EXHIBIT 10.10
                             WAIVER AND AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


         THIS  WAIVER  AND  AMENDMENT  TO  LOAN  AND  SECURITY   AGREEMENT  (the
"Agreement"),  dated as of June   ,  2003,  is by and between  GENERAL  ELECTRIC
                               ---
CAPITAL  CORPORATION  (the  "Lender")  and  UNIVERSAL  POWER GROUP,  INC.  f/k/a
UNIVERSAL  BATTERY   CORPORATION  and  COMPUTER   COMPONENTS   CORPORATION  (the
"Borrower").

                                     RECITAL
                                     -------
         A. The Lender and the Borrower  have entered into that certain Loan and
Security  Agreement,  dated  as  of  March  27,  2002,  as  amended  (the  "Loan
Agreement").

         B. Events of Default (as defined in the Loan  Agreement)  have occurred
under the Loan  Agreement  on account  of (i) the  failure  of the  Borrower  to
maintain  the  required  Fixed  Charge  Coverage  Ratio (as  defined in the Loan
Agreement)  for the months  ending  December  31,  2002,  January  31,  2003 and
February 28, 2003 in  accordance  with the terms of Section 1, Schedule G of the
Loan  Agreement  and (ii) the failure of the  Borrower to maintain  the required
Tangible  Net Worth (as defined in the Loan  Agreement)  for the Fiscal  Quarter
ending  December 31, 2002 in accordance  with the terms of Section 2, Schedule G
of the Loan Agreement.

         C. The  Borrower  has  requested  that the Lender  waive such Events of
Default  and make  certain  other  changes  to the Loan  Agreement  as set forth
herein.

         D. The Lender has agreed to waive such  Events of Default and make such
other changes so long as the Loan Agreement is amended as set forth herein.

         NOW, THEREFORE, the parties hereto agree as follows:

            1. The Lender hereby waives the Events of Default  caused by (i) the
failure of the Borrower to maintain the required Fixed Charge Coverage Ratio for
the months ending  December 31, 2002,  January 31, 2003 and February 28, 2003 in
accordance  with the terms of Section 1,  Schedule G of the Loan  Agreement  and
(ii) the failure of the Borrower to maintain the required Tangible Net Worth (as
defined in the Loan  Agreement) for the Fiscal Quarter ending  December 31, 2002
in accordance with the terms of Section 2, Schedule G of the Loan Agreement. The
foregoing  waiver  is  only  applicable  for  the  specific  Events  of  Default
referenced above. The Borrower is required to be in compliance with Section 1 of
Schedule G of the Loan  Agreement  for the month  ending  March 31, 2003 and for
each month ending  thereafter and in compliance  with Section 2 of Schedule G of
the Loan  Agreement  for the Fiscal  Quarter  ending March 31, 2003 and for each
Fiscal Quarter ending thereafter.

            2. The last  paragraph of the  definition of "Eligible  Accounts" in
Schedule A of the Loan  Agreement  (which was added by Section 3 of that certain
Waiver and  Amendment  to Loan and  Security  Agreement  dated July 31, 2002) is
amended in its entirety so that such paragraph now reads as follows:


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               Notwithstanding   anything  to  the  contrary  contained  herein,
            "Eligible  Accounts"  shall not  include  Accounts  of Brink's  Home
            Security,  Inc.  ("Brink's") to the extent that (i) the total unpaid
            Accounts of Brink's exceed the lesser of 40% of the aggregate of all
            Accounts (with such 40% to be reduced to 25% automatically  upon the
            reduction by S&P or Moody's of the senior  unsecured  debt rating of
            Brinks Company to a rating below investment  grade) or $2,000,000 or
            (ii) more than 10% of the total unpaid  Accounts of Brink's are past
            due for more than 60 days.

            3. Subsection  (b) (i)  of the  definition  of  "Borrowing  Base" is
amended  by  replacing  the  reference  to  "$3,000,000"  with  a  reference  to
"$3,500,000."

