Exhibit 10.1

THIRD AMENDMENT TO  LOAN AND SECURITY AGREEMENT

THIS
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of May 31, 2003, by and among Alpine Holdco Inc., a Delaware corporation
("Parent"), DNE Technologies, Inc., a Delaware corporation ("Technologies"), DNE Manufacturing and Service Company, a Delaware corporation ("Manufacturing"), Essex Electric Inc., a
Delaware corporation ("Electric"; Parent, Technologies, Manufacturing and Electric are collectively, the "Borrowers" and each, a "Borrower"), DNE Systems, Inc., a Delaware corporation
("Systems" or "Credit Party"), Foothill Capital Corporation, as agent ("Agent") for the Lenders (defined below) and as a Lender, Congress Financial Corporation (Southern), as documentation agent for
the Lenders ("Documentation Agent") and as a Lender, and the undersigned Lenders.

WHEREAS,
Borrowers, Credit Party, Agent, Documentation Agent and certain other financial institutions from time to time party thereto (the "Lenders") are parties to that certain Loan and
Security Agreement dated as of December 11, 2002 (as amended from time to time, the "Loan Agreement"); and

WHEREAS,
Borrowers, Agent and Lenders have agreed to amend the Loan Agreement in certain respects, subject to the terms and conditions contained herein.

NOW
THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:



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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

| |  | BORROWERS:                                                 
| |  | -----------------------------------------------------------
| |  | DNE TECHNOLOGIES, INC.a Delaware corporation               
| |  | By                                                         
| |  | Title                                                      
| |  | DNE MANUFACTURING AND SERVICE COMPANYa Delaware corporation
| |  | By                                                         
| |  | Title                                                      
| |  | ESSEX ELECTRIC INC.,a Delaware corporation                 
| |  | By                                                         
| |  | Title                                                      
| |  | ALPINE HOLDCO INC.,a Delaware corporation                  
| |  | By                                                         
| |  | Title                                                      
| |  |                                                            

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| |  | CREDIT PARTY:                                                  
| |  | ---------------------------------------------------------------
| |  | DNE SYSTEMS, INC.,a Delaware corporation                       
| |  | By                                                             
| |  | Title                                                          
| |  | AGENT:                                                         
| |  | FOOTHILL CAPITAL CORPORATION,a California corporation          
| |  | By                                                             
| |  | Title:                                                         
| |  | DOCUMENTATION AGENT:                                           
| |  | CONGRESS FINANCIAL CORPORATION (SOUTHERN),a Georgia corporation
| |  | By                                                             
| |  | Title                                                          
| |  |                                                                

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| |  | LENDERS:                                  
| |  | ------------------------------------------
| |  | FOOTHILL CAPITAL CORPORATION              
| |  | By                                        
| |  | Title:                                    
| |  | STANDARD FEDERAL BANK NATIONAL ASSOCIATION
| |  | By:                                       
| |  | By                                        
| |  | Title:                                    
| |  | CONGRESS FINANCIAL CORPORATION (SOUTHERN) 
| |  | By                                        
| |  | Title                                     
| |  | THE CIT GROUP / BUSINESS CREDIT, INC.     
| |  | By                                        
| |  | Title:                                    
| |  | ORIX FINANCIAL SERVICES, INC.             
| |  | By                                        
| |  | Title:                                    

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