E-6

                                                                   Exhibit 10.12

                               AMENDMENT AGREEMENT

         AMENDMENT AGREEMENT (this "Agreement") dated as of December 29, 1997 by
and among The J.M. Ney Company (the "Borrower"),  BankBoston, N.A. (successor by
merger to Bank of Boston  Connecticut)  ("BankBoston") and Rhode Island Hospital
Trust National Bank ("RIHT" and,  collectively  with  BankBoston,  the "Banks"),
with respect to a certain  Revolving Credit and Deferred Payment Sales Agreement
dated as of October 8, 1996 by and among the Borrower and the Banks (the "Credit
Agreement").

                              W I T N E S S E T H:

     WHEREAS,  pursuant to the terms of the Credit Agreement, the Banks provided
certain financing to the Borrower; and

     WHEREAS, the Borrower has requested that the Banks amend certain provisions
of the Credit Agreement; and

     WHEREAS, the Banks are willing to amend certain terms and conditions of the
Credit Agreement on the terms and conditions set forth herein.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         ss.1.  Definitions.  Capitalized  terms used herein without  definition
that are defined in the Credit  Agreement shall have the same meanings herein as
therein.

         ss.2.  Ratification  of  Existing  Agreements.  All of  the  Borrower's
obligations  and  liabilities to the Banks as evidenced by or otherwise  arising
under the Credit  Agreement,  the Note, the Letters of Credit and the other Loan
Documents,  are, by the  Borrower's  execution of this  Amendment,  ratified and
confirmed in all  respects.  In addition,  by the  Borrower's  execution of this
Amendment,  the Borrower represents and warrants that no counterclaim,  right of
set-off or defense of any kind  exists or is  outstanding  with  respect to such
obligations and liabilities.

         ss.3.  Representations  and Warranties.  All of the representations and
warranties made by the Borrower in the Credit  Agreement,  the Note, the Letters
of Credit and the other Loan  Documents  are true and correct on the date hereof
as if made  on and as of the  date  hereof,  except  to the  extent  of  changes
permitted by the Credit  Agreement,  the Note, the Letters of Credit,  the other
Loan Documents or this Agreement or specifically  consented to in writing by the
Banks, and except to the extent that any of such  representations and warranties
relate by their terms to a prior date.

         ss.4.  Amendment to the Credit Agreement.

     4.1.  Amendment  to ss.1.1.  Section 1.1 of the Credit  Agreement is hereby
amended  as  follows:  (i) the  definition  of  "Availability  Amount" is hereby
amended in its entirety to read as follows:

                  "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 Fair Market Value of Consigned  Precious Metal plus (iv)
         the Maximum Drawing Amount, plus (v) the aggregate amount of all Unpaid
         Reimbursement  Obligations  plus  (vi)  the  Fair  Market  Value of all
         Segregated  Precious  Metal and (b) after giving effect to any proposed
         Deferred  Payment Sale with respect to any 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  (exclusive of Segregated  Precious Metals and
         Consigned  Precious Metals) 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))."

         (ii) the definition of "Borrowing  Base" is hereby amended and restated
in its entirety to read as follows:

                  "Borrowing Base. The sum of (a) 85% of Eligible Receivables in
         respect of account debtors  located within the United States,  plus (b)
         70% of the Eligible  Receivables in respect of account  debtors located
         outside of the United  States,  plus (c) 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
         (1) the Fair Market  Value of 110% of the number of ounces of that type
         of Precious  Metal that is the subject of a Deferred  Payment Sale, (2)
         the Fair  Market  Value of 110% of the number of ounces of that type of
         Consigned  Precious Metals and (3) the Fair Market Value of 110% of the
         number of ounces of that type of Segregated Precious Metals."

         (iii) the definition of "Consolidated  Financial Obligations" is hereby
amended and restated in its entirety to read as follows:

                  "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."

         (iv) the  definition  of  "Deferred  Payment  Sale  Interest" is hereby
amended and restated in its entirety to read as follows:

          "Deferred  Payment Sale Interest. Interest on the principal balance of
          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 the Consignment Rate plus the Applicable Margin)."

         (v) the  definition  of  "Eligible  Receivables"  is hereby  amended by
deleting the phrase "(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)"  and  inserting the phrase
"(iv) as to which the  account  debtor is  located  outside  the  United  States
(except (x) if such account  debtor is located within any other country which is
a member of the  Organization  for Economic  Cooperation and Development and has
been an  account  debtor  of the  Borrower  in good  standing  for at least  six
consecutive  months and (y) as otherwise  agreed in writing in its discretion by
BKB with respect to specific foreign account debtors)" in its place.

          (vi) the  definition  of  "EBITDA" is hereby  amended and  restated in
its entirety to read as follows:

                  "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)  and 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."

         (vii) the definition of "Generally  Accepted  Accounting  Principles or
generally  accepted  accounting  principles"  is hereby  amended  by adding  the
following sentence at the end thereof: "Notwithstanding anything to the contrary
in  the  foregoing,  the  Borrower  shall  base  its  accounting  and  financial
calculations  (including  without  limitation  those  pursuant  to  ss.9) on the
"first-in,  first-out" or "FIFO"  method.  Financial  statements may be prepared
using the "last-in  first-out" or "LIFO"  method,  but shall for purposes of the
Banks be adjusted to the "first-in first-out" or "FIFO" method."

         (viii) the definition of  "Obligations" is hereby amended by adding the
phrase ", Purchase and Consignment" immediately after the word "Loans" appearing
in the eighth line thereof.

         (ix) the definition of "Revolving Loan Maturity Date" is hereby amended
and restated in its entirety to read as follows:

                  "Revolving Loan Maturity Date.  December 29, 2002."

         (x) the following new  definitions are hereby inserted into Section 1.1
in their appropriate alphabetical order:

                  "Applicable  Margin.  With  respect  to any LIBOR  Rate  Loan,
         Purchase and  Consignment  or Deferred  Payment Sale, at any time,  the
         Applicable  Margin shall be the interest rate margin  determined by BKB
         (in the case of LIBOR  Rate  Loans) or RIHT (in the case of a  Purchase
         and Consignment or Deferred  Payment Sale) based upon the OCF/TDS Ratio
         for the immediately  preceding fiscal quarter end,  effective as of the
         fifth Business Day after the financial statements referred to in ss.7.4
         hereof have been received or, if earlier,  are required to be furnished
         by the  Borrower to the Banks for such fiscal  quarter,  expressed as a
         per annum rate of interest as follows:

<TABLE>
<CAPTION>

         ---------------------------------- ---------------------- -------------------- ------------------
                   OCF/TDS Ratio              Deferred Payment       Consigned Rate        LIBOR Rate
                                               Sale Applicable      Applicable Margin   Applicable Margin
                                                   Margin
         ---------------------------------- ---------------------- -------------------- ------------------
         -------------------- ------------- ---------------------- ------------------- -------------------
         <S>   <C>            <C>                  <C>                   <C>                 <C>   
               Greater Than   But Less
               Or Equal To    Than
         -------------------- ------------- ---------------------- ------------------- -------------------
         -------------------- ------------- ---------------------- ------------------- -------------------

         -------------------- ------------- ---------------------- ------------------- -------------------
         -------------------- ------------- ---------------------- ------------------- -------------------
               1.50:1         -                     1.75%                1.75%               1.75%
         -------------------- ------------- ---------------------- ------------------- -------------------
         -------------------- ------------- ---------------------- ------------------- -------------------
               1.25:1         1.50:1                2.00%                2.00%               2.00%
         -------------------- ------------- ---------------------- ------------------- -------------------
</TABLE>

         provided, however, that, in the event that the Borrower fails to timely
         provide the financial statements referred to above  in  accordance with
         the  terms  hereof,  and  without  prejudice  to any  additional rights
         under  Section 12  hereof,  no  downward  adjustment of the  Applicable
         Margin  shall  occur until the second  Business  Day afte   the  actual
         delivery of such statements."

         "Consigned  Precious  Metal.   Precious  Metal (a) located at Permitted
Inventory Locations,  (b) subject to a Purchase and Consignment and consigned by
RIHT to the Borrower  pursuant to the terms of this Credit Agreement and (c) for
which RIHT has not received payment or which has not been Redelivered to RIHT."

        "Consigned  Precious  Metal Report.  A Consigned  Precious  Metal Report
signed by  the principal financial or accounting officer of the Borrower  and in
substantially the form of Exhibit C hereto."

        "Consignment Advance Rate Percentage.  Ninety percent (90%)."

        "Consignment Commitment. With respect to RIHT, RIHT's commitment to make
Purchases and  Consignments  of Precious Metal in an aggregate  amount up to the
Consignment  Limit,  as the same may be reduced  from time to time;  or, if such
commitment is terminated pursuant to the provisions hereof, zero."

      "Consignment Drawdown Date. The date on which any Purchase and Consignment
is made or is to be made."

         "Consignment Fees. Consignment fees on Consigned Precious  Metal at the
rates set forth in ss.4A.2."

         "Consignment  Limit. 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 Fair Market Value of  Segregated
Precious  Metals plus (iv) the Maximum  Drawing  Amount,  plus (v) the aggregate
amount of all Unpaid Reimbursement Obligations."

         "Consignment Purchase Price.  See ss.4A.1."

         "Consignment  Rate.  A rate  determined  by RIHT in its  discretion  by
reference  to its cost of leasing metals."

         "Management Agreement.  That certain Financial,  Investment Banking and
Professional   Services  Agreement dated  as  of  December 1, 1997  between  the
Borrower and Andersen Group, Inc."

         "OCF/TDS Ratio.  See ss.9.1."

         "Permitted Indebtedness.  Indebtedness permitted pursuant to ss.8.1."

       "Purchases and Consignments. Purchases and consignments of the Borrower's
Precious Metal made or to be made by RIHT pursuant to ss.4A.1(a)."

         "Purchase and Consignment Request.  See ss.4A.3."

         "Redeliver(ed)  or  Redelivery.  The delivery by the Borrower to RIHT's
Head  Office,  at  the Borrower's  sole risk and  expense, of  Precious Metal in
bullion form of a type and quality which is acceptable to RIHT."

         "Segregated Precious Metal.  See ss.4B.1."

         "Segregated  Storage Limit. 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 Fair Market  Value of
Consigned  Precious  Metal plus (iv) the Maximum  Drawing  Amount,  plus (v) the
aggregate amount of all Unpaid Reimbursement Obligations."

         "Segregated  Storage.  The storage of RIHT's  Precious Metal in a vault
located at Borrower's  principal office,  such Precious Metal located therein to
be in the form as originally  delivered by RIHT to customer and to be physically
segregated  from the Borrower's  other Precious Metal in such vault,  if any, by
means of a physical barrier acceptable to RIHT."

         "Spot Value. At any time, with respect to the calculation of the Dollar
value of Precious  Metal,  (a) in all cases in which the Borrower is  purchasing
Precious  Metal or in which the value of Consigned  Precious Metal or Segregated
Precious Metal is being  calculated (for purposes of determining the Consignment
Limit or  Segregated  Storage  Limit,  as the case may be),  RIHT's  "ask"  spot
quotation  for  Precious  Metal at such times times the number of ounces of such
Precious Metal and (b) in all cases in which RIHT is purchasing  Precious Metal,
RIHT's "bid" spot  quotation for Precious Metal at such time times the number of
ounces of such Precious Metal."

         "Subordinate  Indebtedness.  The Indebtedness  of  the  Borrower to the
Subordinate Lender pursuant to the Subordinate Loan Documents."

         "Subordinate   Lender.   BankBoston,   N.A.,  as lender pursuant to the
Subordinate  Loan Documents,  but excluding  BankBoston,  N.A.'s  successors and
assigns thereunder."

         "Subordinate Loan Documents. That certain Securities Purchase Agreement
dated as of December 29, 1997 between the Borrower and the  Subordinate  Lender,
and all  other  documents  and  agreements  entered  into  and/or  delivered  in
connection therewith."

     "Warrant. Those certain warrants each dated as of December 29, 1997 between
the  Borrower  and  Subordinate  Lender,  in respect of the purchase of up to an
aggregate of 40,000 shares of the common stock of the  Borrower,  as amended and
in effect from time to time, together with any replacement warrants."

                  4.2. Amendment to ss.2.1.  Section 2.1 of the Credit Agreement
is hereby  amended by adding the phrase ", the Fair  Market  Value of  Consigned
Precious  Metals,   the  Fair  Market  Value  of  Segregated   Precious  Metals"
immediately after the word "Obligations" appearing in the eighth line thereof.

                  4.3. Amendment to ss.2.2.  Section 2.2 of the Credit Agreement
is hereby  amended by adding the phrase ", the Fair  Market  Value of  Consigned
Precious  Metals,   the  Fair  Market  Value  of  Segregated   Precious  Metals"
immediately after the word "Obligations" appearing in the sixth line thereof.

                  4.4.  Amendment  to  ss.2.5(b).  Section  2.5(b) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

                  "(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 the Applicable  Margin from time to time
         in effect."

                  4.5. Amendment to Credit Agreement by Addition of New Sections
4A and 4B. The Credit  Agreement is hereby amended by adding the new Sections 4A
and 4B thereto that are set forth on Exhibit A attached hereto.

                  4.6.  Amendment  to  ss.5.1(a).  The last  sentence of Section
5.1(a) of the Credit  Agreement  is hereby  amended in its  entirety  to read as
follows:

                           "The Deferred Payment Sale Amount and all amounts due
                  and payable in connection  with Consigned  Precious Metals and
                  Segregated  Precious Metals that are owed to RIHT,  including,
                  without  limitation,  all Deferred Payment Sale Interest,  all
                  Consignment  Fees, all Purchase  Prices,  Precious Metals Fees
                  and Brokerage Fees, shall be repaid by the Borrower to RIHT in
                  the  applicable  Precious  Metal or in  immediately  available
                  Dollars  and  in  accordance  with  the  terms  hereof  or the
                  requirements of the applicable Confirmation Order."

                  4.7. Amendment to ss.5.2.  Section 5.2 of the Credit Agreement
is hereby  amended by (a) adding the  phrase ",  Consignment  Fees"  immediately
after the word  "Loans"  appearing in the second line thereof and (b) adding the
phrase "and the aggregate  amount of Consigned  Precious  Metals and  Segregated
Precious Metals" immediately after the word "Amount" appearing in the tenth line
thereof.

                  4.8.  Amendment toss.5.5.  Section 5.5 of the Credit Agreement
is hereby amended in its entirety to read as follows:

                           "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  Consignment  Commitment  or the  Revolving
                  Loans,   Letters  of  Credit,   Consigned   Precious   Metals,
                  Segregated  Precious  Metals 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,  the aggregate amount of Consignment
                  Precious  Metals  or  Segregated  Precious  Metals,   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 Consignment  Commitment,  the
                  Revolving  Loans,  the Letters of Credit,  Consigned  Precious
                  Metals, Segregated Precious Metals the Deferred Payment Sales,
                  or any  class  of  loans or  commitments  of which  any of the
                  Revolving  Loans,  the Letters of Credit,  Consigned  Precious
                  Metals,  Segregated  Precious Metals 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,   Consigned   Precious   Metals,   Segregated
                           Precious   Metals,   Deferred   Payment  Sales,   the
                           Consignment Commitment 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  the
                           Consignment Commitment or any of the Revolving Loans,
                           Letters of Credit,  the  Consigned  Precious  Metals,
                           Segregated Precious Metals 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."

                  4.9. Amendment to ss.5.6.  Section 5.6 of the Credit Agreement
is amended by (a) adding the phrase "or the Consignment  Commitment  immediately
after the word  "Commitment"  appearing in the seventh line thereof,  (b) adding
the phrase ", the Consigned  Precious  Metals,  the Segregated  Precious Metals"
immediately after the word "Credit" appearing in the eighth line thereof and (c)
adding  the  phrase  ",Consignment  Rate"  immediately  after  the  word  "Rate"
appearing in the tenth line thereof.

