THIRD
      AMENDMENT TO LOAN AGREEMENT


    


    THIS
      THIRD AMENDMENT TO LOAN AGREEMENT is made as of the 30th day of November 2007
      (the “Agreement”),
      by
      and among RANOR,
      INC.,
      a
      corporation organized under the State of Delaware with its chief executive
      office, principal place of business and mailing address at One Bella Drive,
      Westminster, Massachusetts 01473 (, the “Borrower”)
      and
SOVEREIGN
      BANK,
      a
      federal savings bank with a usual place of business at 1010 Farmington Avenue,
      West Hartford, Connecticut 06107 (the “Lender”).

    


    W
      I T N E
      S S E T H:

     

    WHEREAS,
      Lender
      and Borrower entered into a certain loan transaction in the amount of
      $6,500,000.00 as evidenced by a Loan and Security Agreement dated February
      24,
      2006, as amended from time to time (the “Loan
      Agreement”);
      and

     

    WHEREAS,
      the
      obligations of the Borrower under the Loan Agreement are evidenced by a certain
      Amended and Restated Revolving Promissory Note in the amount of $2,000,000
      (the
“Revolving Note”) from Borrower to the order of Lender dated January __, 2007, a
      certain Term Promissory Note in the amount of $4,000,000 (the “Term Note”) from
      Borrower to the order of Lender dated February 24, 2006 and a certain CapEx
      Promissory Note dated January __, 2007 (the “CapEx Note”) (collectively, the
“Note”);
      and

     

    WHEREAS,
      Lender
      and Borrower have agreed to increase the amount of the loan and to make certain
      other modifications to the Loan Agreement as set forth herein. 

     

    NOW
      THEREFORE, in
      consideration of the foregoing, and in consideration of $1.00 and other valuable
      consideration received to the full satisfaction of the Borrower, the Borrower
      and the Lender hereby agree as follows:

     

    1. Section
      2.16, CapEx Loan, of the Loan Agreement is amended to read in its entirety
      as
      follows: 

     

    “2.16 CapEx
      Loan.
      The
      Lender may loan to the Borrower, and the Borrower may borrow from the Lender,
      from the date hereof through November 30, 2008, up to Three Million Dollars
      ($3,000,000.00) (the “CapEx Loan”) for the purpose of acquiring capital assets
      and equipment. Assets to be acquired hereunder shall be free of all liens other
      than the Lender’s. Each advance shall not exceed 80% of the actual purchase
      price of the asset. At the time of each request for an advance hereunder,
      Borrower shall provide to Lender copies of purchase orders, invoices, and any
      other documentation reasonably required by Lender to evidence the purchase
      of
      such asset and its purchase price. All advances hereunder shall be evidenced
      by
      a promissory note of even date herewith (the “CapEx Note”) which shall provide
      for the payment of interest only monthly through November 30, 2008, and
      thereafter no further borrowings shall be permitted under the CapEx Line. The
      CapEx Note shall further provide that commencing December 1, 2008 and on the
      first Banking Day of each month thereafter Borrower shall pay principal and
      interest on the CapEx Loan in an amount sufficient to amortize the outstanding
      balance thereunder on a five (5) year schedule.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Each
      advance shall be recorded in an account on the Lender’s books in which shall
      also be recorded accrued interest on advances, payments on such advances, and
      other appropriate debits and credits as herein provided, and such account shall
      constitute prima facie evidence of the information contained
      therein.”

     

    2. All
      references to the CapEx Note in the Loan Agreement shall hereafter mean the
      Amended and Restated CapEx Promissory Note of even date herewith by Borrower
      in
      favor of Lender.

     

    3. The
      following definitions in Section 5.10 of the loan Agreement are hereby amended
      and restated as follows:

     

    "Earnings
      Available for Fixed Charges"
      - for
      any period, EBIT plus all amounts deducted in computing net income in respect
      of
      depreciation and amortization, less dividends and distributions less
      non-financed Capital Expenditures less cash taxes paid plus rent.

    


    "Fixed
      Charges"
      - for
      any period, the aggregate amount of Borrower's interest expense plus current
      maturities of long term debt (including subordinated debt and Capital Lease
      Obligations) during such period and mortgage payments.

     

    Except
      as
      modified herein, the Loan Agreement shall remain in full force and
      effect.

    


    IN
      WITNESS WHEREOF,
      the
      Borrower and the Lender have caused this Agreement to be executed as of the
      date
      first set forth above.

