Ex 10.1


                               FACILITY AGREEMENT



                               Dated June 26, 1997



                                     Between



                                 GenRad Limited



                                       and



                         BankBoston, N.A. London Branch







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TABLE OF CONTENTS
-----------------
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Clause                                                                                               Page
------                                                                                               ----
<S>          <C>                                                                                    <C>

1.           INTERPRETATION

             1.1             Terms Defined                                                           1
             1.2             Rules of Interpretation                                                 5
             1.3             Purposes                                                                6

2.           THE FACILITY                                                                            6

3.           INTEREST PAYABLE ON THE ADVANCES

             3.1             Determination of Interest Periods6
             3.2             Rate of Interest                                                        6
             3.3             Time for Payment                                                        6
             3.4             Default Interest                                                        6

4.           CERTAIN LENDING PROVISION

             4.1             Determination of Interest Rate                                          7
             4.2             Alternative Interest Rate                                               7
             4.3             Repayments and Prepayments of                                           7
                             the Advances, etc.
             4.4             Closing Fee                                                             8
             4.5             Payments and Computations                                               8
             4.6             Payments to be Free of                                                  9
                             Deductions
             4.7             Additional Costs, Changes in                                            10
                             Circumstances, etc.
             4.8             Illegality                                                              11
             4.9             Indemnification                                                         11

5.           CONDITIONS PRECEDENT; SECURITY

             5.1             Documentary Conditions Precedent                                        12
             5.2             Further Conditions Precedent                                            12
             5.3             Security; Guarantee                                                     12

6.           REPRESENTATIONS AND WARRANTIES

             6.1             Due Incorporation                                                       12
             6.2             Capacity                                                                13
             6.3             Authority and Enforceability                                            13
             6.4             Compliance with Other Instruments                                       13
             6.5             Financial Statements; Solvency                                          13
             6.6             Material Adverse Events                                                 14
             6.7             Litigation, etc.                                                        14
             6.8             Title                                                                   14
             6.9             Franchises, Patents, Copyrights, etc.                                   14


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                                       ii


             6.10            Indebtedness                                                            14
             6.11            Absence of Undisclosed Liabilities                                      14
             6.12            Taxes                                                                   15
             6.13            Insurance                                                               15
             6.14            Activities in Compliance with Other                                     15
                             Instruments and Laws
             6.15            Subsidiaries                                                            15
             6.16            No Unmatured Events of Default                                          16
                             or Events of Default
             6.17            Collateral                                                              16
             6.18            Governmental Approvals                                                  16
             6.19            Disclosure                                                              16

7.           CERTAIN AFFIRMATIVE COVENANTS

             7.1             Financial Statements, Reports                                           16
                             and Inspection
             7.2             Insurance                                                               17
             7.3             Inspection of Properties and Books                                      17
             7.4             Compliance with Laws, Contracts,                                        17
                             Licenses, and Permits
             7.5             Notice of Default, etc.                                                 17
             7.6             Maintenance of Existence, Licenses                                      18
                             and Properties
             7.7             Expenses                                                                18
             7.8             Financial Records                                                       18
             7.9             Taxes                                                                   18
             7.10            Conduct of Business                                                     19
             7.11            Use of Proceeds                                                         19
             7.12            Delivery of Landlord's Lien Waiver                                      19
             7.13            Further Assurances                                                      19

8.           CERTAIN NEGATIVE COVENANTS

             8.1             Encumbrances                                                            19
             8.2             Distributions                                                           20
             8.3             Transactions with Affiliates                                            20
             8.4             Sale of Assets                                                          20
             8.5             Acquisition or Merger                                                   20
             8.6             Indebtedness                                                            20
             8.7             Subsidiaries; Limitation on Issuance                                    21
                             of Share Capital
             8.8             Change in Terms and Payment                                             21
                             of Indebtedness
             8.9             Investments                                                             21

9.           EVENTS OF DEFAULT; ACCELERATION

             9.1             Events of Default                                                       22
             9.2             Remedies Not Exclusive                                                  24


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                                      iii


10.          SETOFF                                                                                  24

11.          MISCELLANEOUS

             11.1            Consents, Amendments, Waivers, etc.                                     24
             11.2            Assignment and Novation                                                 25
             11.3            Notices                                                                 25
             11.4            Governing Law; Place of Jurisdiction                                    26
             11.5            Severability                                                            26
             11.6            Counterparts                                                            26
             11.7            Entire Agreement                                                        26

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                                       iv


LIST OF SCHEDULES
-----------------

The First Schedule                         Calculation of Additional Cost

The Second Schedule                        Documentary Conditions Precedent
                                           To The Advance

The Third Schedule                         Subsidiaries

The Fourth Schedule                        Presently Existing Encumbrances

The Fifth Schedule                         Presently Existing Indebtedness

The Sixth Schedule                         Disclosure Letter


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THIS FACILITY AGREEMENT is made the 26th day of June, 1997.

BY AND AMONG

(1)      GENRAD LIMITED, a limited liability company incorporated in England and
         Wales (registered number 790061 whose registered office is at Orion
         Business Park, Bird Hall Lane, Stockport, Cheshire SK3 0XG (the
         "Borrower"); and

(2)      BANKBOSTON, N.A., LONDON BRANCH, a national banking association
         organized under the laws of the United States of America acting through
         its London Branch at 39 Victoria Street, London SW1H OED (the "Bank");

         NOW IT IS HEREBY AGREED:


Clause 1.  INTERPRETATION.
           ---------------

         1.1 Terms Defined. In this Agreement, the following terms shall have
the respective meanings set forth below:

         "Additional Cost" shall mean in relation to any period, a percentage
calculated for such period at an annual rate determined by the application of
the formula set out in The First Schedule hereto.

         "Advance" shall mean the advance under the Facility made or to be made
to the Borrower pursuant to Clause 2 hereof.

         "Affiliate" shall mean any Person directly or indirectly controlling,
controlled by or under direct or indirect common control with any member of the
Affiliate Group (or other specified Person).

         "Affiliate Group" shall mean, collectively, the Borrower, Holdings, the
Parent, and each of their respective Subsidiaries.

         "Applicable Margin" shall mean, in relation to interest payable on the
Advance, 1.25% per annum.

         "Audited Financials" shall have the meaning assigned to such term in
Clause 6.5.

         "Bank" shall have the meaning assigned to such term in the recitals
hereto.

         "Borrowing Date" shall mean in relation to the Advance, the day on
which the Advance is made to the Borrower.


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                                      -2-


         "Business Day" shall mean a day (other than a Saturday or a Sunday) on
which banks are open for business in London, England.

         "Disclosure Letter" shall mean the disclosure letter to be submitted by
the Borrower to the Bank on the date hereof in the form set out in The Sixth
Schedule to this Agreement.

         "Distribution" shall mean (a) the declaration or payment of any
dividend on or in respect of any Shares of any class of any Person, other than
dividends payable solely in Shares of such Person, or (b) the purchase,
redemption or other retirement of any Shares of any class of any Person,
directly or indirectly through a Subsidiary or otherwise, or (c) the return of
capital by any Person to its shareholders as such, or (d) any other distribution
on or in respect of any Shares of any class of any Person.

         "Encumbrances" shall mean any mortgage, charge (whether fixed or
floating), pledge, lien, hypothecation, assignment, security interest, title
retention or other encumbrance of any kind securing or any right conferring a
priority of payment in respect of any obligation of any person.

         "Event of Default" shall mean any of the events described in Clauses
9.1(a) through (m) (inclusive) hereof.

         "Facility" shall mean the Sterling term loan facility of up to
(pound)7,250,000 referred to in Clause 2.

         "GAAP" shall mean generally accepted accounting principles in the
United Kingdom, applied on a consistent basis.

         "Hazardous Substances" shall mean that term as defined in Clause 6.14
hereof.

         "Holdings" shall mean GenRad Holdings Limited (Registered No. 1761564),
a limited liability company incorporated in England and Wales and the legal and
beneficial owner of all of the issued share capital of the Borrower.

         "Indebtedness" shall mean, as to any Person, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (c)
all obligations of such Person to pay the deferred purchase price of property or
services, (d) all obligations of such Person for reimbursement (whether
contingent or liquidated) of amounts drawn under letters of credit, performance
bonds or guarantees issued for the account of such Person, (e) all obligations
of such Person as lessee under equipment finance leases, (f) all obligations
secured by any mortgage, charge, lien, security interest or other encumbrance,
to which any property or asset owned or held by such Person is subject, whether
or not the obligation secured thereby shall have been assumed, and (g) all
Indebtedness of others guaranteed by such Person.


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                                      -3-


         "Interest Payment Date" shall mean any date on which a payment of
interest is due on the Advance pursuant to the terms hereof.

         "Interest Period" shall mean with respect to the Advance (i) initially,
as specified by the Borrower in writing, the period commencing on the Borrowing
Date of the Advance and expiring 1, 3 or 6 months thereafter (or as may be
otherwise agreed by the Bank), and (ii) thereafter as specified by the Borrower
in a written notice furnished to the Bank no later than 11:00 a.m. (London time)
one (1) Business Day prior to the Rate-fixing Day with respect to the Advance,
any successive periods of 1, 3 or 6 months (or as may be otherwise agreed by the
Bank), commencing on the same day on which the immediately preceding Interest
Period with respect to the Advance shall have expired. If the Borrower does not
elect otherwise, each Interest Period with respect to an Advance shall be three
(3) months (or such shorter period as will result in the Interest Period not
extending beyond the Termination Date). The number of days in each Interest
Period and the particular day on which each Interest Period ends and the next
begins shall be fixed by the Bank in accordance with generally accepted practice
and notified to the Borrower on the Rate-fixing Day therefor. If any Interest
Period would otherwise end on a day which is not a Business Day, such Interest
Period shall end and the next Interest Period shall commence on the next
succeeding day which is a Business Day. Any Interest Period which begins on the
last 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 end on the last Business Day of a calendar month.

         "Interim Financials" shall have the meaning assigned to such term in
Clause 6.5.

         "LIBOR" shall mean, at the time any determination thereof is to be made
for any Interest Period, the rate at which the Bank, in accordance with its
normal practice, is able to obtain like deposits in Sterling in the London
interbank offered market for a period comparable in length to such Interest
Period.

         "Loan Documents" shall mean, collectively, this Agreement, the Security
Documents, the Parent Loan Agreement and any other documents or instruments
delivered or to be delivered by any member of the Affiliate Group pursuant
hereto or thereto.

         "Material Adverse Change" shall have the meaning assigned to such term
in Clause 6.6.

         "Obligations" shall mean all Indebtedness, obligations and liabilities
to the Bank existing on the date of this Agreement or arising thereafter, direct
or indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation
of law or otherwise of the Borrower and its Subsidiaries arising or incurred
under this Agreement or the other Loan Documents or in respect of the Advance
hereunder or pursuant to any instruments at any time evidencing any of the
foregoing.

         "Outstanding Amount" shall mean in relation to the Advance at any time,
the principal amount of the Advance outstanding at that time.


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                                      -4-


         "Parent" shall mean GenRad, Inc., a Massachusetts, U.S.A. corporation,
and the legal and beneficial owner of all of the issued share capital of
Holdings.

         "Parent Guarantee" shall mean that term as defined in Clause 5.3
hereof.

         "Parent Loan Agreement" shall mean the Amended and Restated Revolving
Credit Agreement, dated as of 6 May, 1997 by and among the Parent, the Borrower,
GenRad Europe Limited, a limited liability company incorporated in England and
Wales, the financial institutions party thereto from time to time and
BankBoston, N.A. as agent for such financial institutions, as the same may be
amended, modified, supplemented or restated and in effect from time to time.

         "Person" shall mean any natural person, corporation, limited liability
company, partnership, limited liability partnership, firm, association,
government, governmental agency or any other juridical entity, whether acting in
an individual, fiduciary or other capacity.

         "Qualifying Bank" shall mean a bank for the purposes of section 349 of
the Income and Corporations Taxes Act 1988 (or any statutory amendment,
modification or re-enactment thereof), which is within the charge to the United
Kingdom corporation tax as respects any interest payable or paid to it under
this Agreement.

         "Rate-fixing Day" shall mean in relation to the Advance, the Business
Day on which any Interest Period relating to the Advance begins.

         "Restricted Payment" shall mean any payment to any Affiliate of the
Borrower or any of its Subsidiaries in respect of any indebtedness or other
obligation of the Borrower or any of its Subsidiaries to such Person.

         "Security Documents" shall mean all documents executed or to be
executed for the purpose of giving to the Bank security or any other form of
support in connection with any of the Obligations, including, without
limitation, the Parent Guarantee, and those security documents listed in The
Second Schedule hereto.

         "Shares" shall mean any type of shares or other units of equity capital
of any kind, whether or not such units are certificated.

         "Sterling" and "(pound)" shall mean the lawful currency for the time
being of the United Kingdom.

         "Sterling Equivalent" shall mean, on any particular date, with respect
to any amount denominated in Sterling, such amount of Sterling, and with respect
to any amount denominated in a currency other than Sterling (the "Second
Currency"), the amount of Sterling which could be purchased by the Bank (in
accordance with its usual practice) with that amount of the Second Currency at
the spot rate of exchange in the London Foreign Exchange Market at or about
11:00 a.m. (London time) on such date for the purchase of Sterling with the
Second Currency.


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                                      -5-


         "Subsidiary" shall mean (a) when used to determine the relationship of
one Person which is a company incorporated in England to another Person, that
term as defined by Clause 736 of the Companies Act 1985 (as amended by Clause
144 of the Companies Act 1989), and (b) when used to determine the relationship
of one Person which is not a company incorporated in England to another Person,
that other Person of which the first Person shall own directly or indirectly
through a Subsidiary or Subsidiaries at least a majority (by number of votes) of
the Shares or similar interests, of any class or classes (however designated),
the holders of which are entitled, as such holders, to vote for the election of
a majority of the directors (or persons performing similar functions) of such
other Person, whether or not the right so to vote exists by reason of the
happening of a contingency.

         "Taxes" or "Tax" shall mean taxes, levies, imposts, duties or other
charges of whatsoever nature imposed by any government or any political
subdivision or taxing authority thereof on the Bank, as the case may be, other
than any such charges or tax on or measured by the overall net income, net worth
or shareholders' capital of such Person.
         "Termination Date" shall mean 26 June 2002.

         "Unmatured Event of Default" shall mean an event, act or occurrence
which with the giving of notice or the lapse of time, or with both thereof,
would become an Event of Default.

         1.2      Rules of Interpretation.

         (a) A reference to any document or agreement shall include such
document or agreement as amended, modified or supplemented from time to time in
accordance with its terms and the terms of this Agreement.

         (b) The singular includes the plural and the plural includes the
singular.

         (c) A reference to any law includes any amendment or modification to
such law.

         (d) A reference to any Person includes its permitted successors and
permitted assigns.

         (e) Accounting terms not otherwise defined herein have the meanings
assigned to them by GAAP applied on a consistent basis by the accounting entity
to which they refer.

         (f) The words "include", "includes" and "including" are not limiting.

         (g) Reference to "this Agreement" and the "Agreement" refers to this
Facility Agreement and reference to a particular Clause or subclause refers to
that clause or subclause of this Agreement unless otherwise indicated.

         (h) The words "herein", "hereof', "hereunder" and words of like import
shall refer to this Agreement as a whole and not to any particular section or
subdivision of this Agreement.


<PAGE>
                                      -6-


         (i) Clause headings are inserted for convenience only and have no legal
effect.

         (j) References to clauses, schedules and exhibits are to be construed
as references to the clauses of, schedules to and exhibits to this Agreement,
and references to this Agreement include its schedules and exhibits.

         1.3 Purposes. This Agreement sets out the terms and conditions upon and
subject to which the Bank will make available to the Borrower a loan of up to
(pound)7,250,000 to be used for the purpose of repaying Indebtedness owed to the
Parent and other members of the Affiliate Group, the entire proceeds of which
repayment (without deduction) will be used to purchase furniture and fixtures
for the Parent's leased office space in Westford, Massachusetts.


Clause 2.  THE FACILITY.
           -------------

         The Bank, relying upon each of the representations and warranties in
Clause 6, and subject to the terms and conditions set forth in this Agreement,
agrees to lend the Borrower on the Borrowing Date, in one Advance, the Facility
in the principal sum of (pound)7,250,000.


Clause 3.  INTEREST PAYABLE ON THE ADVANCE.
           --------------------------------

         3.1 Determination of Interest Periods. The Borrower shall furnish to
the Bank not later than 11:00 a.m. (London time) one (1) Business Day prior to
the Borrowing Date a written notice specifying the initial Interest Period with
respect to the Advance. No later than 11:00 a.m. (London time) one (1) Business
Day prior to the Rate-fixing Day for any succeeding Interest Period with respect
to the Advance the Borrower shall notify the Bank in writing of the Borrower's
determination of the duration of such succeeding Interest Period.

         3.2 Rate of Interest. The rate of interest which shall be payable by
the Borrower on the unpaid principal amount of the Advance outstanding and not
yet overdue shall be the annual percentage rate of interest determined by the
Bank to be the sum of (i) the LIBOR applicable to the Advance, plus (ii) the
Applicable Margin, plus (iii) the Additional Cost.

         3.3 Time for Payment. The Borrower hereby absolutely and
unconditionally promises to pay interest on the unpaid principal amount of the
Advance to the Bank in arrears on (i) the last day of each Interest Period,
provided that if the duration of any such Interest Period is longer than three
(3) months the Borrower shall pay the accrued interest on the last Business Day
of each successive three (3) month period within such Interest Period and on the
last day of the Interest Period relating thereto, and (ii) the date the Advance
is repaid in full.

         3.4      Default Interest.

                  (a) If the Borrower fails to pay any amount payable by it
         under this Agreement when due it shall, upon demand by the Bank from
         time to time, pay interest on the overdue amount from the due date up
         to the date of 


<PAGE>
                                      -7-


         actual payment, both before and after judgment, at a rate (the "default
         rate") determined by the Bank to be three percent (3.00%) per annum
         above the interest rate payable on the overdue amount under Clause 3.2
         immediately prior to the due date therefore.

                  (b)  The default rate shall be determined on each Business 
         Day.

                  (c) Default interest shall be compounded at the end of each
         calendar month.


Clause 4. CERTAIN LENDING PROVISIONS.
          ---------------------------

         4.1 Determination of Interest Rate. Each determination of any interest
rate by the Bank pursuant to the terms hereof with respect to the Advance shall
be conclusive in the absence of manifest error.

         4.2 Alternative Interest Rate. Except as otherwise provided in this
Agreement, if the Bank shall reasonably determine that adequate and reasonable
methods do not exist for ascertaining LIBOR on any Rate-fixing Day, the Bank
will so notify the Borrower as soon as practicable on such day, which notice
shall be conclusive and binding, and then (a) the Interest Period for the
Advance shall be three (3) months (the "Alternative Interest Period") and (b)
the Bank shall calculate interest on the principal amount of the Advance by
substituting for LIBOR the rate per annum determined by the Bank to be that
which fairly expresses as a percentage per annum the cost to the Bank of funding
such principal amount, from whatever source the bank may select in good faith,
during such Alternative Interest Period, as certified by the Bank to the
Borrower.

         4.3      Repayments and Prepayments of the Advances, etc.

                  (a) The Borrower absolutely and unconditionally promises to
         (i) repay the principal sum of the Advance in twenty (20) equal
         quarterly instalments of (pound)362,500 each, with each such instalment
         to be paid on the last Business Day of each successive three (3) month
         period during the term of this Agreement commencing with the first such
         payment on 26 September 1997 and ending with the last such payment on
         the Termination Date and (ii) pay to the Bank on the Termination Date
         the entire unpaid amount of all other Obligations, if any, then
         outstanding.

                  (b) The Borrower may, pursuant to this subclause (b), by
         providing three (3) Business Days' prior written notice to the Bank,
         elect to prepay the principal of the Advance outstanding at any time in
         full or in part without premium or penalty, except as provided in
         Clause 4.9 hereof, provided that the amount of any partial prepayment
         of the unpaid principal of the Advance pursuant to this subclause (b)
         shall be in an integral multiple of (pound)30,000.

                  (c) Every notice of prepayment shall be effective only on
         actual receipt by the Bank, shall be irrevocable and shall oblige the
         Borrower to make such prepayment on the date specified. No amount
         prepaid may be reborrowed and any amount prepaid pursuant to subclause
         (b) shall be applied in 


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                                      -8-


         reducing the repayment instalments in subclause (a) in inverse order of
         their due dates for payment. The Borrower may not prepay the Advance or
         any part thereof save as expressly provided in this Agreement.

                  (d) The obligation of the Borrower to repay all amounts
         borrowed by it hereunder, all interest thereon and all other amounts
         payable by it in respect thereof shall be evidenced by this Agreement,
         it being the intention of the parties hereto that the Borrower's
         obligation with respect to any amounts owed by the Borrower hereunder
         is evidenced only as stated herein and in the other Loan Documents and
         not by separate promissory notes or other instruments.


         4.4      Closing Fee.

         On the date hereof the Borrower shall pay to the Bank a fee in the sum
of (pound)27,187.50.


         4.5      Payments and Computations.

                  (a) Sterling is the currency of account and payment for each
         and every sum at any time due from the Borrower hereunder; provided
         that:

                           (i) each payment in respect of costs and expenses
                  shall be made in the currency in which the same were incurred;
                  and

                          (ii) any amount expressed to be payable in a currency
                  other than Sterling shall be paid in that other currency.

                  (b) If any sum due from the Borrower under this Agreement or
         any order or judgment given or made in relation hereto has to be
         converted from the currency (the "first currency") in which the same is
         payable hereunder or under such order or judgment into another currency
         (the "second currency") for the purpose of (i) making or filing a claim
         or proof against the Borrower, (ii) obtaining an order or judgment in
         any court or other tribunal or (iii) enforcing any order or judgment
         given or made in relation hereto, the Borrower shall indemnify and hold
         harmless each of the Persons to whom such sum is due from and against
         any loss suffered as a result of any discrepancy between (A) the rate
         of exchange used for such purpose to convert the sum in question from
         the first currency into the second currency and (B) the rate or rates
         of exchange at which such Person may in the ordinary course of business
         purchase the first currency with the second currency upon receipt of a
         sum paid to it in satisfaction, in whole or in part, of any such order,
         judgment, claim or proof.

                  (c) On each date on which this Agreement requires an amount to
         be paid by the Borrower hereunder, the Borrower shall make the same
         available to the Bank to such account of the Bank as the Bank shall
         have notified the Borrower in writing.

                  (d) Save as provided in the definition of Interest Period, if
         any sum would, but for the provisions of this subclause (d), become due
         and payable 


<PAGE>
                                      -9-


         hereunder on a day which is not a Business Day, then such sum shall
         become due and payable on the Business Day next succeeding the day on
         which such sum would otherwise have become due and payable hereunder.

                  (e) All computations of interest payable hereunder shall be
         made by the Bank on the basis of the actual number of days elapsed and
         on a 365-day year.


         4.6      Payments to be Free of Deductions.

                  (a) All payments by the Borrower under this Agreement shall be
         made without set-off or counterclaim and free and clear of and without
         deduction for any Taxes, charges, fees, deductions, withholdings,
         compulsory loans, restrictions or conditions of any nature now or
         hereafter imposed or levied by any country or any political subdivision
         thereof or taxing or other authority therein unless the Borrower is
         compelled by law to make such deduction or withholding. If any such
         obligation is imposed upon the Borrower with respect to any amount
         payable by it hereunder, the Borrower will pay to the Bank, on the date
         on which the said amount becomes due and payable hereunder, such
         additional amount as shall be necessary to enable the Bank to receive
         the same net amount which it would have received on such due date had
         no such obligation been imposed upon the Borrower.

                  (b) In the event that the Bank actually receives from any such
         taxing or other authority any credit, repayment, relief or rebate in
         respect of any such deduction or withholding for which the Borrower has
         paid it an additional amount pursuant to Clause 4.6(a) above, the Bank
         will promptly after the date of such credit, repayment, relief or
         rebate pay to the Borrower the amount of such credit, repayment, relief
         or rebate, less the aggregate amount of any costs or expenses which the
         Bank shall have sustained or incurred in connection with or as a result
         of the obtaining of such credit, repayment, relief or rebate, but not
         including the normal expenses incurred by the Bank in filing those tax
         forms it would otherwise have been required to file without regard to
         such credit, repayment, relief or rebate and provided that if the Bank
         has made a payment to the Borrower pursuant to this Clause 4.6 (b) on
         the basis of any credit, repayment, relief or rebate which is
         subsequently disallowed, then the Borrower shall repay, immediately
         upon demand, the amount of such payment. Nothing herein contained shall
         interfere with the right of the Bank to arrange its tax affairs in
         whatever manner it thinks fit and, in particular, it shall not be under
         any obligation to claim relief from tax on its corporate profits or
         from any similar tax liability, or to claim such relief in priority to
         any other claims of relief, credits or deductions available to it or to
         disclose details of its tax affairs.

                  (c) The Bank hereby represents to the Borrower that it is on
         the date hereof a Qualifying Bank and agrees to advise the Borrower
         promptly if at any time it ceases to be a Qualifying Bank.

                  (d) If the Bank is not or ceases to be a Qualifying Bank then
         (save in circumstances where the Bank has ceased to be a Qualifying
         Bank by reason of any change in law, regulation or double taxation
         treaty or its application 


<PAGE>
                                      -10-


         or interpretation, in each case taking effect after the date of this
         Agreement), the Borrower shall not be liable to pay to the Bank under
         this Clause 4.6 any amount in respect of taxes levied or imposed by any
         taxing authority of or in the United Kingdom in excess of the amount
         the Borrower would have been obliged to pay if the Bank had been, or
         had not ceased to be, a Qualifying Bank.


         4.7  Additional Costs, Changes in Circumstances, etc.

                  (a) Anything herein to the contrary notwithstanding, if any
         law which becomes effective or is implemented on or after the date
         hereof (which expression, as used in this Agreement, includes statutes
         and rules and regulations thereunder and interpretations thereof by any
         competent court or by any governmental or other regulatory body or
         official charged with the administration or the interpretation thereof
         and requests, directives, instructions and notices at any time or from
         time to time heretofore or hereafter made upon or otherwise issued to
         the Bank by any central bank or other fiscal, monetary or other
         authority, whether or not having the force of law) shall (i) subject
         the Bank to any Tax, charge, fee, deduction or withholding of any
         nature with respect to this Agreement, the amount of the Advance, or
         the payment to such Bank of any amounts due to it hereunder, or (ii)
         materially change the basis of taxation of payments to the Bank (as
         reasonably determined by the Bank) of principal or interest or any
         other amount payable to the Bank hereunder, or (iii) impose or increase
         or render applicable any special or supplemental deposit or reserve or
         similar requirements or assessment against assets held by, or deposits
         in or for the account of, or any eligible liabilities of, or advances
         by the Bank in respect of the transaction or transactions contemplated
         herein, or (iv) impose on the Bank any other condition or requirement
         with respect to this Agreement or the Commitment, and the result of any
         of the foregoing is (A) to increase the cost to the Bank of making,
         funding or maintaining all or any part of the Advance, or (B) to reduce
         the amount of principal, interest or other amount payable to the Bank
         hereunder, or (C) to require the Bank to make any payment or to forego
         any interest or other sum payable hereunder, the amount of which
         payment or foregone interest or other sum is calculated by reference to
         the gross amount of any sum receivable or deemed received by the Bank
         from the Borrower hereunder, then, and in each such case not otherwise
         provided for in Clause 4.6 or any other Clause hereunder, the Bank will
         use all reasonable efforts to avoid such circumstances and if those
         efforts fail the Borrower will pay to the Bank, within thirty (30) days
         of the date of an invoice (accompanied by calculations of such
         additional amounts in reasonable detail) issued by the Bank to the
         Borrower with respect thereto, such additional amounts as will be
         sufficient to compensate the Bank for such additional cost, reduction,
         payment or foregone interest or other sum. Such calculations as to
         amounts owed by the Borrower referred to in the preceding sentence
         shall be conclusive and binding upon the Borrower, absent manifest
         error.

                  (b) If any law which becomes effective or is implemented on or
         after the date hereof or any governmental rule, regulation, policy,
         guideline or directive (whether or not having the force of law) or the
         interpretation 


<PAGE>
                                      -11-


         thereof by a court or governmental authority with appropriate
         jurisdiction imposes or increases the amount of capital required or
         expected to be maintained by the Bank, or any corporation controlling
         the Bank, and the Bank determines that the amount of capital required
         is increased by or based upon the existence of the credit facilities
         established hereunder or any Advance made pursuant hereto then the Bank
         shall notify the Borrower of such fact showing the calculation thereof
         in reasonable detail. To the extent that the costs of such increased
         capital requirements are not reflected in the calculation of LIBOR or
         in commissions or fees payable by the Borrower hereunder (and are not
         otherwise adjusted by the provisions of Clause 4.6 or any other Clause
         hereof), the Borrower and the Bank shall thereafter attempt to
         negotiate in good faith an adjustment within thirty (30) days of the
         day on which the Borrower receives such notice. If no such adjustment
         is agreed pursuant thereto within such time, then commencing on the
         date of such notice (but not earlier than the effective date of any
         such change), the amounts payable by the Borrower hereunder shall
         increase by an amount which will, in the reasonable determination of
         the Bank, provide adequate compensation. The Bank shall allocate such
         cost increases among its customers in good faith and on an equitable
         basis.

         4.8 Illegality. If, at any time, it is or becomes unlawful for the Bank
to maintain hereunder or to make or perform any other obligation hereunder in
relation to the Advance made, then the Bank will use all reasonable efforts to
avoid such illegality (including a change in the applicable lending office) and
if those efforts fail deliver the Bank shall deliver to the Borrower a
certificate to that effect and:

                  (a) the Bank shall not thereafter be obliged to maintain the
         Facility hereunder; and

                  (b) if the Bank so requires, the Borrower shall within thirty
         (30) days of demand by the Bank (or such earlier date as may be
         required by applicable law affecting the Bank) repay to the Bank
         without premium or penalty (save as provided in Clause 4.9) an amount
         equal to the outstanding principal sum of the Advance together with
         accrued interest thereon and all other amounts owing to the Bank
         hereunder, whereupon the Facility shall be reduced to zero.

         4.9 Indemnification. In the event that the Borrower shall at any time
repay or prepay any principal of the Advance on a date other than the last day
of the Interest Period with respect thereto, whether such repayment or
prepayment is pursuant to Clause 4 hereof, as a result of acceleration or
otherwise the Borrower shall, within five (5) days of demand by the Bank
accompanied by calculations in reasonable detail pay to the Bank any amounts
required to compensate the Bank for any and all losses, costs and expenses of
the Bank in respect of the Borrower's payment or prepayment on the date of such
payment, including, but not limited to, compensation relating to liquidation or
re-employment of deposits or other funds acquired by the Bank to maintain the
Advance. Such compensation may include, without limitation, an amount equal to
the excess, if any, of (i) the amount of interest which would have accrued on
the amount so paid or prepaid for the period from the date of such payment or
prepayment to the last day of the then current 


<PAGE>
                                      -12-


Interest Period for the Advance at the applicable rate of interest for the
Advance provided for herein, over (ii) the amount of interest (as reasonably
determined by the Bank) which would have been paid on deposits of comparable
amounts having terms comparable to such period placed with it by leading banks
in the relevant market. Any calculations made by the Bank pursuant to the terms
of this Clause 4.9 regarding amounts owed by the Borrower shall be conclusive
and binding on the Borrower and the Bank absent manifest error.


Clause 5. CONDITIONS PRECEDENT; SECURITY.
          -------------------------------

         5.1 Documentary Conditions Precedent. The obligations of the Bank to
make the Advance to the Borrower under this Agreement are subject to the
condition precedent that the Bank has notified the Borrower that it has received
all of the documents set out in The Second Schedule hereto in form and substance
satisfactory to it.

         5.2 Further Conditions Precedent. The obligations of the Bank in
respect of the making of the Advance and the commencement of each succeeding
Interest Period with respect to the outstanding Advance are subject to the
further conditions precedent that:

                  (a) the representations and warranties in Clause 6 hereof and
         all other representations in writing made by or on behalf of the
         Borrower or any of its Subsidiaries to the Bank in connection with this
         Agreement or any of the Loan Documents shall be true as of the date on
         which they were made and shall also be true at any time during the life
         of the Facility with the same effect as if made at and as of such time;
         and

                  (b) no event shall have occurred and be continuing, and no
         condition shall exist, which constitutes an Event of Default or an
         Unmatured Event of Default, or which following the making of the
         Advance, would constitute an Event of Default or an Unmatured Event of
         Default.

         5.3 Security; Guarantee. The Obligations shall be secured by the
Security Documents, and shall be unconditionally and irrevocably guaranteed in
full by the Parent pursuant to a guarantee in form and substance satisfactory to
the Bank (the "Parent Guarantee").


Clause 6. REPRESENTATIONS AND WARRANTIES.
          -------------------------------

        The Borrower represents and warrants to the Bank (each such
representation and warranty being deemed repeated upon the commencement of each
succeeding Interest Period with respect to the Advance) that, except as set
forth in the Disclosure Letter:

         6.1 Due Incorporation. Each of the Borrower and its Subsidiaries is a
corporation duly organised, validly existing and in good standing under the laws
of its jurisdiction of incorporation.


<PAGE>
                                      -13-


         6.2 Capacity. Each of the Borrower and its Subsidiaries has full power
and authority to execute and deliver and to perform and observe the provisions
of each of the Loan Documents to which it is a party and to carry out the
transactions contemplated thereby.

         6.3 Authority and Enforceability. The execution, delivery and
performance by each of the Borrower and its Subsidiaries of each of the Loan
Documents to which it is a party have been duly authorised by all necessary
corporate action, and do not and will not require any registration with, consent
or approval of, notice to, or any action by, any Person. Each of the Loan
Documents to which the Borrower or any of its Subsidiaries is a party
constitutes the legal, valid and binding obligations of the Borrower or such
Subsidiary, as the case may be, enforceable against it in accordance with its
terms.

        6.4 Compliance with Other Instruments. The execution and delivery of
each of the Loan Documents to which the Borrower or any of its Subsidiaries is a
party and compliance with the terms of such Loan Documents will not (a) result
in a breach of (i) any of the terms or conditions of, or result in the
imposition of any lien, charge or encumbrance upon any properties of the
Borrower or any of its Subsidiaries pursuant to, or constitute a default (with
due notice or lapse of time or both) or result in an occurrence of an event for
which any holder or holders of Indebtedness may declare the same due and payable
under, any indenture, agreement, order, judgment or instrument under which the
Borrower or any of its Subsidiaries is a party or by which the Borrower or any
of its Subsidiaries or its or their property may be bound or affected, or (ii)
the Memorandum and Articles of Association or other constitutive documents of
the Borrower or any of its Subsidiaries or any shareholders resolution of the
Borrower or any of its Subsidiaries, or (b) violate any existing provision of
law applicable to the Borrower or any of its Subsidiaries.

         6.5      Financial Statements; Solvency.

                  (a) The audited financial statements (including the profit and
         loss account and balance sheet) of the Borrower for the financial year
         ended 30 December 1995 (the "Audited Financials") and the
         management-prepared financial statements (including the profit and loss
         account and balance sheet) of the Borrower for the period ending 29
         March 1997 (the "Interim Financials") have been provided to the Bank,
         have been prepared in accordance with GAAP (save, in the case of the
         Interim Financials, for year-end adjustments) and are complete and
         correct and give a true and fair view of the results of operations of
         the Borrower for the applicable period and the state of its affairs as
         at the applicable date and in particular accurately disclose all
         liabilities (actual or contingent) of the Borrower.

                  (b) Each of the Borrower and its Subsidiaries is solvent, has
         assets having a fair market value in excess of the amount required to
         pay its probable liabilities on its existing debts as they become due,
         and has and will have access to adequate capital for the conduct of its
         business and the ability to pay its debts from time to time incurred in
         connection therewith as they become due.


<PAGE>
                                      -14-


         6.6 Material Adverse Change. Since the date of the Audited Financials
there has been no Material Adverse Change in the assets, business, financial
position or results of operations of the Borrower. A "Material Adverse Change"
with respect to a Person means a change that might result in a substantial
reduction in the solvency of such Person or that might result in such Person
being unable to perform its obligations under this Agreement or the other Loan
Documents to which it is a party.

         6.7 Litigation, etc. There are no actions, suits, arbitrations or
proceedings pending, or to the best knowledge of the Borrower threatened,
against or affecting the Borrower or any of its Subsidiaries which, if adversely
determined, could have a material adverse effect on the business, properties or
financial condition of the Borrower or any of its Subsidiaries, save as
disclosed in the Disclosure Letter. Neither the Borrower nor any of its
Subsidiaries is in violation of any applicable laws and/or regulations which
could materially affect the business, properties or financial condition of the
Borrower or any of its Subsidiaries nor are they, or any of them, in violation
or default with respect to any order, writ, injunction, demand or decree of any
court or any governmental agency or in violation or default under any indenture,
agreement or other instrument under which the Borrower or any of its
Subsidiaries is a party or may be bound.

         6.8 Title. Each of the Borrower and its Subsidiaries has good and
marketable title to the properties and assets which it owns or leases and which
are necessary to carry on the business of the Borrower and its Subsidiaries as
conducted and as presently anticipated to be conducted, and none of such
properties and assets is subject to any Encumbrance, except as permitted
pursuant to Clause 8.1 hereof. All such properties and assets are in good
condition and repair, normal wear and tear excepted, and are adequate and
sufficient to carry on the business of the Borrower and its Subsidiaries as
conducted and as presently anticipated to be conducted. Each lease which is
material to the conduct of the business of the Borrower or any of its
Subsidiaries is valid and subsisting and no event or condition exists which
constitutes, or after notice or lapse of time or both would constitute, a
default thereunder. Such leasehold interests are subject to no Encumbrance, and
in each case quiet possession of the properties covered by such leases has been
maintained.

         6.9 Franchises, Patents, Copyrights, etc. Each of the Borrower and its
Subsidiaries possesses all franchises, patents, titles, licenses, trademarks,
trade names, service marks, copyrights and all rights with respect thereto, free
from restrictions, that are necessary for the ownership, maintenance and
operation of their respective businesses, substantially as now conducted and as
presently anticipated to be conducted, without known conflict with any rights of
others.

         6.10 Indebtedness. Neither the Borrower nor any of its Subsidiaries has
any Indebtedness other than Indebtedness expressly permitted by the provisions
contained in Clause 8.6 hereof.

         6.11 Absence of Undisclosed Liabilities. Except to the extent reflected
or reserved against in the Audited Financials or in the notes thereto, neither
the Borrower nor any of its Subsidiaries has any material liabilities or
obligations of any nature, whether accrued, absolute, contingent or otherwise
(including, without 


<PAGE>
                                      -15-


limitation, liabilities as guarantor or otherwise with respect to obligations of
others) and whether due or to become due, including, without limitation, any
liabilities for taxes due or to become due.

         6.12 Taxes. Each of the Borrower and its Subsidiaries has filed or
caused to be filed all tax returns which are required to be filed by it pursuant
to the laws, regulations or orders of each Person with taxing power over it or
its assets. Each of the Borrower and its Subsidiaries has paid, or made
provision for the payment of, all taxes, assessments, fees and other
governmental charges which have or may have become due pursuant to said returns,
or otherwise, or pursuant to any assessment received except such taxes, if any,
as are being contested in good faith and as to which adequate reserves
(determined in accordance with GAAP) have been provided. The charges, accruals
and reserves in respect of taxes on the books of the Borrower and its
Subsidiaries are sufficient to comply with GAAP. The Borrower knows of no
proposed tax assessment against the Borrower or any of its Subsidiaries.

         6.13 Insurance. The Borrower has provided to the Bank a complete and
correct list of all policies of theft, fire, liability, life, property and
casualty and other insurance owned or held by the Borrower and each of its
Subsidiaries, all of which are in effect. Such policies of insurance are
maintained with internationally reputable insurance companies, funds or
underwriters, are of the kinds and cover such risks and are in such amounts and
with such deductibles and exclusions as are consistent with prudent business
practice.

         6.14  Activities in Compliance with Other Instruments and Laws.

                  (a) Neither the Borrower nor any of its Subsidiaries is in
         violation of, and the activities of each of the Borrower and its
         Subsidiaries as currently conducted and as currently contemplated to be
         conducted do not and will not violate any provision of, its Memorandum
         and Articles of Association or other constitutive documents, or any
         resolution of its shareholders, or any agreement or instrument to which
         it may be subject or by which any of them or any of its or their
         properties may be bound or any law, decree, order, judgment, statute,
         license, rule or regulation.

                  (b) Neither the Borrower nor any of its Subsidiaries is in
         violation of, and the activities of the Borrower and its Subsidiaries
         as currently conducted do not violate, any applicable environmental,
         zoning, land use, or health and safety law, regulation or ordinance.
         None of the leasehold or freehold properties of the Borrower and its
         Subsidiaries is being, or to the best of the knowledge (after
         reasonable inquiry) of the Borrower and its Subsidiaries, has been,
         used for the handling, processing, storage or disposal of hazardous
         waste or substances, pollutants, contaminants, toxic substances, oil or
         other chemicals controlled or regulated by applicable environmental law
         or regulations ("Hazardous Substances"). There have been no releases or
         threatened releases of Hazardous Substances on, into, or from the
         freehold or leasehold properties of the Borrower and its Subsidiaries.

         6.15 Subsidiaries. Attached hereto as The Third Schedule is a complete
and correct list of all present Subsidiaries of the Borrower, which list shows
for each 


<PAGE>
                                      -16-


Subsidiary, its jurisdiction of incorporation, its principal business, and the
number and percentage of its outstanding Shares owned of record and/or
beneficially by the Borrower or one of the Subsidiaries.

         6.16 No Unmatured Events of Default or Events of Default. No Unmatured
Event of Default or Event of Default has occurred and is continuing.

         6.17 Collateral. All of the Obligations will at all times from and
after the execution and delivery of each of the Security Documents be entitled
to all of the benefits of and be secured by each of such Security Documents in
accordance with the terms thereof.

         6.18 Governmental Approvals. Neither the execution, delivery and
performance by the Borrower and its Subsidiaries of this Agreement and the other
Loan Documents to which the Borrower or any of its Subsidiaries is or is to
become a party, nor the conduct by the Borrower and its Subsidiaries of their
respective activities as currently conducted and as currently contemplated to be
conducted, requires the approval or consent of, or filing with, any governmental
agency or authority other than those already obtained.

         6.19 Disclosure. None of the representations or warranties made by the
Borrower or any of its Subsidiaries in any of the Loan Documents as of the date
of such representations and warranties, and none of the statements contained in
each exhibit or report furnished by or on behalf of the Borrower or any of its
Subsidiaries to the Bank in connection with any of the Loan Documents, contains
any untrue statement of a material fact or omits any material fact required to
be stated therein or necessary to make the statements made therein, in the light
of the circumstances under which they are made, not misleading. There is no fact
known to the Borrower which materially adversely affects, or which could in the
future materially adversely affect, the financial position, business,
operations, or affairs of the Borrower and its Subsidiaries taken as a whole.


Clause 7. CERTAIN AFFIRMATIVE COVENANTS.
          ------------------------------

        The Borrower covenants and agrees that, until the later of (a) the
Termination Date, or (b) the date upon which all of the Obligations shall have
been paid in full, the Borrower will (and to the extent applicable to any
Subsidiary, will ensure like compliance by each such Subsidiary):

         7.1      Financial Statements, Reports and Inspection.

                  (a)  Furnish to the Bank:

                          (i) as soon as practicable and in any event within
                  forty-five (45) days after the end of each quarter of the
                  Borrower's financial year beginning with the first such
                  quarter ending immediately after the date hereof, management
                  accounts of the Borrower in respect of such quarter
                  (comprising its balance sheet and profit and loss account)
                  showing the results of the operations of the Borrower during
                  such quarter and during the period from the commencement of
                  the then current financial year to the end of such quarter;


<PAGE>
                                      -17-


                          (ii) as soon as they become available and in any event
                  within ninety (90) days after the close of each of the
                  Borrower's financial years, audited balance sheets of the
                  Borrower as at the end of such financial year and the audited
                  profit and loss account of the Borrower for the period then
                  ended, which shall (A) accurately disclose all of the
                  Borrower's liabilities (actual or contingent), (B) be prepared
                  in accordance with GAAP and be certified without qualification
                  by a firm of independent chartered accountants of recognised
                  international standing and (C) give a true and fair view of
                  the results of operations and the state of affairs of the
                  Borrower; and

                          (iii) promptly after the sending or filing thereof,
                  copies the statutory accounts of the Borrower as and when
                  filed with Companies House; and

                  (b) Furnish, promptly upon the request of the Bank, such other
         information with respect to the business, affairs or condition
         (financial or otherwise) of the Borrower as the Bank may reasonably
         request.

         7.2 Insurance. Maintain, and cause each of its Subsidiaries to
maintain, insurance with financially sound and reputable insurers with respect
to its properties and business against such casualties and contingencies as
shall be in accordance with the general practices of businesses engaged in
similar activities in similar geographic areas and in amounts, containing such
terms, in such forms and for such periods as may be reasonable and prudent.

         7.3 Inspection of Properties and Books. Permit and cause the
Subsidiaries to permit the Bank, or any of its designated representatives, on
reasonable prior written notice, to visit and inspect any of the properties of
the Borrower or any of its Subsidiaries, to examine the books of account of the
Borrower and its Subsidiaries (and to make copies thereof and take extracts
therefrom), to discuss the affairs, finances and accounts of the Borrower and
its Subsidiaries with, and to be advised as to the same by, its and their
officers.

         7.4 Compliance with Laws, Contracts, Licenses, and Permits. Comply and
cause each of its Subsidiaries to comply with (a) the applicable laws and
regulations wherever its business is conducted, (b) the provisions of its
Memorandum and Articles of Association or other constitutive documents, as the
case may be, (c) all agreements and instruments by which it or any of its
properties may be bound and (d) all applicable laws, decrees, orders and
judgments. If at any time while the Advance is outstanding any authorisation,
consent, approval, permit or license from any officer, agency or instrumentality
of any government shall become necessary or be required in order that the
Borrower or any of its Subsidiaries may fulfil any of their respective
obligations hereunder and under the Loan Documents, the Borrower will
immediately take or cause to be taken all reasonable steps within the power of
the Borrower and its Subsidiaries to obtain such authorisation, consent,
approval, permit or license and furnish the Bank with evidence thereof.

        7.5 Notice of Default, etc. Promptly give notice in writing to the Bank,
in each case upon the Borrower's becoming aware of the same, of (a) the
occurrence of 


<PAGE>
                                      -18-


any Event of Default or any continuing Unmatured Event of Default under this
Agreement, (b) any technical, legal or administrative event (including without
limitation, actual or threatened litigation) which has occurred or is likely to
occur and which may materially prejudice the financial or economic situation of
the Borrower or any of its Subsidiaries, (c) the occurrence of any event which
could materially adversely affect the rights of the Bank under, or the ability
of the Borrower or any of its Subsidiaries to perform its respective obligations
under, the Loan Documents, (d) any set off, withholding or other claim or
dispute affecting any of the collateral in any material respect, (e) any
litigation or proceedings threatened in writing or any pending litigation or
proceedings affecting, or involving as a party or potential party thereto, the
Borrower or any of its Subsidiaries and that could reasonably be expected to
have a materially adverse effect on the Borrower or any of its Subsidiaries and
(f) any judgement, final or otherwise, against the Borrower or any of its
Subsidiaries in an amount in excess of (pound)150,000.

         7.6 Maintenance of Existence, Licenses and Properties. Preserve and
maintain, and cause each Subsidiary to preserve and maintain, its corporate
existence, and all of its properties, assets, rights, licenses, consents,
privileges and franchises necessary or desirable in the normal conduct of its
business.

         7.7  Expenses.  Promptly pay:

                  (a) all reasonable out-of-pocket expenses of the Bank
         (including, but not limited to, reasonable fees and disbursements of
         the Bank's counsel as well as those fees and disbursements arising in
         connection with appraisals and environmental site assessments) together
         with any applicable VAT, incident to the preparation, execution and
         delivery of the Loan Documents (other than the Parent Loan Agreement),
         any amendments or waivers to any of the Loan Documents (other than the
         Parent Loan Agreement), the protection of the rights of the Bank under
         the Loan Documents and the enforcement of the Obligations, whether by
         judicial proceedings or otherwise; and

                  (b) all stamp, registration and other taxes and fees
         (including VAT) to which this Agreement and/or any other Loan Document
         (other than the Parent Loan Agreement) or any judgment given in
         connection herewith or therewith is or at any time may be subject and
         shall, from time to time on demand of the Bank, indemnify the Bank,
         against any liabilities, costs, claims and expenses resulting from any
         failure to pay or any delay in paying any such tax.

The obligations of the Borrower under this Clause 7.7 shall survive the
repayment of the Advance.

         7.8 Financial Records. Keep, and cause each of the Subsidiaries at all
times to keep, books of record and accounts in which proper entries will be made
of its financial transactions in accordance with GAAP.

