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                                                                 Exhibit 10 (jj)

                             STANDARD LOAN AGREEMENT

                                   ARTICLE I.

SECTION 1.01: PURPOSE OF LOAN FUND

         The purpose of the Revolving Loan Fund is to support business
activities for which credit is not otherwise available on terms and conditions
which would permit completion and/or the successful operation or accomplishment
of the project in the following eligible areas:

         Aurora, Bon Homme, Brule, Charles Mix, Davison, Douglas, Gregory,
Hanson, Hutchinson, Jerauld, Lyman, Sanborn, Tripp and Yankton Counties in South
Dakota. The Lender reserves the right to recall the loan if these requirements
are not met. Loan funds from this loan may be used for real property acquisition
or construction, machinery, equipment, inventory, and working capital. Any
equipment to be purchased with loan funds must be specifically identified on an
exhibit to this agreement, and Borrower shall comply with all reporting and
inventory requirements of Lender with respect to equipment purchased.

SECTION 1.02: PURPOSE OF LOAN

M-Tron Industries, Inc. (the Borrower) will utilize ABC funding, up to $100,000,
to assist with the expansion of their business in Yankton, South Dakota. The
description of the collateral is described in Exhibit A.

SECTION 1.03: TERMS AND CONDITIONS

         Upon the terms and conditions as hereinafter set forth, Lender shall
loan to, borrower the sum up to $100,000 (hereinafter "Loan") bearing interest
at the rate of five and one half percent (5,5%) per annum to be amortized over
120 periods, and paid in equal monthly installments with the first such
installment due on the 10th day of November, 2002, and a like monthly payment
due on the 10th day of each month thereafter until November 10, 2007 when the
entire remaining principal balance, together with accumulated interest, shall
become due and paid in full. Such loan shall be evidenced by a promissory note,
a true and correct copy of which is attached hereto as Exhibit "B," and shall be
secured by a mortgage, a true and correct copy of which is attached hereto as
Exhibit "D". Those documents, together with this Loan agreement, (the "Loan
Documents") shall be executed contemporaneously herewith and incorporated herein
by this reference. The parties agree that a default under the terms of any of
the agreements within said Loan documents shall constitute a default under all
the agreements incorporated within the said Loan Documents.

The Borrower will make payments to the Lender as follows:

           1.     The sum of $100,000 will be amortized over a 120 month period
                  with monthly installments that equally blend principal and
                  interest in the amount of $1,085.43 each. The first of such
                  installments shall be due on the 10th day of November, 2002
                  with a like installment due on the 10th day of each month
                  thereafter until November 10, 2007.

           2.     Payments are due on the tenth of the month, unless otherwise
                  agreed to by the Board of Areawide Business Council.

           3.     The borrower will be given ten (10) days grace to remit the
                  loan payments. After ten (10) days, the loan payment will be
                  considered delinquent.

           4.     Payments received after the twentieth of the month will be
                  subject to a late fee in an amount equaling ten percent of the
                  scheduled payment due that month or $50 whichever is greater.

           5.     If the Borrower does not include the late charge with their
                  next payment, the next payment will be applied to the late
                  charge first, interest next, and principal last.

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           6.     If the Borrower makes no further payments, interest will be
                  added to the late charges at the same rate as on the balance
                  of the loan.

           7.     Board of Directors of the Areawide Business Council may
                  forgive the late charges and interest on late charges if it is
                  deemed necessary or beneficial to ABC.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and covenants the following:

SECTION 2.01: DULY ORGANIZED

         The Borrower is a corporation duly organized, validly existing, and in
good standing under the laws of the State of South Dakota and has the power to
enter into this Agreement and to borrow hereunder.

SECTION 2.02: DULY AUTHORIZED

         The making and performance by the Borrower of this Agreement, and the
execution and delivery of the Note, and any Security Agreements and Instruments
have been duly authorized by all necessary corporate actions and will not
violate any law, rule, regulation, order, writ, judgment, decree, determination,
or award presently in effect having applicability to the Borrower or any
provision of the Borrower's Certificate of Incorporation or by-laws, or result
in a breach of, or constitute a default under any indenture or bank loan or
credit agreement or any other agreement or instrument to which the Borrower is a
party or by which is or its property may be bound or affected.

SECTION 2.03: NO LEGAL SUITS

         There are no legal actions, suits or proceedings pending, or, to the
knowledge of the Borrower, threatened against the Borrower before any court or
administrative agency, which, if determined adversely to the Borrower, would
have a material adverse effect on the financial condition or business of the
Borrower.

SECTION 2.04: NOT IN DEFAULT

         The Borrower is not in default of any obligation, covenant, or
condition contained in any bond, debenture, note or other evidence of
indebtedness or any mortgage or collateral instrument securing the same.

SECTION 2.05: TAXES ARE PAID

         The Borrower has filed all tax returns which are required and has paid
all taxes which have or may become due pursuant to said returns or pursuant to
any assessments levied against the Borrower or its personal or real property by
any taxing agency, federal, state or local. No tax liability has been assessed
by the Internal Revenue Service or other taxing agency, federal, state or local
for taxes materially in excess of those already provided for and the Borrower
knows of no basis for such deficiency assessment. Borrower has paid in full all
personal and real property taxes by any taxing agency, federal, state or local
against the property which Borrower owns or is obligated to pay.

SECTION 2.06: NO ADVERSE CHANGE

         The Borrower certifies that there has been no adverse change since the
date of the loan application in the financial conditions, organizations,
operation, business prospects, fixed properties, or personnel of the Borrower.

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                                  ARTICLE III.

                              CONDITIONS OF LENDING

         The obligation of Areawide Business Council, Inc. (the "Lender") to
make the Loan shall be subject to the fulfillment at the time of closing of each
of the following conditions:

SECTION 3.01:

         Borrower agrees to indemnify and hold Areawide Business Council, the
Economic Development Administration, and the United States Department of
Commerce harmless from and against all liabilities that may be incurred as a
result of providing a loan, grant, or other award to assist, directly or
indirectly, in the preparation of the business site or construction, renovation,
or repair of any facility on the business site, to the extent that such
liabilities are incurred because of toxic or hazardous contamination of the
ground water, surface, soil or other conditions caused by operations of the
Borrower or any of its predecessors on the property.

SECTION 3.02:

         Borrower acknowledges that, when applying for this loan, Borrower
completed a Certificate of Hazardous Waste, wherein borrower represented and
warranted the absence of contamination from toxic or hazardous substances on the
premises of Borrower's facilities. Borrower continues to represent and warrant
that, to the Best of Borrower's knowledge, there exists not toxic or hazardous
substances upon borrower's premises, and borrower shall not store or bury such
toxic or hazardous substances on its premises during the term of this loan
agreement.

SECTION 3.03:

         The Borrower will document a REDI loan of at least $350,000 from the
Governor's Office of Economic Development and loan from YAPG in the amount of
$250,000. These can be documented by Standard Loan Agreements and Promissory
Notes.

SECTION 3.04:

         The Borrower will document a minimum equity injection of $800,000.

SECTION 3.05:

         Said loan shall be evidenced by a Promissory Note and shall be secured
by a Mortgage on real estate of the corporation according to the terms of the
Mortgage which in addition to this Loan Agreement (the "Loan Documents") is
executed contemporaneously herewith and incorporated by reference herein. The
parties agree a default under the terms of any of the agreements within said
Loan Documents shall constitute a default under all the agreements incorporated
within the said Loan Documents.

SECTION 3.06

         Loan disbursements shall be made on or after October 9, 2002 and shall
be based on evidence submitted by the Borrower and verified by ABC that the
Borrower has or will incur actual costs as permitted by the Loan Agreement for
the expansion of M-Tron Industries, Inc.. The Borrower will pay a loan
origination fee of 1% of the loan amount. This will be paid at or before the
time of the loan closing.

SECTION 3.07

         Disbursements of the Loan funds shall be made in accordance to Section
3.06 the Borrower represents and warrants that it shall not provide any
financing statements covering the collateral herein described to any other party
than ABC, and no financing statements covering all or any part of the
collateral, except any which may have been filed by ABC, is or shall be on file
at any public office. Upon disbursement of loan funds from time to time, ABC may
require, and the Borrower shall promptly and timely

<PAGE>

provide, such financing statement or statements covering any property and
equipment ABC shall deem necessary.

SECTION 3.08:

         This contract shall not be construed as creating between the parties or
by any third persons any relationship of third party beneficiary, principal and
agent, limited or general partnership, or joint venture.

SECTION 3.9:

         The Borrower warrants that it has obtained or has reasonable assurance
that it will obtain, all federal, state and local governmental approvals and
reviews required by law to be obtained for the establishment of the business.

                                   ARTICLE IV.

                     AFFIRMATIVE COVENANTS OF THE BORROWER

         The Borrower agrees to comply with the following covenants from the
date hereof until the Lender has been fully repaid with interest, unless the
Lender shall otherwise consent in writing.

SECTION 4.01: PAYMENT OF THE LOAN

         The Borrower agrees to pay punctually the principal and interest on the
Note according to its terms and conditions and as set forth in Section 6.04 of
this Agreement. Borrowers shall pay punctually any other amounts that may become
due and payable to the Lender under or pursuant to the terms of this Agreement
or Note. Loan payments delinquent for 10 days shall be assessed a late payment
fee of $50.00 or 10% of the scheduled payment, whichever is greater.

SECTION 4.02: PAYMENT OF OTHER INDEBTEDNESS

         The Borrower agrees to pay punctually the principal and interest due on
any other indebtedness now or hereafter at any time owing by the Borrower to any
Lender involved in this project Borrower shall, at Lender's request, provide
evidence of application of all other funds to project, and of payment on all
other obligations.

SECTION 4.03: MAINTAIN AND INSURE PROPERTY

         The Borrower agrees at all times to maintain the property provided as
security for this Loan in a condition equal to the condition of said property at
the time this Agreement is executed, normal wear and tear excepted, and in any
event in such condition and repair that the Lender's security will be adequately
protected. The Borrower also agrees to maintain, during the term of the Loan,
adequate hazard insurance policies covering fire and extended coverage and such
other hazards as may be deemed appropriate in amounts at least equal to the
unpaid balance of the note, and issued by companies satisfactory to the Lender
with acceptable loss payee clauses in favor of the Lender. The policy of
insurance shall include a proof of insurance provision requiring written notice
to Lender prior to cancellation. The Borrower further agrees if, at any time
during the life of the Loan the Borrower's property is declared to be within a
flood hazard area, to purchase Federal Flood Insurance if available. Such
insurance shall be in an amount equal to the lesser of: (i) the amount of the
loan; (ii) the insurable value of the property; or (iii) the maximum limit of
coverage available. If the property is not located in a flood hazard area at the
time of loan closing, the Borrower will provide satisfactory evidence thereof.
The Borrower further agrees to maintain adequate liability and workers'
compensation insurance in amounts and form satisfactory to the Lender.

