fees incurred by Agent or
      any Lender arising out of, or in connection with, any Letter of Credit to
      be issued for a Borrower, except to the extent due to Agent's, a Lenders
      or an Issuer's gross negligence or willful misconduct. Borrowers shall be
      bound by Agent's or any Issuer's policies and good faith interpretations
      of any Letter of Credit issued for the account of a Borrower, although
      this interpretation may be different from their own; and, neither Agent,
      nor any Lender, nor any Issuer nor any of their correspondents shall be
      liable for any error, negligence, or mistakes, whether of omission or
      commission, in following a Borrower's instructions or those contained in
      any Letter of Credit


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      or of any modifications, amendments or supplements thereto or in issuing
      or paying any Letter of Credit, except for Agent's, any Lender's, any
      Issuer's or such correspondents' gross negligence or willful misconduct.

            (b) Borrowing Agent, on behalf of a Borrower, shall authorize and
      direct any Issuer to name Century or CBE, as the case may be, as the
      "Applicant" or "Account Party" of each Letter of Credit. If Agent is not
      the Issuer of any Letter of Credit, Borrowing Agent, on behalf of a
      Borrower, shall authorize and direct Issuer to deliver to Agent all
      instruments, documents, and other writings and property received by Issuer
      pursuant to the Letter of Credit and to accept and rely upon Agent's
      instructions and agreements with respect to all matters arising in
      connection with the Letter of Credit, the application therefor or any
      acceptance thereof.

            (c) In connection with all Letters of Credit issued or caused to be
      issued by Agent under this Agreement, each Borrower hereby appoints Agent,
      or its designee, as its attorney, with full power and authority if an
      Event of Default shall have occurred and be continuing, (i) to sign and/or
      endorse such Borrower's name upon any warehouse or other receipts, letter
      of credit applications and acceptances; (ii) to sign such Borrower's name
      on bills of lading; (iii) to clear Inventory through the United States of
      America Customs Department ("Customs") in the name of such Borrower or
      Agent or Agent's designee, and to sign and deliver to Customs officials
      powers of attorney in the name of such Borrower for such purpose; and (iv)
      to complete in such Borrower's name or Agent's, or in the name of Agent's
      designee, any order, sale or transaction, obtain the necessary documents
      in connection therewith, and collect the proceeds thereof. Neither Agent
      nor its attorneys will be liable for any acts or omissions nor for any
      error of judgment or mistakes of fact or law, except for Agent's or its
      attorney's gross negligence or willful misconduct. This power, being
      coupled with an interest, is irrevocable as long as any Letters of Credit
      remain outstanding.

            (d) Without limiting the generality of Section 2.16(a) hereof,
      Borrowers jointly and severally agree to reimburse Issuer as provided in
      this Section 2.16(d), through Agent, in Dollars and in immediately
      available funds, for the amount disbursed or paid by Issuer in connection
      with any drawing under any Letter of Credit and any costs and expenses
      relating to such disbursement or payment. Agent shall have the right to
      effectuate payment of any such amount by charging Borrowers' Account or by
      making Revolving Advances as provided in Section 2.2 hereof. Issuer shall
      promptly notify Agent and Borrowing Agent in the event of any request for
      drawing under any Letter of Credit; provided, that Issuer's failure to
      give such notice shall not impair or diminish Borrowers' obligations under
      this Section 2.16(d). Each Lender shall to the extent of the percentage
      amount equal to the product of such Lender's Commitment Percentage times
      the aggregate amount of all unreimbursed reimbursement obligations arising
      from disbursements made or obligations incurred with respect to the
      Letters of Credit be deemed to have irrevocably purchased an undivided
      participation in each such unreimbursed reimbursement obligation. In the
      event that any disbursement is made by Issuer under a Letter of Credit and
      not reimbursed (whether directly, by charging Borrowers' Account or by
      making Revolving Advances as provided in Section 2.2 hereof) within two
      (2) Business Days, Agent shall promptly notify each Lender and upon
      Agent's demand each Lender shall pay to Agent such Lender's proportionate
      share of such unreimbursed disbursement together with such Lender's
      proportionate share of Agent's unreimbursed costs and expenses relating to
      such unreimbursed disbursement. Upon receipt by Agent of a repayment from
      a Borrower of any amount disbursed by Agent for which Agent had already
      been reimbursed by Lenders,


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      Agent shall deliver to each Lender that Lender's pro rata share of such
      repayment. Each Lender's participation commitment shall continue until the
      last to occur of any of the following events: (A) Agent ceases to be
      obligated to issue or cause to be issued Letters of Credit hereunder; (B)
      no Letter of Credit issued hereunder remains outstanding and unconcealed
      or (C) all Persons (other than Borrowers) have been fully reimbursed for
      all payments made under or relating to Letters of Credit.

