<PAGE>

<PAGE>

                                                                   EXHIBIT 10(A)



                          CREDIT AND SECURITY AGREEMENT
                                   (REVOLVER)


     CREDIT AND SECURITY AGREEMENT,  dated as of July 9, 1997 (the "Agreement"),
between  Astrex,  Inc., a Delaware  corporation,  having  offices at 205 Express
Street,  Plainview,  New York 11803 (the  "Borrower"),  T.F.  Cushing,  Inc.,  a
Massachusetts  corporation having offices at 126 Myron Street, West Springfield,
Massachusetts  01089  ("TFCI")  and Fleet  National  Bank,  a  national  banking
association,  having offices at One Landmark Square, Stamford, Connecticut 06901
(the "Lender" or "Bank").

     The Borrower, TFCI and the Lender, for good and valuable consideration, the
receipt  and  sufficiency  of  which is  hereby  acknowledged,  hereby  agree as
follows:


                              ARTICLE 1. THE LOANS

     1.1 CERTAIN DEFINITIONS.  Certain capitalized terms used herein are defined
in Appendix A attached hereto.

     1.2  REVOLVING  CREDIT  LOANS  AND  RESERVES.  Subject  to  the  terms  and
conditions  of  this  Agreement  and  in  reliance  on the  representations  and
warranties of the Borrower contained herein, the Lender agrees to make available
to the  Borrower  from  time  to  time,  prior  to  the  Revolving  Credit  Loan
Termination Date, upon the request of the Borrower, revolving credit loans (each
a "Loan" or "Revolving  Credit Loan" and  collectively the "Loans" or "Revolving
Credit Loans") in an aggregate  principal amount not to exceed,  at any one time
outstanding,  the Revolving  Credit  Maximum  Amount.  In addition to any of its
other rights hereunder, the Borrower, pursuant to said terms and subject to said
conditions,  may borrow, repay and reborrow the Revolving Credit Loans up to, at
any one time outstanding, the Revolving Credit Maximum Amount. Lender shall have
the right to  establish  reserves  in such  amounts,  and with  respect  to such
matters,  as Lender shall deem necessary or appropriate in its reasonable credit
judgment,  against  the amount of  Revolving  Credit  Loans which  Borrower  may
otherwise request  hereunder.  Such reserves shall be calculated (as deductions)
in determining the Borrowing Base.

     1.3 THE NOTE.  The Loans,  and the  obligation of the Borrower to repay the
Loans with interest,  shall be evidenced by a revolving  credit  promissory note
(such  promissory  note is  hereinafter  referred to as the "Note" which defined
term shall also include such  promissory note as it may be extended or otherwise
amended, supplemented, or modified from time to time and also any notes (if any)
given  in  extension,  renewal,  or  substitution  of such  promissory  note) in
substantially the form of Exhibit A attached hereto.

     1.4 INTEREST.  The  aggregate  unpaid  principal  balance of the Prime Rate
Revolving 


<PAGE>
                                      -2-


Credit Portion  outstanding  from time to time shall bear interest at a rate per
annum equal to the Prime Rate in effect from time to time. If Borrower  properly
exercises  its  LIBOR  Option in  accordance  with  Section  1.6(b)  below,  the
aggregate  unpaid  principal  balance  of the Libor  Revolving  Credit  Portions
outstanding  from time to time shall bear  interest at a rate per annum equal to
the sum of (i) the Libor Rate applicable to each Libor Revolving  Credit Portion
for the  corresponding  Interest  Period plus (ii) two percent  (2%) (i.e.,  200
basis   points).   Anything   contained  in  this   Agreement  to  the  contrary
notwithstanding,  during any period in which an Event of Default is  continuing,
the  interest  rate  hereunder  and under the Note  shall,  at the option of the
Lender,  be increased to a rate per annum equal to the Revolving  Credit Default
Rate and any interest  accruing at such  Revolving  Credit Default Rate shall be
payable on demand.

     All  computations of interest shall be made on the basis of a three hundred
sixty (360) day year and the actual number of days elapsed.

     Anything   contained  in  this  Agreement  or  the  Note  to  the  contrary
notwithstanding, the Lender does not intend to charge and the Borrower shall not
be required  to pay  interest  or other  charges in excess of the  maximum  rate
permitted by  Applicable  Law.  Any payments in excess of such maximum  shall be
refunded to Borrower or credited against principal.

     1.5 PAYMENT OF PRINCIPAL AND INTEREST AND OTHER AMOUNTS. The Borrower shall
pay the unpaid  principal of all Revolving  Credit Loans on the Revolving Credit
Maturity Date.  Interest on the Revolving Credit Loans shall be due and payable,
in arrears,  on each  Revolving  Credit  Interest  Payment  Date and also on the
Revolving Credit Maturity Date. (The Lender in its sole and absolute  discretion
may make a Loan to cover an interest  payment due on a Revolving Credit Interest
Payment Date;  provided,  that it is understood and agreed that the Lender shall
have no  obligation to do so). All payments of  principal,  interest,  and other
amounts due  hereunder  or under the Note shall be made  without any  deductions
whatsoever,  including,  but not  limited  to, any  deduction  for any  set-off,
recoupment, or counterclaim. All payments shall be made in United States Dollars
and immediately available funds. Unless the Lender otherwise agrees (and subject
to Section 1.8 below),  all payments  shall first be applied to fees,  costs and
expenses  which the Borrower is obligated to pay under the Financing  Documents,
then to  accrued  and  unpaid  interest  and then to unpaid  principal  (nothing
contained herein shall limit the rights of the Lender under Section 7.4). If any
payment  hereunder  or  under  the  Note or other  Financing  Document  shall be
specified to be made upon a day which is not a Business  Day, it shall  (subject
to the provisions  regarding Business Days in the definition of Interest Period)
be made on the next succeeding day which is a Business Day and such extension of
time shall in such case, to the extent applicable,  be included in computing any
interest in  connection  with such  payment.  The records of the Lender shall be
prima facie  evidence of the making of any Revolving  Credit Loans,  any accrued
interest thereon, the amount of Loans bearing interest at the Prime Rate or with
reference to the Libor Rate,  and all  principal  and interest  payments made in
respect  thereof;  provided,  that no failure of the Lender to timely record any
transaction,  or any error in any such  recordation,  shall in any way affect or
impair any liability or other obligation of the Borrower to the Lender.

<PAGE>
                                      -3-


     1.6 NOTICE OF BORROWING;  AUTHORITY FOR BORROWING;  LIBOR REQUESTS. (a) The
Borrower  shall  give the Lender  written  (or,  if  acceptable  to the  Lender,
telephonic)  notice  of the  amount  and  date of  each  Revolving  Credit  Loan
requested under the Revolving Credit Facility  received no later than 12:00 p.m.
on the  date on  which  the  requested  Revolving  Credit  Loan  is to be  made,
provided,  that if all or any portion of such Loan is to be included  (as of the
making  of such  Loan)  as part (or all) of a Libor  Revolving  Credit  Portion,
Borrower  shall give the Lender at least two (2)  Business  Days prior notice of
such requested Revolving Credit Loan and give to Lender a LIBOR Request pursuant
to Section 1.6(b) below.  Such notice shall be accompanied by a true and correct
and current  Borrowing  Base  Certificate  (if  acceptable  to the  Lender,  the
Borrowing Base Certificate can also serve as notice of the request of the Loan).
Such  Notice  shall  specify  the  proposed  effective  date and  amount of such
Revolving Credit Loan. (If requested by Lender (at its option) telephonic notice
shall be followed by written  confirmation.)  No failure to give any such notice
(or  confirmation) or supply any such certificate shall impair the obligation of
the Borrower to repay any Loan made by the Lender.

     The  Lender  may  assume  that any  person  whom the  Lender in good  faith
believes  is an  employee  or  officer  of the  Borrower  and who  requests  any
Revolving  Credit Loan is authorized  to do so on behalf of the Borrower  unless
the Lender has received prior  specific  written notice from the Borrower to the
contrary.  Lender shall have no responsibility to verify the origin of any oral,
electronic or other communication.

     (b) (i) Upon the  conditions  that:  (1) Lender shall have received a LIBOR
Request from  Borrower at least two (2) Business  Days prior to the first day of
the  Interest  Period  requested,  (2) there  shall have  occurred  no change in
Applicable  Law which  would make it unlawful  for Lender to obtain  deposits of
U.S. Dollars in the London interbank foreign currency deposits market, (3) as of
the date of the LIBOR  Request and the first day of the Interest  Period,  there
shall exist no Default or Event of Default,  (4) Lender is able to determine the
Libor Rate in respect of the requested  Interest  Period and (5) as of the first
date of the Interest  Period,  there is no more than two (2)  outstanding  LIBOR
Revolving  Credit Portions  including the LIBOR  Revolving  Credit Portion being
requested,  then interest on the LIBOR Revolving Credit Portion requested during
the Interest  Period  requested will be based on the  applicable  LIBOR Rate. No
LIBOR Revolving Credit Portion shall be less than $500,000.00.

     (ii) Each LIBOR  Request  shall be  irrevocable  and  binding on  Borrower.
Borrower  shall  indemnify  Lender for any loss,  penalty or reasonable  expense
incurred  by Lender due to failure on the part of  Borrower  to  fulfill,  on or
before the date  specified in any LIBOR Request,  the applicable  conditions set
forth  in this  Agreement,  or due to any  other  failure  to  make a  borrowing
requested  in a LIBOR  Request or due to the  prepayment  or payment  (including
without  limitation  any payment after  acceleration)  of the  applicable  LIBOR
Revolving  Credit  Portion  prior  to the last  day of the  applicable  Interest
Period, including,  without limitation,  any loss (including loss of anticipated
profits) or expense  incurred by reason of the  liquidation or  redeployment  of
deposits or other funds  acquired by Lender to fund or maintain  the  applicable
LIBOR Revolving Credit Portion (or requested LIBOR Revolving Credit Portion).

<PAGE>
                                      -4-


     (iii) If any change in any Legal Requirement shall (1) make it unlawful for
Lender to fund through the purchase of U.S.  Dollar deposits any LIBOR Revolving
Credit Portion or otherwise give effect to its obligations as contemplated under
this Section 1.6(b) (or other applicable  provision  hereof) or (2) shall impose
on Lender  any  additional  restrictions  on the  amount of such a  category  of
liabilities  or assets which Lender may hold,  then,  in each such case,  Lender
may, by notice thereof to Borrower, terminate the LIBOR Option. If any change in
any Legal  Requirement  shall impose of Lender any additional costs (not already
taken into account under Eurocurrency Reserve Requirements) based on or measured
by the excess above a specified level of the amount of a category of deposits or
other  liabilities of Lender which  includes  deposits by reference to which the
LIBOR Rate is  determined  as  provided  herein or a category of  extensions  of
credit or other  assets of Lender  which  includes  any LIBOR  Revolving  Credit
Portion or there shall be imposed on Lender or the London  interbank  market any
other condition (with respect to a Legal  Requirement or otherwise) with respect
to this Agreement or the Loans and the result of such condition is to impose any
additional  costs on the Lender  (including  any reduction in Lender's  return),
then Borrower shall, upon demand of Lender,  pay to Lender the amount of any and
all such additional  costs.  Also, at the Lender's  option,  any LIBOR Revolving
Credit Portion subject thereto shall immediately bear interest thereafter at the
rate and in the  manner  provided  for  Prime  Rate  Revolving  Credit  Portions
pursuant to Section 1.4 above. Borrower shall indemnify Lender against any loss,
penalty or expense  incurred by Lender due to  liquidation  or  redeployment  of
deposits  or other  funds  acquired  by  Lender  to fund or  maintain  any LIBOR
Revolving Credit Portion that is terminated under this paragraph.

     (iv) Lender shall receive  payments of amounts of principal of and interest
with  respect  to the LIBOR  Revolving  Credit  Portions  free and clear of, and
without  deduction for, any Taxes.  If (1) Lender shall be subject to any Tax in
respect  of any  LIBOR  Revolving  Credit  Portion  or any part  thereof  or (2)
Borrower  shall be required to withhold or deduct any Tax from any such  amount,
the LIBOR  Rate  applicable  to such LIBOR  Revolving  Credit  Portion  shall be
adjusted  by  Lender to  reflect  all  additional  costs  incurred  by Lender in
connection with the payment by Lender or the withholding by Borrower of such Tax
and Borrower shall provide  Lender with a statement  detailing the amount of any
such Tax  actually  paid by Borrower.  Determination  by Lender of the amount of
such costs shall, in the absence of manifest error, be conclusive.  If after any
such adjustment any part of any Tax paid by Lender is subsequently  recovered by
Lender,  Lender  shall  reimburse  Borrower  to  the  extent  of the  amount  so
recovered.  A  certificate  of an officer of Lender  setting forth the amount of
such recovery and the basis therefor shall, in the absence of manifest error, be
conclusive.

     (v) Any amounts owed by Borrower under this Section 1.6(b) shall be due and
payable upon demand. The Lender shall supply a certificate(s) or statement(s) to
the Borrower  setting forth any amount(s) so owed under this Section  1.6(b) and
such  certificate or statement shall be conclusive and binding upon the Borrower
absent manifest error. Any amount(s)  showing as owed in such  certificate(s) or
statement(s)  shall be due and payable by the Borrower  within fifteen (15) days
after the applicable certificate or statement is sent.

<PAGE>
                                      -5-


     (c) Lender may, in Lender's  discretion,  permit electronic  transmittal of
instructions,  authorization,  agreements or reports to Lender.  Unless Borrower
specifically  directs Lender in writing not to accept or act upon  telephonic or
electronic  communications  from  Borrower,  Lender  shall have no  liability to
Borrower  for any loss or damage  suffered  by  Borrower as a result of Lender's
honoring of any  requests,  execution  of any  instructions,  authorizations  or
agreements  or reliance  on any reports  communicated  to it  telephonically  or
electronically and purporting to have been sent to Lender by Borrower and Lender
shall  have no duty to  verify  the  origin  of any  such  communication  or the
authority of the person sending it.

     1.7 OPTIONAL AND  MANDATORY  PREPAYMENTS.  (a) The Borrower may  optionally
prepay the principal of Loans, in whole or in part, at any time, (i) in the case
of the Prime Rate  Loans,  without  penalty  or premium  and (ii) in the case of
Libor Loans,  accompanied by any payment(s)  required by Section 1.6 above.  All
such  prepayments  shall  first be applied to the Prime  Rate  Revolving  Credit
Portion and then to the LIBOR Revolving Credit Portion.

     (b) Borrower shall make any payments or prepayments required by Section 4.3
below or by any provision of any other applicable Financing Document.

     (c) Pursuant to Section 1.8 below, all payments with respect to Receivables
or other Collateral  shall be applied to the mandatory  prepayment of the Loans.
All such  prepayments  shall first be applied to the Prime Rate Revolving Credit
Portion and then to the LIBOR Revolving Credit Portion.

     (d) To the extent that at any time the aggregate unpaid principal amount of
the Loans  shall  exceed  the  Borrowing  Base or  otherwise  shall  exceed  the
Revolving Credit Maximum Amount, the Borrower shall immediately prepay the Loans
(with such  prepayment to be in the amount of such excess).  The Borrower  shall
specify in writing  that a  prepayment  is being made  pursuant to this  Section
1.7(d).

     (e) Amounts prepaid prior to the Revolving  Credit Loan Termination Date on
account of the Loans may,  upon the terms and subject to the  conditions of this
Agreement, be reborrowed prior to such Date.

