LOAN AND SECURITY AGREEMENT

Exhibit 10.2

LOAN AND SECURITY AGREEMENT
 
This LOAN AND SECURITY AGREEMENT (this "Agreement") entered into as of
April 20, 2009, between The Dewey Electronics Corporation, a New York
corporation, with its chief executive office located at 27 Muller Road,
Oakland, New Jersey 07436 (the "Borrower") and TD Bank, NA., a National
banking association, with an address of 1100 Lake Street, Ramsey, New
Jersey 07446 (the "Bank"). 

FOR VALUE RECEIVED, and in consideration of the granting by the Bank of
financial accommodations to or for the benefit of the Borrower, including
without limitation respecting the Obligations (as hereinafter defined),
the Borrower represents and agrees with the Bank, as of the date hereof
and as of the date of each loan, credit and/or other financial
accommodation, as follows: 

1. THE LOAN 

1.1 Revolving Loans. Bank agrees, in its sole discretion, to make
revolving loans (the "Revolving Loans") to or for the account of
Borrower, upon Borrower's request therefor, in an aggregate amount of up
to Five Hundred Thousand Dollars and Zero Cents ($500,000.00) (the
"Revolving Loan Amount"), provided there is no continuing uncured Event
of Default (as hereinafter defined) and subject to the terms and
conditions set forth herein. The Revolving Loans shall be evidenced by
that certain Revolving Term Note, of even date herewith (the "Revolving
Note"), by The Dewey Electronics Corporation in favor of the Bank in the
face amount of the Revolving Loan Amount. The Bank's agreement to make
any advances pursuant to this Agreement and evidenced by the Revolving
Note shall expire on May 5, 2010. This Agreement, the Revolving Note, and
any and all other documents, amendments or renewals executed and
delivered in connection with any of the foregoing are collectively
hereinafter referred to as the "Loan Documents". 

1.2 Revolving Loan Account. An account shall be opened on the books of
Bank in which account a record will be kept of all Revolving Loans, and
all payments thereon and other appropriate debits and credits as provided
by this Agreement. 

1.3 Interest. Interest respecting the Revolving Loans will be charged to
Borrower on the principal amount from time to time outstanding at the
interest rate specified in the Revolving Note in accordance with the
terms of the Revolving Note. If not specified in the Revolving Note,
interest will be charged at the highest rate per annum charged by Bank to
Borrower on any other Obligation based on a 360-day year and the actual
number of days elapsed. 

1.4 Repayment. All loans and advances made respecting the Revolving Loans
shall be payable to Bank on or before the maturity date of the Revolving
Note. 

1.5 Clean-Up. The Borrower shall fully repay to the Bank all amounts
outstanding respecting the Revolving Loans for a period of 30 consecutive
days in each year. 

1.6 Overadvances. Any Revolving Loans that may be made, at the Bank's
sole discretion, in excess of the Revolving Loan Amount shall not limit
the obligations of Borrower or any of the Bank's rights or remedies
hereunder or under the Loan Documents or otherwise; all such Revolving
Loans shall be secured by the Collateral, as hereinafter defined, and
shall be due and payable to the Bank in accordance with the terms of the
Revolving Note, and shall bear interest at the rate set forth in the
Revolving Note. All checks or other items paid by Bank which cause an
overdraft in any deposit account maintained by Borrower with Bank shall,
at the option of the Bank, constitute an advance to Borrower pursuant to
this Agreement respecting the Revolving Loans, repayable on demand, and
shall be secured by all Collateral. 

1.7 Authorized Persons; Advances. Any person duly authorized by a general
borrowing resolution of the Borrower, or in the absence of such a
resolution, the President, Treasurer or any Vice President of the
Borrower, or any person otherwise authorized in this paragraph, may
request discretionary loans hereunder, either orally or otherwise, but
the Bank at its option may require that all requests for loans hereunder
shall be in writing. The Bank shall incur no liability to Borrower in
acting upon any request referred to herein which the Bank believes in
good faith to have been made by an authorized person or persons. Each
loan hereunder may be credited by Bank to any deposit account of Borrower
with Bank or with any other Bank with which Borrower maintains a deposit
account, or may be paid to Borrower (or as Borrower instructs) or may be
applied to any Obligations, as Bank may in each instance elect. The
following persons currently are authorized to request advances and
authorize payments respecting Revolving Loans until the Bank receives
from Borrower, at the Bank's address, written notice of revocation of
their authority: John Dewey, President and CEO and Stephen P. Krill,
Treasurer. 

