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                                                                  Exhibit 10a
                                    AGREEMENT


This Agreement is made by, between and among:

         ASTREX, INC., a Delaware Corporation ("ASTREX");

         ENIGMA ENERGY COMPANY, a Texas limited liability company ("ENIGMA");
         and

         The MEMBERS (collectively the "MEMBERS" and singularly "MEMBER") whose
         names and share interests in ENIGMA are set forth on Annex "A" hereto
         and each of whom has signed an identical copy hereof;

and provides, in consideration of the mutual covenants and premises contained
herein, as follows:


ARTICLE I - INVESTMENT IN ENIGMA
            --------------------

1.1    AGREEMENT TO PURCHASE THE SHARES. On and subject to the terms hereof,
       ENIGMA covenants and agrees to issue, assign and transfer to ASTREX 435
       shares (the "Shares") in ENIGMA, and ASTREX agrees to acquire the Shares
       for the consideration (the "Purchase Price") set forth in 1.2 below.

1.2    PURCHASE PRICE. On the closing date (the "Closing Date") set forth in 1.4
       below, ASTREX shall pay the Purchase Price of $300,000.00, and ENIGMA
       shall issue and deliver to ASTREX such evidence of its ownership of the
       Shares as it shall require.

1.3    OPTION TO ACQUIRE MEMBER SHARES. Under the terms set forth in Article II
       below, the MEMBERS grant ASTREX an option to acquire the shares in ENIGMA
       held by the MEMBERS, such shares being called hereinafter collectively
       the "MEMBER Shares".

1.4    CLOSING DATE.  The Closing Date shall be on or before July 16, 1998.


ARTICLE II - OPTION TO ACQUIRE MEMBER SHARES
             -------------------------------

2.1    GRANT OF OPTION. As additional consideration for this Agreement and the
       payment of the Purchase Price, each MEMBER hereby grants to ASTREX the
       exclusive right and option to purchase all the shares in ENIGMA set forth
       by his respective name in Annex "A" for the consideration (the "Exercise
       Price") set forth in 2.2 below.

Astrex/Enigma Agreement                                                Page 2
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2.2    THE EXERCISE PRICE. The Exercise Price payable to a MEMBER for each share
       in ENIGMA shall consist of a cash payment and a contingent payment as
       follows:

       2.2.1 cash equal to $240.00 payable at the First Option Closing as
             defined below; and

       2.2.2 rights to receive a contingent number of shares of Common Stock in
             ASTREX (the "ASTREX Shares") in accordance with 2.3 below.

2.3    THE CONTINGENT PAYMENT. On or before the later in time of 210 days from
       the First Option Closing Date or June 1, 1999, ASTREX will issue,
       transfer and assign to each MEMBER a number of ASTREX Shares determined
       for each MEMBER Share by dividing $560.00 by the book value (the "Book
       Value") per share of the ASTREX Shares as defined in 2.3.4 below;
       provided, however, that fifty percent (50%) or more of the MEMBERS or
       ASTREX may request an independent appraisal of the ASTREX Shares. Such
       request for an independent appraisal must be made by the requesting party
       giving notice to the other party on or before the later in time of 190
       days from the First Option Closing Date or May 15, 1999, and such request
       properly given will cause the number of ASTREX Shares to be issued,
       assigned and transferred to each MEMBER per MEMBER Share at the Second
       Option Closing to be calculated and issued as follows:

       2.3.1    On or before the later in time of 240 days from the First Option
                Closing Date or July 1, 1999, ASTREX shall cause a reserve
                report (the "Report") to be prepared by an independent
                engineering firm agreed to by both ASTREX and more than half of
                the MEMBERS evaluating the oil and gas reserves of ENIGMA in
                accordance with the following parameters:

                (a)  the Report will cover all the oil and gas properties of
                     ASTREX which were held by ENIGMA as of the First Option
                     Closing Date hereinafter called the "Enigma Properties";

                (b)  for pricing purposes, the Report will utilize the average
                     price per Mcf of gas and per barrel of oil received during
                     the month of the First Option Closing;

                (c)  the Report shall be prepared using flat prices as
                     determined in (b) above and discounting to present value at
                     a rate of ten percent (10%) in order to determine a
                     Securities and Exchange Commission present value of all
                     proved reserves as of the close of the last month prior to
                     the date of the Report (the "Report Month");

                (d)  a value for the oil and gas reserves (the "Reserve Value")
                     shall then be determined by adding one hundred percent (100
                     %) of the value of the proved developed producing reserves
                     and ten percent (10%) of the value of the proved
                     undeveloped reserves, both as determined above;

                (e)  to the extent that ASTREX and more than half of the MEMBERS
                     cannot agree on an independent engineering firm, ASTREX
                     shall choose in its 

Astrex/Enigma Agreement                                               Page 3
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                     discretion either DeGolyer and McNaughton or Netherland
                     Sewell & Associates, Inc.

       2.3.2     A transaction value (the "Transaction Value") shall be 
                 calculated as follows:

                (a)  to the Reserve Value shall be added:

                     (i)   the amount of cash on hand in ENIGMA as of the First
                           Option Closing Date; and

                     (ii)  the amount of all cash payments for oil and gas
                           production received by ASTREX or accrued to ASTREX
                           from the ENIGMA Properties for the period beginning
                           with the First Option Closing Date and extending
                           through the Report Month; and

                     (iii) $25,000 representing the stipulated value of the
                           overriding royalty interest and reversionary rights
                           under the Carroll Unit.

                (b) from the Reserve Value shall be subtracted:

                     (i)   the total amount of all debt in ASTREX incurred for
                           the drilling or reworking of any producing or
                           abandoned well; and

                     (ii)  the amount of all operating expenses relating to the
                           ENIGMA Properties and paid by ASTREX after the First
                           Option Closing Date.

                (c)  the value resulting from adding the amounts set forth in
                     (a) above to the Reserve Value and subtracting those
                     amounts set forth in (b) above from the Reserve Value shall
                     be the Transaction Value.

       2.3.3    The number of ASTREX shares to be issued for each MEMBER Share
                shall then be calculated as follows:

                (a)  if the Transaction Value is equal to or more than
                     $4,300,000 and less than $6,000,000, the number of ASTREX
                     Shares shall be determined by dividing $560.00 by the Book
                     Value;

                (b)  to the extent that the Transaction Value is less than
                     $4,300,000, the number of ASTREX Shares to be issued under
                     (a) above will be reduced by a fraction in the exact ratio
                     of the Transaction Value less $1,500,000 to $2,800,000;
                     provided, however, that no ASTREX Shares shall be issued if
                     the Transaction Value is less than $2,000,000; e.g., if the
                     Transaction Value is $3,000,000, the amount of ASTREX
                     Shares to be issued will be

                            $1,500,000         X          $560
                            ----------                 ----------
                            $2,800,000                 Book Value
Astrex/Enigma Agreement                                               Page 4
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                (c)  to the extent that the Transaction Value is equal to or
                     greater than $6,000,000, the number of ASTREX Shares to be
                     issued will be increased by a fraction, the numerator which
                     is the sum of $6,000,000 and $.30 per each dollar that the
                     Transaction Value exceeds $6,000,000 and the denominator of
                     which is $6,000,000; provided, however that for purposes of
                     this calculation, the Transaction Value shall be deemed not
                     to exceed $9,000,000, e.g., if the Transaction Value is
                     $8,000,000, the amount of ASTREX Shares to be issued will
                     be

                           $6,600,000         X          $560
                           ----------                 ----------
                           $6,000,000                 Book Value

                (d)  a fractional ASTREX Share resulting from this calculation
                     and owing to a MEMBER shall be eliminated by rounding up to
                     the nearest whole ASTREX Share.

       2.3.4    For purposes hereof, the Book Value shall mean the lesser of the
                book value per share of the ASTREX Shares on the First Option
                Closing Date or Second Option Closing Date, determined in either
                case in accordance with generally accepted accounting principles
                and without respect to any adjustments for any of the
                transactions provided for in this Agreement.

2.4    OPTION PERIOD. The option to purchase the Member Shares shall commence on
       the date hereof and extend to the later in time of (i) September 21, 1998
       or (ii) seventy-five (75) days after date of first production from or, in
       the case the well is dry, the date of completion of ENIGMA's well
       designated as the Latham #2, such period including any extension thereof,
       herein called the "Option Period".

2.5    EXERCISE OF OPTION. ASTREX may exercise the option created hereunder by
       providing notice of its intention to ENIGMA within the Option Period.

2.6    AUTOMATIC TERMINATION. If ASTREX fails to exercise the option in
       accordance with the terms of this Agreement within the Option Period, the
       option granted hereunder shall terminate automatically and immediately
       without notice.

2.7    ASSIGNMENT OF OPTION. Other than to a wholly owned subsidiary, ASTREX may
       not assign the Option or any of the rights created hereunder, and any
       attempt to assign the Option is in violation of this 2.7 and shall result
       in the automatic and immediate termination without notice of the option
       granted hereunder.

2.8    CLOSING OF ACQUISITION OF THE MEMBER SHARES. The closing of the purchase
       of the MEMBER Shares shall take place on or before the later in time of
       (i) October 1, 1998, or (ii) fifteen (15) days after the exercise of the
       option provided in 2.5 above, such closing being called hereinafter the
       "First Option Closing" and the date thereof being called hereinafter the
       "First Option Closing Date". For all matters occurring after the First
       Option Closing Date, the term ASTREX shall include ENIGMA.

