PROMISSORY NOTE

                                (Line of Credit)

                                   DRAW NO. 01


$5,000,000.00                                  Note No.: _______________________

                                               Farmington Hills, Michigan

Due Date: March 1, 2001                        Dated: March 4, 1998


     FOR VALUE RECEIVED on the Due Date, the undersigned,  jointly and severally
(the  "Borrower"),  promise to pay to the order of  MICHIGAN  NATIONAL  BANK,  a
national banking  association (the "Bank"),  at its office set forth below or at
such other place as Bank may  designate in writing,  the  principal  sum of FIVE
MILLION AND 00/100 DOLLARS ($5,000,000.00) or such lesser sum as shall have been
advanced by Bank to Borrower under the loan account hereinafter described,  plus
interest as  hereinafter  provided,  all in lawful money of the United States of
America.  The unpaid  principal  balance of this  promissory note ("Note") shall
bear  interest  computed  upon the  basis  of a year of 360 days for the  actual
number  of days  elapsed  in a  month,  at a rate of  interest  (the  "Effective
Interest Rate") which is equal to either:

     A.   Variable  Rate  Option:  Variable  rate  option  shall be  one-quarter
          percent (0.25%) per annum less than that rate of interest  established
          by Bank as its Prime Rate (the  "Index"),  as such Index may vary from
          time to time.  Borrower  understands  and  agrees  that the  Effective
          Interest  Rate payable to Bank under this Note shall be  determined by
          reference  to the Index and not by  reference  to the  actual  rate of
          interest  charged by the Bank to any  particular  borrower(s).  If the
          Index shall be increased or  decreased,  the  Effective  Interest Rate
          under this Note shall be  increased  or  decreased by the same amount,
          effective upon the day of each increase or decrease in the Index.

          OR   

     B.   LIBOR  Option:  One and  three-quarters  percent  (1.75%) per annum in
          excess of LIBOR,  as defined in the Addendum to Promissory Note (LIBOR
          Rate Loans) annexed  hereto and  incorporated  herein.  LIBOR shall be
          fixed  during each LIBOR  Interest  Period,  but shall vary from LIBOR
          Interest Period to LIBOR Interest  Period.  Borrower shall notify Bank
          of the Interest  Rate  selected at (i) the time of each Advance on the
          Line of Credit  Loan,  and (ii) three (3)  business  days prior to the
          expiration of the LIBOR Interest  Period,  Borrower shall notify Bank,
          in writing or verbally  (and  subsequently  confirmed in writing),  of
          which rate shall apply to the Loan after the  expiration  of the LIBOR
          Interest Period.  If Borrower fails to provide three (3) business days
          notice of its intended  interest rate, then the amount of such Advance
          shall bear interest at the Variable Rate Option.  Borrower  shall have
          no right to have the LIBOR Option apply to any portion of this Note if
          an Event of Default has occurred and is  continuing.  Borrower may not
          elect a LIBOR Option if the corresponding interest period would extend
          beyond the due date of this Note.

     Interest on all  principal  amounts  advanced by Bank from time to time and
unpaid by  Borrower  shall be paid on the first day of April,  1998,  and on the
first day of each month thereafter.

     Advances of principal,  repayment,  and  readvances  may be made under this
Note from time to time,  but Bank,  in its sole  discretion,  may refuse to make
advances or readvances  hereunder  during any period(s) this Note is in default.
All advances  made  hereunder  shall be charged to a loan account in  Borrower's
name on Bank's  books,  and Bank shall debit to such  account the amount of each
advance made to, and credit to such account the amount of each repayment made by
Borrower.  From  time to time,  Bank  shall  furnish  Borrower  a  statement  of
Borrower's loan account, which statement shall be deemed to be correct, accepted
by, and binding  upon  Borrower,  unless Bank  receives a written  statement  of
exceptions  from Borrower within ten (10) business days after such statement has
been furnished.

     For any  portion  of this  Note in which  the  Variable  Rate  Option is in
effect,  this  Note  may be  paid in full  or in  part  without  payment  of any
prepayment  fee.  For any  portion of this Note in which the LIBOR  Option is in
effect, this Note may be paid in full or in part in accordance with the attached
"Addendum To Promissory Note (LIBOR Rate Loans)".  All payments  received shall,
at the option of the Bank,  first be applied against accrued and unpaid interest
and the balance against principal.  Borrower expressly assumes all risks of loss
or delay in the delivery of any payments made by mail,  and no course of conduct
or dealing shall affect Borrower's assumption of these risks. Borrower shall not
be required to pay interest at a rate  greater  than the maximum  allowed by law
and any interest  payment  received by Bank which exceeds the maximum legal rate
shall be automatically  credited upon the unpaid principal balance of this Note.
If the Bank  determines the Effective  Interest Rate is, or may be,  usurious or
otherwise  limited by law,  the unpaid  balance  of this Note  shall,  at Bank's
option, become immediately due and payable.

10015 (04/95)                             (c) 1995 MICHIGAN NATIONAL CORPORATION

<PAGE>

     Upon the  occurrence  of any of the  Events  of  Default  described  in the
Amended  and  Restated  Business  Loan  Agreement,   executed  contemporaneously
herewith,  the Bank, at its option, and without notice to Borrower,  may declare
the  entire  unpaid  principal  balance of this Note and all  accrued  interest,
together with all other  indebtedness of Borrower to Bank, to be immediately due
and payable.

     Upon the  occurrence of any Event of Default,  or upon  non-payment of this
Note after demand, the unpaid principal balance of this Note shall bear interest
at a rate which is two percent  (2%) greater than the  Effective  Interest  Rate
otherwise applicable. If any payment under this Note is not paid within ten (10)
days after the date due,  at the  option of Bank a late  charge of not more than
five cents ($.05) for each dollar of the installment  past due may be charged by
Bank. In addition to any other security interest granted, Borrower hereby grants
Bank a  security  interest  in all of  Borrower's  bank  deposits,  instruments,
negotiable documents,  and chattel paper which at any time are in the possession
or control of Bank, and after the  occurrence of any Event of Default,  Bank may
apply its own  indebtedness  or  liability  to Borrower or any  guarantor to any
indebtedness due under this Note. Borrower agrees to pay all of the Bank's costs
incurred in the collection of this Note, including reasonable attorney fees.

     Acceptance  by Bank of any  payment in an amount  less than the amount then
due shall be deemed an acceptance on account only, and Bank's  acceptance of any
such partial  payment  shall not  constitute a waiver of Bank's right to receive
the  entire  amount  due.  Borrower  and all  guarantors  of this Note do hereby
jointly  and  severally  waive  presentment  for  payment,   demand,  notice  of
non-payment,  notice of protest or protest of this Note,  and Bank  diligence in
collection or bringing  suit, and do hereby consent to any and all extensions of
time, renewals,  waivers or modifications as may be granted by Bank with respect
to  payment or any other  provisions  of this  Note,  and to the  release of any
collateral or any part thereof, with or without  substitution.  The liability of
the Borrower under this Note shall be absolute and unconditional, without regard
to the  liability  of any other  party.  This Note  shall be deemed to have been
executed in Michigan, and all rights and obligations hereunder shall be governed
by the laws of the State of Michigan.

This Note is secured by:

         Business Loan Agreement dated March 4, 1998

         Two (2) Security Agreements, both dated March 4, 1998


     Reference  is hereby made to the  document(s)  and  agreement(s)  described
above (the "Related  Documents") for additional terms and conditions relating to
this Note.

                                       BORROWER:
                                   
                                       RICHTON INTERNATIONAL CORPORATION,
                                       a Delaware corporation
Borrower Address:                  
                                   
340 Main Street                        By: /s/ Fred R. Sullivan
Madison, New Jersey 07940                 --------------------------------
                                   
                                       Its: President
                                   
                                       Tax ID No.: 05-0122205
                                

Bank Address:

27777 Inkster Road [10-36]
Farmington Hills, MI. 48333-9065

10015 (04/95)                             (c) 1995 MICHIGAN NATIONAL CORPORATION

\
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<PAGE>

                           ADDENDUM TO PROMISSORY NOTE
                               (LIBOR Rate Loans)
                                  (Draw No. 01)

     For any portion of the  promissory  note,  in which the LIBOR  Option is in
effect,  then this Addendum is an integral part of and shall be construed with a
promissory note ("Note") of even date wherein RICHTON INTERNATIONAL CORPORATION,
a Delaware corporation (therein and herein "Borrower") is the maker and Michigan
National Bank, a national banking association (therein and herein "Bank") is the
payee.  All terms and conditions of the Note are  incorporated by this reference
herein.

     PERMITTED PREPAYMENTS. For those advances made under the Note for which the
Borrower has elected the LIBOR Option,  Borrower may make  additional  principal
payment(s)  ("Permitted  Prepayment(s)")  upon the Note at any time prior to the
Due Date, either in full or in any lesser portion which is Five Thousand Dollars
($5,000.00), or more, but only if Borrower delivers to the Bank (a) at least one
(1) Business Day prior to the Early Termination  Date,  written notice addressed
to the Bank's  assigned  account  officer  stating  the amount to be paid on the
Early Termination  Date, and (b) on the Early Termination Date,  payment in full
of the Early Termination Amount and all additional principal,  accrued interest,
fees and charges  then due upon the Note or any Related  Document  and the Yield
Maintenance Payment described below. All Permitted  Prepayments will be credited
as of the last day of the Interest  Period in which the Early  Termination  Date
occurs, without regard to the actual date of Bank's receipt.

     YIELD  MAINTENANCE   PAYMENT  AFTER  ACCELERATION  OF  DUE  DATE.  If  Bank
accelerates  the Due Date of the Note after an Event of Default  occurs on a day
which is not the last day of an Interest  Period,  Borrower will pay to Bank the
Yield  Maintenance  Payment described below as well as all other amounts due and
payable under the Note.

           ADDITIONAL DEFINITIONS APPLICABLE TO THIS NOTE AND ADDENDUM

     "Business Day" means a day on which the Commercial  Loan  Department of the
Bank is open for normal commercial business transactions, and, whenever the Note
bears interest  determined by reference to LIBOR,  relative to any determination
of the date the Note is made or continued, or of the date any required notice is
to be given or LIBOR rate  determination  is to be made, a day on which dealings
in U.S. dollar currency are carried on in the London interbank market.

     "Early  Termination  Amount"  means,  as the case may be,  (a) a  Permitted
Prepayment,  or (b) the unpaid balance of the Note on the date Bank  accelerates
its Due Date after an Event of Default.

     "Early  Termination  Date" means,  as the case may be, (a) a Business  Day,
prior to the last Business Day of an Interest  Period,  on which Borrower elects
to make a Permitted Prepayment, or (b) the date Bank accelerates the Due Date of
the Note after an Event of Default.

     "Interest  Period"  means,  relative  to  any  Note  which  bears  interest
determined with reference to LIBOR,  the period  commencing with, and including,
the date the Note is made or continued as, or converted into, a Note which bears
interest  determined with reference to LIBOR, and ending on, but excluding,  the
calendar day which numerically  corresponds to such date one (1), two (2), three
(3) or six (6) calendar months thereafter; provided, however, that:

     (a)  if there  exists no  numerically  corresponding  calendar  day in such
          month, such Interest Period shall end on the last Business Day in that
          month; and,

     (b)  if any  Interest  Period  otherwise  would end on a day which is later
          than the date the Loan is scheduled to mature,  that  Interest  Period
          will end on the date the Loan is scheduled to mature and LIBOR will be
          determined  for the actual number of days of that  Interest  Period as
          though the Interest  Period were a period of one (1),  two (2),  three
          (3) or six (6) calendar months, whichever most nearly approximates the
          length of such  Interest  Period,  or in the  event  that two (2) such
          Interest  Periods  are  equally  proximate  to  such  duration,   then
          whichever such Interest Period as Bank elects.

     "LIBOR" means (A) the London  Interbank  Offered Rate,  determined  for any
Interest Period as the arithmetic mean,  expressed as a decimal truncated to the
nearest  one-hundredth  of a percent,  of interbank  per annum rates  offered by
major banks in the London,  United Kingdom market at 11:00 a.m.  London Time two
(2) Business Days immediately  preceding the commencement of the Interest Period
for immediately  available U.S.  dollar  denominated  deposits  delivered on the
first day of the Interest  Period for the number of days comprised  therein,  as
referenced and reported by one of the following sources,  selected by Bank on an
availability  basis in descending order of priority:  (1) the Dow Jones Telerate
System "LIBO Page" report of such interest  rates as determined by Reuter's News
Service;  (2) the Dow Jones Telerate  System "Page 3750" report of such interest
rates as determined by the British Bankers  Association;  or (3) the Wall Street
Journal,  Midwest  Edition,  report  of such  interest  rate;  or (4) any  other
generally accepted  authoritative  source as Bank may reference (the "Unadjusted
LIBOR");  (B) AS ADJUSTED for the LIBOR Reserve,  if any, in accordance with the
formula:

     LIBOR = Unadjusted LIBOR / (1 - LIBOR Reserve).

LIBOR,  as so determined,  will be the fixed rate of interest  referenced by the
Note for each  calendar day of such Interest  Period.  Bank's  determination  of
LIBOR  from time to time will be  conclusive  and  binding  on  Borrower  in the
absence of manifest error.


                             [CONTINUED ON REVERSE]

10008LIB.MST (05/96)                      (c) 1996 MICHIGAN NATIONAL CORPORATION

<PAGE>

     "LIBOR Reserve" means,  with respect to any Interest Period for which LIBOR
is the Index  referenced  when  calculating  the Effective  Interest Rate, a per
annum rate, expressed as a decimal truncated to the nearest one one-hundredth of
a percent, equal to the maximum aggregate percentage,  if any, in effect two (2)
Business  Days  prior to the first day of such  Interest  Period,  specified  by
regulations  issued from time to time by the Board of  Governors  of the Federal
Reserve System, or any successor agency,  for determining  reserve  requirements
(including all basic, emergency,  supplemental,  marginal and other reserves and
taking into account any transitional  adjustments or other scheduled  changes in
reserve  requirements)  applicable to "Eurocurrency  Liabilities",  as currently
defined in Regulation D of the Board of Governors of the Federal Reserve System.
For purposes of this  definition,  every Loan for which the  Effective  Interest
Rate during such  Interest  Period is to be  calculated by reference to an Index
which is LIBOR  will be deemed a  "Eurocurrency  Liability"  as  defined in said
Regulation D.

     "Redeployment  Rate" means LIBOR  determined  for a period of one (1),  two
(2), three (3) or six (6) calendar months,  whichever most nearly corresponds to
the  hypothetical  Interest Period  commencing on an Early  Termination Date and
concluding on the last day of the LIBOR  Interest  Period in effect for the Note
on the Early Termination Date.

     "Yield  Maintenance  Payment" means the amount which Borrower agrees to pay
to the Bank as compensation  for loss of income for which the Bank has bargained
if Borrower  does not pay the Note in accordance  with its terms.  The Bank will
determine this amount (which determination will be conclusive unless the Bank is
manifestly in error) as the product [i.e., (A) x (B) x (C) x (D)] of:

     (A)  the Early Termination Amount,

     (B)  the excess  (expressed  as a decimal  truncated to the nearest one ten
          thousandth of a percent), if any, of LIBOR determined for the Interest
          Period in effect for the Note on the Early  Termination  Date over the
          Redeployment Rate,

     (C)  one-three hundred sixtieth (1/360), and

     (D)  the actual  number of whole and  partial  calendar  days which on, but
          excluding, the Early Termination Date remain until, and including, the
          last day of the  Interest  Period in effect  for the Note on the Early
          Termination Date;

and  discounting  that  product  to  present  value  at the  Redeployment  Rate;
provided, that the minimum Yield Maintenance Payment will be $200.00.


                                       BORROWER:

                                       RICHTON INTERNATIONAL CORPORATION,
                                       a Delaware corporation


                                       By: /s/ Fred R. Sullivan
                                          ------------------------------------
                                       Its: President


Dated: March 4, 1998

10008LIB.MST (05/96)                      (c) 1996 MICHIGAN NATIONAL CORPORATION


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