         7.9 Taxes. Pay and cause each of the Subsidiaries to pay, all taxes or
other assessments or governmental charges or levies imposed upon it or upon its
income or profits or upon property belonging to it prior to the time when any
penalties or 


<PAGE>
                                      -19-


interest accrue with respect thereto, unless, in any such case, the
same is being contested in good faith by appropriate proceedings and an adequate
reserve therefor has been established and is maintained in accordance with GAAP.

        7.10 Conduct of Business. Continue and cause each of the Subsidiaries to
continue to engage primarily in its business as presently conducted and as
presently anticipated to be conducted as of the date hereof and to carry on its
business in an efficient manner.

         7.11 Use of Proceeds. Use the Advance made available hereunder solely
for the purposes set forth in Clause 1.3. No portion of the Advance shall be
used in any way which infringes Section 151 of the Companies Act 1985 or any law
of any other relevant jurisdiction which restricts the incurring of indebtedness
and/or the creation of security by the Borrower or its Subsidiaries in
connection with the acquisition, directly or indirectly, of ownership or control
of the Borrower or its Subsidiaries. Without affecting the obligations of the
Borrower in any way, the Bank shall not be bound to monitor or verify the
application of any portion of the Advance.

         7.12 Delivery of Landlord's Lien Waiver. Cause the Parent to deliver to
the Bank no later than ten (10) Business Days after the date of this Agreement a
lien waiver letter executed by the lessor of the Parent's leased premises in
Westford, Massachusetts in form and substance satisfactory to the Bank.

         7.13 Further Assurances. At any time or from time to time execute and
deliver and cause each of the Subsidiaries to execute and deliver such further
instruments and take such further action as may reasonably be requested by the
Bank, further and more perfectly to effect the purposes of the Loan Documents,
including without limitation, such further Security Documents and documents
evidencing good and marketable title with respect to the properties and assets
of the Borrower and its Subsidiaries now owned or acquired after the date
hereof.


Clause 8. CERTAIN NEGATIVE COVENANTS.
          ---------------------------

        The Borrower covenants and agrees that, until the later of (a) the
Termination Date, or (b) the date upon which all of the Obligations shall have
been paid in full, the Borrower will not (and to the extent applicable to any
Subsidiary, will ensure that each such Subsidiary will not):

         8.1 Encumbrances. Create, incur, assume or suffer to exist, or permit
any of the Subsidiaries to create, incur, assume or suffer to exist, any
Encumbrance of any kind upon any of its property, assets or revenues, whether
now owned or hereafter acquired, except:

                  (a) easements, rights of way, restrictions and similar
         encumbrances incurred in the ordinary course of business and not
         interfering with the ordinary conduct of business of the Borrower or
         any of its Subsidiaries, nor materially and adversely affecting the
         value of the properties so encumbered;

                  (b) Encumbrances in favour of the Bank under the Loan
         Documents;


<PAGE>
                                      -20-


                  (c) Encumbrances arising by operation of law in the ordinary
         course of trading over property other than land and securing amounts
         not more than 60 days overdue;

                  (d) presently existing Encumbrances described in The Fourth
         Schedule hereto;

                  (e) Encumbrances the creation of which the Bank has given its
         prior written consent;

                  (f) Encumbrances securing Indebtedness permitted by clause 8.6
         hereof the aggregate principal amount of which does not exceed the
         Sterling Equivalent of US $100,000; and

                  (g) Encumbrances consisting of equipment finance leases and
         hire purchase arrangements permitted by clause 8.6(e).

         8.2 Distributions. Make, or permit any of the Subsidiaries to make,
without the approval of the Bank, any Distribution, except (i) Distributions by
any Subsidiary to the Borrower, and (ii) Distributions by the Borrower to the
Parent or Holdings.

         8.3 Transactions with Affiliates. Engage, or permit any of the
Subsidiaries to engage, in any transaction with any Affiliate on terms more
favourable to the Affiliate than would have been obtainable on an arms length
basis in the ordinary course of business, or make, or permit any of its
Subsidiaries to make, any Restricted Payment other than Restricted Payments
which constitute reasonable compensation for services actually rendered.

         8.4 Sale of Assets. Sell, or permit any of the Subsidiaries to sell,
lease, abandon or otherwise dispose of, directly or indirectly, all or any of
its assets, except in the ordinary course of business at fair value or in
respect of obsolete assets, provided that the value of such obsolete assets does
not in the aggregate exceed (pound)250,000 in any financial year of the
Borrower.

         8.5 Acquisition or Merger. Acquire the business of any Person, or
permit any of the Subsidiaries to acquire the business of any Person, or
consolidate or merge, or permit any of the Subsidiaries to consolidate or merge,
its business with or into any Person; provided, however, that the Borrower, or
any Subsidiary of the Borrower may consolidate or merge its business into the
Parent.

         8.6 Indebtedness. Incur or permit to exist or remain outstanding, or
permit any of the Subsidiaries to incur or permit to exist or remain
outstanding, any Indebtedness, other than:

                  (a) Indebtedness of the Borrower to the Bank pursuant to the
         Loan Documents;

                  (b) Indebtedness in respect of taxes, assessments,
         governmental charges and liabilities under statutory severance
         indemnities, to the extent that payment thereof is not yet due or to
         the extent that the same is being 


<PAGE>
                                      -21-


         contested in good faith by appropriate proceedings and an adequate
         reserve therefor has been established and is maintained in accordance
         with GAAP;

                  (c) Indebtedness in respect of outstanding obligations as
         described on The Fifth Schedule hereto;

                  (d) Indebtedness of any member of the Affiliate Group to the
         Borrower or of the Borrower to any member of the Affiliate Group in
         respect of intercompany loans;

                  (e) Indebtedness of any of the Borrower or its Subsidiaries
         under equipment finance leases and hire purchase arrangements, provided
         that the aggregate amount of such Indebtedness under this Clause 8.6(e)
         shall not exceed at any time (pound)500,000;

                  (f) Indebtedness incurred in the ordinary course of business
         and not incurred through the borrowing of money or obtaining of credit
         except credit on an open account customarily extended;

                  (g) Indebtedness of the Borrower or any Subsidiary of the
         Borrower, to the Parent; and

                  (h) Indebtedness not otherwise permitted by this Clause 8.6 in
         an aggregate principal amount not to exceed at any time the Sterling
         Equivalent of US $100,000.

         8.7 Subsidiaries; Limitation on Issuance of Share Capital. Create,
directly or indirectly, or permit the Subsidiaries to create, directly or
indirectly, any additional Subsidiaries, or issue, sell, transfer or otherwise
dispose of or permit any of its Subsidiaries to issue, sell, transfer or
otherwise dispose of, any of its share capital (or any option or right to
acquire its share capital).

         8.8 Change in Terms and Payment of Indebtedness. Effect or permit, or
permit any of the Subsidiaries to effect or permit, any material change in or
material amendment to the terms of any Indebtedness, or make, directly or
indirectly, any payment of principal or interest or other amount attributable to
any Indebtedness, except as permitted by the terms of the Loan Documents and as
specifically permitted herein, and except for changes in the ordinary course of
trading in the terms of Indebtedness permitted under Clause 8.6(f) so long as
such changes shall not contravene, or cause any of the Borrower and the
Subsidiaries to contravene, the other terms of this Agreement.

         8.9 Investments. Make, or permit any of the Subsidiaries to make, any
investments, except investments consisting of (a) certificates of deposit,
bankers' acceptances, and time and demand deposits of any bank having capital
and unimpaired surplus the Sterling Equivalent of which is in excess of
(pound)250,000,000; (b) marketable direct obligations issued by the United
Kingdom or the United States of America that mature within twelve (12) months
from the date of purchase thereof; or (c) any investment product offered by the
Bank.


<PAGE>
                                      -22-


Clause 9.  EVENTS OF DEFAULT; ACCELERATION.
           --------------------------------

        9.1  Events of Default.  If any of the following events shall occur:

                  (a) the Borrower shall fail to pay when due (i) any amount of
         principal of, or interest on, the Advance, or (ii) any other amount
         payable hereunder when the same becomes due; provided that the
         accidental failure to pay interest or principal on the date due for
         payment shall not be an Event of Default so long as the amount due is
         paid on the next succeeding Business Day; or

                  (b) the Borrower or any of its Subsidiaries shall fail to
         comply with any of its covenants contained in Clauses 7 and 8; or

                  (c) the Borrower or any of its Subsidiaries shall fail to
         comply with any term, covenant or agreement contained in this Agreement
         (other than those specified in (a) or (b) above) or any member of the
         Affiliate Group fails to comply with any term, covenant or agreement
         contained in any of the other Loan Documents and such failure continues
         for fifteen (15) days after written notice of such failure has been
         given to such Person by the Bank; or

                  (d) any representation or warranty made by any member of the
         Affiliated Group herein, in any of the Loan Documents, or in any
         writing delivered or furnished pursuant to this Agreement, or otherwise
         in connection with the transactions contemplated hereby or any report,
         certificate, or financial statement furnished in connection with this
         Agreement, shall prove to have been false or incorrect in any material
         respect when made, repeated, or deemed made; or

                  (e) the Borrower or any of its Subsidiaries shall fail (i) to
         pay any Indebtedness of the Borrower or such Subsidiary, as the case
         may be, other than Indebtedness not exceeding (pound)500,000 or the
         Sterling Equivalent thereof in the aggregate at any time, or any
         interest or premium thereon, when due (whether by scheduled maturity,
         required prepayment, acceleration, demand or otherwise) and such
         failure shall continue after the applicable grace period, if any,
         specified in the agreement or instrument relating to such Indebtedness,
         or (ii) to perform or observe any term, covenant or condition on its
         part to be performed or observed under any agreement or instrument
         relating to any such Indebtedness, when required to be performed or
         observed, and such failure shall continue after the applicable grace
         period, if any, specified in such agreement or instrument, if the
         effect of such failure to perform or observe is to accelerate, or to
         permit the acceleration of, the maturity of such Indebtedness; or

