Exhibit 10.2


                               FIRST AMENDMENT

                               to that certain

                               LOAN AGREEMENT

                               by and between

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

      This First 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  10th day of August 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, Borrower  has  requested and  Lender  has agreed  to  loan  to
 Borrower an additional  $50,000 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  $700,000  to 750,000, 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 36,000 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.   Amendment of Convertible  Notes, Warrants,  and Series  2004-L Class  A
 Preference Shares Certificate of Designations.  Such  Convertible Notes  and
 Warrants as listed on Exhibit C as well as Section 4.4 of the Certificate of
 Designations  for  the  Series  2004-L  Class  A  Preference  Shares  hereto
 previously issued  to  Lender  in connection  with  the  Loan  Agreement  or
 otherwise are  hereby  amended  to include  the  provisions  and  respective
 amendments (modified accordingly) set forth on Exhibit D, such amendments to
 be made  effective  retroactively to  the  date  of issuance  of  each  such
 Convertible Note, Warrant, or Series 2004-L Class A Preference Stock, as the
 case may be.

 5.   Representations and  Warranties.   Except  as  otherwise set  forth  on
 Exhibit E 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.

 6.   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.

 7.   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.

 8.   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.

 9.   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

<PAGE>


                                  EXHIBIT A
                                  ---------

                          [FORM OF CONVERTIBLE NOTE]

<PAGE>


                                  EXHIBIT B
                                  ---------

                              [FORM OF WARRANT]

<PAGE>


                                  EXHIBIT C
                                  ---------
                [CONVERTIBLE NOTES AND WARRANTS TO BE AMENDED]

 Warrants
 --------
 2000-G-01.3 (date of issue: 12/2/00)

 2001-G-02.3 (date of issue: 3/16/01)

 2001-5-03.3 (date of issue: 7/25/01)

 2002-G-04.2 (date of issue: 5/10/02)

 2002-G-05.2 (date of issue: 11/13/02)

 2004-J-02 (date of issue: 11/10/04)



 Convertible Notes
 -----------------
 14% Secured Convertible Note No. 1 (date of issue: November 10, 2004) in the
 Principal Amount of $125,000.

 14% Secured Convertible Note No. 2 (date of issue: November 15, 2004) in the
 Principal Amount of $575,000.

<PAGE>


                                  EXHIBIT D
                                  ---------

                [CONVERTIBLE NOTE/WARRANTS AMENDMENT LANGUAGE]


 Exercise Limitations.   At any  time after  the Common  Stock is  registered
 under Section 12 of the Exchange Act, the Holder shall not have the right to
 exercise any portion of this Warrant [Convertible Note], pursuant to Section
 II(1) [4]  or otherwise,  to the  extent that  after giving  effect to  such
 issuance after exercise, the Holder (together with the Holder's affiliates),
 as set  forth  on the  applicable  Subscription [Conversion]  Notice,  would
 beneficially own in excess of 4.99% or 9.99% of the number of shares of  the
 Common Stock outstanding immediately after giving effect  to such  issuance.
 For  purposes  of  the  foregoing  sentence,  the number of shares of Common
 Stock  beneficially owned by the Holder and its affiliates shall include the
 number of shares  of Common Stock  issuable  upon  exercise  of this Warrant
 [Convertible Note] with respect to which the determination of such  sentence
 is being made, but shall exclude the number of shares of Common Stock  which
 would be issuable upon (A) exercise  of the remaining, nonexercised  portion
 of this Warrant [Convertible Note] beneficially  owned by the Holder or  any
 of its  affiliates and  (B) exercise  or conversion  of the  unexercised  or
 nonconverted portion  of any  other securities  of the  Company  (including,
 without limitation, any  other Debentures, Convertible  Notes, or  Warrants)
 subject  to  a  limitation  on  conversion  or  exercise  analogous  to  the
 limitation contained herein beneficially owned by  the Holder or any of  its
 affiliates.  Except as set forth in the preceding sentence, for purposes  of
 this provision, beneficial ownership shall be calculated in accordance  with
 Section 13(d) of  the Exchange  Act.  To  the  extent  that  the  limitation
 contained in this Section applies, the determination of whether this Warrant
 [Convertible Note] is exercisable (in relation to other securities owned  by
 the Holder) and  of which a  portion of this  Warrant [Convertible Note]  is
 exercisable shall  be  in  the  sole discretion  of  such  Holder,  and  the
 submission of a Subscription [Conversion] Notice shall be deemed to be  such
 Holder's  determination  of  whether  this  Warrant  [Convertible  Note]  is
 exercisable (in relation to  other securities owned by  such Holder) and  of
 which portion of  this Warrant [Convertible  Note] is  exercisable, in  each
 case subject  to such  aggregate percentage  limitation, the  Company  shall
 verify or confirm the accuracy of such determination.  For purposes of  this
 Section, in determining the  number of outstanding  shares of Common  Stock,
 the Holder may rely on the number  of outstanding shares of Common Stock  as
 reflected in (x) Section 3.3 of the Loan Agreement, (y) a more recent public
 announcement by the Company, or (z) any  other notice by the Company or  the
 Company's Transfer Agent setting forth the number of shares of Common  Stock
 outstanding.  Upon the written  or oral request of  the Holder, the  Company
 shall within two days confirm orally and in writing to the Holder the number
 of shares of  Common Stock  then outstanding.  In  any case,  the number  of
 outstanding shares of Common Stock shall  be determined after giving  effect
 to the conversion or exercise of  securities of the Company, including  this
 Warrant [Convertible Note], by the Holder  or its affiliates since the  date
 as of which such number of outstanding shares of Common Stock was  reported.
 The provisions of  this Section may  be waived by  the Holder  upon, at  the
 election of the Holder, not less than 61 days' prior notice to the  Company,
 and the provisions of this Section  shall continue to apply until such  61st
 day (or such later date, as determined by the Holder, as may be specified in
 such notice of waiver).



             [SERIES 2004-L CLASS A PREFERENCE SHARES CERTIFICATE
                          OF DESIGNATIONS AMENDMENT]

 4.4  Notwithstanding the provisions hereof,  in no event shall the holder be
 entitled to convert any Series 2004-L  Class A Preferred Stock in excess  of
 that number of shares upon conversion of which the sum of (1) the number  of
 Common Shares beneficially owned  by such holder  and its affiliates  (other
 than Common  Shares  which may  be  deemed beneficially  owned  through  the
 ownership of the unconverted  portion of the Preferred  Stock), and (2)  the
 number of  shares  of Common  Stock  issuable  upon the  conversion  of  the
 Preferred Stock with respect to which  the determination of this  proviso is
 being made, would result in beneficial ownership by the  Eligible Holder and
 its affiliates  of more  than 4.9%  or 9.9%  (as  the case  may be)  of  the
 outstanding shares  of  Common Stock.  For purposes  of the  proviso  to the
 immediately preceding sentence,  beneficial ownership shall be determined in
 accordance with Section  13(d) of the  Securities Exchange Act  of 1934,  as
 amended, and Regulation 13 D-G thereunder,  except as otherwise provided  in
 clause (1) of such proviso.  The provisions of this Section may be waived by
 the holder upon, at the election of the holder, not less than 61 days' prior
 notice to the  Corporation, and  the provisions  of this  Section 4.4  shall
 continue to apply until such 61st day (or such later date, as determined  by
 the holder, as may be specified in such notice of waiver).