Exhibit 10.1

SECOND AMENDMENT TO  LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of May 14, 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 Required 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 Required 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:

1.Defined Terms.Unless otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed to such terms in the Loan Agreement.

2.Amendment to Loan Agreement.Subject to the satisfaction of the conditions set forth in Section 6
hereof, the Loan Agreement is amended in the following respects:



"'Applicable Margin' means the percentages set forth below (on a per annum basis) with respect to LIBOR Rate Loans, Base Rate Loans and
the Unused Line Fee:

Base Rate Loans

1.25
%LIBOR Rate Loans

3.25
%Unused Line Fee

0.50
%"




---



"7.21    Financial Covenants.



|Period                                                                                                          |  | Minimum
EBITDA |                                                                                                                                                                     |  
|--------------------------------------------------------------------------------------------------------------- |  | -------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
|1 month period ending April 30, 2003                                                                            |  | $              | (1,917,000                                                                                                                                                          | )
|2 month period ending May 31, 2003                                                                              |  | $              | (2,824,000                                                                                                                                                          | )
|3 month period ending June 30, 2003                                                                             |  | $              | (2,782,000                                                                                                                                                          | )
|4 month period ending July 31, 2003                                                                             |  | $              | (2,929,000                                                                                                                                                          | )
|5 month period ending August 31, 2003                                                                           |  | $              | (2,864,000                                                                                                                                                          | )
|6 month period ending September 30, 2003                                                                        |  | $              | (3,166,000                                                                                                                                                          | )
|7 month period ending October 31, 2003                                                                          |  | $              | (3,501,000                                                                                                                                                          | )
|8 month period ending November 30, 2003                                                                         |  | $              | (3,267,000                                                                                                                                                          | )
|9 month period ending December 31, 2003                                                                         |  | $              | (2,734,000                                                                                                                                                          | )
|1 month period ending January 31, 2004                                                                          |  | $              | (20,000                                                                                                                                                             | )
|2 month period ending February 29, 2004                                                                         |  | $              | 160,000                                                                                                                                                             |  
|3 month period ending March 31, 2004                                                                            |  | $              | (1,112,000                                                                                                                                                          | )
|4 month period ending April 30, 2004                                                                            |  | $              | (1,993,000                                                                                                                                                          | )
|5 month period ending May 31, 2004                                                                              |  | $              | (2,433,000                                                                                                                                                          | )
|6 month period ending June 30, 2004                                                                             |  | $              | (2,845,000                                                                                                                                                          | )
|7 month period ending July 31, 2004                                                                             |  | $              | (2,948,000                                                                                                                                                          | )
|8 month period ending August 31, 2004                                                                           |  | $              | (2,902,000                                                                                                                                                          | )
|9 month period ending September 30, 2004                                                                        |  | $              | (3,107,000                                                                                                                                                          | )
|10 month period ending October 31, 2004                                                                         |  | $              | (3,348,000                                                                                                                                                          | )
|11 month period ending November 30, 2004                                                                        |  | $              | (3,184,000                                                                                                                                                          | )
|12 month period ending December 31, 2004                                                                        |  | $              | (2,811,000                                                                                                                                                          | )
|12 month period ending January 31, 2005 and the 12 month period ending on the last day of each month thereafter |  |                | 80% of EBITDA for such period as reflected in the Companies' Projections most recently delivered to Agent pursuant toSection 6.3(c)and approved by Required
Lenders

2

---



Period

AmountFiscal month of December, 2002

$
1,500,000Fiscal year ending December 31, 2003

$
13,000,000Fiscal year ending December 31, 2004

$
13,000,000Fiscal year ending December 31, 2005 and each fiscal year thereafter

$
10,500,000




3.Covenant Regarding 2004 Financial Covenants.Each party hereto covenants and agrees that it will undertake to
negotiate in good faith revisions to the financial covenants set forth in Section 7.21 of the Loan Agreement on the basis of Companies' Projections for the 2004 fiscal year that are delivered
to Agent pursuant to Section 6.3(c) of the Loan Agreement and approved by Required Lenders.

4.Agreement Regarding Advances under Capex Availability.Notwithstanding anything in the Loan Agreement to the
contrary, Borrowers hereby acknowledge and agree that (i) Advances predicated on Capex Availability shall not be requested in an aggregate amount exceeding $5,000,000 and (ii) any
Advances predicated on Capex Availability shall only be requested in respect of Equipment (1) that is purchased and fully paid for by Electric after May 14, 2003, but prior to
December 31, 2004 for use solely at the facility owned by Electric and located at 4251 Helton Drive, Florence-Lauderdale Industrial Park in Florence, Alabama, (2) that is new and unused
as of such date of purchase, (3) that has not become affixed to the real property at such facility in Florence, Alabama (unless the same is and remains subject to a Mortgage) in a manner that
would cause such Equipment to be considered a fixture and (4) with respect to which Agent (for the benefit of the Lender Group) has a first-priority perfected Lien and which is not subject to
any other Lien.

5.Ratification.This Amendment, subject to satisfaction of the conditions provided below, shall constitute an
amendment to the Loan Agreement and all of the Loan Documents as appropriate to express the agreements contained herein. In all other respects, the Loan Agreement and the Loan Documents shall remain
unchanged and in full force and effect in accordance with their original terms.

6.Amendment Fee.Borrowers hereby agree to pay to Agent on the date hereof, for pro rata distribution to the
Lenders that have executed this Amendment and delivered their signatures hereto on the date hereof, an amendment fee of $100,000, which fee shall be non-refundable and fully earned

3

---

as
of the date hereof. The foregoing amendment fee is in addition to, and not in lieu of, all other fees charged to Borrowers under the Loan Documents.

7.Conditions to Effectiveness.This Amendment shall become effective as of the date hereof and upon the
satisfaction of the following conditions precedent:



8.Miscellaneous.

(a)Warranties and Absence of Defaults.In order to induce Agent to enter into this Amendment, each Company
hereby warrants to Agent, as of the date hereof, that the representations and warranties of Companies contained in the Loan Agreement are true and correct as of the date hereof as if made on the date
hereof (other than those which, by their terms, specifically are made as of certain dates prior to the date hereof).

(b)Expenses.Companies, jointly and severally, agree to pay on demand all costs and expenses of Agent
(including the reasonable fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other
instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. In addition, Companies agree, jointly and severally, to pay, and save Agent harmless
from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Amendment or the Loan Agreement, as amended hereby, and the execution and
delivery of any instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this
Amendment and the Loan Agreement as amended hereby.

(c)Governing Law.This Amendment shall be a contract made under and governed by the internal laws of the State
of Georgia.

(d)Counterparts.This Amendment may be executed in any number of counterparts, and by the parties hereto on the
same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same
Amendment.

(e)Severability.Any provision of this Amendment held by a court of competent jurisdiction to be invalid or
unenforceable shall not impair or invalidate the remainder of the terms hereof.

9.Release.

(a)   In
consideration of the agreements of Agent and Required Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, each Company, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever
discharges Agent and Lenders,

4

---

and
their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other
representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes
of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of
set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or unsuspected, both at law and in
equity, which such Company or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by
reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in
relation to, or in any way in connection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.

(b)   Each
Company understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an
injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c)   Each
Company agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any
manner the final, absolute and unconditional nature of the release set forth above.

5

---

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                                                      

6

---

| |  | 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                                                          

7

---

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

8

---

QuickLinks