     1.8  PAYMENTS  ON  COLLATERAL.  Upon the  Borrower  or TFCI  (or any  other
Affiliate of Borrower or of TFCI or any Person acting for or in concert with the
Borrower or TFCI) receiving any checks, notes, drafts, other instruments,  cash,
other  monies  or any  other  items  of  payment,  representing  payments  on or
otherwise  with respect to or relating to any and all  Receivables  or any other
Collateral,  Borrower or TFCI,  as the case may be, shall  receive same in trust
for the Lender and immediately  upon receipt thereof shall (i) deliver same duly
endorsed  by Borrower or TFCI,  as the case may be, for  deposit,  to Lender for
immediate  deposit in a cash collateral  account  established by the Lender (and
same shall be deposited in such  account),  and (ii) if requested by the 

<PAGE>
                                      -6-


Lender,  forward to the Lender,  on a daily basis,  copies of all such items and
deposit slips  related  thereto,  together with a collection  report in form and
substance  satisfactory to the Lender.  All such checks,  notes,  drafts,  other
instruments,  cash, other monies or other items of payment shall be the sole and
exclusive  property of the Lender  immediately upon receipt of such items by the
Borrower or TFCI and shall (at all times), until actually applied to the payment
of the Secured  Obligations as hereinafter  set forth, be part of the Collateral
securing the payment and performance of the Secured Obligations.  After allowing
two (2) days for  collection  of checks and other  instruments,  the Lender will
credit  (conditional upon final collection) all such payments to such collateral
account.  Such collateral account shall be a blocked account to which the Lender
shall have sole  access  and sole  dominion  and  control.  The  amounts in such
account shall (unless  otherwise  determined by the Lender) be drawn upon by the
Lender (at any time and from time to time and  without  the need for notice) and
applied to the (i) prepayment or payment of the Revolving Credit Loans, (ii) the
payment of interest on the  Revolving  Credit Loans (and any other  amounts then
due hereunder),  and (iii), if a Default or Event of Default is then continuing,
to the payment (or prepayment) of any other Secured Obligations; provided, that,
after such application by the Lender (and provided further,  no Event of Default
then  exists  hereunder)  the  Borrower  or TFCI,  as the case may be,  shall be
entitled to any remaining  amounts in such account  (provided,  it is understood
that any  balances  in such  account  shall not accrue  interest in favor of the
Borrower or TFCI).  (Nothing  contained herein shall, or shall be interpreted or
construed  to,  limit the  unconditional  obligation  of the Borrower (or of any
Guarantor) to pay all Secured Obligations in full when due, and if the amount in
the collateral  account is insufficient to pay all Secured  Obligations then due
Borrower shall immediately pay any deficiency;  and, provided, further, that the
Lender  shall not be  required  to look to such  account as its first  source of
repayment.)  Nothing  contained  in this  Section  1.8  shall  be  construed  or
interpreted to limit any right or remedy of the Lender under Section 8.15 hereof
or under any other term or provision of any of the Financing Documents. Borrower
shall pay all  standard  charges of the Lender for  operating  such  account and
other related charges.

     TFCI hereby agrees, notwithstanding the fact that it is a Guarantor and not
the borrower of the Loans,  that all payments on account of its Receivables (and
its other applicable Collateral) shall be applied as set forth above.

     At the  request  of the  Lender,  which  request  may be made  at any  time
(whether or not an Event of Default has  occurred),  the Borrower and TFCI shall
enter  into  a  lockbox  arrangement  with  the  Lender  and,  if  such  lockbox
arrangements  are so requested,  the Borrower and TFCI shall cause each of their
account  debtors and other  obligers to at all times send all of their  payments
directly  to the  lockbox.  Such  lockbox  arrangements  shall be  pursuant to a
lockbox agreement, in form and substance satisfactory to the Bank, to be entered
into by the Lender, the Borrower and TFCI.

     1.9 LATE CHARGES. [Intentionally Omitted]

     1.10 FURTHER ASSURANCES.  Each of the Borrower and TFCI hereby agrees to do
and perform any and all acts and to execute any and all further instruments from
time to time  reasonably  requested  by the  Lender  to more  fully  effect  the
purposes of this Agreement.

<PAGE>
                                      -7-


     1.11  FEES.  (a) The  Borrower  shall  pay to the  Lender a  non-refundable
one-time  facility fee equal to Three Thousand  Dollars  ($3,000)  payable on or
before the Closing Date.


                    ARTICLE 2. REPRESENTATIONS AND WARRANTIES

     To induce the Lender to enter into this Agreement and to make the Revolving
Credit Loans,  the Borrower  hereby  represents and warrants to the Lender that,
except as set forth in Schedule A attached hereto:

     2.1  CORPORATE   EXISTENCE  AND  POWER.   The  Borrower  and  each  of  its
Subsidiaries  is, and will  continue  to be, a  corporation  duly  incorporated,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
incorporation  and is duly  qualified to do business and in good  standing,  and
authorized   to  do  business,   in  all  other   jurisdictions   (the  "Foreign
Jurisdictions"),  if any,  in which  the  property  or assets  owned,  leased or
operated by it or the nature of the business  conducted by the Borrower requires
such   qualification   or   authorization,   except   for   qualifications   and
authorizations  the lack of which,  singly or in the aggregate,  has not had and
will not have a Material Adverse Effect upon the Borrower or such Subsidiary, as
the case may be. Borrower and each of its  Subsidiaries  has the corporate power
and authority,  the legal right, and all the requisite permits,  authorizations,
licenses and other  general  intangibles  (as defined in the  Connecticut  UCC),
without unusual  restrictions or limitations,  to own,  operate and lease all of
its  material  properties  and assets,  to conduct  the  business in which it is
presently engaged or presently proposes to be engaged,  and to execute,  deliver
and perform its obligations under all Financing  Documents to which the Borrower
or such Subsidiary is a party,  and all such permits,  authorizations,  licenses
and other general intangibles are in full force and effect.

     2.2 CORPORATE AUTHORITY; NO CONFLICTS;  BINDING AGREEMENTS.  The execution,
delivery and  performance by the Borrower and each Guarantor of this  Agreement,
the Note and any other  Financing  Document  to which  Borrower  and/or any such
Guarantor is a party, and any borrowings hereunder, have been duly authorized by
all necessary corporate and, if required, stockholder action. The execution, and
delivery and  performance of this  Agreement,  the Note, and any other Financing
Document to which Borrower  and/or any Guarantor is a party,  and any borrowings
hereunder, are and will be within the Borrower's or any such Guarantor's, as the
case  may be,  powers,  corporate  and  otherwise,  and do not and  will not (i)
violate any  Applicable  Law or Borrower's or such  Guarantor's  certificate  of
incorporation,  by-laws or other  organizational  document or (ii) result in the
breach of, conflict with,  constitute a default under, or give rise to the right
of  acceleration or mandatory  prepayment  under,  any material  Contract or any
judgment,  decree  or order  which is  binding  upon  the  Borrower  or any such
Guarantor or to which the Borrower or any  Guarantor or any of their  respective
properties may be subject,  or result in the creation of any Lien (other than in
favor  of the  Lender)  upon any  property  or  assets  of the  Borrower  or any
Guarantor  pursuant to any Contract or any such judgment,  decree or order. This
Agreement has been, and the Note and each other Financing  Document to which the
Borrower and/or any 


<PAGE>
                                      -8-


Guarantor  is a party will be,  duly  executed  and  delivered  on behalf of the
Borrower or such Guarantor, as the case may be. This Agreement constitutes,  and
the Note and each other  Financing  Document  to which the  Borrower  and/or any
Guarantor is a party when  executed and  delivered,  will  constitute,  a legal,
valid and binding obligation of the Borrower or such Guarantor,  as the case may
be,  enforceable   against  the  Borrower  in  accordance  with  its  terms.  No
Governmental  Approval is or will be required in connection  with the execution,
delivery and  performance of this Agreement or any other  Financing  Document or
any borrowing hereunder.

     2.3 FINANCIAL  CONDITION.  The Financial  Statements,  copies of which have
been furnished to the Lender,  are true and correct in all material respects and
fairly present the financial  condition of the Borrower and its  Subsidiaries as
of the respective dates thereof and the results of the operations and cash flows
of the Borrower and its  Subsidiaries  for the periods covered  thereby,  all in
accordance  with  GAAP   consistently   applied   (subject  to  normal  year-end
adjustments  in the  case  of any  interim  financial  statements).  None of the
Borrower or any Subsidiary has any material direct or contingent Liabilities not
disclosed  in the  Financial  Statements  (including  any notes  thereto)  or in
Schedule A attached  hereto other than Trade Debt arising in the ordinary course
of business since March 31, 1997.

     2.4 NO ADVERSE CHANGE. Since March 31, 1997, no material, adverse change in
the business,  assets or other  properties,  Liabilities,  financial  condition,
results of  operations  or  business  prospects  of the  Borrower  or any of its
Subsidiary has occurred,  no dividends,  redemptions or other distributions have
been declared or made to or with respect to any stockholders of the Borrower and
no  other  event  has  occurred  or  failed  to  occur,  which  has had or could
reasonably  be expected to have in the future,  either  alone or in  conjunction
with all other such  events and  failures,  a Material  Adverse  Effect upon the
Borrower or any of its Subsidiaries or on any Financing Document.

     2.5 INFORMATION  COMPLETE.  Subject to any limitations stated therein or in
connection therewith,  all information (whether past financial  statements,  the
financial   statements   delivered  pursuant  to  Section  4.2  below  or  other
information)  furnished  or to be  furnished  by  the  Borrower  or  any  of its
Subsidiaries  in  connection  with, or pursuant to the terms hereof or any other
Financing Document is, or will be at the time the same is furnished, as the case
may be true,  accurate and complete in all material respects  necessary in order
to make the information furnished, in the light of the circumstances under which
such information is furnished, not misleading.

     2.6  COMPLIANCE  WITH  APPLICABLE  LAWS.  The  Borrower  and  each  of  its
Subsidiaries  is in compliance,  in all material  respects,  with all Applicable
Laws.

     2.7  LITIGATION.  There are not any  actions,  suits or  legal,  equitable,
arbitration, or administrative proceedings,  pending or, to the knowledge of the
Borrower,  threatened (nor, to the knowledge of the Borrower, is there any basis
therefor)  against or in any other way relating to or affecting  the Borrower or
any of its  Subsidiaries or their  respective  businesses or any assets or other
properties of the Borrower or any of its Subsidiaries or any Financing Document.

<PAGE>
                                      -9-


     2.8 BURDENSOME  PROVISIONS;  NO DEFAULT. None of the Borrower or any of its
Subsidiaries  is a party to or bound by any Contract or  Applicable  Law,  that,
either alone or in conjunction  with any other such Contract or Applicable  Law,
has had or could reasonably be expected to have in the future a Material Adverse
Effect upon the Borrower or such Subsidiary. None of Borrower or such Subsidiary
is in default or breach of any material  Contract  where such breach or default,
either  alone or in  conjunction  with any other  default or breach,  has had or
could  reasonably  be expected to have in the future a Material  Adverse  Effect
upon the Borrower or such Subsidiary.

     2.9 NO ADVERSE FACT. Except as may be set forth in the Financial Statements
(or in Schedule  A), no fact or  circumstance  is known to the  Borrower  which,
either alone or in conjunction with all other such facts and circumstances,  has
had or could  reasonably  be expected  to have in the future a Material  Adverse
Effect  upon  the  Borrower  or  any  of its  Subsidiaries  or on any  Financing
Document.

     2.10   SUBSIDIARIES;   OWNERSHIP.   Schedule  B  sets  forth  any  and  all
Subsidiaries of the Borrower. The capital stock of each such Subsidiary is owned
entirely by the  Borrower.  Except for such  Subsidiaries,  the Borrower has not
invested in the stock, common or preferred, of any other corporation,  and there
are no fixed, contingent or other obligations on the part of the Borrower or any
of its  Subsidiaries to issue any additional  shares of its capital stock to any
Person.

     2.11 EVENTS OF DEFAULT.  No Event of Default or Default has occurred and/or
is continuing.

     2.12 USE OF PROCEEDS.  The Borrower shall use the proceeds of the Revolving
Credit Loans only for the Permitted  Uses,  and no part of such proceeds will be
used, in whole or in part, for the purpose of purchasing or carrying any "margin
security"  as such term is defined in  Regulation U of the Board of Governors of
the Federal  Reserve  System,  or otherwise in a manner which would  violate any
Regulations of such Board,  including without limitation Regulations G, U, T and
X.

     2.13 TITLE TO PROPERTY.  The Borrower and each of its Subsidiaries has good
and marketable title to all properties and assets they  respectively  purport to
own, and a valid leasehold  interest in, all of its assets and other  properties
it purports to have a leasehold  interest  in. Such assets and other  properties
are subject to no Liens other than Permitted Liens.

     2.14 TAXES.  Except for the  specified  Pennsylvania  and  Connecticut  Tax
Returns,  the Borrower  has filed or caused to be filed all  Federal,  state and
local and foreign  tax returns and reports  required to have been filed by it or
any  of  its  Subsidiaries  and  has  paid  or  caused  to be  paid  all  taxes,
assessments,  fees and other  governmental  charges  payable by it or any of its
Subsidiaries  which have become  due,  other than those not yet  delinquent  and
those due that are being contested in good faith by appropriate  proceedings and
for which the  Borrower  or such  Subsidiary  shall  have set aside on its books
adequate reserves in accordance with GAAP. The Borrower has paid or has


<PAGE>
                                      -10-


provided  adequate  reserves  for the payment of all Federal,  State,  local and
foreign income taxes  applicable to the Borrower or any of its  Subsidiaries for
all prior fiscal years and for the current fiscal year to the date hereof. There
is no proposed tax  assessment  against the Borrower or any of its  Subsidiaries
which would, if the assessment  were made,  have a Material  Adverse Effect upon
the Borrower.

     2.15 BUSINESS  NAME;  OFFICES AND  LOCATIONS.  The Borrower and each of its
Subsidiaries  conducts its business solely in its own corporate name without the
use of a trade  name or style,  except  for any trade name or style set forth in
Schedule C attached hereto.  The chief executive  offices and principal place of
business  of (i)  the  Borrower  is at the  address  set  forth  in the  opening
paragraph  of this  Agreement,  (ii)  of  TFCI,  is at 126  Myron  Street,  West
Springfield,  Massachusetts  01089,  and (iii) of Avest,  at 205 Express Street,
Plainview, New York 11803.

     2.16 BORROWER'S  QUESTIONNAIRE AND TFCI'S QUESTIONNAIRE.  All statements in
each of the Borrower's  Questionnaire  and Company's  Questionnaire are true and
correct as of the date of this Agreement and,  except to the extent the Borrower
gives to the Bank prior  written  notice of any  change,  shall  remain true and
correct.  Nothing  contained in this Section 2.16 shall be  interpreted to limit
the Borrower's obligations, or the Lender's rights, under Section 6.5 below.

     2.17 EMPLOYEE  BENEFIT PLANS.  Each employee benefit plan, (as such term is
defined  in  Section  3(3)  of  ERISA),  if  any,  established,   maintained  or
contributed  to by the Borrower,  any  Subsidiary  or any other ERISA  Affiliate
(each a "Plan") is in  compliance in all material  respects with the  applicable
provisions of ERISA and the Code. No Plan has an Accumulated Funding Deficiency,
as such term is defined in Section 412 of the Code. No Reportable Event, as such
term is defined in ERISA,  has occurred  with respect to any Plan.  No Plan is a
Multiemployer Plan, as such term is defined in ERISA.

     2.18  ENVIRONMENTAL  MATTERS.  To the best of the Borrower's  knowledge and
belief (i) Borrower,  and each of its  Subsidiaries and each of their respective
properties,  operations and other activities are in compliance,  in all material
respects,  with all Environmental  Laws, (ii) no Hazardous  Material (other than
Hazardous  Materials  used in the  ordinary  business of office  maintenance  in
compliance  with  Environmental  Laws) is located at, on or in, or about, to the
Borrower's  or such  Subsidiary's  properties  and  none of  Borrower's  or such
Subsidiary's  operations or other activities involve Hazardous Materials or have
resulted in the Release of any  Hazardous  Materials  which may have damaged any
Natural  Resources,  and (iii) the Borrower and each of its  Subsidiaries has no
liability or class of liability under any  Environmental  Law or with respect to
any Hazardous Material.  The term  "property(ies)" as used in this Section shall
mean any property(ies) owned, occupied and/or operated by the Borrower or any of
its Subsidiaries.

<PAGE>
                                      -11-



                         ARTICLE 3. CONDITIONS PRECEDENT

     3.1 INITIAL  REVOLVING CREDIT LOAN. The initial Revolving Credit Loan shall
be subject (in  addition to the  conditions  precedent  set forth in Section 3.2
below) to the Borrower fulfilling the following conditions precedent:

          (a) DELIVERY OF VARIOUS DOCUMENTS. The Lender shall have received each
     of the following,  all of which shall be in form and substance satisfactory
     to the Lender:

               (i) originals of each of the applicable Financing Documents,  all
          of which shall have been duly and  properly  authorized,  executed and
          delivered by the respective party or parties thereto and in full force
          and effect.

               (ii) the Obligor Legal Opinion.

               (iii) certificates of insurance and loss payable clauses, meeting
          the  requirements  of  Section  4.3  below  and all  other  applicable
          requirements of any other Financing Document.

               (iv) current copies of the articles of incorporation  and by-laws
          of each of the Borrower and its  Subsidiaries,  as restated or amended
          to the date of the  making  of such  initial  Revolving  Credit  Loan,
          certified,  with  respect to the  articles  of  incorporation,  by the
          appropriate  Secretary of State, and, with respect to the by-laws,  by
          an appropriate officer of each of the Borrower and its Subsidiaries.

               (v) certified copies of all corporate (including stockholder,  if
          required) action taken by each of the Borrower and its Subsidiaries to
          authorize the execution,  delivery and  performance in accordance with
          their  respective  terms of this  Agreement,  the Note,  and any other
          Financing  Document  to which  Borrower  and/or such  Subsidiary  is a
          party,  such resolutions to be certified by the secretary or assistant
          secretary  of the  Borrower  or  such  Subsidiary  as of the  date  of
          disbursement of such initial Revolving Credit Loan.

               (vi) a certificate of incumbency with respect to the officers of,
          as applicable, each of the Borrower and its Subsidiaries authorized to
          execute and deliver this  Agreement,  the Note, or any other Financing
          Document to which the Borrower or such Subsidiaries is a party.

               (vii)  current  certificates  of good  standing  for  each of the
          Borrower  and  its   Subsidiaries   from  the   applicable   state  of
          incorporation,   and,   if   applicable,   in  each  of  the   Foreign
          Jurisdictions.

               (viii) a  certificate,  dated the date of the  Loan,  signed by a
          Responsible

<PAGE>
                                      -12-



          Officer of the Borrower,  confirming  compliance  with Section  3.2(a)
          hereof.

               (ix) current UCC search  reports with respect to the Borrower and
          its Subsidiaries.

               (x)  acknowledgement  copies of the  filing of all UCC  financing
          statements filed in connection with the perfection of any Lien granted
          in favor of the Lender pursuant to any Financing Document.

               (xi) pay proceeds  letter,  executed by Borrower,  directing  and
          authorizing the Lender to apply the proceeds of the initial  Revolving
          Credit Loan for the purposes, and in accordance with the instructions,
          set forth therein and in accordance with Section 2.12 hereof.

               (xii) a current title report with respect to the  Plainview  Real
          Estate.

               (xiii) postal change of address  cards,  letter to postmaster and
          letters in blank to account debtors of Borrower and TFCI.

               (xiv) the Specified Additional Closing Documents.

          (b) OTHER  DOCUMENTS.  The Lender  shall have  received all such other
     certificates,   reports,  statements,  opinions  of  counsel,  instruments,
     assurances,  agreements,  or other  documents as the Lender may  reasonably
     request.

          (c) LEGAL  MATTERS.  All legal  matters  incident to the  transactions
     contemplated by this Agreement and the other  Financing  Documents shall be
     satisfactory  to the Lender  and  Messrs.  Finn  Dixon &  Herling,  special
     counsel for the Lender.

          (d)  PAYMENT  OF LEGAL  FEES.  Borrower  shall pay the legal  fees and
     disbursements, of Messrs. Finn Dixon & Herling LLP ("FDH"), special counsel
     to the  Lender  to be  limited  to a  maximum  of $4,000  plus  $1,000  for
     disbursements  as  set  forth  in the  Commitment  Letter  (provided,  that
     Borrower shall also reimburse FDH for the costs of all UCC searches, filing
     fees and corporate searches and certificates).

          (e) PAYMENT OF CERTAIN EXISTING DEBT.  Payment in full by the Borrower
     of all Indebtedness to the Existing Lender.

          (f) PAYMENT OF THE FACILITY FEE.  Borrower  shall pay $3,000  facility
     fee referred to in Section 1.12.

     3.2 ALL REVOLVING  CREDIT LOANS.  The making of each Revolving  Credit Loan
(whether the initial  Revolving  Credit Loan or any subsequent  Revolving Credit
Loan) shall be subject to the following additional conditions precedent:
<PAGE>
                                      -13-


          (a)  REPRESENTATIONS  AND  WARRANTIES  TRUE AND  CORRECT;  NO EVENT OF
     DEFAULT. (i) All of the representations and warranties made or deemed to be
     made under this Agreement or any other Financing Document shall be true and
     correct  at the  time of the  disbursement  of the  Revolving  Credit  Loan
     (except for the  representation  or warranty  contained in Section 2.4 with
     respect to  distributions to the extent it is no longer true by reason of a
     distribution made in accordance with, and permitted by, Section 5.7 below.,
     with and without  giving effect to the making of the Revolving  Credit Loan
     and the application of the proceeds  thereof,  and (ii) no Event of Default
     or Default,  shall have occurred and be  continuing at such time,  with and
     without giving effect to the making of the such Loan and the application of
     the proceeds  thereof.  The Lender may,  without  waiving  this  condition,
     consider it fulfilled, and a representation and warranty by the Borrower to
     such  effect made to the Lender,  if no written  notice to the  contrary is
     received  by the Lender from the  Borrower  prior to the making of the such
     Loan.

          (b) DOCUMENTS IN FULL FORCE AND EFFECT. All Financing  Documents shall
     remain in full  force and  effect and not be  terminated.  The Lender  may,
     without waiving this condition, consider it fulfilled, and a representation
     and  warranty  by the  Borrower to the Lender to such  effect  made,  if no
     written  notice to the contrary is received from the Borrower  prior to the
     making of the applicable Loan.

          (c) CORPORATE ACTIONS IN FULL FORCE AND EFFECT.  The corporate actions
     of the  Borrower  referred to in Section  3.1(a) shall remain in full force
     and  effect  and the  incumbency  of  officers  shall be as  stated  in the
     certificates  of  incumbency  delivered  pursuant  to Section  3.1(a) or as
     subsequently   modified  and  reflected  in  a  certificate  of  incumbency
     delivered to the Lender.  The Lender may,  without  waiving this condition,
     consider it fulfilled, and a representation and warranty by the Borrower to
     the Lender to such effect  made,  if no written  notice to the  contrary is
     received from the Borrower prior to the making of the applicable Loan.

          (d) NO MATERIAL  ADVERSE  CHANGE.  There has been no material  adverse
     change in the business, assets, liabilities,  financial condition,  results
     of operations or business  prospects of the Borrower or any Guarantor since
     the date of any  financial  statements  delivered to the Lender prior to or
     after the date of this  Agreement.  The Lender may,  without  waiving  this
     condition,  consider it fulfilled, and a representation and warranty by the
     Borrower to the Lender to such  effect  made,  if no written  notice to the
     contrary  is  received  from  the  Borrower  prior  to  the  making  of the
     applicable Loan.

          (e) REQUEST AND BORROWING  BASE  CERTIFICATE.  The Borrower shall have
     requested such Revolving  Credit Loan and Borrower shall have also supplied
     and/or executed any other applicable  documentation,  including a Borrowing
     Base  Certificate,  in accordance with the applicable  terms and provisions
     hereof.

          (f) NOT EXCEED REVOLVING CREDIT MAXIMUM AMOUNT.  Immediately  prior to
     and  after  the  applicable  Revolving  Credit  Loan  is  made,  the sum of
     outstanding  Revolving  Credit Loans


<PAGE>
                                      -14-


     shall not exceed the  Revolving  Credit  Maximum  Amount.  The Lender  may,
     without waiving this condition, consider it fulfilled, and a representation
     and  warranty  by the  Borrower to the Lender to such  effect  made,  if no
     written  notice to the contrary is received from the Borrower  prior to the
     making of the applicable Loan.

     9 3.3 WAIVER. The Lender, in its sole and absolute discretion,  may waive a
condition(s)  precedent with respect to a Revolving Credit Loan. The giving of a
waiver on one  occasion  shall not  obligate the Lender to grant a waiver on any
other occasion.


                        ARTICLE 4. AFFIRMATIVE COVENANTS

     The Borrower (and to the fullest  extent  applicable,  TFCI)  covenants and
agrees  with the Lender  that,  until  payment in full of the  Revolving  Credit
Loans,  payment and  performance  by the Borrower and Guarantors of all of their
other  obligations  under the  Financing  Documents and the  termination  of the
Revolving Credit Facility,  unless the Lender otherwise consents in writing, the
Borrower shall and shall cause its Subsidiaries to:

     4.1  PRESERVATION  OF EXISTENCE  AND  PROPERTIES;  SCOPE OF  BUSINESS.  (a)
Preserve and maintain its corporate  existence and all of its other  franchises,
licenses,  rights and  privileges,  and remain  qualified  to do  business,  and
authorized to do business,  as a foreign  corporation  in all  jurisdictions  in
which the property or assets owned,  leased, or operated by the Borrower or such
Subsidiary,  as the case may be, or the  nature  of the  business  conducted  by
Borrower or such Subsidiary,  as the case may be, requires such qualification or
authorization,  except for  qualifications and authorizations the lack of which,
singly or in the  aggregate,  has not had and will not have a  Material  Adverse
Effect upon the Borrower or such  Subsidiary,  as the case may be, (b) preserve,
protect and obtain all material general  intangibles,  (c) preserve and maintain
in good repair, working order and condition,  reasonable wear and tear excepted,
all of the Borrower's or such Subsidiary's,  as the case may be, material assets
and other material properties and (d) engage only in businesses in substantially
the same fields as the businesses  conducted by the Borrower or such Subsidiary,
as the case may be, on the date hereof.  Avest shall  conduct no business  other
than the ownership, maintenance, and operation of the Plainview Real Estate.

     4.2 FINANCIAL STATEMENTS.

     A. Deliver to the Lender:

     (i) as soon as available,  but in any event within 90 days after the end of
each fiscal year of the Borrower,  a copy of the consolidated and  consolidating
balance  sheet of the Borrower and its  Subsidiaries  as at the end of such year
and the related statements of operations, stockholders' equity and cash flows of
the Borrower and its Subsidiaries for such year, showing the financial condition
of the Borrower and its Subsidiaries as of the close of such fiscal year and the
results of their operations during such year, all audited by independent  public
accountants selected

<PAGE>
                                      -15-


by Borrower and  reasonably  satisfactory  to the Lender and  accompanied  by an
opinion  of such  accountants  (which  shall not be  qualified  in any  material
respect)  to the  effect  that such  financial  statements  fairly  present  the
financial   condition  and  results  of  operations  of  the  Borrower  and  its
Subsidiaries  in accordance  with GAAP.  Concurrently  with the delivery of such
financial  statements,  Borrower shall cause such independent public accountants
to  deliver a  certificate  stating  that in making  the  examination  necessary
therefor no actual  knowledge  was  obtained of any Default or Event of Default,
except as may be specified in such certificate.

     (ii) as soon as practicable, but in any event within thirty (30) days after
the end of each calendar month, a copy of a Borrower-prepared consolidated, and,
if requested by Lender, consolidating,  financial statements including a balance
sheet,  income  statement,  source  and use of funds  statement,  and such other
supporting schedules as Lender may require, of the Borrower and its Subsidiaries
as at the end of such month.

     (iii) as soon as  practicable,  but in any event  within  thirty  (30) days
after the end of each calendar month,  (aa) an accounts  receivable  aging (on a
form  acceptable to the Lender) of the Borrower and its  Subsidiaries  as of the
end of such month,

     (iv)  within  5 days  after  the  end  of  each  month,  a  Borrowing  Base
Certificate as of the end of such month, in form and substance acceptable to the
Lender.

     (v) copies of all federal  income tax returns  filed by the Borrower or any
of its Subsidiaries, such statements to be delivered to the Lender within thirty
(30) days of the filing thereof.

     (vi) copies of all filings  (10-Q) made with the  Securities  and  Exchange
Commission  as soon as  practicable,  but in any event within ten (10)  Business
Days after the  applicable  deadline  thereof (as  adjusted for taking any valid
extension thereof).

     (vii) within thirty (30) days after the end of each fiscal year, management
prepared financial  projections for the next fiscal year which projections shall
include consolidated  balance sheets,  income statements and sources and uses of
funds of the  Borrower  and its  Subsidiaries,  and other  necessary  supporting
schedules.  Such  projections  shall  be  the  good  faith  projections  of  the
Borrower's management.

     The  Borrower  agrees  and  covenants  with the Lender  that all  financial
statements  referred to in subparagraph (i) and (ii) of this Section 4.2.A. will
present fairly the financial  condition of the Borrower and its  Subsidiaries as
of the respective  dates thereof and the results of operations (and, in the case
of the annual  statements,  cash flows) of the Borrower and its Subsidiaries for
the  periods  covered  by  such  statements  in  accordance  with  GAAP  applied
consistently  throughout the periods  reflected  therein  (except as approved by
such accountants and disclosed therein).

     B. Deliver to the Lender:

<PAGE>
                                      -16-


     (a) concurrently with the delivery of the financial  statements referred to
in  subsection  4.2.A.(ii)  above for any month  ending  any fiscal  quarter,  a
certificate  of the  President  or Chief  Financial  Officer of the Borrower (i)
stating  that,  to the best of his or her  knowledge,  the Borrower  during such
period has observed or performed all of its covenants and other agreements,  and
satisfied every condition,  contained in this Agreement and in each of the other
Financing Documents to be observed, performed or satisfied by it, and that he or
she has obtained no knowledge of any Default or Event of Default,  except as may
be  specified  in such  certificate,  (ii)  certifying  that all such  financial
statements are true and correct in all material  respects and fairly present the
consolidated  financial  condition and results of operations of the Borrower and
its Subsidiaries (subject, in the case of interim statements, to normal year-end
audit  adjustments)  and have been  prepared  in  accordance  with GAAP  applied
consistently throughout the periods reflected therein (except as approved by the
Borrower's  independent  certified public accountants and disclosed therein) and
(iii)  showing in  reasonable  detail the  calculations  required  to  establish
whether or not Borrower was in compliance with any applicable Specified Covenant
Tests.

     (b)  promptly,   such  additional   financial  and  other  information  and
certificates as the Lender may from time to time reasonably request.

     4.3 GENERAL INSURANCE REQUIREMENTS. (a) Keep all of the Borrower's and each
of its Subsidiary's  insurable  properties  (including all physical  Collateral)
insured  against fire and other  hazards (so called "All Risk"  coverage),  with
financially  responsible companies and in amounts reasonably satisfactory to the
Lender  and,  in any event,  in at least such  amounts and against at least such
risks as are usually  insured  against in the same general  area(s) by companies
engaged in the same or similar business,  (b) maintain public liability coverage
against  claims for  personal  injuries,  death or property  damage,  in amounts
reasonably  satisfactory to the Lender, (c) maintain product liability insurance
in amounts  reasonably  satisfactory  to the Lender,  (d)  maintain all worker's
compensation,  employment or similar  insurance as may be required by Applicable
Law, and (e) maintain such other  insurance as may be required by Applicable Law
or reasonably required by the Lender. Such All Risk, property insurance,  public
and product liability  coverage shall provide for a minimum of thirty (30) days'
prior written notice from the insurer to Lender of any expiration or termination
of, or material  amendment to, such insurance  coverage.  Such All Risk property
insurance shall name the Lender as loss payee or mortgagee,  as the case may be,
and shall contain a clause  specifying that the interests of Lender shall not be
impaired or invalidated by any act or neglect of Borrower (or other owner of the
property) or by the  occupation of the premises for purposes more hazardous than
are permitted by said policy. The Lender shall be named as additional insured on
all such public  liability and product  liability  policies.  Borrower agrees to
deliver copies of all of the aforesaid  insurance policies to the Lender. In the
event of any loss or damage to the assets or other properties of the Borrower or
its Subsidiaries, Borrower shall give immediate written notice to the Lender and
to its  insurers  of such loss or damage and shall  promptly  file its proofs of
loss with said insurers.  All obligations of the Borrower, and all rights of the
Lender,  with  respect to  insurance  contained  in this Section 4.3 shall be in
addition to, and not in  limitation  of, any other  obligations  and rights with
respect  to  insurance  set  forth  in any  other  

<PAGE>
                                      -17-


Financing  Document.  Nothing contained in this Agreement or any other Financing
Document  shall  be  interpreted  or  construed  to  impose  on the  Lender  any
obligation  or liability  with  respect to the  insurance of the Borrower or its
Subsidiaries  or the maintenance or adequacy  thereof.  If Borrower fails to pay
any premiums of any insurance,  Lender may (but shall have no obligation to) pay
same and any payments  made by Lender shall be  reimbursed  by the Borrower upon
demand of the Lender,  and shall bear interest at the Revolving  Credit  Default
Rate.

     Pursuant to Section 6.1 and the definition of "Collateral",  the Lender has
been  assigned  and granted a security  interest in any and all  proceeds of all
insurance policies covering or otherwise relating to any Collateral. Each of the
Borrower and TFCI  authorizes  and empowers the Lender (i) after the  occurrence
and during the  continuance  of any Event of Default to adjust or compromise any
loss under such policies and (ii) prior to or after the  occurrence of any Event
of Default, to collect and receive all such proceeds.  If an Event of Default is
not  continuing,  the Borrower or TFCI, as the case may be, shall have the right
to adjust  or  compromise  any loss  under  such  policies,  provided,  that the
Borrower shall not agree to any such adjustment or compromise  without the prior
written  consent of the  Lender if the loss is  involved  in excess of  $75,000,
which consent shall not be unreasonably withheld.  Each of the Borrower and TFCI
hereby  authorizes and directs each  insurance  company to pay all such proceeds
directly  and solely to the Lender and not to Borrower or TFCI,  as the case may
be, and the Lender  jointly.  Borrower and TFCI authorize and empower the Lender
to execute and endorse in Borrower's or TFCI's name (at all times) all proofs of
loss,  drafts,  checks  and any other  documents  or  instruments  necessary  to
accomplish such collection,  and any Persons making payments to the Lender under
the terms of this paragraph are hereby  relieved  absolutely from any obligation
or responsibility to see to the application of any sums so paid. After deduction
from  any  such  proceeds  of  all  costs  and  expenses  (including  reasonable
attorney's  fees)  incurred by the Lender in the collection and handling of such
proceeds,  the net proceeds shall be applied as follows.  If no Event of Default
shall have occurred and then be continuing, such net proceeds may be applied, at
Borrower's or TFCI's option, either toward replacing or restoring the applicable
Collateral  (provided such  replacement or  restoration  is  practicable),  in a
manner  and on  terms  reasonably  satisfactory  to the  Lender,  or as a credit
against the Secured Obligations, whether matured or unmatured. In the event that
Borrower  or TFCI may and does elect to replace  or restore as  aforesaid,  then
such net  proceeds  shall be  deposited  in a  segregated  account at the Lender
subject to the sole order of the Lender and shall be disbursed  therefrom by the
Lender  in  such  manner  and at  such  times  as the  Lender  reasonably  deems
appropriate to complete such replacement or restoration; provided, however, that
if any Event of Default  shall  occur and be  continuing  at any time  before or
after replacement or restoration has commenced,  then thereupon the Lender shall
have the option,  at its sole  discretion,  to apply all  remaining net proceeds
either toward replacing or restoring the applicable Collateral,  in a manner and
on terms  satisfactory to the Lender, or as a credit against such of the Secured
Obligations,  whether matured or unmatured, as the Lender shall determine in its
sole  discretion.  If an Event of Default  shall have occurred and be continuing
(including  an Event of  Default  occurring  prior  to such  deposit  of the net
proceeds),  the Lender  may,  in its sole  discretion,  apply such net  proceeds
either toward  replacing or restoring the  Collateral,  in a manner and on terms
satisfactory  to the Lender,  or as a credit  against  the Secured  Obligations,
whether matured or unmatured.  Notwithstanding the foregoing  provisions of this
paragraph  but

<PAGE>
                                      -18-


without otherwise limiting the rights of the Lender under this paragraph, at all
times that no Event of Default is continuing, if the loss involved is $75,000 or
less, the Lender shall,  at the request of the Borrower  rather than deposit the
net proceeds for such loss in such a segregated account,  promptly pay over such
proceeds to the Borrower or TFCI, as the case may be, provided that the Borrower
or  TFCI,  as the  case  may be,  shall  promptly  apply  such  proceeds  to the
replacement or restoration of the applicable Collateral, if practicable.

     If there  shall have  occurred a Default,  but not at such time an Event of
Default,  the Lender shall have the right to hold all  insurance  proceeds in an
account at the Lender  (subject to the sole order of the Lender) until such time
as the event or condition  constituting  such Default is either  timely cured or
waived in  accordance  the terms and  provisions  hereof or  becomes an Event of
Default,  so as to be able to determine  which of the procedures with respect to
the  application of insurance  proceeds set forth in the  immediately  preceding
paragraph should be used.

     4.4 COMPLIANCE WITH LAWS;  PAYMENT OF TAXES. (a) Comply with all Applicable
Laws and all obligations  under all Contracts  except to the extent that failure
to comply therewith could not,  individually or in the aggregate,  reasonably be
expected  to  have a  Material  Adverse  Effect  on the  Borrower  or any of its
Subsidiaries;  and (b) pay all (i) taxes,  assessments,  governmental charges or
levies,  and (ii) claims for labor,  supplies,  rent and other  obligations made
against  it or its  property  which,  if unpaid,  might  become a lien or charge
against the Borrower or such Subsidiary or its respective properties, except, in
the case of (b)(i) or (b)(ii),  liabilities  being  contested by the Borrower or
such  Subsidiary in good faith by appropriate  proceedings and against which the
Borrower shall set up adequate reserves on its books in conformity with GAAP.

     4.5  INSPECTION.   Permit  representatives  (whether  or  not  officers  or
employees)  of the  Lender,  from  time to time,  as often as may be  reasonably
requested,  but only during  normal  business  hours and upon  reasonable  prior
notice  (provided,  however,  that prior notice need not be given for the audits
referred to in the  immediately  succeeding  sentence or, if an Event of Default
has occurred and is continuing), to (a) visit and inspect any offices, assets or
other properties of the Borrower or any of its Subsidiaries,  (b) inspect, audit
and make extracts from the  Borrower's or such  Subsidiary's  books and records,
and (c) discuss with Borrower's or such Subsidiary's principal officers, and its
independent accountants, the Borrower's or such Subsidiary's businesses,  assets
and other properties,  liabilities,  financial condition,  results of operations
and business  prospects.  As part of the Lender's  rights under the  immediately
preceding  sentence,  the Lender shall,  at any time and from time to time, have
the right to perform audits with respect to the Borrower and its books,  records
and  assets  and  other  properties  (including  assets in any  warehouse).  The
Borrower shall pay for the costs of such audits which fees will be $500 for each
man day plus  out-of-pocket  expenses;  provided,  that,  as long as no Event of
Default  shall  have  occurred,  the  aggregate  amount  the  Borrower  shall be
obligated  to pay for such  audits in any  calendar  year,  commencing  with the
calendar year 1997, shall not exceed $4,000 (per year).

     4.6 NOTICE OF  DEFAULT;  LITIGATION,  ETC.  Furnish  to the  Lender  prompt
written  notice  of any of the  following:  (i) the  occurrence  of any Event of
Default or Default; (ii) the commencement

<PAGE>
                                      -19-


of any actions,  suits or proceedings or  investigations  in any court or before
any arbitrator of any kind or by or before any governmental or  non-governmental
body  against  or in any other way  relating  adversely  to, or  affecting,  the
Borrower  or  any  of  its  Subsidiaries  or  their  respective   businesses  or
properties, which, singly or in the aggregate, have an amount involved in excess
of $50,000;  (iii) any material  amendment of the certificate of  incorporation,
by-laws,  or  other  organizational  document  of  the  Borrower  or  any of its
Subsidiaries;  (iv) any change  with  respect to the  business,  assets or other
properties,  liabilities, financial condition, results of operations or business
prospects of the Borrower or any of its  Subsidiaries  other than changes in the
ordinary  course of business which,  singly or in the aggregate,  have not had a
Material Adverse Effect on the Borrower or any of its Subsidiaries.

     4.7  EMPLOYEE  BENEFIT  PLAN.  Cause  each Plan to  comply in all  material
respects  with the  applicable  provisions  of ERISA and the Code.  The Borrower
shall  promptly  give  written  notice to the  Lender of the  details of (i) any
Reportable Event (as such term is defined in ERISA) with respect to a Plan, (ii)
any  Accumulated  Funding  Deficiency (as such term is defined in Section 412 of
the Code) with respect to a Plan, (iii) the material modification or termination
(or proposed  termination) of any Plan or (iv) the establishment or agreement to
maintain or make  contributions  to any new Plan.  Neither the  Borrower nor any
ERISA  Affiliate  will  establish,   maintain  or  make   contributions  to  any
Multiemployer Plan (as such term is defined in ERISA).

     4.8  ENVIRONMENTAL  COMPLIANCE.  (i)  Comply  with,  and  cause  all of the
Borrower's  and  each  of its  Subsidiary's  properties,  operations  and  other
activities to comply with all Environmental Laws except for non-compliance which
could not  reasonably be expected to have a Material  Adverse Effect on Borrower
or any of its  Subsidiaries;  (ii) not Release  any  Hazardous  Materials  which
Release  damages or  threatens  to damage any Natural  Resources in any material
manner;  (iii) not engage in the handling,  use,  storage or  transportation  of
Hazardous  Materials (except for the storage and use of Hazardous Materials used
in  normal  office  maintenance  and  except  for the use of any such  materials
normally  used in the  assembly  and  distribution  of  connectors  for original
equipment   manufacturers,   in  compliance   in  all  material   respects  with
Environmental  Laws); and (iv) promptly notify the Lender of any material notice
received by the  Borrower or any of its  Subsidiaries  with  respect to (aa) any
alleged material  violation by the Borrower of any  Environmental  Law, (bb) any
liability or class of liability  under any  Environmental  Law, or (cc) any Lien
imposed  or  threatened  to  be  imposed  on  any  of  the  Borrower's  or  such
Subsidiary's properties pursuant to any Environmental Law.

     4.9 OPERATING  ACCOUNTS.  To the fullest extent  permitted under Applicable
Law, maintain all of Borrower's and TFCI's operating accounts with Lender.

                          ARTICLE 5. NEGATIVE COVENANTS

     The Borrower (and, to the fullest extent  applicable,  TFCI)  covenants and
agrees  with the Lender  that,  until  payment in full of all  Revolving  Credit
Loans,  payment and  performance  by the Borrower and Guarantors of all of their
other obligations under the Financing Documents and the

<PAGE>
                                      -20-


termination  of the  Revolving  Credit  Facility,  unless the  Lender  otherwise
consents in writing,  the Borrower  shall not, and shall cause its  Subsidiaries
not to, (directly or indirectly):

     5.1 ENCUMBRANCES. Create, incur, assume or suffer to exist any Lien against
any of the Borrower's or such Subsidiary's  assets or other properties,  whether
now existing or hereafter acquired,  except: (a) Liens in favor of the Lender or
(b) Permitted Liens.

     5.2 LIMITATION ON INDEBTEDNESS.  Create, incur, assume, suffer to exist any
Indebtedness except for Permitted Indebtedness.

     5.3 CONTINGENT LIABILITIES.  Assume, guarantee, endorse or otherwise become
liable upon or otherwise  become  obligated  with  respect to, any  liability or
other  obligation of any other  Person,  except for  endorsements  of negotiable
instruments  for deposit or collection or similar  transactions  in the ordinary
course of business.

     5.4 CONSOLIDATION OR MERGER; ACQUISITION OR SALE OF ASSETS. (a) Dissolve or
liquidate or discontinue  its normal  operations  with intent to liquidate;  (b)
merge or consolidate  with any other Person;  (c) acquire by purchase,  lease or
otherwise  all or a material  portion of the  properties  or assets of any other
Person; or (d) sell,  transfer,  lease or otherwise dispose of any of its assets
or other properties (whether tangible or intangible) except that the Borrower or
TFCI  (or,  in the case of clause  (ii)  below,  Avest),  so long as no Event of
Default shall have occurred and be continuing or would result therefrom, may (i)
sell  inventory (as defined in the  Connecticut  UCC) in the ordinary  course of
business  for  value  received  and (ii)  replace,  in the  ordinary  course  of
business,  equipment (as defined in the  Connecticut  UCC) which has become worn
out or obsolete, with equipment of at least comparable value.

     5.5  TRANSACTIONS  WITH  AFFILIATES.  Enter  into,  or be a party  to,  any
transaction  with  any  Affiliate  of the  Borrower  or any of its  Subsidiaries
(including,  without limitation,  transactions  involving the purchase,  sale or
exchange of assets or properties  or the  rendering of services),  except in the
ordinary  course of business  pursuant  to the  reasonable  requirements  of the
Borrower or such Subsidiary and upon fair and reasonable terms no less favorable
to the Borrower of such Subsidiary than Borrower or such Subsidiary would obtain
in a comparable arm's-length  transaction with a Person other than an Affiliate.
Without  limiting the generality of the  immediately  preceding  sentence,  such
sentence shall apply to transactions  between the Borrower and its Subsidiaries,
PROVIDED,  however,  that  intercompany  charges  between the  Borrower  and its
Subsidiaries may be made in accordance with the prior practices of such parties.

     5.6 LOANS, ADVANCES, INVESTMENTS.  Purchase or otherwise acquire any shares
of stock or  obligations  of,  make any  loans or  advances  to,  make a capital
contribution  to,  or make any other  investments  in,  any  Person  other  than
investments in direct obligations of the United States of America, or commercial
paper rated the highest grade by two or more national credit rating agencies, or
deposit or time accounts of Lender or, subject to Section 4.9 hereof,  any other
United States bank and which account is insured by the Federal Deposit Insurance
Corporation.

<PAGE>
                                      -21-


     5.7  ACQUISITION OF STOCK OF BORROWER;  DIVIDENDS.  (i) Purchase,  acquire,
redeem or retire, or make any commitment to purchase, acquire, redeem or retire,
any of the capital stock of the Borrower,  whether now or hereafter outstanding,
provided, however, that the Borrower and/or TFCI shall be permitted to purchase,
acquire,  redeem or retire the capital  stock of the Borrower so long as (x) the
aggregate  amount of the  capital  stock thus  purchased,  acquired  redeemed or
retired does not exceed  $100,000 and (y) neither at the time of such  purchase,
acquisition,  redemption  or  retirement  nor as a result  thereof no Default or
Event of Default  exists or occurs or (ii) pay any  dividends  on, or  otherwise
make any distributions  with respect to, any capital stock of the Borrower if at
the time of such dividend or other  distribution  an Event of Default or Default
exists or if an Event of Default or Default shall result from such payment.

     5.8 [INTENTIONALLY OMITTED.]

     5.9  SUBSIDIARIES.  Acquire (other than, in the case of the Borrower,  TFCI
and Avest), form or dispose of any Subsidiary.

     5.10 CURRENT  RATIO.  Permit the ratio of  Consolidated  Current  Assets to
Consolidated  Current  Liabilities,   as  of  the  end  of  any  fiscal  quarter
(commencing with the fiscal quarter ending September 30, 1997), (i) for any such
fiscal  quarter  ending prior to June 30, 1998, to be less than 1.00 to 1.00 and
(ii) for any such fiscal  quarter  ending on or after June 30, 1998,  to be less
than 1.25 to 1.00.

     5.11 DEBT SERVICE  COVERAGE.  Permit the ratio of (a)  Consolidated  EBITDA
less Cash  Capital  Expenditures  to (b) Interest  Expense  plus CMTLD,  for any
Elapsed Fiscal Year (commencing with the Elapsed Fiscal Period ending September,
1997), to be less than 1.25 to 1.00.

     5.12. MINIMUM INTEREST COVERAGE. Permit the Interest Coverage Ratio for any
Elapsed Fiscal Year (commencing with the Elapsed Fiscal Period ending September,
1997), to be less than 1.50 to 1.00.

     5.13.  LIABILITIES  TO  TANGIBLE  NET  WORTH  RATIO.  Permit  the  ratio of
Consolidated  Liabilities to  Consolidated  Tangible Net Worth, as of the end of
any fiscal quarter  (commencing  with the fiscal  quarter  ending  September 30,
1997), to exceed 1.50 to 1.00.

     5.14 LEASE OBLIGATIONS. Incur, create, or assume any commitment to make any
Lease Payments (as defined below) if the aggregate amount payable  thereunder in
any one fiscal year  (commencing  with the fiscal year  ending  March 31,  1997)
would exceed $175,000.  "Lease Payments" means any direct or indirect payment or
payments, whether as rent or otherwise, exclusive of, however, any rent payments
to Avest made  pursuant to that certain  lease of the property at the  Plainview
Site  between  Avest,  as lessor,  and Astrex,  as lessee,  dated June 30, 1989,
including fees or service or finance charges,  under any lease,  rental or other
agreement  for the use of the  property  of any Person  other than the  Borrower
whether or not such agreement contains an 

<PAGE>
                                      -22-


option to purchase.

     5.15 FISCAL YEAR. Cause its fiscal year to end on any date other than March
31.

     5.16 DOUBLE NEGATIVE  PLEDGE.  Enter into or suffer to exist, or permit any
of Borrower's Subsidiaries to enter into or suffer to exist, other than in favor
of the Lender,  any  agreement  prohibiting  (or  restricting)  the  creation or
assumption of any Lien upon any  property(ies)  or assets of the Borrower or any
of its Subsidiaries.


                             ARTICLE 6. COLLATERAL.

     6.1.  SECURITY  INTEREST.  To  secure  the due  and  punctual  payment  and
performance of all of the Secured Obligations,  each of the Borrower and TFCI do
hereby each pledge and assign all of the Collateral to the Lender,  and grant to
the Lender a present and  continuing  security  interest in and lien upon all of
its respective Collateral.

     6.2. CONTINUED PRIORITY OF SECURITY INTEREST.  Borrower and TFCI represent,
warrant and covenant that (i) the Security Interest is and shall at all times be
a valid and perfected security interest  enforceable against the Borrower,  TFCI
and all  third  parties  and  securing,  in  accordance  with the  terms of this
Agreement,  the Secured  Obligations,  and (ii) the Collateral  shall not at any
time be subject  to any Liens  that are prior to, on a parity  with or junior to
the Security Interest other than Permitted Liens.

