Exhibit 10.13

                  REVOLVING CREDIT AND DEFERRED PAYMENT SALES AGREEMENT

         This REVOLVING  CREDIT AND DEFERRED  PAYMENT SALES AGREEMENT is made as
of the 8th day of October,  1996,  by and among (i) The J.M.  Ney  Company  (the
"Borrower"),  a Delaware  corporation  having its principal place of business at
Ney Industrial Park,  Bloomfield,  CT 06002, (ii) BANK OF BOSTON CONNECTICUT,  a
Connecticut  state chartered savings bank, and (iii) RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK, ("RIHT"), a national banking association.



ss1.              DEFINITIONS AND RULES OF INTERPRETATION.


           The following terms shall have the meanings set forth in this ss.1 or
elsewhere in the provisions of this Credit Agreement referred to below:

                  Affiliate.  Any  Person  that  would  be  considered  to be an
affiliate  of the  Borrower  or any Bank  under  Rule  144(a)  of the  Rules and
Regulations of the Securities and Exchange Commission,  as in effect on the date
hereof, if the Borrower or such Bank were issuing securities.

                  Andersen Group, Inc..  Andersen Group, Inc., a Connecticut 
corporation.

                  Applicable  Percentage.  Eight-five percent (85%) with respect
to raw materials Precious Metals and seventy-five  percent (75%) with respect to
work-in-progress and finished goods Precious Metals;  provided that each of such
percentages  shall be subject to modification by BKB in its sole discretion from
time to time based upon the results of its periodic examinations of the Borrower
and its business.

                  Availability Amount. The lesser of (a) the amount by which the
Commitment  exceeds  the sum of (i) the  aggregate  outstanding  balance  of all
Revolving  Loans,  plus (ii) the Deferred  Payment  Sale Amount,  plus (iii) the
Maximum  Drawing  Amount,   plus  (iv)  the  aggregate   amount  of  all  Unpaid
Reimbursement Obligations,  and (b) after giving effect to any proposed Deferred
Payment  Sale with  respect to a type of Precious  Metal,  90% of the  aggregate
number  of  ounces  of such  type of  Precious  Metal  that are (i) owned by the
Borrower  and (ii) not  subject  to any liens  other  than liens in favor of the
Banks (e.g. if the Borrower owns 1000 ounces of silver Precious Metal prior to a
Deferred  Payment  Sale of silver,  the  Borrower  will be limited to a Deferred
Payment Sale of 9000 ounces of silver under this clause (b)).

                  Balance Sheet Date.  June 30, 1996.

                  Banks.  Collectively, BKB and RIHT.

                                       E-3



<PAGE>





                  Banks'  Special  Counsel.  Bingham,  Dana & Gould or such 
other counsel as may be approved by the Banks.

                  Base  Rate.  The  higher of (a) the  annual  rate of  interest
announced  from  time to time by The First  National  Bank of Boston at its head
office in  Boston,  Massachusetts  as its "base  rate" and (b)  one-half  of one
percent (1/2%) above the Federal Funds  Effective Rate. For the purposes of this
definition,  "Federal Funds Effective Rate" shall mean for any day, the rate per
annum equal to the  weighted  average of the rates on  overnight  federal  funds
transactions  with  members of the Federal  Reserve  System  arranged by federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next  preceding  Business Day) by the Federal  Reserve Bank of New York,
or, if such rate is not so  published  for any day that is a Business  Day,  the
average of the quotations for such day on such transactions received by BKB from
three funds brokers of recognized standing selected by BKB.

                  Base Rate Loans.  Revolving Loans bearing interest calculated 
by reference to the Base Rate.

                  BKB.  Bank of Boston Connecticut.

                  BKB's Head Office.  BKB's office  located at 31 Pratt  Street,
Hartford,  Connecticut  06103,  or such other location as BKB may designate from
time to time.

                  Borrower.  As defined in the preamble hereto.

                  Borrowing  Base.  The sum of (a) 85% of Eligible  Receivables,
plus (b) the  Applicable  Percentage  of each type of  Eligible  Precious  Metal
Inventory after  subtracting  from the number of ounces of each type of Precious
Metals owned by the Borrower to be included in Eligible Precious Metal Inventory
hereunder,  110% of the number of ounces of that type of Precious  Metal that is
the subject of a Deferred Payment Sale.

                  Borrower  Security  Agreement.  The Security  Agreement of 
even date herewith  among the Borrower and the Banks.

                  Breakage Fee. With respect to any Deferred  Payment Sale,  the
amount of any reduced return to RIHT due to redeployment loss as a result of the
prepayment or late payment by the Borrower of any Deferred  Payment  Amount,  as
reasonably determined by RIHT in accordance with its customary practices.

                  Broker.  A broker who trades for the  Borrower's  account in  
commodities  futures,  forwards  or other contracts or instruments related to 
commodities and who is reasonably acceptable to the Banks.

                  Broker  Accounts.  The accounts  maintained by the Borrower or
any of the  Subsidiaries  with any Broker for  trading in  commodities  futures,
forwards or other contracts or instruments related to commodities.

                  Business  Day.  Any  day  on  which  banking  institutions  in
Hartford,  Connecticut and Providence, Rhode Island are open for the transaction
of banking business and, in the case of LIBOR Rate Loans,  which is also a LIBOR
Business Day.

                  Capital  Assets.  Fixed assets,  both tangible  (such as land,
buildings,  fixtures,  machinery and equipment) and intangible (such as patents,
copyrights, trademarks, franchises and good will).

                  Capital Expenditures. Amounts paid or indebtedness incurred by
the Borrower or any of its Subsidiaries in connection with the purchase or lease
by such Person of Capital  Assets that would be required to be  capitalized  and
shown on the balance sheet of such Person in conformity with generally  accepted
accounting principles

                  Capitalized Leases.  Leases under which the Borrower or any of
its Subsidiaries is the lessee or obligor,  the discounted future rental payment
obligations  under which are required to be  capitalized on the balance sheet of
the  lessee  or  obligor  in  conformity  with  generally  accepted   accounting
principles.

                  Closing Date.  The first date on which the conditions set
                  forth in ss.10 have been satisfied.

                  Code.  The Internal Revenue Code of 1986, as amended or 
                  modified or any successor thereto.

                  Collateral.  See ss.5.10.

                  Commitment.  An amount equal to $6,000,000, as such amount may
be reduced from time to time in accordance with ss.2.3; or if such commitment is
terminated pursuant to the provisions hereof, zero.

                  Commitment Fee.  See ss.2.2.

                  Confirmation Order.  See ss.4.2.

                  Consolidated  or  consolidated.  With  reference  to any  term
defined  herein,  shall mean that term as applied to the general ledger accounts
of the Borrower and its Subsidiaries,  consolidated in conformity with generally
accepted accounting principles.

                  Consolidated  Current  Assets.  All assets of the Borrower and
its  Subsidiaries  on a  consolidated  basis that, in conformity  with generally
accepted  accounting  principles,  are properly  classified  as current  assets;
provided,  that any amounts due and payable to the  Borrower by Andersen  Group,
Inc. shall be excluded from the definition of Consolidated Current Assets.

                  Consolidated  Current  Liabilities.  All  liabilities  of  the
Borrower and its  Subsidiaries  on a  consolidated  basis  maturing on demand or
within one (1) year from the date as of which Consolidated  Current  Liabilities
are to be determined,  and such other  liabilities as may properly be classified
as  current   liabilities  in  conformity  with  generally  accepted  accounting
principles.

                  Consolidated  Financial  Obligations.   With  respect  to  any
period,  an amount equal to the sum of all payments on Indebtedness  that become
due and  payable  or that are to  become  due and  payable  during  such  period
pursuant to any  agreement  or  instrument  to which the  Borrower or any of its
Subsidiaries  is a party  relating to the borrowing of money or the obtaining of
credit or in respect  of  Capitalized  Leases  (including,  without  limitation,
Deferred Payment Sale Interest).  Demand  obligations  shall be deemed to be due
and  payable  during  any  fiscal  year  during  which  such   obligations   are
outstanding.

                  Consolidated  Net Income (or Net Loss).  The  consolidated net
income (or net loss) of the Borrower and its  Subsidiaries,  after  deduction of
all expenses,  taxes,  and other proper  charges,  determined in conformity with
generally accepted accounting principles.

                  Consolidated  Shareholders  Equity.  An amount  determined  in
conformity with generally  accepted  accounting  principles that is equal to the
sum of (a)  the  Consolidated  capital  accounts  (including  common  stock  and
preferred  stock,  but  excluding  treasury  stock)  of  the  Borrower  and  its
Subsidiaries, plus (b) the Consolidated retained earnings and additional paid in
capital of the Borrower and its  Subsidiaries,  minus (c) the Consolidated  book
value of all assets  acquired by the  Borrower  and its  Subsidiaries  after the
Closing  Date not in the  ordinary  course of business  which,  under  generally
accepted accounting principles,  would be treated as intangible assets and minus
(d) any amounts due and payable to the  Borrower by Andersen  Group,  Inc.,  the
parent of the Borrower.

                  Consolidated  Tangible  Net Worth. The excess of Consolidated 
Total  Assets over  Consolidated Total Liabilities, and less the sum of:

(a)      The total book value of all assets of the Borrower and its Subsidiaries
         properly  classified  as  intangible  assets under  generally  accepted
         accounting  principles,  including such items as goodwill, the purchase
         price of acquired  assets in excess of the fair market  value  thereof,
         trademarks,  trade  names,  service  marks,  brand  names,  copyrights,
         patents and licenses, and rights with respect to the foregoing; plus

(b)      All amounts  representing  any write-up in the book value of any assets
         of  the  Borrower  or its  Subsidiaries  resulting  from a  revaluation
         thereof subsequent to the Balance Sheet Date; plus
(c)      to the  extent  otherwise  included  in  Consolidated  Tangible  Net  
         Worth,  the  aggregate  amount of any subscriptions receivable.

                  Consolidated  Total  Assets.  All assets of the Borrower  and 
its  Subsidiaries  determined  on a consolidated basis in conformity with 
generally accepted accounting principles.

                  Consolidated Total Debt. With respect to any fiscal period, an
amount equal to the aggregate  amount of all Indebtedness of the Borrower or any
of its Subsidiaries  outstanding during such fiscal period pursuant to any final
judgment  or  any  agreement,  document,  payment  or  performance  guaranty  or
instrument to which the Borrower or any of its  Subsidiaries is a party relating
to  the  borrowing  of  money  or the  obtaining  of  credit  or in  respect  of
Capitalized Leases.

                  Consolidated  Total   Liabilities.   All  liabilities  of  the
Borrower and its Subsidiaries  determined on a consolidated  basis in conformity
with generally accepted accounting  principles  (including,  without limitation,
Deferred  Payment Sale  Interest) and all  Indebtedness  of the Borrower and its
Subsidiaries, to the extent not so classified.

                  Conversion  Request.  A  notice  given  by the  Borrower  to 
BKB of the  Borrower's  election  to convert or continue a Revolving Loan in 
accordance with ss.2.7.

                  Credit  Agreement.  This Revolving  Credit and Deferred  
Payment Sales  Agreement,  including the Schedules and Exhibits hereto.

                  Default.  Any  event,  which  with the  giving  of  notice  
or the  lapse of time or both,  would constitute an Event of Default hereunder.

                  Default Rate.  The Base Rate plus three percent (3%).

                  Deferred  Payment  Date.  The earliest of (a) a date  mutually
agreed to by RIHT and the Borrower with respect to a particular Deferred Payment
Sale (which  shall not exceed 180 days after the date of such  Deferred  Payment
Sale),  (b) the Revolving Loans Maturity Date, or (c) the occurrence of an Event
of Default.

                  Deferred Payment Sale.  See ss.4.1.

                  Deferred  Payment Sale Amount.  The  aggregate  amount owed to
RIHT  on any  day on  account  of all  Deferred  Payment  Sales,  as  reasonably
calculated  by RIHT on such  day,  including  without  limitation  all  Purchase
Prices, Precious Metal Fees, Breakage Fees, and Deferred Payment Sale Interest.

                  Deferred  Payment  Sale  Interest.  Interest on the  principal
balance of the Deferred  Payment Sale Amount  calculated in accordance  with the
method and/or amount set forth on the Confirmation Order for the applicable sale
(which will be RIHT's cost of leasing the metals,  as  reasonably  determined by
RIHT, plus two and one-half of one percent (2.5%), or a variable rate determined
by RIHT to be set forth in the Confirmation Order).

                  Dollars or $. Dollars in lawful  currency of the United States
of America.

                  Domestic  Lending Office.  Initially,  the head office of BKB;
thereafter,  such other office of BKB, if any,  located within the United States
that will be making or maintaining Base Rate Loans.

                  Drawdown Date. The date on which any Revolving Loan is made or
is to be  made,  and the  date on  which  any  Revolving  Loan is  converted  or
continued in accordance with ss.2.7.

                  EBITDA.  The sum of (a)  Consolidated Net Income (or Net Loss)
for any period,  plus (b) any income taxes (as calculated in accordance with the
Tax Sharing  Agreement) or interest expense of the Borrower and its Subsidiaries
for such period,  plus (c) depreciation and amortization of the Borrower and its
Subsidiaries  for such period,  all as determined in conformity  with  generally
accepted accounting principles.

                  Eligible  Precious Metal  Inventory.  The Fair Market Value of
the fine metal  component (not including  alloys or any labor  component) of the
Borrower's raw materials,  work-in-progress  and finished goods Precious  Metals
which are located at Permitted  Inventory  Locations,  are subject to the Banks'
perfected,  first lien security interest and no other lien or security interest,
are not in transit to third  parties,  are usable in the ordinary  course of the
Borrower's business, and conform to the representations and warranties set forth
herein.

                  Eligible  Receivables.  Those  accounts of the Borrower  which
arise from the sale of inventory or rendition of services in the ordinary course
of the  Borrower's  business;  are subject to the Banks'  perfected,  first lien
security  interest and no other lien or security  interest;  are evidenced by an
invoice or other documentary evidence reasonably  satisfactory to the Banks; and
which are not accounts: (i) that arise out of a sale made by the Borrower to any
affiliate,  division,  subsidiary  or parent of the Borrower or to any person or
entity  controlled  by or under  common  control  with an  affiliate,  division,
subsidiary or parent of the Borrower; (ii) which are due or unpaid more than (A)
sixty (60) days after their  original due date or (B) one hundred and five (105)
days after the original  invoice date or which are payable by an account  debtor
as to which more than twenty  percent  (20%) of such account  debtor's  accounts
owed to the  Borrower  are due or unpaid  more than (Y) sixty days  after  their
original  due date or (Z) one  hundred  and five (105)  days after the  original
invoice  date;  (iii) as to which  the  account  debtor  is also a  creditor  or
supplier of the Borrower,  has disputed liability or made any claim with respect
to any other  account due from such  account  debtor to the  Borrower,  or as to
which the account is otherwise subject to any defense, counterclaim or offset of
or by the account debtor; (iv) as to which the account debtor is located outside
the United States  (except as otherwise  agreed in writing in its  discretion by
BKB with  respect to  specific  foreign  account  debtors);  (v) as to which the
account  debtor is located in New Jersey or  Minnesota,  unless the Borrower has
(x) filed a Notice of Business  Activities  Report in the appropriate  office or
agency for such state in the then current year, or (y) received a Certificate of
Authority to do business and is in good standing in such state; (vi) as to which
the sale  giving  rise to the account is on a  bill-and-hold,  guaranteed  sale,
sale-and-return,  sale on approval,  consignment  or other  repurchase or return
basis,  or is evidenced by a note or chattel  paper;  (vii) which arise out of a
sale  made by the  Borrower  to an  account  debtor  that is the  United  States
Government  or any  agency or  subdivision  thereof,  unless  the  Borrower  has
complied in all respects  with the Federal  Assignment of Claims Act of 1940, or
has  otherwise  satisfied  the Banks in their  reasonable  discretion  as to the
assignability  and  collectibility  of said  accounts;  (viii)  as to which  the
account  debtor is the  debtor  with  respect  to more than 10% of the  accounts
receivable  of the  Borrower  or as to  which  the  account  debtor  has had any
bankruptcy  or  insolvency  proceeding  commenced  by or against it; or (ix) the
account  debtors in respect  of which are  reasonably  deemed by the Banks to be
uncreditworthy or insolvent.

                  Environmental Laws. Any judgment, decree, order, law, license,
rule or  regulation  pertaining  to  environmental  matters,  including  without
limitation,  those  arising  under the  Resource  Conservation  and Recovery Act
("RCRA"), the Comprehensive  Environmental Response,  Compensation and Liability
Act of 1980 as amended ("CERCLA"),  the Superfund Amendments and Reauthorization
Act of 1986  ("SARA"),  the Federal  Clean Water Act, the Federal Clean Air Act,
the Toxic  Substances  Control Act, or any state or local  statute,  regulation,
ordinance, order or decree relating to health, safety or the environment.

