-74-
1751503

                                                                   Exhibit 10.19




                                 LOAN AGREEMENT

                                  BY AND AMONG

                         U.S. BANK NATIONAL ASSOCIATION,

                                  LABARGE, INC.

                                       AND

                            LABARGE PROPERTIES, INC.







                                 MARCH 12, 2002
                                TABLE OF CONTENTS



SECTION 1.  DEFINITIONS                                         1
     1.01 Definitions                                           1
     1.02 Continuance of an Event of Default                   19
     1.03 Accounting Terms and Determinations                  19


SECTION 2.  LOANS AND LETTERS OF CREDIT                        19
     2.01 Revolving Credit Commitment                          19
     2.02 Term Loan Commitment                                 21
     2.03 Letter of Credit Commitment                          22
     2.04 Method of Borrowing                                  24
     2.05 Notes                                                25
     2.06 Duration of Interest Periods and Selection of Interest Rates
          25
     2.07 Interest Rates                                       26
     2.08 Computation of Interest                              27
     2.09 Fees                                                 27
     2.10 Method of Making Interest and Other Payments; Application of
          Payments                                             28
     2.11 Prepayments                                          28
     2.12 General Provisions as to Payments                    29
     2.13 Funding Losses                                       29
     2.14 Basis for Determining Interest Rate Inadequate or Unfair    29
     2.15 Illegality                                           30
     2.16 Increased Cost                                       30
     2.17 Prime Loans Substituted for Affected LIBOR Loans     31
     2.18 Capital Adequacy                                     31
     2.19 Survival of Indemnities                              31
     2.20 Discretion of Lender as to Manner of Funding         31
     2.21 Taxes                                                31


SECTION 3.  PRECONDITIONS TO LOANS AND LETTERS OF CREDIT       32
     3.01 Initial Loan or Letter of Credit                     32
     3.02 All Revolving Credit Loans                           37
     3.03 All Term Loan Advances                               37
     3.04 All Letters of Credit                                38


SECTION 4.  REPRESENTATIONS AND WARRANTIES                     38
     4.01 Existence and Power                                  39
     4.02 Authorization                                        39
     4.03 Binding Effect                                       39
     4.04 Financial Statements                                 39
     4.05 Litigation                                           40
     4.06 Pension and Welfare Plans                            40
     4.07 Tax Returns and Payment                              40
     4.08 Subsidiaries                                         40
     4.09 Compliance With Other Instruments; None Burdensome   41
     4.10 Other Debt, Guarantees and Capitalized Leases        41
     4.11 Labor Matters                                        41
     4.12 Title to Property                                    42
     4.13 Regulation U                                         42
     4.14 Multi-Employer Pension Plan Amendments Act of 1980   42
     4.15 Investment Company Act of 1940; Public Utility Holding Company
          Act of 1935                                          42
     4.16 Patents, Trademarks, Copyrights, Licenses, Etc       42
     4.17 Environmental and Safety and Health Matters          42
     4.18 Investments                                          43
     4.19 No Default                                           43
     4.20 Government Contracts                                 43
     4.21 Purchase and Other Commitments and Outstanding Bids  43
     4.22 Disclosure                                           43


SECTION 5.  COVENANTS                                          44
     5.01 Affirmative Covenants of Borrower                    44
          (a)  Information                                     44
          (b)  Payment of Indebtedness                         45
          (c)  Books and Records, Consultations and Inspections46
          (d)  Payment of Taxes                                46
          (e)  Payment of Claims                               46
          (f)  Existence                                       46
          (g)  Maintenance of Property                         47
          (h)  Compliance with Laws, Regulations, Etc          47
          (i)  Environmental Matters                           47
          (j)  ERISA Compliance                                47
          (k)  Notices                                         48
          (l)  Insurance                                       49
          (m)  Further Assurances                              49
          (n)  Accountant                                      49
          (o)  Financial Covenants                             49
          (p)  Subsidiaries                                    50
          (q)  Landlord Consents                               50
     5.02 Negative Covenants of Borrower                       50
          (a)  Limitation on Indebtedness                      50
          (b)  Limitation on Liens                             51
          (c)  Consolidation, Merger, Sale of Property, Etc.   51
          (d)  Sale and Leaseback Transactions                 51
          (e)  Sale or Discount of Accounts                    51
          (f)  Transactions with Affiliates                    51
          (g)  Changes in Nature of Business                   52
          (h)  Fiscal Year                                     52
          (i)  Stock Redemptions and Distributions             52
          (j)  Pension Plans                                   52
          (k)  Subordinated Indebtedness                       52
          (l)  Restricted Investments, Acquisitions            52
          (m)  Subsidiaries                                    52
          (n)  Limitations on Restrictive Agreements           52
     5.03 Use of Proceeds                                      53


SECTION 6.  EVENTS OF DEFAULT                                  53


SECTION 7.  GENERAL                                            57
     7.01 No Waiver                                            57
     7.02 Right of Set-Off                                     57
     7.03 Cost and Expenses                                    58
     7.04 Environmental Indemnity                              58
     7.05 General Indemnity                                    58
     7.06 Authority to Act                                     59
     7.07 Notices                                              59
     7.08 Consent to Jurisdiction; Waiver of Jury Trial        59
     7.09 Governing Law                                        60
     7.10 Amendments and Waivers                               60
     7.11 References; Headings for Convenience                 60
     7.12 Successors and Assigns                               60
     7.13 NO ORAL AGREEMENTS; ENTIRE AGREEMENT                 60
     7.14 Severability                                         61
     7.15 Counterparts                                         61
     7.16 Resurrection of the Borrower's Obligations           61
     7.17 Resurrection of the LaBarge Properties' Obligations  61
     7.18 Independence of Covenants                            61


                                 LOAN AGREEMENT

      THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of  the
12th day of March, 2002, by and among LABARGE, INC., a Delaware corporation (the
"Company"),   LABARGE   PROPERTIES,  INC.,  a  Missouri  corporation   ("LaBarge
Properties"), and U.S. BANK NATIONAL ASSOCIATION ("Lender").

                                   WITNESSETH:

      WHEREAS, (a) the Company has applied for a revolving credit facility  from
Lender  consisting  of  revolving credit loans  and  letters  of  credit  in  an
aggregate  principal amount of up to $15,000,000.00 and (b)  LaBarge  Properties
has applied to Lender for a term loan from Lender in the principal amount of  up
to $6,400,000.00; and

     WHEREAS, Lender is willing to make said revolving credit facility available
to  the Company and to make said term loan available to LaBarge Properties upon,
and subject to, the terms, provisions and conditions hereinafter set forth;

      NOW,  THEREFORE, in consideration of the premises and for other  good  and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  Company,  LaBarge  Properties  and  Lender  hereby  mutually
covenant and agree as follows:

SECTION 1.  DEFINITIONS.

      1.01  Definitions.   In addition to the terms defined  elsewhere  in  this
Agreement or in any Exhibit or Schedule hereto, when used in this Agreement, the
following  terms  shall  have the following meanings  (such  meanings  shall  be
equally  applicable to the singular and plural forms of the terms used,  as  the
context requires):

      Account Debtor shall mean any Person who is and/or may become obligated to
the Company and/or LaBarge/STC, Inc. under or on account of any of the Accounts.

      Accounts  shall mean all trade accounts receivable of each of the  Company
and  LaBarge/STC,  Inc.  arising  out of the bona  fide  sale  of  goods  and/or
performance  of services in the ordinary course of such Person's business  which
have been invoiced by such Person.

      Acquisition  shall mean any transaction or series of related transactions,
consummated on or after the date of this Agreement, by which the Company or  any
Subsidiary directly or indirectly (a) acquires all or substantially all  of  the
assets  comprising  one  or  more business units of any  other  Person,  whether
through  purchase  of  assets,  merger or otherwise  or  (b)  acquires  (in  one
transaction  or  as the most recent transaction in a series of transactions)  at
least  (i)  a majority (in number of votes) of the stock and/or other securities
of  a  corporation having ordinary voting power for the  election  of  directors
(other  than stock and/or other securities having such power only by  reason  of
the happening of a contingency), (ii) a majority (by percentage of voting power)
of  the outstanding partnership interests of a partnership, (iii) a majority (by
percentage of voting power) of the outstanding membership interests of a limited
liability  company  or  (iv)  a  majority of  the  ownership  interests  in  any
organization  or  entity  other  than  a  corporation,  partnership  or  limited
liability company.

      Adjusted  Prime  Rate shall mean the Prime Rate plus the Applicable  Prime
Margin. The Adjusted Prime Rate shall be adjusted automatically on and as of the
effective  date  of  any change in the Prime Rate and/or  the  Applicable  Prime
Margin.

      Affiliate  shall mean any Person (a) which directly or indirectly  through
one or more intermediaries controls, is controlled by or is under common control
with the Company or any Subsidiary, (b) which directly or indirectly through one
or more intermediaries beneficially owns or holds or has the power to direct the
voting power of Five Percent (5%) or more of any class of capital stock or other
equity  interests of the Company or any Subsidiary, (c) which has  Five  Percent
(5%)  or  more  of  any  class of its capital stock or  other  equity  interests
beneficially  owned  or  held, directly or indirectly, by  the  Company  or  any
Subsidiary  or (d) who is a director, officer or manager of the Company  or  any
Subsidiary.  For purposes of this definition, "control" shall mean the power  to
direct  the management and policies of a Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise.

      Applicable Commitment Fee Rate, Applicable LIBOR Margin, Applicable  Prime
Margin  and Applicable Letter of Credit Commitment Fee Rate shall mean  the  per
annum  rate  shown  in  the  applicable column below  based  on  the  applicable
Consolidated Debt to Consolidated EBITDA Ratio:

If the           Applicable                              Applicable
Consolidated     Commitment  Applicable    Applicable    Letter of
Debt to          Fee Rate is LIBOR Margin  Prime Margin  Credit
Consolidated                 is            is            Commitment
EBITDA Ratio                                             Fee Rate is
is, then

 2.5 to 1.0      0.35%       2.50%         0.75%         2.50%

 2.0 to 1.0 but
< 2.5 to 1.0     0.25%       1.75%         0.25%         1.75%

 1.5 to 1.0 but
< 2.0 to 1.0     0.20%       1.50%         0.00%         1.50%

< 1.5 to 1.0     0.20%       0.75%         -0.25%        0.75%

The  determination of the Applicable Commitment Fee Rate, the  Applicable  LIBOR
Margin,  the  Applicable  Prime  Margin and  the  Applicable  Letter  of  Credit
Commitment  Fee Rate as of any date shall be based on the Consolidated  Debt  to
Consolidated  EBITDA  Ratio  as of the end of the  most  recently  ended  fiscal
quarter  of  the Company for which financial statements of the Company  and  its
Subsidiaries have been delivered to the Lender pursuant to Section 5.01(a),  and
shall  be  effective for purposes of determining the Applicable  Commitment  Fee
Rate,  the  Applicable  LIBOR  Margin,  the  Applicable  Prime  Margin  and  the
Applicable Letter of Credit Commitment Fee Rate from and after the first day  of
the  first  month  immediately following the date  on  which  delivery  of  such
financial  statements  is  required until the  first  day  of  the  first  month
immediately  following the next such date on which delivery  of  such  financial
statements of the Company and its Subsidiaries is so required.  For example, the
Consolidated  Debt  to Consolidated EBITDA Ratio as of the  end  of  the  fiscal
quarter  of  the  Company  ending March 31, 2002, will be  determined  from  the
financial  statements of the Company and its Subsidiaries  as  of  and  for  the
fiscal  quarter of the Company ending March 31, 2002 (which are required  to  be
delivered  to  the  Lender  on or before May 15, 2002),  and  will  be  used  in
determining the Applicable Commitment Fee Rate, the Applicable LIBOR Margin, the
Applicable Prime Margin and the Applicable Letter of Credit Commitment Fee  Rate
from  and  after June 1, 2002. Notwithstanding the foregoing, during the  period
commencing on the date of this Agreement and ending May 31, 2002, (a) Applicable
Commitment  Fee  Rate  shall mean 0.20% per annum, (b) Applicable  LIBOR  Margin
shall  mean  0.75% per annum, (c) Applicable Prime Margin shall mean -0.25%  per
annum  and (d) Applicable Letter of Credit Commitment Fee Rate shall mean  0.75%
per annum.

      Attorneys'  Fees  shall mean the reasonable fees (and costs,  charges  and
expenses related thereto) of the attorneys (and all paralegals, accountants  and
other  staff employed by such attorneys) employed by Lender (including,  without
limitation,  attorneys  and  paralegals who  are  employees  of  Lender  or  any
affiliate  of  Lender) from time to time (a) in connection with the negotiation,
preparation,  execution, delivery, amendment, modification, extension,  renewal,
administration and/or enforcement of this Agreement and/or any other Transaction
Document,  (b) in connection with the preparation, negotiation or  execution  of
any  waiver  or  consent  with  respect  to  this  Agreement  and/or  any  other
Transaction  Document, (c) in connection with any Default or  Event  of  Default
under  this  Agreement,  (d)  to represent Lender in  any  litigation,  contest,
dispute,  suit  or  proceeding,  or to commence,  defend  or  intervene  in  any
litigation,  contest,  dispute, suit or proceeding, or  to  file  any  petition,
complaint,  answer, motion or other pleading or to take any other action  in  or
with  respect  to any litigation, contest, dispute, suit or proceeding  (whether
instituted by Lender, the Company, LaBarge Properties, any other Obligor or  any
other  Person  and  whether in bankruptcy or otherwise) in any  way  or  respect
relating to this Agreement, any other Transaction Document, the Company, LaBarge
Properties,  any  other Obligor, any Subsidiary and/or any  Collateral,  (e)  to
protect,  collect, lease, sell, take possession of or liquidate any  Collateral,
(f)  to  attempt  to  enforce any security interest in or other  Lien  upon  any
Collateral or to give any advice with respect to such enforcement and/or (g)  to
enforce  any of the rights or remedies of Lender to collect any of the Company's
Obligations  and/or any Guarantee thereof and/or any of the LaBarge  Properties'
Obligations and/or any Guarantee thereof.

     Borrowing Base shall mean, as of the date of any determination thereof, the
sum of:

           (a)  Eighty Percent (80%) of the face amount of the Eligible Accounts
     of  each of the Company and LaBarge/STC, Inc. as of such date (less maximum
     discounts,  credits  and allowances which may be taken  by  or  granted  to
     Account  Debtors  in connection therewith and/or adjustments  for  reserves
     and  allowances deemed appropriate by Lender in its good faith discretion);
     plus

           (b)   the lesser of (i) Forty Percent (40%) of the Eligible Inventory
     of  each  of the Company and LaBarge/STC, Inc. as of such date,  valued  at
     the   lower   of   cost  or  market  in  accordance  with  GAAP   or   (ii)
     $10,500,000.00.

      Notwithstanding any provision contained in this definition  of  "Borrowing
Base" to the contrary, Lender may at any time and from time to time, in its sole
and  absolute  discretion,  loan  to the Company  more  than  the  above  stated
percentage of Eligible Accounts and/or more than the above stated percentage  of
the  value  of  Eligible  Inventory, without notice to  the  Company;  provided,
however, that no such over-advance shall establish a custom or course of dealing
or  entitle  the  Company  to  any subsequent over-advance  under  the  same  or
different circumstances.

      Borrowing  Base  Certificate shall have the meaning  ascribed  thereto  in
Section 2.01(b).

      Business Day shall mean any day except a Saturday, Sunday or legal holiday
observed by Lender.

      Capital  Expenditure shall mean any expenditure to purchase  or  otherwise
acquire  a  fixed  asset (other than a Capitalized Lease Obligation)  which,  in
accordance with GAAP, is required to be capitalized on the balance sheet of  the
Person making the same.

      Capitalized  Lease shall mean any lease of Property, whether  real  and/or
personal, by a Person as lessee which in accordance with GAAP is required to  be
capitalized on the balance sheet of such Person.

      Capitalized Lease Obligations of any Person shall mean, as of the date  of
any  determination thereof, the amount at which the aggregate rental obligations
due and to become due under all Capitalized Leases under which such Person is  a
lessee  would be reflected as a liability on a balance sheet of such  Person  in
accordance with GAAP.

      CERCLA  shall mean the Comprehensive Environmental Response,  Compensation
and  Liability  Act  of  1980,  as  amended  by  the  Superfund  Amendments  and
Reauthorization Act of 1986, 42 U.S.C. 9601 et seq., and as the  same  may  from
time to time be further amended.

      Change of Control Event shall mean the beneficial ownership or acquisition
by  any  Person  or group of Persons who are Affiliates (in any  transaction  or
series  of  related transactions) of (a) more than Fifty Percent  (50%)  of  the
Voting  Stock  of  the  Company, (b) the power to elect, appoint  or  cause  the
election  or appointment of at least a majority of the members of the  Board  of
Directors  of  the  Company or (c) all or substantially all of  the  assets  and
Properties of the Company.

      Code  shall  mean the Internal Revenue Code of 1986, as amended,  and  any
successor  statute of similar import, together with the regulations  thereunder,
in each case as in effect from time to time.  References to sections of the Code
shall be construed to also refer to any successor sections.

      Collateral  shall  mean  any Property of the Company,  LaBarge  Properties
and/or  any other Obligor which now or at any time hereafter secures the payment
or  performance of any of the Company's Obligations and/or any Guarantee thereof
and/or any of the LaBarge Properties' Obligations and/or any Guarantee thereof.

      Company  Guaranty shall mean that certain Guaranty dated as  of  the  date
hereof  and  executed  by the Company in favor of Lender  with  respect  to  the
indebtedness of LaBarge Properties to Lender, as the same may from time to  time
be amended, modified, extended, renewed or restated.

       Company's  Obligations  shall  mean  any  and  all  present  and   future
indebtedness  (principal, interest, fees, collection  costs  and  expenses,  and
other  amounts),  liabilities  and obligations (including,  without  limitation,
guaranty  obligations, letter of credit reimbursement obligations and  indemnity
obligations)  of  the  Company to Lender evidenced by or  arising  under  or  in
respect  of  this  Agreement, the Revolving Credit Note, any  other  Transaction
Document and/or any other agreement, document or instrument heretofore,  now  or
hereafter executed and delivered by the Company to Lender, in each case  whether
now existing or hereafter arising, absolute or contingent, joint and/or several,
secured  or  unsecured,  direct  or  indirect,  expressed  or  implied  in  law,
contractual  or tortious, liquidated or unliquidated, at law or  in  equity,  or
otherwise,  and whether created directly or acquired by Lender by assignment  or
otherwise, and any and all costs of collection and/or Attorneys' Fees from  time
to time incurred in connection therewith.

      Company  Patent, Trademark and License Security Agreement shall mean  that
certain  Patent, Trademark and License Security Agreement dated as of  the  date
hereof and executed by the Company in favor of Lender, as the same may from time
to time be amended, modified, extended, renewed or restated.

     Company Security Agreement shall mean that certain Security Agreement dated
as  of  the date hereof and executed by the Company in favor of Lender,  as  the
same may from time to time be amended, modified, extended, renewed or restated.

      Consolidated Debt shall mean, as of the date of any determination thereof,
all  Debt  of  the  Company and its Subsidiaries (other  than  any  Subordinated
Indebtedness of the Company) as of such date, determined on a consolidated basis
and in accordance with GAAP.

      Consolidated Debt to Consolidated EBITDA Ratio shall mean, as of the  last
day of any fiscal quarter of the Company, the ratio of (a) Consolidated Debt  as
of  such  day  to  (b)  Consolidated EBITDA for the four (4) consecutive  fiscal
quarter period of the Company ending on such day.

      Consolidated EBITDA shall mean, for the period in question, the sum of (a)
Consolidated  Net Income during such period plus (b) to the extent  deducted  in
determining  such Consolidated Net Income, the sum of (i) Consolidated  Interest
Expense  during  such period, plus (ii) all provisions for any  Federal,  state,
local  and/or  foreign  income taxes made by the Company  and  its  Subsidiaries
during  such period (whether paid or deferred), plus (iii) all depreciation  and
amortization  expenses of the Company and its Subsidiaries during  such  period,
plus  (iv) any extraordinary losses during such period, plus (v) any losses from
the  sale or other disposition of Property other than in the ordinary course  of
business during such period plus (vi) any non-cash charge required to be made by
the  Company during such period for impairment of goodwill under U.S.  Financial
Accounting  Standard Number 142 entitled "Goodwill and Other Intangible  Assets"
minus  (c) to the extent added in determining such Consolidated Net Income,  the
sum  of (i) any extraordinary gains during such period plus (ii) any gains  from
the  sale or other disposition of Property other than in the ordinary course  of
business  during  such  period, all determined on a consolidated  basis  and  in
accordance with GAAP.

      Consolidated  Interest  Coverage Ratio  shall  mean,  for  the  period  in
question, the ratio of (a) the sum of (i) Consolidated EBITDA during such period
minus  (ii)  the aggregate amount of all Capital Expenditures made by,  and  the
aggregate  amount of Capitalized Lease Obligations incurred by, the Company  and
its  Subsidiaries during such period to (b) Consolidated Interest Expense during
such period, all determined on a consolidated basis and in accordance with GAAP.

      Consolidated  Interest  Expense shall mean, for the  period  in  question,
without  duplication,  all  gross  interest  expense  of  the  Company  and  its
Subsidiaries  (including, without limitation, all commissions, discounts  and/or
related  amortization and other fees and charges owed by  the  Company  and  its
Subsidiaries  with respect to letters of credit, the net costs  associated  with
interest  swap  obligations  of  the Company and its  Subsidiaries,  capitalized
interest expense, the interest portion of Capitalized Lease Obligations and  the
interest  portion  of any deferred payment obligation) during such  period,  all
determined on a consolidated basis and in accordance with GAAP.

      Consolidated Net Income shall mean the after-tax net income (or  loss)  of
the  Company  and its Subsidiaries for the period in question, determined  on  a
consolidated basis and in accordance with GAAP.

      Consolidated  Net  Worth shall mean, as of the date of  any  determination
thereof,  the  amount of the capital stock accounts (net of treasury  stock,  at
cost) of the Company and its Subsidiaries as of such date plus (or minus in  the
case  of  a  deficit) the surplus and retained earnings of the Company  and  its
Subsidiaries  as  of such date, all determined on a consolidated  basis  and  in
accordance with GAAP.

      Consolidated  Tangible  Net  Worth shall mean,  as  of  the  date  of  any
determination  thereof, the sum of (a) Consolidated Net Worth as  of  such  date
minus  (b)  the  book  value of all Intangible Assets of  the  Company  and  its
Subsidiaries  as  of such date, all determined on a consolidated  basis  and  in
accordance with GAAP.

     Debt of any Person shall mean, as of the date of determination thereof, the
sum  of (a) all Indebtedness of such Person for borrowed money or which has been
incurred in connection with the purchase or other acquisition of Property (other
than  unsecured  trade  accounts payable incurred  in  the  ordinary  course  of
business) plus (b) all Capitalized Lease Obligations of such Person plus (c) the
aggregate  undrawn  face  amount of all letters of credit  and/or  surety  bonds
issued for the account and/or upon the application of such Person together  with
all  unreimbursed drawings with respect thereto plus (d) all Guarantees by  such
Person of Debt of others.

      Deed  of  Trust shall mean that certain Deed of Trust, Security Agreement,
Assignment  of Leases and Rents and Fixture Filing dated as of the  date  hereof
and  executed by LaBarge Properties in favor of Tarquad Corporation  as  trustee
for  Lender,  as the same may from time to time be amended, modified,  extended,
renewed or restated.

      Default  shall mean any event or condition the occurrence of which  would,
with  the  lapse  of time or the giving of notice or both, become  an  Event  of
Default.

      Distribution in respect of any corporation or other entity shall mean: (a)
dividends  or other distributions (other than stock dividends and stock  splits)
on  or in respect of any of the capital stock or other equity interests of  such
corporation  or  other  entity;  and (b) the  redemption,  repurchase  or  other
acquisition  of any capital stock or other equity interests of such  corporation
or other entity or of any warrants, rights or other options to purchase any such
capital stock or other equity interests.

      Eligible  Accounts  shall mean all Accounts of each  of  the  Company  and
LaBarge/STC,  Inc. other than: (a) Accounts which remain unpaid  for  more  than
ninety  (90) days after their invoice dates and Accounts which are not  due  and
payable within ninety (90) days after their invoice dates; (b) Accounts owing by
a single Account Debtor, including a currently scheduled Account, if Twenty-Five
Percent  (25%)  or  more of the balance owing by said Account Debtor  upon  said
Accounts  is ineligible pursuant to clause (a) above; (c) Accounts with  respect
to  which the Account Debtor is a shareholder, member or partner of the  Company
and/or  LaBarge/STC, Inc. or an Affiliate; (d) Accounts with  respect  to  which
payment  by  the  Account Debtor is or may be conditional and Accounts  commonly
known  as  bill and hold Accounts or Accounts of a similar or like  arrangement;
(e)  Accounts  with  respect to which the Account Debtor is not  a  resident  or
citizen  of  or otherwise located in the continental United States  of  America,
unless  such Accounts are backed in full by an irrevocable letter of  credit  in
form  and substance satisfactory to Lender issued by a domestic commercial  bank
acceptable to Lender; (f) Accounts with respect to which the Account  Debtor  is
the  United  States  of America, any state of the United  States  or  any  other
governmental  body or any department, agency or instrumentality of  any  of  the
foregoing,  unless such Accounts are duly assigned to Lender in accordance  with
all  applicable  governmental and regulatory rules and  regulations  (including,
without limitation, the Federal Assignment of Claims Act of 1940, as amended, if
applicable)  so that Lender is recognized by the Account Debtor to have  all  of
the  rights of an assignee of such Accounts; (g) Accounts with respect to  which
the Company or LaBarge/STC, Inc., as the case may be, is or may become liable to
the Account Debtor for goods sold or services rendered by such Account Debtor to
the Company or LaBarge/STC, Inc., as the case may be, but only to the extent  of
the  then  aggregate liability of the Company or LaBarge/STC, Inc., as the  case
may be, to such Account Debtor (i.e. the excess of the aggregate face amount  of
Accounts  of such Account Debtor over the aggregate liability of the Company  or
LaBarge/STC,  Inc., as the case may be, to such Account Debtor shall  constitute
an  Eligible Account unless otherwise excepted under this definition of Eligible
Accounts);  (h)  Accounts with  respect to which the goods giving  rise  thereto
have  not  been  shipped and delivered to and accepted as  satisfactory  by  the
Account  Debtor  thereof or with respect to which the services performed  giving
rise thereto have not been completed and accepted as satisfactory by the Account
Debtor thereof; (i) Accounts which are not invoiced (and dated as of such  date)
and  sent to the Account Debtor thereof concurrently with or not later than five
(5)  days  after the shipment and delivery to said Account Debtor of  the  goods
giving  rise  thereto  or the performance of the services giving  rise  thereto;
(j)  Accounts with respect to which possession and/or control of the goods  sold
giving  rise  thereto  is  held,  maintained  or  retained  by  the  Company  or
LaBarge/STC,  Inc.,  as the case may be (or by any agent  or  custodian  of  the
Company  or LaBarge/STC, Inc., as the case may be) for the account of or subject
to further and/or future direction from the Account Debtor thereof; (k) Accounts
arising  from  a consignment sale, a "sale on approval" or a "sale  or  return";
(l) Accounts as to which Lender, at any time or times hereafter, determines,  in
good  faith, that the prospects of payment or performance by the Account  Debtor
is  or  will  be  impaired in any material respect; (m) Accounts of  an  Account
Debtor  to  the  extent, but only to the extent, that the same exceed  a  credit
limit  determined by Lender in its good faith discretion, at any time  or  times
hereafter;  (n) Accounts which are subject to any dispute, offset, counterclaim,
discount  (except  for prompt payment discounts that do not exceed  Two  Percent
(2%) of the invoice amount) or other claim or defense on the part of the Account
Debtor  or to any claim on the part of the Account Debtor contesting or  denying
liability  under  such Account; (o) Accounts with respect to which  the  Account
Debtor  is  located in the State of New Jersey, the State of  Minnesota  or  the
State of West Virginia; provided, however, that such restriction shall not apply
if  the Company or LaBarge/STC, Inc., as the case may be, (i) has filed and  has
effective (A) in respect of Account Debtors located in the State of New  Jersey,
a  Notice of Business Activities Report with the State of New Jersey Division of
Taxation for the then current year, (B) in respect of Account Debtors located in
the  State of Minnesota, a Minnesota Business Activity Report with the Minnesota
Department  of  Revenue for the then current year or (C) in respect  of  Account
Debtors located in the State of West Virginia, a West Virginia Business Activity
Report with the West Virginia Department of Tax and Revenue for the then current
year,   as   applicable,  or  (ii)  is  otherwise  exempt  from  such  reporting
requirements  under the laws of such State(s); and (p) Accounts  which  are  not
subject  to  a first priority perfected security interest and lien in  favor  of
Lender.

      Eligible  Inventory shall mean all Inventory of each of  the  Company  and
LaBarge/STC, Inc. which consists of raw materials, work-in-process  or  finished
goods  (specifically excluding any Inventory of the Company  which  consists  of
packaging  materials and/or shipping materials) other than:  (a)  any  Inventory
which  is obsolete; (b) any Inventory which Lender has in good faith determined,
in accordance with Lender's customary business practices, is unacceptable due to
age,  type, category, quality and/or quantity; (c) any Inventory of the  Company
which  is  not  located at a location owned by the Company  (including,  without
limitation,  any Inventory in the possession of a warehouseman or processor  for
the  Company)  unless  the  Company has obtained and delivered  to  Lender  such
landlord  waivers, warehousemen waivers, bailee letters, access  and  non-offset
agreements  and/or other agreements, documents or notices as may be required  by
Lender  with  respect to such Inventory; (d) any Inventory of LaBarge/STC,  Inc.
which  is  not  located  at  a location owned by LaBarge/STC,  Inc.  (including,
without  limitation,  any  Inventory in the  possession  of  a  warehouseman  or
processor  for  LaBarge/STC, Inc.) unless LaBarge/STC,  Inc.  has  obtained  and
delivered to Lender such landlord waivers, warehousemen waivers, bailee letters,
access  and non-offset agreements and/or other agreements, documents or  notices
as  may  be required by Lender with respect to such Inventory; (e) any Inventory
which  is  held by the Company or LaBarge/STC, Inc. on a consignment,  "sale  on
approval" or "sale or return" basis; (f) any Inventory which is held by a  third
party  on a consignment, "sale on approval" or "sale or return" basis;  (g)  any
Inventory which is not located in the continental United States of America;  (h)
any  Inventory of the Company which is not located at the chief executive office
of the Company, one of the locations listed on Exhibit A to the Company Security
Agreement  or  another location with respect to which the Company  has  complied
with  all of the requirements of Section 2(h) of the Company Security Agreement;
(i)  any  Inventory  of  LaBarge/STC, Inc. which is not  located  at  the  chief
executive office of LaBarge/STC, Inc., one of the locations listed on Exhibit  A
to  the LaBarge/STC Security Agreement or another location with respect to which
LaBarge/STC, Inc. has complied with all of the requirements of Section  2(h)  of
the  LaBarge/STC Security Agreement; and (j) any Inventory which is not  subject
to a first priority perfected security interest and lien in favor of Lender.

      Environmental Claim shall mean any administrative, regulatory or  judicial
action,  judgment,  order, consent decree, suit, demand, demand  letter,  claim,
Lien,  notice  of noncompliance or violation, investigation or other  proceeding
arising  (a)  pursuant  to any Environmental Law or governmental  or  regulatory
approval  issued under any such Environmental Law, (b) from the  presence,  use,
generation,   storage,   treatment,  Release,  threatened   Release,   disposal,
remediation or other existence of any Hazardous Substance, (c) from any removal,
remedial,  corrective or other response action pursuant to an Environmental  Law
or the order of any governmental or regulatory authority or agency, (d) from any
third  party  seeking  damages,  contribution, indemnification,  cost  recovery,
compensation,  injunctive  or  other  relief  in  connection  with  a  Hazardous
Substance or arising from alleged injury or threat of injury to health,  safety,
natural  resources or the environment or (e) from any Lien against any  Property
owned,  leased  or operated by the Company or any Subsidiary  in  favor  of  any
governmental  or  regulatory authority or agency in connection with  a  Release,
threatened Release or disposal of a Hazardous Substance.

      Environmental Law shall mean any Federal, state, local, foreign  or  other
statute,  law,  rule,  regulation,  order,  consent  decree,  judgment,  permit,
license,  code,  covenant,  deed restriction, common  law,  treaty,  convention,
ordinance  or  other  requirement  relating to  public  health,  safety  or  the
environment,   including,  without  limitation,  those  relating  to   Releases,
discharges or emissions to air, water, land or groundwater, to the withdrawal or
use  of  groundwater,  to the use and handling of polychlorinated  biphenyls  or
asbestos,  to  the disposal, treatment, storage or management  of  hazardous  or
solid  waste,  Hazardous Substances or crude oil, or any  fraction  thereof,  to
exposure  to  toxic  or  hazardous materials, to the  handling,  transportation,
discharge  or  release of gaseous or liquid Hazardous Substances and  any  rule,
regulation,  order,  notice or demand issued pursuant to such  law,  statute  or
ordinance,  in  each  case applicable to any of the Property  owned,  leased  or
operated  by  the  Company or any Subsidiary or the operation,  construction  or
modification of any such Property, including, without limitation, the following:
CERCLA,  the  Solid Waste Disposal Act, as amended by the Resource  Conservation
and  Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of  1984,
the  Hazardous  Materials  Transportation Act, as  amended,  the  Federal  Water
Pollution  Control  Act, as amended by the Clean Water Act  of  1976,  the  Safe
Drinking  Water  Control Act, the Clean Air Act of 1966, as amended,  the  Toxic
Substances Control Act of 1976, the Occupational Safety and Health Act of  1970,
as  amended, the Emergency Planning and Community Right-to-Know Act of 1986, the
National Environmental Policy Act of 1975, the Oil Pollution Act of 1990 and any
similar  or implementing state or local law, and any state or local statute  and
any  further amendments to these laws providing for financial responsibility for
cleanup  or  other actions with respect to the Release or threatened Release  of
Hazardous  Substances  or  crude oil, or any fraction  thereof  and  all  rules,
regulations, guidance documents and publication promulgated thereunder.

      ERISA  shall mean the Employee Retirement Income Security Act of 1974,  as
amended,  and  any  successor  statute of  similar  import,  together  with  the
regulations thereunder, in each case as in effect from time to time.  References
to sections of ERISA shall be construed to also refer to any successor sections.

      ERISA  Affiliate  shall mean any corporation, trade or business  that  is,
along  with  the  Company or any Subsidiary, a member of a controlled  group  of
corporations  or  a controlled group of trades or businesses,  as  described  in
Sections 414(b) and 414(c), respectively, of the Code or Section 4001 of ERISA.

      Eurodollar  Business Day shall mean any Business Day on  which  commercial
bank(s)  are  open  for  international business (including  dealings  in  dollar
deposits) in London.

     Event of Default shall have the meaning ascribed thereto in Section 6.

      Existing  Subordinated  Notes shall mean those  certain  7.5%  Convertible
Subordinated  Notes  due June 2003 of the Company in the  aggregate  outstanding
principal  amount of approximately $5,621,000.00 and any extensions or  renewals
thereof.

      GAAP shall mean, at any time, generally accepted accounting principles  at
such time in the United States.