     6.3. FILING; VERIFICATION.

     (a) The  Borrower and TFCI shall,  at their sole cost and expense,  take or
cause to be taken all action which may be necessary  or  desirable,  or that the
Lender may  reasonably  request,  in order to assure that the Security  Interest
will at all  times  comply  with the  provisions  of  Section  6.2 and the other
provisions  of the  Financing  Documents and to enable the Lender to exercise or
enforce its rights hereunder and under the other Financing Documents, including,
but not limited to, (i)  executing,  delivering  and, where  applicable,  filing
financing statements, continuation statements, pledges, designations, mortgages,
hypothecation,  notices  and  assignments,  in each  case in form and  substance
satisfactory  to the Lender,  (ii)  causing to be  executed  and  delivered  (a)
landlord's  waivers  and  (b)  postal  change  of  address  cards,   letters  to
postmasters  and  pre-signed  letters to account  debtors under  Accounts of the
Borrower  and/or TFCI,  all in form and  substance  satisfactory  to the Lender,
(iii)  delivering to the Lender,  endorsed or accompanied by such instruments of
assignment  as the Lender may specify,  any and all chattel  paper,  securities,
instruments,  letters of credit and advices thereof and documents  evidencing or
forming a part of the  Collateral.  The Borrower and TFCI shall mark their books
and records as may be necessary or appropriate to evidence,  protect and perfect
the Security Interest.

     (b) A carbon,  photographic  or other  reproduction of this Agreement or of
any financing 

<PAGE>
                                      -23-


statement shall be sufficient as a financing statement.

     (c) The Lender shall have the right at any time and by any reasonable means
(including by mail, telephone, telecopy or otherwise), in the name of the Lender
or the Borrower or its  Subsidiaries  (or other name), to verify (or require the
Borrower or TFCI to verify) the validity,  ownership, amount or any other matter
relating to any  Collateral.  Borrower and its  Subsidiaries  shall cooperate in
connection with same.

     6.4.  CERTAIN  COVENANTS  AS TO  COLLATERAL.  So long as any of the Secured
Obligations are  outstanding and unpaid or the Revolving  Credit Facility exists
and unless the Lender shall otherwise consent in writing:

     (a) The Borrower and TFCI will:

          (i) at all  times  be the  sole  owner  of  each  and  every  item  of
     Collateral respectively owned by it;

          (ii)  discharge  all Liens other than  Permitted  Liens and  otherwise
     defend the  Security  Interest and its title to the  Collateral  at its own
     expense;

          (iii) endeavor to make  collection of the  Receivables of Borrower and
     TFCI, provided,  that nothing contained in this sentence shall, or shall be
     interpreted  to,  limit any right of the Lender to collect  any  Receivable
     upon the  occurrence or  continuance  of any Event of Default (or any other
     right or remedy of the Lender).

          (iv)  at all  times  keep,  in all  material  respects,  accurate  and
     complete records of the Collateral;

          (v) (A) for  purposes of  computing  the  Borrowing  Base,  and not in
     limitation of any of the  provisions  of Section 4.2 above,  furnish to the
     Lender  information and documentation  adequate to identify  Receivables at
     times and in form and  substance  as may be required by the Lender and from
     time to time, as  determined  by the Lender,  provide the Lender with aging
     schedules  describing  all  Receivables  created or acquired by Borrower or
     TFCI, (B) together with each such schedule, upon the request of the Lender,
     provide the Lender with copies of  customers'  invoices or the  equivalent,
     original  shipping  and delivery  receipts and such other  documents as the
     Lender shall specify, (C) upon the request of the Lender from time to time,
     execute and deliver  confirmatory written assignments of any Receivables or
     other Collateral to the Lender,  but any failure by the Borrower or TFCI to
     execute and deliver such schedules and other materials or assignments shall
     not limit or otherwise  affect the Security  Interest or the Lender's other
     rights in and to the Collateral,  (D) upon the request of the Lender,  from
     time to time, (i) a current listing of inventory of the Borrower and (ii) a
     listing of the inventory of TFCI based upon (x) the current annual physical
     inventory  count or (y) at any time  other  than when the  annual  physical
     inventory  

<PAGE>
                                      -24-


     count is taken,  estimates  derived from a gross profit roll forward method
     of inventory calculation,  and (E) upon request of the Lender, from time to
     time,  provide  such  information  with  respect to any  collateral  or the
     operations  of the  Borrower or TFCI as shall in good faith be requested by
     the Lender;

          (vi)  maintain all physical  property that  constitutes  Collateral in
     good  condition and repair,  reasonable  wear and tear  excepted,  make all
     necessary  repairs thereto and all replacement of parts thereof so that the
     value and operating efficiency thereof shall at all times be maintained and
     preserved,  reasonable wear and tear excepted,  and exercise proper custody
     over all such property;

          (vii) upon  Borrower or TFCI  becoming  aware of such matter or event,
     give  prompt  notice  to the  Lender of (A) any  matter or event  which has
     resulted  in,  or may  result  in,  the  actual or  reasonably  foreseeable
     potential diminution in the value of, or reasonably  foreseeable  potential
     offsets to, any of the  Collateral  in excess of $50,000 in the  aggregate,
     (B) any fact which would render any  Receivables in the aggregate in excess
     of $50,000  invalid or  uncollectible,  (C) any dispute with respect to any
     Receivable,  provided,  however,  that  notice  need  only be  given if the
     aggregate amount of Receivables in dispute is in excess of $50,000, (D) all
     returns,  repossessions  and  recoveries  in excess of $50,000 per month or
     which are otherwise material, (E) Borrower's or TFCI's failure or inability
     to  perform  on  accounts  over  $50,000  in the  aggregate,  and  (F)  any
     information  relating  to the  material  adverse  change  in the  financial
     condition of any account debtor or other obligor  owing,  at the applicable
     time, an aggregate of $50,000 or more to the Borrower or TFCI; and

          (viii) (A) upon the  Lender's  request,  verify the amount,  quantity,
     ownership,  value or any other  documentation  or matter relating to any of
     the  Collateral and (B) furnish to the Lender,  upon the Lender's  request,
     such other information and documentation  with respect to the Collateral as
     the Lender may in good faith request from time to time, including,  without
     limitation,  a master  address  list with  respect  to the  Receivables  of
     Borrower or TFCI, a price list (setting forth both cost and proposed retail
     price) of and physical  listings and schedules of Inventory,  a schedule of
     Equipment setting forth each of the items of Equipment and any details with
     respect  thereto as the Lender may in good faith request,  and schedules of
     General Intangibles,  all in form and substance reasonably  satisfactory to
     the Lender; and


     (b)  Borrower  and  TFCI  represent,  warrant  and  covenant  that  (i) all
Receivables that are Eligible  Receivables or otherwise  material Accounts shall
at all  times  represent  bona  fide  transactions,  and at all  times  shall be
complete and require no further act under any circumstances on the Borrower's or
TFCI's part to make such Receivables  payable by the account debtors thereunder,
(ii) no Receivable or Receivables that is or are Eligible  Receivables  shall at
any time be subject to any  defense  or  dispute  or to any  present,  future or
contingent offset or counterclaim or any contract prohibiting assignment thereof
or requiring  notice of or consent to assignment,  or 

<PAGE>
                                      -25-


represent   a   bill-and-hold   sale,   consignment   sale,   guaranteed   sale,
sale-or-return   or  other  similar   understanding,   and  (iii)  none  of  the
transactions  underlying  or  giving  rise to any  Receivable  shall at any time
violate any Applicable Law in a manner affecting the validity or  enforceability
of the Receivable  (including,  without limitation,  access to the courts of any
State to enforce such Receivable) and all such Receivables shall be legal, valid
and binding on the applicable  obligor and fully  enforceable by the Borrower or
TFCI, as the case may be; provided,  that the failure of any Receivable or other
Collateral  to comply with the terms of any of the  provisions  of any Financial
Document shall in no way impair the Lender's Security Interest therein.

     (c) Neither the Borrower nor TFCI shall:

          (i) rescind or cancel any  obligation  evidenced by any  Receivable or
     modify any term thereof or make any  adjustment  with respect  thereto,  or
     extend or renew the same, or compromise or settle any dispute,  claim, suit
     or legal proceeding relating thereto,  without the prior written consent of
     the Lender, except that, if no Event of Default shall then exist (or result
     therefrom),  and subject to the rights of the Lender under Section 6.6, the
     Borrower or TFCI, as the case may be, may, with respect to any  Receivable,
     but only in the  ordinary  course of its business  and in  accordance  with
     commercially  reasonable  business  judgment and its  customary  collection
     practices (aa) extend the time of payment  thereof,  (bb) in the case of an
     Account  that  represents  the right to  payment  for goods sold or leased,
     grant a refund or credit  with  respect  thereto for  returned,  damaged or
     non-complying  merchandise and (cc) settle the same for an amount less than
     the then unpaid balance thereof; or

          (ii) sell, assign,  transfer or otherwise dispose of any Collateral to
     anyone other than the Lender, provided,  however, that, notwithstanding the
     foregoing,  so long as no Event of  Default  exists  or would  exist  after
     giving effect to such sale or disposition, (A) Inventory may be sold by the
     Borrower or TFCI in the ordinary course of business and (B) Equipment which
     is, in the reasonable commercial business judgment of the Borrower or TFCI,
     obsolete  or no longer  useful in the conduct of the  Borrower's  or TFCI's
     business may be sold or disposed of by the Borrower or TFCI  provided  that
     the Lender is given prompt  notice  thereof.  The sale proceeds of any such
     sale or other disposition shall,  subject to the other rights of the Lender
     hereunder  (including  Section  6.6) be applied as set forth in Section 1.8
     hereof.  The inclusion of "proceeds" of the  Collateral  under the Security
     Interest  shall not be deemed a consent  by the Lender to any sale or other
     disposition of any part or all of the Collateral.

     (d) Borrower shall duly fulfill any obligations on its part to be fulfilled
under or in connection with the  Receivables  and other  Collateral and shall do
nothing to impair the rights of the Lender therein.

     (e)  Neither  the  Borrower  nor TFCI  shall  attach or affix any  material
Collateral to any real estate without the prior written consent of the Lender.

     (f) If any Inventory (or other  property of the Borrower or TFCI) is in the
possession or 

<PAGE>
                                      -26-


control of any of the Borrower's or TFCI's agents or processors, the Borrower or
TFCI, as the case may be, shall, after the occurrence and during the continuance
of any Event of Default,  if  requested by the Lender,  instruct  such Person to
hold all such Inventory  (and other  property) for the account of the Lender and
subject to the  instructions  of the Lender and in all events the Borrower shall
cooperate with the Lender in taking  possession of any such  Inventory.  Nothing
contained  herein shall be  interpreted  to limit the  provisions of Section 6.5
below.

     6.5 LOCATION OF COLLATERAL;  CHANGE OF NAME,  ETC. Each of the Borrower and
TFCI represents, warrants and covenants that:

     (a) The Borrower's  Questionnaire was and is true,  complete and correct in
all respects when originally given and as of the date hereof.

     (b) The Company's  Questionnaire  was and is true,  complete and correct in
all respects when originally given and as of the date hereof.

     (c) Neither the Borrower nor TFCI,  without  giving the Lender thirty days'
prior notice thereof, and subject to any other additional restrictions set forth
in this  Agreement  or any  other  Financing  Document,  will (i) move its chief
executive office and, if different from its chief executive  office,  any office
where the books and records  relating to any Receivables or General  Intangibles
are kept,  (ii)  change the  location of any other place of business or open any
new place of business, (iii) change its name, identity or corporate structure or
(iv) do any business under any name, trade name or trade style not listed on the
Borrower's Questionnaire or the Company's Questionnaire,  as the case may be. In
addition,  (i) the Borrower will not move its chief executive  office outside of
Nassau County,  New York without the written consent of the Lender and (ii) TFCI
will  not  move  its  chief  executive  office  outside  of  West   Springfield,
Massachusetts  (unless  such  office  is moved to Nassau  County,  New York with
proper  notice  given to Lender  under  clause (i) above)  without  the  written
consent of Lender.

     (d) (i) Borrower shall not move the location of any Inventory, Equipment or
other tangible  Collateral  without the prior written  consent of the Lender and
(ii) TFCI  shall not move the  location  of any  Inventory,  Equipment  or other
tangible  collateral to any location  other than the Plainview  Site without the
prior written consent of the Bank; provided, that the Borrower and TFCI may each
sell Inventory,  and replace  equipment,  in the ordinary course as permitted by
Section 5.4 above.

     6.6. NOTICE TO ACCOUNT DEBTORS OR OTHER OBLIGORS; POSSESSION OF COLLATERAL.
Upon the occurrence and any time during the continuance of any Event of Default,
the Lender may do any or all of the following:

          (i)  The  Lender  may  notify  (in the  Lender's  name  and/or  in the
     Borrower's or TFCI's name),  and/or require the Borrower or TFCI to notify,
     in writing any account  debtor or other  obligor with respect to any one or
     more of the Receivables or other  Collateral to 

<PAGE>
                                      -27-


     make payment to the Lender, or any agent or designee of the Lender, at such
     address as may be specified by the Lender or its agent or designee,  as the
     case may be, and the Lender or such agent or designee  shall have the right
     to receive all such payments;  thereupon,  the Borrower and/or TFCI, as the
     case may be,  shall no  longer  have any  right  to  collect  the  affected
     Receivables  or other  Collateral.  If,  notwithstanding  the giving of any
     notice,  any  account  debtor or other  obligor  shall make  payment to the
     Borrower or TFCI's,  the  Borrower or TFCI,  as the case may be, shall hold
     all such payments it receives in trust for the Lender and shall deliver the
     same to the Bank, or any such agent or designee,  immediately  upon receipt
     by the  Borrower  or  TFCI,  as the  case  may be,  in the  identical  form
     received,  together with any necessary endorsements.  Anything contained in
     this  Agreement to the contrary  notwithstanding,  the Lender may, upon the
     occurrence and at any time during the  continuance of any Event of Default,
     in its or the  Borrower's or TFCI's name, (i) demand,  sue for,  collect or
     receive any payment  with respect to, (ii) settle or adjust any disputes or
     claims with respect to,  (iii) file any proof of claim or similar  document
     with respect to, or (iv) extend, compromise,  renew, discharge,  release or
     otherwise modify any of the terms of, the Receivables and other Collateral,
     and otherwise  exercise any of Borrower's or TFCI's rights, as the case may
     be in,  to or  under  or  otherwise  related  to the  Receivables  or other
     Collateral.

               Anything  herein  contained  to  the  contrary   notwithstanding,
          neither the Lender,  nor any such agent or designee  shall be required
          or obligated,  to (A) make any demand, or to make an inquiry as to the
          nature or sufficiency of any payment  received by it, or to present or
          file any  claim or  notice  or take any  action  with  respect  to any
          Receivable  or other  Collateral  or the  monies  due or to become due
          thereunder,  (B) to take any steps  necessary  to preserve  any rights
          against  prior  parties,  or (C)  notify the  Borrower  or TFCI of any
          decline in the value of any of the  Collateral  or, except as required
          by  Applicable  Law,  take  any  steps  to  protect  the  value of any
          collateral.  Neither the Lender nor its agents or designees shall have
          any liability to the Borrower or TFCI, as the case may be, for actions
          or  omissions  or any error of judgment or mistake of fact or law made
          in connection  with this  Agreement or any other  Financing  Document,
          other  than  those  occasioned  by its or their  gross  negligence  or
          willful misconduct.

               (ii) All amounts  received or deposited with the Lender  pursuant
          to  paragraph  (i) of this  Section 6.6  representing  the proceeds of
          Receivables  and other  Collateral  shall be applied to the payment of
          the Secured Obligations  (whether or not matured) in such order as the
          Lender shall in its sole discretion determine.

     6.7.  APPOINTMENT  AS ATTORNEY AND AGENT FOR THE  BORROWER  WITH RESPECT TO
SECURITY  INTEREST.  To the fullest extent  permitted by Applicable Law, each of
the  Borrower  and TFCI hereby  irrevocably  appoints the Lender as its true and
lawful  attorney  and agent,  with full power of  substitution,  to execute  and
deliver,  on behalf of and in the name of the Borrower and TFCI,  such financing
statements,  assignments,  notices,  pledges and other documents and agreements,
and to take such other action as the Lender may  reasonably  deem  necessary for
the purpose of the creation, 



<PAGE>
                                      -28-


perfection,  maintenance or  continuation  of the Security  Interest,  under any
Applicable Law, and the Lender is hereby  authorized to file on behalf of and in
the name of the Borrower and TFCI, at the  Borrower's  expense,  such  financing
statements,  assignments, notices, pledges and other documents and agreements in
any  appropriate  governmental  office.  The right is  expressly  granted to the
Lender in its discretion, in those jurisdictions where the same is permitted, to
file one or more financing statements  (including  amendments thereof) under the
Uniform  Commercial Code signed only by the Bank, naming the Borrower or TFCI as
debtor and naming the Lender as secured party and indicating  therein the types,
or describing the items, of the Collateral.

     6.8.  APPOINTMENT  TO ACT FOR THE  BORROWER.  Each of the Borrower and TFCI
hereby:

     (a)  irrevocably  authorizes  the Lender to perform any and all of the acts
that the Lender is permitted to perform under any provision of this Agreement;

     (b)  constitutes  and  appoints  the Lender as each of the  Borrower's  and
TFCI's true and lawful attorney and agent,  with full power of substitution,  in
the place and stead of the  Borrower  and TFCI and  either in its own name or in
the name of the Borrower or of TFCI, to take the actions  described  below,  (x)
with respect to any action described in clauses (i) and (ii) below, at any time,
and (y) with respect to any action described in clauses (iii)-(vi) below, if any
Event of Default shall occur and be continuing:

          (i) to endorse the  Borrower's  or TFCI's  name on any checks,  notes,
     acceptances,  money  orders,  drafts or other  forms of payment or security
     that may come into the Lender's possession;

          (ii) to sign and endorse the Borrower's or TFCI's name on any invoice,
     storage or warehouse  receipt,  express bill or bill of lading  relating to
     any Receivables,  on drafts against customers, on schedules and assignments
     of  Receivables,  on  notices of  assignment,  financing  and  continuation
     statements  and other public  records,  on  verifications  of accounts,  on
     notices to or from  customers  and on any and all  documents  necessary  to
     effectuate  drawings  under letters of credit and all other  instruments or
     documents  relating  to any of the  foregoing  items  referred  to in  this
     subparagraph (ii);

          (iii) to notify the post office  authorities to change the address for
     delivery of the Borrower's and TFCI's mail to an address  designated by the
     Bank;

          (iv) to  receive,  open  and  dispose  of all  mail  addressed  to the
     Borrower or TFCI;

          (v) to exercise any right,  remedy or power of the Lender hereunder or
     any other Financing Document  (including without limitation Sections 6.6 or
     7.3 hereof); and

          (vi) to do all things necessary or in the Lender's judgment  desirable
     to carry out this Agreement or other  Financing  Document to which Borrower
     or TFCI is a party;

<PAGE>
                                      -29-



     (c)  agrees to  execute  from time to time,  upon  request  of the  Lender,
letters of authorization in the form of Exhibit D attached hereto for use by the
Lender and related  postal change of address  cards,  and letters to the account
debtors of the  Borrower  and TFCI (the  actual use by the Lender of a letter of
authorization, change of address cards and letters to account debtors to be upon
the occurrence or anytime during the continuance of any Event of Default); and

     (d)  agrees  that  neither  the  Lender  nor any other  Person  or  Persons
designated  by the Lender to exercise  any of the  foregoing  powers of attorney
will be liable for any acts or omissions or for any error of judgment or mistake
of fact or law other than those  occasioned by its or their gross  negligence or
willful  misconduct.  Any power of attorney  granted  hereunder  shall be deemed
coupled with an interest and shall be irrevocable until the Secured  Obligations
have been fully  satisfied  and this  Agreement  is  terminated  (including  the
revolving credit facility hereunder). The Lender may appoint such persons, firms
or corporations as, in its sole discretion, it may determine, for the purpose of
exercising  any powers and taking any action  permitted to be exercised or taken
by the Lender under or pursuant to any of the provisions of this Agreement.

     6.9 DAMAGE TO OR LOSS OF COLLATERAL. Reference is made to Section 4.3 above
with respect to damage or loss of any Collateral.



                          ARTICLE 7. EVENTS OF DEFAULT

     7.1 EVENTS OF DEFAULT.  Any of the following  shall  constitute an Event of
Default,  whatever  the  reason  for such  event  or  circumstance  and  whether
voluntary or involuntary  and whether an event or circumstance is mentioned once
or more than once:

          (a)  Borrower  shall  fail to make  any  payment  of any  interest  or
               principal, when any of same shall become due under this Agreement
               or any other  Financing  Document  (whether due at maturity or by
               reason of  acceleration or demand or as part of any prepayment or
               otherwise);  PROVIDED,  HOWEVER, that with respect to payments of
               interest  only,  Borrower  shall have two (2) Business Days after
               such  payment  has  become  due in which to make such  payment to
               Lender in full before such overdue  payment  shall  constitute an
               Event of Default hereunder.

          (b)  Borrower  or any other  Person  shall fail to make any payment of
               any other monetary  liability or other monetary  obligation under
               the Note, this Agreement or any other Financing Document and such
               failure  shall  continue for a period of seven (7) calendar  days
               after written notice of such failure shall have been given to the
               Borrower or such other person by the Lender.

          (c)  Borrower  or  TFCI  shall  default  in  the  due  performance  or
               observance of:

<PAGE>
                                      -30-


                    (i) any  agreement or covenant  contained  in Sections  1.8,
               4.1(a) (insofar as such Section  requires the preservation of the
               corporate  existence  of  the  Borrower  and  its  Subsidiaries),
               4.1(d), or 4.6 hereof or Articles 5 or 6 hereof ; or

                    (ii) any  other  agreement  or  covenant  contained  in this
               Agreement  (other than a covenant  or  agreement a default in the
               performance  or  observance of which is elsewhere in this Section
               7.1  specifically  dealt  with) and such  default (in the case of
               this  subparagraph  (ii)) shall have  continued  unremedied for a
               period  of, in the case of Section  4.5,  two (2)  Business  Days
               after,  and, in the case of any such other agreement or covenant,
               thirty (30) calendar  days after  written  notice of such default
               shall have been given to Borrower or TFCI by Lender.

          (d)  Any other  "Event of Default"  (after any other  applicable  cure
               period) or "event of default"  (after any other  applicable  cure
               period) shall occur under any other Financing Document or, if the
               term  "Event of  Default"  or "event of  default"  is not defined
               therein,  any material breach of any such Financing Document by a
               Person  other  than  the  Lender  shall  occur  or any  Financing
               Document  is   terminated   (except  by  reason  of  the  Secured
               Obligations   being  paid  in  full  and  this  Agreement   being
               terminated).

          (e)  Any  financial  report  or  statement,  certificate,   statement,
               representation or warranty at any time furnished or made by or on
               behalf of Borrower,  its  Subsidiaries  or any other Guarantor to
               Lender,  including,  without  limitation,  any  representation or
               warranty  made or  deemed to be made in any  Financing  Document,
               proves  to have  been  incorrect,  untrue  or  misleading  in any
               material respect when made.

          (f)  There shall occur any loss, theft,  destruction,  or damage of or
               to all or a material portion of the assets or other properties of
               the Borrower or its  Subsidiaries  except that such loss,  theft,
               destruction,  or damage  shall not be an Event of Default if same
               is covered,  in all material  respects,  by insurance issued by a
               financially  responsible  insurance  company which has not denied
               coverage.

          (g)  Borrower or any  Guarantor  shall (i) fail to pay,  when due, any
               liability  or  other  obligation,   whether  present  or  future,
               absolute or  contingent,  to the Lender under any  instrument  or
               agreement not constituting a Financing Document beyond the period
               of grace, if any,  provided in such  instrument or agreement,  or
               (ii) default in the due  observance or  performance  of any other
               covenant  or  agreement   relating  to  any  such   liability  or
               obligation   or   contained  in  any   instrument   or  agreement
               evidencing, governing, securing or otherwise relating thereto, or
               any other  event shall occur or  condition  exist,  the effect of
               which default or other event or condition is to cause,  or permit
               the Lender to cause, with the giving of notice if required,  such
               liability  or  obligation  to  become  due  prior  to its  stated
               maturity  or,  in the  case of an  


<PAGE>
                                      -31-


               obligation  under a guaranty,  endorsement or the like, to become
               payable.

          (h)  Borrower or any Guarantor  shall (i) fail to make,  when due, any
               payment with respect to any Indebtedness owed to any Person other
               than the Lender or with respect to any guarantee, endorsement, or
               other  obligation  relating to any  Liability of any other Person
               (other than a Liability owed to the Lender),  which  Indebtedness
               and/or such  Liability(ies),  individually  or in the  aggregate,
               exceed $50,000,  beyond the period of grace,  if any,  applicable
               thereto, (ii) default in the due observance or performance of any
               other covenant or agreement  relating to any such Indebtedness or
               such guarantee,  endorsement or other obligation, or contained in
               any instrument or agreement  evidencing,  governing,  securing or
               otherwise  relating  thereto,  or any other  event shall occur or
               condition  exist,  the effect of which  default or other event or
               condition is to cause, or permit the holder(s)  thereof to cause,
               with the  giving of  notice if  required,  such  Indebtedness  to
               become  due prior to its stated  maturity  or, in the case of any
               such guaranty,  endorsement or such other  obligation,  to become
               payable,  or (iii)  fail to pay,  within  90 days of the due date
               thereof,  any Trade Debt which  individually  or in the aggregate
               exceeds the Trade Debt Default Amount.

          (i)  Borrower or any Guarantor  shall cease doing  business as a going
               concern,  make  an  assignment  for  the  benefit  of  creditors,
               generally  not pay its  debts  as they  become  due or  admit  in
               writing its inability to pay its debts as they become due, file a
               petition  commencing  a  voluntary  case under any chapter of the
               Bankruptcy Code, 11 U.S.C.ss.101 ET SEQ. (the "Bankruptcy Code"),
               be  adjudicated  an  insolvent,   file  a  petition  seeking  any
               reorganization,     arrangement,    composition,    readjustment,
               liquidation,   dissolution  or  similar   arrangement  under  the
               Bankruptcy Code or any other present or future statute, law, rule
               or  regulation,   or  file  an  answer   admitting  the  material
               allegations  of  a  petition  filed  against   Borrower  or  such
               Guarantor,  as the case may be, in any such  case or  proceeding,
               consent  to  the  filing  of  such a  petition  or  apply  for or
               acquiesce in the appointment of a trustee, receiver, custodian or
               other  similar  official for Borrower or such  Guarantor,  as the
               case may be, or of all or any  substantial  part of Borrower's or
               such Guarantor's, as the case may be, assets or other properties,
               or take any action looking to Borrower's or such Guarantor's,  as
               the case may be, dissolution or liquidation.

          (j)  A case,  proceeding or other action shall be  instituted  against
               Borrower  or any  Guarantor  seeking  the  entry of an order  for
               relief  against  Borrower  or  any  Guarantor  as  a  debtor,  to
               adjudicate  Borrower or any Guarantor as a bankrupt or insolvent,
               or    seeking    reorganization,    arrangement,    readjustment,
               liquidation,  dissolution or similar  relief against  Borrower or
               any  Guarantor  under the  Bankruptcy  Code or other  present  or
               future statute,  law, rule or regulation,  which case, proceeding
               or  other   action   either  (i)  results  in  such   entry,   or
               adjudication,  or relief or  issuance or entry of any other order
               or judgment  having a similar effect or (ii) remains  undismissed
               for sixty (60) calendar  days, or within sixty (60) calendar days
               after  the  



<PAGE>
                                      -32-


               appointment  without  Borrower's  or any  Guarantor's  consent or
               acquiescence of any trustee, receiver, custodian or other similar
               official  for  Borrower  or  such  Guarantor  or of  all  or  any
               substantial  part of  Borrower's or such  Guarantor's  assets and
               other properties, and such appointment shall not be vacated.

          (k)  (i)  A  writ  of  execution,   attachment,   foreign  attachment,
               garnishment,  replevin or any similar  process shall be issued or
               levied with respect to (aa) any deposits of the Borrower with the
               Lender or any other  property of the Borrower in which the Lender
               has a lien or right of set-off or (bb) any other  property  which
               individually  or in the  aggregate  exceeds  $100,000 or (ii) any
               final order, judgment or decree shall be entered against Borrower
               or any  Guarantor  by a court of  competent  jurisdiction  which,
               together with other outstanding  orders,  judgments,  and decrees
               against  Borrower or such  Guarantor,  as the case may be, exceed
               $100,000  (exclusive  of  amounts  actually  insured  against  by
               adequate  liability  insurance  policies  issued  by  financially
               responsible companies who have not denied coverage), and any such
               execution,  attachment, foreign judgment, garnishment,  replevin,
               similar process,  or judgment(s) shall continue in effect for any
               period  of ten (10)  consecutive  calendar  days or more  without
               being released or a stay of execution.

          (l)  There shall occur any material adverse change with respect to the
               Borrower's  or  any  of  its   Subsidiary's   business,   assets,
               liabilities,  financial  condition,  results  of  operations,  or
               business prospects (a "Material Adverse Change"),  and the Lender
               shall  reasonably  believe  that as a  result  of  such  Material
               Adverse   Change  the  prospects   for  the   Borrower's  or  any
               Guarantor's  payment of the Secured Obligations or performance of
               any material  covenant or agreement  hereunder or under any other
               Financing  Document shall be impaired.  A Material Adverse Change
               shall be  determined  with  reference  to the  business,  assets,
               liabilities,   financial  condition,  results  of  operations  or
               business  prospects,  as the case may be, of the Borrower or such
               Subsidiary as of March 31, 1997 (i.e., a Material  Adverse Change
               will be a material adverse change in the Borrower's or any of its
               Subsidiary's business, assets, liabilities,  financial condition,
               results of operations or business prospects,  as the case may be,
               as  compared  to  the  Borrower's  or  any  of  its  Subsidiary's
               business, assets,  liabilities,  financial condition,  results of
               operations or business prospects, as the case may be, as of March
               31, 1997).

          (m)  There shall occur, for any reason (voluntary or involuntary), any
               change in senior  management  of the Borrower and (i) a period of
               60 (calendar) days shall expire after the date of any such change
               and (ii) the Lender  shall not  consent in  writing,  within such
               sixty day period,  to any proposed  replacement of the person who
               formerly held the applicable senior management position, it being
               understood  that the  Lender  may  withhold  its  consent  in its
               absolute (but good faith) discretion.

     7.2  ACCELERATION.   Upon  the  occurrence  and  at  any  time  during  the
continuance  of any 

<PAGE>
                                      -33-


Event of  Default,  the  Lender,  by  written  notice to the  Borrower,  may (i)
terminate the right of the Borrower to borrow any further Revolving Credit Loans
under the  Revolving  Credit  Facility,  and/or (ii)  declare the entire  unpaid
principal  balance  of the Note and all  Revolving  Credit  Loans and any or all
other Secured  Obligations,  and all accrued and unpaid  interest under the Note
and on all Revolving Credit Loans, to be due and payable  immediately,  and upon
any such  declaration  the entire unpaid  principal  balance of the Note and all
Revolving Credit Loans and all accrued and unpaid interest under the Note and on
all Revolving Credit Loans (and any other Secured Obligations so declared by the
Lender) shall become and be  immediately  due and payable,  without the need for
presentment, demand for payment, protest, notice of dishonor or protest or other
notice of any kind all of which are expressly waived by the Borrower;  provided,
however,   that  upon  the  occurrence  of  any  of  the  events   specified  in
subparagraphs  (i) and (j) above,  (i) the right of the Borrower to borrow under
the Revolving  Credit  Facility shall  automatically  be terminated and (ii) the
entire unpaid principal  balance of the Revolving Credit Loans and the Note, and
all unpaid and accrued  interest  under the Note and all Revolving  Credit Loans
and all other Secured Obligations,  shall be immediately due and payable without
any notice  whatsoever,  and all  without the need for  presentment,  demand for
payment,  protest, notice of dishonor or protest or other notice of any kind all
of which are hereby  expressly  waived by the Borrower.  Lender shall have, upon
the  occurrence and during the  continuance  of any Event of Default,  all other
rights,  remedies,  and  powers  provided  to the  Lender  under  the  Financing
Documents, any other agreement, instrument or other document or Applicable Law.


