NINETEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

Exhibit 10.38

NINETEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS NINETEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made on March 13, 2009, by and among FLANDERS CORPORATION (“Flanders,” individually and, in its capacity as the representative of the other Borrowers, “Borrowers’ Agent”), a North Carolina corporation, FLANDERS/PRECISIONAIRE CORP. , a North Carolina corporation (“Flanders/Precisionaire”), FLANDERS FILTERS, INC. , a North Carolina corporation (“Filters”); FLANDERS/CSC CORPORATION , a North Carolina corporation (“CSC”), PRECISIONAIRE, INC. , a Florida corporation (“Precisionaire”), PRECISIONAIRE OF UTAH, INC. , a Utah corporation (“Utah”), ECO-AIR PRODUCTS, INC. , a California corporation (“Eco-Air”), AIR SEAL FILTER HOUSINGS, INC. , a Texas corporation (“Air Seal”), and FLANDERS REALTY CORP. , a North Carolina corporation (“Flanders Realty”) (all of the foregoing collectively referred to herein as “Borrowers” and individually as a “Borrower”), each with its chief executive office and principal place of business at 531 Flanders Filters Road, Washington, North Carolina 27889, and BANK OF AMERICA, N.A. (together with its successors and assigns, “Lender”), a national banking association with an office at 300 Galleria Parkway, N.W., Suite 800, Atlanta, Georgia 30339.

Recitals :

Lender and Borrowers are parties to a certain Loan and Security Agreement dated October 18, 2002, as amended by that certain First Amendment to Loan and Security Agreement dated October 18, 2002, that certain Second Amendment to Loan and Security Agreement dated November 19, 2002, that certain Third Amendment to Loan and Security Agreement dated September 6, 2003, that certain Fourth Amendment to Loan and Security Agreement dated December 8, 2003, that certain Fifth Amendment to Loan and Security Agreement dated September 13, 2004, that certain letter agreement dated October 7, 2004, that certain letter agreement dated December 24, 2004, that certain Eighth Amendment to Loan and Security Agreement dated July 29, 2005, that certain Ninth Amendment to Loan and Security Agreement dated January 18, 2006, that certain Tenth Amendment to Loan and Security Agreement dated June 28, 2006, that certain letter agreement dated January 23, 2007, that certain letter agreement dated March 12, 2007, that certain Eleventh Amendment to Loan and Security Agreement dated September 20, 2007, that certain letter agreement dated October 26, 2007, that certain Fifteenth Amendment dated January 4, 2008, that certain letter agreement dated May 9, 2008, that certain Seventeenth Amendment to Loan and Security Agreement dated July 15, 2008, and that certain Eighteenth Amendment to Loan and Security Agreement dated November 6, 2008 (as at any other time amended, restated, modified or supplemented, the “Loan Agreement”), pursuant to which Lender has made certain revolving credit and term loans to Borrowers.

Events of Default have occurred and currently exist under the Loan Agreement by reason of (i) Borrowers’ failure to maintain a Consolidated Fixed Charge Coverage Ratio of 1.10 to 1.00 for the testing periods ended October 31, 2008, November 30, 2008, December 31, 2008, and January 31, 2009, in violation of Section 9.3.1 of the Loan Agreement, (ii) Borrowers’ incurrence of secured indebtedness in the amount of $2,619,275 in connection with the acquisition of real property in Washington, North Carolina, which transaction was consummated by Borrowers in violation of the provisions of Sections 9.2.3 and 9.2.5 of the Loan Agreement, and (iii) Borrowers’ failure to maintain a ratio of Consolidated Total Funded Debt to Consolidated EBITDA of not more than 3.25 to 1.0 for the months ended December 31, 2008 and January 31, 2009, in violation of Section 9.3.2 of the Loan Agreement (the Events of Default set forth in the foregoing clauses (i), (ii) and (iii) are collectively referred to herein as the “Designated Defaults”).

In consideration for Lender’s agreement to enter into this Amendment and waive the Designated Defaults on the terms and subject to the conditions contained herein, Lender and Borrowers desire to amend the Loan Agreement as hereinafter set forth.

NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Definitions . All capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Loan Agreement.

2. Amendments to Loan Agreement . Effective as of the date hereof, the Loan Agreement is hereby amended as follows:

(a) By deleting Section 2.2.4 of the Loan Agreement in its entirety and by substituting the following new Section 2.2.4 in lieu thereof:

2.2.4 LC Facility Fees . Borrowers shall be jointly and severally obligated to pay to Lender for Letters of Credit (a) a per annum fee equal to the Applicable Margin for Revolver Loans that are LIBOR Loans in effect from time to time based upon the maximum amount available to be drawn under all LC Outstandings together with the principal amount of Letters of Credit paid or extinguished during such month, payable monthly, in arrears, on the first Business Day of the following month; and (b) all normal and customary charges associated with the issuance, amending, negotiating, processing and administration of Letters of Credit. During an Event of Default, the fee payable under clause (a) shall be increased by two percent (2%) per annum.

(b) By deleting Section 9.2.9 of the Loan Agreement in its entirety, and by substituting the following new Section 9.2.9 in lieu thereof:

9.2.9 Capital Expenditures . Make Capital Expenditures (including expenditures by way of capitalized leases) which, in the aggregate, as to Borrowers and their Subsidiaries, exceed (i) $2,000,000, during the month of February, 2009, or (ii) $3,500,000, for the period from February 1, 2009, through March 31, 2009.

(c) By deleting Section 9.3.1 of the Loan Agreement in its entirety, and by substituting the following new Section 9.3.1 in lieu thereof:

9.3.1. Consolidated Fixed Charge Coverage Ratio . Maintain a Consolidated Fixed Charge Coverage Ratio of not less than (a) 1.0 to 1.0, for the period from April 1, 2009 through April 30, 2009, as of the last day of such period, and (b) 1.2 to 1.0, to be tested monthly (i) for the period from April 1, 2009 through March 31, 2010, as of the last day of each month during such period on a cumulative basis for the period to-date since April 1, 2009, and (ii) for each month after March 31, 2010, as of the last day of each month based upon the immediately preceding twelve-month period.

(d) By deleting Section 9.3.2 of the Loan Agreement in its entirety, and by substituting the following new Section 9.3.2 in lieu thereof:

9.3.2. Consolidated Total Funded Debt to Consolidated EBITDA . Maintain a ratio of Consolidated Total Funded Debt to Consolidated EBITDA of not more than the ratio shown below for the period corresponding thereto, to be tested monthly, as of the last day of each month set forth below. For purposes of this Section 9.3.2 , Consolidated Total Funded Debt to Consolidated EBITDA shall be, as of any date of determination, the ratio of Consolidated Total Funded Debt on such date to, (i) for the period from February 1, 2009, through December 31, 2009, as of the last day of each month during such period, Consolidated EBITDA for the fiscal year-to-date period since January 1, 2009, multiplied by (a) twelve, and divided by (b) the number of months included in such period, and (ii) for each month after December, 2009, as of the last day of each month, Consolidated EBITDA for the immediately preceding twelve-month period.

(e) By deleting Section 9.3.4 of the Loan Agreement in its entirety, and by substituting the following new Section 9.3.4 in lieu thereof:

9.3.4 Minimum EBITDA . Maintain Consolidated EBITDA of not less than (a) $2,250,000, for the period from January 1, 2009, through February 28, 2009, and (b) $3,500,000, for the period from January 1, 2009, through March 31, 2009.

(f) By deleting definitions of “ Applicable Margin ”, “ Base Rate ”, “ Capital Expenditures ” and “ Federal Funds Rate ” contained in Appendix A to the Loan Agreement and by substituting the following new definitions in lieu thereof, in proper alphabetical sequence:

Applicable Margin —a percentage equal to 2.75% with respect to Revolver Loans that are Base Rate Loans, 3.75% with respect to

Revolver Loans that are LIBOR Loans, and 3.75% with respect to fees payable to Lender pursuant to Section 2.2.4 . The Applicable Margin for fees payable to Lender pursuant to Section 2.2.2 shall be the Unused Line Fee Rate.

Base Rate —for any day, a per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) the Adjusted LIBOR Rate for a 30 day interest period as determined on such day, plus 1.00%.

Capital Expenditures —expenditures made or liabilities incurred (other than expenditures and liabilities funded by a Person other than Lender, on terms and conditions satisfactory to Lender, that do not constitute proceeds of Loans or any Letter of Credit hereunder) for the acquisition of fixed assets or improvements, replacements, substitutions or additions thereto which have a useful life of more than one year, including the total principal portion of Capitalized Lease Obligations

Federal Funds Rate —(a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve B