THIRD AMENDMENT TO MASTER LOAN AGREEMENT

THIS THIRD AMENDMENT TO MASTER LOAN AGREEMENT (this "Amendment") is dated as of September 19, 2013, and is executed by and between M-TRON INDUSTRIES, INC., a Delaware corporation and PIEZO TECHNOLOGY, INC., a Florida corporation, jointly and severally (hereinafter referred to as the "Borrower") and JPMORGAN CHASE BANK, N.A. ("Bank").

WHEREAS, Bank extended to Borrower facilities to finance the acquisition of certain assets and fund certain operating expenses through advances made under credit facilities including (i) a revolving line of credit in the initial principal amount of $4,000,000.00; (ii) commercial line of credit in the amount of $2,000,000.00; and (iii) term loan in the amount of $536,192.17 (collectively, the "Loans"); and

WHEREAS, the Loans are subject to the terms and conditions of that certain Master Loan Agreement between Borrower and Bank dated June 30, 2011, as amended by a First Amendment thereto dated June 28, 2012, and as further amended by a Second Amendment thereto dated September 28, 2012 (collectively, the "Existing Loan Agreement"); and

WHEREAS, Borrower and Bank desire to hereby modify and amend the Existing Loan Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements, covenants and conditions herein, Borrower and Bank agree as follows:

.  The foregoing Recitals are true and correct, and are incorporated herein by this reference.  Capitalized terms used and not defined herein shall have the meanings assigned thereto in the Existing Loan Agreement.

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(c)            Minimum Tangible Net Worth.  Upon the end of every fiscal quarter of Borrower during the term of the Loan, the Borrower's Minimum Tangible Net Worth shall not be less than the sum of $6,000,000.00.  For the purposes of the foregoing, "Minimum Tangible Net Worth" shall mean total assets less the sum of Intangible Assets and total liabilities.

"Intangible Assets" shall mean the aggregate amount of: (1) all assets classified as intangible assets under generally accepted accounting principles, including, without limitation, goodwill, trademarks, patents, copyrights, organization expenses, franchises, licenses, trade names, brand names, mailing lists, catalogs, excess of costs over book value of assets acquired, and bond discount and underwriting expenses [and] (2) loans or advances to, investments in, or receivables from (i) Affiliates, officers, directors, employees or shareholders of the Borrower or (ii) any person or entity if such loan, advance, investment or receivable is outside the Borrower's normal course of business and (3) security deposits.

. Borrower hereby reaffirms to Bank each of Borrower's representations and warranties, covenants and agreements set forth in the Existing Loan Agreement with the same force and effect as if each were fully restated herein and made as of the date hereof, and Borrower hereby certifies to Bank that no default or event of default has occurred or is presently occurring under the Existing Loan Agreement or the other loan documents executed in connection therewith.

.  Borrower hereby acknowledges and certifies to Bank that, as of the date of this Amendment, there are not counterclaims, defenses or offsets whatsoever against Bank with respect to the Existing Loan Agreement, or with respect to the documents, instruments and agreements related to the Existing Loan Agreement or executed in connection therewith.

.  Except as otherwise set forth in this amendment, the Existing Loan Agreement shall remain unchanged in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized offices as of the day and year first above written.

                                                                                                         BORROWER: