Exhibit 10.14

                    SECOND RENEWAL AND MODIFICATION AGREEMENT
                    -----------------------------------------

         THIS SECOND RENEWAL AND MODIFICATION AGREEMENT (this "Modification") is
made  by  and  between   UNIVERSAL  POWER  GROUP,   INC.,  a  Texas  corporation
("Borrower"), and COMPASS BANK ("Lender"), to be effective as of the 18th day of
April, 2006.
                                    RECITALS:

         WHEREAS,  Borrower  executed  and  delivered  to  Lender  that  certain
Revolving Credit and Security Agreement,  dated December 14, 2004 (the "Security
Agreement"), covering among other items of collateral certain Accounts, Accounts
Receivable,  Inventory,  and other  Collateral (each as defined in such Security
Agreement), both tangible and intangible, together with all other collateral and
property  described  in the  Security  Agreement  (all  of such  property  being
hereinafter collectively referred to as the "Property"); and

         WHEREAS,  the  Security  Agreement  secures  in part  the  indebtedness
evidenced by that certain  Revolving Note,  dated of even date with the Security
Agreement,  in the original stated principal amount of Twelve Million and No/100
Dollars  ($12,000,000.00),  executed by  Borrower  and payable to Lender (as may
have been heretofore renewed, extended, and/or modified, the "Note"); and

         WHEREAS, the Borrower has obligations (collectively, the "Obligations")
under the Note, Security Agreement, and other Loan Documents (as defined below),
which  Obligations,  Note,  Security  Agreement  and other Loan  Documents  were
modified,  renewed and/or extended, as the case may be, pursuant to that certain
Renewal  and   Modification   Agreement,   dated  March  23,  2006  (the  "First
Modification") (the indebtedness  evidenced by the Note is referred to herein as
the  "Loan",  and the Note,  Security  Agreement,  First  Modification,  and all
documents  evidencing the Loan are herein  collectively,  the "Loan Documents");
and

         WHEREAS,  the parties desire to increase the principal amount under the
Loan from Twelve Million and No/100 Dollars  ($12,000,000.00) to Sixteen Million
and  No/100  Dollars  ($16,000,000.00),  all in  accordance  with the  terms and
conditions herein contained; and

         WHEREAS,  the parties desire to further modify the terms of the Loan as
the same  relate to  certain of  Borrower's  covenants,  agreements,  duties and
obligations  under the Security  Agreement and other terms and conditions of the
Loan.


                                   AGREEMENTS:

         NOW,  THEREFORE,  for and in  consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  Borrower and Lender
hereby agree as follows:

         1. The parties desire to increase the original  principal amount of the
Note from Twelve Million and No/100 Dollars  ($12,000,000.00) to Sixteen Million


                                    10.14-1

<PAGE>
and No/100  Dollars  ($16,000,000.00)  (hereinafter,  the  "Principal  Amount"),
Borrower's duties and obligations under the Note (as hereby modified,  extended,
and renewed) to repay the Principal Amount (as herein defined) shall be included
within the definition of the Obligations as herein specified,  all in accordance
with the terms and conditions herein contained.

         2.  From  the date  hereof,  Borrower  promises  to pay to  Lender  the
Principal Amount (as herein modified),  together with interest  thereon,  and to
perform all of the  Obligations  under the Loan  Documents (as hereby  modified)
including,  without limitation the payment of all outstanding principal together
with all accrued but unpaid  interest on the  Maturity  Date (as defined in both
the Note and Security Agreement). The Principal Amount shall accrue interest and
be due and payable in  accordance  with and as specified  within the  Promissory
Note;  provided,  however,  that,  contemporaneously  upon the execution of this
Modification,  Borrower and Lender shall execute that certain First Amendment to
Master  Revolving  Promissory Note (the "First  Amendment"),  reflecting,  among
other  revised  terms,  the  increase of the  Principal  Amount as  specified in
Section 1 above, as well as the increase in the sub-limit upon letters of credit
(defined  as L/C's  under the  Security  Agreement)  from  Seven  Hundred  Fifty
Thousand and No/100  Dollars  ($750,000.00)  in the  aggregate to Eight  Hundred
Seventy Five Thousand and No/100 Dollars ($875,000.00).  By this reference,  the
First Amendment is hereby incorporated into this Modification for all purposes.