                  4.10.  Amendment  to  ss.5.9.  Section  5.9(a)  of the  Credit
Agreement is hereby amended by adding the phrase ", the aggregate  amount of any
Consigned Precious Metals or Segregated  Precious Metals"  immediately after the
word "Loan"  appearing in the second line thereof.  Section 5.9(b) of the Credit
Agreement  is hereby  amended by adding the  phrase " the Fair  Market  Value of
Consigned Precious Metals, the Fair Market Value of Segregated  Precious Metals"
immediately after the word "Obligations," appearing in the third line thereof.

                  4.11.  Amendment  to  ss.5.10.  Section  5.10  of  the  Credit
Agreement is hereby amended by adding the phrase "all amounts due and payable in
connection  with  Consigned  Precious  Metals and  Segregated  Precious  Metals"
immediately after the word "Obligations" appearing in the fourth line thereof.

                  4.12. Amendment to ss.6.4. Section 6.4 of the Credit Agreement
is hereby  amended by deleting the phrase "ending  February 29, 1996"  appearing
therein and  inserting the phrase  "ended  February 28, 1997,  and the quarterly
financial  statements  for the fiscal  quarter  ending  August 31,  1997" in its
place.

                  4.13.  Amendment  toss.7.  The  preamble  to  Section 7 of the
Credit Agreement is hereby amended in its entirety to read as follows:

                  "ss.7.  Affirmative  Covenants of the Borrowers.  The Borrower
         covenants and agrees that,  so long as any Revolving  Loan or Letter of
         Credit,  the  Deferred  Payment  Sale  Amount,  any amount of Consigned
         Precious Metals or Segregated  Precious  Metals or other  Obligation is
         outstanding  hereunder  or under any Loan  Document or any Bank has any
         obligation to make an Revolving Loan, Deferred Payment Sale or Purchase
         and Consignment or issue any Letter of Credit."

                  4.14. Amendment to ss.7.3. Section 7.3 of the Credit Agreement
is hereby amended by inserting the following  sentence at the end thereof:  "The
Borrower shall base its accounting and financial calculations (including without
limitation  those  pursuant  to ss.9) on the  "first-in,  first-out"  or  "FIFO"
method."

                  4.15.  Amendment to  ss.7.4(e).  Section  7.4(e) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

                  "(e) on (i) the fourth day of each calendar  week, a Borrowing
         Base report in respect of Eligible  Precious Metal Inventory,  and (ii)
         the fourth day of each  calendar  month,  a  Borrowing  Base  report in
         respect of Eligible  Receivables,  in each case  certified by the chief
         financial officer, controller or president of the Borrower, and in form
         reasonably acceptable to BKB;"

                  4.16.  Amendment to  ss.7.4(g).  Section  7.4(g) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

                  "(g) (i) until the  effectiveness of an IPO, promptly upon the
         mailing or filing thereof, copies of all financial statements,  reports
         and proxy  statements  mailed to the public  shareholders  of  Andersen
         Group, Inc. or any controlling  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  Andersen  Group,  Inc.  or any
         controlling  stockholder  of Andersen  Group,  Inc.; and (ii) after the
         effectiveness  of an  initial  public  offering  of  the  stock  of the
         Borrower,  promptly upon the mailing or filing  thereof,  copies of all
         financial statements, reports and proxy statements mailed to the public
         shareholders 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  controlling  stockholder  of  the
         Borrower."

                  4.17.  Amendment toss. 7.4(h).  Section  7.4(h) of  the Credit
Agreement is amended in its entirety to read as follows:

                  "(h) as soon as available and in any event not later than 6:00
         p.m. on the fourth  Business Day of each calendar  week,  (i) a summary
         (certified by the chief financial  officer,  controller or president 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 future
         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,  (ii) a schedule  (certified by the chief financial officer,
         controller or president of the Borrower) setting forth the calculations
         necessary to show the Borrower's  compliance  with the terms of Section
         8.10 hereof;  and (iii) a Consigned Precious Metal Report setting forth
         (A) the  aggregate  amount of  Consigned  Precious  Metals,  Segregated
         Precious  Metals and the Borrower's  other Precious Metal as of the end
         of such date,  and (B) a calculation  of the  Consignment  Advance Rate
         Percentage  multiplied  by the  Fair  Market  Value  of the  sum of (1)
         Borrower's  Precious Metal (exclusive of Segregated  Precious Metal and
         Precious Metal that is the subject of a Deferred Payment Sale) plus (2)
         Consigned Precious Metal as of such date."

