| **EXHIBIT 10(a)(2)** |
|----------------------|

### **COMMERCIAL SECURITY AGREEMENT**

| **Principal    $5,000,000.00** | **Loan Date    03-26-2001** | **Maturity** | **Loan No** | **Call / Coll** | **Account   8211400008** | **Officer** | **Initials** |
|--------------------------------|-----------------------------|--------------|-------------|-----------------|--------------------------|-------------|--------------|

| References in the shaded area are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.    Any item above containing ” * * * ” has been omitted due to text length limitations. |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Borrower:   Grantor:** | **HICKOK INCORPORATED    10514 DUPONT AVENUE    CLEVELAND, OH 44108-1348   SUPREME ELECTRONICS CORP.   1714 CARROLLTON AVE   GREENWOOD, MS  38930** | **Lender:** | **THE HUNTINGTON NATIONAL BANK    MIDDLEBURG HEIGHTS COMMERCIAL LENDING    P. 0. BOX 1558 - HZ0325    COLUMBUS, OH 43272-4195** |
|--------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|---------------------------------------------------------------------------------------------------------------------------------|

----

**THIS COMMERCIAL SECURITY AGREEMENT dated 4-2-01 , is made and executed among SUPREME ELECTRONICS CORP.(“Grantor”); HICKOK INCORPORATED("Borrower") and THE HUNTINGTON NATIONAL BANK (“Lender”).**

**GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security Interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights which Lender may have by law.**

**COLLATERAL DESCRIPTION.** The word “Collateral” as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement:

**All Inventory, Chattel Paper, Accounts, Equipment and General Intangibles**

  In addition, the word “Collateral” also includes all the following,whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:

>  (A) All accessions, attachments, accessories, tools, parts, supplies,replacements and additions to any of the collateral described herein, whetheradded now or later.  
  (B) All products and produce of any of the property described in this Collateral section.

  (C) All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, or other disposition of any of the property described in this Collateral section.

  (D) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in this Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party’s insurer, whether due to judgment, settlement or other process.

  (E) All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of Grantor’s right, title; and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media.

**CROSS-COLLATERALIZATION**. In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Borrower to Lender, or any one or more of them, as well as all claims byLender against Borrower or any one or more of them, whether now existing orhereafter arising, whether related or unrelated to the purpose of the Note,whether voluntary or otherwise, whether due or not due, direct or indirect,absolute or contingent, liquidated or unliquidated and whether Borrower maybe liable individually or jointly with others, whether obligated as guarantor,surety, accommodation party or otherwise, and whether recovery upon such amountsmay be or hereafter may become barred by any statute of limitations, andwhether the obligation to repay such amounts may be or hereafter may becomeotherwise unenforceable.

**BORROWER’S WAIVERS AND RESPONSIBILITIES**. Except as otherwise requiredunder this Agreement or by applicable law, (A) Borrower agrees that Lenderneed not tell Borrower about any action or inaction Lender takes in connectionwith this Agreement; (B) Borrower assumes the responsibility for being andkeeping informed about the Collateral; and (C) Borrower waives any defensesthat may arise because of any action or inaction of Lender, including withoutlimitation any failure of Lender to realize upon the Collateral or any delayby Lender in realizing upon the Collateral; and Borrower agrees to remainliable under the Note no matter what action Lender takes or fails to takeunder this Agreement.

**GRANTOR’S REPRESENTATIONS AND WARRANTIES**. Grantor warrants that: (A) this Agreement is executed at Borrower’s request and not at the request of Lender; (B) Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender; (C) Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower’s financial condition; and (D) Lender has made no representation to Grantor about Borrower or Borrower’s creditworthiness.

**GRANTOR’S WAIVERS.** Grantor waives all requirements of presentment, protest, demand, and notice of dishonor or non-payment to Borrower or Grantor, or any other party to the Indebtedness or the Collateral. Lender may do any of the following with respect to any obligation of any Borrower, withoutfirst obtaining the consent of Grantor: (A) grant any extension of time forany payment, (B) grant any renewal, (C) permit any modification of paymentterms or other terms, or (D) exchange or release any Collateral or other security.No such act or failure to act shall affect Lender’s rights against Grantoror the Collateral.**RIGHT OF SETOFF**. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor’s accounts with Lender (whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open in thefuture. However, this does not include any IRA or Keogh accounts, or any trustaccounts for which setoff would be prohibited by law. Grantor authorizes Lender,to the extent permitted by applicable law, to charge or setoff all sums owingon the Indebtedness against any and all such accounts.

