10KSB

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

     [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                    For the Fiscal year ended April 30, 2008

     [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                 For the transition period from to ____ to ____

                         Commission file number 0-22760

                               Elecsys Corporation
                 (Name of small business issuer in its charter)

                  Kansas                                   48-1099142
      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                   Identification No.)

        846 N. Mart-Way Court Olathe, KS                      66061
    (Address of principal executive offices)               (Zip Code)

                     Issuer's telephone number (913)647-0158

Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:

    Common Stock, $.01 par value                   American Stock Exchange
          (Title of class)                           (Name of Exchange)

     Check  whether  the issuer is not  required  to file  reports  pursuant  to
Section 13 or 15(d) of the Exchange Act [ ].
     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes (X)
No ( )
     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
     Indicate by check mark whether registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ( ) No (X)

     State issuer's revenues for its most recent fiscal year.    $23,418,369

     State the aggregate market value of the voting stock held by non-affiliates
of the issuer on July 1, 2008,  based  upon the  average  bid and ask prices for
such stock on that date was $20,238,292. The number of shares of Common Stock of
the issuer outstanding as of July 1, 2008 was 3,285,437.

                       DOCUMENTS INCORPORATED BY REFERENCE
The information contained in Items 9, 10, 11, 12, and 14 of Part III of this
Form 10-KSB have been incorporated by reference to our Proxy Statement for our
Annual Meeting of Stockholders to be filed with the Securities and Exchange
Commission within 120 days after the close of the fiscal year ended April 30,
2008.

Transitional Small Business Disclosure Form (Check One): Yes (  )   No  (X)

                                       1

                      ELECSYS CORPORATION AND SUBSIDIARIES
                                   FORM 10-KSB
                            Year Ended April 30, 2008

                                      INDEX
                                                                            Page
PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                               3

ITEM 2.  DESCRIPTION OF PROPERTY                                              10

ITEM 3.  LEGAL PROCEEDINGS                                                    10

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  10


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES             11

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION            12

ITEM 7.  FINANCIAL STATEMENTS                                                 22

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE                                  22

ITEM 8A(T).  CONTROLS AND PROCEDURES                                          22

ITEM 8B.  OTHER INFORMATION                                                   23


PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
         AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a)
         OF THE EXCHANGE ACT                                                  24

ITEM 10.  EXECUTIVE COMPENSATION                                              24

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS                          24

ITEM 12.  CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND
          DIRECTOR INDEPENDENCE                                               24

ITEM 13.  EXHIBITS                                                            24

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                              25


SIGNATURES                                                                    26

                                       2

                                     Part I

Item 1. DESCRIPTION OF BUSINESS

General

     Elecsys Corporation ("Elecsys," the "Company," or "we"), through our wholly
owned subsidiaries, provides electronic manufacturing services, custom LCDs,
ultra-rugged mobile computing devices, and wireless remote monitoring solutions
to numerous industries worldwide. Our customer base spans many markets including
the aerospace, industrial, communications, transportation, military, medical,
and energy infrastructure industries.

     DCI, Inc. ("DCI") provides electronic design and manufacturing services for
original equipment manufacturers ("OEMs") in the aerospace, transportation,
communications, safety, security and other industrial product markets. DCI has
specialized expertise and capabilities to design and efficiently manufacture
custom electronic assemblies that integrate a variety of specialized interface
technologies, such as custom LCDs, keypads, and touchscreens with circuit boards
and other electronic components. DCI seeks to become an extension of the OEM's
organization by providing key expertise that enables rapid development and
manufacture of electronic products from product conception through volume
production.

     Radix Corporation ("Radix") designs, develops, and implements ultra-rugged
handheld computing solutions for tough environments where data integrity is
paramount. Its products, which include handheld computers, printers,
peripherals, and application software, are deployed in over 70 countries in
applications that include utilities, transportation logistics, traffic and
parking enforcement, route accounting/deliveries, and inspection and
maintenance. Our flexibility to custom configure solutions tailored to specific
requirements has provided opportunities to expand our product offerings into new
industries.

     Network Technologies Group, Inc. ("NTG") designs, markets, and provides
remote monitoring solutions for the oil and gas pipeline industry as well as
other industries that require remote monitoring. NTG's wireless remote
monitoring devices utilize the existing cellular and satellite infrastructure
and its Watchdog CP Web Monitor to provide full time, wireless status monitoring
and alarm notification regarding the performance of multiple types of systems
over the internet. This highly reliable network, combined with its
internet-based front-end, provides NTG's customers with active monitoring and
control of a large population of field-deployed remote monitoring devices.

     Elecsys was incorporated in Kansas in 1991, and in February 2000, the
Company entered the electronics manufacturing services ("EMS") business with our
acquisition of DCI.

     In November 2004, the Company acquired certain assets, including all of the
proprietary technology, and assumed certain liabilities of Network Technologies
Group, LLC ("NTG, LLC"). The acquired assets were transferred to the Company's
new wholly owned subsidiary, NTG. NTG, LLC supplied remote monitoring solutions
utilizing the digital control channels of the nation's cellular telephone
network and established its initial market in the oil and gas pipeline industry.

     In September 2007, the Company, through its newly formed and wholly owned
subsidiary,

                                       3

Radix Corporation, acquired substantially all of the tangible assets, as well as
all of the intellectual property and intangible assets and assumed certain
liabilities of Radix International Corporation and its subsidiary of Salt Lake
City, Utah. Radix had built a reputation for reliability and support over its
history of manufacturing ultra-rugged mobile computing devices.

Business

     DCI. DCI provides a range of design, manufacturing, integration and testing
services to OEMs that desire a cost-effective single source for the development
and production of custom electronic assemblies that integrate specialized
interface technologies with flexible electronic production. Our strategy is to
leverage our expertise as an EMS provider that can integrate specialized
technologies, such as custom LCD fabrication, user interfaces, and
microelectronic assembly, to provide solutions to our customers' electronic
interface needs. We design, manufacture, integrate, and test a wide variety of
electronic assemblies, including circuit boards, high-frequency electronic
modules, microelectronic assemblies, and full turn-key products, along with
custom LCD devices and modules. The electronic interfaces, assemblies, and LCDs
we produce, or import, are used in aerospace, industrial, communications,
medical, transportation, and military products and other applications. The
Company's operating business segments are located in the Company's 60,000 square
foot production and headquarters facility located in Olathe, Kansas. Although
DCI operations utilize the majority of the facility, we believe that there is
sufficient surplus capacity to accommodate anticipated near-term growth for all
of our subsidiaries.

     DCI is registered to the ISO 9001:2000 international quality standard,
having received initial ISO 9001 certification in November 2000. DCI is also
registered to the ISO 13485:2003 standard, which governs the design and
manufacture of medical devices. We are also registered with the U.S. Department
of State, Directorate of Defense Trade Controls for the production of restricted
military and defense items in compliance with the Arms Export Control Act (AECA)
and the International Traffic in Arms Regulations (ITAR).

     Sales at DCI are made primarily to customers in the United States, Canada
and a few other international markets, which are serviced primarily by in-house
sales and program management personnel. We view our OEM customers as strategic
partners and work to provide them with broad technical services and excellent
customer care. A strategic operating objective is to form long-term business
relationships with our customers by developing technological interdependence
between the Company and the customer.

     The DCI engineering staff provides hardware design, software design and
component engineering services to OEMs. Our manufacturing processes produce
assemblies incorporating both conventional electronic packaging and high-density
configurations, including ball grid array (BGA) and microelectronic
technologies. We maintain manufacturing capabilities that include automated
surface mount technology component placement, automated solder paste application
and soldering, automated through-hole component insertion, wire bonded chip on
board microelectronic assembly, and complete in-circuit and functional testing
services. We integrate our customers' electronic assemblies with numerous
specialized interface technologies such as custom LCDs, keypads, Touchscreens,
and other user input devices as well as application specific backlights and
illumination sources.

     Our LCD fabrication process produces custom LCDs that are used to display
information in a

                                       4

variety of applications from commercial and consumer to aerospace and medical
products. We fabricate highly specialized and low-to-medium volume custom LCD
devices in our Class 10000 cleanroom located in our Olathe facility. We also
maintain relationships with several offshore LCD manufacturers to source our
higher volume customer requirements. We are capable of designing and
manufacturing a complete display module involving both the custom LCD device and
the supporting electronics. We believe a limited number of our competitors
currently have the capability to produce such complete modules.

     We believe our design, manufacturing, and integration capabilities,
combined with materials management expertise, make us an effective single
resource for product development and production that allows customers to
integrate their supply chains and reduce their vendor bases. We focus our
marketing efforts on OEMs whose products require the integration of custom
electronic interface devices, such as LCDs, or custom input devices, with
specialized electronic manufacturing. Our ideal customer requires both design
and manufacturing services and places a high value on quality, reliable delivery
and customer service. This strategy of focusing on specialized display and
interface technologies differentiates DCI from conventional domestic EMS
providers.

     We view the integration of electronic manufacturing services with
specialized niche technologies to be a large and growing market. It is our
primary focus to grow internally through both our existing customer base and the
addition of new customers, for which our expertise in EMS, displays, display
integration, and customer service is a single-source solution. To further
develop our business and complement our internal growth strategy, we will
continue to selectively evaluate opportunities that will permit us to leverage
our capabilities. We will continue to explore complementary niche technologies
in order to expand our technological capabilities and drive our growth into
additional sectors of the EMS market. We will look at businesses where we see an
opportunity to add complementary customers and capabilities, or purchase assets
at reasonable prices.

     Radix. Radix designs, develops, and implements ultra-rugged handheld
computing solutions for use in demanding environments where data integrity is
paramount. Radix has built a reputation for reliability and support and markets
what are considered to be some of the most rugged, reliable, and easy-to-use
handheld computers and portable printers in the world. Our field proven
products, which include handheld computers, printers, peripherals, and
application software, are deployed in over 70 countries in a variety of critical
applications. Engineering and production operations for Radix are located in the
Company's 60,000 square foot production and headquarters facility in Olathe,
Kansas, where a majority of Radix's electronic subassemblies are manufactured by
DCI. Radix also maintains a 5,000 square foot sales and support facility in Salt
Lake City, Utah. Several worldwide satellite locations provide sales and
technical support to our customers and business partners.

     Radix sells its products and services to both private firms and government
affiliated end users worldwide. We utilize both a direct sales force and a
network of specialized business partners located throughout the world. In many
cases, we combine our hardware and software products with those of our business
partners to create an integrated solution for our mutual customers. Radix
products can be found in utilities, law enforcement, transportation, logistics
tracking, maintenance, and other critical applications in rugged environments.
The Radix reputation for supplying innovative, reliable, and easy-to-use
products and our commitment to provide superior support has earned Radix many
customers and business partners around the world.

                                       5

     Radix handheld computers are designed to withstand the extreme
environmental conditions found in our customers' demanding applications. Our
equipment is designed to exceed the industry's highest specifications for shock,
vibration, and environmental ruggedness. Radix products operate throughout a
wide temperature range, are completely waterproof and submersible, and are
resistant to dust, oil and solvents. To enhance customer productivity and
facilitate training, our proprietary design keyboards can be customized for
different languages and applications. Based on Windows(R) CE.NET operating
systems and high performance Intel XScale(R) architecture, our handheld devices
make use of industry standard components that simplify application development.

     Radix offers a comprehensive range of cutting edge peripheral equipment
including printers, scanners, and communications devices. Radix manufactures a
full line of bar code readers, radio frequency identification (RFID) scanners,
and image capture devices, as well as magnetic stripe and smart card readers. A
wide range of communication options are supported including Ethernet, USB,
Bluetooth(R), WiFi, GSM/GPRS, and CDMA. Since these are custom integrated
devices designed by Radix, all of these options can be added without
compromising the environmental durability of our equipment. In addition to
integrated peripherals, Radix can provide multiple accessories, including
chargers, loaders, carrying cases, and vehicle mounts.

     In addition to handheld computing hardware, Radix also provides the Utility
Management System (UMS), a complete meter reading solution designed to meet the
unique requirements of the utility meter reading market. Available in multiple
languages, UMS is a highly configurable data capture application that provides
advanced route management to hundreds of utilities worldwide. UMS offers
configurable file formats, custom handheld configuration, and professional
reports and seamlessly interfaces to most automatic meter reading (AMR)
technologies, as well as existing billing systems.

     Our commitment to customers extends beyond the delivery and installation of
our hardware. Radix provides factory direct support to our customers and
business partners through a customer service department staffed with highly
experienced technical professionals. Radix products are offered with
comprehensive support and maintenance agreements to ensure that systems remain
fully operational and deliver the expected benefits to our customers.

     We believe Radix Corporation is an established leader in the specialized
ultra-rugged handheld computing market. We believe that the market for rugged
mobile computing equipment is very large and expanding at a rapid rate. We are
committed to developing and supplying the best products and services for the
markets that demand secure mobile computing solutions for use in the harshest
environments. Radix remains committed to providing our customers with the most
durable and reliable products backed up with the best service and support in the
industry.

     NTG. NTG provides wireless, internet-based remote monitoring equipment and
network data services for industrial monitoring applications. Our strategy is to
focus product and market development on industrial monitoring applications that
require wide-area wireless networking technologies and proprietary field
application hardware. NTG provides various application specific remote
monitoring units that are integrated with centralized data services that operate
using the Company's WatchdogCP Web Monitor software and data center. The newly
unveiled WatchdogCP Web Monitor system is based on our proprietary ScadaNET
Network(TM) technology. In addition to initial equipment revenue, each remote
monitor generates monthly network services revenue. NTG currently operates out
of a portion of the Company's 60,000 square foot production and headquarters
facility located in Olathe,

                                       6

Kansas, where a majority of NTG's electronic subassemblies are manufactured by
DCI. Sales at NTG are primarily conducted through, in-house direct marketing and
sales efforts combined with independent sales representatives with expertise in
the pipeline corrosion protection market and national and regional trade
expositions. We currently sell our remote monitoring products and services
throughout North America.

     The WatchdogCP Web Monitor is comprised of a variety of remote monitoring
devices that use either the digital data channels of the analog or digital
cellular network infrastructure or the Inmarsat-D satellite data transmission
system to link into an internet-based back-end network and customer/user
interface. The remote devices, proprietary designs and technology pioneered by
the Company monitor functions such as voltages, currents, temperatures, levels,
and pressures, and allow control activity to take place at remote sites. By
utilizing the capacity, coverage, and capability of the existing cellular and
satellite based wireless infrastructure, the WatchdogCP Web Monitor can receive
data from and deliver information out to remote devices. When combined with our
internet-based user interface, our customers can directly access and control a
large population of field-deployed remote monitoring devices at an attractive
cost.

     NTG has initially targeted the cathodic protection ("CP") market for North
American pipelines where numerous applications currently exist for our products
and services. The millions of miles of buried pipelines that carry gas, oil,
water, and other products throughout North America corrode due to the
interaction of the metals with underground moisture. Pipeline operators
constantly fight this natural corrosion process to protect their pipeline assets
and comply with strictly enforced federal regulations that require corrosion
protection, assessment, and monitoring. Pipelines are generally protected with
CP rectifiers deployed along the pipeline that establish a voltage between the
pipeline and the surrounding soil to arrest corrosion activity. Historically,
pipeline organizations employ corrosion technicians who travel from site to site
to verify the operation of CP systems. There currently are vast numbers of
CP-related sites in North America with thousands of additional sites being
installed each year. A small number of these sites are remotely monitored at the
present time. We feel that the availability of cellular and satellite digital
data channels, and the low cost of sending periodic, by-exception data over the
wireless infrastructure, is an ideal means to automate the monitoring and data
collection tasks required by the pipeline CP industry. To date, over 6,000 NTG
remote monitors have been deployed in various applications and locations that
provide recurring network services revenues to the Company.

     During the past year, NTG has integrated globally compatible wireless
communications techniques into our products, while using the same centralized,
internet-centric network to provide network services from our data centers in
Olathe, Kansas and Kansas City, Missouri. This move into global digital data
services allows us to expand our markets from North America to a global scale.
NTG will continue to explore opportunities to both expand into additional
markets with our proprietary product lines and to design new products. We will
continue to focus product and market development on niche applications that
leverage complete client solutions, wireless networking technologies, and
proprietary field application hardware.

Competition

     There are numerous domestic and foreign EMS providers with which DCI
competes. Many of these competitors are substantially larger than DCI, with
greater financial, operating, manufacturing and

                                       7

marketing resources, including Flextronics International Ltd., Sanmina-SCI
Corporation, and Celestica, Inc. Many have broader geographic breadth, a broader
range of services, and established overseas operations. There are a limited
number of LCD manufacturers located in the United States. There are also
numerous foreign manufacturers who export LCD products into our primary customer
markets. Our ability to integrate custom LCDs and other specialized electronic
interface technologies with electronic assemblies helps differentiate us from
our competitors. Our management team believes that the principal competitive
factors in target markets for DCI are product quality, reliability in meeting
product delivery schedules, flexibility and timeliness in responding to design
and schedule changes, pricing, and technological sophistication. To remain
competitive, DCI must provide technologically advanced manufacturing services,
maintain quality levels, deliver finished products on a reliable basis, offer
flexible delivery schedules, and compete effectively on total value.

     There are many domestic and foreign manufacturers that compete with Radix
in the rugged handheld computing markets. Many of these competitors are
substantially larger than Radix, with greater financial, operating, and
marketing resources, including companies such as Motorola, Inc., Honeywell
International, and Intermec, Inc. Many have broader geographic breadth and offer
a broader range of services. Radix competes in the ultra-rugged segment of the
overall mobile computing market, where we believe we enjoy certain competitive
advantages that differentiate us from the larger competitors. Radix management
believes that significant competitive factors in our segment of the market
include reliability, performance, support, and the ability to rapidly customize
solutions. There are also several smaller firms that participate in the
ultra-rugged segment of the market. We believe that Radix competes favorably
with respect to these competitors.

     While there are numerous competitors in the general remote monitoring
market, some that are much larger than NTG, we participate in specialized
industrial sectors of the market where we believe NTG has a significant portion
of the market and possesses certain product technology advantages. In the CP
remote monitoring market, American Innovations, Ltd. is a direct competitor that
is comparable to NTG in size. There are also several smaller firms that
participate in the CP remote monitoring market. Management believes the
significant competitive factors in our markets include reliability, features,
performance, and price. We believe that NTG's current proprietary products and
the WatchdogCP Web Monitor compete favorably with respect to these factors.

Sources and Availability of Raw Materials and Principal Suppliers

     The raw materials used in the manufacture of our products are primarily
electronic components and parts. These components and parts are readily
available from a number of sources in the United States and abroad. From time to
time, some components we use have been subject to shortages, and suppliers have
been forced to allocate available quantities among their customers. We attempt
to actively manage our business in a way that minimizes our exposure to these
potential shortages, but we may experience component shortages that could cause
us to delay shipments to customers, which could result in lower net sales and
operating results.

     In addition to manufacturing our own products, we have close working
relationships with companies both in the United States and in some foreign
countries to provide component assemblies and finished goods that are
manufactured to the Company's specifications. Although multiple suppliers are
available for such items, if the Company were to lose one or more of the current
suppliers, some delay and additional costs may be incurred while we obtain and
qualify alternative sources.

                                       8

Patents, Trademarks and Licenses

     Through NTG, the Company owns or licenses multiple patents dealing with
control channel communication techniques over the cellular network and other
communication concepts. Some of these patents deal specifically with the CP
market currently being pursued by NTG and have influence on the Company's
competitive status. The Company intends to use these intellectual property
assets to both protect its competitive position and to license certain
technology. The average remaining life of these patents is approximately 12
years.

     NTG holds federal trademark registrations for marks used in the Company's
business as follows: ScadaNET, ScadaNET Network, CellularRTU, ConfigRTU, CPi,
CellularRMU, RMUvi, and P2S.

Research and Development

     At DCI, we design and manufacture custom products and assemblies for OEM
customers on a contract basis and thus are not engaged in any independent,
self-funded research and development programs. We develop proprietary mobile
computing and remote monitoring products at Radix and NTG, respectively. These
products are targeted at specific industry applications and involve electronic
hardware and system software design. Total research and development expenses at
Radix and NTG were approximately $616,000 and $258,000 for the fiscal years 2008
and 2007, respectively. The Company believes that our internal engineering
resources combined with qualified third-party engineering consultants will be
able to satisfy the current needs of our customer bases.

Effect of Governmental Regulations

     Our operations are subject to certain federal, state and local regulations
concerning waste management and health and safety matters. We believe that we
operate in material compliance with all applicable requirements and do not
anticipate any material expenditure in maintaining compliance. New, modified, or
more stringent requirements or enforcement policies could be adopted in the
future that could result in material costs and liabilities that could adversely
affect our business.

Effect of Environmental Regulations

     The Company is not aware of any federal, state, or local provisions
regulating the discharge of materials into the environment or otherwise relating
to the protection of the environment with which compliance by the Company has
had, or is expected to have, a material effect upon the capital expenditures,
earnings, or competitive position of the Company.

Dependence on One or a Few Major Customers

     Sales to one customer (Radix International Corporation) accounted for 4%
and 26% of our total sales in fiscal 2008 and 2007, respectively. Sales to our
five largest customers decreased to 27% of total sales for fiscal 2008 as
compared to 51% of total sales for fiscal 2007. The decrease in sales to our
five largest customers in fiscal 2008 is primarily the result of the acquisition
of Radix International Corporation's assets and assumption of certain
liabilities during the year. Since September 18, 2007,

                                       9

the date of acquisition, these sales are being accounted for as intercompany
sales and are eliminated upon consolidation of the subsidiaries. Radix
International Corporation was a new customer in 2007 and this contributed to the
increase in sales to our five largest customers when compared to fiscal 2006, in
which sales to our five largest customers were 39% of total sales. The loss of
one or more of these major customers would have a substantial impact on our
business. In order to minimize the impact the loss of any one customer might
have on our business, we seek to expand and diversify our customer base. We are
focusing our increased sales efforts on new market segments and are attempting
to increase our market penetration across all geographic areas in the United
States, Canada and selected international markets. The new market segments
include additional industrial controls and products, aerospace applications and
medical devices. We continue to add, develop and transition our internal sales
force in an effort to effectively develop opportunities for new products in new
markets. We have, in the last few years, seen improved results from these
efforts, as demonstrated by an expanding customer base and a smaller percentage
of total sales to our top five customers. In fiscal 2007 the addition of one
major new customer impacted those efforts but in the current fiscal year our
sales to our top five customers declined to 27% from 51% in fiscal 2007.
Additional analysis of the fiscal years preceding fiscal 2007 also shows a
decline in sales to our top five customers which were 39% in fiscal 2006, 45% in
fiscal 2005 and 47% in fiscal 2004.

Total Number of Employees

     At April 30, 2008, we had a total of 157 full time employees and 1
part-time employee. None of our employees are represented by a labor
organization or subject to a collective bargaining agreement. Our management
team believes that our relationship with our employees is good.


Item 2. DESCRIPTION OF PROPERTY

     In September 2006, we moved into our current facility located at 846 N.
Mart-Way Court in Olathe, Kansas. Each of our subsidiaries utilizes the
facility's 60,100 sq ft for their operations and administration. We currently
use approximately 50,000 sq ft for manufacturing operations, including our
stockroom, LCD cleanroom and production, and production support. The remaining
approximately 10,000 sq ft is used for administration, engineering and
marketing.

     Our Radix subsidiary also leases approximately 5,600 sq ft of office space
near Salt Lake City, Utah for its sales offices and customer support center.


Item 3. LEGAL PROCEEDINGS

     From time to time, we are a party to routine litigation that is incidental
to the business. Currently there is no pending or outstanding litigation against
the Company. The Company is not aware of any proceedings pending or contemplated
by a governmental authority.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     We did not submit any matter to a vote of security holders, through a
solicitation of proxies or otherwise, during the fourth quarter of our fiscal
year ended April 30, 2008.

                                       10

                                     Part II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
        BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Stock Trading

The Company's common stock trades on the American Stock Exchange under the
symbol "ASY".

Common Stock Price Range and Dividend Information

The prices in the table below represent the high and low sales prices for
Elecsys common stock as reported by the American Stock Exchange for the two
preceding fiscal years. No cash dividends were declared during such time. As of
April 30, 2008, the Company had approximately 200 stockholders of record.

               Fiscal Year 2008            High                   Low
                                    ------------------- ------------------------
               First Quarter              $8.99                  $5.63
               Second Quarter              7.35                   5.06
               Third Quarter               8.22                   4.90
               Fourth Quarter              6.50                   5.00
               For the Year               $8.99                  $4.90

               Fiscal Year 2007            High                   Low
                                    ------------------- ------------------------
               First Quarter              $4.78                  $3.61
               Second Quarter              5.80                   4.11
               Third Quarter               5.61                   4.46
               Fourth Quarter              6.36                   4.70
               For the Year               $6.36                  $3.61

                                       11

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

     Elecsys is a publicly traded company that provides electronic manufacturing
services, custom LCDs, ultra-rugged mobile computing devices, and wireless
remote monitoring solutions to numerous industries worldwide. We operate our
business through three wholly-owned subsidiaries, DCI, Inc. ("DCI"), Radix
Corporation ("Radix") and NTG, Inc. ("NTG").

     DCI provides electronic design and manufacturing services for original
equipment manufacturers ("OEMs") in the aerospace, transportation,
communications, safety, security and other industrial product markets. DCI has
specialized expertise and capabilities to design and efficiently manufacture
custom electronic assemblies which integrate a variety of specialized interface
technologies, such as custom LCDs, keypads, and touchscreens with circuit boards
and other electronic components. DCI seeks to become an extension of the OEM's
organization by providing key expertise that enables rapid development and
manufacture of electronic products from product conception through volume
production.

     Radix designs, develops, and implements ultra-rugged handheld computing
solutions for tough environments where data integrity is paramount. Its
field-proven products, which include handheld computers, printers, peripherals,
and application software, are deployed in over 70 countries in applications that
include utilities, transportation logistics, traffic and parking enforcement,
route accounting/deliveries, and inspection and maintenance. Radix has built a
reputation for reliability and support over its lengthy history. Our flexibility
to custom configure solutions tailored to specific requirements has provided
opportunities to expand our product offerings into new industries.

     NTG designs, markets, and provides remote monitoring solutions for the oil
and gas pipeline industry as well as other industries that require remote
monitoring. NTG's wireless remote monitoring devices utilize the existing
cellular and satellite infrastructure and its Watchdog CP Web Monitor to provide
full time, wireless status monitoring and alarm notification regarding the
performance of multiple types of systems over the internet. This highly reliable
network, combined with its internet-based front-end, provides NTG's customers
with active monitoring and control of a large population of field-deployed
remote monitoring devices.

     On December 19, 2006, the Company announced that its NTG subsidiary had
acquired the product lines, technology, customer base and intellectual property,
including a pending patent application, of Advanced Monitoring & Control, Inc.
("AMCI") for approximately $90,000 plus additional royalty payments. The entire
purchase price was allocated to the customer list. AMCI was a competitor of NTG
in the business of remote monitoring of oil and gas pipelines as well as other
various remote monitoring applications.

     The Company renewed and increased its operating line of credit to
$5,000,000 on August 15, 2007. This line of credit provides the Company and its
subsidiaries with short-term financing for their working capital requirements.
On April 11, 2008, the Company and its financial institution amended the
agreement, increasing the total amount available under the operating line of
credit to $6,000,000 and modifying its variable interest rate. The line of
credit now accrues interest at the prime rate with a minimum interest rate of
5.50% (5.50% at April 30, 2008). The line of credit is secured by accounts

                                       12

receivable and inventory and expires on August 14, 2008. Its borrowing capacity
is calculated as a specified percentage of accounts receivable and inventory.
The line of credit contains various covenants, including certain financial
performance covenants pertaining to the maintenance of debt to net worth and
minimum net worth ratios. As of April 30, 2008 the Company was in violation of
its minimum tangible net worth covenant as a result of acquiring a significant
amount of intangible assets in the Radix transaction. The Company received a
waiver of the covenant from its financial institution for the period ended April
30, 2008. There were $3,836,000 and $1,525,000 in borrowings outstanding on the
credit facility as of April 30, 2008 and 2007, respectively.

     On September 18, 2007, the Company, through its newly formed and wholly
owned subsidiary, Radix Corporation, acquired the assets and assumed certain
liabilities of Radix International Corporation and its subsidiary of Salt Lake
City, Utah. The Company acquired approximately $4.56 million in tangible assets,
including accounts receivable and inventory, as well as all of the intellectual
property and intangible assets owned by Radix International Corporation and its
subsidiary. In the transaction, the Company's new subsidiary assumed accounts
payable of $2.2 million due to the Company's DCI subsidiary, assumed an
additional amount of approximately $2.3 million in liabilities, and incurred
acquisition costs of over $50,000. The transaction also includes contingent
consideration based on the annual revenues of the acquired business over the
next five years. The revenue-based contingency is limited to approximately $2.2
million and is subject to certain considerations that may impact the total
amount to be paid.

Results of Operations

     The following table sets forth for the periods presented, certain statement
of operations data (in thousands) of the Company:

                                                                          Years Ended
                                                       ---------------------------------------------------

                                                              April 30, 2008            April 30, 2007

        Sales                                               $23,418    100.0%         $19,809     100.0%
        Cost of products sold                                15,182     64.8%          13,958      70.5%
                                                       ---------------------------------------------------
        Gross margin                                          8,236     35.2%           5,851      29.5%
        Selling, general and Administrative expenses          6,526     27.9%           4,323      21.8%
                                                       ---------------------------------------------------
        Operating income                                      1,710      7.3%           1,528       7.7%
        Interest expense                                      (491)    (2.1%)           (310)     (1.6%)
        Gain on sale of property                                 --      0.0%             324       1.6%
        Other income, net                                        20      0.1%              11       0.1%
                                                       ---------------------------------------------------
        Net income before taxes                               1,239      5.3%           1,553       7.8%
        Income tax expense                                      551      2.4%             507       2.5%
                                                       ---------------------------------------------------
        Net income                                             $688      2.9%          $1,046       5.3%
                                                       ===================================================
        Net income per share -  Basic                         $0.21                     $0.32
                                                       ==============             =============
        Net income per share -  Diluted                       $0.20                     $0.31
                                                       ==============             =============

                                       13

     Sales for the fiscal year ended April 30, 2008 were approximately
$23,418,000, an increase of $3,609,000, or 18.2%, from $19,809,000 for fiscal
2007.
     DCI. Sales at DCI were approximately $16,477,000, a decrease of $2,422,000,
or 12.8%, from $18,899,000 from the prior year. The sales from the prior year
included $4,454,000 in sales to the former Radix Corporation. Sales to the
former Radix Corporation totaled approximately $872,000 for the period from May
1, 2007 to September 17, 2007. External sales reported at DCI no longer include
sales made to our Radix subsidiary after September 18, 2007. Overall, sales to
outside customers at DCI, excluding sales to both NTG and Radix in both
comparable periods, were $15,605,000 for the year ended April 30, 2008, an
increase of $1,160,000, or 8.0%, from the $14,445,000 for the year ended April
30, 2007. The increase in sales at DCI to outside customers resulted from
increased shipments to existing and new customers. We expect sales volumes to
outside customers at DCI to decrease slightly over the next two fiscal quarters,
and we expect growth to occur in the second half of the 2009 fiscal year. This
expectation is based upon scheduled shipments to customers currently recorded in
our backlog, combined with anticipated future bookings.
     Radix. Sales at the Company's newest subsidiary, Radix, totaled
approximately $3,249,000 since the acquisition date of September 18, 2007. The
revenues were mainly the result of sales of rugged hand held computer hardware
and peripherals as well as maintenance contract revenues. We anticipate
increasing revenues at Radix over the next few quarters as integration efforts
are completed and the investments made in sales, marketing, and support
initiatives begin to mature.
     NTG. Sales volumes at NTG were $3,692,000 for the year ended April 30, 2008
an increase of $2,783,000, or 306%, from the year ended April 30, 2007. The
increase in sales at NTG resulted from shipments of new products and equipment
upgrades of $3,276,000 during the period and additional network messaging
service revenues which totaled $262,000 for the period. Sales at NTG are
expected to continue increasing next quarter as compared to the previous year
period as a result of anticipated demand for both our digital cellular and
satellite-based WatchdogCP products.

     Total consolidated backlog at April 30, 2008 was approximately $5,166,000,
a decrease of approximately $5,237,000, or 50.3%, from a total backlog of
$10,403,000 on April 30, 2007 and a decrease of $1,934,000 from a total backlog
of $7,100,000 on January 31, 2008. As of April 30, 2007, the backlog of orders
at DCI included approximately $3,668,000 in orders from the former Radix
International Corporation that are no longer reported in consolidated backlog.
The amount of total consolidated backlog at April 30, 2008, includes purchase
orders in place from our customers at each of the three subsidiaries that are
scheduled for shipment in future periods but excludes any intercompany purchase
orders. The following table presents total backlog by subsidiary for the periods
ended April 30, 2008 and 2007 (in thousands):

                                       April 30, 2008         April 30, 2007
                                     -------------------    -------------------
          DCI, Inc.                              $7,888                 $9,688
          NTG, Inc.                                 108                    820
          Radix Corporation                         589                     --
          Less intercompany backlog             (3,419)                  (105)
                                     -------------------    -------------------

          Total                                  $5,166                $10,403
                                     ===================    ===================

     Gross margin for the year ended April 30, 2008, was 35.2% of sales, or
$8,236,000, compared to 29.5% of sales, or $5,851,000, for the year ended April
30, 2007. The increase in gross margin of

                                       14

approximately $2,385,000 is primarily the result of increased sales volumes at
NTG and the additional sales from Radix. Due to the proprietary nature of their
products, these subsidiaries generate higher gross margins than DCI.
     DCI. DCI's gross margin was approximately $5,360,000, or 32.5%, for the
period as compared to approximately $5,514,000, or 29.2%, for the comparable
period of the prior year primarily as a result of product mix to its outside
customers.
     Radix. The gross margin at Radix for the year ended April 30, 2008 was
approximately $1,380,000 or 42.5%.
     NTG. The gross margin at NTG was approximately $1,496,000, or 40.5%, for
the year ended April 30, 2008 as compared to approximately $337,000, or 37.1%,
for the year ended April 30, 2007. The increase in gross margin at NTG was due
to the increased sales volumes with NTG's products and an increase in messaging
services, which includes the AMCI customer accounts added as part of the AMCI
asset acquisition.
     We expect that consolidated gross margins over the next few quarters will
remain in the range of 30% to 35%.

     Selling, general and administrative ("SG&A") expenses increased $2,203,000,
or 50.9%, to $6,526,000 in the year ended April 30, 2008 from $4,323,000 in the
fiscal year ended April 30, 2007. SG&A expenses were 27.9% of sales for the
fiscal year ended April 30, 2008 as compared to 21.8% of sales for the fiscal
year ended April 30, 2007.

     DCI. SG&A expenses at DCI increased $36,000 from the prior year period.
During the prior year period, DCI's SG&A expenses included moving and relocation
expenses of approximately $100,000. Excluding those moving and relocation
expenses, the increase in SG&A expenses in the current period was mainly due to
increases in personnel and personnel-related expenses in the administration and
engineering departments resulting from our growth.
     Radix. The addition of Radix also added approximately $1,712,000 in SG&A
expenses during the period, contributing to the overall increase in operating
expenses. Included in Radix's SG&A expenses were approximately $160,000
specifically related to the costs of the transaction and the move of product
integration, engineering, and service operations to Olathe, Kansas facility.
     NTG. SG&A expenses at NTG increased $339,000 from the prior year period as
a result of royalty payments to AMCI combined with increased personnel costs and
increased marketing and travel expenses.
     Elecsys Corporation. Corporate expenses were approximately $116,000 higher
than fiscal 2007 as a result of higher accounting and consulting expenses.
     Excluding the effects of only having a partial year of expenses at Radix as
a result of the timing of the Radix acquisition, we anticipate that our SG&A
expenses will decrease slightly over the near term as the current period
contained moving, relocation and legal expenses related to the Radix transaction
that are not expected to be recurring. We will continue to invest in the
continuing growth at DCI as well as intensify our investment in product
development, marketing, and sales at both NTG and Radix.

     Interest expense was $491,000 and $310,000 for the fiscal years ended April
30, 2008 and 2007, respectively. This increase of $181,000 was the direct result
of interest expense on our operating line of credit during the period that
resulted from an increase in the average amount outstanding on the line of
credit as a result of using the line of credit to finance our growth and
operations, an increase in total overall outstanding borrowings and increases in
the variable interest rates on the Company's borrowings

                                       15

during the period. As of April 30, 2008, there was $3,836,000 outstanding on the
line of credit and an additional $4,179,000 in outstanding long-term borrowings.

     Income from operations before income taxes totaled $1,239,000 for the year
ended April 30, 2008. During the fiscal year ended April 30, 2007, the Company
reported income from operations before income taxes of $1,553,000 which included
a gain on the sale of its Lenexa facility of approximately $324,000, net of
selling expenses.

     Income tax expense totaled approximately $551,000 and $507,000 for the
years ended April 30, 2008 and 2007, respectively. The increase of $44,000 was
the result of $97,000 of adjustments to income tax expenses due to the impact of
FIN 48 which was partially offset by lower taxable income as compared to fiscal
2007. The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes ("FIN 48") at the beginning of the fiscal year. FIN 48 requires
that the Company recognize the financial statement benefit, or liability, of a
tax position only after determining that the relevant tax authority would more
likely than not sustain the position following an audit. For tax positions
meeting the more likely than not threshold, the amount recognized in the
financial statements is the largest benefit that has a greater than 50%
likelihood of being realized upon ultimate settlement with the relevant tax
authority. The Company recognized an additional $97,000 of income tax liability
for accrued income taxes, penalties and interest related to its tax positions.

     As a result of the above, net income was $688,000, or $0.20 per diluted
share, for the fiscal year ended April 30, 2008 as compared to net income of
$1,046,000, or $0.31 per diluted share, as reported for the year ended April 30,
2007.


Liquidity and Capital Resources
     Cash and cash equivalents decreased $146,000 to $357,000 as of April 30,
2008 compared to $503,000 at April 30, 2007. This decrease was the result of
cash used for new production equipment, increases in inventory and accounts
receivable, a decrease in accounts payable which were partially offset by cash
borrowed for the assets and liabilities purchased for the Radix acquisition as
well as borrowings on our operating line of credit. In the Radix acquisition,
the Company assumed accounts payable of $2.2 million due to the Company's DCI
subsidiary, assumed an additional amount of approximately $2.3 million in
liabilities, and incurred acquisition costs of over $50,000.

     Operating activities. Our consolidated working capital decreased
approximately $2,171,000 from $4,546,000 in consolidated working capital at the
end of the 2007 fiscal year to $2,375,000 at the end of the 2008 fiscal year due
to increases in current liabilities primarily associated with the Radix asset
acquisition and in our efforts to build up product inventory at both Radix and
NTG to meet anticipated demand. Total accounts receivable also increased from
the prior year with an increase in sales in the last fiscal quarter from both
NTG and Radix. Operating cash receipts during the fiscal year ended April 30,
2008 totaled over $21,150,000 while cash disbursements for operations, which
includes purchases of inventory and operating expenses, were approximately
$24,743,000. The Company utilizes its line of credit when necessary in order to
pay suppliers and meet operating cash requirements.

     Investing activities. The $603,000 of cash used in investing activities
during the year ended April 30, 2008 was primarily the result of the purchases
of new production equipment to increase production capacity and improve
productivity at our DCI subsidiary.

                                       16

     Financing activities. For the year ended April 30, 2008, cash provided by
financing activities totaled $2,573,000 and included the addition of a new
$550,000 loan to meet financing obligations under the acquisition agreement with
Radix International Corporation. Also during the period, total borrowings on our
operating line of credit were $5,028,000 which was primarily utilized to finance
the operations of our subsidiaries. Payments on the operating line of credit
during the year ending April 30, 2008 were approximately $2,717,000 which
resulted in an outstanding balance on the line of credit of $3,836,000 as of
April 30, 2008.

     The Company increased its operating line of credit to $5,000,000 on August
15, 2007 and amended the agreement on April 11, 2008. The amendment increased
the operating line of credit to $6,000,000 and modified its variable interest
rate. The line of credit now accrues interest at the prime rate with a minimum
interest rate of 5.50% (5.50% at April 30, 2008) and has an interest rate floor
of 5.50%. The line of credit is secured by accounts receivable and inventory and
is available for working capital. It expires on August 14, 2008 and its
borrowing capacity is calculated as a specified percentage of accounts
receivable and inventory. The line of credit contains various covenants,
including certain financial performance covenants pertaining to the maintenance
of debt to net worth and minimum net worth ratios. As of April 30, 2008 the
Company was in violation of its minimum tangible net worth covenant as a result
of the Radix transaction in which the amount of intangible assets was
significant. The Company received a waiver of the covenant from its financial
institution for the period ended April 30, 2008. There were $3,836,000 in
borrowings outstanding on the credit facility as of April 30, 2008.

     Although there can be no assurances, we believe that existing cash, the
cash expected to be generated from the operations of our subsidiaries, amounts
available under our line of credit, and amounts available from trade credit,
will be sufficient to finance our currently anticipated working capital needs,
our capital expenditures for the foreseeable future, and our scheduled debt
repayments.

     The following table summarizes our contractual obligations as of April 30,
2008 (in thousands):

                                                              For Fiscal Years Ending April 30,
                               Total         2009         2010        2011        2012        2013      Thereafter
                              ---------    ---------    ---------    --------    --------    -------    ------------
Contractual obligations:
  Series A IRB Bonds
     (Building Debt)            $3,508         $115         $121        $128        $134       $142          $2,868
  Interest payments              2,322          212          202         195         186        178           1,349
  Operating leases                 292          121          119          51           1         --              --
  Radix Note                       454          176          193          85          --         --              --
  Land Note                        217           18           20          22          23         25             109
                              ---------    ---------    ---------    --------    --------    -------    ------------
Total                           $6,793         $642         $655        $481        $344       $345          $4,326
                              =========    =========    =========    ========    ========    =======    ============


                                      Amount available at         Amount owed at
          Other obligations:             April 30, 2008           April 30, 2008              Expiration
                                     -----------------------    -------------------    -----------------------
            Line of credit                 $6,000,000                $3,836,000             August 14, 2008

                                       17

Critical Accounting Policies

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and related disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. We cannot assure you that actual results
will not differ from those estimates. We believe the following critical
accounting policies affect our more significant judgments and estimates used in
the preparation of our consolidated financial statements.

     Revenue Recognition. We derive revenue from the manufacture of production
units of electronic assemblies, liquid crystal displays, remote monitoring
equipment and ultra-rugged handheld computers and peripherals. We also derive
revenue from repairs and non-warranty services, engineering design services,
remote monitoring services and maintenance contracts. Production and repaired
units are billed to the customer after they are shipped. Remote monitoring
services and maintenance contracts are billed and the revenue recognized at the
end of the month after the services or maintenance periods are completed. For
customers that utilize our engineering design services, we bill the customer and
recognize revenue after the design services or tooling have been completed. We
require our customers to provide a binding purchase order to verify the
manufacturing services to be provided. Typically, we do not have any
post-shipment obligations that would include customer acceptance requirements,
training, installation or other services.

     Inventory Valuation. Our inventories are stated at the lower of cost, using
the first-in, first-out (FIFO) method, or market value. Our industry is
characterized by rapid technological change, short-term customer commitments and
rapid changes in demand, as well as other market considerations. We make
provisions for estimated excess and obsolete inventory based on our quarterly
reviews of inventory quantities on hand and the latest forecasts of product
demand and production requirements from our customers. We review our inventory
in detail on a quarterly basis utilizing a 24-month time horizon. Individual
part numbers that have not had any usage in a 24-month time period are examined
by manufacturing personnel for obsolescence, excess and fair value. Parts that
are not identified for common use or are unique to a former customer or
application are categorized as obsolete and are discarded as part of our
quarterly inventory write-down. If actual market conditions or our customers'
product demands are less favorable than those projected, additional inventory
write-downs may be required. The reserve balance is analyzed for adequacy along
with the inventory review each quarter.

     Allowance for Doubtful Accounts. Accounts receivable are carried at
original invoice amount less an estimate made for doubtful receivables based on
a review of all outstanding amounts on a monthly basis. We determine the
allowance for doubtful accounts by regularly evaluating individual customer
receivables and considering a customer's financial condition and credit history,
and current economic conditions. Receivables are written off when deemed
uncollectible. Recoveries of receivables previously written off are recorded
when received. The majority of the customer accounts are considered past due
after 30 days. Interest is not charged on past due accounts for the majority of
our customers.

     Warranty Reserve. We have established a warranty reserve for rework,
product warranties and customer refunds. We provide a limited warranty for a
period of one year from the date of receipt of our products by our customers and
our standard warranties require us to repair or replace defective products at no
cost to the customer or refund the customer's purchase price. The warranty
reserve is

                                       18

based on historical experience and analysis of specific known and potential
warranty issues. The product warranty liability reflects management's best
estimate of probable liability under our product warranties.

     Goodwill. Goodwill is initially measured as the excess of the cost of an
acquired business over the fair value of the identifiable net assets acquired.
We do not amortize goodwill, but rather review its carrying value for impairment
annually (April 30), and whenever an impairment indicator is identified. Our
annual impairment test is performed at year-end. The goodwill impairment test
involves a two-step approach. The first step is to identify if potential
impairment of goodwill exists. If impairment of goodwill is determined to exist,
the second step of the goodwill impairment test measures the amount of the
impairment using a fair value-based approach.

     Intangible assets. Intangible assets consist of patents, trademarks,
copyrights, customer relationships and capitalized software. Intangible assets
are amortized over their estimated useful lives using the straight-line method.

     Impairment of Long-Lived Intangible Assets. Long-lived assets, including
amortizable intangible assets, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset or group
of assets may not be fully recoverable. These events or changes in circumstances
may include a significant deterioration of operating results, changes in
business plans, or changes in anticipated future cash flows. If an impairment
indicator is present, we evaluate recoverability by a comparison of the carrying
amount of the assets to future undiscounted cash flows expected to be generated
by the assets. If the sum of the expected future cash flows is less than the
carrying amount, we would recognize an impairment loss. An impairment loss would
be measured by comparing the amount by which the carrying value exceeds the fair
value of the long-lived assets and intangibles.

                                       19

Selected Quarterly Financial Data (Unaudited)

     The following table sets forth selected unaudited financial information for
the Company for the four fiscal quarters of the years ended April 30, 2008 and
2007. This unaudited information has been prepared on the same basis as the
annual financial statements contained elsewhere herein, and in the opinion of
the Company, reflects all adjustments for a fair presentation thereof. The
following table is qualified by reference to and should be read in conjunction
with the consolidated financial statements, related notes thereto and other
financial data included elsewhere herein.

                                                                Three Months Ended
                                   July 31, 2007       October 31, 2007       January 31, 2008       April 30, 2008
                                   -------------       ----------------       ----------------       --------------
                                                      (In thousands, except per share data)
Sales                                     $4,787                 $5,602                 $6,135               $6,894
Gross margin                               1,515                  1,796                  2,402                2,523
Operating income                             354                    140                    526                  690
Income before taxes                          266                     16                    390                  567
Net income                                  $174                    $10                   $241                 $263
Net income per share - Basic               $0.05                  $0.00                  $0.07                $0.08
Net income per share - Diluted             $0.05                  $0.00                  $0.07                $0.08
Net cash (used in) provided by
    operating activities                  $(856)               $(1,253)                 $(215)                 $208


                                                                Three Months Ended
                                   July 31, 2006       October 31, 2006       January 31, 2007       April 30, 2007
                                   -------------       ----------------       ----------------       --------------
                                                      (In thousands, except per share data)
Sales                                     $3,862                 $5,596                 $5,173               $5,178
Gross margin                               1,314                  1,660                  1,448                1,429
Operating income                             333                    490                    297                  408
Income before taxes                          306                    403                    520                  324
Net income                                  $169                   $241                   $310                 $326
Net income per share - Basic               $0.05                  $0.07                  $0.10                $0.10
Net income per share - Diluted             $0.05                  $0.07                  $0.09                $0.09
Net cash (used in) provided by
    operating activities                     $31                    $10                 $(696)                 $542

New Accounting Pronouncements

     In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, Fair Value
Measurements ("SFAS 157"). SFAS 157 establishes a common definition for fair
value to be applied to U.S. GAAP guidance requiring use

                                       20

of fair value, establishes a framework for measuring fair value, and expands
disclosure about such fair value measurements. FASB Staff Position No. SFAS
157-2 was issued in February 2008. SFAS 157-2 delayed the application of SFAS
157 for non-financial assets and non-financial liabilities, except items that
are recognized or disclosed at fair value in the financial statements on a
recurring basis, until fiscal years beginning after November 15, 2008. The
Company is required to adopt SFAS 157 in the first quarter of fiscal year 2010.
The Company believes that the financial impact, if any, of adopting SFAS 157
will not result in a material impact to its financial statements.

     In February 2007, the FASB, issued SFAS No. 159 ("SFAS 159"), The Fair
Value Option for Financial Assets and Financial Liabilities. Under SFAS 159, the
Company may elect to report financial instruments and certain other items at
fair value on a contract-by-contract basis with changes in value reported in
earnings. This election is irrevocable. SFAS 159 provides an opportunity to
mitigate volatility in reported earnings that is caused by measuring hedged
assets and liabilities that were previously required to use a different
accounting method than the related hedging contracts when the complex hedge
accounting provisions of SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, are not met. SFAS 159 is effective for fiscal years
beginning after November 15, 2007. The Company is required to adopt SFAS 159 in
the first quarter of fiscal year 2009. The Company believes that the financial
impact, if any, of adopting SFAS 159 will not result in a material impact to its
financial statements.

     In December 2007, the FASB issued SFAS No. 160 ("SFAS 160"), Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB No. 51. SFAS
160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. SFAS 160 is effective for the Company in its
fiscal year beginning May 1, 2009. The Company does not believe the adoption of
this statement will have a material impact on its financial position and results
of operations.

     In December 2007, the FASB issued SFAS No. 141R ("SFAS 141R"), Business
Combinations. SFAS 141R establishes principles and requirements for how the
acquirer of a busness recognizes and measures in its financials statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. SFAS 141R also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. SFAS 141R is
effective for the Company's fiscal year beginning May 1, 2009. The Company does
not believe the adoption of this statement will have a material impact on its
financial position and results of operations.

Forward Looking Statements

     This annual report on Form 10-KSB contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including, but
not limited to, our statements on strategy, operating forecasts, and our working
capital requirements and availability. In addition, from time to time, the
Company or its representatives have made or may make forward-looking statements,
orally or in writing. Such forward-looking statements may be included in, but
are not limited to, various filings made by the

                                       21

Company with the Securities and Exchange Commission, press releases or oral
statements made by or with the approval of an authorized executive officer of
the Company. Forward-looking statements consist of any statement other than a
recitation of historical fact and can be identified by the use of
forward-looking terminology such as "may," "expect," "anticipate," "estimate,"
or "continue" or the negative thereof or other variations thereon or comparable
terminology. Actual results could differ materially from those projected or
suggested in any forward-looking statements as a result of a wide variety of
factors and conditions, including, but not limited to, an inability on the part
of the Company to successfully market and grow NTG, Radix and DCI, the Company's
dependence on its top customers, reliance on certain key management personnel,
an inability to grow the Company's customer base, potential growth in costs and
expenses, an inability to refinance the Company's existing debt on terms
comparable to those now in existence, potential deterioration of business or
economic conditions for the Company's customers' products, price competition
from larger and better financed competitors, and the factors and conditions
described in the discussion of "Results of Operations" and "Liquidity and
Capital Resources" as contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations of this annual report, as well as
those included in other documents the Company files from time to time with the
Securities and Exchange Commission, including the Company's quarterly reports on
Form 10-QSB and current reports on Form 8-K. Holders of the Company's securities
are specifically referred to these documents with regard to the factors and
conditions that may affect future results. The reader is cautioned that the
Company does not have a policy of updating or revising forward-looking
statements and thus he or she should not assume that silence by management of
the Company over time means that actual events are bearing out as estimated in
such forward-looking statements.


Item 7. FINANCIAL STATEMENTS

     The information required by Item 310(a) of Regulation S-B is provided on
pages F-1 through F-26 of this filing on Form 10-KSB and is hereby incorporated
by reference herein.


Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     We have no disagreements with our independent registered public accounting
firm through the date of this filing.


Item 8A(T). CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures. The Company's
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the Company's disclosure
controls and procedures, as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of the end of the period covered by this report. Based on such
evaluation, these officers have concluded that the Company's disclosure controls
and procedures are effective to provide reasonable assurance that information
required to be disclosed in our periodic filings under the Exchange Act is
accumulated and communicated to our management, including those officers, to
allow timely decisions regarding required disclosure.

                                       22

     (b) Management's Report on Internal Control over Financial Reporting. The
Company's management is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. Management has assessed the Company's internal control over
financial reporting in relation to criteria described in Internal Control -
Integrated Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this assessment using those criteria, management
concluded that, as of April 30, 2008, the Company's internal control over
financial reporting was effective.

     This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to the rules of
the Securities and Exchange Commission that permit the Company to provide only
management's report in this annual report.

     (c) Changes in internal controls. There were no significant changes in the
Company's internal controls over financial reporting or in other factors that in
management's estimates are reasonably likely to materially affect the Company's
internal controls over financial reporting subsequent to the date of the
evaluation.

Item 8B. OTHER INFORMATION

     None.

                                       23

                                    Part III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
        GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The Company has adopted a Code of Ethics for the Company's officers and
directors. A copy of the Code of Ethics may be obtained without charge on the
Company website (www.elecsyscorp.com) or by contacting the Company's Secretary
at the Company's headquarters, 846 N. Mart-Way Court, Olathe, Kansas 66061. The
Company will satisfy any disclosure requirements under Item 5.05 of Form 8-K
regarding an amendment to, or waiver from, any provision of the Code of Ethics
by disclosing the nature of such amendment or waiver on our website or in a
report on Form 8-K.

     The remaining information required to be disclosed pursuant to this Item 9
is incorporated by reference to our Proxy Statement for our Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission within 120
days after the close of the year ended April 30, 2008.


Item 10. EXECUTIVE COMPENSATION

     Incorporated by reference to our Proxy Statement for our Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission within 120
days after the close of the year ended April 30, 2008.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

     Incorporated by reference to our Proxy Statement for our Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission within 120
days after the close of the year ended April 30, 2008.


Item 12. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

     Incorporated by reference to our Proxy Statement for our Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission within 120
days after the close of the year ended April 30, 2008.


Item 13. EXHIBITS

     The list of exhibits following the signature page of this Annual Report on
Form 10-KSB is incorporated by reference herein.

                                       24

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Incorporated by reference to our Proxy Statement for our Annual Meeting of
Stockholders to be filed with the Securities and Exchange Commission within 120
days after the close of the year ended April 30, 2008.

                                       25

                                   Signatures

     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       ELECSYS CORPORATION



Date:  July 23, 2008                   By:  /s/ Karl B. Gemperli
                                         ---------------------------------------
                                           Karl B. Gemperli
                                           President and Chief Executive Officer
                                           Principal Executive Officer

     In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the date indicated:


         /s/ Karl B. Gemperli                               Date:  July 23, 2008
- --------------------------------------------
Karl B. Gemperli
President, Chief Executive Officer and Director
Principal Executive Officer


         /s/ Todd A. Daniels                                Date:  July 23, 2008
- --------------------------------------------
Todd A. Daniels
Vice President and Chief Financial Officer
Principal Financial Officer and Principal Accounting Officer


         /s/ Robert D. Taylor                               Date:  July 23, 2008
- --------------------------------------------
Robert D. Taylor
Chairman of the Board of Directors


         /s/ Stan Gegen                                     Date:  July 23, 2008
- --------------------------------------------
Stan Gegen
Director

                                       26

                                  EXHIBIT INDEX

NUMBER    DESCRIPTION
3.1       Articles of Incorporation

          (a)  The amended Articles of Incorporation of the Company dated
               September 14, 1994, attached as Exhibit 3.1 pages 19-55 of the
               Company's Form 10-KSB, filed July 31, 1995 with the Securities
               and Exchange Commission is incorporated herein by reference.

          (b)  An amendment to the Articles of Incorporation of the Company
               dated November 1, 2000, attached as Exhibit 4.2 of the Company's
               Form S-8, filed June 19, 2000 with the Securities and Exchange
               Commission, is incorporated herein by reference.

3.2       By-Laws

          The Restated By-Laws of the Company dated October 1, 1993, attached as
          Exhibit 3.2, of the Company's Registration Statement, Form SB-2, filed
          November 29, 1993 with the Securities and Exchange Commission, are
          incorporated herein by reference.

4         Instruments Defining the Rights of Security Holders

          A specimen stock certificate representing shares of the common stock,
          par value $.01 per share, attached as Exhibit 4.1 of the Company's
          Registration Statement, Form SB-2, filed November 29, 1993 with the
          Securities and Exchange Commission, is incorporated herein by
          reference.

10        Material Contracts

          (a)  Restated 1991 Stock Option Plan attached as Exhibit 10.5 of the
               Company's Registration Statement, Form SB-2, filed November 29,
               1993 with the Securities and Exchange Commission, is incorporated
               herein by reference.

          (b)  Amendment of the Company's Restated 1991 Stock Option Plan,
               increasing the number of shares of Common Stock subject to option
               thereunder from 375,000 shares to 475,000 approved by the
               shareholders at the annual stockholders meeting held September
               15, 1998, attached as Exhibit 10(cc) of the Company's Form 10-KSB
               filed July 29, 1999 with the Securities and Exchange Commission,
               is incorporated herein by reference.

          (c)  Form of Stock Option Agreement for Restated 1991 Stock Option
               Plan, attached as Exhibit 10(c) of the Company's Form 10-KSB
               filed July 29, 2002 with the Securities and Exchange Commission,
               is incorporated herein by reference.

          (d)  Form of Non-Employee Director Stock Option Agreement for Restated
               1991 Stock Option Plan attached as Exhibit 10(d) of the Company's
               Form 10-KSB filed July 29, 2002 with the Securities and Exchange
               Commission, is incorporated herein by reference.

          (e)  Employment Agreement dated December 6, 1999, by and between the
               Company and Karl Gemperli attached as Exhibit 10(cc) of the
               Company's Form 10-KSB, filed July 28, 2000, with the Securities
               and Exchange Commission is incorporated herein by reference.

          (f)  Supplemental Agreement dated February 28, 2001, between the
               Company and Karl Gemperli, attached as Exhibit 10(mm) of the
               Company's Form 10-QSB, filed March 19, 2001, with the Securities
               and Exchange Commission, is incorporated herein by reference.

          (g)  Trust Indenture dated September 1, 2006 between the City of
               Olathe, Kansas, and UMB Bank, N.A. as Trustee attached as Exhibit
               10.1 of the Company's Form 10-QSB filed December 11, 2006 with
               the Securities and Exchange Commission, is incorporated herein by
               reference.

          (h)  Lease Agreement dated September 1, 2006 between the City of
               Olathe, Kansas, and DCI Holdings FAE, LLC attached as Exhibit
               10.2 of the Company's Form 10-QSB filed December 11, 2006 with
               the Securities and Exchange Commission, is incorporated herein by
               reference.

          (i)  Guaranty Agreement dated September 1, 2006 among DCI, Inc.,
               Elecsys Corporation, and NTG, Inc., and UMB Bank, N.A. as Trustee
               attached as Exhibit 10.3 of the Company's Form 10-QSB filed
               December 11, 2006 with the Securities and Exchange Commission, is
               incorporated herein by reference.

          (j)  Bond Pledge Agreement dated September 1, 2006 between DCI, Inc.
               and Bank Midwest, N.A. attached as Exhibit 10.4 of the Company's
               Form 10-QSB filed December 11, 2006 with the Securities and
               Exchange Commission, is incorporated herein by reference.

          (k)  Promissory Note dated November 15, 2006 between DCI, Inc. and
               Bank Midwest, N.A. attached as Exhibit 10.7 of the Company's Form
               10-QSB filed December 11, 2006 with the Securities and Exchange
               Commission, is incorporated herein by reference.

          (l)  Commercial Guaranty dated November 15, 2006 between DCI, Inc. and
               Bank Midwest, N.A. and Elecsys Corporation attached as Exhibit
               10.8 of the Company's Form 10-QSB filed December 11, 2006 with
               the Securities and Exchange Commission, is incorporated herein by
               reference.

          (m)  Commercial Guaranty dated November 15, 2006 between DCI, Inc. and
               Bank Midwest, N.A. and NTG, Inc. attached as Exhibit 10.9 of the
               Company's Form 10-QSB filed December 11, 2006 with the Securities
               and Exchange Commission, is incorporated herein by reference.

          (n)  Mortgage dated November 15, 2006 between DCI, Inc. and Bank
               Midwest, N.A. attached as Exhibit 10.10 of the Company's Form
               10-QSB filed December 11, 2006 with the Securities and Exchange
               Commission, is incorporated herein by reference.

          (o)  Business Loan Agreement (Asset Based) dated August 15, 2007
               between Elecsys Corporation and Bank Midwest, N.A. attached as
               Exhibit 10.1 of the Company's Form 10-QSB filed September 10,
               2007 with the Securities and Exchange Commission, is incorporated
               herein by reference.

          (p)  Change in Terms Agreement dated August 15, 2007 between Elecsys
               Corporation and Bank Midwest, N.A. attached as Exhibit 10.2 of
               the Company's Form 10-QSB filed September 10, 2007 with the
               Securities and Exchange Commission, is incorporated herein by
               reference.

          (q)  Promissory Note dated September 25, 2007 between Elecsys
               Corporation and Bank Midwest, N.A. attached as Exhibit 10.1 of
               the Company's Form 10-QSB filed December 21, 2007 with the
               Securities and Exchange Commission, is incorporated herein by
               reference.

          (r)  Asset Purchase Agreement dated August 31, 2007 between ER
               Acquisition Corporation and Radix International Corporation
               attached as Exhibit 99.1 of the Company's Form 8-K/A filed
               December 17, 2007 with the Securities and Exchange Commission, is
               incorporated herein by reference.

          (s)  Waiver relating to Business Loan Agreement between Elecsys
               Corporation and Bank Midwest, N.A. attached as Exhibit 10.1 of
               the Company's Form 10-QSB filed March 10, 2008 with the
               Securities and Exchange Commission, is incorporated herein by
               reference.

21        Subsidiaries of the Company

23.1      Consent of McGladrey & Pullen LLP

31.1      Rule 13a-14(a)/15d-14(a) Certification of President and Chief
          Executive Officer (Principal Executive Officer)

31.2      Rule 13a-14(a)/15d-14(a) Certification of Vice President and Chief
          Financial Officer (Principal Financial and Accounting Officer)

32.1      Section 1350 Certification of President and Chief Executive Officer
          (Principal Executive Officer)

32.2      Section 1350 Certification of Vice President and Chief Financial
          Officer (Principal Financial and Accounting Officer)

                           FINANCIAL STATEMENTS INDEX


Report of Independent Registered Public Accounting Firm . . . . . . . . . . .F-2

Consolidated Balance Sheets as of April 30, 2008 and 2007 . . . . . . . . . .F-3

Consolidated Statements of Operations
    Years Ended April 30, 2008 and 2007 . . . . . . . . . . . . . . . . . . .F-4

Consolidated Statements of Stockholders' Equity
    Years Ended April 30, 2008 and 2007  . . . . . . . . . . . . . . . . . . F-5

Consolidated Statements of Cash Flows
    Years Ended April 30, 2008 and 2007 . . . . . . . . . . . . . . . . . . .F-6

Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . .F-8

                                      F-1

             Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Elecsys Corporation and Subsidiaries

We have audited the accompanying consolidated balance sheets of Elecsys
Corporation and Subsidiaries (the Company) as of April 30, 2008 and 2007, and
the related consolidated statements of operations, stockholders' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Elecsys
Corporation and Subsidiaries as of April 30, 2008 and 2007, and the results of
their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.

As discussed in Note 1 and Note 9 to the financial statements, effective May 1,
2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - an Interpretation of Statements of Financial Accounting
Standards No. 109 ("FIN 48").

We were not engaged to examine management's assertion about the effectiveness of
Elecsys Corporation and Subsidiaries' internal control over financial reporting
as of April 30, 2008 included in this Annual Report under the caption
"Management's Report on Internal Control over Financial Reporting" and,
accordingly, we do not express an opinion thereon.


/s/ McGladrey & Pullen, LLP
Kansas City, Missouri
July 23, 2008

                                      F-2

                      Elecsys Corporation and Subsidiaries
                           Consolidated Balance Sheets
                        (In thousands, except share data)

                                                                    April 30, 2008         April 30, 2007
                                                                   -----------------      -----------------
ASSETS
   Current assets:
      Cash                                                                    $ 357                  $ 503
      Accounts receivable, less allowances of $303
        and $126, respectively                                                3,757                  2,966
      Inventories                                                             6,207                  4,686
      Prepaid expenses                                                           75                     99
      Deferred taxes                                                            781                    767
                                                                   -----------------      -----------------
   Total current assets                                                      11,177                  9,021

   Property and equipment:
      Land                                                                    1,737                  1,737
      Building and improvements                                               3,395                  3,392
      Equipment                                                               3,490                  3,005
                                                                   -----------------      -----------------
                                                                              8,622                  8,134
      Accumulated depreciation                                              (2,249)                (1,806)
                                                                   -----------------      -----------------
                                                                              6,373                  6,328

   Goodwill                                                                   1,544                     82
   Intangible assets, net                                                     1,927                    351
   Other assets, net                                                             77                     71
                                                                   -----------------      -----------------
Total assets                                                                $21,098                $15,853
                                                                   =================      =================

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
      Accounts payable                                                       $2,051                 $2,050
      Accrued expenses                                                        2,042                    708
      Income taxes payable                                                      564                     --
      Notes payable to bank                                                   3,836                  1,525
      Current maturities of long-term debt                                      309                    192
                                                                   -----------------      -----------------
   Total current liabilities                                                  8,802                  4,475

   Deferred taxes                                                               311                    312
   Long-term debt, less current maturities                                    3,870                  3,725

   Stockholders' equity:
      Preferred stock, $.01 par value, 5,000,000 shares
authorized;                                                                      --                     --
        none issued and outstanding
      Common stock, $.01 par value, 10,000,000 shares authorized;
        issued and outstanding - 3,284,937                                       33                     33
      Additional paid-in capital                                              9,117                  9,031
      Accumulated deficit                                                   (1,035)                (1,723)
                                                                   -----------------      -----------------
   Total stockholders' equity                                                 8,115                  7,341
                                                                   -----------------      -----------------
Total liabilities and stockholders' equity                                  $21,098                $15,853
                                                                   =================      =================

See Notes to Consolidated Financial Statements.

                                      F-3

                      Elecsys Corporation and Subsidiaries
                      Consolidated Statements of Operations
                      (In thousands, except per share data)

                                                                           Years Ended April 30,
                                                                    ------------------------------------
                                                                          2008                2007
                                                                    ----------------    ----------------
Sales                                                                       $23,418             $19,809
Cost of products sold                                                        15,182              13,958
                                                                    ----------------    ----------------
Gross margin                                                                  8,236               5,851

Selling, general and administrative expenses                                  6,526               4,323
                                                                    ----------------    ----------------

Operating income                                                              1,710               1,528

Financial income (expense):
  Interest expense                                                            (491)               (310)
  Gain on the sale of property                                                   --                 324
  Other income, net                                                              20                  11
                                                                    ----------------    ----------------
                                                                              (471)                  25
                                                                    ----------------    ----------------

Net income before income tax expense                                          1,239               1,553

Income tax expense                                                              551                 507
                                                                    ----------------    ----------------

Net income                                                                     $688              $1,046
                                                                    ================    ================

Net income per share information:
  Basic                                                                       $0.21               $0.32
  Diluted                                                                     $0.20               $0.31

Weighted average common shares outstanding:
  Basic                                                                       3,285               3,259
  Diluted                                                                     3,452               3,402

See Notes to Consolidated Financial Statements.

                                      F-4

                      Elecsys Corporation and Subsidiaries
                 Consolidated Statements of Stockholders' Equity
                                 (In thousands)

                                                 Common                         Additional                             Total
                                                 Stock             Common         Paid-In         Accumulated       Stockholders'
                                             (# of shares)         Stock          Capital           Deficit            Equity
                                             ---------------    -----------    -------------    ---------------    ---------------
Balance at April 30, 2006                             3,240            $32           $8,926           $(2,769)             $6,189
   Net income                                            --             --               --              1,046              1,046
   Exercise of stock options                             45              1               50                 --                 51
   Share-based compensation expense                      --             --               55                 --                 55
                                             ---------------    -----------    -------------    ---------------    ---------------
Balance at April 30, 2007                             3,285             33            9,031            (1,723)              7,341
   Net income                                            --             --               --                688                688
   Share-based compensation expense                      --             --               86                 --                 86
                                             ---------------    -----------    -------------    ---------------    ---------------
Balance at April 30, 2008                             3,285            $33           $9,117           $(1,035)             $8,115
                                             ===============    ===========    =============    ===============    ===============


See Notes to Consolidated Financial Statements.

                                      F-5

                      Elecsys Corporation and Subsidiaries
                      Consolidated Statements of Cash Flows
                                 (In thousands)

                                                                                   Years ended April 30,
                                                                          --------------------------------------
                                                                                2008                 2007
                                                                          -----------------    -----------------
Cash Flows from Operating Activities:
Net income                                                                            $688               $1,046
Adjustments to reconcile net income to net cash (used in)
 operating activities:
    Share-based compensation expense                                                    86                   55
    Depreciation                                                                       537                  428
    Amortization                                                                       133                   42
    Provision for doubtful accounts                                                     77                   56
    Loss (gain) on disposal of assets                                                    3                (315)
    Deferred taxes                                                                    (15)                  475
    Changes in operating assets and liabilities, net of acquisition
       of assets and assumed liabilities:
      Accounts receivable                                                          (2,345)              (1,116)
      Inventories                                                                    (907)              (1,303)
      Accounts payable                                                               (665)                  725
      Accrued expenses                                                               (286)                (118)
      Income taxes payable                                                             564                   --
      Other, net                                                                        14                 (88)
                                                                          -----------------    -----------------
Net cash (used in) operating activities                                            (2,116)                (113)
                                                                          -----------------    -----------------

Cash Flows from Investing Activities:
Purchases of property and equipment                                                  (585)              (5,737)
Proceeds from disposal of property and equipment                                        --                1,766
Goodwill increase related to acquisition costs                                         (6)                 (33)
Costs incurred for intangible assets                                                    --                 (90)
Acquisition of assets and assumed liabilities, net of cash acquired                   (12)                   --
                                                                          -----------------    -----------------
Net cash (used in) investing activities                                              (603)              (4,094)
                                                                          -----------------    -----------------

Cash Flows from Financing Activities:
Proceeds from exercise of stock options                                                 --                   51
Borrowings on long-term debt                                                           550                4,420
Principal payments on long-term debt                                                 (288)                (503)
Borrowings on notes payable to bank                                                  5,028                7,050
Principal payments on notes payable to bank                                        (2,717)              (6,996)
                                                                          -----------------    -----------------
Net cash provided by financing activities                                            2,573                4,022

                                                                          -----------------    -----------------
Net (decrease) in cash                                                               (146)                (185)
Cash at beginning of year                                                              503                  688
                                                                          -----------------    -----------------
Cash at end of year                                                                   $357                 $503
                                                                          =================    =================

                                      F-6

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest                                              $492                 $270
Cash paid during the period for income taxes                                             2                   37

Supplemental Disclosures of Non-Cash Investing
  and Financing Activities:
Acquisition of assets and assumed liabilities:
  Receivables                                                                         $785                 $ --
  Inventories                                                                          614                   --
  Intangibles                                                                        1,705                   --
  Goodwill                                                                           1,456                   --
  Accounts payable                                                                   (666)                   --
  Accounts payable due to Elecsys Corporation                                      (2,262)                   --
  Accrued expenses                                                                 (1,620)                   --
                                                                          -----------------    -----------------
Total cash paid in acquisition, net of cash acquired                                   $12                 $ --
                                                                          =================    =================


See Notes to Consolidated Financial Statements.

                                      F-7

                      Elecsys Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                 April 30, 2008

1.   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business
     Elecsys Corporation (the "Company") is a publicly traded holding company
with three wholly owned subsidiaries, DCI, Inc. ("DCI"), NTG, Inc. ("NTG"), and
Radix Corporation ("Radix"). DCI provides electronic design and manufacturing
services for original equipment manufacturers ("OEMs") in the aerospace,
transportation, communications, safety, security and other industrial product
markets. DCI has specialized expertise and capabilities to design and
efficiently manufacture custom electronic assemblies which integrate a variety
of innovative display and interface technologies. NTG designs, markets, and
provides remote monitoring solutions for the gas and oil pipeline industry as
well as other industries that require remote monitoring. Radix was created as a
wholly owned subsidiary to acquire the assets and assume certain liabilities of
Radix International Corporation and its subsidiary. The transaction closed on
September 18, 2007 and the results from operations since September 18, 2007 and
its resulting financial condition are included in the Company's consolidated
financial statements. Radix develops, designs and markets ultra-rugged handheld
computers, peripherals and portable printers. The markets served by its products
include utilities, transportation logistics, traffic and parking enforcement,
route accounting/deliveries, and inspection and maintenance.

     The Company's sales are made to customers within the United States, but
also include Canada and several other international markets.

Principles of Consolidation
     The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries, DCI, NTG and Radix. All
significant intercompany balances and transactions have been eliminated in
consolidation.

Use of Estimates
     The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of
revenues and expenses during the period. Actual results could differ from those
estimates.

Cash
     The Company maintains its cash in bank deposit accounts which, at times,
may exceed federally insured limits. Accounts are guaranteed by the Federal
Deposit

                                      F-8

Insurance Corporation ("FDIC") up to $100,000. The Company had bank deposits of
approximately $209,000 and $372,000 in excess of FDIC insured limits as of April
30, 2008 and 2007, respectively. The Company has not experienced any losses due
to this.

Accounts Receivable
     Accounts receivable are carried at original invoice amount less an estimate
made for doubtful receivables based on a review of all outstanding amounts on a
monthly basis. Management determines the allowance for doubtful accounts by
regularly evaluating individual customer receivables and considering a
customer's financial condition and credit history, and current economic
conditions. Receivables are written off when deemed uncollectible. Recoveries of
receivables previously written off are recorded when received. The majority of
the customer accounts are considered past due after the invoice becomes older
than the customer's credit terms (30 days for the majority of customers).
Interest is not charged on past due accounts for the majority of our customers.

Concentration of Credit Risk and Financial Instruments
     The Company grants credit to customers who meet the Company's
pre-established credit requirements. Credit risk is managed through credit
approvals, credit limits, and monitoring procedures. Credit losses are provided
for in the Company's consolidated financial statements and historically have
been within management's expectations.

     Sales to one customer (Radix International Corporation) accounted for 4%
and 26% of total sales in fiscal 2008 and 2007, respectively. Sales to the
Company's five largest customers were 27% of total sales for fiscal 2008
compared to fiscal 2007 in which sales to the Company's five largest customers
were 51% of total sales. The overall decrease in sales to the Company's five
largest customers was primarily driven by the acquisition of the assets and
liabilities of Radix International Corporation and its subsidiary on September
18, 2007. The loss of one or more of these major customers would have a
substantial impact on the Company's business.

     The carrying value of the Company's financial instruments, including cash,
accounts receivable, accounts payable, notes payable and long-term debt, as
reported in the accompanying consolidated balance sheets, approximates fair
value due to their liquid nature (cash, accounts receivable, and accounts
payable) and variable interest rates (for notes payable and long-term debt).

Shipping and Handling Costs
     Shipping and handling costs that are billed to the Company's customers are
recognized as revenues in the period that the product is shipped. Shipping and
handling costs that are incurred by the Company are recognized as cost of sales
in the period that the product is shipped.

Revenue Recognition
     The Company derives revenue from the manufacture of production units of
electronic assemblies, liquid crystal displays, remote monitoring equipment and
ultra-

                                      F-9

rugged handheld computers and peripherals. The Company also derives revenue from
repairs and non-warranty services, engineering design services, remote
monitoring services and maintenance contracts. Production and repaired units are
billed to the customer after they are shipped. Remote monitoring services and
maintenance contracts are billed and the revenue recognized at the end of the
month after the services or maintenance periods are completed. For customers
that utilize the Company's engineering design services, the customer is billed
and revenue is recognized after the design services or tooling have been
completed. The Company requires our customers to provide a binding purchase
order to verify the manufacturing services to be provided. Typically, the
Company does not have any post-shipment obligations that would include customer
acceptance requirements. Radix does provide training and installation services
to its customers and those services are billed and the revenue recognized at the
end of the month after the services are completed. Revenue recognized is net of
sales taxes remitted to the government.

Inventory Valuation
     Inventories are stated at the lower of cost, using the first-in, first-out
(FIFO) method, or market value. The Company's industry is characterized by rapid
technological change, short-term customer commitments and rapid changes in
demand, as well as other market considerations. Provisions for estimated excess
and obsolete inventory are based on quarterly reviews of inventory quantities on
hand and the latest forecasts of product demand and production requirements from
the customers. Inventories are reviewed in detail on a quarterly basis utilizing
a 24-month time horizon. Individual part numbers that have not had any usage in
a 24-month time period are examined by manufacturing personnel for obsolescence,
excess and fair value. Parts that are not identified for common use or are
unique to a former customer or application are categorized as obsolete and are
discarded as part of the quarterly inventory write-down. If actual market
conditions or customers' product demands are less favorable than those
projected, additional inventory write-downs may be required. The reserve balance
is analyzed for adequacy along with the inventory review each quarter.
Inventories, net of reserves of approximately $377,000 and $251,000, are
summarized by major classification as follows (in thousands):

                                                       April 30,
                                                 2008            2007
                                             -------------    ------------
                Raw materials                      $4,725          $2,871
                Work-in-process                       959           1,053
                Finished goods                        523             762
                                             -------------    ------------
                                                   $6,207          $4,686
                                             =============    ============

     The Company has entered into supplier arrangements with some of its larger
customers that allows for the Company to produce finished goods for those
customers based on their forecasted requirements. As of April 30, 2008 and 2007,
finished goods inventory of approximately $118,000 and $244,000, respectively
was directly related to those customer agreements.

                                      F-10

Property and Equipment
     Property and equipment are recorded at cost. Depreciation is computed using
the straight-line method over the following estimated useful lives:

              Description                          Years
              Building and improvements             39
              Equipment                             3-8
              Computers and software                3

Goodwill
     Goodwill is initially measured as the excess of the cost of an acquired
business over the fair value of the identifiable net assets acquired. The
Company does not amortize goodwill, but rather reviews its carrying value for
impairment annually (April 30), and whenever an impairment indicator is
identified. The Company performs its annual impairment test at year-end. The
goodwill impairment test involves a two-step approach. The first step is to
identify if potential impairment of goodwill exists. If impairment of goodwill
is determined to exist, the second step of the goodwill impairment test measures
the amount of the impairment using a fair value-based approach. The Company has
concluded that no impairment existed as of April 30, 2008 or 2007.

Intangible assets
     Intangible assets consist of patents, trademarks, copyrights, customer
relationships and capitalized software. Intangible assets are amortized over
their estimated useful lives using the straight-line method.

Impairment of Long-Lived Intangible Assets
     Long-lived assets, including amortizable intangible assets, are reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset or group of assets may not be fully recoverable.
These events or changes in circumstances may include a significant deterioration
of operating results, changes in business plans, or changes in anticipated
future cash flows. If an impairment indicator is present, the Company evaluates
recoverability by a comparison of the carrying amount of the assets to future
undiscounted cash flows expected to be generated by the assets. If the sum of
the expected future cash flows is less than the carrying amount, the Company
would recognize an impairment loss. An impairment loss would be measured by
comparing the amount by which the carrying value exceeds the fair value of the
long-lived assets and intangibles. Management reviewed the intangible assets for
impairment as of April 30, 2008 and 2007 and determined that no impairment
existed.

Income Taxes
     The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes
("SFAS 109") as clarified by FASB Interpretation No. 48, Accounting for
Uncertainty in

                                      F-11

Income Taxes ("FIN 48"). Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to the differences between the tax
bases of assets and liabilities and their carrying amount for financial
reporting purposes, as measured by the enacted tax rates which will be in effect
when these differences are expected to reverse. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. In assessing the realizability of
deferred income tax assets, the Company considers whether it is "more likely
than not," according to the criteria of SFAS 109, that some portion or all of
the deferred income tax assets will be realized. The ultimate realization of
deferred income tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become
deductible. FIN 48 requires that the Company recognize the financial statement
benefit of a tax position only after determining that the relevant tax authority
would more likely than not sustain the position following an audit. For tax
positions meeting the more likely than not threshold, the amount recognized in
the financial statements is the largest benefit that has a greater than 50%
likelihood of being realized upon ultimate settlement with the relevant tax
authority.

Advertising Costs
     The Company expenses advertising costs as incurred. Advertising expense
charged to operations amounted to approximately $35,000 and $44,000 for the
years ended April 30, 2008 and 2007, respectively.

Research and Development Costs
     The Company expenses research and development costs as incurred. Research
and development expenses were approximately $616,000 and $258,000 for the years
ended April 30, 2008 and 2007, respectively.

Recent Accounting Pronouncements
     In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, Fair Value
Measurements ("SFAS 157"). SFAS 157 establishes a common definition for fair
value to be applied to U.S. GAAP guidance requiring use of fair value,
establishes a framework for measuring fair value, and expands disclosure about
such fair value measurements. FASB Staff Position No. SFAS 157-2 was issued in
February 2008. SFAS 157-2 delayed the application of SFAS 157 for non-financial
assets and non-financial liabilities, except items that are recognized or
disclosed at fair value in the financial statements on a recurring basis, until
fiscal years beginning after November 15, 2008. The Company is required to adopt
SFAS 157 in the first quarter of fiscal year 2010. The Company believes that the
financial impact, if any, of adopting SFAS 157 will not result in a material
impact to its financial statements.

     In February 2007, the FASB, issued SFAS No. 159 ("SFAS 159"), The Fair
Value Option for Financial Assets and Financial Liabilities. Under SFAS 159, the
Company may elect to report financial instruments and certain other items at
fair value on a contract-by-contract basis with changes in value reported in
earnings. This election is

                                      F-12

irrevocable. SFAS 159 provides an opportunity to mitigate volatility in reported
earnings that is caused by measuring hedged assets and liabilities that were
previously required to use a different accounting method than the related
hedging contracts when the complex hedge accounting provisions of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, are not met. SFAS
159 is effective for fiscal years beginning after November 15, 2007. The Company
is required to adopt SFAS 159 in the first quarter of fiscal year 2009. The
Company believes that the financial impact, if any, of adopting SFAS 159 will
not result in a material impact to its financial statements.

     In December 2007, the FASB issued SFAS No. 160 ("SFAS 160"), Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB No. 51. SFAS
160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. SFAS 160 is effective for the Company in its
fiscal year beginning May 1, 2009. The Company does not believe the adoption of
this statement will have a material impact on its financial position and results
of operations.

     In December 2007, the FASB issued SFAS No. 141R ("SFAS 141R"), Business
Combinations. SFAS 141R establishes principles and requirements for how the
acquirer of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. SFAS 141R also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. SFAS 141R is
effective for the Company's fiscal year beginning May 1, 2009. The Company does
not believe the adoption of this statement will have a material impact on its
financial position and results of operations.


2.   ACQUISITIONS OF ASSETS

     Radix. On September 18, 2007, the Company, through its newly formed and
wholly owned subsidiary, Radix Corporation, acquired the assets and assumed
certain liabilities of Radix International Corporation and its subsidiary. The
Company made the strategic decision to grow through expansion into the
specialized niche of rugged mobile computing. The Company, through Radix,
acquired approximately $4.56 million in assets, including accounts receivable
and inventory, as well as all of the intellectual property and intangible assets
owned by Radix International Corporation and its subsidiary. In the transaction,
Radix assumed accounts payable due to DCI, assumed an additional amount of
approximately $2.3 million in liabilities, and incurred acquisition costs of
approximately $50,000. The transaction also includes performance related
contingent consideration based on the annual revenues of the acquired business
over the next five years. The total performance related contingency is limited
to approximately

                                      F-13

$2.2 million and is subject to certain conditions that may impact the total
amount to be paid.

     The acquisition has been accounted for as a purchase and, accordingly, the
accompanying financial statements include the results of operations of Radix,
from the date of the acquisition.

     The purchase price was initially allocated based on the fair value of the
assets acquired and, subsequent to the acquisition date, there have been
additional purchase price adjustments leading to the following allocation for
the assets purchased and liabilities assumed (in thousands):

Assets acquired:
  Receivables                                                                      $785
  Inventories                                                                       614
  Goodwill                                                                        1,456
  Intangibles (customer list, trade names/trade secrets, and technology)          1,705
                                                                              ----------
                                                                                  4,560

Liabilities assumed:
  Accounts payable to outside vendors                                             (666)
  Accounts payable to DCI, Inc. (a subsidiary of Elecsys Corporation)           (2,262)
  Accrued expenses                                                              (1,620)
                                                                              ----------
                                                                                (4,548)
                                                                              ----------
Cost of acquisition, net of cash acquired                                           $12
                                                                              ==========

     The purchase price in excess of the fair value of the tangible assets
acquired has been allocated to intangibles and goodwill. The Company engaged an
independent third party valuation expert to assist in the allocation of the
excess purchase price to the various specific separately identifiable
intangibles. The final valuation report allocated the $1,705,000 in intangible
valuation to customer relationships ($950,000), trade names ($530,000) and
technology ($225,000). These assets were determined by the valuation expert to
have a useful life of 15 years. Amortization expense for the acquired intangible
assets is estimated to be approximately $114,000 in each of the next fifteen
fiscal years.

     The following table sets forth the unaudited pro forma results of
operations of the Company for the periods ended April 30, 2008 and 2007 as if
the Company had acquired the assets and assumed certain liabilities of Radix
International Corporation and subsidiary at the beginning of the respective
periods. The pro forma information contains the actual operating results of the
Company and Radix with the results prior to September 18, 2007, for Radix,
adjusted to include pro forma impact of (i) the elimination of intercompany
sales and gross margin in inventory as of the periods presented; (ii) additional
interest expense associated with the financing arrangement entered into by the
Company on September 25, 2007 in connection with the transaction; (iii)
additional expense as a result of estimated amortization of identifiable
intangible assets; (iv) and an adjustment to income tax expense for the tax
effect of the above adjustments. These pro forma amounts do not purport to be
indicative of the results that would have actually been obtained if the
acquisitions occurred at the beginning of the respective periods or that may

                                      F-14

be obtained in the future (in thousands, except per share data).

                                                             Year Ended April 30,
                               ---------------------------------------------------------------------------------
                                                2008                                      2007
                               ---------------------------------------    --------------------------------------
                                               Pro forma    Pro forma                   Pro forma    Pro forma
                                 Reported     adjustments                  Reported    adjustments
                               ---------------------------------------    --------------------------------------
Sales                               $23,418         $1,399    $24,817         $19,809        $6,001     $25,810
Net income (loss)                       688          (418)        270           1,046       (2,950)     (1,904)

Basic Earnings per share              $0.21                     $0.08           $0.32                   $(0.59)
Diluted Earnings per share            $0.20                     $0.08           $0.31                   $(0.59)

     AMCI. On December 19, 2006, the Company announced that its NTG subsidiary
had acquired the product lines, technology, customer base and intellectual
property of Advanced Monitoring & Control, Inc. ("AMCI") for approximately
$90,000. The purchase price also included a pending patent application. The
entire purchase price was allocated to the customer list. AMCI was a competitor
of NTG in the business of remote monitoring of oil and gas pipelines as well as
other various remote monitoring applications. The employees of AMCI became
employees of NTG upon completion of the transaction.

     Total acquired intangible assets consist of the following (in thousands):

                                                        April 30, 2008                 April 30, 2007
                                                    Gross                         Gross
                                                   Carrying     Accumulated      Carrying      Accumulated
Intangible Asset Description          Company       Amount      Amortization      Amount      Amortization
- ----------------------------------    ---------    ---------    -------------    ---------    --------------
Patents, trademarks and               NTG              $352           $(120)         $352             $(85)
copyrights
Customer relationships                NTG                90             (24)           90               (6)
Customer relationships                Radix             950             (42)           --                --
Trade name                            Radix             530             (24)           --                --
Technology                            Radix             225             (10)           --                --
                                                   ---------    -------------    ---------    --------------
                                                     $2,147           $(220)         $442             $(91)
                                                   =========    =============    =========    ==============

     Amortization expense for the years ended April 30, 2008 and 2007, was
approximately $129,000 and $42,000, respectively.

                                      F-15

     Estimated amortization expense for the next five fiscal years is as follows
(in thousands):

                     Year                Amount
                     ------------      ------------
                     2009                     $176
                     2010                      176
                     2011                      176
                     2012                      170
                     2013                      158


3.   PLEDGED ASSETS, NOTES PAYABLE AND LONG-TERM DEBT

     As of April 30, 2008, the Company had multiple credit agreements with a
regional lender based in Kansas City, Missouri. These credit agreements include
an operating line of credit, an additional asset-backed long-term note related
to the Company's acquisition of assets and assumption of certain liabilities of
Radix International Corporation, a long-term mortgage secured by approximately
74,000 square feet of land adjacent to the Company's production and headquarters
in Olathe, Kansas, and long-term financing for the facility.

     The Company has an operating line of credit that provides the Company and
its subsidiaries with short-term financing for their working capital
requirements. On April 11, 2008, the Company and its financial institution
amended the agreement, entered into on August 15, 2007, which increased the
total amount available under the operating line of credit from $5,000,000 to
$6,000,000 and modified its variable interest rate. The line of credit now
accrues interest at the prime rate with a minimum interest rate of 5.50% (5.50%
at April 30, 2008) and now has an interest rate floor of 5.50%. The line of
credit is secured by accounts receivable and inventory and expires on August 14,
2008. Its borrowing capacity is calculated as a specified percentage of accounts
receivable and inventory. The line of credit contains various covenants,
including certain financial performance covenants pertaining to the maintenance
of debt to net worth and minimum net worth ratios. As of April 30, 2008 the
Company was in violation of its minimum tangible net worth covenant as a result
of acquiring a significant amount of intangible assets in the Radix transaction.
The Company received a waiver of the covenant from its financial institution for
the period ended April 30, 2008. There were $3,836,000 and $1,525,000 in
borrowings outstanding on the credit facility as of April 30, 2008 and 2007,
respectively.

     The following table is a summary of the Company's long-term debt and
related current maturities (in thousands):

                                      F-16

                                                                                        April 30,
                                                                                    2008         2007
                                                                                  ---------   ----------
Industrial revenue bonds, Series 2006A, 5-year adjustable interest rate based on
the yield on 5-year United States Treasury Notes, plus .45% (5.50% as of April
30, 2007), due in monthly principal and interest payments beginning October 1,
2006 through maturity on September 1, 2026, secured by real estate.                 $3,508       $3,617

Industrial  revenue bonds,  Series 2006B,  fixed interest rate of 6.06%,  due in
monthly  principal  and  interest  payments  beginning  October 1, 2006  through
maturity on  September  1, 2009,  secured by  equipment.  This note was paid off
during fiscal 2008.                                                                     --           67

Note  payable  with  an  adjustable  interest  rate  of  7.94%,  due in  monthly
principal and interest payments  beginning December 15, 2006 through maturity on
November 15, 2016, secured by real estate.                                             217          233

Note payable with a fixed interest rate of 9.00%,  due in monthly  principal and
interest  payments  beginning October 25, 2007 through maturity on September 25,
2010, secured by accounts receivable and inventory.                                    454           --
                                                                                  ---------   ----------
                                                                                     4,179        3,917

Less current matuities                                                                 309          192

                                                                                  ---------   ----------
Total long-term debt                                                                $3,870       $3,725
                                                                                  =========   ==========

     The approximate aggregate amount of principal to be paid on the long-term
debt during each of the next five years ending April 30 is as follows (in
thousands):

                    Year                     Amount
                    ----------------     ----------------
                    2009                            $309
                    2010                             334
                    2011                             235
                    2012                             157
                    2013                             167
                    Thereafter                     2,977
                                         ----------------
                                                  $4,179
                                         ================

                                      F-17

4.   SEGMENT REPORTING

     The Company operates three reportable business segments: DCI, Inc., NTG,
Inc. and Radix Corporation. DCI produces custom electronic assemblies which
integrate a variety of interface technologies, such as custom liquid crystal
displays, light emitting diode displays, and keypads, and also provides repair
services and engineering design services. NTG designs, markets, and provides
remote monitoring services. The Company's Radix subsidiary develops, designs and
markets ultra-rugged handheld computers, peripherals and portable printers. The
following table presents business segment revenues, income (loss), and total
assets for the years ended April 30, 2008 and 2007 (in thousands).

                                                        Year Ended April 30, 2008
                            ----------------------------------------------------------------------------------
                               DCI          NTG         Radix        Unallocated    Eliminations       Total
                            ----------    ---------    ---------     -----------    -------------     --------
Sales:
  External customers          $16,477       $3,692       $3,249            $ --             $ --      $23,418
  Intersegment                  4,294           --           --              --          (4,294)           --
                            ----------    ---------    ---------     -----------    -------------     --------
Total sales                   $20,771       $3,692       $3,249            $ --         $(4,294)      $23,418

Depreciation and
amortization expenses            $492          $90          $88            $ --             $ --         $670
                            ==========    =========    =========     ===========    =============     ========

Segment income (loss)
  before income tax expense    $2,375         $244       $(358)          $(572)           $(450)       $1,239
                            ==========    =========    =========     ===========    =============     ========

Capital expenditures             $405          $10         $170            $ --             $ --         $585
                            ==========    =========    =========     ===========    =============     ========

Goodwill and intangible
 assets                          $ --         $387       $3,084            $ --             $ --       $3,471
                            ==========    =========    =========     ===========    =============     ========

Total assets                  $20,476       $1,718       $5,717          $4,989        $(11,802)      $21,098
                            ==========    =========    =========     ===========    =============     ========

                                                               Year Ended April 30, 2007
                                          --------------------------------------------------------------------
                                            DCI         NTG        Unallocated      Eliminations      Total
                                          ---------    -------    --------------    -------------    ---------
Sales:
  External                                 $18,899       $910               $--            $  --      $19,809
  Intersegment                                 429         --                --            (429)           --
                                          ---------    -------    --------------    -------------    ---------
Total sales                                $19,328       $910               $--           $(429)      $19,809
                                          =========    =======    ==============    =============    =========

Depreciation and amortization expenses        $410        $60              $ --             $ --         $470
                                          =========    =======    ==============    =============    =========

Segment income (loss) Before
 income tax expense                        $ 2,587     $(576)            $(469)             $ 11       $1,553
                                          =========    =======    ==============    =============    =========

Capital expenditures                        $5,664        $73              $ --             $ --       $5,737
                                          =========    =======    ==============    =============    =========

Goodwill and intangible assets                $ --       $433              $ --             $ --         $433
                                          =========    =======    ==============    =============    =========

Total assets                               $16,292      $ 780            $4,554         $(5,773)      $15,853
                                          =========    =======    ==============    =============    =========

                                      F-18

     The following table reconciles total revenues to the products and services
offered by the Company (in thousands).

                                                   Years Ended
                                                    April 30,
                                           ----------------------------
                                                  2008            2007
                                           ------------    ------------
Products and services:
  Electronic manufacturing services            $16,102         $18,457
  Remote monitoring solutions                    3,692             910
  Rugged mobile computing                        3,249              --
  Engineering services                             168             169
  Other                                            207             273
                                           ------------    ------------
Total sales                                    $23,418         $19,809
                                           ============    ============

     The Company had total export sales of approximately $2,765,000 and
$1,230,000 for the years ended April 30, 2008 and 2007, respectively.


5.   WARRANTY

     The Company provides a limited warranty for a period of one year from the
date a customer receives its products. The Company's standard warranties require
the Company to repair or replace defective products at no cost to the customer
or refund the customer's purchase price. The Company's product warranty
liability reflects management's best estimate of probable liability under
product warranties. Management determines the liability based on known product
failures (if any), historical experience, and other currently available
evidence.

     The following table presents changes in the Company's warranty liability,
which is included in accrued expenses on the balance sheets (in thousands):

                                                                     Years Ended
                                                                      April 30,
                                                                  2008              2007
                                                         --------------    --------------
      Warranty reserve balance at beginning of period              $85               $82
      Expense accrued                                               95                63
      Warranty costs incurred                                     (58)              (60)
                                                         --------------    --------------
      Warranty reserve balance at end of period                   $122               $85
                                                         ==============    ==============


6.   OPERATING LEASES

     The Company has a number of office equipment leases which will begin to
expire in July 2008 through July 2012. As a result of the Radix transaction, the
Company

                                      F-19

entered into a three year lease for office space in Sandy, UT for approximately
5,400 square feet beginning October 1, 2007 through September 30, 2010. The
Company also had an office lease for its NTG subsidiary in Florida during fiscal
year 2008 that expired in September 2007.

     Rent expense under all operating leases was approximately $143,000 and
$18,000 for the years ended April 30, 2008 and 2007, respectively. The following
table presents the Company's future obligations for minimum lease payments (in
thousands):

                          Years Ended April 30,                   Amount
                        -------------------------            ----------------
                                  2009                             $121
                                  2010                              119
                                  2011                               51
                                  2012                                1


7.   NET INCOME PER SHARE

     The following table presents the components of the calculation of basic and
diluted income per share (in thousands):

                                                                  Years Ended April 30,
                                                                  2008              2007
                                                              -------------     -------------
Numerator:
Net income                                                            $688            $1,046

Denominator:
Weighted average common shares outstanding - basic                   3,285             3,259
Effect of dilutive options outstanding                                 167               143
                                                              -------------     -------------
Weighted average common shares outstanding - diluted                 3,452             3,402
                                                              =============     =============

     Options to purchase 15,000 shares of common stock as of April 30, 2007 were
antidilutive and therefore were not included in the computation of diluted
earnings per share.


8.   STOCK OPTIONS

     At April 30, 2008, the Company had an equity-based compensation plan from
which stock-based compensation awards are granted to eligible employees and
consultants of the Company. According to the terms of the Company's 1991 stock
option plan (the "Plan") for which the Company originally reserved 675,000
shares of common stock, both incentive stock options and non-qualified stock
options to purchase common stock of the Company may be granted to key employees,
directors and consultants to the Company, at the discretion of the Board of
Directors. Incentive stock options may not be

                                      F-20

granted at prices that are less than the fair market value on the date of grant.
Non-qualified options may be granted at prices determined appropriate by the
Board of Directors of the Company, but have not been granted at less than market
value on the date of grant. Generally, these options become exercisable and vest
over one to five years and expire within 10 years of the date of grant. The Plan
also provides for accelerated vesting if there is a change in control of the
Company. As of April 30, 2008, options to purchase approximately 324,750 shares
were outstanding, of which 235,250 were vested and exercisable.

     Prior to May 1, 2006, the Company accounted for its equity-based
compensation plan under the recognition and measurement provision of APB Opinion
No. 25, Accounting for Stock Issued to Employees (APB 25), and related
Interpretations, as permitted by Statement of Financial Accounting Standards No.
123, Accounting for Stock-Based Compensation (SFAS 123). The Company did not
recognize the value of stock-based compensation issued to employees and
directors in its Consolidated Statements of Operations prior to May 1, 2006, as
all options granted under its equity-based compensation plan had an exercise
price equal to the market value of the underlying common stock on the date of
the grant. Effective May 1, 2006, the Company adopted the fair value recognition
provisions of Statement of Financial Accounting Standard No. 123 (revised 2004),
Share-Based Payment (SFAS 123R), using the modified-prospective-transition
method. Under this transition method, compensation cost recognized in fiscal
year 2007 includes compensation costs for all share-based payments granted prior
to May 1, 2006, but not yet vested as of May 1, 2006, based on the grant-date
fair value estimated in accordance with the original provisions of SFAS 123, and
compensation cost for all share-based payments granted subsequent to April 30,
2006 based on the grant date fair value estimated in accordance with the
provisions of SFAS 123R. Results from prior periods have not been restated to
reflect the impact of adopting the new standard.

     The fair value of each option award is estimated on the date of grant using
the Black-Scholes option pricing model, which uses the following
weighted-average assumptions for the indicted periods.

                                              Year Ended April 30,
                                          2008                     2007
                                  ----------------------    --------------------
      Risk-free interest rate             2.93% - 4.85%                   5.00%
      Expected life, in years                         6                       6
      Expected volatility               48.78% - 51.32%                  56.23%
      Dividend yield                               0.0%                    0.0%
      Forfeiture rate                             5.00%                   5.00%

     The Company uses historical data to estimate option exercises and employee
terminations used in the model. Expected volatility is based on monthly
historical fluctuations of the Company's common stock using the closing market
value for the number of months of the expected term immediately preceding the
grant. The risk-free

                                      F-21

interest rate is based on the U.S. Treasury yield curve in effect at the time of
the grant for a bond with a similar term.

     The Company receives a tax deduction for certain stock option exercises and
disqualifying stock dispositions during the period the options are exercised if
the stock is sold, generally for the excess of the price at which the options
are sold over the exercise prices of the options. In accordance with SFAS 123R,
the Company will revise the Consolidated Statement of Cash Flows presentation to
report any tax benefit from the exercise of stock options as financing cash
flows. For the year ended April 30, 2008 and 2007, there were no exercises of
stock options which triggered tax benefits.

     At April 30, 2008, there was approximately $151,000 of unrecognized
compensation cost related to share-based payments which is expected to be
recognized over a weighted-average period of 2.01 years.

     The following table represents stock option activity for the year ended
April 30, 2008:

                                                                                          Weighted-
                                                                      Weighted-            Average
                                                     Number            Average            Remaining
                                                       of             Exercise         Contract Life
                                                     Shares             Price
Outstanding options at April 30, 2006                  255,750              $1.40           5.69 Years
   Granted                                              85,000               3.88           9.22 Years
   Exercised                                          (45,000)               1.13                   --
   Forfeited                                                --                 --                   --
                                                   ------------     --------------    -----------------
Outstanding options at April 30, 2007                  295,750              $2.16           5.93 Years
   Granted                                              29,500               6.24           9.44 Years
   Exercised                                             (500)               0.81                   --
   Forfeited                                                --                 --                   --
                                                   ------------     --------------    -----------------
Outstanding options at April 30, 2008                  324,750              $2.53           5.34 Years
                                                   ============     ==============    =================

Outstanding exercisable at April 30, 2008              235,250              $1.72           4.16 Years
                                                   ============     ==============    =================

     Shares available for future stock option grants to employees, officers,
directors and consultants of the Company under the existing Plan were 33,500 at
April 30, 2008. The aggregate intrinsic value of options outstanding was
approximately $1,275,000 and $1,044,000 as of April 30, 2008 and 2007,
respectively. The aggregate intrinsic value of options exercisable was
approximately $1,112,000, and $879,000 at April 30, 2008 and 2007, respectively.
Total aggregate intrinsic value of options exercised during for the years ended
April 20, 2008 and 2007 were approximately $3,000 and $205,000, respectively.

     During the year ended April 30, 2008, the Company granted 29,500 options.
These options had a weighted average grant date fair value of $4.18 per share.

                                      F-22

     The following table summarizes information about stock options outstanding
at April 30, 2008:

                                     Options outstanding                             Options exercisable
                    ------------------------------------------------------    -----------------------------------
                                            Weighted-
                          Number             average           Weighted-         Number            Weighted-
      Range of        outstanding at        remaining           average       exercisable at        average
  exercise prices     April 30, 2008    contractual life     exercise price   April 30, 2008    exercise price
- ------------------- ------------------ ------------------ ----------------    ------------------ ----------------
$0.81                          96,750     4.00 years            $0.81                    96,750        $0.81
$1.25 - $1.50                  47,500     4.30 years            $1.25                    47,500        $1.25
$2.13 - $2.25                  51,000     1.77 years            $2.25                    51,000        $2.25
$3.25 - $3.99                  85,000     7.56 years            $3.67                    35,000        $3.66
$4.94                          15,000     8.81 years            $4.94                     5,000        $4.94
$5.85 - $5.90                  15,000     9.57 years            $5.88                        --        --
$6.30                          10,000     9.34 years            $6.30                        --        --
$7.30                           4,500     9.16 years            $7.30                        --        --
                    ------------------                                        ------------------
$0.81 - $7.30                 324,750     5.34 years            $2.53                   235,250        $1.72
                    ==================                                        ==================

                                      F-23

9.   INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities at April 30, 2008 and 2007 are
as follows (in thousands):

                                                                    Years Ended April 30,
                                                                   2008             2007
                                                               -------------    --------------
Deferred tax assets:
  Current:
      Net operating loss carry forward                                 $ --               $46
      Alternative minimum tax and research and development
         credit carry forward                                            25               279
      Accrued expenses                                                  160                96
      Inventories                                                       480               275
      Other                                                             116                71
                                                               -------------    --------------
Total deferred tax assets                                               781               767

Deferred tax liabilities:
      Property and equipment                                          (311)             (312)
                                                               -------------    --------------
Total deferred tax liabilities                                        (311)             (312)
                                                               -------------    --------------
                                                                         --                --
                                                               -------------    --------------
Net deferred tax asset                                                 $470              $455
                                                               =============    ==============

                                                          Years Ended April 30,
                                                         2008             2007
                                                     -------------    --------------
Current tax expense                                          $566               $32
Deferred tax expense (benefit)                               (15)               475
                                                     -------------    --------------
                                                             $551              $507
                                                     =============    ==============


         The income tax benefit differs from amounts computed at the statutory
federal income tax rate as follows (in thousands):

                                                       Years Ended April 30,


                                                       2008             2007
                                                    -----------     -------------
       Expense at federal statutory rate                  $434              $544
       Permanent tax differences                             5              (67)
       State tax , net of federal tax benefit               62                58
       Other                                                50              (28)
                                                    -----------     -------------
                                                          $551              $507
                                                    ===========     =============

     At April 30, 2008, the Company has no remaining net operating loss
carryforwards.

                                      F-24

     Effective May 1, 2007, the Company adopted the Financial Accounting
Standards Board ("FASB") Interpretation No. 48 ("FIN 48"), Accounting for
Uncertainty in Income Taxes - an Interpretation of SFAS No. 109. As required by
FIN 48, the Company recognizes the financial statement benefit of a tax position
only after determining that the relevant tax authority would more likely than
not sustain the position following an audit. For tax positions meeting the
more-likely-than-not threshold, the amount recognized in the financial
statements is the largest benefit that has a greater than 50 percent likelihood
of being realized upon the ultimate settlement with the relevant tax authority.

     Included in the balance at April 30, 2008, the Company recognized an
additional $97,000 of income tax expense, including $14,000 relating to
penalties and interest, for potential income tax liability in various states for
tax years 2003 through the current fiscal year. The potential income tax
liability is approximately $34,000 with an additional $14,000 accrued for
penalties and interest. An additional $49,000 is reserved for the application of
past net operating losses that were applied to a state income tax liability. At
the adoption date of May 1, 2007 and as of April 30, 2008, the Company had no
unrecognized tax benefits that, if recognized, would affect the effective tax
rate.

     The Company recognizes interest and penalties accrued on unrecognized tax
benefits as well as interest received from favorable tax settlements within tax
expense. At the adoption date of May 1, 2007, the Company recognized no interest
or penalties related to uncertain tax positions due to the insignificance to its
financial position and results of operations.

     It is reasonably possible that significant change in the gross balance of
unrecognized tax benefits may occur within the next 12 months. An estimate of
the range of such gross changes cannot be made at this time. However, the
Company does not expect the changes to have a significant impact on its
effective tax rate or expected cash payments for income taxes within the next 12
months.

