EXHIBIT 10.3

           Amendment to Loan and Security Agreement dated <>


K-Tronik Int'l Corporation
290 Vincent Avenue
Hackensack, New Jersey 07601

Re:  Loan and Security Agreement dated as of September 17,
     1998 (the "Loan Agreement")

Gentlemen:

     This is to confirm our approval of your request for an
increase to $650,000.00 of the maximum amount of  the revolving credit
facility provided for in the Loan Agreement. Accordingly we have agreed
to modify section 2.1(A) and 2.7 of the Loan Agreement to read as
follows:

     2.1  Revolving Advances; Advance Limit.  Upon the request of
Borrower, made at any time or from time to time during the Term and so
long as no Event of Default has occurred and is continuing, BACC may, in
its sole and absolute discretion, make Advances in an amount up to (a)
eighty percent (80%) of the aggregate outstanding amount of Eligible
Accounts, plus (b) the lesser of (1) fifty percent (50%) of the aggregate
value of the Eligible Inventory plus ten percent (10%) of the aggregate
value of the Slow Moving Inventory or (2) initially Two Hundred Fifty
Thousand Dollars ($250,000.00); provided, however, that (a) in no event
shall the aggregate amount of the outstanding Advances be greater than,
at any time, the amount of Six Hundred Fifty Thousand Dollars
($650,000.00) (the Advance Limit) and provided further that (b) the
maximum amount of Advances against Eligible Inventory and Slow Moving
Inventory shall not exceed initially sixty percent (60%) of the total
Advances and which percentage will reduce two percent (2%) per month
commencing on October 1, 1998 and by 2% on the first day of each month
thereafter until the percentage equals thirty six percent (36%) and (c)
the maximum dollar amount of Advances against Eligible Inventory and Slow
Moving Inventory shall decrease by Five Thousand Dollars ($5,000.00) per
month commencing on October 1, 1998 and on the same day of each month
thereafter until the maximum amount is reduced to One Hundred Seventy
Five Thousand Dollars ($175,000).

     2.7  Origination Fee.  In consideration of BACC entering into
this Agreement, Borrower shall pay BACC an origination fee of Five
Thousand Dollars ($5,000.00), which shall be paid simultaneous with the
execution of the Loan Agreement  and thereafter an origination fee of Six
Thousand Five Hundred Dollars ($6,500.00) on each annual anniversary of
the date hereof.

     In consideration of our agreeing to so increase the maximum
amount of the revolving credit facility, you shall pay to us,
contemporaneous with the execution hereof, a facility fee of $1,500.00.

     Our approval shall not constitute a waiver of any Events of
Default, if any so exist, or any future violation of any provisions of
the Loan Agreement or any other Loan Documents.

     By your execution hereof Borrower agrees to pay all costs and
expenses, including reasonable attorneys fees and disbursements,
incurred by BACC in connection with the preparation of this letter
agreement and the other documents created in connection herewith.
Capitalized terms not defined herein but defined in the Loan Agreement
shall have the same meaning ascribed to such terms in the Loan
Agreement.  Your execution shall also act as your representation that
the execution of this letter agreement has been authorized by all
required corporate action, that this letter agreement constitutes the
valid and binding obligation of the Borrower, is enforceable in
accordance with its terms and that no material adverse change in the
financial condition of the Borrower has occurred and the Borrower's
reaffirmation of its grant to BACC of a lien on the Collateral.

     Except as herein set forth, the Loan Agreement and all other
Loan Documents shall remain in full force and effect.  Our agreement as
aforesaid is subject to your written agreement with the terms hereof by
signing and returning a copy hereof where so indicated below along with
the enclosed Modified and Replacement Revolving Credit Master Promissory
Note, and by the written consents of the guarantor and the pledgor where
so indicated below.  This letter may be executed in counterparts.

                                   BUSINESS ALLIANCE CAPITAL CORP.


                                   By:
                                   Name:
                                   Title:

Agreed to:

K-Tronik Int'l Corporation


By:
Name:
Title:

     The undersigned, guarantor of the Liabilities of the Borrower
to BACC, hereby consents to the above letter and agrees that same shall
not affect his Individual Guaranty dated as of June 1, 1998, which
guaranty remains in full force and effect.



                                             Robert Kim


     The undersigned, the pledgor under a Pledge Agreement dated as
of September 16, 1998, pledging certain stock as security for the
Liabilities of the Borrower to BACC, hereby consents to the above letter
and agrees that same shall not affect his Pledge Agreement, which Pledge
Agreement remains in full force and effect.



                                             Gerry Racicot