**Exhibit 10(m)**

**SECOND AMENDMENT AND MODIFICATION TO LOAN AGREEMENT**

**          THIS SECOND AMENDMENT AND MODIFICATION TO LOAN AGREEMENT**(the “**Amendment**”) is made effective as of January 31, 2003 by andamong **BERGER HOLDINGS, LTD.,** a Pennsylvania corporation (“**BHL**”), **BERGER FINANCIAL CORP.,** a Delaware corporation (“**BFC**”), **BERGER BROS COMPANY.,** a Pennsylvania corporation(“**BBC**”), **COPPER CRAFT, INC.,** a Texas corporation (“**CCI**”), **WALKER METAL PRODUCTS, INC.,** a Georgia corporation (“**WMPI**”)(BHL, BFC, BBC, CCI and WMPI being each individually referred to asa “**Borrower**” and collectively as the “**Borrowers**”) and **WACHOVIA BANK, NATIONAL ASSOCIATION(“Bank”)**.

**BACKGROUND**

          A.     Borrowers and Bank have entered into a certain Loan andSecurity Agreement dated June 13, 2002 (as amended by that certain Amendment and Modification to Loan Agreement dated August 19, 2003, and as the same may be amended, supplemented or restated from time to time, the “**Loan Agreement**”)pursuant to which Bank extended certain credit facilities to Borrowers.

          B.     Borrowers have now requestedthat Bank extend an additional $750,000 term loan to Borrowers which Bank has agreed to do, all on the terms and conditions more fully set forth herein.

          C.     All capitalized terms used but now defined herein shall have the meaning given to such terms in the Loan Agreement. 

**          NOW THEREFORE,**the parties hereto, intending to be legally abound, hereby agree as follows:

                    1.     **Term Loan C.**

                            (a)     Subject to the terms andconditions of the Loan Agreement and this Amendment (including without limitation the conditions precedent set forth herein), Bank agrees to extend to Borrowers a term loan in the original principal amount of Seven Hundred Fifty Thousand Dollars($750,000) (“**Term Loan ‘C’**”). Borrowers’ obligation to repay Term Loan C shall be further evidenced by a promissory note executed and delivered by Borrowers to Bank in the face amount of Seven Hundred Fifty ThousandDollars ($750,000) (“**Term Note ‘C’**”), which shall be in a form acceptable to Bank.

                            (b)     Borrowers shall use theproceeds of Term Loan C solely to repay a portion of the existing Subordinated Indebtedness owed to Argosy Investment Partners, L.P.

                            (c)     The entire outstandingprincipal balance of Term Loan C will accrue interest at the Agent Borrower’s option at (i) the LMIR Rate plus Applicable Margin or (ii) the LIBOR Rate plus the Applicable Margin, providedhowever, at no time shall the

applicable rate of interest charged to sums outstanding and accruing interest under Term Loan C at the LMIR Rate plus the Applicable Margin exceed the Prime Rate.

                            (d)     Borrowers understand andagree that subject to the provisions of this Agreement, the LIBOR Rate plus Applicable Margin or the LMIR Rate plus Applicable Margin, as applicable, which applies to the outstanding principal balance of Term Loan C shall apply to the entireoutstanding principal balance of Term Loan C. 

                            (e)     Borrowers agree to pay toBank interest on the principal balance of Term Loan C on the first day of each calendar month, commencing on March 1, 2003 and on the first day of each month thereafter through February 1, 2005 (the “**Term Loan C Maturity Date**”).Borrowers agree to pay to Bank the principal balance of Term Loan C in five (5) equal and consecutive monthly installments of $125,000 each, on the first day of each calendar month, commencing on September 1, 2004, and in one (1) final payment ofthe remaining principal balance of Term Loan C plus all accrued and unpaid interest thereon on the Term Loan C Maturity Date.

                    2.     **Amendments to Loan Agreement.**Effective as of the date ofthis Amendment

                            (a)     The definition of theterm “Applicable Margin” appearing in Section 1.1 of the Loan Agreement is amended to add the following thereto:

                                      “Term Loan C                            3.00%”

                            (b)     The following definitionsappearing in Section 1.1 of the Loan Agreement are amended in their entirety: 

 

***“Notes”***means collectively the Revolver Note and the Term Notes.

 

 

 

***“Term Loans”*** means collectively Term Loan A, Term Loan B, and Term Loan C.

 

 

 

***“Term Notes”*** means collectively, Term Note A, Term Note B, and Term Note C.

                            (c)     The following definitionsshall be added to Section 1.1 of the Loan Agreement:

 

“***Term Loan C***means the $750,000 term loan extended by Bank to Borrowers January 31, 2003.

 

 

 

***“Term Note C”*** means the $750,000 term note from Borrowers to Bank dated January 31, 2003 evidencing Term Loan C.

                            (d)     Section15.2 of the Loan Agreement is deleted in its entirety and the following language substituted in its place:

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“Borrowers will maintain a ratio of consolidated Funded Debt to consolidated EBITDA of not more than (a) 2.85 to 1.0 for the fiscal quarter ending March 31, 2002 and foreach quarter end thereafter through and including September 30, 2002, (b) 2.60 to1.0 for the fiscal quarter ending December 31, 2002, and (c) 2.35 to 1.0 for each fiscal quarter end thereafter.”

                            (e)     The language“Except as disclosed on **Schedule 12.16,**” shall be added to the beginning of the last sentence of Section 12.16 of the Loan Agreement.

                            (f)     Section 12 of the LoanAgreement is amended to add the items contained in Schedules 12.7, 12.16, 12.17, 12.18, 12.21, 12.22(d),(e), 12.26 and 12.27, as more fully described on Exhibit “A” attached hereto.

                    3.     **Conditions Precedent**. The obligation of Bank to extend TermLoan C to Borrowers and to amend the terms of the Loan Agreement as provided herein is subject to the fulfillment, to the satisfaction of Bank, of each of the following conditions. All of such agreements, documents and other items must be in form,content and all other respects satisfactory to Bank in its sole discretion. Bank is not waiving a breach of any warranty or representation made by any Borrower hereunder or any agreement, document, or instrument delivered to Bank or otherwisereferred to herein, and any claims and rights of the Bank resulting from any breach or misrepresentation by any Borrower are specifically reserved by the Bank.

                            (a)     Bank shall have receivedeach of the following documents, duly executed and notarized (if applicable):

                                      (i)     Term Note C

                                      (ii)    Such other documents and agreements as Bank may require.

                            (b)     Bank shall have receivedpayment of its $12,500 loan fee.

                            (c)     Bank shall have receiveda certificate from each Borrower attesting to the resolutions of the appropriate governing body, authorizing the execution, delivery, and performance of Term Note C, this Amendment and the other documents to which Borrowers are a party andauthorizing specific officers of Borrowers to execute the same.

                            (d)     All representations andwarranties of Borrowers set forth in the Loan Documents shall be true at and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date).

                            (e)     The information containedin the Schedules attached hereto as Exhibit “A” shall be acceptable to Bank

                            (f)     No condition or eventshall exist or have occurred which would constitute a default or an Event of Default under the Loan Documents.

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                            (g)     All other documents andlegal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed or recorded.

                    4.     **Representations and Warranties**. In order to induce Bank toenter into this Amendment, extend Term Loan C and effect the other modifications set forth herein, each Borrower:

                            (a)     ratifies, confirms andagrees that the Loan Agreement, as amended by this Amendment, and all other Loan Documents are valid binding and in full force and effect as of the date of this Amendment, and enforceable in accordance with their terms.

                            (b)     represents and warrantsthat, as of the date of this Amendment, (i)the outstanding principal balance of the Revolver Note is $4,472,383.38, of Term Loan A is $2,199,999.99 and of Term Loan B is $1,900,000.00, (ii) interest on the Loans has been paid in full through January1, 2003, and (iii) the aggregate amount available to be drawn under all Letters of Credit is $1,000,000.00.

                            (c)     agrees that no Borrowerhas any defense, set-off, counterclaim or challenge against the payment of any sums owed or owing under the Loan Documents or the enforcement of any of the terms of the Loan Documents.

                            (d)     ratifies, confirms andcontinues all liens, security interests, pledges, rights and remedies granted to Bank in the Loan Documents and agrees that such liens, security interests and pledges shall secure all of the Obligations under the Loan Documents as amended by thisAmendment.

                            (e)     represents and warrantsthat all representations and warranties in the Loan Documents are true and complete as of the date of this Amendment (except to the extent that such representations and warranties relate solely to an earlier date).

                            (f)     agrees that its failureto comply with or perform any of its covenants or agreements in this Amendment will constitute an Event of Default under the Loan Documents.

                            (g)     represents and warrantsthat no condition or event exists after taking into account the terms of this Amendment which would constitute an Event of Default (or will, upon the giving of notice or the passage of time, or both constitute and Event of Default).

                            (h)     representsand warrants that the execution and delivery of this Amendment by Borrowers and all documents and agreements to be executed and delivered pursuant to this Amendment:

                                      (i)     have been duly authorized by all requisite corporate action of each Borrower;

                                      (ii)     will not conflict with or result in a breach of, or constitute a default (or with the passage of time or the giving of notice or both, will constitute a default) under, any of the terms, conditions, orprovisions of any applicable statute, law, rule, regulation

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or ordinance or any Borrower’s articles of incorporation, by-laws or any indenture, mortgage, loan or credit agreement or instrument to which any Borrower is a party orby which it may be bound or affected, or any judgment or order of any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; and 

                                      (iii)     will not result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of any Borrower under the terms or provisions of any suchagreement or instrument, except liens in favor of Bank. 

**                    5.     Miscellaneous .**

                            (a)     Borrowers agree to payall of Bank’s costs and expenses in connection with the review, preparation, negotiation, documentation and closing of this Amendment and the consummation of the transactions contemplated hereunder, including without limitation, costs, fees andexpenses of counsel retained by Bank and all fees related to filings, recording of documents and searches, whether or not the transactions contemplated hereunder are consummated. Nothing contained herein shall limit in any manner whatsoeverBank’s right to reimbursement under any of the Loan Documents. The agreement set forth in this Paragraph 5(a) shall survive the repayment of the Notes.

                            (b)     Except as may beexpressly set forth herein, the terms and conditions of the Loan Documents **(INCLUDING WITHOUT LIMITATION THE AUTHORIZATIONS TO CONFESS JUDGMENT SET FORTH THEREIN)** are ratified and confirmed, shall remain in full force and effect, and shallsecure all of Borrowers’ liabilities to Bank under the Notes and the Loan Agreement. In furtherance of the foregoing, each Borrower, in its capacity as Guarantor of the Loans pursuant to its Surety Agreement executed and delivered in connectionwith the Loan Agreement, hereby consents to the modifications, amendments and agreements set forth in this Amendment and further ratifies, confirms and agrees that its Surety Agreement **(INCLUDING WITHOUT LIMITATION THE AUTHORIZATIONS TO CONFESSJUDGMENT SET FORTH THEREIN)** is and shall continue to be in full force and effect and that each Borrower, in its capacity as Guarantor of the Loans, is and shall continue to be liable for the Guaranteed Obligations (as such term is defined in theSurety Agreements), including without limitation those arising with respect to Term Loan C) to the fullest extent set forth therein. Also in furtherance of the foregoing, each Borrower, in its capacity as subordinating creditor pursuant to thatcertain Intercompany Subordination Agreement dated as of June 13, 2002, hereby consents to the modifications, amendments and agreements set forth in this Amendment and further ratifies, confirms and agrees that its Subordination Agreement is andshall continue to be in full force and effect and that the Senior Debt (as such term is defined in such Subordination Agreement) shall include without limitation, the indebtedness evidenced by Term Loan C. 

                            (c)     Nothing contained hereinand no actions taken pursuant to the terms hereof are intended to constitute a novation of the Loan Agreement or any of the Loan Documents and shall not constitute a release, termination or waiver of any of the liens, security interests, rights orremedies granted to Bank in the Loan Documents. 

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                            (d)     Except as otherwiseprovided herein, nothing herein contained and no actions taken by Bank in connection herewith shall constitute nor shall they be deemed to be a waiver, release or amendment of or to any rights, remedies, or privileges afforded to Bank under the LoanDocuments. Nothing herein shall constitute a waiver by Bank of any Borrower’s compliance with the terms of the Loan Documents, nor shall anything contained herein constitute an agreement by Bank to enter into any further amendments withBorrowers.

                            (e)     To the extent of anyinconsistency between the terms and conditions of this Amendment and the terms and conditions of the other Loan Documents, the terms and conditions of this Amendment shall prevail. All terms and conditions of the Loan Documents not inconsistentherewith shall remain in full force and effect and are hereby ratified and confirmed by Borrowers. 

                            (f)     This Amendment shall bebinding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

                            (g)     The headings of theSections of this Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Amendment.

                            (h)     This Amendment has beenmade, executed and delivered in the Commonwealth of Pennsylvania and will be construed in accordance with and governed by the laws of such Commonwealth, without regard to any rules or principles regarding conflicts of law or any rule or canon ofconstruction which interprets agreements against the draftsman.

                            (i)     This Amendment may beexecuted in any number of counterparts, all of which taken together constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Any signature delivered via facsimile shall bedeemed an original signature hereto. 

                            (j)     **BORROWERS AND BANKWAIVE ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AMENDMENT, (b) ARISING UNDER ANY OF THE OTHER LOAN DOCUMENTS OR (c) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OFBORROWERS, WITH RESPECT TO THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BORROWERS AND BANK AGREE AND CONSENT THAT ANY SUCH CLAIM,DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF BORROWERS AND BANKTO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH BORROWER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION, THAT IT FULLY UNDERSTANDS ITS TERMS , CONTENT AND EFFECT, AND THAT IT VOLUNTARILY AND KNOWINGLYAGREES TO THE TERMS OF THIS SECTION.**

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**          IN WITNESS WHEREOF**, the parties hereto have executed this Amendment as of the date first writtenabove.

 

BERGER HOLDINGS, LTD.

 

BERGER FINANCIAL CORP.

 

BERGER BROS COMPANY

 

COPPER CRAFT, INC.

 

WALKER METAL PRODUCTS, INC.

 

 

 

By:

/s/ FRANCIS  E. WELLOCK , JR .

 

 

 

Name:

**Francis E. Wellock, Jr.**

 

Title (as to all):

**CFO**

 

 

 

WACHOVIA BANK, NATIONAL ASSOCIATION

 

 

 

 

 

By:

/s/ MARTIN  J. COSTELLO 

 

 

 

Name:

**Martin  J. Costello**

 

Title:

**Vice President**

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**EXHIBIT “A”**

**Schedules to Section 12 of the LoanAgreement**

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