            (e) To the extent that any provision of any Letter of Credit
      Application is inconsistent with the provisions of this Agreement,
      including, without limitation, the provisions of Sections 2.14 or 2.15
      hereof, or of this Section 2.16, the provisions of this Agreement shall
      control."

      7. Section 2.13(e) of the Credit Agreement is hereby amended to read in
its entirety as follows:

            (i) "In the event and for so long as a Defaulting Lender fails to
      cure to the reasonable satisfaction of Borrowing Agent the breach which
      caused such Lender to become a Defaulting Lender, upon the request of
      Borrowing Agent, Agent shall use its reasonable good faith efforts to
      locate a Purchasing Lender reasonably acceptable to Agent to acquire all
      of such Defaulting Lender's rights and interests under this Agreement
      (including, without limitation, all of such Defaulting Lender's
      outstanding Advances, commitments to make additional Advances and
      participating interests in Letters of Credit) upon the terms set forth in
      Section 15.3(c) hereof; provided that such Defaulting Lender shall be
      obligated to pay the fee set forth in Section 15.3(d) hereof."

      8. A new Section 3.11 is hereby added to the Credit Agreement to read in
its entirety as follows:

            "3.11 Letter of Credit Fees. Borrowers shall pay (a) to Agent, for
      the benefit of Lenders, fees for each outstanding Letter of Credit for the
      period from and excluding the date of issuance of same to and including
      the date of expiration or termination, equal to the average daily face
      amount of such Letter of Credit multiplied by one and three-quarters
      percent (1-3/4%) per annum, and (b) to Issuer, any and all fees and
      expenses as agreed upon by Issuer and Borrowing Agent in connection with
      any Letter of Credit, including, without limitation, in connection with
      the opening, amendment or renewal of any such Letter of Credit and shall
      reimburse Agent for any and all fees and expenses, if any, paid by Agent
      to Issuer (all of the foregoing fees, the "Letter of Credit Fees"). All
      Letter of Credit Fees payable hereunder shall be deemed earned in full on
      the date when the same are due and payable hereunder and shall not be
      subject to rebate or proration upon the termination of this Agreement for
      any reason."

      9. Section 7.1(a) of the Credit Agreement is hereby amended to read in its
entirety as follows:

            "(a) Enter into any merger, consolidation or other reorganization
      with or into any other Person or permit any other Person to consolidate
      with or merge with it (in each case other than a merger of one Borrower or
      of Guarantor with and into another Borrower) or acquire all or a
      substantial portion of the assets of any Person, except that Century and
      CBE may make Permitted Acquisitions provided that (i) the aggregate
      Consideration for each such Permitted Acquisition shall not exceed one
      million dollars ($1,000,000) or, in the case of the acquisition described
      in the CAI Agreement (as delivered to Agent prior to the date hereof),
      provided that such acquisition otherwise qualifies as a Permitted
      Acquisition, the aggregate Consideration for such acquisition shall not
      exceed the amount set forth in the CAI Agreement, and (ii) the


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      aggregate Consideration for all such Permitted Acquisitions (including,
      without limitation, the acquisition described in the CAI Agreement (as
      delivered to Agent prior to the date hereof), provided that such
      acquisition otherwise qualifies as a Permitted Acquisition) shall not
      exceed two million dollars ($2,000,000) during any fiscal year of
      Borrowers."

      10. Section 7.3 of the Credit Agreement is hereby amended to read in its
entirety as follows:

            "7.3 Guarantees. Become liable upon the obligations of any Person by
      assumption, endorsement or guaranty thereof or otherwise (other than to
      Lenders) except (a) as disclosed on Schedule 7.3, (b) the endorsement of
      checks in the ordinary course of business, and (c) that Richton may
      support the indemnification obligations of CBE under the CAI Agreement (as
      delivered to Agent prior to the date hereof)."

