<PAGE>

                                                                    EXHIBIT 10.2

                                         For Bank Use Only Reviewed by__________

                                         Due DECEMBER 15, 2008

                                         Customer # 1105510939   Loan # 83

                      AMENDMENT TO LOAN AGREEMENT AND NOTE

     This amendment the ("AMENDMENT"), dated as of the date specified below, is
by and between the borrower (the "BORROWER") and the bank (the "BANK")
identified below.

                                    RECITALS

     A. The Borrower and the Bank have executed a Loan Agreement (the
"AGREEMENT") dated MARCH 23, 2000 and the Borrower has executed a Note (the
"NOTE"), dated FEBRUARY 15, 2001, either or both which may have been amended and
replaced from time to time, and the Borrower (and if applicable, certain third
parties) have executed the collateral documents which may or may not be
identified in the Agreement and certain other related documents (collectively
the "Loan Documents"), setting forth the terms and conditions upon which the
Borrower may obtain loans from the Bank from time to time in the original amount
of $5,500,000.00, as may be amended from time to time.

     B. The Borrower has requested that the Bank permit certain modifications to
the Agreement and Note as described below.

     C. The Bank has agreed to such modifications, but only upon the terms and
conditions outlined in this Amendment.

                               TERMS OF AGREEMENT

     In consideration of the mutual covenants contained herein, and for other
good and valuable consideration, the Borrower and the Bank agree as follows:

     X CHANGE OF MATURITY DATE. If checked here, any references in the Agreement
or Note to the maturity date or date of final payment are hereby deleted and
replaced with "DECEMBER 15, 2008".

     X CHANGE IN MAXIMUM LOAN AMOUNT. If checked here, all references in the
Agreement and in the Note (whether or not numerically) to the maximum loan
amount are hereby deleted and replaced with "$ 5,000,000.00", which evidences an
additional $ 2,500,000.00 available to be advanced subject to the terms and
conditions of the Agreement and Note.

     TEMPORARY INCREASE IN MAXIMUM LOAN AMOUNT. If checked here, notwithstanding
the maximum principal amount that may be borrowed from time to time under the
Agreement and Note, the maximum principal amount that may be borrowed thereunder
shall increase from $_______________ to $_________ effective ___________ through
__________ annually. On ___ through _______annually, the maximum principal
amount that may be borrowed thereunder shall revert to $____ and any loans
outstanding in excess of that amount will be immediately due and payable without
further demand by the Bank.

<PAGE>

     __ CHANGE IN MULTIPLE ADVANCE TERMINATION DATE. If checked here, all
references in the Agreement and in the Note to the termination date for multiple
advances are hereby deleted and replaced with " ____ ".

     __ CHANGE IN PAYMENT SCHEDULE. If checked here, effective upon the date of
this Amendment, any payment terms are amended as follows:

     __ CHANGE IN INTEREST RATE. If checked here, effective upon the date of
this Amendment, interest payable under the Note is amended as follows:

The unpaid principal balance will bear interest at an annual rate described in
the Interest Rate Rider attached to this Amendment.

     ___ CHANGE IN LATE PAYMENT FEE. If checked here, subject to applicable law,
if any payment is not made on or before its due date, the Bank may collect a
delinquency charge of _____% of the unpaid amount. Collection of the late
payment fee shall not be deemed to be a waiver of the Bank's right to declare a
default hereunder.

     ___ CHANGE IN CLOSING FEE. If checked here and subject to applicable law,
the Borrower will pay the Bank a closing fee of $______ (apart from any prior
closing fee) contemporaneously with the execution of this Amendment. This fee is
in addition to all other fees, expenses and other amounts due hereunder.

     ___ CHANGE IN PAID-IN-FULL PERIOD. If checked here, all revolving loans
under the Agreement and the Note must be paid in full for a period of at least
_____ consecutive days during each fiscal year. Any previous Paid-in-Full
provision is hereby replaced with this provision.

     DEFAULT INTEREST RATE. Notwithstanding any provision of this Note to the
contrary, upon any default or at any time during the continuation thereof
(including failure to pay upon maturity), the Bank may, at its option and
subject to applicable law, increase the interest rate on this Note to a rate of
5% per annum plus the interest rate otherwise payable hereunder. Notwithstanding
the foregoing and subject to applicable law, upon the occurrence of a default by
the Borrower or any guarantor involving bankruptcy, insolvency, receivership
proceedings or an assignment for the benefit of creditors, the interest rate on
this Note shall automatically increase to a rate of 5% per annum plus the rate
otherwise payable hereunder.

     EFFECTIVENESS OF PRIOR DOCUMENTS. Except a specifically amended hereby, the
Agreement, the Note and the other Loan Documents shall remain in full force and
effect in accordance with their respective terms. All warranties and
representations contained in the Agreement and the other Loan Documents are
hereby reconfirmed as of the date hereof. All collateral previously provided to
secure the Agreement and/or Note continues as security, and all guaranties
guaranteeing obligations under the Loan Documents remain in full force and
effect. This is an amendment, not a novation.

     PRECONDITIONS TO EFFECTIVENESS. This Amendment shall only become effective
upon execution by the Borrower and the Bank, and approval by any other third
party required by the Bank.

     NO WAIVER OF DEFAULTS; WARRANTIES. This Amendment shall not be construed as
or be deemed to be a waiver by the Bank of existing defaults by the Borrower,
whether known or undiscovered. All agreements, representations and warranties
made herein shall survive the execution of this Amendment.

     COUNTERPARTS. This Amendment may be signed in any number of counterparts,
each of which shall be considered an original, but when taken together shall
constitute one document.

<PAGE>

     AUTHORIZATION. The Borrower represents and warrants that the execution
delivery and performance of this Amendment and the documents referenced herein
are within the authority of the Borrower and have been duly authorized by all
necessary action.

     TRANSFERABLE RECORD. The agreement and note, as amended, is a "transferable
record" as defined in applicable law relating to electronic transactions.
Therefore, the holder of the agreement and note, as amended, may, on behalf of
Borrower, create a microfilm or optical disk or other electronic image of the
agreement and note, as amended, that is an authoritative copy as defined in such
law. The holder of the agreement and note, as amended, may store the
authoritative copy of such agreement and note, as amended, in its electronic
form and then destroy the paper original as part of the holder's normal business
practices. The holder, on its own behalf, may control and transfer such
authoritative copy as permitted by such law.

     ATTACHMENTS. ALL DOCUMENTS ATTACHED HERETO, INCLUDING ANY APPENDICES,
SCHEDULES, RIDERS, AND EXHIBITS TO THIS AMENDMENT, ARE HEREBY EXPRESSLY
INCORPORATED HEREIN BY REFERENCE.

Dated as of  JANUARY 18, 2007
                                               HI-SHEAR TECHNOLOGY, CORP.
(Individual Borrower)                          Borrower Name (Organization)

_____________________________________          a DELAWARE Corporation

Borrower Name ________________N/A____          By: /s/ George W. Trahan
                                               Name and Title: George W. Trahan,
_____________________________________                          President/CEO

Borrower Name _____________N/A________         By:  /s/ Gregory J. Smith
                                               Name and Title: Gregory J. Smith,
                                                               V.P. Finance/CFO
Agreed to:
  U.S. BANK N.A.

By:  /s/ David Clarke
Name and Title:  David Clarke
                 Vice President


<PAGE>

                 ADDENDUM TO REVOLVING CREDIT AGREEMENT AND NOTE

This Addendum is made part of the Revolving Credit Agreement and Note (the
"Agreement") made and entered into by and between the undersigned borrower (the
"Borrower") and the undersigned bank (the "Bank") as of the date identified
below. The warranties, covenants and other terms described below are hereby
added to the Agreement.