                  ERISA.  The Employee Retirement Income Security Act of 1974.

                  ERISA  Affiliate.  Any  Person  which is  treated  as a single
employer with the Borrower under ss.414 of the Code.

                  ERISA  Reportable  Event. A reportable event with respect to a
Guaranteed  Pension  Plan  within  the  meaning  of  ss.4043  of  ERISA  and the
regulations promulgated thereunder as to which the requirement of notice has not
been waived.

                  Event of Default.  See ss.12.1.

                  Fair  Market  Value.  On any day,  (a) as to gold,  the London
Bullion  Brokers  second  fixing  price for that day,  or, in the event that the
London Bullion Brokers shall  discontinue or alter its usual practice of quoting
a price in Dollars for gold on such day, RIHT's spot quotation for that day; (b)
as to silver,  the Noon Handy & Harman  published  silver base price, or, in the
event  that there is no Handy & Harman fix or silver is not quoted in Dollars on
such  day,  RIHT's  spot  quotation  for that  day;  and (c) as to  platinum  or
palladium,  the London  Bullion  Brokers  second fixing price for the applicable
metal for that day,  or, in the event  that the  London  Bullion  Brokers  shall
discontinue  or alter its usual  practice  of quoting a price in Dollars for the
applicable metal on such day, RIHT's spot quotation for that day

                  Generally Accepted Accounting Principles or generally accepted
accounting  principles.  (a) When used in ss.9,  whether  directly or indirectly
through reference to a capitalized term used therein,  means (i) principles that
are  consistent  with the  principles  promulgated  or adopted by the  Financial
Accounting  Standards Board and its predecessors,  in effect for the fiscal year
ended  on  February  29,  1996,  and (ii) to the  extent  consistent  with  such
principles,  the accounting  practice of the Borrower reflected in its financial
statements  for the year ended on the Balance  Sheet Date,  and (b) when used in
general,  other than as provided above, means principles that are (i) consistent
with the principles promulgated or adopted by the Financial Accounting Standards
Board  and  its  predecessors,  as  in  effect  from  time  to  time,  and  (ii)
consistently applied with past financial statements of the Borrower adopting the
same  principles,  provided that in each case referred to in this  definition of
"generally accepted accounting  principles" a certified public accountant would,
insofar as the use of such accounting principles is pertinent,  be in a position
to deliver an unqualified opinion (other than a qualification  regarding changes
in generally accepted accounting principles) as to financial statements in which
such principles have been properly applied.

                  Guaranteed  Pension Plan.  Any employee  pension  benefit plan
within  the  meaning of ss.3(2) of ERISA  maintained  or  contributed  to by the
Borrower  or any  ERISA  Affiliate  the  benefits  of which  are  guaranteed  on
termination in full or in part by the PBGC pursuant to Title IV of ERISA,  other
than a Multiemployer Plan.

                  Guaranty.  The Unlimited  Guaranty of even date  herewith  
executed and delivered to the Banks by Ney Ultrasonics Inc., a Delaware 
corporation and Subsidiary of the Borrower.

                  Guarantor  Security   Agreement.   The  Security  Agreement  
of  even  date  herewith  among  NeY Ultrasonics Inc. and the Banks.

                  Hedging Policy.  See ss.8.1(g) hereof.

                  Indebtedness. All obligations,  contingent and otherwise, that
in conformity with generally accepted accounting principles should be classified
upon the obligor's balance sheet as liabilities, or to which reference should be
made  by  footnotes  thereto,  including  in  any  event  to the  extent  not so
classified:  (a) all debt and similar  monetary  obligations,  whether direct or
indirect;  (b)  all  liabilities  secured  by  any  mortgage,  pledge,  security
interest,  lien,  charge or other  encumbrance  existing  on  property  owned or
acquired  subject thereto by the obligor,  whether or not the liability  secured
thereby shall have been assumed; (c) indebtedness arising under or in connection
with any judgment;  and (d) all guarantees,  endorsements  and other  contingent
obligations  whether  direct or indirect in respect of  indebtedness  of others,
including  any  obligation  to supply  funds to or in any  manner to invest  in,
directly or indirectly,  the debtor, to purchase indebtedness,  or to assure the
owner of  indebtedness  against  loss,  through an agreement to purchase  goods,
supplies,  or services for the purpose of enabling the debtor to make payment of
the  indebtedness  held by such  owner  or  otherwise,  and the  obligations  to
reimburse the issuer in respect of any letters of credit.

                  Interest  Payment Date. (a) As to any Base Rate Loan, the last
day of the calendar month which  includes the Drawdown Date thereof;  and (b) as
to any LIBOR Rate Loan in respect of which the  Interest  Period is (i) 3 months
or less, the last day of such Interest  Period and (ii) more than 3 months,  the
date  that is 3 months  from the  first  day of such  Interest  Period  and,  in
addition, the last day of such Interest Period.

                  Interest  Period.  With  respect  to each  Revolving  Loan (a)
initially, the period commencing on the Drawdown Date of such Revolving Loan and
ending on the last day of one of the periods set forth below, as selected by the
Borrower  in a Loan  Request  (i) for any Base  Rate  Loan,  the last day of the
calendar month;  and (ii) for any LIBOR Rate Loan, 1, 2, 3 or 4 months;  and (b)
thereafter,  each  period  commencing  on the  last  day of the  next  preceding
Interest Period  applicable to such Revolving Loan and ending on the last day of
one of the periods set forth above,  as selected by the Borrower in a Conversion
Request;  provided  that all of the  foregoing  provisions  relating to Interest
Periods are subject to the following:

(i) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end
on a day  that is not a LIBOR  Business  Day,  that  Interest  Period  shall  be
extended to the next  succeeding  LIBOR  Business  Day unless the result of such
extension would be to carry such Interest Period into another calendar month, in
which event such Interest  Period shall end on the  immediately  preceding LIBOR
Business Day;

(ii) if any Interest  Period with respect to a Base Rate Loan would end on a day
that  is not a  Business  Day,  that  Interest  Period  shall  end  on the  next
succeeding Business Day;

(iii) if the  Borrower  shall fail to give  notice as  provided  in ss.2.7,  the
Borrower  shall be deemed to have  requested a conversion of the affected  LIBOR
Rate Loan to a Base Rate Loan, or the  continuation  of the applicable Base Rate
Loan as a Base Rate Loan,  as  applicable,  on the last day of the then  current
Interest Period with respect thereto;

(iv) any Interest Period relating to any LIBOR Rate Loan that begins on the last
LIBOR  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 LIBOR Business Day of the  corresponding  calendar
month; and

(v) any Interest  Period  relating to any  Revolving  Loan that would  otherwise
extend beyond the Revolving  Loan Maturity Date shall end on the Revolving  Loan
Maturity Date.

                  Investments.   All  expenditures   made  and  all  liabilities
incurred   (contingently   or  otherwise)  for  the   acquisition  of  stock  or
Indebtedness of, or for loans,  advances,  capital contributions or transfers of
property to, or in respect of any guaranties (or other  commitments as described
under Indebtedness), or obligations of, any Person. In determining the aggregate
amount of Investments  outstanding at any particular time: (a) the amount of any
Investment  represented  by a  guaranty  shall be  taken  at not  less  than the
principal amount of the obligations guaranteed and still outstanding;  (b) there
shall be  included  as an  Investment  all  interest  accrued  with  respect  to
Indebtedness  constituting an Investment unless and until such interest is paid;
(c) there  shall be  deducted  in  respect  of each such  Investment  any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment,  liquidating dividend or liquidating  distribution);  (d) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such  Investment,  whether as  dividends,  interest  or  otherwise,  except that
accrued  interest  included  as  provided  in the  foregoing  clause  (b) may be
deducted  when paid;  and (e) there  shall not be  deducted  from the  aggregate
amount of Investments any decrease in the value thereof.

                  Letter of Credit.  See ss.3.1.

                  Letter of Credit Application.  See ss.3.1.

                  Letter of Credit Fee.  See ss.3.5.

                  LIBOR Business Day. Any day on which commercial banks are open
for international  business  (including  dealings in Dollar deposits) in London,
England or such other  interbank  market as may be  selected  by BKB in its sole
discretion acting in good faith.

                  LIBOR  Lending  Office.  Initially,  the head  office  of BKB;
thereafter,  such  other  office  of BKB,  if  any,  that  shall  be  making  or
maintaining LIBOR Rate Loans.

                  LIBOR Rate.  For any  Interest  Period with respect to a LIBOR
Rate Loan,  the rate of interest  equal to the rate  determined  by BKB at which
Dollar deposits for such Interest Period are offered based either on information
presented on Telerate Page 3750 as of 11:00 a.m. London time on the second LIBOR
Business Day prior to the first day of such Interest Period or, if such Telerate
Page  is  unavailable  for  any  reason  whatsoever,  on any  other  information
reasonably  available to BKB,  divided by a number equal to 1.00 minus the LIBOR
Reserve Rate.

                  LIBOR Rate Loans.  Revolving Loans bearing interest cal-
culated by reference to the LIBOR Rate.

                  LIBOR Reserve  Rate.  For any day with respect to a LIBOR Rate
Loan,  the maximum  rate  (expressed  as a decimal) at which any lender  subject
thereto would be required to maintain  reserves under  Regulation D of the Board
of  Governors  of the  Federal  Reserve  System  (or any  successor  or  similar
regulations relating to such reserve  requirements)  against "LIBOR Liabilities"
(as that term is used in Regulation D), if such  liabilities  were  outstanding.
The  LIBOR  Reserve  Rate  shall  be  adjusted  automatically  on  and as of the
effective date of any change in the LIBOR Reserve Rate.

                  Loan Documents.  This Credit Agreement,  the Note, the 
Guaranty,  the Tax Sharing Agreement,  and the Security Documents.

                  Loan Request.  See ss.2.6.

                  Maximum  Drawing  Amount.  As of any date,  the maximum  
amount that may be drawn upon letters of credit issued by BKB.

                  Mortgage.  The  Mortgage  Deed,  Security  Agreement  and  
Fixture  Filing of even date  herewith executed and delivered by the Borrower 
to the Banks.

                  Multiemployer  Plan. Any  multiemployer  plan within the 
meaning of ss.3(37) of ERISA maintained or contributed to by the Borrower or any
ERISA Affiliate.

                  Note.  See ss.2.4.

                  Note Record.  A Record with respect to the Note.

                  Obligations. All indebtedness,  obligations and liabilities of
every kind and nature of the Borrower or any of its  Subsidiaries  to any of the
Banks,  individually  or  collectively,  existing  on the  date of  this  Credit
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,  including,
without  limitation,  those  obligations  arising or incurred  under this Credit
Agreement  or  any of the  other  Loan  Documents  or in  respect  of any of the
Revolving Loans or Deferred Payment Sales made or the Note or other  instruments
at any time evidencing any thereof.

                  Outstanding.  With  respect to the  Revolving  Loans or the 
Deferred  Payment  Sale  Amount,  the aggregate unpaid principal thereof as of 
any date of determination.

                  Patent  Assignment.  The  Patent  Collateral  Assignment  and
Security  Agreement  of even  date herewith among the Borrower and the Banks.

                  PBGC.  The  Pension  Benefit  Guaranty  Corporation  created 
by ss.4002 of ERISA and any  successor entity or entities having similar 
responsibilities.

                  Permitted Inventory Locations. Locations owned by the Borrower
or as to which the applicable  lessor or owner of such location has entered into
an  agreement,  in  form  and  substance  reasonably  acceptable  to the  Banks,
acknowledging the first lien of the Banks in the Collateral and agreeing to give
the Banks  access to such  collateral  for the  purpose of  removing it from the
premises.

                  Permitted Liens.  Liens, security interests and other 
encumbrances permitted by ss.8.2.

                  Person.   Any  individual,   corporation,   limited  liability
company,  partnership,  trust,  unincorporated  association,  business, or other
legal  entity,  and any  government  or any  governmental  agency  or  political
subdivision thereof.

                  Precious  Metals.  Gold  measured  in  troy  ounces  having  a
fineness of not less than .995; silver measured in troy ounces having a fineness
of not less than .999; and platinum and palladium measured in troy ounces having
a fineness of not less than .9995,  in each case without  regard to whether such
metal is in bullion form or is contained  in or processed  into other  materials
which contain  elements other than such Precious  Metal;  provided that, for the
purposes hereof,  the term "Precious Metals" refers only to the number of ounces
of the applicable metal, and not to any other contents of such materials.

                  Precious  Metal Fees.  The amount of any  applicable  premiums
(which  shall be  established  for each order of Precious  Metals by RIHT in its
sole discretion),  delivery charges, shipping insurance charges or other related
items applicable to each order of Precious Metals.

                  Purchase  Price The  amount  payable  to RIHT as the  purchase
price portion of the Deferred  Payment Sale Amount on any Deferred Payment Date,
which Purchase Price shall be, (a) if the Deferred  Payment Date is earlier than
the  Revolving  Loan  Maturity  Date and prior to the  occurrence of an Event of
Default,  equal to either  (i) a price to which the  Borrower  and RIHT agree or
(ii) if the  Borrower  and  RIHT  cannot  agree,  the Fair  Market  Value of the
applicable  Precious  Metal on the date of the  sale,  plus  any  Breakage  Fees
incurred by the Banks (as determined by RIHT), Precious Metal Fees, and Deferred
Payment Sale  Interest  accrued  thereon at the Default Rate until paid in full;
and (b) if the Deferred Payment Date is the Maturity Date, the Fair Market Value
of the applicable Precious Metals on the applicable date, plus any Breakage Fees
incurred by RIHT (as  determined  by RIHT),  Precious  Metal Fees,  and Deferred
Payment Sale Interest thereon; and (c) if the Deferred Payment Date is after the
occurrence  of an  Event of  Default,  RIHT's  spot  prices  for the  applicable
Precious  Metals,  which may be determined by RIHT as of the date that the Event
of  Default  is  declared  by the  Banks  to  have  occurred  or as of any  date
thereafter that RIHT determines to be appropriate under the circumstances,  plus
any Breakage Fees incurred by the RIHT (as  determined by RIHT),  Precious Metal
Fees, and Deferred Payment Sale Interest thereon at the Default Rate until paid.

                  Real  Estate.  All real  property  at any time owned or leased
(as  lessee or  sublessee)  by the
Borrower or any of its Subsidiaries.

                  Record.  The grid attached to the Note, or the continuation of
such grid, or any other similar record,  including computer records,  maintained
by BKB with respect to any Revolving Loans referred to in the Note.

                  Reimbursement  Obligation.  The Borrower's  obligation to 
reimburse BKB on account of any drawing under any Letter of Credit as provided 
herein.

                  Revolving Loan Maturity Date.  October 8, 1999.

                  Revolving Loans.  Revolving Loans made or to be made by BKB to
the Borrower pursuant to ss.2.

                  RIHT.  Rhode Island Hospital Trust National Bank.

                  Security Documents.  See ss.5.10.

                  Stock Pledge  Agreement.  The Stock Pledge  Agreement of even 
date herewith  between the Borrower and the Banks.

                  Subsidiary.  Any  corporation,  association,  trust,  or other
business entity of which the designated  parent shall at any time own,  directly
or  indirectly  through a Subsidiary  or  Subsidiaries,  at least a majority (by
number of votes) of the outstanding Voting Stock or equity interests.

                  Tax Sharing Agreement.  See ss.8.12.

                  Type.  As to any Revolving Loan, its nature as a Base Rate 
Loan or a LIBOR Rate Loan.

                  Uniform  Customs.  With  respect to any Letter of Credit,  the
Uniform   Customs  and  Practice  for  Documentary   Credits  (1993   Revision),
International  Chamber of Commerce Publication No. 500, or any successor version
thereto  adopted by BKB in the  ordinary  course of its  business as a letter of
credit issuer and in effect at the time of issuance of such Letter of Credit.

                  Unpaid  Reimbursement  Obligations.  The  sum  of all  unpaid
Reimbursement  Obligations  of the Borrower.

                  Voting  Stock.  Stock or  similar  interests,  of any class or
classes (however designated),  the holders of which are at the time entitled, as
such  holders,  to vote for the  election  of a majority  of the  directors  (or
persons performing similar functions) of the corporation,  association, trust or
other business  entity  involved,  whether or not the right so to vote exists by
reason of the happening of a contingency.

                  ss.1.2.  Rules of Interpretation.

                  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 Credit Agreement.

                  The singular  includes the plural and the plural  includes the
singular.

         A reference to any law includes any amendment or  modification  to such
law.

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

         Accounting  terms  not  otherwise  defined  herein  have  the  meanings
assigned  to them by  generally  accepted  accounting  principles  applied  on a
consistent basis by the accounting entity to which they refer.

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

         All terms not  specifically  defined  herein or by  generally  accepted
accounting principles, which terms are defined in the Uniform Commercial Code as
in  effect in the  State of  Connecticut,  have the  meanings  assigned  to them
therein.

         Reference to a  particular  "ss." refers to that section of this Credit
Agreement unless otherwise indicated.

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

ss.2.        THE REVOLVING LOAN FACILITY

ss.2.1.  Co  Subject  to the  terms  and  conditions  set  forth in this  Credit
Agreement,  BKB agrees to lend to the  Borrower  and the  Borrower  may  borrow,
repay, and reborrow from time to time between the Closing Date and the Revolving
Loan Maturity  Date upon notice by the Borrower to BKB given in accordance  with
ss.2.6,  such sums as are  requested by the  Borrower up to a maximum  aggregate
amount outstanding at any one time equal to the lesser of (a) the Borrowing Base
and (b) the sum of the Commitment  minus the Maximum Drawing Amount,  all Unpaid
Reimbursement  Obligations  and the Deferred  Payment Sale Amount  (after giving
effect to all amounts  requested).  Each request for a Revolving  Loan hereunder
shall  constitute  a  representation  and  warranty  by the  Borrower  that  the
conditions  set forth in ss.10 and ss.11,  in the case of the initial  Revolving
Loans to be made on the  Closing  Date,  and  ss.10,  in the  case of all  other
Revolving Loans, have been satisfied on the date of such request.

ss.2.2.  Co The Borrower agrees to pay to BKB a Commitment Fee calculated on the
basis  of a 360 day year and at a rate per  annum  equal to  one-quarter  of one
percent  (0.25%) per annum on the average daily unused amount of the  Commitment
(calculated by deducting the sum of  outstanding  Revolving  Loans,  the Maximum
Drawing Amount, all Unpaid Reimbursement  Obligations,  and the Deferred Payment
Sale Amount from the Commitment).  The Commitment Fee will accrue  commencing on
the date hereof and will be payable monthly in arrears on the first business day
of each month (or portion thereof),  commencing on the first such date after the
date hereof,  and upon the  Revolving  Loan  Maturity  Date (or upon any earlier
reduction or termination of the Commitment).

ss.2.3.  Vo The Borrower  shall have the right at any time and from time to time
upon three (3) Business  Days' prior written notice to BKB to reduce by $100,000
or an integral multiple of $50,000 in excess thereof,  or to terminate entirely,
the Commitment. Upon the effective date of any such voluntary reduction or other
(voluntary or involuntary)  termination,  the Borrower shall pay to BKB the full
amount of the  Commitment  Fee then  accrued on the amount of the  reduction  in
accordance  with  ss.2.2  hereof.  In  addition,  upon  the  termination  of the
Commitment,  the Borrower will pay to BKB the  aggregate  amount of all interest
accrued on the outstanding  principal  amount of the Revolving Loans through and
including  such  date  of  termination.  No  reduction  or  termination  of  the
Commitment may be reinstated.

ss.2.4.  Th The Revolving Loans shall be evidenced by the promissory note of the
Borrower  in  substantially  the form of  Exhibit  A hereto  (the  "Note").  The
Borrower irrevocably authorizes BKB to make or cause to be made, at or about the
time of the Drawdown Date of any Revolving Loan or at the time of receipt of any
payment of principal on the Note, an  appropriate  notation on BKB's Note Record
reflecting the making of such Revolving Loan or (as the case may be) the receipt
of such payment.  The  outstanding  amount of the  Revolving  Loans set forth on
BKB's Note Record shall be prima facie evidence of the principal  amount thereof
owing  and  unpaid  to BKB,  but the  failure  to  record,  or any  error  in so
recording,  any such  amount on BKB's Note Record  shall not limit or  otherwise
affect  the  obligations  of the  Borrower  hereunder  or under the Note to make
payments of principal of or interest on the Note when due.

ss.2.5.  In  Except as otherwise provided in ss.5.9,

(a)      Each Base Rate Loan shall bear interest for the period  commencing with
         the Drawdown  Date thereof and ending on the last day of each  Interest
         Period with respect thereto at the Base Rate.

(b)      Each LIBOR Rate Loan shall bear interest for the period commencing with
         the Drawdown  Date thereof and ending on the last day of each  Interest
         Period  with  respect  thereto  at the LIBOR Rate  determined  for such
         Interest Period plus two and one-half of one percent (2.5%).

(c)      The Borrower promises to pay interest on each Revolving Loan in arrears
         on each Interest Payment Date with respect thereto.

ss.2.6.  Re  Except  as  expressly  provided  for  in  certain  cash  management
agreements  between the Borrower and BKB, the Borrower shall give to BKB written
notice in the form of  Exhibit B hereto (or  telephonic  notice  confirmed  in a
writing  in the form of  Exhibit  B hereto)  of each  Revolving  Loan  requested
hereunder (a "Loan  Request") no less than (a) one (1) Business Day prior to the
proposed  Drawdown  Date of any Base Rate Loan and (b) three (3) LIBOR  Business
Days prior to the  proposed  Drawdown  Date of any LIBOR  Rate  Loan.  Each such
notice shall specify (i) the principal  amount of the Revolving Loan  requested,
(ii) the  proposed  Drawdown  Date of such  Revolving  Loan,  (iii) the Interest
Period  for such  Revolving  Loan in the case of a LIBOR  Rate Loan and (iv) the
Type of such Revolving  Loan. Each Loan Request shall be irrevocable and binding
on the Borrower and shall  obligate  the Borrower to accept the  Revolving  Loan
requested from BKB on the proposed Drawdown Date.  Except as expressly  provided
for in certain cash  management  agreements  between the Borrower and BKB,  each
Loan  Request  loan shall be in a minimum  aggregate  amount of  $100,000  or an
integral multiple of $50,000 in excess thereof.
ss.2.7.  Conversion Options.

(a)  The  Borrower  may  elect  from  time to time to  convert  any
     outstanding  Revolving  Loan  to a  Revolving  Loan of  another  Type,
     provided that (i) with respect to any such  conversion of a LIBOR Rate Loan
     to a Base Rate Loan,  the Borrower shall give BKB at least one (1) Business
     Day's prior written notice of such election;  (ii) with respect to any such
     conversion  of a Base Rate Loan to a LIBOR Rate Loan,  the  Borrower  shall
     give BKB at least three (3) LIBOR  Business  Days' prior written  notice of
     such  election;  (iii) with respect to any such  conversion of a LIBOR Rate
     Loan into a Base Rate Loan, such conversion  shall only be made on the last
     day of the Interest  Period with respect thereto and (iv) no Base Rate Loan
     may be  converted  into a LIBOR  Rate  Loan  when any  Default  or Event of
     Default has  occurred.  On the date on which such  conversion is being made
     BKB shall take such action as is necessary to transfer such Revolving Loans
     to its Domestic Lending Office or its LIBOR Lending Office, as the case may
     be.  All or any  part of  outstanding  Revolving  Loans  of any Type may be
     converted  into a  Revolving  Loan  of  another  Type as  provided  herein,
     provided  that any  partial  conversion  of a Base Rate Loan to a  
     LIBOR Rate Loan shall be in an aggregate  principal amount of $100,000 or a
     whole  multiple  of  $50,000 in excess  thereof.  Each  Conversion  Request
     relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall 
     be irrevocable by the Borrower.          
(b)  Any  Revolving  Loan of any Type may be  continued  as a Revolving
     Loan of the same  Type  upon the  expiration  of an  Interest  Period  with
     respect  thereto by compliance  by the Borrower with the notice  provisions
     contained in  ss.2.7(a);  provided that no LIBOR Rate Loan may be continued
     as such when any  Default or Event of Default  has  occurred,  but shall be
     automatically  converted  to a Base  Rate Loan on the last day of the first
     Interest Period relating thereto ending after the occurrence of any Default
     or Event of Default.  (c) Any  conversion to or from LIBOR Rate Loans shall
     be in such amounts and be made  pursuant to such  elections so that,  after
     giving effect  thereto,  the aggregate  principal  amount of all LIBOR Rate
     Loans having the same Interest Period shall not be less than $100,000 or an
     integral multiple of $50,000 in excess thereof. Notwithstanding anything to
     the contrary contained herein, at no time shall there be, in the aggregate,
     more than six (6) different  Interest  Periods with respect to  outstanding
     LIBOR Rate Loans.
ss.2.8. Maturity. The Borrower  promises to pay on the Revolving  Loan Maturity 
Date, and there shall become  absolutely  due and payable on the  Revolving  
Loan Maturity Date, all of the Revolving Loans outstanding on such date, 
together with any and all accrued and unpaid interest thereon.

ss.2.9. Mandatory Repayments of Revolving Loans. If at any time the aggregate  
outstanding amount of the Revolving Loans exceeds the lesser of (a) the 
Borrowing  Base and (b) the sum of the  Commitment minus the Maximum Drawing 
Amount, all Unpaid  Reimbursement  Obligations and the Deferred Payment Sale 
Amount, then the Borrower shall immediately pay the amount of such excess to BK
first for  application  to the Revolving  Loans and Unpaid
Reimbursement  Obligations  and then to the Deferred  Payment Sale Amount.  Each
such  partial  prepayment  upon the  Revolving  Loans shall be  applied,  in the
absence of  instruction  by the  Borrower,  first to the  principal of Base Rate
Loans and then to the principal of LIBOR Rate Loans.

ss.2.10.  Optional  Repayments of Revolving  Loans.  The Borrower shall have the
right, at its election,  to repay the outstanding amount of the Revolving Loans,
as a whole or in part, at any time without penalty or premium,  provided that if
any full or partial prepayment of the outstanding amount of any LIBOR Rate Loans
pursuant  to this  ss.2.10  is made on a day  other  than  the  last  day of the
Interest Period relating thereto, then the Borrower shall be obligated to pay to
BKB the amount of any loss,  cost or expense  associated  with the prepayment of
LIBOR  Rate Loans in  accordance  with  ss.5.8(d)  hereof.  Except as  expressly
provided for in certain cash management  agreements between the Borrower and the
Bank, the Borrower  shall give BKB, no later than 10:00 a.m.,  Hartford time, at
least one (1) Business  Day's prior  written  notice of any proposed  prepayment
pursuant to this ss.2.10 of Base Rate Loans,  and three (3) LIBOR Business Days'
notice of any proposed  prepayment pursuant to this ss.2.10 of LIBOR Rate Loans,
in each case specifying the proposed date of prepayment of Revolving  Loans, the
type of  Revolving  Loan to be prepaid and the  principal  amount to be prepaid.
Except as expressly  provided for in certain cash management  agreements between
the Borrower and the Bank,  each such partial  prepayment of the Revolving Loans
shall be in a  principal  amount of $100,000  or whole  multiples  of $50,000 in
excess  thereof,  and each such prepayment  shall be applied,  in the absence of
instruction by the Borrower,  first to the principal of Base Rate Loans and then
to the principal of LIBOR Rate Loans.
ss.3.         LETTERS OF CREDIT.
ss.3.1.    Letter of Credit Commitment.

(a)  Subject to the terms and  conditions  hereof and the  execution and 
     delivery by the Borrower of a letter of credit  application  on BKB's  
     customary  form (a "Letter of Credit  Application"), BKB (BKB being the 
     sole  issuer of the  Letters of Credit) upon the  representations  and 
     warranties of the Borrower contained herein,  agrees, in its individual 
     capacity, to issue, extend and renew for the account  of the  Borrower
     one  or  more  standby  letters  of  credit (individually, a "Letter of 
     Credit"), in such form as may be requested from time to time by the 
     Borrower and agreed to by BKB; provided, however, that after giving effect
     to such  request,(i)  the sum of the aggregate Maximum Drawing Amount and
     all Unpaid  Reimbursement  Obligations shall  not  exceed  $500,000  at 
     any one  time  and (ii) the sum of (A) the Maximum Drawing Amount, 
     (B) all Unpaid Reimbursement  Obligations,  (C) the aggregate amount of 
     all Revolving Loans  outstanding,  and (D) the Deferred Payment Sale 
     Amount,  shall not exceed the  Commitment.      
(b)  Each  Letter  of  Credit  Application  shall be  completed  to the
     reasonable  satisfaction  of BKB.  In the event that any  provision  of any
     Letter of Credit  Application  shall be inconsistent  with any provision of
     this Credit Agreement,  then the provisions of this Credit Agreement shall,
     to the extent of any such inconsistency, govern.    
(c) Each Letter of Credit issued, extended or renewed hereunder shall,
     among other things, (i) provide for the payment of sight or time drafts for
     honor  thereunder  when presented in conformity  with the terms thereof and
     when  accompanied  by the  documents  described  therein,  and (ii) have an
     expiry  date no later  than the date  which is ten (10)  days  prior to the
     Revolving Loan Maturity Date. Each Letter of Credit so issued,  extended or
     renewed shall be subject to the Uniform Customs.

ss.3.2. Reimbursement Obligation of the Borrower.

(a)  In order to induce BKB to issue,  extend and renew each  Letter of
     Credit,  the  Borrower  hereby  agrees to  reimburse or pay to BKB, for the
     account of BKB, with respect to each Letter of Credit  issued,  extended or
     renewed by BKB hereunder,

          (i) except as otherwise expressly provided in ss.3.2(a)(ii) and (iii),
     on each date that any draft presented  pursuant to such Letter of Credit is
     honored by BKB, or BKB otherwise makes a payment pursuant thereto,  (i) the
     amount paid by BKB  pursuant to such Letter of Credit,  and (ii) the amount
     of any taxes, fees or charges whatsoever incurred by BKB in connection with
     any payment  made by BKB  pursuant to such Letter of Credit,  
          (ii) upon the reduction (but not  termination) of the Commitment to an
     amount  less than the  Maximum  Drawing  Amount,  an  amount  equal to such
     difference,  which amount shall be held by BKB as cash  collateral  for all
     Unpaid  Reimbursement  Obligations,  and 
          (iii) upon the  termination of the Commitment,  or the  acceleration 
     of the Unpaid  Reimbursement  Obligations with respect to all Letters of 
     Credit in accordance  with ss.12,  an amount equal to the then current  
     Maximum Drawing Amount on all Letters of Credit, which  amount  shall  be  
     held  by BKB as cash  collateral  for all Unpaid Reimbursement Obligations.
  
Each such payment shall be made to BKB at BKB's Head Office in immediately
available  funds.  Interest  on any  and all  amounts  remaining  unpaid  by the
Borrower under this ss.3.2 at any time from the date such amounts become due and
payable  (whether as stated in this ss.3.2,  by acceleration or otherwise) until
payment in full (whether  before or after  judgment)  shall be payable to BKB on
demand at the rate specified in ss.5.9(a) for overdue principal on the Revolving
Loans.

(b) On the thirtieth  (30th) day prior to the Revolving  Loan Maturity
     Date, the aggregate amount of all Letters of Credit then outstanding  shall
     be (a) cash  collateralized by delivery by the Borrower to BKB of an amount
     equal to 105% of the Maximum  Drawing  Amount or (b) secured by delivery by
     the Borrower to BKB of a "back-to-back"  letter of credit, issued by a bank
     satisfactory to BKB (in its reasonable  discretion),  in an amount equal to
     105% of the Maximum Amount (it being understood that from time to time such
     cash collateral will be released,  and such back-to-back  letters of credit
     may be reduced, to the extent that the Maximum Drawing Amount is reduced).

ss.3.3.  Obligations Absolute.  The Borrower's obligations under this ss.3 shall
be absolute and  unconditional  under any and all circumstances and irrespective
of the occurrence of any Default or Event of Default or any condition  precedent
whatsoever or any setoff,  counterclaim or defense to payment which the Borrower
may have or have had against any Bank or any  beneficiary of a Letter of Credit.
The  Borrower  further  agrees  with the  Banks  that  the  Banks  shall  not be
responsible  for, and the  Borrower's  Unpaid  Reimbursement  Obligations  under
ss.3.2 shall not be affected by, among other things, the validity or genuineness
of documents or of any  endorsements  thereon,  even if such documents should in
fact prove to be in any or all respects  invalid,  fraudulent or forged,  or any
dispute  between or among the Borrower,  the beneficiary of any Letter of Credit
or any financing institution or other party to which any Letter of Credit may be
transferred  or any claims or defenses  whatsoever  of the Borrower  against the
beneficiary of any Letter of Credit or any such transferee.  The Banks shall not
be  liable  for any  error,  omission,  interruption  or delay in  transmission,
dispatch  or  delivery  of  any  message  or  advice,  however  transmitted,  in
connection with any Letter of Credit.  The Borrower agrees that any action taken
or omitted by any Bank under or in connection with each Letter of Credit and the
related drafts and documents,  if done in good faith,  without gross  negligence
and without willful  misconduct by such Bank, shall be binding upon the Borrower
and shall not result in any  liability on the part of any Bank to the  Borrower.

ss.3.4.  Reliance by Issuer. The Banks shall be entitled to rely, and shall
be fully  protected  in relying  upon,  any Letter of  Credit,  draft,  writing,
resolution,   notice,  consent,   certificate,   affidavit,  letter,  cablegram,
telegram,  telecopy,  telex  or  teletype  message,  statement,  order  or other
document believed by it to be genuine and correct and to have been signed,  sent
or made by the proper Person or Persons and upon advice and  statements of legal
counsel,  independent  accountants and other experts  selected by the Banks. The
Borrower  shall,  on the date of  issuance  or any  extension  or renewal of any
Letter of Credit  and at such (ii)  cusan  amount  (in each  case,  a "Letter of
Credit  Fee") equal to one and one-half  percent  (1-1/2%) per annum on the face
amount of such Letter of Credit.
ss.4.          DEFERRED PAYMENT SALE FACILITY.  

ss.4.1. Deferred Payment Sales.  Provided no Default or Event of Default
has occurred and is continuing,  RIHT, at the request of the Borrower, will sell
or  deliver  Precious  Metals  to  the  Borrower  on a  deferred  payment  basis
(collectively,  the "Deferred Payment Sales"),  provided that RIHT will not sell
or deliver  Precious Metals to the Borrower on a deferred payment basis if doing
so would cause the  Deferred  Payment  Sale  Amount  owing to RIHT to exceed the
Availability Amount. 

ss.4.2. Mechanics of Sales.
(a) The  Borrower  shall give notice to RIHT of its desire to purchase
     or receive  deliveries of Precious Metal on a deferred payment basis.  Upon
     receiving such request,  RIHT shall quote payment terms to the Borrower for
     the requested  amount and type of Precious Metal. If the Borrower agrees to
     pay on RIHT's payment  terms,  RIHT will then send via telecopier a written
     confirmation  of the sale to the Borrower which written  confirmation  (the
     "Confirmation  Order") will include the following  items:  (i) the quantity
     and fineness of the  Precious  Metal sold;  (ii) the payment  terms for the
     Precious  Metal sold;  (iii) the amount of any applicable  premiums  (which
     shall  be  established  for each  order  by RIHT in its  sole  discretion),
     delivery  charges,  shipping  insurance  charges  or  other  related  items
     applicable  to such  order of  Precious  Metals;  and (iv)  the  manner  of
     payment.  In each case,  Deferred  Payment Sale  Interest  will accrue on a
     daily  basis and will be  payable  within 10 days  after  RIHT sends to the
     Borrower its monthly invoice.   
(b)  Following  a  request  by the  Borrower  for  the  delivery  of a
     specified  quantity of Precious  Metals,  the  agreement of RIHT to deliver
     such Precious Metals, and the agreement of the Borrower and RIHT on pricing
     and other terms for such  delivery,  the Borrower shall be obligated to pay
     the  Purchase  Price on each  Deferred  Payment  Date with  respect to such
     Precious Metals.

ss.4.3. Deliveries of Precious Metals. All deliveries of Precious Metals by RIHT
to the Borrower  will be made by delivery to the  Permitted  Inventory  Location
designated  by  the  Borrower,  such  delivery  to be on  terms  and  conditions
satisfactory to RIHT. All shipping expenses (including insurance) shall be borne
by the  Borrower  and any  such  expenses  paid or  incurred  by RIHT  shall  be
reimbursed by the Borrower upon demand by RIHT.  Upon RIHT's sale or delivery of
Precious Metals to the Borrower, title to the Precious Metals will become vested
in the Borrower.  Upon each delivery, the Borrower shall bear the entire risk of
loss,  theft,  damage  or  destruction  of the  Precious  Metals  from any cause
whatsoever,  whether or not such  Precious  Metals are insured.  Notwithstanding
anything  to the  contrary  contained  herein,  RIHT  shall not be liable to the
Borrower  if RIHT fails to deliver the  Precious  Metals by reason of any act of
occurrence beyond RIHT's control including any Act of God or other  catastrophe,
force  majeure,   lack  of  supply,  delay  in  transportation,   war  or  other
hostilities,  strike,  lock out,  epidemic,  acts of  government or other public
authority,  unavoidable  casualties or any other causes  beyond RIHT's  control.
RIHT MAKES NO WARRANTY OF  MERCHANTABILITY  IN RESPECT TO PRECIOUS METAL SOLD OR
DELIVERED UNDER THIS AGREEMENT NOR OF FITNESS FOR ANY PARTICULAR PURPOSE NOR ANY
OTHER WARRANTIES,  EXPRESS OR IMPLIED,  except RIHT does warrant to the Borrower
that the Precious  Metal sold or delivered to the Borrower  hereunder will be of
the fineness stated in the applicable Confirmation Order.

ss.4.4.  Maturity.  Deferred Payment Sales will be available until the Revolving
Loan  Maturity  Date and all or any portion of the Deferred  Payment Sale Amount
that is not due or payable  before the Revolving  Loan Maturity Date will in any
event be payable not later than the Revolving Loan Maturity Date. All agreements
to sell or deliver  Precious Metals shall, if not sooner expired,  expire on the
Revolving Loan Maturity Date.

ss.4.5. Availability.  During the term hereof, purchases of Precious Metals will
be available in minimum  amounts to be determined by RIHT. All purchases will be
priced by reference to the Fair Market Value of the applicable Precious Metal on
the particular day, plus applicable Precious Metal Fees.

ss.4.6. Inventory Restrictions. All Precious Metal shall be located at all times
solely at Permitted Inventory  Locations,  and may be sold or otherwise disposed
of solely in the ordinary course of the Borrower's business consistent with past
practices.

ss.5.        CERTAIN GENERAL PROVISIONS.

ss.5.1.      Funds for Payments.

(a) All payments of principal, interest, commitment fees and any other
     amounts due hereunder or under any of the other Loan Documents with respect
     to  Revolving  Loans  shall be made to BKB at BKB's Head  Office or at such
     other  location that BKB may from time to time  designate,  in each case in
     immediately available funds. The Deferred Payment Sale Amount owed to RIHT,
     including,  without  limitation,  all Deferred  Payment Sale Interest,  all
     Purchase Prices,  Precious Metal Fees and Breakage Fees applicable thereto,
     shall be repaid by the Borrower to RIHT in the applicable Precious Metal or
     in immediately available Dollars and in accordance with the requirements of
     the applicable Confirmation Order.
(b)  All payments by the Borrower  hereunder and under any of the other
     Loan Documents  shall be made without setoff or  counterclaim  and free and
     clear of and without  deduction  for any taxes,  levies,  imposts,  duties,
     charges, fees, deductions, withholdings,  compulsory loans, restrictions or
     conditions  of any  nature  now  or  hereafter  imposed  or  levied  by any
     jurisdiction  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 or under any of
     the other Loan  Documents,  the Borrower will pay to the Banks, on the date
     on which such amount is due and payable  hereunder or under such other Loan
     Document, such additional amount in Dollars as shall be necessary to enable
     the  Banks to  receive  the same net  amount  which the  Banks  would  have
     received  on such due date had no such  obligation  been  imposed  upon the
     Borrower.  The Borrower will deliver promptly to the Banks  certificates or
     other valid  vouchers for all taxes or other charges  deducted from or paid
     with respect to payments made by the Borrower hereunder or under such other
     Loan Document.

ss.5.2.   Computations.  All computations of interest on the Revolving Loans and
the deferred Payment Sale Interest and all computaions of fees due and payable
hereunder shall be based on a 360 day year and paid for the actual number of
days elapsed.  Except as otherwise provided in the definition of the term
"Interest Period" with respect to LIBOR Rate Loans, whenever a payment hereunder
or under any of the other Loan Documents becomes due on a day that is not a 
Business Day, the due date for such payment shall be extended to the next 
succeeding Business Day, and interest shall accrue during such extensions.  The
outstanding amount of (a) the Revolving Loans as reflected onthe Note Record
and (b) the Deferred Payment Sale Amount as reflected on the books and records
of RIHT from time to time shall be considered correct anda binding on the 
Borrower unless within fifteen (15) Business Days after receipt of any notice
by the Borrower of such outstanding amounts, the Borrower shall notify BKB
or RIHT, as applicable, of its disagreement with such calculation.

ss.5.3.   Inability  to  Determine  LIBOR  Rate.  In  the  event  prior  to  the
commencement  of any Interest  Period relating to any LIBOR Rate Loan, BKB shall
determine that adequate and reasonable methods do not exist for ascertaining the
LIBOR Rate that would otherwise  determine the rate of interest to be applicable
during  any  Interest   Period,   BKB  shall   forthwith  give  notice  of  such
determination  to the  Borrower  (which shall be  conclusive  and binding on the
Borrower). In such event (a) any Loan Request or Conversion Request with respect
to LIBOR Rate Loans shall be automatically  withdrawn,  (b) each LIBOR Rate Loan
will automatically, on the last day of the then current Interest Period relating
thereto,  become a Base Rate Loan, and (c) the  obligations of BKB to make LIBOR
Rate Loans shall be suspended until BKB determines that the circumstances giving
rise to such  suspension  no longer  exist,  whereupon  BKB shall so notify  the
Borrower.

ss.5.4. Illegality.  Notwithstanding any other provisions herein, if any present
or  future  law,  regulation,  treaty or  directive,  or the  interpretation  or
application  thereof  shall make it unlawful  for BKB to make or maintain  LIBOR
Rate  Loans,  BKB  shall  forthwith  give  notice of such  circumstances  to the
Borrower and  thereupon  (a) the  commitment  of BKB to make LIBOR Rate Loans or
convert Base Rate Loans to LIBOR Rate Loans shall forthwith be suspended and (b)
the  Revolving  Loans then  outstanding  as LIBOR Rate Loans,  if any,  shall be
converted  automatically  to Base  Rate  Loans on the last day of each  Interest
Period  applicable to such LIBOR Rate Loans or within such earlier period as may
be required by applicable  law. The Borrower  hereby agrees promptly to pay BKB,
upon demand by BKB,  any  additional  amounts that are  reasonably  necessary to
compensate  BKB for any  costs  (but  excluding  loss  of  anticipated  profits)
incurred  by BKB in making  any  conversion  in  accordance  with  this  ss.5.4,
including any interest or fees payable by BKB to lenders of funds obtained by it
in order to make or maintain LIBOR Rate Loans hereunder.

ss.5.5.  Additional  Costs,  Etc. If any present or future applicable law, which
expression,  as used herein, includes statutes, 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 hereafter made upon or otherwise issued to any Bank by
any  central  bank or other  fiscal,  monetary or other  governmental  authority
(whether or not having the force of law), shall:

(a)  subject  any Bank to any tax,  levy,  impost,  duty  charge,  fee,
     deduction or withholding of any nature with respect to this Agreement,  the
     other Loan  Documents,  the Commitment or the Revolving  Loans,  Letters of
     Credit,  or Deferred Payment Sales (other than taxes based upon or measured
     by the income or profits of such Bank), or 
(b)  materially  change the basis of  taxation  (except  for change in
     taxes on income or profits) of payments to any Bank of the  principal of or
     the interest on any Revolving  Loan,  Letters of Credit,  Deferred  Payment
     Sale Amount,  or any other amounts payable to any Bank under this Agreement
     or any of the other Loan Documents, or
(c)  impose or increase or render  applicable  (other than to
     the extent  specifically  provided  for  elsewhere in this  Agreement)  any
     special deposit, reserve, assessment,  liquidity, capital adequacy or other
     similar  requirements  (whether  or not  having  the force of law)  against
     assets  held by,  or  deposits  in or for the  account  of, or loans by, or
     letters of credit  issued by, or  commitments  of an office of any Bank, or
(d)  impose on any Bank any other conditions or requirements with respect to
     this  Agreement,  the other Loan Documents,  the Commitment,  the Revolving
     Loans,  the Letters of Credit,  the Deferred Payment Sales, or any class of
     loans or  commitments of which any of the Revolving  Loans,  the Letters of
     Credit,  or Deferred  Payment Sales forms a part,  and the result of any of
     the foregoing is: 
          (i) to increase the cost to any Bank of making,  funding,
     issuing,  renewing,  extending or maintaining  any of the Revolving  Loans,
     Letters of Credit, or Deferred Payment Sales or the Commitment,  or 
          (ii) to reduce the amount of  principal,  interest or other amount  
     payable to such Bank hereunder on account of the Commitment or any of the 
     Revolving  Loans, Letters of Credit, or Deferred Payment Sales, or 
          (iii) to  require  such  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 such Bank from the
     Borrower  hereunder,  then, and in each such case, the Borrower will,  upon
     demand  made by such Bank at any time and from time to time and as often as
     the occasion  therefor may arise, pay to such Bank such additional  amounts
     as will be  sufficient to compensate  such Bank for such  additional  cost,
     reduction, payment or foregone interest or other sum.

ss.5.6.  Capital  Adequacy.  If any  present or future law,  governmental  rule,
regulation,  policy,  guideline or directive (whether or not having the force or
law) or the  interpretation  thereof by a court or  governmental  authority with
appropriate  jurisdiction  affects the amount of capital required or expected to
be maintained by any Bank or any corporation controlling such Bank and such Bank
determines  that the  amount  of  capital  required  to be  maintained  by it is
increased by or based upon the  existence  of the  Commitment  or the  Revolving
Loans, the Letters of Credit or the Deferred  Payment Sales,  then such Bank may
notify the Borrower of such fact. To the extent that the costs of such increased
capital  requirements are not reflected in the Base Rate or the Deferred Payment
Sale  Interest,  as  applicable,  the  Borrower  and such Bank shall  thereafter
attempt to negotiate in good faith,  within thirty (30) days of the day on which
the Borrower  receives such notice,  an adjustment  payable  hereunder that will
adequately compensate such Bank in light of these circumstances. If the Borrower
and such Bank are unable to agree to such adjustment  within thirty (30) days of
the date on which the Borrower receives such notice, then commencing on the date
of such notice (but not earlier than the  effective  date of any such  increased
capital requirement),  the amounts payable hereunder shall increase by an amount
that will, in the  reasonable  determination  of such Bank (as the case may be),
provide  adequate  compensation.  Each Bank shall  allocate such cost  increases
among its customers in good faith and on a basis  determined by such Bank in its
discretion to be equitable,  and the Borrower shall not have the right to review
or challenge the basis for such allocation.         

ss.5.7. Certificate. A certificate setting forth any additional
amounts payable pursuant to ss.ss.5.5 or 5.6 and a reasonable
explanation of such amounts which are due, submitted by any Bank to
the Borrower, shall be conclusive, absent demonstrable error, that
such amounts are due and owing. 

ss.5.8. Indemnity. The Borrower agrees to indemnify each Bank and to
hold each Bank harmless from and against any loss, cost or expense
that such Bank may sustain or incur as a consequence of (a) default by
the Borrower in payment of the principal amount of or any interest on
all or any portion of any LIBOR Rate Loan as and when due and payable,
including any such loss or expense arising from interest or fees
payable by such Bank to lenders of funds obtained by it in order to
maintain a LIBOR Rate Loan, (b) default by the Borrower in making a
borrowing after the Borrower has given (or is deemed to have given) a
Loan Request, (c) default by the Borrower in the conversion of any
LIBOR Rate Loan after the Borrower has given (or is deemed to have
given) a request for conversion in accordance with ss.2.7 or (d) the
making of any payment of all or any portion of any LIBOR Rate Loan or
the making of any conversion of all or any portion of such LIBOR Rate
Loan to a Base Rate Loan on a day that is not the last day of the
applicable Interest Period with respect thereto, including interest or
fees payable by such Bank to lenders of funds obtained by it in order
to maintain any such LIBOR Rate Loan. 

ss.5.9. Interest After Default

(a)  Overdue  (beyond  any  grace  period)  principal  of,  and (to  the  extent
     permitted  by  applicable  law)  interest  on any  Revolving  Loan  and the
     Deferred  Payment  Sale  Amount  and  all  other  overdue  amounts  payable
     hereunder  or under any of the other Loan  Documents  shall  bear  interest
     compounded  monthly  and payable on demand at a rate per annum equal to the
     Default  Rate until  such  amount  shall be paid in full  (after as well as
     before judgment). 
(b)  After the occurrence and during the continuance of an Event of Default, the
     outstanding   principal   amount  of  the  Revolving   Loans,   all  Unpaid
     Reimbursement Obligations, and the Deferred Payment Sale Amount not overdue
     shall bear interest at a rate per annum equal to the Default Rate.


ss.6.    Representations and Warranties.  The Borrower represents and warrants 
to the Banks as follows:

ss.6.1.  Corporate Authority.

(a)  Incorporation;  Good  Standing.  Each  of the  Borrower  and  its
     Subsidiaries (i) is a corporation  duly organized,  validly existing and in
     good standing  under the laws of its state of  incorporation,  (ii) has all
     requisite  corporate  power to own its property and conduct its business as
     now conducted and as presently contemplated,  and (iii) is in good standing
     as a foreign  corporation  and is duly  authorized  to do  business in each
     jurisdiction  where such  qualification is necessary except where a failure
     to be so  qualified  would  not  have  a  material  adverse  effect  on the
     business, assets or financial condition of the Borrower or such Subsidiary.

