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                                                                    Exhibit 10.9


                SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED
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                                LOAN AGREEMENT
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     THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AGREEMENT (this

"Amendment") is executed as of March 31, 2001, by and among PANJA INC., a Texas
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corporation ("Borrower") and BANK ONE, NA, with its principal office in Chicago,
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Illinois, successor by merger to BANK ONE, TEXAS, N.A., a national banking
association ("Lender").
              ------

                             W I T N E S S E T H:
                             --------------------

     WHEREAS, Borrower and Lender entered into that certain Fourth Amended and
Restated Loan Agreement, dated September 1, 2000, pursuant to which Lender
agreed to make available to Borrower the Borrowing Base Line of Credit (as
therein defined) and the Advance/Term Facility (as therein defined)(as
heretofore or hereafter amended, the "Loan Agreement")(each capitalized term
                                      --------------
used herein, but not otherwise defined shall have the same meaning given to it
in the Loan Documents); and

     WHEREAS, pursuant to the Loan Agreement, Borrower, Lender and Banc One
International Corporation executed that certain Exim Agreement (as defined in
the Loan Agreement) dated the date of the Loan Agreement, pursuant to which
Lender agreed to make available to Borrower a working capital loan for export
transactions in the amount of $4,000,000.00 to be guaranteed by Ex-Im Bank (as
therein defined) and included as a portion of the Borrowing Base Line of Credit;
and

     WHEREAS, pursuant to the Loan Agreement, Borrower executed that certain
Promissory Note and Renewal Promissory Note (collectively, the "Notes") dated
                                                                -----
the date of the Loan Agreement in the stated principal amounts of $4,000,000 and
$10,000,000; and

     WHEREAS, Borrower and Lender entered into that certain Amendment to Fourth
Amended and Restated Loan Agreement (the "First Amendment") dated as of January
                                          ---------------
5, 2001, pursuant to which Lender agreed to make available to Borrower the 2001
Line of Credit (as therein defined); and

     WHEREAS, pursuant to the First Amendment, Borrower executed that certain
Promissory Note dated the date of the First Amendment in the stated principal
amount of $2,000,000; and

     WHEREAS, Borrower has requested that, among other things, Lender modify
certain covenants contained in the Loan Agreement; and

     WHEREAS, subject to the terms and conditions herein contained, Lender is
willing to agree to such request; and

     NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, Borrower and
Lender hereby covenant and agree as follows:

                            ARTICLE I - AMENDMENTS
                            ----------------------

Section 1.1   Financial Covenants.
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     1)       Section 9(a) of the Loan Agreement is hereby amended and restated
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              as follows:



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              (a)  Current Ratio. Consolidated Borrower will maintain, at all
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                   times, a ratio of (i) current assets to (ii) current
                   liabilities of not less than 1.25 to 1.0, which ratio shall
                   be tested quarterly.

     2)       Section 9(d) of the Loan Agreement is hereby amended and restated
              ------------
              as follows:

              (d)  Capital Expenditures. Consolidated Borrower will not make
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                   capital expenditures in excess of $3,000,000.00 during the
                   fiscal year ending March 31, 2002.

     3)       Lender hereby waives Borrower's noncompliance with the Tangible
Net Worth financial covenant contained in Section 9(b) of the Loan Agreement for
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the reporting period ending on March 31, 2001.


                       ARTICLE II - CONDITIONS PRECEDENT
                       ---------------------------------

Section 2.1.  Closing. The closing (the "Closing") of the transactions
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contemplated by this Amendment shall occur on and as of the date that all
conditions hereto contained in Section 2.2 of this Amendment have been satisfied
(the "Modification Closing Date").
     --------------------------

Section 2.2.  Conditions to the Closing. As conditions precedent to the Closing,
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Borrower shall have executed and delivered to Lender this Amendment.

                          ARTICLE III - MISCELLANEOUS
                          ---------------------------

Section 3.1.  Continuing Effect. Except as modified and amended hereby, the Loan
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Agreement and other Loan Documents are and shall remain in full force and effect
in accordance with their terms.

Section 3.2.  Payment of Expenses. Borrower agrees to pay to Lender the
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reasonable attorneys' fees and expenses of Lender 's counsel and other expenses
incurred by Lender in connection with this Amendment.

Section 3.3.  Binding Loan Agreement. This Amendment shall be binding upon, and
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shall inure to the benefit of, the parties' respective representatives,
successors and assigns.

Section 3.4.  Ratification. Except as otherwise expressly modified by this
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Amendment, all terms and provisions of the Loan Agreement, the Notes and the
other Loan Documents, shall remain unchanged and hereby are ratified and
confirmed and shall be and shall remain in full force and effect, enforceable in
accordance with their terms.

Section 3.5.  No Defenses. Borrower by its execution of this Amendment, hereby
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declares that it has no set-offs, counterclaims, defenses or other causes of
action against Lender arising out of the Loans, the modification of the Loans,
any documents mentioned herein or otherwise; and, to the extent any such
setoffs, counterclaims, defenses or other causes of action may exist, whether
known or unknown, such items are hereby waived by Borrower.