2.9    PAYMENT OF CONSIDERATION. At the First Option Closing, ASTREX shall
       deliver to ENIGMA on behalf of the MEMBERS in accordance with 2.2 above
       the appropriate 

Astrex/Enigma Agreement                                                  Page 5

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       amount of cash for the MEMBER Shares to be acquired and the right to
       receive a contingent number of ASTREX Shares in accordance with 2.3, and
       the MEMBERS and ENIGMA shall deliver to ASTREX such evidence of the
       transfer of ownership of the MEMBER Shares to ASTREX as ASTREX may
       require. In the event that ASTREX experiences a delay in obtaining its
       financing for the purchase of the MEMBER Shares, it may substitute sixty
       (60) day promissory notes for cash providing for interest calculated at
       an annual rate of fifteen percent (15%).

2.10   SECOND OPTION CLOSING DATE. The amount of ASTREX Shares as calculated
       under 2.3 above as owing to the MEMBERS shall be delivered to the MEMBERS
       by delivering certificates as evidence thereof to each of the MEMBERS
       within fifteen (15) days of the date of the Report, such delivery called
       herein the "Second Option Closing" and the date thereof called
       hereinafter the "Second Option Closing Date".


ARTICLE III - REPRESENTATIONS AND WARRANTIES OF ENIGMA
              ----------------------------------------

3.1    ENIGMA covenants, represents and warrants as follows, and acknowledges
       that ASTREX is relying upon such covenants, representations and
       warranties in connection with its acquisition of the Shares and its
       possible acquisition of the MEMBER Shares:

       3.1.1     ENIGMA is now and will remain during the Term hereof a limited
                 liability company duly organized and validly existing under the
                 laws of the State of Texas, with the requisite power and
                 authority to carry on its business and to enter into and
                 perform all of its obligations under this Agreement.

       3.1.2     This Agreement has been duly executed and delivered by ENIGMA
                 and the documents and instruments required hereunder to be
                 executed and delivered by ENIGMA shall have been duly executed
                 and delivered. This Agreement does, and such documents and
                 instruments will, constitute legal, valid and binding
                 obligations of ENIGMA enforceable in accordance with their
                 respective terms.

       3.1.3     The execution, deliver and performance of this Agreement and
                 the transactions contemplated hereby have been duly and validly
                 authorized by all requisite action on the part of ENIGMA.

       3.1.4     ENIGMA will transfer to ASTREX good and valid title to all of
                 the Shares, free and clear of all options, liens, mortgages,
                 charges, encumbrances, adverse claims and demands of other
                 third party interests of whatsoever nature and is entitled at
                 law in equity to issue, sell, assign and transfer good and
                 marketable title to the Shares pursuant to the provisions of
                 this Agreement.

       3.1.5     There are no charges, claims, proceedings, actions, lawsuits or
                 governmental investigations including environmental claims or
                 actions, in existence or, to the best of ENIGMA's knowledge,
                 contemplated or threatened, against 

Astrex/Enigma Agreement                                               Page 6

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                 ENIGMA or with respect to the assets of ENIGMA or the interests
                 of ENIGMA therein.

       3.1.6     The consummation of the transactions contemplated herein will
                 not violate, or be in conflict with, any provision of ENIGMA's
                 regulations or any agreement or instrument to which ENIGMA is a
                 party or is bound, or any judgment, decree, order, statute,
                 rule or regulation applicable to ENIGMA.

       3.1.7     ASTREX may hold and enjoy the Shares for its own use and
                 benefit without any lawful interruption of or by ENIGMA or any
                 other person whomsoever claiming or purporting to claim by,
                 through or under ENIGMA, and ENIGMA binds itself to warrant and
                 forever defend, at its sole cost and expense, all and singular
                 the Shares against all persons whomsoever claiming or
                 purporting to claim same or any part thereof or any interest
                 therein by, through or under ENIGMA.

       3.1.8     ENIGMA has now and will have on the Closing Date and at the
                 Option Closing Date good and marketable title to its assets and
                 has no liabilities other than those arising in the ordinary
                 course of business or as disclosed in writing to ASTREX as of
                 the date of this Agreement.

       3.1.9     Prior to the issuance of the Shares to ASTREX, the total number
                 of shares issued in ENIGMA will be 5,000, and, after such
                 issuance, the total number of shares issued in ENIGMA shall be
                 5,435 and such shares shall represent one hundred percent
                 (100%) of the ownership in ENIGMA.

       3.1.10    From the time this Agreement is executed by ASTREX through the
                 First Option Closing Date, ENIGMA will give ASTREX complete
                 access to its records and operations.

       3.1.11    From the date hereof through the First Option Closing Date,
                 ENIGMA will make no distributions of cash or property to the
                 MEMBERS and issue no additional shares in ENIGMA.

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE MEMBERS
             ---------------------------------------------

4.1    Each MEMBER, with respect to his ownership in ENIGMA, covenants,
       represents and warrants as follows, and acknowledges that ASTREX is
       relying upon such covenants, representations and warranties in connection
       with its acquisition of the Member Shares:

       4.1.1    This Agreement has been duly executed and delivered by such
                MEMBER, along with such other documents required to be executed
                hereunder, and constitute legal and binding obligations of such
                MEMBER.

