Exhibit 10.18

        LINE OF CREDIT AGREEMENT WITH LETTER OF CREDIT AND/OR ACCEPTANCE
                              FINANCING AGREEMENT

MIKRON INSTRUMENT CO., INC. of 16 THORNTON ROAD, OAKLAND, NJ 07426 (jointly and
severally if more than one, the "Borrower") and Fleet National Bank, a national
banking association created and existing under the laws of the United States of
America with a principal office located at 111 Westminster Street, Providence,
RI 02903 (the "Bank"), for valuable consideration, the receipt of which is
hereby acknowledged, agree as follows:

I.    DEFINITIONS.

      1.    Each reference herein to:

            a.    "Acceptance" shall mean a draft drawn by the Borrower on and
                  accepted by the Bank payable to the order of the Borrower and
                  endorsed by the Borrower either in blank or to the order of
                  the Bank and having a tenor not in excess of 180 days, and
                  created pursuant to the Acceptance Financing provisions of
                  this Agreement;

            b.    "Acceptance Credit Limit" shall mean the maximum amount of the
                  Credit Limit which may be used for the creation of Acceptances
                  as set forth in the Acceptance Financing provisions of this
                  Agreement;

            c.    "Accounts", "Chattel Paper", "Consumer Goods", "Documents",
                  "Equipment", "Farm Products", "Fixtures", "General
                  intangibles", "Goods", "Instruments", "Inventory", "Money",
                  and "Securities" shall have the meaning assigned to each in
                  the Uniform Commercial Code from time to time in effect in the
                  State (the "UCC");

            d.    "Affiliates of Borrower" means any person or entity that,
                  directly or indirectly, controls, is controlled by or is under
                  common control with the Borrower or is an inside director or
                  officer of the Borrower. For purposes of this definition, the
                  term "control" (including the terms "controlling", "controlled
                  by" and "under common control with") means the possession,
                  direct or indirect, of the power to vote five percent (5%) or
                  more of (i) the voting stock of a corporation, (ii) the
                  partnership interests of a partnership, or (iii) the
                  membership interests of a limited liability company, or to
                  direct or cause the direction of the management and policies
                  of any such entity, whether through the ownership of voting
                  stock, partnership interests, membership interests, by
                  contract or otherwise;

            e.    "Books and Records" shall mean all books, correspondence,
                  credit files, records and other documents relating directly or
                  indirectly to the Obligations and the Collateral, including,
                  without limitation, all tapes, cards, runs, data bases,
                  software programs, diskettes, and other papers and documents
                  in the possession or control of the Borrower, any computer
                  service bureau, or other agent or independent contractor;

            f.    "Clean Advance" shall mean a cash advance expressly excluding
                  the issuance of Letters of Credit and the creation of
                  Acceptances) by the Bank to the Borrower under the Clean
                  Advances provisions of this Agreement;


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            g.    "Commercial Letters of Credit" shall mean Letters of Credit,
                  the beneficiary of which is under a contractual obligation to
                  sell Goods to the Borrower, which Goods will constitute
                  Inventory in the hands of the Borrower;

            h.    "L/C Credit Limit" shall mean the maximum amount of the Credit
                  Limit which may be used for issuance of Letters of Credit as
                  set forth in the Letters of Credit provisions of this
                  Agreement;

            i.    "Letter of Credit Application" shall mean the agreement or
                  agreements between the Bank and the Borrower with respect to
                  the issuance of Letters of Credit;

            j.    "Letters of Credit" shall mean irrevocable credits as defined
                  in the UCP issued by the Bank to one or more beneficiaries for
                  the account of the Borrower and consisting of either or both
                  of Commercial Letters of Credit and Standby Letters of Credit
                  as provided in the Letters of Credit provisions of this
                  Agreement;

            k.    "Loan Documents" shall mean this Agreement, the Note, any Bank
                  issued Commitment Letter and any amendments thereto, and any
                  and all mortgages, pledge agreements, security agreements,
                  financing statements, guaranties and other documents related
                  to this Agreement and/or the Loan;

            l.    "Material Adverse Change" shall mean with respect to the
                  Borrower and any guarantors and any of their respective
                  properties or revenues, an event, action or condition that
                  would or is reasonably likely to (i) adversely affect the
                  validity or enforceability of, or the authority of the
                  Borrower and/or any guarantor to perform their respective
                  obligations under, the Loan Documents, or (ii) materially
                  adversely affect the business, operations, assets or condition
                  (financial or otherwise) of the Borrower and/or any guarantor
                  or the ability of the Borrower and/or any guarantor to perform
                  their respective obligations under any of the Loan Documents,
                  or (iii) materially adversely affect the value of any
                  Collateral;

            m.    "Prime Rate" shall mean the rate of interest designated by the
                  Bank from time to time as being its prime rate of interest,
                  which rate of interest may not necessarily be the lowest rate
                  of interest charged by the Bank to anyone of its customers or
                  any particular class of customers.

            n.    "Standby Letters of Credit" shall mean Letters of Credit which
                  represent the Bank's obligation to the beneficiary (i) to
                  repay money borrowed by or advanced to or for the account of
                  the Borrower, or (ii) to make payment on account of any
                  indebtedness undertaken by the Borrower, or (iii) to make
                  payment on account of any default by the Borrower in the
                  performance of an obligation;

            o.    "State" shall mean the State of New Jersey.

            p.    "TSOC" shall mean the Bank's Trade Services Operation Center
                  operated by Fleet Services Corporation;

            q.    "UCP" shall mean the Uniform Customs and Practice for
                  Documentary Credits, International Chamber of Commerce
                  Publication No. 500 (1993 Revision or the most recent revision
                  or successor thereto).


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II.   LOAN.

      1.    Credit Limit. This Agreement evidences a line of credit for the
            Borrower's short-term borrowing needs (the "Loan") with a credit
            limit (the "Credit Limit") of the maximum principal sum of One
            Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00).

      2.    Advances. The Bank agrees to make advances to the Borrower until
            demand by the Bank and/or termination of the Bank's commitment upon
            the occurrence of an Event of Default, provided that the aggregate
            principal amount of the Loan does not exceed the Credit Limit. The
            outstanding principal balance of all advances shall bear interest at
            the sum of the Prime Rate plus ZERO percent (00%) per annum.

      3.    Excess Advances. If for any reason the aggregate outstanding
            principal balance of the Loan should at any time exceed the Credit
            Limit, the Borrower shall, without demand, immediately pay to the
            Bank a sum sufficient to reduce the outstanding principal balance of
            the Loan to the Credit Limit.

      4.    Commitment Fee. A non-refundable commitment fee of $0.00 will be due
            and payable at closing, and a commitment fee will be charged to the
            Borrower on the annual renewal date ( if any) of the loan.

III.  CLEAN ADVANCES.

      1.    Maximum Amount. The Borrower may utilize the Loan for Clean Advances
            in the following maximum amount (which assumes the maximum amount of
            the Credit Limit is available to the Borrower): The maximum amount
            of One Million Five Hundred Thousand and No/100 Dollars
            ($1,500,000.00). This maximum amount is further modified by the
            provisions of Paragraph 8 of Part III.

      2.    Minimum Amount of Advance. Each advance under this Agreement shall
            be in the minimum amount of One Thousand Dollars ($ 1,000.00) or the
            unadvanced balance of the Credit Limit, whichever is less.

      3.    Telephone Access. The Borrower shall access the Loan by a telephonic
            request. The Borrower accepts all risks inherent in such request.
            The Borrower absolves the Bank from all damages, loss and
            liabilities of whatsoever nature which may result from an
            unauthorized telephonic request, a defective transmission, or a
            telephonic request which is misunderstood by the Bank employee.
            Neither the Bank nor any of its directors, officers or employees
            shall be under any duty to pass upon the validity, accuracy,
            authorization, effectiveness, or genuineness of any telephonic
            request, and the Bank and its directors, officers and employees
            shall be entitled to assume that any such telephonic instructions
            are valid, effective, accurate, genuine and authorized. The Borrower
            consents to the Bank's taping and recording of all telephonic
            conversations relating to this Agreement and the Loan. All advances
            shall be disbursed by the Bank by deposit of the Loan proceeds to
            the Borrower's deposit account with the Bank

      4.    Demand Loan. On demand by the Bank, the entire outstanding principal
            balance of the Loan and all accrued interest shall immediately
            become due and payable.

      5.    Note; Interest Calculation. The Loan shall be evidenced by the
            Borrower's note of even date with this Agreement (which note and all
            amendments thereto and any additional or supplementary notes
            executed pursuant to this Agreement are


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            herein referred to collectively as the "Note"). After demand, all
            principal and other amounts outstanding and payable under the Note
            shall bear interest at the rate of twenty percent (20%) per annum
            until paid in full. Interest shall be calculated on the basis of a
            360-day year using the actual number of days elapsed.

      6.    Late Fee. If the entire amount of any required principal and/or
            interest is not paid in full within (10) days after the same is due,
            the Borrower shall pay to the Bank a late fee equal to five percent
            (5%) of the required payment.

      7.    Prepayment. The Borrower shall have the right at any time and from
            time to time to prepay the Loan in whole or in part without premium,
            penalty, or other charge (except as set forth in the next sentence),
            but with accrued interest to the day of such prepayment on the
            amount prepaid. To the extent that any full prepayment during the
            first twelve (12) months from the date of this Agreement results,
            directly or indirectly, from the application of funds borrowed by
            the Borrower from any lending or financial services institution
            other than the Bank, the Borrower shall pay to the Bank at the time
            of such prepayment a non-refundable early termination fee of $35 (if
            unsecured) or $75 (if secured). This provision shall not constitute
            a waiver of Part V, 9 of this Agreement.

      8.    Annual Clean Up. As long as this Agreement remains in effect, the
            Borrower shall at least once each twelve (12) month period pay such
            amount of outstanding Clean Advances and accrued interest thereon as
            may be necessary to maintain for a period of at least thirty (30)
            consecutive days thereafter a Clean Advance balance less than or
            equal to zero percent (0%) of the maximum amount of Clean Advances.
            The Borrower's compliance with this clean-up provision of this
            paragraph shall not cause a termination of any security agreements,
            mortgages or other agreements which may secure the Loan.

IV.   REPRESENTATIONS AND WARRANTIES.

      The Borrower represents and warrants that:

      1.    Organization and Powers. (a) If a corporate, partnership, limited
            liability company or trust Borrower, it is duly organized, validly
            existing and in good standing, (b) it has the power and authority to
            own its properties and to carry on its business as now being
            conducted and, if a corporate, partnership, limited liability
            company or trust Borrower, is qualified to do business in every
            jurisdiction where such qualification is necessary, (c) it has the
            power to execute, deliver and perform the Loan Documents, (d) the
            execution, delivery and performance of the Loan Documents have been
            duly authorized by all requisite action, (e) the execution, delivery
            and performance of the Loan Documents will not violate any provision
            of law, any order of any court or other agency of government, the
            Articles of Incorporation or By-laws of a corporate Borrower, the
            partnership agreement of a partnership Borrower, the Articles of
            Incorporation or Operating Agreement of a limited liability company
            Borrower, or the trust agreement of a trust Borrower, or any
            indenture, agreement or other instrument to which it is a party, or
            by which it is bound, or be in conflict with, result in a breach of
            or constitute (with due notice or lapse of time or both) a default
            under any such indenture, agreement or other instrument, or result
            in the creation or imposition of any lien, charge or encumbrance of
            any nature


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            whatsoever upon any of the property or assets of the Borrower (other
            than in favor of the Bank) or the acceleration of any of its
            outstanding indebtedness.

