Exhibit 10.6

                                                Private Client Group

Merrill Lynch

                                        March 4,2004

                                                Merrill  Lynch  Business
                                                Financial Services Inc.
                                                222 North LaSalle Street
                                                17th Floor
                                                Chicago, Illinois 80601
                                                (312) 499-3234
                                                FAX: (312) 499-3256





Atlas Technologies, Inc. 201 South Alloy Drive Fenton, MI 48430-1797


      Re: Temporary WCMA Line of Credit Increase



Mr. Bhalla,

This Letter Agreement will serve to confirm certain  agreements of Merrill Lynch
Business  Financial  Services  Inc.  ("MLBFS')  and  Atlas  Technologies,   Inc.
("Customer') with respect to: (1) that certain WCMA LOAN AND SECURITY  AGREEMENT
NO. 885-07D32 between MLBFS and Customer  (including any previous amendments and
extensions thereof), and (ii) all other agreements between MLBFS and Customer or
any party who has guaranteed or provided  collateral for Customer's  obligations
to MLBFS (a  "Guarantor")  in  connection  therewith  (collectively,  the  "Loan
Documents"). Capitalized terms used herein and not defined herein shall have the
meaning set forth in the Loan Documents.

Subject to the terms hereof,  effective as of the  "Effective  Date" (as defined
below), the Loan Documents are hereby amended as follows:

(a) The term "Maximum WCMA Line of Credit" shall mean, for the time frame of the
Effective  Date through and  including  sixtieth (60) calendar day following the
Effective  Date (the  "Reduction  Date"),  an amount equal to the lesser of: (A)
$4,725,000.00,  or (B) the amount equal to sum of (i) 80% of Customer's Accounts
and Chattel Paper, as shown on its regular books and records (excluding Accounts
over 90 days old,  Accounts directly or indirectly due from any person or entity
not domiciled in the United States or from any shareholder,  officer or employee
of Customer or any  affiliated  entity),  plus the sum of (i) 50% of  Customer's
Inventory   as  shown  on  its  regular   books  and  records   (excluding   all
work-In-process inventory), and (ii) the lesser of (y) 80% of Customers Eligible
Foreign  Accounts (as defined below),  as shown on its regular books and records
or (z) $750,000.00.

(b) As of the first  Business Day following the Reduction  Date and at all times
thereafter, the term "Maximum WCMA Line of Credit" shall mean an amount equal to
the lesser of. (A)  $4,000,000.00  or (B) the amount equal to the sum of (i) 80%
of  Customers  Accounts  and Chattel  Paper,  as shown on its regular  books and
records  (excluding  Accounts over 90 days old,  Accounts directly or indirectly
due from any person or entity  not  domiciled  in the United  States or from any
shareholder, officer or employee of Customer or any affiliated entity), plus the
sum of (i) 50% of Customer's Inventory as shown on its regular books and records
(excluding  all  work-in-process  inventory),  and (ii) the lesser of (y) 80% of
Customer's Eligible Foreign Accounts,  as shown on its regular books and records
or (z)  $750,000.00.  PRIOR TO THE  CLOSE OF  BUSINESS  ON THE  REDUCTION  DATE,
CUSTOMER SHALL, WITHOUT DEMAND, INVOICING OR THE REQUEST OF MLBFS,

<PAGE>

                                 Merrill  Lynch Business Financial Services Inc.

Atlas Technologies, Inc.
March 4, 2004
Page No. 2

MAKE SUFFICIENT  PAYMENTS ON ACCOUNT OF THE WCMA LOAN BALANCE TO ASSURE THAT THE
WCMA LOAN  BALANCE  WILL NOT AT ANY TIME EXCEED THE MAXIMUM WCMA LINE OF CREDIT,
AS REDUCED PURSUANT TO THIS SECTION.

(b) The term  'Interest  Rate' shall mean a variable  per annum rate of interest
which shall for the time frame of the  Effective  Date through and including the
Reduction Date be equal to the sum of 3.35% plus One-Month  LIBOR; as of the day
immediately  following the Reduction Date, the term 'Interest Rate" shall mean a
variable  per annum rate of  interest  equal to the sum of 2.85% plus  One-Month
LIBOR.  For purposes  hereof,  the term 'One-Month  LIBOR' shall mean, as of the
date of any determination, the interest rate then most recently published in the
'Money  Rates"  section  of The Wall  Street  Journal  as the  one-month  London
Interbank  Offered  Rate  The  Interest  Rate  will  change  as of the  date  of
publication  in The Wall Sheet  Journal of a One-Month  LIBOR that is  different
from that  published  on the  preceding  Business  Day, if more than one rate is
published,  then the  highest of such  rates.  In the event that The Wall Street
Journal  shall,  for any reason,  fail or cease to publish the One-Month  LIBOR,
MLBFS will choose a  reasonably  comparable  index or source to use as the basis
for the Interest Rate.

(c) The term "Eligible  Foreign  Accounts" shall mean those Accounts of Customer
that are directly or  indirectly  due from any person or entity not domiciled in
the United  States and that meet each of the  following  requirements:  (A) each
such Account must be  acceptable  to MLBFS in its sole and absolute  discretion;
(B) each such Account must be credit  enhanced by a letter of credit in form and
substance  acceptable  to MLBFS in its sole  and  absolute  discretion  and such
letter of credit shall be issued by or from a United  States bank  acceptable to
MLBFS in its sole discretion (each, an "L.C."); (C) Customer shall have pledged,
assigned,  transferred  and set  over to  MLBFS,  and  granted  to MLBFS a first
priority lien and security  interest on the  Letter-of  Credit Rights under each
such L.C. and all proceeds  thereof,  and such  assignment  shall be In form and
substance acceptable to MLBFS in its sole and absolute discretion;  (D) for each
such Account,  MLBFS shall have received  evidence  satisfactory to it as to (1)
Customer's  ownership  thereof,  (2) the L.C., the Letter of-Credit Rights under
such L.C. issued as a credit enhancement  therefor and all proceeds thereof, and
(3) the perfection and priority of MLBFS' liens and security  interest  thereon;
and  (E)  for  each  such   Account,   MLBFS  shall  have   received  a  written
acknowledgement  and  agreement by each United States bank issuing the L.C. as a
credit enhancement therefor, in form and substance  satisfactory to MLBFS in its
sole  discretion,  wherein  such  United  States  bank shall at the  minimum (1)
acknowledge  MLBFS' lien and security  interest on the  Letter-of-Credit  Rights
under such L.C. and the proceeds thereof, and (2) agree to pay all such proceeds
directly to MLBFS.

(d) In connection with said temporary  increase,  Customer agrees to pay MLBFS a
fee of $9,062.00.  Customer  hereby  authorizes  and directs MLBFS to charge the
said fee to WCMA Account No. 885-07D32

(e) Within 45 days after the close of each fiscal  quarter of Customer a copy of
the interim  compiled  financial  statements of Customer for such fiscal quarter
(including  in  reasonable  detail both a balance  sheet as of the close of such
fiscal  period  and  statement  of  profit  and loss for the  applicable  fiscal
period).

(f) Customer shall not cause or permit to cause any materially  negative  change
in its  relationship  with,  or sales  to,  General  Motors  and the Ford  Motor
Company.

<PAGE>

                                 Merrill Lynch Business Financial Services, Inc.

Atlas Technologies, Inc.
March 4, 2004
Page No. 3


Except as expressly  amended  hereby,  the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.

By their execution of this Letter Agreement,  the below-named  Guarantors hereby
consent to the foregoing  modifications to the Loan Documents,  and hereby agree
that the  "Obligations"  under their  respective  Unconditional  Guaranty and/or
agreements  providing  collateral shall extend to and include the Obligations of
Customer under the Loan Documents, as amended hereby.

Customer  and said  Guarantors  acknowledge,  warrant  and  agree,  as a primary
inducement to MLBFS to enter into this Agreement,  that: (a) no Default or Event
of Default has occurred and is continuing under the Loan Documents;  (b) each of
the  warranties of Customer in the Loan Documents are true and correct as of the
date  hereof  and shall be  deemed  remade as of the date  hereof;  (c)  neither
Customer nor any of said  Guarantors  have any claim against MLBFS or any of its
affiliates  arising out of or in connection with the Loan Documents or any other
matter whatsoever;  and (d) neither Customer nor any of said Guarantors have any
defense to payment of any amounts owing,  or any right of  counterclaim  for any
reason under, the Loan Documents.

The obligations of MLBFS under this Letter  Agreement are subject to its receipt
(where applicable) and satisfaction with the following:

     (1)  Receipt and satisfactory  review of the Customers most recent accounts
          receivable aging;

     (2)  Receipt of parent organization, Productivity Technologies Corp. latest
          100 or confirmation of the filing date if not yet filed; and

     (3)  Proof of termination of all UCC financing  statements between Customer
          and Tom Lee and Customer and Bank One.

Provided  that no Event of  Default,  or event  which with the giving of notice,
passage of time, or both, would constitute an Event of Default,  shall then have
occurred and be continuing  under the terms of the Loan  Documents,  and each of
the  conditions  specified  above shall have been met to our  satisfaction,  the
amendments and agreements in this Letter  Agreement will become effective on the
date (the  "Effective  Date' upon which:  (a) Customer and the Guarantors  shall
have executed and returned the duplicate copy of this Letter Agreement  enclosed
herewith;  and (b) an officer of MLBFS shall have  reviewed  and  approved  this
Letter Agreement as being consistent in all respects with the original  internal
authorization hereof.

Notwithstanding the foregoing, if Customer and the Guarantors do not execute and
return the duplicate copy of this Letter  Agreement  within 7 days from the date
hereof,  or if for any other  reason  (other  than the sole  fault of MLBFS) the
Effective  Date  shall not occur  within  said  7-day  period,  then all of said
amendments and agreements will, at the sole option of MLBFS, be void.

<PAGE>



                                  Merrill Lynch Business Financial Services Inc.


Atlas Technologies, Inc.
March 4, 2004
Page No. 4



          Very truly yours,
          Merrill Lynch Business Financial Services Inc.
          By:
             ----------------------------------------
             Matthew T. Pfeifer
             Senior Credit Manager


         Accepted

         Atlas Technologies, Inc.


         By:

         Title:

         Approved

         Productivity Technologies Corp.

         By:

         Title: