BUSINESS LOAN AGREEMENT

     The undersigned RICHTON INTERNATIONAL  CORPORATION, a Delaware corporation,
with its chief executive offices located at 340 Main Street, Madison, New Jersey
07940 (the  "Borrower"),  has requested from MICHIGAN  NATIONAL BANK, a national
banking association,  of 27777 Inkster Road [10-36],  Farmington Hills, Michigan
48333-9065  (the "Bank"),  and the Bank agrees to make, or has made, the loan(s)
described  below (the  "Loans")  under the terms and  conditions  stated in this
Business Loan Agreement ("Agreement").

     I. LOANS.

     The  following   Loans  and  any   amendments,   extensions,   renewals  or
     refinancings thereof are subject to this Agreement:

     TYPE OF LOAN                     LOAN AMOUNT                     LOAN DATE

     Term Loan                        $5,000,000.00                    03/4/1998

Purpose of Loans listed above:

     Payoff  existing  Term Loan given  originally to Century  Supply  Corp.,  a
     Michigan  corporation  ("Century"),  for the  benefit of CBE  Technologies,
     Inc.,  a  Delaware  corporation  ("CBE");  pay down on  subordinated  debt;
     working capital liquidity, and other corporate purpose.

II.  BORROWER'S REPRESENTATIONS AND WARRANTIES.

     Borrower represents and warrants to Bank, all of which  representations and
     warranties  shall be continuing until all of Borrower's  Obligations  under
     this Agreement and the Related Documents are fully performed, as follows:

A.   Borrower's Existence and Authority. Borrower is a Delaware corporation, and
     the Person  executing this Agreement has full power and complete  authority
     to execute this Agreement and all Related Documents.

B.   Validity of Indebtedness  and Agreement.  Borrower's  Indebtedness to Bank,
     this  Agreement,  and all Related  Documents are valid,  binding upon,  and
     fully  enforceable  against  Borrower in accordance  with their  respective
     terms.

C.   Nature of  Borrower's  Business.  The  nature of  Borrower's  business  is:
     Holding company.

D.   Financial Information.  All Financial Statements provided to Bank have been
     prepared and shall  continue to be prepared in  accordance  with  generally
     accepted accounting  principles ("GAAP"),  consistently  applied, and fully
     and fairly present the financial  condition of Borrower.  There has been no
     material  adverse  change in Borrower's  business,  Property,  or financial
     condition since the date of Borrower's latest Financial Statements provided
     to Bank.

E.   Title and Encumbrances. Borrower owns all of its Property, and there are no
     liens or  encumbrances on any of the Property except as have been disclosed
     to Bank in  writing  prior  to the date of this  Agreement  and  which  are
     identified and listed in an attachment to this  Agreement  (the  "Permitted
     Encumbrances").  Borrower  agrees that  Borrower  shall not obtain  further
     loans,  leases,  or credit  extensions  from any Person  identified  in the
     Permitted  Encumbrances  list or otherwise  without  Bank's  prior  written
     consent.

F.   No Litigation.  There are no suits or proceedings pending before any court,
     government agency,  arbitration panel, or administrative  tribunal,  or, to
     Borrower's knowledge,  threatened against Borrower, which may result in any
     material adverse change in the business, Property or financial condition of
     Borrower.

G.   No Misrepresentations. All representations and warranties in this Agreement
     and the Related  Documents  are true and  correct and no material  fact has
     been omitted.

H.   Employee Benefit Plans.  Borrower has not incurred any material accumulated
     funding  deficiency  within the meaning of ERISA,  and has not incurred any
     material liability to the PBGC in connection with any employee benefit plan
     established  or  maintained  by  Borrower,   and  no  reportable  event  or
     prohibited  transaction,  as defined in ERISA, has occurred with respect to
     such plan(s).

I.   Environmental   Compliance.   Borrower  is  in  full  compliance  with  all
     applicable Environmental Laws. See Section III.H.

J.   Year 2000 Compliance.  Borrower is aware of and is actively  addressing the
     so-called  "Millennium  Bug" to  insure  that  all of  Borrower's  computer
     software and systems will be fully Year 2000 compliant.