      2.    Financial Statements. The Borrower has heretofore furnished to the
            Bank accurate and complete financial data and other information
            based on its operations in previous years, and said financial data
            fairly presents the financial position and the results of operations
            for the periods indicated therein. There has been no Material
            Adverse Change since the date of the most recent financial
            statement.

      3.    Litigation. There is no action, suit or proceeding at law or in
            equity or by or before any governmental instrumentality or other
            agency now pending or threatened against or affecting the Borrower.

      4.    No Conflict. The Borrower is not a party to any agreement or
            instrument or subject to any restriction materially or adversely
            affecting its business, properties or assets, operations or
            condition, financial or otherwise. The Borrower has no knowledge
            that it is in default in the performance, observance or fulfillment
            of any of the obligations, covenants or conditions contained in any
            agreement or instrument to which it is a party.

      5.    Use of Proceeds. No part of the proceeds of the Loan will be used
            for consumer purposes or will be used to purchase or carry, directly
            or indirectly, any margin stock or margin security (within the
            meaning of Regulation U of the Board of Governors of the Federal
            Reserve System) or to extend credit to others for the purpose of
            purchasing or carrying any such margin stock or margin security. If
            requested by the Bank the Borrower will furnish in connection with
            this Agreement a statement in conformity with the requirements of
            Federal Reserve Form U-1 referred to in said Regulation U.

V.    CONDITIONS OF LENDING.

      The Bank shall be obligated to make advances under this Agreement only if
      on the date such advance is requested:

      a.    The representations and warranties in Part III hereof are true and
            correct;

      b.    No Event of Default exists; and

      c.    The Bank shall have received: (a) certificate of authority, (b) the
            original Loan Documents, and (c) such additional supporting
            documents as the Bank may reasonably request.

VI.   COVENANTS.

      The Borrower covenants and agrees that it will:

      1.    (a) Legal Existence; Insurance; Etc. Keep in full force and effect
            its legal existence (if a corporation, partnership, limited
            liability company or trust), rights, licenses, permits and
            franchises and operate its business as conducted prior to the date
            hereof; maintain all property used in the conduct of its business
            and keep the same in good repair, working order and condition; and
            maintain adequate insurance on its properties against fire, theft,
            and extended coverage risks and against public liability and
            property damage and products liability and such other risks as may
            be required by law or as may be reasonably required by the Bank, in
            such form, for such periods, and written by such companies as may be
            satisfactory to the Bank, such insurance in the case of a secured
            loan to name


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            the Bank as additional insured and/or mortgagee/loss payee. All
            policies of insurance shall provide for at least twenty (20) days'
            written notice to the Bank prior to cancellation or change in the
            coverage, scope or amount of any such policies or policies. Borrower
            shall furnish the Bank with certificates of compliance with the
            foregoing insurance provision.

            (b) Compliance with Laws. Comply with all present and future
            applicable laws, ordinances, rules, regulations, directives and
            other requirements of all governmental instrumentalities, including
            without limitation those relating to Hazardous Substances, within
            such time periods as required thereby, with time being of the
            essence.

      2.    Operation of Business. Maintain and operate its business in a proper
            and efficient manner.

      3.    Payment of Taxes. Pay and discharge all taxes, assessments, and
            governmental charges imposed upon Borrower, its income or its
            property before the same shall be in default as well as all lawful
            claims for labor, materials and supplies or otherwise which, if
            unpaid, might become a lien upon any such properties.

      4.    Financial Statements. Furnish to the Bank

            a.    promptly, from time to time as requested by the Bank, and in
                  all events within one hundred twenty (120) days after the
                  close of each applicable party's tax year, (i) with respect to
                  the Borrower and all corporate, partnership or trust
                  guarantors, financial statements (audited if requested),
                  balance sheets, profit and loss statements, together with
                  supporting schedules, signed and in such form as may be
                  acceptable to the Bank; (ii) with respect to all individual
                  guarantors, signed personal financial statements; and (iii)
                  with respect to all entities and individuals referred to in
                  (i) and (ii), current Federal income tax returns (with all
                  schedules and exhibits), or in the case of a partnership, Form
                  1065 (with all schedules and exhibits). In any event, all the
                  documents referred to in this subparagraph (a), regardless of
                  when last submitted, must be submitted to the Bank, as often
                  as the Bank shall deem necessary, if there occurs a Material
                  Adverse Change.

            b.    promptly, from time to time, such other information regarding
                  the operations, assets, business, affairs and financial
                  condition of the Borrower and all guarantors, as the Bank may
                  reasonably request; and

            c.    with respect to all personal financial statements submitted by
                  individual guarantors, such statements shall be on forms
                  prescribed by the Bank.

      5.    Inspection. Permit agents or representatives of the Bank, at
            reasonable hours and upon reasonable notice, to inspect the Books
            and Records of the Borrower and to make abstracts or reproductions
            thereof, all at the Borrower's expense.

      6.    Adverse Changes. Promptly advise the Bank of any Material Adverse
            Change.

      7.    Accounting System. Maintain a standard system of accounting in
            accordance with generally accepted accounting principles.

      8.    Depository. Maintain the Bank as the Borrower's principal
            depository.

      9.    Indebtedness. Not incur or permit to exist any indebtedness or
            liability except indebtedness to the Bank or any Bank affiliate,
            indebtedness with respect to


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            warranty, trade obligations and other liabilities incurred in the
            ordinary course of business, and any indebtedness or liability
            permitted in writing by the Bank.

