THIRD
AMENDMENT


TO


LOAN AND
SECURITY AGREEMENT




This
Third Amendment to Loan & Security Agreement is entered into as of February
15, 2011, (the “Amendment”) by and between PENINSULA BANK BUSINESS FUNDING, a
division of THE PRIVATE BANK OF THE PENINSULA (“Bank”) and OPTEX SYSTEMS, INC.
(“Borrower”)




RECITALS




Borrower
and Bank are parties to that certain Loan & Security Agreement dated as of
March 4, 2010 as amended from time to time including that certain First
Amendment to Loan & Security Agreement dated as of August 3, 2010 and that
certain Second Amendment to Loan & Security Agreement dated as of November
29, 2010 (collectively the “Agreement”). The parties desire to amend the
Agreement in accordance with the terms of this Amendment.




NOW
THEREFORE, the parties agree as follows:




1.
            “Revolving Line”means a
      credit extension of up to One Million
  ($1,000,000).




2.
            “Revolving Maturity Date”means April 15, 2011.




3.
            Section
      2.3(a) (ii)Minimum Interestis
      amended to read as follows:




Irrespective
of the amount of Advances outstanding from time to time, Borrower shall pay Bank
a minimum interest payment of not less than Eight Thousand Five Hundred ($8,500)
per quarter (the “Minimum Interest Payment”)




4.            Section6.8 EBITDAis deleted in its
entirety




5.            Unless
otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Agreement. The Agreement, as amended hereby, shall remain in full
force and effect in accordance with its terms. Except as expressly set forth
herein, the execution, delivery, and performance of this Amendment shall not
operate as a waiver of, or as an amendment of, any right, power, or remedy of
Bank under the Agreement, as in effect prior to the date hereof, or the Security
Agreement.




6.   
        This Amendment may be executed
in any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original,
and all of which, when taken together, shall constitute but one and the same
Amendment. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof. Notwithstanding the
foregoing, Borrower shall deliver all original signed documents requested by
Bank no later than ten (10) Business Days following the date of this
Amendment.




7.         
   As a condition to the effectiveness of this Amendment, Bank
shall have received, in form and substance satisfactory to Bank, the
following:




(a)        this
Amendment, duly executed by Borrower.




(b)        such
other documents and completion of such other matters, as Bank may reasonably
deem necessary or appropriate.







IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.




OPTEX
      SYSTEMS, lNC.By:
                      Karen
      Lea HawkinsTitle:
                      VP
      Finance / ControllerPENINSULA
      BANK BUSINESS FUNDING, A DIVISION
                        OF
      THE PRIVATE BANK OF THE PENINSULABy:Title: