917252.5





                              AMENDED AND RESTATED

                                 LOAN AGREEMENT

                                      among

                              BANK OF AMERICA, N.A.
  formerly NationsBank, N.A., formerly The Boatmen's National Bank of St. Louis

                                   as "Lender"

                                       and

                                 LABARGE, INC.,
                               LABARGE/STC, INC.,
                             LABARGE WIRELESS, INC.,
                                       and
                                LABARGE OCS, INC.

                                  as "Borrower"














                           Effective February 1, 2002

                              AMENDED AND RESTATED
                                 LOAN AGREEMENT


     This agreement (this "Agreement") is executed as of February 1, 2002, among
LABARGE, INC., LABARGE/STC, INC., LABARGE WIRELESS, INC., and LABARGE OCS, INC.,
as  Borrowers and BANK OF AMERICA, N.A., as Lender, and amends and restates  the
Loan Agreement effective June 25, 1996, as amended to the Effective Date hereof,
among Borrowers and Lender (the "Original Loan Agreement").

In   consideration  of  the  mutual  agreements  herein  and  other   sufficient
consideration, the receipt of which is hereby acknowledged, Borrower and  Lender
amend and restate the Original Loan Agreement to read entirely as follows:

1.   Effective Date.

This Agreement is effective February 1, 2002.

2.   Definitions and Rules of Construction.

     2.1. Listed Definitions.

     Capitalized  terms  defined  in the Glossary and  Index  of  Defined  Terms
     attached  hereto  as Exhibit 2.1 shall have such defined meanings  wherever
     used in this Agreement and the other Loan Documents.

     2.2. Other Definitions.

     If a capitalized term used in this Agreement is not defined in the Glossary
     and Index of Defined Terms, it shall have such meaning as defined elsewhere
     herein, or if not defined elsewhere herein, the meaning defined in the UCC.

     2.3. References to Covered Persons.

     The words "Covered Person", "a Covered Person", "any Covered Person", "each
     Covered  Person" and "every Covered Person" refer to Borrower and  each  of
     its Subsidiaries separately.  The words "Covered Persons" refer to Borrower
     and its Subsidiaries collectively.

     2.4. References to Borrower.

     The  word  "Borrower" refers to LaBarge, Inc., LaBarge/STC,  Inc.,  LaBarge
     Wireless,  Inc.,  and LaBarge OCS, Inc., both separately and  collectively,
     and  their  Obligations and liabilities under the Loan Documents are  joint
     and several.

     2.5. Accounting Terms.

     Unless the context otherwise requires, accounting terms herein that are not
     defined  herein shall be calculated under GAAP.  All financial measurements
     contemplated  hereunder respecting "Borrower" shall be made and  calculated
     for  Borrower  and  all of its Subsidiaries (including LaBarge  Properties,
     Inc.), unless otherwise expressly provided herein, on a consolidated  basis
     in accordance with GAAP.

     2.6. "Satisfactory".

     Wherever  herein  a  document or matter is required to be  satisfactory  to
     Lender,   unless   expressly  stated  otherwise  such  document   must   be
     satisfactory  to  Lender in both form and substance, and  unless  expressly
     stated  otherwise, Lender shall have the absolute discretion  to  determine
     whether the document or matter is satisfactory.

     2.7. Computation of Time Periods.

     In  the  computation of periods of time from a specified date  to  a  later
     specified  date,  the word "from" shall mean "from and including"  and  the
     words "to" and "until" shall each mean "to but excluding."  Periods of days
     referred  to  in  this Agreement shall be counted in calendar  days  unless
     Business Days are expressly prescribed, and references in this Agreement to
     months  and  years  shall be to calendar months and calendar  years  unless
     otherwise specified.

     2.8. General.

     Unless  the  context  of  this Agreement clearly requires  otherwise:   (i)
     references  to  the  plural  include the  singular  and  vice  versa;  (ii)
     references  to  any  Person include such Person's successors  and  assigns,
     whether  pursuant  to  a  Permitted  Acquisition  or  otherwise,  but,   if
     applicable,  only  if  such successors and assigns are  permitted  by  this
     Agreement;  (iii)  references  to  one gender  include  all  genders;  (iv)
     "including" is not limiting; (v) "or" has the inclusive meaning represented
     by  the  phrase  "and/or";  (vi)  the words "hereof",  "herein",  "hereby",
     "hereunder" and similar terms in this Agreement refer to this Agreement  as
     a  whole,  including its Exhibits, and not to any particular  provision  of
     this Agreement; (vii) the word Section or Section and Page or page refer to
     a  Section  or  page, respectively, and the word "Exhibit "  refers  to  an
     Exhibit  to  this  Agreement unless it expressly refers to something  else;
     (viii)  reference to any agreement (including this Agreement), document  or
     instrument  means  such  agreement, document or instrument  as  amended  or
     modified  and  in  effect from time to time in accordance  with  the  terms
     thereof and, if applicable, the terms hereof; and (ix) general and specific
     references  to  any  Law means such Law as amended, modified,  codified  or
     reenacted,  in  whole  or  in  part, and  in  effect  from  time  to  time.
     Section  captions  and the Table of Contents are for convenience  only  and
     shall  not  affect the interpretation or construction of this Agreement  or
     the other Loan Documents.

3.   Lender's Commitments.

     3.1. Revolving Commitments.

          3.1.1.    Revolving Advances.

          Subject  to  the  limitations in Section 3.1.2 and  elsewhere  herein,
          Lender  commits  to  make available from the  Effective  Date  to  the
          Maturity  Date,  a revolving credit facility of $15,000,000,  or  such
          lesser  Dollar  amount to which it may have been changed  as  provided
          herein,  available as Revolving Advances made from  time  to  time  as
          provided  herein.   Subject to the limitations in  Section  3.1.2  and
          elsewhere herein, payments and prepayments that are applied to  reduce
          the  Revolving  Loans  may  be reborrowed.  Borrower  may  reduce  the
          Revolving Commitment in whole multiples of $1,000,000 at any time  and
          from  time  to  time,  but only if (i) Borrower gives  Lender  written
          notice  of  Borrower's intention to make such reduction at  least  one
          Business  Day prior to the effective date of the reduction,  and  (ii)
          Borrower  makes on the effective date of the reduction any payment  on
          the Revolving Loans required under Section 7.3 as a consequence of the
          reduction.   Any such reduction of the Revolving Commitment  shall  be
          permanent.

          3.1.2.    Limitation on Revolving Advances.

          No  Revolving Advance will be made which would result in the Revolving
          Loans  exceeding the Maximum Available Amount and no Revolving Advance
          will  be made on or after the Maturity Date.  Lender may, however,  in
          its absolute discretion make Revolving Advances which would result  in
          the  Revolving Loans exceeding the Maximum Available Amount, but shall
          not  be  deemed  by  doing so to have increased the Maximum  Available
          Amount  and shall not be obligated to make any such Revolving Advances
          thereafter.   At  any  time  after an Event  of  Default  occurs,  the
          Revolving  Commitment may be canceled as provided in  Section  17.2.1.
          The  "Maximum Available Amount" shall be a Dollar amount equal to  (A)
          the  lesser  of:  (i) the Borrowing Base; or (ii) the  amount  of  the
          Revolving  Commitment minus (B) the Letter of Credit Exposure  (except
          to  the extent that such Revolving Advance will be used immediately to
          reimburse Lender for unreimbursed draws on a Letter of Credit.

          3.1.3.    Revolving Note.

          The obligation of Borrowers to repay Lender's Revolving Loans shall be
          evidenced by one promissory note payable to the order of Lender  in  a
          maximum  principal  amount  equal  to  its  Revolving  Commitment  and
          otherwise satisfactory to Lender.

          3.1.4.    Borrowing Base.

          The  "Borrowing Base" on any date for any Revolving Advance  shall  be
          the sum of:

                3.1.4.1.

                85%  of  the  total  outstanding principal balance  of  Eligible
                Accounts  as  of  the  close of business on  such  date,  or  as
                certified  in  the  Borrowing  Base  Certificate  most  recently
                furnished  to Lender as required in Section 14.14, whichever  is
                less; plus

                3.1.4.2.

                An  amount  equal  to the sum of (i) 50% of  the  value  of  all
                Eligible Inventory that is finished goods, and (ii) 30%  of  the
                value  of all Eligible Inventory that is raw materials or  work-
                in-process  at  the  close  of business  on  such  date,  or  as
                certified  in  the  Borrowing  Base  Certificate  most  recently
                furnished  to Lender as required in Section 14.14, whichever  is
                less.

          For  purposes of calculating the Borrowing Base: (i) all Inventory  of
          Borrower shall be valued at the lower of cost or market on a first-in-
          first-out  basis;   (ii)  raw materials and work-in-process  shall  be
          deemed to be equal to total Eligible Inventory less unapplied progress
          payments  and inventory reserves as regularly maintained by  Borrower;
          and  (iii) finished goods shall be deemed to be equal to the estimated
          cost of Borrower's unbilled jobs.

          3.1.5.    Eligible Accounts.

          "Eligible  Accounts"  include  all  Accounts  of  Borrower;  provided,
          however,  that the following classes of Accounts will not be  Eligible
          Accounts, unless approved in writing by Lender in each case:  (i)  any
          Account  with  respect  to which Lender does  not  have  a  valid  and
          enforceable,  first  priority, perfected Security Interest;  (ii)  any
          Account which remains unpaid as of 90 days after the original date  of
          the  applicable invoice; (iii) any Account of a single Account  Debtor
          if  25%  or  more of the balances due on all Accounts of such  Account
          Debtor are ineligible under clause (i) or (ii); (iv) any Account  with
          respect to which the Account Debtor is (a) an Affiliate or employee of
          Borrower  or  (b)  a  supplier,  creditor,  sales  representative   or
          distributor of Borrower; provided, however that such Account shall  be
          ineligible only to the extent of any payable due and owing by Borrower
          in  favor  of  such Account Debtor; (v) any Account as  to  which  the
          perfection  of lender's Security Interest is governed by any  federal,
          state  or local statutory requirements other than those of the UCC  or
          the  Claims  Act; (vii) any Account with respect to which the  Account
          Debtor  is  the  United States of America or any  department,  agency,
          public  corporation or other instrumentality thereof,  unless  filings
          and  acknowledgements in accordance with the Claims Act and any  other
          steps  necessary  to  perfect  Lender's Security  Interest  have  been
          complied  with  to  Lender's satisfaction;  (viii)  any  Account  with
          respect to which the Account Debtor is not organized under the laws of
          the  United States or Canada and does not maintain its chief executive
          office within either the United States or Canada and any Account  with
          respect  to which the Account Debtor is the government of any  foreign
          country or any municipality or other political subdivision thereof, or
          any  department,  agency, public corporation or other  instrumentality
          thereof,  unless either (a) the creditor with respect to such  Account
          and  Lender are beneficiaries of a letter of credit in the  amount  of
          such  Account  that  secures such Account  Debtor's  payment  on  such
          Account  and is in form and substance satisfactory to Lender  and  has
          been  issued  by a bank satisfactory to Lender and, if so required  by
          Lender,  confirmed  by  a bank satisfactory  to  Lender,  or  (b)  the
          creditor with respect to such Account has obtained for the benefit  of
          Lender  F.C.I.A. insurance insuring such Account Debtor's  payment  of
          such Account; (ix) any Account with respect to goods or services whose
          delivery  or  performance has been rejected by the Account  Debtor  or
          whose  earlier acceptance has been revoked; (x) any Account, the goods
          giving  rise  to  which  have not been shipped and  delivered  to  and
          accepted  by the Account Debtor or the services giving rise  to  which
          have not been performed by Borrower, (xi) any Account arising from the
          delivery of goods or performance of services for which an invoice  has
          not  been  sent  to  the Account Debtor within five  days  after  such
          delivery or performance; (xii) any Account owing by an Account  Debtor
          that  is the subject of a bankruptcy or similar insolvency proceeding,
          has  made an assignment for the benefit of creditors, has acknowledged
          that  it  is  unable to pay its debts as they mature, or whose  assets
          have  been  transferred to a receiver or trustee, or  who  has  ceased
          business as a going concern or, if an individual, who is dead  or  has
          been  judicially declared incompetent; (xiii) any Account with respect
          to  which  the  Account  Debtor's obligation to  pay  the  Account  is
          conditional upon the Account Debtor's approval or is otherwise subject
          to any repurchase obligation or return right, as with sales made on  a
          bill-and-hold,  guarantied  sale, sale-and-return,  sale  on  approval
          (except  with  respect to Accounts in connection  with  which  Account
          Debtors  are entitled to return Inventory solely on the basis  of  the
          quality  of such Inventory) or consignment basis or, to the extent  of
          any  dilution  resulting  therefrom,  Accounts  arising  from  a  sale
          involving  any  cash  discount other than cash  discounts  offered  by
          Borrower  in  the ordinary course of business, contra-account,  credit
          memorandum  or  other similar factor; (xiv) any Account  owing  by  an
          Account  Debtor  that has disputed liability or made  any  claim  with
          respect to any other Account due from such Account Debtor, or that has
          any  right  of  setoff against such Account, or to which  Borrower  is
          indebted  in  any  way, but only to the extent of  such  indebtedness,
          setoff,  dispute  or claim; (xv) any Account subject to  a  chargeback
          from  a  volume discount or an advertising discount, but only  to  the
          extent of such chargeback or discount; (xvi) any Account owing  by  an
          Account  Debtor whose Indebtedness to Borrower exceeds a credit  limit
          satisfactory to Lender; (xvii) any Account of an Account  Debtor  with
          respect to particular goods still in the possession of the creditor on
          the  Account  or  included in Inventory of such creditor  and  against
          which the Account Debtor has filed a financing statement under the UCC
          or  has  obtained  or purported to have obtained a Security  Interest;
          (xiii)  any  Account with respect to which the delivery  of  goods  or
          performance  of  services is bonded; (xix) any  Account  as  to  which
          Lender does not have the right or ability to obtain direct payment  to
          Lender;   (xx)  any  Account  with  respect  to  which  any   of   the
          representations, warranties, covenants and agreements contained in any
          of  the  Loan  Documents are not or have ceased  to  be  complete  and
          correct  or  have  been breached; (xxi) any Account  with  respect  to
          which,  in  whole  or  in part, a check or other  instrument  for  the
          payment of money has been received, presented for payment and returned
          uncollected  for  any reason; (xxii) any Account  which  represents  a
          progress  billing or as to which Borrower has extended  the  time  for
          payment  without the consent of Lender (for purposes hereof, "progress
          billing"  being  any  invoice for goods sold  or  leased  or  services
          rendered  under a contract or agreement pursuant to which the  Account
          Debtor's obligation to pay such invoice is conditioned upon Borrower's
          completion   of  any  further  performance  under  the   contract   or
          agreement);  (xxiii) any Account which is evidenced  by  a  promissory
          note or other instrument or by chattel paper or which has been reduced
          to judgment; (xxiv) any Account which arises out of a sale not made in
          the  ordinary  course of Borrower's business; and  (xxv)  any  Account
          which  is not invoiced (and dated as of the date of such invoice)  and
          sent  to  the  Account  Debtor within 5 days  after  delivery  of  the
          underlying goods to or performance of the underlying services for such
          Account Debtor.

          3.1.6.    Eligible Inventory.

          "Eligible Inventory" includes all Inventory, except Inventory (i) that
          is  obsolete, not in good condition, or not either currently usable or
          currently saleable in the ordinary course of Borrower's business; (ii)
          that  is  not  subject  to  a valid and enforceable,  first  priority,
          perfected  Security Interest in favor of Lender; (iii) that is  stored
          at  a  location  other  than the locations listed  in  the  Disclosure
          Statement,  unless approved by Lender in writing;  (iv)  that  is  not
          satisfactory  to  Lender  because of  its  age,  condition,  type,  or
          quantity,  (v)  to  which Borrower does not have lawful  and  absolute
          title,  (vi)  to which Borrower does not have the full and unqualified
          right  to  assign and grant a Security Interest to Lender as  security
          for  the  Loan  Obligations, (vii) which is subject  to  any  Security
          Interest  other  than  Permitted Security Interests  and  (viii)  with
          respect to which any of the representations, warranties, covenants and
          agreements  contained in any of the Loan Documents  are  not  or  have
          ceased to be complete and correct or have been breached.

     3.2. Letter of Credit Commitment.

     Lender commits to issue standby letters of credit and commercial letters of
     credit  for  the account of Borrower from time to time from  the  Effective
     Date  to  the  Maturity  Date,  but only in  connection  with  transactions
     reasonably satisfactory to Lender and only if the Letter of Credit Exposure
     will  not  as a result of such issuance exceed the lesser of (a) $3,000,000
     and  (b)  any  excess  of the Maximum Available Amount over  the  Revolving
     Loans.   The expiration date of any Letter of Credit will not be more  than
     one  year  after its issuance date and in no event will be later  than  the
     Maturity Date.

4.   Interest; Yield Protection.

     4.1. Interest on the Loans.

     Each  of the Loans shall bear interest at a rate designated by Borrower  as
     provided  herein  that  is  equal to either (i)  the  LIBO  Rate  plus  the
     applicable  LIBOR Margin determined from the following table; or  (ii)  the
     Alternate  Base  Rate  plus  the  applicable  Alternate  Base  Rate  Margin
     determined from the following table.

Level     Senior     Applicable  Applicable
          Funded     LIBOR       Alternate
          Debt to    Margin      Base Rate
          EBITDA                 Margin
          Ratio
--------  ---------  ----------  ----------
--        ------     ----        --
I         >2.25      2.25%       .75%
II        < 2.25     2.00%       .50%
          and >
          1.75
III       < 1.75     1.75%       .25%
          and >
          1.25
IV        < 1.25     1.50%       .00%
          and >
          0.75
V         < 0.75     1.25%       .00%


     The  "Alternate  Base Rate" shall be the higher of (i) the Prime  Rate  and
     (ii)  the  Federal funds rate plus .50% and shall change as  and  when  the
     Prime  Rate or Federal funds rate, as applicable, changes.  The "LIBO Rate"
     shall be the interest rate per annum equal to the quotient (rounded to  the
     nearest 0.001%) of

           (i) the rate at which Dollar deposits in immediately available funds,
     approximately equal in amount to the Loans and for a maturity equal to  the
     applicable  Interest  Period,  are  offered  or  available  in  the  London
     Interbank  Market  for  Eurodollars as of  11:00  a.m.  (London  time)  two
     Business  Days  before the first day of the applicable Interest  Period  as
     reported on Telerate Screen LIBO page 3750,

          divided by

           (ii)  a  number  equal  to one minus the decimal  equivalent  of  the
     aggregate of the maximum rates during the applicable Interest Period of all
     reserve  requirements (including, without limitation, marginal,  emergency,
     supplemental  and special reserves), established by the FRB  or  any  other
     Governmental  Authority  to  which any Lender is  subject,  in  respect  of
     "Eurocurrency  liabilities" as referred to in Regulation D,  including  but
     not  limited to those imposed under Regulation D.  (The entire amount of  a
     Loan  shall  be  deemed to constitute a Eurocurrency  liability  if  it  is
     subject to LIBOR Accrual and as such shall be deemed to be subject to  such
     reserve  requirements without benefit of credits for proration,  exceptions
     or  offsets  which may be available from time to time to any  Lender  under
     Regulation D.)  The LIBO Rate shall be adjusted automatically on and as  of
     the effective date of any change in any such reserve requirements.

     Until  Lender  receives  Borrowers' Compliance Certificate  for  the  first
     fiscal quarter of Borrower ended after the Effective Date, the LIBOR Margin
     and  Alternate  Base Rate Margin in Level IV of the above  table  shall  be
     applicable.   Thereafter,  the  applicable  LIBOR  Margin  and   applicable
     Alternate Base Rate Margin, for any fiscal quarter, shall be the applicable
     rate  per  annum set forth in the table above opposite the ratio of  Senior
     Funded  Debt  to  EBITDA determined as of the last day of  the  immediately
     preceding  fiscal quarter.  Any changes in the LIBOR Margin  and  Alternate
     Base Rate Margin shall become applicable on the first day following the day
     when Borrower delivers its Financial Statements for its fiscal quarter just
     ended  to  Lender  as required in Section 14.13.2.  If  Borrower  does  not
     deliver  its  Financial Statements to Lender within the period required  by
     Section  14.13.2,  the  highest possible Alternate  Base  Rate  Margin  and
     highest possible LIBOR Margin shall become applicable as of the last day of
     such  quarter  and  shall  remain applicable until Borrower  delivers  such
     Financial Statements to Lender.

     4.2. Interest Periods.

     If  Borrower  designates a Revolving Loan to be subject to  LIBOR  Accrual,
     Borrower shall also select an Interest Period to be applicable to the Loan.
     The  Interest  Period  shall be either a one-, two-, three-,  or  six-month
     period.

     4.3. Conversion of a Loan.

     Borrower  may  (i)  at  any time convert a Loan from  Alternate  Base  Rate
     Accrual to LIBOR Accrual, or (ii) at the end of any Interest Period if  the
     Loan is subject to LIBOR Accrual, continue the Loan under LIBOR Accrual for
     an  additional Interest Period or convert the Loan to Alternate  Base  Rate
     Accrual.   To  cause  any conversion or continuation, Borrower  shall  give
     Lender, prior to 11:00 a.m., St. Louis time, two (2) Business Days prior to
     the date the conversion or continuation is to be effective (the "Conversion
     Date"),  a  written request (which may be mailed, personally  delivered  or
     telecopied    as    provided   in   Section    19.1)    (a    "Notice    of
     Conversion/Continuation")   (i)  specifying   whether   a   conversion   or
     continuation  is  requested, (ii) in the case of a  conversion,  specifying
     whether  the Loan is to be subject to LIBOR Accrual or Alternate Base  Rate
     Accrual  upon  the  conversion, and (iii) in the case of conversion  to  or
     continuation of LIBOR Accrual, specifying the Interest Period therefor.  If
     a  Notice  of Conversion/Continuation is not made by 11:00 a.m.  St.  Louis
     time  on  the  second Business Day preceding the last day of  the  Interest
     Period  and  the Loan is subject to LIBOR Accrual, then Borrower  shall  be
     deemed  to have timely given a Notice of Conversion/Continuation to  Lender
     requesting to convert the Loan to Alternate Base Rate Accrual.  If the Loan
     is  subject  to LIBOR Accrual, any conversion or continuation shall  become
     effective  only  on the day following the last day of the current  Interest
     Period.

     4.4. Time of Accrual.

     Interest  shall accrue on all principal amounts outstanding from  the  date
     when  first  outstanding to the date when no longer  outstanding.   Amounts
     shall  be deemed outstanding until payments are applied thereto as provided
     herein.

     4.5. Computation.

     Interest  accruing  at the Alternate Base Rate shall be  computed  for  the
     actual  days  elapsed over a 365/366 day year.  All other  calculations  of
     interest and fees shall be computed for the actual days elapsed over a year
     deemed to consist of 360 days.

     4.6. Rate After Maturity.

     Borrower  shall  pay interest on the Revolving Loans after their  Maturity,
     and  (at the option of Lender) on the Revolving Loans and on the other Loan
     Obligations  after the occurrence of an Event of Default,  at  a  rate  per
     annum equal to 2% plus the Alternate Base Rate.

     4.7. Taxes on Payments.

     If  any  Tax  is required to be withheld or deducted from, or is  otherwise
     payable  by  Borrower in connection with, any payment due from Borrower  to
     any  Lender  under  the Loan Documents, Borrower (i)  shall,  if  required,
     withhold  or  deduct the amount of such Tax from such payment and,  in  any
     case,  pay such Tax to the appropriate taxing authority in accordance  with
     applicable  Law  and  (ii)  shall pay to Lender, as  applicable,  (a)  such
     additional  amounts as may be necessary so that the net amount received  by
     Lender  with  respect to such payment, after withholding or  deducting  all
     Taxes  required  to be withheld or deducted, is equal to  the  full  amount
     payable  under  the Loan Documents, and (b) an amount equal  to  all  Taxes
     payable  by Lender as a result of payments made by Borrower (whether  to  a
     taxing  authority or to Lender) pursuant to this Section.  If  any  Tax  is
     withheld  or  deducted  from,  or  is  otherwise  payable  by  Borrower  in
     connection  with,  any  payment due to Lender  under  the  Loan  Documents,
     Borrower  shall, within 30 days after the date of such payment, furnish  to
     Lender,  as  applicable, the original or a certified copy of a receipt  for
     such  Tax  from  the applicable taxing authority.  If any  payment  due  to
     Lender  under  the  Loan Documents is or is expected  to  be  made  without
     withholding  or  deducting  therefrom, or otherwise  paying  in  connection
     therewith, any Tax payable to any taxing authority under circumstances that
     would  lead  Lender to reasonably believe such withholding or deduction  is
     required, Borrower shall, within 30 days after any request from Lender,  as
     applicable, furnish to Lender a certificate from such taxing authority,  or
     an  opinion of counsel acceptable to Lender, in either case stating that no
     Tax  payable  to  such  taxing authority was or is, as  the  case  may  be,
     required to be withheld or deducted from, or otherwise paid by Borrower  in
     connection with, such payment.

     4.8. Compensation for Increase In Costs of Loans Subject to LIBOR Accrual.

     If,  after  the Effective Date, the adoption of any applicable Law  or  any
     change  in  any  applicable  Law or any change  in  the  interpretation  or
     administration  thereof  by  any Governmental Authority  charged  with  the
     interpretation or administration thereof, or compliance by any  Lender  (or
     its  Lending Office) with any request or directive (whether or  not  having
     the  force  of  law) of any such Governmental Authority, central  bank,  or
     comparable agency:

     (i)   subjects Lender to any Tax with respect to any Loans subject to LIBOR
     Accrual  or  its  obligation to make Loans subject  to  LIBOR  Accrual,  or
     changes  the basis of taxation of any amounts payable to Lender under  this
     Agreement  in  respect of any Loans subject to LIBOR  Accrual  (other  than
     Taxes  imposed  on the overall net income of Lender by the jurisdiction  in
     which Lender has its principal office or the jurisdiction where the Lending
     Office is located); or

     (ii)  imposes, modifies, or deems applicable any reserve, special  deposit,
     assessment  or  similar  requirement (other than  the  reserve  requirement
     utilized  in the determination of the LIBO Rate) relating to any extensions
     of  credit or other assets of, or any deposits with or other liabilities or
     commitments  of,  Lender,  including the  Revolving  Commitment  of  Lender
     hereunder; or

     (iii)     imposes on Lender or on the United States market for certificates
     of  deposit  or  the London interbank market any other condition  affecting
     this  Agreement,  the  Revolving Commitment or the  Note  or  any  of  such
     extensions of credit or liabilities or commitments;

     and the result of any of the foregoing is to increase the cost to Lender of
     making, converting into, continuing, or maintaining any Loans or to  reduce
     any  sum received or receivable by Lender under this Agreement or its  Note
     with  respect  to such Loans, then Borrower shall pay to Lender  on  demand
     such amount or amounts as will compensate Lender for such increased cost or
     reduction.  If Lender requests compensation by Borrower under this Section,
     Borrower may, by notice to Lender, suspend the obligation of Lender to make
     or  continue  Loans of the type with respect to which such compensation  is
     requested,  or to convert Loans of any other type into Loans of such  type,
     until  the event or condition giving rise to such request ceases to  be  in
     effect; provided, however, that such suspension shall not affect the  right
     of Lender to receive the compensation so requested.

     4.9. Capital Adequacy Reimbursement.

     If,  after  the  Effective  Date, Lender shall  have  determined  that  the
     adoption  of  any applicable Law regarding capital adequacy or  any  change
     therein  or  in  the  interpretation  or  administration  thereof  by   any
     Governmental Authority, central bank, or comparable agency charged with the
     interpretation  or  administration thereof, or  any  request  or  directive
     regarding capital adequacy (whether or not having the force of law) of  any
     such  Governmental Authority, central bank, or comparable  agency,  has  or
     would  have  the  effect of reducing the rate of return on the  capital  of
     Lender as a consequence of Lender's obligations hereunder to a level  below
     that  which  Lender  could  have achieved but for  such  adoption,  change,
     request  or directive (taking into consideration its policies with  respect
     to capital adequacy), then from time to time upon demand Borrower shall pay
     to  Lender such additional amount or amounts as will compensate Lender  for
     such reduction.

     4.10.     Usury.

     Notwithstanding any provisions to the contrary in Section 4 or elsewhere in
     any  of the Loan Documents, Borrower shall not be obligated to pay interest
     at  a  rate which exceeds the maximum rate permitted by Law.  If,  but  for
     this Section 4.10, Borrower would be deemed obligated to pay interest at  a
     rate which exceeds the maximum rate permitted by Law, or if any of the Loan
     Obligations  is  paid  or becomes payable before its  originally  scheduled
     Maturity  and  as a result Borrower has paid or would be obligated  to  pay
     interest  at  such  an  excessive rate, then  (i)  Borrower  shall  not  be
     obligated to pay interest to the extent it exceeds the interest that  would
     be  payable  at the maximum rate permitted by Law; (ii) if the  outstanding
     Loan  Obligations have not been accelerated as provided in Section  17.2.2,
     any  such excess interest that has been paid by Borrower shall be refunded;
     (iii) if the outstanding Loan Obligations have been accelerated as provided
     in  Section 17.2.2, any such excess that has been paid by Borrower shall be
     applied to the Loan Obligations as provided in Section 17.2.9; and (iv) the
     effective  rate  of interest shall be deemed automatically reduced  to  the
     maximum rate permitted by Law.

5.   Fees.

     5.1. Commitment Fee.

     Borrower shall pay to Lender a "Commitment Fee" calculated by applying  the
     daily  equivalent  of  the  Commitment Fee Rate  to  the  Unused  Revolving
     Commitment on each day before the Maturity Date.  The "Commitment Fee Rate"
     shall  be 0.20% until the Effective Date and 0.25% thereafter.  The "Unused
     Revolving  Commitment" on any day shall be an amount equal to the Revolving
     Commitment  minus  the sum of the amounts of the Revolving  Loans  and  the
     Letter  of  Credit Exposure.  The Commitment Fee shall be  payable  on  the
     Effective Date and thereafter quarterly in arrears on the first day of each
     calendar quarter and on the Maturity Date.

     5.2. Letter of Credit Fees.

     Borrower  shall pay to Lender a "Letter of Credit Fee" for each  Letter  of
     Credit issued by Lender.  The Letter of Credit Fee for a particular standby
     Letter  of  Credit shall be calculated by applying the daily equivalent  of
     the  applicable  LIBOR Margin applicable under Section 4.1 to  the  undrawn
     amount of such Letter of Credit for each day to its stated expiration.  The
     Letter of Credit Fee for a particular commercial Letter of Credit shall  be
     calculated  using  such  rate or rates as are then customarily  charged  by
     Lender  for  commercial letters of credit.  Any Letter of  Credit  Fee  due
     shall  be payable quarterly in arrears, commencing on the first day of  the
     first  calendar quarter beginning after the Letter of Credit is issued  and
     continuing  on  the first day of each calendar quarter thereafter.   Other,
     customary fees shall be payable in accordance with Lender's practice at the
     time, and agreed fees shall be payable when agreed.

6.   Scheduled Payments.

     6.1. Maturity Date.

     Borrower  shall  repay the Revolving Loans and all unpaid accrued  interest
     thereon on May 31, 2003.

     6.2. Interest Payments Before Maturity Date.

     While a Loan is subject to Alternate Base Rate Accrual, Borrower shall  pay
     interest  accrued  thereon  monthly in  arrears,  beginning  on  the  first
     Business Day of the first calendar month following the Effective Date,  and
     continuing  on  the first day of each calendar month thereafter  until  the
     Maturity  Date.  While a Loan is subject to LIBOR Accrual, Borrower  shall,
     until the Maturity Date, pay interest accrued thereon in arrears at the end
     of  the applicable Interest Period, and in addition, if the Interest Period
     is  longer  than three months, quarterly on the last Business Day  of  each
     calendar quarter ended during such Interest Period.

7.   Prepayments and Reduction of Revolving Commitment.

     7.1. Voluntary Prepayments.

     Borrower  may prepay the Revolving Loans in whole or in part  at  any  time
     without  penalty or premium, but only if (i) Borrower gives Lender  written
     notice (which may be mailed, personally delivered or telecopied as provided
     in  Section 19.1) of Borrower's intention to make such prepayment at  least
     one  Business Day prior to tendering the prepayment, (ii) the total  amount
     of  the prepayment is a whole multiple of $10,000, and (iii) Borrower  pays
     any  accrued interest on the amount prepaid at the time of such prepayment.
     Additionally,  if  the  prepayment is of LIBOR  borrowings,  Borrower  must
     reimburse Lender's breakage and deployment costs.

     7.2. Mandatory Prepayments.

          7.2.1.    Proceeds from Sales of Assets.

          If Borrower sells any of its assets in a single transaction or related
          series  of  transactions  that  are not  in  the  ordinary  course  of
          business,  Borrower shall make a payment to Lender, to be  applied  to
          reduce  the  Revolving Loans, in the aggregate  amount  of  the  gross
          proceeds  therefrom less reasonable selling expenses and the increment
          in  federal,  state  and local income taxes,  if  any,  payable  as  a
          consequence  of  any taxable gain from such sale.  Borrower  need  not
          make  such  prepayment from the net proceeds of any  such  sale  of  a
          capital asset to the extent such net proceeds are expended by Borrower
          within 90 days of completion of the sale for replacement of such asset
          by  another  asset of comparable type and utility and such expenditure
          will   not  result  in  Borrower  exceeding  the  limits  for  Capital
          Expenditures in Section 16.2.

          7.2.2.    Indebtedness.

          The Revolving Loans shall be prepaid by an amount equal to 100% of (i)
          the  net  cash proceeds from all Indebtedness of Borrower for borrowed
          money  incurred  after the Effective Date and (ii) the gross  proceeds
          from  the  issuance  of any debt securities, or  warrants  or  options
          therefor, by Borrower, less reasonable brokers' and underwriters' fees
          and commissions and other reasonable issuance expenses.

          7.2.3.    Proceeds from Sale of Securities.

          If  after the Effective Date Borrower issues any equity securities, or
          warrants or options therefor, Borrower shall promptly after such  sale
          make  a payment to Lender to be applied to reduce the Revolving Loans,
          in  an  aggregate  amount  equal to the  50%  of  the  gross  proceeds
          therefrom  less  reasonable  brokers'  and  underwriters'   fees   and
          commissions and other reasonable issuance expenses.

          7.2.4.    Maximum Available Amount Exceeded.

          If  at  any  time  the outstanding principal amount of  the  Revolving
          Loans,  together  with  the Letter of Credit  Exposure,  at  any  time
          exceeds  the Borrowing Base, whether as a result of optional Revolving
          Advances  by  Lender  as contemplated in Section 3.1.2  or  otherwise,
          Borrower shall, within five Business Days after demand by Lender  make
          a  prepayment in the amount of the excess.  Each such prepayment  will
          be  applied  by  Lender  to reduce prorata all  Revolving  Loans  then
          subject  to  Alternate  Base Rate Accrual,  and  then  to  reduce  the
          Revolving Loans subject to LIBOR Accrual in the order that their  then
          effective Interests Periods will expire.

     7.3. Manner of Payments and Timing of Application of Payments.

          7.3.1.    Payment Requirement.

          Unless  expressly  provided  to the contrary  elsewhere  herein,  each
          payment  on  the Loan Obligations shall be made to Lender as  required
          under  the  Loan Documents at the Lending Office.  All  such  payments
          shall be made in Dollars on the date when due, without deduction, set-
          off or counterclaim.

          7.3.2.    Application of Payments and Proceeds.

          All  payments received by Lender in immediately available funds at  or
          before 2:00 p.m., St. Louis time, on a Business Day will be applied to
          the  relevant Loan Obligation on the same day.  Such payments received
          on  a  day that is not a Business Day or after 2:00 p.m. on a Business
          Day  will  be  applied  to the relevant Loan Obligation  on  the  next
          Business Day.  If there is an Existing Default, Lender may apply,  and
          reverse  and reapply, payments and proceeds of Collateral to the  Loan
          Obligations  in  such  order and manner as Lender  determines  in  its
          absolute discretion.

     7.4. Direct Debit.

     Interest  and fees may be deducted automatically by Lender on the due  date
     from  Borrower's account number 100101211467 with Lender, or such other  of
     Borrower's  accounts  with  Lender as Borrower may  designate  in  writing.
     Lender will debit the account before 2:00 p.m. St. Louis time on the  dates
     the  payments become due.  Borrower shall maintain sufficient funds in  the
     designated  account for Lender to make such automatic debits on  the  dates
     when  contemplated hereunder; but if there are insufficient  funds  in  the
     designated  account on the date Lender enters a debit, the  debit  will  be
     reversed and the payment will be treated as never having been made.

     7.5. Returned Instruments.

     If  a  payment is made by check, draft or other instrument and  the  check,
     draft  or  other  instrument is returned unpaid,  the  application  of  the
     payment  to  the Loan Obligations will be reversed and will be  treated  as
     never having been made.

     7.6. Compelled Return of Payments or Proceeds.

     If  Lender  is  for any reason compelled to surrender any  payment  or  any
     proceeds  of  Collateral because such payment or the  application  of  such
     proceeds is for any reason invalidated, declared fraudulent, set aside,  or
     determined to be void or voidable as a preference, an impermissible setoff,
     or a diversion of trust funds, then this Agreement and the Loan Obligations
     to  which  such payment or proceeds was applied or intended to  be  applied
     shall  be revived as if such application was never made; and Borrower shall
     be  liable to pay to Lender, and shall indemnify Lender for and hold Lender
     harmless  from  any  loss with respect to, the amount of  such  payment  or
     proceeds surrendered.  This Section shall be effective notwithstanding  any
     contrary  action Lender may take in reliance upon its receipt of  any  such
     payment or proceeds.  Any such contrary action so taken by Lender shall  be
     without  prejudice  to Lender's rights under this Agreement  and  shall  be
     deemed  to  have been conditioned upon the application of such  payment  or
     proceeds  having  become  final and irrevocable.  The  provisions  of  this
     Section  shall  survive  termination of the Revolving  Commitment  and  the
     payment and satisfaction of all of the Loan Obligations.

     7.7. Due Dates Not on Business Days.

     If  any  payment required hereunder becomes due on a date  that  is  not  a
     Business Day, then such due date shall be deemed automatically extended  to
     the  next  Business Day; provided, however, that if the next  Business  Day
     would  be in the next calendar month, such payment shall instead be due  on
     the immediately preceding Business Day.

8.   Procedure for Obtaining Advances and Letters of Credit.

     8.1. Revolving Advances.

     Borrower  may  request Revolving Advances by submitting  a  request  for  a
     Revolving  Advance to Lender.  Every request for a Revolving Advance  shall
     specify  a  date when the Revolving Advance is requested to  be  made  (the
     "Advance  Date")  and  shall be irrevocable.  A  request  for  a  Revolving
     Advance  received by Lender on a day that is not a Business Day or that  is
     received  by  Lender after 11:00 a.m. (St. Louis time) on  a  Business  Day
     shall be treated as having been received by Lender at 11:00 a.m. (St. Louis
     time)  on  the  next Business Day.  Provided that all conditions  precedent
     herein  to  a requested Revolving Advance have been satisfied, Lender  will
     make  the  amount of such requested Revolving Advance available to Borrower
     on the applicable Advance Date in immediately available funds in Dollars at
     the  Lending  Office.   Such  funds will be  deposited  in  an  account  of
     Borrower's  at  the  Lending Office unless Borrower gives  Lender  contrary
     specific disbursement instructions satisfactory to Lender.

     8.2. Lender's Right to Make Other Revolving Advances.

          8.2.1.    Payment of Loan Obligations.

          Lender shall have the right to make Revolving Advances at any time and
          from  time  to  time  to  cause timely payment  of  any  of  the  Loan
          Obligations.   Lender  will give notice to  Borrower  after  any  such
          Revolving   Advance  is  made.   Any  such  Revolving  Advance   shall
          immediately  become  a Revolving Loan subject to Alternate  Base  Rate
          Accrual.

          8.2.2.    Payments to Other Creditors.

          If Lender is obligated to reimburse or pay to any creditor of Borrower
          any  amount  in  order  to  (i) obtain a release  of  such  creditor's
          Security  Interest  in  any of Collateral, or (ii)  otherwise  satisfy
          Borrower's  obligations to such creditor to the extent not irrevocably
          satisfied  by  the  initial Revolving Advance, then  Lender  may  make
          Revolving  Advances  for that purpose and any such  Revolving  Advance
          shall  immediately become a Revolving Loan subject to  Alternate  Base
          Rate Accrual.

     8.3. Letters of Credit.

     Borrower  may  request the issuance of a Letter of Credit by  submitting  a
     request  for  issuance of a Letter of Credit to Lender  and  executing  the
     reimbursement  agreement required under Section  11.1  no  less  than  five
     Business Days prior to the requested issue date for such Letter of Credit.

     8.4. Amount, Number, and Purpose Restrictions on Revolving Advances.

     No  Revolving Advance will be made unless the amount thereof  is  at  least
     $100,000.  On any one day, no more than one Revolving Advance will be  made
     pursuant  to  an  advance request.  Advances will  only  be  made  for  the
     purposes permitted in Section 14.1.

     8.5. Each Request for a Revolving Advance a Certification.

     Each  submittal  by  Borrower of a request for a  Revolving  Advance  shall
     constitute  a  certification by Borrower that  (i)  there  is  no  Existing
     Default,  (ii)  all  representations and warranties  of  Borrower  in  this
     Agreement  are  then true, with such exceptions as have been  disclosed  to
     Lender in writing by Borrower, and will be true on the Advance Date, as  if
     then made, with such exceptions as have been disclosed to Lender in writing
     by Borrower, except that with respect to the representations and warranties
     made regarding Financial Statements or financial data, such representations
     and  warranties  shall  be  deemed made with respect  to  the  most  recent
     Financial  Statements  and other financial data delivered  by  Borrower  to
     Lender, and (iii) all conditions herein and in the other Loan Documents  to
     the making of the requested Advance have been satisfied.

     8.6. Requirements for Every Advance Request.

     Only  a  request (which may be oral or in writing) from a Borrowing Officer
     to  Lender that specifies the amount of the Advance to be made, whether the
     Advance is to become a Revolving Loan subject to LIBOR Accrual or Alternate
     Base Rate Accrual, the first Interest Period therefor if it is to become  a
     Loan  subject to LIBOR Accrual, and the Advance Date shall be treated as  a
     request for a Revolving Advance.

     8.7. Requirements for Every Letter of Credit Request.

     Only  a  written  request  (which may be mailed,  personally  delivered  or
     telecopied as provided in Section 19.1) from a Borrowing Officer to  Lender
     that  specifies the amount, requested issue date (which shall be a Business
     Day  and  in  no  event later than 180 days before the Maturity  Date)  and
     beneficiary  of  the  requested  Letter of  Credit  and  other  information
     necessary for its issuance shall be treated as a request for issuance of  a
     Letter of Credit.

     8.8. Exoneration of Lender.

     Lender  shall  not incur any liability to Borrower for treating  a  request
     that  meets  the express requirements of Section 8.6 or Section  8.7  as  a
     request for an Advance or issuance of a Letter of Credit, as applicable, if
     Lender  believes  in good faith that the Person making  the  request  is  a
     Borrowing  Officer.  Lender shall not incur any liability to  Borrower  for
     failing  to treat any such request as a request for an Advance or  issuance
     of a Letter of Credit, as applicable, if Lender believes in good faith that
     the Person making the request is not a Borrowing Officer.

9.   Security and Guaranties.

The  payment  and performance of the Loan Obligations shall be  secured  by  the
following, with each being satisfactory to Lender:

     9.1. Mortgages.

     Deeds of trust satisfactory to Lender and (i) granting to Lender a Security
     Interest in all of the real property and fixtures owned by Borrower  or  on
     the  leasehold interest of Borrower in all real property leased by Borrower
     and  all improvements thereon and any appurtenant easements and rights  and
     all  income  and  proceeds thereof, and (ii) assigning  to  Lender  all  of
     Borrower's  rights,  title,  and interest in,  to,  and  under  all  leases
     affecting  any  part  of the Real Property Collateral and  all  income  and
     proceeds  thereof,  which  Security Interests  shall  be  subject  only  to
     Permitted  Security  Interests affecting the property covered  thereby  and
     existing  on the Effective Date.  If Borrower acquires or leases  any  real
     property after the Effective Date, Borrower shall notify Lender thereof and
     shall  deliver to Lender a deed of trust or mortgage, or leasehold deed  of
     trust or mortgage, as appropriate, on each parcel of such real property  or
     Borrower's leasehold interest therein promptly upon request by Lender.

     9.2. Security Agreements.

     Security  agreements from Borrower satisfactory to Lender and  granting  to
     Lender  a  Security  Interest under the UCC in all  personal  property  and
     Fixtures  of Borrower, including all Goods, Equipment, Accounts, Inventory,
     Instruments,  Documents,  Chattel Paper, General  Intangibles,  Health-Care
     Insurance  Receivables, Deposit Accounts and other  personal  property  and
     Fixtures  of  Borrower, whether now owned or hereafter  acquired,  and  all
     proceeds  thereof,  subject  only  to Permitted  Security  Interests.   The
     Security  Agreement between Borrower and Lender dated  June  25,  1999,  is
     hereby  amended  by  adding Health-Care Insurance Receivables  and  Deposit
     Accounts  to  the  Collateral  described  therein  and  Lender  is   hereby
     authorized  by  Borrower  to file UCC financing statements  or  appropriate
     amendments  to heretofore filed UCC financing statements so as  to  perfect
     Lender's Security Interest therein.

     9.3. Collateral Assignments.

     Collateral assignments and pledges satisfactory to Lender and assigning  or
     pledging to Lender (i) all rights, title and interest of Borrower under all
     leases of real property in which Borrower is the tenant or lessee, (ii) the
     economic  rights  of  Borrower as a member of Noticom,  L.L.C.,  a  Georgia
     limited  liability  company,  (iii) all of LaBarge,  Inc.'s  stock  in  its
     Subsidiaries,  (iv) all of Borrower's patents, and (v)  all  of  Borrower's
     trademarks,  trade  names,  and service marks, each  subject  to  no  other
     Security Interests except Permitted Security Interests.  If Borrower or any
     Subsidiary of Borrower leases any real property, Borrower shall execute and
     deliver  to  Lender, or cause to be executed and delivered  to  Lender,  as
     further  security  for payment and performance of the Loan  Obligations,  a
     collateral  assignment of all rights, title and interest of Borrower  under
     such lease.

If  Borrower  reduces  the Revolving Commitment to zero as provided  in  Section
3.1.1  and  all  the Obligations of Borrower that are secured  by  the  Security
Documents  are  fully  and indefeasibly paid, Lender will release  its  Security
Interests in the Collateral.

10.  Conditions.

     10.1.     Conditions to Advances.

     Lender will have no obligation to fund any Advance unless:

          10.1.1.   Listed Documents and Other Items.

          Lender shall have received on or before the Effective Date all of  the
          documents and other items listed or described in Exhibit 10.1.1 hereto
          as   being  conditions  to  the  initial  Advances,  with  each  being
          satisfactory to Lender and (as applicable) duly executed and (also  as
          applicable)    sealed,   attested,   acknowledged,    certified,    or
          authenticated.

          10.1.2.   Representations and Warranties.

          The  representations and warranties contained in  the  Loan  Documents
          shall  be true and correct in all material respects as of the time  of
          such  Advance  and with the same force and effect as if made  at  such
          time.

          10.1.3.   No Default.

          There  shall be no Existing Default and no Default or Event of Default
          will occur as a result of the making of the Advance or Borrower's  use
          of the proceeds thereof.

          10.1.4.   Perfection of Security Interests.

          Every Security Interest and assignment required to be granted or  made
          by  Borrower under Section 9 shall have been perfected and  shall  be,
          except  as  to applicable Permitted Security Interests or as otherwise
          satisfactory to Lender, a first priority Security Interest.

          10.1.5.   Payment of Fees.

          Borrower shall have paid and reimbursed to Lender all fees, costs  and
          expenses  that are payable or reimbursable to Lender hereunder  on  or
          before the date of the Advance.

          10.1.6.   Material Proceedings.

          There are no pending Material Proceedings involving Borrower.

          10.1.7.   No Material Adverse Change.

          There  shall  not have been any change since the date of  the  Initial
          Financial Statements which has had or is reasonably likely to  have  a
          Material Adverse Effect on Borrower.

          10.1.8.   Other Items.

          Lender  shall have received such other consents, approvals,  opinions,
          certificates or documents as it reasonably deems necessary.

11.  Conditions to Issuance of Letters of Credit.

No Letter of Credit will be issued unless as of the time of such issuance:

     11.1.     Reimbursement Agreement.

     Borrower  shall  have  executed and delivered  to  Lender  a  reimbursement
     agreement  satisfactory  to  Lender  under  which  Borrower  undertakes  to
     reimburse  to  Lender on demand the amount of each draw on such  Letter  of
     Credit, together with interest from the date of the draw at the Prime  Rate
     plus the applicable Alternate Base Rate Margin.

     11.2.     No Prohibitions.

     No  order,  judgment  or decree of any Governmental Authority  shall  exist
     which  purports  by  its terms to enjoin or restrain Lender  or  any  other
     Lender  from  issuing  such Letter of Credit, and  no  Law  or  request  or
     directive  (whether or not having the force of law) from  any  Governmental
     Authority  with  jurisdiction over Lender or any other Lender  shall  exist
     which  prohibits, or requests that Lender or any other Lender refrain from,
     the  issuance  of letters of credit generally or such Letter of  Credit  in
     particular, or imposes upon Lender or any other Lender with respect to such
     Letter  of  Credit  any restriction or reserve or capital requirement  (for
     which  Lender or any other Lender is not otherwise compensable by  Borrower
     hereunder).

     11.3.     Conditions to Advances.

     All of the conditions in Section 10.1 have been and remain satisfied.

     11.4.     Representations and Warranties.

     The representations and warranties contained in the Loan Documents shall be
     true  and  correct in all material respects as of the time of such  Advance
     and  with  the  same force and effect as if made at such  time,  with  such
     exceptions  as  have  been disclosed to Lender in writing  by  Borrower  as
     addenda  to  the  Disclosure Schedule and are satisfactory to  Lender,  and
     except  that  with  respect  to  the representations  and  warranties  made
     regarding  financial  data  in  Section  12.13,  such  representations  and
     warranties  shall be deemed made with respect to the most recent  Financial
     Statements and other financial data delivered by Borrower to Lender.

     11.5.     No Default.

     There shall be no Existing Default and no Default or Event of Default  will
     occur as a result of the issuance of the Letter of Credit or Borrower's use
     thereof.

     11.6.     No Material Adverse Change.

     Since the date of the most recent prior Advance or issuance of a Letter  of
     Credit  there shall not have been any change which has had or is reasonably
     likely to have a Material Adverse Effect on Borrower.

12.  Representations and Warranties.

Except as otherwise described the disclosure schedule that is attached hereto as
Exhibit  12.12 (the "Disclosure Schedule"), Borrower represents and warrants  to
Lender as follows:

     12.1.     Organization and Existence.

     Each  Covered Person is duly organized and existing in good standing  under
     the laws of the state of its organization, is duly qualified to do business
     and  is  in good standing in every state where the nature or extent of  its
     business  or  properties require it to be qualified to do business,  except
     where the failure to so qualify will not have a Material Adverse Effect  on
     such  Covered  Person.  Each Covered Person has the power and authority  to
     own its properties and carry on its business as now being conducted.

     12.2.     Authorization.

     Each  Covered Person is duly authorized to execute and perform  every  Loan
     Document  to  which such Covered Person is a party, and  Borrower  is  duly
     authorized  to  borrow hereunder, and this Agreement  and  the  other  Loan
     Documents  have been duly authorized by all requisite corporate  action  of
     each  Covered  Person.   No  consent,  approval  or  authorization  of,  or
     declaration or filing with, any Governmental Authority, and no  consent  of
     any  other  Person,  is  required in connection with Borrower's  execution,
     delivery  or  performance of this Agreement and the other  Loan  Documents,
     except for those already duly obtained.

     12.3.     Due Execution.

     Every  Loan Document to which a Covered Person is a party has been executed
     on  behalf  of  such  Covered  Person by a legally  competent  Person  duly
     authorized to do so.

     12.4.     Enforceability of Obligations.

     Each of the Loan Documents to which a Covered Person is a party constitutes
     the legal, valid and binding obligation of such Covered Person, enforceable
     against  such  Covered Person in accordance with its terms, except  to  the
     extent  that the enforceability thereof against such Covered Person may  be
     limited  by  bankruptcy, insolvency, reorganization, moratorium or  similar
     laws  affecting creditors' rights generally or by equitable  principles  of
     general application.

     12.5.     Burdensome Obligations.

     No  Covered Person is a party to or bound by any Contract or is subject  to
     any  provision in the Charter Documents of such Covered Person which would,
     if  performed  by  such Covered Person, result in a  Default  or  Event  of
     Default either immediately or upon the elapsing of time.

     12.6.     Legal Restraints.

     The execution of any Loan Document by a Covered Person will not violate  or
     constitute  a  default under the Charter Documents of such Covered  Person,
     any  Material  Agreement of such Covered Person, or any Material  Law,  and
     will  not, except as expressly contemplated or permitted in this Agreement,
     result  in  any  Security Interest being imposed on  any  of  such  Covered
     Person's  property.   The  performance  by  any  Covered  Person   of   its
     obligations under any Loan Document to which it is a party will not violate
     or constitute a default under the Charter Documents of such Covered Person,
     any  Material  Agreement of such Covered Person, or any Material  Law,  and
     will  not, except as expressly contemplated or permitted in this Agreement,
     result  in  any  Security Interest being imposed on  any  of  such  Covered
     Person's property.

     12.7.     Labor Contracts and Disputes.

     There  is  no  collective  bargaining agreement  or  other  labor  contract
     covering  employees  of  a  Covered  Person.   No  union  or  other   labor
     organization  is seeking to organize, or to be recognized as, a  collective
     bargaining unit of employees of a Covered Person.  There is no pending  or,
     to Borrower's knowledge, threatened, strike, work stoppage, material unfair
     labor  practice claim or other material labor dispute against or  affecting
     any Covered Person or its employees.

     12.8.     No Material Proceedings.

     There  are  no  Material Proceedings pending or, to the best  knowledge  of
     Borrower, threatened.

     12.9.     Material Licenses.

     All Material Licenses have been obtained or exist for each Covered Person.

     12.10.    Compliance with Material Laws.

     Each  Covered  Person  is  in compliance with all Material  Laws.   Without
     limiting the generality of the foregoing:

          12.10.1.  General Compliance with Environmental Laws.

          The operations of every Covered Person comply in all material respects
          with all applicable Environmental Laws.

          12.10.2.  General Compliance with Employment Laws.

          The employee compensation practices of every Covered Person comply  in
          all material respects with all applicable Employment Laws.

          12.10.3.  Proceedings.

          None  of the operations of any Covered Person are the subject  of  any
          judicial or administrative complaint, order or proceeding alleging the
          violation of any applicable Environmental Laws or Employment Laws.

          12.10.4.  Investigations Regarding Hazardous Materials.

          None  of  the  operations of any Covered Person  are  the  subject  of
          investigation  by  any Governmental Authority regarding  the  improper
          transportation,  storage, disposal, generation  or  release  into  the
          environment  of  any  Hazardous Material, the  results  of  which  are
          reasonably  likely to have a Material Adverse Effect on  such  Covered
          Person, or reduce materially the value of Collateral.

          12.10.5.  Notices and Reports Regarding Hazardous Materials.

          No  notice or report under any Environmental Law indicating a past  or
          present  spill  or  release  into the  environment  of  any  Hazardous
          Material  from  any of the real property assets of Borrower  has  been
          filed  within  the  immediately preceding four fiscal  years  of  such
          Covered  Person,  or,  to  the knowledge of such  Covered  Person,  is
          required to be filed by any Covered Person.

          12.10.6.  Hazardous Materials on Real Property.

          No  Covered Person, nor to Borrower's knowledge, any other Person, has
          at any time unlawfully released any Hazardous Material on the surface,
          below  the  surface,  or within the boundaries  of  any  of  the  real
          property  assets  of  Borrower  or  unlawfully  transported,   stored,
          disposed  of,  or generated any Hazardous Material.  Borrower  has  no
          knowledge of any Hazardous Material on the surface, below the surface,
          or  within  the  boundaries  of any of the  real  property  assets  of
          Borrower.  None of the real property assets of Borrower is subject  to
          a  Security  Interest in favor of any Governmental Authority  for  any
          liability under any Environmental Law or damages arising from or costs
          incurred  by  such Governmental Authority in response to  a  spill  or
          release of Hazardous Material into the environment.

     12.11.    Other Names.

     No  Covered  Person  has  used any name other  than  the  full  name  which
     identifies such Covered Person in this Agreement.  The only trade  name  or
     style under which a Covered Person sells Inventory or creates Accounts,  or
     to  which instruments in payment of Accounts are made payable, is the  name
     which identifies such Covered Person in this Agreement.

     12.12.    Solvency.

     Each Covered Person is Solvent.

     12.13.    Financial Statements.

     The  Financial Statements of Borrower as of November 25, 2001, are complete
     and correct in all material respects, have been prepared in accordance with
     GAAP, and fairly reflect the financial condition, results of operations and
     cash  flows  of  the Persons covered thereby as of the dates  and  for  the
     periods stated therein.

     12.14.    No Change in Condition.

     Since  the  date of the Initial Financial Statements delivered  to  Lender,
     there  has  been  no change which is reasonably likely to have  a  Material
     Adverse Effect on any Covered Person.

     12.15.    No Defaults.

     No  Covered  Person  has breached or violated or has  defaulted  under  any
     Material   Agreement,  or  has  defaulted  with  respect  to  any  Material
     Obligation of such Covered Person.  There is no Existing Default.

     12.16.    Investments.

     No  Covered  Person has any Investments in other Persons  except  Permitted
     Investments.

     12.17.    Indebtedness.

     No Covered Person has any Indebtedness except Permitted Indebtedness.

     12.18.    Indirect Obligations.

     No  Covered  Person has any Indirect Obligations except Permitted  Indirect
     Obligations.

     12.19.    Encumbrances.

     None  of the Real Property Collateral is subject to any Encumbrances except
     existing Permitted Encumbrances.

     12.20.    Operating Leases.

     No  Covered  Person  has an interest as lessee under any  Operating  Leases
     other than leases of non-material items of equipment.

     12.21.    Capital Leases.

     No  Covered  Person  has an interest as a lessee under any  Capital  Leases
     other  than  Capital Leases that do not cause a breach  of  any  limitation
     herein on Capital Expenditures by Borrower.

     12.22.    Tax Liabilities; Governmental Charges.

     Each  Covered  Person has filed or caused to be filed all tax  reports  and
     returns required to be filed by it with any Governmental Authority,  except
     where  extensions have been properly obtained or where failure to  file  is
     not  reasonably  likely to have a Material Adverse Effect on  such  Covered
     Person.   Each  Covered  Person  has paid or made  adequate  provision  for
     payment  of all Taxes of such Covered Person, except Taxes which are  being
     diligently  contested in good faith by appropriate proceedings  and  as  to
     which  such  Covered Person has established adequate reserves in conformity
     with GAAP.  No Security Interests for any such Taxes has been filed and  no
     claims  are  being  asserted  with respect to  any  such  Taxes  which,  if
     adversely determined, would have a Material Adverse Effect on such  Covered
     Person.   The period during which any assessments may be made  by  the  IRS
     with  respect to any federal income tax return filed more than three  years
     before  the Effective Date of any Covered Person has expired without waiver
     or  extension.   There  are no material unresolved  issues  concerning  any
     liability of a Covered Person for any Taxes which, if adversely determined,
     would have a Material Adverse Effect on such Covered Person.

     12.23.    Pension Benefit Plans.

     All  Pension  Benefit Plans maintained by each Covered Person or  an  ERISA
     Affiliate of such Covered Person qualify under Section 401 of the Code  and
     are  in  compliance with the provisions of ERISA.  Except with  respect  to
     events  or  occurrences which do not have and are not reasonably likely  to
     have a Material Adverse Effect on such Covered Person:

          12.23.1.  Prohibited Transactions.

          None of such Pension Benefit Plans has participated in, engaged in  or
          been  a  party to any non-exempt prohibited transaction as defined  in
          ERISA  or the Code, and no officer, director or employee of a  Covered
          Person or of an ERISA Affiliate of such Covered Person has committed a
          breach  of  any  of the responsibilities or obligations  imposed  upon
          fiduciaries by Title I of ERISA.

          12.23.2.  Claims.

          Other  than routine claims for benefits, there are no claims,  pending
          or threatened, involving any such Pension Benefit Plan by a current or
          former  employee  (or beneficiary thereof) of such Covered  Person  or
          ERISA  Affiliate of such Covered Person, nor is there  any  reasonable
          basis to anticipate any claims involving any such Pension Benefit Plan
          which  would  likely be successfully maintained against  such  Covered
          Person or ERISA Affiliate of such Covered Person.

          12.23.3.  Reporting and Disclosure Requirements.

          There  are  no  violations of any reporting or disclosure requirements
          with respect to any such Pension Benefit Plan and none of such Pension
          Benefit Plans has violated any applicable Law, including ERISA and the
          Code.

          12.23.4.  Accumulated Funding Deficiency.

          No  such Pension Benefit Plan has (i) incurred an  accumulated funding
          deficiency (within the meaning of Section 412(a) of the Code), whether
          or  not waived; (ii) been a Pension Benefit Plan with respect to which
          a Reportable Event (to the extent that the reporting of such events to
          the PBGC within thirty days of the occurrence has not been waived) has
          occurred and is continuing; or (iii) been a Pension Benefit Plan  with
          respect  to which there exist conditions or events which have occurred
          that present a significant risk of termination of such Pension Benefit
          Plan by the PBGC.

          12.23.5.  Multi-employer Plan.

          All Multi-employer Plans to which any Covered Person contributes or is
          obligated  to contribute are listed in Item 12.23.5 of the  Disclosure
          Schedule.  No Covered Person or ERISA Affiliate of such Covered Person
          has   received  notice  that  any  such  Multi-employer  Plan  is   in
          reorganization or has been terminated within the meaning of  Title  IV
          of ERISA, and no such Multi-employer Plan is reasonably expected to be
          in  reorganization or to be terminated within the meaning of Title  IV
          of ERISA.

     12.24.    Welfare Benefit Plans.

     No  Covered  Person or ERISA Affiliate of such Covered Person  maintains  a
     Welfare  Benefit Plan that has a liability which, if enforced or collected,
     would  have a Material Adverse Effect on such Covered Person.  Each Covered
     Person  and  ERISA  Affiliate of such Covered Person has  complied  in  all
     material respects with the applicable requirements of Section 4980B of  the
     Code pertaining to continuation coverage as mandated by COBRA.

     12.25.    Retiree Benefits.

     No  Covered  Person  or  ERISA  Affiliate of such  Covered  Person  has  an
     obligation  to  provide  any Person with any medical,  life  insurance,  or
     similar  benefit  following  such Person's  retirement  or  termination  of
     employment  (or  to such Person's beneficiary subsequent to  such  Person's
     death)  other  than (i) such benefits provided to Persons at such  Person's
     sole expense and (ii) obligations under COBRA.

     12.26.    Real Property.

     Item  12.26 of the Disclosure Schedule contains a correct and complete list
     of  (i) the street addresses and a general description of all real property
     owned  by  Borrower, and (ii) a list of all leases and  subleases  of  real
     property  by  Borrower, with Borrower identified for each  as  the  lessee,
     sublessee,  lessor, or sublessor, as is the case, together with the  street
     addresses and a general description of the real property involved  and  the
     names  of  the  other parties to such leases and subleases.  Each  of  such
     leases and subleases is valid and enforceable in accordance with its  terms
     and  is  in full force and effect, and no default by any party to any  such
     lease or sublease exists.

     12.27.    State of Collateral and other Property.

     Each  Covered Person has good and marketable or merchantable title  to  all
     real and personal property purported to be owned by it or reflected in  the
     Initial  Financial  Statements, except for personal property  sold  in  the
     ordinary  course  of  business  after the date  of  the  Initial  Financial
     Statements.   Attachment 1 to the Disclosure Schedule  contains  the  legal
     descriptions  from  the  most recent evidence of  title  to  all  the  real
     property in which Lender will have a Security Interest under a Mortgage  as
     provided   in  Section  9.1.   Each  tangible  Item  of  Personal  Property
     Collateral  purported to be owned by a Covered Person is in good  operating
     condition and repair and is suitable for the use to which it is customarily
     put by its owner.  Without limiting the generality of the foregoing:

          12.27.1.  Accounts.

          With  respect  to  each Account scheduled, listed or  referred  to  in
          reports  submitted  by  Borrower  to  Lender  pursuant  to  the   Loan
          Documents, except as disclosed therein: (i) the Account arose  from  a
          bona  fide transaction completed in accordance with the terms  of  any
          documents  pertaining to such transaction; (ii)  the  Account  is  not
          evidenced  by  a judgment and there is no material dispute  respecting
          it;  (iii) the amount of the Account as shown on Borrower's books  and
          records  and  all  invoices and statements which may be  delivered  to
          Lender  with  respect  thereto are actually and  absolutely  owing  to
          Borrower  and  are  not  in  any way contingent;  (iv)  there  are  no
          set-offs, counterclaims or disputes existing or asserted with  respect
          to  the  Account  and  Borrower has not made any  agreement  with  any
          Account  Debtor  for  any deduction therefrom  except  a  discount  or
          allowance  allowed by Borrower in the ordinary course of its business;
          (v)  there are no facts, events or occurrences which in any way impair
          the  validity  or  enforcement of the Account or tend  to  reduce  the
          amount payable thereunder as shown on Borrower's books and records and
          all  invoices and statements delivered to Lender with respect thereto;
          (vi)  the  Account  is  assignable; (vii) the  Account  arose  in  the
          ordinary  course of Borrower's business; (viii) the services furnished
          and/or  goods sold giving rise to the Account are not subject  to  any
          Security   Interest  except  the  first  priority  perfected  Security
          Interest   granted  to  Lender  and  except  the  Permitted   Security
          Interests;  and  (ix) there are no proceedings or  actions  which  are
          threatened or pending against the Account Debtor with respect  to  the
          Account.

          12.27.2.  Inventory.

          With  respect  to Inventory scheduled, listed or referred  to  in  any
          certificate,  schedule, list or report given by  Borrower,  except  as
          disclosed  therein:   (i)  such Inventory  (except  for  Inventory  in
          transit)  is  located  at  one or another of the  premises  listed  in
          Item  12.27.2 of the Disclosure Schedule; (ii) Borrower has  good  and
          merchantable  title to such Inventory subject to no Security  Interest
          whatsoever  except for the first priority perfected Security  Interest
          granted   to  Lender  and  except  for  existing  Permitted   Security
          Interests;  (iii) such Inventory is of good and merchantable  quality,
          free from any material defects; (iv) such Inventory is not subject  to
          any  licensing,  patent, royalty, trademark, trade name  or  copyright
          agreements  with  any  third  parties;  and  (v)  the  completion   of
          manufacture and sale or other disposition of such Inventory by  Lender
          following  an  Event of Default shall not require the consent  of  any
          Person and shall not constitute a breach or default under any contract
          or agreement to which Borrower is a party or to which the Inventory is
          subject.

          12.27.3.  Equipment.

          With  respect to the Borrower's equipment: (i) Borrower has  good  and
          marketable  title thereto; (ii) none of such equipment is  subject  to
          any Security Interests except for the first priority Security Interest
          granted  to  Lender pursuant hereto and except for Permitted  Security
          Interests; and (iii) all such equipment is in good operating condition
          and repair, ordinary wear and tear alone excepted, and is suitable for
          the  uses  to  which  customarily put in  the  conduct  of  Borrower's
          business.

          12.27.4.  Intellectual Property.

          (i)  Item  12.27.4 of the Disclosure Schedule contains a complete  and
          correct list of all of Borrower's Intellectual Property, (ii) Borrower
          owns  all right, title and interest in, under and to such Intellectual
          Property,  subject  to no licenses or any interest  therein  or  other
          agreements  relating  thereto, except for  the  applicable  Collateral
          Assignment; (iii) no Intellectual Property or grant of license  by  or
          to  Borrower  is  subject to any pending or, to Borrower's  knowledge,
          threatened challenge; (iv) to Borrower's knowledge, Borrower  has  not
          committed any patent, trademark, trade name, service mark or copyright
          infringement, and the present conduct  of Borrower's business does not
          infringe  any  patents, trademarks, trade name rights, service  marks,
          copyrights,  publication rights, trade secrets  or  other  proprietary
          rights  of any Person; and (v) there are no claims or demands  of  any
          Person  pertaining  to, or any proceedings which are  pending  or,  to
          Borrower's knowledge, threatened, which challenge Borrower's rights in
          respect  of  any  proprietary  or confidential  information  or  trade
          secrets used in the conduct of Borrower's business.

          12.27.5.  Documents, Instruments and Chattel Paper.

          All documents, instruments and chattel paper describing, evidencing or
          constituting Collateral, and all signatures and endorsements  thereon,
          are  complete,  valid, and genuine, and all goods  evidenced  by  such
          documents,  instruments and chattel paper are owned by  Borrower  free
          and  clear  of  all  Security Interests other than Permitted  Security
          Interests.

     12.28.    Chief Place of Business; Locations of Collateral.

     As of the Effective Date,

          12.28.1.

          the  only  chief executive office and the principal places of business
          of  Borrower  are  located at the places listed and so  identified  in
          Item 12.28.1 of the Disclosure Schedule;

          12.28.2.

          the  books and records of Borrower, and all of the Borrower's  chattel
          paper  and  all  records of Accounts, are located only at  the  places
          listed and so identified in Item 12.28.2 of the Disclosure Schedule.

          12.28.3.

          all  of  the  tangible Collateral (except for Inventory  which  is  in
          transit  and  the  Real Property Collateral) is located  only  at  the
          places  listed  and  so identified in Item 12.28.3 of  the  Disclosure
          Schedule.

     12.29.    Negative Pledges.

     No  Covered  Person is a party to or bound by any Contract which  prohibits
     the  creation  or existence of any Security Interest upon or assignment  or
     conveyance of any of the Collateral.

     12.30.    Security Documents.

          12.30.1.  Security Agreements.

          Each Security Agreement is effective to grant to Lender an enforceable
          Security Interest in all rights, title and interest of Borrower in the
          Personal  Property Collateral described therein.  Lender has  a  fully
          perfected  first  priority Security Interest in the Personal  Property
          Collateral  described  in each Security Agreements,  subject  only  to
          Permitted   Security  Interests  affecting  such   Personal   Property
          Collateral.

          12.30.2.  Collateral Assignments.

          Each  Collateral Assignment is effective to assign to  Lender  all  of
          Borrower's  rights,  title and interest in and  to  the  tangible  and
          intangible  property  described therein,  subject  only  to  Permitted
          Security Interests affecting the Real Property Collateral.

          12.30.3.  Mortgages.

          The  Mortgages  are  effective to grant to  Lender  legal,  valid  and
          enforceable  mortgage liens on the Real Property  Collateral.   Lender
          has  fully  perfected  first  priority  liens  on  the  Real  Property
          Collateral subject only to Permitted Security Interests affecting  the
          Real Property Collateral.

     12.31.    S Corporation.

     There  is  no  election in effect under Section 1362(a)  of  the  Code  for
     Borrower to be treated as an S Corporation as defined in Section 1361(a) of
     the Code.

     12.32.    Subsidiaries and Affiliates.

     Borrower  has no Affiliates who are not individuals and has no Subsidiaries
     other than those listed in Item 12.32 of the Disclosure Schedule.

     12.33.    Margin Stock.

     Borrower is not engaged and will not engage, principally or as one  of  its
     important  activities, in the business of extending credit for the  purpose
     of  purchasing  or carrying margin stock (within the meaning of  Regulation
     U),  and  none of the proceeds of any Advance will be used to  purchase  or
     carry  any such margin stock or to extend credit to others for the  purpose
     of  purchasing  or carrying any such margin stock or for any purpose  which
     violates, or which would be inconsistent with, the provisions of Regulation
     U   or  Regulation  G.   None  of  the  transactions  contemplated  by  any
     Acquisition Documents will violate Regulations G, T, U or X of the FRB.

     12.34.    Securities Matters.

     No  proceeds  of  any Advance will be used to acquire any security  in  any
     transaction  which  is  subject to Sections 13 and  14  of  the  Securities
     Exchange Act of 1934, as amended.

     12.35.    Investment Company Act, Etc.

     Borrower  is  not  an  investment company  registered  or  required  to  be
     registered  under  the Investment Company Act of 1940,  as  amended,  or  a
     company  controlled (within the meaning of such Investment Company Act)  by
     such  an  investment  company or an affiliated person of,  or  promoter  or
     principal underwriter for, an investment company, as such terms are defined
     in the Investment Company Act of 1940, as amended.  Borrower is not subject
     to  regulation under the Public Utility Holding Company Act  of  1935,  the
     Federal Power Act, the Interstate Commerce Act or any other Law limiting or
     regulating its ability to incur Indebtedness for money borrowed.

     12.36.    No Material Misstatements or Omissions.

     To  the best knowledge of Borrower, neither the Loan Documents, any of  the
     Financial  Statements  nor  any  statement,  list,  certificate  or   other
     information furnished or to be furnished by Borrower to in connection  with
     the Loan Documents or any of the transactions contemplated thereby contains
     any  untrue statement of a material fact, or omits to state a material fact
     necessary to make the statements therein not misleading.

     12.37.    Filings.

     All registration statements, reports, proxy statements and other documents,
     if  any,  required to be filed by Borrower with the Securities and Exchange
     Commission  pursuant  to the Securities Act of 1933, as  amended,  and  the
     Securities  Exchange  Act of 1934, as amended, have been  filed,  and  such
     filings  are  complete  and accurate and contain no  untrue  statements  of
     material  fact or omit to state any material facts required  to  be  stated
     therein  or  necessary  in  order  to  make  the  statements  therein   not
     misleading.

     12.38.    Broker's Fees.

     No  broker or finder is entitled to compensation for services rendered with
     respect  to  the loan transactions contemplated by this Agreement  and  the
     other Loan Documents.

     12.39.    Eligibility of Collateral.

     Each  Account  or  Item  of  Inventory  which  Borrower,  expressly  or  by
     implication,  requests  Lender to classify as an  Eligible  Account  or  as
     Eligible Inventory, respectively, will, as of the time when such request is
     made,  conform  in all respects to the requirements of such  classification
     set  forth  in  the  respective  definitions  of  "Eligible  Accounts"  and
     "Eligible Inventory" herein.

13.  Survival of Representations.

All  representations  and warranties in Section 12, and all representations  and
warranties  in  any  certificate delivered by Borrower  pursuant  hereto,  shall
survive execution of each of the Loan Documents and the making of every Advance,
and  may be relied upon by Lender as being true and correct as of the date  when
made  or  deemed made or reaffirmed until all of the Loan Obligations are  fully
and irrevocably paid.

14.  Affirmative Covenants.

Borrower covenants and agrees that, so long as any of the Commitments remains in
effect or any of the Loan Obligations are owing to Lenders by Borrower, Borrower
shall do, or cause to be done, the following:

     14.1.     Use of Proceeds.

     All  proceeds of the Loans shall be used by Borrower  to: (i)  provide  for
     working  capital and other general corporate purposes of Borrower  and  its
     Subsidiaries,  if any; (ii) finance capital expenditures; and  (iii)  repay
     the existing $1.6 million term loan Borrower has from Lender.

     14.2.     Corporate Existence.

     Each Covered Person shall maintain its existence in good standing and shall
     maintain in good standing its right to transact business in those states in
     which it is now or hereafter doing business, except where the failure to so
     qualify is not reasonably likely to have a Material Adverse Effect on  such
     Covered Person.  Each Covered Person shall obtain and maintain all Material
     Licenses for such Covered Person.

     14.3.     Maintenance of Property and Leases.

     Each Covered Person shall maintain in good condition and working order, and
     repair  and  replace  as  required,  all buildings,  equipment,  machinery,
     fixtures  and  other real and personal property whose useful economic  life
     has  not  elapsed and which is necessary for the ordinary  conduct  of  the
     business  of  such Covered Person.  Each Covered Person shall  maintain  in
     good  standing  and  free  of  defaults all of  its  leases  of  buildings,
     equipment,  machinery, fixtures and other real and personal property  whose
     useful  economic  life  has  not elapsed and which  is  necessary  for  the
     ordinary  conduct of the business of such Covered Person.   Borrower  shall
     not permit any of its equipment to become a fixture to real property or  an
     accession  to other personal property unless Lender has a valid,  perfected
     and  first  priority  Security Interest in such real or personal  property.
     Borrower shall not, without Lender's prior written consent, alter or remove
     any identifying symbol or number on its equipment.

     14.4.     Insurance.

     Each  Covered Person shall at all times keep insured or cause  to  be  kept
     insured,  in insurance companies having a rating of at least "A" by  Best's
     Rating Service, all property owned by it of a character usually insured  by
     others  carrying  on businesses similar to that of such Covered  Person  in
     such  manner and to such extent and covering such risks as such  properties
     are  usually  insured.   Each  Covered Person  shall  at  all  times  carry
     insurance, in insurance companies having a rating of at least "A" by Best's
     Rating  Service,  against  liability on account of  damage  to  persons  or
     property  (including  product liability insurance  and  insurance  required
     under  all  applicable workers' compensation laws) and covering  all  other
     liabilities common to such Covered Person's business, in such manner and to
     such  extent  as  such  coverage is usually carried  by  others  conducting
     businesses  similar  to  that  of such Covered  Person.   All  policies  of
     liability insurance maintained hereunder shall name Lender as an additional
     insured;  all fire and casualty policies of insurance maintained  hereunder
     shall reflect Lender's interest therein as mortgagees under a standard  New
     York  or  Union mortgagee clause.  Lender is authorized, but not obligated,
     as  the  attorney-in-fact for Borrower, (i) prior to the occurrence  of  an
     Event  of  Default,  with Borrower's consent (which consent  shall  not  be
     unreasonably  withheld), and upon the occurrence of an  Event  of  Default,
     without Borrower's consent, to adjust and compromise proceeds payable under
     such policies of insurance, (ii) to collect, receive and give receipts  for
     such  proceeds  in  the  name of Borrower, Lender,  and  (iii)  to  endorse
     Borrower's name upon any instrument in payment thereof.  Such power granted
     to   Lender  shall  be  deemed  coupled  with  an  interest  and  shall  be
     irrevocable.  All policies of insurance maintained hereunder shall  contain
     a  clause  providing  that such policies may not be  canceled,  reduced  in
     coverage  or  otherwise modified without 30 days prior  written  notice  to
     Lender.   Borrower  shall upon request of Lender at  any  time  furnish  to
     Lender  updated evidence of insurance (in the form required as a  condition
     to Lender's lending hereunder) for such insurance.

     14.5.     Payment of Taxes and Other Obligations.

     Each  Covered Person shall promptly pay and discharge or cause to  be  paid
     and  discharged,  as and when due, all Taxes lawfully assessed  or  imposed
     upon it, and all Taxes lawfully assessed upon any of the Collateral or  its
     other property, or upon the income or profits therefrom, and all claims  of
     materialmen,  mechanics, carriers, warehousemen, landlords and  other  like
     Persons  for labor, materials, supplies, storage or other items or services
     which  if unpaid might be or become a Security Interest or charge upon  any
     of  the Collateral or its other property; provided, however, that a Covered
     Person may diligently contest in good faith by appropriate proceedings  the
     validity  of  any such Taxes if Borrower has established adequate  reserves
     therefor  in conformity with GAAP on the books of such Covered Person,  and
     no  Security  Interest, other than a Permitted Security  Interest,  results
     from such non-payment.

     14.6.     Compliance With Laws.

     Each  Covered Person shall comply with all Material Laws.  Without limiting
     the generality of the foregoing:

          14.6.1.   Environmental Laws.

          Each  Covered Person shall comply in all material respects  and  shall
          use  commercially  reasonable  efforts to  ensure  compliance  in  all
          material  respects by all tenants, subtenants and other  occupants  of
          the  real  property assets of Borrower, if any, with all Environmental
          Laws.

          14.6.2.   Pension Benefit Plans.

          Each  Covered  Person and each ERISA Affiliate of such Covered  Person
          shall  at all times make prompt payments or contributions to meet  the
          minimum funding standards under ERISA and the Code with respect to any
          Pension  Benefit  Plan  maintained by such  Covered  Person  or  ERISA
          Affiliate  of  such Covered Person, and shall comply in  all  material
          respects  with  all  reporting  and disclosure  requirements  and  all
          provisions  of  the Code and ERISA applicable to any  Pension  Benefit
          Plan  maintained  by such Covered Person or ERISA  Affiliate  of  such
          Covered Person.

          14.6.3.   Employment Laws.

          Each  Covered  Person shall comply in all material respects  with  all
          requirements of all Employment Laws applicable to such Covered Person.

     14.7.     Discovery and Clean-Up of Hazardous Material.

          14.7.1.   In General.

          Upon  any  Covered  Person  receiving  notice  of  any  violation   of
          Environmental Laws or any similar notice described in Section  14.9.4,
          or upon any Covered Person otherwise discovering Hazardous Material on
          the  real  property assets of Borrower or any other property owned  or
          leased  by such Covered Person which is in violation of, or  which  is
          reasonably likely to result in liability under, any Environmental Law,
          Borrower  shall:  (i) promptly take such acts as may be  necessary  to
          prevent  danger or harm to the affected property or any person therein
          as a result of such Hazardous Material; (ii) at the request of Lender,
          and  at Borrower's sole cost and expense, obtain and deliver to Lender
          promptly,  but  in no event later than 90 days after such  request,  a
          then   currently  dated  environmental  assessment  of  the   property
          certified  to Lender and any future holder of the Loan Obligations,  a
          proposed  plan for responding to any environmental problems  described
          in  such  assessment, and an estimate of the costs thereof; and  (iii)
          take  all  necessary steps to initiate and expeditiously complete  all
          removal,  remedial, response, corrective and other action to eliminate
          any  such  environmental problems, and keep Lender  informed  of  such
          actions and the results thereof.

          14.7.2.   Asbestos Clean-Up.

          In  the event that any of the real property assets of Borrower or  any
          other  property  of  any  Covered Person contains  Asbestos  Material,
          Borrower  shall develop and implement, as soon as reasonably possible,
          an Operations and Maintenance Program (as contemplated by EPA guidance
          document  entitled  "Managing Asbestos in Place;  A  Building  Owner's
          Guide  to  Operations and Maintenance Programs for Asbestos-Containing
          Materials") for managing in place the Asbestos Material, and deliver a
          true,  correct  and complete copy of such Operations  and  Maintenance
          Program  to  Lender.  In the event that the asbestos  survey  done  in
          connection  with  developing the Operations  and  Maintenance  Program
          reveals  Asbestos  Material which, due to its condition,  location  or
          planned  building  renovation, is recommended to  be  encapsulated  or
          removed, Borrower shall promptly cause the same to be encapsulated  or
          removed  and  disposed of offsite, in either case by  a  licensed  and
          experienced  asbestos  contractor, all in accordance  with  applicable
          state,   federal  and  local  Laws.   Upon  completion  of  any   such
          encapsulation  or  removal,  Borrower  shall  deliver  to   Lender   a
          certificate  in such form as is then customarily available  signed  by
          the  consultant overseeing the activity certifying to Lender that  the
          work  has  been  completed  in compliance  with  all  applicable  Laws
          regarding notification, encapsulation, removal and disposal  and  that
          no  airborne fibers beyond permissible exposure limits remain on site.
          All  costs of such inspection, testing and remedial actions  shall  be
          paid by Borrower.

     14.8.     Termination of Pension Benefit Plan.

     No Covered Person or ERISA Affiliate of such Covered Person shall terminate
     or  amend  any  Pension Benefit Plan maintained by such Covered  Person  or
     ERISA  Affiliate  of such Covered Person if such termination  or  amendment
     would result in any liability to such Covered Person or ERISA Affiliate  of
     such  Covered  Person under ERISA or any increase in current liability  for
     the  plan  year  for which such Covered Person or ERISA Affiliate  of  such
     Covered Person is required to provide security to such Pension Benefit Plan
     under the Code.

     14.9.     Notice to Lender of Material Events.

     Borrower shall, promptly upon any Responsible Officer of Borrower obtaining
     knowledge  or notice thereof, give notice to Lender (together with  copies,
     if applicable) of (i) any breach of any of the covenants in Section 14, 15,
     or  16; (ii) any Default or Event of Default; (iii) the commencement of any
     Material  Proceeding; and (iv) any material loss of or  damage  to  any  of
     Collateral or any material part of the other assets of a Covered Person  or
     the commencement of any proceeding for the condemnation or other taking  of
     any  of  Collateral or any material part of the other assets of  a  Covered
     Person,  if Insurance/Condemnation Proceeds are likely to be payable  as  a
     consequence of such loss, damage or proceeding, or if such loss, damage  or
     proceeding is reasonably likely to have a Material Adverse Effect  on  such
     Covered Person.  In addition,

          14.9.1.

          Borrower  shall  furnish to Lender from time to time  all  information
          which  Lender  requests  with respect to the status  of  any  Material
          Proceeding.

          14.9.2.

          Borrower  shall  furnish to Lender from time to time  all  information
          which  Lender  requests  with  respect to  any  Pension  Benefit  Plan
          established  by  a Covered Person or ERISA Affiliate of  such  Covered
          Person.

          14.9.3.

          Borrower  shall deliver notice to Lender of the establishment  of  any
          Pension Benefit Plan by a Covered Person or an ERISA Affiliate of such
          Covered Person.

          14.9.4.

          Borrower  shall promptly inform Lender of its receipt of, and  deliver
          to  Lender  a  copy  of,  any (i) notice that  any  violation  of  any
          Environmental  Law  or Employment Law may have been  committed  or  is
          about  to  be  committed by any Covered Person, (ii) notice  that  any
          administrative  or judicial complaint or order has been  filed  or  is
          about  to  be filed against any Covered Person alleging violations  of
          any  Environmental  Law  or Employment Law or requiring  such  Covered
          Person  to  take  any  action in connection with the  release  of  any
          Hazardous  Material  into  the  environment,  (iii)  notice   from   a
          Governmental Authority or private party alleging that a Covered Person
          may  be liable or responsible for costs associated with a response  to
          or  cleanup of a release of Hazardous Material into the environment or
          any  damages  caused  thereby, (iv) notice that a  Covered  Person  is
          subject  to  federal,  state  or  local  investigation  regarding  the
          improper transportation, storage, disposal, generation or release into
          the  environment  of any Hazardous Material, or (v)  notice  that  any
          properties  or  assets of a Covered Person are subject to  a  Security
          Interest  in  favor  of any Governmental Authority for  any  liability
          under  any Environmental Law or damages arising from or costs incurred
          by  such  Governmental Authority in response to a release of Hazardous
          Material into the environment.

          14.9.5.

          Borrower  shall  deliver  to Lender notice  of  the  following  events
          promptly  after they occur:  (i) the failure of any Covered Person  or
          ERISA   Affiliate  of  such  Covered  Person  to  make  any   required
          installment or any other required payment to any Pension Benefit  Plan
          in  sufficient amount to comply with ERISA and the Code on  or  before
          the  due date for such installment or payment; (ii) the occurrence  of
          any  Reportable  Event,  or  a prohibited transaction  or  accumulated
          funding deficiency (as those terms are defined in ERISA), with respect
          to  any Pension Benefit Plan maintained or contributed to by a Covered
          Person or ERISA Affiliate of such Covered Person; (iii) receipt  by  a
          Covered Person or ERISA Affiliate of such Covered Person of any notice
          from  a  Multi-employer  Plan regarding the imposition  of  withdrawal
          liability; and (iv) receipt by a Covered Person or ERISA Affiliate  of
          such  Covered  Person of any notice of the institution, or  a  Covered
          Person's  expectancy of the institution, of any proceeding or  receipt
          by  such  Covered Person or ERISA Affiliate of such Covered Person  of
          any  notice of the taking, or such Covered Person's expectancy of  the
          taking, of any other action which may result in the termination of any
          Pension  Benefit  Plan maintained or contributed to  by  such  Covered
          Person or ERISA Affiliate of such Covered Person, or the withdrawal or
          partial  withdrawal  by a Covered Person or ERISA  Affiliate  of  such
          Covered  Person  from  any Pension Benefit Plan,  and  the  filing  or
          receipt by a Covered Person or ERISA Affiliate of such Covered  Person
          of  any such notice and filing or receipt of all subsequent reports or
          notices  under  ERISA  with or from the IRS,  the  PBGC,  or  the  DOL
          relating  to  the  same; and, in addition to such notice,  deliver  to
          Lender  a  certificate of a Responsible Officer of  Borrower,  setting
          forth  details  as  to such events and the action  that  the  affected
          Covered  Person or ERISA Affiliate of such Covered Person proposes  to
          take  with respect thereto.   For purposes of this Section, a  Covered
          Person  and any ERISA Affiliate of such Covered Person shall be deemed
          to know all facts known by the administrator of any Plan of which such
          Covered  Person or any ERISA Affiliate of such Covered Person  is  the
          plan sponsor.

          14.9.6.

          Borrower  shall  promptly deliver to Lender notice of any  default  or
          event of default, or the occurrence of any event which would with  the
          passage  of time, giving of notice or otherwise, constitute a  default
          or event of default with respect to any of the Permitted Indebtedness.

          14.9.7.

          Borrower  shall promptly deliver notice to Lender of the assertion  by
          the  holder  of any securities of a Covered Person or any Indebtedness
          of  a  Covered Person in an outstanding principal amount in excess  of
          $100,000  that  a  default exists with respect thereto  or  that  such
          Covered Person is not in compliance with the terms thereof, or of  the
          threat  or  commencement  by  such holder of  any  enforcement  action
          because of such asserted default or noncompliance.

          14.9.8.

          Borrower shall, promptly after becoming aware thereof, deliver  notice
          to Lender of any pending or threatened strike, work stoppage, material
          unfair  labor practice claim or other material labor dispute affecting
          a Covered Person.

          14.9.9.

          Borrower shall promptly deliver notice to Lender of any change in  the
          name,  state of incorporation, or form of organization of any  Covered
          Person, or the trade names or styles under which a Covered Person will
          sell  Inventory or create Accounts, or to which instruments in payment
          of  Accounts  may  be  made payable, at least 30 days  prior  to  such
          change.

          14.9.10.

          Borrower shall, promptly after becoming aware thereof, deliver  notice
          to Lender of any event that has had or is reasonably likely to have  a
          Material Adverse Effect on any Covered Person.

          14.9.11.

          Borrower shall, promptly after becoming aware thereof, deliver  notice
          to  Lender  of  an  actual,  alleged, or potential  violation  of  any
          Material  Law  applicable to a Covered Person or any of Collateral  or
          any material part of other property of a Covered Person.

          14.9.12.

          Borrower  shall  notify  Lender promptly in writing  of  any  fact  or
          condition  of  which Borrower is aware which materially and  adversely
          affects  the  value  of  Collateral, including  any  adverse  fact  or
          condition  or  the  occurrence  of any  event  which  causes  loss  or
          depreciation in the value of any Item of Collateral, and the amount of
          such  loss  or  depreciation.  Borrower shall provide such  additional
          information to Lender regarding the amount of any loss or depreciation
          in value of Collateral as Lender may request from time to time.

     14.10.    Borrowing Officer.

     Borrower  shall  keep  on  file with Lender at  all  times  an  appropriate
     instrument naming each Borrowing Officer.

     14.11.    Maintenance of Security Interests of Security Documents.

          14.11.1.  Preservation and Perfection of Security Interests.

          Borrower shall promptly, upon the reasonable request of Lender and  at
          Borrower's  expense, execute, acknowledge and deliver,  or  cause  the
          execution,  acknowledgment and delivery of,  and  thereafter  file  or
          record  in  the  appropriate  governmental  office,  any  document  or
          instrument  supplementing  or confirming  the  Security  Documents  or
          otherwise  deemed necessary by Lender to create, preserve  or  perfect
          any  Security  Interest  purported  to  be  created  by  the  Security
          Documents or to fully consummate the transactions contemplated by  the
          Loan  Documents.  The foregoing actions by Borrower shall include  (i)
          filing  financing or continuation statements, and amendments  thereof,
          in  form  and  substance satisfactory to Lender;  (ii)  delivering  to
          Lender  the  original  certificates of title for  motor  vehicles,  or
          applications  therefor duly executed, with Lender's Security  Interest
          properly  shown thereon; (iii) delivering to Lender the  originals  of
          all instruments, documents and chattel paper, and all other Collateral
          of which Lender determines it should have physical possession in order
          to  perfect  and  protect  Lender's Security Interest   therein,  duly
          endorsed or assigned to Lender without restriction; (iv) delivering to
          Lender  warehouse  receipts  covering any portion  of  the  Collateral
          located in warehouses and for which warehouse receipts are issued; (v)
          transferring  Inventory  to  warehouses  designated  by  Lender;  (vi)
          delivering to Lender all letters of credit on which Borrower is  named
          beneficiary;  (vii)  placing  a durable notice  of  the  existence  of
          Lender's Security Interest , acceptable to Lender, upon such items  of
          the  Collateral  as  are designated by Lender; and  (viii)  placing  a
          notice of the existence of Lender's Security Interest , acceptable  to
          Lender,  upon those writings evidencing the Collateral and  the  books
          and records of Borrower pertaining to the Collateral, as designated by
          Lender.

          14.11.2.  Collateral Held Off Borrower's Premises.

          If  at any time any Collateral is located on any premises that are not
          owned by Borrower, then Borrower shall obtain written waivers, in form
          and  substance  satisfactory to Lender,  of  all  present  and  future
          Security  Interests to which the owner or lessor or any  mortgagee  of
          such  premises  may be entitled to assert against the Collateral.   If
          any  Collateral  is  at any time in the possession  or  control  of  a
          warehouseman,  bailee or any of Borrower's agents or processors,  then
          Borrower  shall notify Lender thereof and shall notify such Person  of
          Lender's  Security  Interest  in such Collateral  and,  upon  Lender's
          request, instruct such Person to hold all such Collateral for Lender's
          account subject to Lender's instructions.

          14.11.3.  Compliance With Terms of Security Documents.

          Borrower  shall comply with all of the terms, conditions and covenants
          in the Security Documents to which Borrower is a party.

     14.12.    Accounting System.

     Each  Covered Person shall maintain a system of accounting established  and
     administered  in accordance with GAAP.  Without limiting the generality  of
     the foregoing:

          14.12.1.  Account Records.

          Each  Covered  Person  shall  maintain a record  of  Accounts  at  its
          principal place of business that itemize each Account of such  Covered
          Person and describe the names and addresses of the Account Debtors  on
          such  Accounts,  all  relevant  invoice numbers,  invoice  dates,  and
          shipping dates, and the due dates, collection histories, and aging  of
          such Accounts.

          14.12.2.  Inventory Records.

          Each Covered Person shall maintain an inventory system satisfactory to
          Lender.

     14.13.    Financial Statements.

     Borrower shall deliver to Lender:

          14.13.1.  Annual Financial Statements.

          Within 120 days after the close of each fiscal year of Borrower, year-
          end  consolidated and consolidating Financial Statements  of  Borrower
          and its Subsidiaries, containing an audit report without qualification
          by  an  independent  certified  public  accounting  firm  selected  by
          Borrower and satisfactory to Lender, and in each case accompanied by a
          Compliance Certificate of the Chief Financial Officer of Borrower.

          14.13.2.  Quarterly Financial Statements.

          Within  60  days  after  the end of each fiscal quarter  of  Borrower,
          unaudited  consolidated  and  consolidating  Financial  Statements  of
          Borrower  and  its Subsidiaries for the quarters not  covered  by  the
          latest  year-end Financial Statements, in each case accompanied  by  a
          Compliance Certificate of the Chief Financial Officer of Borrower.

          14.13.3.  Monthly Financial Statements.

          Within  30  days  after the end of each month, unaudited  consolidated
          Financial Statements of Borrower and its Subsidiaries for each of  the
          months  not  covered by the latest year-end Financial  Statements,  in
          each  case  accompanied  by (i) a statement comparing  such  Financial
          Statements  with  budgeted projections for  such  month  and  for  the
          elapsed  portion  of the fiscal year of Borrower as contained  in  the
          annual  budget  prepared  for  such  fiscal  year,  (ii)  a  statement
          comparing  the statements delivered pursuant to clause (i) above  with
          the  statements  for  the  equivalent months  and  equivalent  elapsed
          periods  during  the prior year of Borrower, and (iii)  a  summary  of
          significant items discussed at any meetings of the Board of  Directors
          of Borrower held during such month.

     Each  Compliance Certificate shall be in the form of Exhibit  14.13,  shall
     contain detailed calculations of the financial measurements referred to  in
     Section  16 for the relevant periods, and shall contain statements  by  the
     signing  officer  to  the  effect that, except as explained  in  reasonable
     detail   in   such  Compliance  Certificate,  (i)  the  attached  Financial
     Statements  are complete and correct in all material respects (subject,  in
     the  case  of  Financial Statements other than annual, to  normal  year-end
     audit  adjustments) and have been prepared in accordance with GAAP  applied
     consistently throughout the periods covered thereby and with prior  periods
     (except  as  disclosed  therein),  (ii)  all  of  the  representations  and
     warranties of Borrower contained in this Agreement and other Loan Documents
     are  true and correct as of the date such certification is given as if made
     on  such  date, and (iii) there is no Existing Default.  If any  Compliance
     Certificate delivered to Lender discloses that a representation or warranty
     is not true and correct, or that a Default or Event of Default has occurred
     that  has not been waived in writing by Lender, such Compliance Certificate
     shall state what action Borrower has taken or proposes to take with respect
     thereto.

     14.14.    Borrowing Base Certificate.

     On  the Effective Date and periodically thereafter, but not less often than
     monthly  within  15  days  after the end of each month,  a  borrowing  base
     certificate  in substantially the form of Exhibit 14.14 duly completed  and
     signed by the chief financial officer of Borrower.

     14.15.    Audits by Lender.

     Lender  or Persons authorized by and acting on behalf of Lender may at  any
     time and from time to time during normal business hours audit the books and
     records, and inspect any of the property, of each Covered Person from  time
     to  time  upon reasonable notice to such Covered Person, and in the  course
     thereof  may make copies or abstracts of such books and records and discuss
     the affairs, finances and books and records of such Covered Person with its
     accountants,  officers and employees.  Each Covered Person shall  cooperate
     with  Lender  and  such  Persons in the conduct of such  audits  and  shall
     deliver  to  Lender any instrument necessary for Lender to  obtain  records
     from  any  service  bureau  maintaining records for  such  Covered  Person.
     Borrower  shall  reimburse  Lender  for all  costs  and  expenses  actually
     incurred  by  it in conducting each audit; provided, however,  that  if  an
     Event  of Default has not occurred, such reimbursement for each such  audit
     shall  be  limited  to $500 per day per person involved in  conducting  the
     audit plus Lender's other actual out-of-pocket expenses.

     14.16.    Verification of Accounts and Notices to Account Debtors.

     Upon  an Event of Default, Lender shall have the right at any time and from
     time to time, after first giving either oral or written notice to Borrower,
     to  verify  the  validity and amount of any Account and  any  other  matter
     relating to an Account, by communicating in writing or orally directly with
     the  Account  Debtor  or  any  Person who  represents  or  Lender  believes
     represents the Account Debtor.

     14.17.    Access to Officers and Auditors.

     Each  Covered  Person  shall permit any Lender and  Persons  authorized  by
     Lender to discuss the affairs, finances and accounts of such Covered Person
     with  its  officers  and  independent  auditors  as  often  as  Lender  may
     reasonably request, and such Covered Person shall direct such officers  and
     independent  auditors to cooperate with Lender and make full disclosure  to
     Lender  of  those  matters that they may deem relevant  to  the  continuing
     ability of Borrower timely to pay and perform the Loan Obligations.  Lender
     agrees  that it will not disclose to third parties any information that  it
     obtains  about Borrower or its operations or finances other than its  legal
     counsel  and  other  professional advisors, or  in  litigation  or  similar
     proceedings, in connection with enforcement or interpretation of any of the
     Loan  Documents.  Lender may, however, disclose such information to all  of
     their   respective   officers,  attorneys,  auditors,   accountants,   bank
     examiners,  agents  and  representatives who  have  a  need  to  know  such
     information  in  connection  with  the  administration,  interpretation  or
     enforcement  of  the Loan Documents or the lending and collection  activity
     contemplated  therein or to the extent required by Law  or  a  Governmental
     Authority.  Lender shall advise such persons that such information is to be
     treated as confidential.  Lender may also disclose such information in  any
     documents  that  it  files in any legal proceeding to  pursue,  enforce  or
     preserve  its  rights under the Loan Documents to the extent that  Lender's
     counsel  advises  in writing that such disclosure is reasonably  necessary.
     Lender's non-disclosure obligation shall not apply to any information  that
     (i) is disclosed to Lender by a third party not affiliated with or employed
     by  Borrower  who  does not have a commensurate duty of non-disclosure,  or
     (ii) becomes publicly known other than as a result of disclosure by Lender.

     14.18.    Further Assurances.

     Borrower  shall execute and deliver, or cause to be executed and delivered,
     to  Lender  such documents and agreements, and shall take or  cause  to  be
     taken  such actions, as Lender may from time to time reasonably request  to
     carry  out  the terms and conditions of this Agreement and the  other  Loan
     Documents.

     14.19.    Future Subsidiaries Shall Become Guarantors.

     In  the  event  Borrower  organizes, creates or  acquires  any  Subsidiary,
     contemporaneous  with  the organization, creation or  acquisition  of  such
     Subsidiary the applicable Covered Person and such Subsidiary shall  execute
     and  deliver to Lender a guarantee of payment and performance of  the  Loan
     Obligations.

15.  Negative Covenants.

      Borrower covenants and agrees that, while any of the Commitments remain in
effect or any of the Loan Obligations are owing to Lender by Borrower or any  of
the  Letters  of  Credit  are  outstanding,  Borrower  shall  not,  directly  or
indirectly, do any of the following, or permit any Covered Person to do  any  of
the following, without the prior written consent of Lender:

     15.1.     Investments.

     Make any Investments in any other Person except the following:

          15.1.1.

          Investments   in   (i)  interest-bearing  United   States   government
          obligations; (ii) certificates of deposit issued by any Lender;  (iii)
          certificates  of  deposit  issued  by  and  time  deposits  with   any
          commercial bank chartered under the laws of the United States  or  any
          state   thereof   having  capital  and  surplus  of  not   less   than
          $500,000,000;  (iv)  prime commercial paper  rated  A1  or  better  by
          Standard  and  Poor's  Corporation or Prime P1 or  better  by  Moody's
          Investor  Service, Inc.; (v) agreements involving the sale to Borrower
          of United States government securities and their guarantied repurchase
          the  next Business Day by a Qualified Financial Institution;  or  (vi)
          existing  Investments by LaBarge, Inc. in LaBarge/STC,  Inc.,  LaBarge
          Wireless, Inc., LaBarge OCS, Inc., and Norwood Abbey, Ltd.

          15.1.2.

          Accounts  arising in the ordinary course of business  and  payable  in
          accordance with Borrower's customary trade terms.

     15.2.     Indebtedness.

     Create,  incur, assume, or allow to exist any Indebtedness of any  kind  or
     description, except the following:

          15.2.1.

          Indebtedness  to  trade creditors incurred in the ordinary  course  of
          business,  to the extent that it is not overdue past the original  due
          date by more than 90 days.

          15.2.2.

          The Loan Obligations.

          15.2.3.

          Other Indebtedness to Lender.

          15.2.4.

          Indebtedness secured by Permitted Security Interests.

          15.2.5.

          The Subordinated Indebtedness.

          15.2.6.

          The Indebtedness of Borrower to the City of Joplin, Missouri, existing
          on the Effective Date.

          15.2.7.

          The  Indebtedness  of  Borrower  to the Arkansas  Development  Finance
          Authority  with  respect  to  the expansion  of  Borrower's  plant  in
          Berryville, Arkansas.

     15.3.     Prepayments.

     Voluntarily prepay any Indebtedness other than (a) the Loan Obligations  in
     accordance with the terms of the Loan Documents, and (b) trade payables  in
     the ordinary course of business.

     15.4.     Indirect Obligations.

     Create,  incur,  assume or allow to exist any Indirect  Obligations  except
     Indirect  Obligations  existing  on the Effective  Date  and  disclosed  in
     Item 12.18 of the Disclosure Schedule.

     15.5.     Security Interests.

     Create, incur, assume or allow to exist any Security Interest upon  all  or
     any  part  of  its  property,  real or personal,  now  owned  or  hereafter
     acquired,  except  in  connection  with  Permitted  Acquisitions  and   the
     following ("Permitted Security Interests"):

          15.5.1.

          Security Interests for taxes, assessments or governmental charges  not
          delinquent  or  being  diligently  contested  in  good  faith  and  by
          appropriate  proceedings  and  for which  adequate  book  reserves  in
          accordance with GAAP are maintained.

          15.5.2.

          Security Interests arising out of deposits in connection with workers'
          compensation  insurance, unemployment insurance, old age pensions,  or
          other social security or retirement benefits legislation.

          15.5.3.

          Deposits  or  pledges to secure bids, tenders, contracts  (other  than
          contracts  for  the payment of money), leases, statutory  obligations,
          surety  and appeal bonds, and other obligations of like nature arising
          in the ordinary course of business.

          15.5.4.

          Security  Interests imposed by any Law, such as mechanics', workmen's,
          materialmen's, landlords', carriers', or other like Security Interests
          arising  in  the ordinary course of business which secure  payment  of
          obligations  which  are  not past due or which  are  being  diligently
          contested  in  good  faith by appropriate proceedings  and  for  which
          adequate book reserves in accordance with GAAP are maintained.

          15.5.5.

          Purchase  money  Security Interests securing payment of  the  purchase
          price of capital assets acquired by Borrower after the Effective  Date
          in an amount not to exceed $500,000 in the aggregate.

          15.5.6.

          Security Interests of customers of Borrower in items of Inventory  for
          the  manufacture  of  which  such  customers  have  paid  deposits  to
          Borrower,  to the extent such Security Interests secure the  repayment
          of such deposits.

          15.5.7.

          Security Interests securing the Loan Obligations in favor of Lender.

          15.5.8.

          Security  Interests existing on the Effective Date that are  disclosed
          in  Item  12.27  of  the Disclosure Schedule and are  satisfactory  to
          Lender.

     15.6.     Acquisitions.

     Acquire  any  stock,  partnership interest, membership  interest  or  other
     equity  interest  in  a Person, or acquire all or a material  part  of  the
     assets  of  a Person, except asset acquisitions in the ordinary  course  of
     business that are not otherwise prohibited herein.

     15.7.     Transactions With Affiliates.

     Enter  into or be a party to any transaction or arrangement, including  the
     purchase, sale or exchange of property of any kind or the rendering of  any
     service,  with  any  Affiliate,  or make  any  loans  or  advances  to  any
     Affiliate.   If there is no Existing Default, however, Borrower may  engage
     in the such transactions in the ordinary course of business and pursuant to
     the  reasonable  requirements of its business and on  fair  and  reasonable
     terms substantially as favorable to it as those which it could obtain in  a
     comparable arm's-length transaction with a non-Affiliate.

     15.8.     Distributions.

     At  any  time  when  there is an Existing Default, directly  or  indirectly
     declare  or  make,  or incur any liability to make, any Distribution.   For
     purposes of this Section, a "Distribution" means and includes (i) any  cash
     dividend,  (ii)  any  acquisition or redemption of any  outstanding  stock,
     (iii)  any  retirement  or  prepayment  of  debt  securities  before  their
     regularly  scheduled  maturity dates, and (iv) any loan  or  advance  to  a
     shareholder.

     15.9.     Change of Control.

     Merge  or consolidate with or into another Person, or permit any Person  or
     Group to become the record or beneficial owner, directly or indirectly,  of
     securities  representing  50% or more of the  voting  power  of  Borrower's
     outstanding securities having the power to vote, or acquiring the power  to
     elect a majority of the Board of Directors of Borrower.

     15.10.    Capital Structure; Equity Securities.

     Make any change in its capital structure which has or could have a Material
     Adverse  Effect  on Borrower; or create any new class of stock,  issue  any
     stock, or issue any other equity securities, or non-equity securities  that
     are  convertible  into  equity securities, except common  stock  and  other
     securities  that  are  subordinated in right of payment  to  all  the  Loan
     Obligations in a manner satisfactory to Lender.

     15.11.    Conflicting Agreements.

     Enter  into any agreement, that would, if fully complied with by it, result
     in a Default or Event of Default either immediately or upon the elapsing of
     time.

     15.12.    Transactions Having a Material Adverse Effect.

     Enter  into  any transaction which has or is reasonably likely  to  have  a
     Material Adverse Effect on Borrower.

     15.13.    Disposal of Assets.

     Sell,  transfer, exchange, lease, or otherwise dispose of any of its assets
     except   sales   of   Inventory  in  the  ordinary  course   of   business.
     Notwithstanding  the  foregoing, Borrower may sell, transfer  or  otherwise
     dispose  of  obsolete  and unusable equipment, and may  sell,  transfer  or
     otherwise  dispose of other assets having an orderly liquidation  value  no
     greater than $250,000 in the aggregate in any fiscal year of Borrower.

16.  Financial Covenants.

     16.1.     Special Definitions.

     As  used  in this Section 16 and elsewhere in this Agreement, the following
     capitalized terms have the following meanings:

           "Current Assets" means, at any date, current assets as determined  in
     accordance with GAAP.

           "Current  Liabilities"  means, at any date,  current  liabilities  as
     determined  in  accordance  with  GAAP but  excluding  the  amount  of  the
     Revolving Loans.

           "EBITDA" means, for any period of calculation, an amount equal to the
     sum of the following, calculated without duplication and after exclusion of
     any  amount  that has been allocated to Borrower from NotiCom L.L.C.:   (i)
     net  income,  (ii)  federal,  state and local  income  tax  expense,  (iii)
     interest expense, (iv) depreciation and amortization expense, (v) losses on
     the  sale or other disposition of assets, (vi) extraordinary losses,  minus
     (a) gains on the sale or other disposition of assets, and (b) extraordinary
     gains, all calculated for such period.

           "Fixed  Charges"  means,  for any period of calculation  and  without
     duplication, the sum of (i) Interest Expense in such period, (ii)  the  sum
     of  all payments on long term Indebtedness of Borrower scheduled to be made
     in such period, (iii) federal, state and local income taxes payable in such
     period,  (iv)  Capital Expenditures made in such period, and (v)  dividends
     paid or declared in such period.

          "Funded Debt" means, at any date, the sum of all Indebtedness plus the
     unamortized capitalized amount of all Capital Leases.

          "Interest Expense" means, for any period of calculation, all interest,
     whether paid in cash or accrued as a liability, but without duplication, on
     Indebtedness during such period.

           "Net  Worth"  means,  at  any  date:  (a)  the  book  value  (net  of
     depreciation,  obsolescence,  amortization,  valuation  and  other   proper
     reserves  determined  in  accordance with GAAP)  at  which  the  assets  of
     Borrower  would  be  shown  on a balance sheet at  such  date  prepared  in
     accordance with GAAP; less (b) the amount at which all liabilities would be
     shown  on  such  balance sheet, including as liabilities all  reserves  for
     contingencies and other potential liabilities which would be shown on  such
     balance sheet or disclosed in the notes thereto.

           "Senior  Funded Debt" means the amount of all Funded Debt  (excluding
     all Subordinated Indebtedness).

     16.2.     Capital Expenditures.

     Borrower   shall   not   make  Capital  Expenditures   (including   Capital
     Expenditures  made  in Permitted Acquisitions, and the Capital  Expenditure
     Equivalent  of  Capital Leases entered into) that in the  aggregate  exceed
     $4,000,000  in  any one fiscal year of Borrower.  The "Capital  Expenditure
     Equivalent" of a Capital Lease entered into in any fiscal year of  Borrower
     shall  be  the  amount  which would have been the  aggregate  cost  of  the
     property leased if it had been purchased instead.

     16.3.     Minimum Fixed Charge Coverage.

     The  ratio of Borrower's EBITDA to Fixed Charges, calculated at the end  of
     each  fiscal quarter of Borrower ended on the basis of the four consecutive
     fiscal quarters then ended, shall not be less than 1.25 to 1.00.

     16.4.     Minimum Net Worth.

     Borrower's Net Worth as of the end of each fiscal quarter of Borrower shall
     not be less than $24,000,000 plus 50% of cumulative net income (but not any
     net loss) of Borrower for all fiscal quarters of Borrower ended on or after
     July 1, 2002.

     16.5.     Maximum Senior Funded Debt to EBITDA Ratio.

     The  ratio of Borrower's Senior Funded Debt to Borrower's EBITDA calculated
     at  the  end of each fiscal quarter of Borrower on the basis of the  twelve
     consecutive  calendar months then ended shall not be greater than  2.50  to
     1.00.

17.  Default.

     17.1.     Events of Default.

     Any one or more of the following shall constitute an Event of Default:

          17.1.1.   Failure to Pay Principal or Interest.

          Failure by Borrower to make any principal or interest payment  on  the
          Loans when due under the Loan Documents.

          17.1.2.   Failure to Pay Other Amounts Owed to Lender.

          Failure  of  Borrower to pay any of the Loan Obligations  (other  than
          principal or interest on the Loans) or any other amount owed to Lender
          within  five Business Days after notice from Lender that the  same  is
          due.

          17.1.3.   Failure to Pay Amounts Owed to Other Persons.

          Failure  of  Borrower  to  make any payment  due  on  Indebtedness  of
          Borrower over $500,000 to any Person other than Lender which continues
          unwaived beyond any applicable grace period specified in the documents
          evidencing such Indebtedness.

          17.1.4.   Acceleration of Other Indebtedness.

          Any  Obligation of Borrower (other than the Loan Obligations) for  the
          payment  of  borrowed money in an amount over $500,000 becomes  or  is
          declared  to be due and payable or required to be prepaid (other  than
          by  a regularly scheduled payment or prepayment) prior to the original
          maturity thereof as a consequence of a default with respect thereto by
          Borrower.

          17.1.5.   Representations or Warranties.

          Any  representation  or warranty made or deemed made  by  Borrower  to
          Lender  under  any of the Loan Documents is discovered  to  have  been
          false  in  any  material respect when made and  is  not  cured  within
          fifteen Business Days after notice thereof from Lender to Borrower.

          17.1.6.   Certain Covenants.

          Failure  of  Borrower to comply with the covenants  in  Section  14.1,
          14.8, 14.13, or 14.17.

          17.1.7.   Financial Covenants.

          Failure  of Borrower to cure a violation of Section 16 within 30  days
          after the end of the applicable fiscal quarter of Borrower.

          17.1.8.   Other Covenants.

          Failure of Borrower to comply with any of the provisions of any of the
          Loan  Documents that are applicable to it (other than a failure  which
          constitutes  an Event of Default under any of Sections 17.1.1  through
          17.1.6) which is not remedied or waived in writing by Lender within 30
          days after notice thereof from Lender to Borrower.

          17.1.9.   Default Under Other Agreements.

          The  occurrence of any default or event of default under any agreement
          to  which  Borrower  is a party which continues  unwaived  beyond  any
          applicable  grace  period  provided therein and  either  (i)  involves
          Obligations  of  Borrower greater than $500,000  or  (ii)  has  or  is
          reasonably likely to have a Material Adverse Effect on Borrower.

          17.1.10.  Bankruptcy; Insolvency; Etc.

          Borrower (i) fails to pay, or admits in writing its inability to  pay,
          its debts generally as they become due, or otherwise becomes insolvent
          (however  evidenced); (ii) makes a general assignment for the  benefit
          of  creditors;  (iii) files a petition in bankruptcy,  is  adjudicated
          insolvent  or bankrupt, petitions or applies to any tribunal  for  any
          receiver  or  any trustee of Borrower or any substantial part  of  its
          property; (iv) commences any proceeding relating to Borrower under any
          reorganization,  arrangement, readjustment  of  debt,  dissolution  or
          liquidation  law  or  statute  of any  jurisdiction,  whether  now  or
          hereafter  in effect; (v) has commenced against it any such proceeding
          which  remains undismissed for a period of ninety days, or by any  act
          indicates  its consent to, approval of, or acquiescence  in  any  such
          proceeding or the appointment of any receiver of or any trustee for it
          or   any  substantial  part  of  its  property,  or  allows  any  such
          receivership or trusteeship to continue undischarged for a  period  of
          ninety (90) days; or (vi) takes any corporate action to authorize  any
          of the foregoing.

          17.1.11.  Judgments; Attachment; Etc.

          Any one or more judgments or orders is entered against Borrower or any
          attachment  or  other levy is made against the property  of  Borrower,
          including  but not limited to Collateral, with respect to a  claim  or
          claims  involving  in the aggregate liabilities  (not  paid  or  fully
          covered  by insurance, less the amount of deductibles satisfactory  to
          Lender) greater than $100,000 becomes final and non-appealable  or  if
          timely  appealed  is  not fully bonded and collection  thereof  stayed
          pending the appeal.

          17.1.12.  Pension Benefit Plan Termination, Etc.

          Any  termination by the PBGC of a Pension Benefit Plan of Borrower  or
          an  ERISA  Affiliate of Borrower or the appointment by the appropriate
          United  States District Court of a trustee to administer  any  Pension
          Benefit  Plan  of  Borrower or an ERISA Affiliate of  Borrower  or  to
          liquidate  any Pension Benefit Plan of Borrower or an ERISA  Affiliate
          of  Borrower;  or any event which constitutes grounds either  for  the
          termination  of  any  Pension Benefit Plan of  Borrower  or  an  ERISA
          Affiliate  of  Borrower  by  PBGC  or  for  the  appointment  by   the
          appropriate United States District Court of a trustee to administer or
          liquidate  any Pension Benefit Plan of Borrower or an ERISA  Affiliate
          of  Borrower has occurred and is continuing for 30 days after Borrower
          has  notice  of  any such event; or any voluntary termination  of  any
          Pension  Benefit  Plan of Borrower or an ERISA Affiliate  of  Borrower
          which is a defined benefit pension plan as defined in Section 3(35) of
          ERISA  while  such  defined benefit pension plan  has  an  accumulated
          funding deficiency, unless Lender has been notified of such intent  to
          voluntarily  terminate such plan and Lender has given its consent  and
          agreed  that  such event shall not constitute an Event of Default;  or
          the  plan administrator of any Pension Benefit Plan of Borrower or  an
          ERISA  Affiliate of Borrower applies under Section 412(d) of the  Code
          for a waiver of the minimum funding standards of Section 412(1) of the
          Code and Lender determines that the substantial business hardship upon
          which  the application for such waiver is based could subject Borrower
          or  any  ERISA  Affiliate  of Borrower to a  liability  in  excess  of
          $100,000.

          17.1.13.  Liquidation or Dissolution.

          Borrower files a certificate of dissolution under applicable state law
          or  is liquidated or dissolved, or has commenced against it any action
          or  proceeding  for  its  liquidation or  dissolution,  or  takes  any
          corporate action in furtherance thereof.

          17.1.14.  Seizure of Assets.

          All  or  any material part of the property of Borrower, including  but
          not  limited to Collateral, is nationalized, expropriated,  seized  or
          otherwise appropriated, or custody or control of such property  or  of
          Borrower is assumed by any Governmental Authority, unless the same  is
          being  contested  in good faith by appropriate proceedings  diligently
          pursued and a stay of enforcement is in effect.

          17.1.15.  Racketeering Proceeding.

          There is filed against Borrower any civil or criminal action, suit  or
          proceeding under any federal or state racketeering statute (including,
          without  limitation, the Racketeer Influenced and Corrupt Organization
          Act of 1970), which action, suit or proceeding is not dismissed within
          120 days and could result in the confiscation or forfeiture of any  of
          Collateral or any material part of other property of Borrower.

          17.1.16.  Loan Documents; Security Interests.

          For  any  reason (other than the failure of Lender to take any  action
          available  to  it  to create or maintain perfection  of  the  Security
          Interests created in favor of Lender) any Loan Document ceases  to  be
          in  full  force  and effect or any Security Interest  on  any  of  the
          Collateral  is not or ceases to be valid, perfected and prior  to  all
          other  Security  Interests  (other than  relevant  Permitted  Security
          Interests) or is terminated, revoked or declared void or invalid.

          17.1.17.  Loss to Collateral.

          Any  loss,  theft,  damage or destruction of any of Collateral  occurs
          which  is  not covered by insurance as required herein and has  or  is
          reasonably likely to have a Material Adverse Effect on Borrower.

          17.1.18.  Material Adverse Change.

          There  occurs  any  material adverse change  in  Borrower's  property,
          business, operation, or condition (financial or otherwise),  or  there
          occurs  any event which has or is reasonably likely to have a Material
          Adverse Effect on Borrower.

     17.2.     Rights and Remedies Upon an Event of Default.

          17.2.1.   Cancellation of Commitments.

          Upon   the   occurrence   of  an  Event  of   Default   described   in
          Section  17.1.10,  the  Commitments shall be deemed  canceled  without
          presentment,  demand or notice of any kind.  Upon any other  Event  of
          Default,   and  at  any  time  thereafter,  Lender  may   cancel   the
          Commitments.  Such cancellation may be without demand or notice of any
          kind, which Borrower expressly waives.

          17.2.2.   Acceleration.

          Upon   the   occurrence   of  an  Event  of   Default   described   in
          Section  17.1.10,  all  of  the  outstanding  Loan  Obligations  shall
          automatically  become  immediately due and payable.   Upon  any  other
          Event  of Default, and at any time thereafter, Lender may declare  all
          of the outstanding Loan Obligations immediately due and payable.  Such
          acceleration  in  either  case may be without presentment,  demand  or
          notice of any kind, which Borrower expressly waives.

          17.2.3.   Right of Set-off.

          Upon  the occurrence of any Event of Default and at any time and  from
          time  to time thereafter, Lender is hereby authorized, without  notice
          to  Borrower (any such notice being expressly waived by Borrower),  to
          set  off  and apply against the Loan Obligations any and all  deposits
          (general or special, time or demand, provisional or final) at any time
          held, or any other Indebtedness at any time owing by Lender to or  for
          the  credit or the account of Borrower, irrespective of whether or not
          Lender has made any demand under the Loan Documents and although  such
          Loan  Obligations may be unmatured.  The rights of Lender  under  this
          Section  are  in  addition  to other rights and  remedies  (including,
          without  limitation,  other  rights  of  set-off)  which  Lender   may
          otherwise have.

          17.2.4.   Notice to Account Debtors.

          Upon  the occurrence of any Event of Default and at any time and  from
          time to time thereafter, Lender may, without prior notice to Borrower,
          notify any or all Account Debtors that the Accounts have been assigned
          to  Lender and that Lender has a Security Interest therein, and Lender
          may  direct, or Borrower, at Lender's request, shall direct any or all
          Account  Debtors  to make all payments upon the Accounts  directly  to
          Lender.

          17.2.5.   Entry Upon Premises and Access to Information.

          Upon  the occurrence of any Event of Default and acceleration  of  the
          Loan Obligations as provided herein, and at any time and from time  to
          time thereafter, Lender may (i) enter any premises leased or owned  by
          Borrower  where  any Personal Property Collateral is  located  (or  is
          believed  to  be  located)  without any  obligation  to  pay  rent  to
          Borrower,  or  any  other  place  or places  where  Personal  Property
          Collateral is believed to be located, (ii) render Collateral usable or
          saleable,  (iii)  move  movable Personal Property  Collateral  to  the
          premises of Lender or any agent of Lender for such time as Lender  may
          desire  in  order  effectively to collect or liquidate  such  Personal
          Property  Collateral; (iv) take possession of,  and  make  copies  and
          abstracts of, Borrower's original books and records, obtain access  to
          Borrower's  data processing equipment, computer hardware and  software
          relating  to any of Collateral and, subject to any proprietary  rights
          of  third  parties,  use  all  of the foregoing  and  the  information
          contained therein in any manner Lender deems appropriate in connection
          with   the  exercise  of  Lender's  rights;  and  (v)  notify   postal
          authorities to change the address for delivery of Borrower's  mail  to
          an  address designated by Lender and to receive, open and process  all
          mail addressed to Borrower.

          17.2.6.   Borrower's Obligations.

          Upon  the  occurrence of an Event of Default and acceleration  of  the
          Loan  Obligations  as provided herein, Borrower shall,  if  Lender  so
          requests, assemble all movable Personal Property Collateral  and  make
          it available to Lender at the Project site.

          17.2.7.   Exercise of Rights as Secured Party.

          Upon  an Event of Default and acceleration of the Loan Obligations  as
          provided herein, and at any time and from time to time thereafter:

                17.2.7.1.

                Lender may exercise its right under the Account Assignment,

                17.2.7.2.

                Lender  may  exercise any or all of its rights under  the  other
                Security  Documents as a secured party under  the  UCC  and  any
                other applicable Law or the terms thereof; and

                17.2.7.3.

                Lender  may  sell  or otherwise dispose of any  or  all  of  the
                Collateral   at  public  or  private  sale  in  a   commercially
                reasonable  manner, for cash or credit, which  sale  Lender  may
                postpone  from  time to time by announcement  at  the  time  and
                place  of  sale stated in the notice of sale or by  announcement
                at  any  adjourned sale without being required  to  give  a  new
                notice  of  sale,  all  as Lender deems advisable.   Lender  may
                become  the  purchaser  at any such sale  if  permissible  under
                applicable  Law,  and Lender may, in lieu of actual  payment  of
                the   purchase   price,  offset  the  amount   thereof   against
                Borrower's  Loan  Obligations  owing  to  Lender,  and  Borrower
                agrees  that  Lender  has no obligation to  preserve  rights  to
                Collateral  against prior parties or to marshal  any  Collateral
                for the benefit of any Person.

                In  connection  with  the  advertising  for  sale,  selling,  or
                otherwise  realizing  upon any of the  Collateral  securing  the
                obligations of Borrower to Lender, Lender may use and is  hereby
                granted a license to use, without charge or liability to  Lender
                therefor,  any  of  Borrower's labels, trade names,  trademarks,
                trade  secrets,  service  marks, patents,  patent  applications,
                licenses,  certificates of authority, advertising materials,  or
                any  of  Borrower's other properties or interests in  properties
                of  similar nature, to the extent that such use thereof  is  not
                prohibited  by  agreements  under  which  Borrower  has   rights
                therein,  and all of Borrower's rights under license,  franchise
                and similar agreements shall inure to Lender's benefit.

          17.2.8.   Miscellaneous.

          Upon the occurrence of an Event of Default and at any time thereafter,
          Lender  may exercise any other rights and remedies available to Lender
          under  the Loan Documents or otherwise available to Lenders at law  or
          in equity.

          17.2.9.   Application of Funds.

          Any  funds  received by Lender with respect to the  Loan  Obligations,
          including  proceeds  of  Collateral, after acceleration  of  the  Loan
          Obligations   as  provided  herein,  shall  be  applied  as   follows:
          (i)  first,  to reimburse Lender for any amounts due to  Lender  under
          Section  18.7  (ii)  second, to reimburse to Lender  all  unreimbursed
          costs  and  expenses paid or incurred by Lender that  are  payable  or
          reimbursable  by  Borrower hereunder; (iii)  third,  to  reimburse  to
          Lender  all unreimbursed costs and expenses paid or incurred by Lender
          (including  costs and expenses incurred by Lender as Lender  that  are
          not reimbursable as provided in the preceding clause) that are payable
          or  reimbursable  by Borrower hereunder; (iv) fourth,  to  payment  of
          accrued  and  unpaid fees due under the Loan Documents and  all  other
          amounts  due  under  the  Loan Documents (other  than  the  Loans  and
          interest  accrued thereon); (v) fifth, to payment of interest  accrued
          on  the Loans; (vi) sixth, to payment of the Loans; and (vii) seventh,
          to payment of the other Loan Obligations.  Any amounts remaining after
          the   application   of  funds  and  proceeds  as  provided   in   this
          Section  shall  be paid to Borrower, or to such other Persons  as  are
          legally entitled thereto.

     17.3.     Limitation of Liability; Waiver.

     Lender  shall  not  be liable to Borrower as a result of  any  commercially
     reasonable  possession,  repossession, collection  or  sale  by  Lender  of
     Collateral;  and Borrower hereby waives all rights of redemption  from  any
     such  sale and the benefit of all valuation, appraisal and exemption  laws.
     If  Lender  seeks to take possession of any of Collateral  by  replevin  or
     other  court process after an Event of Default, Borrower hereby irrevocably
     waives  (i) the posting of any bonds, surety and security relating  thereto
     required  by  any statute, court rule or otherwise as an incident  to  such
     possession,  (ii)  any  demand for possession of Collateral  prior  to  the
     commencement of any suit or action to recover possession thereof, (iii) any
     requirement that Lender retain possession and not dispose of any Collateral
     until  after  trial or final judgment, and (iv) to the extent permitted  by
     applicable  law, all rights to notice and hearing prior to the exercise  by
     Lender of its right to repossess Collateral without judicial process or  to
     replevy,  attach  or levy upon Collateral without notice  or  hearing.   No
     Lender  shall  have any obligation to preserve rights to Collateral  or  to
     marshal any Collateral for the benefit of any Person.

     17.4.     Notice.

     Any  notice  of  intended  action required to be  given  by  either  Lender
     (including notice of a public or private sale of Collateral), if  given  as
     provided  in  Section 19.1 at least 10 days prior to such proposed  action,
     shall be effective and constitute reasonable and fair notice to Borrower.

18.  General.

     18.1.     Lender's Right to Cure.

     Lender  may  from time to time, in its absolute discretion, for  Borrower's
     account and at Borrower's expense, pay any amount or do any act required of
     Borrower  under  the  Loan Documents or requested by  Lender  to  preserve,
     protect,  maintain  or  enforce  the Loan Obligations,  the  Collateral  or
     Lenders Security Interests therein, and which Borrower fails to pay or  do,
     including payment of any judgment against Borrower which remains unpaid for
     a period of thirty days, insurance premium, Taxes or assessments, warehouse
     charge,  finishing or processing charge, landlord's claim,  and  any  other
     Security  Interest  upon or with respect to the Collateral.   All  payments
     that Lender makes pursuant to this Section and all out-of-pocket costs  and
     expenses that Lender pays or incurs in connection with any action taken  by
     them  hereunder shall be a part of the Loan Obligations, the  repayment  of
     which shall be secured by the Collateral.  Any payment made or other action
     taken by Lender pursuant to this Section shall be without prejudice to  any
     right  to assert an Event of Default hereunder and to pursue Lender's other
     rights and remedies with respect thereto.

     18.2.     Rights Not Exclusive.

     Every right granted to Lender hereunder or under any other Loan Document or
     allowed to them at law or in equity shall be deemed cumulative and  may  be
     exercised from time to time.

     18.3.     Survival of Agreements.

     All  covenants  and agreements made herein and in the other Loan  Documents
     shall  survive the execution and delivery of this Agreement, the  Note  and
     other  Loan  Documents  and the making of every Advance.   All  agreements,
     obligations and liabilities of Borrower under the Loan Documents concerning
     the  payment  of  money to Lender, including Borrower's  obligations  under
     Sections 18.6 and 18.7, but excluding the obligation to repay the Loans and
     interest accrued thereon, shall survive the repayment in full of the  Loans
     and  interest accrued thereon, the return of the Note to Borrower, and  the
     termination or cancellation of the Commitments.

Sale of Participations.
       Lender may sell participations to one or more banks or other entities  in
       all  or  a  portion  of its rights and obligations under  this  Agreement
       provided that the terms of sale satisfy the following requirements:

       Lender's obligations under this Agreement shall remain unchanged.

       Lender  shall remain solely responsible to the other parties  hereto  for
       the performance of such obligations.

       Lender  shall remain the holder of any Note issued to it for the  purpose
       of this Agreement.