      10.   Liens. Not create, assume or suffer to exist any mortgage, security
            interest or lien on any of its assets, now or hereafter owned, other
            than liens securing indebtedness to the Bank or any Bank affiliate,
            liens securing the payment of taxes not yet due, liens imposed by
            law (other than for borrowed money), liens incurred by the Borrower
            in good faith in the ordinary course of business, and other liens
            permitted in writing by the Bank.

      11.   Guaranties; Etc. Not guarantee, endorse or otherwise become or be
            responsible for obligations of any other person or entity, whether
            by agreement to purchase the indebtedness of any other person or
            entity or agreement for the furnishing of funds to any other person
            or entity through purchase of Goods, supplies or services, or by way
            of stock purchase, capital contribution, advance or loan, for the
            purpose of paying or discharging any indebtedness or obligation of
            such other person or entity, or otherwise, except endorsements of
            negotiable instruments for collection in the ordinary course of
            business.

      12.   Investments. Not purchase, invest in or otherwise acquire or hold
            Securities including, without limitation, capital stock (including
            closely held stock) and evidences of indebtedness of, or make loans
            or advances to, or enter into any arrangement for the purpose of
            providing funds or credit to, any other person or entity (including,
            without limitation, all Affiliates of the Borrower), except
            investments in short-term obligations of the United States and
            certificates of deposit issued by the Bank or any Bank Affiliate.

      13.   Sales of Accounts and Instruments. Not sell, assign, discount or
            dispose of any Accounts or Instruments held by the Borrower, with or
            without recourse, except for collection (including endorsements) in
            the ordinary course of business.

      14.   Sales and Transfers. Not sell, assign, lease, transfer, sell and
            leaseback or otherwise dispose of all or any material amount of its
            assets not in the ordinary course of business to any person or
            entity or turn over the management of, or enter into a management
            contract with respect to, such assets.

      15.   Valuation. Not write up (by creating an appraisal surplus or
            otherwise) the value of any capital assets above their cost less the
            depreciation regularly allowable thereon.

      16.   Fundamental Changes. Not dissolve, liquidate, consolidate with or
            merge with any corporation, limited liability company or other
            entity or agree to do any of the foregoing.

      17.   Distributions. If a corporate Borrower, not declare or pay any
            dividends, or make any distribution to holders of shares of its
            capital stock (and on account of such capital stock) of cash,
            capital stock or other property, or directly or indirectly, redeem,
            purchase or otherwise acquire any shares of its capital stock of any
            class; and if a partnership or limited liability company Borrower,
            not permit the return or withdrawal of any capital contributions;
            provided, however, that if the Borrower is an "S" Corporation under
            the Internal Revenue Code, the Borrower may make annually such cash
            distributions to its shareholders as shall equal the sum of federal
            income taxes which are allocable to such shareholders'


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            income received or deemed to have been received on account of such
            shareholders' capital stock in the Borrower.

      18.   Additional Covenants. Comply with the additional covenants, if any,
            set forth on affixed Exhibit A-1.

VII.  SECURITY AGREEMENT AND OTHER SECURITY DOCUMENTS.

      1.    Security Interest; Collateral; Obligations. The Borrower hereby
            grants to the Bank, as security for any and all obligations
            whatsoever of the Borrower to the Bank, whether direct, indirect,
            absolute or contingent, due or to become due and whether now
            existing or hereafter arising and howsoever evidenced or acquired,
            including without limitation all indebtedness and liabilities
            evidenced by the Loan, this Agreement, the other Loan Documents,
            checking account overdrafts, and letter of credit reimbursement
            agreements, excluding, however, indebtedness incurred primarily for
            personal, family or household purposes (collectively, the
            "Obligations"), a security interest in and agrees and acknowledges
            that the Bank has and will continue to have a security interest in
            all of the Collateral described below, both presently owned and
            after acquired, together with all proceeds and products thereof,
            additions and accessions thereto, and all replacements and
            substitutions therefor (collectively, the "Collateral"), excluding,
            however, all such Collateral which constitutes Consumer Goods in the
            hands of the Borrower: Accounts, Books/Records, Chattel, Documents,
            Equipment Fixtures, Instruments, General Intangibles, Inventory,
            Securities, Machinery, Furniture, Contract Rights.

      2.    Borrower hereby warrants, covenants and agrees that:

            a.    Title; Adverse Liens. Except for prior security interests
                  disclosed on Exhibit A-2 (if any) and except for the security
                  interest granted hereby, the Borrower is the owner of
                  presently owned Collateral and will be the owner of Collateral
                  hereafter acquired free from any adverse lien, and Borrower
                  will defend the Collateral against the claims and demands of
                  all persons at any time claiming the same or any interest
                  therein.

            b.    Financing Statements. Except for financing statements
                  evidencing the security interests which may be listed on
                  Exhibit A-2 (if any), no financing statements covering any
                  Collateral are on file in any public office. At the request of
                  the Bank, the Borrower will execute one or more (i) financing
                  statements pursuant to the UCC; (ii) title certificate lien
                  application forms; and (iii) other documents necessary or
                  advisable to perfect the security interests evidenced hereby,
                  all in form satisfactory to the Bank. Where allowed by law,
                  the Borrower hereby irrevocably authorizes the Bank to file
                  financing statements and amendments without the signature of
                  the Borrower. The Borrower will pay the cost of filing the
                  aforesaid documents or filing or recording this Agreement in
                  all public offices wherever filing or recording is deemed by
                  the Bank to be necessary or desirable.

            c.    Adverse Liens. The Borrower will keep the Collateral free from
                  any future adverse liens.

            d.    Equipment. If the Borrower has granted a security interest in
                  Equipment:

                  i     The Equipment is used primarily for business purposes.


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                  ii    The Equipment will be kept at the location listed on
                        affixed Exhibit A-3. Borrower shall promptly notify Bank
                        of any change in the location of the Equipment and
                        Borrower will not remove the Equipment from such
                        location without the prior written consent of the Bank.

            e.    Inventory. If the Borrower has granted a security interest in
                  Inventory:

                  i     The Inventory is acquired for business purposes. In the
                        absence of an Event of Default hereunder, the Borrower
                        may sell the Inventory in the ordinary course of its
                        business upon terms not exceeding thirty (30) days, or
                        upon such further terms as the Bank may from time to
                        time approve. The Borrower shall not without the consent
                        of the Bank sell the Inventory to any supplier or
                        employee of the Borrower or to any person to whom the
                        `Borrower is indebted or under circumstances which would
                        otherwise create an adverse lien, including a right of
                        set-off, against the Account resulting from such sale.

                  ii    Inventory will be kept at the location listed on affixed
                        Exhibit A-3. The Borrower will promptly notify the Bank
                        of any change in the location of the Inventory, and the
                        Borrower will not remove the Inventory from such
                        location without the prior written consent of the Bank.

            f.    Accounts. If the Borrower has granted a security interest in
                  Accounts:

                  i     The Borrower will upon demand render to the Bank a
                        statement indicating the total dollar value of the
                        Accounts.

                  ii    The only offices where the Borrower keeps Books and
                        Records concerning any Accounts is at the location
                        listed on affixed Exhibit A-3. The Borrower will not
                        remove any of such Books and Records from said offices
                        without the prior written consent of the Bank.

                  iii   During the five years immediately preceding the grant of
                        the security interest hereby to the Secured Party,
                        Borrower has maintained its chief executive office at
                        the address(es), and during the time periods, set forth
                        on Exhibit A-3. Without the prior written consent of the
                        Secured Party, Borrower will not change its chief
                        executive office.

                  iv    The Borrower will at all times keep accurate and
                        complete Books and Records of its Accounts, and the Bank
                        or any of its agents shall have the right to inspect the
                        Borrower's Books and Records relating to said Accounts
                        or to any other transactions to which the Borrower is a
                        party and from which an Account might arise and to make
                        extracts from said Books and Records, all at the
                        Borrower's expense. The Bank may in its own name or in
                        the names of others, communicate with account debtors in
                        order to verify with them, to the Bank's satisfaction,
                        the existence, amount and terms of any Accounts. The
                        Borrower shall immediately notify the Bank of any event
                        causing loss or depreciation in value


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                        of any of its Accounts and the amount of such loss or
                        depreciation.

                  v     If any of the Borrower's Accounts arise out of contracts
                        with the United States or any department agency or
                        instrumentality thereof, the Borrower will immediately
                        notify the Bank thereof in writing and execute any
                        instruments and take any steps required by the Bank in
                        order that all monies due and to become due under such
                        contracts shall be assigned to the Bank and notice
                        thereof given to the government under the Federal
                        Assignment of Claims Act.

                  vi    If any of the Borrower's Accounts should be evidenced by
                        Instruments, the Borrower will immediately deliver such
                        Instruments to the Bank, appropriately endorsed to the
                        Bank's order and, regardless of the form of such
                        endorsement, the Borrower hereby waives presentment,
                        demand or notice of any kind with respect thereto.

                  vii   This Agreement may, but need not be supplemented by
                        separate assignments of Accounts to the Bank, and if
                        such assignments are given, the rights given thereby
                        shall be in addition to and not in limitation of the
                        rights and security interests given by this Agreement.

            g.    Fixtures; Farm Products. If the Borrower has granted a
                  security interest in Fixtures and/or Farm Products, there is
                  affixed hereto as Exhibit A-4 a description of the applicable
                  real estate and the name(s) of the record owner.

            h.    Investment Securities. If the Borrower has granted a security
                  interest in Investment Securities the Bank may transfer
                  Collateral into its name or that of its nominee and may
                  receive the income and any distributions thereon and hold the
                  same as Collateral for the Obligations, or apply the same to
                  any Obligation, whether or not an Event of Default has
                  occurred.

VIII. EVENTS OF DEFAULT.

      THE ITEMIZATION OF THE FOLLOWING EVENTS OF DEFAULT DOES NOT CHANGE THE
      DEMAND NATURE OF THE OBLIGATIONS EVIDENCED BY THIS AGREEMENT AND THE NOTE.

      1.    Listing of Events of Default. The occurrence of any of the following
            events or conditions with respect to the Borrower shall,
            individually and collectively, be an "Event of Default" hereunder:

            a.    any representation or warranty made herein or in any report,
                  certificate, financial statement or other instrument furnished
                  in connection with this Agreement or the Loan shall prove to
                  be false or misleading in any material respect;

            b.    failure to pay the principal of, or interest on, the Note or
                  any other indebtedness of the Borrower to the Bank, within ten
                  (10) days from the date the same or any installment thereof
                  shall become due and payable,


MIKRON INSTRUMENT CO., INC.       Page 10 of 19
<PAGE>

                  whether at the due date thereof or at a date fixed for
                  prepayment or by acceleration or otherwise;

            c.    default in the due observance or performance of any other
                  covenant, condition or agreement contained in this Agreement,
                  any of the other Loan Documents, or in any other agreement or
                  document evidencing or pertaining to Obligations, and such
                  other default shall remain unremedied for ten (10) days;

            d.    the acceleration of the maturity of any of the Borrower's
                  indebtedness other than to the Bank;

            e.    involvement in financial difficulties as evidenced by:

                  i     an attachment made on the Borrower's property or assets
                        which remains unreleased for a period in excess of
                        forty-five (45) days; or

                  ii    the inability to pay its debts (including without
                        limitation taxes) generally as they become due; or

                  iii   the appointment or authorization of a custodian as
                        defined in the Bankruptcy Code; provided, however, that
                        in the case of the appointment of a receiver in an
                        involuntary proceeding such appointment continues in
                        effect and undischarged for a period of thirty (30)
                        days; or

                  iv    the entry of an order for relief in a voluntary case
                        under any chapter of the Bankruptcy Code; or

                  v     the filing of an involuntary petition under any chapter
                        of the Bankruptcy Code, which petition remains
                        undismissed for a period of thirty (30) days; or

                  vi    any other judicial modification or adjustment of the
                        rights of Borrower's creditors;

            f.    final judgment for the payment in excess of an aggregate of
                  Ten Thousand Dollars ($10,000.00) shall be rendered against
                  the Borrower and the same shall remain undischarged for a
                  period of thirty (30) consecutive days during which execution
                  shall not be effectively stayed;

            g.    any transfer (which shall include, without limitation, by
                  sale, exchange, gift, pledge, hypothecation, or by other means
                  except transfers by operation of law) to any person who is not
                  presently a shareholder of a corporate Borrower or the spouse
                  or child of a shareholder of a corporate Borrower of any
                  voting capital stock of the Borrower, except any transfers of
                  such shares upon the death of a shareholder either by will or
                  by intestacy;

            h.    any transfer (as defined in (g)) to any person who is not
                  presently a partner of a partnership Borrower or the spouse or
                  child of a partner of a partnership Borrower of any
                  partnership interest in the Borrower, except any transfer of
                  such interest upon the death of a partner either by will or
                  intestacy;

            i.    any transfer (as defined in (g)) to any person who is not
                  presently a member of a limited liability company Borrower or
                  the spouse or child of


MIKRON INSTRUMENT CO., INC.       Page 11 of 19
<PAGE>

                  a member of a limited liability company Borrower of any
                  membership interest in the Borrower, except any transfer of
                  such interest upon the death of a member either by will or
                  intestacy;

            j.    in the case of a trust Borrower, (i) any change in the
                  beneficiaries of the trust; (ii) any dilution of the
                  beneficial interest of one or more of the beneficiaries; or
                  (iii) any change in the trustee or trustees;

            k.    the suspension of business for cause, other than strike,
                  casualty or other cause beyond the Borrower's control and in
                  the event of such suspension for cause beyond the Borrower's
                  control, failure to resume operations as soon as possible;

            l.    dissolution or termination of the legal existence of the
                  Borrower;

            m.    participation in any illegal activity or in any activity,
                  whether or not related to the business of the Borrower, that
                  may subject the assets of the Borrower to (i) a restraining
                  order or any form of injunction issued by any federal or state
                  court or (ii) seizure, forfeiture or confiscation by any
                  federal or state governmental. instrumentality;

            n.    if the Bank believes in good faith, at any time, that either
                  (a) the prospect of the Borrower's (i) repayment of the Loan
                  or payment of any of its other obligations under the Loan
                  Documents or (ii) performance of its duties thereunder is
                  impaired or (b) there is any Material Adverse Change; or

            o.    with respect to any guaranty and/or subordination agreement
                  included in the Loan Documents, the failure of the same to
                  remain in full force and effect until the Loan is paid in full
                  and this Agreement is terminated.

      2.    Certain Cross-Defaults. The happening off any event or condition set
            forth in subsection 1(e), (f), (l), or (m) above, with respect to a
            general partner of a partnership Borrower or any guarantor of the
            Loan shall likewise constitute an Event of Default.

      3.    Termination of Commitment. If an Event of Default occurs, the Bank,
            at its option, may (i) make demand for payment of the entire
            outstanding principal balance and all accrued interest on account of
            the advances (the Bank having the right at all times, whether or not
            an Event of Default has occurred, to make such demand); and (ii)
            terminate the commitment to make advances under this Agreement
            (provided, however, that if the Bank shall exercise its
            discretionary right to make demand, such demand shall also terminate
            the Bank's commitment to make advances, whether or not an Event of
            Default has occurred).

IX.   MISCELLANEOUS.

      1.    Waiver of Event of Default. No delay in terminating the Bank's
            commitment under this Agreement and/or in making demand shall affect
            the rights of the Bank later to take such action with respect
            thereto, and no waiver as to one Event of Default shall affect
            rights as to any other default.

      2.    Notices. Except as otherwise specifically provided for herein, any
            notice, demand or communication hereunder shall be given in writing
            (including facsimile transmission or telex) and mailed or delivered
            to each party at its address set forth below, or, as to each party,
            at such other address as shall be designated by such party by a
            prior notice to the other party in accordance with


MIKRON INSTRUMENT CO., INC.       Page 12 of 19
<PAGE>

            the terms of this provision. Any notice to the Borrower shall be
            sent as follows: MIKRON INSTRUMENT CO., INC., 16 THORNTON ROAD,
            OAKLAND, NJ 07426. All notices hereunder shall be effective upon the
            earliest to occur of (i) five (5) business days after such notice is
            mailed, by registered or certified mail, postage prepaid (return
            receipt requested), (ii) upon delivery by hand (iii) upon delivery
            if delivered by overnight courier (such delivery to be evidenced by
            the courier's records), and (iv) in the case of any notice or
            communication by telex or telecopy, on the date when sent.

      3.    Survival. This Agreement and all covenants, agreements,
            representations and warranties made herein and in the certificates
            delivered pursuant hereto shall survive any making by the Bank of
            the Loan and the execution and delivery of any Loan Documents and
            shall continue in full force and effect until this Agreement is
            terminated and all the Obligations are paid in full.

      4.    Legal Fees and Expenses; Additional Fees and Charges. The Borrower
            will pay all expenses incurred by the Bank in connection with the
            preparation of the Loan Documents, the making of the Loan, and the
            enforcement of the rights of the Bank in connection with this
            Agreement any of the other Loan Documents and the Loan, including,
            but not limited to, the reasonable fees of its counsel (which may
            include costs allocated by the Bank's internal legal department),
            plus the disbursements of said counsel. Borrower further agrees to
            pay to the Bank on demand all reasonable fees, costs and expenses
            incurred by the Bank in connection with the administration of the
            Loan, including, without limitation, overnight courier fees, lien
            search fees, and filing and recording fees. The Borrower agrees to
            pay on demand the Bank's service fees and charges for administrative
            costs as in effect from time to time (including, without limitation,
            such fees and charges as may be expressly provided for in this
            Agreement). Any such fee or charge may be implemented by the Bank
            from time to time or, in the case of any such existing fee or
            charge, the amount thereof may be increased by the Bank from time to
            time, in each instance, in or to such amount as the Bank in its sole
            discretion deems reasonable.

      5.    Choice of Law. This Agreement and all the other Loan Documents shall
            be construed in accordance with and governed by the local laws
            (excluding the conflict of laws rules, so-called) of the State.

      6.    Written Modification and Waiver. No modification or waiver of any
            provision of this Agreement or of any of the other Loan Documents
            nor consent to any departure by the Borrower therefrom shall in any
            event be effective unless the same shall be in writing, and then
            such waiver or consent shall be effective only in the specific
            instance and for the purpose for which given. No notice to or demand
            on the Borrower in any case shall entitle the Borrower to any other
            or further notice or demand in the same, similar or other
            circumstances.

      7.    Accounting Practice. All matters involving accounting practice are
            to be determined both as to classification of items and amounts in
            accordance with generally accepted principles of accounting practice
            consistently applied by the Borrower's accountants in the
            preparation of its previous annual financial statements.

      8.    Documentation. All documents required hereunder shall be in form and
            substance satisfactory to the Bank


MIKRON INSTRUMENT CO., INC.       Page 13 of 19
<PAGE>

      9.    Joint and Several Obligations. If this Agreement is signed by more
            than one Borrower, all obligations of the Borrowers are their joint
            and several obligations, and all references to the Borrower herein
            shall be deemed to refer to each of them, either of diem, and all of
            them.

      10.   Unenforceability. In the event any term or provision of this
            Agreement or the application thereof to any person or circumstance
            shall, to any extent be held invalid or unenforceable, the remainder
            of this Agreement or the application of such term or provision to
            persons or circumstances other than those to which it is held
            invalid or unenforceable, shall be valid and enforceable to the
            fullest extent permitted by law.

      11.   Cumulative Remedies; Setoff. The rights and remedies provided the
            Bank in this Agreement and in the other Loan Documents shall be
            cumulative and shall be in addition to and not in derogation of any
            rights or remedies provided the Bank in any other document
            instrument or agreement or under applicable law or otherwise, and
            may be exercised concurrently or successively. Borrower and any
            Guarantor hereby grant to Bank, a lien, security interest and right
            of setoff as security for all liabilities and obligations to Bank,
            whether now existing or hereafter arising, upon and against all
            deposits, credits, collateral and property, now or hereafter in the
            possession, custody, safekeeping or control of Bank or any entity
            under the control of FleetBoston Financial Corporation., or in
            transit to any of them. At any time, without demand or notice, Bank
            may set off the same or any part thereof and apply the same to any
            liability or obligation of Borrower and any Guarantor even though
            unmatured and regardless of the adequacy of any collateral securing
            the Loan. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS
            OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE
            LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH
            DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY
            GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

      12.   Assignments and Participations. The Borrower agrees that the Bank
            shall have the right at all times to sell all or any portion of the
            Loan and all Loan Documents, and to grant one or more participations
            in the Loan and in all Loan Documents. In connection therewith, the
            Borrower hereby irrevocably authorizes the Bank to deliver to each
            such purchaser, participant and prospective purchaser and
            prospective participant originals and copies of all Loan Documents
            and all financial statements and other credit and factual data from
            time to time in the Bank's possession which relate to the Borrower
            and/or all guarantors, if any, of the Loan. The Borrower further
            agrees that the Bank shall have the right at all times to disclose
            and report to credit reporting agencies such information pertaining
            to the Borrower and/or all guarantors, if any, as is consistent with
            the Bank's policies and practices from time to time in effect.

      13.   Maximum Rate of Interest. All provisions of this Agreement are
            expressly subject to the condition that in no event shall the amount
            paid or agreed to be paid to the Bank hereunder and deemed interest
            under applicable law exceed the maximum rate of interest on the
            unpaid principal balance of the Loan allowed by applicable law (the
            "Maximum Allowable Rate"), which shall mean the law in effect on the
            date of this Agreement, except that if there is a change in such law


MIKRON INSTRUMENT CO., INC.       Page 14 of 19
<PAGE>

            which results in a higher Maximum Allowable Rate being applicable to
            this Agreement then this Agreement shall be governed by such amended
            law from and after its effective date. In the event that fulfillment
            of any provision of this Agreement results in the interest rate
            hereunder being in excess of the Maximum Allowable Rate, the
            obligation to be fulfilled shall automatically be reduced to
            eliminate such excess. If, notwithstanding the foregoing, the Bank
            receives an amount which under applicable law would cause the
            interest rate set forth in this Agreement to exceed the Maximum
            Allowable Rate, the portion thereof which would be excessive shall
            automatically be applied to and deemed a prepayment of the unpaid
            principal balance of the Loan and not a payment of interest.

