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EXHIBIT 10.1


FOURTH AMENDMENT

TO LOAN AGREEMENT


     THIS FOURTH AMENDMENT to LOAN AGREEMENT is entered into as of the 17th day
of January, 2003, by and between AESP, INC. (formerly known as Advanced
Electronic Support Products, Inc.), a Florida corporation (the “Borrower”) and
COMMERCEBANK, N.A. (the “Bank”).


RECITALS:



	 	 	 
	A.	 	
Borrower and Bank entered into that certain loan agreement (the “Loan
Agreement”) dated September 23, 1999 under the terms of which Bank agreed
to lend Borrower $3,500,000.
	 
	B.	 	
Borrower and Bank executed and delivered that certain First Amendment to
Loan Agreement (the First Amendment”) dated September 2, 2000 between
them. In connection with the First Amendment, Borrower executed and
delivered to Bank that certain Renewal Promissory Note dated September 2,
2000 (the “Renewal Note”) in the original principal amount of $3,500,000.
	 
	C.	 	
Borrower and Bank executed and delivered that certain Second Amendment to
Loan Agreement (the Second Amendment”) dated March 16, 2001 between them.
In connection with the Second Amendment, Borrower executed and delivered
to Bank that certain Renewal Promissory Note dated March 16, 2001 (the
“Second Renewal Note”) in the original principal amount of $4,000,000.
	 
	D.	 	
Borrower and Bank executed and delivered that certain Third Amendment to
Loan Agreement (the Third Amendment”) dated September 21, 2001 between
them. In connection with the Third Amendment, Borrower executed and
delivered to Bank that certain Renewal Promissory Note dated September
21, 2001 (the “Third Renewal Note”) in the original principal amount of
$4,000,000.
	 
	E.	 	
Borrower and Bank executed and delivered that certain Extension Letter
Agreement (the “Letter Agreement”) dated September 18, 2002 between them,
which, among other things, extended the term of the Line of Credit until
January 23, 2003 and reduced the Maximum Line of Credit Amount to
$1,900,000.
	 
	F.	 	
Borrower and Bank desire to amend certain terms of the Loan Agreement, as
amended, pursuant to the terms hereof to among other things extend the
term of the Line of Credit.



     NOW, THEREFORE, in consideration of the agreements set forth herein and
other good and valuable consideration, the parties hereto hereby agree as
follows:

 






 




     Section 1. Definitions. All capitalized terms used herein shall have the
same meanings as used in Section 1 of the Loan Agreement, unless otherwise
defined in this Fourth Amendment.


     Section 2. Amendments to Loan Agreement. The Loan Agreement is hereby
amended in the following respects:



		
	 	     (a) Financial Information. The second sentence of Section 4.1 of
the Loan Agreement shall be amended and restated as follows:
“Additionally, the Borrower shall deliver to the Lender, within one
hundred twenty (120) days of its fiscal year end, its yearly 10-Ks, and
within forty five (45) days after the end of each calendar quarter, its
quarterly 10-Qs.”




		
	 	     (b) Periodic Borrowing Base Reports. Section 4.2 of the Loan
Agreement shall be amended and restated as follows: “Within ten (10) days
of the end of each month (or more frequently if required by the Lender),
a report listing Receivables and all Eligible Receivables of the Borrower
as of the last Business Day of such month (the “Accounts Receivable
Report”) which shall include the amount and age of each Receivable, the
name and mailing address of each Receivable Debtor and such other
information as the Lender may require in order to verify the Eligible
Receivables, all in reasonable detail and in form acceptable to the
Lender in its absolute discretion, and if requested by the Lender, in its
absolute discretion, a report listing all Inventory and all Eligible
Inventory of the Borrower as of the last Business Day of such month, the
cost thereof, and such other information as the Lender may require
relating thereto, all in form acceptable to the Lender (the “Inventory
Report”).” Said reports and information shall be certified by Borrower’s
C.F.O.




		
	 	     (c) Financial Covenants. Sub-sections 5.14 (a) and (b) of the Loan
Agreement shall be amended and restated as follows:




		
	 	     "(a) Debt to Tangible Net Worth. As of the end of
each quarter, the Borrower shall have a debt to
Tangible Net Worth ratio of not more than 3:1. Such
ratio shall be tested quarterly based on the Borrower’s
financial statements.




		
	 	     (b) Tangible Net Worth. Borrower shall at all
times maintain a Tangible Net Worth of not less than
$3,750,000.”




		
	 	     (d) Limitations on Advances. Section 2.2(b) of the Loan Agreement
shall be amended and restated as follows:



     "(b) Limitations on Advances. The outstanding balance of the Line of
Credit may increase and decrease from time to time, and Advances thereunder may
be repaid and reborrowed, but the total of Advances outstanding at any one time
under the Line of Credit shall never exceed the lesser of:



		
	 	     (i) The Maximum Line of Credit Amount; and



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	 	     (ii) The “Borrowing Base,” which shall be the aggregate of the following:




		
	 	     (1) Fifty percent (50%) of Eligible Domestic
Inventory; provided, however, that this portion
of the Borrowing Base, after the application of
such limitation, shall not exceed Six Hundred
Thousand Dollars ($600,000.00), and provided that
no advances are made against inventory in
transit, work in progress or raw materials;




		
	 	     (2) Ninety Percent (90%) of Eligible Insured
Domestic Accounts Receivable, not exceeding 90 days
from date of invoice;




		
	 	     (3) Seventy Five Percent (75%) of Domestic
Eligible Accounts Receivable, not exceeding 90 days
from date of invoice;




		
	 	     (4) Ninety Percent (90%) of Eligible Insured
Foreign Accounts Receivable, not exceeding 90 days from
date of invoice; and




		
	 	     (5) Fifty Percent (50%) of Eligible Foreign
Accounts Receivable, not exceeding 90 days from date of
invoice.



Notwithstanding the definition of Borrowing Base above, the portion of the
Borrowing Base under items (b)(ii)(3) and (5) above with respect to uninsured
Receivables shall not exceed Five Hundred Thousand Dollars ($500,000.00) (after
the application of the stated percentage limitation).


     In the event that the outstanding Advances exceed the lesser of (i) the Maximum
Line of Credit Amount, or (ii) the Borrowing Base, then the Borrower shall
within ten (10) calendar days cure such deficiency by either pledging
additional collateral to Lender or paying down the Line of Credit in an amount
at least equal to such deficiency.


     Accounts receivable from affiliates or related parties are ineligible for
financing. Ineligibles for financing are accounts receivable from third
parties originated by any other foreign affiliate. Financing of insured
accounts receivable is limited to the policy amount. Any Receivables from one
Receivable Debtor to the extent it is in excess of twenty percent (20%) of all
Receivables shall be discounted one hundred percent (100%) on the portion that
exceeds twenty percent (20%) of all Receivables. Existing cash collateral
shall remain in place.”


     (e)  Prepayments Permanently Reducing Principal: The following shall
be added to the Loan Agreement as a new Section 2.9:

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     "Section 2.9 Prepayments Permanently Reducing Principal. Lender shall be
entitled to receive thirty percent (30%) of the net proceeds from any funds
received via the raising of capital by Borrower, including without limitation,
issuance of securities, including without limitation, stocks and bonds, and any
secured or unsecured debt. Said funds shall be used to permanently reduce the
Maximum Line of Credit Amount. The maximum cap on inventory will decrease
proportionately in an amount equal to the percentage decrease in the Maximum
Line of Credit Amount.”


     (f)  Other Conforming Changes: Article 1 of the Loan Agreement is
amended as follows:



		
	 	     (i) Definition of Line of Credit Note. The definition of Line
of Credit Note shall be amended and restated to read as follows:




		
	 	     "Line of Credit Note” shall mean that
certain fourth renewal promissory note,
dated January 17, 2003, of Borrower to
Lender in the aggregate principal amount
of One Million Nine Hundred Thousand
Dollars ($1,900,000) which fourth renewal
promissory note amended, renewed and
updated that certain third renewal
promissory note, dated September 21, 2001,
of Borrower to Lender in the aggregate
principal amount of Four Million Dollars
($4,000,000) which third renewal
promissory note amended, renewed and
updated that certain second renewal
promissory note, dated as of March 16,
2001, of Borrower to Lender in the
aggregate principal amount of Four Million
Dollars ($4,000,000) which second renewal
promissory note amended, renewed and
replaced that certain renewal promissory
note, dated as of September 2, 2000, of
Borrower to Lender in the aggregate
principal amount of Three Million Five
Hundred Thousand Dollars ($3,500,000), and
that certain promissory note, dated
September 23, 1999, of Borrower to Lender
in the aggregate principal amount of Three
Million Five Hundred Thousand Dollars
($3,500,000).




		
	 	     (ii) Definition of Line of Credit Maturity Date. The
definition of Line of Credit Maturity Date shall be amended and
restated to read as follows:




		
	 	     “Line of Credit Maturity Date” shall mean July 22, 2003 or such
earlier date as payment of the Line of Credit shall be due and
payable in full, whether by mandatory prepayment, acceleration or
otherwise.



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	 	     (iii) Definition of Loan Documents. The definition of the
term “Loan Documents” in the Loan Agreement shall include this
Fourth Amendment, the Letter Agreement, the Third Amendment, the
Second Amendment, the First Amendment, the Line of Credit Note, the
Security Agreement, the Commitment Letter and all other documents
executed and delivered by the parties which evidence, secure or
otherwise relate to the transaction contemplated by this Fourth
Amendment.