       4.1.2    The number of shares in ENIGMA set forth by such MEMBER'S name
                on Annex "A" hereto is a correct statement of the total shares
                in Enigma owned by such MEMBER.

Astrex/Enigma Agreement                                                 Page 7

<PAGE>

       4.1.3    Such MEMBER now has, and at the time of their transfer to ASTREX
                will have, good and valid title to the Member Shares owed him,
                free and clear of all options, liens, mortgages, charges,
                encumbrances, adverse claims or other third party interests of
                whatsoever nature, and is entitled at law and in equity to sell,
                assign and transfer good and marketable title to the Member
                Shares owned by him pursuant to this Agreement.

       4.1.4    Such MEMBER has read this Agreement and with his signature
                hereto consents to ENIGMA's entering into this Agreement and to
                the actions to be performed by ENIGMA hereunder.


ARTICLE V - REPRESENTATIONS AND WARRANTIES OF ASTREX
            ----------------------------------------

5.1    ASTREX covenants, represents and warrants as follows, and acknowledges
       that ENIGMA and the MEMBERS are relying upon such covenants,
       representations and warranties in entering into this Agreement:

       5.1.1    ASTREX is now and throughout the Term hereof will be a
                corporation duly incorporated and validly existing under the
                laws of the State of Delaware with the requisite corporate power
                and authority to enter into and perform all of its obligations
                under this Agreement.

       5.1.2    The consummation of the transactions contemplated by this
                Agreement will not violate, nor be in conflict with, any
                provision of ASTREX's by-laws or charter, or any agreement or
                instrument to which ASTREX is a party or is bound, or any
                judgment, decree, order, statute, rule or regulation applicable
                to ASTREX.

       5.1.3    The execution, delivery, and performance of this Agreement and
                the transactions contemplated hereby have been duly and validly
                authorized by all requisite corporation action on the part of
                ASTREX.

       5.1.4    This Agreement has been duly executed and delivered by ASTREX
                and the documents and instruments required hereunder to be
                executed and delivered by ASTREX shall have been duly executed
                and delivered. This Agreement does, and such documents and
                instruments will, constitute legal, valid and binding
                obligations of ASTREX in accordance with their respective terms.

       5.1.5    As of the date hereof, the authorized capital of ASTREX consists
                of 15,000,000 shares of Common Stock, 200,000 shares of Series A
                Preferred Stock and 7,500,000 shares of Series B Preferred
                Stock. There are no warrants or options authorized.

       5.1.6    ASTREX has been supplied and read and understands the 
                Regulations of ENIGMA.

       5.1.7    ASTREX has conducted an independent review of the properties 
                and oil and gas reserves of ENIGMA.

Astrex/Enigma Agreement                                               Page 8

<PAGE>

       5.1.8    After the First Option Closing Date through the Second Option
                Closing Date, ASTREX will operate the ENIGMA Properties
                prudently and consistent with good oil and gas practices and
                will dispose of none of the ENIGMA Properties.

ARTICLE VI - SURVIVAL OF REMEDIES
             --------------------

6.1    Notwithstanding anything to the contrary herein, expressed or implied, it
       is expressly agreed and understood that the foregoing covenants,
       representations and warranties are true on the date hereof, and shall be
       repeated at each closing as being true at such time and notwithstanding
       closing and/or deliveries of covenants, representations and warranties in
       any other agreements at closing, prior or subsequent thereto or
       investigations by or on behalf of ENIGMA, ASTREX or the MEMBERS, the
       foregoing representations and warranties shall survive closing and shall
       continue and remain in full force and effect for the benefit of the
       ENIGMA, ASTREX and the MEMBERS.


ARTICLE VII - ASTREX'S CONDITIONS OF CLOSING
              ------------------------------

7.1    CONDITIONS. The purchase of the Shares by ASTREX in accordance with this
       Agreement is subject to and conditional upon the fulfillment and
       performance by ENIGMA and the Members of the following conditions at or
       before the Closing Date and before the First Option Closing Date;

       7.1.1    ENIGMA and the Members shall have complied with all covenants 
                and agreements herein agreed to be performed.

       7.1.2    All representations and warranties of ENIGMA and the MEMBERS set
                forth herein shall be true and correct at each closing with the
                same effect as if made again at such time.

       7.1.3    Any restrictions on and all legal requirements pertaining to the
                sale, transfer, and assignment of the Shares and the MEMBER
                Shares shall be complied with.

       7.1.4    ENIGMA will continue its operations in the manner it has prior
                to this Agreement and will proceed with the drilling of Latham
                #2 well.

7.2    WAIVER. The foregoing conditions shall be for the benefit of ASTREX and
       may, without prejudice to any of the rights of ASTREX hereunder
       (including reliance on or enforcement of warranties or covenants which
       are preserved dealing with or similar to the condition or conditions
       waived) be waived by it in writing, in whole or in part, at any time.


ARTICLE VIII - CONDITIONS OF CLOSING BY ENIGMA AND MEMBERS
               -------------------------------------------

Astrex/Enigma Agreement                                                 Page 9

<PAGE>

8.1    CONDITIONS. The sale of the Shares by ENIGMA and the MEMBER Shares in
       accordance with this Agreement is subject to and conditional upon the
       fulfillment and performance by ASTREX of the following conditions at or
       before the closing:

       8.1.1    ASTREX shall have complied with all covenants and agreements 
                herein agreed to be performed by it:

       8.1.2    All representations and warranties of ASTREX set forth herein
                shall be true and correct at each closing with the same effect
                as if made again at such time; and

       8.1.3    Any restrictions on and all legal requirements pertaining to the
                sale, transfer, assignment and the issuance of ASTREX Shares
                shall be complied with, including the application for and
                receipt by ASTREX, as the case may be, of all necessary
                consents, approvals and authorizations from all applicable third
                parties, including governmental bodies, duly constituted public
                authorities and stock exchanges having jurisdiction over the
                ASTREX Shares.

8.2    WAIVER. The foregoing conditions shall be for the benefit of ENIGMA and
       the MEMBERS and may, without prejudice to any of the rights of ENIGMA or
       the MEMBERS hereunder (including reliance on or enforcement of warranties
       or covenants which are preserved dealing with or similar to the condition
       or conditions waived) be waived, as applicable, by ENIGMA or seventy five
       percent (75%) in interest of the MEMBERS in writing, in whole or in part,
       at any time.


ARTICLE IX - INVESTMENT CONSIDERATIONS
             -------------------------

9.1    INVESTMENT RISK. ASTREX SHARES BEING GIVEN AS CONSIDERATION HEREINUNDER
       INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE ACCEPTED ONLY BE PERSONS WHO
       CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

9.2    NO APPROVAL OR DISAPPROVAL. THE ISSUE AND TRANSFER OF THE ASTREX SHARES
       TO THE MEMBERS HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
       AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
       ENDORSED THE MERITS OF THE OPTION OR CONSIDERATION THEREOF OR THE
       ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE 
       CONTRARY IS A CRIMINAL OFFENSE.

9.3    CONSTRUCTION. The MEMBERS are not to construe any of the contents of this
       Agreement as legal, investment or tax advice and should consult their own
       advisors as to all legal, investment, tax and related matters.

Astrex/Enigma Agreement                                                 Page 10

<PAGE>

9.4    NO OFFER TO SELL OR SOLICITATION. No dealer, salesman or any other person
       has been authorized to give any information or to make any representation
       not contained herein in connection with the ASTREX Shares and, if given
       or made, such information or representation must not be relied upon as
       having been authorized by ASTREX. This Agreement does not constitute an
       offer to sell or a solicitation of an offer to buy any of the securities
       offered hereby in any jurisdiction to any person to whom it is unlawful
       to make such an offer or solicitation in such jurisdiction. Neither the
       delivery of this document nor any sale made hereunder shall under any
       circumstances create any implication that there has been no change in the
       affairs of ASTREX or that the information set forth herein is correct as
       of any date subsequent to the date hereof.

9.5    LACK OF LIQUIDITY. The ASTREX offering will involve substantial risks and
       should only be considered by investors who have no need for liquidity in
       their investment.

9.6    ACCREDITED AND SOPHISTICATED INVESTORS. The ASTREX Shares are being
       offered only to those MEMBERS who are either Accredited Investors or
       Sophisticated Non-Accredited Investors.

9.7    VALUATION. The valuation of the ASTREX Shares at the Second Option
       Closing is based on the lower of their book value at the First Option
       Closing Date or immediately prior to the Second Option Closing Date as
       adjusted to eliminate the effort of the purchase of the oil and gas
       properties of ENIGMA and does not necessarily bear any relationship to
       the assets, potential assets, potential reserve values, cash flows or
       earnings, potential cash flows or earnings of ASTREX or any other
       recognized criteria or value.

9.8    FINANCIAL DATA. Each MEMBER has received a copy of ASTREX's 10-KSB filing
       made within thirty (30) days of the date hereof and which includes the
       audited financial statements of ASTREX as of March 31, 1998 ("ASTREX's
       10-KSB"). Each MEMBER will also receive a copy of ASTREX's most recent
       financial filings prior to the Second Option Closing Date. Each MEMBER
       may, if he or she so desires, make inquiries of appropriate members of
       the management of ASTREX with respect to the business of ASTREX or any
       other matters set forth herein, and may obtain any additional information
       which such person deems to be necessary in order to verify the accuracy
       of the information contained in this documents (to the extent that ASTREX
       possesses such information or can acquire it without unreasonable effort
       or expense).

9.9    ADDITIONAL CONSIDERATIONS. In evaluating ASTREX, each MEMBER should
       consider all the information and financial statements contained in the
       FORM 10-KSB accompanying this document and such other factors deemed
       pertinent and including or in addition thereto, the following:

       9.9.1    Lack of Possible Market for the Securities of the Company. Since
                the late Spring of 1992 the Common Stock of ASTREX has traded on
                only a very limited basis on the over-the-counter market.

Astrex/Enigma Agreement                                               Page 11

<PAGE>
                                          
       9.9.2    Other Limitations. Further, investors may find it more difficult
                to sell the ASTREX Shares than securities that are listed for
                trading on the NASDAQ or a national securities exchange. In part
                this is because securities that trade on the NASDAQ "electronic
                bulletin board" or in the "Pink Sheets" are normally subject to
                a rule that imposes additional sales practice requirements on
                broker-dealers who sell such securities to persons other than to
                accredited investors (generally defined as investors with net
                worth's in excess of $1,000,000 or annual income exceeding
                $200,000 [or $300,000 for a husband and wife]) or an established
                customer. For transactions covered by this rule, the
                broker-dealer must make a special suitability determination for
                the purchaser and must receive the purchaser's written consent
                to the transaction prior to the sales.

       9.9.3    Penny Stock Rules. In addition it is likely that ASTREX's Common
                Stock is likely to be deemed "penny stock" under regulations of
                the Securities and Exchange Commission (subject to certain
                exceptions, a "penny stock" is any equity security that has a
                market price of less than $5.00 per share). Subject to certain
                exceptions, transactions involving "penny stocks" require the
                delivery, prior to the transaction, of a disclosure schedule
                prepared by the Securities and Exchange Commission relating to
                the penny stock market; further the broker-dealer must disclose
                the commissions payable to both the broker-dealer and the
                registered representative, current quotations for the securities
                and, if the broker-dealer is the sole market-maker, the
                broker-dealer's presumed control over the market; and finally,
                monthly statements must be sent disclosing the recent price
                information for the penny stock held in the account and
                information on the limited market to penny stocks.

       9.9.4    Blue Sky Laws. A MEMBER may not be able to transfer or sell any
                of your shares in all states or other jurisdictions, dependent
                upon the "Blue Sky" securities laws of the State or other
                jurisdiction in which you intend to sell.

       9.9.5    Competition. The present business of ASTREX (principally the
                value added sale of electronic connectors and switches) is
                highly competitive. Many of ASTREX's competitors are larger in
                size and possess significantly greater resources. Should ASTREX
                exercise the Option herein it will also be engaged in the
                business or producing and finding oil and gas, which business
                presents similar and additional competitive risks.

9.10   PRIOR REORGANIZATION. In 1991, ASTREX faced with declining sales and
       shrinking margins due principally to retrenchment in the defense industry
       and substantial debenture debt, filed a petition for relief under Chapter
       11 of the Federal Bankruptcy Code in order to restructure its business
       and reduce its debt. ASTREX Plan of Reorganization was confirmed in March
       1992. Following emergence from Chapter 11, ASTREX was intermittently
       profitable and unprofitable but has been profitable for the past three
       fiscal years and presently anticipates, but cannot guarantee, that it
       will be so for the current fiscal year.

9.11   LACK OF EXPERTISE IN OIL AND GAS. If ASTREX exercises the Option, a
       substantial part of its business will be the production and finding of
       oil and natural gas. 

Astrex/Enigma Agreement                                               Page 12

<PAGE>

       ASTREX has no previous expertise or experience in the business of
       producing or finding oil and gas, although two of its present directors
       do have very limited previous experience and should the Option be
       exercised it is anticipated that the present Manager, Charles B. Crowell
       of ENIGMA, will continue with ASTREX and three new directors with
       substantial oil and gas expertise and experience will be added to
       ASTREX's Board. The business of producing and finding oil and gas is
       extremely competitive and extremely risky and in fact ASTREX presently
       lacks the basic knowledge and experience to even begin to delineate or
       quantify that competition and those risks.

9.12   THE COMPANY'S LINE OF CREDIT. Substantially all of the assets of ASTREX
       are pledged as security for ASTREX's credit facility. Were ASTREX to
       default on the same that event could materially adversely affect ASTREX,
       it's pledged assets, and it's ability to continue in business.

9.13   THE COMPANY'S INVENTORY. Technological changes, manufacturer price
       reductions, termination of the right to distribute a line, or cessation
       by a manufacturer of manufacture of a line could reduce the value of
       ASTREX's present inventory and ASTREX's borrowing power with respect to
       the same.

9.14   NO LONG TERM CONTRACTS. Although a significant portion of ASTREX's
       present business is done with long standing customers, none of whom
       constitute more than 10% of its business, ASTREX does not have long term
       contracts with these customers. To the extent several of ASTREX's
       long-standing customers ceased to purchase from ASTREX, its business
       could be materially adversely affected.

