<PAGE>

EXHIBIT 4(m)

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT is made as of November 21, 1996, by and
among (i) Pico Products, Inc., a New York corporation (the "Company"), (ii)
Allied Capital Corporation, Allied Investment Corporation, Allied Investment
Corporation II, Allied Capital Corporation II (collectively, "Allied") (iii)
Scimitar Development Capital Fund and Scimitar Development Capital "B" Fund
(collectively, "Scimitar"), (iv) Shipley Raidy Capital Partners, LP ("SRCP") and
(v) The Sinkler Corporation ("Sinkler").

     A.  Allied, SRCP and Sinkler are concurrently with the execution of this
Agreement acquiring either shares of the capital stock of the Company or
warrants to acquire such shares.

     B.  Scimitar holds shares of the capital stock of the Company and warrants
to acquire such shares, and Scimitar acknowledges that it will benefit from the
additional capital raised by the Company in connection with the acquisition by
each of Allied, SRCP and Sinkler of either shares of the capital stock of the
Company or warrants to acquire such shares.

     C.  In order to induce Allied, SRCP and Sinkler to acquire shares of the
capital stock of the Company or warrants to acquire such shares, as the case may
be, and in order to induce Scimitar to terminate its existing registration
rights, the Company has agreed to provide the registration rights set forth in
this Agreement.

     D.  Unless otherwise provided in this Agreement, capitalized terms used
herein shall have the meanings set forth in Section 8 of this Agreement.

     The parties hereto agree as follows:

1.   DEMAND REGISTRATIONS.

1.1. REQUESTS FOR REGISTRATION.

     Subject to the provisions of Section 3 below, any of Scimitar, Allied or
Sinkler may request at any time registration under the Securities Act of all or
part of their Registrable Securities on Form S-1 or any similar long-form
registration ("Long-Form Registrations") or on Form S-2 or S-3 or any similar
short-form registration ("Short-Form Registrations") if available.  Demand
Registrations will be Short-Form Registrations whenever the Company is permitted
to use any applicable short form.  Each request for a Demand Registration shall
specify the approximate number of Registrable Securities requested to be
registered and the anticipated per share price range for such offering.  Within
10 days after receipt of any such request, the Company shall give written notice
of such requested registration to all other holders of Registrable Securities
and shall include in such registration all Registrable Securities with respect
to which the Company has received written requests for inclusion therein within
15 days after the receipt of the Company's notice.  All registrations requested
pursuant to this Section 1.1 are referred to herein as "Demand Registrations".


                                      -1-
<PAGE>

1.2. NO LIMIT ON NUMBER OF DEMAND REGISTRATIONS.

     The holders of Registrable Securities shall not be limited to a maximum
number of Demand Registrations under this Section 1.

1.3. SHORT-FORM REGISTRATIONS.

     The holders of Registrable Securities shall be entitled to request Short-
Form Registrations, provided that either (i) the offering value of Registrable
Securities requested to be registered in any Short-Form Registration must equal
at least $500,000, or (ii) the number of Registrable Securities requested to be
registered in any Short-Form Registration must be all of the Registrable
Securities held by such holder.

1.4. LONG-FORM REGISTRATIONS.

     In the event the Company is not permitted to use any applicable short form
registration, the holders of Registrable Securities shall be entitled to request
a Long-Form Registration, provided that the aggregate offering value of the
Registrable Securities requested to be registered in any Long-Form Registration
must equal at least $2,000,000.

1.5. PRIORITY ON DEMAND REGISTRATIONS.

     The Company shall not include in any Demand Registration any securities
which are not Registrable Securities without the prior written consent of the
holders of at least 66-2/3% of the Registrable Securities included in such
registration.  If a Demand Registration is an underwritten offering and the
managing underwriters advise the Company in writing that in their opinion the
number of Registrable Securities and, if permitted hereunder, other securities
requested to be included in such offering exceeds the number of Registrable
Securities and other securities, if any, which can be sold therein without
adversely affecting the marketability of the offering, the Company shall include
in such registration (i) first, the Registrable Securities requested to be
included which in the opinion of such underwriters can be sold without adversely
affecting the marketability of the offering, pro rata among the respective
holders thereof on the basis of the amount of Registrable Securities requested
to be registered by each such holder and (ii) second, other securities requested
to be included in such registration pro rata among the holders thereof.

