<PAGE>

                                                                   EXHIBIT 10(B)

             APPENDIX A TO CREDIT AND SECURITY AGREEMENT (REVOLVER)

     This  Appendix A which is attached to and a part of the Credit and Security
Agreement (Revolver),  dated as of July 9, 1997, between Astrex Inc., a Delaware
corporation,  (the "Borrower"),  T.F. Cushing, Inc., a Massachusetts corporation
("TFCI"),  and Fleet  National  Bank,  a national  banking  association,  having
offices at One Landmark Square,  Stamford,  Connecticut  06901, (the "Lender" or
"Bank"), as same may be amended, supplemented or otherwise modified from time to
time (the "Credit Agreement"),  is a glossary of certain defined terms which may
be used in the Credit Agreement and/or other Financing  Documents and is part of
the substantive agreement of the Borrower and the Lender.

     "ACCOUNT":  as defined in the UCC as in effect in  Connecticut  on the date
hereof.

     "AFFILIATE":  of any Person shall mean (a) any other Person which, directly
or  indirectly,  is in control of, is controlled  by, or is under common control
with, such Person or (b) any other Person who is a director or executive officer
of or is in the same  family as (i) such  Person,  (ii) any  Subsidiary  of such
Person or (iii) any Person  described in clause (a) above.  For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to (i)
vote 5% or more of the securities  having ordinary voting power for the election
of  directors  of such  Person  or (ii)  direct or cause  the  direction  of the
management and policies of such Person whether by contract or otherwise.

     "APPLICABLE  LAW":  all  applicable  provisions  of all (a)  constitutions,
statutes,  laws,  rules,   regulations,   guideline  ordinances  and  orders  of
governmental  bodies,  (b)  Governmental  Approvals  and (c) orders,  decisions,
rulings, judgments and decrees of all courts and arbitrators.

     "AVEST" or "Avest": AVest, Inc., a Delaware corporation.

     "BANKRUPTCY CODE": as defined in Section 7.1(i) of the Credit Agreement.

     "BORROWER'S  QUESTIONNAIRE":  the  Borrower's  Questionnaire  of even  date
herewith.

     "BORROWING  BASE":  as of any particular  time, the sum of (i)  eighty-five
percent (85%) of the amount of the then Eligible Receivables and (ii) the lesser
of (a) twenty-five percent (25%) of the amount of the then Eligible Inventory or
(b)  $1,000,000.00;  provided that it is further  understood and agreed that for
purposes of calculating the Borrowing Base, (1) Eligible Inventory of TFCI shall
not exceed $500,000,  (2) Eligible Receivables of TFCI shall not exceed $500,000
and (3) Eligible  Inventory at the Massachusetts Site shall not exceed $500,000.
The Lender shall have the right to decrease any such  percentages  provided that
the Lender acts in good faith in doing so.

     "BORROWING BASE  CERTIFICATE":  a borrowing base certificate in the form of
Exhibit C to the  Credit  Agreement  or in such  other  form as the  Lender  may
reasonably  request,  signed by the  President of the Borrower and TFCI or other
officer or employee of the Borrower or TFCI who is  designated  or authorized by
the  Borrower or TFCI or its  respective  President to sign the  Borrowing  Base
Certificate  (the Lender can  conclusively  presume that any officer or employee
who executes 

<PAGE>
                                      -2-


any such Certificate is so designated or authorized unless the Borrower or TFCI,
as the case may be,  informs the Lender to the contrary  prior to the applicable
Certificate  being  delivered).  Any differences in terms used in this Agreement
and such Certificate  shall not be interpreted  against the Lender.  At Lender's
election,  the  Borrowing  Base  Certificate  may be signed by Borrower and TFCI
together  or  each of  Borrower  and  TFCI  may  sign  separate  Borrowing  Base
Certificates.

     "BUSINESS  DAY": any day other than Saturday,  Sunday or other day in which
banks are authorized to be closed in the State of Connecticut,  provided,  that,
at the  Lender's  election,  with  respect  to any  Loans  bearing  (or to bear)
interest with reference to the LIBOR Rate,  Business Day shall mean a Eurodollar
Business Day.

     "CASH CAPITAL EXPENDITURES": with respect to any fiscal period, all capital
expenditures made by the Borrower or its Subsidiaries in such period except that
portion (if any) of such capital  expenditures  which are financed to the extent
such financing is permitted under the Credit Agreement.

     "CLOSING DATE": July 9, 1997.

     "CMLTD":  with respect to any fiscal period, the aggregate of all principal
and other  payments  (excluding  interest  payments) made or payable during such
fiscal period on account of any and all  Indebtedness  (but  excluding from such
Indebtedness for purposes of this definition any Indebtedness which, pursuant to
its original terms,  was due within one year of the date such  Indebtedness  was
created) of the Borrower and/or its Subsidiaries, all on a consolidated basis in
accordance with GAAP.

     "CODE":  the Internal Revenue Code of 1986, as the same may be amended from
time to time.

     "COLLATERAL":  as it applies to the  Borrower or TFCI,  as the case may be,
all personal  property and fixtures of the Borrower or TFCI,  as the case may be
(the term "Debtor" as used below in this  definition  shall refer to each of the
Borrower and TFCI), of every kind,  nature and description,  including,  without
limitation, all of the following, in each case whether now or hereafter existing
or now  owned or  hereafter  acquired  by any  Debtor,  or in which  any  Debtor
otherwise at any time has any right, title or interest, and wherever located and
whether or not the same is subject to Article 8 or 9 of the  Uniform  Commercial
Code  or  constitutes  Collateral  by  reason  of one or  more  than  one of the
following clauses (or is mentioned once or more than once within a clause):

     (a)  all Receivables of any Debtor;

     (b)  all Equipment of any Debtor;

     (c)  all Inventory of any Debtor;

<PAGE>
                                      -3-


     (d)  all General Intangibles of any Debtor;

     (e) all of any Debtor's  right,  title and interest in and to all goods and
other property,  whether or not delivered,  (i) the sale or lease of which gives
or purports  to give rise to any  Receivable,  including  but not limited to all
merchandise  returned or  rejected by or  repossessed  from  customers,  or (ii)
securing  any  Receivable,  including  all of any  Debtor's  rights as an unpaid
vendor or lienor,  including stoppage in transit,  replevin and reclamation with
respect to such goods and other properties;