         3. In addition to the foregoing,  the parties hereby further agree that
certain sections of the Security Agreement shall be modified and/or amended, all
in accordance with the following:

         (a) Any and all  references to (i) "Twelve  Million and No/100  Dollars
             ($12,000,000.00)"  or  "$12,000,000.00"  in the Security  Agreement
             with respect to the amount of the  Revolving  Line shall be deleted
             and  replaced  in their  entirety  by  "Sixteen  Million and No/100
             Dollars  ($16,000,000.00)"  or "$16,000,000.00,"  respectively,  as
             appropriate;  and (ii) "Seven  Hundred  Fifty  Thousand  and No/100
             Dollars  ($750,000.00)" or "$750,000.00" in the Security  Agreement
             with respect to the sub-limit on the aggregate  amount of L/C's (as
             defined in the Security  Agreement in respect of letters of credit)
             shall be deleted and replaced in their  entirety by "Eight  Hundred
             Seventy  Five  Thousand  and  No/100  Dollars   ($875,000.00)"   or
             "$875,000.00," respectively, as appropriate, all in accordance with
             the terms and  conditions  of the Security  Agreement  (as modified
             hereby) and as further set forth in the First Amendment.

         (b) The advance formula referenced in the Security  Agreement,  Section
             1.1,  and  defined as the  "Borrowing  Base"  therein  shall be and
             hereby is modified as follows:  "eighty-five percent (85.0%) of the
             outstanding value of Borrower's  Eligible  Accounts  Receivable (as
             defined in the Security Agreement and modified hereby),  plus fifty
             percent (50.0%) of the value of Borrower's  Eligible  Inventory (as
             hereinafter   defined).   Advances  against   Borrower's   Eligible
             Inventory shall not to exceed the lesser of (a)  $8,500,000.00,  or
             (b) an amount equal to the product of (i) one and  one-half  (1.5),
             multiplied  by (ii)  eight-five  percent  (85%) of the  outstanding
             value of Borrower's  Eligible  Accounts  Receivable at any one time
             outstanding;   provided,  however,  that  in  no  event  shall  the
             aggregate sum of all principal advances made by Bank to Borrower at


                                    10.14-2
<PAGE>
             any   one   time   outstanding   hereunder   exceed   the   sum  of
             $16,000,000.00." From and after the date of this Modification,  all
             references to the term "Borrowing  Base" in the Security  Agreement
             and other Loan Documents shall refer to the advance formula defined
             above.

         (c) Section  2.9 of the  Security  Agreement  shall  be and  hereby  is
             amended to read in its entirety as follows:

             "Section 2.9 Location of  Collateral.  Except for Inventory sold in
             the ordinary  course of business,  all Inventory and other tangible
             Collateral  have always been,  are and shall continue to be kept at
             Borrower's   locations   as  reflected  in  Schedule  2.9  of  this
             Agreement."

         (d) Section 6.1 (ii) of the Security  Agreement  shall be and hereby is
             amended  to read  in its  entirety  as  follows:  "(ii)  Borrower's
             audited fiscal year-end financial statements (in form,  preparation
             and  substance  acceptable  to Bank) within one hundred fifty (150)
             days after the close of each of its  year-end,  including a balance
             sheet as of the  close  of such  period,  an  income  statement,  a
             reconciliation  of  stockholders'  equity,  and a statement of cash
             flows, all certified by an independent  certified public accountant
             acceptable  to Bank  and  analyzed  in  accordance  with  generally
             accepted accounting principles;"

         (e) Section  7.2 of the  Security  Agreement  shall  be and  hereby  is
             amended to read in its entirety as follows:

             "7.2  Borrowings;  Permitted  Indebtedness.  Except for  borrowings
             under the Revolving Line, Borrower shall not borrow any money other
             than (i) Subordinated  Debt (but only to the extent such borrowings
             and loans shall be fully subordinated hereto), without Bank's prior
             written  consent,  or (ii) for  trade  credit  and to  finance  the
             purchase of equipment in the  ordinary  course of business,  not to
             exceed  $50,000.00  in the  aggregate  at any given  time,  without
             Bank's prior  written  consent.  Except in favor of Bank,  Borrower
             shall  not  guarantee,   endorse  or  assume,  either  directly  or
             indirectly,  any indebtedness of any other corporation,  person, or
             entity."

         (f) Section  7.3 of the  Security  Agreement  shall  be and  hereby  is
             amended to read in its entirety as follows:

             "Section 7.3 Dividends. Borrower shall not pay, make or declare any
             dividends,  distributions,  or other similar payments,  or make any
             other advances of any nature whatoseover,  to Borrower's directors,
             managers, officers, employees, owners, parent, members, affiliates,
             subsidiaries or other related  persons or entities,  without Bank's
             prior  written  consent.  Notwithstanding  anything  herein  to the
             contrary,  Bank agrees that  Borrower may pay a monthly  management
             fee  to  Zunicom  of up  to  $40,000.00  per  month  and  quarterly
             dividends  equal to 50% of  Borrower's  net  income  for any fiscal
             quarter for cash, taxes, or other Zunicom  expenses,  provided that
             (a) no Default  of Event of Default  exists as of the date any such


                                    10.14-3
<PAGE>
             payment is to be made or such  payment  would  cause or result in a
             Default or Event of Default,  (b) there is at least  $500,000.00 of
             borrowing availability under the Revolving Line after the making of
             any such payment,  (c) no more than one dividend is paid per fiscal
             quarter of  Borrower,  and (d) any such  dividend is paid no sooner
             than  thirty  (30)  days  from  Bank's  receipt  of  the  financial
             statements  delivered  by  Borrower  for the end of the month  that
             coincides with the end of such fiscal quarter of Borrower. Borrower
             shall not  redeem,  purchase  or in any manner  acquire  any of its
             outstanding shares without Bank's prior written consent."

         (g) Section 7 (g) in  Addendum A  attached  to the  Security  Agreement
             shall be and hereby is amended to read in its  entirety as follows:
             "(g) it is located at one of  Borrower's  places of business in (i)
             Carrollton,  Texas,  (ii) Oklahoma City,  Oklahoma,  (iii) Overland
             Park, Kansas, or (iv) Las Vegas, Nevada;"

         (h) Schedule  2.9 of the Security  Agreement  is hereby  deleted in its
             entirety and replaced by the attached Schedule 2.9 (attached hereto
             as  Exhibit  A) which  shall  be  incorporated  into  the  Security
             Agreement (as hereby modified) for all purposes.

         (i) Except as  specifically  set forth in the  Security  Agreement  (as
             hereby  modified),  the  parties  acknowledge  and  agree  that all
             financial  covenants of Borrower  and/or any guarantor set forth in
             the Security Agreement  (including,  without  limitation,  Sections
             6.5,  6.6,  7.9.  and  7.11 of the  Security  Agreement)  shall  be
             measured   based   upon   information   contained   in   Borrower's
             internally-prepared   financial  statements,   including,   without
             limitation,  such  statements  as are  required to be  delivered to
             Lender pursuant to clauses (i), (iii),  (iv), and (viii) of Section
             6.1 of the Security  Agreement or as  otherwise  may be  reasonably
             requested from Lender from time to time.

         4. Borrower hereby conveys and/or re-conveys,  grants and/or re-grants,
and makes and/or re-makes, each as applicable,  to Lender the security interests
and liens upon the Property remaining subject to the Loan Documents and securing
the  Obligations.  Further,  Borrower hereby  covenants and agrees that Borrower
shall not sell,  transfer,  convey or  otherwise  dispose of any of the Property
without Lender's prior written consent (except as otherwise  permitted under the
Security Agreement), and, in the event such consent by Lender is given, Borrower
shall  provide  Lender  with  such  additional  security  with  respect  to  the
Obligations as Lender shall require in its sole and absolute discretion.

         5. Borrower hereby renews, but does not extinguish, the Note, Loan, and
the liens and security interests created and evidenced by the Security Agreement
and all other liens and security interests securing the Note (including, without
limitation,  any vendor's  lien),  and Borrower  promises to pay to the order of
Lender,  the principal sum of the Loan evidenced by the Note, or so much thereof
as may be advanced and  outstanding,  together  with interest at the rate and in
the manner  specified in the Note, as modified  herein,  and to observe,  comply
with  and  perform  each and  every  of the  terms  and  provisions  of the Loan
Documents as herein modified.

