THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT

THIS THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (“Amendment”) is made effective this 20th day of November, 2006, by and between ADDVANTAGE TECHNOLOGIES GROUP, INC. , an Oklahoma corporation (“Borrower”) and BANK OF OKLAHOMA, N.A. (“Lender”).

A.   Reference is made to the Revolving Credit and Term Loan Agreement between Borrower and Lender dated September 30, 2004, amended September 30, 2005 and amended September 30, 2006 (as amended, the “Credit Agreement”), pursuant to which exists a $7,000,000 Revolving Line and an $8,000,000 Term Loan. Terms used herein shall have the meanings ascribed to them in the Credit Agreement unless otherwise defined herein.

B.   Borrower has requested that Lender renew the $7,000,000 Revolving Line and establish a new Term Loan in the amount of $2,760,000 to enable Borrower to acquire certain property located in Broken Arrow, Oklahoma; and Lender is willing to accommodate such requests pursuant to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Borrower and Lender do hereby agree as follows:

1.    AMENDMENT TO THE CREDIT AGREEMENT .

“2.4.   $2,760,000 Term Loan . Subject to the terms and conditions of this Agreement, the Lender agrees to loan to Borrower $2,760,000, to be further evidenced by the $2,760,000 Term Note. The purpose of the advance under the $2,760,000 Term Note is to enable Borrower to purchase certain property located in Broken Arrow, Oklahoma (“Property”). At closing, the Borrower shall execute and deliver to Lender the Mortgage Related Documents.”

2.    CONDITIONS PRECEDENT .

2.1.    Borrower shall execute and /or deliver to Lender the following:

2.1.1.    This Amendment;

2.1.2.    The $7,000,000 promissory Note in form and content set forth on Schedule “2.1.2” to this Amendment;

2.1.3.    The $2,760,000 Term Loan, in form and content set forth on Schedule “2.1.3” to this Amendment;

2.1.4.    The Mortgage Related Documents;

2.1.5.    Updated authority resolutions from the Borrower and each of the Guarantors, in form and content as set on                                          forth on  Schedule “2.1.5” to this Amendment;

2.1.6.    Certificates of Good Standing from the Borrower and each of the Guarantors; and

2.1.7.    any other instruments, documents or agreements reasonably requested by Lender in connection herewith.

3.    Representations . As inducement for Lender to agree to this Amendment, the Borrower represents and warrants to Lender as follows: (i) all representations and warranties set forth in the Credit Agreement and other Loan Documents remain true and correct as of the date hereof, and all schedules remain true and correct; (ii) no Initial Default or Matured Default exists under the Credit Agreement or any other Loan Documents, and none shall arise as a result of the execution and performance under this Amendment and/or any documents executed and/or delivered by Borrower in connection herewith.

4.    Ratification of and Amendment to Documents . Borrower hereby ratifies and confirms the Credit Agreement, together with all security agreements, financing statements, instruments, documents and/or agreements executed and/or delivered by Borrowers to Lender in c