     (f) all guaranties, letters of credit, mortgages and other Liens on real or
personal property,  leases and other agreements or property securing or relating
to any Receivable or other  Collateral,  or acquired for the purpose of securing
and enforcing any item thereof;

     (g) all documents of title (as defined in the UCC as adopted in Connecticut
as of the date hereof),  policies and  certificates  of  insurance,  securities,
chattel  paper,   contracts  or  other  documents  or  instruments   either  (i)
evidencing,  pertaining to or in any other way relating to any and all goods (as
defined  in the UCC as  adopted  in  Connecticut  as of the date  hereof) of any
Debtor  and/or (ii) in which any Debtor,  at any time,  otherwise has any right,
title or interest;

     (h) to the  extent  not  otherwise  constituting  Collateral,  (i) all cash
collateral  accounts  and  (ii) all  other  deposit  and  other  bank  accounts,
certificates of deposit,  money,  securities,  instruments and other property of
any Debtor with,  in the  possession  of, or in transit to or from, or under the
control  of the Bank,  and any and all other  claims of any Debtor  against  the
Lender at any time existing;

     (i) all claims (i) to any items of the  Collateral,  (ii) under  warranties
relating to any of the  Collateral,  and (iii) against third parties for (A) (l)
loss, destruction,  damage, requisition,  confiscation,  condemnation,  seizure,
forfeiture or  infringement  of, or damage to, and (2) payments due or to become
due under  leases,  rentals or hires of, any and all of the  Collateral  and (B)
proceeds  payable  under,  and  unearned  premiums  with respect to, any and all
policies of insurance;

     (j) any and all other rights to, and payments under (or other proceeds of),
any and all insurance policies and all rights to make claims thereunder;

     (k)  all  ledger   sheets,   books,   records,   files,   customer   lists,
correspondence,  computer hardware,  printouts,  computer programs, tapes, discs
and related data processing  software (owned by any Debtor or in which it has an
interest), or any other documentation,  which contain information identifying or
pertaining to any of the Collateral or any account  debtor or other obligor,  or
showing  the amounts  thereof or  payments  thereon or  otherwise  necessary  or
helpful in the realization thereon or the collection thereof; and

     (l)  any  and  all  accessions  to or  substitutions  for,  and any and all
products  and  proceeds

<PAGE>
                                      -4-


(whether cash or non-cash) of, any of the above Collateral, in whatever form.

     It is the intent of the parties that the Security  Interest and  Collateral
cover all  personal  property  and  fixtures of each of the Borrower and TFCI of
every kind, nature and description.

     "COMMITMENT LETTER": that certain letter dated June 9, 1997, from Lender to
Borrower and accepted by the Borrower  setting forth certain of the terms of the
terms hereof.

     "COMPANY'S  QUESTIONNAIRE":   the  Company's  Questionnaire  of  even  date
herewith.

     "CONSOLIDATED CURRENT ASSETS": at any particular date, the aggregate amount
of assets of the Borrower and its Subsidiaries,  on a consolidated  basis, as of
such date which,  in accordance with GAAP, may properly be classified as current
assets.

     "CONSOLIDATED CURRENT  LIABILITIES":  at any particular date, the aggregate
amount  of  all  liabilities  of  the  Borrower  and  its  Subsidiaries,   on  a
consolidated basis, as of such date which, in accordance with GAAP, may properly
be classified as current liabilities and also including,  notwithstanding  GAAP,
all Revolving Credit Loans outstanding as of such date.

     "CONSOLIDATED  EBIT": for the applicable period,  consolidated net earnings
(or loss) of the Borrower and its  Subsidiaries  from continuing  operations for
such  period  before  interest  expense  and income  taxes,  and  excluding  any
extraordinary items, all determined in accordance with GAAP.

     "CONSOLIDATED  EBITDA":  for the applicable  period,  the  consolidated net
earnings  (or  loss)  of the  Borrower  and  its  Subsidiaries  from  continuing
operations for such period before interest expense,  income taxes,  depreciation
and  amortization,  and excluding any  extraordinary  items,  all  determined in
accordance with GAAP.

     "CONSOLIDATED LIABILITIES": at any particular date, the aggregate amount of
all Liabilities of the Borrower and its Subsidiaries, on a consolidated basis.

     "CONSOLIDATED TANGIBLE NET WORTH": at any particular date, the consolidated
Tangible Net Worth of the Borrower and its Subsidiaries.

     "CONTRACT":  an  indenture,  agreement  (other than the Credit  Agreement),
other contractual restriction, lease, or instrument.

     "DEFAULT":  any event or circumstance  which,  with the giving of notice or
passage of time or both, would become an Event of Default.

     "ELAPSED FISCAL PERIOD":  shall mean the elapsed portion of any fiscal year
of the  Borrower  ending as of the last day of any fiscal  quarter of such year.
For example the four  Elapsed  Fiscal  


<PAGE>
                                      -5-


Periods for the Borrower's  fiscal year ending March 31, 1998 would be (i) April
1, 1997 to June 30, 1997, (ii) April 1, 1997 to September 30, 1997,  (iii) April
1, 1997 to December 31, 1997 and (iv) April 1, 1997 to March 31, 1998.

     "ELIGIBLE  INVENTORY":  Inventory of the Borrower or TFCI (valued at lesser
of cost to Borrower or TFCI (as the case may be) or market value,  determined on
a  first-in-first-out  basis) which consists of finished  goods and  continually
meets the following additional criteria:

     (i) It is in  first  class  condition  and  not  damaged  in any  way,  not
     obsolete,  not in-transit goods or goods intended to be sold by consignment
     sale and is saleable  through  normal trade  channels in the  Borrower's or
     TFCI's   normal  course  of  business  and  meets  all   applicable   legal
     requirements;

     (ii)  (a) It is new  and  unused,  (b) it is  located  at  either  (x)  the
     Plainview  Site  or (y) the  Massachusetts  Site  and,  if  located  at the
     Massachusetts Site, a maximum of $500,000 of such inventory may be included
     in the  calculation of Eligible  Inventory for purposes of determining  the
     Borrowing  Base  and  (c) the  Lender  has a first  priority  attached  and
     perfected security interest in such Inventory;

     (iii) It is owned by the  Borrower  or TFCI and is not  subject  to (a) any
     Lien or (b) any dispute, and the Borrower or TFCI had and has the absolute,
     lawful,  undisputed  and  unquestioned  right to own and sell  same (and to
     collect any Receivable which results from any potential sale thereof);

     (iv) No event has occurred  and no  condition  exists which could impede in
     any material  manner the  Borrower's or TFCI's  ability to continue to sell
     such Inventory in the normal course (including for normal prices);

     (v)  Eligible   Inventory  may  include  only  finished   goods  and  shall
     specifically exclude any raw materials or work-in-progress; and

     (vi) It is not  determined  by the  Lender to be  ineligible  for any other
     reason  generally  accepted in the commercial  finance business as a reason
     for ineligibility.

     "ELIGIBLE RECEIVABLES": the net amount of those Accounts of the Borrower or
TFCI (net of any  applicable  reserves)  which arise in the  ordinary  course of
business and which continually meet the following requirements:

          (i) The Account shall not be unpaid more than 90 days from the date of
          original invoice and shall not be more than 60 days past due;

               (ii) The  account  debtor with  respect to the Account  shall not
               have more than 50% of its then total  outstanding  Accounts  with
               the Borrower or TFCI remaining



<PAGE>
                                      -6-


               unpaid  more than 90 days from the  applicable  dates of original
               invoice or more than 60 days past due;

               (iii) The Account arose from the  performance  of services by the
               Borrower  or  TFCI  which  have  been  fully  and  satisfactorily
               performed or from the  absolute  sale of goods by the Borrower or
               TFCI in which Borrower or TFI had the sole and complete ownership
               and which have been shipped or  delivered  to the account  debtor
               evidencing  which  delivery the Borrower,  TFCI or the Lender has
               the possession of shipping and delivery receipts;

               (iv) The  Account  is not  subject  to any  prior  or  subsequent
               assignment,  claim, lien,  security interest or other Lien except
               that of the Lender and is not  subordinated in any manner and the
               Account does not arise from a Contract prohibiting the assignment
               thereof or requiring the consent of any Person to such assignment
               (unless  such  consent is obtained and Lender has given its prior
               written approval of the form and substance of such consent);

               (v)  (a)  The  Account  is  not  subject  to  (aa)  any  set-off,
               counterclaim,  claim, defense, allowance or adjustment other than
               discounts  (given in the Borrower's or TFCI's  ordinary course of
               business)  for  prompt  payment  shown  on the  invoice,  or (bb)
               dispute,  objection or complaint  (whether by the Account  debtor
               concerning  its liability on the Account or  otherwise),  (b) the
               goods, the sale of which gave rise to the Account,  have not been
               returned,  rejected,  lost or damaged  and are not subject to any
               right of return sales or guaranty or any consignment, and (c) the
               Account is otherwise  fully  enforceable and the Borrower or TFCI
               does not need to be  qualified  to do business in the State where
               the Account Debtor is located in order to enforce the Account;

               (vi) The Account arose in the ordinary  course of business from a
               bona-fide  transaction and all transactions  relating thereto are
               in full compliance with Applicable Law;

               (vii) The  Account is not due from (a) the  United  States or any
               agency,  department or  subdivision  thereof unless the rights to
               such  Account  have  been  validly  assigned  to  the  Lender  in
               accordance with all applicable requirements of Applicable Law; or
               (b) any  state  or  municipality  or any  agency,  department  or
               subdivision  thereof,  or (c) any account debtor located  outside
               the United  States  unless such Account is secured by a letter of
               credit from a bank  acceptable  to the Lender and which letter of
               credit is in form and substance acceptable to the Lender;

               (viii) No petition in bankruptcy or other  application for relief
               under the Bankruptcy Code or other  insolvency law has been filed
               with respect to the account  debtor;  and the account  debtor has
               not made an  assignment  for the  benefit  of  

<PAGE>
                                      -7-


               creditors, become insolvent, or suspended or terminated business;
               and the  account  debtor is  generally  paying  its debts as they
               become due;

               (ix) The account  debtor is not an  Affiliate  of the Borrower or
               its shareholders;

               (x)  The  Lender  has a first  priority  attached  and  perfected
               security interest in the Account;

               (xi) The Account complies with Section 6.4(b) hereof and with any
               other covenant,  agreement,  representation,  warranty,  or other
               applicable term or provision of any Financing Document; and

               (xii)  The  Account  is  not  determined  by  the  Lender  to  be
               ineligible  for  any  other  reason  generally  accepted  in  the
               commercial finance business as a reason for ineligibility.

     In  addition,  in the event  that the Lender in its  reasonable  discretion
determines that the Accounts owed by a particular  account debtor constitute too
high a percentage  of the then  aggregate  amount of Accounts,  the Lender shall
have the right to lower the amount of  Accounts  of such  account  debtor  which
shall be considered Eligible Receivables.

     "ENVIRONMENTAL LAWS": all laws, rules, codes, ordinances,  and regulations,
and all consent decrees,  administrative  orders or judgments relating to public
health or safety and/or the  environment,  including  without  limitation  those
laws, rules, codes,  ordinances and regulations  identified in the definition of
the term  "Hazardous  Materials,"  all as  amended,  supplemented  or  otherwise
modified from time to time.

     "EQUIPMENT":  (a) all machinery,  equipment, spare parts, tools, furniture,
and furnishings and instruments of conveyance, including motor vehicles, (b) all
other goods except goods that constitute Inventory, and (c) all replacements and
substitutions  for, and all accessions  to, the foregoing,  in each case whether
now or hereafter  existing or now owned or hereafter acquired by the Borrower or
TFCI,  as the case may be, and  wherever  located and whether or not the same is
subject to Article 9 of the Uniform  Commercial  Code or constitutes a "fixture"
or constitutes  Equipment by reason of any one or more than one of the preceding
clauses.

     "ERISA AFFILIATE": any trade or business (whether or not incorporated) that
is member  of a group of which  the  Borrower  or any of its  Subsidiaries  is a
member and which is treated as a single employer under Section 414 of the Code.

