LINE OF CREDIT AGREEMENT

                        FOR THE ACQUISITION OF EQUIPMENT



                                December 11, 2001



International Electronics, Inc.

427 Turnpike Street

Canton, Massachusetts 02021

Attn:  John Waldstein, President and Treasurer



Gentlemen:



     We (hereinafter "Bank") are pleased to advise you (hereinafter referred to

as the "Borrower") that Bank has established a line of credit of up to Five

Hundred Thousand ($500,000.00) Dollars (hereinafter the "Credit Limit") for

Borrower to be used exclusively for the purchase of new or used equipment;

subject to Bank's periodic review. This line of credit will be subject to the

following terms and conditions:



     1. Any advances, extensions of credit, or loan of funds pursuant to this

line of credit (hereinafter collectively and separately referred to as the

"Loan") will be made only if in the opinion of Bank there has been no material

adverse change of circumstances and if there exists no Event(s) of Default (as

hereinafter defined). No advances, extensions of credit or loan of funds will be

made on or after February 28, 2003. Any sums repaid hereunder shall not be

readvanced.



     2. Borrower may draw upon this line of credit from time to time by

presenting to Bank for each Loan: (i) an invoice from the vendor of such

equipment in a form reasonably acceptable to Bank, which includes, without

limitation, the purchase price of such equipment, including all accessions

thereto, net of all discounts, rebates, and other dealer or manufacturer

incentives; (ii) a certificate of origin, bill of sale, or other documentation

reasonably satisfactory to Bank indicating whether the equipment being purchased

is new or used (hereinafter referred to as the "Equipment Documentation"); and

(iii) an Equipment Documentation Certification in the form of Exhibit A annexed

hereto. Except for the last draw which may be in the amount of the unused

portion of the Credit Limit, all draws will be in amounts equal to or greater

than Fifty Thousand ($50,000.00) Dollars.



     3. The aggregate principal amount of any Loan made against any Equipment

Documentation shall not exceed the lesser of (i) the Credit Limit, less any

previous Loan, or (ii) one hundred (100%) percent of the net purchase price

(exclusive of any soft costs, transportation or installation charges) of the new

equipment referred to therein, or (iii) seventy (70%) percent of the net

purchase price (exclusive of any soft costs, transportation or installation

charges) of the used equipment referred to therein, provided, however, that the

above limit may be exceeded if the Bank's appraisal (conducted on an auction

value basis) of Borrower's equipment would exceed the limit for the purpose of

purchasing used equipment.







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     4. The aggregate principal amount of any Loan made hereunder shall be

payable in thirty-six (36) successive equal monthly installments over a term

that begins on the first day of themonth which begins not less than thirty (30)

days after the date of such Loan with the proviso that all Loans shall become

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