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                                 EXHIBIT 10(CC)

                        FIRST AMENDMENT TO RESTATED LOAN
                             AND SECURITY AGREEMENT

         This Agreement made this 31st day of August 2002, by and between M-Tron
Industries, Inc., ("BORROWER"), a Delaware corporation, and First National Bank
of Omaha, a national banking association with principal business offices in
Omaha, Nebraska. ("BANK").

         Whereas, BANK and BORROWER executed a written Restated Loan and
Security Agreement dated August 31, 2001, (the "AGREEMENT"); and

         Whereas, the parties now desire to amend the LOAN AGREEMENT.

         Now, therefore, in consideration of the AGREEMENT, and their mutual
promises made herein, the parties agree as follows:

         Terms which are typed herein as all capitalized words and are not
defined herein shall have the same meanings as when described in the AGREEMENT.

         1.       Section I. Paragraph 5.A & B is hereby amended to read,
                  effective immediately:

                  A.       $3,000,000.00 or

                  B.       (i)Eighty (80%) of ELIGIBLE ACCOUNTS of the BORROWER,
                           (ii) plus fifty per cent (50%) of the Inventory of
                           BORROWER at cost; provided however, no amount in
                           excess of $1,400,000.00 attributable to INVENTORY
                           shall be included in Borrowing Base Certificate.

         2.       Section I. Paragraph 18 is hereby amended to read, effective
                  immediately:

                  18.      "LOAN TERMINATION DATE" means the earliest to occur
                           of the following: (i)as to the REVOLVING LOAN April
                           30, 2003, as to the TERM LOAN September 30, 2004,
                           (ii) and the date the OBLIGATIONS are accelerated
                           pursuant to this AGREEMENT, and (iii) the date BANK
                           receives (a) notice in writing from BORROWER of
                           BORROWER'S election to terminate this AGREEMENT and
                           b) indefeasible payment in full of the OBLIGATIONS,
                           or such other date or dates as may later be agreed to
                           by BANK and BORROWER in a written amendment to this
                           AGREEMENT.

         3.       Section II. Paragraph 3 is hereby amended to read, effective
                  immediately:

                  3.       REVOLVING LOAN. BANK agrees to lend $3,000,000.00 to
                           BORROWER pursuant to this facility. BANK will credit
                           proceeds of this revolving loan ("REVOLVING LOAN") to
                           BORROWER'S deposit account with the BANK, bearing
                           number 26712880.

                           A. Subject to the terms hereof the BANK will lend the
                           BORROWER, from time to time until the LOAN
                           TERMINATION DATE such items in integral multiples of
                           $1,000.00 as the BORROWER may request by reasonable
                           same day notice to the BANK, received by the BANK not
                           later than 11:00 A.M. of such day, but which shall
                           not exceed in the aggregate principal amount at any
                           one time outstanding, $3,000,000.00 (the "LOAN
                           COMMITMENT"). The BORROWER may borrow, repay without
                           penalty or premium and reborrow hereunder, from the
                           date of this AGREEMENT until the LOAN TERMINATION
                           DATE, either the full amount of the LOAN COMMITMENT
                           or any lesser sum which is $1,000.00 or an integral
                           multiple thereof. It is the intention of the parties
                           that the outstanding principal

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                           amount of the REVOLVING LOAN shall at no time exceed
                           the amount of the then existing BORROWING BASE and
                           if, at any time, an excess shall for any reasons
                           exist, the full amount of such excess, together with
                           accrued and unpaid interest thereon as herein
                           provided, shall be immediately due and payable in
                           full.

                  B. THE NOTE. The LOAN COMMITMENT shall be evidenced by a NOTE
                  having stated maturity on the LOAN TERMINATION DATE, in the
                  form attached hereto as Exhibit II.3.B. The NOTE shall specify
                  the manner of principal and interest payments and rate of
                  interest accrual.

         4.       Section VI. Paragraph 1.A. is hereby amended to include
                  subsection 4. effective immediately:

                  4. Within 120 days of each year's end, the BORROWER shall
                     provide accountant prepared audited financial statements of
                     the BORROWER.

         5.       Section VI. Paragraph 1.G. is hereby added to include
                  subsection 2 effective immediately:

                  2. A Minimum Tangible Net Worth of $3,100,000.00.

         6.       Section VI. Paragragh 1.G. subsection 3 is amended to read:

                  ... CONSOLIDATED TANGIBLE NET WORTH means, at any time, stock
                  holders equity (the par value of outstanding capital stock,
                  plus capital surplus, plus retained earnings) plus all loans
                  from Lynch Corporation to the Borrower that are subordinate to
                  BANK debt, less the sum of: ...

         7.       Section VI. Paragraph 2.D is hereby amended effective
                  immediately:

                  C. No distribution, advances nor loans to the parent company,
                     to subsidiaries or affiliates without prior written consent
                     of First National Bank of Omaha.

         8.       Section VI. Paragraph 2.G. is hereby added to, effective
                  immediately

                  G. Maximum annual capital expenditures of $475,000.00.

         9.       BORROWER certifies by its execution hereof that all the
representations and warranties set forth in Section V. of the AGREEMENT are true
as of this date, and that no EVENT OF DEFAULT under the AGREEMENT, and no event
which, with the giving of notice or passage of time or both, would become such
an EVENT OF DEFAULT, has occurred as of this date, except for matters disclosed
to BANK.

         10.      Except as amended hereby the parties ratify and confirm as
binding upon them all of the terms of the AGREEMENT.

                  IN WITNESS THEREOF, the parties have set their hands on the
date first written above.

FIRST NATIONAL BANK OF OMAHA                M-TRON INDUSTRIES, INC.

By: /S/ Mark McMillan                               By: /S/ David Rein
   -------------------                                 -----------------
   MARK McMILLAN                                       DAVID REIN

Its: Vice President                                         Its: VP and CFO