     "EUROCURRENCY  RESERVE  REQUIREMENTS":  for any day, the aggregate (without
duplication)  of  the  maximum  reserve  percentages,  expressed  as a  decimal,
including,  without  limitation,  basic,  supplemental,  marginal and  emergency
reserves,  in effect on such day,  established  by the Board of Governors of the
Federal  Reserve  System  (or any  successor)  or any other  banking  authority,


<PAGE>
                                      -8-


domestic  or  foreign,  to  which  the  Lender  is  subject,  for  "Eurocurrency
Liabilities" as defined in Regulation D. Such reserve percentages shall include,
without limitation, those imposed under Regulation D. Loans that are part of any
Libor  Revolving  Credit Portion shall be considered to constitute  Eurocurrency
Liabilities and to be subject to such reserve requirements without benefit of or
credit for  proration,  exemptions or offsets that may be available from time to
time to Lender under Regulation D. The Eurocurrency  Reserve  Requirements shall
be adjusted  automatically  on and as of the effective date of any change in the
Eurocurrency Reserve Requirements.

     "EURODOLLAR  BASE  RATE":  with  respect to each day during  each  Interest
Period, the rate per annum (rounded upwards,  if necessary,  to the nearest 1/32
of one  percent)  for  deposits in United  States  dollars for one month,  three
month, or six month maturities (as applicable to such Interest  Period),  as the
case may be, which  appears on the Telerate  Page 3750 as of 11:00 a.m.,  London
time, on the day that is two Eurodollar  Business Days prior to the commencement
of such Interest Period. If such rate does not appear on the Telerate Page 3750,
the  rate  to be  utilized  shall  be the  offered  rate  (rounded  upwards,  if
necessary,  to the nearest 1/32 of one percent) which appears, or if two or more
such rates appear,  the average (rounded upwards,  if necessary,  to the nearest
1/32 of one  percent) of the offered  rates which  appear on the Reuters  Screen
LIBO  Page as of 11:00  a.m.,  London  time,  on the day that is two  Eurodollar
Business Days prior to the commencement of such Interest Period.

     If both the Telerate  and Reuters  systems are  unavailable,  then the rate
will be determined on the basis of the offered rates for which  deposits in U.S.
dollars for a period equal to or approximately  equal to the applicable Interest
Period are  offered by four major banks  (selected  by the Lender) in the London
interbank market,  at approximately  11:00 a.m., London time, on the day that is
two Eurodollar  Business Days  preceding the first day of the proposed  Interest
Period.  The  principal  London  office of each of the four major  banks will be
requested to provide a quotation of its U.S.  dollar deposit offered rate. If at
least two such quotations are provided,  the rate will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the rate
will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Lender, at approximately  11:00 a.m., New York City time, on the
date  that  is two  Eurodollar  Business  Days  prior  to the  first  day of the
applicable  Interest Period, for loans in U.S. dollars to leading European banks
for a period equal to or approximately  equal to the applicable Interest Period.
In the event that the Bank is unable to obtain any such  quotation  as  provided
above, interest shall accrue at a rate per annum equal to the Prime Rate.


     "EURODOLLAR  BUSINESS DAY": any day on which  commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other  eurodollar  interbank market as may be selected by the Lender in its sole
discretion acting in good faith.

     "EVENT OF  DEFAULT":  any of the events  specified  in  Section  7.1 of the
Credit Agreement.

     "EXISTING  LENDER":  Congress  Financial  Corporation,  1133  Avenue of the
Americas, New 


<PAGE>
                                      -9-


York, NY 10036.

     "FINANCIAL STATEMENTS":  the consolidated balance sheet of the Borrower and
its Subsidiaries as at March 31, 1997 and the related  statements of operations,
stockholder's  equity and cash flows of the Borrower and such  Subsidiaries  for
the fiscal year then ended,  and the  accompanying  footnotes  together with the
report  thereon,  dated the date hereof,  by KPMG Peat Marwick LLP,  independent
public  accountants,  and the interim  balance  sheet of the  Borrower  and such
Subsidiaries  as at June 30, 1997 and the related  statements of operations  and
source and use of funds for the three (3) month period then ended.

     "FINANCING  DOCUMENTS":   (a)  this  Agreement,   the  Note,  the  Guaranty
Agreement, of even date herewith,  between TFCI and the Lender, and the Guaranty
Agreement,  of even date  herewith,  between AVest,  and the Lender,  the Pledge
Agreement,  of  even  date  herewith,  from  the  Borrower  to the  Lender,  the
Borrower's  Questionnaire,  and  the  Company's  Questionnaire,  any  landlord's
waiver(s),  and  (b)  any  other  written  agreement,  instrument,  certificate,
financing  statement  or other  document,  whether  now or  hereafter  existing,
executed or delivered  in  connection  with or  otherwise  related to any of the
agreements,  instruments  or  other  documents  referred  to in  clause  (a)  or
otherwise  relating  in any  way to any of the  Revolving  Credit  Loans  or any
collateral,  as any of the  foregoing  referred  to in clause  (a) or (b) may be
amended, supplemented or otherwise modified from time to time.

     "FOREIGN JURISDICTIONS": as defined in Section 2.1 of the Credit Agreement.

     "GAAP": generally accepted accounting principles as in effect in the United
States of America.

     "GENERAL INTANGIBLES": (a) any and all intangible, personal property of the
Borrower  or TFCI,  as the case may be, of every  kind,  nature and  description
including,  without limitation, (i) rights to the payment or receipt of money or
other forms of  consideration  of any kind at any time now or hereafter owing or
to be owed to the  Borrower  or TFCI,  as the case may be,  (ii)  claims for tax
refunds,  (iii) causes of action,  whether  sounding in tort,  contract,  patent
infringement or otherwise and whether or not currently in litigation  (provided,
that, it is understood and agreed that nothing contained in any Finance Document
shall,  or shall be  interpreted  to,  obligate the Lender to prosecute any such
cause of action),  (iv)  judgments,  (v)  patents,  patent  rights,  trademarks,
trademark rights,  copyrights,  trade names, trade name rights, all rights under
applications for any of the foregoing, all rights under licenses relating to any
of the  foregoing,  and all other  rights with  respect to the  foregoing,  (vi)
inventions,  (vii) trade secrets, (viii) designs, (ix) goodwill, (x) franchises,
(xi) customer  lists,  (xii) licenses,  and (xiii)  corporate and other business
records,  and (b) any and all  tangible,  personal  property,  in the  nature of
documents, records and the like, constituting,  evidencing or otherwise relating
to any such intangible personal property,  in each case whether now or hereafter
existing or now owned or hereafter  acquired by the Borrower or TFCI and whether
the  same  is  subject  to  Article  8 or 9 of the  Uniform  Commercial  Code or
constitutes  a General  Intangible  by reason of any one or more than one of the
preceding clauses.
<PAGE>
                                      -10-


     "GOVERNMENT APPROVAL":  any authorization,  consent,  approval,  license or
exemption  of,  registration  or  filing  with,  or report  or  notice  to,  any
governmental unit.

