22.           Suntron Asset Acquisition.  On or about the date hereof, the Borrower has entered into the certain [Asset Purchase Agreement] with Suntron-Iowa, Inc., a Delaware corporation (“Suntron”), pursuant to which the Borrower intends to acquire substantially all of the assets and assume certain liabilities of Suntron as specifically provided in the form of such agreement provided by the Borrower to the Lender (the “Suntron Acquisition”).  The Lender hereby consents to such transactions and waives any restriction thereto as set forth in Sections 6.4 and 6.19 of the Credit Agreement, but does not waive Borrower’s required compliance with any other terms and provisions under the Credit Agreement and related Loan Documents, except as expressly modified by this Seventh Amendment.  The Lender further agrees that the Borrower may obtain a Revolving Advance of up to $5,000,000 for funding all or part of the purchase price for the assets acquired in the Suntron Acquisition.

23.           Amendment Fee. The Borrower shall pay the Lender as of the date hereof a fully earned, non-refundable fee in the amount of $10,000.00 in consideration of the Lender’s execution and delivery of this Amendment.

24.           Conditions Precedent.  Except as otherwise provided below, this Amendment shall be effective when the Lender shall have received an executed original hereof together with the following, each in form and substance acceptable to the Lender in its sole discretion:

(a)           Amended Revolving Note executed by the Borrower;

(b)           Amended Real Estate Term Note executed by the Borrower;

(c)           Second Amendment to Mortgage executed by the Borrower;

(d)           Combination Mortgage, Security Agreement, Fixture Financing Statement, and Assignment of Leases and Rents executed by the Borrower in favor of the Lender, granting the Lender a first, perfected lien on the Borrower’s facility in Augusta, Wisconsin;

(e)           Fully paid title insurance down-dating endorsements with respect to the Lender’s Minnesota Mortgage and a title insurance policy with respect to its Wisconsin Mortgage;

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(f)            Written evidence and/or a certification from Borrower that the transactions contemplated by the Suntron Acquisition documents have closed or will close contemporaneously with the execution of this Amendment and/or the funding of the additional loan advances contemplated under the Credit Agreement as amended by this Seventh Amendment.

(g)           Payment of the fee described in Paragraph 8 above; and

(h)           Such other documents as requested by the Lender.

25.           No Other Changes.  Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification.  This Amendment and the Credit Agreement shall be read together, as one document.

26.           Representations and Warranties.  Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein.  Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

27.           References. All references in the Credit Agreement to “this Agreement” shall be deemed to refer to the Credit Agreement as amended hereby; and any and all references in the Security Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby.

28.           No Waiver. Unless otherwise provided for herein, the execution of this Amendment and acceptance of any documents related hereto shall not be deemed to be a waiver of any Default or Event of Default under either of the Credit Agreements or breach, default or event of default under any Security Document or other document held by the Lender, whether or not known to the Lender and whether or not existing on the date of this Amendment.

29.           Release. The Borrower hereby absolutely and unconditionally releases and forever discharges the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Borrower has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

30.           Costs and Expenses. The Borrower hereby reaffirms its agreement under the Credit Agreements to pay or reimburse the Lender on demand for all costs and expenses incurred by the Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. The Borrower hereby agrees that the Lender may, at any time or from time to time in its sole discretion and without further authorization by the Borrower, make a loan to the Borrower under the Credit Agreements, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses.

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31.           Miscellaneous. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be executed as of the day and year first written above.

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Exhibit B to Amended and Restated Credit and Security Agreement

Compliance Certificate

In accordance with our Amended and Restated Credit and Security Agreement dated as of December 30, 2002, and as amended from time to time (as amended, the “Credit Agreement”), attached are the financial statements of Nortech Systems, Incorporated (the “Borrower”) as of and for                        , 200      (the “Reporting Date”) and the year-to-date period then ended (the “Current Financials”). All terms used in this certificate have the meanings given in the Credit Agreement.

As of each quarterly reporting period, I certify that the Current Financials have been prepared in accordance with GAAP, subject to year-end audit adjustments, and fairly present the Borrower’s financial condition as of the date thereof.

Events of Default. (Check one):

o            The undersigned does not have knowledge of the occurrence of a Default or Event of Default under the Credit Agreement except as previously reported in writing to the Lender.

o            The undersigned has knowledge of the occurrence of a Default or Event of Default under the Credit Agreement not previously reported in writing to the Lender and attached hereto is a statement of the facts with respect to thereto. The Borrower acknowledges that pursuant to Section 2.10(d) of the Credit Agreement, the Lender may impose the Default Rate at any time during the resulting Default Period.

Financial Covenants. I further hereby certify as follows:

1.                                       Minimum Debt Service Coverage Ratio. Section 5(a) of the Credit Agreement.

Required Ratio:  1.25 to 1.00 as of the end of each fiscal quarter up to and including 9/30/07.

1.50 to 1.00 as of the end of each fiscal quarter as of 12/31/07 and thereafter.

As of the Reporting Date, Borrower’s quarterly consolidated Debt Service Coverage Ratio (calculated as shown on attached work sheet) was        to 1.00.

2.                                       Maximum Total Funded Debt to EBITDA Ratio. Section 5(b) of the Credit Agreement.

Required Funded Debt to EBITDA Ratio shall be not more than:

4.25 to 1.00 for each fiscal quarter up to and including 9/30/07.

3.50 to 1.00 for each fiscal quarter ending 12/31/07 to and including 6/30/08

3.00 to 1.00 for each fiscal quarter ending 9/30/08 and thereafter.

As of the Reporting Date, Borrower’s Total Funded Debt to EBITDA Ratio was       to 1.00.

3.                                       Minimum Net Income.  Section 5(c) of the Credit Agreement.

Required Covenant: not less than 1.00 on a consolidated basis at the end of each fiscal quarter on a rolling four quarter basis.

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The Borrower’s consolidated Net Income for the year-to-date period ending on the Reporting Date was $                        .

4.             Capital Expenditures. Section 5(d) of the Credit Agreement.

Required Covenant: No more than $3,000,000 in aggregate per fiscal year, except for expenses reasonably necessary to complete Suntron Acquisition.

As of the Reporting Date, Borrower’s consolidated year-to-date capital expenditures was $                               .

5.             Working Capital. Section 5(e) of the Credit Agreement.

Required Covenant: $10,000,000 as of the end of each fiscal quarter.

As of the Reporting Date, Borrower’s Working Capital was $                              .

Attached to are all relevant facts in reasonable detail to evidence, and the computations of the financial covenants referred to above. These computations were made in accordance with GAAP.

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