EXHIBIT 4.4(c)

                  AMENDMENT NO. 2 TO LOAN AGREEMENT AND CONSENT

     THIS  AMENDMENT,  dated as of the 7th day of  June,  2002,  by and  between
Tecstar,  LLC, an Indiana limited  liability company  ("Company"),  and Comerica
Bank, a Michigan banking corporation ("Bank");

                                   WITNESSETH:

     WHEREAS,  Company  and Bank  desire to  further  amend  that  certain  Loan
Agreement  dated as of February 13, 2002,  entered into by Company and Bank,  as
amended by Amendment No. 1 dated May ____, 2002 (as amended, the "Agreement");

     NOW,  THEREFORE,  it is agreed  that the  Agreement  is further  amended as
follows:

     1.  Company  has advised  Bank that (a) an  affiliate  of Company,  Tecstar
Manufacturing   Canada   Limited,   a  New   Brunswick   corporation   ("Tecstar
Manufacturing")  desires to lease  certain  property  located at 201 South Blair
Street,  Whitby,  Ontario  (the  "Leased  Premises")  and to obtain an option to
purchase  the Leased  Premises,  all as more  fully set forth in a Ground  Lease
between  Giffels  Developments  Inc.,  an  Ontario   corporation,   as  landlord
("Landlord"),  and Tecstar  Manufacturing,  as tenant,  in the form  attached as
Exhibit "A" hereto (the  "Ground  Lease"),  and (b) as a material  condition  to
Landlord's  agreement to enter into the Ground Lease and the Option Agreement in
the form  attached  to and to be executed  in  accordance  with the terms of the
Ground Lease (the "Option  Agreement"),  Landlord  requires that Company execute
and deliver to  Landlord  an  Indemnity  Agreement  in the form  attached to the
Ground Lease (the "Indemnity Agreement") and join in the execution of the Ground
Lease for the purpose of guaranteeing  all obligations of Tecstar  Manufacturing
under the Ground Lease and Option Agreement (collectively,  Ground Lease and the
Indemnity  Agreement  shall  be  referred  to  herein  as  the  "Lease  Guaranty
Documents").  Section 5.3 of the Agreement  prohibits Company from entering into
the Lease Guaranty  Documents without Bank's prior written consent.  Company has
requested  that Bank consent to its entering into the Lease  Guaranty  Documents
and Bank is willing to do so as hereinafter  set forth.  For purposes of Section
5.3 of the Agreement  only,  Bank consents to Company's  entering into the Lease
Guaranty  Documents.  The  foregoing  consent  shall not act as a consent to any
other  transaction,  act or omission,  whether related or unrelated to the Lease
Guaranty  Documents.  The  foregoing  consent  shall not extend to or affect any
obligation or covenant not expressly consented hereto or otherwise impair any of
the Bank's rights consequent  therefrom.  The foregoing consent is given subject
to the terms and  conditions  of this  Amendment and shall only be effective on,
but only on, the effective date of this Amendment.

     2. The following  Section 4.15 is added to the Agreement after Section 4.14
thereof:

          "4.15  Promptly  notify the Bank of any  default by Company or Tecstar
     Manufacturing   (as  defined  in  Amendment   No.  2  to  this   Agreement)
     (hereinafter  "Tecstar  Manufacturing")  under  the  Ground  Lease,  Option
     Agreement or  Indemnity  Agreement  (each as defined in Amendment  No. 2 to
     this Agreement)."

     3. The following  Section 5.14 is added to the Agreement after Section 5.13
thereof:

          "5.14 Amend the Ground Lease,  Option Agreement or Indemnity Agreement
     (each as defined in Amendment No. 2 to this Agreement)."

     4.  Section 7.2 of the  Agreement  is amended  and  restated to read in its
entirety as follows:

          7.2  Upon occurrence of any of the following events of default:

          (a)  default  in  the   observance  or   performance  of  any  of  the
               conditions,  covenants  or  agreements  of  Company  set forth in
               Sections 4.1(c), (d), 4.3, 4.4, 4.5, 4.11, 4.12, 4.13, 4.14, 4.15
               or Section 5;

          (b)  default  in  the   observance  or   performance  of  any  of  the
               conditions,  covenants  or  agreements  of  Company  set forth in
               Section 4.1(a) or (b) or 4.10 and continuance for ten (10) days;

          (c)  default  in  observance  or  performance  of  any  of  the  other
               conditions,  covenants or agreements of Company herein set forth,
               and  continuance  thereof  for thirty  (30) days after  notice to
               Company by Bank;

          (d)  any  representation  or warranty made by Company herein or in any
               instrument   submitted  pursuant  hereto  proves  untrue  in  any
               material respect when made;

          (e)  default  in  the   observance  or   performance  of  any  of  the
               conditions,   covenants  or   agreements   of  Company,   Tecstar
               Manufacturing  or any other  person  set forth in any  collateral
               document   of   security   which  may  be  given  to  secure  the
               indebtedness  hereunder  or  in  any  other  collateral  document
               related to or connected with this  Agreement or the  indebtedness
               hereunder,  and continuation of such default beyond any period of
               grace specified in any such document;

          (f)  default (i) in the payment of any other  obligation of Company or
               Tecstar  Manufacturing for borrowed money (other than to Bank) in
               an  aggregate  amount in excess of Twenty Five  Thousand  Dollars
               ($25,000),  or  (ii)  in the  observance  or  performance  of any
               conditions, covenants or agreements related or given with respect
               thereto,  and, in the case of clause (ii) continuance thereof for
               a  period  of  time  sufficient  to  permit  the  holder  of  the
               applicable indebtedness to accelerate such indebtedness;

          (g)  judgments for the payment of money in excess of the sum of Twenty
               Five  Thousand  Dollars  ($25,000)  in  the  aggregate  shall  be
               rendered  against  Company  or  Tecstar  Manufacturing  and  such
               judgments shall remain unpaid, unvacated, unbonded or unstayed by
               appeal or otherwise for a period of thirty (30)  consecutive days
               from the date of its entry;

          (h)  the  occurrence  of any  "reportable  event",  as  defined in the
               Employee   Retirement   Income  Security  Act  of  1974  and  any
               amendments thereto, which is determined to constitute grounds for
               termination by the Pension  Benefit  Guaranty  Corporation of any
               employee  pension  benefit  plan  maintained  by or on  behalf of
               Company  for  the  benefit  of any of its  employees  or for  the
               appointment by the appropriate  United States District Court of a
               trustee to administer such plan and such reportable  event is not
               corrected  and such  determination  is not revoked  within thirty
               (30)  days  after  notice  thereof  has  been  given  to the plan
               administrator  or Company;  or the  institution of proceedings by
               the Pension  Benefit  Guaranty  Corporation to terminate any such
               employee  benefit  pension  plan  or  to  appoint  a  trustee  to
               administer  such  plan;  or the  appointment  of a trustee by the
               appropriate  United States  District Court to administer any such
               employee benefit pension plan;

          (i)  if there shall occur any change in the  management,  ownership or
               control  of  Company  which  in the  sole  judgment  of  Bank  is
               reasonably  likely  to  have a  material  adverse  effect  on the
               Company;

          (i)  if Bank shall for any reason deem itself insecure; or

          (j)  default  in  the   observance  or   performance  of  any  of  the
               conditions,   covenants  or  agreements  of  Company  or  Tecstar
               Manufacturing,  as  applicable,  under the Tecstar  Manufacturing
               Security  Agreement,   Tecstar  Manufacturing  Guarantee,  Ground
               Lease,  Option Agreement or Indemnity  Agreement (each as defined
               in  Amendment  No.  2  to  this  Agreement),   or  under  Tecstar
               Manufacturing's  Joinder to Amendment No. 2 to this Agreement; or
               the  revocation  or   termination  or  attempted   revocation  or
               termination of the Tecstar Manufacturing Guarantee;

          then,or at any time thereafter,  unless such default is remedied, Bank
          may give  notice to Company  declaring  all  outstanding  indebtedness
          hereunder and under the Line Note to be due and payable, whereupon all
          indebtedness then outstanding  hereunder and under the Line Note shall
          immediately become due and payable without further notice and demand."

     5.  Section 7.3 of the  Agreement  is amended  and  restated to read in its
entirety as follows:

          "7.3 If a  creditors'  committee  shall  have been  appointed  for the
     business  of  Company or  Tecstar  Manufacturing;  or if Company or Tecstar
     Manufacturing  shall  have made a general  assignment  for the  benefit  of
     creditors or shall have been  adjudicated  bankrupt,  or shall have filed a
     voluntary  petition in bankruptcy or for reorganization or to effect a plan
     or  arrangement  with  creditors;  or shall file an answer to a  creditor's
     petition  or other  petition  filed  against  it,  admitting  the  material
     allegations   thereof   for   an   adjudication   in   bankruptcy   or  for
     reorganization; or shall have applied for or permitted the appointment of a
     receiver,  or trustee or custodian  for any of its  property or assets;  or
     such  receiver,  trustee or custodian  shall have been appointed for any of
     its  property  or assets  (otherwise  than upon  application  or consent of
     Company or Tecstar Manufacturing, as applicable) and such receiver, trustee
     or custodian so appointed shall not have been discharged  within sixty (60)
     days after the date of his  appointment or if an order shall be entered and
     shall not be  dismissed  or stayed  within  sixty (60) days from its entry,
     approving   any   petition  for   reorganization   of  Company  or  Tecstar
     Manufacturing,  then the Line Note and all  indebtedness  then  outstanding
     hereunder shall automatically become immediately due and payable."

     6. Company hereby  represents and warrants that, after giving effect to the
amendments  contained  herein,  (a) execution,  delivery and performance of this
Amendment and any other documents and instruments  required under this Amendment
or the Agreement are within Company's  limited  liability  company powers,  have
been duly authorized,  are not in contravention of law or the terms of Company's
Articles of Organization or Operating Agreement,  and do not require the consent
or approval of any governmental body,  agency, or authority;  and this Amendment
and any other  documents and  instruments  required  under this Amendment or the
Agreement,  will be valid and binding in  accordance  with their terms;  (b) the
continuing  representations  and warranties of Company set forth in Sections 3.1
through 3.5 and 3.7 through 3.14 of the Agreement are true and correct on and as
of the date  hereof with the same force and effect as made on and as of the date
hereof;(c) the continuing representations and warranties of Company set forth in
Section  3.6 of the  Agreement  are true and  correct as of the date hereof with
respect to the most recent financial statements furnished to the Bank by Company
in accordance with Section 4.1 of the Agreement; and (d) no event of default, or
condition or event which,  with the giving of notice or the running of time,  or
both, would constitute an event of default under the Agreement, has occurred and
is continuing as of the date hereof.

     7. Company and, by joining in the execution hereof,  Tecstar Manufacturing,
each covenant and agree to furnish or cause to be furnished Bank, within 30 days
from and after the date of this Amendment, in form and substance satisfactory to
Bank, with all of the following:

          (a) As security for all  indebtedness  and  obligations  of Company to
     Bank  under the  Agreement,  the Line  Note or any of the other  documents,
     instruments or agreements executed in connection  therewith,  the following
     (all of which is herein  collectively  called  the  "Tecstar  Manufacturing
     Collateral"):

               (i) A Security  Agreement  (the "Tecstar  Manufacturing  Security
          Agreement")  granting  to Bank a  first  priority  perfected  security
          interest in and covering all of Tecstar Manufacturing's  machinery and
          equipment,   furniture  and  fixtures,  and  other  tangible  personal
          property,  whether  then  owned  or  thereafter  acquired;  and all of
          Tecstar   Manufacturing's  present  and  future  accounts  receivable,
          inventories,   contract  rights,  chattel  paper,  inventory,  general
          intangibles and  instruments  and such additional  documents as relate
          thereto  or  shall  be   required   by  the  terms  of  said   Tecstar
          Manufacturing Security Agreement;

               (ii) An unlimited, unconditional guaranty of payment from Tecstar
          Manufacturing ("Tecstar Manufacturing Guarantee"), guarantying to Bank
          payment of all  present and future  indebtedness  and  obligations  of
          Company to Bank;

               (iii) Financing statements (or Canadian  equivalents) required or
          requested  by Bank to perfect all  security  interests to be conferred
          upon Bank under this  Section 7 and to accord Bank a  perfected  first
          priority  security  position  under the  Uniform  Commercial  Code (or
          Canadian equivalent);

               (iv) Such documents or  certificates  as may be requested by Bank
          and/or  are  required  under  the terms of the  Tecstar  Manufacturing
          Security Agreement; and

               (v)  Such  other   documents  or   agreements   of  security  and
          appropriate  assurances  of validity and perfected  first  priority of
          lien or security interest as Bank may request at any time;

          (b) an opinion of Tecstar Manufacturing's legal counsel;

          (c)  certified  copies of  resolutions  of the Board of  Directors  of
     Tecstar Manufacturing;

          (d) certified copies of the Articles of  Incorporation  and Bylaws (or
     Canadian equivalents) of Tecstar Manufacturing;

          (e) certificates of good standing (or Canadian  equivalents)  from the
     State (or Province as applicable) of incorporation of Tecstar Manufacturing
     and from each jurisdiction in which Tecstar Manufacturing is required to be
     qualified to do business;

          (f) lien searches with respect to Tecstar Manufacturing;

          (g) a lessor's acknowledgment from the Landlord; and

          (h)  evidence  of  property  and  liability   insurance  from  Tecstar
     Manufacturing.