     "GUARANTORS": T.F. Cushing, Inc., a Massachusetts corporation, AVest, Inc.,
a  Delaware  corporation,  and any  other  Person  (if any) who is a  guarantor,
endorser, or surety with respect to any of Secured Obligations.

     "HAZARDOUS MATERIAL":  (aa) "hazardous substances" or "toxic substances" as
those  terms  are   defined  by  the   Comprehensive   Environmental   Response,
Compensation  and Liability Act ("CERCLA"),  42 U.S.C. ss. 9601, ET SEQ., or the
Hazardous Materials  Transportation Act, 49 U.S.C.  ss.1801,  all as amended and
amended after this date; (bb) "hazardous wastes," as that term is defined by the
Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. ss. 6901, ET SEQ., as
amended  and  amended  after  this  date;  (cc) any  pollutant,  contaminant  or
hazardous,  dangerous,  or toxic chemicals,  materials, or substances within the
meaning  of any  other  applicable  federal,  state  or local  law,  regulation,
ordinance,  or requirement (including consent decrees and administrative orders)
relating  to or  imposing  liability  or  standards  of conduct  concerning  any
hazardous,  toxic or dangerous  waste  substance or material,  all as amended or
amended after this date; (dd) any other substance the presence of which requires
investigation   or  remediation   under  any  law,   regulation,   ordinance  or
requirement;  (ee) crude oil or any fraction thereof which is liquid at standard
conditions of  temperature  and pressure (60 degrees  Fahrenheit and 14.7 pounds
per square inch absolute);  (ff) any radioactive material;  (gg) asbestos in any
form or condition;  and (hh)  polychlorinated  biphenyls (PCBs) or substances or
compounds containing PCBs.

     "INDEBTEDNESS":  of any Person at any particular date, without duplication,
(a) all  indebtedness  of such  Person for  borrowed  money or for the  deferred
purchase  price of  property  or  services  (other  than Trade Debt) or which is
evidenced by a note, bond, debenture or similar instrument,  (b) all obligations
of such  Person  upon which  interest  charges  are  customarily  paid,  (c) all
obligations  of such Person  under  conditional  sale or other  title  retention
agreements  relating to property or assets  purchased  by such  Person,  (d) all
obligations of such Person under capitalized leases, (e) all obligations of such
Person in respect of  acceptances or letters of credit issued or created for the
account of such Person, (f) all liabilities  secured by any Lien on any property
owned by such Person, whether or not such Person has assumed or otherwise become
liable  for the  payment  thereof,  and (g) all  obligations  of such  Person in
respect of interest rate protection agreements, interest rate future agreements,
foreign currency exchange agreements and any other hedging arrangements.

     "INSTITUTIONAL  HOLDER":  any bank,  insurance  company,  savings  and loan
association, trust company, investment company, charitable foundation,  employee
benefit  plan  (as  defined  in  ERISA)  or  other   financial   institution  or
institutional investor.

     "INTANGIBLE  ASSETS" with  respect to any Person,  (i) those assets of such
Person which,  in accordance  with GAAP,  are properly  classified as intangible
assets on a balance sheet of such 

<PAGE>
                                      -11-


Person including without limitation  goodwill,  franchises,  licenses,  patents,
trademarks, tradenames, and copyrights, plus (ii) any advance or other loan from
such Person to any officer, shareholder,  director or employee of such Person or
of any Affiliate of such Person.

     "INTEREST EXPENSE": for the applicable period, all interest paid or payable
by the Borrower or any of its  Subsidiaries in such period,  including,  but not
limited to,  interest paid or payable on the  Revolving  Credit Loans and on all
other Indebtedness (including without limitation imputed interest on capitalized
lease obligations), determined in accordance with GAAP on a consolidated basis.

     "INTEREST  COVERAGE  RATIO":  for  the  applicable  period,  the  ratio  of
Consolidated EBIT for such period to Interest Expense for such period.

     "INTEREST PERIOD":  with respect to any Libor Revolving Credit Portion, any
period of 1, 3 or 6 months, commencing on a Eurodollar Business Day, selected as
provided for in Section  1.6(b) of the Credit  Agreement  and the  definition of
LIBOR Request,

provided, however, that:

     (1)  any Interest Period (other than an Interest Period determined pursuant
          to clause (3) below) that would  otherwise  end on a day that is not a
          Eurodollar  Business  Day  shall be  extended  to the next  succeeding
          Business  Day unless such  Eurodollar  Business  Day falls in the next
          calendar  month,  in which case such Interest  Period shall end on the
          immediately preceding Eurodollar Business Day;

     (2)  any Interest Period that begins on the last Eurodollar Business Day of
          a  calendar  month  (or on a day for  which  there  is no  numerically
          corresponding  day in the calendar  month at the end of such  Interest
          Period) shall, subject to clause (3) below, end on the last Eurodollar
          Business Day of a calendar month;

     (3)  any  Interest  Period  that would  otherwise  end after the  Revolving
          Credit Maturity Date shall end on the Revolving  Credit Maturity Date;
          and

     (4)  notwithstanding  clause (2) above,  no Interest  Period shall  (unless
          otherwise  agreed to by the  Lender)  have a duration of less than one
          month and if any Interest  Period  would be for a period  shorter than
          one month,  such Interest  Period shall  (unless the Lender  otherwise
          agrees) not be available hereunder.