AMENDMENTS TO FINANCIAL COVENANTS. Financial covenants set forth in the
Agreement are modified, added, deleted or restated as more specifically set
forth below. Financial covenants which are not modified, restated or deleted
below shall remain in full force and effect. Financial terms used in the
Amendment which are not specifically defined in the Amendment shall have the
meanings ascribed to them under generally accepted accounting principles. For
any Borrower or Guarantor who does not have a separate fiscal year end for tax
reporting purposes, the fiscal year will be deemed to be the calendar year.

MODIFICATION OF BORROWER FINANCIAL COVENANTS. All Borrower financial covenants,
whether set forth below or in the Agreement, will be maintained by Borrower (for
purposes of all existing, new and amended financial covenants, the "Subject
Party").

ADDITIONAL OR MODIFIED FINANCIAL COVENANTS. The following covenants are hereby
added or restated: CURRENT RATIO at all times of at least 2.0 to 1.

"CURRENT RATIO" shall mean the relationship, expressed as a numerical ratio,
between the amount described below in item (i) of the definition of "Net Working
Capital" and the amount described below in item (ii) of the definition of "Net
Working Capital".

"NET WORKING CAPITAL" shall mean:

(i)  The amount of all assets which under generally accepted accounting
     principles would appear as current assets on the balance sheet of the
     Subject Party.

Less

(ii) the amount of all liabilities which under generally accepted accounting
     principles would appear as current liabilities on such balance sheet,
     including all indebtedness payable on demand or maturing (whether by reason
     of specified maturity, fixed prepayments, sinking funds or accruals of any
     kind, or otherwise) within 12 calendar months or less from the date of the
     relevant statement, including all lease and rental obligations due in 12
     calendar months or less under capitalized leases, and including customers'
     advances and progress billings on contracts,

FIXED CHARGE COVERAGE RATIO as of the end of each fiscal quarter for the four
(4) fiscal quarters then ended of at least 1.25 to 1.

"FIXED CHARGE COVERAGE RATIO" shall mean (a) EBITDAR minus cash taxes, cash
dividends and Maintenance Capital Expenditures divided by (b) the sum of all
required principal payments (on short and long term debt and capital leases),
interest and rental or lease expense.

"EBITDAR" shall mean net income, plus interest expense, plus income tax expense,
plus depreciation expense plus amortization expense plus rent or lease expense.

<PAGE>

"MAINTENANCE CAPITAL EXPENDITURES" shall mean 50% of the Subject Party's
depreciation expense for the period specified.

"CAPITAL EXPENDITURES" shall mean the aggregate amount of all purchases or
acquisitions of fixed assets, including real estate, motor vehicles, equipment,
fixtures, leases and any other items that would be capitalized on the books of
the Subject Party under generally accepted accounting principles. The term
"Capital Expenditures" will not include expenditures or charges for the usual
and customary maintenance, repair and retooling of any fixed asset or the
acquisition of new tooling in the ordinary course of business.

DELETION OF FINANCIAL COVENANTS. The following financial covenants are hereby
deleted from the Agreement, as previously amended: Working Capital, Minimum Net
Worth, and Maintain positive cash flow from operations as presented in the
Sources and Uses Statement of the 10-Q and 10-K, measured on a rolling four
quarter.

DELETION OF FINANCIAL INFORMATION AND REPORTING REQUIREMENTS. The following
financial information and reporting requirements are hereby deleted from the
Agreement, as previously amended: Aging Accounts Receivable, Aging Accounts
Payable, and Revenue Billing and Backog Report.


Dated as of January 18, 2007

(Individual)                 (Non-Individual)

______________________       Hi-Shear Technology Corporation
Borrower Name n/a            a/an Delaware Corporation

______________________       By:  /s/ George W. Trahan
Borrower Name n/a            Name and Title: George W. Trahan, President/CEO

                             By:  /s/ Gregory J. Smith
                             Name and Title: Greorgy J. Smith, VP Finance/CFO

                             Agreed to:
                             U.S. Bank N.A.