     7.3 OTHER  REMEDIES.  If an Event of  Default  shall have  occurred  and be
continuing, the Lender may, without presentment, demand, protest or other notice
of any kind (except as may be specifically  required by this Agreement),  all of
which are hereby expressly waived,  exercise all of the rights and remedies of a
secured party under the Uniform  Commercial Code upon a default  (whether or not
the Uniform  Commercial Code is in effect in the jurisdiction  where such rights
and remedies are exercised) or other  Applicable Law. In addition,  the Borrower
agrees  that the  Lender may  exercise  any or all of the  following  rights and
remedies:

          (i) The Lender  may  exercise  any and all of its rights and  remedies
     hereunder  or under  any  other  Financing  Document  or  other  applicable
     agreement, instrument or other document or Applicable Law;

          (ii) The  Lender  may at any time and from  time to time do any of the
     following:  (aa) with or without  judicial process or the aid or assistance
     of others,  enter  upon any  premises  (including  without  limitation  any
     premises of the  Borrower or TFCI) in which any  Collateral  may be located
     and take physical  possession of any items of Collateral  and maintain such
     possession  on such  premises  and/or move the same or any part  thereof to
     such other  places as the Lender  shall  choose  (the  Lender  shall not be
     liable  to the  Borrower  or TFCI  on  account  of any  losses,  damage  or
     depreciation that may occur as a result thereof so long as the Lender shall
     act in good faith),  (bb) dispose of all or any part of the  Collateral  on
     any premises of the Borrower or TFCI (or on or at any other location), (cc)
     require the 

<PAGE>
                                      -34-


     Borrower or TFCI (at their expense) to assemble the Collateral and maintain
     or deliver the  Collateral  into the  possession of the Lender or any other
     Person  designated  by the Lender at such place or places as the Lender (or
     such other Person) may designate and as are  reasonably  convenient to both
     the Lender and the Borrower,  (dd) cause any or all of the Collateral to be
     placed in or removed  from any  public,  private or field  warehouse,  (ee)
     remove  all or any  part of the  Collateral  from any  premises  (including
     without  limitation  any premises of the Borrower or TFCI or any warehouse)
     in which any such  Collateral  may be located for the purpose of  effecting
     sale or other disposition thereof and (ff) take delivery of any Collateral.
     The Lender may exercise  any or all of its rights and  remedies  under this
     paragraph  (ii) or any of its other  rights and  remedies  under any of the
     Financing  Documents  or  Applicable  Law (1) without  payment of any rent,
     license fee or compensation of any kind to Borrower or TFCI and (2) for the
     account and at the expense of the Borrower and TFCI. Borrower and TFCI will
     not resist or  interfere  with any such  exercise.  The  Borrower  and TFCI
     hereby agree to cooperate  with the Lender in the Lender's  exercise of any
     of the foregoing  rights and remedies (and the other rights and remedies of
     the Lender).

          Unless the  Collateral is perishable or threatens to decline  speedily
     in value  or is of a type  customarily  sold on a  recognized  market,  the
     Lender  will give the  Borrower  or TFCI,  as the case may be, at least ten
     (10) Business Days prior written notice of the time and place of any public
     sale  thereof  or of the time  after  which any  private  sale or any other
     intended  disposition  is to be made. The Borrower and TFCI agree that such
     ten (10) Business Day period is a reasonable time for such notice. Any sale
     or  other  disposition  by the  Bank of any  Collateral  may be for cash or
     credit or any combination thereof (and the Bank shall not assume any credit
     risk). (To the fullest extent permitted by Applicable Law, the Bank may, at
     its discretion,  adjourn any such sale (or other  dispositions).)  The Bank
     may sell or dispose of the  Collateral  in whole or in part or parts at any
     time  and  from  time to time  as it,  in its  sole  discretion,  may  deem
     advisable.  If the Bank  purchases  any  Collateral at any sale, it may, in
     lieu of actual  payment of the purchase  price,  set-off the amount of such
     price against the Secured Obligations (or portion thereof). The Bank, if it
     is in  possession  of the  Collateral,  shall be deemed  to have  exercised
     reasonable  care  in  the  custody,  preservation  and  management  of  the
     Collateral  if it takes such action for those  purposes as the  Borrower or
     TFCI, as the case may be, shall request in writing, provided, however, that
     the Lender  shall not be required to take any such  action.  No omission on
     the part of the Lender to take any action, whether or not requested,  shall
     of itself be deemed a failure to exercise reasonable care; and

          (iii)  without the same having the effect of  releasing  any or all of
     the Collateral or otherwise prejudicing any rights of the Lender hereunder,
     the Lender may (A) sell or cause to be sold or otherwise dispose of such of
     the  Collateral as it may in its sole  discretion  deem  desirable  without
     being required  simultaneously or later similarly to sell or dispose of the
     balance of the  Collateral or any other  property or other  security at the
     time  available  to it and  without  being  required to resort to any other
     security or sources of reimbursement  which may at the time be available to
     it; and (B) apply to the Secured Obligations the 




<PAGE>
                                      -35-


     proceeds of the  Collateral  or any portion  thereof,  or any other  amount
     received  on account  of the  Collateral  or any  portion  thereof,  by the
     exercise of any right or remedy permitted  hereunder,  without resorting to
     and without regard to other security or sources of reimbursement  which may
     at the time be available to it.

          (iv) Lender is hereby granted a license or other right to use, without
     charge, Borrower's and TFCI's labels, patents, copyrights, rights of use of
     any name, trade secrets, tradenames,  trademarks and advertising matter, or
     any  property of a similar  nature,  as it pertains to the  Collateral,  in
     advertising  for sale and selling any  Collateral and Borrower's and TFCI's
     rights under all licenses and all franchise  agreements  (and other rights)
     shall inure to Lender's benefit.

          (v) The Lender may  require  the  Borrower  to cause  Avest to grant a
     mortgage to the Lender (in form and substance  satisfactory to Lender) with
     respect to the Plainview  Real  Property to secure the Secured  Obligations
     and  Borrower or Avest shall pay all  mortgage,  recording  an other taxes,
     fees or charges in connection with such mortgage.

     7.4.  APPLICATION  OF PROCEEDS.  All  proceeds  from each sale of, or other
realization  upon,  all or any  part of the  Collateral  following  an  Event of
Default and all other  payments  during the  continuance  of an Event of Default
shall be applied or paid over as follows:

          First: To the payment of all costs and expenses incurred in connection
     with such sale or other  realization  (including  all costs and expenses of
     collecting,   retaking,   completing,    protecting,   removing,   storing,
     advertising for sale, selling and/or delivering, any Collateral), including
     reasonable  attorneys' fees and disbursements  (all such costs and expenses
     shall constitute Secured Obligations);

          Second:  To the  payment of the other  Secured  Obligations  (with the
     Borrower and all  applicable  Guarantors  remaining  jointly and  severally
     liable for any deficiency) in any order which the Lender may elect; and

          Third:  The balance (if any) of such proceeds to the Borrower or TFCI,
     as the case may be,  subject to applicable  law and to any duty to pay such
     balance to the holder of any subordinate Lien in the Collateral.



                            ARTICLE 8. MISCELLANEOUS

     8.1  CERTAIN  WAIVERS.  Each  of  Borrower  and  TFCI  waives  presentment,
diligence,  protest,  demand,  notice  of  demand,  notice of  acceptance  of or
reliance, notice of all non-payment,  notice of dishonor, notice of protest, and
all other notices (except for those expressly provided for herein) to parties in
connection with the delivery, acceptance, performance, default or enforcement 



<PAGE>
                                      -36-


of any Financing  Document or any  collateral or security.  Lender shall have no
obligation to preserve rights against prior parties.

     8.2.  SEVERABILITY.  Any  provision of this  Agreement  or other  Financing
Document which is prohibited or unenforceable  in any jurisdiction  shall, as to
such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability without invalidating the remaining provisions hereof or thereof
in such  jurisdiction,  and any  such  prohibition  or  unenforceability  in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     8.3. PARAGRAPH HEADINGS.  The paragraph headings used in this Agreement are
for  purposes  of  convenience  of  reference  only and  shall  not  affect  the
construction hereof or be taken into consideration in the interpretation hereof.

     8.4. NO WAIVER;  CUMULATIVE  REMEDIES.  (a) The Lender shall not by any act
(except by a written  instrument  executed  and  delivered  in  accordance  with
subparagraph (b) of this Section),  delay, indulgence,  omission or otherwise be
deemed to have waived any right,  remedy or other power  hereunder  or under any
other  Financing  Document  or to have  acquiesced  in any  Default  or Event of
Default. No failure to exercise, nor any delay in exercising, on the part of the
Lender,  any right,  remedy or other power shall  preclude  any other or further
exercise  thereof or the exercise of any other right,  remedy or other power. No
single or partial exercise of any right, remedy, or power hereunder or under any
other Financing Document shall preclude any other or further exercise thereof or
the exercise of any other right,  remedy or power. A waiver by the Lender of any
right,  remedy or power hereunder or under any other  Financing  Document on any
one  occasion  shall not be  construed  as, or  constitute  a bar to, any right,
remedy or other  power  which the  Lender  would  otherwise  have on any  future
occasion.  The rights,  remedies and powers  provided to the Lender herein or in
any  other  Financing  Document  are  cumulative,  may be  exercised  singly  or
concurrently  and are not  exclusive  of and shall be in  addition  to all other
rights,  remedies,  or powers provided by Applicable Law or any other agreement,
instrument  or other  document.  Lender  may  exercise  any or all such  rights,
remedies  and powers at any  time(s) in any order  which  Lender  chooses in its
discretion.

     (b) No waiver,  amendment,  supplement or other  modification of any of the
terms or provisions of this Agreement  shall be effective  unless set forth in a
writing  executed and delivered by the party sought to be charged (except that a
waiver,  amendment,  supplement or other modification  executed and delivered by
Borrower or TFCI, as the case may be, shall be binding upon the other) .

     8.5. SUCCESSORS AND ASSIGNS;  SALE,  ASSIGNMENT OR PARTICIPATION.  (a) This
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective  successors,  assigns,  heirs, and representatives,  except
that neither the Borrower nor TFCI may not, without the prior written consent of
the  Lender,  assign or  transfer  any of its rights or  obligations  under this
Agreement,  the Note or other  Financing  Document,  and no such  assignment  or
transfer of any  obligation  shall  relieve  either the Borrower or TFCI thereof
unless the Lender shall have consented 



<PAGE>
                                      -37-


to such release in a writing specifically referring to the obligation from which
the Borrower or TFCI is to be released.

     (b) The Lender  may from time to time sell or assign,  in whole or in part,
or grant  participation  in some or all of the  Financing  Documents  and/or the
Revolving  Credit  Loans and other  Liabilities  of Borrower  or TFCI  evidenced
thereby. The holder/transferee of any such sale, assignment or participation, if
and to the extent the applicable agreement between the Lender and such holder so
provides,  (i) shall be entitled to all of the rights,  obligations and benefits
of the Lender (provided, that, in the case of a participation,  it is understood
and  agreed  that,  except to the  extent  such  agreement  otherwise  provides,
vis-a-vis  the  Borrower and TFCI the Lender shall (aa) remain the holder of the
Note and all rights,  obligations and benefits of the Lender hereunder and under
the other Financing Documents,  and (bb) the Borrower and TFCI shall continue to
deal  solely  and  directly  with  the  Lender  with  respect  to  such  rights,
obligations and benefits,  and (ii) shall be deemed to hold and may exercise the
rights of setoff or banker's  lien with  respect to any and all  obligations  of
such  holder/transferee  to the  Borrower,  in each case as fully as though  the
Borrower  were  directly  indebted  to such  holder/transferee  (whether  or not
Borrower is, in fact, so directly  indebted).  The Lender may in its discretion,
give notice to the Borrower of such sale, assignment or participation;  however,
the  failure to give such  notice  shall not affect any of the  Lender's or such
holder/transferee's  rights  hereunder.  In the event of any  assignment  by the
Lender of any  obligations  of the Lender under any of the Financing  Documents,
the Lender shall not be liable to the Borrower for the  performance  of any such
obligations  so  assigned,  to the  extent  same are to be  performed  after the
effective  date of the sale or assignment  and it shall be solely the obligation
of the assignee to perform same.  Each of the Borrower and TFCI  authorizes  the
Lender to provide  information  concerning  the  Borrower  and/or  TFCI or other
Subsidiary  of  the  Borrower  to  any   prospective   purchaser,   assignee  or
participant,  provided, that the recipient, with respect to any information that
consists of Proprietary Information (as defined below), shall agree to keep such
Proprietary Information confidential and not make any use thereof other than for
purposes  of  evaluating  Borrower's  or such  Subsidiary's  credit  (and/or  to
exercise  any  rights  or  remedies  under  any of the  Financing  Documents  or
otherwise  in  connection  with same) except for  disclosure  (a) as required by
Applicable  Law, (b) to its attorneys and accountants and (c) to bank regulatory
authorities or other  governmental  authorities if required (in the case of such
other  governmental  authorities)  by lawful  order,  summons or  subpoena.  For
purposes of this Agreement,  the term "Proprietary  Information"  shall mean all
written  information  about the Borrower and/or TFCI or other  Subsidiary of the
Borrower which has been furnished to the Lender before or after the date hereof,
provided,  however that  proprietary  information  does not include  information
which (x) is or becomes  publicly  available (other than as a result of a breach
of this  Agreement),  (y) was  possessed  by or  available  to the  Lender  on a
nonconfidential basis prior to its disclosure to the Lender or such recipient by
the Borrower and/or TFCI or any of its Subsidiaries or (z) becomes  available to
the Lender or such recipient on a nonconfidential  basis from a Person which, to
the knowledge of the Lender,  is not bound by a  confidentiality  agreement with
the Borrower or TFCI and is not  otherwise  prohibited  from  transmitting  such
information.  The  information  provided  may  include,  but is not  limited to,
amounts, terms, balances, payment history, return item history and any financial
or other information about the Borrower or any of its Subsidiaries.  Each of the
Borrower 



<PAGE>
                                      -38-


and TFCI agrees to indemnify,  defend,  release the Lender,  and hold the Lender
harmless,  at the  Borrower's  cost and  expense,  from and  against any and all
lawsuits, claims, actions,  proceedings,  or suits against the Lender or against
the  Borrower  and/or  TFCI and the  Lender,  arising  out of or relating to the
Lender's reporting or disclosure of such information.

     8.6.  NOTICES.  Except as may otherwise be expressly  provided herein,  all
notices,  requests and demands to or upon the respective parties hereto shall be
in writing (including by telecopy),  and shall be deemed to have been duly given
or made  when  delivered  by hand,  or one  Business  Day  after  being  sent by
overnight  mail by Federal  Express  or other  nationally  recognized  overnight
courier service,  or four Business Days after being deposited in the mail, first
class  postage  prepaid,  or,  in  the  case  of  telecopy  notice,  when  sent,
confirmation of receipt  received (which may include  electronic  confirmation),
addressed as follows,  or to such other address as may be hereafter  notified by
the respective parties hereto and any future holder(s) of the Note:


         The Borrower or TFCI:      Astrex, Inc.
                                    205 Express Street
                                    Plainview, New York 11803

                                    Attention: Irene Marcic
                                    Telecopy No.: 516 433-5709

         With a copy to:            John C. Loring, Esq.
                                    700 W. Irving Park Road
                                    Suite A1
                                    Chicago, Illinois 60613
                                    Telecopy No.: 773-871-8374


         The Lender:                Fleet National Bank
                                    Commercial Banking Group
                                    One Landmark Square
                                    Stamford, Connecticut 06901

                                    Attention: Mr. Anthony M. McKiernan
                                    Telecopy No.: (203) 358-2039


         With a copy to:            Finn Dixon & Herling LLP
                                    One Landmark Square
                                    Stamford, Connecticut 06901
                                    Attention: Edward A. Weiss, Esq.
                                    Telecopy No: (203) 348-5777

<PAGE>
                                      -39-


     8.7 COSTS AND EXPENSES; INDEMNIFICATION.  The Borrower and TFCI jointly and
severally  agree (a) to pay or  reimburse  the Lender for all its  out-of-pocket
costs and expenses incurred in connection with the preparation and execution of,
and any amendment, supplement or other modification to, this Agreement, the Note
or any other Financing  Document and any other documents  prepared in connection
herewith or therewith,  and the  consummation of the  transactions  contemplated
hereby and thereby,  professional  fees and  disbursements  and all costs of any
appraisals,  environmental  studies  and  of any  audits  of  Borrower's  or its
Subsidiaries' books and records or properties,  including without limitation the
fees and  disbursements of legal counsel to the Lender (limited to, with respect
to  the  preparation  of  the  initial  Financing  Documents,  $4,000  plus  all
disbursements  associated herewith up to a maximum of $1,000 (plus reimbursement
of UCC searches and filings and other costs); (b) to pay or reimburse the Lender
for all its costs and expenses (including without limitation all reasonable fees
and disbursements of legal counsel (whether outside counsel or in-house counsel)
and  all  other  professional  fees  and  disbursements  and  all  costs  of any
appraisals,  environmental studies and of any audits of Borrower's or any of its
Subsidiaries  books  and  records  or  properties)  incurred  by the  Lender  in
connection with the preservation,  defense, protection,  exercise or enforcement
(including without limitation collection and/or realization on any collateral or
other security), or attempted  preservation,  defense,  protection,  exercise or
enforcement  (including without limitation  collection and/or realization on any
collateral or other security) of this Agreement, the Note or any other Financing
Document  or any  of the  Lender's  rights,  remedies  or  powers  hereunder  or
thereunder,  and (c) to  pay,  indemnify,  and  hold  the  Lender  and  Lender's
employees,  officers, directors and agents harmless from and against any and all
liabilities,  obligations,  losses, damages,  penalties, fines, claims, actions,
judgments,  suits,  cost recovery  actions,  response costs,  compliance  costs,
costs,  expenses or  disbursements of any kind or nature  whatsoever  (including
without  limitation  attorneys'  fees  and  disbursements)  arising  out  of  or
otherwise  related to or connected with (i) this  Agreement,  the Note or any of
the other  Financing  Documents;  (ii) the  exercise by the Lender of any of its
rights,  remedies or powers  hereunder,  the Note or any of the other  Financing
Documents;   (iii)  any   misrepresentation,   inaccuracy,   or  breach  of  any
representation, warranty, covenant, or agreement contained or referred to herein
or any other  Financing  Document;  or (iv) any  Hazardous  Material at, on, in,
under, or about all or any portion any property owned,  occupied and/or operated
by the  Borrower  and/or  its  Subsidiaries  or  any  Release  of any  Hazardous
Materials  by the  Borrower  and/or its  Subsidiaries  or any  violation  by the
Borrower and/or its  Subsidiaries  of, or liability of the Borrower  under,  any
Environmental Laws (all the foregoing under this subparagraph (c), collectively,
the  "indemnified  liabilities"),  and, in  addition,  at  Lender's  discretion,
Borrower and TFCI shall defend (with counsel  satisfactory to the Lender) Lender
against those indemnified liabilities which the Lender shall choose Borrower and
TFCI to defend Lender against (provided,  that, it is understood and agreed that
all  reasonable  costs and  expenses of counsel  incurred by Lender in defending
itself any  indemnified  liability  shall be indemnified  liabilities  for which
Borrower  or TFCI is  responsible  for  payment  under this  subparagraph  (c));
PROVIDED that neither the Borrower nor TFCI shall have any obligation  hereunder
to the Lender with respect to  indemnified  liabilities  to the extent that such
liabilities are determined by a final and non-appealable  decision of 



<PAGE>
                                      -40-


a court of competent  jurisdiction to have resulted from the gross negligence or
willful  misconduct of the Lender.  The agreements in this Section shall survive
any  payment of the Note or any other  amounts  payable  hereunder  or under any
other Financing Document and/or any termination of any Financing Document or the
release of any  collateral.  All amounts  payable  under this  Section  shall be
payable by the Borrower  and TFCI on demand by the Lender.  The Borrower and its
Subsidiaries,  for themselves and their successors and assigns,  hereby,  to the
fullest extent permitted by applicable law, forever waive,  release and covenant
not to bring any demand,  claim, cost recovery action or lawsuit they may now or
hereafter  have  or  accrue  against  the  Lender  or its  officers,  directors,
employees  or  agents  arising  from the  same  facts  or  circumstances  as any
indemnified liability.