     "INVENTORY":  (a) all  inventory  (as defined in the UCC, as adopted in the
State of Connecticut on the date hereof), including, but not limited to, (i) all
goods held by Borrower  or TFCI,  as the case may be, for sale or lease or to be
furnished under contracts of service or furnished under such contracts; (ii) all
work in process;  (iii) all raw  materials  and other  materials and supplies of
every nature and description  used or which might be used in connection with the
manufacture,  

<PAGE>
                                      -12-


packing, shipping, advertising, selling, leasing or furnishing of such inventory
or otherwise  used or consumed in  Borrower's  or TFCI's  business;  and (b) all
documents  evidencing and general intangibles  relating to any of the foregoing,
in each  case  whether  now or  hereafter  existing  or now  owned or  hereafter
acquired by Borrower or TFCI and wherever located and whether or not the same is
subject to Article 9 of the Uniform Commercial Code or constitutes  Inventory by
reason of any one or more than one of the preceding clauses.

     "LEGAL REQUIREMENT":  any requirement imposed upon Lender by any law of the
United  States of  America or the United  Kingdom or by any  regulation,  order,
interpretation, ruling or official directive (whether or not having the force of
law) of the  Federal  Reserve  Board,  the Bank of England  or any other  board,
central bank or governmental or administrative agency,  institution or authority
of the United States of America, the United Kingdom or any political subdivision
of either thereof.

     "LIABILITIES":  as of any date, shall mean,  without  duplication,  (i) all
indebtedness,   obligations   and   liabilities  of  the  Borrower   and/or  its
Subsidiaries  which would be reflected as liabilities on a balance sheet,  as of
such  date,  of  the  Borrower  prepared  in  accordance  with  GAAP,  (ii)  all
obligations,  indebtedness and other  liabilities of the Borrower secured by any
Lien on any assets or other properties of such Person.

     "LIBOR OPTION" or "LIBOR  OPTION":  the option granted  pursuant to Section
1.6(b)  of the  Credit  Agreement  to have  the  interest  on a  portion  of the
principal amount of the Revolving Credit Loans based on a LIBOR Rate.

     "LIBOR RATE" or "LIBOR RATE":  means,  with respect to each day during each
Interest Period, the rate determined in accordance with the following formula:

                              EURODOLLAR BASE RATE
            ------------------------------------------------------
                    1.00 - Eurocurrency Reserve Requirements


     "LIBOR REQUEST" or "LIBOR REQUEST": a notice in writing (or if permitted by
Lender,  by  telephone)  from Borrower to Lender  requesting  that interest on a
LIBOR Revolving Credit Portion be based on the LIBOR Rate,  specifying:  (i) the
first  day of the  Interest  Period;  (ii) the  length  of the  Interest  Period
consistent  with the definition of that term; and (iii) the dollar amount of the
LIBOR Revolving Credit Portion consistent with the definition of such term.

     "LIBOR REVOLVING CREDIT PORTION" or "LIBOR REVOLVING CREDIT PORTION":  that
portion of the Revolving  Credit Loans  specified in a LIBOR Request  (including
any applicable  portion of any Revolving Credit Loans which is being borrowed by
Borrower  concurrently  with such LIBOR Request) which is not less than $500,000
and is an integral  multiple of $100,000  which does not exceed the  outstanding
balance of  Revolving  Credit  Loans not already  subject to a LIBOR Option and,
which,  as of the date of the LIBOR  Request  specifying  such  LIBOR  Revolving
Credit Portion,  

<PAGE>
                                      -13-


has met the conditions  for basing  interest on the LIBOR Rate in Section 1.6(b)
of the Credit  Agreement and the Interest  Period of which has commenced and not
terminated.

     "LIEN": any mortgage, security interest, pledge, title retention agreement,
hypothecation, assignment, lien, attachment, garnishment, levy, charge, or other
encumbrance of any kind.

     "LOAN" and "LOANS": as those terms are respectively  defined in Section 1.2
of the Credit Agreement.

     "MASSACHUSETTS  SITE":  the facility  operated by TFCI at 126 Myron Street,
West Springfield, Massachusetts 01089 or such other location in Massachusetts as
may be approved in writing by the Lender.

     "MATERIAL  ADVERSE  EFFECT":  (a) with  respect to any  Person,  a material
adverse  effect upon such  Person's  business,  assets,  liabilities,  financial
condition,  results of operations or business  prospects,  (b) with respect to a
group of  Persons  "taken as a  whole",  a  material  adverse  effect  upon such
Persons'  business,  assets,  liabilities,   financial  conditions,  results  of
operations  or business  prospects  taken as a whole on,  where  appropriate,  a
consolidated  basis and (c) with respect to this Agreement,  any Contract or any
other obligation,  a material adverse effect, as to any party thereto,  upon the
binding nature,  validity or enforceability  thereof or the ability of any party
thereto to perform thereunder.

     "NATURAL RESOURCES":  each and all of the atmosphere,  air, waters,  earth,
land,  minerals,  flora, fauna, fish,  shellfish,  wildlife,  biota and/or other
natural resources.

     "OBLIGOR LEGAL OPINION":  an opinion of John C. Loring,  Esq.,  counsel for
the  Borrower  and the  Guarantors,  dated the date of the making of the initial
Revolving Credit Loan.

     "PATENTS":  patents,  patent  rights  or  licenses,  trademarks,  trademark
rights,  trade names, trade name rights,  copyrights,  and any other rights with
respect to the foregoing.

     "PBGC": the Pension Benefit Guaranty Corporation referred to and defined in
ERISA.

     "PERMITTED INDEBTEDNESS":
     -------------------------

          (a)  any Revolving Credit Loans and any other Indebtedness owed to the
               Lender;

          (b)  annual real property rental expenses of Borrower  permitted under
               Section 5.14 of the Credit Agreement;

          (c)  Indebtedness  in  respect  of  taxes,  assessments,  governmental
               charges,  levies and claims which at the time are not required to
               be paid under Section 4.4 of the Credit Agreement;

<PAGE>
                                      -14-


          (d)  Indebtedness secured by Permitted Liens; and

          (e)  operating  leases  for  personal  property  entered  into  in the
               ordinary  course of business  consistent with the Borrower's past
               practices  and  permitted   under  Section  5.14  of  the  Credit
               Agreement.

     "PERMITTED LIEN":
     -----------------

          (a)  Liens  for taxes  not yet due or which  are  being  contested  as
               permitted  by and in  accordance  with  Section 4.4 of the Credit
               Agreement;

          (b)  carriers', warehousemen's,  mechanics' materialmen's, landlord's,
               repairmen's or other like Liens arising in the ordinary course of
               business and not overdue for a period of more than 30 days or (in
               the case of  mechanics'  Liens only) the full amount of which has
               been bonded;

          (c)  pledges or deposits in  connection  with  workers'  compensation,
               unemployment insurance and other social security legislation;

          (d)  deposits  to secure  the  performance  of bids,  trade  contracts
               (other than for borrowed money),  leases,  statutory obligations,
               surety and appeal bonds,  performance bonds and other obligations
               of a like nature incurred in the ordinary course of business; and

          (e)  easements,   rights-of-way,   restrictions   and  other   similar
               encumbrances  incurred in the ordinary  course of business which,
               in the aggregate,  are not substantial in amount and which do not
               in any case  materially  detract  from the value of the  property
               subject thereto or materially interfere with the ordinary conduct
               of the business of the Borrower.

          (f)  purchase  money  security  interests in equipment or  capitalized
               leases of equipment  which (i) cover only the property  purchased
               or leased by  Borrower,  (ii) only  secure the  related  purchase
               money debt and (iii) which  purchase  money debt and  capitalized
               lease obligations do not exceed, in the aggregate, $50,000 at any
               one time outstanding.

     "PERMITTED  USES":  general  working  capital  purposes  of  the  Borrower,
provided that (i) the proceeds of the initial  Revolving Credit Loan shall first
be used to pay off any Indebtedness to the Existing Lender and (ii) the Borrower
may, in the ordinary  course of its business,  loan a portion of the proceeds of
Revolving  Credit  Loans to TFCI  provided  that such  loans to TFCI shall be no
greater than the  approximate  amount of the proceeds of Revolving  Credit Loans
attributable to Eligible Receivables and Eligible Inventory of TFCI.

     "PERSON": any individual, corporation, partnership, trust or unincorporated
organization,  a government or any agency or political  subdivision  thereof, or
any other entity.

     "PLAN": as defined in Section 2.17 of the Credit Agreement.

<PAGE>
                                      -15-


     "PLAINVIEW  REAL  ESTATE":  the real estate  (including  all  buildings and
improvements) located at 205 Express Street, Plainview, New York 11803.

     "PLAINVIEW  SITE":  the  Borrower's  offices  and other  facilities  at the
Plainview Real Estate.

     "PRIME RATE":  Lender's  annual rate of interest  designated by Lender from
time to time as a standard for setting loan rates on certain types of loans, and
is not  necessarily  the lowest or best rate the Lender  charges its  customers.
Each  change in such Prime Rate shall  affect an  adjustment  in the  applicable
interest rate of the day of such change. In the event the Lender no longer has a
prime rate, a reasonably  comparable  substitute  rate  (selected by the Lender)
shall be used in its place.

     "PRIME RATE REVOLVING CREDIT PORTION": that portion of the Revolving Credit
Loans that is not subject to a LIBOR Option or is not otherwise bearing interest
with reference to the LIBOR Rate.

     "RECEIVABLES":  any and all rights and claims to the  payment or receipt of
money or other forms of  consideration  or  compensation of any kind at any time
now or hereafter owing or to be owing or claimed or which could be claimed to be
owing  to  Borrower  (whether,  if  subject  to  the  Uniform  Commercial  Code,
classified  thereunder as accounts,  contract  rights,  chattel  paper,  general
intangibles,  instruments,  securities or otherwise) including,  but not limited
to, any and all such rights and claims in, to and under:  (a) (i) all  accounts,
(ii)  contracts,  including  guaranties and contracts of insurance of all kinds,
including  credit and key-man  life  insurance  and  property  insurance,  (iii)
letters of credit, (iv) chattel paper, (v) notes, (vi) drafts, (vii) instruments
and  securities,  (viii)  documents,  (ix)  acceptances,  (x) tax refunds,  (xi)
judgments and (xii) all other debts,  obligations  and  liabilities  in whatever
form now or hereafter owing to Borrower,  and (b) all causes of action,  whether
in  sounding in tort,  contract or  otherwise  and whether or not  currently  in
litigation,  in each case  whether  now or  hereafter  existing  or now owned or
hereafter acquired by Borrower and whether or not the same is subject to Article
8 or 9 of the Uniform  Commercial  Code or constitutes a Receivable by reason of
one or more than one of the preceding clauses.

     "REGULATION  D":  Regulation  D of the Board of  Governors  of the  Federal
Reserve  System  (or any  successor)  as from  time  to time in  effect  and all
official rulings and interpretations thereunder or thereof.

     "RELEASE": any spilling,  leaking,  pumping, pouring,  emitting,  emptying,
discharging,   injecting,   escaping,  leaching,  dumping,  disposing  or  other
discharging into the environment.

     "RESPONSIBLE  OFFICER":  with  respect  to any  corporation  of  the  chief
executive  officer or the president of such corporation and, with respect to any
partnership, any general partner of such partnership.

     "REUTERS  SCREEN LIBO PAGE":  the display  designated as page "LIBO" on the
Reuters  

<PAGE>
                                      -16-


Monitor  Money Rates Service (or such other page as may replace the LIBO page on
that service for the purpose of  displaying  London  interbank  offered rates of
major banks).

     "REVOLVING  CREDIT  DEFAULT RATE": a rate per annum equal to the Prime Rate
plus two (2%) percent (i.e., 200 basis points).

     "REVOLVING  CREDIT LOAN" and "REVOLVING  CREDIT LOANS":  as those terms are
respectively  defined in Section 1.2 of the Credit  Agreement  including any and
all Libor Loans and Prime Rate Loans made pursuant to the Credit Agreement.

     "REVOLVING  CREDIT  FACILITY":  the  revolving  credit  borrowing  facility
established pursuant to the Credit Agreement.

     "REVOLVING  CREDIT  INTEREST  PAYMENT DATE":  (i) with respect to the Prime
Rate Revolving Credit Portion, the first day of each and every month, commencing
on August 1, 1997; and (ii) with respect to any Libor Revolving  Credit Portion,
the last day of the  applicable  Interest  Period  and  also,  in the case of an
Interest Period of 6 months, that date which is three months after the first day
of such Interest Period.

     "REVOLVING CREDIT LOAN TERMINATION DATE": July 9, 1999.

     "REVOLVING CREDIT MATURITY DATE": July 9, 1999.

     "REVOLVING  CREDIT  MAXIMUM  AMOUNT":  at any time,  the  lesser of (i) Two
Million Five Hundred Thousand Dollars ($2,500,000) or (ii) the Borrowing Base at
such time.