                             By:  /s/ David Clarke
                             Name and Title: David Clarke, Vice President

<PAGE>

                         SECOND ADDENDUM TO AMENDMENT TO
                             LOAN AGREEMENT AND NOTE
                                     Between
               U.S. Bank N.A. and Hi-Shear Technology Corporation

                                January 18, 2007

The terms, conditions, representations, warranties and other provisions of this
Second Addendum to Amendment to Loan Agreement and Note (this "ADDENDUM") amend,
modify, and supplement the Amendment to Loan Agreement and Note (the
"AMENDMENT") by and between the undersigned borrower ("BORROWER") and U. S. Bank
N.A. ("BANK"), the Addendum to Revolving Credit Agreement and Note (the "FIRST
ADDENDUM") by and between Borrower and Bank, the Term Note in the original
principal amount of One Million and no/100 Dollars ($1,000,000.00) by Borrower
in favor of Bank (the "JANUARY 2007 NOTE") and the Addendum to Note (the "NOTE
ADDENDUM") by Borrower in favor of Bank, all of which documents are dated as of
the date hereof. The First Addendum and this Addendum are (notwithstanding the
name of the First Addendum and the introductory paragraph in the First Addendum)
addendums to the Amendment. The Amendment amends, modifies and/or supplements
the Agreement (as defined in the Amendment). Capitalized terms not defined
herein shall have the meanings ascribed to them in the Agreement, or if not
defined in the Agreement, the meanings ascribed to them under generally accepted
accounting principles ("GAAP"). In the event of any conflict between the
provisions of the Agreement, the Amendment or the First Addendum on the one
hand, and the provisions of this Addendum on the other, the provisions of this
Addendum shall prevail and control.

1. FIXED RATE OPTION (EXTENSION OF JANUARY 2007 NOTE). Borrower and Bank agree
that, so long as no default or Event of Default under any Loan Document has
occurred and is continuing, Borrower shall have the following option with
respect to the January 2007 Note:

Borrower may extend the maturity date of the January 2007 Note from January 18,
2008 (the "Original Maturity Date") to January 18, 2013 (the "Extended Maturity
Date") and convert the interest rate applicable thereto to a fixed rate per
annum equal to 2.00% plus Bank's Cost of Funds as of the date of the conversion.
This option may be exercised only: (a) once during the term of the January 2007
Note, on or before the Original Maturity Date; (b) upon actual receipt by Bank
of written notice of exercise from Borrower to Bank received no later than
December 18, 2007; (c) after all loan proceeds that Borrower has requested to be
advanced and that Bank has agreed to advance under the January 2007 Note have
been fully advanced; and (d) as to the entire then-outstanding principal balance
of the January 2007 Note.

Following conversion to a fixed rate as provided above, the repayment schedule
for the January 2007 Note shall be revised so that the remaining principal and
interest shall be payable in equal monthly installments, each in an amount
sufficient to amortize the remaining principal balance of the January 2007 Note
plus interest thereon over the remaining term of the January 2007 Note, as
extended to the Extended Maturity Date.

If Borrower is eligible and elects to convert to the fixed rate as provided
hereby, Borrower shall execute an amendment to the January 2007 Note or, at
Bank's option, an amended and restated note reflecting the extension of the
maturity date thereof, the change to a fixed rate and the change in the
repayment schedule, and describing Bank's applicable prepayment indemnity in
effect at the time of conversion. Depending upon the applicable prepayment
indemnity option following conversion, Borrower acknowledges that prepayment may
be prohibited except with the consent of Bank. Notwithstanding the foregoing,
Borrower shall have the option, at the time of conversion, to have the
prepayment indemnity waived in exchange for adding, to Bank's Cost of Funds, a
premium amount required by Bank at such time; provided, however, there shall be
no waiver of the prepayment indemnity if, at the time of conversion, the
outstanding principal balance of the January 2007 Note is less than $100,000.

<PAGE>

No additional advances shall be made under the January 2007 Note after
conversion to a fixed interest rate as provided above, even if less than all
proceeds evidenced by the January 2007 Note have been advanced prior to such
conversion.

For purposes of this Fixed Rate Option (Extension of January 2007 Note)
provision, the term "COST OF FUNDS" means the rate at which Bank would be able
to borrow funds of comparable amounts in the Money Markets for a period equal to
the remaining term of the January 2007 Note, adjusted for any reserve
requirement and any subsequent costs arising from a change in government
regulation; such rate rounded upward to the nearest one-eighth percent; and the
term "MONEY MARKETS" refers to one or more wholesale funding markets available
to and selected by Bank, including negotiable certificates of deposit,
commercial paper, eurodollar deposits, bank notes, federal funds, interest rate
swaps or others.

If Borrower is not eligible to exercise or chooses not to exercise its option to
convert the interest rate of the January 2007 Note, and to extend the maturity
date of the January 2007 Note to the Extended Maturity Date, as provided herein,
Borrower shall repay all outstanding and unpaid principal and interest on the
Original Maturity Date.

2. CONTINUING VALIDITY. Except as expressly modified above or in other
agreements between Borrower and Bank, the terms of the Agreement, the Amendment,
the First Addendum, the Note Addendum, the January 2007 Note and the other Loan
Documents shall remain unchanged and in full force and effect.

Dated as of January 18, 2007


                      Hi-Shear Technology Corporation,
                      a Delaware corporation


                      By:  /s/ George W. Trahan
                      Name and Title:   George W. Trahan,
                                        President/CEO

                      By:  /s/ Gregory J. Smith
                      Name and Title:   Gregory J. Smith
                                        VP Finance/CFO


                      U.S. Bank N.A.

                      By:  /s/ David Clarke
                                        David Clarke,
                                        Vice President


<PAGE>

U.S. BANK                                                          1105510939-83

                               INTEREST RATE RIDER

This Rider is made part of the Amendment to Loan Agreement and Note (the
"AMENDMENT") dated JANUARY 18, 2007 by the undersigned borrower (the "Borrower")
in favor of U. S. BANK N. A. (the BANK") as of the date identified below. The
following interest rate description is hereby added to the Amendment:

Interest Rate Options. Interest on each advance hereunder shall accrue at one of
the following per annum rates selected by the Borrower ("n/a" indicates rate
option is not available, but Prime Rate Loan option must always be selected) (i)
upon notice to the Bank, -0.250% plus the prime rate announced by the Bank from
time to time, as and when such rate changes (a "Prime Rate Loan"); (ii) upon a
minimum of two New York Banking Days prior notice, 2.000%, plus the 1, 2, 3, 6
or 12 month LIBOR rate quoted by the Bank from Telerate Page 3750 or any
successor thereto (which shall be the LIBOR rate in effect two New York Banking
Days prior to commencement of the advance), adjusted for any reserve requirement
and any subsequent costs arising from a change in government regulation (a
"LIBOR Rate Loan"); or (iii) upon notice to the Bank, n/a % plus the rate,
determined solely by the Bank, at which the Bank would be able to borrow funds
of comparable amounts in the Money Markets for a 1, 2, 3, 6 or 12 month period,
adjusted for any reserve requirement and any subsequent costs arising from a
change in government regulation (a "Money Market Rate Loan"). The term "New York
Banking Day" means any day (other than a Saturday or Sunday) on which commercial
banks are open for business in New York, New York. The term "Money Markets"
refers to one or more wholesale funding markets available to the Bank, including
negotiable certificates of deposit, commercial paper, eurodollar deposits, bank
notes, federal funds, interest rate swaps or others. No LIBOR Rate Loan or Money
Market Rate Loan may extend beyond the maturity of this Note. In any event, if
the Loan Period for a LIBOR Rate Loan or Money Market Rate Loan should happen to
extend beyond the maturity of this Note, such loan must be prepaid at the time
this Note matures. If a LIBOR Rate Loan or Money Market Rate Loan is prepaid
prior to the end of the Loan Period for such loan, whether voluntarily or
because prepayment is required due to the Note maturing or due to acceleration
of this Note upon default or otherwise, the Borrower agrees to pay all of the
Bank's costs, expenses and Interest Differential (as determined by the Bank)
incurred as a result of such prepayment. The term "Loan Period" means the period
commencing on the advance date of the applicable LIBOR Rate Loan or Money Market
Rate Loan and ending on the numerically corresponding day 1, 2, 3, 6 or 12
months thereafter matching the interest rate term selected by the Borrower;
provided, however, (a) if any Loan Period would otherwise end on a day which is
not a New York Banking Day, then the Loan Period shall end on the next
succeeding New York Banking Day unless the next succeeding New York Banking Day
falls in another calendar month, in which case the Loan Period shall end on the
immediately preceding New York Banking Day; or (b) if any Loan Period begins on
the last New York Banking Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of the Loan
Period), then the Loan Period shall end on the last New York Banking Day of the
calendar month at the end of such Loan Period. The term "Interest Differential"
shall mean that sum equal to the greater of zero or the financial loss incurred
by the Bank resulting from prepayment, calculated as the difference between the
amount of interest the Bank would have earned (from like investments in the
Money Markets as of the first day of the LIBOR Rate Loan or Money Market Rate
Loan) had prepayment not occurred and the interest the Bank will actually earn
(from like investments in the Money Markets as of the date of prepayment) as a
result of the redeployment of funds from the prepayment. Because of the
short-term nature of this facility, the Borrower agrees that the Interest
Differential shall not be discounted to its present value. Any prepayment of a
LIBOR Rate Loan or Money Market Rate Loan shall be in an amount equal to the
remaining entire principal balance of such loan.

<PAGE>

In the event the Borrower does not timely select another interest rate option at
least two New York Banking Days before the end of the Loan Period for a LIBOR
Rate Loan or Money Market Rate Loan, the Bank may at any time after the end of
the Loan Period convert the LIBOR Rate Loan or Money Market Rate Loan to a Prime
Rate Loan, but until such conversion, the funds advanced under the LIBOR Rate
Loan or Money Market Rate Loan shall continue to accrue interest at the same
rate as the interest rate in effect for such LIBOR Rate Loan or Money Market
Rate Loan prior to the end of the Loan Period.

The Bank's internal records of applicable interest rates shall be determinative
in the absence of manifest error. Each LIBOR Rate Loan and each Money Market
Rate Loan shall be in a minimum principal amount of $100,000.

   Dated as of January 18, 2007

   (Individual Borrower)        Hi-Shear Technology Corporation
                                Borrower Name (Organization)
   Borrower Name   n/a
                                a Delaware Corporation

                                By:  /s/ George W. Trahan
   Borrower Name   n/a          Name and Title: George W. Trahan, President/CEO

                                By:  /s/ Gregory J. Smith
                                Name and Title: Gregory J. Smith, VP Finance/CFO

<PAGE>

U.S. BANK                                                             1105510939


                           HAZARD INSURANCE DISCLOSURE

                Required by California Civil Code Section 2955.5

Under California law, no lender shall require a borrower, as a condition of
receiving or maintaining a loan secured by real property, to provide hazard
insurance coverage against risks to the improvements on that real property in an
amount exceeding the replacement value of the improvements on the property.

For the purposes of the above disclosure:

     "Hazard insurance coverage" means insurance against losses caused
     by perils which are commonly covered in policies described as a
     "Homeowner's Policy", "General Property Form", "Guaranteed
     Replacement Cost Insurance" "Special Building Form", "Standard
     Fire", Standard Fire with Extended Coverage", "Standard Fire with
     Special Form Endorsement", or comparable insurance coverage to
     protect the real property against loss or damage from fire and
     other perils covered within the scope of a standard extended
     coverage endorsement.

     "Improvements" means buildings or structures attached to the real
     property.


