<PAGE>   1
                      FORBEARANCE AGREEMENT AND AMENDMENT
                      -----------------------------------


         This Forbearance Agreement and Amendment (hereinafter, this
"AGREEMENT") is entered into as of March 18, 1997 by and between:

         The First National Bank of Boston (hereinafter, the "BANK"), a national
         banking association, having a principal place of business at 100 
         Federal Street, Boston, Massachusetts;

         BancBoston Leasing Inc. (hereinafter, "BBL"), a Massachusetts
         corporation having a principal place of business at 100 Federal Street,
         Boston, Massachusetts;

         Centennial Technologies, Inc. (hereinafter, the "BORROWER"), a
         corporation organized under the laws of the State of Delaware, having a
         principal place of business at 37 Manning Road, Billerica,
         Massachusetts;

         NCT, Inc. (hereinafter, "NCT"), a corporation organized under the laws
         of the Commonwealth of Massachusetts, having a principal place of
         business at 37 Manning Road, Billerica, Massachusetts;

         Century Electronics Manufacturing, Inc. (f/k/a Century Industries,
         Inc.) (hereinafter, "CENTURY"), a corporation organized under the laws
         of the State of Delaware, having a principal place of business at 37
         Manning Road, Billerica, Massachusetts; and

         Design Circuits, Inc. (hereinafter "DCI"), a corporation organized
         under the laws of the Commonwealth of Massachusetts, having a principal
         place of business at 374 Turnpike Road, Southborough, Massachusetts

in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.

                                  WITNESSETH:
                                  -----------

1.       BACKGROUND. On September 14, 1994, the Bank and the Borrower entered
         into a Revolving Credit and Security Agreement, pursuant to which the
         Bank agreed, subject to the terms therein contained, to make certain
         revolving credit loans to the Borrower. The Revolving Credit and
         Security Agreement was thereafter amended by a certain Amendment No. 1
         and Waiver dated as of November 8, 1995 and by a certain Amendment No.
         2 dated as of November 12, 1996 (the Revolving Credit and Security
         Agreement as so amended shall hereinafter be referred to as the "LOAN
         AGREEMENT"). The Borrower's obligations to the Bank are secured by a
         first priority perfected security interest in and to all of the
         Borrower's personal property, including,


<PAGE>   2


         without limitation, all of the Borrower's accounts, inventory,
         equipment, general intangibles, patents, trademarks, copyrights, key
         man life insurance policies, and securities (including the stock of NCT
         and Century owned by the Borrower) (collectively, the "COLLATERAL").

         In addition, the obligations of the Borrower to the Bank have been
         unconditionally guaranteed by each of NCT, Century and DCI
         (collectively, the "GUARANTORS"). To secure their respective guaranties
         (each, a "GUARANTY" and collectively, the "GUARANTIES"), each of the
         Guarantors has granted the Bank a security interest in and to all of
         their respective personal property, including, without limitation, all
         of their accounts, inventory, equipment, general intangibles, patents,
         trademarks, copyrights, and securities (including the stock of DCI
         owned by Century) (collectively, the "GUARANTOR ASSETS").

         Further, on October 6, 1994, BBL entered into a Master Lease Agreement
         (together with all schedules thereto, the "MASTER LEASE AGREEMENT" with
         the Borrower, pursuant to which BBL leases certain personal property to
         the Borrower. The obligations of the Borrower under the Master Lease
         Agreement are secured by, among other things, a security interest in
         and to all of the Collateral.

         Various Events of Default have arisen under the Loan Agreement and the
         Master Lease Agreement and the Borrower and the Guarantors have
         requested that the Bank and BBL forbear from exercising their rights
         and remedies on account of such defaults. The Bank and BBL are willing
         to so forbear BUT ONLY upon the terms and conditions set forth herein.

2.       DEFINITIONS. All capitalized terms used herein and not otherwise
         defined shall have the same meaning herein as in the Loan Agreement.