     8.8.  INTEGRATION.   This  Agreement  and  the  other  Financing  Documents
represent  the agreement of the Borrower and TFCI and the Lender with respect to
the subject matter hereof and thereof and supersede all  negotiations  and prior
writings with respect to the subject  matter hereof and thereof  (including  the
Commitment Letter), AND THERE ARE NO PROMISES, UNDERTAKINGS,  REPRESENTATIONS OR
WARRANTIES BY THE LENDER  RELATIVE TO SUBJECT  MATTER HEREOF OR THEREOF THAT ARE
NOT  EXPRESSLY  SET  FORTH OR  REFERRED  TO  HEREIN  OR IN THE  OTHER  FINANCING
DOCUMENTS.

     8.9.  GENDER  AND  NUMBER;  "INCLUDING"  NO  RULE OF  STRICT  CONSTRUCTION.
Whenever  the  context  herein so  requires,  the  neuter  gender  includes  the
masculine  or  feminine,  and the  singular  number  includes  the  plural,  and
vice-versa. The word "including", whenever used in any Financing Document, shall
mean  "including,  but not  limited  to,"  whether  or not the phrase ", but not
limited to," or similar phrase, accompanies such word.

     (b) Borrower and TFCI  acknowledge that Borrower and TFCI and their counsel
have had an opportunity to review and negotiate the terms and provisions of this
Agreement and the other Financing  Documents and no rule of strict  construction
shall be used against the Lender with respect to any of the Financing Documents.

     8.10. PAYMENTS SURRENDERED.  If, after receipt of any payment of all or any
part of any  Loan,  or with  respect  to any other  obligation  under any of the
Financing  Documents,  the  Lender is  compelled  or  required  or  agrees,  for
settlement  purposes,  to  surrender  such  payment to any Person for any reason
(including,  without  limitation,  a determination  that such payment is void or
voidable as a preference or fraudulent conveyance, an impermissible setoff, or a
diversion of trust funds), then this Agreement and the other Financing Documents
shall continue in full force and effect,  and the Borrower and Guarantors  shall
be fully liable for, and shall  indemnify,  defend and hold  harmless the Lender
with respect to the full amount so surrendered.

     8.11 COMPLIANCE. The determination of the Borrower's (or TFCI's) compliance
with the Specified  Covenant Tests, all other applicable  covenants in Article 5
hereof  and any other  applicable  provisions  hereof  shall be based  upon GAAP
applied  on a basis  consistent  with  that  used  in  preparing  the  Financial
Statements unless otherwise  subsequently and specifically  agreed to in writing
by the Lender.

<PAGE>
                                      -41-


     8.12 STAMP TAX. The Borrower  will pay any stamp or other tax which becomes
payable in respect of the Note or this Agreement or other Financing Document.

     8.13 SCHEDULES,  EXHIBITS,  APPENDICES AND ANNEXES.  Any and all schedules,
exhibits,  appendices and annexes to this Agreement  shall  constitute a part of
this Agreement for all purposes.

     8.14 SURVIVAL OF REPRESENTATIONS  AND WARRANTIES.  All  representations and
warranties made herein,  in the other  Financing  Documents and in any document,
certificate or statement  delivered  pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery of this Agreement
and the  Note or any  other  Financing  Document  and any  investigation  by the
Lender.

     8.15  SET-OFF;  LIEN.  (a) In addition to any other  rights,  remedies  and
powers of the Lender provided by Applicable Law or any agreement,  instrument or
other document  (including this Agreement),  the Lender, upon the occurrence and
during the  continuance  of any Event of Default or any Default (or if any order
(or the  like)  for any  garnishment,  attachment,  levy or lien on any  deposit
account of the Borrower or TFCI with the Lender is issued)  shall have the right
(and is hereby  authorized)  at any time or from time to time,  without the need
for prior notice to the Borrower or TFCI, any such notice being expressly waived
by the Borrower and TFCI to the fullest extent  permitted by Applicable  Law, to
set-off and apply any and all  deposits  (general  or  special,  time or demand,
provisional  or  final,  and  including,  without  limitation,  any and all bank
accounts and  certificates  of deposit)  and any other  monies,  cash,  credits,
indebtedness  or claims,  in each case whether  direct or indirect,  absolute or
contingent,  matured or unmatured, at any time held or owing by the Lender to or
for the credit of the account of the Borrower or TFCI against any and all of the
Liabilities  of the  Borrower  or TFCI to the Lender,  whether now or  hereafter
existing and whether or not arising under any Financing  Document,  irrespective
of whether or not the Lender shall have made any demand under this  Agreement or
the Note and whether or not any or all such  Liabilities  are  matured,  even if
affecting such set-off or application results in a loss or reduction of interest
or the  imposition  of a  penalty  applicable  to the early  withdrawal  of time
deposits. Lender agrees promptly to notify the Borrower or TFCI, as the case may
be, after any such set-off and  application  made by Lender;  PROVIDED  that the
failure to give such notice  shall not affect the  validity of such  set-off and
application.

     8.16  COUNTERPARTS.  This  Agreement  may be executed by one or more of the
parties to this Agreement on any number of separate counterparts,  each of which
shall be  considered  an original but all of said  counterparts  taken  together
shall be deemed to constitute one and the same instrument.

     8.17 LOSS,  THEFT, ETC. OF NOTE. Upon receipt by the Borrower of reasonably
satisfactory evidence of the loss, theft, mutilation or destruction of the Note,
and in the case of any such loss,  theft or destruction  upon delivery of a bond
of indemnity in such form and amount as shall be reasonably  satisfactory to the
Borrower,  or in the event of such mutilation upon surrender and 



<PAGE>
                                      -42-


cancellation  of the Note, the Borrower will execute and deliver without expense
to the holder thereof,  a new Note, of like tenor, in lieu of such lost, stolen,
destroyed or mutilated Note; provided,  however that if any Institutional Holder
is the then owner of any such lost, stolen or destroyed Note, then the affidavit
of an authorized officer of such owner, setting forth the fact of loss, theft or
destruction and of its ownership of such Note at the time of such loss, theft or
destruction shall be accepted as reasonably satisfactory evidence thereof and no
further indemnity shall be required as a condition to the execution and delivery
of a new Note other than the written  agreement of such owner to  indemnify  the
Borrower.

     8.18  SUBMISSION  TO  JURISDICTION;  WAIVER OF  PUNITIVE  OR  CONSEQUENTIAL
DAMAGES. Each of the Borrower and TFCI hereby irrevocably and unconditionally:

          (A)  SUBMITS  FOR  ITSELF  AND ITS  PROPERTY  IN ANY  LEGAL  ACTION OR
     PROCEEDING  ARISING OUT OF OR OTHERWISE  RELATED TO OR CONNECTED  WITH THIS
     AGREEMENT OR ANY OF THE OTHER FINANCING  DOCUMENTS,  OR FOR RECOGNITION AND
     ENFORCEMENT  OF ANY  JUDGMENT  IN  RESPECT  THEREOF,  TO THE  NON-EXCLUSIVE
     PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF
     CONNECTICUT;

          (b) consents that any such action or proceeding may be brought in such
     courts, and waives any objection that Borrower or TFCI may now or hereafter
     have to the venue of any such  action or  proceeding  in any such  court or
     that such action or  proceeding  was brought in an  inconvenient  court and
     agrees not to plead or claim the same;

          (c) agrees that  service of process in any such  action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any  substantially  similar  form of  mail),  postage  prepaid,  to the
     Borrower  or TFCI,  as the case may be, at its address set forth in Section
     8.6 or at such other  address of which the Lender shall have been  notified
     pursuant thereto;

          (d)  agrees  that  nothing  herein  shall  affect  the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right of the  Lender  (or its  successors  or  assigns)  to bring any legal
     action or proceeding in any other jurisdiction;

          (e) agrees that,  notwithstanding the foregoing, any action brought by
     the Borrower and/or its Subsidiaries  against the Lender shall be commenced
     and maintained only in a state or federal court located in Connecticut; and

          (f) waives,  to the fullest extent permitted under Applicable Law, any
     right Borrower and/or TFCI may have to claim or recover in any legal action
     or proceeding arising out of or otherwise related to or connected with this
     Agreement, the Note or any other Financing Document any special, exemplary,
     punitive or  consequential  damages,  except to the extent such damages are
     caused by the willful misconduct of the Lender.


<PAGE>
                                      -43-


     8.19  CERTAIN  ACKNOWLEDGEMENTS.  Each  of the  Borrower  and  TFCI  hereby
acknowledges that:

          (a) Each of them has  been  advised  by  counsel  in the  negotiation,
     execution  and  delivery  of this  Agreement  and the  Note  and the  other
     Financing Documents;

          (b) the  Lender  does  not  have  any  fiduciary  relationship  to the
     Borrower and/or its Subsidiaries and the relationship between Lender on the
     one hand,  and the  Borrower  and its  Subsidiaries  on the other hand,  is
     solely that of creditor and debtor;

          (c) no joint venture exists among the Borrower,  its  Subsidiaries and
     the Lender; and

          (d)  each of the  Borrower  and  TFCI  has  made  its own  independent
     determination  and decision (i) to borrow  hereunder and to enter into this
     Agreement and any other Financing  Document to which it is a party and (ii)
     that it can comply with the terms and provisions hereof and thereof.

     8.20.  GOVERNING  LAW;  JURY  TRIAL  AND  CHAPTER  903A  WAIVERS.  (a) THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE LENDER AND THE BORROWER AND TFCI
UNDER THIS  AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED AND  INTERPRETED  IN
ACCORDANCE  WITH,  THE  LAWS OF THE  STATE  OF  CONNECTICUT,  REGARDLESS  OF ANY
PRINCIPLES OF CONFLICTS OF LAWS THEREUNDER.

         (B) THE BORROWER AND TFCI HEREBY KNOWINGLY AND VOLUNTARILY  WAIVE TRIAL
BY JURY AND THE RIGHT THERETO IN ANY ACTION OR  PROCEEDING OF ANY KIND,  ARISING
UNDER OR OUT OF,  OR  OTHERWISE  RELATED  TO OR  OTHERWISE  CONNECTED  WITH THIS
AGREEMENT OR ANY OTHER FINANCING DOCUMENT.

         (C) EACH OF THE BORROWER AND TFCI  ACKNOWLEDGES THAT THE TRANSACTION OF
WHICH THIS AGREEMENT IS A PART IS A "COMMERCIAL  TRANSACTION" WITHIN THE MEANING
OF CHAPTER 903A OF THE CONNECTICUT  GENERAL STATUTES,  AS AMENDED,  AND THAT ANY
MONIES,  PROPERTY OR SERVICES WHICH ARE THE SUBJECT OF SUCH  TRANSACTION ARE NOT
FOR  PERSONAL,  FAMILY OR  HOUSEHOLD  PURPOSES.  THE  BORROWER  AND TFCI  HEREBY
VOLUNTARILY  AND KNOWINGLY WAIVE ANY RIGHT WHICH THE BORROWER OR TFCI MIGHT HAVE
TO A NOTICE AND HEARING UNDER  SECTIONS  52-278A TO 52-278G,  INCLUSIVE,  OF THE
CONNECTICUT  GENERAL STATUTES,  AS AMENDED, OR OTHER APPLICABLE FEDERAL OR STATE
LAW,  IN THE EVENT THAT THE  LENDER (OR ITS  SUCCESSORS  OR  ASSIGNS)  SEEKS ANY
PREJUDGMENT  REMEDY IN  CONNECTION  WITH THIS  AGREEMENT,  THE NOTE OR ANY OTHER
FINANCING 


<PAGE>
                                      -44-


DOCUMENT.

     IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to
be duly executed and delivered as of the day

<PAGE>
                                      -45-



and year first above written.


WITNESS:                                    ASTREX, INC.


/s/ Edward A. Weiss                         By: /s/ Irene Marcic
--------------------------------------------------------------------------------
Name:  Edward A. Weiss                      Name: Irene Marcic
                                            Title: Vice President


                                            T.F. CUSHING, INC.


/s/ Edward A. Weiss                         By: /s/ Irene Marcic
--------------------------------------------------------------------------------
Name:  Edward A. Weiss                      Name: Irene Marcic
                                            Title: Vice President


                                            FLEET NATIONAL BANK


/s/ Edward A. Weiss                         By /s/ Anthony McKiernan
--------------------------------------------------------------------------------
Name:  Edward A. Weiss                      Name: Anthony McKiernan
                                            Title: Assistant Vice-President

<PAGE>
                                      -46-


STATE OF CONNECTICUT)
                                    )        ss: Stamford
COUNTY OF FAIRFIELD                 )

     The foregoing  instrument was acknowledged  before me this 9th day of July,
1997  by  Irene  Marcic,  the  Vice  President  of  ASTREX,   INC.,  a  Delaware
corporation, on behalf of the corporation.


                                            /s/ Judith P. Pepler
                                            --------------------------------
                                            Name: Judith P. Pepler
                                            Notary Public
                                            My Commission Expires 2/28/2000


<PAGE>
                                      -47-


STATE OF CONNECTICUT)
                                    )  ss: Stamford
COUNTY OF FAIRFIELD                 )

     The foregoing  instrument was acknowledged  before me this 9th day of July,
1997 by Michael McGuire,  the President of T.F.  CUSHING,  Inc., a Massachusetts
corporation, on behalf of the corporation.


                                            /s/ Judith P. Pepler
                                            --------------------------------
                                            Name: Judith P. Pepler
                                            Notary Public
                                            My Commission Expires 2/28/2000


[SEAL]



STATE OF CONNECTICUT)
                                    )  ss: Stamford
COUNTY OF FAIRFIELD                 )

     The foregoing  instrument was acknowledged  before me this 9th day of July,
1997 by Anthony McKiernan, an Assistant Vice-President of Fleet National Bank, a
national banking association, on behalf of the corporation.


                                            /s/ Judith P. Pepler
                                            ---------------------------------
                                            Name: Judith P. Pepler
                                            Notary Public
                                            My Commission Expires 2/28/2000
 

[SEAL]
<PAGE>
                                      -48-




                                    EXHIBITS
                                    --------

                  A        -        Form of Promissory Note

                  B        -        Borrowing Base Certificate

                  C        -        Letter of Authorization to Postmaster



                                    SCHEDULES
                                    ---------

                  A        -        Exceptions

                  B        -        Subsidiaries

                  C        -        Trade Names



                                    APPENDIX
                                    --------

                  A        -        Definitions

<PAGE>

                               Schedule A


                  None.