HICKOK INC
EXHIBIT 10(A)(1) TO HICKOK INC FY02Q2 10Q
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10a1.htm
<DESCRIPTION>EXHIBIT 10(A)(1) TO HICKOK INC FY02Q2 10Q
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  <title>Hickok Exhibit 10 (a) (2)</title>

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<!-- Row 1 Column 1 --><td align="Right"><b>EXHIBIT 10(a)(1)</b></td>
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<h3><b>
<center>COMMERCIAL SECURITY AGREEMENT</center>
</b></h3>
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      <center><b>Principal<br>
          $1,000,000.00</b></center>
      </td>
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      <center><b>Loan Date<br>
          02-28-2002</b></center>
      </td>
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      <center><b>Maturity<br>
     02-28-2003<br>
      </b></center>
      </td>
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      <center><b>Loan No<br>
      </b></center>
      </td>
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      <center><b>Call / Coll<br>
      </b></center>
      </td>
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      <center><b>Account<br>
         8241400008 </b></center>
      </td>
<!-- Row 1 Column 7 --><td valign="Top">
      <center><b>Officer<br>
      </b></center>
      </td>
<!-- Row 1 Column 8 --><td valign="Top">
      <center><b>Initials<br>
      </b></center>
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<!-- Row 1 Column 1 --><td>
      <center>	References in the shaded area are for Lender&#8217;s use only and
    do not limit the applicability of this document to any particular loan
 or   item. <br>
         Any item above containing &#8221; * * * &#8221; has been omitted due to text
length    limitations.        </center>
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<!-- Row 1 Column 1 --><td valign="Top"><b>Borrower:<br>
      <br>
      <br>
      <br>
      <br>
         Grantor:<br>
      </b></td>
<!-- Row 1 Column 2 --><td valign="Top"><b>HICKOK INCORPORATED<br>
          10514 DUPONT AVENUE<br>
          CLEVELAND, OH 44108-1348<br>
      <br>
      <br>
         SUPREME ELECTRONICS CORP.<br>
         1714 CARROLLTON AVE<br>
         GREENWOOD, MS &nbsp;38930<br>
      </b></td>
<!-- Row 1 Column 3 --><td valign="Top"><b>Lender:<br>
      <br>
      <br>
      <br>
      </b></td>
<!-- Row 1 Column 4 --><td valign="Top"><b>THE HUNTINGTON NATIONAL BANK<br>
          MIDDLEBURG HEIGHTS COMMERCIAL LENDING<br>
          P. 0. BOX 1558 - HZ0325<br>
          COLUMBUS, OH 43272-4195 </b></td>
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<hr width="95%" align="Center">
<p><b>THIS COMMERCIAL SECURITY AGREEMENT dated <u>&nbsp;3-15-02 </u>, is made
and  executed among SUPREME ELECTRONICS CORP.(&#8220;Grantor&#8221;); HICKOK INCORPORATED
   ("Borrower") and THE HUNTINGTON NATIONAL BANK (&#8220;Lender&#8221;).</b></p>
<p><b>GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants
    to Lender a security Interest in the Collateral to secure the Indebtedness
    and agrees that Lender shall have the rights stated in this Agreement
with    respect to the Collateral, in addition to all other rights which Lender
 may  have by law. </b></p>
<p><b>COLLATERAL DESCRIPTION.</b> The word &#8220;Collateral&#8221; as used in this Agreement
    means the following described property, whether now owned or hereafter
 acquired,   whether now existing or hereafter arising, and wherever located,
 in which   Grantor is giving to Lender a security interest for the payment
 of the Indebtedness   and performance of all other obligations under the
Note and this Agreement:</p>
<blockquote>
  <p><b>All inventory, equipment, accounts (including but not limited to all
health-care-insurance receivables), chattel paper, instruments (including
  but not limited to all promissary notes), letter-of-credit rights, letters
  of credit, documents, deposit accounts, investment property, money, other
  rights to payment and performance, and general intangibles (including but
  not limited to all software and all payment intangibles); all oil, gas and
  other minerals before extraction; all oil, gas, other minerals and accounts
  constituting as-extracted collateral; all fixtures; all timber to be cut;
  all attachments, accessions, accessories, fittings, increases, tools, parts,
  repairs, supplies, and commingled goods relating to the foregoing property,
  and all additions, replacements of and substitutions for all or any part
 of the foregoing property; all insurance refunds relating to the foregoing
 property; all good will relating to the foregoing property; all records
and  data and embedded software relating to the foregoing property, and all
equipment,  inventory and software to utilize, create, maintain and process
any such records and data on electronic media; and all supporting obligations
relating to the foregoing property; all whether now existing or hereafter
arising, whether now owned or hereafter acquired or whether now or hereafter
subject to any rights in the foregoing property; and all products and proceeds
(including   but not limited to all insurance payments) of or relating to
the foregoing   property.</b></p>
  </blockquote>
  <p>  In addition, the word &#8220;Collateral&#8221; also includes all the following,
   whether now owned or hereafter acquired, whether now existing or hereafter
    arising, and wherever located:</p>
  <blockquote> (A) All accessions, attachments, accessories, tools, parts,
  supplies, replacements and additions to any of the collateral described
herein,  whether added now or later.
    <p>  (B) All products and produce of any of the property described in
  this   Collateral section.</p>
    <p>  (C) All accounts, general intangibles, instruments, rents, monies,
    payments, and all other rights, arising out of a sale, lease, or other
 disposition   of any of the property described in this Collateral section.</p>
    <p>  (D) All proceeds (including insurance proceeds) from the sale, destruction,
    loss, or other disposition of any of the property described in this Collateral
    section, and sums due from a third party who has damaged or destroyed
the    Collateral or from that party&#8217;s insurer, whether due to judgment, settlement
   or other process.</p>
    <p>  (E) All records and data relating to any of the property described
    in this Collateral section, whether in the form of a writing, photograph,
    microfilm, microfiche, or electronic media, together with all of Grantor&#8217;s
    right, title; and interest in and to all computer software required to
 utilize,   create, maintain, and process any such records or data on electronic
 media.</p>
    </blockquote>
           Despite any other provision of this Agreement, Lender is not granted,
    and will not have, a nonpurchase money security interest in household
goods,    to the extent such a security interest would be prohibited by applicable
   law. In addition, if because of the type of any Property, Lender is required
   to give a notice of the right to cancel under Truth in Lending for the
Indebtedness,    then Lender will not have a security interest in such Collateral
unless  and  until such a notice is given.

    <p><b>CROSS-COLLATERALIZATION</b>. In addition to the Note, this Agreement
    secures all obligations, debts and liabilities, plus interest thereon,
 of   Borrower to Lender, or any one or more of them, as well as all claims
 by  Lender against Borrower or any one or more of them, whether now existing
  or hereafter arising, whether related or unrelated to the purpose of the
 Note, whether voluntary or otherwise, whether due or not due, direct or indirect,
   absolute or contingent, liquidated or unliquidated and whether Borrower
 may  be liable individually or jointly with others, whether obligated as
guarantor,  surety, accommodation party or otherwise, and whether recovery
upon such amounts may be or hereafter may become barred by any statute of
limitations, and whether the obligation to repay such amounts may be or hereafter
may become otherwise unenforceable.</p>
    <p><b>BORROWER&#8217;S WAIVERS AND RESPONSIBILITIES</b>. Except as otherwise
  required under this Agreement or by applicable law, (A) Borrower agrees
that  Lender need not tell Borrower about any action or inaction Lender takes
in  connection with this Agreement; (B) Borrower assumes the responsibility
for  being and keeping informed about the Collateral; and (C) Borrower waives
 any defenses that may arise because of any action or inaction of Lender,
including without limitation any failure of Lender to realize upon the Collateral
or any delay by Lender in realizing upon the Collateral; and Borrower agrees
  to remain liable under the Note no matter what action Lender takes or fails
  to take under this Agreement.</p>
    <p><b>GRANTOR&#8217;S REPRESENTATIONS AND WARRANTIES</b>. Grantor warrants that:
  (A) this Agreement is executed at Borrower&#8217;s request and not at the request
  of Lender; (B) Grantor has the full right, power and authority to enter
into  this Agreement and to pledge the Collateral to Lender; (C) Grantor
has established  adequate means of obtaining from Borrower on a continuing
  basis information  about Borrower&#8217;s financial condition; and (D) Lender
has  made no representation  to Grantor about Borrower or Borrower&#8217;s creditworthiness.</p>
    <p><b>GRANTOR&#8217;S WAIVERS.</b> Grantor waives all requirements of presentment,
    protest, demand, and notice of dishonor or non-payment to Borrower or
Grantor,    or any other party to the Indebtedness or the Collateral. Lender
may do  any  of the following with respect to any obligation of any Borrower,
without   first obtaining the consent of Grantor: (A) grant any extension
of time for  any payment, (B) grant any renewal, (C) permit any modification
of payment   terms or other terms, or (D) exchange or release any Collateral
or other  security. No such act or failure to act shall affect Lender&#8217;s rights
against  Grantor or the Collateral.<br>
    <br>
    <b>RIGHT OF SETOFF</b>. To the extent permitted by applicable law, Lender
    reserves a right of setoff in all Grantor&#8217;s accounts with Lender (whether
    checking, savings, or some other account). This includes all accounts
Grantor    holds jointly with someone else and all accounts Grantor may open
in the   future. However, this does not include any IRA or Keogh accounts,
or any  trust accounts for which setoff would be prohibited by law. Grantor
authorizes  Lender, to the extent permitted by applicable law, to charge or
setoff all  sums owing on the Indebtedness against any and all such accounts.</p>
    <p><b>GRANTOR&#8217;S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL</b>
         .  With respect to the Collateral, Grantor represents and promises
 to  Lender  that:</p>
    <blockquote><b>Perfection of Security Interest</b>. Grantor agrees to
  execute  financing statements and to take whatever other actions are requested
  by Lender to perfect and continue. Lender&#8217;s security interest in the Collateral.
    Upon request of Lender, Grantor will deliver to Lender any and all of
the    documents evidencing or constituting the Collateral, and Grantor will
note    Lender&#8217;s interest upon any and all chattel paper if not delivered
to Lender    for possession by Lender. <b>This is a continuing Security Agreement
and   will continue in effect even though all or any part of the Indebtedness
 is  pald in full and even though for a period of time Grantor may not be
indebted  to Lender.</b>
      <p><b>Notices to Lender</b>. Grantor will promptly notify Lender in
  writing  at Lender&#8217;s address shown above (or such other addresses as Lender
  may designate  from time to time) prior to any (1) change in Grantor&#8217;s name;
  (2) change in Grantor&#8217;s assumed business name(s); (3) change in the management
  of the corporation Grantor; (4) change in the authorized signer(s); (5)
change  in Grantor&#8217;s principal office address; (6) conversion of Grantor to
a new  or different type of business entity; or (7) change in any other aspect
of  Grantor that directly or indirectly relates to any agreements between
Grantor  and Lender. No change in Grantor&#8217;s name will take effect until after
Lender  has been notified.</p>
      <p><b>No Violation.</b> The execution and delivery of this Agreement
  will not violate any law or agreement governing Grantor or to which Grantor
  is a party, and its certificate or articles of incorporation and bylaws
or  code of regulations do not prohibit any term or condition of this Agreement.</p>
      </blockquote>
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<!-- Row 1 Column 1 --><td align="Right"><b>EXHIBIT 10(a)(1) Page 2</b></td>
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      <h3><b>
      <center>COMMERClAL SECURlTY AGREEMENT<br>
          (Continued)</center>
      </b></h3>
      <hr width="95%" align="Center">
      <blockquote>
        <p><b>Enforceability of Collateral. </b>To the extent the Collateral
  consists of accounts, chattel paper, or general intangibles, as defined
by  the Uniform Commercial Code, the Collateral is enforceable in accordance
 with its terms, is genuine, and fully complies with all applicable laws and
 regulations concerning form, content and manner of preparation and execution,
 and all persons appearing to be obligated on the Collateral have authority
 and capacity to contract and are in fact obligated as they appear to be on
 the Collateral. At the time any Account becomes subject to a security interest
 in favor of Lender, the Account shall be a good and valid account representing
 an undisputed, bona fide indebtedness incurred by the account debtor, for
 merchandise held subject to delivery instructions or previously shipped
or  delivered pursuant to a contract of sale, or for services previously performed
 by Grantor with or for the account debtor. So long as this Agreement remains
 in effect, Grantor shall not, without Lender's prior written consent, compromise,
 settle, adjust, or extend payment under or with regard to any such accounts.
 There shall be no setoffs or counterclaims against any of the Collateral,
 and no agreement shall have been&nbsp;made under which any deductions or
discounts may be  claimed  concerning the Collateral except those disclosed
to Lender in writing.</p>
        <p><b>Location of the Collateral.</b> Except in the ordinary course
    of Grantor's business, Grantor agrees to keep the Collateral (or to the
  extent  the Collateral consists of intangible property such as accounts
or  general  intangibles, the records concerning the Collateral) at Grantor's
  address shown above or at such locations as are acceptable to Lender. Upon
  Lender's request, Grantor will deliver to Lender in form satisfactory to
 Lender a schedule of real properties and Collateral locations relating to
 Grantor's operations, including without limitation thefollowing: (1) all
real property Grantor owns or is purchasing; (2) all real property Grantor
is renting or leasing; (3) all storage facilities Grantor owns, rents, leases,
 or uses; and (4) all other properties where Collateral is or may be located.</p>
        <p><b>Removal of the Collateral.</b> Except in the ordinary course
  of Grantor's business, including the sales on inventory, Grantor shall not
  remove the Collateral from its existing location without Lender's prior
written  consent. To the extent that the Collateral consists of vehicles,
or other  titled property, Grantor shall not take or permit any action which
would require application for certificates of title for the vehicles outside
the State of Mississippi, without Lender's prior written consent. Grantor
shall, whenever requested, advise Lender of the exact location of the Collateral.</p>
        <p><b>Transactions Involving Collateral.</b> Except for inventory
  sold   or accounts collected in the ordinary course of Grantor's business,
  or as   otherwise provided for in this agreement, Grantor shall not sell,
  offer to  sell, or otherwise transfer or dispose of the Collateral. While
  Grantor is  not in default under this Agreement, Grantor may sell inventory,
  but only  in the ordinary course of its business and only to buyers who
qualify  as a buyer in the ordinary course of business.  A sale in the ordinary
course   of Grantor's business does not include a transfer in partial or total
satisfaction    of a debt or any bulk sale. Grantor shall not pledge, mortgage,
encumber   or otherwise permit the Collateral to be subject to any lien,
security interest,    encumbrance, or charge, other than the security interest
provided for on   this Agreement, without&nbsp;the prior written consent
of Lender.  This includes  security interests even if junior in right to
the security interests granted  under this Agreement. Unless waived by Lender,
all proceeds from any disposition  of the Collateral (for whatever reason)
shall be held in trust for Lender  and shall not be commingled with any other
funds; provided however, this requirement shall not constitute consent by
Lender to any sale or other disposition. Upon. receipt, Grantor shall immediately
deliver any such proceeds to Lender.</p>
        <p><b>Title.</b> Grantor represents and warrants to Lender that Grantor
    holds good and marketable title to the Collateral, free and clear of all
   liens and encumbrances except for the lien of this Agreement. No financing
   statement covering any of the Collateral is on file in any public office
  other than those which reflect the security interest created by this Agreement
  or to which Lender has specifically consented. Grantor shall defend Lender&#8217;s
   rights in the Collateral against the claims and demands of all other persons.</p>
        <p><b>Repairs and Maintenance.</b> Grantor agrees to keep and maintain,
    and to cause others to keep and maintain, the Collateral in good order,
  repair  and condition at all times while this Agreement remains in effect.
  Grantor  further agrees to pay when due all claims for work done on, or
services  rendered  or material furnished in connection with the Collateral
so that  no lien or  encumbrance may ever attach to or be filed against the
Collateral.</p>
        <p><b>lnspection of Collateral.</b> Lender and Lender&#8217;s designated
  representatives and agents shall have the right at all reasonable times
to  examine and inspect the Collateral wherever located.</p>
        <p><b>Taxes, Assessments and Liens.</b> Grantor will pay when due
  all  taxes, assessments and liens upon the Collateral, its use or operation,
   upon  this Agreement, upon any promissory note or notes evidencing the
Indebtedness,    or upon any of the other Related Documents. Grantor may
withhold any such    payment or may elect to contest any lien if Grantor
is in good faith conducting    an appropriate proceeding to contest the obligation
to pay and so long as   Lender&#8217;s interest in the Collateral is not jeopardized
in Lender&#8217;s sole  opinion.  If the Collateral is subjected to a lien which
is not discharged  within fifteen  (15) days, Grantor shall deposit with
Lender cash, a sufficient  corporate  surety bond or other security satisfactory
to Lender in an amount  adequate  to provide for the discharge of the lien
plus any interest, costs,  attorneys&#8217;  fees or other charges that could accrue
as a result of foreclosure  or sale  of the Collateral. In any contest Grantor
shall defend itself and  Lender and shall satisfy any final adverse judgment
before enforcement against  the Collateral. Grantor shall name Lender as
an additional obligee under any surety bond furnished in the contest proceedings..
Grantor further agrees   to furnish Lender with evidence that such taxes,
assessments, and governmental   and other charges have been paid in full
and in a timely manner. Grantor  may withhold any such payment or may elect
to contest any lien if Grantor  is in good faith conducting an appropriate
proceeding to contest the obligation   to pay and so long as Lender&#8217;s interest
in the Collateral is not jeopardized.</p>
        <p><b>Compliance with Governmental Requirements.</b> Grantor shall
  comply promptly with all laws, ordinances, rules and regulations of all
governmental    authorities, now or hereafter in effect, applicable to the
ownership, production,    disposition, or use of the Collateral. Grantor may
contest in good faith   any such law, ordinance or regulation and withhold
compliance during any  proceeding, including appropriate appeals, so long
as Lender&#8217;s interest in  the Collateral, in Lender&#8217;s opinion, is not jeopardized.
        </p>
        <p><b>Hazardous Substances.</b> Grantor represents and warrants that
    the Collateral never has been, and never will be so long as this Agreement
    remains a lien on the Collateral, used in violation of any Environmental
   Laws or for the generation, manufacture, storage, transportation, treatment,
   disposal, release or threatened release of any Hazardous Substance. The
 representations   and warranties contained herein are based on Grantor&#8217;s
due diligence in investigating  the Collateral for Hazardous Substances. Grantor
hereby (1) releases and waives any future claims against Lender for indemnity
or contribution in the event Grantor becomes liable for cleanup or other
costs under any Environmental  Laws, and (2) agrees to indemnify and hold
harmless Lender against any and  all claims and losses resulting from a breach
of this provision of this Agreement.  This obligation to indemnify shall
survive the payment of the Indebtedness  and the satisfaction of this Agreement.</p>
        <p><b>Maintenance of Casualty Insurance.</b> Grantor shall procure
  and maintain all risks insurance, including without limitation fire, theft
  and liability coverage together with such other insurance as Lender may
require    with respect to the Collateral, in form, amounts, coverages and
basis reasonably    acceptable to Lender and issued by a company or companies
reasonably acceptable    to Lender. Grantor, upon request of Lender, will
deliver to Lender from  time  to time the policies or certificates of insurance
in form satisfactory  to  Lender, including stipulations that coverages will
not be cancelled or  diminished  without at least twenty (20) days&#8217; prior
written notice to Lender  and not  including any disclaimer of the insurer&#8217;s
liability for failure to give such  a notice. Each insurance policy also shall
include an endorsement  providing  that coverage in favor of Lender will
not be impaired in any way  by any act,  omission or default of Grantor or
any other person. In connection  with all  policies covering assets in which
Lender holds or is offered a security interest,  Grantor will provide Lender
with such loss payable or other endorsements as Lender may require. If Grantor
at any time fails to obtain or maintain any insurance as required under this
Agreement, Lender may (but shall not be obligated to) obtain such insurance
as Lender deems appropriate, including  if Lender so chooses &#8220;single interest
insurance,&#8221; which will cover only Lender&#8217;s  interest in the Collateral.</p>
        <p><b>Application of Insurance Proceeds.</b> Grantor shall promptly
    notify Lender of any loss or damage to the Collateral. Lender may make
 proof   of loss if Grantor fails to do so within fifteen (15) days of the
 casualty.   All proceeds of any insurance on the Collateral, including accrued
 proceeds   thereon, shall be held by Lender as part of the Collateral. If
 Lender consents   to repair or replacement of the damaged or destroyed Collateral,
 Lender shall,  upon satisfactory proof of expenditure, pay or reimburse Grantor
 from the  proceeds for the reasonable cost of repair or restoration. If
Lender   does  not consent to repair or replacement of the Collateral, Lender
shall   retain  a sufficient amount of the proceeds to pay all of the Indebtedness,
  and shall  pay the balance to Grantor. Any proceeds which have not been
disbursed   within  six (6) months after their receipt and which Grantor
has not committed   to  the repair or restoration of the Collateral shall
be used to prepay the  Indebtedness.</p>
        <p><b>Insurance Reserves.</b> Lender may require Grantor to maintain
    with Lender reserves for payment of insurance premiums, which reserves
 shall   be created by monthly payments from Grantor of a sum estimated by
 Lender  to be sufficient to produce, at least fifteen (15) days before the
 premium  due date, amounts at least equal to the insurance premiums to be
 paid, If  fifteen (15) days before payment is due, the reserve funds are
insufficient,  Grantor shall upon demand pay any deficiency to Lender. The
reserve funds  shall be held by Lender as a general deposit and shall constitute
a non-interest-bearing   account which Lender may satisfy by payment of the
insurance premiums required   to be paid by Grantor as they become due. Lender
does not hold the reserve   funds in trust for Grantor, and Lender is not
the agent of Grantor for payment   of the insurance premiums required to be
paid by Grantor. The responsibility   for the payment of premiums shall remain
Grantor&#8217;s sole responsibility.</p>
        <p><b>Insurance Reports.</b> Grantor, upon request of Lender, shall
    furnish to Lender reports on each existing policy of insurance showing
 such   information as Lender may reasonably request including the following:
 (1)   the name of the insurer; (2) the risks insured; (3) the amount of the
 policy;   (4) the property insured; (5) the then current value on the basis
 of which   insurance has been obtained and the manner of determining that
 value; and   (6) the expiration date of the policy. In addition, Grantor
shall upon request   by Lender (however not more </p>
        </blockquote>
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        <h3><b>
        <center>COMMERClAL SECURlTY AGREEMENT<br>
          (Continued)</center>
        </b></h3>
        <hr width="95%" align="Center"><br>
        <blockquote>often than annually) have an independent appraiser satisfactory
  to Lender determine, as applicable, the cash value or replacement cost of
  the collateral.<br>
          </blockquote>
          <b>GRANTOR&#8217;S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.</b> Until
    default and except as otherwise provided below with respect to accounts,
   Grantor may have possession of the tangible personal property and beneficial
   use of all the Collateral and may use it in any lawful manner not inconsistent
    with this Agreement or the Related Documents, provided that Grantor&#8217;s
right    to possession and beneficial use shall not app!y to any Collateral
where   possession of the Collateral by Lender is required by law to perfect
Lender&#8217;s   security interest in such Collateral. Until otherwise notified
by Lender,   Grantor may collect any of the Collateral consisting of accounts.
At any  time and even though no Event of Default exists, Lender may exercise
its rights to collect the accounts and to notify account debtors to make payments
directly to Lender for application to the Indebtedness.  If Lender at any
time has possession of any Collateral, whether before or  after an Event
of Default,  Lender shall be deemed to have exercised reasonable  care in
the custody and  preservation of the Collateral if Lender takes such  action
for that purpose  as Grantor shall request or as Lender, in Lender&#8217;s  sole
discretion, shall  deem appropriate under the circumstances, but failure
to honor any request  by Grantor shall not of itself be deemed to be a failure
  to exercise reasonable  care. Lender shall not be required to take any steps
  necessary topreserve  any rights in the Collateral against prior parties,
  nor to protect, preserve  or maintain any security interest .given to secure
  the indebtedness.<br>
          <p><b>LENDER&#8217;S EXPENDITURES</b>. If any action or proceeding is
  commenced   that would materially affect Lender&#8217;s interest in the Collateral
  or if Grantor   fails to comply with any provision of this Agreement or
any  Related Documents,   including but not limited to Grantor&#8217;s failure to
discharge  or pay when due  any amounts Grantor is required to discharge or
pay under  this Agreement  or any Related Documents, Lender on Grantor&#8217;s behalf
may (but shall not be  obligated to) take any action that Lender deems appropriate,
 including but  not limited to discharging or paying all taxes, liens, security
 interests,  encumbrances and other claims, at any time levied or placed
on  the Collateral  and paying all costs for insuring, maintaining and preserving
 the Collateral.  All such expenditures incurred or paid by Lender for such
 purposes will then  bear interest at the rate charged under the Note from
 the date incurred or  paid by Lender to the date of repayment by Grantor.
 All such expenses will  become a part of the Indebtedness and, at Lender&#8217;s
 option, will (A) be payable  on demand; (B) be added to the balance of the
 Note and be apportioned among  and be payable with any installment payments
 to become due during either (1) the term of any applicable insurance policy;
 or (2) the remaining term of the Note; or (C) be treated as a balloon payment
 which will be due end payable at the Note&#8217;s maturity. The Agreement also
will secure payment of these amounts. Such right shall be in addition to
all other rights and remedies to which Lender may be entitled upon Default.</p>
          <p><b>DEFAULT. </b>Each of the following shall constitute an Event
   of Default under this Agreement:</p>
          <blockquote><b>Payment Default.</b> Borrower fails to make any payment
 when due under the Indebtedness.

            <p><b>Other Defaults.</b> Borrower or Grantor fails to comply
  with  or to perform  any other term, obligation, covenant or condition contained
   in this Agreement  or in any of the Related Documents or to comply with
 or  to perform any term,  obligation, covenant or condition contained in
any other agreement between  Lender and Grantor.</p>
            <p><b>False Statements.</b> Any warranty, representation or statement
    made or furnished to Lender by Borrower or Grantor or on Borrower's or
 Grantor&#8217;s  behalf under this Agreement, the Note, or the Related Documents
 is false or misleading in any material respect, either now or at the time
 made or furnished becomes false or misleading at any time thereafter.</p>
            <p><b>Defective Collateralization.</b> This Agreement or any of
the  Related Documents ceases to be in full force and effect (including failure
  of any collateral document to create a valid and perfected security interest
  or lien) at any time and for any reason.</p>
            <p><b>Insolvency.</b> The dissolution or termination of Borrower's
   or Grantor&#8217;s  existence as a going business, the insolvency of Borrower
 or  Grantor, the appointment  of a receiver for any part of Borrower's or
 Grantor&#8217;s  property, any assignment for the benefit of creditors, any type
 of creditor  workout, or the commencement of any proceeding under any bankruptcy
 or insolvency  laws by or against Borrower or Grantor.</p>
            <p><b>Creditor or Forfeiture Proceedings.</b> Commencement of
  foreclosure   or forfeiture proceedings, whether by judicial proceeding,
 self-help, repossession   or any other method, by any creditor of Borrower
 or Grantor or by any governmental  agency  against any collateral securing
 the Indebtedness. This includes a  garnishment  of any of Borrower's or Grantor&#8217;s
 accounts, including deposit  accounts, with Lender. However,  this Event
of Default shall not apply if  there is a good faith dispute by  Borrower
or Grantor as to the validity or reasonableness of the claim which is the
basis  of the creditor or forfeiture  proceeding and if Borrower or Grantor
gives Lender written  notice of the  creditor or forfeiture proceeding and
deposits with Lender monies or a surety  bond for the creditor or forfeiture
proceeding, in an amount determined by  Lender, in its sole discretion, as
being an adequate reserve or bond for the dispute.</p>
            <p><b>Events Affecting Guarantor.</b> Any of the preceding events
    occurs with respect to Guarantor of any of the lndebtedness dies or becomes
    incompetent or revokes or disputes the validity of, or liability under,
  any  Guaranty of the Indebtedness.</p>
            <p><b>Adverse Change.</b> A material adverse change occurs in
  Borrower's  or Grantor&#8217;s  financial condition, or Lender believes the prospect
  of payment  or performance  of the lndebteidness is impaired.</p>
            <p><b>Insecurity.</b> Lender in good faith-believes itself insecure.</p>
            </blockquote>
            <b>RIGHTS AND REMEDIES ON DEFAULT.</b> If an Event of Default
  occurs   under this Agreement, at any time thereafter, Lender shall have
 all the rights  of a secured party under the Ohio Uniform Commercial Code.
 In addition and  without limitation, Lender may exercise any one or more
of the following rights and remedies:

            <blockquote><b>Accelerate indebtedness.</b> Lender may declare
  the   entire Indebtedness, including any prepayment penalty which Borrower
  would   be required to pay, immediately due and payable, without notice
of  any kind   to Borrower or Grantor.


              <p><b>Assemble Collateral.</b> Lender may require Grantor to
  deliver  to Lender all or any portion of the Collateral and any and all
certificates    of title and other documents relating to the Collateral. Lender
may require    Grantor to assemble the Collateral and make it available to
Lender at a  place  to be designated by Lender. Lender also shall have full
power to enter  upon  the property of Grantor to take possession of and remove
the Collateral.   If the Collateral contains other goods not covered by this
Agreement at the  time of repossession, Grantor agrees Lender may take such
other goods, provided   that Lender makes reasonable efforts to return them
to Grantor after repossession.</p>
              <p><b>Sell the Collateral.</b> Lender shall have full power
  to sell, lease, transfer, or otherwise deal with the Collateral or proceeds
  thereof in Lender&#8217;s own name or that of Grantor. Lender may sell the Collateral
  at public auction or private sale. Unless the Collateral threatens to decline
    speedily in value or is of a type customarily sold on a recognized market,
    Lender will give Grantor, asn other persons as required by law, reasonable
  notice of the time or place of any public sale, or the time after which
any  private   sale or any other disposition of the Collateral is to be made.
 However, no notice need be provided to any person who, after Event of Default
 occurs, enters into and authenticates an agreement waiving that person's
right to notification of sale. The  requirements of reasonable notice shall
be met if such notice is given at  least ten (10) days before the time of
the sale or disposition. All expenses  relating to the disposition of the
Collateral, including without limitation  the expenses of retaking, holding,
insuring, preparing. for sale and selling  the Collateral, shall become a
part of the Indebtedness secured by this Agreement  and shall be payable on
demand, with interest at the Note rate from date of expenditure until repaid.</p>
              <p><b>Appoint Receiver.</b> Lender shall have the right to have
  a receiver appointed to take possession of all or any part of the Collateral,
  with the power to protect and preserve the Collateral, to operate the Collateral
  preceding foreclosure or sale, and to collect the Rents from the Collateral
  and apply the proceeds, over and above the cost of the receivership, against
  the Indebtedness. The receiver may serve without bond if permitted by law.
  Lender&#8217;s right to the appointment of a receiver shall exist whether or
not   the apparent value of the Collateral exceeds the Indebtedness by a
substantial   amount. Employment by Lender shall not disqualify a person
from serving as  a receiver.</p>
              <p><b>Collect Revenues, Apply Accounts.</b> Lender, either itself
  or through a receiver, may collect the payments, rents, income, and revenues
  from the Collateral. Lender may at any time in Lender&#8217;s discretion transfer
  any Collateral into Lender&#8217;s own name or that of Lender&#8217;s nominee and receive
  the payments, rents, income, and revenues therefrom and hold the same as
 security for the Indebtedness or apply it to payment of the Indebtedness
in such order of preference as Lender may determine. Insofar as the Collateral
 consists of accounts, general intangibles, insurance policies, instruments,
 chattel paper, choses in action, or similar property, Lender may demand,
collect, receipt for, settle, compromise, adjust, sue for, foreclose, or
realize on the Collateral as Lender may determine, whether or not Indebtedness
  or Collateral is then due, For these purposes, Lender may, on behalf of
and  in the name of Grantor, receive, open and dispose of mail addressed to
Grantor;  change any address to which mail and payments are to be sent; and
endorse  notes, checks, drafts, money orders, documents of title, instruments
and items pertaining to payment, shipment, or storage of any Collateral. To
facilitate  collection, Lender may notify account debtors and obligors on
any Collateral  to make payments directly to Lender. </p>
              <p><b>Obtain Deficiency.</b> If Lender chooses to sell any or
all  of the Collateral, Lender may obtain a judgment against Borrower for
any  deficiency remaining on the Indebtedness due to Lender after application
  of all amounts received from the exercise of the rights provided in this
 Agreement. Borrower shall be liable for a deficiency even if the transaction
 described in this subsection is a sale of accounts or chattel paper.</p>
              <p><b>Other Rights and Remedies.</b> Lender shall have all the
rights and remedies of a secured creditor under the provisions of the Uniform
Commercial Code, as may be amended from time to time. In addition, Lender
shall have and may exercise any or all other rights and remedies it may have
available at law, in equity, or otherwise.</p>
              </blockquote>
              <hr width="95%" align="Center">
              <hr width="95%" align="Center">
              <table width="95%" border="0" cellspacing="0" cellpadding="1">

                  <tr>
<!-- Row 1 Column 1 --><td align="Right"><b>EXHIBIT 10(a)(1) Page 4</b></td>
                  </tr>

              </table>
              <h3><b>
              <center>COMMERClAL SECURlTY AGREEMENT<br>
          (Continued)</center>
              </b></h3>
              <hr width="95%" align="Center"><br>
              <p><b>Election of Remedies.</b> Except as may be prohibited
  by applicable law, all of Lender&#8217;s rights and remedies, whether evidenced
  by this Agreement, the Related Documents, or by any other writing, shall
 be cumulative and may be exercised singularly or concurrently. Election by
 Lender to pursue any remedy shall not exclude pursuit of any other remedy,
 and an election to make expenditures or to take action to perform an obligation
 of Grantor under this Agreement, after Grantor&#8217;s failure to perform, shall
 not affect Lender&#8217;s right to declare a default and exercise its remedies.
           </p>
              <b>MISCELLANEOUS PROVISIONS.</b> The following miscellaneous
  provisions   are a part of this Agreement:


              <blockquote><b>Amendments.</b> This Agreement, together with
  any   Related Documents, constitutes the entire understanding and agreement
  of  the parties as to the matters set forth in this Agreement. No alteration
  off or amendment to this Agreement shall be effective unless given in writing&nbsp;
  and signed by the party or parties sought to be charged  or bound by the
 alteratiom  of amendment.


                <p><b>Attorneys&#8217; Fees; Expenses.</b> Grantor agrees to pay
  upon demand all of Lender&#8217;s costs and expenses, including Lender&#8217;s attorneys&#8217;
  fees and Lender&#8217;s legal expenses, incurred in connection with the enforcement
  of this Agreement. Lender may hire or pay someone else to help enforce this
  Agreement, and Grantor shall pay the costs and expenses of such enforcement.
  Costs and expenses include Lender&#8217;s attorneys&#8217; fees and legal expenses whether
  or not there is a lawsuit, including attorneys&#8217; fees and legal expenses
for  bankruptcy proceedings (including efforts to modify or vacate any automatic
  stay or injunction), appeals, and any anticipated post-judgment collection
  services. Grantor also shall pay all court costs and such additional fees
  as may be directed by the court.</p>
                <p><b>Caption Headings.</b> Caption headings in this Agreement
    are for convenience purposes only and are not to be used to interpret
or   define the provisions of this Agreement.</p>
                <p><b>Governing Law. This Agreement will be governed by, construed
 and enforced in accordance with federal law and the laws of the State of
Ohio. This Agreement has been accepted by Lender in the State of Ohio.</b></p>
                <p><b>Joint and Several Liability</b>. All obligations of
  Borrower  and Grantor under this Agreement shall be joint and several,
and   all references  to Grantor shall mean each and every Grantor, and all
references   to Borrower  shall mean each and every Borrower. This means
that each Borrower   and Grantor  signing below is responsible for all obligations
in this Agreement.   Where  any one or more of the parties is a corporation,
partnership, limited   liability  company or similar entity, it is not necessary
for Lender to inquire  into  the powers of any of the officers, directors,
partners, members, or  other  agents acting or purporting to act on the entity&#8217;s
behalf, and any  obligations  made or created in reliance upon the professed
exercise of such  powers shall  be guaranteed under this Agreement.</p>
                <p><b>No Waiver by Lender. </b>Lender shall not be deemed
  to  have waived any rights under this Agreement unless such waiver is given
  in  writing and signed by Lender. No delay or omission on the part of Lender
  in exercising any right shall operate as a waiver of such right or any other
   right. A waiver by Lender of a provision of this Agreement shall not prejudice
   or constitute a waiver of Lender&#8217;s right otherwise to demand strict compliance
   with that provision or any other provision of this Agreement. No prior
waiver   by Lender, nor any course of dealing between Lender and Grantor,
shall constitute   a waiver of any of Lender&#8217;s rights or of any of Grantor&#8217;s
obligations as  to any future transactions. Whenever the consent of Lender
is required under    this Agreement, the granting of such consent by Lender
in any instance shall   not constitute continuing consent to subsequent instances
where such consent   is required and in all cases such consent may be granted
or withheld in the  sole discretion of Lender. </p>
                <b>Notices.</b> Any notice required to be given under this
  Agreement shall be given in writing, and shall be effective when actually
   delivered, when actually received by telefacsimile (unless otherwise required
   by law), when deposited with a nationally recognized overnight courier,
 or,  if mailed, when deposited in the United States mail, as first class,
 certified  or registered mail postage prepaid, directed to the addresses
shown near the beginning of this Agreement. Any party may change its address
for notices  under this Agreement by giving formal written notice to the other
parties,  specifying that the purpose of the notice is to change the party&#8217;s
address.  For notice purposes, Grantor agrees to keep Lender informed at
all times of Grantor&#8217;s current address. Unless otherwise provided or required
 by law, If there is more than one Grantor, any notice given by Lender to
any Grantor  Is deemed to be notice given to all Grantors.


                <p><b>Power of Attorney.</b> Grantor hereby appoints Lender
    as Grantor&#8217;s irrevocable attorney-in-fact for the purpose of executing
 any   documents necessary to perfect or to continue the security interest
 granted   in this Agreement . Lender may at any time, and without further
 authorization   from Grantor, file a carbon, photographic or other reproduction
 of any financing   statement or of this Agreement for use as a financing
statement. Grantor  will reimburse Lender for all expenses for the perfection
and the continuation   of the perfection of Lender&#8217;s security interest in
the Collateral.                 </p>
                <p><b>Severability.</b> If a court of competent jurisdiction
    finds any provision of this Agreement to be illegal, invalid, or unenforceable
    as to any circumstance, that finding shall not make the offending provision
    illegal, invalid, or unenforceable as to any other circumstance. If feasible,
    the offending provision shall be considered modified so that it becomes
  legal,  valid and enforceable. If the offending provision cannot be so modified,
   it shall be considered deleted from this Agreement. Unless otherwise required
    by law, the illegality, invalidity, or unenforceability of any provision
   of this Agreement shall not affect the legality, validity or enforceability
   of any other provision of this Agreement.</p>
                <p><b>Successors and Assigns.</b> Subject to any limitations
    stated in this Agreement on transfer of Grantor&#8217;s interest, this Agreement
    shall be binding upon and inure to the benefit of the parties, their successors
    and assigns. If ownership of the Collateral becomes vested in a person
 other   than Grantor, Lender, without notice to Grantor, may deal with Grantor&#8217;s
   successors with reference to this Agreement and the Indebtedness by way
 of  forbearance or extension without releasing Grantor from the obligations
 of  this Agreement or liability under the Indebtedness.</p>
                <p><b>Survival of Representations and Warranties.</b> All
  representations,  warranties, and agreements made by Grantor in this Agreement
  shall survive  the execution and delivery of this Agreement,shall be continuing
  in nature,  and shall remain in full force and effect until such time as
 Borrower&#8217;s Indebtedness  shall be paid in full.</p>
                <p><b>Time is of the Essence.</b> Time is of the essence in
 the performance of this Agreement.</p>
                </blockquote>
                <b>DEFINITIONS. </b>The following capitalized words and terms
    shall have the following meanings when used in this Agreement. Unless
specifically    stated to the contrary, all references to dollar amounts
shall mean amounts    in lawful money of the United States of America. Words
and terms used in   the singular shall include the plural, and the plural
shall include the singular,   as the context may require. Words and terms
not otherwise defined in this   Agreement shall have the meanings attributed
to such terms in the Uniform   Commercial Code:


                <blockquote><b>Account.</b> The word &#8220;Account&#8221; means a trade
    account, account receivable, other receivable, or other right to payment
   for goods sold or services rendered owing to Grantor (or to a third party
   grantor acceptable to Lender).


                  <p><b>Agreement. </b>The word &#8220;Agreement&#8221; means this Commercial
    Security Agreement; as this Commercial Security Agreement may be amended
   or modified from time to time, together with all exhibits and schedules
 attached   to this Commercial Security Agreement from time to time.</p>
                  <p><b>Borrower.</b> The word &#8220;Borrower&#8221; means HICKOK INCORPORATED,
    and all other persons and entities signing the Note in whatever capacity.</p>
                  <p><b>Collateral. </b>The word &#8220;Collateral&#8221; means all of
  Grantor&#8217;s right, title and interest in and to all the Collateral as described
  in the Collateral Description section of this Agreement.</p>
                  <p><b>Default. </b>The word &#8220;Default&#8221; means the Default
  set  forth in this Agreement in the section titled &#8220;Default&#8221;.</p>
                  <p><b>Environmental Laws. </b>The words &#8220;Environmental Laws&#8221;
 mean any and all state, federal and local statutes, regulations and ordinances
 relating to the protection of human health or the environment, including
without limitation the Comprehensive Environmental Response, Compensation,
    and Liability Act of 1980, as amended, 42 U.S.C. Section 9601; et seq.
 (&#8220;CERCLA&#8221;),   the Superfund Amendments and Reauthorization Act of 1986,
Pub.  L. No. 99-499   (&#8220;SARA&#8221;), the Hazardous Materials Transportation Act,
49 U.S.C. Section 1801,  et seq., the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901,  et seq., or other applicable state or federal
laws, rules, or regulations   adopted pursuant thereto.</p>
                  <p><b>Event of Default.</b> The words &#8220;Event of Default&#8221;
  mean any of the events of default set forth in this Agreement in the default
  section of this Agreement.</p>
                  <p><b>Grantor. </b>The word &#8220;Grantor&#8221; means SUPREME ELECTRONICS
   CORP.</p>
                  <p><b>Guarantor.</b> The word &#8220;Guarantor&#8221; means any guarantor,
    surety, or accommodation party of any or all of the Indebtedness.</p>
                  <p><b>Guaranty. </b>The word &#8220;Guaranty&#8221; means the guaranty
    from Guarantor to Lender, including without limitation a guaranty of all
   or part of the Note</p>
                  <p><b>Hazardous Substances.</b> The words &#8220;Hazardous Substances&#8221;
    mean materials that, because of their quantity, concentration or physical,
    chemical or infectious characteristics, may cause or pose a present or
 potential   hazard to human health or the environment when improperly used,
 treated,  stored, disposed of, generated, manufactured, transported or otherwise
 handled.  The words &#8220;Hazardous Substances&#8221; are used in their very broadest
 sense and  include without limitation any and all hazardous or toxic substances,
 materials  or waste as defined by or listed under the Environmental Laws.
 The term &#8220;Hazardous   Substances&#8221; also includes, without limitation, petroleum
 and petroleum by-products   or any fraction thereof and asbestos.</p>
                  </blockquote>
                  <hr width="95%" size="2">
                  <hr width="95%" size="2">
                  <table width="95%" border="0" cellspacing="0" cellpadding="1">

                      <tr>
                        <td align="Right"><b>EXHIBIT 10(a)(1) Page 5</b></td>
                      </tr>

                  </table>
                  <h3><b>
                  <center>COMMERClAL SECURlTY AGREEMENT<br>
          (Continued)</center>
                  </b></h3>
                  <hr width="95%" size="2">
                  <blockquote><b>Indebtedness.</b> The word &#8220;Indebtedness&#8221;
 means the   indebtedness evidenced by the Note or Related Documents, including
 all principal   and interest together with all other indebtedness and costs
 and expenses  for which Borrower is responsible under this Agreement or under
  any of the  Related Documents.<br>
                    <b>Lender. </b>The word &#8220;Lender&#8221; means THE HUNTINGTON
  NATIONAL  BANK; its successors and assigns.


                    <p><b>Note.</b> The word &#8220;Note&#8221; means the Note executed
   by  Grantor in the principal amount of $1,000,000.00 dated <u><b>&nbsp;3-15-02</b></u>
,       together with all renewals of, extensions of, modifications of, refinancings
  of, consolidations  of, and substitutions for the note or credit agreement.</p>
                    <p><b>Related Documents.</b> The words &#8220;Related Documents&#8221;
    mean all promissory notes, credit agreements, loan agreements, environmental
    agreements, guaranties, security agreements, mortgages, deeds of trust,
  security  deeds, collateral mortgages, and all other instruments, agreements
  and documents,  whether now or hereafter existing, executed in connection
  with the Indebtedness.</p>
                    </blockquote>
                    <b>BORROWER AND GRANTOR HAS READ AND UNDERSTOOD ALL THE
   PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS.
   THIS AGREEMENT IS DATED <u>&nbsp;3-15-02 &nbsp;.</u></b>
                    <p><b>GRANTOR:</b></p>
                    <p><b><br>
                    <br>
           SUPREME ELECTRONICS CORP.</b></p>
                    <p><b><u>By: /s/  Robert L. Bauman</u><br>
           ROBERT L. BAUMAN,<br>
          CHAIRMAN of SUPREME ELECTRONICS CORP.</b></p>
                    <p><b>BORROWER:</b></p>
                    <p><b><br>
                    <br>
      HICKOK INCORPORATED</b></p>
                    <b><u>By: /s/  Robert L. Bauman</u><br>
           ROBERT L. BAUMAN,<br>
          President/CEO of HICKOK INCORPORATED</b>
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