            4. Subsection  (ii) of  the  definition  of "Fixed  Charge  Coverage
Ratio" is amended in its entirety so that such subsection now reads as follows:

               (ii) cash taxes paid during such period,

            5. Section 4 in  Schedule G of the Loan  Agreement is amended in its
entirety so that such Section now reads as follows:
               4.  Net  Borrowing  Availability.  Borrower  shall  maintain  Net
            Borrowing Availability of at least $250,000 at all times.

            6. All  references  in the Loan  Agreement to  "Computer  Components
Corporation"  shall refer to "Universal Power Group, Inc." and the Lender hereby
consents to such change.

            7. Except as modified hereby, all of the terms and provisions of the
Loan Agreement remain in full force and effect.

            8. This  Agreement  may be executed  in any number of  counterparts,
each of which when so executed and delivered shall be deemed an original, and it
shall not be necessary  in making proof of this  Agreement to produce or account
for more than one counterpart.

            9. This Agreement shall be a "Loan Document" (as defined in the Loan
Agreement)  and shall be subject to all of the terms,  provisions and conditions
of the Loan  Agreement  including the terms and  provisions of Sections 9.10 and
9.11 of the Loan Agreement.

            10. All references  to  the  term  "Agreement"  in  each of the Loan
Documents (as defined in the Loan  Agreement)  shall refer to the Loan Agreement
as  amended  by  this   Agreement.   All  references  to  "Computer   Components
Corporation"  in each of the Loan  Documents  shall  refer to  "Universal  Power
Group, Inc."

            11. The Borrower  will  execute  such  additional  documents  as are
reasonably  requested by the Lender to reflect the terms and  conditions of this
Agreement and will cause to be delivered such  certificates,  legal opinions and
other  documents as are  reasonably  required by the Lender.  In  addition,  the
Borrower  will pay all costs and expenses in  connection  with the  preparation,
execution  and  delivery  of the  documents  executed  in  connection  with this



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transaction,   including,   without   limitation,   the   reasonable   fees  and
out-of-pocket  expenses of special  counsel to the Lender as well as any and all
filing and recording fees and stamp and other taxes with respect  thereto and to
save the Lender harmless from any and all such costs, expenses and liabilities.

            12. The  Borrower  shall  pay  Lender a fee of  $30,000  on the date
hereof.  The Borrower shall also pay on the date hereof all reasonable  fees and
expenses of the Lender's external counsel.

            13. The Borrower acknowledges and agrees that it is obligated to pay
the "Obligations" (as defined in the Loan Agreement) without setoff,  defense or
counterclaim.


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed  by their duly  authorized  corporate  officers  as of the day and year
first above written.

            UNIVERSAL POWER GROUP, INC. f/k/a UNIVERSAL  BATTERY  CORPORATION
            and COMPUTER COMPONENTS CORPORATION


                              By:
                                 ---------------------------------------
                              Name:
                                   -------------------------------------
                              Title:
                                   -------------------------------------


                              GENERAL ELECTRIC CAPITAL
                              CORPORATION

                              By:
                                 ---------------------------------------
                              Name:
                                   -------------------------------------
                              Title:
                                    ------------------------------------
































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                                 ACKNOWLEDGMENT

         The undersigned hereby acknowledges as of the     day of June, 2003 the
                                                      -----
execution by Universal Power Group, Inc. f/k/a Universal Battery Corporation and
Computer  Components  Corporation  (the  "Borrower") of the foregoing Waiver and
Amendment to Loan of Security  Agreement (the  "Agreement")  and agrees that the
obligations of the  undersigned  under that certain  Guarantee dated as of March
27,  2002  executed  by the  undersigned  in favor of General  Electric  Capital
Corporation  (the  "Guarantee")  remains in full force and effect and that there
are no set-offs,  defenses or  counterclaims  available to the undersigned  with
respect to the performance of such obligations.  All references in the Guarantee
to "Tech Electro Industries, Inc." shall refer to Zunicom, Inc."

                       ZUNICOM, INC. f/k/a TECH ELECTRO INDUSTRIES, INC.


                       By:
                          ------------------------------
                       Name:
                            ----------------------------
                       Title:
                             ---------------------------


































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