EXHIBIT 10.5

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

      THIS AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this
"Amendment") is made as of July 9, 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"), and PNC BANK, NATIONAL ASSOCIATION, a national banking association
("PNC"), as a Lender 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, supplemented or modified from time to
time, the "Credit Agreement"), by and among the Borrowers, the financial
institutions and insurance companies which are now or which hereafter become a
party thereto (collectively, the "Lenders" and individually a "Lender") and the
Agent, as agent for the Lenders, the Lenders agreed to make revolving credit and
term loans to the Borrowers upon the terms and conditions set forth therein.

      B. PNC is currently the sole Lender.

      C. The Borrowers and the Lender have agreed to amend the Credit Agreement
upon the terms and 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, the Borrowers, the Lender and the Agent 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.

      2. The definition of "Applicable Margin" in Section 1.2 of the Credit
Agreement is hereby amended to add the following at the end thereof:

            "Solely for purposes of calculating the Applicable Margin, (i) for
      all periods prior to receipt by the Agent of the financial statements of
      the Borrowers for the fiscal year ending on December 31, 1999, the
      Leverage Ratio shall be deemed to be greater than or equal to 2.5:1.0, and
      (ii) commencing on the date of receipt of such fiscal 1999 financial
      statements and for all periods thereafter, the Leverage Ratio shall be
      calculated on a quarterly basis upon receipt by the Agent of the
      Borrowers' financial statements as of the end of each fiscal quarter."

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      3. Section 6.10 of the Credit Agreement is hereby amended to read in its
entirety as follows:

            "6.10 Fixed Charge Coverage Ratio. Maintain a Fixed Charge Coverage
      Ratio of not less than 1.10 to 1.00 at the end of each fiscal quarter of
      Borrowers (commencing with the fiscal quarter of Borrowers ending on
      September 30, 1999) for the period of four (4) consecutive fiscal quarters
      of Borrowers then ending, provided that for purposes of calculating the
      Borrowers' compliance with this Section 6.10, the following items shall be
      excluded: (i) any EBITDA of CBC for the period of determination in excess
      of one million dollars ($1,000,000), (b) any interest expense of CBC to
      Deutsche Financial Services Corporation for such period, and (c) any
      scheduled principal payments of CBC to Deutsche Financial Services
      Corporation for such period with respect to Indebtedness for borrowed
      money."

      4. Section 6.11 of the Credit Agreement is hereby amended to read in its
entirety as follows:

            "6.11 Leverage Ratio. Commencing with the fiscal quarter of
      Borrowers ending on September 30, 1999, maintain a Leverage Ratio of not
      greater than (a) 5.25 to 1.00 as of the end of the first fiscal quarter of
      each fiscal year of Borrowers, (b) 4.50 to 1.00 as of the end of each of
      the second and third fiscal quarters of each fiscal year of Borrowers, and
      (c) 3.50 to 1.00 as of the end of the fourth fiscal quarter of each fiscal
      year of Borrowers, provided that for purposes of calculating the
      Borrowers' compliance with this Section 6.11, any EBITDA of CBC for the
      period of determination in excess of one million dollars ($1,000,000)
      shall be excluded."

      5. In order to induce the Lender and the Agent to enter into this
Amendment, the Borrowers hereby represent and warrant that:

            (a) no Default or Event of Default has occurred and is continuing;

            (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; and

            (d) the representations and warranties made by each Borrower 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.

      6. This Amendment shall become effective as of the date above upon receipt
by the Agent of (a) two (2) copies of this Amendment executed by each Borrower,
and (b) two (2) copies of the Consent of Guarantor, in the form attached hereto
as Exhibit A, executed by the Guarantor.

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


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      8. 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.

      9. 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, the Lender and the Agent, and their respective successors and
permitted assigns.

      10. 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.

      11. 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 the Agent's or any Lender's rights or remedies (all of which are hereby
reserved). The Borrowers expressly ratify and confirm the waiver of jury trial
and other provisions of Section 12.3 of the Credit Agreement.

[The remainder of this page is intentionally left blank. The next page is a
signature page.]


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      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


                                               PNC BANK, NATIONAL ASSOCIATION,
                                               as Lender and as Agent


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