(b)  Authorization.  The execution,  delivery and  performance of this
     Credit  Agreement and the other Loan Documents to which the Borrower or any
     of its  Subsidiaries  is or is to  become  a  party  and  the  transactions
     contemplated  hereby and thereby (i) are within the corporate  authority of
     such Person,  (ii) have been duly  authorized  by all  necessary  corporate
     proceedings,  (iii)  do not  conflict  with  or  result  in any  breach  or
     contravention of any provision of law, statute, rule or regulation to which
     the Borrower or any of its Subsidiaries is subject or any judgment,  order,
     writ,  injunction,  license or permit  applicable to the Borrower or any of
     its  Subsidiaries  and (iv) do not conflict with or require  approval under
     any  provision of the  corporate  charter or bylaws of, or any agreement or
     other  instrument  binding  upon,  the Borrower or any of its  Subsidiaries
     (other than those already  obtained by the Borrower on or prior to the date
     hereof).

(c)  Enforceability.   The  execution  and  delivery  of  this  Credit
     Agreement and the other Loan  Documents to which the Borrower or any of its
     Subsidiaries  is or is to become a party will  result in valid and  legally
     binding  obligations  of such Person  enforceable  against it in accordance
     with the  respective  terms and  provisions  hereof and thereof,  except as
     enforceability  is  limited  by  bankruptcy,  insolvency,   reorganization,
     moratorium or other laws relating to or affecting generally the enforcement
     of  creditors'  rights and except to the extent  that  availability  of the
     remedy of specific  performance or injunctive relief or any other equitable
     remedy  is  subject  to  the  discretion  of the  court  before  which  any
     proceeding therefor may be brought.

ss.6.2. Government Approvals. The execution, delivery and performance by the
Borrower and any of its Subsidiaries of this Credit Agreement and the other
Loan Documents to which the Borrower or any of its Subsidiaries is or is to
become a party and the transactions contemplated hereby and thereby do not
require the approval or consent of, or filing with, any governmental agency
or authority other than those already obtained.

ss.6.3. Title to Properties; Leases. Except as indicated on Schedule
6.3 hereto, the Borrower and its Subsidiaries own all of the assets
reflected in the consolidated balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date or acquired since that date
(except property and assets sold or otherwise disposed of in the
ordinary course of business since that date), subject to no rights of
others, including any mortgages, leases, conditional sales agreements,
title retention agreements, liens or other encumbrances except
Permitted Liens. ss.6.4. Financial Statements. There has been
furnished to each of the Banks consolidated and consolidating balance
sheets and consolidated and consolidating statements of income of
Andersen Group, Inc. and its Subsidiaries (including the Borrower) for
the fiscal year ending February 29, 1996, and as at the Balance Sheet
Date. Such balance sheets and statements of income have been prepared
in conformity with generally accepted accounting principles and fairly
present the financial condition of Andersen Group, Inc. and the
Borrower as at the close of business on the dates thereof and the
results of operations for the periods reported therein. There are no
material contingent liabilities of the Borrower or any of its
Subsidiaries as of either of such dates which were not disclosed in such 
balance sheets and the notes related thereto.

ss.6.5. No Material Changes, Etc. Since the Balance Sheet Date there
has occurred no materially adverse change in the financial condition
or business of the Borrower and its Subsidiaries as shown on or
reflected in the consolidated balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date, or the consolidated
statement of income for the four (4) fiscal month period then ended,
other than changes in the ordinary course of business that have not
had any materially adverse effect either individually or in the
aggregate on the business or financial condition of the Borrower or
any of its Subsidiaries.

ss.6.6. Franchises, Patents, Copyrights, Etc. Each of the Borrower and
its Subsidiaries possesses all franchises, patents, copyrights,
trademarks, trade names, licenses and permits, and rights in respect
of the foregoing, adequate for the conduct of its business
substantially as now conducted without conflict with any rights of
others.

ss.6.7. Litigation. Except as set forth in Schedule 6.7 hereto,
there are no actions, suits, proceedings or investigations of any kind
pending or threatened against the Borrower or any of its Subsidiaries
before any court, tribunal or administrative agency or board that, if
adversely determined, might, either in any case or in the aggregate,
materially adversely affect the properties, assets, financial
condition or business of the Borrower and its Subsidiaries considered
as a whole or materially impair the right of the Borrower and its
Subsidiaries, considered as a whole, to carry on business
substantially as now conducted by them, or result in any substantial
liability not adequately covered by insurance, or for which adequate
reserves are not maintained on the consolidated balance sheet of the
Borrower and its Subsidiaries, or which question the validity of this
Credit Agreement or any of the other Loan Documents, or any action
taken or to be taken pursuant hereto or thereto.

ss.6.8. No Materially Adverse Contracts, Etc. Neither the
Borrower nor any of its Subsidiaries is subject to any charter,
corporate or other legal restriction, or any judgment, decree, order,
rule or regulation that has or is expected in the future to have a
materially adverse effect on the business, assets or financial
condition of the Borrower and its Subsidiaries considered as a whole.
Neither the Borrower nor any of its Subsidiaries is a party to any
contract or agreement that has or is expected to have any materially
adverse effect on the business of the Borrower and its Subsidiaries
considered as a whole.

ss.6.9. Compliance with Other Instruments, Laws, Etc. Neither the
Borrower nor any of its Subsidiaries is in violation of/any provision
of its charter documents, bylaws, or any agreement or instrument to
which it may be subject or by which it or any of its properties may be
bound or any decree, order, judgment, statute, license, rule,
regulation or law (including, without limitation, Environmental laws
and ERISA), in any of the foregoing cases in a manner that could
result in the imposition of substantial penalties or materially and
adversely affect the financial condition, properties or business of
the Borrower and its Subsidiaries taken as a whole.

ss.6.10. Tax Status. The Borrower and its Subsidiaries (a) have
made or filed all federal and state income and all other tax returns,
reports and declarations required by any jurisdiction to which any of
them is subject, (b) have paid all taxes and other governmental
assessments and charges shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith
and by appropriate proceedings and (c) have set aside on their books
provisions reasonably adequate for the payment of all taxes for
periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and the
officers of the Borrower know of no basis for any such claim.

ss.6.11 No Default of Default. or Event of Default has occurred and is
continuing.

ss 6.12 Holding Company and Investment Company Acts.  Neither the Borrower nor 
any of its Subsidiaries is 
(a) "holding company", or a "subsidiary company" of a "holding
     company", or an affiliate" of a "holding company", as such terms are
     defined in the Public Utility Holding Company Act of 1935;
(b)  an "investment company"or an "affiliated company" or a "principal
     underwriter" of an "investment company", as such terms are defomed in
     the Investment Company Act of 1940;
(c)  a "commodity trading adviser," a "commodity pool operator" or a "futures 
     commission merchant" within the meaning of the Commodity Futures Trading 
     Commission Act of 1974, as amended.

ss.6.13.  Regulations  U and X. The proceeds of the  Revolving  Loans,  the
Letters of Credit  and the  Deferred  Payment  Sales  shall be used for  working
capital  and  general  corporate  purposes  of the  Borrower.  No portion of any
Revolving  Loan is to be used for the  purpose of  purchasing  or  carrying  any
"margin  security" or "margin stock" as such terms are used in Regulations U and
X of the Board of Governors of the Federal Reserve System,  12 C.F.R.  Parts 221
and 224. 

ss.6.14.  Subsidiaries,  etc. The only Subsidiaries of the Borrower are
set forth on Schedule 6.14 attached hereto; provided, that if the Borrower shall
acquire any additional Subsidiaries after the date hereof in accordance with the
terms  hereof,  the Borrower  shall  promptly  provide the Banks with an updated
Schedule 6.14.

ss.6.15. Insurance. The Borrower and each of its Subsidiaries maintain with
financially  sound  and  reputable  insurers  insurance  with  respect  to their
properties  and business  against such  casualties and  contingencies  as are 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 are reasonable and prudent.

ss.6.16.  Broker  Accounts.  Attached  hereto as  Schedule  6.16 is a true,
correct and complete listing of all of the Broker Accounts of the Borrower.

ss.6.17. D The  representations  and warranties herein do not contain any untrue
statement  of a material  fact and do not omit any facts  necessary  to make the
statements contained in such representations and warranties not misleading.

ss.6.17.  Disclosures.  The Borrower  covenants and agrees that, so long as
any  Revolving  Loan or Letter of Credit,  the  Deferred  Payment Sale Amount or
other obligation is outstanding hereunder or under any Loan Document or any Bank
has any obligation to make any Revolving Loan or Deferred  Payment Sale or issue
any Letter of Credit:

ss.7.  Affirmative  Covenants of the Borrower.  The Borrower  covenants and
agrees that,  so long as any  Revolving  Loan or Letter of Credit,  the Deferred
Payment Sale Amount or other  obligation is  outstanding  hereunder or under any
Loan  Document  or any Bank has any  obligation  to make any  Revolving  Loan or
Deferred Payment Sale or issue any Letter of Credit:

ss.7.1.  Punctual  Payment.  The Borrower will duly and  punctually  pay or
cause to be paid the  principal  and  interest  on the  Revolving  Loans and the
Deferred Payment Sale Amount,  the Commitment Fees, the Precious Metal Fees, the
Breakage  Fees and all other amounts  provided for in this Credit  Agreement and
the other Loan Documents to which the Borrower or any of its  Subsidiaries  is a
party,  all in accordance with the terms of this Credit Agreement and such other
Loan Documents.

ss.7.2.  Maintenance  of  Office.  The  Borrower  will  maintain  its chief
executive  office in  Bloomfield,  Connecticut,  or at such  other  place in the
United States of America as the Borrower shall  designate upon written notice to
BKB, where notices, presentations and demands to or upon the Borrower in respect
of the Loan Documents to which the Borrower is a party may be given or made.

ss.7.3. Records and Accounts. The Borrower will (a) keep, and cause each of
its  Subsidiaries  to keep,  true and  accurate  records and books of account in
which full,  true and correct  entries will be made in conformity with generally
accepted  accounting  principles and (b) maintain adequate accounts and reserves
for all taxes (including income taxes),  depreciation,  depletion,  obsolescence
and  amortization  of its  properties  and the  properties of its  Subsidiaries,
contingencies, and other reserves.

ss.7.4.  Financial Statements, Certificates and Information. The Borrower will 
deliver to each of the Banks:

(a)       as soon as  practicable,  but in any event not later than  ninety (90)
          days  after  the  end  of  each  fiscal  year  of  the  Borrower,  the
          consolidated  and reviewed  consolidating  balance  sheets of Andersen
          Group, Inc. and its Subsidiaries (including,  without limitation,  the
          Borrower  and its  Subsidiaries)  as at the end of such year,  and the
          related consolidated and reviewed  consolidating  statements of income
          and  consolidated  statement of cash flow for such year,  each setting
          forth in comparative form the figures for the previous fiscal year and
          all such consolidated  statements to be in reasonable detail, prepared
          in conformity  with  generally  accepted  accounting  principles,  and
          accompanied  by a review  thereof (or, if requested at any time by the
          Banks,  an  unqualified   (except  for   non-material   qualifications
          acceptable  to the Banks)  audit  thereof)  by  independent  certified
          public  accountants  satisfactory to the Banks, which statements shall
          be  accompanied by annual  projections  submitted by the management of
          the Borrower in form and detail acceptable to the Banks;

     (b)  as soon as  practicable,  but in any event not later  than  forty-five
          (45)  days  after  the end of each  calendar  quarter,  copies  of the
          unaudited   consolidated  and  consolidating  balance  sheets  of  the
          Borrower and its  Subsidiaries as at the end of such quarter,  and the
          related  consolidated  and  consolidating  statements  of  income  and
          consolidated statements of cash flow for the portion of the Borrower's
          fiscal year then  elapsed,  and aging reports with respect to accounts
          receivable and accounts payable, all in reasonable detail and prepared
          in conformity with generally accepted accounting principles,  together
          with a certification by the principal  financial or accounting officer
          of the  Borrower  that the  information  contained  in such  financial
          statements fairly presents the financial  position of the Borrower and
          its  Subsidiaries on the date thereof  (subject to customary  year-end
          adjustments);

     (c)  as soon as  practicable,  but in any  event  not  later  than
          thirty (30) days after the end of each month,  copies of the unaudited
          consolidated and consolidating  balance sheets of the Borrower and its
          Subsidiaries as at the end of such month, and the related consolidated
          and  consolidating  statements  of  income  for  the  portion  of  the
          Borrower's fiscal year then elapsed, and aging reports with respect to
          accounts receivable and accounts payable, all in reasonable detail and
          prepared in conformity with generally accepted accounting  principles,
          together with a certification by the principal financial or accounting
          officer  of the  Borrower  that  the  information  contained  in  such
          financial  statements  fairly  presents the financial  position of the
          Borrower  and  its  Subsidiaries  on  the  date  thereof  (subject  to
          customary year-end adjustments);

     (d)  simultaneously with the delivery of the financial  statements
          referred to in subsections (a) and (b) above, a statement certified by
          the principal  financial or accounting officer of the Borrower in form
          and  substance  reasonably  satisfactory  to BKB and setting  forth in
          reasonable  detail   computations   evidencing   compliance  with  the
          covenants  contained in ss.9 and (if  applicable)  reconciliations  to
          reflect changes in generally accepted accounting  principles since the
          Balance Sheet Date;

     (e)  on the fourth day of each  calendar  week,  a Borrowing  Base
          report  certified by the chief  financial  officer or president of the
          Borrower, in form reasonably acceptable to BKB;

     (f)  as and when  requested  by  either of the  Banks,  collateral
          reports by an independent collateral auditor or appraiser satisfactory
          to the Banks with  respect to the amount and value of  Precious  Metal
          and  other  inventory  held  by the  Borrower  and  set  forth  in the
          borrowing base of the Borrower;

    (g)   promptly  upon the mailing or filing  thereof,  copies of all
          financial  statements,  reports  and  proxy  statements  mailed to the
          public  shareholders  of  the  Borrower  or  any  stockholder  of  the
          Borrower,  and copies of all  registration  statements and Forms 10-K,
          10-Q and 8-K filed with the Securities and Exchange Commission (or any
          successor thereto) or any national securities exchange by the Borrower
          or any stockholder of the Borrower;

    (h)   as soon as  available  and in any event not later than 6 p.m.
          on the  fourth  Business  Day of each  calendar  week,  (i) a  summary
          (certified  by  the  chief  financial  officer  of  the  Borrower  and
          substantially  in form  reasonably  acceptable to BKB) of the long and
          short positions of the Borrower (including,  without limitation, their
          respective  open,  forward,  and options and  futures  contracts)  for
          Precious Metal and the Precious Metal  Inventory of the Borrower as at
          the close of  business on the  previous  Friday (or if such Friday was
          not a Business Day, then as at the close of business on the next prior
          Business Day), and promptly thereafter,  a written advice with respect
          to the foregoing,  together with such  reasonable  detail as to permit
          the Banks to ascertain  the basis of such  calculations  and summaries
          and (ii) a schedule  (certified by the chief financial  officer of the
          Borrower)  setting  forth  the  calculations  necessary  to  show  the
          Borrower's compliance with the terms of Section 8.10 hereof; and

    (i)   from time to time such other  financial data and  information
          (including accountants' management letters) as any Bank may reasonably
          request.

ss.7.5.  Notices.

     (a)  Defaults.  The  Borrower  will  promptly  notify  each of the Banks in
writing of the  occurrence  of any  Default or Event of  Default.  If any Person
shall give any notice or take any other  action in respect of a claimed  default
(constituting  an Event of  Default)  under this Credit  Agreement  or any other
note,  evidence of indebtedness,  indenture or other obligation to which or with
respect to which the Borrower or any of its  Subsidiaries is a party or obligor,
whether  as  principal,  guarantor,  surety or  otherwise,  the  Borrower  shall
forthwith  give  written  notice  thereof to each of the Banks,  describing  the
notice or action and the nature of the claimed default.
        