      Guarantee by any Person shall mean any obligation (other than endorsements
of  negotiable instruments for deposit or collection in the ordinary  course  of
business),  contingent or otherwise, of such Person guaranteeing, or  in  effect
guaranteeing, any Indebtedness, liability, dividend or other obligation  of  any
other  Person  (the  "primary  obligor") in  any  manner,  whether  directly  or
indirectly, including, without limitation, all obligations incurred  through  an
agreement,  contingent  or  otherwise, by such  Person:  (a)  to  purchase  such
Indebtedness  or obligation or any Property constituting security therefor,  (b)
to  advance or supply funds (i) for the purchase or payment of such Indebtedness
or obligation, (ii) to maintain working capital or other balance sheet condition
or  otherwise to advance or make available funds for the purchase or payment  of
such  Indebtedness  or  obligation,  (iii) to  lease  property  or  to  purchase
securities  or other property or services primarily for the purpose of  assuring
the  owner  of  such Indebtedness or obligation of the ability  of  the  primary
obligor  to make payment of the Indebtedness or obligation or (iv) otherwise  to
assure  the  owner  of  the Indebtedness or obligation of  the  primary  obligor
against  loss  in  respect thereof.  For the purposes of all  computations  made
under  this  Agreement, a Guarantee in respect of any Indebtedness for  borrowed
money shall be deemed to be Indebtedness equal to the then outstanding principal
amount of such Indebtedness for borrowed money which has been guaranteed or such
lesser  amount  to which the maximum exposure of the guarantor shall  have  been
specifically  limited,  and a Guarantee in respect of any  other  obligation  or
liability  or  any  dividend  shall be deemed to be Indebtedness  equal  to  the
maximum  aggregate  amount of such obligation, liability  or  dividend  or  such
lesser  amount  to which the maximum exposure of the guarantor shall  have  been
specifically  limited.  Guarantee when used as a verb shall have  a  correlative
meaning.

      Guarantor Subsidiary shall mean each of LaBarge Wireless, Inc., a Missouri
corporation, LaBarge/STC, Inc., a Texas corporation and LaBarge - OCS,  Inc.,  a
Delaware  corporation;  and  Guarantor  Subsidiaries  shall  mean  all  of   the
foregoing.

      Hazardous Substance shall mean any hazardous or toxic material,  substance
or  waste,  pollutant or contaminant which is regulated under any  Environmental
Law  or  any  other statute, law, ordinance, rule or regulation of any  Federal,
state,  local,  foreign  or other body, instrumentality,  agency,  authority  or
official  having jurisdiction over any of the Property owned, leased or operated
by  the Company or any Subsidiary or its use, including, without limitation, any
material,  substance  or waste which is: (a) defined as  a  hazardous  substance
under  Section 311 of the Federal Water Pollution Control Act (33 U.S.C.  1317),
as  amended;  (b) regulated as a hazardous waste under Section 1004  or  Section
3001  of  the  Federal  Solid Waste Disposal Act, as  amended  by  the  Resource
Conservation  and  Recovery  Act  (42 U.S.C. 6901  et  seq.),  as  amended;  (c)
defined  as  a  hazardous  substance  under Section  101  of  the  Comprehensive
Environmental  Response,  Compensation and Liability  Act  (42  U.S.C.  9601  et
seq.),  as  amended;  or  (d) defined or regulated as a hazardous  substance  or
hazardous  waste  under any rules or regulations promulgated under  any  of  the
foregoing statutes.

      Indebtedness shall mean, with respect to any Person, without  duplication,
all indebtedness, liabilities and obligations of such Person which in accordance
with  GAAP are required to be classified upon a balance sheet of such Person  as
liabilities  of such Person, and in any event shall include all (a)  obligations
of such Person for borrowed money or which have been incurred in connection with
the  purchase or other acquisition of Property, (b) obligations secured  by  any
Lien  on,  or  payable out of the proceeds of or production from,  any  Property
owned  by  such Person, whether or not such Person has assumed or become  liable
for   the  payment  of  such  obligations,  (c)  indebtedness,  liabilities  and
obligations of third parties, including joint ventures and partnerships of which
such  Person  is  a venturer or general partner, recourse to which  may  be  had
against  such  Person, (d) obligations created or arising under any  conditional
sale  or  other title retention agreement with respect to Property  acquired  by
such  Person,  notwithstanding the fact that the  rights  and  remedies  of  the
seller,  lender  or  lessor under such agreement in the  event  of  default  are
limited  to  repossession  or  sale  of such  Property,  (e)  Capitalized  Lease
Obligations of such Person, (f) the aggregate undrawn face amount of all letters
of  credit  and/or  surety  bonds issued for the  account  of  and/or  upon  the
application of such Person together with all unreimbursed drawings with  respect
thereto  and (g) indebtedness, liabilities and obligations of such Person  under
Guarantees.

      Intangible  Assets  shall  mean all patents,  trademarks,  service  marks,
copyrights,  trade  names, goodwill (including any amounts, however  designated,
representing  the cost of acquisition of business and investments in  excess  of
the  book  value  thereof), unamortized debt discount and  expense,  unamortized
deferred charges, deferred research and development costs, any write-up of asset
value  after  the  date  of this Agreement, non-competition  covenants,  signing
bonuses,  prepaid  expenses and other forms of prepaid assets,  deferred  taxes,
loans, advances and/or other amounts due from shareholders, directors, officers,
managers and/or employees, intercompany accounts, investments in and receivables
due  from  affiliates, deposits for insurance, utilities and the  like  and  any
other assets treated as intangible assets under GAAP.

     Interest Period shall mean:

          (a)  with respect to each Revolving Credit LIBOR Loan:

                (i)   initially, the period commencing on the date of such  Loan
          and  ending 1, 2, 3 or 6 months thereafter, as the Company  may  elect
          in the applicable Notice of Borrowing; and

                (ii)  thereafter, each period commencing on the last day of  the
          immediately  preceding Interest Period applicable  to  such  Revolving
          Credit  LIBOR Loan and ending 1, 2, 3 or 6 months thereafter,  as  the
          Company may elect pursuant to Section 2.06(a);

          provided that:

                (iii)      subject to clauses (iv) and (v) below,  any  Interest
          Period  which  would otherwise end on a day which is not a  Eurodollar
          Business  Day  shall  be  extended to the next  succeeding  Eurodollar
          Business  Day  unless such Eurodollar Business Day  falls  in  another
          calendar  month, in which case such Interest Period shall end  on  the
          immediately preceding Eurodollar Business Day;

                (iv)  subject  to  clause (v) below, any Interest  Period  which
          begins on the last Eurodollar Business Day of a calendar month (or  on
          a  day  for  which there is no numerically corresponding  day  in  the
          calendar  month at the end of such Interest Period) shall end  on  the
          last Eurodollar Business Day of a calendar month; and

                (v)  no Interest Period shall extend beyond the last day of  the
          Revolving Credit Period; and

          (b)  with respect to each Term LIBOR Loan:

                (i)   initially, the period commencing on the date  selected  by
          LaBarge  Properties in the applicable Interest Rate  Selection  Notice
          and  ending 1, 2, 3 or 6 months thereafter, as LaBarge Properties  may
          elect in the applicable Interest Rate Selection Notice; and

                (ii)  thereafter, each period commencing on the last day of  the
          immediately  preceding Interest Period applicable to such  Term  LIBOR
          Loan  and ending 1, 2, 3 or 6 months thereafter, as LaBarge Properties
          may elect in the applicable Interest Rate Selection Notice;

          provided that:

                (iii)      no Interest Period for a Term LIBOR Loan shall extend
          beyond  a  date  on  which LaBarge Properties is required  to  make  a
          scheduled payment of principal on the Term Loan unless the sum of  (A)
          the  aggregate principal amount of outstanding Term Prime  Loans  plus
          (B)  the  aggregate principal amount of outstanding Term  LIBOR  Loans
          with  Interest  Periods expiring on or before the date such  scheduled
          principal  payment  is due equals or exceeds the  aggregate  principal
          amount to be paid on the Term Loan on such principal payment date;

                (iv)  subject to clauses (v) and (vi) below, any Interest Period
          which  would otherwise end on a day which is not a Eurodollar Business
          Day  shall be extended to the next succeeding Eurodollar Business  Day
          unless  such Eurodollar Business Day falls in another calendar  month,
          in  which  case  such  Interest Period shall end  on  the  immediately
          preceding Eurodollar Business Day;

                (v)   subject  to clause (vi) below, any Interest  Period  which
          begins on the last Eurodollar Business Day of a calendar month (or  on
          a  day  for  which there is no numerically corresponding  day  in  the
          calendar  month at the end of such Interest Period) shall end  on  the
          last Eurodollar Business Day of a calendar month; and

                (vi) no Interest Period shall extend beyond the maturity date of
          the Term Loan.

      Interest Rate Selection Notice shall have the meaning ascribed thereto  in
Section 2.06(b).

      Inventory  shall mean all goods owned by the Company or LaBarge/STC,  Inc.
and held for sale or lease in the ordinary course of such Person's business.

      Investment  shall mean any investment (including, without limitation,  any
loan  or  advance) by the Company or any Subsidiary in or to any Person, whether
payment  therefor is made in cash or capital stock or other equity interests  of
the Company or any Subsidiary, and whether such investment is by acquisition  of
stock  or  other equity interests or Indebtedness, or by loan, advance, transfer
of  Property, capital contribution, equity or profit sharing interest, extension
of credit on terms other than those normal in the ordinary course of business or
otherwise.

      LaBarge - OCS Patent, Trademark and License Security Agreement shall  mean
that  certain Patent, Trademark and License Security Agreement dated as  of  the
date  hereof and executed by LaBarge - OCS, Inc. in favor of Lender, as the same
may from time to time be amended, modified, extended, renewed or restated.

     LaBarge - OCS Security Agreement shall mean that certain Security Agreement
dated  as  of  the date hereof and executed by LaBarge - OCS, Inc. in  favor  of
Lender,  as  the  same  may  from time to time be amended,  modified,  extended,
renewed or restated.

      LaBarge Properties' Obligations shall mean any and all present and  future
indebtedness  (principal, interest, fees, collection  costs  and  expenses,  and
other  amounts),  liabilities  and obligations (including,  without  limitation,
guaranty  obligations, letter of credit reimbursement obligations and  indemnity
obligations) of LaBarge Properties to Lender evidenced by or arising under or in
respect  of  this Agreement, the Term Loan Note, any other Transaction  Document
and/or  any other agreement, document or instrument heretofore, now or hereafter
executed and delivered by LaBarge Properties to Lender, in each case whether now
existing  or  hereafter arising, absolute or contingent, joint  and/or  several,
secured  or  unsecured,  direct  or  indirect,  expressed  or  implied  in  law,
contractual  or tortious, liquidated or unliquidated, at law or  in  equity,  or
otherwise,  and whether created directly or acquired by Lender by assignment  or
otherwise, and any and all costs of collection and/or Attorneys' Fees from  time
to time incurred in connection therewith.

      LaBarge/STC  Patent, Trademark and License Security Agreement  shall  mean
that  certain Patent, Trademark and License Security Agreement dated as  of  the
date  hereof and executed by LaBarge/STC, Inc. in favor of Lender, as  the  same
may from time to time be amended, modified, extended, renewed or restated.

      LaBarge/STC Security Agreement shall mean that certain Security  Agreement
dated  as  of  the  date hereof and executed by LaBarge/STC, Inc.  in  favor  of
Lender,  as  the  same  may  from time to time be amended,  modified,  extended,
renewed or restated.

      LaBarge  Wireless Patent, Trademark and License Security  Agreement  shall
mean  that certain Patent, Trademark and License Security Agreement dated as  of
the  date  hereof and executed by LaBarge Wireless, Inc. in favor of Lender,  as
the  same  may  from  time to time be amended, modified,  extended,  renewed  or
restated.

      LaBarge  Wireless  Security  Agreement shall mean  that  certain  Security
Agreement dated as of the date hereof and executed by LaBarge Wireless, Inc.  in
favor  of  Lender,  as  the  same may from time to time  be  amended,  modified,
extended, renewed or restated.

      Lender's  Revolving Credit Commitment shall mean, subject to reduction  as
set forth in Section 2.01(e), the sum of $15,000,000.00.

      Letter  of Credit and Letters of Credit shall have the respective meanings
ascribed thereto in Section 2.03(a).

      Letter  of Credit Application shall mean an application and agreement  for
irrevocable  standby letter of credit in the form of Exhibit E  attached  hereto
and incorporated herein by reference (or such other form as may then be Lender's
standard  form  of application and agreement for irrevocable standby  letter  of
credit)  or  an application and agreement for irrevocable commercial  letter  of
credit  in  the  form  of Exhibit F attached hereto and incorporated  herein  by
reference  (or  such  other  form  as may then  be  Lender's  standard  form  of
application and agreement for irrevocable commercial letter of credit),  as  the
case  may  be, in either case executed by the Company, as applicant and  account
party,  and delivered to Lender pursuant to Section 2.03, as the same  may  from
time to time be amended, modified, extended, renewed or restated.

      Letter of Credit Commitment Fee shall have the meaning ascribed thereto in
Section 2.03(d).

      Letter  of Credit Issuance Fee shall have the meaning ascribed thereto  in
Section 2.03(d).

     Letter of Credit Negotiation Fee shall have the meaning ascribed thereto in
Section 2.03(d).

     Letter of Credit Request shall have the meaning ascribed thereto in Section
2.03(a).

     LIBOR Base Rate shall mean, with respect to the applicable Interest Period,
(a) the LIBOR Index Rate for such Interest Period, if such rate is available  or
(b)  if  the LIBOR Index Rate is not available, the average (rounded upward,  if
necessary, to the next higher 1/10,000 of 1%) of the respective rates per  annum
of  interest  at  which deposits in U.S. Dollars are offered to  Lender  in  the
London  interbank  market by two (2) Eurodollar dealers of recognized  standing,
selected by Lender in its sole discretion, at or about 11:00 a.m. (London  time)
on  the  date  two  (2) Eurodollar Business Days before the first  day  of  such
Interest Period, for delivery on the first day of the applicable Interest Period
for  a  number of days comparable to the number of days in such Interest  Period
and  in an amount approximately equal to the principal amount of the LIBOR  Loan
to which such Interest Period is to apply.

      LIBOR  Index  Rate  shall  mean, with respect to the  applicable  Interest
Period,  a  rate  per annum (rounded upwards, if necessary, to the  next  higher
1/10,000  of  1%) equal to the British Bankers' Association interest  settlement
rates for U.S. Dollar deposits for such Interest Period as of 11:00 a.m. (London
time)  on the day two (2) Eurodollar Business Days before the first day of  such
Interest  Period as published by Bloomberg Financial Services, Dow Jones  Market
Service,  Telerate,  Reuters or any other service from  time  to  time  used  by
Lender.

      LIBOR  Loan  shall mean any Loan or portion of any Loan  bearing  interest
based on the LIBOR Rate.

      LIBOR  Rate shall mean (a) the quotient of the (i) LIBOR Base Rate divided
by  (ii)  one  minus  the  applicable LIBOR  Reserve  Percentage  plus  (b)  the
Applicable LIBOR Margin.  The LIBOR Rate shall be adjusted automatically on  and
as  of  the effective date of any change in the LIBOR Reserve Percentage  and/or
the Applicable LIBOR Margin.

      LIBOR Reserve Percentage shall mean for any day that percentage (expressed
as  a  decimal) which is in effect on such day, as prescribed by  The  Board  of
Governors of the Federal Reserve System (or any successor), for determining  the
maximum   reserve  requirement  (including,  without  limitation,   any   basic,
supplemental,  emergency,  special  or  marginal  reserves)  with   respect   to
"Eurocurrency  liabilities" as defined in Regulation D or with  respect  to  any
other category of liabilities which includes deposits by reference to which  the
interest  rate  on  LIBOR Loans is determined, whether or  not  Lender  has  any
Eurocurrency  liabilities  subject to such reserve  requirement  at  such  time.
LIBOR  Loans shall be deemed to constitute Eurocurrency liabilities and as  such
shall  be  deemed  subject to reserve requirements without the  benefit  of  any
credits for proration, exceptions or offsets which may be available from time to
time to Lender.  The LIBOR Rate shall be adjusted automatically on and as of the
effective date of any change in the LIBOR Reserve Percentage.

      Lien  shall mean any interest in any Property securing an obligation  owed
to,  or a claim by, a Person other than the owner of the Property, whether  such
interest  is  based  on  common  law, statute or  contract,  including,  without
limitation,   any   security  interest,  mortgage,  deed   of   trust,   pledge,
hypothecation, judgment lien or other lien or encumbrance of any kind or  nature
whatsoever,  any  conditional sale or trust receipt, any lease,  consignment  or
bailment for security purposes and any Capitalized Lease.  The term "Lien" shall
include   reservations,  exceptions,  encroachments,  easements,  rights-of-way,
covenants,  conditions,  restrictions, leases and  other  title  exceptions  and
encumbrances affecting Property.

      Loan  shall  mean each Revolving Credit Loan and the Term Loan  and  Loans
shall mean any or all of the foregoing.

      Material  Adverse Effect shall mean (a) a material adverse effect  on  the
Properties,  assets,  liabilities, business, operations,  prospects,  income  or
condition (financial or otherwise) of the Company, LaBarge Properties, any other
Obligor  and/or  any Subsidiary, (b) material impairment of the ability  of  the
Company,  LaBarge  Properties and/or any other Obligor to  perform  any  of  its
obligations under this Agreement, any Note and/or any other Transaction Document
or  (c)  material impairment of the enforceability of the rights of, or benefits
available to, Lender under this Agreement, any Note and/or any other Transaction
Document.

     Moody's shall mean Moody's Investors Service, Inc.

      Multi-Employer  Plan  shall mean a "multi-employer  plan"  as  defined  in
Section  4001(a)(3) of ERISA which is maintained for employees of  the  Company,
any Subsidiary or any ERISA Affiliate or to which the Company, any Subsidiary or
any ERISA Affiliate has contributed in the past or currently contributes.

     Notes shall mean the Revolving Credit Note and the Term Loan Note.

      Notice  of  Borrowing shall have the meaning ascribed thereto  in  Section
2.04.

      Obligor  shall  mean  the  Company,  LaBarge  Properties,  each  Guarantor
Subsidiary  and  each other Person who is or shall at any time hereafter  become
primarily  or secondarily liable on any of the Company's Obligations and/or  any
of  the LaBarge Properties' Obligations or who grants Lender a Lien upon any  of
the  Property  of  such Person as security for any of the Company's  Obligations
and/or  any  Guarantee thereof and/or any of the LaBarge Properties' Obligations
and/or any Guarantee thereof.

      Occupational Safety and Health Laws shall mean the Occupational Safety and
Health  Act of 1970, as amended, and any other Federal, state or local  statute,
law, ordinance, code, rule, regulation, order or decree regulating, relating  to
or  imposing liability or standards of conduct concerning employee health and/or
safety, as now or at any time hereafter in effect.

      Operating  Lease  shall mean any lease of Property,  whether  real  and/or
personal, by a Person as lessee which is not a Capitalized Lease.

      Operating  Lease Expenses shall mean with respect to any Person,  for  the
period  in question, the aggregate amount of rental and other expenses  incurred
by such Person in respect of Operating Leases during such period, all determined
in accordance with GAAP.

     Other Taxes shall have the meaning ascribed thereto in Section 2.21.

      PBGC  shall mean the Pension Benefit Guaranty Corporation and  any  entity
succeeding to any or all of its functions under ERISA.

      Pension  Plan  shall mean a "pension plan," as such  term  is  defined  in
Section  3(2)  of ERISA, which is established or maintained by the Company,  any
Subsidiary or any ERISA Affiliate, other than a Multi-Employer Plan.

     Permitted Liens shall mean any of the following:

          (a)  Liens in favor of Lender;

           (b)   Liens on Property of a Subsidiary to secure obligations of such
     Subsidiary to the Company;

           (c)  Liens for property taxes and assessments or governmental charges
     or   levies  and  Liens  securing  claims  or  demands  of  mechanics   and
     materialmen,  provided  payment thereof is not  at  the  time  required  by
     Section 5.01(d) and/or 5.01(e);

           (d)  Liens (other than any Liens imposed by ERISA) incidental to  the
     conduct  of  business  or the ownership of Properties (including  Liens  in
     connection  with  worker's compensation, unemployment insurance  and  other
     like  laws,  warehousemen's and attorneys' liens and  statutory  landlords'
     liens)  and  Liens  to  secure the performance of bids,  tenders  or  trade
     contracts,  or to secure statutory obligations, surety or appeal  bonds  or
     other  Liens  of  like general nature incurred in the  ordinary  course  of
     business  and not in connection with the borrowing of money or the purchase
     or  other  acquisition of Property; provided in each  case  the  obligation
     secured is not overdue or, if overdue, is being contested in good faith  by
     appropriate  actions  or  proceedings being diligently  conducted  and  for
     which adequate reserves in accordance with GAAP have been set aside;

           (e)  survey exceptions, easements, reservations, rights of others for
     rights-of-way, utilities and other similar purposes and/or zoning or  other
     restrictions  as  to  the use of real properties, which  are  necessary  or
     desirable  for  the  conduct  of the activities  of  the  Company  and  its
     Subsidiaries  or  which customarily exist on properties of Persons  engaged
     in  similar activities and similarly situated and which do not in any event
     materially impair the use of such real properties in the operation  of  the
     business of the Company and its Subsidiaries;

           (f)   Liens existing as of the date of this Agreement and  listed  on
     Schedule  4.12  attached hereto (without giving effect to  any  changes  to
     Schedule 4.12 made after the date of this Agreement);

           (g)   purchase  money Liens granted to a Person financing  a  Capital
     Expenditure  so  long as (i) the Lien granted is limited  to  the  specific
     fixed  assets  acquired  and  the  proceeds  thereof,  (ii)  the  aggregate
     principal  amount  of  Debt  secured by the  Lien  is  not  more  than  the
     acquisition cost of the specific fixed assets on which the Lien is  granted
     and  (iii)  the  transaction does not violate any other provision  of  this
     Agreement; and

          (h)  Capitalized Leases.

      Person shall mean any individual, sole proprietorship, partnership,  joint
venture,   limited   liability  company,  trust,  unincorporated   organization,
association,  corporation, institution, entity or government (whether  national,
Federal,  state,  county,  city,  municipal  or  otherwise,  including,  without
limitation, any instrumentality, division, agency, body or department thereof).

      Prime Loan shall mean any Loan or any portion of any Loan bearing interest
based on the Adjusted Prime Rate.

      Prime  Rate shall mean the interest rate announced from time  to  time  by
Lender  as  its "prime rate" (which rate shall fluctuate as and when said  prime
rate  shall  change).   The Company acknowledges that such  "prime  rate"  is  a
reference  rate  and  does not necessarily represent the  lowest  or  best  rate
offered by Lender to its customers.

      Property shall mean any interest in any kind of property or asset, whether
real,  personal or mixed, or tangible or intangible.  Properties shall mean  the
plural  of  Property.   For purposes of this Agreement,  the  Company  and  each
Subsidiary shall be deemed to be the owner of any Property which it has acquired
or  holds  subject  to a conditional sale agreement, financing  lease  or  other
arrangement  pursuant to which title to the Property has  been  retained  by  or
vested in some other Person for security purposes.

      RCRA  shall mean the Solid Waste Disposal Act, as amended by the  Resource
Conservation  and Recovery Act of 1976 and Hazardous and Solid Waste  Amendments
of 1984, 42 U.S.C. 6901 et seq., and any future amendments.

      Regulation  D  shall mean Regulation D of the Board of  Governors  of  the
Federal Reserve System, as from time to time amended.

     Regulatory Change shall have the meaning ascribed thereto in Section 2.16.

      Release  shall  mean  any spilling, leaking, pumping,  pouring,  emitting,
emptying, discharging, injecting, escaping, leaching, dumping or disposing  into
the environment, including, without limitation, the abandonment or discarding of
barrels,  drums,  containers,  tanks and/or  other  receptacles  containing  (or
containing traces of) any Hazardous Substance.

     Reportable Event shall have the meaning given to such term in ERISA.

      Restricted Investment shall mean any Investment, or any expenditure or any
incurrence  of  any  liability to make any expenditure for an Investment,  other
than:

          (a)  loans and/or advances by the Company to any Guarantor Subsidiary;

           (b)  loans and/or advances by any Subsidiary to the Company which are
     subordinated  in  writing  to the payment of the Company's  Obligations  in
     form and substance satisfactory to Lender;

           (c)   direct  obligations  of the United States  of  America  or  any
     instrumentality  or agency thereof, the payment of which is unconditionally
     guaranteed  by  the  United  States of America or  any  instrumentality  or
     agency  thereof  (all of which Investments must mature within  twelve  (12)
     months from the time of acquisition thereof);

           (d)  Investments in readily marketable commercial paper which, at the
     time of acquisition thereof by the Company or any Subsidiary, is rated  A-1
     or  better by S&P and P-1 or better by Moody's and which matures within 270
     days  from  the  date of acquisition thereof, provided that the  issuer  of
     such  commercial paper shall, at the time of acquisition of such commercial
     paper,  have  a  senior long-term debt rating of at  least  A  by  S&P  and
     Moody's;

            (e)   negotiable  certificates  of  deposit  or  negotiable  bankers
     acceptances  issued by Lender or any other bank or trust company  organized
     under  the laws of the United States of America or any state thereof, which
     bank  or trust company (other than Lender to which such restrictions  shall
     not  apply)  is a member of both the Federal Deposit Insurance  Corporation
     and  the  Federal Reserve System and has a Thomson BankWatch Global  Issuer
     Rating  of  "B"  or  better (all of which Investments  must  mature  within
     twelve (12) months from the time of acquisition thereof);

           (f)   repurchase  agreements, which shall be  collateralized  for  at
     least  102%  of  face value, issued by Lender or any other  bank  or  trust
     company  organized  under  the  laws of the  United  States  or  any  state
     thereof,  which  bank  or trust company (other than Lender  to  which  such
     restrictions  shall  not  apply) is a member of both  the  Federal  Deposit
     Insurance  Corporation and the Federal Reserve System  and  has  a  Thomson
     BankWatch  Global Issuer Rating of "B" or better (all of which  Investments
     must  mature  within  twelve  (12) months  from  the  time  of  acquisition
     thereof);

           (g)  Investments existing as of the date of this Agreement and listed
     on  Schedule 4.18 attached hereto (without giving effect to any changes  to
     Schedule  4.18  made  after  the date of this Agreement),  and  any  future
     retained earnings in respect thereof; and

           (h)   in addition to any such loans and advances existing as  of  the
     date  of  this  Agreement  and  listed on  Schedule  4.18  attached  hereto
     (without giving effect to any changes to Schedule 4.18 made after the  date
     of  this Agreement), loans or advances in the usual and ordinary course  of
     business  to  officers and/or employees of the Company or a Subsidiary  for
     business  expenses in the aggregate principal amount of up  to  $200,000.00
     at any one time outstanding.

      Revolving  Credit LIBOR Loan shall mean any Revolving Credit Loan  bearing
interest based on the LIBOR Rate.

      Revolving Credit Loan and Revolving Credit Loans shall have the respective
meanings ascribed thereto in Section 2.01(a).

      Revolving  Credit Note shall have the meaning ascribed thereto in  Section
2.05(a).

      Revolving  Credit Period shall mean the period commencing on the  date  of
this  Agreement  and  ending  September 30, 2004; provided,  however,  that  the
Revolving  Credit  Period  shall end on the date the Lender's  Revolving  Credit
Commitment is terminated pursuant to Section 6 or otherwise.

      Revolving  Credit Prime Loan shall mean any Revolving Credit Loan  bearing
interest based on the Adjusted Prime Rate.

     S&P shall mean Standard and Poor's Ratings Group.

     Stock Pledge Agreement shall mean that certain Stock Pledge Agreement dated
as  of  the date hereof and executed by the Company in favor of Lender,  as  the
same may from time to time be amended, modified, extended, renewed or restated.

      Subordinated  Indebtedness shall mean, as of the date of any determination
thereof,  the  aggregate  principal amount of all Indebtedness  of  the  Company
outstanding  as  of such date which is subordinated in writing  (either  by  its
terms  or pursuant to a subordination agreement) to the payment and priority  of
all  of  the Company's Obligations in form and substance satisfactory to Lender,
including, without limitation, the Existing Subordinated Notes.

      Subsidiary shall mean any corporation or other entity of which  more  than
Fifty  Percent (50%) of the issued and outstanding capital stock or other equity
interests  entitled  to vote for the election of directors,  managers  or  other
persons  performing similar functions (other than by reason of  default  in  the
payment  of  dividends or other distributions) is at the time owned directly  or
indirectly by the Company or any Subsidiary.

      Subsidiary Guaranty shall mean that certain Guaranty dated as of the  date
hereof  and  executed  by the Guarantor Subsidiaries in  favor  of  Lender  with
respect to the indebtedness of the Company to Lender, as the same may from  time
to time be amended, modified, extended, renewed or restated.

      Swap  Documents shall mean that certain ISDA Master Agreement dated as  of
the  date hereof by and between LaBarge Properties and Lender, together with any
and all schedules, confirmations and other agreements, documents and instruments
from  time to time executed by the parties in connection therewith, each as  the
same may from time to time be amended, modified, extended, renewed or restated.

     Taxes shall have the meaning ascribed thereto in Section 2.21.

      Term  LIBOR Loan shall mean any portion of any Term Loan bearing  interest
based on the LIBOR Rate.

     Term Loan shall have the meaning ascribed thereto in Section 2.02.

     Term Loan Advance Notice shall have the meaning ascribed thereto in Section
2.02.

     Term Loan Advance Period shall have the meaning ascribed thereto in Section
2.02.

     Term Loan Note shall have the meaning ascribed thereto in Section 2.05(b).

      Term  Prime Loan shall mean any portion of any Term Loan bearing  interest
based on the Adjusted Prime Rate.

      Total Revolving Credit Outstandings shall mean, as of any date, the sum of
(a) the aggregate principal amount of all Revolving Credit Loans outstanding  as
of  such  date,  plus (b) the aggregate undrawn face amount of  all  Letters  of
Credit  outstanding as of such date plus all unreimbursed drawings with  respect
thereto.

      Transaction Documents shall mean this Agreement, the Notes, the Letter  of
Credit  Applications, the Company Guaranty, the Subsidiary Guaranty, the Company
Security   Agreement,  the  Company  Patent,  Trademark  and  License   Security
Agreement,  the  Stock Pledge Agreement, the Deed of Trust, the  LaBarge  -  OCS
Security  Agreement,  the LaBarge - OCS Patent, Trademark and  License  Security
Agreement, the LaBarge/STC Security Agreement, the LaBarge/STC Patent, Trademark
and  License  Security Agreement, the LaBarge Wireless Security  Agreement,  the
LaBarge  Wireless  Patent  Trademark and License Security  Agreement,  the  Swap
Documents   and  any  and  all  other  agreements,  documents  and   instruments
heretofore,  now  or  hereafter  delivered to  Lender  with  respect  to  or  in
connection  with  or pursuant to this Agreement, any Loans made  hereunder,  any
Letters  of  Credit  issued  hereunder, any of the  Company's  Obligations,  any
Guarantee  of  any of the Company's Obligations, any of the LaBarge  Properties'
Obligations  and/or any Guarantee of any of the LaBarge Properties  Obligations,
and executed by or on behalf of the Company, LaBarge Properties and/or any other
Obligor,  including, without limitation, any agreement, document  or  instrument
heretofore,  now or hereafter executed by the Company and/or LaBarge  Properties
with  or in favor of Lender providing for any interest rate swap, interest  rate
cap  or  other  interest rate hedge, all as the same may from time  to  time  be
amended, modified, extended, renewed or restated.

      Unused Availability shall mean, as of any date, the sum of (a) the  lesser
of  (i)  the amount of Lender's Revolving Credit Commitment as of such  date  or
(ii)  the  Borrowing Base as of such date minus (b) the Total  Revolving  Credit
Outstandings as of such date.

      Voting  Stock shall mean, with respect to any corporation or other entity,
any  shares  of  stock  or other equity interests of such corporation  or  other
entity  whose holders are entitled under ordinary circumstances to vote for  the
election  of  directors  (or  Persons  performing  similar  functions)  of  such
corporation or other entity (irrespective of whether at the time stock or  other
equity  interests of any other class or classes shall have or might have  voting
power by reason of the happening of any contingency).

     Welfare Plan shall mean a "welfare plan" as such term is defined in Section
3(1) of ERISA, which is established or maintained by the Company, any Subsidiary
or any ERISA Affiliate, other than a Multi-Employer Plan.

     1.02 Continuance of an Event of Default. For purposes of this Agreement and
the  other  Transaction  Documents, an Event  of  Default  shall  deemed  to  be
continuing  until it is waived in writing by Lender as required by Section  7.10
of this Agreement.

      1.03 Accounting Terms and Determinations. Except as otherwise specified in
this   Agreement,  all  accounting  terms  used  in  this  Agreement  shall   be
interpreted,  all accounting determinations under this Agreement shall  be  made
and all financial statements required to be delivered under this Agreement shall
be prepared in accordance with GAAP as in effect from time to time, applied on a
basis  consistent  (except  for changes approved by  the  Company's  independent
certified  public  accountants  and by Lender)  with  the  most  recent  audited
financial statements of the Company delivered to Lender.

SECTION 2.  LOANS AND LETTERS OF CREDIT.

     2.01 Revolving Credit Commitment.

     (a)  Subject to the terms and conditions set forth in this Agreement and so
long  as  no Default or Event of Default has occurred and is continuing,  during
the  Revolving  Credit Period, Lender agrees to make such loans to  the  Company
(individually, a "Revolving Credit Loan" and collectively, the "Revolving Credit
Loans")  as the Company may from time to time request pursuant to Section  2.04.
Each  Revolving  Credit Loan under this Section 2.01(a)  which  is  a  Revolving
Credit  Prime  Loan  shall  be for an aggregate principal  amount  of  at  least
$100,000.00  or  any larger multiple of $25,000.00. Each Revolving  Credit  Loan
under  this Section 2.01(a) which is a Revolving Credit LIBOR Loan shall be  for
an  aggregate principal amount of at least $500,000.00 or any larger multiple of
$100,000.00.   The  aggregate principal amount of Revolving Credit  Loans  which
Lender shall be required to have outstanding under this Agreement as of any date
shall  not  exceed  the  sum of (i) the lesser of (A)  the  amount  of  Lender's
Revolving Credit Commitment as of such date or (B) the Borrowing Base as of such
date  minus  (ii)  the aggregate undrawn face amount of all  Letters  of  Credit
outstanding as of such date plus all unreimbursed drawings with respect thereto.
In  no event shall the Total Revolving Credit Outstandings as of any date exceed
the  lesser of (i) the amount of Lender's Revolving Credit Commitment as of such
date  or  (ii) the Borrowing Base as of such date. Within the foregoing  limits,
the Company may borrow under this Section 2.01(a), prepay under Section 2.11 and
reborrow  at  any  time during the Revolving Credit Period  under  this  Section
2.01(a).   All  Revolving Credit Loans not paid prior to the  last  day  of  the
Revolving  Credit Period, together with all accrued and unpaid interest  thereon
and  all  fees  and  other amounts owing by the Company to Lender  with  respect
thereto,  shall  be  due  and payable on the last day of  the  Revolving  Credit
Period.

      (b)   The Company shall deliver to Lender on the date of execution of this
Agreement  (with respect to the fiscal month of Borrower ended on  February  24,
2002)  and  by  the  fifteenth  (15th) day  of  each  calendar  month  hereafter
commencing  April 15, 2002 (or at such other intervals as Lender  shall  require
from  time  to  time), a borrowing base certificate in the  form  of  Exhibit  A
attached hereto and incorporated herein by reference (or in such other  form  as
Lender  shall  require from time to time) (each, a "Borrowing Base Certificate")
(together  with such supporting information as Lender may reasonably request  in
connection therewith)  setting forth:

           (i)   the  Borrowing Base and its components as of  the  end  of  the
     immediately preceding calendar month;

           (ii)  the  aggregate principal amount of all Revolving  Credit  Loans
     outstanding as of the end of the immediately preceding calendar month;

           (iii)      the aggregate undrawn face amount of all Letters of Credit
     outstanding as of the end of the immediately preceding calendar month  plus
     all unreimbursed drawings with respect thereto; and

           (iv)  the difference, if any, between the Borrowing Base and the  sum
     of   the  Total  Revolving  Credit  Outstandings  as  of  the  end  of  the
     immediately preceding calendar month.