**GRANTOR’S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL**   .  With respect to the Collateral, Grantor represents and promises toLender  that:

> **Perfection of Security Interest**. Grantor agrees to execute financing statements and to take whatever other actions are requested byLender to perfect and continue. Lender’s security interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note Lender’s interest upon any and all chattel paper if not delivered to Lender for possession by Lender. **This is a continuing Security Agreement andwill continue in effect even though all or any part of the Indebtedness ispald in full and even though for a period of time Grantor may not be indebtedto Lender.**
**Notices to Lender**. Grantor will promptly notify Lender in writing at Lender’s address shown above (or such other addresses as Lender may designate from time to time) prior to any (1) change in Grantor’s name; (2) changein Grantor’s assumed business name(s); (3) change in the management of thecorporation Grantor; (4) change in the authorized signer(s); (5) change inGrantor’s principal office address; (6) conversion of Grantor to a new ordifferent type of business entity; or (7) change in any other aspect of Grantorthat directly or indirectly relates to any agreements between Grantor andLender. No change in Grantor’s name will take effect until after Lender hasbeen notified.

**No Violation.** The execution and delivery of this Agreement willnot violate any law or agreement governing Grantor or to which Grantor isa party, and its certificate or articles of incorporation and bylaws or codeof regulations do not prohibit any term or condition of this Agreement.

**Enforceability of Collateral.**To the extent the Collateral consistsof accounts, chattel paper, or general intangibles, as defined by the UniformCommercial Code, the Collateral is enforceable in accordance with its terms,is genuine, and fully complies with all applicable laws and regulations concerningform, content and manner of preparation and execution, and all persons appearingto be obligated on the Collateral have authority and capacity to contractand are in fact obligated as they appear to be on the Collateral. At thetime any Account becomes subject to a security interest in favor of Lender,the Account shall be a good and valid account representing an undisputed,bona fide indebtedness incurred by the account debtor, for merchandise heldsubject to delivery instructions or previously shipped or delivered pursuantto a contract of sale, or for services previously performed by Grantor withor for the account debtor. So long as this Agreement remains in effect, Grantorshall not, without Lender's prior written consent, compromise, settle, adjust,or extend payment under or with regard to any such accounts. There shallbe no setoffs or counterclaims against any of the Collateral, and no agreementshall have been   

----

----

| **EXHIBIT 10(a)(2) Page 2** |
|-----------------------------|

### **COMMERClAL SECURlTY AGREEMENT    (Continued)**

----

>       made under which any deductions or discounts may be claimed  concerning the Collateral except those disclosed to Lender in writing.      
**Location of the Collateral.** Except in the ordinary course of Grantor's business, Grantor agrees to keep the Collateral (or to the extent the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor's addressshown above or at such locations as are acceptable to Lender. Upon Lender'srequest, Grantor will deliver to Lender in form satisfactory to Lender aschedule of real properties and Collateral locations relating to Grantor'soperations, including without limitation thefollowing: (1) all real propertyGrantor owns or is purchasing; (2) all real property Grantor is renting orleasing; (3) all storage facilities Grantor owns, rents, leases, or uses;and (4) all other properties where Collateral is or may be located.

**Removal of the Collateral.** Except in the ordinary course ofGrantor's business, including the sales on inventory, Grantor shall not removethe Collateral from its existing location without Lender's prior written consent.To the extent that the Collateral consists of vehicles, or other titled property,Grantor shall not take or permit any action which would require applicationfor certificates of title for the vehicles outside the State of Mississippi,without Lender's prior written consent. Grantor shall, whenever requested,advise Lender of the exact location of the Collateral.

**Transactions Involving Collateral.** Except for inventory sold or accounts collected in the ordinary course of Grantor's business, or as otherwise provided for in this agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify asa buyer in the ordinary course of business.  A sale in the ordinary courseof Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumberor otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for onthis Agreement, without the prior written consent of Lender.  This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, thisrequirement shall not constitute consent by Lender to any sale or other disposition.Upon. receipt, Grantor shall immediately deliver any such proceeds to Lender.

