Exhibit 10.3


                               SECOND AMENDMENT

                               to that certain

                                LOAN AGREEMENT

                                by and between

         VPGI Corp. and Trident Growth Fund, L.P. (November 10, 2004)

      This Second Amendment  to that certain  Loan Agreement  by and  between
 VPGI Corp.  and Trident  Growth Fund,  L.P. dated  November 10,  2004  (this
 "Agreement") is made and  entered into this 19th  day of September 2005,  by
 and between VPGI  Corp., a Texas  corporation (the  "Borrower") and  Trident
 Growth Fund, LP, a Delaware limited partnership (the "Lender").

                             W I T N E S S E T H:

      WHEREAS,  on  November 10,  2004,  the  parties  entered  into  a  Loan
 Agreement (so called herein) wherein Lender agreed to loan to Borrower up to
 $700,000 (the "Loan"); and

      WHEREAS, on August 8, 2005, the  Loan was amended to increase the  Loan
 Amount by $50,000; and

      WHEREAS, Borrower  has  requested and  Lender  has agreed  to  loan  to
 Borrower an additional  $100,000 pursuant to  and on the  same terms as  the
 Loan; and

      NOW, THEREFORE, the parties have agreed to amend the Loan as follows:

 1.   Defined Terms.  All capitalized terms set forth but not defined  herein
 shall have the meaning ascribed to them in the Loan Agreement.

 2.   Increase in  Loan Amount.    The Loan  Agreement  shall be  amended  by
 increasing the Loan Amount from $750,000  to 850,000, and everywhere in  the
 Loan Agreement  where reference  is made  to the  Loan Amount,  directly  or
 indirectly,  such  term   or  reference  shall   be  amended  and   modified
 accordingly.  Accordingly, a Convertible Note in the form of Exhibit A shall
 be executed and delivered by Borrower to Lender contemporaneously  herewith.
 The Origination and  Commitment Fees described  in Section 2.1  of the  Loan
 Agreement shall apply to the additional amount to be loaned hereunder.

 3.   Additional Warrant  Coverage.    Borrower  shall  issue  an  additional
 Warrant to Lender in the form of Exhibit B hereto giving Lender the right to
 purchase an additional 72,000 shares of Common Stock at an exercise price of
 $.10 per share.   As set forth  in the Loan  Agreement, Borrower and  Lender
 agree that the  aggregate value of  the Warrant to  be issued in  accordance
 with  this  Agreement  together  with  the  Warrants  previously  issued  in
 connection with the Loan Agreement is less than $1,000.

 4.   Representations and  Warranties.   Except  as  otherwise set  forth  on
 Exhibit C hereto, all of the representations and warranties contained in the
 Loan Agreement  are  true  and  correct  as of  the  date  hereof,  and  the
 Disclosure Schedules  attached thereto   have  not changed  in any  material
 manner.

 5.   Terms of Loan Agreement Unchanged.  Except as set forth or contemplated
 herein, the remaining terms of the Loan Agreement shall remain in effect  as
 set forth therein.

 6.   Execution of  Counterparts.   This Agreement  may  be executed  in  any
 number of counterparts, each of which shall  be deemed to be an original  as
 against any party whose  signature appears thereon, and  all of which  shall
 together constitute one and the same instrument.

 7.   Further Assurances.  Each  party hereto agrees  to perform any  further
 acts and to execute and deliver any further documents that may be reasonably
 necessary to carry out the provisions of this Agreement.

 8.   Governing  Law.   This  Agreement  and  the legal  relations among  the
 parties hereto shall  be governed by  and construed in  accordance with  the
 laws of the State of Texas without regard to its conflicts of law  doctrine.
 Each of the parties hereto irrevocably  consents to the jurisdiction of  the
 federal and state courts located in Dallas County, the State of Texas.

      IN WITNESS  WHEREOF,  the Borrower  and  the Lender  have  caused  this
 Agreement to be duly executed by  their duly authorized officers, all as  of
 the day and year first above written.


 VPGI CORP.                                 TRIDENT GROWTH FUND, LP


                                            By: TRIDENT MANAGEMENT, LLC, its
                                                GENERAL PARTNER


 By: /s/ Pat Custer                         By: /s/ Scott Cook
     --------------------------------------     -----------------------------
     Pat A. Custer, Chief Executive Officer     Scott Cook, Authorized Member