THIRD AMENDMENT TO LOAN AND FINANCING AGREEMENT

     This Third  Amendment  to Loan and  Financing  Agreement  ("Amendment")  is
entered into on this 27 day of April, 1995, by and among Michigan National Bank,
a national  banking  association  with offices  located at 27777  Inkster  Road,
Farmington  Hills,  Michigan  48333  ("Bank"),  Century Supply Corp., a Michigan
corporation with offices located at 31691 Dequindre Avenue,  Madison Heights, MI
48071-1522  ("Borrower")  and  Richton  International  Corporation,  a  Delaware
corporation with offices located at 340 Main Street,  Madison,  New Jersey 07940
("Guarantor").

                                    RECITALS

     A. On October 27,  1993,  Bank and Borrower  executed a Loan and  Financing
Agreement  (as  amended  from  time to time  hereafter,  the  "Loan  Agreement")
pursuant to which Bank extended certain financing to Borrower;

     B. The Loan  Agreement  has been amended  pursuant to a First  Amendment to
Financing  Agreement dated March 21, 1994 and a letter  agreement dated June 23,
1994;

     C.  Borrower has  requested  that Bank modify the Loan  Agreement to extend
additional financing and modify certain terms and conditions and Bank is willing
to do so, subject to the terms and conditions contained in this Amendment;

     NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the parties agree as follows:

     1.  Capitalized  terms not defined in this Amendment shall have the meaning
given to them in the Loan Agreement.

     2. Section 1.6 of the Loan  Agreement is amended to read in its entirety as
follows:

     1.6 "Borrowing Base" means and includes an amount equal to the aggregate of
     Eighty  percent  (80%) of the Security  Value of Eligible  Accounts plus an
     amount  equal to (x) an  amount  equal to 50% of  Eligible  Inventory  from
     February  1 of each year  until  August 31 of each  year,  but in an amount
     which  shall not exceed  Four  Million  Five  Hundred  Thousand  and 00/100
     ($4,500,000) or (y) an amount equal to 25% of Eligible Inventory during the
     period from September 1 of each year until January 31 of each year.

     3. The Loan  Agreement  is  amended  to add the  following  definitions  as
Sections 1.8.A and 1.8.B.:

     1.8.A. "CBE" means CBE Acquisition Corporation, a Delaware corporation.


                                       1
<PAGE>

     1.8.B. "CBE Acquisition"  means the acquisition by CBE of all of the assets
     and  the   assumption  by  CBE  of  certain  of  the   liabilities  of  CBE
     Technologies, Inc., a Massachusetts corporation.

     4. Section 1.9 of the Loan  Agreement is amended to read in its entirety as
follows:

     1.9  "Collateral"  means and  includes  all  goods,  Equipment,  Inventory,
     Accounts  Receivable,  contract  rights,  general  intangibles,   fixtures,
     chattel  paper,   instruments   and/or  documents   whether  now  owned  or
     hereinafter  acquired by  Borrower,  wheresoever  located and the  proceeds
     and/or products thereof, including all returns and/or repossessions thereof
     and all personal  property  which is now, or may hereafter  come within the
     control  and/or  possession  of Bank.  Collateral  shall also  specifically
     include (i) all of the issued and outstanding capital stock of CBE and (ii)
     an assignment of key man life  insurance on Wayne Miller,  in an amount not
     less  than  One  Million   Five  Hundred   Thousand   and  00/100   Dollars
     ($1,500,000.00).

     5.  Section  1.12(a)(ii)  of the Loan  Agreement  is amended to read in its
entirety as follows:

     (ii) with  regard to any  Accounts  Receivable  which by its terms does not
     become due and payable until after the 10th day of the month next following
     the month in which such  Accounts  Receivable  shall  arise but which shall
     become due and  payable  before  Sixty (60) days after such date,  all such
     Accounts  Receivable in the aggregate at any one time outstanding in excess
     of Three Million Dollars and 00/100 ($3,000,000.00).

     6. Section 1.21 of the Loan Agreement is hereby deleted.

     7. Section 1.33 of the Loan Agreement is amended to read in its entirety as
follows:

     1.33.  "Subordinated   Indebtedness"  means  and  refers  to  that  certain
     indebtedness  owing by Borrower to those  holders set forth on the Schedule
     of  Subordinated  Indebtedness  attached  to,  made a part  of and  labeled
     Exhibit 1.33 to the Third Amendment to Loan Agreement, the payment of which
     is subordinated in time and right of payment to the  Indebtedness  pursuant
     to the  Subordination  Agreements,  as defined in Section  1.34 of the Loan
     Agreement.

