<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>7
<FILENAME>v96066exv99w5.txt
<DESCRIPTION>EXHIBIT 99.5
<TEXT>
<PAGE>

Exhibit 99.5

                          REVOLVING LINE OF CREDIT NOTE

$45,000,000                                              West Covina, California
                                                                January 27, 2004

         FOR VALUE RECEIVED, the undersigned VIRCO MFG. CORPORATION ("Borrower")
promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank")
at its office at San Gabriel Valley Regional Commercial Banking Office, 1000
Lakes Drive, Suite 250, West Covina, California, or at such other place as the
holder hereof may designate, in lawful money of the United States of America and
in immediately available funds, the principal sum of Forty Five Million Dollars
($45,000,000), or so much thereof as may be advanced and be outstanding, with
interest thereon, to be computed on each advance from the date of its
disbursement as set forth herein.

         This Revolving Line of Credit Note (this "Note") is the Line of Credit
Note issued pursuant to the Credit Agreement dated as of January 27, 2004 (as
amended, restated, supplemented or otherwise modified, the "Credit Agreement")
between Borrower and Bank. Terms defined in the Credit Agreement and not
otherwise defined herein are used herein as therein defined. Reference hereby is
made to the Loan Documents for a description of the assets in which a Lien has
been granted, the nature and extent of the security and the guaranties, the
terms and conditions upon which the Liens and each guaranty were granted and the
rights of the holder of this Note in respect thereof.

         DEFINITIONS:

         As used herein, the following terms shall have the meanings set forth
after each, and any other term defined in this Note shall have the meaning set
forth at the place defined:

         (a)      "Fixed Rate Term" means a period commencing on a Business Day
and continuing for one (1), two (2), three (3), six (6), nine (9) or twelve (12)
months, as designated by Borrower, during which all or a portion of the
outstanding principal balance of this Note bears interest determined in relation
to LIBOR; provided however, that no Fixed Rate Term may be selected for a
principal amount less than $1,000,000; and provided further, that no Fixed Rate
Term shall extend beyond the Line of Credit Termination Date. If any Fixed Rate
Term would end on a day which is not a Business Day, then such Fixed Rate Term
shall be extended to the next succeeding Business Day.

         (b)      "LIBOR" means the rate per annum (rounded upward, if
necessary, to the nearest whole 1/8 of 1%) and determined pursuant to the
following formula:

                                            Base LIBOR
                  LIBOR =  --------------------------------------------
                                    100% - LIBOR Reserve Percentage

                  (i)      "Base LIBOR" means the rate per annum for United
         States dollar deposits quoted by Bank as the Inter-Bank Market Offered
         Rate, with the understanding that such

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         rate is quoted by Bank for the purpose of calculating effective rates
         of interest for loans making reference thereto, on the first day of a
         Fixed Rate Term for delivery of funds on said date for a period of time
         approximately equal to the number of days in such Fixed Rate Term and
         in an amount approximately equal to the principal amount to which such
         Fixed Rate Term applies. Borrower understands and agrees that Bank may
         base its quotation of the Inter-Bank Market Offered Rate upon such
         offers or other market indicators of the Inter-Bank Market as Bank in
         its discretion deems appropriate including, but not limited to, the
         rate offered for U.S. dollar deposits on the London Inter-Bank Market.

                  (ii)     "LIBOR Reserve Percentage" means the reserve
         percentage prescribed by the Board of Governors of the Federal Reserve
         System (or any successor) for "Eurocurrency Liabilities" (as defined in
         Regulation D of the Federal Reserve Board, as amended), adjusted by
         Bank for expected changes in such reserve percentage during the
         applicable Fixed Rate Term.

         (c)      "Prime Rate" means at any time the rate of interest most
recently announced within Bank at its principal office as its Prime Rate, with
the understanding that the Prime Rate is one of Bank's base rates and serves as
the basis upon which effective rates of interest are calculated for those loans
making reference thereto, and is evidenced by the recording thereof after its
announcement in such internal publication or publications as Bank may designate.

INTEREST:

         (a)      Interest. The outstanding principal balance of this Note shall
bear interest (computed on the basis of a 360-day year, actual days elapsed)
either (i) at a fluctuating rate per annum equal to the Prime Rate in effect
from time to time plus 0.50% or (ii) at a fixed rate per annum determined by
Bank equal to LIBOR in effect on the first day of the applicable Fixed Rate Term
plus 2.75%. When interest is determined in relation to the Prime Rate, each
change in the rate of interest hereunder shall become effective on the date each
Prime Rate change is announced within Bank. With respect to each LIBOR selection
hereunder, Bank is hereby authorized to note the date, principal amount,
interest rate and Fixed Rate Term applicable thereto and any payments made
thereon on Bank's books and records (either manually or by electronic entry)
and/or on any schedule attached to this Note, which notations shall be prima
facie evidence of the accuracy of the information noted.