         6.  Borrower  hereby  reaffirms the liens on the Property and any other


                                    10.14-4
<PAGE>
liens securing the Note and/or Loan until the indebtedness and the Note and Loan
as  modified  and  renewed  hereby has been  fully  paid,  and  agrees  that the
modification  set forth  herein  shall in no manner  affect or impair  the Note,
Loan,  or the liens  securing  the same,  and that said  liens  shall not in any
manner be waived,  the  purpose of this  instrument  being  simply to modify the
Security  Agreement  (and other Loan  Documents,  as  appropriate)  and to carry
forward all liens securing the same,  which are  acknowledged  by Borrower to be
valid and subsisting.  Borrower  further agrees that all terms and provisions of
the Note and of the  instrument  or  instruments  creating  or fixing  the liens
securing  the same  shall be and  remain  in full  force and  effect as  therein
written,  except as otherwise  expressly  provided herein.  All liens are hereby
carried  forward  from the  original  inception  thereof,  and  Borrower  hereby
ratifies,  reaffirms and confirms all of said liens from the original  inception
thereof.  Except as otherwise  specified herein, the terms and provisions hereof
shall in no manner impair, limit,  restrict, or otherwise affect the obligations
of Borrower or any guarantor under the Loan Documents.  As a material inducement
to Lender to execute and deliver this Modification, Borrower hereby acknowledges
and agrees that Borrower is well and truly  indebted to Lender in the amount set
forth  hereinabove,  and that the  liens,  security  interests  and  assignments
created  by  the  Security   Agreement  and  any  other  Loan   Documents   are,
respectively,  valid and subsisting liens, security interests,  and assignments,
and, to the best of  Borrower's  knowledge,  are of the  validity  and  priority
recited in the Security  Agreement  and the other Loan  Documents.  As a further
material inducement to Lender to execute and deliver this Modification, Borrower
hereby  acknowledges that there are no claims or offsets against, or defenses or
counterclaims  to,  the terms or  provisions  or other  obligations  created  or
evidenced by the Loan Documents,  and represent that, after  modification of the
Security  Agreement and other Loan Documents  hereunder,  no event has occurred,
and no condition exists which would constitute a default, either with or without
notice or lapse of time, or both, under the Loan Documents.

         7.  Borrower  reaffirms  and  remakes,  as  of  the  date  hereof,  all
representations and warranties  contained in the Note,  Security Agreement,  and
other Loan Documents.  Borrower further  represents and warrants that, except as
disclosed in writing to Lender,  it has done nothing,  nor has allowed anything,
to adversely  affect title to or encumber the Property or any other  property of
Borrower in which Lender has a security  interest.  Borrower further  represents
and warrants to Lender that it is aware of no  condition or fact,  which has not
been disclosed in writing to Lender, which would materially adversely affect the
repayment  to Lender of all sums due under  the Note,  Security  Agreement,  and
other Loan Documents.

         8. Borrower,  for it and its successors,  assigns,  and representatives
does hereby  waive,  release,  and discharge  Lender and its agents,  employees,
officers,  directors, and attorneys (collectively,  the "Released Parties") from
any and all of Lender's  duties,  obligations,  and  liabilities  arising under,
based upon or  associated  with,  directly or  indirectly,  the Loan,  the Note,
Security Agreement, First Modification,  and any Loan Documents,  existing as of
the date of this Modification,  and further does hereby waive any and all claims
and causes of action of any kind or  character,  arising  under,  based upon, or
associated  with,  directly  or  indirectly,  the Loan  Documents  or the  acts,
actions, or omissions of the Released Parties in connection therewith,  existing
as of the  date  hereof,  whether  known or  unknown,  asserted  or  unasserted,
equitable  or at law,  arising  under or  pursuant to common or  statutory  law,
rules, or regulations.


                                    10.14-5
<PAGE>
         9.  Borrower  hereby  ratifies,  reaffirms  and  confirms  any  and all
covenants,  agreements,  or  promises  heretofore  made by Borrower to Lender in
connection with the Loan, Note, Security Agreement, or other Loan Documents, and
all renewals thereof, including as hereby modified.

         10. Borrower agrees,  simultaneously  with and as a condition precedent
to the execution hereof,  to pay to Lender a non-refundable  credit facility fee
in the amount of $5,000.00  (representing  0.125% of the $4,000,000.00 amount of
the increased  availability under the Revolving Line [as defined in the Security
Agreement]),  as well as all costs and expenses of Lender incurred in connection
with the preparation and  administration of this  Modification,  including,  the
cost of any recording fees and charges  associated  with the Security  Agreement
and/or other Loan Documents, and Lender's attorneys' fees and expenses.

         11. It is hereby agreed and  acknowledged  that other parties,  if any,
who are liable in any part for the Obligations,  including,  without limitation,
Zunicom, Inc., a Texas corporation, in its capacity as guarantor of the Loan and
Obligations, are in no way released or discharged from such Obligations, nor are
Lender's rights against such persons or entities  waived or negatively  impacted
by the execution of this Modification.

         12. The parties agree that all clauses  contained in the Loan Documents
which relate to the payment,  application, and spreading of interest received by
Lender which may be greater than the maximum amount  allowed by applicable  law,
shall  remain  in  full  force  and  effect  and  by  this  reference  be  fully
incorporated herein.

         13. If any provision of this  Modification  or application to any party
or circumstance shall be determined by any court of competent jurisdiction to be
invalid and  unenforceable to any extent,  the remainder of this Modification or
the  application of such provision to such person or  circumstances,  other than
those as to which it is so  determined  invalid or  unenforceable,  shall not be
affected thereby, and each provision hereof shall be valid and shall be enforced
to the fullest extent permitted by law.

         14.  Except as amended  hereby,  the Note,  Security  Agreement,  First
Modification,  and other Loan Documents remain  unmodified and in full force and
effect.

         15. THE LOAN, NOTE, SECURITY AGREEMENT,  FIRST MODIFICAITON,  AND OTHER
WRITTEN LOAN DOCUMENTS,  AS MODIFIED BY THIS  MODIFICATION,  REPRESENT THE FINAL
AGREEMENT  BETWEEN BORROWER AND LENDER,  AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN BORROWER AND LENDER.

                  [remainder of page intentionally left blank]










                                    10.14-6
<PAGE>
         EXECUTED to be effective as of the date first above written.

                                    BORROWER:
                                    ---------
     UNIVERSAL POWER GROUP, INC.,

     a Texas corporation



                                    By:      ______________________________
                                    Name:    ______________________________
                                    Title:   ______________________________

                                    LENDER:

                                    COMPASS BANK


                                    By:      ______________________________
                                    Name:    ______________________________
                                    Title:   ______________________________

                  [remainder of page intentionally left blank]

































                                    10.14-7
<PAGE>
ACCEPTED, AGREED, AND ACKNOWLEDGED:
----------------------------------

ZUNICOM,  INC.,  a  Texas  corporation   ("Guarantor"),   as  guarantor  of  the
Obligations  herein specified pursuant to its execution of that certain Guaranty
Agreement dated of even date with the Security  Agreement (the  "Guaranty"),  is
executing  below to evidence  (a) its consent to this  Modification  and (b) its
agreement that (i) this Modification does not void, invalidate, create a defense
to the enforcement of, or otherwise  negatively impact the Guaranty and (ii) the
Guaranty  shall  continue  in  full  force  and  effect  and  cover  all  of the
Obligations  (as  herein  modified);  provided,  however,  that,  upon  Lender's
request,  Guarantor shall execute a new Guaranty Agreement,  to be dated of even
date  herewith to further  evidence  its duties and  obligations  as a principal
obligor with respect to the Obligations (as herein modified).


GUARANTOR:
---------

ZUNICOM, INC.,
a Texas corporation


By:      ______________________
Name:    ______________________
Title:   ______________________


187052.1/2995.101


                       [acknowledgments on following page]

























                                    10.14-8
<PAGE>
STATE OF TEXAS           ss.
                         ss.
COUNTY OF DALLAS ss.

         The foregoing  instrument was acknowledged before me this        day of
                                                                   ------
April, 2006, by                  ,  as                        of Universal Power
                -----------------       --------------------
Group, Inc., a Texas corporation, on behalf of such entity.


                                    -------------------------------------------
                                    Notary Public in and for the State of Texas

STATE OF TEXAS           ss.
                                  ss.
COUNTY OF DALLASss.

         This instrument was  acknowledged  before me on the _____ day of April,
2006, by ______________________, as __________________ of Zunicom, Inc., a Texas
corporation, on behalf of said corporation in its capacity as guarantor.


                                    -------------------------------------------
                                    Notary Public in and for the State of Texas

STATE OF TEXAS           ss.
                         ss.
COUNTY OF DALLAS ss.

         This instrument was  acknowledged  before me on the       day of April,
                                                             -----
2006, by                       ,                        of COMPASS BANK.
         ----------------------  ----------------------

                                    -------------------------------------------
                                    Notary Public in and for the State of Texas




















                                    10.14-9
<PAGE>
                                    EXHIBIT A
                                    ---------
                                  Schedule 2.9
                                  ------------
                               Places of Business
                               ------------------

Business Locations
Universal Power Group

             1)       Main Warehouse and Corporate Offices
                      1720 Hayden Road
                      Carrollton, Texas 75006

             2)       Oklahoma City Retail Store and Wholesale Warehouse
                      11605 N. Santa Fe
                      Oklahoma City, Oklahoma 73114

             3)       Kansas City Customer Service Center
                      10580 Barkley, Ste. #410
                      Overland Park, Kansas 66212

             4)       South Tech-Diablo Business Center, LLC
                      5770 South Valley View Boulevard
                      Las Vegas, Nevada 89118
































                                    10.14-10