EXHIBIT 10.3

     Amendment to Loan and Security Agreement dated September 17, 2000


K-Tronik Int'l Corporation
290 Vincent Avenue
Hackensack, New Jersey 07601

Re:  Loan and Security Agreement dated as of September 17,
     1998 (the "Loan Agreement")

Gentlemen:

     This is to confirm our approval of your request for an
increase to $650,000.00 of the maximum amount of  the revolving
credit facility provided for in the Loan Agreement. Accordingly we
have agreed to modify section 2.1(A) and 2.7 of the Loan Agreement to
read as follows:

2.1  Revolving Advances; Advance Limit.  Upon the request of
Borrower, made at any time or from time to time during the Term and so
long as no Event of Default has occurred and is continuing, BACC may,
in its sole and absolute discretion, make Advances in an amount up to
(a) eighty percent (80%) of the aggregate outstanding amount of
Eligible Accounts, plus (b) the lesser of (1) fifty percent (50%) of
the aggregate value of the Eligible Inventory plus ten percent (10%) of
the aggregate value of the Slow Moving Inventory or (2) initially Two
Hundred Fifty Thousand Dollars ($250,000.00); provided, however, that
(a) in no event shall the aggregate amount of the outstanding Advances
be greater than, at any time, the amount of Six Hundred Fifty Thousand
Dollars ($650,000.00) (the Advance Limit) and provided further that (b)
the maximum amount of Advances against Eligible Inventory and Slow
Moving Inventory shall not exceed initially sixty percent (60%) of the
total Advances and which percentage will reduce two percent (2%) per
month commencing on October 1, 1998 and by 2% on the first day of each
month thereafter until the percentage equals thirty six percent (36%)
and (c) the maximum dollar amount of Advances against Eligible
Inventory and Slow Moving Inventory shall decrease by Five Thousand
Dollars ($5,000.00) per month commencing on October 1, 1998 and on the
same day of each month thereafter until the maximum amount is reduced
to One Hundred Seventy Five Thousand Dollars ($175,000).

2.7  Origination Fee.  In consideration of BACC entering
into this Agreement, Borrower shall pay BACC an origination fee of
Five Thousand Dollars ($5,000.00), which shall be paid simultaneous
with the execution of the Loan Agreement  and thereafter an
origination fee of Six Thousand Five Hundred Dollars ($6,500.00) on
each annual anniversary of the date hereof.

     In consideration of our agreeing to so increase the maximum
amount of the revolving credit facility, you shall pay to us,
contemporaneous with the execution hereof, a facility fee of $1,500.00.

     Our approval shall not constitute a waiver of any Events of
Default, if any so exist, or any future violation of any provisions
of the Loan Agreement or any other Loan Documents.

     By your execution hereof Borrower agrees to pay all costs
and expenses, including reasonable attorneys fees and disbursements,
incurred by BACC in connection with the preparation of this letter
agreement and the other documents created in connection herewith.
Capitalized terms not defined herein but defined in the Loan
Agreement shall have the same meaning ascribed to such terms in the
Loan Agreement.  Your execution shall also act as your representation
that the execution of this letter agreement has been authorized by
all required corporate action, that this letter agreement constitutes
the valid and binding obligation of the Borrower, is enforceable in
accordance with its terms and that no material adverse change in the
financial condition of the Borrower has occurred and the Borrower's
reaffirmation of its grant to BACC of a lien on the Collateral.

     Except as herein set forth, the Loan Agreement and all
other Loan Documents shall remain in full force and effect.  Our
agreement as aforesaid is subject to your written agreement with the
terms hereof by signing and returning a copy hereof where so
indicated below along with the enclosed Modified and Replacement
Revolving Credit Master Promissory Note, and by the written consents
of the guarantor and the pledgor where so indicated below.   This
letter may be executed in counterparts.

                           BUSINESS ALLIANCE CAPITAL CORP.


                           /s/William Seibold
                           William Seibold
                           Senior Vice President

Agreed to:

                           K-Tronik Int'l Corporation


                           /s/Robert Kim
                           Robert Kim
                           President


     The undersigned, guarantor of the Liabilities of the
Borrower to BACC, hereby consents to the above letter and agrees that
same shall not affect his Individual Guaranty dated as of June 1,
1998, which guaranty remains in full force and effect.


                                      "Robert Kim"
                                      Robert Kim


     The undersigned, the pledgor under a Pledge Agreement dated
as of September 16, 1998, pledging certain stock as security for the
Liabilities of the Borrower to BACC, hereby consents to the above
letter and agrees that same shall not affect his Pledge Agreement,
which Pledge Agreement remains in full force and effect.


                                     "Gerry Racicot"
                                     Gerry Racicot