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III. AFFIRMATIVE COVENANTS.

     As  of  the  date  of  this  Agreement  and  continuing   until  Borrower's
     Obligations  under  this  Agreement  and the  Related  Documents  are fully
     performed, Borrower shall:

A.   Financial Requirements.

     1.   Maintain a Tangible Net Worth plus  Subordinated Debt of not less than
          $3,750,000.00 from March 31, 1998 through June 29, 1998; $4,500,000.00
          from June 30, 1998  through  September  29, 1998;  $4,750,000.00  from
          September 30, 1998 through December 30, 1998, and  $5,000,000.00  from
          December  31, 1998 and  thereafter;  which is to be based on Richton's
          consolidated statement;

     2.   Maintain a Debt Service  Coverage Ratio of not less than 1.05 to 1.00,
          on a rolling four (4) quarter basis; which is to be based on Richton's
          consolidated statement;

     3.   Funded debt (all  interest-bearing  debt) to EBITDA not to exceed 5.50
          to 1.00, on a rolling four (4) quarter basis;  which is to be based on
          Richton's consolidated statement.

B.   Books and Reports.

     1.   Financial  Statements.  Within one hundred twenty (120) days after the
          end of each fiscal year,  furnish to Bank, in form acceptable to Bank,
          audited  annual  Financial  Statements  of Richton  for the  foregoing
          period,  prepared by a certified public accountant acceptable to Bank,
          which includes consolidating  subsidiary information of Century Supply
          Corp., prepared by management.

     2.   Financial  Statements.  Within the earlier of one hundred twenty (120)
          days  after the end of each  fiscal  year,  or five (5) days of filing
          with the  Securities  and Exchange  Commission,  furnish Bank, in form
          acceptable  to Bank,  10K  Financial  Statements  of  Richton  for the
          foregoing  period  certified to be correct by Borrower's  Treasurer or
          Chief Financial Officer.

     3.   Financial Statements.  Within the earlier of sixty (60) days after the
          end of each  fiscal  quarter,  or five  (5)  days of  filing  with the
          Securities and Exchange  Commission,  furnish Bank, in form acceptable
          to Bank, 10Q Financial  Statements of Richton for the foregoing period
          certified to be correct by  Borrower's  Treasurer  or Chief  Financial
          Officer, which includes consolidating  subsidiary information prepared
          by management.

     4.   Financial  Statements.  Within  forty-five  (45) days after the end of
          each  fiscal  quarter,  furnish  Bank,  in form  acceptable  to  Bank,
          management prepared quarterly Financial Statements of both Century and
          CBE for the  foregoing  period  certified to be correct by  Borrowers'
          Treasurer or Chief Financial Officer.

     5.   Financial  Statements.  Within  thirty (30) days after the end of each
          fiscal month,  furnish Bank,  in form  acceptable to Bank,  management
          prepared monthly Financial  Statements of both Century and CBE for the
          foregoing  period  certified to be correct by Borrowers'  Treasurer or
          Chief Financial Officer.

     6.   Projected Financial  Statements.  Prior to February 28th of each year,
          furnish Bank,  in form  acceptable  to Bank,  projected  annual income
          statements and balance sheets, broken down monthly, of Century and CBE
          for  the  coming  period  certified  to be  correct  and  prepared  by
          Borrowers' Treasurer or Chief Financial Officer.

     7.   Field  Audit.  Allow the Bank's  internal  auditors to conduct a field
          audit of  Century's  and CBE's  books,  records and  Property at least
          semi-annually,  at such  times and to such  extent as Bank in its sole
          discretion may determine,  and Borrower  agrees to pay for the cost of
          said audits.

     8.   Other.  Promptly  furnish  Bank such  other  information  and  reports
          concerning Borrower's business,  Property,  and financial condition as
          are provided to Borrower's owners or as Bank requests, and permit Bank
          to inspect, confirm, and copy Borrower's books and records at any time
          during Borrower's normal business hours.

C.   Notice  of  Adverse  Events.   Promptly  notify  Bank  in  writing  of  any
     litigation,  governmental proceeding, default or any other occurrence which
     could have a material  adverse effect on Borrower's  business,  Property or
     financial condition.

D.   Maintain Business Existence and Operations. Do all things necessary to keep
     in full force and effect Borrower's corporate, partnership, proprietorship,
     trust, or other existence, as the case may be, and to continue its business
     described in Paragraph  II.C. as presently  conducted.  Borrower  shall not
     change  its  corporate,  partnership,   proprietorship,   trust,  or  other
     existence,  nor sell or merge Borrower's business,  in whole or in part, to
     or with any other Person, without the prior written consent of Bank.

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E.   Insurance.  Maintain  adequate  fire and extended risk  coverage,  business
     interruption,    workers   disability   compensation,   public   liability,
     environmental, flood, and such other insurance coverages as may be required
     by law or as may be required by Bank.  All insurance  policies  shall be in
     such amounts,  upon such terms, in form, and carried with such insurers, as
     are acceptable to Bank.  Borrower shall provide  evidence  satisfactory  to
     Bank of all insurance coverages and that the policies are in full force and
     effect,  and for  all  insurance  coverages  upon  any  Property  which  is
     Collateral,  the insurance  policy shall be endorsed to provide Bank with a
     standard loss payable clause insuring the Bank's interest without regard to
     any act, fault or neglect of Borrower,  with not less than thirty (30) days
     advance  written  notice  to Bank by the  insurer  of any  cancellation  or
     modification of coverage  (CF12181185).  Bank shall reasonably consult with
     Borrower with respect to disbursements of insurance  proceeds.  Any failure
     to maintain  insurance as provided in this  Agreement  shall be an Event of
     Default and Bank may obtain such  insurance as the Bank deems  necessary or
     prudent,  in the Bank's sole discretion,  without  obligation to do so, and
     all amounts so expended by Bank shall be added to the Indebtedness or shall
     be payable on demand, at Bank's option. Upon Borrower's failure to promptly
     provide  evidence  of such  insurance  as Bank has  required,  the Bank may
     assume  Borrower  does not  have the  required  coverage.  Upon  Borrower's
     failure to obtain or maintain any insurance  coverages  required under this
     Agreement, the Bank may assess a service charge for obtaining and servicing
     any insurance coverage(s).

F.   Payment of Taxes.  Pay all taxes,  levies and assessments due to all local,
     State and Federal agencies,  before any interest or penalty thereon becomes
     due and  payable.  Unless  Borrower has  established  a cash reserve and is
     actively pursuing a tax appeal, any failure by Borrower to pay promptly any
     taxes, levies and assessments shall be an Event of Default.

G.   Employee Benefit Plans.

     1.   At all times meet the minimum funding requirements of ERISA concerning
          all of Borrower's employee benefit plans subject to ERISA.

     2.   At no time shall  Borrower  (a) allow any event to occur or  condition
          concerning  any  employee  benefit  plan  subject to ERISA which might
          constitute  grounds for termination of the plan or for the appointment
          of a trustee to administer the plan; or (b) allow any employee benefit
          plan to be the subject of any  voluntary  or  involuntary  termination
          proceeding.

H.   Environmental Laws  Compliance/Notices/Indemnity.  Strictly comply with all
     Environmental  Laws applicable to Borrower's  business.  Borrower agrees to
     notify Bank, no later than ten (10) days after Borrower's  receipt,  of any
     summons, notice, lawsuit, citation, letter, or other communication received
     by Borrower from any Federal,  State, or local agency or unit of government
     or other  Person,  which  asserts  that  Borrower  is in  violation  of any
     Environmental Laws. Borrower (and the Obligors) agree to indemnify and hold
     Bank harmless from all  violations by Borrower of any  Environmental  Laws,
     which  indemnity  shall  include all costs and  expenses  incurred by Bank,
     including legal fees, which are related to any violation by Borrower of any
     Environmental  Laws,  whether or not the  Indebtedness has been paid at the
     time any such  proceeding,  claim,  or action is  instituted  against Bank.
     Borrower  further agrees that Bank may at any time, at Borrower's sole cost
     and  expense,  hire or require  Borrower to hire and  provide  Bank with an
     environmental  audit prepared by an independent  environmental  engineering
     firm  acceptable  to Bank to confirm the  continuing  truth and accuracy of
     Borrower's environmental representations and warranties.

