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                                                                  EXHIBIT 10(dd)

                        SECOND AMENDMENT TO RESTATED LOAN
                             AND SECURITY AGREEMENT

     This Agreement made this 30th day of April, 2003, by and between M-Tron
Industries. Inc., ("BORROWER"), a Delaware corporation, and First National Bank
of Omaha, a national banking association with principal business offices in
Omaha, Nebraska. ("BANK").

     Whereas, BANK and BORROWER executed a written Restated Loan and Security
Agreement dated August 31, 2001, (the "AGREEMENT"); and

     WHEREAS, THE PARTIES NOW DESIRE TO AMEND THE LOAN AGREEMENT.

     NOW, THEREFORE, IN CONSIDERATION OF THE AGREEMENT, AND THEIR MUTUAL
PROMISES MADE HEREIN, THE PARTIES AGREE AS FOLLOWS:

     Terms which are typed herein as all capitalized words and are not defined
herein shall have the same meanings as when described in the AGREEMENT.

     1.   SECTION I. PARAGRAPH 5.A & B IS HEREBY AMENDED TO READ, EFFECTIVE
          IMMEDIATELY:

          A.   $3,000,000.00 or

          B.   (i)Eighty (80%) of ELIGIBLE ACCOUNTS of the BORROWER, (ii) plus
               fifty percent (50%) of the Inventory of BORROWER at cost;
               provided however, no amount in excess of $1,400,000.00
               attributable to INVENTORY shall be included in Borrowing Base
               Certificate.

     2.   Section I. Paragraph 6 is hereby amended to read, effective
          immediately:

          6.   "BORROWING BASE CERTIFICATE" means a fully completed certificate
               in the form of Exhibit 1.6 to this AGREEMENT certified by the
               chief financial officer of the BORROWER to be correct and
               delivered to, and accepted by, the BANK.

     3.   Section I. Paragraph 18 is hereby amended to read, effective
          immediately:

          18.  "LOAN TERMINATION DATE" means the earliest to occur of the
               following: (i) as to the REVOLVING LOAN April 30, 2004, as to the
               TERM LOAN September 30, 2004, (ii) and the date the OBLIGATIONS
               are accelerated pursuant to this AGREEMENT, and (iii) the date
               BANK receives (a) notice in writing from BORROWER of BORROWER'S
               election to terminate this AGREEMENT and b) indefeasible payment
               in full of the OBLIGATIONS, or such other date or dates as may
               later be agreed to by BANK and BORROWER in a written amendment to
               this AGREEMENT.

     4.   Section n. Paragraph 3 is hereby amended to read, effective
          immediately:

          3.   REVOLVING LOAN. BANK agrees to lend $3,000,000.00 to BORROWER
               pursuant to this facility. BANK will credit proceeds of this
               revolving loan ("REVOLVING LOAN") to BORROWER'S deposit account
               with the BANK, bearing number 26712880.

               A.   Subject to the terms hereof the BANK will lend the BORROWER,
                    from time to time until the LOAN TERMINATION DATE such sums
                    as the BORROWER may request by reasonable same day notice to
                    the BANK, received by the BANK not later than 11:00 A.M. of
                    such day, but which shall not exceed in the aggregate
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                    principal amount at any one time outstanding, $3,000,000.00
                    (the "LOAN COMMITMENT"). The BORROWER may borrow, repay
                    without penalty or premium and reborrow hereunder, from the
                    date of this AGREEMENT until the LOAN TERMINATION DATE
                    either the full amount of the LOAN COMMITMENT or any lesser
                    sum. It is the intention of the parties that the outstanding
                    principal amount of the REVOLVING LOAN shall at no time
                    exceed the amount of the then existing BORROWING BASE and
                    if, at any time, an excess shall for any reasons exist, the
                    full amount of such excess, together with accrued and unpaid
                    interest thereon as herein provided, shall be immediately
                    due and payable in full.

               B.   THE NOTE. The LOAN COMMITMENT shall be evidenced by a NOTE
                    having stated maturity on the LOAN TERMINATION DATE, in the
                    form attached hereto as Exhibit II.3.B. The NOTE shall
                    specify the manner of principal and interest payments and
                    rate of interest accrual.

5.   Section VI. Paragraph 1.G. is hereby added to include subsection 2
     effective immediately:

     2.   A MINIMUM TANGIBLE NET WORTH OF $2,900,000.00.

6.   BORROWER certifies by its execution hereof that all the representations and
     warranties set forth in Section v. of the AGREEMENT are true as of this
     date, and that no EVENT OF DEFAULT under the AGREEMENT, and no event
     which, with the giving of notice or passage of time or both, would become
     such an EVENT OF DEFAULT, has occurred as of this date, except for matters
     disclosed to BANK.

7.   EXCEPT AS AMENDED HEREBY THE PARTIES RATIFY AND CONFIRM AS BINDING UPON
     THEM ALL OF THE TERMS OF THE AGREEMENT.

     IN WITNESS THEREOF, the parties have set their hands on the date first
written above.

FIRST NATIONAL BANK OF OMAHA                      M-TRON INDUSTRIES,INC.

By: /s/ Mark M. Mell                              By: /s/
   --------------------------------                  ---------------------------
Its: Vice President                               Its: Y(Y:.-~