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UNIVERSAL POWER GROUP S-1/A Filing

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UNIVERSAL POWER GROUP  S-1/A Filing Powered By Docstoc
					                        As filed with the Securities and Exchange Commission on October 26, 2006

                                                                                                         Registration No. 333-137265




                                        UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                                 Washington, D.C. 20549



                                                    Amendment No. 2
                                                         to
                                                      FORM S-1
                                          REGISTRATION STATEMENT
                                                  UNDER
                                         THE SECURITIES ACT OF 1933



               UNIVERSAL POWER GROUP, INC.
                                      (Exact name of Registrant as specified in its charter)


             Texas                                       7389; 5063                                      75-1288690
 (State or Other Jurisdiction of                (Primary Standard Industrial                          (I.R.S. Employer
Incorporation or Organization)                  Classification Code Number)                          Identification No.)

                                                Universal Power Group, Inc.
                                                     1720 Hayden Road
                                                  Carrollton, Texas 75006
                                                       (469) 892-1122
                                                  (469) 892-1201 Facsimile
          (Address, including zip code, and telephone number, including area code, of Registrant’s executive offices)



                                                        Randy Hardin
                                                   Chief Executive Officer
                                               Universal Power Group, Inc.
                                                     1720 Hayden Road
                                                   Carrollton, Texas 75006
                                                        (469) 892-1122
                                                  (469) 892-1201 Facsimile
              (Name, address, including zip code, and telephone number, including area code, of agent for service)




                                     Please send copies of all communications to:
           Joel J. Goldschmidt, Esq.                                              Norman R. Miller, Esq.
       Morse, Zelnick, Rose & Lander LLP                                            Patton Boggs LLP
                405 Park Avenue                                                     2001 Ross Avenue
                   Suite 1401                                                           Suite 3000
          New York, New York 10022                                              Dallas, Texas 75201-8001
                           (212) 838-8269                                                            (214) 758-6630
                      (212) 838-9190 Facsimile                                                  (214) 758-1550 Facsimile



      Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement
becomes effective.


      If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the ―Securities Act‖), check the following box. 

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 
                                                       CALCULATION OF REGISTRATION FEE



                           Title of Each Class of                               Proposed Maximum Aggregate                 Amount of
                         Securities to be Registered                                Offering Proceeds (1)                Registration Fee
Common stock to be sold by the company                                            $     20,700,000.00 (2)                $     2,214.90
Common stock to be sold by the selling shareholder                                $     10,350,000.00 (2)                $     1,107.45
Representatives’ warrants                                                         $            100.00                    $          .01
Common stock underlying the representatives’ warrants (3)(4)                      $      3,105,000.00                    $       332.24
Total                                                                             $     34,155,100.00                    $     3,654.60
Amount previously paid                                                                                                   $     3,261.37
Balance                                                                                                                  $       393.23

(1)    Estimated solely for purposes of calculating the amount of the registration fee paid pursuant to Rule 457(o) under the Securities Act of
       1933, as amended (the ―Securities Act‖).


(2)    Includes shares issuable upon exercise of underwriters’ over-allotment option.


(3)    The Representatives’ warrants cover 10% of the shares sold in the offering (other than shares sold pursuant to the exercise of the
       over-allotment option) and the exercise price will be 120% of the initial public offering price.

(4)    Pursuant to Rule 416 under the Securities Act, there are also being registered hereby such additional indeterminate number of shares as
       may become issuable pursuant to the anti-dilution provisions of the warrants.



THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT
WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to
buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)



Dated October 26, 2006

                                                               3,000,000 Shares




                                             UNIVERSAL POWER GROUP, INC.

      This is our initial public offering. A total of 3,000,000 shares of common stock are being offered. We are offering 2,000,000 shares of
common stock and our corporate parent, Zunicom, Inc. (―Zunicom‖), is selling 1,000,000 shares of our common stock that it owns. We will not
receive any of the proceeds from the sale of shares by Zunicom. Immediately before this offering, Zunicom owned 100% of our outstanding
shares. Immediately after this offering, Zunicom owns 40% of our outstanding shares (without taking account any shares sold as a result of the
exercise of the underwriter’s over-allotment option described below).

      We anticipate that the initial public offering price of the shares will be in the range of $7.00 - $9.00 per share.

      No public market currently exists for our common stock. We have applied to list our common stock on the American Stock Exchange
under the symbol ―UPG.‖

      Investing in our shares involves significant risks. See “Risk Factors” beginning on page 9.

                                                                                      Underwriting             Proceeds to
                                                              Initial Public          Discounts and             Universal           Proceeds to
                                                              Offering Price          Commissions             Power Group            Zunicom

Per Share
Total


      We have also agreed to pay the underwriters of this offering, a non-accountable expense allowance equal to _____% of the aggregate
public offering price for the 3,000,000 shares offered under this prospectus and to sell to the underwriters warrants to purchase up to an
aggregate of 345,000 shares of common stock, at a price equal to $____ per share [120% of the initial public offering price per share].

      We and Zunicom have also granted the underwriters a 45-day option to purchase up to an additional 450,000 shares to cover
over-allotments. The first 300,000 shares sold on exercise of this option will be sold for our account and the next 150,000 shares will be sold
for Zunicom’s account.

       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of the disclosures in this prospectus. Any representation to the contrary is a
criminal offense.

      The underwriters expect to deliver shares to purchasers on or about ___________, 200_.
Ladenburg Thalmann & Co. Inc.                                             Wunderlich Securities, Inc.

                                The date of this prospectus is   , 2006
                                                            TABLE OF CONTENTS


                                                                                                                                            Page

Prospectus Summary                                                                                                                            3
Summary Financial Information                                                                                                                 7
Risk Factors                                                                                                                                  9
Special Note Regarding Forward-Looking Statements                                                                                            19
Use of Proceeds                                                                                                                              20
Dividend Policy                                                                                                                              21
Capitalization                                                                                                                               22
Dilution                                                                                                                                     23
Selected Financial Data                                                                                                                      25
Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                        27
Business                                                                                                                                     37
Management                                                                                                                                   49
Certain Relationships and Related Party Transactions                                                                                         56
Principal and Selling Shareholders                                                                                                           57
Description of Securities                                                                                                                    58
Shares Eligible for Future Sales                                                                                                             60
Underwriting                                                                                                                                 61
Legal Matters                                                                                                                                63
Experts                                                                                                                                      63
Where You Can Find More Information                                                                                                          63
Index to Financial Statements                                                                                                               F-1
Report of Independent Registered Public Accounting Firm                                                                                     S-1
Valuation and Qualifying Accounts                                                                                                           S-2

      You may rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Under no
circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication that the
information contained in this prospectus is correct as of any time after the date of this prospectus. Neither we nor the underwriters are making
an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

       Until _________, 200_ (25 days after the date of this prospectus), all dealers that buy, sell or trade these securities, whether or not
participating in the offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or subscriptions.



     We own U.S. rights to a number of trademarks, trade names, service marks and service names that we use, some of which are registered.
These marks and names include the following: UB Scootin ® , Adventure Power ® , Batteries & Beyond™, Charge N’ Start™, UNILOK™, Let
Us Power You™ and UPG™.
                                                       PROSPECTUS SUMMARY


       This summary highlights key aspects of the information contained elsewhere in this prospectus. This summary does not contain all
of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including
the financial statements and the notes to the financial statements included elsewhere in this prospectus. Unless otherwise indicated, the
information contained in this prospectus assumes that the underwriters do not exercise their over-allotment option and does not take into
account the issuance of any common stock upon exercise of warrants or stock options. Unless otherwise noted, no adjustments have been
made to give effect to a 6.07404258-for-1 forward stock split that was effected on October 25, 2006. All references in this prospectus to
“Universal Power Group,” “UPG,” “us,” “we,” and “our” refer to Universal Power Group, Inc. and its predecessors, unless the
context otherwise indicates.

Overview

      We are (i) a third-party logistics company specializing in supply chain management and value-added services and (ii) a leading
supplier and distributor of portable power supply products, such as batteries, security system components and related products and
accessories. Our principal product lines include:


       •      batteries of a wide variety of chemistries, battery chargers and related accessories;


       •      portable battery-powered products, such as jump starters and 12-volt power accessories;


       •      security system components, such as alarm panels, perimeter access controls, horns, sirens, speakers, transformers, cabling
              and other components; and

       •      electro-magnetic devices, capacitors, relays and passive electronic components.

      We ensure that all the products that we sell, which are required to have safety approvals, are certified by the appropriate agency,
such as Underwriters Laboratories (UL), Underwriters Laboratories Canada (CUL), Canadian Standards Associates (CSA), Community
Europa (CE) and Technischer Uberwachungs Verein (TUV).

       Our supply chain management services include inventory sourcing, procurement, warehousing, distribution and fulfillment. Our
value-added services include custom battery pack assembly, custom kitting and packing, private labeling, product design and engineering,
graphic design and used battery pick-up and disposal. These services enable our customers to operate more efficiently and enhance their
business by providing them with cost savings through effective sourcing, reducing inventory maintenance levels and streamlining
distribution and order fulfillment. In addition, we also source and distribute batteries and portable power products under various
manufacturers’ and private labels, as well as under our own proprietary brands, UPG™, Adventure Power ® , UB Scootin ® , Batteries &
Beyond™, Charge N’ Start™ and UNILOK™. We believe that we have one of the largest inventories of batteries in the United States and
are one of the leading domestic distributors of sealed, or ―maintenance-free,‖ lead-acid batteries.

       Our customers include original equipment manufacturers (―OEMs‖), distributors and retailers, both on-line and traditional. The
products we manage and distribute are used in a diverse and growing range of industries, including automotive, marine, recreational
vehicles, medical devices and instrumentation, consumer goods, electronics and appliances, marine and medical applications, computer
and computer-related products, office and home office equipment, security and surveillance equipment, and telecommunications
equipment and other portable communication devices. Our largest customer is Brink’s Home Security (―Brinks‖), one of the largest
installers of security systems in the United States. We function as one of Brinks’ principal supply chain managers and inventory
fulfillment providers in the United States and Canada, handling and delivering to its branches and authorized dealers, many of the
installation components and tooling required by their security system installers.

      In each of the last nine years we have achieved double digit growth in net sales. Over that nine-year period, our compound annual
growth rate in net sales was 32.86%. Similarly, our income before taxes has grown in four of the last five years. Over that five-year
period, our compound annual growth rate in income before taxes was

                                                                      3
18.26%. For 2005, our net sales were $81.3 million, and our income before taxes was $1.9 million. For the six months ended June 30,
2006, our net sales were $44.2 million, and our income before taxes was $1.2 million.

Competitive Advantages

       We believe that we are well-positioned to continue to provide cost-effective and efficient solutions to address the demands of the
market place for third-party logistics services, particularly supply chain management and value-added services, and to continue to grow as
a leading supplier and distributor of batteries and other portable power supply products. We further believe that our primary competitive
advantages include the following:


       •      Well-established sourcing contacts . We have long-standing relationships with manufacturers in the Pacific Rim,
              principally in China. We were also one of the first authorized distributors of Panasonic batteries in the United States.

       •      Key customer relationships . Over the last two years we have had over 2,900 customers, including sole proprietors, small
              businesses, as well as many large, well-known national, regional and local distributors and retailers. Our customers include
              Brinks, RadioShack, Bass Pro Shops, Cabela’s, Pride Mobility, The Scooter Store, Protection One, Home Depot Supply,
              the U.S. Navy, and GE Security.


       •      Extensive inventory permits prompt response to customer needs . We stock a broad range of products according to our
              customers’ and seasonal needs. We had $19.1 million of inventory at December 31, 2005 and $17.0 million of inventory at
              June 30, 2006. Of these amounts, $8.3 million and $9.7 million, respectively, represented inventory held to fulfill our
              obligations to Brinks. The remaining inventory consists of commonly sold products dedicated to our entire customer base.
              We regularly carry over 75 classes of products, reflecting over 2,200 SKUs. We believe that we carry one of the largest
              inventories of sealed lead acid batteries. As a result, we are able to ship virtually anywhere in the United States within
              24-48 hours of receipt of a purchase order.


       •      National distribution . Our primary logistics center and warehouse facility is located in Carrollton, Texas, part of the
              Dallas metroplex area. We also have regional logistics centers and retail outlets in Oklahoma City, Oklahoma and Las
              Vegas, Nevada.

       •      Value-added services . We offer an array of value-added services not commonly provided by other third-party logistics
              companies. These services include inventory sourcing, procurement and management, custom kitting and assembly,
              product development, private labeling, and coordinating customers with licensed, EPA approved handlers for their battery
              recycling needs. Also, we were one of the first authorized Panasonic modification centers in the United States.

       •      Broad industry experience; experienced management and support professionals . We have been in business for almost 40
              years and have extensive knowledge of our markets and products. Our chief executive officer, Randy Hardin, has been in
              the battery distribution business for over 20 years. We also have a dedicated and experienced management team coupled
              with an excellent support staff.

       •      Reputation for quality . Since our inception, we have built a reputation based on the quality of our products, the timeliness
              of our deliveries, and our responsiveness to customer demands. We believe that our commitment to customer satisfaction
              and our sourcing expertise have earned us a reputation as a premier supplier of batteries and other portable power products
              and related accessories. We have had ISO 9001:2000 certification since October 2003. In addition, we ensure that we
              obtain safety approvals on our products where required by one or more of the following agencies: UL, CUL, CSA, CE and
              TUV.

Growth Strategy

     Our goals are to become (i) a leading provider of supply chain management, value-added and other logistics solutions to
commercial, industrial and retail markets, and (ii) a leading supplier and distributor of portable power products, to meet increasing
consumer needs for accessibility, portability and mobility. To attain these goals, we plan to execute on the following strategies:

                                                                     4
      •      Expand our third-party logistics and value-added services . With our third-party logistics and supply chain expertise and
             our array of value-added services, we are identifying and aggressively pursuing new markets and new customers. We are
             marketing our third-party logistics and supply chain solutions to other markets, such as housewares, office supplies and
             toys. We plan to open new regional logistics centers in geographic areas where we have existing customer concentration. In
             connection with these new logistics centers, we will also add a fleet of delivery trucks to service customers in those areas,
             which could increase our visibility in the area, provide better service to our customers, and reduce our costs. In addition,
             each of these new logistics centers will include our branded retail outlet, ―Batteries & Beyond™.‖ We believe that these
             retail operations can generate higher profit margins than either of our existing businesses.


      •      Enhance our information technology capabilities . We provide a customized web portal interface for Brinks that allows it
             to easily place orders online with access to and management of its fulfillment needs. We plan to develop similar systems
             for our other customers based on their particular needs. In addition, we have begun to develop a warehouse management
             system that will enable us to improve overall supply chain workflow and efficiency, provide greater visibility throughout
             the supply chain process, provide real-time data and effective decision-making capabilities.

      •      Expand into new markets and increase product offerings . Currently, our business focuses on portable power supply
             products and related products and accessories, such as batteries of a variety of chemistries, battery chargers and jump
             starters. We intend to expand into new markets for our existing products and expand our product lines. For example,
             through our sealed lead acid battery distribution, we have expanded to serve the medical scooter, jet-ski, motorcycle,
             hunting and marine markets. We also plan to expand our product lines to include a more comprehensive offering of: (i)
             consumer batteries and chargers for electronic devices, such as cell phones, laptops, camcorders, digital cameras and toys;
             (ii) sealed lead acid batteries for consumer, industrial, and customized applications; (iii) battery-powered and related
             consumer goods, such as battery chargers and maintainers, jumpstarters, portable power tools and accessories; (iv)
             security-related, access-control products; and (v) other new products.


      •      Development of proprietary products . We intend to develop other proprietary products synergistic to our business, to build
             added value and offerings to our customers. For example, we have a pending patent application on a battery cross-reference
             kiosk concept.

      •      Vertical integration . We believe that to remain competitive we must add manufacturing capability. We believe that this
             will enable us to accelerate our growth, reduce our costs, and protect and/or defend our position in the market.

      •      Expand into e-commerce operations . We plan to develop an online retail presence and enhance our e-commerce
             capabilities. We have rights to the domain names www.batteriesandbeyond.com , www.batteriesnbeyond.com and
             www.batteriesbeyond.com .

      •      Global expansion . We have a number of customers located in the United Kingdom, Australia, Ireland and Canada. Part of
             our growth strategy is to further develop new accounts in Europe and Latin America and to establish logistics centers in
             strategic global locations to service these accounts.

Corporate History and Information


       We were organized in July 1968 under the laws of Texas as Computer Components Corporation. In January 2003 we changed our
name to Universal Battery Corporation, and in May 2003 we changed our name to Universal Power Group, Inc. Our principal executive
office is located at 1720 Hayden Road, Carrollton, Texas 75006, and our telephone number is (469) 892-1122. Our web address is
www.upgi.com . None of the information on our website is part of this prospectus.

      Currently, all of our stock is owned by Zunicom, a Texas corporation, whose stock is traded on the OTC Bulletin Board under the
symbol ―ZNCM.OB.‖ Zunicom also owns all of the issued and outstanding stock of AlphaNet Hospitality Systems, Inc. (―AlphaNet‖), a
company that develops and provides wireless connectivity, communication, and productivity systems to the hospitality industry and
business travelers. Once this offering is

                                                                   5
completed, Zunicom’s ownership interest in us will be 40% (34.9% if the over-allotment option is exercised in full). We also have three
inactive wholly owned subsidiaries, two of which are incorporated in Texas and one of which is incorporated in Nevada.


                                                                The Offering


Common stock offered by us                           2,000,000 shares

Common stock offered by Zunicom                      1,000,000 shares

Common stock to be outstanding after this
 offering                                            5,000,000 shares


Proposed American Stock Exchange symbol              UPG

Use of proceeds                                      Working capital to expand our logistics and value-added services, build new logistics
                                                     centers and retail outlets, fund expanded sales and marketing activities, investment in
                                                     information technology, develop new products and acquire manufacturing
                                                     capabilities.


Risk factors                                         Investing in our securities involves a high degree of risk. As an investor, you should
                                                     be able to bear the loss of your entire investment. You should carefully consider the
                                                     information set forth in the Risk Factors section beginning on page 9 of this
                                                     prospectus in evaluating an investment in our securities.


     The number of shares outstanding immediately after this offering does not take into account any shares underlying the (i)
underwriters’ over-allotment option, (ii) the warrants that we will issue to the representatives as part of their compensation and (iii) the
2006 Stock Option Plan.

                                                                       6
                                                  SUMMARY FINANCIAL INFORMATION
                                                (in thousands, except share and per share data)


Statement of operations data:
                                                                  Years ended December 31,                                Six months ended June 30,

                                                   2003                      2004                      2005               2005                  2006

                                                                          (audited)                                               (unaudited)
Net sales                                   $         58,670          $          67,160          $       81,275       $     37,849        $           44,245
Gross profit                                $          9,105          $           8,804          $       10,315       $      4,758        $            6,199
Operating expenses                          $          7,191          $           7,568          $        7,888       $      3,757        $            4,566
Operating income                            $          1,914          $           1,236          $        2,426       $      1,001        $            1,633
Income before provision for income
  taxes                                     $             1,603       $               745        $            1,948   $          782      $            1,239
Net income                                  $               919       $               398        $            1,134   $          448      $              714
Net income per share – basic and
  diluted                                   $              1.86       $               0.81       $             2.30   $          0.91     $             1.45
Weighted average number of shares
  outstanding – basic and diluted                    493,905                  493,905                   493,905            493,905                493,905

Pro forma information (unaudited):

      The unaudited pro forma financial data is set forth below for informational purposes only and is not indicative of actual results that
would have been achieved had the events described below occurred on the dates or for the periods indicated, nor is such unaudited pro
forma financial data necessarily indicative of the results to be expected for the full year or any future period. The unaudited pro forma
financial data does not purport to predict results of operations, cash flows or other data as of any future dates or for any future period. The
pro forma adjustments are based on estimates and currently available information and assumptions that we believe are reasonable. A
number of factors may affect our results. See ―Risk Factors‖ and ―Forward-Looking Statements.‖ The unaudited pro forma financial data
should be read in conjunction with ―Management’s Discussion and Analysis of Financial Condition and Results of Operations‖ and our
audited financial statements and notes appearing elsewhere in this prospectus.

Pro forma statement of operations data:

                                                                                       Year ended December 31, 2005       Six months ended June 30, 2006

Net sales                                                                                    $          81,275                   $         44,245
Gross profit                                                                                 $          10,315                   $          6,199
Operating expenses                                                                           $           7,631                   $          4,466
Operating income                                                                             $           2,684                   $          1,733
Income before provision for income taxes                                                     $           2,205                   $          1,339
Net income                                                                                   $           1,304                   $            780
Net income per share – basic and diluted                                                     $            0.43                   $           0.26
Weighted average number of shares outstanding – basic and diluted                                    3,000,000                          3,000,000

      Pro forma information reflects the following adjustments to our historical financial data:



       •      A forward stock split of 6.07404258-for-1 that was effected on October 25, 2006, converting the 493,905 shares of
              common stock previously outstanding into 3,000,000 shares.

       •      An increase in operating expenses of approximately $223,000 for the year ended December 31, 2005 and $140,000 for the
              six months ended June 30, 2006. These increases reflect costs that were incurred by Zunicom on our behalf, including
              wages, approximately $138,000 for 2005 and $69,000 for the first six months of 2006, and related payroll taxes,
              approximately $16,000 for 2005 and $10,000 for the first six months of 2006, and audit fees, approximately $69,000 for
              2005 and $61,000 for the first six months of

                                                                             7
              2006. The wages and related payroll taxes were paid to or in connection with four individuals who were employed by both
              Zunicom and us. As of the date of this prospectus, these four individuals are no longer employed by Zunicom and the
              adjustment represents the actual salaries we will pay them after the date of this prospectus and are derived from the salaries
              historically incurred by Zunicom. The additional audit fee is based on an estimate provided by our independent accountants
              for their services. All of these costs are expected to have a continuing impact on our future operations. The monthly
              management fee that we paid to Zunicom was intended to reimburse Zunicom for these costs.

       •      A decrease in management fees of $480,000 for the year ended December 31, 2005 and $240,000 for the six months ended
              June 30, 2006, reflecting all management fees paid or accrued to Zunicom during those periods. This fee was paid to
              Zunicom in lieu of separate allocations for the above mentioned costs. As of the date of this prospectus, the management
              fee will no longer be payable to Zunicom. The elimination of the management fee will have a continuing impact on our
              future operations.

       •      An increase in the provision for income taxes of approximately $87,000 for the year ended December 31, 2005 and $34,000
              for the six months ended June 30, 2006 attributable to the changes in general and administrative expenses described above.

Pro forma balance sheet data:

                                                                                                          June 30, 2006

                                                                                                                                             Pro forma
                                                                             Actual              Adjustments              Pro forma          as adjusted

Current assets                                                           $     28,492        $          (177 )        $       28,315     $       42,215
Working capital                                                          $      4,118        $         3,131          $        7,249     $       21,149
Total assets                                                             $     28,995        $          (177 )        $       28,818     $       42,718
Total liabilities                                                        $     24,646        $         1,523          $       26,169     $       26,169
Shareholders’ equity                                                     $      4,350        $        (1,700 )        $        2,650     $       16,550

      Pro forma information in the table above reflects (i) the elimination of a $177,000 current receivable due from AlphaNet which will
be assigned to Zunicom as partial payment of a current payable to Zunicom, (ii) a $300,000 reduction in the payable to Zunicom, (iii) the
conversion of $2,831,249 of short-term indebtedness owed to Zunicom to a long-term liability and (iv) an estimated $2 million dividend
that will be declared immediately before this offering is effective and that will be evidenced by a note payable over the four-year period
beginning one year and one day after the date of this prospectus. The note is prepayable out of the net proceeds we realize from the sale of
the shares covered by the over-allotment option. The exact amount of this dividend will be determined immediately before the date of this
prospectus.

      Pro forma as adjusted information in the table above also takes into account the estimated net proceeds of this offering.

                                                                                                                 December 31, 2005

                                                                                                 Actual               Adjustments            Pro forma

Current assets                                                                           $          28,721        $             (121 )   $       28,600
Working capital                                                                          $           4,014        $               —      $        4,014
Total assets                                                                             $          29,252        $             (121 )   $       29,131
Total liabilities                                                                        $          24,707        $               —      $       24,707
Shareholders’ equity                                                                     $           4,256        $               —      $        4,256

      Pro forma information in the table above reflects the elimination of the current receivable due from AlphaNet of $121,000, which
will be assigned to Zunicom as partial payment of a current payable to Zunicom.

                                                                     8
                                                                  RISK FACTORS

      This offering and an investment in our securities involves a high degree of risk. You should carefully consider the risks described below
and the other information in this prospectus, including our financial statements and the notes to those statements, before you purchase our
common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently
known to us, or that we currently deem immaterial, could negatively impact our business, results of operations or financial condition in the
future. If any of the following risks and uncertainties develops into actual events, our business, results of operations or financial condition
could be adversely affected. In those cases, the trading price of our securities could decline, and you may lose all or part of your investment.

                                                          Risks Relating to Our Business

       A significant portion of our annual revenue is derived from a single customer. If this customer were to terminate its relationship
with us or even reduce its level of business with us our operating results would suffer.


        For the years ended December 31, 2005, 2004 and 2003, one customer, Brinks, accounted for 56%, 51% and 50% of our net sales,
respectively. At June 30, 2006 our Brinks receivable was $4.4 million, representing approximately 44% of our total accounts receivable as of
that date, none of which was more than 30 days old as of that date. At any one time, we may carry as much as $10.0 million of inventory to
fulfill our obligations to Brinks. Some of those items are proprietary to Brinks. If Brinks were to fail to purchase these items from us, we may
not be able to find other buyers for these products. In addition, our agreement with Brinks will expire in May 2007, but may be terminated by
Brinks earlier by giving us 120 days prior written notice. If this agreement is not renewed or if Brinks were to significantly reduce the level of
business it does with us, our revenues and profitability would be adversely impacted. We cannot assure you that we will be able to extend our
agreement with Brinks or, if we can, what the terms of that agreement will be. In addition, any adverse developments in Brinks’ business could
have an adverse impact on our financial condition. The market price of our stock may be adversely affected because of this customer
concentration.

       We depend on a limited number of suppliers and do not have written agreements with any of them. Any disruption in our ability to
purchase products from them or any drastic changes in the prices we pay for our products could adversely affect our gross margins and
profitability, which could have an adverse impact on our operating results.

        All of our products are manufactured and assembled by third-party manufacturers, many of which are located in the Pacific Rim region,
principally China. We depend on these third-party manufacturers to supply us with quality products in a timely and efficient manner. If they
fail to do so, we may have to find other sources to meet our inventory needs. This could result in increased costs which we may not be able to
pass on to our customers, lost sales opportunities, and/or a decrease in customer satisfaction, which could damage our reputation.


       Our largest supplier is Honeywell Security and Custom Electronics (―HS&CE‖), formerly known as Ademco, a division of Honeywell
International, Inc., and the source of most of the Brinks inventory. In each of 2005 and 2004, we purchased 44% of our inventory from
HS&CE. We do not have a written agreement with HS&CE, although Brinks does. Our second largest supplier is Zhongshan Hengli Electrical
Appliance Factory (―Hengli‖), which is based in the Guangdong province, People’s Republic of China. Hengli accounted for 22% and 19% of
our inventory purchases in 2005 and 2004, respectively, and 80% of all of our battery purchases in 2005. We continue to rely on Hengli as our
principal source for batteries because of price, the quality of its products, its ability to satisfy our need for a broad range of battery chemistries
and its timely deliveries. We believe that we get competitive pricing from Hengli because of the volume of our purchases. If our relationship
with Hengli was to terminate for any reason, we may have to source our purchases with multiple factories. This could have an adverse impact
on the price we pay for batteries and other products that we carry and may also adversely impact other factors such as the quality of our
products and the timeliness of our shipments. This could then adversely impact our ability to meet customer expectations and damage our
reputation.

                                                                           9
      Any disruption in our ability to move our goods from the manufacturers to our logistics centers or from our logistics centers to our
customers could result in lost business.

       Other than those we purchase for Brinks, substantially all of our products are manufactured outside the United States, and most of our
products are then shipped from one of our logistics centers to our customers. As a result, we depend on third parties, principally shippers and
shipping brokers, freight forwarders, and customs brokers, to facilitate our transportation needs. Transportation delays or interruptions, such as
those caused by labor strikes, natural disasters, terrorism, inspection delays, import restrictions, bad weather, or acts of war, could impede our
ability to timely deliver our products to our customers. These delays could damage our reputation and materially and adversely affect our
operations and financial condition. Also, these interruptions could increase our costs, if, for example, we were forced to ship our products via
air rather than ocean freight or if insurance costs were to increase significantly as a result of terrorism or acts of war.


       We depend on foreign manufacturers, which exposes us to various financial, political and economic risks.

       For the years ended December 31, 2005 and 2004, we purchased approximately 30% and 39%, respectively, of our products through
foreign sources, predominantly in China and other Pacific Rim countries. In some instances, particularly when we are dealing with a new
supplier, we are required to finance a portion of the tooling cost and raw material purchases that the factory will incur to meet our requirements.
Sometimes our customer will offset our exposure by paying us an upfront fee. However, this is not always the case and we are often at risk if
the factory cannot deliver the goods to us. As a result, our ability to sell certain products at competitive prices could be adversely affected by
any of the following:


       •       increases in tariffs or duties;

       •       changes in trade treaties;

       •       strikes or delays in air or sea transportation;

       •       future United States legislation with respect to pricing and/or import quotas on products imported from foreign countries;

       •       changes in local laws and regulations;

       •       wars, hostilities or other military activity;

       •       expropriation of private enterprises;

       •       currency limitations including restrictions on repatriation or transfer of funds; and

       •       turbulence in offshore economies or financial markets.

      Our ability to be competitive with respect to sales of imported components could also be affected by other governmental actions and
policy changes, including anti-dumping and international antitrust legislation.

      Currency fluctuations could have a negative impact on financial performance, which may result in the loss of all or a portion of your
investment in us.

      Although all of our transactions are recorded in U.S. dollars, adverse currency fluctuations could make components manufactured abroad
more expensive, cause shortages due to unfavorable export conditions or cause our foreign suppliers to limit exports to the United States.
Significant changes in the value of the Chinese Renminbi in relation to the U.S. dollar could increase the cost of goods and raw materials for
Chinese manufacturers, which they would then look to incorporate into the price of goods that we purchase from them. As a result, we cannot
assure you that currency fluctuations will not have a material adverse effect on our operating results in the future.

       Our industry is cyclical, which causes our operating results to fluctuate significantly.

      Many of the products that rely on portable power supply units and related products and accessories that we sell constitute discretionary
purchases. Consumer spending is unpredictable and is affected by many factors, including interest rates, consumer confidence levels, tax rates,
employment levels and prospects, and general

                                                                         10
economic conditions. As a result, a recession in the general economy or other conditions affecting disposable consumer income and retail sales
would likely reduce our sales.


       We cannot predict the timing or the severity of the cycles within our industry. In particular, it is difficult to predict how long and to what
levels any industry upturn or downturn and/or general economic weakness will last or will be exacerbated by terrorism or war or other factors
on our industry. The electronic components distribution industry has historically been affected by general economic downturns. These
economic downturns have often had an adverse economic effect upon manufacturers, end-users of electronic components and electronic
components distributors. Our industry also directly depends on the continued growth of the electronic components industry and indirectly on
end-user demand for our customers’ products. The timing of new product developments, the life-cycle of existing electronic products, and the
level of acceptance and growth of new products can also affect demand for electronic components. Due to changing conditions, our customers
have experienced, and may in the future experience, periods of inventory corrections which could have a significant negative impact on our
results. We have supported in the past and expect in the future to support new technologies and emerging markets. If these new technologies
and emerging markets fail to be accepted or grow, our operating results could suffer significantly. Our operating results have significantly
fluctuated in the past, and will likely fluctuate in the future, because of these market changes and factors.

      Our industry is susceptible to supply shortages and price volatility. Any delay or inability to obtain components or a significant
increase in the price of components may have an adverse effect on our operating results.

       The electronics industry, in general, has been susceptible to supply shortages and price volatility. In part, these conditions are attributable
to the price of lead and copper, the two principal raw materials used to manufacture electronic components, and the price of oil, which impacts
both manufacturing costs and shipping costs. Over the past few years, prices for lead and copper have increased significantly. In the last 10
years, the price of oil has increased 260%, from approximately $20 per barrel to over $70 per barrel. These price increases could lead to supply
shortages as manufacturers hold up or delay production in the hope that prices will come down or because they do not have the capital to
continue purchasing raw materials at the same level. These shortages could adversely impact our ability to satisfy customer demands, impairing
not only our financial performance but jeopardizing our ongoing relationships with our customers. In addition, it is not always possible to pass
along these price increases to our customers, which would have an unfavorable impact on our gross margins and overall profitability. On the
other hand, as a result of price decreases, which are also possible when dealing with commodity-based products, we may experience periods
when our investment in inventory exceeds the market price of such products. This could have a negative impact on our sales and gross profit.

       Our business model assumes that distributors will continue to play a significant role in the electronics industry, as a traditional
distributor, as a logistics provider or as both. A reversal of the trend for distributors to play an increasing role in the electronic components
industry could adversely affect our business.

      Traditionally, distributors have played an important role in the electronics industry serving as the bridge between the component
manufacturers and OEMs, wholesalers and retailers. In recent years, there has been a growing trend for OEMs and contract electronics
manufacturers to outsource their procurement, inventory and materials management processes to third parties, particularly electronic
component distributors. We believe this trend has contributed and will continue to contribute to our growth. However, as a result of the Internet
and other recent developments contributing to the ―global economy,‖ OEMs and retailers have the opportunity to contract directly with the
component manufacturers, bypassing the distributors. If that direct contact becomes a trend, our sales would be materially adversely affected.

       Competition in our industry is intense, which creates significant pricing pressures on our products and services. If we cannot compete
effectively, our gross margins and profitability would be adversely impacted, which could have an adverse impact on the market price of our
stock.


      We compete with numerous, well-established companies, many, if not most of which are larger and have greater capital and management
resources than we do. Our principal competitors include other logistics companies, shippers, such as UPS Supply Chain, FedEx and DHL who
also provide supply chain management services, and battery distributors, such as Interstate Batteries, MK Battery and Dantona, as well as
companies like

                                                                         11
us that are both logistics providers and distributors. In addition, we are increasingly finding that manufacturers, particularly foreign
manufacturers, are competing against us. We compete primarily on the basis of price, inventory availability, scope of services, quality of
products and services, delivery time and customer relationships. We expect competition to intensify in the future. To the extent our competitors
have superior financial resources, they may be better able to withstand price competition and can even implement extensive promotional
programs. They may also be able to offer a broader range of services.

       Our ability to remain competitive will largely depend on our ability to continue to source the products we sell at competitive prices,
control costs and anticipate and respond to various trends affecting the industry. These factors include new product introductions and pricing
strategies, changes in customer preferences and requirements, consumer trends, demographic trends and international, national, regional and
local economic conditions. New competitors or competitors’ price reductions or increased spending on marketing and product development, as
well as any increases in the price of raw materials that our suppliers pass on would have a negative impact on our financial condition and our
competitive position, as larger competitors will be in a better position to bear these costs and price increases. We cannot assure you that we will
be able to compete successfully against existing companies or ones that will enter our market in the future.


     Our revolving credit agreement with Compass Bank contains restrictive covenants that could impede our growth and our ability to
compete.

      Our working capital requirements are significant. To fund our operations we rely on cash flow from operations and a $16.0 million
working capital revolving credit facility. At December 31, 2005, the outstanding balance on the credit line was $9.3 million and at June 30,
2006 the outstanding balance was $12.7 million. In addition, at those dates our total liabilities, including accounts payable, was $25.0 million
and $24.6 million, respectively. The credit facility restricts us in many ways and these restrictions as well as the amount of the debt we carry at
any one time may have an adverse impact on the price of our stock.


      First, the indebtedness under the credit facility is secured by all of our assets, including inventory and receivables. If we were to breach
any of the terms of our agreement with the bank and the bank were to exercise its right to declare a default and a court of competent jurisdiction
were to determine that we are in default, the bank could foreclose on its security interests. Any foreclosure action could cause us to seek
protection under the federal bankruptcy code which, in turn, would have a material adverse effect on our ability to operate at a level required to
maintain or achieve profitability, which, in turn, could adversely impact the price of our stock and your investment.

       Second, the indebtedness due under the facility matures in April 2007. We have not entered into any discussions with the bank about
extending the facility nor have we entered into discussions with any other financial institution regarding replacing the facility. We cannot
assure you that we will be able to extend the facility with the bank or enter into an agreement with another financial institution to replace the
existing credit facility nor do we know what the terms would be of any such new facility. If we cannot extend the facility or replace it, we will
have to look for other ways to repay the debt, which may include selling assets. This could have an adverse affect on our operations.


      Third, the credit agreement contains numerous negative covenants, such as restricting our ability to incur additional indebtedness, incur
capital expenditures in excess of $100,000, and undertake any other financing transaction without the bank’s consent or prohibiting us from
buying another business or assets having a purchase price in excess of $50,000 without the bank’s consent. For the year ended December 31,
2005 our capital expenditures totaled approximately $186,000, exceeding the allowable limit of $100,000, resulting in a default under our loan
agreement. While the bank waived that default, we cannot assure that it will be willing to waive any other defaults in the future. The
consequences of these restrictions may include one or more of the following:


       •       increasing our vulnerability to general adverse economic and industry conditions;

       •       limiting our ability to obtain additional financing;

       •       requiring that a substantial portion of our cash flows from operations be applied to pay principal and interest on our
               indebtedness and lease payments under our leases, thereby reducing cash flows available for other purposes;

                                                                        12
       •       limiting our flexibility in planning for or reacting to changes in our business and the industry in which we compete; and

       •       placing us at a possible competitive disadvantage compared to competitors with less leverage or better access to capital
               resources.

      Fourth, the agreement requires us to maintain various financial ratios and satisfy various other financial and operating requirements and
conditions, including a borrowing base computation. These ratios and the borrowing base computation limit our ability to draw on the facility.
Also, failure to satisfy these ratios, requirements and conditions could result in a breach of the loan covenants, giving the bank the right to
declare a default and commence proceedings to collect the debt. Our ability to satisfy these ratios, requirements and conditions may be affected
by events that are beyond our control. These ratios, requirements and conditions together with the negative covenants may restrict or limit our
operating flexibility, limit our flexibility in planning for and reacting to changes in our business and make us more vulnerable to economic
downturns and competitive pressures.

       Fifth, our ratio of total liabilities to total market capitalization may exceed that of other companies in our industry. As a result, an
investment in us could be perceived by the market as more risky than an investment in our competitors, which may have an adverse impact on
the price of our stock. In addition, the total amount of our debt makes us particularly susceptible to changes in general economic conditions or
even adverse changes in the financial condition in one or more of our significant customers. To meet our operating and debt service
requirements, which are significant, we must take steps to assure that our existing customer base is comprised of businesses having financial
resources sufficient to assure timely payment for our product shipments and that we identify creditworthy potential customers.

       Finally, a portion of the borrowings under our credit facility are and will continue to be at a variable rate based upon prevailing interest
rates, which exposes us to risk of increased interest rates.

       Disruption in our logistics centers may prevent us from meeting customer demand and our sales and profitability may suffer as a
result.

       We manage our product distribution in the continental United States through our operations in Carrollton, Texas, and two regional
logistics centers, one in Oklahoma City and the other in Las Vegas. A serious disruption, such as earthquakes, tornados, floods, or fires, at any
of our logistics centers could damage our inventory and could materially impair our ability to distribute our products to customers in a timely
manner or at a reasonable cost. We could incur significantly higher costs and experience longer lead times associated with distributing our
products to our customers during the time that it takes for us to reopen or replace a distribution center. As a result, any such disruption could
have a material adverse effect on our business.

      As part of our long-term growth strategy, we may undertake strategic acquisitions. If we are unable to address the risks associated
with these acquisitions our business operations may be disrupted and our financial performance may be impaired.

       Our long-term growth strategy includes building or acquiring a manufacturing facility. We also will consider acquiring other logistics
companies or distributors if we believe such an acquisition would expand or complement our existing business. In pursuing acquisition
opportunities, we may compete with other companies having similar growth and investment strategies. Competition for these acquisition
targets could also result in increased acquisition costs and a diminished pool of businesses, technologies, services or products available for
acquisition. Our long-term growth strategy could be impeded if we fail to identify and acquire promising candidates on terms acceptable to us.
Assimilating acquired businesses involves a number of other risks, including, but not limited to:


       •       disrupting our business;

       •       incurring additional expense associated with a write-off of all or a portion of the related goodwill and other intangible assets due
               to changes in market conditions or the economy in the markets in which we compete or because acquisitions are not providing
               the expected benefits;

       •       incurring unanticipated costs or unknown liabilities;

       •       managing more geographically-dispersed operations;

                                                                         13
       •       diverting management’s resources from other business concerns;

       •       retaining the employees of the acquired businesses;

       •       maintaining existing customer relationships of acquired companies;

       •       assimilating the operations and personnel of the acquired businesses; and

       •       maintaining uniform standards, controls, procedures and policies.

      For all these reasons, our pursuit of an overall acquisition or any individual acquisition could have a material adverse effect on our
business, financial condition and results of operations. If we are unable to successfully address any of these risks, our business could be
harmed.

      Rapid growth in our business could strain our managerial, operational, financial, accounting and information systems, customer
service staff and office resources. If we fail to manage our growth effectively, our business may be negatively impacted.

       In order to achieve our growth strategy, we will need to expand all aspects of our business, including our computer systems and related
infrastructure, customer service capabilities and sales and marketing efforts. We cannot assure you that our infrastructure, technical staff and
technical resources will adequately accommodate or facilitate our expanded operations. To be successful, we will need to continually improve
our financial and managerial controls, billing systems, reporting systems and procedures, and we will also need to continue to expand, train and
manage our workforce. In addition, as we offer new products and services, we will need to increase the size and expand the training of our
customer service staff to ensure that they can adequately respond to customer inquiries. If we fail to adequately train our customer service staff
and provide staffing sufficient to support our new products and services, we may lose customers.

       Our success to date and our future success depend on our senior executives and other key personnel. If we lose the services of any of
these individuals, our business will suffer.

      We depend substantially on the efforts and abilities of our senior executives. The loss or interruption of the full-time service of one or
more of these executives could materially and adversely affect our business and operations. Even though we have employment agreements with
these executives we cannot assure you that they will continue to work for us. If we were to lose the services of any of our senior executives and
we were not able to replace them quickly and with people of comparable skills, our operations would be adversely impacted.

      If we become subject to product returns or product liability claims resulting from defects in our products, we may face an increase in
our costs, a loss of customers, damage to our reputation, or a delay in the market acceptance of our products.


       The products that we sell are complex and may contain undetected defects or experience unforeseen failures. Recently, Dell Computer
Corporation, Apple Computer Inc., Toshiba Corp. and IBM Corp and Lenovo Group announced multimillion dollar recalls of certain
lithium-ion batteries manufactured by Sony Corporation (―Sony‖) and included in their respective laptop computers. In total, over 9 million
laptop computers are involved in the recalls. The recall was in response to reports that the subject batteries would overheat and catch fire. We
carry lithium-ion batteries, although we do not purchase them from Sony. Nevertheless, we cannot assure you that the products we sell, despite
any safety certification they may carry, are free of all defects. Even though we are not a manufacturer, as part of the supply chain we may be
named as a defendant in a lawsuit for property damage or personal injury resulting from defects in the goods we handle. If that happens, we
may be forced to undertake a product recall program, which could cause us to incur significant expenses and could harm our reputation and that
of our products. In addition, a product liability claim brought against us, even if unsuccessful, would likely be time-consuming, diverting
management’s attention from sales and product development efforts, and costly to defend. If successful, such claims could require us to make
significant damage payments in excess of our insurance limits.

                                                                        14
      If we are unable to protect our intellectual property, our ability to compete effectively in our markets could be harmed.

       We regard our trademarks, trade names, service marks, service names, trade secrets and other intellectual property rights important to our
success. Unauthorized use of our intellectual property by third parties may adversely affect our business and reputation. We rely on trademark
law, statutory and common law, trade secret protection and confidentiality agreements with our employees, and with our customers and
vendors whenever possible, in order to protect our intellectual property rights. Not all of our customers and vendors agree to these provisions,
and the scope and enforceability of these provisions is uncertain. In addition, even if our intellectual property rights are enforceable in the
United States, they may not be enforceable in other countries where we do business. As a result, despite these precautions, it may be possible
for third parties to obtain and use our intellectual property without authorization. Moreover, we may have to resort to litigation, which is
expensive and time-consuming and will divert management’s attention from our core business.

       We may be required to incur substantial expenses and divert management attention and resources in defending intellectual property
litigation against us or prosecuting others for their unauthorized use of our intellectual property.

       We cannot be certain that the products we purchase from our suppliers do not and will not infringe on issued patents or other proprietary
rights of others. In fact, we are a named defendant in an action brought by Energizer Holdings, Inc. and Eveready Battery Company, Inc.
against us and over 20 other respondents relating to the manufacture, importation and sale of certain alkaline batteries alleged to infringe one of
their patents. Any claim, with or without merit, could result in significant litigation costs and diversion of resources, including the attention of
management, and could require us to enter into royalty and licensing agreements, all of which could have a material adverse effect on our
business. We may be unable to obtain such licenses on commercially reasonable terms, or at all, and the terms of any offered licenses may not
be acceptable to us. If forced to cease using such intellectual property, we may not be able to develop or obtain alternative technologies. An
adverse determination in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing,
using, or selling certain of our products, which could have a material adverse effect on our business.

        Furthermore, parties making such claims could secure a judgment awarding substantial damages as well as injunctive or other equitable
relief that could effectively block our ability to make, use, or sell our products in the United States or abroad. A judgment like that could have a
material adverse effect on our business. In addition, we are obligated under certain agreements to indemnify our customers or other parties if
we infringe the proprietary rights of third parties. Any required indemnity payments under these agreements could have a material adverse
effect on our business.


      We owe a significant amount of money to Zunicom, our corporate parent and controlling shareholder. Our obligation to repay a
portion of this indebtedness may be accelerated upon circumstances beyond our control, which could strain our financial resources.

      As of the date of this prospectus, we owe a total of approximately $4.8 million to Zunicom, our corporate parent and controlling
shareholder. This amount is payable in quarterly installments over a four-year period beginning one year and one day after the date of this
prospectus. However, $2.8 million of this indebtedness will become due and payable in full one year and one day after a ―Trigger Event,‖
defined as a sale of AlphaNet or all or substantially all of AlphNet’s assets or if AlphaNet liquidates or seeks protection under the bankruptcy
laws. None of these events are within our control. Any acceleration of the $2.8 million indebtedness would adversely impact our working
capital position and could strain our financial resources to the extent that we may have to reallocate resources from operations.

     We will incur increased costs as a result of being a public company, which may divert management attention from our business and
impair our financial results.

      As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a wholly-owned subsidiary
of Zunicom. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange
Commission and the American Stock Exchange, has required changes in corporate governance practices of public companies. We expect these
new rules and

                                                                        15
regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. In addition, we
will incur additional costs associated with our public company reporting requirements. We also expect these new rules and regulations to make
it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, and we may be required to accept reduced
policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us
to attract and retain qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring
developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such
costs.

     Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a
material adverse effect on our ability to produce accurate financial statements and on our stock price.

      Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (S-Ox 404), we are required to furnish a report on our internal controls over
financial reporting. The internal control report must contain (a) a statement of management’s responsibility for establishing and maintaining
adequate internal control over financial reporting, (b) a statement identifying the framework used by management to conduct the required
evaluation of the effectiveness of our internal control over financial reporting, (c) management’s assessment of the effectiveness of our internal
control over financial reporting as of the end of our most recent fiscal year, including a statement as to whether or not internal control over
financial reporting is effective and (d) a statement that our independent registered public accounting firm has issued an attestation report on
management’s assessment of internal control over financial reporting. Our report must be completed in early 2008 and the attestation report
must be completed by early 2009.

       To comply with S-Ox 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control
over financial reporting, which is both costly and challenging. In this regard, we will need to dedicate internal resources, engage outside
consultants and adopt a detailed work plan to (a) assess and document the adequacy of internal control over financial reporting, (b) take steps to
improve control processes where appropriate, (c) validate through testing that controls are functioning as documented, and (d) implement a
continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, we can provide no assurance as
to our, or our independent registered public accounting firm’s, conclusions with respect to the effectiveness of our internal control over
financial reporting under S-Ox 404. There is a risk that neither we nor our independent registered public accounting firm will be able to
conclude within the prescribed timeframe that our internal controls over financial reporting are effective as required by S-Ox 404. This could
result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

      We are subject to various governmental regulations that could adversely affect our business.

       Like many businesses, our operations are subject to certain federal, state, and local regulatory requirements relating to environmental,
product disposal, and health and safety matters. We could become subject to liabilities as a result of a failure to comply with applicable laws
and incur substantial costs to comply with existing, new, modified, or more stringent requirements. The use of our products is also governed by
a variety of state and local ordinances that could affect the demand for our products.

                                                          Risks Related to this Offering

       Currently, there is no public market for our common stock. If an active market does not develop for our securities, you may not be
able to sell our common stock when you want.

       This is our initial public offering. As such, currently, there is no public trading market for our common stock. Even after this offering is
completed, an active trading market in our common stock may never develop or continue. An illiquid market will make it more difficult for you
to sell our stock should you desire or need to do so.

      Our stock price may fluctuate after this offering, which could result in substantial losses for investors.

       The market price for our common stock will vary from the initial public offering price after trading commences and may trade at a price
below the initial public offering price. This could result in substantial losses for investors. Even more, the market price of our securities may be
volatile, fluctuating significantly in response to a number of factors, some of which are beyond our control. These factors include:

                                                                         16
       •       quarterly and seasonal variations in operating results;

       •       changes in financial estimates and ratings by securities analysts;

       •       announcements by us or our competitors of new product and service offerings, significant contracts, acquisitions or strategic
               relationships;

       •       publicity about our company, our services, our competitors or business in general;

       •       additions or departures of key personnel;

       •       fluctuations in the costs of materials and supplies;

       •       any future sales of our common stock or other securities; and

       •       stock market price and volume fluctuations of publicly-traded companies in general and in the electronic industry in particular.

       We may not be able to maintain our listing on the American Stock Exchange, which may adversely affect the ability of purchasers in
this offering to resell their common stock in the secondary market.

       Although we plan to list our common stock on the American Stock Exchange, we cannot assure you that we will continue to meet the
criteria for continued listing on the American Stock Exchange in the future. If we are unable to meet the continued listing criteria of the
American Stock Exchange and became delisted, trading of our common stock could be conducted in the Over-the-Counter Bulletin Board. In
such case, an investor would likely find it more difficult to dispose of our common stock or to obtain accurate market quotations. If our
common stock is delisted from the American Stock Exchange, it will become subject to the SEC’s ―penny stock rules,‖ which imposes sales
practice requirements on broker-dealers that sell such common stock to persons other than established customers and ―accredited investors.‖
Application of this rule could adversely affect the ability or willingness of broker-dealers to sell our common stock and may adversely affect
the ability of purchasers in this offering to resell their common stock in the secondary market.

     After this offering, Zunicom will continue to control us, which may result in conflicts of interest, or the appearance of such conflicts,
and may adversely impact our value and the liquidity of our stock.


       Immediately after this offering is completed, Zunicom will beneficially own 40.0% of our outstanding common stock (34.9% if the
over-allotment option is exercised in full). William Tan, our chairman, is also the chairman of Zunicom and Ian Edmonds, our chief operating
officer and a member of our board of directors (the ―Board‖) and the son-in-law of Mr. Tan, is also a member of the board of directors of
Zunicom. In addition, at the time this offering is effective, Mr. Tan and Mr. Edmonds will have options, which, if exercised, would give each of
them 6.7% of our issued and outstanding shares of common stock immediately after this offering (6.3% if the over-allotment option is
exercised in full). These options have an exercise price equal to the initial public offering price per share. As a result, Mr. Tan and Mr.
Edmonds, through Zunicom, will effectively control all matters requiring approval by our stockholders, including the election and removal of
directors, any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions. This concentration
of control could be disadvantageous to other stockholders with interests different from those of Mr. Tan and Mr. Edmonds, which could result
in reducing our profitability. In addition, this concentration of share ownership, and the appearance of conflicts, even if such conflicts do not
materialize, may adversely affect the trading price for our common stock, because investors often perceive disadvantages in owning stock in
companies with a significant concentration of ownership among a limited number of shareholders. We do not have a formal procedure for
resolving any conflicts of interest.

