EXHIBIT 10.8

               AMENDMENT TO CONVERTIBLE REVOLVING PROMISSORY NOTE

      This promissory note (the "Amendment") made as of this March 1, 2000 by
ELGIN TECHNOLOGIES, INC., a corporation organized and existing under the laws of
the State of Delaware, having an office at 12 Executive Drive, Hudson, New
Hampshire 03051 (the "Borrower"), and in favor of HORACE T. ARDINGER, JR. having
an address of 9040 Governor's Row, Dallas, Texas 75356 (the "Lender").

                              W I T N E S S E T H:

      WHEREAS, on November 13, 1998, Borrower issued to Lender that certain
Convertible Revolving Promissory Note (the "Note") in the principal amount of
Four Million Dollars ($4,000,000) convertible into common stock of the Borrower
at a set conversion rate of $0.55 per share at any time so designated by the
Lender subject to limitations set forth in the Note;

      WHEREAS, since the date of the Note, the Lender has made additional
advances to the Borrower that are also convertible into common stock of the
Borrower at conversion rates set to reflect the market price of the stock at the
time of each advance; and

      NOW THEREFORE, the Borrower, for valued received, hereby agrees to amend
and modify the Note as follows:

      1. As of December 31, 1999 (the "Amendment Date"), the total principal
amount of the Note was Five Million Nine Hundred Twenty Five Thousand Dollars
($5,925,000).

      2. As of the Amendment date, the Lender may convert the principal into
common shares of the Borrower as follows:

            a. Four Million Two Hundred Twenty Five Thousand Dollars
            ($4,225,000) convertible at the rate of $0.55 per share;

            b. One Million Fifty Thousand Dollars ($1,050,000) convertible at
            the rate of $0.20 per share;

            c. Six Hundred Fifty Thousand Dollars ($650,000) convertible at the
            rate of $0.10 per share (the "Note").

      3. The Credit Agreement, as defined in the Note, is hereby modified and
amended to reflect the foregoing amendments and modifications to the Note.

      4. Except as specifically set forth herein, the Note and the Credit
Agreement shall remain unchanged and in full force and effect.

      5. The execution, delivery and performance by the Borrower of this
Amendment has been duly authorized by all necessary corporate action.

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      6. This Amendment, the Note and the Credit Agreement, as amended, hereby
constitute the legal, valid and binding obligations of the Borrower as
applicable and enforceable against such party in accordance with its terms.

      IN WITNESS WHEREOF, the Borrower has caused this promissory note to be
duly executed on its behalf and in its corporate name by its duly authorized
officer all as of the date first above written.

                                        ELGIN TECHNOLOGIES, INC.

                                        /s/ Michael J. Smith
                                        --------------------------------
                                        By: Michael J. Smith
                                        Its: Chief Financial Officer and
                                              Executive Vice President