     (b) Notice of Litigation and  Judgments.  The Borrower will, and will cause
each of its  Subsidiaries to, give notice to each of the Banks in writing within
fifteen (15) days of becoming aware of any litigation or proceedings  threatened
in writing or any pending  litigation and proceedings  affecting the Borrower or
any of its  Subsidiaries or to which the Borrower or any of its  Subsidiaries is
or becomes a party  involving an uninsured  claim against the Borrower or any of
its Subsidiaries that could reasonably be expected to have a materially  adverse
effect on the Borrower and its  Subsidiaries  considered  as a whole and stating
the nature and status of such litigation or proceedings.  The Borrower will, and
will cause each of its  Subsidiaries  to, give  notice to each of the Banks,  in
writing,  in form and detail  satisfactory to the Banks, within ten (10) days of
any judgment not fully  covered by insurance,  final or  otherwise,  against the
Borrower or any of its Subsidiaries in an amount in excess of $500,000.

ss.7.6. Corporate Existence:  Maintenance of Properties.  The Borrower will
do or cause to be done all things  necessary  to preserve and keep in full force
and effect its  corporate  existence,  rights  and  franchises  and those of its
Subsidiaries.  It (a)  will  cause  all  of  its  properties  and  those  of its
Subsidiaries  used or useful in the conduct of its  business or the  business of
its Subsidiaries to be maintained and kept in good condition, repair and working
order and supplied with all necessary  equipment,  (b) will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the  judgment of the  Borrower  may be  necessary so that the business
carried on in connection therewith may be properly and advantageously  conducted
at all times, and (c) will, and will cause each of its Subsidiaries to, continue
to engage  primarily  in the  businesses  now  conducted  by them and in related
businesses; provided that nothing in this ss.7.6 shall prevent the Borrower from
discontinuing  the operation and  maintenance of any of its properties or any of
those of its  Subsidiaries  if such  discontinuance  is, in the  judgment of the
Borrower,  desirable in the conduct of its or their  business and that do not in
the aggregate  materially  adversely affect the business of the Borrower and its
Subsidiaries on a consolidated basis.

ss.7.7.   Insurance.  The  Borrower  will,  and  will  cause  each  of  its
Subsidiaries  to,  maintain  with  financially  sound  and  reputable   insurers
insurance 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.

ss.7.8.  Taxes.  The Borrower will, and will cause each of its Subsidiaries
to, duly pay and discharge, or cause to be paid and discharged,  before the same
shall become  overdue,  all taxes,  assessments and other  governmental  charges
imposed  upon it and its real  properties,  sales  and  activities,  or any part
thereof,  or upon the  income or  profits  therefrom,  as well as all claims for
labor,  materials,  or  supplies  that if unpaid  might by law  become a lien or
charge upon any of its property; provided that any such tax, assessment, charge,
levy or claim need not be paid if the validity or amount thereof shall currently
be contested  in good faith by  appropriate  proceedings  and if the Borrower or
such Subsidiary shall have set aside on its books adequate reserves with respect
thereto;  and provided  further that the  Borrower  and each  Subsidiary  of the
Borrower  will  pay all such  taxes,  assessments,  charges,  levies  or  claims
forthwith  upon the  commencement  of proceedings to foreclose any lien that may
have attached as security therefor.

ss.7.9.  Inspection of Properties and Books, Etc. The Borrower shall permit
the Banks and their representatives and consultants to (a) visit and inspect any
of the  properties of the Borrower or any of its  Subsidiaries,  (b) examine the
books of  account  of the  Borrower  and its  Subsidiaries  (and to make  copies
thereof and extracts  therefrom),  (c) conduct examinations and verifications of
the  components of the Borrowing  Base, the other assets of the Borrower and all
systems and procedures of the Borrower,  including  those systems and procedures
relating to tracking and  valuation of Precious  Metals and to cash  management,
(d) if an Event of Default shall have occurred and be continuing or if the Banks
have notice or knowledge  of any  violation of  Environmental  Laws,  to conduct
environmental  inspections  of the properties and assets of the Borrower and its
Subsidiaries and (e) 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,  all at such  reasonable  times and  intervals as any of the Banks may
reasonably request.

ss.7.10.  Compliance  with Laws,  Contracts,  Licenses,  and  Permits.  The
Borrower  will,  and will  cause  each of its  Subsidiaries  to,  comply  in all
material  respects with (a) the  applicable  laws and  regulations  wherever its
business is conducted, including all Environmental Laws, ERISA, and occupational
and safety laws;  (b) the provisions of its charter  documents and by-laws,  (c)
all agreements and instruments by which it or any of its properties may be bound
and (d) all applicable  decrees,  orders,  and judgments.  If any authorization,
consent, approval, permit or license from any officer, agency or instrumentality
of any government  shall become necessary or required in order that the Borrower
or any of its Subsidiaries  may fulfill any of its obligations  hereunder or any
of the other Loan Documents to which the Borrower or such Subsidiary is a party,
the  Borrower  will,  or (as the case may be) will  cause  such  Subsidiary  to,
immediately  take or cause to be taken all reasonable  steps within the power of
the Borrower or such Subsidiary to obtain such authorization, consent, approval,
permit or license and furnish the Banks with evidence thereof.

ss.7.11.  Use of  Proceeds.  The  Borrower  will  use the  proceeds  of the
Revolving Loans solely for working capital and general corporate purposes.

ss.7.12. Margin Calls in Respect of Futures Contracts.  The Borrower shall,
and shall cause each of the  Subsidiaries  to,  meet all  initial and  variation
margin  calls  and make all  other  payments  required  in  respect  of  futures
contracts  acquired by the Borrower and the Subsidiaries,  respectively,  on any
commodities  exchange as promptly as may be necessary in order that such futures
contracts shall remain in full force and effect.  Futhermore, the Borrower shall
not, nor shall it permit or suffer any of the  Subsidiaries to, close out any of
its futures contracts, except in the normal course of its business operations.

ss.7.13.  Precious Metal Price Fluctuations.  The Borrower shall, and shall
cause each of the Subsidiaries to, maintain in effect at all times  arrangements
of the type set forth in the  Hedging  Policy for the  purpose of  limiting  the
financial  exposure  of the  Borrower  and the  Subsidiaries  to  adverse  price
fluctuations  of Precious  Metal  purchased  or to be  purchased in the ordinary
course of their respective businesses.  The Borrower shall, and shall cause each
of the  Subsidiaries  to, comply in all material  respects with all of the terms
and conditions of the Hedging Policy.

ss.7.14. Further Assurances.  The Borrower will, and will cause each of its
Subsidiaries to,  cooperate with the Banks and execute such further  instruments
and  documents  as the  Banks  shall  reasonably  request  to carry out to their
satisfaction  the  transactions  contemplated  by this Credit  Agreement and the
other  Loan  Documents,  including  without  limitation  maintaining  the  first
priority security interest of the Banks in the Collateral.

ss.8.  Certain Negative  covenants of the Borrower.  The Borrower covenants
and agrees  that,  so long as any  Revolving  Loan or Letter of  Credit,  or the
Deferred  Payment Sale Amount or other  amount due and payable  under any of the
Loan  Documents,  is  outstanding  or any  Bank has any  obligation  to make any
Revolving Loan or Deferred Payment Sale or issue any Letter of Credit:

ss.8.1.  Restrictions on Indebtedness.  The Borrower will not, and will not
permit any of its Subsidiaries  to, create,  incur,  assume,  guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

     (a)  Indebtedness  to the  Banks and their  respective  Affiliates  arising
          under any of the Loan Documents;

     (b)  current  liabilities  incurred in the ordinary  course of business not
          incurred  through (i) the borrowing of money, or (ii) the obtaining of
          credit except for credit on an open account basis customarily extended
          and in fact extended in connection with normal  purchases of goods and
          services;

     (c)  Indebtedness in respect of taxes, assessments, governmental charges or
          levies and claims for labor, materials and supplies to the extent that
          payment  therefor  shall  not at the  time be  required  to be made in
          accordance with the provisions of ss.7.8;

     (d)  Indebtedness in respect of judgments or awards that have been in force
          for less than the  applicable  period  for taking an appeal so long as
          execution is not levied thereunder or in respect of which the Borrower
          or such  Subsidiary  shall at the time in good faith be prosecuting an
          appeal or  proceedings  for  review  and in respect of which a stay of
          execution shall have been obtained pending such appeal or review;

     (e)  endorsements for collection,  deposit or negotiation and warranties of
          products or services,  in each case incurred in the ordinary course of
          business;

     (f)  Indebtedness owed to the Borrower by a Subsidiary of the Borrower;

     (g)  under  non-speculative  hedge  arrangements  satisfactory to the Banks
          designed  to hedge  against  fluctuations  in the  price  of  Precious
          Metals,  and interest rates covering the notional  amount set forth in
          the trading  and hedging  policies  of the  Borrower  with  respect to
          Precious Metals,  financial futures,  foreign  currencies,  futures or
          options  (the  "Hedging  Policy"),  all of which  shall be  reasonably
          satisfactory to the Banks;

     (h)  Other Indebtedness to the Banks and their respective Affiliates; and

     (i)  Indebtedness owed by the Borrower to a Subsidiary of the Borrower.

     (j)  Indebtedness incurred in connection with Capitalized Leases with third
          party financial institutions other than the Banks; provided,  that the
          aggregate  principal amount of all such Indebtedness  shall not exceed
          $800,000 at any time.

ss.8.2.  Restrictions on Liens.  The Borrower will not, and will not permit
any of its  Subsidiaries  to,  (a)  create or incur or suffer to be  created  or
incurred  or  to  exist  any  lien,  encumbrance,   mortgage,   pledge,  charge,
restriction or other  security  interest of any kind upon any of its property or
assets of any character  whether now owned or hereafter  acquired;  (b) transfer
any of such  property  or assets  or the  income or  profits  therefrom  for the
purpose of subjecting the same to the payment of  Indebtedness or performance of
any other  obligation  in  priority  to payment of its  general  creditors;  (c)
acquire,  or agree or have an option to  acquire,  any  property  or assets upon
conditional sale or other title retention or purchase money security  agreement,
device or arrangement; (d) suffer to exist for a period of more than thirty (30)
days after the same shall have been incurred any Indebtedness or claim or demand
against it that if unpaid  might by law or upon  bankruptcy  or  insolvency,  or
otherwise,  be given any priority  whatsoever  over its general  creditors;  (e)
sell,  assign,  pledge or otherwise  transfer  any  accounts,  contract  rights,
general intangibles,  chattel paper or instruments, with or without recourse; or
(f) enter into or permit to exist any arrangement or agreement which directly or
indirectly  prohibits the Borrower or such Subsidiary from creating or incurring
any lien, encumbrance,  mortgage,  pledge, charge, restriction or other security
interest  of any kind  provided  that the  Borrower  and any  Subsidiary  of the
Borrower may create or incur or suffer to be created or incurred or to exist:

               (i) liens in favor of the  Borrower  on all or part of the assets
          of  Subsidiaries  of  the  Borrower  securing  Indebtedness  owing  by
          Subsidiaries of the Borrower to the Borrower;

               (ii)  liens to secure  taxes,  assessments  and other  government
          charges in respect of  obligations  not overdue or liens on properties
          to secure  claims  for  labor,  material  or  supplies  in  respect of
          obligations not overdue;

               (iii)  deposits or pledges made in connection  with, or to secure
          payment of, workmen's compensation,  unemployment  insurance,  old age
          pensions or other social security obligations;

               (iv) liens on properties  in respect of judgments or awards,  the
          Indebtedness with respect to which is permitted by ss.7.1(d);

               (v) liens of carriers,  warehousemen,  mechanics and materialmen,
          and other like liens on  properties,  in  existence  less than 60 days
          from the date of  creation  thereof  in  respect  of  obligations  not
          overdue;

               (vi) encumbrances on Real Estate consisting of easements,  rights
          of way, zoning restrictions,  restrictions on the use of real property
          and defects and  irregularities  in the title  thereto,  landlord's or
          lessor's  liens under leases to which the Borrower or a Subsidiary  of
          the Borrower is a party, and other minor liens or  encumbrances,  none
          of which encumbrances, restrictions, defects, irregularities and liens
          interferes  materially  with the use of the  property  affected in the
          ordinary conduct of the business of the Borrower and its Subsidiaries,
          and all of which do not  individually  or in the aggregate  materially
          affect  the  value  or  marketability  of any  Real  Estate  or have a
          materially adverse effect on the business of the Borrower individually
          or of the Borrower and its Subsidiaries on a consolidated basis;

               (vii) liens in favor of the Banks and their respective Affiliates
          securing the payment of the Obligations and other Indebtedness due and
          owing to the Banks and such Affiliates; and

               (viii) security  interests in personal  property  acquired by the
          Borrower  or  its  Subsidiaries   after  the  date  hereof  to  secure
          Capitalized  Lease  Indebtedness  of the type and amount  permitted by
          ss.8.1(j) in connection with the  acquisition of such property,  which
          security interests cover only the personal property so acquired.

ss.8.3.  Restrictions on  Investments.  The Borrower will not, and will not
permit  any of its  Subsidiaries  to,  make or  permit  to  exist  or to  remain
outstanding any  Investment,  including  without  limitation any Investment in a
partnership or joint venture, except Investments in:

     (a)  marketable  direct or guaranteed  obligations  of the United States of
          America and its  agencies  that mature  within five (5) years from the
          date of purchase by the Borrower;

     (b)  demand  deposits,   certificates  of  deposit,  bankers
          acceptances  and time  deposits of United  States banks
          having total assets in excess of $1,000,000,000;

     (c) securities commonly known as "commercial paper" issued
         by a corporation organized and existing under the laws
         of the United States of America or any state thereof
         that at the time of purchase have been rated and the
         ratings for which are not less than "P 1" if rated by
         Moody's Investors Services, Inc., and not less than "A
         1" if rated by Standard and Poor's;

    (d)  Investments existing on September 30, 1996 and listed on Schedule 
         8.3 hereto;


    (e)  Investments by the Borrower in Subsidiaries existing on the date 
         hereof;

    (f)  Investments  consisting  of loans and advances to employees for moving,
         entertainment, travel and other similar expenses in the ordinary course
         of  business  not to  exceed  $50,000  in  the  aggregate  at any  time
         outstanding;

    (g)  Investments expressly permitted by ss.8.4; and

    (h)  Other  Investments in an aggregate  amount not in excess of $500,000 at
         any time  consisting  of the issued and  outstanding  capital  stock of
         savings  and loan  associations  having  total  assets of not less than
         $1,000,000,000.

ss.8.4. Merger,  Consolidation  and  Acquisition  and  Disposition  of
Assets. (a) The Borrower will not, and will not permit any of its
Subsidiaries to become a party to any merger or consolidation, or
agree to or effect  any asset  acquisition  or stock  acquisition
other than (i) the sale of inventory  and leasing of equipment in
the ordinary course of business; (ii) the merger or consolidation
of one or more of the  Subsidiaries of the Borrower with and into
the  Borrower,  and (iii) the merger or  consolidation  of two or
more Subsidiaries of the Borrower, provided, that, if a merger or
consolidation  occurs  between a  Subsidiary  which is  partially
owned by the Borrower  and a Subsidiary  which is wholly owned by
the Borrower,  the wholly owned subsidiary shall be the surviving
entity.

