Exhibit 10.17

                          REVOLVER/TERM LOAN AGREEMENT

MIKRON INSTRUMENT COMPANY, INC. of 16 THORNTON ROAD, OAKLAND, NJ 07436-3116,
(jointly and severally if more than one, the "Borrower") and FLEET BANK, N.A., a
national banking association created and existing under the laws of the United
States of America with a principal office located at 30 Montgomery Street,
Jersey City, New Jersey 07303, (the "Bank"), for valuable consideration, the
receipt of which is hereby acknowledged, agree as follows:

I. DEFINITIONS.

      Each reference herein to:

      a.    "Accounts", "Chattel Paper", "Consumer Goods", "Documents",
            "Equipment", "Farm Products", "Fixtures", "General Intangibles",
            "Goods", "Instruments", "Inventory", "Money", and "Securities" shall
            have the meaning assigned to each in the Uniform Commercial Code
            from time to time in effect in the State (the "UCC");

      b.    "Affiliates of Borrower" means any person or entity that, directly
            or indirectly, controls, is controlled by or is under common control
            with the Borrower or is an inside director or officer of the
            Borrower. For purposes of this definition, the term "control"
            (including the terms "controlling", "controlled by" and "under
            common control with") means the possession, direct or indirect, of
            the power to vote five percent (5%) or more of (i) the voting stock
            of a corporation, (ii) the partnership interests of a partnership,
            or (iii) the membership interests of a limited liability company, or
            to direct or cause the direction of the management and policies of
            any such entity, whether through the ownership of voting stock,
            partnership interests, membership interests, by contract or
            otherwise;

      c.    "Books and Records" shall mean all books, correspondence, credit
            files, records and other documents relating directly or indirectly
            to the Obligations and the Collateral, including, without
            limitation, all tapes, cards, runs, data bases, software programs,
            diskettes, and other papers and documents in the possession or
            control of the Borrower, any computer service bureau, or other agent
            or independent contractor,

      d.    "Conversion Date" shall be deemed to refer to AUGUST 14, 2000;

      e.    "Loan Documents" shall mean this Agreement, the Note, any Bank
            issued Commitment Letter and any amendments thereto, and any and all
            mortgages, pledge agreements, security agreements, financing
            statements, guaranties and other documents related to this Agreement
            and/or the Loan;

      f.    "Material Adverse Change" shall mean with respect to the Borrower
            and any guarantors and any of their respective properties or
            revenues, an event, action or condition that would or is reasonably
            likely to (i)
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            adversely affect the validity or enforceability of, or the authority
            of the Borrower and/or any guarantor to perform their respective
            obligations under, the Loan Documents, or (ii) materially adversely
            affect the business, operations, assets or condition (financial or
            otherwise) of the Borrower and/or any guarantor or the ability of
            the Borrower and/or any guarantor to perform their respective
            obligations under any of the Loan Documents, or (iii) materially
            adversely affect the value of any Collateral;

      g.    "Prime Rate" shall mean the prime rate designated from time to time
            by the Bank as being its "prime rate" of interest, such interest
            rate to change on the effective date of each change in the Prime
            Rate, which rate of interest may not necessarily be the lowest rate
            of interest charged by the Bank to anyone of its customers or any
            particular class of customers. Changes in the rate of interest
            resulting from changes in the Prime Rate shall take place
            immediately without notices or demand of any kind.

      h.    "State" shall mean the State of New Jersey.

      i.    "Year 2000 Compliant" shall mean, with regard to the Borrower and/or
            its suppliers, vendors and customers, that all software, embedded
            microchips, and other processing capabilities utilized by, and
            material to the business operations or financial condition of, such
            entity are able to interpret and manipulate data on and involving
            all calendar dates correctly and without causing any abnormal ending
            scenario, including in relation to dates on and after January 1,
            2000.

      j.    "Year 2000 Risk" shall mean the risk that computer applications used
            by the Borrower and/or its suppliers, vendors and customers may be
            unable to recognize and perform without error date - sensitive
            functions involving certain dates prior to and any date after
            December 31, 1999.

II. LOAN.

      1.    Credit Limit. This Agreement evidences a line of credit (with a term
            loan conversion feature hereinafter referenced) for the Borrower's
            short-term borrowing needs (the "Loan") with a credit limit (the
            "Credit Limit") in the maximum principal sum of One Million
            Dollar(s) and No Cent(s) ($1,000,000.00).

            Within such Credit Limit, until (i) demand by the Bank and/or
            termination of the Bank's commitment upon the occurrence of an Event
            of Default or (ii) the Conversion Date, the Borrower may borrow
            hereunder. All principal repayments shall reduce the Loan and the
            Bank's commitment, and principal amounts repaid may not be
            re-borrowed.

      2.    Advances. The Bank agrees to make advances to the Borrower until (i)
            demand by the Bank and/or termination of the Bank's commitment upon
            the occurrence of an Event of Default or (ii) the Conversion Date,
            provided that the aggregate principal amount of the Loan does not
            exceed at any one time the Credit Limit.


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      3.    "LIBOR Rate" shall mean, as applicable to any interest Period, the
            rate per annum, as determined on the basis of the offered rate for
            deposits in U.S. dollars, for a period of time comparable to such
            Interest Periods, which appears on Telerate Page 3750 as of 11:00
            a.m. London time on the day that is two (2) London Banking Days
            preceding the first day of such Interest Period; provided however,
            if the rate described above does not appear on the Telerate System
            on any applicable interest determination date, then the LIBOR Rate
            shall be the rate offered for deposits in U.S. dollars in the London
            Interbank market for a period substantially equal to the interest
            Periods, determined by the Bank in a commercially reasonable manner,
            "Banking Day" means, in respect of any city, any date on which
            commercial banks are open for business in that city, in the event
            that he Board of Governors of the Federal Reserve System shall
            impose a Reserve Percentage with respect to LIBOR deposits of the
            Bank then for any period during which such Reserve Percentage shall
            apply, the LIBOR Rate shall be equal to the amount determined above
            divided by an amount equal to one (1) minus the Reserve Percentage.
            "Reserve Percentage" shall mean the Maximum aggregate reserve
            requirement (including all basic, supplemental, marginal and other
            reserves) which is imposed on member banks of the Federal Reserve
            System against "Euro-currency Liabilities" as defined in Regulation
            D;

      4.    Minimum Amount of Advance. Each advance under this Agreement shall
            be in the minimum amount of One Thousand Dollars ($1,000.00).

      5.    Direct Deposit of Loan Proceeds. All advances shall be disbursed by
            the Bank by deposit of the Loan proceeds to the Borrower's deposit
            account with the Bank.

      6.    Demand Loan. On demand by the Bank prior to the Conversion Date, the
            entire outstanding principal balance of the Loan and all accrued
            interest shall immediately become due and payable.

      7.    Term Loan Conversion. If on the Conversion Date (i) the Bank has not
            made demand for payment in full of the Loan and/or (ii) no Event of
            Default has occurred and is continuing, the demand Loan shall
            convert to a term Loan, and the Borrower shall amortize the then
            outstanding principal balance of the Loan in accordance with the
            payment schedule disclosed in the Borrower's note of even date with
            this Agreement (as hereinafter defined).

      8.    Note; Interest Calculation. The Loan shall be evidenced by the
            Borrower's note of even date with this Agreement (which note and all
            amendments thereto and any additional and supplementary notes
            executed pursuant to this Agreement are herein referred to
            collectively as the "Note"). The interest rate initially set forth
            in the Note is a variable rate. From and after maturity (including
            any accelerated maturity), the interest rate on the Note shall
            increase to sixteen percent (16%) per annum. Interest shall be
            calculated on the basis of a 360-day year using the actual number of
            days


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<PAGE>

            elapsed. On maturity, whether scheduled or otherwise, both principal
            and all accrued and unpaid interest shall be immediately due and
            payable .

      9.    Late Fee. If the entire amount of any required principal and/or
            interest is not paid in full within ten (10) days after the same is
            due, the Borrower shall pay to the Bank a late fee equal to five
            percent (5%) of the required payment.

      10.   Prepayment. The Borrower shall have the right at any time and from
            time to time to prepay the Loan in whole or in part, without premium
            or penalty, but with accrued interest to the day of such prepayment
            on the amount prepaid.

III. REPRESENTATIONS AND WARRANTIES.

      The Borrower represents and warrants that:

      1.    Organization and Powers. (a) If a corporate, partnership, limited
            liability company or trust Borrower, it is duly organized, validly
            existing and in good standing under the laws of the state of its
            formation and in every other jurisdiction, except where the failure
            to do so qualify would not have a material adverse effect upon the
            Borrower, its property, its financial condition, or otherwise, (b)
            it has the power and authority to own its properties and to carry on
            its business as now being conducted and, if a corporate,
            partnership, limited liability company or trust Borrower, is
            qualified to do business in every jurisdiction where such
            qualification is necessary, (c) it has the power to execute, deliver
            and perform the Loan Documents, (d) the execution, delivery and
            performance of the Loan Documents have been duly authorized by all
            requisite action, (e) the execution, delivery and performance of the
            Loan Documents will not violate any provision of law, any order of
            any court or other agency of government, the Articles of
            Incorporation, Certificate of Incorporation, or By-laws of a
            corporate Borrower, the partnership agreement of a partnership,
            Borrower, the Articles of Incorporation or Operating Agreement of a
            limited liability company Borrower, or the trust agreement of a
            trust Borrower, or any indenture, agreement or other instrument to
            which it is a party, or by which it is bound, or be in conflict
            with, result in a breach of or constitute (with due notice or lapse
            of time or both) a default under any such indenture, agreement or
            other instrument, or result in the creation or imposition of any
            lien, charge or encumbrance of any nature whatsoever upon any of the
            property or assets of the Borrower (other than in favor of the Bank)
            or the acceleration of any of its outstanding indebtedness.

      2.    Financial Statements. The Borrower has heretofore furnished to the
            Bank accurate and complete financial data and other information
            based on its operations in previous years, and said financial data
            fairly presents the financial position and the results of operations
            for the periods indicated


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<PAGE>

            therein. There has been no Material Adverse Change since the date of
            the most recent financial statement.

      3.    Litigation. There is no action, suit or proceeding at law or in
            equity or by or before any governmental instrumentality or other
            agency now pending or threatened against or affecting the Borrower.

      4.    No Conflict. The Borrower is not a party to any agreement or
            instrument or subject to any restriction materially or adversely
            affecting its business, properties or assets, operations or
            condition, financial or otherwise. The Borrower has no knowledge
            that it is in default in the performance, observance or fulfillment
            of any of the obligations, covenants or conditions contained in any
            agreement or instrument to which it is a party.

      5.    Use of Proceeds. No part of the proceeds of the Loan will be used
            for consumer purposes or will be used to purchase or carry, directly
            or indirectly, any margin stock or margin security (within the
            meaning of Regulation U of the Board of Governors of the Federal
            Reserve System) or to extend credit to others for the purpose of
            purchasing or carrying any such margin stock or margin security. If
            requested by the Bank, the Borrower will furnish in connection with
            this Agreement a statement in conformity with the requirements of
            Federal Reserve Form U-1 referred to in said Regulation U.

      6.    Year 2000 Plan. The Borrower has reviewed the Year 2000 Risk and is
            taking such action as may be necessary to ensure that the Year 2000
            Risk will not adversely affect its business operations and/or
            financial condition.

IV. CONDITIONS OF LENDING.

      The Bank shall be obligated to make the advances under this Agreement only
      if on the date such advance is requested:

      a.    The Bank shall have received, to the extent applicable (i) copies of
            the Articles of Incorporation, Certificate of Incorporation,
            Certificate of Limited Partnership, or Certificate of a Limited
            Liability Company or Partnership, each certified by the secretary of
            state of the state of its formation, (ii) copies of partnership,
            trust, or operating agreements, each certified to the Bank by a duly
            authorized representative of such Borrower, (iii) Good Standing,
            Subsistence and/or Existing Certificates of the state of formation
            of the Borrower and from all other states where such Borrower
            conducts its business or holds property, (iv) duly adopted
            resolutions authorizing the execution, delivery and performance
            under the Loan Documents certified by an officer of the Borrower.

      b.    The representations and warranties in Part III hereof are true and
            correct;

      c.    No Event of Default exists;

V. COVENANTS.

      The Borrower covenants and agrees that it will:


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<PAGE>

      1.    (a) Legal Existence; Insurance; Etc. Keep in full force and effect
            its legal existence (if a corporation, partnership, limited
            liability company or trust), rights, licenses, permits and
            franchises and operate its business as conducted prior to the date
            hereof; maintain all property used in the conduct of its business
            and keep the same in good repair, working order and condition; and
            maintain adequate insurance on its properties against fire, theft,
            and extended coverage risks and against public liability and
            property damage and products liability and such other risks as may
            be required by law or as may be reasonably required by the Bank, in
            such form, for such periods, and written by such companies as may be
            satisfactory to the Bank, such insurance in the case of a secured
            loan to name the Bank as additional insured and/or mortgagee/loss
            payee. All policies of insurance shall provide for at least twenty
            (20) days' written notice to the Bank prior to cancellation or
            change in the coverage, scope or amount of any such policy or
            policies. Borrower shall furnish the Bank with certificates of
            compliance with the foregoing insurance provision.

            (b) Compliance with Laws. Comply with all present and future
            applicable laws, ordinances, rules, regulations, directives and
            other requirements of all governmental instrumentalities, including
            without limitation those relating to Hazardous Substances, within
            such time periods as required thereby, with time being of the
            essence.

      2.    Operation of Business. Maintain and operate its business in a proper
            and efficient manner.

      3.    Payment of Taxes. Pay and discharge all taxes, assessments, and
            governmental charges imposed upon Borrower, its income or its
            property before the same shall be in default, as well as all lawful
            claims for labor, materials and supplies or otherwise which, if
            unpaid, might become a lien upon any such properties.

      4.    Financial Statements. Furnish to the Bank:

            (a)   promptly, from time to time as requested by the Bank, and in
                  all events within one hundred twenty (120) days after the
                  close of each applicable party's tax year, (i) with respect to
                  the Borrower and all corporate, partnership or trust
                  guarantors, financial statements (audited if requested),
                  balance sheets, profit and loss statements, together with
                  supporting schedules, signed and in such form as may be
                  acceptable to the Bank; (ii) with respect to all individual
                  guarantors, signed personal financial statements; and (iii)
                  with respect to all entities and individuals referred to in
                  (i) and (ii), current Federal income tax returns (with all
                  schedules and exhibits), or in the case of a partnership,
                  Form1065 (with all schedules and exhibits). In any event, all
                  the documents referred to in this subparagraph (a), regardless
                  of when last submitted, must be submitted to the Bank, as
                  often as the Bank shall deem necessary, if there occurs a
                  Material Adverse Change.


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<PAGE>

            (b)   promptly, from time to time, such other information regarding
                  the operations, assets, business, affairs and financial
                  condition of the Borrower and all guarantors, as the Bank may
                  reasonably request; and

            (c)   with respect to all personal financial statements submitted by
                  individual guarantors, such statements shall be on forms
                  prescribed by the Bank.

      5.    Inspection. Permit agents or representatives of the Bank, at
            reasonable hours and upon reasonable notice, to inspect the Books
            and Records of the Borrower and to make abstracts or reproductions
            thereof, all at the Borrower's expense.

      6.    Averse Changes. Promptly advise the Bank of any Material Adverse
            Change.

      7.    Accounting System. Maintain a standard system of accounting in
            accordance with generally accepted accounting principles.

      8.    Depository. Maintain the Bank as the Borrower's principal
            depository.

      9.    Indebtedness. Not incur or permit to exist any indebtedness or
            liability except indebtedness to the Bank or any Bank affiliate,
            indebtedness with respect to warranty, trade obligations and other
            liabilities incurred in the ordinary course of business, and any
            indebtedness or liability permitted in writing by the Bank.

      10.   Liens. Not create, assume or suffer to exist any mortgage, security
            interest, or lien on any of its assets, now or hereafter owned,
            other than liens securing indebtedness to the Bank or any Bank
            affiliate, liens securing the payment of taxes not yet due, liens
            imposed by law (other than for borrowed money), liens incurred by
            the Borrower in good faith in the ordinary course of business, and
            other liens permitted in writing by the Bank.

      11.   Guaranties; Etc. Not guarantee, endorse or otherwise become or be
            responsible for obligations of any other person or entity, whether
            by agreement to purchase the indebtedness of any other person or
            entity or agreement for the furnishing of funds to any other person
            or entity through purchase of Goods, supplies or services, or by way
            of stock purchase, capital contribution, advance or loan, for the
            purpose of paying or discharging any indebtedness or obligation of
            such other person or entity, or otherwise, except endorsements of
            negotiable instruments for collection in the ordinary course of
            business.

      12.   Investments. Not purchase, invest in or otherwise acquire or hold
            Securities including, without limitation, capital stock (including
            closely held stock) and evidences of indebtedness of, or make loans
            or advances to, or enter into any arrangement for the purpose of
            providing funds or credit to, any other person or entity (including,
            without limitation, all Affiliates of the Borrower), except
            investments in short-term obligations of


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<PAGE>

            the United States and certificates of deposit issued by the Bank or
            any Bank Affiliate.

      13.   Sales of Accounts and Instruments. Not sell, assign, discount or
            dispose of any Accounts or Instruments held by the Borrower, with or
            without recourse, except for collection (including endorsements) in
            the ordinary course of business,

      14.   Sales and Transfers. Not sell, assign, lease, transfer, sell and
            leaseback, or otherwise dispose of all or any material amount of its
            assets not in the ordinary course of business to any person or
            entity or turn over the management of, or enter into a management
            contract with respect to, such assets.

      15.   Valuation. Not write up (by creating an appraisal surplus or
            otherwise) the value of any capital assets above their cost less the
            depreciation regularly allowable thereon.

      16.   Fundamental Changes. Not dissolve, liquidate, consolidate with or
            merge with any corporation, limited liability company or other
            entity or agree to do any of the foregoing.