                  4.18.  Amendment  toss.8.  The  preamble  to Section 8 of  the
Credit Agreement is hereby amended in its entirety to read as follows:

                  "ss.8.  Certain  Negative  Covenants  of  the  Borrower.   The
         Borrower  covenants  and agrees that,  so long as any  Revolving  Loan,
         Letter of Credit, any amount of Consigned Precious Metals or Segregated
         Precious  Metals,  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 Purchase and Consignment or issue any Letter of Credit:"

                  4.19. Amendment to ss.8.1. Section 8.1 of the Credit Agreement
is hereby  amended by (i) deleting  the  reference  to  "$800,000"  appearing in
clause (j) thereof and inserting a reference to "$1,000,000"  in its place,  and
(ii) adding the  following  new clauses  (k),  (l) and (m) at the end of Section
8.1:

                  (k)  Subordinate  Indebtedness to the Subordinate  Lender  
underwritten by Equitable Securities Corp.;

                  (l)  Subordinate  Indebtedness  to Andersen  Group,  Inc. that
         satisfies each of the following conditions: (a) the obligation to repay
         such  Indebtedness  is  evidenced  by a written  agreement  between the
         Borrower (or its Subsidiary,  as applicable) and Andersen Group,  Inc.,
         and (b) the Borrower (or its  Subsidiary,  as applicable)  and Andersen
         Group,  Inc. shall have entered into a Subordination  Agreement in form
         and   substance   satisfactory   to  the  Banks  in   respect  of  such
         Indebtedness; and

                  (m)   Indebtedness  in  an  aggregate  amount  not  to  exceed
         $3,000,000  that: (i) is incurred or assumed solely in connection  with
         an acquisition  permitted pursuant to ss.8.4(a)(iv),  and (ii) consists
         of either  (x) the  Borrower's  obligation  to pay to the seller of the
         assets or stock so acquired all or a portion of the purchase  price for
         the assets or stock so acquired,  or (y) the  Borrower's  assumption of
         indebtedness  that (1) existed prior to such  acquisition  (and was not
         created in  contemplation  of such  acquisition) in connection with the
         assets  or stock  so  acquired,  and (2) is  payable  to a third  party
         lender."

                  4.20. Amendment to ss.8.2. Section 8.2 of the Credit Agreement
is hereby  amended by (i)  deleting  the word  "and" at the end of clause  (vii)
thereof,  (ii) deleting the  punctuation "." at the end of clause (viii) thereof
and  inserting  the phrase "; and" in its place,  and (iii) adding the following
new clauses (ix) and (x) immediately following clause (viii) thereof:

                  "(ix)    second  priority  liens  created  by  the Subordinate
Loan  Documents  to  secure  the Subordinate Indebtedness; and

                  (x) liens which (a) secure Indebtedness  permitted pursuant to
         ss.8.1(m)  and (b)  encumber the assets  and/or  stock  acquired by the
         Borrower pursuant to the provisions of ss.8.4(a)(iv)."

                  4.21. Amendment to ss.8.3. Section 8.3 of the Credit Agreement
is hereby amended by (i) deleting the words "of United States banks having total
assets  in  excess of  $1,000,000,000"  appearing  in  clause  (b)  thereof  and
inserting the words "(x) of United States banks having total assets in excess of
$1,000,000,000  or (y) which  deposits,  certificates  and acceptances are fully
insured by the Federal Deposit  Insurance  Corporation" in their place, and (ii)
deleting the reference to  "$1,000,000,000"  appearing in clause (h) thereof and
inserting a reference to "$250,000,000" in its place.

                  4.22.  Amendment to  ss.8.4(a).  Section  8.4(a) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

                           "(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,  (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,  and (iv) so long as no Default or Event
         of Default shall have occurred,  the acquisition by the Borrower of the
         assets or stock of another Person, provided that such acquisition meets
         each of the following criteria:  (v) the aggregate purchase price to be
         paid by the Borrower in respect of such  acquisition  (when  aggregated
         with the  aggregate  purchase  price paid by the Borrower in respect of
         all other  acquisitions  effected pursuant to this Section  8.4(a)(iv))
         does not exceed $5,000,000, (w) the assets acquired (or, in the case of
         a stock  acquisition,  the assets and business of the Person  acquired)
         are of a type,  quality and character  consistent  with the  Borrower's
         existing business plan and strategy, and do not cause a material change
         in the nature of the business in which the Borrower is engaged,  all as
         determined by BKB, (x) as of the date of such acquisition, the Borrower
         shall have granted to the Banks a first priority  perfected lien on and
         security interest in (except for Permitted Liens) all of the assets and
         stock acquired by the Borrower and all of the assets and stock directly
         or  indirectly  held by any Person  acquired by the  Borrower,  (y) all
         corporate,   partnership,   governmental  and  other   proceedings  and
         approvals in  connection  with such  acquisition,  and all  transaction
         documents  incidental  to  such  acquisition,  shall  be  in  form  and
         substance  reasonably  satisfactory to the Banks,  and (z) the Borrower
         shall have provided the Banks with evidence  that,  after giving effect
         to the proposed acquisition, the Borrower shall continue to satisfy the
         financial covenants set forth in ss.9 on a pro forma basis."



<PAGE>



                  4.23.  Amendment to  ss.8.4(b).  Section  8.4(b) of the Credit
Agreement  is hereby  amended by adding the  following  new  sentence at the end
thereof:

                  "Notwithstanding  the foregoing,  and subject to the following
         proviso, the Borrower may dividend and transfer to Andersen Group, Inc.
         (or, in the case of the assets  described in the following  clause (y),
         transfer to Ney Ultrasonics Inc.) each of the following:  (x) the stock
         of Ney  Ultrasonics  Inc. and (y) after  delivery to the Banks of a pro
         forma asset statement approved by the Banks, the personal property used
         primarily by Ney Ultrasonics  Inc. in its Ultrasonics  business with an
         aggregate  value not to exceed the value shown on such asset  statement
         and  approved by the Banks;  provided,  that (i) the  aggregate  unpaid
         principal  and interest in respect of all loans made by the Borrower to
         Ney Ultrasonics Inc. does not exceed $750,000 as of the applicable date
         of such  dividend,  (ii)  after  giving  effect to such  dividend,  the
         Borrower shall retain all rights to repayment of such loans theretofore
         made by the Borrower to Ney Ultrasonics Inc., and (iii) Andersen Group,
         Inc.  shall agree in writing  that the net  proceeds of the sale of Ney
         Ultrasonics  Inc.  shall be applied first to pay off such loans made by
         the Borrower to Ney Ultrasonics Inc. prior to any other  application of
         such net sale proceeds."

                  4.24. Amendment to ss.8.8. Section 8.8 of the Credit Agreement
is hereby amended by adding the following new sentence at the end thereof:

                  "Notwithstanding  anything to the contrary in this ss.8.8, the
         Borrower may (i) make payments to Andersen Group,  Inc. pursuant to the
         Tax  Sharing  Agreement,  as  provided  in ss.8.9,  (ii) enter into the
         Management   Agreement  with  Andersen  Group,   Inc.  as  provided  in
         ss.ss.8.1(l) and 8.14, and (iii) issue a note in an aggregate principal
         amount of up to  $4,000,000  to  Andersen  Group,  Inc.  as provided in
         ss.ss.8.1(l)  and 8.14,  provided  that the Borrower  shall in no event
         fail to comply with ss.ss.8.1(l), 8.9 and 8.14."

                  4.25.  Amendment toss.8.9. Section 8.9 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

                  "ss.8.9  Dividends and  Distributions.  Except for (i) accrued
         and  unpaid  dividends  in the  amount  of  $1,413,163  declared  as of
         December  1,  1997  and  (ii) any  additional  distributions  as may be
         declared based on the  Borrower's net income through  November 30, 1997
         in  accordance  with ss.8.9 of this  Agreement  as in effect  prior the
         effectiveness of the Amendment  Agreement dated as of December 29, 1997
         among the  Banks  and the  Borrower,  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

<PAGE>



                  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  payments  to Andersen  Group,  Inc. in any fiscal year of the
         Borrower  ending on or after  February 28, 1997 in an aggregate  amount
         equal  to  required  payments  under  the Tax  Sharing  Agreement;  and
         provided further that (i) the Borrower may repurchase its securities in
         accordance with the Subordinate  Loan Documents,  (ii) the Borrower may
         pay  dividends  to the  holders of its common  stock pro rata solely in
         shares of common  stock,  and (iii) the Borrower may dividend the stock
         and  assets  of  Ney  Ultrasonics  Inc.  to  Andersen  Group,  Inc.  in
         accordance with ss.8.4(b)."

                  4.26.  Addition of ss.8.13.  The following new Section 8.13 is
hereby inserted in the Credit Agreement immediately following Section 8.12:

                  "ss.8.13  Amendments to Subordinate Indebtedness. The Borrower
will not amend, modify or waive in any material respect any term or condition of
any Subordinate Loan Document without the prior written consent of the Banks."

                  4.27.  Addition of ss.8.14.  The following new Section 8.14 is
hereby inserted in the Credit Agreement immediately following Section 8.13:

                  "ss.8.14.  Payments to Andersen  Group.  The Borrower will not
         (and will not permit any of its Subsidiaries to) repay any Indebtedness
         held by,  pay any  management  fees due to, or make any other  payments
         (other  than  distributions  permitted  hereunder)  (the  "Subordinated
         Payments") to Andersen  Group,  Inc.;  provided,  that the Borrower may
         (and shall) make Subordinated  Payments in respect of such subordinated
         management fees and interest accrued on such subordinated  Indebtedness
         as  earned  or  accrued  quarterly  in  arrears  so  long  as:  (a) the
         obligation to pay such  Subordinated  Payments  shall be evidenced by a
         written  agreement  between  the  Borrower  (or  such  Subsidiary,   as
         applicable)  and  Andersen  Group,  Inc.,  (b)  the  Borrower  or  such
         Subsidiary  and  Andersen  Group,   Inc.  shall  have  entered  into  a
         Subordination Agreement in form and substance satisfactory to the Banks
         with   respect  to  the  payment  of  any   Subordinated   Payments  (a
         "Subordination Agreement"),  (c) both before and after giving effect to
         such payment, no Default or Event of Default shall have occurred and be
         continuing  under the Loan Documents,  (d) both before and after giving
         effect to such payment, the Borrower's  Consolidated Net Income for the
         fiscal quarter ending immediately preceding such date of payment is not
         less  than  $1.00  (as  evidenced  by a  certificate  delivered  by the
         Borrower to the Banks prior to making  such  payment),  (e) both before
         and after giving effect to such payment, the difference between (x) the
         Borrower's  Consolidated  Net  Income  for the  fiscal  quarter  ending
         immediately preceding such date of payment minus (y) the amount of such
         payment,  is  not  less  than  $1.00  (as  evidenced  by a  certificate
         delivered by the  Borrower to the Banks prior to making such  payment),
         and (f) the  aggregate  amount  of all  Subordinated  Payments  made to
         Andersen  Group,  Inc.  during any fiscal year of the Borrower does not
         exceed the sum of (x) required payments under the Tax Sharing Agreement
         for such fiscal year plus (y) fifty percent (50%) of the Borrower's net
         income for the immediately preceding fiscal year of the Borrower."