The  Borrowing  Base  shown  in  such Borrowing  Base  Certificate  (subject  to
adjustment for collections of Accounts received by Lender since the date of such
Borrowing  Base  Certificate) shall be and remain the Borrowing  Base  hereunder
until the next Borrowing Base Certificate is delivered to Lender, at which  time
the  Borrowing Base shall be the amount shown in such subsequent Borrowing  Base
Certificate.  Each Borrowing Base Certificate shall be certified as to truth and
accuracy by the President or the chief financial officer of the Company.

      (c)   If  the Total Revolving Credit Outstandings on any date are  greater
than  the  Borrowing  Base  on  such date, the Company  shall  be  automatically
required  (without  demand or notice of any kind by Lender,  all  of  which  are
hereby  expressly  waived  by the Company) to immediately  repay  the  Revolving
Credit  Loans  and/or  surrender for cancellation  the  outstanding  Letters  of
Credit, in either case in an amount sufficient to reduce the amount of the Total
Revolving  Credit Outstandings to an amount equal to or less than the amount  of
the Borrowing Base.

      (d)  If the amount of Lender's Revolving Credit Commitment on any date  is
less  than  the Total Revolving Credit Outstandings on such date, whether  as  a
result  of  the Company's election to decrease the amount of Lender's  Revolving
Credit Commitment pursuant to Section 2.01(e) or otherwise, the Company shall be
automatically required (without demand or notice of any kind by Lender,  all  of
which  are  hereby  expressly waived by the Company) to  immediately  repay  the
Revolving Credit Loans and/or surrender for cancellation the outstanding Letters
of  Credit, in either case in an amount sufficient to reduce the amount  of  the
Total  Revolving  Credit Outstandings to an amount equal to  or  less  than  the
amount of Lender's Revolving Credit Commitment.

      (e)  The Company may, upon five (5) Business Days' prior written notice to
Lender,  terminate  entirely at any time, or reduce from  time  to  time  by  an
aggregate  amount  of $1,000,000.00 or any larger multiple  of  $500,000.00  the
unused portions of Lender's Revolving Credit Commitment; provided, however, that
(i)  at  no  time  shall the amount of Lender's Revolving Credit  Commitment  be
reduced  to a figure less than the Total Revolving Credit Outstandings, (ii)  at
no time shall the amount of Lender's Revolving Credit Commitment be reduced to a
figure  greater  than  zero  but  less than $1,000,000.00  and  (iii)  any  such
termination or reduction shall be permanent and the Company shall have no  right
to  thereafter  reinstate or increase, as the case may  be,  Lender's  Revolving
Credit  Commitment. If (i) the Revolving Credit Commitments have been terminated
in  full, (ii) no Letters of Credit shall remain outstanding, (iii) all  of  the
Company's Obligations have been indefeasibly paid in full in cash and  (iv)  all
of  the  LaBarge Properties' Obligations have been indefeasibly paid in full  in
cash, then this Agreement shall terminate.

      2.02  Term Loan Commitment.  Subject to the terms and conditions set forth
in this Agreement and so long as no Default or Event of Default has occurred and
is  continuing,  Lender agrees, on the terms and conditions set  forth  in  this
Agreement, to make a term loan to LaBarge Properties in the aggregate  principal
amount of up to $6,400,000.00 (the "Term Loan").  The Term Loan may be funded in
multiple advances from time to time during the period commencing on the date  of
this  Agreement  and ending October 31, 2002 (the "Term Loan  Advance  Period");
provided,  however, that the maximum aggregate principal amount of all  advances
on the Term Loan shall not exceed $6,400,000.00.  No advances may be made on the
Term  Loan  after  the last day of the Term Loan Advance Period.   No  principal
repaid  during the term of the Term Loan may be reborrowed. The Term Loan  shall
mature  on October 31, 2009 (on which date all unpaid principal and all  accrued
and  unpaid interest shall become due and payable).  Principal on the Term  Loan
Note   shall  be  due  and  payable  in  eighty-four  (84)  consecutive  monthly
installments as follows: eighty-three (83) consecutive monthly installments each
in an amount equal to one three-hundredth (1/300th) of the outstanding principal
balance of the Term Loan on October 31, 2002, due and payable on the first (1st)
day  of each month commencing December 1, 2002, with the eighty-fourth (84)  and
final  installment  in the amount of the then outstanding and  unpaid  principal
balance  of  the  Term Loan due and payable on October 31, 2009.  All  principal
payments  and prepayments on the Term Loan shall, unless otherwise  directed  by
LaBarge  Properties  in  writing at or prior to the  time  of  such  payment  or
prepayment, be applied first to that portion of the Term Loan, if any,  accruing
interest based on the Adjusted Prime Rate and then to those portions of the Term
Loan,  if  any,  accruing  interest based on the LIBOR  Rate  (and  among  those
portions  of  the Term Loan, if any, accruing interest based on the LIBOR  Rate,
being  applied  to  the  Interest  Periods in  the  order  of  their  respective
expiration dates (i.e. earliest expiration date first)).

      Subject  to  the terms and conditions set forth in this Agreement,  Lender
will make advances on the Term Loan at any time and from time to time during the
Term  Loan Advance Period, upon timely prior written notice ("Term Loan  Advance
Notice") from LaBarge Properties to Lender specifying (a) the desired amount  of
the  advance and (b) the date on which the proceeds of such advance  are  to  be
made  available to LaBarge Properties, which must be a Business Day.  Such  Term
Loan  Advance  Notice  shall  be in the form of the notice  attached  hereto  as
Exhibit  H  and  shall be accompanied by supporting documentation acceptable  to
Lender  evidencing  LaBarge  Properties' intended use  of  such  funds  for  the
purposes  set  forth in Section 5.03 of this Agreement.  Each Term Loan  Advance
Notice  must be received by Lender at least three (3) Business Days  before  the
date  on  which the applicable advance is to be made.  Subject to the terms  and
conditions  of this Agreement, provided that Lender has received the  Term  Loan
Advance  Notice,  Lender  shall (unless Lender determines  that  any  applicable
condition  specified  in Section 3 has not been satisfied) make  the  applicable
advance  to  LaBarge Properties by crediting the amount of  such  advance  to  a
demand  deposit  account of LaBarge Properties at Lender  specified  by  LaBarge
Properties (or such other account mutually agreed upon in writing between Lender
and  LaBarge  Properties)  not later than 4:00 p.m.  (St.  Louis  time)  on  the
Business Day specified in said Term Loan Advance Notice.

      LaBarge  Properties  hereby  irrevocably  authorizes  Lender  to  rely  on
telephonic,  telegraphic,  telecopy,  telex  or  written  instructions  of   any
individual  identifying himself or herself as one of the individuals  listed  on
Schedule  2.04  attached  hereto (or any other  individual  from  time  to  time
authorized  to  act  on behalf of LaBarge Properties pursuant  to  a  resolution
adopted  by  the Board of Directors of LaBarge Properties and certified  by  the
Secretary  of  LaBarge Properties and delivered to Lender) with respect  to  any
request to make an advance on the Term Loan or a repayment under this Agreement,
and on any signature which Lender believes to be genuine, and LaBarge Properties
shall  be  bound thereby in the same manner as if such individual were  actually
authorized  or  such  signature were genuine.  LaBarge  Properties  also  hereby
agrees  to defend and indemnify Lender and hold Lender harmless from and against
any  and all claims, demands, damages, liabilities, losses and reasonable  costs
and  expenses  (including, without limitation, reasonable  attorneys'  fees  and
expenses) relating to or arising out of or in connection with the acceptance  of
instructions  for  making  advances on the Term Loan or  repayments  under  this
Agreement.

     2.03 Letter of Credit Commitment.

     (a)   Subject to the terms and conditions of this Agreement and so long  as
no  Default  or  Event  of  Default has occurred and is continuing,  during  the
Revolving  Credit  Period, Lender hereby agrees to issue irrevocable  commercial
and/or standby letters of credit for the account of the Company (individually, a
"Letter  of Credit" and collectively, the "Letters of Credit") in an amount  and
for  the  term  specifically requested by the Company by notice  in  writing  to
Lender  in  the  form  of Exhibit D attached hereto and incorporated  herein  by
reference (a "Letter of Credit Request") at least three (3) Business Days  prior
to the requested issuance thereof; provided, however, that:

           (i)  the Company shall have executed and delivered to Lender a Letter
     of Credit Application with respect to such Letter of Credit;

          (ii) the term of any such Letter of Credit shall not extend beyond the
     earlier of (A) the date one (1) year after the date of issuance thereof  or
     (B) the last day of the Revolving Credit Period;

           (iii)      any Letter of Credit may only be utilized to guaranty  the
     payment of obligations of the Company or a Subsidiary to third parties;

           (iv) the Total Revolving Credit Outstandings shall not as of any date
     exceed  the  lesser  of  (A)  the amount of the Lender's  Revolving  Credit
     Commitment as of such date or (B) the Borrowing Base as of such date;

           (v)   the sum of the aggregate undrawn face amount of all outstanding
     Letters of Credit plus all unreimbursed drawings with respect thereto shall
     not as of any date exceed the lesser of (A) the lesser of (1) the amount of
     Lender's  Revolving Credit Commitment as of such date or (2) the  Borrowing
     Base as of such date or (B) $7,000,000.00; and

           (vi)  the text of any such Letter of Credit is provided to Lender  no
     less  than  three (3) Business Days prior to the requested  issuance  date,
     which  text  must  be  acceptable  to  Lender  in  its  sole  and  absolute
     discretion.

      (b)   The payment of drafts under each Letter of Credit shall be  made  in
accordance  with  the  terms thereof and, in that connection,  Lender  shall  be
entitled  to honor any drafts and accept any documents presented to  it  by  the
beneficiary of such Letter of Credit in accordance with the terms of such Letter
of  Credit  and  the related Letter of Credit Application and believed  in  good
faith by Lender to be genuine.  Lender shall not have any duty to inquire as  to
the accuracy or authenticity of any draft or other drawing document that may  be
presented  to it other than the duties contemplated by the applicable Letter  of
Credit Application.

      (c)   In  the event of any payment by Lender of a draft presented under  a
Letter  of  Credit, the Company agrees to pay to Lender in immediately available
funds  at  the  time of such drawing an amount equal to the sum of such  drawing
plus  Lender's customary negotiation, processing and other fees related thereto.
The  Company  hereby authorizes Lender to charge or cause to be charged  one  or
more  of  the Company's bank accounts at Lender to the extent there are balances
of  immediately available funds therein, in an aggregate amount equal to the sum
of  such drawing plus Lender's customary negotiation, processing and other  fees
related  thereto, and the Company agrees to pay the amount of any  such  drawing
(and/or  Lender's  customary  negotiation, processing  and  other  fees  related
thereto) not so charged prior to the close of business of Lender on the  day  of
such  drawing.   In the event any payment under a Letter of Credit  is  made  by
Lender  prior  to  receipt of payment from the Company, such payment  by  Lender
shall  constitute  a request by the Company for a Revolving  Credit  Prime  Loan
under  Section  2.01(a)  above (and Lender shall have the  right  to  make  such
Revolving Credit Prime Loan to the Company regardless of whether any Default  or
Event  of  Default  under  this Agreement has occurred  and  is  continuing  and
regardless  of  whether  such Revolving Credit Prime  Loan  would  otherwise  be
permitted  under  the requirements of Sections 2.01 of this Agreement)  and  the
proceeds  of such Revolving Credit Prime Loan shall be paid directly  to  Lender
and  applied  by  Lender to the payment of any amounts owed by  the  Company  to
Lender under this Section 2.03.

     (d)  The Company hereby further agrees to pay to the order of Lender:

           (i)   with respect to each Letter of Credit which is a standby Letter
     of  Credit, a nonrefundable issuance fee in the amount of $125.00 and  with
     respect to each Letter of Credit which is a commercial Letter of Credit,  a
     nonrefundable issuance fee in the amount of $50.00 (the "Letter  of  Credit
     Issuance  Fees"),  which Letter of Credit Issuance Fees shall  be  due  and
     payable on the date of issuance of each such Letter of Credit;

           (ii)  with respect to each Letter of Credit which is a standby Letter
     of  Credit, a nonrefundable commitment fee at a rate per annum equal to (A)
     so  long  as  no  Event  of  Default has occurred and  is  continuing,  the
     Applicable  Letter of Credit Commitment Fee Rate (calculated on  an  actual
     day,  365/366-day year basis) and (B) so long as any Event of  Default  has
     occurred  and  is  continuing,  Three  Percent  (3%)  over  and  above  the
     Applicable  Letter of Credit Commitment Fee Rate (calculated on  an  actual
     day,  365/366-day  year basis), on the undrawn face  amount  of  each  such
     Letter  of  Credit ("Letter of Credit Commitment Fees"),  which  Letter  of
     Credit Commitment Fees shall be due and payable quarterly in arrears on the
     first  (1st)  day  of  each January, April, July  and  October  during  the
     Revolving Credit Period and on the last day of the Revolving Credit Period;
     and

           (iii)     with respect to each Letter of Credit which is a commercial
     Letter of Credit, a nonrefundable negotiation fee in an amount equal to (A)
     so  long  as  no  Event of Default has occurred and is  continuing,  Three-
     Eighths  of One Percent (3/8%) and (B) so long as any Event of Default  has
     occurred  and  is continuing, Three and Three-Eighths Percent (3-3/8%),  of
     the  amount of each draw on each such Letter of Credit, with a minimum  fee
     of  $85.00  per draw ("Letter of Credit Negotiation Fee"), which Letter  of
     Credit Negotiation Fee shall be due and payable on the date of each draw of
     each such Letter of Credit; and

           (iv)  with  respect to each Letter of Credit, such other fees  (other
     than additional issuance fees, additional commitment fees and/or additional
     negotiation  fees)  as  may  be charged by Lender  from  time  to  time  in
     accordance with Lender's published schedule of fees in effect from time  to
     time, which fees shall be due and payable on demand by Lender.

      (e)   Notwithstanding  any provision contained in this  Agreement  to  the
contrary,  if any Letters of Credit remain outstanding on the last  day  of  the
Revolving  Credit Period, the Company shall, on or before 12:00 noon (St.  Louis
time)  on  the  last  day  of  the Revolving Credit Period,  (a)  surrender  the
originals  of  the applicable Letter(s) or Credit to Lender for cancellation  or
(b)  provide  Lender  with  cash collateral (or other collateral  acceptable  to
Lender  in its sole and absolute discretion) in an amount at least equal to  the
aggregate  undrawn face amount of all outstanding Letter(s) of Credit  plus  all
unreimbursed  drawings with respect thereto and execute and  deliver  to  Lender
such agreements as Lender may require to grant Lender a first priority perfected
security  interest  in such cash or other collateral. Any such  cash  collateral
received by Lender pursuant to this Section 2.03(e) shall be held by Lender in a
separate  account at U.S. Bank National Association appropriately designated  as
cash collateral accounts in relation to this Agreement and the Letters of Credit
and  retained by Lender as collateral security for the payment of the  Company's
Obligations.   Cash  amounts  delivered to  Lender  pursuant  to  the  foregoing
requirements of this Section 2.03(e) shall be invested, at the request  and  for
the  account of the Company in investments of a type and nature and with a  term
acceptable  to  Lender.  Such amounts, including in the  case  of  cash  amounts
invested in the manner set forth above, shall not be used by Lender to  pay  any
amounts  drawn  or paid under or pursuant to any Letter of Credit,  but  may  be
applied  to reimburse Lender for drawings or payments under or pursuant to  such
Letters of Credit which Lender has paid, or if no such reimbursement is required
to  the  payment of such of the other the Company's Obligations as Lender  shall
determine.   Any  amounts remaining in any cash collateral  account  established
pursuant  to  this  Section 2.03(e) after the payment in  full  of  all  of  the
Company's  Obligations and the expiration or cancellation of all of the  Letters
of  Credit  shall  be  returned  to the Company  (after  deduction  of  Lender's
reasonable expenses, if any).

     2.04 Method of Borrowing Revolving Credit Loans.

     (a)   The  Company shall give Lender oral or written notice (a  "Notice  of
Borrowing") by 2:00 p.m. (St. Louis time) on the Business Day of each  Revolving
Credit  Prime Loan to be made to the Company, and by 2:00 p.m. (St. Louis  time)
at  least three (3) Eurodollar Business Days before each Revolving Credit  LIBOR
Loan to be made to the Company, specifying:

           (i)   the  date  of  such Revolving Credit Loan,  which  shall  be  a
     Business  Day during the Revolving Credit Period in the case of a Revolving
     Credit  Prime  Loan  and  a Eurodollar Business Day  during  the  Revolving
     Credit Period in the case of a Revolving Credit LIBOR Loan,

          (ii) the aggregate principal amount of such Revolving Credit Loan,

           (iii)      whether  such Revolving Credit Loan is to be  a  Revolving
     Credit Prime Loan or a Revolving Credit LIBOR Loan, and

           (iv)  in  the case of a Revolving Credit LIBOR Loan, the duration  of
     the  initial Interest Period applicable thereto, subject to the  provisions
     of the definition of Interest Period.

     (b)  A Notice of Borrowing shall not be revocable by the Company.

      (c)   Subject to the terms and conditions of this Agreement, provided that
Lender  has  received  the  Notice of Borrowing,  Lender  shall  (unless  Lender
determines  that any applicable condition specified in Section 3  has  not  been
satisfied) make the applicable Revolving Credit Loan to the Company by crediting
the  amount  of  such Revolving Credit Loan to a demand deposit account  of  the
Company  at  Lender  specified by the Company (or such  other  account  mutually
agreed upon in writing between Lender and the Company) not later than 4:00  p.m.
(St. Louis time) on the Business Day specified in said Notice of Borrowing.

      (d)  If Lender makes a new Revolving Credit Loan under this Agreement on a
day  on which the Company is required to or has elected to repay all or any part
of  an outstanding Revolving Credit Loan, Lender shall apply the proceeds of its
new Revolving Credit Loan to make such repayment and only an amount equal to the
difference  (if  any)  between the amount being borrowed and  the  amount  being
repaid  shall be made available by Lender to the Company as provided in  Section
2.04(c),  or remitted by the Company to Lender as provided in Section  2.12,  as
the case may be.

       (e)   The  Company  hereby  irrevocably  authorizes  Lender  to  rely  on
telephonic,  telegraphic,  telecopy,  telex  or  written  instructions  of   any
individual  identifying himself or herself as one of the individuals  listed  on
Schedule  2.04  attached  hereto (or any other  individual  from  time  to  time
authorized  to act on behalf of the Company pursuant to a resolution adopted  by
the  Board  of  Directors of the Company and certified by the Secretary  of  the
Company and delivered to Lender) with respect to any request to make a Revolving
Credit  Loan  or  a repayment under this Agreement, and on any  signature  which
Lender  believes to be genuine, and the Company shall be bound  thereby  in  the
same  manner  as  if such individual were actually authorized or such  signature
were genuine.  the Company also hereby agrees to defend and indemnify Lender and
hold  Lender  harmless  from and against any and all claims,  demands,  damages,
liabilities,  losses  and  reasonable costs  and  expenses  (including,  without
limitation, reasonable attorneys' fees and expenses) relating to or arising  out
of  or  in  connection with the acceptance of instructions for making  Revolving
Credit Loans or repayments under this Agreement.

     2.05 Notes.

     (a)  The Revolving Credit Loans of Lender to the Company shall be evidenced
by  a  Revolving Credit Note of the Company payable to the order of Lender in  a
principal  amount  equal  to  the maximum amount of  Lender's  Revolving  Credit
Commitment,  which Revolving Credit Note shall be in substantially the  form  of
Exhibit B attached hereto and incorporated herein by reference (with appropriate
insertions)  (as the same may from time to time be amended, modified,  extended,
renewed or restated, the "Revolving Credit Note").

      (b)  The Term Loan of Lender to LaBarge Properties shall be evidenced by a
Term  Loan Promissory Note of LaBarge Properties payable to the order of  Lender
in  the principal amount of up to $6,400,000.00, which Term Loan Promissory Note
shall be in substantially the form of Exhibit C attached hereto and incorporated
herein by reference (with appropriate insertions) (as the same may from time  to
time be amended, modified, extended, renewed or restated, the "Term Loan Note").

      (c)   Lender shall record in its books and records the date, amount,  type
and  Interest  Period  (if any) of each Loan made by it to  the  Company  and/or
LaBarge  Properties and the date and amount of each payment of principal  and/or
interest  made  by  the Company and/or LaBarge Properties with respect  thereto;
provided, however, that the obligation of the Company and LaBarge Properties  to
repay each Loan made to it by Lender under this Agreement shall be absolute  and
unconditional,  notwithstanding  any  failure  of  Lender  to  make   any   such
recordation  or  any mistake by Lender in connection with any such  recordation.
The  books and records of Lender showing the account between Lender and each  of
the Company and LaBarge Properties shall be admissible in evidence in any action
or  proceeding and shall constitute prima facie proof of the items  therein  set
forth.

     2.06 Duration of Interest Periods and Selection of Interest Rates.

     (a)   The duration of the initial Interest Period for each Revolving Credit
LIBOR  Loan  shall be as specified in the applicable Notice of  Borrowing.   The
Company  shall elect the duration of each subsequent Interest Period  applicable
to  such  Revolving  Credit LIBOR Loan and the interest rate  to  be  applicable
during  such subsequent Interest Period (and the Company shall have  the  option
(i) in the case of any Revolving Credit Prime Loan, to elect that such Revolving
Credit Loan become a Revolving Credit LIBOR Loan and the Interest Period  to  be
applicable thereto, and (ii) in the case of any Revolving Credit LIBOR Loan,  to
elect that such Revolving Credit Loan become a Revolving Credit Prime Loan),  by
giving  notice of such election to Lender by 2:00 p.m. (St. Louis time)  on  the
Business Day of, in the case of the election of the Prime Rate, and by 2:00 p.m.
(St. Louis time) at least three (3) Eurodollar Business Days before, in the case
of the election of the LIBOR Rate, the end of the immediately preceding Interest
Period  applicable thereto, if any; provided, however, that notwithstanding  the
foregoing, in addition to and without limiting the rights and remedies of Lender
under  Section 6 of this Agreement, so long as any Default or Event  of  Default
under  this Agreement has occurred and is continuing, the Company shall  not  be
permitted  to renew any Revolving Credit LIBOR Loan as a Revolving Credit  LIBOR
Loan or to convert any Revolving Credit Prime Loan into a Revolving Credit LIBOR
Loan.   If  Lender does not receive a notice of election for a Revolving  Credit
Loan  pursuant  to  this  Section  2.06(a) within  the  applicable  time  limits
specified  herein,  the  Company shall be deemed to have  elected  to  pay  such
Revolving Credit Loan in whole pursuant to Section 2.11 on the last day  of  the
current  Interest  Period  with respect thereto and to  reborrow  the  principal
amount  of  such Revolving Credit Loan on such date as a Revolving Credit  Prime
Loan.

      (b)  The Term Loan shall bear interest on the outstanding principal amount
thereof  at  a rate per annum equal to the Adjusted Prime Rate.  So long  as  no
Default or Event of Default under this Agreement has occurred and is continuing,
LaBarge  Properties may from time to time fix the interest rate on  all  or  any
portion  of  the Term Loan in an amount not less than $500,000.00 or any  larger
multiple  of  $100,000.00 at the LIBOR Rate for the Interest Period selected  by
LaBarge  Properties (subject to the definition of Interest Period).  If  LaBarge
Properties  elects  to have any portion of the Term Loan bear  interest  at  the
LIBOR  Rate, LaBarge Properties shall give oral or written notice (an  "Interest
Rate  Selection Notice") to Lender by 2:00 p.m. (St. Louis time) at least  three
(3)  Eurodollar  Business  Days before any date  (which  must  be  a  Eurodollar
Business Day) upon which LaBarge Properties desires to fix the interest rate  on
any portion of the Term Loan, which Interest Rate Selection Notice shall specify
the portion of the Term Loan which is to bear interest at the LIBOR Rate and the
initial  Interest Period applicable thereto.  LaBarge Properties may not  revoke
or  rescind any Interest Rate Selection Notice.  Unless LaBarge Properties shall
have otherwise notified Lender in accordance with this Section 2.06(b), upon the
expiration  of  any  Interest  Period, the  applicable  Term  LIBOR  Loan  shall
automatically convert to a Term Prime Loan upon the expiration of such  Interest
Period.

      (c)  The Company and LaBarge Properties, on a combined basis, may not have
outstanding  and Lender shall not be obligated to make more than six  (6)  LIBOR
Loans at any one time.

     2.07 Interest Rates.

     (a)   So  long as no Event of Default has occurred and is continuing,  each
Revolving  Credit  Prime Loan shall bear interest on the  outstanding  principal
amount  thereof, for each day from the date such Revolving Credit Prime Loan  is
made until it becomes due, at a rate per annum equal to the Adjusted Prime Rate.
So  long  as any Event of Default has occurred and is continuing, each Revolving
Credit  Prime  Loan  shall  bear  interest on the outstanding  principal  amount
thereof,  for  each day from the date such Revolving Credit Prime Loan  is  made
until  it becomes due, at a rate per annum equal to Three Percent (3%) over  and
above  the  Adjusted  Prime Rate.  Such interest shall  be  payable  monthly  in
arrears  on the first (1st) day of each month commencing on the first such  date
after  such  Revolving Credit Prime Loan is made, and at  the  maturity  of  the
Revolving  Credit  Note (whether by reason of acceleration or otherwise).   From
and  after  the  maturity of the Revolving Credit Note,  whether  by  reason  of
acceleration or otherwise, each Revolving Credit Prime Loan shall bear interest,
payable  on demand, for each day until paid at a rate per annum equal  to  Three
Percent (3%) over and above the Adjusted Prime Rate.

      (b)   So long as no Event of Default has occurred and is continuing,  each
Revolving  Credit  LIBOR Loan shall bear interest on the  outstanding  principal
amount  thereof for each Interest Period applicable thereto at a rate per  annum
equal  to  the  applicable  LIBOR Rate.  So long as any  Event  of  Default  has
occurred and is continuing, each Revolving Credit LIBOR Loan shall bear interest
on  the outstanding principal amount thereof for each Interest Period applicable
thereto  at  a  rate per annum equal to Three Percent (3%) over  and  above  the
applicable  LIBOR Rate.  Interest shall be payable for each Interest  Period  on
the  last day thereof, unless the duration of such Interest Period exceeds three
(3) months, in which case such interest shall be payable at the end of the first
three  (3)  months of such Interest Period and on the last day of such  Interest
Period,  and at the maturity of the Revolving Credit Note (whether by reason  of
acceleration or otherwise).  From and after the maturity of the Revolving Credit
Note,  whether  by  reason of acceleration or otherwise, each  Revolving  Credit
LIBOR Loan shall bear interest, payable on demand, for each day until paid, at a
rate per annum equal to Three Percent (3%) over and above the higher of (i)  the
LIBOR  Rate  for  the immediately preceding Interest Period applicable  to  such
Revolving Credit LIBOR Loan or (ii) the Adjusted Prime Rate.

      (c)   So long as no Event of Default has occurred and is continuing,  each
Term  Prime Loan shall bear interest on the outstanding principal amount thereof
for  each  day until paid at a rate per annum equal to the Adjusted Prime  Rate.
So  long as any Event of Default has occurred and is continuing, each Term Prime
Loan  shall bear interest on the outstanding principal amount thereof  for  each
day  until  paid at a rate per annum equal to Three Percent (3%) over and  above
the  Adjusted Prime Rate.  Such interest shall be payable monthly in arrears  on
the  first (1st) day of each month commencing April 1, 2002, and at the maturity
of  the  Term Loan Note (whether by reason of acceleration or otherwise).   From
and  after the maturity of the Term Loan Note, whether by reason of acceleration
or  otherwise, each Term Prime Loan shall bear interest, payable on demand,  for
each  day  until paid at a rate per annum equal to Three Percent (3%)  over  and
above the Adjusted Prime Rate.

      (d)   So long as no Event of Default has occurred and is continuing,  each
Term  LIBOR Loan shall bear interest on the outstanding principal amount thereof
for  each  Interest Period applicable thereto at a rate per annum equal  to  the
applicable  LIBOR  Rate.  So long as any Event of Default has  occurred  and  is
continuing,  each  Term  LIBOR  Loan  shall bear  interest  on  the  outstanding
principal amount thereof for each Interest Period applicable thereto at  a  rate
per  annum equal to Three Percent (3%) over and above the applicable LIBOR Rate.
Interest  shall  be  payable for each Interest Period on the last  day  thereof,
unless  the duration of such Interest Period exceeds three (3) months, in  which
case such interest shall be payable at the end of the first three (3) months  of
such  Interest Period and on the last day of such Interest Period,  and  at  the
maturity of the Term Loan Note (whether by reason of acceleration or otherwise).
From  and  after  the  maturity of the Term Loan  Note,  whether  by  reason  of
acceleration or otherwise, each Term LIBOR Loan shall bear interest, payable  on
demand, for each day until paid, at a rate per annum equal to Three Percent (3%)
over  and  above the higher of (i) the LIBOR Rate for the immediately  preceding
Interest  Period applicable to such Term LIBOR Loan or (ii) the  Adjusted  Prime
Rate.

      (e)   Lender  shall determine each interest rate applicable to  the  Loans
under  this Agreement and its determination thereof shall be conclusive  in  the
absence of demonstrable error.

      2.08 Computation of Interest.  Interest on Prime Loans hereunder shall  be
computed  on the basis of a year of 365/366 days and paid for the actual  number
of  days elapsed (including the first day but excluding the last day).  Interest
on LIBOR Loans shall be computed on the basis of a year of 360 days and paid for
the  actual  number of days elapsed, calculated as to each Interest Period  from
and including the first day thereof to but excluding the last day thereof.

     2.09 Fees.

      (a)   From  and including the date of this Agreement to but excluding  the
last  day  of the Revolving Credit Period, the Company shall pay a nonrefundable
commitment  fee  on  the unused portion of Lender's Revolving Credit  Commitment
(determined  by  subtracting the Total Revolving Credit  Outstandings  from  the
amount of Lender's Revolving Credit Commitment) at the Applicable Commitment Fee
Rate.   Said  commitment  fee shall be (i) calculated on  a  daily  basis,  (ii)
payable quarterly in arrears on the first (1st) day of each January, April, July
and October during the Revolving Credit Period commencing April 1, 2002, and  on
the  last  day of the Revolving Credit Period and (iii) calculated on an  actual
day, 365/366-day year basis.

      (b)   If  the  Company fails to make any payment of any  principal  of  or
interest  on any Revolving Credit Loan within ten (10) days after the  date  the
same  shall  become due and payable, whether by reason of maturity, acceleration
or  otherwise,  in  addition to all of the other rights and remedies  of  Lender
under  this Agreement and at law or in equity, the Company shall pay  Lender  on
demand  with respect to each such late payment a late fee in an amount equal  to
the  greater  of  $100.00 or Five Percent (5%) of the amount of each  such  late
payment.

     (c)  If LaBarge Properties fails to make any payment of any principal of or
interest  on  the Term Loan within ten (10) days after the date the  same  shall
become  due  and  payable,  whether  by  reason  of  maturity,  acceleration  or
otherwise,  in addition to all of the other rights and remedies of Lender  under
this  Agreement and at law or in equity, LaBarge Properties shall pay Lender  on
demand  with respect to each such late payment a late fee in an amount equal  to
the  greater  of  $100.00 or Five Percent (5%) of the amount of each  such  late
payment.

     2.10 Method of Making Interest and Other Payments; Application of Payments.
Lender may, at its option, deem interest, fees and other amounts payable by  the
Company under this Agreement and the other Transaction Documents (other than the
principal  balance  of  the Revolving Credit Loans) to  be  paid  by  causing  a
Revolving Credit Prime Loan to be made to the Company in such amount(s).

     2.11 Prepayments.

     (a)   The  Company may, upon notice to Lender specifying that it is  paying
the  Revolving Credit Prime Loans, pay without penalty or premium the  Revolving
Credit  Prime Loans in whole at any time or in part from time to time, by paying
the principal amount to be paid.

      (b)   The  Company may, upon at least three (3) Eurodollar Business  Day's
notice  to Lender specifying that it is paying the Revolving Credit LIBOR Loans,
pay  the  Revolving Credit LIBOR Loans to which a given Interest Period applies,
in  whole, or in part in amounts aggregating $100,000.00 or any larger  multiple
of  $100,000.00,  by paying the principal amount to be paid  together  with  all
accrued and unpaid interest thereon to and including the date of payment and any
funding  losses and other amounts payable under Section 2.13; provided, however,
that  in  no  event  may the Company make a partial payment of Revolving  Credit
LIBOR  Loans which results in the total outstanding Revolving Credit LIBOR Loans
with  respect to which a given Interest Period applies being greater than  $0.00
but less than $500,000.00.

      (c)   LaBarge Properties may, upon at least three (3) Eurodollar  Business
Day's prior notice to Lender, prepay all at any time or any portion from time to
time of the unpaid principal balance of the Term Loan prior to maturity provided
that:  (i) contemporaneously with each such prepayment LaBarge Properties  shall
pay  all  accrued  and  unpaid interest on the portion of the  Term  Loan  being
prepaid to and including the date of prepayment; (ii) partial prepayments  shall
be  applied  to  the installments of principal of the Term Loan in  the  inverse
order  of  their  stated maturities; (iii) partial prepayments shall  be  in  an
aggregate  amount of at least $100,000.00 or any larger multiple of $100,000.00;
(iv)  in  no event may LaBarge Properties make any prepayment on any Term  LIBOR
Loan  which results in the remaining portion of the Term LIBOR Loan with respect
to  which a given Interest Period applies being greater than $0.00 but less than
$500,000.00;  and  (v) if LaBarge Properties is making a prepayment  on  a  Term
LIBOR  Loan,  LaBarge Properties shall pay Lender the funding losses  and  other
amounts, if any, required under Section 2.13.

      (d)  A notice of prepayment from the Company and/or LaBarge Properties may
not be revoked.

      2.12  General Provisions as to Payments.  Each of the Company and  LaBarge
Properties shall make each payment of principal of, and interest on,  the  Loans
and  of  fees  and  all  other  amounts payable by the  Company  and/or  LaBarge
Properties  under this Agreement, not later than 2:00 p.m. (St. Louis  time)  on
the  date  when due and payable, in Federal or other funds immediately available
in  St.  Louis, Missouri, to Lender at its address referred to in Section  7.07.
All payments received by Lender after 2:00 p.m. (St. Louis time) shall be deemed
to  have  been received by Lender on the next succeeding Business Day.  Whenever
any  payment of principal of, or interest on, the Loans or of fees shall be  due
on  a  day  which is not a Business Day, the date for payment thereof  shall  be
extended  to the next succeeding Business Day.  If the date for any  payment  of
principal is extended by operation of law or otherwise, interest thereon, at the
then applicable rate, shall be payable for such extended time.

      2.13  Funding  Losses.  Notwithstanding any provision  contained  in  this
Agreement  to the contrary, if (a) the Company or LaBarge Properties shall  make
any  payment of principal with respect to any LIBOR Loan on any day  other  than
the last day of the Interest Period applicable thereto, whether as a result of a
scheduled  payment,  a  voluntary prepayment, a mandatory prepayment,  maturity,
acceleration  or  otherwise, (b) any LIBOR Loan is converted  to  a  Prime  Loan
pursuant to Section 2.14, Section 2.15 or Section 2.16 on any day other than the
last  day  of  the  Interest Period applicable thereto or (c),  the  Company  or
LaBarge  Properties fails to borrow or pay any LIBOR Loan after notice has  been
given to by the Company to Lender in accordance with Section 2.04, 2.06, 2.11 or
otherwise,  contemporaneously with each such payment, conversion or  failure  to
borrow  or  pay, the Company or LaBarge Properties, as the case  may  be,  shall
reimburse  Lender  on demand for any resulting losses and expenses  incurred  by
Lender,  including,  without  limitation,  any  losses  incurred  in  obtaining,
liquidating or employing deposits from third parties and any loss of margin  for
the  period  after  any such payment, conversion or failure to borrow,  provided
that  Lender shall have delivered to the Company or LaBarge Properties,  as  the
case  may be, a certificate as to the amount of such losses and expenses,  which
certificate shall be conclusive in the absence of demonstrable error.

      2.14  Basis for Determining Interest Rate Inadequate or Unfair.   If  with
respect to any Interest Period:

           (a)   deposits in dollars (in the applicable amounts) are  not  being
     offered to Lender in the relevant market for such Interest Period, or

           (b)  Lender determines that the LIBOR Rate as determined pursuant  to
     the  definition thereof will not adequately and fairly reflect the cost  to
     Lender of maintaining or funding the LIBOR Loans for such Interest Period,

Lender shall forthwith give notice thereof to the Company and LaBarge Properties
which  notice  shall  set forth in detail the basis for such  notice,  whereupon
until  Lender notifies the Company and LaBarge Properties that the circumstances
giving rise to such suspension no longer exist, (i) the LIBOR Rate shall not  be
available to the Company or LaBarge Properties as an interest rate option on any
Loans,  (ii)  all  of the then outstanding Revolving Credit  LIBOR  Loans  shall
automatically  convert to Revolving Credit Prime Loans on the last  day  of  the
then current Interest Period applicable to each such Revolving Credit LIBOR Loan
and  (iii)  all  of  the then outstanding Term LIBOR Loans  shall  automatically
convert to Term Prime Loans on the last day of the then current Interest  Period
applicable  to  each such Term LIBOR Loan. Interest accrued on each  such  LIBOR
Loan  prior to any such conversion shall be due and payable on the date of  such
conversion together with any funding losses and other amounts due under  Section
2.13.

     2.15 Illegality.  If, after the date of this Agreement, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in  the
interpretation  or  administration thereof by  any  governmental  or  regulatory
authority, central bank or comparable agency charged with the interpretation  or
administration  thereof, or compliance by Lender with any request  or  directive
(whether  or not having the force of law) of any such governmental or regulatory
authority,  central  bank  or  comparable  agency  shall  make  it  unlawful  or
impossible  for  Lender to make, maintain or fund LIBOR  Loans  to  the  Company
and/or  LaBarge  Properties, Lender shall forthwith give notice thereof  to  the
Company  and  LaBarge  Properties.  Upon receipt of such  notice,  each  of  the
Company  and LaBarge Properties shall convert all of its then outstanding  LIBOR
Loans  on either (a) the last day of the then current Interest Period applicable
to  such  LIBOR Loan if Lender may lawfully continue to maintain and  fund  such
LIBOR Loan to such day or (b) immediately if Lender may not lawfully continue to
fund  and maintain such LIBOR Loan to such day, to a Prime Loan of the same type
(i.e., a Revolving Credit Prime Loan or a Term Prime Loan) in an equal principal
amount.   Interest accrued on each such LIBOR Loan prior to any such  conversion
shall  be  due  and  payable on the date of such conversion  together  with  any
funding losses and other amounts due under Section 2.13.

     2.16 Increased Cost.

     (a)  If (i) Regulation D or (ii) after the date hereof, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in  the
interpretation  or  administration thereof by  any  governmental  or  regulatory
authority, central bank or comparable agency charged with the interpretation  or
administration  thereof, or compliance by Lender with any request  or  directive
(whether  or not having the force of law) of any such governmental or regulatory
authority, central bank or comparable agency (a "Regulatory Change"):

           (A)   shall  subject  Lender to any tax, duty or  other  charge  with
     respect  to  the  LIBOR Loans, the Notes or its obligation  to  make  LIBOR
     Loans,  or shall change the basis of taxation of payments to Lender of  the
     principal of or interest on the LIBOR Loans or any other amounts due  under
     this  Agreement  in  respect of the LIBOR Loans or its obligation  to  make
     LIBOR  Loans  (except for taxes on or changes in the rate  of  tax  on  the
     overall net income of Lender); or

           (B)   shall impose, modify or deem applicable any reserve (including,
     without  limitation, any reserve imposed by the Board of Governors  of  the
     Federal  Reserve  System), special deposit, capital or similar  requirement
     against  assets of, deposits with or for the account of, or credit extended
     or  committed  to be extended by, Lender or shall, with respect  to  Lender
     impose,  modify or deem applicable any other condition affecting the  LIBOR
     Loans, the Notes or Lender's obligation to make LIBOR Loans;

and  the  result of any of the foregoing is to increase the cost to (or  in  the
case  of  Regulation D, to impose a cost on or increase the cost to)  Lender  of
making  or  maintaining  any LIBOR Loan, or to reduce  the  amount  of  any  sum
received or receivable by Lender under this Agreement or under any of the  Notes
with  respect  thereto, by an amount deemed by Lender to  be  material,  and  if
Lender is not otherwise fully compensated for such increase in cost or reduction
in  amount received or receivable by virtue of the inclusion of the reference to
"LIBOR  Reserve  Percentage" in the calculation of the  LIBOR  Rate,  then  upon
notice  by Lender to the Company and LaBarge Properties, which notice shall  set
forth Lender's supporting calculations and the details of the Regulatory Change,
each  of  the  Company  and LaBarge Properties shall pay Lender,  as  additional
interest, such additional amount or amounts as will compensate Lender  for  such
increased cost or reduction.  The determination by Lender under this Section  of
the  additional amount or amounts to be paid to it hereunder shall be conclusive
in  the  absence of demonstrable error.  In determining such amount or  amounts,
Lender may use any reasonable averaging and attribution methods.

      (b)   If  Lender  demands compensation under Section  2.16(a)  above,  the
Company  and/or  LaBarge Properties may at any time, upon  at  least  three  (3)
Eurodollar  Business Day's prior notice to Lender, convert its then  outstanding
LIBOR Loans to Prime Loans of the same type (i.e., a Revolving Credit Prime Loan
or  a  Term Prime Loan) in an equal principal amount.  Interest accrued on  each
such  LIBOR  Loan prior to any such conversion shall be due and payable  on  the
date  of such conversion together with any funding losses and other amounts  due
under Section 2.13 and this Section 2.16.

      2.17 Prime Loans Substituted for Affected LIBOR Loans.  If notice has been
given  by  Lender  pursuant to Sections 2.14 or 2.15 or by  the  Company  and/or
LaBarge  Properties pursuant to Section 2.16 requiring LIBOR Loans to be  repaid
or  converted to Prime Loans, then, unless and until Lender notifies the Company
and  LaBarge Properties that the circumstances giving rise to such repayment  or
conversion no longer apply, all Loans which would otherwise be made by Lender to
the  Company or LaBarge Properties as LIBOR Loans shall be made instead as Prime
Loans.   Lender shall promptly notify the Company and LaBarge Properties if  and
when  the  circumstances giving rise to such repayment or conversion  no  longer
apply.

      2.18 Capital Adequacy.  If, after the date of this Agreement, Lender shall
have  determined  in good faith that the adoption of any applicable  law,  rule,
regulation  or guideline regarding capital adequacy, or any change  therein,  or
any  change  in the interpretation or administration thereof by any governmental
or  regulatory  authority, central bank or comparable agency  charged  with  the
interpretation  or  administration thereof, or compliance  by  Lender  with  any
request or directive regarding capital adequacy (whether or not having the force
of  law)  of any such authority, central bank or comparable agency, has or  will
have the effect of reducing the rate of return on Lender's capital in respect of
its  obligations under this Agreement to a level below that which  Lender  could
have  achieved  but  for  such  adoption,  change  or  compliance  (taking  into
consideration  Lender's policies with respect to capital  adequacy),  then  from
time to time each of the Company and LaBarge Properties shall pay to Lender upon
demand  such  additional amount or amounts as will compensate  Lender  for  such
reduction.   All  determinations made in good faith by Lender of the  additional
amount  or  amounts required to compensate Lender in respect  of  the  foregoing
shall  be conclusive in the absence of demonstrable error.  In determining  such
amount  or  amounts,  Lender  may use any reasonable averaging  and  attribution
methods.

      2.19 Survival of Indemnities.  All indemnities and all provisions relating
to  reimbursement to Lender of amounts sufficient to protect the yield to Lender
with  respect to the Loans, including, without limitation, Sections 2.13,  2.14,
2.15,  2.16 and 2.18 hereof, shall survive the payment of the Notes,  the  other
Company's  Obligations  and the other LaBarge Properties'  Obligations  and  the
termination of this Agreement until the expiration of all applicable statute  of
limitation periods.

      2.20  Discretion  of Lender as to Manner of Funding.  Notwithstanding  any
provision contained in this Agreement to the contrary, Lender shall be  entitled
to  fund and maintain its funding of all or any part of the LIBOR Loans  in  any
manner  it  elects,  it  being understood, however, that for  purposes  of  this
Agreement  all  determinations  hereunder (including,  without  limitation,  the
determination of Lender's funding losses and expenses under Section 2.13)  shall
be  made as if Lender had actually funded and maintained each LIBOR Loan through
the  purchase of deposits having a maturity corresponding to the maturity of the
applicable Interest Period relating to the applicable LIBOR Loan and bearing  an
interest rate equal to the applicable LIBOR Base Rate.

     2.21 Taxes.

      (a)  Any and all payments by each of the Company and LaBarge Properties to
or  for  the account of Lender under or in respect of this Agreement,  any  Note
and/or  any  other  Transaction Document shall be made free  and  clear  of  and
without  deduction  for  any and all present or future  taxes,  duties,  levies,
imposts,  deductions, charges or withholdings, and all liabilities with  respect
thereto, excluding, in the case of Lender, taxes imposed on or measured  by  its
net  income,  and franchise taxes imposed on it, by the jurisdiction  under  the
laws  of which the Lender is organized or any political subdivision thereof (all
such   non-excluded   taxes,  duties,  levies,  imposts,  deductions,   charges,
withholdings and liabilities being hereinafter referred to as "Taxes").  If  the
Company or LaBarge Properties shall be required by law to deduct any Taxes  from
or  in  respect of any sum payable by it to Lender under or in respect  of  this
Agreement,  any Note and/or any other Transaction Document, (i) the sum  payable
shall  be  increased  as necessary so that after making all required  deductions
(including  deductions applicable to additional sums payable under this  Section
2.21(a))  Lender receives an amount equal to the sum it would have received  had
no such deduction of Taxes been made, (ii) the Company or LaBarge Properties, as
the  case  may  be,  shall make such deductions, (iii) the  Company  or  LaBarge
Properties,  as  the  case may be, shall pay the full  amount  deducted  to  the
relevant taxation authority or other authority in accordance with applicable law
and (iv) the Company or LaBarge Properties, as the case may be, shall furnish to
Lender,  at its address referred to in Section 7.07, the original or a certified
copy of a receipt evidencing payment thereof.

      (b)  In addition, each of the Company and LaBarge Properties agrees to pay
any  present  or  future  stamp or documentary taxes and  any  other  excise  or
property  taxes, or charges or similar levies which arise from any payment  made
by  it  under  or  in  respect  of this Agreement, any  Note  and/or  any  other
Transaction  Document or from the execution or delivery of,  or  otherwise  with
respect  to,  this  Agreement, any Note and/or any  other  Transaction  Document
(hereinafter referred to as "Other Taxes").

      (c)  Each of the Company and LaBarge Properties hereby agrees to indemnify
Lender  for  the  full amount of Taxes or Other Taxes, respectively  (including,
without  limitation,  any  Taxes  or Other Taxes  imposed  or  asserted  by  any
jurisdiction on amounts payable under this Section 2.21), paid by Lender and any
liability (including penalties, interest and expenses) arising therefrom or with
respect  thereto.  This indemnification shall be made within fifteen  (15)  days
from  the  date  Lender makes demand therefor, accompanied by a  certificate  of
Lender  setting  forth in reasonable detail its computation  of  the  amount  or
amounts to be paid to it hereunder.

      (d)   The provisions of this Section 2.21 shall survive any expiration  or
termination of this Agreement and the payment of the Notes, the other  Company's
Obligations  and the other LaBarge Properties' Obligations until the  expiration
of all applicable statute of limitation periods.

SECTION 3.  PRECONDITIONS TO LOANS AND LETTERS OF CREDIT.

      3.01  Initial  Loan  or Letter of Credit.  Notwithstanding  any  provision
contained in this Agreement to the contrary, Lender shall have no obligation  to
make  the  initial Loan under this Agreement or to issue the initial  Letter  of
Credit under this Agreement unless Lender shall have first received:

           (a)   this  Agreement,  duly  executed by  the  Company  and  LaBarge
     Properties;

          (b)  the Revolving Credit Note, duly executed by the Company;

          (c)  the Term Loan Note, duly executed by the Company;

           (d)   the  Company  Security Agreement (which must  be  in  form  and
     substance  satisfactory  to  Lender)  and  such  Uniform  Commercial   Code
     financing  statements  and  other  documents  as  Lender  may  require   in
     connection therewith, each duly executed by the Company;

           (e)   the  Company  Patent, Trademark and License Security  Agreement
     (which  must  be  in form and substance satisfactory to  Lender)  and  such
     Uniform Commercial Code financing statements and other documents as  Lender
     may require in connection therewith, each duly executed by the Company;

           (f)   the Stock Pledge Agreement (which must be in form and substance
     satisfactory  to  Lender)  and  such  Uniform  Commercial  Code   financing
     statements,  original stock certificates, stock powers and other  documents
     as  Lender may require in connection therewith, each duly executed  by  the
     Company;

           (g)   the  Deed  of  Trust  (which must  be  in  form  and  substance
     satisfactory  to  Lender)  and  such  Uniform  Commercial  Code   financing
     statements  and  other  documents  as  Lender  may  require  in  connection
     therewith, each duly executed by LaBarge Properties;;

           (e)   a title commitment for an ALTA Loan Policy (Form 1970) for  the
     real  property  covered  by the Deed of Trust in an  amount  acceptable  to
     Lender,  with no exceptions unless previously approved by Lender  and  with
     such  affirmative  coverages  as Lender shall require,  including,  without
     limitation,  a zoning endorsement, a comprehensive endorsement  (CLTA  Form
     100),  a  future  advance  endorsement,  a  tie-in  endorsement,  a  survey
     endorsement, an access endorsement and a last dollar endorsement;

           (f)  copies of all recorded plats and title exceptions affecting  the
     real property covered by the Deed of Trust;

           (g)   a  survey  of the real property covered by the  Deed  of  Trust
     satisfying  title  insurer  and ALTA minimum standard  detail  requirements
     including  improvements, utilities, easements, rights-of-way,  restrictions
     and building lines, adjacent streets and flood plain certification;

           (h)   an appraisal of  the real property covered by the Deed of Trust
     showing   a  fair  market  value  for  such  real  property  of  at   least
     $7,600,000.00;

           (i)   a Phase I environmental assessment of the real property covered
     by the Deed of Trust in form and substance satisfactory to Lender;

           (j)   the  Company  Guaranty (which must be  in  form  and  substance
     satisfactory to Lender), duly executed by the Company;

           (k)   the  Subsidiary Guaranty (which must be in form  and  substance
     satisfactory to Lender), duly executed by the Guarantor Subsidiaries;

           (l)  the LaBarge - OCS Security Agreement (which must be in form  and
     substance  satisfactory  to  Lender)  and  such  Uniform  Commercial   Code
     financing  statements  and  other  documents  as  Lender  may  require   in
     connection therewith, each duly executed by LaBarge - OCS, Inc.;

           (m)   the  LaBarge  -  OCS  Patent, Trademark  and  License  Security
     Agreement (which must be in form and substance satisfactory to Lender)  and
     such  Uniform  Commercial Code financing statements and other documents  as
     Lender may require in connection therewith, each duly executed by LaBarge -
     OCS, Inc.;

           (n)   the  LaBarge/STC Security Agreement (which must be in form  and
     substance  satisfactory  to  Lender)  and  such  Uniform  Commercial   Code
     financing  statements  and  other  documents  as  Lender  may  require   in
     connection therewith, each duly executed by LaBarge/STC, Inc.;

           (o)  the LaBarge/STC Patent, Trademark and License Security Agreement
     (which  must  be  in form and substance satisfactory to  Lender)  and  such
     Uniform Commercial Code financing statements and other documents as  Lender
     may  require  in  connection therewith, each duly executed by  LaBarge/STC,
     Inc.;

           (p)   the LaBarge Wireless Security Agreement (which must be in  form
     and  substance  satisfactory to Lender) and such  Uniform  Commercial  Code
     financing  statements  and  other  documents  as  Lender  may  require   in
     connection therewith, each duly executed by LaBarge Wireless, Inc.;

           (q)   the  LaBarge  Wireless Patent, Trademark and  License  Security
     Agreement (which must be in form and substance satisfactory to Lender)  and
     such  Uniform  Commercial Code financing statements and other documents  as
     Lender  may require in connection therewith, each duly executed by  LaBarge
     Wireless, Inc.;

           (r)   a copy of resolutions of the Board of Directors of the Company,
     duly  adopted,  which authorize the execution, delivery and performance  of
     the  Transaction  Documents  executed by  the  Company,  certified  by  the
     Secretary of the Company;

           (s)   a  copy  of  resolutions of the Board of Directors  of  LaBarge
     Properties,  duly  adopted,  which authorize the  execution,  delivery  and
     performance  of  the Transaction Documents executed by LaBarge  Properties,
     certified by the Secretary of LaBarge Properties;

          (t)  a copy of resolutions of the Board of Directors of LaBarge - OCS,
     Inc., duly adopted, which authorize the execution, delivery and performance
     of  the Transaction Documents executed by LaBarge - OCS, Inc., certified by
     the Secretary of LaBarge - OCS, Inc.;

           (u)   a copy of resolutions of the Board of Directors of LaBarge/STC,
     Inc., duly adopted, which authorize the execution, delivery and performance
     of  the  Transaction Documents executed by LaBarge/STC, Inc., certified  by
     the Secretary of LaBarge/STC, Inc.;

           (v)   a  copy  of  resolutions of the Board of Directors  of  LaBarge
     Wireless,  Inc., duly adopted, which authorize the execution, delivery  and
     performance  of  the  Transaction Documents executed by  LaBarge  Wireless,
     Inc., certified by the Secretary of LaBarge Wireless, Inc.;

           (w)   a  copy of the Certificate or Articles of Incorporation of  the
     Company,  including any amendments thereto, certified by the  Secretary  of
     State of the State of Delaware;

          (x)  a copy of the Certificate or Articles of Incorporation of LaBarge
     Properties, including any amendments thereto, certified by the Secretary of
     State of the State of Missouri;

          (y)  a copy of the Certificate or Articles of Incorporation of LaBarge
     -  OCS,  Inc., including any amendments thereto, certified by the Secretary
     of State of the State of Delaware;

           (z)   a  copy  of  the  Certificate or Articles of  Incorporation  of
     LaBarge/STC,  Inc.,  including any amendments  thereto,  certified  by  the
     Secretary of State of the State of Texas;

          (aa) a copy of the Certificate or Articles of Incorporation of LaBarge
     Wireless,  Inc.,  including  any  amendments  thereto,  certified  by   the
     Secretary of State of the State of Missouri;

           (bb)  a  copy of the By-Laws of the Company, including any amendments
     thereto, certified by the Secretary of the Company;

           (cc)  a  copy  of  the By-Laws of LaBarge Properties,  including  any
     amendments thereto, certified by the Secretary of LaBarge Properties;

           (dd)  a  copy  of the By-Laws of LaBarge - OCS, Inc.,  including  any
     amendments thereto, certified by the Secretary of LaBarge - OCS, Inc.;

           (ee)  a  copy  of  the  By-Laws of LaBarge/STC, Inc.,  including  any
     amendments thereto, certified by the Secretary of LaBarge/STC, Inc.;

           (ff)  a copy of the By-Laws of LaBarge Wireless, Inc., including  any
     amendments thereto, certified by the Secretary of LaBarge Wireless, Inc.;

           (gg)  an  incumbency certificate, executed by the  Secretary  of  the
     Company, which shall identify by name and title and bear the signatures  of
     all  of  the  officers  of  the Company executing any  of  the  Transaction
     Documents;

           (hh)  an incumbency certificate, executed by the Secretary of LaBarge
     Properties, which shall identify by name and title and bear the  signatures
     of  all  of  the  officers  of  LaBarge Properties  executing  any  of  the
     Transaction Documents;

          (ii) an incumbency certificate, executed by the Secretary of LaBarge -
     OCS,  Inc.,  which shall identify by name and title and bear the signatures
     of  all  of  the  officers  of LaBarge - OCS, Inc.  executing  any  of  the
     Transaction Documents;

            (jj)  an  incumbency  certificate,  executed  by  the  Secretary  of
     LaBarge/STC,  Inc.,  which shall identify by name and title  and  bear  the
     signatures of all of the officers of LaBarge/STC, Inc. executing any of the
     Transaction Documents;

           (kk)  an incumbency certificate, executed by the Secretary of LaBarge
     Wireless,  Inc.,  which  shall identify by name  and  title  and  bear  the
     signatures  of all of the officers of LaBarge Wireless, Inc. executing  any
     of the Transaction Documents;

           (ll) certificates of corporate good standing of the Company issued by
     the Secretaries of States of the States of Delaware, Missouri, Oklahoma and
     Arkansas;

           (mm)  a  certificate of corporate good standing of LaBarge Properties
     issued by the Secretary of State of the State of Missouri;

           (nn)  certificates of corporate good standing of LaBarge - OCS,  Inc.
     issued by the Secretaries of States of the State of Delaware, Missouri  and
     Kansas;

           (oo)  certificates  of corporate good standing of  LaBarge/STC,  Inc.
     issued by the Secretaries of States of the States of Texas and Missouri;

           (pp)  a  certificate of corporate good standing of LaBarge  Wireless,
     Inc. issued by the Secretary of State of the State of Missouri;

          (qq) an opinion of counsel of Suelthaus & Walsh, P.C., outside counsel
     to  the Company, LaBarge Properties and the Guarantor Subsidiaries, in form
     and substance satisfactory to Lender and Lender's counsel;

           (rr)  the  initial  Borrowing Base Certificate  required  by  Section
     2.01(c);

          (ss) the Notice of Borrowing required by Section 2.04;

           (tt)  evidence  of  the proper filing of UCC-1  Financing  Statements
     perfecting first priority security interests in favor of Lender in  all  of
     the Collateral;

           (uu)  UCC-3 Termination Statements for all UCC-1 Financing Statements
     filed  of  record  against  the  Company,  LaBarge  Properties  and/or  any
     Guarantor  Subsidiary  other than UCC-1 Financing  Statements  relating  to
     Permitted Liens;

          (vv) evidence satisfactory to Lender of the insurance required by this
     Agreement  and the other Transaction Documents together with  loss  payable
     endorsements in form and substance satisfactory to Lender, duly executed by
     the insurance company;

           (ww)  copies  of  all  financial statements and  other  Exhibits  and
     Schedules required by this Agreement and the other Transaction Documents;

           (xx)  a  letter  of direction from the Company with  respect  to  the
     disbursement of the proceeds of the initial Revolving Credit Loan(s)  under
     this Agreement;

          (yy) a letter of direction from LaBarge Properties with respect to the
     disbursement of the proceeds of the initial portion of the Term Loan  under
     this Agreement;

           (zz)  such  mortgagee, bailee, landlord or warehousemen's waivers  as
     Lender may deem necessary regarding locations at which any Collateral is or
     will be stored or otherwise located;

           (aaa)      pay-off  letters from Bank of America, N.A.  in  form  and
     substance satisfactory to Lender;

            (bbb)       such   other  agreements,  documents,  instruments   and
     certificates as Lender may reasonably request.

      Any  one  or  more of the conditions set forth above which have  not  been
satisfied  by the Company and/or LaBarge Properties on or prior to the  date  of
disbursement  of  the  initial Loan under this Agreement  or  the  date  of  the
issuance  of  the  initial Letter of Credit under this Agreement  shall  not  be
deemed  permanently waived by Lender unless Lender shall waive  the  same  in  a
writing which expressly states that the waiver is permanent, and in all cases in
which the waiver is not stated to be permanent Lender may at any time subsequent
thereto  insist  upon  compliance and satisfaction of any such  condition  as  a
condition  to  any subsequent Loan and/or any subsequent Letter of Credit  under
this  Agreement and failure to the Company and/or LaBarge Properties  to  comply
with  any  such  condition within five (5) Business Day's  written  notice  from
Lender  to  the  Company  and LaBarge Properties shall constitute  an  Event  of
Default.

      3.02  All Revolving Credit Loans.  Notwithstanding any provision contained
in  this Agreement to the contrary, Lender shall have no obligation to make  any
Revolving Credit Loan under this Agreement unless:

           (a)   Lender shall have received a current Borrowing Base Certificate
     as required by Section 2.01(b);

           (b)   Lender  shall  have received a Notice  of  Borrowing  for  such
     Revolving Credit Loan as required by Section 2.04;

           (c)   both immediately before and immediately after giving effect  to
     such  Loan,  no  Default or Event of Default shall  have  occurred  and  be
     continuing;

            (d)    no   material  adverse  change  in  the  Properties,  assets,
     liabilities,   business,  operations,  prospects,   income   or   condition
     (financial  or  otherwise)  of the Company, LaBarge  Properties  any  other
     Obligor  and/or any Subsidiary shall have occurred since the date  of  this
     Agreement and be continuing; and

           (e)   all  of the representations and warranties made by the Company,
     LaBarge Properties and/or any other Obligor in this Agreement and/or in any
     other  Transaction  Document  shall be true and  correct  in  all  material
     respects  on and as of the date of such Loan as if made on and  as  of  the
     date  of  such  Loan  (and  for  purposes  of  this  Section  3.02(e),  the
     representations  and warranties made by the Company and LaBarge  Properties
     in  Section  4.04  shall  be deemed to refer to the most  recent  financial
     statements of the Company delivered to Lender pursuant to Section 5.01(a)).

     Each request for a Loan by the Company under this Agreement shall be deemed
to  be a representation and warranty by the Company on the date of such Loan  as
to the facts specified in clauses (c), (d) and (e) of this Section 3.02.

      3.03  All Term Loan Advances.  Notwithstanding any provision contained  in
this  Agreement  to the contrary, Lender shall have no obligation  to  make  any
advance on the Term Loan under this Agreement unless:

           (a)   Lender shall have received a Term Loan Advance Notice for  such
     advance as required by Section 2.02;

           (b)   both immediately before and immediately after giving effect  to
     such  advance,  no Default or Event of Default shall have occurred  and  be
     continuing;

            (c)    no   material  adverse  change  in  the  Properties,  assets,
     liabilities,   business,  operations,  prospects,   income   or   condition
     (financial  or  otherwise)  of the Company, LaBarge  Properties  any  other
     Obligor  and/or any Subsidiary shall have occurred since the date  of  this
     Agreement and be continuing; and

           (d)   all  of the representations and warranties made by the Company,
     LaBarge Properties and/or any other Obligor in this Agreement and/or in any
     other  Transaction  Document  shall be true and  correct  in  all  material
     respects on and as of the date of such advance as if made on and as of  the
     date  of  such  advance  (and  for purposes of this  Section  3.03(d),  the
     representations  and warranties made by the Company and LaBarge  Properties
     in  Section  4.04  shall  be deemed to refer to the most  recent  financial
     statements of the Company delivered to Lender pursuant to Section 5.01(a)).

           Each  request  for an advance on the Term Loan by LaBarge  Properties
under  this  Agreement shall be deemed to be a representation  and  warranty  by
LaBarge  Properties  on the date of such advance as to the  facts  specified  in
clauses (b), (c) and (d) of this Section 3.03.

      3.04  All  Letters of Credit.  Notwithstanding any provision contained  in
this  Agreement to the contrary, Lender shall have no obligation  to  issue  any
Letter of Credit under this Agreement unless:

           (a)   Lender shall have received a current Borrowing Base Certificate
     as required by Section 2.01(b);

           (b)   Lender shall have received a Letter of Credit Request for  such
     Letter of Credit as required by Section 2.03(a);

           (c)   Lender  shall have received a Letter of Credit Application  for
     such Letter of Credit as required by Section 2.03(a), duly executed by  the
     Company as account party and applicant;

           (d)   the Company shall have complied with all of the procedures  and
     requirements set forth in Section 2.03;

           (e)   both immediately before and immediately after giving effect  to
     the issuance of such Letter of Credit, no Default or Event of Default shall
     have occurred and be continuing;

            (f)    no   material  adverse  change  in  the  Properties,  assets,
     liabilities,  business,  operations,  income  or  condition  (financial  or
     otherwise) of the Company, LaBarge Properties any other Obligor and/or  any
     Subsidiary  shall  have occurred since the date of this  Agreement  and  be
     continuing;

           (g)   all  of the representations and warranties made by the Company,
     LaBarge Properties and/or any other Obligor in this Agreement and/or in any
     other  Transaction  Document  shall be true and  correct  in  all  material
     respects on and as of the date of the issuance of such Letter of Credit  as
     if made on and as of the date of the issuance of such Letter of Credit (and
     for  purposes  of this Section 3.03(g), the representations and  warranties
     made  by the Company and LaBarge Properties in Section 4.04 shall be deemed
     to  refer  to the most recent financial statements of the Company delivered
     to the Lender pursuant to Section 5.01(a)); and

          (h)  Lender shall have received such other documents, certificates and
     agreements as it may reasonably request.

     Each  request  for the issuance of a Letter of Credit by the Company  under
this  Agreement  shall  be deemed to be a representation  and  warranty  by  the
Company  on  the date of the issuance of such Letter of Credit as to  the  facts
specified in clauses (e), (f) and (g) of this Section 3.03.

SECTION 4.  REPRESENTATIONS AND WARRANTIES.

      Each of the Company and LaBarge Properties  hereby represents and warrants
to Lender that:

      4.01  Existence and Power.  The Company and each Subsidiary: (a)  is  duly
incorporated or organized, validly existing and in good standing under the  laws
of  the jurisdiction of its incorporation or organization; (b) has all requisite
corporate  or  other powers required to carry on its business as now  conducted;
(c)  has  all  requisite  governmental and regulatory licenses,  authorizations,
consents  and  approvals  required to carry on its business  as  now  conducted,
except such licenses, authorizations, consents and approvals the failure to have
could  not reasonably be expected to have a Material Adverse Effect; and (d)  is
qualified  to transact business as a foreign entity in, and is in good  standing
under  the  laws  of, all states in which it is required by  applicable  law  to
maintain  such qualification and good standing except for those states in  which
the  failure  to  qualify  or maintain good standing  could  not  reasonably  be
expected to have a Material Adverse Effect.

     4.02 Authorization.  The execution, delivery and performance by the Company
of  this Agreement, the Revolving Credit Note, the Letter of Credit Applications
and  the  other  Transaction Documents to which it is a  party  are  within  the
corporate  powers of the Company and have been duly authorized by all  necessary
corporate  action  on  the  part of the Company.  The  execution,  delivery  and
performance by LaBarge Properties of this Agreement, the Term Loan Note and  the
other  Transaction  Documents to which it is a party are  within  the  corporate
powers  of  LaBarge Properties and have been duly authorized  by  all  necessary
corporate action on the part of LaBarge Properties.

      4.03  Binding  Effect.  This Agreement, the Notes, the  Letter  of  Credit
Applications  and  the other Transaction Documents to which the  Company  and/or
LaBarge  Properties  is  a party and which have been executed  contemporaneously
with  or  prior to the execution of this Agreement have been duly  executed  and
delivered  by such of the Company and LaBarge Properties as are parties  thereto
and  constitute the legal, valid and binding obligations of such of the  Company
and  LaBarge  Properties as are parties thereto enforceable in  accordance  with
their  respective  terms, except as such enforceability may be  limited  by  (a)
bankruptcy,  insolvency  or  other  similar  laws  affecting  creditors'  rights
generally  and  (b)  general principles of equity (regardless  of  whether  such
enforceability  is  considered in a proceeding in equity or  at  law);  and  the
Letter  of Credit Applications and the other Transaction Documents to which  the
Company   and/or  LaBarge  Properties  is  a  party  which  were  not   executed
contemporaneously  with  or  prior  to the execution  of  this  Agreement,  when
executed  and  delivered in accordance with this Agreement, will constitute  the
legal,  valid  and  binding  obligations of such  of  the  Company  and  LaBarge
Properties  as  are  parties  thereto  enforceable  in  accordance  with   their
respective  terms,  except  as  such  enforceability  may  be  limited  by   (a)
bankruptcy,  insolvency  or  other  similar  laws  affecting  creditors'  rights
generally  and  (b)  general principles of equity (regardless  of  whether  such
enforceability is considered in a proceeding in equity or at law).

      4.04  Financial  Statements.  The Company has furnished  Lender  with  the
following financial statements, identified by the chief financial officer of the
Company:  (a)  consolidated and consolidating balance sheets and  statements  of
income, retained earnings and cash flows of the Company and its Subsidiaries  as
of  and  for the fiscal year ended June 30, 2001, all certified by the Company's
independent certified public accountants, which financial statements  have  been
prepared  in  accordance  with  GAAP consistently  applied;  and  (b)  unaudited
consolidated and consolidating balance sheets and statements of income, retained
earnings  and cash flows of the Company and its Subsidiaries as of and  for  the
fiscal  quarter  ended December 30, 2001, all certified by the  chief  financial
officer  of  the Company as being true and correct to the best of his  knowledge
and as being prepared in accordance with GAAP consistently applied.  The Company
further represents and warrants to Lender that (a) said balance sheets and their
accompanying  notes  fairly  present  the  condition  of  the  Company  and  its
Subsidiaries  as  of the dates thereof, (b) there has been no  material  adverse
change in the condition or operation, financial or otherwise, of the Company  or
any of its Subsidiaries since December 30, 2001, and (c) neither the Company nor
any  of its Subsidiaries had any direct or contingent liabilities which were not
disclosed on said financial statements or the notes thereto (to the extent  such
disclosure is required by GAAP).

      4.05  Litigation.  Except as disclosed on Schedule 4.05  attached  hereto,
there is no action or proceeding pending or, to the knowledge of the Company  or
LaBarge  Properties,  threatened  against  or  affecting  the  Company  or   any
Subsidiary  before  any  court, arbitrator or any  governmental,  regulatory  or
administrative  body, instrumentality, authority, agency or official  which,  if
determined adversely against the Company or any Subsidiary, could reasonably  be
expected  to  have  a  Material Adverse Effect.  Neither  the  Company  nor  any
Subsidiary  is in default with respect to any order, writ, injunction,  decision
or   decree  of  any  court,  arbitrator  or  any  governmental,  regulatory  or
administrative body, instrumentality, authority, agency or official,  a  default
under  which  could  reasonably be expected to have a Material  Adverse  Effect.
There are no outstanding judgments against the Company or any Subsidiary.