3.       OUTSTANDING OBLIGATIONS.

         a.       The Borrower and each of the Guarantors (individually, each an
                  "OBLIGOR" and collectively, the "OBLIGORS") acknowledge and
                  agree that they are jointly and severally obligated to the
                  Bank to pay the Obligations and that as of March 18, 1997, the
                  Obligations consist of:

<TABLE>
                           <S>                                 <C>          
                           Principal:                          $8,356,729.49
                           Interest through March 18, 1997:    $   34,360.16,
</TABLE>

                  plus interest hereafter accruing, costs, and expenses,
                  including, without limitation, attorneys' fees, consultants'
                  fees, and commercial finance examination fees.


                                      -2-
<PAGE>   3

         b.       The Borrower acknowledges and agrees that SCHEDULE 1 hereto
                  accurately reflects the original cost of the property subject
                  to the Master Lease Agreement and schedules thereto, which is
                  presently owned by BBL.

         c.       The Obligors further acknowledge and agree that none of them
                  have any offsets, defenses, or counterclaims (i) against the
                  Bank with respect to the Loan Agreement, the Guaranties , the
                  other Loan Documents, or otherwise, or (ii) against BBL with
                  respect to the Master Lease Agreement, or otherwise, and to
                  the extent that any such offsets, defenses or counterclaims
                  may exist, the Obligors each hereby WAIVE and RELEASE same.
                  The Obligors shall execute and deliver to the Bank and BBL
                  such releases as the Bank or BBL may request to confirm the
                  foregoing.

         d.       The Obligors each ratify and confirm that their respective
                  obligations to the Bank (as modified hereby), including,
                  without limitation, those under the Loan Agreement and the
                  Guaranties, are secured by the Collateral and the Guarantor
                  Assets.

         e.       The Borrower ratifies and confirms that its obligations to BBL
                  are secured by the Collateral.

4.       FORBEARANCE BY BANK. The Bank and BBL will each forebear from
         exercising their respective rights and remedies upon default under the
         Loan Documents and the Master Lease Agreement, as applicable, until the
         earlier of (i) April 18, 1997, or (ii) the occurrence of a Termination
         Event (the period commencing on the date hereof and ending on the
         earlier of (i) or (ii) above shall hereinafter be referred to as the
         "FORBEARANCE PERIOD"):

5.       AMENDMENTS TO LOAN DOCUMENTS. From and after the date hereof, the Loan
         Documents are hereby amended as follows (which amendments shall survive
         the expiration of the Forbearance Period):

         a.       Section 1.1 of the Loan Agreement is hereby amended by
                  deleting the definition of "Borrowing Base" in its entirety
                  and substituting the following in its stead:

                  BORROWING BASE. on any date of determination thereof, the 
                  least of

                  (a) $10,750,000, MINUS the aggregate face amount of all
                  outstanding letters of credit, in the amounts originally
                  issued or as reduced pursuant to their terms, which are either
                  outstanding or which have been drawn and paid by the bank but
                  not reimbursed by the borrower, or


                                      -3-
<PAGE>   4

                  (b) The sum of (i) 80% of eligible accounts and (ii) the
                  lesser of (A) 35% of eligible inventory and (B) $5,500,000 (or
                  such lesser percentages or amounts as the Bank may in its
                  reasonable discretion determine from time to time upon thirty
                  days' written notice to the Borrower) and (iii) the lesser of
                  (A) $1,125,000.00 or (B) the amount of the federal income tax
                  refund payable to the Borrower for tax years ending prior to
                  February 28, 1997, MINUS the sum of (i) $2,000,000 and (ii)
                  the aggregate face amount of all outstanding letters of
                  credit, in the amounts originally issued or as reduced
                  pursuant to their terms, which are either outstanding or which
                  have been drawn and paid by the Bank but not reimbursed by the
                  Borrower, or

                  (c) 175% of the then outstanding trade payables of the
                  Borrower.

         b.       Section 1.1 of the Loan Agreement is hereby amended by
                  deleting the definition of "Maximum Commitment" in its
                  entirety and substituting the following in its stead:

                           Maximum Commitment. $10,750,000 or any lesser amount,
                  including zero, resulting from a termination or reduction of
                  such amount in accordance with the terms of this agreement.

         c.       Section 1.1 of the Loan Agreement is hereby amended by
                  deleting the definition of "Maximum Overdraft Amount."