**Title.** Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of allliens and encumbrances except for the lien of this Agreement. No financingstatement covering any of the Collateral is on file in any public office otherthan those which reflect the security interest created by this Agreement orto which Lender has specifically consented. Grantor shall defend Lender’srights in the Collateral against the claims and demands of all other persons.

**Repairs and Maintenance.** Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on, or services rendered or material furnished in connection with the Collateral so that no lienor  encumbrance may ever attach to or be filed against the Collateral.

**lnspection of Collateral.** Lender and Lender’s designated representativesand agents shall have the right at all reasonable times to examine and inspectthe Collateral wherever located.

**Taxes, Assessments and Liens.** Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation,upon  this Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender’s interest in the Collateral is not jeopardized in Lender’s sole opinion. If the Collateral is subjected to a lien which is not discharged withinfifteen  (15) days, Grantor shall deposit with Lender cash, a sufficient corporate surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs, attorneys’ fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shall defend itself and Lenderand shall satisfy any final adverse judgment before enforcement against theCollateral. Grantor shall name Lender as an additional obligee under anysurety bond furnished in the contest proceedings.. Grantor further agreesto furnish Lender with evidence that such taxes, assessments, and governmentaland other charges have been paid in full and in a timely manner. Grantor maywithhold any such payment or may elect to contest any lien if Grantor isin good faith conducting an appropriate proceeding to contest the obligationto pay and so long as Lender’s interest in the Collateral is not jeopardized.

**Compliance with Governmental Requirements.** Grantor shall complypromptly with all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral. Grantor may contest in good faithany such law, ordinance or regulation and withhold compliance during any proceeding,including appropriate appeals, so long as Lender’s interest in the Collateral,in Lender’s opinion, is not jeopardized. 

**Hazardous Substances.** Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains a lien on the Collateral, used in violation of any EnvironmentalLaws or for the generation, manufacture, storage, transportation, treatment,disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on Grantor’s due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases andwaives any future claims against Lender for indemnity or contribution inthe event Grantor becomes liable for cleanup or other costs under any Environmental Laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims and losses resulting from a breach of this provision of thisAgreement.  This obligation to indemnify shall survive the payment of theIndebtedness  and the satisfaction of this Agreement.

**Maintenance of Casualty Insurance.** Grantor shall procure andmaintain all risks insurance, including without limitation fire, theft andliability coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least twenty (20) days’ prior written notice to Lender and not including any disclaimer of the insurer’s liability for failure to givesuch  a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by anyact,  omission or default of Grantor or any other person. In connection withall  policies covering assets in which Lender holds or is offered a securityinterest,  Grantor will provide Lender with such loss payable or other endorsementsas Lender may require. If Grantor at any time fails to obtain or maintainany insurance as required under this Agreement, Lender may (but shall notbe obligated to) obtain such insurance as Lender deems appropriate, including if Lender so chooses “single interest insurance,” which will cover onlyLender’s  interest in the Collateral.

**Application of Insurance Proceeds.** Grantor shall promptly notify Lender of any loss or damage to the Collateral. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness, andshall  pay the balance to Grantor. Any proceeds which have not been disbursedwithin  six (6) months after their receipt and which Grantor has not committedto  the repair or restoration of the Collateral shall be used to prepay theIndebtedness.

**Insurance Reserves.** Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be created by monthly payments from Grantor of a sum estimated by Lenderto be sufficient to produce, at least fifteen (15) days before the premiumdue date, amounts at least equal to the insurance premiums to be paid, Iffifteen (15) days before payment is due, the reserve funds are insufficient,Grantor shall upon demand pay any deficiency to Lender. The reserve fundsshall be held by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor’s sole responsibility.

**Insurance Reports.** Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by .Lender (however not more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral.

