<PAGE>

                                                                   EXHIBIT 10(C)


                                PLEDGE AGREEMENT

     PLEDGE  AGREEMENT,  dated  as of July 9,  1997,  made by  Astrex,  Inc.,  a
Delaware corporation,  having offices at 205 Express Street, Plainview, New York
11803 (the  "Pledgor"),  in favor of Fleet  National  Bank,  a national  banking
association,  having offices at One Landmark Square, Stamford, Connecticut 06901
(the "Secured Party").


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


     WHEREAS, T.F. Cushing, Inc., a Massachusetts  corporation having offices at
126  Myron  Street,  West  Springfield,   Massachusetts  01089  ("TFCI"),  is  a
wholly-owned  subsidiary  of Pledgor  and  Pledgor is the record and  beneficial
owner of 99 shares of the common stock,  no par value, of TFCI (the "TFCI Common
Stock"); and

     WHEREAS,  AVest, Inc., a Delaware corporation having offices at 205 Express
Street,  Plainview,  New York ("AVest"), is a wholly-owned subsidiary of Pledgor
and  Pledgor is the  record and  beneficial  owner of  11,725,907  shares of the
common stock,  par value $0.001 per share of AVest (the "AVest  Common  Stock");
and

     WHEREAS,  the TFCI Common Stock and the AVest  Common Stock  (collectively,
the "Common Stock") constitute 100% of the issued and outstanding  capital stock
of each of TFCI and AVest, respectively; and

     WHEREAS,  simultaneously  with the  execution  and  delivery of this Pledge
Agreement,  the Pledgor and the Secured  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,  the execution and delivery of this Pledge Agreement by Pledgor is
a  condition  precedent  to the  Secured  Party  extending  any  credit or other
financial accommodations to the Pledgor under the Credit Agreement; and

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

     NOW, THEREFORE,  in consideration of the premises and to induce the Secured
Party to extend any credit or any other financial  accommodation  to the Pledgor
under the Credit Agreement,  and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the Pledgor hereby
agrees with the Secured Party as follows:

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                                      -2-


     1. DEFINED TERMS. The following terms shall have the following  meanings as
used herein:

     "BUSINESS DAY": any day other than Saturday or Sunday or other day in which
     banks are authorized to be closed in the State of Connecticut.

     "CODE":  the  Uniform  Commercial  Code  from time to time in effect in the
     State of Connecticut.

     "COLLATERAL":  any and all of the following  (whether any item is mentioned
     once or more than once and whether  now  existing or arising at any time(s)
     in the  future):  (i) the  shares of Common  Stock  listed  on  Schedule  I
     attached hereto and made a part hereof, (ii) all other Pledged Stock, (iii)
     any and all other property  (tangible or intangible)  identified  herein as
     additional collateral,  and (iv) any and all Proceeds of any and all of the
     foregoing.

     "EVENT OF DEFAULT":  the occurrence of any of the following (whether or not
     an event or  circumstance  is  mentioned  once or more than once):  (i) any
     failure  of the  Pledgor to pay when due  (whether  due at  maturity  or by
     reason of demand or acceleration or otherwise) any other Obligation  beyond
     any  period  of grace  (if any)  applicable  thereto;  (ii) any  "Event  of
     Default" as defined in the Credit  Agreement or the occurrence or existence
     of any other event or  condition  the effect of which event or condition is
     to cause,  or permit the Secured Party to cause,  with the giving of notice
     if required, any of the liabilities or other obligations of the Borrower or
     any of the  Obligations  to become due prior to its stated  maturity or, in
     the case of any such  liabilities or other  obligations or any  Obligations
     consisting  of a  guaranty  or the  like,  to  become  payable;  (iii)  any
     representation  or warranty  made by the Pledgor  hereunder  proves to have
     been incorrect or misleading in any material  respect;  (iv) any default by
     the Pledgor in the observance or performance of Section 5(b) hereof; or (v)
     any default by the Pledgor in the  observance or  performance  of any other
     covenant or  agreement  set forth herein and such  default  shall  continue
     unremedied  for a period of thirty (30) calendar days after written  notice
     of such default shall have been given to the Pledgor by the Secured Party.

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

     "OBLIGATIONS":  any and all Secured  Obligations as such term is defined in
     the Credit  Agreement.  The  Obligations  shall  include,  but shall not be
     limited to, all  

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                                      -3-



     indebtedness,   liabilities,   covenants  and  duties  of,  all  terms  and
     conditions  to be  observed  by, and all other  obligations  of the Pledgor
     under this Pledge Agreement, whether now existing or hereafter arising.

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

     "PLEDGE  AGREEMENT":  this  Pledge  Agreement,  as  same  may  be  amended,
     supplemented or otherwise modified from time to time.

     "PLEDGED  STOCK":  any and all of the  following:  (i) the shares of Common
     Stock listed on Schedule I attached hereto and made a part hereof, (ii) all
     capital stock,  rights,  options, or other securities  identified herein as
     additional  collateral  and (iii) any and all stock  certificates  or other
     instruments or other  writings  evidencing  any stock,  rights,  options or
     other securities referred to in clauses (i) or (ii) above.

     "PROCEEDS":  proceeds of every kind, nature and description and in whatever
     form (whether cash or non-cash) including,  but not limited to, any and all
     dividends or other income from the Pledged  Stock,  collections  thereon or
     distributions with respect thereto.

     2. GRANT OF SECURITY  INTEREST.  The Pledgor hereby delivers to the Secured
Party all the  Pledged  Stock  listed on  Schedule  I and  hereby  grants to the
Secured  Party  a  first  priority  security  interest  in  the  Collateral,  as
collateral security for the full and prompt payment,  performance and observance
when due  (whether  due at the  stated  maturity,  by  demand,  acceleration  or
otherwise) of the Obligations.

     This Pledge  Agreement shall create a continuing  security  interest in the
Collateral which shall remain in effect until all the Obligations,  now existing
or hereafter arises, shall have been paid in full and the Credit Agreement,  the
Note and the Security Documents shall no longer be in effect.

     3. STOCK  POWERS.  Concurrently  with the delivery to the Secured  Party of
each certificate or other  instrument or other writing  representing one or more
shares of Pledged  Stock,  the  Pledgor  shall  deliver an undated  stock  power
covering such certificate, instrument or other writing duly executed in blank by
the Pledgor with, if the Secured Party so requests, signature guaranteed.

     4.  REPRESENTATIONS  AND  WARRANTIES.  The Pledgor  represents and warrants
that:
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                                      -4-


     (a) the shares of Pledged Stock listed on Schedule I constitute 100% of all
the issued and outstanding shares of all classes of the capital stock of each of
TFCI and AVest;

     (b) all the shares of the Pledged Stock listed on Schedule I have been duly
and validly issued and are fully paid and nonassessable and there are no pending
or contingent restrictions on transferability;

     (c) the Pledgor is the record,  legal and beneficial owner of, and has good
and marketable title to, the Pledged Stock listed on Schedule I, free of any and
all Liens or options in favor of, or claims  of,  any other  Person,  except the
Lien created by this Pledge Agreement;

     (d) upon delivery to the Secured Party of the stock certificates evidencing
the Pledged Stock listed in Schedule I, the security  interest  granted pursuant
to this Pledge  Agreement  will  constitute a valid,  perfected  first  priority
security interest in the Collateral, enforceable as such against the Pledgor and
all those parties; and

     (e) this Pledge Agreement is the legal, valid and binding obligation of the
Pledgor,  enforceable in accordance with its terms, and the execution,  delivery
and  performance  of this Agreement by the Pledgor does not and will not violate
any applicable law, or any agreement or instrument  applicable to the Pledgor or
any of Pledgor's property.

     5. COVENANTS. The Pledgor covenants and agrees with the Secured Party that,
from and after the date of this Pledge  Agreement until the Obligations are paid
in full, any and all credit facilities between Pledgor and the Secured Party are
terminated and the security  interest  granted pursuant to this Pledge Agreement
is released:

     (a) If the Pledgor (i) shall, as a result of Pledgor's  ownership of any of
the Pledged  Stock,  become  entitled to receive or shall  receive any shares of
capital  stock  (including,  without  limitation,  any shares of  capital  stock
representing  a  stock  dividend  or  a  distribution  in  connection  with  any
reclassification,  increase or reduction of capital or any certificate issued in
connection with any reorganization),  option(s),  rights, or other securities or
other property  whether in addition to, in substitution  of, as a conversion of,
or in exchange  for any shares of any Pledged  Stock,  or  otherwise  in respect
thereof or (ii) shall at any time  otherwise for any reason  receive any capital
stock, options, warrants or other equity securities of each of TFCI and AVest or
any  securities  convertible  into or granting the right to purchase or exchange
for any stock or other equity  securities of each of TFCI and AVest  (whether or
not any of the  securities  referred  to in this  clause (ii) are related to the
Pledged Stock identified on Schedule I or any other Pledged Stock),  the Pledgor
shall accept any and all of the same as the agent of the Secured Party, hold the
same in  trust  for the  Secured  Party  and  deliver  (to the  extent  same are
certificated  or otherwise  evidenced by an instrument or other writing) any and
all certificates,  other instruments or other writings evidencing same forthwith
to the Secured Party 

<PAGE>
                                      -5-


in the exact form  received,  duly endorsed by the Pledgor to the Secured Party,
if required,  together with, to the fullest extent applicable,  an undated stock
power(s)  covering  same duly  executed in blank by the Pledgor and with, if the
Secured Party so requests, signature guaranteed, any and all of the foregoing to
be held by the  Secured  Party,  subject  to the  terms  hereof,  as  additional
collateral security for the Obligations. Any sums paid upon or in respect of the
Pledged Stock (or any other  Collateral)  upon the liquidation or dissolution of
the TFCI  and/or  AVest,  as the case may be,  shall be paid over to the Secured
Party to be held by it  hereunder  as  additional  collateral  security  for the
Obligations,  and in case any  distribution  of  capital  shall be made on or in
respect of the Pledged Stock (or any other  Collateral) or any property (cash or
non-cash) shall be distributed upon or with respect to the Pledged Stock (or any
other Collateral)  pursuant to the  recapitalization  or reclassification of the
capital of the Borrower or pursuant to the reorganization  thereof, the property
so distributed shall be delivered to the Secured Party to be held by the Secured
Party hereunder as additional  collateral  security for the Obligations.  If any
sums of money or property so paid or distributed in respect of the Pledged Stock
(or any other Collateral)  shall be received by the Pledgor,  the Pledgor shall,
until such money or property is paid or  delivered  to the Secured  Party,  hold
such money or  property in trust for the Secured  Party,  segregated  from other
funds of the Pledgor, as additional  collateral security for the Obligations and
so immediately deliver it to the Secured Party.

     (b) Without the prior  written  consent of the Secured  Party,  the Pledgor
will not directly or indirectly (i) vote to enable,  or take any other action to
permit,  TFCI and/or AVest,  as the case may be, to hereafter issue any stock or
other  equity  securities  of  any  nature  or to  issue  any  other  securities
convertible  into or granting the right to purchase or exchange for any stock or
other equity  securities of any nature of TFCI and/or AVest, as the case may be,
(ii) sell,  assign,  transfer,  exchange,  or otherwise dispose of, or grant any
option  with  respect  to, the  Collateral,  or permit any action to be taken in
furtherance of any of the foregoing,  or (iii) create,  incur or permit to exist
any Lien or option in favor of, or any claim of any Person with  respect to, any
of the Collateral or any interest  therein,  except for the Lien provided for by
this Pledge  Agreement  and any other Liens in favor of the Secured  Party.  The
Pledgor will defend the right, title and interest of the Secured Party in and to
the Collateral against the claims and demands of all Persons whomsoever.

     (c) At any time and from  time to time,  upon the  written  request  of the
Secured Party, and at the sole expense of the Pledgor, the Pledgor will promptly
and duly execute and/or deliver such further instruments and other documents and
take such  further  actions as the  Secured  Party may  request  to perfect  its
security interest in any and all Collateral, or may otherwise reasonably request
for the  purposes of obtaining or  preserving  the full  benefits of this Pledge
Agreement and of any and all of the rights,  remedies and powers herein granted.
If any amount payable under or in connection with any of the Collateral shall be
or become  evidenced by any promissory  note, other instrument or chattel 

<PAGE>
                                      -6-


paper, such note,  instrument or chattel paper shall be immediately delivered to
the Secured Party, duly endorsed in a manner  satisfactory to the Secured Party,
to be held as additional collateral pursuant to this Pledge Agreement.