1.8 Monthly Statement. At the option of the Bank, after the end of each
month, Bank will render to Borrower a statement of the Revolving Loan
account, showing all applicable credits and debits. Each statement shall
be considered correct and to have been accepted by Borrower and shall be
conclusively binding upon Borrower in respect of all charges, debits and
credits of whatsoever nature contained therein respecting the Revolving
Loans, and the closing balance shown therein, unless Borrower notifies
Bank in writing of any discrepancy within twenty (20) days from the
mailing by Bank to Borrower of any such monthly statement. 

2. GRANT OF SECURITY INTEREST 

2.1 Grant of Security Interest. In consideration of the Bank's extending
credit and other financial accommodations to or for the benefit of the
Borrower, the Borrower hereby grants to the Bank a security interest in,
a lien on and pledge and assignment of the Collateral (as hereinafter
defined). The security interest granted by this Agreement is given to and
shall be held by the Bank as security for the payment and performance of
all Obligations, including, without limitation, all amounts outstanding
pursuant to the Loan Documents. 

2.2 Definitions. The following definitions shall apply: 

(a) "Code" shall mean the New Jersey Uniform Commercial Code (Title 12A
N.J.S.A.) as amended from time to time. 

(b) "Collateral" shall mean all of the Borrower's present and future
right, title and interest in and to any and all of the personal property
of the Borrower whether such property is now existing or hereafter
created, acquired or arising and wherever located from time to time,
including without limitation: 

(i) accounts; 
(ii) chattel paper; 
(iii) goods; 
(iv) inventory;
(v) equipment; 
(vi) fixtures 
(vii) farm products; 
(viii) instruments; 
(ix) investment property; 
(x) documents; 
(xi) commercial tort claims; 
(xii) deposit accounts; 
(xiii) letter-of-credit rights; 
(xiv) general intangibles; 
(xv) supporting obligations; and 
(xvi) proceeds and products of the foregoing. 

(c) "Debtors" shall mean the Borrower's customers who are indebted to the
Borrower. 

(d) "Bank Affiliate" shall mean any "Affiliate" of the Bank. The term
"Affiliate" shall mean with respect to any Person, (a) any Person which,
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such Person, or (b) any
Person who is a director or officer (i) of such Person, (ii) of any
subsidiary of such Person, or (iii) any person described in clause (a)
above. For purposes of this definition, control of a Person shall mean
the power, direct or indirect, (x) to vote 5% or more of the Capital
Stock having ordinary voting power for the election of directors (or
comparable equivalent) of such Person, or (y) to direct or cause the
direction of the management and policies of such Person whether by
contract or otherwise. Control may be by ownership, contract, or
otherwise. 

(e) "Obligation(s)" shall mean, without limitation, all loans, advances,
indebtedness, notes, liabilities, rate swap transactions, basis swaps,
forward rate transactions, commodity swaps, commodity options, equity or
equity index swaps, equity or equity index options, bond options,
interest rate options, foreign exchange transactions, cap transactions,
floor transactions, collar transactions, forward transactions, currency
swap transactions, cross-currency rate swap transactions, currency
options and amounts, liquidated or unliquidated, owing by the Borrower to
the Bank or any Bank Affiliate at any time, of each and every kind,
nature and description, whether arising under this Agreement or
otherwise, and whether secured or unsecured, direct or indirect (that is,
whether the same are due directly by the Borrower to the Bank or any Bank
Affiliate; or are due indirectly by the Borrower to the Bank or any Bank
Affiliate as endorser, guarantor or other surety, or as borrower of
obligations due third persons which have been endorsed or assigned to the
Bank or any Bank Affiliate, or otherwise), absolute or contingent, due or
to become due, now existing or hereafter arising or contracted,
including, without limitation, payment when due of all amounts
outstanding respecting any of the Loan Documents. Said term shall also
include all interest and other charges chargeable to the Borrower or due
from the Borrower to the Bank or any Bank Affiliate from time to time and
all costs and expenses referred to in this Agreement.
(f) "Person' or 'party" shall mean individuals, partnerships,
corporations, limited liability companies and all other entities. 

All words and terms used in this Agreement other than those specifically
defined herein shall have the meanings accorded to them in the Code. 

2.3 Ordinary Course of Business. The Bank hereby authorizes and permits
the Borrower to hold, process, sell, use or consume in the manufacture or
processing of finished goods, or otherwise dispose of inventory for fair
consideration, all in the ordinary course of the Borrower's business,
excluding, without limitation, sales to creditors or in bulk or sales or
other dispositions occurring under circumstances which would or could
create any lien or interest adverse to the Bank's security interest or
other right hereunder in the proceeds resulting therefrom. The Bank also
hereby authorizes and permits the Borrower to receive from the Debtors
all amounts due as proceeds of the Collateral at the Borrower's own cost
and expense, and also liability, if any, subject to the direction and
control of the Bank at all times; and the Bank may at any time, without
cause or notice, and whether or not an Event of Default has occurred or
demand has been made, terminate all or any part of the authority and
permission herein or elsewhere in this Agreement granted to the Borrower
with reference to the Collateral, and notify Debtors to make all payments
due as proceeds of the Collateral to the Bank. Until Bank shall otherwise
notify Borrower, all proceeds of and collections of Collateral shall be
retained by Borrower and used solely for the ordinary and usual operation
of Borrower's business. From and after notice by Bank to Borrower, all
proceeds of and collections of the Collateral shall be held in trust by
Borrower for Bank and shall not be commingled with Borrower's other funds
or deposited in any Bank account of Borrower; and Borrower agrees to
deliver to Bank on the dates of receipt thereof by Borrower, duly
endorsed to Bank or to bearer, or assigned to Bank, as may be
appropriate, all proceeds of the Collateral in the identical form
received by Borrower. 

2.4 Allowances. Absent an Event of Default the Borrower may grant such
allowances or other adjustments to Debtors (exclusive of extending the
time for payment of any item which shall not be done without first
obtaining the Bank's written consent in each instance) as the Borrower
may reasonably deem to accord with sound business practice, including,
without limiting the generality of the foregoing, accepting the return of
all or any part of the inventory (subject to the provisions set forth in
this Agreement with reference to returned inventory). 

2.5 Records. The Borrower shall hold its books and records relating to
the Collateral segregated from all the Borrower's other books and records
in a manner satisfactory to the Bank; and shall deliver to the Bank from
time to time promptly at its request all invoices, original documents of
title, contracts, chattel paper, instruments and any other writings
relating thereto, and other evidence of performance of contracts, or
evidence of shipment or delivery of the merchandise or of the rendering
of services; and the Borrower will deliver to the Bank promptly at the
Bank's request from time to time additional copies of any or all of such
papers or writings, and such other information with respect to any of the
Collateral and such schedules of inventory, schedules of accounts and
such other writings as the Bank may in its sole discretion deem to be
necessary or effectual to evidence any loan hereunder or the Bank's
security interest in the Collateral. 

2.6 Legends. The Borrower shall promptly make, stamp or record such
entries or legends on the Borrower's books and records or on any of the
Collateral (including, without limitation, chattel paper) as Bank shall
request from time to time, to indicate and disclose that Bank has a
security interest in such Collateral. 

2.7 Inspection. The Bank, or its representatives, at any time and from
time to time, shall have the right at the sole cost and expense of
Borrower, and the Borrower will permit the Bank and/or its
representatives: (a) to examine, check, make copies of or extracts from
any of the Borrower's books, records and files (including, without
limitation, orders and original correspondence); (b) to perform field
exams or otherwise inspect and examine the Collateral and to check, test
or appraise the same as to quality, quantity, value and condition; and
(c) to verify the Collateral or any portion or portions thereof or the
Borrower's compliance with the provisions of this Agreement. 

2.8 Purchase Money Security Interests. To the extent the Borrower uses
proceeds of any loans to purchase Collateral, the repayment of such loans
shall be on a "first-in-first-out" basis so that the portion of the loan
used to purchase a particular item of Collateral shall be repaid in the
order in which Borrower purchased such item of Collateral. 

2.9 Search Reports. Bank shall receive prior to the date of this
Agreement UCC search results under all names used by the Borrower during
the prior five (5) years, from each jurisdiction where any Collateral is
located, from the State, if any, where the Borrower is organized and
registered (as such terms are used in the Code), and the State where the
Borrower's chief executive office is located. The search results shall
confirm that the security interest in the Collateral granted Bank
hereunder is prior to all other security interests in favor of any other
Person. 

3. REPRESENTATIONS AND WARRANTIES 

3.1 Organization and Qualification. Borrower is a duly organized and
validly existing corporation under the laws of the State of its
incorporation with the exact legal name set forth in the first paragraph
of this Agreement. Borrower is in good standing under the laws of said
State, has the power to own its property and conduct its business as now
conducted and as currently proposed to be conducted, and is duly
qualified to do business under the laws of each state where the nature of
the business done or property owned requires such qualification. 

3.2 Subsidiaries. Borrower has no subsidiaries other than as previously
specifically consented to in writing by the Bank, if any, and the
Borrower has never consolidated, merged or acquired substantially all of
the assets of any other entity or person other than as previously
specifically consented to in writing by the Bank, if any. 

3.3 Corporate Records. Borrower's corporate charter, articles or
certificate of organization or incorporation and all amendments thereto
have been duly filed and are in proper order. All outstanding capital
stock issued by the Borrower was and is properly issued and all books and
records of the Borrower, including but not limited to its minute books,
bylaws and books of account, are accurate and up to date and will be so
maintained.  

3.4 Title to Properties; Absence of Liens. Borrower has good and clear
record and marketable title to all of its properties and assets, and all
of its properties and assets including the Collateral are free and clear
of all mortgages, liens, pledges, charges, encumbrances and setoffs,
other than the security interest therein granted to the Bank and those
mortgages, deeds of trust, leases of personal property and security
interests previously specifically consented to in writing by the Bank. 

3.5 Places of Business. Borrower's chief executive office is correctly
stated in the preamble to this Agreement, and Borrower shall, during the
term of this Agreement, keep the Bank currently and accurately informed
in writing of each of its other places of business, and shall not change
the location of such chief executive office or open or close, move or
change any existing or new place of business without giving the Bank at
least thirty (30) days prior written notice thereof. 

3.6 Valid Obligations. The execution, delivery and performance of the
Loan Documents have been duly authorized by all necessary corporate
action and each represents a legal, valid and binding obligation of
Borrower and is fully enforceable according to its terms, except as
limited by laws relating to the enforcement of creditors' rights. 

3.7 Conflicts. There is no provision in Borrower's organizational or
charter documents, if any, or in any indenture, contract or agreement to
which Borrower is a party which prohibits, limits or restricts the
execution, delivery or performance of the Loan Documents.
3.8 Governmental Approvals. The execution, delivery and performance of
the Loan Documents does not require any approval of or filing with any
governmental agency or authority. 

3.9 Litigation, etc. There are no actions, claims or proceedings pending
or to the knowledge of Borrower threatened against Borrower which might
materially adversely affect the ability of Borrower to conduct its
business or to pay or perform the Obligations. 

3.10 Financial Statements. The Borrower has furnished to the Bank the
following Financial Statements (the "Financial Statements): balance sheet
as of June 30, 2008, and statement of profit and loss for the period
ending June 30, 2008. The balance sheet fairly presents the condition of
the Borrower at the date thereof and the statement of profit and loss
fairly presents the results of the operations of the Borrower for the
period indicated, all in conformity with generally accepted accounting
principles, consistently applied. 

3.11 Accounts and Contract Rights. All accounts arise out of legally
enforceable and existing contracts, and represent unconditional and
undisputed bona fide indebtedness by a Debtor, and are not and will not
be subject to any discount (except such cash or trade discount as may be
shown on any invoice, contract or other writing delivered to the Bank).
No contract right, account, general intangible or chattel paper is or
will be represented by any note or other instrument, and no contract
right, account or general intangible is, or will be represented by any
conditional or installment sales obligation or other chattel paper,
except such instruments or chattel paper as have been or immediately upon
receipt by the Borrower will be delivered to the Bank (duly endorsed or
assigned), such delivery, in the case of chattel paper, to include all
executed copies except those in the possession of the installment buyer
and any security for or guaranty of any of the Collateral shall be
delivered to the Bank immediately upon receipt thereof by the Borrower,
with such assignments and endorsements thereof as the Bank may request. 

3.12 Title to Collateral. At the date hereof the Borrower is (and as to
Collateral that the Borrower may acquire after the date hereof, will be)
the lawful owner of the Collateral, and the Collateral and each item
thereof is, will be and shall continue to be free of all restrictions,
liens, encumbrances or other rights, title or interests (other than the
security interest therein granted to the Bank), credits, defenses,
recoupments, set-offs or counterclaims whatsoever. The Borrower has and
will have full power and authority to grant to the Bank a security
interest in the Collateral and the Borrower has not transferred,
assigned, sold, pledged, encumbered, subjected to lien or granted any
security interest in, and will not transfer, assign, sell (except sales
or other dispositions in the ordinary course of business in respect to
inventory as expressly permitted in this Agreement), pledge, encumber,
subject to lien or grant any security interest in any of the Collateral
(or any of the Borrower's right, title or interest therein), to any
person other than the Bank. The Collateral is and will be valid and
genuine in all respects. The Borrower will warrant and defend the Bank's
right to and interest in the Collateral against all claims and demands of
all persons whatsoever. 

3.13 Location of Collateral. Except for sale, processing, use,
consumption or other disposition in the ordinary course of business, the
Borrower will keep all inventory and equipment only at locations
specified in this Agreement or specified to the Bank in writing. The
Borrower shall, during the term of this Agreement, keep the Bank
currently and accurately informed in writing of each location where the
Borrower's records relating to its accounts and contract rights,
respectively, are kept, and shall not remove such records or any of them
to another location without giving the Bank at least thirty (30) days
prior written notice thereof. 

3.14 Third Parties. The Bank shall not be deemed to have assumed any
liability or responsibility to the Borrower or any third person for the
correctness, validity or genuineness of any instruments or documents that
may be released or endorsed to the Borrower by the Bank (which shall
automatically be deemed to be without recourse to the Bank in any event)
or for the existence, character, quantity, quality, condition, value or
delivery of any goods purporting to be represented by any such documents;
and the Bank, by accepting such security interest in the Collateral, or
by releasing any Collateral to the Borrower, shall not be deemed to have
assumed any obligation or liability to any supplier or Debtor or to any
other third party, and the Borrower agrees to indemnify and defend the
Bank and hold it harmless in respect to any claim or proceeding arising
out of any matter referred to in this paragraph. 

3.15 Payment of Accounts. Each account or other item of Collateral, other
than inventory and equipment, will be paid in full on or before the date
shown as its due date in the schedule of Collateral, in the copy of the
invoice(s) relating to the account or other Collateral or in contracts
relating thereto. Upon any suspension of business, assignment or trust
mortgage for the benefit of creditors, dissolution, petition in
receivership or under any chapter of the Bankruptcy Code as amended from
time to time by or against any Debtor, any Debtor becoming insolvent or
unable to pay its debts as they mature or any other act of the same or
different nature amounting to a business failure, the Borrower will
immediately notify the Bank thereof. 

3.16 Changes. Since the date of the Financial Statements, there have been
no changes in the assets, liabilities, financial condition or business of
the Borrower, other than changes in the ordinary course of business, the
effect of which have, in the aggregate, been materially adverse. 

3.17 Taxes. The Borrower has filed all Federal, state and other tax
returns required to be filed (except for such returns for which current
and valid extensions have been filed), and all taxes, assessments and
other governmental charges due from the Borrower have been fully paid.
The Borrower has established on its books reserves adequate for the
payment of all Federal, state and other tax liabilities (if any). 