     The Company files income tax returns in the U.S. federal and various state
jurisdictions. Tax regulations within each jurisdiction are subject to the
interpretation of the related tax laws and regulations and require significant
judgment to apply. With a few exceptions, we are no longer subject to Internal
Revenue Service (IRS), state or local income tax examinations by tax authorities
for the years before 2003. The Company is not currently under examination by any
taxing jurisdiction.

                                      F-25

10.  EMPLOYEE BENEFIT PLAN

     The Company has a defined contribution employee benefit plan that covers
substantially all full-time employees who have attained age 21 and completed
three months of service. Qualified employees are entitled to make voluntary
contributions to the plan of up to 50% of their annual compensation subject to
Internal Revenue Code maximum limitations. On January 1, 2008 the Company
amended the Plan to account for a change in the Company's contribution on the
employee's behalf. The Company now matches the employee's first 1% contribution
plus an additional 50% of each employee's contribution up to the next 5% to a
maximum of 6% of the employee's annual compensation. Participants in the plan
may direct the Company's contribution into mutual funds and money market funds.
Additionally, the Company may make discretionary contributions to the plan. For
the years ended April 30, 2008 and 2007, Company contributions to the plans
amounted to approximately $119,000 and $84,000, respectively.

                                      F-26

EX-10.O

EXHIBIT 10(o)

                      BUSINESS LOAN AGREEMENT (ASSET BASED)

- ------------------ -------------- ------------- -------------- ------------- ------------- ------------- -------------
    Principal        Loan Date      Maturity       Loan No      Call / Coll    Account       Officer       Initials
  $6,000,000.00     04-11-2008     08-14-2008    2000206013        Coll         309275         123
- ----------------------------------------------------------------------------------------------------------------------
References in the boxes above are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing ***** has been omitted due to text length limitations.
- ----------------------------------------------------------------------------------------------------------------------

- ------------------ --------------------------------------------- ------------------- ----------------------------------
Borrower:          ELECSYS CORPORATION;                          Lender:             Bank Midwest, N.A
                   DCI, INC.; NTG, INC.; and RADIX CORPORATION                       Town Pavilion Facility
                   846 N. MARTWAY COURT                                              1111 Main Street
                   OLATHE, KS  66061                                                 Kansas City, MO  64105
- ------------------ --------------------------------------------- ------------------- ----------------------------------
=======================================================================================================================

THIS  BUSINESS  LOAN  AGREEMENT  (ASSET BASED) dated April 11, 2008, is made and
executed between ELECSYS CORPORATION; DCI, INC.; NTG, INC; and RADIX CORPORATION
("Borrower")  and Bank  Midwest  N.A.  ("Lender")  on the  following  terms  and
conditions.  Borrower has  received  prior  commercial  loans from Lender or has
applied  to  Lender  for  a  commercial   loan  or  loans  or  other   financial
accommodations,  including  those  which  may be  described  on any  exhibit  or
schedule attached to this Agreement.  Borrower  understands and agrees that: (A)
in granting,  renewing, or extending any Loan, Lender is relying upon Borrower's
representations,  warranties, and agreements as set forth in this Agreement; (B)
the granting, renewing, or extending of any Loan by Lender at all times shall be
subject to Lender's sole judgment and  discretion;  and (C) all such Loans shall
be and remain subject to the terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of April 11, 2008, and shall continue
in full force and effect until such time as all of Borrower's  Loans in favor of
Lender have been paid in full, including principal,  interest,  costs, expenses,
attorneys'  fees, and other fees and charges,  or until such time as the parties
may agree in writing to terminate this Agreement.

ADVANCE  AUTHORITY.  The following  person or persons are authorized,  except as
provided in this paragraph, to request advances and authorize payments under the
line of credit until Lender  receives from Borrower,  at Lender's  address shown
above,  written  notice  of  revocation  of such  authority:  KARL  B.  GEMPERLI
President & CEO of ELECSYS  CORPORATION;  KARL B.  GEMPERLI,  President  of DCI,
INC.; KARL B. GEMPERLI,  Director/Treasurer  of NTG, INC.; and KARL B. GEMPERLI,
Director of RADIX  CORPORATION.  FUNDS ARE TO BE DISBURSED AT BORROWER'S REQUEST
AND LOAN OFFICER'S APPROVAL.

LINE OF CREDIT.  Lender  agrees to make  Advances to Borrower  from time to time
from the date of this Agreement to the Expiration  Date,  provided the aggregate
amount of such  Advances  outstanding  at any time does not exceed the Borrowing
Base.  Within the  foregoing  limits,  Borrower may borrow,  partially or wholly
prepay, and reborrow under this Agreement as follows:

          Conditions Precedent to Each Advance.  Lender's obligation to make any
          Advance to or for the  account of  Borrower  under this  Agreement  is
          subject to the following

          conditions  precedent,  with  all  documents,  instruments,  opinions,
          reports,  and other items  required under this Agreement to be in form
          and substance satisfactory to Lender:

          (1) Lender shall have received  evidence  that this  Agreement and all
          Related Documents have been duly authorized,  executed,  and delivered
          by Borrower to Lender.

          (2) Lender shall have received such opinions of counsel,  supplemental
          opinions, and documents as Lender may request.

          (3) The  security  interests  in the  Collateral  shall have been duly
          authorized,  created, and perfected with first lien priority and shall
          be in full force and effect.

          (4) All guarantees  required by Lender for the credit facilities shall
          have been executed by each Guarantor,  delivered to Lender,  and be in
          full force and effect.

          (5)  Lender,  at its  option  and for its  sale  benefit,  shall  have
          conducted an audit of Borrower's Accounts,  Inventory, books, records,
          and operations, and Lender shall be satisfied as to their condition.

          (6) Borrower shall have paid to Lender all fees,  costs,  and expenses
          specified in this Agreement and the Related  Documents as are then due
          and payable.

          (7) There shall not exist at the time of any Advance a condition which
          would  constitute  an Event  of  Default  under  this  Agreement,  and
          Borrower  shall have  delivered to Lender the  compliance  certificate
          called for in the paragraph below titled "Compliance Certificate."

          Making Loan Advances.  Advances under this credit facility, as well as
          directions  for payment  from  Borrower's  accounts,  may be requested
          orally or in writing by authorized persons.  Lender may, but need not,
          require that all oral  requests be confirmed in writing.  Each Advance
          shall be  conclusively  deemed to have been made at the request of and
          for the benefit of Borrower (1) when  credited to any deposit  account
          of Borrower  maintained with Lender or (2) when advanced in accordance
          with the instructions of an authorized person.  Lender, at its option,
          may set a cutoff time,  after which all requests for Advances  will be
          treated as having been requested on the next succeeding Business Day.

          Mandatory  Loan  Repayments.  If at any time the  aggregate  principal
          amount  of  the  outstanding  Advances  shall  exceed  the  applicable
          Borrowing Base, Borrower, immediately upon written or oral notice From
          Lender,  shall pay to Lender an amount equal to the difference between
          the  outstanding  principal  balance of the Advances and the Borrowing
          Base. On the Expiration Date, Borrower shall pay to Lender in full the
          aggregate unpaid principal amount of all Advances then outstanding and
          all accrued unpaid interest,  together with all other applicable fees,
          costs and charges, if any, not yet paid.

          Loan Account.  Lender shall  maintain on its books a record of account
          in which  Lender  shall make  entries for each  Advance and such other
          debits and  credits as shall be  appropriate  in  connection  with the
          credit facility. Lender shall provide Borrower with

                                       2

          periodic statements of Borrower's  account,  which statements shall be
          considered to be correct and  conclusively  binding on Borrower unless
          Borrower notifies Lender to the contrary within thirty (30) days after
          Borrower's  receipt of any such  statement  which Borrower deems to be
          incorrect.

COLLATERAL.  To secure payment of the Primary Credit Facility and performance of
all other  Loans,  obligations  and duties owed by Borrower to Lender,  Borrower
(and  others,  if  required)  shall grant to Lender  Security  Interests in such
property and assets as Lender may require.  Lender's  Security  Interests in the
Collateral shall be continuing liens and shall include the proceeds and products
of the Collateral,  including without  limitation the proceeds of any insurance.
With respect to the  Collateral,  Borrower agrees and represents and warrants to
Lender:

          Perfection  of  Security  Interests.  Borrower  agrees to execute  all
          documents  perfecting  Lender's Security Interest and to take whatever
          actions  are  requested  by Lender to perfect  and  continue  Lender's
          Security Interests in the Collateral. Upon request of Lender, Borrower
          will  deliver to Lender  any and all of the  documents  evidencing  or
          constituting the Collateral,  and Borrower will note Lender's interest
          upon any and all chattel  paper and  instruments  it not  delivered to
          Lender for possession by Lender. Contemporaneous with the execution of
          this  Agreement,  Borrower  will  execute  one or more  UCC  financing
          statements and any similar statements as may be required by applicable
          law,  and  Lender  will file such  financing  statements  and all such
          similar statements in the appropriate location or locations.  Borrower
          hereby  appoints Lender as its  irrevocable  attorney-in-fact  for the
          purpose of executing any documents necessary to perfect or to continue
          any Security  Interest.  Lender may at any time,  and without  further
          authorization from Borrower, file a carbon, photograph,  facsimile, or
          other  reproduction of any financing  statement for use as a financing
          statement.  Borrower  will  reimburse  Lender for all expenses for the
          perfection,  termination,  and the  continuation  of the perfection of
          Lender's security  interest in the Collateral.  Borrower promptly will
          notify  Lender  before any change in  Borrower's  name  including  any
          change  to the  assumed  business  names of  Borrower.  Borrower  also
          promptly will notify  Lender  before any change in  Borrower's  Social
          Security Number or Employer  identification  Number.  Borrower further
          agrees to notify  Lender in writing  prior to any change in address or
          location of Borrower's  principal governance office or should Borrower
          merge or consolidate with any other entity.

          Collateral  Records.  Borrower  does now,  and at all times  hereafter
          shall,  keep correct and accurate  records of the  Collateral,  all of
          which records shall be available to Lender or Lender's  representative
          upon demand for  inspection  and copying at any  reasonable  time With
          respect to the  Accounts,  Borrower  agrees to keep and maintain  such
          records  as  lender  may   require,   including   without   limitation
          information  concerning  Eligible  Accounts  and Account  balances and
          agings.  Records  related  to  Accounts  (Receivables)  are or will be
          located at 15301 WEST 109TH STREET,  LENEXA, KS 66219. With respect to
          the  Inventory,  Borrower  agrees to keep and maintain such records as
          Lender may require including without limitation information concerning
          Eligible  Inventory  and records  itemizing and  describing  the kind,
          type, quality,  and quantity of Inventory.  Borrower's Inventory costs
          and  selling  prices,  and the  daily  withdrawals  and  additions  to

                                       3

          Inventory  Records  related  to  Inventory  are or will be  located at
          115301 WEST 109TH STREET,  LENEXA,  KS 66219. The above is an accurate
          and  complete  list  of all  locations  at  which  Borrower  keeps  or
          maintains business records concerning Borrower's collateral.

          Collateral Schedules.  Concurrently with the execution and delivery of
          this Agreement. Borrower shall execute and deliver to Lender schedules
          of Accounts  and  Inventory  and  schedules  of Eligible  Accounts and
          Eligible  Inventory in form and substance  satisfactory to the Lender.
          Thereafter  supplemental schedules shall be delivered according to the
          following schedule. With respect to Eligible Accounts, schedules shall
          be  delivered  within 30 days of month end with  respect  to  Eligible
          Inventory. Schedules shall be delivered within 30 days of month end.

          Representations and Warranties  Concerning  Accounts.  With respect to
          the Accounts,  Borrower  represents  and warrants to Lender:  (1) Each
          Account represented by Borrower to be an Eligible Account for purposes
          of this Agreement conforms to the requirements of the definition of an
          Eligible  Account;  (2) All Account  Information  listed on  schedules
          delivered  to Lender will be true and correct,  subject to  immaterial
          variance and (3) Lender,  its assigns,  or agents shall have the right
          at any time and at Borrower's expense to inspect,  examine,  and audit
          Borrower's records and to confirm with Account Debtors the accuracy of
          such Accounts.

          Representations and Warranties Concerning  Inventory.  With respect to
          the Inventory,  Borrower  represents  and warrants to Lender:  (1) All
          Inventory  represented  by  Borrower  to  be  Eligible  Inventory  for
          purposes  of  this  Agreement  conforms  to  the  requirements  of the
          definition of Eligible  Inventory,  (2) All Inventory values listed on
          schedules  delivered  to Lender will be true and  correct,  subject to
          immaterial variance; (3) The value of the Inventory will be determined
          on a consistent accounting basis; (4) Except as agreed to the contrary
          by Lender in writing,  all Eligible  Inventory is now and at all times
          hereafter will be in Borrower's  physical  possession and shall not be
          held by others on  consignment,  sale on approval,  or sale or return;
          (5)  Except as  reflected  in the  Inventory  schedules  delivered  to
          Lender,  all Eligible Inventory is now and at all times hereafter will
          be of good and merchantable  quality,  free from defects; (6) Eligible
          Inventory is not now and will not at any time hereafter be stored with
          a bailee,  warehousemen,  or  similar  party  without  Lender's  prior
          written consent, and, in such event, Borrower will concurrently at the
          time of bailment cause any such bailee, warehouseman, or similar party
          to  issue  and  deliver  to  Lender,  in form  acceptable  to  Lender,
          warehouse receipts in Lender name evidencing the storage of Inventory;
          and (7) Lender,  its  assigns,  or agents  shall have the right at any
          time and at  Borrower's  expense to inspect and examine the  Inventory
          and to check and test the same as to  quality,  quantity,  value,  and
          condition.

CONDITIONS  PRECEDENT TO EACH ADVANCE.  Lender's  obligation to make the Initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's  satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

                                       4

          Loan  Documents.  Borrower  shall  provide  to  Lender  the  following
          documents for the Loan: (1) the Note; (2) Security Agreements granting
          to  Lender  security  Interests  in  the  Collateral,   (3)  financing
          statements  and  all  other  documents  perfecting  Lender's  Security
          Interests,  (4) evidence of insurance as required below,  (5) together
          with all such  Related  Documents  as Lender may require for the Loan;
          all in form and substance satisfactory to Lender and Lender's counsel.

          Borrower's  Authorization.  Borrower  shall have  provided in form and
          substance satisfactory to Lender properly certified resolutions,  duly
          authorizing the execution and delivery of this Agreement, the Note and
          the Related Documents. In addition,  Borrower shall have provided such
          other resolutions, authorizations, documents and instruments as Lender
          or its counsel, may require.

          Fees and Expenses  Under This  Agreement.  Borrower shall have paid to
          Lender all fees,  costs, and expenses  specified in this Agreement and
          the Related Documents as are then due and payable.

          Representations and Warranties. The representations and warranties set
          forth in this Agreement, in the Related Documents, and in any document
          or  certificate  delivered to Lender under this Agreement are true and
          correct.

          No Event of Default.  There shall not exist at the time of any Advance
          a condition  which  would  constitute  an Event of Default  under this
          Agreement or under any Related Document.

MULTIPLE  BORROWERS.  This Agreement has been executed by multiple  obligors who
are referred to in this Agreement individually, collectively and interchangeably
as "Borrower." Unless specifically  stated to the contrary,  the word "Borrower"
as used in this Agreement,  including  without  limitation all  representations,
warranties and covenants, shall include all Borrowers.  Borrower understands and
agrees that, with or without notice to any one Borrower, Lender may (A) make one
or more  additional  secured or unsecured loans or otherwise  extend  additional
credit  with  respect  to any  other  Borrower,  (B) with  respect  to any other
Borrower alter, compromise,  renew, extend,  accelerate, or otherwise change one
or more times the time for payment or other terms of any indebtedness, including
increases  and  decreases  of the  rate of  interest  on the  indebtedness,  (C)
exchange,  enforce,  waive,  subordinate,  fail or decide  not to  perfect,  and
release any security,  with or without the  substitution of new collateral;  (D)
release,  substitute,  agree  not to  sue,  or  deal  with  any  one or  more of
Borrower's or any other Borrower's sureties,  endorsers,  or other guarantors on
any terms or in any manner Lender may choose;  (E) determine  how, when and what
application of payments and credits shall be made on any indebtedness; (F) apply
such  security  and  direct  the  order  or  manner  of sale of any  Collateral,
including  without  limitation,  any non-judicial sale permitted by the terms of
the controlling security agreement or deed of trust, as Lender in its discretion
may determine; (G) sell, transfer,  assign or grant participations in all or any
part of the Loan,  (H) exercise or refrain from  exercising  any rights  against
Borrower or others,  or  otherwise  act or refrain  from  acting,  (I) settle or
compromise any indebtedness;  and (J) subordinate the payment of all or any part
of any of Borrower's  indebtedness  to Lender to the payment of any  liabilities
which may be due Lender or others.

                                       5

REPRESENTATIONS  AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the  date of this  Agreement,  as of the  date of each  disbursement  of loan
proceeds, as of the date of any renewal,  extension or modification of any Loan,
and at all times any indebtedness exists:

          Organization.  ELECSYS  CORPORATION is a corporation  for profit which
          is, and at all times shall be, duly organized,  validly existing,  and
          in good  standing  under  and by  virtue  of the laws of the  State of
          Kansas. ELECSYS CORPORATION is duly authorized to transact business in
          all  other  states in which  ELECSYS  CORPORATION  is doing  business,
          having  obtained  all  necessary  filings,  governmental  licenses and
          approvals  for  each  state  in  which  ELECSYS  CORPORATION  is doing
          business. Specifically, ELECSYS CORPORATION is, and at all times shall
          be, duly qualified as a foreign  corporation in all states m which the
          failure to so qualify  would  have a  material  adverse  effect on its
          business or  financial  condition.  ELECSYS  CORPORATION  has the full
          power and authority to own its properties and to transact the business
          in which it is  presently  engaged or  presently  proposes  to engage.
          ELECSYS  CORPORATION  maintains  an  office at 846 N.  MARTWAY  COURT,
          OLATHE, KS 66061. Unless ELECSYS CORPORATION has designated  otherwise
          in  writing,  the  principal  office is the  office  at which  ELECSYS
          CORPORATION   keeps  its  books  and  records  including  its  records
          concerning  the  Collateral.  ELECSYS  CORPORATION  will notify Lender
          prior to any change in the location of ELECSYS  CORPORATION's state of
          organization  or any change in  ELECSYS  CORPORATION's  name.  ELECSYS
          CORPORATION  shall do all things  necessary to preserve and to keep in
          full force and effect its existence,  rights and privileges, and shall
          comply with all regulations,  rules, ordinances,  statutes, orders and
          decrees of any governmental or  quasi-governmental  authority or court
          applicable to ELECSYS CORPORATION and ELECSYS  CORPORATION's  business
          activities.

          DCI, INC. is a corporation for profit which is, and at all times shall
          be, duly organized,  validly existing,  and in good standing under and
          by  virtue  of the laws of the  State  of  Kansas.  DCI  INC.  is duly
          authorized to transact business in all other states in which DCI, INC.
          is doing business, having obtained all necessary filings, governmental
          licenses  and  approvals  for each state in which DCI,  INC.  is doing
          business.  Specifically, DCI, INC. is, and at all times shall be, duly
          qualified as a foreign  corporation in all states in which the failure
          to so qualify would have a material  adverse effect on its business or
          financial condition.  DCI, INC has the full power and authority to own
          its  properties  and to transact the business in which it is presently
          engaged or presently proposes to engage. DCI, INC. maintains an office
          at 846 N.  MARTWAY  COURT,  OLATHE,  KS  66061.  Unless  DCI,  INC has
          designated otherwise in writing, the principal office is the office at
          which DCI,  INC.  keeps its books and  records  including  its records
          concerning the  Collateral.  DCI, INC. will notify Lender prior to any
          change in the  location of DCI,  INC.'s state of  organization  or any
          change in DCI, INC.`s name. DCI, INC. shall do all things necessary to
          preserve  and to keep in full force and effect its  existence,  rights
          and  privileges,  and  shall  comply  with  all  regulations,   rules,
          ordinances,  statutes,  orders  and  decrees  of any  governmental  or
          quasi-governmental authority or court applicable to DCI, INC. and DCI.
          INC.'s business activities.

                                       6

          NTG, INC. is a corporation for profit which is, and at all times shall
          be, duly organized,  validly existing,  and in good standing under and
          by  virtue  of the laws of the  State of  Kansas.  NTG,  INC.  is duly
          authorized to transact business in all other states in which NTG, INC.
          is doing business, having obtained all necessary filings, governmental
          licenses  and  approvals  for each state in which NTG,  INC.  is doing
          business.  Specifically, NTG, INC. is, and at all times shall be, duly
          qualified as a foreign  corporation in all states in which the failure
          to so qualify would have a material  adverse effect on its business or
          financial condition.  NTG, INC has the full power and authority to own
          its  properties  and to transact the business in which it is presently
          engaged or presently proposes to engage. NTG, INC. maintains an office
          at 846 N.  MARTWAY  COURT,  OLATHE,  KS 66061.  Unless NTG,  INC.  has
          designated  otherwise in writing the principal office is the office at
          which NTG,  INC.  keeps its books and  records  including  its records
          concerning the  Collateral.  NTG, INC. will notify Lender prior to any
          change in the  location of NTG,  INC.'s state of  organization  or any
          change in NTG, INC.'s name. NTG, INC. shall do all things necessary to
          preserve  and to keep in full force and effect its  existence,  rights
          and  privileges,  and  shall  comply  with  all  regulations,   rules,
          ordinances,  statutes,  orders  and  decrees  of any  governmental  or
          quasi-governmental authority or court applicable to NTG, INC. and NTG,
          INC.'s business activities.

          RADIX  CORPORATION  is a  corporation  for profit which is, and at all
          times shall be, duly organized, validly existing, and in good standing
          under  and by  virtue  of the  laws  of the  State  of  Kansas.  RADIX
          CORPORATION  is duly  authorized  to  transact  business  in all other
          states in which RADIX  CORPORATION is doing business,  having obtained
          all necessary  filings,  governmental  licenses and approvals for each
          state in which  RADIX  CORPORATION  is doing  business.  Specifically,
          RADIX  CORPORATION  is, and at all times shall be, duly qualified as a
          foreign  corporation  in all states in which the failure to so qualify
          would have a materiel  adverse  effect on its  business  or  financial
          condition.  RADIX  CORPORATION has the full power and authority to own
          its  properties  and to transact the business in which it is presently
          engaged or presently proposes to engage.  RADIX CORPORATION  maintains
          an office at 846 N.  MARTWAY  COURT,  OLATHE,  KS 66061.  Unless RADIX
          CORPORATION has designated  otherwise in writing, the principal office
          is the office at which RADIX  CORPORATION  keeps its books and records
          including its records  concerning the  Collateral.  RADIX  CORPORATION
          will  notify  Lender  prior to any  change  in the  location  of RADIX
          CORPORATION's   state  of   organization   or  any   change  in  RADIX
          CORPORATION's name. RADIX CORPORATION shall do all things necessary to
          preserve  and to keep in full force and effect its  existence,  rights
          and  privileges,  and  shall  comply  with  all  regulations,   rules,
          ordinances,  statutes,  orders  and  decrees  of any  governmental  or
          quasi-governmental  authority or court applicable to RADIX CORPORATION
          and RADIX CORPORATION's business activities.

          Assumed  Business Names.  Borrower has filed or recorded all documents
          or filings required by law relating to all assumed business names used
          by  Borrower.  Excluding  the name of  Borrower,  the  following  is a
          complete list of all assumed  business names under which Borrower does
          business: None.

                                       7

          Authorization. Borrower's execution, delivery, and performance of this
          Agreement and all the Related  Documents have been duly  authorized by
          all necessary action by Borrower and do not conflict with, result in a
          violation  of, or  constitute a default under (1) any provision of (a)
          Borrower's  articles of incorporation or organization,  or bylaws,  or
          (b) any agreement or other instrument binding upon Borrower or (2) any
          law,  governmental  regulation,  court decree,  or order applicable to
          Borrower or to Borrower's properties.

          Financial   Information.   Each  of  Borrower's  financial  statements
          supplied to Lender truly and completely disclosed Borrower's financial
          condition  as of the  date of the  statement,  and  there  has been no
          material adverse change in Borrowers financial condition subsequent to
          the date of the most recent  financial  statement  supplied to Lender.
          Borrower has no material contingent obligations except as disclosed in
          such financial statements.

          Legal  Effect.  This  Agreement  constitutes,  and any  instrument  or
          agreement  Barrower  is  required  to give under this  Agreement  when
          delivered will constitute  legal,  valid,  and binding  obligations of
          Borrower   enforceable  against  Borrower  in  accordance  with  their
          respective terms.

          Properties.  Except as contemplated by this Agreement or as previously
          disclosed in Borrower's  financial  statements or in writing to Lender
          and as accepted by Lender, and except for property tax liens for taxes
          not presently due and payable, Borrower owns and has good title to all
          of Borrower's properties free and clear of all Security Interests, and
          has not  executed  any  security  documents  or  financing  statements
          relating to such properties.  All of Borrower's  properties are titled
          in  Borrower's  legal  name,  and  Borrower  has not  used or  filed a
          financing  statement  under any other  name for at least the last five
          (5) years.

          Hazardous  Substances.  Except as  disclosed  to and  acknowledged  by
          Lender in writing,  Borrower  represents and warrants that: (1) During
          the period of Borrower's  ownership of the Collateral,  there has been
          no use, generation, manufacture, storage, treatment, disposal, release
          or  threatened  release of any  Hazardous  Substance by any person on,
          under,  about  or from  any of the  Collateral.  (2)  Borrower  has no
          knowledge  of, or reason to believe that there has been (a) any breach
          or  violation  of any  Environmental  Laws;  (b) any use,  generation,
          manufacture,  storage,  treatment,  disposal,  release  or  threatened
          release  of any  Hazardous  Substance  on,  under,  about  or from the
          Collateral by any prior owners or occupants of any of the  Collateral,
          or (c) any actual or  threatened  litigation  or claims of any kind by
          any person  relating to such  matters.  (3) Neither  Borrower  nor any
          tenant,  contractor,  agent  or  other  authorized  user of any of the
          Collateral shall use, generate,  manufacture, store, treat, dispose of
          or release any Hazardous Substance on, under, about or from any of the
          Collateral;  and any such  activity  shall be conducted in  compliance
          with all applicable federal, state, and local laws,  regulations,  and
          ordinances,  including  without  limitation  all  Environmental  Laws.
          Borrower authorizes Lender and its agents to enter upon the Collateral
          to make such  inspections and tests as Lender may deem  appropriate to
          determine  compliance  of the  Collateral  with  this  section  of the
          Agreement.  Any  inspections  or  tests  made by  Lender  shall  be at
          Borrower's  expense and

                                       8

          for  Lender's  purposes  only and shall not be construed to create any
          responsibility  or  liability  on the part of Lender to Borrower or to
          any other person The representations  and warranties  contained herein
          are based on Borrower's due diligence in investigating  the Collateral
          for hazardous  waste and  Hazardous  Substances.  Borrower  hereby (1)
          releases and waives any future claims  against Lender for indemnity or
          contribution in the event Borrower becomes liable for cleanup or other
          costs under any such laws,  and (2) agrees to indemnify,  defend,  and
          hold harmless Lender against any and all claims, losses,  liabilities,
          damages,   penalties  and  expenses   which  Lender  may  directly  or
          indirectly  sustain or suffer  resulting from a breach of this section
          of  the  Agreement  or  as  a  consequence  of  any  use,  generation,
          manufacture,  storage,  disposal,  release or threatened  release of a
          hazardous waste or substance on the Collateral. The provisions of this
          section of the  Agreement,  including the  obligation to indemnify and
          defend,  shall  survive  the  payment  of  the  indebtedness  and  the
          termination,  expiration or  satisfaction  of this Agreement and shall
          not be affected by Lender's  acquisition of any interest in any of the
          Collateral, whether by foreclosure or otherwise.

