Re: Loan by JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)) ("Lender") to WHITE ELECTRONIC DESIGNS CORPORATION ("Borrower")

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                                                                    EXHIBIT 10.2

                                  [CHASE LOGO]

                                 March 22, 2006

WHITE ELECTRONIC DESIGNS CORPORATION
3601 East University Drive
Phoenix, Arizona 85034

      Re:    Loan by JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One,
            NA (Main Office Chicago)) ("Lender") to WHITE ELECTRONIC DESIGNS
            CORPORATION ("Borrower")

Ladies and Gentlemen;

      Lender has extended to Borrower credit pursuant to the Loan and Security
Agreement, dated January 7, 2000 (as amended from time to time, "Loan
Agreement") in the principal amount of $12,000,000.00 (the "Loan") and evidenced
by the Promissory Note, dated June 30, 2000 ("Note"). Capitalized terms used
herein and not otherwise defined shall have the meanings given them the Loan
Agreement.

      Lender and Borrower agree to amend the Loan Documents as follows:

      1. The definition of "Termination Date" in the Loan Agreement is hereby
amended to mean June 28, 2006.

      2. The definition of "Maturity Date" in the Note is hereby amended to mean
June 28, 2006.

      All other terms and conditions of the Loan Agreement and the other Loan
Documents shall remain unchanged