----

----

| **EXHIBIT 10(a)(2) Page 3** |
|-----------------------------|

### **COMMERClAL SECURlTY AGREEMENT    (Continued)**

----

**LENDER’S EXPENDITURES**. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor’s failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreementor any Related Documents, Lender on Grantor’s behalf may (but shall not beobligated to) take any action that Lender deems appropriate, including butnot limited to discharging or paying all taxes, liens, security interests,encumbrances and other claims, at any time levied or placed on the Collateraland paying all costs for insuring, maintaining and preserving the Collateral.All such expenditures incurred or paid by Lender for such purposes will thenbear interest at the rate charged under the Note from the date incurred orpaid by Lender to the date of repayment by Grantor. All such expenses willbecome a part of the Indebtedness and, at Lender’s option, will (A) be payableon demand; (B) be added to the balance of the Note and be apportioned amongand be payable with any installment payments to become due during either (1,)the term of any applicable insurance policy; or (2) the remaining term ofthe Note; or (C) be treated as a balloon payment which will be due end payableat the Note’s maturity. The Agreement also will secure payment of these amounts.Such right shall be in addition to all other rights and remedies to whichLender may be entitled upon Default.

**DEFAULT.**Each of the following shall constitute an Eventof Default under this Agreement:

> **Payment Default.** Borrower fails to make any paymentwhen due under the Indebtedness.        
**Other Defaults.** Borrower or Grantor fails to comply withor to perform  any other term, obligation, covenant or condition containedin this Agreement  or in any of the Related Documents or to comply with orto perform any term,  obligation, covenant or condition contained in any otheragreement between  Lender and Grantor.

**False Statements.** Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower's or Grantor’sbehalf under this Agreement, the Note, or the Related Documents is false ormisleading in any material respect, either now or at the time made or furnishedbecomes false or misleading at any time thereafter.

**Defective Collateralization.** This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.

**Insolvency.** The dissolution or termination of Borrower'sor Grantor’s  existence as a going business, the insolvency of Borrower orGrantor, the appointment  of a receiver for any part of Borrower's or Grantor’sproperty, any assignment for the benefit of creditors, any type of creditorworkout, or the commencement of any proceeding under any bankruptcy or insolvencylaws by or against Borrower or Grantor.

**Creditor or Forfeiture Proceedings.** Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or Grantor or by any governmentalagency  against any collateral securing the Indebtedness. This includes agarnishment  of any of Borrower's or Grantor’s accounts, including depositaccounts, with Lender. However,  this Event of Default shall not apply ifthere is a good faith dispute by  Borrower or Grantor as to the validity orreasonableness of the claim which is the basis  of the creditor or forfeitureproceeding and if Borrower or Grantor gives Lender written  notice of thecreditor or forfeiture proceeding and deposits with Lender monies or a suretybond for the creditor or forfeiture proceeding, in an amount determined byLender, in its sole discretion, as being an adequate reserve or bond for thedispute.

**Events Affecting Guarantor.** Any of the preceding events occurs with respect to Guarantor of any of the lndebtedness dies or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.

**Adverse Change.** A material adverse change occurs in Borrower'sor Grantor’s  financial condition, or Lender believes the prospect of paymentor performance  of the lndebteidness is impaired.

**Insecurity.** Lender in good faith-believes itself insecure.

> **Accelerate indebtedness.** Lender may declare the entire Indebtedness, including any prepayment penalty which Borrower would be required to pay, immediately due and payable, without notice of any kind to Borrower or Grantor.          
**Assemble Collateral.** Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral.If the Collateral contains other goods not covered by this Agreement at thetime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.

**Sell the Collateral.** Lender shall have full power to sell,lease, transfer, or otherwise deal with the Collateral or proceeds thereofin Lender’s own name or that of Grantor. Lender may sell the Collateral atpublic auction or private sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor reasonable notice of the time after which any private sale or any other intended disposition of the Collateral is to be made. The requirements of reasonable notice shall be met if such notice is given at least fifteen (15) days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing. for sale and selling the Collateral, shall become a part of the Indebtedness secured by thisAgreement  and shall be payable on demand, with interest at the Note ratefrom date of expenditure until repaid.

**Appoint Receiver.** Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender’s right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.

**Collect Revenues, Apply Accounts.** Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s nominee and receive the payments, rents, income, and revenues therefrom and hold the same assecurity for the Indebtedness or apply it to payment of the Indebtedness insuch order of preference as Lender may determine. Insofar as the Collateralconsists of accounts, general intangibles, insurance policies, instruments,chattel paper, chases in action, or similar property, Lender may demand, collect,receipt for, settle, compromise, adjust, sue for, foreclose, or realize onthe Collateral as Lender may determine, whether or not Indebtedness or Collateralis then due, For these purposes, Lender may, on behalf of and in the nameof Grantor, receive, open and dispose of mail addressed to Grantor; changeany address to which mail and payments are to be sent; and endorse notes,checks, drafts, money orders, documents of title, instruments and items pertainingto payment, shipment, or storage of any Collateral. To facilitate collection,Lender may notify account debtors and obligors on any Collateral to makepayments directly to Lender. 

