SIXTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

EXHIBIT 10.16

SIXTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

     THIS SIXTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the 7 ^th day of March, 2008 by and among the banks that are or may from time to time become parties hereto (individually a “Bank” and collectively, the “Banks”), LASALLE BANK NATIONAL ASSOCIATION, a national banking association (in its individual capacity, “LaSalle”), as agent (“Agent”) for the Banks, and SIGMATRON INTERNATIONAL, INC., a Delaware corporation (the “Borrower”).

WITNESSETH :

     WHEREAS, Agent, the Banks and Borrower are parties to that certain Loan and Security Agreement dated as of August 25, 1999 (the “Original Agreement”), as amended by that certain Amendment to Loan and Security Agreement dated as of August 31, 2000, that certain Forbearance Agreement and Second Amendment to Loan and Security Agreement dated as of February 1, 2001, that certain Forbearance Agreement and Third Amendment to Loan and Security Agreement dated as of May 31, 2001, that certain Forbearance Agreement and Fourth Amendment to Loan and Security Agreement dated as of July 31, 2001, that certain Fifth Amendment to Loan and Security Agreement dated as of November 30, 2001, that certain Sixth Amendment to Loan and Security Agreement dated as of April 22, 2002, that certain Seventh Amendment to Loan and Security Agreement dated as of October 16, 2002, that certain Eighth Amendment to Loan and Security Agreement dated as of February 19, 2004, that certain Ninth Amendment to Loan and Security Agreement dated as of March 11, 2005, that certain Tenth Amendment to Loan and Security Agreement dated as of July 14, 2005, that certain Eleventh Amendment to Loan and Security Agreement dated as of September 12, 2005, that certain Twelfth Amendment to Loan and Security Agreement dated as of July 31, 2006, that certain Thirteenth Amendment to Loan and Security Agreement dated as of October 20, 2006, that certain Fourteenth Amendment to Loan and Security Agreement dated as of January 31, 2007 and that certain Fifteenth Amendment to Loan and Security Agreement dated as of April 30, 2007 (the Original Agreement and all of the foregoing amendments are collectively referred to as the “Agreement”); and

     WHEREAS, the Borrower and the Banks have agreed to further amend the Agreement to modify certain provisions of the Agreement as set forth herein.

     NOW, THEREFORE, for and in consideration of the premises and mutual agreements herein contained and for the purposes of setting forth the terms and conditions of this Amendment, the parties, intending to be bound, hereby agree as follows:

     1.  Incorporation of the Agreement . All capitalized terms which are not defined hereunder shall have the same meanings as set forth in the Agreement, and the Agreement, to the extent not inconsistent with this Amendment, is incorporated herein by this reference as though the same were set forth in its entirety. To the extent any terms and provisions of the Agreement are inconsistent with the amendments set forth in Paragraph 2 below, such terms and provisions shall be deemed superseded hereby. Except as specifically set forth herein, the Agreement shall remain in full force and effect and its provisions shall be binding on the parties hereto.

     2.  Amendment of the Agreement . The definition of the term “ EBITDA ” appearing in Paragraph 1.1 of the Agreement is hereby amended and restated to read as follows:

     “ EBITDA ” means, with respect to any fiscal period of Borrower, Borrower’s (a) net income for such period, plus (b) the aggregate amounts deducted in determining such net income in respect of (i) Interest Expense, (ii) federal and state income taxes, (iii) depreciation, (iv) amortization and (v) extraordinary losses minus (c) extraordinary gains, each determined on a consolidated basis and in accordance with GAAP consistently applied. Notwithstanding the foregoing, solely for purposes of calculating EBITDA during the Borrower’s fiscal year ended April 30, 2008, the Borrower may add back the amount of non-cash charges taken against earnings during such period as a result of the impairment of goodwill; provided, however, that such add-back shall not exceed $9,300,000 in the aggregate at any time.

     3.  Representations and Warranties . The representations and warranties set forth in the Agreement and all covenants set forth in the Agreement shall be deemed remade and affirmed as of the date hereof by Borrower, except any and all references to the Agreement in such representations, warranties and covenants shall be deemed to include this Amendment. Borrower hereby expressly reaffirms, reinstates and assumes (on the same basis as set forth in the Agreement) all of the obligations and liabilities to the Agent as set forth in the Agreement and this Amendment, and agrees to be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, conditions, provisions, agreements, representations, undertakings, warranties, guarantees, indemnities, grants of security interest and covenants contained in the Agreement. Borrower also acknowledges and reaffirms that the Agreement, as amended by