1.6. RESTRICTIONS ON DEMAND REGISTRATIONS.

     The Company shall not be obligated to effect any Demand Registration within
twelve months after the effective date of a previous Demand Registration or a
registration in which the holders of Registrable Securities were given piggyback
rights pursuant to Section 2 below and in which there was no reduction in the
number of Registrable Securities requested to be included.  The Company may
postpone for up to six months the filing or the effectiveness of a registration
statement for a Demand Registration if the Company and the holders of at least
66-2/3% of the Registrable Securities agree that such Demand Registration would
reasonably be expected to have an adverse effect on any proposal or plan by the
Company or any of its subsidiaries to engage in any acquisition of assets (other
than in the ordinary course of business) or any merger, consolidation, tender
offer or similar transaction.


                                      -2-
<PAGE>

1.7. SELECTION OF UNDERWRITERS.

     The holders of a majority of the Registrable Securities included in any
Demand Registration shall have the right to select the investment banker(s) and
manager(s) to administer the offering, subject to the Company's approval which
shall not be unreasonably withheld.

1.8. OTHER REGISTRATION RIGHTS.

     The Company shall not grant to any Persons the right to request the Company
to register any equity securities of the Company, or any securities convertible
or exchangeable into or exercisable for such securities, which rights have
priority over, or are equivalent to, the rights of the holders of Registrable
Securities under this Agreement without the prior written approval of the
holders of at least 66-2/3% of the Registrable Securities.  Other than the
registration rights contemplated herein and the registration rights granted to
City National Bank pursuant to the terms of a Warrant dated as of February 10,
1993 (the "City National Warrant"), no registration rights have been granted by
the Company.  The rights granted herein are subject to the rights granted to
City National Bank under the City National Warrant.

2.   PIGGYBACK REGISTRATIONS.

2.1. RIGHT TO PIGGYBACK.

     Whenever the Company proposes to register any of its securities under the
Securities Act (other than pursuant to a Demand Registration) and the
registration form to be used may be used for the registration of Registrable
Securities (a "Piggyback Registration"), the Company shall give prompt written
notice to all holders of Registrable Securities of its intention to effect such
a registration and shall include in such registration all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein within 15 days after the receipt of the Company's notice.  Subject to
the provisions of Section 2.2 below, the Company shall also be entitled to
include in such registration any other securities requested to be included in
such registration.

2.2. PRIORITY ON PRIMARY REGISTRATIONS.

     If a Piggyback Registration is an underwritten primary registration on
behalf of the Company, and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in such offering
without adversely affecting the marketability of the offering, the Company shall
include in such registration (i) first, the securities the Company proposes to
sell, (ii) second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares requested to be registered by each such holder,
and (iii) third, other securities requested to be included in such registration.

2.3. PRIORITY ON SECONDARY REGISTRATIONS.

     If a Piggyback Registration is an underwritten secondary registration on
behalf of holders of the Company's securities, and the managing underwriters
advise the Company in writing that in their opinion the


                                      -3-
<PAGE>


number of securities requested to be included in such registration exceeds the
number which can be sold in such offering without adversely affecting the
marketability of the offering, the Company shall include in such registration
(i) first, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares requested to be registered by each such holder,
and (ii) second, other securities requested to be included in such registration.

3.   REGISTRATION PROCEDURES.

3.1. COMPANY OBLIGATIONS.

     Whenever the holders of Registrable Securities have requested that any
Registrable Securities be registered pursuant to this Agreement, the Company
shall use its best efforts to effect the registration and the sale of such
Registrable Securities under the Securities Act, and pursuant thereto the
Company shall as expeditiously as possible:

          (i)  prepare and file with the Securities and Exchange Commission a
registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective (provided
that before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company shall furnish to the counsel selected by the
holders of a majority of the Registrable Securities covered by such registration
statement copies of all such documents proposed to be filed);

          (ii) prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective for a period of not less than six months, or such shorter
period during which all Registrable Securities requested to be registered have
been sold, and comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;

         (iii) furnish to each seller of Registrable Securities such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;

          (iv) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
the managing underwriter reasonably requests and do any and all other acts and
things which may be reasonably necessary or advisable to enable such seller to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such seller (provided that the Company shall not be required to (a)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subsection, (b) subject itself to
taxation in any such jurisdiction or (c) consent to general service of process
in any such jurisdiction);

          (v)  notify each seller of such Registrable Securities, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits any fact necessary to make the statements therein
not misleading, and, at the request of any such seller, the


                                      -4-
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Company shall prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading;