                  4.28.  Amendment  toss.9.  The  preamble to Section 9 of the 
Credit Agreement is hereby amended in its entirety to read as follows:

                  "ss.9.  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,  any amount of
         Consigned Precious Metals or Segregated Precious Metals 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,  Purchase  and
         Consignment or Deferred Payment Sale or issue any Letter of Credit."

                  4.29.  Amendment toss.9.1. Section 9.1 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

                  "ss.9.1 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 (the "OCF/TDS Ratio") of (a) EBITDA
         of the Borrower for such period of four fiscal  quarters  plus,  to the
         extent  deducted  in  determining  EBITDA,  any  accrued   Subordinated
         Payments  payable by the  Borrower to  Andersen  Group,  Inc.  for such
         period and which are permitted  pursuant to ss.ss.8.1(l) and 8.14, less
         (i)  Capital  Expenditures  (other  than  Capital  Expenditures  of the
         Borrower  during  the  fiscal  year  ending  February  28,  1999  in an
         aggregate  amount of up to $1,000,000) that were not financed for their
         express  purpose by BKB and (ii) taxes  paid by the  Borrower  for such
         period  of  four  fiscal  quarters,   to  (b)  Consolidated   Financial
         Obligations (excluding the amounts of any accrued Subordinated Payments
         payable by the  Borrower to Andersen  Group,  Inc.  for such period and
         which are permitted  pursuant to ss.ss.8.1(l) and 8.14) during the such
         period of four fiscal quarters, to be less than 1.25 to 1."

                  4.30.  Amendment toss.9.2. Section 9.2 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

                  "ss.9.2  Ratio of  Liabilities  to Tangible Net Worth.  At all
         times set forth in the chart below,  the Borrower  shall not permit the
         ratio of (a) Consolidated Total Liabilities of the Borrower  (excluding
         accrued subordinated  Permitted Indebtedness payable by the Borrower to
         Andersen Group,  Inc. which is permitted  pursuant to ss.ss.8.1(l)  and
         8.14), to (b) the sum of the Borrower's Consolidated Tangible Net Worth
         plus  accrued  subordinated   Permitted  Indebtedness  payable  by  the
         Borrower  to  Andersen  Group,  Inc.  which is  permitted  pursuant  to
         ss.ss.8.1(l)  and 8.14, to exceed the applicable ratio set forth in the
         table below:

--------------------------------------------------------- ----------------------
         Period                                                    Ratio
--------------------------------------------------------- ----------------------
--------------------------------------------------------- ----------------------

         December 29, 1997                                         2.50 to 1
         through November 30, 1998
--------------------------------------------------------- ----------------------
--------------------------------------------------------- ----------------------

         December 1, 1998 through                                  2.25 to 1
         November 30, 1999
--------------------------------------------------------- ----------------------
--------------------------------------------------------- ----------------------

         December 1, 1999 through                                  2.00 to 1
         maturity
--------------------------------------------------------- ----------------------


                  4.31. Amendment toss.9.3. Section  9.3 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

                  "ss.9.3 Minimum Net Worth.  The Borrower shall not at any time
         permit  (a) the sum of (i) the  Borrower's  Consolidated  Tangible  Net
         Worth plus (ii)  subordinated  Permitted  Indebtedness due and owing to
         Andersen  Group,  Inc.,  to be less than (b) the sum (x) of  $9,500,000
         plus (y) 50% of the  Borrower's  positive  Consolidated  Net Income for
         each fiscal year ending on or after February 28, 1998."

                  4.32.  Amendment toss.9.5. Section 9.5 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

                  "ss.9.5  Consecutive Net Losses. The Borrower shall not permit
         Consolidated  Net Income plus,  to the extent  deducted in  determining
         Consolidated Net Income, any accrued  Subordinated  Payments payable by
         the  Borrower to  Andersen  Group,  Inc.  for such period and which are
         permitted  pursuant to ss.ss.8.1(l)  and 8.14, to be less than $0.00 in
         any two consecutive fiscal quarters of the Borrower."

                  4.33.  Amendment toss.9.6. Section 9.6 of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:

                  "ss.9.6 Capital  Expenditures.  The Borrower shall not make or
         commit to  Capital  Expenditures  in excess of  $2,750,000  during  any
         fiscal  year of the  Borrower  ending on or after  February  28,  1997,
         unless the Banks agree in writing to finance  Capital  Expenditures  in
         excess  of  $2,750,000  during  the  applicable  fiscal  year on  terms
         acceptable to the Banks and the Borrower."

                  4.34.  Amendment  toss.11.  The  preamble to Section 11 of the
Credit  Agreement s hereby  amended in its entirety to read as follows:

                  "ss.11.  Conditions to All Borrowings.  The obligations of the
         Banks  to make  any  Revolving  Loan,  Purchases  and  Consignments  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:

                  4.35.  Amendments to ss.12.1(a), (k) and (n).

         (i) Sections  12.1(a),  (k) and (o) of the Credit  Agreement are hereby
amended in their entirety to read as follows:

                  "(a) the Borrower  shall fail to pay when due any principal of
         any  Revolving  Loan,  any  Reimbursement  Obligation  or any  Deferred
         Payment Sale Amount or pay for or Redeliver Consigned Precious Metal or
         Segregated Precious Metal when the same shall become due and payable;"

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

                  "(o) Andersen Group,  Inc., shall, at any time prior to an IPO
         of the Borrower,  legally or  beneficially  own less than a majority of
         the issued and  outstanding  voting stock of the  Borrower  (other than
         pursuant to Subordinate Lender's exercise of the Warrant); or"

         (ii) Section 12.1 of the Credit  Agreement is hereby  amended by adding
the following new clause (p) immediately following clause (o) thereof:

                  "(p) the Borrower or any of its Subsidiaries shall fail to pay
         or perform  when due,  or within any  applicable  period of grace,  any
         payment  or  other   obligation  under  any  of  the  Subordinate  Loan
         Documents."