      17.   Distributions. If a corporate Borrower, not declare or pay any
            dividends, or make any distribution to holders of shares of its
            capital stock, (and on account of such capital stock) of cash,
            capital stock or other property, or directly or indirectly, redeem,
            purchase or otherwise acquire any shares of its capital stock of any
            class; and if a partnership or limited liability company Borrower,
            not permit the return or withdrawal of any capital contributions;
            provided, however, that if the Borrower is an "S" Corporation under
            the Internal Revenue Code, the Borrower may make annually such cash
            distributions to its shareholders as shall equal the sum of federal
            income taxes which are allocable to such shareholders' income
            received or deemed to have been received on account of such
            shareholders' capital stock in the Borrower.

      18.   Additional Covenants. Comply with the additional covenants, if any,
            set forth on affixed Exhibit A-1.

VI. SECURITY AGREEMENT AND OTHER SECURITY DOCUMENTS.

      1.    Security Interest; Collateral; Obligations. The Borrower hereby
            grants to the Bank, as security for any and all obligations
            whatsoever of the Borrower to the Bank, whether direct, indirect,
            absolute or contingent, due or to become due, and whether now
            existing or hereafter arising and howsoever evidenced or acquired,
            including without limitation all indebtedness and liabilities
            evidenced by the Loan, this Agreement, the other Loan Documents,
            checking account overdrafts, and letter of credit reimbursement
            agreements, excluding, however, indebtedness incurred primarily for
            personal, family or household purposes (collectively, the
            "Obligations"), a first lien on,


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<PAGE>

            and, security interest in and agrees and acknowledges that the Bank
            has and will continue to have a first lien on, and a perfected
            security interest in all of the Collateral described below, both
            presently owned and after acquired, together with all proceeds and
            products thereof, additions and accessions thereto, and all
            replacements and substitutions therefor (collectively, the
            "Collateral"), excluding, however, all such Collateral which
            constitutes Consumer Goods in the hands of the Borrower: Accounts,
            Inventory, Equipment, Fixtures, Books and Records, Chattel Paper,
            Documents, General Intangibles, Instruments, Machinery, Contract
            Rights and Furniture

      2.    Borrower hereby warrants, covenants and agrees that:

            a.    Title; Adverse Liens. Except for prior security interests
                  disclosed on Exhibit A-2 (if any) and except for the security
                  interest granted hereby, the Borrower is the owner of
                  presently owned Collateral and will be the owner of Collateral
                  hereafter acquired free from any lien or encumbrance (other
                  than those in favor of Bank), and Borrower will defend the
                  Collateral against the claims and demands of all persons at
                  any time claiming the same or any interest therein.

            b.    Financing Statements. Except for financing statements
                  evidencing the security interests which may be listed on
                  Exhibit A-2 (if any), no financing statements covering any
                  Collateral are on file in any public office. At the request of
                  the Bank, the Borrower will execute one or more (i) financing
                  statements pursuant to the UCC; (ii) title certificate lien
                  application forms; and (iii) other documents necessary or
                  advisable to perfect the security interests evidenced hereby,
                  all in form satisfactory to the Bank. Where allowed by law,
                  the Borrower hereby irrevocably authorizes the Bank to file
                  financing statements and amendments without the signature of
                  the Borrower. The Borrower will pay the cost of filing the
                  aforesaid documents or filing or recording this Agreement in
                  all public offices wherever filing or recording is deemed by
                  the Bank to be necessary or desirable.

      3.    Adverse Liens. The Borrower will keep the Collateral free from any
            future adverse liens.

            a.    Equipment. If the Borrower has granted a security interest in
                  Equipment:

                  i.    The Equipment is used primarily for business purposes.

                  ii.   The Equipment will be kept at the location listed on
                        affixed Exhibit A-3. Borrower will promptly notify Bank
                        of any change in the location of the Equipment, and
                        Borrower will not remove the Equipment from such
                        location without the prior written consent of the Bank.

            b.    Inventory. If the Borrower has granted a security interest in
                  Inventory:


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<PAGE>

                  i.    Inventory is acquired for business purposes. In the
                        absence of an Event of Default hereunder, the Borrower
                        may sell the Inventory in the ordinary course of its
                        business upon terms not exceeding thirty (30) days, or
                        upon such further terms as the Bank may from time to
                        time approve. The Borrower shall not without the consent
                        of the Bank sell the Inventory to any supplier or
                        employee of the Borrower or to any person to whom the
                        Borrower is indebted or under circumstances which would
                        otherwise create a lien or encumbrance (other than those
                        in favor of Bank), including a right of set-off, against
                        the Account resulting from such sale.

      4.    Inventory will be kept at the location listed on affixed Exhibit
            A-3. The Borrower will promptly notify the Bank of any change in the
            location of the Inventory, and the Borrower will not remove the
            Inventory from such location without the prior written consent of
            the Bank.

            a.    Accounts. If the Borrower has granted a security interest in
                  Accounts:

                  i.    The Borrower will upon demand render to the Bank a
                        statement indicating the total dollar value of the
                        Accounts.

                  ii.   The only offices where the Borrower keeps Books and
                        Records concerning any Accounts is at the location
                        listed on affixed Exhibit A-3. The Borrower will not
                        remove any of such Books and Records from said offices
                        without the prior written consent of the Bank.

                  iii.  During the five years immediately preceding the grant of
                        the security interest hereby to Bank, Borrower has
                        maintained its chief executive office at the
                        address(es), and during the time periods, set forth on
                        Exhibit A-3. Without the prior written consent of Bank,
                        Borrower will not change its chief executive office.

                  iv.   The Borrower will at all times keep accurate and
                        complete Books and Records of its Accounts, and the Bank
                        or any of its agents shall have the right to inspect the
                        Borrower's Books and Records relating to said Accounts
                        or to any other transactions to which the Borrower is a
                        party and from which an Account might arise and to make
                        extracts from said Books and Records, all at the
                        Borrower's expense. The Bank may in its own name or in
                        the names of others, communicate with account debtors in
                        order to verify with them, to the Bank's satisfaction,
                        the existence, amount and terms of any Accounts. The
                        Borrower shall immediately notify the Bank of any event
                        causing loss or depreciation in value of any of its
                        Accounts and the amount of such loss or depreciation.