     (d) The Pledgor agrees to pay, and to save the Secured Party harmless from,
any and all liabilities  with respect to, or resulting from any delay in paying,
any and all  stamp,  excise,  sales or  other  taxes  which  may be  payable  or
determined to be payable with respect to any of the  Collateral or in connection
with  any of the  transactions  contemplated  by this  Pledge  Agreement  or the
exercise  by  the  Secured  Party  of  any of its  rights,  remedies  or  powers
hereunder.

     6. VOTING RIGHTS; DIVIDENDS. Unless an Event of Default shall have occurred
and be  continuing,  the Pledgor  shall be  permitted to exercise all voting and
corporate  rights with respect to the Pledged  Stock,  PROVIDED,  HOWEVER,  that
Pledgor  covenants to the Secured  Party that no vote shall be cast or corporate
right  exercised or other action taken by Pledgor which,  in the Secured Party's
reasonable judgment,  would impair the Collateral or which would be inconsistent
with or result in any  violation of any provision of any agreement or instrument
relating to any Obligation or any agreement or instrument  between Secured Party
and Borrower or from Borrower to Secured Party, including without limitation the
Credit Agreement, this Agreement, or any other Financing Document (as defined in
the Credit  Agreement).  The Secured  Party,  if an Event of Default  shall have
occurred  or be  continuing,  shall  have  the  right  to  receive  and  hold as
additional  collateral any dividends or other distributions on the Pledged Stock
or other  Collateral  and, in the event that the Pledgor  shall be  delivered or
otherwise  have received (or be entitled to receive) any such dividends or other
distributions,  Pledgor shall hold same in trust and immediately  turn over same
to the Secured Party who may hold same as additional collateral.

     7. RIGHTS OF THE SECURED PARTY. (a) If any Event of Default shall occur and
be  continuing,  (A) any and all  shares  of the  Pledged  Stock  (and any other
applicable  Collateral) may, at the Secured Party's option, be registered in the
name of the Secured  Party or its nominee,  and/or (B) the Secured  Party or its
nominee may exercise (i) all voting,  corporate and any other rights  pertaining
to the  Pledged  Stock  (and any other  applicable  Collateral),  whether at any
meeting of  shareholders  of TFCI and/or AVest, as the case may be, or otherwise
and/or (ii) any and all rights of  conversion,  exchange,  subscription  and any
other  rights,  privileges  or options  pertaining to the Pledged Stock (and any
other  applicable   Collateral)  as  if  it  were  the  absolute  owner  thereof
(including,  without limitation, the right to exchange at its discretion any and
all of the Pledged Stock (and any other applicable  Collateral) upon the merger,
consolidation,  reorganization,  recapitalization or other fundamental change in
the corporate  structure of TFCI and/or  AVest,  as the case may be, or upon the
exercise by the Pledgor or the Secured  Party of any right,  privilege or option
pertaining  to such  shares  of the  Pledged  Stock  (and any  other  applicable
Collateral),  and in connection therewith,  the right to deposit and 

<PAGE>
                                      -7-


deliver any and all of the Pledged Stock (and any other  applicable  Collateral)
with any committee,  depository,  transfer agent,  registrar or other designated
agency  upon  such  terms  and  conditions  as it may  determine),  all  without
liability  to the  Pledgor,  but the  Secured  Party  shall  have no duty to the
Pledgor to exercise any of the foregoing rights, privileges or options and shall
not be responsible for any failure to do so or delay in so doing.

     (b) The  rights of the  Secured  Party  under this  Agreement  shall not be
conditioned or contingent  upon the pursuit by the Secured Party of any right or
remedy  against the Pledgor or against any other  Person or against any security
or collateral. The Secured Party shall have no obligation or duty (and shall not
be liable for any failure) to demand,  collect, apply or realize upon all or any
part of the  Collateral  or for any delay in doing so, to  collect or to sell or
otherwise dispose of any Collateral  (whether upon the request of the Pledgor or
any  other  Person or  otherwise  and  whether  or not an Event of  Default  has
occurred or the value of the Collateral  has (or may) increase or decrease),  to
advise  the  Pledgor of any  actual or  anticipated  changes in the value of the
Collateral, to act as an investment advisor or insurer of any of the Collateral,
to preserve rights against prior parties,  to protect Collateral  (except,  with
respect to Collateral in its possession, as specifically set forth in Section 12
below), to take any other action whatsoever with regard to the Collateral or any
part  thereof,  or to seek  payment  from any  particular  source,  and any such
obligation  or  duty  is  hereby  waived  to the  fullest  extent  permitted  by
applicable law.

     8.  REMEDIES.  If an Event of Default  shall occur and be  continuing,  the
Secured Party may exercise, in addition to all other rights, remedies and powers
granted in this Pledge  Agreement or in any other  instrument or agreement,  all
rights, remedies, and powers whether as a secured party or otherwise,  under the
Code or other  applicable law. Without limiting the generality of the foregoing,
the Secured Party,  without the need for demand of payment or other  performance
or other  demand,  presentment,  protest,  advertisement  or  notice of any kind
(except any notice  required by law  referred to below) to or upon the  Pledgor,
TFCI, AVest or any other Person (all of which demands, defenses,  advertisements
and  notices  are  hereby  waived),  may at any and all times  demand,  sue for,
collect, receive,  appropriate and/or realize upon any or all of the Collateral,
and/or make any  settlement  or compromise  which the Secured  Party  reasonably
deems desirable with respect to any or all Collateral, and/or sell, assign, give
option or options to  purchase or  otherwise  dispose of and deliver any and all
the Collateral (or contract to do any of the foregoing),  in one or more parcels
at public or  private  sale or sales,  in the  over-the-counter  market,  at any
exchange,  broker's  board or office of the Secured Party or elsewhere upon such
terms and  conditions as it may deem advisable and at such prices as it may deem
best,  for cash or on credit or for future  delivery  without  assumption of any
credit risk. The Secured Party shall have the right upon any such public sale or
sales, and, to the extent permitted by law, upon any such private sale or sales,
to purchase the whole or any part of the  Collateral so sold,  free of any right
or equity of redemption in the Pledgor, which right or equity is, to the fullest
extent  permitted under  applicable law, hereby waived.  The Secured 

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                                      -8-


Party  shall have the right to apply any  Proceeds  from time to time held by it
and the net proceeds of any such collection,  recovery, receipt,  appropriation,
realization or sale,  after deducting all reasonable costs and expenses of every
kind incurred in respect thereof or incidental to the care or safekeeping by the
Secured Party (or any agent or  representative  of the Secured  Party) of any of
the Collateral or in any way relating to the Collateral or the rights,  remedies
or  powers  of the  Secured  Party  hereunder,  including,  without  limitation,
reasonable attorneys' fees and disbursements of counsel to the Secured Party, to
the payment of any and all of the Obligations (whether matured or unmatured), in
such  order and  manner as the  Secured  Party may  elect,  and only  after such
application  and after the  payment  by the  Secured  Party of any other  amount
required  by any  provision  of  law,  including,  without  limitation,  Section
9-504(1)(c) of the Code, need the Secured Party account for the surplus, if any,
to the Pledgor.  To the extent  permitted by applicable  law, the Pledgor waives
all claims, damages and demands it may acquire against the Secured Party arising
out of the  exercise  by the  Secured  Party of any  rights,  remedies or powers
hereunder.  If any notice of a proposed sale or other  disposition of Collateral
shall be required by law, ten (10)  calendar  days prior  written  notice of the
time and place of any public sale or of the time after which any private sale or
other intended disposition is to be made shall be deemed reasonable. The Pledgor
further  waives and agrees not to assert any rights or  privileges  which it may
acquire under  Section 9-112 of the Code.  The Pledgor shall remain fully liable
for any  deficiency  if the  proceeds  of any sale or other  disposition  or any
application of the Collateral are  insufficient  to pay the  Obligations and the
costs and expenses of the Secured  Party.  Nothing  contained in this  Agreement
shall be  interpreted or construed so as to require the Secured Party to realize
upon the Collateral prior to attempting to collect any of the  Obligations,  and
the Secured Party may exercise all of its various rights, remedies and powers in
such order and manner as Secured Party, in its discretion, shall deem advisable.

     9.  REGISTRATION  RIGHTS;  PRIVATE  SALES.  (a) If the Secured  Party shall
determine  to  exercise  its right to sell any or all of the  Pledged  Stock (or
other  applicable  Collateral)  pursuant  to  Section  8  hereof,  and if in the
reasonable  judgment of the Secured  Party it is  necessary or advisable to have
the Pledged Stock (or other applicable  Collateral),  or any portion thereof, to
be sold in a transaction which is required to be registered under the provisions
of the Securities Act of 1933, as amended (the  "Securities  Act"),  the Pledgor
will cause TFCI and/or  AVest,  as the case may be, to (i) execute and  deliver,
and cause the  directors  and officers of the to execute and  deliver,  all such
instruments and documents, and do or cause to be done all such other acts as may
be, in the opinion of the Secured Party,  necessary or advisable to register the
Pledged Stock (and, if requested by the Secured Party,  such other  Collateral),
or that portion thereof to be sold,  under the provisions of the Securities Act,
(ii) use Pledgor's  best efforts to cause the  registration  statement  relating
thereto to become  effective  and to remain  effective  for a period of one year
from  the  date of the  first  public  offering  of the  Pledged  Stock  (and if
requested by the Secured Party,  such other  Collateral) or that portion thereof
to be sold,  and  (iii)  make  all  amendments  thereto  and/or  to the  related
prospectus  which,  in the  opinion  of the  

<PAGE>
                                      -9-


Secured  Party,  are  necessary  or  advisable,   all  in  conformity  with  the
requirements  of the  Securities  Act  and  the  rules  and  regulations  of the
Securities and Exchange  Commission  applicable  thereto.  The Pledgor agrees to
cause TFCI and/or  AVest,  as the case may be, to comply with the  provisions of
the securities or "Blue Sky" laws of any and all jurisdictions which the Secured
Party shall designate and to make available to its security holders,  as soon as
practicable,  an earnings statement which will satisfy the provisions of Section
11(a) of the Securities Act.

     (b) The Pledgor recognizes that the Secured Party may be unable to effect a
public sale of any or all the Pledged Stock (or other applicable Collateral), by
reasons of certain  prohibitions  contained in the Securities Act and applicable
state   securities  laws  or  otherwise   (including   without   limitation  the
impracticability  of such a public sale due to the value of the Pledged Stock or
otherwise),  and may be compelled to resort to one or more private sales thereof
to a restricted group of purchasers which will be obliged to agree,  among other
things,  to acquire such securities for their own account for investment and not
with a view to the distribution or resale thereof.  The Pledgor acknowledges and
agrees  that any such  private  sale may result in prices  and other  terms less
favorable  than if such  sale  were a  public  sale  and,  notwithstanding  such
circumstances,  agrees that any such  private  sale shall be deemed to have been
made in a commercially  reasonable  manner.  The Secured Party shall be under no
obligation to delay a sale of any of the Pledged Stock (or other Collateral) for
the period of time necessary to permit the Borrower to register such  securities
for public sale under the Securities Act, or under  applicable  state securities
laws, even if the Borrower would agree to do so.

     (c) The Pledgor further agrees to use Pledgor's best efforts to do or cause
to be done all such other acts as may be  necessary to make any sale or sales of
all or any portion of the Pledged Stock (or other  Collateral)  pursuant to this
Pledge  Agreement  valid and  binding and in  compliance  with any and all other
applicable  requirements of law. The Pledgor further agrees that a breach of any
of the covenants  contained in this Section 9 will cause  irreparable  injury to
the  Secured  Party,  that the Secured  Party has no  adequate  remedy at law in
respect of such  breach  and,  as a  consequence,  that each and every  covenant
contained  in this  Section  9 shall be  specifically  enforceable  against  the
Pledgor,  and the Pledgor  hereby  waives and agrees not to assert any  defenses
against  an action  for  specific  performance  of such  covenants  except for a
defense that no Event of Default has occurred.

     10. RIGHTS OF SUBROGATION,  CONTRIBUTION,  REIMBURSEMENT OR INDEMNITY.  The
Pledgor  shall not  enforce  any rights  that the  Pledgor  may at any time have
against  TFCI  and/or  AVest,  as the case may be,  any other  guarantor  or any
applicable  collateral,  including,  but not limited to, rights of  subrogation,
exoneration,  indemnity,  reimbursement  and contribution and whether arising by
operation  of law or  otherwise,  until all of the  Obligations  have been paid,
observed  

<PAGE>
                                      -10-


and performed in full, except that this Section shall not apply to routine acts,
such as the  giving  of  notices  and the  filing  of  continuation  statements,
necessary to preserve any such rights.

     11.  CERTAIN  WAIVERS.  The  Pledgor  waives  (i)  diligence,  presentment,
protest,  demand for payment and notice of default or nonpayment to or upon TFCI
and/or AVest, as the case may be, or the Pledgor with respect to the Obligations
or any  obligations or liabilities of the Borrower to the Secured Party and (ii)
the benefit of any  marshalling  doctrine  with  respect to the Secured  Party's
exercise of its rights, remedies or powers hereunder or otherwise.

     12.  LIMITATION ON DUTIES  REGARDING  COLLATERAL.  The Secured Party's sole
duty with respect to the custody,  safekeeping  and  physical  preservation  and
protection of the Collateral in its possession,  under Section 9-207 of the Code
or  otherwise,  shall be to deal with it in the same manner as the Secured Party
deals with similar  securities  and  property  for its own account.  Neither the
Secured Party nor any of its  officers,  employees or agents shall be (i) liable
or  responsible  for any failure to demand,  collect or realize  upon any of the
Collateral  or for any  delay in doing so or for any  change in the value of any
Collateral  (whether  before  or after an Event of  Default)  or (ii)  under any
obligation  to sell or  otherwise  dispose of any  Collateral,  whether upon the
request of the Pledgor or otherwise.

     13. POWERS COUPLED WITH AN INTEREST. All authorizations and agencies herein
contained with respect to the Collateral are irrevocable and powers coupled with
an interest.

     14.  SEVERABILITY.   Any  provision  of  this  Pledge  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.

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

     16. NO WAIVER; CUMULATIVE REMEDIES; WAIVERS AND AMENDMENTS.

          (a) The  Secured  Party  shall  not by any act  (except  by a  written
     instrument  executed and delivered by the Secured Party in accordance  with
     subparagraph (b) below), delay, indulgence, omission or otherwise be deemed
     to have waived any right,  remedy or power  hereunder or to have acquiesced
     in any  Event  of  Default.  No  failure  to  exercise,  nor any  delay  in
     exercising,  on the part of the Secured 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 Secured Party of any right,  remedy or power hereunder on 

<PAGE>
                                      -11-


     any one occasion  shall not be  construed as a bar to any right,  remedy or
     power which the Secured Party would otherwise have on any future  occasion.
     The rights,  remedies and powers of the Secured  Party herein  provided are
     cumulative,  may be exercised  singly or concurrently and are not exclusive
     of any other rights,  remedies or powers  provided by applicable law or any
     other agreement,  instrument or other document.  Secured Party may exercise
     any or all such  rights,  remedies  and powers at any  time(s) in any order
     which Secured Party chooses.

          (b) None of the terms or  provisions  of this Pledge  Agreement may be
     amended,  waived,  supplemented  or otherwise  modified except by a written
     instrument executed and delivered by the party sought to be charged.

     17. SUCCESSORS AND ASSIGNS. This Pledge Agreement shall be binding upon the
successors, assigns, heirs and representatives of the Pledgor and shall inure to
the benefit of the Secured Party and its successors and assigns.

     18. NOTICES.  Notices by one party to the other shall be in writing and may
be given by mail, by overnight mail sent by Federal Express or other  nationally
recognized  overnight courier,  or delivery by hand,  addressed to such party at
the address set forth in the first  paragraph  hereof and shall be deemed  given
(a) in the case of mail,  four (4)  Business  Days after being  deposited in the
mail, first class postage  pre-paid,  (b) in the case of overnight mail, one (1)
Business Day after being sent by overnight mail, and (c) in the case of delivery
by hand,  when  delivered.  Either  party may change its address for delivery of
notices by written  notice to the other in the manner set forth in this  Section
18.

     19.  IRREVOCABLE  AUTHORIZATION  AND  INSTRUCTION TO BORROWER.  The Pledgor
hereby  irrevocably  authorizes  and instructs  each of TFCI and AVest to comply
with any  instruction  received  by it from the  Secured  Party,  on demand,  in
writing  that (a)  states  that an  Event of  Default  has  occurred  and (b) is
otherwise in  accordance  with the terms of this Pledge  Agreement,  without any
other or further instructions from the Pledgor, and the Pledgor agrees that TFCI
and AVest shall be fully protected in so complying.

     20. COSTS AND EXPENSES.  The Pledgor  hereby agrees to pay or reimburse the
Secured  Party,  on  demand,  for all  costs  and  expenses  (including  without
limitation all reasonable  attorneys' fees and  disbursements and the reasonable
fees and  disbursements of all other experts  including  without  limitation all
accountants  and  appraisers)  incurred by the Secured Party in connection  with
administrating,  preserving, defending, protecting, exercising or enforcing this
Pledge  Agreement  or any of its  rights,  remedies  and  powers  hereunder,  or
attempting to do any of the foregoing,  including  without  limitation all costs
and expenses  incurred in connection  with the exercise of any right,  remedy or
power with respect to the Collateral.

<PAGE>
                                      -12-


     21.  INTEGRATION.  This Pledge  Agreement  represents  the agreement of the
Pledgor to the Secured  Party with  respect to the subject  matter  hereof,  and
there  are no  promises,  undertakings,  representations  or  warranties  by the
Secured Party  relative to the subject  matter hereof not expressly set forth or
referred to herein or in the Guaranty.

     22.  GENDER.  Whenever the context  herein so requires,  the neuter  gender
includes the masculine or feminine, and the singular number includes the plural,
and vice-versa.

     23.  COUNTERPARTS.  This Pledge  Agreement may be executed in counterparts,
each of which shall be considered an original but all of which together shall be
deemed one instrument.

     24.  GOVERNING  LAW; JURY TRIAL WAIVER.  (a) THIS PLEDGE  AGREEMENT AND THE
RIGHTS AND  OBLIGATIONS  OF THE  PLEDGOR  UNDER THIS PLEDGE  AGREEMENT  SHALL BE
GOVERNED BY, AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH, THE LAWS OF THE
STATE  OF  CONNECTICUT  WITHOUT  REGARD  TO  PRINCIPLES  OF  CONFLICTS  OF  LAWS
THEREUNDER.

     (b) THE PLEDGOR HEREBY  KNOWINGLY AND VOLUNTARILY  WAIVES 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 CONNECTED WITH, THIS PLEDGE AGREEMENT.

<PAGE>
                                      -13-


     IN WITNESS WHEREOF,  the undersigned has executed and delivered this Pledge
Agreement as of the day and year first above written.


WITNESS:                            ASTREX, INC.


/S/ EDWARD A. WEISS                         /S/ IRENE MARCIC
------------------------                  -------------------------
Name:  Edward A. Weiss                     Name: Irene Marcic
                                           Title:  Vice President

<PAGE>
                                      -14-


                           ACKNOWLEDGMENT AND CONSENT


     Each of TFCI and AVest as referred  to in the  foregoing  Pledge  Agreement
hereby acknowledges receipt of a copy thereof and agrees to be bound thereby, to
comply with the terms thereof insofar as such terms are in any way applicable to
each of them, and to not take any action  inconsistent with such terms. TFCI and
AVest agree to notify the Secured Party promptly in writing of the occurrence of
any of the events described in Section 5(a) of the Pledge Agreement.


                                            T.F. CUSHING, INC.


                                            By:      /S/ IRENE MARCIC
                                            -------------------------
                                            Name:    Irene Marcic
                                            Title:    Vice President


                                            AVEST, INC.


                                            By:      /S/ IRENE MARCIC
                                            -------------------------
                                            Name:  Irene Marcic
                                            Title:  Vice President

<PAGE>
                                      -15-


                                                                      SCHEDULE I
                                    To Pledge
                                    AGREEMENT
                                    ---------




                          DESCRIPTION OF PLEDGED STOCK
================================================================================
 GUARANTOR             OWNED BY      CLASS             STOCK             NO. OF
                                    OF STOCK      CERTIFICATE NO.        SHARES
================================================================================
T.F. Cushing, Inc.    Astrex, Inc.   Common             8                  99
================================================================================
AVest, Inc.           Astrex, Inc.   Common              1           11,725,907
================================================================================