     (a)  The Borrower will not, and will not permit any of its Subsidiaries to,
become a party to or agree to or effect any  disposition  of assets,  other than
the  disposition  of  obsolete  or  worn-out  assets in the  ordinary  course of
business, consistent with past practices.

ss.8.5. Sale and Leaseback.  The Borrower will not, and will not permit any
of its  Subsidiaries  to, enter into any  arrangement,  directly or  indirectly,
whereby the Borrower or any  Subsidiary  of the Borrower  shall sell or transfer
any property  owned by it in order then or  thereafter to lease such property or
lease other property that the Borrower or any Subsidiary of the Borrower intends
to use  for  substantially  the  same  purpose  as the  property  being  sold or
transferred.

ss.8.6.  No Restrictions  on Pledge or Upstreaming.  The Borrower will not,
and will not permit any of its  Subsidiaries  to,  agree with any third party to
limit,  prohibit or restrict in any way (a) the ability or right of the Borrower
or any of its Subsidiaries to grant to the Banks liens on or security  interests
in any of their respective properties and assets, or (b) the ability or right of
any of the Subsidiaries of the Borrower to transfer money or other assets to the
Borrower at any time.

ss.8.7. ERISA Compliance.  Neither the Borrower nor any of its subsidiaries
will at any  time  permit  any  pension  plan or  other  employee  benefit  plan
maintained by it that is subject to ERISA to:

(a)  engage in any  "prohibited  transaction"  as defined in
     the   Code;   (b)  incur   any   "accumulated   funding
     deficiency" as defined in Section 302 of ERISA; or

(c)  terminate  under  circumstances  which result in the  
     imposition of a lien on the property of the
     Borrower or any of its Subsidiaries.

ss.8.8.  Transactions with Affiliates.  Neither the Borrower nor any of its
subsidiaries will enter into any transaction,  including without  limitation the
purchase, sale or exchange of property or the rendering of any service, with any
Affiliate  except  in the  ordinary  course  of  business  and  pursuant  to the
reasonable requirements of the Borrower's or such Subsidiary's business and upon
fair and reasonable  terms no less favorable to the Borrower or such  Subsidiary
than the Borrower or such Subsidiary  would obtain in a comparable  arm's length
transaction with a person or entity which is not an Affiliate,  provided that in
no event shall any such transaction  involve loans or extensions of credit to or
other  investments  in any such  Affiliate  except such  Indebtedness  and other
Investments that are expressly permitted by this Agreement.

ss.8.9.  Dividends  and  Distributions.  The  Borrower  shall  not make any
dividend or  distribution to or for the benefit of its  shareholders;  provided,
that as long as (a) no Default or Event of Default has  occurred,  and (b) after
giving  effect  to  such  dividend  or  distribution,  the  Borrower  will be in
compliance  with all of its  covenants  in ss.9  herein,  the  Borrower may make
dividends to Andersen Group,  Inc., its sole shareholder,  in any fiscal year of
the Borrower  ending on or after February 28, 1997 in an aggregate  amount equal
to the sum of (1) required  payments  under the Tax Sharing  Agreement  plus (2)
fifty percent (50%) of the Borrower's net income for the  immediately  preceding
fiscal year of the  Borrower;  and provided  further  that,  unless a Default or
Event of Default has occurred or would occur as a result  thereof,  the Borrower
may make  additional  cash  dividends  to  Andersen  Group,  Inc.,  in  $500,000
increments and in an aggregate amount not in excess of $3,500,000,  if, and only
if, such amount of up to  $3,500,000  is paid solely with the  proceeds of (i) a
Revolving Loan hereunder or (ii) the sale of Precious Metals to RIHT.

ss.8.10.  No Changes  in Hedging  Policy.  The  Borrower  will not cause or
permit any  modification  or  amendment  change in any  material  respect of the
Hedging Policy.

ss.8.11. Precious Metal Consignments and Retail Consignments.  The Borrower
will  not,  and  will not  permit  any of its  Subsidiaries  to,  engage  in any
consignments or other  arrangements that provide for the consignment or lease of
Precious  Metal (a) to any other  Person or (b) from any  Person  other than (i)
consignment  transactions  from any Person  entered into with the prior  written
consent of the Banks involving Precious Metals having a fair market value not in
excess of $1,200,000  and (ii)  consignments  from  customers of the Borrower of
Precious Metals to be commingled in Precious Metals inventory of the Borrower.

ss.8.12.  Tax Sharing  Agreement.  The Borrower  will not amend,  modify or
waive in any material respect any term or condition of the Tax Sharing Agreement
effective as of March 1, 1996 between Andersen Group, Inc. and the Borrower (the
"Tax Sharing Agreement") without the prior written consent of the Banks.

ss.9. Financial Covenants of the Borrower.  The Borrower  covenants and agrees
that, so long as any Revolving Loan or Letter of Credit, or the Deferred Payment
Sale Amount or any other amount due and payable under any of the Loan Documents,
is  outstanding  or any Bank has any  obligation to make any  Revolving  Loan or
Deferred Payment Sale or issue any Letter of Credit:

ss.9. Ratio of EBITDA to Debt  Payments.  As of the last day of the four
fiscal  quarters of the Borrower most  recently  ended,  the Borrower  shall not
permit the ratio of (a) EBITDA of the  Borrower  for such  period of four fiscal
quarters less (i) Capital  Expenditures that were not financed for their express
purpose by BKB,  and (ii) taxes of or  allocable to the Borrower for such period
of four fiscal quarters to (b)  Consolidated  Financial  Obligations  during the
such period of four fiscal quarters to be less than 1.35 to 1.

ss.9.2.  Ratio of  Liabilities  to Tangible  Net Worth.  At all times,  the
Borrower shall not permit the ratio of (a) Consolidated Total Liabilities of the
Borrower, to (b) the Borrower's  Consolidated Tangible Net Worth, to exceed 1.25
to 1.

ss.9.3.  Net Shareholder  Equity.  The Borrower shall maintain at all times
(a) Consolidated Shareholder Equity of not less than the sum of (i) $14,500,000,
plus (ii) on a cumulative basis, 50% of the Borrower's positive Consolidated Net
Income for each fiscal year ending on or after  February  28,  1997,  plus (iii)
100% of the net proceeds from any issuance of capital stock, options,  rights or
warrants to buy capital  stock,  or other equity;  minus (iv) the effect on such
Consolidated Shareholder Equity of (A) the payment of up to $3,500,000 dividends
to Andersen  Group,  Inc.  permitted by the terms hereof in the aggregate  after
June 30, 1996, and (B) the distribution of the Borrower's Ultrasonic business if
and only if the Banks consent in writing to such distribution.

ss.9.4. Ratio of Current Assests to Current Liabilities. The Borrower shall
maintain at all times a ratio of  Consolidated  Current  Assets to  Consolidated
Current Liabilities of not less than 1.25 to 1.

ss.9.5.  Consecutive Net Losses. The Borrower shall not permit Consolidated
Net Income to be less than $0.00 in any two  consecutive  fiscal quarters of the
Borrower.

ss.9.6.  Capital  Expenditures.  The  Borrower  shall not make or commit to
Capital  Expenditures  in excess of  $2,000,000  during any  fiscal  year of the
Borrower ending on or after February 28, 1997.

ss.10. Closing Conditions. The obligations of the Banks to make the initial
Revolving Loans and Deferred  Payment Sales shall be subject to the satisfaction
of the following conditions precedent on or prior to October 15, 1996:

ss.10.1.  Loan  Documents.  Each of the Loan Documents shall have been duly
executed and delivered by the respective parties thereto, shall be in full force
and effect and shall be in form and substance satisfactory to each of the Banks.
Each Bank shall have received a fully executed copy of each such document.

ss.10.2.  Certified  Copies of Charter  Documents.  Each of the Banks shall
have received from the Borrower a copy,  certified by a duly authorized  officer
of the Borrower to be true and complete on the Closing  Date, of each of (a) its
charter  or  other  incorporation  documents  as  in  effect  on  such  date  of
certification, and (b) its by-laws as in effect on such date.

ss.10.3.  Corporate  Actionl All corporate  action  necessary for the valid
execution, delivery and performance by the Borrower of this Credit Agreement and
the other Loan  Documents to which it is or is to become a party shall have been
duly and effectively taken, and evidence thereof satisfactory to the Banks shall
have been provided to each of the Banks.

ss.10.4. Incumbency Certificate. Each of the Banks shall have received from
the Borrower an incumbency certificate,  dated as of the Closing Date, signed by
a duly  authorized  officer of the  Borrower,  and giving the name and bearing a
specimen  signature of each individual who shall be authorized:  (a) to sign, in
the name and on behalf of the Borrower,  each of the Loan Documents to which the
Borrower is or is to become a party;  (b) to make Loan Requests,  and Conversion
Requests;  (c) to execute  Confirmation  Orders;  and (d) to give notices and to
take other action on its behalf under the Loan Documents.

ss.10.5.  Financial  Condition.  The  Banks  shall  be  satisfied  that the
financial information  previously delivered to them fairly presents the business
and financial  condition of the Borrower and its Subsidiaries as at the close of
business on the Balance Sheet Date and the results of operations for the periods
covered by such information,  and that there has been no material adverse change
in the  business,  assets or  financial  condition  of the  Borrower  and/or its
Subsidiaries since such date.

ss.10.6.  Regulatory Approvals. The Banks shall have received all necessary
regulatory approvals and evidence of compliance with all state and Federal laws,
including but not limited to Regulation U and state and Federal securities laws,
applicable to any of the parties to the transactions.

ss.10.7.  Opinion  of  Counsel.  Each of the Banks  shall  have  received a
favorable legal opinion addressed to the Banks, dated as of the Closing Date, in
form and substance satisfactory to the Banks, including opinions with respect to
the Borrower,  the Loan  Documents,  and the  transactions  contemplated by this
Credit Agreement.

ss.10.8.  Security  Documents.  The  Borrower  shall have (a)  executed and
delivered to the Banks the Security Documents and (b) taken all steps reasonably
required to effect and perfect the Banks' security  interests in the Collateral.
ss.11. COND The obligations of the Banks to make any Revolving Loan or Deferred
Payment  Sales or issue any  Letter of Credit,  whether on or after the  Closing
Date,  shall also be subject to the  satisfaction  of the  following  conditions
precedent:

ss.11.  Conditions to all  Borrowings.  The obligation of the Banks to make
any  Revolving  Loan or  Deferred  Payment  Sales or issue any Letter of Credit,
whether on or after the Closing Date,  shall also be subject to the satisfaction
of the following condtions precedent:

ss.11.1.   Representations   True;  No  event  of  Default.   Each  of  the
representations  and  warranties  of any of the  Borrower  and its  Subsidiaries
contained in this Credit Agreement,  the other Loan Documents or in any document
or instrument  delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which  they were made and shall  also be true
at and as of the time of the making of such Revolving  Loan or Deferred  Payment
Sale or issuance of such Letter of Credit with the same effect as if made at and
as of that time  (except to the extent of changes  resulting  from  transactions
contemplated  or permitted by this Credit  Agreement and to the extent that such
representations  and  warranties  relate  expressly  to an earlier  date) and no
Default or Event of Default shall have occurred. The Banks shall have received a
certificate of the Borrower  signed by an authorized  officer of the Borrower to
such effect.

ss.11.2.  Proceedings and Documents. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents and
all other documents  incident  thereto shall be satisfactory in substance and in
form to the Banks and the Banks' Special Counsel, and the Banks and such counsel
shall have received all information and such counterpart  originals or certified
or other copies of such documents as the Banks may reasonably request.

ss.12.  Events of Default; Acceleration; Etc.

ss.12.1. Events of Default and Acceleration. If any of the following events
("Events of Default") shall occur:

(a)      the Borrower shall fail to pay when due any principal of any Revolving
         Loan,  any  Reimbursement Obligation, or any Deferred Payment Sale 
         Amount;

(b)      the Borrower  shall fail to pay when due any interest on any  Revolving
         Loan,  the  Commitment  Fee, any Deferred  Payment Sale  Interest,  any
         Precious Metal Fee, any Breakage Fee, or any other sum due hereunder or
         under any of the other Loan Documents;
                                                                              )
         the  Borrower  shall fail to comply with any of its covenants contained
         in ss.7.5(a) or (b), ss.8,  ss.9.1 or ss.9.5;

(d)      the Borrower or any of its Subsidiaries shall fail to perform any term,
         covenant  or  agreement  contained  herein or in any of the other  Loan
         Documents  (other than those  specified  elsewhere in this ss.12.1) for
         fifteen (15) days after  written  notice of such failure has been given
         to the Borrower by one of the Banks;

(e)      any  representation  or  warranty  of  the  Borrower  or  any  of  its
         Subsidiaries  in  this  Credit  Agreement  or  any of  the  other  Loan
         Documents or in any other document or instrument  delivered pursuant to
         or in connection with this Credit  Agreement shall be determined by the
         Banks to have been  false in any  material  respect  upon the date when
         made or deemed to have been made or repeated;

(f)       the  Borrower  or any of its  Subsidiaries  shall fail to pay
          when due, or within any applicable period of grace, any obligation for
          borrowed money or credit received and/or in respect of any Capitalized
          Leases in an aggregate amount in excess of $100,000 or fail to observe
          or perform any material term,  covenant or agreement  contained in any
          agreement by which it is bound,  evidencing or securing borrowed money
          or credit received  and/or in respect of any Capitalized  Leases in an
          aggregate  amount  in excess of  $100,000  for such  period of time as
          would permit  (assuming the giving of appropriate  notice if required)
          the holder or holders thereof or of any obligations issued thereunder
          to accelerate the maturity thereof;

(g)       the Borrower or any of its  Subsidiaries  shall make an assignment
          for the benefit of creditors, or admit in writing its inability to pay
          or  generally  fail to pay its debts as they  mature or become due, or
          shall  petition  or apply for the  appointment  of a trustee  or other
          custodian,  liquidator  or  receiver  of  the  Borrower  or any of its
          Subsidiaries or of any substantial  part of the assets of the Borrower
          or any of its  Subsidiaries  or  shall  commence  any  case  or  other
          proceeding  relating to the Borrower or any of its Subsidiaries  under
          any bankruptcy, reorganization,  arrangement, insolvency, readjustment
          of  debt,   dissolution   or   liquidation   or  similar  law  of  any
          jurisdiction,  now or hereafter in effect, or shall take any action to
          authorize or in furtherance  of any of the  foregoing,  or if any such
          petition  or  application  shall be  filed  or any such  case or other
          proceeding  shall be  commenced  against  the  Borrower  or any of its
          Subsidiaries  and  the  Borrower  or  any of  its  Subsidiaries  shall
          indicate its approval thereof, consent thereto or acquiescence therein
          or such petition or  application  shall not be dismissed  within sixty
          (60) days of the  filing  thereof;
  
(h)       a  decree  or  order  is  entered  appointing  any  such  trustee,
          custodian,  liquidator or receiver or adjudicating the Borrower or any
          of its Subsidiaries bankrupt or insolvent,  or approving a petition in
          any such case or other proceeding,  or a decree or order for relief is
          entered in respect of the Borrower or any  Subsidiary  of the Borrower
          in an  involuntary  case  under  federal  bankruptcy  laws  as  now or
          hereafter constituted;

(i)       there shall remain in force, undischarged, unsatisfied,
          unstayed and unbonded (to the reasonable satisfaction
          of the Banks), for more than sixty (60) days, whether
          or not consecutive, any final judgment against the
          Borrower and/or any of its Subsidiaries that, with
          other outstanding final judgments, undischarged and
          unbonded (to the reasonable satisfaction of the Banks),
          against the Borrower or any of its Subsidiaries exceeds
          in the aggregate $500,000;

(j)  with  respect to any pension  plan,  an ERISA  Reportable  Event shall have
     occurred and the Banks shall have determined in their reasonable discretion
     that such event  reasonably could be expected to result in liability of the
     Borrower and/or any of its Subsidiaries to the PBGC or such pension plan in
     an aggregate amount exceeding  $500,000 and such event in the circumstances
     occurring  reasonably could constitute  grounds for the termination of such
     pension plan by the PBGC or for the appointment by the  appropriate  United
     States  District  Court of a trustee to administer  such pension plan; or a
     trustee shall have been  appointed by the United States  District  Court to
     administer such pension plan; or the PBGC shall have instituted proceedings
     to terminate such pension plan;

(k)  any  uninsured  loss,  theft or  destruction  of or damage to any
     Precious Metal that is the subject of a Deferred  Payment Sale or
     to any products or property which includes Precious Metal that is
     the  subject  of  a  Deferred   Payment  Sale  or  to  any  other
     Collateral; 

(l)  if any of the Loan  Documents  shall be canceled,  terminated,  
     revoked or rescinded  otherwise  than  in  accordance  with  the
     terms thereof or with the express prior written agreement, consent
     or approval  of the Banks,  or any  action at law,  suit in
     equity  or other  legal  proceeding  to  cancel,  revoke  or
     rescind any of the Loan  Documents  shall be commenced by or
     on behalf of the Borrower or any of its  Subsidiaries  party
     thereto  or any of  their  respective  stockholders,  or any
     court or any other  governmental or regulatory  authority or
     agency of competent  jurisdiction shall make a determination
     that,  or issue a judgment,  order,  decree or ruling to the
     effect  that,  any  one or  more of the  Loan  Documents  is
     illegal,  invalid or  unenforceable  in accordance  with the
     terms thereof;

(m)  the  Borrower  or any  of its  Subsidiaries  shall  be  enjoined,
     restrained  or in any way  prevented by the order of any court or
     any  administrative  or  regulatory  agency from  conducting  any
     material  part of its business  and such order shall  continue in
     effect for more than thirty (30) days;  

(n)  there shall occur formore than thirty (30) days the loss, suspension 
     or revocation of, or failure to renew,  any license or permit now held 
     or hereafter acquired by the Borrower or any of its Subsidiaries if such 
     loss, suspension,  revocation or failure to renew would have a material
     aderse  effect on the  business or  financial  condition  of the
     Borrower or such Subsidiary; or

(o)  Andersen  Group,  Inc.,  shall, at any time,  legally or  beneficially  
     own less than one hundred percent (100%) of the issued and outstanding 
     stock of the Borrower;

then, and in any such event, the Banks may, by notice in writing to the Borrower
declare all amounts owing with respect to this Credit  Agreement,  the Notes and
the other  Loan  Documents  to be, and they shall  thereupon  forthwith  become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrower;  provided
that in the event of any Event of Default specified in ss.ss.12.1(g) or 12.1(h),
all such amounts  shall become  immediately  due and payable  automatically  and
without any requirement of notice from any Bank. For the purposes of this ss.12,
RIHT shall have the right in its  discretion to calculate  the Deferred  Payment
Sale Amounts based upon RIHT's spot prices for the applicable  Precious  Metals,
as of the date that the Event of Default is declared  to have  occurred or as of
such date that RIHT determines to be appropriate under the circumstances.

