<PAGE>

                                                                   EXHIBIT 10(F)


                               GUARANTY AGREEMENT


     Guaranty Agreement, dated as of July 9, 1997, between T.F. Cushing, Inc., a
Massachusetts  corporation,  (the  "Guarantor"),  having an address at 126 Myron
Street,  West  Springfield,  Massachusetts,  and FLEET NATIONAL BANK, a national
banking association (the "Guaranteed Party" or "Lender"),  having offices at One
Landmark Square, Stamford, Connecticut 06901.


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

     WHEREAS,  simultaneously with the execution and delivery of this Agreement,
Astrex,  Inc.  (the  "Borrower"),  the Guarantor  and the  Guaranteed  Party are
executing  and  delivering  a  Credit  and  Security  Agreement  (as same may be
amended,  supplemented  or  otherwise  modified  from time to time,  the "Credit
Agreement") of even date herewith; and

     WHEREAS,  it is a condition precedent to the Guaranteed Party extending any
credit (or other  financial  accommodations)  to the  Borrower  under the Credit
Agreement that the Guarantor execute and deliver this Agreement; and

     WHEREAS,  the Guarantor  shall derive  substantial  and material  benefits,
financial  and  otherwise,  from any  extension  of  credit  or other  financial
accommodation to the Borrower under the Credit Agreement.

     NOW  THEREFORE,  in  consideration  of  the  premises,  and to  induce  the
Guaranteed   Party  to  make  any   extension  of  credit  or  other   financial
accommodation to the Borrower under the Credit  Agreement,  and in consideration
of any other  accommodations,  financial or  otherwise,  given or to be given or
continued  by the  Guaranteed  Party to the  Borrower,  and for  other  good and
valuable consideration,  the receipt and sufficiency of which the parties hereto
hereby acknowledge, the Guarantor and Guaranteed Party hereby agree as follows:



                                    GUARANTY

     A. GUARANTY. (a) The Guarantor unconditionally and absolutely guarantees to
the  Guaranteed  Party the full and  prompt  payment  and  performance  when due
(whether at maturity or by reason of acceleration, demand, mandatory prepayment,
the  provisions  of Section  1(b)  below,  or  otherwise)  of any and all of the
Guaranteed Obligations (as hereinafter defined).  "Guaranteed Obligations" shall
mean all indebtedness, liabilities, and other obligations of the Borrower due or
owing to, or in favor or for the  benefit  of, the  Guaranteed  Party,  of every
kind,  nature and  description,  direct or  indirect,  absolute  or  contingent,
independent,  joint  or  several,  due  or not  due,  contractual  or  tortious,
liquidated or  unliquidated,  arising by reason of any agreement,  instrument or

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                                      -2-


other document or by operation of law or otherwise,  and whether now existing or
hereafter   arising,   and  whether  or  not  incurred  after  other  Guaranteed
Obligations  have been paid (whether in full or in part), and whether or not now
contemplated,    including   without   limitation   all   principal,   interest,
reimbursement obligations and costs and fees (including, without limitation, all
attorneys'  fees  and  disbursements),  and all  amounts  owed  pursuant  to any
indemnification  provisions. The Guaranteed Obligations shall include, but shall
not be limited  to, (i) all  present and future  indebtedness,  liabilities  and
other  obligations  under,  arising out of or  otherwise  relating to the Credit
Agreement, the Note (as defined in the Credit Agreement), or any other Financing
Document (as defined in the Credit Agreement),  including without limitation all
principal,  interest  and costs and fees  (including,  without  limitation,  all
attorneys'  fees  and  disbursements)  and  also  any  and all  overadvances  or
overdrafts.


     (b) In addition to, and not in any way in limitation of, any other event(s)
or  circumstance(s)  pursuant to which any or all of the Guaranteed  Obligations
shall or may become due, all Guaranteed  Obligations shall, for purposes of this
Guaranty Agreement,  be deemed and considered due upon any Act of Insolvency (as
defined  below).  "Act of Insolvency"  shall mean the  commencement of any case,
proceeding  or  other  action,  whether  voluntary  or  involuntary,  under  any
bankruptcy, insolvency, receivership, reorganization,  liquidation, arrangement,
composition, readjustment or similar law, whether state or federal, with respect
to the  Borrower,  the  Guarantor  or any other Person (as defined in the Credit
Agreement) liable for any or all of the Guaranteed Obligations, or the Borrower,
Guarantor  or any such  Person  shall  make an  assignment  for the  benefit  of
creditors,  generally  not be paying its debts when they  become due or admit in
writing such Person's inability to pay such Person's debts as they become due.

     2. DUE ON DEMAND; NO DEDUCTION IN CONNECTION WITH PAYMENT.  All obligations
of the Guarantor  under Section 1 above are payable on demand by the  Guaranteed
Party,  without the need to first take action  against the Borrower or any other
Person (as defined in the Credit Agreement) or any collateral.  All payments due
the Guaranteed Party hereunder (whether under Section 1 or otherwise),  shall be
made by the  Guarantor  without any  deduction  whatsoever,  including,  but not
limited to, any deduction for any set-off, recoupment, or counterclaim.

     3.  UNCONDITIONAL  NATURE  OF  GUARANTOR'S   OBLIGATIONS;   NO  RELEASE  OF
GUARANTOR;  JOINT AND SEVERAL. (a) The Guarantor's obligations hereunder (i) are
absolute and  unconditional,  and (ii)  constitute a guaranty of payment and not
merely a guaranty of  collection.  THE  OBLIGATIONS  OF THE GUARANTOR  HEREUNDER
SHALL  NOT BE  REDUCED,  LIMITED  OR  TERMINATED,  NOR SHALL  THE  GUARANTOR  BE
DISCHARGED FROM ANY THEREOF,  FOR ANY REASON WHATSOEVER (other than,  subject to
Section 5, the full payment and  performance of the Guaranteed  Obligations  and
termination  of all credit  facilities  between  the  Lender and the  Borrower),
including,  but not limited to, any or all of the following  (and whether or not
any or all of the following  shall have occurred or failed to occur once or more
than once or in whole or in part,  and whether or not the  Guarantor  shall have
received notice thereof or assented thereto):

          (i) any increase or decrease in principal  or any interest  rate,  any
     extension,  indulgence,  postponement,  renewal, waiver, amendment or other
     modification  with  respect  to any of the  Guaranteed  Obligations  or any
     agreement or instrument  related thereto,  or the taking or the 

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                                      -3-


     omission  of any of the  actions  referred  to in  any  such  agreement  or
     instrument or otherwise;

          (ii) any addition, substitution, exchange, sale, surrender, or release
     of any collateral or other property;

          (iii) any failure,  omission or delay (whether any of the foregoing is
     intentional  or  unintentional)  to  attach,  grant,  perfect or record any
     security  interest,  mortgage,  assignment or other Lien (as defined in the
     Credit  Agreement)  in or on any  collateral,  or any failure to record any
     document;

          (iv) any failure,  omission or delay  (whether any of the foregoing is
     intentional or unintentional) in enforcing,  assenting to or exercising any
     right, remedy or power;

          (v) any  realization  upon or other  dealings  with any  collateral or
     other property;

          (vi) the addition,  release (whether by contract,  operation of law or
     otherwise),  discharge,  death,  bankruptcy  or  insolvency  of any  Person
     primarily,  secondarily  or  otherwise  liable  for  any of the  Guaranteed
     Obligations,  or any  settlement  or  compromise  of any of the  Guaranteed
     Obligations or with respect to any such Person;

          (vii) any direction of  application of payment with respect to, or any
     subordination  of the right to payment  of or of any  collateral  for,  any
     Guaranteed Obligations or for any guaranty of same; or

          (viii)  ANY OTHER ACT OR  FAILURE  TO ACT WHICH (A) VARIES THE RISK OF
     THE GUARANTOR HEREUNDER OR (B), BUT FOR THE PROVISIONS HEREOF,  WOULD, AS A
     MATTER OF  STATUTE OR RULE OF LAW OR  EQUITY,  OPERATE TO REDUCE,  LIMIT OR
     TERMINATE  THE  OBLIGATIONS  OF THE  GUARANTOR  HEREUNDER OR DISCHARGE  THE
     GUARANTOR FROM ANY THEREOF.

     Guaranteed Party shall have no obligation to take, to collect or to protect
any collateral (or other  property) or any income  thereon,  nor to preserve any
rights  against prior or other  parties,  and the  Guaranteed  Party may proceed
under this Guaranty  immediately upon Borrower's default without resorting to or
regard to any action against or with respect to the Borrower,  any collateral or
any other guaranty or source of payment.

     (b) Settlement of any claim by the  Guaranteed  Party against the Borrower,
whether or not in any proceeding,  and whether  voluntary or involuntary,  shall
not reduce the amount due under this Agreement  except to the extent (subject to
Section 5 hereof) of the amount  actually paid by Borrower and legally  retained
by the Guaranteed Party in connection with the settlement.

     (c) The invalidity, irregularity, or unenforceability of all or any part of
the Guaranteed  Obligations or any agreement or instrument  relating thereto, or
the lack of  validity,  enforceability,  perfection,  impairment  or loss of any
Liens granted in connection therewith,  whether 

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                                      -4-


caused by any action or inaction of the Guaranteed  Party,  or otherwise,  shall
not affect,  impair,  or be a defense to the Guarantor's  obligations under this
Agreement.

     (d) The  obligations of the Guarantor  hereunder are joint and several with
any  other  guarantor  (if any) of any of the  Guaranteed  Obligations,  and the
obligations  of the  Guarantor  hereunder  shall not be affected by any event or
circumstance with respect to any such other guarantor.

     4. CERTAIN  WAIVERS.  The Guarantor waives (to the fullest extent permitted
by applicable  law): (i)  presentment,  diligence,  protest,  demand,  notice of
demand,  notice  of  acceptance  or  reliance,  notice  of the  creation  of any
Guaranteed  Obligation  in reliance  hereon,  notice of  non-payment,  notice of
dishonor,  notice of protest,  and all other notices  (except  notices,  if any,
expressly provided for herein),  (ii) any requirement that any right,  remedy or
power first be exercised or any action first be taken against the Borrower,  any
other  guarantor or any collateral for any of the Guaranteed  Obligations or for
any guaranty prior to the Guaranteed  Party  exercising its rights,  remedies or
powers,  or taking any other action,  with respect to the  Guarantor;  (iii) any
right to defer or modify Guarantor's  obligations hereunder by reason of any Act
of Insolvency;  (iv) notice of disposition  of any  collateral;  (v) any defense
based upon,  arising out of or in any way related to (a) any claim that any sale
or other disposition of any collateral for any of the Guaranteed Obligations was
not conducted in a commercially  reasonable  manner, or that otherwise such sale
or  disposition  was not in compliance  with  Applicable  Law (as defined in the
Credit  Agreement),  or (b) any  claim  that any  election  of  remedies  by the
Guaranteed  Party, or any other action of Guaranteed Party,  impaired,  reduced,
released or extinguished any rights,  including,  but not limited to, any rights
of subrogation, exoneration, indemnity, reimbursement and contribution, that the
Guarantor  might  otherwise have had against the Borrower or any other guarantor
or against any collateral;  and (vi) ANY AND ALL OTHER DEFENSES, WHETHER ARISING
UNDER ANY STATUTE OR AT LAW OR IN EQUITY,  THAT WOULD, BUT FOR THIS CLAUSE (vi),
BE AVAILABLE TO THE GUARANTOR AS A DEFENSE AGAINST OR REDUCTION OF ANY OR ALL OF
ITS LIABILITIES AND OTHER OBLIGATIONS HEREUNDER INCLUDING WITHOUT LIMITATION ANY
DEFENSES OF A SURETY OR IMPAIRMENT OF COLLATERAL.

     5. CONTINUING  LIABILITY OF GUARANTOR.  If, after receipt of any payment of
all  or  any  part  of the  Guaranteed  Obligations,  the  Guaranteed  Party  is
compelled,  required or ordered or agrees,  whether for  settlement  purposes or
otherwise,  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 shall continue in full force and effect,  and
the Guarantor shall be fully liable for hereunder,  and shall indemnify,  defend
and hold  harmless  the  Guaranteed  Party with  respect  to, the full amount so
surrendered.  The provisions of this paragraph  shall survive the  cancellation,
release  or other  termination  of this  Agreement  or any  other  agreement  or
instrument,  the release of any  collateral or other  property  and/or any other
action  which the  Guaranteed  Party may have taken,  whether in  reliance  upon
receipt of such payment or otherwise.

     6.  SUBORDINATION  OF RIGHTS OF  SUBROGATION,  ETC.  The  Guarantor  hereby
unconditionally  subordinates,  to the prior and indefeasible payment in full of
all Guaranteed  Obligations,  any rights,  

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                                      -5-


claims or remedies  that the Guarantor may at any time have against the Borrower
(or any  other  guarantor  or  other  Person  liable  for any of the  Guaranteed
Obligations) or any collateral for any of the Guaranteed Obligations,  and which
rights,  claims or remedies arise under or otherwise relate to this Agreement or
any other  Financing  Document  and/or  arise  from or  otherwise  relate to the
payment or other performance hereunder or thereunder including,  but not limited
to,  rights,  claims  or  remedies  of  subrogation,   indemnity,   exoneration,
participation, reimbursement or contribution and whether any such rights, claims
or remedies arise in equity,  under  contract,  by statute,  under common law or
otherwise,  and Guarantor hereby agrees not to assert any such rights, claims or
remedies unless and until the Guaranteed Obligations are so paid in full and all
credit   arrangements   between  the  Borrower  and  the  Guaranteed  Party  are
terminated.  In addition,  if any such rights,  claims or remedies result in the
Lender being an "insider" of the Borrower for purposes of the Federal Bankruptcy
Code (or other similar law), such rights, claims or remedies are hereby waived.

     7. CREDIT DECISION.  The Guarantor has independently,  and without reliance
on any information supplied by the Guaranteed Party, taken, and will continue to
take,  whatever  steps  Guarantor  deems  necessary  to evaluate  the  financial
condition and affairs of the Borrower,  and the  Guaranteed  Party shall have no
duty to advise the  Guarantor  of  information  at any time known to  Guaranteed
Party regarding such financial condition or affairs.

     8. CONTINUANCE OF GUARANTY.  This is a continuing guaranty and shall remain
in full force and effect, and shall be binding upon the Guarantor unless written
notice sent by registered or certified  mail,  addressed to Fleet National Bank,
One  Landmark  Square,  Stamford,  Connecticut  06901,  Attention:   Asset-Based
Lending, of its revocation as to future Guaranteed Obligations shall actually be
received  by the  Guaranteed  Party at least five (5) days prior to the date set
for such  revocation  in such  notice.  No such  revocation  shall  release  the
Guarantor,  or affect in any manner the Guaranteed  Party's rights,  remedies or
powers  under  this  Agreement,   with  respect  to  any  Guaranteed  Obligation
(including   without   limitation  any  renewal,   modification,   substitution,
replacement, extension, refunding or other refinancing thereof) arising prior to
such date of revocation (and including without limitation,  for the avoidance of
doubt, any and all  reimbursement  obligations  relating to any letter of credit
issued  prior to the date of  revocation  and all loans  made prior to such date
(both principal and interest (whether such interest accrues before or after such
date)  and all  collection  and  other  costs and  expenses  (whenever  accrued)
relating in any way to any such  Guaranteed  Obligation).  The revocation by any
other guarantor of his/her/its guaranty shall not revoke or otherwise affect any
obligations of the Guarantor  hereunder.  Guarantor has specifically  considered
the foregoing termination provisions and agrees they are reasonable.

     9. RIGHTS AND REMEDIES CUMULATIVE AND NOT EXCLUSIVE.  All of the Guaranteed
Party's  rights,  remedies and powers  hereunder  shall be  cumulative,  and not
exclusive, and may be exercised singly or concurrently, and shall be in addition
to all  other  rights,  remedies  and  powers  of  the  Guaranteed  Party  under
Applicable  Law  (as  defined  in the  Credit  Agreement)  or  under  any  other
agreement,  instrument or other document.  Guaranteed  Party may exercise any or
all such  rights,  remedies  or powers  at any  time(s)  in any order  which the
Guaranteed Party chooses.

     10. EXPENSES.  The Guarantor shall pay, or reimburse the Guaranteed  Party,
on demand,  for all of the  Guaranteed  Party's  costs and  expenses  (including
without   limitation   reasonable  fees  and  disbursements  of  legal  counsel,
appraisers,  accountants,  and  other  experts,  employed  or  

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                                      -6-


retained by the  Guaranteed  Party)  incurred  in  connection  with  protecting,
preserving,  defending,  exercising  or enforcing  this  Agreement or any of the
rights,  powers or remedies of the  Guaranteed  Party under this Agreement or in
attempting to do any of the foregoing.

     11. NO WAIVERS OF RIGHTS; AMENDMENTS; WHEREAS CLAUSES. The Guaranteed Party
shall not by any act (except by a written instrument  pursuant to the provisions
of this Section set forth below),  delay,  indulgence,  omission or otherwise be
deemed to have waived any right, remedy or power hereunder or to have acquiesced
in any default or other  breach of any of the terms and  conditions  hereof.  No
failure to exercise, nor any delay in exercising,  on the part of the Guaranteed
Party, any right,  remedy or power shall operate as a waiver thereof.  No single
or partial  exercise of any right,  remedy or power hereunder shall preclude any
other or further exercise thereof or the exercise of any other right,  remedy or
power. A waiver by the Guaranteed Party of any right,  remedy or power hereunder
on any one occasion  shall not be  construed  as, or  constituted  a bar to, any
right,  remedy or power which the Guaranteed  Party would  otherwise have on any
future  occasion.  None of the  terms or  provisions  of this  Agreement  may be
waived,  amended,  supplemented  or  otherwise  modified  except  by  a  written
instrument  executed  and  delivered  by the  party  sought to be  charged.  The
"Whereas"  clauses  in  this  Agreement  shall  form a  substantive  part of the
agreement of the parties and the Lender in entering into the Credit Agreement is
relying on the truth and accuracy of same.

     12. GOVERNING LAW;  JURISDICTION.  This Agreement shall be governed by, and
construed  and  interpreted  in  accordance  with,  the  laws  of the  State  of
Connecticut  without regard to rules pertaining to conflicts of laws thereunder.
THE GUARANTOR HEREBY SUBMITS TO THE NON-EXCLUSIVE  PERSONAL  JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED IN THE STATE OF  CONNECTICUT  IN CONNECTION  WITH
ANY ACTION OR PROCEEDING  ARISING OUT OF OR OTHERWISE RELATED TO OR OTHERWISE IN
CONNECTION  WITH THIS AGREEMENT OR ANY OTHER  FINANCING  DOCUMENT AND WAIVES ANY
OBJECTION GUARANTOR 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 SAME.  GUARANTOR 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  GUARANTOR AT THE ADDRESS OF THE GUARANTOR SET
FORTH  IN THE  FIRST  PARAGRAPH  HEREOF  OR SUCH  OTHER  ADDRESS  OF  WHICH  THE
GUARANTEED  PARTY  SHALL  HAVE  BEEN  NOTIFIED  PURSUANT  TO  SECTION  18 BELOW.
GUARANTOR AGREES THAT NOTHING  CONTAINED HEREIN SHALL EFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
OF THE GUARANTEED PARTY (OR ITS SUCCESSORS OR ASSIGNS) TO BRING ANY LEGAL ACTION
OR PROCEEDING IN ANY OTHER JURISDICTION.

<PAGE>
                                      -7-


     13.   COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original  but both of which
together shall constitute one and the same instrument.

     14. BINDING NATURE.  This Agreement shall be binding upon the Guarantor and
Guarantor's  successors,  assigns,  heirs and representatives and shall inure to
the  benefit of and be  enforceable  by the  Guaranteed  Party,  and  Guaranteed
Party's successors,  assigns and representatives.  The Guaranteed Party may sell
or assign any or all of the  Guaranteed  Obligations,  and any of its rights and
obligations under any agreement or instrument,  evidencing,  governing, securing
or otherwise  relating  thereto,  and the transferee  shall have the same rights
hereunder  with  respect  to the  assigned  Guaranteed  Obligations  as had  the
Guaranteed  Party.  Any successor to the  Guaranteed  Party  (including  without
limitation  any  successor  by merger)  shall  succeed to the full rights of the
Guaranteed Party hereunder.  The Guarantor may not assign the Guarantor's rights
or duties hereunder without the prior written consent of the Lender.

     15.  SEVERABILITY.  Any provision of this Agreement  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 in such  jurisdiction,  and any such prohibition or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     16. INTEGRATION.  This Agreement  represents the agreement of the Guarantor
with respect to the subject  matter hereof and  supersede all oral  negotiations
and prior writings with respect to the subject  matter hereof,  AND THERE ARE NO
PROMISES,  UNDERTAKINGS,  REPRESENTATIONS  OR WARRANTIES BY THE GUARANTEED PARTY
RELATIVE  TO THE  SUBJECT  MATTER  HEREOF  THAT ARE NOT  EXPRESSLY  SET FORTH OR
REFERRED TO HEREIN.

     17. LIEN; RIGHT OF SET-OFF. Guarantor hereby grants to the Guaranteed Party
a lien and right of  set-off  for all of the  Guarantor's  liabilities  or other
obligations to the Guaranteed Party,  whether  hereunder or otherwise,  upon and
against  all  property of the  Guarantor  which may now be, or may in the future
come into, the possession,  custody or control of the Guaranteed Party, or be in
transit to the Guaranteed Party,  including but not limited to deposits (general
or  special,  time  or  demand,  matured  or  unmatured),  credits,  securities,
instruments,  or the  proceeds  thereof.  The  Guaranteed  Party may at any time
(whether or not Guaranteed  Party has made demand  hereunder)  set-off and apply
such property or any part thereof to any of the Guarantor's liabilities or other
obligations to the Guaranteed Party,  whether under this Agreement or otherwise,
and whether or not any or all such liabilities or other  obligations are matured
at the time of such set-off or  application,  even if effecting  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.

     18.  NOTICES.  Notices  by one  party to the  other  hereunder  shall be in
writing,  and shall be deemed to have been duly given or made when  delivered by
hand, or one Business Day (as defined in the Credit  Agreement) 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, in each case addressed to such other party at the address
set forth 

<PAGE>
                                      -8-


in the first paragraph hereof.  Either party may change its address for purposes
of this  paragraph  by written  notice to the other party sent in the manner set
forth in this Section. Anything contained herein to the contrary, any notices to
the Guaranteed Party referred to in Section 8 above are to be sent in accordance
with the  provisions  thereof  and shall  only be  deemed  given  when  actually
received.

     19.  NO  RULE  OF  STRICT  CONSTRUCTION;   NUMBER  AND  GENDER.   Guarantor
acknowledges  that Guarantor and Guarantor's  counsel have had an opportunity to
review this Agreement and no rule of strict  construction  shall be used against
the  Guaranteed  Party.  Whenever  the context so  requires,  the neuter  gender
includes the masculine or feminine, and the singular number includes the plural,
and vice versa.

     20. [INTENTIONALLY OMITTED.]

     21.  CERTAIN   REPRESENTATIONS  AND  COVENANTS.  IN  ORDER  TO  INDUCE  THE
GUARANTEED  PARTY TO MAKE EXTENSIONS OF CREDIT UNDER THE CREDIT  AGREEMENT,  THE
GUARANTOR  HEREBY  REPRESENTS AND WARRANTS TO THE GUARANTEED PARTY THAT (I) THIS
AGREEMENT  IS  THE  LEGAL,  VALID  AND  BINDING  OBLIGATION  OF  THE  GUARANTOR,
ENFORCEABLE  AGAINST  THE  GUARANTOR  IN  ACCORDANCE  WITH ITS  TERMS,  (II) THE
EXECUTION,  DELIVERY AND PERFORMANCE BY THE GUARANTOR OF THIS AGREEMENT HAS BEEN
DULY AUTHORIZED BY ALL NECESSARY CORPORATE AND, IF REQUIRED, STOCKHOLDER ACTION,
AND (III) THE  EXECUTION,  DELIVERY  AND  PERFORMANCE  BY THE  GUARANTOR OF THIS
AGREEMENT IS AND WILL BE WITHIN THE GUARANTOR'S POWERS, CORPORATE AND OTHERWISE,
AND DOES NOT AND WILL NOT VIOLATE OR BREACH ANY  STATUTE,  REGULATION,  OR OTHER
APPLICABLE  LAW  (AS  DEFINED  IN  THE  CREDIT  AGREEMENT)  OR  THE  GUARANTOR'S
CERTIFICATE OF INCORPORATION OR BY-LAWS.


     22. WAIVER OF TRIAL BY JURY; CHAPTER 903(A) WAIVER; WAIVER OF CONSEQUENTIAL
DAMAGES.

          (a) THE  GUARANTEED  PARTY  AND THE  GUARANTOR  EACH  VOLUNTARILY  AND
     KNOWINGLY  WAIVE TRIAL BY JURY AND THEIR  RESPECTIVE  RIGHTS THERETO IN ANY
     ACTION OR PROCEEDING OF ANY KIND TO WHICH THEY ARE BOTH PARTIES AND THAT IN
     ANY WAY ARISES  UNDER OR OUT OF OR IS  OTHERWISE  RELATED  TO OR  OTHERWISE
     CONNECTED  WITH THIS  AGREEMENT  OR ANY  RELATED  AGREEMENT  OR  INSTRUMENT
     (INCLUDING WITHOUT LIMITATION ANY FINANCING DOCUMENT).

          (b) THE  GUARANTOR  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 GUARANTOR KNOWINGLY AND
     VOLUNTARILY  WAIVES ANY RIGHT WHICH  GUARANTOR MIGHT HAVE TO A NOTICE AND A
     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 THE  GUARANTEED  PARTY (OR ITS  SUCCESSORS OR ASSIGNS)  SEEKS ANY
     PREJUDGMENT REMEDY IN CONNECTION WITH THIS AGREEMENT.

<PAGE>
                                      -9-


          (c) GUARANTOR  HEREBY FURTHER WAIVES,  TO THE FULLEST EXTENT PERMITTED
     BY APPLICABLE  LAW, ANY RIGHT GUARANTOR MAY HAVE TO CLAIM OR RECOVER IN ANY
     LEGAL PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR OTHERWISE RELATED TO
     THIS  AGREEMENT OR ANY OTHER  FINANCING  DOCUMENT  ANY SPECIAL,  EXEMPLARY,
     PUNITIVE OR CONSEQUENTIAL DAMAGES.

<PAGE>
                                      -10-


         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first written above.

WITNESSES:                                           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 M. MCKIERNAN
-----------------------                     -----------------------------------
Name:   Edward A. Weiss                     Name:   Anthony M. McKiernan
                                            Title:  Assistant Vice-President