     The failure of Company or Tecstar to comply with any of the  provisions  of
this Section 7 shall constitute an event of default under the Agreement.

     8. This  Amendment  shall be effective upon (a) execution of this Amendment
by Company and Bank, (b) execution  and/or delivery by Tecstar  Manufacturing to
Bank of (i) the Joinder to this  Amendment,  and (ii)  certified  organizational
documents and an authorizing  resolution and incumbency certificate from Tecstar
Manufacturing,  and (c) payment by Company to Bank of a non-refundable amendment
fee in the amount of $2,500.

     9.  Except  as  modified  hereby  all of the terms  and  conditions  of the
Agreement shall remain in full force and effect

     10. Capitalized terms not defined in this Amendment shall have the meanings
ascribed to them in the Agreement.


     WITNESS the due execution hereof on the day and year first above written.

                                COMERICA BANK

                                By: /s/ Michael H. Cliff
                                   ---------------------------------------------
                                         Michael H. Cliff
                                         Vice President


                                TECSTAR, LLC

                                By: /s/ Jeffrey P. Beitzel
                                   ---------------------------------------------
                                        Jeffrey P. Beitzel
                                        President

                                And by: /s/ Michael H. Schoeffler
                                        ----------------------------------------
                                        Michael H. Schoeffler
                                        Chief Financial Officer

<PAGE>


                                     JOINDER

     The  undersigned  joins in the execution of this  Amendment to indicate its
consent  and  agreement  to the terms of the  foregoing  Amendment,  and further
agrees as follows:

     1. The undersigned  agrees to comply with the  requirements of Section 7 of
the foregoing Amendment.

     2. The  undersigned  represents  and warrants to Bank (a) that there are no
liens or security interests on any of the undersigned's property or rights to be
encumbered by the Tecstar Manufacturing  Security Agreement,  and (b) execution,
delivery and performance of this Joinder and any other documents and instruments
required  under  this  Joinder  or  the  foregoing   Amendment  are  within  the
undersigned's   corporate  powers,  have  been  duly  authorized,   are  not  in
contravention  of law or the terms of  Company's  Articles of  Incorporation  or
Bylaws (or Canadian equivalents),  and do not require the consent or approval of
any  governmental  body,  agency,  or authority;  and this Joinder and any other
documents  and  instruments   required  under  this  Joinder  or  the  foregoing
Amendment, will be valid and binding in accordance with their terms.

     3. The undersigned  covenants and agrees that, so long as any  indebtedness
remains  outstanding under the Agreement,  as amended by the foregoing amendment
and as it may further be amended from time to time (the  "Agreement"),  it shall
(a) observe and perform all of the  conditions,  covenants and agreements  under
the Ground  Lease and Option  Agreement;  and (b)  promptly  notify Bank (in the
manner for  giving  notice to Bank under the  Agreement)  of any  default by the
undersigned under the Ground Lease or Option Agreement.

     4. The  undersigned  covenants and agrees that it shall not, so long as any
indebtedness to Bank remains outstanding under the Agreement,  without the prior
written  consent of Bank (a) amend the  Ground  Lease or Option  Agreement,  (b)
assign or sublet all or any part of the  Ground  Lease or Leased  Premises,  (c)
exercise the option under the Option Agreement, (d) purchase,  acquire or redeem
any of its capital stock or make any material change in its capital structure or
general business objects or purpose,  (e) enter into any merger or consolidation
or sell, lease,  transfer, or dispose of all,  substantially all, or any part of
its assets,  except in the ordinary course of its business, or (f) affirmatively
pledge or mortgage any of its assets,  whether now owned or hereafter  acquired,
or  create,  suffer  or  permit to exist  any  lien,  security  interest  in, or
encumbrance thereon, except to Bank.

     5. The undersigned acknowledges that execution and delivery of this Joinder
and the  undertakings  of the  undersigned  hereunder  are  material  conditions
precedent to Bank's agreement to enter into the foregoing Amendment.

     4.  Capitalized  terms not defined in this Joinder  shall have the meanings
ascribed to them in the foregoing Amendment.

     This Joinder is made as of the _____ day of June, 2002.

                                    TECSTAR MANUFACTURING CANADA LIMITED

                                    /s/ Michael H. Schoeffler
                                    ----------------------------------------
                                    Michael H. Schoeffler
                                    Chief Financial Officer

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