    


    


    SOVEREIGN
      BANK

    


    


    By:
/s/
      Devin Hawthorne_____

    Devin
      Hawthorne

    Its
      Vice
      President

    Duly
      Authorized

    


    BORROWER

    


    RANOR,
      INC.

    


    


    By:
/s/
      James G. Reindl______________

    James
      G.
      Reindl

    Its
      Chairman

    Duly
      Authorized

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
      foregoing has been read and consented to by the following
      Guarantor:

    


    TECHPRECISION
      CORPORATION

    f/k/a
      LOUNSBERRY HOLDINGS II, 

    INC.

    


    


    By:__/s/
      James G. Reindl__________

    James
      G.
      Reindl

    Its
      Chairman and CEO

    Duly
      Authorized

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    AMENDED
      AND RESTATED

    CAPEX
      PROMISSORY NOTE

    


    FOR
      VALUE
      RECEIVED, RANOR,
      INC.,
      having
      an address at One Bella Drive, Westminster, Massachusetts 01473 (“Borrower”)
      promises to pay to the order of SOVEREIGN
      BANK,
      a
      federal savings bank having an address and principal office at 1010 Farmington
      Avenue, West Hartford, CT 06107 (“Lender”), the principal sum of THREE MILLION
      AND 00/100 ($3,000,000.00) DOLLARS, or so much thereof as may be advanced,
      with
      interest thereon, or on the amount thereof from time to time outstanding, to
      be
      computed, as hereinafter provided, on each advance from the date of its
      disbursement until such principal sum shall be fully paid. Interest and
      principal shall be payable as set forth in Section 1 below. The total principal
      sum, or the amount thereof outstanding, together with any accrued but unpaid
      interest, shall be due and payable in full on November 30, 2013 (the “Maturity
      Date”) in accordance with the Loan Agreement (hereafter defined) pursuant to
      which this Note has been issued.

    


    This
      Note
      is issued pursuant to the terms, provisions and conditions of an agreement
      captioned “Loan and Security Agreement” dated February 24, 2006, as amended by
      an agreement captioned “First Amendment to Loan Agreement” dated January __,
      2007, as amended by an agreement captioned “Second Amendment to Loan Agreement”
dated June28, 2007, as amended by an agreement captioned “Third Amendment to
      Loan Agreement” as of the date hereof between Borrower and Lender (collectively,
      the “Loan Agreement”) and evidences the Capex Loan and Loan Advances made
      pursuant to Section 2.16 thereto. Capitalized terms used herein which are not
      otherwise specifically defined shall have the same meaning herein as in the
      Loan
      Agreement.

    


    (1) INTEREST
      RATE/PAYMENTS.

    


    (a)
      Interest
      Rates, Payment of Interest.
      So long
      as no Event of Default (hereafter defined) has occurred and subject to the
      terms
      hereof, principal outstanding hereunder shall bear interest at a variable rate
      (the “Variable Rate”) equal to the Prime Rate (hereinafter defined) plus one
      half of one percent (0.5%) per annum through and including November 30, 2008,
      and thereafter at the COF Rate (as hereinafter defined). 

     

    All
      interest shall be payable in arrears commencing December 1, 2007 and on the
      first day of each month thereafter until the principal together with all
      interest and other charges payable with respect to the Loan shall be fully
      paid,
      and calculated on the basis of a 360 day year and the actual number of days
      elapsed. Each change in the Prime Rate shall simultaneously change the Variable
      Rate payable under this Note. Each change in the Cost of Funds Rate shall
      simultaneously change the COF Rate.

     

    From
      the
      period hereof through November 30, 2008 (the “Conversion Date”), the Borrower
      shall pay payments of interest only. Commencing December 1, 2008 and on the
      first Banking Day of each month thereafter, Borrower shall pay monthly payments
      of principal in an amount sufficient to amortize the amount outstanding
      hereunder on the Conversion Date over a five (5) year schedule. The entire
      principal balance shall be due and payable in full on the Maturity
      Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b)
      Automatic
      Payments.
      Borrower hereby authorizes Lender to automatically deduct from Borrower’s
      operating account the amount of any loan payment (“Automatic Payments”). If the
      funds in the account are insufficient to cover any payment, Lender shall not
      be
      obligated to advance funds to cover the payment. At any time and for any reason,
      Borrower or Lender may voluntarily terminate Automatic Payments. The Lender
      shall record on the books and records of the Lender an appropriate notation
      evidencing each repay-ment on account of the principal hereof and the amount
      of
      inter-est paid; and the Borrower authorizes the Lender to maintain such records
      or make such notations and agrees that the amount shown on the books and records
      as outstanding from time to time shall constitute the amount owing to the Lender
      pursuant to this Note, absent manifest error.

    


    (2)
      DEFAULT
      RATE.
      To the
      extent allowed by applicable law, after the occurrence of any Event of Default,
      after maturity or after judgment has been rendered on this Note, all outstanding
      principal and unpaid interest shall bear, until paid, interest at a rate per
      annum equal to two (2%) percentage
      points greater than that which would otherwise be applicable (the “Default
      Rate”). 

    


    (3)
      LATE
      CHARGE.
      If a
      regularly scheduled payment is fifteen (15) days or more late, Borrower will
      be
      charged 5.000% of the unpaid portion of the regularly scheduled payment or
      $10.00, whichever is greater. 

    


    (4)
      EXPENSES.
      Borrower further promises to pay to the Lender, as incurred, and as an
      additional part of the unpaid principal balance, all costs, expenses and
      reasonable attorneys' fees incurred (i) in the protection, modification,
      collection, defense or enforcement of all or part of this Note or any guaranty
      hereof, or (ii) in the foreclosure or enforcement of any mortgage or security
      interest which may now or hereafter secure either the debt hereunder or any
      guaranty thereof, or (iii) with respect to any action taken to protect, defend,
      modify or sustain the lien of any such mortgage or security agreement, or (iv)
      with respect to any litigation or controversy arising from or connected with
      this Note or any mortgage or security agreement or collateral which may now
      or
      hereafter secure this Note, or (v) with respect to any act to protect defend,
      modify, enforce or release any of its rights or remedies with regard to, or
      otherwise effect collection of, any collateral which may now or in the future
      secure this Note or with regard to or against Borrower or any endorser,
      guarantor or surety of this Note.

    


    (5)
      DEFINITIONS.
      

    


    (a)
      "Banking Day" shall mean any day other than a day on which commercial lenders
      in
      the Governing State are required or permitted by law to close.

    


    (b)
      "COF
      Rate" means the Cost of Funds Rate plus 225 basis points.

    


    (c)
      “Conversion Date” means November 30, 2008.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)
“Cost
      of Funds Rate” means the per annum rate of interest selected by the Borrower
      which Lender is presumed to pay or is offering to pay, for wholesale
      liabilities, adjusted for reserve requirements and such other requirements
      as
      may be imposed by federal, state or local government and regulatory agencies
      as
      determined by Sovereign Treasury Group, or its successors.

    


    (e)
      “Governing State” shall mean the state where Lender’s offices are located as set
      forth in the first paragraph of this Note.

    


      (f)
“Loan
      Documents” shall mean any and all agreements, instruments, documents, security
      agreements, mortgages, financing statements, and supplements thereto and
      relating to the Loan, or entered into between the Borrower or Guarantor
      (hereafter defined) in favor of, or with, the Lender, at any time, for any
      purpose.

    


    (g)
      “Maturity Date” shall have the meaning set forth in the first paragraph of this
      Note.

    


    (h)
      “Obligations” shall mean all loans, advances, debts, liabili-ties, obligations,
      covenants and duties owing by the Borrower to the Lender of every kind and
      description (whether or not evidenced by any note or other instrument and
      whether or not for the payment of money), direct or in-direct, absolute or
      contingent, due or to become due, now existing or hereafter arising, whether
      or
      not such obligations are related to the transaction described in this Loan
      Agreement, by class, or kind, or whether or not contem-plated by the parties
      at
      the time of the granting of this security interest, including without
      limitation, all inter-est, fees, charges, expenses and attorneys' fees
      chargeable to the Borrower or incurred by the Lender in connection with the
      Borrower's account whether provided for herein or in any Loan
      Document.

    


    (i)
      The
      term “Prime Rate” means the variable per annum rate of interest so designated
      from time to time by the Lender as its prime rate. The Prime Rate is a reference
      rate and does not necessarily represent the lowest or best rate being charged
      to
      any customer. The rate of interest hereunder shall change simultaneously and
      automatically, without further notice, upon the Lender’s determination and
      designation from time to time of the Prime Rate. The Lender’s determination and
      designation from time to time of the Prime Rate shall not in any way preclude
      the Lender from making loans to other borrowers at rates that are higher or
      lower than or different from the referenced rate.