SECTION 4.04: PAY ALL TAXES

         The Borrower agrees to duly pay and discharge all real and personal
property taxes, assessments, and governmental charges upon it or against its
properties prior to the date on which the penalties attached

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thereto, except that the Borrower shall not be required to pay any such tax,
assessment, or governmental charge which is being contested by it in good faith
and by appropriate proceedings.

SECTION 4.05: MAINTAIN EXISTENCE

         The Borrower agrees to maintain its existence, rights and privileges
within the State of South Dakota and qualify and remain qualified as a
Corporation in each jurisdiction in which its present or future operations or
its ownership of property requires such qualification.

SECTION 4.06: PROVIDE FINANCIAL AND JOB INFORMATION

         The Borrower agrees to maintain adequate records and books of account,
in which complete entries wilt be made reflecting all of its business and
financial transactions, such entries to be made in accordance with generally
accepted accounting principles and provided to the Lender on an annual basis.

         Borrower will keep accurate books, records and accounts with respect to
the collateral, and with respect to the general business of Borrower, including
annual financial statements prepared by an independent accountant and certified
by an authorized officer of the Borrower, and will make the same available to
the Lender at its request for examination and inspection until the indebtedness
hereby secured shall be paid in full; and Borrower will permit any authorized
representative of the Lender to examine and inspect, during normal business
hours, any and all premises where the collateral is or may be kept or located.
Borrower agrees that annual financial statements will be completed within a
reasonable time following the close of Borrower's fiscal year, and that any
records requested by Lender will be furnished within a reasonable time. The
Lender retains the right to request audited statements from the Borrower, to be
obtained at the Borrower's expense. Lender agrees to keep any information
disclosed pursuant to this paragraph confidential.

         The Borrower further agrees to provide job hiring or saving
documentation to the Lender annually for the period of the Loan. This job
documentation will be provided by ABC and will include new hires, or jobs saved
that directly relate to the Loan Commitment Letter.

         The Borrower further agrees to provide written notice to the Lender of
any public hearing or meeting before any administrative or other public agency
which may in any manner affect the chattel, personal property, or real estate
securing the Loan.

         The Borrower will create 25 permanent jobs or job opportunities at its
place of business within thirty-six (36) months of the date hereof. This loan
shall be callable by ABC, at ABC's sole and uncontrolled discretion, at any time
after 36 months if the above new employment positions have not been developed
and maintained by the business. If such loan is called by ABC, and a default
declared thereby, Borrower shall repay the outstanding principal loan amount
plus accumulated interest within 30-days of such notice to Borrower.

SECTION 4.07: RIGHT TO INSPECTION

         The Borrower agrees to grant the Lender, until the Note has been fully
repaid with interest, the right at all reasonable hours to inspect the property
used to secure the Loan; and the Borrower further agrees to provide the Lender
free access to the Borrower's premises for the purpose of such inspection to
determine the condition of the personal property and real estate.

SECTION 4.08: NULL AND VOID COVENANTS

         The Borrower agrees that, in the event that any provision of this Loan
Agreement or any other instrument executed at closing or the application thereof
to any person or circumstances shall be declared null and void, invalid, or held
for any reason to be unenforceable by a Court of competent jurisdiction, the
remainder of such agreement shall nevertheless remain in full force and effect,
and to this end, the provisions of all covenants, conditions, and agreements
described herein are deemed separate.

<PAGE>

SECTION 4.09: EXPENSES AND CLOSING COSTS

         All loans are subject to a loan origination fee equal to one and a half
percent of the amount of the loan. The Borrower agrees to pay all fees, expenses
and charges in respect to the Loan, or its making or transfer to the Lender in
any way connected therewith including but not limited to, the fees and
out-of-pocket expenses of legal counsel employed by the Lender, title insurance
and survey costs, recording and filing fees, any other taxes, fees and expenses
payable in connection with this transaction and with the enforcement of this
Loan Agreement and Note.

SECTION 4.10: NOTICE OF DEFAULT

         The Borrower agrees to give written notice to the Lender of any event,
within thirty (30) days of the event, which constitutes an Event of Default
under this Loan Agreement as described in Article V herein or that would, with
notice or lapse of time or both, constitute an Event of Default under this Loan
Agreement.

SECTION 4.11: EXPENSE OF COLLECTION OR ENFORCEMENT

         The Borrower agrees if, at any time, the Borrower defaults on any
provision of this Loan Agreement, to pay the Lender in addition to any other
amounts that may be due from the Borrower, an amount equal to the costs and
expenses of collection, enforcement, or correction or waiver of the default
incurred by the Lender's rights under the Note and this Agreement, the
prevailing party shall pay reasonable Attorney's fees including Attorney's fees
on appeal.

                                   ARTICLE V.

                               EVENTS OF DEFAULT

          The entire unpaid principal of the Note, and the interest then accrued
thereon, shall become and be immediately due and payable upon the written demand
of the Lender without any other notice or demand of any kind or any presentment
or protest, if any one of the following events (hereafter an "Event of Default")
shall occur and be continuing at the time of such demand, whether voluntarily or
involuntarily, or without limitation, occurring or brought about by operation of
law or pursuant to or in compliance with any judgment, decree or order of any
court or any order, rules, or regulations of any administrative or governmental
body. Provided, however, that such sum shall not be then payable if Borrower's
payments have been waived or the time for making the Borrower's payments has
been extended by the Lender.

SECTION 5.01 NONPAYMENT OF LOAN

         If the Borrower shall fail to make payment when due of any installment
of principal on the Note or interest accrued thereon, and if the default shall
remain unremedied for fifteen (15) days.

SECTION 5.02: NONPAYMENT OF OTHER INDEBTEDNESS

         If default shall be made in the payment when due of any installment of
principal or of interest on any of the Borrower's other indebtedness as
described in Paragraph 4.02 hereof, and if such default shall remain unremedied
for fifteen (15) days.

SECTION 5.03: INCORRECT REPRESENTATION OR WARRANTY

         Any representation or warranty contained in, or made in connection with
the execution and delivery of this Loan Agreement, or in any certificate
furnished pursuant hereto, shall prove to have been false when made in any
material respect.

SECTION 5.04: DEFAULT IN COVENANTS

         The Borrower shall default in the performance of any other term,
covenant, or agreement contained in this Loan Agreement, and such default shall
continue unremedied for thirty (30) days after either: (1) it

<PAGE>

becomes known to an executive officer of the Borrower; or (2) written notice
thereof shall have been given to the Borrower by the Lender.

SECTION 5.05: VOLUNTARY INSOLVENCY

         If the Borrower shall become insolvent or shall voluntarily file a
petition seeking reorganization of, or the appointment of a receiver, trustee,
or liquidation for it or a substantial portion of its assets, or to effect a
plan or other arrangement with creditors, or shall be adjudicated bankrupt, or
shall make a voluntary assignment for the benefit of creditors.

SECTION 5.06: INVOLUNTARY INSOLVENCY

         If an insolvency petition shall be filed against the borrower under any
bankruptcy, insolvency, or similar law or seeking the reorganization of or the
appointment of any receiver, trustee, or liquidation for the Borrower, or of a
substantial part of the property of the Borrower, or a writ or warrant of
attachment or similar process shall be issued against a substantial part of the
property of the borrower, and such petition shall not be dismissed, or such writ
or warrant of attachment or similar process shall not be released or bonded,
within thirty (30) days after filing of levy.

SECTION 5.07: JUDGMENTS

         If any final judgment for the payment of money that is not fully
covered by liability insurance shall be rendered against me Borrower, which
would have a material adverse effect on the financial status of borrower, and
within sixty (60) days shall not be discharged, or an appeal therefrom taken and
execution thereon effectively stayed pending such appeal, and if such judgment
be affirmed on such appeal and the same shall not be discharged within thirty
(30) days.

SECTION 5.08: CESSATION/REDUCTION OF OPERATIONS/RELOCATION

         A cessation or substantial reduction of operations in the Project under
circumstances indicative, in the opinion of Lender, of a lack of intention or
ability to provide continuing employment and economic benefits for the area in
which the Project is located. Any relocation of activities outside Lender's
service area.

SECTION 5.09: FAILURE OF JOB CREATION

         If Borrower fails to demonstrate job creation as detailed in the loan
application, or if Borrower fails to report job creation as requested by Lender.

SECTION 5.10: RIGHTS UPON DEFAULT

         Upon default by Borrower, Lender has all remedies available to it under
State law in enforcing this Agreement and Lender's rights to the collateral
mentioned herein including, but not limited to, the following:

         a)       Accelerate and declare the full balance immediately due on the
                  Note and commence suit for collection thereof;

         b)       Take possession of the collateral or render it unusable,
                  without notice, except as required by law, provided that said
                  self-help shall be done without breach of peace; provided
                  further that Lender's rights under this subparagraph shall be
                  subject to Borrower's right to cure within thirty (30) days of
                  written notice of default as set forth in Section 5.04 hereof,

         c)       Request and demand that Borrower assemble the collateral at an
                  acceptable location for delivery to Lender;

         d)       Sell or dispose of collateral by sale and pursuant to the law;

         e)       Specifically enforce the terms of the Note and related
                  agreements;

                                       7

<PAGE>

         f)       Foreclose on any or appropriate property by strict foreclosure
                  in equity;

         g)       Pursue any and all other remedies available under law to
                  enforce the terms of this Agreement and Lender's rights to the
                  real and personal property identified herein, and in
                  collateral security documents of the Lender.

                                   ARTICLE VI.

                                 MISCELLANEOUS

SECTION 6.01: WAIVER OF NOTICE

         No failure or delay on the part of the Lender in exercising any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy
hereunder. No modification or waiver of any provision of this Loan Agreement or
of the Note, nor any consent to any departure by the Borrower therefrom, shall
in any event be effective unless the same shall be in writing, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. No notice to or demand on the Borrower in any
case shall entitle the Borrower to any other or further notice or demand in
similar or other circumstances.

SECTION 6.02: AMENDMENTS - WRITING REQUIRED

         The Lender hereby expressly reserves all rights to amend any provisions
of this Agreement, to consent to or waive any departure from the provisions of
this Loan Agreement, to amend or consent to, or waive departure from the
provisions of the Note, and to release or otherwise deal with any collateral
security for payment of the Note provided, however, that all such amendments be
in writing and executed by the Lender and the Borrower.

SECTION 6.03: NOTICES

         All notices, consents, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been duly given to a
party hereto if mailed by certified mail, prepaid, to the Lender at P.O. Box
687, Yankton, South Dakota 57078, and to the Borrower in care of David Rein,
CFO, M-Tron Industries, Inc., 100 Douglas Ave., Yankton, SD 57078 or at such
other addresses as any party may have designated in writing to any other party
hereto. This section does not limit other means of delivering written notice if
said notices are actually received.

SECTION 6.04: SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         All agreements, representations, and warranties made by the Borrower
herein or any other document or certificate delivered to the Lender in
connection with the transactions contemplated by this Loan Agreement shall
survive the delivery of this Agreement, the Note and the Security Agreements
hereunder, and shall continue in full force and effect so long as the Note is
outstanding.

SECTION 6.05: SUCCESSORS AND ASSIGNS

         This Loan Agreement shall be binding upon the Borrower, its Successors
and Assigns, except that the Borrower may not assign or transfer its rights
without prior written consent of the Lender, which consent shall not be
unreasonably withheld. This Agreement shall inure to the benefit of the Lender
and, except as otherwise expressly provided in particular provisions hereof, all
subsequent holders of the Note. Borrower acknowledges that Lender contemplates
and may assign the Note and this Agreement and consents to such assignments.

<PAGE>

SECTION 6.06: RESTRICTION ON SALE OR LEASE

         Borrower shall not sell or lease the building financed in part with ABC
funding, or any part thereof, or its business in the City of Yankton, South
Dakota, to any unrelated third party while any amount remains unpaid on said
Loan without the prior written consent thereto by ABC which consent shall not be
unreasonably withheld. Violation of this provision by Borrower shall constitute
an event of default hereunder and ABC may pursue its remedies as hereinafter set
forth.

SECTION 6.07: GOVERNING LAW

         This Loan Agreement and the Note and Mortgage shall be deemed contracts
made under the laws of the State of South Dakota and for all purposes shall be
construed in accordance with the laws of said State.

SECTION 6.08: WAIVER

         Failure by Lender at any time to require performance by Borrower of any
of the provisions of this Agreement shall in no way affect Lender's rights
hereunder to enforce the same. Nor shall any waiver by Lender of any breach
hereof be held to be a waiver of any succeeding breaches or a waiver of this
non-waiver clause.

                                  ARTICLE VII.

                                   PREPAYMENT

         The Borrower has the ability to prepay the loan in full or in part,
without penalty, but such prepayment shall be first applied to accrued interest,
and the balance, if any, on principal.

                                  ARTICLE VIII.

                               PROJECT ASSURANCES

         The Borrower hereby assures and certifies that it will comply with all
regulations, policies, guidelines and requirements as they relate to the
Revolving Loan Fund (RLF). The Borrower assures and certifies that:

         1.       It will comply with Title VI of the Civil Rights Act of 1964
                  (P.L. 88-352) and in accordance with Title VI of the Act, no
                  person in the United States shall, on the ground of race,
                  color or national origin, be excluded from participation in,
                  be denied the benefits of or be otherwise subjected to
                  discrimination under any program or activity for which the
                  applicant receives Federal financial assistance and will
                  immediately take any measures to effectuate this agreement. If
                  any real property or structure thereon is provided or improved
                  with the aid of Federal financial assistance extended to me
                  applicant, this assurance shall obligate the applicant, or in
                  the case of any transfer of such property, any transferee, for
                  the period during which the real property or structure is used
                  for a purpose for which the Federal financial assistance is
                  extended or for another purpose involving the provisions of
                  similar services or benefits.

         2.       It will comply with the Civil Rights laws listed below, and
                  with any subsequent modifications of those regulations. The
                  application of these laws is described and explained in EDA's
                  Civil Rights Guidelines.

                  a.       Section 112 of Public Law 92-65 (42 U.S.C. 3123).
                           Prohibits sex discrimination in assistance provided
                           under the Public Works and Economic Development Act
                           of 1965, as amended

<PAGE>

                  b.       Americans with Disabilities Act, Public Law 90-480,
                           as amended. Prohibits discrimination against people
                           with disabilities in any program or activity
                           receiving Federal financial assistance.

                  c.       Section 504 of the Rehabilitation Act of 1973 (26
                           U.S.C. 794) and 15 CFR, Part 8b, subsections a, b, c,
                           and e (Regulations of Department of Commerce
                           Implementing section 504 of the Rehabilitation Act).
                           Prohibits discrimination against the handicapped in
                           any program or activity receiving Federal financial
                           assistance.

                  d.       Section 303 of the Age Discrimination Act of 1975 (42
                           U.S.C. 6102). Prohibits discrimination on the basis
                           of age in any program or activity receiving Federal
                           financial assistance.

                  e.       Executive Order 11246. Provides that Federal
                           contractors or Federally assisted contractors shall
                           not discriminate on the basis of race, color,
                           religion, sex or national origin.

                  f.       Title 13 CFR Part 311. (Civil Rights regulations of
                           the Economic Development Administration).

                  g.       Sections of Title VI of the Civil Rights Act of 1964
                           (42 U.S.C. 2000d) prohibiting employment
                           discrimination where (1) the primary purpose of the
                           grant is to provide employment or (2) discriminatory
                           employment practices will result in unequal treatment
                           of persons who are or should be benefiting from the
                           grant- aided activity.

         3.       It will insure that the facilities under its ownership, lease,
                  or supervision which shall be utilized in the accomplishment
                  of the project are not listed on the Environment Protection
                  Agency's (EPA) list of Violating Facilities and that it will
                  notify the Federal grantor agency of the receipt of any
                  communication from the Director of the EPA Office of Federal
                  Activities indicating that a facility to be utilized in the
                  project is under consideration for listing by the EPA.

         4.       It will comply with the flood insurance purchase requirements
                  of Section 102(E) of the Flood Disaster Protection Act of
                  1973, Public Law 93-234, 87 Stat. 975, approved December 31,
                  1976. Section 102(a) requires, on and after March 2, 1975, the
                  purchase of flood insurance in communities where such
                  insurance is available as a condition for the receipt of any
                  Federal financial assistance for construction or acquisition
                  purposes for use in any area that has been identified by the
                  Federal Emergency Management Agency (FEMA) as an area having
                  special flood hazards. The phrase "Federal financial
                  assistance" includes any form of loan, grant, guaranty,
                  insurance payment, rebate, subsidy, disaster assistance loan
                  or grant, or any other form of direct or indirect Federal
                  assistance.

         5.       It will assist the Federal grantor agency in its compliance
                  with Section 106 of the National Historic Preservation Act of
                  1966, as amended (16 U.S.C. 470), Executive Order 11593, and
                  the Archeological and Historic Preservation Act of 1966, (16
                  U.S.C. 469a-l) by (a) consulting with the state Historic
                  Preservation Officer on the conduct of investigations, as
                  necessary, to identify properties listed in or eligible for
                  inclusion in the National Register of Historic Places that are
                  subject to adverse effects (See 36 CFR Part 800.8) by the
                  activity, and notifying the Federal grantor agency of the
                  existence of any such properties, and by (b) complying with
                  811 requirements established by the Federal grantor agency to
                  avoid or mitigate adverse effects upon such properties.

         6.       It will give Lender or the Economic Development Administration
                  through any authorized representative the access to the right
                  to examine all records, books, papers, or documents related to
                  the loan.

<PAGE>

         7.       It will comply with Section 2 of the Public Works and Economic
                  Development Act of 1965, as amended, which states that under
                  the provisions of this Act new employment opportunities should
                  be created by developing and expanding new and existing
                  facilities and resources rather than by merely transferring
                  jobs from one labor area to another.

         8.       It will assure that any building or facility financed in whole
                  or in part by any funds provided under the RLF will be
                  designed, constructed or altered so as to assure ready access
                  to and use of such building or facility by the physically
                  handicapped. This provision applies only to firms which deal
                  directly with the general public in the normal and usual
                  course of their business, and to facilities in which business
                  is customarily transacted by and with members of the general
                  public.

         9.       It will comply with the Davis Bacon Act, as amended (40 U.S.C.
                  276a-276a-5).

         10.      It will comply with all requirements imposed by the Federal
                  sponsoring agency concerning special requirements of law,
                  program requirements, and other administrative requirements.

         11.      It, with all other applicable federal, state, county or
                  municipal statutes, ordinances, rules or regulations as they
                  may apply to M-Tron Industries, Inc. in the operations of its
                  business in Yankton County, South Dakota.

<PAGE>

                                   ACCEPTANCE

         The Offer of Lender set forth herein may be withdrawn unless accepted
in writing by Borrower within ten (10) days from the date of receipt by Borrower
of Lender's Offer of the Loan. This Loan Agreement shall be effective upon the
date of Borrower's acceptance hereof.

OFFERED ON 10-10-02

AREAWIDE BUSINESS COUNCIL, INC.

By: Rod Hartog
    ---------------------------
Its: Chairman
     --------------------------

                              BORROWER'S ACCEPTANCE

To evidence its acceptance of Lender's Offer of the Loan and its agreement with
and acceptance of all of the terms, conditions, representations and provisions
of this Loan Agreement, Borrower has duly subscribed this instrument and has
caused its seal to be affixed hereto this 10th day of October, 2002.

BORROWER: M-TRON INDUSTRIES, INC.

BY: /s/ Robert R. Zylstra
    -----------------------------
Robert R. Zylstra, President

(CORPORATE SEAL)

(STATE OF SOUTH DAKOTA)

(COUNTY OF Yankton)

On this 10 day of October, 2002, before me the undersigned officer, personally
appeared Robert Zylstra, who acknowledged himself to be the President of M-Tron
Industries, Inc. and that he as such President being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the limited liability corporation by himself as President.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

LORI COWMAN                                             /s/ Lori Cowman
NOTARY PUBLIC SEAL                                      ---------------
STATE OF SOUTH DAKOTA                                    Notary Public

Commission Expires: 5-19-06

                                       12

<PAGE>

                                   EXHIBIT A

COLLATERAL:

MORTGAGE DATED OCTOBER 9, 2002 ON REAL PROPERTY LEGALLY KNOWN AS THE EAST TWO
HUNDRED FEET (E200') OF THE NORTHWEST QUARTER (NW 1/4) OF THE NORTHEAST QUARTER
(NE 1/4) OF SECTION 17, TOWNSHIP 93, RANGE 55, WEAT OF THE 5TH P.M., YANKTON
COUNTY, SOUTH DAKOTA.

                                       13
<PAGE>

                                    EXHIBIT B
                                 PROMISSORY NOTE

$100,000                                                         October 9, 2002

         For value received, the undersigned, M-TRON INDUSTRIES, INC. (hereafter
sometimes referred to as "Debtor") promises to pay to the order of Areawide
Business Council, Inc. (hereafter referred to as "Holder") at its office in the
City of Yankton, State of South Dakota or at such other place as may be
designated from time to time by the Holder, the principal sum of One Hundred
Thousand Dollars and no Cents ($100,000.00) together with interest on the unpaid
balance of the principal remaining from time to time unpaid at the rate of Five
and one half percent (5.5%) per annum; interest shall commence and be computed
from October 9, 2002, at said rate; said loan and the payments thereon shall be
paid as follows:

         The One Hundred Thousand Dollars and no Cents ($100,000.00) will be
         amortized over a 120 month period with installments that equally blend
         principal and interest in the amount of $1,085.43 each, with the first
         of such installments due on the 10th day of November, 2002, and with a
         like installment due on the 10th day of each month thereafter until
         November 10, 2007 when the entire remaining principal balance, together
         with accumulated interest, shall become due and paid in full. All
         payments made upon this Promissory Note shall be applied first to the
         payment of accrued interest and then to the reduction of principal.
         This payment schedule is based upon the amortization schedule attached
         hereto as Attachment A which amortization schedule assumes that all
         payments due on this Promissory Note are paid in full when due.
         Variation of actual payment date from the required and anticipated
         payment date shall affect and cause variance from the specific
         calculations shown upon the said amortization schedule.

         This Promissory Note is made and given in conjunction with the Loan
Agreement between the parties and is secured by the Mortgage bearing even date
herewith. Default of any term or condition of any of said documents or
agreements shall be deemed a default of this Promissory Note entitling the
Holder to all of the rights and remedies of the Secured Party Creditor as
provided in the said agreements, documents and guaranties and as provided by
law.

         Any sum payable hereunder and not paid when due, including the entire
unpaid balance upon acceleration, shall bear interest at the default rate of 12%
per annum until paid.

         This Promissory Note or any portion thereof may be prepaid on any
payment date without penalty; provided that any prepayment shall not relieve the
Borrower of its obligation to make the monthly installments due on the first day
of each month until this Promissory Note is paid in full.

<PAGE>

         The makers, endorsers, and guarantors hereof waive presentment, demand
of payment, notice of non-payment, protest and notice of protest, and agree that
any extensions of the time made hereon or renewals hereof shall not affect their
liability, regardless whether they have notice of such extensions or renewals.

         The Indebtedness evidenced hereby, including all principal, interest
and expense charges (hereafter called the "Indebtedness"), shall immediately
become due and payable, without notice or demand, upon the appointment of a
receiver or liquidator, whether voluntary or involuntary, unless any involuntary
proceeding is dismissed within thirty (30) days of filing, for the undersigned
Debtor or for any of its property, or upon the filing of a petition by or
against the undersigned Debtor under the provisions of any State insolvency law
or under the provisions of the Bankruptcy Reform Act or 1978, as amended, or
upon the making by the undersigned Debtor of an assignment for the benefit of
its creditors.

         The Holder hereof is authorized to declare all or any part of the
Indebtedness immediately due and payable upon the happening of any of the
following events: [1] Failure to pay any part of the Indebtedness within ten
(10) days when due; [2] non-performance by the undersigned Debtor of any
agreement with, or any condition imposed by Holder with respect to the
Indebtedness in any note, security agreement, or loan agreement with Area wide
Business Council, Inc. not cured within thirty (30) days of notice to Debtor;
[3] Holder's discovery of the failure of Debtor or its parent company to
disclose any fact deemed by Holder to be material to the making of this Loan, or
any misrepresentation by, on behalf of, or for the benefit of the undersigned
Debtor; [4] the reorganization (other than a reorganization pursuant to any of
the provisions of the Bankruptcy Reform Act of 1978, as amended) or merger or
consolidation of the undersigned Debtor (or the making of any agreement
therefor), other than within Debtor's own organization without the prior written
consent of Holder; [5] the undersigned Debtor's failure duly to account to
Holder's satisfaction within ten (10) days of notice, at such time or times as
Holder may require, for any of the Collateral, or proceeds thereof coming into
the control of the undersigned Debtor, [6] if any final judgment for the payment
of money that is not fully covered by liability insurance shall be rendered
against the Borrower, which would have a material adverse effect on the
financial status of borrower, and within sixty (60) days shall not be
discharged, or an appeal therefrom taken and execution thereon effectively
stayed pending such appeal, and if such judgment be affirmed on such appeal and
the same shall not be discharged within thirty (30) days; or [7] if Debtor or
its parent company should violate any other covenant contained in the loan
documents, including the Loan Agreement and the Security Agreement and other
documents related thereto. Holder's failure to exercise its rights under this
paragraph shall not constitute a waiver thereof.

         None of the rights, remedies, privileges or powers of Holder expressly
provided for herein shall be exclusive, but each of them shall be cumulative
with and in addition to every other right, remedy, privilege and power now or
hereafter existing in favor of Holder, whether at law or equity, by statute or
otherwise.

         The Borrower agrees if, at any time, the Borrower defaults on any
provision of this Loan Agreement, to pay the Lender in addition to any other
amounts that may be due from

                                       2

<PAGE>

the Borrower, an amount equal to the costs and expenses of collection,
enforcement, or correction or waiver of the default incurred by the Lender's
rights under the Note, the prevailing party shall pay reasonable Attorney's fees
including Attorney's fees on appeal,

         The rights of Holder and its assigns hereunder and the security rights
granted in the Security Agreement granted simultaneously herewith shall not be
impaired by Holder's sale, hypothecation or re-hypothecation of the Promissory
Note or any item of Collateral, or by any indulgence, including but not limited
to (a) any renewal, extension, or modification which Holder may grant with
respect to the Indebtedness or any part thereof, or (b) any surrender,
compromise, release, renewal, extension, exchange or substitution which Holder
may grant in respect of the Collateral, or (c) any indulgence granted in respect
of any endorser, guarantor or surety. The purchaser, assignee, transferee or
pledgee of this Note, the Collateral and Guaranty and any other document (or any
of them) sold, assigned, transferred, pledged or repledged shall forthwith
become vested with and entitled to exercise all the powers and rights given by
this Promissory Note and all applications of the undersigned as if said
purchaser, assignee, transferee, or pledgee were originally named as payee
therein.

M-TRON INDUSTRIES, INC.

/s/ Robert R. Zylstra
----------------------------
Robert R. Zylstra, President

STATE OF SOUTH DAKOTA)

COUNTY OF Yankton)

On this 10th day of October, 2002, before me the undersigned officer, personally
appeared Robert Zylstra,
Who acknowledged himself to be the President of M-Tron Industries, Inc. and that
he as such President being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by himself as President.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

LORI COWMAN                                             /s/ Lori Cowman
NOTARY PUBLIC SEAL                                     ---------------
STATE OF SOUTH DAKOTA                                    Notary Public

My Commission Expires: 5-19-06

                                       3

<PAGE>

                                    EXHIBIT D
                                    MORTGAGE
                        ONE HUNDRED EIGHTY DAY REDEMPTION

         THIS MORTGAGE, made this 9th day of October, 2002, by M-Tron
Industries, Inc. of Yankton, Yankton County, South Dakota to Areawide Business
Council, Inc., a South Dakota Corporation, 1808 Summit Street, Yankton, Yankton
County, South Dakota 57078, Mortgage.

         WITNESSETH, that said Mortgagor hereby mortgages to said Mortgagee the
following described premises situated in the County of Yankton, and State of
South Dakota, to-wit:

         LEGAL DESCRIPTION:

         THE EAST TWO HUNDRED FEET (E200') OF THE NORTHWEST QUARTER (NW1/4) OF
         THE NORTHEAST QUARTER (NE1/4) OF SECTION 17, TOWNSHIP 93, RANGE 55,
         WEST OF THE 5TH P.M., YANKTON COUNTY, SOUTH DAKOTA.

as security for the payment to said mortgagee at the above post office address
in Yankton, South Dakota 57078, the principal sum of ONE HUNDRED THOUSAND
DOLLARS ($100,000.00), and interest thereon at five and one half percent (5.5%)
per annum, according to a certain promissory note bearing even date herewith,
due November 10, 2007.

         SAID MORTGAGOR further agrees to pay all taxes and assessments that may
be levied upon said premises, before the same shall become delinquent and to
keep the buildings, if any upon said premises safely insured for the benefit of
said Mortgagee in the sum of $100,000.00 against loss by fire or other casualty
and deliver the insurance policies to said Mortgagee.

         In case of the Mortgagor's failure to pay said taxes or assessments
before the same become delinquent or to pay insurance premiums for insurance on
said buildings, said Mortgagee or assignee may do so and the amounts so paid,
with interest at 12 percent, from date of payment, shall be added to and deemed
a part of the money secured by this mortgage.

         Said Mortgagor hereby relinquishes all rights of homestead in said
premises and warrants that it is the owner in fee of said premises, and that the
same are free from all encumbrances except for a pro-rate parity agreement in
regards to this mortgage with the State of South Dakota.

         In case of default in the payment of said principal sum of money or any
part thereof, or interest thereon at the time or times above specified far
payment thereof, or in case of non-payment of any taxes, assessments, or
insurance as aforesaid, or of breach of any covenant or agreement herein
contained, then and in either case, the whole, principal and interest, of said
note shall at the option of the holder thereof immediately become due and
payable, and this mortgage may be foreclosed by action, or by advertisement as
provided by statute or the rules of practice relating thereto, and this
paragraph shall be deemed as authorizing and constituting a power of sale as
mentioned in said statutes or rules, and any amendments thereto.

<PAGE>

         In the case of foreclosure, the holder of this mortgage shall recover
reasonable Attorneys fees and actual disbursements necessarily incurred.
Further, in the case of foreclosure, the holder of this mortgage is authorized
to appoint a receiver to take possession of the mortgaged premises if the
premises are abandoned, or to have a receiver appointed by the circuit court
upon sufficient proof being established therefor.

         In the case of foreclosure, the Mortgagor shall pay to the holder of
this mortgage the difference between the net proceeds of sale if less than the
total debt due.

         The period of redemption from the recording of the certificate of sale
shall be one hundred eighty days. Any agreement to extend the redemption period
must be in writing. THE PARTIES AGREE THAT THE PROVISIONS Of THE ONE HUNDRED
EIGHTY DAY REDEMPTION MORTGAGE ACT GOVERN THIS MORTGAGE,

         If the mortgaged premises are sold without the prior consent of the
Mortgagee, me entire balance owing may at the option of the Mortgagee be
declared immediately due and payable upon 30 days notice to the Mortgagor, and
this mortgage may be foreclosed.

         Further conditions hereon are contained in the Standard Loan Agreement
between the parties, which agreement is incorporated herein by this reference,

         IN WITNESS WHEREOF, the Mortgagor has hereunto set her hand on the day
and year first above-written.

         M-TRON INDUSTRIES, INC.

         /s/ Robert R. Zylstra
             -----------------------------
         Robert R. Zylstra, President

STATE OF SOUTH DAKOTA)

COUNTY OF Yankton)

On this 10 day of October, 2002, before me, the undersigned officer, personally
appeared Robert Zylstra, who acknowledged himself to be the President of M-Tron
Industries, Inc. and that he as such President being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation by himself as President.

         In witness whereof, I hereunto set my hand and official seal.

LORI COWMAN                                             /s/ Lori Cowman
NOTARY PUBLIC SEAL                                     ---------------
STATE OF SOUTH DAKOTA                                   Notary Public

My Commission Expires: 5-19-06