          (vi) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and, if not so listed, to be listed on the NASDAQ national market system;

         (vii) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;

        (viii) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including, without limitation, effecting a stock split
or a combination of shares);

          (ix) make available for inspection by any seller of Registrable
Securities, any underwriter participating in such registration statement and any
attorney, accountant or other agent retained by any such seller or underwriter,
all financial and other records, pertinent corporate documents and properties of
the Company, and cause the Company's officers, directors, employees and
independent accountants to supply all information reasonably requested by any
such seller, underwriter, attorney, accountant or agent in connection with such
registration statement;

          (x)  otherwise use its best efforts to comply with all applicable
rules and regulations of the Securities and Exchange Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months beginning with
the first day of the Company's first full calendar quarter after the effective
date of the registration statement;

          (xi) permit any holder of Registrable Securities which holder, in its
sole and exclusive judgment, might be deemed to be an underwriter or a
controlling person of the Company, to participate in the preparation of such
registration or comparable statement and to require the insertion therein of
material, furnished to the Company in writing, which in the reasonable judgment
of such holder and its counsel should be included;

         (xii) obtain a cold comfort letter from the Company's independent
public accountants in customary form covering such matters of the type
customarily covered by such cold comfort letters addressed to the sellers of
Registrable Securities; and

        (xiii) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any common stock included in such registration statement for sale in any
jurisdiction, the Company shall use its reasonable best efforts promptly to
obtain the withdrawal of such order.


                                      -5-
<PAGE>

3.2. CONTROLLING STOCKHOLDERS RIGHTS.

     If any such registration statement refers to any holder by name or
otherwise as the holder of any securities of the Company and if in its sole and
exclusive judgment, such holder is or might be deemed to be a controlling person
of the Company, such holder shall have the right to require (i) the insertion
therein of language, in form and substance satisfactory to such holder and
presented to the Company in writing, to the effect that the holding by such
holder of such securities is not to be construed as a recommendation by such
holder of the investment quality of the Company's securities covered thereby and
that such holding does not imply that such holder shall assist in meeting any
future financial requirements of the Company, or (ii) in the event that such
reference to such holder by name or otherwise is not required by the Securities
Act or any similar Federal statute then in force, the deletion of the reference
to such holder; provided that with respect to this clause (ii) such holder shall
furnish to the Company an opinion of counsel to such effect, which opinion and
counsel shall be reasonably satisfactory to the Company.

4.   REGISTRATION EXPENSES.

4.1. COMPANY EXPENSES.

     All expenses incident to the Company's performance of or compliance with
this Agreement, including without limitation all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws, printing
expenses, messenger and delivery expenses, and fees and disbursements of counsel
for the Company and all independent certified public accountants, underwriters
(excluding discounts and commissions) and other Persons retained by the Company
(all such expenses being herein called "Registration Expenses"), shall be borne
by the Company.  The Company shall also pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance and the expenses and
fees for listing the securities to be registered on each securities exchange on
which similar securities issued by the Company are then listed or on the NASDAQ
national market system.

4.2. COUNSEL FEES.

     In connection with each Demand Registration and each Piggyback
Registration, the Company shall reimburse the holders of Registrable Securities
covered by such registration for the reasonable fees and disbursements of
counsel chosen by the holders of Registrable Securities participating in such
registration subject to the following:

          (i) Allied shall be entitled to reimbursement (A) in an amount not to
exceed $20,000 with respect to any Piggyback Registration, (B) in an amount
equal to 50% of its legal fees with respect to any Long Form Registration, and
(C) in an amount equal to 100% of its legal fees with respect to any Short Form
Registration;

          (ii) Sinkler shall be entitled to reimbursement (A) in an amount not
to exceed $10,000 with respect to any Demand Registration, and (B) in an amount
not to exceed $2,500 with respect to any Piggyback Registration; and


                                      -6-
<PAGE>

          (iii) Scimitar shall be entitled to reimbursement (A) in an amount not
to exceed $10,000 with respect to any Demand Registration, and (B) in an amount
not to exceed $2,500 with respect to any Piggyback Registration.

     Notwithstanding the foregoing, the Company shall not be required to pay for
any expenses of any registration if such registration is subsequently withdrawn
at any time at the request of the holders of 66-2/3% of the Registrable
Securities to be registered (in which case all participant holders shall bear
such expenses on a pro rata basis).

4.3. UNDERWRITING DISCOUNTS AND COMMISSIONS.

     Each holder of Registrable Securities participating in any registration
shall bear its proportionate share (in relation to the number of shares included
in such registered offering as compared to the number of Registrable Securities
of such holder included in such registered offering) of all underwriting
discounts and commissions.

5.   INDEMNIFICATION.

5.1. COMPANY INDEMNIFICATION.

     The Company agrees to indemnify, to the extent permitted by law, each
holder of Registrable Securities, its officers and directors and each Person who
controls such holder (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses caused by any untrue or
alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by such holder expressly for use
therein or by such holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Company has furnished such holder with a sufficient number of copies of the
same.  In connection with any underwritten offering, the Company shall indemnify
such underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the holders of
Registrable Securities.

5.2. HOLDER INDEMNIFICATION.

     In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material
fact contained in the registration statement, prospectus or preliminary
prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is contained in any


                                      -7-
<PAGE>

information or affidavit so furnished in writing by such holder; provided that
the obligation to indemnify shall be individual to each holder and shall be
limited to the net amount of proceeds received by such holder from the sale of
Registrable Securities pursuant to such registration statement.

5.3. INDEMNIFICATION PROCEDURES.

     Any Person entitled to indemnification under this Section 6 shall (i) give
prompt written notice to the indemnifying party of any claim with respect to
which such Person seeks indemnification and (ii) unless in such indemnified
party's reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party.  If such defense is assumed, the
indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be
unreasonably withheld).  An indemnifying party who is not entitled to, or elects
not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.

5.4. SURVIVAL AND CONTRIBUTION.

     The indemnification provided for under this Section 6 shall remain in full
force and effect regardless of any investigation made by or on behalf of the
indemnified party or any officer, director or controlling Person of such
indemnified party and shall survive the transfer of securities.  The Company
also agrees to make such provisions, as are reasonably requested by any
indemnified party, for contribution to such party in the event the Company's
indemnification is unavailable for any reason.

6.   PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

     No Person may participate in any registration hereunder which is
underwritten unless such Person (i) agrees to sell such Person's securities on
the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

7.   RULE 144 COVENANTS.

     The Company agrees to:

          (i)  make and keep public information available, as those terms are
understood and defined in Rule 144;

          (ii) use its best efforts to file with the Securities and Exchange
Commission in a timely manner all reports and other documents required of the
Company to be filed under the Securities Exchange Act; and


                                      -8-
<PAGE>

         (iii) furnish to any holder of Registrable Securities, upon request, a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144, and of the Securities Act and the Securities Exchange
Act, a copy of the most recent annual or quarterly report of the Company, and
such other reports and documents of the Company as such holder may reasonably
request to avail itself of any similar rule or regulation of the Securities and
Exchange Commission allowing it to sell any such securities without
registration.

8.   DEFINITIONS.

     "Common Stock" means the Company's common stock, par value $.01 per share.

     "Investors" means, collectively, Allied, Scimitar, Sinkler and SRCP.

     "Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization
and a governmental entity or any department, agency, or political subdivision
thereof.

     "Registrable Securities" means (i) any shares of Common Stock issued to the
Investors, (ii) any shares of Common Stock issuable or issued upon the exercise
of any warrants issued to the Investors, (iii) any Common Stock issued or
issuable with respect to the securities referred to in clauses (i) through (ii)
by way of a stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization, and
(iv) any other shares of Common Stock held by Persons holding securities
described in clauses (i) to (iii), inclusive, above.

          As to any particular Registrable Securities, such securities shall
cease to be Registrable Securities:

     (i) when they have been distributed to the public pursuant to an offering
registered under the Securities Act or sold to the public through a broker,
dealer or market maker in compliance with Rule 144 under the Securities Act (or
any similar rule then in force), or

     (ii) upon the earlier of (A) that date (the "Expiration Date") which is
three years and six months following the date when the holder thereof may sell
such securities free from any restrictions under Rule 144 or otherwise (the
"Unrestricted Date"), and (B) the completion of a Demand Registration by Allied
at any time after the Unrestricted Date (with respect to securities held by
Allied, SRCP and Sinkler), and the completion of a Demand Registration by
Scimitar at any time after the Unrestricted Date (with respect to securities
held by Scimitar).

          For purposes of this Agreement, a Person shall be deemed to be a
holder of Registrable Securities whenever such Person has the right to acquire
directly or indirectly such Registrable Securities (upon conversion or exercise,
in connection with a transfer of securities or otherwise, but disregarding any
restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected.  Notwithstanding the foregoing,
prior to effectiveness of any registration of any Registrable Securities in any
registered offering, the holder thereof, if requested or required by the
managing underwriter shall exercise all conversion rights or rights under
warrants so that the Registrable Securities included in such offering include
only shares of Common Stock.


                                      -9-
<PAGE>

     "Rule 144" means Rule 144 promulgated by the Securities and Exchange
Commission under the Securities Act as such rule may be amended from time to
time, or any similar rule then in force.

     "Securities Act" means the Securities Act of 1933, as amended, or any
similar federal law then in force.

     "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar federal law then in force.

     "Securities and Exchange Commission" means the United States Securities and
Exchange Commission or any governmental body or agency succeeding to the
functions thereof.

9.   MISCELLANEOUS.


9.1. NO INCONSISTENT AGREEMENTS.

          The Company shall not hereafter enter into any agreement with respect
to its securities which is inconsistent with or violates the rights granted to
the holders of Registrable Securities in this Agreement.

9.2. ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES.

          The Company shall not take any action, or permit any change to occur,
with respect to its securities which would materially and adversely affect the
ability of the holders of Registrable Securities to include such Registrable
Securities in a registration undertaken pursuant to this Agreement or which
would materially and adversely affect the marketability of such Registrable
Securities in any such registration (including, without limitation, effecting a
stock split or a combination of shares).

9.3. REMEDIES.

         Any Person having rights under any provision of this Agreement shall be
entitled to enforce such rights specifically to recover damages caused by reason
of any breach of any provision of this Agreement and to exercise all other
rights granted by law.  The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction (without posting any bond or other
security) for specific performance and for other injunctive relief in order to
enforce or prevent violation of the provisions of this Agreement.

9.4. AMENDMENTS AND WAIVERS.

         Except as otherwise provided herein, the provisions of this Agreement
may be amended or waived only upon the prior written consent of the Company and
holders of at least 75% of the Registrable Securities.


                                      -10-
<PAGE>

9.5.  SUCCESSORS AND ASSIGNS.

         All covenants  and agreements in this Agreement by or on behalf of any
of the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not.  In
addition, whether or not any express assignment has been made, the provisions of
this Agreement which are for the benefit of purchasers or holders of Registrable
Securities are also for the benefit of, and enforceable by, any subsequent
holder of Registrable Securities.

9.6.  SEVERABILITY.

         Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.

9.7.  COUNTERPARTS.

         This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same Agreement.

9.8.  DESCRIPTIVE HEADINGS.

         The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.

9.9.  GOVERNING LAW.

      The corporate law of New York shall govern all issues concerning the
relative rights of the Company and its stockholders and all other questions
concerning the construction, validity and interpretation of this Agreement.

9.10. NOTICES.

          All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and
shall be deemed to have been given when delivered personally to the recipient,
sent to the recipient by reputable express courier service (charges prepaid) or
mailed to the recipient by certified or registered mail, return receipt
requested and postage prepaid.  Such notices, demands and other communications
shall be sent to the parties at the address indicated below:

COMPANY:       MR. EVERETT KEECH,                        FAX:  (610) 825-6255
               CHIEF EXECUTIVE OFFICER
               PICO PRODUCTS, INC.
               ONE TOWER BRIDGE, SUITE 501
               WEST CONSHOHOCKEN, PA  19428


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<PAGE>

WITH A COPY TO:     SPENCER W. FRANCK, JR.               FAX:    (215) 972-7725
                    SAUL, EWING, REMICK & SAUL
                    3000 CENTRE SQUARE WEST
                    PHILADELPHIA, PA  19102

SRCP:               SHIPLEY RAIDY CAPITAL PARTNERS, LP   FAX:    (610) 828-4131
                    MR. SAMUEL R. SHIPLEY
                    ONE TOWER BRIDGE, SUITE 1370
                    WEST CONSHOHOCKEN, PA  19428

ALLIED:             MR. CARR T. PRESTON                  FAX:    (202) 659-2053
                    VICE PRESIDENT
                    ALLIED CAPITAL CORPORATION
                    1666 K STREET, N.W.
                    SUITE 901
                    WASHINGTON, D.C.  20006

WITH A COPY TO:     ANTHONY H. RICKERT                   FAX:    (202) 223-2085
                    PIPER & MARBURY L.L.P
                    1200 NINETEENTH STREET, N.W.
                    WASHINGTON, D.C.  20036-2430

