LABARGE INC, S-3, 1996-07-24

LABARGE INC
S-3, 1996-07-24
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS

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<PAGE> 1

LABARGE, INC.

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION PROSPECTUS HEADING
----------------------- ------------------
<S> <C>

1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus . . . . . . Facing Page; Cross-Reference Sheet; Outside Front Cover Page

2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . . Inside Front and Outside Back Cover Pages; Available Information

3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges . . . . . . . . . . . . . Investment Considerations

4. Use of Proceeds . . . . . . . . . . . . . . . . . . . Not Applicable

5. Determination of Offering Price . . . . . . . . . . . Not Applicable

6. Dilution . . . . . . . . . . . . . . . . . . . . . . Not Applicable

7. Selling Security Holders . . . . . . . . . . . . . . Selling Security Holders

8. Plan of Distribution . . . . . . . . . . . . . . . . Outside Front Cover Page; Plan of Distribution

9. Description of Securities to be Registered . . . . . Outside Front Cover Page; Description of Securities

10. Interests of Named Experts and Counsel . . . . . . . Not Applicable

11. Material Changes . . . . . . . . . . . . . . . . . . Recent Developments

12. Incorporation of Certain Information by Reference . . Incorporation of Certain Information by Reference

13. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . Not Applicable

</TABLE>

<PAGE> 2

PROSPECTUS

===============================================================================

300,000 SHARES

LABARGE, INC.

COMMON STOCK

===============================================================================

This Prospectus relates to the offer and resale of up to 300,000 shares
(the "Shares") of common stock, par value $.01 per Share (the "Common Stock"),
of LaBarge, Inc. ("LaBarge" or the "Company"). The Shares may be offered for
resale by Sanwa Business Credit Corporation (the "Selling Stockholder") from
time to time in transactions on the American Stock Exchange, in privately
negotiated transactions, or a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Selling Stockholder may effect such
transactions by selling the Shares to or through broker-dealers and such
broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Stockholder or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions). See "Selling Security Holder" and "Plan of
Distribution."

None of the proceeds from the sale of the Shares by the Selling
Stockholder will be received by the Company. The Selling Stockholder will bear
all expenses with respect to the offering and resale of the Shares offered for
resale hereby except the costs associated with registering such Shares under
the Securities Act of 1933, as amended, and preparing and printing this
Prospectus.

The Selling Stockholder acquired the Shares from the Company upon exercise
of a Warrant at a purchase price of $3.00 per Share on May 28, 1996.

The Common Stock is listed on the American Stock Exchange under the symbol
"LB". The last reported sales price of the Common Stock on July 22, 1996 was
$6.875 per Share.

See "Investment Considerations" for a discussion of certain material
factors that should be considered in connection with an investment in the
Common Stock offered hereby.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The date of this Prospectus is _________, 1996.

<PAGE> 3

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In accordance with the
Exchange Act, the Company files reports and other information with the
Securities and Exchange Commission (the "Commission"). Copies of reports,
proxy statements and other information filed by the Company with the Commission
can be inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices of the Commission: 500 West Madison, Suite 1400,
Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material also can be obtained at prescribed rates
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements and other information
may also be inspected at the offices of the American Stock Exchange at 86
Trinity Place, New York, New York 10006.

The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any contract,
agreement or other document referred to are not necessarily complete; with
respect to each such contract, agreement or other document filed as an exhibit
to the Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement is deemed
qualified in its entirety by such reference. The Registration Statement and
the exhibits thereto can be inspected and copied at the public reference
facilities, regional offices and the offices of the American Stock Exchange.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Commission pursuant
to the Exchange Act (File No. 1-5761) are incorporated in this Prospectus by
reference:

(1) The Company's Annual Report on Form 10-K for its fiscal year ended
July 2, 1995;

(2) The Company's Quarterly Reports on Form 10-Q for its fiscal quarters
ended October 1, 1995, December 31, 1995 and March 31, 1996;

(3) The Company's Current Report on Form 8-K dated May 28, 1996 and
Amendment No. 1 thereto dated July 22, 1996;

(4) The Company's Proxy Statement dated September 20, 1995, relating to
the Annual Meeting of Stockholders held on October 26, 1995.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities made
by this Prospectus shall be deemed to be incorporated herein by reference and
to be a part hereof on and from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or incorporated
herein by reference or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of the Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any and all documents incorporated by
reference in this Prospectus (not including exhibits to such information unless
such exhibits are specifically incorporated by reference in such information).
Such requests should be directed to: LaBarge, Inc., 707 North Second Street,
St. Louis, Missouri 63102, Attention Secretary, telephone number (314)
231-5960.

<PAGE> 4

THE COMPANY

The Company engineers, manufactures, tests and sells sophisticated
electronic control systems and devices and complex interconnect assemblies
under contract with its customers. Markets for the Company's products are:
defense electronics, telecommunications, medical equipment, aerospace,
geophysical/energy and various other commercial/industrial markets. The
Company's manufacturing facilities are located in Arkansas, Missouri, Oklahoma
and Texas. The Company employs approximately 710 people.

INVESTMENT CONSIDERATIONS

Investors in the Common Stock offered hereby should carefully consider the
following investment considerations, in addition to all of the other
information appearing or incorporated by reference in this Prospectus, in
connection with an investment in the Common Stock.

DEPENDENCE ON DEFENSE INDUSTRY

Approximately 59%, 58% and 52.7%, respectively, of the total sales by the
Company in fiscal 1994 and 1995 and the nine months ended March 31, 1996, were
made directly or indirectly to the Federal government for use in defense and
aerospace products. A substantial portion of sales to the Federal government
is pursuant to long-term contracts containing cancellation and termination
provisions. Future business with the Federal government will depend to a large
extent on political considerations such as Federal budgets and allocation of
funds generally to defense and aerospace projects, and, in particular, to
projects requiring electronics capabilities within the Company's competence.

Cutbacks in defense spending have and will continue to affect the level of
the Company's sales to the defense industry, and further cutbacks could have a
material adverse effect on the Company's business.

DEPENDENCE ON KEY CUSTOMERS

In fiscal 1995, sales to 7 customers represented 75% of the Company's total
sales revenue; sales to Lockheed Martin Corporation accounted for approximately
$20.7 million (33.5%); General Electric, approximately $7.7 million (12.4%) and
United Defense, approximately $5.9 million (9.6%). In the nine months ended
March 31, 1996, sales to 7 customers represented 70.8% of the Company's total
sales revenue; sales to Lockheed Martin Corporation accounted for approximately
$15.1 million (30.5%); Northern Telecom, approximately $8.5 million (17.1%);
General Electric, approximately $2.7 million (5.4%); and the U.S. Government,
approximately $2.6 million (5.2%) of sales. LaBarge's business could be
adversely affected if one of its larger customers ceased or reduced its
business with the Company for any reason.

COMPETITION

There is intense competition in all of the Company's capability areas.
While the Company is not aware of another entity that competes in all of its
markets, there are numerous companies, many larger than the Company, which
compete in each of these markets. Frequently, the Company's customers have the
ability to produce the products contracted to the Company but, because of cost,
capacity, engineering capability or other reasons, contract such work to the
Company. The principal methods of competition are price, service, quality and
reliability, engineering expertise, technical capability and overall project
management capability. There can be no assurance the business of LaBarge will
not be adversely affected by increased competition.

RECENT DEVELOPMENTS

On June 25, 1996 the Company entered into a new three-year $20 million
secured senior lending agreement with Boatmen's National Bank of St. Louis
replacing its former $18 million secured lending agreement which expired July
1, 1996. The new facility consists of a $3 million term loan with equal
quarterly amortization beginning October 1, 1996 of $.15 million and a $17
million revolving credit facility based on a borrowing base formula

<PAGE> 5

against receivables and inventories. The entire facility bears interest at the
prevailing prime rate and allows for a portion of the debt to be LIBOR based at
an initial rate of 250 basis points over LIBOR. The Company must meet various
covenants on a quarterly basis throughout the agreement term, all of which have
been met as of June 30, 1996. Availability under the revolver at June 30, 1996
was approximately $15.5 million of which the Company had borrowed $4.9 million.
Under the terms of the agreement the Company pays a .375% fee on committed but
unused funds.

A portion of the proceeds of this loan were used to repay the remaining
debt owed to Chemical Bank.

SELLING SECURITY HOLDER

The following table sets forth certain information regarding the beneficial
ownership of Common Stock by the Selling Stockholder and as adjusted to give
effect to the sale of the Shares offered hereby. The Shares are being
registered to permit public secondary trading of the Shares, and the Selling
Stockholder may offer the Shares for resale from time to time. See "Plan of
Distribution."

All of the Shares being offered by the Selling Stockholder were acquired by
it from the Company at a gross purchase price per Share of $3.00, on May 28,
1996 upon exercise of a warrant (the "Warrant") to purchase Shares from the
Company, which Warrant was issued to the Selling Stockholder on May 28, 1992 in
connection with the extension to the Company by the Selling Stockholder of a
modified credit facility.

The Company granted the Selling Stockholder in the Warrant the right to
demand registration the Shares and, in accordance with a demand for
registration made by the Selling Stockholder, the Company has filed with the
Commission, under the Act, a Registration Statement on Form S-3, of which this
Prospectus forms a part, with respect to the resale of the Shares from time to
time on the American Stock Exchange or in privately negotiated transactions.

The Selling Stockholder represented that it was acquiring the Shares for
its own account and not with a view to distributing any of such Shares. In
recognition of the fact that investors, even though purchasing Common Stock
without a view to distribution, may wish to be legally permitted to sell their
Shares when they deem appropriate, the Company has filed with the Commission,
under the Act, a Registration Statement on Form S-3, of which this Prospectus
forms a part, with respect to the resale of the Shares from time to time on the
American Stock Exchange or in privately-negotiated transactions and has agreed
to prepare and file such amendments and supplements to the Registration
Statement and Prospectus as may be necessary to keep the Registration Statement
effective until the Shares are no longer required to be registered for the sale
thereof by the Selling Stockholder.
<TABLE>
<CAPTION>
Beneficial Ownership
Number of After Offering
Number of Shares Shares -------------------------------
Beneficially Owned Being Number
Selling Stockholder Prior to Offering Offered of Shares Percent
------------------- ------------------ --------- --------- -------
<S> <C> <C> <C> <C>

Sanwa Business Credit 300,000 300,000 0 0%
Corporation
</TABLE>

The Selling Stockholder has not held any position, office or other material
relationship with the Company or its affiliates within the past three years,
except that the Selling Stockholder was for more than the past three years,
until June 25, 1996, the Company's primary lender.

DESCRIPTION OF SECURITIES

The Company's authorized capital stock consists of 20,000,000 shares of
Common Stock, par value $0.01 per share, and 2,000,000 shares of preferred
stock, par value $1.00 per share (the "Preferred Stock"), each of which is
described below. On July 10, 1996, 15,601,704 shares of Common Stock were
issued and outstanding, excluding shares held in treasury, and no shares of
Preferred Stock were outstanding and 303,000 shares of Common Stock were
reserved for issuance under various employee benefit plans. The summary
description of the capital stock of

4
<PAGE> 6

the Company contained herein is necessarily general and reference should be
made in each case to the Restated Certificate of Incorporation and By-Laws of
the Company, which are exhibits to the Registration Statement of which this
Prospectus is a part.

COMMON STOCK

GENERAL. Subject to the prior rights of the Preferred Stock then
outstanding, holders of Common Stock are entitled to receive such dividends as
are declared by the Board of Directors out of funds legally available
therefore. Each Share of Common Stock is entitled to one vote on all matters
presented to stockholders for a vote. Subject to the prior rights of the
Preferred Stock then outstanding, in the event of liquidation, the holders of
Common Stock are entitled to receive pro rata any assets distributable to
stockholders in the respective share held by them. Holders of Common Stock
have no preemptive rights. The outstanding Shares of Common Stock are fully
paid and non-assessable.

SPECIAL VOTE REQUIREMENTS FOR CERTAIN TRANSACTIONS. The Restated
Certificate of Incorporation of the Company provides that the affirmative vote
of the holders of two-thirds of the Common Stock entitled to vote is required
to approve any proposed stockholder action: (a) to sell, exchange, transfer or
otherwise dispose of all or substantially all of the Company's property and
assets; (b) to dissolve or liquidate the Company; (c) to merge or consolidate
the Company with or into another Company; or (d) to amend, alter or delete the
provisions described above in the Certificate of Incorporation of the Company.

DIVIDENDS. The holders of Common Stock are entitled to receive dividends,
when and as declared by the Board of Directors of the Company, provided that
the Company has funds legally available for the payment of dividends and is not
otherwise contractually restricted from the payment of dividends. The Company
has not paid cash dividends to its Stockholders since 1984 and does not intend
to pay any cash dividends for the foreseeable future. The Company intends to
reinvest earnings, if any, for the development and expansion of its business.
Future dividend policy will be determined by the Board of Directors of the
Company and will depend, among other things, on the Company's earnings,
financial condition and capital requirements.

POSSIBLE EFFECTS OF SPECIAL PROVISIONS. The provisions of the Restated
Certificate of Incorporation requiring a two-thirds shareholder vote for the
sale or disposition of all or substantially all of the Company's assets, an
amendment to the Certificate of Incorporation, dissolution of the Company, and
the merger of the Company, could be deemed anti-takeover measures. This is
because such provisions could permit the owners of a minority (i.e. one-third)
of the Company's Common Stock to prevent an action favored by the majority,
such as a merger, liquidation or sale of assets.

PLAN OF DISTRIBUTION

The Company has been advised that the Selling Stockholder may sell Shares
from time to time in transactions on the American Stock Exchange, in
privately-negotiated transactions, or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholder may
effect such transactions by selling the Shares to or through broker-dealers,
and such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchases of
the Shares for whom such broker-dealers may act as agent or to whom they sell
as principal, or both (which compensation to a particular broker-dealer might
be in excess of customary commissions).

The Selling Stockholder and any broker-dealers who act in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as that term is
defined in the Securities Act, and any commissions received by them and profit
on any resale of the Shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act.

5
<PAGE> 7

LEGAL MATTERS

The legality of the securities offered hereby will be passed upon for the
Company by Armstrong, Teasdale, Schlafly & Davis (a partnership including
professional corporations).

EXPERTS

The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K for the fiscal year ended July 2, 1995, have been audited by KPMG
Peat Marwick LLP, independent auditors, as stated in their report, which are
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.

6
<PAGE> 8

<TABLE>
<S> <C>
No person has been authorized to give any
information or to make any representations other
than those contained in this Prospectus and, if
given or made, such information or representations 300,000 SHARES
must not be relied upon as having been authorized by
the Company. This Prospectus does not constitute an
offer to sell or the solicitation of an offer to buy
any security other than the Shares of Common Stock
offered hereby, nor does it constitute an offer to
sell or a solicitation of any offer to buy Shares of
Common Stock by anyone in any jurisdiction in which LABARGE, INC.
such offer or solicitation is not authorized, or in
which the person making such offer or solicitation
is not qualified to do so, or to any person to whom
it is unlawful to make such offer or solicitation. Common Stock
Neither the delivery of this Prospectus nor any sale
made hereunder shall under any circumstances, create
any implication that information contained herein is _________________
correct as of any time subsequent to the date
hereof.
PROSPECTUS

_______________________ _________________

TABLE OF CONTENTS
Page
----

Available Information . . . . . . . . . . . . . 2
Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 3 ____________, 1996
Investment Considerations . . . . . . . . . . 3
Recent Developments . . . . . . . . . . . . . . 3
Selling Security Holder . . . . . . . . . . . . 4
Description of Securities . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . 5
Legal Matters . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . 6

</TABLE>

<PAGE> 9

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

The table below sets forth the expenses expected to be incurred and borne
solely by the Company in connection with the registration of the Shares of
Common Stock offered hereby.

<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 685.35
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 314.65

Total $ 21,000.00
- -----------------------------
</TABLE>
* Except for the SEC Registration Fee, all expenses are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Each of Article Twelfth of the Amended and Restated Certificate of
Incorporation and Section 12 of the By-Laws of the Company provides for the
indemnification of its officers and directors to the fullest extent permitted
by the General Corporation Law of the State of Delaware ("Delaware Code").
Pursuant to Section 145 of the Delaware Code, a Delaware corporation generally
has the power to indemnify its present and former directors and officers
against expenses incurred by them in connection with any suit to which such
directors and officers are, or are threatened to be made, a party by reason of
their serving in such positions, so long as they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interests
of the corporation for which they served in such positions, and with respect to
any criminal action, they had no reasonable cause to believe their conduct was
unlawful. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such directors or officers acted in good faith and in a manner
such directors or officers reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such directors' or officers'
conduct was unlawful. Indemnification is not available if such person is
adjudged to be liable to the corporation for which he or she served in such
positions, unless and only to the extent the court in which such action is
brought determines that, despite the adjudication of liability, and in view of
all the circumstances, the person is reasonably and fairly entitled to
indemnification for such expenses as the court shall deem proper. Where a
director or officer is successful on the merits or otherwise in the defense of
any action referred to above or in defense of any claim, issue or matter
therein, the corporation must indemnify such director or officer against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith. The Company has the power to purchase and
maintain insurance for such persons. The statute also expressly provides that
the power to indemnify authorized thereby is not exclusive of any rights
granted under any by-law, agreement, vote of stockholders of disinterested
directors, or otherwise.

The Company has in effect insurance policies in the amount of $10,000,000
covering all of the Company's directors and officers in certain instances where
by law they may not be indemnified by the Company.

The above discussion of the Amended and Restated Certificate of
Incorporation and By-Laws of the Company and of Section 145 of the Delaware
Code is not intended to be exhaustive and is qualified in its entirety by such
Amended and Restated Certificate of Incorporation and By-Laws and the Delaware
Code.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described under this Item 15, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or

II-1
<PAGE> 10

controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the Common Stock being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES

(a) Exhibits

Reference is made to the Exhibit Index, which is incorporated herein by
reference.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post effective amendment to this Registration Statement:

(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

Provided, however, that paragraphs (2)(1)(i) and (ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event

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<PAGE> 11

that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.

II-3
<PAGE> 12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on the 23rd day of
July, 1996.

LaBARGE, INC.

By: /s/ Craig E. LaBarge
------------------------------------------------
Craig E. LaBarge
President and Chief Executive Officer

<PAGE> 13

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Craig E. LaBarge and William J. Maender and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign this Registration Statement, any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>

/s/ Pierre L. LaBarge, Jr. Chairman Emeritus and Director 7/16/96
------------------------------------- -------------------------------------
Pierre L. LaBarge, Jr.

/s/ Craig E. LaBarge President (Chief Executive Officer) 7/16/96
------------------------------------- and Director -------------------------------------
Craig E. LaBarge

/s/ J. C. Kuhn, Jr. Executive Vice President (Chief 7/16/96
------------------------------------- Operating Officer) and Director -------------------------------------
J. C. Kuhn, Jr.

/s/ William J. Maender Vice President Finance (Chief 7/16/96
------------------------------------- Financial and Accounting Officer) -------------------------------------
William J. Maender and Secretary

/s/ Gus G. Casten Director 7/16/96
------------------------------------- -------------------------------------
Gus G. Casten

/s/ Richard P. Conerly Director 7/16/96
------------------------------------- -------------------------------------
Richard P. Conerly

/s/ R. Hal Dean Director 7/16/96
------------------------------------- -------------------------------------
R. Hal Dean

/s/ Edward J. Nestor, Jr. Director 7/16/96
------------------------------------- -------------------------------------
Edward J. Nestor, Jr.

/s/ James P. Shanahan, Jr. Director 7/16/96
------------------------------------- -------------------------------------
James P. Shanahan, Jr.
</TABLE>

<PAGE> 14

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description Page
------- ----------- ----
<S> <C> <C>

3.1 Restated Certificate of Incorporation dated October 26, 1995,
previously filed as Exhibit 3.1(i) to the Company's Quarterly
Report on Form 10-Q for the Quarter ended October 1, 1995, and
incorporated herein by reference.

3.2 By-Laws, as amended, previously filed as Exhibit 3.2(a) to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
October 1, 1995 and incorporated herein by reference.

5. Opinion of Armstrong, Teasdale, Schlafly & Davis as to
legality.

10.1 First Amendment and Restatement to the LaBarge Employees
Savings Plan executed on May 3, 1990 and First Amendment to
the First Amendment and Restatement of the LaBarge, Inc.
Employees Savings Plan executed on June 5, 1990, previously
filed as Exhibits (i) and (ii), respectively, to the LaBarge,
Inc. Employees Savings Plan's Annual Report on Form 11-K for
the year ended December 31, 1990 and incorporated herein by
reference.

10.1(a) Second Amendment to the First Amendment and Restatement of the
LaBarge, Inc. Employees Savings Plan executed on November 30,
1993.

10.1(b) Third Amendment to the First Amendment and Restatement of the
LaBarge, Inc. Employees Savings Plan executed on March 24,
1994.

10.1(c) Fourth Amendment to the First Amendment and Restatement of the
LaBarge, Inc. Employees Savings Plan executed on January 3,
1995.

10.1(d) Fifth Amendment to the First Amendment and Restatement of the
LaBarge, Inc. Employees Savings Plan executed on October 26,
1995.

10.2 LaBarge, Inc. 1987 Incentive Stock Option Plan.

10.2(a) First Amendment to the LaBarge, Inc. 1987 Incentive Stock
Option Plan.

10.3 LaBarge, Inc. 1993 Incentive Stock Option Plan.

10.3(a) First Amendment to the LaBarge, Inc. 1993 Incentive Stock
Option Plan.

</TABLE>

<PAGE> 15

<TABLE>
<CAPTION>
Exhibit
No. Description Page
------- ----------- ----
<S> <C> <C>

10.4 Management Retirement Savings Plan of LaBarge, Inc.

10.5 Asset Purchase Agreement dated May 15, 1996 among registrant,
Sorep Technology Corporation and its shareholders, previously
filed as Exhibit 10.i to the Company's Current Report on Form
8-K filed with the Commission on May 28, 1996 and incorporated
herein by reference.

10.6 Loan Agreement dated June 25, 1996 among The Boatmen's
National Bank of St. Louis, registrant, LaBarge Wireless, Inc.
and LaBarge/STC, Inc.

23(a) Independent Auditors' Consent.

23(b) Counsel's Consent (included in opinion filed as Exhibit 5).

</TABLE>
<PAGE> 16
[ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS LETTERHEAD]

July 23, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: LaBarge, Inc. Registration Statement on Form S-3 to register 300,000
share of its common stock for sale by a shareholder holding
restricted securities

Ladies and Gentlemen:

Enclosed herewith for filing is the Registration Statement of LaBarge,
Inc. on Form S-3 to register 300,000 shares of its common stock for sale by
Sanwa Business Credit Corporation. Sanwa acquired the shares in May, 1996 upon
exercise of a Stock Purchase Warrant issued to Sanwa in 1992 in connection with
a financing transaction.

Please contact the undersigned at (314)621-5070 with any questions or
comments relating to this Registration Statement or any other matters relating
to this filing.

Very truly yours,

John L. Gillis

John L. Gillis, Jr.

JLG/sb
Enclosure

<PAGE> 1
EXHIBIT 5.

[ARMSTRONG,TEASDALE, SCHLAFLY & DAVIS LETTERHEAD]

July 23, 1996

Board of Directors
LaBarge, Inc.
707 North Second Street
St. Louis, MO 63102

Gentlemen:

In our capacity as counsel for LaBarge, Inc., a Delaware corporation (the
"Company"), we have examined the Registration Statement on Form S-3 (the
"Registration Statement") in form as proposed to be filed by the Company with
the Securities and Exchange Commission under the provisions of the Securities
Act of 1933, as amended, on July 23, 1996, relating to 300,000 shares of Common
Stock (the "Common Stock") to be offered by a shareholder of the Company (the
"Selling Shareholder") to the public pursuant to such Registration Statement.
In this connection, we have examined such records, documents and proceedings as
we deem relevant and necessary as a basis for the opinion express herein.

Upon the basis of the foregoing, we are of the opinion that:

1. The shares of Company Common Stock referred to above, to be sold by the
Selling Shareholder, have been duly and validly authorized and issued, and are
fully paid and non-assessable shares of the Company.

2. Under the laws of the State of Delaware, no personal liability
attaches to the ownership of the shares of Common Stock of the Company.

We hereby consent to filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition,
we consent to the inclusion of the statements made in reference to our firm
under the caption "LEGAL MATTERS" in the Prospectus which is a part of the
Registration Statement.

Very truly yours,

ARMSTRONG, TEASDALE, SCHLAFLY
& DAVIS

<PAGE> 1
EXHIBIT 10.1(a)

SECOND AMENDMENT
TO THE
FIRST AMENDMENT AND RESTATEMENT
OF THE
LABARGE, INC. EMPLOYEES SAVINGS PLAN
(formerly the "LaBarge Retirement Action Plan")

This Plan document executed on November 30, 1993 by the Company,

WITNESSETH

WHEREAS, LaBarge, Inc. established the profit-sharing plans for its various
divisions as follows:

Plan Initial Effective Date
---- ----------------------
Profit Sharing Plan for Employees
of LaBarge Electronics Division January 1, 1974

Profit Sharing Plan for Employees
of Management Division January 1, 1974

Profit Sharing Plan for Employees
of Dot-Flex Electronics Division January 1, 1969

Profit-Sharing Plan for Employees
of Wire and Cable Division January 1, 1974

Profit-Sharing Plan for Employees
of LaBarge Tubular Division February 29, 1957

Profit-Sharing Plan for Employees
of Dorsett Electronics Division January 1, 1968

Nelson Employees Profit-Sharing Plan February 29, 1959

WHEREAS, the Company consolidated all such plans into the Plan effective
January 1, 1984; and

WHEREAS, the Plan has been amended as follows:

Effective Date of Date Amendment
Amendment Executed
----------------- --------------
April 1, 1986 April 1, 1986
July 1, 1988 September 30, 1988
July 1, 1988 September 30, 1988
July 1, 1988 September 30, 1988
January 1, 1989 December 6, 1988

WHEREAS, the Plan was amended and restated May 3, 1990 effective January
1, 1987; and

<PAGE> 2

WHEREAS, the amendment and restatement of the Plan was amended on June
28, 1990 effective July 1, 1990; and

WHEREAS, the Company wants to further amend the Plan;

NOW, THEREFORE, the Company amends the Plan as follows:

1. Effective October 1, 1993, delete Section 5.10.

2. Effective October 1, 1993, delete Section 6.7 and insert the following
new Section 6.7 in lieu thereof:

6.7 In addition to directing the manner of the initial investment of
contributions made to his respective Accounts, a Participant or
Beneficiary, from time to time, may direct reinvestment of assets
credited to his respective Accounts as of each Valuation Date upon
written notice delivered to the Plan Administrator at least thirty days
prior to such Valuation Date; provided, however, to the extent amounts
credited to Matching, Company Profit Sharing or Company Elective
Contribution Accounts are invested in the LaBarge Common Stock Fund, such
amounts cannot be reinvested in another Fund.

An investment direction change may be expressed in terms of whole
dollar amounts or percentages in increments of twenty-five percent (25%)
of the amounts credited to the account of the Participant but may not be
in excess of the amount credited to such account as of the last day of
such Valuation Date.

As soon as practical after, subject to Section 4.10, the close of
each such Valuation Date, the Trustee shall transfer amounts between the
four respective Funds equal to the net change in investments as directed
by the Participants as of the last day of such Plan Quarter,

3. Effective October 1, 1993, add the following new

Section 6.10:

6.10 For purposes of this Section 6.10, the following terms have the
meanings as indicated:

"Accounting Valuation Date" means a Valuation Date as of which the
accounting is made for amounts which are to be invested in the LaBarge
Common Stock Fund and amounts transferred from the LaBarge Common Stock
Fund to other Funds,

"Affiliate" means any person subject to Section 16(b) of the
Securities and Exchange Act of 1934, as amended.

-2-
<PAGE> 3

"Cash Pool" means, as of a Valuation Date, the sum of:

(a) Employee Savings Contributions made during the calendar
quarter containing the Accounting Valuation Date which are to
be invested in the LaBarge Common Stock Fund. Such contributions
shall be invested in short term money market investments as they are
made and interest credited in such contributions shall also be
credited to the Cash Pool.

(b) Amounts from the Money Market, Fixed and Equity Funds which
are to be invested in the LaBarge Common Stock Fund as of the
Accounting Valuation Date. These amounts, to the extent they are not
invested in the LaBarge Common Stock Fund on the Accounting
Valuation Date, shall be invested in short term money market
investments as of such date.

(c) Matching Contributions for the quarter containing the
Accounting Valuation Date. To the extent such Matching
Contributions are not invested in the LaBarge Common Stock Fund as
of the Accounting Valuation Date, such Contributions shall be
invested in short term money market investments.

"Shares Out" means the number of share of LaBarge, Inc. common stock
as of the Accounting Valuation Date which are to be transferred from the
LaBarge Common Stock Fund to other Funds.

"Shares Out Value" means the product of the LaBarge Shares Out as
of the Accounting Valuation Date multiplied by the Twenty Day Price as
of such Valuation Date.

"Twenty Day Price" means the price of Company common stock as of a
given day, as determined as follows:

(i) For each of the twenty consecutive trading dates
immediately preceding the date Company common stock is to be
valued, multiply the number of shares of Company common stock
traded on the American Stock Exchange during each day by the
per share closing price of Company common stock as listed by
the American Stock Exchange for such day.

(ii) Add the products determined under (i) for each
of the twenty consecutive trading dates immediately preceding
the date Company common stock is to be valued.

(iii) Divide the sum determined under (ii) by the total
number of shares of Company common

-3-
<PAGE> 4

stock traded on the American Stock Exchange for such twenty
consecutive day period.

If the Cash Pool exceeds the Shares Out Value as of an Accounting
Valuation Date, the Administrator shall take the following actions as of
such Date:

(d) The Administrator shall direct the Trustee to purchase
Company common stock from Affiliates or on the open market using
cash equal to the difference between the Cash Pool and the Shares
Out Value. Such purchases shall be made in a manner so as not to
significantly distort the market price of Company common stock. The
purchase price of Company common stock purchased from Affiliates
shall be the Twenty Day Price on the date of sale. To the extent
the Cash Pool is not utilized to purchase Company common stock by
the Valuation Date occurring on the last day of the calendar quarter
immediately following the Accounting Valuation Date, such amount
shall be credited to the Cash Pool to be utilized for such quarter.

(e) Calculate the average price of a share of Company common
stock purchased during the calendar quarter immediately following
the Accounting Valuation Date by dividing the sum of the Shares Out
Value and the total purchase price of Company common stock purchased
during the period by the sum of the total number of Shares Out plus
the shares of Company common stock purchased during the period.

(f) Allocate to the appropriate Account or Accounts of a
Participant shares of Company common stock equal to the amount of
the Cash Pool attributable to such Participant divided by the
average price of a share of Company common stock as determined under
Subsection 6.10(e).

(g) Credit to the appropriate Account or Accounts of a
Participant electing to transfer as of the Accounting Valuation Date
funds from the LaBarge Common Stock Fund to other Funds an amount
equal to the product of the average price of a share of LaBarge
common stock, as determined under Subsection 6.10(e), multiplied by
the number of shares of Company common stock the Participant elected
to so transfer.

If the Shares Out Value exceeds the Cash Pool as of an Accounting
Valuation Date, the Administrator shall take the following actions as of
such Date:

(h) Subtract from the number of Shares Out the result of the
Cash Pool divided by the Twenty Day Price.

-4-
<PAGE> 5

(i) Sell on the open market or to Affiliates the number of
shares of Company common stock as determined under Subsection
6.10(h). Such sales shall be made in a manner so as to not
significantly distort the market price of Company common stock. The
price of Company common stock sold to an Affiliate shall be the
Twenty Day Price on the day of such sale. To the extent shares of
Company common stock are not sold by the Valuation Date at the end
of the calendar quarter immediately following the Accounting
Valuation Date, such shares shall be credited to the Shares Out to
be utilized for such calendar quarter.

(j) Calculate the average selling price of a share of Company
common stock sold during the calendar quarter immediately following
the Accounting Valuation Date by dividing the sum of the Cash Pool
and the total selling price of shares of Company stock sold during
the period by the result of the sum of the result of the Cash Pool
divided by the Twenty Day Price plus the number of shares of Company
common stock sold during the period.

(k) Allocate to the appropriate Account or Accounts of a
Participant shares of Company common stock equal to the amount of
the Cash Pool attributable to such Participant's Account or Accounts
divided by the average price of a share of Company common stock, as
determined under Subsection 6.10(j).

(l) Compute a ratio the numerator of which is the sum of the
result of the Cash Pool divided by the Twenty Day Price plus the
number of shares of Company common stock sold during the calendar
quarter immediately following the Accounting Valuation Date and the
denominator of which is the Shares Out. Multiply the number of
shares a Participant has elected to transfer from the LaBarge Common
Stock Fund to other Funds by the ratio determined under the first
sentence of this Subsection 6.10(l). Credit to the appropriate
Account or Accounts of a Participant electing to transfer amounts
from the LaBarge Common Stock Fund to other Funds an amount equal to
the product of the average price of a share of Company common stock,
as reduced by the ratio determined under the second sentence of this
Section 6.10(l), the Participant elected to so transfer. Any shares
of Company common stock a Participant has elected to transfer from
the LaBarge Common Stock Fund to another Fund or Funds remaining
after application of the ratio as described in the Subsection
6.10(l) shall remain credited to the LaBarge Common Stock Fund until
transferred at a later date under the provisions of this Section
6.10.

-5-
<PAGE> 6

The Administrator may restrict the extent to which a Participant may transfer
amounts credited to the Employee Savings Voluntary and Rollover Contribution
Accounts, to the extent such Accounts are invested in the LaBarge Common Stock
Fund. Participants are prohibited from transferring amounts credited to
Matching, Profit-Sharing and Company Elective Contribution Accounts, to the
extent such Accounts are invested in the LaBarge Common Stock Fund, to other
Funds. The Administrator shall in writing publish to Participants its rules
regarding transfers of amounts from the LaBarge Company Stock Fund.

4. Effective January 1, 1993, add the following new Section 11.14:

11.14 The following rules apply to an "Eligible Rollover
Distribution":

(a) This Section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's election under
this Section, a Distributee may elect, at the time and in the manner
prescribed by the Administrator, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan
specified by the Distributee in a Direct Rollover.

(b) For purposes of applying the provisions of this Section
11.14:

(i) "Eligible Rollover Distribution" means any
distribution of all or any portion of the balance to the credit
of the Distributee, except that an Eligible Rollover
Distribution does not include any distribution that is one of a
series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or joint
life expectancies) of the Distributee and the Distributee's
designated beneficiary, or for a specified period of ten years
or more; any distribution to the extent such distribution is
required under Code Section 401(a)(9); and the portion of any
distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation
with respect to employer securities).

(ii) "Eligible Retirement Plan" means an individual
retirement account described in Code Section 408(a), an
individual retirement annuity described in Code Section 408(b),
an annuity plan described in Code Section 403(a), or a
qualified trust described in

-6-
<PAGE> 7

Code Section 401(a), that accepts the Distributee's Eligible
Rollover Distribution. However, in the case of an Eligible
Rollover Distribution to the surviving spouse, an Eligible
Retirement Plan is an individual retirement account or
individual retirement annuity.

(iii) "Distributee" means an Employee or former
Employee. In addition, the Employee's or former Employee's
surviving spouse and the Employee's or former Employee's spouse
or former spouse who is the alternate payee under a qualified
domestic relations order as defined in Code Section 414(p), are
Distributees with regard to the interest of the spouse or
former spouse.

(iv) "Direct Rollover" means a payment by the Plan to
the Eligible Retirement Plan specified by the Distributee.

IN WITNESS WHEREOF, LaBarge, Inc. has adopted this Plan amendment on the
date and year first above written.

LABARGE, INC.

By Craig E. LaBarge
----------------------------------
President

ATTEST:

William J. Maendu
- -------------------------------
Secretary

-7-

<PAGE> 1
EXHIBIT 10.1(b)

THIRD AMENDMENT
TO THE
FIRST AMENDMENT AND RESTATEMENT
OF THE
LABARGE, INC* EMPLOYEES SAVINGS PLAN
(formerly the "LaBarge Retirement Action Plan")

This Plan document executed on March 24, 1994 by the Company,

WITNESSETH

WHEREAS, LaBarge, Inc. established the profit-sharing plans for its
various divisions as follows:

Plan Initial Effective Date
---- ----------------------

Profit Sharing Plan for Employees
of LaBarge Electronics Division January 1, 1974

Profit Sharing Plan for Employees
of Management Division January 1, 1974

Profit Sharing Plan for Employees
of Dot-Flex Electronics Division January 1, 1969

Profit-Sharing Plan for Employees
of Wire and Cable Division January 1, 1974

Profit-Sharing Plan for Employees
of LaBarge Tubular Division February 29, 1957

Profit-Sharing Plan for Employees
of Dorsett Electronics Division January 1, 1968

Nelson Employees Profit-Sharing Plan February 29, 1959

WHEREAS, the Company consolidated all such plans into the Plan
effective January 1, 1984; and

WHEREAS, the Plan has been amended as follows:

Effective Date of Date Amendment
Amendment Executed
--------- --------
April 1, 1986 April 1, 1986
July 1, 1988 September 30, 1988
July 1, 1988 September 30, 1988
July 1, 1988 September 30, 1988
January 1, 1989 December 6, 1988

WHEREAS, the Plan was amended and restated May 3, 1990 effective
January 1, 1987; and

<PAGE> 2

WHEREAS, the amendment and restatement of the Plan was amended on June
28, 1990 effective July 1, 1990 and on November 30, 1993 effective October 1,
1993; and

WHEREAS, the Company wants to further amend the Plan;

NOW, THEREFORE, the Company amends the Plan as follows effective
January 1, 1994:

1. Delete Section 1.13 and insert the following Section

1,13 in lieu thereof:

1.13 "Compensation" means, with respect to any Participant, the
total amount shown on Internal Revenue Service Form W-2 for a Plan Year
as compensation for Federal Income tax purposes, plus any salary
reduction contributions made on behalf of the Participant pursuant to
Code Sections 1125 and 402(a)(8).

Compensation in excess of $150,000 shall be disregarded. Such
amount shall be adjusted at the same time and in such manner as
permitted under Code Section 415(d). In applying this
limitation, the Family Members of a Highly Compensated Participant who
is subject to the Family Member aggregation rules of Code Section
414(q)(6), because such Participant is either a Five Percent Owner or
one of the ten Highly Compensated Employees paid the greatest Section
415 Compensation during the Plan Year, shall be treated as a single
Participant, except that, for this purpose, Family Members shall
include only the affected Participant's spouse and any lineal
descendants who have not attained age nineteen before the close of the
Plan Year. If, as a result of the application of such rules, the
adjusted $150,000 limit is exceeded, then the limitation shall be
prorated among affected individuals in proportion to each such
individual's Compensation as determined under this Section prior to the
application of this limitation. For Plan Years beginning before 1989,
the adjusted $200,000 limit (without regard to Family Member
aggregation) shall apply only for Top Heavy Plan Years and shall not be
adjusted.

2. Delete Subsection 14.3(a)(ii) and insert the following

new Subsection 14.3(a)(ii) in lieu thereof:

(ii) the ratio determined by aggregating Elective Contributions and
Section 414(s) Compensation of all eligible Family Members (including
Highly Compensated Participants). However, in applying the $150,000
limit to Section 414(s) Compensation, for Plan Years beginning after
December 31, 1993, Family Members shall include only the affected
Employee's spouse and any lineal descendants who

-2-

<PAGE> 3

have not attained age nineteen before the close of the Plan Year.

3. Delete Subsection 15.3(a) and insert the following new

Subsection 15.3(a) in lieu thereof:

(a) The combined Actual Contribution Percentage for the Family
Group (which shall be treated as one Highly Compensated Participant)
shall be the greater of:

(i) The ratio determined by aggregating ACP Contributions and
Section 414(s) Compensation for such Plan Year of all eligible
Family Members who are Highly Compensated Participants, without
regard to family aggregation; and

(ii) The ratio determined by aggregating ACP Contributions and
Section 414(s) Compensation for the Plan Year of all eligible
Family Members (including Highly Compensated Participants).

In applying the $150,000 limit, as adjusted, to Section 414(s)
Compensation for Plan Years beginning after December 31, 1994,
Family Members shall include only the affected Employee's spouse and
any lineal descendants who have not attained the age of nineteen before
the close of the Plan Year.

IN WITNESS WHEREOF, LaBarge, Inc. has adopted this Plan

amendment on the date and year first above written.

LABARGE, INC.

By Craig E.LaBarge
----------------------------
President

ATTEST:

William H.Maendu
- ------------------------------
Secretary

-3-

<PAGE> 1
EXHIBIT 10.1(c)

FOURTH AMENDMENT
TO THE
FIRST AMENDMENT AND RESTATEMENT
OF THE
LABARGE, INC. EMPLOYEES SAVINGS PLAN
(formerly the "LaBarge Retirement Action Plan")

This Fourth Amendment to the First Amendment and Restatement of the
LaBarge, Inc. Employees Savings Plan ("Plan") executed on January 3rd, 1995 by
LaBarge, Inc. ("Company"), a Delaware Corporation.

WITNESSETH:

WHEREAS, the Company amended and restated the Plan on May 3, 1990
effective January 1, 1987; and

WHEREAS, the amendment and restatement of the Plan was amended on June
28, 1990 effective July 1, 1990; November 30, 1993 effective October 1, 1993;
and March 24, 1994 effective January 1, 1994; and
WHEREAS, the Company wants to further amend the Plan;
NOW, THEREFORE, the Company amends the Plan as follows effective
January 1, 1995: Delete Section 11.3 in its entirety and substitute in lieu
thereof the following:

11.3 Distribution of Benefits shall be in cash except that
amounts credited to Company Profit-Sharing, Matching and Company
Elective Contribution Accounts and invested in the LaBarge Common
Stock Fund shall be distributed in the form of common stock of the
Company. Provided, however, that Benefits of a Participant, who (i)
was an Employee on January 1, 1995, (h) was providing services to
Avnet, Inc. on January 1, 1995 at its Flippin, Arkansas division
pursuant to an agreement between the Company and Avnet, Inc., and
(iii) elects to have his Benefits transferred to the trustee under the
Avnet 401(k) Trust pursuant to Section 11.14 (a "Flippin Employee"),
shall be transferred in cash and no part of the transfer shall be in
common stock of the Company. For purposes of determining the amount
of a Flippin Employee's Benefits, the value of shares of Company
common stock credited to his Accounts shall be the closing price of
such stock on the American Stock Exchange on December 30, 1994.

IN WITNESS WHEREOF, the Company has adopted this Plan amendment on the
date and year first above written.

LaBARGE, INC.

By: Craig E. LaBarge
--------------------------
President

ATTEST

William H. Maendu
- ----------------------------
Secretary

<PAGE> 1

EXHIBIT 10.1(d)

FIFTH AMENDMENT
TO THE
FIRST AMENDMENT AND RESTATEMENT
OF THE
LaBARGE, INC. EMPLOYEES SAVINGS PLAN

This Fourth Amendment to the First Amendment and Restatement of the
LaBarge, Inc. Employees Savings Plan ("Plan") executed on October __, 1995 by
LaBarge, Inc, ("Company"), a Delaware corporation.

WITNESSETH:

WHEREAS, the Company amended and restated the Plan on May 3, 1990
effective January 1, 1987; and

WHEREAS, the amendment and restatement of the Plan was amended on June
28, 1990 effective July 1, 1990; November 30, 1993 effective October 1, 1993;
March 24, 1994 effective January 1, 1994 and January 3, 1995; and

WHEREAS, the Company wants to further amend the Plan;

NOW, THEREFORE, the Company amends the Plan as follows effective as of
the specified dates:

1. Effective January 1, 1995, delete Subsection 4.1(b) and

substitute in lieu thereof the following:

4.1(b) Matching Contributions in the amount of:

(i) Fifty percent of Employee Savings Contributions up to the
first twenty-five dollars of monthly Employee Savings Contributions;
and

(ii) Twenty-five percent of monthly Employee Savings
Contributions in excess of twenty-five dollars,

Effective for periods prior to July 1, 1990, no Matching
Contributions shall be made with respect to Employee Savings
Contributions which exceed six percent of a Participant's
Compensation. Effective for periods on and after July 1, 1990, no
Matching Contributions

<PAGE> 2
shall be made with respect to Employee Savings Contributions
which exceed eight percent of a Participant's Compensation. No
Matching Contributions shall be made with respect to the Employee
Savings Contributions made by a Participant for a calendar quarter
if such Participant is not an Employee on the last day of such
calendar quarter, except that Matching Contributions shall be made
with respect to the Employee Savings Contributions made by a
Participant for a calendar quarter in which he dies. Matching
Contributions may be, in the discretion of the Administrator, in the
form of common stock of the Company,

2. Effective January 1, 1995, delete Subsection 5.4(a) and

substitute in lieu thereof the following:

5.4(a) Allocate Matching Contributions to the Plan on
account of a Plan Year to Matching Contribution Accounts of a
Participant as follows:

(i) First, allocate fifty percent of the amount of Employee
Savings Contributions made by the Participant up to the first
twenty-five dollars of monthly Employee Savings Contributions made
by the Participant.

(ii) Second, allocate the amount of twenty-five percent of
monthly Employee Savings Contributions made by a Participant in
excess of twenty-five dollars.

Effective for periods prior to July 1, 1990, no Matching
Contributions shall be allocated with respect to Employee Savings
Contributions which exceed six percent of a Participant's Compensation.
Effective for periods on and after July 1, 1990, no Matching
Contributions shall be made with respect to Employee Savings
Contributions which exceed eight percent of a Participant's
Compensation. No Matching Contributions shall be made with respect to
the Employee Savings Contributions made by a Participant for a calendar
quarter if such Participant is not an Employee on the last day of such
calendar quarter, except that Matching Contributions shall be made with
respect to Employee Savings Contributions made by a Participant for a
calendar quarter in which he dies.

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<PAGE> 3

3. Effective January 1, 1996, delete Article VI and

substitute in lieu thereof the following:

ARTICLE VI -- INVESTMENT OF ASSETS

6.1 Each Participant and Beneficiary shall be entitled to direct the
manner in which assets credited to his respective Accounts shall be
invested and reinvested, at the time and in the manner provided by
this Article.

6.2 The Trustee shall create and maintain the following separate
Funds:

(a) A Fund which shall invest exclusively in common stock of the
Company (the "LaBarge Common Stock Fund").

(b) A Fund which shall have as its principal objective the
preservation of principal and the earning of interest at rates
prevailing on short term, fixed income investments (the "Money
Market Fund").

6.3 Each Participant or Beneficiary shall direct the investment of
all contributions made by him and on his behalf in any one, or a
combination, of the Funds described above.

An investment direction shall specify the particular Fund or Funds in
which amounts credited to the respective Accounts of a Participant
shall be invested. A Participant or Beneficiary may direct
investment of a portion of his contributions in one Fund and the
remaining portion in another Fund or Funds in increments of five
percent (5%) of the amount credited.

Such investment directions by a Participant or Beneficiary shall
cover the full amount credited to his Accounts. In the event a
Participant or Beneficiary fails to direct the manner in which assets
credited to his Accounts shall be invested, the Trustee shall invest
all assets with respect to which no Participant or Beneficiary
investment direction is effective in the Money Market Fund.

Investment directions may be made with respect to a Participant's of
Beneficiary's existing Accounts as of the first day of a calendar
quarter by delivering written notice to the Plan Administrator at least
thirty days prior to such day.

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<PAGE> 4

A Participant or Beneficiary may from time to time, as of the first
day of a calendar quarter, change his direction governing investment
of future contributions to be credited to his respective Accounts upon
written notice received by the Administrator at least thirty days
before such day.

An investment direction once given shall be deemed to be a continuing
direction until explicitly changed by the Participant or Beneficiary by
a subsequent written direction delivered to the Administrator in
accordance with this section.

6.4 In addition to directing the manner of the initial investment of
contributions made to his respective Accounts, a Participant or
Beneficiary, from time to time, may direct reinvestment of assets
credited to his respective Accounts as of each Valuation Date upon
written notice delivered to the Plan Administrator at least thirty days
prior to such Valuation Date; provided, however, to the extent amounts
credited to Matching, Company Profit Sharing or Company Elective
Contribution Accounts are invested in the LaBarge Common Stock Fund,
such amounts cannot be reinvested in another Fund.

An investment direction change may be expressed in terms of whole
dollar amounts or percentages in increments of five percent (5%) of the
amounts credited to the account of the Participant but may not be in
excess of the amount credited to such account as of the last day of
such Valuation Date.

As soon as practical after the close of each such Valuation Date, the
Trustee shall, subject to Section 6.7, transfer amounts between the
respective Funds equal to the net change in investments as directed by
the Participants as of the last day of such Valuation Date.

6.5 Accounts shall be reduced by amounts paid out, used or set aside
because of retirement, death, disability or termination under Section
11.1.

6.6 As of each Valuation Date, the Administrator shall credit to the
Accounts of each Participant or Beneficiary the income, gain and losses
attributable to such Accounts for the period from the last Valuation
Date to the current Valuation Date based upon the investment experience
of the Funds for such period.

6.7 For purposes of this Section 6.7, the following terms have the
meanings as indicated:

"Accounting Valuation Date" means a Valuation Date as of which the
accounting is made for amounts which are to be

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<PAGE> 5

invested in the LaBarge Common Stock Fund and amounts transferred from
the LaBarge Common Stock Fund to other Funds.

"Affiliate" means any person subject to Section 16(b)of the
Securities and Exchange Act of 1934, as amended.

"Cash Pool" means, as of a Valuation Date, the sum of:

(a) Employee Savings Contributions made during the calendar
quarter containing the Accounting Valuation Date which are to be
invested in the LaBarge Common Stock Fund. Such contributions shall be
invested in short term money market investments as they are made and
interest credited in such contributions shall also be credited to the
Cash Pool.

(b) Amounts from the Funds, other than the LaBarge Common Stock
Fund, which are to be invested in the LaBarge Common Stock Fund as of
the Accounting Valuation Date, These amounts, to the extent they are
not invested in the LaBarge Common Stock Fund on the Accounting
Valuation Date, shall be invested in short term money market
investments as of such date.

(c) Matching Contributions for the quarter containing the
Accounting Valuation Date. To the extent such Matching Contributions
are not invested in the LaBarge Common Stock Fund as of the
Accounting Valuation Date, such Contributions shall be invested in
short term money market investments.

"Shares Out" means the number of shares of LaBarge, Inc. common stock
as of the Accounting Valuation Date which are to be transferred from the
LaBarge Common Stock Fund to other Funds.

"Shares Out Value" means the product of the LaBarge Shares Out as of
the Accounting Valuation Date multiplied by the Twenty Day Price as of such
Valuation Date.

"Twenty Day Price" means the price of Company common stock as of a
given day, as determined as follows:

(i) For each of the twenty consecutive trading dates
immediately preceding the date Company common stock is to be
valued, multiply the number of shares of Company common stock traded on
the American Stock Exchange during each day by the per share closing
price of Company common stock as listed by the American Stock Exchange
for such day.

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<PAGE> 6

(ii) Add the products determined under (i) for each of the
twenty consecutive trading dates immediately preceding the date
Company common stock is to be valued.

(iii) Divide the sum determined under (ii) by the total number
of share of Company common stock traded on the American Stock Exchange
for such twenty consecutive day period.

If the Cash Pool exceeds the Shares Out Value as of an Accounting
Valuation Date, the Administrator shall take the following actions as of such
Date:

(d) The Administrator shall direct the Trustee to purchase
the Company common stock from Affiliates or on the open market using
cash equal to the difference between the Cash Pool and the
Shares Out Value. Such purchases shall be made in a manner so as not
to significantly distort the market price of Company common stock. The
purchase price of Company common stock purchased from Affiliates shall
be the Twenty Day Price-on the date of sale. To the extent the Cash
Pool is not utilized to purchase Company common stock by the Valuation
Date occurring on the last day of the calendar quarter immediately
following the Accounting Valuation Date, such amount shall be credited
to the Cash Pool to be utilized for such quarter.

(e) Calculate the average price of a share of Company common
stock purchased during the calendar quarter immediately following the
Accounting Valuation Date by dividing the sum of the Shares Out
Value and the total purchase price of Company common stock purchased
during the period by the sum of the total number of Shares Out plus the
shares of Company common stock purchased during the period.

(f) Allocate to the appropriate Account or Accounts of a
Participant shares of Company common stock equal to the amount of the
Cash Pool attributable to such Participant divided by the average
price of a share of Company common stock as determined under Subsection
6.7(e).

(g) Credit to the appropriate Account or Accounts of a
Participant electing to transfer as of the Accounting Valuation Date
funds from the LaBarge Common Stock Fund to other Funds an amount
equal to the product of the average price of a share of LaBarge common
stock, as determined under Subsection 6.7(e), multiplied by the number
of shares of Company common stock the Participant elected to so
transfer.

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<PAGE> 7

If the Shares Out Value exceeds the Cash Pool as of an Accounting
Valuation Date, the Administrator shall take the following actions as of such
Date:

(h) Subtract from the number of Shares Out the result of the
Cash Pool divided by the Twenty Day Price.

(i) Sell on the open market or to Affiliate the number of
shares of Company common stock as determined under Subsection 6.7(h).
Such sales shall be made in a manner so as to not significantly
distort the market price of Company common stock. The price of Company
common stock sold to an Affiliate shall be the Twenty Day Price on the
day of such sale. To the extent shares of Company common stock are not
sold by the Valuation Date at the end of the calendar quarter
immediately following the Accounting Valuation Date, such shares shall
be credited to the Shares Out to be utilized for such calendar quarter.

(j) Calculate the average selling price of a share of Company
common stock sold during the calendar quarter immediately following the
Accounting Valuation Date by dividing the sum of the Cash Pool and
the total selling price of shares of Company stock sold during the
period by the result of the sum of the result of the Cash Pool divided
by the Twenty Day Price plus the number of shares of Company common
stock sold during the period.

(k) Allocate to the appropriate Account or Accounts of a
Participant shares of Company common stock equal to the amount of the
Cash Pool attributable to such Participant's Account or Accounts
divided by the average price of a share of Company common stock, as
determined under Subsection 6.7(j).

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<PAGE> 8

sentence of this Section 6.7(l), the Participant elected to so
transfer. Any shares of Company common stock a Participant has elected
to transfer from the LaBarge Common Stock Fund to another Fund or Funds
remaining after application of the ratio as described in the Subsection
6.7(l) shall remain credited to the LaBarge Common Stock Fund until
transferred at a later date under the provisions of this Section 6.7.

The Administrator may restrict the extent to which a Participant may
transfer amounts credited to the Employee Savings Voluntary and
Rollover Contribution Accounts, to the extent such Accounts are
invested in the LaBarge Common Stock Fund. Participants are prohibited
from transferring amounts credited to Matching, Profit-Sharing and
Company Elective Contributions Accounts, to the extent such Accounts
are invested in the LaBarge Common Stock Fund, to other Funds, The
Administrator shall in writing publish to Participants its rules
regarding transfers of amounts from the LaBarge Company Stock Fund.

IN WITNESS WHEREOF, the Company has adopted his Plan amendment on the
date and year first above written.

LaBARGE, INC,

By:
----------------------------
President

ATTEST:

- ------------------------
Secretary

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<PAGE> 1
EXHIBIT 10.2

LaBARGE, INC.

1987 INCENTIVE STOCK OPTION PLAN

Purpose of the 1987 Incentive Stock Option Plan

The purpose of the 1987 Incentive Stock Option Plan (the "Plan") is to
promote the interests of LaBarge, Inc. ("Company") and its stockholders by
providing a method whereby Company employees may be encouraged to invest in the
Company's Common Stock, thereby increasing their proprietary interest in its
business, providing them with additional incentive to remain in the employ of
the Company and increasing their personal interest in its continued success
and progress. These employees will be granted options ("Options") to purchase
shares of the Common Stock, $.01 par value, of the Company ("Common Stock").
It is intended that Options issued hereunder will constitute Incentive Stock
Options within the meaning of Section 422A of the Internal Revenue Code of
1986, as amended from time to time (the "Code").

II.

Administration of the 1987 Plan

A. The Committee. The Plan shall be administered by the Human Resources
Committee of the Board of Directors of the Company or such other committee as
shall be designated by the Board of Directors (the "Committee"). The Committee
shall consist of not less than four Directors of the Company, and shall be
appointed by the Board of Directors. A majority of the members of the
Committee shall constitute a quorum. Any decision or determination reduced to
writing and signed by all the members of the Committee shall be fully as
effective as if it had been made by a majority vote at a meeting duly called
and held. The Com-

<PAGE> 2
mittee may appoint a chairman from among the members and a secretary (who need
not be a member) and make such rules and regulations for the conduct of its
business as it shall be deemed advisable. No member of the Committee shall be
liable in the absence of bad faith, for any act or omission with respect to his
or her service on the Committee. Service on the Committee shall constitute
service as a a Director of the Company so that members of the Committee shall
be entitled to idemnification and reimbursement as Directors of the Company.

B. Authority of the Committee. Subject to the expressed provisions of the
Plan, the Committee shall have plenary authority to determine, in its
discretion, the employees to whom options are granted, and the time or times
within which (during the term of the Option) all or a portion of such Options
may be exercised. In making such determination, the Committee may take into
account the nature of the services rendered or expected to be rendered by the
respective employees, their present and potential contributions to the
Company's success, the anticipated number of years of effective service
remaining and such other factors as the Committee in its discretion shall deem
relevant. Subject to the express provisions of the Plan, Section 422A of the
Code and any regulations or rulings thereunder, the Committee shall also have
plenary authority to interpret the Plan, to prescribe, amend and recind rules
and regulations relating to it, to determine the terms and conditions of the
respective Options (which terms and conditions need not be the same in each
case), to impose restrictions on any shares issued upon the exercise of an
Option and to determine the manner in which such restrictions may be removed,
and to make all other determinations deemed necessary or advisable in
administering the Plan. The Committee may specify in the original terms of any
Option or, if not so specified, shall determine whether any authorized leave of
absence or absence of military or

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<PAGE> 3
governmental service or for any other reason shall constitute a termination of
employment for purposes of the Plan. Subject to the provisions of Article X,
the determination of the Committee on the matters referred to in the Plan shall
be conclusive; provided that it shall be the Board of Directors of the Company
which shall determine whether unissued or treasury shares shall be issued upon
the exercise of any Option.

C. Each option shall be evidenced by an option agreement which
shall contain such terms and conditions as may be approved by the Committee,
and the said agreement shall be signed by an officer of the Company and the
employee.

III.

Shares Subject to the 1987 Plan

An aggregate of 200,000 shares of Common Stock shall be subject to the
Plan, subject to adjustment in accordance with Section VIII hereof. Such
shares may be either authorized but unissued shares or shares now or hereafter
held in the treasury of the Company.

In the event that any Option under the Plan expires unexercised or is
terminated, surrendered or cancelled, the shares theretofore subject to such
Option, or the unexercised portion thereof, shall again become available for
Option under the Plan, including to the former holder of such Option, upon such
terms as the Committee shall determine in accordance with the Plan and which
terms may be more or less favorable than those applicable to such former
Option.

IV.

Granting Date

The action of the Committee with respect to the granting of an Option shall
take place on such date as a majority of the members of the Committee at a
meet-
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<PAGE> 4
ing shall make a determination with respect to the granting of an Option or, in
the absence of a meeting, on such date as of which written designation covering
such Option shall have been executed by all members of the Committee. The
effective date of the grant of an Option (the "Granting Date") shall be the
date specified by the Committee in its determination or designation relating to
the award of such Option or, in the absence of such a Specification, the date
on which the action of the Committee relating to the award of such Option took
place.

Eligibility

Options may be granted only to those employees who are deemed appropriate
by the Committee.

VI.

Terms and Conditions of Options

A. Option Price. Subject to the provision of subparagraph VI.F. below,
the purchase price of the stock under each option shall be determined by the
Committee, but shall not be less than 100% of the fair market value of the
stock on the Granting Date for such Option; provided, however, that the option
price shall not be less that the par value of the stock subject to the Option,
The fair market value of the stock shall be, for purposes of the Plan,
determined under the regulations or rulings under Section 422A of the Code.

B. Term of Option. Subject to the provisions of subparagraph VI.F. below,
the term of each Option granted under the Plan shall be for a period not
exeeding ten years from the Granting Date. Each Option granted under the plan
may be exercised by the employee as stated in his individual option, but in no
event may any

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<PAGE> 5
option be exercised before two years of continued employment with the Company,
or a subsidiary, immediately following the Granting Date.

C. Restrictions on Transfer and Exercise.

(1) Except as hereinafter provided, no Option granted pursuant to
the plan may be exercised at any time unless the holder thereof is then an
employee of the Company. Options granted under the Plan shall not be affected
by any change of employment so long as the grantee continues to be an employee
of the Company.

(2) The Option of any optionee whose employment is terminated for any
reason, other than for death, disability (as defined in Section 105(d)(4) of
the Code) or discharge for cause, shall terminate on the earlier of three
months after termination of employm ent or the date that such Option expires in
accordance with its term.

(3) In the event of the death of an optionee (a) while an employee
of the Company or a subsidiary or (b) within three months after the termination
of employment of the optionee, or in the event of the termination of employment
by an optionee for permanent disability, the Option may be exercised as follows:

(a) In the event of the death of an optionee during
employment or within three months after the termination of
employment, each Option granted to such optionee shall be
exercisable or payable (at the option of the Company and, if
paid, at a price equal to the excess of the fair market value
over the option price) to the extent provided therein but not
later than one year after his or her death (but not beyond the
stated duration of the Option.) Any such exercise or payment
shall be made only: (1) by or to the executor or administrator
of the estate of the deceased optionee or

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<PAGE> 6
person or persons to whom the deceased optionee's rights under
the Option shall pass by will or the laws of descent and
distribution; and (2) to the extent, if any, that the deceased
optionee was entitled at the date of his or her death.

(b) In the case of an optionee who becomes disabled, the Option
shall terminate on the earlier of one year after termination
of employment or the date that such Option expires in
accordance with its terms. During such period, the Option
may be exercised by an optionee who becomes disabled with
respect to the same number of shares, in the same manner
and to the same extent as if the optionee had continued
employment during such period.

(4) The Option shall lapse immediately upon termination of
employment of the optionee through discharge for cause as determined by the
Committee in its sole discretion.

(5) Each Option granted under the Plan shall, by its terms, not be
transferable otherwise than by will or the laws of descent and distribution.
During the optionee's lifetime, an Option granted under the Plan can be
exercised only by him or her.

E. Limitations on Issuance of Stock Option Shares. The Company shall not
be required, upon the exercise of any Option, to issue or deliver any shares
of stock prior to (a) the authorization of such shares for listing on any
stock ex-

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<PAGE> 7
change on which the Company's stock may then be listed, and (b) such
registration or other qualification of such shares under applicable securities
laws as the Company shall determine to be necessary or advisable. If shares
issuable on the exercise of Options have not been registered under the
Securities Act of 1933 ("the Act") or there is not available a current
Prospectus meeting the requirements of the Act with respect thereto, optionees
may be required to represent at the time of each exercise of Options that the
shares purchased are being acquired for investment and not with a view to
distribution; and the Company may place a legend on the stock certificate to
indicate that the stock may not be sold or otherwise disposed of except in
accordance with the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

F. Limitations on Options

(1) Notwithstanding the provision of paragraph VI.A and B above,
if any optionee, at the time an Option is granted, owns (as defined in Section
425(d) of the Code) Common Stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company, any subsidiary thereof or
of the Company's parent (if any) , the option price for such Option shall be
at least 110% of the fair market value of the stock subject to such Option, and
such Option by its terms shall not be exercisable after the expiration of 5
years from the date such Option is granted.

(2) The aggregate fair market value (determined as of the time the
Option is granted) of the stock with respect to which Incentive Stock Options
(as defined in Section 422A of the Code) are exercisable for the first time by
an employee during any calendar year (under this Plan or any other plan of the
Company and its parent and subsidiary corporations) shall not exceed $100,000.

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<PAGE> 8
VII.

Stockholder and Employment Rights

A holder of an Option shall have none of the rights of a stockholder with
respect to any of the shares subject to Option until such shares shall be
issued upon the exercise of the Option.

Nothing in the Plan or in any Option granted pursuant to the Plan shall,
in the absence of an express provision to the contrary, confer on any
individual any right to be or to continue in the employ of the Company or any
of its subsidiaries or shall interfere in any way with the right of the Company
or any of its subsidiaries to terminate the employment of any individual at any
time.

VIII.

Adjustments to Common Stock

The aggregate number of shares of Common Stock of the Company on which
Options may be granted hereunder, the number of shares thereof covered by each
outstanding Option and the price per share thereof in each such Option may all
be appropriately adjusted, as the Board of Directors may determine, for any
increase or decrease in the number of shares of stock of the Company resulting
from a subdivision or consolidation of shares whether through reorganization,
recapitalization, stock split or combination of shares, or the payment of a
stock dividend or other increase or decrease in such shares effected without
receipt of consideration by the Company. No fractional shares of stock shall
be issued upon exercise of an Option, and in case a fractional share shall
become subject to an Option by reason of a stock dividend or otherwise, the
optionee holding such Option shall not be entitled to exercise it with respect
to such fractional share.

Subject to any required action by the stockholders, if the Company shall
be the surviving corporation in any merger or consolidation, any Option granted
hereunder shall pertain to and apply to the securities to which a holder of the
number of

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<PAGE> 9
shares of stock subject to the Option would have been entitled. Upon a
dissolution of the Company, or a merger or consolidation in which the Company
is not the surviving corporation, every Option outstanding hereunder shall
terminate, provided, however, that in the case of such dissolution, merger or
consolidation, then during the period thirty days prior to the effective date
of such event, each holder of an Option granted pursuant to the Plan shall have
a right to exercise the Option, in whole or in part.

IX.

Effective Date and Termination Effective Date

A. Effective Date. The Plan shall become operative and in effect on the
date the plan is approved by a vote of a majority of all members of the Board
of Directors, provided, however, that the Plan shall be submitted to the
Stockholders of the Company for approval within twelve months of the date of
adoption of the Plan, and if such approval shall not be obtained by a vote of
the holders of a majority of the total outstanding capital stock of the Company
entitled to vote, voting as a single class, the Plan shall be null and void and
all Options, if any, granted thereunder shall automatically be cancelled.

B. Termination. The Plan shall remain in effect until and shall terminate
within 10 years from the date the Plan is adopted or the Plan was approved by
the shareholders, whichever is earlier, but it may be terminated at an earlier
date by action of the Board of Directors. Except as provided in subparagraph A
above, termination of this Plan shall not affect the rights of grantees under
Options theretofore granted to purchase stock under the Plan, and, all such
Options shall continue in force and in operation after termination of the
Plan, except as provided in subparagraph A above and except as may be
terminated through death or other termination of employment in accordance with
the terms of the Plan.

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<PAGE> 10
X.

Amendments

The Board of Directors shall have complete power and authority to amend
the Plan, provided, however, that except as expressly permitted in the Plan,
the Board of Directors shall not, without the affirmative vote of the holders
of a majority of the voting stock of the Company, make any amendment which
would (a) abolish the Committee without designating such other committee,
change the qualifications of its members, or withdraw the administration of
the 1987 Plan from its supervision, (b) increase the maximum number of shares
for which options may be granted under the Plan, (c) amend the formula for
determination of the purchase price of shares on which options may be granted,
(d) extend the term of the Plan or change the minimum option price, or (e)
amend the requirements as to the employees eligible to receive Options.

XI.

Government and Other Regulations

The obligation of the Company to sell or deliver shares under Options
granted pursuant to the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by and registrations with any governmental
agencies as may be required.

XII.

Loan Agreements

Each Option shall be subject to the condition that the Company shall not
be obliged to issue or transfer any of its stock to a holder of an Option, in
the exercise thereof, if at any time the Committee or the Board of Directors
shall de-

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<PAGE> 11

termine that the issuance or transfer of such stock would be in violation of
any covenant in any of the Company's loan agreements or other contracts.

The Company hereby agrees to the provisions of this Plan, and in witness
thereof, has caused this Agreement to be executed on this 20th day of July,
1987.

ATTEST: LaBARGE, INC.

Edward J. Lestar Jr. By Craig E. LaBarge
- ------------------------------- --------------------------------
Secretary President

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<PAGE> 1
EXHIBIT 10.2(a)

FIRST AMENDMENT
TO THE LaBARGE, INC.
1987 INCENTIVE STOCK OPTION PLAN

This First Amendment to the LaBarge, Inc. 1987 Incentive Stock Option Plan
(the "Plan") executed on May 4, 1995 on behalf of LaBarge, Inc. (the
"Company"), a Delaware corporation.

W I T N E S S E T H:

WHEREAS, the Company adopted the Plan on July 20, 1987; and
WHEREAS, the Board of Directors of the Company reserved the right to amend
the Plan in Article X of the Plan document; and
WHEREAS, the Board of Directors of the Company now wants to amend the
Plan;
NOW, THEREFORE, the Plan is hereby amended in the following respects:
Effective May 1, 1995, delete Section VI.D. and insert the following new
Section VI.D. in lieu thereof:

D. Manner of Exercise. An Option shall be exercised by giving a
written notice to the President of the Company stating the number of
shares of stock with respect to which the Option is being exercised and
containing such other information as the President may request and by
tendering payment in full therefore with a cashier's or certified check;
Common Stock already owned by the holder of the Option having a fair
market value equal to the option price; or a combination of a cashier's or
certified check and Common Stock already owned by the holder of the option
having an aggregate fair market value equal to the option price. For
purposes of this Section VI.D., "fair market value" is the closing price
per share of Common Stock on the American Stock Exchange on the day
immediately preceding the day on which an Option is exercised, or if there
is no sale on such day, then the closing price per share on the last
previous day on which a sale is reported. If Common Stock is not listed
on the American Stock Exchange on the day immediately preceding the day an
option is exercised, the closing price per share of Common Stock as
reported by the exchange upon which it is then listed, or if it is not
then listed on any exchange, the closing price per share of Common Stock
as reported by an automated quotation system shall be used to determine
fair market value. If Common Stock is not listed on any exchange or its
price reported by an automated quotation system on the day immediately

<PAGE> 2

preceding the day an Option is exercised, the Committee shall determine
the fair market value of Common Stock for purposes of this Section VI.D.
on the date of exercise of the Option.

IN WITNESS WHEREOF, the Company has caused this First Amendment to the
Plan to be adopted by its duly authorized officer.

LaBARGE, INC.

ATTEST:

William J. Maendu By: Craig E. LaBarge
- ------------------ --------------------
Secretary President

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<PAGE> 1
EXHIBIT 10.3

LaBARGE, INC.
1993 INCENTIVE STOCK OPTION PLAN

Purpose of the 1993 Incentive Stock Option Plan

The purpose of the 1993 Incentive Stock Option Plan (the "Plan") is to
promote the interests of LaBarge, Inc, ("Company") and its stockholders by
providing a method whereby Company employees may be encouraged to invest in the
Company's Common Stock, thereby increasing their proprietary interest in its
business, providing them with additional incentive to remain in the employ of
the Company and increasing their personal interest in its continued success and
progress. These employees will be granted options ("Options") to purchase
shares of the Common Stock, $.01 par value, of the Company ("Common Stock").
It is intended that Options issued hereunder will constitute Incentive Stock
Options within the meaning of Section 422A of the Internal Revenue Code of
1986, as amended from time to time (the "Code").

II.
Administration of the 1993 Plan

<PAGE> 2

mittee may appoint a chairman from among the members and a secretary (who need
not be a member) and make such rules and regulations for the conduct of its
business as it shall be deemed advisable. No member of the Committee shall be
liable in the absence of bad faith, for any act or omission with respect to his
or her service on the Committee. Service on the Committee shall constitute
service as a Director of the Company so that members of the Committee shall
be entitled to idemnification and reimbursement as Directors of the Company.

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<PAGE> 3

governmental service or for any other reason shall constitute a termination of
employment for purposes of the Plan. Subject to the provisions of Article X,
the determination of the Committee on the matters referred to in the Plan shall
be conclusive; provided that it shall be the Board of Directors of the Company
which shall determine whether unissued or treasury shares shall be issued upon
the exercise of any Option.

C. Each option shall be evidenced by an option agreement which shall
contain such terms and conditions as may be approved by the Committee, and the
said agreement shall be signed by an officer of the Company and the employee.

III.

Shares Subject to the 1993 Plan

An aggregate of 300,000 shares of Common Stock shall be subject to the
Plan, subject to adjustment in accordance with Section VIII hereof. Such
shares may be either authorized but unissued shares or shares now or hereafter
held in the treasury of the Company.

IV.

Granting Date
The action of the Committee with respect to the granting of an Option
shall take place on such date as a majority of the members of the Committee at a
meet-
-3-

<PAGE> 4

ing shall make a determination with respect to the granting of an Option or, in
the absence of a meeting, on such date as of which written designation covering
such Option shall have been executed by all members of the Committee. The
effective date of the grant of an Option (the "Granting Date") shall be the
date specified by the Committee in its determination or designation relating to
the award of such Option or, in the absence of such a Specification, the date
on which the action of the Committee relating to the award of such Option took
place.

Eligibility

Options may be granted only to those employees who are deemed appropriate
by the Committee.

VI.

Terms and Conditions of Options

A. Option Price. Subject to the provision of subparagraph VI.F. below,
the purchase price of the stock under each Option shall be determined by the
Committee, but shall not be less than 100% of the fair market value of the
stock on the Granting Date for such Option; provided, however, that the option
price shall not be less that the par value of the stock subject to the Option.
The fair market value of the stock shall be, for purposes of the Plan,
determined under the regulations or rulings under Section 422A of the Code.

-4-

<PAGE> 5

Option be exercised before two years of continued employment with the Company,
or a subsidiary, immediately following the Granting Date.

C. Restrictions on Transfer and Exercise.

(1) Except as hereinafter provided, no Option granted pursuant to the plan
may be exercised at any time unless the holder thereof is then an employee of
the Company. Options granted under the Plan shall not be affected by any
change of employment so long as the grantee continues to be an employee of the
Company.

(2) The Option of any optionee whose employment is terminated for any
reason, other than for death, disability (as defined in Section 105(d)(4) of
the Code) or discharge for cause, shall terminate on the earlier of three
months after termination of employment or the date that such Option expires in
accordance with its term.

(3) In the event of the death of an optionee (a) while an employee of
the Company or a subsidiary or (b) within three months after the termination of
employment of the optionee, or in the event of the termination of employment by
an optionee for permanent disability, the Option may be exercised as follows:

(a) In the event of the death of an optionee during employment or
within three months after the termination of employment, each Option
granted to such optionee shall be exercisable or payable (at the
option of the Company and, if paid, at a price equal to the excess
of the fair market value over the option price) to the extent
provided therein but not later than one year after his or her death
(but not beyond the stated duration of the Option.) Any such
exercise or payment shall be made only: (1) by or to the executor or
administrator of the estate of the deceased optionee or

-5-

<PAGE> 6

person or persons to whom the deceased optionee's rights under
the Option shall pass by will or the laws of descent and
distribution; and (2) to the extent, if any, that the deceased
optionee was entitled at the date of his or her death.

(b) In the case of an optionee who becomes disabled, the Option
shall terminate on the earlier of one year after termination of
employment or the date that such Option expires in accordance with
its terms. During such period, the Option may be exercised by an
optionee who becomes disabled with respect to the same number of
shares, in the same manner and to the same extent as if the optionee
had continued employment during such period.

(4) The Option shall lapse immediately upon termination of employment of
the optionee through discharge for cause as determined by the Committee in its
sole discretion.

E. Limitations on Issuance of Stock Option Shares. The Company shall not
be required, upon the exercise of any Option, to issue or deliver any shares of
stock prior to (a) the authorization of such shares for listing on any stock
ex-

-6-

<PAGE> 7

change on which the Company's stock may then be listed, and (b) such
registration or other qualification of such shares under applicable securities
laws as the Company shall determine to be necessary or advisable. If shares
issuable on the exercise of Options have not been registered under the
Securities Act of 1933 ("the Act") or there is not available a current
Prospectus meeting the requirements of the Act with respect thereto, optionees
may be required to represent at the time of each exercise of Options that the
shares purchased are being acquired for investment and not with a view to
distribution; and the Company may place a legend on the stock certificate to
indicate that the stock may not be sold or otherwise disposed of except in
accordance with the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

F. Limitations on Options
(1) Notwithstanding the provision of paragraph VI.A and B above, if any
optionee, at the time an Option is granted, owns (as defined in Section 425(d)
of the Code) Common Stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company, any subsidiary thereof or of the
Company's parent (if any), the option price for such Option shall be at least
110% of the fair market value of the stock subject to such Option, and such
Option by its terms shall not be exercisable after the expiration of 5 years
from the date such Option is granted.

(2) The aggregate fair market value (determined as of the time the Option
is granted) of the stock with respect to which Incentive Stock Options (as
defined in Section 422A of the Code) are exercisable for the first time by an
employee during any calendar year (under this Plan or any other plan of the
Company and its parent and subsidiary corporations) shall not exceed $100,000.

-7-

<PAGE> 8

VII.

Stockholder and Employment Rights

A holder of an Option shall have none of the rights of a stockholder with
respect to any of the shares subject to Option until such shares shall be
issued upon the exercise of the Option.

VIII.

Adjustments to Common Stock

-8-

<PAGE> 9

shares of stock subject to the Option would have been entitled. Upon a
dissolution of the Company, or a merger or consolidation in which the Company
is not the surviving corporation, every Option outstanding hereunder shall
terminate, provided, however, that in the case of such dissolution, merger or
consolidation, then during the period thirty days prior to the effective date
of such event, each holder of an Option granted pursuant to the Plan shall have
a right to exercise the Option, in whole or in part.

IX.

Effective Date and Termination Effective Date

A. Effective Date. The Plan shall become operative and in effect on the
date the plan is approved by a vote of a majority of all members of the Board
of Directors, provided, however, that the Plan shall be submitted to the
Stockholders of the Company for approval within twelve months of the date of
adoption of the Plan, and if such approval shall not be obtained by a vote of
the holders of a majority of the total outstanding capital stock of the Company
entitled to vote, voting as a single class, the Plan shall be null and void
and all Options, if any, granted thereunder shall automatically be cancelled.

B. Termination. The Plan shall remain in effect until and shall terminate
within 10 years from the date the Plan is adopted or the Plan was approved by
the shareholders, whichever is earlier, but it may be terminated at an earlier
date by action of the Board of Directors. Except as provided in subparagraph A
above, termination of this Plan shall not affect the rights of grantees under
Options theretofore granted to purchase stock under the Plan, and, all such
Options shall continue in force and in operation after termination of the Plan,
except as provided in subparagraph A above and except as may be terminated
through death or other termination of employment in accordance with the terms
of the Plan.
-9-

<PAGE> 10

Amendments

The Board of Directors shall have complete power and authority to amend
the Plan, provided, however, that except as expressly permitted in the Plan,
the Board of Directors shall not, without the affirmative vote of the holders
of a majority of the voting stock of the Company, make any amendment which
would (a) abolish the Committee without designating such other committee,
change the qualifications of its members, or withdraw the administration of the
1993 Plan from its supervision, (b) increase the maximum number of shares for
which options may be granted under the Plan, (c) amend the formula for
determination of the purchase price of shares on which options may be granted,
(d) extend the term of the Plan or change the minimum option price, or (e)
amend the requirements as to the employees eligible to receive Options.

XI.

Government and Other Regulations

XII.

Loan Agreements

-10-
<PAGE> 11

termine that the issuance or transfer of such stock would be in violation of
any covenant in any of the Company's loan agreements or other contracts.

The Company hereby agrees to the provisions of this Plan, and in witness
thereof, has caused this Agreement to be executed on this , 1993.

ATTEST: LaBARGE, INC.

By
- ------------------------- -------------------------
Secretary President

-11-

<PAGE> 1

EXHIBIT 10.3(a)

FIRST AMENDMENT
TO THE LaBARGE, INC.
1993 INCENTIVE STOCK OPTION PLAN

This First Amendment to the LaBarge, Inc. 1993 Incentive Stock Option Plan
(the "Plan") executed on May 4, 1995 on behalf of LaBarge, Inc, (the
"Company"), a Delaware corporation.

W I T N E S S E T H:

WHEREAS, the Company adopted the Plan on August 19, 1993;
and

WHEREAS, the Board of Directors of the Company reserved the right to amend
the Plan in Article X of the Plan document; and

WHEREAS, the Board of Directors of the Company now wants to amend the Plan;

NOW, THEREFORE, the Plan is hereby amended in the following respects:

Effective May 1, 1995, delete Section VI.D. and insert the following new
Section VI.D. in lieu thereof:

D. Manner of Exercise. An Option shall be exercised by giving a
written notice to the President of the Company stating the number of
shares of stock with respect to which the Option is being exercised and
containing such other information as the President may request and by
tendering payment in full therefore with a cashier's or certified check;
Common Stock already owned by the holder of the Option having a fair
market value equal to the option price; or a combination of a cashier's
or certified check and Common Stock already owned by the holder of the
option having an aggregate fair market value equal to the option price.
For purposes of this Section VI.D., "fair market value" is the closing
price per share of Common Stock on the American Stock Exchange on the day
immediately preceding the day on which an Option is exercised, or if
there is no sale on such day, then the closing price per share on the
last previous day on which a sale is reported. If Common Stock is not
listed on the American Stock Exchange on the day immediately preceding
the day an Option is exercised, the closing price per share of Common
Stock as reported by the exchange upon which it is then listed, or if it
is not then listed on any exchange, the closing price per share of Common
Stock as reported by an automated quotation system shall be used to
determine fair market value. If Common

<PAGE> 2
Stock is not listed on any exchange or its price reported by an
automated quotation system on the day immediately preceding the day an
Option is exercised, the Committee shall determine the fair market value
of Common Stock for purposes of this Section VI.D. on the date of exercise
of the Option.

IN WITNESS WHEREOF, the Company has caused this First Amendment to the
Plan to be adopted by its duly authorized officer.

LaBARGE, INC.

ATTEST

William H. Maendu By: Craig E. LaBarge
- ----------------- --------------------
Secretary President

-2-

<PAGE> 1
EXHIBIT 10.4

MANAGEMENT RETIREMENT SAVINGS PLAN (MRSP)

LABARGE, INC.

________________________

Effective August 1, 1991

________________________

LABARGE, INC.
707 North Second Street
St. Louis, Missouri 61302

<PAGE> 2
MANAGEMENT RETIREMENT SAVINGS PLAN (MRSP)
OF
LABARGE, INC.
(Text of Plan)

TABLE OF CONTENTS

PAGE

PREAMABLE ................................................................. 1

ARTICLE 1. REFERENCES, CONSTRUCTION AND DEFINITIONS ...................... 1
1.1 Account ....................................................... 1
1.2 Adjustment Date ............................................... 1
1.3 Affiliate ..................................................... 1
1.4 Authorized Leave of Absence ................................... 1
1.5 Beneficiary ................................................... 2
1.6 Board ......................................................... 2
1.7 Change in Control ............................................. 2
1.8 Code .......................................................... 3
1.9 Committee ..................................................... 3
1.10 Company ....................................................... 3
1.11 Cost of Living Adjustment ..................................... 3
1.12 Deferral Election ............................................. 3
1.13 Deferrals ..................................................... 3
1.14 Disability Retirement ......................................... 3
1.15 Discretionary Year-End Bonus .................................. 3
1.16 Early Retirement .............................................. 4
1.17 Earnings ...................................................... 4
1.18 Effective Date ................................................ 4
1.19 Employee ...................................................... 4
1.20 ERISA ......................................................... 4
1.21 Fiscal Year ................................................... 4
1.22 Interest ...................................................... 4
1.23 Normal Retirement ............................................. 4
1.24 Normal Retirement Age ......................................... 4
1.25 Participant ................................................... 4
1.26 Participating Company ......................................... 4
1.27 Plan .......................................................... 5
1.28 Plan Administrator ............................................ 5
1.29 Postponed Retirement .......................................... 5
1.30 Resignation for Good Reason ................................... 5
1.31 Retirement .................................................... 6
1.32 Salary ........................................................ 6
1.33 Service ....................................................... 6
1.34 Severance ..................................................... 6
1.35 Severance without Cause ....................................... 6
1.36 Surviving Spouse .............................................. 7
1.37 Termination of Employment ..................................... 7
1.38 Total Disability .............................................. 8

<PAGE> 3

ARTICLE 2. ELIGIBILITY AND PARTICIPATION ........................ 8
2.1 Eligibility .......................................... 8
2.2 Participation ........................................ 8
2.3 Duration of Participation ............................ 8
2.4 Deferral Elections ................................... 8

ARTICLE 3. RETIREMENT BENEFITS .................................. 9
3.1 Participant's Benefit ................................ 9
3.2 Survivor Benefit ..................................... 10
3.3 Reemployment ......................................... 10

ARTICLE 4. PRE-RETIREMENT DEATH BENEFIT ......................... 10
4.1 Eligibility .......................................... 10
4.2 Death Before Attaining Early Retirement Age or
Disability Retirement ................................ 10
4.3 Death After Attaining Early Retirement Age ........... 11

ARTICLE 5. SEVERANCE BENEFITS ................................... 11
5.1 Eligibility .......................................... 11
5.2 Timing and Method .................................... 11
5.3 Payment to Beneficiary ............................... 11
5.4 Reemployment ......................................... 11

ARTICLE 6. CHANGE IN CONTROL BENEFITS ........................... 11
6.1 Participant's Benefit ................................ 11
6.2 Survivor Benefit ..................................... 12
6.3 Reemployment ......................................... 13

ARTICLE 7. ADJUSTMENTS .......................................... 13
7.1 Accounts ............................................. 13
7.2 Adjustments .......................................... 13

ARTICLE 8. CONDITIONS ........................................... 13
8.1 Early Death or Suicide ............................... 13
8.2 Faithful Performance ................................. 14
8.3 Tax Law Changes ...................................... 14

ARTICLE 9. ADMINISTRATION OF THE PLAN ........................... 14
9.1 Powers and Duties of the Committee ................... 14
9.2 Agents ............................................... 14
9.3 Reports to Board ..................................... 15
9.4 Structure of Committee ............................... 15
9.5 Adoption of Procedures of Committee .................. 15
9.6 Instructions for Payments ............................ 15
9.7 Claims for Benefits .................................. 15
9.8 Hold Harmless ........................................ 16
9.9 Service of Process ................................... 16
9.10 Pre-Retirement Death Benefit Amounts ................. 17

ARTICLE 10. DESIGNATION OF BENEFICIARIES ......................... 17
10.1 Beneficiary Designation .............................. 17
10.2 Failure to Designate Beneficiary ..................... 17

ii
<PAGE> 4
ARTICLE 11. WITHDRAWAL OF PARTICIPATING COMPANY ............... 18
11.1 Withdrawal of Participating Company ................. 18
11.2 Effect of Withdrawal ................................ 18

ARTICLE 12. AMENDMENT OR TERMINATION OF THE PLAN .............. 18
12.1 Right to Amend or Terminate Plan ................... 18
12.2 Notice ............................................. 19

ARTICLE 13. GENERAL PROVISIONS AND LIMITATIONS ................ 19
13.1 No Right to Continued Employment ................... 19
13.2 Payment on Behalf of Payee ......................... 19
13.3 Nonalienation ...................................... 19
13.4 Missing Payee ...................................... 20
13.5 Required Information ............................... 20
13.6 No Trust or Funding Created ........................ 20
13.7 Binding Effect ..................................... 20
13.8 Merger or Consolidation ............................ 21
13.9 Entire Plan ........................................ 21

iii
<PAGE> 5
MANAGEMENT RETIREMENT SAVINGS PLAN (MRSP)
OF
LABARGE, INC.

PREAMBLE

This Plan is designed to enhance the earnings and growth of the
Participating Company. The Plan rewards selected key Employees with the
opportunity to forgo current Earnings in exchange for retirement and survivor
benefits. Such benefits are intended to supplement retirement and survivor
benefits from other sources. By providing such supplemental benefits, the Plan
enables the Participating Company to attract superior key Employees, to
encourage them to make careers with the Participating Company, and to give them
additional incentive to make the Participating Company more profitable.

ARTICLE 1. REFERENCES, CONSTRUCTION AND DEFINITIONS

Unless otherwise indicated, all references to articles, sections and
subsections shall be to the Plan as set forth in this document. The Plan and
all rights thereunder shall be construed and enforced in accordance with ERISA
and, to the extent that state law is applicable, the laws of the State of
Missouri. The article titles and the captions preceding sections and
subsections have been inserted solely as a matter of convenience and in no way
define or limit the scope or intent of any provision. When the context so
requires, the singular includes the plural. Whenever used herein and
capitalized, the following terms shall have the respective meanings indicated
unless the context plainly requires otherwise.

1.1 ACCOUNT: With respect to each Participant, the separate bookkeeping
account adjusted as of each Adjustment Date as provided in Article 7.

1.2 ADJUSTMENT DATE: The last day of each calendar month and any other
date during the calendar year specified by the Committee, upon or as of which
Accounts are adjusted as set forth in Article 7.

1.3 AFFILIATE: The Company, any corporation with respect to which the
Company owns, directly or indirectly, 50 percent or more of the corporation's
outstanding capital stock, and any other entity the Board designates an
Affiliate.

1.4 AUTHORIZED LEAVE OF ABSENCE: Either (a) a leave of absence authorized
by the Participating Company provided that the Employee returns within the
period specified, or (b) an absence required to be considered an Authorized
Leave of Absence by applicable law.

<PAGE> 6
1.5 BENEFICIARY: The beneficiary or beneficiaries designated by a
Participant pursuant to Article 10 to receive the benefits, if any, payable on
behalf of the Participant under the Plan after the death of such Participant,
or, when there has been no such designation or an invalid designation, the
individual or entity, or the individuals or entities, who will receive such
amount.

1.6 BOARD: The Board of Directors of the Company.

1.7 CHANGE IN CONTROL: A Change in Control shall be deemed to have
occurred upon the happening of any of the following:

(a) the consummation of a plan of merger or consolidation of the Company
with any other corporation or association as a result of which the holders of
the voting capital stock of the Company receive less than 50 percent of the
voting capital stock of the surviving or resulting corporation;

(b) the sale, lease, exchange or other transfer (in one transaction or a
series of transactions contemplated or arranged by any party as a single plan)
of all or substantially all of the assets of the Company (other than as
security for the obligations of the Company);

(c) the approval by the shareholders of the Company of any plan or
proposal for the liquidation or dissolution of the Company;

(d) the acquisition by any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")),, other than Craig E. Labarge or a Trustee under any employee
benefit plan of the Company or Affiliate, and "persons" (as such term is so
used) who are then affiliates and associates (as defined in Exchange Act Rule
12b-2) of such person, or any one of them, after the Effective Date, directly
or indirectly, of beneficial ownership (as defined in Exchange Act Rules 13d-3
and 13d-5) of securities of the Company representing in the aggregate more than
20 percent of the voting power of all then outstanding securities of the
Company having the right under ordinary circumstances to vote in an election of
the Board (without limitation, any securities having such voting power that any
such person has the right to acquire pursuant to any agreement, or upon
exercise of conversion of rights, warrants or options, or otherwise, shall not
be deemed beneficially owned by such person); provided, however,
notwithstanding the foregoing, such an acquisition of 20 percent or more of the
Company's voting securities shall not constitute a Change in Control if such
securities are acquired from Pierre LaBarge and, in advance of the acquisition,
the Board approves the then pending acquisition by a majority vote of the
Directors other than Pierre LaBarge;

<PAGE> 7

(e) the failure, for any reason, during any period of two consecutive
years, of the individuals who, at the beginning of such period, constitute the
entire Board and any new directors whose election by the Board, or whose
nomination for election by the shareholders, shall have been approved by a vote
of at least two-thirds (2/3) of the directors of the Board then still in office
who either were directors at the beginning of the period or whose election or
nomination for election shall previously have been so approved, to constitute a
majority of the members of the Board.

1.8 CODE: The Internal Revenue Code of 1986, as now in effect or as
hereafter amended. All citations to sections of the Code are to such sections
as they may from time to time be amended or renumbered.

1.9 COMMITTEE: The Committee provided for in Article 9 and responsible for
administering the Plan.

1.10 COMPANY: LaBarge, Inc., a Delaware corporation, or any entity which
succeeds to its rights and obligations with respect to the Plan.

1.11 COST OF LIVING ADJUSTMENT: The product of the monthly installment
amount for the calendar year next preceding times three and one-half percent
(3.5%).

1.12 DEFERRAL ELECTION: The Participant's irrevocable written election,
made in accordance with Section 2.4 and substantially in the form attached
hereto as Exhibit A, to forgo the receipt of a stipulated amount of Earnings.
Amounts so foregone are called "Deferrals".

1.13 DEFERRALS: Amounts of Earnings foregone pursuant to a Deferral
Election.

1.14 DISABILITY RETIREMENT: With respect to a Participant who incurs a
Termination of Employment on account of Total Disability, the Participant shall
be deemed to have taken Disability Retirement upon the expiration of a 6-month
period following such Termination of Employment, provided the Participant's
Total Disability continues until such Disability Retirement.

1.15 DISCRETIONARY YEAR-END BONUS: A bonus which is awarded and payable in
the Fiscal Year next following the Fiscal Year in which the Employee performed
the Service for which the bonus is awarded (the "Service Year"), To qualify as
a Discretionary Year-End Bonus, the determination of whether to make such an
award and the determination of the amount of the bonus must not be determined
until after the end of the Service Year.

<PAGE> 8

1.16 EARLY RETIREMENT: Termination of Employment, other than on account of
death, after attaining age 55 but prior to attaining Normal Retirement Age.

1.17 EARNINGS: With respect to an Employee, Salary and Discretionary
Year-End Bonuses payable by the Participating Company or an Affiliate to the
Employee for Service.

1.18 EFFECTIVE DATE: The "Effective Date," the date the provisions of this
Plan become effective, is August 1, 1991.

1.19 EMPLOYEE: A person who is a common law employee of the Participating
Company or an Affiliate.

1.20 ERISA: The Employee Retirement Income Security Act of 1974, as now in
effect or as hereafter amended. All citations to sections of ERISA are to such
sections as they may from time to time be amended or renumbered.

1.21 FISCAL YEAR: The fiscal year of the Participating Company.

1.22 INTEREST: With respect to each Adjustment Date, the dollar amount to
be credited to the Participant's Account which is equal to a rate of return on
the Participant's Deferrals of 11 percent per annum, compounded annually.

1.23 NORMAL RETIREMENT: Termination of Employment, other than on account
of death, on the date the Participant attains Normal Retirement Age.

1.24 NORMAL RETIREMENT AGE: Age 65.

1.25 PARTICIPANT: As of any date, any individual who commenced
participation in the Plan as provided in Article 2 and who is either (a) an
Employee, (b) a former Employee who is eligible for a benefit under the Plan,
or (c) a former Employee whose employment terminated on account of Total
Disability and who may later become eligible for a benefit under the Plan.

1.26 PARTICIPATING COMPANY: The Company or an Affiliate which, by
action of its board of directors or equivalent governing body and with the
written consent of the Board, has adopted the Plan; provided that the Board
may, subject to the foregoing proviso, waive the requirement that such board of
directors or equivalent governing body effect such adoption. By its adoption
of or participation in the Plan, a Participating company shall be deemed to
appoint the Company its exclusive agent to exercise on its behalf all of the
power and authority conferred by the Plan upon the Company and accept the
delegation to the Committee of all the power and authority conferred upon it by
the Plan. The authority of the Company to act as such agent shall continue
until the Plan is terminated as to the

<PAGE> 9

Participating Company. The term "Participating Company" shall be construed as
if the Plan were solely the Plan of such Participating Company, unless the
context plainly requires otherwise.

1.27 PLAN: The Management Retirement Savings Plan (MRSP) of LaBarge, Inc.
as contained herein and as it may be amended from time to time hereafter.

1.28 PLAN ADMINISTRATOR: The Committee.

1.29 POSTPONED RETIREMENT: Termination of Employment, other than on
account of death, after the date the Participant attains Normal Retirement Age.

1.30 RESIGNATION FOR GOOD REASON: if the Participant quits or resigns and
such Termination of Employment constitutes a Severance, then such Severance
shall be a "Resignation for Good Reason" if on account of any of the following
or under any of the following circumstances:

(a) Without the Participant's express written consent, the Participant is
demoted or assigned a position of a lower stature than that previously held;

(b) There occurs a reduction in the Participant's base salary; or there
occurs a failure of such base salary to increase each year by an amount which
at least equals, on a percentage basis, the mean average percentage increases
in base salary for all officers of the Participating Company during the two
full calendar years immediately preceding the failure;

(c) In the event the Participant is located at the Participating Company's
executive offices, there occurs a relocation of the Participating Company's
executive offices to a location outside the county in which the offices were
located or the Participating Company requires the Participant to be based
anywhere other than the Participating Company's principal executive offices
except for required travel on the Participating Company's business to an extent
substantially consistent with the Participant's previous business travel
obligations or, in the event the Participant consents to any such relocation of
the Participating Company's principal executive offices, the Participating
Company fails to pay (or reimburse the Participant for) all reasonable moving
expenses incurred by the Participant relating to a change of the Participant's
principal residence in connection with such relocation and to indemnify the
Participant against any loss (defined as the difference between the actual
sales price of such residence and the higher of (i) the Participant's aggregate
investment in such residence or (ii) the fair market value of such residence as
determined by a real estate appraiser designated by the Participant and
reasonably satisfactory to the Participating Company) realized in the sale

<PAGE> 10

of the Participant's principal residence in connection with any such change of
residence;

(d) The Participating Company fails to continue in effect any benefit or
compensation plan, pension plan, profit-sharing plan, employee stock ownership
plan, life insurance plan, health and accident plan or disability plan in which
the Participant participates (or plans providing the Participant with
substantially similar benefits); the Participating Company takes any action
which would adversely affect the Participant's participation in, or materially
reduce the Participant's benefits under, any of such plans or deprive the
Participant of any material fringe benefit enjoyed by the Participant, or the
Participating Company fails to provide the Participant with the number of paid
vacation days to which the Participant is entitled on the basis of Years of
Service with the Participating Company in accordance with the Participating
Company's normal vacation policy.

1.31 RETIREMENT: A Participant's Normal Retirement, Early Retirement,
Postponed Retirement or Disability Retirement. The term "Retire" means the act
of taking Retirement.

1.32 SALARY: With respect to an Employee, cash base salary payable by the
Participating Company or an Affiliate to the Employee for Service.

1.33 SERVICE: Employment with the Participating Company or any Affiliate;
provided, however, that Service does not include periods of employment with an
Affiliate rendered prior to the date the Affiliate became an Affiliate.
Service includes periods of employment with a predecessor employer. Service may
also include any period of a Participant's prior employment by any organization
upon such terms and conditions as the Board may approve. Notwithstanding any
provision in the Plan to the contrary, periods of Total Disability constitute
Service.

1.34 SEVERANCE: Termination of Employment other than on account of
Retirement, death or Total Disability. With respect to a Participant whose
employment with the Participating company or an Affiliate terminates on account
of Total Disability, Severance shall occur if and when the Total Disability
ceases prior to Disability Retirement and the Participant does not return to
the employment of the Participating Company or an Affiliate. A "Severed
Participant" is a Participant who has incurred a Severance and who has not
again become an Employee.

1.35 SEVERANCE WITHOUT CAUSE: If the Participating Company fires,
discharges, lays off or otherwise terminates the Participant's employment, and
such Termination of Employment constitutes a Severance, such Severance shall be
a "Severance without Cause" unless the Severance is on account of either of the
following:

<PAGE> 11

(a) the willful and continued failure by the Participant to substantially
perform his or her duties with the Participating Company (other than any such
failure resulting from the Participant's incapacity due to physical or mental
illness) after a demand for substantial performance is delivered to the
Participant by the board of directors of the Participating Company which
specifically identifies the matter in which the board of directors believes
that the Participant has not substantially performed his or her duties; or

(b) the willful engaging by such Participant in gross misconduct
materially and demonstrably injurious to the Participating Company.

No act, or failure to act, on the Participant's part shall be considered
"willful" unless done, or omitted to be done, by the Participant not in good
faith and without reasonable belief that the Participant's action or omission
was in the best interest of the Participating Company. Notwithstanding the
foregoing, a Participant shall not be deemed to have been terminated for cause
unless and until there shall have been delivered to the Participant a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
(3/4) of the entire membership of the board of directors of the Participating
Company at a meeting called and held for that purpose (after reasonable notice
to the Participant and an opportunity for the Participant, together with the
Participant's counsel, to be heard before the board of directors), finding that
in the good faith opinion of the board of directors the Participant was guilty
of conduct set forth above in clauses (a) or (b) of the first sentence of this
paragraph, and specifying the particulars thereof in detail.

1.36 SURVIVING SPOUSE: The survivor of a deceased Participant to whom such
deceased Participant was legally married (as determined by the Committee)
immediately before the Participant's death.

1.37 TERMINATION OF EMPLOYMENT: A termination of employment with the
Participating Company or an Affiliate as determined by the Committee in
accordance with reasonable standards and policies adopted by the Committee;
provided, however, that the transfer of an Employee from employment by one
Participating Company or an Affiliate to employment by another Participating
Company or Affiliate shall not constitute a Termination of Employment; and
provided further that a Termination of Employment shall occur on the earlier of
(a) or (b) where:

(a) is the date as of which an Employee quits, is discharged,
terminates employment in connection with a disability (including Total
Disability), Retires or dies, and

<PAGE> 12

(b) is the first day of absence of an Employee who fails to return to
employment at the expiration of an Authorized Leave of Absence.

1.38 TOTAL DISABILITY: A physical or mental condition under which the
Employee qualifies for disability benefits under the long-term disability plan
of the Participating Company; provided, however, if the Employee is not covered
by such plan, the Employee shall be under a Total Disability if the Employee
would have qualified for disability benefits under the plan were the Employee
covered by the plan. If there is no such plan, the Employee shall be under a
Total Disability if, in the determination of the Committee in the exercise of
its sole and absolute discretion based upon competent medical evidence, the
Employee's physical or mental condition totally and permanently prevents the
Employee from performing each of the material duties of the Employee's regular
occupation.

ARTICLE 2. ELIGIBILITY AND PARTICIPATION

2.1 ELIGIBILITY. An Employee (a) who is a member of the Participating
Company's "select group of management or highly compensated employees," as
defined in Sections 201(2), 301(a)(3) and 401(a) of ERISA, as amended, and (b)
whom the Committee designates, shall be eligible to become a Participant in the
Plan. Notwithstanding any provision in this Plan to the contrary, no Employee
shall become a Participant in this Plan if the Committee designates his or her
eligibility after a change in Control.

2.2 PARTICIPATION. An Employee who is eligible to become a Participant
shall become a Participant upon the execution and delivery of a Deferral
Election.

2.3 DURATION OF PARTICIPATION. A Participant shall continue to be a
Participant until the date the Participant is no longer entitled to a benefit
under this Plan.

2.4 DEFERRAL ELECTIONS.

(A) PROCEDURES. An Employee shall have 30 days following the date the
Employee first becomes eligible to participate in this Plan in which to execute
and deliver to the Committee a Deferral Election by which the Participant
elects to defer a stipulated amount of Earnings to be earned during the portion
of the calendar year remaining after the Deferral Election is made and which,
but for such Deferral Election, would be paid to the Participant. An eligible
Employee shall have until December 31st of each year to execute and deliver to
the Committee a Deferral Election providing for the Deferral of a stipulated
amount of Earnings to be earned during the next calendar year and which, but
for such Deferral Election, would be paid to the Participant;

<PAGE> 13

provided, however, notwithstanding the foregoing, with respect to any
Discretionary Year-End Bonus the Employee shall have until the last day of the
Fiscal Year to execute and deliver to the Committee a Deferral Election
providing for the Deferral of a stipulated amount of any such Discretionary
Year-End Bonus to which the Employee may become entitled in the following
Fiscal Year.

(b) MINIMUM DEFERRALS. An eligible Employee is prohibited from making any
Deferral Election which, in the determination of the Committee, would result in
Deferrals for a calendar year of less than $2,000. The foregoing
notwithstanding, the Committee, in the exercise of its discretion, may waive
such minimum Deferral requirement for any Participant with respect to one or
more calendar years.

ARTICLE 3. RETIREMENT BENEFITS

3.1 PARTICIPANT'S BENEFIT.

(a) ELIGIBILITY. Upon a Participant's Retirement, the Participating
Company shall pay the Participant the "Retirement Benefit" described in this
Section 3.1.

(b) COMMENCEMENT, DURATION AND AMOUNT.

(1) The Retirement Benefit shall be paid in the form of a life annuity
payable in monthly installments beginning on the first day of the second
month following the month of the Participant's Retirement (the "annuity
starting date") and continuing on the first day of each month thereafter
until the Participant's death. Until increased by the Cost of Living
Adjustment as provided below, the monthly installment amount shall equal
one-twelfth (1/12th) of the' annual payment which would be paid if the
Participant were to receive a level 15-year annuity the present value of
which, discounted at the rate of 11 percent per annum, equals the
Participant's Account adjusted as of the Adjustment Date next preceding
the Participant's annuity starting date, Beginning with the calendar year
next following the calendar year of the annuity starting date, and
continuing with each subsequent calendar year, the monthly installment
amount payable during such calendar year shall be increased by the Cost of
Living Adjustment.

(2) Notwithstanding Section 3.1(b)(1) above, if the Committee, in the
exercise of its sole and absolute discretion, so approves and directs, the
Participating Company shall honor the request of a Participant that the
Participant's Retirement Benefit be paid in a single lump SUM. To make
such a request, the Participant must file a written request with the
Committee not less than 30 days

<PAGE> 14

prior to the annuity starting date. If the Committee, approves a
Participant's request for payment of the Retirement Benefit in a single
lump sum, then a single sum shall be paid to the Participant on the
annuity starting date. Such single sum shall equal the Participant's
Account adjusted as of the Adjustment Date next preceding the annuity
starting date.

3.2 SURVIVOR BENEFIT.

(a) ELIGIBILITY. If a Participant dies before attaining age 80 and either
(i) the Participant had Retired and was entitled to the Retirement Benefit
under Section 3.1 or (ii) the Participant, pursuant to Section 4.3, is deemed
to have Retired the day before death and, therefore, to have been entitled to a
Retirement Benefit under Section 3.1, then the Participating Company shall pay
to the Participant's Beneficiary the "Survivor Benefit" described in this
Section 3.2.

(b) COMMENCEMENT, DURATION AND AMOUNT. The Survivor Benefit shall be a
single lump sum equal to the sum of the Retirement Benefit payments which would
have been made had the Participant survived to age 80 (excluding the payments
the Participant received before death). Payment of the single lump sum shall be
made to the Participant's Beneficiary on the first day of the second month
following the month of the Participant's death.

3.3 REEMPLOYMENT. If a Retired Participant again becomes an Employee,
such reemployment shall not change, suspend, delay or otherwise affect payment
of the Participant's Retirement Benefit.

ARTICLE 4. PRE-RETIREMENT DEATH BENEFIT

4.1 ELIGIBILITY. Upon the death of the Participant either (i) while an
Employee of the Participating Company or an Affiliate or (ii) while under a
Total Disability and before Disability Retirement, the Participating Company
shall pay the Participant's Beneficiary the "Pre-Retirement Death Benefit"
described in this Article 4.

4.2 DEATH BEFORE ATTAINING EARLY RETIREMENT AGE OR DISABILITY RETIREMENT.
If the Participant's death occurs while the Participant is either (i) an
Employee of the Participating Company or an Affiliate and before attaining the
minimum age for Early Retirement, or (ii) under a Total Disability and before
Disability Retirement, then the Participating Company shall pay the
Participant's Beneficiary a single lump sum on the first day of the second
month following the month of the Participant's death (the "payment date"). The
single lump sum shall equal the greater of (A) or (B) where

<PAGE> 15

(A) is the Participant's Account adjusted as of the Adjustment Date
next preceding the payment date;

and

(B) is the sum of the Pre-Retirement Death Benefit amounts stated in
the notices which the Committee, in accordance with Section 9.10,
issued to the Participant with respect to each Deferral Election.

4.3 DEATH AFTER ATTAINING EARLY RETIREMENT AGE. If the Participant's
death occurs while the Participant is an Employee of the Participating Company
or an Affiliate and after attaining the minimum age for Early Retirement, then
for purposes of this Plan the Participant shall be treated as if he or she had
Retired on the day before death, and the Survivor Benefit described in Section
3.2 shall be payable to the Participant's Beneficiary.

ARTICLE 5. SEVERANCE BENEFITS

5.1 ELIGIBILITY. Upon a Participant's Severance, the Participating
Company shall pay the Participant the "Severance Benefit" described in this
Article 5.

5.2 TIMING AND METHOD. Payment of the Severance Benefit shall be made in
a single lump sum on the first day of the second month following the month of
the Participant's Severance (the "payment date"). The single lump sum shall
equal the sum of the Participant's Account adjusted as of the Adjustment Date
next preceding Severance.

5.3 PAYMENT TO BENEFICIARY. If a Participant entitled to a Severance
Benefit under this Article 5 dies prior to the payment date, then payment of
the Severance Benefit shall be made to such Participant's Beneficiary.

5.4 REEMPLOYMENT. If a Severed Participant again becomes an Employee,
such former Participant shall not again become eligible to participate in the
Plan unless the Committee, in the exercise of its discretion, notifies the
former Participant in writing that the former Participant is again eligible to
participate in the Plan.

ARTICLE 6. CHANGE IN CONTROL BENEFITS

6.1 PARTICIPANT'S BENEFIT.

(a) ELIGIBILITY. If after a Change in Control a Participant incurs either
a Severance without Cause or a Resignation for Good Reason, the Participating
Company shall pay

<PAGE> 16

the Participant the "Change in Control Benefit" described in this Section 6.1,
Notwithstanding any provision in this Plan to the contrary, payment of the
benefit described in this Article 6 shall be in lieu of any other benefit to
which the Participant may be entitled under this Plan. If after a Change in
Control a Participant incurs a Severance for Cause or a Resignation without
Good Reason, then, subject to Article 7, the Severance Benefit described in
Article 5 shall be paid to or on behalf of the Participant under this Plan.

(b) COMMENCEMENT, DURATION AND AMOUNT.

(1) The Change in Control Benefit shall be paid in the form of a life
annuity payable in monthly installments beginning on the first day of the
second month following the month of the Participant's Severance without
Cause or Resignation for Good Reason, as the case may be (the "annuity
starting date"), and continuing on the first day of each month thereafter
until the Participant's death. Until increased by the Cost of Living
Adjustment as provided below, the monthly installment amount shall equal
one-twelfth (1/12th) of the annual payment which would be paid if the
Participant were to receive a level 15-year annuity the present value of
which, discounted at the rate of 11 percent per annum, equals the
Participant's Account adjusted as of the Adjustment Date next preceding
the Participant's annuity starting date. Beginning with the calendar year
next following the calendar year of the annuity starting date, and
continuing with each subsequent calendar year, the monthly installment
amount payable during such calendar year shall be increased by the Cost of
Living Adjustment.

(2) Notwithstanding Section 6.1(b)(1) above, if the Committee, in the
exercise of its sole and absolute discretion, so approves and directs, the
Participating Company shall honor the request of a Participant that the
Participant's Change in Control Benefit be paid in a single lump sum. To
make such a request, the Participant must file a written request with the
Committee not less than 30 days prior to the annuity starting date. If the
Committee approves a Participant's request for payment of the Change in
Control Benefit in a single lump sum, then a single sum shall be paid to
the Participant on the annuity starting date, Such single sum shall equal
the Participant's Account adjusted as of the Adjustment Date next
preceding the annuity starting date.

6.2 SURVIVOR BENEFIT.

(A) ELIGIBILITY. If a Participant dies before attaining age 80 and the
Participant had incurred a Severance and was entitled to a Change in Control
Benefit under Section 6.1, then the Participating Company shall pay to the
Participant's

<PAGE> 17

Beneficiary the "Survivor Benefit" described in this Section 6.2.

(B) COMMENCEMENT, Duration and Amount. The Survivor Benefit shall be a
single lump sum equal to the sum of the Change in Control Benefit payments
which would have been made had the Participant survived to age 80 (excluding
the payments the Participant received before death). Payment of the single
lump sum shall be made to the Participant's Beneficiary on the first day of the
second month following the month of the Participant's death.

6.3 REEMPLOYMENT. If a Severed Participant again becomes an Employee,
such reemployment shall not change, suspend, delay or otherwise affect payment
of the Participant's Change in Control Benefit.

ARTICLE 7. ADJUSTMENTS

7.1 ACCOUNTS. The Committee shall establish and cause to be maintained
with respect to each Participant an Account and as of each Adjustment Date
shall adjust each Account as provided in this Paragraph 7.1.

7.2 ADJUSTMENTS. As of each Adjustment Date, the Committee shall credit
each Participant's Account by the following:

(1) INTEREST. There shall be credited Interest for the period since
the last Adjustment Date.

(2) DEFERRALS. There shall be credited the Participant's Deferrals
made for the period since the last Adjustment Date.

ARTICLE 8. CONDITIONS

8.1 EARLY DEATH OR SUICIDE. Notwithstanding any provision in this Plan to
the contrary, if any Participant (i) dies within 4 months of entering into a
Deferral Election or (ii) dies as a result of suicide within 30 months after
entering into a Deferral Election, then on the first day of the second month
following the month of the Participant's death and in lieu of all other
benefits under such Deferral Election, the Participating Company shall pay to
the Participant's Beneficiary a single lump sum equal to the Participant's
Deferrals made pursuant to such Deferral Election, plus interest credited with
respect to such Deferrals at the rate of 11 percent per annum, compounded
annually. Such payment shall fully discharge the Participating Company's
obligations under such Deferral Election.

<PAGE> 18

8.2 FAITHFUL PERFORMANCE. Notwithstanding any provision in this Plan to
the contrary, no benefit shall be paid to or on behalf of any Participant under
this Plan if the Participant embezzles or steals money or property of the
Participating Company or an Affiliate.

8.3 TAX LAW CHANGES. Notwithstanding any provision in this Plan to the
contrary, the Committee shall be vested with the authority to condition the
Participating Company's obligations under a Deferral Election upon the
nonoccurrence of a change in the law which adversely and fundamentally affects
the Participating Company's ability to informally finance such obligations
including, but not limited to, changes in the laws governing the taxation of
life insurance proceeds received by the Participating Company, the taxation of
the internal buildup of the cash surrender value of life insurance owned by the
Participating Company, and the taxation of the proceeds of life insurance
policy loans received by the Participating Company. In the event the Company's
obligations under a Deferral Election are so conditioned, and such condition
occurs, the Participating Company shall have the right to refund to the
Participant or the Participant's Beneficiary the Deferrals made under the
Deferral Election with interest from the date of Deferral accrued at the rate
of 11 percent per annum compounded annually. The payment of such refund shall
be made within 90 days of the change in the law, shall fully and completely
discharge the Participating Company's obligations under the Deferral Election
and shall fully and completely satisfy all the Participant's and his or her
Beneficiary's rights thereunder.

ARTICLE 9. ADMINISTRATION OF THE PLAN

9.1 POWERS AND DUTIES OF THE COMMITTEE. The Committee shall have general
responsibility for the administration of the Plan (including but not limited to
complying with reporting and disclosure requirements, and establishing and
maintaining Plan records). In the exercise of its sole and absolute discretion,
the Committee shall interpret the Plan's provisions and determine the
eligibility of individuals for benefits.

9.2 AGENTS. The Committee may engage such legal counsel, certified public
accountants and other advisers and service providers, who may be advisers or
service providers for the Participating Company or an Affiliate, and make use
of such agents and clerical or other personnel, as it shall require or may deem
advisable for purposes of the Plan. The Committee may rely upon the written
opinion of any legal counsel or accountants engaged by the Committee, and may
delegate to any such agent or to any subcommittee or member of the Committee
its authority to perform any act hereunder, including, without limitation,
those matters involving the exercise of discretion, provided that such

<PAGE> 19

delegation shall be subject to revocation at any time at the discretion of the
Committee.

9.3 REPORTS TO BOARD. The Committee shall report to the Board or to a
committee of the Board designated for that purpose, as frequently as the Board
or such committee shall specify, with regard to the matters for which the
Committee is responsible under the Plan.

9.4 STRUCTURE OF COMMITTEE. The Committee shall consist of two or more
members, each of whom shall be appointed by, shall remain in office at the will
of, and may be removed with or without cause by, the Board. Any member of the
Committee may resign at any time. No member of the Committee shall be entitled
to act on or decide any matter relating solely to such member or any of such
member's rights or benefits under the Plan. In the event the Committee is
unable to act in any matter by reason of the foregoing restriction, the Board
shall act on such matter. The members of the Committee shall not receive any
special compensation for serving in the capacity as members of the Committee
but shall be reimbursed for any reasonable expenses incurred in connection
therewith. Except as otherwise required by ERISA, no bond or other security
shall be required of the Committee or any member thereof in any jurisdiction.
Any member of the Committee, any subcommittee or agent to whom the Committee
delegates any authority, and any other person or group of persons, may serve in
more than one fiduciary capacity with respect to the Plan.

9.5 ADOPTION OF PROCEDURES OF COMMITTEE. The Committee shall establish
its own procedures and the time and place for its meetings, and provide for the
keeping of minutes of all meetings. A majority of the members of the Committee
shall constitute a quorum for the transaction of business at a meeting of the
Committee. Any action of the Committee may be taken upon the affirmative vote
of a majority of the members of the Committee at a meeting. The Committee may
also act without meeting by unanimous written consent.

9.6 INSTRUCTIONS FOR PAYMENTS. All requests of or directions to the
Participating Company for payment or disbursement shall be signed by a member
of the Committee or such other person or persons as the Committee may from time
to time designate in writing. This person shall cause to be kept full and
accurate accounts of payments and disbursements under the Plan.

9.7 CLAIMS FOR BENEFITS. All claims for benefits under the Plan shall be
submitted in writing to the Committee. Within a reasonable period of time the
Committee shall decide the claim by majority vote in the exercise of its sole
and absolute discretion. Written notice of the decision on each such claim
shall be furnished within 90 days after receipt of the claim;

<PAGE> 20

provided that, if special circumstances require an extension of time for
processing the claim, an additional 90 days from the end of the initial period
shall be allowed for processing the claim, in which event the claimant shall be
furnished with a written notice of the extension prior to the termination of
the initial 90-day period indicating the special circumstance requiring an
extension. If the claim is wholly or partially denied, such written notice
shall set forth an explanation of the specific findings and conclusions on
which such denial is based. A claimant may review all pertinent documents and
may request a review by the Committee of such a decision denying the claim.
Such a request shall be made in writing and filed with the Committee within 60
days after delivery to said claimant of written notice of said decision. Such
written request for review shall contain all additional information which the
claimant wishes the Committee to consider. The Committee may hold any hearing
or conduct any independent investigation which it deems necessary to render its
decision, and the decision on review shall be made as soon as possible after
the Committee's receipt of the request for review. Written notice of the
decision on review shall be furnished to the claimant within 60 days after
receipt by the Committee of a request for review, unless special circumstances
require an extension of time for processing, in which event an additional 60
days shall be allowed for review and the claimant shall be so notified in
writing. Written notice of the decision on review shall include specific
reasons for such decision. For all purposes under the Plan, such decisions on
claims (where no review is requested) and decisions on review (where review is
requested) shall be final, binding and conclusive on all parties.

9.8 HOLD HARMLESS. To the maximum extent permitted by law, no member of
the Committee shall be personally liable by reason of any contract or other
instrument executed by such member or on such member's behalf in such member's
capacity as a member of the Committee nor for any mistake of judgment made in
good faith, and the Participating Company shall indemnify and hold harmless,
directly from its own assets (including the proceeds of any insurance policy
the premiums of which are paid from the Company's own assets), each member of
the Committee and each other officer, employee, or director of the
Participating Company or an Affiliate to whom any duty or power relating to the
administration or interpretation of the Plan against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of
a claim with the approval of the Participating Company) arising out of any act
or omission to act in connection with the Plan unless arising out of such
person's own fraud or bad faith.

9.9 SERVICE OF PROCESS. The Secretary of the Participating Company or
such other person designated by the Board shall be the agent for service of
process under the Plan.

<PAGE> 21

9.10 PRE-RETIREMENT DEATH BENEFIT AMOUNTS. Within 60 days after a
Participant makes a Deferral Election, the Committee shall issue to the
Participant a written notice stating the amount of the Pre-Retirement Death
Benefit the Participant's Beneficiary would receive under such Deferral
Election if part (B) of Section 4.2 were to apply. The Committee shall have
the authority, in the exercise of its sole and absolute discretion, to increase
from time to time such Pre-Retirement Death Benefit amount by delivering a new
written notice to the Participant.

ARTICLE 10. DESIGNATION OF BENEFICIARIES

10.1 BENEFICIARY DESIGNATION. Every Participant shall file with the
Committee a written designation (in substantially the form attached hereto as
Exhibit B) of one or more persons as the Beneficiary who shall be entitled to
receive the benefits, if any, payable under the Plan after the Participant's
death. A Participant may from time to time revoke or change such Beneficiary
designation without the consent of any prior Beneficiary by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death, and in no event shall it be
effective as of any date prior to such receipt. All decisions of the Committee
concerning the effectiveness of any Beneficiary designation, and the identity
of any Beneficiary, shall be final. If a Beneficiary shall die after the death
of the Participant and prior to receiving the payment(s) that would have been
made to such Beneficiary had such Beneficiary's death not occurred, and no
contingent Beneficiary has been designated, then for the purposes of the Plan
the payment(s) that would have been received by such Beneficiary shall be made
to the Beneficiary's estate.

10.2 FAILURE TO DESIGNATE BENEFICIARY. If no Beneficiary designation is
in effect at the time of a Participant's death, the benefits, if any, payable
under the Plan after the Participant's death shall be made to the Participant's
Surviving Spouse, if any, or if the Participant has no Surviving Spouse, to the
Participant's estate. If the Committee is in doubt as to the right of any
person to receive such benefits, the Committee may direct the Participating
Company to withhold payment, without liability for any interest thereon, until
the rights thereto are determined, or the Committee may direct the
Participating Company to pay any such amount into any court of appropriate
jurisdiction and such payment shall be a complete discharge of the liability of
the Participating Company therefor.

<PAGE> 22

ARTICLE 11. WITHDRAWAL OF PARTICIPATING COMPANY

11.1 WITHDRAWAL OF PARTICIPATING COMPANY. The Participating Company
(other than the Company) may withdraw from participation in the Plan by giving
the Board prior written notice approved by resolution by its board of directors
or similar governing body specifying a withdrawal date, which shall be the last
day of a month at least 30 days subsequent to the date which notice is received
by the Board. The Participating Company shall withdraw from participating in
the Plan if and when it ceases to be either a division of the Company or an
Affiliate. The Board may require the Participating Company to withdraw from the
Plan, as of any withdrawal date the Board specifies.

11.2 EFFECT OF WITHDRAWAL. The Participating Company's withdrawal from
the Plan shall not in any way modify, reduce or otherwise affect the
Participating Company's obligations under Deferral Elections made before the
withdrawal, as such obligations are defined under the provisions of the Plan
existing immediately before this withdrawal.

Withdrawal from the Plan by any Participating Company shall not in any way
affect any other Participating Company's participation in the Plan.

ARTICLE 12. AMENDMENT OR TERMINATION OF THE PLAN

12.1 RIGHT TO AMEND OR TERMINATE PLAN.

(a) The Board reserves the right at any time prior to a Change in Control
to amend or terminate the Plan, in whole or in part, and for any reason and
without the consent of any Participating Company, Participant or Beneficiary.
Each Participating Company by its participation in the Plan shall be deemed to
have delegated this authority to the Board. Notwithstanding any provision in
this plan to the contrary, no amendment or termination is permitted after a
Change in Control.

(b) The Committee may adopt any ministerial and nonsubstantive amendment
which may be necessary or appropriate to facilitate the administration,
management and interpretation of the Plan, provided the amendment does not
materially affect the currently estimated cost to the Participating Companies
of maintaining the Plan. Each Participating Company by its participation in the
Plan shall be deemed to have delegated this authority to the Committee.

(c) In no event shall an amendment or termination modify, reduce or
otherwise affect the Participating Company's obligations under Deferral
Elections made before the amendment or termination, as such obligations are
defined under the provisions

<PAGE> 23

of the Plan existing immediately before such amendment or termination.

12.2 NOTICE. Notice of any amendment or termination of the Plan shall be
given by the Board or the Committee, whichever adopts the amendment, to the
other and all Participating Companies.

ARTICLE 13. GENERAL PROVISIONS AND LIMITATIONS

13.1 NO RIGHT TO CONTINUED EMPLOYMENT. Nothing contained in the Plan
shall give any Employee the right to be retained in the employment of the
Participating Company or Affiliate or affect the right of any such employer to
dismiss any Employee. The adoption and maintenance of the Plan shall not
constitute a contract between any Participating Company and Employee or
consideration for, or an inducement to or condition of, the employment of any
Employee.

13.2 PAYMENT ON BEHALF OF PAYEE. If the Committee shall find that any
person to whom any amount is payable under the Plan is unable to care for such
person's affairs because of illness or accident, or is a minor, or has died,
then any payment due such person or such person's estate (unless a prior claim
therefor has been made by a duly appointed legal representative) may, if the
Committee so elects, be paid to such person's spouse, a child, a relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge
of the liability of the Plan and the Participating Company therefor.

13.3 NONALIENATION. No interest, expectancy, benefit, payment, claim or
right of any Participant or Beneficiary under the Plan shall be (a) subject in
any manner to any claims of any creditor of the Participant or Beneficiary, (b)
subject to the debts, contracts, liabilities or torts of the Participant or
Beneficiary or (c) subject to alienation by anticipation, sale, transfer,
assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind.
If any person shall attempt to take any action contrary to this Section, such
action shall be null and void and of no effect, and the Committee and the
Participating Company shall disregard such action and shall not in any manner
be bound thereby and shall suffer no liability on account of its disregard
thereof. If the Participant, Beneficiary, or any other beneficiary hereunder
shall become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber, or charge any right hereunder, then such right or benefit shall, in
the discretion of the Committee, cease and terminate, and in such event the
Committee may hold or apply the same or any part thereof for the benefit of the
Participant or Beneficiary or the spouse, children, or other dependents of the
Participant or

<PAGE> 24

Beneficiary, or any of them, in such manner and in such amounts and proportions
as the Committee may deem proper.

13.4 MISSING PAYEE. If the Committee cannot ascertain the whereabouts of
any person to whom a payment is due under the Plan, and if, after five years
from the date such payment is due, a notice of such payment due is mailed to
the last known address of such person, as shown on the records of the Committee
or the Company, and within three months after such mailing such person has not
made written claim therefor, the Committee, if it so elects, after receiving
advice from counsel to the Plan, may direct that such payment and all remaining
payments otherwise due to such person be canceled on the records of the Plan
and the amount thereof forfeited, and upon such cancellation, the Participating
Company shall have no further liability therefor, except that, in the event
such person later notifies the Committee of such person's whereabouts and
requests the payment or payments due to such person under the Plan, the amounts
otherwise due but unpaid shall be paid to such person without interest for late
payment.

13.5 REQUIRED INFORMATION. Each Participant shall file with the Committee
such pertinent information concerning himself or herself, such Participant's
Beneficiary, or such other person as the Committee may specify, and no
Participant, Beneficiary, or other person shall have any rights or be entitled
to any benefits under the Plan unless such information is filed by or with
respect to the Participant.

13.6 NO TRUST OR FUNDING CREATED. The obligations of the Participating
Company to make payments hereunder shall constitute a liability of the
Participating Company to a Participant or Beneficiary, as the case may be. Such
payments shall be made from the general funds of the Participating Company, and
the Participating Company shall not be required to establish or maintain any
special or separate fund, or purchase or acquire life insurance on a
Participant's life, or otherwise to segregate assets to assure that such
payment shall be made, and neither a Participant nor a Beneficiary shall have
any interest in any particular asset of the Participating Company by reason of
its obligations hereunder. Nothing contained in the Plan shall create or be
construed as creating a trust of any kind or any other fiduciary relationship
between the Participating Company and a Participant or any other person. The
rights and claims of a Participant or a Beneficiary to a benefit provided
hereunder shall have no greater or higher status than the rights and claims of
any other general, unsecured creditor of the Participating Company.

13.7 BINDING EFFECT. Obligations incurred by the Participating Company
pursuant to this Plan shall be binding upon and inure to the benefit of the
Participating Company, its

<PAGE> 25

successors and assigns, and the Participant and the Participant's Beneficiary.

13.8 MERGER OR CONSOLIDATION. In the event of a merger or a consolidation
by the Participating Company with another corporation, or the acquisition of
substantially all of the assets or outstanding stock of the Participating
Company by another corporation, then and in such event the obligations and
responsibilities of the Participating Company under this Plan shall be assumed
by any such successor or acquiring corporation, and all of the rights,
privileges and benefits of the Participants and Beneficiaries hereunder shall
continue.

13.9 ENTIRE PLAN. This document, any written amendments hereto and the
Deferral Elections contain all the terms and provisions of the Plan and shall
constitute the entire Plan, any other alleged terms or provisions being of no
effect.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed this
14th day of October, 1991.

LABARGE, INC.

[Corporate Seal] By: Craig E. LaBarge
-------------------------------
CEO and President

ATTEST:

William H. Maendu
- -------------------------------
Secretary

<PAGE> 26

EXHIBIT A
DEFERRAL ELECTION

TO: Administrative Committee of the Management Retirement Savings Plan
(MRSP) of LaBarge, Inc. (the "Plan")

FROM: Name:________________________________________________

Address: ____________________________________________

____________________________________________

Social Security No.: ________________________________

DATE: _______________________

DEFERRALS

ELECTION TO DEFER SALARY FOR REMAINDER OF CURRENT CALENDAR YEAR

I became eligible to participate in the Plan within the past 30 days.
Pursuant to the terms of the Plan, I hereby elect to defer the receipt of the
following amount of SALARY which I earn during the remainder of this calendar
year and which, but for this Deferral Election, would be paid to me:

___________________ percent OR

$____________________________

ELECTION TO DEFER SALARY FOR NEXT CALENDAR YEAR

Pursuant to the terms of the Plan, I hereby elect to defer the receipt
of the following amount of SALARY which I earn during the next calendar year
and which, but for this Deferral Election, would be paid to me:

__________________ percent OR

$___________________________

ELECTION TO DEFER DISCRETIONARY FISCAL YEAR-END BONUS

Pursuant to the terms of the Plan, I hereby elect to defer the receipt
of the following amount of any DISCRETIONARY FISCAL

22
<PAGE> 27

YEAR-END BONUS which I am awarded for the Company's current fiscal year of the
Company:

________________ percent OR

$_______________________ OR

All of such bonus in excess of $______________

I understand that I am not entitled to any Discretionary Fiscal
Year-End Bonus until such bonus is actually and finally awarded, if at all.

PRE-RETIREMENT DEATH BENEFIT

I understand that my Pre-Retirement Death Benefit attributable to
Deferrals made under this Deferral Election will be the greater of such
Deferrals credited with interest at the rate of 11 percent per annum,
compounded annually, or the amount stated in my last Plan benefit statement.

CONDITIONS

I understand that if I die within 4 months of the date of this
Deferral Election, or if I commit suicide within 30 months of the date of this
Deferral Election, then in lieu of any other benefit under this Deferral
Election my Beneficiary will receive the Deferrals I made under this Deferral
Election with interest at the rate of 11 percent per annum, compounded
annually:

I further understand that if I embezzle or steal money or property
from the Company or otherwise defraud the Company, then no benefits will be
payable under the Plan.

I further understand that if any of the following occurs, then the
Company shall have the right, in lieu of paying any other benefit under this
Deferral Election, to refund my Deferrals with interest at the rate of 11
percent per annum, compounded annually:

[Describe tax law conditions]

RIGHT TO MAKE A BENEFICIARY DESIGNATION

I further understand that the Plan allows me to designate a
Beneficiary to receive any benefits payable after my death. I understand that
I must complete a separate form to make my Beneficiary designation.

23
<PAGE> 28

INCORPORATION OF PLAN

I further understand that the Plan is incorporated herein by reference
and shall govern the rights and obligations hereunder.

_________________________________ Date:_________________
Participant Signature

Accepted by the Administrative Committee:

__________________________________ Date:__________________
Authorized Signature

__________________________________
Printed Name

24
<PAGE> 29
EXHIBIT B

BENEFICIARY DESIGNATION

To: Administrative Committee of the Management Retirement
Savings Plan (MRSP) of LaBarge, Inc.

From: Name: __________________________________________

Address: _______________________________________

_______________________________________

Social Security No.: ___________________________

I, a Participant in the Plan, hereby name the following person or
persons, entity or entities (herein called "Designated Beneficiary(ies)") to
receive such amounts, if any, that are payable under the Plan after my death
(herein called "Survivor Benefits"):

Social
Name and Relationship Address Security No.

1. __________________ ________________________ _______________

__________________ ________________________ _______________

2. __________________ ________________________ _______________

__________________ ________________________ _______________

3. __________________ ________________________ _______________

__________________ ________________________ _______________

4. __________________ ________________________ _______________

__________________ ________________________ _______________

If my Survivor Benefits, if any, are to be paid to more than one
Designated Beneficiary, I understand that such Survivor Benefits shall be
divided equally between or among such Designated Beneficiaries.

25
<PAGE> 30

If any Designated Beneficiary(ies) named above is (are) not in existence at
my death or dies before all Survivor Benefits have been paid to such Designated
Beneficiary(ies), then I name the following Contingent Designated
Beneficiary(ies) to receive the benefit that such Designated Beneficiary(ies)
would have received:

Social
Name and Relationship Address Security No.

Contingent Beneficiary to Designated Beneficiary No. ________:

_____________________________ _____________________________ ____________

Contingent Beneficiary to Designated Beneficiary No. ________:

_____________________________ _____________________________ ____________

Contingent Beneficiary to Designated Beneficiary No. ________:

_____________________________ _____________________________ ____________

Contingent Beneficiary to Designated Beneficiary No. ________:

_____________________________ _____________________________ ____________

I understand that if a Designated Beneficiary dies before I do and there is
no Contingent Designated Beneficiary named to take such Designated Beneficiary's
share, then the Survivor Benefits will be paid to my surviving spouse, if any,
and if not to my estate.

I further understand that if a Designated Beneficiary dies after I do
but before all Survivor Benefit payments have been made to such Designated
Beneficiary and there is no Contingent Designated Beneficiary named to take
such Designated Beneficiary's share, then the remaining payments will be made
to the Designated Beneficiary's estate. If a Contingent Designated
Beneficiary dies before all Survivor Benefits have been made to such
beneficiary, then the remaining payments shall be made to such Contingent
Beneficiary's estate.

26
<PAGE> 31

I understand that this Beneficiary Designation form shall remain in effect
until revoked by me in writing or until superseded by my execution and delivery
of a substitute Beneficiary Designation Form. I understand that no such
revocation or substitute Beneficiary Designation Form will be effective until it
is actually received by the Committee.

I understand that Survivor Benefit payments will have federal and state tax
consequences and that such consequences may depend on the identity of the
beneficiary of such payments (for example, whether the beneficiary is my
spouse); and I acknowledge that I have been advised to consult an independent,
professional tax advisor before completing this Beneficiary Designation Form.

---------------------------
Participant's Signature

Date:
-----------------------

<PAGE> 1

EXHIBIT 10.6

LOAN AGREEMENT

AMONG

THE BOATMEN'S NATIONAL BANK OF ST. LOUIS

AS "LENDER"

AND

LABARGE, INC.,
LABARGE/STC, INC.,
AND
LABARGE WIRELESS, INC,

AS "BORROWER"

Executed June 25, 1996

<PAGE> 2

Table of Contents

1. Effective Date...................................... 1

2. Definitions and Rules of Construction............... 1
2.1. Listed Definitions.......................... 1
2.2. Other Definitions........................... 1
2.3. References to Covered Persons............... 1
2.4. Accounting Terms............................ 1
2.5. "Satisfactory............................... 1
2.6. Computation of Time Periods................. 1
2.7. General..................................... 2

3. Lender's Commitments................................ 2
3.1. Revolving Commitments....................... 2
3.1.1. Revolving Advances................. 2
3.1.2. Limitation on Revolving Advances... 2
3.1.3. Revolving Notes.................... 2
3.1.4. Borrowing Base..................... 3
3.1.4.1............................ 3
3.1.4.2............................ 3
3.1.5. Eligible Accounts.................. 3
3.1.6. Eligible Inventory................. 5
3.2. Term Loan Commitment........................ 5
3.2.1. Term Loan.......................... 5
3.2.2. Term Notes......................... 6
3.3. Letter of Credit Commitment................. 6

4. Interest; Yield Protection.......................... 6
4.1. Interest on the Loans....................... 6
4.2. Definitions of Alternate Base Rate and
Adjusted LIBO Rate.......................... 6
4.2.1. The Alternate Base Rate............ 6
4.2.2. Adjusted LEBO Rate................. 6
4.3. CBR Decrements and LIBOR Increments......... 7
4.4. Interest Periods............................ 7
4.5. Conversion of Loan.......................... 7
4.6. Time of Accrual............................. 8
4.7. Computation................................. 8
4.8. Rate After Maturity......................... 8
4.9. Taxes on Payments........................... 8
4.10. Compensation for Increase In Costs of Loans
Subject to LIBOR Accrual.................... 9
4.11. Losses on Loans Subject to LIBOR Accrual.... 9
4.12. Capital Adequacy Reimbursement.............. 11
4.13. Usury....................................... 11

<PAGE> 3

5. Fees ............................................................. 11
5.1. Upfront Fee ............................................. 11
5.2. Commitment Fee .......................................... 11
5.3. Letter of Credit Fees ................................... 12

6. Scheduled Payments................................................ 12
6.1. Maturity Date............................................ 12
6.2. Interest Payments Before Maturity Date................... 12
6.3. Principal Payments on Term Loan Before Maturity Date..... 13

7. Prepayments and Reduction of Revolving Commitment................. 13
7.1. Voluntary Prepayments.................................... 13
7.2. Voluntary Reduction of Revolving Commitment.............. 13
7.3. Mandatory Prepayments.................................... 13
7.4. Manner of Payments and Timing of Application of
Payments................................................. 13
7.4. 1. Payment Requirement.............................. 13
7.4.2. Application of Payments and Proceeds.............. 14
7.5. Returned Instruments..................................... 14
7.6. Compelled Return of Payments or Proceeds................. 14
7.7. Due Dates Not on Business Days........................... 14

8. Procedure for Obtaining Advances.................................. 14
8.1. Term Advance............................................. 14
8.2. Revolving Advances....................................... 14
8.3. Lender's Right to Make Other Revolving Advances.......... 15
8.4. Letters of Credit........................................ 15
8.5. Amount, Number, and Purpose Restrictions on Revolving
Advances................................................. 15
8.6. Each Advance Request a Certification..................... 15
8.7. Requirements for Every Advance Request................... 15
8.8. Requirements for Every Letter of Credit Request.......... 15
8.9. Exoneration of Lender.................................... 16

9. Security and Guaranties........................................... 16
9.1. Mortgage................................................. 16
9.2. Security Agreements...................................... 16
9.3. Collateral Assignments................................... 16

10. Conditions........................................................ 16
10.1. Conditions to Initial Advances........................... 16
10.1.1. Listed Documents and Other Items................ 17
10.1.2. Representations and Warranties.................. 17
10.1.3. No Existing Default............................. 17
10.1.4. Perfection of Security Interests................ 17
10.1.5. Payment of Fees................................. 17
10.1.6. Material Proceedings............................ 17
10.1.7. No Material Adverse Change...................... 17

<PAGE> 4

10.1.8. Other Items........................... 17
10.2. Conditions to Subsequent Advances.............. 17
10.2.1. Conditions to Initial Advances........ 17
10.2.2. Representations and Warranties........ 17
10.2.3. No Existing Default................... 18
10.2.4. No Material Adverse Change............ 18

11. Conditions to Issuance of Letters of Credit............ 18
11.1. Reimbursement Agreement........................ 18
11.2. No Prohibitions................................ 18
11.3. Conditions to Initial Advances................. 18
11.4. Representations and Warranties................. 18
11.5. No Existing Default............................ 19
11.6. No Material Adverse Change..................... 19

12. Representations and Warranties......................... 19
12.1. Organization and Existence..................... 19
12.2. Authorization.................................. 19
12.3. Due Execution.................................. 19
12.4. Enforceability of Obligations.................. 19
12.5. Burdensome Obligations......................... 19
12.6. Legal Restraints............................... 20
12.7. Labor Contracts and Disputes................... 20
12.8. No Material Proceedings........................ 20
12.9. Material Licenses.............................. 20
12.10. Compliance with Material Laws.................. 20
12.10.1. General Compliance with Environmental
Laws.................................. 20
12.10.2. General Compliance with Employment Laws
Employment Laws....................... 20
12.10.3. Proceedings........................... 20
12.10.4. Investigations Regarding Hazardous
Materials............................. 20
12.10.5. Notices and Reports Regarding Hazardous
Materials............................. 21
12.10.6. Hazardous Materials on Real Property.. 21
12.10.7. Environmental Property Transfer Acts.. 21
12.11. Other Names.................................... 21
12.12. Solvency....................................... 21
12.13. Financial Statements........................... 21
12.14. No Change in Condition......................... 21
12.15. No Defaults.................................... 21
12.16. Investments.................................... 22
12.17. Indebtedness................................... 22
12.18. Indirect Obligations........................... 22
12.19. Encumbrances................................... 22
12.20. Operating Leases............................... 22
12.21. Capital Leases................................. 22
12.22. Tax Liabilities; Governmental Charges.......... 22

iii

<PAGE> 5

12.23. Pension Benefit Plans............................. 22
12.23.1. Prohibited Transactions................. 22
12.23.2. Claims.................................. 23
12.23.3. Reporting and Disclosure Requirements... 23
12.23.4. Accumulated Funding Deficiency.......... 23
12.23.5. Multi-employer Plan..................... 23
12.24. Welfare Benefit Plans............................. 23
12.25. Retiree Benefits.................................. 23
12.26. Distributions..................................... 23
12.27. Real Property..................................... 24
12.28. State of Collateral and other Property............ 24
12.28.1. Accounts................................ 24
12.28.2. Inventory............................... 25
12.28.3. Equipment............................... 25
12.28.4. Intellectual Property................... 25
12.28.5. Documents, Instruments and Chattel
Paper................................... 25
12.29. Chief Placeof Business; Locations of Collateral... 25
12.29.1........................................... 26
12.29.2........................................... 26
12.29.3........................................... 26
12.30. Negative Pledges.................................. 26
12.31. Security Documents................................ 26
12.31.1. Security Agreements..................... 26
12.31.2. Mortgages............................... 26
12.31.3. Collateral Assignments.................. 26
12.32. S Corporation..................................... 26
12.33. Subsidiaries and Affiliates....................... 26
12.34. Margin Stock...................................... 27
12.35. Securities Matters................................ 27
12.36. Investment Company Act, Etc....................... 27
12.37. No Material Misstatements or Omissions............ 27
12.38. Filings........................................... 27
12.39. Broker's Fees..................................... 27
12.40. Eligibility of Collateral......................... 27
13. Survival of Representations................................ 28
14. Other Affirmative Covenants................................ 28
14.1. Use of Proceeds................................... 28
14.2. Corporate Existence............................... 28
14.3. Maintenance of Property and Leases................ 28
14.4. Insurance......................................... 28
14.5. Payment of Taxes and Other Obligations............ 29
14.6. Compliance With Laws.............................. 29
14.6.1. Environmental Laws...................... 29
14.6.2. Pension Benefit Plans................... 29

<PAGE> 6
14.6.3. Employment Laws......................... 30
14.7. Discovery and Clean-Up of Hazardous Material...... 30
14.7.1. In General.............................. 30
14.7.2. Asbestos Clean-Up....................... 30
14.8. Termination of Pension Benefit Plan............... 31
14.9. Notice to Lender of Material Events............... 31
14.9.1. ........................................ 31
14.9.2. ........................................ 31
14.9.3. ........................................ 31
14.9.4. ........................................ 31
14.9.5. ........................................ 32
14.9.6. ........................................ 32
14.9.7. ........................................ 32
14.9.8. ........................................ 33
14.9.9. ........................................ 33
14.9.10. ........................................ 33
14.9.11. ........................................ 33
14.9.12. ........................................ 33
14.10. Borrowing Officer................................. 33
14.11. Maintenance of Security Interests of Security
Documents......................................... 33
14.11.1. Preservation and Perfection of Security
Interests............................... 33
14.11.2. Collateral Held Off Borrower's Premises. 34
14.11.3. Compliance With Terms of Security
Documents............................... 34
14.12. Accounting System................................. 34
14.12.1. Account Records......................... 34
14.12.2. Inventory Records....................... 34
14.13. Financial Statements............................... 34
14.13.1. Annual Financial Statements............. 34
14.13.2. Quarterly Financial Statements.......... 35
14.13.3. Monthly Financial Statements............ 35
14.14. Borrowing Base Certificate........................ 36
14.15. Audits by Lender.................................. 36
14.16. Verification of Accounts and Notices to Account
Debtors........................................... 36
14.17. Access to Officers and Auditors................... 36
14.18. Further Assurances................................ 37

15. Negative Covenants ........................................ 37
15.1. Investments ...................................... 37
15.1.1. ........................................ 37
15.1.2. ........................................ 37
15.2. Indebtedness ..................................... 37
15.2.1. ........................................ 37
15.2.2. ........................................ 37
15.2.3. ........................................ 37
15.2.4. ........................................ 38
15.3. Prepayments....................................... 38

<PAGE> 7

15.4. Indirect Obligations................................ 38
15.5. Security Interests.................................. 38
15.5.1. ........................................ 38
15.5.2. ........................................ 38
15.5.3. ........................................ 38
15.5.4. ........................................ 38
15.5.5. ........................................ 38
15.5.6. ........................................ 38
15.5.7. ........................................ 39
15.5.8. ........................................ 39
15.6. Acquisitions........................................ 39
15.7. Transactions With Affiliates........................ 39
15.8. Conflicting Agreements.............................. 39
15.9. Transactions Having a Material Adverse Effect....... 39

16. Financial Covenants........................................ 39
16.1. Special Definitions................................. 39
16.2. Capital Expenditures................................ 40
16.3. Minimum Fixed Charge Coverage....................... 41
16.4. Minimum Tangible Net Worth.......................... 41
16.5. Minimum Current Ratio............................... 41
16.6. Maximum Funded Debt to EBITDA Ratio................. 41

17. Default.................................................... 41
17.1. Events of Default................................... 41
17.1.1. Failure to Pay Principal or Interest.... 41
17.1.2. Failure to Pay Other Amounts Owed to
Lender.................................. 41
17.1.3. Failure to Pay Amounts Owed to Other
Persons................................. 41
17.1.4. Acceleration of Other Indebtedness...... 41
17.1.5. Representations or Warranties........... 41
17.1.6. Certain Covenants....................... 42
17.1.7. Financial Covenants..................... 42
17.1.8. Other Covenants......................... 42
17.1.9. Default Under Other Agreements.......... 42
17.1.10. Bankruptcy; Insolvency; Etc. ........... 42
17.1.11. Judgments; Attachment; Etc. ............ 42
17.1.12. Pension Benefit Plan Termination, Etc. . 42
17.1.13. Liquidation or Dissolution.............. 43
17.1.14. Seizure of Assets....................... 43
17.1.15. Racketeering Proceeding................. 43
17.1.16. Loan Documents; Security Interests...... 43
17.1.17. Loss to Collateral...................... 44
17.1.18. Material Adverse Change................. 44
17.2. Rights and Remedies Upon an Event of Default........ 44
17.2.1. Cancellation of Commitments............. 44
17.2.2. Acceleration............................ 44

<PAGE> 8

17.2.3. Right of Set-off............................... 44
17.2.4. Notice to Account Debtors...................... 44
17.2.5. Entry Upon Premises and Access to Information.. 44
17.2.6. Borrower's Obligations......................... 45
17.2.7. Exercise of Rights as Secured Party............ 45
17.2.7.1. .................................... 45
17.2.7.2. .................................... 45
17.2.7.3. .................................... 45
17.2.8. Miscellaneous.................................. 46
17.3. Application of Funds.................................... 46
17.4. Limitation of Liability; Waiver......................... 46
17.5. Notice.................................................. 47

18. General........................................................ 47
18.1. Lender's Right to Cure.................................. 47
18.2. Rights Not Exclusive.................................... 47
18.3. Survival of Agreements.................................. 47
18.4. Sale of Participations.................................. 47
18.4.1. ............................................... 47
18.4.2. ............................................... 47
18.4.3. ............................................... 48
18.4.4. ............................................... 48
18.5. Assignments to Affiliates............................... 48
18.6. Payment of Expenses..................................... 48
18.7. General Indemnity....................................... 49
18.7.1. ............................................... 49
18.7.2. ............................................... 49
18.7.3. ............................................... 49
18.8. Loan Records............................................ 49
18.9. Other Security and Guaranties........................... 50

19. Miscellaneous.................................................. 50
19.1. Notices................................................. 50
19.2. Amendments, Waivers and Consents........................ 50
19.3. Successors and Assigns.................................. 51
19.4. Severability............................................ 51
19.5. Counterparts............................................ 51
19.6. Governing Law; No Third Party Rights.................... 51
19.7. Counterpart Facsimile Execution......................... 51
19.8. No Other Agreements..................................... 52
19.9. Incorporation By Reference.............................. 52

20. Choice of Forum................................................ 52

21. Service of Process............................................. 52

vii

<PAGE> 9

22. Jury Trial...................................................... 52

23. Statutory Notice................................................ 53

viii

<PAGE> 10

LOAN AGREEMENT

This is an agreement (this "Agreement") executed on June 25, 1996, among
Labarge, Inc., LaBarge/STC, Inc., and LaBarge Wireless, Inc., as Borrowers and
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, as Lender.

In consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Borrower and Lender
agree as follows:

1. EFFECTIVE DATE. This Agreement is effective June 25, 1996.

2. DEFINITIONS AND RULES OF CONSTRUCTION.

2.1. LISTED DEFINITIONS. Capitalized terms defined in the Glossary and
Index of Defined Terms attached hereto as Exhibit 2.1 shall have such defined
meanings wherever used in this Agreement and the other Loan Documents.

2.2. OTHER DEFINITIONS. If a capitalized term used in this Agreement is
not defined in the Glossary and Index of Defined Terms, it shall have such
meaning as defined elsewhere herein, or if not defined elsewhere herein, the
meaning defined in the UCC.

2.3. REFERENCES TO COVERED PERSONS. The words "Covered Person", "a
Covered Person", "any Covered Person", "each Covered Person" and "every Covered
Person" refer to Borrower and each of its Subsidiaries separately. The words
"Covered Persons" refer to Borrower and its Subsidiaries collectively.

2.4. REFERENCES TO BORROWER. The word "Borrower" refers to LaBarge, Inc.,
LaBarge/STC, Inc., and LaBarge Wireless, Inc. both separately and collectively,
and their Obligations and liabilities under the Loan Documents are joint and
several.

2.5. ACCOUNTING TERM. Unless the context otherwise requires, accounting
terms herein that are not defined herein shall be calculated under GAAP. All
financial measurements contemplated hereunder respecting "Borrower" shall be
made and calculated for Borrower and all of its Subsidiaries, if any, unless
otherwise expressly provided otherwise herein, on a consolidated basis in
accordance with GAAP.

2.6. "SATISFACTORY". Wherever herein a document or matter is required to
be satisfactory to Lender, unless expressly stated otherwise such document must
be satisfactory to Lender in both form and substance, and unless expressly
stated otherwise, Lender shall have the absolute discretion to determine
whether the document or matter is satisfactory.

2.7. COMPUTATION OF TIME PERIODS. In the computation of periods of time
from a specified date to a later specified date, the word "from" shall mean
"from and including" and the words "to" and "until" shall each mean "to but
excluding." Periods of days referred to in this Agreement shall be counted in
calendar days unless Business Days are expressly prescribed,

<PAGE> 11

and references in this Agreement to months and years shall be to calendar
months and calendar years unless otherwise specified.

2.8. GENERAL. Unless the context of this Agreement clearly requires
otherwise: (i) references to the plural include the singular and vice versa;
(ii) references to any Person include such Person's successors and assigns,
whether pursuant to a Permitted Acquisition or otherwise, but, if applicable,
only if such successors and assigns are permitted by this Agreement; (iii)
references to one gender include all genders; (iv) "including" is not limiting;
(v) "or" has the inclusive meaning represented by the phrase "and/or"; (vi) the
words "hereof", "herein", "hereby", "hereunder" and similar terms in this
Agreement refer to this Agreement as a whole, including its Exhibits, and not
to any particular provision of this Agreement; (vii) the word Section or
section and Page or page refer to a section or page, respectively, and the word
"Exhibit" refers to an Exhibit to this Agreement unless it expressly refers to
something else; (viii) reference to any agreement (including this Agreement),
document or instrument means such agreement, document or instrument as amended
or modified and in effect from time to time in accordance with the terms
thereof and, if applicable, the terms hereof; and (ix) general and specific
references to any Law means such Law as amended, modified, codified or
reenacted, in whole or in part, and in effect from time to time. Section
captions and the Table of Contents are for convenience only and shall not
affect the interpretation or construction of this Agreement or the other Loan
Documents.

3. LENDER'S COMMITMENTS.

3.1. REVOLVING COMMITMENTS.

3.1.1. REVOLVING ADVANCES. Subject to the limitations in Section
3.1.2 and elsewhere herein, Lender commits to make available from the
Effective Date to the Maturity Date, a revolving credit facility of
$17,000,000, or such lesser Dollar amount to which it may have been
changed as provided herein, available as Revolving Advances made from
time to time as provided herein. Subject to the limitations in Section
3.1.2 and elsewhere herein, payments and prepayments that are applied to
reduce the Revolving Loans may be reborrowed. Borrower may reduce the
Revolving Commitment in whole multiples of $1,000,000 at any time and
from time to time, but only if (i) Borrower gives Lender written notice
of Borrower's intention to make such reduction at least one Business Day
prior to the effective date of the reduction, and (ii) Borrower makes on
the effective date of the reduction any payment on the Revolving Loan
required under Section 7.3 as a consequence of the reduction. Any such
reduction of the Revolving Commitment shall be permanent.

3.1.2. LIMITATION ON REVOLVING ADVANCES. No Revolving Advance will
be made which would result in the Revolving Loans exceeding the Maximum
Available Amount and no Revolving Advance will be made on or after the
Maturity Date. Lender may, however, in its absolute discretion make
Revolving Advances which would result in the Revolving Loans exceeding
the Maximum Available Amount, but shall not be deemed by doing so to have
increased the Maximum Available Amount and shall not be obligated to make
any such Revolving Advances thereafter. At any time after an

2
<PAGE> 12

Event of Default occurs, the Revolving Commitment may be canceled as provided
in Section 17.2. The "Maximum Available Amount" on any date for any Revolving
Advance shall be a Dollar amount equal to (i) the lesser of the Revolving
Commitment or the Borrowing Base on such date, minus (ii) the Letter of Credit
Exposure (except to the extent that such Revolving Advance will be used
immediately to reimburse Lender for unreirnbursed draws on a Letter of Credit).

3.1.3. REVOLVING NOTES. The obligation of Borrowers to repay Lender's
Revolving Loans shall be evidenced by one promissory note payable to the order
of Lender in a maximum principal amount equal to its Revolving Commitment and
otherwise satisfactory to Lender.

3.1.4. BORROWING BASE. The "Borrowing Base" on any date for any Revolving
Advance shall be the sum of:

3.1.4.1. 85% of the total outstanding principal balance of
Eligible Accounts as of the close of business on such date, or as
certified in the Borrowing Base Certificate most recently furnished to
Lender as required in Section 14.14, whichever is less; plus

3.1.4.2. An amount equal to the sum of (i) 50% of the value of all
Eligible Inventory that is finished goods, (ii) 30% of the value of all
Eligible Inventory that is raw materials or work-in-process at the close
of business on such date, or as certified in the Borrowing Base
Certificate most recently furnished to Lender as required in Section
14.14, whichever is less.

For purposes of calculating the Borrowing Base: (i) all Inventory of Borrower
shall be valued at the lower of cost or market on a first-in-first-out basis;
(ii) raw materials and work-in-process shall be deemed to be equal to total
Eligible Inventory less unapplied progress payments and inventory reserves as
regularly maintained by Borrower; and (iii) finished goods shall be deemed to
be equal to the estimated cost of Borrower's unbilled jobs.

3.1.5. ELIGIBLE ACCOUNTS. "Eligible Accounts" include all Accounts of
Borrower; provided, however, that the following classes of Accounts will not be
Eligible Accounts, unless approved in writing by Lender in each case: (i) any
Account with respect to which Lender does not have a valid and enforceable,
first priority, perfected Security Interest; (ii) any Account which remains
unpaid as of 90 days after the original date of the applicable invoice; (iii)
any Account of a single Account Debtor if 25% or more of the balances due on
all Accounts of such Account Debtor are ineligible under clause (i) or (ii);
(iv) any Account with respect to which the Account Debtor is (a) an Affiliate
or employee of Borrower or (b) a supplier, creditor, sales representative or
distributor of Borrower; provided, however that such Account shall be
ineligible only to the extent of any payable due and owing by Borrower in favor
of such Account Debtor; (v) any Account as to which the perfection of Lender's
Security Interest is governed by any federal, state or local statutory
requirements other than

3
<PAGE> 13

those of the UCC or the Claims Act; (vii) any Account with respect to which the
Account Debtor is the United States of America or any department, agency,
public corporation or other instrumentality thereof, unless filings and
acknowledgements in accordance with the Claims Act and any other steps
necessary to perfect Lender's Security Interest have been complied with to
Lender's satisfaction; (viii) any Account with respect to which the Account
Debtor is not organized under the laws of the United States or Canada and does
not maintain its chief executive office within either the United States or
Canada and any Account with respect to which the Account Debtor is the
government of any foreign country or any municipality or other political
subdivision thereof, or any department, agency, public corporation or other
instrumentality thereof, unless either (a) the creditor with respect to such
Account and Lender are beneficiaries of a letter of credit in the amount of
such Account that secures such Account Debtor's payment on such Account and is
in form and substance satisfactory to Lender and has been issued by a bank
satisfactory to Lender and, if so required by Lender, confirmed by a bank
satisfactory to Lender, or (b) the creditor with respect to such Account has
obtained for the benefit of Lender F.C.I.A. insurance insuring such Account
Debtor's payment of such Account; (ix) any Account with respect to goods or
services whose delivery or performance has been rejected by the Account Debtor
or whose earlier acceptance has been revoked; (x) any Account, the goods giving
rise to which have not been shipped and delivered to and accepted by the
Account Debtor or the services giving rise to which have not been performed by
Borrower, (xi) any Account arising from the delivery of goods or performance of
services for which an invoice has not been sent to the Account Debtor within
five days after such delivery or performance; (xii) any Account owing by an
Account Debtor that is the subject of a bankruptcy or similar insolvency
proceeding, has made an assignment for the benefit of creditors, has
acknowledged that it is unable to pay its debts as they mature, or whose assets
have been transferred to a receiver or trustee, or who has ceased business as a
going concern or, if an individual, who is dead or has been judicially declared
incompetent; (xiii) any Account with respect to which the Account Debtor's
obligation to pay the Account is conditional upon the Account Debtor's approval
or is otherwise subject to any repurchase obligation or return right, as with
sales made on a bill-and-hold, guarantied sale, sale-and-return, sale on
approval (except with respect to Accounts in connection with which Account
Debtors are entitled to return Inventory solely on the basis of the quality of
such Inventory) or consignment basis or, to the extent of any dilution
resulting therefrom, Accounts arising from a sale involving any cash discount
other than cash discounts offered by Borrower in the ordinary course of
business, contra-account, credit memorandum or other similar factor; (xiv) any
Account owing by an Account Debtor that has disputed liability or made any
claim with respect to any other Account due from such Account Debtor, or that
has any right of setoff against such Account, or to which Borrower is indebted
in any way, but only to the extent of such indebtedness, setoff, dispute or
claim; (xv) any Account subject to a chargeback from a volume discount or an
advertising discount, but only to the extent of such chargeback or discount;
(xvi) any Account owing by an Account Debtor whose Indebtedness to Borrower
exceeds a credit limit satisfactory to Lender; (xvii) any Account of an Account
Debtor with respect to particular goods still in the possession of the creditor
on the Account or included in Inventory of such creditor and against which the
Account
4

<PAGE> 14

Debtor has filed a financing statement under the UCC or has obtained or
purported to have obtained a Security interest; (xiii) any Account with respect
to which the delivery of goods or performance of services is bonded; (xix) any
Account as to which Lender does not have the right or ability to obtain direct
payment to Lender; (xx) any Account with respect to which any of the
representations, warranties, covenants and agreements contained in any of the
Loan Documents are not or have ceased to be complete and correct or have been
breached; (xxi) any Account with respect to which, in whole or in part, a check
or other instrument for the payment of money has been received, presented for
payment and returned uncollected for any reason; (xxii) any Account which
represents a progress billing or as to which Borrower has extended the time for
payment without the consent of Lender (for purposes hereof, "progress billing"
being any invoice for goods sold or leased or services rendered under a
contract or agreement pursuant to which the Account Debtor's obligation to pay
such invoice is conditioned upon Borrower's completion of any further
performance under the contract or agreement); (xxiii) any Account which is
evidenced by a promissory note or other instrument or by chattel paper or which
has been reduced to judgment; (xxiv) any Account which arises out of a sale not
made in the ordinary course of Borrower's business; and (xxv) any Account which
is not invoiced (and dated as of the date of such invoice) and sent to the
Account Debtor within 5 days after delivery of the underlying goods to or
performance of the underlying services for such Account Debtor.

3.1.6. ELIGIBLE INVENTORY. "Eligible Inventory" includes all Inventory,
except Inventory (i) that is obsolete, not in good condition, or not either
currently usable or currently saleable in the ordinary course of Borrower's
business; (ii) that is not subject to a valid and enforceable, first priority,
perfected Security Interest in favor of Bank; (iii) that is stored at a
location other than the locations listed in the Disclosure Statement, unless
approved by Lender in writing; (iv) that is not satisfactory to Lender because
of its age, condition, type, or quantity, (v) to which Borrower does not have
lawful and absolute title, (vi) to which Borrower does not have the full and
unqualified right to assign and grant a Security Interest to Lender as security
for the Loan Obligations, (vii) which is subject to any Security Interest other
than Permitted Security Interests and (viii) with respect to which any of the
representations, warranties, covenants and agreements contained in any of the
Loan Documents are not or have ceased to be complete and correct or have been
breached.

3.2. TERM LOAN COMMITMENT.

3.2.1. TERM LOAN. Subject to the terms and conditions hereof, and in
reliance upon the representations and warranties of Borrower herein, Lender
commits to make a Term Loan to Borrower in the amount of $3,000,000 by funding
a single Term Advance to Borrower as provided herein. Payments and prepayments
that are applied to reduce the Aggregate Term Loan may not be reborrowed.

3.2.2. TERM NOTES. The obligation of Borrower to repay Lender's Term Loan
shall be evidenced by a promissory note payable to the order of Lender in a
principal amount equal to the Term Commitment and otherwise satisfactory to
Lender.

<PAGE> 15
3.3. LETTER OF CREDIT COMMITMENT. Lender commits to issue standby letters
of credit and commercial letters of credit for the account of Borrower from
time to time from the Effective Date to the Maturity Date, but only in
connection with transactions reasonably satisfactory to Lender and only if the
Letter of Credit Exposure will not as a result of such issuance exceed the
lesser of (a) $1,000,000 and (b) any excess of the Maximum Available Amount
over the Revolving Loans. The expiration date of any Letter of Credit will not
be more than one year after its issuance date and in no event will be later
than the Maturity Date.

4. INTEREST; YIELD PROTECTION.

4.1. INTEREST ON THE LOANS. Each of the Loans shall bear interest at
either the Alternate Base Rate or the Adjusted LIBO Rate as designated by
Borrower as provided herein. If a Loan is subject to LIBOR Accrual, the Loan
shall (except as provided in Section 4.3 regarding when changes in the
applicable CBR Decrement and LIBOR Increment become effective) bear interest at
the Adjusted LIBO Rate throughout its applicable Interest Period designated by
Borrower as provided herein.

4.2. DEFINITIONS OF ALTERNATE BASE RATE AND ADJUSTED LIB0 RATE.

4.2.1. THE ALTERNATE BASE RATE. The "Alternate Base Rate" shall
be the Corporate Base Rate less the applicable CBR
Decrement from the table in Section 4.3.

4.2.2. ADJUSTED LIB0 RATE. The "Adjusted LIBO Rate" shall be the
LIBO Rate plus the applicable LIBOR Increment from the table
in Section 4.3. The "LIBO Rate" shall be the interest rate
per annum equal to the quotient (rounded to the nearest
0.001%) of

(i) the rate at which Dollar deposits in immediately available funds,
approximately equal in amount to the Loans and for a maturity equal to
the applicable Interest Period, are offered or available in the London
Interbank Market for Eurodollars as of 11:00 a.m. (London time) two
Business Days before the first day of the applicable Interest Period as
reported on Telerate Screen LIBO page 3750,

divided by

(ii) a number equal to one minus the decimal equivalent of the aggregate
of the maximum rates during the applicable Interest Period of all reserve
requirements (including, without limitation, marginal, emergency,
supplemental and special reserves), established by the FRB or any other
Governmental Authority to which any Lender is subject, in respect of
"Eurocurrency liabilities" as referred to in Regulation D, including but
not limited to those imposed under Regulation D. (The entire amount of a
Loan shall be deemed to constitute a Eurocurrency liability if it is
subject to LIBOR Accrual and as such shall be deemed to be subject to
such reserve requirements without benefit of credits for proration,
exceptions or offsets which may be available from time to time to any
Lender under Regulation D.) The LIBO Rate shall be adjusted

<PAGE> 16

automatically on and as of the effective date of any change in any such
reserve requirements.

4.3. CBR DECREMENTS AND LIBOR INCREMENTS.

<TABLE>
<S> <C> <C>
If the ratio of Senior Debt the LIBOR Increment the CBR Decrement
to EBITDA is: shall be: shall be:

Greater than or equal to 2.50% -0.00%
2.00 to 1.00

less than 2.00 to 1.00 and 2.25% -0.25%
greater than or equal to
1.75 to 1.00

less than 1.75 to 1.00 1.75% -0.25%
</TABLE>

The applicable CBR Decrement and applicable LIBOR Increment shall be determined
based on Borrower's EBITDA for the twelve months ended when each fiscal quarter
of Borrower ends, and Borrower's Senior Debt as of the last day of such fiscal
quarter, except that (i) for Borrower's fiscal quarter ended when its 1996
fiscal year ends, EBITDA shall be annualized from EBITDA calculated for the six
months then ended, (ii) for Borrower's first fiscal quarter ended in 1997,
EBITDA shall be annualized from EBITDA calculated for the six months then
ended, and (iii) for Borrower's second fiscal quarter ended in 1997, EBITDA
shall be annualized from EBITDA calculated for the nine months then ended. Any
change in the CBR Decrement and LIBOR Increment shall become applicable on the
first day following the day when Borrower delivers its Financial Statements for
its fiscal quarter just ended to Lender as required in Section 14.13.2. If
Borrower does not deliver its Financial Statements to Lender within the period
required by Section 14.13.2, the lowest possible CBR Decrement and highest
possible LIBOR Increment shall become applicable as of the last day of such
period and shall remain applicable until Borrower delivers such Financial
Statements to Lender. "Senior Debt" for the foregoing purposes shall be the
amount of all Funded Debt of Borrower as defined in Section 16.1 less the
outstanding principal amount of all Subordinated Indebtedness.

4.4. INTEREST PERIODS. If Borrower designates a Loan to be subject to
LIBOR Accrual, Borrower shall also select an Interest Period to be applicable
to the Loan. The Interest Period shall be either a one-, two-, three-, or
six-month period.

4.5. CONVERSION OF A LOAN. Borrower may (i) at any time convert a Loan
from Alternate Base Rate Accrual to LIBOR Accrual, or (ii) at the end of any
Interest Period if the Loan is subject to LIBOR Accrual, continue the Loan
under LIBOR Accrual for an additional Interest Period or convert the Loan to
Alternate Base Rate Accrual. To cause any conversion or continuation, Borrower
shall give Lender, prior to 11:00 a.m., St. Louis time, two (2) Business Days
prior to the date the conversion or continuation is to be effective
(the "Conversion Date"), a written request (which may be mailed, personally
delivered or telecopied as provided in Section 19.1) (a "Notice of Conversion/
Continuation") (i) specifying whether a

7
<PAGE> 17

conversion or continuation is requested, (ii) in the case of a conversion,
specifying whether the Loan is to be subject to LIBOR Accrual or Alternate Base
Rate Accrual upon the conversion, and (iv) in the case of conversion to or
continuation of LIBOR Accrual, specifying the Interest Period therefor. If a
Notice of Conversion/Continuation is not made by 11:00 a.m. St. Louis time on
the second Business Day preceding the last day of the Interest Period if the
Loan is subject to LIBOR Accrual, then Borrower shall be deemed to have timely
given a Notice of Conversion/Continuation to Lender requesting to convert the
Loan to Alternate Base Rate Accrual. If the Loan is subject to LIBOR Accrual,
any conversion or continuation shall become effective only on the day following
the last day of the current Interest Period.

4.6. TIME OF ACCRUAL. Interest shall accrue on all principal amounts
outstanding from the date when first outstanding to the date when no longer
outstanding. Amounts shall be deemed outstanding until payments are applied
thereto as provided herein.

4.7. COMPUTATION. Interest shall be computed for the actual days elapsed
over a year deemed to consist of 360 days. Interest rates that are based on
the Corporate Base Rate shall change simultaneously with any change in the
Corporate Base Rate and such rates shall be effective for the entire day on
which such Corporate Base Rate change becomes effective.

4.8. RATE AFTER MATURITY. Borrower shall pay interest on the Loans after
their Maturity, and (at the option of Lender) on the Loans and on the other Loan
Obligations after the occurrence of an Event of Default, at a rate per annum of
2% in excess of the Corporate Base Rate, such rate to change simultaneously
with any change in the Corporate Base Rate.

4.9. TAXES ON PAYMENTS. If any Tax is required to be withheld or
deducted from, or is otherwise payable by Borrower in connection with, any
payment due from Borrower to any Lender under the Loan Documents, Borrower
(i) shall, if required, withhold or deduct the amount of such Tax from
such payment and, in any case, pay such Tax to the appropriate taxing
authority in accordance with applicable Law and (ii) shall pay to Lender,
as applicable, (a) such additional amounts as may be necessary so that the
net amount received by Lender with respect to such payment, after
withholding or deducting all Taxes required to be withheld or deducted, is
equal to the full amount payable under the Loan Documents, and (b) an
amount equal to all Taxes payable by Lender as a result of payments made
by Borrower (whether to a taxing authority or to Lender) pursuant to this
Section. If any Tax is withheld or deducted from, or is otherwise payable
by Borrower in connection with, any payment due to Lender under the Loan
Documents, Borrower shall, within 30 days after the date of such payment,
furnish to Lender, as applicable, the original or a certified copy of a
receipt for such Tax from the applicable taxing authority. If any payment
due to Lender under the Loan Documents is or is expected to be made
without withholding or deducting therefrom, or otherwise paying in
connection therewith, any Tax payable to any taxing authority under
circumstances that would lead Lender to reasonably believe such
withholding or deduction is required, Borrower shall, within 30 days after
any request from Lender, as applicable, furnish to Lender a certificate
from such taxing authority, or an opinion of counsel acceptable to Lender,
in either case stating that no Tax payable to such taxing authority was or
is, as the case may be, required to be withheld or deducted from, or
otherwise paid by Borrower in connection with, such payment.

<PAGE> 18

4.10. COMPENSATION FOR INCREASE IN COSTS OF LOANS SUBJECT TO LIBOR
ACCRUAL. If after the Execution Date there is any change in any Law or in any
rule, order, or guideline of any Governmental Authority (whether or not having
the force of law and whether or not failure to comply therewith would be
unlawful, and including but not limited to any imposition or increase of
reserve requirements) and as a result thereof or as a result of compliance
therewith by Lender or its parent holding company:

(i) Lender is subject to any Tax, duty or other charge with
respect to a Loan if it is subject to LIBOR Accrual, or the basis of
taxation of payments to Lender of the principal of or interest on
the Loan, or its obligation to make the same, change (except for
changes in the rate of Tax on the overall net income of Lender
imposed by the United States or other jurisdiction in which Lender's
principal executive office is located); or

(ii) any reserve (including, without limitation, any imposed by
the FRB), special deposit, compulsory loan, assessment, or similar
requirement against assets of, deposits with or for the account of,
or credit extended by, Lender is imposed or deemed applicable or any
other condition affecting the Loan is imposed on Lender or the
London Interbank Market;

and as a direct result thereof there is any increase in the cost to Lender of
agreeing to maintain the Loan subject to LIBOR Accrual (except to the extent
already included in the determination of the applicable LIBO Rate), or there is
a reduction in the amount received or receivable by Lender, then Borrower shall
from time to time, upon written notice from and demand by Lender, pay to
Lender, within fifteen Business Days after the date specified in such notice
and demand, additional amounts sufficient to compensate Lender in the amount of
such increased cost. If Lender claims compensation under this Section, Lender
shall furnish a certificate to Borrower that states the additional amount or
amounts to be paid to it hereunder and the basis therefor and, if requested by
Borrower, reasonable documentation supporting the claim to such compensation.
Borrower shall have the burden of proving that any such certificate is not
correct.

4.11. LOSSES ON LOANS SUBJECT TO LIBOR ACCRUAL. Borrower shall pay to
Lender upon demand an amount sufficient to compensate Lender for all loss and
expense suffered by Lender, including but not limited to loss of profit and the
cost of acquiring funds to carry a Loan subject to LIBOR Accrual, (i) if any
prepayment or repayment of the Loan or conversion of the Loan to a Loan subject
to Alternate Base Rate Accrual, whether or not required hereby, occurs on a
date which is not the last day of the Interest Period therefor, or (ii) if
Borrower fails to repay the Loan when required by the terms of this Agreement.
The minimum that Borrower shall be obligated to pay to Lender in any such event
shall be an amount equal to (x) the greater of zero or

[Ax(B-C)xD]
-----------
360

<PAGE> 19

wherein

"A" is the Affected Principal Amount;

"B" is the decimal equivalent of the LIBO Rate that is payable by
Borrower on the Loan;

"C" is the decimal equivalent of the LIBO Rate that would apply to a
hypothetical amount that is loaned subject to LIBOR Accrual on the last
Business Day on or before the first day of the Remaining Interest Period
and whose amount and whose Interest Period were approximately equal, as
determined by Lender, to the Affected Principal Amount and the Remaining
Interest Period; and

"D" is the number of days from and including the first day of the
Remaining Interest Period to but excluding the last day of the Remaining
Interest Period;

plus (y) any other out-of-pocket loss or expense (including any internal
processing charge customarily charged by Lender) suffered by Lender in
liquidating deposits prior to maturity in amounts which correspond to the
Affected Principal Amount.

For purposes of this Section:

"Affected Principal Amount" means, as applicable, (i) the entire
principal amount of the Loan that Borrower fails to repay when required
by the terms of this Agreement, or (ii) the amount of any prepayment or
repayment on the Loan that occurs, or the entire principal amount of the
Loan if it converts to Alternate Base Rate Accrual, whether or not
required hereby, on a date which is not the last day of the Interest
Period therefor.

"Remaining Interest Period" means, as applicable, (i) a period equal in
duration to the Interest Period of the Loan if Borrower has failed to
repay it when required by the terms of this Agreement, or (ii) if a
prepayment or repayment on the Loan occurs, or the Loan converts to
Alternate Base Rate Accrual, whether or not required hereby, prior to the
last day of the Interest Period therefor, the period from and including
the date thereof to but excluding the last day of such Interest Period.

A certificate of Lender claiming compensation under this Section and setting
forth the amounts to be paid to it hereunder and the method of calculation
thereof shall be deemed and treated as prima facie correct. Any compensation
payable by Borrower to Lender under this Section shall be payable without
regard to whether Lender has funded its Loan through the purchase of deposits
in an amount or of a maturity corresponding to the deposits used as a reference
in determining the LIBO Rate under Section 4.2.2.

4.12. CAPITAL ADEQUACY REIMBURSEMENT. If after the Execution Date there
is any change of Law, or in any rule, order, or guideline of any Governmental
Authority (whether or not having the force of law and whether or not failure to
comply therewith would be unlawful),

<PAGE> 20

regarding the capital that financial institutions in a class that includes
Lender are required to maintain, and which has the effect of reducing the rate
of return on, or increasing the cost of maintaining, Lender's capital as a
consequence of its obligations hereunder, then Lender may from time to time
demand, and Borrower shall pay to Lender within fifteen days after each demand,
such additional amount as will compensate Lender for such reduction or
increase. If Lender claims compensation under this Section, Lender shall
furnish a certificate to Borrower that states the additional amount to be paid
to it hereunder and includes a description of the method used by Lender in
calculating such amount. Borrower shall have the burden of proving that the
amount of any such additional compensation calculated by Lender is not correct.

4.13. USURY. Notwithstanding any provisions to the contrary in Section 4
or elsewhere in any of the Loan Documents, Borrower shall not be obligated to
pay interest at a rate which exceeds the maximum rate permitted by Law. If,
but for this Section 4.13, Borrower would be deemed obligated to pay interest
at a rate which exceeds the maximum rate permitted by Law, or if any of the
Loan Obligations is paid or becomes payable before its originally scheduled
Maturity and as a result Borrower has paid or would be obligated to pay
interest at such an excessive rate, then (i) Borrower shall not be obligated to
pay interest to the extent it exceeds the interest that would be payable at the
maximum rate permitted by Law; (ii) if the outstanding Loan Obligations have not
been accelerated as provided in Section 17.2.2, any such excess interest that
has been paid by Borrower shall be refunded; (iii) if the outstanding Loan
Obligations have been accelerated as provided in Section 17.2.2, any such
excess that has been paid by Borrower shall be applied to the Loan Obligations
as provided in Section 17.3; and (iv) the effective rate of interest shall be
deemed automatically reduced to the maximum rate permitted by Law.

5. FEES.

5.l. UPFRONT FEE. Borrower shall pay to Lender an "Upfront Fee" of
$50,000.

5.2. COMMITMENT FEE. Borrower shall pay to Lender a "Commitment Fee"
calculated by applying the daily equivalent of the Commitment Fee Percentage to
the Unused Revolving Commitment on each day during the period from the
Effective Date to the Maturity Date. The "Unused Revolving Commitment" on any
day shall be an amount equal to the Revolving Commitment minus the sum of the
amounts of the Revolving Loan and the Letter of Credit Exposure. The
Commitment Fee shall be payable quarterly in arrears, commencing on the first
day of the first calendar quarter beginning after the Effective Date and
continuing on the first day of each calendar quarter thereafter and on the
Maturity Date. The "Commitment Fee Percentage" shall be a percentage
determined from the following table:

<TABLE>
<CAPTION>
If the ratio of Senior The Commitment Fee
Debt to EBITDA is: Percentage shall be:
<S> <C>
Greater than or equal to 0.375%
1.75 to 1.00

Less than 1.75 to 1.00 0.250%
</TABLE>

<PAGE> 21

Any change in the Commitment Fee Percentage shall become applicable on the
first day following the day when Borrower delivers its Financial Statements for
its fiscal quarter just ended to Lender as required in Section 14.13.2. If
Borrower does not deliver its Financial Statements to Lender within the period
required by Section 14.13.2, the highest possible Commitment Fee Percentage
shall become applicable as of the last day of such period and shall remain
applicable until Borrower delivers such Financial Statements to Lender.
"Senior Debt" shall have the meaning defined in Section 4.3.

5.3. LETTER OF CREDIT FEES. Borrower shall pay to Lender a "Letter of
Credit Fee" for each Letter of Credit issued by Lender. The Letter of Credit
Fee for a particular Letter of Credit shall be calculated by applying the daily
equivalent of 1.75% to the undrawn amount available under such Letter of Credit
as of each day commencing when such Letter of Credit is issued by Lender until
there is no further amount available to be drawn on such Letter of Credit or,
if sooner, when it expires. Borrower shall also pay to Lender a "Fronting Fee"
equal to 0.25% of the undrawn amount available under each Letter of Credit
issued by Lender as of the last day of each calendar quarter, and Lender's
other customary fees for issuance, amendment, or renewal of a Letter of Credit
and, as Lender and Borrower may agree with respect to each Letter of Credit,
for each negotiation of a draft drawn under such Letter of Credit. Any Letter
of Credit Fee or Fronting Fee due shall be payable quarterly in arrears,
commencing on the first day of the first calendar quarter beginning after the
Letter of Credit is issued and continuing on the first day of each calendar
quarter thereafter. Other, customary fees shall be payable in accordance with
Lender's practice at the time, and agreed fees shall be payable when agreed.

6. SCHEDULED PAYMENTS.

6.1. MATURITY DATE. Borrower shall repay both the Term Loan and Revolving
Loan and all unpaid accrued interest thereon on July 1, 1999.

6.2. INTEREST PAYMENTS BEFORE MATURITY DATE. While a Loan is subject to
Alternate Base Rate Accrual, Borrower shall pay interest accrued thereon
monthly in arrears, beginning on the first Business Day of the first calendar
month following the Effective Date, and continuing on the first day of each
calendar month thereafter until the Maturity Date. While a Loan is subject to
LIBOR Accrual, Borrower shall, until the Maturity Date, pay interest accrued
thereon in arrears at the end of the applicable Interest Period, and in
addition, if the Interest Period is longer than three months, quarterly on the
last Business Day of each calendar quarter ended during such Interest Period.

6.3. PRINCIPAL PAYMENTS ON TERM LOAN BEFORE MATURITY DATE. Borrower shall
make consecutive quarterly installment payments of principal on the Term Loan
commencing on the last day of September, 1996, and continuing on the last day
of each calendar quarter thereafter until the Maturity Date. The amount of
each principal installment shall be $150,000.

7. PREPAYMENTS AND REDUCTION OF REVOLVING COMMITMENT.

<PAGE> 22

7.1. VOLUNTARY PREPAYMENTS. Subject to the requirements of Section 7.3,
Borrower shall not be entitled to make prepayments on a Revolving Loan or the
Term Loan while it is subject to LIBOR Accrual. If a Loan is subject to
Alternate Base Rate Accrual, Borrower may wholly prepay the Loan and may make
partial prepayments thereon from time to time, without penalty or premium, but
only if (i) Borrower gives Lender written notice (which may be mailed,
personally delivered or telecopied as provided in Section 19.1) of Borrower's
intention to make such prepayment at least one Business Day prior to tendering
the prepayment, (ii) the total amount of the prepayment is a whole multiple of
$10,000, and (iii) Borrower pays any accrued interest on the amount prepaid at
the time of such prepayment. Each such prepayment on a Revolving Loan will be
applied by Lender to the Revolving Loan. Each such prepayment on the Term Loan
will be applied by Lender to the installments due on the Term Loan under
Section 6.3 in the inverse order of their due dates.

7.2. MANDATORY PREPAYMENTS. If at any time the aggregate of all Revolving
Loans exceeds the Maximum Available Amount, whether as a result of optional
Revolving Advances by Lender as contemplated in Section 3.1.2 or otherwise,
Borrower shall, within five Business Days after demand by Lender make a
prepayment in the amount of the excess. Each such prepayment will be applied
by Lender to reduce prorata all Revolving Loans then subject to Alternate
Base Rate Accrual, and then to reduce prorata all Revolving Loans subject to
LIBOR Accrual.

7.3. MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS.

7.3.1. PAYMENT REQUIREMENT. Unless expressly provided to the
contrary elsewhere herein, Borrower shall make each payment on the Loan
Obligations to Lender as required under the Loan Documents at the Lending
Office. All such payments shall be made in Dollars on the date when due,
without deduction, set-off or counterclaim.

7.3.2. APPLICATION OF PAYMENTS AND PROCEEDS. All payments received
by Lender in immediately available funds at or before 2:00 p.m., St.
Louis time, on a Business Day will be applied to the relevant Loan
Obligation on the same day. Such payments received on a day that is not
a Business Day or after 2:00 p.m. on a Business Day will be applied to
the relevant Loan Obligation on the next Business Day. If there is an
Existing Default, Lender may apply, and reverse and reapply, payments and
proceeds of the Collateral to the Loan Obligations in such order and
manner as Lender determines in its absolute discretion.

7.4. RETURNED INSTRUMENTS. If a payment is made by check, draft or other
instrument and the check, draft or other instrument is returned unpaid, the
application of the payment to the Loan Obligations will be reversed and will be
treated as never having been made.

7.5. COMPELLED RETURN OF PAYMENTS OR PROCEEDS. If Lender is for any
reason compelled to surrender any payment or any proceeds of the Collateral
because such payment or the application of such proceeds is for any reason
invalidated, declared fraudulent, set aside,

<PAGE> 23
or determined to be void or voidable as a preference, an impermissible setoff,
or a diversion of trust funds, then this Agreement and the Loan Obligations to
which such payment or proceeds was applied or intended to be applied shall be
revived as if such application was never made; and Borrower shall be liable to
pay to Lender, and shall indemnify Lender for and hold Lender harmless from any
loss with respect to, the amount of such payment or proceeds surrendered. This
Section shall be effective notwithstanding any contrary action Lender may take
in reliance upon its receipt of any such payment or proceeds. Any such
contrary action so taken by Lender shall be without prejudice to Lender's
rights under this Agreement and shall be deemed to have been conditioned upon
the application of such payment or proceeds having become final and
irrevocable. The provisions of this Section shall survive termination of the
Commitment and the payment and satisfaction of all of the Loan Obligations.

7.6. DUE DATES NOT ON BUSINESS DAYS. If any payment required hereunder
becomes due on a date that is not a Business Day, then such due date shall be
deemed automatically extended to the next Business Day; provided, however, that
if the next Business Day would be in the next calendar month, such payment
shall instead be due on the immediately preceding Business Day.

8. PROCEDURE FOR OBTAINING ADVANCES AND LETTERS OF CREDIT.

8.1. TERM ADVANCE. Lender will fund the Term Loan by making a single Term
Advance on the Effective Date, provided that all conditions precedent herein to
the making of the Term Advance have been satisfied. A Borrowing Officer shall
designate whether the Term Loan is to be subject to LIBOR Accrual or Alternate
Base Rate Accrual and shall specify the first Interest Period therefor if it is
to be subject to LIBOR Accrual.

8.2. REVOLVING ADVANCES. Borrower may request Revolving Advances by
submitting a request for a Revolving Advance to Lender. Every request for a
Revolving Advance shall specify a date when the Revolving Advance is requested
to be made (the "Advance Date") and shall be irrevocable. A request for a
Revolving Advance received by Lender on a day that is not a Business Day or
that is received by Lender after 11:00 a.m. (St. Louis time) on a Business Day
shall be treated as having been received by Lender at 11:00 a.m. (St. Louis
time) on the next Business Day. Provided that all conditions precedent herein
to a requested Revolving Advance have been satisfied, Lender will make the
amount of such requested Revolving Advance available to Borrower on the
applicable Advance Date in immediately available funds in Dollars at the
Lending Office. Such funds will be deposited in an account of Borrower's at
the Lending Office unless Borrower gives Lender contrary specific disbursement
instructions satisfactory to Lender.

8.3. LENDER'S RIGHT TO MAKE OTHER REVOLVING ADVANCES.

8.3.1. PAYMENT OF LOAN OBLIGATIONS. Lender shall have the right to
make Revolving Advances at any time and from time to. time to cause
timely payment of any of the Loan Obligations. Lender will give notice
to Borrower after any such Revolving Advance is made. Any such Revolving
Advance shall immediately become a Revolving Loan subject to Alternate
Base Rate Accrual.

<PAGE> 24
8.3.2. PAYMENTS TO OTHER CREDITORS. If Lender is obligated to
reimburse or pay to any creditor of Borrower any amount in order to (i)
obtain a release of such creditor's Security Interest in any of the
Collateral, or (ii) otherwise satisfy Borrower's obligations to such
creditor to the extent not irrevocably satisfied by the initial Revolving
Advance, then Lender may make Revolving Advances for that purpose and any
such Revolving Advance shall immediately become a Revolving Loan subject
to Alternate Base Rate Accrual.

8.4. LETTERS OF CREDIT. Borrower may request the issuance of a Letter of
Credit by submitting a request for issuance of a Letter of Credit to Lender and
executing the reimbursement agreement required under Section I 1. I no less
than five Business Days prior to the requested issue date for such Letter of
Credit.

8.5. AMOUNT, NUMBER, AND PURPOSE RESTRICTIONS ON REVOLVING ADVANCES. No
Revolving Advance will be made unless the amount thereof is at least $100,000.
On any one day, no more than one Revolving Advance will be made pursuant to an
advance request. Advances will only be made for the purposes permitted in
Section 14.1.

8.6. EACH REQUEST FOR A REVOLVING ADVANCE A CERTIFICATION. Each submittal
by Borrower of a request for a Revolving Advance shall constitute a
certification by Borrower that (i) there is no Existing Default, (ii) all
representations and warranties of Borrower in this Agreement are then
true, with such exceptions as have been disclosed to Lender in writing by
Borrower, and will be true on the Advance Date, as if then made, with such
exceptions as have been disclosed to Lender in writing by Borrower, except
that with respect to the representations and warranties made regarding
Financial Statements or financial data, such representations and
warranties shall be deemed made with respect to the most recent Financial
Statements and other financial data delivered by Borrower to Lender, and
(iii) all conditions herein and in the other Loan Documents to the making
of the requested Advance have been satisfied.

8.7. REQUIREMENTS FOR EVERY ADVANCE REQUEST. Only a request (which may be
oral or in writing) from a Borrowing Officer to Lender that specifies the
amount of the Advance to be made, whether the Advance is to become a Revolving
Loan subject to LIBOR Accrual or Alternate Base Rate Accrual, the first
interest Period therefor if it is to become a Loan subject to LIBOR Accrual,
and the Advance Date shall be treated as a request for a Revolving Advance.

8.8. REQUIREMENTS FOR EVERY LETTER OF CREDIT REQUEST. Only a written
request (which may be mailed, personally delivered or telecopied as provided in
Section 19.1) from a Borrowing Officer to Lender that specifies the amount,
requested issue date (which shall be a Business Day and in no event later than
180 days before the Maturity Date) and beneficiary of the requested Letter of
Credit and other information necessary for its issuance shall be treated as a
request for issuance of a Letter of Credit.

8.9. EXONERATION OF LENDER. Lender shall not incur any liability to
Borrower for treating a request that meets the express requirements of Section
8.7 or Section 8.8 as a request for an Advance or issuance of a Letter of
Credit, as applicable, if Lender believes in good faith

<PAGE> 25
that the Person making the request is a Borrowing Officer. Lender shall not
incur any liability to Borrower for failing to treat any such request as a
request for an Advance or issuance of a Letter of Credit, as applicable, if
Lender believes in good faith that the Person making the request is not a
Borrowing Officer.

9. SECURITY AND GUARANTIES. As security for payment and performance of the
Loan Obligations, Borrower shall execute and deliver, or cause to be
executed and delivered, to Lender the following documents satisfactory to
Lender:

9.1. MORTGAGES. Deeds of trust satisfactory to Lender and (i) granting to
Lender a Security Interest in all of the real property and fixtures described
in Attachment 1 to Exhibit 12 and all improvements thereon and any appurtenant
easements and rights and all income and proceeds thereof, and (ii) assigning to
Lender all of Borrower's rights, title, and interest in, to, and under all
leases affecting any part of the Real Property Collateral and all income and
proceeds thereof, which Security Interests shall be subject only to Permitted
Security Interests affecting the property covered thereby and existing on the
Execution Date. If Borrower acquires or leases any real property after the
Execution Date, such Borrower shall notify Lender thereof and shall deliver to
Lender a deed of trust or mortgage, or leasehold deed of trust or mortgage, as
appropriate, on each parcel of such real property promptly upon request by
Lender. If Borrower or any Subsidiary of Borrower acquires a real property
after the Effective Date, Borrower shall execute and deliver to Lender, or
cause to be executed and delivered to Lender, as further security for payment
and performance of the Loan Obligations, a substantially similar mortgage or
deed of trust satisfactory to Lender granting to Lender a Security Interest
therein.

9.2. SECURITY AGREEMENTS. Security agreements from Borrower satisfactory
to Lender and granting to Lender a Security Interest under the UCC in all of
the Goods, Equipment, Accounts, Inventory, Instruments, Documents, Chattel
Paper, General Intangibles and other personal property and Fixtures of
Borrower, whether now owned or hereafter acquired, and all proceeds thereof,
subject only to Permitted Security Interests affecting the foregoing and
existing on the Execution Date.

9.3. COLLATERAL ASSIGNMENTS. Collateral assignments and pledges
satisfactory to Lender and assigning or pledging to Lender (i) all rights,
title and interest of Borrower under all leases of real property in which
Borrower is the tenant or lessee, (ii) the economic rights of LaBarge Wireless,
Inc. as a member of LaBarge Clayco Wireless, L.L.C., a Missouri limited
liability company, (iii) all of LaBarge, Inc.'s stock in its Subsidiaries, (iv)
all of Borrower's patents, and (v) all of Borrower's trademarks, trade names,
and service marks, each subject to no other Security Interests except those
affecting the item assigned and existing on the Execution Date. If Borrower or
any Subsidiary of Borrower leases any real property after the Effective Date,
Borrower shall execute and deliver to Lender, or cause to be executed and
delivered to Lender, as further security for payment and performance of the
Loan Obligations, a collateral assignment of all rights, title and interest of
Borrower under such lease.

Lender may, either before or after an Event of Default, exchange, waive or
release the Security Interests in any of the Collateral, or in Lender's
absolute discretion permit Borrower to

16
<PAGE> 26

substitute any real or personal property for any of the Collateral, without
affecting the Loan Obligations or Lender's right to take any other action with
respect to any other Collateral.

10. CONDITIONS.

10.1. CONDITIONS TO INITIAL ADVANCES. Lender will have no obligation to
fund the initial Term Advance or Revolving Advance or any subsequent Revolving
Advances unless:

10.1.1. LISTED DOCUMENTS AND OTHER ITEMS. Lender shall have
received on or before the Effective Date all of the documents and other
items listed or described in Exhibit 10.1.1. hereto as being conditions
to the initial Advances, with each being satisfactory to Lender and (as
applicable) duly executed and (also as applicable) sealed, attested,
acknowledged, certified, or authenticated.

10.1.2. REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in the Loan Documents shall be true and correct in
all material respects as of the time of such Advance and with the same
force and effect as if made at such time.

10.1.3. NO DEFAULT. There shall be no Existing Default and no Default
or Event of Default will occur as a result of the making of the Advance
or Borrower's use of the proceeds thereof.

10.1.4. PERFECTION OF SECURITY INTERESTS. Every Security Interest
and assignment required to be granted or made by Borrower under Section 9
shall have been perfected and shall be, except as to applicable Permitted
Security Interests or as otherwise satisfactory to Lender, a first
priority Security Interest.

10.1.5. PAYMENT OF FEES. Borrower shall have paid and reimbursed to
Lender all fees, costs and expenses that are payable or reimbursable to
Lender hereunder on or before the date of the Advance.

10.1.6. MATERIAL PROCEEDINGS. There are no pending Material
Proceedings involving Borrower.

10.1.7. NO MATERIAL ADVERSE CHANGE. There shall not have been any
change since the date of the Initial Financial Statements which has had
or is reasonably likely to have a Material Adverse Effect on Borrower.

10.1.8. OTHER ITEMS. Lender shall have received such other
consents, approvals, opinions, certificates or documents as it reasonably
deems necessary.

10.2. CONDITIONS TO SUBSEQUENT ADVANCES. Lender will have no obligation to
fund any Advance after the initial Term Advance and Revolving Advance unless:

<PAGE> 27

10.2.1. CONDITIONS TO INITIAL ADVANCES. All of the conditions in
Section 10.1 have been and remain satisfied.

10.2.2. REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in the Loan Documents shall be true and correct in
all material respects as of the time of such Advance and with the same
force and effect as if made at such time, with such exceptions as have
been disclosed to Lender in writing by Borrower as addenda to the
Disclosure Schedule and are satisfactory to Lender, and except that with
respect to the representations and warranties made regarding financial
data in Section 12.13, such representations and warranties shall be deemed
made with respect to the most recent Financial Statements and other
financial data delivered by Borrower to Lender.

10.2.3. NO DEFAULT. There shall be no Existing Default and no Default
or Event of Default will occur as a result of the making of the Advance or
Borrower's use of the proceeds thereof.

l0.2.4. NO MATERIAL ADVERSE CHANGE. Since the date of the most
recent prior Advance or issuance of a Letter of Credit, there shall not have
been any change which has had or is reasonably likely to have a Material Adverse
Effect on Borrower.

11. CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT. No Letter of Credit will be
issued unless as of the time of such issuance:

11.1. REIMBURSEMENT AGREEMENT. Borrower shall have executed and delivered
to Leader a reimbursement agreement satisfactory to Lender under which Borrower
undertakes to reimburse to Lender on demand the amount of each draw on such
Letter of Credit, together with interest from the date of the draw at the same
rate as is then accruing on the Loans.

11.2. NO PROHIBITIONS. No order, judgment or decree of any Governmental
Authority shall exist which purports by its terms to enjoin or restrain Lender
or any other Lender from issuing such Letter of Credit, and no Law or request
or directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over Lender or any other Lender shall exist which
prohibits, or requests that Lender or any other Lender refrain from, the
issuance of letters of credit generally or such Letter of Credit in
particular, or imposes upon Lender or any other Lender with respect to such
Letter of Credit any restriction or reserve or capital requirement (for which
Lender or any other Lender is not otherwise compensable by Borrower hereunder).

11.3. CONDITIONS TO INITIAL ADVANCES. All of the conditions in Section
10.1 have been and remain satisfied.

11.4. REPRESENTATIONS AND WARRANTIES. The representations and warranties
contained in the Loan Documents shall be true and correct in all material
respects as of the time of such Advance and with the same force and effect as
if made at such time, with such
18

<PAGE> 28

exceptions as have been disclosed to Lender in writing by Borrower as addenda
to the Disclosure Schedule and are satisfactory to Lender, and except that with
respect to the representations and warranties made regarding financial data in
Section 12.13, such representations and warranties shall be deemed made with
respect to the most recent Financial Statements and other financial data
delivered by Borrower to Lender.

11.5. NO DEFAULT. There shall be no Existing Default and no Default or
Event of Default will occur as a result of the issuance of the Letter of Credit
or Borrower's use thereof.

11.6. NO MATERIAL ADVERSE CHANGE. Since the date of the most recent prior
Advance or issuance of a Letter of Credit there shall not have been any change
which has had or is reasonably likely to have a Material Adverse Effect on
Borrower.

12. REPRESENTATIONS AND WARRANTIES. Except as otherwise described the
disclosure schedule that is attached hereto as Exhibit 12 (the "Disclosure
Schedule"), Borrower represents and warrants to Lender as follows:

12.1. ORGANIZATION AND EXISTENCE. Each Covered Person is duly organized
and existing in good standing under the laws of the state of its organization,
is duly qualified to do business and is in good standing in every state where
the nature or extent of its business or properties require it to be qualified
to do business, except where the failure to so qualify will not have a Material
Adverse Effect on such Covered Person. Each Covered Person has the power and
authority to own its properties and carry on its business as now being
conducted.

12.2. AUTHORIZATION, Each Covered Person is duly authorized to execute and
perform every Loan Document to which such Covered Person is a party, and
Borrower is duly authorized to borrow hereunder, and this Agreement and the
other Loan Documents have been duly authorized by all requisite corporate
action of each Covered Person. No consent, approval or authorization of, or
declaration or filing with, any Governmental Authority, and no consent of any
other Person, is required in connection with Borrower's execution, delivery or
performance of this Agreement and the other Loan Documents, except for those
already duly obtained.

12.3. DUE EXECUTION. Every Loan Document to which a Covered Person is a
party has been executed on behalf of such Covered Person by a legally competent
Person duly authorized to do so.

12.4. ENFORCEABILITY OF OBLIGATIONS. Each of the Loan Documents to which a
Covered Person is a party constitutes the legal, valid and binding obligation
of such Covered Person, enforceable against such Covered Person in accordance
with its terms, except to the extent that the enforceability thereof against
such Covered Person may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally or by
equitable principles of general application.

12.5 BURDENSOME OBLIGATIONS. No Covered Person is a party to or bound by
any Contract or is subject to any provision in the Charter Documents of such
Covered Person which
19

<PAGE> 29

would, if Performed by such Covered Person, result in a Default or Event of
Default either immediately or upon the elapsing of time.

12.6. LEGAL RESTRAINTS. The execution of any Loan Document by a Covered
Person will not violate or constitute a default under the Charter Documents of
such Covered Person, any Material Agreement of such Covered Person, or any
Material Law, and will not, except as expressly contemplated or permitted in
this Agreement, result in any Security Interest being imposed on any of such
Covered Person's property. The performance by any Covered Person of its
obligations under any Loan Document to which it is a party will not violate or
constitute a default under the Charter Documents of such Covered Person, any
Material Agreement of such Covered Person, or any Material Law, and will not,
except as expressly contemplated or permitted in this Agreement, result in any
Security Interest being imposed on any of such Covered Person's property.

12.7. LABOR CONTRACTS AND DISPUTES. There is no collective bargaining
agreement or other labor contract covering employees of a Covered Person. No
union or other labor organization is seeking to organize, or to be recognized
as, a collective bargaining unit of employees of a Covered Person. There is no
pending or, to Borrower's knowledge, threatened, strike, work stoppage,
material unfair labor practice claim or other material labor dispute against or
affecting any Covered Person or its employees.

12.8. NO MATERIAL PROCEEDINGS. There are no Material Proceedings pending
or, to the best knowledge of Borrower, threatened.

12.9. MATERIAL LICENSES. All Material Licenses have been obtained or
exist for each Covered Person.

12.10. COMPLIANCE WITH MATERIAL LAWS. Each Covered Person is in
compliance with all Material Laws. Without limiting the generality of the
foregoing:

12.10.1. GENERAL COMPLIANCE WITH ENVIRONMENTAL LAWS. The operations
of every Covered Person comply in all material respects with all
applicable Environmental Laws.

12.10.2. GENERAL COMPLIANCE WITH EMPLOYMENT LAWS. The employee
compensation practices of every Covered Person comply in all material
respects with all applicable Employment Laws.

12.10.3. PROCEEDINGS. None of the operations of any Covered Person
are the subject of any judicial or administrative complaint, order or
proceeding alleging the violation of any applicable Environmental Laws
or Employment Laws.

12.10.4. INVESTIGATIONS REGARDING HAZARDOUS MATERIALS. None of the
operations of any Covered Person are the subject of investigation by any
Governmental Authority regarding the improper transportation, storage,
disposal, generation or release into the environment of any Hazardous
Material, the results of which are reasonably

<PAGE> 30
likely to have a Material Adverse Effect on such Covered Person, or
reduce materially the value of the Collateral.

12.10.5. NOTICES AND REPORTS REGARDING HAZARDOUS MATERIALS. No
notice or report under any Environmental Law indicating a past or present
spill or release into the environment of any Hazardous Material from any
of the Real Property Collateral has been filed within the immediately
preceding four fiscal years of such Covered Person, or, to the knowledge
of such Covered Person, is required to be filed by any Covered Person.

12.10.6. HAZARDOUS MATERIALS ON REAL PROPERTY. No Covered Person,
nor to Borrower's knowledge, any other Person, has at any time unlawfully
released any Hazardous Material on the surface, below the surface, or
within the boundaries of any of the Real Property Collateral or
unlawfully transported, stored, disposed of, or generated any Hazardous
Material. Borrower has no knowledge of any Hazardous Material on the
surface, below the surface, or within the boundaries of any of the Real
Property Collateral. None of the Real Property Collateral is subject to
a Security Interest in favor of any Governmental Authority for any
liability under any Environmental Law or damages arising from or costs
incurred by such Governmental Authority in response to a spill or release
of Hazardous Material into the environment.

12.11. OTHER NAMES. No Covered Person has used any name other than the
full name which identifies such Covered Person in this Agreement. The only
trade name or style under which a Covered Person sells Inventory or creates
Accounts, or to which instruments in payment of Accounts are made payable, is
the name which identifies such Covered Person in this Agreement.

12.12. SOLVENCY. Each Covered Person is Solvent

12.13. FINANCIAL STATEMENTS. The Financial Statements of Borrower as of
December 31, 1995, are complete and correct in all material respects, have been
prepared in accordance with GAAP, and fairly reflect the financial condition,
results of operations and cash flows of the Persons covered thereby as of the
dates and for the periods stated therein.

12.14. NO CHANGE IN CONDITION. Since the date of the Initial Financial
Statements delivered to Lender, there has been no change which is reasonably
likely to have a Material Adverse Effect on any Covered Person.

12.15. NO DEFAULTS. No Covered Person has breached or violated or has
defaulted under any Material Agreement, or has defaulted with respect to any
Material Obligation of such Covered Person. There is no Existing Default.

12.16. INVESTMENTS. No Covered Person has any Investments in other
Persons except Permitted Investments.

<PAGE> 31

12.17. INDEBTEDNESS. No Covered Person has any Indebtedness except
Permitted Indebtedness.

12.18. INDIRECT OBLIGATIONS. No Covered Person has any Indirect
Obligations except Permitted Indirect Obligations.

12.19. ENCUMBRANCES. None of the Real Property Collateral is subject to
any Encumbrances except existing Permitted Encumbrances.

12.20. OPERATING LEASES. No Covered Person has an interest as lessee
under any Operating Leases other than leases of non-material items of
equipment.

12.21. CAPITAL LEASES. No Covered Person has an interest as a lessee
under any Capital Leases other than Capital Leases that do not cause a breach
of any limitation herein on Capital Expenditures by Borrower.

12.22. TAX LIABILITIES; GOVERNMENTAL CHARGES. Each Covered Person has
filed or caused to be filed all tax reports and returns required to be filed by
it with any Governmental Authority, except where extensions have been properly
obtained or where failure to file is not reasonably likely to have a Material
Adverse Effect on such Covered Person. Each Covered Person has paid or made
adequate provision for payment of all Taxes of such Covered Person, except
Taxes which are being diligently contested in good faith by appropriate
proceedings and as to which such Covered Person has established adequate
reserves in conformity with GAAP. No Security Interests for any such Taxes has
been filed and no claims are being asserted with respect to any such Taxes
which, if adversely determined, would have a Material Adverse Effect on such
Covered Person. The period during which any assessments may be made by the
IRS with respect to any federal income tax return filed more
than three years before the Execution Date of any Covered Person has expired
without waiver or extension. There are no material unresolved issues
concerning any liability of a Covered Person for any Taxes which, if adversely
determined, would have a Material Adverse Effect on such Covered Person.

12.23. PENSION BENEFIT PLANS. All Pension Benefit Plans maintained by
each Covered Person or an ERISA Affiliate of such Covered Person qualify under
Section 401 of the Code and are in compliance with the provisions of ERISA.
Except with respect to events or occurrences which do not have and are not
reasonably likely to have a Material Adverse Effect on such Covered Person:

12.23.1. PROHIBITED TRANSACTIONS. None of such Pension Benefit
Plans has participated in, engaged in or been a party to any non-exempt
prohibited transaction as defined in ERISA or the Code, and no officer,
director or employee of a Covered Person or of an ERISA Affiliate of such
Covered Person has committed a breach of any of the responsibilities or
obligations imposed upon fiduciaries by Title I of ERISA.

12.23.2. CLAIMS. Other than routine claims for benefits, there are
no claims, pending or threatened, involving any such Pension Benefit Plan
by a current or former employee (or beneficiary thereof) of such Covered
Person or ERISA Affiliate
22

<PAGE> 32

of such Covered Person, nor is there any reasonable basis to anticipate
any claims involving any such Pension Benefit Plan which would likely be
successfully maintained against such Covered Person or ERISA Affiliate of
such Covered Person.

12.23.3. REPORTING AND DISCLOSURE REQUIREMENTS. There are no
violations of any reporting or disclosure requirements with respect to
any such Pension Benefit Plan and none of such Pension Benefit Plans has
violated any applicable Law, including ERISA and the Code.

12.23.4. ACCUMULATED FUNDING DEFICIENCY. No such Pension Benefit
Plan has (i) incurred an accumulated funding deficiency (within the
meaning of Section 412(a) of the Code), whether or not waived; (ii) been
a Pension Benefit Plan with respect to which a Reportable Event (to the
extent that the reporting of such events to the PBGC within thirty days
not been waived) has occurred and is continuing; or (iii) been a Pension
Benefit Plan with respect to which there exist conditions or events which
have occurred that present a significant risk of termination of such
Pension Benefit Plan by the PBGC.

12.23.5. MULTI-EMPLOYER PLAN. All Multi-employer Plans to which any
Covered Person contributes or is obligated to contribute are listed in
item 12.23.5 of the Disclosure Schedule. No Covered Person or ERISA
Affiliate of such Covered Person has received notice that any such
Multi-employer Plan is in reorganization or has been terminated within
the meaning of Title IV of ERISA, and no such Multi-employer Plan is
reasonably expected to be in reorganization or to be terminated within
the meaning of Title IV of ERISA.

12.2.4. WELFARE BENEFIT PLANS. No Covered Person or ERISA Affiliate of
such Covered Person maintains a Welfare Benefit Plan that has a liability
which, if enforced or collected, would have a Material Adverse Effect on such
Covered Person. Each Covered Person and ERISA Affiliate of such Covered Person
has complied in all material respects with the applicable requirements of
Section 4980B of the Code pertaining to continuation coverage as mandated by
COBRA.

l2.25. RETIREE BENEFITS. No Covered Person or ERISA Affiliate of such
Covered Person has an obligation to provide any Person with any medical, life
insurance, or similar benefit following such Person's retirement or termination
of employment (or to such Person's beneficiary subsequent to such Person's
death) other than (i) such benefits provided to Persons at such Person's sole
expense and (ii) obligations under COBRA.

12.26. REAL PROPERTY. Item 12.26 of the Disclosure Schedule contains a
correct and complete list of (i) the street addresses and a general
description of all real property owned by Borrower, and (ii) a list of all
leases and subleases of real property by Borrower, with Borrower identified for
each as the lessee, sublessee, lessor, or sublessor, as is the case, together
with the street addresses and a general description of the real property
involved and the names of the other parties to such leases and subleases. Each
of such leases and subleases is valid and enforceable in accordance with its
terms and is in full force and effect, and no default by any

<PAGE> 33
party to any such lease or sublease exists. Attachment 1 to the Disclosure
Schedule contains the legal descriptions from the most recent evidences of
title to all the real property in which Lender will have a Security Interest
under a Mortgage as provided in Section 9.1.

12.27. STATE OF COLLATERAL AND OTHER PROPERTY. Each Covered Person has
good and marketable or merchantable title to all real and personal property
purported to be owned by it or reflected in the Initial Financial Statements,
except for personal property sold in the ordinary course of business after the
date of the Initial Financial Statements. There are no Security Interests on
any of the property purported to be owned by any Covered Person, including the
Collateral, except existing Permitted Security Interests. Each tangible item
of Personal Property Collateral purported to be owned by a Covered Person is in
good operating condition and repair and is suitable for the use to which it is
customarily put by its owner. Without limiting the generality of the
foregoing:

12.27.1. ACCOUNTS. With respect to each Account scheduled, listed or
referred to in reports submitted by Borrower to Lender pursuant to the
Loan Documents, except as disclosed therein: (i) the Account arose from a
bona fide transaction completed in accordance with the terms of any
documents pertaining to such transaction; (ii) the Account is not
evidenced by a judgment and there is no material dispute respecting it;
(iii) the amount of the Account as shown on Borrower's books and records
and all invoices and statements which may be delivered to Lender with
respect thereto are actually and absolutely owing to Borrower and are not
in any way contingent; (iv) there are no set-offs, counterclaims or
disputes existing or asserted with respect to the Account and Borrower
has not made any agreement with any Account Debtor for any deduction
therefrom except a discount or allowance allowed by Borrower in the
ordinary course of its business; (v) there are no facts, events or
occurrences which in any way impair the validity or enforcement of the
Account or tend to reduce the amount payable thereunder as shown on
Borrower's books and records and all invoices and statements delivered to
Lender with respect thereto; (vi) the Account is assignable, (vii) the
Account arose in the ordinary course of Borrower's business; (viii) the
services furnished and/or goods sold giving rise to the Account are not
subject to any Security Interest except the first priority, perfected
Security Interest granted to Lender and except the Permitted Security
Interests; and (ix) there are no proceedings or actions which are
threatened or pending against the Account Debtor with respect to the
Account.

12.27.2. INVENTORY. With respect to Inventory schedule listed or
referred to in any certificate, schedule, list or report given by
Borrower, except as disclosed therein: (i) such Inventory (except for
Inventory in transit) is located at one or another of the premises listed
in item 12.27.2 of the Disclosure Schedule; (ii) Borrower has good and
merchantable title to such Inventory subject to no Security Interest
whatsoever except for the first priority, perfected Security Interest
granted to Lender and except for existing Permitted Security Interests;
(iii) such Inventory is of good and merchantable quality, free from any
material defects; (iv) such Inventory is not subject to any licensing,
patent, royalty, trademark, trade name or copyright agreements with any
third parties; and (v) the completion of manufacture and sale or

<PAGE> 34
other disposition of such Inventory by Lender following an Event of Default
shall not require the consent of any Person and shall not constitute a breach
or default under any contract or agreement to which Borrower is a party or to
which the Inventory is subject.

12.27.3. EQUIPMENT. With respect to the Borrower's equipment: (i)
Borrower has good and marketable title thereto; (ii) none of such equipment is
subject to any Security Interests except for the first priority Security
Interest granted to Lender pursuant hereto and except for Permitted Security
Interests; and (iii) all such equipment is in good operating condition and
repair, ordinary wear and tear alone excepted, and is suitable for the uses to
which customarily put in the conduct of Borrower's business.

12.27.4. INTELLECTUAL PROPERTY. (i) Item 12.27.4 of the Disclosure
Schedule contains a complete and correct list of all of Borrower's Intellectual
Property, (ii) Borrower owns all right, title and interest in, under and to such
Intellectual Property, subject to no licenses or any interest therein or other
agreements relating thereto, except for the applicable Collateral Assignment;
(iii) no Intellectual Property or grant of license by or to Borrower is subject
to any pending or, to Borrower's knowledge, threatened challenge; (iv) to
Borrower's knowledge, Borrower has not committed any patent, trademark, trade
name, service mark or copyright infringement, and the present conduct of
Borrower's business does not infringe any patents, trademarks, trade name
rights, service marks, copyrights, publication rights, trade secrets or other
proprietary rights of any Person; and (v) there are no claims or demands of any
Person pertaining to, or any proceedings which are pending or, to Borrower's
knowledge, threatened, which challenge Borrower's rights in respect of any
proprietary or confidential information or trade secrets used in the conduct of
Borrower's business.

12.27.5. DOCUMENTS, INSTRUMENTS AND CHATTEL PAPER. All documents,
instruments and chattel paper describing, evidencing or constituting
Collateral, and all signatures and endorsements thereon, are complete, valid,
and genuine, and all goods evidenced by such documents, instruments and chattel
paper are owned by Borrower free and clear of all Security Interests other than
Permitted Security Interests.

12.28. CHIEF PLACE OF BUSINESS; LOCATIONS OF COLLATERAL. As of the Execution
Date.

12.28.1. the only chief executive office and the principal places of
business of Borrower are located at the places listed and so identified in item
12.28.1 of the Disclosure Schedule,

12.28.2. - the books and records of Borrower, and all of the Borrower's
chattel paper and all records of Accounts, are located only at the places
listed and so identified in item 12.28.2 of the Disclosure Schedule; and

<PAGE> 35
12.28.3. all of the tangible Collateral (except for Inventory which
is in transit and the Real Property Collateral) is located only at the
places listed and so identified in item 12.28.3 of the Disclosure
Schedule.

12.29. NEGATIVE PLEDGES. No Covered Person is a party to or bound by any
Contract which prohibits the creation or existence of any Security Interest
upon or assignment or conveyance of any of the Collateral.

12.30. SECURITY DOCUMENTS.

12.30.1. SECURITY AGREEMENTS. Each Security Agreement is effective
to grant to Lender an enforceable Security Interest in all rights, title
and interest of Borrower in the Personal Property Collateral described
therein. Upon appropriate filing (as to all Personal Property Collateral
in which a Security Interest may be perfected under the applicable
state's UCC by filing a financing statement) or Lender's taking
possession (as to items of the Personal Property Collateral of which a
secured party must take possession in order to perfect a Security
Interest under the applicable state's UCC), Lender will have a fully
perfected first priority Security Interest in the Personal Property
Collateral described in each Security Agreement, subject only to
Permitted Security Interests affecting such Personal Property Collateral.

l2.30.2. MORTGAGES. The Mortgages are effective to grant to Lender
a legal, valid and enforceable mortgage lien on the Real Property
Collateral. Upon proper recording and payment of recording fees and
taxes, if any, Lender will have a fully perfected first priority lien on
the Real Property Collateral subject only to Permitted Security
Interests affecting the Real Property Collateral.

12.30.3. COLLATERAL ASSIGNMENTS. Each Collateral Assignment
is effective to assign to Lender all of Borrower's rights, title and
interest in and to the tangible and intangible property described
therein, subject only to Permitted Security Interests affecting such
Property.

12.31. S CORPORATION. There is no election in effect under Section
1362(a) of the Code for Borrower to be treated as an S Corporation as defined
in Section 1361(a) of the Code.

12.32. SUBSIDIARIES AND AFFILIATES. Borrower has no Affiliates who are
not individuals and has no Subsidiaries other than those listed in item 12.32
of the Disclosure Schedule.

12.33. MARGIN STOCK. Borrower is not engaged and will not engage,
principally or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U), and none of the proceeds of any Advance will be used
to purchase or carry any such margin stock or to extend credit to others for
the purpose of purchasing or carrying any such margin stock or for any purpose
which violates, or which would be inconsistent with, the provisions of
Regulation U or Regulation G. None of the transactions contemplated by any
Acquisition Documents will violate Regulations G, T, U or X of the FRB.

<PAGE> 36

12.34. SECURITIES MATTERS. No proceeds of any Advance will be used to
acquire any security in any transaction which is subject to Sections 13 and 14
of the Securities Exchange Act of 1934, as amended.

12.35. INVESTMENT COMPANY ACT, ETC. Borrower is not an investment company
registered or required to be registered under the Investment Company Act of
1940, as amended, or a company controlled (within the meaning of such
Investment Company Act) by such an investment company or an affiliated person
of, or promoter or principal underwriter for, an investment company, as such
terms are defined in the Investment Company Act of 1940, as amended. Borrower
is not subject to regulation under the Public Utility Holding Company Act of
1935, the Federal Power Act, the Interstate Commerce Act or any other Law
limiting or regulating its ability to incur Indebtedness for money borrowed.

12.36. NO MATERIAL MISSTATEMENTS OR OMISSIONS. To the best knowledge of
Borrower, neither the Loan Documents, any of the Financial Statements nor any
statement, list, certificate or other information furnished or to be furnished
by Borrower to in connection with the Loan Documents or any of the transactions
contemplated thereby contains or any untrue statement of a material fact, or
omits to state a material fact necessary to make the statements therein not
misleading.

12.37. FILINGS. All registration statements, reports,, proxy statements
and other documents, if any, required to be filed by Borrower with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, have been filed,
and such filings are complete and accurate and contain no untrue statements of
material fact or omit to state any material facts required to be stated therein
or necessary in order to make the statements therein not misleading.

12.38. BROKER'S FEES. No broker or finder is entitled to compensation for
services rendered with respect to the loan transactions contemplated by this
Agreement and the other Loan Documents.

12.39. ELIGIBILITY OF COLLATERAL. Each Account or item of Inventory which
Borrower, expressly or by implication, requests Lender to classify as an
Eligible Account or as Eligible Inventory, respectively, will, as of the time
when such request is made, conform in all respects to the requirements of such
classification set forth in the respective definitions of "Eligible Accounts"
and "Eligible Inventory" herein.

13. SURVIVAL OF REPRESENTATIONS. All representations and warranties in Section
12, and all representations and warranties in any certificate delivered by
Borrower pursuant hereto, shall survive execution of each of the Loan Documents
and the making of every Advance, and may be relied upon by Lender as being true
and correct as of the date when made or deemed made or reaffirmed until all of
the Loan Obligations are fully and irrevocably paid as contemplated in Section
7.5.

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<PAGE> 37

14. AFFIRMATIVE COVENANTS. Borrower covenants and agrees that, so long as any
of the Commitments remains in effect or any of the Loan Obligations are owing to
Lenders by Borrower, Borrower shall do, or cause to be done, the following:

14.1. USE OF PROCEEDS. All proceeds of the Loans shall be used by
Borrower solely for working capital and capital expenditures related to
Borrower's business, for Permitted Acquisitions, and for Borrower's general
corporate purposes.

14.2. CORPORATE EXISTENCE. Each Covered Person shall maintain its
existence in good standing and shall maintain in good standing its right to
transact business in those states in which it is now or hereafter doing
business, except where the failure to so qualify is not reasonably likely to
have a Material Adverse Effect on such Covered Person. Each Covered Person
shall obtain and maintain all Material Licenses for such Covered Person.

14.3. MAINTENANCE OF PROPERTY AND LEASES. Each Covered Person shall
maintain in good condition and working order, and repair and replace as
required, all buildings, equipment, machinery, fixtures and other real and
personal property whose useful economic life has not elapsed and which is
necessary for the ordinary conduct of the business of such Covered Person.
Each Covered Person shall maintain in good standing and free of defaults all of
its leases of buildings, equipment, machinery, fixtures, and other real and
personal property whose useful economic life has not elapsed and which is
necessary for the ordinary conduct of the business of such Covered Person.
Borrower shall not permit any of its equipment to become a fixture to real
property or an accession to other personal property unless Lender has a valid,
perfected and first priority Security Interest in such real or personal
property. Borrower shall not, without Lender's prior written consent, alter or
remove any identifying symbol or number on its equipment.

14.4. INSURANCE. Each Covered Person shall at all times keep insured or
cause to be kept insured, in insurance companies having a rating of at least
"A" by Best's Rating Service, all property owned by it of a character usually
insured by others carrying on businesses similar to that of such Covered Person
in such manner and to such extent and covering such risks as such properties
are usually insured. Each Covered Person shall at all times carry insurance,
in insurance companies having a rating of at least "A" by Best's Rating
Service, against liability on account of damage to persons or property
(including product liability insurance and insurance required under all
applicable workers' compensation laws) and covering all other liabilities
common to such Covered Person's business, in such manner and to such extent as
such coverage is usually carried by others conducting businesses similar to
that of such Covered Person. All policies of liability insurance maintained
hereunder shall name Lender as an additional insured; all fire and casualty
policies of insurance maintained hereunder shall reflect Lender's
interest therein as mortgagees; under a standard New York or Union mortgagee
clause. Lender is authorized, but not obligated, as the attorney-in-fact for
Borrower and, (i) prior to the occurrence of an Event of Default, with
Borrower's consent (which consent shall not be unreasonably withheld), and upon
the occurrence of an Event of Default, without Borrower's consent, to adjust
and compromise proceeds payable under such policies of insurance, (ii) to
collect, receive and give receipts for such proceeds in the name of Borrower,
Lender, and (iii) to endorse Borrower's name upon any instrument in payment
thereof. Such power granted to

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<PAGE> 38

Lender shall be deemed coupled with an interest and shall be irrevocable. All
policies of insurance maintained hereunder shall contain a clause providing
that such policies may not be canceled, reduced in coverage or otherwise
modified without 30 days prior written notice to Lender. Borrower shall upon
request of Lender at any time furnish to Lender updated evidence of insurance
(in the form required as a condition to Lender's lending hereunder) for such
insurance.

14.5. PAYMENT OF TAXES AND OTHER OBLIGATIONS. Each Covered Person shall
promptly pay and discharge or cause to be paid and discharged, as and when due,
all Taxes lawfully assessed or imposed upon it, and all Taxes lawfully assessed
upon any of the Collateral or its other property, or upon the income or profits
therefrom, and all claims of materialmen, mechanics, carriers, warehousemen,
landlords and other like Persons for labor, materials, supplies, storage or
other items or services which if unpaid might be or become a Security Interest
or charge upon any of the Collateral or its other property; provided, however,
that a Covered Person may diligently contest in good faith by appropriate
proceedings the validity of any such Taxes if Borrower has established adequate
reserves therefor in conformity with GAAP on the books of such Covered Person,
and no Security Interest, other than a Permitted Security Interest, results
from such non-payment.

14.6. COMPLIANCE WITH LAWS. Each Covered Person shall comply with all
Material Laws. Without limiting the generality of the foregoing:

14.6.1. ENVIRONMENTAL LAWS. Each Covered Person shall comply in all
material respects and shall use commercially reasonable efforts to ensure
compliance in all material respects by all tenants, subtenants and other
occupants of the Real Property Collateral, if any, with all Environmental
Laws.

14.6.2. PENSION BENEFIT PLANS. Each Covered Person and each ERISA
Affiliate of such Covered Person shall at all times make prompt payments
or contributions to meet the minimum funding standards under ERISA and
the Code with respect to any Pension Benefit Plan maintained by such
Covered Person or ERISA Affiliate of such Covered Person, and shall
comply in all material respects with all reporting and disclosure
requirements and all provisions of the Code and ERISA applicable to any
Pension Benefit Plan maintained by such Covered Person or ERISA Affiliate
of such Covered Person.

14.6.3. EMPLOYMENT LAWS. Each Covered Person shall comply in all
material respects with all requirements of all Employment Laws applicable
to such Covered Person.

14.7. DISCOVERY AND CLEAN-UP OF HAZARDOUS MATERIAL.

14.7.1. IN GENERAL. Upon any Covered Person receiving notice of any
violation of Environmental Laws or any similar notice described in
Section 14.9.4, or upon any Covered Person otherwise discovering
Hazardous Material on the Real Property Collateral or any other property
owned or leased by such Covered Person

29
<PAGE> 39

which is in violation of, or which is reasonably likely to result in
liability under, any Environmental Law, Borrower shall: (i) promptly take
such acts as may be necessary to prevent danger or harm to the affected
property or any person therein as a result of such Hazardous Material;
(ii) at the request of Lender, and at Borrower's sole cost and expense,
obtain and deliver to Lender promptly, but in no event later than 90 days
after such request, a then currently dated environmental assessment of
the property certified to Lender and any future holder of the Loan
Obligations, a proposed plan for responding to any environmental
problems described in such assessment, and an estimate of the costs
thereof, and (iii) take all necessary steps to initiate and expeditiously
complete all removal, remedial, response, corrective and other action to
eliminate any such environmental problems, and keep Lender informed of
such actions and the results thereof.

14.7.2. ASBESTOS CLEAN-UP. In the event that any of the Real
Property Collateral or any other property of any Covered Person contains
Asbestos Material, Borrower shall develop and implement, as soon as
reasonably possible, an Operations and Maintenance Program (as
contemplated by EPA guidance document entitled "Managing Asbestos in
Place; A Building Owner's Guide to Operations and Maintenance Programs
for Asbestos-Containing Materials") for managing in place the Asbestos
Material, and deliver a true, correct and complete copy of such
Operations and Maintenance Program to Lender. In the event that the
asbestos survey done in connection with developing the Operations and
Maintenance Program reveals Asbestos Material which, due to its
condition, location or planned building renovation, is recommended to be
encapsulated or removed, Borrower shall promptly cause the same to be
encapsulated or removed and disposed of offsite, in either case by a
licensed and experienced asbestos contractor, all in accordance with
applicable state, federal and local Laws. Upon completion of any such
encapsulation or removal, Borrower shall deliver to Lender a certificate
in such form as is then customarily available signed by the consultant
overseeing the activity certifying to Lender that the work has been
completed in compliance with all applicable Laws regarding notification,
encapsulation, removal and disposal and that no airborne fibers beyond
permissible exposure limits remain on site. All costs of such inspection,
testing and remedial actions shall be paid by Borrower,

14.8. TERMINATION OF PENSION BENEFIT PLAN. No Covered Person or ERISA
Affiliate of such Covered Person shall terminate or amend any Pension Benefit
Plan maintained by such Covered Person or ERISA Affiliate of such Covered
Person if such termination or amendment would result in any liability to such
Covered Person or ERISA Affiliate of such Covered Person under ERISA or any
increase in current liability for the plan year for which such Covered Person
or ERISA Affiliate of such Covered Person is required to provide security to
such Pension Benefit Plan under the Code.

14.9. NOTICE TO LENDER OF MATERIAL EVENTS. Borrower shall, promptly upon
any Responsible Officer of Borrower obtaining knowledge or notice thereof, give
notice to Lender (together with copies, if applicable) of (i) any breach of any
of the covenants in Section 14, 15, or 16; (ii) any Default or Event of
Default; (iii) the commencement of any Material Proceeding;

<PAGE> 40

and (iv) any material loss of or damage to any of the Collateral or any
material part of the other assets of a Covered Person or the commencement of
any proceeding for the condemnation or other taking of any of the Collateral or
any material part of the other assets of a Covered Person, if
Insurance/Condemnation Proceeds are likely to be payable as a consequence of
such loss, damage or proceeding, or if such loss, damage or proceeding is
reasonably likely to have a Material Adverse Effect on such Covered Person. In
addition,

14.9.1. Borrower shall furnish to Lender from time to time all
information which Lender requests with respect to the status of any
Material Proceeding.

14.9.2. Borrower shall furnish to Lender from time to time all
information which Lender requests with respect to any Pension Benefit
Plan established by a Covered Person or ERISA Affiliate of such Covered
Person.

14.9.3. Borrower shall deliver notice to Lender of the establishment
of any Pension Benefit Plan by a Covered Person or an ERISA Affiliate of
such Covered Person.

14.9.4. Borrower shall promptly inform Lender of its receipt of, and
deliver to Lender a copy of, any (i) notice that any violation of any
Environmental Law or Employment Law may have been committed or is about
to be committed by any Covered Person, (ii) notice that any
administrative or judicial complaint or order has been filed or is about
to be filed against any Covered Person alleging violations of any
Environmental Law or Employment Law or requiring such Covered Person to
take any action in connection with the release of any Hazardous Material
into the environment, (ii) notice from a Governmental Authority or
private party alleging that a Covered Person may be liable or responsible
for costs associated with a response to or cleanup of a release of
Hazardous Material into the environment or any damages caused thereby,
(iv) notice that a Covered Person is subject to federal, state or local
investigation regarding the improper transportation, storage, disposal,
generation or release into the environment of any Hazardous
Material, or (v) notice that any properties or assets of a Covered
Person are subject to a Security Interest in favor of any Governmental
Authority for any liability under any Environmental Law or damages
arising from or costs incurred by such Governmental Authority in response
to a release of Hazardous Material into the environment

14.9.5. Borrower shall deliver to Lender notice of the following
events promptly after they occur: (i) the failure of any Covered Person
or ERISA Affiliate of such Covered Person to make any required
installment or any other required payment to any Pension Benefit Plan in
sufficient amount to comply with ERISA and the Code on or before the due
date for such installment or payment; (ii) the occurrence of any
Reportable Event, or a PROHIBITED TRANSACTION or ACCUMULATED FUNDING
DEFICIENCY (as those term are defined in ERISA), with respect to any
Pension Benefit Plan maintained or contributed to by a Covered Person or
ERISA Affiliate of such Covered Person; (iii) receipt by a Covered Person
or ERISA Affiliate of such Covered

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<PAGE> 41

Person of any notice from a Multi-employer Plan regarding the imposition of
withdrawal liability; and (iv) receipt by a Covered Person or ERISA Affiliate
of such Covered Person of any notice of the institution, or a Covered Person's
expectancy of the institution, of any proceeding or receipt by such Covered
Person or ERISA Affiliate of such Covered Person of any notice of the taking,
or such Covered Person's expectancy of the taking, of any other action which
may result in the termination of any Pension Benefit Plan maintained or
contributed to by such Covered Person or ERISA Affiliate of such Covered
Person, or the withdrawal or partial withdrawal by a Covered Person or ERISA
Affiliate of such Covered Person from any Pension Benefit Plan, and the filing
or receipt by a Covered Person or ERISA Affiliate of such Covered Person of
any such notice and filing or receipt of all subsequent reports or notices
under ERISA with or from the IRS, the PBGC, or the DOL relating to the same;
and, in addition to such notice, deliver to Lender a certificate of a
Responsible Officer of Borrower, setting forth details as to such events and
the action that the affected Covered Person or ERISA Affiliate of such Covered
Person proposes to take with respect thereto. For purposes of this Section, a
Covered Person and any ERISA Affiliate of such Covered Person shall be deemed
to know all facts known by the administrator of any Plan of which such Covered
Person or any ERISA Affiliate of such Covered Person is the plan sponsor.

l4.9.6. Borrower shall promptly deliver to Lender notice of any default
or event of default, or the occurrence of any event which would with the
passage of time, giving of notice or otherwise, constitute a default or event
of default with respect to any of the Permitted Indebtedness.

14.9.7. Borrower shall promptly deliver notice to Lender of the assertion
by the holder of any securities of a Covered Person or any Indebtedness of a
Covered Person in an outstanding principal amount in excess of $100,000 that a
default exists with respect thereto or that such Covered Person is not in
compliance with the terms thereof, or of the threat or commencement by such
holder of any enforcement action because of such asserted default or
noncompliance.

14.9.8. Borrower shall, promptly after becoming aware thereof, deliver
notice to Lender of any pending or threatened strike, work stoppage, material
unfair labor practice claim or other material labor dispute affecting a Covered
Person.

14.9.9. Borrower shall promptly deliver notice to Lender of any change
in the name, state of incorporation, or form of organization of any Covered
Person, or the trade names or styles under which a Covered Person will sell
Inventory or create Accounts, or to which instruments in payment of Accounts
may be made payable, at least 30 days prior to such change.

14.9.10. Borrower shall, promptly after becoming aware thereof, deliver
notice to Lender of any event that has had or is reasonably likely to have a
Material Adverse Effect on any Covered Person.

<PAGE> 42

14.9.11. Borrower shall, promptly after becoming aware thereof,
deliver notice to Lender of an actual, alleged, or potential violation of
any Material Law applicable to a Covered Person or any of the Collateral
or any material part of other property of a Covered Person.

14.9.12. Borrower shall notify Lender promptly in writing of any
fact or condition of which Borrower is aware which materially and
adversely affects the value of the Collateral, including any adverse fact
or condition or the occurrence of any event which causes loss or
depreciation in the value of any item of the Collateral, and the amount
of such loss or depreciation. Borrower shall provide such additional
information to Lender regarding the amount of any loss or depreciation in
value of the Collateral as Lender may request from time to time.

14.10. BORROWING OFFICER. Borrower shall keep on file with Lender at all
times an appropriate instrument naming each Borrowing Officer.

14.11. MAINTENANCE OF SECURITY INTERESTS OF SECURITY DOCUMENTS.

14.11.1. PRESERVATION AND PERFECTION OF SECURITY INTERESTS.
Borrower shall promptly, upon the reasonable request of Lender and at
Borrower's expense, execute, acknowledge and deliver, or cause the
execution, acknowledgment and delivery of, and thereafter file or record
in the appropriate governmental office, any document or instrument
supplementing or confirming the Security Documents or otherwise deemed
necessary by Lender to create, preserve or perfect any Security Interest
purported to be created by the Security Documents or to fully consummate
the transactions contemplated by the Loan Documents. The foregoing
actions by Borrower shall include (i) filing financing or continuation
statements, and amendments thereof, in form and substance satisfactory to
Lender; (ii) delivering to Lender the original certificates of title for
motor vehicles, or applications therefor duly executed, with Lender's
Security Interest properly shown thereon; (iii) delivering to Lender the
originals of all instruments, documents and chattel paper, and all other
Collateral of which Lender determines it should have physical possession
in order to perfect and protect Lender's Security Interest therein, duly
endorsed or assigned to Lender without restriction; (iv) delivering to
Lender warehouse receipts covering any portion of the Collateral located
in warehouses and for which warehouse receipts are issued; (v)
transferring Inventory to warehouses designated by Lender, (vi) delivering
to Lender all letters of credit on which Borrower is named beneficiary;
(vii) placing a durable notice of the existence of Lender's Security
Interest, acceptable to Lender, upon such items of the Collateral as are
designated by Lender; and (viii) placing a notice of the existence of
Lender's Security Interest, acceptable to Lender, upon those writings
evidencing the Collateral and the books and records of Borrower
pertaining to the Collateral, as designated by Lender.

14.11.2. COLLATERAL HELD OFF BORROWER'S PREMISES. If at any time
any Collateral is located on any premises that are not owned by Borrower,
then Borrower shall obtain written waivers, in form and substance
satisfactory to Lender, of all present

<PAGE> 43

and future Security Interests to which the owner or lessor or any
mortgagee of such premises may be entitled to assert against the
Collateral. If any Collateral is at any time in the possession or
control of a warehouseman, bailee or any of Borrower's agents or
processors, then Borrower shall notify Lender thereof and shall notify
such Person of Lender's Security Interest in such Collateral and, upon
Lender's request, instruct such Person to hold all such Collateral for
Lender's account subject to Lender's instructions.

14.11.3. COMPLIANCE WITH TERMS OF SECURITY DOCUMENTS. Borrower
shall comply with all of the terms, conditions and covenants in the
Security Documents to which Borrower is a party.

14.12. ACCOUNTING SYSTEM. Each Covered Person shall maintain a system of
accounting established and administered in accordance with GAAP. Without
limiting the generality of the foregoing:

14.12.1. ACCOUNT RECORDS. Each Covered Person shall maintain a
record of Accounts at its principal place of business that itemize each
Account of such Covered Person and describe the names and addresses of
the Account Debtors on such Accounts, all relevant invoice numbers,
invoice dates, and shipping dates, and the due dates, collection
histories, and aging of such Accounts.

14.12.2. INVENTORY RECORDS. Each Covered Person shall maintain an
inventory system satisfactory to Lender.

14.13. FINANCIAL STATEMENTS. Borrower shall deliver to Lender:

14.13.1. ANNUAL FINANCIAL STATEMENTS. Within 120 days after the
close of each fiscal year of Borrower, year-end consolidated and
consolidating Financial Statements of Borrower and its Subsidiaries,
containing an audit report without qualification by an independent
certified public accounting firm selected by Borrower and satisfactory to
Lender, and in each case accompanied by a Compliance Certificate of the
Chief Financial Officer of Borrower.

14.13.2. QUARTERLY FINANCIAL STATEMENTS. Within 60 days after the
end of each fiscal quarter of Borrower, unaudited consolidated and
consolidating Financial Statements of Borrower and its Subsidiaries for
the quarters not covered by the latest year-end Financial Statements, in
each case accompanied by a Compliance Certificate of the Chief Financial
Officer of Borrower.

14.13.3. MONTHLY FINANCIAL STATEMENTS. Within 30 days after the
end of each month, unaudited consolidated Financial Statements of
Borrower and its Subsidiaries for each of the months not covered by the
latest year-end Financial Statements, in each case accompanied by (i) a
Compliance Certificate of the Chief Financial Officer of Borrower, (ii) a
statement comparing such Financial Statements with budgeted projections
for such month and for the elapsed portion of the fiscal year

<PAGE> 44

of Borrower as contained in the annual budget prepared for such fiscal
year, (iii) a statement comparing the statements delivered pursuant to
clause (ii) above with the statements for the equivalent months and
equivalent elapsed periods during the prior fiscal year of Borrower, (iv)
a management report explaining the significant variances of the
statements delivered pursuant to clause (ii) above from the budgeted
projections for such month and for the elapsed portion of fiscal year of
Borrower as contained in the annual budget prepared for such fiscal year,
and (v) a summary of significant items discussed at any meetings of the
Board of Directors of Borrower held during such month.

Each Compliance Certificate shall be in the form of Exhibit 14.13, shall
contain detailed calculations of the financial measurements referred to
in Section 16 for the relevant periods, and shall contain statements by
the signing officer to the effect that, except as explained in reasonable
detail in such Compliance Certificate, (i) the attached Financial
Statements are complete and correct in all material respects (subject, in
the case of Financial Statements other than annual, to normal year-end
audit adjustments) and have been prepared in accordance with GAAP applied
consistently throughout the periods covered thereby and with prior
periods (except as disclosed therein), (ii) all of the representations
and warranties of Borrower contained in this Agreement and other Loan
Documents are true and correct as of the date such certification is given
as if made on such date, and (iii) there is no Existing Default, If any
Compliance Certificate delivered to Lender discloses that a
representation or warranty is not true and correct, or that a Default or
Event of Default has occurred that has not been waived in writing by
Lender, such Compliance Certificate shall state what action Borrower has
taken or proposes to take with respect thereto.

14.14. BORROWING BASE CERTIFICATE. On the Effective Date and periodically
thereafter, but not less often than monthly within 15 days after the end of
each month, a borrowing base certificate in substantially the form of Exhibit
14.14 duly completed and signed by the chief financial officer of Borrower.

14.15. AUDITS BY LENDER. Leader or Persons authorized by and acting on
behalf of Leader may at any time and from time to time during normal business
hours audit the books and records, and inspect any of the property, of each
Covered Person from time to time upon reasonable notice to such Covered Person,
and in the course thereof may make copies or abstracts of such books and
records and discuss the affairs, finances and books and records of such Covered
Person with its accountants, officers and employees. Each Covered Person shall
cooperate with Lender and such Persons in the conduct of such audits and shall
deliver to Lender any instrument necessary for Lender to obtain records from
any service bureau maintaining records for such Covered Person. Borrower shall
reimburse Lender for all costs and expenses actually incurred by it in
conducting each audit; provided, however, that if an Event of Default has not
occurred, such reimbursement for each such audit shall be limited to $500 per
day per person involved in conducting the audit plus Lender's other actual
out-of-pocket expenses.

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14.16. VERIFICATION OF ACCOUNTS AND NOTICES TO ACCOUNT DEBTORS. Upon an
Event of Default, Lender shall have the right at any time and from time to
time, after first giving either oral or written notice to Borrower, to verify
the validity and amount of any Account and any other matter relating to an
Account, by communicating in writing or orally directly with the Account Debtor
or any Person who represents or Lender believes represents the Account Debtor.

14.17. ACCESS TO OFFICERS AND AUDITORS. Each Covered Person shall permit
any Lender and Persons authorized by Lender to discuss the affairs, finances
and accounts of such Covered Person with its officers and independent auditors
as often as Lender may reasonably request, and such Covered Person shall direct
such officers and independent auditors to cooperate with Lender and make full
disclosure to Lender of those matters that they may deem relevant to the
continuing ability of Borrower timely to pay and perform the Loan Obligations.
Lender agrees that it will not disclose to third parties any information that
it obtains about Borrower or its operations or finances other than its legal
counsel and other professional advisors, or in litigation or similar
proceedings, in connection with enforcement or interpretation of any of the
Loan Documents. Leader may, however, disclose such information to all of their
respective officers, attorneys, auditors, accountants, bank examiners, agents
and representatives who have a need to know such information in connection with
the administration, interpretation or enforcement of the Loan Documents or the
lending and collection activity contemplated therein or to the extent required
by Law or a Governmental Authority. Lender shall advise such persons that such
information is to be treated as confidential. Lender may also disclose such
information in any documents that it files in any legal proceeding to pursue,
enforce or preserve its rights under the Loan Documents to the extent that
Lender's counsel advises in writing that such disclosure is reasonably
necessary. Lender's non-disclosure obligation shall not apply to any
information that (i) is disclosed to Lender by a third party not affiliated
with or employed by Borrower who does not have a commensurate duty of
non-disclosure, or (ii) becomes publicly known other than as a result of
disclosure by Lender.

14.18. FURTHER ASSURANCES. Borrower shall execute and deliver, or cause
to be executed and delivered, to Lender such documents and agreements, and
shall take or cause to be taken such actions, as Lender may from time to time
reasonably request to carry out the terms and conditions of this Agreement and
the other Loan Documents

15. NEGATIVE COVENANTS.

Borrower covenants and agrees that, while any of the Commitments remains in
effect or any of the Loan Obligations are owing to Lender by Borrower or any of
the Letters of Credit are outstanding, Borrower shall not, directly or
indirectly, do any of the following, or permit any Covered Person to do any of
the following, without the prior written consent of Lender:

15.1. INVESTMENTS. Make any Investments in any other Person except
the following:

15.1.1. Investments in (i) interest-bearing United States
government obligations; (ii) certificates of deposit issued by any Lender;
(iii) certificates of deposit

<PAGE> 46
issued by and time deposits with any commercial bank chartered under the
laws of the United States or any state thereof having capital and surplus
of not less than $500,000,000; (iv) prime commercial paper rated A1 or
better by Standard and Poor's Corporation or Prime P1 or better by
Moody's Investor Service, Inc.; (v) agreements involving the sale to
Borrower of United States government securities and their guaranteed
repurchase the next Business Day by a Qualified Financial Institution;
or (vi) existing Investments by LaBarge, Inc. in LaBarge/STC, Inc.,
LaBarge Wireless, Inc. and Venisect, Inc., or the existing Investment by
LaBarge Wireless, Inc. in LaBarge Clayco Wireless, L.L.C.

15.1.2. Accounts arising in the ordinary course of business and
payable in accordance with Borrower's customary trade terms.

15.2. INDEBTEDNESS. Create, incur, assume, or allow to exist any
Indebtedness of any kind or description, except the following:

15.2.1. Indebtedness to trade creditors incurred in the ordinary
course of business, to the extent that it is not overdue past
the original due date by more than 90 days.

15.2.2. The Loan Obligations.

15.2.3. Indebtedness secured by Permitted Security Interests.

15.2.4. The Subordinated Indebtedness.

15.2.5. The Indebtedness of Borrower to the City of Joplin, Missouri,
existing on the Execution Date.

15.3. PREPAYMENTS. Voluntarily prepay any Indebtedness other than (a) the
Loan Obligations in accordance with the terms of the Loan Documents, and (b)
trade payables in the ordinary course of business.

15.4. INDIRECT OBLIGATIONS. Create, incur, assume or allow to exist any
Indirect Obligations except Indirect Obligations existing on the Execution Date
and disclosed in item 12.18 of the Disclosure Schedule.

15.5. SECURITY INTERESTS. Create, incur, assume or allow to exist any
Security Interest upon all or any part of its property, real or personal, now
owned or hereafter acquired, except in connection with Permitted Acquisitions
and the following ("Permitted Security Interests"):

15.5.1. Security Interests for taxes, assessments or governmental
charges not delinquent or being diligently contested in good faith and by
appropriate proceedings and for which adequate book reserves in accordance
with GAAP are maintained.

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<PAGE> 47

15.5.2. Security Interests arising out of deposits in connection with
workers' compensation insurance, unemployment insurance, old age pensions,
or other social security or retirement benefits legislation.

15.5.3. Deposits or pledges to secure bids, tenders, contracts (other
than contracts for the payment of money), leases, statutory obligations,
surety and appeal bonds, and other obligations of like nature arising in
the ordinary course of business.

15.5.4. Security Interests imposed by any Law, such as mechanics',
workmen's, materialmen's, landlords', carriers', or other like Security
Interests arising in the ordinary course of business which secure payment
of obligations which are not past due or which are being diligently
contested in good faith by appropriate proceedings and for which adequate
book reserves in accordance with GAAP are maintained.

15.5.5. Purchase money Security Interests securing payment of the
purchase price of capital assets acquired by Borrower after the Execution
Date in an amount not to exceed $500,000 in the aggregate.

15.5.6. Security Interests of customers of Borrower in items of
Inventory for the manufacture of which such customers have paid deposits
to Borrower, to the extent such Security Interests secure the repayment of
such deposits.

15.5.7. Security Interests securing the Loan Obligations in favor of
Lender.

15.5.8. Security Interests existing on the Execution Date that are
disclosed in item 12.27 of the Disclosure Schedule and are satisfactory to
Lender.

15.6. ACQUISITIONS. Acquire stock or other equity interest in a Person or
acquire all or a material part of the assets of a Person, regardless of the
form of the transaction, except in a Permitted Acquisition. A "Permitted
Acquisition" is any acquisition of stock or other equity interest in a Person,
or of all or a material part of the assets of a Person, with respect to which
the following requirements have been satisfied: (i) Borrower has furnished
Lender with the three most recent fiscal year-end financial statements and
twelve most recent quarterly financial statements of the business to be
acquired, to the extent they are available; (ii) Borrower shall have furnished
Lender with proforma financial statements of Borrower containing balance sheet,
income statement, and cash flows projections as of and for such periods
beginning upon consummation of the acquisition and ending periodically
thereafter as are satisfactory to Lender; (iii) such proforma financial
statements and other due diligence investigations which Lender may elect to
conduct in its absolute discretion establish to Lender's satisfaction that
Borrower will be Solvent as of immediately after such consummation, that
Borrower is not reasonably likely to fail to satisfy the covenants in Section
16 for the reasonably foreseeable future, and that such acquisition is not
reasonably likely to have a Material Adverse Effect on Borrower; (iv) Lender is
satisfied that the assumptions upon which such proforma financial statements
are based are justified and supportable; (v) the agreements under which such
acquisition will be consummated

<PAGE> 48

are satisfactory to Lender; (vi) the Surviving Company shall have executed and
delivered to Lender additional Security Documents granting to Lender a Security
Interest in all of the material acquired assets subject only to Permitted
Security Interests; and (vii) the Surviving Company, if not a Borrower under
this Agreement prior to such Permitted Acquisition, shall have become a
Borrower by execution of an appropriate amendment to this Agreement and thereby
bound by all of the provisions hereof.

15.7. TRANSACTIONS WITH AFFILIATES. Enter into or be a party to any
transaction or arrangement, including the purchase, sale or exchange of
property of any kind or the rendering of any service, with any Affiliate, or
make any loans or advances to any Affiliate. If there is no Existing Default,
however, Borrower may engage in the such transactions in the ordinary course of
business and pursuant to the reasonable requirements of its business and on
fair and reasonable terms substantially as favorable to it as those which it
could obtain in a comparable arm's-length transaction with a non-Affiliate.

15.8. DISTRIBUTIONS. At any time when there is an Existing Default,
directly or indirectly declare or make, or incur any liability to make, any
Distribution. For purposes of this Section, a "Distribution" means and
includes (i) any cash dividend, (ii) any acquisition or redemption of any
outstanding stock, (iii) any retirement or prepayment of debt securities before
their regularly scheduled maturity dates, and (iv) any loan or advance to a
shareholder.

15.9. CHANGE OF CONTROL. Merge or consolidate with or into another
Person, or permit any Person or Group to become the record or beneficial owner,
directly or indirectly, of securities representing 50% or more of the voting
power of Borrower's outstanding securities having the power to vote, or
acquiring the power to elect a majority of the Board of Directors of Borrower.

15.10. CAPITAL STRUCTURE; EQUITY SECURITIES. Make any change in its
capital structure which has or could have a Material Adverse Effect on
Borrower; or create any new class of stock, issue any stock, or issue any other
equity securities, or non-equity securities that are convertible into equity
securities, except common stock and other securities that are subordinated in
right of payment to all the Loan Obligations in a manner satisfactory to
Lender.

15.11. CONFLICTING AGREEMENTS. Enter into any agreement, that would, if
fully complied with by it, result in a Default or Event of Default either
immediately or upon the elapsing of time.

15.12. TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT. Enter into any
transaction which has or is reasonably likely to have a Material Adverse Effect
on Borrower.

15.13. DISPOSAL OF ASSETS. Sell, transfer, exchange, lease, or otherwise
dispose of any of its assets except sales of Inventory in the ordinary course
of business. Notwithstanding the foregoing, Borrower may sell, transfer or
otherwise dispose of obsolete and unusable equipment, and may sell, transfer or
otherwise dispose of other assets having an orderly liquidation value no
greater than $250,000 in the aggregate in any fiscal year of Borrower.

<PAGE> 49
16. FINANCIAL COVENANTS.

16.1. SPECIAL DEFINITIONS. As used in this Section 16 and elsewhere in
this Agreement, the following capitalized terms have the following meanings:

"Current Assets" means, at any date, current assets as determined in
accordance with GAAP.

"Current Liabilities" means, at any date, current liabilities as
determined in accordance with GAAP but excluding amounts outstanding
under the Revolving Loan.

"EBITDA" means, for any period of calculation, an amount equal to the sum
of (i) net income, (ii) federal, state and local income tax expense, (iii)
interest expense, (iv) depreciation and amortization expense, (v) losses
on the sale or other disposition of assets, and (vi) extraordinary losses,
minus (a) gains on the sale or other disposition of assets, and (b)
extraordinary gains, all calculated for such period.

"Fixed Charges" means, for any period of calculation, the sum of (i)
interest payable, (ii) the sum of all scheduled principal payments on any
Indebtedness of Borrower (including the Loans, (iii) federal, state and
local income taxes payable, (iv) Capital Expenditures, (v) dividends
paid, and (vi) current maturities of long term Indebtedness.

"Funded Debt" means, at any date, the sum of all Indebtedness plus the
unamortized capitalized amount of all Capital Leases.

"Interest Expense" means, for any period of calculation, all interest,
whether paid in cash or accrued as a liability, but without duplication,
on Indebtedness during such period.

"Adjusted Tangible Assets" means, at any date, the sum of subordinated
debt plus all assets as determined in accordance with GAAP except (a)
deferred assets; (b) patents, copyrights, trademarks, trade names,
franchises, goodwill, and other similar intangibles; (c) Permitted
Investments; (d) unamortized debt discount and expense; and (f) fixed
assets to the extent of any write-up in the book value thereof resulting
from a revaluation;

"Tangible Net Worth" means, at any date: (a) the book value (net of
depreciation, obsolescence, amortization, valuation and other proper
reserves determined in accordance with GAAP) at which Adjusted Tangible
Assets would be shown on a balance sheet at such date prepared in
accordance with GAAP; less (b) the amount at which all liabilities would be
shown on such balance sheet, including as liabilities all reserves for
contingencies and other potential liabilities which would be shown on
such balance sheet or disclosed in the notes thereto.

16.2. CAPITAL EXPENDITURES. Borrower shall not make Capital Expenditures
(including Capital Expenditures made in Permitted Acquisitions, and the Capital
Expenditure

<PAGE> 50

fiscal year of Borrower. The "Capital Expenditure Equivalent" of a Capital
Lease entered into in any fiscal year of Borrower shall be the amount which
would have been the aggregate cost of the property leased if it had been
purchased instead.

16.3. MINIMUM FIXED CHARGE COVERAGE. The ratio of Borrower's EBITDA to
Fixed Charges, calculated at the end of each fiscal quarter of Borrower on the
basis of the four consecutive fiscal quarters then ended, shall not be less
than 1.25 to 1.00.

16.4. MINIMUM TANGIBLE NET WORTH. Borrower's Tangible Net Worth as of the
end of the fiscal year of Borrower ended in 1996 and each fiscal quarter of
Borrower ended thereafter shall at no time be less than $15,100,000 plus 50%
of cumulative net income (but not any net loss) for such fiscal periods.

16.5. MINIMUM CURRENT RATIO. The ratio of Borrower's Current Assets to
Current Liabilities shall at no time be less than 1.25 to 1.00.

16.6. MAXIMUM FUNDED DEBT TO EBITDA RATIO. The ratio of Borrower's Funded
Debt to Borrower's EBITDA calculated at the end of each fiscal quarter of
Borrower on the basis of the twelve consecutive calendar months then ended
shall not be greater than 3.0 to 1.0.

17. DEFAULT.

17.1. EVENTS OF DEFAULT. Any one or more of the following shall constitute
an Event of Default:

17.1.1. FAILURE TO PAY PRINCIPAL OR INTEREST. Failure by Borrower
to make any principal or interest payment on the Loans when due under the
Loan Documents.

17.1.2. FAILURE TO PAY OTHER AMOUNTS OWED TO LENDER. Failure of
Borrower to pay any of the Loan Obligations (other than principal or
interest on the Loans) or any other amount owed to Lender within five
Business Days after notice from Lender that the same is due.

17.1.3. FAILURE TO PAY AMOUNTS OWED TO OTHER PERSONS. Failure of
Borrower to make any payment due on Indebtedness of Borrower over $500,000
to any Person other than Lender which continues unwaived beyond any
applicable grace period specified in the documents evidencing such
Indebtedness.

17.1.4. ACCELERATION OF OTHER INDEBTEDNESS. Any Obligation of
Borrower (other than the Loan Obligations) for the payment of borrowed
money in an amount over $500,000 becomes or is declared to be due and
payable or required to be prepaid (other than by a regularly scheduled
payment or prepayment) prior to the original maturity thereof as a
consequence of a default with respect thereto by Borrower.

<PAGE> 51

17.1.5. REPRESENTATIONS OR WARRANTIES. Any representation or warranty
made or deemed made by Borrower to Lender under any of the Loan Documents
is discovered to have been false in any material respect when made and is
not cured with fifteen Business Days after notice thereof from Lender to
Borrower.

17.1.6. CERTAIN COVENANTS. Failure of Borrower to comply with the
covenants in Section 14.1, 14.8, 14.13, or 14.17.

17.1.7. FINANCIAL COVENANTS. Failure of Borrower to cure a violation
of Section 16 within 30 days after the end of the applicable fiscal quarter
of Borrower.

17.1.8. OTHER COVENANTS. Failure of Borrower to comply with any of
the provisions of any of the Loan Documents that are applicable to it
(other than a failure which constitutes an Event of Default under any of
Sections 17.1.1 through 17.1.6) which is not remedied or waived in writing
by Lender within 30 days after notice thereof from Lender to Borrower.

17.1.9. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any
default or event of default under any agreement to which Borrower is a
party which continues unwaived beyond any applicable grace period provided
therein and either (i) involves Obligations of Borrower greater than
$500,000 or (ii) has or is reasonably likely to have a Material Adverse
Effect on Borrower.

17.1.10. BANKRUPTCY; INSOLVENCY; ETC. Borrower (i) fails to pay, or
admits in writing its inability to pay, its debts generally as they become
due, or otherwise becomes insolvent (however evidenced); (ii) makes a
general assignment for the benefit of creditors; (iii) files a petition in
bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies
to any tribunal for any receiver or any trustee of Borrower or any
substantial part of its property; (iv) commences any proceeding relating to
Borrower under any reorganization, arrangement, readjustment of debt,
dissolution or liquidation law or statute of any jurisdiction, whether now
or hereafter in effect; (v) has commenced against it any such proceeding
which remains undismissed for a period of ninety days, or by any act
indicates its consent to, approval of, or acquiescence in any such
proceeding or the appointment of any receiver of or any trustee for it or
any substantial part of its property, or allows any such receivership or
trusteeship to continue undischarged for a period of ninety (90) days; or
(vi) takes any corporate action to authorize any of the foregoing.

17.1.11. JUDGMENTS; ATTACHMENT; ETC. Any one or more judgments or
orders is entered against Borrower or any attachment or other levy is made
against the property of Borrower, including but not limited to the
Collateral, with respect to a claim or claims involving in the aggregate
liabilities (not paid or fully covered by insurance, less the amount of
deductibles satisfactory to Lender) greater than $100,000 becomes final and
non-appealable or if timely appealed is not fully bonded and collection
thereof stayed pending the appeal.

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17.1.12. PENSION BENEFIT PLAN TERMINATION, ETC. Any termination by
the PBGC of a Pension Benefit Plan of Borrower or an ERISA Affiliate of
Borrower or the appointment by the appropriate United States District Court
of a trustee to administer any Pension Benefit Plan of Borrower or an ERISA
Affiliate of Borrower or to liquidate any Pension Benefit Plan of Borrower
or an ERISA Affiliate of Borrower; or any event which constitutes grounds
either for the termination of any Pension Benefit Plan of Borrower or an
ERISA Affiliate of Borrower by PBGC or for the appointment by the
appropriate United States District Court of a trustee to administer or
liquidate any Pension Benefit Plan of Borrower or an ERISA Affiliate of
Borrower has occurred and is continuing for 30 days after Borrower has
notice of any such event; or any voluntary termination of any Pension
Benefit Plan of Borrower or an ERISA Affiliate of Borrower which is a
defined benefit pension plan as defined in Section 3(35) of ERISA while
such defined benefit pension plan has an accumulated funding deficiency,
unless Lender has been notified of such intent to voluntarily terminate
such plan and Lender has given its consent and agreed that such event shall
not constitute an Event of Default; or the plan administrator of any
Pension Benefit Plan of Borrower or an ERISA Affiliate of Borrower applies
under Section 412(d) of the Code for a waiver of the minimum funding
standards of Section 412(1) of the Code and Lender determines that the
substantial business hardship upon which the application for such waiver is
based could subject Borrower or any ERISA Affiliate of Borrower to a
liability in excess of $100,000.

17.1.13. LIQUIDATION OR DISSOLUTION. Borrower files a certificate of
dissolution under applicable state law or is liquidated or dissolved, or
has commenced against it any action or proceeding for its liquidation or
dissolution, or takes any corporate action in furtherance thereof.

17.1.14. SEIZURE OF ASSETS. All or any material part of the property
of Borrower, including but not limited to the Collateral, is nationalized,
expropriated, seized or otherwise appropriated, or custody or control of
such property or of Borrower is assumed by any Governmental Authority,
unless the same is being contested in good faith by appropriate proceedings
diligently pursued and a stay of enforcement is in effect.

17.1.15. RACKETEERING PROCEEDING. There is filed against Borrower any
civil or criminal action, suit or proceeding under any federal or state
racketeering statute (including, without limitation, the Racketeer
Influenced and Corrupt Organization Act of 1970), which action, suit or
proceeding is not dismissed within 120 days and could result in the
confiscation or forfeiture of any of the Collateral or any material
part of other property of Borrower.

17.1.16. LOAN DOCUMENTS; SECURITY INTERESTS. For any reason (other
than the failure of Lender to take any action available to it to create or
maintain perfection of the Security Interests created in favor of Lender)
any Loan Document ceases to be in full force and effect or any Security
Interest on any of the Collateral is not or ceases to be valid, perfected
and prior to all other Security Interests (other than

43
<PAGE> 53

relevant Permitted Security Interests) or is terminated, revoked or
declared void or invalid.

17.1.17. LOSS TO COLLATERAL. Any loss, theft, damage or destruction
of any of the Collateral occurs which is not covered by insurance as
required herein and has or is reasonably likely to have a Material Adverse
Effect on Borrower.

17.1.18. MATERIAL ADVERSE CHANGE. There occurs any material adverse
change in Borrower's property, business, operation, or condition (financial
or otherwise), or there occurs any event which has or is reasonably likely
to have a Material Adverse Effect on Borrower.

17.2. RIGHTS AND REMEDIES UPON AN EVENT OF DEFAULT.

17.2.1. CANCELLATION OF COMMITMENTS. Upon the occurrence of an
Event of Default described in Section 17.1.10, the Commitments shall be
deemed canceled without presentment, demand or notice of any kind. Upon
any other Event of Default, and at any time thereafter, Lender may cancel
the Commitments. Such cancellation may be without demand or notice of any
kind, which Borrower expressly waives.

17.2.2. ACCELERATION. Upon the occurrence of an Event of Default
described in Section 17.1.10, all of the outstanding Loan Obligations
shall automatically become immediately due and payable. Upon any other
Event of Default, and at any time thereafter, Lender may declare all of the
outstanding Loan Obligations immediately due and payable. Such
acceleration in either case may be without presentment, demand or notice of
any kind, which Borrower expressly waives.

17.2.3. RIGHT OF SET-OFF. Upon the occurrence of any Event of
Default and at any time and from time to time thereafter, Lender is hereby
authorized, without notice to Borrower (any such notice being expressly
waived by Borrower), to set off and apply against the Loan Obligations any
and all deposits (general or special, time or demand, provisional or final)
at any time held, or any other Indebtedness at any time owing by Lender to
or for the credit or the account of Borrower, irrespective of whether or
not Lender has made any demand under the Loan Documents and although such
Loan Obligations may be unmatured. The rights of Lender under this Section
are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which Lender may otherwise have.

17.2.4. NOTICE TO ACCOUNT DEBTORS. Upon the occurrence of any Event
of Default and at any time and from time to time thereafter, Lender may,
without prior notice to Borrower, notify any or all Account Debtors that
the Accounts have been assigned to Lender and that Lender has a Security
Interest therein, and Lender may direct, or Borrower, at Lender's
request, shall direct, any or all Account Debtors to make all payments
upon the Accounts directly to Lender.

<PAGE> 54
17.2.5. ENTRY UPON PREMISES AND ACCESS TO INFORMATION. Upon the
occurrence of any Event of Default and acceleration of the Loan Obligations
as provided herein, and at any time and from time to time thereafter,
Lender may (i) enter any premises leased or owned by Borrower where any
Personal Property Collateral is located (or is believed to be located)
without any obligation to pay rent to Borrower, or any other place or
places where Personal Property Collateral is believed to be located,
(ii) render Collateral usable or saleable, (iii) move movable Personal
Property Collateral to the premises of Lender or any agent of Lender for
such time as Lender may desire in order effectively to collect or liquidate
such Personal Property Collateral; (iv) take possession of, and make copies
and abstracts of, Borrower's original books and records, obtain access to
Borrower's data processing equipment, computer hardware and software
relating to any of the Collateral and, subject to any proprietary rights of
third parties, use all of the foregoing and the information contained
therein in any manner Lender deems appropriate in connection with the
exercise of Lender's rights; and (v) notify postal authorities to change
the address for delivery of Borrower's mail to an address designated by
Lender and to receive, open and process all mail addressed to Borrower.

17.2.6. BORROWER'S OBLIGATIONS. Upon the occurrence of an Event of
Default and acceleration of the Loan Obligations as provided herein,
Borrower shall, if Lender so requests, assemble all movable Personal
Property Collateral and make it available to Lender at the Project site.

17.2.7. EXERCISE OF RIGHTS AS SECURED PARTY. Upon an Event of
Default and acceleration of the Loan Obligations as provided herein, and at
any time and from time to time thereafter:

17.2.7.1. Lender may exercise its rights under the Account
Assignment;

17.2.7.2. Lender may exercise any or all of its rights
under the other Security Documents as a secured party under the UCC
and any other applicable Law or the terms thereof; and

17.2.7.3. Lender may sell or otherwise dispose of any or all
of the Collateral at public or private sale in a commercially
reasonable manner, for cash or credit, which sale Lender may postpone
from time to time by announcement at the time and place of sale
stated in the notice of sale or by announcement at any adjourned
sale without being required to give a new notice of sale, all as
Lender deems advisable. Lender may become the purchaser at any such
sale if permissible under applicable Law, and Lender may, in lieu of
actual payment of the purchase price, offset the amount thereof
against Borrower's Loan Obligations owing to Lender, and Borrower
agrees that Lender has no obligation to preserve rights to Collateral
against prior parties or to marshal any Collateral for the benefit
of any Person.

<PAGE> 55

In connection with the advertising for sale, selling, or otherwise
realizing upon any of the Collateral securing the obligations of
Borrower to Lender, Lender may use and is hereby granted a license to
use, without charge or liability to Lender therefor, any of
Borrower's labels, trade names, trademarks, trade secrets, service
marks, patents, patent applications, licenses, certificates of
authority, advertising materials, or any of Borrower's other
properties or interests in properties of similar nature, to the
extent that such use thereof is not prohibited by agreements under
which Borrower has rights therein, and all of Borrower's rights under
license, franchise and similar agreements shall inure to Lender's
benefit.

17.2.8. MISCELLANEOUS. Upon the occurrence of an Event of Default
and at any time thereafter, Lender may exercise any other rights and
remedies available to Lender under the Loan Documents or otherwise
available to Lenders at law or in equity.

17.3. APPLICATION OF FUNDS. Any funds received by Lender with respect to
the Loan Obligations, including proceeds of the Collateral, after acceleration
of the Loan Obligations as provided herein, shall be applied as follows: (i)
first, to reimburse Lender for any amounts due to Lender under Section 18.7;
(ii) second, to reimburse to Lender all unreimbursed costs and expenses paid or
incurred by Lender that are payable or reimbursable by Borrower hereunder; (iii)
third, to reimburse to Lender all unreimbursed costs and expenses paid or
incurred by Lender (including costs and expenses incurred by Lender as Lender
that are not reimbursable as provided in the preceding clause) that are payable
or reimbursable by Borrower hereunder; (iv) fourth, to payment of accrued and
unpaid fees due under the Loan Documents and all other amounts due under the
Loan Documents (other than the Loans and interest accrued thereon); (v) fifth,
to payment of interest accrued on the Loans; (vi) sixth, to payment of the
Loans; and (vii) seventh, to payment of the other Loan Obligations. Any amounts
remaining after the application of funds and proceeds as provided in this
Section shall be paid to Borrower, or to such other Persons as are legally
entitled thereto.

17.4. LIMITATION OF LIABILITY; WAIVER. Lender shall not be liable to
Borrower as a result of any commercially reasonable possession, repossession,
collection or sale by Lender of Collateral; and Borrower hereby waives all
rights of redemption from any such sale and the benefit of all valuation,
appraisal and exemption laws. If Lender seeks to take possession of any of
the Collateral by replevin or other court process after an Event of Default,
Borrower hereby irrevocably waives (i) the posting of any bonds, surety and
security relating thereto required by any statute, court rule or otherwise as
an incident to such possession, (ii) any demand for possession of the
Collateral prior to the commencement of any suit or action to recover
possession thereof, (iii) any requirement that Lender retain possession and not
dispose of any Collateral until after trial or final judgment, and (iv) to the
extent permitted by applicable law, all rights to notice and hearing prior to
the exercise by Lender of its right to repossess the Collateral without
judicial process or to replevy, attach or levy upon the Collateral without
notice or hearing. No Lender shall have any obligation to preserve rights to
the Collateral or to marshall any Collateral for the benefit of any Person.

<PAGE> 56

17.5. NOTICE. Any notice of intended action required to be given by either
Lender (including notice of a public or private sale of Collateral), if given
as provided in Section 19.1 at least 10 days prior to such proposed action,
shall be effective and constitute reasonable and fair notice to Borrower.

18. GENERAL.

18.1. LENDER'S RIGHT TO CURE. Lender may from time to time, in its
absolute discretion, for Borrower's account and at Borrower's expense, pay any
amount or do any act required of Borrower under the Loan Documents or
requested by Lender to preserve, protect, maintain or enforce the Loan
Obligations, the Collateral or Lenders Security Interests therein, and which
Borrower fails to pay or do, including payment of any judgment against Borrower
which remains unpaid for a period of thirty days, insurance premium, Taxes or
assessments, warehouse charge, finishing or processing charge, landlord's
claim, and any other Security Interest upon or with respect to the Collateral.
All payments that Lender makes pursuant to this Section and all out-of-pocket
costs and expenses that Lender pays or incurs in connection with any action
taken by them hereunder shall be a part of the Loan Obligations, the repayment
of which shall be secured by the Collateral. Any payment made or other action
taken by Lender pursuant to this Section shall be without prejudice to any
right to assert an Event of Default hereunder and to pursue Lender's other
rights and remedies with respect thereto.

18.2. RIGHTS NOT EXCLUSIVE. Every right granted to Lender hereunder or
under any other Loan Document or allowed to them at law or in equity shall be
deemed cumulative and may be exercised from time to time.

18.3. SURVIVAL OF AGREEMENTS. All covenants and agreements made herein
and in the other Loan Documents shall survive the execution and delivery of
this Agreement, the Notes and other Loan Documents and the making of every
Advance. All agreements, obligations and liabilities of Borrower under the
Loan Documents concerning the payment of money to Lender, including Borrower's
obligations under Sections 18.6 and 18.7, but excluding the obligation to repay
the Loans and interest accrued thereon, shall survive the repayment in full of
the Loans and interest accrued thereon, the return of the Notes to Borrower,
and the termination or cancellation of the Commitments.

18.4. SALE OF PARTICIPATIONS. Lender may sell participations to one or
more banks or other entities in all or a portion of its rights and obligations
under this Agreement provided that the terms of sale satisfy the following
requirements:

18.4.1. Lender's obligations under this Agreement shall remain
unchanged.

18.4.2. Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations.

18.4.3. Lender shall remain the holder of any Notes issued to it
for the purpose of this Agreement.

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<PAGE> 57

18.4.4. Borrower and Lender shall continue to deal solely and
directly with each other in connection with Lender's rights and
obligations under this Agreement and with regard to Advances and payments
to be made under this Agreement. Participation agreements between Lender
and its participants may, however, provide that Lender will obtain the
approval of such participant prior to Lender agreeing to any amendment or
waiver of any provisions of this Agreement which would (i) extend the
maturity of the Notes, (ii) reduce the interest rate on the Loans, (iii)
increase any of the Commitments of the Lender granting the participation,
or (iv) release all or any substantial part of the Collateral other than in
accordance with the terms of the Loan Documents.

The sale of any such participations which require Borrower to file a
registration statement with the SEC or under the securities laws of any state
shall not be permitted.

18.5. ASSIGNMENTS TO AFFILIATES. Lender may assign all or any portion of
its interest in the Loans to its Affiliates without the acceptance or consent
of Lender or Borrower, and may assign all or any portion of its interest in the
Loans to the Federal Reserve Bank without acceptance or approval of Lender or
Borrower and without payment of any fees.

18.6. PAYMENT OF EXPENSES. Borrower agrees to pay or reimburse to Lender
all of Lender's out-of-pocket costs incurred in connection with Lender's due
diligence review before execution of the Loan Documents; the negotiation and
preparation of the commitment letters and the Loan Documents; the perfection of
Lender's Security Interest in any Collateral; the interpretation of any of the
Loan Documents; the enforcement of Lender's rights and remedies under the Loan
Documents after a Default or Event of Default; any amendment of or
supplementation to any of the Loan Documents; and any waiver, consent or
forbearance with respect to any Default or Event of Default. Borrower further
agrees to pay or reimburse to Lender all of Lender's out-of-pocket costs
incurred in connection with the enforcement of Lender's rights and remedies
under the Loan Documents after a Default or Event of Default. Out-of-pocket
costs may include but are not limited to the following, to the extent they are
actually paid or incurred: title insurance fees and premiums; the cost of
searches for Security Interests existing against Borrower; recording and filing
fees; fees for all required appraisals; environmental consultant fees;
litigation costs; and all attorneys' and paralegals' expenses and reasonable
fees. Attorneys' and paralegals' expenses may include but are not limited to
filing charges; telephone, data transmission, facsimile and other communication
costs; courier and other delivery charges; and photocopying charges.
Litigation costs may include but are not limited to filing fees, deposition
costs, expert witness fees, expenses of service of process, and other such
costs paid or incurred in any administrative, arbitration,, or court
proceedings involving Lender and Borrower, including proceedings under the
Federal Bankruptcy Code. All costs which Borrower is obligated to pay or
reimburse to Lender are Loan Obligations payable on demand and are secured by
the Collateral.

18.7. GENERAL INDENMITY.

18.7.1. Borrower shall indemnify and hold harmless Lender and its
directors, officers, employees, agents, and representatives (the
"Indemnified Parties")

<PAGE> 58

for, from and against, and promptly reimburse the Indemnified Parties for,
any and all claims, damages, liabilities, losses, costs and expenses
(including reasonable attorneys' fees and expenses and amounts paid in
settlement) incurred, paid or sustained by the Indemnified Parties in
connection with, arising out of, based upon or otherwise involving or
resulting from any threatened, pending or completed action, suit,
investigation or other proceeding by, against or otherwise involving the
Indemnified Parties and in any way dealing with, relating to or otherwise
involving this Agreement, any of the other Loan Documents, or any
transaction contemplated hereby or thereby, except to the extent that they
arise from the gross negligence, bad faith, or willful misconduct of any of
the Indemnified Parties. Borrower shall indemnify and hold harmless the
Indemnified Parties for, from and against, and promptly reimburse the
Indemnified Parties for, any and all claims, damages, liabilities, losses,
costs and expenses (including reasonable attorneys' and consultant fees and
expenses, investigation and laboratory fees, removal, remedial, response
and corrective action costs, and amounts paid in settlement) incurred, paid
or sustained by the Indemnified Parties as a result of the manufacture,
storage, transportation, release or disposal of any Hazardous Material on,
from, over or affecting any of the Collateral or any of the assets,
properties, or operations of Borrower or any predecessor in interest,
directly or indirectly, except to the extent that they arise from the gross
negligence, bad faith or willful misconduct of any of the Indemnified
Parties.

18.7.2. The obligations of Borrower under this Section 18.7
shall survive the termination or cancellation of the Commitments, the
payment and satisfaction of all of the Loan Obligations, and the release of
the Collateral.

18.7.3. To the extent that any of the indemnities required from
Borrower under this Section are unenforceable because they violate any Law
or public policy, Borrower shall pay the maximum amount which it is
permitted to pay under applicable Law.

18.8. LOAN RECORDS. The date and amount of all Advances and payments of
amounts due from Borrower under the Loan Documents will be recorded in the
Lender's records and the records that Lender normally maintains for such type
of transactions. The failure to record, or any error in recording, any of the
foregoing shall not, however, affect the obligation of Borrower to repay the
Loans and other amounts payable under the Loan Documents. Borrower shall have
the burden of proving that Lender's or Lender's records are not correct.
Borrower agrees that Lender's or Lender's books and records showing the Loan
Obligations and the transactions pursuant to this Agreement shall be
admissible in any action or proceeding arising therefrom, and shall constitute
prima facie proof thereof, irrespective of whether any Loan Obligation is also
evidenced by a promissory note or other instrument. Lender will provide to
Borrower a monthly statement of Advances, payments, and other transactions
pursuant to this Agreement. Such statements shall be deemed correct, accurate
and binding on Borrower and an account stated (except for reversals and
reapplications of payments as provided in Section 7.6 and corrections of errors
discovered by Lender), unless Borrower notifies Lender in writing to the
contrary within 30 days after such statement is rendered. In the event a
timely

<PAGE> 59

written notice of objections is given by Borrower, only the items to which
exception is expressly made will be considered to be disputed by Borrower.

18.9. OTHER SECURITY AND GUARANTIES. Lender may, without notice or demand
and without affecting Borrower's obligations hereunder, from time to time: (a)
take from any Person and hold collateral (other than the Collateral) for the
payment of all or any part of the Loan Obligations and exchange, enforce and
release such collateral or any part thereof; and (b) accept and hold any
endorsement or guaranty of payment of all or any part of the Loan Obligations
and release or substitute any such endorser or guarantor, or any Person who has
given any Security Interest in any other collateral as security for the payment
of all or any part of the Loan Obligations, or any other Person in any way
obligated to pay all or any part of the Loan Obligations.

19. MISCELLANEOUS.

19.1. NOTICES. All notices, consents, requests and demands to or upon the
respective parties hereto shall be in writing, and shall be deemed to have
been given or made when delivered in person to those Persons listed on the
signature pages hereof or two days after being deposited in the United States
mail, postage prepaid, or, in the case of telegraphic notice, or the overnight
courier services, when delivered to the telegraph company or overnight courier
service, or in the case of telex or telecopy notice, when sent, verification
received, in each case addressed as set forth on the signature pages hereof, or
such other address as either party may designate by notice to the other in
accordance with the terms of this paragraph. No notice given to or demand made
on Borrower by any Lender in any instance shall entitle Borrower to notice or
demand in any other instance.

19.2. AMENDMENTS, WAIVERS AND CONSENTS. Unless otherwise provided herein,
no amendment to or waiver of any provision of this Agreement, or of any of the
other Loan Documents, nor consent to any departure by Borrower herefrom or
therefrom, shall be effective unless it is in writing and signed by authorized
officers of Borrower and Lender. No notice to or demand on Borrower in any
case shall entitle Borrower to any other or further notice or demand in similar
or other circumstances. No failure by any Lender to exercise, and no delay by
any Lender in exercising, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise by Lender
of any right, remedy, power or privilege hereunder preclude any other exercise
thereof, or the exercise of any other right, remedy, power or privilege. Each
and every right granted to Lender hereunder or under any other Loan Document or
other document delivered hereunder or in connection with this Agreement or
allowed to them at law or in equity shall be deemed cumulative and may be
exercised from time to time.

19.3. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and all future holders of the Notes
and their respective successors and assigns, except that Borrower may not
assign, delegate or transfer any of its rights or obligations under this
Agreement without the prior written consent of Lender. With respect to
Borrower's successors and assigns, such successors and assigns shall include
any receiver, trustee or debtor-in-possession of or for Borrower.

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<PAGE> 60

19.4. SEVERABILITY. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or lack of authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction unless the ineffectiveness of such
provision would result in such a material change as to cause completion of the
transactions contemplated hereby to be unreasonable.

19.5. COUNTERPARTS. This Agreement may be executed by the parties hereto
on any number of separate counterparts, and all such counterparts taken
together shall constitute one and the same instrument. It shall not be
necessary in making proof of this Agreement to produce or account for more than
one counterpart signed by the party to be charged.

19.6. GOVERNING LAW; NO THIRD PARTY RIGHTS. This Agreement, the other
Loan Documents and the Notes and the rights and obligations of the parties
hereunder and thereunder shall be governed by and construed and interpreted in
accordance with the internal laws of the State of Missouri applicable to
contracts made and to be performed wholly within such state, without regard to
choice or conflict of laws provisions; except that the provisions of the Loan
Documents pertaining to the creation or perfection of Security Interests or the
enforcement of the rights of Lender in Collateral located in states other than
Missouri, if any, and other related matters subject to the law of such states,
shall be governed by the laws of such States. This Agreement is solely for the
benefit of the parties hereto and their respective successors and assigns, and
no other Person shall have any right, benefit, priority or interest under, or
because of the existence of, this Agreement.

19.7. COUNTERPART FACSIMILE EXECUTION. For purposes of this Agreement, a
document (or signature page thereto) signed and transmitted by facsimile
machine or telecopier is to be treated as an original document. The signature
of any Person thereon, for purposes hereof, is to be considered as an original
signature, and the document transmitted is to be considered to have the same
binding effect as an original signature on an original document. At the
request of any party hereto, any facsimile or telecopy document is to be
re-executed in original form by the Persons who executed the facsimile or
telecopy document. No party hereto may raise the use of a facsimile machine or
telecopier or the fact that any signature was transmitted through the use of a
facsimile or telecopier machine as a defense to the enforcement of this
Agreement or any amendment or other document executed in compliance with this
Section.

19.8. NO OTHER AGREEMENTS. There are no other agreements between Lender
and Borrower, oral or written, concerning the subject matter of the Loan
Documents, and all prior agreements concerning the same subject matter,
including the Commitment Letter, are merged into the Loan Documents and thereby
extinguished.

19.9. INCORPORATION BY REFERENCE. All of the terms of the other Loan
Documents are incorporated in and made a part of this Agreement by this
reference.

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<PAGE> 61

20. CHOICE OF FORUM. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE,
BORROWER AND LENDER HEREBY AGREE TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL
COURTS OF THE EASTERN DISTRICT OF MISSOURI, AND THE STATE COURTS OF MISSOURI
LOCATED IN ST. LOUIS COUNTY OR THE CITY OF ST. LOUIS, MISSOURI, AND WAIVE ANY
OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY ACTION
INSTITUTED THEREIN, AND AGREE THAT ANY DISPUTE CONCERNING THE RELATIONSHIP
BETWEEN LENDER AND BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH
THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE
COURTS DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING: (1) LENDER SHALL HAVE
THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN
ANY COURTS OF ANY OTHER JURISDICTION LENDER DEEMS NECESSARY OR APPROPRIATE IN
ORDER TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN
OBLIGATIONS, AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS
FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

21. SERVICE OF PROCESS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO BORROWER AT ITS ADDRESS
SET FORTH ON THE SIGNATURE PAGES HEREOF, AND SERVICE SO MADE SHALL BE DEEMED TO
BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE
U.S. MAILS CERTIFIED OR REGISTERED. NOTHING IN THIS SECTION SHALL AFFECT THE
RIGHT OF LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

22. STATUTORY NOTICE. The following notice is given pursuant to Section
432.045 of the Missouri Revised Statutes; nothing contained in such notice
shall be deemed to limit or modify the terms of the Loan Documents:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR)
FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING
SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MODIFY IT.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

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

LABARGE/STC, INC. LABARGE WIRELESS, INC.
by its President by its President

Craig E. LaBarge Craig E. LaBarge
- ------------------------- -------------------------

Notice Address: Notice Address:
LaBarge, Inc. LaBarge, Inc.
- ------------------------- 707 N. Second St.
707 N. Second St. St. Louis, MO 63102
- ------------------------- Attn: William J. Maender
St. Louis, MO 63102 FAX# 982-9437
- ------------------------- TEL# 231-5960
Attn: William J. Maender
--------------------
FAX# 982-9437
TEL# 231-5960

LABARGE, INC. THE BOATMEN'S NATIONAL BANK OF
by its President ST. LOUIS
by its Vice President

Craig E. LaBarge Jeffrey S. Potts
- ------------------------- -------------------------
Craig E. LaBarge Jeffrey S. Potts

Notice Address: Notice Address:
LaBarge, Inc. One Boatmen's Plaza, 12th Floor
707 N. Second St. 800 Market Street, LBP 3501
St. Louis, MO 63102 St. Louis, MO 63101
Attn: William J. Maender Attn: Jeffrey S. Potts
FAX# 982-9437 FAX# 466-7783
TEL# 231-5960 TEL# 466-6061

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EXHIBIT 2.1

GLOSSARY AND INDEX OF DEFINED TERMS

"Account Debtor": the obligor on any Account.

"Account": as to any Person, the right of such Person to payment for goods sold
or leased or for services rendered by such Person.

"Acquiring Company": the Person obligated to pay or provide the consideration
payable in connection with a Permitted Acquisition upon the consummation
thereof.

"Advance": either a Term Advance or a Revolving Advance.

"Affiliate": with respect to any Person, (a) any other Person who is a
partner, director, officer or stockholder of such Person; and (b) any other
Person which, directly or indirectly, is in control of, is controlled by or is
under common control with such Person, and any partner, director, officer or
stockholder of such other Person described. For purposes of this Agreement,
control of a Person by another Person shall be deemed to exist if such other
Person has the power, directly or indirectly, either to (i) vote twenty percent
(20%) or more of the securities having the power to vote in an election of
directors of such Person, or (ii) direct the management of such Person, whether
by contract or otherwise and whether alone or in combination with others.

"Alternate Base Rate Accrual": as to any Loan, the accrual of interest at the
Alternate Base Rate.

"Asbestos Material": either asbestos or asbestos-containing materials.

"Assigned Collateral": any tangible or intangible property of Borrower, now
owned or hereafter acquired, other than the Real Property Collateral and the
Personal Property Collateral in which Lender holds or will hold a Security
Interest under a Collateral Assignment to secure payment or performance of any
of the Loan Obligations as required or contemplated under Section 9.3, and all
proceeds thereof

"Borrowing Base Certificate": the certificate required to be delivered to
Lender as provided in Section 14.14.

"Borrowing Officer": each officer of Borrower who is authorized to submit a
request for an Advance.

"Business Day": a day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close under the laws of either
the United States or the States of Missouri or Colorado.

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"Capital Expenditure": an expenditure for an asset that must be depreciated or
amortized under GAAP, for goodwill, or for any asset that under GAAP must be
treated as a capital asset, including payments under Capital Leases.

"Capital Lease": any lease that has been or should be capitalized under GAAP.

"Charter Documents": the articles or certificate of incorporation and bylaws of
a corporation; the certificate of limited partnership and partnership agreement
of a limited partnership; the partnership agreement of a general partnership;
or the indenture of a trust.

"Claims Act": the Assignment of Claims Act of 1940, as amended from time to
time.

"Code": the Internal Revenue Code of 1986, as amended from time to time, and
all regulations thereunder of the IRS.

"Collateral Assignment": any of the collateral assignments required or
contemplated under Section 9.3 to be executed and delivered to Lender, as it
may be amended, restated, or replaced from time to time.

"Collateral": all of the Real Property Collateral, Personal Property
Collateral, and other property in which Lender has a Security Interest to
secure payment or performance of the Loan Obligations.

"Contract": any contract, note, bond, indenture, deed, mortgage, deed of trust,
security agreement, pledge, hypothecation agreement, assignment, or other
agreement or undertaking, or any security.

"Corporate Base Rate": the per annum interest rate designated from time to time
by Administrative Lender as its Corporate Base Rate, which is a reference rate
and does not necessarily represent the lowest or best rate charged to any
customer of Administrative Lender.

"Default": any of the events listed in Section 17.1 of this Agreement, without
giving effect to any requirement for the giving of notice, for the lapse of
time, or both, or for the happening of any other condition, event or act.

"Default Rate": the rate of interest payable on the Loans after their Maturity
or upon the occurrence of an Event of Default as provided in Section 4.8.

"Disclosure Schedule": the Disclosure Schedule of Borrower attached hereto as
Exhibit 12.

"DOL": the United States Department of Labor.

"Dollars": and the sign "$", lawful money of the United States.

"Effective Date": the date when this Agreement is effective as provided in
Section 1.

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"Execution Date": the date when this Agreement is executed by Borrower and
Lender.

"Employment Law": ERISA, the Occupational Safety and Health Act, the Fair Labor
Standards Act, or any other Law pertaining to the terms or conditions of labor
or safety in the workplace or discrimination or sexual harassment in the
workplace.

"Encumbrance": as to any item of real or personal property, any easement,
right-of-way, license, condition, or restrictive covenant, or zoning or similar
restriction, that is not a Security Interest but is enforceable by any Person
other than the record owner of such property.

"Environmental Law": the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Water Act, the Clean Air Act, or any other Law pertaining to environmental
quality or remediation of Hazardous Material.

"EPA": the United States Environmental Protection Agency.

"ERISA Affiliate": as to any Person, any trade or business (irrespective of
whether incorporated) which is a member of a group of which such Person is a
member and thereafter treated as a single employer under Section 414(b), (c),
(m) or (o) of the Code or applicable Treasury Regulations.

"ERISA": the Employee Retirement Income Security Act of 1974, as amended from
time to time.

"Event of Default": any of the events listed in Section 17.1 of this Agreement
as to which any requirement for the giving of notice, for the lapse of time, or
both, or for the happening of any further condition, event or act has been
satisfied.

"Execution Date": the date when this Agreement has been executed.

"Existing Default": a Default which has occurred and is continuing, or an Event
of Default which has occurred, and which has not been waived in writing by
Lender.

"Financial Statements": financial statements of Borrower that are furnished to
Lender as required in Section 14.13 of this Agreement.

"FRB": the Board of Governors of the Federal Reserve System and any successor
thereto or to the functions thereof.

"GAAP": those generally accepted accounting principles set forth in Statements
of the Financial Accounting Standards Board and in Opinions of the Accounting
Principles Board of the American Institute of Certified Public Accountants or
which have other substantial authoritative support in the United States and are
applicable in the circumstances, as applied on a consistent basis.

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"Governmental Authority": the federal government of the United States; the
government of any foreign country that is recognized by the United States or is
a member of the United Nations; any state of the United States; any local
government or municipality within the territory or under the jurisdiction of
any of the foregoing; any department, agency, division, or instrumentality of
any of the foregoing; and any court, arbitrator, or board of arbitrators whose
orders or judgements are enforceable by or within the territory of any of the
foregoing.

"Group": as used in Regulation 13-D issued by the Securities and Exchange
Commission.

"Hazardous Material": any hazardous, radioactive, toxic, solid or special
waste, material, substance or constituent thereof, or any other such substance
(as defined under any applicable law or regulation), including Asbestos
Material. "Hazardous Material" does not include materials or products
containing hazardous constituents which are not considered to be waste under
the applicable Environmental Law or which are considered to be waste but are
transported, handled or disposed of in accordance with the applicable
Environmental Law, or Asbestos Material which is not friable.

"Indebtedness": as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money; (ii) to
pay the deferred purchase price of property or services; (iii) to make payments
or reimbursements with respect to bank acceptances or to a factor; (iv) to make
payments or reimbursements with respect to letters of credit whether or not
there have been drawings thereunder; (v) with respect to which there is any
Security Interest in any property of such Person; (vi) to make any payment or
contribution to a Multi-Employer Plan; (vii) that is evidenced by a note, bond,
debenture or similar instrument; (viii) under any conditional sale agreement or
title retention agreement; or (ix) to pay interest or fees with respect to any
of the foregoing.

"Indirect Obligation": as to any Person, (a) any guaranty by such Person of any
Obligation of another Person; (b) any Security Interest in any property of such
Person that secures any Obligation of another Person, (c) any enforceable
contractual requirement that such Person (i) purchase an Obligation of another
Person or any property that is security for such Obligation, (ii) advance or
contribute funds to another Person for the payment of an Obligation of such
other Person or to maintain the working capital, net worth or solvency of such
other Person as required in any documents evidencing an Obligation of such
other Person, (iii) purchase property, securities or services from another
Person for the purpose of assuring the beneficiary of any Obligation of such
other Person that such other Person has the ability to timely pay or discharge
such Obligation, (iv) grant a Security Interest in any property of such Person
to secure any Obligation of another Person, or (v) otherwise assure or hold
harmless the beneficiary of any Obligation of another Person against loss in
respect thereof; and (d) any other contractual requirement enforceable against
such Person that has the same substantive effect as any of the foregoing. The
term "Indirect Obligation" does not, however, include the endorsement by a
Person of instruments for deposit or collection in the ordinary course of
business or the liability of a general partner of a partnership for Obligations
of such partnership. The amount of any Indirect Obligation of a Person shall
be deemed to be the stated or determinable amount of the Obligation in respect
of which such Indirect Obligation is made or,

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if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by such Person in good faith.

"Initial Financial Statements": the financial statements of Borrower referred
to in Section 12.13.

"Insurance/Condemnation Proceeds": insurance proceeds payable as a consequence
of damage to or destruction of any of the Collateral and proceeds payable as a
consequence of condemnation or sale in lieu of condemnation of any of the
Collateral.

"Intellectual Property": as to any Person, any domestic or foreign patents or
patent applications of such Person, any inventions made or owned by such Person
upon which either domestic or foreign patent applications have not yet been
filed, any domestic or foreign trade names or trademarks of such Person, any
domestic or foreign trademark registrations or applications filed by such
Person, any domestic or foreign service marks of such Person, any domestic or
foreign service mark registrations and applications by such Person, any
domestic or foreign copyrights of such Person, and any domestic or foreign
copyright registrations or applications by such Person.

"Interest Hedge Obligation": any obligations of Borrower to Lender under an
agreement or agreements between Borrower and Lender under which the exposure of
Borrower to fluctuations in interest rates is effectively limited, whether in
the form of interest rate cap, collar, or corridor agreements, interest rate
swaps, or the like, or options therefor.

"Interest Period": the period during which a particular Adjusted LIBOR Rate
applies to the Loans, as selected by Borrower as provided in Section 4.4.

"Inventory": goods owned and held by a Person for sale, lease or resale or
furnished or to be furnished under contracts for services, and raw materials,
goods in process, materials, component parts and supplies used or consumed, or
held for use or consumption in such Person's business.

"Investment": (a) a loan or advance of money or property to a Person, (b)
stock or other equity interest in a Person, (c) a debt instrument issued by a
Person, whether or not convertible to stock or other equity interest in such
Person, or (d) any other interest in or rights with respect to a Person which
include, in whole or in part, a right to share, with or without conditions or
restrictions, some or all of the revenues or net income of such Person.

"IRS": the Internal Revenue Service.

"Law": any statute, rule, regulation, order, judgment, award or decree of any
Governmental Authority.

"Lender": The Boatmen's National Bank of St. Louis.

"Lending Office": One Boatmen's Plaza, 800 Market Street, P.O. Box 236, St.
Louis, MO 63166-0236.

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"Letter of Credit Commitment": the commitment of Lender to issue letters of
credit as provided in Section 3.3.

"Letter of Credit Exposure": the undrawn amount of all outstanding letters of
credit issued by Lender for the account of Borrower plus all amounts drawn on
such letters of credit and not yet reimbursed to Lender by Borrower.

"LIBOR Accrual": the accrual of interest at the Adjusted LIBO Rate.

"Loan": a Revolving Loan or the Term Loan, or when in the plural form "Loans",
all the Revolving Loans and the Term Loan.

"Loan Documents": this Agreement, the Notes, the Security Documents and all
other agreements, certificates, documents, instruments and other writings
executed in connection herewith.

"Loan Obligations": all of Borrower's Indebtedness owing to Lender under the
Loan Documents, whether as principal, interest, fees or otherwise, all
reimbursement obligations of Borrower to Lender with respect to the Letter of
Credit Exposure, all other obligations and liabilities of Borrower to Lender
under the Loan Documents and all Interest Hedge Obligations (in each case
including all extensions, renewals, modifications, rearrangements,
restructures, replacements and refinancings of the foregoing, whether or not
the same involve modifications to interest rates or other payment terms),
whether now existing or hereafter created, absolute or contingent, direct or
indirect, joint or several, secured or unsecured, due or not due, contractual
or tortious, liquidated or unliquidated, arising by operation of law or
otherwise, and whether or not presently contemplated by Borrower and Lender in
the Loan Documents.

"Material Adverse Effect": as to any Person and with respect to any event or
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, investigation or proceeding), a material adverse
effect on the business, operations, revenues, financial condition, property, or
business prospects of such Person taken as a whole, or the value of the
Collateral, or the ability of such Person to timely pay or perform such
Person's Obligations generally, or in the case of Borrower specifically, the
ability of Borrower to pay or perform any of Borrower's Obligations to Lender,
or in the case of a Guarantor, the ability of such Guarantor to pay or perform
any of its Guaranteed Obligations (as defined in its Guaranty).

"Material Agreement": as to any Person, any Contract to which such Person is a
party or by which such Person is bound which, if violated or breached, would
have a Material Adverse Effect on such Person, Borrower or any Guarantor.

"Material Law": any Law whose violation by a Person would have a Material
Adverse Effect on such Person.

"Material License": (i) as to any Person, any license, permit or consent from a
Governmental Authority or other Person and any registration and filing with a
Governmental Authority or other Person which if not obtained, held or made
would have a Material Adverse Effect on

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Borrower or a Guarantor, and (ii) as to any Person who is a party to this
Agreement or any of the other Loan Documents, any license, permit or consent
from a Governmental Authority or other Person and any registration or filing
with a Governmental Authority or other Person that is necessary for the
execution or performance by such party, or the validity or enforceability
against such party, of this Agreement or such other Loan Document.

"Material Obligation": as to any Person, an Obligation of such Person which if
not fully and timely paid or performed would have a Material Adverse Effect on
such Person.

"Material Proceeding": any litigation, investigation or other proceeding by or
before any Governmental Authority (i) which involves any of the Loan Documents
or any of the transactions contemplated thereby, or involves Borrower as a
party or any property of Borrower, and would have a Material Adverse Effect on
Borrower if adversely determined, (ii) in which there has been issued an
injunction, writ, temporary restraining order or any other order of any nature
which purports to restrain or enjoin the making of any Advance, the
consummation of any other transaction contemplated by the Loan Documents, or
the enforceability of any provision of any of the Loan Documents, (iii) which
involves the actual or alleged breach or violation by Borrower of, or default
by Borrower under, any Material Agreement, or (iv) which involves the actual or
alleged violation by Borrower of any Material Law.

"Maturity Date": the date specified in Section 6.1.

"Maturity": as to any Indebtedness, the time when it becomes payable in full,
whether at a regularly scheduled time, because of acceleration or otherwise.

"Mortgage": any deed of trust or mortgage required or contemplated under
Section 9.1 to be executed and delivered to Lender, as it may be amended,
restated, or replaced from time to time.

"Multi-employer Plan": a Pension Benefit Plan which is a multi-employer plan as
defined in Section 4001(a)(3) of ERISA.

"Note": either the Revolving Note or the Term Note, or when in the plural form
"Notes", both the Revolving Note and the Term Note.

"Obligation": as to any Person, any Indebtedness of such Person, any guaranty
by such Person of any Indebtedness of another Person, and any contractual
requirement enforceable against such Person that does not constitute
Indebtedness of such Person or a guaranty by such Person but which would
involve the expenditure of money by such Person if complied with or enforced.

"Operating Lease": any lease that is not a Capital Lease.

"PBGC": the Pension Benefit Guaranty Corporation.

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"Pension Benefit Plan": any pension or profit-sharing plan which is covered by
Title I of ERISA and all other benefit plans and in respect of which a Person
or a Commonly Controlled Entity of such Person is an "employer" as defined in
Section 3(5) of ERISA, excluding any Multi-employer Plan.

"Permitted Acquisition": any acquisition by Borrower of stock or other equity
interest in a Person or all or a material part of the assets of a Person which
is permitted as provided in Section 15.6.

"Permitted Encumbrances": as to any Real Property Collateral, the encumbrances
permitted by Lender in its absolute discretion and identified as Permitted
Encumbrances in the Mortgage covering such Real Property Collateral.

"Permitted Indebtedness": Indebtedness that Borrower is permitted under Section
15.2 to incur, assume, or allow to exist.

"Permitted Indirect Obligations": Indirect Obligations that Borrower may
create, incur, assume or allow to exist as permitted in Section 15.4.

"Permitted Indirect Obligations": Indirect Obligations that Borrower is
permitted under Section 15.4 to create, incur, assume, or allow to exist.

"Permitted Investments": Investments that Borrower is permitted under Section
15.1 to make in other Persons.

"Permitted Security Interests": Security Interests that Borrower is permitted
under Section 15.5 to create, incur, assume, or allow to exist.

"Person": any individual, partnership, corporation, trust, unincorporated
association, joint venture, limited liability company, limited liability
partnership, Governmental Authority, or other organization in any form that has
the legal capacity to sue or be sued. If the context so implies or requires,
the term Person includes Borrower.

