SECURITY AGREEMENT

     This SECURITY AGREEMENT  ("Agreement") made on this 4th day of March, 1998,
by and between MICHIGAN NATIONAL BANK, a national banking association,  of 27777
Inkster Road [10-36],  Farmington Hills,  Michigan 48333-9065 (the "Bank"),  and
CENTURY  SUPPLY CORP.,  a Michigan  corporation,  with chief  executive  offices
located  at  31691  Dequindre  Road,   Madison  Heights,   Michigan  48071  (the
"Borrower").

     WHEREAS  Borrower  has  obtained or may from time to time obtain loans from
Bank or be otherwise  obligated to Bank and has agreed to secure its Obligations
(as defined in Paragraph 1. below) to Bank by granting Bank  security  interests
in that personal property described in this Agreement, and

     NOW THEREFORE Borrower and Bank AGREE AS FOLLOWS:

     1. GRANT OF SECURITY  INTEREST.  Borrower  hereby  grants Bank a continuing
security interest in the collateral  described in Paragraph 2. below (all of the
personal  property  described in Paragraph 2. is individually  and  collectively
referred to in this Agreement as the  "Collateral"),  to secure the repayment of
all loans (including all renewals,  extensions,  modifications,  or refinancings
thereof) from Bank to Borrower,  together with any and all other obligations now
or in the future  owing  from  Borrower  to Bank  (including  future  advances),
however  incurred  or  evidenced,  whether  primary,  secondary,  contingent  or
otherwise,   whether  arising  under  this   Agreement,   under  other  security
agreements,   promissory  notes,  guarantys,   mortgages,  leases,  instruments,
documents,  or under any other  contractual  obligation now or hereafter arising
(hereinafter  collectively  called the  "Obligations")  together with all costs,
expenses and reasonable  attorneys'  fees incurred by Bank in the  disbursement,
administration and collection of the Obligations or the protection, maintenance,
and  liquidation of the  Collateral.  Borrower agrees not to sell the Collateral
except in the ordinary  course of  Borrower's  business  and will not  otherwise
assign, transfer,  pledge, grant a security interest in, or otherwise dispose of
or encumber the Collateral without Bank's prior written consent.

     2. COLLATERAL.  The   Collateral  covered  by  this  Agreement  is  all  of
Borrower's  property  described below where an "X" or check mark has been placed
in the box  applicable  thereto,  which  Borrower  now owns or  shall  hereafter
acquire or create,  immediately upon acquisition or creation,  and includes, but
is not limited  to, any items  listed on any  schedule or list  attached to this
Agreement:

[ ]  A.        Accounts. All accounts,  documents,  chattel paper,  instruments,
               and general intangibles,  including any rights to any tax refunds
               from any  governmental  authority  (all of which are  hereinafter
               individually and collectively referred to as "Accounts");

[ ]  B.        Inventory. All inventory and goods including, but not limited to,
               raw  materials,   work  in  process,   finished  goods,  tangible
               property, stock in trade, wares and merchandise used in, sold by,
               or stopped in transit by Borrower;

[ ]  C.        Equipment.  All equipment and fixtures,  including all machinery,
               furniture,   furnishings   and   vehicles,   together   with  all
               accessions, parts, attachments,  accessories,  tools and dies, or
               appurtenances thereto,  attached, kept, used, or intended for use
               in connection  therewith,  and all  substitutions,  improvements,
               replacements and additions thereto;

[X]  D.        All Assets.  All of  Borrower's  personal  property  described in
               Paragraph 2.A. through 2.C. above, inclusively;

For each and every type of  Collateral  described  above,  the  proceeds  of the
Collateral  and the  proceeds of all  insurance,  eminent  domain,  condemnation
awards,  and all products of and  accessions to the  Collateral are also part of
the  Collateral.  In addition,  any and all bank  deposits and bank  accounts or
other sums at any time  credited  or due from Bank to  Borrower  and any and all
instruments,  documents, policies, certificates of insurance, securities, goods,
accounts,  chattel paper, cash, property and the proceeds thereof which Borrower
owns or in which  Borrower  has an  interest  and  which  are at any time in the
possession or control of Bank or any third party acting on Bank's behalf,  shall
also be considered Collateral.

     3. PERFECTION OF SECURITY INTEREST. Borrower agrees to promptly execute and
deliver to Bank,  concurrently  with execution of this Agreement and at any time
or  times   hereafter  at  the  request  of  Bank,  all  financing   statements,
assignments, certificates of title, applications for motor vehicle or watercraft
titles,  affidavits,  reports, notices,  schedules of Accounts,  designations of
Inventory,  letters of authority and any and all other  documents and agreements
as Bank may  request,  in form  satisfactory  to Bank,  to perfect and to at all
times maintain perfected Bank's security  interests in the Collateral.  Borrower
also  agrees to make  appropriate  entries on its books and  records  disclosing
Bank's security interests in the Collateral.

