AMENDED AND RESTATED CREDIT AGREEMENT



                  THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement")

made and entered into as of June 10, 2002 by and between LYNCH SYSTEMS, INC., a

South Dakota corporation ("Borrower"), and SUNTRUST BANK, a Georgia banking

corporation ("Lender").



                                   WITNESSETH:



                  WHEREAS, the Borrower and the Lender are parties to that

certain Credit Agreement, dated as of March 30, 2001 (as amended, the "Original

Credit Agreement"), pursuant to which Lender provided Borrower with credit and

letter of credit facilities to finance the Borrower's manufacture and sale of

additional glass forming machines to buyers outside the United States and to

finance Borrower's working capital needs to support export sales;



                  WHEREAS, the Borrower and Lender desire to continue the

Original Credit Agreement but to make certain amendments and modifications

thereto and to certain of the Credit Documents delivered in connection therewith

(as amended, the "Original Credit Documents"), all as reflected in this

Agreement, which upon execution will supercede and replace the Original Credit

Agreement effective as of the Closing Date (as defined herein); and



                  NOW, THEREFORE, in consideration of the premises and the

mutual covenants herein contained, the Borrower and Lender hereby agree as

follows:



                                   ARTICLE I.



                            DEFINITIONS; CONSTRUCTION



                  SECTION 1.01.  DEFINITIONS. For purposes of this Agreement,

the following terms shall have the indicated meanings as set forth below:



                  "Account Debtor" shall mean any Person who is or may become

obligated under or on account of an Account Receivable, including, without

limitation, any Export Account Debtor.



                  "Accounts Receivable" shall have the meaning given such term

in the form of the Borrower Agreement attached hereto as Exhibit A.



                  "Adjusted Leverage Ratio" shall mean, for any particular

Person and as of any date of determination, the ratio of (a) such Person's total

liabilities determined in accordance with



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GAAP (including the aggregate outstanding stated amount of all Letters of Credit

issued under this Agreement but excluding liabilities for customer deposits) to

(b) such Person's Consolidated Tangible Net Worth, all as determined on a

consolidated basis.



                  "Adjusted Monthly LIBOR Index Rate" means for any calendar

month a rate per annum equal to the LIBOR Rate for a LIBOR Period equal to the

calendar month for which such rate is to be set.



                  "Affiliate" of any Person means any other Person directly or

indirectly controlling, controlled by, or under common control with, such

Person, whether through the ownership of voting securities, by contract or

otherwise.



                  "Agreement" shall mean this Amended and Restated Credit

Agreement, as amended, supplemented or modified from time to time.



                  "Bankruptcy Code" shall mean the Bankruptcy Code of 1978, as

amended (11 U.S.C. Section 101 et seq.).



                  "Borrower" shall have the meaning given such term in the

preamble to this Agreement and shall include such Person's legal

representatives, successors and assigns.



                  "Borrower Agreement" shall mean any Borrower Agreement, in

form attached as Exhibit A hereto, that may be executed after the Closing Date,

as the same may be executed, amended, supplemented or modified from time to

time.



                  "Business Day" shall mean any day excluding a Saturday,

Sunday, any other day on which banks are required or permitted to be closed in

Atlanta, Georgia or New York, New York.



                  "Capital Expenditures" shall mean, for any fiscal period of

any Person, all expenditures made and liabilities incurred by such Person during

such period for the acquisition of items which are not, in accordance with GAAP,

treated as expense items for such Person in the period made or incurred or as a

prepaid expense applicable to a future period, and such term shall include that

portion of any Capitalized Lease Obligations of such Person originally incurred

during such period that is capitalized under GAAP.



                  "Capitalized Lease Obligations" shall mean, for any fiscal

period of any Person, any Indebtedness of such Person represented by obligations

under a lease that is required to be capitalized for financial reporting

purposes in accordance with GAAP, and the amount of such Indebtedness for

purposes hereof shall be the capitalized amount of such obligations.



                  "Closing Date" shall mean June 10, 2002.



                  "Code" shall mean the Internal Revenue Code of 1986, as

amended from time to time.



                                      -2-



{PAGE}



                  "Collateral" shall mean (i) any and all of the real or

personal property which is pledged or collaterally assigned to Lender or in

which the Lender is otherwise granted a Lien to secure the Obligations pursuant

to any and all of the Security Documents, and (ii) any and all cash and non-cash

proceeds of the foregoing.



                  "Consolidated Net Income (Loss)" shall mean, for any fiscal

period, the net income (or loss) of the Borrower and its Subsidiaries for such

period determined on a consolidated basis in accordance with GAAP, but excluding

therefrom (to the extent otherwise included therein and without duplication) (i)

any extraordinary gains or losses, (ii) gains attributable to write-ups of

assets, (iii) any equity interest of the Borrower or any Subsidiary of the

Borrower in the unremitted earnings of any Person that is not a Subsidiary, (iv)

any income (or loss) of any Person accrued prior to the date that it becomes a

Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary

on the date that such Person's assets are acquired by the Borrower or any

Subsidiary, or (v) any other non-recurring gains or losses.



                  "Consolidated Tangible Net Worth" shall mean, as of any date,

(i) the total assets of the Borrower and its Subsidiaries that would be

reflected on the Borrower's consolidated balance sheet as of such date prepared

in accordance with GAAP, after eliminating all amounts properly attributable to

minority interests, if any, in the stock and surplus of Subsidiaries, minus the

sum of (i) the total liabilities of the Borrower and its Subsidiaries that would

be reflected on the Borrower's consolidated balance sheet as of such date

prepared in accordance with GAAP, (ii) the amount of any write-up in the book

value of any assets resulting from a revaluation thereof or any write-up in

excess of the cost of such assets acquired reflected on the consolidated balance

sheet of the Borrower as of such date prepared in accordance with GAAP and (iii)

the net stock amount of all assets of the Borrower and its Subsidiaries that

would be classified as intangible assets on a consolidated balance sheet of the

Borrower as of such date prepared in accordance with GAAP.



                  "Contractual Obligation" of any Person shall mean any

provision of any written agreement, instrument, security, or undertaking to

which such Person is a party or by which it or any of the property owned by it

is bound.



                  "Credit Documents" shall mean, collectively, this Agreement,

the Note, the Letters of Credit, and the Security Documents.



                  "Credit Party" shall mean, collectively, the Borrower and each

of its Subsidiaries other than M-Tron and Spinnaker.



                  "Default" shall mean any condition or event which would

constitute an Event of Default hereunder but for the giving of notice thereof or

the existence of any applicable cure periods set forth in Article IX hereof.



                  "Domestic Account Debtor" shall mean any Account Debtor which

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