By signing below, the undersigned Borrower acknowledges receipt of the above
disclosure as of JANUARY 18, 2007

(Individual)                    Hi-Shear Technology Corporation
                                (Organization)

Printed Name   n/a              a Delaware Corporation

(Individual)                    By: /s/ George W. Trahan
Printed Name   n/a              Name and Title: George W. Trahan, President/CEO

                                By:  /s/ Gregory J. Smith
                                Name and Title: Gregory J. Smith, VP Finance/CFO


<PAGE>

U.S. BANK                                                             1105510939

            CORPORATE RESOLUTION FOR BORROWING AND/OR PLEDGING ASSETS
                         Hi-Shear Technology Corporation

                               NAME OF CORPORATION

     WHEREAS, this corporation may enter into financial transactions or
accommodations with U.S. Bank N.A. (the "BANK") from time to time;

     NOW, THEREFORE, RESOLVED, that any 2 of the officers of this corporation
denoted below: [mark authorized officers]
<TABLE>
<S>     <C>
     __Chairman of the Board     __Treasurer                   Other:  X  President/CEO
     __President                 __ Secretary                  Other:  X  VP Finance/CFO
     __Any Vice President        __Any Assistant Treasurer     Other:
     __Any Assistant Secretary                                 Other
</TABLE>

is (are) authorized, on behalf of and in the name of this corporation, (a) to
borrow money from the Bank from time to time in such amounts as such officer(s)
shall deem advisable; (b) to make, execute, seal with the corporate seal, and
deliver to the Bank, from time to time, loan agreements, disbursing agreements,
notes, applications for letters of credit, and other evidence of or agreements
concerning such indebtedness, in such amounts with such maturities, at such
rates of interest, and upon such terms and conditions as said officer(s) shall
approve; (c) to pledge, assign, mortgage or otherwise grant a security interest
in any or all real property, fixtures, tangible or intangible personal property,
or any other assets of this corporation, to execute, seal with the corporate
seal, and deliver to the Bank such security agreements, chattel mortgages,
assignments, financing statements, real estate mortgages, deeds of trust, lease
or rental assignments, assignments of life insurance, agreements not to
encumber, or other agreements respecting any or all interests in real or
personal property now owned or hereafter acquired by this corporation as may be
requested by the Bank to secure any obligations of this corporation to the Bank
or to secure the obligations of a third party to the Bank, now existing or
hereafter arising, all upon such terms and conditions as said officer(s) shall
approve, and to perform such acts required of this corporation in such
agreements or otherwise to perfect such security interests; (d) to sell to the
Bank, with or without recourse, accounts, contract rights, general intangibles,
instruments, documents, chattel paper, equipment, inventory, insurance policies,
deposit accounts, rights in action or other personal property of this
corporation; (e) to endorse or assign and deliver such property to the Bank, and
from time to time to withdraw and make substitutions of such property, or to
sell such property to third persons and cause the proceeds of such sales to be
applied against the obligations of this corporation to the Bank; (f) to give
subordinations, guaranties or other financial accommodations to the Bank (it
being the judgment of the governing body of this corporation that any such
guaranties may reasonably be expected to benefit the corporation); and (g) to
endorse and deliver for discount with the Bank, notes, certificates of deposit,
bills of exchange, orders for the payment of money, chattel paper, commercial,
or other business paper, howsoever drawn, either belonging to or coming into the
possession of this corporation. The signature(s) of said officer(s) appearing on
any of the foregoing instruments shall be conclusive evidence of (his/her)
(their) approval thereof.

     FURTHER RESOLVED, that the authority granted to the officers of this
corporation shall continue in full force and effect, and said Bank may rely
thereon in dealing with such officers, unless and until written notice of any
change in or revocation of such authority shall be delivered to said Bank to the
attention of Commercial Loan Servicing by an officer or director of this
corporation, and any action taken by said officers and relied on by said Bank
pursuant to the authority granted herein prior to its receipt of such written
notice shall be fully and conclusively binding on this corporation.