    


    (j)
       "Variable
      Rate" shall have the meaning set forth in paragraph 1(a) hereof.

    


    (6)
      OPTIONAL
      PREPAYMENT.
      Borrower may prepay the outstanding indebtedness due hereunder in whole, or
      in
      part, without penalty or premium. 

    


      All
      such
      prepayment amounts shall be applied first to fees and expenses then due
      hereunder, then to interest on the unpaid principal balance accrued to the
      date
      of prepayment and last to the principal balance then due hereunder.

     

    (7)
      DEFAULT.
      The
      happening of any of the following events or conditions shall constitute an
      “Event of Default” under this Note:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    1. Failure
      to make any payment of principal or interest or any sum due under this Note
      within fifteen (15) days of the date when the same shall be due and payable;
      or

    


    2. Default
      by the Borrower in the payment or performance of any obligation on its part
      to
      be paid or performed, or breached by the Borrower of any representation,
      warranty, term, covenant or condition of or under any agreements between the
      Lender and the Borrower including, without limitation, any default or Event
      of
      Default under the Loan Agreement, as the same may be amended, modified, extended
      or restated or in any documents or instruments referred to in said
      agreements.

    


    Upon
      and
      after an Event of Default, the availability of advances hereunder shall, at
      the
      option of the Lender, be deemed to be automatically terminated and, at its
      option, the whole of said indebtedness, both principal and interest, and
      including any other sums which may become due under this Note, shall, at the
      option of the holder of this Note, immediately become due and payable without
      presentment, demand, protest, notice of protest, or other notice of dishonor
      of
      any kind, all of which are hereby expressly waived by the Borrower.

    


    (8)
      WAIVERS,
      CONSENT TO JURISDICTION.
      The
      Borrower agrees that no delay or failure on the part of the holder in exercising
      any power, privilege, remedy, option or right hereunder shall operate as a
      waiver thereof or of any other power, privilege, remedy or right; nor shall
      any
      single or partial exercise of any power, privilege, remedy, option or right
      hereunder preclude any other or future exercise thereof or the exercise of
      any
      other power, privilege, remedy, option or right. The rights and remedies
      expressed herein are cumulative, and may be enforced successively, alternately,
      or concurrently and are not exclusive of any rights or remedies which holder
      may
      or would otherwise have under the provisions of all applicable laws, and under
      the provisions of all agreements between the Borrower and the
      Lender.

    


    The
      Borrower hereby waives presentment, demand, notice, protest and all other
      demands and notices in connection with the delivery, acceptance, performance,
      default or enforcement of this Note. The Borrower hereby assents to any
      extension or postponement of the time of payment or any other indulgence, to
      the
      addition or release of any party or person primarily or secondarily liable,
      and
      to the addition, release and/or substitution of all or any portion of any
      collateral now or hereafter securing this Note.

    


    Borrower
      shall not be obligated to pay and Lender shall not collect interest at a rate
      higher than the maximum permitted by law or the maximum that will not subject
      Lender to any civil or criminal penalties. If, because of the acceleration
      of
      maturity the payment of interest in advance or any other reason, Borrower is
      required, under the provisions of any Loan Document or otherwise, to pay
      interest at a rate in excess of such maximum rate, the rate of interest under
      such provisions shall immediately and automatically be reduced to such maximum
      rate and any payment made in excess of such maximum rate shall be applied to
      principal outstanding hereunder or, if required by applicable law, shall be
      returned to Borrower.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    This
      Note
      is subject to and secured by the collateral set forth in the Loan Agreement
      which, inter
      alia,
      contains waivers and consents of the Borrower including, without limitation,
      waivers of jury trial, setoff rights and Lender’s right to sell all or portions
      of the loan evidenced hereby.

    


    This
      Note
      amends and restates a certain CapEx Promissory Note in the original principal
      amount of $500,000 dated January __, 2007 and nothing herein shall constitute
      a
      novation of the indebtedness thereunder.

    


    This
      Note
      shall be governed by and construed in accordance with the laws of the Governing
      State.

    


    Dated:
      November 30, 2007.  

     

    


    RANOR,
      INC.

    


    


    By:
      /s/
      James G.
      Reindl                         


    James
      G.
      Reindl

    Its
      Chairman 

    Duly
      Authorized