"Personal Property Collateral": all of the Goods, Equipment, Accounts,
Inventory, Instruments, Documents, Chattel Paper, General Intangibles, and
other personal property and Fixtures of Borrower, whether now owned or
hereafter acquired, in which Lender holds or will hold a Security Interest
under the Security Agreement to secure the payment or performance of any of the
Loan Obligations as required or contemplated in Section 9.2, and all proceeds
thereof.

"Qualified Financial Institution": a commercial bank chartered under the laws
of the United States or any state thereof having capital and surplus of not
less than $250,000,000.

"Real Property Collateral": all real property of Borrower, whether now owned or
hereafter acquired, in which Lender holds or will hold Security Interest to
secure the payment or performance of any of the Loan Obligations as required or
contemplated under Section 9.2, and all income therefrom and proceeds thereof.

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"Real Property Lease Collateral": all leases of real property under which
Borrower is a tenant or lessee and which are assigned or will be assigned to
Lender to secure the payment or performance of any of the Loan Obligations as
required or contemplated under Section 9.3 and all income therefrom and
proceeds thereof.

"Regulation D", "Regulation G", and "Regulation U": respectively, Regulation D
issued by the FRB, Regulation G issued by the FRB, and Regulation U issued by
the FRB.

"Reportable Event": a reportable event as defined in Title IV of ERISA or the
regulations thereunder.

"Responsible Officer": as to any Person that is not an individual, partnership
or trust, the Chairman of the Board of Directors, the President, the chief
executive officer, the chief operating officer, the chief financial officer,
the Treasurer, any Assistant to the Treasurer, or any Vice President in charge
of a principal business unit; as to any partnership, any individual who is a
general partner thereof or any individual who has general management or
administrative authority over all or any principal unit of the partnership's
business; and as to any trust, any individual who is a trustee.

"Revolving Advance": an advance to Borrower under the Revolving Commitment.

"Revolving Commitment": the commitment of Lender as stated in Section 3.1.1 to
make Revolving Advances.

"Revolving Loan": the from time to time outstanding principal balance of a
Revolving Advance.

"Revolving Note": the note delivered to each Lender as required by Section
3.1.3 to evidence Borrower's obligation to repay the Revolving Loan of made by
Lender.

"Security Agreement": any security agreement required or contemplated under
Section 9.2 to be executed and delivered to Lender, and all amendments,
restatements, and replacements thereof.

"Security Documents": all of the documents required or contemplated to be
executed and delivered to Lender under Section 9, and any similar documents at
any time executed and delivered to Lender, by Borrower or any other Person to
secure payment or performance of any of the Loan Obligations, and all
amendments, restatements, and replacements thereof.

"Security Interest": as to any item of tangible or intangible property, any
interest therein or right with respect thereto that secures an Obligation or
Indirect Obligation, whether such interest or right is created under a Contract,
or by operation of law or statute (such as but not limited to a statutory lien
for work or materials), or as a result of a judgment, or which arises under any
form of preferential or title retention agreement or arrangement (including a
conditional sale agreement or a lease) that has substantially the same economic
effect as any of the foregoing.

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"Solvent": as to any Person, such Person not being "insolvent" within the
meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform
Fraudulent Transfer Act (the "UFTA") or Section 428.014 of the Missouri Revised
Statutes, (ii) such Person not having unreasonably small capital, within the
meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section
428.024 of the Missouri Revised Statutes, and (iii) such Person not being
unable to pay such Person's debts as they become due within the meaning of
Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 428.024 of
the Missouri Revised Statutes.

"Subordinated Indebtedness": the Indebtedness of Borrower under 12%
Subordinated Notes of Borrower due May 15, 1998, outstanding on the Execution
Date and issued pursuant to the Indenture dated as of January 1, 1995, between
Borrower and Mark Twain Bank, as trustee, and all other Indebtedness of
Borrower that is subordinated to the Loan Obligations pursuant to documents
that are satisfactory to Lender.

"Subsidiary": as to any Person, a corporation with respect to which more than
20% of the outstanding shares of stock of each class having ordinary voting
power (other than stock having such power only by reason of the happening of a
contingency) is at the time owned by such Person or by one or more Subsidiaries
of such Person.

"Surviving Company": as applicable, either (i) the Person that will own the
assets to be acquired from a Target Company in a Permitted Acquisition upon the
consummation thereof, (ii) the survivor of the merger of an Acquiring Company
with a Target Company in a Permitted Acquisition upon the consummation thereof,
or (iii) the Target Company whose stock will be acquired by another Person in a
Permitted Acquisition upon the consummation thereof.

"Target Company": the Person whose assets or stock will be acquired in a
Permitted Acquisition upon the consummation thereof, or if applicable, with
which an Acquiring Company will merge in a Permitted Acquisition upon the
consummation thereof.

"Tax": as to any Person, any tax, assessment, fee, or other charge levied by a
Governmental Authority on the income or property of such Person, including any
interest or penalties thereon, and which is payable by such Person.

"Term Advance": an advance to Borrower under the Term Commitment.

"Term Commitment": the commitment of Lender as stated in Section 3.2.1 to make
the Term Loan.

"Term Loan": the from time to time outstanding principal balance of all Term
Advances.

"Term Note": the note delivered to each Lender as required by Section 3.2.2 to
evidence Borrower's obligation to repay the Revolving Loan of made by Lender.

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"this Agreement": this document (including every document that is stated herein
to be an appendix, exhibit or schedule hereto, whether or not physically
attached to this document), as amended from time to time.

"UCC": the Uniform Commercial Code as in effect from time to time in the State
of Missouri or such other similar statute as in effect from time to time in
Missouri or any other appropriate jurisdiction.

"United States": when used in a geographical sense, all the states of the
United States of America and the District of Columbia; and when used in a legal
jurisdictional sense, the government of the country that is the United States
of America.

"Welfare Benefit Plan": any plan described by Section 3(1) of ERISA.

"Revolving Loan": the from time to time outstanding principal balance of all
Revolving Advances from Lender.

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EXHIBIT 10.1.1

DOCUMENTS AND REQUIREMENTS LIST

1. Pre-closing UCC, Tax, and Judgment Lien Searches on Borrowers in the
following offices or locations:
a. Missouri Secretary of State
b. St. Louis City, Missouri
c. Jasper County, Missouri
d. Oklahoma Secretary of State
e. Tulsa County, Oklahoma
f. Arkansas Secretary of State
g. Carroll County, Arkansas
h. Madison County, Arkansas
i. Texas Secretary of State
2. Copies of all Real Property Leases delivered to Lender
3. Appraisals of Real Property Collateral satisfactory to Lender
4. Commitment from a title insurer to issue a Mortgagee's Title Insurance
Policy to Lender covering the Real Property Collateral and meeting the
requirements of the Mortgagee's Title Insurance Specification attachment
hereto
5. Copies of documentation supporting Permitted Exceptions in Mortgagee's
Title Insurance Commitment
6. ALTA Surveys of owned Real Property Collateral sufficient for removal of
all survey exceptions from Mortgagee's Title Insurance Policy
7. Payoff letters
a. Sanwa Business Credit Corporation
b. Chemical Bank
8. "No Flood Hazard" Certification for all Real Property Collateral
9. Loan Agreement, together with all exhibits and schedules (including the
Disclosure Schedule and form of Compliance Certificate)
10. $3,000,000 Term Note of Borrowers
11. $17,000,000 Revolving Note of Borrowers
12. Security Agreements covering all Personal Property Collateral
a. LaBarge, Inc.
b. LaBarge/STC, Inc.
c. LaBarge Wireless, Inc.
13. Deeds of Trust covering Real Property Collateral:
a. 204 Champlin Road, Berryville, Carroll County, Arkansas
b. 1505 Maiden Lane, Joplin, Jasper County, Missouri
14. Collateral Assignments of Interests Under Real Property Leases:
a. LaBarge, Inc.
i. 707 North Second Street, St. Louis, MO
ii. 2919 Junge Blvd., Joplin, MO
iii. West l3th Street (13th and Wall), Joplin, MO
iv. 403 Swamp Street, Huntsville, AR

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v. 11616 East 51st Street, Tulsa, OK
vi. 710 North Tucker, Room 702, St. Louis, MO
vii. 1820 E. 20th St., Suite 33, Joplin, MO
viii. 316 Eureka St., Berryville, AR 72616
ix. Junction Hwys. 68 and 23, Huntsville, AR
x. 307 Church St., Huntsville, AR
b. LaBarge/STC
i. 2248 Schlumberger St., Houston, TX
15. Pledge of Member Interest in LaBarge Clayco Wireless, L.L.C.
16. Pledge of Stock of LaBarge, Inc. Subsidiaries
17. Collateral Assignment of Patent
18. Collateral Assignment of Trademarks
19. UCC-1 Financing Statements:
a. Missouri Secretary of State (all Borrowers)
b. St. Louis City, Missouri (all Borrowers)
c. Jasper County, Missouri (all Borrowers)
d. Oklahoma Secretary of State (all Borrowers)
e. Tulsa County, Oklahoma (all Borrowers)
f. Arkansas Secretary of State (all Borrowers)
g. Carroll County, Arkansas (Berryville) (all Borrowers)
h. Madison County, Arkansas (Huntsville) (all Borrowers)
i. Texas Secretary of State (LaBarge/STC, Inc.)
20. Contribution and Indemnity Agreement Among Borrowers
21. Opinion of Counsel to Borrower covering the subject matter described in
the Opinion Specification attachment hereto
22. Disbursement Direction Letter from Borrowers
23. Closing Certificates of Borrowers
24. Initial Borrowing Base Certificate
25. Solvency Certificates
a. LaBarge, Inc.
b. LaBarge/STC, Inc.
c. LaBarge Wireless, Inc.
26. Affidavits and other documents required by Title Company for issuance of
Mortgagee's Title Insurance Policy meeting the requirements of the Title
Insurance Specification attachment hereto
27. Landlords' Estoppel, Waiver and Consents with respect to Real Property
Leases (as required by Lender)
a. LaBarge, Inc.
i. 707 North Second Street, St. Louis, MO
ii. 2919 Junge Blvd., Joplin, MO
iii. West 13th Street (13th and Wall), Joplin, MO
iv. 403 Swamp Street, Huntsville, AR
v. 11616 East 51st Street, Tulsa, OK
vi. 710 North Tucker, Room 702, St. Louis, MO
vii. 1820 E. 20th St., Suite 33, Joplin, MO
viii. 316 Eureka St., Berryville, AR 72616

<PAGE> 76

ix. Junction Hwys. 68 and 23, Huntsville, AR
x. 307 Church St., Huntsville, AR
b. LaBarge/STC
i. 2248 Schlumberger St., Houston, TX
28. Closing and recording instruction letter to Title Company
29. Releases of existing liens on Real Property Collateral
a. 204 Champlin Road, Berryville, Carroll County, Arkansas
i. Mortgage to Sanwa
ii. UCC Financing Statement to Sanwa
b. 1505 Maiden Lane, Joplin, Jasper County, Missouri
i. Deed of Trust to LaSalle National Bank
ii. Financing Statement to LaSalle National Bank
iii. Financing Statement to Donald P. Gallop
30. UCC Termination Statements covering all Sanwa Business Credit and
Chemical Bank UCC-1 filings in all locations
31. Secretary's Certificate of each Borrower (certifying resolutions,
Articles or Certificate of Incorporation, Bylaws and Incumbency)
32. Good Standing Certificates
a. LaBarge, Inc.
i. Missouri Secretary of State
ii. Arkansas Secretary of State
iii. Oklahoma Secretary of State
iv. Delaware Secretary of State
b. LaBarge/STC, Inc.
i. Texas Secretary of State
c. LaBarge Wireless, Inc.
i. Missouri Secretary of State
33. Initial Financial Statements
34. Copies of Borrower's most recently filed tax returns
35. Certificates/Binders of Insurance meeting the requirements of the Loan
Agreement
36. Copies of Insurance Policies, with endorsements, meeting the applicable
requirements of the Loan Agreement
37. Copies of all consents, licenses and approvals required for execution of
Loan Documents (if any)
38. Letter agreement re post-closing matters, if any
39. Payment of Upfront Fee to Leader
40. Payment of Lender's legal expenses (including fees and expenses of LRF as
estimated through Closing)
41. Initial Advances by Lender per Borrowers' Disbursement Direction Letter

iii

<PAGE> 77

ATTACHMENT TO DOCUMENTS AND REQUIREMENTS LIST
OPINION SPECIFICATION

Legal opinion of counsel to Borrowers must be on firm letterhead and together
meet these requirements with respect to each Borrower:

1. Address to The Boatmen's National Bank of St. Louis at One Boatmen's
Plaza, 800 Market Street, St. Louis, Missouri 63101.

2. Refer to Loan Agreement and use its definitions.

3. Give opinions on the subjects covered in all of the following example
paragraphs:

a. Borrower is a corporation duty formed, validly existing and
in good standing under the Laws of the State of Delaware and is duly
qualified and authorized to do business and is in good standing as a
foreign corporation in all states where the nature and extent of the
business transacted by it or the ownership of its assets makes such
qualification necessary, except where the failure to so qualify will
not have a Material Adverse Effect.

b. Borrower has all requisite corporate power, authority and
legal capacity and legal rights (a) to own, lease and operate its
properties and assets and to carry on its business as now being
conducted and (b) to execute, deliver and perform the terms of the
Loan Documents to which it is a party.

c. All action on the part of Borrower requisite for the
execution, delivery and performance of the Loan Documents to which
it is a party has been duly taken.

d. The execution, delivery and performance of the Loan Documents
by Borrower will not (a) violate, be in conflict with, result in the
breach of, or constitute (with due notice or lapse of time, or both)
a default under (i) Borrower's Charter Documents, or (ii) any
franchise, agreement, indenture, or other instrument to which
Borrower is a party or by which it or any of its property is bound
or affected or (iii) any Law or other legal requirement applicable
to Borrower, or (b) result in the creation or imposition of a
Security Interest of any nature whatsoever upon Borrower's property
or assets other than pursuant to the Loan Documents.

e. Borrower has duly executed and delivered each of the Loan
Documents to which it is a party and each such Loan Document
constitutes the legal, valid and binding obligation of Borrower
enforceable against Borrower in accordance with its terms.

f. Each Person who signed any Loan Document as an officer of
Borrower is duly authorized on behalf of Borrower to execute,
deliver and perform such

<PAGE> 78

document on behalf of Borrower and is duly authorized to perform
its obligations thereunder and to incur the obligations and make
the representations, warranties and covenants made by it in such
Loan Document.

g. Borrower has all certificates of authority, licenses,
permits, qualifications and documentation to own, lease and operate
its properties and to carry on its business as now being conducted,
and is in compliance with all Laws applicable to the conduct of its
business.

h. No consent, approval or other authorization of or by, or
registration or filing with, any Governmental Authority or other
Person is required in connection with the execution, delivery and
performance by Borrower of the Loan Documents to which it is a party
that has not already been obtained and a copy thereof delivered to
Borrower.

i. There are no actions, proceedings or investigations pending
or threatened against Borrower which might adversely affect the
validity or enforceability of any of the Loan Documents, the ability
of Borrower to perform its obligations thereunder or which might
adversely affect the business, operations, revenues, financial
condition, property or business prospects of Borrower.

j. The use of the proceeds of the Loans will not violate
Regulations G, T, U or X of the Federal Reserve Board.

k. The Security Documents will create in favor of Lender a
legal, valid, and enforceable Security Interest in the personal
property described therein as security for the Loan Obligations.
The Financing Statements are in proper form for recording or filing,
as the case may be, in the public offices identified on Exhibit A to
this letter and when the Financing Statements are filed in those
public offices, the Security Interests of Lender in the personal
property described therein will be perfected to the extent such
Security Interests may be perfected by filing. To our best
knowledge, Borrower has no places of business other than as
disclosed in the Loan Agreement.

l. The Deeds of Trust are in proper form for recording and
contain the terms and provisions necessary to enable Lender,
following a default under any such Deed of Trust, to exercise all of
the remedies which are customarily available to a real estate
lienholder under the Laws of the states in which the Real Property
Collateral is located. Assuming the proper recording of the Deeds
of Trust, each Deed of Trust will be a legal, valid and enforceable
mortgage Security Interest on the Real Property Collateral in favor
of Lender, to secure all of the Loan Obligations.

<PAGE> 79

m. Other than in Oklahoma, neither the Deed of Trust nor the
Financing Statements require the payment of any stamp tax or
intangible tax or any recording, filing, privilege or other similar
tax, fee or charge in connection with the execution, delivery,
recordation or enforcement thereof, or any other state or local tax,
fee or charge, except for customary recording fees in connection
with the indebtedness or transactions evidenced by the Loan
Documents (other than income, franchise, excess profits or capital
stock taxes).

4. Add appropriate exceptions and limitations, all of which must be
acceptable to Lender.

5. Signature by a partner of the firm in his or her individual name or in
the name of the firm.

<PAGE> 80

ATTACHMENT TO DOCUMENTS AND REQUIREMENTS LIST
TITLE INSURANCE SPECIFICATION

Commitment for issuance to Lender, by a title insurer acceptable to Lender
("Title Company"), of a Loan Title Insurance Policy that will (i) be in 1992
ALTA Loan Policy form; (ii) insure that title to the Real Property Collateral
is vested in Borrower as owner, (iii) delete standard exceptions 1, 2, 3 & 5
and insure that Lender has a valid first mortgage lien thereon subject only to
Permitted Security Interests and to exceptions for taxes for the current year
which are not delinquent and such other exceptions as are approved by Lender in
its sole discretion (the "Permitted Exceptions"); (iv) revise the tax exception
to read substantially to the effect that taxes for 1996 and subsequent years
are not yet due and payable; and (v) contain the following endorsements: (a)
lender's comprehensive (Form 100); (b) zoning (land and improvements) (Form
123.2); and (g) others as Lender deems necessary.

vii

<PAGE> 81

EXHIBIT 12
DISCLOSURE SCHEDULE OF BORROWER

Section Description
- ------- -----------
<S> <C>
12.7 Collective bargaining agreement with respect to Borrower's Joplin,
Missouri, facilities dated September 27, 1995, by and between
Borrower and General Drivers and Helpers, Local Union No. 823,
affiliated with the International Brotherhood of Teamsters.

12.8, A proceeding involving EPA is pending at Borrower's Joplin, Missouri,
12.10.1, facilities which may or may not have a Material Adverse Effect and
12.10.3, which may or may not involve Hazardous Materials.
12.10.4,
12.10.5, and
12.10.6
12.11 LaBarge, Inc. utilizes the trade name "LaBarge Electronics" from time
to time. UCC-1 financing statements have been filed against LaBarge,
Inc. under the name LaBarge Electronics.

12.23 The Management Retirement Savings Plan of LaBarge, Inc., a deferred
compensation plan for a select group of management or highly
compensated employees, is not qualified under Section 401 of the
Code.

12.23.5 Central States Fund relating to the Teamster International Health and
Welfare Plan.

12.26 (i) Real Property Owned by Borrower.

Owner Address/Description
----- -------------------
6. LaBarge, Inc. Berryville Plant, 204 Champlin Road,
Berryville, AR 42616

7. LaBarge, Inc. Joplin Plant #1, 1505 Maiden Lane,
Joplin, MO 64802
(ii) Real Property Leased by Borrower:

</TABLE>

<TABLE>
<CAPTION>
Lessee Address/Description Owner
------ ------------------- -----
<S> <C> <C>
1. LaBarge, Inc. Plant at 403 Swamp Street Richard & Kay Coger
Huntsville, AR 72740 P.O. Box 490
Huntsville, AR 72740

2. LaBarge, Inc. Plant at 2919 Junge Blvd. American Community Stores,
Joplin, MO 64801 Inc. (Sublet from Donald
Erftmier, P.O. Box 37492,
Omaha, NE 68138)
14303 Inwood Rd.
Dallas, TX 75134

3. LaBarge, Inc. Plant at 11616 E. 51st St. Beacon II, a California limited
Tulsa, OK 74146 partnership, c/o Beacon Associates
987 University Ave.
Los Gatos, CA 95030

</TABLE>

<PAGE> 82

<TABLE>
<S> <C> <C>
4. LaBarge, Inc. Chief Executive Office at Druco, Inc.
707 North Second St. 8315 Drury Ind. Pkwy.
St. Louis, MO 63102 St. Louis, MO 63114

5. LaBarge, Inc. Storage of old records Deutsch Enterprises
at The Globe Building 1092 Schuetz, Suite 3
710 North Tucker St. Louis, MO 63146
Room 702
St. Louis, MO 63101

6. LaBarge, Inc. One person office space at Mariposa Ranches
J.C. Kuhn Office Building Rt. 4, Box 71
1820 E. 20th St., Suite 33 Carthage, MO 64836
Joplin, MO 64801

7. LaBarge, Inc. Inventory maintained at 316 Williams Ltd. Family Partnership
Eureka St. c/o Shirley Williams
Berryville, AR 72616 316 Eureka St.
Berryville, AR 72616

8. LaBarge, Inc. Obsolete Inventory and Space Place
Miscellaneous items Sam & Wilda Fifer
maintained at Junction of P.O. Box 717
Highways 68 and 23 Huntsville, AR 72740
Huntsville, AR 72740

9. LaBarge/STC, Inc. Principal Office and Schlumberger Tech.
Facility at 5200 San Felipe
2248 Schlumberger St. Houston, TX 77056
Houston, TX 77023

10. LaBarge, Inc. W. 13th St. Phillip and Beverly Martin
Joplin, MO Rt. 6, Box 264
Storage space containing Joplin, MO 64804
Inventory

11. LaBarge, Inc. Storage of Obsolete Nathan Gaskill
Production Equipment at P.O. Box 186
307 Church St. Huntsville, AR 72740
Huntsville, AR 72740
</TABLE>

12.27 All Security interests existing on the Execution Date other than
Security Interests in favor or for the benefit of Sanwa Business Credit
Corporation or Chemical Bank

12.27.2 See item for Section 12.26.

<PAGE> 83

12.27.4 Registered Patent of LaBarge, Inc.:

U.S. Patent No. 4,161,564, issued July 17, 1979, for a Coating
Formulation, Method, and Substrate, expiring July 17, 1996.

Registered Trademarks of LaBarge, Inc.:

U.S. Reg. No. 764,803 on LA BARGE.

U.S. Reg. No. 925,365 on LBI (STYLIZED).

Trade Names of LaBarge, Inc.:

LaBarge Electronics

12.28.1 See items Sections 12.26

12.28.2 See item for Section 12.26.

12.28.3 See item for Section 12.26.

12.32 1. LaBarge/STC, Inc., a wholly-owned subsidiary of LaBarge, Inc.

2. LaBarge Wireless, Inc., a wholly-owned subsidiary of
LaBarge, Inc. the principal asset of which is its member interest
in LaBarge Wireless, LLC.

iii

<PAGE> 84

ATTACHMENT 1 TO DISCLOSURE SCHEDULE

Legal Descriptions of Real Property to be Mortgaged
as Security for Loan Obligations

Borrower's real property includes the following, which will be mortgaged to
Lender to secure payment of the Loan Obligations:

1505 MAIDEN LANE, JOPLIN, MO

All of Lots Numbered Seven (7) and Eight (8) in CHAMBER OF COMMERCE
ADDITION to the City of Joplin, Jasper County, Missouri, according to the
recorded Plat thereof and that part of vacated streets described as follows: A
tract of land commencing at the East Line of Maiden Lane, 30 feet North of the
Northwest comer of Lot 7 in the Chamber of Commerce Addition to the City of
Joplin, which place of beginning is otherwise described as the point where the
East line of Maiden Lane meets the Center line of vacated 15th Street, thence
East along the center line of vacated 15 Street 200 feet, thence South 30 feet
to the North line of the aforesaid Lot 7. thence East along the South line of
vacated 15th Street to the West right-of-way line of the Missouri, Pacific
Railroad, thence Southwesterly along the West right-of-way line of the Missouri
Pacific Railroad to its point of intersection with the North right-of-way line
of the St. Louis and San Francisco Railroad, thence Southwesterly along the
North right-of-way line of the St. Louis and San Francisco Railroad (a distance
of 402.73 feet more or less), to a point where the West line of the East Half
(1/2) of vacated Harlem Avenue intersects with said North right-of-way line of
the St. Louis and San Francisco Railroad, thence Northward along the center
line of vacated Harlem Avenue), (a distance of 148.83 feet more or less), to a
point where the South line of Lot 7, in Chamber of Commerce Addition to the
City of Joplin, would intersect, if such South line of Lot 7 were projected
eastward to the Center of vacated Harlem Avenue, thence West along said
projected line of the South line of Lot 7 in Chamber of Commerce Addition (a
distance of 30 feet) to the Southeast comer of said Lot 7, thence West along
the South line of said Lot 7, ( a distance of 300 feet) to the Southwest comer
of said Lot 7, said Southwest comer of Lot 7 being on the East line of Maiden
Lane thence North along the East line of Maiden Lane to the place of beginning
30 feet North of the Northwest comer of said Lot 7, where the east line of
Maiden Lane meets the center line of vacated 15th Street; the tract herein
described being all in the Chamber of Commerce Addition to the city of Joplin,
and located on part of the Northwest Quarter (NW 1/4) of the Southwest Quarter
(SW 1/4), Section 10, Township 27, Range 33, Jasper County, Missouri.

204 CHAMPLIN ROAD, BERRYVILLE, AR

The Land is comprised of (i) all of the Mortgagor's leasehold estate (except
the last day of the original term thereof unless extended, in which case
excepting the last day of the

<PAGE> 85

extended term) created, and owned by the mortgagor, by virtue of a certain
Lease Agreement dated as of December 1, 1981 by and between the City of
Berryville, Arkansas, as Lessor, and the Mortgagor, as Lessee, said lease being
recorded in the Office of the Circuit Clerk and Ex Officio Recorder of Carroll
County, Arkansas at Mortgage Book 104, page 654-708 (said lease, as so
evidenced of record, together with all future amendments consented to by the
Mortgagee, herein called the "Ground Lease") and (ii) all of the Mortgagor's
right, title and interest in, to and under the Ground Lease including, without
limitation, all credits, deposits, options, right of first refusal and
privileges of the Mortgagor thereunder. The Ground Lease demises the following
legally described property:

LOT 8 OF THE INDUSTRIAL PARK OF THE CITY OF BERRYVILLE, ARKANSAS, AS RECORDED
IN PLAT BOOK "E", PAGE 2, CIRCUIT CLERK'S OFFICE, CARROLL COUNTY, ARKANSAS.

Common Address: North East Comer of the intersection of Freeman Switch Road
and Commercial Avenue, Berryville, Arkansas 72616

<PAGE> 86

ATTACHMENT 2 TO DISCLOSURE SCHEDULE

Intellectual Property to be Assigned for Loan Obligations

Borrower's Intellectual Property includes the following, which will be assigned
to Lender to secure payment of the Loan Obligations:

Same as disclosed in Item 12.27.4 of the Disclosure Schedule.

<PAGE> 87

EXHIBIT 14.13

FORM OF COMPLIANCE CERTIFICATE

TO: THE BOATMEN'S NATIONAL BANK OF ST. LOUIS

This Compliance Certificate is furnished pursuant to that certain Loan
Agreement executed ___________, 1996 (as the same may be amended, restated or
otherwise modified from time to time, the "Loan Agreement"), between Labarge,
Inc., as Borrower, and The Boatmen's National Bank of St. Louis, as lender.
Unless otherwise defined herein, capitalized terms used in this Compliance
Certificate have the meanings defined in the Loan Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected ___________________ of the Borrower.

2. I have reviewed the terms of the Loan Agreement and the Loan
Documents and I have made, or have caused to be made under my
supervision, a review of the transactions and conditions of Borrower
and each other Covered Person during the accounting period covered
by the attached Financial Statements.

3. The examinations described in paragraph 2 did not disclose,
and I have no knowledge of, the existence of any condition or event
which constitutes an Event of Default as of the date of this
Compliance Certificate; and to my knowledge all of the
representations and warranties of Borrower contained in the Loan
Agreement and other Loan Documents are true and correct.

4. {Use for annual financial statements: Schedule I attached
hereto contains the Financial Statements for Borrower for the fiscal
year ended _____, which are complete and correct in all material
respects and have been prepared in accordance with GAAP applied
consistently throughout the period and with prior periods (except as
disclosed therein).}

{Use for quarterly and monthly financial statements: Schedule I
attached hereto contains the Financial Statements for Borrower for
the fiscal (quarter) (month) ended _____, which are complete and
correct in all material respects (subject to normal year-end audit
adjustments) and have been prepared in accordance with GAAP applied
consistently throughout the period and with prior periods (except
as disclosed therein).}

5. To my knowledge, Borrower and every other Covered Person is
in compliance with all of the covenants in the Loan Agreement,
including the financial covenants in Section 16, and Schedule II
attached hereto contains calculations based on Borrower's financial
statements and other financial

<PAGE> 88

records that show Borrower's compliance with such financial
covenants.
The calculations and the data upon which they are based are
believed by me to be complete and correct.

This Compliance Certificate, together with the Schedules hereto, is executed
and delivered this _______ day of ___________________.

________________________________________
Print Name:_____________________________
Title:__________________________________

<PAGE> 89

SCHEDULE I TO COMPLIANCE CERTIFICATE
See current Financial Statements.

iii

<PAGE> 90

SCHEDULE II TO COMPLIANCE CERTIFICATE

SECTION 16 FINANCIAL MEASUREMENTS

I. CAPITAL EXPENDITURES (SECTION 16.2)

A. Capital Expenditures $_________

B. Capital Expenditure permitted by
Section 16.2 $1,500,000

II. MINIMUM FIXED CHARGE COVERAGE (SECTION 16.3)

A. Net income $________
+ federal, state and local
Tax expense $________
+ Interest expense $________
+ Depreciation and amortization
expense $________
+ Losses on the sale or other
disposition of assets $________
+ Extraordinary losses $________
- Gains from sale or other
disposition of assets $________
- Extraordinary Gains $________
= EBITDA $________

B. Interest payable $________
+ sum of all scheduled principal
payments on any Indebtedness of
Borrower (including the Loans) $________
+ Federal, state and local income
taxes payable $________
+ Dividends paid $________
+ Capital Expenditures $________
= FIXED CHARGES $________

C. Ratio of EBITDA to Fixed Charges
(ratio of II.A to II.B) ________

D. Minimum ratio permitted by Section 16.3 1.25 to 1.00

<PAGE> 91
III. MINIMUM TANGIBLE NET WORTH (SECTION 16.4)

A. Total Assets $________

B. Total Liabilities $________

C. Intangible Assets $________

D. TANGIBLE NET WORTH (Item III.A minus
items III.B and III.C) $________

D. Minimum Tangible Net Worth required
by Section 16.4: $________

IV. MINIMUM CURRENT RATIO (SECTION 16.5)

A. Current Assets $________

B. Current Liabilities $________

C. Current Ratio (Ratio of item IV.A
to item IV.B) $________

D. Minimum Current Ratio required by
Section 16.5: 1.25 to 1.00

V. MAXIMUM FUNDED DEBT TO EBITDA (SECTION 16.6)

A. Total Indebtedness $________

+ Unamortized capitalized amount
of all Capital Leases $________

= FUNDED DEBT $________

B. EBITDA (Item II.A above) $________

C. Ratio of Funded Debt to EBITDA
(Ratio of item V.A. to item V.B) ________

D. Maximum ratio permitted by Section 16.6: 3.00 to 1.00

<PAGE> 92
EXHIBIT 14.14

BORROWING BASE CERTIFICATE

Accounts Rec per Aging: $
-----------

Reclass Unpaid Prog Bills $
-----------

Accruals-Net $
-----------

Accounts Rec per Stmt
Less: $
-----------

Net Accrued Revenues $
-----------

Government Receivables $
-----------

Foreign Receivables $
-----------

Debit Memos $
-----------

Over 90 $
-----------

Freight $
-----------

Cross Age $
-----------

Contra A/R $
-----------

Total Ineligibles $
-----------

Eligible Accounts Rec $
-----------

Advance Rate 85%

Raw Material $
-----------

Work in Process $
-----------

Gross Inventories $
-----------

Less: $
-----------

<PAGE> 93

Unliquidated Prog Bills $
-----------
Reclass Unpaid Prog Bills $
-----------
Reserves $
-----------

-----------
Total Adjustments $
-----------

Eligible Raw Mat & WIP $
-----------
Advance Rate 30%
Limit Check NO LIMIT
Maximum limit check NO LIMIT
Finished Goods: $
-----------
Accruals - Net $
-----------
Debits $
-----------
Gross Profit comp (33%) $
-----------

Eligible Finished Goods $
-----------
Advance Rate 50%
NO LIMIT

Preliminary Borrowing Base $
-----------
Limit Adjustments $
-----------
Cap limitation $
-----------
Less Letter of Credits $
-----------
Total Revolver Borrowings Allowed $
-----------

===========
Maximum Availability $
-----------

===========
Unpd Revolving loan on $
--------- -----------

===========
Payment required herewith $
-----------

===========

<PAGE> 94

Borrower hereby certifies that (i) Borrower is not in Default under the Loan
Agreement and (ii) the foregoing computations evidencing Borrower's Borrowing
Base and availability under the Loan Agreement are believed by Borrower to be
true, complete and correct as of the date written above. Attached is a copy of
the most recent Compliance Certificate delivered to Lender.

________________________________
Print Name:_____________________
Title:__________________________

iii

<PAGE> 95

REVOLVING NOTE

$17,000,000.00 St. Louis, Missouri
June 25, 1996

For value received, LABARGE, INC., a Delaware corporation ("LaBarge"),
LABARGE/STC, INC., a Texas corporation ("LSTC"), and LABARGE WIRELESS, INC., a
Missouri corporation ("LWI") (LaBarge, LSTC, and LWI are referred to both
individually and collectively herein as "Borrower"), promise, jointly and
severally, to pay to the order of THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
("Lender") the principal sum of SEVENTEEN MILLION DOLLARS ($17,000,000.00) or
such lesser aggregate unpaid principal amount as shall be outstanding under
this Revolving Note (this "Note"), plus all interest accrued thereon, on the
Maturity Date.

Borrower further promises to pay interest from the date hereof on the
balance of said principal from time to time outstanding at a per annum rate or
rates determined pursuant to the Loan Agreement (defined below). Upon the
occurrence of any Event of Default as defined in the Loan Agreement, or at the
option of Lender upon the occurrence of a Default as defined in the Loan
Agreement, all outstanding principal and, to the extent permitted by law,
accrued interest in respect of this Note and all other amounts owing
hereunder shall bear interest, payable on demand, at the Default Rate set forth
in the Loan Agreement. In addition, such default rate of interest shall apply
after Maturity, whether by acceleration or otherwise. All such interest shall
be computed on the basis of a year deemed to consist of 360 days and paid for
the actual number of days elapsed. Interest shall be payable on such dates as
are provided under the Loan Agreement.

Both principal and interest are payable in Dollars to Lender at its office
at One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101
(Attention: Jeffrey S. Potts).

This Note is the Revolving Note referred to in, and is issued under the
terms of, and pursuant to the provisions of, that certain Loan Agreement dated
as of even date herewith, between Lender and Borrower (as it may be amended,
restated, extended, renewed, replaced, or otherwise modified from time to time,
the "Loan Agreement"). All capitalized terms used and not otherwise defined
herein shall have the same meanings as given them in the Loan Agreement.

This Note is secured by the Collateral described in the Loan Documents,
executed from time to time by Borrower in favor of Lender as set forth in the
Loan Agreement and reference to the Loan Documents and the Loan Agreement is
made for a statement of the rights of the Lender with respect to such
Collateral.

Borrower shall prepay the principal amount of this Note to the extent
provided in the Loan Agreement. Borrower may prepay the principal amount of
this Note to the extent and upon the conditions provided in the Loan Agreement.

The date and amount of all disbursements and receipts representing
principal and receipts of interest by Lender with respect to the Revolving Loan
shall be recorded by Lender in the records it maintains with respect thereto.
The failure to record, or any error in recording, any of the foregoing shall
not, however, affect the obligations of Borrower under this Note to repay the
principal amount advanced hereunder together with all interest accruing
thereon. Such record as maintained by Lender shall constitute prima facie
evidence of the amount outstanding under this Note.

<PAGE> 96

Reference is made to the Loan Agreement for provisions regarding the
acceleration of the maturity hereof on the occurrence of any Event of Default,
which provisions are incorporated herein by this reference.

If Borrower sells, assigns, transfers or conveys all or any part of the
Real Property Collateral or any interest therein without the prior written
consent of Lender as required by the Loan Agreement, all outstanding principal
and accrued interest under this Note shall become immediately due and payable.

If any payment required under this Note or the Loan Agreement is not made
when due, or upon any other Event of Default, Borrower shall pay all costs of
collection on this Note, including but not limited to court costs and
reasonable attorneys fees and actual expenses of such attorneys, whether or not
litigation is commenced, including representation of Lender in connection with
any bankruptcy or insolvency proceeding of Borrower.

Demand for payment, protest, notice of dishonor, and all other notices and
demands under this Note and any and all lack of diligence in the enforcement of
this Note are hereby waived by all who are or shall become parties to this Note
and the same hereby assent to each and every extension or postponement of the
time of payment, at or after demand, or other indulgence, and hereby waive any
and all notice thereof Every such party by becoming a party to this Note
further waives any and all defenses which such party may have based on
suretyship or impairment of collateral with respect to this Note.

No amendment, modification or waiver of any provision of this Note, nor
consent to any departure by Borrower herefrom, shall be effective unless the
same shall be in writing signed by an authorized officer of Lender, and then
only in the specific instance and for the purpose for which given. No failure
on the part of Lender to exercise, and no delay in exercising, any right under
this Note shall operate as a waiver thereof, nor shall any single or partial
exercise by Lender of any right under this Note preclude any other or further
exercise thereof, or the exercise of any other right. Each and every right
granted to Lender under this Note or allowed to it at law or in equity shall be
deemed cumulative and such remedies may be exercised from time to time
concurrently or consecutively at Lender's option.

All notices required to be given or which may be given in connection with
this Note shall be given in the manner required for notices under the Loan
Agreement.

This Note is governed by and shall be interpreted in accordance with the
laws of the State of Missouri, without regard to choice or conflict of laws
rules.

[the next page is the signature page]

<PAGE> 97

LABARGE, INC., a Delaware corporation

By: Craig E. LaBarge
---------------------------------
Name: Craig E. LaBarge
-------------------------------
Title: CEO and President
-------------------------------

LABARGE/STC, INC., a Texas corporation

By: Craig E. LaBarge
---------------------------------
Name: Craig E. LaBarge
-------------------------------
Title: President
-------------------------------

LABARGE WIRELESS, INC., a Missouri corporation

By: Craig E. LaBarge
---------------------------------
Name: Craig E. LaBarge
-------------------------------
Title: President
-------------------------------

<PAGE> 98

TERM NOTE

$3,000,000.00 St. Louis, Missouri
June 25, 1996

For value received, LABARGE, INC., a Delaware corporation ("LaBarge"),
LABARGE/STC, INC., a Texas Corporation ("LSTC"), and LABARGE WIRELESS, INC., a
Missouri corporation ("LWI") (LaBarge, LSTC, and LWI are referred to both
individually and collectively herein as 'Borrower') promise, jointly and
severally, to pay to the order of THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
("Lender") the principal sum of THREE MILLION DOLLARS ($3,000,000.00) in
accordance with the amortization schedule contained in the Loan Agreement
(defined below), plus all interest accrued thereon, on the Maturity Date.

Borrower further promises to pay interest from the date hereof on the
balance of said principal from time to time outstanding at a per annum rate or
rates determined pursuant to the Loan Agreement. Upon the occurrence of any
Event of Default as defined in the Loan Agreement, or at the option of Lender
upon the occurrence of a Default as defined in the Loan Agreement, all
outstanding principal and, to the extent permitted by law, accrued interest in
respect of this Term Note (this "Note"), and all other amounts owing hereunder
shall bear interest, payable on demand, at the Default Rate set forth in the
Loan Agreement. In addition, such default rate of interest shall apply after
Maturity, whether by acceleration or otherwise. All such interest shall be
computed on the basis of a year deemed to consist of 360 days and paid for the
actual number of days elapsed. Interest shall be payable on such dates as are
provided under the Loan Agreement.

Both principal and interest are payable in Dollars to Lender at its office
at One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101
(Attention: Jeffrey S. Potts).

This Note is the Term Note referred to in, and is issued under the terms
of, and pursuant to the provisions of, that certain Loan Agreement dated as of
even date herewith between Lender and Borrower (as it may be amended, restated,
extended, renewed, replaced, or otherwise modified from time to time, the "Loan
Agreement"). All capitalized terms used and not otherwise defined herein shall
have the same meanings as given them in the Loan Agreement.

The date and amount of all disbursements and receipts representing
principal and receipts of interest by Lender with respect to the Term Loan
shall be recorded by Lender in the records it maintains with respect thereto.
The failure to record, or any error in recording, any of the foregoing shall
not, however, affect the obligations of Borrower under this Note to repay the
principal amount advanced

<PAGE> 99

hereunder together with all interest accruing thereon. Such record as
maintained by Lender shall constitute prima facie evidence of the amount
outstanding under this Note.

Demand for payment, protest, notice of dishonor, and all other notices and
demands under this Note and any and all lack of diligence in the enforcement of
this Note are hereby waived by all who are or shall become parties to this Note
and the same hereby assent to each and every extension or postponement of the
time of payment, at or after demand, or other indulgence, and hereby waive any
and all notice thereof. Every such party by becoming a party to this Note
further waives any and all defenses which such party may have based on
suretyship or impairment of collateral with respect to this Note.

All notices required to be given or which may be given in connection with
this Note shall be given in the manner required for notices under the Loan
Agreement.

This Note is governed by and shall be interpreted in accordance with the
laws of the State of Missouri, without regard to choice of conflict of laws
rules.

[the next page is the signature page]

<PAGE> 100

LABARGE, INC., a Delaware corporation

By: Craig E. LaBarge
---------------------------------
Name: Craig E. LaBarge
-------------------------------
Title: CEO and President
-------------------------------

LABARGE/STC, INC., a Texas corporation

By: Craig E. LaBarge
---------------------------------
Name: Craig E. LaBarge
-------------------------------
Title: President
-------------------------------

LABARGE WIRELESS, INC., a Missouri corporation

By: Craig E. LaBarge
---------------------------------
Name: Craig E. LaBarge
-------------------------------
Title: President
-------------------------------

<PAGE> 1

Independent Auditors' Consent

The Board of Directors
LaBarge, Inc,:

We consent to the use of our reports incorporated by reference in the
registration statement and to the reference to our firm under the heading
"Experts" in the prospectus.

KPMG Peat Marwick LLP

KPMG Peat Marwick LLP
st. Louis Missouri
July 23, 1996

<PAGE> 1

Independent Auditors' Consent

The Board of Directors
Sorep Technology Corp.:

We consent to the incorporation by reference in the registration statement on
Form S-3 of LaBarge, Inc. of our report dated June 18, 1996 with respect to the
balance sheets of Sorep Technology Corp. as of December 31, 1995 and 1994, and
the related statement of operations and retained earnings, and cash flows for
the years ended December 31, 1995 and 1994, four months ended December 31,
1993, and year ended August 31, 1993, which report appears in the Form 8-K/A of
LaBarge, Inc. dated July 22, 1996 and to the reference to our firm under the
heading "Expects" in the Prospectus.

KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
St. Louis Missouri
July 23, 1996