Exhibit 10.13

                       RENEWAL AND MODIFICATION AGREEMENT
                       ----------------------------------

         THIS RENEWAL AND MODIFICATION  AGREEMENT (this  "Modification") is made
by and between UNIVERSAL POWER GROUP,  INC., a Texas  corporation  ("Borrower"),
and COMPASS BANK ("Lender"), to be effective as of the ___ day of _______, 2006,
but entered into as of the ____ day of March, 2006.

                                    RECITALS:

         WHEREAS,  Borrower  executed  and  delivered  to  Lender  that  certain
Revolving Credit and Security Agreement,  dated December 14, 2004 (the "Security
Agreement"),   covering   certain  items  of  collateral   and  property   being
specifically  described in the Security  Agreement  (all of such property  being
hereinafter collectively referred to as the "Property"); and

         WHEREAS,  the  Security  Agreement  secures  in part  the  indebtedness
evidenced by that certain  Revolving Note,  dated of even date with the Security
Agreement,  in the original stated principal amount of Twelve Million and No/100
Dollars  ($12,000,000.00)  (the  "Principal  Amount"),  executed by Borrower and
payable  to  Lender  (as may have  been  heretofore  renewed,  extended,  and/or
modified, the "Promissory Note"); and

         WHEREAS, the Borrower has obligations (collectively, the "Obligations")
under the  Promissory  Note,  Security  Agreement,  and other Loan Documents (as
defined below) (the  indebtedness  evidenced by the Promissory Note (as modified
by the First Amendment (defined below), is referred to herein as the "Loan", and
the Promissory Note, Security Agreement, and all other Loan documents evidencing
the Loan are herein collectively, the "Loan Documents"); and

         WHEREAS,  the parties desire to further modify the terms of the Loan as
the same  relate to  certain of  Borrower's  covenants,  agreements,  duties and
obligations  under the Security  Agreement and other terms and conditions of the
Loan.

                                   AGREEMENTS:

         NOW,  THEREFORE,  for and in  consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  Borrower and Lender
hereby agree as follows:

         1. The parties acknowledge that Borrower's duties and obligations under
the Promissory Note (as hereby renewed) to repay the Principal Amount,  together
with  accrued  interest,   shall  be  included  within  the  definition  of  the
Obligations as herein specified, all in accordance with the terms and conditions
herein contained.

2.  From the date  hereof,  Borrower  promises  to pay to Lender  the  Principal
Amount,  together with interest  thereon,  and to perform all of the Obligations
under the Loan Documents (as hereby modified) including,  without limitation the
payment  of all  outstanding  principal  together  with all  accrued  but unpaid
interest  on the  Maturity  Date (as  defined in the  Security  Agreement).  The
Principal Amount shall accrue interest and be due and payable in accordance with
and as specified within the Promissory Note.

                                    10.13-1
<PAGE>
         3. In addition to the foregoing,  the parties hereby further agree that
the advance formula referenced in the Security Agreement as the "Borrowing Base"
shall  be  modified  hereby  as  follows:  eighty-five  percent  (85.0%)  of the
outstanding value of Borrower's  Eligible Accounts Receivable (as defined in the
Security  Agreement),  plus fifty  percent  (50.0%)  of the value of  Borrower's
Eligible  Inventory (as defined in the Security  Agreement);  provided,  however
that the  foregoing  sub-limit  upon  availability  with  respect to  Borrower's
Eligible  Inventory  shall  not  exceed  eighty-five   percent  (85.0%)  of  the
outstanding  value of Borrower's  Eligible  Accounts  Receivable at any one time
outstanding. All references to the term Borrowing Base in the Security Agreement
shall, after date hereof, refer to the advance formula specified above.

         4. Borrower hereby conveys and/or re-conveys,  grants and/or re-grants,
and makes and/or re-makes, each as applicable,  to Lender the security interests
and liens upon the Property remaining subject to the Loan Documents and securing
the  Obligations.  Further,  Borrower hereby  covenants and agrees that Borrower
shall not sell,  transfer,  convey or  otherwise  dispose of any of the Property
without Lender's prior written consent (except as otherwise  permitted under the
Security Agreement), and, in the event such consent by Lender is given, Borrower
shall  provide  Lender  with  such  additional  security  with  respect  to  the
Obligations as Lender shall require in its sole and absolute discretion.

         5. Borrower  hereby  renews,  but does not  extinguish,  the Promissory
Note,  Loan, and the liens and security  interests  created and evidenced by the
Security  Agreement  and all other liens and  security  interests  securing  the
Promissory Note (including, without limitation, any vendor's lien), and Borrower
promises to pay to the order of Lender,  the principal sum of the Loan evidenced
by the Promissory  Note, or so much thereof as may be advanced and  outstanding,
together with interest at the rate and in the manner specified in the Promissory
Note, as modified herein, and to observe, comply with and perform each and every
of the terms and provisions of the Loan Documents as herein modified.

         6.  Borrower  hereby  reaffirms the liens on the Property and any other
liens securing the Promissory  Note and/or Loan until the  indebtedness  and the
Promissory Note and Loan as modified and renewed hereby has been fully paid, and
agrees  that the  modification  set forth  herein  shall in no manner  affect or
impair the Promissory  Note, Loan, or the liens securing the same, and that said
liens shall not in any manner be waived,  the purpose of this  instrument  being
simply  to  modify  the  Security  Agreement  (and  other  Loan  Documents,   as
appropriate)  and to carry  forward  all  liens  securing  the  same,  which are
acknowledged  by Borrower to be valid and  subsisting.  Borrower  further agrees
that all terms and  provisions of the  Promissory  Note and of the instrument or
instruments  creating or fixing the liens  securing the same shall be and remain
in full force and  effect as  therein  written,  except as  otherwise  expressly
provided  herein.  All  liens  are  hereby  carried  forward  from the  original
inception thereof,  and Borrower hereby ratifies,  reaffirms and confirms all of
said liens from the original  inception thereof.  Except as otherwise  specified
herein,  the terms and  provisions  hereof  shall in no  manner  impair,  limit,
restrict, or otherwise affect the obligations of Borrower or any guarantor under
the Loan  Documents.  As a material  inducement to Lender to execute and deliver
this Modification, Borrower hereby acknowledges and agrees that Borrower is well
and truly indebted to Lender in the amount set forth  hereinabove,  and that the
liens,  security interests and assignments created by the Security Agreement and
any other Loan Documents are, respectively, valid and subsisting liens, security
interests, and assignments, and, to the best of Borrower's knowledge, are of the


                                    10.13-2
<PAGE>
validity  and  priority  recited in the  Security  Agreement  and the other Loan
Documents.  As a further  material  inducement  to Lender to execute and deliver
this  Modification,  Borrower  hereby  acknowledges  that there are no claims or
offsets  against,  or defenses or  counterclaims  to, the terms or provisions or
other  obligations  created or evidenced by the Loan  Documents,  and  represent
that,  after  modification  of the Security  Agreement and other Loan  Documents
hereunder, no event has occurred, and no condition exists which would constitute
a default,  either with or without  notice or lapse of time, or both,  under the
Loan Documents.

         7.  Borrower  reaffirms  and  remakes,  as  of  the  date  hereof,  all
representations  and  warranties  contained  in the  Promissory  Note,  Security
Agreement,  and other Loan Documents.  Borrower further  represents and warrants
that,  except as disclosed in writing to Lender,  it has done  nothing,  nor has
allowed  anything,  to adversely affect title to or encumber the Property or any
other  property of Borrower in which  Lender has a security  interest.  Borrower
further  represents  and  warrants to Lender that it is aware of no condition or
fact, which has not been disclosed in writing to Lender,  which would materially
adversely  affect the  repayment to Lender of all sums due under the  Promissory
Note, Security Agreement, and other Loan Documents.

         8. Borrower,  for it and its successors,  assigns,  and representatives
does hereby  waive,  release,  and discharge  Lender and its agents,  employees,
officers,  directors, and attorneys (collectively,  the "Released Parties") from
any and all of Lender's  duties,  obligations,  and  liabilities  arising under,
based upon or associated with, directly or indirectly,  the Loan, the Promissory
Note,  Security  Agreement,  and any Loan Documents,  existing as of the date of
this  Modification,  and further does hereby waive any and all claims and causes
of action of any kind or  character,  arising  under,  based upon, or associated
with,  directly or  indirectly,  the Loan  Documents  or the acts,  actions,  or
omissions of the Released  Parties in connection  therewith,  existing as of the
date hereof, whether known or unknown,  asserted or unasserted,  equitable or at
law,   arising  under  or  pursuant  to  common  or  statutory  law,  rules,  or
regulations.

         9.  Borrower  hereby  ratifies,  reaffirms  and  confirms  any  and all
covenants,  agreements,  or  promises  heretofore  made by Borrower to Lender in
connection with the Loan,  Promissory Note,  Security  Agreement,  or other Loan
Documents, and all renewals thereof, including as hereby modified.

         10. Borrower agrees,  simultaneously  with and as a condition precedent
to the  execution  hereof,  to pay to Lender  all costs and  expenses  of Lender
incurred  in  connection  with  the  preparation  and   administration  of  this
Modification,  including,  the cost of any recording fees and charges associated
with the Security Agreement and/or other Loan Documents, and Lender's attorneys'
fees and expenses.

         11. It is hereby agreed and  acknowledged  that other parties,  if any,
who are liable in any part for the Obligations,  including,  without limitation,
Zunicom, Inc., a Texas corporation, in its capacity as guarantor of the Loan and
Obligations, are in no way released or discharged from such Obligations, nor are
Lender's rights against such persons or entities  waived or negatively  impacted
by the execution of this Modification.




                                    10.13-3
<PAGE>
         12. The parties agree that all clauses  contained in the Loan Documents
which relate to the payment,  application, and spreading of interest received by
Lender which may be greater than the maximum amount  allowed by applicable  law,
shall  remain  in  full  force  and  effect  and  by  this  reference  be  fully
incorporated herein.

         13. If any provision of this  Modification  or application to any party
or circumstance shall be determined by any court of competent jurisdiction to be
invalid and  unenforceable to any extent,  the remainder of this Modification or
the  application of such provision to such person or  circumstances,  other than
those as to which it is so  determined  invalid or  unenforceable,  shall not be
affected thereby, and each provision hereof shall be valid and shall be enforced
to the fullest extent permitted by law.

         14. Except  as amended hereby, the Promissory Note, Security Agreement,
and other Loan Documents remain unmodified and in full force and effect.

         15. THE LOAN,  PROMISSORY NOTE, SECURITY  AGREEMENT,  AND OTHER WRITTEN
LOAN DOCUMENTS, AS MODIFIED BY THIS MODIFICATION,  REPRESENT THE FINAL AGREEMENT
BETWEEN  BORROWER AND LENDER,  AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN BORROWER AND LENDER.

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                                    10.13-4
<PAGE>


         EXECUTED to be effective as of the date first above written.

                                 BORROWER:
                                 ---------

     UNIVERSAL POWER GROUP, INC., a Texas corporation



                                 By:      ______________________________
                                 Name:    ______________________________
                                 Title:   ______________________________



     UNIVERSAL POWER GROUP, INC., a Texas corporation



                                 By:      ______________________________
                                 Name:    ______________________________
                                 Title:   ______________________________

                                 LENDER:
                                 -------
                                 COMPASS BANK


                                 By:      ___________________________________
                                 Name: ___________________________________
                                 Title:   ___________________________________

                  [remainder of page intentionally left blank]






















                                    10.13-5
<PAGE>
ACCEPTED, AGREED, AND ACKNOWLEDGED:
-----------------------------------

ZUNICOM,  INC.,  a  Texas  corporation   ("Guarantor"),   as  guarantor  of  the
Obligations  herein specified pursuant to its execution of that certain Guaranty
Agreement dated of even date with the Security  Agreement (the  "Guaranty"),  is
executing  below to evidence  (a) its consent to this  Modification  (including,
without limitation, the terms and provisions of Sections 1 and 2 hereof) and (b)
its agreement that (i) this  Modification  does not void,  invalidate,  create a
defense to the enforcement of, or otherwise  negatively  impact the Guaranty and
(ii) the Guaranty  shall  continue in full force and effect and cover all of the
Obligations (as herein modified).

GUARANTOR:
---------

ZUNICOM, INC.,
a Texas corporation


By:      ______________________
Name:    ______________________
Title:   ______________________




185951v1/2995.970


                       [acknowledgments on following page]


























                                    10.13-6
<PAGE>
STATE OF TEXAS           ss.
                         ss.
COUNTY OF DALLAS ss.

         The foregoing  instrument was acknowledged before me this        day of
                                                                  --------
March, 2006, by                  ,  the                      of  Universal Power
                -----------------        --------------------
Group, Inc., a Texas corporation, on behalf of such entity.

                                    -------------------------------------------
                                    Notary Public in and for the State of Texas

STATE OF TEXAS           ss.
                         ss.
COUNTY OF DALLAS ss.

         This instrument was  acknowledged  before me on the       day of March,
                                                             ------
2006, by                       ,                       of COMPASS BANK.
         ----------------------  ----------------------

                                    -------------------------------------------
                                    Notary Public in and for the State of Texas


STATE OF TEXAS           ss.
                         ss.
COUNTY OF DALLAS ss.

         This instrument was  acknowledged  before me on the       day of March,
                                                             ------
2006,  by                        ,                          of ZUNICOM,  INC., a
           ----------------------   ----------------------
Texas corporation, on behalf of said corporation in its capacity as guarantor.


                                    -------------------------------------------
                                    Notary Public in and for the State of Texas


















                                    10.13-7