         d.       Section 1.1 of the Loan Agreement is hereby amended by adding
                  the following at the end of the definition of "Security
                  Documents":

                           and the Intercompany Note and the Investment Pledge.

         e.       Section 1.1 of the Loan Agreement is hereby amended by adding
                  the following at the end of clause (iii) of the definition of
                  "Subsidiary Guarantees" after the words "in favor of the
                  Bank":

                           , and (iv) the guaranty, dated as of March 18, 1997
                           made by Centennial Capital Corporation in favor of
                           the Bank,

         f.       Section 1.1 of the Loan Agreement is hereby amended by adding
                  the following at the end of clause (iii) of the definition of
                  "Subsidiary Security Agreements" after the words "and the
                  Bank":

                           and (iv) the pledge agreement dated as of March 18,
                           1997, between Centennial Capital Corporation and the
                           Bank,

         g.       Section 1.1 of the Loan Agreement is hereby amended by adding
                  the following new definitions:


                                      -4-
<PAGE>   5

                  INTERCOMPANY NOTE. The Promissory Note payable to the Borrower
                  from DCI evidencing the indebtedness due from DCI to the
                  Borrower, together with all modifications and amendments
                  thereto and restatements thereof.

                  INVESTMENT PLEDGE. The Pledge Agreement dated March 18, 1997
                  executed by the Borrower in favor of the Bank, pursuant to
                  which the borrower has pledged all of its investment
                  securities to the Bank to secure the obligations, together
                  with all modifications, amendments, supplements, and
                  restatements thereto.

                  TRADE PAYABLES. All liabilities, obligations, and indebtedness
                  of the Borrower incurred for the purchase of goods and
                  services.

         h.       The Loan Agreement is hereby amended by deleting all rights of
                  the Borrower to select or obtain LIBOR Rate Loans, and, except
                  with respect to any existing LIBOR Rate Loans, all definitions
                  and provisions relating thereto are hereby deleted in their
                  entirety.

         i.       The Loan Agreement is hereby amended by deleting all
                  references to the Overdraft Facility, as such facility has not
                  been, and will not be, established in favor of Triax, and the
                  Bank is hereby released from all obligations with respect
                  thereto.

         j.       The Loan Agreement is hereby amended by deleting Section 2.7
                  in its entirety and substituting the following in its stead:

                           SEC. 2.7 INTEREST RATE AND PAYMENT OF INTEREST. So
                           long as no event of default is continuing, each base
                           rate loan shall bear interest for the period
                           commencing with the drawdown date thereof and ending
                           on the last day of the interest period with respect
                           thereto at a rate per annum equal to the aggregate of
                           the base rate and one percent (1%). At the option of
                           the Bank, after the occurrence of an Event of
                           Default, amounts payable under any of the loan
                           documents shall bear interest (compounded monthly and
                           payable on demand in respect of overdue amounts) at a
                           rate per annum which is equal the aggregate of the
                           base rate and four percent (4%) until such amount is
                           paid in full or (as the case may be) such event of
                           default has been cured or waived in writing by the
                           Bank (after as well as before judgment).

                  The Bank agrees that the foregoing default rate is not
                  presently in effect and shall not be charged until the earlier
                  of (i) the occurrence of any Termination Event, or (ii) the
                  expiration of the Forbearance Period, for periods following
                  such event.

         k.       The Loan Agreement is hereby amended by deleting the words
                  "and for Permitted Acquisitions" appearing in Section 4.16
                  thereof.


                                      -5-
<PAGE>   6

         l.       Section 5.1 of the Loan Agreement is hereby amended by adding
                  the following new subsections:

                  (k) as and when completed by the Borrower's auditors, restated
                  financial statements for the period beginning with fiscal year
                  1994 through the second quarter of fiscal year 1997;

                  (1) as and when filed with the Internal Revenue Service,
                  copies of the Borrower's federal income tax returns.

         m.       The Loan Agreement is hereby amended by deleting clause (iv)
                  of Section 6.9 thereof which reads "(iv) Investments in
                  Permitted Acquisitions."

         n.       Section 7.3 of the Loan Agreement is hereby amended as
                  follows:

                  -        By deleting the introductory clause of subparagraph
                           (a) in its entirety and substituting the following in
                           its stead:

                           SCHEDULED ACCOUNTS. Deliver to the bank daily:
                           ------------------

                  -        By deleting the provisions of subparagraph (B) in
                           their entirety and substituting the following in
                           their stead:

                           BORROWING BASE CERTIFICATE. Deliver to the bank,
                           daily, a borrowing base certificate, substantially in
                           the form of Exhibit 7.3(B) hereto.

                  -        By deleting the provisions of subparagraph (g) in
                           their entirety and substituting the following in
                           their stead:

                           (g) SCHEDULE OF INVENTORY. Deliver to the bank a
                           schedule of inventory in form and substance
                           satisfactory to the bank, on Tuesday of each week (as
                           of the preceding Friday), and at such other intervals
                           and for such periods as the bank may request,
                           itemizing and describing the kind, type, and quantity
                           of inventory and location and the borrower's cost
                           thereof, and providing such other details as the bank
                           may require from time to time.

         o.       Section 9.1 of the Loan Agreement is hereby amended by
                  deleting subsection (d) thereof in its entirety and replacing
                  such subsection with the following:


                                      -6-
<PAGE>   7

                           (d)      WITH A COPY TO:

                                    RIEMER & BRAUNSTEIN
                                    THREE CENTER PLAZA
                                    BOSTON, MASSACHUSETTS 02108
                                    ATTENTION:  DAVID S. BERMAN, ESQUIRE
                                             TELEPHONE 617-523-9000
                                             TELECOPIER 617-723-6831

6.       CONDITIONS TO FORBEARANCE.

         a.       During the Forbearance Period, and notwithstanding any prior
                  notice of termination of the Bank's Commitments, after the
                  Borrower has utilized all cash presently in its possession or
                  control, the Bank shall, subject to the terms hereof and the
                  other Loan Documents, make such loans and advances in
                  accordance with the provisions of Section 2.1(a) of the Loan
                  Agreement as requested by the Borrower. The Bank shall have no
                  obligation to issue any Letters of Credit for the account of
                  the Borrower at any time hereafter.

         b.       During the Forbearance Period, the Borrower shall make lease
                  payments to BBL and shall make payments of principal (except
                  for payments of principal due solely as a result of
                  acceleration of the Obligations by the Bank) and interest on
                  the amounts due under the Loan Agreement, in each case as and
                  when due under the Master Lease Agreement and Loan Documents.
                  In addition, upon the Borrower's receipt of any federal or
                  state income tax refunds or proceeds from the sale or other
                  disposition of any of assets of any Obligor, the Borrower
                  shall deliver same to the Bank for application to the
                  Obligations. The entire outstanding balance due under the
                  Master Lease Agreement and the Loan Agreement shall be due and
                  payable in full upon the expiration of the Forbearance Period.

         c.       Upon the execution hereof, Centennial Capital Corporation
                  shall deliver to the Bank an unconditional guaranty of the
                  payment and performance of the Obligations in form
                  satisfactory to the Bank. In addition, to secure such guaranty
                  and the Obligations, Centennial Capital Corporation shall
                  execute and deliver to the Bank a pledge agreement and such
                  other documents as may be necessary to grant the Bank a first
                  priority perfected security interest in all of its assets.

         d.       Upon the execution hereof, the Borrower shall deliver to each
                  of BBL and the Bank a pledge agreement, in form satisfactory
                  to BBL and the Bank, pursuant to which the Borrower shall
                  pledge and grant a security interest in all of its "investment
                  portfolio" (as more Particularly


                                      -7-
<PAGE>   8

                  described on SCHEDULE 2 hereto) to secure the Obligations and
                  the Master Lease Agreement.

         e.       During the Forbearance Period, the Borrower shall deliver to
                  the Bank weekly, on Tuesday of each week (as of the preceding
                  Friday), a report to reflect the actual results of operations
                  compared to those set forth in the projections furnished to 
                  the Bank and annexed hereto as SCHEDULE 3.

         f.       On or before the date hereof, the Borrower shall furnish to
                  the Bank copies of its filed tax returns which will reflect
                  (and confirm the Borrower's representations to the Bank) that
                  the Borrower is entitled to tax refunds of at least
                  $3,000,000. The tax returns shall include as the Borrower's
                  address the address of the lock box at the Bank.

         g.       In consideration of the Bank's entering into this Agreement,
                  upon the execution hereof, the Borrower shall pay the Bank the
                  sum of Ten Thousand and no/100 Dollars ($10,000.00) as a
                  forbearance fee. Such fee shall be fully earned upon payment
                  and shall not be subject to refund or rebate under any
                  circumstances. The forbearance fee shall not be applied in
                  reduction of the principal, interest or other amounts due in
                  connection with the loan arrangement.

         h.       Prior to the effectiveness of this Agreement, DCI shall
                  execute a lockbox agreement satisfactory to the Bank. The Bank
                  agrees to hold the lockbox agreement in escrow and not to
                  implement the lockbox agreement until the earlier of (i) April
                  11, 1997, or (ii) the termination of the Forbearance Period.
                  In the event that an agreement reasonably satisfactory to the
                  Bank is entered into providing for either (x) the sale of the
                  assets or capital stock of DCI, or (y) the refinancing of DCI,
                  prior to the occurrence of (i) or (ii) , above, the Bank will
                  further delay the implementation of the lockbox arrangement
                  for such further period as the Bank shall deem reasonable in
                  the circumstances. If implemented, all collections received in
                  the lockbox shall be applied in reduction of the Obligations
                  as set forth in the Loan Documents.

         i.       Upon the execution hereof, DCI shall execute and deliver to
                  the Borrower a Promissory Note (in form as satisfactory to the
                  Bank) evidencing the indebtedness due from DCI to the Borrower
                  (the "INTERCOMPANY NOTE"). The Intercompany Note shall be
                  collaterally assigned to BBL and the Bank as further security
                  for the Master Lease Agreement and the Obligations.

         j.       The Borrower shall cooperate with the Bank's consultants and
                  shall furnish such information as the consultants may
                  reasonably request. 


                                      -8-
<PAGE>   9

                  The Bank shall not require its consultants to undertake an
                  on-site audit of the books and records of Triax Technology
                  Group Ltd. ("Triax") during the Forbearance Period only
                  (reserving the right to undertake such on-site audit at any
                  time thereafter) as long as (i) the audit of Triax undertaken
                  by Coopers & Lybrand is promptly furnished to the Bank and its
                  consultants, and (ii) the information contained therein is
                  reasonably satisfactory to the Bank and its consultants, and
                  (iii) the Borrower and Triax promptly respond to any inquiries
                  made and furnish any information requested by the Bank and its
                  consultants. All reasonable costs and expenses of the Bank's
                  consultants shall be paid by the Borrower within five (5)
                  business days of delivery to the Borrower of a detailed
                  itemization of the Bank's consultant's expenses. Any payment
                  by the Borrower shall be without prejudice to the Borrower's
                  right to thereafter object to the reasonableness of such costs
                  and expenses.

         k.       During the Forbearance Period, the Commitment Fee set forth in
                  Section 2.3 of the Loan Agreement shall not accrue and the
                  Borrower shall not be obligated to pay same.

         l.       During the Forbearance Period, except as otherwise
                  specifically provided herein, the Obligors shall continue to
                  comply with all of the other terms and conditions of the Loan
                  Documents and the Master Lease Agreement.

         m.       Upon the execution hereof, the Borrower shall pay all
                  reasonable costs and expenses, including, without limitation,
                  reasonable attorneys' fees, consultants' fees, and commercial
                  finance examination fees, which have been incurred by the Bank
                  and BBL in connection with its loan and lease arrangements
                  with the Borrower.

7.       TERMINATION EVENTS. The occurrence of any of the following shall 
         constitute a "TERMINATION EVENT" within the meaning of the within 
         Agreement:

         a.       The failure of the Borrower or any Guarantor to make any lease
                  payment or payment of principal, interest, or other amounts
                  due to BBL or the Bank under this Forbearance Agreement when
                  due.

         b.       The occurrence of any Default or Event of Default after the
                  date hereof under the Master Lease Agreement or any of the
                  Loan Documents (provided that, the failure of the Borrower to
                  comply with the provisions of Sections 5.7 through 5.10 of the
                  Loan Agreement during the Forbearance Period shall not
                  constitute a Termination Event).


                                      -9-
<PAGE>   10

         c.       The failure by any Obligor to satisfy all of the terms and
                  conditions of this Agreement as and when due.

         d.       The determination by the Bank that any representation or
                  warranty made to the Bank by any Obligor in connection with
                  this Forbearance Agreement was not true, correct and accurate
                  in any material respect when made or given.

         e.       The failure of the Borrower to operate its business
                  substantially in accordance with, or the failure of the
                  Borrower to substantially achieve the results set forth in,
                  the projections furnished to the Bank on March 3, 1997.

         f.       The failure of the Obligors, on or before March 25, 1997, to
                  furnish the Bank with evidence of their respective corporate
                  resolutions authorizing their entering into this Agreement and
                  all other documents ancillary hereto.

         For purposes of this Section 7, the Bank acknowledges that any event of
default PRESENTLY EXISTING by virtue of the Borrower's failure to comply with
the financial covenants set forth in Section 5.7 through 5.10 of the Loan
Agreement and the failure of Emanuel Pinez to control the Borrower's management
shall not constitute a basis for the declaration of a Termination Event
hereunder; provided that the Bank is not waiving any rights upon any further
breach of such provisions after expiration of the Forbearance Period.

         Upon the occurrence of any Termination Event, the Bank may immediately
cease making loans and advances to the Borrower and the Bank and BBL may
exercise any or all of their rights and remedies on default to which the Bank or
BBL is, or to which the Bank or BBL would be entitled against any Obligor on
account of or in respect of the Loan Documents or the Master Lease Agreement.

8.       ADDITIONAL REPRESENTATIONS AND WARRANTIES. As a partial inducement for 
BBL and the Bank to enter into the within Agreement, the Obligors hereby warrant
and represent to the Bank and to BBL that:

         a.       Each of the Obligors is a validly existing corporation in good
                  standing under the laws of the state of its incorporation;

         b.       The execution and delivery of this Agreement and all
                  documents, instruments, and agreements executed and delivered
                  incidental hereto will be duly authorized by all necessary
                  corporate action;

                                      -10-

<PAGE>   11

         c.       The persons executing this Agreement and all documents,
                  instruments, and agreements executed incidental hereto on
                  behalf of each of the Obligors will be duly authorized to do
                  so;

         d.       This Agreement and all documents, instruments, and agreements
                  executed incidental hereto constitute the valid and binding
                  obligations of the Obligors each enforceable in accordance
                  with their terms; and

         e.       There is no indebtedness due from Century to the Borrower.

9.       GENERAL.

         a.       This Agreement shall be binding upon each Obligor and such
                  Obligor's successors and assigns and shall enure to the
                  benefit of BBL, the Bank and BBL's and the Bank's successors
                  and assigns. In the event that BBL or the Bank assigns or
                  transfers its rights under this Agreement, the assignee shall
                  thereupon succeed to and become vested with all rights,
                  powers, privileges, and duties of BBL or the Bank hereunder
                  and BBL or the Bank shall thereupon be discharged and relieved
                  from its duties and obligations hereunder.

         b.       Any determination that any provision of this Agreement or any
                  application thereof is invalid, illegal, or unenforceable in
                  any respect in any instance shall not affect the validity,
                  legality, or enforceability of such provision in any other
                  instance, or the validity, legality, or enforceability of any
                  other provision of this Agreement.

         c.       No delay or omission by BBL or the Bank in exercising or
                  enforcing any of BBL's or the Bank's rights and remedies shall
                  operate as, or constitute, a waiver thereof. No waiver by BBL
                  or the Bank of any of BBL's or the Bank's rights and remedies
                  on any one occasion shall be deemed a waiver on any subsequent
                  occasion, nor shall it be deemed a continuing waiver.

