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                              WAIVER AND AMENDMENT

                                       TO

               REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

    THIS WAIVER AND AMENDMENT ("Amendment") is entered into as of August 18,
1998, by and among Batteries Batteries, Inc. ("BATS"), Tauber Electronics, Inc.
("TEI"), Advanced Fox Antenna, Inc. ("AFA"), Specific Energy Corporation
("SEC"), W.S. Battery & Sales Company, Inc. ("WSBS"), Battery Network, Inc.
("BN"), Battery Acquisition Corp. ("BAC"), Cliffco of Tampa Bay, Inc. ("CTB")
(BATS, TEI, AFA, SEC, WSBS, BN, BAC and CTB, each a "Borrower" and collectively
the "Borrowers"), IBJ Schroder Business Credit Corporation (successor to IBJ
Schroder Bank & Trust Company) ("IBJS"), each of the other financial
institutions named in the Loan Agreement or which hereafter become parties
thereto (IBJS and such financial institutions, the "Lenders") and IBJS as agent
for the Lenders (IBJS in such capacity, the "Agent").

                                   BACKGROUND

    Borrowers, Agent and Lenders are parties to a Revolving Credit, Term Loan
and Security Agreement dated as of January 7, 1997 (as amended, supplemented or
otherwise modified from time to time, the "Loan Agreement") pursuant to which
Lenders provide Borrowers with certain financial accommodations.

    Borrowers have requested that Agent and Lenders (i) waive certain Events of
Default and (ii) amend certain provisions of the Loan Agreement, and Agent and
Lenders are willing to do so on the terms and conditions hereafter set forth.

    NOW, THEREFORE, in consideration of any loan or advance or grant of credit
heretofore or hereafter made to or for the account of Borrowers by Agent and
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:

    1. Definitions. All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Loan Agreement.

    2. Amendment to Loan Agreement. Subject to satisfaction of the conditions
precedent set forth in Section 4 below, the Loan Agreement is hereby amended as
follows:

        2.1. Section 6.5 is amended in its entirety to provide as follows:

        "6.5 Net Worth. Maintain at the end of each fiscal quarter set forth
        below a Net Worth of least the amount set opposite such fiscal quarter
        end below:



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      Fiscal Quarter Ending                      Net Worth
      ---------------------                      ---------
      September 30, 1998                         $10,250,000
      December 31, 1998                          $10,500,000
      March 31, 1999                             $10,750,000
      June 30, 1999                              $11,000,000
      September 30, 1999                         $11,250,000
      December 31, 1999                          $11,500,000"

        2.2. Section 6.6 is amended in its entirety to provide as follows:

        "6.6 Intentionally Omitted."

        2.3. Section 6.7 is amended in its entirety to provide as follows:

        "6.7 Fixed Charge Coverage Ratio. Maintain as of the end of each fiscal
        period set forth below a Fixed Charge Coverage Ratio of not less than
        the ratio set opposite such fiscal period below:

      Fiscal Period                            Fixed Charge Coverage Ratio
      -------------                            ----------------------------
      July 1, 1998 - September 30, 1998               1.50 to 1.00
      July 1, 1998 - December 31, 1998                1.50 to 1.00
      July 1, 1998 - March 31, 1999                   1.50 to 1.00
      July 1, 1998 - June 30, 1999                    1.25 to 1.00
      October 1, 1998 - September 30, 1999            1.25 to 1.00
      January 1, 1999 - December 31, 1999             1.25 to 1.00"

        2.4. Section 6.8 is amended in its entirety to provide as follows:

        "6.8 EBITDA. Maintain as of the end of each fiscal period set forth
        below, EBITDA of at least the amount set opposite such fiscal period
        below:

      Fiscal Period                                     EBITDA
      -------------                                     ------
      July 1, 1998 - September 30, 1998                $  910,000 
      July 1, 1998 - December 31, 1998                 $2,180,000 
      July 1, 1998 - March 31, 1999                    $2,810,000 
      July 1, 1998 - June 30, 1999                     $3,600,000 
      October 1, 1998 - September 30, 1999             $3,740,000 
      January 1, 1999 - December 31, 1999              $3,650,000"

