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                       CONNECTIVITY PRODUCTS INCORPORATED

                                 FIFTH AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT


      This FIFTH AMENDMENT (this "Amendment"), dated as of June 27, 1997, is
among CONNECTIVITY PRODUCTS INCORPORATED, a Delaware corporation (the
"Borrower"), NBD BANK as Administrative Agent (the "Administrative Agent"),
BANKBOSTON, N.A., F/K/A THE FIRST NATIONAL BANK OF BOSTON as Documentation Agent
(the "Documentation Agent", and together with the Administrative Agent, the
"Co-Agents") for the lending institutions (the "Banks") listed on Schedule 1 to
the Credit Agreement (as hereinafter defined) and the Banks.

      WHEREAS, the Borrower, the Banks and the Co-Agents are parties to that
certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as
of May 31, 1996 (as amended by the First Amendment to Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of August 26, 1996, the
Second Amendment to Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of September 30, 1996, the [First Amendment of Certain
Security Documents and Subordination Agreement and] Third Amendment to Amended
and Restated Revolving Credit and Term Loan Agreement, dated as of February 24,
1997, and the Fourth Amendment to Amended and Restated Revolving Credit and Term
Loan Agreement, dated as of March 31, 1997, the "Credit Agreement"), pursuant to
which the Banks, upon certain terms and conditions, have made loans to and may
issue letters of credit for the benefit of the Borrower; and

      WHEREAS, the Borrower had requested that the Banks agree, and the Banks
have agreed, on the terms and subject to the conditions set forth herein, to
make certain changes to the Credit Agreement;

      NOW, THEREFORE, the parties hereto hereby agree as follows:

       SECTION 1. DEFINED TERMS. Capitalized terms which are used herein 
without definition and which are defined in the Credit Agreement shall have the
same meanings herein as in the Credit Agreement.

       SECTION 2. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:

      (a) Section 10.5.2 of the Credit Agreement is amended by adding the
following phrase at the end of such Section 10.5.2:

      and the sale of the EEC division of the Borrower, the net proceeds of
      which sale shall be applied to the repayment of the Obligations in such
      order as the Banks and the Borrower shall mutually agree upon

      (b) Section 11.1 of the Credit Agreement is amended by deleting such
Section 11.1 and restating it in its entirety as follows:
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      11.1. CONSOLIDATED NET WORTH.

            The Borrower will not permit Consolidated Net Worth commencing with
            the fiscal quarter ended December 31, 1996 to be less than the sum
            of negative $14,500,000, plus 75% of Consolidated Net Income on a
            cumulative basis as at each fiscal quarter end as set forth in the
            Compliance Certificate delivered pursuant to Section 9.4(c).


      SECTION 3. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be subject to receipt by the Administrative Agent of this
Amendment executed by each of the Borrower, the Banks and the Co-Agents.

      SECTION 4. AFFIRMATION AND ACKNOWLEDGMENT OF THE BORROWER. The Borrower
hereby ratifies and confirms all of its Obligations to the Banks and the
Co-Agents, including, without limitation the Loans, and the Borrower hereby
affirms its absolute and unconditional promise to pay to the Banks the Loans and
all other amounts due under the Credit Agreement as amended hereby.

      Section 5. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents
and warrants to the Co-Agents and the Banks as follows:

            (a) Representation and Warranties in the Credit Agreement. The
      representations and warranties of the Borrower contained in the Credit
      Agreement were true and correct in all material respects as of the date
      when made and continue to be true and correct in all material respects on
      the date hereof, except to the extent of changes resulting from
      transactions or events contemplated by the Credit Agreement and the other
      Loan Documents and changes occurring in the ordinary course of business
      that singly or in the aggregate are not materially adverse to the
      Borrower, or to the extent that such representations and warranties relate
      expressly to an earlier date.

            (b) Authority, Etc. The execution and delivery by the Borrower of
      this Amendment and the performance by the Borrower of all of its
      agreements and obligations under the Credit Agreement as amended hereby
      are within the corporate authority of the Borrower and have been duly
      authorized by all necessary corporate action on the part of the Borrower.

            (c) Enforceability of Obligations. This Amendment and the Credit
      Agreement as amended hereby constitute the legal, valid and binding
      obligations of the Borrower, enforceable against the Borrower in
      accordance with their terms, except as enforceability is limited by
      bankruptcy, insolvency, reorganization, moratorium or other laws relating
      to or affecting generally the enforcement of, creditors' rights and except
      to the extent that availability of the remedy of specific performance or
      injunctive relief is subject to the discretion of the court before which
      any proceeding therefor may be brought.

            (d) No Default. No Default or Event of Default has occurred and is
      continuing, and no Default or Event of Default will exist after execution
      and delivery of this Amendment.
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      SECTION 6. NO OTHER AMENDMENTS OR WAIVERS. Except as expressly provided in
this Amendment, all of the terms and conditions of the Credit Agreement and the
other Loan Documents remain in full force and effect.

      SECTION 7. EXPENSES. Pursuant to Section 17 of the Credit Agreement, all
costs and expenses incurred or sustained by the Co-Agents in connection with
this Amendment, including the fees and disbursements of legal counsel for the
Co-Agents in producing, reproducing and negotiating the Amendment, will be for
the account of the Borrower whether or not the transactions contemplated by this
Amendment are consummated.

      SECTION 8. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts, each of which shall be deemed an original, but which
together shall constitute one instrument.

      SECTION 9. MISCELLANEOUS. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). The
captions in this Amendment are for convenience of reference only and shall not
define or limit the provisions hereof.


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      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a
document under seal as of the date first above written.



                                    CONNECTIVITY PRODUCTS
                                     INCORPORATED


                                    By: /s/ Gregory C. Kowert
                                       --------------------------------------
                                    Gregory C. Kowert, Senior Vice President


                                    NBD BANK, individually and as
                                    Administrative Agent


                                    By:  /s/ Erik W. Bakker
                                       --------------------------------------
                                    Erik W. Bakker, Vice President


                                    BANKBOSTON, N.A.
                                    f/k/a THE FIRST NATIONAL BANK
                                    OF BOSTON, individually
                                    and as Documentation Agent


                                    By: /s/ G. Christopher Miller
                                       --------------------------------------
                                    G. Christopher Miller, Vice President


                                    FLEET BANK, N.A.


                                    By:  /s/ Mark A. Siegel
                                       --------------------------------------
                                       Name:  Mark A. Siegel
                                       Title: Assistant Vice President