		
	 	     (iv) Definition of Maximum Line of Credit Amount. The
definition of Maximum Line of Credit Amount shall be amended and
restated to read as follows: “Maximum Line of Credit Amount” shall
mean One Million Nine Hundred Thousand Dollars ($1,900,000) or such
greater amount as the Lender may consent to in writing from time to
time.



     Section 3. No Event of Default. Borrower hereby certifies to Bank that
(a) it has kept, observed, performed and fulfilled each and every covenant,
provision and condition of the Loan Agreement and the other Loan Documents on
its part to be performed, (b) that all representations and warranties of the
Borrower made in the Loan Agreement are true and correct as of the date hereof
except for those representations and warranties which are made as of a
particular date, which such representations and warranties are true and correct
as of such date, and (c) that no Event of Default or event which, with the
passage of time or the giving of notice or both, would constitute an Event of
Default has occurred and is continuing under the Loan Agreement, both before
and after giving effect to the amendment contemplated hereby, except any Event
of Default that has previously occurred and which has been specifically waived
in writing by the Bank, and except for the Event of Default caused by
Borrower’s failure to comply, as of December 31, 2002, with the Tangible Net
Worth and Debt to Tangible Net Worth ratios as stated under Sub-sections 5.14
(a) and (b) of the Loan Agreement, as amended.


     Section 4. Loan Agreement Confirmed. The Loan Agreement, as amended
hereby, is reaffirmed and restated herein by Borrower and Bank, and said Loan
Agreement is hereby incorporated herein by reference as fully as if set forth
in its entirety in this Fourth Amendment.


     Section 5. Conditions Precedent to Bank’s Obligations. Banks obligations
under this Fourth Amendment shall be subject to the satisfaction of each of the
following conditions precedent:


     (a)  Borrower shall have executed and deliver this Fourth Amendment, the
Fourth Renewal Note and all other documents requested by Bank and all Loan
Documents shall be in full force and effect.


     (b)  Bank shall have received (i) a certificate of the secretary of
Borrower certifying that attached thereto are true and correct copies of (A)
the bylaws of Borrower, as amended through the date of such certification and
(B) resolutions duly adopted by Borrower’ s board of directors authorizing the
execution, delivery and performance of the Loan Documents to which Borrower is
a party, which resolutions have not been altered or amended in any respect and
remain in full force and effect, (ii) the names of each of the officers of
Borrower authorized to execute and deliver the Loan Documents; (iii) a
certificate of the applicable State authority,


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dated as of a recent date, as to the good standing of Borrower; and (iv) a
certificate of the Florida Department of State, dated as of a recent date,
certifying that attached are true and correct copies of the articles of
incorporation of the Borrower filed with such agency.


     (c)  Borrower shall cause to be delivered to Bank such other documents,
certificates or affidavits as may be reasonably requested by Bank in connection
with consummating the transaction evidenced by this Fourth Amendment.


     (d)  An opinion of counsel from counsel to Borrower in a form reasonably
satisfactory to Lender.


     Section 6. Miscellaneous.


     (a)  Invalidity. In the event that any one or more of the provisions
contained in this Fourth Amendment shall, for any reason, be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Fourth Amendment.


     (b)  Counterparts. This Fourth Amendment may be executed in several
counterparts, and it shall not be necessary that the signatures of all parties
hereto be contained on any one counterpart hereof; each counterpart shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


     (c)  Reference. From and after the effective date hereof, all references
to the Loan Agreement shall be deemed to be references to the Loan Agreement as
amended by this Fourth Amendment.


     (d)  GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF FLORIDA WITHOUT GIVING
EFFECT TO ITS CONFLICT OF LAW PRINCIPLES.


     (e)  Governing Document. In the event of a conflict between the terms and
conditions of this Fourth Amendment and the Commitment Letter, the terms and
conditions of this Fourth Amendment shall control in all respects.


SIGNATURE PAGE TO FOLLOW


     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment
to Loan Agreement to be duly executed and delivered by their respective
representatives thereunto duly authorized as of the date first above written.


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Borrower:
	 
	 
	 
	 
	 	 	
AESP, INC.
	 
	 
	 	 	
By: /s/ Slav Stein
	 	 	


	 	 	
Name: Slav Stein

Its: President
	 
	 
	 
	 
	 	 	
Bank:

	 
	 
	 	 	
COMMERCEBANK, N.A.

	 
	 
	 	 	
By: /s/ David F. Sauers
	 	 	


	 	 	
Name: David F. Sauers

Its: Senior Vice President



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