       Borrower and Lender shall continue to deal solely and directly with  each
       other  in  connection  with Lender's rights and  obligations  under  this
       Agreement and with regard to Advances and payments to be made under  this
       Agreement.   Participation agreements between Lender and its participants
       may,  however,  provide  that Lender will obtain  the  approval  of  such
       participant  prior to Lender agreeing to any amendment or waiver  of  any
       provisions of this Agreement which would (i) extend the maturity  of  the
       Note,  (ii) reduce the interest rate on the Loans, (iii) increase any  of
       the  Commitments  of  the  Lender granting  the  participation,  or  (iv)
       intentionally omitted.
       The  sale  of any such participations which require Borrower  to  file  a
       registration statement with the SEC or under the securities laws  of  any
       state shall not be permitted.
Assignments to Affiliates.
          Lender  may assign all or any portion of its interest in the Loans  to
          its  Affiliates  without  the  acceptance  or  consent  of  Lender  or
          Borrower,  and  may assign all or any portion of its interest  in  the
          Loans  to  the Federal Reserve Bank without acceptance or approval  of
          Lender or Borrower and without payment of any fees.
Payment of Expenses.
          Borrower agrees to pay or reimburse to Lender all of Lender's  out-of-
          pocket costs incurred in connection with Lender's due diligence review
          before   execution  of  the  Loan  Documents;  the   negotiation   and
          preparation  of  the  commitment letters and the Loan  Documents;  the
          perfection  of  Lender's  Security Interest  in  any  Collateral;  the
          interpretation  of  any  of  the Loan Documents;  the  enforcement  of
          Lender's rights and remedies under the Loan Documents after a  Default
          or Event of Default; any amendment of or supplementation to any of the
          Loan Documents; and any waiver, consent or forbearance with respect to
          any  Default or Event of Default.  Borrower further agrees to  pay  or
          reimburse  to Lender all of Lender's out-of-pocket costs  incurred  in
          connection with the enforcement of Lender's rights and remedies  under
          the Loan Documents after a Default or Event of Default.  Out-of-pocket
          costs  may include but are not limited to the following, to the extent
          they are actually paid or incurred: title insurance fees and premiums;
          the cost of searches for Security Interests existing against Borrower;
          recording   and  filing  fees;  fees  for  all  required   appraisals;
          environmental  consultant fees; litigation costs; and  all  attorneys'
          and   paralegals'  expenses  and  reasonable  fees.   Attorneys'   and
          paralegals'  expenses  may  include but  are  not  limited  to  filing
          charges;   telephone,   data   transmission,   facsimile   and   other
          communication   costs;  courier  and  other  delivery   charges;   and
          photocopying  charges.   Litigation costs  may  include  but  are  not
          limited  to  filing  fees,  deposition  costs,  expert  witness  fees,
          expenses  of service of process, and other such costs paid or incurred
          in  any  administrative, arbitration, or court  proceedings  involving
          Lender   and   Borrower,  including  proceedings  under  the   Federal
          Bankruptcy  Code.   All costs which Borrower is obligated  to  pay  or
          reimburse  to  Lender are Loan Obligations payable on demand  and  are
          secured by the Collateral.

General Indemnity.

          Borrower  shall indemnify and hold harmless Lender and its  directors,
          officers,  employees,  agents, and representatives  (the  "Indemnified
          Parties")   for,  from  and  against,  and  promptly   reimburse   the
          Indemnified  Parties  for, any and all claims,  damages,  liabilities,
          losses,  costs and expenses (including reasonable attorneys' fees  and
          expenses  and amounts paid in settlement) incurred, paid or  sustained
          by  the Indemnified Parties in connection with, arising out of,  based
          upon  or otherwise involving or resulting from any threatened, pending
          or  completed  action,  suit, investigation or  other  proceeding  by,
          against or otherwise involving the Indemnified Parties and in any  way
          dealing  with, relating to or otherwise involving this Agreement,  any
          of the other Loan Documents, or any transaction contemplated hereby or
          thereby,  except  to  the  extent  that  they  arise  from  the  gross
          negligence, bad faith, or willful misconduct of any of the Indemnified
          Parties.   Borrower shall indemnify and hold harmless the  Indemnified
          Parties  for, from and against, and promptly reimburse the Indemnified
          Parties  for, any and all claims, damages, liabilities, losses,  costs
          and  expenses (including reasonable attorneys' and consultant fees and
          expenses,   investigation  and  laboratory  fees,  removal,  remedial,
          response  and corrective action costs, and amounts paid in settlement)
          incurred, paid or sustained by the Indemnified Parties as a result  of
          the  manufacture, storage, transportation, release or disposal of  any
          Hazardous  Material on, from, over or affecting any of  Collateral  or
          any  of  the  assets,  properties, or operations of  Borrower  or  any
          predecessor in interest, directly or indirectly, except to the  extent
          that  they  arise  from  the gross negligence, bad  faith  or  willful
          misconduct of any of the Indemnified Parties.

          The  obligations of Borrower under this Section 18.7 shall survive the
          termination  or  cancellation  of the  Commitments,  the  payment  and
          satisfaction  of  all  of the Loan Obligations,  and  the  release  of
          Collateral.

          To the extent that any of the indemnities required from Borrower under
          this  Section are unenforceable because they violate any Law or public
          policy, Borrower shall pay the maximum amount which it is permitted to
          pay under applicable Law.
Loan Records.
          The  date and amount of all Advances and payments of amounts due  from
          Borrower  under  the Loan Documents will be recorded in  the  Lender's
          records and the records that Lender normally maintains for such  types
          of  transactions.  The failure to record, or any error  in  recording,
          any  of  the  foregoing shall not, however, affect the  obligation  of
          Borrower  to repay the Loans and other amounts payable under the  Loan
          Documents.  Borrower shall have the burden of proving that Lender's or
          Lender's  records are not correct.  Borrower agrees that  Lender's  or
          Lender's  books  and  records showing the  Loan  Obligations  and  the
          transactions  pursuant to this Agreement shall be  admissible  in  any
          action  or  proceeding arising therefrom, and shall  constitute  prima
          facie  proof  thereof, irrespective of whether any Loan Obligation  is
          also  evidenced by a promissory note or other instrument.  Lender will
          provide  to  Borrower a monthly statement of Advances,  payments,  and
          other  transactions pursuant to this Agreement.  Such statements shall
          be  deemed  correct, accurate and binding on Borrower and  an  account
          stated  (except  for  reversals  and  reapplications  of  payments  as
          provided  in  Section  7.5  and corrections of  errors  discovered  by
          Lender),  unless Borrower notifies Lender in writing to  the  contrary
          within  30  days  after such statement is rendered.  In  the  event  a
          timely  written  notice of objections is given by Borrower,  only  the
          items  to which exception is expressly made will be considered  to  be
          disputed by Borrower.
Other Security and Guaranties.
          Lender  may, without notice or demand and without affecting Borrower's
          obligations hereunder, from time to time: (a) take from any Person and
          hold collateral (other than Collateral) for the payment of all or  any
          part  of  the Loan Obligations and exchange, enforce and release  such
          collateral  or  any  part  thereof;  and  (b)  accept  and  hold   any
          endorsement  or  guaranty of payment of all or any part  of  the  Loan
          Obligations and release or substitute any such endorser or  guarantor,
          or  any  Person  who  has  given any Security Interest  in  any  other
          collateral as security for the payment of all or any part of the  Loan
          Obligations, or any other Person in any way obligated to  pay  all  or
          any part of the Loan Obligations.
Miscellaneous.
Notices.
          All  notices, consents, requests and demands to or upon the respective
          parties  hereto shall be in writing, and shall be deemed to have  been
          given or made when delivered in person to those Persons listed on  the
          signature pages hereof or two days after being deposited in the United
          States  mail, postage prepaid, or, in the case of telegraphic  notice,
          or  the  overnight courier services, when delivered to  the  telegraph
          company  or  overnight courier service, or in the  case  of  telex  or
          telecopy  notice,  when  sent, verification  received,  in  each  case
          addressed  as set forth on the signature pages hereof, or  such  other
          address  as  either  party may designate by notice  to  the  other  in
          accordance  with the terms of this paragraph.  No notice given  to  or
          demand  made  on Borrower by any Lender in any instance shall  entitle
          Borrower to notice or demand in any other instance.
Amendments, Waivers and Consents.
          Unless  otherwise provided herein, no amendment to or  waiver  of  any
          provision  of  this Agreement, or of any of the other Loan  Documents,
          nor  consent to any departure by Borrower herefrom or therefrom, shall
          be effective unless it is in writing and signed by authorized officers
          of  Borrower  and Lender.  No notice to or demand on Borrower  in  any
          case  shall entitle Borrower to any other or further notice or  demand
          in  similar  or  other circumstances.  No failure  by  any  Lender  to
          exercise, and no delay by any Lender in exercising, any right, remedy,
          power  or  privilege hereunder shall operate as a waiver thereof,  nor
          shall  any single or partial exercise by Lender of any right,  remedy,
          power  or privilege hereunder preclude any other exercise thereof,  or
          the exercise of any other right, remedy, power or privilege.  Each and
          every  right  granted  to Lender hereunder or  under  any  other  Loan
          Document  or other document delivered hereunder or in connection  with
          this  Agreement or allowed to them at law or in equity shall be deemed
          cumulative and may be exercised from time to time.
Successors and Assigns.
          This  Agreement shall be binding upon and inure to the benefit of  the
          parties hereto and all future holders of the Note and their respective
          successors and assigns, except that Borrower may not assign,  delegate
          or  transfer  any  of its rights or obligations under  this  Agreement
          without  the  prior  written  consent  of  Lender.   With  respect  to
          Borrower's  successors and assigns, such successors and assigns  shall
          include  any  receiver,  trustee  or debtor-in-possession  of  or  for
          Borrower.
Severability.
          Any provision of this Agreement which is prohibited, unenforceable  or
          not authorized in any jurisdiction shall, as to such jurisdiction,  be
          ineffective  to  the  extent of such prohibition, unenforceability  or
          lack  of  authorization without invalidating the remaining  provisions
          hereof  or affecting the validity, enforceability or legality of  such
          provision in any other jurisdiction unless the ineffectiveness of such
          provision  would  result  in  such  a  material  change  as  to  cause
          completion of the transactions contemplated hereby to be unreasonable.
Counterparts.
          This Agreement may be executed by the parties hereto on any number  of
          separate counterparts, and all such counterparts taken together  shall
          constitute one and the same instrument.  It shall not be necessary  in
          making proof of this Agreement to produce or account for more than one
          counterpart signed by the party to be charged.
          Governing Law; No Third Party Rights.
          This  Agreement, the other Loan Documents and the Note and the  rights
          and  obligations  of  the parties hereunder and  thereunder  shall  be
          governed  by  and  construed and interpreted in  accordance  with  the
          internal  laws  of the State of Missouri applicable to contracts  made
          and to be performed wholly within such state, without regard to choice
          or conflict of laws provisions; except that the provisions of the Loan
          Documents  pertaining  to  the  creation  or  perfection  of  Security
          Interests  or  the enforcement of the rights of Lender  in  Collateral
          located  in  states  other than Missouri, if any,  and  other  related
          matters  subject to the law of such states, shall be governed  by  the
          laws of such States.  This Agreement is solely for the benefit of  the
          parties  hereto  and their respective successors and assigns,  and  no
          other  Person  shall  have any right, benefit,  priority  or  interest
          under, or because of the existence of, this Agreement.
Counterpart Facsimile Execution.
          For purposes of this Agreement, a document (or signature page thereto)
          signed  and transmitted by facsimile machine or telecopier  is  to  be
          treated as an original document.  The signature of any Person thereon,
          for purposes hereof, is to be considered as an original signature, and
          the  document transmitted is to be considered to have the same binding
          effect  as  an  original signature on an original  document.   At  the
          request of any party hereto, any facsimile or telecopy document is  to
          be  re-executed  in  original form by the  Persons  who  executed  the
          facsimile or telecopy document.  No party hereto may raise the use  of
          a  facsimile machine or telecopier or the fact that any signature  was
          transmitted through the use of a facsimile or telecopier machine as  a
          defense to the enforcement of this Agreement or any amendment or other
          document executed in compliance with this Section.
No Other Agreements.
          There  are  no other agreements between Lender and Borrower,  oral  or
          written, concerning the subject matter of the Loan Documents, and  all
          prior  agreements  concerning the same subject matter,  including  the
          Commitment  Letter,  are merged into the Loan  Documents  and  thereby
          extinguished.
Incorporation By Reference.
          All  of the terms of the other Loan Documents are incorporated in  and
          made a part of this Agreement by this reference.
          Choice of Forum.
SUBJECT  ONLY TO THE EXCEPTION IN THE NEXT SENTENCE, BORROWER AND LENDER  HEREBY
AGREE  TO  THE  EXCLUSIVE  JURISDICTION OF THE FEDERAL  COURTS  OF  THE  EASTERN
DISTRICT  OF  MISSOURI, AND THE STATE COURTS OF MISSOURI LOCATED  IN  ST.  LOUIS
COUNTY  OR  THE  CITY OF ST. LOUIS, MISSOURI, AND WAIVE ANY OBJECTION  BASED  ON
VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND
AGREE  THAT ANY DISPUTE CONCERNING THE RELATIONSHIP BETWEEN LENDER AND  BORROWER
OR  THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT  OR  OTHERWISE  SHALL  BE HEARD ONLY IN  THE  COURTS  DESCRIBED  ABOVE.
NOTWITHSTANDING  THE FOREGOING: (1) LENDER SHALL HAVE THE  RIGHT  TO  BRING  ANY
ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN ANY COURTS OF ANY OTHER
JURISDICTION  LENDER  DEEMS NECESSARY OR APPROPRIATE  IN  ORDER  TO  REALIZE  ON
COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) EACH
OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN
THE  IMMEDIATELY  PRECEDING SENTENCE MAY HAVE TO BE HEARD  BY  A  COURT  LOCATED
OUTSIDE THOSE JURISDICTIONS.
Service of Process.
BORROWER  HEREBY  WAIVES PERSONAL SERVICE OF ANY AND ALL  PROCESS  UPON  IT  AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN
RECEIPT  REQUESTED)  DIRECTED  TO BORROWER AT  ITS  ADDRESS  SET  FORTH  ON  THE
SIGNATURE PAGES HEREOF, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE
(5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S. MAILS CERTIFIED
OR  REGISTERED.   NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT  OF  LENDER  TO
SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
Statutory Notice.
The  following  notice  is  given pursuant to Section 432.045  of  the  Missouri
Revised  Statutes; nothing contained in such notice shall be deemed to limit  or
modify the terms of the Loan Documents:
      ORAL  AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
FROM  ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR  RENEW  SUCH
DEBT  ARE  NOT  ENFORCEABLE.  TO PROTECT YOU (BORROWER) AND US  (CREDITOR)  FROM
MISUNDERSTANDING  OR  DISAPPOINTMENT, ANY  AGREEMENTS  WE  REACH  COVERING  SUCH
MATTERS  ARE  CONTAINED  IN THIS WRITING, WHICH IS THE  COMPLETE  AND  EXCLUSIVE
STATEMENT  OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN  WRITING
TO MODIFY IT.


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
<PAGE>     IN  WITNESS  WHEREOF, the parties have caused this  Agreement  to  be
executed  by  appropriate duly authorized officers as of the  date  first  above
written.


LABARGE/STC, INC.                LABARGE WIRELESS, INC.
by its Vice President            by its Vice President


s/Donald H. Nonnenkamp           s/Donald H. Nonnenkamp


Notice Address:                  Notice Address:
C/O LaBarge, Inc.                C/O LaBarge, Inc.
9900A Clayton Road               9900A Clayton Road
St. Louis, MO  63124             St. Louis, MO  63124
Attn: Donald H. Nonnenkamp       Attn:     Donald H. Nonnenkamp
FAX # 812-9438                   FAX # 812-9438
TEL # 997-0800                   TEL # 997-0800

LABARGE, INC.                    BANK OF AMERICA, N.A.
by its Vice President & CFO      by its Vice President



s/Donald H. Nonnenkamp           s/Kevin L. Handley
                                        Kevin L. Handley


Notice Address:                  Notice Address:
LaBarge, Inc.                    Bank of America, N.A.
9900A Clayton Road               M01-800-12-20
St. Louis, MO  63124             800 Market Street
Attn:     Donald H. Nonnenkamp   St. Louis, MO  63101
FAX # 812-9438                   Attn: Kevin L. Handley
TEL # 997-0800                   FAX # 466-6744
                                 TEL # 466-7726
LABARGE OCS, INC.
by its Vice President



s/Donald H. Nonnenkamp



<PAGE>
                                   EXHIBIT 2.1

                       GLOSSARY AND INDEX OF DEFINED TERMS


"Account Debtor": the obligor on any Account.

"Account": as to any Person, the right of such Person to payment for goods  sold
or leased or for services rendered by such Person.

"Acquiring  Company": the Person obligated to pay or provide  the  consideration
payable  in  connection  with  a  Permitted Acquisition  upon  the  consummation
thereof.

"Advance": a Revolving Advance.

"Affiliate": with respect to any Person, (a) any other Person who is a  partner,
director, officer or stockholder of such Person; and (b) any other Person which,
directly  or  indirectly, is in control of, is controlled by or is under  common
control  with such Person, and any partner, director, officer or stockholder  of
such  other  Person  described.  For purposes of this Agreement,  control  of  a
Person  by another Person shall be deemed to exist if such other Person has  the
power,  directly or indirectly, either to (i) vote twenty percent (20%) or  more
of  the securities having the power to vote in an election of directors of  such
Person,  or  (ii) direct the management of such Person, whether by  contract  or
otherwise and whether alone or in combination with others.

"Alternate  Base Rate Accrual": as to any Loan, the accrual of interest  at  the
Alternate Base Rate.

"Asbestos Material": either asbestos or asbestos-containing materials.

"Assigned  Collateral":  any tangible or intangible property  of  Borrower,  now
owned  or  hereafter acquired, other than the Real Property Collateral  and  the
Personal  Property  Collateral in which Lender holds or  will  hold  a  Security
Interest under a Collateral Assignment to secure payment or performance  of  any
of  the Loan Obligations as required or contemplated under Section 9.3, and  all
proceeds thereof.

"Borrowing Base Certificate": the certificate required to be delivered to Lender
as provided in Section  14.14.

"Borrowing  Officer":  each officer of Borrower who is authorized  to  submit  a
request for an Advance.

"Business  Day":  a  day other than a Saturday, Sunday or  other  day  on  which
commercial  banks are authorized or required to close under the laws  of  either
the United States or the States of Missouri or Colorado.

"Capital  Expenditure": an expenditure for an asset that must be depreciated  or
amortized  under GAAP, for goodwill, or for any asset that under  GAAP  must  be
treated as a capital asset, including payments under Capital Leases.

"Capital Lease": any lease that has been or should be capitalized under GAAP.

"Charter Documents": the articles or certificate of incorporation and bylaws  of
a  corporation; the certificate of limited partnership and partnership agreement
of a limited partnership; the partnership agreement of a general partnership; or
the indenture of a trust.

"Claims  Act":  the Assignment of Claims Act of 1940, as amended  from  time  to
time.

"Code": the Internal Revenue Code of 1986, as amended from time to time, and all
regulations thereunder of the IRS.

"Collateral   Assignment":  any  of  the  collateral  assignments  required   or
contemplated under Section 9.3 to be executed and delivered to Lender, as it may
be amended, restated, or replaced from time to time.

"Collateral":    all   of  the  Real  Property  Collateral,  Personal   Property
Collateral, and other property in which Lender has a Security Interest to secure
payment or performance of the Loan Obligations.

"Contract": any contract, note, bond, indenture, deed, mortgage, deed of  trust,
security  agreement,  pledge,  hypothecation  agreement,  assignment,  or  other
agreement or undertaking, or any security.

"Default":  any of the events listed in Section 17.1 of this Agreement,  without
giving  effect  to any requirement for the giving of notice, for  the  lapse  of
time, or both, or for the happening of any other condition, event or act.

"Default  Rate": the rate of interest payable on the Loans after their  Maturity
or upon the occurrence of an Event of Default as provided in Section 4.6.

"Disclosure  Schedule": the Disclosure Schedule of Borrower attached  hereto  as
Exhibit 12.

"DOL": the United States Department of Labor.

"Dollars": and the sign "$", lawful money of the United States.

"Effective  Date":  the  date when this Agreement is effective  as  provided  in
Section 1.

"Employment Law": ERISA, the Occupational Safety and Health Act, the Fair  Labor
Standards Act, or any other Law pertaining to the terms or conditions  of  labor
or  safety  in  the  workplace or discrimination or  sexual  harassment  in  the
workplace.

"Encumbrance":  as  to  any  Item of real or personal  property,  any  easement,
right-of-way, license, condition, or restrictive covenant, or zoning or  similar
restriction,  that is not a Security Interest but is enforceable by  any  Person
other than the record owner of such property.

"Environmental   Law":  the  Resource  Conservation  and   Recovery   Act,   the
Comprehensive Environmental Response, Compensation and Liability Act, the  Clean
Water  Act,  the  Clean  Air Act, or any other Law pertaining  to  environmental
quality or remediation of Hazardous Material.

"EPA": the United States Environmental Protection Agency.

"ERISA  Affiliate":  as  to any Person, any trade or business  (irrespective  of
whether  incorporated) which is a member of a group of which such  Person  is  a
member  and  thereafter treated as a single employer under 414(b), (c),  (m)  or
(o) of the Code or applicable Treasury Regulations.

"ERISA":  the  Employee Retirement Income Security Act of 1974, as amended  from
time to time.

"Event  of  Default": any of the events listed in Section 17.1 of this Agreement
as  to which any requirement for the giving of notice, for the lapse of time, or
both,  or  for  the happening of any further condition, event or  act  has  been
satisfied.

"Existing Default": a Default which has occurred and is continuing, or an  Event
of  Default  which  has occurred, and which has not been waived  in  writing  by
Lender.

"Federal Funds Rate": the rate per annum (rounded upwards, if necessary, to  the
nearest  1/100  of 1%) equal to the weighted average of the rates  on  overnight
Federal  funds transactions with members of the Federal Reserve System  arranged
by  Federal funds brokers on such day, as published by the Federal Reserve  Bank
of  New  York on the Business Day next succeeding such day; provided that  (a)if
such  day  is not a Business Day, the Federal Funds Rate for such day  shall  be
such  rate  on  such  transactions on the next  preceding  Business  Day  as  so
published  on  the next succeeding Business Day, and (b)if no such  rate  is  so
published on such next succeeding Business Day, the Federal Funds Rate for  such
day shall be the average rate charged to Seller on such day on such transactions
as determined by Lender.

"Financial  Statements": financial statements of Borrower that are furnished  to
Lender as required in Section 14.13 of this Agreement.

"FRB":  the  Board of Governors of the Federal Reserve System and any  successor
thereto or to the functions thereof.

"GAAP":  those generally accepted accounting principles set forth in  Statements
of  the  Financial Accounting Standards Board and in Opinions of the  Accounting
Principles  Board of the American Institute of Certified Public  Accountants  or
which have other substantial authoritative support in the United States and  are
applicable in the circumstances, as applied on a consistent basis.

"Governmental  Authority":  the federal government of  the  United  States;  the
government of any foreign country that is recognized by the United States or  is
a  member  of  the  United Nations; any state of the United  States;  any  local
government or municipality within the territory or under the jurisdiction of any
of the foregoing; any department, agency, division, or instrumentality of any of
the  foregoing; and any court, arbitrator, or board of arbitrators whose  orders
or judgments are enforceable by or within the territory of any of the foregoing.

"Group":  as  used  in  Regulation 13-D issued by the  Securities  and  Exchange
Commission.

"Hazardous Material": any hazardous, radioactive, toxic, solid or special waste,
material,  substance  or constituent thereof, or any other  such  substance  (as
defined  under  any applicable law or regulation), including Asbestos  Material.
"Hazardous Material" does not include materials or products containing hazardous
constituents  which  are  not  considered  to  be  waste  under  the  applicable
Environmental  Law  or  which are considered to be waste  but  are  transported,
handled  or disposed of in accordance with the applicable Environmental Law,  or
Asbestos Material which is not friable.

"Indebtedness":  as  to  any  Person  at any particular  date,  any  contractual
obligation enforceable against such Person (i) to repay borrowed money; (ii)  to
pay  the deferred purchase price of property or services; (iii) to make payments
or  reimbursements with respect to bank acceptances or to a factor; (iv) to make
payments  or  reimbursements with respect to letters of credit  whether  or  not
there  have  been drawings thereunder; (v) with respect to which  there  is  any
Security  Interest in any property of such Person; (vi) to make any  payment  or
contribution to a Multi-Employer Plan; (vii) that is evidenced by a note,  bond,
debenture or similar instrument; (viii) under any conditional sale agreement  or
title  retention agreement; or (ix) to pay interest or fees with respect to  any
of the foregoing.

"Indirect Obligation": as to any Person, (a) any guaranty by such Person of  any
Obligation of another Person; (b) any Security Interest in any property of  such
Person  that  secures  any  Obligation of another Person,  (c)  any  enforceable
contractual requirement that such Person (i) purchase an Obligation  of  another
Person  or  any property that is security for such Obligation, (ii)  advance  or
contribute  funds  to another Person for the payment of an  Obligation  of  such
other  Person or to maintain the working capital, net worth or solvency of  such
other Person as required in any documents evidencing an Obligation of such other
Person, (iii) purchase property, securities or services from another Person  for
the  purpose of assuring the beneficiary of any Obligation of such other  Person
that  such  other  Person  has  the ability to  timely  pay  or  discharge  such
Obligation,  (iv) grant a Security Interest in any property of  such  Person  to
secure  any  Obligation  of  another Person, or (v)  otherwise  assure  or  hold
harmless  the  beneficiary of any Obligation of another Person against  loss  in
respect  thereof; and (d) any other contractual requirement enforceable  against
such  Person that has the same substantive effect as any of the foregoing.   The
term  "Indirect  Obligation" does not, however, include  the  endorsement  by  a
Person  of  instruments  for deposit or collection in  the  ordinary  course  of
business  or the liability of a general partner of a partnership for Obligations
of such partnership.  The amount of any Indirect Obligation of a Person shall be
deemed  to be the stated or determinable amount of the Obligation in respect  of
which  such  Indirect Obligation is made or, if not stated or determinable,  the
maximum  reasonably anticipated liability in respect thereof  as  determined  by
such Person in good faith.

"Initial Financial Statements": the financial statements of Borrower referred to
in Section 12.13.

"Insurance/Condemnation Proceeds": insurance proceeds payable as  a  consequence
of  damage  to  or destruction of any of Collateral and proceeds  payable  as  a
consequence  of  condemnation  or  sale  in  lieu  of  condemnation  of  any  of
Collateral.

"Intellectual  Property": as to any Person, any domestic or foreign  patents  or
patent  applications of such Person, any inventions made or owned by such Person
upon  which  either domestic or foreign patent applications have  not  yet  been
filed,  any  domestic or foreign trade names or trademarks of such  Person,  any
domestic  or  foreign  trademark registrations or  applications  filed  by  such
Person,  any  domestic or foreign service marks of such Person, any domestic  or
foreign service mark registrations and applications by such Person, any domestic
or  foreign  copyrights of such Person, and any domestic  or  foreign  copyright
registrations or applications by such Person.

"Interest  Hedge  Obligation": any obligations of Borrower to  Lender  under  an
agreement or agreements between Borrower and Lender under which the exposure  of
Borrower  to fluctuations in interest rates is effectively limited,  whether  in
the  form  of  interest rate cap, collar, or corridor agreements, interest  rate
swaps, or the like, or options therefor.

"Interest Period": the period during which a particular LIBO Rate applies to the
Loans, as selected by Borrower as provided in Section 4.2.

"Inventory":  goods  owned and held by a Person for sale,  lease  or  resale  or
furnished  or  to be furnished under contracts for services, and raw  materials,
goods  in process, materials, component parts and supplies used or consumed,  or
held for use or consumption in such Person's business.

"Investment": (a) a loan or advance of money or property to a Person, (b)  stock
or  other equity interest in a Person, (c) a debt instrument issued by a Person,
whether or not convertible to stock or other equity interest in such Person,  or
(d)  any other interest in or rights with respect to a Person which include,  in
whole  or in part, a right to share, with or without conditions or restrictions,
some or all of the revenues or net income of such Person.

"IRS": the Internal Revenue Service.

"Law":  any statute, rule, regulation, order, judgment, award or decree  of  any
Governmental Authority.

"Lender": Bank of America, N.A.

"Lending Office": 800 Market Street, St. Louis, MO  63101

"Letter  of  Credit Commitment": the commitment of Lender to  issue  letters  of
credit as provided in Section 3.3.

"Letter  of  Credit Exposure": the undrawn amount of all outstanding letters  of
credit  issued by Lender for the account of Borrower plus all amounts  drawn  on
such letters of credit and not yet reimbursed to Lender by Borrower.

"LIBOR Accrual": the accrual of interest at the LIBO Rate.

"Loan"  or "Revolving Loan": the from time to time outstanding principal balance
of a Revolving Advance.

"Loan Documents": this Agreement, the Note, the Security Documents and all other
agreements, certificates, documents, instruments and other writings executed  in
connection herewith.

"Loan  Obligations": all of Borrower's Indebtedness owing to  Lender  under  the
Loan  Documents,  whether  as  principal,  interest,  fees  or  otherwise,   all
reimbursement  obligations of Borrower to Lender with respect to the  Letter  of
Credit  Exposure,  all other obligations and liabilities of Borrower  to  Lender
under  the  Loan  Documents  and all Interest Hedge Obligations  (in  each  case
including all extensions, renewals, modifications, rearrangements, restructures,
replacements and refinancings of the foregoing, whether or not the same  involve
modifications to interest rates or other payment terms), whether now existing or
hereafter created, absolute or contingent, direct or indirect, joint or several,
secured  or  unsecured, due or not due, contractual or tortious,  liquidated  or
unliquidated,  arising  by operation of law or otherwise,  and  whether  or  not
presently contemplated by Borrower and Lender in the Loan Documents.

"Material  Adverse Effect": as to any Person and with respect to  any  event  or
occurrence  of  whatever  nature (including any  adverse  determination  in  any
litigation, arbitration, investigation or proceeding), a material adverse effect
on  the  business,  operations,  revenues,  financial  condition,  property,  or
business  prospects of such Person taken as a whole, or the value of Collateral,
or the ability of such Person to timely pay or perform such Person's Obligations
generally,  or in the case of Borrower specifically, the ability of Borrower  to
pay  or  perform any of Borrower's Obligations to Lender, or in the  case  of  a
Guarantor, the ability of such Guarantor to pay or perform any of its Guarantied
Obligations (as defined in its Guaranty).

"Material Agreement": as to any Person, any Contract to which such Person  is  a
party  or  by  which such Person is bound which, if violated or breached,  would
have a Material Adverse Effect on such Person, Borrower or any Guarantor.

"Material  Law":  any  Law whose violation by a Person  would  have  a  Material
Adverse Effect on such Person.

"Material License": (i) as to any Person, any license, permit or consent from  a
Governmental  Authority or other Person and any registration and filing  with  a
Governmental Authority or other Person which if not obtained, held or made would
have  a  Material Adverse Effect on Borrower or a Guarantor, and (ii) as to  any
Person who is a party to this Agreement or any of the other Loan Documents,  any
license, permit or consent from a Governmental Authority or other Person and any
registration  or filing with a Governmental Authority or other  Person  that  is
necessary  for  the execution or performance by such party, or the  validity  or
enforceability  against  such  party, of  this  Agreement  or  such  other  Loan
Document.

"Material Obligation": as to any Person, an Obligation of such Person  which  if
not  fully and timely paid or performed would have a Material Adverse Effect  on
such Person.

"Material Proceeding": any litigation, investigation or other proceeding  by  or
before  any Governmental Authority (i) which involves any of the Loan  Documents
or any of the transactions contemplated thereby, or involves Borrower as a party
or  any  property  of  Borrower, and would have a  Material  Adverse  Effect  on
Borrower  if  adversely  determined, (ii) in which  there  has  been  issued  an
injunction, writ, temporary restraining order or any other order of  any  nature
which purports to restrain or enjoin the making of any Advance, the consummation
of   any   other  transaction  contemplated  by  the  Loan  Documents,  or   the
enforceability  of  any  provision of any of the  Loan  Documents,  (iii)  which
involves the actual or alleged breach or violation by Borrower of, or default by
Borrower  under, any Material Agreement, or (iv) which involves  the  actual  or
alleged violation by Borrower of any Material Law.

"Maturity Date": the date specified in Section 6.1.

"Maturity":  as to any Indebtedness, the time when it becomes payable  in  full,
whether at a regularly scheduled time, because of acceleration or otherwise.

"Mortgage":  any  deed  of  trust  or mortgage required  or  contemplated  under
Section  9.1  to  be  executed and delivered to Lender, as it  may  be  amended,
restated, or replaced from time to time.

"Multi-employer Plan": a Pension Benefit Plan which is a multi-employer plan  as
defined in Section 4001(a)(3) of ERISA.

"Note": the Revolving Note.

"Obligation": as to any Person, any Indebtedness of such Person, any guaranty by
such  Person  of  any  Indebtedness  of  another  Person,  and  any  contractual
requirement   enforceable  against  such  Person  that   does   not   constitute
Indebtedness of such Person or a guaranty by such Person but which would involve
the expenditure of money by such Person if complied with or enforced.

"Operating Lease": any lease that is not a Capital Lease.

"PBGC": the Pension Benefit Guaranty Corporation.

"Pension  Benefit Plan": any pension or profit-sharing plan which is covered  by
Title I of ERISA and all other benefit plans and in respect of which a Person or
a  Commonly  Controlled  Entity of such Person is an "employer"  as  defined  in
Section 3(5) of ERISA, excluding any Multi-employer Plan.

"Permitted  Encumbrances": as to any Real Property Collateral, the  encumbrances
permitted  by  Lender  in  its absolute discretion and identified  as  Permitted
Encumbrances in the Mortgage covering such Real Property Collateral.

"Permitted   Indebtedness":  Indebtedness  that  Borrower  is  permitted   under
Section 15.2 to incur, assume, or allow to exist.

"Permitted Indirect Obligations": Indirect Obligations that Borrower may create,
incur, assume or allow to exist as permitted in Section 15.4.

"Permitted   Investments":  Investments  that  Borrower   is   permitted   under
Section 15.1 to make in other Persons.

"Permitted  Security Interests": Security Interests that Borrower  is  permitted
under Section  15.5 to create, incur, assume, or allow to exist.

"Person":   any  individual,  partnership,  corporation,  trust,  unincorporated
association,  joint  venture,  limited  liability  company,  limited   liability
partnership, Governmental Authority, or other organization in any form that  has
the  legal  capacity to sue or be sued.  If the context so implies or  requires,
the term Person includes Borrower.

"Personal   Property  Collateral":   all  of  the  Goods,  Equipment,  Accounts,
Inventory, Instruments, Documents, Chattel Paper, General Intangibles, and other
personal  property  and  Fixtures of Borrower, whether now  owned  or  hereafter
acquired,  in  which  Lender holds or will hold a Security  Interest  under  the
Security  Agreement  to secure the payment or performance of  any  of  the  Loan
Obligations  as  required  or  contemplated in Section  9.2,  and  all  proceeds
thereof.

"Prime  Rate":  on  any day, the rate of interest per annum then  most  recently
established by Lender as its prime rate, which rate is a general reference  rate
of  interest, may not be related to any other rate, and may not be the lowest or
best rate actually charged by Lender to any customer or favored rate and may not
correspond with future increases or decreases in interest rates charged by other
lenders or market rates in general.

"Qualified Financial Institution": a commercial bank chartered under the laws of
the  United States or any state thereof having capital and surplus of  not  less
than $250,000,000.

"Real Property Collateral":  all real property of Borrower, whether now owned or
hereafter  acquired,  in which Lender holds or will hold  Security  Interest  to
secure the payment or performance of any of the Loan Obligations as required  or
contemplated under Section 9.2, and all income therefrom and proceeds thereof.

"Real  Property  Lease  Collateral":  all leases of real  property  under  which
Borrower  is  a tenant or lessee and which are assigned or will be  assigned  to
Lender  to  secure the payment or performance of any of the Loan Obligations  as
required or contemplated under Section 9.3 and all income therefrom and proceeds
thereof.

"Regulation  D", "Regulation G", and Regulation U": respectively,  Regulation  D
issued  by  the FRB, Regulation G issued by the FRB, and Regulation U issued  by
the FRB.

"Reportable  Event": a reportable event as defined in Title IV of ERISA  or  the
regulations thereunder.

"Responsible  Officer": as to any Person that is not an individual,  partnership
or  trust,  the  Chairman of the Board of Directors, the  President,  the  chief
executive officer, the chief operating officer, the chief financial officer, the
Treasurer, any Assistant to the Treasurer, or any Vice President in charge of  a
principal business unit; as to any partnership, any individual who is a  general
partner  thereof or any individual who has general management or  administrative
authority over all or any principal unit of the partnership's business;  and  as
to any trust, any individual who is a trustee.

"Revolving Advance": an advance to Borrower under the Revolving Commitment.

"Revolving Commitment":  the commitment of Lender as stated in Section 3.1.1  to
make Revolving Advances.

"Revolving Loan" or "Loan": the from time to time outstanding principal  balance
of a Revolving Advance.

"Revolving Note": the note delivered to each Lender as required by Section 3.1.3
to evidence Borrower's obligation to repay the Revolving Advances made by Lender
hereunder.

"Security  Agreement":  any security agreement required  or  contemplated  under
Section  9.2  to  be  executed  and delivered to  Lender,  and  all  amendments,
restatements, and replacements thereof.

"Security  Documents":  all  of the documents required  or  contemplated  to  be
executed  and delivered to Lender under Section 9, and any similar documents  at
any  time  executed and delivered to Lender, by Borrower or any other Person  to
secure  payment  or  performance  of  any  of  the  Loan  Obligations,  and  all
amendments, restatements, and replacements thereof.

"Security  Interest":  as  to any Item of tangible or intangible  property,  any
interest  therein  or right with respect thereto that secures an  Obligation  or
Indirect Obligation, whether such interest or right is created under a Contract,
or  by operation of law or statute (such as but not limited to a statutory  lien
for  work or materials), or as a result of a judgment, or which arises under any
form  of  preferential or title retention agreement or arrangement (including  a
conditional sale agreement or a lease) that has substantially the same  economic
effect as any of the foregoing.

"Senior Funded Debt" is defined in Section 16.1.

"Solvent":  as  to  any  Person, such Person not being  "insolvent"  within  the
meaning  of  Section 101(32) of the Bankruptcy Code, Section 2  of  the  Uniform
Fraudulent Transfer Act (the "UFTA") or Section 428.014 of the Missouri  Revised
Statutes,  (ii)  such Person not having unreasonably small capital,  within  the
meaning  of  Section  548  of the Bankruptcy Code, Section  4  of  the  UFTA  or
Section  428.024  of the Missouri Revised Statutes, and (iii)  such  Person  not
being unable to pay such Person's debts as they become due within the meaning of
Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 428.024  of
the Missouri Revised Statutes.

"Subordinated  Indebtedness": the Indebtedness of Borrower under  $5,621,000  in
total  principal amount of 7.5% Subordinated Notes of Borrower due  June,  2003,
that  were  issued in March, 1999, in connection with Borrower's acquisition  of
Open  Cellular  Systems, Inc., and all other Indebtedness of  Borrower  that  is
subordinated to the Loan Obligations pursuant to documents that are satisfactory
to Lender.

"Subsidiary":  as to any Person, a corporation with respect to which  more  than
20%  of  the  outstanding shares of stock of each class having  ordinary  voting
power (other than stock having such power only by reason of the happening  of  a
contingency)  is at the time owned by such Person or by one or more Subsidiaries
of such Person.

"Surviving  Company": as applicable, either (i) the Person  that  will  own  the
assets to be acquired from a Target Company in a Permitted Acquisition upon  the
consummation  thereof, (ii) the survivor of the merger of an  Acquiring  Company
with  a Target Company in a Permitted Acquisition upon the consummation thereof,
or (iii) the Target Company whose stock will be acquired by another Person in  a
Permitted Acquisition upon the consummation thereof.

"Target  Company":  the  Person whose assets or stock  will  be  acquired  in  a
Permitted  Acquisition  upon the consummation thereof, or  if  applicable,  with
which  an  Acquiring  Company  will merge in a Permitted  Acquisition  upon  the
consummation thereof.

"Tax": as to any Person, any tax, assessment, fee, or other charge levied  by  a
Governmental  Authority on the income or property of such Person, including  any
interest or penalties thereon, and which is payable by such Person.

"this  Agreement": this document (including every document that is stated herein
to  be  an  appendix,  Exhibit or schedule hereto,  whether  or  not  physically
attached to this document), as amended from time to time.

"UCC":  the Uniform Commercial Code as in effect from time to time in the  State
of  Missouri  or such other similar statute as in effect from time  to  time  in
Missouri or any other appropriate jurisdiction.

"United States": when used in a geographical sense, all the states of the United
States  of  America  and the District of Columbia; and  when  used  in  a  legal
jurisdictional sense, the government of the country that is the United States of
America.

"Welfare Benefit Plan": any plan described by Section 3(1) of ERISA.

<PAGE>
EXHIBIT 10.1.1

DOCUMENTS AND REQUIREMENTS LIST


This Amended and Restated Loan Agreement
The Revolving Note
Opinion  of  Counsel to Borrower covering the subject matter  described  in  the
Opinion Specification attachment hereto
Secretary's  Certificate  of each Borrower (certifying  resolutions  authorizing
execution  and  performance of the Loan Documents and  incurrence  of  the  Loan
Obligations  pursuant thereto, Articles or Certificate of Incorporation,  Bylaws
and Incumbency)
Good Standing Certificates for each Borrower
Compliance  Certificate in form of Exhibit 14.13 for period ended  December  31,
2001
Borrowing  Base  Certificate dated as of December 31, 2001, in form  of  Exhibit
14.14
     <PAGE>
                  Attachment to Documents and Requirements List
                              Opinion Specification

   Legal opinion of counsel to Borrowers must be on firm letterhead and together
   meet these requirements with respect to each Borrower:

1.   Address to Bank of America, N.A. at the Lending Office.

2.   Refer to Loan Agreement and use its definitions.

3.   Give opinions on the subjects covered in all of the following example
   paragraphs with respect to each Borrower:

a.   Borrower is a corporation duly formed, validly existing and in good
   standing under the Laws of the State of Delaware and is duly qualified and
   authorized to do business and is in good standing as a foreign corporation in
   all states where the nature and extent of the
business transacted by it or the
   ownership of its assets makes such qualification necessary, except where the
   failure to so qualify will not have a Material Adverse Effect.

b.   Borrower has all requisite corporate power, authority and legal capacity
   and legal rights (a) to own, lease and
operate its properties and assets and to
   carry on its business as now being conducted and (b) to execute, deliver and
   perform the terms of the Loan Documents to which it is a party.

c.   All action on the part of Borrower requisite for the execution, delivery
   and performance of the Loan Documents to which it is a party has been duly
   taken.

d.   The execution, delivery and performance of the Loan Documents by Borrower
   will not (a) violate, be in conflict with, result in the breach of, or
   constitute (with due notice or lapse of time, or both) a default under (i)
   Borrower's Charter Documents, or (ii) any franchise, agreement, indenture, or
   other instrument to which Borrower is a party or by which it or any of its
   property is bound or affected or (iii) any Law or other legal requirement
   applicable to Borrower, or (b) result in the creation or imposition of a
   Security Interest of any nature whatsoever upon Borrower's property or assets
   other than pursuant to the Loan Documents.

e.   Borrower has duly executed and delivered each of the Loan Documents to
   which it is a party and each such Loan
Document constitutes the legal, valid and
   binding obligation of Borrower enforceable
against Borrower in accordance with
   its terms.

f.   Each Person who signed any Loan Document as an officer of Borrower is duly
   authorized on behalf of Borrower to execute,
deliver and perform such document
   on behalf of Borrower and is duly authorized to perform its obligations
   thereunder and to incur the obligations
and make the representations, warranties
   and covenants made by it in such Loan Document.

g.   Borrower has all certificates of authority, licenses, permits,
   qualifications and documentation to own,
lease and operate its properties and to
   carry on its business as now being conducted,
and is in compliance with all Laws
   applicable to the conduct of its business.

h.   No consent, approval or other authorization of or by, or registration or
   filing with, any Governmental Authority or other Person is required in
   connection with the execution, delivery
and performance by Borrower of the Loan
   Documents to which it is a party that has not
already been obtained and a copy
   thereof delivered to Borrower.

i.   There are no actions, proceedings or investigations pending or threatened
   against Borrower which might adversely
affect the validity or enforceability of
   any of the Loan Documents, the ability of Borrower to perform its obligations
   thereunder or which might adversely affect
the business, operations, revenues,
   financial condition, property or business prospects of Borrower.

j.   The use of the proceeds of the Loans will not violate Regulations T, U or X
   of the Federal Reserve Board.

k.   The Security Documents are still in full force and effect.

4.   Add appropriate exceptions and limitations, all of which must be acceptable
   to Lender.

5.   Signature by a partner of the firm in his or her individual name or in the
   name of the firm.
<PAGE>
                                   EXHIBIT 12

                         DISCLOSURE SCHEDULE OF BORROWER


                 Section     Description
                 ---------   ------------------------------
                 12.7        Collective bargaining agreement with respect to
                             Borrower's Joplin, Missouri, facilities dated
                             January 10, 1999, by and
between Borrower and General
                             Drivers and Helpers, Local
 Union No. 823, affiliated
                             with the International Brotherhood of Teamsters.
                 12.8,       A proceeding involving EPA is pending at Borrower's
                 12.10.1,    Joplin, Missouri, facilities
which may or may not have a
                 12.10.3,    Material Adverse Effect
and which may or may not involve
                 12.10.4,    Hazardous Materials.
                 12.10.5,
                 and
                 12.10.6
                 12.11       LaBarge, Inc. utilizes the trade name "LaBarge
                             Electronics" from time to time.  UCC-1 financing
                             statements have been filed
against LaBarge, Inc. under
                             the name LaBarge Electronics.
                 12.23       The Management Retirement
Savings Plan of LaBarge, Inc.,
                             a deferred compensation plan for a select group of
                             management or highly compensated employees, is not
                             qualified under Section 401 of the Code.
                 12.23.5     Central States Fund relating to the Teamster
                             International Health and Welfare Plan.
                 12.26        (i)  Real Property Owned by Borrower:

                              Owner          Address/Description
                             --------------------------
                             LaBarge, Inc.  Berryville Plant, 204 Champlin Road,
                                       Berryville, AR  42616

                             LaBarge, Inc.  Joplin Plant #1, 1505 Maiden Lane,
                                       Joplin, MO  64802

                             (ii) Real Property Leased by Borrower:
Lessee                     Address/Description    Owner
--------                   ----------             -------
1.  LaBarge, Inc.          Plant at 403 LaBarge   Attn: Roland
                           Avenue                 Wilshire
                           Huntsville, AR         Madison
                           72740                  Industrial
                                                  Development
                                                  1813 N. Spruce
                                                  Little Rock,
                                                  AR  72207
2.  LaBarge, Inc.          Plant at 2919 Junge    Donald
                           Blvd.                  Erftmier
                           Joplin, MO  64801      10306 Regency
                                                  Parkway Drive
                                                  Omaha, NE
                                                  68114
3.  LaBarge, Inc.          Plant at 11616 E.      Beacon II
                           51st St.               c/o Becker
                           Tulsa, OK  74145       Associates
                                                  Attn: F.G.
                                                  Becker II
                                                  987 University
                                                  Ave.,
                                                  Suite 3
                                                  Los Gatos, CA
                                                  95030
4.  LaBarge, Inc.          Tulsa Plant 2          Rainbow I - An
                           Suite No. 107, 108,    OK Gen.
                           109                    Partnership
                           12626 East 69th        c/o Grant
                           Street                 Brothers, Inc.
                           Tulsa, OK 74146        12626 East
                                                  60th Street,
                                                  Suite 101
                                                  Tulsa, OK
                                                  74146
5.  LaBarge, Inc.          14211 West 95th        Beneficial
                           Street                 Management
                           Lenexa, KS 66215       Company of
                                                  America
                                                  c/o Household
                                                  Attn: Leasing,
                                                  Licensing &
                                                  Contracts
                                                  2700 Sanders
                                                  Road
                                                  Prospect
                                                  Heights, IL
                                                  60070
6.  LaBarge, Inc.          Berryville Storage     Williams
                           Williams Shopping      Family Ltd.
                           Center                 Partnership
                           316 Eureka Street      c/o Shirley
                           Berryville, AR         Williams
                           72616                  316 Eureka
                                                  Street
                                                  Berryville, AR
                                                  72616
7.  LaBarge/STC, Inc.      Plant at               University
                           LaBarge/STC, Inc.      Business Park
                           A Subsidiary of        Schlumberger
                           LaBarge, Inc.          Limited
                           5000 Gulf Freeway      205 Industrial
                           Houston, TX  77023     Blvd.
                                                  Sugar Land, TX
                                                  77478
8.  LaBarge, Inc.          Joplin Warehouse       Phillip L. and
                           3501 West 13th         Beverly D.
                           Street                 Martin
                           Joplin, MO 64802       Rural Route 6,
                           (1113 A-2 Shady Pine   Box 264
                           Lane)                  Joplin, MO
                           new street name as     64804
                           of 7/1/2001
                 12.27.4     Registered Trademarks of LaBarge, Inc.:

                                  U.S. Reg. No. 764,803 on LA BARGE.

                                  U.S. Reg. No. 925,365 on LBI (STYLIZED).

                             Trade Names of LaBarge, Inc.:

                                  LaBarge Electronics
                 12.28.1     See items Sections 12.26
                 12.28.2     See Item for Section .12.26
                 12.28.3     See Item for Section 12.26.
                 12.32        1.   LaBarge/STC, Inc.,
a wholly-owned subsidiary of
                              LaBarge, Inc.

                              2.   LaBarge Wireless, Inc.,
a wholly-owned subsidiary
                              of LaBarge, Inc.

<PAGE>
                       Attachment 1 to Disclosure Schedule

               Legal Descriptions of Real Property to be Mortgaged
                        as Security for Loan Obligations


Borrower's  real  property includes the following, which will  be  mortgaged  to
Lender to secure payment of the Loan Obligations:

                          1505 Maiden Lane, Joplin, MO

All of Lots Numbered Seven (7) and Eight (8) in CHAMBER OF COMMERCE ADDITION  to
the  City  of  Joplin, Jasper County, Missouri, according to the  recorded  Plat
thereof and that part of vacated streets described as follows:  A tract of  land
commencing  at  the  East Line of Maiden Lane, 30 feet North  of  the  Northwest
corner of Lot 7 in the Chamber of Commerce Addition to the City of Joplin, which
place  of beginning is otherwise described as the point where the East  line  of
Maiden Lane meets the Center line of vacated 15th Street, thence East along  the
center  line  of vacated 15 Street 200 feet, thence South 30 feet to  the  North
line  of  the aforesaid Lot 7, thence East along the South line of vacated  15th
Street  to the West right-of-way line of the Missouri, Pacific Railroad,  thence
Southwesterly along the West right-of-way line of the Missouri Pacific  Railroad
to  its point of interSection with the North right-of-way line of the St.  Louis
and  San  Francisco Railroad, thence Southwesterly along the North  right-of-way
line of the St. Louis and San Francisco Railroad (a distance of 402.73 feet more
or  less),  to  a  point where the West line of the East Half (1/2)  of  vacated
Harlem Avenue intersects with said North right-of-way line of the St. Louis  and
San Francisco Railroad, thence Northward along the center line of vacated Harlem
Avenue),  (a distance of 148.83 feet more or less), to a point where  the  South
line  of  Lot  7, in Chamber of Commerce Addition to the City of  Joplin,  would
intersect, if such South line of Lot 7 were projected eastward to the Center  of
vacated  Harlem Avenue, thence West along said projected line of the South  line
of  Lot  7  in  Chamber of Commerce Addition (a distance  of  30  feet)  to  the
Southeast corner of said Lot 7, thence West along the South line of said Lot  7,
(  a distance of 300 feet) to the Southwest corner of said Lot 7, said Southwest
corner  of  Lot 7 being on the East line of Maiden Lane thence North  along  the
East  line  of  Maiden  Lane to the place of beginning  30  feet  North  of  the
Northwest  corner of said Lot 7, where the east line of Maiden  Lane  meets  the
center line of vacated 15th Street; the tract herein described being all in  the
Chamber of Commerce Addition to the city of Joplin, and located on part  of  the
Northwest  Quarter  (NW  1/4) of the Southwest Quarter  (SW  1/4),  Section  10,
Township 27, Range 33, Jasper County, Missouri.


                        204 Champlin Road, Berryville, AR

The Land is comprised of (i) all of the Mortgagor's leasehold estate (except the
last  day  of the original term thereof unless extended, in which case excepting
the  last  day  of  the extended term) created, and owned by the  mortgagor,  by
virtue  of a certain Lease Agreement dated as of December 1, 1981 by and between
the  City of Berryville, Arkansas, as Lessor, and the Mortgagor, as Lessee, said
lease  being recorded in the Office of the Circuit Clerk and Ex Officio Recorder
of  Carroll County, Arkansas at Mortgage Book 104, page 654-708 (said lease,  as
so  evidenced of record, together with all future amendments consented to by the
Mortgagee,  herein  called the "Ground Lease") and (ii) all of  the  Mortgagor's
right,  title and interest in, to and under the Ground Lease including,  without
limitation,  all  credits,  deposits,  options,  right  of  first  refusal   and
privileges of the Mortgagor thereunder.  The Ground Lease demises the  following
legally described property:

LOT 8 OF THE INDUSTRIAL PARK OF THE CITY OF BERRYVILLE, ARKANSAS, AS RECORDED IN
PLAT BOOK "E", PAGE 2, CIRCUIT CLERK'S OFFICE, CARROLL COUNTY, ARKANSAS.

Common Address:     North East Corner of the interSection of Freeman Switch Road
               and Commercial Avenue, Berryville, Arkansas 72616




<PAGE>
                       Attachment 2 to Disclosure Schedule

            Intellectual Property to be Assigned for Loan Obligations


Borrower's Intellectual Property includes the following, which has been assigned
to Lender to secure payment of the Loan Obligations:

Same as disclosed in Item 12.27.4 of the Disclosure Schedule.


<PAGE><PAGE>
                                  EXHIBIT 14.13

                         FORM OF COMPLIANCE CERTIFICATE

TO:  THE BOATMEN'S NATIONAL BANK OF ST. LOUIS

      This  Compliance Certificate is furnished pursuant to that certain Amended
and  Restated  Loan Agreement effective February 1, 2002 (as  the  same  may  be
amended,   restated  or  otherwise  modified  from  time  to  time,  the   "Loan
Agreement"),  between Labarge, Inc., et al., as Borrower, and Bank  of  America,
N.A.,  as  lender.  Unless otherwise defined herein, capitalized terms  used  in
this Compliance Certificate have the meanings defined in the Loan Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.        I am the duly elected                           of the Borrower.

2.        I have reviewed the terms of the Loan Agreement and the Loan Documents
          and  I  have  made, or have caused to be made under my supervision,  a
          review  of the transactions and conditions of Borrower and each  other
          Covered  Person during the accounting period covered by  the  attached
          Financial Statements.

3.        The examinations described in paragraph 2 did not disclose, and I have
          no  knowledge  of,  the  existence of any  condition  or  event  which
          constitutes  an  Event of Default as of the date  of  this  Compliance
          Certificate;  and  to  my  knowledge all of  the  representations  and
          warranties of Borrower contained in the Loan Agreement and other  Loan
          Documents are true and correct.

4.        {Use  for  annual  financial statements: Schedule  I  attached  hereto
          contains  the  Financial Statements for Borrower for the  fiscal  year
          ended            ,  which  are complete and correct  in  all  material
          respects  and  have  been  prepared in accordance  with  GAAP  applied
          consistently throughout the period and with prior periods  (except  as
          disclosed therein).}

          {Use  for  quarterly  and  monthly financial  statements:  Schedule  I
          attached hereto contains the Financial Statements for Borrower for the
          fiscal {quarter} {month} ended               , which are complete  and
          correct  in  all  material respects (subject to normal year-end  audit
          adjustments)  and have been prepared in accordance with  GAAP  applied
          consistently throughout the period and with prior periods  (except  as
          disclosed therein).}

5.        To  my  knowledge,  Borrower  and every other  Covered  Person  is  in
          compliance with all of the covenants in the Loan Agreement,  including
          the financial covenants in Section 16, and Schedule II attached hereto
          contains  calculations  based on Borrower's financial  statements  and
          other  financial  records that show Borrower's  compliance  with  such
          financial  covenants.  The calculations and the data upon  which  they
          are based are believed by me to be complete and correct.



This Compliance Certificate, together with the Schedules hereto, is executed and
delivered this ___ day of ___________________________.




                         Print Name:
                         Title:

<PAGE>
                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                        See current Financial Statements.
<PAGE>
                      SCHEDULE II TO COMPLIANCE CERTIFICATE


SECTION 16 FINANCIAL MEASUREMENTS


I.   Capital Expenditures (Section 16.2)

     A.   Capital Expenditures                         $_________

     B.   Capital Expenditure permitted by
          Section 16.2                                 $4,000,000


II.  Minimum Fixed Charge Coverage (Section 16.3)

     A.   Net income                                   $_________
          +    federal, state and local Tax expense    $_________
          +    Interest expense                        $_________
          +    Depreciation and amortization expense   $_________
          +    Losses on the sale or other disposition of assets $_________
          +    Extraordinary losses                    $_________
          -    Gains from sale or other disposition of assets    $_________
          -    Extraordinary Gains                     $_________
          =    EBITDA                                  $_________

     B.   Interest expense                             $_________
          +    sum of all scheduled principal payments on any
               Indebtedness of Borrower (including the Loans)    $_________
          +    Federal, state and local income taxes payable     $_________
          +    Dividends paid                          $_________
          +    Capital Expenditures                    $_________
          =    FIXED CHARGES                           $_________

     C.   Ratio of EBITDA to Fixed Charges (ratio of II.A to II.B)    __________

     D.   Minimum ratio permitted by Section 16.3      1.25 to 1.00

III. Minimum Net Worth (Section 16.4)

     A.   Total Assets                                 $_________

     B.   Total Liabilities                            $_________

     C.   TANGIBLE NET WORTH (Item III.A minus
          items III.B and III.C)                       $_________

     D.   Minimum Net Worth required
          by Section 16.4:                             $_________


IV.  Maximum Funded Debt to EBITDA (Section 16.5)

     A.   Total Indebtedness                           $_________
          +    Unamortized capitalized amount of all Capital Leases   $_________
          =    FUNDED DEBT                             $_________

     B.   EBITDA (Item II.A above)                     $_________

     C.   Ratio of Funded Debt to EBITDA
          (Ratio of Item V.A. to Item V.B)             _________

     D.   Maximum ratio permitted by Section 16.5:     2.50 to 1.00

<PAGE>
                                  EXHIBIT 14.14

                           BORROWING BASE CERTIFICATE

Accounts Rec per Aging:    $
Reclass Unpaid Prog Bills  $
Accruals-Net               $

Accounts Rec per Stmt
Less:                      $
     Noticom Receivables   $
     Net Accrued Revenues  $
     Government            $
Receivables
     Foreign Receivables   $
     Debit Memos           $
     Over 90               $
     Freight               $
     Cross Age             $
     Contra A/R            $

     Total Ineligibles     $

Eligible Accounts Rec      $
     Advance Rate          85%

Raw Material               $
Work in Process            $

Gross Inventories          $

Less:                      $
     Unliquidated Prog     $
Bills
     Reclass Unpaid Prog   $
Bills
     Reserves              $

     Total Adjustments     $

Eligible Raw Mat & WIP     $
     Advance Rate          30%
Limit Check                NO LIMIT
Maximum limit check        NO LIMIT
Finished Goods:            $
     Accruals - Net        $
     Debits                $
     Gross Profit comp     $
(33%)

Eligible Finished Goods    $
     Advance Rate          50%
                           NO LIMIT
Preliminary Borrowing      $
Base
Limit Adjustments          $
Cap limitation             $
Less Letter of Credits     $
Total Revolver Borrowings  $
Allowed

Maximum Availability       $

Unpd Revolving Loans on    $
_____________

Payment required herewith  $



Borrower  hereby certifies that (i) Borrower is not in Default  under  the  Loan
Agreement  and  (ii) the foregoing computations evidencing Borrower's  Borrowing
Base  and availability under the Loan Agreement are believed by Borrower  to  be
true, complete and correct as of the date written above.  Attached is a copy  of
the most recent Compliance Certificate delivered to Lender.



                                       Print Name:
                                       Title:
<PAGE>
                                TABLE OF CONTENTS

1.   Effective Date.                                            1
2.   Definitions and Rules of Construction.                     1
     2.1. Listed Definitions.                                   1
     2.2. Other Definitions.                                    1
     2.3. References to Covered Persons.                        1
     2.4. References to Borrower.                               1
     2.5. Accounting Terms.                                     1
     2.6. "Satisfactory".                                       1
     2.7. Computation of Time Periods.                          1
     2.8. General.                                              2
3.   Lender's Commitments.                                      2
     3.1. Revolving Commitments.                                2
          3.1.1.    Revolving Advances.                         2
          3.1.2.    Limitation on Revolving Advances.           2
          3.1.3.    Revolving Note.                             2
          3.1.4.    Borrowing Base.                             3
          3.1.5.    Eligible Accounts.                          3
          3.1.6.    Eligible Inventory.                         5
     3.2. Letter of Credit Commitment.                          5
4.   Interest; Yield Protection.                                5
     4.1. Interest on the Loans.                                5
     4.2. Interest Periods.                                     6
     4.3. Conversion of a Loan.                                 6
     4.4. Time of Accrual.                                      7
     4.5. Computation.                                          7
     4.6. Rate After Maturity.                                  7
     4.7. Taxes on Payments.                                    7
     4.8. Compensation  for  Increase In Costs of Loans  Subject  to  LIBOR
          Accrual.                                              7
     4.9. Capital Adequacy Reimbursement.                       8
     4.10.                                                 Usury.     8
5.   Fees.                                                      8
     5.1. Commitment Fee.                                       8
     5.2. Letter of Credit Fees.                                9
6.   Scheduled Payments.                                        9
     6.1. Maturity Date.                                        9
     6.2. Interest Payments Before Maturity Date.               9
7.   Prepayments and Reduction of Revolving Commitment.         9
     7.1. Voluntary Prepayments.                                9
     7.2. Mandatory Prepayments.                                9
          7.2.1.    Proceeds from Sales of Assets.              9
          7.2.2.    Indebtedness.                              10
          7.2.3.    Proceeds from Sale of Securities.          10
          7.2.4.    Maximum Available Amount Exceeded.         10
     7.3. Manner of Payments and Timing of Application of Payments.   10
          7.3.1.    Payment Requirement.                       10
          7.3.2.    Application of Payments and Proceeds.      10
     7.4. Direct Debit.                                        10
     7.5. Returned Instruments.                                11
     7.6. Compelled Return of Payments or Proceeds.            11
     7.7. Due Dates Not on Business Days.                      11
8.   Procedure for Obtaining Advances and Letters of Credit.   11
     8.1. Revolving Advances.                                  11
     8.2. Lender's Right to Make Other Revolving Advances.     11
          8.2.1.    Payment of Loan Obligations.               11
          8.2.2.    Payments to Other Creditors.               11
     8.3. Letters of Credit.                                   12
     8.4. Amount,  Number, and Purpose Restrictions on Revolving  Advances.
          12
     8.5. Each Request for a Revolving Advance a Certification.12
     8.6. Requirements for Every Advance Request.              12
     8.7. Requirements for Every Letter of Credit Request.     12
     8.8. Exoneration of Lender.                               12
9.   Security and Guaranties.                                  12
     9.1. Mortgages.                                           12
     9.2. Security Agreements.                                 13
     9.3. Collateral Assignments.                              13
10.  Conditions.                                               13
     10.1.                                Conditions to Advances.     13
          10.1.1.   Listed Documents and Other Items.          13
          10.1.2.   Representations and Warranties.            13
          10.1.3.   No Default.                                14
          10.1.4.   Perfection of Security Interests.          14
          10.1.5.   Payment of Fees.                           14
          10.1.6.   Material Proceedings.                      14
          10.1.7.   No Material Adverse Change.                14
          10.1.8.   Other Items.                               14
11.  Conditions to Issuance of Letters of Credit.              14
     11.1.                               Reimbursement Agreement.     14
     11.2.                                       No Prohibitions.     14
     11.3.                                Conditions to Advances.     14
     11.4.                        Representations and Warranties.     14
     11.5.                                            No Default.     15
     11.6.                            No Material Adverse Change.     15
12.  Representations and Warranties.                           15
     12.1.                            Organization and Existence.     15
     12.2.                                         Authorization.     15
     12.3.                                         Due Execution.     15
     12.4.                         Enforceability of Obligations.     15
     12.5.                                Burdensome Obligations.     15
     12.6.                                      Legal Restraints.     15
     12.7.                          Labor Contracts and Disputes.     16
     12.8.                               No Material Proceedings.     16
     12.9.                                     Material Licenses.     16
     12.10.    Compliance with Material Laws.                  16
          12.10.1.  General Compliance with Environmental Laws.16
          12.10.2.  General Compliance with Employment Laws.   16
          12.10.3.  Proceedings.                               16
          12.10.4.  Investigations Regarding Hazardous Materials.     16
          12.10.5.   Notices  and  Reports Regarding  Hazardous  Materials.
               16
          12.10.6.  Hazardous Materials on Real Property.      16
     12.11.    Other Names.                                    17
     12.12.    Solvency.                                       17
     12.13.    Financial Statements.                           17
     12.14.    No Change in Condition.                         17
     12.15.    No Defaults.                                    17
     12.16.    Investments.                                    17
     12.17.    Indebtedness.                                   17
     12.18.    Indirect Obligations.                           17
     12.19.    Encumbrances.                                   17
     12.20.    Operating Leases.                               17
     12.21.    Capital Leases.                                 17
     12.22.    Tax Liabilities; Governmental Charges.          17
     12.23.    Pension Benefit Plans.                          18
          12.23.1.  Prohibited Transactions.                   18
          12.23.2.  Claims.                                    18
          12.23.3.  Reporting and Disclosure Requirements.     18
          12.23.4.  Accumulated Funding Deficiency.            18
          12.23.5.  Multi-employer Plan.                       18
     12.24.    Welfare Benefit Plans.                          18
     12.25.    Retiree Benefits.                               18
     12.26.    Real Property.                                  19
     12.27.    State of Collateral and other Property.         19
          12.27.1.  Accounts.                                  19
          12.27.2.  Inventory.                                 19
          12.27.3.  Equipment.                                 20
          12.27.4.  Intellectual Property.                     20
          12.27.5.  Documents, Instruments and Chattel Paper.  20
     12.28.    Chief Place of Business; Locations of Collateral.20
     12.29.    Negative Pledges.                               20
     12.30.    Security Documents.                             21
          12.30.1.  Security Agreements.                       21
          12.30.2.  Collateral Assignments.                    21
          12.30.3.  Mortgages.                                 21
     12.31.    S Corporation.                                  21
     12.32.    Subsidiaries and Affiliates.                    21
     12.33.    Margin Stock.                                   21
     12.34.    Securities Matters.                             21
     12.35.    Investment Company Act, Etc.                    21
     12.36.    No Material Misstatements or Omissions.         21
     12.37.    Filings.                                        22
     12.38.    Broker's Fees.                                  22
     12.39.    Eligibility of Collateral.                      22
13.  Survival of Representations.                              22
14.  Affirmative Covenants.                                    22
     14.1.                                       Use of Proceeds.     22
     14.2.                                   Corporate Existence.     22
     14.3.                    Maintenance of Property and Leases.     22
     14.4.                                             Insurance.     22
     14.5.                Payment of Taxes and Other Obligations.     23
     14.6.                                  Compliance With Laws.     23
          14.6.1.   Environmental Laws.                        23
          14.6.2.   Pension Benefit Plans.                     23
          14.6.3.   Employment Laws.                           24
     14.7.          Discovery and Clean-Up of Hazardous Material.     24
          14.7.1.   In General.                                24
          14.7.2.   Asbestos Clean-Up.                         24
     14.8.                   Termination of Pension Benefit Plan.     24
     14.9.                   Notice to Lender of Material Events.     25
     14.10.    Borrowing Officer.                              27
     14.11.     Maintenance  of  Security Interests of Security  Documents.
          27
          14.11.1.   Preservation  and  Perfection of  Security  Interests.
               27
          14.11.2.  Collateral Held Off Borrower's Premises.   27
          14.11.3.  Compliance With Terms of Security Documents.27
     14.12.    Accounting System.                              27
          14.12.1.  Account Records.                           27
          14.12.2.  Inventory Records.                         28
     14.13.    Financial Statements.                           28
          14.13.1.  Annual Financial Statements.               28
          14.13.2.  Quarterly Financial Statements.            28
          14.13.3.  Monthly Financial Statements.              28
     14.14.    Borrowing Base Certificate.                     28
     14.15.    Audits by Lender.                               29
     14.16.     Verification  of Accounts and Notices to  Account  Debtors.
          29
     14.17.    Access to Officers and Auditors.                29
     14.18.    Further Assurances.                             29
     14.19.    Future Subsidiaries Shall Become Guarantors.    29
15.  Negative Covenants.                                       30
     15.1.                                           Investments.     30
     15.2.                                          Indebtedness.     30
     15.3.                                           Prepayments.     30
     15.4.                                  Indirect Obligations.     30
     15.5.                                    Security Interests.     31
     15.6.                                          Acquisitions.     31
     15.7.                          Transactions With Affiliates.     31
     15.8.                                         Distributions.     31
     15.9.                                     Change of Control.     32
     15.10.    Capital Structure; Equity Securities.           32
     15.11.    Conflicting Agreements.                         32
     15.12.    Transactions Having a Material Adverse Effect.  32
     15.13.    Disposal of Assets.                             32
16.  Financial Covenants.                                      32
     16.1.                                   Special Definitions.     32
     16.2.                                  Capital Expenditures.     33
     16.3.                         Minimum Fixed Charge Coverage.     33
     16.4.                                     Minimum Net Worth.     33
     16.5.            Maximum Senior Funded Debt to EBITDA Ratio.     33
17.  Default.                                                  33
     17.1.                                     Events of Default.     33
          17.1.1.   Failure to Pay Principal or Interest.      33
          17.1.2.   Failure to Pay Other Amounts Owed to Lender.33
          17.1.3.   Failure to Pay Amounts Owed to Other Persons.     33
          17.1.4.   Acceleration of Other Indebtedness.        33
          17.1.5.   Representations or Warranties.             34
          17.1.6.   Certain Covenants.                         34
          17.1.7.   Financial Covenants.                       34
          17.1.8.   Other Covenants.                           34
          17.1.9.   Default Under Other Agreements.            34
          17.1.10.  Bankruptcy; Insolvency; Etc.               34
          17.1.11.  Judgments; Attachment; Etc.                34
          17.1.12.  Pension Benefit Plan Termination, Etc.     34
          17.1.13.  Liquidation or Dissolution.                35
          17.1.14.  Seizure of Assets.                         35
          17.1.15.  Racketeering Proceeding.                   35
          17.1.16.  Loan Documents; Security Interests.        35
          17.1.17.  Loss to Collateral.                        35
          17.1.18.  Material Adverse Change.                   35
     17.2.          Rights and Remedies Upon an Event of Default.     36
          17.2.1.   Cancellation of Commitments.               36
          17.2.2.   Acceleration.                              36
          17.2.3.   Right of Set-off.                          36
          17.2.4.   Notice to Account Debtors.                 36
          17.2.5.   Entry Upon Premises and Access to Information.    36
          17.2.6.   Borrower's Obligations.                    36
          17.2.7.   Exercise of Rights as Secured Party.       37
          17.2.8.   Miscellaneous.                             37
          17.2.9.   Application of Funds.                      37
     17.3.                       Limitation of Liability; Waiver.     38
     17.4.                                                Notice.     38
18.  General.                                                  38
     18.1.                                Lender's Right to Cure.     38
     18.2.                                  Rights Not Exclusive.     38
     18.3.                                Survival of Agreements.     38
     18.4.                                Sale of Participations.     39
     18.5.                             Assignments to Affiliates.     39
     18.6.                                   Payment of Expenses.     39
     18.7.                                     General Indemnity.     39
     18.8.                                          Loan Records.     40
     18.9.                         Other Security and Guaranties.     40
19.  Miscellaneous.                                            41
     19.1.                                               Notices.     41
     19.2.                      Amendments, Waivers and Consents.     41
     19.3.                                Successors and Assigns.     41
     19.4.                                          Severability.     41
     19.5.                                          Counterparts.     41
     19.6.                  Governing Law; No Third Party Rights.     42
     19.7.                       Counterpart Facsimile Execution.     42
     19.8.                                   No Other Agreements.     42
     19.9.                            Incorporation By Reference.     42
20.  Choice of Forum.                                          42
21.  Service of Process.                                       42
22.  Statutory Notice.                                         43

<PAGE>
                    THIRD AMENDED AND RESTATED REVOLVING NOTE


$15,000,000    St. Louis, Missouri
     February 1, 2002

      For  value  received, LABARGE, INC., LABARGE/STC, INC., LABARGE  WIRELESS,
INC.,  and  LABARGE  OCS,  INC.  (individually  and  collectively,  "Borrower"),
promise,  jointly  and severally, to pay to the order of BANK OF  AMERICA,  N.A.
(formerly  NationsBank, N.A.) ("Lender") the principal sum  of  FIFTEEN  MILLION
DOLLARS ($15,000,000) or such lesser aggregate unpaid principal amount as  shall
be  outstanding  under  this  Revolving Note (this "Note"),  plus  all  interest
accrued thereon, on the Maturity Date.

      Borrower  further  promises to pay interest from the date  hereof  on  the
balance  of said principal from time to time outstanding at a per annum rate  or
rates  determined  pursuant  to the Loan Agreement (defined  below).   Upon  the
occurrence of any Event of Default as defined in the Loan Agreement, or  at  the
option  of  Lender  upon  the occurrence of a Default as  defined  in  the  Loan
Agreement,  all  outstanding  principal and, to the  extent  permitted  by  law,
accrued  interest in respect of this Note and all other amounts owing  hereunder
shall  bear  interest, payable on demand, at the Default Rate set forth  in  the
Loan  Agreement.   In  addition, such Default Rate shall apply  after  Maturity,
whether  by acceleration or otherwise.  All such interest shall be computed  and
be  payable  on the basis and on such dates as are provided for under  the  Loan
Agreement.

      Both principal and interest are payable in Dollars to Lender at its office
at 800 Market Street, St. Louis, Missouri 63101 (Attention: Kevin Handley).

      This  Note is the Revolving Note referred to in, and is issued  under  the
terms  of, and pursuant to the provisions of, that certain Amended and  Restated
Loan  Agreement effective February 1, 2002, as amended (as so amended and as  it
may  be  further  amended, restated, extended, renewed, replaced,  or  otherwise
modified  from time to time, the "Loan Agreement").  All capitalized terms  used
and  not otherwise defined herein shall have the same meanings as given them  in
the Loan Agreement.

      This Note is secured by the Collateral described in the Loan Documents and
evidenced by Security Documents executed from time to time by Borrower in  favor
of  Lender as set forth in the Loan Agreement.  Reference to the Loan Documents,
the  Security  Documents and the Loan Agreement is made for a statement  of  the
rights of the Lender with respect to such Collateral.

      Borrower  shall  prepay the principal amount of this Note  to  the  extent
provided  in  the Loan Agreement.  Borrower may prepay the principal  amount  of
this Note to the extent and upon the conditions provided in the Loan Agreement.

      The  date  and  amount  of  all disbursements  and  receipts  representing
principal and receipts of interest by Lender with respect to the Revolving  Loan
shall  be  recorded by Lender in the records it maintains with respect  thereto.
The  failure  to  record, or any error in recording, any of the foregoing  shall
not,  however, affect the obligations of Borrower under this Note to  repay  the
principal amount advanced hereunder together with all interest accruing thereon.
Such record as maintained by Lender shall constitute prima facie evidence of the
amount outstanding under this Note.

      Reference  is  made  to  the Loan Agreement for provisions  regarding  the
acceleration of the maturity hereof on the occurrence of any Event  of  Default,
which provisions are incorporated herein by this reference.

      If  Borrower sells, assigns, transfers or conveys all or any part  of  the
Real  Property  Collateral  or any interest therein without  the  prior  written
consent  of Lender as required by the Loan Agreement, all outstanding  principal
and accrued interest under this Note shall become immediately due and payable.

      If  any payment required under this Note or the Loan Agreement is not made
when  due, or upon any other Event of Default, Borrower shall pay all  costs  of
collection on this Note, including but not limited to court costs and reasonable
attorneys  fees and actual expenses of such attorneys, whether or not litigation
is  commenced,  including  representation  of  Lender  in  connection  with  any
bankruptcy or insolvency proceeding of Borrower.

      Demand for payment, protest, notice of dishonor, and all other notices and
demands under this Note and any and all lack of diligence in the enforcement  of
this  Note are hereby waived by all who are or shall become parties to this Note
and  the same hereby assent to each and every extension or postponement  of  the
time  of payment, at or after demand, or other indulgence, and hereby waive  any
and  all  notice  thereof.  Every such party by becoming a party  to  this  Note
further  waives  any  and  all  defenses which such  party  may  have  based  on
suretyship or impairment of collateral with respect to this Note.

      No  amendment, modification or waiver of any provision of this  Note,  nor
consent  to  any departure by Borrower herefrom, shall be effective  unless  the
same  shall  be in writing signed by an authorized officer of Lender,  and  then
only  in  the specific instance and for the purpose for which given.  No failure
on  the part of Lender to exercise, and no delay in exercising, any right  under
this  Note  shall operate as a waiver thereof, nor shall any single  or  partial
exercise  by Lender of any right under this Note preclude any other  or  further
exercise  thereof,  or the exercise of any other right.  Each  and  every  right
granted to Lender under this Note or allowed to it at law or in equity shall  be
deemed  cumulative  and  such  remedies may  be  exercised  from  time  to  time
concurrently or consecutively at Lender's option.

      All  notices required to be given or which may be given in connection with
this  Note  shall  be given in the manner required for notices  under  the  Loan
Agreement.

      This  Note is governed by and shall be interpreted in accordance with  the
laws  of  the  State of Missouri, without regard to choice or conflict  of  laws
rules.

      This  Note  is  an  amendment and restatement of the revolving  note  from
Borrower to The Boatmen's National Bank of St. Louis dated as of June 25,  1996,
as amended and restated to the date hereof.  This Note is not a novation.

[SIGNATURE PAGE FOLLOWS]<PAGE>
LABARGE/STC, INC.                  LABARGE WIRELESS, INC.
By its    Vice President           By its    Vice President

s/Donald H. Nonnenkamp             s/Donald H. Nonnenkamp
Print Name: Donald H. Nonnenkamp   Print    Name:   Donald    H.
                                   Nonnenkamp
Notice Address:
C/O LaBarge, Inc.                  Notice Address:
9900A Clayton Road                 C/O LaBarge, Inc.
St. Louis, MO  63124               9900A Clayton Road
Attn:     Donald H. Nonnenkamp     St. Louis, MO  63124
FAX # 812-9438                     Attn:          Donald      H.
TEL # 997-0800                     Nonnenkamp
                                   FAX # 812-9438
                                   TEL # 997-0800

LABARGE, INC.                      LABARGE OCS, INC.
by its Vice President              by its    Vice President

s/Donald H. Nonnenkamp             s/Donald H. Nonnenkamp
       Print   Name:   Donald   H. Print    Name:   Donald    H.
Nonnenkamp                         Nonnenkamp


Notice Address:                    Notice Address:
LaBarge, Inc.                      C/O LaBarge, Inc.
9900A Clayton Road                 9900A Clayton Road
St. Louis, MO  63124               St. Louis, MO  63124
Attn:     Donald H. Nonnenkamp     Attn:          Donald      H.
FAX # 812-9438                     Nonnenkamp
TEL # 997-0800                     FAX # 812-9438
                                   TEL # 997-0800