          Litigation   and  Claims.   No   litigation,   claim,   investigation,
          administrative  proceeding  or  similar  action  (including  those for
          unpaid taxes) against Borrower is pending or threatened,  and no other
          event has occurred which may materially  adversely  affect  Borrower's
          financial condition or properties,  other than litigation,  claims, or
          other events,  if any, that have been disclosed to and acknowledged by
          Lender in writing.

          Taxes.  To the best of Borrower's  knowledge,  all of  Borrower's  tax
          returns and reports that are or were  required to be filed,  have been
          filed, and all taxes,  assessments and other governmental charges have
          been paid in full,  except those presently being or to be contested by
          Borrower  in good faith in the  ordinary  course of  business  and for
          which adequate reserves have been provided.

          Lien  Priority.  Unless  otherwise  previously  disclosed to Lender in
          writing,  Borrower  has not  entered  into  or  granted  any  Security
          Agreements,  or  permitted  the filing or  attachment  of any Security
          Interests on or affecting any of the Collateral directly or indirectly
          securing repayment of Borrower's Loan and Note, that would be prior or
          that may in any way be  superior to Lender's  Security  Interests  and
          rights in and to such Collateral.

          Binding Effect. This Agreement,  the Note, all Security Agreements (if
          any), and all Related  Documents are binding upon the signers thereof,
          as well as upon their successors, representatives and assigns, and are
          legally enforceable in accordance with their respective terms.

AFFIRMATIVE  COVENANTS.  Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

          Notices of Claims and Litigation. Promptly inform Lender in writing of
          (1) all material  adverse changes in Borrower's  financial  condition,
          and  (2)  all  existing  and  all   threatened   litigation,   claims,
          investigations,   administrative   proceedings   or  similar   actions
          affecting  Borrower or any Guarantor which could materially affect the
          financial  condition  of Borrower or the  financial  condition  of any
          Guarantor.

                                       9

          Financial  Records.  Maintain its books and records in accordance with
          GAAP,  applied on a consistent basis, and permit Lender to examine and
          audit Borrower's books and records at all reasonable times.

          Financial Statements. Furnish Lender with the following:

               Annual  Statements.  As soon as available,  but in no event later
               than  ninety  (90)  days  after  the  end of  each  fiscal  year,
               Borrower's balance sheet and income statement for the year ended,
               audited by a certified public accountant satisfactory to Lender.

               Interim Statements.  As soon as available,  but in no event later
               than  thirty  (30)  days  after the end of each  fiscal  quarter,
               Borrower's  balance  sheet and profit and loss  statement for the
               period  ended,  prepared  by  Borrower  in form  satisfactory  to
               Lender.

               Additional Requirements.  Monthly Financial Statements,  Accounts
               Receivable Aging report, Accounts Payable Aging report, Inventory
               report and Borrowing Base Certificate.

          All financial  reports  required to be provided  under this  Agreement
          shall be prepared in  accordance  with GAAP,  applied on a  consistent
          basis, and certified by Borrower as being true and correct.

          Additional  Information.   Furnish  such  additional  information  and
          statements, as Lender may request from time to time.

          Financial  Covenants and Ratios.  Comply with the following  covenants
          and ratios.

               Additional Requirements. Loan Covenants to be measured quarterly.

               EBITDA to Debt  Service - Minimum of 1.5x Funded Debt to EBITDA -
               Maximum of 4.0x, stepping down to 3.5x on September 30, 2008, and
               3.0x on  September  30, 2009 Funded Debt to Tangible  Net Worth -
               Maximum of 2.0x Tangible Net Worth - Minimum of $5,000,000.00

               The above  terms are  defined  as  follows:
               EBITDA  means,  with respect to Borrower for any period,  (i) the
               sum  of  (a)  net  income,   (b)  cash  interest   expense,   (c)
               depreciation and amortization  expense,  (d) federal,  state, and
               local income or franchise taxes, (e) any losses incurred from the
               sale of fixed assets, and (f) non-recurring  expenses  associated
               with the acquisition of Radix  Corporation,  minus (ii) any gains
               realized  from the sale of fixed  assets,  in each  case for such
               period,  computed  and  calculated,   without  duplication.   For
               purposes of calculating the financial  covenants  herein,  EBITDA
               shall not include the EBITDA of any acquired  company or division
               for any period prior to the date of such acquisition.

                                       10

               Funded Debt means, as to Borrower at any particular time, the sum
               of (a) all  obligations  for borrowed  money (whether as a direct
               obligor on a promissory note, bond,  debenture,  or other similar
               instrument,  as a reimbursement obligor with respect to an issued
               letter of credit or similar  instrument,  as an  obligor  under a
               guaranty  in respect of borrowed  money,  or as any other type of
               direct or  contingent  obligor),  and (b) all  capitalized  lease
               obligations   (other  than  the   interest   component   of  such
               obligations), calculated without duplication.

               Debt Service means,  with respect to the Borrower for any period,
               the aggregate amount of scheduled  principal and interest expense
               payments made by Borrower an all Funded Debt.

               Tangible Net Worth of Borrower means the Borrower's shareholder's
               equity (included retained  earnings),  less the book value of all
               intangible  assets  (including,   without  limitation,   all  (i)
               deposits to any person  other than  deposit  accounts  maintained
               with financial  institutions  in the ordinary course of business,
               (ii) deferred  financing  costs,  net, (iii) deferred fees,  (iv)
               capitalized  product  development,   (v)  receivables  where  the
               account  debtor  thereunder is a director,  officer,  employee or
               agent of the  Borrower,  (vi)  receivables  where the debtor is a
               subsidiary  or affiliate of the  Borrower,  (vii)  goodwill,  and
               (viii) other intangible assets determined by Lender.

               Except as provided  above,  all  computations  made to  determine
               compliance  with the  requirements  contained  in this  paragraph
               shall be made in accordance  with generally  accepted  accounting
               principles,  applied on a  consistent  basis,  and  certified  by
               Borrower as being true and correct.

          Insurance.  Maintain fire and other risk insurance,  public  liability
          insurance, and such other insurance as Lender may require with respect
          to Borrower's properties and operations,  in form, amounts,  coverages
          and with  insurance  companies  acceptable to Lender.  Borrower,  upon
          request  of  Lender,  will  deliver  to  Lender  from time to time the
          policies or certificates of insurance in form  satisfactory to Lender,
          including  stipulations  that  coverages  will  not  be  cancelled  or
          diminished  without  at least ten (10) days  prior  written  notice to
          Lender.  Each  insurance  policy  also shall  include  an  endorsement
          providing that coverage in favor of Lender will not be impaired in any
          way by any act,  omission or default of Borrower or any other  person.
          In connection with all policies  covering assets in which Lender holds
          or is offered a security interest for the Loans, Borrower will provide
          Lender with such lender's loss payable or other endorsements as Lender
          may require.

          Insurance Reports.  Furnish to Lender, upon request of Lender, reports
          on each existing  insurance  policy showing such information as Lender
          may reasonably  request,  including without  limitation the following:
          (1) the name of the insurer;  (2) the risks insured; (3) the amount of
          the policy; (4) the properties insured;  (5) the then current property
          values  on the basis of which  insurance  has been  obtained,  and the
          manner of determining those values; and (6) the expiration date of the
          policy.  In addition,  upon request of Lender  (however not more often
          than   annually),   Borrower  will  have  an   independent   appraiser

                                       11

          satisfactory to Lender determine, as applicable, the actual cash value
          or  replacement  cost of any  Collateral.  The cost of such  appraisal
          shall be paid by Borrower.

          Other  Agreements.  Comply with all terms and  conditions of all other
          agreements,  whether now or hereafter  existing,  between Borrower and
          any other  party and  notify  Lender  immediately  in  writing  of any
          default in connection with any other such agreements.

          Loan Proceeds.  Use all Loan proceeds  solely for Borrower's  business
          operations, unless specifically consented to the contrary by Lender in
          writing.

          Taxes,  Charges  and  Liens.  Pay and  discharge  when  due all of its
          indebtedness  and  obligations,   including  without   limitation  all
          assessments,  taxes,  governmental charges, 1evies and liens, of every
          kind and nature,  imposed upon Borrower or its properties,  income, or
          profits,  prior to the date on which penalties  would attach,  and all
          lawful claims that, if unpaid,  might become a lien or charge upon any
          of  Borrower's  properties,  income,  or  profits.  Provided  however,
          Borrower   will  not  be  required  to  pay  and  discharge  any  such
          assessment,  tax,  charge,  levy,  lien  or  claim  so long as (1) the
          legality of the same shall be contested  in good faith by  appropriate
          proceedings,  and (2) Borrower  shall have  established  on Borrower's
          books  adequate  reserves with respect to such  contested  assessment,
          tax, charge, levy, lien, or claim in accordance with GAAP.

          Performance.  Perform and comply, in a timely manner,  with all terms,
          conditions, and provisions set forth in this Agreement, in the Related
          Documents,  and  in  all  other  instruments  and  agreements  between
          Borrower and Lender.  Borrower  shall  notify  Lender  immediately  in
          writing of any default in connection with any agreement.

          Operations.   Maintain   executive  and   management   personnel  with
          substantially  the same  qualifications  and experience as the present
          executive and management  personnel;  provide written notice to Lender
          of any change in  executive  and  management  personnel;  conduct  its
          business affairs in a reasonable and prudent manner.

          Environmental  Studies.  Promptly conduct and complete,  at Borrower's
          expense, all such investigations,  studies,  samplings and testings as
          may be requested by Lender or any governmental  authority  relative to
          any substance,  or any waste or by product of any substance defined as
          toxic or a hazardous  substance under  applicable  federal,  state, or
          local law, rule, regulation,  order or directive,  at or affecting any
          property or any facility owned, leased or used by Borrower.

          Compliance  with  Governmental  Requirements.  Comply  with all  laws,
          ordinances,  and  regulations,  now or  hereafter  in  effect,  of all
          governmental  authorities  applicable  to the  conduct  of  Borrower's
          properties,  businesses and operations, and to the use or occupancy of
          the  Collateral,  including  without  limitation,  the Americans  With
          Disabilities  Act.  Borrower  may  contest in good faith any such law,
          ordinance,   or  regulation   and  withhold   compliance   during  any
          proceeding,  including  appropriate  appeals,  so long as Borrower has
          notified  Lender  in  writing  prior to  doing  so and so long as,  in
          Lender's sole opinion,  Lender's  interests in the  Collateral are not
          jeopardized.

                                       12

          Lender may  require  Borrower  to post  adequate  security or a surety
          bond, reasonably satisfactory to Lender, to protect Lender's interest.

          Inspection.  Permit  employees  or agents of Lender at any  reasonable
          time to  inspect  any and all  Collateral  for the Loan or  Loans  and
          Borrower's other properties and to examine or audit Borrower's  books,
          accounts,  and records and to make copies and  memoranda of Borrower's
          books, accounts, and records. If Borrower now or at any time hereafter
          maintains any records (including without limitation computer generated
          records and  computer  software  programs for the  generation  of such
          records) in the possession of a third party, Borrower, upon request of
          Lender,  shall notify such party to permit  Lender free access to such
          records at all  reasonable  times and to provide Lender with copies of
          any records it may request, all at Borrower's expense.

          Compliance  Certificates.  Unless waived in writing by Lender, provide
          Lender within  fifteen (15) days after the end of each Month End, with
          a certificate executed by Borrower's chief financial officer, or other
          officer  or  person   acceptable  to  Lender,   certifying   that  the
          representations  and  warranties  set forth in this Agreement are true
          and correct as of the date of the certificate  and further  certifying
          that, as of the date of the  certificate,  no Event of Default  exists
          under this Agreement.

          Environmental  Compliance  and Reports.  Borrower  shall comply in all
          respects with any and all  Environmental  Laws; not cause or permit to
          exist,  as a result  of an  intentional  or  unintentional  action  or
          omission  on  Borrower's  part or on the part of any third  party,  on
          property owned and/or occupied by Borrower, any environmental activity
          where damage may result to the environment,  unless such environmental
          activity is pursuant to and in  compliance  with the  conditions  of a
          permit issued by the appropriate federal,  state or local governmental
          authorities,  shall furnish to Lender promptly and in any event within
          thirty (30) days after receipt thereof a copy of any notice,  summons,
          lien,  citation,  directive,  letter or other  communication  from any
          governmental  agency or instrumentality  concerning any intentional or
          unintentional action or omission on Borrower's part in connection with
          any  environmental  activity  whether  or not  there is  damage to the
          environment and/or other natural resources.

          Additional  Assurances.  Make,  execute  and  deliver  to Lender  such
          promissory  notes,  mortgages,  deeds of trust,  security  agreements,
          assignments,  financing statements,  instruments,  documents and other
          agreements  as Lender  or its  attorneys  may  reasonably  request  to
          evidence and secure the Loans and to perfect all Security Interests.

LENDER'S  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lender's  interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents,  including
but not limited to  Borrower's  failure to discharge or pay when due any amounts
Borrower is required to  discharge  or pay under this  Agreement  or any Related
Documents,  Lender on Borrower's behalf may (but shall not be obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging or paying all taxes,  liens,  security  interests,  encumbrances and
other  claims,  at any time  levied or placed on any  Collateral  and paying all
costs  for  insuring,  maintaining  and  preserving  any  Collateral.  All  such
expenditures  incurred  or paid by  lender  for such  purposes

                                       13

will  then  bear  interest  at the rate  charged  under  the Note  from the date
incurred  or paid by  Lender  to the date of  repayment  by  Borrower.  All such
expenses will become a part of the indebtedness  and, at Lender's  option,  will
(A) be  payable  on  demand;  (B) be  added  to the  balance  of the Note and be
apportioned  among and be payable  with any  installment  payments to become due
during  either  (1) the  term of any  applicable  insurance  policy;  or (2) the
remaining term of the Note, or (C) be treated as a balloon payment which will be
due and payable at the Note's maturity.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

          Indebtedness  and Liens.  (1) Except  for trade debt  incurred  in the
          normal course of business and  indebtedness to Lender  contemplated by
          this  Agreement,  create,  incur or assume  indebtedness  for borrowed
          money, including capital leases; (2) sell, transfer, mortgage, assign,
          pledge,  lease,  grant a  security  interest  in, or  encumber  any of
          Borrower's  assets (except as allowed as Permitted Liens), or (3) sell
          with recourse any of Borrower's accounts, except to Lender.

          Continuity  of  Operations.  (1)  Engage  in any  business  activities
          substantially  different  than those in which  Borrower  is  presently
          engaged, (2) cease operations,  liquidate, merge, transfer, acquire or
          consolidate  with any  other  entity,  change  its name,  dissolve  or
          transfer or sell Collateral out of the ordinary course of business, or
          (3) pay any  dividends  on  Borrower's  stock  (other  than  dividends
          payable in its stock),  provided,  however  that  notwithstanding  the
          foregoing, but only so long as no Event of Default has occurred and is
          continuing or would result from the payment of dividends,  if Borrower
          is a "Subchapter S  Corporation"  (as defined in the Internal  Revenue
          Code of 1986,  as  amended),  Borrower  may pay cash  dividends on its
          stock to its  shareholders  from time to time in amounts  necessary to
          enable the  shareholders to pay income taxes and make estimated income
          tax payments to satisfy their  liabilities under federal and state law
          which arise solely from their status as Shareholders of a Subchapter S
          Corporation  because of their ownership of shares of Borrower's stock,
          or purchase or retire any of Borrower's outstanding shares or alter or
          amend Borrower's capital structure.

          Loans,  Acquisitions  and Guaranties.  (1) Loan,  invest in or advance
          money or  assets  to any  other  person,  enterprise  or  entity,  (2)
          purchase,  create or acquire any interest in any other  enterprise  or
          entity,  or (3) incur any obligation as surety or guarantor other than
          in the ordinary course of business.

          Agreements.  Borrower will not enter into any agreement containing any
          provisions  which would be violated or breached by the  performance of
          Borrower's obligations under this Agreement or in connection herewith.

CESSATION OF  ADVANCES.  If Lender has made any  commitment  to make any Loan to
Borrower,  whether  under this  Agreement or under any other  agreement,  Lender
shall have no  obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the  Related  Documents  or any  other  agreement  that  Borrower  or any
Guarantor  has  with  Lender;  (B)  Borrower  or  any

                                       14

Guarantor dies, becomes  incompetent or becomes  insolvent,  files a petition in
bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there occurs a
material  adverse  change in Borrower's  financial  condition,  in the financial
condition of any Guarantor, or in the value of any Collateral securing any Loan;
or (D) any Guarantor  seeks,  claims or otherwise  attempts to limit,  modify or
revoke such Guarantor's guaranty of the Loan or any other loan with Lender.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff in all  Borrower's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes all accounts  Borrower  holds
jointly  with  someone  else and all  accounts  Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower  authorizes Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.

DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement.

          Payment Default. Borrower fails to make any payment when due under the
          loan.

          Other Defaults.  Borrower fails to comply with or to perform any other
          term, obligation, covenant or condition contained in this Agreement or
          in any of the  Related  Documents  or to comply with or to perform any
          term,  obligation,  covenant  or  condition  contained  in  any  other
          agreement between Lender and Borrower.

          Default in Favor of Third  Parties.  Borrower or any Grantor  defaults
          under any loan, extension of credit,  security agreement,  purchase or
          sales  agreement,  or any  other  agreement,  in  favor  of any  other
          creditor or person that may materially affect any of Borrower's or any
          Grantor's property or Borrower's or any Grantor's ability to repay the
          Loans or perform their respective  obligations under this Agreement or
          any of the Related Documents.

          False  Statements.  Any warranty,  representation or statement made or
          furnished  to Lender by Borrower or on  Borrower's  behalf  under this
          Agreement  or the  Related  Documents  is false or  misleading  in any
          material  respect,  either  now or at the time  made or  furnished  or
          becomes false or misleading at any time thereafter.

          Insolvency.  The dissolution or termination of Borrower's existence as
          a going  business,  the insolvency of Borrower,  the  appointment of a
          receiver for any part of Borrower's  property,  any assignment for the
          benefit  of  creditors,   any  type  of  creditor   workout,   or  the
          commencement of any proceeding under any bankruptcy or insolvency laws
          by or against Borrower.

          Defective  Collateralization.  This  Agreement  or any of the  Related
          Documents ceases to be in full force and effect (including  failure of
          any  collateral  document  to  create a valid and  perfected  security
          interest or lien) at any time and for any reason.

          Creditor or Forfeiture  Proceedings.  Commencement  of  foreclosure or
          forfeiture  proceedings,  whether by judicial  proceeding,  self-help,
          repossession  or any other  method,  by any creditor of Borrower or by
          any governmental agency against any collateral

                                       15

          securing the Loan.  This includes a  garnishment  of any of Borrower's
          accounts, including deposit accounts, with Lender. However, this Event
          of  Default  shall  not  apply  if there is a good  faith  dispute  by
          Borrower as to the  validity or  reasonableness  of the claim which is
          the basis of the  creditor or  forfeiture  proceeding  and if Borrower
          gives Lender written  notice of the creditor or forfeiture  proceeding
          and deposits  with Lender  monies or a surety bond for the creditor or
          forfeiture proceeding,  in an amount determined by Lender, in its sole
          discretion, as being an adequate reserve or bond for the dispute.

          Events  Affecting  Guarantor.  Any of the preceding events occurs with
          respect to any Guarantor of any of the  indebtedness  or any Guarantor
          dies or becomes  incompetent,  or revokes or disputes the validity of,
          or liability under, any Guaranty of the Indebtedness.

          Change in Ownership.  Any change in ownership of  twenty-five  percent
          (25%) or more of the common stock of Borrower.

          Adverse  Change.  A  material  adverse  change  occurs  in  Borrower's
          financial  condition,  or Lender  believes  the prospect of payment or
          performance of the Loan is impaired.

          Right to Cure. If any default,  other than a default on  Indebtedness,
          is curable and if  Borrower  or  Grantor,  as the case may be, has not
          been given a notice of a similar  default within the preceding  twelve
          (12) months,  it may be cured if Borrower or Grantor,  as the case may
          be, after receiving  written notice from Lender demanding cure of such
          default: (1) cure the default within ten (10) days; or (2) if the cure
          requires  more than ten (10) days,  immediately  initiate  steps which
          Lender deems in Lender's sole  discretion to be sufficient to cure the
          default and  thereafter  continue  and  complete  all  reasonable  and
          necessary steps sufficient to produce compliance as soon as reasonably
          practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related  Documents,  all commitments
and  obligations of Lender under this Agreement or the Related  Documents or any
other  agreement  immediately  will terminate  (including any obligation to make
further  Loan  Advances  or   disbursements),   and,  at  Lender's  option,  all
Indebtedness  immediately will become due and payable, all without notice of any
kind to  Borrower,  except  that in the case of an Event of  Default of the type
described in the  "Insolvency"  subsection  above,  such  acceleration  shall be
automatic  and not optional.  In addition,  Lender shall have all the rights and
remedies  provided in the Related  Documents or available at law, in equity,  or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and  remedies   shall  be  cumulative   and  may  be  exercised   singularly  or
concurrently.  Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy,  and an election to make  expenditures or to take action to
perform an obligation  of Borrower or of any Grantor  shall not affect  Lender's
right to declare a default and to exercise its rights and remedies.

ADDITIONAL  EVENTS OF DEFAULT.  I agree to provide  reasonable  financial/income
information including, but not limited to, signed financial statements,  Federal
Tax Returns, and lease/rental documents to the Lender within 30 days of Lender's
written  request.  The financial  statement  shall consist of at least a balance
sheet, a listing of all contingent liabilities,  and a statement of year-to-date
income  as of the  close  of my last  fiscal  year.  Failure  on the part of the

                                       16

borrower(s) to provide the requested  information  may be considered an event of
default under this note or agreement.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

          Amendments.  This  Agreement,  together  with any  Related  Documents,
          constitutes the entire  understanding  and agreement of the parties as
          to the  matters  set  forth in this  Agreement.  No  alteration  of or
          amendment to this Agreement shall be effective unless given in writing
          and  signed by the party or  parties  sought to be charged or bound by
          the alteration or amendment.

          Attorneys' Fees;  Expenses.  Borrower agrees to pay upon demand all of
          Lender's costs and expenses,  including  Lender's  attorneys' fees and
          Lender's legal  expenses,  incurred in connection with the enforcement
          of this Agreement. Lender may hire or pay someone else to help enforce
          this Agreement,  and Borrower shall pay the costs and expenses of such
          enforcement.  Costs and expenses include Lender's  attorneys' fees and
          legal expenses whether or not there is a lawsuit, including attorneys'
          fees and legal expenses for bankruptcy  proceedings (including efforts
          to modify or vacate any automatic  stay or  injunction),  and appeals.
          Borrower  also shall pay all court costs and such  additional  fees as
          may be directed by the court.

          Caption   Headings.   Caption  headings  in  this  Agreement  are  for
          convenience  purposes  only  and are not to be  used to  interpret  or
          define the provisions of this Agreement.

          Consent  to  Loan  Participation.  Borrower  agrees  and  consents  to
          Lender's  sale  or  transfer,  whether  now or  later,  of one or more
          participation interests in the Loan to one or more purchasers, whether
          related or  unrelated  to  Lender.  Lender may  provide,  without  any
          limitation  whatsoever,  to any one or more  purchasers,  or potential
          purchasers,  any  information  or  knowledge  Lender  may  have  about
          Borrower or about any other matter  relating to the Loan, and Borrower
          hereby waives any rights to privacy  Borrower may have with respect to
          such matters. Borrower additionally waives any and all notices of sale
          of participation  interests,  as well as all notices of any repurchase
          of  such  participation  interests.  Borrower  also  agrees  that  the
          purchasers of any such  participation  interests will be considered as
          the  absolute  owners of such  interests in the Loan and will have all
          the rights  granted  under the  participation  agreement or agreements
          governing the sale of such participation  interests.  Borrower further
          waives  all rights of offset or  counterclaim  that it may have now or
          later against Lender or against any purchaser of such a  participation
          interest  and  unconditionally  agrees  that  either  Lender  or  such
          purchaser   may   enforce   Borrower's   obligation   under  the  Loan
          irrespective  of  the  failure  or  insolvency  of any  holder  of any
          interest in the Loan.  Borrower  further  agrees that the purchaser of
          any  such   participation   interests   may  enforce   its   interests
          irrespective of any personal claims or defenses that Borrower may have
          against Lender.

          Governing  Law.  This  Agreement  will  be  governed  by  federal  law
          applicable  to Lender and, to the extent not preempted by federal law,
          the laws of the State of Missouri  without

                                       17

          regard to its  conflicts of law  provisions.  This  Agreement has been
          accepted by Lender in the State of Missouri.

          Choice of Venue. If there is a lawsuit,  Borrower agrees upon Lender's
          request to submit to the jurisdiction of the courts of JACKSON County,
          State of Missouri.

          Joint and Several  Liability.  All  obligations of Borrower under this
          Agreement  shall be joint and several,  and all references to Borrower
          shall mean each and every  Borrower.  This  means  that each  Borrower
          signing below is responsible  for all  obligations in this  Agreement.
          Where any one or more of the  parties is a  corporation,  partnership,
          limited  liability  company or similar entity, it is not necessary for
          Lender to inquire into the powers of any of the  officers,  directors,
          partners,  members, or other agents acting or purporting to act on the
          entity's behalf,  and any obligations made or created in reliance upon
          the professed  exercise of such powers shall be guaranteed  under this
          Agreement.

          No Waiver by  Lender.  Lender  shall not be deemed to have  waived any
          rights under this Agreement unless such waiver is given in writing and
          signed  by  Lender.  No delay or  omission  on the part of  Lender  in
          exercising  any right  shall  operate as a waiver of such right or any
          other right. A waiver by Lender of a provision of this Agreement shall
          not  prejudice or constitute a waiver of Lender's  right  otherwise to
          demand strict compliance with that provision or any other provision of
          this Agreement.  No prior waiver by Lender,  nor any course of dealing
          between Lender and Borrower, or between Lender and any Grantor,  shall
          constitute a waiver of any of Lender's  rights or of any of Borrower's
          or any Grantor's  obligations as to any future transactions.  Whenever
          the consent of Lender is required under this  Agreement,  the granting
          of such  consent  by  Lender  in any  instance  shall  not  constitute
          continuing  consent to  subsequent  instances  where  such  consent is
          required  and in all cases such  consent may be granted or withheld in
          the sole discretion of Lender.

          Notices. Any notice required to be given under this Agreement shall be
          given in writing, and shall be effective when actually delivered, when
          actually received by telefacsimile (unless otherwise required by law),
          when deposited with a nationally  recognized overnight courier, or, if
          mailed,  when  deposited in the United  States  mail,  as first class,
          certified  or  registered  mail  postage  prepaid,   directed  to  the
          addresses  shown near the beginning of this  Agreement.  Any party may
          change its address for notices  under this  Agreement by giving formal
          written  notice to the other parties,  specifying  that the purpose of
          the  notice is to change the  party's  address.  For notice  purposes,
          Borrower  agrees to keep Lender  informed  at all times of  Borrower's
          current  address.  Unless  otherwise  provided  or required by law, if
          there is more than one  Borrower,  any  notice  given by Lender to any
          Borrower is deemed to be notice given to all Borrowers.

          Severability. If a court of competent jurisdiction finds any provision
          of this Agreement to be illegal,  invalid,  or unenforceable as to any
          person or  circumstance,  that  finding  shall not make the  offending
          provision illegal, invalid, or unenforceable as to any other person or
          circumstance. If feasible, the offending provision shall be considered
          modified  so that it  becomes  legal,  valid and  enforceable.  If the
          offending  provision  cannot  be so  modified  it shall be  considered
          deleted from this  Agreement.  Unless  otherwise  required by law,

                                       18

          the illegality,  invalidity,  or  unenforceability of any provision of
          this   Agreement   shall  not  affect  the   legality,   validity   or
          enforceability of any other provision of this Agreement.

          Subsidiaries and Affiliates of Borrower.  To the extent the context of
          any  provisions  of this  Agreement  makes it  appropriate,  including
          without limitation any representation,  warranty or covenant, the word
          "Borrower" as used in this  Agreement  shall include all of Borrower's
          subsidiaries and affiliates.  Notwithstanding  the foregoing  however,
          under no  circumstances  shall this  Agreement be construed to require
          Lender  to make any Loan or other  financial  accommodation  to any of
          Borrower's subsidiaries or affiliates.

          Successors  and Assigns.  All covenants and agreements by or on behalf
          of Borrower contained in this Agreement or any Related Documents shall
          bind Borrower's  successors and assigns and shall inure to the benefit
          of Lender and its successors and assigns. Borrower shall not, however,
          have the right to assign Borrower's rights under this Agreement or any
          interest therein, without the prior written consent of Lender.

          Survival of Representations and Warranties.  Borrower  understands and
          agrees  that in  extending  Loan  Advances,  Lender is  relying on all
          representations,  warranties,  and covenants  made by Borrower in this
          Agreement  or in any  certificate  or other  instrument  delivered  by
          Borrower to Lender  under this  Agreement  or the  Related  Documents.
          Borrower further agrees that regardless of any  investigation  made by
          Lender,  all  such  representations,  warranties  and  covenants  will
          survive the  extension of Loan  Advances and delivery to Lender of the
          Related Documents, shall be continuing in nature, shall be deemed made
          and  redated by Borrower  at the time each Loan  Advance is made,  and
          shall  remain in full force and effect  until such time as  Borrower's
          Indebtedness  shall be paid in full, or until this Agreement  shall be
          terminated  in the manner  provided  above,  whichever  is the last to
          occur.

          Time is of the Essence.  Time is of the essence in the  performance of
          this Agreement.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings  attributed to such terms in the Uniform  Commercial  Code.  Accounting
words and terms not otherwise  defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting  principles as
in effect on the date of this Agreement.

          Account. The word "Account" means a trade account, account receivable,
          other receivable, or other right to payment for goods sold or services
          rendered owing to Borrower (or to a third party grantor  acceptable to
          Lender).

          Account Debtor.  The words "Account  Debtor" mean the person or entity
          obligated upon an Account.

                                       19

          Advance.  The word "Advance"  means a disbursement of Loan funds made,
          or to be made, to Borrower or on Borrower's behalf under the terms and
          conditions of this Agreement.

          Agreement.  The word  "Agreement"  means this Business Loan  Agreement
          (Asset Based),  as this Business Loan  Agreement  (Asset Based) may be
          amended or modified from time to time,  together with all exhibits and
          schedules  attached to this Business Loan Agreement (Asset Based) from
          time to time.

          Borrower.  The word "Borrower" means ELECSYS  CORPORATION;  DCI, INC.,
          NTG,  INC,  and RADIX  CORPORATION  and includes  all  co-signers  and
          co-makers signing the Note and all their successors and assigns.

          Borrowing  Base.  The words  "Borrowing  Base" mean,  as determined by
          Lender from time to time, the lesser of (1)  $6,000,000.00  or (2) the
          sum of (a) 80.000% of the aggregate amount of Eligible Accounts,  plus
          (b) 50.000% of the aggregate amount of Eligible Inventory.

          Business Day. The words "Business Day" mean a day on which  commercial
          banks are open in the State of Missouri.

          Collateral.  The word  "Collateral"  means  all  property  and  assets
          granted as  collateral  security for a Loan,  whether real or personal
          property, whether granted directly or indirectly,  whether granted now
          or in the  future,  and  whether  granted  in the  form of a  security
          interest,  mortgage,  collateral mortgage, deed of trust,  assignment,
          pledge,  crop pledge,  chattel mortgage,  collateral chattel mortgage,
          chattel trust, factor's lien, equipment trust, conditional sale, trust
          receipt,  lien,  charge,  lien or title retention  contract,  lease or
          consignment  intended as a security  device,  or any other security or
          lien  interest  whatsoever,  whether  created  by  law,  contract,  or
          otherwise.  The word Collateral also includes  without  limitation all
          collateral described in the Collateral section of this Agreement.

          Eligible Accounts. The words "Eligible Accounts" mean at any time, all
          of  Borrower's  Accounts  which contain  selling terms and  conditions
          acceptable to Lender.  The net amount of any Eligible  Account against
          which  Borrower  may borrow  shall  exclude  all  returns,  discounts,
          credits,  and offsets of any  nature.  Unless  otherwise  agreed to by
          Lender in writing, Eligible Accounts do not include:

               (1) Accounts with respect to which the Account Debtor is employee
               or agent of Borrower.

               (2)  Accounts  with  respect  to which  the  Account  Debtor is a
               subsidiary of, or affiliated  with Borrower or its  shareholders,
               officers, or directors.

               (3)   Accounts   with  respect  to  which  goods  are  placed  on
               consignment,  guaranteed  sale, or other terms by reason of which
               the payment by the Account Debtor may be conditional.

                                       20

               (4)  Accounts  with  respect to which  Borrower  is or may become
               liable to the Account Debtor for goods sold or services  rendered
               by the Account Debtor to Borrower.

               (5)  Accounts  which are  subject to  dispute,  counterclaim,  or
               setoff.

               (6)  Accounts  with  respect  to which  the  goods  have not been
               shipped or delivered,  or the services have not been rendered, to
               the Account Debtor.

               (7)  Accounts  with  respect  to  which   Lender,   in  its  sole
               discretion,  deems the creditworthiness or financial condition of
               the Account Debtor to be unsatisfactory.

               (8) Accounts of any Account Debtor who has filed or has had filed
               against it a petition in bankruptcy or an application  for relief
               under  any   provision  of  any  state  or  federal   bankruptcy,
               insolvency,  or debtor-in-relief acts; or who has had appointed a
               trustee,  custodian,  or receiver  for the assets of such Account
               Debtor,  or who  has  made  an  assignment  for  the  benefit  of
               creditors or has become  insolvent or fails  generally to pay its
               debts (including its payrolls) as such debts become due.

               (9) Accounts which have not been paid in full within 90 days from
               the invoice date.

               (10) All  Accounts  of any  account  debtor  of  Borrower  if any
               Account of such  account  debtor has not been paid in full within
               90 days of its invoice date.

               (11) All Accounts due from foreign companies.

          Eligible Inventory.  The words "Eligible Inventory" mean, at any time,
          all of Borrower's Inventory as defined below, except:

               (1)  Inventory  which is not owned by Borrower  free and clear of
               all security interests, liens, encumbrances,  and claims of third
               parties.

               (2) Inventory which Lender,  in its sole discretion,  deems to be
               obsolete,  unsalable,  damaged,  defective,  or unfit for further
               processing.

               (3) Work in progress.

          Environmental  Laws. The words  "Environmental  Laws" mean any and all
          state, federal and local statutes, regulations and ordinances relating
          to the  protection  of  human  health  or the  environment,  including
          without   limitation   the   Comprehensive   Environmental   Response,
          Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section
          9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization
          Act of 1986,  Pub L.  No.  99499  ("SARA"),  the  Hazardous  Materials
          Transportation  Act, 49 U.S.C.  Section  1801,  et seq.,  the Resource
          Conservation  and Recovery  Act, 42 U.S.C.

                                       21

          Section  6901,  et seq.,  or other  applicable  state or federal laws,
          rules, or regulations adopted pursuant thereto.

          Event of Default.  The words "Event of Default" mean any of the events
          of default set forth in this Agreement in the default  section of this
          Agreement.

          Expiration  Date.  The  words  "Expiration  Date"  mean  the  date  of
          termination of Lender's commitment to lend under this Agreement.

          GAAP. The word "GAAP" means generally accepted accounting principles.

          Grantor.  The word  "Grantor"  means  each and all of the  persons  or
          entities  granting a Security Interest in any Collateral for the Loan,
          including  without  limitation all Borrowers  granting such a Security
          Interest.

          Guarantor.  The word  "Guarantor"  means  any  guarantor,  surety,  or
          accommodation party of any or all of the Loan.

          Guaranty.  The word  "Guaranty"  means the guaranty from  Guarantor to
          Lender,  including without limitation a guaranty of all or part of the
          Note.

          Hazardous Substances.  The words "Hazardous Substances" mean materials
          that, because of their quantity,  concentration or physical,  chemical
          or  infectious  characteristics,  may  cause  or  pose  a  present  or
          potential  hazard to human health or the  environment  when improperly
          used,   treated,   stored,   disposed  of,  generated,   manufactured,
          transported or otherwise handled. The words "Hazardous Substances" are
          used in their very broadest sense and include  without  limitation any
          and all hazardous or toxic  substances,  materials or waste as defined
          by or  listed  under  the  Environmental  Laws.  The  term  "Hazardous
          Substances" also includes, without limitation, petroleum and petroleum
          by-products or any fraction thereof and asbestos.

          Indebtedness. The word "Indebtedness" means the indebtedness evidenced
          by the Note or Related Documents, including all principal and interest
          together with all other  indebtedness and costs and expenses for which
          Borrower  is  responsible  under  this  Agreement  or under any of the
          Related Documents.

          Inventory. The word "Inventory" means all of Borrower's raw materials,
          work in process, finished goods,  merchandise,  parts and supplies, of
          every  kind  and  description,  and  goods  held  for sale or lease or
          furnished  under  contracts  of service in which  Borrower  now has or
          hereafter acquires any right,  whether held by Borrower or others, and
          all documents of title,  warehouse receipts,  bills of lading, and all
          other  documents  of  every  type  covering  all  or any  part  of the
          foregoing.  Inventory includes inventory temporarily out of Borrower's
          custody or possession and all returns on Accounts.

          Lender.  The word "Lender" means Bank Midwest N.A , its successors and
          assigns.

          Loan.   The  word  "Loan"  means  any  and  all  loans  and  financial
          accommodations  from  Lender  to  Borrower  whether  now or  hereafter
          existing,  and however  evidenced,  including

                                       22

          without limitation those loans and financial  accommodations described
          herein or  described  on any  exhibit  or  schedule  attached  to this
          Agreement from time to time.

          Note. The word "Note" means the Note executed by ELECSYS  CORPORATION,
          DCI, INC., NTG, INC., and RADIX CORPORATION in the principal amount of
          $6,000,000.00  dated April 11,  2008,  together  with all renewals of,
          extensions of,  modifications of, refinancings of,  consolidations of,
          and substitutions for the note or credit agreement.

          Permitted  Liens.  The  words  "Permitted  Liens"  mean (1)  liens and
          security interests  securing  Indebtedness owed by Borrower to Lender;
          (2) liens for taxes,  assessments,  or similar  charges either not yet
          due or being  contested  in good  faith;  (3)  liens  of  materialmen,
          mechanics,  warehousemen,  or carriers, or other like liens arising in
          the ordinary course of business and securing obligations which are not
          yet  delinquent;  (4) purchase  money liens or purchase money security
          interests upon or in any property  acquired or held by Borrower in the
          ordinary course of business to secure indebtedness  outstanding on the
          date of this Agreement or permitted to be incurred under the paragraph
          of this  Agreement  titled  "Indebtedness  and  Liens";  (5) liens and
          security interests which, as of the date of this Agreement,  have been
          disclosed  to and  approved  by the Lender in  writing;  and (6) those
          liens and security  interests  which in the  aggregate  constitute  an
          immaterial and  insignificant  monetary amount with respect to the net
          value of Borrower's assets.

          Primary Credit Facility.  The words "Primary Credit Facility" mean the
          credit  facility  described  in the  Line of  Credit  section  of this
          Agreement.

          Related Documents.  The words "Related  Documents" mean all promissory
          notes, credit agreements,  loan agreements,  environmental agreements,
          guaranties,  security agreements,  mortgages, deeds of trust, security
          deeds, collateral mortgages, and all other instruments, agreements and
          documents,  whether now or hereafter existing,  executed in connection
          with the Loan.

          Security  Agreement.  The words "Security  Agreement" mean and include
          without limitation any agreements, promises, covenants,  arrangements,
          understandings or other agreements,  whether created by law, contract,
          or  otherwise,  evidencing,  governing,  representing,  or  creating a
          Security Interest.

          Security  Interest.   The  words  "Security  Interest"  mean,  without
          limitation,  any and all types of  collateral  security,  present  and
          future, whether in the form of a lien, charge, encumbrance,  mortgage,
          deed of trust, security deed, assignment, pledge, crop pledge, chattel
          mortgage,  collateral chattel mortgage,  chattel trust, factor's lien,
          equipment  trust,  conditional  sale,  trust  receipt,  lien or  title
          retention  contract,  lease  or  consignment  intended  as a  security
          device,  or any other  security or lien  interest  whatsoever  whether
          created by law, contract, or otherwise.

                                       23

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT OR TO FOREBEAR FROM
ENFORCING  REPAYMENT OF A DEBT  INCLUDING  PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE,  REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED THAT
IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT.  TO PROTECT YOU (BORROWER(S)) AND
US (CREDITOR) FROM  MISUNDERSTANDING OR DISAPPOINTMENT,  ANY AGREEMENTS WE REACH
COVERING SUCH MATTERS ARE  CONTAINED IN THIS WRITING,  WHICH IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.

WAIVE JURY. All parties to this  Agreement  hereby waive the right to jury trial
in any action,  proceeding,  or  counterclaim  brought by any party  against any
other party.

BORROWER  ACKNOWLEDGES  HAVING READ ALL THE  PROVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT  (ASSET  BASED) AND BORROWER  AGREES TO ITS TERMS.  THIS BUSINESS LOAN
AGREEMENT (ASSET BASED) IS DATED APRIL 11, 2008.


BORROWER:

ELECSYS CORPORATION


By:
   -------------------------------------------------
    KARL B. GEMPERLI, President & CEO
    of ELECSYS CORPORATION



DCI, INC.


By:
   -------------------------------------------------
     KARL B. GEMPERLI, President of DCI, INC.



NTG, INC.


By:
   --------------------------------------------------
    KARL B. GEMPERLI, Director/Treasurer of NTG, INC.

                                       24

RADIX CORPORATION


By:
   -------------------------------------------------
    KARL B. GEMPERLI, Director of RADIX CORPORATION



LENDER:


BANK MIDWEST, N.A.


By:
   -------------------------------------------------
    Authorized Signer

                                       25

EX-10.P

EXHIBIT 10(p)

                            CHANGE IN TERMS AGREEMENT

- ------------------ -------------- ------------- -------------- ------------- ------------- ------------- -------------
    Principal        Loan Date      Maturity       Loan No      Call / Coll     Account       Officer       Initials
  $6,000,000.00     04-11-2008     08-14-2008    2000206013        5300         309275         123
- ----------------------------------------------------------------------------------------------------------------------
References in the boxes above are for Lender's use only and do not limit the
applicability of this document to any particular loan or item. Any item above
containing ***** has been omitted due to text length limitations.
- ----------------------------------------------------------------------------------------------------------------------

- ------------------ --------------------------------------------- ------------------- ----------------------------------
Borrower:          ELECSYS CORPORATION;                          Lender:             Bank Midwest, N.A
                   DCI, INC.; NTG, INC.; and RADIX CORPORATION                       Town Pavilion Facility
                   846 N. MARTWAY COURT                                              1111 Main Street
                   OLATHE, KS  66061                                                 Kansas City, MO  64105
- ------------------ --------------------------------------------- ------------------- ----------------------------------

============================================================================================

Principal Amount: $6,000,000.00    Initial Rate: 5.500%    Date of Agreement: April 11, 2008

DESCRIPTION OF EXISTING INDEBTEDNESS. A PROMISSORY NOTE IN THE AMOUNT OF
$5,000,000.00 DATED SEPTEMBER 25, 2007.

DESCRIPTION OF COLLATERAL. A COMMERCIAL SECURITY AGREEMENT IN THE NAME OF
ELECSYS CORPORATION, DATED DECEMBER 30, 2005.

A COMMERCIAL SECURITY AGREEMENT IN THE NAME OF NTG, INC., DATED DECEMBER 30,
2005.

A COMMERCIAL SECURITY AGREEMENT IN THE NAME OF DCI, INC., DATED DECEMBER 30,
2005.

A COMMERCIAL SECURITY AGREEMENT IN THE NAME OF ER ACQUISITION CORP. N/K/A RADIX
CORPORATION, DATED SEPTEMBER 25, 2007.

THIS LOAN IS CROSS COLLATERALIZED WITH LOAN NO. 2000208826.

DESCRIPTION OF CHANGE IN TERMS. INCREASE LINE OF CREDIT TO $6,000,000.00 AND
MODIFY RATE (SEE "VARIABLE INTEREST RATE" BELOW).

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on August 14, 2008. In addition, Borrower will
pay regular monthly payments of all accrued unpaid interest due as of each
payment date, beginning April 30, 2008, with all subsequent interest payments to
be due on the same day of each month after that.

VARIABLE INTEREST RATE. The interest rate on this loan is subject to change from
time to time based on changes in an independent index which is the Wall Street
Journal Prime Rate. That is the base rate on corporate loans posted by at least
75% of the nations 30 largest banks on the rate adjustment date (the "Index").
The Index is not necessarily the lowest rate charged by Lender on its loans. If
the Index becomes unavailable during the term of this loan, Lender may

designate a substitute index after notifying Borrower. Lender will tell Borrower
the current Index rate upon Borrower's request. The interest rate change will
not occur more often than each day. Borrower understands that Lender may make
loans based on other rates as well. The Index currently is 5.250% per annum. The
interest rate to be applied to the unpaid principal balance during this loan
will be at a rate equal to the Index, adjusted if necessary for any minimum and
maximum rate limitations described below, resulting in an initial rate of 5.500%
per annum. NOTICE: Under no circumstances will the interest rate on this loan be
less than 5.500% per annum or more than the maximum rate allowed by applicable
law.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.

PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT.

BORROWER:

ELECSYS CORPORATION

By:
     -----------------------------------------------------
       KARL B. GEMPERLI, President and CEO
       of ELECSYS CORPORATION




DCI, INC.

By:
     -----------------------------------------------------
       KARL B. GEMPERLI, President of DCI, INC.

NTG, INC.

By:
     -----------------------------------------------------
       KARL B. GEMPERLI, Director/Treasurer of NTG, INC.



RADIX CORPORATION

By:
     -----------------------------------------------------
       KARL B. GEMPERLI, Director of RADIX CORPORATION

EX-10.R

EXHIBIT 10(r)

                            ASSET PURCHASE AGREEMENT



     ASSET  PURCHASE  AGREEMENT  (the  "Agreement")  made as of August 31,  2007
between ER Acquisition  Corporation,  a Kansas corporation ("Buyer"),  and Radix
International  Corporation ("RIC"), a Delaware corporation and Radix Corporation
("RC"), a Delaware corporation (collectively "Seller").

                              Preliminary Statement

     WHEREAS,  Seller desires to sell, assign,  transfer,  convey and deliver to
Buyer and Buyer desires to purchase  from Seller the Assets (as defined  below),
subject to the terms and conditions of this Agreement; and

     WHEREAS,  Seller desires to assign,  transfer,  convey and deliver to Buyer
and Buyer desires to assume all of Seller's  rights and  obligations  related to
(i) the Seller's Assets (as defined below) and (ii) the Assumed  Liabilities (as
defined below), subject to the terms and conditions of this Agreement.

     NOW THEREFORE, the parties,  intending to be legally bound, and in reliance
upon the  representations,  warranties and other terms set forth herein,  hereby
agree as follows:

     1. Assets Purchased and Sold. Subject to the terms and conditions contained
in this  Agreement,  on the Closing  Date Seller shall sell,  assign,  transfer,
convey and deliver to Buyer all of Seller's right,  title and interest in and to
the following assets (collectively, the "Assets"):

          (a) All  inventories  of raw material,  work-in-progress  and finished
     goods of the Seller existing on the Closing Date (as defined below);

          (b) All fixed assets that are either: (i) listed on Seller's financial
     statements  as  "Property  and  Equipment",  or (ii) any tools and fixtures
     necessary to the  operation of Seller's  business  and,  that are in either
     case, listed on "Schedule 1(b)" hereto;

          (c) All intellectual  property of Seller,  including,  but not limited
     to, all patents,  patent  applications,  trade names,  trademarks,  service
     names, service marks, software,  business processes,  engineering drawings,
     art work,  customer lists, vendor lists, the Radix Internet URL, names, and
     phone  number,  all  marketing  and  collateral  material,  and  any  other
     intellectual property of the Seller;

          (d) All purchase  orders from or contracts with existing  customers as
     listed on "Schedule 1(d)";

          (e) All  deposits  paid by the Seller and  listed on  "Schedule  1(e)"
     hereto;

          (f) All accounts  receivable of the Seller,  including those listed on
     "Schedule 1(f)" hereto; and

          (g) All records and files  necessary or  appropriate to own or operate
     the Assets

or perform the obligations explicitly assumed by Buyer.

Any of the assets of Seller not listed above shall be retained by Seller and are
referred to herein as the excluded assets (the "Excluded Assets").

     2. Assignment and Assumption of the  Liabilities.  Subject to the terms and
conditions  contained  in this  Agreement,  on the Closing  Date,  Seller  shall
assign,  transfer,  convey and deliver to Buyer, and Buyer shall assume and pay,
all of Seller's right, title and interest in and to (i) all of Seller's accounts
payable  and certain of Seller's  accrued  liabilities,  each as existing on the
Closing Date,  provided that such  payables and  liabilities  are also listed on
(and only to the extent of the amount reflected on) "Schedule 2.1" hereto,  (ii)
all of  Seller's  purchase  orders  (except  those  that are not  related to the
Operating Business and are cancelable) and contracts with vendors, customers and
distributors  existing on the Closing Date,  provided that such purchase  orders
and  contracts  are  also  listed  on  "Schedule  2.2"  hereto,  and  (iii)  the
compensation  and severance  benefits owed to Seller's  employees,  based on the
data listed on "Schedule 2.3" and the severance  benefits  generally provided to
employees of Seller. The items referred to in clauses (i), (ii), and (iii) above
are collectively referred to as the "Assumed  Liabilities".  On the Closing Date
Buyer shall assume sole  responsibility  to perform,  satisfy and  discharge all
duties,  obligations,  terms, conditions and covenants arising after the Closing
Date that the Seller is  otherwise  bound to  perform,  discharge  or  otherwise
satisfy,  to the extent and only to the extent  such  responsibilities,  duties,
obligations,  terms,  conditions  and covenants are  explicitly  included in the
Assumed  Liabilities.  Except as set forth above,  Buyer shall not assume, or in
any way be liable or responsible for, any of the liabilities,  accounts payable,
orders,  contracts,  agreements,  leases,  or other  obligations  of any  nature
whatsoever of Seller. As to the severance  benefits owed to Seller's  employees,
Buyer  agrees that as to any employee of Seller to whom it either does not offer
employment  initially  following  the Closing or that it  terminates  within six
months following the Closing for any reason other than  non-performance  by such
employee or for cause,  Buyer shall pay severance benefits based on Schedule 2.3
for such employee.

     3. Premises Lease.  Buyer shall not assume any obligations  pursuant to the
lease for the premises  currently  occupied by Seller (the "Premises") but shall
be granted  the right by Seller on the Closing  Date to occupy such  Premises on
the temporary basis described below. At Closing,  Buyer will pay Seller a fee of
$32,670 for the right to access and use the Premises  for thirty days  following
the Closing  Date.  Following  that thirty day period,  Buyer will pay Seller in
advance a fee of  $8,167.50  for the right to access  and use the  Premises  for
successive  seven day  periods.  Buyer may vacate the  Premises  at any time and
cease  payments  upon 30 days'  notice  to  Seller.  Buyer  shall  have no other
obligation  related to the  Premises,  and Seller  agrees to indemnify  and hold
Buyer  harmless  against  any and all claims by any third  party  related to the
Premises;  provided,  however,  Buyer shall not be held harmless from any claims
caused by the acts or negligence of Buyer or its employees or agents.

     4.  Purchase  Price.  In  consideration  of Seller's  sale of the Assets to
Buyer,  Buyer  unconditionally  agrees, in addition to assumption of the Assumed
Liabilities,  to pay to Seller at Closing a total of $1,000  (hereinafter called
the "Purchase Price").

                                       2

     5. Contingent Payments.

          (a) In addition  to the  Purchase  Price to be paid at  Closing,  upon
     satisfaction of the conditions set forth in this Section 5, Buyer will make
     payments  ("Contingent  Payments")  to Seller  based  upon 10% of the gross
     receipts  as  accrued  by Buyer that  exceed  $7,500,000  during an Earnout
     Period (the  "Annual  Threshold")  as a result of the sale of products  and
     services that use or are based,  in whole or in part,  on the  intellectual
     property  transferred  by  Seller to Buyer  (the  "Ongoing  Business").  An
     "Earnout  Period" is a  12-month  period.  The first  Earnout  Period  will
     commence on the first day of the calendar month following the Closing Date.
     The Contingent  Payment may be payable for up to five Earnout Periods.  The
     maximum amount of Contingent Payment payable by Buyer to Seller, during all
     Earnout Periods together, is $2,200,000.

          (b)  Subject  to the credit  described  in the last  sentence  of this
     Section 5(b) and the aggregate  maximum  amount  described in Section 5(a),
     the Contingent Payments following the Closing Date, will be made in cash on
     a quarterly  basis during the first three  quarters of each Earnout  Period
     using  $1,875,000 as the quarterly  threshold  gross  revenue  target.  The
     amount of the final quarterly  payment will be determined  using the Annual
     Threshold and the actual annual gross  revenues  during such Earnout Period
     and will subtract any quarterly payments  previously made for such year. If
     at the end of each Earnout Period (other than the first Earnout  Period) it
     is  determined  that the sum of the  quarterly  payments  for such  Earnout
     Period  exceeds the actual  payment due as  determined  on an annual  basis
     ("Excess  Payments"),  such Excess  Payments may be retained by the Seller,
     but will be credited against amounts due in future Earnout Periods.

          (c) The  Contingent  Payment,  if any,  due to  Seller  for the  first
     quarterly  period of the first Earnout Period shall be paid to Seller.  The
     first  $200,000  of  Contingent  Payments  due to Seller for the second and
     subsequent  quarterly periods (the "Holdback Amount") will be held by Buyer
     in a  segregated  interest  bearing  account  and  may  be  unconditionally
     released,  upon five (5) days advanced written notice to Seller  describing
     such  liabilities,  to compensate  Buyer for any  liabilities  of Seller to
     Buyer under this Agreement and to compensate  Buyer for any Excess Payments
     made during the first Earnout Period.  The amount,  if any, of the Holdback
     Amount  remaining at the end of the ninth  earnout  quarter will be paid to
     Seller on such date.

          (d) In the event the net working capital as of the Closing Date of the
     Ongoing Business is less than $(658,000) (the "Target Number"),  then Buyer
     shall be  entitled  to offset  the  amount of the  difference  against  any
     Contingent  Payments  payable in  accordance  with this  Section 5, thereby
     reducing  the  Contingent  Payments  payable  and  the  maximum  amount  of
     Contingent Payments payable by the difference. In the event the net working
     capital as of the Closing Date is more than the Target Number,  then Seller
     shall be entitled to an increase in the amount of the  Contingent  Payments
     payable  at the end of the first  Earnout  Period in  accordance  with this
     Section  5 equal to the  amount in excess  of the  Target  Number,  thereby
     increasing  the  maximum  amount  of  Contingent  Payments  payable  by the
     difference. Net working capital shall be the sum of

                                       3

     accounts   receivable  and  inventory  minus  accounts   payable,   accrued
     liabilities, and unearned revenue.

          (e) Any amounts paid by Buyer to Seller  hereunder shall be used first
     to satisfy any claims for payment made by any third party against Seller.

     6.  Closing.  The  closing  ("Closing")  shall take place at the offices of
Blackwell  Sanders  LLP in Kansas  City,  Missouri  on  September  14, 2007 (the
"Closing  Date").  The Closing shall be effective as of 12:01 a.m. local time on
the Closing Date.

     7. Representations and Warranties of Seller and Buyer.

          (A) In addition to any other  representations and warranties contained
in this Agreement, Seller represents and warrants to Buyer that:

               (1)  There are no provisions of any existing  agreements  binding
                    on Seller or affecting  the Assets that  conflict with or in
                    any way prevent the  execution,  delivery or carrying out of
                    the terms of this Agreement.

               (2)  Except as set forth in Seller's  Schedule of Exceptions Part
                    7(A)(2),  Seller  is the sole  owner of all  Assets  and all
                    Assets will be assigned, transferred, conveyed and delivered
                    to Buyer  free  and  clear  of any and all  liens,  pledges,
                    claims  or  other   encumbrances   of  any  kind  (each,  an
                    "Encumbrance").

               (3)  Radix  International  Corporation and Radix  Corporation are
                    each  corporations  duly organized,  validly existing and in
                    good  standing  under  the laws of the  state  of  Delaware.
                    Seller  has the full  power and  authority  to  execute  and
                    deliver  this  Agreement,  to  perform  hereunder,   and  to
                    consummate the transactions contemplated hereby, without the
                    necessity  of any act,  approval,  or  consent  of any other
                    person, entity, or governmental  authority.  This Agreement,
                    when  executed,   will  constitute  the  valid  and  binding
                    obligation  of  the  Seller,   enforceable   against  Seller
                    according to its terms.

               (4)  Except as set forth in Seller's  Schedule of Exceptions Part
                    7(A)(4),  Seller is not, and  performance of its obligations
                    hereunder  will not cause it to be, in violation of any law,
                    rule,  regulation  or court  order,  local state or federal,
                    pertaining  to the  operation  or conduct  of its  business.
                    There are no judgments,  suits,  actions,  investigations or
                    proceedings  pending  or  threatened  in any court or by any
                    governmental   authority  or  private  arbitration  tribunal
                    against  Seller  or  the   completion  of  the   transaction
                    contemplated  herein,  nor is there any basis for any of the
                    foregoing.

                                       4

               (5)  Except as set forth in Seller's  Schedule of Exceptions Part
                    7(A)(5),  Seller  has  filed  in true and  correct  form all
                    federal,  state  and  local tax  returns  and other  reports
                    required to be filed, and has paid all taxes and assessments
                    which have become due and  payable,  whether or not so shown
                    on any such return or report.  Seller has received no notice
                    of, nor does  Seller  have any  knowledge  of, any notice of
                    deficiency   or   assessment   or  proposed   deficiency  or
                    assessment from any taxing governmental authority. There are
                    no audits  pending  with  respect to Seller and there are no
                    outstanding  agreements  or  waivers  by or with  respect to
                    Seller  that  extend  the  statutory  period of  limitations
                    applicable  to any  federal,  state,  local or  foreign  tax
                    returns or taxes for any period. There are no determined tax
                    deficiencies or proposed tax assessments against Seller.

               (6)  Except  with  respect to the  accounts  payable  and accrued
                    liabilities  listed on "Schedule  2.1",  Seller has paid all
                    bills,  invoices and other  obligations due to all creditors
                    of Seller as of the Closing Date,  and will promptly pay all
                    bills,  invoices and other  obligations  to all creditors of
                    Seller that may arise after the Closing Date.

               (7)  "Schedule 2.1" sets forth a true,  correct and complete list
                    of  all  accounts  payable  and  accrued  liabilities  to be
                    assumed by Buyer as of the date of this Agreement.

               (8)  Schedule "1(f)" sets forth a true, correct and complete list
                    of all accounts receivable as of the date of this Agreement.
                    All accounts  receivable arose out of the sales of inventory
                    or the  provision of services in the ordinary  course of the
                    Seller's business and to Seller's knowledge are collectable.

               (9)  Seller  shall  prepay its legal  counsel  fees for  services
                    rendered in  connection  with this  transaction  and related
                    matters.

               (10) The  execution  and  performance  of this  Agreement and the
                    agreements and instruments contemplated by this Agreement do
                    not and will not violate the  provisions  of the Articles of
                    Incorporation  or Bylaws  of Seller or any note,  indenture,
                    mortgage,  lease or other  agreement or  instrument to which
                    Seller  is a party or by which  Seller is bound or result in
                    the creation of any lien,  charge,  or encumbrance  upon the
                    Assets.

               (11) Except as set forth in Seller's  Schedule of Exceptions Part
                    7(A)(11),  Seller has  obtained in writing  all  consents of
                    third persons and governmental  agencies necessary to permit
                    the valid  and  effective  sale,  assignment,  transfer  and
                    conveyance of the Assets to the Buyer.

                                       5

               (12) Except as set forth in Seller's  Schedule of Exceptions Part
                    7(A)(12), there is no litigation,  action, claim, proceeding
                    or governmental  investigation pending or threatened against
                    Seller which may have an adverse effect upon the Assets, the
                    business conducted by Seller, the transactions  contemplated
                    by this  Agreement  or the ability of the parties  hereto to
                    perform their respective  obligations hereunder or under the
                    agreements or instruments  contemplated  by this  Agreement,
                    nor is  there  any  basis  known  for any  such  litigation,
                    action, claim proceeding or governmental investigation,  nor
                    has Seller been a party to any  litigation,  action,  claim,
                    proceeding or governmental  investigation during the two (2)
                    years  prior to the Closing  Date which  involved a judgment
                    against  Seller  of  $5,000  or  more  or a  payment  in the
                    settlement or otherwise by Seller of $5,000 or more.

               (13) All of the  tangible  Assets are in good  order,  repair and
                    operating  condition  subject,  however,  to the  effect  of
                    ordinary wear and tear and  depreciation  arising from lapse
                    of time or use with appropriate  maintenance except as noted
                    on the applicable schedule hereto describing such Assets.

          (B) Buyer represents and warrants to Seller that:

               (1)  Buyer is a corporation duly organized,  validly existing and
                    in good standing under the laws of the state of Kansas.

               (2)  There are no provisions of any existing  agreements  binding
                    on  Buyer  that  conflict  with  or in any way  prevent  the
                    execution,  delivery  or  carrying  out of the terms of this
                    Agreement.

               (3)  Buyer  has the full  power  and  authority  to  execute  and
                    deliver  this  Agreement,  to  perform  hereunder,   and  to
                    consummate the transactions contemplated hereby, without the
                    necessity  of any act,  approval,  or  consent  of any other
                    person, entity, or governmental  authority.  This Agreement,
                    when  executed,   will  constitute  the  valid  and  binding
                    obligation of the Buyer, enforceable against Buyer according
                    to its terms.

     8.  Conditions to Obligation to Close.  Each and every  obligation of Buyer
and Seller to be  performed in  connection  with the Closing on the Closing Date
shall be subject to the satisfaction of the following conditions:

          (a) A Bill of Sale executed by Seller in the form  attached  hereto as
     "Exhibit  8(a)"  selling,  assigning and  transferring  to Buyer all right,
     title  and  interest  in and to any and all  personal  property  comprising
     Assets;

                                       6

          (b) Seller shall provide releases of all financing statements or other
     evidences of security interests or liens filed or otherwise  perfected with
     respect to any of the Assets and not  theretofore  released,  terminated or
     satisfied of record;

          (c)  Seller  shall  provide  written  consents  of any  third  parties
     necessary to permit the valid and effective sale, assignment,  transfer and
     conveyance of the Assets to Buyer;

          (d) The opinion of counsel for Seller,  dated as of the Closing  Date,
     substantially in the form of "Exhibit 8(d)" hereto,  with only such changes
     as shall be in form and substance satisfactory to Buyer;

          (e) The appropriate assignments necessary to transfer record ownership
     of all of the  intellectual  property of Seller,  in a form  acceptable  to
     Buyer;

          (f) Seller shall have delivered to Buyer an executed Consent to Use of
     Names in the form attached hereto as Exhibit "8(f)"; and

          (g) Seller and Buyer shall have delivered to each other a certificate,
     signed   by  an   authorized   representative   and   providing   that  the
     representations and warranties contained in Sections 7(A) and 7(B), hereof,
     as applicable, remain true; and

          (h) Buyer  shall have  entered  into,  and be prepared to close on, an
     agreement   acceptable  to  it,   pursuant  to  which  it  will  repurchase
     receivables held by Stearns Bank and Stearns Bank shall release its lien on
     any,  and all,  of Seller's  assets.  Seller  shall  provide any consent or
     authorization  necessary  or  reasonable  for  the  completion  of  such an
     agreement.

     9. Post Closing Agreements and Obligations.

          (a) At any  time and  from  time to time  after  the  Closing,  at the
     Buyer's  request and without  further  consideration,  the Seller  promptly
     shall execute and deliver such instruments of sale,  transfer,  conveyance,
     assignment and  confirmation,  and take such other action, as the Buyer may
     reasonably request to more effectively  transfer,  convey and assign to the
     Buyer, and to confirm the Buyer's title to, the Assets, to put the Buyer in
     actual  possession and operating control of the Assets, to assist the Buyer
     in exercising all rights with respect  thereto and to carry out the purpose
     and intent of this Agreement; and

          (b) Any and all public  announcements  or other public  communications
     concerning this Agreement and the purchase of the Assets shall only be made
     by the Buyer.

     10. Covenants.  Except as may be otherwise  expressly provided herein, from
and after the date of the Agreement and until the Closing Date,  with respect to
the Assets, the Premises and the operations of the Premises, without the consent
of Buyer, Seller covenants and agrees that it will not:

                                       7

          (a) Incur any obligation or liability,  absolute or contingent, except
     liabilities incurred,  and obligations under contracts entered into, in the
     ordinary  course  of  business.  Seller  shall  consult  with  Buyer on all
     decisions  outside of the  ordinary  course  relating  to any aspect of its
     business;

          (b) Execute, grant or suffer any Encumbrance upon the Assets;

          (c) Effect any sale, transfer, Encumbrance or other disposition of the
     Assets and  properties  that would  otherwise  be  included  in the Assets,
     except for sales of  inventories  in the ordinary  course of business,  and
     except for machinery, equipment, furniture and fixtures replaced with items
     of equivalent or greater value;

          (d) Waive,  modify or  release  any  rights of  material  value to the
     Assets;

          (e) Amend,  modify,  assign,  transfer,  grant or terminate any of the
     Assumed Contracts; and

          (f) Take any action,  or fail to take any action,  that would  prevent
     any of the  representations  and warranties of Seller contained herein from
     being true in all material  respects at and as of the Closing Date with the
     same effect as though such  representations and warranties had been made at
     and as of the Closing Date.

     11. Indemnification and Resolution of Disputes.

          (A) Seller's  Indemnification.  Seller agrees to defend, indemnify and
hold harmless  Buyer  against and in respect of any and all loss,  liability and
expense resulting from:

               (1)  The inaccuracy of any  representation  or breach of warranty
                    or  non-fulfillment  of any  obligation by Seller under this
                    Agreement;

               (2)  Any  liabilities,  accounts  payable  or  other  obligations
                    relating  to the Assets or the Ongoing  Business  other than
                    the Assumed Liabilities; and

               (3)  Any and all actions,  suits,  proceedings,  claims, demands,
                    assessments, tax deficiencies, judgments, costs and expenses
                    (including attorneys' fees) incident to any of the foregoing
                    provisions.

               (B) Claims  Procedure.  Promptly after the assertion of any claim
by Buyer with respect to any matter  referred to in paragraph (A) above,  or the
receipt by Buyer of written notice of the assertion or the  commencement  of any
litigation with respect to any matter referred to in paragraph (A) above,  Buyer
shall give  written  notice of such claim to Seller  and  thereafter  shall keep
Seller reasonably informed with respect to that claim;  provided,  however, that
failure of Buyer to give notice as provided  in this  section  shall not relieve
Seller of its obligations  hereunder unless such failure prejudices or adversely
effects  Seller's  obligations  hereunder.  If any litigation is brought against
Buyer,  Seller shall be entitled to participate in such  litigation,

                                       8

and at the request of Buyer,  shall  assume the  defense  thereof  with  counsel
satisfactory  to the Buyer at the Seller's sole expense.  If Seller  assumes the
defense  of any  litigation,  it shall not  settle  the  litigation  unless  the
settlement shall include,  as an unconditional  term thereof,  the giving by the
claimant or plaintiff  of a release of Buyer,  satisfactory  to Buyer,  from all
liability with respect to such litigation.

               (C) Buyer's  Indemnification.  Buyer agrees to defend,  indemnify
and hold harmless  Seller against and in respect of any and all loss,  liability
and expense resulting from (i) the inaccuracy of any representation or breach of
warranty or non-fulfillment of any obligation by Buyer under this Agreement, and
(ii) any act or  negligence  of  Buyer,  its  officers,  employees,  and  agents
occurring  subsequent to the Closing and directly  related to its conduct of the
operations of the Ongoing Business.

               (D) Claims  Procedure.  Promptly after  assertion of any claim by
Seller with  respect to any matter  referred to in paragraph  (C) above,  or the
receipt by Seller of written notice of the assertion or the  commencement of any
litigation with respect to any matter referred to in paragraph (C) above, Seller
shall give written notice of such claim to Buyer and thereafter shall keep Buyer
reasonably informed with respect to that claim; provided,  however, that failure
of Seller to give notice as provided in this section  shall not relieve Buyer of
its obligations  hereunder unless such failure  prejudices or adversely  effects
Buyer's  obligations  hereunder.  If any litigation is brought  against  Seller,
Buyer shall be entitled to participate in such litigation, and at the request of
Seller, shall assume the defense thereof with counsel satisfactory to the Seller
at the Buyer' sole expense.  If Buyer assumes the defense of any litigation,  it
shall not settle the  litigation  unless the  settlement  shall  include,  as an
unconditional term thereof, the giving by the claimant or plaintiff of a release
of Seller,  satisfactory  to Seller,  from all  liability  with  respect to such
litigation.

     12.  Expenses.  Each  party to this  Agreement  shall pay its own  expenses
incidental to the  negotiation,  preparation,  execution and performance of this
Agreement and the transaction  contemplated hereby,  including,  but not limited
to,  the fees and  expenses  of their  respective  legal  counsel,  brokers  and
accountants.  Seller  shall  pay any  sales,  use or  transfer  taxes or fees in
connection with the transaction contemplated hereby.

     13.  Covenant Not to Compete.  From and after the Closing Date for a period
of  five  (5)  years,  Seller  shall  not,  and  shall  not  permit  any  of its
stockholders,  officers,  or directors to, compete with Buyer in any business of
the type  carried on by Seller  prior to the  Closing  Date in any area in which
Buyer is engaged in business. The term "compete" as used herein, means to engage
in competition,  directly or indirectly,  (including,  without  limitation:  (i)
soliciting  or selling to any  customer  with which  Buyer has or Seller had any
direct or indirect business contacts; (ii) developing,  marketing, licensing, or
distributing  any product or service related to the Ongoing  Business;  or (iii)
seek to hire or hire any employee of Buyer or any of its  affiliated  entities),
either as a proprietor, partner, employee, agent, consultant,  stockholder or in
any capacity or manner whatsoever.  The parties hereby acknowledge that remedies
at law for violations of this paragraph are inadequate and that only  injunctive
relief  is an  adequate  remedy  for such  violations.  The  provisions  of this
paragraph  are  severable;  if any  provision of this  paragraph or  application
thereof to any  circumstance is held invalid,  such invalidity  shall not

                                       9

affect the  provisions  or  applications  of this  paragraph  which can be given
effect without the invalid provision or application.

     14. Entire Agreement.  This Agreement and the exhibits and schedules hereto
constitutes the entire agreement  between the parties  pertaining to the subject
matter contained herein,  and supersedes all prior  agreements,  representations
and  understandings  of the parties.  No  modification  shall be binding  unless
executed in writing by the parties. No waiver of any provisions shall be deemed,
or shall constitute, a waiver of any other provision whether or not similar, nor
shall any waiver at one time constitute a continuing  waiver. No waiver shall be
binding unless executed in writing by the party making such waiver.

     15. Binding  Effect.  This  Agreement  shall be binding on and inure to the
benefit of the parties  hereto,  their  shareholders,  successors  in  interest,
heirs, executors and assigns.

     16.  Execution in  Counterparts;  Binding  Effect.  This  Agreement  may be
executed via facsimile and in one or more  counterparts,  each of which shall be
deemed an original and all of which  together  shall be  considered  one and the
same  agreement,  and  shall  become  a  binding  agreement  when  one  or  more
counterparts have been signed by each party and delivered to the other party.

     17.  Governing Law. This Agreement  shall be considered in accordance  with
and be governed by the laws of the State of Kansas.

     18.  Survival.  The provisions of this Agreement  shall survive the Closing
Date in accordance with the following provisions:

          (A) The  warranties  and  representations  made by each  party in this
Agreement shall survive for a period of thirty-six (36) months.

          (B) All  agreements,  covenants,  and  obligations on the part of each
party to be performed or observed hereunder shall survive for a period specified
by the applicable statute or period of limitations.







                           [Signature Page to Follow]

                                       10

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written, intending to be legally bound.



Radix International Corporation        ER Acquisition Corporation

By: ___________________________        By: _____________________________

Name: _________________________        Name: ___________________________

Title: __________________________      Title: ____________________________



Radix Corporation

By: ___________________________

Name: _________________________

Title: __________________________

                                       11

                                  Schedule 1(b)

                                  Schedule 1(d)

                                  Schedule 1(e)

                                  Schedule 1(f)

                                  Schedule 2.1



     In addition to the attached listings of Radix  International  Corporation -
Current  Liabilities,  prepared  8/28/2007,  and the Radix Corporation  Accounts
Payable Open Invoice Report,  dated 8/28/2007,  the following items are included
as  accrued  liabilities  and shall be added to the  total  balance  of  assumed
liabilities:

     1. Accrued  Liabilities at Radix Corporation of approximately  $125,330,  a
detailed listing will be incorporated prior to Closing; and

     2. An obligation to Lombard North Central Plc, an appointed  representative
of The Royal Bank of  Scotland  Plc,  required to settle the terms of a lease to
achieve  clear  title to certain  tooling  and moulds  necessary  to the ongoing
operation of Seller's business of approximately $84,420; and

     3. An obligation to First Class Service Ltd. (or Mr. Philip Rushforth), for
certain  fees related to the repair and storage of an Innovate  9000  In-Circuit
Test system and related  fixtures that it is holding at its facility in England.
Payment of  approximately  $19,000 is  required  to release  the  equipment  and
achieve possession of those assets.

                                  Schedule 2.2

                                  Schedule 2.3

                                   Schedule 7

                             Schedule of Exceptions

Part 7(A)(2)

(i)  Stearns  Bank holds a  perfected  security  interest in the assets of Radix
Corporation.  Radix  Corporation  has  given  notice  to  Stearns  Bank  of  the
termination of the credit  facility  provided by Stearns Bank. The Bank's credit
facility  will  terminate  November 30,  2007.  The credit  facility  requires a
minimum monthly fee of $5,000 until its termination.

(ii) Lombard North Central Plc, an appointed representative of The Royal Bank of
Scotland Plc, has title to certain  tooling and moulds  necessary to the ongoing
operation of Seller's business. Payment of (pound)41,792 (approximately $84,420)
is  required  to settle the terms of the lease and  achieve  clear  title to the
assets.

(iii) First Class  Service  Ltd. Is owed  certain fees related to the repair and
storage of an Innovate 9000 In-Circuit Test system and related  fixtures that it
is holding at its  facility  in  England.  Payment of  approximately  $19,000 is
required to release the equipment and achieve possession of those assets.

Part  7(A)(4)  - A suit is  pending  in Utah  State  Court  commenced  by  David
Meredith,  Plaintiff,  against  Radix  Corporation,  Defendant,  claiming  sales
commissions  due.  This suit is in the early stages of  discovery  and Seller is
vigorously defending all claims asserted by the Plaintiff.

Part  7(A)(5) - A wholly  owned  Canadian  subsidiary  of the Seller has been in
ongoing  communications with Canadian tax authorities in connection with alleged
delinquent income taxes.

Part  7(A)(11) - Carroll,  Inc.,  Landlord  of the  present  premises  of Seller
located at 4855 Wiley Post Way,  Salt Lake City,  Utah 84116,  has not consented
(as required by the  premises  lease) to the lease  arrangement  between RIC and
Buyer.  Seller's  counsel is negotiating  with Landlord's  counsel terms of such
consent.

Part  7(A)(12)  - The  statements  made in Part  7(A)(4)  of  this  Schedule  of
Exceptions is incorporated by this reference in this Part 7(A)(12).

                                  Exhibit 8(a)

                                  Exhibit 8(d)

                                  Exhibit 8(f)

EX-21

EXHIBIT 21

                       SUBSIDIARIES OF ELECSYS CORPORATION


Subsidiaries                                             State of Incorporation

DCI, Inc.                                                        Kansas

NTG, Inc.                                                        Kansas

Radix Corporation                                                Kansas

Airport Systems International, Inc.                              Kansas

EX-23.1

EXHIBIT 23.1



Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in Registration Statement (No.
333-62844) on Form S-8 of Elecsys Corporation of our report dated July 23, 2008
relating to our audit of the consolidated financial statements, which appear in
the Annual Report to Shareholders, which is incorporated in this Annual Report
on Form 10-KSB of Elecsys Corporation for the year ended April 30, 2008.



Kansas City, Missouri
July 23, 2008

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

  I, Karl B. Gemperli, certify that:
1)   I have reviewed this annual report on Form 10-KSB of Elecsys Corporation;
2)   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;
3)   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4)   The small business issuer's other certifying officers and I are responsible
     for establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
     business issuer and have:
     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the small
          business issuer, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during the
          period in which this annual report is being prepared;
     b)   [omitted];
     c)   Evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures, as
          of the end of the period covered by this report based on such
          evaluation; and
     d)   Disclosed in this report any change in the small business issuer's
          internal control over financial reporting that occurred during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's fourth fiscal quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and
5)   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent evaluation of internal control over financial
     reporting, to the small business issuer's auditors and the audit committee
     of the small business issuer's board of directors (or persons performing
     the equivalent functions):
     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the small business issuer's
          ability to record, process, summarize and report financial
          information; and
     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the small business issuer's
          internal control over financial reporting.

  Date:  July 23, 2008                   /s/ Karl B. Gemperli
                                       -----------------------------------------
                                       Karl B. Gemperli
                                       President and Chief Executive
                                       Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

     I, Todd A. Daniels, certify that:
1)   I have reviewed this annual report on Form 10-KSB of Elecsys Corporation;
2)   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;
3)   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;
4)   The small business issuer's other certifying officers and I are responsible
     for establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
     business issuer and have:
     a)   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the small
          business issuer, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during the
          period in which this annual report is being prepared;
     b)   [omitted];
     c)   Evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures, as
          of the end of the period covered by this report based on such
          evaluation; and
     d)   Disclosed in this report any change in the small business issuer's
          internal control over financial reporting that occurred during the
          small business issuer's most recent fiscal quarter (the small business
          issuer's fourth fiscal quarter in the case of an annual report) that
          has materially affected, or is reasonably likely to materially affect,
          the small business issuer's internal control over financial reporting;
          and
5)   The small business issuer's other certifying officers and I have disclosed,
     based on our most recent evaluation of internal control over financial
     reporting, to the small business issuer's auditors and the audit committee
     of the small business issuer's board of directors (or persons performing
     the equivalent functions):
     a)   All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the small business issuer's
          ability to record, process, summarize and report financial
          information; and
     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the small business issuer's
          internal control over financial reporting.

  Date:  July 23, 2008                   /s/ Todd A. Daniels
                                      ------------------------------------------
                                      Todd A. Daniels
                                      Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Elecsys Corporation (the"Company")
on Form 10-KSB for the annual period ended April 30, 2008, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, in the capacities and as of the date indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to my knowledge;

     1)  The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities and Exchange Act of 1934; and

     2)  The information contained in the Report fairly represents, in all
         material respects, the financial condition and results of operations of
         the Company.


Date:  July 23, 2008                   /s/ Karl B. Gemperli
                                       -----------------------------------------
                                       Karl B. Gemperli
                                       President, Chief Executive
                                       Officer (Principal Executive Officer)


[A signed original of this written statement required by Section 906 has been
provided to and will be retained by Elecsys Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.]

EX-32.2

EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Elecsys Corporation (the"Company")
on Form 10-KSB for the annual period ended April 30, 2008, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, in the capacities and as of the date indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to my knowledge;

     1)  The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities and Exchange Act of 1934; and

     2)  The information contained in the Report fairly represents, in all
         material respects, the financial condition and results of operations of
         the Company.


Date:  July 23, 2008                   /s/ Todd A. Daniels
                                       -----------------------------------------
                                       Todd A. Daniels
                                       Vice President and Chief Financial
                                       Officer (Principal Financial Officer)


[A signed original of this written statement required by Section 906 has been
provided to and will be retained by Elecsys Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.]