SECOND AMENDMENT TO


                COMMERCIAL REVOLVING LOAN AND SECURITY AGREEMENT

                                     BETWEEN

                               HUDSON UNITED BANK

                                       AND

                      AEROSPACE PRODUCTS INTERNATIONAL, INC

                          Dated as of April 27 , 2001







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This Second Amendment to Commercial Revolving Loan Agreement ("Agreement") dated
as of April_27, 2001 between AEROSPACE PRODUCTS INTERNATIONAL, INC., a Delaware
corporation with an office at 3778 Distriplex Drive North, Memphis, Tennessee
("Borrower") and HUDSON UNITED BANK, a state banking corporation with an office
located at 87 Post Road East, Westport, Connecticut 06880 (the "Bank").

                                    Recitals

         A. The Borrower and Bank entered into a Commercial Revolving Loan
Agreement dated as of March 30, 2000, as amended by First Amendment to the Loan
Agreement dated August 30, 2000 (collectively, the "Loan Agreement") which Loan
Agreement provide, inter alia for Revolving Loans from the Bank to the Borrower
at any time until the Commitment Termination Date, in the principal amount which
would not exceed in the aggregate at any one time the Borrowing Base.

         B. The Revolving Loans are evidenced by the Commercial Revolving
Promissory Note dated as of March 30, 2000 (the "Note").

         C. The Borrower has requested that the Bank extend the Maturity Date of
the Loan Agreement and the Note.

         D. The Bank agrees, subject to the terms and conditions contained in
this Agreement, to the Borrower's request.

                                   Agreement

         In consideration of the Recitals, which are incorporated by reference
and the mutual covenants contained in this Agreement, the Borrower and the Bank,
for good and valid consideration, the receipt and sufficiency of which is hereby
acknowledged, intending to be bound legally, agree as follows:

            1. Definitions. As used herein, or in any certificate, document or
report delivered pursuant to this Agreement, capitalized terms shall have the
meaning set forth in the Loan Agreement.

            2. The definition of "Maturity Date(s)" set forth in Schedule 1.1 of
the Loan Agreement is hereby amended as follows:

"Maturity Date(s) shall mean July 1, 2001."


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            3. Section 6 of the Note is hereby amended and restated as follows:

               "6. All outstanding principal hereunder, together with all
accrued and unpaid interest, late charges, cost and expenses shall be due and
payable in full on July 1, 2001 (the "Maturity Date")."

            4. Concurrently with the Borrower's execution and delivery of this
Amendment, the Guarantor shall execute and deliver to the Lender the Second
Reaffirmation of Guaranty date as of the date herof.

            5. All other terms and conditions of the Loan Agreement and Loan
Documents executed in connection with the Loan Agreement unless otherwise
modified herein, hereby ratified and confirmed in all respects.

            6. Section headings used herein are for convenience of reference
only and are not to affect the construction of, or be taken into consideration
in, interpreting this Agreement.

            7. This Agreement, the Note and the other Loan Documents together
with all exhibits and schedules attached hereto and thereto embody the entire
agreement and understanding between the Borrower and the Bank and supersede all
prior agreements and understandings relating to the subject matter hereof unless
otherwise specifically reaffirmed or restated herein.

            8. THE BORROWER ACKNOWLEDGES THAT THE LOANS EVIDENCED HEREBY ARE A
COMMERCIAL TRANSACTION AND WAIVES ITS RIGHT TO NOTICE AND HEARING UNDER CHAPTER
903a OF THE CONNECTICUT GENERAL STATUTES, OR AS OTHERWISE ALLOWED BY ANY STATE
OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE BANK MAY DESIRE
TO USE, AND FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF
NONPAYMENT, PROTEST AND NOTICE OF ANY RENEWALS OR EXTENSIONS. THE BORROWER ALSO
ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND
WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF
THIS WAIVER WITH ITS ATTORNEYS.

            9. THE BORROWER WAIVES TRIAL BY JURY IN ANY COURT IN ANY SUIT,
ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY
RELATED TO THE FINANCING TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART OR THE
ENFORCEMENT OF ANY OF THE BANK'S RIGHTS. THE BORROWER ACKNOWLEDGES THAT IT MAKES
THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY
AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS
ATTORNEYS.


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.

                                                  AEROSPACE PRODUCTS
                                                  INTERNATIONAL, INC.



                                                  By___________________________
                                                    Its Vice President




                                                  HUDSON UNITED BANK



                                                  By___________________________
                                                    Allison M. Knapp
                                                    Its Vice President




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