    3. Waiver. Subject to satisfaction of the conditions precedent set forth
in Section 4 below, Lender hereby waives the Events of Default that have
occurred as a result of Borrower's non-compliance with (a) Section 6.5 of the
Loan Agreement solely as respects the failure to maintain the minimum Net Worth
required pursuant to Sections 6.5 of the Loan Agreement for

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the fiscal quarters ending March 31, 1998 and June 30, 1998; (b) Section 6.6 of
the Loan Agreement solely as respects the failure to maintain a ratio of
Current Assets to Current Liabilities of not less than 3.0 to 1.0 for the
period ending June 30, 1998; (c) Section 6.7 of the Loan Agreement solely as
respects the failure to maintain a Fixed Charge Coverage Ratio of not less than
(i) .35 to 1.00 for the fiscal period commencing on July 1, 1997 and ending
June 30, 1998 and (ii) .75 to 1.00 for the fiscal quarter ending June 30, 1998;
(d) Section 6.8 of the Loan Agreement solely as respects the failure to
maintain an EBITDA of at least $1,450,000 for the fiscal period commencing on
July 1, 1997 and ending on June 30, 1998; and (e) Section 10.13 of the Loan
Agreement solely as respects the Change of Control arising out of the
resignation of Messrs. Haber and Teeger and four others from the Board of
Directors of BATS and the replacement thereof by two nominees of Steven Rade.

    4. Conditions of Effectiveness. This Amendment shall become effective, when
and only when (a) Lender shall have received an original copy of this Amendment
duly executed by Borrower and (b) Lender shall receive a fee in the amount of
$30,000 which may be charged to Borrowers' loan account on the effective date
of this Amendment.

    5. Representations and Warranties. Each Borrower hereby represents and
warrants as follows:

                  (a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of each Borrower and are
enforceable against each Borrower in accordance with their respective terms.

                  (b) Upon the effectiveness of this Amendment, each Borrower
hereby reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agree that all such
covenants, representations and warranties shall be deemed to have been remade
as of the effective date of this Amendment.

                  (c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment.

                  (d) No Borrower has any defense, counterclaim or offset with
respect to the Loan Agreement.

    6. Effect on the Loan Agreement.

                  (a) Upon the effectiveness of Section 2 hereof, each
reference in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be a reference to the Loan
Agreement as amended hereby.

                  (b) Except as specifically amended herein, the Loan
Agreement, and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed.

                  (c) The execution, delivery and effectiveness of this
Amendment shall not, 

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except as expressly provided in Section 3, operate as a waiver of any right,
power or remedy of Lender, nor constitute a waiver of any provision of the Loan
Agreement, or any other documents, instruments or agreements executed and/or
delivered under or in connection therewith.

    7. Governing Law. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State of
New York.

    8. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

    9. Counterparts. This Amendment may be executed by the parties hereto in
one or more counterparts, each of which shall be deemed an original and all of
which taken together shall be deemed to constitute one and the same agreement.

    IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first written above.

                                BATTERIES BATTERIES, INC.
                                TAUBER ELECTRONICS, INC.
                                ADVANCED FOX ANTENNA, INC.
                                SPECIFIC ENERGY CORPORATION
                                BATTERY NETWORK, INC.
                                W.S. BATTERY & SALES COMPANY, INC.
                                BATTERY ACQUISITION CORP.
                                CLIFFCO OF TAMPA BAY, INC.

                                By:_______________________________

                                Name: _____________________________

                                The ________ of each of the foregoing
                                Corporations

                                IBJ SCHRODER BUSINESS CREDIT 
                                CORPORATION, as Agent and as Lender

                                By:_______________________________
                                Name:_____________________________
                                Title:______________________________
 

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