VOTING AGREEMENT, dated as of February 17, 2000, by and among (1) AXESS
CORPORATION,   a  Delaware  corporation  (the  "Stockholder"),   (2)  RHEOMETRIC
SCIENTIFIC,  INC., a New Jersey  corporation ("the Company"),  and (3) ANDLINGER
CAPITAL XXVI LLC, a Delaware  limited  liability  company (the  "Investor"),  as
amended,   supplemented   or  otherwise   modified   from  time  to  time  (this
"Agreement").

                              W I T N E S S E T H:

         WHEREAS, the Stockholder, Rheometric and the Investor have entered into
a  Securities  Purchase  Agreement,  dated as of February  17, 2000 (as amended,
supplemented or otherwise modified, the "Securities Purchase Agreement");

         WHEREAS,  it is contemplated in the Securities  Purchase Agreement that
promptly  after the Closing (as defined in the Securities  Purchase  Agreement),
the Company  will submit to its  stockholders  for  approval  (the  "Stockholder
Approval")  proposals to (i) increase the authorized  number of shares of Common
Stock of the Company to  49,000,000  shares and (ii)  authorize  the issuance of
1,000,000  shares of Preferred Stock as contemplated in the Securities  Purchase
Agreement;

         WHEREAS,  it is a  condition  to the  Closing  that the  parties to the
Securities  Purchase Agreement enter into a stockholder's  voting agreement with
respect to certain  matters  relating  to shares of Common  Stock of the Company
owned or to be owned by the  Stockholder  and the  Investor  and  including  the
agreement of the Stockholder and the Investor to vote their respective shares in
favor of the matters submitted for Stockholder Approval.

         NOW,  THEREFORE,  in consideration of the mutual benefits to be derived
and the conditions and promises  herein  contained,  and intending to be legally
bound hereby,  the Company,  the  Stockholder  and the Investor hereby adopt and
approve this Agreement and agree as follows:

         1.  Representations  and  Warranties.  Each of the  Stockholder and the
Investor  represents and warrants to the other that this Agreement has been duly
executed  and  delivered  by it and  constitutes  the legal,  valid and  binding
obligation of it,  enforceable  in accordance  with its terms,  except as may be
limited by  bankruptcy,  reorganization,  insolvency and similar laws of general
application relating to or affecting the enforcement of rights of creditors.

         2. Right to Vote Shares and Voting of Shares.  Each of the  Stockholder
and the Investor shall:

         (a) vote all of the  Shares  now or  hereafter  owned by it in favor of
increasing  the  authorized  number of shares of Common  Stock of the Company to
49,000,000  shares  (i)  at  any  meeting  of the  stockholders  of the  Company
(including any  postponements  or  adjournments  thereof) called or held for the
purpose of acting  upon and  obtaining  the  authorization  and  approval of the
stockholders  of the  Company to  increase  the  authorized  number of shares of
Common  Stock of the Company to  49,000,000  shares,  and/or  (ii) by  executing
written  consents  to action  taken  without a meeting for the purpose of acting
upon and obtaining the  authorization


<PAGE>


and  approval of the  stockholders  of the Company to  increase  the  authorized
number of shares of Common Stock of the Company to 49,000,000 shares; and

         (b) to vote all of the Shares now or hereafter  owned by it in favor of
authorizing the issuance of the Preferred  Stock  contemplated in the Securities
Purchase  Agreement  (i)  at any  meeting  of the  stockholders  of the  Company
(including any  postponements  or  adjournments  thereof) called or held for the
purpose of acting  upon and  obtaining  the  authorization  and  approval of the
stockholders  of the Company to authorize  the issuance of the  Preferred  Stock
contemplated  in the  Securities  Purchase  Agreement,  and/or (ii) by executing
written  consents  to action  taken  without a meeting for the purpose of acting
upon and obtaining the  authorization  and approval of the  stockholders  of the
Company to authorize the issuance of the  Preferred  Stock  contemplated  in the
Securities Purchase Agreement.

         (c) without  limitation to the generality of the preceding  clauses (a)
and  (b),  to vote  all of the  Shares  now or  hereafter  owned  by it,  or the
Investor, with all power the undersigned would possess if personally present, in
the discretion of such proxies, for or against matters or proposals submitted to
the stockholders of the Company for their  consideration or approval  reasonably
incidental to the furtherance of the matters set forth in classes (a) and (b) of
this Section 2.

         3. Certain Covenants. Neither the Stockholder nor the Investor shall or
shall agree or contract to,  sell,  assign,  transfer or  otherwise  dispose of,
grant any option with respect to,  pledge or grant any  security  interest in or
otherwise encumber any of the Shares or any interest therein,  or (except as may
be expressly permitted herein) grant to any other person any proxy, power, right
or  authorization  to  vote  the  Shares  or to  give  any  consent,  waiver  or
ratification  in respect of the Shares or otherwise to act with respect  thereto
during the term of this Agreement.