<PAGE>

     FURTHER RESOLVED, that the actions of any officer of this corporation
heretofore taken in borrowing money from the Bank for and on behalf of this
corporation, and in securing such indebtedness in any manner authorized herein,
and in selling or assigning property of this corporation to the Bank with or
without recourse, and in discounting with the Bank commercial and other business
paper, be and the same hereby are in all respects ratified, confirmed and
approved.

     FURTHER RESOLVED, that in consideration of any loans or other financial
accommodation made by the Bank to this corporation, this corporation shall be
authorized to and shall assume full responsibility for and hold the Bank
harmless from any and all payments made or any other actions taken by the Bank
in reliance upon the signatures, including facsimiles thereof, of any person or
persons holding the offices of this corporation designated above regardless of
whether or not the use of the facsimile signature was unlawful or unauthorized
and regardless of by whom or by what means the purported signature or facsimile
signature may have been affixed to any instrument if such signatures reasonably
resemble the specimen or facsimile signatures as provided to the Bank, or for
refusing to honor any signatures not provided to the Bank; and that this
corporation agrees to indemnify the Bank against any and all claims, demands,
losses, costs, damages or expenses suffered or incurred by the Bank resulting
from or arising out of any such payment or other action. The foregoing
indemnification shall be effective and may be enforced by the Bank upon delivery
to the Bank of a copy of this resolution certified by the Secretary, Assistant
Secretary or any other officer of this corporation.

     FURTHER RESOLVED, that the Secretary, Assistant Secretary or any other
officer of this corporation is authorized and directed to certify to the Bank
the foregoing resolutions and that the provisions thereof are in conformity with
the Articles of Incorporation and By-Laws of this corporation and to certify to
the Bank the names of the persons now holding the offices referred to above and
any changes hereafter in the persons holding said offices together with
specimens of the signatures of such present and future officers.

     FURTHER RESOLVED, that all prior resolutions of this corporation
authorizing the borrowing of money from the Bank and the securing thereof, be
and they hereby are rescinded and superseded as to all borrowings from the Bank
and security transactions with respect thereto effected after the date of
adoption of these resolutions.

     I HEREBY CERTIFY that I am the duly elected, qualified and acting Secretary
(or as otherwise designated below) and the custodian of the records of the
above-named corporation, a corporation organized and existing and in good
standing under the laws of the State of Delaware. The foregoing resolutions (i)
are true and correct copies of the resolutions duly adopted in accordance with
law and the Charter or Articles or Certificate of Incorporation and By-Laws or
Code of Regulations, as applicable, of the corporation and that such resolutions
are now in full force and effect without modifications and are duly recorded in
the minute book of the corporation or (ii) are otherwise in conformity with
existing resolutions, the Charter or Articles or Certificate of Incorporation
and By-Laws or Code of Regulations, as applicable, of the corporation, and
permit the officers designated herein to undertake all the activities set forth
above.

<PAGE>

     I FURTHER CERTIFY that set forth below are the true titles, names and
genuine signatures of the duly elected or appointed, qualified and acting
officers of said corporation presently holding such offices who are authorized
under the foregoing resolutions:

Title                            Name*                       Signature*

Chairman of
the Board

President

Vice President

Treasurer

Secretary

Assistant Treasurer

Assistant Secretary

Other                         George W. Trahan
                              President /CEO             /s/ George W. Trahan

Other                         Gregory J. Smith
                              VP Finance/CFO             /s/ Gregory J. Smith

Other

Other

     I FURTHER CERTIFY that copies of the Charter or Articles or Certificate of
Incorporation and By-Laws or Code of Regulations, as applicable, of the
corporation which have heretofore been delivered to the Bank or which are
delivered herewith are true and correct copies and that such Charter or Articles
or Certificate and By-Laws or Code of Regulations, as applicable, are presently
in full force and effect.

     IN WITNESS WHEREOF, I have affixed my name in my official capacity and have
caused the corporate seal of the corporation to be hereunto affixed on January
24, 2007.

(CORPORATE SEAL)                            /s/ Linda A. Nespole      Secretary
*Only the names and signatures of officers who will act in transactions with the
Bank need be inserted.