Item 1.01. Entry into a Material Definitive Agreement.

On July 21, 2009, Optelecom-NKF, Inc. (the "Company") and its subsidiaries entered into a Second Amendment (the "Amendment") to the Amended and Restated Financing and Security Agreement (the "Financing Agreement") with Manufacturers and Traders Trust Company, a New York State banking corporation ("M&T"). Pursuant to the Amendment, M&T agreed to extend the term of the revolving credit facilities available to the Company and its Dutch holding company until December 31, 2009 and also agreed to extend the period under the Financing Agreement for the Company to extend or refinance certain subordinated debt of the Company to December 31, 2009. Additionally, the parties agreed to certain changes in the determination of the borrowing base and interest rates, and in the financial covenants, under the Financing Agreement.

This summary of the terms of the Amendment is qualified in its entirety by the text of the Amendment, a copy of which is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Second Amendment to Amended and Restated Financing and Security Agreement dated July 1, 2009 by and among Optelecom-NKF, Inc., the subsidiaries of Optelecom-NKF, Inc. and Manufacturers and Traders Trust Company.

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