10054 (02/97)                             (C) 1997 MICHIGAN NATIONAL CORPORATION


<PAGE>

     4. WARRANTIES. Borrower agrees and warrants to Bank, that: (a) Borrower has
or forthwith  will acquire full legal title to the  Collateral and is the lawful
owner  of all of the  Collateral  with  an  unqualified  right  to  subject  the
Collateral  to the  security  interest  here  granted  to Bank;  (b)  except  as
specifically  stated  in any  attachment  to  this  Agreement,  Bank's  security
interest in the Collateral is a first priority security  interest,  there are no
financing  statements  covering any of the Collateral in any public office,  and
Borrower  will defend and  indemnify  the Bank against the claims and demands of
all  other  persons  claiming  an  interest  in the  Collateral;  (c) all of the
Collateral  is located in the State of Michigan or other  States as set forth in
Paragraph  10.  of this  Agreement  or is in the  possession  of the  Bank,  and
Borrower agrees not to remove the Collateral  outside the State of Michigan,  or
other States disclosed to Bank, without Bank's prior written consent, nor use or
permit the  Collateral to be used for any unlawful  purpose;  (d) Borrower shall
not conduct Borrower's  business under any other name than that given above, nor
change or reorganize the business  entity under which it does  business,  except
upon the prior  written  approval  of Bank and,  if such  approval  is  granted,
Borrower  agrees that all documents,  instruments,  and agreements  requested by
Bank shall be prepared,  filed and recorded at Borrower's  expense,  before such
change  occurs;  (e) Borrower  agrees not to remove any records  concerning  the
Collateral  from the address  specified above nor keep any of its records at any
other address  unless  written notice thereof is given to Bank at least ten (10)
days prior to the  creation of any new address for the keeping of such  records;
(f) Borrower  agrees to at all times  maintain the  Collateral in good condition
and  repair;  (g)  Borrower  has full  authority,  complete  power,  and is duly
authorized  to enter into this  Agreement  with Bank,  and the execution of this
Agreement does not  constitute a breach of any provision  contained in any other
agreement or instrument  to which  Borrower is or may become a party or by which
Borrower  is or may be bound  or  affected;  (h) all  financial  statements  and
information  delivered  and to be  delivered  by  Borrower  to Bank are true and
correct and have been prepared in accordance with generally accepted  accounting
principles  and  there has been no  material  adverse  change  in the  financial
condition of Borrower since the last submission of such financial information to
Bank;  (i) there are no  actions or  proceedings  either  threatened  or pending
against Borrower which might result in any material adverse change in Borrower's
financial  condition or which might materially affect any of Borrower's  assets;
(j)  Borrower has filed all Federal,  State and local  governmental  tax returns
which Borrower is required by law to file and all such taxes required to be paid
have  been  paid in  full;  (k) no  part  of the  Collateral  is  classified  or
classifiable as hazardous waste under Federal or Michigan environmental laws and
regulations,  Borrower  is in full  compliance  with all  Federal  and  Michigan
environmental laws and regulations, and Borrower hereby indemnifies Bank against
any and all expenses and costs, including reasonable attorney fees, arising from
or related to any breach of these  warranties.  All of Borrower's  warranties in
this  Paragraph 4. shall be deemed to be continuing  warranties  until  Borrower
shall have no Obligations to Bank.

