AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT

Exhibit 10.3.2

AMENDMENT NO. 1

to the

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

IST ACQUISITIONS, INC.

IMAGING AND SENSING TECHNOLOGY CORPORATION AND
CERTAIN OF THE SUBSIDIARIES OF
IMAGING AND SENSING TECHNOLOGY CORPORATION

AS LOAN PARTIES

AND

AMERICAN CAPITAL FINANCIAL SERVICES, INC.

AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

October 21, 2005

AMENDMENT NO. 1
to the
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

     THIS AMENDMENT NO. 1, dated October 21, 2005 (this “ Amendment No. 1 ”), amends THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (this “ Agreement ”), dated as of October 29, 2004, is by and among IST ACQUISITIONS, INC., a Delaware corporation (“ Parent ”), IMAGING AND SENSING TECHNOLOGY CORPORATION, a New York corporation (“ Borrower ”), IST CONAX NUCLEAR, INC., a New York corporation, IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP., a New York corporation, IST INSTRUMENTS, INC., a New York corporation, QUADTEK, INC., a Washington corporation (each a “ Subsidiary ” and collectively the “ Subsidiaries ” and together with Borrower and Parent, the “ Loan Parties ”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “ Purchaser ” and collectively, “ Purchasers ”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ ACFS ”), as administrative and collateral agent for Purchasers (in such capacity “ Agent ”).

RECITALS

     A. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of May 24, 2004 (the “ Original Purchase Agreement ”);

     B. The parties hereto are party to the Amended and Restated Purchase Agreement, pursuant to which the Original Purchase Agreement was amended and restated;

     C. The Loan Parties, Purchasers and the Agent have agreed to enter into this Amendment No. 1 to amend the Amended and Restated Purchase Agreement, in order to (i) refinance the Senior Term A Notes through the issuance and sale of the Senior Term D Notes (as defined herein) and (ii) amend of certain other terms of the Amended and Restated Purchase Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions . Capitalized terms used and not defined elsewhere in this Amendment are as defined in the Agreement (as amended by this Amendment No. 1).

2. Amendments . The Amended and Restated Purchase Agreement is hereby amended as follows:

     (a) The following definitions set forth in Section 1.1 of the Agreement are hereby amended and restated in their entirety:

“ Agreement ” shall mean this Amended and Restated Note and Equity Purchase Agreement, as amended by Amendment No. 1 and as may be further amended, restated, supplemented or otherwise modified from time to time.

“ LIBOR Period ” means each month commencing on the Closing Date, the Additional Closing Date, in the case of the Senior Term C Notes, or the Term D Closing Date, in the case of the Senior Term D Notes (or if the Closing Date (of if the Additional Closing Date or the Term D Closing Date) is not a LIBOR Business Day, the next succeeding LIBOR Business Day) and ending one month thereafter; provided , that the foregoing provision relating to LIBOR Periods is subject to the following:

     (a) if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

     (b) any LIBOR Period that would otherwise extend beyond the maturity date of the Notes shall end on such date; and

     (c) any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month.

     “ Senior Term Loans ” shall have the meaning assigned to such term in Section 2.1(d) hereof.

     “ Senior Term Notes ” shall have the meaning assigned to such term in Section 2.1(d) hereof.

     “ Transactions ” shall mean the incurrence of debt and the issuance of securities in connection therewith, as contemplated by this Agreement (as amended by Amendment No. 1), the Notes and all other agreements contemplated hereby and thereby.

     (b) The following definitions are hereby inserted in Section 1.1:

     “ Amendment No. 1 ” shall mean Amendment No. 1 to this Agreement, dated October 21, 2005.

     “ Senior Term Loan D ” shall have the meaning assigned to such term in Section 2.1(d).

     “ Senior Term D Notes ” shall have the meaning assigned to such term in Section 2.1(d).

     “ Senior Term D Origination Fee ” shall mean a fee in an amount equal to $450,000.

     “ Term D Closing ” shall have the meaning set forth in Section 2.8(c).

     “ Term D Closing Date ” shall have the meaning set forth in Section 2.8(c).

     (c) The following definitions are hereby deleted from Section 1.1:

     “ Advance Rates ”

     “ Borrowing Base Certificate ”

     “ COLTS ”

     “ Eligible Inventory ”

     “ Eligible Receivables ”

     “ Inventory Advance Rate ”

     “ POC Receivables ”

     “ Receivables Advance Rate ”

     “ Wachovia ”

     (d) The term “Senior Agent” shall be replaced with the term “Agent” wherever in the Amended and Restated Purchase Agreement it is found.

     (e) The words “and together with the Senior Term Loan A and the Senior Term Loan B the ‘ Senior Term Loans ’” and “together with the Senior Term A Notes and the Senior Term B Notes, the ‘ Senior Term Notes ’” in Section 2.1(c) are deleted

     (f) A new Section 2.1(d) is hereby inserted as set forth below:

“(d) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“ Senior Term Loan D ” and together with the Senior Term Loan B and the Senior Term Loan C, the “ Senior Term Loans ”) to the Loan Parties on the Term D Closing Date in the principal amount of $15,000,000. From and after the Term D Closing, the Senior Term Loan D shall be evidenced by one or more promissory notes made by the Loan Parties in favor of Purchasers in the form attached hereto as Exhibit A-1.4 (together with any promissory notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “ Senior Term D Notes ” and together with the Senior Term B Notes and the Senior Term C Notes, the “ Senior Term Notes ”) to be issued in tranches of $5,000,000, $5,000,000, $5,000,000, and delivered by the Loan Parties at the Term D Closing.”

     (g) Section 2.3 is hereby amended and restated in its entirety as follows:

“(a) Subject to the terms and conditions set forth in this Agreement, on or after the Closing Date and to, but excluding, May 24, 2006 (the “ Revolving Loan Termination Date ”), Purchasers shall, severally, on a pro rata basis based on the percentages specified to Agent, make loans and advances to the Loan Parties on a revolving credit basis (collectively, the “ Revolving Loans ”) in an aggregate amount outstanding at any time up to the Revolving Loan Commitment Amount. From and after the Closing, the Revolving Loans shall be evidenced by a promissory note made by the Loan Parties in favor of Purchasers (the “ Revolving Notes ”) in the form attached hereto as Exhibit A-4 to be delivered by the Loan parties at the Closing. The date and amount of each Revolving Loan made by Purchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such

recordation shall not affect the obligations of the Loan Parties to make payments when due of any amounts owing in respect of the Revolving Loans.

“(b) Purchasers shall make Revolving Loans available to the Loan Parties up to a maximum of one draw per week, in integral multiples of $100,000, provided that the conditions set forth in Section 2.3(a) hereof, this Section 2.3(b) and Section 4.2 hereof have been satisfied. Before a Revolving Loan is made, the Loan Parties shall have (i) provided Agent an irrevocable written Request for Borrowing in the form of Exhibit H (a “ Request for Borrowing ”) by facsimile or other means set forth in Section 14.6 so that such notice is received by Agent not later than three (3) Business Days before the day on which the Revolving Loan is to be made and (ii) contacted Agent and received from Agent either oral or written confirmation of Agent’s receipt of the Request for Borrowing not later than 1:00 pm New York time three (3) Business Days before the date on which the Revolving Loan is to be made. No Revolving Loan shall be made if it would cause the aggregate amount of Revolving Loans to exceed the Revolving Loan Commitment Amount. Agent and Purchasers shall be entitled to rely conclusively on any Executive Officer’s authority to deliver a Request for Borrowing or other writing on behalf of the Loan Parties and neither Agent nor any Purchaser shall have any duty to verify the identity of or signature of any Person identifying himself as an Executive Officer.

(h) A new Section 2.7A is hereby inserted after Section 2.7 as set forth below:

“2.7A Sale and Purchase of Senior Term D Notes . Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, (a) the Loan Parties shall sell to Purchasers, and Purchasers shall purchase from the Loan Parties, in an amount equal to the pro rata portion of the Senior Term D Notes as set forth on Annex B, the Notes in the aggregate principal amounts set forth in Section 2.1(d) hereof.

(i) A new Section 2.8(c) is hereby inserted as set forth below:

“(c) Delivery of and payment for the Senior Term D Notes issued in connection with Amendment No. 1 (the “ Term D Closing ”) shall be made at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, commencing at 10:00 a.m., local time, on October 21, 2005 or at such place or on such other date as may be mutually agreeable to the Loan Parties and Purchasers. The date and time of the Term D Closing as finally determined pursuant to this Section 2.8(c) are referred to herein as the “ Term D Closing Date .” Delivery of the Senior Term D Notes issued at the Term D Closing shall be made to Purchasers (or their designees) against payment of the purchase price therefor, less any unpaid Senior Term D Origination Fee and any other amounts due and payable pursuant to Section 4.1(i) hereof, by wire transfer of immediately available funds in the manner agreed to by the Loan Parties and Purchasers. The Senior Term D Notes issued at the Term D Closing shall be issued in such name or names and in such permitted denomination or denominations as set forth in Annex B or as Purchasers may request in writing not less than two (2) Business Days before the Term D Closing Date.”

(j) A new Section 3.1(a)(iv) is hereby inserted as set forth below:

“ (iv) The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent, for the ratable benefit of Purchasers, of accrued interest on the

Senior Term Loan D on the last day of each LIBOR Period commending on November 1, 2005 through the date of repayment in full of the Senior Term Loan D. The Senior Term Loan D shall bear interest on the outstanding principal thereof at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus six and five tenths (6.5%) per annum.

     (k) Section 3.1(e) is hereby amended by deleting the word “last” before the words “Business Day” and replacing it with the word “first”.

(l) A new Section 3.2(c) is hereby inserted as set forth below:

“(c) Senior Term D Notes . The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of the Purchasers, the unpaid balance of the Senior Term D Notes in full, together with all accrued and unpaid i