Section 3.6.  Further Assurances. The parties hereto shall execute such other
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documents as may be necessary or as may be required, in the opinion of counsel
to Lender , to effect the transactions contemplated hereby and the liens and/or
security interests of all other collateral instruments, as modified by this
Amendment. Borrower also agrees to provide to Lender such other documents and
instruments as Lender reasonably may request in connection with the modification
of the Loans effected hereby.



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Section 3.7.  Usury Savings Clause. Notwithstanding anything to the contrary in
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this Amendment, the Notes or any other Loan Document, or in any other agreement
entered into in connection with the Notes or securing the indebtedness evidenced
by the Notes, whether now existing or hereafter arising and whether written or
oral, it is agreed that the aggregate of all interest and other charges
constituting interest, or adjudicated as constituting interest, and contracted
for, chargeable or receivable under the Notes or otherwise in connection with
the Notes shall under no circumstances exceed the maximum rate of interest
permitted by applicable law. In the event the maturity of the Notes is
accelerated by reason of an election by the holder thereof resulting from a
default thereunder or under any other document executed as security therefor or
in connection therewith, or by voluntary prepayment by the maker, or otherwise,
then earned interest may never include more than the maximum rate of interest
permitted by applicable law. If from any circumstance any holder of any of the
Notes shall ever receive interest or any other charges constituting interest, or
adjudicated as constituting interest, the amount, if any, which would exceed the
maximum rate of interest permitted by applicable law shall be applied to the
reduction of the principal amount owing on such Notes or on account of any other
principal indebtedness of the maker to the holders of such Notes, and not to the
payment of interest, or if such excessive interest exceeds the unpaid balance of
principal thereof and such other indebtedness, the amount of such excessive
interest that exceeds the unpaid balance of principal thereof and such other
indebtedness shall be refunded to the maker. All sums paid or agreed to be paid
to the holder of the Notes for the use, forbearance or detention of the
indebtedness of the maker to the holder of such Notes shall be amortized,
prorated, allocated and spread throughout the full term of such indebtedness
until payment in full for the purpose of determining the actual rate on such
indebtedness is uniform throughout the term thereof.

              The terms "maximum amount" or "maximum rate" as used in this
Amendment or the Notes, or in any other agreement entered into in connection
with the Notes or securing the indebtedness evidenced by the Notes, whether now
existing or hereafter arising and whether written or oral, include, as to
Chapter 303 of the Texas Finance Code (and as same may be incorporated by
reference in other statutes of the State of Texas), but otherwise without
limitation, that rate based upon the "weekly ceiling"; provided, however, that
this designation shall not preclude the rate of interest contracted for, charged
or received in connection with the Loans from being governed by, or construed in
accordance with, any other state or federal law, including but not limited to,
Public Law 96-221.

Section 3.8.  Non-Waiver of Events of Default. Except as specifically provided
              -------------------------------
herein, neither this Amendment nor any other document executed in connection
herewith constitutes or shall be deemed (a) a waiver of, or consent by Lender
to, any default or event of default which may exist or hereafter occur under any
of the Loan Documents, (b) a waiver by Lender of any of Borrower's obligations
under the Loan Documents, or (c) a waiver by Lender of any rights, offsets,
claims, or other causes of action that Lender may have against Borrower.

Section 3.9.  Enforceability. In the event the enforceability or validity of any
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portion of this Amendment, the Loan Agreement, the Notes, or any of the other
Loan Documents is challenged or questioned, such provision shall be construed in
accordance with, and shall be governed by, whichever applicable federal or Texas
law would uphold or would enforce such challenged or questioned provision.

Section 3.10. Counterparts. This Amendment may be executed in several
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counterparts, all of which are identical, each of which shall be deemed an
original, and all of which counterparts together shall constitute one and the
same instrument, it being understood and agreed that the signature pages may be
detached from one or more of such counterparts and combined with the signature
pages from any other counterpart in order that one or more fully executed
originals may be assembled.


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Section 3.11. Choice of Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
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IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT FEDERAL
LAWS PREEMPT THE LAWS OF THE STATE OF TEXAS.

Section 3.12. Entire Loan Agreement. This Amendment, together with the other
              ---------------------
Loan Documents, contain the entire agreements between the parties relating to
the subject matter hereof and thereof. This Amendment and the other Loan
Documents may be amended, revised, waived, discharged, released or terminated
only by a written instrument or instruments, executed by the party against which
enforcement of the amendment, revision, waiver, discharge, release or
termination is asserted. Any alleged amendment, revision, waiver, discharge,
release or termination which is not so documented shall not be effective as to
any party.

     THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL LOAN
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AGREEMENT BETWEEN THE PARTIES RELATED TO THE SUBJECT MATTER HEREIN CONTAINED AND
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MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
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AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
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PARTIES.
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     IN WITNESS WHEREOF, this Amendment is executed effective as of the date
     first written above.

                              LENDER:
                              -------

                              BANK ONE, NA, successor by merger to BANK ONE,
                              TEXAS, N.A., a national banking association



                              By:  /s/ Fred Points
                                 ---------------------------------------------
                              Name:    Fred Points
                                   -------------------------------------------
                              Title:   Vice President
                                    ------------------------------------------


                              BORROWER:
                              ---------

                              PANJA INC., a Texas corporation

                              By:  /s/ Paul D. Fletcher
                                 ---------------------------------------------
                              Name:    Paul D. Fletcher
                                   -------------------------------------------
                              Title:   Vice President & CFO
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