TCI INTERNATIONAL, INC.                            EXHIBIT 10.6
EMPLOYEE STOCK OWNERSHIP PLAN 
 
AMENDMENT NO . 1 
 
The TCI International, Inc. Employee Stock Ownership Plan, as restated 
October 1, 1992 (the "Plan"), is hereby amended, effective as of 
October 1, 1992, as follows: 
 
1.  Section 6.3 of the Plan is hereby amended to read as follows: 
 
A.  As of each Valuation Date, the net income (or loss) of the Trust 
Fund shall be determined for the 
period commencing immediately after the last preceding Valuation Date 
and ending with the current 
Valuation Date. Each Participant's share of any such net income 
(or loss) will be allocated to his 
Investment Account in the ratio that the balance credited to his 
Investment Account on the immediately 
preceding Valuation Date (reduced by any distributions, withdrawals 
or Forfeitures from such Accounts 
since that date) bears to the sum of the Account balances 
(as similarly reduced) for all Participants as of 
that date. However, if there were no Investment Accounts outstanding 
on the immediately preceding 
Valuation Date, then such allocation shall be made on the basis of 
the balance credited to each Stock 
Account on such preceding Valuation Date (reduced by any distributions, 
withdrawals or Forfeitures from 
such Account since that date). Such net income (or loss) shall 
include the increase nor decrease) in the 
fair market value of Trust Fund assets (other than Company Stock), 
interest income, dividends (other than 
dividends paid on allocated Company Stock) and other income and 
gains (or losses) attributable to such 
assets since the immediately preceding Valuation Date, reduced by 
any expenses charged to the Trust 
Fund since that date. 
 
B.  Any cash dividends received on shares of Company Stock credited 
to the Stock Accounts of Participants and not otherwise reserved 
for the satisfaction of outstanding Trust obligations 
under Section 6.2 will be allocated directly to the respective 
Investment Accounts of such Participants. Any cash 
dividends received on unallocated shares of Company Stock shall be 
included in the computation of net 
income (or loss) of the Trust Fund. Any stock dividends received 
on Company Stock shall be credited to 
the Accounts to which such Company Stock is allocated. 
 
C.  In the event Participating Company contributions and Forfeitures 
are to be allocated among the Accounts of Participants as of the 
same date that the Accounts re to be adjusted in accordance with this 
Section 6.3, such Participating Company contributions and Forfeitures 
shall not be allocated until such adjustments have been made. 
 
IN WITNESS WHEREOF, TCI International, Inc. has caused this Plan 
Amendment to be executed by its duly-authorized officer on this 
30 Day of September, 1993. 
 
 
TCI INTERNATIONAL, INC. 
 
By: /s/  Calvin L. Breed, Treasurer