9.15   DEPENDENCE ON KEY PERSONNEL. In the past, ASTREX has relied in
       substantial respect on the efforts of its Chief Executive Officer. The
       loss of the services of that officer might have a material adverse effect
       on ASTREX. In the event that ASTREX exercises the Option it will also be
       relying in substantial respects upon the efforts of ENIGMA's manager and
       three contemplated new Board Members presently associated with ENIGMA.
       The loss of the services of any of those persons might have a material
       adverse effect on the Company in the event it exercise the Option.

9.16   MANAGEMENT CONTROL OF THE COMPANY. The Directors and officers of ASTREX,
       as a group, presently own approximately 57% of the voting shares of the
       Company. Therefore, as a practical matter the current members of ASTREX's
       management may have the voting power to approve all matters requiring a
       simple majority stockholder vote, including the election of the Board of
       Directors, and to generally direct the affairs of ASTREX. In the event
       ASTREX exercises the Option the percentage indicated above may change
       somewhat but it is doubtful that the control aspect will substantively
       change.

9.17   ANTI-TAKEOVER PROVISIONS. ASTREX's Certificate of Incorporation and
       By-Laws include certain provisions which may have the effect of
       discouraging persons from pursuing non-negotiated takeover attempts.
       These provisions include a classified board of directors, a limitation of
       nine directors and the ability to specify and issue preferred stock
       having characteristics that may increase the difficulty of non-negotiated
       takeover attempts.

Astrex/Enigma Agreement                                               Page 13

<PAGE>

9.18   LIMITED DIVIDEND HISTORY. ASTREX has not declared or paid a dividend on
       its capital stock since 1978 and does not anticipate a change in that
       policy with respect to the Common Stock.


ARTICLE X - REPRESENTATIONS OF MEMBERS TO ASTREX IN CONNECTION WITH INVESTMENT
            ------------------------------------------------------------------
    CONSIDERATIONS AND RISKS
    ------------------------

10.1 Each Member represents to ASTREX that:

       10.1.1    Such MEMBER has read this Agreement which sets forth the terms
                 of and some of the risks, has reviewed ASTREX's 10-KSB and that
                 any additional information on any aspect of ASTREX has been
                 answered to his or her satisfaction and all requests for
                 information necessary to verify the accuracy of the information
                 contained in this document or ASTREX 10-KSB have been
                 fulfilled.

       10.1.2    Such MEMBER is knowledgeable and experienced in financial and
                 business matters and is capable of evaluating the merits and
                 risks of owner the ASTREX Shares.

       10.1.3    Such MEMBER can bear the economic risks of participating in the
                 Offering.

       10.1.4    Such MEMBER is accepting the ASTREX Shares for his own account
                 for investment and not with a view toward resale or
                 distribution.

       10.1.5    Such MEMBER has adequate means of providing for his current
                 needs and possible personal contingencies, has no need for
                 liquidity of the investment and has no reason to anticipate any
                 change in personal circumstances, financial or otherwise, which
                 may cause or require any sale or distribution of such
                 securities.

       10.1.6    Such MEMBER is familiar with the nature and risks incident to
                 investment, and has determined that acquiring the ASTREX Shares
                 is consistent with his investment objectives and income
                 prospects.

       10.1.7    Such MEMBER is aware that there have only been a limited amount
                 of trades of ASTREX Common Stock over the past several years
                 and that there have been no representations of any sort from
                 ASTREX or anyone else that this situation may change in the
                 future.

       10.1.8    The overall commitment to investments of such MEMBER which are
                 not readily marketable is not disproportionate to his net
                 worth, and his investment in the ASTREX Shares will not cause
                 such overall commitment to become excessive.

       10.1.9    Such MEMBER realizes that since the ASTREX Share may not be
                 readily transferred, such MEMBER may not readily liquidate his
                 investment, and 

Astrex/Enigma Agreement                                               Page 14

<PAGE>

                 must not accept the ASTREX Shares unless he or she has
                 sufficient liquid assets to assume himself that such purchase
                 will cause him no undue financial difficulties.

ARTICLE XI - SPECIAL PROVISIONS
             ------------------

11.1    PERFORMANCE OF LATHAM #2 WELL. In the event the Latham $2 Well does not
        perform in accordance with the expectations of ASTREX, ASTREX may
        request to renegotiate the terms of this Agreement with ENIGMA and the
        MEMBERS, and ENIGMA and the MEMBERS agree to renegotiate in good faith
        with ASTREX.

11.2    ADDITIONAL WORK ON THE ENIGMA PROPERTIES. After the First Option Closing
        Date and prior to the Report Month, ASTREX agrees consistent with good
        operating practice and available credit (i) to proceed diligently with
        the development of the oil and gas reserves of ENIGMA and (ii) by the
        Report Month to drill at least one new well on the ENIGMA properties and
        rework at least one additional well.

