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EXHIBIT 10.1




THIRD AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AND

SECURITY AGREEMENT




     THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AND
SECURITY AGREEMENT (this “Agreement”) is made as of February 28, 2004, by
SENSYTECH, INC., formerly known as Sensys Technologies Inc., a Delaware
corporation (“Sensytech”), ST PRODUCTIONS SYSTEMS, INC., a Delaware
corporation (“Production”) and SENSYTECH FINANCIAL SERVICES, INC., a
Delaware corporation (“Financial”; Sensytech, Production and Financial
are hereinafter referred to collectively as the “Borrower”), and BANK OF
AMERICA, N. A., formerly NationsBank, N. A., a national banking
association (the “Lender”).



RECITALS




     A. Sensytech and the Lender entered into a Second Amended and Restated
Financing
and Security Agreement dated as of February 28, 2002 (the “Original
Agreement.



     B. Production joined in the Original Agreement as a borrower pursuant
to an Additional Borrower Joinder Supplement dated April 15, 2002.



     C. Financial joined in the Original Agreement as a borrower pursuant
to an Additional Borrower Joinder Supplement dated March 1, 2003.



     D. The Original Agreement has been modified pursuant to a First
Amendment to Second Amended and Restated Financing and Security
Agreement dated as of February 28, 2003 and a Second Amendment to Second
Amended and Restated Financing and Security Agreement dated as of March
1, 2003 (together with the Original Agreement, as amended, modified,
substituted, extended, and renewed from time to time, collectively, the
“Financing Agreement”).



     E. The Financing Agreement provides for some of the agreements between
the Borrower and the Lender with respect to the “Loans” (as defined in the
Financing Agreement), including a revolving credit facility in the maximum principal amount
of $15,000,000 and a letter of credit facility as part of that revolving credit facility.



     F. The Borrower has requested that the Lender extend the Revolving
Credit Expiration Date to February 28, 2006.



     G. The Lender is willing to agree to the Borrower’s request on the
condition, among others, that this Agreement be executed.



AGREEMENTS




     NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, receipt of which is hereby acknowledged, the
Borrower and the Lender agree as follows:



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     1. The Borrower and the Lender agree that the Recitals above are a part of
this Agreement. Unless otherwise expressly defined in this Agreement, terms
defined in the Financing Agreement shall have the same meaning under this Agreement.



     2. The Borrower and the Lender agree that on the date hereof the aggregate
outstanding principal balance under the Revolving Credit Note (subject to
change for returned items and other adjustments made in the ordinary course
of business) is $ – 0 –



     3. Each of the Borrower represents and warrants to the Lender as follows:



          (a) It is a corporation duly organized, and validly existing and in good
standing under the laws of the State of Delaware and is duly qualified to
do business as a foreign
corporation in good standing in every other state wherein the conduct of
its business or the
ownership of its property requires such qualification;



          (b) It has the power and authority to execute and deliver this Agreement
and perform its obligations hereunder and has taken all necessary and appropriate
corporate/partnership action to authorize the execution, delivery and
performance of this Agreement;



          (c) The Financing Agreement, as heretofore amended and as amended by this
Agreement, and each of the other Financing Documents remains in full force
and effect, and
each constitutes the valid and legally binding obligation of Borrower,
enforceable in accordance
with its terms;



          (d) All of Borrower’s representations and warranties contained in
the Financing Agreement and the other Financing Documents are true and correct
on and as of the date of Borrower’s execution of this Agreement; and



          (e) No Event of Default and no event which, with notice, lapse of time or
both would constitute an Event of Default, has occurred and is continuing
under the Financing Agreement or the other Financing Documents which has not
been waived in writing by the Lender.



     4. The Financing Agreement is hereby amended as follows:



          (a) Section 1.1 (Certain Defined Terms) of the Financing Agreement is
hereby amended by deleting the following defined terms in their entirety
and inserting the following defined terms in place thereof:



          “Revolving Credit Expiration Date” means February 28, 2006.”



          (b) Section 2.3.3 (Administrative Fees) is hereby deleted in its entirety
and the following section is inserted in its place;



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     “2.3.3 Administrative Fees.




     The Borrower shall pay to the Lender a quarterly
administrative fee (each an “Administrative Fee” and collectively,
the “Administrative Fees”) for administrative services performed
in conjunction with the Revolving Credit Facility. The quarterly
Administrative Fee shall be $5,625 and shall be payable each
quarter, in advance, on the first (1st) day of each March, June,
September and December until the Revolving Credit Termination
Date,”



          (c) Section 6.1.12 (Government Contracts) is hereby deleted in its
entirety and the following section is inserted in its place:



          “Section 6.1.12 Government Contracts.




     The Borrower shall immediately notify the Lender of the
execution of any Government Contract with a contract value equal
to or greater than One Million Five Hundred Thousand Dollars
($1,500,000) and shall in accordance with Section 3.2 (Grant of
Liens) execute any instruments and take any steps in order that
all moneys due and to become due under such Government Contracts
shall be assigned to the Lender and notice thereof given to the
Government under the Federal Assignment of Claims Act of 1940 (31
U.S.C. §3727 and 41 U.S.C. §15) or any other similar applicable
law. On the Lender’s request the Borrower shall assign such other
Government Contracts as the Lender requires in the exercise of its
reasonable discretion.”



          (d) Section 6.1.15(a) (Tangible Net Worth) is hereby deleted in its
entirety and the following section is inserted in its place:




     ”(a) Tangible Net Worth. The Borrower will at all times
maintain a Tangible Net Worth of not less than $20,000,000.”



          (e) Section 6.2,1 (Capital Structure, etc.) is hereby deleted in its
entirety and
the following section is inserted in its place:




     “Section 6.2.1 Capital Structure, Merger, Acquisition or Sale of
Assets.




     The Borrower will not alter or amend its capital structure,
authorize any additional class of equity, enter into any merger or
consolidation or amalgamation, windup or dissolve itself (or
suffer any liquidation or dissolution) or acquire all or
substantially all the assets of any Person with a purchase price
of $5,000,000 or more, or make acquisitions in the aggregate
during the term of the Credit Facilities with an aggregate
purchase price in excess of $15,000,000, or sell, lease or
otherwise dispose of any of its assets without the prior written
consent of the Lender. Any consent of the Lender to the
disposition of any assets may be conditioned on a specified use of
the proceeds of disposition.”



          (f) Section 6.2.6 is hereby deleted in its entirety and the
following section is inserted in its place:



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     “Section 6.2.6 Operating Lease Obligations:




     The Borrower will not incur or permit to exist any Lease
Obligations except Capital Leases expressly permitted by this Agreement,
if the aggregate amount of all such Lease Obligations would at any time
exceed Two Million Five Hundred Thousand Dollars ($2,500,000) during any
fiscal year of the Borrower.”



          (g) Section 6.2.18 (Profitability) is hereby deleted in its
entirety.



     5. The Borrower hereby issues, ratifies and confirms the representations,
warranties
and covenants contained in the Financing Agreement, as amended hereby. The
Borrower agrees that this Agreement is not intended to and shall not cause a novation with
respect to any or all of the Obligations.



     6. The Borrower acknowledges and warrants that the Lender has acted in
good faith
and has conducted in a commercially reasonable manner its relationships
with the Borrower in
connection with this Agreement and generally in connection with the
Financing Agreement and
the Obligations, the Borrower hereby waiving and releasing any claims to
the contrary.



     7. The Borrower shall pay at the time this Agreement is executed and
delivered all
fees, commissions, costs, charges, taxes and other expenses incurred by
the Lender and its
counsel in connection with this Agreement, including, but not limited to,
reasonable fees and
expenses of the Lender’s counsel and all recording fees, taxes and
charges.



     8. This Agreement may be executed in any number of duplicate originals or
counterparts, each of such duplicate originals or counterparts shall be
deemed to be an original
and all taken together shall constitute but one and the same instrument.
The Borrower agrees
that the Lender may rely on a telecopy of any signature of the Borrower.
The Lender agrees that
the Borrower may rely on a telecopy of this Agreement executed by the
Lender.



     IN WITNESS WHEREOF, the Borrower and the Lender have executed this
Agreement under seal as of the date and year first written above.



	 	 	 	 	 
	WITNESS OR ATTEST:	 	SENSYTECH, INC., formerly known as Sensys
	 	 	Technologies Inc.
	 
	 	 	 	 
	/s/
SHARON M. JOHNSON

	 	By:
	 	/s/ Donald F. Fultz                   (Seal)
	

	 	 	 	
 
	

	 	 	 	Name: Donald F. Fultz
	

	 	 	 	Title: Vice President and CEO







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	WITNESS:	 	ST PRODUCTION SYSTEMS, INC.
	 
	 	 	 	 
	/s/SHARON
            M. JOHNSON
	 	By:
	 	/s/ Donald F. Fultz (SEAL)
	

	 	 	 	
 
	

	 	 	 	Name: Donald FT Fultz
	

	 	 	 	Title: Vice President and CFO
	 
	 	 	 	 
	WITNESS:	 	SENSYTECH FINANCIAL SERVICES, INC
	 
	 	 	 	 
	/s/
SHARON M. JOHNSON

	 	By:
	 	/s/ Donald F. Fultz (SEAL)
	

	 	 	 	
 
	

	 	 	 	Name: Donald F. Fultz
	

	 	 	 	Title: Vice President and CFO
	 
	 	 	 	 
	WITNESS:	 	BANK OF AMERICA, N. A., formerly
	

	 	Nations
	 	Bank, N. A.
	 
	 	 	 	 
	ANN SHANKROFF
	 	By:
	 	/s/DIANE BAUMAN (SEAL)
	

	 	 	 	
 
	

	 	 	 	DIANE BAUMAN
	

	 	 	 	Senior Vice President








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