     5. TAXES,  INSURANCE.  Borrower   agrees  to: (a)  promptly  pay all taxes,
levies, assessments,  judgments, and charges of any kind upon or relating to the
Collateral, to Borrower's business, and to Borrower's ownership or use of any of
its assets,  income, or gross receipts;  (b) at its own expense, keep all of the
Collateral  fully insured against loss or damage by fire,  theft,  explosion and
other risks, in such amounts, with such companies,  under such policies,  and in
such form as shall be  satisfactory  to Bank, a copy of which  policies shall be
delivered to Bank with evidence of premium  payment and which  policies shall be
endorsed to provide Bank a standard  loss  payable  clause with not less than 30
days notice of  cancellation  or of any change in coverage (CF 12181185) and the
Bank shall have a security  interest in the proceeds of all such  insurance  and
may  apply  any such  proceeds  received  by it  toward  payment  of  Borrower's
Obligations,  whether  or not  due,  in such  order of  application  as Bank may
determine  after  consulting  with  Borrower  with  respect  to  the  reasonable
disbursements of the insurance proceeds;  (c) maintain at its own expense public
liability and property  damage  insurance in such amounts,  with such companies,
under such policies,  and in such form as shall be satisfactory to Bank, and (d)
upon Bank's request, shall furnish Bank with such original policies and evidence
that such policies have been  maintained.  If after such request,  the Bank does
not promptly  receive evidence that any of the insurance  coverages  required by
this paragraph are being maintained,  Bank may assume Borrower does not have the
required  coverage.  If Borrower at any time fails to obtain or maintain  any of
the policies required above or pay any premium relating thereto, or fails to pay
any  tax,  assessment,  levy  or  charge,  or  discharge  any  lien,  claim,  or
encumbrance,  then Bank,  without waiving or releasing any obligation or default
of Borrower  hereunder,  may at any time, without obligation to do so, make such
payment,  obtain  such  discharge,  or obtain  and  maintain  such  policies  of
insurance,  pay such premiums, and take such action with respect thereto as Bank
deems advisable.  All sums so disbursed by Bank,  including  reasonable attorney
fees, court costs,  expenses,  and other charges relating thereto, shall be part
of the Obligations  secured hereby,  shall be payable on demand,  and shall bear
interest  until paid at the highest rate of interest  then being  charged by and
loaned  from Bank to  Borrower.  Upon  Borrower's  failure to obtain or maintain
insurance  upon the  Collateral,  the  Bank may  assess  a  service  charge  for
obtaining and servicing the required insurance coverage.

     6. COLLECTION OF ACCOUNTS.

        A. If Paragraph 2.A. or 2.D. abov are checked, Bank hereby conditionally
authorizes   Borrower  to  collect  Accounts  from  Borrower's  Account  debtors
provided,  however,  this  privilege  may be terminated by Bank upon Default (as
subsequently  defined).  Upon Default,  Bank may notify any Account debtor(s) of
Bank's security interest in Borrower's Accounts and shall be entitled to collect
same and Borrower will thereafter  receive all Accounts payments as the agent of
and as trustee for Bank,  transmitting to Bank on the day of Borrower's receipt,
all  original  checks,  cash,  drafts,  acceptances,  notes and  other  payments
received on Accounts and, until delivery of same to Bank, Borrower shall not use
or  commingle  any  Accounts  payments  and  shall  at all  times  keep all such
remittances   separate  and  apart  from   Borrower's  own  funds,   capable  of
identification  as the property of Bank.  After any Default,  Borrower agrees to
open all mail only in the  presence of a  representative  of Bank,  who may take
therefrom any Account  remittance(s).  Bank and its'  representatives are hereby
authorized to endorse in Borrower's  name,  payments on or other proceeds of any
of the Collateral,  and may sign  Borrower's  name upon all Accounts,  invoices,
assignments,  financing statements, notices to debtors, bills of lading, storage
receipts,  or other  instruments  or documents in respect to the  Accounts,  the
proceeds  therefrom,  or property related  thereto.  Borrower agrees to promptly
give Bank copies of all Accounts  statements  and records,  accompanied  by such
information  and by such  documents  or  copies  thereof  as Bank  may  request.
Borrower  shall  maintain  all records  with  respect to the  Accounts  and with
respect to the general conduct and operation of Borrower's  business,  including
balance  sheets,  operating  statements  and  other  financial  information,  in
accordance  with  generally  accepted  accounting  principles  and as  Bank  may
request.

10054 (02/97)                             (C) 1997 MICHIGAN NATIONAL CORPORATION


                                      -2-
<PAGE>

        B. If Paragraph  2.B. or 2.D.  above is checked,  until such time as the
Bank shall  notify  Borrower  of the  revocation  of such  power and  authority,
Borrower:  (i) may, in the ordinary  course of its business  only, at Borrower's
expense, sell, lease, or furnish under contracts of service any of the Inventory
normally  held by Borrower  for such  purpose;  (ii) may use and consume any raw
materials,  work in process or materials,  the use and  consumption  of which is
necessary in order to carry on Borrower's business;  and (iii) shall, at its own
expense,  endeavor to collect,  as and when due, all amounts due with respect to
any of the Collateral,  including the taking of such action with respect to such
collection  as the  Bank may  reasonably  request  or,  in the  absence  of such
request,  as  Borrower  may deem  advisable.  A sale in the  ordinary  course of
business  does not  include a transfer in partial or total  satisfaction  of any
debt of Borrower.

     7.  INFORMATION.  Borrower  agrees to permit Bank or Bank's  agents to have
access to and to inspect the Collateral and from time to time inspect and verify
Accounts,  Inventory,  and Equipment, and check, make copies of or extracts from
the books, records and files of Borrower,  and Borrower will make same available
at any time for such purposes. Bank is hereby authorized to conduct from time to
time such investigation of Borrower's continuing  creditworthiness as Bank shall
deem appropriate  including,  without  limitation,  Bank contact with Borrower's
accountants  or other third parties,  and Bank is also  authorized to respond to
any credit  inquiries  received  from trade  creditors or other credit  granting
institutions.  Borrower  agrees to promptly  supply Bank with such financial and
other  information  concerning  its financial and business  affairs,  assets and
liabilities as Bank may from time to time request, and Borrower agrees that Bank
or its agents may from time to time verify Borrower's continuing compliance with
any of Borrower's  warranties made in Paragraph 4. above, at Borrower's cost and
expense.

     8. DEFAULT.

        A.  Any  Event of  Default  described  in the  Business  Loan  Agreement
executed contemporaneously  herewith, together with the delivery of any required
notice,  and the expiration of any applicable cure period,  as amended from time
to  time,  shall  constitute  an  Event  of  Default  for the  purposes  of this
Agreement.

        B. Whenever an Event of Default  shall exist,  the  Obligations  may, at
Bank's  option,  and  without  demand or notice of any kind,  be  declared,  and
thereupon shall immediately become due and payable and the Bank may exercise all
rights  and  remedies,  including  the  right  to  immediate  possession  of the
Collateral,  available to it under  applicable law. Bank shall have the right to
hold any property  then in or upon the  Collateral at time of  repossession  not
covered by this  Agreement  until return is demanded in writing by the Borrower.
Borrower  agrees,  upon default,  to assemble all the Collateral at a convenient
place  acceptable  to the  Bank,  and to pay  all  costs  of  collection  of the
Obligations,  and enforcement of Bank's rights,  including  reasonable  attorney
fees,  and all  expenses in locating  the  Collateral  and all  expenses for any
repairs to any realty or other  property to which any of the  Collateral  may be
affixed.  Any  notification  of intended  disposition  of any of the  Collateral
required by law shall be deemed  reasonably  and properly given if sent at least
seven (7) calendar days before such disposition,  postage prepaid,  addressed to
Borrower  either at the address shown in this  Agreement or at any other address
of Borrower appearing on the records of the Bank.

     9. GENERAL.  Except as otherwise  defined in this  Agreement,  all terms in
this  Agreement  shall  have  the  meanings  provided  by the  Michigan  Uniform
Commercial  Code as amended from time to time.  Any Bank delay in exercising any
power, privilege or right hereunder,  or under any other instrument or agreement
executed  by  Borrower  in  connection  herewith  shall not  operate as a waiver
thereof,  and no single or  partial  exercise  shall  preclude  other or further
exercise thereof, or the exercise of any other power,  privilege,  or right. The
waiver by Bank of any Event of  Default  shall  not  constitute  a waiver of any
subsequent  default,  but shall be restricted  only to the default  waived.  All
rights, remedies and powers of Bank hereunder are irrevocable and cumulative and
not alternative or exclusive,  and shall be in addition to all rights, remedies,
and powers given in any other instrument or agreement or by the Michigan Uniform
Commercial Code. This agreement cannot be modified except by a writing signed by
Borrower and by the Bank.

     This  Agreement has been  delivered in Michigan,  and shall be construed in
accordance  with the laws of the  State of  Michigan.  Whenever  possible,  each
provision of this Agreement shall be interpreted to be effective and valid under
applicable  law, but if any  provision of this  Agreement  is  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
such  provision or the remaining  provisions of this  Agreement.  The rights and
privileges of the Bank  hereunder  shall inure to the benefit of its  successors
and  assigns,  and this  Agreement  shall be binding  on all  heirs,  executors,
administrators, and successors of Borrower. If more than one Borrower has signed
this Agreement their obligations shall be joint and several.

     IN WITNESS WHEREOF Borrower and Bank have executed this Security  Agreement
on the above-referenced date.

Borrower's Address:                           BORROWER:

340 Main Street                               RICHTON INTERNATIONAL CORPORATION,
Madison, New Jersey 07940                     a Delaware corporation

                                              By: /s/ C.F. Griffin
                                                  ------------------------------
Borrower's Tax I.D.:  05-0122205              Its: Vice President

                        (CONTINUED ON THE FOLLOWING PAGE)

10054 (02/97)                             (C) 1997 MICHIGAN NATIONAL CORPORATION


                                      -3-
<PAGE>

Address of Bank:                                  BANK:

27777 Inkster Road [10-36]                        MICHIGAN NATIONAL BANK,
Farmington Hills, MI. 48333-9065                  a national banking association


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

10054 (02/97)                             (C) 1997 MICHIGAN NATIONAL CORPORATION


                                      -4-