                  (f) any Event of Default under and as defined in the Parent
         Loan Agreement or any of the Loan Documents (as defined in the Parent
         Loan Agreement) shall have occurred and be continuing;

                  (g) any member of the Affiliate Group is unable to pay its
         debts as they fall due within the meaning of Section 123 of the
         Borrowing Act 1986 (as that section may be amended by order of Section
         416 of the Insolvency Act 


<PAGE>
                                      -23-


         1986) or admits its inability to pay its debts as they fall due, or
         suspends making payments on all or any class of its debts or announces
         an intention to do so, or a moratorium is declared in respect of any of
         its indebtedness, or it begins negotiations with one or more of its
         creditors with a view to avoiding, or in the expectation of,
         insolvency; or

                  (h) any petition is presented or meeting is convened with a
         view to a general composition, assignment or arrangement with all or
         any class of creditors of any member of the Affiliate Group, or any
         similar or analogous proceedings in any other country with respect to
         any member of the Affiliate Group, or a meeting of any member of the
         Affiliate Group is convened for the purpose of considering any
         resolution for its winding-up or for its administration or any such
         resolution is passed, or any Person presents a petition for the
         winding-up or for the administration of any member of the Affiliate
         Group, or an order for the winding-up or administration of any member
         of the Affiliate Group is made, or any other legal process is commenced
         with a view to the rehabilitation, administration, liquidation,
         bankruptcy, winding-up or dissolution of any member of the Affiliate
         Group or to any other insolvency proceedings involving any member of
         the Affiliate Group and, in the case of a petition or legal process
         (other than a petition for the administration of a member of the
         Affiliate Group) instituted by a Person who is not a member of the
         Affiliate Group, such petition or legal process has not been dismissed
         within ten (10) days (other than while the relevant member of the
         Affiliate Group is solvent and the petition is for the purposes of a
         reconstruction on terms previously approved in writing by the Bank); or

                  (i) any liquidator, receiver, administrative receiver,
         administrator, trustee or the like is appointed in respect of any
         member of the Affiliate Group or of the whole or a substantial part of
         its assets, or one or more directors of any member of the Affiliate
         Group requests the appointment of any such Persons, or any attachment,
         sequestration, distress or execution affects all or substantially all
         of the assets of a member of Affiliate Group and is not discharged or
         stayed within ten (10) days; or

                  (j) any final judgment, any security measures granted or any
         execution actions (attachments) initiated against any member of the
         Affiliate Group remains unsatisfied for more than ten (10) days after
         the Borrower or any member of the Affiliate Group shall have received
         notice thereof; or

                  (k) a Material Adverse Change in the business or financial
         condition of any member of the Affiliate Group shall have occurred at
         any time after the date hereof; or

                  (l) the Parent shall at any time beneficially own less than
         one hundred percent (100%) of the issued share capital of Holdings, or
         Holdings shall at any time beneficially own less than one hundred
         percent (100%) of the issued share capital of the Borrower; or

                  (m) this Agreement or any other Loan Document shall be
         cancelled, terminated, revoked or rescinded by the Borrower or the
         Parent party thereto 


<PAGE>
                                      -24-


         (otherwise than in accordance with the terms thereof) for any reason
         whatsoever;

         THEN, or at any time thereafter while such event shall be continuing:

         (1) where the Borrower or any of its Subsidiaries is in default under
the provisions of Clauses 9.1(g), (h) or (i), the entire unpaid principal amount
of the Advance, all interest accrued and unpaid thereon, and all fees and other
amounts payable hereunder shall automatically become and be forthwith due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived by the Borrower; and

         (2) in any case referred to in this Clause 9.1 other than in Clauses
9.1(g), (h) or (i), the Bank may, by written notice to the Borrower, declare all
or part of the unpaid principal amount of the Advance, all interest accrued and
unpaid thereon, and all fees and other Obligations to be forthwith due and
payable, whereupon the same shall become immediately due and payable, or the
Bank may by written notice to the Borrower declare the same to be due and
payable upon demand, whereupon the same shall become due and payable forthwith
on demand.

         9.2 Remedies Not Exclusive. No remedy herein conferred upon the Bank is
intended to be exclusive of any other remedy and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or any other provision
of law.


Clause 10.  SETOFF.
            -------

         Regardless of the adequacy of any collateral for the Obligations,
during the continuance of any Event of Default, any deposits or other sums
credited by or due from the Bank to the Borrower or any of its Subsidiaries and
any securities or other property of the Borrower or any of its Subsidiaries in
the possession of the Bank may be applied to or set off against the payment of
the Obligations and any and all other liabilities, direct, or indirect, absolute
or contingent, due or to become due, now existing or hereafter arising, of the
Borrower or such Subsidiary, as the case may be, to the Bank.


Clause 11.  MISCELLANEOUS.
            --------------

         11.1 Consents, Amendments, Waivers, etc. Any consent or approval
required or permitted by this Agreement to be given by the Bank may be given,
and any term of this Agreement, the other Loan Documents or any other instrument
related hereto or mentioned herein may be amended, and the performance or
observance by the Borrower or any of its Subsidiaries of any terms of this
Agreement, the other Loan Documents or such other instrument or the continuance
of any Unmatured Event of Default or Event of Default may be waived (either
generally or in a particular instance, either retroactively or prospectively and
either with or without condition) with, but only with, the written consent of
the Bank. No waiver shall extend to or affect any obligation not expressly
waived or impair any right consequent thereon. No course of dealing or delay or
omission on the part of the Bank in exercising any right shall operate as a
waiver thereof or otherwise be 


<PAGE>
                                      -25-


prejudicial thereto. No notice to or demand upon the Borrower shall entitle the
Borrower to other or further notice or demand in similar or other circumstances.

         11.2  Assignment and Novation.

                  (a) This Agreement shall be binding upon and enure to the
         benefit of each party hereto and its successors and permitted assigns.

                  (b) The Borrower shall not be entitled to assign or transfer
         all or any of its rights, benefits and obligations hereunder.

                  (c) The Bank may at any time with the prior written consent of
         the Borrower sell, assign, grant participations in or transfer all or
         part of its rights and benefits hereunder to any other person which is
         a Qualifying Bank; provided, that each assignment shall be in an amount
         that is a whole multiple of (pound)1,000,000. The Bank may disclose on
         a confidential basis to any actual or potential transferee or to any
         Person approved by the Borrower who may otherwise enter into
         contractual relations with the Bank in relation to this Agreement such
         information about the Borrower as the Bank shall reasonably consider
         appropriate in connection therewith.

         11.3  Notices.

                  (a) Any notice, demand or communication made or given
         hereunder by one Person to another pursuant to this Agreement shall be
         in writing and shall be made or delivered to that other Person at the
         address listed in subclause (b) below and shall be deemed to have been
         made or delivered when despatched and the appropriate answerback
         received (in the case of any communication made by facsimile
         transmission), when left at that address (in the case of any letter
         sent by hand or courier service), or two Business Days after being
         deposited in the post, first class postage prepaid, in an envelope
         addressed to it at that address (in the case of any letter sent by
         post).

                  (b) Notices to any party shall be sent to it at the following
         addresses, or any other address of which all the other parties are
         notified in writing.

         If to the Borrower at:            GenRad Limited
                                           Orion Business Park
                                           Bird Hall Lane
                                           Cheadle Heath
                                           Stockport   SK3 0XG
                                           Attention: Lisa Hooley
                                           Telephone no.: 0161 491 9191
                                           Telecopy no.:  0161 492 9292


<PAGE>
                                      -26-


         If to the Bank at:                BankBoston, N.A., London Branch
                                           39 Victoria Street
                                           London SW1H OED
                                           Attention: Veronica Houghton
                                           Telephone no.: 0171 932 9250
                                           Telecopy no. 0171 932 9364

        11.4  Governing Law; Place of Jurisdiction.

                  (a) This Agreement shall be governed by, and shall be
         construed in accordance with, the laws of England.

                  (b) For the benefit of the Bank, the Borrower irrevocably
         agrees that:

                          (i) the courts of England are to have jurisdiction to
                  settle any disputes which may arise in connection with the
                  legal relationships established by this Agreement or otherwise
                  arising in connection with this Agreement, and the Borrower
                  irrevocably submits to the jurisdiction of such courts; and

                          (ii) this provision shall not limit the rights of the
                  Bank to take proceedings in any other court of competent
                  jurisdiction.

        11.5 Severability. The provisions of this Agreement are severable and if
any one clause or provision hereof shall be held invalid or unenforceable in
whole or in part in any jurisdiction, then such invalidity or unenforceability
shall affect only such clause or provision or part thereof, in such
jurisdiction, and shall not in any manner affect such clause or provision in any
other jurisdiction, or any other clause or provision of this Agreement in any
jurisdiction.

        11.6 Counterparts. This Agreement and any amendment hereof may be
executed in several counterparts and by each party on a separate counterpart,
each of which when executed and delivered shall be an original, and all of which
together shall constitute one Agreement.

        11.7 Entire Agreement. This Agreement together with all Amendments,
Exhibits and Schedules hereto, expresses the entire understanding of the
parties, with respect to the transactions contemplated hereby. Neither this
Agreement nor any term hereof may be changed, waived, discharged, or terminated,
orally or in writing, except as provided in Clause 11.1 hereof.


<PAGE>
                                      -27-


                               The First Schedule
                               ------------------

                         Calculation of Additional Cost
                         ------------------------------


The formula referred to in the definition of Additional Cost is the following:

                  R = AB + C (B - E) + D (B - F) % per annum
                                100 - (A + D)

Where:

R        is the rate per annum being calculated;

A        is the cash ratio level which the relevant Bank is required to maintain
         with the Bank of England, expressed as a percentage of eligible
         liabilities;

B        is the average (rounded upward to the nearest whole multiple of
         one-sixteenth of one per cent (1/16%) if such average is not already
         such a multiple) of the rates per annum at which Sterling deposits in
         an amount corresponding to the Advance (or relevant portion thereof)
         are offered by prime banks in the London Interbank Sterling Market to
         the relevant Bank at or about 11.00 a.m., London time, on the first day
         of the Relevant Period (as defined below) for a period equal to the
         Relevant Period;

C        is the level of eligible liabilities which (as a result of the
         requirements the Bank of England) the Bank maintains as secured money
         with members of the London Discount Market Association ("LDMA") or in
         certain marketable or callable securities approved by the Bank of
         England, which percentage shall (in the absence; of evidence that any
         other figure is appropriate) be conclusively presumed to be five
         percent (5%);

D        is the level of special deposits which the relevant Bank is for the
         time being required to maintain with the Bank of England, expressed as
         a percentage of eligible liabilities;

E        is the lower of B and the rate per annum at which members of the LDMA
         bid for Sterling deposits from the relevant Bank for the Relevant
         Period at or about 11.00 a.m. on the first day of the Relevant Period;
         and

F        is the lower of B and the rate per annum currently payable by the Bank
         of England to the relevant Bank on any special deposits.

Provided that if the relevant Bank is not being offered Sterling deposits as
aforesaid, the rate for the purpose of calculating the Additional Cost for that
Relevant Period shall be determined by reference to the cost to the relevant
Bank of obtaining Sterling deposits in an amount corresponding to such Bank's
portion 


<PAGE>
                                      -28-


of the Advance from such sources as it may reasonably select for such Relevant
Period.

For the purpose of this Schedule, "Relevant Period" means, during any period for
which an interest rate is to be calculated, such period. "Eligible Liabilities"
and "Special Deposits" shall have the meaning given to these terms from time to
time by the Bank of England.

In the event of any change in circumstances (including the imposition of
alternative or additional official requirement, whether or not having the force
of law) which, in the reasonable opinion of the relevant Bank renders the above
formula inapplicable, the relevant Bank (after consultation, if practicable,
with the Borrower) shall notify the Borrower of the manner in which the
Additional Cost shall be determined thereafter and, if appropriate, substitute a
new formula for that set out above.

In application of the above formula, A, B, C, D, E and F will be included in the
formula as figures and not as percentages, e.g. if A is 0.5 percent and B is 12
percent, AB will be calculated as 0.5 x 12 and not as 0.5 percent x 12 percent.


<PAGE>
                                      -29-


                               The Second Schedule
                               -------------------

                 Documentary Conditions Precedent To The Advance
                 -----------------------------------------------

Conditions Precedent to First Advance. The obligations of the Bank to make the
Advance to the Borrower are subject to the satisfaction of the following
conditions:

1.       Delivery of Corporate Documents and Certificates

         (a)      A duly certified copy of the Memorandum and Articles of
                  Association and the Certificate of Incorporation and any
                  Certificate of Incorporation on Change of Name of the
                  Borrower.

         (b)      A duly certified copy of the Certificate of Incorporation (or
                  other charter documents) and bylaws of the Parent.

         (c)      Resolutions of the board of directors of the Borrower and the
                  Parent (i) approving the terms of, and the transactions
                  contemplated by, this Agreement and the other Loan Documents
                  to which any of them is or is to become a party, and (ii)
                  authorising a specified person or persons to:

                  (A)      execute this Agreement and the Loan Documents to be
                           executed by any of them; and

                  (B)      give all notices, requests, instructions,
                           certificates and other documents to the Bank under
                           the Loan Documents to be executed by any of them.

         (d)      A specimen of the signature of each person, authorised by the
                  resolution or extract referred to in paragraphs 1(c)(A) and
                  1(c)(B) above, on which the Bank is entitled to rely
                  conclusively.

         (e)      A Perfection Certificate from the Parent, duly signed by an
                  authorised officer.

2. Delivery of Security Documents. The Borrower, each of its Subsidiaries and
the Parent shall have delivered to the Bank the Security Documents set forth
opposite its name below, each duly executed, in form and substance satisfactory
to the Bank, and accompanied by all schedules and exhibits required by the terms
of each such Security Document:

         Company                             Security Documents
         -------                             ------------------

         Parent                              (a)  Parent Guarantee

                                             (b)  Security Agreement

                                             (c)  UCC-1 financing
                                                  statements naming
                                                  the Bank as Secured


<PAGE>
                                      -30-


                                                  Party and the Parent
                                                  as Debtor


3.       Delivery of Other Documents
         ---------------------------

         (a)      A copy of any other resolution, authorisation, approval,
                  consent, licence, notarisation, filing, recording, certificate
                  or other document which the Bank considers to be necessary or
                  desirable in connection with the entry into and performance
                  of, and the transactions contemplated by, any Loan Document or
                  for the validity and enforceability of any Loan Document or
                  for the perfection of any security interest created pursuant
                  to any of the Security Documents.

         (b)      Evidence of company searches in England and Wales and any
                  other jurisdiction in which the collateral is located showing
                  the absence of any Encumbrances on any assets of any of the
                  Borrower and its Subsidiaries.

         (c)      The Disclosure Letter.

4.       Delivery of Legal Opinions.
         ---------------------------

         Legal opinion of Nutter, McClennen & Fish LLP, counsel for the Parent
         addressed to the Bank, in form and substance satisfactory to the Bank.


<PAGE>
                                      -31-




                               The Third Schedule
                               ------------------

                                  Subsidiaries
                                  ------------


                                      None


<PAGE>
                                      -32-




                               The Fourth Schedule
                               -------------------

                         Presently Existing Encumbrances
                         -------------------------------


<TABLE>
<CAPTION>
                     GenRad Limited (pound sterling)
                     --------------
Company               Description            Value                Total Value            Balance
-------               -----------            -----                -----------            -------
<S>                   <C>                    <C>                  <C>                    <C>      
GVD Finance           Slplace 80S15          45160.00 Qtrly       541920.00              270960.00
BT Contract rentals   Telephone System        4492.27 Qtrly        89845.40               76368.59
BT Contract rentals   Telephone System        5179.87 Qtrly        98417.53               88057.79
                                                                  --------------------------------
                                             Total Costs          730182.93              435386.38
                                                                  ================================
</TABLE>
<PAGE>
                                      -33-




                               The Fifth Schedule
                               ------------------

                         Presently Existing Indebtedness
                         -------------------------------



                                      None


<PAGE>
                                      -34-





                               The Sixth Schedule
                               ------------------

DX 2205 Portsmouth
FAX: (01705) 862831

                                                   ===========
                                                   BOLITHO WAY
                                                   ===========

                                                   SOLICITORS

                                                   13/18 KING'S TERRACE
                                                   PORTSMOUTH PO5 3AL
                                                   Telephone: (01705) 820747
                                                   International +44 1705 820747

Your ref:

Our ref: DJG.AH

Bingham Dana Gould LLP
39 Victoria Street
London SW1H OEE                                                     26 June 1997

For the attention of Mr. Wenniger


Dear Sirs

Re: GENRAD LIMITED FACILITY AGREEMENT
-------------------------------------

     We refer to the Facility Agreement to be entered into by our client GenRad
Limited and your client BankBoston NA London Branch. This letter is to be the
Disclosure Letter referred to at clause 1.1 and the Sixth Schedule of the
Facility Agreement.

     GenRad Limited is a Defendant to an action brought by Firmview Associates
Limited ("Firmview") in the High Court of England and Wales bearing name and
number Firmview Associates Limited-v-GenRad Limited 1997 F No. 141. Firmview
claims that it is entitled to unpaid fees and damages for breach of a contract
for services that subsisted between Firmview and GenRad Limited. Firmview 
claims:

    (a) the balance due or alternatively damages for wrongful termination of 
        (pound sterling)150,523.21 plus interest

    (b) further unspecified sums in respect of payments that it is alleged would
        have been made pursuant to GenRad Inc.'s incentive compensation plan. 
        It is estimated that under this head of claim Firmview claims in the 
        order of (pound sterling) 88,000 plus interest
 
   (c)  the costs of the proceedings.


     GenRad Limited is defending the action on the ground that the contract for
services was terminated as a result of a breach of breaches of the contract for
services for Firmview entitling GenRad Limited to so terminate.

     A Defence has been served in the action. Discovery and inspection has not
yet taken place. GenRad Limited is seeking an order for security for costs
against Firmview.

<PAGE>


    BOLITHO WAY                                           Continuation Sheet
--------------------------------------------------------------------------------

     Firmview has intimated that if successful in this action a further claim
will be brought by Firmview or Mr. William Drummond Duncan ("Mr. Duncan") (the
moving force behind Firmview) or both of them, against GenRad Limited or GenRad
Inc., or both of them, for the loss suffered as a result of GenRad Inc.'s
refusal to permit Mr. Duncan to exercise stock options under GenRad Inc.'s stock
option plan or plans. Firmview and Mr. Duncan assert that the losses in respect
of the refusal to permit the exercise of stock options are in the order of $US
1,175,000.00. Such a claim would be defended by GenRad Inc. or GenRad Limited,
or both, as appropriate, upon the basis that the options were not exercisable
because the contract for services between GenRad Limited and Firmview was
terminated for cause.



                                Yours faithfully



                                   BOLITHO WAY
                                   -----------


<PAGE>


IN WITNESS WHEREOF this Agreement has been duly executed and delivered by or on
behalf of the parties on the day and year first written above.



SIGNED by                                    )   /s/ Walter A. Shephard
for and on behalf                            )   ----------------------
of GENRAD                                    )   Director
LIMITED in the                               )
presence of:                                 )


Witness Signature:    /s/ Louise Eastman


Name:                 Louise Eastman


Address:              39 Victoria Street
                      London SW1H OEE

Occupation:           Legal Secretary


SIGNED by                                    )
for and on behalf of                         )   Robert White
BANKBOSTON, N.A.,                            )   -----------------------
LONDON BRANCH, in the                        )   Authorised Signatory
presence of:                                 )


Witness Signature:   /s/ Ian M. Wenniger


Name:                Ian M. Wenniger


Address:             39 Victoria Street
                     London SW1H OEE

Occupation           American Lawyer