      11. Section 7.8 of the Credit Agreement is hereby amended to read in its
entirety as follows:

            "7.8 Indebtedness. Create, incur, assume or suffer to exist any
      Indebtedness for borrowed money (exclusive of trade debt) except in
      respect of (a) Indebtedness to Lenders, (b) Indebtedness incurred for
      capital expenditures permitted under Section 7.6 hereof, (c) Indebtedness
      for borrowed money to the extent permitted under Section 7.5 hereof, (d)
      existing Indebtedness set forth on Schedule 7.8, and (e) Indebtedness of
      CBE for borrowed money under the Deutsche Agreement in an aggregate
      principal amount not to exceed one million five hundred thousand dollars
      ($1,500,000) at any time outstanding."

      12. Section 11.1 of the Credit Agreement is hereby amended to add the
following after the first sentence thereof:

      "Upon the occurrence and during the continuance of any Event of Default,
      Agent shall, at the request of the Required Lenders, or may, with the
      consent of the Required Lenders, (i) direct Borrowers to pay (and
      Borrowers agree to pay upon the receipt of such notice, or upon the
      occurrence of any Event of Default specified in Section 10.7 hereof,
      Borrowers agree to pay without receipt of any notice) to Agent such
      additional amount of cash equal to the maximum aggregate amount available
      to be drawn under all Letters of Credit then outstanding, which amount
      shall be held as security for Borrowers' reimbursement obligations in
      respect of Letters of Credit then outstanding."

      13. Section 15.7 of the Credit Agreement is hereby amended to read in its
entirety as follows:

            "15.7 Survival. The obligations under Sections 2.6(d), 2.16(a),
      3.2(e), 3.8, 3.9, 3.10, 4.19(g), 14.7, 15.5, 15.9 and 15.17 hereof shall
      survive termination of this Agreement and the Other Documents and payment
      in full of the Obligations."

      14. In order to induce Required Lenders and Agent to enter into this
Amendment, Borrowers hereby represent, warrant and covenant that:

            (a) no Default or Event of Default has occurred and is continuing or
      will occur after giving effect to the transactions contemplated by this
      Amendment, the CAI Agreement or the Deutsche Agreement;


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<PAGE>

            (b) this Amendment has been duly authorized, executed and delivered
      by each Borrower and constitutes its legal, valid and binding obligation,
      enforceable in accordance with its terms;

            (c) the Credit Agreement and each of the Other Documents, after
      giving effect to this Amendment and the transactions contemplated hereby,
      continue to be in full force and effect and to constitute the legal, valid
      and binding obligations of each Borrower that is a party thereto,
      enforceable against each such Borrower in accordance with their respective
      terms;

            (d) the representations and warranties made by each Borrower or
      Guarantor in or pursuant to the Credit Agreement or any Other Document, or
      which are contained in any certificate, document or financial or other
      statement furnished at any time under or in connection herewith or
      therewith, are each true and correct in all material respects on and as of
      the date hereof, as though made on and as of such date;

            (e) the acquisition described in the CAI Agreement constitutes a
      Permitted Acquisition;

            (f) CBE will not conduct business under the name Corporate Access,
      Inc., or any similar name unless it has given Agent thirty (30) days prior
      written notice thereof and has taken all actions reasonably requested by
      Agent (including, without limitation, executing additional UCC-1 financing
      statements) to maintain the perfection and priority of the liens granted
      to Agent, for the ratable benefit of Lenders, under the Credit Agreement;

            (g) CBE will not (i) finance more than $1,500,000 of Inventory at
      any one time pursuant to the Deutsche Agreement, (ii) secure its
      obligations under the Deutsche Agreement, other than by a Letter of Credit
      in the face amount of up to $1,500,000, or (iii) amend the Deutsche
      Agreement in any material respect without the prior written consent of the
      Required Lenders; and

            (h) prior to the date hereof, CBE has delivered to Agent true and
      correct copies of (i) the CAI Agreement (including the schedules thereto),
      all UCC and other searches conducted with respect to Corporate Access,
      Inc. in connection therewith, and all other documents relating thereto as
      have been requested by Agent, and (ii) the Deutsche Agreement, and all
      other documents relating thereto as have been requested by Agent.