      4.06  Pension  and Welfare Plans.  Except as set forth  on  Schedule  4.06
attached  hereto, each Pension Plan and Welfare Plan complies  in  all  material
respects  with  ERISA  and all other applicable statutes  and  governmental  and
regulatory  rules  and  regulations; no Reportable Event  has  occurred  and  is
continuing  with  respect  to  any Pension Plan; neither  the  Company  nor  any
Subsidiary nor any ERISA Affiliate has withdrawn from any Multi-Employer Plan in
a "complete withdrawal" or a "partial withdrawal" as defined in Sections 4203 or
4205  of  ERISA,  respectively; neither the Company nor any Subsidiary  nor  any
ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA;
neither  the Company nor any Subsidiary nor any ERISA Affiliate has in the  past
contributed  to or currently contributes to a Multi-Employer Plan;  neither  the
Company  nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability
with  respect  to  a Multi-Employer Plan; no steps have been instituted  by  the
Company or any Subsidiary or any ERISA Affiliate to terminate any Pension  Plan;
no  condition exists or event or transaction has occurred in connection with any
Pension  Plan,  Multi-Employer Plan or Welfare Plan which could  result  in  the
incurrence  by  the  Company or any Subsidiary or any  ERISA  Affiliate  of  any
material  liability, fine or penalty; and neither the Company nor any Subsidiary
nor  any  ERISA  Affiliate is a "contributing sponsor"  as  defined  in  Section
4001(a)(13)  of  ERISA  of  a  "single-employer  plan"  as  defined  in  Section
4001(a)(15) of ERISA which has two or more contributing sponsors at least two of
whom  are  not  under common control.  Except as disclosed on  the  consolidated
financial  statements  of  the  Company and its Subsidiaries  delivered  by  the
Company  to  Lender,  neither  the Company nor  any  Subsidiary  nor  any  ERISA
Affiliate has any liability with respect to any Welfare Plan.

      4.07  Tax Returns and Payment.  The Company and each Subsidiary has  filed
all  Federal, state, local, foreign and other income and other tax returns which
are  required to be filed and has paid all taxes which have become due  pursuant
to  such  returns and all other taxes, assessments, fees and other  governmental
charges  upon  the Company or such Subsidiary, as the case may be,  and/or  upon
their respective Properties, assets, income and franchises which have become due
and  payable by the Company or such Subsidiary, as the case may be, except those
wherein the amount, applicability or validity are being contested by the Company
or  such  Subsidiary,  as  the  case may be, by  appropriate  proceedings  being
diligently conducted in good faith and in respect of which adequate reserves  in
accordance  with GAAP have been established.  There is no asserted  or  assessed
(or  to  the  knowledge  of  the Company or LaBarge  Properties,  proposed)  tax
deficiency against the Company or any Subsidiary which, if determined  adversely
against  the Company or any Subsidiary, could reasonably be expected to  have  a
Material Adverse Effect.

      4.08  Subsidiaries.   The  Company  has  no  Subsidiaries  other  than  as
identified on Schedule 4.08 attached hereto, as the same may from time  to  time
be amended, modified or supplemented as provided herein.  Schedule 4.08 attached
hereto  correctly sets forth, for each Subsidiary, the number of shares of  each
class of capital stock or other equity interests authorized for such Subsidiary,
the  number of outstanding and the percentage of the outstanding shares of  each
such  class owned, directly or indirectly, by the Company or one or more of  its
Subsidiaries.  All of the issued and outstanding capital stock or  other  equity
interests  of each Subsidiary is duly authorized, validly issued and fully  paid
and  nonassessable.   Except  as  disclosed on Schedule  4.08  attached  hereto,
neither  the Company nor any Subsidiary, individually or collectively,  owns  or
holds,  directly or indirectly, any capital stock of or equity interest  in  any
corporation, partnership, limited liability company or other entity  other  than
the  Company's  Subsidiaries.  The Company may at  any  time  amend,  modify  or
supplement Schedule 4.08 by notifying Lender in writing of any changes  thereto,
including any formation, acquisition, merger or liquidation of any Subsidiary or
any  change in the capitalization of any Subsidiary, in each case, in accordance
with the terms of this Agreement, and thereby the representations and warranties
contained  in  this Section 4.08 shall be amended accordingly so  long  as  such
amendment, modification or supplement is made within thirty (30) days after  the
occurrence of any such changes in the facts stated therein and that such changes
reflect transactions that are permitted under this Agreement.

      4.09  Compliance  With  Other Instruments; None Burdensome.   Neither  the
Company nor any Subsidiary is a party to any contract or agreement or subject to
any  charter  or other corporate or other restriction which could reasonably  be
expected  to  have a Material Adverse Effect and which is not disclosed  on  the
Company's  financial  statements heretofore submitted to  Lender;  none  of  the
execution  and delivery by the Company and/or any Subsidiary of the  Transaction
Documents,  the  consummation of the transactions therein  contemplated  or  the
compliance  with the provisions thereof will violate any law, rule,  regulation,
order, writ, judgment, injunction, decree or award binding on the Company or any
Subsidiary,  or  any  of  the  provisions of  the  Certificate  or  Articles  of
Incorporation  or  By-Laws  of  the Company or any  Subsidiary  or  any  of  the
provisions  of any indenture, agreement, document, instrument or undertaking  to
which  the  Company or any Subsidiary is a party or subject,  or  by  which  the
Company  or  any Subsidiary or any Property of the Company or any Subsidiary  is
bound,  or  conflict with or constitute a default thereunder or  result  in  the
creation  or imposition of any Lien pursuant to the terms of any such indenture,
agreement,  document, instrument or undertaking (other than in favor  of  Lender
pursuant  to the Transaction Documents).  No order, consent, approval,  license,
authorization  or validation of, or filing, recording or registration  with,  or
exemption  by,  any governmental, regulatory, administrative or public  body  or
authority,  or  any  subdivision thereof, or any other  Person  is  required  to
authorize,  or  is  required  in connection with,  the  execution,  delivery  or
performance of, or the legality, validity, binding effect or enforceability  of,
any of the Transaction Documents.

      4.10 Other Debt, Guarantees and Capitalized Leases. Except as disclosed on
Schedule  4.10  attached hereto, neither the Company nor  any  Subsidiary  is  a
borrower,  guarantor or obligor with respect to, or a lessee  under,  any  Debt,
Guarantees or Capitalized Leases.  The Company may at any time amend, modify  or
supplement Schedule 4.10 by notifying Lender in writing of any changes  thereto,
and  thereby  the representations and warranties contained in this Section  4.10
shall  be  amended  accordingly  so  long as  such  amendment,  modification  or
supplement  is  made within thirty (30) days after the occurrence  of  any  such
changes  in  the facts stated therein and that such changes reflect transactions
that are permitted under this Agreement.

      4.11 Labor Matters.   Neither the Company nor any Subsidiary is a party to
any  labor dispute which could reasonably be expected to have a Material Adverse
Effect.   There  are  no strikes or walkouts relating to any labor  contract  to
which the Company or any Subsidiary is subject.  Hours worked and payments  made
to  the employees of the Company and its Subsidiaries have not been in violation
of (a) the Fair Labor Standards Act or (b) any other applicable law dealing with
such  matters,  the violation of which could reasonably be expected  to  have  a
Material  Adverse Effect.  All payments due from the Company or any  Subsidiary,
or  for  which any claim may be made against any of them, in respect  of  wages,
employee  health and welfare insurance and/or other benefits have been  paid  or
accrued as a liability on their respective books.

      4.12  Title to Property.  The Company and each Subsidiary is the sole  and
absolute  owner  of, or has the legal right to use and occupy, all  Property  it
claims  to  own  or  which is necessary for the Company or  such  Subsidiary  to
conduct  its business, and all of such Property is free and clear of  all  Liens
other than Permitted Liens.  The Company and each Subsidiary enjoys peaceful and
undisturbed possession in all material respects under all leases under which  it
is operating as a lessee.

      4.13  Regulation U.  Neither the Company nor LaBarge Properties is engaged
principally, or as one of its important activities, in the business of extending
credit  for  the  purpose  of purchasing or carrying margin  stock  (within  the
meaning of Regulation U of The Board of Governors of the Federal Reserve System,
as  amended)  and  no  part of the proceeds of any Loan will  be  used,  whether
directly  or  indirectly,  and whether immediately, incidentally  or  ultimately
(a)  to  purchase or carry margin stock or to extend credit to  others  for  the
purpose  of  purchasing  or  carrying  margin  stock,  or  to  refund  or  repay
indebtedness  originally incurred for such purpose or (b) for any purpose  which
entails a violation of, or which is inconsistent with, the provisions of any  of
the  Regulations  of  The  Board of Governors of  the  Federal  Reserve  System,
including,  without limitation, Regulations U, T or X thereof, as  amended.   If
requested by Lender, the Company and LaBarge Properties shall furnish to  Lender
a  statement  in  conformity with the requirements of Federal Reserve  Form  U-1
referred to in Regulation U.

      4.14 Multi-Employer Pension Plan Amendments Act of 1980.  The Company  and
each Subsidiary is in compliance with the Multi-Employer Pension Plan Amendments
Act  of  1980, as amended ("MEPPAA"), and neither the Company nor any Subsidiary
has any liability for pension contributions pursuant to MEPPAA.

      4.15 Investment Company Act of 1940; Public Utility Holding Company Act of
1935.  Neither the Company nor LaBarge Properties is an "investment company"  as
that  term  is  defined  in, or is otherwise subject to  regulation  under,  the
Investment  Company  Act of 1940, as amended.  Neither the Company  nor  LaBarge
Properties  is a "holding company" as that term is defined in, or  is  otherwise
subject to regulation under, the Public Utility Holding Company Act of 1935,  as
amended.

      4.16  Patents, Trademarks, Copyrights, Licenses, Etc.  Except as disclosed
on Schedule 4.16 attached hereto, neither the Company nor any Subsidiary has any
patents, patent applications, patent rights, trademarks, trademark applications,
trademark rights, copyrights, licenses or other intellectual property which  are
material to the business of the Company or any Subsidiary.  The Company  may  at
any  time  amend,  modify  or supplement Schedule 4.16 by  notifying  Lender  in
writing  of  any changes thereto, and thereby the representations and warranties
contained  in  the  first  sentence  of  this  Section  4.16  shall  be  amended
accordingly so long as such amendment, modification or supplement is made within
thirty  (30)  days after the occurrence of any such changes in the facts  stated
therein and that such changes reflect transactions that are permitted under this
Agreement.   The  Company and each Subsidiary possesses all  necessary  patents,
patent  rights,  trademarks, trademark rights, trade names, trade  name  rights,
copyrights,  licenses  and other intellectual property to conduct  its  business
without  conflict  with  any patent, patent right, trademark,  trademark  right,
trade  name,  copyright, license or other intellectual  property  of  any  other
Person.

      4.17 Environmental and Safety and Health Matters.  Except as disclosed  on
Schedule  4.17  attached  hereto: (a) the operations of  the  Company  and  each
Subsidiary  comply  with all applicable Environmental Laws  and  all  applicable
Occupational  Safety  and Health Laws, the violation of  or  noncompliance  with
which  could reasonably be expected to have a Material Adverse Effect; (b)  none
of  the  operations  of  the  Company  or any  Subsidiary  are  subject  to  any
Environmental  Claim or any judicial, governmental, regulatory or administrative
proceeding  alleging the violation of any Occupational Safety  and  Health  Law,
which,  if  determined  adversely against the Company or any  Subsidiary,  could
reasonably  be  expected  to have a Material Adverse Effect;  (c)  none  of  the
operations  of  the Company or any Subsidiary is the subject of any  Federal  or
state  investigation evaluating whether any remedial action is needed to respond
to any Release of Hazardous Substances or any unsafe or unhealthful condition at
any premises owned, leased or operated by the Company or such Subsidiary, which,
if  determined  adversely to the Company or any Subsidiary, could reasonably  be
expected  to  have a Material Adverse Effect; (d) neither the  Company  nor  any
Subsidiary  has  filed any notice under any Environmental  Law  or  Occupational
Safety  and Health Law indicating or reporting (i) any past or present spillage,
leakage  or  Release into the environment of, or treatment, storage or  disposal
of,  any Hazardous Substance or (ii) any unsafe or unhealthful condition at  any
premises  owned,  leased  or operated by the Company  or  such  Subsidiary;  and
(e) neither the Company nor any Subsidiary has any material contingent liability
in  connection  with (i) any spillage, disposal or Release into the  environment
of, or otherwise with respect to, any Hazardous Substances or (ii) any unsafe or
unhealthful  condition at any premises owned, leased or operated by the  Company
or such Subsidiary.

      4.18  Investments.   Neither  the  Company  nor  any  Subsidiary  has  any
Restricted Investments.

      4.19 No Default.  No Default or Event of Default under this Agreement  has
occurred  and is continuing.  There is no existing default or event  of  default
under  or  with  respect to any indenture, contract, agreement, lease  or  other
instrument  to which the Company or any Subsidiary is a party or  by  which  any
Property of the Company or any Subsidiary is bound or affected, a default  under
which  could  reasonably  be expected to have a Material  Adverse  Effect.   The
Company  and  each  Subsidiary has and is in full compliance with  and  in  good
standing  with respect to all governmental and/or regulatory permits,  licenses,
certificates,  consents  and franchises necessary to  continue  to  conduct  its
business  as  previously conducted by it and to own or  lease  and  operate  its
Properties  as  now owned or leased by it, the failure to have or  noncompliance
with  which could reasonably be expected to have a Material Adverse Effect, and,
to  the  best  of  the Company's knowledge, none of said permits,  certificates,
consents or franchises contain any term, provision, condition or limitation more
burdensome than such as are generally applicable to Persons engaged in the  same
or  similar  business as the Company or such Subsidiary, as  the  case  may  be.
Neither  the  Company nor any Subsidiary of the Company is in violation  of  any
applicable statute, law, rule, regulation or ordinance of the United  States  of
America,  of  any  state,  city, town, municipality,  county  or  of  any  other
jurisdiction, or of any agency thereof, a violation of which could reasonably be
expected to have a Material Adverse Effect.

      4.20  Government Contracts.  Neither the Company nor any Subsidiary  is  a
party  to  or  bound  by  any  supply or purchase agreements  with  the  Federal
government  or  any  state  or  local government  or  any  agency  thereof,  the
termination  or  cancellation of which could reasonably be expected  to  have  a
Material Adverse Effect.

      4.21  Purchase  and Other Commitments and Outstanding  Bids.  No  material
purchase  or other commitment of the Company or any Subsidiary is in  excess  of
the  normal, ordinary and usual requirements of its business, or was made at any
price  in  excess  of  the then current market price, or, to  the  best  of  the
Company's knowledge, contains terms and conditions more onerous than those usual
and customary in the applicable industry.  There is no material outstanding bid,
sales  proposal,  contract or unfilled order of the Company  or  any  Subsidiary
which  (a) will, or could if accepted, require the Company or any Subsidiary  to
supply goods or services at a cost to the Company or any Subsidiary in excess of
the revenues to be received therefor or (b) quotes prices which do not include a
markup  over reasonably estimated costs consistent with past markups on  similar
business based on market conditions current at that time.

      4.22  Disclosure.   Neither this Agreement nor  any  of  the  Exhibits  or
Schedules  hereto  nor  any certificate or other data  furnished  to  Lender  in
writing by or on behalf of the Company or any Subsidiary in connection with  the
transactions  contemplated by this Agreement contains any  untrue  or  incorrect
statement of a material fact or omits to state a material fact necessary to make
the  statements  contained  herein  or therein  not  misleading.   To  the  best
knowledge  of the Company and LaBarge Properties, there is no fact  peculiar  to
the  Company or any Subsidiary which presently has a Material Adverse Effect  or
in  the  future (so far as the Company and LaBarge Properties can  now  foresee)
could  reasonably be expected to have a Material Adverse Effect, which  has  not
heretofore been disclosed in writing by the Company to Lender.

SECTION 5.  COVENANTS.

     5.01 Affirmative Covenants of the Company.  Each of the Company and LaBarge
Properties  covenants and agrees that, so long as Lender has any  obligation  to
make  any Loan or to issue any Letter of Credit under this Agreement, any Letter
of  Credit  remains outstanding, any of the Company's Obligations remain  unpaid
and/or any of the LaBarge Properties' Obligations remain unpaid:

     (a)  Information.  The Company will deliver to Lender:

           (i)   as  soon as available and in any event within ninety (90)  days
     after  the  end  of  each  fiscal  year of the  Company,  consolidated  and
     consolidating balance sheets of the Company and its Subsidiaries as of  the
     end  of  such  fiscal year and the related consolidated  and  consolidating
     statements  of  income, retained earnings and cash flows  for  such  fiscal
     year, setting forth in each case, in comparative form, the figures for  the
     previous  fiscal  year, all such financial statements  to  be  prepared  in
     accordance  with  GAAP  consistently  applied  and  reported  on   by   and
     accompanied  by  the  unqualified opinion of independent  certified  public
     accountants  selected  by the Company and reasonably acceptable  to  Lender
     together  with (A) a certificate from such accountants to the effect  that,
     in  making  the examination necessary for the signing of such annual  audit
     report,  such accountants have not become aware of any Default or Event  of
     Default  that has occurred and is continuing, or, if such accountants  have
     become aware of any such event, describing it and the steps, if any,  being
     taken  to  cure it and (B) the computations of such accountants  evidencing
     the  Company's compliance with the financial covenants contained in Section
     5.01(o) of this Agreement;

           (ii)  as  soon  as available and in any event within forty-five  (45)
     days  after  the end of the first three (3) fiscal quarters of each  fiscal
     year  of the Company, consolidated and consolidating balance sheets of  the
     Company  and its Subsidiaries as of the end of such fiscal quarter and  the
     related  consolidated  and  consolidating statements  of  income,  retained
     earnings and cash flows for such fiscal quarter and for the portion of  the
     Company's  fiscal  year  ended at the end of such fiscal  quarter,  setting
     forth  in  each case in comparative form, the figures for the corresponding
     fiscal  quarter  and  the corresponding portion of the  Company's  previous
     fiscal  year, all in reasonable detail and satisfactory in form  to  Lender
     and   certified  (subject  to  normal  year-end  adjustments  and  footnote
     disclosures)  as to fairness of presentation, GAAP and consistency  by  the
     President or the chief financial officer of the Company;

           (iii)      simultaneously with the delivery of each set of  financial
     statements  referred  to  in Section 5.01(a)(i) and  5.01(a)(ii)  above,  a
     certificate of the President or the chief financial officer of the  Company
     in  the  form  attached  hereto as Exhibit G  and  incorporated  herein  by
     reference,   accompanied  by  supporting  financial   work   sheets   where
     appropriate,  (A)  evidencing the Company's compliance with  the  financial
     covenants  contained  in  Section 5.01(o) of this  Agreement,  (B)  stating
     whether  there exists on the date of such certificate any Default or  Event
     of  Default  and,  if any Default or Event of Default then exists,  setting
     forth  the  details thereof and the action which the Company is  taking  or
     proposes  to take with respect thereto and (C) certifying that all  of  the
     representations  and  warranties made by the  Company,  LaBarge  Properties
     and/or  any other Obligor in this Agreement and/or in any other Transaction
     Document  are true and correct in all material respects on and  as  of  the
     date  of  such  certificate  as if made on and  as  of  the  date  of  such
     certificate;

           (iv)  promptly upon receipt thereof, any reports (including,  without
     limitation,  any  management  letters) submitted  to  the  Company  or  any
     Subsidiary  (other than reports previously delivered pursuant  to  Sections
     5.01(a)(i)  above)  by  independent  accountants  in  connection  with  any
     annual,  interim or special audit made by them of the books of the  Company
     or any Subsidiary;

           (v)   within fifteen (15) days after the end of each fiscal month  of
     the  Company, (A) an accounts trial balance of the Company indicating which
     Accounts  are  up to 30, 30 to 60, 60 to 90 and 90 days or  more  past  the
     invoice date and including, if requested by Lender, a listing of the  names
     and  addresses of all applicable Account Debtors, (B) a summary of accounts
     payable  of the Company showing which accounts payable are current,  up  to
     30,  30  to  60,  60 to 90 and 90 days or more past due and  including,  if
     requested  by  Lender, a listing of the names and addresses  of  applicable
     creditors and (C) a backlog report for the Company, all in form and  detail
     reasonably satisfactory to Lender and certified as being true, correct  and
     complete by the President or the chief financial officer of the Company;

           (vi)  at  such intervals as Lender may request, such information  and
     reports   regarding  the  Inventory  of  the  Company  and  each  Guarantor
     Subsidiary as Lender may from time to time request, all in form and  detail
     reasonably satisfactory to Lender and certified as being true, correct  and
     complete by the President or the chief financial officer of the Company;

           (vii)      as soon as available and in any event no later than ninety
     (90)  days  after  the  beginning  of each  fiscal  year  of  the  Company,
     consolidated  and  consolidating balance sheet, income statement  and  cash
     flow  projections for the Company and its Subsidiaries for such fiscal year
     on  a month-by-month basis, all in form and detail reasonably acceptable to
     Lender; and

            (viii)     with  reasonable  promptness,  such  further  information
     regarding  the business, affairs and financial condition of the Company  or
     any Subsidiary as Lender may from time to time reasonably request.

     Lender is hereby authorized to deliver a copy of any financial statement or
other  information  made  available by the Company  or  any  Subsidiary  to  any
regulatory  authority having jurisdiction over Lender, pursuant to  any  request
therefor.

      (b)   Payment of Indebtedness.  The Company will, and it will  cause  each
Subsidiary  to,  (i)  pay  and  discharge any and all  Indebtedness  payable  or
Guaranteed  by  the  Company or such Subsidiary, as the case  may  be,  and  any
interest  or premium thereon, when due (whether by scheduled maturity,  required
prepayment, acceleration, demand or otherwise) in accordance with the agreement,
document  or  instrument relating to such Indebtedness or  Guarantee;  provided,
however,  that neither the Company nor any Subsidiary shall be required  to  pay
any  such  Indebtedness which does not constitute Debt the payment of  which  is
being  contested  in good faith and by appropriate proceedings being  diligently
conducted  and  for which adequate reserves in accordance with  GAAP  have  been
provided, except that the Company or such Subsidiary, as the case may be,  shall
pay or cause to be paid all such Indebtedness forthwith upon the commencement of
proceedings to foreclose any Lien which is attached as security therefor, unless
such  foreclosure  is stayed by the filing of an appropriate bond  in  a  manner
reasonably  satisfactory  to  Lender and (ii) faithfully  perform,  observe  and
discharge all covenants, conditions and obligations which are imposed  upon  the
Company  or  such  Subsidiary, as the case may be, by any  and  all  agreements,
documents, instruments and indentures evidencing, securing or otherwise relating
to such Indebtedness or Guarantee.

      (c)   Books and Records; Consultations and Inspections. The Company  will,
and  it will cause each Subsidiary to, maintain books and records sufficient  to
permit  the preparation of financial statements in accordance with GAAP  and  in
which  true,  correct  and complete entries shall be made of  all  dealings  and
transactions in relation to its business and activities.  the Company will,  and
it  will  cause each Subsidiary to, permit Lender (and any Person  appointed  by
Lender  to whom the Company does not reasonably object) to discuss the  affairs,
finances  and accounts of the Company and each Subsidiary with the  officers  of
the Company and each Subsidiary and their independent public accountants, all at
such  reasonable  times and as often as Lender may from time to time  reasonably
request.   The  Company  will also permit, and will  cause  each  Subsidiary  to
permit,  inspection of its Properties, books and records by  the  Lender  during
normal business hours and at other reasonable times.  The Company will reimburse
Lender  upon demand for all reasonable costs and expenses incurred by Lender  in
connection  with any such inspection conducted by Lender while  any  Default  or
Event  of  Default  under this Agreement has occurred and  is  continuing.   The
Company   irrevocably  authorizes  Lender  to  communicate  directly  with   its
independent  public  accountants and irrevocably  authorizes  and  directs  such
accountants  to disclose to Lender any and all information with respect  to  the
business  and financial condition of the Company and each Subsidiary  as  Lender
may from time to time reasonably request in writing.

     (d)  Payment of Taxes.  The Company will, and it will cause each Subsidiary
to,  duly file all Federal, state and local income tax returns and all other tax
returns and reports of the Company or such Subsidiary, as the case may be, which
are  required  to  be  filed  and  duly pay and discharge  promptly  all  taxes,
assessments  and  other  governmental charges imposed upon  it  or  any  of  its
Property;  provided, however, that neither the Company nor any Subsidiary  shall
be  required  to pay any such tax, assessment or other governmental  charge  the
payment of which is being contested in good faith and by appropriate proceedings
being  diligently conducted and for which adequate reserves in  accordance  with
GAAP have been provided, except that the Company or such Subsidiary, as the case
may  be,  shall  pay  or  cause  to  be paid all  such  taxes,  assessments  and
governmental charges forthwith upon the commencement of proceedings to foreclose
any  Lien  which  is attached as security therefor, unless such  foreclosure  is
stayed  by the filing of an appropriate bond in a manner reasonably satisfactory
to Lender.

      (e)   Payment  of  Claims.   The Company will,  and  it  will  cause  each
Subsidiary to, pay and discharge all trade accounts payable, all normal accruals
and  all claims for work, labor or materials which if unpaid could become a Lien
upon  any  of  its Property in accordance with its usual and customary  business
practices as in effect on the date of this Agreement (but in no event later than
thirty  (30)  days after the due date thereof); provided, however, that  neither
the  Company nor any Subsidiary shall be required to pay any such trade  account
payable, accrual or claim the payment of which is being contested in good  faith
and by appropriate proceedings being diligently conducted and for which adequate
reserves in accordance with GAAP have been provided, except that the Company  or
such  Subsidiary,  as the case may be, shall pay or cause to be  paid  all  such
trade  accounts payable, accruals and claims forthwith upon the commencement  of
proceedings to foreclose any Lien which is attached as security therefor, unless
such  foreclosure  is stayed by the filing of an appropriate bond  in  a  manner
reasonably satisfactory to Lender.

     (f)  Existence.  The Company will, and it will cause each Subsidiary to, do
all  things necessary to (i) preserve and keep in full force and effect  at  all
times its corporate or other existence and all permits, licenses, franchises and
other  rights material to its business and (ii) be duly qualified to do business
and be in good standing in all jurisdictions where the nature of its business or
its   ownership  of  Property  requires  such  qualification  except  for  those
jurisdictions in which the failure to qualify or be in good standing  could  not
reasonably be expected to have a Material Adverse Effect.

      (g)   Maintenance of Property.  The Company will, and it will  cause  each
Subsidiary to, at all times, preserve and maintain all of the Property  used  or
useful  in  the  conduct of its business in good condition,  working  order  and
repair, ordinary wear and tear excepted.

     (h)  Compliance with Laws, Regulations, Etc.  The Company will, and it will
cause  each  Subsidiary  to,  comply  with any  and  all  laws,  ordinances  and
governmental and regulatory rules and regulations to which the Company  or  such
Subsidiary,  as the case may be, is subject (including, without limitation,  all
Occupational Safety and Health Laws and all Environmental Laws) and  obtain  any
and  all  licenses,  permits, franchises and other governmental  and  regulatory
authorizations necessary to the ownership of its Properties or to the conduct of
its  business, which violation or failure to obtain could reasonably be expected
to have a Material Adverse Effect.

      (i)   Environmental Matters. The Company will give Lender  prompt  written
notice of (i) any Environmental Claim or any other action or investigation  with
respect  to  the  existence or potential existence of any  Hazardous  Substances
instituted or threatened with respect to the Company or any Subsidiary or any of
the  Properties  or facilities owned, leased or operated by the Company  or  any
Subsidiary  which,  if determined adversely to the Company  or  any  Subsidiary,
could  reasonably  be expected to have a Material Adverse Effect  and  (ii)  any
condition or occurrence on any of the Properties or facilities owned, leased  or
operated by the Company or any Subsidiary which constitutes a violation  of  any
Environmental  Laws  or which gives rise to a reporting obligation  or  requires
removal  or remediation under any Environmental Laws.  Within thirty  (30)  days
after  the  giving of any such notice,  the Company shall deliver to Lender  the
Company's plan with respect to removal or remediation and the Company agrees  to
take  all  action which is reasonably necessary in connection with such  action,
investigation,  condition or occurrence in accordance with such  plan  with  due
diligence  and to complete such removal or remediation as promptly  as  possible
and  in  all  events within the time required by any Environmental Laws  or  any
other  applicable  law, rule or regulation.  The Company shall promptly  provide
Lender  with  copies  of  all documentation relating  thereto,  and  such  other
information  with  respect to environmental matters as Lender may  request  from
time to time.

      (j)   ERISA  Compliance.   If the Company, any  Subsidiary  or  any  ERISA
Affiliate  shall  have any Pension Plan, the Company, such  Subsidiary  or  such
ERISA Affiliate, as the case may be, shall comply with all requirements of ERISA
relating  to  such  Pension  Plan.   Without  limiting  the  generality  of  the
foregoing,  the Company will not, and it will not cause or permit any Subsidiary
or any ERISA Affiliate to:

            (i)   permit  any  Pension  Plan  maintained  by  the  Company,  any
     Subsidiary  or  any ERISA Affiliate to engage in any nonexempt  "prohibited
     transaction," as such term is defined in Section 4975 of the Code;

            (ii)  permit  any  Pension  Plan  maintained  by  the  Company,  any
     Subsidiary  or  any  ERISA  Affiliate to  incur  any  "accumulated  funding
     deficiency",  as  such term is defined in Section 302 of ERISA,  29  U.S.C.
      1082, whether or not waived;

           (iii)      terminate any Pension Plan in a manner which could  result
     in  the imposition of a Lien on any Property of the Company, any Subsidiary
     or  any  ERISA  Affiliate  pursuant to Section 4068  of  ERISA,  29  U.S.C.
      1368; or

           (iv)  take  any action which would constitute a complete  or  partial
     withdrawal  from a Multi-Employer Plan within the meaning of Sections  4203
     or 4205 of Title IV of ERISA.

      Notwithstanding  any provision contained in this Section  5.01(j)  to  the
contrary,  an  act  by  the Company or any Subsidiary shall  not  be  deemed  to
constitute  a violation of this Section 5.01(j) unless the Lender determines  in
good faith that said action, individually or cumulatively with other acts of the
Company  and  its Subsidiaries, has or could reasonably be expected  to  have  a
Material Adverse Effect.

      (k)   Notices.  The Company will notify Lender in writing of  any  of  the
following  within three (3) Business Days after any officer of the  Company  has
actual  knowledge  thereof, describing the same and, if  applicable,  the  steps
being taken by the Person(s) affected with respect thereto:

          (i)  the occurrence of any Default or Event of Default;

           (ii)  the  occurrence  of  any default or event  of  default  by  the
     Company,  any  other Obligor or any Subsidiary under any  note,  indenture,
     loan  agreement,  mortgage,  deed of trust, security  agreement,  lease  or
     other  similar agreement, document or instrument to which the Company,  any
     other  Obligor  or any Subsidiary, as the case may be, is  a  party  or  by
     which it is bound or to which it is subject;

           (iii)      the  institution of any litigation, arbitration proceeding
     or  governmental or regulatory proceeding affecting the Company, any  other
     Obligor  or  any  Subsidiary, whether or not considered to  be  covered  by
     insurance,  in  which the prayer or claim for relief seeks recovery  of  an
     amount  in  excess of $100,000.00 (or, if no dollar amount is specified  in
     the  prayer  or claim for relief, in which there is a reasonable likelihood
     of  recovery  of  an  amount  in  excess of $100,000.00)  or  any  form  of
     equitable relief;

           (iv)  the  entry of any judgment or decree against the  Company,  any
     other Obligor or any Subsidiary;

           (v)  the occurrence of a Reportable Event with respect to any Pension
     Plan;  the filing of a notice of intent to terminate a Pension Plan by  the
     Company,  any  ERISA  Affiliate  or  any  Subsidiary;  the  institution  of
     proceedings  to terminate a Pension Plan by the PBGC or any  other  Person;
     the  withdrawal  in  a "complete withdrawal" or a "partial  withdrawal"  as
     defined  in Sections 4203 and 4205, respectively, of ERISA by the  Company,
     any  ERISA Affiliate or any Subsidiary from any Multi-Employer Plan; or the
     incurrence  of  any material increase in the contingent  liability  of  the
     Company  or  any  Subsidiary with respect to any "employee welfare  benefit
     plan"  as  defined in Section 3(1) of ERISA which covers retired  employees
     and their beneficiaries;

           (vi) the occurrence of any material adverse change in the Properties,
     assets,  liabilities, business, operations, prospects, income or  condition
     (financial  or  otherwise)  of  the  Company,  any  other  Obligor  or  any
     Subsidiary;

           (vii)     any change in the name of the Company, any other Obligor or
     any Subsidiary;

           (viii)    any proposed opening, closing or other change of any  place
     of business of the Company, any other Obligor or any Subsidiary;

           (ix) any material change in the Company's or any Subsidiary's line(s)
     of business;

          (x)  the occurrence of any Change of Control Event; and

           (xi) any notices required to be provided pursuant to other provisions
     of  this  Agreement and notice of the occurrence of such  other  events  as
     Lender may from time to time reasonably specify.

      (l)   Insurance.  The Company will, and it will cause each Subsidiary  to,
insure  all of its Property of the character usually insured by Persons  engaged
in  the same or similar businesses similarly situated, against loss or damage of
the  kind  customarily insured against by such Persons, unless higher limits  or
coverage  are  reasonably  required in writing by  Lender,  and  carry  adequate
liability  insurance  and other insurance of a kind and in an  amount  generally
carried by Persons engaged in the same or similar businesses similarly situated,
unless  higher limits or coverage are reasonably required in writing by  Lender.
All insurance required by this Section 5.01(l) shall be with insurers rated A-XI
or  better  by  A.M.  Best  Company (or accorded a  similar  rating  by  another
nationally  or  internationally recognized insurance rating  agency  of  similar
standing if A.M. Best Company is not then in the business of rating insurers  or
rating  foreign  insurers) or such other insurers as may from time  to  time  be
reasonably  acceptable  to  Lender.   All  such  insurance  may  be  subject  to
reasonable deductible amounts.

      (m)  Further Assurances.  Each of the Company and LaBarge Properties will,
and the Company will cause each Subsidiary to, execute and deliver to Lender, at
any  time  and from time to time, any and all further agreements, documents  and
instruments,  and take any and all further actions which may be  required  under
applicable  law,  or which Lender may from time to time reasonably  request,  in
order  to  effectuate the transactions contemplated by this  Agreement  and  the
other Transaction Documents.

      (n)  Accountant.  The Company will give Lender prompt notice of any change
of the Company's independent certified public accountants and a statement of the
reasons  for  such  change.  The Company shall at all times utilize  independent
certified public accountants reasonably acceptable to Lender.

     (o)  Financial Covenants.

            (i)    Minimum  Consolidated  EBITDA.   The  Company  will  have   a
     Consolidated  EBITDA  of  at  least  $8,500,000.00  during  each  four  (4)
     consecutive fiscal quarter period of the Company commencing with  the  four
     (4) consecutive fiscal quarter period of the Company ending April 1, 2002.

           (ii)  Minimum Consolidated Tangible Net Worth. The Company  will  all
     times  have a Consolidated Tangible Net Worth of not less than the  sum  of
     (A)  the  sum  of (1) the Company's Consolidated Tangible Net Worth  as  of
     April  1, 2002, minus (2) $3,000,000.00 plus (B) Seventy-Five Percent (75%)
     of  Consolidated  Net  Income (with no deductions for losses)  during  each
     fiscal  quarter  of the Company ending after April 1, 2002  (such  required
     increases  to  be  cumulative for each such fiscal quarter)  plus  (C)  One
     Hundred  Percent (100%) of the net proceeds received by the Company  on  or
     after the date of this Agreement from the issuance of any capital stock  of
     other equity interests of the Company.

           (iii)     Maximum Consolidated Debt to Consolidated EBITDA Ratio. The
     Company will have a Consolidated Debt to Consolidated EBITDA Ratio  of  not
     more  than  3.0  to 1.0 as of the last day of each fiscal  quarter  of  the
     Company  commencing with the fiscal quarter of the Company ending April  1,
     2002.

           (iv)  Minimum Consolidated Interest Coverage Ratio. The Company  will
     have a Consolidated Interest Coverage Ratio of at least 3.0 to 1.0 for each
     four  (4) consecutive fiscal quarter period of the Company commencing  with
     the  four (4) consecutive fiscal quarter period of the Company ending April
     1, 2002.

      (p)   Subsidiaries.  If the Company or any Subsidiary  creates,  forms  or
acquires  any Subsidiary on or after the date of this Agreement, the Company  or
such  Subsidiary, as the case may be, will, contemporaneously with the creation,
formation  or acquisition of such Subsidiary, (i) grant Lender a first  priority
perfected  security  interest in and lien on all of the issued  and  outstanding
shares  of capital stock or other equity interests of such Subsidiary  and  (ii)
cause such Subsidiary to (A) guaranty the payment and performance of all of  the
Company's  Obligations  and  (B)  secure said guaranty  with  a  first  priority
perfected  security  interest  in and lien on all of  the  accounts,  inventory,
documents,  instruments, chattel paper, general intangibles,  goods,  machinery,
equipment, investment property, other tangible and intangible personal property,
real property and books and records of such Subsidiary and the proceeds thereof,
all  pursuant  to documentation (including, without limitation, an amendment  to
this  Agreement  if  requested  by  Lender) in  form  and  substance  reasonably
satisfactory to Lender.

      (q)  Landlord Consents.  The Company will obtain and deliver to Lender, on
or  before  May 12, 2002, landlord's consents and waivers of lien  in  form  and
substance  reasonably  satisfactory  to Lender  with  respect  to  each  of  the
locations listed on Exhibit A to the Company Security Agreement which is  leased
by  the  Company,  each of the locations listed on Exhibit A to the  LaBarge/STC
Security  Agreement  which  is  leased by LaBarge/STC,  Inc.  and  each  of  the
locations listed on Exhibit A to the LaBarge - OCS Security Agreement  which  is
leased by LaBarge - OCS, Inc., each duly executed by the applicable landlord.

      5.02  Negative Covenants of the Company.  Each of the Company and  LaBarge
Properties  covenants and agrees that, so long as Lender has any  obligation  to
make  any  Loan  and/or to issue any Letter of Credit under this Agreement,  any
Letter  of  Credit remains outstanding, any of the Company's Obligations  remain
unpaid  and/or any of the LaBarge Properties' Obligations remain unpaid,  unless
the prior written consent of Lender is obtained:

      (a)   Limitation on Indebtedness.  The Company will not, and it  will  not
cause  or  permit any Subsidiary to, incur or be obligated on any  Indebtedness,
either  directly  or indirectly, by way of Guarantee, suretyship  or  otherwise,
other than:

          (i)  the Company's Obligations;

           (ii)  unsecured  trade  accounts payable and  other  normal  accruals
     incurred in the ordinary course of business which are not more than  thirty
     (30)  days  past due (provided, however, that neither the Company  nor  any
     Subsidiary  shall  be  required to pay any such account  payable  or  other
     accrual  the  payment  of which is being contested in  good  faith  and  by
     appropriate  proceedings being diligently conducted and for which  adequate
     reserves  in  accordance  with GAAP have been  provided,  except  that  the
     Company  or such Subsidiary, as the case may be, shall pay or cause  to  be
     paid   all   such  accounts  payable  and  accruals  forthwith   upon   the
     commencement  of  proceedings to foreclose any Lien which  is  attached  as
     security  therefor, unless such foreclosure is stayed by the filing  of  an
     appropriate bond in a manner reasonably satisfactory to Lender);

           (iii)     Indebtedness existing as of the date of this Agreement  and
     listed  on  Schedule  4.10 attached hereto (without giving  effect  to  any
     changes to Schedule 4.10 made after the date of this Agreement);

          (iv) Subordinated Indebtedness;

           (v)   purchase money Indebtedness incurred solely to finance  Capital
     Expenditures;

          (vi) Capitalized Lease Obligations; and

           (vii)      other Indebtedness not otherwise permitted by this Section
     5.02(a)  in an amount not to exceed $25,000.00 in the aggregate at any  one
     time  outstanding for the Company and all of its Subsidiaries on a combined
     basis.

      (b)   Limitation on Liens.  The Company will not, and will  not  cause  or
permit  any Subsidiary to, create, incur or assume, or suffer to be incurred  or
to  exist,  any  Lien  on any of its Property, whether now  owned  or  hereafter
acquired, or upon any income or profits therefrom, except for Permitted Liens.

     (c)  Consolidation, Merger, Sale of Property, Etc.

           (i)   The  Company  will not, and it will not  cause  or  permit  any
     Subsidiary  to, directly or indirectly merge or consolidate  with  or  into
     any  other  Person  or permit any other Person to merge  into  or  with  or
     consolidate with it.

           (ii)  The  Company  will  not,  and will  not  cause  or  permit  any
     Subsidiary  to,  (A)  sell, assign, lease, transfer, abandon  or  otherwise
     dispose  of any of its Property (including, without limitation, any  shares
     of  capital  stock or other equity interests of a Subsidiary owned  by  the
     Company  or another Subsidiary) or (B) issue, sell or otherwise dispose  of
     any  shares  of capital stock or other equity interests of any  Subsidiary,
     except  for  (1)  sales  of Inventory in the ordinary  course  of  business
     (which  does  not  include  a transfer of Inventory  in  partial  or  total
     satisfaction  of any Indebtedness), (2) sales of fixed assets  (other  than
     real  estate) which are obsolete, worn-out or otherwise not used or useable
     in  the  ordinary  course  of its business, so long  as  the  net  proceeds
     thereof are used within ninety (90) days after the date of the sale  solely
     to  purchase replacement fixed assets or assets of comparable quality or to
     pay  or  prepay (y) in the case of asset sales by the Company, Debt secured
     by  any  Permitted Lien encumbering the assets being sold or the  Company's
     Obligations  and  (z) in the case of asset sales by a Subsidiary,  Debt  of
     such  Subsidiary  and  (3)  other sales of fixed assets  (other  than  real
     estate)  which  are  not  used or useable in the  ordinary  course  of  its
     business, so long as the gross sale proceeds from all such asset  sales  by
     the  Company  and  all  of its Subsidiaries on a combined  basis  does  not
     exceed $100,000.00 in the aggregate in any fiscal year of the Company.

      (d)   Sale and Leaseback Transactions.  The Company will not, and it  will
not  cause or permit any Subsidiary to, enter into any arrangement, directly  or
indirectly, whereby the Company or such Subsidiary shall in one or more  related
transactions  sell, transfer or otherwise dispose of any Property owned  by  the
Company or such Subsidiary to any Person and then rent or lease, as lessee, such
Property  or  any  part thereof for a period or periods which in  the  aggregate
would exceed twelve (12) months from the date of commencement of the lease term.

      (e)   Sale or Discount of Accounts. The Company will not, and it will  not
cause  or permit any Subsidiary to, sell or discount (other than prompt  payment
discounts  granted  in the ordinary course of business)  any  of  its  notes  or
accounts receivable or chattel paper.

      (f)   Transactions with Affiliates. The Company will not, and it will  not
cause  or  permit any Subsidiary to, enter into or be a party to any transaction
or  arrangement with any Affiliate (including, without limitation, the  purchase
from,  sale to or exchange of Property with, or the rendering of any service  by
or  for,  any Affiliate), except in the ordinary course of business and pursuant
to  the  reasonable requirements of the Company's or such Subsidiary's  business
and  upon  fair  and reasonable terms no less favorable to the Company  or  such
Subsidiary than would be obtained in a comparable arm's-length transaction  with
a Person not an Affiliate.

      (g)  Changes in Nature of Business. The Company will not, and it will  not
cause  or permit any Subsidiary to, engage in any business if, as a result,  the
general nature of the business which would then be engaged in by the Company and
its Subsidiaries, considered as a whole, would be substantially changed from the
general nature of the business engaged in by the Company and its Subsidiaries as
of the date of this Agreement.

      (h)   Fiscal Year.  The Company will not, and it will not cause or  permit
any Subsidiary to, change its fiscal year.

     (i)  Stock Redemptions and Distributions. The Company will not, and it will
not  cause or permit any Subsidiary to, declare or incur any liability  to  make
any  Distribution in respect of the capital stock or other equity  interests  of
the  Company  or the capital stock or other equity interests of such Subsidiary,
as  the case may be, provided, however, that  each wholly-owned Subsidiary shall
be permitted to declare and pay cash dividends on their respective capital stock
or other equity interests to the Company.

      (j)  Pension Plans.  The Company will not, and it will not cause or permit
any  Subsidiary  to,  (a) permit any condition to exist in connection  with  any
Pension   Plan  which  might  constitute  grounds  for  the  PBGC  to  institute
proceedings  to  have  such Pension Plan terminated or a  trustee  appointed  to
administer such Pension Plan or (b) engage in, or permit to exist or occur,  any
other  condition,  event or transaction with respect to any Pension  Plan  which
could  result  in  the incurrence by the Company, any Subsidiary  or  any  ERISA
Affiliate of any material liability, fine or penalty.

      (k)  Subordinated Indebtedness.  The Company will not make any payment  of
principal,  interest  or  other  amount  on  or  with  respect  to  any  of  its
Subordinated   Indebtedness  to  the  extent  prohibited  by  the  subordination
provisions  governing the same. The Company will not amend, modify or  otherwise
change  any agreement, document or instrument evidencing, securing, guaranteeing
the  payment  of  or otherwise relating to any of its Subordinated  Indebtedness
(including,  without  limitation,  any  of  the  Existing  Subordinated  Notes);
provided, however, that the Company may extend the maturity date of any  or  all
of the Existing Subordinated Notes upon notice to, but without the prior written
consent of, Lender.

      (l)   Restricted Investments; Acquisitions.  The Company will not, and  it
will  not  cause or permit any Subsidiary to, directly or indirectly,  make  any
Restricted Investments.  The Company will not, and it will not cause  or  permit
any Subsidiary to, directly or indirectly, make any Acquisitions.

      (m)   Subsidiaries.  The Company will not, and it will not cause or permit
any Subsidiary to, create, form or acquire any Subsidiary.

      (n)   Limitations on Restrictive Agreements. The Company will not, and  it
will not cause or permit any Subsidiary to, enter into, or permit to exist,  any
agreement  with any Person which prohibits or limits the ability of the  Company
or  such  Subsidiary,  as the case may be, to (a) pay dividends  or  make  other
distributions  or  prepay  any  Indebtedness owed  to  the  Company  and/or  any
Subsidiary, (b) make loans or advances to the Company and/or any Subsidiary, (c)
transfer any of its Properties to the Company and/or any Subsidiary (other  than
with respect to Property subject to Liens permitted by clauses (g) or (h) of the
definition of Permitted Liens) or (d) create, incur, assume or suffer  to  exist
any  Lien  upon any of its Property or revenues, whether now owned or  hereafter
acquired  (other  than with respect to Property subject to  Liens  permitted  by
clauses  (g)  or  (h) of the definition of Permitted Liens); provided  that  the
foregoing  shall  not  apply  to restrictions in effect  on  the  date  of  this
Agreement contained in agreements governing Debt outstanding on the date of this
Agreement  and listed on Schedule 5.02(o) attached hereto and, if such  Debt  is
renewed,  extended or refinanced, restrictions in the agreements  governing  the
renewed,  extended or refinanced Debt (and successive renewals,  extensions  and
refinancings  thereof)  if  such restrictions are no  more  restrictive  in  any
material respect than those contained in the agreements governing the Debt being
renewed, extended or refinanced.

      5.03  Use  of  Proceeds.  The Company covenants and agrees  that  (a)  the
proceeds  of  the  Revolving Credit Loans will be used solely  to  pay  off  the
existing  indebtedness  of  the Company to Bank of America,  N.A.  and  for  the
working  capital and general corporate purposes of the Company, (b) no  part  of
the  proceeds  of  any Revolving Credit Loan will be used in  violation  of  any
applicable  law,  rule  or regulation and (c) no part of  the  proceeds  of  any
Revolving Credit Loan will be used, whether directly or indirectly, and  whether
immediately, incidentally or ultimately (i) to purchase or carry margin stock or
to  extend  credit  to others for the purpose of purchasing or  carrying  margin
stock,  or to refund or repay indebtedness originally incurred for such  purpose
or  (ii)  for any purpose which entails a violation of, or which is inconsistent
with, the provisions of any of the Regulations of The Board of Governors of  the
Federal  Reserve System, including, without limitation, Regulations U,  T  or  X
thereof,  as  amended.  LaBarge Properties covenants and  agrees  that  (a)  the
proceeds  of  the  Term  Loan  will  be used solely  to  pay  off  the  existing
indebtedness  of  LaBarge  Properties to Bank  of  America,  N.A.  and  to  make
improvements to the real property covered by the Deed of Trust, (b) no  part  of
the  proceeds of the Term Loan will be used in violation of any applicable  law,
rule  or  regulation and (c) no part of the proceeds of the Term  Loan  will  be
used,  whether directly or indirectly, and whether immediately, incidentally  or
ultimately (i) to purchase or carry margin stock or to extend credit  to  others
for  the  purpose of purchasing or carrying margin stock, or to refund or  repay
indebtedness originally incurred for such purpose or (ii) for any purpose  which
entails a violation of, or which is inconsistent with, the provisions of any  of
the  Regulations  of  The  Board of Governors of  the  Federal  Reserve  System,
including, without limitation, Regulations U, T or X thereof, as amended.

SECTION 6.  EVENTS OF DEFAULT.

      If any of the following (each of the following herein sometimes called  an
"Event of Default") shall occur and be continuing:

      6.01 The Company shall fail to pay any of the Company's Obligations as and
when  the  same  shall  become due and payable, whether  by  reason  of  demand,
maturity, acceleration or otherwise;

      6.02  LaBarge Properties shall fail to pay any of the LaBarge  Properties'
Obligations as and when the same shall become due and payable, whether by reason
of demand, maturity, acceleration or otherwise;

     6.03 Any representation or warranty made by the Company, LaBarge Properties
and/or any other Obligor in this Agreement, in any other Transaction Document or
in  any  certificate, agreement, instrument or statement furnished  or  made  or
delivered  pursuant  hereto or thereto or in connection herewith  or  therewith,
shall  prove to have been untrue or incorrect in any material respect when  made
or effected;

     6.04 The Company and/or LaBarge Properties shall fail to perform or observe
any  term, covenant or provision contained in Section 2.01(b), Section  2.01(c),
Section  2.01(d),  Section  2.03(e), Section 5.01(a), Section  5.01(c),  Section
5.01(f),  Section  5.01(k), Section 5.01(l), Section 5.01(m),  Section  5.01(o),
Section 5.01(p), Section 5.01(q), Section 5.02 or Section 5.03;

      6.05  The  Company  and/or LaBarge Properties' shall fail  to  perform  or
observe any other term, covenant or provision contained in this Agreement (other
than  those specified in Sections 6.01, 6.02, 6.03 or 6.04 above) and  any  such
failure  shall  remain  unremedied for thirty (30) days  after  the  earlier  of
(a) written notice of default is given to the Company and LaBarge Properties  by
Lender  or  (b)  any officer of the Company and/or LaBarge Properties  obtaining
actual knowledge of such default;

     6.06 This Agreement or any other Transaction Document shall at any time for
any  reason cease to be in full force and effect or shall be declared to be null
and  void  by  a  court  of  competent  jurisdiction,  or  if  the  validity  or
enforceability  thereof  shall be contested or denied by  the  Company,  LaBarge
Properties and/or any other Obligor, or if the transactions completed  hereunder
or  thereunder shall be contested by the Company, LaBarge Properties and/or  any
other  Obligor  or if the Company, LaBarge Properties and/or any  other  Obligor
shall  deny  that  it  has  any  further liability or  obligation  hereunder  or
thereunder;

      6.07  The Company, LaBarge Properties, any other Obligor or any Subsidiary
shall  (a)  voluntarily  commence any proceeding or file  any  petition  seeking
relief  under Title 11 of the United States Code or any other Federal, state  or
foreign  bankruptcy,  insolvency,  receivership,  liquidation  or  similar  law,
(b)  consent  to  the  institution of, or fail to contravene  in  a  timely  and
appropriate  manner,  any such proceeding or the filing of  any  such  petition,
(c)  apply  for or consent to the appointment of a receiver, trustee, custodian,
sequestrator  or  similar  official of itself or of a substantial  part  of  its
Property,  (d) file an answer admitting the material allegations of  a  petition
filed  against itself in any such proceeding, (e) make a general assignment  for
the  benefit of creditors, (f) become unable, admit in writing its inability  or
fail generally to pay its debts as they become due or (g) take any corporate  or
other action for the purpose of effecting any of the foregoing;

      6.08  An  involuntary  proceeding shall be  commenced  or  an  involuntary
petition shall be filed in a court of competent jurisdiction seeking (a)  relief
in  respect  of  the  Company, LaBarge Properties,  any  other  Obligor  or  any
Subsidiary,  or  of a substantial part of the Property of the  Company,  LaBarge
Properties,  any other Obligor or any Subsidiary, under Title 11 of  the  United
States  Code  or  any  other Federal, state or foreign  bankruptcy,  insolvency,
receivership,  liquidation or similar law, (b) the appointment  of  a  receiver,
trustee,  custodian,  sequestrator or similar official of the  Company,  LaBarge
Properties, any other Obligor or any Subsidiary or of a substantial part of  the
Property of the Company, LaBarge Properties, any other Obligor or any Subsidiary
or  (c)  the  winding-up or liquidation of the Company, LaBarge Properties,  any
other  Obligor or any Subsidiary; and such proceeding or petition shall continue
undismissed for thirty (30) consecutive days or an order or decree approving  or
ordering  any of the foregoing shall continue unstayed and in effect for  thirty
(30) consecutive days;

      6.09  Any  Letter of Credit Application shall at any time for  any  reason
cease to be in full force and effect or shall be declared to be null and void by
a  court of competent jurisdiction, or if the validity or enforceability of  any
Letter of Credit Application shall be contested or denied by the Company, or  if
the Company shall deny that it has any further liability or obligation under any
Letter  of  Credit Application or if the Company shall fail to  comply  with  or
observe  any of the terms, provisions or conditions contained in any  Letter  of
Credit Application;

      6.10 The Company Guaranty shall at any time for any reason cease to be  in
full  force  and effect or shall be declared to be null and void by a  court  of
competent  jurisdiction,  or if the validity or enforceability  of  the  Company
Guaranty  shall be contested or denied by the Company, or if the  Company  shall
deny  that it has any further liability or obligation under the Company Guaranty
or  if  the  Company  shall fail to comply with or observe  any  of  the  terms,
provisions or conditions contained in the Company Guaranty;

      6.11 The Subsidiary Guaranty shall at any time for any reason cease to  be
in  full force and effect or shall be declared to be null and void by a court of
competent  jurisdiction, or if the validity or enforceability of the  Subsidiary
Guaranty  shall be contested or denied by any Guarantor Subsidiary,  or  if  any
Guarantor  Subsidiary shall deny that it has any further liability or obligation
under  the  Subsidiary  Guaranty or if any Guarantor Subsidiary  shall  fail  to
comply  with or observe any of the terms, provisions or conditions contained  in
the Subsidiary Guaranty;

      6.12  Any  "Event of Default" (as defined therein) shall  occur  under  or
within the meaning of the Company Security Agreement;

      6.13 The Company Patent, Trademark and License Security Agreement shall at
any  time  for  any  reason cease to be in full force and  effect  or  shall  be
declared  to be null and void by a court of competent jurisdiction,  or  if  the
validity or enforceability of the Company Patent, Trademark and License Security
Agreement  shall be contested or denied by the Company, or if the Company  shall
deny  that it has any further liability or obligation under the Company  Patent,
Trademark and License Security Agreement or if the Company shall fail to  comply
with  or  observe  any of the terms, provisions or conditions contained  in  the
Company Patent, Trademark and License Security Agreement;

      6.14  Any  "Event of Default" (as defined therein) shall  occur  under  or
within the meaning of the Stock Pledge Agreement;

      6.15  Any  "Event of Default" (as defined therein) shall  occur  under  or
within the meaning of the Deed of Trust;

      6.16  Any  "Event of Default" (as defined therein) shall  occur  under  or
within the meaning of the LaBarge Wireless Security Agreement;

      6.17 The LaBarge Wireless Patent, Trademark and License Security Agreement
shall  at any time for any reason cease to be in full force and effect or  shall
be  declared to be null and void by a court of competent jurisdiction, or if the
validity or enforceability of the LaBarge Wireless Patent, Trademark and License
Security Agreement shall be contested or denied by LaBarge Wireless, Inc., or if
LaBarge  Wireless,  Inc.  shall  deny that  it  has  any  further  liability  or
obligation  under  the LaBarge Wireless Patent, Trademark and  License  Security
Agreement or if LaBarge Wireless, Inc. shall fail to comply with or observe  any
of the terms, provisions or conditions contained in the LaBarge Wireless Patent,
Trademark and License Security Agreement;

      6.18  Any  "Event of Default" (as defined therein) shall  occur  under  or
within the meaning of the LaBarge/STC Security Agreement;

     6.19 The LaBarge/STC Patent, Trademark and License Security Agreement shall
at  any  time  for any reason cease to be in full force and effect or  shall  be
declared  to be null and void by a court of competent jurisdiction,  or  if  the
validity  or  enforceability of the LaBarge/STC Patent,  Trademark  and  License
Security  Agreement  shall be contested or denied by LaBarge/STC,  Inc.,  or  if
LaBarge/STC,  Inc.  shall deny that it has any further liability  or  obligation
under  the  LaBarge/STC Patent, Trademark and License Security Agreement  or  if
LaBarge/STC,  Inc.  shall  fail to comply with or  observe  any  of  the  terms,
provisions  or  conditions contained in the LaBarge/STC  Patent,  Trademark  and
License Security Agreement;

      6.20  Any  "Event of Default" (as defined therein) shall  occur  under  or
within the meaning of the LaBarge - OCS Security Agreement;

      6.21  The  LaBarge - OCS Patent, Trademark and License Security  Agreement
shall  at any time for any reason cease to be in full force and effect or  shall
be  declared to be null and void by a court of competent jurisdiction, or if the
validity  or  enforceability of the LaBarge - OCS Patent, Trademark and  License
Security  Agreement shall be contested or denied by LaBarge - OCS, Inc.,  or  if
LaBarge  -  OCS, Inc. shall deny that it has any further liability or obligation
under  the LaBarge - OCS Patent, Trademark and License Security Agreement or  if
LaBarge  -  OCS,  Inc. shall fail to comply with or observe any  of  the  terms,
provisions  or  conditions contained in the LaBarge - OCS Patent, Trademark  and
License Security Agreement;

     6.22 Any of the Swap Documents shall at any time for any reason cease to be
in  full force and effect or shall be declared to be null and void by a court of
competent jurisdiction, or if the validity or enforceability of any of the  Swap
Documents  shall  be contested or denied by LaBarge Properties,  or  if  LaBarge
Properties shall deny that it has any further liability or obligation under  any
of  the  Swap  Documents or if LaBarge Properties shall fail to comply  with  or
observe any of the terms, provisions or conditions contained in any of the  Swap
Documents;

      6.23  The Company, LaBarge Properties, any other Obligor or any Subsidiary
shall  be  declared by Lender to be in default on, or pursuant to the terms  of,
(a) any other present or future obligation to, or agreement with or in favor of,
Lender, including, without limitation, any other loan, line of credit, revolving
credit,  guaranty or letter of credit reimbursement obligation or (b) any  other
present or future agreement, document or instrument purporting to grant Lender a
Lien upon any Property of the Company, LaBarge Properties, such other Obligor or
such Subsidiary, as the case may be, and any such default shall not be cured  or
waived in writing within any applicable cure or grace period (if any);

      6.24 The occurrence of any default or event of default under or within the
meaning   of  any  agreement,  document  or  instrument  evidencing,   securing,
guaranteeing  the payment of or otherwise relating to any Debt of  the  Company,
LaBarge  Properties,  any  other  Obligor or  any  Subsidiary  (other  than  the
Company's  Obligations  and  the  LaBarge  Properties'  Obligations)  having  an
aggregate  outstanding principal balance in excess of $25,000.00  which  is  not
cured or waived in writing within any applicable cure or grace period (if any);

      6.25 The occurrence of any default or event of default under or within the
meaning  of any agreement providing the Company, LaBarge Properties,  any  other
Obligor  or  any Subsidiary with any interest rate swap, interest  rate  cap  or
other interest rate hedge;

      6.26  The Company, LaBarge Properties, any other Obligor or any Subsidiary
shall  have a judgment entered against it by a court having jurisdiction in  the
premises and such judgment shall not be appealed in good faith (and execution of
such  judgment  stayed during such appeal) or satisfied by the Company,  LaBarge
Properties,  such other Obligor or such Subsidiary, as the case may  be,  within
thirty (30) days after the entry of such judgment;

     6.27 The occurrence of a Reportable Event with respect to any Pension Plan;
the filing of a notice of intent to terminate a Pension Plan by the Company, any
ERISA Affiliate or any Subsidiary; the institution of proceedings to terminate a
Pension  Plan  by the PBGC or any other Person; the withdrawal  in  a  "complete
withdrawal"  or  a "partial withdrawal" as defined in Sections  4203  and  4205,
respectively,  of  ERISA by the Company, any ERISA Affiliate or  any  Subsidiary
from any Multi-Employer Plan; or the incurrence of any material increase in  the
contingent  liability  of  the Company or any Subsidiary  with  respect  to  any
"employee welfare benefit plan" as defined in Section 3(1) of ERISA which covers
retired employees and their beneficiaries;

      6.28 The institution by the Company, any ERISA Affiliate or any Subsidiary
of  steps  to  terminate  any  Pension Plan if,  in  order  to  effectuate  such
termination, the Company, such ERISA Affiliate or such Subsidiary, as  the  case
may  be, would be required to make a contribution to such Pension Plan, or would
incur  a  liability or obligation to such Pension Plan, in excess of $25,000.00;
or the institution by the PBGC of steps to terminate any Pension Plan; or

     6.29 The occurrence of any Change of Control Event;

      THEN,  and  in each such event (other than an event described in  Sections
6.07 or 6.08), Lender may declare that its obligation to make Loans and to issue
Letters of Credit under this Agreement has terminated, whereupon such obligation
of  Lender shall be immediately and forthwith terminated, and Lender may further
declare  the entire outstanding principal balance of and all accrued and  unpaid
interest  on the Notes, all of the other Company's Obligations and  all  of  the
other LaBarge Properties' Obligations to be forthwith due and payable, whereupon
all  of  the unpaid principal balance of and all accrued and unpaid interest  on
the Notes, all of such other Company's Obligations and all of such other LaBarge
Properties' Obligations shall become and be immediately due and payable, without
presentment,  demand, protest or further notice of any kind, all  of  which  are
hereby  expressly waived by the Company and LaBarge Properties, and  Lender  may
exercise any and all other rights and remedies which it may have under any other
Transaction  Document or at law or in equity; provided, however, that  upon  the
occurrence  of any event described in Sections 6.07 or 6.08, Lender's obligation
to  make  Loans  and  to  issue  Letters of Credit under  this  Agreement  shall
automatically terminate and the entire outstanding principal balance of and  all
accrued and unpaid interest on the Notes, all of the other Company's Obligations
and  all of the other LaBarge Properties' Obligation shall automatically  become
immediately  due  and payable, without presentment, demand, protest  or  further
notice of any kind, all of which are hereby expressly waived by the Company  and
LaBarge  Properties,  and  Lender may exercise any  and  all  other  rights  and
remedies which it may have under any other Transaction Document or at law or  in
equity.  If any Event of Default has occurred and is continuing, in addition  to
all  of  Lender's other rights and remedies under this Agreement and  the  other
Transaction Documents and at law or in equity, Lender shall have the  right,  in
its  sole  and  absolute discretion, to (a) reduce the amount  of  the  Lender's
Revolving  Credit  Commitment,  (b) create reserves  and/or  allowances  against
Unused  Availability,  Eligible Accounts and/or Eligible  Inventory  and/or  (c)
reduce the advance rates against Eligible Accounts and/or Eligible Inventory set
forth in the definition of the Borrowing Base.

SECTION 7.  GENERAL.

      7.01  No  Waiver.  No failure or delay by Lender in exercising any  right,
remedy,  power or privilege under this Agreement or under any other  Transaction
Document  shall  operate as a waiver thereof; nor shall any  single  or  partial
exercise  thereof preclude any other or further exercise thereof or the exercise
of  any  other  right,  remedy, power or privilege.   The  rights  and  remedies
provided in this Agreement and in the other Transaction Documents are cumulative
and  not  exclusive  of  any rights and/or remedies provided  by  law.   Nothing
contained  in  this  Agreement shall in any way affect the right  of  Lender  to
exercise any statutory or common law right of banker's lien or set-off.

      7.02 Right of Set-Off.  Upon the occurrence and during the continuance  of
any  Event of Default, Lender is hereby authorized at any time and from time  to
time, without notice to the Company or LaBarge Properties (any such notice being
expressly  waived  by the Company and LaBarge Properties)  and  to  the  fullest
extent  permitted by law, to set-off and apply any and all deposits (general  or
special,  time or demand, provisional or final) at any time held by  Lender  and
any  and all other indebtedness at any time owing by Lender to or for the credit
or  account of the Company and/or LaBarge Properties against any and all of  (a)
in  the  case of the Company, the Company's Obligations and (b) in the  case  of
LaBarge Properties, the LaBarge Properties' Obligations, irrespective of whether
or not Lender shall have made any demand under this Agreement or under any other
Transaction  Document  and  although  such  obligations  may  be  contingent  or
unmatured.   Lender agrees to promptly notify the Company or LaBarge Properties,
as  the  case  may  be, after any such set-off and application made  by  Lender,
provided,  however, that the failure to give such notice shall  not  affect  the
validity  of  such  set-off and application.  The rights of  Lender  under  this
Section  7.02  are  in  addition to any other rights  and  remedies  (including,
without  limitation, other rights of set-off) which Lender  may  have.   Nothing
contained  in this Agreement or any other Transaction Document shall (a)  impair
the right of Lender to exercise any right of set-off or counterclaim it may have
against  the  Company and to apply the amount subject to such  exercise  to  the
payment of indebtedness of the Company unrelated to this Agreement or the  other
Transaction Documents or (b) impair the right of Lender to exercise any right of
set-off or counterclaim it may have against LaBarge Properties and to apply  the
amount  subject  to  such  exercise to the payment of  indebtedness  of  LaBarge
Properties unrelated to this Agreement or the other Transaction Documents.

      7.03 Cost and Expenses.  The Company and LaBarge Properties hereby jointly
and severally agree, whether or not any Loan is made under this Agreement and/or
any  Letter of Credit is issued under this Agreement, to pay Lender upon  demand
for  (a)  all  out-of-pocket  costs and expenses (other  than  Attorneys'  Fees)
incurred   by   Lender  in  connection  with  the  preparation,   documentation,
negotiation  and/or  execution  of  this Agreement  and  the  other  Transaction
Documents,  (b) all recording, filing and search fees and expenses  incurred  by
Lender  in  connection with this Agreement and the other Transaction  Documents,
(c)  all  out-of-pocket costs and expenses and all Attorneys' Fees  incurred  by
Lender  in  connection with the (i) the preparation, documentation,  negotiation
and  execution of any amendment, modification, extension, renewal or restatement
of this Agreement and/or any other Transaction Document, (ii) the preparation of
any  waiver  or consent under this Agreement and/or under any other  Transaction
Document  or (iii) any Default or Event of Default, (d) if an Event  of  Default
occurs, all out-of-pocket costs and expenses and all Attorneys' Fees incurred by
Lender  in  connection  with  such Event of Default  and  collection  and  other
enforcement  proceedings resulting therefrom and (e) all other  Attorneys'  Fees
incurred  by  Lender  relating to or arising out of or in connection  with  this
Agreement  and/or  any  other Transaction Document.   The  Company  and  LaBarge
Properties  further jointly and severally agree to pay or reimburse  Lender  for
any  stamp  or  other taxes which may be payable with respect to the  execution,
delivery, recording and/or filing of this Agreement and/or any other Transaction
Document.   All  of the obligations of the Company and LaBarge Properties  under
this  Section  7.03 shall survive the satisfaction and payment of the  Company's
Obligations and the LaBarge Properties' Obligations and the termination of  this
Agreement.

      7.04  Environmental Indemnity.  The Company and LaBarge Properties  hereby
jointly  and  severally  agree to defend and indemnify Lender  and  hold  Lender
harmless  from  and against any and all losses, liabilities, damages,  injuries,
claims,  costs and expenses of any and every kind whatsoever (including, without
limitation,  court costs and reasonable attorneys' fees and expenses)  which  at
any  time or from time to time may be paid, incurred or suffered by, or asserted
against,  Lender for, with respect to or as a direct or indirect result  of  the
violation  by the Company or any Subsidiary of any Environmental Laws;  or  with
respect  to, or as a direct or indirect result of the presence on or  under,  or
the Release from, properties owned, leased or operated by the Company and/or any
Subsidiary in the conduct of their respective businesses into or upon any  land,
the  atmosphere or any watercourse, body of water or wetland, of  any  Hazardous
Substances  or  any other hazardous or toxic waste, substance or constituent  or
other   substance  (including,  without  limitation,  any  losses,  liabilities,
damages,  injuries,  costs, expenses or claims asserted  or  arising  under  the
Environmental  Laws); and the provisions of and undertakings and indemnification
set  out in this Section 7.04 shall survive the satisfaction and payment of  the
Company's   Obligations  and  the  LaBarge  Properties'  Obligations   and   the
termination of this Agreement.

     7.05 General Indemnity.  In addition to the payment of expenses pursuant to
Section  7.03,  whether  or not the transactions contemplated  hereby  shall  be
consummated,  the  Company and LaBarge Properties hereby jointly  and  severally
agree  to defend, indemnify, pay and hold Lender and any holder(s) of the Notes,
and the officers, directors, employees, agents and affiliates of Lender and such
holder(s)  (collectively, the "Indemnitees") harmless from and against  any  and
all   other  liabilities,  obligations,  losses,  damages,  penalties,  actions,
judgments,  suits,  claims, costs, expenses and disbursements  of  any  kind  or
nature  whatsoever  (including,  without limitation,  the  reasonable  fees  and
disbursements   of  counsel  for  such  Indemnitees  in  connection   with   any
investigative,  administrative or judicial proceeding commenced  or  threatened,
whether  or not such Indemnitees shall be designated a party thereto), that  may
be  imposed  on, incurred by or asserted against the Indemnitees, in any  manner
relating  to  or  arising out of this Agreement, any other Transaction  Document
and/or  any other agreement, document or instrument heretofore, now or hereafter
executed  and  delivered  by the Company, LaBarge Properties  and/or  any  other
Obligor  in  connection herewith or therewith, the statements contained  in  any
commitment letters delivered by Lender, Lender's agreement to make Loans  and/or
issue  Letters of Credit under this Agreement or the use or intended use of  the
proceeds  of  any  Loan  or  of  any  Letter  of  Credit  under  this  Agreement
(collectively, the "indemnified liabilities"); provided that neither the Company
nor LaBarge Properties shall have any obligation to an Indemnitee hereunder with
respect  to indemnified liabilities arising from the gross negligence or willful
misconduct of that Indemnitee as determined by a court of competent jurisdiction
in  a  final  nonappealable  order.   To the  extent  that  the  undertaking  to
indemnify,  pay  and hold harmless set forth in the preceding  sentence  may  be
unenforceable because it is violative of any law or public policy,  the  Company
and LaBarge Properties shall contribute the maximum portion that it is permitted
to  pay and satisfy under applicable law to the payment and satisfaction of  all
indemnified  liabilities  incurred by the  Indemnitees  or  any  of  them.   The
provisions of the undertakings and indemnification set out in this Section  7.05
shall  survive  satisfaction and payment of the Company's  Obligations  and  the
LaBarge Properties' Obligations and the termination of this Agreement.

      7.06 Authority to Act.  Lender shall be entitled to act on any notices and
instructions  (telephonic or written) believed by Lender in good faith  to  have
been  sent or delivered by any person authorized to act on behalf of the Company
pursuant  hereto, regardless of whether such notice or instruction was  in  fact
delivered  by  a  person authorized to act on behalf of  the  Company,  and  the
Company  hereby  agrees to defend and indemnify Lender and hold Lender  harmless
from  and  against any and all losses, costs and expenses, if any, ensuing  from
any such action. Lender shall be entitled to act on any notices and instructions
(telephonic  or written) believed by Lender in good faith to have been  sent  or
delivered  by  any  person  authorized to act on behalf  of  LaBarge  Properties
pursuant  hereto, regardless of whether such notice or instruction was  in  fact
delivered  by  a  person authorized to act on behalf of LaBarge Properties,  and
LaBarge Properties hereby agrees to defend and indemnify Lender and hold  Lender
harmless  from  and  against any and all losses, costs  and  expenses,  if  any,
ensuing from any such action.

     7.07 Notices. Except as otherwise specifically set forth in this Agreement,
each notice, request, demand, consent, confirmation or other communication under
this  Agreement shall be in writing and delivered in person or sent by telecopy,
recognized  overnight  courier or registered or certified mail,  return  receipt
requested  and  postage  prepaid, to the applicable  party  at  its  address  or
telecopy number set forth on the signature page(s) of this Agreement, or at such
other  address  or  telecopy number as any party hereto  may  designate  as  its
address  for  communications under this Agreement  by  notice  so  given.   Such
notices  shall  be  deemed effective on the day on which delivered  or  sent  if
delivered in person or sent by telecopy (with answerback confirmation received),
on  the  first  (1st)  Business Day after the day on  which  sent,  if  sent  by
recognized overnight courier or on the third (3rd) Business Day after the day on
which  mailed, if sent by registered or certified mail, except that  notices  to
Lender under Section 2 shall not be effective unless and until actually received
by Lender.

     7.08 Consent to Jurisdiction; Waiver of Jury Trial. EACH OF THE COMPANY AND
LABARGE   PROPERTIES  HEREBY  IRREVOCABLY  (A)  SUBMITS  TO  THE   NON-EXCLUSIVE
JURISDICTION  OF ANY MISSOURI STATE COURT SITTING IN THE CITY OR COUNTY  OF  ST.
LOUIS,  MISSOURI OR ANY UNITED STATES OF AMERICA COURT SITTING  IN  THE  EASTERN
DISTRICT OF MISSOURI, EASTERN DIVISION, AS LENDER MAY ELECT, IN ANY SUIT, ACTION
OR  PROCEEDING  ARISING  OUT  OF OR RELATING TO  THIS  AGREEMENT  OR  ANY  OTHER
TRANSACTION DOCUMENT, (B) AGREES THAT ALL CLAIMS IN RESPECT TO SUCH SUIT, ACTION
OR  PROCEEDING MAY BE HELD AND DETERMINED IN ANY OF SUCH COURTS, (C) WAIVES,  TO
THE  FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THE COMPANY OR LABARGE
PROPERTIES  MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY  SUCH  SUIT,
ACTION  OR PROCEEDING BROUGHT IN ANY SUCH COURT, (D) WAIVES ANY CLAIM THAT  SUCH
SUIT,  ACTION  OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN  BROUGHT  IN  AN
INCONVENIENT FORUM AND (E) WAIVES ALL RIGHTS OF ANY OTHER JURISDICTION WHICH THE
COMPANY OR LABARGE PROPERTIES MAY NOW OR HEREAFTER HAVE BY REASON OF ITS PRESENT
OR SUBSEQUENT DOMICILES.  EACH OF THE COMPANY AND LABARGE PROPERTIES  AUTHORIZES
THE  SERVICE  OF  PROCESS UPON IT BY REGISTERED MAIL SENT TO IT AT  ITS  ADDRESS
REFERENCED  IN SECTION 7.07.  THE COMPANY, LABARGE PROPERTIES AND LENDER  HEREBY
IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION IN WHICH
THE  COMPANY  AND  LENDER  ARE PARTIES RELATING TO  OR  ARISING  OUT  OF  OR  IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS.

      7.09 Governing Law.  This Agreement shall be governed by and construed  in
accordance with the substantive laws of the State of Missouri (without reference
to conflict of law principles).

      7.10  Amendments  and  Waivers.  Any provision of this  Agreement  may  be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed by the Company, LaBarge Properties and Lender. Any Event of Default under
this  Agreement  may  be waived by Lender if, but only if,  such  waiver  is  in
writing and is signed by Lender.

      7.11  References;  Headings for Convenience.  Unless  otherwise  specified
herein,  all  references herein to Section numbers refer to Section  numbers  of
this  Agreement, all references herein to Exhibits "A", "B", "C", "D", "E", "F",
"G"  and "H" refer to annexed Exhibits "A", "B", "C", "D", "E", "F", "G" and "H"
which  are hereby incorporated herein by reference and all references herein  to
Schedules 2.04, 4.05, 4.06, 4.08, 4.10, 4.12, 4.16, 4.17, 4.18, 4.23 and 5.02(o)
refer to annexed Schedules 2.04, 4.05, 4.06, 4.08, 4.10, 4.12, 4.16, 4.17, 4.18,
4.23 and 5.02(o) which are hereby incorporated herein by reference.  The Section
headings  are  furnished for the convenience of the parties and are  not  to  be
considered in the construction or interpretation of this Agreement.

      7.12  Successors and Assigns.  The provisions of this Agreement  shall  be
binding  upon  and inure to the benefit of the Company, LaBarge  Properties  and
Lender  and  their  respective successors and assigns, except that  neither  the
Company  nor  LaBarge  Properties may assign or otherwise transfer  any  of  its
rights or delegate any of its obligations under this Agreement.

      7.13  NO ORAL AGREEMENTS; ENTIRE AGREEMENT. ORAL AGREEMENTS OR COMMITMENTS
TO  LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A  DEBT,
INCLUDING  PROMISES  TO  EXTEND OR RENEW SUCH DEBT,  ARE  NOT  ENFORCEABLE.   TO
PROTECT  THE  COMPANY,  LABARGE PROPERTIES AND LENDER FROM  MISUNDERSTANDING  OR
DISAPPOINTMENT,  ANY AGREEMENTS REACHED BY THE COMPANY, LABARGE  PROPERTIES  AND
LENDER  COVERING  SUCH  MATTERS ARE CONTAINED IN THIS AGREEMENT  AND  THE  OTHER
TRANSACTION  DOCUMENTS, WHICH AGREEMENT AND OTHER TRANSACTION  DOCUMENTS  ARE  A
COMPLETE  AND  EXCLUSIVE STATEMENT OF THE AGREEMENTS AMONG THE COMPANY,  LABARGE
PROPERTIES AND LENDER, EXCEPT AS THE COMPANY, LABARGE PROPERTIES AND LENDER  MAY
LATER  AGREE  IN  WRITING TO MODIFY THEM.  This Agreement  embodies  the  entire
agreement and understanding between the parties hereto and supersedes all  prior
agreements  and understandings (oral or written) relating to the subject  matter
hereof.

      7.14  Severability.   In  the event any one  or  more  of  the  provisions
contained in this Agreement should be invalid, illegal or unenforceable  in  any
respect,  the validity, legality and enforceability of the remaining  provisions
contained herein shall not in any way be affected or impaired thereby.

      7.15  Counterparts.   This  Agreement may be executed  in  any  number  of
counterparts (including telecopy counterparts), each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

      7.16 Resurrection of the Company's Obligations.  To the extent that Lender
receives  any  payment on account of any of the Company's Obligations,  and  any
such payment(s) or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside, subordinated and/or required to be repaid
to  a  trustee, receiver or any other Person under any bankruptcy act, state  or
Federal  law,  common  law  or equitable cause, then,  to  the  extent  of  such
payment(s)  received, the Company's Obligations or part thereof intended  to  be
satisfied  and  any  and all Liens upon or pertaining to  any  Property  of  the
Company  and/or  any  other Obligor and theretofore created and/or  existing  in
favor of Lender as security for the payment of such Company's Obligations and/or
any Guarantee thereof shall be revived and continue in full force and effect, as
if such payment(s) had not been received by Lender and applied on account of the
Company's Obligations.

      7.17  Resurrection of the LaBarge Properties' Obligations.  To the  extent
that  Lender  receives any payment on account of any of the LaBarge  Properties'
Obligations,  and  any  such  payment(s) or any part  thereof  are  subsequently
invalidated,  declared to be fraudulent or preferential, set aside, subordinated
and/or  required to be repaid to a trustee, receiver or any other  Person  under
any  bankruptcy act, state or Federal law, common law or equitable cause,  then,
to  the  extent of such payment(s) received, the LaBarge Properties' Obligations
or  part  thereof  intended  to be satisfied and  any  and  all  Liens  upon  or
pertaining  to any Property of LaBarge Properties and/or any other  Obligor  and
theretofore  created  and/or existing in favor of Lender  as  security  for  the
payment of such LaBarge Properties' Obligations shall be revived and continue in
full force and effect, as if such payment(s) had not been received by Lender and
applied on account of the LaBarge Properties Obligations.

      7.18  Independence of Covenants.  All of the covenants contained  in  this
Agreement and the other Transaction Documents shall be given independent  effect
so  that if a particular action, event or condition is prohibited by any one  of
such  covenants,  the  fact that it would be permitted by an  exception  to,  or
otherwise be in compliance within the provisions of, another covenant shall  not
avoid  the occurrence of a Default or Event of Default if such action is  taken,
such event occurs or such condition exists.

      IN  WITNESS  WHEREOF,  the  Company, LaBarge Properties  and  Lender  have
executed this Loan Agreement as of the 12th day of March 2002.

                              LABARGE, INC.


                              By   s/Donald H. Nonnenkamp
                              Title:    Vice President & CFO

                              Address:

                              9900A Clayton Road
                              St. Louis, Missouri 63178
                              Attention: Chief Financial Officer

                              Telecopy No.: (314) 812-9438


                              LABARGE PROPERTIES, INC.


                              By   s/Donald H. Nonnenkamp
                              Title:    Vice President

                              Address:

                              9900A Clayton Road
                              St. Louis, Missouri 63178
                              Attention: Chief Financial Officer

                              Telecopy No.: (314) 812-9438


                              U.S. BANK NATIONAL ASSOCIATION


                              By   s/Thomas S. Sherman
                              Title:    Vice President

                              Address:

                              721 Locust Street
                              First Floor, Bank Lobby
                              St. Louis, Missouri 63101
                              Attention: Commercial Lending Department

                              Telecopy No.: (314) 418-8090
                                  SCHEDULE 2.04


                     Authorized Individuals of LaBarge, Inc.

                                Craig E. LaBarge
                              Donald H. Nonnenkamp



               Authorized Individuals of LaBarge Properties, Inc.

                                Craig E. LaBarge
                              Donald H. Nonnenkamp


                                  SCHEDULE 4.05

                                   Litigation

                                      NONE
                                  SCHEDULE 4.06

                            Pension and Welfare Plans

The Management Retirement Savings Plan of LaBarge, Inc., a deferred compensation
plan  for a select group of management and highly-compensated employees, is  not
qualified under Section 401 of the Internal Revenue Code.
                                  SCHEDULE 4.08

                                  Subsidiaries

                                                       Issued and
                                Class               Authorized   Outstanding

     LaBarge/STC, Inc.             Common         30,000              100
     LaBarge Properties, Inc.      Common         30,000              100
     LaBarge Wireless, Inc.        Common         30,000              100
     LaBarge - OCS, Inc.           Common           1,600,000         1,220,000

     All of the foregoing are wholly-owned subsidiaries of LaBarge, Inc.

                                  SCHEDULE 4.10

                  Other Debt, Guarantees and Capitalized Leases


                                 [See Attached]
                                  SCHEDULE 4.12

                                 Existing Liens

                                      NONE
                                  SCHEDULE 4.16

                  Patents, Trademarks, Copyrights and Licenses

                                 Patents Pending

Serial/Patent No.             Description

09/329,428          MIN Reuse and Auto Commissioning
09/347,168          Use of Control and SMS Transport for Periodic
                 High Volume Data Sessions
09/769,537     Web Based Vehicle Tracking and User
                 On-Board Status System
09/769,567     Web Based Vehicle Tracking System with
                 Assist Button
09/769,566     Web Based Vehicle Travel Messaging System
09/744,170     Web Based Vehicle Information System
2366273        Methods and Apparatus for Light Outage
                 Detection (Canadian Filing)
2343688        Methods and Apparatus for Light Outage
                 Detection (Canadian Filing)
60/300,348     Pipe-to-Soil Testing Apparatus and Methods
                 (Provisional, to be formally filed 3/2002)
09/658,755     Fuel System
9-335204       Method of and System for Communication
                 Between Points Along a Fluid Flow (Japan)
PCT/US00/24678 Fuel System (PCT)

                                 Patents Issued

Serial/Patent No.             Description

6222446        Light Performance Monitoring Device
6340139        Highway Grade Crossing Vehicle Violation
                 Detector
09/800,808     Methods and Apparatus for Light Outage
                 Detection
5790369        Power Transfer Device for a Utilities
                 Distribution Pedestal
5991602        Method of and System for Communication
                 Between Points Along a Fluid Flow
DES 391,233    Utilities Distribution Pedestal
DES 399,204    Weatherproof Radio Enclosure


                                   Trademarks

Reg. No.                 Serial No.               Description

0916585                  75396299            LaBarge, Inc. (stylized)

                         72308416            LaBarge

0925365                  72366531            LBI (stylized)


                                  Service Marks

Reg. No.                 Serial No.               Description

2470628                  75979963            LaBarge, Inc.


                                  SCHEDULE 4.17

                   Environmental and Health and Safety Matters

                                      NONE

                                  SCHEDULE 4.18

                              Existing Investments

  * 640,008 Common Shares of Norwood Abbey, Ltd. Held by LaBarge, Inc.

  * 1 Common Share of Archway Insurance, Ltd. Held by LaBarge, Inc.

  * $600,000 demand loan from LaBarge, Inc. to Pierre LaBarge Jr.

                                SCHEDULE 5.02(o)

                             Restrictive Agreements

                                      NONE
                                    EXHIBIT A

                           Borrowing Base Certificate

     This Borrowing Base Certificate is delivered pursuant to Section 2.01(b) of
that  certain  Loan Agreement dated as of March 12, 2002, by and among  LaBarge,
Inc.,  a  Delaware  corporation (the "Company"),  LaBarge  Properties,  Inc.,  a
Missouri  corporation ("LaBarge Properties"), and U.S. Bank National Association
("Lender"),  as  the same may from time to time be amended, modified,  extended,
renewed or restated (the "Loan Agreement").  All capitalized terms used and  not
otherwise defined herein shall have the respective meanings ascribed to them  in
the Loan Agreement.

      The  Company  hereby represents and warrants to Lender that the  following
information is true, correct and complete as of        , 20          :

1.   Total Accounts of the Company                               $

2.   Ineligible Accounts of the Company:

     (a)  Over 90 Days from Invoice Date          $
     (b)  25% Cross-Aging                         $
     (c)  Affiliate Accounts                      $
     (d)  Foreign Accounts                        $
     (e)  Government Accounts                     $
     (f)  Contra Accounts (Net)                   $
     (g)  Other                                   $
     (h)  Total Ineligible Accounts [Sum of Items 2(a) through
          2(g)]                                   $

3.   Eligible Accounts of the Company [Sum of Item 1 minus Item 2(h)]
$

4.   80% of face amount of Eligible Accounts of the Company                $

5.   Total Accounts of LaBarge/STC, Inc.                                   $

6.   Ineligible Accounts of LaBarge/STC, Inc.:

     (a)  Over 90 Days from Invoice Date          $
     (b)  25% Cross-Aging                         $
     (c)  Affiliate Accounts                      $
     (d)  Foreign Accounts                        $
     (e)  Government Accounts                     $
     (f)  Contra Accounts (Net)                   $
     (g)  Other                                   $
     (h)  Total Ineligible Accounts [Sum of Items 6(a) through
          6(g)]                                   $

7.   Eligible Accounts of LaBarge/STC, Inc. [Sum of Item 4 minus
     Item 6(h)]                                             $

8.   80% of face amount of Eligible Accounts of LaBarge/STC, Inc.
$

9.   Total Inventory of the Company, valued at the lower of cost or
     market in accordance with GAAP                                   $

10.  Ineligible Inventory of the Company, valued at the lower of
     cost or market in accordance with GAAP
     (a)  Obsolete Inventory                      $
     (b)  Other                                   $
     (c)  Total Ineligible Inventory [Sum of Items 10(a) and 10(b)]   $

11.  Eligible Inventory of the Company [Item 9 minus Item 10(c)]           $

12.  40% of Eligible Inventory of the Company, valued at the lower of
     cost or market in accordance with GAAP                 $

13.  Total Inventory of LaBarge/STC, Inc., valued at the lower of cost or
     market in accordance with GAAP                                   $

14.  Ineligible Inventory of LaBarge/STC, Inc., valued at the lower of
     cost or market in accordance with GAAP
     (a)  Obsolete Inventory                      $
     (b)  Other                                   $
     (c)  Total Ineligible Inventory [Sum of Items 14(a) and 14(b)]   $

15.  Eligible Inventory of LaBarge/STC, Inc. [Item 13 minus Item 14(c)]
$

16   40% of Eligible Inventory of LaBarge/STC, Inc., valued at the
     lower of cost or market in accordance with GAAP                  $

17.  Borrowing Base [Sum of (a) Item 4 plus (b) Item 8 plus (c) the
     lesser of (i) the sum of Item 12 plus Item 16 or (ii) $10,500,000.00]
$

18.  Amount of Lender's Revolving Credit Commitment                        $

19.  Borrower's Maximum Revolving Credit Availability
     [Lesser of Item 17 or Item 18]                                   $

20.  Aggregate principal amount of outstanding Revolving Credit Loans      $

21.  Aggregate undrawn face amount of outstanding Letters of
        Credit   plus   all   unreimbursed   drawings   with   respect   thereto
$

22.  Unused Availability [Item 19 minus Item 20 minus Item 21]
     [Negative amount requires mandatory repayment]                        $

      If  Item  22  above  is negative, this Certificate is accompanied  by  the
mandatory repayment required by Section 2.01(c) of the Loan Agreement.

      This  Borrowing  Base Certificate is dated as  of  the             day  of
_______________, 20           .

                              LABARGE, INC.


                              By
                              Title:

                                    EXHIBIT B

                              REVOLVING CREDIT NOTE

$15,000,000.00                                     St. Louis, Missouri
                                                        March 12, 2002

      FOR  VALUE  RECEIVED, on the last day of the Revolving Credit Period,  the
undersigned,  LABARGE,  INC.,  a Delaware corporation  ("the  Company"),  hereby
promises  to pay to the order of U.S. BANK NATIONAL ASSOCIATION ("Lender"),  the
principal sum of Fifteen Million Dollars ($15,000,000.00), or such lesser sum as
may  then  constitute  the aggregate unpaid principal amount  of  all  Revolving
Credit Loans made by Lender to the Company pursuant to the Loan Agreement.   The
aggregate  principal  amount of Revolving Credit Loans  which  Lender  shall  be
committed  to have outstanding under this Note at any one time shall not  exceed
Fifteen  Million  Dollars ($15,000,000.00), which amount may be borrowed,  paid,
reborrowed  and repaid, in whole or in part, subject to the terms and conditions
of this Note and of the Loan Agreement.

     the Company further promises to pay to the order of Lender interest on each
Revolving Credit Loan under this Note at the rate or rates and on the dates  set
forth in the Loan Agreement.

      All  payments received by Lender under this Note shall be allocated  among
the  principal, interest, fees, collection costs and expenses and other  amounts
due under this Note in such order and manner as Lender shall elect.

     All payments of principal, interest, fees and other amounts under this Note
shall  be  made  in  lawful currency of the United States in  Federal  or  other
immediately  available  funds at the office of Lender  situated  at  721  Locust
Street,  First  Floor, Bank Lobby, St. Louis, Missouri 63101, or at  such  other
place as Lender may from time to time designate in writing.

      Lender  shall record in its books and records the date, amount,  type  and
Interest Period (if any) of each Revolving Credit Loan made by it to the Company
and the date and amount of each payment of principal and/or interest made by the
Company  with  respect thereto; provided, however, that the  obligation  of  the
Company to repay each Revolving Credit Loan made by Lender to the Company  under
this  Note  shall be absolute and unconditional, notwithstanding any failure  of
Lender to make any such recordation or any mistake by Lender in connection  with
any  such  recordation.   The books and records of Lender  showing  the  account
between Lender and the Company shall be admissible in evidence in any action  or
proceeding  and  shall  constitute prima facie proof of the  items  therein  set
forth.

      The Company shall have the right to make prepayments on this Note upon the
terms and subject to the conditions contained in the Loan Agreement.

      This  Note is the Revolving Credit Note referred to in, and is subject  to
the  terms  of, that certain Loan Agreement dated as of the date hereof  by  and
among  the  Company, LaBarge Properties, Inc. and Lender, as the same  may  from
time  to  time  be amended, modified, extended, renewed or restated  (the  "Loan
Agreement").   The Loan Agreement, among other things, contains  provisions  for
acceleration of the maturity of this Note upon the occurrence of certain  stated
events  and  also for prepayments on account of the principal of this  Note  and
interest  on  this Note prior to the maturity of this Note upon  the  terms  and
conditions  specified  therein. All capitalized terms  used  and  not  otherwise
defined in this Note shall have the respective meanings ascribed to them in  the
Loan Agreement.

      This  Note  is  secured  by,  among other  things,  the  Company  Security
Agreement,  the Company Patent, Trademark and License Security Agreement and the
Stock  Pledge  Agreement, to which Company Security Agreement,  Company  Patent,
Trademark and License Security Agreement and Stock Pledge Agreement reference is
hereby  made for a description of the security and a statement of the terms  and
conditions upon which this Note is secured.

     If any Event of Default shall occur under or within the meaning of the Loan
Agreement,  then Lender's obligation to make additional Revolving  Credit  Loans
under  this Note may be terminated in the manner and with the effect as provided
in  the Loan Agreement and the entire outstanding principal balance of this Note
and  all  accrued and unpaid interest thereon may be declared to be  immediately
due  and  payable  in  the manner and with the effect as provided  in  the  Loan
Agreement.

      In  the  event that any payment of any principal, interest, fees or  other
amount  due  under this Note is not paid when due, whether by reason of  demand,
maturity, acceleration or otherwise, and this Note is placed in the hands of  an
attorney  or attorneys for collection or for foreclosure of the Company Security
Agreement,  the Company Patent, Trademark and License Security Agreement  and/or
the  Stock  Pledge  Agreement, or if this Note is placed  in  the  hands  of  an
attorney or attorneys for representation of Lender in connection with bankruptcy
or insolvency proceedings relating to or affecting this Note, the Company hereby
promises  to  pay  to  the order of Lender, in addition  to  all  other  amounts
otherwise  due on, under or in respect of this Note, the costs and  expenses  of
such  collection, foreclosure and representation, including, without limitation,
reasonable  attorneys'  fees and expenses (whether or not  litigation  shall  be
commenced  in aid thereof).  All parties hereto severally waive presentment  for
payment, demand for payment, protest, notice of protest and notice of dishonor.

      This  Note  shall  be  governed by and construed in  accordance  with  the
substantive laws of the State of Missouri (without reference to conflict of  law
principles).


                              LABARGE, INC.


                              By
                              Title:


                                    EXHIBIT C

                            TERM LOAN PROMISSORY NOTE

$6,400,000.00                                      St. Louis, Missouri
                                                        March 12, 2002

      FOR  VALUE RECEIVED, the undersigned, LABARGE PROPERTIES, INC., a Missouri
corporation ("LaBarge Properties"), hereby promises to pay to the order of  U.S.
BANK  NATIONAL  ASSOCIATION ("Lender"), the principal sum of  Six  Million  Four
Hundred  Thousand Dollars ($6,400,000.00), or such lesser sum as may be advanced
hereunder,  in  eight-four  (84) consecutive monthly  installments  as  follows:
eighty-three  (83) consecutive monthly installments each in an amount  equal  to
one  three-hundredth (1/300th) of the outstanding principal balance of this Note
on  October  31,  2002, due and payable on the first (1st)  day  of  each  month
commencing  December 1, 2002, with the eighty-fourth (84) and final  installment
in  the amount of the then outstanding and unpaid principal balance of this Note
due and payable on October 31, 2009.

      LaBarge Properties further promises to pay to the order of Lender interest
on the unpaid principal balance from time to time outstanding under this Note at
the rate or rates and on the dates set forth in the Loan Agreement.

      This Note may be funded in multiple advances from time to time during  the
Term  Loan  Advance  Period;  provided,  however,  that  the  maximum  aggregate
principal  amount of all advances under this Note shall not exceed  Six  Million
Four  Hundred Thousand Dollars ($6,400,000.00).  No advances may be  made  under
this  Note  after  the last day of the Term Loan Advance period.   No  principal
repaid during the term of this Note may be reborrowed.

      All  payments received by Lender under this Note shall be allocated  among
the  principal, interest, fees, collection costs and expenses and other  amounts
due under this Note in such order and manner as Lender shall elect.

     All payments of principal, interest, fees and other amounts under this Note
shall  be  made  in  lawful currency of the United States in  Federal  or  other
immediately  available  funds at the office of Lender  situated  at  721  Locust
Street,  First  Floor, Bank Lobby, St. Louis, Missouri 63101, or at  such  other
place as Lender may from time to time designate in writing.

      LaBarge  Properties shall have the right to make prepayments on this  Note
upon the terms and subject to the conditions contained in the Loan Agreement.

     This Note is the Term Loan Note referred to in, and is subject to the terms
of,  that  certain  Loan  Agreement dated as of the date  hereof  by  and  among
LaBarge, Inc., LaBarge Properties and Lender, as the same may from time to  time
be amended, modified, extended, renewed or restated (the "Loan Agreement").  The
Loan Agreement, among other things, contains provisions for acceleration of  the
maturity of this Note upon the occurrence of certain stated events and also  for
prepayments on account of the principal of this Note and interest on  this  Note
prior  to  the  maturity  of this Note upon the terms and  conditions  specified
therein.   All  capitalized terms used and not otherwise defined  in  this  Note
shall have the respective meanings ascribed to them in the Loan Agreement.

      This  Note is secured by, among other things, the Deed of Trust, to  which
Deed  of Trust reference is hereby made for a description of the security and  a
statement of the terms and conditions upon which this Note is secured.

     If any Event of Default shall occur under or within the meaning of the Loan
Agreement, then  Lender's obligation (if any) to make additional advances on the
Term Loan under this Note may be terminated in the manner and with the effect as
provided  in the Loan Agreement and the entire outstanding principal balance  of
this  Note  and  all accrued and unpaid interest thereon may be declared  to  be
immediately due and payable in the manner and with the effect as provided in the
Loan Agreement.

      In  the  event that any payment of any principal, interest, fees or  other
amount  due  under this Note is not paid when due, whether by reason of  demand,
maturity, acceleration or otherwise, and this Note is placed in the hands of  an
attorney or attorneys for collection or for foreclosure of the Deed of Trust, or
if  this  Note  is  placed  in  the  hands  of  an  attorney  or  attorneys  for
representation of Lender in connection with bankruptcy or insolvency proceedings
relating to or affecting this Note, LaBarge Properties hereby promises to pay to
the order of Lender, in addition to all other amounts otherwise due on, under or
in  respect of this Note, the costs and expenses of such collection, foreclosure
and  representation, including, without limitation, reasonable  attorneys'  fees
and expenses (whether or not litigation shall be commenced in aid thereof).  All
parties  hereto  severally waive presentment for payment,  demand  for  payment,
notice of dishonor, protest and notice of protest.

      This  Note  shall  be  governed by and construed in  accordance  with  the
substantive laws of the State of Missouri (without reference to conflict of  law
principles).


                              LABARGE PROPERTIES, INC.


                              By
                              Title:

                                    EXHIBIT D

                            Letter of Credit Request

                                     [Date]


U.S. Bank National Association
721 Locust Street
First Floor, Bank Lobby
St. Louis, Missouri 63101
Attention: Commercial Lending Department

Ladies and Gentlemen:

      Reference is hereby made to that certain Loan Agreement dated as of  March
12,  2002,  by and among LaBarge, Inc., a Delaware corporation (the  "Company"),
LaBarge Properties, Inc., a Missouri corporation ("LaBarge Properties") and U.S.
Bank  National  Association ("Lender"), as the same may from  time  to  time  be
amended,  modified, extended, renewed or restated (the "Loan  Agreement").   All
capitalized  terms  used  and  not  otherwise  defined  herein  shall  have  the
respective meanings ascribed to them in the Loan Agreement.

     Pursuant to Section 2.03 of the Loan Agreement, the Company hereby requests
that Lender issue an irrevocable [standby] [commercial] Letter of Credit in  the
original  face amount of $                      for the account of  the  Company
and  for the benefit of                        upon the terms and conditions set
forth  in  the  attached  Application and Agreement  for  Irrevocable  [Standby]
[Commercial] Letter of Credit.

      The  Company hereby represents and warrants to Lender that (a) all of  the
representations  and warranties made by the Company, LaBarge  Properties  and/or
any other Obligor in the Loan Agreement and/or in any other Transaction Document
are true and correct in all material respects on and as of the date hereof as if
made  on  and  as of the date hereof and (b) no Default or Event of Default  has
occurred  and is continuing and that no Default or Event of Default will  result
from the issuance of the Letter of Credit requested hereby.

                              Very truly yours,

                              LABARGE, INC.


                              By
                              Title:
                                    EXHIBIT E

              [Attach Form of Standby Letter of Credit Application]
                                    EXHIBIT F

            [Attach Form of Commercial Letter of Credit Application]
                                    EXHIBIT G

                                     [Date]

U.S. Bank National Association
721 Locust Street
First Floor, Bank Lobby
St. Louis, Missouri 63101
Attention: Commercial Lending Department

Ladies and Gentlemen:

      Reference is hereby made to that certain Loan Agreement dated as of  March
12,  2002,  by and among LaBarge, Inc., a Delaware corporation (the  "Company"),
LaBarge Properties, Inc., a Missouri corporation ("LaBarge Properties") and U.S.
Bank National Association ("Lender"), as the same may from time to time amended,
modified, extended, renewed or restated (the "Loan Agreement").  All capitalized
terms  used  and  not otherwise defined herein (including all capitalized  terms
used  in Schedule 1 attached hereto) shall have the respective meanings ascribed
to them in the Loan Agreement.

     The Company hereby certifies to Lender that as of the date hereof:

      (a)   except as set forth below, all of the representations and warranties
made  by  the Company, LaBarge Properties and/or any other Obligor in  the  Loan
Agreement and/or in any other Transaction Document are true and correct  in  all
material respects on and as of the date of this Certificate as if made on and as
of the date of this Certificate:

Exceptions:
;

     (b)  except as set forth below, no Default or Event of Default has occurred
and is continuing:

Exceptions:
;

     (c)  the financial statements of the Company and its Subsidiaries delivered
to  you with this letter are true, correct and complete in all material respects
and  have  been prepared in accordance with GAAP (subject, in the  case  of  any
interim  financial  statements, to normal year-end adjustments  and  absence  of
footnote disclosures); and

      (d)   Schedule  1  to  this  letter is a determination  of  the  Company's
compliance with the financial covenants set forth in Section 5.01(o) of the Loan
Agreement as of          , 20 , in each case calculated in accordance  with  the
Loan Agreement.

                              Very truly yours,

                              LABARGE, INC.


                              By
                              Title:
                                   SCHEDULE 1

                         Financial Covenant Information
                            as of               , 20

A.   MINIMUM CONSOLIDATED EBITDA
      (for  the  four  consecutive  fiscal  quarter  period  of  Borrower  ended
, 20 )

1.   Consolidated Net Income                                     $
2.   Consolidated Interest Expense                               $
3.   Consolidated income tax expense                                  $
4.        Consolidated      depreciation      and      amortization      expense
$
5.   Extraordinary losses                                             $
6.   Losses from the sale or other disposition of Property other than in the
     ordinary course of business                                      $
7.    Non-cash  charge  required  for impairment  of  goodwill  under  FASB  142
$
8.   Extraordinary gains                                         $
9.   Gains from the sale or other disposition of Property other than in the
     ordinary course of business                                      $
10.  Consolidated EBITDA [Sum of Line A.1 plus Line A.2 plus Line A.3
     plus Line A.4 plus Line A.5 plus Line A.6 plus Line A.7 minus
     Line A.8 minus Line A.9]                                    $
11.     Minimum    Consolidated   EBITDA   required   by   Section    5.01(o)(i)
$8,500,000.00

B.   MINIMUM CONSOLIDATED TANGIBLE NET WORTH
     (as of              , 20 )

1.   Consolidated Tangible Net Worth as of April 1, 2002                   $
2.   75% of Consolidated Net Income (with no deductions for losses) during
     each fiscal quarter of the Company ended after April 1, 2002 (such
      required  increases  to  be  cumulative  for  each  such  fiscal  quarter)
$
3.   100% of the net proceeds received by the Company on or after March 12,
     2002, from the issuance of any capital stock of other equity interests
     of the Company                                         $
4.   Minimum Consolidated Net Worth required by Section 5.01(o)(ii)    [Sum of
        Line   B.1   minus   $3,000,000.00  plus  Line  B.2   plus   Line   B.3]
$
5.   Actual Consolidated Net Worth                               $

C.   MAXIMUM CONSOLIDATED DEBT TO CONSOLIDATED EBITDA RATIO
     (as of         , 20 )

1.   Consolidated Debt (excludes Subordinated Indebtedness)                $
2.   Consolidated EBITDA [Line A.10 above)                            $
3.   Consolidated Debt to Consolidated EBITDA Ratio (Line C.1 divided by
     Line C.2]                                                         to 1.0
4.   Maximum Consolidated Debt to Consolidated EBITDA Ratio permitted by
     Section 5.01(o)(iii)                                             3.0 to 1.0

D.   MINIMUM CONSOLIDATED INTEREST COVERAGE RATIO
      (for  the  four  consecutive  fiscal  quarter  period  of  Borrower  ended
, 20 )

1.   Consolidated EBITDA [Line A.10 above]                            $
2.   Capital Expenditures                                             $
3.   Capitalized Lease Obligations                               $
4.   Consolidated Interest Expense                               $
5.   Consolidated Interest Coverage Ratio [Sum of (Line D.1 minus Line D.2
           minus       Line      D.3)      divided      by       Line       D.4]
to 1.0
6.   Minimum Consolidated Interest Coverage Ratio required by Section
     5.01(o)(iv)                                                 3.0 to 1.0

                                    EXHIBIT H

                                     [Date]

U.S. Bank National Association
721 Locust Street
First Floor, Bank Lobby
St. Louis, Missouri 63101
Attention: Commercial Lending Department

Ladies and Gentlemen:

      Reference is hereby made to that certain Loan Agreement dated as of  March
12,  2002,  by and among LaBarge, Inc., a Delaware corporation (the  "Company"),
LaBarge Properties, Inc., a Missouri corporation ("LaBarge Properties") and U.S.
Bank National Association ("Lender"), as the same may from time to time amended,
modified, extended, renewed or restated (the "Loan Agreement").  All capitalized
terms  used  and  not otherwise defined herein (including all capitalized  terms
used  in Schedule 1 attached hereto) shall have the respective meanings ascribed
to them in the Loan Agreement.

     LaBarge Properties desires to borrow on           , 20      , an additional
advance  on  the Term Loan in the principal amount of $        pursuant  to  the
Agreement.  Accordingly, LaBarge Properties requests that Lender make  available
to  LaBarge  Properties said amount on said date.  The supporting  documentation
evidencing  LaBarge Properties' intended use of such funds is attached  to  this
letter.

     LaBarge Properties hereby represents and warrants to Lender that (a) all of
the  representations  and  warranties made by the  Company,  LaBarge  Properties
and/or  any  other Obligor in the Loan Agreement and/or in any other Transaction
Document  are true and correct in all material respects on and as  of  the  date
hereof  as if made on and as of the date hereof and (b) no Default or  Event  of
Default  has occurred and is continuing and that no Default or Event of  Default
will result from the advance on the Term Loan requested hereby.

                              Very truly yours,

                              LABARGE PROPERTIES, INC.


                              By
                              Title:
                     STOCK PLEDGE AGREEMENT

      Reference is hereby made to that certain Loan Agreement dated as of  March
12,  2002,  by  and  among  LaBarge, Inc., a Delaware  corporation  ("Pledgor"),
LaBarge  Properties,  Inc.,  a  Missouri corporation,  and  U.S.  Bank  National
Association,  as the same may from time to time be amended, modified,  extended,
renewed  or restated (the "Loan Agreement"; all capitalized terms used  and  not
otherwise defined in this Agreement shall have the respective meanings  ascribed
to them in the Loan Agreement).

      As  collateral security for the payment of (a) any and all of the  present
and   future  Company's  Obligations,  (b)  any  and  all  present  and   future
indebtedness (principal, interest, fees, collection costs and expenses and other
amounts),  liabilities and obligations (including, without limitation,  guaranty
obligations and indemnity obligations) of Pledgor to Secured Party evidenced  by
or  arising  under or in respect of this Agreement and/or any other  Transaction
Document,  (c)  any  and  all  other indebtedness  (principal,  interest,  fees,
collection  costs and expenses and other amounts), liabilities  and  obligations
(including,   without  limitation,  guaranty  obligations,  letter   of   credit
reimbursement obligations and indemnity obligations) of Pledgor to Secured Party
of  every  kind  and character, now existing or hereafter arising,  absolute  or
contingent,  joint  or  several  or  joint and  several,  otherwise  secured  or
unsecured,  due  or not due, direct or indirect, expressed or  implied  in  law,
contractual  or tortious, liquidated or unliquidated, at law or  in  equity,  or
otherwise, and whether heretofore, now or hereafter incurred or given by Pledgor
as  principal,  surety, endorser, guarantor or otherwise,  and  whether  created
directly or acquired by Secured Party by assignment or otherwise and (d) any and
all  costs  of  collection, legal expenses and reasonable  attorneys'  fees  and
expenses  incurred by Secured Party upon the occurrence of any default or  event
of  default under this Agreement, in collecting or enforcing payment of any such
indebtedness,  liabilities  or  obligations  or  in  preserving,  protecting  or
realizing  on  the  Collateral  hereunder or in representing  Secured  Party  in
connection  with bankruptcy or insolvency proceedings relating to  or  affecting
this   Agreement   (hereinafter  collectively  referred  to  as   the   "Secured
Obligations")   (hereinafter   collectively  referred   to   as   the   "Secured
Obligations"), Pledgor hereby pledges and delivers to Secured Party  and  grants
to  Secured Party a security interest in, a lien upon and a right of set-off  as
to  all  of  Pledgor's  now  owned and/or hereafter acquired  right,  title  and
interest in, to and under the following: (a) all of the shares of capital  stock
or  other  equity  interests  of each of LaBarge Properties,  Inc.,  a  Missouri
corporation, LaBarge Wireless, Inc., a Missouri corporation, LaBarge/STC,  Inc.,
a Texas corporation and LaBarge - OCS, Inc., a Delaware corporation (hereinafter
individually referred to as a "Subsidiary" and collectively referred to  as  the
"Subsidiaries")  now owned or hereafter acquired by Pledgor  (collectively,  the
"Pledged Shares") and any certificates representing the Pledged Shares, and  all
dividends, cash, instruments, stock, securities and other property from time  to
time  received, receivable or otherwise distributed in respect of or in exchange
for  any or all of the Pledged Shares, (b) all other rights appurtenant  to  the
property  described  in clause (a) above (including, without limitation,  voting
rights)  and  (c) all cash and noncash proceeds of any and all of the  foregoing
(collectively, the "Collateral"). Contemporaneously with the execution  of  this
Agreement with respect to the Pledged Shares owned by Pledgor as of the date  of
this  Agreement, and promptly after the acquisition by Pledgor of any additional
Pledged   Shares,  Pledgor  will  deliver  to  Secured  Party  any  certificates
representing such Pledged Shares together with proper instruments of  assignment
duly executed in blank by Pledgor.

      Pledgor hereby covenants and agrees that (a) with respect to all shares of
any  class of capital stock or other equity interests of each Subsidiary pledged
to  Secured  Party contemporaneously with the execution of or pursuant  to  this
Agreement  or  at  any  time  hereafter, if any stock dividends,  stock  splits,
reclassifications,  adjustments  or  other  changes  are  made  in  the  capital
structure  of  such  Subsidiary  (whether  as  a  result  of  a  reorganization,
recapitalization, share split up, merger, transfer, consolidation or otherwise),
all  new,  additional or substituted securities issued with  respect  to  or  in
exchange for any of such shares by reason of any such change shall be subject to
Secured  Party's security interest and lien and immediately delivered to Secured
Party,  which  shall  hold  such shares or securities so  issued  as  additional
Collateral, (b) if any warrants, options or other rights now or hereafter  exist
with  respect  to  any  of the Pledged Shares or any of  the  other  Collateral,
Pledgor  has  and  hereafter shall immediately so advise Secured  Party  of  the
existence  of such warrants, options and rights, all such warrants, options  and
rights  shall be subject to Secured Party's security interest and lien  and  all
stock  or securities issued pursuant to the exercise of any such warrant, option
or  right  shall be subject to Secured Party's security interest  and  lien  and
immediately  delivered  to  Secured Party,  which  shall  hold  such  shares  or
securities  as additional Collateral, (c) Pledgor shall immediately  pledge  and
deliver  to  Secured Party any and all shares of any class of capital  stock  or
other  equity  interests of each Subsidiary now owned or hereafter  acquired  by
Pledgor together with proper instruments of assignment duly executed in blank by
Pledgor  and (d) Pledgor will not, without the prior written consent of  Secured
Party,  (i)  sell,  assign or otherwise transfer or pledge any  of  the  Pledged
Shares  or  any  of  the other Collateral, (ii) create or  permit  any  Lien  or
encumbrance upon, or any security interest in, any of the Pledged Shares or  any
of  the  other Collateral (other than Permitted Liens) or (iii) grant any option
or  right  with  respect  to  any of the Pledged Shares  or  any  of  the  other
Collateral.

     Pledgor hereby represents and warrants to Secured Party that:

           (a)  Pledgor is the sole legal, beneficial and record owner of all of
     the  Collateral  and none of the Collateral is or will be  subject  to  any
     security   interests,  Liens,  encumbrances,  charges,  claims,   warrants,
     options,  proxies,  restrictions on transfer, resale or other  disposition,
     restrictions  on  voting  rights,  preferences  and/or  other  preferential
     arrangements of any kind or nature whatsoever (except Permitted Liens);

           (b)   the Pledged Shares have been duly authorized and validly issued
     by the applicable Subsidiary and are fully paid and non-assessable;

          (c)  Pledgor has all requisite corporate right, power and authority to
     (i)  pledge, assign, grant a security interest in, transfer and deliver the
     Collateral  to Secured Party in the manner hereby done or contemplated  and
     (ii)  execute,  deliver  and  perform all of  its  obligations  under  this
     Agreement;

           (d)   this Agreement has been duly authorized, executed and delivered
     by  Pledgor  and  constitutes the legal, valid and  binding  obligation  of
     Pledgor,  enforceable against Pledgor in accordance with its terms,  except
     as  such  enforceability  may be limited by (i) bankruptcy,  insolvency  or
     other  similar laws affecting creditors' rights generally and (ii)  general
     principles  of  equity  (regardless  of  whether  such  enforceability   is
     considered in a proceeding in equity or at law);

           (e)   no  consent,  approval, authorization or  other  order  of  any
     governmental  or  regulatory body, instrumentality,  authority,  agency  or
     official  or any other Person is or will be required for (i) the execution,
     delivery and/or performance of this Agreement by Pledgor or the delivery by
     Pledgor of the Collateral to Secured Party as provided in this Agreement or
     (ii)  the  exercise by Secured Party of the voting or other rights provided
     for  in  this  Agreement or of the remedies in respect  of  the  Collateral
     pursuant to this Agreement;

           (f)   the  execution, delivery and performance  by  Pledgor  of  this
     Agreement  do not and will not (i) violate any provision of the Certificate
     of  Incorporation  or  By-Laws of Pledgor or of any law,  rule,  regulation
     (including,  without  limitation, Regulations  U  or  X  of  the  Board  of
     Governors   of   the  Federal  Reserve  System),  order,  writ,   judgment,
     injunction,  decree,  determination or award  presently  in  effect  having
     applicability  to  Pledgor,  (ii) result in a breach  of  or  constitute  a
     default  under  any  indenture or loan or credit  agreement  or  any  other
     agreement, document or instrument to which Pledgor is a party or  by  which
     Pledgor  or  any  of  its property or assets may be bound  or  affected  or
     (iii) result in or require the creation or imposition of any mortgage, deed
     of trust, pledge, Lien, security interest or other charge or encumbrance of
     any nature upon or with respect to any of the property or assets of Pledgor
     (other than in favor of Secured Party as provided for in this Agreement);

           (g)  upon the execution of this Agreement, Secured Party will have  a
     valid and enforceable security interest in the Collateral.  Upon the filing
     of  a  Uniform  Commercial  Code  financing  statement  with  the  Delaware
     Secretary of State naming Pledgor, as debtor, and Secured Party, as secured
     party, and describing the Collateral, Secured Party's security interest  in
     the Collateral will be perfected;

           (h)   the  authorized  capital of LaBarge Properties,  Inc.  consists
     solely of Thirty Thousand (30,000) shares of common stock, $1.00 par  value
     per  share.  As of the date of this Agreement, there are One Hundred  (100)
     shares  of common stock of LaBarge Properties, Inc. issued and outstanding,
     all of which are owned legally, beneficially and of record by Pledgor.   As
     of  the  date of this Agreement, there are no warrants or options,  or  any
     agreements  to issue any warrants or options, outstanding with  respect  to
     any class of capital stock or other equity interests of LaBarge Properties,
     Inc.;

           (i)  the authorized capital of LaBarge Wireless, Inc. consists solely
     of  Thirty  Thousand (30,000) shares of common stock, $1.00 par  value  per
     share. As of the date of this Agreement, there are One Hundred (100) shares
     of  common stock of LaBarge Wireless, Inc. issued and outstanding,  all  of
     which are owned legally, beneficially and of record by Pledgor.  As of  the
     date of this Agreement, there are no warrants or options, or any agreements
     to  issue any warrants or options, outstanding with respect to any class of
     capital stock or other equity interests of LaBarge Wireless, Inc.;

           (j)   the authorized capital of LaBarge/STC, Inc. consists solely  of
     Thirty Thousand (30,000) shares of common stock, $1.00 par value per share.
     As  of  the  date of this Agreement, there are One Hundred (100) shares  of
     common stock of LaBarge/STC, Inc. issued and outstanding, all of which  are
     owned  legally, beneficially and of record by Pledgor.  As of the  date  of
     this  Agreement,  there are no warrants or options, or  any  agreements  to
     issue  any  warrants or options, outstanding with respect to any  class  of
     capital stock or other equity interests of LaBarge/STC, Inc.;

           (k)  the authorized capital of LaBarge - OCS, Inc. consists solely of
     One Million Six Hundred Thousand (1,600,000) shares of common stock, $0.001
     par  value  per  share.  As of the date of this Agreement,  there  are  One
     Million  Two Hundred Twenty Thousand (1,220,000) shares of common stock  of
     LaBarge - OCS, Inc. issued and outstanding, all of which are owned legally,
     beneficially  and of record by Pledgor.  As of the date of this  Agreement,
     there  are no warrants or options, or any agreements to issue any  warrants
     or options, outstanding with respect to any class of capital stock or other
     equity interests of LaBarge - OCS, Inc.; and

          (l)  the Pledgor is a Delaware corporation and its exact legal name is
     "LaBarge,  Inc." and its organizational identification number in the  State
     of Delaware is 0672724; and the Pledgor's chief executive office is located
     at  the  address set forth below the Pledgor's signature on  the  signature
     page(s) of this Agreement.

     Pledgor hereby covenants and agrees that:

           (a)   it  will do, make, execute and deliver such further  and  other
     assignments,  transfers, deeds, security agreements and  other  agreements,
     documents  and/or  instruments  as may be  required  by  Secured  Party  to
     establish  in  favor  of  Secured Party the security  interests  and  liens
     intended to be created by this Agreement and to accomplish the intention of
     this Agreement;

           (b)  without the prior written consent of Secured Party, it will  not
     cause  or  permit any Subsidiary to (i) authorize or issue any  new  types,
     varieties  or  classes of capital stock or other equity  interests  or  any
     bonds  or  debentures, subordinated or otherwise, or any stock warrants  or
     options,  (ii)  authorize or issue any additional shares  of  any  existing
     class of capital stock or other equity interests or (iii) declare any stock
     dividends or stock splits or take any other action which could, directly or
     indirectly, decrease Pledgor's ownership interest in such Subsidiary;

           (c)   without the prior written consent of Secured Party, (i) it will
     not  cause  or  permit  any  Subsidiary to amend or  otherwise  change  its
     Certificate  or  Articles of Incorporation or By-Laws in any  manner  which
     could  affect  any of the voting or other rights of any of  the  shares  of
     capital stock or other equity interests of such Subsidiary and (ii) it will
     not  take any other action which could, directly or indirectly, affect  the
     voting  rights  of Pledgor with respect to any shares of capital  stock  or
     other equity interests of any Subsidiary now owned or hereafter acquired by
     Pledgor; and

           (d)   it  will not change the location of its chief executive  office
     unless  (i)  such  new  chief  executive  office  is  located  within   the
     continental  United States of America, (ii) it gives Secured  Party  thirty
     (30)  days  prior written notice of the same and (iii) prior to making  any
     such  change, it executes and/or obtains and delivers to Secured Party  any
     and  all  additional  financing  statements  and/or  other  filings  and/or
     amendments  thereto and other agreements, documents or notices  as  may  be
     required  in good faith by Secured Party; and it will not change its  name,
     jurisdiction  of  incorporation  or  organizational  identification  number
     without the prior written consent of Secured Party.

      So  long as no Event of Default under this Agreement has occurred  and  is
continuing:

     (a)  Pledgor will be entitled to exercise any and all voting and other
consensual rights pertaining to the Pledged Shares or any part thereof for any
purpose not inconsistent with the terms of this Agreement; provided, however,
that, without the prior written consent of Secured Party  (i) Pledgor will not
exercise or refrain from exercising any such right if such action could
reasonably be expected to have an adverse effect on the value of the Pledged
Shares or any part thereof and (ii) Pledgor will not exercise or refrain from
exercising any such right in a manner which would authorize or effect (A) the
dissolution, winding up or liquidation, in whole or in part, of any Subsidiary,
(B) the consolidation or merger of any Subsidiary with any corporation or other
entity (other than consolidations and/or mergers expressly permitted by the Loan
Agreement), (C) the sale, disposition or encumbrance of all or substantially all
of the property or assets of any Subsidiary, (D) any change in the authorized
capital of any Subsidiary, (E) the issuance of any additional shares of any
class of capital stock or other equity interests of any Subsidiary or (F) the
alteration of the voting rights with respect to any class of capital stock or
other equity interests of any Subsidiary; and

           (b)  Pledgor will be entitled to collect and use for its own purposes
     all cash dividends (except cash dividends paid or payable in respect of the
     total  or partial liquidation of any Subsidiary) paid on the Pledged Shares
     so  long  as (i) the declaration and payment of such dividends is expressly
     permitted by the Loan Agreement and (ii) such dividends are first  used  by
     Pledgor  to  pay  any of the Secured Obligations which  are  then  due  and
     payable;  provided, however, that until actually paid, all  rights  to  all
     dividends on any of the Pledged Shares shall remain subject to the security
     interest  created  by  this  Agreement.  All  dividends  (other  than  cash
     dividends  governed by the immediately preceding sentence)  and  all  other
     distributions in respect of any of the Pledged Shares or any of  the  other
     Collateral, whenever paid or made, shall be delivered to Secured Party  and
     held  by  it  subject  to the security interest and lien  created  by  this
     Agreement.

      Secured  Party  shall have no duties or obligations with  respect  to  the
Collateral  except  that while the Collateral is in Secured Party's  possession,
Secured  Party's  obligation  with respect to  the  same  shall  be  limited  to
preserving the physical condition of the same.

      If  any  one  or more of the following events ("Events of Default")  shall
occur  and  be  continuing: (a) Pledgor shall fail to make any  payment  of  any
principal of, interest on or other amount due with respect to any of the Secured
Obligations as and when the same shall become due and payable, whether by reason
of  demand,  maturity,  acceleration or otherwise; (b)  Pledgor  shall  fail  to
perform or observe any term, provision, covenant or agreement contained in  this
Agreement  and any such failure shall remain unremedied for ten (10) days  after
the  earlier  of  (i) written notice of default is given to Pledgor  by  Secured
Party or (ii) any officer of Pledgor obtaining actual knowledge of such default;
(c) any representation or warranty made by Pledgor in this Agreement shall prove
to  be untrue or incorrect in any material respect; (d) if the shares of capital
stock and/or other equity interests of LaBarge Properties, Inc. then pledged  by
Pledgor to Secured Party pursuant to this Agreement shall at any time constitute
less  than One Hundred Percent (100%) of the then issued and outstanding  shares
of  each class of capital stock or other equity interests of LaBarge Properties,
Inc.;  (e)  if  the  shares of capital stock and/or other  equity  interests  of
LaBarge Wireless, Inc. then pledged by Pledgor to Secured Party pursuant to this
Agreement  shall at any time constitute less than One Hundred Percent (100%)  of
the  then issued and outstanding shares of each class of capital stock or  other
equity  interests of LaBarge Wireless, Inc.; (f) if the shares of capital  stock
and/or  other equity interests of LaBarge/STC, Inc. then pledged by  Pledgor  to
Secured Party pursuant to this Agreement shall at any time constitute less  than
One  Hundred  Percent (100%) of the then issued and outstanding shares  of  each
class  of capital stock or other equity interests of LaBarge STC, Inc.;  (g)  if
the shares of capital stock and/or other equity interests of LaBarge - OCS, Inc.
then pledged by Pledgor to Secured Party pursuant to this Agreement shall at any
time  constitute  less than One Hundred Percent (100%) of the  then  issued  and
outstanding  shares of each class of capital stock or other equity interests  of
LaBarge  - OCS, Inc.; (h) this Agreement shall at any time for any reason  cease
to  be  in full force and effect or shall be declared to be null and void  by  a
court  of competent jurisdiction, or if the validity or enforceability  of  this
Agreement shall be contested or denied by Pledgor or if Pledgor shall deny  that
it  has  any  further  liability or obligation under  this  Agreement;  (i)  the
occurrence and continuance of any "Event of Default" (as defined therein)  under
or  within  the meaning of the Loan Agreement; or (j) any default  or  event  of
default shall occur under or within the meaning of any other agreement, document
or  instrument heretofore, now or hereafter executed by Pledgor with or in favor
of  Secured  Party  which is not cured or waived within any applicable  cure  or
grace  period (if any); then (1) Secured Party shall have the right to  exercise
all  voting rights with respect to the Collateral, (2) Secured Party shall  have
the  right  to sell or cause to be sold any Collateral, (3) Secured Party  shall
have the right to have any or all of the Collateral transferred to or registered
in  the  name  of Secured Party, or its nominee or nominees, and  thereafter  to
exercise all rights with respect thereto as the absolute owner thereof,  without
notice or liability to Pledgor, except to account for money or property actually
received by Secured Party, (4) Secured Party shall have the right to, in Secured
Party's  name, or in the name of Pledgor, demand, sue for, collect  and  receive
money,  securities  and/or other property which may at any time  be  payable  or
receivable on account of or in exchange for any of the Collateral, or  make  any
compromise  or settlement that Secured Party  considers desirable  with  respect
thereto or renew or extend the time of payment or otherwise modify the terms  of
any  obligation  included  in  the Collateral; provided,  however,  that  it  is
expressly agreed that Secured Party shall not be obligated to take any  step  to
preserve  rights  against  prior parties on any  of  the  Collateral,  and  that
reasonable care of the Collateral shall not include the taking of any such  step
and  (5) Secured Party shall have the right to exercise any or all of the rights
and  remedies of a secured party under the Uniform Commercial Code of the  State
of  Missouri,  as from time to time amended (the "Missouri UCC"), or  any  other
applicable  law.   Any  sale  of  Collateral  may  be  made  without  demand  of
performance and any requirement of the Missouri UCC or any other applicable  law
for  reasonable notice to Pledgor shall be met if such notice is mailed, postage
prepaid, to Pledgor at its address as it appears herein or as last shown on  the
records  of  Secured  Party  at least ten (10) days before  the  time  of  sale,
disposition or other event giving rise to the notice.  In case of a public sale,
notice  published by Secured Party for ten (10) days in a newspaper  of  general
circulation  in  the  City or County where the sale  is  to  be  held  shall  be
sufficient.  The proceeds of any sale, or sales, of Collateral shall be  applied
by  Secured  Party in the following order: (a) to expenses, including reasonable
attorneys'  fees  and  expenses, arising from the  enforcement  of  any  of  the
provisions of this Agreement, or of the Secured Obligations or of any actual  or
attempted sale; (b) to the payment or the reduction of any or all of the Secured
Obligations  in  such order and manner as Secured Party, in its discretion,  may
elect;  and  (c)  to the payment of any surplus remaining after payment  of  the
amounts mentioned, to Pledgor or to whomsoever may be lawfully entitled thereto.
If  any deficiency arises upon any such sale or sales Pledgor agrees to pay  the
amount  of  such deficiency promptly upon demand with interest.  Notwithstanding
that  Secured  Party may continue to hold the Collateral and regardless  of  the
value thereof, Pledgor shall be and remain liable for the payment in full of the
principal of and interest on any balance of the Secured Obligations and expenses
at any time unpaid.

     Pledgor recognizes that Secured Party may be unable to effect a public sale
of the Collateral by reason of the lack of a ready market for the Collateral, of
the  limited  number  of  potential  buyers of  the  Collateral  or  of  certain
prohibitions contained in the Securities Act of 1933, state securities laws  and
other applicable laws, and that Secured Party may be compelled to resort to  one
or  more  private  sales thereof to a restricted group of  purchasers.   Pledgor
agrees  that  any  such  private sales may be at prices  and  other  terms  less
favorable to the seller than if sold at public sales and that such private sales
shall  not  solely  by  reason thereof be deemed not to  have  been  made  in  a
commercially reasonable manner. Secured Party shall be under no obligation under
this  Agreement or otherwise (except as provided by applicable law) to  delay  a
sale  of  any of the Collateral for the period of time necessary to  permit  the
registration of such securities for public sale under the Securities Act of 1933
and  applicable state securities laws.  Any such sale of all or a portion of the
Collateral  may  be  for cash or on credit or for future  delivery  and  may  be
conducted  at  a  private sale where Secured Party (to the extent  permitted  by
applicable  law) or any other person or entity may be the purchaser  of  all  or
part of the Collateral so sold. Secured Party shall not incur any liability as a
result of the sale of any of the Collateral, or any part thereof, at any private
sale  which  complies with the requirements of this paragraph.   Pledgor  hereby
waives,  to  the extent permitted by applicable law, any claims against  Secured
Party  arising  by  reason  of the fact that the  price  at  which  any  of  the
Collateral,  or  any part thereof, may have been sold at such private  sale  was
less  than  the  price that might have been obtained at a public sale,  even  if
Secured  Party accepts the first offer deemed by Secured Party in good faith  to
be commercially reasonable under the circumstances and does not offer any of the
Collateral to more than one offeree.

      Pledgor  agrees  that it will not at any time plead,  claim  or  take  the
benefit  of  any appraisal, valuation, stay, extension, moratorium or redemption
law  now  or hereafter in force in order to prevent or delay the enforcement  of
this  Agreement, or the absolute sale of the whole or any part of the Collateral
or the possession thereof by any purchaser at any sale under this Agreement, and
Pledgor hereby waives the benefit of all such laws to the extent it lawfully may
do  so.   Pledgor agrees that it will not interfere with the valid  exercise  by
Secured Party of any right, power and/or remedy of Secured Party provided for in
this Agreement or now or hereafter existing at law or in equity or by statute or
otherwise.

      Under  no  circumstances  shall Secured Party  be  deemed  to  assume  any
responsibility  for or obligation or duty with respect to  any  or  all  of  the
Collateral of any nature or kind or any matter or proceeding arising out  of  or
relating  thereto, other than (a) to exercise reasonable care  in  the  physical
custody  of  the Collateral which is in its possession and (b) if  an  Event  of
Default under this Agreement shall have occurred and be continuing, to act in  a
commercially  reasonable  manner in exercising  its  rights  and  remedies  with
respect to the Collateral.  Subject to the foregoing, Secured Party shall not be
required to take any action of any kind to collect, preserve or protect  its  or
Pledgor's rights in any of the Collateral.

      At  any  time,  whether prior to or after the occurrence of  an  Event  of
Default under this Agreement, Secured Party may, at its option, but shall not be
obligated  to, surrender or deliver, without further liability on  the  part  of
Secured Party to account therefor, all or any part of the Collateral to or  upon
the  written  order  of  Pledgor,  permit substitutions  therefor  or  additions
thereto,  and  accept  the  receipt of Pledgor for any Collateral,  or  proceeds
thereof,  which receipt shall be a full and complete discharge of Secured  Party
with respect to the Collateral so delivered and proceeds so paid.

      The  rights  and  powers  of Secured Party under this  Agreement  (a)  are
cumulative  and  do  not exclude any other right which Secured  Party  may  have
independent of this Agreement and (b) may be exercised or not exercised  at  the
discretion  of  Secured  Party (i) without regard  to  any  rights  of  Pledgor,
(ii)  without  forfeiture  or  waiver because of any  delay  in  the  exercising
thereof, (iii) without imposing any liability on Secured Party for so exercising
or  failing  to  exercise and (iv) in the event of a single or partial  exercise
thereof,  without precluding further exercise thereof.  No delay or omission  on
the part of Secured Party in exercising any right or remedy under this Agreement
shall  operate  as  a waiver of such right or remedy or of any  other  right  or
remedy  under this Agreement and no waiver shall be construed as  a  bar  to  or
waiver  of any right or remedy in the future.  The rights and powers of  Secured
Party  under  this  Agreement shall inure to the benefit of its  successors  and
permitted  assigns.  Any and all liabilities and obligations  of  Pledgor  under
this  Agreement  shall be binding upon the successors and permitted  assigns  of
Pledgor.  Pledgor  may  not  assign, transfer or delegate  any  of  its  rights,
obligations or duties under this Agreement without the prior written consent  of
Secured Party.

      Pledgor  agrees  to  do such further acts and things and  to  execute  and
deliver such additional conveyances, assignments, agreements and instruments  as
Secured  Party  may  at  any  time reasonably request  in  connection  with  the
administration or enforcement of this Agreement or related to the Collateral  or
any  part thereof or in order to better assure and confirm to Secured Party  its
rights,  powers  and  remedies  under this  Agreement.   Pledgor  hereby  makes,
constitutes  and  appoints  Secured  Party  the  true  and  lawful   agent   and
attorney-in-fact of Pledgor with full power of substitution to, if an  Event  of
Default  has  occurred and is continuing or if Pledgor fails to do so  upon  the
demand of Secured Party, execute, endorse and deliver such agreements, documents
and  instruments  and to take such other action in the name  and  on  behalf  of
Pledgor  as  may  be necessary or appropriate to carry out the  intent  of  this
Agreement,  including, without limitation, the grant of the  security  interests
and  liens granted under this Agreement, and to perfect and protect the security
interests  and  liens granted to Secured Party in respect of the Collateral  and
Secured Party's rights created under this Agreement, which power of attorney  is
irrevocable  during  the term of this Agreement.  Pledgor  hereby  consents  and
agrees  that  the  issuers of or obligors in respect of the  Collateral  or  any
registrar  or  transfer agent for any of the Collateral  shall  be  entitled  to
accept  the provisions of this Agreement as conclusive evidence of the right  of
Secured Party to effect any transfer pursuant to this Agreement, notwithstanding
any other notice or direction or the contrary heretofore, now or hereafter given
by Pledgor or any other Person (unless consented to in writing by Secured Party)
to any such issuers or obligors or to any such registrar or transfer agent.

      Except  as  otherwise  specified in this Agreement, any  notice,  request,
demand,  consent or other communication under this Agreement shall be in writing
and  delivered  in person or sent by telecopy, recognized overnight  courier  or
registered  or certified mail, return receipt requested and postage prepaid,  if
to  Pledgor at the address or telecopy number of Pledgor listed on the signature
page(s)  of  this Agreement, or if to Secured Party at 721 Locust Street,  First
Floor,  Bank  Lobby,  St. Louis, Missouri 63101, Attention:  Commercial  Lending
Department,  Telecopy No. (314) 418-8090, or at such other address  or  telecopy
number  as  either  party may designate as its address or  telecopy  number  for
communications under this Agreement by notice so given.  Such notices  shall  be
deemed effective on the day on which delivered or sent if delivered in person or
sent  by  telecopy (with answerback confirmation received), on the  first  (1st)
Business  Day  after  the  day on which sent, if sent  by  recognized  overnight
courier  or  on the third (3rd) Business Day after the day on which  mailed,  if
sent by registered or certified mail.

      It  is  the intention of the parties hereto that this Agreement is entered
into  pursuant to the provisions of the Missouri UCC.  Any applicable provisions
of  the  Missouri  UCC, not specifically included in this  Agreement,  shall  be
deemed  a  part of this Agreement in the same manner as if set forth  herein  at
length;  and  any provisions of this Agreement that might in any  manner  be  in
conflict  with any provision of the Missouri UCC shall be deemed to be  modified
so  as  not  to  be  inconsistent with the Missouri UCC.  In all  respects  this
Agreement and all transactions under this Agreement, and all the rights  of  the
parties, shall be governed as to validity, construction, enforcement and in  all
other  respects  by  the  substantive laws of the  State  of  Missouri  (without
reference  to  conflict  of  law  principles);  provided,  however,   that   the
perfection,  the effect of the perfection or non-perfection and the priority  of
the security interests and liens created by this Agreement shall in all respects
be  governed, construed, applied and enforced in accordance with the substantive
laws  of  the  applicable jurisdiction.  To the extent  any  provision  of  this
Agreement  is  not  enforceable under applicable law, such  provision  shall  be
deemed null and void and shall have no effect on the remaining portions of  this
Agreement.

     This Agreement shall continue in full force and effect and the security
interests and liens granted hereby and all of the representations, warranties,
covenants and agreements of Pledgor under this Agreement and all of the terms,
conditions and provisions of this Agreement relating thereto shall continue to
be fully operative until such time as (a) all of the Secured Obligations shall
have been fully, finally and indefeasibly paid in cash, (b) no Letters of Credit
shall remain outstanding, (c) there shall be no remaining commitment or
obligation of Secured Party to advance funds, make loans, issue letters of
credit or extend credit to or for the account of Pledgor under the Loan
Agreement or any of the other Transaction Documents or otherwise, (d) the Loan
Agreement shall have expired or been terminated in accordance with its terms and
(e) the Company Guaranty shall have been terminated in accordance with its
terms. At such time as (a) all of the Secured Obligations shall have been fully,
finally and indefeasibly paid in cash, (b) no Letters of Credit shall remain
outstanding, (c) there shall be no remaining commitment or obligation of Secured
Party to advance funds, make loans, issue letters of credit or extend credit to
or for the account of Pledgor under the Loan Agreement or any of the other
Transaction Documents or otherwise, (d) the Loan Agreement shall have expired or
been terminated in accordance with its terms and (e) the Company Guaranty shall
have expired or been terminated in accordance with its terms, Secured Party
will, upon the written request of and at the expense of Pledgor, terminate this
Agreement and return to Pledgor any Collateral then in the possession of Secured
Party. If claim is ever made on Secured Party for repayment or recovery of any
amount or amounts received by Secured Party in payment or on account of any of
the Secured Obligations (including payment under a guaranty or from application
of collateral) and Secured Party repays all or part of said amount by reason of
(a) any judgment, decree or order of any court or administrative body having
jurisdiction over Secured Party or any property of Secured Party or (b) any
settlement or compromise of any such claim effected by Secured Party with any
such claimant (including, without limitation, Pledgor), then and in such event
Pledgor agrees that any such judgment, decree, order, settlement or compromise
shall be binding on Pledgor, notwithstanding any cancellation of any note,
guaranty or other instrument or agreement evidencing such Secured Obligations or
of this Agreement, and this Agreement shall continue to be effective or be
reinstated, as the case may be, and shall secure the payment of the amount so
repaid or recovered to the same extent as if such amount had never originally
been received by Secured Party.  This Agreement shall continue to be effective
or be reinstated, as the case may be, if (a) at any time any payment of any of
the Secured Obligations is rescinded or must otherwise be returned by Secured
Party upon the insolvency, bankruptcy or reorganization of Pledgor or otherwise,
all as though such payment had not been made or (b) this Agreement is released
in consideration of a payment of money or transfer of property or grant of a
security interest by Pledgor or any other Person and such payment, transfer or
grant is rescinded or must otherwise be returned by Secured Party upon the
insolvency, bankruptcy or reorganization of such Person or otherwise, all as
though such payment, transfer or grant had not been made.

     PLEDGOR HEREBY IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
ANY MISSOURI STATE COURT SITTING IN THE CITY OR COUNTY OF ST. LOUIS, MISSOURI OR
ANY  UNITED STATES OF AMERICA COURT SITTING IN THE EASTERN DISTRICT OF MISSOURI,
EASTERN  DIVISION, AS SECURED PARTY MAY ELECT, IN ANY SUIT, ACTION OR PROCEEDING
ARISING  OUT  OF OR RELATING TO THIS AGREEMENT, (B) AGREES THAT  ALL  CLAIMS  IN
RESPECT TO ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE HELD AND DETERMINED IN ANY
OF  SUCH  COURTS,  (C)  WAIVES,  TO THE FULLEST EXTENT  PERMITTED  BY  LAW,  ANY
OBJECTION WHICH PLEDGOR MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF  ANY
SUCH  SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT, (D) WAIVES ANY CLAIM
THAT  SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN  AN  INCONVENIENT  FORUM AND (E) WAIVES ALL RIGHTS OF ANY OTHER  JURISDICTION
WHICH  PLEDGOR MAY NOW OR HEREAFTER HAVE BY REASON OF ITS PRESENT OR  SUBSEQUENT
DOMICILES.  PLEDGOR  (AND  BY  ITS  ACCEPTANCE  HEREOF,  SECURED  PARTY)  HEREBY
IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION IN WHICH
PLEDGOR  AND  SECURED  PARTY ARE PARTIES RELATING TO OR ARISING  OUT  OF  OR  IN
CONNECTION WITH THIS AGREEMENT.

      IN  THE  EVENT  ANY  OF THE SECURED OBLIGATIONS ARE PAYABLE  UPON  DEMAND,
NEITHER THIS AGREEMENT NOR ANYTHING CONTAINED HEREIN SHALL BE DEEMED TO ALTER OR
IMPINGE UPON THE DEMAND CHARACTER OF SUCH SECURED OBLIGATIONS.

      IN WITNESS WHEREOF, Pledgor has executed this Stock Pledge Agreement as of
the 12th day of March, 2002.

                              LABARGE, INC. (Pledgor)


                              By
                              Title:

                              Address of Chief Executive Office:

                              9900A Clayton Road
                              St. Louis, Missouri 63178
                              Attention: Chief Financial Officer

                              Telecopy No.: (314) 812-9438