E-4

                                                                   Exhibit 10.10

                          SECURITIES PURCHASE AGREEMENT

                              THE J.M. NEY COMPANY
                               Ney Industrial Park
                          Bloomfield, Connecticut 06002

                                                        As of December 29, 1997


BankBoston, N.A.
100 Pearl Street
Hartford, Connecticut 06103

Ladies and Gentlemen:

         The  undersigned,  The J.M. Ney Company,  a Delaware  corporation  (the
"Company"), hereby agrees with BankBoston as follows:

1.       DEFINITIONS.

         For all purposes of this  Agreement the following  terms shall have the
meanings set forth herein or elsewhere in the provisions hereof:

         Affiliate.  Affiliate shall mean any Person that would be considered to
be an affiliate of the Company or BankBoston  under Rule 144(a) of the Rules and
Regulations of the Securities and Exchange Commission,  as in effect on the date
hereof, if the Company or BankBoston were issuing securities; provided, however,
that  BankBoston  shall  not  be an  Affiliate  of  the  Company  or  any of its
Subsidiaries for the purposes of this Agreement.

         Applicable Prepayment Charge.  Applicable Prepayment Charge shall mean:

         (a) with respect to a prepayment of the Note made concurrently with the
completion  of an IPO, an amount  equal to the  difference  obtained by: (x) the
product of (i) the  principal  amount of the Note so prepaid  multiplied by (ii)
the  percentage  set forth in the table below  opposite the period in which such
prepayment is made:

Period                                                         Percentage

From the Closing Date through December 28, 2001
                                                                   6%

From December 29, 2001 through December 28,
2002                                                               4%

From December 29, 2002 through December 28,
2003                                                               2%

<PAGE>

From and after December 29, 2003
                                                                   0%

         minus (y) the amount of net  proceeds,  if any,  actually  received  by
BankBoston in connection with the repurchase or exercise of the Warrants.

         (b) with  respect to a prepayment  of the Note other than  concurrently
with  the  completion  of an IPO,  an  amount  equal to the  product  of (i) the
principal  amount of the Note so prepaid  multiplied by (ii) the  percentage set
forth in the table below opposite the period in which such prepayment is made:

Period                                                         Percentage

From the Closing Date through December 28, 2001
                                                                   3%

From December 29, 2001 through December 28,
2002                                                               2%

From December 29, 2002 through December 28,
2003                                                               1%

From and after December 29, 2003
                                                                   0%

         Balance Sheet Date.  August 31, 1997.

         Bank Affiliate.  See Section 15.1.

         BankBoston.  BankBoston,  N.A., a national banking association, and its
successors and assigns.

         BankBoston Appraisal.  See Section 11.4(b).

         BankBoston Appraiser.  See Section 11.4(b).

         BankBoston's Special Counsel.  Bingham Dana LLP.

         Bank Holding Company Act.  See Section 15.1.

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

<PAGE>

         Broker Accounts.  The accounts  maintained by the Company 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 are open for the transaction of banking business.

         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
Company 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.

         Capital   Lease.   Leases  under  which  the  Company  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.

         CERCLA.  See definition of "Environmental Laws.".

         Charter.   Charter  shall  include  the  articles  or   certificate  of
incorporation,  statute, constitution, joint venture or partnership agreement or
articles  or  other  organizational   document  of  any  Person  other  than  an
individual, each as from time to time amended or modified.

         Closing.  See Section 2.3.

         Closing Date.  See Section 2.3.

         Code. Code shall mean the Internal  Revenue Code of 1986, any successor
statute  of  similar  import,   and  the  rules  and   regulations   thereunder,
collectively and as from time to time amended and in effect.

         Collateral.  See Section 3.7.

       Commission. Commission shall mean the Securities and Exchange Commission.

<PAGE>

         Common Shares.  Common Shares shall mean (a) the Common Stock issued or
issuable to BankBoston  upon  exercise of the Warrant,  (b) any capital stock or
other  securities  into which or for which  such  Common  Stock  shall have been
converted  or  exchanged  pursuant to any  recapitalization,  reorganization  or
merger of the Company and (c) any shares of capital stock issued with respect to
the  foregoing  pursuant to a stock split or stock  dividend;  provided  that no
Common Shares which have been sold pursuant to a Public Sale shall be considered
to be outstanding Common Shares or Securities hereunder.

         Common  Stock.  Common Stock shall mean the voting  common stock of the
Company,  $.01 par value per share, and in addition,  any capital stock or other
securities  into which or for which  Common  Stock shall have been  converted or
exchanged  pursuant  to any  recapitalization,  reorganization  or merger of the
Company.

         Company.  See preamble.

         Company Appraisal.  See Section 11.4(b).

         Company Appraiser.  See Section 11.4(b).

     Company Security  Agreement.  The Security  Agreement of even date herewith
between the Company and BankBoston.

         Consolidated or consolidated.  Consolidated or consolidated shall mean,
with reference to any term defined herein,  that term as applied to the accounts
of the Company and all of its  Subsidiaries,  consolidated  in  accordance  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 Company or any of its  Subsidiaries  is a
party  relating  to the  borrowing  of money or the  obtaining  of  credit or in
respect of Capital Leases (including, without limitation,  Deferred Payment Sale
Interest, as such term is defined in the Credit Agreement);  provided,  that for
the  purpose  of  calculating  the  Company's  compliance  with the terms of the
financial  covenants  set  forth  in  ss.7.24  hereof,   Consolidated  Financial
Obligations  shall not include  interest  accrued on the  outstanding  principal
amount of subordinated  Permitted  Indebtedness due and owing to Andersen Group,
Inc. 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 Company and its Subsidiaries,  after deduction of all expenses,
taxes,  and other  proper  charges,  determined  in  conformity  with  generally
accepted accounting principles.

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

<PAGE>

         Credit  Agreement.  Credit  Agreement  shall mean the Credit  Agreement
dated as of October 8, 1996,  among the Company and the Senior Lenders,  as such
Credit  Agreement  may be  amended,  extended  or  renewed  from time to time in
accordance with the provisions of Sections 6.11 and 7.29.

     Default. Default shall mean an event or condition which with the passage of
time or giving of notice, or both, would become an Event of Default.

         Disposal (or Disposed).  Disposal (or Disposed)  shall have the meaning
specified in RCRA and regulations promulgated thereunder;  provided, that in the
event RCRA is amended so as to broaden the meaning of such term defined thereby,
such broader  meaning shall apply as of the effective date of such amendment and
provided  further,  to the extent that the laws of a state  wherein the Property
lies establishes a meaning for "Disposal" (or "Disposed")  which is broader than
specified in RCRA, such broader meaning shall apply.

         Distribution. Distribution shall mean (a) the declaration or payment of
any dividend on or in respect of any shares of any class of capital stock of the
Company  or  other  specified  Person;  (b) the  purchase,  redemption  or other
retirement  of any shares of any class of capital  stock of the Company or other
specified  Person,  directly  or  indirectly  or  otherwise;  or (c)  any  other
distribution on or in respect of any shares of any class of capital stock of the
Company or other specified Person.

         EBIT.  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 Company and its Subsidiaries for
such period, all as determined in conformity with generally accepted  accounting
principles.

         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 Company and its Subsidiaries for
such  period,  plus (c)  depreciation  and  amortization  of the Company and its
Subsidiaries  for such period,  plus (d) to the extent  deducted in  determining
EBITDA, accrued and unpaid subordinated  management fees payable for such period
by the  Company to  Andersen  Group,  Inc.  and  permitted  pursuant to Sections
7.14(l) and 7.27,  all as  determined  in  conformity  with  generally  accepted
accounting principles.

         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.

<PAGE>

         EPA.  The United States Environmental Protection Agency.

     Equity  Securities.  The  Warrants  and any Common  Shares  which have been
issued upon the exercise of the Warrants.

         ERISA. ERISA shall mean the federal Employee Retirement Income Security
Act of 1974,  any  successor  statute  of  similar  import,  and the  rules  and
regulations  thereunder,  collectively  and as from time to time  amended and in
effect.

         ERISA Affiliate.  Any Person which is treated as a single employer with
the Company 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.

         Events of Default.  See Section 10.1.

         Fair Market Value.  See Section 11.4(b).

         Financing   Agreements.   Financing   Agreements   shall  include  this
Agreement,  the Securities,  the Registration Rights Agreement,  the Tax Sharing
Agreement, the Security Documents, the Subordination Agreement and any and every
other present or future  instrument or agreement  from time to time entered into
between  the  Company or any of its  Subsidiaries  and  BankBoston  or any other
holder of the  Securities  which relates to this  Agreement or is stated to be a
Financing  Agreement,  as  from  time  to  time  amended  or  modified,  and all
certificates delivered by or on behalf of the Company to BankBoston or any other
holder of the Securities in connection herewith or therewith.

     Fixed Rate.  The fixed  interest rate per annum equal to ten and twenty-six
-one-hundredths of one percent (10.26%).

         Formula Value.  See Section 11.4(c).

         generally accepted accounting  principles.  Accounting principles which
are (a) consistent  with the principles  promulgated or adopted by the Financial
Accounting Standards Board and its predecessors and/or the American Institute of
Certified Public  Accountants,  as in effect from time to time, (b) applied on a
basis  consistent  with  prior  periods,  and (c) such that a  certified  public
accountant would, insofar as the use of accounting  principles is pertinent,  be
in a position to deliver an  unqualified  opinion as to financial  statements in
which such principles have been properly applied; provided, that for purposes of
compliance with Section 7.24 hereof,  generally accepted  accounting  principles
shall mean such principles as in effect for the fiscal year of the Company ended
February 28, 1997.  Notwithstanding  anything to the contrary in the  foregoing,
the Company  shall base its  accounting  and financial  calculations  (including
without  limitation  those pursuant to ss.7.24) 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 BankBoston be adjusted to
the "first-in, first-out" or "FIFO" method.

<PAGE>

         Guaranteed  Pension Plan. Any employee  pension benefit plan within the
meaning of ss.3(2) of ERISA  maintained or  contributed to by the Company 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.

         Hedging Policy.  See Section 7.14.

         Indebtedness.  Indebtedness shall mean 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.

         Investments.  Investments  shall  mean  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.

<PAGE>

     IPO. IPO shall mean the initial  public  offering  pursuant to an effective
registration statement under the Securities Act of shares of Common Stock.

         Lien. Lien shall mean any encumbrance,  mortgage,  pledge, lien, charge
or other  security  interest  of any kind  upon any  property  or  assets of any
character, or upon the income or profits therefrom.

         Major  Holder.  Major  Holder  shall  mean the holder or holders at the
relevant  time  (excluding  the  Company) of at least 10% of the total number of
then outstanding  Common Shares (with each holder of then issued and outstanding
Warrants being treated for purposes of the  determination of Major Holders as if
such  holder  was the  holder of that  number of Common  Shares  into which such
Warrants  would  be  converted  at the  time of  determination  pursuant  to the
Company's Charter and such Warrants).

         Majority Holders.  Majority Holders shall mean the holder or holders at
the relevant time (excluding the Company) of at least 51% of the total number of
then outstanding  Common Shares (with each holder of then issued and outstanding
Warrants being treated for purposes of the  determination of Majority Holders as
if such  holder was the holder of that  number of Common  Shares into which such
Warrants  would  be  converted  at the  time of  determination  pursuant  to the
Company's Charter and such Warrants).

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

         Maximum Rate.  See Section 3.5(c).

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

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

         Negotiation Period.  See Section 11.4(b).

         Note. Note shall mean the $7,500,000  Senior  Subordinated  Note of the
Company  issued  pursuant  to  Section  2.1  hereof  and any other Note or Notes
transferred to any other holders pursuant to Section 16 hereof.

         Obligations.  All  indebtedness,  obligations  and liabilities of every
kind  and  nature  of the  Company  or any of its  Subsidiaries  to  BankBoston,
existing  on the  date  of this  Agreement  or  arising  thereafter,  direct  or
indirect,  joint or  several,  absolute  or  contingent,  matured or  unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation
of law or otherwise, including, without limitation, those obligations arising or
incurred  under this Agreement or any of the other  Financing  Documents and the
Company's  obligations to pay the Repurchase  Price as provided  herein or other
instruments at any time  evidencing any thereof,  but excluding  obligations and
liabilities related exclusively to the Equity Securities (other than obligations
to pay the Repurchase Price).

<PAGE>

     Patent Assignment.  The Patent Collateral Assignment and Security Agreement
of even date herewith between the Company and BankBoston.

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

     Permitted  Indebtedness.  Any  Indebtedness  that is permitted  pursuant to
Section 7.14.

        Permitted Liens.  Any Liens that are permitted pursuant to Section 7.15.

         Person.  Person  shall mean an  individual,  partnership,  corporation,
association,   trust,  joint  venture,   unincorporated  organization,  and  any
government, governmental department or 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.

     Property.  Property means the properties  owned,  leased or operated by the
Company and its Subsidiaries.

         Public  Sale.  Public  Sale shall mean any sale of Common  Stock to the
public pursuant to a public offering  registered  under the Securities Act or to
the  public  through a broker  pursuant  to the  provisions  of Rule 144 (or any
successor rule) adopted under the Securities Act.

         Purchase Price.  See Section 2.2.

         Purchased Securities.  See Section 2.2.

         Put Closing Date.  See Section 11.2.

<PAGE>

         Put Date. The earliest to occur of the following events:  (i) repayment
in full of the Note, (ii) the maturity of the Note (whether by stated  maturity,
acceleration  or  otherwise),  (iii) the fifth  anniversary of the Closing Date,
(iv) any  issuance by the Company of any capital  stock  (other than the Warrant
Shares and shares of Common  Stock  issued  pursuant to the options and warrants
listed on Schedule  4.3(b)) for less than fair market value as  determined by an
appraiser  satisfactory to BankBoston,  or (v) the consummation of an IPO by the
Company.  For  purposes  of clause (iv) above,  the "fair  market  value" of the
shares of Common Stock to be issued  pursuant to options and  warrants  shall be
determined  as of the  date  of  grant  of  such  option  or  warrant,  and  the
consideration paid for such shares shall equal the sum of (x) the cash price (if
any) paid by the grantee for such option or warrant, plus (y) the exercise price
specified in such option or warrant.

         Put Notice.  See Section 11.1.

         RCRA.  See definition of "Environmental Laws."

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

         Registration Rights Agreement. Registration Rights Agreement shall mean
the Registration and Preemptive  Rights  Agreement,  dated as of the date hereof
among the Company, BankBoston and Andersen Group, Inc., in the form of Exhibit E
hereto.

     Related  Agreements.  Related  Agreements  shall  mean,  collectively,  the
Securities,  the Registration Rights Agreement,  the Charter of the Company, the
Credit  Agreement,  the Senior Loan  Documents,  the Security  Documents and the
Subordination Agreement.

         Release.  Release  shall  have the  meaning  specified  in  CERCLA  and
regulations  promulgated  thereunder;  provided,  that in the  event  CERCLA  is
amended so as to broaden the meaning of such term defined thereby,  such broader
meaning  shall apply as of the  effective  date of such  amendment  and provided
further,  to the  extent  that the laws of a state  wherein  the  Property  lies
establishes a meaning for "Release"  which is broader than  specified in CERCLA,
such broader meaning shall apply.

         Repurchase Price.  See Section 11.4(a).

         Rescission Notice.  See Section 11.3.

     Securities.  Securities  shall mean the Note,  the  Warrants and the Common
Shares.

<PAGE>

         Securities  Act.  Securities Act shall mean the Securities Act of 1933,
as amended,  or any successor federal statute,  and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

         Security Documents.  See Section 3.7.

     Senior Indebtedness. Senior Indebtedness shall mean the Indebtedness of the
Company to the Senior Lenders arising under the Senior Loan Documents.

     Senior Lenders. Senior Lenders shall mean BankBoston, N.A. and Rhode Island
Hospital Trust National Bank, as the lenders party to the Credit  Agreement (and
shall not include any of their respective successors or assigns).

         Senior  Loan  Documents.  Senior  Loan  Documents  shall mean the "Loan
Documents" as such term is defined in the Credit  Agreement,  as the same may be
amended, restated, modified or supplemented from time to time in accordance with
the provisions of Sections 6.11 and 7.29 hereof.

         Subordinated Payments.  See Section 7.27.

         Subordination Agreement.  See Section 7.27.

         Subsidiary. Subsidiary shall mean 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.  The Tax Sharing Agreement effective as of March 1,
1996 between Andersen Group, Inc. and the Company.

         Test Period. See Section 11.4(c).

         Third Appraiser.  See Section 11.4(b).

         Transfer Notice.  See Section 16.2.

         Unfunded  Accrued  Benefits.  With  respect  to any  "employee  pension
benefit plan" (as defined in Section 3(2) of ERISA) at any time,  the amount (if
any) by  which  (a) the  present  value of all  vested  liabilities  under  such
employee  pension benefit plan exceeds (b) the fair market value of plan assets,
all determined as of the most recent  valuation  date for such employee  pension
benefit plan.

         Unrepurchased Securities. See Section 11.3.

         Warrants.  Warrants  shall mean the  Warrants of the Company  issued to
BankBoston pursuant to Section 2.1 hereof and any other Warrants  transferred to
any other holders pursuant to Section 16 hereof; provided that no Warrants which
have been sold pursuant to a Public Sale shall be  considered to be  outstanding
Warrants or Securities hereunder.

<PAGE>

     Warrant  Stock.  Common Stock  issued to  BankBoston  upon  exercise of the
Warrant.

                  ss.1.1.  Rules of Interpretation.

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

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

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

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

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

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

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

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

2.       SALE AND PURCHASE OF PURCHASED SECURITIES.

                  2.1.  Sale and Purchase of Purchased  Securities.  The Company
agrees  to issue and sell to  BankBoston  and,  subject  to all of the terms and
conditions  hereof and in reliance on the  representations  and  warranties  set
forth or  referred  to  herein,  BankBoston  agrees to  purchase  (i) the Senior
Subordinated Note of the Company, in the principal amount of $7,500,000,  in the
form of Exhibit A hereto;  and (ii) Warrant Nos. W-1 and W-2 for the purchase of
up to an aggregate of 40,000 shares of Common Stock, each in the form of Exhibit
B hereto.

<PAGE>

                  2.2.  Purchase  Price.  The aggregate  purchase  price for the
Securities  purchased  pursuant to Section 2.1 (the  "Purchased  Securities") is
$7,500,000  (the  "Purchase  Price").  BankBoston and the Company agree that the
purchase  price  for the  Note is  $7,499,999  and the  purchase  price  for the
Warrants is $1, and shall be treated as such for federal, state and local income
tax purposes.

                  2.3.  Closing.  The  closing of the  purchase  and sale of the
Purchased  Securities  (the "Closing") will take place at the offices of Bingham
Dana LLP,  100 Pearl  Street,  Hartford,  Connecticut  06103,  at 10:00 a.m.  on
December 29, 1997, or at such other time,  date and place as the parties  hereto
may agree upon (the "Closing Date"). At the Closing, the Company will deliver to
BankBoston  the  Purchased  Securities  against  payment  by  BankBoston  of the
Purchase Price in immediately  available funds. Each of the Purchased Securities
will be issued to BankBoston or any nominee specified by BankBoston on or before
the  Closing  Date  and  registered  in  BankBoston's  name or the  name of such
specified nominee in the records of the Company.

                  2.4.  Use of  Proceeds.  The  proceeds  from  the  sale of the
Purchased  Securities  hereunder  will be used  solely for  working  capital and
general corporate purposes. Company further agrees that it will not use any part
of the proceeds from the sale of the  Purchased  Securities to purchase or carry
any  "margin  security"  or "margin  stock",  as such  terms are  defined in any
regulation,  rule or  interpretation  of the Board of  Governors  of the Federal
Reserve System.

3.       PRINCIPAL AND INTEREST PAYMENTS ON NOTE; SUBORDINATION; SECURITY.

                  3.1.  Mandatory  Principal  Repayments.  The Company agrees to
repay the  principal  amount of the Note in one  installment  on the earliest to
occur of (i)  December  29,  2004,  or (ii)  the  date  upon  which  the  Senior
Indebtedness  is fully and finally repaid and the  commitments to lend under the
Senior Loan  Documents are  terminated,  or (iii) the date upon which the Senior
Indebtedness  is refinanced with loans made by any lenders other than the Senior
Lenders.

                  3.2. Prepayments.  The Company, upon not less than 15 nor more
than 30 days'  prior  written  notice to the  holder of the Note of the date and
amount of optional  prepayment,  may prepay from time to time all or any portion
(in  integral  multiples  of  $500,000)  of the  principal  amount  of the Note;
provided that no prepayment of the Note may be made under this  Agreement  prior
to the sixth  anniversary  of the Closing Date except upon payment to the holder
thereof of the Applicable Prepayment Charge (including,  without limitation, any
prepayment  resulting  from the  acceleration  of the Note  under  Section  10.2
hereof);  and provided  further that no optional  prepayment  of the Note may be
made under this  Agreement  prior to the third  anniversary  of the Closing Date
unless such prepayment is made  concurrently  with the completion of an IPO; and
provided  further  that any  optional  prepayments  made  concurrently  with the
completion of an IPO shall be full (and not partial)  prepayments of all amounts
due under the Note;  and provided  further  that if (x) the Company  prepays the
Note on or after  December 29,  2002,  (y) such  prepayment  is made solely as a
result of the unwillingness of the Senior Lenders to extend the maturity date of
the Senior  Indebtedness  beyond December 29, 2002, and (z) the unwillingness of
the Senior  Lenders to extend the maturity of the Senior  Indebtedness  is not a
direct or indirect result of any defaults or threatened  defaults by the Company
or its  affiliates  hereunder or under the Senior Loan  Documents,  then in such
case the Company shall not be required to pay the Applicable  Prepayment  Charge
in connection with such prepayment of the Note. The principal amount of any Note
designated for prepayment in any notice of optional prepayment permitted by this
Section  3.2 shall  become due and payable on the date fixed for  prepayment  in
such  notice,  together  with  all  accrued  and  unpaid  interest  thereon.  No
prepayment  of the Note  will  reduce  the  amount  of the  Warrants  issued  to
BankBoston.

<PAGE>

                  3.3.  Presentation or Surrender of Note. The Company may, as a
condition to making any  prepayment of the Note,  require the holder  thereof to
present  such  Note at the  place  specified  in the  Note  for  payment  of the
principal  thereof,  for  notation  thereon  of the  amount  and  date  of  such
prepayment,  or, if the Note is prepaid in full,  to  surrender  the same to the
Company.

                  3.4. No Reborrowing or Other Prepayments.  Except as expressly
permitted  by Section  3.2,  the  principal  of the Note may not be prepaid.  No
amount repaid or prepaid  pursuant to Section 3.1 or 3.2 may be reborrowed under
the Note.

                  3.5.     Interest Payments.

                  (a) Subject to Section  3.5(b)  hereof,  the unpaid  principal
amount of the Note  outstanding  from time to time shall bear  interest from the
Closing  Date until the  maturity of the Note at a rate equal to the Fixed Rate.
Interest on the Note shall be  calculated  on the basis of twelve  30-day months
and a 360 day year,  and shall be payable  quarterly in arrears on the first day
of each calendar  quarter,  commencing on the first such date to occur after the
Closing Date, and at the maturity of the Note.

                  (b)  Overdue   principal  and  (to  the  extent  permitted  by
applicable law) overdue interest on the Note shall bear interest at a rate equal
to 2% per annum in excess of the Fixed  Rate,  payable on demand and  compounded
monthly, until such amount shall be paid in full.

                  (c) It is not intended by the holder of the Note,  and nothing
contained in this Agreement or the Note shall be deemed, to establish or require
the payment of a rate of interest in excess of the  maximum  rate  permitted  by
applicable federal, state or other law (the "Maximum Rate") and, to prevent such
an occurrence, any agreement which may now or hereafter be in effect between the
Company and the holder of the Note  regarding the payment of fees or interest to
such holder is hereby limited by the provisions of this Section  3.5(c).  If, in
any month, the effective  interest rate applicable to the principal  outstanding
under the Note, absent the Maximum Rate limitation  contained herein, would have
exceeded the Maximum Rate,  then the effective  interest rate  applicable to the
Note for that month shall be the Maximum Rate, and, if in any subsequent  month,
the effective  interest rate would otherwise be less than the Maximum Rate, then
the  effective  interest  rate  applicable  to the Note for such month  shall be
increased  to the Maximum  Rate until such time as the amount of  interest  paid
hereunder equals the amount of interest which would have been paid in respect of
the Note if the same had not been  limited  by the  Maximum  Rate.  In the event
that,  upon payment in full of the  principal  outstanding  under the Note,  the
total amount of interest  paid or accrued in respect of the Note under the terms
of this  Agreement  is less than the total  amount of interest  which would have
been paid or accrued in respect of the Note had the  interest  not been  limited
hereby to the Maximum Rate, then the Company shall,  to the extent  permitted by
such  applicable  federal,  state or other law, pay to the holder of the Note an
amount  equal to the  excess,  if any,  of (i) the  lesser of (A) the  amount of
interest  which  would have been  charged in respect of the Note if the  Maximum
Rate had,  at all  times,  been in effect  with  respect to the Note and (B) the
amount of  interest  which  would  have  accrued  in respect of the Note had the
effective  interest  rate  applicable  with respect to the Note at all times not
been  limited  hereunder  by the  Maximum  Rate over (ii) the amount of interest
actually  paid or accrued in respect of the Note held by such holder  under this
Agreement.  In the event  that the  holder  of the Note  receives,  collects  or
applies as interest any sum in excess of the Maximum  Rate,  such excess  amount
shall be applied to the reduction of principal outstanding under the Note and if
no such principal is then  outstanding,  such excess or part thereof  remaining,
shall be paid to the Company.

<PAGE>

                  3.6.  Subordination.  NOTWITHSTANDING  ANY OTHER  PROVISION OF
THIS  AGREEMENT,  THE PAYMENT OF  PRINCIPAL  AND  INTEREST ON THE NOTE AND OTHER
INDEBTEDNESS OF THE COMPANY HEREUNDER IS AND SHALL BE JUNIOR AND SUBORDINATED IN
RIGHT OF PAYMENT TO THE PRIOR PAYMENT OF ALL SENIOR  INDEBTEDNESS  IN ACCORDANCE
WITH THE TERMS HEREOF.

                  3.7.  Security.  The payment and  performance of the Company's
obligations  under this Agreement,  the Note and any other Financing  Agreements
shall  at all  times  will  be  secured  by  the  following  (collectively,  the
"Collateral"):  second  priority  perfected  liens  on  and  security  interests
(subject  only to the  first  priority  Liens  in favor  if the  Senior  Lenders
pursuant to the Senior Loan  Documents)  in (i) all  property  and assets of the
Company and its  Subsidiaries,  including,  without  limitation,  all  inventory
(including all Precious Metals), accounts,  accounts receivable,  chattel paper,
instruments,  documents  of the  Company and its  Subsidiaries,  and all general
intangibles of the Company and books and records relating to the foregoing; (ii)
all other assets in which the Company at any time grants a security  interest to
BankBoston for any other  indebtedness  (subject to any prior lien securing such
other indebtedness);  and (iii) all proceeds and products of the foregoing.  The
Company  shall,  and shall  cause  each of its  Subsidiaries  to,  execute  such
security  agreements,  assignments,  and  other  documents  (including,  without
limitation,  the Mortgage, the Patent Assignment, the Company Security Agreement
and any guaranties and security  documents required pursuant to Section 7.28) as
may be requested from time to time by BankBoston in order to further evidence or
perfect  the  rights  of  BankBoston  and  obligations  of the  Company  and its
Subsidiaries   with  respect  to  the  Collateral  (such  security   agreements,
assignments,  and other documents being  collectively  referred to herein as the
"Security Documents"). Notwithstanding the foregoing, Ney Ultrasonics Inc. shall
be required to enter into  Security  Documents  only as required  under  Section
7.28.

4.       REPRESENTATIONS AND WARRANTIES.

         In order to  induce  BankBoston  to enter  into this  Agreement  and to
purchase the Purchased  Securities,  the Company hereby  represents and warrants
that,  both  immediately  before  and  immediately  after  giving  effect to the
Closing:

                  4.1.     Corporate Authority.

     (a) Incorporation;  Good Standing. Each of the Company 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 Company or
such Subsidiary.

     (b)  Authorization.   The  execution,  delivery  and  performance  of  this
Agreement and the other Financing  Agreements to which the Company 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 Company or any of its  Subsidiaries is
subject or any judgment,  order, writ, injunction,  license or permit applicable
to the  Company  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  Company or any of its
Subsidiaries  (other than those  already  obtained by the Company on or prior to
the date hereof).

<PAGE>

     (c)  Enforceability.  The execution and delivery of this  Agreement and the
other Financing Agreements to which the Company 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.

                  4.2.  Governmental  Approvals.  The  execution,  delivery  and
performance by the Company and any of its Subsidiaries of this Agreement and the
other Financing Agreements to which the Company 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.

                  4.3.     Capitalization.

                  (a) Capital Stock. At Closing, the authorized capital stock of
the Company  consists solely of 1,100,000 shares of Common Stock. On the Closing
Date,  after giving effect to the  transactions  contemplated  hereby and by the
Related  Agreements,  the Company will have no  outstanding  capital stock other
than 850,000 shares of Common Stock,  all of which will be owned as set forth in
Schedule 4.3(a) hereto and will be duly authorized,  validly issued,  fully paid
and non-assessable.

                  (b)  Options,  Etc.  Except for the Warrants and other than as
disclosed on Schedule  4.3(b) hereto,  the Company does not have any outstanding
rights  (either  pre-emptive  or other) or options to subscribe  for or purchase
from the Company and no warrants or other agreements  providing for or requiring
the issuance by the Company of, any capital stock or any securities  convertible
into or exchangeable for its capital stock.

                  (c)  Reservation,  Etc.  Sufficient  shares of authorized  but
unissued  shares of Common  Stock have been  reserved by  appropriate  corporate
action  by the  board  of  directors  of the  Company  in  connection  with  the
prospective exercise of the Warrants.  The issuance of the Warrants (i) will not
require any further  corporate  action by the  stockholders  or directors of the
Company  (other  than,  in the event the number of shares of Common  Stock to be
purchased  under the  Warrants is adjusted  as  provided  in the  Warrants,  the
reservation  by the Company of  additional  shares of Common  Stock for issuance
upon exercise of the adjusted Warrants), (ii) will not be subject to pre-emptive
rights in any present or future  stockholders  of the Company and (iii) will not
conflict  with any provision of any agreement to which the Company is a party or
by which it is bound.  All  Common  Stock,  when  issued  upon  exercise  of the
Warrants in accordance with their terms,  as provided in the Company's  Charter,
will be duly authorized, validly issued, fully paid and non-assessable.

<PAGE>

                  4.4.  Subsidiaries.  Except as otherwise set forth on Schedule
4.4 hereto,  the Company does not have any Subsidiaries and does not own or hold
of record  and/or  beneficially  any shares of any class of the capital stock of
any corporations. The Company does not own any legal and/or beneficial interests
in  any  partnerships,  business  trusts  or  joint  ventures  or in  any  other
unincorporated  trade or business  enterprises.  Except as set forth on Schedule
4.4, all outstanding capital stock of each such Subsidiary is owned as set forth
on Schedule 4.4 hereto free and clear of any Lien other than Permitted Liens, is
validly issued and outstanding, fully paid and non-assessable,  and there are no
commitments  for the  purchase  or sale of, and no  options,  warrants  or other
rights to subscribe for or purchase, any securities of any such Subsidiary.

                  4.5.  Title to  Properties;  Leases.  Except as  indicated  on
Schedule  4.5 hereto,  the Company  and its  Subsidiaries  own all of the assets
reflected in the consolidated  balance sheet of the Company 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.

                  4.6.  Financial  Statements.   There  has  been  furnished  to
BankBoston  consolidated and  consolidating  balance sheets and consolidated and
consolidating  statements of income of Andersen Group, Inc. and its Subsidiaries
(including  the Company) for the fiscal year ended  February 28, 1997, and as at
the end of each of the first two  fiscal  quarters  of the  fiscal  year  ending
February 28, 1998,  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 Company 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 Company or any of its Subsidiaries as of
either of such dates which were not  disclosed  in such  balance  sheets and the
notes related thereto.

                  4.7. No Material  Changes,  Etc.  Since the Balance Sheet Date
there has occurred no materially  adverse  change in the financial  condition or
business of the Company and its  Subsidiaries  as shown on or  reflected  in the
consolidated balance sheet of the Company and its Subsidiaries as at the Balance
Sheet Date, or the consolidated statement of income for the six (6) 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 Company or any of its
Subsidiaries.

                  4.8. Franchises, Patents, Copyrights, Etc. Each of the Company
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.

<PAGE>

                  4.9.  Litigation.  Except as set forth in Schedule 4.9 hereto,
there are no actions,  suits,  proceedings or investigations of any kind pending
or threatened  against the Company 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 Company and its
Subsidiaries considered as a whole or materially impair the right of the Company
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  Company  and its  Subsidiaries,  or  which
question  the  validity  of  this  Agreement  or  any  of  the  other  Financing
Agreements, or any action taken or to be taken pursuant hereto or thereto.

                  4.10.  No  Materially  Adverse  Contracts,  Etc.  Neither  the
Company 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 Company and its  Subsidiaries
considered  as a whole.  Neither the Company  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 Company and its  Subsidiaries
considered as a whole.

                  4.11.  Compliance with Other  Instruments,  Laws, Etc. Neither
the Company nor any of its  Subsidiaries is in violation of any provision of its
Charter, 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 Company
and its Subsidiaries taken as a whole.

                  4.12. Tax Status.  The Company 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
Company know of no basis for any such claim.

<PAGE>

                  4.13. No Event of Default.  No Default or Event of Default has
occurred and is continuing.

                  4.14. Holding Company and Investment Company Acts. Neither the
Company nor any of its Subsidiaries is (a) 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 defined 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.

                  4.15.  Regulations  U and X. The  proceeds  of the sale of the
Purchased  Securities  hereunder  shall be used for working  capital and general
corporate purposes of the Company. No portion of any such proceeds 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.

                  4.16.  Insurance.  The  Company  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.

                  4.17.  Broker Accounts.  Attached hereto as Schedule 4.17 is a
true, correct and complete listing of all of the Broker Accounts of the Company.

                  4.18. Disclosure. 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.4.19.   Obligations  as  Senior   Subordinated   Debt.  All
Indebtedness  of  the  Company  to  BankBoston  in  respect  of  this  Agreement
(including the principal of and interest due under the Note and all payments due
in connection  with the Warrants) will  constitute  "Senior  Subordinated  Debt"
under the terms of the Subordination Agreement.

<PAGE>

5.       INVESTMENT REPRESENTATION.

         BankBoston  represents  and warrants to the Company that  BankBoston is
(i) an  "accredited  investor"  as  defined  in Rule 501  promulgated  under the
Securities  Act, and (ii) acquiring the Purchased  Securities for investment and
not with a view to selling or otherwise  distributing the Purchased  Securities;
provided,  however,  that the disposition of BankBoston's  property shall at all
times be and  remain in  BankBoston's  control,  subject  to the  provisions  of
Section 16 hereof.

6.       CONDITIONS TO PURCHASE.

         BankBoston's  obligation to purchase the Purchased  Securities pursuant
to this  Agreement is subject to compliance  by the Company with its  agreements
herein contained,  and to the satisfaction,  on or prior to the Closing Date, of
the following conditions:

                  6.1. Financing  Agreements.  Each of the Financing  Agreements
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 BankBoston. BankBoston shall have received a fully executed copy
of each such document.

                  6.2. Certified Copies of Charter  Documents.  BankBoston shall
have received from the Company a copy, certified by a duly authorized officer of
the  Company to be true and  complete on the  Closing  Date,  of each of (a) its
Charter as in effect on such date of  certification,  and (b) its  by-laws as in
effect on such date,  and (c) a  certificate,  dated not more than ten (10) days
prior to the Closing  Date, of the Secretary of State of each state in which the
Company  is  incorporated  or  qualified  to do  business  as to  the  Company's
corporate good standing or  qualification  to do business in such state,  as the
case may be.

                  6.3.  Corporate Action. All corporate action necessary for the
valid  execution,  delivery and performance by the Company of this Agreement and
the other Financing Agreements to which it is or is to become a party shall have
been duly and effectively taken, and evidence thereof satisfactory to BankBoston
shall have been provided to BankBoston.

                  6.4.  Incumbency  Certificate.  BankBoston shall have received
from the Company an incumbency certificate, dated as of the Closing Date, signed
by a duly authorized  officer of the Company,  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 Company, each of the Financing Agreements to which
the  Company  is or is to become a party;  and (b) to give  notices  and to take
other action on its behalf under the Financing Agreements.

                  6.5. Financial  Condition.  BankBoston shall be satisfied that
the  financial  information  previously  delivered  to it  fairly  presents  the
business and financial  condition of the Company 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, nature of assets,  financial condition,
operations or prospects of the Company and/or its Subsidiaries since such date.

<PAGE>

                  6.6.  Opinion of  Counsel.  BankBoston  shall have  received a
favorable legal opinion  addressed to BankBoston,  dated as of the Closing Date,
in form and  substance  satisfactory  to  BankBoston,  including  opinions  with
respect  to  the  Company,  the  Financing  Agreements,   and  the  transactions
contemplated by this Agreement.

                  6.7.  Security  Documents.  The Company  and its  Subsidiaries
shall have (a) executed and delivered to BankBoston  the Security  Documents and
(b) taken all steps  reasonably  required  to effect  and  perfect  BankBoston's
security interests in the Collateral.

                  6.8.  Representations  True; No Event of Default.  Each of the
representations  and  warranties  of any of the  Company  and  its  Subsidiaries
contained in this Agreement,  the other Financing  Agreements or in any document
or instrument  delivered  pursuant to or in connection with this Agreement shall
be true and no Default or Event of Default shall have occurred. BankBoston shall
have received a certificate  of the Company  signed by an authorized  officer of
the Company to such effect.

                  6.9. Legality; Governmental Authorization. The purchase of the
Purchased   Securities  shall  not  be  prohibited  by  any  applicable  law  or
governmental order or regulation. All necessary consents,  approvals,  licenses,
permits,  orders  and  authorizations  of, or  registrations,  declarations  and
filings with, any governmental or administrative  agency or of or with any other
Person (including without  limitation,  any consents required under any material
contracts)  required to be provided  or obtained  prior to the Closing  Date and
with respect to any of the transactions contemplated by this Agreement or any of
the  Related  Agreements  shall have been duly  obtained or made and shall be in
full force and effect.  BankBoston  shall have received  copies of 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.

                  6.10.    [Intentionally Omitted]

                  6.11.  Senior Debt Financing.  The Senior Loan Documents shall
be in full force and effect, no default shall have occurred thereunder,  and the
Credit  Agreement  shall have been amended  pursuant to an amendment in form and
content satisfactory to BankBoston,  to permit the transactions  contemplated by
this Agreement.

<PAGE>

                  6.12.  No  Material  Change.  There  shall not have  been,  or
threatened  to  be,  any  material  damage  to or  loss  or  destruction  of any
properties owned or leased by the Company or any of its Subsidiaries (whether or
not covered by insurance) or any material adverse change in the business, assets
or financial condition of the Company and its Subsidiaries, taken as a whole, or
imposition of any applicable and enforceable  laws,  rules or regulations  which
would  have a  material  adverse  effect on the  business,  assets or  financial
condition of the Company or any of its Subsidiaries.

                  6.13. No Litigation.  No restraining order or injunction shall
prevent the transactions  contemplated by this Agreement and no action,  suit or
proceeding  shall be pending or  threatened  before any court or  administrative
body in which it will be, or is,  sought to  restrain  or  prohibit or to obtain
damages or other relief in connection with this Agreement or the consummation of
the transactions contemplated hereby.

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

7.       COVENANTS APPLICABLE TO THE COMPANY WHILE NOTE IS OUTSTANDING.

         The  Company  covenants  that,  until  all of the  Indebtedness  of the
Company with respect to the Note has been paid in full,  the Company will comply
and will cause each of its Subsidiaries to comply with the following  provisions
unless otherwise consented to in writing by the holder of the Note.

                  7.1.  Punctual  Payment.  The Company will duly and punctually
pay or cause to be paid the  principal  and  interest  on the Note and all other
amounts  provided for in this  Agreement and the other  Financing  Agreements to
which the Company or any of its  Subsidiaries is a party, all in accordance with
the terms of this Agreement and such other Financing Agreements.

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

<PAGE>

                  7.3.  Records and  Accounts.  The Company  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.  The Company  shall base its
accounting  and  financial  calculations  (including  without  limitation  those
pursuant to ss.7.24) on the "first-in, first-out" or "FIFO" method.

     7.4. Financial Statements,  Certificates and Information.  The Company will
deliver to BankBoston at the Company's expense:

                  (a) as soon as  practicable,  but in any event not later  than
ninety  (90)  days  after  the  end of each  fiscal  year  of the  Company,  the
consolidated and reviewed  consolidating  balance sheets of Andersen Group, Inc.
and  its  Subsidiaries  (including,  without  limitation,  the  Company  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 BankBoston,
an unqualified (except for non-material qualifications acceptable to BankBoston)
audit thereof) by  independent  certified  public  accountants  satisfactory  to
BankBoston,   which  statements  shall  be  accompanied  by  annual  projections
submitted  by the  management  of the Company in form and detail  acceptable  to
BankBoston;

                  (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 Company 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 Company'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 Company  that the  information  contained  in such  financial  statements
fairly  presents the financial  position of the Company and its  Subsidiaries on
the date thereof (subject to customary year-end adjustments);

                  (c)   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 Company in form and
substance reasonably  satisfactory to BankBoston and setting forth in reasonable
detail  computations  evidencing  compliance  with the  covenants  contained  in
Section 7.24 and (if applicable) reconciliations to reflect changes in generally
accepted accounting principles since the Balance Sheet Date;

<PAGE>

                  (d) prior to 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  Company,  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.;

                  (e)  after  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 the Company,  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 Company or any controlling stockholder of the Company;

                  (f)  contemporaneously  with the same  being  provided  to the
Senior Lenders,  such other financial data and other information as are provided
to the Senior Lenders; and

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

                  7.5.     Notices.

     (a)Defaults.  The Company will promptly notify BankBoston 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  Agreement  or  any  other  note,  evidence  of
indebtedness,  indenture or other  obligation  to which or with respect to which
the  Company or any of its  Subsidiaries  is a party or obligor  (including  the
Credit Agreement),  whether as principal,  guarantor,  surety or otherwise,  the
Company shall  forthwith give written  notice thereof to BankBoston,  describing
the notice or action and the nature of the claimed default.

     (b) Notice of Litigation  and  Judgments.  The Company will, and will cause
each of its Subsidiaries to, give notice to BankBoston 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 Company or any
of its  Subsidiaries  or to which the Company or any of its  Subsidiaries  is or
becomes a party  involving an uninsured  claim against the Company or any of its
Subsidiaries  that could  reasonably  be expected to have a  materially  adverse
effect on the Company and its Subsidiaries considered as a whole and stating the
nature and status of such litigation or proceedings.  The Company will, and will
cause each of its  Subsidiaries  to, give notice to BankBoston,  in writing,  in
form and detail satisfactory to BankBoston, within ten (10) days of any judgment
not fully covered by insurance,  final or otherwise,  against the Company or any
of its Subsidiaries in an amount in excess of $1,000,000.

<PAGE>

                  7.6.  Corporate  Existence;  Maintenance  of  Properties.  The
Company 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 Company 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 Section 7.6 shall prevent the Company
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
Company,  desirable  in the conduct of its or their  business and that do not in
the aggregate  materially  adversely  affect the business of the Company and its
Subsidiaries on a consolidated basis.

                  7.7.  Insurance.  The Company 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.

                  7.8.  Taxes.  The  Company  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 Company or such Subsidiary shall have set aside on its books adequate
reserves with respect  thereto;  and provided  further that the Company and each
Subsidiary of the Company 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.

                  7.9.  Inspection  of  Properties  and Books,  Etc. The Company
shall permit BankBoston and its representatives and consultants to (a) visit and
inspect any of the  properties  of the Company or any of its  Subsidiaries,  (b)
examine the books of account of the Company  and its  Subsidiaries  (and to make
copies  thereof  and  extracts   therefrom),   (c)  conduct   examinations   and
verifications of the assets of the Company and all systems and procedures of the
Company,  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  BankBoston  shall have notice or
knowledge  of any  violation of  Environmental  Laws,  to conduct  environmental
inspections of the properties and assets of the Company and its Subsidiaries and
(e)  discuss  the  affairs,  finances  and  accounts  of  the  Company  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 BankBoston may reasonably request.

<PAGE>
                  7.10. Compliance with Laws, Contracts,  Licenses, and Permits.
The Company  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  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 Company
or any of its Subsidiaries  may fulfill any of its obligations  hereunder or any
of the other  Financing  Agreements to which the Company or such Subsidiary is a
party,  the Company 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 Company or such Subsidiary to obtain such authorization,  consent, approval,
permit or license and furnish BankBoston with evidence thereof.

                  7.11. Use of Proceeds.  The Company will use the proceeds from
the sale of the Purchased  Securities  hereunder  solely for working capital and
general corporate purposes.

                  7.12.  Margin  Calls in  Respect  of  Futures  Contracts.  The
Company 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 Company 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.  Furthermore,  the
Company  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.

                  7.13.  Further  Assurances.  The Company will,  and will cause
each of its  Subsidiaries to, cooperate with BankBoston and execute such further
instruments and documents as BankBoston shall reasonably request to carry out to
their satisfaction the transactions contemplated by this Agreement and the other
Financing  Agreements,  including  without  limitation  maintaining  the  second
priority security interest of BankBoston in the Collateral  (subject only to the
first priority  security interest in favor of the Senior Lenders pursuant to the
Senior Loan Documents).

<PAGE>

                  7.14. Restrictions on Indebtedness.  The Company 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 BankBoston and its Affiliates  arising under any of the
Financing Agreements;

     (b) the Senior Indebtedness;

     (c) 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;

     (d) 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 Section 7.8;

     (e)  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  Company 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;

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

     (g) Indebtedness owed to the Company by a Subsidiary of the Company;
               
     (h) Indebtedness  under  non-speculative  hedge  arrangements  satisfactory
to BankBoston  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 Company with respect to Precious Metals, financial
futures, foreign currencies, futures or options (the "Hedging Policy"), all of 
which shall be reasonably satisfactory to BankBoston;

     (i) Other Indebtedness to BankBoston and its Affiliates;

     (j) Indebtedness owed by the Company to a Subsidiary of the Company;

<PAGE>

     (k) Indebtedness  incurred in connection  with Capital Leases
with third party financial  institutions other than BankBoston;  provided,  that
the aggregate  principal  amount of all such  Indebtedness  shall not exceed the
amount permitted by the Senior Loan Documents;

     (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 Company (or its  Subsidiary,  as
applicable) and Andersen Group, Inc., and (b) the Company (or its Subsidiary, as
applicable)  and Andersen  Group,  Inc. shall have entered into a  Subordination
Agreement in form and  substance  satisfactory  to BankBoston in respect of such
Indebtedness; and

     (m) Any other Indebtedness that is permitted pursuant to Section 8.1 of the
Credit Agreement.

                  7.15.  Restrictions  on Liens.  The Company 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 Company or such  Subsidiary from creating or incurring
any lien, encumbrance,  mortgage,  pledge, charge, restriction or other security
interest of any kind provided that the Company and any Subsidiary of the Company
may create or incur or suffer to be created or incurred or to exist:

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

     (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;

<PAGE>
            
     (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 Section 7.14(e);

     (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 Company or a Subsidiary of the Company 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  Company  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 Company  individually or of the
Company and its Subsidiaries on a consolidated basis;
                           
     (vii) liens in favor of BankBoston and its Affiliates  securing the payment
of the Obligations and other  Indebtedness  due and owing to BankBoston and such
Affiliates;

     (viii)  liens in favor of the Senior  Lenders  pursuant  to the Senior Loan
Documents;

     (ix) security interests in personal property acquired by the Company or its
Subsidiaries  after the date hereof to secure Capital Lease  Indebtedness of the
type and amount  permitted by Section 7.14(k) in connection with the acquisition
of such property,  which security  interests cover only the personal property so
acquired; and

     (x) any other liens and security  interests that are permitted  pursuant to
Section 8.1 of the Credit Agreement.

                  7.16.  Restrictions on Investments.  The Company 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 Company;

<PAGE>

     (b) demand deposits,  certificates of deposit, bankers acceptances and time
deposits  (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;

     (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, 1997 and listed on Schedule 7.16
hereto;

     (e) Investments by the Company 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 permitted by Section 7.17; 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 $250,000,000.

     7.17. Merger, Consolidation and Acquisition and Disposition of Assets.

     (a) The Company 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 Company with and into
the Company,  (iii) the merger or consolidation  of two or more  Subsidiaries of
the Company,  provided,  that,  if a merger or  consolidation  occurs  between a
Subsidiary  that is  partially  owned by the  Company and a  Subsidiary  that is
wholly owned by the Company,  the wholly owned Subsidiary shall be the surviving
entity, and (iv) acquisitions permitted pursuant to Section 8.4(a) of the Credit
Agreement.

<PAGE>

     (b) The Company 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.  Notwithstanding  the foregoing,  and
subject to the  following  proviso,  the Company 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  BankBoston  of a pro
forma asset  statement  approved  by  BankBoston,  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
BankBoston;  provided,  that (i) the aggregate  unpaid principal and interest in
respect of all loans made by the Company 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 Company  shall retain all rights to repayment of such loans
theretofore  made by the Company 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
Company to Ney Ultrasonics Inc. prior to any other  application of such net sale
proceeds.

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

                  7.19. No Restrictions  on Pledge or  Upstreaming.  The Company
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
Company or any of its  Subsidiaries to grant to BankBoston  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 Company to transfer  money or other
assets to the Company at any time.

                  7.20.  ERISA  Compliance.  Neither  the Company 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 Company or any of its Subsidiaries.

<PAGE>

                  7.21.  Transactions  with Affiliates.  Neither the Company 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 Company's or such  Subsidiary's
business and upon fair and reasonable  terms no less favorable to the Company or
such Subsidiary than the Company 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.
Notwithstanding  anything to the contrary in this Section 7.21,  the Company may
(x) make payments to Andersen Group, Inc. pursuant to the Tax Sharing Agreement,
as provided in Section 7.22 below, (y) enter into the Management  Agreement with
Andersen Group, Inc. as provided in Sections 7.14 and 7.27, and (z) issue a note
in an aggregate  principal amount of up to $4,000,000 to Andersen Group, Inc. as
provided in Sections 7.14 and 7.27,  provided that the Company shall in no event
fail to comply with Sections 7.14, 7.22 and 7.27.

                  7.22. Dividends and Distributions.  The Company 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 Company will be in
compliance  with all of its  covenants in Section  7.24 herein,  the Company may
make payments to Andersen Group,  Inc., in any fiscal year of the Company ending
on or after February 28, 1997 in an aggregate  amount equal to the amount of any
required payments under the Tax Sharing Agreement; and provided further that (i)
the Company may  repurchase  the Equity  Securities in accordance  with Sections
10.2 and 11 hereof,  (ii) the Company may pay dividends to the holders of Common
Stock pro rata solely in shares of Common Stock,  (iii) the Company may dividend
the  stock and  assets of Ney  Ultrasonics  Inc.  to  Andersen  Group,  Inc.  in
accordance  with  ss.7.17,  (iv) the Company  may,  upon the  termination  of an
employee's  employment with the Company,  repurchase the Common Stock previously
purchased by such employee  pursuant to employee stock option agreements and (v)
the Company may make  dividends or  distributions  if permitted by ss.8.9 of the
Credit Agreement.

                  7.23.  Tax  Sharing  Agreement.  The  Company  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
Company  (the "Tax  Sharing  Agreement")  without the prior  written  consent of
BankBoston.

                  7.24.  Certain  Financial  Covenants.   The  Company  and  its
Subsidiaries  will comply with each of the  covenants set forth on Schedule 7.24
hereto.

<PAGE>

                  7.25. Charter  Amendments.  The Charter of the Company and its
Subsidiaries  shall  not be  amended  or  modified  in  any  manner  that  might
materially  and adversely  affect  BankBoston's  rights in respect of the Equity
Securities.  Provided that the parties (other than BankBoston) are in compliance
with the provisions of the Financing Agreements and the Related Agreements,  and
that no default under the Financing  Agreements or Related  Agreements  would be
caused  thereby,  amending the Charter of the Company to increase the authorized
number  of  shares  of  Common  Stock  shall  not in and of  itself be deemed to
materially  and adversely  affect  BankBoston's  rights in respect of the Equity
Securities.

                  7.26.  Subsidiary Stock. The Company shall not (i) directly or
indirectly sell,  assign,  pledge or otherwise encumber or dispose of any shares
of capital stock or other equity securities of any of its Subsidiaries except to
qualify  directors  if  required by  applicable  law and except in pledge to the
Senior Lender or BankBoston or (ii) permit any of its  Subsidiaries  directly or
indirectly  to sell,  assign,  pledge or  otherwise  encumber  or dispose of any
shares of capital stock or other equity  securities  of any of its  Subsidiaries
(including  such  Subsidiary),  except  to  the  Company,  another  wholly-owned
Subsidiary of the Company or to qualify directors if required by applicable law.
The  Company  will not  permit  any of its  Subsidiaries  to issue any shares of
capital  stock  to any  Person  other  than  the  Company  or  any of its  other
wholly-owned  Subsidiaries.  Nothing in this  Section  7.26 shall  prohibit  the
Company from  dividending the stock of Ney  Ultrasonics  Inc. to Andersen Group,
Inc. in accordance with this Agreement.

                  ss.7.27. Payments to Andersen Group. The Company 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 Company 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 Company (or such Subsidiary,  as applicable) and Andersen
Group,  Inc., (b) the Company or such Subsidiary and Andersen Group,  Inc. shall
have entered into a Subordination  Agreement in form and substance  satisfactory
to  BankBoston  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 Financing  Documents,  (d) both before and after giving effect to such
payment,  the Company'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 Company to  BankBoston  prior to making such
payment),  and (e) both  before and after  giving  effect to such  payment,  the
difference  between  (x) the  Company'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 Company to BankBoston prior to making such payment).

<PAGE>

                  7.28. Disposition of Ney Ultrasonics Inc. If the Company shall
not have  completed the  distribution  of the stock of Ney  Ultrasonics  Inc. to
Andersen Group, Inc. in accordance with the last sentence of ss.7.17 on or prior
to April 1, 1998, then on April 1, 1998, the Company shall cause Ney Ultrasonics
Inc. to execute and deliver to BankBoston a guaranty,  a security  agreement,  a
lessor's  agreement,  UCC  financing  statements  and such  other  guaranty  and
security  documents as BankBoston  shall  reasonably  require,  each in form and
substance  acceptable to BankBoston,  and otherwise take all actions and file or
record  all  documents  reasonably  required  by  BankBoston  in  order to grant
BankBoston a second priority  (subject only to the first priority liens pursuant
to the  Senior  Loan  Documents),  perfected  lien  on all  of  the  assets  and
properties of Ney  Ultrasonics  Inc. as security for the  Company's  obligations
under this Agreement, the Note and any other Financing Agreements.

                  7.29.  Amendment of Senior Debt  Documents,  Etc.  Neither the
Company nor any of its  Subsidiaries  shall agree to any  material  amendment or
modification  of, or grant any  waiver or fail to  enforce  any of its  material
rights  pursuant to the Credit  Agreement  or any of the Senior Loan  Documents,
including without limitation,  any terms of such documents relating to principal
amount,  maturity,  amortization,   interest  or  fees,  without  in  each  case
BankBoston's prior written consent.

                  7.30.  Intellectual Property Schedules. On or prior to January
22,  1998,  the  Company  shall  provide to  BankBoston  the  following  updated
schedules  to the  following  Security  Documents,  each in form  and  substance
satisfactory to BankBoston:  (i) Schedule 3 to that certain  Security  Agreement
dated as of December 29, 1997 between the Company and BankBoston,  (ii) Schedule
A to that certain Trademark Collateral Security and Pledge Agreement dated as of
December 29, 1997 between the Company and  BankBoston,  and (iii)  Schedule A to
that certain Patent  Collateral  Assignment and Security  Agreement  dated as of
December 29, 1997 between the Company and BankBoston.

8.       COVENANTS APPLICABLE WHILE THE EQUITY SECURITIES ARE OUTSTANDING.

         The  Company  covenants  that,  as long as at least  25% of the  Equity
Securities  initially  issued or  issuable  hereunder  remain  outstanding,  the
Company will comply with the following provisions:

                  8.1. General. The Company will comply with and will cause each
of its  Subsidiaries  to comply with the  provisions  of Sections  7.21 and 7.25
hereof.

<PAGE>

                  8.2. Rights to Attend Meetings. The Company will call and hold
a meeting of its board of  directors  at least  once each  fiscal  quarter.  The
Company will give one  representative  designated by the Majority Holders of the
Equity  Securities  at least five days' prior  written  notice (or such  shorter
notice as is given to the Company's  outside  directors) of any proposed meeting
(or action by written  consent) of the board of directors of the Company (except
written  consents  executed solely in connection with the  establishment of bank
accounts or other purely administrative matters), such notice in all cases to be
in the form and manner such  notice is given to the  Company's  directors.  Such
representative will be entitled to attend as an observer at any such meeting or,
if a meeting is held by telephone  conference,  to  participate  therein for the
purpose of listening thereto.

                  8.3. Other Information.  From time to time upon the request of
any representative designated by the Majority Holders of Equity Securities,  the
Company will  furnish to such  representative  such  information  regarding  the
business,  affairs,  prospects  and  financial  condition of the Company and its
Subsidiaries as such representative may reasonably request.  Such representative
shall have the right  during  normal  business  hours to  examine  the books and
records of the Company and its Subsidiaries to make copies,  notes and abstracts
therefrom,  and to make an  independent  examination of the books and records of
the Company and its Subsidiaries.

                  8.4.  Confidentiality.  BankBoston  and each Major Holder will
hold in  confidence,  and will not use (except to evaluate its investment in the
Company),  all  confidential  or proprietary  information of the Company and its
Subsidiaries  provided or made  available  to  BankBoston  and such Major Holder
pursuant  to this  Section 9 until  such  time as such  information  has  become
publicly  available other than as a consequence of any breach by BankBoston or a
Major Holder of its confidentiality obligations hereunder.

9.       [INTENTIONALLY OMITTED]

10.      DEFAULTS.

                  10.1.  Events of Default.  Holders of the  Securities  will be
entitled to exercise the remedies  provided by Section 10.2 hereof in accordance
with the terms  thereof if any one or more of the following  events  ("Events of
Default") shall occur:

                  (a) the  Company  shall fail to make any  payment of  interest
within five (5) days after the same shall become due, or the Company  shall fail
to make any  payment  of  principal  on the Note as the same shall  become  due,
whether at maturity or by acceleration or otherwise; or

                  (b) The Company shall fail to pay the Repurchase Price for any
Equity  Securities  as and when  required  pursuant to Section 11 hereof  (after
giving effect to the provisions of Section 11.3); or

                  (c)  The  Company  or any of its  Subsidiaries  shall  fail to
perform or observe any of the  covenants  applicable to it set forth in Sections
7.5(a) or (b), 7.14 through 7.29 or 8 hereof; or

<PAGE>

                  (d)  The  Company  or any of its  Subsidiaries  shall  fail to
perform  or observe  any  covenant,  agreement  or  provision  set forth in this
Agreement or any covenant,  agreement,  or provision to be performed or observed
by it under any Financing  Agreements,  other than those provisions set forth in
Sections 10.1(a),  (b) and (c) above, and such failure shall not be rectified or
cured to BankBoston's  satisfaction within thirty (30) days after written notice
from BankBoston; or

                  (e) any  representation or warranty made by the Company or any
of its Subsidiaries to BankBoston in connection with this Agreement or any other
Financing  Agreement or any amendment to this  Agreement or any other  Financing
Agreement shall prove to have been false in any material  respect on the date as
of which it was made or deemed to have been made or repeated; or

                  (f) The Company or any of its  Subsidiaries  shall fail (i) to
pay when due,  or within any  applicable  period of grace,  any  obligation  for
borrowed  money or credit  received  (including  without  limitation  the Senior
Indebtedness)  and/or in respect of any Capital Leases in an aggregate amount in
excess of $500,000 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  (including  without  limitation the
Senior  Indebtedness)  and/or in respect of any Capital Leases,  in an aggregate
amount in excess of $500,000 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, or (ii)
to perform  and  observe  any of the  covenants  or  provisions  required  to be
performed or observed by it pursuant to the Credit  Agreement or the Senior Loan
Documents,  and in either case such failure  results in the  acceleration of the
maturity of the  Company's  obligations  thereunder  in an  aggregate  amount in
excess of $500,000; or

                  (g)  the  Company  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  Company or any of its  Subsidiaries  or of any
substantial  part of the  assets of the  Company or any of its  Subsidiaries  or
shall  commence any case or other  proceeding  relating to the Company 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 Company or any of its Subsidiaries and the Company 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;

<PAGE>

                  (h) a decree or order is entered  appointing any such trustee,
custodian,  liquidator  or  receiver or  adjudicating  the Company 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
Company or any  Subsidiary of the Company 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 BankBoston),  for more
than sixty (60) days, whether or not consecutive, any final judgment against the
Company  and/or  any of its  Subsidiaries  that,  with other  outstanding  final
judgments,   undischarged  and  unbonded  (to  the  reasonable  satisfaction  of
BankBoston),  against  the  Company  or any of its  Subsidiaries  exceeds in the
aggregate $1,000,000;

                  (j) with  respect to any  pension  plan,  an ERISA  Reportable
Event shall have occurred and BankBoston shall have determined in its reasonable
discretion that such event  reasonably  could be expected to result in liability
of the Company and/or any of its  Subsidiaries  to the PBGC or such pension plan
in an aggregate amount exceeding  $1,000,000 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) if any of the  Financing  Agreements  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
BankBoston,  or any action at law,  suit in equity or other legal  proceeding to
cancel,  revoke or rescind any of the Financing Agreements shall be commenced by
or on behalf of the Company 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  Financing  Agreements  is  illegal,  invalid  or
unenforceable in accordance with the terms thereof;

                  (l) the Company 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;

                  (m) there shall occur for more 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 Company or any of its  Subsidiaries  if such loss,
suspension,  revocation or failure to renew would have a material adverse effect
on the business or financial condition of the Company or such Subsidiary; or

<PAGE>

                  (n)  Andersen  Group,  Inc.,  shall,  at any time prior to the
effectiveness of an IPO of the Company,  legally or beneficially own less than a
majority of the issued and  outstanding  voting stock of the Company (other than
pursuant to BankBoston's exercise of the Warrant).

                  10.2.    Remedies.

                  (a)  Subject  to  Section  3.6,   upon  the   occurrence   and
continuance  of any of the Events of Default under Section 10.1 hereof,  in each
and every such case,  the holder of the Note may  proceed to protect and enforce
its rights by suit in equity, action at law and/or other appropriate proceedings
either  for  specific  performance  of  any  covenant,  provision  or  condition
contained or  incorporated  by reference in this Agreement or in the Note or any
of the  Security  Documents,  including  as  permitted  by  applicable  law  the
obtaining of the ex parte  appointment of a receiver,  or in aid of the exercise
of any power  granted in this  Agreement  or in the Note or any of the  Security
Documents,  and  (unless  there shall have  occurred  an Event of Default  under
Section  10.1(h)  hereof,  in which  case the  unpaid  balance of the Note shall
automatically become due and payable) may by notice to the Company,  declare all
or any part of the unpaid  principal  amount of the Note then  outstanding to be
forthwith due and payable,  and thereupon such unpaid  principal  amount or part
thereof,  together with interest  accrued thereon and any Applicable  Prepayment
Charge and all other sums, if any,  payable under this  Agreement or the Note or
the Security  Documents  shall become so due and payable  without  presentation,
presentment,  protest or further  demand or notice of any kind, all of which are
hereby expressly waived,  and such holder may proceed to enforce payment of such
amount or part thereof or any other legal or  equitable  right in such manner as
it may elect. No remedy herein  conferred  herein 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.

                  (b)  Upon the  occurrence  and  continuance  of (A) any of the
Events of Default under  Sections  10.1(c) (with respect to a breach of Sections
7.21 and/or 7.25, each as incorporated by reference into Section 8.1) or (B) any
failure of the Company to pay the Repurchase Price as and when required pursuant
to Section 11 (after giving effect to the provisions of Section 11.3) or (C) any
material breach by any party (other than BankBoston) of the Registration  Rights
Agreement or the Warrant or any other  Financing  Agreement  then in effect,  in
each and every such case, (i) the Majority Holders of the Equity  Securities may
proceed to protect and enforce its or their rights by suit in equity,  action at
law  and/or  other  appropriate  proceeding  for  specific  performance  of  any
covenant,  provision or condition contained or incorporated by reference in this
Agreement  or in any Related  Agreement or (in the case of a breach under clause
(B) above,  and to the extent not prohibited by applicable laws) in any Security
Document,  or in aid of the exercise of any power  granted in this  Agreement or
any Related Agreement or (in the case of a breach under clause (B) above, and to
the extent not prohibited by applicable laws) in any Security Document, and (ii)
the  Majority  Holders  of the  Equity  Securities  may give a Put Notice to the
Company  pursuant  to Section 11 hereof and at any time after the giving of such
Put Notice,  the  theretofore  unexercised  "put" rights set forth in Section 11
hereof shall,  to the extent not already  exercisable,  be deemed to have become

<PAGE>

immediately  exercisable  and the Majority  Holders of Equity  Securities may in
such  Put  Notice  to the  Company  declare  all or  part  of  such  theretofore
unexercised  "put"  rights  to be  forthwith  exercised  and  due  and  payable,
whereupon the Repurchase Price for the Equity  Securities  subject thereto shall
become so due and payable without presentation,  presentment, protest or further
demand or notice of any kind,  all of which are expressly  waived,  and any such
holder or holders may proceed to enforce  payment of such amount or part thereof
in such manner as it or they may elect.  No remedy  herein  conferred  herein 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. Notwithstanding the foregoing, after (x) full and final repayment of all
amounts due in connection with the Notes (including all principal, interest, and
prepayment  premiums,  if any) and (y) (to the extent that BankBoston  exercises
its rights to put the Equity  Securities  under  Section 11.1  contemporaneously
with  repayment  of the  Notes)  satisfaction  of any  obligations  to repay the
Repurchase  Price,  BankBoston shall release the Collateral from the lien of the
Security  Documents,  and thereupon the provisions of this Section 10.2(b) shall
no longer  apply to any  enforcement  by  BankBoston  of the liens and  security
interests created pursuant to the Security Documents.

                  10.3. Waivers. Each of the Company and its Subsidiaries hereby
waives,  to the extent not prohibited by applicable  law, (a) all  presentments,
demands  for  performance  and notices of  nonperformance  (except to the extent
specifically  required  by  the  provisions  hereof),  (b)  any  requirement  of
diligence  or  promptness  on  the  part  of any  holder  of  Securities  in the
enforcement of its rights under the provisions of this Agreement,  the Company's
Charter, or any Financing  Agreement,  and (c) any and all notices of every kind
and description which may be required to be given by any statute or rule of law.

                  10.4.  Course of  Dealing.  No course of dealing  between  the
Company or any of its Subsidiaries on the one hand, and BankBoston or any holder
of  Securities,  on  the  other  hand,  shall  operate  as a  waiver  of  any of
BankBoston's or its rights under this Agreement,  the Company's Charter,  or any
Financing  Agreement.  No delay or omission in  exercising  any right under this
Agreement,  the Company's Charter, or any Financing Agreement shall operate as a
waiver of such right or any other right.  A waiver on any one occasion shall not
be construed as a bar to or waiver of any right or remedy on any other occasion.

<PAGE>

11.      REPURCHASE OF EQUITY SECURITIES.

                  11.1. Right to Put Equity Securities. At any time, but only on
one  occasion,  on or after  the Put  Date,  or on such  earlier  date as may be
determined  under  Section  10.2(b)  hereof,  BankBoston  may,  by notice to the
Company (a "Put  Notice"),  elect to sell to the Company (and the Company hereby
agrees to repurchase  from  BankBoston),  at the Repurchase  Price  specified in
Section 11.4 hereof,  such Equity Securities as are specified in the Put Notice.
For all purposes of this Section 11, each Warrant shall be treated as the number
of Common Shares for which it is then exercisable.

                  11.2. Put Closing. The put closing shall, subject to the terms
of ss.10.2(b)  take place at the offices of the Company at 10:00 a.m. local time
on a date (a) not more than 120 days after the date a Put Notice is  received by
the Company as the Company  shall  specify by notice to  BankBoston,  or at such
later time as Fair Market Value shall have been determined under Section 11.4(b)
hereof,  or (b) at such other time and place as  BankBoston  and the Company may
agree upon (a "Put Closing Date"). At the put closing BankBoston will deliver to
the  Company  a  certificate  or  certificates  evidencing  all  of  the  Equity
Securities then to be purchased by the Company (properly endorsed or accompanied
by stock powers or, in the case of any Warrant,  assignments,  with signature(s)
guaranteed  or similar  appropriate  documentation  of  authority  to  transfer)
against payment of the Repurchase Price to BankBoston in the manner specified in
Section 11.3 hereof. Except to the extent prohibited by applicable law, prior to
the Put Closing  Date,  the Company  will provide  BankBoston  with all material
available information regarding the Company reasonably requested by BankBoston.

                  11.3.  Payment.  The Company shall pay the Repurchase Price at
any closing under Section 11.2 hereof out of funds legally available therefor in
cash  or  immediately  available  funds.  If  legally  available  funds  are not
sufficient to pay the  Repurchase  Price in full at any closing,  the failure to
pay the portion of the Repurchase  Price for which legally  available  funds are
not available  shall not  constitute an Event of Default.  In the event that any
portion  of the  Repurchase  Price is not  paid  either  in cash or  immediately
available funds,  BankBoston shall retain all BankBoston's  rights hereunder and
with  respect to the Equity  Securities,  as to that number of shares of Warrant
Stock or portion of the Warrants  exercisable  for that number of shares as such
unpaid portion represents (the "Unrepurchased  Securities"),  until such time as
the unpaid portion of the Repurchase Price and interest  thereon,  determined as
set forth below, shall be paid to BankBoston in full. If the Repurchase Price is
not paid on or prior to the Put Closing Date,  BankBoston shall be entitled,  by
notice to the Company (the "Rescission  Notice"), to rescind BankBoston's put of
such  Unrepurchased  Securities  pursuant to Section 11.1.  Unless and until the
Company receives a Rescission Notice, the unpaid portion of the Repurchase Price
allocable to the  Unrepurchased  Securities  shall remain an  obligation  of the
Company  and shall  become due and  payable,  in cash or  immediately  available
funds,  as soon as there are funds legally  available  therefor.  Interest shall
accrue from the date 120 days after the date on which the Company  receives  the
applicable Put Notice on any unpaid  portion of the Repurchase  Price at the per
annum rate that is 2% in excess of the Fixed Rate, compounded on a monthly basis
to the extent permitted by law and payable on demand.

<PAGE>

                  11.4.    Repurchase Price for Equity Securities.

     (a) Repurchase  Price. The repurchase price (the "Repurchase  Price") shall
be an amount equal to:

     (i) in the case of each Common Share, the quotient obtained by dividing (A)
the  greater of the  Formula  Value of the  Company's  common  stock  equity (as
determined  pursuant to Section  11.4(c) hereof) or the Fair Market Value of the
Company's  common  stock  equity (as  determined  pursuant  to  Section  11.4(b)
hereof),  calculated as of the date of the related Put Notice under Section 11.1
hereof,  respectively,  plus,  the  aggregate  consideration  to be  paid to the
Company upon the exercise of all then exercisable outstanding warrants,  options
or  convertible  securities  pursuant to which the Company is then  obligated to
issue  Common  Stock by (B) the sum of (1) the number of shares of Common  Stock
then  outstanding  plus (2) the number of shares of Common  Stock then  issuable
upon exercise of then outstanding warrants,  options or convertible  securities,
in each case to the extent then exercisable; and

     (ii) in the case of each Warrant,  (A) the product of the Repurchase  Price
per Common Share then  purchasable  thereunder as determined  under this Section
11.4(a)  multiplied  by the number of such shares then  purchasable  thereunder,
minus (B) the aggregate exercise price for such shares.