      14.   WAIVER OF JURY TRIAL THE BORROWER WAIVES ANY RIGHTS IT MAY HAVE TO A
            TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS
            AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS, AND AGREES THAT ANY
            SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

      15.   Jurisdiction and Venue. The Borrower irrevocably consents that any
            legal action or proceeding against it or any of its property with
            respect to any matter arising under or relating to this Agreement
            and the other Loan Documents may be brought in any court of the
            State, or any Federal Court of the United States of America located
            in the State, as the Bank may elect, and by execution and delivery
            of this Agreement the Borrower hereby submits to and accepts with
            regard to any such action or proceeding, for itself and in respect
            of its property, generally and unconditionally, the jurisdiction of
            the aforesaid courts. The Borrower further irrevocably consents to
            the service of process in any such action or proceeding by the
            mailing of copies thereof by registered or certified mail, postage
            prepaid, to the Borrower at its address set forth herein. The
            foregoing, however, shall not limit the Bank's rights to serve
            process in any other manner permitted by law or to bring any legal
            action or proceeding or to obtain execution of judgment in any other
            jurisdiction. The Borrower irrevocably waives any objection which it
            may now or hereafter have to the laying of the venue of any suit,
            action or proceeding arising out of or relating to this Agreement
            and the other Loan Documents, and further irrevocably waives any
            claim that the State is not a convenient forum for any such suit,
            action or proceeding.

      16.   Presentment; Etc. The Borrower expressly waives presentment notice
            of dishonor, protest and notice of non-payment.

      17.   Debit. The Borrower hereby irrevocably authorizes the Bank and any
            subsequent holder of the Note, both before and after demand, to
            debit any of the Borrower's business accounts maintained with the
            Bank (or subsequent holder for all sums (including without
            limitation principal, interest, late fees, and other fees) payable
            from time to time under this Agreement and the other Loan Documents.
            In addition, if the Borrower has signed a separate authorization,
            the Bank is authorized to initiate ACH debit transfers for the Loan
            payments and on the business account(s) specified in the
            authorization. These provisions shall not obligate the Bank to
            create or allow any overdraft, and such authority shall not relieve
            the Borrower of the obligation to assure that payments are made when
            due.


MIKRON INSTRUMENT CO., INC.       Page 15 of 19
<PAGE>

      18.   Integration. The Loan Documents supersede all prior agreements
            between the parties with respect to the Loan, whether oral or
            written, including, without limitation, all correspondence between
            counsel for the respective parties. The Loan Documents constitute
            the entire agreements between the parties with respect to the Loan,
            and the rights, duties, and obligations of the parties with respect
            thereto.

      19.   Lender Liability. The Bank shall not be liable for any loss
            sustained by any party resulting from any action, omission, or
            failure to act by the Bank, whether with respect to the exercise or
            enforcement of the Bank's rights or remedies under the Loan
            Documents, the Loan, or otherwise, unless such loss is caused by the
            actual willful misconduct of the Bank conducted in bad faith. IN NO
            EVENT SHALL THE BANK EVER BE LIABLE FOR CONSEQUENTIAL OR PUNITIVE
            DAMAGES, ANY RIGHT OR CLAIM THERETO BEING EXPRESSLY AND
            UNCONDITIONALLY WAIVED.

      20.   Bank's Decisional Standards. To the extent that applicable laws
            require the Bank's actions or decisions under the Loan Documents to
            be conducted in good faith, the term "good faith" shall be defined
            (using a subjective standard) as honesty in fact with regard to the
            conduct or transaction concerned based upon the facts and
            circumstances actually known to the individual(s) acting for the
            Bank, and such requirement may be satisfied by reliance upon the
            advice of attorneys, accountants, appraisers, architects, engineers,
            or other qualified professionals.

      21.   Descriptive Headings; Context. The captions in this Agreement are
            for convenience of reference only and shall not define or limit any
            provision. Whenever the context requires, reference in this
            Agreement to the neuter gender shall include the masculine and/or
            feminine gender, and the singular number shall include the plural,
            and, in each case, vice versa.

      22.   Acknowledgment of Copy. The Borrower acknowledges that it has
            received a fully executed copy of this Agreement.

IN WITNESS WHEREOF, the Borrower and the Bank by persons duly authorized, have
executed this Agreement as of ___________________, 2001.

WITNESS

                                        MIKRON INSTRUMENT CO., INC.


____________________________________    By:_____________________________________
                                        Name:
                                        Title:


____________________________________    By:_____________________________________
                                        Name:
                                        Title:


MIKRON INSTRUMENT CO., INC.       Page 16 of 19
<PAGE>

                                        Fleet National Bank


                                        By:_____________________________________
                                        Name:
                                        Title:


MIKRON INSTRUMENT CO., INC.       Page 17 of 19
<PAGE>

                                   EXHIBIT A-1

Reference to V.18: Additional Covenants

The Borrower shall comply with the following additional requirements:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
            PROPOSED COVENANT                            LIMITS             TESTING FREQUENCY
---------------------------------------------------------------------------------------------
<S>                                             <C>                              <C>
NI + Dep. + Amort. + Int. - Unfunded CAPEX      1.00 to 1                        Annually
------------------------------------------
          CMLTD + Int. Exp.
---------------------------------------------------------------------------------------------
Minimum Tangible Net Worth - GAAP               $3,844,000 - 10/31/00           Quarterly
                                                $4,100,000 - 10/31/01
---------------------------------------------------------------------------------------------
            Total Liabilities                   1.0 to 1                        Quarterly
            -----------------
            Tangible Net Worth
---------------------------------------------------------------------------------------------
</TABLE>


MIKRON INSTRUMENT CO., INC.       Page 18 of 19
<PAGE>

                                   EXHIBIT A-2

                     Prior Security Interests in Collateral

                                   EXHIBIT A-3

                              Location of Equipment

                       16 THORNTON ROAD, OAKLAND, NJ 07426

                              Location of Inventory

                       16 THORNTON ROAD, OAKLAND, NJ 07426

                     Offices Containing Records of Accounts

                       16 THORNTON ROAD, OAKLAND, NJ 07426

                                   EXHIBIT A-4

                           Description of Real Estate

                             Name(s) of Record Owner


MIKRON INSTRUMENT CO., INC.       Page 19 of 19