REVOLVING LINE OF CREDIT NOTE

EXHIBIT 10.12

REVOLVING LINE OF CREDIT NOTE

     FOR VALUE RECEIVED, the undersigned VIRCO MFG. CORPORATION (" Borrower ") promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (" Bank ") at its office at 333 South Grand Avenue, Suite 940, Los Angeles, California 90071, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of the Maximum Line of Credit Amount, or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

     This Revolving Line of Credit Note (this " Note ") replaces the Revolving Line of Credit Note originally issued on December 6, 2005 pursuant to the Amended and Restated Credit Agreement dated as of January 27, 2004 (as amended, restated, supplemented or otherwise modified, the " Credit Agreement ") between Borrower and Bank. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined. Reference hereby is made to the Loan Documents for a description of the assets in which a Lien has been granted, the nature and extent of the security and the guaranties, the terms and conditions upon which the Liens and each guaranty were granted and the rights of the holder of this Note in respect thereof.

     DEFINITIONS:

     As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined:

     (a) " Prime Rate " means at any time the rate of interest most recently announced within Bank at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of Bank’s base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Bank may designate.

INTEREST:

     (a)  Interest . The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) at a fluctuating rate per annum equal to the Prime Rate in effect from time to time plus 0.50%. Each change in the Prime Rate shall become effective on the date such change is announced within Bank.

     (b)  Payment of Interest . Interest accrued on this Note shall be payable on the first day of each month, c