     8. Section 2 of the Loan  Agreement is deleted in its entirety and replaced
with the following Section 2:

     "2.1 Bank does loan to Borrower and Borrower  does borrow from Bank the sum
     of Four Million Eight Hundred Thousand and 00/100


                                       2
<PAGE>


     Dollars  ($4,800,000.00)  (hereinafter referred to as the "Term Loan"). The
     proceeds  of the Term Loan  shall be used  solely  for the  purpose  of (i)
     providing  Borrower  with  the  funds  required  to pay and  refinance  the
     Indebtedness evidenced by that term note dated October 27, 1993 pursuant to
     which Borrower borrowed Three Million and 00/100 Dollars from Bank and (ii)
     providing Borrower with funds to finance the CBE Acquisition.

     2.2 Borrower promises and agrees to repay the Term Loan, with interest,  in
     accordance  with the terms and  conditions  hereof and with the  Promissory
     Note  (hereinafter  referred to as the "Term Note") executed by Borrower on
     April _, 1995,  and any  extensions  or renewals,  which Term Note shall be
     payable  with  interest at the main office of the Bank as follows:  

          (a) the  principal  shall be repaid in quarterly  installments  of not
          less than Two Hundred Thousand and 00/100 Dollars  ($200,000.00) each,
          which sums do not include  interest,  commencing  on June 30, 1995 and
          continuing  on each  September  30,  December 31, March 31 and June 30
          thereafter,  until April _, 1998,  at which time the then  outstanding
          principal  balance  shall  become due and  payable,  in its  entirety.
          Installments of principal as provided above have been calculated based
          upon an amount  necessary to amortize the entire debt evidenced  under
          the Term Note, without interest,  over a six (6) year period. Borrower
          acknowledges that the above described  amortization  shall result in a
          balloon  payment due upon  maturity of the Term Note.  

          (b) Interest on the Term Note shall be paid on each June 30, September
          30,  December  31 and March 31 during the term of the Term Note at the
          per annum rate equal to Michigan National Bank Prime Rate, as declared
          from  time to time,  computed  on the  basis of a 360 day year for the
          actual  number of days  elapsed in a month,  until  April _, 1998,  at
          which time all accrued and unpaid interest shall be due and payable in
          its entirety.  After maturity  (whether by acceleration or otherwise),
          interest  shall be at the per annum  rate of Two  percent in excess of
          the foregoing  rate. 

          (c) All payments received  hereunder on the Term Note shall be applied
          first to the payment of interest  and,  thereafter,  to the payment of
          principal.  

     2.3 Bank may, at its option, charge Borrower's account(s) maintained at the
     Bank with the amount of any installment of principal and/or interest at any
     time on or after the date such installment becomes due.


                                       3
<PAGE>


     2.4 Borrower shall have the right to prepay,  without  penalty,  all or any
     part of the Term Loan; provided,  however, that all accrued interest on the
     principal outstanding balance of the Term Loan shall be paid simultaneously
     with such prepayment,  and that all principal  prepayments shall be applied
     to the  principal  installments  hereunder  in the  inverse  order of their
     maturity.

     2.5 In  consideration  of Bank's  agreement  to extend the Term Loan to the
     Borrower,  Borrower  agrees  to pay Bank,  in  addition  to all other  sums
     payable  pursuant to the Term Loan,  the sum of Seven Thousand Five Hundred
     and 00/100 Dollars ($7,500.00) as a commitment fee."

     9. Section 3.1 of the Loan  Agreement is amended to read in its entirety as
follows:

     "3.1 Provided that no Event of Default exists under this Loan and Financing
     Agreement and provided  that no event has occurred and is continuing  which
     with the  passage of time would cause an Event of Default  hereunder,  Bank
     shall make loans to Borrower from time to time, but in no event after April
     _, 1996, in an aggregate  principal  amount up to, but not exceeding at any
     one time,  the lesser of the Borrowing  Base or the sum of Fifteen  Million
     and 00/100  Dollars  ($15,000,000.00)  (hereinafter  referred to as "Credit
     Loan"). The proceeds of the Credit Loan shall be used solely for Borrower's
     general working capital purposes."

     10.  Section  3.2(b) of the Loan Agreement is hereby amended to read in its
entirety as follows:

     "(b)  Interest  on said Credit  Loan shall be payable  monthly,  at the per
     annum rate equal to the Michigan National Bank Prime Rate, as declared from
     time to time, computed on the basis of a 360 day year for the actual number
     of days elapsed in a month.  After  maturity  (whether by  acceleration  or
     otherwise),  interest  shall be at the per  annum  rate of Two  percent  in
     excess of the foregoing rate."

     11. Section 5.3 of the Loan Agreement is hereby amended to read as follows:

     "5.3 Except for CBE and Century Supply Corp. of Canada, Ltd., Borrower does
     not own or have an interest in any subsidiary  corporations,  partnerships,
     joint ventures or other business organizations."

     12. The Loan Agreement is amended to add the following 6.8.A:


                                       4
<PAGE>



     "6.8.A.  Furnish to Bank,  a copy of  Richton's  Form 10-K  Annual  Reports
     within ten (10) days after filing the same with the Securities and Exchange
     Commission."

     13.  Section  7.2 of the Loan  Agreement  is amended  to add the  following
sentence as the last sentence of said Section:

     "For the purposes of the limitation  contained in this Section 7.2, the CBE
     Acquisition shall be deemed to be a permitted Investment."