3.18 Use of Proceeds. No portion of any loan is to be used for (i) the
purpose of purchasing or carrying any "margin security" or "margin stock'
as such terms are used in Regulations U and X of the Board of Governors
of the Federal Reserve System, 12 C.F.R. 221 and 224 or (ii) primarily
personal, family or household purposes. The Collateral is not used or
acquired primarily for personal, family or household purposes. 

3.19 Environmental. As of the date hereof neither the Borrower nor any of
Borrower's agents, employees or independent contractors (1) have caused
or are aware of a release or threat of release of Hazardous Materials (as
defined herein) on any of the premises or personal property owned or
controlled by Borrower ("Controlled Property") or any property abutting
Controlled Property ("Abutting Property"), which could give rise to
liability under any Environmental Law (as defined herein) or any other
Federal, state or local law, rule or regulation; (2) have arranged for
the transport of or transported any Hazardous Materials in a manner as to
violate, or result in potential liabilities under, any Environmental Law;
(3) have received any notice, order or demand from the Environmental
Protection Agency or any other Federal, state or local agency under any
Environmental Law; (4) have incurred any liability under any
Environmental Law in connection with the mismanagement, improper disposal
or release of Hazardous Materials; or (5) are aware of any inspection or
investigation of any Controlled Property or Abutting Property by any
Federal, state or local agency for possible violations of any
Environmental Law. 

To the best of Borrower's knowledge, neither Borrower, nor any prior
owner or tenant of any Controlled Property, committed or omitted any act
which caused the release of Hazardous Materials on such Controlled
Property which could give rise to a lien thereon by any Federal, state or
local government. No notice or statement of claim or lien affecting any
Controlled Property has been recorded or filed in any public records by
any Federal, state or local government for costs, penalties, fines or
other charges as to such property. All notices, permits, licenses or
similar authorizations, if any, required to be obtained or filed in
connection with the ownership, operation, or use of the Controlled
Property, including without limitation, the past or present generation,
treatment, storage, disposal or release of any Hazardous Materials into
the environment, have been duly obtained or filed. 

Borrower agrees to indemnify and hold the Bank harmless from all
liability, loss, cost, damage and expense, including attorney fees and
costs of litigation, arising from any and all of its violations of any
Environmental Law (including those arising from any lien by any Federal,
state or local government arising from the presence of Hazardous
Materials) or from the presence of Hazardous Materials located on or
emanating from any Controlled Property or Abutting Property whether
existing or not existing and whether known or unknown at the time of the
execution hereof and regardless of whether or not caused by, or within
the control of Borrower. Borrower further agrees to reimburse Bank upon
demand for any costs incurred by Bank in connection with the foregoing.
Borrower agrees that its obligations hereunder shall be continuous and
shall survive the repayment of all debts to Bank and shall continue so
long as a valid claim may be lawfully asserted against the Bank. 

The term "Hazardous Materials" includes but is not limited to any and all
substances (whether solid, liquid or gas) defined, listed, or otherwise
classified as pollutants, hazardous wastes, hazardous substances,
hazardous materials, extremely hazardous wastes, or words of similar
meaning or regulatory effect under any present or future Environmental
Law or that may have a negative impact on human health or the
environment, including but not limited to petroleum and petroleum
products, asbestos and asbestos containing materials, polychlorinated
biphenyls, lead, radon, radioactive materials, flammables and explosives. 

The term "Environmental Law" means any present and future Federal, state
and local laws, statutes, ordinances, rules, regulations and the like, as
well as common law, relating to protection of human health or the
environment, relating to Hazardous Materials, relating to liability for
or costs of remediation or prevention of releases of Hazardous Materials
or relating to liability for or costs of other actual or threatened
danger to human health or the environment. The term "Environmental Law"
includes, but is not limited to, the following statutes, as amended, any
successor thereto, and any regulations promulgated pursuant thereto, and
any state or local statutes, ordinances, rules, regulations and the like
addressing similar issues: the Comprehensive Environmental Response,
Compensation and Liability Act; the Emergency Planning and Community
Right-to-Know Act; the Hazardous Materials Transportation Act; the
Resource Conservation and Recovery Act (including but not limited to
Subtitle I relating to underground storage tanks); the Sol