I.   Use of Proceeds; Purpose of Loans. Use the proceeds of the Loan(s) only for
     Borrower's  business  described  in  Paragraph  II.C.,  and only for  those
     purposes stated in Paragraph I.

J.   Account.  Until  all of the  Indebtedness  shall be fully  repaid  to Bank,
     Borrower  shall  establish and maintain with Bank, a  non-interest  bearing
     deposit account.

K.   Maintenance  of Records;  Change in Place of Business or Name.  Keep all of
     its books and records at the address set forth in this Agreement,  and give
     the Bank  prompt  written  notice of any change in its  principal  place of
     business,  in the location of Borrower's  books and records,  in Borrower's
     name, and of any change in the location of the Collateral.

L.   Employment Laws. Strictly comply with all Federal and State laws pertaining
     to  Borrower's  employees,  including  by way of  illustration  but  not of
     limitation,  the Michigan Worker's Disability Compensation Act, MCL 418.101
     et seq., as amended,  Michigan  Employment Security Act, MCL 421.1 et seq.,
     as  amended,  and the Fair  Labor  Standards  Act,  29 USC 201 et seq.,  as
     amended.

M.   General  Compliance with Law. At all times operate  Borrower's  business in
     strict  compliance  with all  applicable  Federal,  State,  and local laws,
     ordinances and regulations,  including the Americans with  Disabilities Act
     of  1990,  and  refrain  from  and  prevent  Borrower's  partners,  owners,
     directors,  officers,  employees  and agents from  engaging in any civil or
     criminal activity proscribed by law.

N.   Sale of Asset.  The  proceeds  of any asset sale of Borrower  greater  than
     $500,000.00  shall be paid to Bank to pay down  Bank  debt  (applying  such
     proceeds first to interest, then to principal).

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IV.  NEGATIVE COVENANTS.

     Until all of Borrower's  Obligations  under this  Agreement and the Related
     Documents are fully  performed,  without the Bank's prior  written  consent
     Borrower shall not:

A.   No Borrowings,  Guarantees,  or Loans.  Borrow money or act as guarantor of
     any loan or other obligation or lend any money to any Person without Bank's
     prior written consent.  Any sale of Borrower's accounts receivable shall be
     deemed the borrowing of money.

B.   Liens and Encumbrances;  Transfer of Assets. Mortgage,  assign, or encumber
     any of its  Property  except to Bank,  nor  sell,  transfer  or assign  any
     Property except in the ordinary course of business.

V.   SECURITY FOR LOANS.

A.   Security/Mortgage  Interests.  Borrower and the other  Obligor(s)  named in
     this  Agreement  have granted or agree to grant to Bank on the date of this
     Agreement,  security/mortgage  interests in certain  Property as collateral
     security for the Loans and repayment of the  Indebtedness,  among which are
     the following Related Documents:

     Security Agreement dated March 4, 1998

     Guaranty   supported   by   a  Guarantor  Security  Agreement  both   dated
     March 4,1998    

B.   Guaranty  of  Payment.   The  prompt   payment  of  Borrower's   Loans  and
     Indebtedness to Bank has been guaranteed by the following Persons:

          Guarantor Name                              Address

          Century Supply Corp.,                       31691 Dequindre Road
          a Michigan corporation                      Madison Heights, MI. 48071

VI.  EVENTS OF DEFAULT.

     The occurrence of any of the following  events shall constitute an Event of
     Default under this Agreement:

A.   Failure to Pay Amounts Due. Any  principal or interest on any  Indebtedness
     to Bank is not paid when due.

B.   Misrepresentation;  False Financial Information. Any statement, warranty or
     representation  of  Borrower  in  connection  with  or  contained  in  this
     Agreement,  the  Related  Documents,  or any  Financial  Statements  now or
     hereafter  furnished to the Bank by or on behalf of the Borrower,  is false
     or misleading in any material respect.

