April 11, 2003

Exhibit 10 (a)

Eastern

Bank

April 11, 2003

International Electronics, Inc.

000 Xxxxxxxx Xxxxxx

Xxxxxx, Xxxxxxxxxxxxx 00000

Attn: Xxxx Xxxxxxxxx, President and Treasurer

Gentlemen:

Reference is made to our Demand Loan and Security Agreement Accounts Receivable and Inventory dated February 28, 1997, together with all amendments and additions thereto (hereinafter called the “Agreement”). Notwithstanding the provisions of the Agreement, it is agreed, effective immediately, that the Agreement shall be amended as follows:

Section 14(m) of the Agreement is hereby stricken in its entirety and the following new Section 14(m). substituted therefor:

“(m) (Minimum Net Earnings) (i) permit the net after tax earnings of Borrower for the year ending August 31, 2003 to be less than One ($1.00) Dollar;(ii) permit the net after tax earnings of Borrower for each six (6) month period ending after August 31, 2003, and on the last day of February in each year thereafter to be less than One ($1.00) Dollar; and (iii) permit the net after tax earnings of Borrower for each twelve (12) month period ending on the last day of August each year after August 31, 2003 to be less than One ($1.00) Dollar.”

Kindly note that the alterations contained herein do not in any way alter, release or change any other sections contained in the Agreement.

Please acknowledge your agreement to the foregoing by signing the enclosed copy of this letter and returning the same to the undersigned.

Very truly yours, EASTERN BANK
By:		/s/    XXXX XXXXXXX
		Xxxx Xxxxxxx, Vice President

UNDERSTOOD AND AGREED TO:

INTERNATIONAL ELECTRONICS, INC.
By:		/s/    XXXX XXXXXXXXX
		Xxxx Xxxxxxxxx, President and Treasurer

000 Xxxxxxxx Xxxxxx  ·  Xxxxxx, XX 00000-0000

Connecting All Departments (000) 000-0000  ·  Internet Address xxx.xxxxxxxxxxx.xxx