    Future sales or the potential for sale of a substantial number of shares of our common stock could cause the trading price of our
common stock to decline and could impair our ability to raise capital through subsequent equity offerings.


      Sales of a substantial number of shares of our common stock in the public markets, or the perception that these sales may occur, could
cause the market price of our stock to decline and could materially impair our ability to raise capital through the sale of additional equity
securities. Once this offering is completed, we will have 5,000,000 shares of common stock issued and outstanding, 5,300,000 shares if the
over-allotment option is

                                                                         17
exercised in full. In addition, we will have an additional 1,595,000 shares of common stock reserved for future issuance as follows:


       •       1,250,000 shares reserved for issuance under our 2006 Stock Option Plan; and

       •       345,000 shares underlying the representatives’ warrants.

       The 3,000,000 shares of common stock sold in this offering will be freely tradable without restriction. Following one year from the
closing of this offering, or earlier upon the consent of the underwriters, all of the 2,000,000 shares of common stock owned by Zunicom after
this offering and any shares issuable upon exercise of vested options may be publicly sold, subject to the volume restrictions of Rule 144(d)
under the Securities Act of 1933. Future sales, or even the possibility of future sales, may depress our common stock price.

    Management will have broad discretion over the use of proceeds from this offering and may not apply them effectively or in the
manner currently contemplated.

       We will have broad discretion in determining the specific uses of the proceeds from this offering. While we have general expectations as
to the allocation of the net proceeds of this offering, that allocation may change in response to a variety of unanticipated events, such as
differences between our expected and actual revenues from operations or availability of commercial financing opportunities, unexpected
expenses or expense overruns or unanticipated opportunities requiring cash expenditures. We will also have significant flexibility as to the
timing and the use of the proceeds. As a result, investors will not have the opportunity to evaluate the economic, financial or other information
on which we base our decisions on how to use the proceeds. You will rely on the judgment of our management with only limited information
about their specific intentions regarding the use of proceeds. We may spend most of the proceeds of this offering in ways with which you may
not agree. If we fail to apply these funds effectively, our business, results of operations and financial condition may be materially and adversely
affected.

      We may issue shares of preferred stock in the future, which could depress the price of our stock.


       Our corporate charter authorizes us to issue shares of ―blank check‖ preferred stock. The Board has the authority to fix and determine the
relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further shareholder approval. As a
result, the Board could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon
liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such
preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares
of preferred stock, the rights of the holders of our common stock could be impaired thereby, including, without limitation, with respect to
liquidation.

      Texas law and provisions of our amended and restated articles of incorporation and bylaws could deter or prevent takeover attempts
by a potential purchaser of our common stock that would be willing to pay you a premium for your shares of our common stock.


       Our amended and restated articles of incorporation and bylaws and the corporate laws of the State of Texas include provisions designed
to provide the Board with time to consider whether a hostile takeover offer is in our and shareholders’ best interests, but could be utilized by
the Board to deter a transaction that would provide shareholders with a premium over the market price of our shares. These provisions include
the availability of authorized but unissued shares of common stock for issuance from time to time at the discretion of the Board; the availability
of authorized shares of preferred stock, the number of which to be issued from time to time and their terms and conditions being solely in the
discretion of the Board; bylaws provisions enabling the Board to increase the size of the board and to fill the vacancies created by the increase;
and bylaw provisions establishing advance notice procedures with regard to business to be presented at shareholder meetings or to director
nominations (other than those by or at the direction of the Board). The Texas Business Corporation Act also contains provisions intended to
protect shareholders and prohibit or discourage various types of hostile takeover activities. These provisions may discourage potential
acquisition proposals and could delay or prevent a change in control, including under circumstances where our shareholders might otherwise
receive a premium over the market price of our shares. These provisions may also have the effect of making it more difficult for third parties to
cause the replacement of our current management and may limit the ability of our shareholders to approve transactions that they may deem to
be in their best interests.

                                                                        18
      The initial public offering price of our common stock may not reflect our true fair market value.


      The public offering price for our common stock has been determined by negotiation between us and the underwriters and does not
necessarily bear any direct relationship to our assets, results of operations, financial condition, book value or any other recognized criterion of
value and, therefore, might not be indicative of prices that will prevail in the trading market. As such, we cannot assure that the price of a share
of common stock sold in this offering will not decline immediately after the offering is completed.

      We do not anticipate paying dividends in the foreseeable future. This could make our stock less attractive to potential investors.

      We anticipate that we will retain all future earnings and other cash resources for the future operation and development of our business,
and we do not intend to declare or pay any cash dividends in the foreseeable future. Future payment of cash dividends will be at the discretion
of our board of directors after taking into account many factors, including our operating results, financial condition and capital requirements.

      Purchasers in this offering will experience immediate and substantial dilution in net tangible book value.


        The initial public offering price is substantially higher than the pro forma net tangible book value per share of our outstanding common
stock. As a result, investors purchasing stock in this offering will incur immediate dilution of $4.69 per share or 58.6%, based on an assumed
initial public offering price of $8.00 per share, the midpoint of the range. As a result of this dilution, investors purchasing shares of common
stock in this offering will have contributed 91.8% of the total amount invested in us but will own only 60% of our outstanding common stock.
In addition, the exercise of outstanding options and warrants and future equity issuances may result in further dilution to investors and current
shareholders.

                                 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

       This prospectus includes forward-looking statements. All statements other than statements of historical facts contained in this prospectus,
including statements regarding our future financial position, business strategy and plans and objectives of management for future operations,
are forward-looking statements. The words ―believe,‖ ―may,‖ ―estimate,‖ ―continue,‖ ―anticipate,‖ ―intend,‖ ―should,‖ ―plan,‖ ―could,‖
―target,‖ ―potential,‖ ―is likely,‖ ―will,‖ ―expect‖ and similar expressions, as they relate to us, are intended to identify forward-looking
statements. We have based these forward-looking statements largely on our current expectations and projections about future events and
financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These
forward-looking statements are subject to a number of risks, uncertainties and assumptions described in ―Risk Factors‖ and elsewhere in this
prospectus. In addition, our past results of operations do not necessarily indicate our future results.


      Other sections of this prospectus may include additional factors which could adversely affect our business and financial performance.
Moreover, the logistics services business and the electronic supply and distribution business is very competitive and rapidly changing. New risk
factors emerge from time to time and it is not possible for us to predict all such risk factors, and we cannot assess the impact of all such risk
factors on our business or the extent to which any risk factor, or combination of risk factors, may cause actual results to differ materially from
those contained in any forward-looking statements.

       Except as otherwise required by applicable laws, we undertake no obligation to publicly update or revise any forward-looking statements
or the risk factors described in this prospectus, whether as a result of new information, future events, changed circumstances or any other
reason after the date of this prospectus. Neither the Private Securities Litigation Reform Act of 1995 nor Section 27A of the Securities Act of
1933 provides any protection to us for statements made in this prospectus. You should not rely upon forward-looking statements as predictions
of future events or performance. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be
achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.

                                                                         19
                                                              USE OF PROCEEDS


       In this offering, we are selling 2,000,000 shares of our common stock and Zunicom is selling 1,000,000 shares of our common stock. In
addition, if the underwriters exercise the over-allotment option, the first 300,000 shares sold will be sold for our account and the next 150,000
shares will be sold for Zunicom’s account. We will not receive any of the proceeds attributable to the sale of shares by Zunicom. In addition,
we have agreed to pay all of the expenses associated with this offering other than the underwriters’ discount and commission attributable to the
shares sold by Zunicom.

       Assuming a public offering price of $8.00 per share, the midpoint of the range, 7% underwriting commissions and 2% non-accountable
expense allowance, we estimate that the net proceeds to us from this offering will be approximately $13.9 million. Non-accountable expenses
are expenses incurred by the representative in connection with this offering that are payable out of the proceeds of the offering, but for which it
is not required to produce evidence of payment because we have agreed to pay a fixed percentage of the gross proceeds for this purpose. If the
representative exercises the over-allotment option in full, we estimate that the net proceeds to us of the offering will be approximately $16.132
million.

      Based on the current status of our business, we intend to use the net proceeds that we receive from this offering for one or more of the
following purposes:


       •       Develop and open new regional logistics centers and retail outlets. We plan to open five or six new regional logistics centers and
               retail outlets over the next two years. Based on our experience with our regional logistics centers in Oklahoma City and Las
               Vegas, we estimate the total cost of opening a new logistics center retail outlet is approximately $0.5 million to $1.0 million,
               including inventory purchases. The net proceeds that will be allocated for this purpose will be from $2.5 million to $6.0 million.

       •       Purchase and customize a warehouse management system and related hardware, such as computerized material handling
               equipment and carousels, and upgrade and improve our other critical information technology systems. We estimate the cost to
               develop a warehouse management system that meets our needs will be approximately $0.3 million, the hardware will be
               approximately $0.7 million, and the estimated cost of other information technology additions and improvements that we plan to
               make is $0.1 million to $0.2 million, for a total of approximately $1.2 million.

       •       Increase our sales and marketing department and efforts by adding sales representatives in the United States and abroad and by
               participating in a greater number of trade shows and other industry events. We estimate that approximately $0.25 million will be
               allocated for this purpose.

       •       Expand our inventory of product and service offerings. To do so, we may have to finance a portion of the tooling and raw
               material costs that factories will incur to meet our demands. We estimate that approximately $0.25 million will be allocated for
               this purpose.

       •       Expand into new markets, including international markets and the consumer market through retail outlets and online sales. We
               estimate that approximately $0.5 million will be allocated for this purpose.

       •       Develop or acquire manufacturing capability. We have no present commitments, understandings, or agreements as to any
               acquisition. We cannot estimate how much of the proceeds will be allocated to this use.

       •       Any portion of the net proceeds will be used for general corporate purposes. Pending their use, we intend to invest the net
               proceeds of this offering in interest-bearing, investment grade securities. Alternatively, we may use the net proceeds to
               temporarily pay down the balance on our working capital line of credit.


       We will retain broad discretion in the allocation of the net proceeds within the categories listed above. The amounts actually expended
for these purposes may vary significantly and will depend on a number of factors, including cash generated by operations, other financing
opportunities, evolving business needs, changes in customer demands and preferences, competitive developments, new strategic opportunities,
cost of materials, general economic conditions and other factors that we cannot anticipate at this time. If the underwriters exercise the
over-allotment option, the net proceeds to us from the sale of those shares will be used to prepay the note

                                                                        20
 evidencing the dividend declared immediately before this offering is effective. The dividend reflects the undistributed portion of earnings from
April 1, 2006 through the date of this offering. We estimate this amount will be approximately $2 million. The note evidencing the dividend
bears interest at the rate of 6% per annum and is otherwise payable over a four-year period beginning one year and one day from the date of
this prospectus.

       We expect that the net proceeds from this offering together with cash flow from operations will be sufficient to fund our operations and
capital requirements for at least 12 months following this offering. We may be required to raise additional capital through the sale of equity or
other securities sooner if our operating assumptions change or prove to be inaccurate. We cannot assure you that any financing of this type
would be permissible under our existing credit facility or, if permitted, would be available or, if available, what the terms of such a financing
would be.

                                                              DIVIDEND POLICY


        Since 1999 through the date of this offering, we have distributed approximately $6.6 million to Zunicom. This amount includes
management fees and dividends. In addition, in September 2006 we declared another dividend of $344,000 that will be paid before the date of
this prospectus and immediately before the effective date of this offering, we will declare a $2 million dividend, payable to Zunicom. This $2
million dividend will be evidenced by a note payable that will bear interest at the rate of 6% per annum and that will be payable over a
four-year period beginning one year and one day after the date of this prospectus. The note is prepayable out of the net proceeds we realize
from the sale of the shares covered by the over-allotment option. Finally, immediately before the date of this prospectus, we will issue to
Zunicom a note in the original principal amount of $2,831,429 as evidence of a payable due to Zunicom. This note will bear interest at the rate
of 6% per annum and will be payable in 16 equal quarterly installments beginning one year and one day after the date of this prospectus but is
repayable under certain circumstances.

      After this offering is completed, we will no longer pay Zunicom a management fee. In addition, we intend to retain any future earnings
for use in the operation and expansion of our business. Any future decision to pay dividends on common stock will be at the discretion of our
board of directors and will depend on our financial condition, results of operations, capital requirements and other factors our board of directors
may deem relevant.

                                                                        21
                                                              CAPITALIZATION

       The following table sets forth our capitalization as of June 30, 2006 on an actual basis, on a pro forma basis and pro forma as adjusted for
this offering. The pro forma data takes into account:


       •       the elimination of the $177,000 receivable due from AlphaNet;

       •       a $300,000 reduction in the payable to Zunicom recorded as paid-in-capital;

       •       an estimated $2 million dividend that will be declared immediately before the effective date of this offering;


       •       the increase in our authorized capitalization to 50,000,000 shares of common stock, par value $.01 per share and 5,000,000
               shares of preferred stock, par value $.01 per share; and

       •       a 6.07404258-for-1 forward stock split that was effected October 25, 2006, converting the 493,905 shares of common stock
               previously outstanding into 3,000,000 shares.

      The pro forma as adjusted data also takes into account our receipt of $13.9 million, the estimated net proceeds from this offering.

                                                                                                                            June 30, 2006

                                                                                                                                                Pro forma,
                                                                                                           Actual        Pro forma              as adjusted

                                                                                                                    (unaudited; in thousands)
Shareholders’ equity:

Preferred stock, no shares authorized, actual; 5,000,000 shares, par value $.01 per share
  authorized, pro forma and pro forma adjusted; no shares issued and outstanding, actual pro
  forma and as adjusted                                                                                $        —       $           —       $                 —

Common stock, $0.01 par value, 4,000,000 shares authorized; 493,905 shares issued and
 outstanding actual; 3,000,000 shares issued and outstanding pro forma; 50,000,000 shares
 authorized and 5,000,000 shares issued and outstanding, pro forma as adjusted                                   5                 30                    50
Additional paid-in capital                                                                                   3,848              2,123                16,003
Retained earnings                                                                                              497                497                   497

Total shareholders’ equity                                                                             $ 4,350                  2,650                16,550

Total capitalization                                                                                   $ 4,350                  2,650                16,550



                                                                        22
                                                                    DILUTION

      If you purchase shares in this offering, your interest will be diluted to the extent of the excess of the public offering price per share of
common stock over the as adjusted net tangible book value per share of common stock after this offering. The net tangible book value per share
represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of shares of
common stock outstanding.


       At June 30, 2006, we had a pro forma net tangible book value of approximately $2.65 million, or approximately $0.88 per share based
on 3,000,000 shares issued and outstanding on a pro forma basis. Our pro forma net tangible book value takes into account the following
adjustments to our net tangible book value at June 30, 2006:


       •        the elimination of the $177,000 receivable due from AlphaNet;

       •        a $300,000 reduction in the payable to Zunicom recorded as paid-in-capital;


       •        an estimated $2 million dividend that will be declared immediately before the effective date of this offering, that will offset
                paid-in capital;

       •        the increase in our authorized capitalization to 50,000,000 shares of common stock, par value $.01 per share and 5,000,000
                shares of preferred stock, par value $.01 per share; and

       •        a 6.07404258-for-1 forward stock split that was effected October 25, 2006, converting the 493,905 shares of common stock
                previously outstanding into 3,000,000 shares.

       After taking into account the estimated net proceeds from this offering of $13.9 million, our pro forma net tangible book value at June
30, 2006 would have been approximately $16.55 million, or $3.31 per share. This represents an immediate increase of $2.43 per share to
existing shareholders and immediate dilution of $4.69 per share, or 58.6%, to the new investors who purchase shares in this offering. The
following table illustrates this per share dilution:


Assumed initial public offering price per share                                                                                               $     8.00

Pro forma net tangible book value per share at June 30, 2006                                                                  $     0.88

Increase in pro forma net tangible book value per share attributable to new investors                                               2.43


Pro forma net tangible book value per share after the offering                                                                                      3.31


Dilution per share to new investors                                                                                                           $     4.69



       The following table summarizes as of June 30, 2006 the differences between the existing shareholder and the new investors with respect
to the number of shares purchased, the total consideration paid and the average price per share paid:

                                                                                                                                           Average
                                                                                                                                           Price Per
                                                                    Shares Purchased(1)                 Total Consideration                 Share


                                                                 Number(2)           Percent          Amount              Percent

Zunicom                                                           2,000,000               40.0 % $     2,152,597 (3)            8.2 % $           1.08 (3)
New investors                                                     3,000,000               60.0 % $    24,000,000 (4)           91.8 % $           8.00

  Total                                                           5,000,000               100.0 % $   26,152,597              100.0 %



(1)    Does not include any shares underlying unexercised warrants and options.
(2)   Number of shares purchased reflects the fact that Zunicom is selling 1,000,000 shares in this offering.

(3)   Reflects the $300,000 reduction in the payable to Zunicom and the $2 million estimated dividend that will be declared immediately
      before the effective date of this offering. Does not take into account the $8 million of gross proceeds that Zunicom is realizing from the
      sale of shares in this offering.

(4)   Based on an initial public offering price of $8.00 per share, the mid-point of the range.


                                                                       23
       If the underwriters exercise their over-allotment option in full, the new investors will purchase 3,450,000 shares of common stock, of
which 2,300,000 will be sold by us and 1,150,000 will be sold by Zunicom. In that event, the gross proceeds from this offering will be $27.6
million, representing approximately 92.8% of the total consideration for 65.1% of the total number of shares of common stock outstanding.
Based on estimated net proceeds of $16.132 million, the dilution to new investors would be $4.46 per share, or 55.7%.

                                                                      24
                                                           SELECTED FINANCIAL DATA

       The selected financial data set forth below should be read together with the ―Management’s Discussion and Analysis of Financial
Condition and Results of Operations‖ included elsewhere in this prospectus. The statement of operations data for each of the years in the
five-year period ended December 31, 2005, and the balance sheet data dated December 31, 2005, are derived from our financial statements,
which have been audited by KBA Group LLP, independent registered public accounting firm. The statement of operations data for the
six-month periods ended June 30, 2005 and 2006 and the balance sheet data at June 30, 2006 are derived from our unaudited financial
statements. The unaudited financial statements have been prepared on substantially the same basis as the audited financial statements and, in
the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the
results of operations for these periods. Historical results are not necessarily indicative of the results to be expected in the future. The statement
of operations data for each of the years in the three-year period December 31, 2005 and for the six month periods ended June 30, 2005 and
2006 and the balance sheet data at December 31, 2005 and June 30, 2006 are included elsewhere in this prospectus.

Consolidated statement of operations data (in thousands):

                                                                                                                                         Six months ended
                                                                   Years ended December 31,                                                  June 30,

                                          2001             2002               2003                2004                 2005            2005                 2006

                                                                                                                                              (unaudited)
Net sales                             $    26,740      $    43,133        $    58,670         $    67,160          $    81,275     $    37,849        $      44,245
Cost of sales                              22,007           36,351             49,565              58,356               70,960          33,091               38,046

Gross profit                                4,733            6,782              9,105               8,804               10,315           4.758                6,199
Operating expenses                          3,724            5,658              7,191               7,568                7,888           3,757                4,566

Operating income                            1,009            1,124              1,914               1,236                2,427           1,001                1,633
Other expenses                               (167 )           (241 )             (310 )              (491 )               (478 )          (219 )               (394 )

Income before provision for
  income taxes                                842              883              1,603                 745                1,948             782                1,239
Provision for income taxes                   (336 )           (384 )             (685 )              (347 )               (814 )          (334 )               (525 )

Net income                            $          506   $          499     $          919      $          398       $     1,134     $          448     $            714

Net income per share – basic and
 diluted                              $      1.02      $      1.01        $       1.86        $      0.81          $      2.30     $      0.91        $        1.45

Weighted average number of
 shares outstanding – basic and
 diluted                                  493,905          493,905            493,905             493,905              493,905         493,905              493,905



Pro forma information (in thousands and unaudited):

      The unaudited pro forma financial data set forth below is for informational purposes only and is not indicative of actual results that
would have been achieved had the events described below occurred on the dates or for the periods indicated, nor is such unaudited pro forma
financial data necessarily indicative of the results to be expected for the full year or any future period. The unaudited pro forma financial data
does not purport to predict results of operations, cash flows or other data as of any future dates or for any future period. The pro forma
adjustments are based on estimates and currently available information and assumptions that we believe are reasonable. A number of factors
may affect our results. See ―Risk Factors‖ and ―Forward-Looking Statements.‖ The unaudited pro forma financial data should be read in
conjunction with ―Management’s Discussion and Analysis of Financial Condition and Results of Operations‖ and our audited financial
statements and notes appearing elsewhere in this prospectus.

Pro forma statement of operations data:

                                                                                                                  Year Ended                  Six months ended
                                                                                                               December 31, 2005                June 30, 2006

Net sales                                                                                                      $         81,275               $           44,245
Gross profit                                                                                                   $         10,315               $            6,199
Operating expenses                                                                                             $          7,631               $            4,466
Operating income                                                         $       2,684   $       1,733
Income before provision for income taxes                                 $       2,205   $       1,339
Net income                                                               $       1,304   $         780
Net income per share – basic and diluted                                 $        0.43   $        0.26
Weighted average number of shares outstanding – basic and diluted            3,000,000       3,000,000

                                                                    25
      Pro forma information reflects the following adjustments to our historical financial data:



       •      A forward stock split of 6.07404258-for-1 that was effected on October 25, 2006, converting the 493,405 shares of common
              stock previously outstanding into 3,000,000 shares.

       •      An increase in operating expenses of approximately $223,000 for the year ended December 31, 2005 and $140,000 for the six
              months ended June 30, 2006. These increases reflect costs that were incurred by Zunicom on our behalf, including wages,
              approximately $138,000 for 2005 and $69,000 for the first six months of 2006, related payroll taxes, approximately $16,000 for
              2005 and $10,000 for the first six months of 2006, and audit fees, approximately $69,000 for 2005 and $61,000 for the first six
              months of 2006. The wages and related payroll taxes were paid to or in connection with four individuals who were employed by
              both Zunicom and us. As of the date of this prospectus, these four individuals are no longer employed by Zunicom and the
              adjustment represents the actual salaries we will pay them after the date of this prospectus and are derived from the salaries
              historically incurred by Zunicom. The additional audit fee is based on an estimate provided by our independent accountants for
              their services. All of these costs are expected to have a continuing impact on our future operations. The monthly management
              fee that we paid to Zunicom was intended to reimburse Zunicom for these costs.

       •      A decrease in management fees of $480,000 for the year ended December 31, 2005 and $240,000 for the six months ended June
              30, 2006, reflecting all management fees paid or accrued to Zunicom during those periods. This fee was paid to Zunicom in lieu
              of separate allocations for the above mentioned costs. As of the date of this prospectus, the management fee will no longer be
              payable to Zunicom. The elimination of the management fee will have a continuing impact on our future operations.

       •      An increase in the provision for income taxes of approximately $87,000 for the year ended December 31, 2005 and $34,000 for
              the six months ended June 30, 2006 attributable to the changes in general and administrative expenses described above.

Pro forma balance sheet data:



                                                                                                                      June 30, 2006

                                                                                                        Actual            Adjustments          Pro forma

Current assets                                                                                     $       28,492      $          (177 )   $      28,315
Working capital                                                                                    $        4,118      $         3,131     $       7,249
Total assets                                                                                       $       28,995      $          (177 )   $      28,818
Total liabilities                                                                                  $       24,646      $         1,523     $      26,169
Shareholders’ equity                                                                               $        4,350      $        (1,700 )   $       2,650

      Pro forma information in the table above reflects (i) the elimination of a $177,000 current receivable due from AlphaNet, which will be
assigned to Zunicom as partial payment of a current payable to Zunicom, (ii) a $300,000 reduction in the payable to Zunicom, (iii) the
conversion of $2,831,249 of short-term indebtedness owed to Zunicom to a long-term liability and (iv) an estimated $2 million dividend that
will be declared immediately before this offering is effective and that will be evidenced by a note payable over a four-year period beginning
one year and one day after the date of this prospectus. The note is prepayable out of the net proceeds we realize from the sale of the shares
covered by the over-allotment option. The exact amount of this dividend will be determined immediately before the date of this prospectus.


                                                                                                                    December 31, 2005

                                                                                                       Actual             Adjustments          Pro forma

Current assets                                                                                 $         28,721       $           (121 )   $      28,600
Working capital                                                                                $          4,014       $             —      $       4,014
Total assets                                                                                   $         29,252       $           (121 )   $      29,131
Total liabilities                                                                              $         24,707       $             —      $      24,707
Shareholders’ equity                                                                           $          4,256       $             —      $       4,256


      Pro forma information in the table above reflects the elimination of the $121,000 current receivable due from AlphaNet, which will be
assigned to Zunicom as partial payment of a current payable to Zunicom.

                                                                       26
                                   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
                                        CONDITION AND RESULTS OF OPERATIONS

General

      We are (i) a third-party logistics provider, specializing in supply chain management and value-added services and (ii) a leading supplier
and distributor of portable power supply products, such as batteries, security system components and related products and accessories. Our
principal product lines include:


       •      batteries of a wide variety of chemistries, battery chargers, and related accessories;


       •      portable battery-powered products, such as jump starters and 12-volt power accessories;


       •      security components, such as alarm panels, perimeter access controls, horns, sirens, speakers, transformers, and related
              installation components; and

       •      electro-magnetic devices, capacitors, relays and passive electronic components.

     We ensure that all the products that we sell, which are required to have safety approvals, are certified by the appropriate agency, such as
UL, CUL, CSA, CE, and TUV.

       Our supply chain management services include inventory sourcing, procurement, warehousing, distribution and fulfillment. Our
value-added services include custom battery pack assembly, custom kitting and packing, private labeling, product design and engineering,
graphic design and used battery pick-up and disposal. These services enable our customers to operate more efficiently by providing them with
cost savings through effective sourcing, reducing inventory maintenance levels, and streamlining distribution and order fulfillment. In addition,
we also source and distribute batteries and portable power products under various manufacturers’ and private labels, as well as under our own
proprietary brands, Universal Battery, Adventure Power ® , UB Scootin ® , Batteries & Beyond™, Starter-Up, Charge N’ Start™ and
UNILOK™. We believe that we have one of the largest inventories of batteries in the United States and are one of the leading domestic
distributors of sealed, or ―maintenance-free,‖ lead-acid batteries.

      Our customers include OEMs, distributors, and retailers, both on-line and traditional. The products we manage and distribute are used in
a diverse and growing range of industries, including automotive, consumer goods, electronics and appliances, marine and medical applications,
computer and computer-related products, office and home office equipment, security and surveillance equipment, and telecommunications
equipment and other portable communication devices. Our largest customer is Brinks, one of the largest installers of home security systems in
the United States. We function as one of Brinks’ supply chain managers and inventory fulfillment providers in the United States and Canada,
handling and delivering to its branches and authorized dealers many of the installation components and tooling required by their security
system installers.


        Our business is a mixture of sales of both services and products but we operate as one business unit and financial performance is
evaluated on a company-wide basis. Our original business was buying and selling batteries and other portable power units and related items. In
1997, we started selling batteries and related products to various residential security system companies. In 2002, we entered into an agreement
with Brinks to provide Brinks with supply chain management and other value-added services including inventory procurement and sourcing,
warehousing, packaging, assembly and shipping. That agreement was subsequently renewed in May 2004 for a new two-year term. The May
2004 agreement automatically renews for succesive one year terms unless either party gives the other 120 days prior written notice of its
intention not to renew the agreement beyond the next termination date. In addition, Brinks has the right to terminate the agreement at any time
after giving 120 days prior written notice. Under this agreement, we supply Brinks with many of the key components used in the installation of
its security systems, including batteries, alarm panels, speakers, sirens, transformers, key pads, and cabling. We purchase the required
inventory, in some cases from a Brinks-designated supplier and in other cases from our own suppliers, and then ship these products from our
logistics centers to Brinks’ branches and authorized Brinks dealers. We then bill and collect either from Brinks or the dealers to whom we
shipped the products. We charge Brinks for the cost of the components plus a fixed amount for shipping and handling. Brinks’ authorized
dealers pay us cost plus a fixed percentage of such costs. We bear the risk of loss with respect

                                                                        27
to the components until they are delivered to Brinks or one of its authorized dealers or another end user as directed by Brinks. We also provide
Brinks with battery recycling services at no extra charge.

      Our primary logistics center is located in Carrollton, Texas, a suburb of Dallas. We also have regional logistics centers in Oklahoma
City, Oklahoma, and Las Vegas, Nevada to support additional and varying customer needs. Our regional logistics center in Nevada also houses
our ―Batteries & Beyond‖ retail outlet, offering many of our branded consumer batteries, including cellular and cordless phone batteries. We
intend to use a portion of the proceeds of this offering to establish new regional logistics centers and retail outlets and also to develop or
purchase a comprehensive warehouse management system. We estimate that the total cost of establishing these centers is from $0.5 million to
$1.0 million each, including leasehold acquisition costs, leasehold improvements, inventory purchases and personnel costs and that the cost of
the warehouse management system and related hardware and software upgrades will exceed $1.0 million. Under our revolving credit agreement
with Compass Bank, we are required to obtain its consent for all capital expenditures in excess of $100,000. As a result, our ability to establish
a new logistics center and retail outlet or to develop or purchase a warehouse management system may depend on our ability to get Compass’
consent, which is in its discretion. If we fail to get Compass’ consent or its consent is delayed for any reason, we may lose an opportunity to
expand our operations or we may not be able to enlarge our operating efficiency and remain competitive.

      Our cost of sales includes the cost of acquiring the goods we source as well as shipping costs. The cost of batteries and other electronic
components fluctuates in response to the cost of lead and copper, the two basic raw materials used to produce these items. In recent years,
prices for these two commodities have increased significantly. For example, in 1993 the price for lead was under $0.25 per pound and the price
for copper was under $1.00 per pound. In comparison, in 2005 the prices were over $0.50 and $3.50, respectively. Shipping costs have also
increased as a result of rising fuel costs. One of the ways that we manage the fluctuations in shipping costs is by using shipping brokers and
consolidators. Wherever possible, these price increases are passed along the supply chain all the way to the consumer. In some instances that is
not always possible. For example, if a large customer refuses to accept a price increase, we may have no choice but to absorb it, resulting in
reduced margins. In addition, some of our customer agreements have ―most favored nations‖ pricing clauses, so if we cannot pass along price
increases to one customer, the customer with the pricing agreement would also be entitled to the lower pricing. We have not engaged in any
―hedging‖ or other financial transactions or trading strategies to protect us against price increases in these raw materials and fuel.

      Once this offering is complete, we will no longer pay Zunicom a management fee and we will only pay dividends as and when declared
by our board of directors.

       We expect our operating expenses will increase once we become a public company as a result of additional, auditing, legal, insurance,
printing and other expenses related to being a public company. Most significantly, in 2007 we will undertake a review and assessment of
operating systems and controls as mandated by Sarbanes-Oxley. We have been advised that the cost of this effort for a company of our size
located in the Dallas, Texas metroplex area could range from $150,000 to $350,000. In addition, once the report is completed, we are required
to obtain an ―attestation‖ from our auditors as to the findings or conclusions in the report. Our auditors have advised us, that the cost of an
attestation will range from $50,000 to $100,000. The attestation expense will probably be incurred in 2008. These additional costs will directly
impact our net income in 2007 and 2008.

     We measure our operations using both financial and other metrics. The financial metrics include net sales, gross margins, operating
expenses and income from continuing operations. Other key metrics include (i) net sales by product class, (ii) net sales by customer, (iii) daily
shipments; (iv) cash flows and (v) inventory turn-over.


        One of our key competitive advantages is our large and extensive inventory. At December 31, 2005, we were carrying over $19.1
million in inventory and at June 30, 2006 we were carrying over $17.0 million in inventory. Of these amounts, $8.3 million and $9.7 million,
respectively, represented inventory held to fulfill our obligations to Brinks. The remaining inventory consists of commonly sold products
dedicated to our entire customer base. In addition, at any one time we carry over 2,200 SKUs, representing over 75 classes of products. As a
result, we are able to satisfy most customer requirements promptly. Most orders can be delivered anywhere in the United States within 24 - 48
hours of receipt of a purchase order. Generally, we do not purchase products for inventory unless it is a commonly sold item, there is an
outstanding customer order to be filled, a special purchase is available, or it is an initial stocking package in connection with a new line of
products. As a result, we believe we have limited

                                                                        28
our inventory obsolescence risk. In the year ended December 31, 2005 our inventory turned approximately 5.0 times. For 2006 we expect that
our inventory will have fewer turns because we are carrying more inventory for Brinks.

       We offer our distribution customers a limited warranty for replacement of finished goods that do not function properly or that are
defective in other ways. The most common types of warranty complaints are batteries that leak or batteries that do not provide the voltage they
are intended to supply. Our written warranty is limited to the replacement of the product purchased and does not cover the product in which the
battery is used. Our replacement rate has historically been insignificant, less than 0.25% of total sales, and is therefore recorded as a reduction
of sales when the warranty expense is incurred. If we determine that a shipment of product has a manufacturing defect, we believe we have
recourse with the manufacturer to recover the replacement costs incurred. We bear the cost of isolated or individual instances of defects. We
have no other post-shipment obligations. We do not offer any type of post-sale servicing.

Critical Accounting Policies

       Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which
require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements,
and revenues and expenses during the periods reported. Actual results could differ from those estimates. We believe the following are the
critical accounting policies which could have the most significant effect on our reported results and require the most difficult, subjective or
complex judgments by management.

    Revenue Recognition

       We recognize revenues in accordance with SEC Staff Accounting Bulletin No. 104, ―Revenue Recognition,‖ when persuasive evidence
of an arrangement exists, delivery has occurred, the price is fixed and determinable, and collectability is reasonably assured. Revenue
recognition policies for specific types of revenue are described below.


       As a distributor, we purchase both finished goods and components from domestic and international suppliers. Our customers order
finished goods, either bulk battery product or single shippable units, to fill their requirements. We add value to products and components by
packaging them in customer specified ―kits‖ or tailor made units that are convenient for the customer to order and ship. Additionally, we have
several customers that require specific battery solutions for inclusion in their own products. We obtain the battery and necessary components
and configure a new finished good unit based upon customer specifications. We refer to this process as a value-added service. We recognize
sales of finished goods at the time the customer takes title to the product.

       We sell products to several customers in bulk quantities. We obtain the order from the customer and arrange for the delivery of the
product directly from the vendor to the customer to reduce freight costs and wear and tear on the product from excessive handling. We refer to
these transactions as ―drop shipments‖ because the product is shipped directly from our vendor to our customer. We recognize revenue at the
time the customer takes title to the product. We have evaluated the criteria outlined in Emerging Issues Task Force 99-19, ―Reporting Revenue
Gross as Principal versus Net as an Agent,‖ in determining whether it is appropriate under accounting principles generally accepted in the
United States of America to record the gross amount of revenues and cost of revenues. We record gross revenues because we are the primary
obligor in these transactions, bear the inventory risk, have latitude in establishing prices, bear credit risk and have the right to select suppliers.

    Income Taxes


       We utilize the assets and liability approach to accounting and reporting for income taxes. Deferred income tax asset and liabilities are
computed quarterly for differences between the financial and tax bases of assets and liabilities are computed annually for differences between
the financial and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and
rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable for
the period plus or minus the change during the period in deferred tax assets and

                                                                          29
liabilities. Historically, we have not paid income taxes because we file a consolidated return and have benefited from the use of the
consolidated net operating loss. A tax payable for use of these losses in prior periods has been recorded as a liability due to Zunicom.

    Employee Stock Options

      In December 2004, the Financial Accounting Standards Board revised Statement of Financial Accounting Standards No. 123 (―FAS
123R‖), Share-Based Payment , which establishes accounting for share-based awards exchanged for employee services and requires companies
to expense the estimated fair value of these awards over the requisite employee service period. On April 14, 2005, the U.S. Securities and
Exchange Commission adopted a new rule amending the effective dates for FAS 123R. In accordance with the new rule, the accounting
provisions of FAS 123R became effective for us on January 1, 2006.

      Under FAS 123R, share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is
recognized as expense over the employee’s requisite service period. As of June 30, 2006, we have no outstanding stock options; however, upon
the completion of this offering, stock options will be issued to some of our employees and will impact our operations in future periods.

Results of Operations

       The table below sets forth our operational data as a percentage of sales for the years ended December 31, 2003, 2004, and 2005, and for
the six months ended June 30, 2005 and 2006.

                                                                                                Percentage of Revenue

                                                                                                                            Six months ended
                                                                             Years Ended December 31,                           June 30,

                                                                     2003              2004               2005           2005                 2006

                                                                                    (audited)                                   (unaudited)
Net sales                                                          100.0 %           100.0 %            100.0 %         100.0 %           100.0 %
Cost of sales                                                       84.5              86.9               87.3            87.4              86.0
Gross profit                                                        15.5              13.1               12.7            12.6              14.0
Operating expenses                                                  12.3              11.3                9.7             9.9              10.3
Operating income                                                     3.2               1.8                3.0             2.7               3.7
Other expenses                                                      (0.5 )            (0.7 )             (0.6 )          (0.6 )            (0.9 )
Income before provision for income taxes                             2.7               1.1                2.4             2.1               2.8
Provision for income taxes                                          (1.2 )            (0.5 )             (1.0 )          (0.9 )            (1.2 )
Net income                                                           1.5               0.6                1.4             1.2               1.6

Comparison of six months ended June 30, 2006 and 2005

       Net sales. Net sales for the six month period ended June 30, 2006 were $44.2 million compared to sales of $37.9 million for the similar
period in 2005, an increase of $6.4 million, or 16.9%. In the 2006 periods net sales to Brinks was $26.7 million compared to $22.3 million in
the 2005 period. The overall increase in net sales was attributable to increased sales of batteries and battery-related and battery-powered
products, which increased by $4.0 million from the comparable 2005 period due to price increases, sales to new customers and increased sales
to existing customers. We anticipate continued growth in net sales of batteries and battery powered product lines and new products.

      Cost of sales. Cost of sales is comprised of the base product cost, freight, duty and commissions where applicable. Cost of sales totaled
$38.0 million for the six month period ended June 30, 2006, compared to $33.1 million in the similar period in 2005, an increase of $5.0
million, or 15.0%. Cost of sales as a percentage of sales decreased to 86.0% in the 2006 period from 87.4% for the similar period in 2005. This
decrease was attributable to higher margins on power products and batteries but offset by the lower margins earned on third-party logistics
services for Brinks. Our gross margin for the six month period ended June 30, 2006 was approximately 14.0% compared to gross margins of
12.6% for the comparable period in 2005. We will continue to monitor customer and vendor pricing due to raw material and shipping cost
increases, which are expected to continue in the near future.

                                                                        30
       Operating expenses. Selling, general and administrative expenses were $4.6 million for the six month period ending June 30, 2006,
compared to $3.8 million in 2005, an increase of $0.8 million, or 21.5%. The increase in selling, general and administrative expenses was
attributable to increases in salaries, employee bonuses, and payroll taxes of $312,000 associated with our improved performance. Additional
expenses were incurred in connection with closing our Kansas branch office in April 2006 and opening a new regional logistics center in Las
Vegas, Nevada, in June 2006.

      For the six month period ending June 30, 2006, we incurred $81,000 in depreciation and amortization expense compared to $68,000 in
2005, a slight increase of $13,000, or 19.1%.

       Interest expense. Our interest expense totaled $403,000 for the six month period ended June 30, 2006 compared to $220,000 for the
similar period in 2005, an increase of $183,000, or 83.2%. The increase is due to increased borrowings at a higher interest rate than the similar
period. For the six months ended June 30, 2006 the average outstanding loan balance was $11.0 million, compared to $8.1 million for the six
months ended June 30, 2005. We expect interest expense to continue to increase for the balance of 2006 as a result of rising interest rates and
the higher level of debt on our working capital line.

Comparison of years ended December 31, 2005 and 2004

       Net sales. We had net sales of $81.3 million in 2005 compared to net sales of $67.2 million in 2004, an increase of $14.1 million, or
21.0%. This increase was primarily attributable to an $11.7 million increase in sales to Brinks, our largest customer. In addition, sales of
batteries and battery-related and battery-powered products increased by $2.4 million over the previous year due to new customers, increased
volume on existing accounts, and diversification into new product lines.

     Cost of sales. Cost of sales totaled $71.0 million in 2005, compared to $58.4 million in 2004. Cost of sales, as a percentage of sales, was
87.3% and 86.9%, respectively, for 2005 and 2004, as a result of increases in the cost of lead and copper and shipping costs.

       Operating expenses. Selling, general and administrative expenses totaled $7.9 million in 2005, compared to $7.6 million in 2004, an
increase of $320,000, or 4.2%. This increase was attributable to increases in salary and bonus expense of $646,000 associated with our
improved performance, insurance of $168,000, trade shows, travel and entertainment of $100,000, and contract labor of $84,000. Additionally,
we made donations of battery products and cash of $44,000, for Hurricane Katrina charities and other organizations. These increases were
offset by reductions in rent, utilities and property taxes of $204,000 due to the 2004 consolidation of facilities, legal costs of $150,000, bad
debts of $126,000, sales representative commissions of $86,000, bank charges of $78,000, packaging design costs of $70,000 and consulting
fees of $69,000.

      For the year ended December 31, 2005, we incurred $138,000 in depreciation and amortization expense compared to $131,000 for 2004,
a decrease of $7,000, or 5.3%. The increase in depreciation and amortization expenses is primarily related to an increased average property and
equipment balance due to continued purchases of property and equipment.

      Interest expense. Interest expense increased to $490,000 in 2005, compared to $446,000 in 2004, an increase of $44,000, or 9.9%. The
increase is attributable to increased borrowings on our line of credit. The average outstanding loan balance was $7.8 million for 2005 compared
to $7.4 million for 2004.

Comparison of year ended December 31, 2004 and 2003

      Net sales. We had net sales of $67.2 million in 2004 compared to $58.7 million in 2003, an increase of $8.5 million, or 14.5%. This
increase was primarily attributable to an $8.2 million increase in sales to Brinks. In addition, sales of batteries and battery-related and
battery-powered products increased by approximately $4.0 million, which offset the decline in drop shipment sales of $3.4 million in 2004.

       Cost of sales. Cost of sales totaled $58.4 million in 2004, compared to $49.6 million in 2003. The cost of sales, as a percentage of sales
was 86.9% and 84.5%, respectively, for 2004 and 2003. Gross margin for 2004 was 13.1%, compared to 15.5% in 2003. This decrease was
attributable to increases in our cost of goods resulting from increases in the cost of lead, and from increases in shipping costs. We did not
anticipate these increases and failed

                                                                        31
to build them into our prices, resulting in lower gross margins in 2004. In addition, when we did recognize them, we made a strategic decision
to maintain existing prices so as not to jeopardize existing customer relationships.


       Operating expenses. Selling, general and administrative expenses were $7.6 million in 2004, compared to $7.2 million in 2003, an
increase of $370,000, or 5.2%. This increase was attributable to increases in consulting and contract labor fees of $180,000. Additionally, cost
in catalogs and new package design increased by $132,000, commissions to sales representatives increased by $127,000, rent by $116,000,
bank charges by $109,000, and property insurance by $65,000. These increases are attributed to the continued growth and marketing of our
products and sales growth to Brinks. These increases were partially offset by the decrease in personnel costs of $348,000 and bad debt expense
of $102,000, compared to the same period in 2003. The decrease in personnel costs was due to the fact that we did not achieve our targeted net
income amount and therefore did not pay any bonuses for 2004.

      For the year ended December 31, 2004, we incurred $131,000 in depreciation and amortization expense compared to $110,000 for 2003,
an increase of $21,000, or 19.1%. The increases in depreciation and amortization expense was primarily related to an increased average
property and equipment balance due to continued purchases of property and equipment.

      Interest expense. Interest expense increased to $446,000 in 2004, compared to $311,000 in 2003, an increase of $135,000 or 43.4%. The
increase was attributable to increased borrowings on our line of credit. The average outstanding loan balance for 2004 was $7.4 million
compared to $5.0 million for 2003.

Liquidity and Capital Resources


      From December 31, 2003 through June 30, 2006, we have funded our operations primarily through cash flow from operations and
borrowings under our line of credit. The balance outstanding under our line of credit increases as our sales increase because of additional
inventory purchases and increases in our accounts receivable balances. We believe that our cash balances, cash generated from operations and
the net proceeds of this offering as well as continued borrowings under our line of credit will be sufficient to meet our cash requirements for the
next 12 months.

    Net Cash Provided By (Used In) Operating Activities

       Net cash provided by operating activities was $1.05 million in 2003 and $395,000 in 2005. The decrease in cash provided by operating
activities was primarily a result of our relationship with Brinks. 2003 was the first full year of our relationship with Brinks and in 2005 our
Brinks sales volume increased significantly for which we made significant purchases of inventory. In addition, our non-Brinks sales of batteries
and related products grew significantly from 2003 through 2005. The increase in sales resulted in additional inventory purchases and higher
accounts payable balances. Our increased sales have resulted in larger trade accounts receivable balances over the past several years. However,
at the same time the credit quality of our customer base has improved as our provision for bad debts has remained relatively flat over the same
period.

       Net cash used in operating activity for 2004 was approximately $3.5 million and was primarily the result of absorbing increases in
battery prices from our suppliers resulting from increases in lead prices. We were unable to pass these price increases along to our customers
until late in the year and, therefore, our net income for 2004 was much lower in comparison to 2003 and 2005. In addition, as sales increased,
our inventory requirements increased and accounts receivable balances also increased.

       Net cash used in operating activity for the six month period ended June 30, 2006 was approximately $2.3 million and was primarily the
result of significant amounts of inventory purchases and supplier payments made during the period.

    Net Cash Used in Investing Activities

      Net cash used in investing activities was $37,000 in 2003, $114,000 in 2004, $186,000 in 2005, and $55,000 for the six months ended
June 30, 2006. All cash used in investing activities related to capital expenditures. Historically, we have not made major asset acquisitions.

                                                                        32
    Net Cash Provided By (Used In) Financing Activities

      Fluctuations of cash provided by and used in financing activities is primarily due to the timing differences relating to when inventory is
received and when payments to suppliers are due, which causes the balance outstanding under our line of credit to fluctuate. Other factors
influencing cash provided by or used in financing activities include dividends paid to Zunicom and payment on capital lease obligations.
Payment of dividends to Zunicom fluctuates depending on our financial and operating performance. Net cash used in financing activities was
$868,000 in 2003 and $169,000 in 2005. Net cash provided by financing activities was $3.2 million in 2004 and $2.9 million for the six months
ended June 30, 2006.

    Capital Resources


       We finance our operations through cash flow from operations as well as proceeds of a credit facility. Our current line of credit agreement
with the lender provides for interest payable monthly at LIBOR Index rate plus 2.5% (7.61% at June 30, 2006) and matures May 5, 2007. On
July 25, 2005, we entered into an agreement with the lender fixing the interest rate at 6.99% on the first $6.0 million of borrowings and LIBOR
Index Rate plus 2.5% on the balance of the outstanding borrowings under our line of credit. The line of credit is due on demand and is secured
by our accounts receivable, inventories, and equipment. The line’s availability is based on a borrowing formula, which allows for borrowings
equal to 85% of Borrower’s Eligible Accounts Receivable (as defined in the Security Agreement) and 50% of Eligible Inventory (as defined in
the Security Agreement) not to exceed $5 million. On March 23, 2006, we entered into a renewal and modification agreement on the line of
credit agreement. The advance formula referenced in the Security Agreement as the ―Borrowing Base‖ was modified as follows: 85.0% of the
outstanding value of ―Borrower’s Eligible Accounts Receivable‖ plus 50.0% of the value of ―Borrower’s Eligible Inventory‖; provided,
however that these sub-limits that are based on Borrower’s Eligible Inventory may not exceed 85.0% of the outstanding value of ―Borrower’s
Eligible Accounts Receivable‖ (as defined in the Security Agreement) at any one time outstanding.

       On April 18, 2006, we entered into the second renewal and modification agreement, which increased our line of credit from $12.0
million to $16.0 million. The advance formula referenced in the Security Agreement as the ―Borrowing Base‖ was modified as follows: 85%)
of the outstanding value of ―Borrower’s Eligible Accounts Receivable‖ plus fifty percent (50.0%) of the value of ―Borrower’s Eligible
Inventory‖ (as defined in the Security Agreement). Advances against Borrower’s Eligible Inventory may not exceed the lesser of (a) $8.5
million or (b) an amount equal to the product of (i) one and one-half (1.5), multiplied by (ii) 85.0% of the outstanding value of Borrower’s
Eligible Accounts Receivable at any one time outstanding.

     Under our revolving credit loan agreement, we are required to maintain a variety of financial and other covenants. The financial
covenants include the following:


       •      Financial Statements. We have to submit to the lender unaudited monthly financial statements including a balance sheet, an
              income statement, and a compliance certificate and audited fiscal year-end financial statements, including a balance sheet, an
              income statement, a reconciliation of stockholders’ equity, and a statement of cash flows, certified by an independent certified
              public accountant. In addition, we must provide the lender with Zunicom’s annual financial statements and our annual budget, in
              a monthly format, consisting of a balance sheet and related statements of income, retained earnings, and cash flow.

       •      Tangible Net Worth. We have to maintain a minimum Tangible Net Worth of not less than $5.1 million. Tangible Net Worth is
              tested by the lender on a monthly basis and is calculated by total shareholders’ equity less notes and other receivables, related
              party receivables, and intangibles.

       •      Total Debt to Tangible Net Worth Ratio. The ratio of ―Total Debt‖ to Tangible Net Worth, measured on a monthly basis, may
              not exceed (a) 3.50 until December 30, 2006, and (b) 3.25 beginning December 31, 2006. Total Debt is calculated by Total
              Liabilities divided by Tangible Net Worth.

       •      Fixed Charge Coverage Ratio (“FCCR”). We have to maintain a minimum FCCR of 1.50 to 1.00, which ratio is measured on
              a rolling twelve-month basis. Our FCCR is defined as the quotient of (i) the sum of (a) (1) our earnings before interest, tax,
              depreciation and amortization expenses (EBITDA), plus (2) our rent expenses paid, plus (3) our bonus that is accrued but not
              paid for 2004 only, plus (4) our non-recurring expenses of $100,000.00 for calendar year 2004 only, less (b) the sum of (1)
              capital


                                                                       33
        expenditures not financed, plus (2) our dividends paid, plus (3) our cash taxes and distributions to Zunicom or other related
        parties; divided by (ii) the sum of (a) our regularly scheduled payments of principal paid, plus (b) our interest expenses paid,
        plus (c) our rent expenses paid, plus (d) our capital lease obligations and dividends paid or other distributions paid to our
        stockholders during the applicable measuring period.

 •      Interest Coverage Ratio (“ICR”). We have to maintain a minimum ICR of 2.00 to 1.00, which ratio is measured on a rolling
        twelve-month basis. ICR is defined as the quotient of (a) our EBIT, divided by (b) our interest expenses paid during the
        applicable measuring period.

 •      Capital Expenditures. On a consolidated basis, we are not permitted to make aggregate capital expenditures or contracts for
        capital expenditures together aggregating in excess of $100,000.00, except expenditures for equipment financed by purchase
        money security interest liens.

 •      Dividends. We are not permitted to pay, make or declare any dividends, distributions, or other similar payments, or make any
        other advances of any nature, to our directors, managers, officers, employees, owners, parent, members, affiliates, subsidiaries
        or other related persons or entities, without our lender’s prior written consent. However, we may pay a monthly management fee
        to Zunicom of up to $40,000.00 per month and quarterly dividends equal to 50% of our net income for any fiscal quarter for
        cash, taxes, or other Zunicom expenses, provided that (a) no default exists as of the date any such payment is to be made or such
        payment would cause or result in a default, (b) there is at least $500,000.00 of borrowing availability under the credit line after
        any such payment, (c) no more than one dividend is paid per our fiscal quarter, and (d) any such dividend is paid thirty (30) days
        after the bank’s receipt of our financial statements for the end of our fiscal quarter. We are not permitted to redeem, purchase or
        in any manner acquire any of our outstanding shares without the bank’s prior written consent.

The other covenants include:


 •      Loans to Related Parties and Affiliates. We are not permitted to make, extend or allow any outstanding loans or advances to
        or investments in our affiliates, parent, subsidiaries, owners, directors, employees, members, officers, managers or other related
        persons or entities that cause or would cause a violation or a further violation of any of the covenants. We do not currently have
        any such outstanding loans.

 •      Liens. We cannot create or permit the creation of any lien upon any of the collateral except for permitted liens and the security
        interests granted to the lender.

 •      Borrowings; Permitted Indebtedness. Except for borrowings under the credit facility, we cannot borrow any money other than
        (i) subordinated debt (but only to the extent such borrowings and loans shall be fully subordinated hereto), without lender’s prior
        written consent, or (ii) capital lease purchases not to exceed $50,000.00 in the aggregate at any given time, without lender’s
        prior written consent.

 •      Acquiring Assets, Etc. of Other Entities. We can only purchase or acquire, directly or indirectly, any shares of stock, any
        substantial part of the assets of, any interest in, evidences of indebtedness, loans or other securities of any person, corporation or
        other entity, with lender’s written consent.

 •      Dissolution, Mergers, Change in Nature. We are not permitted to (i) liquidate, discontinue or materially reduce our normal
        operations with intention to liquidate; (ii) cause, allow or suffer to occur (a) a merger or consolidation of or involving us into
        any corporation, partnership, or other entity, or (b) the sale, lease, transfer or other disposal of all or any substantial part of our
        assets, or any of our receivables; (iii) acquire any corporation, partnership or other entity (or any interest therein), whether by
        stock or asset purchase or acquisition or otherwise, without the prior written consent of the lender; (iv) enter into any lease that
        could be characterized as a capitalized lease; or (v) cause, allow, or suffer to occur any change in the ownership, nature, control
        of our corporate structure without the prior written consent of lender.

 •      Subordinated Debt. We are not permitted to make any payment upon any subordinated debt described in any subordination
        agreement delivered to lender.

 •      Insurance. We have to (i) maintain insurance in form, amount and substance acceptable to lender, including, extended
        multi-peril hazard, worker’s compensation, general liability insurance and insurance on our property, and all facets of our
        businesses; and (ii) name lender as additional insured and a lender


                                                                   34
                loss payee as to all insurance covering the collateral, which, essentially, is all of our assets. All insurance proceeds, payments
                and other amounts paid to or received by lender under or in connection with any and all such policies may be retained by lender
                in whole or part as additional collateral.

         •      Compliance with Laws. We must immediately notify the bank of any and all actual, alleged or asserted violations of any laws,
                ordinances, rules or regulations.

         •      Notification of Defaults, Suits, Etc. We must promptly notify lender in writing of (i) any default or event of default under the
                credit agreement, (ii) any material change in our financial condition and/or prospects and/or (iii) any action, suit or proceeding at
                law or in equity by or before any governmental instrumentality or other agency.

       At June 30, 2006, $12.7 million was outstanding under the line of credit and $1.4 million remained available for borrowings under the
line of credit based on the borrowing formula. We are not currently in default under any of the covenants.

      Since 1999, we have been paying Zunicom a management fee and, from time-to-time, based on cash availability and Zunicom’s working
capital needs, dividends. Through June 30, 2006, our payments to Zunicom have totaled approximately $5.7 million.


       As of June 30, 2006, we had a payable to Zunicom, all of which was reflected as a current liability, of approximately $3.5 million, of
which $3.1 million reflected the tax benefit to us of Zunicom’s consolidated net operating losses and $344,000 reflected declared but unpaid
dividends and other miscellaneous expenses. In connection with this offering, Zunicom has agreed to write off $300,000 of this amount and to
convert $2.8 million into a long-term liability that will be payable approximately $175,000 per quarter over a four-year period beginning one
year after the date of this prospectus with interest at 6% per annum. If (i) Zunicom sells AlphaNet or all or substantially all of AlphaNet’s
assets, (ii) AlphaNet ceases to be engaged in any trade or business or (iii) AlphaNet, voluntarily or involuntarily, seeks protection under the
bankruptcy laws (each a ―Trigger Event‖), then the entire balance then due on the note, including principal and accrued interest, will be due and
payable one year and one day following the Trigger Event, unless the Trigger Event occurs in the fifth year of the note, in which case such
amounts shall be immediately due and payable. The balance of the payable, $344,000, was paid in September 2006.

      In addition, immediately before the effective date of this offering, we will declare a dividend, payable to Zunicom. The dividend,
estimated to be $2 million, will be evidenced by a note payable, which will bear interest at the rate of 6% per annum and will be payable over a
four-year period beginning one year and one day after the date of this prospectus. The note is prepayable out of the net proceeds we realize
from the sale of the shares covered by the over-allotment option.

      As of June 30, 2006, we did not have any material commitments for capital expenditures and we do not expect any material changes in
the need for capital expenditures. We have no off-balance sheet financing arrangements.

    Contractual Obligations

        The table below sets forth our contractual obligations as of June 30, 2006.

                                                                                               Payment Due By Period

                                                                                   Less Than                                                   More than
                                                                  Total             1 Year            1-3 Years            3-5 Years            5 Years

Capital Lease Obligations                                    $      35,968     $       21,557     $       14,411       $               —   $               —
Operating Leases                                             $   1,599,881     $      463,125     $    1,136,756       $               —   $               —

Total                                                        $   1,635,849     $      484,682     $    1,151,167       $               —   $               —


Quantitative and Qualitative Disclosures About Market Risk

    Foreign Currency Exchange

      Our customers are primarily located in the United States. On the other hand, many of our suppliers are located outside the United States
and, as a result, our financial results could be impacted by foreign currency

                                                                          35
exchange rates and market conditions abroad. However, we believe that the aggregate impact of any likely exchange rate fluctuations would be
immaterial as most payments are made in U.S. dollars. We have not used derivative instruments to hedge our foreign exchange risks though we
may choose to do so in the future.

      Our international business is subject to risks typical of an international business, including, but not limited to differing economic
conditions, changes in political climate, differing tax structures, other regulations and restrictions and foreign exchange rate volatility.
Accordingly, our future results could be materially adversely affected by changes in these or other factors. The effect of foreign exchange rate
fluctuations on us during the six months ended June 30, 2006 was not material.

    Interest Rates


     Our exposure to market rate risk for changes in interest rates is related primarily to our line of credit. A portion of the outstanding
borrowings on the line of credit bears an interest rate of LIBOR plus 2.5%. A change in the LIBOR rate would have a material effect on interest
expense.

Seasonality and Cyclicality

       Historically, our operating results have been subject to seasonal trends when measured on a quarterly basis. Our first and fourth fiscal
quarters are traditionally weaker compared to the second and third fiscal quarters. This trend depends on numerous factors including the
markets in which we operate, holiday seasons, climate and general economic conditions. Many of the products that we distribute are tied
closely to consumer demands, which may be volatile and which are always impacted by general economic conditions. Our ability to predict
these trends or estimate their impact on our business is limited. As a result, we cannot assure that these historical patterns will continue in
future periods.

      The electronic components and the electronics distribution industries have historically been cyclical in nature with significant volatility
within the cycles. We believe this cyclicality and volatility will continue.

                                                                        36
                                                                    BUSINESS

General

      We are (i) a third-party logistics company specializing in supply chain management and value-added services and (ii) a leading supplier
and distributor of portable power supply products, such as batteries, security system components and related products and accessories. Our
principal product lines include:


      •        batteries of a wide variety of chemistries, battery chargers and related accessories;


      •        portable battery-powered products, such as jump starters and 12-volt power accessories;


      •        security system components, such as alarm panels, perimeter access controls, horns, sirens, speakers,
               transformers, cabling and other components; and

      •        electro-magnetic devices, capacitors, relays and passive electronic components.

       Our third-party logistics services, principally supply chain management solutions and other value-added services, are designed to help
customers optimize performance by allowing them to outsource supply chain management functions. Our supply chain management services
include inventory sourcing and procurement, warehousing and fulfillment. Our value-added services include custom battery pack assembly,
custom kitting and packing, private labeling, component design and engineering, graphic design, and sales and marketing. We also distribute
batteries and portable power products under various manufacturers’ and private labels, as well as under our own proprietary brands. We are one
of the leading domestic distributors of sealed, or ―maintenance-free,‖ lead acid batteries. Our customers include OEMs, distributors and both
online and traditional retailers. The products we source, manage and distribute are used in a diverse and growing range of industries, including
automotive, consumer goods, electronics and appliances, marine and medical instrumentation, computer and computer-related products, office
and home office equipment, security and surveillance equipment, and telecommunications equipment and other portable communication
devices.

      We believe that the demand for third-party logistics services in general, and supply chain management solutions and value-added
services in particular, is growing, particularly in the electronics industry. In general, businesses are increasingly focused on identifying ways to
more efficiently manage their supply chain, an operational necessity as products are sourced and distributed globally and a financial
requirement as organizations have discovered the fiscal benefits of streamlining their logistics processes, providing an increased demand and
opportunity for organizations providing logistics services in general and supply chain management services in particular. Businesses
increasingly strive to minimize inventory levels, reduce order and cash-to-cash cycle lengths, perform manufacturing and assembly operations
in low-cost locations and distribute their products globally. Furthermore, businesses increasingly cite an efficient supply chain as a critical
element to improve financial performance. To remain competitive, successful businesses need to not only achieve success in the core
competencies, they must also execute quickly and accurately.


       To accomplish these goals, businesses are increasingly turning to organizations that provide a broad array of logistics services, including
supply chain management solutions. The demand for these solutions has grown as businesses continue to outsource non-core competencies,
globally source goods and materials, and focus on managing the overall cost of their supply chain. These trends have been further facilitated by
the rapid growth of technology, including the growth of the Internet and the World Wide Web as an information tool and electronic interfaces
between systems of service providers and their customers.

       The demand for electronic equipment and components is impacted by general economic conditions, technological developments, changes
in consumer demand and preferences, the cost of lead and copper, the two principal raw materials used to manufacture electronic components
and fuel costs, which impacts both manufacturing and shipping. We believe that technological change within the electronics industry drives
growth as new product introductions accelerate sales and provide us with new opportunities. However, we further believe that our products are
not affected by rapidly changing technology since they represent basic elements and portable power supplies common to a wide variety of
existing electronic circuit designs. At the same time, we cannot assure you that advances and changes in technology, manufacturing processes,
and other factors will not affect the market for our products. We do however continue to stay abreast of technological advances and changes in
the electronics and portable power supply market.

                                                                         37
Industry Background


       The electronics industry covers an array of products and components, which includes semiconductors and passive/electromechanical
products and systems, computer components, portable power supplies such as batteries and related products. The electronics industry is one of
the largest industries in the United States and is growing. According to the Freedonia Group, a leading international market research firm, the
global market for batteries, non-rechargeable as well as rechargeable, is estimated at $52.6 billion in 2005 and is projected to increase 7.0%
annually through 2010 to $74 billion. According to a recent article in the New York Times, portable rechargeable batteries are expected to be a
$6.2 billion market this year and more than one billion batteries will be manufactured by some of the largest electronics companies in the world
such as Sony, Sanyo, Matsushita and Samsung. We believe that the growth of the electronics industry has been driven in part by increased
demand for new products incorporating sophisticated electronic components, such as cellular phones, laptop computers, handheld and PDA
devices, security and surveillance equipment, a variety of consumer products and appliances and many other wireless products as well as
increased utilization of electronic components in a wide range of industrial, automotive and military products. These products all require
portable battery power to function in today’s market where consumers demand productivity, portability and mobility.

       Supply chain managers have become an integral part of the electronics industry. OEMs and many small contract electronic
manufacturers that use electronic components choose to outsource their procurement, inventory and materials management processes to third
parties in order to concentrate their resources, including management, personnel costs and capital investment, on their core competencies,
which include product development and sales and marketing. Many large distribution companies not only fill these procurement and materials
management roles but further serve as a single supply source for original equipment manufacturers and contract electronic manufacturers and
retailers, offering a much broader line of products, rapid or scheduled deliveries, incremental quality control measures and more support and
supply chain management services than individual electronic component manufacturers. We believe that original equipment manufacturers and
many smaller contract electronic manufacturers and retailers will increase their dependence on distributors for these types of logistics and
supply chain management services and will continue to demand greater service and to increase quality requirements.

      We believe that the third-party logistics industry in general will continue to grow because of the following factors:

      •       Outsourcing non-core activities. Businesses are increasingly relying on third-party logistics providers for ―non-core‖ activities,
              such as sourcing and procurement, warehousing, assembling, ―kitting,‖ shipping and distribution, so as to focus on their core
              competencies. We take over the tedious tasks of sourcing and storing inventory, taking and filling orders and shipping and
              delivering to the end customer.

      •       Globalization of trade. As barriers to international trade are reduced or eliminated, businesses are increasingly sourcing their
              parts, supplies and raw materials from the most competitive suppliers throughout the world. Businesses often find themselves
              getting involved in logistical matters which they are unfamiliar with and often are faced with unforeseen added overheads and
              other logistic costs, which take away from their competitive edge and bottom-line income. We believe with continued
              globalization businesses will increasingly turn to and rely on third-party logistics providers for all their sourcing, warehousing,
              inventory management, and distribution needs. We are able to offer our services at competitive rates due to our industry
              expertise and ability to consolidate products cost-effectively for our customers.

      •       Increased competition. Increasing competition means businesses have to operate more efficiently. Third party logistics
              providers allow businesses to reduce their costs by transferring overhead. In addition, because they buy in greater quantities,
              third party logistics providers can usually get better pricing from suppliers, which they can then pass along to their customers.


      •       Increased reliance on technology. Advances in technology are placing a premium on decreased transaction time and increased
              business-to-business activity. Businesses recognize the benefits of being able to transact commerce electronically.


                                                                        38
Our Products and Services

     While we are both a logistics services provider and a distributor, the products we handle in both cases are principally the following:



     •       Batteries, battery chargers and related accessories. We are one of the leading domestic distributors of sealed, or
             ―maintenance-free,‖ lead acid (―SLA‖), absorbent glass mat and gel batteries, all of which have been designated as
             non-hazardous by the U.S. Department of Transportation. We maintain a broad inventory of various sizes of SLA batteries in
             our brands and private labeled to sell to retailers and distributors for consumer and industrial applications, and to OEMs for use
             in the manufacture and sale of technology products, such as wheelchairs, uninterruptible power supply (UPS) systems and
             security equipment. We also stock and distribute a broad range of branded and private-labeled batteries including
             nickel-cadmium, lithium, nickel metal hydride, alkaline and carbon-zinc batteries, which are used primarily in consumer
             electronic products. Our brands include the names Universal Battery, Universal, Adventure Power ® , Starter-Up, UB Scootin ® ,
             Charge N’ Start™ and UNILOK™. We currently private label our products for many large customers such as Home Depot
             Supply, RadioShack, Bass Pro, Cabela’s and others. We also stock components used in custom battery pack assembly. Finally,
             we are also an authorized Panasonic modification center that builds custom-designed battery packs comprised of Panasonic
             batteries for customers. We continue to develop new battery sizes for varying applications depending on customer and market
             needs.


             We have an expanding line of power supply inverters, battery chargers and maintainers for various applications such as
             automotive, marine, hunting, motorcycle and medical scooters.

     •       Portable power products, such as jump-starters, 12-volt power accessories and other battery-powered tools and accessories.
             Our line of jump-starters, called Starter-Up™ and Starter-Up Marine™, are portable sources of 12-volt DC power used
             primarily as emergency starting power sources on failed automobile and marine batteries. These jump-starters may be used to
             power many accessories including cellular phones, laptops and radios. Our jump-starters are sold to retailers such as
             RadioShack, Bass Pro Shop and Cabela’s. We have also added our own expanding 12-volt DC accessory line which includes
             electric auto jacks, impact wrenches, handheld vacuums, cordless air compressors, warmers/coolers, spotlights, electric mugs
             and others that plug into cigarette lighter sockets or any 12-volt DC power source.

     •       Security products, such as perimeter access controls, horns, sirens, speakers, transformers and related installation
             components. As a result of our relationship with Brinks, we carry a broad line of residential and commercial security products
             including alarm panels, perimeter access controls, transformers, sirens, horns, cabling and other related products.

     •       Electro-magnetic devices, capacitors, relays and passive electronic components. We stock and distribute electronic
             components, such as resistors carbon or metal film, capacitors of varying types and relays for use in the manufacture, repair, and
             modification of electronic equipment.

     We continue to actively review sources for new and innovative products to add to our spectrum of product offerings.

     Our logistics services include the following:


     •       Inventory sourcing and procurement. As a result of our relationship with manufacturers in the Pacific Rim, we believe we can
             effectively source products for our customers and at the same time help lower their costs. We see this as a competitive advantage
             that will help us secure long-term customer relationships. In order to accommodate the needs of our customers, we can have the
             manufacturer ship directly to them. Alternatively, we can purchase and stock inventory for a customer in our warehouse
             according to their inventory needs, and deliver to its customers as required. In this situation, we own the inventory unlike a
             traditional logistics and fulfillment provider that merely warehouses and distributes the products, while leaving the ownership of
             the inventory to the customer. We offer this value-added service in conjunction with an inventory buy-back agreement that
             protects both the customer and us should the


                                                                      39
              sourcing and procurement agreement be terminated. We believe that our ability to purchase and stock products for our customers
              is a competitive advantage that helps our customers manage their cash flows.

      •       Warehousing and distribution. We will take delivery of inventory on behalf our customers, either for their account or for our
              account, and ship out of one of our distribution centers. Our primary distribution center is located in Carrollton, Texas, a suburb
              of Dallas, which is a designated Foreign Trade Zone. We also benefit from Carrollton’s Triple Freeport Exemption from local
              tax authorities on certain inventory brought into Carrollton and then reshipped out of Texas within a specified period. This prime
              location allows easy access to national and international markets, and enables us to facilitate efficient, quick delivery and
              fulfillment of products nationwide. We also have regional logistics centers in Oklahoma City, Oklahoma, and Las Vegas,
              Nevada, which provides another distribution point to support additional and varying customer needs.


      •       Engineering design assistance, custom assembly and kitting. We offer engineering design assistance services for product lines,
              such as battery assembly systems, security and battery powered products as well as custom battery pack assembly and kitting.
              As an example, we have the ability to design and assemble custom battery packs consisting of assembled groups of batteries
              combined electrically into a single unit. These battery packs are typically used for cell phones, cordless phones, door lock and
              flashlight stick applications. For customers that require specific battery solutions for inclusion in their own products, we obtain
              the battery and necessary components and configure a new finished good unit based upon the customer’s specifications. We
              have specialized equipment such as electric welders, sonic welders, computer-aided design programs, computer-driven battery
              analyzers, battery chargers, heat-shrink ovens and strip-chart recorders to support custom assembly, design and engineering
              needs. In addition to providing the services necessary to produce battery packs, we supply materials such as wiring, connectors,
              and casings. Completed battery packs are assembled to order in nearly all instances. We add value to products and components
              by packaging them in customer specified kits or tailor-made units that are convenient for the customer to order. We may
              purchase, in bulk quantities, batteries, wiring harnesses, control panels and similar items necessary to install a residential
              security system. Each security system installation may require only one or two of the items purchased in bulk by us. As a value
              added service we will pick the small quantities of components from the bulk supply and repackage them into a single shippable
              unit for the convenience of our customer. We then market and sell the single shippable unit as a complete product to its
              customer. We provide this service to a number of our customers including Brinks.


      •       Graphic design and marketing. We offer branding, packaging design and marketing services to assist customers in bringing
              their product from development to finished product. In some instances, we will help promote and sell the finished product
              through our sales and marketing department.


      •       Disposal. As an additional value-added service to our customers, and in ensuring that we contribute to environmental
              conservation, we help coordinate pick up of all their used or ―spent‖ sealed lead acid batteries with EPA authorized haulers who
              will then deliver them to EPA authorized smelters.


Growth Strategy

       Our objective is to become a leading provider of third-party logistics services, particularly supply chain management solutions, and the
leading supplier and distributor of portable power supply products, security system components and other products. Our long-term growth
strategy includes the following:


      •       Expand our logistics and value-added services offerings. As part of our overall growth strategy, we are seeking to replicate our
              Brinks model and have begun marketing our logistics and supply chain management capabilities. We believe that one of the
              most efficient ways to attract new customers and expand relationships with existing customers is to expand our logistics service.
              To date, our focus has been on developing supply chain management services. With our logistics and supply chain expertise,
              which includes sourcing, warehousing, shipping, kitting and distribution, and our array of value-added services, we are
              identifying and aggressively pursuing new markets and new customers who are not necessarily within the scope of portable
              power, security and electronic related products. We are marketing our third party logistics and supply chain solutions to other
              markets, whether it be warehousing, inventory management and distribution of housewares, office supplies or toys. Similarly,
              through our sealed lead-

                                                                       40
    acid battery distribution, we have expanded to serve medical scooter, jet-ski, motorcycle, hunting, and marine markets. In the
    future, we may also seek to develop other logistics such as freight forwarding and shipping, customs and brokerage, real-time
    inventory pricing information, electronic order entry and rapid order processing.

•   Enhance information technology capabilities. We provide a customized web portal interface for Brinks that allows it to easily
    place orders online with access to and management of its fulfillment needs. We plan to develop similar systems for our other
    customers based on their particular needs. We believe that in the coming years an increasing number of transactions in this
    industry will be processed online. As a result, we plan to further expand the functionality and utilization of our website in such a
    way that it will become more accessible and user-friendly. In addition, we have begun to review warehouse management
    systems and related hardware, such as material handling equipment and carousels, that will enable us to improve overall supply
    chain workflow and efficiencies, increase fulfillment capacity, provide greater visibility throughout the supply chain processes
    and provide real-time data and effective decision-making.

•   Increase our product offerings. Another effective means of attracting new customers and expanding relationships with existing
    customers is to increase the number and breadth of our product offerings. Our intention is to carry new products that
    complement those already within our portfolio as well as other electronic products such as semiconductors and computer
    equipment. In addition, we may also establish a base of operations in Asia so we can further develop relationships with low-cost
    manufacturers throughout the region. We intend to expand our product lines to include a more comprehensive offering of (i)
    consumer batteries and chargers for applications such as cell phones, laptops, camcorders, digital cameras and toys, (ii) sealed
    lead-acid batteries for consumer, industrial and customized applications, (iii) battery-powered and related consumer goods, such
    as battery chargers and maintainers, jumpstarters, portable power tools and accessories, (iv) security-related access-control
    products, and (v) other new products. In order achieve this goal, we will seek to expand our relationship with existing suppliers
    and consultants, and/or forge relationships with new suppliers using our contacts throughout the Pacific Rim.

•   Identify new customers and new markets. We intend to pursue new customers and new markets through traditional sales and
    marketing activities. We believe that the trend of consolidation in the electronics industry will continue and that, as a result, new
    customers and new markets will become available to us. New markets include domestic as well as international. We currently
    serve customers in Canada, England, Ireland and Australia and we have a salesperson based in Spain. Part of our growth strategy
    is to further develop new accounts in Europe and Latin America and to establish distribution centers in strategic global locations
    to service these accounts. In addition, we have recently begun to offer many of our products at retail through our retail store
    called ―Batteries & Beyond‖ located in our Nevada regional logistics center. We are also planning to tap into the retail market by
    developing a new website for consumers. We have reserved the domain names ― www.batteriesbeyond.com ,‖ ―
    www.batteriesandbeyond.com ‖ and ― www.batteriesnbeyond.com ‖ for this purpose.


•   Develop proprietary products. We intend to develop other proprietary products synergistic to our business to build added value
    and offerings to our customers. For example, we are developing a battery data base cross referencing system that will have a
    database of all batteries, their applications, the products in which they can be used and their attributes. The different attributes of
    a battery include chemistry, category, brand, brand model, manufacturer and battery model. The system will be installed on
    free-standing kiosks in retail venues and consumers, regardless of their level of battery knowledge, will be able to search for a
    battery based on application, the product they are using or the battery attributes. The system will then identify one of our
    products that the user can either choose to purchase at the retail location if available or the user may have the option of placing
    the order at the kiosk and have the battery delivered directly to the consumer.


•   Vertical integration. We believe that the extent of our future success will depend, in part, on our ability to control our source of
    products. To that end, we are contemplating either building or purchasing a factory that manufactures batteries and that also has
    injection molding capabilities. While either option presents its own challenges and its own set of risks, we believe that having
    manufacturing capability has a number of benefits that override these risks. These benefits would include (i) reducing or, in
    some cases, even

                                                              41
              eliminating the risk of depending on an unrelated third party as the single source for our most important line of products, (ii)
              reducing our costs and improving our margins, and (iii) enabling us to expand our business by supplying other distributors. At
              the present time, we are not a party to any agreement involving building or purchasing a factory. However, we have held
              preliminary informal discussions with a representative of Hengli, our principal source of batteries, about buying that facility.
              Since we did not have the capital to purchase that factory those discussions were by necessity general in nature and inconclusive.
              At this time, we cannot say that it is likely that we will buy all or a portion of this factory. Once this offering is complete, we
              may enter into more serious and substantive discussions with this factory and/or its representative. We also plan to assess the
              different options that may be available to us, including building our own factory or purchasing an existing factory in China,
              Mexico or anywhere else. We cannot assure you that we will ever build or buy a factory. Any decision to build or buy a factory,
              whether in China or elsewhere, will be made after this offering is completed by our board of directors, a majority of whom will
              be ―independent.‖ Similarly, as discussed above, we are expanding into the retail market and we also plan to develop an online
              retail presence and enhance our e-commerce capabilities.


Quality Controls and ISO Certification


       We adhere to a quality management system that ensures that our operations are performed within the confines of increasing strictness in
quality control programs and traceability procedures. As a result, our distribution facility has successfully completed procedure and quality
audits and earned a certification under the international quality standard of ISO 9001:2000. This quality standard was established by the
International Standards Organization (ISO), created by the European Economic Community (EEC). The ISO created uniform standards of
measuring a company’s processes, traceability, procedures and quality control in order to assist and facilitate business within the EEC. This
voluntary certification is a testimony of our commitment to demonstrate our ability to consistently provide products that meet customer and
applicable regulatory requirements, and enhance customer satisfaction through the effective application of the system, including processes for
continual improvement of the system and the assurance of conformity to customer and applicable regulatory requirements.

       Product safety is a top priority for us and all of our products that have electrical or mechanical concerns are safety tested and approval
listed by UL, CUL, CSA, CE, TUV, or other standards agencies as required by and relevant to the customer’s business location. These agency
listings ensure that our products adhere to specific quality and consistency standards.

Customers


       Our customers include OEMs, contract electronic manufacturers, distributors, retailers and electronics manufacturing service providers
that serve a broad range of industries including: automotive industrial; marine; medical mobility and other medical equipment; security and
surveillance; consumer goods, electronics, appliances and other products; computers and related equipment and accessories;
telecommunications; and distributors of portable power supply units, principally batteries, that are used in a broad range of commercial and
consumer products. In total, our customer list included over 2,900 active accounts in 2005. We define an active account as anyone who has
purchased goods from us within the last two years. Our largest customer is Brinks for whom we function as a supply chain manager throughout
the United States and Canada. We purchase various components for its security systems, some of which we purchase from its designated
suppliers, pack the components and ship the packaged kits to Brinks’ branches and dealers. Brinks is our only customer that accounts for more
than 10% of our net sales. In 2005 Brinks accounted for approximately 56% of our net sales. Because of this concentration, adverse conditions
affecting this customer could have an adverse impact on our business. We expect that demand for our services and, consequently, our results of
operations will continue to be sensitive to domestic and global economic conditions and other factors we cannot directly control. As such, our
focus will remain on diversification of our product lines and service offerings and overall expansion of business with current customers and
adding new accounts through our field and global sales and marketing teams.

Sources and Availability of Products


      We purchase products from both domestic and foreign component manufacturers. In 2005, we purchased products from approximately
130 suppliers. Approximately, 68% of our 2005 purchases were from domestic


                                                                        42
suppliers and 32% were from foreign suppliers. For the first six months of 2006, approximately 63% of our purchases were from domestic
suppliers and 37% were from foreign suppliers. We do not have supply agreements with any of these sources, although Brinks has a written
agreement with HS&CE, which accounts for approximately 44% of our inventory purchases. In addition, even though we purchase 80% of our
batteries from a single source, Hengli, we believe that if that relationship was to terminate we would be able to re-source those products from
other suppliers fairly quickly, although our costs may be higher. Other than HS&CE and Hengli, we do not depend on any single source for the
products that we stock and sell.

       We have significant long-term relationships with manufacturers located in the Pacific Rim, principally China. Other suppliers are located
in Taiwan, Japan and Malaysia. These relationships, many exceeding a decade, are managed either directly by us and or indirectly through a
third-party consultant, who has extensive expertise in importing batteries, portable power accessories, and related products, particularly from
China. Through this relationship, we have the capability to effectively procure products according to customer needs including ―hard-to-find‖
items to obtain lower project and product costs and to offer a wide and expanding range of synergistic portable power solutions such as
chargers and 12-volt accessories. Under our agreement with this consultant, we pay a commission if we purchase goods from a factory that it
introduced to us. The commission is based on the total dollar value of the transaction and ranges from 3% to 6%, depending on the factory.
Approximately 30% of our product purchases are covered by this agreement, including purchases from our largest overseas supplier which
represented approximately 22% of our total product purchases and 80% of our battery purchases in 2005. Additionally, we have one domestic
supplier that provided approximately 44% of our product purchases during 2005. Substantially all products purchased from this supplier are
used to fulfill orders for Brinks.

Competition

      We compete with numerous, well-established companies, many, if not most of which are larger and have greater capital and management
resources and greater name recognition than we do. Our competitors include international, national, regional and local companies in a variety
of industries.

      One group of actual competitors includes traditional logistics service providers. The major companies in this industry include C.H.
Robinson Worldwide, Inc., EGL, Inc., Stonepath Group and UTI Worldwide, Inc. In general, these companies provide freight transportation
services but could also provide supply chain management solutions. In comparison, we do not provide freight transportation services. This
could make us a less attractive alternative to some potential customers. However, we do engage a freight forwarding company to work with us
on consolidating and securing price competitive freight transportation services.

     Second, in the logistics business we also compete directly with the large overnight shipping companies, such as UPS, FedEx and DHL
who have to begun to market themselves as supply chain management service providers.

      Third, in the distribution business, we compete with battery and other electronic component distributors, such as Interstate Batteries, MK
Battery, Dantona, Arrow Electronics, Avnet, WESCO International, Jaco Electronics and All American Semiconductor. Companies like Arrow
Electronics, Avnet, WESCO, Jaco and All-American also have multiple product lines and many also provide supply chain management
services. Over the past five years this industry has experienced rapid consolidation driven in part, we believe, by the advances in online
capabilities and the availability of more precise supply chain software and systems. While we do not believe that we have the capital resources
to compete directly with these companies, we do believe that as a smaller company we can be more opportunistic in terms of developing niche
markets and in terms of responding to customer needs, market changes and other trends.

       Finally, we are increasingly finding that manufacturers, particularly foreign manufacturers, are competing against us, marketing and
selling their products directly to original equipment manufacturers, distributors and retailers, importers, brokers and e-commerce companies.
Foreign manufacturers, particularly those located in low-cost jurisdictions such as Latin America and Asia, generally have a price advantage
but are less knowledgeable about the domestic market and lack the infrastructure to properly serve the market.


      We compete primarily on the basis of price, inventory availability, flexibility, scope of services, quality of products and services,
delivery time and customer relationships. As such, our ability to remain competitive will largely depend on our ability to (i) continue to source
products cheaply and efficiently, (ii) develop new and

                                                                       43
alternative sources that are comparable in terms of price and quality, and (iii) anticipate and respond to customer demands and preferences and
trends affecting the industry, such as new product introductions and pricing strategies, consumer and demographic trends, international,
national, regional and local economic conditions including those affecting prices of raw materials and shipping.

       We believe we can differentiate ourselves from other logistics companies in our overall knowledge, experience and understanding of the
electronics industry and the market for portable power and related products and in our existing supply-side relationships, which include direct
relationships with factories and relationships with factory representatives. We further believe that our most important competitive advantages
include the following:


      •       Well-established sourcing contacts . We have long-standing relationships with manufacturers in the Pacific Rim, principally
              China. Also, we were one of the first authorized distributors of Panasonic batteries in the United States. We also have
              long-standing relationships with independent third-parties who have extensive contact with manufacturers throughout Asia. We
              believe that we can bring additional value to our customers by locating alternate suppliers of the same product of comparable
              quality at significantly lower prices.

      •       Key customer relationships . Over the last two years we have had over 2,900 customers, from sole proprietors and small
              businesses to many large, well-known national, regional and local distributors and retailers. Our customers include Brinks,
              RadioShack, Bass Pro Shops, Cabela’s, Pride Mobility, The Scooter Store, Protection One, Home Depot Supply, the U.S. Navy,
              and GE Security.


      •       Extensive inventory permits prompt response to customer needs . We stock a broad range of products according to customer
              and seasonal needs. With almost $20 million of inventory on hand at any given time, covering 75 classes of products and more
              than 2,200 SKU’s, we can satisfy most customer demands immediately. Up to 50% or more of our inventory at any particular
              time may consist of products that we are required to carry under our agreement with Brinks.


      •       National distribution . Our primary logistics center and warehouse facility is located in Carrollton, Texas, part of the Dallas
              metroplex area. We also have regional logistics centers in Oklahoma City, Oklahoma, and Las Vegas, Nevada. The Nevada
              facility also houses our ―Batteries & Beyond‖ retail store.

      •       Value-added services . We offer value-added services not commonly provided by other third-party logistics or supply chain
              service providers, such as sourcing, custom kitting, battery pack assembly, product development, private labeling, and
              coordinating customers with licensed, EPA approved handlers for their battery recycling needs. Also, we were one of the first
              authorized Panasonic modification centers in the United States. Unlike traditional third party logistics providers that usually only
              take possession of a customer’s inventory, we actually purchase and stock the inventory for our clients. In a conventional service
              relationship, the customer purchases the goods from the supplier and directs the supplier to deliver the goods to the logistics
              company, which then packs and ships the goods to the end-user. We would similarly look to reduce our exposure with new
              logistics customers through guaranteed buy-backs, letters of credit or other techniques, although we cannot assure you that any
              potential customers would be amenable to such an arrangement.

      •       Broad industry experience; experienced management and support professionals . We have been in business for almost 40
              years and have extensive knowledge of our markets and products. Our chief executive officer, Randy Hardin, has been in the
              battery distribution business for over 20 years. We also have a dedicated and experienced management team coupled with an
              excellent support staff.

      •       Reputation for quality . Since our inception, we have built a reputation based on the quality of our products, the timeliness of
              our deliveries and our responsiveness to customer demands. We believe that our commitment to customer satisfaction and our
              sourcing expertise have helped us in the industry as a premier supplier of batteries and other portable power products and related
              accessories. We have had ISO 9001:2000 certification since October 2003. In addition, we ensure that we obtain safety
              approvals on our products where required by one or more of the following agencies: UL, CUL, CSA, CE and TUV.

                                                                       44
Marketing and Sales

       We employ a total of 33 in marketing, sales and sales support to actively pursue new business opportunities and retain and grow existing
accounts. We also engage 41 outside sales representatives. We use a variety of techniques to market our products including: (i) direct
marketing through personal visits to customers by management, field sales people and sales representatives supported by a staff of inside sales
personnel who handle quoting, accepting, processing and administration of sales orders; (ii) general advertising, sales referrals and marketing
support from component manufacturers; (iii) telemarketing; (iv) active participation in industry tradeshows throughout the year; and (v) our
website. We have undertaken minimal advertising in trade publications, though we foresee pursuing more advertising avenues including direct
mail, additional trade and magazine publications and online advertising.

       Our sales organization continues to be one of our differentiating factors in the marketplace. Our senior management supports our sales
people with an active and targeted selling approach. Our managers are responsible for customer service and the daily execution of customer
requirements focusing on a level of service that we believe will exceed our customers’ expectations. This includes proactively managing
existing customer requirements as well as coordinating and communicating customer requirements. Our managers are empowered to make
decisions to support our customers.


       Customer retention and strengthening current relationships to participate in new business opportunities is important to us, and we
emphasize this throughout our organization. Our logistics revenues continue to be a critical part of our revenue base and we will continue to
market, design and execute supply chain management solutions aimed at reducing our customers’ delivery costs and strengthening our
customer alliances. For instance, we have a dedicated customer service team to handle Brinks’ daily service matters, to ensure focused support
and continued customer satisfaction. We continue to emphasize the development of national and global accounts while aggressively targeting
local accounts where we can leverage our array of services. The larger, more complex accounts typically have many requirements ranging from
very detailed standard operating and product approval procedures to customized information technology integration requirements. We believe
our consistent growth, cost optimization and adaptability to customer needs has enabled us to more effectively compete for and obtain many
new accounts.

Intellectual Property

      We own a number of trademarks, trade names, service marks and service names that we use, some of which are registered. These marks
and names include the following: Starter-Up™, UB Scootin ® , Adventure Power ® , Batteries & Beyond™, Charge N’ Start™, UNILOK™,
Let Us Power You™ and UPG™. We believe that these marks are important and have helped us develop a brand identity in certain markets
and in connection with certain products. In addition, we also rely on trade secrets and other proprietary information regarding customers and
suppliers, which we try to protect through the use of confidentiality and non-competition agreements.


       We have a patent-pending on a battery cross-reference system and method that enables users of all levels of knowledge to search for a
battery, based on different attributes of a battery. The different attributes of a battery include its chemistry, category, brand of category, brand
model, manufacturer and battery model. This concept will be housed in a stand-alone kiosk setting, and our objective is to place these kiosks at
retailers. This store within a store concept will enable consumers to browse a comprehensive battery cross-reference database and cross
applications of other brands to one of our batteries. The system will then allow the consumer to either locate the product within that retail
location, or choose to order the product from the kiosk and have the battery delivered to his or her home. We believe that this patent will help
us gain new business at retailers and at the same time, offer retailers a competitive advantage and a value-added service.

Technology

      Our information technology infrastructure is designed to facilitate a distributed operations business model with backend servers for a
more centralized and efficient management environment. This infrastructure hosts a true 32-bit client/server Enterprise Resource Planning
(ERP) software application (SYSPRO™) on Microsoft ® Windows platform, where most of the daily business activities/transactions are
processed. SYSPRO™ is a fully integrated solution that gives us complete control over the planning and management of all facets of our
operations,

                                                                         45
including assembly, distribution and accounting. Each function is then broken into several modules but all within the same ERP system.
Assembly is supported by these modules: (i) bill of material and (ii) work in progress. Distribution is supported by the following modules: (i)
inventory control, (ii) purchasing, (iii) sales, (iv) returns and (v) point of sales. Accounting is supported by the following modules: (i) accounts
receivable, (ii) accounts payable, (iii) general ledger, (iv) cash book and (v) fixed assets. Additionally, the recent deployment of SYSPRO™
Customer Relations Management software (CRM) has allowed us to better track and manage all customer and supplier touch points.
SYSPRO™ CRM enables sales, marketing, engineering and customer support operations to work collaboratively while providing a complete
and transparent view of all records and correspondences.

      With access to easy-to-view real-time information, SYSPRO™ gives us the ability to respond rapidly to changing circumstances, react
quickly to customer demands, and reduce operating costs through streamlined processes. Additionally, SYSPRO™’s ability to integrate with
other ―best-of-breed‖ solutions, such as warehouse management systems, transportation management systems and electronic data interface
systems, easily extends control to our entire supply chain. The modular nature of SYSPRO™ allows us to select those functions needed to
increase operational control and effectiveness while avoiding unnecessary expense.

       As a result of increasing advances in technology, we recognize that our computer and communication systems need to be continuously
upgraded and enhanced if we are to remain competitive. For instance, in an effort to anticipate and meet the increasing demands of customers
and suppliers and to maintain ―state-of-the-art‖ capabilities, we have identified the need for a true warehouse management system (WMS) and
related hardware such as material handling equipment (MHE) and carousels. MHE may include conveyors, sorters, weigh-in motion scales, and
other components. Successfully implementing these solutions would help us meet today’s fulfillment challenges and adapt for tomorrow’s
challenges. We have begun to review various WMS and MHE solutions and a portion of the proceeds of this offering is earmarked to pay for
developing or purchasing and installing such a system and purchasing such equipment. By implementing ―best-of-breed‖ WMS and MHE
solutions, we aim to improve on the following areas of our operations:


      •        intelligent work direction (radio frequency (RF) directed processes);

      •        improve pick efficiency;

      •        avoid costly mistakes;

      •        improve overall workflow;

      •        accurate real-time inventory to facilitate better decision-making;

      •        detailed audit trail;

      •        better visibility throughout our supply chain processes;

      •        automatic monitoring and reporting of quality measures;

      •        ability to effectively and efficiently perform third-party logistics functions such as activity based billing by customer, automatic
               order inputs, custom pick tickets, packing slips and shipping labels per owner; and

      •        increase overall facility throughput.

      We cannot assure you, however, that any upgrades that have been made or that will be made in the future will result in increased sales or
reduced operating costs or increased customer satisfaction.

      We own the majority of the equipment used in our design and assembly operations. We own the computer hardware and software
required for our accounting, sales and inventory functions and the office furniture and equipment as necessary to operate our business. This
equipment consists of readily available items and can be replaced without significant cost or disruption to business activities.

Warranties

       We offer warranties of various lengths on most of our products. These warranties range from as little as 90 days to as long as three years.
In addition, we pass along the manufacturer’s warranty, if any. In most cases, there is no manufacturer’s warranty. The most notable exception
is products purchased for Brinks, some of which have

                                                                          46
a manufacturer’s warranty that extends for up to five years. Our warranty is only for defects in the product. In the event a productive is
defective, our only recourse is to return it the manufacturer and demand a credit against future purchases. To date, we have only had minimal
warranty claims asserted against us.

Government Regulation and Environmental Matters

       Except for usual and customary business licenses, permits and regulations, our business is not subject to governmental regulations or
approvals. We believe that we comply with all relevant federal, state and local environmental regulations and do not expect to incur any
significant costs to maintain compliance with such regulations in the foreseeable future. Failure to comply with the applicable regulations or to
maintain required permits or licenses could result in substantial fines or revocation of our permits or authorities. We cannot give assurance as to
the degree or cost of future regulations on our business.


       All of our sealed lead-acid batteries are non-hazardous Class 60 batteries, and therefore are not subject to laws, rules and regulations that
deal with the handling of hazardous materials. However, we do offer to our customers as a value-added service, coordination of used sealed
lead-acid battery pick up by EPA authorized haulers to dispose of the used batteries at EPA authorized smelters. Our lithium batteries are
designated as Class 9 or hazardous. We ensure that we work with manufacturers certified in handling and packaging these batteries in
compliance with laws, rules or regulations that deal with handling of hazardous materials that relate to Class 9. When the lithium batteries
arrive at our facility, they are warehoused in a separate area, and shipped out to customers as needed. We do not make any modifications to
lithium batteries or their packaging.

Property

       Our executive offices and principal logistics center are located at 1720 Hayden Drive, Carrollton, Texas where we lease approximately
150,000 square feet. The lease expires December 31, 2009 and the monthly rent is currently approximately $37,000, including basic rent and
additional charges for operating expenses. The space is sufficient for our current needs. However, in order to accommodate our anticipated
growth, we believe that we may need to expand our principal distribution center and warehouse facility within six to 12 months following this
offering.

      On April 30, 2003, we entered into a lease agreement for approximately 5,000 square feet of retail and warehouse space in Oklahoma
City, Oklahoma. We are leasing this space for approximately $1,500 per month. The lease expires July 31, 2008.

      We entered into a lease agreement for approximately 9,550 square feet of retail and warehouse space in Las Vegas, Nevada. We are
leasing this space for approximately $9,550 per month. The lease was effective as of January 1, 2006 and expires December 31, 2008.

Employees

       As of June 30, 2006, we had a total of 65 employees, of which 57 people are based in our Texas facility, four were based in each of our
regional logistics centers in Oklahoma City, Oklahoma and Las Vegas, Nevada. We have four senior executives, 33 marketing, sales and sales
support personnel (including the employees in our regional logistics centers), 13 information technology, accounting, administrative and
purchasing personnel, five engineering and packing personnel and 10 people in our warehouse and shipping department. All of our employees
are full-time. We do not have collective bargaining agreements with respect to any of our employees. We have not experienced any work
stoppages and consider our relations with employees to be good.

Legal Proceedings

      Energizer Holdings, Inc. and Eveready Battery Company, Inc. (collectively ―Eveready‖) have initiated legal proceedings against us and
over 20 other respondents relating to the manufacture, importation and sale of certain alkaline batteries alleged to infringe U.S. Patent No.
5,464,709. Eveready is seeking a general exclusion order with respect to future importation of these batteries. We have denied infringement and
have been vigorously defending this action. The International Trade Commission ruled against Eveready and the matter was appealed to the
United States Court of Appeals for the Federal Circuit. On January 25, 2006, the Federal Circuit reversed

                                                                         47
the Commission’s holding of invalidity and has remanded for further proceedings based on its construction of Eveready’s patent. The parties
are waiting for the International Trade Commission to rule on the issue of whether the investigation should be terminated. For more
information, see In re Certain Zero-Mercury-Added Alkaline Batteries, Parts Thereof and Products Containing Same, Investigation No.
337-TA-493, in the United States International Trade Commission.


       In September of 2005, A.J. Gilson, a former sales representative, filed an action in the District Court of Dallas County, Texas, against
Zunicom and us, claiming damages for breach of contract in the amount of $430,722 and all reasonable and necessary attorney fees. The
plaintiff is alleging that we failed to pay him sales commissions to which he is entitled. We are defending ourselves and consider the claim
without merit. We do not expect the final resolution of this claim to have a material adverse effect on our financial position. However,
depending on the amount and timing of an unfavorable resolution against us, or the costs of settlement or litigation, our future results of
operations or cash flows could be materially adversely affected.

                                                                        48
                                                                MANAGEMENT

Executive Officers and Directors


      The names, ages and titles of our executive officers and directors, as of October 1, 2006, are as follows:

                Name                      Age                           Positions

    William Tan                           63         Chairman of the board
    Randy Hardin                          46         Chief executive officer, President and Director
    Ian Colin Edmonds                     34         Chief operating officer and Director
    Julie Sansom-Reese                    43         Chief financial officer and Treasurer
    Mimi Tan                              32         Vice president business development and marketing and Secretary
    Leslie Bernhard                       62         Director Nominee (1)
    Marvin I. Haas                        64         Director Nominee (1)
    Garland P. Asher                      62         Director Nominee (1)
    Robert M. Gutkowski                   58         Director Nominee (1)



(1) The Director-Nominees will take office on the date of this prospectus.


       WILLIAM TAN has been chairman of the Board since January 1999. He has served as the chairman of Zunicom, our corporate parent,
since February 1997 and of AlphaNet since October 1999. Mr. Tan’s principal business has been private investments. Mr. Tan has been active
as an entrepreneur in the fields of finance, general insurance, property development and management. He has held senior executive positions in
a number of financing, insurance, textile, property development and related businesses. Mr. Tan is the father of Mimi Tan and the father-in-law
of Ian Edmonds.

       RANDY HARDIN has been our president since October 1996 and was appointed chief executive officer in January 1999. He has also
been a director since January 1999. Mr. Hardin was appointed as director of AlphaNet in September 2001. From 1982 to 1991 Mr. Hardin was
employed at Interstate Batteries. From 1991 to 1996, Mr. Hardin was the National Sales Manager of MK Battery, Inc., a distributor of sealed
batteries. Mr. Hardin is a graduate of Texas A&M University where he received a Bachelor of Arts in Political Science in 1982.

      IAN COLIN EDMONDS has been a director since January 1999 and our chief operating officer since May 2002. He is responsible for
overall operations, corporate finance, M&A and planning activities, and risk management. Since July 1997 Mr. Edmonds has also served as a
director and an officer of Zunicom. From July 1997 through March 2003 he was a vice president and since April 2003 he has also been the
executive vice president of Zunicom. Since October 1999 he has also been a director of AlphaNet. Mr. Edmonds holds a Bachelors Degree in
Marketing with a Minor in Statistics from the University of Denver. Mr. Edmonds is the husband of Mimi Tan and the son-in-law of William
Tan.

       JULIE SANSOM-REESE has been employed by us since 1986. She was appointed as our chief financial officer in 1991. She was named
interim chief financial officer of Zunicom in November 1999. In November 2000, Ms. Sansom-Reese assumed this role on a permanent basis.
Since October 2003, Ms. Sansom-Reese also served as chief financial officer of AlphaNet. Ms. Sansom-Reese earned a Bachelor of Arts in
Business from Texas Tech University in May 1986.

       MIMI TAN was appointed as our corporate secretary in February 1998 and as our vice president of business development & marketing
in May 2002. Her responsibilities include new business development and projects, corporate marketing and overall branding strategies. She has
also seved as Zunicom’s director of operations and corporate secretary since February 1998 and as AlphaNet’s corporate secretary since
October 1999. Ms. Tan graduated cum laude from the University of Denver in November 1996 with a Bachelor’s Degree in Marketing and a
Minor in Statistics. She is the daughter of William Tan and the wife of Ian Edmonds.

      Once this offering is completed, Mr. Edmonds, Ms. Tan and Ms. Sansom-Reese will resign as officers of Zunicom and AlphaNet. Mr.
Tan and Mr. Edmonds will continue as directors of Zunicom and Mr. Tan, Mr. Edmonds and Mr. Hardin will continue as directors of
AlphaNet.

                                                                       49
     None of Messrs. Tan, Hardin and Edmonds is ―independent‖ as required under the rules and regulations that apply to a company listed on
the American Stock Exchange. However, it is our intent that the Director-Nominees will be ―independent‖.

Director-Nominees

      LESLIE BERNHARD, is a co-founder of AdStar, Inc. (Nasdaq: ADST), provider of technology services to the newspaper classified
advertising industry. She has been a director of AdStar since its inception in 1986 and its President and Chief Executive Officer since 1991.
Ms. Bernhard also serves on the board of directors of Milestone Scientific, Inc., (OTCBB: MLSS.OB): a developer and manufacturer of
medical and dental equipment. Ms. Bernhard holds a B.S. degree from St. John’s University.

      MARVIN HAAS, served as president and chief executive officer of Chock Full O’Nuts Corporation (NYSE: CHF) from 1993 through
1999 when Chock was sold to Sara Lee Corporation. Since his retirement from Chock Full O’Nuts, Mr. Haas has been a private investor. Mr.
Haas received a B.A. from Northeastern University and an MBA from its Graduate School of Business.

       GARLAND P. ASHER is the founder and principal of G. Parker Holdings, Inc., which specializes in financial consulting and investment
management services. In addition, from September 1999 through June 2004, Mr. Asher was the President and Chief Operating Officer of
Integration Concepts, Inc., a software development company. From 1991 through 1992 he was the Chief Financial Officer of Intelligent
Electronics, Inc., a distributor of personal computers, and from 1986 through 1991 he was the Chief Financial Officer of Intertan, Inc. and
electronics retailer. Mr. Asher is currently serving on the City of Fort Worth audit committee. Mr. Asher is a certified financial analyst and
received an MBA in International Finance from the Wharton School of Commerce and Finance, University of Pennsylvania in May 1970.

       ROBERT M. GUTKOWSKI is the founder, president and chief executive officer of Marketing Group International, a provider of
consulting services to businesses in the sports and entertainment industries. He advised the New York Yankees in regard to the creation of the
YES Network, a regional sports and entertainment network. He previously served as chief executive officer of the Marquee Group, Inc., a
worldwide sports and entertainment firm that managed, produced and marketed sports and entertainment events and provided representation for
athletes, entertainers and broadcasters. From 1991 until 1994, he was President of Madison Square Garden, Inc. where he was responsible for
the operations of the New York Knickerbockers basketball team, the New York Rangers hockey club and MSB Communications, which
included the MSG Television Network. Mr. Gutkowski was a member of the Board of Directors of EuroTrust A/S, (Nasdaq: EURO) from May
2004 through May 2006.

       Under our bylaws, the Board must consist of a minimum of three and a maximum of 11 directors. Following this offering, the Board will
have seven members. Directors are elected annually at the annual meeting of shareholders to hold office for one year or until their successors
are duly elected and qualified. We have not yet set the date for the first annual meeting of shareholders following this offering. Board vacancies
resulting from resignations, retirements, removals or newly created seats resulting from an increase in the number of directors, may be filled by
a majority vote of the directors then in office, even if less than a quorum or by the sole remaining director. The executive officers are appointed
by the Board and serve at its discretion.

Committees of the Board of Directors

    The Board has established three standing committees: an Audit Committee, a Compensation Committee and a Corporate Governance and
Nominating Committee. Each committee will be made up entirely of independent directors.

       Audit Committee. The Audit Committee oversees our accounting and financial reporting processes, internal systems of accounting and
financial controls, relationships with auditors and audits of financial statements. Specifically, the Audit Committee’s responsibilities include
the following:


       •       selecting, hiring and terminating our independent auditors;

       •       evaluating the qualifications, independence and performance of our independent auditors;

       •       approving the audit and non-audit services to be performed by the independent auditors;

       •       reviewing the design, implementation and adequacy and effectiveness of our internal controls and critical policies;

       •       overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements
               as they relate to our financial statements and other accounting matters;

       •       with management and our independent auditors, reviewing any earnings announcements and other public announcements
               regarding our results of operations; and

       •       preparing the report that the Securities and Exchange Commission requires in our annual proxy statement.
      Following this offering, Garland P. Asher will be chairman of the Audit Committee and the other members of the Audit Committee will
be Robert M. Gutkowski and Leslie Bernhard. The Board has determined that Garland P. Asher is an ―audit committee financial expert,‖ as that
term is defined in Item 401(h) of

                                                                    50
Regulation S-K, and ―independent‖ for purposes of Nasdaq listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934.

      Compensation Committee. The Compensation Committee assists the Board in determining the development plans and compensation of
our officers, directors and employees. Specific responsibilities include the following:


       •       approving the compensation and benefits of our executive officers;

       •       reviewing the performance objectives and actual performance of our officers; and

       •       administering our stock option and other equity and incentive compensation plans.

    Following this offering, the chairman of the Compensation Committee will be Marvin I. Haas and the other members of the
Compensation Committee will be Leslie Bernhard and Garland P. Asher.

       Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee assists the Board by
identifying and recommending individuals qualified to become members of the Board, reviewing correspondence from our shareholders and
establishing and overseeing our corporate governance guidelines. Specific responsibilities include the following:


       •       evaluating the composition, size and governance of our Board and its committees and making recommendations regarding future
               planning and the appointment of directors to our committees;

       •       establishing a policy for considering shareholder nominees to our Board;

       •       reviewing our corporate governance principles and making recommendations to the Board regarding possible changes; and

       •       reviewing and monitoring compliance of our code of ethics and insider trading policy.

    Following this offering, the chairman of the Corporate Governance and Nominating Committee will be Leslie Bernhard and the other
members of the committee will be Marvin I. Haas and Robert M. Gutkowski.

       As of the date of this prospectus, we have adopted a Code of Ethics that applies to our principal executive officer, principal financial
officer and other persons performing similar functions, as well as all of our other employees and directors. This Code of Ethics will be posted
on our website at www.upgi.com .

Compensation of Directors

      Once this offering is effective, our ―independent‖ directors will receive an annual fee of $5,000, payable in equal quarterly installments,
and $500 plus reimbursement for actual out-of-pocket expenses in connection with each board meeting attended in person or $200 for each
board meeting attended telephonically. In addition, the chairman of the audit committee will receive an annual fee of $1,000, payable in equal
quarterly installments, and each Committee member will receive $500 plus reimbursements for all out-of-pocket expenses they incur for each
committee meeting they attend in person or $200 for each committee meeting attended telephonically, unless the committee meeting
immediately follows or precedes a board meeting, in which case he will receive $200 for attending in person or $100 for attending
telephonically.

Executive Compensation

      Summary compensation. The following table sets forth information regarding compensation awarded to, earned by, or paid to our chief
executive officer and our other most highly compensated executive officers whose compensation exceeded $100,000 in 2005 for all services
rendered to us in all capacities during the last three completed fiscal years.

                                                                        51
                                                        Summary Compensation Table


Name and Principal                                                                                                                  Other
Position                                                                                Year        Salary(1)        Bonus       Compensation

Randy Hardin,                                                                           2005      $ 203,077      $ 135,243      $      20,971 (2)
Chief Executive Officer and President                                                   2004      $ 207,692      $ 171,819      $      21,145 (2)
                                                                                        2003      $ 200,000      $ 152,338      $      25,751 (2)

Ian C. Edmonds,                                                                         2005      $ 143,077      $    30,000    $      21,909 (2)
Chief Operating Officer                                                                 2004      $ 145,384      $    17,000    $      21,965 (2)
                                                                                        2003      $ 160,417      $    14,000    $      19,812 (2)

Mimi Tan,                                                                               2005      $ 115,523      $    28,000    $       4,896 (3)
Vice President of Business                                                              2004      $ 116,261      $    16,400    $       4,953 (3)
Development and Marketing and Secretary                                                 2003      $ 116,277      $    16,400    $       2,160 (3)


(1)     Does not reflect $36,000 and $32,000 paid by Zunicom to Ian Edmonds and Mimi Tan, respectively, for services rendered to Zunicom.

(2)     Car lease, medical insurance and long-term disability insurance payments.

(3)     Medical and long-term disability insurance payments.

Cash Bonus Plan

       Historically, the Board has allocated 20% of our annual pre-tax income to a cash bonus pool that is allocated among all of our employees
provided we achieve a targeted pre-tax income amount set by the Board. Half of this amount is paid to our chief executive officer, Randy
Hardin, pursuant to his employment agreement. Targeted pre-tax income is net income less taxes and management fees. The Board determines
the targeted pre-tax income amount based on our historical performance and financial forecasts prepared by management. For 2005, the
targeted pre-tax income amount was $1.3 million and for 2006, it is $2.4 million.

Options Held by Named Executives

      None of our executive officers held any options as of December 31, 2005. In connection with this offering, we plan to grant options to
our executive officers and other key employees covering 1,250,000 shares of our common stock, approximately 25% of our issued and
outstanding shares after completion of the offering. The planned option grants will include grants covering 475,000 shares to Randy Hardin and
356,250 shares to each of William Tan and Ian Edmonds, all of which will be exercisable at the initial public offering price of the shares
offered under this prospectus.

Stock Option Plan

       In _____, 2006, we adopted and our shareholders approved and ratified our 2006 Stock Option Plan, the purpose of which is to attract
and retain the personnel necessary for our success. The 2006 Stock Option Plan gives the Board the ability to provide incentives through grants
of stock options, restricted stock awards and other types of equity-based incentive compensation awards to our key employees, consultants and
directors (other than directors that are not compensated for their time by us or receive only a director’s fee). After this offering is completed,
the plan will be administered by the Compensation Committee. Except as may otherwise be provided in the plan, the Compensation Committee
will have complete authority and discretion to determine the terms of awards.

       A total of 1,250,000 shares of our common stock, representing 25% of the total number of shares issued and outstanding immediately
after this offering without taking into account any shares that may be issued upon exercise of the over-allotment option, are reserved for
issuance under the plan. If an award expires or terminates unexercised or is forfeited to us, or shares covered by an award are used to fully or
partially pay the exercise price of an option granted under the plan or shares are retained by us to satisfy tax withholding obligations in
connection with an option exercise or the vesting of another award, those shares will become available for further awards under the plan.

                                                                        52
      The 2006 Stock Option Plan authorizes the granting of options, including options that satisfy the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended. The Compensation Committee will determine the period of time during which a stock option may
be exercised, as well as any vesting schedule, except that no stock option may be exercised more than 10 years after its date of grant. The
exercise price for shares of our common stock covered by an incentive stock option cannot be less than the fair market value of our common
stock on the date of grant; provided that that exercise of an incentive stock option granted to an eligible employee that owns more than 10% of
the voting power of all classes of our capital stock must be at least 110% of the fair market value of our common stock on the date of grant. The
aggregate fair market value of shares subject to an incentive stock option exercisable for the first time by an option holder may not exceed
$100,000 in any calendar year.

       The plan also authorizes the grant of restricted stock awards on terms and conditions established by the Compensation Committee. The
terms and conditions will include the designation of a restriction period during which the shares are not transferable and are subject to
forfeiture.


      The Board may terminate the plan without shareholder approval or ratification at any time. Unless sooner terminated, the plan will
terminate in ___________, 2016. The Board may also amend the plan, provided that no amendment will be effective without approval of our
shareholders if shareholder approval is required to satisfy any applicable statutory or regulatory requirements.

Employment Agreements


       We have entered into an employment agreement with Ian Edmonds, effective as of the date of this offering and expiring December 31,
2009. Under the agreement, Mr. Edmonds will continue to serve as our Chief Operating Officer. After the expiration of the term, the
employment agreement continues on a month-to-month basis with the same terms and conditions. Under the agreement, Mr. Edmonds will
receive a base salary of $186,000, which may be increased from time to time at the discretion of the Board. In addition, Mr. Edmonds is
eligible for an incentive bonus to be paid annually, determined solely by the Board at the end of each year, and is entitled to receive options to
purchase such number of shares as shall equal 7.5% of the number of our issued and outstanding shares immediately after this offering is
completed. The employment agreement with Mr. Edmonds allows for severance compensation in the event a third party purchases substantially
all the assets of the business, or if we choose to end the contract without ―cause‖. The severance compensation is for a twelve month period at
the then current salary plus continued coverage of any medical and health benefits, and any incentive bonus as determined by the Board. In
addition, if Mr. Edmonds dies or is incapacitated during the term of this agreement the severance provisions are eligible for himself or his
designated beneficiaries as the case may be. Mr. Edmonds is bound by confidentiality and non-compete provisions of the agreement.

       We have entered into an employment agreement with Randy Hardin, effective as of the date of this offering and expiring on December
31, 2009. Under the agreement, Mr. Hardin will continue to serve as our President and Chief Executive Officer. After the expiration of the
term, the employment agreement continues on a month-to-month basis with the same terms and conditions. Under the agreement, Mr. Hardin
will receive a base salary of $210,000, which may be increased from time to time at the discretion of the Board. In addition, Mr. Hardin is
entitled to receive annual incentive bonuses equal to 10% of our pre-tax income for that year, provided that our pre-tax income for that year
exceeds a targeted amount previously established by the Board. However, in no event may the bonus exceed $650,000 for 2007, $750,000 for
2008 and $850,000 for 2009. Mr. Hardin is also entitled to receive options to purchase such number of shares as shall equal 10% of the number
of our shares actually issued and outstanding immediately after this offering. The employment agreement with Mr. Hardin allows for severance
compensation in the event a third party purchases all or substantially all of our assets or if we choose to end the contract without ―cause‖. The
severance compensation is for a twelve month period at the then current salary plus continued coverage of any medical and health benefits, and
any incentive bonus as determined by the Board. In addition if Mr. Hardin dies or is incapacitated during the term of the agreement the
severance provisions are eligible for himself or his designated beneficiaries as the case may be. Mr. Hardin is bound by confidentiality and
non-compete provisions of the agreement.

      We have entered into a three-year employment agreement with Mimi Tan, effective as of the date of this offering and expiring December
31, 2009. Under the agreement, Ms. Tan will continue to serve as our Vice President of Business Development and Marketing as well as our
Corporate Secretary. The employment agreement

                                                                       53
automatically renews month-to-month with the same terms and conditions. Under the agreement, Ms. Tan will receive a base salary of
$153,700, which may be increased from time to time at the discretion of the Board. In addition, Ms. Tan is eligible for an incentive bonus to be
paid annually, determined solely by the Board at the end of each year. The employment agreement with Ms. Tan allows for severance
compensation in the event a third party purchases substantially all the assets of the business, or if we choose to end the contract without
―cause‖. The severance compensation is for a twelve month period at the then current salary plus continued coverage of any medical and health
benefits, and any incentive bonus as determined by the Board. In addition, if Ms. Tan dies or is incapacitated during the term of this agreement,
the severance provisions are eligible for herself or her designated beneficiaries as the case may be. Ms. Tan is bound by confidentiality and
non-compete provisions of the agreement.

      We have not entered into any other employment agreements.

401(k) Plan

      We established and continue to maintain a 401(k) and Profit-Sharing Plan intended to qualify under sections 401(a) and 401(k) of the
Internal Revenue Code of 1986, as amended. All of our employees who are at least 18 years of age are eligible to participate in the plan. There
is no minimum service requirement to participate in the plan. Under the plan, an eligible employee can elect to defer a minimum from 1% to
85% of his salary. We may, at our sole discretion, contribute and allocate to a plan participant’s account, a percentage of the plan participant’s
contribution. We have not made any contributions to this plan.

Indemnification and Limitations of Directors’ Liability

       Our amended and restated articles of incorporation provide generally that we shall indemnify and hold harmless each of our directors and
executive officers and may indemnify any other person acting on our behalf in connection with any actual or threatened action, proceeding or
investigation, subject to limited exceptions. For example, we will not indemnify any person from or against expenses, liabilities, judgments,
fines, penalties or other payments resulting from:


       •       an administrative proceeding in which civil money penalties are imposed by an appropriate regulatory agency; or

       •       other matters for which the person is determined to be liable for willful or intentional misconduct in the performance of his or
               her duty to the corporation, unless and only to the extent that a court shall determine indemnification to be fair despite the
               adjudication of liability.

       Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons pursuant to our amended and restated articles of incorporation, bylaws and the Texas Business Corporation Law, we have been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.


        In addition, to the extent that indemnification for liabilities arising under the Securities Act of 1933, may be permitted to our directors,
officers and controlling persons, we have been advised that, in the opinion of the Securities and Exchange Commission, this indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Limitation of Liability


       Our amended and restated articles of incorporation limit the personal liability of our directors and officers in actions brought on our
behalf or on behalf of our shareholders for monetary damages as a result of a director’s or officer’s acts or omissions while acting in a capacity
as a director or officer, with certain exceptions. Consistent with the Texas Business Corporation Act, our amended and restated articles of
incorporation do not limit the personal liability of our directors and officers in connection with:


       •       a breach of a director’s duty of loyalty to the corporation or its shareholders;


                                                                         54
       •       an act or omission not in good faith that constitutes a breach of the duty of the director to the corporation or an act or omission
               that involves intentional misconduct or a knowing violation of the law;

       •       a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within
               the scope of the director’s office; or

       •       an act or omission for which the liability of a director is expressly provided for by statute.


       Our amended and restated articles of incorporation also contain a provision that, in the event that Texas law is amended in the future to
authorize corporate action further eliminating or limiting the personal liability of directors or eliminating or limiting the personal liability of
officers, the liability of a director or officer of the corporation will be eliminated or limited to the fullest extent permitted by law. Our amended
and restated articles of incorporation do not eliminate or limit our right or the right of our shareholders to seek injunctive or other equitable
relief not involving monetary damages.

                                                                         55
                                CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS


From January 1, 2003 through June 30, 2006, we engaged in the following related party transactions:


      •       We have distributed an aggregate of approximately $3.6 million to Zunicom, including management fees of $1.6 million and
              dividends of $2.0 million. The management fees, payable at the rate of $40,000 per month, were $480,000 in 2003, $440,000 in
              2004, $480,000 in 2005 and $240,000 in 2006. The management fee is intended to reimburse Zunicom for various services it
              performs and costs it incurs on our behalf. The services Zunicom performs includes accounting, tax preparation and shareholder
              and investor relations. Some of the costs Zunicom incurs on our behalf include personnel costs, audit fees, legal fees and filing
              fees. In 2003, we declared and paid a cash dividend of $566,850. In 2004, we declared a cash dividend of $185,000. In 2005, we
              declared cash dividends of $966,671 and paid dividends of $882,491. In 2006, through June 30th, we declared cash dividends of
              $620,000 and paid dividends of $545,180. At June 30, 2006, we had declared but unpaid dividends due to Zunicom of $344,000,
              which will be paid as described in the paragraph below. In addition, immediately before the date of this prospectus, we declared
              a $2 million dividend payable to Zunicom. The dividend will be evidenced by a promissory note, which will bear interest at the
              right of 6% per annum and will be payable over a four-year period beginning one year and one day after the date of this
              prospectus. The note is prepayable out of the net proceeds we realize from the sale of the shares covered by the over-allotment
              option.

      •       At June 30, 2006 we owed Zunicom approximately $3.5 million, reflecting the tax benefit of the consolidated losses used to
              offset our taxable income, declared but unpaid dividends and miscellaneous expenses. Zunicom has agreed to reduce this amount
              by $300,000 and to convert approximately $2.8 million of the balance to a long-term liability payable approximately $175,000
              per quarter over a four-year period beginning one year and one day after the date of this prospectus with interest accruing at 6%
              per annum from the date of this prospectus. If (i) Zunicom sells AlphaNet or all or substantially all of AlphaNet’s assets, (ii)
              AlphaNet ceases to be engaged in any trade or business or (iii) AlphaNet, voluntarily or involuntarily, seeks protection under the
              bankruptcy laws (each a ―Trigger Event‖), then the entire balance then due on the note, including principal and accrued interest,
              will be due and payable one year and one day following the Trigger Event, unless the Trigger Event occurs in the fifth year of
              the note, in which case such amounts shall be immediately due and payable. The balance of the payable, approximately
              $344,000, representing declared but unpaid dividends and other miscellaneous amounts, was paid in September 2006.

      •       At June 30, 2006, AlphaNet owed us approximately $177,000, which amount is being assigned to Zunicom as part of a partial
              payment of a current payable to Zunicom. AlphaNet is considered a related party as it is also a wholly-owned subsidiary of
              Zunicom. The amounts owed relate to various costs we paid on behalf of AlphaNet, including insurance, accounting, and other
              operating costs. The balance owed to us has never exceeded $177,000 and does not bear interest.

       The Board has adopted a resolution that, in the future, any transactions between us and another person or entity who is deemed to be an
―affiliate‖ or a related party must be approved by a majority of our disinterested directors.

                                                                      56
                                                PRINCIPAL AND SELLING SHAREHOLDERS

       The following table sets forth information regarding the beneficial ownership of our common shares as of the date of this prospectus by
the following:



       •        the selling shareholder;

       •        each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of
                common stock;

       •        each of our directors and director nominees;

       •        each executive officer named in the Summary Compensation Table above; and

       •        all of our directors and executive officers as a group.


       The table below takes into account (i) the increase in our authorized capitalization to 50,000,000 shares of common stock, par value $.01
per share and 5,000,000 shares of preferred stock, par value $.01 per share and (ii) a 6.07404258-for-1 stock split effected on October 25, 2006,
converting the 493,905 shares of common stock previously outstanding into 3,000,000 shares. The table below does not take into account any
shares of common stock sold as a result of the exercise of the underwriters’ over-allotment option. Except as otherwise indicated, the persons
listed below have sole voting and investment power with respect to all of the shares owned by them. The individual shareholders have
furnished all information concerning their respective beneficial ownership to us.

                                                                      Shares Beneficially                               Shares Beneficially
                                                                            Owned                                             Owned
                                                                      Prior to Offering(2)                               After Offering(2)


                                                                                                       Shares
                                                                                                        Being
                                                                                                       Offered


Name of Beneficial Owner(1)                                         Number             Percent(3)                    Number            Percent(3)

Zunicom, Inc.(4)                                                    3,000,000                100.0 %   1,000,000      2,000,000               40.0 %
William Tan(5)                                                      3,000,000                100.0 %           0      2,356,250               44.0 %
Randy Hardin(6)                                                            —                    —              0        475,000                8.7 %
Ian Edmonds(7)                                                      3,000,000                100.0 %           0      2,356,250               44.0 %
Mimi Tan(8)                                                                —                    —              0             —                  —
Julie Sansom-Reese                                                         —                    —              0             —                  —
Leslie Bernhard(9)                                                         —                    —              0             —                  —
Marvin I. Haas(9)                                                          —                    —              0             —                  —
                                                                           —                    —              0             —                  —
                                                                           —                    —              0             —                  —
All directors, director nominees and executive officers
  as a group (9) persons(10)                                        3,000,000                100.0 %                  3,187,500               51.5 %



*Less than 1%


(1)     Unless indicated otherwise, all addresses are c/o Universal Power Group, 1720 Hayden Road, Carrollton, Texas 75006.


(2)     According to the rules and regulations of the Securities and Exchange Commission, shares that a person has a right to acquire within 60
        days of the date of this prospectus are deemed to be outstanding for the purpose of computing the percentage ownership of that person
        but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
(3)    Based on 3,000,000 shares issued and outstanding immediately before this offering and 5,000,000 shares issued and outstanding
       immediately after this offering.


(4)    Selling stockholder.


(5)    Shares beneficially owned prior to and after the offering includes the shares owned by Zunicom over which Mr. Tan has voting and
       investment power. Shares beneficially owned after the offering also includes 356,250 shares underlying options that are currently
       exercisable at a price equal to the initial public offering of the shares sold in this offering.

(6)    Includes 475,000 shares underlying options that are currently exercisable at a price equal to the initial public offering of the shares sold
       in this offering.

(7)    Shares beneficially owned prior to and after the offering includes the shares owned by Zunicom over which Mr. Edmonds has voting
       and investment power. Shares beneficially owned after the offering includes 356,250 shares underlying options that are currently
       exercisable at a price equal to the initial public offering of the shares sold in this offering.

(8)    Ms. Tan is the wife of Ian Edmonds and daughter of William Tan. Ms. Tan disclaims ownership of any shares owned beneficially by
       Mr. Edmonds.

(9)    Director-nominee.

(10)   According to the rules and regulations of the Securities and Exchange Commission, where more than one beneficial owner is listed for
       the same securities, in computing the aggregate number of shares owned by directors and officers as a group, the same shares are not
       counted more than once.


                                                                        57
                                                       DESCRIPTION OF SECURITIES


       As of the date of this prospectus, our authorized capital stock consists of 50,000,000 shares of common stock, par value $.01 per share
and 5,000,000 shares of undesignated preferred stock, par value $.01 per share. After this offering, we will have 5,000,000 shares of common
stock issued and outstanding (5,300,000 shares if the over-allotment option is exercised in full) and no shares of preferred stock issued and
outstanding. Immediately before this offering is effective, we will have 3,000,000 shares of common stock outstanding held of record by one
shareholder. The following description summarizes the most important terms of our capital stock. Because it is only a summary, it does not
contain all the information that may be important to you. For a complete description, you should refer to our amended and restated articles of
incorporation and our bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part and to the
provisions of Texas law.

Common Stock


        Subject to the rights specifically granted to holders of any shares of our preferred stock we may issue in the future, holders of our
common stock are entitled to vote together as a class on all matters submitted to a vote of our shareholders and are entitled to any dividends
that may be declared by our board of directors. Holders of our common stock do not have cumulative voting rights. Upon our dissolution,
liquidation or winding up, holders of our common stock are entitled to share ratably in our net assets after payment or provision for all
liabilities and any preferential liquidation rights of any shares of our preferred stock we may issue in the future. Holders of our common stock
have no preemptive rights to purchase shares of our common stock. The issued and outstanding shares of our common stock are not subject to
any redemption provisions and are not convertible into any other shares of our capital stock. All outstanding shares of our common stock are,
upon payment therefore, fully paid and non-assessable. The rights, preferences and privileges of holders of our common stock will be subject to
those of the holders of any shares of our preferred stock we may issue in the future.

Preferred Stock


      Our authorized capital includes 5,000,000 shares of undesignated preferred stock par value $.01 per share.

       Under our amended and restated articles of incorporation, the Board has the authority, without further action by the shareholders, to issue
from time to time shares of preferred stock in one or more series. The Board may fix the number of shares, designations, preferences, powers
and other special rights of each series of the preferred stock. The issuance of preferred stock could decrease the amount of earnings and assets
available for distribution to holders of common stock, affect adversely the rights and powers, including voting rights, of the holders of common
stock, or have the effect of delaying, deferring or preventing a change in control in us. The rights and preferences may include, but are not
limited to:


      •       the title of the preferred stock;

      •       the maximum number of shares of the series;

      •       the dividend rate or the method of calculating the dividend, the date from which dividends will accrue and whether dividends
              will be cumulative;

      •       any liquidation preference;

      •       any redemption provisions;

      •       any sinking fund or other provisions that would obligate us to redeem or purchase the preferred stock;

      •       any terms for the conversion or exchange of the preferred stock for other securities of us or any other entity;

      •       any voting rights; and

      •       any other preferences and relative, participating, optional or other special rights or any qualifications, limitations or restrictions
              on the rights of the shares.

                                                                         58
      In some cases, the issuance of preferred stock could delay or discourage a change in control of us. Any shares of preferred stock we issue
will be fully paid and nonassessable. We do not have any outstanding shares of preferred stock at the date of this prospectus.

Authorized but Unissued Shares

      The authorized but unissued shares of common stock and preferred stock are available for future issuance without shareholder approval.
These additional shares may be utilized for a variety of corporate purposes, including future public or private offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued common or preferred stock could render
more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


       The Texas Business Corporation Act provides generally that the affirmative vote of two-thirds of the shares entitled to vote on any matter
is required to amend a corporation’s articles of incorporation, unless the corporation’s articles of incorporation requires a lower percentage, but
not less than a majority. Our amended and restated articles of incorporation do not impose any supermajority vote requirements.

Transfer Agent, Warrant Agent and Registrar


      The transfer agent, warrant agent and registrar for our common stock will be Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive
South, Suite 430, Denver, Colorado 80209.

                                                                        59
                                                  SHARES ELIGIBLE FOR FUTURE SALE


      After this offering is completed we expect to have 5,000,000 shares of common stock outstanding (5,300,000 shares if the underwriters’
over-allotment is exercised in full). Of these shares, the 3,000,000 shares of common stock issued in this offering (3,450,000 shares if the
over-allotment option is exercised in full) will be freely tradable without restrictions or further registration under the Securities Act of 1933,
except that any shares purchased by our ―affiliates,‖ as that term is defined under the Securities Act, may generally only be sold in compliance
with the limitations of Rule 144 under the Securities Act.

       The remaining 2,000,000 (1,850,000 if the over-allotment option is excercised in full) outstanding shares of common stock will be
restricted securities within the meaning of Rule 144 and may not be sold in the absence of registration under the Securities Act unless an
exemption from registration is available, including the exemption from registration offered by Rule 144. The holders of these shares have
agreed not to sell or otherwise dispose of any of their shares of common stock for a period of one year after completion of this offering, without
the prior written consent of Ladenburg Thalmann & Co. Inc. (―Ladenburg‖), the managing underwriter of this offering, except that sales or
transfers may be made in private transactions which are exempt from registration under the Securities Act, if the proposed purchaser or
transferee agrees to be bound by the provisions hereof. After the expiration of the lock-up period, or earlier with the prior written consent of
Ladenburg, all of the outstanding restricted shares may be sold in the public market pursuant to Rule 144.

       Without taking into account the lock-up agreements, all of the shares of restricted common stock would be eligible for sale under Rule
144 90 days after the date of this prospectus. In general, under Rule 144, as currently in effect, beginning 90 days after the date of this
prospectus, a person who has beneficially owned restricted shares for at least one year, including a person who may be deemed to be our
affiliate, may sell within any three-month period a number of shares of common stock that does not exceed a specified maximum number of
shares. This maximum is equal to the greater of 1% of the then outstanding shares of our common stock or the average weekly trading volume
in the common stock during the four calendar weeks immediately preceding the sale. Sales under Rule 144 are also subject to restrictions
relating to manner of sale, notice and availability of current public information about us. In addition, under Rule 144(k) of the Securities Act, a
person who is not our affiliate, has not been an affiliate of ours within three months prior to the sale and has beneficially owned shares for at
least two years would be entitled to sell such shares immediately without regard to volume limitations, manner of sale provisions, notice or
other requirements of Rule 144.

Representatives’ Warrants


       In connection with this offering, we have agreed to sell to Ladenburg and Wunderlich Securities, Inc. (―Wunderlich‖), the representatives
of the underwriters, collectively, warrants to purchase up to 345,000 shares of our common stock at a price equal to [120% of the initial public
offering price per share as set forth on the cover page of this prospectus] (the ―Representatives’ Warrants‖). The Representatives’ Warrants are
exercisable at any time beginning 180 days after the effective date of this offering until the fifth anniversary of the effective date. The warrants
contain cashless exercise provisions and anti-dilution provisions. In the event a holder of the warrants elects the cashless exercise option, the
value of our stock will calculated using the volume weighted average price of our stock over the 20-day trading period ending on the trading
date immediately before the exercise date. Neither the Representatives’ Warrants nor the underlying shares may be sold, transferred, assigned,
pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective
economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness of the offering,
except to any underwriter participating in the offering and its officers or partners, and only if all securities so transferred remain subject to the
180-day lock-up restriction for the remainder of the lock-up period.

                                                                         60
                                                                UNDERWRITING


       The underwriters of this offering, for whom Ladenburg and Wunderlich are the representatives, have agreed on the terms and are subject
to the conditions of the underwriting agreement, to purchase from us and from Zunicom, and we and Zunicom have agreed to sell to the
underwriters, all of the shares issued in this offering as follows:

                                                                                                                            Shares of Common
                                                                                                                                  Stock

Ladenburg Thalmann & Co. Inc.
Wunderlich Securities, Inc.


Total:



      In this offering, we will sell 2,000,000 shares of our common stock and Zunicom will sell 1,000,000 shares of our common stock that it
owns. The underwriters are committed severally to purchase and pay for all of the shares on a ―firm commitment‖ basis if they purchase any
shares. The underwriters have advised us that they propose to offer the shares to the public at the initial public offering price set forth on the
cover page of this prospectus for which they will receive a commission equal to _% of the selling price for the shares.

       We and Zunicom have also granted an option to the underwriters, exercisable during the 45-day period from the effective date of the
registration statement, to purchase up to an aggregate of 450,000 additional shares at the public offering price set forth on the cover page of this
prospectus, less the underwriting discount, for the sole purpose of covering over-allotments. Of these shares, the first 300,000 sold will be for
our account and the balance will be sold for Zunicom’s account.

       We have agreed to pay to Ladenburg a non-accountable expense allowance of _% of the aggregate public offering price of all shares
sold, excluding any shares sold pursuant to the underwriters’ over-allotment option. To date, we have paid $25,000 against this
non-accountable expense allowance. If this offering is terminated, the advance will be applied against actual expenses, with the balance, if any,
returned to us.

         We have applied to the American Stock Exchange to have our shares listed for trading on the Amex.

Indemnification

      The underwriting agreement provides that we will indemnify the underwriters against certain liabilities that may be incurred in
connection with this offering, including liabilities under the Securities Act of 1933, or to contribute payments that the underwriters may be
required to make in respect thereof.

Electronic Delivery


       One or more of the underwriters participating in this offering may make prospectuses available in electronic (PDF) format. A prospectus
in electronic format may be made available on the web sites maintained by one or more of the underwriters or syndicate members, if any,
participating in this offering, and one or more of the underwriters participating in this offering may distribute such prospectuses electronically.
Other than the prospectuses being made available in electronic (PDF) format, the underwriters do not intend to use any other forms of
prospectuses in electronic format, such as CD ROMS or videos. The representative may agree to allocate a number of shares to underwriters
and selling group members for sale to their own online brokerage account holders. Internet distributions will be allocated to underwriters and
selling group members that will make Internet distributions on the same basis as other allocations.

Stabilization and Short Positions

    In connection with this offering, the underwriters may engage in transactions that stabilize, maintain, or otherwise affect the price of our
common stock. Specifically, the underwriters may over-allot in connection with

                                                                        61
this offering by selling more shares than are set forth on the cover page of this prospectus. This creates a short position in our common stock
for the underwriter’s own account. The short position may be either a covered short position or a naked short position. In a covered short
position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the
over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment
option. To close out a short position or to stabilize the price of our common stock, the underwriter may bid for, and purchase, common stock in
the open market. The underwriters may also elect to reduce any short position by exercising all or part of the over-allotment option. In
determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the
underwriter sells more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by
buying shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that there could be
downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the
offering.

        The underwriters may also impose a penalty bid. This occurs when a particular underwriter or dealer repays selling concessions allowed
to it for distributing our common stock in this offering because the underwriter repurchases that stock in stabilizing or short covering
transactions.

       Finally, the underwriters may bid for, and purchase, shares of our common stock in market making transactions. These activities may
stabilize or maintain the market price of our common stock at a price that is higher than the price that might otherwise exist in the absence of
these activities. The underwriter is not required to engage in these activities, and may discontinue any of these activities at any time without
notice. These transactions may be effected on the American Stock Exchange or otherwise.

Warrants


       In connection with the offering, we have agreed to sell to Ladenburg and Wunderlich, for nominal consideration, warrants entitling them
or their assigns, to purchase, in the aggregate, up to 345,000 shares of our common stock at a price equal to [120% of the public offering price
per share]. These warrants are exercisable at any time beginning 180 days after the effective date of the offering until ____ __, 2011 and will
contain cashless exercise provisions and anti-dilution provisions as are acceptable to Ladenburg and Wunderlich. In the event a holder of the
warrants elects the cashless exercise option, the value of our stock will be calculated using the volume weighted average price of our stock over
the 20-day trading period ending on the trading date immediately before the exercise date. The warrants have been deemed compensation by
the NASD and are therefore subject to a 180-day lockup pursuant to Rule 2710(g)(1) of the NASD Conduct Rules.

Rule 144 Sales


       We have agreed that, during the two year period following the effective date of the Registration Statement, Ladenburg shall have the
right to purchase for its account or to sell for the account of any person who was a shareholder prior to the date of this prospectus and who
owns, immediately after this offering is completed, at least 1.0% of our outstanding shares of common stock any securities sold pursuant to
Rule 144 under the Securities Act of 1933. Each of these people has agreed to give notice to Ladenburg of its intent to offer for sale of any
shares of common stock. Ladenburg will have 48 hours excluding Saturdays, Sundays and holidays when the New York Stock Exchange is
closed to make an offer for the entire number of shares covered by the notice. Assuming that Ladenburg makes such an offer within 48 hours,
the 144 seller will have 48 hours to sell the entire number of shares through or to another broker-dealer for the net price which is better than the
price offered by Ladenburg. If it does so, then Ladenburg will have no rights to purchase for its account or sell for the account of the 144 Seller
the shares covered by the notice.

Determination of Offering Price

      Prior to the offering, there was no public market for our common stock. The initial public offering of our shares was based upon
negotiations between the underwriters and us and the factors considered in determining the initial public offering price were:

                                                                        62
      •       the valuation multiples of publicly traded logistics and supply chain management service companies that the underwriters
              believe to be comparable to us;

      •       our historical financial information and an assessment of our future cash flows, revenue and earnings;

      •       the history of, and the prospects for, our company and the electronics; and

      •       the underwriters’ assessment of our management based upon our past operations and performance.

                                                               LEGAL MATTERS

      The validity of the common shares offered by this prospectus will be passed upon for us by Morse, Zelnick, Rose & Lander LLP, New
York, New York. Patton Boggs LLP, Dallas, Texas, will pass upon certain matters for the underwriters named in this prospectus in connection
with this offering.

                                                                    EXPERTS

       KBA Group LLP, an independent registered public accounting firm, has audited financial statements as of and for the years ended
December 31, 2003, 2004 and 2005 as set forth in their reports. We have included these financial statements in this prospectus, and in the
registration statement, of which this prospectus is a part, in reliance on KBA’s reports, given on their authority as experts in accounting and
auditing.

                                             WHERE YOU CAN FIND MORE INFORMATION

       In connection with the units offered by this prospectus, we have filed a registration statement on Form S-1 under the Securities Act with
the Securities and Exchange Commission. This prospectus, filed as part of the registration statement, does not contain all of the information
included in the registration statement and the accompanying exhibits. For further information with respect to our units, shares and warrants, and
us you should refer to the registration statement and the accompanying exhibits. Statements contained in this prospectus regarding the contents
of any contract or any other document are not necessarily complete, and you should refer to the copy of the contract or other document filed as
an exhibit to the registration statement, each statement being qualified in all respects by the actual contents of the contract or other document
referred to. You may inspect a copy of the registration statement and the accompanying exhibits without charge at the Securities and Exchange
Commission’s public reference facilities, Room 1580, 100 F Street, N.E., Washington, D.C. 20549, and at its regional offices located at 233
Broadway, 16th Floor, New York, New York 10279, and you may obtain copies of all or any part of the registration statement from those
offices for a fee. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange
Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains registration statements, reports,
proxy and information statements and other information regarding registrants that file electronically. The address of the site is
http://www.sec.gov .

     We intend to furnish our shareholders with annual reports containing financial statements audited by an independent registered public
accounting firm.

                                                                        63
                                                 UNIVERSAL POWER GROUP, INC.

                                                INDEX TO FINANCIAL STATEMENTS

                                                                                                                            Page

Report of Independent Registered Public Accounting Firm                                                                     F-2

Financial Statements

Balance Sheets at December 31, 2004, 2005 and June 30, 2006 (unaudited)                                                     F-3

Statements of Income for the years ended December 31, 2003, 2004, and 2005 and for the periods ended June 30, 2005 and
  2006 (unaudited)                                                                                                          F-5

Statement of Shareholder’s Equity for the years ended December 31, 2003, 2004, and 2005 and for the period ended June 30,
  2006 (unaudited)                                                                                                          F-6

Statements of Cash Flows for the years ended December 31, 2003, 2004, and 2005 and for the periods ended June 30, 2005
  and 2006 (unaudited)                                                                                                      F-7

Notes to Financial Statements                                                                                               F-9

                                                                   F-1
                               REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
Universal Power Group, Inc.

      We have audited the accompanying balance sheets of Universal Power Group, Inc. (the ―Company‖) as of December 31, 2004 and 2005
and the related statements of income, shareholder’s equity, and cash flows for each of the years in the three-year period ended December 31,
2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.

      We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. The Company is not required to have nor were we engaged to perform, audits of its internal control over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Universal Power
Group, Inc., as of December 31, 2004 and 2005, and the results of its operations and its cash flows for each of the years in the three-year period
ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

/s/KBA GROUP LLP
Dallas, Texas
February 24, 2006, except for Note D to which the date is April 18, 2006

                                                                       F-2
                                                   UNIVERSAL POWER GROUP, INC.

                                                             BALANCE SHEETS

                                                                   ASSETS

                                                                                                   December 31,
                                                                                                                                      June 30,
                                                                                            2004                   2005                2006

                                                                                                                                     (Unaudited)
CURRENT ASSETS
 Cash and cash equivalents                                                            $       135,949       $       176,295      $        677,528
 Accounts receivable:
   Trade, net of allowance for doubtful accounts of $196,502, $200,002 and
     $230,002                                                                               7,348,488              8,405,089            9,782,770
   Other (including $63,888, $121,086 and $176,526 from related party)                        312,661                235,305              265,446

  Inventories – finished goods, net of allowance for obsolescence of $263,313,
    $150,715 and $240,715                                                                 13,253,171              19,110,278          17,048,260
  Current deferred tax asset                                                                 173,337                 187,300             300,387
  Prepaid expenses and other current assets                                                  392,044                 606,281             417,327


      Total current assets                                                                21,615,650              28,720,548          28,491,718

PROPERTY AND EQUIPMENT
 Machinery and equipment                                                                      422,111               557,683               564,099
 Furniture and fixtures                                                                       207,314               239,639               280,612
 Leasehold improvements                                                                       175,364               181,232               188,691
 Vehicles                                                                                     140,676               151,597               151,598

                                                                                              945,465              1,130,151            1,185,000
  Less accumulated depreciation and amortization                                             (495,379 )             (633,356 )           (714,415 )


      Net property and equipment                                                              450,086               496,795               470,585

OTHER ASSETS                                                                                   37,647                 34,923               33,073


TOTAL ASSETS                                                                          $   22,103,383        $     29,252,266     $    28,995,376


                                   The accompanying notes are an integral part of these financial statements.

                                                                      F-3
                                                   UNIVERSAL POWER GROUP, INC.

                                                      BALANCE SHEETS (Continued)

                                             LIABILITIES AND SHAREHOLDER’S EQUITY

                                                                                                 December 31,
                                                                                                                                  June 30,
                                                                                          2004                   2005              2006

                                                                                                                                 (Unaudited)
CURRENT LIABILITIES
 Line of credit                                                                     $     8,526,903       $      9,261,435   $    12,673,963
 Accounts payable                                                                         7,082,274             12,387,887         7,453,482
 Accrued liabilities                                                                        165,340                224,151           698,231
 Due to parent (including $1,689,267, $2,500,749 and $3,131,429 for income
   taxes)                                                                                 1,874,267              2,769,929          3,480,112
 Current portion of capital lease obligations                                                20,977                 20,977             21,557
 Current portion of deferred rent                                                            39,901                 42,637             46,296


      Total current liabilities                                                          17,709,662             24,707,016        24,373,641

CAPITAL LEASE OBLIGATIONS, less current portion                                              46,307                25,339              14,411
NON-CURRENT DEFERRED TAX LIABILITY                                                           37,464                53,728              60,894
DEFERRED RENT, less current portion                                                         221,942               210,510             196,849


      Total liabilities                                                                  18,015,375             24,996,593        24,645,795

COMMITMENTS AND CONTINGENCIES

SHAREHOLDER’S EQUITY
 Common stock - $0.01 par value, 4,000,000 shares authorized, 493,905
   shares issued and outstanding                                                              4,939                  4,939              4,939
 Additional paid-in capital                                                               3,847,658              3,847,658          3,847,658
 Retained earnings                                                                          235,411                403,076            496,984


      Total shareholder’s equity                                                          4,088,008              4,255,673          4,349,581


TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY                                          $    22,103,383       $     29,252,266   $    28,995,376


                                   The accompanying notes are an integral part of these financial statements.

                                                                      F-4
                                                 UNIVERSAL POWER GROUP, INC.

                                                         STATEMENTS OF INCOME

                                                                 Year Ended December 31,                           Six Months Ended June 30,

                                                  2003                     2004                2005               2005                   2006

                                                                                                                         (Unaudited)
Net sales                                   $    58,669,741         $     67,159,545       $   81,275,175     $   37,848,809      $     44,244,799
Cost of sales                                    49,564,588               58,355,712           70,960,235         33,091,289            38,046,168

Gross profit                                      9,105,153                8,803,833           10,314,940          4,757,520             6,198,631
Operating expenses (including $480,000,
 $440,000, $480,000, $240,000 and
 $240,000 to parent)                              7,191,613                7,568,134            7,888,475          3,756,857             4,565,973

Operating income                                  1,913,540                1,235,699            2,426,465          1,000,663             1,632,658
Other income (expense)
  Interest expense                                 (310,504 )               (445,860 )           (490,096 )         (220,152 )            (402,754 )
  Interest income                                       371                    3,092                1,599              1,598                 8,763
  Other, net                                            (30 )                (48,133 )             10,151                 —                     —

      Total other expense                          (310,163 )               (490,901 )           (478,346 )         (218,554 )            (393,991 )


Income before provision for income taxes          1,603,377                  744,798            1,948,119            782,109             1,238,667
Provision for income taxes                         (684,850 )               (347,139 )           (813,783 )         (334,201 )            (524,759 )

Net income                                  $       918,527         $          397,659     $    1,134,336     $     447,908       $        713,908

Net income per share                        $             1.86      $             0.81     $          2.30    $          0.91     $             1.45

Weighted average shares outstanding                 493,905                    493,905           493,905            493,905                493,905


                                 The accompanying notes are an integral part of these financial statements.

                                                                         F-5
                                                 UNIVERSAL POWER GROUP, INC.

                                            STATEMENT OF SHAREHOLDER’S EQUITY

                                                                                         Additional           Retained
                                                                                          Paid-in             Earnings
                                                           Common Stock                   Capital             (Deficit)


                                                      Shares            Amount                                                   Total

Balances at January 1, 2003                            493,905      $      4,939     $     3,847,658      $     (329,195 )   $   3,523,402
Dividends declared                                          —                 —                   —             (566,580 )        (566,580 )
Net income for 2003                                         —                 —                   —              918,527           918,527

Balances at December 31, 2003                          493,905             4,939           3,847,658              22,752         3,875,349
Dividends declared                                          —                 —                   —             (185,000 )        (185,000 )
Net income for 2004                                         —                 —                   —              397,659           397,659

Balances at December 31, 2004                          493,905             4,939           3,847,658             235,411         4,088,008
Dividends declared                                          —                 —                   —             (966,671 )        (966,671 )
Net income for 2005                                         —                 —                   —            1,134,336         1,134,336

Balances at December 31, 2005                          493,905             4,939           3,847,658             403,076         4,255,673
Dividends declared                                          —                 —                   —             (620,000 )        (620,000 )
Net income for six months ended June 30, 2006
  (unaudited)                                                  —                 —                    —          713,908          713,908

Balances at June 30, 2006 (unaudited)                  493,905      $      4,939     $     3,847,658      $      496,984     $   4,349,581


                                 The accompanying notes are an integral part of these financial statements.

                                                                    F-6
                                                  UNIVERSAL POWER GROUP, INC.

                                                      STATEMENTS OF CASH FLOWS

                                                                 Year Ended December 31,                          Six Months Ended June 30,

                                                        2003                2004               2005               2005                 2006

                                                                                                                         (Unaudited)
CASH FLOWS FROM OPERATING
 ACTIVITIES
Net income                                        $      918,527      $       397,659      $   1,134,336      $     447,908      $       713,908
Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
 Depreciation and amortization of property
    and equipment                                        109,580              130,852            137,978             68,117               81,059
 Provision for bad debts                                 276,126              173,744             48,187             71,890               63,745
 Provision for obsolete inventory                         36,680               90,000             55,962            116,000               90,000
 Deferred income taxes                                   (28,076 )            (54,275 )            2,301            (38,712 )           (105,921 )
 Loss on disposal of property and equipment                   —                25,909                962                962                   —
 Change in operating assets and liabilities:
    Accounts receivable – trade                          (444,138 )           (970,143 )       (1,104,788 )       (1,813,884 )         (1,441,426 )
    Accounts receivable – other                            83,811             (179,404 )           77,356            105,100              (30,141 )
    Inventories                                        (2,813,520 )         (2,824,793 )       (5,913,069 )         (529,325 )          1,972,018
    Prepaid expenses and other current assets              (5,317 )            137,492           (214,237 )          (89,079 )            188,954
    Other assets                                           28,526               12,055              2,724                 —                 1,850
    Accounts payable                                    1,161,615           (1,305,087 )        5,305,613           (484,184 )         (4,934,405 )
    Accrued liabilities                                   934,750              510,544             58,811          1,067,532              474,080
    Due to parent                                         789,131              277,747            811,482            372,913              635,363
    Deferred rent                                              —               127,204             (8,696 )           (4,347 )            (10,002 )

Net cash provided by (used in) operating
 activities                                             1,047,695           (3,450,496 )         394,922           (709,109 )          (2,300,918 )
CASH FLOWS FROM INVESTING
 ACTIVITIES
 Purchase of property and equipment                       (37,140 )          (114,259 )         (185,649 )           (67,824 )            (54,849 )
CASH FLOWS FROM FINANCING
 ACTIVITIES
 Net activity on line of credit                          (284,440 )         3,274,593            734,532          1,148,644            3,412,528
 Payments on capital lease obligations                    (17,209 )           (24,726 )          (20,968 )          (10,921 )            (10,348 )
 Payment of dividends to parent                          (566,580 )                —            (882,491 )         (335,000 )           (545,180 )

Net cash provided by (used in) financing
 activities                                              (868,229 )         3,249,867           (168,927 )          802,723            2,857,000

NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                                    142,326             (314,888 )            40,346             25,790             501,233
Cash and cash equivalents at beginning of
 period                                                  308,511              450,837            135,949            135,949              176,295

Cash and cash equivalents at end of period        $      450,837      $       135,949      $     176,295      $     161,739      $       677,528


                                  The accompanying notes are an integral part of these financial statements.

                                                                      F-7
                                                 UNIVERSAL POWER GROUP, INC.

                                           STATEMENTS OF CASH FLOWS (Continued)

                                                                     Year Ended December 31,                      Six Months Ended June 30,

                                                             2003              2004                2005           2005                 2006

                                                                                                                         (Unaudited)
SUPPLEMENTAL DISCLOSURES
 Income taxes paid                                      $      39,286     $      76,880        $     74,243   $      47,000      $       74,250

 Interest paid                                          $     310,504     $     445,860        $   490,096    $    220,152       $     402,754

SUPPLEMENTAL SCHEDULE OF NONCASH
 INVESTING AND FINANCING ACTIVITIES
 Acquisition of property and equipment through
   capital lease                                        $      21,244     $      28,960        $          —   $           —      $            —

 Capitalized lease incentives                           $           —     $     134,639        $          —   $           —      $            —

 Dividends due to parent                                $           —     $     185,000        $   269,180    $    239,491       $     344,000


                                The accompanying notes are an integral part of these financial statements.

                                                                    F-8
                                                     UNIVERSAL POWER GROUP, INC.

                                                   NOTES TO FINANCIAL STATEMENTS

NOTE A. ORGANIZATION AND BASIS OF PRESENTATION

Organization

       Universal Power Group, Inc. (the ―Company‖), a Texas corporation, is a wholly-owned subsidiary of Zunicom, Inc. (―Zunicom‖). The
Company is a distributor and supplier to a diverse and growing range of industries of portable power and related synergistic products, a
provider of third-party fulfillment and logistics services and a custom battery pack assembler. The Company’s primary logistics center is
located in Carrollton, Texas and regional logistic centers are located in Oklahoma City, Oklahoma and Las Vegas, Nevada. The Company’s
customers are primarily located in the United States. However, a small portion of the Company’s sales are to customers located in the United
Kingdom, Australia, Ireland and Canada. The Company’s growth strategy is to further develop new business in Europe and Latin America and
to establish logistics centers in strategic domestic and global locations to service these accounts.

Unaudited Interim Financial Information

       The interim financial information as of June 30, 2006 and for the six months ended June 30, 2005 and 2006 are unaudited. This
unaudited interim financial information has been prepared in accordance with accounting principles generally accepted in the United States. In
the opinion of the Company’s management, the unaudited interim financial information includes all adjustments which are of a normal
recurring nature and are necessary for a fair presentation of the financial position and results of operations for the periods presented. Results for
the six months ended June 30, 2006 are not necessarily indicative of results to be expected for the year ending December 31, 2006.

NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

      The Company considers all unrestricted highly-liquid investments with original maturities of three months or less to be cash and cash
equivalents.

Accounts Receivable

      Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains allowances for doubtful
accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following
factors when determining the collectibility of specific customer accounts: customer credit-worthiness, past transaction history with the
customer, current economic industry trends, and changes in customer payment terms. If the financial condition of the Company’s customers
were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management’s
assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance.
Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation
allowance and a credit to accounts receivable.

Inventories

      Inventories consist of finished goods, primarily of batteries and security products related to the Company’s third party fulfillment
services and materials used in the assembly of batteries into ―packs‖. All items are stated at the lower of cost, determined using the average cost
method by specific part, or market. The Company performs periodic evaluations, based upon business trends, to specifically identify obsolete,
slow moving and non-salable inventory. Inventory allowances are evaluated periodically to ensure they reflect current business trends.

      The Company is a significant supplier for Brink’s Home Security, Inc. (―Brinks‖). Brinks requires the Company to maintain certain
inventory levels at all times. Inventory held related to the Company’s relationship with Brinks, primarily security products, totaled
approximately $5,800,000, $8,500,000 and $9,700,000,

                                                                        F-9
                                                     UNIVERSAL POWER GROUP, INC.

                                            NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

respectively, at December 31, 2004, December 31, 2005 and June 30, 2006. Brinks is obligated to purchase from the Company any and all
remaining inventory held by the Company pursuant to an agreement with Brinks (including inventory in transit) and pay any applicable
cancellation fees to the manufacturer upon termination of the relationship.

Property and Equipment

       Property and equipment are carried at cost. Depreciation and amortization of property and equipment is provided for using the
straight-line method over the estimated useful lives of the assets ranging from three to ten years. Leasehold improvements are amortized on a
straight-line basis over the shorter of the lease term or the estimated useful life of the related asset. Equipment leased under capital leases is
amortized over the service life of the related asset or the term of the lease, whichever is shorter.

       At December 31, 2004, 2005 and June 30, 2006, property and equipment includes $112,085, $112,085 and $93,791, respectively, of
assets which have been financed under capital leases. The accumulated amortization related to these assets at December 31, 2004, 2005 and
June 30, 2006 totaled $35,991, $56,706 and $59,735, respectively. Amortization expense related to these assets during the years ended
December 31, 2003, 2004, and 2005 totaled $13,653, $15,286, and $20,715, respectively. Amortization expense related to these assets during
the six month periods ended June 30, 2005 and 2006 totaled $7,643 and $9,919, respectively.

      Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for
maintenance and repairs are charged to expense as incurred.

Income Taxes

        The Company is included in the consolidated federal income tax return filed by Zunicom. Income taxes are calculated as if the Company
filed on a separate return basis. Current income tax receivable/payable, if any, is recorded as a due from/to Parent and deferred tax assets and
liabilities are recorded separately.

        The Company utilizes the asset and liability approach to accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between the financial and tax basis of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Income tax expense or benefit is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets
and liabilities.

Long-Lived Assets

      The Company accounts for the impairment and disposition of long-lived assets in accordance with Statement of Financial Accounting
Standards (―SFAS‖) No. 144, ―Accounting for the Impairment or Disposal of Long-Lived Assets.‖ In accordance with SFAS No. 144,
long-lived assets are reviewed when events or changes in circumstances indicate that their carrying value may not be recoverable. These
evaluations include comparing the future undiscounted cash flows of such assets to their carrying value. If the carrying value exceeds the future
undiscounted cash flows, the assets are written down to their fair value using discounted cash flows. For the years ended December 31, 2003
and 2005 and for the six month periods ended June 30, 2005 and 2006 there was no impairment of the value of such assets. For the year ended
December 31, 2004, the Company wrote off certain fixed assets, primarily leasehold improvements from a prior lease. The related impairment
charges recognized in 2004 totaled approximately $26,000.

                                                                        F-10
                                                    UNIVERSAL POWER GROUP, INC.

                                           NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Deferred Rent

       The Company’s operating lease for its primary office and warehouse space contains a free rent period and contains predetermined fixed
increases of the minimum rental rate during the initial lease term. For this lease, the Company recognizes rental expense on a straight-line basis
over the minimum lease term and records the difference between the amounts charged to expense and the rent paid as deferred rent. In addition,
the landlord provided certain allowances for leasehold improvements on this office and warehouse space which have been recorded as deferred
rent and leasehold improvements. The deferred rent will be amortized as an offset to rent expense over the remaining term of the related lease.

Revenue Recognition

      The Company recognizes revenue in accordance with Staff Accounting Bulletin (―SAB‖) No. 104 when persuasive evidence of an
arrangement exists, delivery has occurred, the price is fixed and determinable and collectibility is reasonably assured.

    The Company is a distributor who purchases both finished goods and components from domestic and international suppliers. The
Company’s customers order finished goods, either bulk battery product or single shippable units, to fill their requirements.


       The Company adds value to products and components by packaging them in customer specified ―kits‖ or tailor made units that are
convenient for the customer to order and ship. Additionally, the Company has several customers that require specific battery solutions for
inclusion in their own products. The Company will obtain the battery and necessary components and configure a new finished good unit based
upon customer specifications. The Company refers to this process as a ―value added service‖. The Company recognizes sales of finished goods
at the time the customer takes title to the product.

      The Company sells products to several customers in bulk quantities. The Company obtains the order from the customer and arranges for
the delivery of the product directly from the Company’s vendor to the customer to reduce freight costs and wear and tear on the product from
excessive handling. The Company refers to these transactions as ―drop shipments‖ because the product is shipped directly from the Company’s
vendor to the Company’s customer. Revenues from drop shipment transactions are recognized on a gross basis based on the Company’s
analysis of the criteria defined in Emerging Issues Task Force (―EITF‖) Issue No. 99-19. The Company recognizes revenue at the time the
customer takes title to the product.

Post Shipment Obligations

      The Company offers its customers a limited warranty for replacement of finished goods that do not function properly. Generally, the
limited warranty period is for one year. The most common types of warranty claims are batteries that leak or batteries that do not provide the
voltage they are intended to supply. The Company’s written warranty is limited to the replacement of the product purchased and does not cover
the product the battery is intended to power. The Company’s replacement rate is insignificant, and is therefore recorded as a reduction of sales
when the warranty expense is incurred. If the Company determines that a shipment of product had a manufacturing defect, the Company has
recourse with the manufacturer to recover the replacement costs incurred. The costs of isolated or individual instances of defects are borne by
the Company. At December 31, 2004, 2005 and June 30, 2006, the Company has a warranty reserve of approximately $10,000.

Advertising costs

      Advertising costs are charged to operations when incurred. Advertising expense was approximately $99,000, $102,000, and $95,000 for
the years ended December 31, 2003, 2004, and 2005, respectively. Advertising expense was approximately $45,000 and $73,000 for the six
months ended June 30, 2005 and 2006, respectively.

                                                                      F-11
                                                    UNIVERSAL POWER GROUP, INC.

                                           NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Shipping and Handling Costs

      Shipping and handling costs are charged to cost of sales in the accompanying statements of income.

Earnings Per Share

      Basic earnings per common share is computed by dividing income applicable to common shareholders by the weighted average number
of common shares outstanding during each period. There are no common stock equivalents that would affect earnings per share for any period
presented.

Use of Estimates and Assumptions

        Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported amounts of revenues and expenses. Actual results could vary from the estimates that were used.

Fair Value of Financial Information

      In accordance with the reporting requirements of SFAS No. 107, Disclosures About Fair Value of Financial Instruments , the Company
calculates the fair value of its assets and liabilities which qualify as financial instruments under this statement and includes this additional
information in the notes to the financial statements when the fair value is different than carrying value of these financial instruments. The
estimated fair value of cash equivalents, accounts receivable, prepaid expenses and other current assets, line-of-credit, accounts payable, and
accrued liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. The estimated fair value of
capital lease obligations approximates the carrying amounts since they bear market rates of interest. None of these instruments are held for
trading purposes.

Impact of Recently Issued Accounting Standards

       In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment , which is a revision of SFAS No. 123, Accounting for
Stock Based Compensation , and superseded by Accounting Principles Bulletin (―APB‖) Opinion 25, Accounting for Stock Issued to Employees
. SFAS No. 123R focuses primarily on share-based payments for employee services, requiring these payments to be recorded using a
fair-value-based method. The use of APB No. 25’s intrinsic value method of accounting for employee stock options has been eliminated. As a
result, the fair value of stock options granted to employees in the future will be required to be expensed. The impact on the results of operations
for the Company will be dependent on the number of options granted and the fair value of those options. For the Company, SFAS No. 123R is
effective in 2006. The Company has not granted stock-based compensation in the past but intends to do so in the future.

                                                                       F-12
                                                   UNIVERSAL POWER GROUP, INC.

                                          NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE C. INVENTORIES

      Inventories at December 31, 2004, 2005 and June 30, 2006 consist of the following:

                                                                                                    December 31,
                                                                                                                                    June 30,
                                                                                             2004                   2005             2006

Battery and related inventory                                                          $     6,750,060 $            9,973,047 $      7,081,107
Security related inventory                                                                   5,948,172              8,581,729        9,912,527
Electronic components inventory                                                                818,252                706,217          295,341
Inventory obsolescence reserve                                                                (263,313 )             (150,715 )       (240,715 )

                                                                                       $    13,253,171      $      19,110,278   $   17,048,260


NOTE D. LINE OF CREDIT

       The Company has a line of credit agreement with a bank which provides for interest payable monthly at LIBOR Index rate plus 2.5%
(6.79% at December 31, 2005) and matures May 5, 2007. On July 25, 2005, the Company entered into an agreement with the bank fixing the
interest rate at 6.99% on the first $6,000,000 of borrowings and LIBOR Index Rate plus 2.5% on the balance of the outstanding borrowings
under the line of credit. The line of credit is due on demand and is secured by accounts receivable, inventories, and equipment of the Company.
The line’s availability is based on a borrowing formula, which allows for borrowings equal to eighty-five percent (85.0%) of the Company’s
eligible accounts receivable and a percentage of eligible inventories. In addition, the Company must maintain certain financial covenants
including ratios on fixed charge coverage and minimum tangible net worth, as well as maximum debt to tangible net worth and an interest
coverage ratio. On March 23, 2006, the Company entered into a renewal and modification agreement on the line of credit agreement with the
bank. The advance formula referenced in the Security Agreement as the ―Borrowing Base‖ was modified as follows: eighty-five percent
(85.0%) of the outstanding value of Borrower’s Eligible Accounts Receivable (as defined in the Security Agreement) plus fifty percent (50.0%)
of the value of Borrower’s Eligible Inventory (as defined in the Security Agreement) provided, however, that the foregoing sub-limit upon
availability with respect to Borrower’s Eligible Inventory shall not exceed eighty-five percent (85.0%) of the outstanding value of Borrower’s
Eligible Accounts Receivable at any one time outstanding.

      On April 18, 2006, the Company entered into the second renewal and modification agreement with the bank which increased the
Company’s line of credit from $12,000,000 to $16,000,000. The advance formula referenced in the Security Agreement as the ―Borrowing
Base‖ was modified as follows: eighty-five percent (85.0%) of the outstanding value of Borrower’s Eligible Accounts Receivable (as defined in
the Security Agreement) plus fifty percent (50.0%) of the value of Borrower’s Eligible Inventory (as defined in the Security Agreement).
Advances against Borrower’s Eligible Inventory shall not exceed the lesser of (a) $8,500,000 or (b) an amount equal to the product of (i) one
and one-half (1.5), multiplied by (ii) eighty-five percent (85.0%) of the outstanding value of Borrower’s Eligible Accounts Receivable at any
one time outstanding. At December 31, 2004 and 2005, $8,526,903 and $9,261,435, respectively, was outstanding under the line of credit and
$3,473,097 and $2,231,019, respectively, remained available for borrowings under the line of credit based on the borrowing formula.

       The interest rate on borrowings above $6,000,000 was 7.61% at June 30, 2006. At June 30, 2006, $12,673,963 was outstanding under the
line of credit and $1,400,486 remained available for borrowings under the line of credit based on the borrowing formula.

                                                                     F-13
                                                   UNIVERSAL POWER GROUP, INC.

                                          NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE E. CAPITAL LEASE OBLIGATIONS

       Minimum future lease payments under capital leases and the present value of the minimum lease payments as of December 31, 2005 are
as follows:


                 2006                                                                                           $    22,988
                 2007                                                                                                19,572
                 2008                                                                                                 6,721
                 Less amount representing interest                                                                   (2,965 )

                 Present value of minimum lease payments                                                             46,316
                 Less current portion                                                                               (20,977 )

                                                                                                                $    25,339


NOTE F. RELATED PARTY TRANSACTIONS

      The Company paid management fees to Zunicom, its parent, of $480,000, $440,000, and $480,000 during the years ended December 31,
2003, 2004, and 2005, respectively. The Company paid management fees to Zunicom of $240,000 and $240,000 for the six months ended June
30, 2005 and 2006, respectively.


      The Company declared $566,580 of dividends payable to Zunicom and paid cash dividends of $566,580 to Zunicom during the year
ended December 31, 2003. The Company declared $185,000 of dividends payable to Zunicom during the year ended December 31, 2004. This
amount was recorded as a payable and was included in the due to parent amount in the accompanying 2004 balance sheet. The Company
declared $966,671 of dividends payable to Zunicom and paid cash dividends of $882,491 to Zunicom during the year ended December 31,
2005. At December 31, 2005 the balance due to Zunicom included a dividend payable of $269,180.

      The Company declared cash dividends totaling $620,000 during the six months ended June 30, 2006 of which $344,000 is payable to
Zunicom as of June 30, 2006. This payable is included in the due to parent amount in the accompanying balance sheet. The Company paid cash
dividends to Zunicom of $545,180 during the six months ended June 30, 2006.

      The Company leased certain office and warehouse space from a partnership consisting of members of the family of a shareholder of
Zunicom. Rent paid to the partnership was $100,800, $100,800, and $16,800 for the years ended December 31, 2003, 2004, and 2005,
respectively and $16,800, and $0 for the six months ended June 30, 2005 and 2006, respectively. This lease required monthly payments of
$8,400 through its expiration in February 2005. The Company vacated this space during 2004.

      At December 31, 2004, 2005 and June 30, 2006, the Company was due $63,888, $117,626 and $176,526, respectively, from a related
party entity that is also a subsidiary of Zunicom. These amounts due are related to expenses paid by the Company on behalf of the related party.

      At December 31, 2004, 2005 and June 30, 2006, the due to parent on the accompanying balance sheet includes $1,689,267, $2,500,749
and $3,131,429, respectively, of income taxes payable to Zunicom related to the Company’s allocation of current income tax expense.

                                                                     F-14
                                                    UNIVERSAL POWER GROUP, INC.

                                           NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE G. INCOME TAXES

      Deferred tax assets and liabilities at December 31, 2004, 2005 and June 30, 2006 consist of the following:

                                                                                                          December 31,
                                                                                                                                         June 30,
                                                                                                   2004                  2005             2006


Deferred tax assets:
 Inventory obsolescence                                                                       $     89,526         $      51,243     $      81,843
 Allowance for doubtful accounts                                                                    66,811                68,001            78,201
Accrued liabilities                                                                                 17,000                68,056           140,343

Current deferred tax asset                                                                    $    173,337         $     187,300     $     300,387

Non-current deferred tax liability                                                            $     (37,464 )      $     (53,728 )   $     (60,894 )


     The non-current deferred tax liability arises from the different useful lives and depreciation methods for depreciating assets for federal
income tax purposes.

      The Company’s income tax expense for the years ended December 31, 2003, 2004 and 2005 is comprised as follows:

                                                                                                   2003                  2004             2005

Deferred income tax expense (benefit)                                                         $    (28,076 )       $     (54,275 )   $       2,301
Current income tax expense                                                                         712,926               401,414           811,482

Income tax expense                                                                            $    684,850         $     347,139     $     813,783


      The Company’s income tax expense for the years ended December 31, 2003, 2004, and 2005 differed from the statutory federal rate of
34 percent as follows:

                                                                                                   2003                  2004             2005

Statutory rate applied to income before income taxes                                          $    545,148         $     253,231     $     662,360
Amounts not deductible for income tax purposes                                                      42,704                46,990            56,575
State income taxes, net of federal income tax effect                                                83,329                46,918            94,848
Change in previous year estimate                                                                    13,669                    —                 —

Income tax expense                                                                            $    684,850         $     347,139     $     813,783


NOTE H. CREDIT CONCENTRATIONS AND SIGNIFICANT CUSTOMERS

      Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents
and accounts receivable.

        Cash and cash equivalents are at risk to the extent that they exceed Federal Deposit Insurance Corporation insured amounts. To minimize
this risk, the Company places its cash and cash equivalents with high credit quality financial institutions.

      In the normal course of business, the Company extends unsecured credit to virtually all of its customers. Because of the credit risk
involved, management has provided an allowance for doubtful accounts which reflects its estimate of amounts which may become
uncollectible. In the event of complete non-performance by the Company’s customers, the maximum exposure to the Company is the
outstanding accounts receivable balance at the date of non-performance.

                                                                      F-15
                                                    UNIVERSAL POWER GROUP, INC.

                                           NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE H. CREDIT CONCENTRATIONS AND SIGNIFICANT CUSTOMERS (Continued)

      At December 31, 2004, 2005 and June 30, 2006, the Company had receivables due from a significant customer who comprised
approximately 46%, 48% and 44%, respectively, of total trade receivables. During the years ended December 31, 2003, 2004, and 2005, the
Company had one customer who accounted for 50%, 51%, and 56%, respectively, of net sales, and another customer who during the year
ended December 31, 2003 accounted for 10% of net sales. During the six month periods ended June 30, 2005 and 2006, the Company had one
customer who accounted for 62% and 60%, respectively, of net sales. The loss of this significant customer would materially decrease the
Company’s net sales.

      A significant portion of the Company’s inventory purchases are from two suppliers, representing approximately 37% and 22% for the
year ended December 31, 2003, 44% and 19% for the year ended December 31, 2004, and approximately 44% and 22% for the year ended
December 31, 2005. The Company purchased approximately 61%, 61%, and 70%, respectively, of its product through domestic sources with
the remainder purchased from international sources, predominately in the Pacific Rim and mainland China, for the years ended December 31,
2003, 2004, and 2005. The majority of the Company’s international purchases are coordinated through an independent consultant. The
Company does not anticipate any changes in the relationships with these suppliers or the independent consultant; however, if such a change
were to occur, the Company believes it has alternative sources available.

NOTE I. COMMITMENTS AND CONTINGENCIES

Litigation

      The Company is subject to legal proceedings and claims that arise in the ordinary course of business. Management does not believe that
the outcome of these matters will have a material adverse effect on the Company’s consolidated financial position, operating results, or cash
flows. However, there can be no assurance that such legal proceedings will not have a material impact.

Operating Leases

       The Company leases certain office and warehouse facilities under various non-cancelable operating leases. On February 1, 2002, the
Company entered into a lease for a warehouse facility. The Company entered into an amendment to the lease to extend the terms of the lease
from February 1, 2004 to December 31, 2009. This amendment included increased rental space, a rent holiday for six months during 2004,
leasehold incentives including build-out of the facility that totaled approximately $134,000, and rent price escalation throughout the term of the
lease. Minimum future payments on these leases as of December 31, 2005 are as follows:

               Years ending
               December 31,

                   2006                                                                                           $     386,469
                   2007                                                                                                 400,793
                   2008                                                                                                 434,992
                   2009                                                                                                 334,890

                                                                                                                  $    1,557,144


      Rent expense for the years ended December 31, 2003, 2004, and 2005 totaled approximately $360,000, $464,000, and $451,000,
respectively. Rent expense for the six month periods ended June 30, 2005 and 2006 totaled approximately $219,000 and $291,000,
respectively.

                                                                      F-16
                                                    UNIVERSAL POWER GROUP, INC.

                                           NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE I. COMMITMENTS AND CONTINGENCIES (Continued)

Employment Agreements


       The Company has employment agreements with two key officers of the Company. The agreements call for severance compensation in
the event the officers employment is terminated by reason of (i) the death, illness or incapacity of the officer; (ii) the termination of the
officer’s employment by the Company for any reason other than act of breach; or (iii) the termination of the officer’s employment by the
officer because of a substantial breach of the employment agreement by the Company. If severance compensation is required, the Company
will pay the officer a lump sum equal to twelve months of the officer’s current salary plus twelve months of Cobra insurance coverage for the
officer and the officer’s family. One of the key officers is also entitled to an annual incentive bonus on a target net income amount based upon
the Company’s annual operating budget as more thoroughly defined in his employment agreement. This bonus is payable annually and is
payable for the calendar year in which the officer is terminated. This officer is also entitled to receive an option to purchase 10% of the
outstanding common stock of the Company upon the closing of a spin-off or public offering of the Company. The other key officer may be
paid an annual incentive bonus to be determined solely by the Board of Directors of the Company at the end of each year. This officer is also
entitled to receive an option to purchase 7.5% of the outstanding common stock of the Company upon the closing of a spin-off or public
offering of the Company. Both employment agreements state that any options granted to these two key officers will be fully vested and
immediately exercisable for a period of five years at a per share exercise price equal to the average market price for the shares of common
stock of the Company during the four-week period following the closing of the spin-off or public offering. Both agreements contain
anti-dilution provisions.

NOTE J. EMPLOYEE BENEFIT PLAN

      The Company established and continues to maintain a 401(k) Plan intended to qualify under sections 401(a) and 401(k) of the Internal
Revenue Code of 1986, as amended. All employees who are at least 18 years of age are eligible to participate in the plan. There is no minimum
service requirement to participate in the plan. Under the plan, an eligible employee can elect to defer from 1% to 85% of his salary. The
Company may, at its sole discretion, contribute and allocate to plan participant’s account a percentage of the plan participant’s contribution.
There were no Company contributions for the six month periods ended June 30, 2005 and 2006 or the years ended December 31, 2003, 2004,
and 2005.

NOTE K. QUARTERLY FINANCIAL INFORMATION (Unaudited)

       Selected quarterly financial information (unaudited) for the years ended December 31, 2004 and 2005 is set forth below:

                                                                                                                         Net         Weighted
                                                                                                                       Income        Average
                                                                                                      Net Income        (Loss)        Shares
2004                                                                Net Sales          Gross Profit     (Loss)        Per Share     Outstanding

First quarter                                                   $    14,075,664    $     1,947,897    $ (40,966 )     $ (0.08 )       493,905
Second quarter                                                  $    16,167,901    $     2,029,630    $ 74,606        $ 0.15          493,905
Third quarter                                                   $    18,196,556    $     2,249,156    $ 166,599       $ 0.34          493,905
Fourth quarter                                                  $    18,719,424    $     2,577,150    $ 197,420       $ 0.40          493,905
For the year                                                    $    67,159,545    $     8,803,833    $ 397,659       $ 0.81          493,905

                                                                      F-17
                                    UNIVERSAL POWER GROUP, INC.

                              NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE K. QUARTERLY FINANCIAL INFORMATION (Unaudited) (Continued)


                                                                                                    Net       Weighted
                                                                                                  Income      Average
                                                                                   Net Income      (Loss)      Shares
2005                                           Net Sales        Gross Profit         (Loss)      Per Share   Outstanding

First quarter                              $   17,402,572   $      2,145,194   $       176,509   $   0.36      493,905
Second quarter                             $   20,446,237   $      2,612,326   $       278,914   $   0.56      493,905
Third quarter                              $   22,111,952   $      3,015,847   $       435,952   $   0.88      493,905
Fourth quarter                             $   21,314,414   $      2,541,573   $       242,961   $   0.49      493,905
For the year                               $   81,275,175   $     10,314,940   $     1,134,336   $   2.30      493,905

                                                    F-18
                              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of
 Universal Power Group, Inc.

      Under date of February 24, 2006, except for Note D to which the date is April 18, 2006, we reported on the balance sheets of Universal
Power Group, Inc. as of December 31, 2004 and 2005, and the related statements of income, shareholder’s equity and cash flows for each of
the years in the three-year period ended December 31, 2005, which are included in this Registration Statement and Prospectus. In connection
with our audits of the aforementioned financial statements, we also audited the related financial statement schedule in this Registration
Statement and Prospectus. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to
express an opinion on this financial statement schedule based on our audits.

       In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

/s/ KBA GROUP LLP
Dallas, Texas
February 24, 2006

                                                                       S-1
                                           UNIVERSAL POWER GROUP, INC.

                                  SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
                                           For three Years Ended December 31, 2005

                                                                                      Additions
                                                                   Balance at         Charged                       Balance
                                                                  Beginning of       to Expense                     at End
Description                                                         Period            or other        Deductions   of Period

Inventory obsolescence reserve:
  Year ended:
    December 31, 2003                                             $ 175,164      $      36,680    $           — $ 211,844
    December 31, 2004                                             $ 211,844      $      90,000    $      (38,531 ) $ 263,313
    December 31, 2005                                             $ 263,313      $      55,962    $     (168,560 ) $ 150,715
Accounts receivable reserve:
  Year ended:
    December 31, 2003                                             $ 97,602       $ 276,126        $     (165,344 ) $ 208,384
    December 31, 2004                                             $ 208,384      $ 173,744        $     (185,626 ) $ 196,502
    December 31, 2005                                             $ 196,502      $ 48,187         $      (44,687 ) $ 200,002

                                                        S-2
                                UNIVERSAL POWER GROUP, INC.
                                            3,000,000

                                      Shares of Common Stock



                                          PROSPECTUS




Ladenburg Thalmann & Co. Inc.                                  Wunderlich Securities, Inc.

                                        ___________, 200_
                                                                       PART II

                                            INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

      The following are the expenses of the issuance and distribution of the securities being registered, other than underwriting commissions
and expenses, all of which will be paid by us. Other than the SEC registration fee and the NASD filing fees all of such expenses are estimated.


                  SEC Registration fee                                                                                 $   3,655
                  NASD fee                                                                                             $   3,916
                  American Stock Exchange listing fee                                                                  $ 50,000 *
                  Printing expenses                                                                                    $ 65,000 *
                  Accounting fees and expenses                                                                         $ 95,000 *
                  Legal fees and expenses                                                                              $ 235,000 *
                  Transfer agent and registrar fees and expenses                                                       $   2,000 *
                  ―Road Show‖ and miscellaneous other expenses                                                         $ 45,429 *

                  Total                                                                                                $ 500,000 *




*      Estimated

Item 14. Indemnification of Directors and Officers

       Article 2.02-1 of the Texas Business Corporation Act (the ―TBCA‖) provides that any director or officer of a Texas corporation may be
indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with or in
defending any action, suit or proceeding in which he was, is, or is threatened to be made a named defendant by reason of his position as
director or officer, provided that he conducted himself in good faith and reasonably believed that, in the case of conduct in his official capacity
as a director or officer of the corporation, such conduct was in the corporation’s best interests; and, in all other cases, that such conduct was at
least not opposed to the corporation’s best interests. In the case of a criminal proceeding, a director or officer may be indemnified only if he
had no reasonable cause to believe his conduct was unlawful. If a director or officer is wholly successful, on the merits or otherwise, in
connection with such a proceeding, such indemnification is mandatory.

        Under our amended and restated articles of incorporation, (the ―Articles of Incorporation‖), no director of the registrant will be liable to
the registrant or any of its stockholders for monetary damages for an act or omission in the director’s capacity as a director, except for liability
(i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omission not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) for any transaction for which the director received an improper benefit, whether or
not the benefit resulted from an action taken within the scope of the director’s office, (iv) for acts or omissions for which the liability of a
director is expressly provided by statute, or (v) for acts related to an unlawful stock repurchase or dividend payment. The Articles of
Incorporation further provide that, if the statutes of Texas are amended to further limit the liability of a director, then the liability of the
company’s directors will be limited to the fullest extent permitted by any such provision.


       Our bylaws provide for indemnification of officers and directors of the registrant and persons serving at the request of the registrant in
such capacities for other business organizations against certain losses, costs, liabilities, and expenses incurred by reason of their positions with
the registrant or such other business organizations. We also have policies insuring its officers and directors and certain officers and directors of
its wholly owned subsidiaries against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of
1933, as amended (the ―Act‖).

                                                                          II-1
      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
pursuant to our amended and restated articles of incorporation, bylaws and the Texas Business Corporation Act, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable.

        The Underwriting Agreement provides for reciprocal indemnification between us and our controlling persons, on the one hand, and the
underwriters and their respective controlling persons, on the other hand, against certain liabilities in connection with this offering, including
liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities.

        None

Item 16. Exhibits


      Exhibits
        No.                                                                     Description
          1     Form of Underwriting Agreement
          3(i)  Amended and Restated Certificate of Formation (including Amended and Restated Articles of Incorporation)
          3(ii) Amended and Restated Bylaws
          4.1   Specimen stock certificate*
          4.2   Form of representatives’ warrant
          5     Form of opinion of Morse, Zelnick, Rose & Lander, LLP*
          10.1  Form of 2006 Stock Option Plan*
          10.2  Form of Randy Hardin Employment Agreement**
          10.3  Form of Ian Edmonds Employment Agreement**
          10.4  Form of Mimi Tan Employment Agreement**
          10.5  (a) Revolving Credit and Security Agreement with Compass Bank(1)
                (b) Renewal and Modification Agreement, dated March 23, 2006(2)
                (c) Renewal and Modification Agreement, dated April 18, 2006
                (d) First Amendment to Master Revolving Promissory Note
          10.6 Purchase Agreement with Brinks Home Security+
          10.7 Real Property Lease for 1720 Hayden Road, Carrollton, Texas**
          10.8 Real Property Lease for 11605-B North Santa Fe, Oklahoma City, Oklahoma**
          10.9 Real Property Lease for Las Vegas, Nevada**
          10.10 Agreement with Import Consultants**
          10.11 Form of Promissory Note in the amount of $2,831,429 payable to Zunicom*
          10.12 Director-Nominee Consents
                    a) Leslie Bernhard
                    b) Marvin I. Haas
                    c) Garland P. Asher
                    d) Robert M. Gutkowski
          21.1 Subsidiaries**
          23.1 Consent of KBA Group LLP
          23.2 Consent of Morse, Zelnick, Rose & Lander, LLP**
          24    Power of Attorney (included in signature page)

*         To be filed by amendment.

**        Previously filed.

+         Portions omitted pursuant to a request for confidential treatment.

(1)       Incorporated by reference to Exhibit 10.11 to Zunicom Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004 filed
          on March 31, 2005.

(2)       Incorporated by reference to Exhibit 10.13 to Zunicom Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005 filed
          on March 30, 2006.


                                                                         II-2
Item 17. Undertakings


      A. The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


       (i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

       (ii)    To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
               post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
               set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
               the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
               end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to
               Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
               aggregate offering price set forth in the ―Calculation of Registration Fee‖ table in the effective registration statement,

       (iii)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
               or any material change to such information in the registration statement;

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

       (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.

      (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

      (i) If the registrant is relying on Rule 430B:

       (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and

       (B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section
10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no
statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date; or


       (ii)    If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of this registration statement, other
               than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to
               be part of and included in this registration statement as of the date it is first used after effectiveness; provided, however , that no
               statement made in this registration statement or a prospectus that is part of this registration statement or made in a document
               incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration
               statement will, as to a purchaser with a time of contract of sale prior to such first use,


                                                                        II-3
               supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration
               statement or made in any such document immediately prior to such date of first use.

       (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:


       (i)     Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to
               Rule 424;

       (ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
               by the undersigned registrant;

       (iii)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
               registrant or its securities provided by or on behalf of the undersigned registrant; and

       (iv)    Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

      (6) To provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered
in such names as required by the underwriter to permit prompt delivery to each purchaser.

       (7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.

       (8) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.

      (9) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

                                                                         II-4
                                                                 SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Carrollton, State of Texas, on October 26, 2006.


                                                                                        UNIVERSAL POWER GROUP, INC.

                                                                                        by: /s/ RANDY HARDIN

                                                                                        Chief Executive Officer


      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and the dates indicated.

                Signature                                                      Title                                                 Date

/s/ RANDY HARDIN                                      Chief Executive Officer (Principal                                  October 26, 2006
                                                      Executive Officer), President and Director
Randy Hardin

/s/ JULIE SANSOM-REESE                                Chief Financial Officer                                             October 26, 2006
                                                      (Principal Financial and Accounting Officer)
Julie Sansom-Reese

/s/ WILLIAM TAN*                                      Chairman of the Board                                               October 26, 2006

William Tan

/s/ IAN C. EDMONDS                                    Director                                                            October 26, 2006

Ian Edmonds

*By: IAN C. EDMONDS

      Ian C. Edmonds
      Attorney-in-fact


                                                                       II-5
                                                                                                                 Exhibit 1




                                                      3,000,000 Shares of Common Stock

                                                     UNIVERSAL POWER GROUP, INC.

                                                       UNDERWRITING AGREEMENT

                                                              ____________ , 2006

LADENBURG THALMANN & CO. INC.
WUNDERLICH SECURITIES, INC.
A S R EPRESENTATIVES OF THE S EVERAL U NDERWRITERS
N AMED IN S CHEDULE I H ERETO
c/o Ladenburg Thalmann & Co. Inc.
153 East 53 rd Street, 49th Floor
New York, N.Y. 10022

Dear Sirs:

    Universal Power Group, Inc., a corporation organized and existing under the laws of Texas (the ―Company‖), and its corporate parent,
Zunicom, Inc., a corporation organized and existing under the laws of the State of Texas (―Zunicom‖) propose, subject to the terms and
conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the ―Underwriters‖), acting severally and not jointly,
2,000,000 shares and 1,000,000 shares, respectively (collectively, the ―Firm Shares‖), of the Company's common stock, par value $.01 per
share (the ―Common Stock‖). The Company and Zunicom also propose to issue and sell to the Underwriters, for the sole purpose of covering
over-allotments in connection with the sale of the Firm Shares, and at the option of the Underwriters, up to an additional 300,000 shares and
150,000 shares, respectively, (collectively, the ―Additional Shares‖) of Common Stock, of which the shares subject to the option granted by the
Company will be purchased prior to the purchase of the shares subject to the option granted by Zunicom. The Firm Shares and the Additional
Shares are referred to herein collectively as the ―Shares.‖ The Shares are more fully described in the Registration Statement referred to below.
Zunicom currently owns all of the outstanding capital stock of the Company and is a party to this Underwriting Agreement.

    1. Representations and Warranties of the Company . The Company and Zunicom, jointly and severally, represent and warrant to, and agree
with, the Underwriters that:

    (a) The Company has filed with the Securities and Exchange Commission (the ―Commission‖) a registration statement, and may have filed
an amendment or amendments thereto, on Form S-1 (Registration No. 333-137265), and related preliminary prospectuses, as amended, for the
registration under the Securities Act of 1933, as amended (the ―Securities Act‖), of the Shares (including the Additional Shares) of Common
Stock, which registration statement, as so amended, has been declared effective by the Commission on the date hereof (the ―Effective Date‖)
and copies of which have heretofore been delivered to the Underwriters. The registration statement, as amended at the time it became effective,
including the exhibits and information (if any) deemed to be a part of the registration statement at the time of effectiveness pursuant to
paragraph (b) of Rule 430A or Rule 434 of the rules and regulations of the Commission under the Securities Act (the ―Securities Act
Regulations‖), and any post-effective

                                                                        1
amendments thereto under Rule 462(d) through the Closing Date (as defined below) is hereinafter called the ―Registration Statement.‖ If the
Company has filed or is required pursuant to the terms hereof to file a registration statement pursuant to Rule 462(b) under the Securities Act
Regulations registering additional shares of Common Stock (a ―Rule 462(b) Registration Statement‖), then, and unless otherwise specified, any
reference herein to the term ―Registration Statement‖ shall be deemed to include such Rule 462(b) Registration Statement. Other than a Rule
462(b) Registration Statement, if any, which became effective upon filing, no other document with respect to the Registration Statement has
heretofore been filed with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the Securities Act Regulations, each in the
form heretofore delivered to the Underwriters). No stop order suspending the effectiveness of the Registration Statement (including any Rule
462(b) Registration Statement) has been issued and no proceeding for that purpose has been initiated or, to the Company's knowledge,
threatened by the Commission. The prospectus relating to the Shares, in the form in which it is to be filed with the Commission pursuant to
Rule 424(b) of the Securities Act Regulations, is hereinafter referred to as the ―Final Prospectus,‖ except that, subject to Sections 4(a) and 4(b)
below, if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the
offering and sale of the Shares (the ―Offering‖) which differs from the Final Prospectus (whether or not such revised prospectus or prospectus
supplement is required to be filed by the Company pursuant to Rule 424(b) of the Securities Act Regulations), the term ―Final Prospectus‖ shall
refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters
for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the
Commission as described in Rule 430A of the Securities Act is hereafter called a ―Preliminary Prospectus.‖ All references in this Agreement to
the Registration Statement, the Rule 462(b) Registration Statement, a Preliminary Prospectus and the Final Prospectus, or any amendments or
supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval System (―EDGAR‖).

     (b) The Registration Statement and the Final Prospectus, and any amendments thereof or supplements thereto, at the time the Registration
Statement became effective, at the time any post-effective amendment to the Registration Statement is filed with the Commission, at the time
the Final Prospectus is first filed with the Commission, at the time any supplement or amendment to the Final Prospectus is filed with the
Commission, and as of the Closing Date, and Additional Closing Date, if any (as hereinafter respectively defined), and the Preliminary
Prospectus, and any amendments thereof or supplements thereto, as of the date thereof, complied and comply in all material respects with the
requirements of the Securities Act and the Securities Act Regulations, and did not and as of the Closing Date, and Additional Closing Date, if
any, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein not misleading. The Final Prospectus, as of the date hereof (unless the term ―Final Prospectus‖ refers to a prospectus
which has been provided to the Underwriters by the Company for use in connection with the offering of the Shares which differs from the Final
Prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations, in which case at the time it is first provided to
the Underwriters for such use) and on the Closing Date, and Additional Closing Date, if any, does not and will not include any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were

                                                                        2
made, not misleading; provided, however, that the representations and warranties in this Section 1(b) shall not apply to statements in or
omissions from the Registration Statement or Final Prospectus made in reliance upon and in conformity with information relating to any
Underwriter furnished to the Company in writing by any Underwriter expressly for use in the Registration Statement or the Final Prospectus.
Each Preliminary Prospectus and Final Prospectus filed as part of the Registration Statement, as part of any amendment thereto or pursuant to
Rule 424 under the Securities Act Regulations, if filed by electronic transmission pursuant to Regulation S-T under the Securities Act, was
identical in all material respects to the copy thereof delivered to the Underwriters for use in connection with the offer and sales of the Shares
(except as may be permitted by Regulation S-T under the Securities Act). There are no contracts or other documents required to be described in
the Final Prospectus or to be filed as exhibits to the Registration Statement under the Securities Act that have not been described or filed therein
as required, and there are no business relationships or related-party transactions directly or indirectly involving the Company or any other
person required to be described in the Final Prospectus that have not been described therein as required.

    (c) KBA Group, LLP, who has certified certain financial statements of the Company and has delivered its report with respect to the
Company's audited financial statements included in the Registration Statement, the Final Prospectus and any Preliminary Prospectus, are
independent registered public accountants as required by the Securities Act and the Securities Act Regulations.

    (d) Subsequent to the respective dates as of which information is given in the Registration Statement and the Final Prospectus, there has
been no material adverse change or any development involving a prospective material adverse change in the business, prospects, properties,
operations, condition (financial or otherwise), affairs or management of the Company taken as a whole, whether or not arising from
transactions in the ordinary course of business, and since the date of the latest balance sheet presented in the Registration Statement and the
Final Prospectus, the Company has not incurred or undertaken any liabilities or obligations, direct or contingent, which are material to the
Company, except for liabilities or obligations which are reflected in the Registration Statement and the Final Prospectus, or incurred in the
ordinary course of business and consistent with past practices of the Company.

     (e) The Company and Zunicom, (i) have been duly organized and are validly existing as corporations in good standing under the laws of
the State of Texas, (ii) have all requisite corporate power and authority, and all necessary consents, approvals, authorizations, orders,
registrations, qualifications, licenses and permits of and from all public, regulatory or governmental agencies and bodies, to carry on their
respective businesses as currently being conducted and in the case of the Company as described in the Registration Statement and the Final
Prospectus and to own, lease and operate their respective properties, (iii) the Company has only the subsidiaries named on Schedule II, (iv) are
duly qualified and in good standing as foreign corporations authorized to do business in each jurisdiction in which the nature of their respective
businesses, or their ownership or leasing of property requires such qualification except, with respect to clauses (i) (as it relates to good
standing) and (iv), where the failure to be in good standing or so qualified does not and could not reasonably be expected to (x) individually or
in the aggregate, result in a material adverse effect on the business, prospects, properties, operations, condition (financial or otherwise), affairs
or management of the Company

                                                                          3
or Zunicom, (y) interfere with or adversely affect the issuance or marketability of the Shares pursuant hereto or (z) in any manner draw into
question the validity of this Agreement (any of the events set forth in clauses (x), (y) or (z), being referred to as a ―Material Adverse Effect‖).

    (f) This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company. This Agreement has
been duly and validly executed and delivered by the Company, and is the legal, valid, binding agreement of the Company.

    (g) The execution, delivery, and performance of this Agreement, the issuance, offering and sale of the Shares, and the consummation of the
transactions contemplated hereby and in the Final Prospectus do not and will not (i) violate, conflict with or constitute a breach of any of the
material terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) or
require consent under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company
or Zunicom other than to the extent such creation or imposition would not have a Material Adverse Effect, or result in an acceleration of any
indebtedness of the Company or Zunicom pursuant to (A) the Amended and Restated Articles of Incorporation or By-Laws of the Company or
Zunicom, in each case as amended through the date hereof (B) any bond, debenture, note, indenture, mortgage, deed of trust, contract or other
agreement or instrument to which the Company or Zunicom or any subsidiary is a party or by which the Company or Zunicom or any of their
subsidiaries or their respective properties or assets are or may be bound, (C) any statute, rule or regulation applicable to the Company or
Zunicom or any of their subsidiaries or any of their respective properties or assets (D) any judgment, order or decree of any court or
governmental agency or authority having jurisdiction over the Company or Zunicom or any of their subsidiaries or any of their respective
properties or assets. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with (i) any court or
any governmental agency or authority having jurisdiction over the Company or Zunicom or any of their subsidiaries or any of their respective
properties or assets or (ii) any other person is required for (A) the execution, delivery and performance by the Company or Zunicom of this
Agreement, (B) the issuance, sale and delivery of the Shares to be issued, sold and delivered by the Company or Zunicom hereunder and the
consummation of the transactions contemplated hereby, except such as have been obtained under the Securities Act and such consents,
approvals, authorizations, orders, registrations, filings, qualifications, licenses and permits as may be required under state securities or Blue Sky
laws in connection with the purchase and distribution of the Shares by the Underwriters.

    (h) All of the outstanding shares of Common Stock, are duly authorized and validly issued, and are fully paid and nonassessable and were
not issued and are not now in violation of or subject to any preemptive or similar rights. The Shares being sold by the Company under this
Agreement are duly authorized, and, when issued, delivered and paid for in accordance with this Agreement, will be validly issued, and fully
paid and nonassessable, and will not have been issued in violation of or be subject to any preemptive or similar rights. The Shares being sold by
Zunicom under this Agreement are duly authorized, validly issued, fully paid and nonassessable and are not subject to any lien, encumbrance or
adverse claim or any restriction on transfer or voting. The Company has the pro forma capitalization as set forth in the Final Prospectus under
the caption ―Capitalization.‖ The capital stock of the Company conforms

                                                                          4
to the description thereof contained in the Final Prospectus, or if the Final Prospectus is not in existence, the most recent Preliminary
Prospectus.

    (i) Except as disclosed in the Final Prospectus, there are not currently, and will not be as a result of the Offering, any outstanding
subscriptions, rights, warrants, calls, commitments of sale or options to acquire or instruments convertible into or exchangeable for, any capital
stock or other equity interest of the Company or any of its subsidiaries (other than options issued pursuant to the Company's stock option
plans).

    (j) There is (i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign,
now pending or, to the best knowledge of the Company, threatened or contemplated to which the Company is a party or to which the business
or property of the Company is subject, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental
agency to the Company's knowledge and (iii) no injunction, restraining order or order of any nature by a federal or state court or foreign court
of competent jurisdiction to which the Company or any of its subsidiaries is or may be subject or to which the business, assets, or property of
the Company or any of its subsidiaries is or may be subject, that, in the case of clauses (i), (ii) and (iii) above, is required to be disclosed in the
Registration Statement and the Final Prospectus and which could, individually or in the aggregate, result in a Material Adverse Effect.

     (k) Neither the Company nor Zunicom nor their affiliates has directly or indirectly (a) taken (other than through the actions, if any, of the
Underwriters) any action designed to, or that might reasonably be expected to, cause or result in or which constitutes or which might
reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of the Shares or (b) since the filing of the Preliminary Prospectus (i) sold, bid for, purchased or paid any person any compensation for soliciting
purchases of, shares of Common Stock or (ii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other
securities of the Company.

    (l) The financial statements, together with the related notes, included in the Registration Statement and the Final Prospectus (and any
amendment or supplement thereto) present fairly in all material respects the financial position, results of operations, cash flows, and changes in
stockholders' equity of the Company or its predecessors, as applicable, as of and at the dates indicated and for the periods specified. Such
financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout
the periods involved, and comply with Regulation S-X of the Securities Act Regulations. The financial data set forth in the Final Prospectus
under the captions ―Final Prospectus Summary-Summary Financial Data,‖ ―Selected Consolidated Financial Data‖ and ―Capitalization‖ fairly
present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Final Prospectus.

    (m)There are no holders of securities of the Company who, by reason of the execution by the Company of this Agreement or the
consummation by the Company of the transactions contemplated hereby, have the right to request or demand that the Company register under
the Securities Act or analogous foreign laws and regulations securities held by them, other than such that have been duly exercised or waived.


                                                                           5
    (n) The Company is not, and upon consummation of the transactions contemplated hereby will not be, (i) an ―investment company‖ or a
company ―controlled‖ by an ―investment company‖ within the meaning of the Investment Company Act of 1940, as amended (the ―Investment
Company Act‖), or be subject to registration under the Investment Company Act, or (ii) a ―holding company‖ or a ―subsidiary company‖ or an
―affiliate‖ of a holding company within the meaning of the Public Utility Holding Company Act of 1935, as amended.

    (o) The Common Stock has been registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the ―Exchange
Act‖), and has been approved for listing on the American Stock Exchange.

     (p) The Company and Zunicom each has all requisite corporate power and authority to execute, deliver and perform its obligations under
this Agreement and to consummate the transactions contemplated hereby, including, without limitation, the corporate power and authority to
issue, sell and deliver the Shares as provided herein and the corporate power to effect the use of proceeds from the Offering as described in the
Final Prospectus.

     (q) The Company is not (i) in violation of its Amended and Restated Articles of Incorporation or By-Laws, (ii) in breach or default (nor
does any condition exist that, with notice, the passage of time or both, would constitute a breach or default) in the performance of any material
obligation, agreement or condition contained in any bond, debenture, note, indenture, mortgage, deed of trust or other material agreement or
instrument to which it is a party or by which it is bound or to which any of its properties is subject, or (iii) in violation, in any material respect,
of any local, state or federal law, statute, ordinance, rule, regulation, requirement, judgment or court decree applicable to the Company or any
of its subsidiaries or any of their respective assets or properties (whether owned or leased).

    (r) No action has been taken and no statute, rule, regulation or order has been enacted, adopted or issued by any governmental agency that
prevents the issuance of the Shares or prevents or suspends the use of the Final Prospectus; no injunction, restraining order or order of any kind
by a federal or state court of competent jurisdiction has been issued that prevents the issuance of the Shares, prevents or suspends the sale of the
Shares in any jurisdiction or that could adversely affect the consummation of the transactions contemplated by this Agreement or the Final
Prospectus; and every request of any securities authority or agency of any jurisdiction for additional information has been complied with in all
material respects.

    (s) There is (i) no significant unfair labor practice complaint pending against the Company nor, to the best knowledge of the Company,
threatened against it, before the National Labor Relations Board, any state or local labor relations board or any foreign labor relations board,
and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending
against the Company nor, to the best knowledge of the Company, threatened against it, (ii) no strike, labor dispute, slowdown or stoppage
pending against the Company nor, to the best knowledge of the Company, threatened against it and (iii) to the best knowledge of the Company,
no union representation question existing with respect to the employees of the Company. To the best knowledge of the Company, no collective
bargaining organizing activities are taking place with respect to the Company. The Company has not violated, in any material respect, (A) any
federal, state or local law or foreign

                                                                           6
law relating to discrimination in hiring, promotion or pay of employees, (B) any applicable wage or hour laws or (C) any provision of the
Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively,
―ERISA‖).

     (t) The Company is not in violation of any federal or state law or regulation relating to occupational safety and health or to the storage,
handling or transportation of hazardous or toxic materials and, to the best knowledge of the Company, the Company has received all permits,
licenses and other approvals required of it under applicable federal and state occupational safety and health and environmental laws and
regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval,
except any such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the
terms and conditions of such permits, licenses or approvals which would not, individually or in the aggregate, be reasonably expected to have a
Material Adverse Effect. There has been no storage, disposal, generation, transportation, handling or treatment of hazardous substances or solid
wastes by the Company (or to the knowledge of the Company any of its predecessors in interest) at, upon or from any of the property now or
previously owned or leased by the Company in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit
which would require remedial action by the Company under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit
except for those which have already been remedied, have been provided for through escrow of a portion of the acquisition consideration, have
been assumed by a third party, or which would not result in, or which would not be reasonably likely to result, individually or in the aggregate,
in a Material Adverse Effect. There has been no spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such
property or into the environment surrounding such property of any solid wastes or hazardous substances due to or caused by the Company,
except for any such spill, discharge, leak, emission, injection, escape, dumping or release which has already been remedied, has been assumed
by a third party, or which would not result, or which would not be reasonably expected to result, individually or in the aggregate, in a Material
Adverse Effect. The terms ―hazardous substances‖ and ―solid wastes‖ shall have the meanings set forth in any currently applicable local, state,
and federal laws or regulations with respect to environmental protection.

     (u) The Company has (i) good and marketable title in fee simple to all items of real property and defensible title to all personal property
owned by it, free and clear of all security interests, liens, charges, encumbrances, equities, restrictions, claims and other defects, except such as
are described in the Final Prospectus or as would not have a Material Adverse Effect, and (ii) peaceful and undisturbed possession of its
properties under all material leases to which it is a party as lessee. All material leases to which the Company is a party are valid and binding,
and no default by the Company has occurred and is continuing thereunder and, to the best knowledge of the Company, no material defaults by
the landlord are existing under any such lease that could result in a Material Adverse Effect.

    (v) The Company has (i) all licenses, certificates, permits, authorizations, approvals, franchises and other rights from, and has made all
declarations and filings with, all federal, state and local authorities, all self-regulatory authorities and all courts and other tribunals (each an
―Authorization‖) necessary to engage in the business conducted by it in the manner described in the Final Prospectus, except as described in the
Final Prospectus or where failure to

                                                                          7
hold such Authorizations would not, individually or in the aggregate, have a Material Adverse Effect and (ii) no reason to believe that any
governmental body or agency is considering limiting, suspending or revoking any such Authorization. Except where the failure to be in full
force and effect would not have a Material Adverse Effect, all such Authorizations are valid and in full force and effect, and the Company is in
compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory
authorities having jurisdiction with respect thereto.

      (w) Neither the Company nor, to the best knowledge of the Company, any of its officers, directors, partners, employees, agents or affiliates
or any other person acting on behalf of the Company, has, directly or indirectly, given or agreed to give any money, gift or similar benefit
(other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer
or supplier, official or employee of any governmental agency (domestic or foreign), instrumentality of any government (domestic or foreign) or
any political party or candidate for office (domestic or foreign) or other person who was, is or may be in a position to help or hinder the
business of the Company (or assist the Company in connection with any actual or proposed transaction), which (i) might subject the Company,
or any other individual or entity, to any damage or penalty in any civil, criminal or governmental litigation or proceeding (domestic or foreign),
(ii) if not given in the past, might have had a Material Adverse Effect or (iii) if not continued in the future, might have a Material Adverse
Effect.

     (x) All material tax returns required to be filed by the Company in all jurisdictions have been so filed. All taxes, including withholding
taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable have
been paid, other than those being contested in good faith through appropriate proceedings diligently pursued and for which adequate reserves
have been provided or those currently payable without penalty or interest. To the knowledge of the Company, there are no material proposed
additional tax assessments against the Company or the assets or property of the Company. The Company has made adequate (in the opinion of
the Company) charges, accruals and reserves in the applicable financial statements included in the Final Prospectus in respect of all federal,
state and foreign income and franchise taxes for all periods presented therein as to which the tax liability of the Company has not been finally
determined.

     (y) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are
executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to
assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences thereto.

    (z) The Company maintains insurance covering its properties, operations, personnel and businesses with institutions it believes to be
financially responsible. Such insurance insures against such losses and risks as are adequate in accordance with customary industry practice to
protect the Company and its business. The Company has not received notice

                                                                        8
from any insurer or agent of such insurer that substantial capital improvements or other expenditures will have to be made in order to continue
such insurance. All such insurance is outstanding and duly in force on the date hereof, subject only to changes made in the ordinary course of
business, consistent with past practice, which do not, either individually or in the aggregate, materially alter the coverage thereunder or the
risks covered thereby. The Company has no reason to believe that it will not be able (a) to renew its existing insurance coverage as and when
such policies expire or (b) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as
now conducted or as presently contemplated and at a cost that would not result in a Material Adverse Effect.

     (aa) The Company and any ―employee benefit plan‖ (as defined under ERISA) established or maintained by the Company or its ―ERISA
Affiliates‖ (as defined below) are in compliance in all material respects with ERISA. ―ERISA Affiliate‖ means, with respect to the Company,
any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and
the regulations and published interpretations thereunder (the ―Code‖) of which the Company is a member. No ―reportable event‖ (as defined
under ERISA) has occurred or is reasonably expected to occur with respect to any ―employee benefit plan‖ established or maintained by the
Company or any of its ERISA Affiliates. No ―employee benefit plan‖ established or maintained by the Company or any of its ERISA
Affiliates, if such ―employee benefit plan‖ were terminated, would have any ―amount of unfunded benefit liabilities‖ (as defined under
ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of
ERISA with respect to termination of, or withdrawal from, any ―employee benefit plan‖ or (ii) Sections 412, 4971, 4975 or 4980B of the Code.
Each ―employee benefit plan‖ established or maintained by the Company or any of its ERISA Affiliates that is intended to be qualified under
Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such
qualification.

     (bb) Subsequent to the respective dates as of which information is given in the Final Prospectus and up to the Closing Date, except as set
forth in the Final Prospectus, (i) the Company has not incurred any liabilities or obligations, direct or contingent, that are or will be material,
either individually or in the aggregate, to the Company and its subsidiaries taken as a whole, nor entered into any transaction not in the ordinary
course of business, (ii) there has not been, either individually or in the aggregate, any change or development that could reasonably be expected
to result in a Material Adverse Effect; (iii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise
made any dividend or distribution of any kind on its capital stock; and (iv) there has been no material change in the capital stock, short-term
debt or long-term debt of the Company, except in each case as described in the Final Prospectus, or if the Final Prospectus is not in existence
the most recent Preliminary Prospectus.

     (cc) Except pursuant to this Agreement, there are no contracts, agreements or understandings between the Company or Zunicom or their
affiliates and any other person that would give rise to a valid claim against the Company or Zunicom or any of the Underwriters for a brokerage
commission, finder's fee or like payment in connection with the issuance, purchase and sale of the Shares.

                                                                        9
    (dd) The statements (including the assumptions described therein) included in the Final Prospectus (i) are within the coverage of Rule
175(b) under the Securities Act to the extent such data constitute forward looking statements as defined in Rule 175(c) and (ii) were made by
the Company with a reasonable basis and reflect the Company's good faith estimate of the matters described therein.

    (ee) The Company does not have any debt securities or preferred stock which is rated by any ―nationally recognized statistical rating
organization‖ as defined for purposes of Rule 436(g) under the Securities Act.

    (ff) The Company and Zunicom have the power to submit, and pursuant to this Agreement have legally, validly, effectively and irrevocably
submitted, to the jurisdiction of any federal or state court in the State of New York, County of New York, and have the power to designate,
appoint and empower and pursuant to this Agreement have legally, validly, effectively and irrevocably designated, appointed and empowered
an agent for service of process in any suit or proceeding based on or arising under this Agreement in any federal or state court in the State of
New York, County of New York, as provided in Section 13 hereof.

     (gg) Each certificate signed by any officer of the Company or Zunicom and delivered to the Underwriters or counsel for the Underwriters
pursuant to this Agreement shall be deemed to be a representation and warranty by the Company or Zunicom, respectively, to the Underwriters
as to the matters covered thereby.

    (hh) The Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the
Foreign Corrupt Practices Act of 1977, and the rules and regulations thereunder.

    The Company and Zunicom acknowledge that each of the Underwriters and, for purposes of the opinions to be delivered to the
Underwriters pursuant to Sections 6(b) and 6(c) hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy
and truth of the foregoing representations and hereby consents to such reliance.

    The Company and Zunicom acknowledge and agree that the Underwriters are acting solely in the capacity of an arm's length contractual
counterparty to the Company and Zunicom with respect to the offering of Shares contemplated hereby (including in connection with
determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Zunicom or any other
person. Additionally, Underwriters are not advising the Company, Zunicom or any other person as to any legal, tax, investment, accounting or
regulatory matters in any jurisdiction. The Company and Zunicom shall consult with their own advisors concerning such matters and shall be
responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall
have no responsibility or liability to the Company and Zunicom with respect thereto. Any review by the Underwriters of the Company and
Zunicom, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the
Underwriters and shall not be on behalf of the Company or Zunicom.

                                                                      10
    2. Purchase, Sale and Delivery of the Shares .

    (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions
herein set forth, (i) the Company and Zunicom agree to issue and sell 2,000,000 and 1,000,000 Firm Shares, respectively, to the Underwriters,
and the Underwriters, severally and not jointly, agree to purchase from the Company and Zunicom, at a purchase price per share of $ ______ ,
the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of
Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof.

     (b) Delivery of the Firm Shares to the Underwriters shall be made, against payment of the purchase price therefore, at the offices of
Ladenburg Thalmann & Co. Inc. (―Ladenburg‖) at 153 East 53 rd Street, 49 th Floor, New York, NY 10022, or such other location as may be
mutually acceptable. Such delivery and payment shall be made at 10:00 a.m., New York City time, on __________, 2006, or at such other time
as shall be agreed upon by the Underwriters and the Company. The time and date of such delivery and payment are herein called the ―Closing
Date.‖ On the Closing Date, one or more Firm Shares in global form, registered in the name of Cede & Co., as nominee of The Depositary
Trust Company, New York, New York (―DTC‖), having an aggregate amount corresponding to the aggregate principal amount of the Shares
sold to the Underwriters (the ―Global Shares‖) shall be delivered by the Company to Ladenburg, as agent for the Underwriters, against payment
by the Underwriters of the purchase price therefore, by wire transfer, in same-day funds to an account designated by the Company, provided
that the Company shall give at least two business days' prior written notice to Ladenburg of the information required to effect such wire
transfer. The Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day immediately
preceding the Closing Date.

    (c) In addition, the Company and Zunicom, respectively, hereby grant to the Underwriters options to purchase up to 300,000 and 150,000
Additional Shares, respectively, at the same purchase price per share to be paid by the Underwriters to the Company and Zunicom for the Firm
Shares as set forth in Section 2(a) hereof, for the sole purpose of covering over-allotments, if any, in the sale of Firm Shares by the
Underwriters. The shares subject to the option granted by the Company will be purchased prior to the purchase of the shares subject to the
option granted by Zunicom. This option may be exercised at any time, in whole or in part, on or before the forty-fifth day following the date of
the Final Prospectus, by written notice to the Company and Zunicom from Ladenburg on behalf of the Underwriters. Such notice shall set forth
the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by
Ladenburg on behalf of the Underwriters, when the Additional Shares are to be delivered (such date and time being herein sometimes referred
to as the ―Additional Closing Date‖); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or, if
thereafter, earlier than the third full business day after the date on which the option shall have been exercised nor later than the eighth full
business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the
provisions of Section 9 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized
denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you
to examine

                                                                      11
and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

   The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of
Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such
number increased as set forth in Section 9 hereof) bears to 3,000,000 subject, however, to such adjustments to eliminate any fractional shares as
Ladenburg on behalf of the Underwriters in its sole discretion shall make.

    Delivery of the Additional Shares to the Underwriters shall be made, against payment of the purchase price therefore, at the offices of
Ladenburg at 153 East 53 rd Street, 49 th Floor, New York, NY 10022, or such other location as may be mutually acceptable. Such delivery and
payment shall be made at 10:00 am, New York City time, on the Additional Closing Date or at such other time as shall be agreed upon by the
Underwriters and the Company. On the Additional Closing Date, one or more Additional Shares in definitive global form, registered in the
name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to
the Underwriters (the ―Additional Global Shares‖) shall be delivered by the Company to Ladenburg, as agent for the Underwriters, against
payment by the Underwriters of the purchase price therefore, by wire transfer, in same-day funds to an account designated by the Company,
provided that the Company shall give at least two business days' prior written notice to Ladenburg of the information required to effect such
wire transfer. The Additional Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day
immediately preceding the Additional Closing Date.

    3. Offering . Upon your authorization of the release of the Firm Shares, the Underwriters propose to offer the Firm Shares for sale to the
public upon the terms set forth in the Final Prospectus.

    4. Covenants of the Company . The Company and Zunicom, as applicable, covenant and agree with the Underwriters that:

     (a) If the Registration Statement has not yet been declared effective on the date of this Agreement, the Company will use its best efforts to
cause the Registration Statement and any amendments thereto to become effective as promptly as possible, and if Rule 430A is used or the
filing of the Final Prospectus is otherwise required under Rule 424(b) or Rule 434, the Company will file the Final Prospectus (properly
completed if Rule 430A has been used) pursuant to Rule 424(b) or Rule 434 within the prescribed time period and will provide evidence
satisfactory to you of such timely filing. If the Company elects to rely on Rule 434, the Company will prepare and file a term sheet that
complies with the requirements of Rule 434.

    The Company will notify you immediately (and, if requested by you, will confirm such notice in writing) (i) when the Registration
Statement and any amendments thereto become effective, (ii) of any request by the Commission for any amendment of or supplement to the
Registration Statement or the Final Prospectus or for any additional information, (iii) of the mailing or the delivery to the Commission for filing
of any amendment of or supplement to the Registration Statement or the Final Prospectus, (iv) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or any post-effective

                                                                        12
amendment thereto or of the initiation, or the threatening, of any proceedings therefore, (v) of the receipt of any comments from the
Commission and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale
in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at
any time, the Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as
soon as possible. The Company will not file any amendment to the Registration Statement or any amendment of or supplement to the Final
Prospectus (including the prospectus required to be filed pursuant to Rule 424(b) or Rule 434) that differs from the prospectus on file at the
time of the effectiveness of the Registration Statement before or after the effective date of the Registration Statement to which you shall
reasonably object in writing after being timely furnished in advance a copy thereof.

     (b) If at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act any event shall have occurred
as a result of which the Final Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company,
include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or
supplement the Final Prospectus or Registration Statement to comply with the Securities Act or the Securities Act Regulations, the Company
will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance
satisfactory to you) which will correct such statement or omission and will use its best efforts to have any amendment to the Registration
Statement declared effective as soon as possible.

    (c) The Company will promptly deliver to you two signed copies of the Registration Statement, including exhibits and all amendments
thereto, and the Company will promptly deliver to each of the Underwriters such number of copies of any preliminary prospectus, the Final
Prospectus, the Registration Statement, and all amendments of and supplements to such documents, if any, as you may reasonably request.

    (d) The Company will endeavor in good faith, in cooperation with you, at or prior to the time of effectiveness of the Registration
Statement, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions
as you may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event
shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process.

    (e) The Company will make generally available (within the meaning of Section 11(a) of the Securities Act) to its security holders and to
you as soon as practicable, but not later than 45 days after the end of its fiscal quarter in which the first anniversary date of the effective date of
the Registration Statement occurs, an earnings statement (in form complying with the provisions of Rule 158 of the Securities Act Regulations)
covering a period of at least twelve consecutive months beginning after the effective date of the Registration Statement.

                                                                          13
    (f) Other than Zunicom’s sale of Shares hereunder, for a period of twelve (12) months after the Effective Date, Zunicom will not, and will
not permit any of its affiliates (which, for this purpose, shall not include the Company), directly or indirectly, to (i) offer, pledge, sell, or
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option right or warrant to purchase,
lend, or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for
Common Stock, or (ii) enter into any swap, derivative transaction or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock (whether any such transaction is to be settled by delivery of Common Stock, other
securities, cash or other consideration) or otherwise dispose of, any Common Stock (or any securities convertible into, exercisable for or
exchangeable for Common Stock) or any interest therein or announce any intention to do any of the foregoing, without the prior written
consent of the Representatives, except that sales or transfers may be made in private transactions which are exempt from registration under the
Securities Act, if the proposed purchaser or transferee agrees to be bound by the provisions hereof. The Company will obtain the undertaking of
each of its officers and directors and such of its other stockholders as have been heretofore designated by you and listed in Schedule II-A
attached hereto not to engage in any of the aforementioned transactions or to announce their intention to do any of the foregoing on their own
behalf.

     (g) During a period of two years from the Effective Date, the Company will furnish to you copies of (i) all reports to its stockholders; and
(ii) all reports, financial statements and proxy or information statements filed by the Company with the Commission or any national securities
exchange.

    (h) The Company will apply its net proceeds from the sale of the Shares as set forth under the caption ―Use of Proceeds‖ in the Final
Prospectus.

    (i) The Company will use its best efforts to cause the Shares to be listed on the American Stock Exchange.

    (j) In the event the Common Stock becomes delisted on the American Stock Exchange, then the Company will register and remain covered
by Standard & Poor's Corporation Records Guide or another recognized securities manual for a period of three years commencing on the
Closing Date.

    (k) The Company shall at all times prior to the completion of the Offering allow, or take such actions as are necessary to facilitate, the
Underwriters and their representatives to conduct all due diligence on the Company and the Shares which the Underwriters may reasonably
require.

    (l) The Company shall maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the
Common Stock and to cause such transfer agent to furnish the Underwriters a duplicate copy of the daily transfer sheets prepared by the
transfer agent during the 12-month period commencing on the effective date of the Registration Statement and instruct the transfer agent to
timely provide, upon the request of the Underwriters, from time to time, duplicate copies of such transfer sheets and/or a duplicate

                                                                        14
copy of a list of stockholders, all at the Company's expense, for a period of four years after such 12-month period.

     (m) At the time of purchase of the Firm Shares, the Company agrees to sell to Ladenburg and Wunderlich Securities, Inc. (―Wunderlich‖)
for a total purchase price of $100.00, warrants (the ―Warrant‖ or ―Warrants‖) entitling Ladenburg and Wunderlich or its or their assigns to
purchase up to 10% of the sum of the Firm Shares and the Additional Shares at a price equal to 120% of the public offering price. The Warrants
shall be exercisable commencing 180 days after the date of purchase and shall expire five years from the date of purchase. The Warrants shall
contain cashless exercise provisions and the Additional Shares (using a 20 trading day volume weighted average price to determine the market
price of the Common Stock, upon the exercise of the Warrants), and anti-dilution provisions as are acceptable to Ladenburg and Wunderlich.

     (n) The Company hereby agrees to afford Ladenburg the right, but not the obligation, commencing on the Effective Date and terminating
two years thereafter, to sell for the account of the pre-Offering shareholders of the Company who will own one percent (1%) or more of the
outstanding shares of Common Stock immediately after the Offering is complete at the effective date (collectively, the ―144 Sellers‖) any
securities sold pursuant to Rule 144 under the Securities Act, and the Company shall require each of the 144 Sellers to execute an agreement
containing the terms contained in this subsection. Each of the 144 Sellers agrees to give notice to Ladenburg of his intent to offer for sale of
any shares of Common Stock. Ladenburg will have 48 hours excluding Saturdays, Sundays and holidays when the American Stock Exchange is
closed (―48 Hours‖) to make an offer for the entire number of shares covered by the notice. Assuming that Ladenburg make such an offer
within 48 Hours, the 144 Seller will have 48 Hours to sell the entire number of shares through or to another broker-dealer for the net price
which is better than the price offered by the Ladenburg (the ―Net Price‖). If he does so, then Ladenburg shall have no rights to purchase for its
account or sell for the account of the 144 Seller the shares covered by the notice. The Net Price shall be adjusted during the 48 Hours by the
amount of any change upwards or downwards in the last sales price. If the 144 Seller gives notice to Ladenburg that it is unable to obtain a
better Net Price, Ladenburg may purchase all the shares contained in the notice for its own account or sell all of the shares contained in the
notice for the account of the 144 Seller at the Net Price, subject to adjustment as provided in this subsection, or the 144 Seller may thereafter
sell such shares through another broker-dealer.

     (o) In the event the Department of Corporate Financing of the National Association of Securities Dealers, Inc. (―NASD‖) shall determine
that any common stock of Zunicom or the Company or stock options issued to, or financial consulting or other agreements of Zunicom or the
Company, with any person or persons who are unaffiliated with the Underwriters are nevertheless considered underwriting compensation, the
Company and Zunicom will take such action as the NASD may require to prevent such stock options or agreements from having any adverse
effect on the Underwriters allowable compensation. In the event that the NASD still deems the Underwriters compensation to be unacceptable,
the Underwriters shall, in their sole discretion, make such further adjustments to the form of their compensation as they deem necessary to
obtain NASD clearance, so long as such compensation adjustments do not increase the amount of total compensation provided for in this
Agreement.

                                                                       15
     (p) Each of the Company and Zunicom covenant and agree that as long as any of the assets of the Company are pledged or hypothecated or
otherwise serve as security for insurance bonds issued to or for the benefit of Zunicom, or as long as any of the assets of the Company are
hypothecated or serve as collateral for any liabilities of Zunicom, then in either event, all proceeds received by Zunicom from the sale of any
equity securities or other securities convertible into, exercisable for, or exchangeable for equity securities of the Company or Zunicom, as the
case may be shall be used to first refinance any indebtedness by Zunicom so as to release the assets of the Company as collateral for such
liability or otherwise release the Company from any liability for the indebtedness of Zunicom and second, such proceeds shall be used to cause
any bonding companies to release the assets of and the Company from any contingent liabilities thereunder.

     5. Payment of Expenses . Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is
terminated, the Company shall have paid to Ladenburg a due diligence fee of $25,000 and hereby agrees to pay all costs and expenses incident
to the performance of the obligations of the Company hereunder, including those in connection with (i) preparing, printing, duplicating, filing
and distributing the Registration Statement, as originally filed and all amendments thereof (including all exhibits thereto), any Preliminary
Prospectus, the Final Prospectus and any amendments or supplements thereto (including, without limitation, fees and expenses of the
Company's accountants and counsel), the underwriting documents (including this Agreement) and all other documents related to the public
offering of the Shares (including those supplied to the Underwriters in quantities as herein above stated), (ii) the issuance, transfer and delivery
of the Shares to the underwriters, including any transfer or other taxes payable thereon, (iii) the qualification of the Shares under state or
foreign securities or blue sky laws, including the costs of printing and mailing a preliminary and final ―Blue Sky Survey‖ and the fees of
counsel for the Underwriters and such counsel's disbursements in relation thereto, (iv) listing the Shares on the American Stock Exchange, (v)
filing fees of the Commission and the NASD, (vi) the cost of printing certificates representing the Shares, (vii) the cost and charges of any
transfer agent or registrar for the Common Stock, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken
in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters' sales forces, including,
without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in
connection with the road show presentations, travel, lodging and other

                                                                        16
expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road
show, (ix) the preparation of five bound volumes of the Registration Statement for the Managing Underwriters, (x) the cost of ―tombstone‖
advertisements, up to $25,000, (xi) the non-accountable expense allowance to Ladenburg equal to 2% of the aggregate gross proceeds from the
sale of the Shares, such non-accountable expense allowance being calculated only on the offering proceeds and shall not include any proceeds
from the sales of securities pursuant to the over-allotment option and after deducting the amount of the due diligence fee of $25,000, the costs
of ―tombstone‖ advertisements in excess of $25,000, and all Underwriters’ travel and lodging expenses associated with the road show paid by
the Company and (xii) the performance of the Company's other obligations hereunder.

     6. Conditions of Underwriters' Obligations . The obligations of the Underwriters to purchase and pay for the Firm Shares and the
Additional Shares, as provided herein, shall be subject to the accuracy of the representations and warranties of the Company and Zunicom
herein contained, as of the date hereof and as of the Closing Date (for purposes of this Section 6, ―Closing Date‖ shall refer to the Closing Date
for the Firm Shares and any Additional Closing Date, if different, for the Additional Shares), to the absence from any certificates, opinions,
written statements or letters furnished to you or to Patton Boggs LLP (―Underwriters' Counsel‖) pursuant to this Section 6 of any misstatement
or omission, to the performance by the Company of its obligations hereunder, and to the following additional conditions:

    (a) The Registration Statement shall have become effective not later than 5:30 p.m., New York time, on the date of this Agreement, or at
such later time and date as shall have been consented to in writing by you; if the Company shall have elected to rely upon Rule 430A or Rule
434 of the Securities Act Regulations, the Final Prospectus shall have been filed with the Commission in a timely fashion in accordance with
Section 4(a) hereof; and, at or prior to the Closing Date no stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereof shall have been issued and no proceedings therefore shall have been initiated or threatened by the
Commission.

    (b) At the Closing Date, you shall have received the opinion of Morse, Zelnick, Rose & Lander LLP, dated the Closing Date addressed to
the Underwriters and in form and substance satisfactory to Underwriters' Counsel, to the effect that:

         (i) The Company and each of its subsidiaries has been duly organized and is validly existing as a corporation or limited liability
     company, as the case may be, in good standing under the laws of the state of its organization. The Company and each of its subsidiaries is
     duly qualified and in good standing as a foreign corporation or limited liability company, as the case may be, in each jurisdiction in which
     the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification
     necessary, except for those failures to be so qualified or in good standing which will not in the aggregate have a Material Adverse Effect.
     The Company and each of its subsidiaries has all requisite corporate or similar authority to own, lease and license its respective properties
     and conduct its business as now being conducted and as described in the Registration Statement and the Final Prospectus. Except as
     disclosed in the Final Prospectus, to the best knowledge of such counsel, all of the outstanding shares of capital stock or equity interests of
     the Company's subsidiaries

                                                                        17
are owned beneficially and of record by the Company and have been validly authorized and issued and are fully paid and nonassessable
and, except as described in the Final Prospectus, there are no other equity securities of any subsidiary or any securities convertible into
capital stock of any subsidiary, nor are there any options, warrants, or other rights to acquire capital stock or other equity securities of any
subsidiary of the Company.

     (ii) The Company has an authorized capital stock as set forth in the Registration Statement and the Final Prospectus. All of the
outstanding shares of Common Stock are duly and validly authorized and issued, are fully paid and nonassessable and were not issued in
violation of or subject to any preemptive rights, and no preemptive rights of stockholders exist with respect to any of the Company's
Common Stock. The Shares to be delivered by the Company on the Closing Date have been duly and validly authorized and, when
delivered by the Company against payment therefore in accordance with this Agreement, will be duly and validly issued, fully paid and
nonassessable and will not have been issued in violation of or subject to any preemptive or similar rights. The Shares to be delivered by
Zunicom on the Closing Date have been duly and validly authorized and issued, fully paid and nonassessable, and will not have been
issued in violation of or subject to any preemptive or similar rights. To the best knowledge of such counsel, none of the Shares are subject
to any liens, encumbrances or adverse claims or any proxies or restrictions on transfer or voting. The certificates for the Common Stock
are in due and proper form. The Common Stock, the Firm Shares and the Additional Shares conform to the descriptions thereof contained
in the Registration Statement and the Final Prospectus.

    (iii) The Shares (including the Additional Shares) have been approved for listing on the American Stock Exchange, subject only to
notice of issuance.

    (iv) This Agreement has been duly and validly authorized, executed and delivered by the Company.

    (v) There is no litigation or governmental or other action, suit, proceeding or investigation before any court or before or by any public,
regulatory or governmental agency or body pending or to the best knowledge of such counsel, threatened against, or involving the
properties or business of, the Company, which is of a character required to be disclosed in the Registration Statement and the Final
Prospectus which has not been properly disclosed therein.

     (vi) The execution, delivery, and performance of this Agreement, the issuance, offering and sale of the Shares and the consummation
of the transactions contemplated hereby by the Company and Zunicom do not and will not violate, conflict with or constitute a breach of
any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a
default), or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of
its subsidiaries or result in any acceleration of any indebtedness of the Company pursuant to (A) any bond, debenture, note, indenture,
mortgage, deed of trust, contract or other agreement known to such counsel to

                                                                    18
which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties or
assets are or may be bound (B) any statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their
respective properties or assets or (C) to the best knowledge of such counsel, any judgment, order or decree of any court or governmental
agency or authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets. No
consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any governmental
agency or authority having jurisdiction over the Company, Zunicom or any of their subsidiaries or any of their respective properties or
assets is required for the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated
hereby, except for (1) such as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of
the Shares by the Underwriters (as to which such counsel need express no opinion) and (2) such as have been made or obtained under the
Securities Act.

     (vii) The Registration Statement and the Final Prospectus and any amendments thereof or supplements thereto (other than the financial
statements and other financial, reserve, production or other statistical data included therein, as to which no opinion need be rendered)
comply as to form in all material respects with the requirements of the Securities Act and the Securities Act Regulations.

    (viii) The Registration Statement is effective under the Securities Act, and, to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment thereof has been issued and no proceedings
therefore have been initiated or threatened by the Commission and all filings required by Rule 424(b) of the Securities Act Regulations
have been made.

    (ix) To the best knowledge of such counsel, there are no holders of securities of the Company who, by reason of the execution by the
Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, have the right to request or
demand that the Company register under the Securities Act or analogous foreign laws and regulations securities held by them, other than
those such that have been duly exercised or waived.

     (x) The statements in the Final Prospectus under the sections ―Management's Discussion and Analysis of Financial Condition and
Results of Operations–Liquidity and Capital Resources‖; ―Business‖; ―Description of Capital Stock‖, which purport to summarize the
provisions of statutes, regulations, contracts, and other documents, insofar as such statements constitute a summary of documents referred
to therein or matters of law, are, in all material respects, accurate summaries and fairly and correctly present the information required to be
shown with respect to such matters and documents.

    (xi) Such counsel does not know of any contracts or documents required to be filed as exhibits to the Registration Statement or
described in the

                                                                   19
     Registration Statement or Final Prospectus which are not so filed or described as required.

         (xii) To the best knowledge of such counsel, the Company has all approvals, licenses and permits required to conduct its business
     lawfully, except where the failure to so possess would not have a Material Adverse Effect.

         (xiii) The documents incorporated by reference in the Final Prospectus (other than the financial statements and related schedules
     therein, as to which such counsel need express no opinion), when they were filed with the Commission complied as to form in all material
     respects with the requirements of the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and they
     have no reason to believe that any of such documents, when such documents were so filed contained an untrue statement of a material fact
     or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were
     made when such documents were so filed, not misleading.

     In addition, such opinion shall also contain a statement that such counsel has participated in conferences with officers and representatives
of the Company and Zunicom, representatives of the independent registered public accountants for the Company and the Underwriters at which
the contents of the Final Prospectus and related matters were discussed and, no facts have come to the attention of such counsel which would
lead such counsel to believe that either the Registration Statement at the time it became effective (including the information deemed to be part
of the Registration Statement at the time of effectiveness pursuant to Rule 430A(b) or Rule 434, if applicable), or any amendment thereof made
prior to the Closing Date as of the date of such amendment, contained an untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein not misleading, or that the Final Prospectus as of its date (or any
amendment thereof or supplement thereto made prior to the Closing Date as of the date of such amendment or supplement) and as of the
Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being
understood that such counsel need express no belief or opinion with respect to the financial statements and other financial, reserve, production
or other statistical data included therein).

     In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws other than the federal laws of the
United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion,
if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to Underwriters' Counsel) of other counsel reasonably
acceptable to Underwriters' Counsel, familiar with the applicable laws; and (B) as to matters of fact, to the extent they deem proper, on
certificates of responsible officers of the Company and certificates or other written statements of officers of departments of various
jurisdictions having custody of documents respecting the corporate existence or good standing of the Company and its subsidiaries, provided
that copies of any such statements or certificates shall be delivered to Underwriters' Counsel. The opinion of such counsel for the Company
shall state that the opinion of any such other counsel is being relied upon and for what purpose.

                                                                       20
     (c) All proceedings taken in connection with the sale of the Firm Shares and the Additional Shares as herein contemplated shall be
satisfactory in form and substance to you and to Underwriters' Counsel, and the Underwriters shall have received from said Underwriters'
Counsel a favorable opinion, dated as of the Closing Date with respect to the issuance and sale of the Shares, the Registration Statement and the
Final Prospectus and such other related matters as you may reasonably require, and the Company shall have furnished to Underwriters' Counsel
such documents as they request for the purpose of enabling them to pass upon such matters.

     (d) At the Closing Date, you shall have received a certificate of the President and Chief Financial Officer of the Company, dated the
Closing Date, to the effect that (i) the condition set forth in subsection (a) of this Section 6 has been satisfied, (ii) as of the date hereof and as of
the Closing Date the representations and warranties of the Company set forth in Section 1 hereof are accurate, (iii) as of the Closing Date the
obligations of the Company to be performed hereunder on or prior thereto have been duly performed and (iv) subsequent to the respective dates
as of which information is given in the Registration Statement and the Final Prospectus, the Company has not sustained any material loss or
interference with its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from
any labor dispute or any legal or governmental proceeding, and there has not been any material adverse change, or any development involving
a material adverse change, in the business, prospects, properties, operations, condition (financial or otherwise), affairs or management of the
Company, except in each case as described in or contemplated by the Final Prospectus.

    (e) At the time this Agreement is executed and at the Closing Date, you shall have received a letter from KBA Group, LLP, independent
registered public accountants for the Company, dated, respectively, as of the date of this Agreement and as of the Closing Date addressed to the
Underwriters and in form and substance satisfactory to you, stating that, among other things: (i) they are independent certified public
accountants with respect to the Company within the meaning of the Securities Act and the Securities Act Regulations and stating that the
information provided in response to Item 10 of Form S-1 is correct insofar as it relates to them; (ii) in their opinion, the financial statements and
schedules of the Company included in the Registration Statement and the Final Prospectus and covered by their opinion therein comply as to
form in all material respects with the applicable accounting requirements of the Securities Act and the applicable published rules and
regulations of the Commission thereunder; (iii) on the basis of procedures consisting of a reading of the latest available unaudited interim
financial statements of the Company, a reading of the minutes of meetings and consents of the stockholders and Board of Directors of the
Company and the committees of such Board of Directors subsequent to December 31, 2005, inquiries of officers and other employees of the
Company who have responsibility for financial and accounting matters of the Company with respect to transactions and events subsequent to
December 31, 2005, a review of interim financial information in accordance with the standards established by the American Institute of
Certified Public Accountants, and other specified procedures and inquiries to a date not more than five days prior to the date of such letter,
nothing has come to their attention that would cause them to believe that: (A) the unaudited financial statements and schedules of the Company
presented in the Registration Statement and the Final Prospectus, including the quarterly information set forth under the caption ―Management's
Discussion and Analysis of Financial Condition and Results of Operations,‖ do not comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and, if applicable, the Exchange Act

                                                                           21
and the applicable published rules and regulations of the Commission thereunder or that such unaudited consolidated financial statements are
not fairly presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the
audited financial statements included in the Registration Statement and the Final Prospectus; (B) with respect to the period subsequent to June
30, 2006, there were, as of the date of the most recently available monthly consolidated financial statements of the Company, if any, and as of a
specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the
Company or any decrease in the net current assets or shareholders' equity of the Company, in each case as compared with the amounts shown
in the most recent balance sheet presented in the Registration Statement and the Final Prospectus, except for changes or decreases which the
Registration Statement and the Final Prospectus disclose have occurred or may occur or which are set forth in such letter; (C) that during the
period from July 1, 2006 to the date of the most recent available monthly financial statements of the Company, if any, there was any decrease,
as compared with the corresponding period in the prior fiscal year, in total revenues, or total or per share net income, except for decreases
which the Registration Statement and the Final Prospectus disclose have occurred or may occur or which are set forth in such letter; (D) the
unaudited pro forma income statements and balance sheets presented in the Registration Statement and the Final Prospectus do not comply as
to form in all material respects with the applicable accounting requirements of the Securities Act and, if applicable, the Exchange Act and the
applicable published rules and regulations of the Commission thereunder, that such unaudited pro forma income statements and balance sheets
are not fairly presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the
audited financial statements included in the Registration Statement and the Final Prospectus or that the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of those statements; or (E) any other unaudited pro forma income statement data
or balance sheet items included in the Registration Statement or Final Prospectus do not agree with the corresponding amounts in the pro forma
income statements or balance sheets included in the Registration Statement and Final Prospectus; and (iv) they have compared specific dollar
amounts, numbers of shares, percentages of revenues and earnings, and other financial information pertaining to the Company set forth in the
Registration Statement and the Final Prospectus, which have been specified by you prior to the date of this Agreement, to the extent that such
amounts, numbers, percentages, and information may be derived from the general accounting and financial records of the Company or from
schedules furnished by the Company, and excluding any questions requiring an interpretation by legal counsel, with the results obtained from
the application of specified readings, inquiries, and other appropriate procedures specified by you set forth in such letter, and found them to be
in agreement.

    (f) Prior to the Closing Date the Company shall have furnished to you such further information, certificates and documents as you may
reasonably request.

    (g) You shall have received from each person who is a director or officer and stockholder of the Company and from such other
stockholders as have been heretofore designated by you and listed in Schedule III-A hereto a lock-up agreement substantially similar to the
lock-up agreement listed in Schedule III-B for a period of up to 180 days.

                                                                       22
    (h) You shall have received from Zunicom the lock-up agreement set forth on in Schedule IV hereto.

    (i) The NASD, upon review of the terms of the Offering, shall not have objected to your participation in such offering.

   (j) At the Closing Date, all of the Shares (including the Additional Shares) shall have been approved for listing on the American Stock
Exchange, subject only to notice of issuance.

     If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement, or if any of the
certificates, opinions, written statements or letters furnished to you or to Underwriters' Counsel pursuant to this Section 6 shall not be in all
material respects reasonably satisfactory in form and substance to you and to Underwriters' Counsel, all obligations of the Underwriters
hereunder may be canceled by you at, or at any time prior to, the Closing Date and the obligations of the Underwriters to purchase the
Additional Shares may be canceled by you at, or at any time prior to, the Additional Closing Date. Notice of such cancellation shall be given to
the Company in writing, or by telephone, telex or telegraph, confirmed in writing.

    7. Indemnification .

     (a) The Company and Zunicom, jointly and severally, agree to indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any and all
losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys' fees and any and all expenses
whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and
any and all amounts paid in settlement of any claim or litigation), jointly or severally, to which they or any of them may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the
registration of the Shares, as originally filed or any amendment thereof, or any related Preliminary Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading; provided, however, that neither the Company nor
Zunicom will be liable in any such case to the extent but only to the extent that any such loss, liability, claim, damage or expense arises out of
or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of any Underwriter through you expressly for use therein. This
indemnity agreement will be in addition to any liability which the Company and Zunicom may otherwise have, including under this
Agreement.

    (b) Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Company, each of the directors of the Company,
each of the officers of the Company who shall have signed the Registration Statement, Zunicom and each other person, if

                                                                        23
any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against any and
all losses, liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys' fees and any and all
expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all amounts paid in settlement of any claim or litigation), jointly or severally, to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or
actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement for the registration of the Shares, as originally filed or any amendment thereof, or any related Preliminary Prospectus or
the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent,
but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Underwriter through you expressly for use therein; provided, however, that in no case shall any Underwriter
be liable or responsible for any amount in excess of the underwriting discount applicable to the Shares purchased by such Underwriter
hereunder. This indemnity will be in addition to any liability which any Underwriter may otherwise have, including under this Agreement. The
Company and Zunicom acknowledge that the information contained under the caption ―Underwriting‖ constitutes the only information
furnished in writing by or on behalf of any Underwriter expressly for use in the Registration Statement relating to the Shares as originally filed
or in any amendment thereof, any related Preliminary Prospectus or the Final Prospectus or in any amendment thereof or supplement thereto, as
the case may be.

     (c) Promptly after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party
against whom indemnification is to be sought in writing of the commencement thereof (but the failure so to notify an indemnifying party shall
not relieve it from any liability which it may have under this Section 7, except to the extent such failure prejudiced the indemnifying party). In
case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such
indemnified party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any
such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of
such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to have charge of the defense of such action within a reasonable time after notice of
commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to
it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying
parties shall not have the right to direct the defense of such action on behalf of the

                                                                        24
indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties. Anything in this
subsection to the contrary notwithstanding, an indemnifying party shall not be liable for any settlement of any claim or action effected without
its written consent; provided, however, that such consent was not unreasonably withheld. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability or claims that are the subject matter of such proceeding.

     8. Contribution . In order to provide for contribution in circumstances in which the indemnification provided for in Section 7 hereof is for
any reason held to be unavailable from any indemnifying party or is insufficient to hold harmless a party indemnified thereunder, the Company,
Zunicom and the Underwriters shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by
such indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and
expenses suffered by the Company or Zunicom any contribution received by the Company or Zunicom from persons, other than the
Underwriters, who may also be liable for contribution, including Zunicom and persons who control the Company within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Exchange Act, officers of the Company who signed the Registration Statement and
directors of the Company) as incurred to which the Company and one or more of the Underwriters may be subject, in such proportions as is
appropriate to reflect the relative benefits received by the Company and Zunicom, respectively, and the Underwriters from the offering of the
Shares or, if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to above but also the relative fault of the Company and Zunicom, respectively, and the Underwriters in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The
relative benefits received by the Company and Zunicom, respectively, and the Underwriters shall be deemed to be in the same proportion as (x)
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company
and Zunicom and (y) the underwriting discounts and commissions received by the Underwriters, respectively, in each case as set forth in the
table on the cover page of the Final Prospectus. The relative fault of the Company and Zunicom, respectively, and of the Underwriters shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or Zunicom or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, Zunicom and the
Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of this Section 8, (i) in no case shall any Underwriter be liable or
responsible for any amount in excess of the underwriting discount applicable to the Shares purchased by such Underwriter hereunder, and (ii)
no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of

                                                                       25
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding
the provisions of this Section 8 and the preceding sentence, no Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. For purposes of this Section 8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as such Underwriter, Zunicom, and each person,
if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, each officer of
the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as
the Company, subject in each case to clauses (i) and (ii) of this Section 8. Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against
another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such party or parties
shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 8 or
otherwise, except to the extent such failure prejudiced such party. No party shall be liable for contribution with respect to any action or claim
settled without its consent; provided, however, that such consent was not unreasonably withheld.

    9. Default by an Underwriter .

     (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Shares or Additional Shares hereunder, and if
the Firm Shares or Additional Shares with respect to which such default relates do not (after giving effect to arrangements, if any, made by you
pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares or Additional Shares, the Firm Shares or
Additional Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to the respective proportions
which the numbers of Firm Shares set forth opposite their respective names in Schedule I hereto bear to the aggregate number of Firm Shares
set forth opposite the names of the non-defaulting Underwriters.

     (b) In the event that such default relates to more than 10% of the Firm Shares or Additional Shares, as the case may be, you may in your
discretion arrange for yourself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to
purchase such Firm Shares or Additional Shares, as the case may be, to which such default relates on the terms contained herein. In the event
that within five calendar days after such a default you do not arrange for the purchase of the Firm Shares or Additional Shares, as the case may
be, to which such default relates as provided in this Section 9, this Agreement or, in the case of a default with respect to the Additional Shares,
the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on
the part of the Company with respect thereto (except in each case as provided in Sections 5, 7 and 8 hereof) or the Underwriters, but nothing in
this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company
for damages occasioned by its or their default hereunder.

                                                                        26
    (c) In the event that the Firm Shares or Additional Shares to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right to postpone the Closing
Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Final Prospectus or in any other documents and arrangements, and the
Company agrees to file promptly any amendment or supplement to the Registration Statement or the Final Prospectus which, in the opinion of
Underwriters' Counsel, may thereby be made necessary or advisable. The term ―Underwriter‖ as used in this Agreement shall include any party
substituted under this Section 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Shares and
Additional Shares.

    10. Survival of Representations and Agreements . All representations and warranties, covenants and agreements of the Underwriters, the
Company and Zunicom contained in this Agreement, including representations of the Company and Zunicom in Section 1, the agreements
contained in Section 5, the indemnity agreements contained in Section 7, the contribution agreements contained in Section 8 and the
agreements contained in Section 13, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of
any Underwriter or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or Zunicom and shall
survive delivery of and payment for the Shares to and by the Underwriters. The representations contained in Section 1 and the agreements
contained in Sections 5, 7, 8, 11(d) and 13 hereof shall survive the termination of this Agreement, including termination pursuant to Sections 9
or 11 hereof.

    11. Effective Date of Agreement; Termination .

     (a) This Agreement shall become effective, upon the later of when (i) the Underwriters and the Company shall have received notification of
the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the public offering price or the purchase price
per Share has not been agreed upon prior to 5:00 p.m., New York time, on the fifth full business day after the Registration Statement shall have
become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly
provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying
the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7, 8 and 13 hereof shall at all times be in
full force and effect.

    (b) You shall have the right to terminate this Agreement at any time prior to the Closing Date, or the obligations of the Underwriters to
purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event
or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's
securities or securities in general; or (B) if trading on the American Stock Exchange shall have been suspended, or minimum or maximum
prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the American Stock Exchange
by the American Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking
moratorium has been declared by a state or federal authority or if

                                                                       27
any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have
become effective; or (D) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or
there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or
economic conditions if the effect of any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to proceed with the
offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Final Prospectus.

    (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter.

    (d) If the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth
herein is not satisfied or because of any refusal, inability or failure on the part of the Company or Zunicom to perform any agreement herein or
comply with any provision hereof, the Company will, subject to demand by you, reimburse the Underwriters for all reasonable out-of-pocket
expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith up to $100,000 (of
which $_________ has been previously paid).

    12. Notices . All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and, if sent to any
Underwriter, shall be mailed, delivered, or telexed or telegraphed and confirmed in writing, to such Underwriter c/o Ladenburg Thalmann &
Co. Inc., 153 East 43 rd Street, 49th Floor, New York, NY 10022, Attention: Mr. Robert J. Kropp, with a copy to: Patton Boggs LLP, 2001
Ross Avenue, Suite 3000, Dallas, Texas 75201, Attention: Norman R. Miller, Esq.; if sent to the Company, shall be mailed, delivered, or
telegraphed and confirmed in writing to the Company, Universal Power Group, Inc., 1720 Hayden Road, Carrollton, Texas 75006, Attention:
Mr. Randy Hardin with copy to: Morse, Zelnick, Rose & Lander LLP, Attention: Joel J. Goldschmidt, Esq., 405 Park Avenue, New York, New
York 10022 and, if sent to Zunicom, 1720 Hayden Road, Carrollton, Texas 75006.

    13. Consent to Jurisdiction; Waiver of Immunities; Appointment of Agent for Service .

    (a) The Company and Zunicom:

         (i) irrevocably submit to the nonexclusive jurisdiction of any New York State or federal court sitting in the State of New York, County
     of New York and any appellate court from any thereof in any action, suit or proceeding arising out of or relating to this Agreement or any
     other document delivered in connection herewith and irrevocably waive any immunity from such action or proceeding it may otherwise
     enjoy in the aforementioned courts;

         (ii) irrevocably agree that all claims in respect of any such action or proceeding may be heard and determined in such New York State
     court or in such federal court;

         (iii) irrevocably waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
     or proceeding; and

                                                                        28
          (iv) irrevocably designate, appoint and empower CT Corporation System, 1633 Broadway, New York, New York 10019 as its
     designee, appointee and authorized agent to receive for and on its behalf service of any and all legal process, summons, notices and
     documents that may be served in any action, suit or proceeding brought against it, with respect to its obligations, liabilities or any other
     matter arising out of or relating to this Agreement or any other document delivered in connection herewith and that such service may be
     made on such designee, appointee and authorized agent in accordance with legal procedures prescribed for such courts, and it being
     understood that the designation and appointment of CT Corporation System as such authorized agent shall become effective immediately
     without any further action; and further agrees that to the extent permitted by law, proper service of process upon CT Corporation System
     (or its successors as agent for service of process), shall be deemed in every respect effective service of process upon it in any such action,
     suit or proceeding.

    (b) Nothing in this Section 13 shall affect the right of any person to serve legal process in any other manner permitted by law or affect the
right of any person to bring any action or proceeding against the Company or its properties in the courts of other jurisdictions.

    (c) The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.

    14. Parties . This Agreement shall inure solely to the benefit of, and shall be binding upon, the Underwriters, the Company, Zunicom and
the controlling persons, directors, officers and others referred to in Sections 7 and 8, and their respective successors and assigns, and no other
person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or
any provision herein contained. The term ―successors and assigns‖ shall not include a purchaser, in its capacity as such, of Shares from any of
the Underwriters.

    15. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York for
contracts made and to be fully performed in such state without regard to principles of conflicts of law.

    16. Counterparts . This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.

                                                [ remainder of this page intentionally left blank ]
                                                                       29
    If the foregoing correctly sets forth the understanding between you, the Underwriters, Zunicom and the Company, please so indicate in the
space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us.

                                                                                                              Very truly yours,

                                                                                                              UNIVERSAL POWER
                                                                                                              GROUP, INC.


                                                                                                              By:

                                                                                                                      Name:
                                                                                                                      Title:


                                                                                                              ZUNICOM, INC.


                                                                                                              By:

                                                                                                                      Name:
                                                                                                                      Title:



ACCEPTED AND
AGREED
AS OF THE DATE
FIRST ABOVE
WRITTEN

LADENBURG THALMANN & CO. INC.
WUNDERLICH SECURITIES, INC.
 A S R EPRESENTATIVES OF THE S EVERAL U NDERWRITERS
N AMED IN S CHEDULE I H ERETO
 c/o Ladenburg Thalmann & Co. Inc.
153 East 53 rd Street, 49 th Floor
New York, N.Y. 10022

By:        Ladenburg Thalmann & Co. Inc.


By:
           Name: Robert J. Kropp
                  Director of Investment
           Title:
                  banking
                                             SCHEDULE I

                                            U NDERWRITERS

                                                            Total Number of
                                                                 Firm
                                                              Shares to be
                      Name of Underwriter                     Purchased
Ladenburg Thalmann & Co. Inc.                                ___________

Wunderlich Securities, Inc.                                  ___________




      TOTAL                                                  ___________
                              SCHEDULE II-A

                          L OCK -U P I NDIVIDUALS
1.   William Tan

2.   Randy Hardin

3.   Ian Edmonds

4.   Mimi Tan

5.   Julie Sansom-Reese
                                                                SCHEDULE II-B

                                                          L OCK -U P A GREEMENT

    This Lock-Up Letter Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the ―Underwriting
Agreement‖) to be entered into by Universal Power Group, Inc., a Texas corporation (the ―Company‖), Zunicom, Inc., a Texas corporation, and
you, as the Representatives of the several Underwriters named therein, with respect to the public offering (the ―Offering‖) of Common Stock,
par value $0.01 per share, of the Company (the ―Common Stock‖). Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Underwriting Agreement.

     In consideration of the Underwriters' agreement to purchase and make the Offering of the Common Stock, and for other good and valuable
consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Ladenburg
Thalmann & Co. Inc. on behalf of the Underwriters, the undersigned will not, during the period ending 12 months after the date of the
prospectus relating to the Offering (the ―Final Prospectus‖), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock of the Company, or any securities of the Company which are substantially
similar to the Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock (including, but not limited
to, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the
Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), except that sales or
transfers may be made in private transactions which are exempt from registration under the Securities Act, if the proposed purchaser or
transferee agrees to be bound by the provisions thereof, or (2) enter into any swap, option, future, forward or other agreement that transfers, in
whole or in part, any of the economic consequences of ownership of the Common Stock or any securities of the Company which are
substantially similar to the Common Stock, including, but not limited to, any security convertible into or exercisable or exchangeable for
Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. In addition, the undersigned agrees that, without the prior written consent of Ladenburg Thalmann & Co. Inc.
on behalf of the Underwriters, it will not, during the period ending 12 months after the date of the Final Prospectus, make any demand for or
exercise any right with respect to, the registration of any shares of Common Stock or any substantially similar securities of the Company,
including but not limited to, any security convertible into or exercisable or exchangeable for Common Stock.

     In furtherance of the foregoing, the Company and any duly appointed transfer agent for the registration or transfer of the securities
described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of
this Lock-Up Agreement.

    The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement.
All authority herein conferred or agreed to be
conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the
undersigned.

     The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in
reliance upon this Lock-Up Agreement.
                                                                                                                                       Exhibit 3(i)

                                                             AMENDED AND RESTATED
                                                          CERTIFICATE OF FORMATION OF
                                                          UNIVERSAL POWER GROUP, INC.


     Pursuant to the provisions of 3.057-3.059 of the Texas Business Organizations Code (the "TBOC"), the undersigned Corporation adopts the
following Amended and Restated Certificate of Formation.

Article I.

The name of the Corporation is Universal Power Group, Inc.

Article II.

The filing entity is a for-profit corporation.

Article III.

The date of formation of the entity is July 22, 1968.

Article IV.

The file number issued by the Secretary of State is 24967800.

Article V.

     The following amendment to the Restated Articles of Incorporation was adopted on October 25, 2006, in a manner required by the TBOC
and the governing documents of the Corporation. Articles One through Nine of the Restated Articles of Incorporation are amended to read as
follows, and said Restated Certificate of Formation, as amended, does not contain any other change in the Restated Articles of Incorporation
except for information omitted under the TBOC.

            We, the undersigned natural persons of the age of eighteen (18) years or more, acting as Organizers of a corporation under
        the Texas Business Organizations Code, do hereby adopt the following Certificate of Formation for such Corporation.

                                                                   Article I.
               The name of the Corporation is Universal Power Group, Inc.

                                                                    Article II.

               The period of its duration is perpetual.

                                                                    Article III.


           The purpose for which the Corporation is organized is to transact any business and to do and perform any and all acts and
        things authorized by the Texas Business Organizations Code, as amended (the "TBOC"), or which may be authorized in the
        future by amendment thereto.

                                                                    Article IV.


             1. For any matter, other than the election of directors or a matter for which the TBOC requires the vote of a specified portion
        of the
       shares entitled to vote, the act of the shareholders is determined by the affirmative vote of a majority of the shares entitled to
       vote and represented in person or by proxy at a meeting of shareholders at which a quorum is present; and

           2. With respect to the election of directors, a plurality of the votes cast by shareholders entitled to vote at a meeting of
       shareholders at which a quorum is present will govern.

                                                                     Article V.


    The power to adopt, alter, amend or repeal the Bylaws of the Corporation shall be vested in the Board of Directors.


                                                                    Article VI.


    Cumulative voting is expressly prohibited. At each election of directors, every shareholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose
election he has a right to vote; no shareholder shall be entitled to cumulate his votes by giving one candidate as many votes as the number of
such directors multiplied by his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

                                                                    Article VII.

     No holder of any stock of the Corporation shall be entitled as a matter of right to purchase or subscribe for any part of any stock of the
Corporation authorized by this Certificate or of any additional stock of any class to be issued by reason of any increase of the authorized shares
of the Corporation or of any bonds, certificates of indebtedness, debentures, warrants, options or other securities convertible into any class of
stock of the Corporation, but any shares authorized by this Certificate or any such additional authorized issue of any shares or securities
convertible into any shares may be issued and disposed of by the Board of Directors to such persons, firms, corporations or associations for
such consideration and upon such terms and in such manner as the Board of Directors may in its discretion determine without offering any
thereof on the same terms or on any terms to the shareholders then of record or to any class of shareholders, provided only that such issuance
may not be inconsistent with any provision of law or with any of the provisions of this Certificate.


                                                                   Article VIII.

     Any contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any firm of
which one or more of its directors are members or employees, or in which they are interested, or between the Corporation and any corporation
or association of which one or more of its directors are shareholders, members, directors, officers, or employees, or in which they are
interested, shall be valid for all purposes, notwithstanding the presence of the director or directors at the meeting of the Board of Directors of
the Corporation that acts upon, or in reference to, the contract or transaction, and notwithstanding his or their participation in the action, if the
facts of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize or ratify the
contract or transaction, the interested director or directors to be counted in determining whether a quorum is present and to be entitled to vote
on such authorization of ratification. This Article shall not be construed to invalidate any contract or other transaction that would otherwise be
valid under the common and statutory law applicable to it.
                                                                     Article IX.

    To the extent permitted by the TBOC, as such TBOC may be amended from time to time, and in accordance with the Bylaws of the
Corporation, the Corporation shall indemnify any person who was, is, or is threatened to be made a respondent in any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action or proceeding,
and any inquiry or investigation that could lead to such an action or proceeding by reason of the fact that he, his testator, or intestate, is or was a
director, officer or employee of the Corporation or of any corporation which he served in such capacity at the request of the Corporation, and
shall pay or reimburse the reasonable expenses incurred by such director, officer or employee where permitted. The right to indemnification
conferred by this Article shall not restrict the power of the Corporation to make any other type of indemnification permitted by law.

This Amendment adds to the Restated Articles of Incorporation, Articles X.-XIV. as follows:


                                                                      Article X.

     To the fullest extent not prohibited by law, a director of this Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a director, except that this Article does not eliminate or limit the liability
of a director for: (1) a breach of a director's duty of loyalty to the Corporation or its shareholders or members; (2) an act or omission not in
good faith or that involves intentional misconduct or a knowing violation of the law; (3) a transaction from which a director received an
improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; (4) an act or omission for
which the liability of a director is expressly provided for by statute; or (5) an act related to an unlawful stock repurchase or payment of a
dividend.


                                                                     Article XI.

       No director shall be liable,

           A. To the Corporation in connection with the director's vote for or assent to a distribution by the Corporation if, in the
       exercise of ordinary care, he relied and acted in good faith upon financial statements or other information of the Corporation
       represented to him to be correct in all material respects by the President or the officer of the Corporation having charge of its
       books of account, or stated in a written report by an independent public or certified public accountant or firm of such
       accountants fairly to reflect the financial condition of the Corporation, or if, in the exercise of ordinary care and in good faith, in
       voting for or assenting to a distribution by the Corporation, he considered the assets to be of their book value; or


           B. For any claims or damages that may result from his acts in the discharge of any duty imposed or power conferred upon
       him by the Corporation if, in the exercise of ordinary care, he acted in good faith and relied upon the written opinion of an
       attorney for the Corporation.


                                                                     Article XII.

 The aggregate number of shares of Common Stock that the Corporation shall have authority to issue is 50,000,000 shares of the par value of
One Cent ($0.01).
           The aggregate number of shares of Preferred Stock that the Corporation shall have authority to issue is 5,000,000 shares of
       the par value of One Cent ($0.01). The preference, dividends, liquidation and redemption rights shall be set by a resolution of
       the Board of Directors of the Corporation.

            The number of shares of the Corporation outstanding at the time of such adoption is 3,000,000, and the number of shares
       entitled to vote therein is 3,000,000.


                                                                   Article XIII.

           The post office address of its initial registered office and the name of its initial registered agent at such address are:


         Registered office:                   1720 Hayden Drive Carrollton, Texas 75006
         Registered agent:                    Julie Sansom-Reese

                                                                    Article XIV.

            The number of Directors constituting the initial Board of Directors is three (3) and the names and addresses of the persons
       who are to serve as Directors until the first annual meeting of the shareholders or until their successors are elected and qualified
       are:


                          Name                                       Address

         Randy Hardin                                                1720 Hayden Drive
                                                                     Carrollton, Texas 75006

         William Tan                                                 1720 Hayden Drive
                                                                     Carrollton, Texas 75006

         Ian Edmonds                                                 1720 Hayden Drive
                                                                     Carrollton, Texas 75006


   The Amended and Restated Certificate of Formation has been approved in the manner required by the TBOC and by the constituent
documents of the Corporation.


Date: October 25, 2006.



                                                                                    Universal Power Group, Inc.

                                                                                                 /s/ Randy Hardin

                                                                                    By:          Randy Hardin, President

                                                                                                 /s/ Mimi Tan

                                                                                    By:          Mimi Tan, Secretary
Amended and Restated Bylaws

             of

Universal Power Group, Inc.



          Adopted

          By The

     Board of Directors

            on

      October 25, 2006
                                                        Amended and Restated Bylaws

                                                                        of

                                                          Universal Power Group, Inc.

                                                                     Article 1.
                                                                     General

    1.1. General Offices . Unless otherwise determined by resolution of the Board of Directors, the principal office of the Corporation shall be
located in the City of Carrollton, County of Dallas, State of Texas. The Corporation may have such other offices, either within or without the
State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

    1.2. Registered Office . The Corporation shall have and continuously maintain in the State of Texas a registered office which may be, but
need not be, the same as the principal office in the State of Texas. The address of the registered office may be changed from time to time by the
Board of Directors. The present registered office of the Corporation is 1720 Hayden Drive, Carrollton, Texas 75006.

     1.3. Registered Agent . The Corporation shall have and continuously maintain in the State of Texas a registered agent, which agent may be
either an individual resident of the State of Texas whose business office is identical with the Corporation's registered office, or a domestic
corporation, or a foreign corporation authorized to transact business in the State of Texas which has a business office identical with the
Corporation's registered office. The registered agent may be changed from time to time by the Board of Directors. The present registered agent
of the Corporation is Julie Sansom-Reese.


                                                                    Article 2.
                                                                   Shareholders


     2.1. Annual Shareholders' Meetings . An annual meeting of Shareholders shall be held every twelve (12) months for the purpose of electing
Directors and for the transaction of such other business as may be properly brought before the meeting. The annual meeting shall be held within
six (6) months following the end of the Corporation's fiscal year on a day and hour to be selected by the President or the Board of Directors and
stated in the notice of the meeting; provided that the annual meeting shall not be held on a date declared a legal holiday by the State of Texas. If
the election of Directors shall not be held on the day selected for the annual meeting of Shareholders, or any adjournment thereof, the Board of
Directors shall cause the election to be held thereafter at a special meeting of the Shareholders as soon as such special meeting may
conveniently be held.

    2.2. Special Meeting . Unless otherwise prescribed by statute, special meetings of the Shareholders may be called for any purpose or
purposes. Special meetings may be called by the President, the Board of Directors, such other person or persons as may be authorized in the
Certificate of Formation or these Bylaws, or, unless otherwise provided by the Certificate of Formation, by the holders of at least thirty-three
and one-third percent ( 33 & 1/3%) of all the shares entitled to vote at the proposed special meeting. The record date for determining
Shareholders entitled to call a special meeting is the date the first Shareholder signs the notice of that meeting. Only business within the
purpose or purposes described in the notice required by Section 2.4. may be conducted at a special meeting of the Shareholders.

    2.3. Place of Meeting . The Board of Directors or the President may designate any place, either within or without the State of Texas, unless
otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting of Shareholders. A waiver of notice
signed by all Shareholders entitled to vote at a meeting may designate any place, either within or without the State of Texas, unless otherwise
prescribed by statute, as the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Texas.

2.4. Notice of Meeting.


     a. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Shareholder
entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to
the Shareholder at his address as it appears on the share transfer records of the Corporation, with postage thereon prepaid.

b. Any notice required to be given to any Shareholder of the Corporation by law or by the Certificate of Formation or these Bylaws need not be
given if (i) notice of two consecutive annual meetings and all notices of meetings held during the period between those annual meetings, if any,
or (ii) all (but in no event less than two) payments (if sent by first class mail) of distributions or interest on securities during a 12-month period
have been mailed to the Shareholder, addressed at his address as shown on the share transfer records of the Corporation, and have been
returned undeliverable. Any action or meeting taken or held without notice to such a person shall have the same force and effect as if the notice
had been duly given and, if the action taken by the Corporation is reflected in any certificate or document filed with the Secretary of State, that
certificate or that document may state that notice was duly given to all persons to whom notice was required to be given. If the Shareholder
delivers to the Corporation a written notice setting forth his then current address, the requirement that notice be given to the Shareholder shall
be reinstated.


2.5. Registered Holders of Shares, Closing of Share Transfer Records and Record Date

    a. Unless otherwise provided by law and subject to the provisions of Chapter 8, "Investment Securities", of the Texas Business &
Commerce Code, the Corporation may regard the person in whose name any shares issued by the Corporation are registered in the share
transfer records of the Corporation at any particular time (including, without limitation, as of a record date fixed pursuant to these Bylaws) as
the owner of those shares at that time for purposes of voting those shares, receiving distributions thereon or notices in respect thereof,
transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive rights with respect to
those shares, entering into agreements with respect to those shares as permitted by law, or giving proxies with respect to those shares, and
neither the Corporation nor any of its officers, directors, employees or agents shall be liable for regarding that person as the owner of those
shares at that time for those purposes, regardless of whether that person does not possess a certificate for those shares.


     b. For the purpose of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof
or entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any
of its own shares) or a share dividend from the Corporation, or in order to make a determination of Shareholders for any other proper purpose
(other than determining Shareholders entitled to consent to action by Shareholders proposed to be taken without a meeting of Shareholders), the
Board of Directors of the Corporation may fix in advance a date as the record date for such determination of Shareholders, such date in any
case to be not more than sixty (60) days and, in the case of a meeting of Shareholders, not less than ten (10) days, prior to the date on which the
particular action requiring such determination of Shareholders is to be taken. If no record date is fixed for the determination of Shareholders
entitled to notice of or to vote at a meeting of Shareholders, or Shareholders
entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a
share dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such
distribution or share dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a
determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof.

    c. Unless a record date shall have previously been fixed or determined pursuant to this Section, whenever action by Shareholders is
proposed to be taken by consent in writing without a meeting of Shareholders, the Board of Directors may fix a record date for the purpose of
determining Shareholders entitled to consent to that action, which record date shall not precede, and shall not be more than ten (10) days after,
the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of
Directors and the prior action of the Board of Directors is not required by law, the record date for determining Shareholders entitled to consent
to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered office, its principal place of business or an officer or agent of the Corporation
having custody of the books in which proceedings of meetings of Shareholders are recorded. Delivery shall be by hand or by certified or
registered mail, return receipt requested. Delivery to the Corporation's principal place of business shall be addressed to the President or the
principal executive officer of the Corporation. If no record date shall have been fixed by the Board of Directors and prior action of the Board of
Directors is required by law, the record date for determining Shareholders entitled to consent to action in writing without a meeting shall be at
the close of business on the date on which the Board of Directors adopts a resolution taking such prior action.

2.6.       Voting Lists .

   a. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the Shareholders entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any
Shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any Shareholder during the whole time of the meeting. The original stock transfer books shall be prima
facie evidence as to who are the Shareholders entitled to examine such list or transfer books or to vote at any meeting of Shareholders.

       b. Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting.

     c. An officer or agent having charge of the share transfer records who shall fail to prepare the list of Shareholders or keep the same on file
for a period of ten (10) days, or produce and keep it open for inspection at the meeting, as provided in this Section, shall be liable to any
Shareholder suffering damage on account of such failure, to the extent of such damage. In the event that such officer or agent does not receive
notice of a meeting of Shareholders sufficiently in advance of the date of such meeting reasonably to enable him or her to comply with the
duties prescribed by this Section, the Corporation, but not such officer or agent, shall be liable to any Shareholder suffering damage on account
of such failure, to the extent of such damage.
2.7.
       Quorum of and Voting by Shareholders .


       a.
             Unless the Certificate of Formation provides otherwise,


             (1) With respect to any matter, a quorum shall be present at a meeting of Shareholders if the holders of a majority of the shares
       entitled to vote on that matter are represented at the meeting in person or by proxy.

          (2) Once a quorum is present at a meeting of Shareholders, the Shareholders represented in person or by proxy at the meeting may
       conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the
       meeting of any Shareholder or the refusal of any Shareholder represented in person or by proxy to vote shall not affect the presence of a
       quorum at the meeting.

            (3) The Shareholders represented in person or by proxy at a meeting of Shareholders at which a quorum is not present may adjourn
       the meeting until such time and to such place as may be determined by a vote of the holders of a majority of the shares represented in
       person or by proxy at that meeting.

       b.    Unless otherwise provided in the Certificate of Formation,

            (1) With respect to any matter, other than the election of Directors or a matter for which the affirmative vote of the holders of a
       specified portion of the shares entitled to vote is required by law, the affirmative vote of a majority of the shares entitled to vote on that
       matter and held by Shareholders represented in person or by proxy at a meeting of Shareholders at which a quorum is present shall be
       the act of the Shareholders.

              (2) With respect to the election of Directors, Directors shall be elected by a plurality of the votes cast by the holders of shares
       entitled to vote in the election of Directors at a meeting of Shareholders at which a quorum is present.

2.8.
        Voting of Shares .

    a. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote of a meeting of Shareholders,
except to the extent that the Certificate of Formation provides for more or less than one vote per share or limit or deny voting rights to the
holders of the shares of any class or series, and except as otherwise provided by law.

    b. Treasury shares, shares of this Corporation's stock owned by another corporation, the majority of the voting stock of which is owned or
controlled by this Corporation, and shares of this Corporation's stock held by this Corporation in a fiduciary capacity shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

    c. Any Shareholder may vote either in person or by proxy executed in writing by the Shareholder. A telegram, telex, cablegram or similar
transmission by the Shareholder,
or a photographic, photostatic, facsimile or similar reproduction of a writing executed by the Shareholder, shall be treated as an execution in
writing for purposes of this Section. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided
in the proxy. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled
with an interest. Proxies coupled with an interest include the appointment as proxy of:

      (1)      A pledgee;

      (2)      A person who purchased or agreed to purchase, or owns or holds an option to purchase, the shares;

      (3)      A creditor of the Corporation who extended it credit under terms requiring the appointment;

      (4)      An employee of the Corporation whose employment contract requires the appointment; or

      (5)      A party to a voting agreement created under ss. 6.252 of the Texas Business Organizations Code ("TBOC").

     An irrevocable proxy, if noted conspicuously on the certificate representing the shares that are subject to the irrevocable proxy or, in the
case of uncertificated shares, if notation of the irrevocable proxy is contained in the notice sent pursuant to law with respect to the shares that
are subject to the irrevocable proxy, shall be specifically enforceable against the holder of those shares or any successor or transferee of the
holder. Unless noted conspicuously on the certificate representing the shares that are subject to the irrevocable proxy or, in the case of
uncertificated shares, unless notation of the irrevocable proxy is contained in the notice sent pursuant to law with respect to the shares that are
subject to the irrevocable proxy, an irrevocable proxy, even though otherwise enforceable, is ineffective against a transferee for value without
actual knowledge of the existence of the irrevocable proxy at the time of the transfer or against any subsequent transferee (whether or not for
value), but such an irrevocable proxy shall be specifically enforceable against any other person who is not a transferee for value from and after
the time that the person acquires actual knowledge of the existence of the irrevocable proxy.

     d. Any number of Shareholders of the Corporation may enter into a written voting trust agreement for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent shares of the Corporation. The shares that are to be subject to the agreement shall be
transferred to the trustee or trustees for purposes of the agreement, and a counterpart of the agreement shall be deposited with the Corporation
at its principal place of business or registered office. The counterpart of the voting trust agreement so deposited with the Corporation shall be
subject to the same right of examination by a Shareholder of the Corporation, in person or by agent or attorney, as are the books and records of
the Corporation, and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or
attorney, at any reasonable time for any proper purpose.

     e. Any number of Shareholders of the Corporation, or any number of Shareholders of the Corporation and the Corporation itself, may enter
into a written voting agreement for the purpose of providing that their shares of the Corporation shall be voted in the manner prescribed in the
agreement. A counterpart of the agreement shall be deposited with the Corporation at its principal place of business or registered office and
shall be subject to the same right of examination by a Shareholder of the Corporation, in person or by agent or attorney, as are the books and
records of the Corporation. The agreement if noted conspicuously on the certificate represented by the shares that are subject to the agreement
or, in the case of uncertificated shares, if notation of the agreement is contained in the notice sent pursuant to law with respect to the shares that
are subject to the agreement, shall be
specifically enforceable against the holder of those shares or any successor or transferee of the holder. Unless noted conspicuously on the
certificate representing the shares that are subject to the agreement or, in the case of uncertificated shares, unless notation of the agreement is
contained in the notice sent pursuant to law with respect to the shares that are subject to the agreement, the agreement, even though otherwise
enforceable, is ineffective against a transferee for value without actual knowledge of the existence of the agreement at the time of the transfer
or against any subsequent transferee (whether or not for value), but the agreement shall be specifically enforceable against any other person
who is not a transferee for value from and after the time that the person acquires actual knowledge of the existence of the agreement. A voting
agreement entered into pursuant to this Paragraph e. is not subject to the provisions of Paragraph d. of this Section 2.8.

     f. At each election for Directors every Shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the
number of shares owned by the Shareholder for as many persons as there are Directors to be elected and for whose election the Shareholder has
a right to vote. (For cumulative voting see Section 2.13. below.)

    g. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the Bylaws of
such corporation may authorize or, in the absence of such authorization, as the Board of Directors of such corporation may determine;
provided, however, that when any foreign corporation without a permit to do business in this State lawfully owns or may lawfully own or
acquire stock in the Corporation, it shall not be unlawful for such foreign corporation to vote said stock and participate in the management and
control of the business and affairs of the Corporation, as other Shareholders, subject to all laws, rules and regulations governing Texas
corporations and especially subject to the provisions of the antitrust laws of the State of Texas.

     h. Shares held by an administrator, executor, guardian, or conservator may be voted by him or her so long as such shares forming a part of
an estate are in the possession and forming a part of the estate being served by him or her, either in person or by proxy, without a transfer of
such shares into his or her name. Shares standing in the name of a trustee may be voted by that trustee, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name as trustee.

    i. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which
such receiver was appointed.

    j. A Shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter, the pledgee shall be entitled to vote the shares so transferred.

    2.9. Method of Voting . Voting on any question or in any election may be by voice or show of hands unless the presiding officer shall
order, or any Shareholder shall demand, that voting be by written ballot.

    2.10. Rules of Procedure . To the extent applicable, the most recent edition of Robert's Rules of Order in effect at the time of the
Shareholders' meeting may govern the conduct and procedure at all Shareholders' meetings.


    2.11. Action by Written Consent .

   a. Any action required by law to be taken or which may be taken at any annual or special meeting of Shareholders may be taken without a
meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of all the
shares entitled to vote with respect to the action that is the subject of the consent.

     b. A telegram, telex, cablegram or similar transmission by a Shareholder, or a photographic, photostatic, facsimile or similar reproduction
of a writing signed by a Shareholder, shall be regarded as signed by the Shareholder for purposes of this Section.

   c. If any action by Shareholders is taken by written consent, any certificate or documents filed with the Secretary of State as a result of the
taking of the action shall state, in lieu of any statement required by the TBOC concerning any vote of Shareholders, that written consent has
been given in accordance with this Section and the provisions of ss.6.201-6.205 of the TBOC and that any written notice required by this
Section and ss.6.201-6.205 of the TBOC has been given.

    2.12. Cumulative Voting . Cumulative voting is expressly prohibited by the Certificate of Formation.

    2.13. Preemptive Rights . No holder of any stock of the Corporation shall be entitled as a matter of right to purchase or subscribe for any
part of any stock of the Corporation authorized by the Certificate of Formation or of any additional stock of any class to be issued by reason of
any increase of the authorized stock of the Corporation, or of any bonds, certificates of indebtedness, debentures, warrants, options or other
securities convertible into any class of stock of the Corporation, but any stock authorized by the Certificate of Formation or any such additional
authorized issue of any stock or securities convertible into any stock may be issued and disposed of by the Board of Directors to such persons,
firms, corporations or associations for such consideration and upon such terms and in such manner as the Board of Directors may in its
discretion determine without offering any thereof on the same terms or on any terms to the Shareholder then of record or to any class of
Shareholders, provided only that such issuance may not be inconsistent with any provision of law or with any of the provisions of the
Certificate of Formation.


                                                                      Article 3.
                                                                      Directors

    3.1. Management . The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, the Board of Directors of the Corporation. Directors need not be residents of Texas or
Shareholders of the Corporation in order to qualify as a Director, unless the Certificate of Formation so requires.

    3.2. Number . The number of Directors of the Corporation shall consist of fromthree to eleven members as determined by the Board of
Directors and as shall be elected by the Shareholders from time to time. The initial number of Directors as provided by these Bylaws shall be
three and the number of Directors may be increased or decreased from time to time by amendment to this section of the Bylaws, but no
decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.

    3.3. Election . At the first annual meeting of Shareholders and at each annual meeting thereafter, the holders of shares entitled to vote in the
election of Directors shall elect Directors to hold office until the next succeeding annual meeting.

     3.4. Term of Office . Unless removed in accordance with these Bylaws, each Director shall hold office for the term for which the Director
is elected and until the Director's successor shall have been elected and qualified.

     3.5. Removal . Any Director may be removed from office either with or without cause at any special meeting of the Shareholders by the
affirmative vote of a majority of the Shareholders present in person or by proxy at such meeting and entitled to vote for the election of such
Director or Directors and at which
a quorum is present if notice of intention to act upon the question of removing such Director shall have been stated as one of the purposes for
the calling of such meeting and such meeting shall have been called in accordance with these Bylaws.

3.6.
        Vacancies .

a. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less
than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

     b. A Directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of
office continuing only until the next election of one or more Directors by the Shareholders.

    c. Notwithstanding Subsections a. and b. of this Section, whenever the holders of any class or series of shares are entitled to elect one or
more Directors by the provisions of the Certificate of Formation, any vacancies in such Directorships and any newly created Directorships of
such class or series to be filled by reason of an increase in the number of such Directors may be filled by the affirmative vote of a majority of
the Directors elected by such class or series then in office or by a sole remaining Director so elected, or by the vote of the holders of the
outstanding shares of such class or series, and such Directorships shall not in any case be filled by the vote of the remaining Directors or the
holders of the outstanding shares as a whole unless otherwise provided in the Certificate of Formation.

   3.7. Quorum . A majority of the number of Directors (then serving) shall constitute a quorum for the transaction of business. The act of the
majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

     3.8. Annual Directors' Meetings . Immediately after the annual meeting of the Shareholders and at the place such meeting of the
Shareholders has been held, the Board of Directors shall meet each year for the purpose of election of officers and consideration of any other
business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for
this annual meeting shall be necessary.

     3.9. Regular Meetings . The Board of Directors may provide by resolution the time and place, either within or without the State of Texas,
for the holding of regular meetings without other notice than such resolution.

     3.10. Special Meetings . Special meetings of the Board of Directors shall be called by the Chairman at the Chairman's own request or at the
request of any two members of the Board of Directors and shall be held upon notice by letter, email, telegram, cable, or radiogram, delivered
for transmission not later than 24 hours immediately preceding the day for the meeting, or by word of mouth, telephone, or radiophone received
not later than 24 hours immediately preceding the day for the meeting. Notice of any special meeting of the Board of Directors may be waived
in writing signed by the person or persons entitled to the notice, whether before or after the time of the meeting. The person or persons
authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Texas, as the place for
holding any special meeting of the Board of Directors called by them.

    3.11. No Statement of Purpose of Meeting Required . Neither the business proposed to be transacted, nor the purpose of any regular or
special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
    3.12. Compensation . By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at such
meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation
therefor.

     3.13. Attendance and Presumption of Assent . Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened. A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless that Director's dissent shall be entered in the minutes of the meeting or
unless that Director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such action.

     3.14. Committees of the Board of Directors . The Board of Directors, by resolution adopted by a majority of the full Board of Directors,
may designate from among its members one (1) or more committees, each of which shall be comprised of one or more of its members, and may
designate one or more of its members as alternate members of any committee, who may, subject to any limitations imposed by the Board of
Directors, replace absent or disqualified members at any meeting of that committee. Any such committee shall have and may exercise all of the
authority of the Board of Directors in the business and affairs of the Corporation to the extent provided in such resolution, except where action
of the Board of Directors is specified by the TBOC or other applicable law, but the designation of a committee of the Board of Directors and
the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed
upon it, him or her by law. No member of a committee shall continue to be a member of it after that member ceases to be a Director of the
Corporation. The Board of Directors shall have the power at any time to increase or decrease the number of members of a committee, to fill
vacancies on it, to remove any member of it, and to change its functions or terminate its existence. A committee shall keep regular minutes of
its proceedings and report the same to the Board when required by the Board.

     3.15. Waiver by Unanimous Consent in Writing . Any action required or permitted to be taken at a meeting of the Board of Directors or
any committee of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken is signed by
all the members of the Board of Directors then serving, or any committee of the Board of Directors, as the case may be, and then delivered to
the Secretary of the Corporation for inclusion in the Minute Book of the Corporation. Such consent shall have the same force and effect as a
unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State.

     3.16. Telephone Meetings . Subject to the provisions required or permitted by the TBOC for Notice of Meetings, unless otherwise
restricted by the Certificate of Formation, members of the Board of Directors, or members of any committee designated by the Board of
Directors, may participate in and hold a meeting of the Board of Directors, or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting
pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

    3.17. Chairman . At the first meeting of each newly elected Board of Directors, they shall by majority vote, select one of their number to be
Chairman of the Board of Directors who shall preside at all Directors' and Shareholders' meetings. A Chairman of the Board so elected shall
hold such office for the term for which he is elected a Director and until his successor shall have been elected and qualified. If no Chairman of
the Board of Directors is so elected, the President shall so act.

     3.18. Interested Directors/Officers or Shareholders . Any contract or other transaction between the Corporation and one or more of its
directors, or between the Corporation and any firm of which one or more of its directors are members or employees, or in which they are
interested, or between the Corporation and any
corporation or association of which one or more of its directors are shareholders, members, directors, officers, or employees, or in which they
are interested, shall be valid for all purposes, notwithstanding the presence of the director or directors at the meeting of the Board of Directors
of the Corporation that acts upon, or in reference to, the contract or transaction, and notwithstanding his or their participation in the action, if
the facts of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize or ratify
the contract or transaction, the interested director or directors to be counted in determining whether a quorum is present and to be entitled to
vote on such authorization of ratification. This Article shall not be construed to invalidate any contract or other transaction that would
otherwise be valid under the common and statutory law applicable to it.


                                                                     Article 4.
                                                                     Officers

    4.1. Number . The officers of the Corporation shall be a Chief Executive Officer, President, Chief Operating Officer, Executive
Vice-President, a Chief Financial Officer, one or more Vice Presidents (the number and title thereof to be determined in the discretion of the
Board of Directors), a Treasurer, and a Secretary and such Assistant Treasurers and Secretaries or other officers as may be elected by the Board
of Directors. Any two (2) or more offices may be held by the same person, except President and Secretary and Secretary and Treasurer shall not
be the same person. No officer need be a Shareholder, a Director, or a resident of Texas.

     4.2. Election and Term of Office . The officers of the Corporation shall be elected by the Board of Directors at its annual meeting or as
soon thereafter as conveniently possible. New or vacated offices may be filled at any meeting of the Board of Directors. The subordinate
officers and agents not elected or appointed by the Board of Directors shall be appointed by the President or any other principal officer to
whom the President shall delegate the authority. Each officer shall hold office until that officer's successor shall have been fully elected and
shall have qualified or until that officer's death or until that officer shall resign or shall have been removed in the manner hereinafter provided.
Election or appointment of an officer or agent shall not of itself create contract rights.

     4.3. Removal . Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.

    4.4. Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term as herein provided.

    4.5. Authority . Officers and agents shall have such authority and perform such duties in the management of the Corporation as are
provided in these Bylaws or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.

     4.6. Chief Executive Officer. The Chief Executive Officer (―CEO‖) shall be the principal executive officer of the Corporation and shall
have general and active management of the business and affairs of the Corporation and may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed Unless the Board
of Directors elects a Chairman, the CEO shall preside at all meetings of the Shareholders and of the Board of Directors. The CEO shall see that
all orders and resolutions of the Board of Directors are carried into effect, and shall perform all duties incident to the office of CEO and such
other duties as may be prescribed by the Board of Directors from time to time.
     4.7 President . Subject to the authority of the CEO, the President shall also have general and active management of the business and affairs
of the Corporation. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the
Board of Directors from time to time.

     4.8. Chief Operating Officer. The Chief Operating Officer (―COO‖) of the Corporation shall have charge of the daily business operations
of the Corporation. He shall carry out the duties assigned to him as prescribed from time to time by the Board of Directors. In the absence or
disability of the CEO and the President, he shall perform the duties of CEO on a temporary basis until the Board of Directors acts to replace the
CEO and/or President.

     4.9. Executive Vice-President . Subject to the authority of the COO, the Executive Vice-President shall also have charge of the daily
business operations of the Corporation. He shall carry out the duties assigned to him as prescribed from time to time by the Board of Directors.
In the absence or disability of the CEO, President and COO, he shall perform the duties of CEO on a temporary basis until the Board of
Directors acts to replace the CEO, President and/or COO.

     4.10. Chief Financial Officer. The Chief Financial Officer (―CFO‖) of the Corporation shall be the principal accounting and financial
officer of the Corporation and shall have charge and custody and be responsible for all funds and securities of the Corporation; receive and give
receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the
Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; render to the CEO and the
Board of Directors, whenever the same shall be required, an account of all transactions as CFO and of the financial condition of the
Corporation; if required so to do by the Board of Directors, give the Corporation a bond in such amount and with such surety or sureties as may
be ordered by the Board of Directors for the faithful performance of the duties of this office and for the restoration to the Corporation, in case
of the CFO's death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind
in the CFO's possession or under his or her control belonging to the Corporation; and in general perform all of the duties incident to the office
of CFO and such other duties as from time to time may be assigned by the CEO or by the Board of Directors.

   4.11. Vice President . The Vice President shall perform such other duties as from time to time may be assigned by the President or by the
Board of Directors.

     4.12. Secretary . The Secretary shall keep the minutes of the Shareholders' and Board of Directors' meetings in one or more books provided
for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the
corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all certificates for shares prior to the
issue thereof and to the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of
these Bylaws; keep a register of the post office address of each Shareholder which shall be furnished to the Secretary by such Shareholder; sign
with the President certificates for shares of the Corporation, the issue of which shall have been authorized by resolution of the Board of
Directors; have general charge of the stock transfer books of the Corporation; and in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

     4.13. Treasurer . Subject to the authority of the CFO, the Treasurer also shall have charge and custody and be responsible for all funds and
securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit
all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of
Directors; render to the CEO and the Board of Directors, whenever the same shall be required, an account of all transactions as Treasurer and
of the financial condition of the Corporation; if required so to do by the Board of Directors, give the Corporation a bond in such amount and
with such surety or sureties as may be ordered by the Board of Directors for the faithful performance of the duties of this office and for the
restoration to the Corporation, in case of the Treasurer's death, resignation, retirement, or removal from office, of all books, papers, vouchers,
money, and other property of whatever kind in the Treasurer's possession or under his or her control belonging to the Corporation; and in
general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the CEO or
by the Board of Directors.

    4.14. Assistant Treasurer and Assistant Secretary . The Assistant Treasurer, if there shall be such an officer, shall (if required by the Board
of Directors) give bond for the faithful discharge of his or her duties in such sums and with such sureties as the Board of Directors shall
determine and may, as authorized by the Board of Directors, sign with the CEO certificates for shares of the Corporation, the issue of which
shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurer and Assistant Secretary, in general, shall perform
such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the CEO or the Board of Directors.

    4.15. Salaries . The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that the officer is also a Director of the Corporation.


                                                                    Article 5.
                                                      Contracts, Loans, Checks And Deposits

     5.1. Authority For Execution of Instruments . Except as otherwise provided in these Bylaws or the TBOC, the Board of Directors may
authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf
of the Corporation, and that authority may be general or confined to specific instances, and, unless so authorized, no officer, agent, or employee
shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily
for any purpose or in any amount.

    5.2. Deposits . All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in
such banks, trust companies or other depositories as the Board of Directors or any officer designated by the Board may select.

    5.3. Loans . No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

    5.4. Checks, Drafts, Etc. . All checks, drafts, notes, bonds, bills of exchange, other orders for the

payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.


                                                                     Article 6.
                                                             Shares and Their Transfer

     6.1. Subscriptions . Unless otherwise provided in the subscription agreement, subscriptions for shares, whether made before or after
organization of the Corporation, shall be paid in full at such time or in such installments and at such times as shall be determined by the Board
of Directors. Any call made by the Board of Directors for payment on subscriptions shall be uniform as to all shares of the same class or as to
all shares of the same series, as the case may be. In case of default in the payment on any installment or call when payment is due, the
Corporation may proceed to collect the amount due in the same manner as any debt due to the Corporation.

    6.2. Issuance . Shares (both treasury and authorized but unissued) may be issued for such consideration, not less than par value, and to such
persons as the Board of Directors may determine from time to time. Shares may not be issued until the full amount of the consideration, fixed
as provided by law,
has been paid. When such consideration shall have been paid to the Corporation or to a corporation of which all of the outstanding shares of
each class are owned by the Corporation, the shares shall be deemed to have been issued and the subscriber or Shareholder entitled to receive
such issue shall be a Shareholder with respect to such shares, and the shares shall be considered fully paid and non-assessable.

     6.3. Payment . The consideration paid for the issuance of shares of the Corporation shall consist of money actually paid, labor or services
actually performed, or property, both tangible and intangible, actually received. Neither promissory notes nor the promise of future services
shall constitute payment or part payment for the issuance of shares of the Corporation. In the absence of fraud in the transaction, the judgment
of the Board of Directors or the Shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive.

     6.4. Certificates for Shares . The Corporation shall deliver certificates representing shares to which Shareholders are entitled, or the shares
of the Corporation may be uncertificated shares. Unless otherwise provided by the Certificate of Formation, the Board of Directors of the
Corporation may provide by resolution that some or all of any or all classes and series of its shares shall be uncertificated shares, provided that
such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Each certificate
representing shares shall be signed by the President or a Vice President and either the Secretary or Assistant Secretary or such officer or
officers as the Board of Directors shall designate, and may be sealed with the seal of the Corporation or a facsimile thereof. Each certificate
shall state upon the face thereof that the Corporation is organized under the laws of the State of Texas; the name of the person to whom it is
issued; the number, series and class of shares and the designation, preferences, limitations and relative rights of each class or series which such
certificate represents; the par value of each share represented by such certificate, or a statement that the shares are without par value; and such
other matters as may be required by law. The Corporation shall, after the issuance or transfer of uncertificated shares, send to the registered
owner of uncertificated shares a written notice containing this same information. Except as otherwise expressly provided by law, the rights and
obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same
class and series shall be identical.

    6.5. Facsimile Signatures . The signatures of the President or Vice President, Secretary or Assistant Secretary or such officer or officers as
these Bylaws or the Board of Directors of the Corporation shall prescribe upon a certificate may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued,
it may be issued by the Corporation with the same effect as if he or she were such officer at the date of its issuance.

     6.6. Registered Shareholders . The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

     6.7. Replacement of Lost or Destroyed Certificates . The Board of Directors may direct a new certificate or certificates to be issued in place
of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate or certificates representing shares to be lost or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of
such lost or destroyed certificate or certificates, or the owner's legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond with a surety or sureties satisfactory to the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.

   6.8. Transfer of Shares . Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by the
holder's duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares
duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. In
the case of an uncertificated share, transfer shall be effected by written instruction from the registered owner or registered pledgee of such
share, directed to the Corporation in accordance with the provisions of Article 8.305 of the Texas Business and Commerce Code, as amended.
When shares are registered on the books of the Corporation in the names of two (2) or more persons as joint owners with the right of
survivorship, after the death of a joint owner and before the time that the Corporation receives actual written notice that parties other than the
surviving joint owner or owners claim an interest in the shares, the Corporation may record on its books and otherwise effect the transfer of
those shares to any person, firm, or corporation (including that surviving joint owner individually) as if the surviving joint owner or owners
were the absolute owners of the shares. A corporation permitting such a transfer by such a surviving joint owner or owners before the receipt of
written notice from other parties claiming an interest in those shares is discharged from all liability for the transfer so made; provided, however,
that the discharge of the Corporation from liability and the transfer of full legal and equitable title of the shares in no way affects, reduces, or
limits any cause of action existing in favor of any owner of an interest in those shares against the surviving owner or owners.

    6.9. Restriction on Transfer . Any restrictions imposed by the Corporation on the sale or other disposition of its shares and on the transfer
thereof must, with respect to certificated shares, be noted conspicuously at length or in summary form on the face, or so copied on the back and
referred to on the face, of each certificate representing the shares to which the restriction applies. The certificate may, however, state on the
face or back that such a restriction exists pursuant to a specified document and that the Corporation will furnish a copy of the document to the
holder of the certificate without charge upon written request to the Corporation at its principal place of business. Restrictions on the transfer of
uncertificated shares shall be contained in the initial transaction statement.

   6.10.       Classes and Series of Shares .

    a. The Corporation may issue the number of shares stated in the Certificate of Formation. If the Certificate of Formation so provides, such
shares may be divided into one or more classes or series of shares, or both, any of which classes or series may be with par value or without par
value and with full, limited, or no voting rights, and with such other preferences, limitations, relative rights, privileges, and restrictions as are
stated or authorized in the Certificate of Formation. All shares of any one class shall have the same voting rights, conversion, redemption, and
other rights, preferences, privileges, and restrictions, unless the class is divided into series. If a class is divided into series, all the shares of any
one series shall have the same voting rights, conversion, redemption, and other rights, preferences, privileges, and restrictions. There shall
always be a class or series of shares outstanding that has complete voting rights except as limited or restricted by voting rights conferred on
some other class or series of outstanding shares.

     b. If the Corporation is authorized to issue shares of more than one class, the certificate shall set forth, either on the face or back of the
certificate, a full or summary statement of all of the designations, preferences, limitations, and/or relative rights of the shares of each class
authorized to be issued. If the Corporation is authorized to issue any preferred or special class in series, the statement must set forth the
variations among the relative rights and preferences of the shares of each such series so far as the same have been fixed and determined, and the
authority of the Board of Directors to fix and determine the relative rights and preferences of any subsequent series. In lieu of providing such a
statement in full on the certificate, a statement on the face or back of the certificate may provide that the Corporation will furnish this
information to any Shareholder without charge upon written request to the Corporation at its principal place of business or registered office and
that copies of the information are on file in the office of the Secretary of State.
                                                                    Article 7.
                                                              Dividends and Reserves


    7.1. Declaration and Payment . Subject to provisions of the TBOC and the Certificate of Formation (if any), dividends may be declared by
the Board of Directors at any regular or special meeting and may be paid in cash, in property, or in shares of the Corporation. Such declaration
and payment shall be at the discretion of the Board of Directors; provided that a distribution may not be made by the Corporation if after giving
effect to the distribution, the Corporation would be insolvent, or the distribution exceeds the surplus of the Corporation.

    7.2.       Registered Owner(s) of Shares .

    a. Distributions made by the Corporation, including those that were payable but not paid to a holder of shares, or to his heirs, successors, or
assigns, and that have been held in suspense by the Corporation or that were paid or delivered by it into an escrow account or to a trustee or
custodian, shall be payable by the Corporation, escrow agent, trustee, or custodian to the holder of the shares as of the record date (determined
as provided in Section 2.5.b. of these Bylaws), or to his heirs, successors, or assigns.

        b. When shares are registered on the books of the Corporation in the name of two (2) or more persons as joint owners with the right of
  survivorship, after the death of a joint owner and before the time that the Corporation receives actual written notice that parties other than the
   surviving joint owner or owners claim an interest in any distributions thereon, the Corporation may pay any distributions made in respect of
 those shares as if the surviving joint owner or owners were the absolute owners of the shares. A corporation making any distribution to such a
 surviving joint owner or owners before the receipt of written notice from other parties claiming an interest in those distributions is discharged
from all liability for the payment so made; provided, however, that the discharge of the Corporation from liability in no way affects, reduces, or
       limits any cause of action existing in favor of any owner of an interest in those distributions against the surviving owner or owners.

    7.3. Reserves . There may be created by resolution of the Board of Directors out of the earned surplus of the Corporation such reserve or
reserves as the Directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair
or maintain any property of the Corporation, or for such other purpose as the Directors shall think beneficial to the Corporation, and the
Directors may modify or abolish any such reserve in the manner in which it was created.


                                                                     Article 8.
                                                           Indemnification of Directors,
                                                             Officers And Employees

    8.1.       Definitions . In this Article:

   a. "Indemnitee" means (i) any present or former Director, or officer of the Corporation, (ii) any person who while serving in any of the
capacities referred to in clause (i) hereof served at the Corporation's request as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee
thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.

    b. "Official Capacity" means (i) with respect to a Director, the office of the Director in the Corporation or the exercise of authority by or on
behalf of the Director under the TBOC or the governing documents of the Corporation; and (ii) with respect to a person other than a Director,
the elective or appointive office, if any, in the Corporation held by the person or the relationship undertaken by the person on behalf of the
Corporation.
     c. "Proceeding" means (i) a threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative
or investigative, (ii) any appeal in such an action or proceeding, and (iii) any inquiry or investigation that could lead to such an action or
proceeding.

     8.2. Indemnification . The Corporation shall indemnify every Indemnitee against all judgments and reasonable expenses actually incurred
by the Indemnitee in connection with any Proceeding to which he was, is or is threatened to be named defendant or respondent, or in which he
was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having
been nominated or designated to serve, in any of the capacities referred to in Section 8.1.a., if it is determined in accordance with Section 8.4.
that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his Official Capacity, that his conduct
was in the Corporation's best interests and, in all other cases, that his conduct was at least not opposed to the Corporation's best interests, and
(c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the
event a determination is made that a person is entitled to indemnification pursuant to this Section 8.2. in connection with a Proceeding in which
the Indemnitee is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the
Indemnitee, whether or not the benefit resulted from an action taken in the Indemnitee's Official Capacity, such indemnification shall be limited
to the reasonable expenses (including court costs and attorney's fees) actually incurred by the Indemnitee in connection with the Proceeding.
No indemnification shall be made under this Section 8.2. in respect of any judgment, penalty, fine or amount paid in settlement in connection
with any Proceeding in which such Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty
to the Corporation. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its
equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a), (b) or (c) in the first sentence
of this Section 8.2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee
shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

    8.3. Successful Defense . Without limitation of Section 8.2. and in addition to the indemnification provided for in Section 8.2., the
Corporation shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in
which (i) he is a witness or other participant because he served in any of the capacities referred to in Section 8.1.b., at a time when he is not a
named defendant or respondent in the Proceeding, or (ii) he is a named defendant or respondent because he served in any of the capacities
referred to in Section 8.1.b., if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.

    8.4. Determinations . Any indemnification under Section 8.2. (unless ordered by a court of competent jurisdiction) shall be made by the
Corporation only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable
standard of conduct. The Corporation shall take all steps necessary to make such determination on its own initiative or upon the request of an
Indemnitee. Such determination shall be made (a) by the Board of Directors by a majority vote of Directors who, at the time of such vote, are
disinterested and independent, regardless of whether the Directors who are disinterested and independent constitute a quorum; (b) by a majority
vote of a committee of the Board of Directors, duly designated to act in the matter by a majority vote of all Directors (in which designation
only Directors who are disinterested and independent may participate), such committee to consist solely of one or more Directors who, at the
time of the committee vote, are disinterested and independent, regardless of whether the Directors who are disinterested and independent
constitute a quorum; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or
(b) of this Section 8.4. or, if the requisite quorum of all of the Directors cannot be obtained therefor and such committee cannot be established,
by a majority vote of all of the Directors (in which Directors who are not disinterested and independent may participate); (d) by the
shareholders in a vote that excludes the shares held by Directors that are not disinterested and independent; or (e) unanimous vote of Directors.
Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible,
except that if the determination that indemnification is permissible is made by special legal
counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the
selection of special legal counsel. In the event a determination is made under this Section 8.4. that the Director or officer has met the applicable
standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated.

     8.5. Advancement of Expenses . Reasonable expenses (including court costs and attorney's fees) incurred by an Indemnitee who was, is or
is threatened to be made a respondent in a Proceeding shall be paid by the Corporation at reasonable intervals in advance of the final
disposition of such Proceeding and without the determination specified in Section 8.4. after the Corporation receives (a) a written affirmation
by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Corporation under this
Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Corporation if the final
determination is that he has not met that standard or that indemnification is prohibited by Section 8.2. Such written undertaking shall be an
unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment.
Notwithstanding any other provision of this Article, the Corporation may pay or reimburse expenses incurred by a person who is not a Director,
including an officer, employee or agent.

    8.6. Employee Benefit Plans . For purposes of this Article, the Corporation shall be deemed to have requested an Indemnitee to serve an
employee benefit plan whenever the performance by him of his duties to the Corporation also imposes duties on or otherwise involves services
by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan
pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the
performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be
deemed to be for a purpose which is not opposed to the best interests of the Corporation.

    8.7. Other Indemnification and Insurance . The indemnification provided by this Article shall not be deemed exclusive of, or to preclude,
any other rights to which those seeking indemnification may at any time be entitled under the Corporation's Certificate of Formation, any law,
agreement or vote of shareholders or disinterested Directors, or otherwise, or under any policy or policies of insurance or other arrangement,
consistent with law, purchased and maintained by the Corporation on behalf of any Indemnitee, both as to action in his Official Capacity and as
to action in any other capacity; provided, however, that if the insurance or other arrangement is with a person or entity that is not regularly
engaged in the business of providing insurance coverage, the insurance or arrangement may provide for payment of a liability with respect to
which the Corporation would not have the power to indemnify the person only if including coverage for the additional liability has been
approved by the Shareholders of the Corporation. Without limiting the power of the Corporation to procure or maintain any kind of insurance
or other arrangement, the Corporation may, for the benefit of persons indemnified by the Corporation (1) create a trust fund; (2) establish any
form of self-insurance, including a contract to indemnify; (3) secure its indemnity obligation by grant of a security interest or other lien on the
assets of the Corporation; or (4) establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be
procured, maintained, or established within the Corporation or with any insurer or other person deemed appropriate by the Board of Directors
regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or part by the Corporation. In
the absence of fraud, the judgment of the Board of Directors as to the terms and conditions of the insurance or other arrangement and the
identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be
voidable and shall not subject the Directors approving the insurance or arrangement to liability, on any ground, regardless of whether Directors
participating in the approval are beneficiaries of the insurance or arrangement. The indemnification provided by this Article shall continue as to
a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was
in such capacity, and shall inure to the benefit of the heirs, executors and administrators of such a person.

    8.8. Notice . Any indemnification or advance of expenses to a present or former Director of the Corporation in accordance with this Article
shall be reported in writing to the Shareholders of the Corporation with or before the notice or waiver of notice of the next Shareholders'
meeting or with or before the next
submission to Shareholders of a consent to action without a meeting and, in any case, within the twelve (12) month period immediately
following the date of the indemnification or advance.

    8.9. Construction . The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without
limitation, Title 1, Chapter 8 of the TBOC, and, in the event this Article or any of the provisions hereof or the indemnification contemplated
hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be
regarded as modified accordingly, and, as so modified, to continue in full force and effect.

     8.10. Continuing Offer, Reliance, Etc. The provisions of this Article (i) are for the benefit of, and may be enforced by, each Director and
officer of the Corporation, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Corporation and
such Director or officer and (ii) constitute a continuing offer to all present and future Directors and officers of the Corporation. The
Corporation, by its adoption of these Bylaws, (i) acknowledges and agrees that each present and future Director and officer of the Corporation
has relied upon and will continue to rely upon the provisions of this Article in accepting and serving in any of the capacities referred to in
Section 8.1.a. of this Article, (ii) waives reliance upon, and all notices of acceptance of, such provisions by such Directors and officers and (iii)
acknowledges and agrees that no present or future Director or officer of the Corporation shall be prejudiced in his right to enforce the
provisions of this Article in accordance with their terms by any act or failure to act on the part of the Corporation.

    8.11. Effect of Amendment . No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate,
reduce or impair the right of any past, present or future Director or officer of the Corporation to be indemnified by the Corporation, nor the
obligation of the Corporation to indemnify any such Director or officer, under and in accordance with the provisions of this Article as in effect
immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in
part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.


                                                                         Article 9.
                                                                        Miscellaneous

    9.1.       Limitation of Liability . No director shall be liable,

           a. To the Corporation in connection with the director's vote for or assent to a distribution by the Corporation if,

       (1) On any date after the date of the vote or assent authorizing the distribution, a distribution would have been permitted by
ss.21.301-21.303, 21.308 of the TBOC; or

      (2) In voting for or assenting to the distribution, the Director

   (a) Relied in good faith and with ordinary care upon the statements, valuations, or information referred to in ss.21.314 of the TBOC, upon
other information of the Corporation represented to him by an officer of the Corporation to be correct in all material respects, or upon the
written advice of counsel to the Corporation,

    (b) Acting in good faith and with ordinary care, considered the assets of the Corporation to be at least of their book value, or
   (c) In determining whether the Corporation made adequate provision for payment, satisfaction or discharge of all its liabilities and
obligations as provided in ss.11.053 of the TBOC, relied in good faith and with ordinary care upon financial statements of, or other information
concerning, any person who was or became contractually obligated to pay, satisfy or discharge some or all of those liabilities or obligations; or

    b. For any claims or damages that may result from his acts in the discharge of any duty imposed or power conferred upon him in his
capacity as a Director if, in the exercise of ordinary care, he acted in good faith and relied upon the written opinion of an attorney for the
Corporation.

    9.2. Fiscal Year . The Fiscal Year of the Corporation shall be fixed by resolution of the Board of Directors. After such date is fixed, it may
be changed for future fiscal years at any time by further resolution of the Board of Directors.

    9.3. Seal . The corporate seal shall be in such form as may be determined by the Board of Directors. Said seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise.

    9.4.     Books and Records .


   a. The Corporation shall keep books and records of account and shall keep minutes of the proceedings of the Shareholders, the Board of
Directors, and each committee of the Board of Directors. The Corporation shall keep at its registered office or principal place of business, or at
the office of its transfer agent or registrar, a record of the original issuance of shares issued by the Corporation and a record of each transfer of
those shares that have been presented to the Corporation for registration of transfer. Such records shall contain the names and addresses of all
past and current Shareholders of the Corporation and the number and class of shares issued by the Corporation held by each of them. Any
books, records, minutes and share transfer records may be in written form or in any other form capable of being converted into written form
within a reasonable time.

    b. Any person who shall have been a Shareholder for at least six (6) months immediately preceding demand, or shall be the holder of at
least five percent (5%) of all the outstanding shares of the Corporation, upon written demand stating the purpose thereof, shall have the right to
examine, in person or by agent, accountant, or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records
of account, minutes, share transfer records, and to make extracts therefrom.

    9.5. Annual Statement . The Board of Directors shall present at each annual meeting of Shareholders a full and clear statement of the
business and condition of the Corporation, including a reasonably detailed balance sheet and income statement.

    9.6. Resignation . Any Director, officer or agent may resign by giving written notice to the President or the Secretary. Such resignation
shall take effect at the time specified therein, or immediately if no time is specified therein. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

   9.7. Amendment of Bylaws . As expressed in the Corporation's Certificate of Formation, the power to adopt, alter, amend or repeal the
Bylaws of the Corporation shall be vested in the Board of Directors.

    9.8. Invalid Provisions . If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as
possible and reasonable, shall be valid and operative.
    9.9. Headings . The headings used in these Bylaws have been inserted for administrative convenience only and do not constitute matter to
be construed in interpretation.

    9.10. Waiver of Notice . Whenever any notice is required to be given to any Shareholder or Director of the Corporation, a Waiver thereof
in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the
giving of such notice.

    9.11. Gender . Words which import one gender shall be applied to any gender wherever appropriate and words which import the singular or
plural shall be applied to either the plural or singular wherever appropriate.

   I, the undersigned, being the Secretary of Universal Power Group, Inc. do hereby certify the foregoing to be the Bylaws of said
Corporation, as adopted by the Directors on October 25, 2006.


                                                                             /s/ Mimi Tan

                                                                             Mimi Tan, Secretary
                                                                                                                                   Exhibit 4.2

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                                                  UNIVERSAL POWER GROUP, INC.

                                                                WARRANT

1.        Issuance; Certain Definitions . In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by
UNIVERSAL POWER GROUP, INC. , a Texas corporation (the "Company"), LADENBURG THALMANN & CO. INC., or registered
assigns (the "Holder"), is hereby granted the right to purchase at any time after 9:00 a.m. New York City time on __________, 2007 [180 days
after the effective date of the Registration Statement], until 5:00 p.m., New York City, time on __________, 2011 (―Termination Date‖),
(__________) fully paid and nonassessable shares (the ―Warrant Shares‖) of the Company's Common Stock, $ .01 par value per share (the
"Common Stock"), at an initial exercise price per share (the "Exercise Price") of $__________ per share, subject to further adjustment as set
forth herein. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement, dated ,
2006, between Universal Power Group, Inc. and the representatives of the several underwriters listed on Schedule I thereof (the "Agreement").

2.      Exercise of Warrants .

                      (a)                 This Warrant is exercisable in whole or in part at any time and from time to time beginning on
                                          _______ __, 2007 [180 days after the effective date of the Registration Statement] and ending on
                                          the Termination Date. Such exercise shall be effectuated by submitting to the Company (either by
                                          delivery to the Company or by facsimile transmission as provided in Section 8 hereof) a completed
                                          and duly executed Notice of Exercise (substantially in the form attached to this Warrant) as
                                          provided in this paragraph. The date such Notice of Exercise is faxed to the Company shall be the
                                          "Exercise Date", provided that the Holder of this Warrant tenders this Warrant Certificate to the
                                          Company within five (5) business days thereafter. The Notice of Exercise shall be executed by the
                                          Holder of this Warrant and shall indicate the number of shares then being purchased pursuant to
                                          such exercise. Upon surrender of this Warrant Certificate, together with appropriate payment of the
                                          Exercise Price for the shares of Common Stock purchased, the Holder shall be entitled to receive a
                                          certificate or certificates for the shares of Common Stock so purchased.

                      (b)                 If the Notice of Exercise form elects a "cashless" exercise, the Holder shall thereby be entitled to
                                          receive a number of shares of Common Stock equal to the quotient obtained by dividing [(A-B) *
                                          (X)] by (A), where:

                                                                      1
                                    (A) = the average of the VWAP for the twenty (20) trading days immediately
                                    preceding the date of such election;

                                    (B) = the Exercise Price of this Warrant, as adjusted; and

                                    (X) = the number of Warrant Shares, as adjusted, issuable upon exercise of this
                                    Warrant in accordance with the terms of this Warrant by means of a cash exercise
                                    rather than a cashless exercise.

               The holder may not elect a "cashless" exercise until one year from the date hereof or at any time when there
               is a currently effective registration statement for the Warrant Shares.

               Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be
               automatically exercised via cashless exercise pursuant to this Section 2(b), provided, however, that if the
               average of the VWAP for the twenty (20) trading days preceding the Termination Date is less than the
               Exercise Price at such time, this Warrant shall be deemed cancelled, unless the Holder elects to exercise
               this Warrant pursuant to Section 2(a) on or prior to the Termination Date.

               ―VWAP‖ means, for any date, the price determined by the first of the following clauses that applies: (a) if
               the Common Stock is then listed or quoted on a national securities exchange, the daily volume weighted
               average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on
               which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a
               Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then
               listed or quoted on a national securities exchange and if prices for the Common Stock are then quoted on
               the Nasdaq Global Market or Capital Market Systems (collectively, ―Nasdaq‖) or the OTC Bulletin Board,
               the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on
               Nasdaq or the OTC Bulletin Board; (c) if the Common Stock is not then listed or quoted on Nasdaq or the
               OTC Bulletin Board and if prices for the Common Stock are then reported in the ―Pink Sheets‖ published
               by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting
               prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the
               fair market value of a share of Common Stock as determined by an independent appraiser selected in good
               faith by the Purchasers and reasonably acceptable to the Company.

(c)   If the Notice of Exercise form elects a "cash" exercise, the Exercise Price per share of Common Stock for the shares
      then being exercised shall be payable in cash or by certified or official bank check.

(d)   The Holder shall be deemed to be the holder of the shares issuable to it in accordance with the provisions of this
      Section 2 on the Exercise Date


                                                   2
3.       Reservation of Shares . The Company hereby agrees that at all times during the term of this Warrant there shall be reserved for
issuance upon exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this
Warrant (the "Warrant Shares").

4.        Restrictions on Transferability . This Warrant and the underlying shares may not be transferred or assigned for a period of 180 days
after the effective date of the Registration Statement, other than to any underwriter participating in this offering or an officer or partner thereof,
and only if all securities so transferred remain subject to the 180-day lock-up restriction for the remainder of the lock-up period.

5.       Mutilation or Loss of Warrant . Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation)
upon surrender and cancellation of this Warrant, the Company will execute and deliver a duplicate Warrant and any such lost, stolen, destroyed
or mutilated Warrant shall thereupon become void.

6.        Rights of the Holder . The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the
extent set forth herein.

7.       Protection Against Dilution and Other Adjustments .

          7.1       Adjustment Mechanism . If an adjustment of the Exercise Price is required pursuant to this Section 7, the Holder shall be
entitled to purchase such number of additional shares of Common Stock as will cause (i) the total number of shares of Common Stock Holder is
entitled to purchase pursuant to this Warrant, multiplied by (ii) the adjusted Exercise Price per share, to equal (iii) the dollar amount of the total
number of shares of Common Stock Holder is entitled to purchase before adjustment multiplied by the total Exercise Price immediately before
adjustment.

         7.2.       Adjustment of Exercise Price . The Exercise Price and the number of shares of Common Stock purchasable upon the
exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 7.2.

                        (a)                      Subdivision or Combination of Stock . In case the Company shall at any time subdivide its
                                                 outstanding shares of Common Stock into a greater number of shares, the Exercise Price, as in
                                                 effect immediately prior to such subdivision, shall be proportionately reduced, and conversely,
                                                 in case the outstanding shares of Common Stock shall be combined into a smaller number of
                                                 shares, the Exercise Price, as in effect immediately prior to such combination shall be
                                                 proportionately increased.


                                                                          3
(b)   Dividends in Stock, Property, Reclassification . If at any time or from time to time the holders of
      the Common Stock shall have received or become entitled to receive, without payment therefor,
      then

      (1)                 Common Stock, or any rights or options to subscribe for, purchase or otherwise
                          acquire any of the foregoing by way of dividend or other distribution,

      (2)                 any cash paid or payable otherwise than as a cash dividend, or

      (3)                 Common Stock or additional stock or other securities or property (including
                          cash) by way of spinoff, split-up, reclassification, combination of shares or
                          similar corporate rearrangement (other than shares of Common Stock issued as
                          a stock split, adjustments in respect of which shall be covered by the terms of
                          Section 7.2(a) above), then and in each such case, the Holder of this Warrant
                          shall, upon the exercise of the Warrant, be entitled to receive, in addition to the
                          number of shares of Common Stock receivable thereupon, and without payment
                          of any additional consideration therefor, the amount of stock and other
                          securities and property (including cash in the cases referred to in clauses (2)
                          and (3)) which such Holder would hold on the date of such exercise had he
                          been the holder of record of such Common Stock as of the date on which
                          holders of Common Stock received or became entitled to receive such shares or
                          all other additional stock and other securities and property.

(c)   Notice of Adjustment . Upon any adjustment of the Exercise Price or any increase or decrease in
      the number of shares purchasable upon the exercise of this Warrant, the Company shall give
      written notice thereof, in accordance with Section 8, to the Holder of this Warrant. The notice shall
      be signed by the Company's chief financial officer and shall state the Exercise Price resulting from
      such adjustment and the increase or decrease, if any, in the number of shares of Common Stock
      purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the
      method of calculation and the facts upon which such calculation is based.

(d)   Other Notices . If at any time:

      (1)                 the Company shall declare any cash dividend upon its Common Stock;

      (2)                 there shall be any capital reorganization or reclassification of the capital stock
                          of the Company; or consolidation or merger of the Company with, or sale of all
                          or substantially all of its assets to, another entity;

      (3)                 there shall be a voluntary or involuntary dissolution, liquidation or winding- up
                          of the Company;


                                 4
                                          (4)               there shall be a public offering of the Company equity securities; or

                                          (5)               thirty (30) days prior to the expiration of this Warrant;

                                          then, in any one or more of said cases, the Company shall give, in accordance with Section 8, to the
                                          Holder of this Warrant, (a) at least thirty (30) days' prior written notice of the date on which the
                                          books of the Company shall close or a record shall be taken for such dividend, distribution or
                                          subscription rights or for determining rights to vote in respect of any such reorganization,
                                          reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the
                                          case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation,
                                          winding-up or public offering, at least thirty (30) days' prior written notice of the date when the same
                                          shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to
                                          such notice as early as possible after the receipt thereof.

                      (e)                 Certain Events . If any change in the outstanding Common Stock of the Company or any other event
                                          occurs as to which the other provisions of this Section 7.2 are not strictly applicable or if strictly
                                          applicable would not fairly protect the purchase rights of the Holder of this Warrant in accordance
                                          with such provisions, then the Board of Directors of the Company shall make an adjustment in the
                                          number and class of shares of Common Stock available under this Warrant, the Exercise Price or the
                                          application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment
                                          shall be such as will give the Holder of this Warrant upon exercise for the same aggregate Exercise
                                          Price, the total number, class and kind of shares of Common Stock as it would have owned had this
                                          Warrant been exercised prior to the event and had it continued to hold such shares until after the
                                          event requiring adjustment.

8.       Notices . Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, sent by facsimile transmission or sent by certified, registered or express mail, postage pre-paid. Any such notice shall be deemed
given when so delivered personally, telegraphed, telexed or sent by facsimile transmission, or, if mailed, four days after the date of deposit in
the United States mails, as follows:

                     If to the Company:

                     Universal Power Group, Inc.
                     1720 Hayden Road
                     Carrollton, TX 75006
                     Telephone No.: (469) 892-1122
                     Telecopier No.: (469) 892-1123

                     with a copy to :



                                                                        5
                     Joel J. Goldschmidt, Esq.
                     Morse, Zelnick, Rose & Lander LLP
                     405 Park Avenue, Suite 1401
                     New York, NY 10022
                     Telephone No.: (212) 838-8269
                     Telecopier No.: (212) 838-9190

                     If to the Holder:

                     Robert J. Kropp
                     Ladenburg Thalmann & Co. Inc.
                     153 East 53 rd Street, 49 th Floor
                     New York, NY 10022
                     Telephone No.: (212) 409-2000
                     Telecopier No.: (212) 409-2169

                     with a copy to :

                     Norman R. Miller, Esq.
                     Patton Boggs LLP
                     2001 Ross Avenue, Suite 3000
                     Dallas, TX 75201
                     Telephone No.: (214) 758-6630
                     Telecopier No.: (214) 758-1550


Any party may give notice in accordance with this Section to designate to another address or person for receipt of notices hereunder.

9.       Supplements and Amendments; Whole Agreement . This Warrant may be amended or supplemented only by an instrument in writing
signed by the Company and the Holder. This Warrant contains the full understanding of the parties with respect to the subject matter hereof and
thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

10.       Governing Law . This Warrant shall be deemed to be a contract made under the laws of the State of New York. The Company and
each Purchaser hereby submit to the jurisdiction of any New York State or federal court sitting in the State of New York, County of New York
and any appellate court from any thereof in any action or proceeding arising out of or relating to this Agreement and agree that all claims in
respect of the action or proceeding may be heard and determined in any such court; agree not to bring any action or proceeding arising out of or
relating to this Agreement in any other court; waive any defense of inconvenient forum to the maintenance of any action or proceeding so
brought and waive any bond, surety, or other security that might be required of any other party

                                                                       6
with respect thereto; and agree that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on
the judgment or in any other manner provided by law or in equity.

11.   Jury Trial Waiver . THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF
ANY MATTER ARISING OUT OR IN CONNECTION WITH THIS WARRANT.

12.     Counterparts . This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

13.      Descriptive Headings . Descriptive headings of the several Sections of this Warrant are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

         IN WITNESS WHEREOF, the Company has executed this Warrant as of the _____ day of ____________, 2006.



                                                                 UNIVERSAL POWER GROUP, INC.

                                                                 By:______________________________
                                                                 Name:____________________________
                                                                 Title: _____________________________


                                                                      7
                                                          NOTICE OF EXERCISE

TO: Universal Power Group, Inc.

             (1)        The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

                                 (2)                   Payment shall take the form of (check applicable box):

                                                       [ ] in lawful money of the United States; or

                                                       [ ] the cancellation of such number of Warrant Shares as is necessary, in accordance
                                                       with the formula set forth in subsection 2(b), to exercise this Warrant with respect to the
                                                       maximum number of Warrant Shares purchasable pursuant to the cashless exercise
                                                       procedure set forth in subsection 2(b).

            (3)       Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other
name as is specified below:

                      ____________________

The Warrant Shares shall be delivered to the following:

                      ____________________

                      ____________________

                      ____________________



Date: _______________

                                                                                          LADENBURG THALMANN & CO., INC.



                                                                                          By: _______________________________
                                                                                                                                Exhibit 10.5(c)

                                      SECOND RENEWAL AND MODIFICATION AGREEMENT

        THIS SECOND RENEWAL AND MODIFICATION AGREEMENT (this “Modification” ) is made by and between UNIVERSAL
POWER GROUP, INC. , a Texas corporation ( “Borrower” ), and COMPASS BANK ( “Lender” ), to be effective as of the 18 th day of
April, 2006.

                                                                 RECITALS:

        WHEREAS, Borrower executed and delivered to Lender that certain Revolving Credit and Security Agreement, dated December 14,
2004 (the “Security Agreement” ), covering among other items of collateral certain Accounts, Accounts Receivable, Inventory, and other
Collateral (each as defined in such Security Agreement), both tangible and intangible, together with all other collateral and property described
in the Security Agreement (all of such property being hereinafter collectively referred to as the “Property” ); and

       WHEREAS, the Security Agreement secures in part the indebtedness evidenced by that certain Revolving Note, dated of even date with
the Security Agreement, in the original stated principal amount of Twelve Million and No/100 Dollars ($12,000,000.00), executed by Borrower
and payable to Lender (as may have been heretofore renewed, extended, and/or modified, the “Note” ); and

        WHEREAS, the Borrower has obligations (collectively, the “Obligations” ) under the Note, Security Agreement, and other Loan
Documents (as defined below), which Obligations, Note, Security Agreement and other Loan Documents were modified, renewed and/or
extended, as the case may be, pursuant to that certain Renewal and Modification Agreement, dated March 23, 2006 (the “First Modification” )
(the indebtedness evidenced by the Note is referred to herein as the “Loan” , and the Note, Security Agreement, First Modification, and all
documents evidencing the Loan are herein collectively, the “Loan Documents” ); and

       WHEREAS, the parties desire to increase the principal amount under the Loan from Twelve Million and No/100 Dollars
($12,000,000.00) to Sixteen Million and No/100 Dollars ($16,000,000.00), all in accordance with the terms and conditions herein contained;
and

      WHEREAS, the parties desire to further modify the terms of the Loan as the same relate to certain of Borrower’s covenants,
agreements, duties and obligations under the Security Agreement and other terms and conditions of the Loan.

                                                              AGREEMENTS:

       NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:
        1.        The parties desire to increase the original principal amount of the Note from Twelve Million and No/100 Dollars
($12,000,000.00) to Sixteen Million and No/100 Dollars ($16,000,000.00) (hereinafter, the “Principal Amount” ), Borrower’s duties and
obligations under the Note (as hereby modified, extended, and renewed) to repay the Principal Amount (as herein defined) shall be included
within the definition of the Obligations as herein specified, all in accordance with the terms and conditions herein contained.

        2.       From the date hereof, Borrower promises to pay to Lender the Principal Amount (as herein modified), together with interest
thereon, and to perform all of the Obligations under the Loan Documents (as hereby modified) including, without limitation the payment of all
outstanding principal together with all accrued but unpaid interest on the Maturity Date (as defined in both the Note and Security Agreement).
The Principal Amount shall accrue interest and be due and payable in accordance with and as specified within the Promissory Note; provided,
however, that, contemporaneously upon the execution of this Modification, Borrower and Lender shall execute that certain First Amendment to
Master Revolving Promissory Note (the “First Amendment” ), reflecting, among other revised terms, the increase of the Principal Amount as
specified in Section 1 above, as well as the increase in the sub-limit upon letters of credit (defined as L/C’s under the Security Agreement) from
Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00) in the aggregate to Eight Hundred Seventy Five Thousand and No/100
Dollars ($875,000.00) . By this reference, the First Amendment is hereby incorporated into this Modification for all purposes.

       3.      In addition to the foregoing, the parties hereby further agree that certain sections of the Security Agreement shall be modified
and/or amended, all in accordance with the following:

               (a)                 Any and all references to (i) ―Twelve Million and No/100 Dollars ($12,000,000.00)‖ or ―$12,000,000.00‖ in
                                   the Security Agreement with respect to the amount of the Revolving Line shall be deleted and replaced in
                                   their entirety by ―Sixteen Million and No/100 Dollars ($16,000,000.00)‖ or ―$16,000,000.00,‖ respectively,
                                   as appropriate; and (ii) ―Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00)‖ or
                                   ―$750,000.00‖ in the Security Agreement with respect to the sub-limit on the aggregate amount of L/C’s (as
                                   defined in the Security Agreement in respect of letters of credit) shall be deleted and replaced in their
                                   entirety by ―Eight Hundred Seventy Five Thousand and No/100 Dollars ($875,000.00)‖ or ―$875,000.00,‖
                                   respectively, as appropriate, all in accordance with the terms and conditions of the Security Agreement (as
                                   modified hereby) and as further set forth in the First Amendment.

               (b)                 The advance formula referenced in the Security Agreement, Section 1.1, and defined as the ―Borrowing
                                   Base‖ therein shall be and hereby is modified as follows: ―eighty-five percent (85.0%) of the outstanding
                                   value of Borrower’s Eligible Accounts Receivable (as defined in the Security Agreement and modified
                                   hereby), plus fifty percent (50.0%) of the value of Borrower’s Eligible Inventory (as hereinafter defined).
                                   Advances against Borrower’s Eligible Inventory shall not to exceed the lesser of (a) $8,500,000.00, or (b) an
                                   amount equal to the


                                                                        2
      product of (i) one and one-half (1.5), multiplied by (ii) eight-five percent (85%) of the outstanding value of
      Borrower’s Eligible Accounts Receivable at any one time outstanding; provided, however, that in no event
      shall the aggregate sum of all principal advances made by Bank to Borrower at any one time outstanding
      hereunder exceed the sum of $16,000,000.00.‖ From and after the date of this Modification, all references
      to the term ―Borrowing Base‖ in the Security Agreement and other Loan Documents shall refer to the
      advance formula defined above.

(c)   Section 2.9 of the Security Agreement shall be and hereby is amended to read in its entirety as follows:

      ― Section 2.9 Location of Collateral. Except for Inventory sold in the ordinary course of business, all
      Inventory and other tangible Collateral have always been, are and shall continue to be kept at Borrower’s
      locations as reflected in Schedule 2.9 of this Agreement.‖

(d)   Section 6.1 (ii) of the Security Agreement shall be and hereby is amended to read in its entirety as follows:
      ―(ii) Borrower’s audited fiscal year-end financial statements (in form, preparation and substance acceptable
      to Bank) within one hundred fifty (150) days after the close of each of its year-end, including a balance
      sheet as of the close of such period, an income statement, a reconciliation of stockholders’ equity, and a
      statement of cash flows, all certified by an independent certified public accountant acceptable to Bank and
      analyzed in accordance with generally accepted accounting principles;‖

(e)   Section 7.2 of the Security Agreement shall be and hereby is amended to read in its entirety as follows:

      ― 7.2 Borrowings; Permitted Indebtedness. Except for borrowings under the Revolving Line, Borrower
      shall not borrow any money other than (i) Subordinated Debt (but only to the extent such borrowings and
      loans shall be fully subordinated hereto), without Bank’s prior written consent, or (ii) for trade credit and to
      finance the purchase of equipment in the ordinary course of business, not to exceed $50,000.00 in the
      aggregate at any given time, without Bank’s prior written consent. Except in favor of Bank, Borrower shall
      not guarantee, endorse or assume, either directly or indirectly, any indebtedness of any other corporation,
      person, or entity.‖

(f)   Section 7.3 of the Security Agreement shall be and hereby is amended to read in its entirety as follows:

      ― Section 7.3 Dividends. Borrower shall not pay, make or declare any dividends, distributions, or other
      similar payments, or make any other advances of any nature whatoseover, to Borrower’s directors,
      managers, officers, employees, owners, parent, members, affiliates, subsidiaries or other related persons or

                                          3
                                  entities, without Bank’s prior written consent. Notwithstanding anything herein to the contrary, Bank agrees
                                  that Borrower may pay a monthly management fee to Zunicom of up to $40,000.00 per month and quarterly
                                  dividends equal to 50% of Borrower’s net income for any fiscal quarter for cash, taxes, or other Zunicom
                                  expenses, provided that (a) no Default of Event of Default exists as of the date any such payment is to be
                                  made or such payment would cause or result in a Default or Event of Default, (b) there is at least
                                  $500,000.00 of borrowing availability under the Revolving Line after the making of any such payment, (c)
                                  no more than one dividend is paid per fiscal quarter of Borrower, and (d) any such dividend is paid no
                                  sooner than thirty (30) days from Bank’s receipt of the financial statements delivered by Borrower for the
                                  end of the month that coincides with the end of such fiscal quarter of Borrower. Borrower shall not redeem,
                                  purchase or in any manner acquire any of its outstanding shares without Bank’s prior written consent.‖

               (g)                Section 7 (g) in Addendum A attached to the Security Agreement shall be and hereby is amended to read in
                                  its entirety as follows: ―(g) it is located at one of Borrower’s places of business in (i) Carrollton, Texas, (ii)
                                  Oklahoma City, Oklahoma, (iii) Overland Park, Kansas, or (iv) Las Vegas, Nevada;‖

               (h)                Schedule 2.9 of the Security Agreement is hereby deleted in its entirety and replaced by the attached
                                  Schedule 2.9 (attached hereto as Exhibit A) which shall be incorporated into the Security Agreement (as
                                  hereby modified) for all purposes.

               (i)                Except as specifically set forth in the Security Agreement (as hereby modified), the parties acknowledge and
                                  agree that all financial covenants of Borrower and/or any guarantor set forth in the Security Agreement
                                  (including, without limitation, Sections 6.5, 6.6, 7.9. and 7.11 of the Security Agreement) shall be measured
                                  based upon information contained in Borrower’s internally-prepared financial statements, including, without
                                  limitation, such statements as are required to be delivered to Lender pursuant to clauses (i), (iii), (iv), and
                                  (viii) of Section 6.1 of the Security Agreement or as otherwise may be reasonably requested from Lender
                                  from time to time.

        4.       Borrower hereby conveys and/or re-conveys, grants and/or re-grants, and makes and/or re-makes, each as applicable, to Lender
the security interests and liens upon the Property remaining subject to the Loan Documents and securing the Obligations. Further, Borrower
hereby covenants and agrees that Borrower shall not sell, transfer, convey or otherwise dispose of any of the Property without Lender’s prior
written consent (except as otherwise permitted under the Security Agreement), and, in the event such consent by Lender is given, Borrower
shall provide Lender with such additional security with respect to the Obligations as Lender shall require in its sole and absolute discretion.

       5.       Borrower hereby renews, but does not extinguish, the Note, Loan, and the liens and security interests created and evidenced by
the Security Agreement and all other liens and

                                                                        4
security interests securing the Note (including, without limitation, any vendor’s lien), and Borrower promises to pay to the order of Lender, the
principal sum of the Loan evidenced by the Note, or so much thereof as may be advanced and outstanding, together with interest at the rate and
in the manner specified in the Note, as modified herein, and to observe, comply with and perform each and every of the terms and provisions of
the Loan Documents as herein modified.

         6.       Borrower hereby reaffirms the liens on the Property and any other liens securing the Note and/or Loan until the indebtedness
and the Note and Loan as modified and renewed hereby has been fully paid, and agrees that the modification set forth herein shall in no manner
affect or impair the Note, Loan, or the liens securing the same, and that said liens shall not in any manner be waived, the purpose of this
instrument being simply to modify the Security Agreement (and other Loan Documents, as appropriate) and to carry forward all liens securing
the same, which are acknowledged by Borrower to be valid and subsisting. Borrower further agrees that all terms and provisions of the Note
and of the instrument or instruments creating or fixing the liens securing the same shall be and remain in full force and effect as therein written,
except as otherwise expressly provided herein. All liens are hereby carried forward from the original inception thereof, and Borrower hereby
ratifies, reaffirms and confirms all of said liens from the original inception thereof. Except as otherwise specified herein, the terms and
provisions hereof shall in no manner impair, limit, restrict, or otherwise affect the obligations of Borrower or any guarantor under the Loan
Documents. As a material inducement to Lender to execute and deliver this Modification, Borrower hereby acknowledges and agrees that
Borrower is well and truly indebted to Lender in the amount set forth hereinabove, and that the liens, security interests and assignments created
by the Security Agreement and any other Loan Documents are, respectively, valid and subsisting liens, security interests, and assignments, and,
to the best of Borrower’s knowledge, are of the validity and priority recited in the Security Agreement and the other Loan Documents. As a
further material inducement to Lender to execute and deliver this Modification, Borrower hereby acknowledges that there are no claims or
offsets against, or defenses or counterclaims to, the terms or provisions or other obligations created or evidenced by the Loan Documents, and
represent that, after modification of the Security Agreement and other Loan Documents hereunder, no event has occurred, and no condition
exists which would constitute a default, either with or without notice or lapse of time, or both, under the Loan Documents.

       7.        Borrower reaffirms and remakes, as of the date hereof, all representations and warranties contained in the Note, Security
Agreement, and other Loan Documents. Borrower further represents and warrants that, except as disclosed in writing to Lender, it has done
nothing, nor has allowed anything, to adversely affect title to or encumber the Property or any other property of Borrower in which Lender has
a security interest. Borrower further represents and warrants to Lender that it is aware of no condition or fact, which has not been disclosed in
writing to Lender, which would materially adversely affect the repayment to Lender of all sums due under the Note, Security Agreement, and
other Loan Documents.

       8.       Borrower, for it and its successors, assigns, and representatives does hereby waive, release, and discharge Lender and
its agents, employees, officers, directors, and attorneys (collectively, the “Released Parties”) from any and all of Lender’s duties,
obligations, and liabilities arising under, based upon or associated with, directly or

                                                                         5
indirectly, the Loan, the Note, Security Agreement, First Modification, and any Loan Documents, existing as of the date of this
Modification, and further does hereby waive any and all claims and causes of action of any kind or character, arising under, based
upon, or associated with, directly or indirectly, the Loan Documents or the acts, actions, or omissions of the Released Parties in
connection therewith, existing as of the date hereof, whether known or unknown, asserted or unasserted, equitable or at law, arising
under or pursuant to common or statutory law, rules, or regulations.

       9.      Borrower hereby ratifies, reaffirms and confirms any and all covenants, agreements, or promises heretofore made by Borrower
to Lender in connection with the Loan, Note, Security Agreement, or other Loan Documents, and all renewals thereof, including as hereby
modified.

        10.       Borrower agrees, simultaneously with and as a condition precedent to the execution hereof, to pay to Lender a non-refundable
credit facility fee in the amount of $5,000.00 (representing 0.125% of the $4,000,000.00 amount of the increased availability under the
Revolving Line [as defined in the Security Agreement]), as well as all costs and expenses of Lender incurred in connection with the preparation
and administration of this Modification, including, the cost of any recording fees and charges associated with the Security Agreement and/or
other Loan Documents, and Lender’s attorneys’ fees and expenses.

       11.       It is hereby agreed and acknowledged that other parties, if any, who are liable in any part for the Obligations, including,
without limitation, Zunicom, Inc., a Texas corporation, in its capacity as guarantor of the Loan and Obligations, are in no way released or
discharged from such Obligations, nor are Lender’s rights against such persons or entities waived or negatively impacted by the execution of
this Modification.

        12.      The parties agree that all clauses contained in the Loan Documents which relate to the payment, application, and spreading of
interest received by Lender which may be greater than the maximum amount allowed by applicable law, shall remain in full force and effect
and by this reference be fully incorporated herein.

        13.       If any provision of this Modification or application to any party or circumstance shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder of this Modification or the application of such provision to such person
or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision
hereof shall be valid and shall be enforced to the fullest extent permitted by law.

        14.       Except as amended hereby, the Note, Security Agreement, First Modification, and other Loan Documents remain unmodified
and in full force and effect.

     15.   THE LOAN, NOTE, SECURITY AGREEMENT, FIRST MODIFICAITON, AND OTHER WRITTEN LOAN
DOCUMENTS, AS MODIFIED BY THIS MODIFICATION, REPRESENT THE FINAL AGREEMENT BETWEEN BORROWER
AND LENDER, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,

                                                                        6
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

    THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN BORROWER AND LENDER.

                               [remainder of page intentionally left blank]



                                                    7
     EXECUTED to be effective as of the date first above written.

                                                                                            BORROWER :

                                                                                            UNIVERSAL POWER GROUP, INC.,
                                                                                            a Texas corporation


                                                                                            By:      /s/ IAN EDMONDS
/s/ JULIE SANSOM-REESE                                                                      Name:    Ian Edmonds
Julie Sansom-Reese                                                                          Title:   Chief Operating Officer
Chief Financial Officer
                                                                                            LENDER :

                                                                                            COMPASS BANK


                                                                                            By:
                                                                                            Name:
                                                                                            Title:


                                             [remainder of page intentionally left blank]



                                                                    8
ACCEPTED, AGREED, AND ACKNOWLEDGED :

ZUNICOM, INC., a Texas corporation ( “Guarantor” ), as guarantor of the Obligations herein specified pursuant to its execution of that
certain Guaranty Agreement dated of even date with the Security Agreement (the “Guaranty” ), is executing below to evidence (a) its consent
to this Modification and (b) its agreement that (i) this Modification does not void, invalidate, create a defense to the enforcement of, or
otherwise negatively impact the Guaranty and (ii) the Guaranty shall continue in full force and effect and cover all of the Obligations (as herein
modified); provided, however, that, upon Lender’s request, Guarantor shall execute a new Guaranty Agreement, to be dated of even date
herewith to further evidence its duties and obligations as a principal obligor with respect to the Obligations (as herein modified).

 GUARANTOR :

ZUNICOM, INC.,
a Texas corporation




By:       /s/ IAN EDMONDS
Name:     Ian Edmonds
Title:    Executive Vice President


                                                    [acknowledgments on following page]



                                                                        9
STATE OF TEXAS                  §
                                §
COUNTY OF DALLAS                §


       The foregoing instrument was acknowledged before me this             18     day of April, 2006, by           Julie Sansom-Reese    ,
as    CFO              of Universal Power Group, Inc., a Texas corporation, on behalf of such entity.

                                                                                         /s/ TRACIE HUNTER
                                                                                         Notary Public in and for the
                                                                                         State of Texas


STATE OF TEXAS                  §
                                §
COUNTY OF DALLAS                §

       This instrument was acknowledged before me on the             18     day of April, 2006, by           Ian Edmonds   , as   Executive
President of Zunicom, Inc., a Texas corporation, on behalf of said corporation in its capacity as guarantor.

                                                                                         /s/ TRACIE HUNTER
                                                                                         Notary Public in and for the
                                                                                         State of Texas


STATE OF TEXAS                  §
                                §
COUNTY OF DALLAS                §

       This instrument was acknowledged before me on the _____ day of April, 2006, by ______________________,
______________________ of COMPASS BANK.


                                                                                         Notary Public in and for the
                                                                                         State of Texas




                                                                     10
                                                   EXHIBIT A

                                                   Schedule 2.9

                                                Places of Business

Business Locations
Universal Power Group

                        1)   Main Warehouse and Corporate Offices
                             1720 Hayden Road
                             Carrollton, Texas 75006

                        2)   Oklahoma City Retail Store and Wholesale Warehouse
                             11605 N. Santa Fe
                             Oklahoma City, Oklahoma 73114

                        3)   Kansas City Customer Service Center
                             10580 Barkley, Ste. #410
                             Overland Park, Kansas 66212

                        4)   South Tech-Diablo Business Center, LLC
                             5770 South Valley View Boulevard
                             Las Vegas, Nevada 89118


                                                        11
                                                                                                                                  Exhibit 10.5(d)

                               FIRST AMENDMENT TO MASTER REVOLVING PROMISSORY NOTE

       THIS FlRST AMENDMENT TO MASTER REVOLVING PROMISSORY NOTE (this “Amendment” ) is executed on April 18,
2006 (the “Effective Date”) , by and between UNIVERSAL POWER GROUP, INC., a Texas corporation ( “Borrower” ), and COMPASS
BANK (together with its successors and assigns, “Lender” ).

                                                                  RECITALS

       A.        Borrower executed to the order of Lender that certain Master Revolving Promissory Note, dated December 14, 2004, in the
maximum principal amount of $12,000,000.00 (as amended hereby, the “Note”). The Note, as well as certain other documents and instruments
evidencing and/or securing the indebtedness evidenced by such Note, have been modified pursuant to (i) that certain Renewal and Modification
Agreement, dated March 23, 2006, by and between Borrower and Lender (the ―First Modification‖), and (ii) that certain Second Renewal and
Modification Agreement, dated of even date herewith, by and between Borrower and Lender (the ―Second Modification‖). Unless otherwise
defined herein, capitalized terms shall have the meaning assigned to them in the Note.

       B.         Borrower and Lender desire to increase the maximum principal amount and amend certain other terms of the Note and,
pursuant to the terms and conditions of the Second Modification, have agreed to execute this Amendment to reflect such changes.

                                                                AGREEMENT

       NOW, THEREFORE, in consideration of the above Recitals and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Borrower and Lender hereby amend the Note as follows:

        1.       Beginning as of the Effective Date, any and all references to the principal sum or principal amount of the Note (as modified by
the First and Second Modification) shall be amended from ―$12,000,000.00‖ to ―$16,000,000.00‖ and from ―Twelve Million and No/100
Dollars ($12,000,000.00)‖ to ―Sixteen Million and No/100 Dollars ($16,000,000.00),‖ respectively, as appropriate; provided, however, that
Lender's obligation to advance such sum shall remain subject to limitations upon Advances (as defined in the Note) as provided pursuant to the
terms and conditions of the Note (as hereby amended, and as heretofore modified pursuant the First Modification and the Second Modification)
and Security Agreement (as defined in the Note, and as modified pursuant to the First Modification and Second Modification), all of such
limitations to remain in full force and effect.

       2. The fifth paragraph of the Note shall be deleted and amended to read in its entirety as follows:

        ―Maker shall have the right, and in certain instances may be required, to prepay, at any time and from time to time prior to maturity, all
or any part of the unpaid principal balance of this Note and all or any part of the unpaid interest accrued to the date of such prepayment,
provided that any such principal thus paid is accompanied by accrued interest on such principal as well as the applicable Prepayment Fee
(defined below), if applicable. Any partial prepayments of principal shall be applied to installments thereof in the inverse order of maturity.
Maker may borrow, repay, and reborrow up to the principal face amount of this Note, except as otherwise limited by the Security Agreement. It
is contemplated that, by
reason of prepayments hereon, there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences, this Note
shall remain valid and shall be in full force and effect subsequent to each occurrence until the Maturity Date. Notwithstanding the foregoing, in
the event Maker elects to prepay all or any portion of the unpaid principal balance of this Note and all or any part of the unpaid interest accrued
to the date of such prepayment, Maker shall be required to pay to Payee a “Prepayment Fee” (so called herein) equal to a percentage amount
of any such prepayment as follows: (a) three quarters percent (0.75%), if such prepayment is made on or after December 14, 2004 but prior to
December 14, 2005, (b) one half percent (0.5%), if such prepayment is made on or after December 14, 2005 but prior to December 14, 2006,
(c) one quarter percent (0.25%), if such prepayment is made on or after December 14, 2006 but prior to the Maturity Date. Notwithstanding
anything herein contained to the contrary, Maker acknowledges and agrees that, with respect to letters of credit issued by Payee for the benefit
of Maker, at no time hereunder shall Payee be obligated to issue letters of credit or make advances thereunder in excess of Eight Hundred
Seventy Five Thousand and No/100 Dollars ($875,000.00) in the aggregate at any given time hereunder.‖

        3.       Except as expressly amended herein, the Note (as modified by the First and Second Modification) shall remain in full force and
effect in accordance with its terms and conditions.

        4.       Notwithstanding the execution of this Amendment, the indebtedness evidenced by the Note shall remain in full force and
effect, and nothing contained herein shall be interpreted or construed as resulting in a novation of such indebtedness. Borrower acknowledges
and agrees that there are no offsets or defenses to payment of the obligations evidenced by the Note (as modified by the First and Second
Modification), as hereby amended, and hereby waives any defense, claim or counterclaim of Borrower regarding the obligations of Borrower
under the Note (as modified by the First and Second Modification), as hereby amended. Borrower represents that to its best knowledge there
are no conditions of default or facts or consequences which will or could lead to a default under the obligations due from Borrower under the
Note (as modified by the First and Second Modification), as amended herein.

                                                 [SIGNATURES ON FOLLOWING PAGE]
       IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be executed by their respective duly authorized
representatives, as of the date first set forth above.

                                                                                 BORROWER :

                                                                                 UNIVERSAL POWER GROUP, INC.,
                                                                                 a Texas corporation

                                                                                 By:         /s/ Julie Sansom-Reese
                                                                                 Name:       Julie Sansom-Reese
                                                                                 Title:      Chief Financial Officer



                                                                                 By:        /s/ Ian Edmonds
                                                                                 Name:       Ian Edmonds
                                                                                 Title:      Chief Operating Officer




                                                                                 LENDER :

                                                                                 COMPASS BANK


                                                                                 By:
                                                                                 Name:
                                                                                 Title:
                                                                                                                                       Exhibit 10.6

                                                                 AMENDMENT

This is an Amendment to the Purchase Agreement between Brink's Home Security, Inc. ("Brink's") and Universal Power Group, Inc. ("UPG")
dated June 1, 2004. This Amendment will be effective November 15, 2005.

1.                  Compensation. (a) As reimbursement for amounts paid by UPG to procure each Final Package and related goods and
                    services on Brink's behalf and as full compensation for the performance of UPG's services, Brink's agrees to pay UPG [ * ].
                    Total compensation to UPG will be [ * ] per Final Package. Unless otherwise provided herein UPG shall not be entitled to
                    any other reimbursement, payment, or compensation for the direct and indirect costs of performing UPG's services
                    hereunder or in respect of any fee or profit with the exception that applicable sales tax, if any, shall be added unless Brink's
                    delivers to UPG a valid sales tax exemption certificate covering such purchases and any additional charges from vendors
                    such as minimum billing or restock charges.

2.

                                                                   EXHIBIT C

                                                                    PRICING

         •        UPG 1245 (12v - 4.5AH / Reference D5741)                                                                                  [ * ]

         •        UPG 3 Prong 16.5V-40V (Reference 71782)                                                                                   [ * ]

         •        UPG RJ45 Block (RF38X-6C/8P6C-50U/Reference D 1269)                                                                       [ * ]

         •        UPG 15W. Wall Mount Speaker (SP36 ULB White/Reference D1306)                                                              [ * ]


All other terms will remain the same as stated in the Agreement.

AGREED:

BRINK'S HOME SECURITY, INC.                                                              UNIVERSAL POWER GROUP, INC.

By:      /s/ Steven C. Yevich                                                            By:        /s/ Randy Hardin

Name:        Steven C. Yevich                                                            Name: Randy Hardin
                                                                                         Title: President & CEO
Title:       Sr VP & CFO
                                                                                         Date:         11-18-05
Date:        Nov 17, 2005


                                                                                         By:        /s/ Ian Edmonds

                                                                                         Name: Ian Edmonds
                                                                                         Title: Executive Director & COO

                                                                                         Date:         11.17.05

*Confidential information omitted and filed separately with the Securities and Exchange Commission.
                                                        PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT entered into as of                       June 1             , 2004 by and between BRINK'S HOME SECURITY, INC.
("Brink's") and UNIVERSAL POWER GROUP, INC. ("UPG") by which UPG will perform assembling, shipping, storing, procuring and
related services for Brink's. Additionally, this Purchase Agreement sets forth pricing for certain UPG batteries and transformers. UPG will also
provide battery recycling services to Brink's. The following terms and conditions apply:

1.                Services. Battery and Transformer Pricing. (a) As requested by Brink's, UPG, as Brink's agent, shall procure components
                  for residential and/or commercial alarm systems ("Alarm System Components") from manufacturers specified by Brink's
                  with whom Brink's negotiated contracts. UPG shall also procure related packing and other materials and shall store such
                  Alarm System Components and materials in UPG's distribution centers. UPG shall assemble final packages consisting of the
                  following components: control panel; battery; transformer; RJ block; speaker; motion sensor; and instruction manuals ("Final
                  Packages"). Particular brands and models of components included in the Final Packages will be as specified by Brink's. UPG
                  shall ship such Final Packages to destinations specified by Brink's. If Brink's should change the equipment or the
                  configuration of the equipment in the Final Packages which causes the existing packaging (box and partitions) to be
                  unusable, Brink's shall reimburse UPG for the cost of that unusable packaging. UPG shall also store, ship and procure other
                  additional Alarm System Components, that are not products included in Final Packages, from manufacturers specified by
                  Brink's with whom Brink's has negotiated contracts.

                  (b) Brink's may also purchase from UPG, batteries and transformers that are produced to UPG's specifications. The price to
                  Brink's for these items is listed on Exhibit C, attached. These prices will remain firm throughout the term of this Purchase
                  Agreement. Shipping and warehousing compensation to UPG for these items will be as specified in section 3 (b) for batteries
                  and transformers not included in a Final Package. UPG warrants its products to be in conformance with the specifications
                  provided to Brink's, and to be free from defects in materials and workmanship under normal use and service per respective
                  product warranties including, without limitation, the warranties described in Exhibit A. Other terms of purchase are specified
                  in Exhibit A, attached hereto.

                  (c) Brink's may also purchase from UPG products that UPG makes available in the normal course of UPG's business which
                  will be obtained by UPG from manufacturers of UPG's choice with whom UPG has negotiated contracts. Products will be
                  packaged by UPG as a normal distribution product. The charge for these products will be at UPG's prevailing rates.

                  (d) In consideration for Brink's obligations under this Purchase Agreement, UPG will provide battery recycling services to
                  Brink's in accordance with Exhibit B at no additional charge.

2.                Authority. Except as expressly set forth in this Purchase Agreement, UPG shall have no authority to enter into contracts or
                  other commitments on Brink's behalf or to represent or bind Brink's in any way.

3.                Compensation. (a) As reimbursement for amounts paid by UPG to procure each Final Package and related goods and
                  services on Brink's behalf and as full compensation for the performance of UPG's services, Brink's agrees to pay UPG [ * ].
                  Total compensation to UPG will be [ * ] per Final Package. Unless otherwise provided herein UPG shall not be entitled to
                  any other reimbursement, payment, or compensation for the direct and indirect costs of performing UPG's services hereunder
                  or in respect of any fee or profit with the exception that applicable sales tax, if
     any, shall be added unless Brink's delivers to UPG a valid sales tax exemption certificate covering such purchases and any
     additional charges from vendors such as minimum billing or restock charges.

     (b) Brink's may periodically, at Brink's option, ask UPG to procure additional Alarm System Components from the same or
     additional manufacturers. In that event, UPG's compensation shall be [ * ]. Total additional Alarm System Component
     compensation will be [ * ].

     (c) Brink's has established an authorized dealer program that requires the shipment of all approved Final Packages and
     Alarm System Components. Brink's authorized dealers are responsible for setting up an account and credit terms with UPG.
     Brink's authorized dealers are solely responsible for this account; however, UPG agrees that [ * ] to Brink's dealers will not
     exceed [ * ]. Brink's may purchase equipment directly from UPG for Brink's authorized dealers. If Brink's exercises this
     option, Brink's will pay UPG the compensation described in 3 (a) and 3 (b).

     (d) In the event that Brink's purchases products directly from a manufacturer and such products are shipped to UPG for
     handling and distribution, UPG will charge Brink's the shipping and handling fees described in Section 3(b). Brink's shall
     provide UPG with product cost information for this purpose.

4.   Payment. Brink's shall make payments to UPG net 30 days from date of UPG's invoice. UPG invoices will separately list:
     actual cost to Brink's; shipping charges; and warehousing and other handling charges. UPG will invoice charges for UPG
     Products separately from reimbursement for Final Packages and additional Alarm System Components.

5.   Purchase Orders. Brink's shall submit to UPG, at intervals of Brink's choice, requests for UPG to procure Alarm System
     Components and related materials from manufacturers specified by Brink's. As promptly as practical after receipt of such
     requests, UPG, as Brink's agent, shall submit corresponding purchase orders to such manufacturers and shall diligently
     expedite such purchase orders (subject always to availability of product from the specified manufacturer) with a view toward
     maintaining adequate inventories of Alarm System Components and related materials in UPG's distribution centers to meet
     Brink's shipping needs. Prices and terms for the purchase of Alarm System Components are set by separate agreements
     between Brink's and the manufacturers.

6.   Shipments. Within two days after Brink's places an order with UPG, UPG shall ship Final Packages, Alarm System
     Components and related materials to Brink's branch office, dealer office or final user specified in Brink's instructions within
     the continental United States. If for any reason material orders do not ship within two days, backorders will be immediately
     reported. All surface shipping and handling costs to any branch office, dealer or final user in the continental United States
     shall be at UPG's sole expense; however, if Brink's requests shipment by air freight or to a destination outside the 48 states,
     UPG shall prepay such air freight or other shipping charge and Brink's shall reimburse UPG for the actual charges incurred.
     UPG shall endeavor to assure that all Alarm System Components and related materials shipped by UPG are delivered as
     promptly as possible.

7.   Manufacturers' Warranties. Brink's shall be the beneficiary of all manufacturers' warranties. UPG shall take such
     reasonable steps as Brink's may request (excluding institution of litigation) to
      enforce the terms of all manufacturers' warranties with respect to the Alarm System Components and related materials,
      including but not limited to, returning defective items for repair or replacement. UPG, AS A PROVIDER OF
      WAREHOUSING AND SHIPPING SERVICES AND AS A WHOLESALE DISTRIBUTOR, MAKES NO WARRANTIES
      OF ITS OWN, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY
      OR FITNESS FOR A PARTICULAR PURPOSE, OF THESE PRODUCTS NOT MANUFACTURED BY UPG, AND
      SHALL NOT BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES. UPG WILL EXTEND WARRANTIES
      ON ITEMS MANUFACTURED BY UPG AND UPG VENDORS PER RESPECTIVE PRODUCT WARRANTIES.

8.    Risk of Loss. Risk of loss on all Alarm System Components, other products and related materials purchased, stored,
      assembled, and shipped by UPG under this Purchase Agreement shall remain with UPG until such Alarm System
      Components, other products and related materials are delivered to Brink's branch office, dealer office or the end user as
      instructed by Brink's.

9.    Returns. In the event of a return authorized by Brink's and subject to a material return authorization issued by UPG, Brink's
      shall pay a restock charge imposed by the manufacturer of the product.

10.   Effective Date, Term and Termination. (a) This Purchase Agreement shall become effective on June 1, 2004, and shall
      continue for an initial term of 24 months. At the end of the initial term, this Agreement will renew for successive one year
      renewal terms unless cancelled in writing by either party at least 120 days before the end of the initial term or any renewal
      term. After May 31, 2005, this Agreement may be terminated for any reason by giving 120 days prior written notice.
      Provided, however, upon early termination, Brink's will purchase from UPG any and all remaining inventory procured by
      UPG pursuant to this Agreement (including inventory in transit) and pay any applicable cancellation fees of the
      manufacturer. (b) In the event that a party commits a Default under this Agreement, the non-defaulting party shall give
      written notice of the Default to the defaulting party. If the defaulting party does not cure such default within seven business
      days, or there is a subsequent Default of the same nature, then the non-defaulting party shall have the right to terminate this
      Agreement by giving ten days written notice. With respect to UPG, the term "Default" means a failure to meet a material
      shipping or warehousing obligation under this Agreement. With respect to Brink's, the term "Default" means a failure to meet
      a material payment obligation under this Agreement. With respect to both parties, an occurrence shall not be considered a
      Default if it is caused by an event or condition beyond the party's reasonable control. Provided, however, upon early
      termination, Brink's will purchase from UPG any and all remaining inventory procured by UPG pursuant to this Agreement
      (including inventory in transit) and pay any applicable cancellation fees of the manufacturer.
                                Signature Page

BRINK'S HOME SECURITY, INC.                      UNIVERSAL POWER GROUP, INC.

By:      /s/ Steven C. Yevich                    By:        /s/ Randy Hardin

Name:    Steven C. Yevich                        Name:     Randy Hardin

Title:   CFO                                     Title:    CEO

Date:    6/18/04                                 Date:     6-14-04


                                                       UNIVERSAL POWER GROUP, INC.

                                                 By:        /s/ Ian Edmonds

                                                 Name:     Ian Edmonds

                                                 Title:    COO

                                                 Date:     6. 14. 04
                                                                  EXHIBIT A

                                   Terms and Conditions for UPG Battery and Transformer Purchases

As stated in Section 1 of this Purchase Agreement, Brink's may purchase from UPG the UPG 1245 (12v- 4.5AH) battery and the 3-Prong
16.5V -25Va transformer (the "UPG Products") at the prices listed in Exhibit C in the quantities determined by Brink's. The purchase of such
batteries and transformers is subject to the following additional terms and conditions.

1.                U.L. Listing. UPG shall maintain an Underwriters Laboratories ("U.L.") listing on the UPG transformers purchased under
                  this Purchase Agreement.

2.                Compliance. UPG shall comply with all environmental and other laws in connection with manufacture and delivery of the
                  UPG Products.

                  Indemnity. UPG agrees to defend, indemnify and hold harmless Brink's from and against all damages and costs arising out
                  of any action for infringement of any United States patent, copyright or trade secret by the UPG Products. Brink's shall give
                  UPG prompt written notice of any action, claim or threat of infringement suit either oral or written. Brink's shall give UPG
                  opportunity to elect to take over, settle or defend any such claim, action or suit through counsel of UPG's own choice and
                  under its sole direction. Brink's will make available to UPG all defenses against any such claim, action, suit or proceeding
                  known to Brink's. UPG may, at its own option, procure the right for Brink' to continue to use the product, replace the product
                  with a non-infringing product of equal quality, modify the product to be non-infringing or refund a prorated portion of the
                  purchase price of the product.

                  UPG shall defend, indemnify and hold harmless Brink's from any and all damages caused directly by any defect in a UPG
                  Product, including without limitation failure of the product to comply with environmental or other laws. UPG shall have the
                  option to take over, settle or defend such action, claim or suit through counsel of its own choice.

4.                Warranty. UPG warrants that the UPG Products will conform to the most recent documented specifications, drawings,
                  samples or other descriptions provided to Brink's and will be free from defects in materials and workmanship for a period of
                  two years on batteries and one year on transformers. UPG agrees that this warranty will survive acceptance of the UPG
                  Products and shall run to Brink's, its successors, assigns, subsidiaries, divisions, affiliates and purchasers. In no event shall
                  UPG be liable for consequential damages, such as loss of profits, under this Warranty.

5.                Insurance. With respect to liability resulting from any alleged failure of the UPG Products, UPG agrees to furnish Brink's
                  with a Broad Form Vendors endorsement to its product liability insurance policy extending coverage to Brink's subject to the
                  terms of the endorsement within thirty (30) days of the date UPG signs this Purchase Agreement. UPG further agrees to
                  furnish Brink's, within thirty days of signing this Purchase Agreement, a Comprehensive General Liability (including
                  product liability, contractual liability and completed operations) Certificate of Insurance showing limits of $2,000,000,
                  naming Brink's as an additional insured and providing thirty (30) days written notice of cancellation or material change in
                  the policy.
                                              EXHIBIT B

                                        Universal Power Group
                                       Battery Recycling Program
                                         (Lead Acid Batteries)

1.   Brink's faxes the "Pick-Up Request" to Universal Power Group (UPG) at (972) 661-3746.

2.   Within 24-hours, UPG will contact an authorized hauler of hazardous material closest to the pick-up location.

3.   The authorized hauler will contact Brink's, within 24-hours, to schedule the pick-up. Typically the pick-up will occur
     within one week.

4.   The minimum pick-up is 200 Ibs.

5.   The authorized hauler will be responsible for taking the junks to an authorized (by EPA) smelter and will send the
     proper documentation (as required by law) to Universal Power Group.

6.   Brinks agrees to hold UPG harmless if UPG cannot locate a hazardous material hauler in a particular area and UPG
     will promptly notify Brinks of such failure to locate.
                                                               EXHIBIT C

                                                                PRICING

UPG 1245 (12v - 4.5AH / Reference D5741)                                                              [*]

3 Prong 16.5V-25V (Reference D1775-01)                                                                [*]



*Confidential information omitted and filed separately with the Securities and Exchange Commission.
                                                              Exhibit 10.12(a)

                                                         LESLIE BERNHARD
                                                            ADSTAR, INC.
                                                       4553 GLENCOE AVENUE
                                                      MARINA DEL REY, CA 90292

                                                              October 18, 2006

Board of Directors
Universal Power Group, Inc.
1720 Hayden Road
Carrollton, Texas

Dear Sirs:

This letter confirms my acceptance of your offer to join the Board of Directors of Universal Power Group, Inc. immediately upon effectiveness
of the company's initial public offering.

Very truly yours,
                                                           /s/ Leslie Bernhard
                                                              Exhibit 10.12(b)

                                                           MARVIN I. HAAS
                                                       91 CENTRAL PARK WEST
                                                     NEW YORK, NEW YORK 10023

                                                              October 18, 2006

Board of Directors
Universal Power Group, Inc.
1720 Hayden Road
Carrollton, Texas 75006

Dear Sirs:

This letter confirms my acceptance of your offer to join the Board of Directors of Universal Power Group, Inc. immediately upon effectiveness
of the company's initial public offering.

Very truly yours,
                                                           /s/ Marvin I. Haas
                                                           Marvin I. Haas
                                                             GARLAND P. ASHER
                                                             4001 Monticello Drive
                                                            Fort Worth, Texas 76107


                                                                  October 19, 2006


Board of Directors
Universal Power Group, Inc.
1720 Hayden Road
Carrollton, Texas

Dear Sirs:

This letter confirms my acceptance of your offer to join the Board of Directors of Universal Power Group, Inc. immediately upon effectiveness
of the company's initial public offering.

Very truly yours,

                                                /s/ Garland P. Asher
                                                      ROBERT M. GUTKOWSKI
                                                           20 Fox Hunt Lane
                                                  Cold Sprink Harbor, New York 11724



                                                                 October 25, 2006

Board of Directors
Universal Power Group, Inc.
1720 Hayden Road
Carrollton, Texas


Dear Sirs:

This letter confirms my acceptance of your offer to join the Board of Directors of Universal Power Group, Inc. immediately upon effectiveness
of the company's initial public offering.

Very truly yours,

                                                /s/ Robert M. Gutkowski
                                                                                                                                   Exhibit 23.1

                            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated February 24, 2006, except for Note D, to which the date is April 18, 2006, accompanying the financial
statements of Universal Power Group, Inc. contained in this Registration Statement and Prospectus. We consent to the use of the
aforementioned report in this Registration Statement and Prospectus, and our report dated February 24, 2006 with respect to the related
financial statement schedule, included herein, and to the references to our firm under the headings ―Selected Financial Data‖ and ―Experts.‖

/s/ KBA GROUP LLP
Dallas, Texas
October 26, 2006