         4. Miscellaneous.

         (a) Shares.  For purposes of this  Agreement,  the term "Shares"  shall
include any shares of the capital stock or securities of the Company  (including
without  limitation any  securities  into which the shares shall be converted or
exchanged),  any securities  convertible  into or exchangeable for shares of the
capital  stock or  securities  of the  Company  and any  rights  or  options  to
subscribe  for or to purchase  shares of the capital  stock or securities of the
Company,  and any of the  foregoing of or with  respect to any  successor of the
Company,  to which the  Stockholder  or the Investor,  as the case may be, shall
hereafter be entitled to receive or which they shall receive in any transaction.

         (b) Entire  Agreement.  This  Agreement  contains the entire  Agreement
between the parties hereto with respect to the transactions contemplated by this
Agreement and supersedes all prior  arrangements or understandings  with respect
thereto.

         (c) Descriptive  Headings.  The descriptive  headings of this Agreement
are for  convenience  only and  shall  not  control  or affect  the  meaning  or
construction of any provision of this Agreement.


                                     - 2 -


<PAGE>


         (d) Notices.  All notices or other communications which are required or
permitted  hereunder  shall be in writing and  sufficient  if  delivered  in the
manner provided in the Securities  Purchase  Agreement.  Any party may by notice
change  the  address  to which  notice or other  communications  to it are to be
delivered or mailed.

         (e) Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the State of New Jersey  (other  than the choice of
law principles  thereof).  Any action, suit or other proceeding initiated by any
party hereto  against any other party hereto  under or in  connection  with this
Agreement  may be  brought  in any  Federal  or state  court in the State of New
Jersey,  as the party  bringing  such action,  suit or  proceeding  shall elect,
having jurisdiction over the subject matter thereof.  Each of the parties hereto
submit  themselves to the  jurisdiction of any such court and agree that service
of process on them in any such action, suit or proceeding may be effected by the
means by which notices are to be given to it under this Agreement.

         (f) Remedies. The parties hereto acknowledge that the remedy at law for
any breach of the  obligations  undertaken by the parties  hereto is and will be
insufficient  and  inadequate  and that the parties  hereto shall be entitled to
equitable  relief, in addition to remedies at law. In the event of any action to
enforce the  provisions of this  Agreement,  the parties  hereto shall waive the
defense that there is an adequate remedy at law. The parties hereto  acknowledge
that the benefits to be obtained by the parties  hereto are unique and cannot be
readily obtained on the open market. Without limiting any remedies any party may
otherwise have, in the event any party refuses to perform its obligations  under
this Agreement, the other parties shall have, in addition to any other remedy at
law or in equity, the right to specific performance.

         (g)  Illegalities.  In the event that any  provision  contained in this
Agreement  shall be determined to be invalid,  illegal or  unenforceable  in any
respect for any reason,  the validity,  legality and  enforceability of any such
provision in every other respect and the remaining  provisions of this Agreement
shall not, at the election of the party for whose benefit the provision  exists,
be in any way impaired.

         (h)  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.

         (i)  Further  Actions.  From  time to time,  as and when  requested  by
Stockholder or the Investor, the Stockholder, the Investor and the Company shall
execute and deliver,  or cause to be executed and delivered,  all such documents
and instruments and shall take, or cause to be taken,  all such further or other
actions as are  reasonably  necessary  or  desirable to carry out the intent and
purposes of this  Agreement  and to  consummate  the  transactions  contemplated
thereby.

         (j)  Termination.  This Agreement  shall terminate as of the earlier of
(i) the effectiveness of the corporate action referred to in Section 2, (ii) the
termination of the Securities Purchase Agreement, or (iii) the tenth anniversary
of the date of this Agreement.


                                     - 3 -


<PAGE>


         (k) Amendments and Waivers. Any term or provision of this Agreement may
be waived at any time by the party which is entitled  to the  benefits  thereof,
and any term or provision of this  Agreement may be amended or  supplemented  at
any time by the mutual consent of the Stockholder, the Investor and the Company,
except  that  any  waiver  of  any  term  or  condition,  or  any  amendment  or
supplementation, of this Agreement shall be effective only if in writing.


                                     - 4 -


<PAGE>


         IN WITNESS  WHEREOF,  the undersigned  have executed and delivered this
Agreement as of the 17th day of February, 2000.


                                             AXESS CORPORATION



                                             By:  /s/ Richard J. Giacco
                                                  -----------------------------
                                                  Name:  Richard J. Giacco
                                                  Title: President


                                             RHEOMETRIC SCIENTIFIC, INC.



                                             By:  /s/ Richard J. Giacco
                                                  -----------------------------
                                                  Name:  Richard J. Giacco
                                                  Title:  Vice President



                                             ANDLINGER CAPITAL XXVI LLC


                                             By:  /s/ Merrick G. Andlinger
                                                  -----------------------------
                                                  Name:  Merrick G. Andlinger
                                                  Title: Authorized Signatory