STOCKHOLDERS' AGREEMENT


         This is a STOCKHOLDERS' AGREEMENT  ("Agreement"),  dated March 6, 2000,
among  RHEOMETRIC  SCIENTIFIC,  INC., a New Jersey  corporation (the "Company"),
ANDLINGER CAPITAL XXVI LLC, a Delaware limited  liability company  ("Investor"),
and  AXESS  CORP.  ("AXESS").  Investor  and  Axess are  sometimes  referred  to
hereinafter   individually   as  a   "Stockholder"   and   collectively  as  the
"Stockholders."

                                   Background
                                   ----------

         The  Company,  Axess and the  Investor  have  entered into a Securities
Purchase Agreement dated the date hereof (the "Securities  Purchase  Agreement")
pursuant  to  which,  among  other  things,  the  Company,  (i) will sell to the
Investor, and the Investor will purchase from the Company, certain shares of and
Warrants for Common Stock of the Company,  and (ii) will issue to Axess Warrants
for certain  shares of the  Company's  Convertible  Redeemable  Preferred  Stock
("Preferred Stock"),  upon the terms and subject to the conditions set forth in,
the  Securities  Purchase  Agreement.  Capitalized  terms not otherwise  defined
herein  shall have the  meanings  given such  terms in the  Securities  Purchase
Agreement.

         The Stockholders wish to enter into this Agreement to set forth,  among
other things,  certain  limitations with respect to their ownership and transfer
of Securities upon the terms and subject to the conditions set forth herein.

                                      Terms
                                      -----

         In  consideration  of the promises,  covenants and agreements set forth
herein and in the Securities Purchase Agreement, and for other good and valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
each of the parties  hereto,  intending to be legally  bound  hereby,  agrees as
follows:

                                 ARTICLE I. Term

         Section 1. Term.  This Agreement  shall become  effective  concurrently
with the closing of the  transactions  contemplated  by the Securities  Purchase
Agreement and shall remain in effect for a period of ten years  thereafter (such
period being the "Term")  subject to earlier  termination as provided in Section
7.

                              ARTICLE II. Covenants

         Section  2.  Covenants.  During  the Term,  without  the prior  written
consent of each of the other  Stockholders  party hereto,  no Stockholder or any
Permitted Transferee of such Stockholder shall Transfer any Securities, except

         (a) in the  public  market in  open-market  sales  made  pursuant  to a
registration   statement  filed  in  connection  with  "demand"  or  "piggyback"
registration  rights in  transactions  registered  under the  Securities Act and
effected after the first  anniversary of the Closing Date in accordance with the
terms of the Registration Rights Agreement;


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         (b) pursuant to an exemption from registration under Rule 144 under the
Securities  Act in  transactions  effected  after the first  anniversary  of the
Closing Date;

         (c) to a Permitted Transferee;

         (d) pursuant to a tender offer made to all the holders of the Company's
Common Stock;

         (e) as collateral  security in a bona fide  arm's-length loan or credit
transaction,  provided  the  Stockholder  retains  the  authority  to vote  such
securities in the absence of any default thereunder; and

         (f) pursuant to any  transaction  approved by the  stockholders  of the
Company (including,  without limitation,  the reincorporation of the Corporation
from New Jersey to Delaware, the "Reincorporation").

         Section 3. Certain Transferees To Be Bound. No Stockholder or Permitted
Transferee  may  effect any  Transfer  to a  Permitted  Transferee  unless  such
Permitted  Transferee  executes an  agreement  pursuant to which such  Permitted
Transferee  agrees  to be bound by the terms and  provisions  of this  Agreement
applicable  to the  transferor.  Any  purported  Transfer in  violation  of this
Section 2 shall be null and void and of no force and  effect  and the  purported
transferee shall have no rights or privileges in or with respect to the Company.
The Company shall not register or record or permit a transfer  agent to register
or record on the stock record books of the Company any  purported  Transfer to a
Permitted  Transferee  unless  and  until it has  received  evidence  that  such
Transfer  and the  parties  thereto  have  complied  with this  Section  3. Each
Stockholder  acknowledges  that the shares of Common  Stock  issued to it in the
Reincorporation shall continue to be bound by the restrictions set forth in this
Agreement,  and agrees to enter into a stockholders  agreement in  substantially
the form of this Agreement  effective upon the  Reincorporation  with respect to
such shares of Common Stock issued to such Stockholder.

         Section  4.  Other   Restrictions  May  Apply.  Each  Stockholder  (and
Permitted  Transferee who becomes subject to this Agreement)  acknowledges  that
the  restrictions  set forth herein are in furtherance  and not in limitation of
any other  restrictions  that may be imposed by the Securities Act, the Exchange
Act or  other  U.S.  federal  securities  laws  and the  rules  and  regulations
thereunder,  state securities laws and the rules and regulations thereunder, any
other  governmental  authority or any rules and  regulations of The Nasdaq Stock
Market, Inc. or the National Association of Securities Dealers, Inc.

                            ARTICLE III. Definitions.

         For  purposes of this  Agreement,  the  following  terms shall have the
following meanings:

         Section 1. Affiliate. An "Affiliate" of a person shall have the meaning
set forth in Rule 12b-2 of the Exchange Act as in effect on the date hereof and,
in  addition,  shall  include  "Associates"  (as  defined  in Rule  12b-2 of the
Exchange Act as in effect on the date hereof) of such Person and its Affiliates.


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         Section 2. Common Stock.  "Common Stock" means the common stock, no par
value per share, of the Company.

         Section 3. Exchange Act.  "Exchange Act" means the Securities  Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder as
in effect from time to time.

         Section 4. Permitted  Transferee.  "Permitted  Transferee"  means, with
respect to each of Investor and Axess,

              (a)  in the  case  of  Investor  or any  Permitted  Transferee  of
Investor  or Axess,  as the case may be,  (i) the  members  of  Investor  or the
stockholders  of Axess,  (ii) the spouse or children or  grandchildren  (in each
case,  natural or  adopted)  or any trust for the sole  benefit of the spouse or
children or  grandchildren  (in each case,  natural or adopted) of any member of
Investor   or  the   stockholders   of  Axess,   (iii)  the  heirs,   executors,
administrators  or  personal  representatives  upon the  death of any  member of
Investor or the  stockholders of Axess or upon the incompetency or disability of
any  member  of  Investor  or the  stockholders  of Axess  for  purposes  of the
protection and  management of the assets of such member;  and (iv) any Affiliate
of Investor or its members or of Axess.

         Section  5.  Person.   "Person"  means  any  natural   person,   group,
corporation,  limited  liability  company,  partnership,  business  association,
trust, firm,  government or agency or political  subdivision  thereof,  or other
entity of whatever nature.

         Section  6.  Registration   Rights  Agreement.   "Registration   Rights
Agreement" means the  Registration  Rights Agreement dated the date hereof among
the Company and the Stockholders.

         Section 7. Securities.  "Securities"  means the shares of Common Stock,
the Warrant or the Preferred  Stock, in each case held by any Stockholder or its
Permitted  Transferee and all other securities of the Company (or a successor to
the Company)  received on account of  ownership of such shares of Common  Stock,
including all securities  issued in connection  with any stock  dividend,  stock
distribution,   stock   split,   reverse   stock   split,   stock   combination,
recapitalization,   reclassification,   subdivision,   conversion   or   similar
transaction  in respect  thereof,  including  without  limitation any securities
received on account of such ownership in any merger or consolidation.

         Section 8. Securities Act. "Securities Act" means the Securities Act of
1933, as amended,  and the rules and  regulations  promulgated  thereunder as in
effect from time to time.

         Section 9. Transfer. "Transfer" means the making of any sale, exchange,
assignment,  gift,  security  interest,  pledge  or  other  encumbrance,  or any
contract  therefor,  any voting  trust or other  agreement or  arrangement  with
respect to the transfer of voting rights or any other beneficial interest in any
of the Securities, the creation of any other claim thereto or any other transfer
or  disposition  whatsoever,  whether  voluntary or  involuntary,  affecting the
right,  title,  interest or possession in or to such  Securities  (but excluding
changes in the membership of Investor).


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                            ARTICLE IV.  Miscellaneous

         Section  1.  Legends.  Each  certificate  or  instrument   representing
Securities  subject  to the  terms of this  Agreement  will  bear the  following
legends in addition to any other legend required by law:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
         AND CONDITIONS OF A  STOCKHOLDERS'  AGREEMENT AMONG THE COMPANY AND THE
         HOLDERS SPECIFIED  THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE
         PRINCIPAL  OFFICE  OF  THE  COMPANY.   THE  SALE,   TRANSFER  OR  OTHER
         DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT
         AND THE  SECURITIES  ARE  TRANSFERABLE  ONLY UPON  PROOF OF  COMPLIANCE
         THEREWITH.

         Section  2.  Governing  Law;  Severability.  This  Agreement  shall  be
governed  by the laws of the  State  of New  Jersey  without  giving  effect  to
conflicts of law principles thereof. If any provision of this Agreement shall be
declared  invalid or  unenforceable  by a court of competent  jurisdiction,  the
remaining provisions hereof shall remain valid and shall continue in effect.

         Section 3. Binding Effect on Successor. This Agreement shall be binding
upon and inure to the benefit of the Company and the Stockholders,  and to their
respective  successors  and permitted  assigns,  including any successors to the
Company or the  Stockholders or their  businesses or assets as the result of any
merger, consolidation,  reorganization, transfer of assets or otherwise, and any
subsequent successor thereto,  without the execution or filing of any instrument
or the performance of any act.

         Section 4.  Specific  Performance.  The  Stockholders  and the  Company
acknowledge and agree that irreparable  injury to the other party would occur in
the  event  any of the  provisions  of this  Agreement  were  not  performed  in
accordance  with their specific  terms or were otherwise  breached and that such
injury would not be compensable in damages.  It is accordingly  agreed that each
part hereto (the "Moving  Party") shall be entitled to specific  enforcement of,
and  injunctive  relief to prevent any  violation of the terms  hereof,  and the
other parties hereto will not take action, directly or indirectly, in opposition
to the Moving Party  seeking such relief on the grounds that any other remedy or
relief is available at law or in equity.  The parties further agree that no bond
shall be required as a condition to the granting of any such relief.

         Section  5. No  Waiver.  Any  waiver  by any  party of a breach  of any
provision of this Agreement  shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this  Agreement.  The failure of a party to insist upon strict  adherence to any
term of this Agreement on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement.

         Section 6. Entire Agreement;  Amendments. This Agreement, together with
the  Securities   Purchase  Agreement  and  other  agreements  entered  into  in
connection  herewith and


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therewith,  constitute the entire  understanding  of the parties with respect to
the subject  matter hereof and thereof.  This Agreement may be amended only by a
written  instrument duly executed by the parties or their respective  successors
or assigns. This Agreement shall create any rights on the part of any person not
a party hereto.

         Section 7. Termination.  This Agreement shall terminate upon any merger
involving the Company in which the Company is not the surviving corporation; any
sale of all or  substantially  all of the Company's  assets or in the event that
Investor is the  beneficial  owner of less than 6,300,000  shares  (including as
beneficially owned any shares issuable under the Investor A Warrant, but not the
Investor B Warrant).

         Section 8. Headings.  The section  headings  contained in the Agreement
are for  reference  purposes only and shall not effect in any way the meaning or
interpretation of this Agreement.

         Section 9. Notices. All notices,  requests,  claims,  demands and other
communications  hereunder  shall be in writing  and shall be given (and shall be
deemed to have been duly given upon receipt) by hand delivery,  facsimile,  mail
(registered  or  certified,   postage  prepaid,  return  receipt  requested)  or
recognized  express  carrier or delivery  service to the  respective  parties as
follows:

                           If to the Company, to:

                           Rheometric Scientific, Inc.
                           One Possumtown Road
                           Piscataway, NJ 08854
                           Fax: (732) 560-7451

                           With a copy to:

                           Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                           One Riverfront Plaza
                           Newark, NJ 07102
                           Attention: Jeffrey A. Baumel, Esq.
                           Fax: 973-596-0545

                           if to Investor, to:

                           Andlinger Capital XXVI LLC
                           c/o Andlinger & Company, Inc.
                           303 South Broadway, Suite 229
                           Tarrytown, NY 10591
                           Attention: Stephen A. Magida
                           Fax: 914-332-4977


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                           with a required copy to:

                           Dechert Price & Rhoads
                           30 Rockefeller Plaza
                           New York, NY 10112
                           Attention:  Paul Gluck, Esq.
                           Fax:  212-698-3599

                           If to Axess, to:

                           Axess Corporation
                           100 Interchange Boulevard
                           Newark, DE 19711
                           Attn:  Richard J. Giacco, President
                           Fax: (302) 452-6610


or to such  other  address  as the  Person  to whom  notice  is  given  may have
previously furnished to the others in writing in the manner set forth above.

         Section 10. Further Assurances. From time to time on and after the date
hereof,  the Company and the Stockholders,  as the case may be, shall deliver or
cause to be  delivered  to the other party  hereto such  further  documents  and
instruments  and shall do and cause to be done  such  further  acts as the other
party  hereto  shall  reasonably  request  to  carry  out more  effectively  the
provisions and purposes of this Agreement, to evidence compliance herewith or to
assure that it is protected in acting hereunder.

         Section  11.   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall be deemed one and the same instrument.


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         IN WITNESS WHEREOF, the Company and the Stockholders have executed this
Agreement,  or have caused  this  Agreement  to be  executed by duly  authorized
officers, as of the day and year first above written.


                                         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


                                         AXESS CORP.



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