         (iii)    The last  paragraph  of Section  12.1 of the Credit  Agreement
is amended in its entirety to read as follows:
                  "then,  and in any such event, (1) the Borrower shall purchase
         all  Consigned   Precious  Metal  and  Segregated   Precious  Metal  in
         accordance  with  the  provisions  of  ss.4A.4  and  ss.4B  hereof  (as
         applicable) and (2) 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 and the applicable  repurchase price
         for all Consigned Precious Metals and Segregated  Precious Metals 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."

                  4.36.  Amendment  to  ss.12.2.  Section  12.2  of  the  Credit
Agreement is hereby amended by adding the phrase ", Purchases and  Consignments,
the outstanding amount of Segregated Precious Metals" immediately after the word
"Loans" appearing in the fourth and tenth lines thereof.

                  4.37.  Amendment  to  ss.12.3.  Section  12.3  of  the  Credit
Agreement is hereby amended by adding the phrase ", Purchases and  Consignments"
immediately after the word (a) "Credit"  appearing in the third line thereof and
(b) "Loans" appearing in the fifth line thereof.

                  4.38.  Amendment to ss.15.  Section 15 of the Credit Agreement
is hereby amended by adding the phrase ", Purchases and Consignments, Segregated
Precious Metals" immediately after the word "Loans" appearing in the eighth line
thereof.

                  4.39.  Amendment to ss.16.  Section 16 of the Credit Agreement
is hereby amended by adding the phrase ", Purchases and Consignments, Segregated
Precious Metal  delivery"  immediately  after the word "Loans"  appearing in the
seventh and eleventh lines thereof.

                  4.40.  Amendment  to  ss.17.1.  Section  17.1  of  the  Credit
Agreement is hereby  amended by adding the phrase  "Consignment  Commitment  or"
immediately after the word "of" appearing on the fourth line thereof.

                  4.41.  Amendment to Schedule  6.7.  Schedule 6.7 to the Credit
Agreement is hereby amended and restated in its entirety to read as set forth on
Schedule 6.7 annexed hereto.

         ss.5.  Conditions  Precedent.   The  effectiveness  of  the  amendments
contemplated  herein  shall  be  subject  to the  satisfaction  of  each  of the
following conditions precedent:

                  5.1.  All  of  the  representations  and  warranties  made  by
Borrower  and  the  Guarantor  herein,   whether  directly  or  incorporated  by
reference,  shall be true and correct on the date hereof,  except as provided in
ss.3 hereof;

                  5.2. Agent shall have received evidence  satisfactory to Agent
that no Default or Event of Default shall have occurred and be continuing; and

                  5.3.  Borrower  shall have paid all fees,  expenses  and other
costs  incurred  by  Agent  and the  Banks in  connection  with  this  Amendment
(including, without limitation, all attorney's and other professionals' fees and
expenses).

         ss.6.  Miscellaneous Provisions.

                  6.1. Except as otherwise expressly provided by this Agreement,
         all of the  respective  terms,  conditions and provisions of the Credit
         Agreement, the Note and the other Loan Documents shall remain the same.
         It is declared and agreed by each of the parties hereto that the Credit
         Agreement,  the Note and the  other  Loan  Documents,  each as  amended
         hereby,  shall  continue  in full  force  and  effect,  and  that  this
         Agreement  and the  Credit  Agreement,  the  Note  and the  other  Loan
         Documents,   as  applicable,   shall  be  read  and  construed  as  one
         instrument.

                  6.2.  This  Agreement  is intended to take effect  under,  and
         shall be construed  according to and governed by, the laws of the State
         of Connecticut.

                  6.3.  This   Agreement  may  be  executed  in  any  number  of
         counterparts,  but all such counterparts shall together  constitute but
         one  instrument.  In  making  proof of this  Agreement  it shall not be
         necessary to produce or account for more than one counterpart signed by
         each party hereto by and against which enforcement hereof is sought.

                  6.4.  After the sale or other  distribution  of the Borrower's
         Ultrasonics  business  (including any dividend of all the shares of Ney
         Ultrasonics Inc. to Andersen Group,  Inc.),  the Banks shall,  promptly
         after the Borrower's request and at the Borrower's expense, release the
         Guaranty  and the  liens  in favor of the  Banks on the  assets  of Ney
         Ultrasonics Inc.

         [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]



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         IN  WITNESS  WHEREOF,  each of the  parties  hereto  have  caused  this
Agreement to be executed in its name and behalf by its duly  authorized  officer
as of the date first written above.

                                                 THE J.M. NEY COMPANY


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


                                                 BANKBOSTON, N.A.


                                                 By:/s/ Kevin Flaherty
                                                 ---------------------

                                                 Its Sr. Vice President


                                       RHODE ISLAND HOSPITAL TRUST NATIONAL BANK


                                                 By:/s/ Jay Zi
                                                 -------------
                                                 Its Sr. Vice President