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<PAGE>

                  v.    If any of the Borrower's Accounts arise out of contracts
                        with the United States or any department, agency or
                        instrumentality thereof, the Borrower will immediately
                        notify the Bank thereof in writing and execute any
                        instruments and take any steps required by the Bank in
                        order that all moneys due and to become due under such
                        contracts shall be assigned to the Bank and notice
                        thereof given to the government under the Federal
                        Assignment of Claims Act.

                  vi.   If any of the Borrower's Accounts should be evidenced by
                        Instruments, the Borrower will immediately deliver such
                        Instruments to the Bank, appropriately endorsed to the
                        Bank's order and, regardless of the form of such
                        endorsement, the Borrower hereby waives presentment,
                        demand or notice of any kind with respect thereto.

      5.    This Agreement may, but need not be supplemented by separate
            assignments of Accounts to the Bank, and if such assignments are
            given, the rights given thereby shall be in addition to and not in
            limitation of the rights and security interests given by this
            Agreement.

            a.    Fixtures; Farm Products. If the Borrower has granted a
                  security interest in Fixtures and/or Farm Products, there is
                  affixed hereto as Exhibit A-4 a description of the applicable
                  real estate and the name(s) of the record owner.

            b.    Investment Securities. If the Borrower has granted a security
                  interest in Investment Securities the Bank may transfer
                  Collateral into its name or that of its nominee and may
                  receive the income and any distributions thereon and hold the
                  same as Collateral for the Obligations, or apply the same to
                  any Obligation, whether or not an Event of Default has
                  occurred.

            c.    Taxes. The Borrower will pay promptly when due all taxes and
                  assessments upon the Collateral or for its use or operation or
                  upon this Agreement and any of the other Loan Documents.

            d.    Insurance. With respect to all required insurance policies and
                  coverage, the Bank may act either in its name or as attorney
                  for the Borrower (for that purpose by these presents duly
                  authorized and appointed with full power of substitution and
                  revocation) in obtaining, adjusting, settling and canceling
                  such insurance and endorsing any drafts in payment of any
                  loss.

            e.    Preservation of Collateral. The Bank may, at its election,
                  discharge taxes and liens levied or placed on the Collateral,
                  pay for insurance on the Collateral and pay for the
                  maintenance and preservation of the Collateral. The Borrower
                  agrees to reimburse Bank on demand for any payment made, or
                  any expense incurred by the Bank pursuant to the foregoing
                  authorization, and in any event all such


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<PAGE>

                  payments and expenses shall constitute an Obligation
                  hereunder. If the Borrower fails to insure Collateral as
                  required by this Agreement or any of the Loan Documents, the
                  Borrower shall pay to the Bank on the date of such failure a
                  nonrefundable fee for each such failure equal to the sum of
                  (i) $100 plus (ii) the amount of the insurance premium cost
                  incurred by the Bank. Notwithstanding the foregoing, neither
                  the charging or payment of such fee nor this provision shall
                  in any way be deemed to waive or imply or constitute a basis
                  for waiver of any default occasioned by Borrower's failure to
                  comply with the insurance requirements of this Agreement or
                  any of the Loan Documents.

            f     Possession and Use. Other than with respect to Collateral in
                  which Bank's security interest is perfected by the Bank's
                  possession thereof, such as instruments, documents, cash, bank
                  accounts, etc., which so long as any of the Obligations remain
                  outstanding and unpaid shall remain in the possession of Bank,
                  until an Event of Default, the Borrower may have possession of
                  the collateral, provided that the Borrower will not use the
                  Collateral in any unlawful manner or in a manner in consistent
                  with this Agreement, the Loan Documents, or any policy of
                  insurance thereon.

            g.    Power of Attorney. The Borrower irrevocably designates and
                  appoints the Bank its true and lawful attorney with full power
                  of substitution and revocation to execute, deliver, and record
                  in the name of the Borrower all financing statements,
                  amendments, continuation statements, title certificate lien
                  applications and other documents deemed by the Bank to be
                  necessary or advisable to perfect or to continue the
                  perfection of the security interests granted hereunder.

            h.    Reproduction as Financing Statement. A carbon, photographic,
                  or other reproduction of a security agreement or a financing
                  statement is sufficient as a financing statement.

            i.    Remedies. If an Event of Default occurs, the Bank shall have
                  the rights and remedies provided in this Agreement, including
                  without limitation in Part VII hereof. In addition, the Bank
                  may exercise and shall have any and all rights and remedies
                  accorded it by the UCC. The Bank may require the Borrower to
                  assemble the Collateral and make it available to the Bank at a
                  place to be designated by the Bank which is reasonably
                  convenient to both parties. The requirement of reasonable
                  notice shall be met, if notice is mailed, postage prepaid, to
                  the Borrower or other person entitled thereto at least ten
                  (10) days (including non-business days) before the time of
                  sale or disposition of the Collateral. The Bank at its option
                  may have a receiver appointed to take possession of the
                  Collateral, to use and operate the Collateral, to collect the
                  profits


                                       12
<PAGE>

                  and proceeds therefrom, and to apply the same as the court may
                  direct. The Borrower agrees that the Bank's legal remedies are
                  inadequate and that the Bank shall be entitled to obtain
                  equitable relief upon the occurrence of an Event of Default.
                  The Borrower shall pay to the Bank on demand all expenses,
                  including reasonable legal expenses and attorney's fees (which
                  may include costs allocated by the Bank's internal legal
                  department), incurred or paid by the Bank in protecting or
                  enforcing any rights of the Bank hereunder, including its
                  right to take possession of the Collateral, storing and
                  disposing of the same or in collecting the proceeds thereof.

            j.    Notification of Account Debtors. The Bank shall have the right
                  to demand from the Borrower a list of all Accounts and to
                  notify any and all account debtors to make payment thereof
                  directly to the Bank. The Borrower irrevocably designates and
                  appoints the Bank its true and lawful attorney with full power
                  of substitution and revocation in its own name or in the name
                  of the Borrower to demand, collect, receive, receipt for, and
                  sue for all amounts due and to become due on the Accounts and
                  to endorse the name of the Borrower on all commercial paper
                  given in payment or part-payment thereof and in its discretion
                  to file any claim or take any other action which the Bank may
                  deem necessary or appropriate to protect and preserve and
                  realize upon the security interest of the Bank in the Accounts
                  or the proceeds thereof. The Bank shall also have the right to
                  (i) open all mail addressed to the Borrower; (ii) change the
                  Post Office box or mailing address of Borrower; and (iii) use
                  the Borrower's stationery and billing forms or facsimiles
                  thereof, for the purpose of collecting Accounts and realizing
                  upon the Collateral.

            Inspection and Appraisal. The Bank and its agents and
            representatives (including without limitation appraisers, engineers,
            and other professionals) shall, upon reasonable advance notice, have
            access to the Borrower's premises for the purpose of inspecting and
            appraising the Collateral and/or performing environmental site
            assessments. All fees and expenses incurred by the Bank in
            connection with such inspections, appraisals and site assessments
            shall be payable by the Borrower to the Bank upon demand, and until
            paid in full, shall be secured by the Bank's security interests.

VII. EVENTS OF DEFAULT.

      THE ITEMIZATION OF THE FOLLOWING EVENTS OF DEFAULT DOES NOT CHANGE THE
      PRE-CONVERSION DATE DEMAND NATURE OF THE OBLIGATIONS EVIDENCED BY THIS
      AGREEMENT AND THE NOTE


                                       13
<PAGE>

      1.    Listing of Events of Default. The happening of any of the following
            events or conditions with respect to the Borrower, individually and
            collectively, shall constitute an "Event of Default":

            a.    any representation or warranty made herein or in any report,
                  certificate, financial statement or other instrument furnished
                  in connection with this Agreement or the Loan shall prove to
                  be false or misleading in any material respect;

            b.    failure to pay the principal of, or interest on, the Note or
                  any other indebtedness of the Borrower to the Bank, within ten
                  (10) days from the date the same or any installment thereof
                  shall become due and payable, whether at the due date thereof
                  or at a date fixed for prepayment or by acceleration or
                  otherwise;

            c.    default in the due observance or performance of any other
                  covenant, condition or agreement contained in this Agreement,
                  any of the other Loan Documents, or in any other agreement or
                  document evidencing or pertaining to Obligations, and such
                  other default shall remain unremedied for ten (10) days;

            d.    the acceleration of the maturity of any of the Borrower's
                  indebtedness other than to the Bank;

            e.    involvement in financial difficulties as evidenced by:

                  i.    an attachment made on the Borrower's property or assets
                        which remains unreleased for a period in excess of
                        forty-five (45) days; or

                  ii.   the inability to pay its debts (including without
                        limitation taxes) generally as they become due; or

                  iii.  the appointment or authorization of a custodian as
                        defined in the Bankruptcy Code; provided, however, that
                        in the case of the appointment of a receiver in an
                        involuntary proceeding such appointment continues in
                        effect and undischarged for a period of thirty (30)
                        days; or

                  iv.   the entry of an order for relief in a voluntary case
                        under any chapter of the Bankruptcy Code; or

                  v.    the filing of an involuntary petition under any chapter
                        of the Bankruptcy Code, which petition remains
                        undismissed for a period of thirty (30) days; or

                  vi.   any other judicial modification or adjustment of the
                        rights of Borrower's creditors;

            f.    final judgment for the payment in excess of an aggregate of
                  Ten Thousand Dollars ($10,000.00) shall be rendered against
                  the Borrower and the same shall remain undischarged for a
                  period of thirty (30) consecutive days during which execution
                  shall not be effectively stayed;

            g.    any transfer (which shall include, without limitation, by
                  sale, exchange, gift, pledge, hypothecation, or by other means
                  except


                                       14
<PAGE>

                  transfers by operation of law) to any person who is not
                  presently a shareholder of a corporate Borrower or the spouse
                  or child of a shareholder of a corporate Borrower of any
                  voting capital stock of the Borrower, except any transfers of
                  such shares upon the death of a shareholder either by will or
                  by intestacy;

            h.    any transfer (as defined in (g)) to any person who is not
                  presently a partner of a partnership Borrower or the spouse or
                  child of a partner of a partnership Borrower of any
                  partnership interest in the Borrower, except any transfer of
                  such interest upon the death of a partner either by will or
                  intestacy,

            i.    any transfer (as defined in (g)) to any person who is not
                  presently a member of a limited liability company Borrower or
                  the spouse or child of a member of a limited liability company
                  Borrower of any membership interest in the Borrower, except
                  any transfer of such interest upon the death of a member
                  either by will or intestacy;

            j.    in the case of a trust Borrower, (i) any change in the
                  beneficiaries of the trust; (ii) any dilution of the
                  beneficial interest of one or more of the beneficiaries; or
                  (iii) any change in the trustee or trustees;

            k.    the suspension of business for cause, other than strike,
                  casualty or other cause beyond the Borrower's control and in
                  the event of such suspension for cause beyond the Borrower's
                  control, failure to resume operations as soon as possible;

            l.    dissolution or termination of the legal existence of the
                  Borrower;

            m.    participation in any illegal activity or in any activity,
                  whether or not related to the business of the Borrower, that
                  may subject the assets of the Borrower to (i) a restraining
                  order or any form of injunction issued by any federal or state
                  court, or (ii) seizure, forfeiture or confiscation by any
                  federal or state governmental instrumentality;

            n.    if the Bank believes in good faith, at any time, that either
                  (a) the prospect of the Borrower's (i) repayment of the Loan
                  or payment of any of its other obligations under the Loan
                  Documents or (ii) performance of its duties thereunder is
                  impaired or (b) there is any Material Adverse Change; or

            o.    with respect to any guaranty and/or subordination agreement
                  included in the Loan Documents, the failure of the same to
                  remain in full force and effect until the Loan is paid in full
                  and this Agreement is terminated.

      2.    Certain Cross-Defaults. The happening of any event or condition set
            forth in subsection l(e), (f), (l), or (m) above, with respect to a
            general partner of a partnership Borrower or any guarantor of the
            Loan shall likewise constitute an Event of Default.

      3.    Termination of Commitment; Acceleration. If an Event of Default
            occurs prior to the Conversion Date, the Bank, at its option, may
            (i) make


                                       15
<PAGE>

            demand for payment of the entire outstanding principal balance and
            all accrued interest on account of the advances (the Bank having the
            right at all times, whether or not an Event of Default has occurred,
            to make such demand); and (ii) tenninate the Bank's commitment to
            make advances under this Agreement (provided, however, that if the
            Bank shall exercise its discretionary right to make demand, such
            demand shall also terminate the Bank's commitment to make advances,
            whether or not an Event of Default has occurred). If an Event of
            Default occurs from and after the Conversion Date, the Bank may
            declare all Obligations to be immediately due and payable.

VIII. MISCELLANEOUS.

      1.    Waiver of Event of Default. No delay in terminating the Bank's
            commitment under this Agreement and/or in making demand shall affect
            the rights of the Bank later to take such action with respect
            thereto, and no waiver as to one Event of Default shall affect
            rights as to any other default.

      2.    Notices. Except as otherwise specifically provided for herein, any
            notice, demand or communication hereunder shall be given in writing
            (including facsimile transmission or telex) and mailed or delivered
            to each party at its address set forth below, or, as to each party,
            at such other address as shall be designated by such party by a
            prior notice to the other party in accordance with the terms of this
            provision. Any notice to the Borrower shall be sent as follows:
            MIKRON INSTRUMENT COMPANY, INC., 16 THORNTON ROAD, OAKLAND, NJ
            07436-3116. All notices hereunder shall be effective upon the
            earliest to occur of (i) five (5) business days after such notice is
            mailed, by registered or certified mail, postage prepaid (return
            receipt requested), (ii) upon delivery by hand, (iii) upon delivery
            if delivered by overnight courier (such delivery to be evidenced by
            the courier's records), and (iv) in the case of any notice or
            communication by telex or telecopy, on the date when sent.

      3.    Survival. This Agreement and all covenants, agreements,
            representations and warranties made herein and in the certificates
            delivered pursuant hereto shall survive any making by the Bank of
            the Loan and the execution and delivery of any Loan Documents and
            shall continue in full force and effect until this Agreement is
            terminated and all the Obligations are paid in full.

      4.    Legal Fees and Expenses; Service Fees. The Borrower will pay all
            expenses incurred by the Bank in connection with the preparation of
            the Loan Documents, the making of the Loan, and the enforcement of
            the rights of the Bank in connection with this Agreement, any of the
            other Loan Documents and the Loan, including, but not limited to,
            the reasonable fees of its counsel (which may include costs
            allocated by the Bank's internal legal department), plus the
            disbursements of said counsel. Borrower further agrees to pay to the
            Bank on demand all reasonable fees,


                                       16
<PAGE>

            costs and expenses incurred by the Bank in connection with the
            administration of the Loan, including, without limitation, overnight
            courier fees, lien search fees, and filing and recording fees.

                  The Borrower agrees to pay on demand the Bank's service fees
            and charges for administrative costs as in effect from time to time
            (including, without limitation, such fees and charges as may be
            expressly provided for in this Agreement). Any such fee or charge
            may be implemented by the Bank from time to time or, in the case of
            any such existing fee or charge, the amount thereof may be increased
            by the Bank from time to time, in each instance, in or to such
            amount as the Bank in its sole discretion deems reasonable.

      5.    Choice of Law. This Agreement and all the other Loan Documents shall
            be construed in accordance with and governed by the local laws
            (excluding the conflict of laws rules, so-called) of the State.

      6.    Written Modification and Waiver. No modification or waiver of any
            provision of this Agreement or of any of the other Loan Documents
            nor consent to any departure by the Borrower therefrom shall in any
            event be effective unless the same shall be in writing, and then
            such waiver or consent shall be effective only in the specific
            instance and for the purpose for which given. No notice to or demand
            on the Borrower in any case shall entitle the Borrower to any other
            or further notice or demand in the same, similar or other
            circumstances.

      7.    Accounting Practice. All matters involving accounting practice are
            to be determined both as to classification of items and amounts in
            accordance with generally accepted principles of accounting practice
            consistently applied by the Borrower's accountants in the
            preparation of its previous annual financial statements.

      8.    Documentation. All documents required hereunder shall be in form and
            substance satisfactory to the Bank.

      9.    Replacement Docs. Upon receipt of an affidavit of an officer of Bank
            as to the loss, theft, destruction or mutilation of the Note or any
            security document which is not of public record, and, in the case of
            any such loss, theft, destruction, mutilation, upon cancellation of
            such Note or other security document, Borrower will issue, in lieu
            thereof, a replacement note or other security document in the same
            principal amount thereof and otherwise of like tenor.

      10.   Joint and Several Obligations. If this Agreement is signed by more
            than one Borrower, all obligations of the Borrowers are their joint
            and several obligations, and all references to the Borrower herein
            shall be deemed to refer to each of them, either of them, and all of
            them.

      11.   Unenforceability. In the event any term or provision of this
            Agreement or the application thereof to any person or circumstance
            shall, to any extent, be held invalid or unenforceable, the
            remainder of this Agreement or the application of such term or
            provision to persons or circumstances other


                                       17
<PAGE>

            than those to which it is held invalid or unenforceable, shall be
            valid and enforceable to the fullest extent permitted by law.

      12.   Cumulative Remedies; Setoff. Borrower and any Guarantor hereby grant
            to Bank, a lien, security interest and right of setoff as security
            for all liabilities and obligations to Bank, whether now existing or
            hereafter arising, upon and against all deposits, credits,
            collateral and property, now or hereafter in the possession,
            custody, safekeeping or control of Bank or any entity under the
            control of Fleet Financial Group, Inc., or in transit to any of
            them. At any time, without demand or notice, Bank may set off the
            same or any part thereof and apply the same to any liability or
            obligation of Borrower and any Guarantor even though unmatured and
            regardless of the adequacy of any collateral securing the Loan. ANY
            AND ALL RIGHTS TO REQUIRE BANK TO EXCERCISE ITS RIGHTS OR REMEDIES
            WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR
            TO EXCERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS,
            CREDITS OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE
            HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

      13.   Assignments and Participations. The Borrower agrees that the Bank
            shall have the right at all times to sell all or any portion of the
            Loan and all Loan Documents, and to grant one or more participations
            in the Loan and in all Loan Documents. In connection therewith, the
            Borrower hereby irrevocably authorizes the Bank to deliver to each
            such purchaser, participant and prospective purchaser and
            prospective participant originals and copies of all Loan Documents
            and all financial statements and other credit and factual data from
            time to time in the Bank's possession which relate to the Borrower
            and/or all guarantors, if any, of the Loan. The Borrower further
            agrees that the Bank shall have the right at all times to disclose
            and report to credit reporting agencies such information pertaining
            to the Borrower and/or all guarantors, if any, as is consistent with
            the Bank's policies and practices from time to time in effect.