     (b) Fair  Market  Value.  For a period of 20 days after the date of any Put
Notice (the "Negotiation Period"), each party hereto agrees to negotiate in good
faith to reach  agreement  upon the fair market  value of the  Company's  common
stock equity (the "Fair Market Value"). In the event that the parties are unable
to agree upon the Fair Market Value by the end of the  Negotiation  Period,  the
Fair Market Value of the Company's  common stock equity shall be determined  for
purposes  of this  Section  11.4(b)  initially  by an  appraiser  of  nationally
recognized standing selected by the Company (the "Company  Appraiser") and whose
appraisal (the "Company  Appraisal")  shall be furnished to BankBoston within 30
days after the end of the Negotiation  Period.  If BankBoston does not object to
such determination  within 15 days after receipt of such notice, the fair market
value  determined by the Company  Appraiser  shall be the Fair Market Value.  If
BankBoston objects to the Fair Market Value determined by the Company Appraiser,
BankBoston  may select an  Appraiser  of  nationally  recognized  standing  (the
"BankBoston  Appraiser")  who shall  review  the  determination  of the  Company
Appraiser and issue a report  thereon (the  "BankBoston  Appraisal"),  within 30
days after delivery to BankBoston of the Company Appraisal. Within 10 days after
delivery to the Company of the BankBoston  Appraisal,  the Company Appraiser and
the  BankBoston  Appraiser  shall  meet in order to  resolve  any  questions  or
differences with respect to the Fair Market Value. If such Appraisers agree on a
Fair Market Value of the Company's  common stock equity,  such Fair Market Value
shall be the Fair Market  Value.  If no  agreement is reached,  such  Appraisers
shall  select  an  appraiser  of  nationally  recognized  standing  (the  "Third
Appraiser") within five days after such meeting. Fair Market Value shall then be

<PAGE>

determined by the Third  Appraiser  within 30 days after delivery to the Company
of the BankBoston Appraisal,  and the determination of the Third Appraiser shall
be  conclusive  and binding upon the Company and  BankBoston.  Fair Market Value
shall in all cases be  calculated  by  determining  the Fair Market Value of the
entire  common stock equity  interest of the Company  taken as a whole,  without
premium for control or discounts  for  minority  interests  or  restrictions  on
transfer.  All expenses of the Company  Appraiser shall be borne by the Company;
all expenses of the BankBoston  Appraiser shall be borne by BankBoston;  and all
expenses  of the Third  Appraiser  shall be borne  equally  by the  Company  and
BankBoston.

     (c) Formula Value.  The Formula Value of the Company's  common stock equity
at any particular date of determination  shall be an amount calculated by adding
(1) the  product  obtained  by (i)  multiplying  the number five (5) by (ii) the
difference  obtained  by (x) the  Company's  EBITDA  for the  twelve  (12)  full
calendar  months  immediately  preceding such date (the "Test Period") minus (y)
the  lesser  of  (A)  the  aggregate  amount  of   non-discretionary,   required
maintenance capital  expenditures made by the Company during the Test Period and
(B) the aggregate amount of the Company's depreciation expense during the twelve
(12) calendar month period immediately  preceding the Test Period,  plus (2) the
sum of the Company's and its Subsidiaries' cash balances and cash equivalents on
hand as of such date,  and minus (3) the aggregate  amount of  Indebtedness  for
borrowed money outstanding as of such date and not prohibited by this Agreement.

12.      SUBSEQUENT HOLDERS OF SECURITIES.

         Whether or not any express  assignment has been made in this Agreement,
the  provisions  of this  Agreement and the  Financing  Agreements  that are for
BankBoston's  benefit as the holder of any  Securities  are also for the benefit
of, and  enforceable  by, all subsequent  holders of  Securities.  If BankBoston
transfers  any interest in the Common  Shares to a  transferee  such that at any
time more than one  Person  shall  hold the  Common  Shares,  then any action or
decision  provided herein to be taken or made by BankBoston during any such time
in  respect  of the Common  Shares  shall be taken or made by the  holders of at
least 51% of the total number of then outstanding  Common Shares.  If BankBoston
transfers  any interest in the  Warrants to a  transferee  such that at any time
more than one  Person  shall  hold the  Warrants,  then any  action or  decision
provided  herein  to be  taken or made by  BankBoston  during  any such  time in
respect of the Warrants shall be taken or made by the holders of at least 51% of
the total number of then outstanding Common Shares issuable upon exercise of the
Warrants.  If BankBoston transfers any interest in the Note to a transferee such
that at any time more than one Person  shall  hold the Note,  then any action or
decision  provided herein to be taken or made by BankBoston during any such time
in respect of the Note shall be taken or made by the  holders of at least 51% of
the aggregate principal amount of the Note.

<PAGE>

13.      REGISTRATION RIGHTS.

         BankBoston shall have certain  registration  rights with respect to the
Equity Securities as set forth in the Registration Rights Agreement.

14.      REGISTRATION AND TRANSFER OF SECURITIES.

                  14.1.    Registration, Transfer and Exchange of Note.

                  (a) The Company shall keep at its principal  office a register
in which shall be entered the name and address of the  registered  holder of the
Note issued by it and particulars of the Note held by it and of all transfers of
such Note.  References  to the  "holder" or "holder of record" of the Note shall
mean the payee  thereof  unless the payee shall have  presented  the Note to the
Company for transfer and the transferee shall have been entered in said register
as a  subsequent  holder,  in which case the terms  shall  mean such  subsequent
holder.  The  ownership  of the Note  shall be proven by such  register  and the
Company may conclusively rely upon such register.

                  (b) The holder of a Note may at any time and from time to time
prior to  maturity  or  redemption  thereof  surrender  the Note  held by it for
exchange or (subject to compliance with the applicable  provisions of Section 16
hereof)  transfer  at said  office  of the  Company.  Within a  reasonable  time
thereafter  and without  expense  (other than  transfer  taxes,  if any) to such
holder,  the Company shall issue, at its expense,  in exchange  therefor another
Note or Notes, dated the date to which interest has been paid on the surrendered
Note, for the same aggregate  principal amount as the unpaid principal amount of
the Note or Notes so surrendered (subject to the applicable holder's endorsement
or execution of any  documents  reasonably  requested by the Company to evidence
the cancellation of any surrendered Note),  having the same maturity and rate of
interest,  containing  the same  provisions  and  subject  to the same terms and
conditions as the Note or Notes so  surrendered.  Each such new Note shall be in
the  denominations  and  registered in the name of such person or persons as the
holder of such  surrendered  Note or Notes may  designate  in writing,  and such
exchange  shall be made in a manner such that no  additional or lesser amount of
principal or interest shall result.  The Company will pay shipping and insurance
charges, from and to each holder's principal office, involved in the exchange or
transfer of any Note.

                  (c) Each  Note  issued  hereunder,  whether  originally  or in
substitution  for, or upon transfer or exchange of, any Note shall be registered
on the date of execution thereof by the Company. The registered holder of record
shall be deemed to be the owner of the Note for all purposes of this  Agreement.
All notices  given  hereunder  to the holder of record  shall be deemed  validly
given if given in the manner specified in Section 18 hereof.

<PAGE>

                  14.2.    Registration, Transfer and Exchange of Warrants.

                  (a) The Company shall keep at its principal  office a register
in which  shall be entered  the names and  addresses  of the holders of Warrants
issued by it and particulars of the respective  Warrants held by them and of all
transfers of such Warrants.  References to the "holder" or "holder of record" of
any Warrant shall mean the holder thereof unless the holder shall have presented
such  Warrant to the Company for  transfer  and the  transferee  shall have been
entered in said register as a subsequent  holder,  in which case the terms shall
mean such  subsequent  holder.  The  ownership of any of the  Warrants  shall be
proven  by such  register  and the  Company  may  conclusively  rely  upon  such
register.

                  (b) The holder of any of the Warrants may at any time and from
time to time prior to exercise,  repurchase or redemption  thereof surrender any
Warrant  held by it for  exchange  or  (subject to  compliance  with  Section 16
hereof) transfer at said office of the Company. On surrender for exchange of the
Warrants,  properly  endorsed,  to the Company,  the Company at its expense will
issue and  deliver  to or on the order of the  holder  thereof a new  warrant or
warrants  of like tenor,  in the name of such  holder or,  upon  payment by such
holder of any applicable  transfer taxes, as such holder may direct,  calling in
the  aggregate  on the face or faces  thereof  for the  number of Common  Shares
called for on the face or faces of the Warrants so surrendered. The Company will
pay shipping and insurance charges,  from and to each holder's principal office,
involved in the exchange or transfer of any Warrant.

                  (c) Each Warrant issued  hereunder,  whether  originally or in
substitution  for,  or upon  transfer  or  exchange  of,  any  Warrant  shall be
registered  on the date of  execution  thereof by the  Company.  The  registered
holder of record shall be deemed to be the owner of the Warrant for all purposes
of this Agreement.  All notices given hereunder to the holder of record shall be
deemed validly given if given in the manner specified in Section 18 hereof.

                  14.3.  Replacement  of  Securities.  Upon  receipt of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation  of any  Security  and,  in the  case  of any  such  loss,  theft  or
destruction, upon delivery of an indemnity bond in such reasonable amount as the
Company may  determine  (or, in the case of any Security  held by  BankBoston or
another  institutional  holder, an unsecured indemnity agreement from BankBoston
or such other holder reasonably  satisfactory to the Company) or, in the case of
any such mutilation, upon the surrender of such Security for cancellation to the
Company at its principal office, the Company,  at its own expense,  will execute
and deliver, in lieu thereof, a new Security of like tenor, dated in the case of
a Note so that there will be no loss of interest.  Any Security in lieu of which
any such new Security has been so executed  and  delivered by the Company  shall
not be deemed to be outstanding for any purpose of this Agreement.

<PAGE>

15.      REGULATORY RESTRICTIONS.

                  15.1.  Bank  Holding  Company  Act. No Person  which is a bank
holding company or a subsidiary of a bank holding  company (a "Bank  Affiliate")
as  defined  in the Bank  Holding  Company  Act of 1956,  as  amended,  or other
applicable  banking  laws of the  United  States  of  America  and the rules and
regulations  promulgated  thereunder  (the "Bank  Holding  Company  Act")  shall
exercise its rights to acquire  Common  Stock,  if, after giving  effect to such
acquisition,  the Bank Affiliate,  together with its Affiliates,  would own more
than  five  percent  (5%) of the  outstanding  voting  securities  the  Company.
Notwithstanding  the  foregoing,  to the extent not  inconsistent  with the Bank
Holding  Company  Act,  such  acquisition  rights may be  exercised or shares of
Common Stock may otherwise be acquired in the event that:

                  (a) The  Company  shall vote to merge or  consolidate  with or
into any other  Person and after giving  effect to such merger or  consolidation
the Bank Affiliate  would not own more than five percent (5%) of the outstanding
voting securities of the surviving corporation;

                  (b) said holder  desires to sell shares of Common  Stock to be
obtained by such acquisition in connection with any proposed  purchase of Common
Stock by another Person (other than a Bank Affiliate); or

                  (c) said holder exercises its registration  rights pursuant to
the  Registration  Rights  Agreement and the  registration  statement  resulting
therefrom is effective.

                  15.2. Statement of Compliance. For purposes of this Agreement,
a written  statement of BankBoston  or any of its  Affiliates  acquiring  Common
Stock,  delivered to the Company upon acquisition of any shares of Common Stock,
to the effect that  BankBoston or its Affiliate,  as the case may be, is legally
entitled to exercise its rights to purchase  securities  of the Company and that
such  exercise  will not  violate or  contravene  any law or  regulation  or any
judgment,  decree or order of any  governmental  authority  then  applicable  to
BankBoston  or such  Affiliate,  as the case may be,  shall  be  conclusive  and
binding upon the Company and shall  absolutely  obligate and bind the Company to
deliver, in accordance with the other terms and provisions hereof,  certificates
or other appropriate instruments representing the securities so purchased.

16.      RESTRICTIONS ON TRANSFER.

                  16.1.   General   Restriction.   The   Securities   shall   be
transferable  to  Permitted  Transferees  only  upon  the  satisfaction  of  the
conditions  set forth  below in this  Section 16. For  purposes of this  Section
16.1, a "Permitted Transferee" shall mean a Person (other than a natural person)
that  constitutes  an "accredited  investor" as defined in Rule 501  promulgated
under the Securities Act.

<PAGE>

                  16.2.  Notice  of  Transfer.  Prior  to  any  transfer  of any
Securities,  the holder  thereof shall be required to give written notice to the
Company  describing  in  reasonable  detail the manner and terms of the proposed
transfer and the identity of the proposed  transferee  (the "Transfer  Notice"),
accompanied by (a) an opinion of BankBoston's  Special Counsel  addressed to the
Company  or other  counsel  reasonably  acceptable  to the  Company,  that  such
transfer  may be effected  without  registration  of such  Securities  under the
Securities  Act and  applicable  state  securities  laws,  and  (b) the  written
agreement of the proposed transferee to be bound by all of the provisions hereof
and of the  Financing  Agreements,  applicable  to  holders  of such  Securities
hereunder or thereunder.

                  16.3.  Restrictive  Legends.  Except as otherwise permitted by
this Section 16, each Security shall bear the legend specified for such Security
in Schedule 16.3 hereto and any other legend required by law or regulation.

                  16.4. Termination of Restrictions. The restrictions imposed by
this Section 16 upon the transferability of Securities shall terminate as to any
particular   Securities  when  such  Securities   shall  have  been  effectively
registered under the Securities Act or sold pursuant to a Public Sale.  Whenever
any of such  restrictions  shall  terminate  as to any  Securities,  the  holder
thereof shall be entitled to receive from the Company, at such Person's expense,
new Securities  without such legends  except that any legend  required by law or
regulation  will be removed  only upon  delivery to the Company of an opinion of
counsel of the type  referred  to in clause (a) of  Section  16.2  hereof to the
effect that such legend may be removed.

17.      EXPENSES; INDEMNITY.

                  (a) The Company  hereby agrees to pay on demand all reasonable
out-of-pocket   expenses   incurred  by  BankBoston,   in  connection  with  the
transactions  contemplated  by this Agreement and the Related  Agreements and in
connection  with any  amendments  or  waivers  (whether  or not the same  become
effective) hereof or thereof and all reasonable  out-of-pocket expenses incurred
by BankBoston or any holder of any Security issued  hereunder in connection with
the enforcement of any rights  hereunder,  under any other Related  Agreement or
with respect to any  Security,  including  without  limitation  (i) the cost and
expenses of preparing  and  duplicating  this  Agreement,  each other  Financing
Agreement and Related Agreement and the Securities;  (ii) the cost of delivering
to BankBoston's  principal offices,  insured to BankBoston's  satisfaction,  the
Securities  sold  to  BankBoston  hereunder  and  any  Securities  delivered  to
BankBoston in exchange therefor or upon any exercise, conversion or substitution
thereof;  (iii) the reasonable fees,  expenses and disbursements of BankBoston's
Special  Counsel  in  connection  with  the  transactions  contemplated  by this
Agreement  and  the  Related  Agreements  and  any  amendments,   modifications,
approvals,  consents or waivers  hereunder or  thereunder;  (iv) the  reasonable
fees,   expenses  and  disbursements  of  BankBoston's   accountants  and  other
consultants,  in connection with BankBoston's due diligence investigation of the

<PAGE>

Company prior to the execution of this  Agreement or following the occurrence of
a default  hereunder;  (v) all  documentary  stamp and similar taxes at any time
payable  in  respect  of this  Agreement,  any other  Related  Agreement  or the
issuance  of  any of the  Securities;  and  (vi)  all  reasonable  out-of-pocket
expenses  (including  without limitation  reasonable  attorneys' fees and costs,
travel  and  lodging  expenses  related  to  board  attendance,  observation  or
inspection, and reasonable consulting, accounting, appraisal, investment banking
and similar  professional fees and charges) incurred by BankBoston in connection
with  (A) the  exercise,  enforcement  or  preservation  of  rights  under  this
Agreement  or any of the  Related  Agreements  against the Company or any of its
Subsidiaries  or  the  administration   thereof  whether  before  or  after  the
occurrence of a Default or Event of Default and (B) any  litigation,  proceeding
or  dispute  whether  arising  hereunder  or  otherwise,  in any way  related to
BankBoston's relationship with the Company or its Subsidiaries.

                  (b) The Company hereby further agrees to indemnify,  exonerate
and  hold  BankBoston  and  BankBoston's  stockholders,   officers,   directors,
employees  and agents free and  harmless  from and against any and all  actions,
causes of action, suits, losses,  liabilities,  damages and expenses (including,
without limitation,  reasonable attorneys' fees and disbursements),  incurred in
any  capacity  by any of the  indemnitees  as a result of or relating to (A) any
transaction  financed  or  to be  financed  in  whole  or in  part  directly  or
indirectly  with  proceeds  from the sale of any of the  Securities,  or (B) the
execution,  delivery,  performance or enforcement of this Agreement  (including,
without  limitation,  any  failure  by the  Company  to  comply  with any of its
covenants  hereunder),  the Related  Agreements or any  instrument  contemplated
hereby or thereby,  except, in each such case, for any such liabilities  arising
from any  indemnitee's  breach of this  Agreement,  gross  negligence or willful
misconduct.

                  (c) The  Company  hereby  indemnifies  BankBoston  against and
agrees that it will hold BankBoston harmless from any claim, demand or liability
for any broker's,  finder's or placement fees or lender's incentive fees alleged
to have been incurred in connection with the  transactions  contemplated by this
Agreement or the Related Agreements.

                  (d) The obligations of the Company under this Section 17 shall
survive  payment or  transfer  of the  Securities  and the  termination  of this
Agreement.

18.      NOTICES.

         Any notice or other  communication  in connection  with this Agreement,
any other Financing  Agreement or the Securities shall be deemed to be delivered
if in writing  (or in the form of a telex or  telecopy)  addressed  as  provided
below (a) when actually delivered,  telexed or telecopied to said address or (b)
in the case of a letter,  three  business days shall have elapsed after the same
shall have been  deposited  in the United  States  mails,  postage  prepaid  and
registered or certified:

<PAGE>

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

     if to  BankBoston,  at  100  Pearl  Street,  Hartford,  Connecticut  06103,
Attention:  Kevin  Flaherty,  Senior Vice  President,  or such other address for
notice as BankBoston  shall last have  furnished in writing to the Person giving
the notice; and
                
     If to any other holder of record of any Security,  to it at its address set
forth in the applicable register referred to in Section 14 hereof.

19.      SURVIVAL OF COVENANTS.

         All covenants,  agreements,  representations and warranties made herein
or in any other document referred to herein or delivered to BankBoston  pursuant
hereto shall be deemed to have been relied on by BankBoston, notwithstanding any
investigation  made by BankBoston or on BankBoston's  behalf,  and shall survive
the execution and delivery to BankBoston hereof and of the Securities.

20.      AMENDMENTS AND WAIVERS.

         Any term of this  Agreement  may be amended and the  observance  of any
term of this  Agreement  may be  waived  (either  generally  or in a  particular
instance  and  either  retroactively  or  prospectively)  only with the  written
consent of the Company and each holder of a Note and the Majority Holders of the
Equity Securities, respectively, with respect to any provision of this Agreement
which by its terms operates for the benefit of such respective holders. Any term
of the Note may be amended  and the  observance  of any term of the Notes may be
waived (either generally or in a particular instance and either retroactively or
prospectively)  only with the  written  consent of the Company and the holder of
such Note with respect to whom such amendment or waiver is made. Notwithstanding
the  foregoing,  (a) without the prior written  consent of each holder of Equity
Securities  with  respect  to whom such  amendment  or  waiver is made,  no such
amendment or waiver shall extend the scheduled  date of any required  repurchase
of such respective Securities held by such holder or reduce the repurchase price
payable thereon,  (b) without the written consent of the aforesaid percentage of
Securities  reduce the aforesaid  percentage of Securities  the holders of which
are  required  to consent to any such  amendment  or waiver,  or (c) without the
written  consent of the  percentage of the holders of each Security  required to
exercise the remedies  provided in Section 10.2 hereof,  increase  such required
percentage.  Any amendment or waiver effected in accordance with this Section 20
shall be  binding  upon  each  holder  of any  Security  sold  pursuant  to this
Agreement and the Company.


<PAGE>
21.      CONSENT TO JURISDICTION.

         THE COMPANY HEREBY AGREES TO SUBMIT TO THE  NON-EXCLUSIVE  JURISDICTION
OF THE COURTS IN AND OF THE STATE OF  CONNECTICUT,  AND CONSENTS THAT SERVICE OF
PROCESS  WITH  RESPECT TO ALL COURTS IN AND OF THE STATE OF  CONNECTICUT  MAY BE
MADE BY REGISTERED MAIL TO IT AT ITS ADDRESS SET FORTH ON PAGE 1 HEREOF.

22.      RIGHT TO PUBLICIZE.

         The Company hereby  acknowledges that BankBoston will have the right to
publicize  its  investment in the Company as  contemplated  hereby by means of a
tombstone advertisement or other customary advertisement in newspapers and other
periodicals.

23.      WAIVER OF JURY TRIAL.

         THE  COMPANY  HEREBY  EXPRESSLY  WAIVES ANY RIGHT IT MAY HAVE TO A JURY
TRIAL IN ANY SUIT,  ACTION OR  PROCEEDING  EXISTING  UNDER OR  RELATING  TO THIS
AGREEMENT, THE SECURITIES OR ANY OF THE OTHER FINANCING AGREEMENTS.

24.      GOVERNING LAW.

         THIS AGREEMENT AND EACH OF THE OTHER FINANCING AGREEMENTS 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 COMPANY AGREES THAT ANY
SUIT  FOR  THE  ENFORCEMENT  OF THIS  AGREEMENT  OR ANY OF THE  OTHER  FINANCING
AGREEMENTS  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  COMPANY
BY MAIL AT THE  ADDRESS  SPECIFIED  IN ss.18.  THE  COMPANY  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.


<PAGE>

25.      COMMERCIAL TRANSACTION; PREJUDGMENT REMEDY WAIVER.

         THE COMPANY REPRESENTS,  WARRANTS AND ACKNOWLEDGES THAT THE TRANSACTION
OF WHICH THIS LOAN AGREEMENT AND THE OTHER FINANCING  AGREEMENTS ARE A PART IS A
"COMMERCIAL  TRANSACTION"  WITHIN THE  MEANING OF  CHAPTER  903A OF  CONNECTICUT
GENERAL STATUTES,  AS AMENDED. THE COMPANY 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  BANKBOSTON  MAY EMPLOY TO  ENFORCE  THEIR
RIGHTS AND REMEDIES  HEREUNDER AND UNDER THE OTHER  FINANCING  AGREEMENTS.  MORE
SPECIFICALLY,  COMPANY  ACKNOWLEDGES THAT BANKBOSTON'S  AND/OR ITS ATTORNEY MAY,
PURSUANT TO CONN. GEN. STAT.  ss.52-278f,  ISSUE A WRIT FOR A PREJUDGMENT REMEDY
WITHOUT SECURING A COURT ORDER. THE COMPANY  ACKNOWLEDGES AND RESERVES ITS RIGHT
TO NOTICE AND A HEARING  SUBSEQUENT  TO THE  ISSUANCE OF A WRIT FOR  PREJUDGMENT
REMEDY AS AFORESAID AND BANKBOSTON  ACKNOWLEDGES COMPANY'S RIGHT TO SAID HEARING
SUBSEQUENT TO THE ISSUANCE OF SAID WRIT.

26.      MISCELLANEOUS.

         This Agreement and the other Financing  Agreements set forth the entire
understanding   of  the  parties   hereto  with  respect  to  the   transactions
contemplated  hereby and supersede any prior written or oral understandings with
respect  thereto.  The invalidity or  unenforceability  of any term or provision
hereof  shall not affect the  validity  or  enforceability  of any other term or
provision  hereof.  The  headings  in  this  Agreement  are for  convenience  of
reference only and shall not alter or otherwise affect the meaning hereof.  THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF  COUNTERPARTS  WHICH  TOGETHER  SHALL
CONSTITUTE  ONE  INSTRUMENT,  AND  SHALL  BIND AND INURE TO THE  BENEFIT  OF THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.


<PAGE>


         If the foregoing  corresponds  with  BankBoston's  understanding of our
agreement,  kindly sign this letter and the  accompanying  copies thereof in the
appropriate  space below and return one  counterpart of the same to the Company,
at the address first listed above.

                                                     Very truly yours,

                                                  THE J.M. NEY COMPANY



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

Accepted and agreed to:

BANKBOSTON, N.A.



By: /s/ Kevin Flaherty
    ------------------
Title: Senior Vice President