EXHIBIT 4.(ii)


                                 LOAN AGREEMENT
                                 --------------

        STATE OF TEXAS                      )
                                            ) KNOW ALL MEN BY THESE PRESENTS:
        COUNTY OF PARKER                    )

                   WHEREAS,  this the 30th day of September,  1991,  TEXAS BANK,
 WEATHERFORD, as Lender, and ANTENNA PRODUCTS CORPORATION,  hereinafter known as
 Debtor, a Texas  Corporation duly existing under the laws of the State of Texas
 and having its principal place of business in Mineral Wells, Palo Pinto County,
 Texas, and Gary W. Havener, and Havener Enterprises,  Inc. hereinafter known as
 Guarantors,  do all hereby enter into the following  agreement  whereby  Lender
 agrees to make available to the Debtor for an amount not to exceed ONE MILLION,
 ONE              HUNDRED              FIFTY              THOUSAND             &
 NO/100--------------------------($1,150,000.00)------------------------DOLLARS,
 upon the following terms and condition:

                                       I.

                   In  consideration of the Bank's extending credit to Borrower,
 Borrower  hereby  grants to Bank a security  interest  in  (including,  without
 limitation,  a  lien  on  and  pledge  of)  all of  Borrower's  Collateral  (as
 hereinafter defined).

                   The  security  interest  and Deed of Trust liens are given to
 and shall be held by Bank as security  for the payment and  performance  of all
 Obligations owed by Debtor.

                   During the  continuance  of the Agreement  Borrower  will, at
 such intervals as Bank may request,  notify Bank,  upon a form  satisfactory to
 Bank, of all Collateral  which has come into existence since the date hereof or
 the date of the last such notification,  including,  without ae limitation, the
 delivery of schedules of the collateral and/or proceeds resulting from the sale
 or other disposition thereof.

                                       II.

                   The above  described note in the amount of  $1,150,000.00  is
 payable as follows:

                   Principal  and  interest  shall be due and payable in monthly
 installments in the amount of $9,980.00 each,  said  installments  shall be due
 and  payable  monthly on or before the 30th day of each  month,  commencing  on
 October  30,  1991 and  continuing  on the 30th day of each  consecutive  month
 thereafter until maturity; of said monthly installment so paid, the money shall
 first be applied to the payment of the interest  due, and the balance  shall be
 applied to the  payment  of the  principal  sum.  Interest  on the  hereinabove
 described  indebtedness  shall  be  paid  in  accordance  with  the  terms  and
 conditions of such note.




LOAN AGREEMENT - PAGE 1 OF 9

<PAGE>

                                      III.

           The following definitions shall apply:

                   (a) "Collateral" shall include,  without  limitation,  all of
 borrower's  present  right,  title  and  interest  in or to any  and all of the
 following property, whether such property be now existing or hereafter created.

                   (i) Real Property,  more fully described on attached  Exhibit
 "A" and as set out in the Appraisals made by Ross M. Ellis, MAI, dated November
 5, 1988 and by Marshall & Stevens, Inc. dated April 4, 1991.

                   (ii) Fixtures as described in Security Agreement;

                   (iii)  All  products  of  and   accessions   to  any  of  the
 Collateral;

                   (b) "Obligation(s)"  shall include,  without limitation,  all
 loans, advances,  indebtedness,  notes,  liabilities and amount,  liquidated or
 unliquidated, owing by Borrower to Bank at any time, each of every kind, nature
 and description, whether arising under this Agreement or otherwise, and whether
 secured or  unsecured,  direct or indirect  (that is,  whether the same are due
 directly  by  Borrower to Bank;  or are due  indirectly  by Borrower to Bank as
 endorser or guarantor;  or as Obligor or Obligations due to third persons which
 have been endorsed or assigned to Bank; or  otherwise),  absolute or contingent
 due to become due, now existing or hereafter  contracted.  Said term shall also
 include  all  interest  and other  charges  chargeable  to Borrower or due from
 Borrower  to Bank from time to time and all costs and  expenses  referred to in
 Paragraph 7 of this Agreement.

                   (c) "Event of default"  shall mean the  occurrence of any one
 or more of the following events:

                   (i) Borrower  shall fail to pay any  installment of principal
 or interest on account of the Obligations when such payment is due.

                   (ii)  Borrower  shall fail to observe or perform any covenant
 or agreement  contained in this  Agreement  or in any  instrument,  document or
 Agreement executed pursuant hereto.

                   (iii)  Any  warranty,  representation  or  statement  made or
 furnished to Bank by or on behalf of Borrower  proves to have been false in any
 material respect when made or furnished.

                   (iv)  Dissolution,  termination  of existence,  insolvency or
 business failure of Borrower.

                   (v) Borrower shall: (i) cease, be unable, or admit in writing
 its inability to pay its debts as they mature, or make a general assignment for
 the  benefit  of,  or  enter  into any  composition,  trust  mortgage  or other
 arrangement  with  creditors;  (ii) apply  for,  or consent  (by  admission  of
 material  allegations  of a petition  or  otherwise)  to the  appointment  of a
 receiver,  trustee or liquidator  of Borrower or of a  substantial  part of its
 assets, or authorize such application or consent,  or proceedings  seeking such


LOAN AGREEMENT - PAGE 2 OF 9

<PAGE>


 appointment shall be commenced against Borrower and continue undismissed for 30
 days; or (iii) apply for, or consent (by admission of material allegations of a
 petition or otherwise) to the  application of any  bankruptcy,  reorganization,
 readjustment of debt, insolvency, dissolution, liquidation or other similar law
 of any jurisdiction, or authorize such application or consent, or proceeding to
 such  end  shall  be  instituted  against  Borrower  and  remain  unstayed  and
 undismissed  for 30 days,  be  approved  as  properly  instituted  or result in
 adjudication of bankruptcy or insolvency.


                                      IV.

                   The terms of indebtedness are as follows:

                   (a) Such  loan  shall be  secured  by a pledge of 100% of the
 Collateral,  Real  Estate and  Fixtures  as defined  herein.  Said Note will be
 additionally  secured by a  separate  Guaranty  Agreement  by  Guarantor,  Gary
 Havener, and Guarantor Havener Enterprises, Inc. Said note will be additionally
 secured by an assignment  of life  insurance on the life of Gary W. Havener for
 the sum of $1,000,000.00. The level of insurance can decrease through time such
 that the proportional ratio of the life insurance policy to the remaining value
 of the  indebtedness  will  always  equal  or  exceed  the  beginning  ratio of
 $1,000,000.00 insurance to $1,150,000.00 note value. Once the calculated amount
 drops below  $100,000.00,  the requirement  will be removed.  In the event, the
 life  insurance  required of  guarantor  should for any reason be paid to Texas
 Bank,  Weatherford,  then in such event,  Texas Bank,  Weatherford  shall, upon
 receipt of such life insurance proceeds,  assign and transfer the notes held by
 it and owed by Antenna Products Corporation, to the Estate of Gary Havener, and
 pay all proceeds of the life insurance  policy in excess of the amount then due
 on said note.

                   (b) Guarantor will furnish to Lender the following
 information:

                   (i) Sworn personal financial  statement on a no less frequent
 basis than annual.

                   (ii)  Annual   reviewed   financial   statement   on  Havener
 Enterprises as of its fiscal year end; and

                   (iii) Personal Tax return for 1990 and all  subsequent  years
 as long as the guaranty is in force.

                                       V.

                   Debtor  shall  perform  the  following  terms and  conditions
 during the life of such loan:

                   (i) The Debtor,  so long as the indebtedness  provided for or
 any part  thereof is owed to the  Lender,  shall not merge into or  consolidate
 with any other  corporation or company without first notifying  Lender.  Lender
 shall have the option to continue said financing or require  payment in full of
 all indebtedness.


LOAN AGREEMENT - PAGE 3 OF 9

<PAGE>


                   (ii) Notify Lender of top management changes in the company -
 Chairman and Chief Executive Officer and President and General Manager.

                   (iii) Notify  Lender of any changes in ownership of any class
 of stock  amounting  to more  than 10% of the stock  during  any  twelve  month
 period.

                   (iv) Shall not pay any  dividends or redeem any stock of more
 than 5% interest without the consent of the Lender.

                   (v) Shall  limit  purchases  or sale of  equipment  and fixed
 assets  to not  more  than  $50,000.00  cumulative  per year  without  Lender's
 concurrence. Debtor shall submit a capital plan at the beginning of each fiscal
 year detailing  planned equipment  purchases or sales for Lender approval.  Any
 increase from the capital plan must be approved by Lender.

                   (vi) Shall  limit the salary of all  owners and  officers  to
 present  levels unless a profit is shown the previous year. For the purposes of
 this Agreement, an owner shall be defined as any individual shareholder, his or
 her spouse or family unit,  holding in excess of fifteen  percent  (15%) of the
 capital stock. If the previous year was profitable,  salaries may be raised the
 amount of increase in cost of living for that year without Lender approval. The
 cost of living index will be defined as the Data  Resources  Labor Indicies for
 private industry.  If the company's profit  performance is 0 to 2.99% return on
 sales,  then the increase will be limited to the cost of living. If the company
 profit  performance  is 3% to 5.99%,  then the increase  will be limited to two
 times to the cost of living.

                   (vii) Shall not sell the business without  concurrence of the
 Lender and FMHA.

                   (viii)  Promptly inform Lender in writing of (a) all material
 adverse changes in Borrower's financial  condition,  and (b) all litigation and
 claims and all  threatened  litigation  and claims  affecting  Borrower  or any
 Guarantor which could materially affect the financial  condition of Borrower or
 the financial condition of any Guarantor.

                   (ix) Within  thirty (30) days after the end of each  calendar
 month,  Debtor  will  furnish  to the  Lender  internally  generated  financial
 statements  including a balance  sheet and an income  statement.  Within ninety
 (90) days after the end of the year Debtor will furnish to the Lender an annual
 audited financial statement.

                   (x) If requested by Lender,  Debtor, at Debtor's expense will
 furnish to Lender an updated  appraisal  acceptable  to Lender of the equipment
 and real estate every two (2) years, or as needed by Lender,  but not more than
 every two years.

                   (xi) Maintain working capital of not less than $1,000,000.00

                   (xii)  Maintain  a ratio of  maximum  debt to net  worth of 7
 (seven) to 1 (one)



LOAN AGREEMENT - PAGE 4 OF 9

<PAGE>


                   (xiii)  Shall not assume  any  liability  debt or  obligation
 direct or  contingent of any third party,  without first  obtaining the express
 written consent and approval of Lender.  VI. Borrower shall pay to Bank any and
 all costs and expenses (including,  without limitation,  reasonable  attorney's
 fees, court costs,  litigation and other expenses)  incurred or paid by Bank in
 establishing,  maintaining, protecting or enforcing any of Bank's rights of the
 Obligations, including, without limitation, any and all such costs and expenses
 incurred  or paid by Bank in  defending  Bank's  security  interest in title or
 right to the  Collateral or in collecting or attempting to collect or enforcing
 or attempting to enforce payment of the Collateral.

                                      VII.

                   Bank,  or its  representatives,  at any time and from time to
 time, shall have the right, and Borrower will permit them;

                   (a) to examine, check, make copies of or extracts from any of
 Borrower's books, records and files (including, without limitations, orders and
 original correspondence):

                   (b) to verify  the  Collateral  or any  portion  or  portions
 thereof or the Borrower's compliance with the provisions of this Agreement.

                                      VIII.

                   Borrower  will execute and deliver to Bank any writing and do
 all things  necessary,  effectual or requested by Bank to carry into effect the
 provisions and intent of this Agreement,  or to more fully vest in or assure to
 Bank  (including,  without  limitations,  all steps to create and  perfect) the
 security  interest in the  Collateral  granted to Bank by this  Agreement or to
 comply with  applicable  statute or law and to facilitate the collection of the
 Collateral,  including the furnishing,  at Borrower's own cost and expense,  at
 such  intervals as Bank may establish  from time to time, of reports,  financed
 data and analyses satisfactory to Bank.

                                       IX.

                   Borrower covenants with and warrants to Bank:

                   (a) That Borrower will maintain  insurance on all real estate
 and  equipment  against  risks  of fire  (with  customary  extended  coverage),
 sprinkler  leakage,  theft and  other  risks  customarily  insured  against  by
 companies  engaged in  businesses  similar to that of Borrower in such amounts,
 containing  such  terms,  in such form,  for such  periods  and written by such
 companies as may be  satisfactory to Bank, such insurance to be payable to Bank
 as its  interest  may appear in the event of loss;  the  policies  for the same
 shall be deposited with Bank; and all such policies shall provide that they may
 not be canceled  without first giving at least ten (10) days written  notice of
 cancellation  to Bank. In the event that Borrower fails to provide  evidence of
 the  maintenance  of such  insurance  satisfactory  to Bank,  Bank may,  at its
 option,  secure such insurance and charge the cost thereof to Borrower and as a
 debit charge in Borrower's  loan account,  if any, or any other deposit account
 of  Borrower  with Bank.  (b) That at the date  hereof  Borrower  is (and as to


LOAN AGREEMENT - PAGE 5 OF 9

<PAGE>


 Collateral that Borrower may acquire after the date hereof, will be) the lawful
 owner of the Collateral,  and that the Collateral,  and each item thereof,  is,
 will  be,  and  shall  continue  to  be  free  of  all   restrictions,   liens,
 encumbrances,  or other  right,  title,  or interest  (other than the  security
 interest  therein  granted to Bank  hereby),  credits,  defenses,  recoupments,
 set-offs or  counterclaims  whatsoever;  that  Borrower  has and will have full
 power and  authority to grant to Bank a security  interest  and liens  therein;
 that  Borrower  has  not  transferred,  assigned,  sold,  pledged,  encumbered,
 subjected to lien or granted any security  interest in, and will not  transfer,
 assign,  sell (except  sales or other  dispositions  in the ordinary  course of
 business,  pledge, encumber, subject to lien or grant any security interest in,
 any of the Collateral (or any of Borrower's  right,  title or interest therein)
 to any person  other than Bank;  that the  Collateral  is and will be valid and
 genuine in all respects.

                   (c) That Borrower  shall,  during the term of this Agreement,
 keep Bank currently and  accurately  informed in writing of each location where
 Borrower's  records  relating to its accounts and contract rights  respectively
 are kept,  and shall not remove such records,  or any of them, to another state
 without giving Bank at least thirty (30) days prior written notice thereof.

                   (d) That Borrower's  principal place of business is correctly
 stated in the preamble to this Agreement,  that Borrower shall, during the term
 of this agreement  keep Bank  currently and  accurately  informed in writing of
 each of its other places of business,  and that  Borrower  shall not change the
 location of such principal place of business,  or open any new, or close,  move
 or change an  existing or new place of  business  without  giving Bank at least
 thirty (30 ) days prior written notice thereof.

                   (e) That Borrower will immediately notify Bank of any loss or
 damage to, or material  diminution in or any occurrence  which would  adversely
 affect  the  value of the  Collateral.  In the  event  that  Bank,  in its sole
 discretion,  shall  determine  that  there  has been any such  loss,  damage or
 material diminution in value, Borrower will, whenever Bank so requests,  pay to
 Bank within such period as Bank shall  specify such amount as Bank, in its sole
 discretion,  shall have  determined  represents  such loss,  damage or material
 diminution in value,

                   (f) That Bank may from time to time in Bank's discretion hold
 and treat any  deposits or other sums at any time  credited by or due form Bank
 to Borrower and any  securities or other property of Borrower in the possession
 of Bank,  whether for safekeeping or otherwise,  as Collateral  security for an
 apply or set the same off against any Obligations of Borrower to Bank.  Without
 limiting the generality of the foregoing.

                   (g) That at any time or times and  whether or not an Event of
 Default  has  occurred,  Bank may notify any Debtor or Debtors of its  security
 interest in the  Collateral  and collect all amounts due thereon;  and Borrower
 agrees,  at the request of Bank, to notify all or any of the Debtors in writing
 of Bank's security  interest in the Collateral in whatever manner Bank requests
 and, if Bank so  requests,  to permit Bank to mail such  notices at  Borrower's
 expenses.



LOAN AGREEMENT - PAGE 6 OF 9

<PAGE>


                   (h)  That  all  representations  now  or  hereafter  made  by
 Borrower  to  Bank,   whether  in  this  Agreement  or  in  any  supporting  or
 supplemental   reports,   statements  or  documentation,   including,   without
 limitation, statements relating to the Collateral and financial statement, are,
 will be, and shall continue to be true and correct in all respects.

                   (i) That Debtor is in  compliance  of all local,  state,  and
 federal laws and regulations pertaining to hazardous substances.

                   (j)  Borrower  has no  knowledge  of any  contamination  from
 hazardous substances of any real or personal property pledged as collateral for
 this loan which is in violation of any such laws and regulations.

                   (k)  Borrower  assumes  full  responsibility  for  all  costs
 incurred in any clean-up involving hazardous substances and agrees to indemnify
 Lender  and FMHA  against  payment of any such  costs,  and  further  agrees to
 execute a separate indemnifications agreement if demanded by Lender or FMHA.

                   (l) Until full  repayment of the loan,  Debtor shall promptly
 notify  Lender if it knows,  suspects  or believes  there may be any  hazardous
 substance in or around the real property securing this loan or if Debtor and/or
 such  property  are subject to any  investigation  by any  Governmental  Agency
 pertaining to any hazardous substance.

                   In an  Event  of a  monetary  Default  shall  occur,  at  the
 election of Bank,  all  Obligations  shall become  immediately  due and payable
 without notice or demand. In the event of a non-monetary default Borrower shall
 have ten (10) days to cure the default.

                   Bank is hereby  authorized,  at its election,  at any time or
 times  after the  occurrence  of an Event of  Default,  and without any further
 demand or notice  except to such extent as notice may be required by applicable
 law, to sell or otherwise  dispose of all or any of the Collateral at public or
 private sale;  and Bank may also exercise any and all other rights and remedies
 of a secured  party  under the Code or which are  otherwise  accorded  to it by
 applicable law, all as Bank may determine.  If notice of a sale or other action
 by Bank is  required  by  applicable  law,  Borrower  agrees that five (5) days
 written notice to Borrower,  or the shortest period of written notice permitted
 by such law, whichever is larger,  shall be sufficient;  and that to the extent
 permitted by such law,  Bank,  its  officers,  attorneys and agents may bid and
 become purchasers at any such sale, if public,  and may purchase at any private
 sale any of the Collateral that is of a type  customarily  sold on a recognized
 market  or  which  is  the  subject  of  widely  distributed   standard  prices
 quotations,  and any sale  (public or private)  shall be free from any right of
 redemption, which Borrower hereby waives and releases. No purchaser at any sale
 (public or private)  shall be responsible  for the  application of the purchase
 money.  Any balance of the net  proceeds  of sale  remaining  after  paying all
 direct Obligations of Borrower to Bank, and all costs and expenses,  including,
 without  limitation,   reasonable   attorneys  fees,  and  after  retaining  as
 Collateral  security  or applying as Bank may elect (in whole or in part at any
 time and from  time to  time)  amounts  equal  to the  aggregate  of all  other
 Obligations of Borrower to Bank, shall be returned to Borrower; and if there is
 a deficiency, Borrower shall be responsible for, the same, with interest.


LOAN AGREEMENT - PAGE 7 OF 9

<PAGE>


                                       XI.

                   Borrower  waives notice of nonpayment,  demand,  presentment,
 protest or notice of protest of the Collateral, and all other notices, consents
 to any renewals or extensions of time of payment thereof,  and generally waives
 any and all suretyship defenses and defenses in the nature thereof. No delay or
 omission  of  Bank  in  exercising  or  enforcing  any of its  rights,  powers,
 privileges,  remedies,  immunities or discretions (all of which are hereinafter
 collectively  referred  to as "Bank's  rights and  remedies")  hereunder  shall
 constitute a waiver  thereof;  and no waiver by Bank of any default of Borrower
 hereunder should operate as a waiver of any other default hereunder. No term or
 provision  hereof  shall be waived,  altered or modified  except with the prior
 written  consent  of Bank,  which  consent  makes  explicit  reference  to this
 Agreement.  Except as provided in the preceding sentence, no other agreement or
 transaction,  of whatsoever  nature,  entered into between Bank and Borrower at
 any time (whether  before,  during or after the effective  date or term of this
 Agreement,  shall be construed in any particular as a waiver,  modification  or
 limitation of any of Bank's rights and remedies under any such other  agreement
 or  transaction),  but all of Bank's  rights  and  remedies  not only under the
 provisions  of  this  Agreement  but  also  of  any  such  other  agreement  or
 transaction  shall be cumulative and not  alternative or exclusive,  and may be
 exercised by Bank at such time or times and in such order of preference as Bank
 in its sole discretion may determine.

                   XII. If any  provision  of this  Agreement or portion of such
 provision of the application thereof to any person or circumstance shall to any
 extent be held invalid or  unenforceable,  the remainder of this  Agreement (or
 the remainder of such provision) and the  application  thereof to other persons
 or circumstances shall not be affected thereby.

                                      XIII.

                   This Agreement shall be binding upon and inure to the benefit
 of the respective  heirs,  executors,  administrators,  legal  representatives,
 successors  and assigns of the parties  hereto,  and shall remain in full force
 and effect (and Bank shall be entitled to rely thereon, notwithstanding payment
 of all  Obligations of Borrower to Bank at any time or times) until  terminated
 as to future  transactions  by written  notice from  either  party to the other
 party of the termination  hereof;  provided that any such termination shall not
 release or affect any Collateral in which Bank already has a security  interest
 or any Obligation  incurred or rights accrued  hereunder prior to the effective
 date of such notice (as hereinafter defined) of such termination.

                                      XIV.

                   Any  notices  under or pursuant  to this  Agreement  shall be
 deemed duly  received by Borrower  and  effective  if  delivered in hand to any
 officer or agent of Borrower,  or if mailed by  registered  or certified  mail,
 return receipt  requested,  addressed to Borrower at Borrower's last address on
 Bank's records.





LOAN AGREEMENT - PAGE 8 OF 9

<PAGE>


                   Any notices to Bank under or pursuant to this Agreement shall
 be mailed to Bank by registered or certified mail,  returned receipt requested,
 addressed to Bank as follows:  Texas Bank,  102 N. Main Street,  P. O. Box 760,
 Weatherford,  Texas 76086,  and shall be deemed  effective  five (5) days after
 receipt by Bank.

                   EXECUTED THIS THE 30th day of September, 1991.

GUARANTORS:                       TEXAS BANK
WEATHERFORD, TEXAS

/c/ Gary W.Havener                By:/s/ R.Glen Wright
--------------------------        ------------------------------
Gary Havener, Individually        R. Glen Wright, Vice President



HAVENER ENTERPRISES, INC          ANTENNA PRODUCTS CORPORATION

By: /s/ Gary W.Havener            By: /s/ Gary L. Skaggs
------------------------          ------------------------------
Gary Havener, President           Gary Skaggs, President

































LOAN AGREEMENT - PAGE 9 OF 9

<PAGE>

                           (Corporate Acknowledgment)

STATE OF TEXAS
COUNTY OF PARKER

             This instrument was acknowledged before me on the 30th
             ------------------------------------------------------

                           (Corporate Acknowledgment)

STATE OF TEXAS
COUNTY OF PARKER

                   This instrument was acknowledged before me on the 30th day of
 September,  1991, by Gary Skaggs, President of Antenna Products Corporation,  a
 Texas Corporation, on behalf of said Corporation.

                                                   /s/ Ginger Martin
                                                   -----------------------------
                                                   Notary Public, State of Texas


                           (Corporate Acknowledgement)

STATE OF TEXAS
COUNTY OF PARKER

                   This instrument was acknowledged before me on the 30th day of
 September, 1991 by R. Glen Wright, Vice President of Texas Bank, Weatherford, a
 Texas Corporation, on behalf of said Corporation.

                                                   /s/ Ginger Martin
                                                   -----------------------------
                                                   Notary Public, State of Texas


                                (Acknowledgment)

                   STATE  OF  TEXAS  COUNTY  OF  PARKER  This   instrument   was
 acknowledged before me on the 30th day of September, 1991 by Gary Havener.

                                                   /s/Ginger Martin
                                                   -----------------------------
                                                   Notary Public, State of Texas