     14.  Section  7.7 of the Loan  Agreement  is amended  to add the  following
sentence as the last sentence of said Section:

     "If Borrower's  net income  exceeds One Million Eight Hundred  Thousand and
     00/ 100 Dollars ($1,800,000) for the year ended December 31, 1995, then the
     amount  of  Permitted  Distributions  shall  be  increased  to Six  Hundred
     Thousand and 00/100 Dollars ($600,000.00)."

     15. Clause (ii) in Section 7.9 of the Loan  Agreement is amended to read as
follows:

     "(ii) the sum of Four  Hundred  Thousand  and 00/100 in any  calendar  year
     thereafter"

     16. Sections 7.21, 7.23, 7.24 and 7.26 of the Loan Agreement are deleted.

     17.  Section 7.22 of the Loan  Agreement is amended to read in its entirety
as follows:

     "7.22 Suffer of permit the ratio of its total liabilities, current and long
     term, less  Subordinated  Debt, to its Tangible Net Worth plus Subordinated
     Debt,  greater than the  following  ratios as of December 31 of each of the
     following fiscal periods:

          (i) for the fiscal year ending December 31, 1994, 2.0:1;

          (ii) for the fiscal year ending December 31, 1995, 3.75:1;

          (iii) for the fiscal year ending December 31, 1996, 3.0:1.

     As used  herein,  the term  "Tangible  Net Worth" shall have its meaning in
     accordance  with  generally  accepted  accounting   principles;   provided,
     however, there shall be excluded from the computation of Tangible Net Worth
     all  intangible  assets in the  nature of good will,  patents,  copyrights,
     secret processes and other such intangible items as Bank may determine; and


                                       5
<PAGE>


     further  provided,  Bank may exclude from or reduce the valuation of assets
     comprising Tangible Net Worth those Accounts and/or Accounts Receivable and
     items or amounts of  Inventory,  Equipment  and other  properties  which it
     deems should be written off or reduced to more  accurately  reflect the net
     worth of Borrower."

     18. Section 7.25 is amended to read in its entirety as follows:

     "7.25 Suffer or permit its "Tangible Net Worth plus  Subordinated  Debt" to
     be reduced  below the  following  amounts as of  December 31 of each of the
     following fiscal periods:

          (i) for the fiscal year ending  December 31,  1994,  not less than Two
          Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00);

          (ii) for the fiscal year ending December 31, 1995, not less than Three
          Million and 00/100 Dollars ($3,000,000.00);

          (iii) for the fiscal  years ending  December 31, 1996 and  thereafter,
          not less than Four Million and 00/100 Dollars ($4,000,000.00).

     As used herein,  the term Tangible Net Worth shall have the meaning defined
     in Section 7.22."

     19. By executing this  Amendment,  Borrower is expressly  reconfirming  the
truthfulness of all  representations,  warranties and covenants contained in the
Loan Agreement as of the date of this Amendment. Borrower further certifies that
it has no  knowledge,  after due  inquiry,  of any Event of default or act which
with the passage of time,  delivery of notice or both, would constitute an Event
of Default hereunder. Borrower agrees to provide Bank with corporate resolutions
authorizing  the  execution  and delivery of this  Amendment  and the  documents
executed  in  conjunction   with  the  Amendment  and  the  performance  of  its
obligations to Bank.

     20. Guarantor consents to the modifications contained in this Amendment and
expressly  acknowledges  that the  Guaranty  remains in full  force and  effect.
Guarantor  agrees to provide Bank with  corporate  resolutions  authorizing  the
execution  and  delivery  of  this  Amendment  and  the  documents  executed  in
conjunction with the Amendment and the performance of its obligations to Bank.

     21.  Except as  expressly  modified  by this  Amendment,  all of the terms,
conditions and provisions  contained in the Loan Agreement  remain in full force
and effect.


                                       6
<PAGE>


     22. This Amendment is governed by and construed in accordance with the laws
of the State of Michigan,  without  reference to choice of law provisions.  This
Amendment  may only be  modified  by a written  agreement  signed by all parties
hereto.

     IN WITNESS  WHEREOF,  this Third Amendment to Loan and Financing  Agreement
has been duly executed and delivered as of the date first above written.

                                             MICHIGAN  NATIONAL BANK, a national
                                             banking association

                                             /s/ Joseph M. Redoutey
                                             -----------------------------------
                                             By: Joseph M. Redoutey

                                             Its: Second Vice President



                                             Century  Supply  Corp.,  a Michigan
                                             corporation

                                             /s/ Wayne R. Miller
                                             -----------------------------------
                                             By: Wayne R. Miller

                                             Its: President



                                             Richton International  Corporation,
                                             a Delaware corporation

                                             /s/ Cornelius F. Griffin
                                             -----------------------------------
                                             By: Cornelius F. Griffin

                                             Its: Vice President - Finance


                                       7