Exhibit 10.3**	EIGHTH AMENDMENT TO                       LOAN AND SECURITY AGREEMENT

THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT(this "EIGHTH Amendment") is dated as of June 28, 2001 and is entered intobetween **Scientific Technologies Incorporated Which Will Do Business inCalifornia as Oregon Scientific Technologies**, an Oregon corporation (the"Borrower"), and **Bank of the West**, a California banking corporation (the"Bank").

	**RECITALS:
A.	 Borrower and Bank have entered into thatcertain Loan and Security Agreement dated November 29, 1994, that certain FirstAmendment to Loan and Security Agreement dated as of May 31, 1995, that certainSecond Amendment to Loan and Security Agreement dated as of May 31, 1996, thatcertain Third Amendment to Loan and Security Agreement dated as of May 31, 1997,that certain Fourth Amendment to Loan and Security Agreement dated as of June 9,1998 and that certain Fifth Amendment to Loan and Security Agreement dated as ofJune 30, 1999, and that certain Sixth Amendment to Loan and Security Agreementdated as of June 30, 2000, and that certain Seventh Amendment to Loan andSecurity Agreement dated as of October 6, 2000 (collectively, the "LoanAgreement") and that certain Equipment Purchase Line Note dated December 6, 1994(the "Equipment Purchase Line Note");

B.	 Borrower and Bank intend to further amend the LoanAgreement and/or the Equipment Purchase Line Note as provided by thisEighth Amendment.**AMENDMENT:

NOW, THEREFORE, Borrower and Bank hereby agree as follows:
**Definitions
. This Eighth Amendment shall modifyand, to the extent inconsistent with, amend the Loan Agreement. Any capitalizedterm not specifically defined herein shall have the meaning assigned to it inthe loan Agreement.

**Draw PeriodAmendment
. The last sentence of Section 3.1(a) of the Loan Agreement ishereby deleted in its entirety and is replaced with the following:

For the purpose of this Agreement, "Draw Period" shall meanthe period between the date of this Loan and Security Agreement and the earlierof: (i) June 30, 2002 or (ii) the date on which the aggregate of all advancesmade pursuant to this Section 3.1 equals One Million and 00/100 Dollars($1,000,000.00).

3.	**Credit Facility Term Amendment**. The secondsentence of the first paragraph of Section 4.1 of the Loan Agreement is herebydeleted in its entirety and is replaced with the following:

Borrower's right to obtain advances under Section 2.1 and toenter into foreign 

exchange contracts under the FX Facility provided by Section14.1 shall remain in full force and effect until June 30, 2001, and shallcontinue on a month-to-month basis thereafter until terminated by either partyon thirty (30) days prior written notice to the other.

 
**4.	Conditions Precedent. Bank's duties toextend and renew the Obligations and to make Advances in accordance with thisEighth Amendment shall be subject to (I) there being no outstanding and uncureddefaults under the Loan Agreement, the Equipment Purchase Line Note or any otherobligation owing by Borrower to Bank; (ii) the satisfaction of each of theconditions precedent set forth in Article 6 of the Loan Agreement, each of whichis incorporated herein by this reference; and (iii) the payment to Bank of a feein the amount of Seven Thousand Five Hundred Dollars ($7,500), which fee shallrepresent an unconditional and non-refundable payment to Bank in considerationof Bank's agreement to enter into this Eighth Amendment : and (iv) the executionand delivery of this Eighth Amendment and such other documents as Bank mayrequest. 
**5.	Ratification of Warranties andRepresentations. Except as amended by this Eighth Amendment, Borrowerhereby ratifies, reaffirms, and remakes as of the date hereof each and everyrepresentation and warranty contained in the Loan Agreement, the EquipmentPurchase Line Note, or in any document executed and delivered in connectiontherewith.
**6.	Continued Force and Effect. Except asamended by this Eighth Amendment, all of the Terms and conditions of the LoanAgreement (and each and every document or instrument executed and delivered inconnection therewith) is and shall remain in full force and effect.

IN WITNESS WHEREOF, Borrower has executed anddelivered this Eighth Amendment to Bank on the date first above written atWalnut Creek, California.

"BORROWER"
**SCIENTIFIC TECHNOLOGIES INCORPORATED WHICH WILL DOBUSINESS IN CALIFORNIA AS OREGON SCIENTIFIC TECHNOLOGIES, an Oregoncorporation

By: /s/Joseph J. Lazzara 
Its: President and Chief Executive Officer 
IN WITNESS WHEREOF, Bank hereby accepts this Eighth Amendment to be effective asof the date first above written in Walnut Creek, California.

"BANK"
**BANK OF THE WEST,   a California banking corporation

By: /s/Georgia R. Turner 
Its: Vice President********************