         (b)      Selection of Interest Rate Options. At any time any portion of
this Note bears interest determined in relation to LIBOR, it may be continued by
Borrower at the end of the Fixed Rate Term applicable thereto so that all or a
portion thereof bears interest determined in relation to the Prime Rate or to
LIBOR for a new Fixed Rate Term designated by Borrower. At any time any portion
of this Note bears interest determined in relation to the Prime Rate, Borrower
may convert all or a portion thereof so that it bears interest determined in
relation to LIBOR for a Fixed Rate Term designated by Borrower. At such time as
Borrower requests an advance hereunder or wishes to select a LIBOR option for
all or a portion of the outstanding principal balance hereof, and at the end of
each Fixed Rate Term, Borrower shall give Bank notice specifying: (i) the
interest rate option selected by Borrower; (ii) the principal amount subject
thereto; and (iii) for each LIBOR selection, the length of the applicable Fixed
Rate Term;

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provided, however, that if an Event of Default has occurred and is continuing,
Borrower may not elect to continue or convert any Advance outstanding hereunder
into a LIBOR rate loan. Any such notice may be given by telephone (or such other
electronic method as Bank may permit) so long as, with respect to each LIBOR
selection, (A) if requested by Bank, Borrower provides to Bank written
confirmation thereof not later than three (3) Business Days after such notice is
given, and (B) such notice is given to Bank prior to 10:00 a.m. on the first day
of the Fixed Rate Term, or at a later time during any Business Day if Bank, at
it's sole option but without obligation to do so, accepts Borrower's notice and
quotes a fixed rate to Borrower. If Borrower does not immediately accept a fixed
rate when quoted by Bank, the quoted rate shall expire and any subsequent LIBOR
request from Borrower shall be subject to a redetermination by Bank of the
applicable fixed rate. If no specific designation of interest is made at the
time any advance is requested hereunder or at the end of any Fixed Rate Term,
Borrower shall be deemed to have made a Prime Rate interest selection for such
advance or the principal amount to which such Fixed Rate Term applied.

         (c)      Taxes and Regulatory Costs. Borrower shall pay to Bank
immediately upon demand, in addition to any other amounts due or to become due
hereunder, any and all (i) withholdings, interest equalization taxes, stamp
taxes or other taxes (except income and franchise taxes) imposed by any
Governmental Authority and related in any manner to LIBOR, and (ii) future,
supplemental, emergency or other changes in the LIBOR Reserve Percentage,
assessment rates imposed by the Federal Deposit Insurance Corporation, or
similar requirements or costs imposed by any Governmental Authority or resulting
from compliance by Bank with any request or directive (whether or not having the
force of law) from any central bank or other Governmental Authority and related
in any manner to LIBOR to the extent they are not included in the calculation of
LIBOR. In determining which of the foregoing are attributable to any LIBOR
option available to Borrower hereunder, any reasonable allocation made by Bank
among its operations shall be conclusive and binding upon Borrower.

         (d)      Payment of Interest. Interest accrued on this Note shall be
payable on the first day of each month, commencing February 1, 2004.

         (e)      Default Interest. From and after the maturity date of this
Note, or such earlier date as all principal owing hereunder becomes due and
payable by acceleration or otherwise, the outstanding principal balance of this
Note shall bear interest until paid in full at an increased rate per annum
(computed on the basis of a 360-day year, actual days elapsed) equal to four
percent (4%) above the rate of interest from time to time applicable to this
Note.

BORROWING AND REPAYMENT:

         (a)      Borrowing and Repayment. Borrower may from time to time during
the term of this Note borrow, partially or wholly repay its outstanding
borrowings, and reborrow, subject to all of the limitations, terms and
conditions of this Note and of any document executed in connection with or
governing this Note; provided however, that the total outstanding borrowings
under this Note shall not at any time exceed the principal amount set forth
above or such lesser amount as shall at any time be available hereunder, as set
forth in the Credit Agreement. The unpaid principal balance of this obligation
at any time shall be the total amounts advanced hereunder by the holder hereof
less the amount of principal payments made hereon by or for any

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Borrower, which balance may be endorsed hereon from time to time by the holder.
The outstanding principal balance of this Note shall be due and payable in full
on Line of Credit Termination Date.

         (b)      Advances. Advances hereunder, to the total amount of the
principal sum stated above, may be made by the holder at the oral or written
request of (i) Robert A. Virtue, Robert Dose, Doug Virtue or Bassey Yau, any one
of them acting alone, who are authorized to request Advances and direct the
disposition of any Advances until written notice of the revocation of such
authority is received by the holder at the office designated above, or (ii) any
person, with respect to Advances deposited to the credit of any deposit account
of Borrower, which advances, when so deposited, shall be conclusively presumed
to have been made to or for the benefit of Borrower regardless of the fact that
persons other than those authorized to request Advances may have authority to
draw against such account. The holder shall have no obligation to determine
whether any person requesting an Advance is or has been authorized by Borrower.

         (c)      Application of Payments. Each payment made on this Note shall
be credited first, to any interest then due and second, to the outstanding
principal balance hereof. All payments credited to principal shall be applied
first, to the outstanding principal balance of this Note which bears interest
determined in relation to the Prime Rate, if any, and second, to the outstanding
principal balance of this Note which bears interest determined in relation to
LIBOR, with such payments applied to the oldest Fixed Rate Term first.

PREPAYMENT:

         (a)      Prime Rate. Borrower may prepay principal on any portion of
this Note which bears interest determined in relation to the Prime Rate at any
time, in any amount and without penalty.

         (b)      LIBOR. Borrower may prepay principal on any portion of this
Note which bears interest determined in relation to LIBOR at any time and in the
minimum amount of $1,000,000; provided, however, that if the outstanding
principal balance of such portion of this Note is less than said amount, the
minimum prepayment amount shall be the entire outstanding principal balance
thereof. In consideration of Bank providing this prepayment option to Borrower,
or if any such portion of this Note shall become due and payable at any time
prior to the last day of the Fixed Rate Term applicable thereto by acceleration
or otherwise, Borrower shall pay to Bank immediately upon demand a fee which is
the sum of the discounted monthly differences for each month from the month of
prepayment through the month in which such Fixed Rate Term matures, calculated
as follows for each such month:

                  (i)      Determine the amount of interest which would have
         accrued each month on the amount prepaid at the interest rate
         applicable to such amount had it remained outstanding until the last
         day of the Fixed Rate Term applicable thereto.

                  (ii)     Subtract from the amount determined in (i) above the
         amount of interest which would have accrued for the same month on the
         amount prepaid for the remaining term of such Fixed Rate Term at LIBOR
         in effect on the date of prepayment for new loans made for such term
         and in a principal amount equal to the amount prepaid.

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                  (iii)    If the result obtained in (ii) for any month is
         greater than zero, discount that difference by LIBOR used in (ii)
         above.

         Borrower acknowledges that prepayment of such amount may result in Bank
incurring additional costs, expenses and/or liabilities, and that it is
difficult to ascertain the full extent of such costs, expenses and/or
liabilities. Borrower, therefore, agrees to pay the above described prepayment
fee and agrees that said amount represents a reasonable estimate of the
prepayment costs, expenses and/or liabilities of Bank. If Borrower fails to pay
any prepayment fee when due, the amount of such prepayment fee shall thereafter
bear interest until paid at a rate per annum two percent (2%) above the Prime
Rate in effect from time to time (computed on the basis of a 360 day year,
actual days elapsed). Each change in the rate of interest on any such past due
prepayment fee shall become effective on the date each Prime Rate change is
announced within Bank.

         (c)      The principal Indebtedness evidenced hereby shall be payable
as follows and without set off, counterclaim or reduction of any kind:

                  (i)      the amount, if any, by which the LC Usage Amount at
         any time exceeds the lesser of the Revolving Commitment or the
         Borrowing Base at such date shall be payable immediately; and

                  (ii)     the principal Indebtedness evidenced hereby shall be
         payable on the Line of Credit Termination Date

EVENTS OF DEFAULT:

         Any default in the payment or performance of any obligation under this
Note, or any defined event of default under the Credit Agreement, shall
constitute an "Event of Default" under this Note.

MISCELLANEOUS:

         (a)      Obligations Joint and Several. Should more than one person or
entity sign this Note as a Borrower, the obligations of each such Borrower shall
be joint and several.

         (b)      Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of California.

                            [Signature Page Follows]

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         IN WITNESS WHEREOF, the undersigned has executed this Note as of the
date first written above.

                                              VIRCO MFG. CORPORATION

                                              By: /s/ Robert E. Dose
                                                  ---------------------------
                                              Name: Robert E. Dose
                                              Title: VP Finance

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</DOCUMENT>