         d.       This Agreement and all other documents, instruments, and
                  agreements executed in connection herewith incorporate all
                  discussions and negotiations between the Obligors, BBL and the
                  Bank, either express or implied, concerning the matters
                  included herein and in such other instruments, any custom,
                  usage, or course of dealings to the contrary notwithstanding.
                  No such discussions, negotiations, custom, usage, or course of
                  dealings shall limit, modify, or otherwise affect the
                  provisions hereof. No modification, amendment, or waiver of
                  any provision of this Agreement or of any provision of any
                  other agreement between any Obligor and BBL or the Bank shall
                  be effective unless executed in 


                                      -11-
<PAGE>   12

                  writing by the party to be charged with such modification,
                  amendment and waiver, and if such party be BBL or the Bank,
                  then by a duly authorized officer thereof.

         e.       Except as modified hereby, all terms and conditions of the
                  Master Lease Agreement, Loan Agreement, the Guaranties, and
                  other Loan Documents remain in full force and effect. The Bank
                  and BBL are not hereby waiving any Defaults, Events of Default
                  or rights and remedies which exist under the Master Lease
                  Agreement or the Loan Documents and the Bank and BBL reserve
                  the right upon expiration of the Forbearance Period to
                  undertake such action as a result of such Defaults and Events
                  of Default as the Bank or BBL may determine. In particular,
                  without limiting the generality of the foregoing, the Bank and
                  BBL have not waived any Defaults or Events of Default, or the
                  respective rights and remedies of the Bank and/or BBL arising
                  as a result thereof, which may have occurred as a result of
                  any misrepresentation made by or on behalf of any one or more
                  of the Obligors.

         f.       This Agreement and all rights and obligations hereunder,
                  including matters of construction, validity, and performance,
                  shall be governed by the laws of The Commonwealth of
                  Massachusetts. The Obligors each submit to the jurisdiction of
                  the Courts of said Commonwealth for all purposes with respect
                  to this Agreement and the Obligors' relationship with the Bank
                  and BBL.

         g.       Each Obligor makes the following waiver knowingly,
                  voluntarily, and intentionally, and understands that the Bank
                  and BBL, in entering into the within Forbearance Agreement, is
                  relying thereon. EACH OBLIGOR, TO THE EXTENT OTHERWISE
                  ENTITLED THERETO, HEREBY IRREVOCABLY WAIVES ANY PRESENT OR
                  FUTURE RIGHT OF THAT OBLIGOR TO A JURY IN ANY TRIAL OF ANY
                  CASE OR CONTROVERSY IN WHICH THE BANK OR BBL IS OR BECOMES A
                  PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR
                  AGAINST THE BANK OR BBL OR IN WHICH THE BANK OR BBL IS JOINED
                  AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF,
                  OR IS IN RESPECT OF, ANY RELATIONSHIP BETWEEN THE BORROWER OR
                  ANY SUCH PERSON AND THE BANK OR BBL.

         h.       Each Obligor shall execute such instruments and documents as
                  BBL and the Bank may from time to time request in connection
                  with the Master Lease Agreement, Loan Agreement, the
                  Guaranties, the Loan Documents, the within Agreement and the
                  arrangements contemplated hereby.


                                      -12-
<PAGE>   13

         It is intended that this Agreement take effect as a sealed instrument.

CENTENNIAL TECHNOLOGIES, INC.                DESIGN CIRCUITS, INC.


By:                                          By:
   ------------------------------                -------------------------------

Print Name:                                  Print Name:
           ----------------------                        -----------------------

Title:                                       Title:
      ---------------------------                   ----------------------------

CENTURY ELECTRONICS                          NCT, INC.
MANUFACTURING, INC.


By:                                          By:
   ------------------------------                -------------------------------

Print Name:                                  Print Name:
           ----------------------                        -----------------------

Title:                                       Title:
      ---------------------------                   ----------------------------


AGREED AND ACCEPTED BY:

THE FIRST NATIONAL BANK OF BOSTON


By:                               
   ------------------------------ 

Print Name:                       
           ---------------------- 

Title:                            
      --------------------------- 

BANCBOSTON LEASING INC.


By:                               
   ------------------------------ 

Print Name:                       
           ---------------------- 

Title:                            
      --------------------------- 

                                      -13-