Exhibit 10.22

Silicon Valley Bank

Amendment to Loan Documents

|Borrower: |  | Hathaway Corporation
    Hathaway Systems Corporation
    Hathaway Process Instrumentation Corporation
    Hathaway Motion Control Corporation
    Hathaway Industrial Automation, Inc.
    Computer Optical Products, Inc.
    EMOTEQ Corporation
|--------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date:     |  | July 10, 2002                                                                                                                                                                                                                                     

THIS AMENDMENT TO LOAN DOCUMENTSis entered into between SILICON VALLEY BANK ("Silicon") and the borrower named above (jointly and
severally, "Borrower").

The
Parties agree to amend the Loan and Security Agreement between them, dated May 7, 1998 (the "Loan Agreement"), as follows, effective as of the date hereof. (Capitalized terms
used but not defined in this Amendment shall have the meanings set forth in the Loan Agreement.)

Borrower
has advised Silicon that pursuant to the terms and conditions of that certain Stock Purchase Agreement dated July 8, 2002 among Motor ProductsOwosso
Corporation ("MPOwosso"), Motor ProductsOhio Corporation ("MPOhio"), Owosso Corporation ("Owosso") and Hathaway Motion Control Corporation ("HMCC") (the
"Acquisition Agreement"), HMCC will acquire all of the issued and outstanding capital stock of each of MPOwosso and MPOhio (the "Acquisition").

As
a result of the Acquisition, the following are to occur: (i) Owosso will sell and transfer to HMCC all of the issued and outstanding capital stock of each of
MPOwosso and MPOhio, (ii) HMCC will pay to Owosso $11,500,000 in cash and issue in favor of Owosso a promissory note in the original principal amount of $300,000 (the
"Note"), (iii) the Note will be guaranteed by the unsecured guaranty of Hathaway Corporation in favor of Owosso, and (iv) each of MPOwosso and MPOhio
will become a wholly-owned subsidiary of HMCC.

The
Borrower is prohibited from entering into the Acquisition pursuant to the terms of Section 5.5(ii) of the Loan Agreement, absent compliance with the terms of
Section 5 of the Loan Agreement.

1.    Limited Waiver re Acquisition.Silicon and Borrower agree that the prohibition set forth in
Section 5.5(ii) of the Loan Agreement is hereby waived with respect to the Acquisition only, and that Silicon hereby consents to the Acquisition in accordance with the terms described
above subject to Borrower's sale of its power and process business (excluding the calibrator product line) as provided for in that certain Asset Purchase Agreement dated May 17, 2002 by and
between Hathaway Systems Corporation, Hathaway Industrial Automation, Inc., Hathaway Process Instrumentation Corporation, Hathaway Systems, Ltd., Hathaway Corporation, Qualitrol Power
Products, LLC and Danaher UK Industries Limited and Borrower's receipt therefrom of proceeds in the amount of at least $5,000,000. The parties hereto further acknowledge that notwithstanding anything
to the contrary in the Acquisition Agreement, Silicon does not hereby consent to the granting of any lien or security interest by Borrower to Owosso in the Collateral. It is also understood by the
parties hereto, however, that such waivers do

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not constitute a waiver of any other provision or term of the Loan Agreement or any related document, nor an agreement to waive in the future these covenants or any other provision or term of the
Loan Agreement or any related document and that nothing herein is to be deemed a waiver of Silicon's right to require that MPOwosso and MPOhio be made
co-Borrowers under the Loan
Agreement (if deemed necessary by Silicon Valley Bank in its discretion) and to require MPOwosso and MPOhio to execute all documents related thereto deemed necessary by
Silicon.

2.    Modified Section 6.1.Section 6.1 of the Loan Agreement is hereby amended in its entirety to
read as follows:



3.    Modified Maturity Date.Section 4 of the Schedule to Loan and Security Agreement is hereby amended to
read as follows:



4.    Modified Definition of Eligible Inventory.The definition of "Eligible Inventory" which currently reads as
follows:



is
hereby amended to read as follows:



5.    Modified Credit Limit.Section 1 of the Schedule, entitled "Credit Limit", is hereby amended to read
as follows:



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6.    Amendment of Streamline Facility Agreement.In the Streamline Facility Agreement, the paragraph immediately
following paragraph 2, which currently reads as follows



is
hereby deleted.

7.    Modified Covenant Regarding Banking Relationship.The covenant entitled "Banking Relationship" set forth in
Section 9 of the Schedule to Loan and Security Agreement which currently reads as follows:



is
hereby amended to read as follows:



8.    Dissolution of Tate Integrated Systems, Inc.Borrower represents and warrants to Silicon that Tate
Integrated Systems, Inc. was dissolved pursuant to a Consent to Action by its Board of Directors dated December 20, 1999 and a Consent to Action by its Sole Shareholder dated
December 20, 1999 and the Articles of Dissolution of Tate Integrated Systems, Inc. filed in the Office of the Colorado Secretary of State on February 17, 2000. Borrower represents
and warrants that Tate Integrated Systems, Inc. does
not and shall not carry on any business except as is appropriate to wind up and liquidate its business and affairs.

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9.    Representations True.Borrower represents and warrants to Silicon that all representations and warranties set
forth in the Loan Agreement, as amended hereby, are true and correct.

10.    General Provisions.This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement
signed by Silicon and Borrower, and the other written documents and agreements between Silicon and Borrower set forth in full all of the representations and agreements of the parties with respect to
the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly
amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Silicon and Borrower shall continue in full force and effect and the same are hereby
ratified and confirmed.

|Borrower:                    |  | Silicon:                                    
|---------------------------- |  | --------------------------------------------
|HATHAWAY CORPORATION         |  | SILICON VALLEY BANK                         
|By                           |  |                                             
|                             |  | President or Vice President                 
|By                           |  | Secretary or Ass't Secretary                
|Borrower:                    |  | Borrower:                                   
|HATHAWAY SYSTEMS
CORPORATION |  | HATHAWAY PROCESS
INSTRUMENTATION CORPORATION
|By                           |  | President or Vice President                 
|By                           |  | Secretary or Ass't Secretary                

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|Borrower:                           |  | Borrower:                           
|----------------------------------- |  | ------------------------------------
|HATHAWAY MOTION CONTROL
CORPORATION |  | HATHAWAY INDUSTRIAL
AUTOMATION, INC.
|By                                  |  | President or Vice President         
|By                                  |  | Secretary or Ass't Secretary        
|Borrower:                           |  | Borrower:                           
|COMPUTER OPTICAL PRODUCTS, INC.     |  | EMOTEQ CORPORATION                  
|By                                  |  | President or Vice President         
|By                                  |  | Secretary or Ass't Secretary        

GUARANTOR'S CONSENT

The undersigned acknowledges that his consent to the foregoing Agreement is not required, but the undersigned nevertheless does hereby consent to the foregoing
Agreement and to the documents and agreements referred to therein and to all future modifications and amendments thereto, and any termination thereof, and to any and all other present and future
documents and agreements between or among the foregoing parties. Nothing herein shall in any way limit any of the terms or provisions of the Continuing Guaranty of the undersigned, all of which are
hereby ratified and affirmed.

|Guarantor:           |  | Guarantor:                  
|-------------------- |  | ----------------------------
|HATHAWAY CORPORATION |  | HATHAWAY SYSTEMS CORPORATION
|By                   |  | President or Vice President 
|By                   |  | Secretary or Ass't Secretary

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|Guarantor:                                   |  | Guarantor:                         
|-------------------------------------------- |  | -----------------------------------
|HATHAWAY PROCESS
INSTRUMENTATION CORPORATION |  | HATHAWAY MOTION CONTROL
CORPORATION
|By                                           |  | President or Vice President        
|By                                           |  | Secretary or Ass't Secretary       
|Guarantor:                                   |  | Guarantor:                         
|HATHAWAY INDUSTRIAL
AUTOMATION, INC.         |  | COMPUTER OPTICAL PRODUCTS, INC.    
|By                                           |  | President or Vice President        
|By                                           |  | Secretary or Ass't Secretary       
|Guarantor:                                   |  |                                    
|EMOTEQ CORPORATION                           |  |                                    
|By                                           |  | President or Vice President        
|By                                           |  | Secretary or Ass't Secretary       

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