SCIMITAR:           MR. PETER J. DALE                    FAX:011-44-171-629-4623
                    COMPASS INVESTMENT MANAGEMENT
                     LIMITED
                    17-18 DOVER STREET
                    LONDON W1X 4DQ, ENGLAND

WITH A COPY TO:     ANDREW J. BECK                       FAX:    (212) 682-0200
                    HAYTHE & CURLEY
                    237 PARK AVENUE
                    NEW YORK, NEW YORK 10017

SINKLER:            C/O HOWARD H. LEWIS                  FAX:    (215) 772-7620
                    MONTGOMERY, MCCRACKEN,
                    WALKER & RHOADS
                    123 S. BROAD STREET
                    PHILADELPHIA, PA 19103

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

9.11.     ENTIRE AGREEMENT; TERMINATION OF PRIOR RIGHTS.

     This Agreement terminates, restates and supersedes in their entirety all
rights of Scimitar with respect to the registration of, or conduct of an
offering with respect to, any securities of the Company including but not
limited to all such rights arising under Section VIII of that certain Investment
Agreement by and among the Company and Scimitar dated February 10, 1993.


                                      -12-
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


ATTEST:                                 "COMPANY":

                                        PICO PRODUCTS, INC.
                                        a New York corporation



By:   /s/ Joseph T. Kingsley            By:   /s/ Everett Keech       
    -------------------------------         ----------------------------(SEAL)
      Joseph T. Kingsley,                     Chief Executive
       Assistant Secretary                     Everett Keech, Officer


                                        "ALLIED":

                                        ALLIED CAPITAL CORPORATION,
                                        a Maryland corporation



By:   /s/ Tricia Daniels                By:   /s/ Carr T. Preston     
    -------------------------------         ----------------------------(SEAL)
       Tricia Daniels,                       Carr T. Preston,
        Under Power of Attorney               Senior Vice President

                                        ALLIED INVESTMENT CORPORATION,
                                        a Maryland corporation


By:   /s/ Tricia Daniels                By:   /s/ Carr T. Preston     
    -------------------------------         ----------------------------(SEAL)
       Tricia Daniels,                       Carr T. Preston,
          Under Power of Attorney             Senior Vice President


                                        ALLIED INVESTMENT CORPORATION II,
                                        a Maryland corporation



By:   /s/ Tricia Daniels                By:   /s/ Carr T. Preston     
    -------------------------------         ----------------------------(SEAL)
       Tricia Daniels,                       Carr T. Preston,
        Under Power of Attorney               Senior Vice President




                                      -13-
<PAGE>

                                        ALLIED CAPITAL CORPORATION II,
                                        a Maryland corporation


By:   /s/ Tricia Daniels                By:   /s/ Carr T. Preston      
    -------------------------------         ------------------------------(SEAL)
       Tricia Daniels,                       Carr T. Preston,
        Under Power of Attorney               Senior Vice President


                                        "SCIMITAR":

                                        SCIMITAR DEVELOPMENT CAPITAL FUND,
                                        a Bermuda Trust


By:   /s/ Timothy W. Hewlett            By:   /s/ Judith A. Scott     
    -------------------------------         ------------------------------(SEAL)
       Timothy W. Hewlett,                         Name: Judith A. Scott
        Executive Officer                               -----------------------
                                                   Title:  Authorised Signatory
                                                         ----------------------

                                        SCIMITAR DEVELOPMENT CAPITAL "B"
                                        FUND,
                                        a Jersey Trust


By:   /s/ Timothy W. Hewlett            By:   /s/ Judith A. Scott     
    -------------------------------         ------------------------------(SEAL)
       Timothy W. Hewlett,                         Name: Judith A. Scott
        Executive Officer                               -----------------------
                                                   Title:  Authorised Signatory
                                                         ----------------------

                                        "SRCP":

                                        SHIPLEY RAIDY CAPITAL PARTNERS,


By:                                     By:   /s/ Samuel R. Shipley   
    -------------------------------         ----------------------------(SEAL)
                                               Samuel R. Shipley
                                        Title: Managing Director and
                                               Partner
                                               -------------------------

                                      -14-
<PAGE>

                                        "SINKLER":

                                        THE SINKLER CORPORATION,


By:                                     By:   /s/ Howard H. Lewis 
    -------------------------------         ----------------------------(SEAL)
                                            Howard H. Lewis
                                        Title:  Vice President
                                               ----------------------------


                                      -15-