      15. Borrowers acknowledge that no Inventory of CBE financed pursuant to
the Deutsche Agreement shall constitute Eligible Inventory.

      16. This Amendment shall become effective as of the date above upon
receipt by Agent of (a) six (6) copies of this Amendment executed by Borrower
and one copy of this Amendment executed by the Required Lenders, (b) six (6)
copies of the Consent of Guarantor, in the form attached hereto as Exhibit A,
executed by Guarantor, (c) one (1) copy of the fully executed CAI Agreement, and
all other documents relating thereto as have been requested by Agent, (d) one
(1) copy of the fully executed Deutsche Agreement, and all other documents
relating thereto as have been requested by Agent, (e) all documents and
instruments (including, without limitation, UCC-1 financing statements and the
other items described in the definition of "Permitted Acquisition" contained in
Section 1.2 of the Credit Agreement) necessary or desired by Agent to confirm
that the acquisition described in the CAI Agreement qualifies as a Permitted
Acquisition, (f) such other documents, instruments and certificates as Agent may
reasonably request, in form and substance reasonably satisfactory to Agent, and
(g) payment by Borrowers of all costs, expenses and disbursements incurred by
Agent in connection herewith as required under Section 15.9 of the Credit
Agreement.

      17. Borrowers hereby confirm that all liens granted on the Collateral and
the Guarantor Collateral shall continue unimpaired and in full force and effect.


                                       9
<PAGE>

      18. This Amendment may be executed in several counterparts, each of which,
when executed and delivered, shall be deemed an original, and all of which
together shall constitute one agreement. Any signature delivered by a party by
facsimile transmission shall be deemed to be an original signature hereto.

      19. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York applied to contracts to be performed wholly
within the State of New York, without giving effect to the principles of
conflicts of law. This Amendment shall be binding upon and inure to the benefit
of Borrowers, Lenders, Issuer and Agent, and their respective successors and
permitted assigns.

      20. From and after the effectiveness hereof, all references to the Credit
Agreement in the Other Documents shall mean the Credit Agreement as amended and
modified by this Amendment.

      21. Except as amended and otherwise modified by this Amendment, the Credit
Agreement and the Other Documents shall remain in full force and effect in
accordance with their respective terms. Except as expressly provided herein,
this Amendment shall not constitute an amendment, waiver, consent or release
with respect to any provision of the Credit Agreement or any Other Document, a
waiver of any Default or Event of Default thereunder, or a waiver or release of
any of Agent's or any Lender's rights or remedies (all of which are hereby
reserved). Borrowers expressly ratify and confirm the waiver of jury trial and
other provisions of Section 12.3 of the Credit Agreement.

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

ATTEST:                                       RICHTON INTERNATIONAL CORPORATION

                                              By:
--------------------------------                 -------------------------------
Marshall E. Bernstein, Secretary              Name: Cornelius F. Griffin
                                              Title: Chief Financial Officer

ATTEST:                                       CENTURY SUPPLY CORP.

                                              By:
--------------------------------                 -------------------------------
Marshall E. Bernstein, Secretary              Name: Cornelius F. Griffin
                                              Title: Vice President

ATTEST:                                       CBE TECHNOLOGIES, INC.

                                              By:
--------------------------------                 -------------------------------
Marshall E. Bernstein, Secretary              Name: Cornelius F. Griffin
                                              Title: Vice President


                                       10
<PAGE>

                                              PNC BANK, NATIONAL ASSOCIATION,
                                              as Lender and as Agent

                                              By:
                                                 -------------------------------
                                              Name:  Ryan Peak
                                              Title: Vice President

                                              FLEET CAPITAL CORPORATION,
                                              as Lender

                                              By:
                                                 -------------------------------
                                              Name:
                                              Title:

                                              FIRSTAR BANK, N.A.,
                                              as Lender

                                              By:
                                                 -------------------------------
                                              Name:
                                              Title:

                                              IBJ WHITEHALL BUSINESS CREDIT
                                              CORPORATION, as Lender

                                              By:
                                                 -------------------------------
                                              Name:
                                              Title: