PACIFIC AEROSPACE & ELECTRONICS INC
EXHIBIT 10.62
<DOCUMENT>
<TYPE>EX-10.62
<SEQUENCE>9
<FILENAME>f89244exv10w62.txt
<DESCRIPTION>EXHIBIT 10.62
<TEXT>
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                                                                   Exhibit 10.62


                                  AMENDMENT #1
                           TO CAPCO SECURITY AGREEMENT
                                FEBRUARY 12, 2003

CLIENT COVENANTS:
PARAGRAPH 11 AS FOLLOWS:
CLIENT agrees to sell to CAPCO ALL ACCOUNTS RECEIVABLE, (Accounts) mechanic's
lien(s), and rights to payment under any stop notice(s), or bonded stop
notice(s) securing payment of those Accounts created by CLIENT in the course of
its business, existing as of the date of this agreement or thereafter created
during the term of this agreement, subject to approval and verification by
CAPCO.
CAPCO is not obligated to advance funds for the purchase of All Accounts from
CLIENT. When CLIENT notifies CAPCO of it's Accounts, CLIENT shall provide the
original Assigned Account (Invoice) together with one copy thereof, a copy of
the bill of lading contract, purchase order, purchase order number, and/or any
other requisite supporting documentation corresponding to said Accounts and
appropriate to the business of CLIENT.

IS REPLACED BY:

CLIENT agrees to sell to CAPCO ALL ACCOUNTS RECEIVABLE, (Accounts) mechanic's
lien(s), and rights to payment under any stop notice(s), or bonded stop
notice(s) securing payment of those Accounts created by CLIENT in the course of
its business, existing as of the date of this agreement or thereafter created
during the term of this agreement, subject to approval and verification by
CAPCO.
CAPCO is not obligated to advance funds for the purchase of All Accounts from
CLIENT. When CLIENT notifies CAPCO of it's Accounts, CLIENT shall provide a copy
of the original Assigned Account (Invoice) a copy of the bill of lading
contract, purchase order, purchase order number, and/or any other requisite
supporting documentation corresponding to said Accounts and appropriate to the
business of CLIENT, as requested by CAPCO.

PARAGRAPH 13 AS FOLLOWS:
D. CLIENT will promptly notify CAPCO in writing of any proposed change in
CLIENT'S place of business, name, legal entity, corporate structure,
record-keeping location, and/or as to any additional place of business, or
expiration of any special license(s), or transfer of assets, or technology, to a
third party, or proposed change in ownership in excess of twenty five percent,
(25%), of outstanding shares;
G. CLIENT'S taxes are not delinquent nor has CLIENT been subject to a tax levy
by any governmental entity nor are there now on file in any public office tax
liens affecting CLIENT other than those delinquencies, levies and/or liens which
have been disclosed by CLIENT to CAPCO;

IS REPLACED BY:

D. CLIENT will promptly notify CAPCO in writing of any proposed change in
CLIENT'S place of business, name, legal entity, corporate structure,
record-keeping location, and/or as to any additional place of business, or
proposed change in ownership in excess of fifty-one percent, (51%), of
outstanding shares;
G. CLIENT'S taxes are not delinquent nor has CLIENT been subject to a tax levy,
in excess of $5,000, by any governmental entity nor are there now on file in any
public office tax liens
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affecting CLIENT other than those delinquencies, levies and/or liens which have
been disclosed by CLIENT to CAPCO;

PARAGRAPH 15 AS FOLLOWS:
All Accounts shall be the sole property of CAPCO, but if for any reason a
payment owing on said Accounts shall be paid to CLIENT; CLIENT shall promptly
notify CAPCO of such payment, shall hold any check, draft or money so received
in trust and for the benefit of CAPCO , and shall pay over such check or draft
in-kind, or money, to CAPCO promptly and without delay. All of CLIENT'S invoices
shall bear the address of CAPCO'S LOCK BOX as the "REMIT TO" address, and CLIENT
agrees that ALL remittances for payment on ALL Accounts shall be made to the
CAPCO LOCK BOX or other repository authorized in writing by CAPCO.

IS REPLACED BY:

All Accounts shall be the sole property of CAPCO, but if for any reason a
payment owing on said Accounts shall be paid to CLIENT; CLIENT shall promptly
notify CAPCO of such payment, shall hold any check, draft or money so received
in trust and for the benefit of CAPCO , and shall pay over such check or draft
in-kind, or money, to CAPCO promptly and without delay. All of CLIENT'S invoices
shall bear the address of A BANK LOCK BOX ACCEPTABLE TO CAPCO; as the "REMIT TO"
address, and CLIENT agrees that ALL remittances for payment on ALL Accounts
shall be made to the BANK LOCK BOX or other repository authorized in writing by
CAPCO.

PARAGRAPH 21 AS FOLLOWS:
CLIENT will not transfer, pledge, or give a security interest of the Assets sold
or Collateral granted to CAPCO to any other party.

IS REPLACED BY:

CLIENT will not transfer, pledge, or give a security interest of the Accounts
sold or Collateral granted to CAPCO to any other party.

PARAGRAPH 28 AS FOLLOWS
Funds advanced by CAPCO to CLIENT are subject to DAILY FEE OF CUPERTINO NATIONAL
BANK PRIME RATE + 5.000% /360 (EQUIVALENT TO A MONTHLY DISCOUNT FEE OF CUPERTINO
NATIONAL BANK PRIME RATE + 5.000% /12 ) PER CENT calculated on the daily balance
(as reported on the CLIENT Liability Detail Report) owing to CAPCO. This period
will usually be 1 calendar day except for weekends and or weeks where holidays
or other non-operating days prevent the fee from being taken on a daily basis.

IS REPLACED BY:

Funds advanced by CAPCO to CLIENT are subject to DAILY FEE OF CUPERTINO NATIONAL
BANK PRIME RATE + 5.000% /360 (EQUIVALENT TO A MONTHLY DISCOUNT FEE OF CUPERTINO
NATIONAL BANK PRIME RATE + 5.000% /12 ) PER CENT calculated on the daily balance
(as reported on the CLIENT Liability Detail Report) owing to CAPCO. This period
will usually be 1 calendar day except for weekends and or weeks where holidays
or other non-operating days prevent the fee from being taken on a daily basis.
No fee will accrue on balances of zero or balances less that zero.

DEFAULT:
PARAGRAPH 36 AS FOLLOWS:
H. If any unpaid judgment or tax lien exists against CLIENT;
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I. If CAPCO with reasonable cause and in good faith determines that it's
purchased asset or collateral is impaired for any reason whatsoever;
J. Terminating prior to end of initial term;
K. Any change in CLIENT'S place of business, name, legal entity, corporate
structure, record-keeping location, and/or as to any additional place of
business, or expiration of any special license(s), or transfer of assets, or
technology, to a third party, or proposed change in ownership in excess of
twenty five percent, (25%), of outstanding shares.

IS REPLACED BY:

H. If any unpaid judgment or tax lien exists against CLIENT, in excess of
$5,000, and not released within 5 working days thereof;
I. If CAPCO with reasonable cause and in good faith determines that it's
purchased asset or collateral is impaired for any reason whatsoever and the
issue is not resolved within 2 business days of notice from CAPCO;
J. Terminating prior to end of initial term with any amount still due to CAPCO
from Client;
K. Any change in CLIENT'S place of business, name, legal entity, corporate
structure, record-keeping location, and/or as to any additional place of
business, or proposed change in ownership in excess of fifty-one percent, (51%),
of outstanding shares.

REMEDIES AFTER DEFAULT:
PARAGRAPH 37 AS FOLLOWS:
K. CAPCO is authorized by CLIENT to receive, direct and forward, open, and
dispose of all mail addressed to CLIENT at any address used by CLIENT to receive
mail.

IS REPLACED BY:

K. CAPCO is authorized by CLIENT to receive, open, direct and forward, all mail
addressed to CLIENT at any address used by CLIENT to receive mail.

GENERAL:
PARAGRAPH 50 AS FOLLOWS:
50. ENTIRE AGREEMENT: This instrument contains the entire Agreement between the
parties. Any addendum or modification hereto will be signed by both parties and
attached hereto.

IS REPLACED BY:

50. ENTIRE AGREEMENT: This instrument and related documents contain the entire
Agreement between the parties. Any addendum or modification hereto will be
signed by both parties and attached hereto.













This amendment is effective and applicable to invoices purchased after February
12, 2003 All other terms, covenants and conditions will remain in effect and
unchanged.
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PACIFIC COAST TECHNOLOGIES, INC.

By:________________________________

Title:_____________________________


CAPCO FINANCIAL COMPANY, A
DIVISION OF CUPERTINO NATIONAL BANK

By:________________________________

Title:_____________________________

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