EXHIBIT 10.3

                               FIFTH AMENDMENT
                               to that certain
                                LOAN AGREEMENT
                                by and between

         VPGI Corp. and Trident Growth Fund, L.P. (November 10, 2004)

 This Fifth amendment  to that  certain Loan  Agreement by  and between  VPGI
 Corp.  and  Trident  Growth  Fund,  L.P.  dated  November  10,  2004   (this
 "Agreement") is made and entered into this 6th day of November, 2006, by and
 between VPGI Corp., a Texas corporation (the "Borrower") and Trident  Growth
 Fund, LP, a Delaware limited partnership (the "Lender").

                             W I T N E S S E T H:

 WHEREAS, on November 10, 2004, the parties entered into a Loan Agreement (so
 called herein) wherein Lender agreed to loan to Borrower up to $700,000 (the
 "Loan"); and

 WHEREAS, on August 8, 2005, the Loan was amended to increase the Loan Amount
 by $50,000, and thereafter amended again  on September 19, 2005 to  increase
 the Loan Amount by an additional $100,000; and again on February 2, 2006  to
 increase the Loan Amount  by an additional $100,000;  and again on June  27,
 2006 to increase the Loan Amount by an additional $100,000; and

 WHEREAS, Lender has requested and Borrower has agreed to revise terms of the
 Agreement relating  to  conversion  into common  stock  of  the  outstanding
 principal and accrued interest due and owing under the Agreement; and

 NOW, THEREFORE,  the parties  have agreed  to amend  the Loan  Agreement  as
 follows:

 1.   Defined Terms.  All capitalized terms set forth but not defined  herein
 shall have the meaning ascribed to them in the Loan Agreement.

 2.   Conversion.   The  Loan Agreement  shall  be amended  by  deleting  the
 current Section 2.4  of the Agreement  and inserting a  new Section 2.4,  as
 follows:
      "2.4  Conversion.  The Conversion Price is $0.25 per share."
 and everywhere in the Loan Agreement, Convertible Notes, and other ancillary
 documents where  reference is  made to  the  Conversion Price,  directly  or
 indirectly,  such  term   or  reference  shall   be  amended  and   modified
 accordingly.

 3.   Terms of Loan Agreement Unchanged.  Except as set forth or contemplated
 herein, the remaining terms  of the Loan  Agreement, Convertible Notes,  and
 other ancillary documents shall remain in effect as set forth therein.

 4.   Execution of  Counterparts.   This Agreement  may  be executed  in  any
 number of counterparts, each of which shall  be deemed to be an original  as
 against any party whose  signature appears thereon, and  all of which  shall
 together constitute one and the same instrument.

 5.   Further Assurances.  Each  party hereto agrees  to perform any  further
 acts and to execute and deliver any further documents that may be reasonably
 necessary to carry out the provisions of this Agreement.

 6.   Governing Law.    This Agreement  and  the legal  relations  among  the
 parties hereto shall  be governed by  and  construed in  accordance with the
 laws of the State of Texas without regard to its conflicts of law  doctrine.
 Each of the parties hereto  irrevocably consents to the jurisdiction  of the
 federal and state courts located in Dallas County, the State of Texas.

      IN WITNESS  WHEREOF,  the Borrower  and  the Lender  have  caused  this
 Agreement to be duly executed by  their duly authorized officers, all as  of
 the day and year first above written.

 VPGI CORP.                         TRIDENT GROWTH FUND, LP

                                    By: TRIDENT MANAGEMENT, LLC, its
                                              GENERAL PARTNER


 By: /s/ Joseph R. Rozelle          By: /s/ Frank DeLape
     -----------------------            -----------------------
     Joseph R. Rozelle,
     Chief Executive Officer