      14.   Pledge to Federal Reserve. Bank may at any time pledge all or any
            portion of its rights under the loan documents including any portion
            of the promissory note to any of the twelve (12) Federal Reserve
            Banks organized under Section 4 of the Federal Reserve Act, 12
            U.S.C. Section 341. No such pledge or enforcement thereof shall
            release Bank from its obligations under any of the loan documents.

      15.   Maximum Rate of Interest. All provisions of this Agreement are
            expressly subject to the condition that in no event, whether by
            reason of acceleration of the maturity of the Loan or otherwise,
            shall the amount paid or agreed to be paid to the Bank hereunder and
            deemed interest under applicable law exceed the maximum rate of
            interest on the unpaid principal balance of the Loan allowed by
            applicable law (the "Maximum


                                       18
<PAGE>

            Allowable Rate"), which shall mean the law in effect on the date of
            this Agreement, except that if there is a change in such law which
            results in a higher Maximum Allowable Rate being applicable to this
            Agreement, then this Agreement shall be governed by such amended law
            from and after its effective date. In the event that fulfillment of
            any provision of this Agreement results in the interest rate
            hereunder being in excess of the Maximum Allowable Rate, the
            obligation to be fulfilled shall automatically be reduced to
            eliminate such excess. If, notwithstanding the foregoing, the Bank
            receives an amount which under applicable law would cause the
            interest rate set forth in this Agreement to exceed the Maximum
            Allowable Rate, the portion thereof which would be excessive shall
            automatically be applied to and deemed a prepayment of the unpaid
            principal balance of the Loan and not a payment of interest.

      16.   WAIVER OF JURY TRIAL THE BORROWER WAIVES ANY RIGHTS IT MAY HAVE TO A
            TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS
            AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS, AND AGREES THAT ANY
            SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

      17.   Jurisdiction and Venue. The Borrower irrevocably consents that any
            legal action or proceeding against it or any of its property with
            respect to any matter arising under or relating to this Agreement
            and the other Loan Documents may be brought in any court of the
            State, or any Federal Court of the United States of America located
            in the State, as the Bank may elect, and by execution and delivery
            of this Agreement the Borrower hereby submits to and accepts with
            regard to any such action or proceeding, for itself and in respect
            of its property, generally and unconditionally, the jurisdiction of
            the aforesaid courts. The Borrower further irrevocably consents to
            the service of process in any such action or proceeding by the
            mailing of copies thereof by registered or certified mail, postage
            prepaid, to the Borrower at its address set forth herein. The
            foregoing, however, shall not limit the Bank's rights to serve
            process in any other manner permitted by law or to bring any legal
            action or proceeding or to obtain execution of judgment in any other
            jurisdiction. The Borrower irrevocably waives any objection which it
            may now or hereafter have to the laying of the venue of any suit,
            action or proceeding arising out of or relating to this Agreement
            and the other Loan Documents, and further irrevocably waives any
            claim that the State is not a convenient forum for any such suit,
            action or proceeding.

      18.   Presentment; Etc. The Borrower waives presentment, notice of
            dishonor, protest, notice of non-payment, and (from and after the
            Conversion Date) demand and other notice of any kind.

      19.   Debit. The Borrower hereby irrevocably authorizes the Bank and any
            subsequent holder of the Note, both before and after demand, to
            debit any


                                       19
<PAGE>

            of the Borrower's business accounts maintained with the Bank (or
            subsequent holder for all sums (including without limitation
            principal, interest, late fees, and other fees) payable from time to
            time under this Agreement and the other Loan Documents. In addition,
            if the Borrower has signed a separate authorization, the Bank is
            authorized to initiate ACH debit transfers for the Loan payments and
            on the business account(s) specified in the authorization. These
            provisions shall not obligate the Bank to create or allow any
            overdraft, and such authority shall not relieve the Borrower of the
            obligation to assure that payments are made when due.

      20.   Integration. The Loan Documents supersede all prior agreements
            between the parties with respect to the Loan, whether oral or
            written, including, without limitation, all correspondence between
            counsel for the respective parties and commitment letters. The Loan
            Documents constitute the entire agreements between the parties with
            respect to the Loan, and the rights, duties, and obligations of the
            par-ties with respect thereto.

      21.   Lender Liability. The Bank shall not be liable for any loss
            sustained by any party resulting from any action, omission, or
            failure to act by the Bank, whether with respect to the exercise or
            enforcement of the Bank's rights or remedies under the Loan
            Documents, the Loan, or otherwise, unless such loss is caused by the
            actual willful misconduct of the Bank conducted in bad faith. IN NO
            EVENT SHALL THE BANK EVER BE LIABLE FOR CONSEQUENTIAL OR PUNITIVE
            DAMAGES, ANY RIGHT OR CLAIM THERETO BEING EXPRESSLY AND
            UNCONDITIONALLY WAIVED.

      22.   Bank's Decisional Standards. To the extent that applicable laws
            require the Bank's actions or decisions under the Loan Documents to
            be conducted in good faith, the term "good faith" shall be defined
            (using a subjective standard) as honesty in fact with regard to the
            conduct or transaction concerned based upon the facts and
            circumstances actually known to the individual(s) acting for the
            Bank, and such requirement may be satisfied by reliance upon the
            advice of attorneys, accountants, appraisers, architects, engineers,
            or other qualified professionals.

      23.   Descriptive Headings; Context. The captions in this Agreement are
            for convenience of reference only and shall not define or limit any
            provision. Whenever the context requires, reference in this
            Agreement to the neuter gender shall include the masculine and/or
            feminine gender, and the singular number shall include the plural,
            and, in each case, vice versa.

      24.   Acknowledgment of Copy. The Borrower acknowledges that it has
            received a fully executed copy of this Agreement.

IN WITNESS WHEREOF, the Borrower and the Bank, by persons duly authorized, have
executed this Agreement as of _________________, 2000.

WITNESS:


                                       20