**Obtain Deficiency.** If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower for anydeficiency remaining on the Indebtedness due to Lender after application ofall amounts received from the exercise of the rights provided in this Agreement.Borrower shall be liable for a deficiency even if the transaction describedin this subsection is a sale of accounts or chattel paper.

**Other Rights and Remedies.** Lender shall have all the rightsand remedies of a secured creditor under the provisions of the Uniform CommercialCode, as may be amended from time to time. In addition, Lender shall haveand may exercise any or all other rights and remedies it may have availableat law, in equity, or otherwise.

**Election of Remedies.** Except as may be prohibited by applicablelaw, all of Lender’s rights and remedies, whether evidenced by this Agreement,the Related Documents, or by any other writing, shall be cumulative and maybe exercised singularly or concurrently. Election by Lender to pursue anyremedy shall not exclude pursuit of any other remedy, and an election tomake expenditures or to take action to perform an obligation of Grantor underthis Agreement, after Grantor’s failure to perform, shall not affect Lender’sright to declare a default and exercise its remedies.           

> **Amendments.** This Agreement, together with any Related Documents, constitutes the entire understanding and agreement ofthe parties as to the matters set forth in this Agreement. No alteration offor amendment to this Agreement shall be effective unless given in writing            

----

----

| **EXHIBIT 10(a)(2) Page 4** |
|-----------------------------|

### **COMMERClAL SECURlTY AGREEMENT    (Continued)**

----

> and signed by the party or parties sought to be chargedor bound by the alteratiom  of amendment.              
**Attorneys’ Fees; Expenses.** Grantor agrees to pay upondemand all of Lender’s costs and expenses, including Lender’s attorneys’ feesand Lender’s legal expenses, incurred in connection with the enforcement ofthis Agreement. Lender may hire or pay someone else to help enforce this Agreement,and Grantor shall pay the costs and expenses of such enforcement. Costs andexpenses include Lender’s attorneys’ fees and legal expenses whether or notthere is a lawsuit, including attorneys’ fees and legal expenses for bankruptcyproceedings (including efforts to modify or vacate any automatic stay orinjunction), appeals, and any anticipated post-judgment collection services.Grantor also shall pay all court costs and such additional fees as may bedirected by the court.

**Caption Headings.** Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret ordefine the provisions of this Agreement.

**Governing Law. This Agreement will be governed by, construedand enforced in accordance with federal law and the laws of the State of Ohio,except and only to the extent of procedural matters related to the perfectionand enforcement of Lender’s rights and remedies against the Collateral, whichmatters shall be governed by the laws of the State of Mississippi.  However,in the event that the enforceability or validity of any provision of thisAgreement is challenged or questioned, such provision shall be governed bywhichever applicable state or federal law would uphold or would enforce suchchallenged or questioned provision. The loan transaction which is evidencedby the Note and this Agreement has been applied for, considered, approvedand made, and till necessary loan documents have been accepted by Lender inthe State of Ohio.**

**Joint and Several Liability**. All obligations of Borrowerand Grantor under this Agreement shall be joint and several, and all referencesto Grantor shall mean each and every Grantor, and all references to Borrowershall mean each and every Borrower. This means that each Borrower and Grantorsigning below is responsible for all obligations in this Agreement. Whereany one or more of the parties is a corporation, partnership, limited liabilitycompany or similar entity, it is not necessary for Lender to inquire intothe powers of any of the officers, directors, partners, members, or otheragents acting or purporting to act on the entity’s behalf, and any obligationsmade or created in reliance upon the professed exercise of such powers shallbe guaranteed under this Agreement.

**No Waiver by Lender.**Lender shall not be deemed tohave waived any rights under this Agreement unless such waiver is given inwriting and signed by Lender. No delay or omission on the part of Lender inexercising any right shall operate as a waiver of such right or any otherright. A waiver by Lender of a provision of this Agreement shall not prejudiceor constitute a waiver of Lender’s right otherwise to demand strict compliancewith that provision or any other provision of this Agreement. No prior waiverby Lender, nor any course of dealing between Lender and Grantor, shall constitutea waiver of any of Lender’s rights or of any of Grantor’s obligations as toany future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. 
**Notices.** Any notice required to be given under this Agreementshall be given in writing, and shall be effective when actually  delivered,when actually received by telefacsimile (unless otherwise required  by law),when deposited with a nationally recognized overnight courier, or,  if mailed,when deposited in the United States mail, as first class, certified  or registeredmail postage prepaid, directed to the addresses shown near the beginningof this Agreement. Any party may change its address for notices  under thisAgreement by giving formal written notice to the other parties,  specifyingthat the purpose of the notice is to change the party’s address.  For noticepurposes, Grantor agrees to keep Lender informed at all times of Grantor’scurrent address. Unless otherwise provided or required by law, If there ismore than one Grantor, any notice given by Lender to any Grantor  Is deemedto be notice given to all Grantors.              
**Power of Attorney.** Grantor hereby appoints Lender as Grantor’s irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect or to continue the security interest granted in this Agreement . Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement. Grantorwill reimburse Lender for all expenses for the perfection and the continuation of the perfection of Lender’s security interest in the Collateral. 

**Severability.** If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified,it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provisionof this Agreement shall not affect the legality, validity or enforceabilityof any other provision of this Agreement.

**Successors and Assigns.** Subject to any limitations stated in this Agreement on transfer of Grantor’s interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor’ssuccessors with reference to this Agreement and the Indebtedness by way offorbearance or extension without releasing Grantor from the obligations ofthis Agreement or liability under the Indebtedness.

**Survival of Representations and Warranties.** All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement,shall be continuing in nature, and shall remain in full force and effect until such time as Borrower’sIndebtedness  shall be paid in full.

**Time is of the Essence.** Time is of the essence in the performance of this Agreement.

> **Account.** The word “Account” means a trade account, account receivable, other receivable, or other right to paymentfor goods sold or services rendered owing to Grantor (or to a third partygrantor acceptable to Lender).                
**Agreement.**The word “Agreement” means this Commercial Security Agreement; as this Commercial Security Agreement may be amendedor modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time.

**Borrower.** The word “Borrower” means HICKOK INCORPORATED, and all other persons and entities signing the Note in whatever capacity.

**Collateral.**The word “Collateral” means all of Grantor’sright, title and interest in and to all the Collateral as described in theCollateral Description section of this Agreement.

**Default.**The word “Default” means the Default set forth in this Agreement in the section titled “Default”.

**Environmental Laws.**The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, includingwithout limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601; et seq. (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.

**Event of Default.** The words “Event of Default” meanany of the events of default set forth in this Agreement in the default sectionof this Agreement.

**Grantor.**The word “Grantor” means SUPREME ELECTRONICSCORP.

**Guarantor.** The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Indebtedness.

**Guaranty.**The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of allor part of the Note

**Hazardous Substances.** The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated,stored, disposed of, generated, manufactured, transported or otherwise handled.The words “Hazardous Substances” are used in their very broadest sense andinclude without limitation any and all hazardous or toxic substances, materialsor waste as defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.

**Indebtedness.** The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expensesfor which Borrower is responsible under this Agreement or under any of theRelated Documents.

----

----

| **EXHIBIT 10(a)(2) Page 5** |
|-----------------------------|

### **COMMERClAL SECURlTY AGREEMENT    (Continued)**

----

> **Lender.**The word “Lender” means THE HUNTINGTONNATIONAL  BANK; its successors and assigns.                  
**Note.** The word “Note” means the Note executedby  Grantor in the principal amount of $5,000,000.00 dated 2-28-97 together  with all renewals of, extensions of, modifications of, refinancingsof, consolidations  of, and substitutions for the note or credit agreement.

**Related Documents.** The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.

**GRANTOR:**

**SUPREME ELECTRONICS CORP.**

**By: /s/  Robert L. Bauman     ROBERT L. BAUMAN,    CHAIRMAN of SUPREME ELECTRONICS CORP.**

**BORROWER:**

**HICKOK INCORPORATED**

----