     "SECURED OBLIGATIONS": (a) all indebtedness, obligations and liabilities of
the Borrower to the Lender under this Agreement or the Note (including,  but not
limited to, any and all principal,  interest,  and all amounts under Section 8.7
of the Credit Agreement) or any other Financing Documents,  whether now existing
or hereafter  arising and whether for payment or performance;  and (b) all other
indebtedness,  obligations,  and  liabilities of Borrower to the Lender of every
kind, nature and description, direct or indirect, secured or unsecured, joint or
several,  absolute or contingent,  due or to become due,  whether for payment or
performance,  now existing or hereafter arising (including,  but not limited to,
any and all  future  advances),  regardless  of how the  same  arise  or by what
instrument,  agreement,  or book  account  they  may be  evidenced,  or  whether
evidenced by any  instrument,  agreement,  or book account,  including,  but not
limited to, all loans  (including any loan by renewal or  extension),  all other
indebtedness,  all  guarantees,  and  all  reimbursement  obligations  or  other
obligations  relating  to letters of credit and the like;  provided  that,  with
respect to TFCI and the Security Interest it grants hereunder in its Collateral,
Secured Obligations shall also mean, in addition to the above, all indebtedness,
obligations,  and  liabilities  of TFCI to the Lender of every kind,  nature and
description,  direct  or  indirect,  secured  or  unsecured,  joint or  several,
absolute  or  contingent,   due  or  to  become  due,  whether  for  payment  or
performance,  now existing or hereafter arising (including,  but not limited to,
any and all  future  advances),  regardless  of how the  

<PAGE>
                                      -17-


same  arise  or by what  instrument,  agreement,  or book  account  they  may be
evidenced,  or whether evidenced by any instrument,  agreement, or book account,
including,  but not  limited  to,  all loans  (including  any loan by renewal or
extension),  all  other  indebtedness,  all  guarantees,  and all  reimbursement
obligations  or other  obligations  relating  to letters of credit and the like,
including  without  limitation  any guaranty of TFCI under any of the  Financing
Documents.

     IT IS THE INTENT AND AGREEMENT OF THE PARTIES HERETO THAT ALL INDEBTEDNESS,
OBLIGATIONS  AND LIABILITIES OF THE BORROWER (AND, IN THE CASE OF TFCI, OF TFCI)
TO THE LENDER  (WHETHER  NOW  EXISTING OR  HEREAFTER  ARISING) BE SECURED BY THE
COLLATERAL,  REGARDLESS  OF WHETHER  OR NOT SUCH  INDEBTEDNESS,  OBLIGATIONS  OR
LIABILITIES   ARE  NOW   CONTEMPLATED  BY  SUCH  PARTIES.   SUCH   INDEBTEDNESS,
OBLIGATIONS,  AND LIABILITIES MAY BE REDUCED TO ZERO OR OTHERWISE  SATISFIED AND
THEREAFTER NEW INDEBTEDNESS,  OBLIGATIONS AND LIABILITIES  INCURRED AND ALL SUCH
INDEBTEDNESS,   OBLIGATIONS  AND  LIABILITIES   SHALL  BE  SECURED   OBLIGATIONS
HEREUNDER.

     "SECURITY INTEREST": shall mean the assignments,  security interests, other
Liens and rights of setoff in, or with respect to, the  Collateral  provided for
or effected by this Agreement.

     "SPECIFIED ADDITIONAL CLOSING DOCUMENTS":

          (i)  a true  and  complete  copy  of  any  such  additional  financial
               statements of the Borrower as Lender shall reasonably request.

          (ii) landlord's waivers.

          (iii)Pay proceeds letter,  termination  agreement,  mortgage  releases
               and UCC-3 termination statements executed by the Existing Lender.

          (iv) Finance indemnity letter of Existing Lender.

          (v)  (a) current Borrowing Base Certificate;

               (b)  inventory listings;

               (c)  accounts receivable agings; and

               (d)  accounts receivable reconciliations.

          (vi) title report.

          (vii)stock  certificates  and stock  powers,  in blank with respect to
               pledged stock of TFCI 

<PAGE>
                                      -18-



               and AVest.

     "SPECIFIED  COVENANT  TESTS":  the  covenants set forth in Sections 5.10 to
5.13 of the Credit Agreement.

     "SPECIFIED  PENNSYLVANIA  AND CONNECTICUT TAX RETURNS:  certain tax returns
for the  States of  Pennsylvania  and  Connecticut  for prior  years;  provided,
however,  that the total  amount  owing with  respect to all such years does not
exceed $15,000 in the aggregate.

     "SUBSIDIARY":  as to any Person,  shall mean a corporation,  partnership or
other  entity  of which  shares  of stock or other  ownership  interests  having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation,  partnership or
other  entity are at the time owned,  or the  management  of which is  otherwise
controlled, directly or indirectly through one or more intermediaries,  or both,
by such Person.

     "TANGIBLE NET WORTH":  at any particular  date,  for any Person,  the total
shareholder's  equity (including  capital stock,  additional paid-in capital and
retained  earnings  after  deducting  treasury  stock)  which would  appear on a
balance sheet of such Person  prepared as of such date in accordance  with GAAP,
LESS the aggregate book value of the  Intangible  Assets of such Person shown on
such balance sheet.

     "TAX": in relation to any LIBOR Revolving Credit Portion and the applicable
LIBOR Rate, any tax, levy, impost,  duty,  deduction,  withholding or charges of
whatever  nature  required  by any  Legal  Requirement  (i) to be paid by Lender
and/or  (ii) to be withheld or  deducted  from any  payment  otherwise  required
hereby to be made by Borrower to Lender; PROVIDED, that the term "Tax" shall not
include any taxes imposed upon the net income of Lender.

     "TELERATE  PAGE  3750":  the display  designated  as "Page 3750" on the Dow
Jones  Telerate  Service  (or such other page as may  replace  that page on that
service for the purpose of displaying  London  interbank  offered rates of major
banks).

     "TRADE DEBT":  Liabilities which consists of trade liabilities  incurred in
the ordinary  course of business and payable in accordance  with customary trade
practices.

     "TRADE DEBT DEFAULT AMOUNT": $50,000.

     "UCC": the Uniform Commercial Code.