Exhibit 10.19




                               FIFTH AMENDMENT TO


                COMMERCIAL REVOLVING LOAN AND SECURITY AGREEMENT

                    AND COMMERCIAL REVOLVING PROMISSORY NOTE

                                     BETWEEN

                               HUDSON UNITED BANK

                                       AND

                     AEROSPACE PRODUCTS INTERNATIONAL, INC.

                            Dated as of July 31, 2003







<PAGE>



         This Fifth Amendment to Commercial Revolving Loan And Security
Agreement And Commercial Revolving Promissory Note ("Agreement") dated as of
July 31, 2003 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 And
Security Agreement and a Commercial Revolving Promissory Note each dated as of
March 30, 2000, as amended by First Amendment to Commercial Revolving Loan And
Security Agreement And Commercial Revolving Promissory Note dated August 30,
2000 and as further amended by Second Amendment to Commercial Revolving Loan And
Security And Commercial Revolving Promissory Note dated as of April 27, 2001,
and as further amended by Third Amendment to Commercial Revolving Loan And
Security And Commercial Revolving Promissory Note dated as of June 28, 2001, and
as further amended by Fourth Amendment to Commercial Revolving Loan And Security
Agreement And Commercial Revolving Promissory Note dated as of July 31, 2002
(said Commercial Revolving Loan And Security Agreement and Commercial Revolving
Promissory Note as amended, collectively, the "Loan Agreement") which Loan
Agreement provides, 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, as amended (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.  Except as modified  herein,  all capitalized  terms
herein,  or in any certificate,  document or report  delivered  pursuant to this
Agreement, shall have the meaning set forth in the Loan Agreement.

          2.   The  definition of "Maturity  Date(s)" set forth in Schedule 1.01
of the Loan Agreement is hereby amended as follows:

          "Maturity Date(s) shall mean July 1, 2005."
           ----------------

          3.   The definition of "Tangible Net Worth" set forth in Schedule 1.01
of the Loan Agreement is hereby amended as follows:

               "Tangible  Net Worth"  shall mean,  as at any date the sum of the
                -------------------
               capital stock and paid-in  surplus,  plus  retained  earnings (or
               minus  accumulated  deficit) of the Borrower plus Partial  Junior
               Debt minus  intangible  assets  (including,  without  limitation,
               franchises, patents and patent applications, trademarks and brand
               names, goodwill,  research and development expenses,  unamortized
               debt discount and expense, and all write-ups in the book value of
               any asset)."

          4.   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, 2005 (the
               "Maturity Date")."
               ---------------

          5.   Section 7.04 of the Loan Agreement is hereby amended and restated
as follows:

               "7.04.  Interest  Coverage  Ratio.  Permit the Interest  Coverage
                       -------------------------
               Ratio of the Borrower to be less than the ratios set forth below:

         Period                                                        Ratio
         ------                                                        -----

         For the second quarter ending July 31, 2001                   1.50:1
         For the third quarter ending October 31, 2001                 1.50:1
         For the fourth quarter ending January 31, 2002                1.75:1
         For the year ending January 31, 2002                          1.60:1
         For the first quarter ending April 30, 2002                   1.40:1
         For the second quarter ending July 31, 2002                   1.50:1
         For the third quarter ending October 31, 2002                 1.50:1
         For the fourth quarter ending January 31, 2003                1.75:1
         For the year ending January 31, 2003                          1.60:1
         For the first quarter ending April 30, 2003                   1.50:1
         For the second quarter ending July 31, 2003                   1.50:1
         For the third quarter ending October 31, 2003                 1.50:1
         For the fourth quarter ending January 31, 2004                1.75:1
         For the year ending January 31, 2004                          1.60:1
         For the first quarter ending April 30, 2004                   1.50:1
         For the second quarter ending July 31, 2004                   1:50:1
         For the third quarter ending October 31, 2004                 1:50:1
         For the fourth quarter ending January 31, 2005                1:75:1
         For the year ending January 31, 2005                          1:60:1
         For the first quarter ending April 30, 2005                   1:50:1"

<PAGE>

          6.   Documents.   Concurrently  with  the  Borrower's   execution  and
               ---------
delivery  of this  Amendment,  the  Guarantor  shall  deliver  to the Lender the
executed Fifth  Modification and  Reaffirmation of Guaranty dated as of the date
hereof and such other  documents and  assurances as the Bank and its counsel may
reasonably request from the Borrower, the Guarantor or its counsel.

          7.   Costs,  Expenses and Taxes.  The Borrower agrees to pay on demand
               --------------------------
all costs and expenses in connection with the preparation,  execution, delivery,
filing, recording, and administration of this Agreement, and the other documents
to be delivered pursuant to this Agreement, including, without limitation, legal
fees,  the cost of any  appraisals of the Collateral and all costs and expenses,
if any, in  connection  with the  enforcement  of this  Agreement  and the other
documents to be delivered under this Agreement.  Notwithstanding  the foregoing,
all such costs, expenses and fees shall be reasonable.

          8.   Binding Effect;  Governing Law and  Jurisdiction.  This Agreement
               ------------------------------------------------
shall become  effective when it shall have been executed by the Borrower and the
Bank and shall be binding  upon and inure to the  benefit of the  Borrower,  the
Bank and their respective successors and assigns, except that the Borrower shall
not have the right to assign its rights hereunder or any interest herein without
the prior written consent of the Bank. This Agreement is, and shall be deemed to
be, a  contract  entered  into  under and  pursuant  to the laws of the State of
Connecticut  and  shall be in all  respects  governed,  construed,  applied  and
enforced  in  accordance  with the laws of said State;  and no defense  given or
allowed by the laws of any other  State or Country  shall be  interposed  in any
action or proceeding  hereon unless such defense is also given or allowed by the
laws of the State of  Connecticut.  The undersigned  irrevocably  appoints Aaron
Hollander and each and every officer of the  undersigned  as its attorneys  upon
whom may be served any notice,  process or pleading in any action or  proceeding
against it arising out of or in connection with this Agreement or any other Loan
Document.  The undersigned hereby consents that any action or proceeding against
it may be commenced and  maintained in any court within the State of Connecticut
or in the United States  District Court for the District of  Connecticut  or, at
the option of Bank,  any court in which Bank shall  initiate  legal or equitable
proceedings  and  which  has  subject  matter  jurisdiction  over the  matter in
controversy,  and that such action or proceeding  may be commenced by service of
process on any such officer. The undersigned agrees that the courts of the State
of  Connecticut  and the  United  States  District  Court  for the  District  of
Connecticut  shall have  jurisdiction  with respect to the subject matter hereof
and the  person of the  undersigned.  The  undersigned  agrees not to assert any
defense  to any  proceeding  initiated  by Bank  based  upon  improper  venue or
inconvenient forum.

          9.   Execution in Counterparts.  This Agreement may be executed in any
               -------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together shall constitute one and the same agreement.

<PAGE>

          10.  Headings.  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.

          11.  Entire  Agreement.  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.

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

          13.  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.

          14.  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.

<PAGE>

     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
                                                 --------------------------
                                                   Michael D. Davidson
                                                   Its Secretary


                                               HUDSON UNITED BANK


                                               By
                                                 --------------------------
                                                   Allison M. Knapp
                                                   Its Vice-President