### **Exhibit10.19**

 

**AMENDMENT TO LOAN AGREEMENT AND NOTE**

 

This amendment (the “Amendment”), dated as ofthe date specified below, is by and between the borrower (the “Borrower”) andthe bank (the “Bank”) identified below.

 

**RECITALS**

 

A. The Borrower and the Bank have executed aLoan Agreement (the “Agreement”) dated MARCH 15, 2002 and the Borrower hasexecuted a Note (the “Note”), dated MARCH 15, 2002, either or both which mayhave been amended and replaced from time to time, and the Borrower (and ifapplicable, certain third parties) have executed the collateral documents whichmay or may not be identified in the Agreement and certain other relateddocuments (collectively the “Loan Documents”), setting forth the terms andconditions upon which the Borrower may obtain loans from the Bank from time totime in the original amount of $ 3,500,000.00, as may be amended from time totime.

 

B. The Borrower has requested that the Bankpermit certain modifications to the Agreement and Note as described below.

 

C. The Bank has agreed to such modifications,but only upon the terms and conditions outlined in this Amendment.

 

**TERMS OF AGREEMENT**

 

Inconsideration of the mutual covenants contained herein, and for other good andvaluable consideration, the Borrower and the Bank agree as follows:

 

ý**Extension of Maturity Date.**  If checked here, any references in theAgreement or Note to the maturity date or date of final payment are herebydeleted and replaced with “ JANUARY 31, 2004.”

 

o**Change in Maximum Loan Amount.**  If checked here, all references in theAgreement and in the Note (whether or not numerically) to the maximum loanamount are hereby deleted and replaced with“$                          “,which evidences an additional$                          availableto be advanced subject to the terms and conditions of the Agreement and Note.

 

o**Change in Multiple Advance Termination Date.**   If checked here, all references in theAgreement and in the Note to the termination date for multiple advances arehereby deleted and replaced with“                          ”.

 

**Change in Financial Covenant(s).**

 

(i)  o  Ifchecked here, all references to “$      ”in theAgreement as the minimum Net Working Capital amount are hereby deleted andreplaced with “$            ”forthe period beginning     and thereafter.

 

(ii)  ý  Ifchecked here, all references to “$ 9,500,000” in the Agreement as the minimumTangible Net Worth amount are hereby deleted and replaced with “$ 10,000,000”for the period beginning 02/01/03 and thereafter.

 

(iii) o  If checkedhere, all references to“                          ”in the Agreement as the maximum Debt to Worth Ratio are hereby deleted andreplaced with“                          ”for the period beginning                 and thereafter.

 

(iv)  o  Ifchecked here, all references to “  ” in the Agreement as the minimumCurrent Ratio are hereby deleted and replaced with “  ” for theperiod beginning     and thereafter.

 

(v)  o  Ifchecked here, all references to“$                          ”in the Agreement as the maximum Capital Expenditures amount are  hereby deleted and replaced with“$                          ”for the period beginning                and thereafter.

 

(vi)  o  Ifchecked here, all references to“                          ”in the agreement as the minimum Cash Flow Coverage Ratio are hereby deleted andreplaced with“                          ”for the period beginning             andthereafter.

 

(vii) o  Ifchecked here, all references to“$                          ”  in the Agreement as the maximum Officers,Directors, Partners, and Management Salaries and Other Compensation amount arehereby deleted and replaced with“$                          ”for the period beginning                    and thereafter.

 

o  **Change inPayment Schedule.**  If checkedhere, effective upon the date of this Amendment, any payment terms are amendedas follows:

 

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**ý  Change in Interest Rate.**  Ifchecked here, effective upon the date of this Amendment, interest payable underthe Note is amended as follows:

 

The unpaid principal balancewill bear interest at an annual rate equal to 1.000% plus the prime rateannounced by the Bank.  The Interestrate hereunder will be adjusted each time that the prime rate changes.

 

o  **Change inLate Payment Fee. **If checkedhere, subject to applicable law, if any payment is not made on or before itsdue date, the Bank may collect a delinquency charge of        % of the unpaid amount.Collection of the late payment fee shall not be deemed to be a waiver of theBank’s right to declare a default hereunder.

 

o  **Change inClosing Fee.** If checked here and subject to applicable law, theBorrower will pay the Bank a closing fee of$                    (apart form any prior closing fee) contemporaneously with the execution of thisAmendment.  This fee is in addition toall other fees, expenses and other amounts due hereunder.

 

**Default Interest Rate.** Notwithstanding any provision of this Note tothe contrary, upon any default or at any time during the continuation thereof(including failure to pay upon maturity), the Bank may, at its option andsubject to applicable law, increase the interest rate on this Note to a rate of5% per annum plus the interest rate otherwise payable hereunder.  Notwithstanding the foregoing and subject toapplicable law, upon the occurrence of a default by the Borrower or anyguarantor involving bankruptcy, insolvency, receivership proceedings or anassignment for the benefit of creditors, the interest rate on this Note shallautomatically increase to a rate of *5%*per annum plus the rate otherwisepayable hereunder.

 

**Effectivenessof Prior Documents.**Except as specifically amendedhereby, the Agreement, the Note and the other Loan Documents shall remain infull force and effect in accordance with their respective terms. All warrantiesand representations contained in the Agreement and the other Loan Documents arehereby reconfirmed as of the date hereof. All collateral previously provided tosecure the Agreement and/or Note continues as security, and all guarantiesguaranteeing obligations under the Loan Documents remain in full force andeffect. This is an amendment, not a novation.

 

**Preconditions to Effectiveness.**This Amendment shall only become effective uponexecution by the Borrower and the Bank, and approval by any other third partyrequired by the Bank.

 

**No Waiver of Defaults; Warranties.** This Amendment shall not be construed as or bedeemed to be a waiver by the Bank of existing defaults by the Borrower, whetherknown or undiscovered. All agreements, representations and warranties madeherein shall survive the execution of this Amendment.

 

**Counterparts.**This Amendment may be signed in any number ofcounterparts, each of which shall be considered an original, but when takentogether shall constitute one document.

 

**Authorization.**The Borrower represents and warrants that theexecution, delivery and performance of this Amendment and the documentsreferenced herein are within the authority of the Borrower and have been dulyauthorized by all necessary action.

 

**Attachments. All documents attached hereto,including any appendices, schedules, riders, and exhibits to this Amendment,are hereby expressly incorporated herein by reference.**

 
| Dated as of: JANUARY 30, 2003        |                             |
|--------------------------------------|----------------------------------|
| (Individual  Borrower)               | PHOENIX GOLD INTERNATIONAL, INC. |
|                                 | Borrower Name (Organization)     |
|                                 |                             |
|                                 | a Oregon Corporation             |
|                                 |                             |
| Borrower Name                        | N/A                              | By: | /s/ Joseph K. O’Brien |   |
|                                 |                             | Name and Title: Joseph K. O’Brien, VP, CFO  & Secretary |
|                                 |                             |   |   |
| Borrower Name                        | N/A                              | By: |   |   |
|                                 | Name and Title:                  |   |   |
|                                 |                             |   |
|                                 |                             |   |
|                                 |                             |   |
| Agreed to:                           |                             |   |
|                                 |                             |   |
| U.S. BANK N.A                        |                             |   |
| (Bank)                               |                             |   |
|                                 |                             |   |
| By:                                  | /s/ Kris Miller                  |   |   |   |
|                                 |                             |   |
|                                 | Kris Miller                      |   |   |
| Name and Title: Asst. Vice President |                             |   |
|                                      |                                  |  |  |  |  |  |  |  |  |  |

 

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