Modification Of Mortgage (massachusetts)

EXHIBIT 10.4(e)


When recorded, mail to:


STREICH LANG, P.A. Renaissance One Two North Central Avenue Phoenix, Arizona 85004-2391 Attn: Matthew Mehr, Esq.


MODIFICATION OF MORTGAGE
(Massachusetts)


DATE: March 28, 1997


DESCRIPTION OF MORTGAGE (the "Mortgage"):


PARTIES: Mortgagor: BOWMAR/ALI, INC.,
a Massachusetts corporation


Mortgagor 5080 North 40th Street, Suite 475
Address: Phoenix, Arizona 85018
Attention: Joseph G. Warren, Jr.


Bank: BANK ONE, ARIZONA, NA,
a national banking association.


Bank Post Office Box 71
Address: Phoenix, Arizona 85001
Attention: Commercial Banking A593


RECORDING
DATA: Mortgage, Security Agreement, Assignment of
Rents and Fixture Filing dated August 28, 1995,
by Mortgagor in favor of Bank, recorded November
17, 1995, in Book 25827 Page 174 with the
Middlesex South Registry of Deeds, Middlesex
County, Massachusetts.


FOR VALUE RECEIVED, IT IS AGREED AS FOLLOWS:


1 . The promissory notes and other indebtedness secured by the Mortgage has been modified by that certain Third Modification Agreement of even date herewith between Bowmar Instrument Corporation, an Indiana corporation ("Borrower") and Bank and consented to by Mortgagor (the "Third Modification Agreement"). In addition, pursuant to the Third Modification 2 Agreement, Bank has agreed to provide Borrower with an additional revolving line of credit/term loan in the principal amount of $1,200,000.00 (the "RLT") secured by, among other things, the Mortgage. In connection with the modification of such indebtedness and the extension of such additional credit, the Mortgage is hereby modified as provided in this Modification.


2. The Mortgage is hereby amended to secure, in addition to the indebtedness and obligations of Borrower and Mortgagor described therein, the obligation of Borrower to repay all advances made by the Bank to the Borrower under the RLT. Hereinafter, the term "Obligations," as defined in the Mortgage, shall include, in addition to the other indebtedness described in the Mortgage, the RLT. The final maturity date of the RLT is March 31, 2002.


3. This Modification shall not affect or impair the lien or priority of the Mortgage, as amended, with respect to the property subjected to the Mortgage.


4. All terms and provisions of the Mortgage shall remain in full force and effect except as specifically modified herein and in the Third Modification Ag ...