ss.12.2.  Termination  of  Commitment.  If any one or more of the Events of
Default specified in ss.12.1(g) or ss.12.1(h) shall occur, any unused portion of
the credit  hereunder shall  forthwith  terminate and each of the Banks shall be
relieved of all further obligations to make Revolving Loans and Deferred Payment
Sales and issue Letters of Credit to the Borrower. If any other Event of Default
shall have occurred and be continuing, the Banks may, by notice to the Borrower,
terminate the unused portion of the credit hereunder, and upon such notice being
given such unused portion of the credit  hereunder shall  terminate  immediately
and each of the Banks  shall be  relieved  of all  further  obligations  to make
Revolving  Loans and Deferred  Payment  Sales and issue Letters of Credit to the
Borrower.  No termination of the credit  hereunder shall relieve the Borrower or
any of its Subsidiaries of any of the Obligations.

ss.12.3.  Remedies.  In case any one or more of the Events of Default shall
have occurred,  and whether or not the Banks shall have accelerated the maturity
of the Revolving Loans, Letters of Credit and Deferred Payment Sales pursuant to
ss.12.1,  each Bank,  if owed any amount  with  respect to the  Revolving  Loans
and/or Deferred  Payment Sales, may proceed to protect and enforce its rights by
suit in equity, action at law or other appropriate  proceeding,  whether for the
specific  performance  of any  covenant or  agreement  contained  in this Credit
Agreement and the other Loan Documents or any  instrument  pursuant to which the
Obligations  to such Bank are evidenced or otherwise,  including as permitted by
applicable law the obtaining of the ex parte appointment of a receiver,  and, if
such  amount  shall have become due, by  declaration  or  otherwise,  proceed to
enforce the payment  thereof or any other legal or equitable right of such Bank.
No remedy  herein  conferred  upon any 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.

ss.13.  Setoff.  Regardless  of the adequacy of any  Collateral,  after the
occurrence  of any Event of Default,  any deposits or other sums  credited by or
due from any of the Banks to the Borrower  (other than employee tax  withholding
and fiduciary  accounts) and any securities or other property of the Borrower in
the  possession  of such Bank may be applied to or set off by such Bank  against
the  payment  of  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 to such Bank.  Each of the Banks agree with
each  other  Bank  that  (a) if an  amount  to be set  off is to be  applied  to
Indebtedness  of the  Borrower  to such Bank,  other than  Indebtedness  arising
hereunder or under the other Loan Documents owed to such Bank, such amount shall
be applied ratably to such other Indebtedness and to the Indebtedness  evidenced
by the Loan Documents owed to such Bank, and (b) if such Bank shall receive from
the  Borrower,  whether by voluntary  payment,  exercise of the right of setoff,
counterclaim,  cross  action,  enforcement  of the claim  evidenced  by the Loan
Documents  by  proceedings  against the Borrower at law or in equity or by proof
thereof in  bankruptcy,  reorganization,  liquidation,  receivership  or similar
proceedings,  or  otherwise,  and shall  retain and apply to the  payment of the
Indebtedness  evidenced  by the Loan  Documents  held by such Bank any amount in
excess of its ratable portion of the payments  received by all of the Banks with
respect to the  Indebtedness  evidenced by the Loan Documents held by all of the
Banks,  such Bank will make such  disposition  and  arrangements  with the other
Banks with  respect to such  excess,  either by way of  distribution,  pro tanto
assignment  of claims,  subrogation  or  otherwise  as shall result in each Bank
receiving in respect of the Loan Documents held by it, its proportionate payment
as  contemplated by this Credit  Agreement;  provided that if all or any part of
such excess payment is thereafter recovered from such Bank, such disposition and
arrangements  shall be rescinded  and the amount  restored to the extent of such
recovery, but without interest.

ss.14.  Expenses.  The Borrower agrees to pay (a) EXP the reasonable  fees,
expenses,  disbursements  and  out-of-pocket  expenses of the Banks  (including,
without  limitation,  reasonable  legal  expenses)  incurred  by  the  Banks  in
connection  with the  preparation,  administration,  amendment,  modification or
interpretation  of the Loan Documents and other  instruments  mentioned (b)in, a
all reasonable  out-of-pocket  expenses (including without limitation reasonable
attorneys'  fees and costs,  which  attorneys may be employees of any Bank, with
such costs based on actual  hours  worked by such staff  counsel and  reasonable
consulting,  accounting,  appraisal, investment banking and similar professional
fees and charges)  incurred by any Bank in connection with the enforcement of or
preservation  of rights under any of the Loan Documents  against the Borrower or
any of its Subsidiaries or the administration  thereof after the occurrence of a
Default or Event of Default.  The  covenants  of this ss.14 shall  survive for a
period  of  one  hundred  and  eighty  (180)  days   following  the  payment  or
satisfaction of all other Obligations.

ss.15.  Idemnification.  The Borrower agrees to indemnify and hold harmless
the Banks from and  against  any and all  claims,  actions  and  suits,  whether
groundless or otherwise,  and from and against any and all liabilities,  losses,
damages  and  expenses  of  every  nature  and  character  arising  out of or in
connection with this Credit  Agreement or any of the other Loan Documents or the
transactions contemplated hereby including,  without limitation,  (a) any actual
or proposed  use by the Borrower or any of its  Subsidiaries  of, the Letters of
Credit or the proceeds of any of the  Revolving  Loans or the  Deferred  Payment
Sales, or (b) the Borrower  entering into or performing this Credit Agreement or
any of the other Loan  Documents,  or (c) with  respect to the  Borrower and its
Subsidiaries  and their respective  properties and assets,  the violation of any
Environmental  Law  (including,  but not  limited  to,  claims  with  respect to
wrongful death, personal injury or damage to property),  in each case including,
without  limitation,  the reasonable fees and  disbursements  of outside counsel
incurred  in  connection  with  any  such  investigation,  litigation  or  other
proceeding.  In  litigation,  or the  preparation  therefor,  the Banks shall be
entitled to select their own outside  counsel and, in addition to the  foregoing
indemnity,  the Borrower agrees to pay promptly the reasonable fees and expenses
of such  outside  counsel.  If, and to the extent  that the  obligations  of the
Borrower under this ss.15 are unenforceable for any reason,  the Borrower hereby
agrees to make the maximum  contribution  to the payment in satisfaction of such
obligations which is permissible  under applicable law. The covenants  contained
in this  ss.15  shall  survive  payment  or  satisfaction  in full of all  other
Obligations.

ss.16.   Survival   of   Covenants,   Etc.   All   covenants,   agreements,
representations  and warranties  made herein,  in the Notes, in any of the other
Loan Documents or in any documents or other papers  delivered by or on behalf of
the Borrower or any of its Subsidiaries  pursuant hereto shall be deemed to have
been relied upon by the Banks,  notwithstanding any investigation  heretofore or
hereafter  made by any of them, and shall survive the making by the Banks of any
of the Revolving Loans or Deferred Payments Sales, as herein  contemplated,  and
shall  continue  in full  force and  effect so long as any amount due under this
Credit  Agreement  or  the  Note  or any of the  other  Loan  Documents  remains
outstanding  or any  Bank has any  obligation  to make  any  Revolving  Loans or
Deferred Payment Sale or issue any Letters of Credit,  and for such further time
as may be otherwise expressly specified in this Credit Agreement. All statements
contained in any certificate or other paper delivered to any Bank at any time by
or on behalf of the Borrower or any of its  Subsidiaries  pursuant  hereto or in
connection  with  the   transactions   contemplated   hereby  shall   constitute
representations and warranties by the Borrower or such Subsidiary hereunder.

ss.17.  Assignment and Participation.

ss.17.1.  Assignment  by Banks.  Following  the  occurrence  of an Event of
Default, each Bank may, following written notice to the Borrower,  assign to one
or more Persons all or a portion of its interests,  rights and obligations under
this Credit Agreement (including all or a portion of the Commitment and the same
portion of the Revolving Loans at the time owing to it and the Note held by it).

ss.17.2.  Participation.  Each Bank may,  following  written  notice to the
Borrower, sell participations to one or more banks or other entities in all or a
portion of such Bank's rights and  obligations  under this Credit  Agreement and
the other Loan Documents;  provided that (a) each such participation shall be in
an amount of not less than $500,000,  (b) any such sale or  participation  shall
not affect the rights and duties of the selling Bank  hereunder to the Borrower,
and  (c)  the  only  rights  granted  to  the   participant   pursuant  to  such
participation arrangements with respect to waivers,  amendments or modifications
of the Loan  Documents  shall be the rights to approve  waivers,  amendments  or
modifications  that would reduce the  principal  of or the interest  rate on any
Revolving Loans or Deferred  Payment Sale Interest,  extend the term or increase
the amount of the  Commitment  as it relates to such  participant  or reduce the
amount of any  commitment  fees to which such  participant is entitled or extend
any regularly scheduled payment date for principal or interest.

ss.17.3.  Disclosure.  The Borrower  agrees that in addition to disclosures
made in accordance  with standard and customary  banking  practices any Bank may
disclose  information obtained by such Bank pursuant to this Credit Agreement to
assignees or participants  and potential  assignees or  participants  hereunder;
provided  that  such  assignees  or  participants  or  potential   assignees  or
participants shall agree (a) to treat in confidence such information unless such
information  otherwise  becomes  public  knowledge,  (b)  not to  disclose  such
information to a third party,  except as required by law or legal  process,  and
(c) not to make use of such  information for purposes of transactions  unrelated
to such contemplated assignment or participation.

ss.17.4.  Assignment by Borrower. The Borrower shall not assign or transfer
any of its rights or  obligations  under any of the Loan  Documents  without the
prior written consent of each of the Banks.

ss.18.  Notices, Etc. Except as otherwise expressly provided in this Credit
Agreement,  all  notices and other  communications  made or required to be given
pursuant to this Credit  Agreement or the Note or any other Loan Document  shall
be in writing and shall be delivered in hand, mailed by United States registered
or certified first class mail, postage prepaid,  sent by overnight  courier,  or
sent by  telegraph,  telecopy,  facsimile or telex and confirmed by delivery via
courier or postal service, addressed as follows:

(a)      if to the  Borrower,  at The J.M. Ney  Company,  Ney  Industrial  Park,
         Bloomfield,  Connecticut  06002,  Attention:  Andrew O'Shea,  Chief  
         Financial  Officer,  or at such other address for notice as the
         Borrower shall last have furnished in writing to the Person giving the 
         notice;

(b)      if to BKB, at 100 Pearl Street, Hartford, Connecticut 06103, Attention:
         Lynn Ryan,  Assistant Vice President,  or such other address for notice
         as BKB shall last have  furnished  in writing to the Person  giving the
         notice; and

(c)      if to RIHT, at One Hospital Trust Plaza, Providence Rhode Island 02903,
         Attention:  Albert Brown, Senior Vice President,  or such other address
         for notice as RIHT shall last have  furnished  in writing to the Person
         giving the notice.

Any such notice or demand shall be deemed to have been duly given or made and to
have become effective (i) if delivered by hand,  overnight  courier or confirmed
facsimile to a responsible officer of the party to which it is directed,  at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified  first-class mail,  postage prepaid,  on
the third Business Day following the mailing thereof.

ss.19.  Governing  Law.  THIS CREDIT  AGREEMENT  AND EACH OF THE OTHER LOAN
DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE OF CONNECTICUT AND SHALL FOR
ALL PURPOSES BE CONSTRUED  IN  ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF SAID
STATE  (EXCLUDING  THE LAWS  APPLICABLE  TO  CONFLICTS  OR CHOICE  OF LAW).  THE
BORROWER  AGREES THAT ANY SUIT FOR THE  ENFORCEMENT OF THIS CREDIT  AGREEMENT OR
ANY OF THE OTHER  LOAN  DOCUMENTS  MAY BE  BROUGHT IN THE COURTS OF THE STATE OF
CONNECTICUT   OR  ANY  FEDERAL  COURT  SITTING   THEREIN  AND  CONSENTS  TO  THE
NONEXCLUSIVE  JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE  BORROWER BY MAIL AT THE  ADDRESS  SPECIFIED  IN ss.18.  THE
BORROWER  HEREBY WAIVES ANY OBJECTION  THAT IT MAY NOW OR HEREAFTER  HAVE TO THE
VENUE OF ANY SUCH  SUIT OR ANY SUCH  COURT OR THAT SUCH  SUIT IS  BROUGHT  IN AN
INCONVENIENT COURT.

ss.20.  Headings. The captions in this Credit Agreement are for convenience
of reference only and shall not define or limit the provisions hereof.

ss.21.  Counterparts.   This Credit  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 instrument.  In proving this Credit 
Agreement it shall not be necessary to produce or account for more than one 
such counterpart  signed by the party against whom enforcement is sought.

ss.22.  Entire  Agreement.  The  Loan  Documents  and any  other  documents
executed in connection herewith or therewith express the entire understanding of
the parties with respect to the transactions  contemplated hereby.  Neither this
Credit  Agreement  nor any term hereof may be  changed,  waived,  discharged  or
terminated, except as provided in ss.24.

ss.23. Waiver of Jury Trial. Each party hereto hereby waives its right to a
jury trial with  respect to any action or claim  arising  out of any  dispute in
connection  with  this  Credit  Agreement,  the  Note or any of the  other  Loan
Documents,  any rights or obligations hereunder or thereunder or the performance
of such rights and  obligations.  Each party hereto hereby also waives any right
it may have to claim or recover in any  litigation  referred to in the preceding
sentence  any  special,  exemplary,  punitive  or  consequential  damages or any
damages  other than, or in addition to,  actual  damages.  Each party hereto (a)
certifies  that no  representative,  agent or attorney of any other party hereto
has represented, expressly or otherwise, that such party would not, in the event
of litigation,  seek to enforce the foregoing  waivers and (b) acknowledges that
the other parties  hereto have been induced to enter into this Credit  Agreement
and the other Loan Documents to which it is a party by, among other things,  the
waivers and certifications contained herein.

ss.24. Consents, Amendments, Waivers, Etc. Any consent or approval required
or  permitted  by this Credit  Agreement  to be given by all of the Banks may be
given,  and any term of this Credit  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  Credit  Agreement,  the  other  Loan  Documents  or  such  other
instrument or the  continuance  of any Default or Event of Default may be waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively)  with, but only with,  the written  consent of the Banks (and, in
the case of any amendment,  with the written consent of the Borrower). 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 any Bank in  exercising  any  right  shall  operate  as a waiver  thereof  or
otherwise be 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.

ss.25.  Commercial  Transaction;  Prejudgement  Remedy Waiver. THE BORROWER
REPRESENTS,  WARRANTS AND  ACKNOWLEDGES  THAT THE TRANSACTION OF WHICH THIS LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE A PART IS A "COMMERCIAL  TRANSACTION"
WITHIN THE MEANING OF CHAPTER 903A OF CONNECTICUT GENERAL STATUTES,  AS AMENDED.
THE BORROWER  HEREBY WAIVES ITS RIGHT TO NOTICE AND PRIOR COURT HEARING OR COURT
ORDER UNDER CONNECTICUT GENERAL STATUTES SECTIONS 52-278a ET. SEQ. AS AMENDED OR
UNDER ANY OTHER  STATE OR FEDERAL  LAW WITH  RESPECT TO ANY AND ALL  PREJUDGMENT
REMEDIES THE BANKS MAY EMPLOY TO ENFORCE THEIR RIGHTS AND REMEDIES HEREUNDER AND
UNDER THE OTHER LOAN DOCUMENTS.  MORE SPECIFICALLY,  BORROWER  ACKNOWLEDGES THAT
THE  BANKS'  AND/OR  THE BANKS'  ATTORNEY  MAY,  PURSUANT  TO CONN.  GEN.  STAT.
ss.52-278f,  ISSUE A WRIT FOR A  PREJUDGMENT  REMEDY  WITHOUT  SECURING  A COURT
ORDER. THE BORROWER  ACKNOWLEDGES AND RESERVES ITS RIGHT TO NOTICE AND A HEARING
SUBSEQUENT TO THE ISSUANCE OF A WRIT FOR PREJUDGMENT REMEDY AS AFORESAID AND THE
BANKS ACKNOWLEDGE BORROWER'S RIGHT TO SAID HEARING SUBSEQUENT TO THE ISSUANCE OF
SAID WRIT.

ss.26. Severability.  The provisions of this Credit 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  Credit
Agreement in any jurisdiction.


<PAGE>



         IN WITNESS  WHEREOF,  the  undersigned  have duly  executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

                              THE J.M. NEY COMPANY




                             By:/s/ Andrew M. O'Shea
                             Its Chief Financial Officer



                             BANK OF BOSTON CONNECTICUT




                             By:/s/ Lynn Ryan
                             Its Assistant Vice President




                            RHODE ISLAND HOSPITAL TRUST NATIONAL BANK




                             By:/s/ Albert Brown
                             Its Sr. Vice President