Exhibit 10.2


 


CHANGE IN TERMS AGREEMENT


 


	Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
	$15,000,000.00	11-27-2019	07-05-2021	155354101	 	600714	7001	 


 


References in the boxes above are for
Lender's use only and do not limit the applicability of this document to any particular loan or item.


 


Any item above containing "***"
has been omitted due to text length limitations.


 


	Borrower:	
        Bisco Industries, Inc.

        1500 North Lakeview Loop

        Anaheim, CA 92807
	Lender:	
        Citizens Business Bank

        Plaza Business Financial Center

        77 Plaza Square

        Orange, CA 92866



 


	Principal Amount:  $15,000,000.00	Date of Agreement:  November 27, 2019


 


DESCRIPTION OF EXISTING INDEBTEDNESS.
Promissory Note dated July 14, 2016 in the amount of $10,000,000.00, as amended.


 


DESCRIPTION OF CHANGE IN TERMS.


 


1. Effective November 27, 2019, NOTICE:
Under no circumstances will the interest rate on this loan be less than 3.500% per annum or more than the maximum rate allowed
by applicable law.


 


2. The paragraph entitled “INTEREST
RATE OPTIONS” is hereby deleted in its entirety.


 


3. The principal loan amount is hereby
increased to $15,000,000.00.


 


4. The paragraph entitled "LINE
OF CREDIT" is hereby revised as follows:


 


LINE OF CREDIT. This Note evidences
a revolving line of credit. Advances under this Note may be requested either orally or in writing by Borrower or as provided in
this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing. All communications, instructions,
or directions by telephone or otherwise to Lender are to be directed to Lender’s office shown above. The following person
or persons are authorized to request advances and authorize payments under the line of credit until Lender received from Borrower,
at Lender’s address shown above, written notice of revocation of such authority: Glen F. Ceiley, Pres/CEO/CFO/Sec of Bisco
Industries, Inc.; Don Wagner, President /COO of Bisco Industries, Inc.; and Michael Narikawa, Controller & CFE of Bisco Industries,
Inc. HOWEVER, either authorized signer may request an advance together or individually. Borrower agrees to be liable for
all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower’s
accounts with Lender. The unpaid principal owing on this Note at any time may be evidenced by endorsements on this Note or by Lender’s
internal records, including daily computer print-outs.


 


CONTINUING VALIDITY. Except
as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced
or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive
Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing
in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by
Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If
any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that
this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes
and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension,
modification or release, but also to all such subsequent actions.


 


COUNTERPARTS. This document
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 agreement.


 


 


PRIOR TO SIGNING THIS AGREEMENT,
BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF THE AGREEMENT.


 


BORROWER:


 


 


	BISCO INDUSTRIES, INC.	 
	 	 	 	 
	By:	 	/S/
    GLEN F. CEILEY	 
	 	 	Glen F. Ceiley,	 
	 	 	Pres/CEO/CFO/Sec
    of Bisco Industries, Inc.	 
	 	 	 	 
	 	 	 	 
	LENDER:	 
	 	 	 	 
	 	 	 	 
	CITIZENS BUSINESS BANK	 
	 	 	 	 
	By: 	 	/S/	 
	 	 	Authorized Officer