C.   Noncompliance with Bank Agreements.  Borrower breaches any covenant,  term,
     condition or  agreement  stated in this  Agreement  or any other  agreement
     including, but not limited to the Related Documents, and any such breach is
     not cured  within  thirty (30) days after  notice from the Bank or, if such
     breach cannot be reasonably cured within such thirty (30) days, if Borrower
     has not  commenced  to take action to cure such  breach  within such thirty
     (30) day period..

D.   Cessation/Termination of Existence.  Borrower shall cease doing business or
     Borrower's  existence  is  terminated  by  sale,  dissolution,   merger  or
     otherwise.

E.   Bankruptcy or Receivership.  Any conveyance is made of substantially all of
     Borrower's assets, any assignment is made for the benefit of creditors, any
     receiver is appointed,  or any  insolvency,  liquidation or  reorganization
     proceeding  under the  Bankruptcy  Code or  otherwise  shall be filed by or
     against Borrower.

F.   Attachments;  Tax Liens. Any attachment,  execution,  levy, forfeiture, tax
     lien or similar writ or process is issued against the Collateral.

G.   Indictment.  The  institution  of any felony  criminal  proceeding  against
     Borrower, Borrower's management, or any Obligor.

H.   Material Adverse Change.  Any material adverse change occurs or is imminent
     the  effect of which  would be to  substantially  diminish  Borrower's  and
     Century's  financial   condition,   business,   ability  to  perform  their
     agreements with the Bank, or the value of the Collateral.

I.   Other Lender Default. Any other indebtedness for borrowed money to the Bank
     or any other creditor becomes due and remains unpaid after  acceleration of
     the maturity or after the maturity stated.

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VII. REMEDIES ON DEFAULT.

A.   Acceleration.  Upon the  occurrence of any Event of Default,  the Loans and
     all  Indebtedness to Bank may, at the option of Bank, and without demand or
     notice of any kind, be declared to be immediately due and payable.

B.   Remedies  Cumulative.  The  remedies  provided  for in this  Agreement  are
     cumulative and not exclusive,  and Bank may exercise any remedies available
     to it at law or in  equity,  and as are  provided  in this  Agreement,  the
     Related Documents, and any other agreement between Borrower and Bank.

C.   No Waiver. No delay or failure of Bank to exercise any right, remedy, power
     or privilege hereunder shall affect that right, remedy, power or privilege,
     nor shall any single or partial  exercise  thereof preclude the exercise of
     any other right,  remedy,  power or privilege.  No Bank delay or failure to
     demand strict  adherence to the terms of this Agreement  shall be deemed to
     constitute a course of conduct inconsistent with the Bank's right to at any
     time, before or after any Event of Default,  demand strict adherence to the
     terms of this Agreement and the Related Documents.

D.   Bank's Right of Set-off.  Upon the occurrence of any Event of Default, Bank
     shall have the right to apply any or all of  Borrower's  and any  Obligor's
     bank accounts or any other  Property held by Bank against any  Indebtedness
     of Borrower to Bank.

VIII.CROSS-DEFAULT.

     Any default by Richton and Century under the terms of any  Indebtedness  to
     Bank shall also constitute an Event of Default under this Agreement and any
     Event of  Default  under  this  Agreement  shall  be a  default  under  any
     Indebtedness of Richton and Century to Bank.

IX.  MISCELLANEOUS.

A.   Compliance  with  Bank  Agreements.   Borrower  acknowledges  that  it  has
     carefully read, and agrees to fully comply with this Agreement, the Related
     Documents, and all other agreements between Borrower and Bank.

B.   Expenses.  Borrower agrees to pay all of Bank's costs and expenses incurred
     to perfect or protect  the Bank's  security  interests  and liens,  pay any
     insurance   premiums,   Uniform   Commercial   Code  search  fees,   taxes,
     Environmental Laws inspection fees,  appraisal fees, and all fees and costs
     incurred by Bank for audits,  inspection,  and copying of Borrower's  books
     and  records.  Borrower  also agrees to pay all costs and expenses of Bank,
     including  reasonable  attorney fees, in connection with the enforcement of
     the Bank's rights and remedies under this Agreement,  the Related Documents
     and any other  agreement,  and in connection  with the  preparation  of any
     amendments,  modifications,  waivers  or  consents  with  respect  to  this
     Agreement.

C.   Further Action.  Borrower agrees, from time to time upon Bank's request, to
     make, execute, acknowledge, and deliver to Bank such further and additional
     instruments,  documents, and agreements, and to take such further action as
     may be required to carry out the intent and purpose of this  Agreement  and
     repayment of the Loans.

D.   Governing Law, Partial Illegality. This Agreement and the Related Documents
     shall be  interpreted  and the rights of the parties  determined  under the
     laws of the State of Michigan.  Should any part, term, or provision of this
     Agreement  be adjudged  illegal or in  conflict  with any law of the United
     States or State of  Michigan,  the  validity  of the  remaining  portion or
     provisions of the Agreement shall not be affected.

E.   Writings Constitute Entire Agreement;  Modifications Only in Writing.  This
     Agreement,  the Related Documents and all other written  agreements between
     Borrower and Bank, constitute the entire agreement of the parties and there
     are no other agreements,  express or implied. This Agreement supersedes any
     and all commitment  letters or term sheets  heretofore issued in connection
     with this Loan,  including without  limitation a certain letter of December
     17, 1997.  None of the parties  shall be bound by anything not expressed in
     writing, and neither this Agreement,  the Related Documents,  nor any other
     agreement can be modified  except by a writing  executed by Borrower and by
     the Bank. This Agreement shall inure to the benefit of and shall be binding
     upon all of the parties to this Agreement and their respective  successors,
     estate representatives, and assigns, provided however, that Borrower cannot
     assign or transfer its rights or obligations  under this Agreement  without
     Bank's prior written consent.

F.   Credit Inquiries.  Borrower hereby authorizes Bank to respond to any credit
     inquiries  received by Bank from trade  creditors or other credit  granting
     institutions.

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G.   Release of Claims  Against  Bank. In  consideration  of the Bank making the
     Loans  described in this  Agreement,  Borrower and the  Obligor(s)  do each
     hereby  release and  discharge  Bank of and from any and all claims,  harm,
     injury,  and  damage  of any and every  kind,  known or  unknown,  legal or
     equitable,  which Borrower or any of the  Obligor(s)  have against the Bank
     from the date of their respective first contact with Bank until the date of
     this Agreement.  Borrower and the Obligor(s) confirm to Bank that they have
     reviewed the effect of this release with  competent  legal counsel of their
     choice,  or have been afforded the opportunity to do so, prior to execution
     of this  Agreement and the Related  Documents and do each  acknowledge  and
     agree that Bank is relying  upon this  release  in  extending  the Loans to
     Borrower.

H.   Waiver  of Jury  Trial.  Borrower  and  the  Obligors  do  each  knowingly,
     voluntarily and intelligently waive their  constitutional  right to a trial
     by jury with respect to any claim,  dispute,  conflict,  or contention,  if
     any, as may arise under this Agreement or under the Related Documents,  and
     agree that any litigation between the parties concerning this Agreement and
     the Related  Documents shall be heard by a court of competent  jurisdiction
     sitting without a jury.  Borrower and the Obligor(s) hereby confirm to Bank
     that they  have  reviewed  the  effect of this  waiver of jury  trial  with
     competent  legal  counsel  of  their  choice,  or have  been  afforded  the
     opportunity  to do so,  prior to signing  this  Agreement  and the  Related
     Documents and do each  acknowledge and agree that Bank is relying upon this
     waiver in extending the Loans to Borrower.

I.   Headings. All section and paragraph headings in this Agreement are included
     for convenience only and do not constitute a part of this Agreement.

J.   Term of Agreement. This Agreement supersedes and replaces all previous loan
     agreements  with  regard to the Loans  described  in  Paragraph  I.  Unless
     superseded  by a  later  Business  Loan  Agreement,  this  Agreement  shall
     continue in full force and effect until all of  Borrower's  Obligations  to
     Bank are fully satisfied and the Loans and Indebtedness are fully repaid.

K.   Counterparts. This Agreement may be executed in any number of counterparts,
     all of which taken together shall constitute one agreement,  and any of the
     parties hereto may execute this Agreement by signing any such counterpart.

L.   Tax Loss  Carry-forwards.  Any tax loss  carry-forwards  of Richton will be
     used to specifically offset, if applicable, income tax expenses of Century,
     CBE, and any other subsidiaries.

X.   DEFINITIONS.

     The following words shall have the following meanings in this Agreement:

A.   "Average  Investable  Balance"  means the average  daily ledger  balance in
     Borrower's  deposit  account  referred  to  in  Paragraph  III.K.  of  this
     Agreement, less (I) average daily uncollected deposits, (ii) Bank's reserve
     requirement,  and (iii)  amounts  necessary  to offset  applicable  service
     charges,  for the period covered by the account analysis statement provided
     by Bank, as shown on such account analysis statement.

B.   "Base Rate" or "Prime Rate" means that  variable rate of interest from time
     to time  established by the bank designated in the Loan promissory  note(s)
     and Section I. of this  Agreement as its base or prime  commercial  lending
     rate.

C.   "Bank" means Michigan  National Bank, a National banking  association,  and
     any successor or assign.

D.   "Collateral"  means that Property  which Borrower and any other Obligor has
     pledged,  mortgaged,  or granted  Bank a  security  interest  in,  wherever
     located and  whether now owned or  hereafter  acquired,  together  with all
     replacements, substitutions, proceeds and products thereof.

E.   "Current  Ratio" means that ratio obtained by dividing total current assets
     by total current liabilities as determined under GAAP.

F.   "Debt Service Coverage Ratio" means that ratio obtained by dividing the sum
     of Borrower's (I) net income after taxes and  distributions,  (ii) interest
     expense,  (iii) depreciation expense, and (iv) amortization expense, by the
     sum of  Borrower's  interest  expense plus current  maturities of long-term
     debt, all as determined under GAAP.

G.   "EBITDA" means net income before (i) taxes and distributions, (ii) interest
     expense, (iii) depreciation expense, and (iv) amortization expense.

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<PAGE>

H.   "Environmental Laws" means all laws,  regulations,  and rules of the United
     States of America,  State of Michigan,  and local authorities which pertain
     to the environment, including but not limited to, the Clean Air Act (42 USC
     7401 et seq.), Clean Water Act (33 USC 1251 et seq.), Resource Conservation
     and Recovery Act of 1976 (42 USC 6901 et seq.), Comprehensive Environmental
     Response,  Compensation,  and  Liability Act of 1980 (42 USC 9601 et seq.),
     Hazardous  Materials  Transportation Act (49 USC 1801 et seq.), Solid Waste
     Disposal Act (42 USC 6901 et seq.),  Toxic  Substances  Control Act (15 USC
     2601 et seq.), Michigan Natural Resources and Environmental  Protection Act
     (MCL 324.101 et seq. as each of said  statutes  have been or are  hereafter
     amended,  together  with  all  rules  and  regulations  promulgated  by the
     Environmental   Protection  Agency  and  Michigan  Departments  of  Natural
     Resources and Environmental Quality and all additional  environmental laws,
     rules,  and  regulations in effect on the date of this Agreement and as may
     be enacted and effective.

I.   "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
     amended, and any successor act.

J.   "Event of Default" means any of the events described in Section VI. of this
     Agreement or in the Related Documents.

K.   "Financial  Statements"  means all balance  sheets,  cash  flows,  earnings
     statements,  and other financial information (whether of the Borrower or an
     Obligor) which have been, are now, or are in the future furnished to Bank.

L.   "GAAP"  means  "generally  accepted  accounting  principles"   consistently
     applied,  as set forth from time to time in the  Opinion of the  Accounting
     Principles Board of the American  Institute of Certified Public Accountants
     and  the  Financial   Accounting  Standards  Board,  or  which  have  other
     substantial authoritative support.

M.   "Guarantor" means any Person who has guaranteed payment of the Loans.

N.   "Indebtedness"  or  "Obligations"  means  all  Loans,   indebtedness,   and
     obligations of Borrower to the Bank, including but not limited to, any Bank
     advances  for payments of  insurance,  taxes,  amounts  advanced by Bank to
     protect its interest in the Collateral, overdrafts in deposit accounts with
     Bank, and all other  indebtedness,  obligations and liabilities of Borrower
     to Bank, whether matured or unmatured,  liquidated or unliquidated,  direct
     or indirect,  absolute or  contingent,  joint or several,  due or to become
     due, now existing or hereafter arising.

O.   "Michigan National Bank Prime Rate" or "MICHIGAN NATIONAL BANK Prime" means
     that  variable  rate  of  interest  so  designated  and  from  time to time
     established as the Michigan National Bank prime commercial  lending rate or
     such prime commercial lending rate.

P.   "Net Worth" means the difference  between Borrower's total assets and total
     liabilities, as determined under GAAP.

Q.   "Obligor"  means any person having any obligation to Bank,  whether for the
     payment of money or  otherwise,  under this  Agreement or under the Related
     Documents,  including  but not  limited  to any  guarantors  of  Borrower's
     Indebtedness.

R.   "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation  or any  Person
     succeeding  to the powers and  functions  of the Pension  Benefit  Guaranty
     Corporation.

S.   "Person" means any  individual,  corporation,  partnership,  joint venture,
     association,   trust,  unincorporated  association,  joint  stock  company,
     government, municipality, political subdivision, agency or other entity.

T.   "Property"  means all of Borrower's  (or other  Obligor's,  as  applicable)
     assets, tangible and intangible, real and personal.

U.   "Quick Ratio" means the total of Borrower's cash, marketable securities and
     accounts receivable,  divided by current  liabilities,  as determined under
     GAAP.

V.   "Related Documents" means any and all documents, promissory notes, security
     agreements, leases, mortgages, guaranties, pledges, and any other documents
     or agreements  executed in connection with this  Agreement.  The term shall
     include  documents  existing  before,  at the time of  execution  of,  this
     Agreement, and documents executed after the date of this Agreement.

W.   "Subordinated  Debt"  means all of that  indebtedness  to  others,  and all
     collateral security therefor.

X.   "Tangible Net Worth" means Net Worth less intangible assets.

Y.   "Working  Capital"  means the  excess of  Borrower's  current  assets  over
     current liabilities, determined under GAAP.

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<PAGE>

     IN WITNESS WHEREOF the parties have executed this Agreement on this 4th day
     of March, 1998.

                                            BORROWER:

                                            RICHTON INTERNATIONAL CORPORATION,
                                            a Delaware corporation

                                            By: /s/ C.F. Griffin
                                                --------------------------------
                                            Its: Vice President

                                            BANK:

                                            MICHIGAN NATIONAL BANK,
                                            a national banking association

                                            By:  /s/Joseph M. Redoutey
                                                 ---------------------
                                                 Joseph M. Redoutey
                                            Its: Relationship Manager

                             AGREEMENT OF GUARANTOR

By executing this Agreement the Guarantor:  (1) acknowledges and agrees that the
Guarantor has completely  read and understands  this Agreement;  (2) consents to
all of the provisions of this Agreement  relating to Borrower;  (3) acknowledges
and agrees that the Guaranty  executed and  delivered by the  undersigned  shall
continue in full force and effect;  (4) acknowledges  receipt of good and lawful
consideration  for execution of the guaranty  agreement;  (5) agrees promptly to
furnish such Financial Statements to Bank concerning the Guarantor as Bank shall
reasonably request;  (6) agrees to all of those portions of this Agreement which
apply to Guarantor;  (7)  acknowledges  and agrees that this  Agreement has been
freely  executed  without  duress  and  after an  opportunity  was  provided  to
Guarantor for review of this  Agreement and the guaranty  agreement by competent
legal counsel of Guarantor's choice; and (8) acknowledges that Bank has provided
Guarantor with a copy of this Agreement,  the guaranty agreement, and such other
Related Documents as Guarantor has requested.

WITNESSES:                                  GUARANTORS:

                                            CENTURY SUPPLY CORP.,
                                            a Michigan corporation

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

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