11.3    REGISTRATION OF ASTREX SHARES. Within ninety (90) days of the Second
        Option Closing Date, ASTREX will use its best efforts to cause the
        ASTREX Shares to be registered with the Securities and Exchange
        Commission.


ARTICLE XII  - MISCELLANEOUS
               -------------

12.1    ASSIGNABILITY. This Agreement shall not be assignable in whole or in
        part by any party hereto without the prior written consent of the other
        parties hereto.

12.2    BINDING EFFECT. This Agreement shall inure to the benefit of and be
        binding upon the parties hereto and their successors and permitted
        assigns.

12.3    AMENDMENT. No amendment or variation of the terms, conditions,
        warranties, covenants, agreements and undertakings set forth herein
        shall be of any force or effect unless the same shall be reduced to
        writing, duly executed by all parties hereto, in the same manner and in
        the same formality as this Agreement is executed.

12.4    WAIVER. No provision of this Agreement shall be deemed to be waived
        unless such waiver is in writing. Any waiver of any default committed by
        any of the parties hereto in the observance or performance of any part
        of this Agreement shall not extend to or be taken in any manner to
        affect any other default.

12.5    SEVERABILITY OF PROVISIONS. If any provisions of this Agreement or the
        application thereof to any person or circumstances shall be invalid or
        unenforceable to any extent, the remainder of this Agreement and the
        application of such provisions to other persons or circumstances shall
        not be affected thereby and shall be enforced to the greatest extent
        permitted by law.

12.6    FURTHER ASSURANCES. Each of the parties shall at any time, and from time
        to time hereafter, take any and all steps, and execute, acknowledge and
        deliver to the other 

Astrex/Enigma Agreement                                               Page 15

<PAGE>

        party, any and all further instruments and assurances that the other
        party any reasonable require for the purpose of giving full force and
        effect to the provisions of this Agreement.

12.7    TIME OF THE ESSENCE. Time shall be of the essence of this Agreement.

12.8    COUNTERPARTS. This Agreement may be executed in counterparts, each of
        which shall be deemed to be an original and all of which shall be
        construed together as one agreement.

12.9    HEADINGS. Headings of the articles or sections hereof are inserted for
        convenience of reference only and shall not affect the construction or
        interpretation of this Agreement.

12.10   GOVERNING LAW. This Agreement and all amendments, modifications,
        alterations or supplements thereto shall, in all respects, be subject to
        and interpreted, construed and enforced in accordance with the laws of
        the State of Texas.

12.11   TERM. The term (the "Term") of this Agreement shall commence on the date
        of execution set forth below and continue through the first to occur of
        the termination of ASTREX's option to acquire the Member Shares or the
        closing of the acquisition of the Member Shares by ASTREX.

12.12   NOTICE. Unless otherwise provided herein, any notice, tender or delivery
        to be given hereunder by one party to another may be effected by (i)
        personal delivery, (ii) registered mail (iii) facsimile transmission or
        (in) overnight delivery and shall be effective when delivered to ASTREX
        or ENIGMA at the address or facsimile number below or to the MEMBERS at
        the address or facsimile number set forth by their signatures:


       TO ASTREX:

                  ASTREX, Inc.
                  205 Express Street
                  Plainview, NY 11803
                  Attention:  Michael McGuire
                  Facsimile:  (516) 433-1796

       CC:        John C. Loring
                  700 West Irving Park Road, Suite A-1
                  Chicago, IL  60613
                  Facsimile:  (773) 871-8374


       TO ENIGMA OR THE MEMBERS;

                  Enigma Energy Company, L.L.C.
                  800 Preston Commons West

Astrex/Enigma Agreement                                               Page 16

<PAGE>

                  8117 Preston Road
                  Dallas, Texas  75225
                  Attention:  Charles B. Crowell
                  Facsimile:  (214) 696-5971


       IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the 16th day of June, 1998.



                                             ASTREX, INC.

                                             by /s/ Michael McGuire

                                             Title /s/ President






                                             ENIGMA ENERGY COMPANY, L.L.C.

                                             by /s/ Charles B. Crowell

                                             Title /s/ Manager





                                             MEMBER

                                                    /s/ Charles B. Crowell
                                                         Kenneth E. Etheredge
                                                         N. Forrest Germany
                                                         James W. Harpel
                                                         Pirvest, Inc.
                                                         Bruce E. Lazier
                                                         J. Patrick McLochlin
                                                         Ted C. Newell
                                                         E. Wayne Nordberg
                                                         Martin B. Oring
                                                         John P. Tatum

                                             Address:

                                             ----------------------------------
Astrex/Enigma Agreement                                                Page 17

<PAGE>


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

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

                                             Facsimile:
                                                       ------------------------





Astrex/Enigma Agreement                                               Page 18