AMENDMENT #4
                                       to
                                CREDIT AGREEMENT


                  THIS AMENDMENT #4 TO CREDIT AGREEMENT (this "Amendment") dated
as of  February  18,  1999,  between V BAND  CORPORATION  (the  "Borrower")  and
NATIONAL BANK OF CANADA, NEW YORK BRANCH (the "Bank").


                                    RECITALS

                  A.       The  Borrower  and the Bank are parties to the Credit
Agreement  dated as of May 28, 1997, as amended by Amendment and Waiver dated as
of February 10,  1998,  Amendment  and Waiver dated as of June 4, 1998,  and the
Amendment #3 to Credit  Agreement  dated as of January 19, 1999 (as the same may
have  been,  is  hereby  or  may  hereafter  be  further  amended,  the  "Credit
Agreement"),  pursuant to which the Bank agreed to extend credit to the Borrower
in the form of revolving  loans and letters of credit upon the terms and subject
to the conditions set forth in the Credit Agreement.

                  B.       The Borrower has requested that the Bank permit it to
borrow  under  the  Credit  Agreement  overadvances  of up to  $100,000  in  the
aggregate and allow such overadvances to remain outstanding until March 1, 1999,
in  consideration  of, inter alia,  the agreement of the Borrower to comply with
the requirements imposed hereby.

                  C.       The Bank is  willing  to  permit  such  overadvances,
subject to the terms and conditions set forth below.

                  NOW THEREFORE,  in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                  1.       Definitions.  All  capitalized  terms  used  but  not
defined herein shall have the meanings ascribed to them in the Credit Agreement.
<PAGE>
                  2.       Amendment to Credit Agreement.

                  (a)      The definition of the term  "Commitment" set forth in
Section 1.1 of the Credit  Agreement  (Defined  Terms) is hereby  amended in its
entirety to read as follows:


                           "Commitment":  the  commitment  of the  Bank  to make
                           Loans  pursuant to Section 2.1, and to issue  Letters
                           of Credit  pursuant to Section  2.10,  in the maximum
                           aggregate  principal  amount of Two  Million  Dollars
                           ($2,000,000.00),  as the Commitment may be terminated
                           or reduced from time to time in  accordance  with the
                           provisions of this Agreement.

                  (b)      The  definition  of the term  "Permitted  Overadvance
Amount" set forth within the  definition of  "Borrowing  Base" in Section 1.1 of
the Credit Agreement (Defined Terms) is hereby amended to read as follows:

                           "Permitted  Overadvance  Amount" means (x) during the
                           period  commencing on February 18, 1999 and ending on
                           March  1,  1999,   One   Hundred   Thousand   Dollars
                           ($100,000), and (y) thereafter, $0.00.

                  (c)      The last  sentence  of Section  2.11(f) of the Credit
Agreement is hereby amended to read as follows:

                           For purposes of this  Section,  the term  "Applicable
                           Percentage" means (i) 3% with respect to any optional
                           reduction,  refinancing or termination  which becomes
                           effective  before May 28, 1998,  (ii) 2% with respect
                           to any optional reduction, refinancing or termination
                           which becomes  effective on or after May 28, 1998 but
                           before  August 28, 1999,  (iii) 2.25% with respect to
                           any optional  reduction,  refinancing  or termination
                           which  becomes  effective on or after August 28, 1999
                           but before  November 28, 1999, (iv) 2.5% with respect
                           to any optional reduction, refinancing or termination
                           which becomes effective on or after November 28, 1999
                           but before  February 28, 2000, (v) 2.75% with respect
                           to any optional reduction, refinancing or termination
                           which becomes effective on or after February 28, 2000
                           but before May 28, 2000,  and (vi) 3% with respect to
                           any optional  reduction,  refinancing  or termination

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<PAGE>
                           which becomes effective on or after May 28, 2000.

                  (b)      Section  7.1  (Financial  Covenants)  of  the  Credit
Agreement is hereby amended in its entirety to read as follows:

                           7.1      Financial  Covenants.  The  Borrower  hereby
                  covenants and agrees that so long as the Commitment remains in
                  effect or any Letter of Credit remains  outstanding  and until
                  the  payment  in full  of the  Obligations  and  the  complete
                  performance  of  all  of  the  Borrower's  other   obligations
                  hereunder and under the other Loan Documents,  unless the Bank
                  shall otherwise consent in writing, the Borrower shall not:

                           (a)      Permit  its  Consolidated   EBITDA  for  any
                  fiscal quarter  specified below to be less than the amount set
                  forth below for such fiscal quarter:

================================================================================
|Fiscal Year | First         | Second         |  Third         | Fourth        |
| Ending     | Quarter       | Quarter        |  Quarter       | Quarter       |
|------------|---------------|----------------|----------------|---------------|
|October 31, | ($500,000)    | ($200,000)     |  $100,000      | $250,000      |
| 1999       |               |                |                |               |
|------------|---------------|----------------|----------------|---------------|
|October 31, | $50,000       | $50,000        |  Not           | Not           |
| 2000       |               |                |  Applicable    | Applicable    |
================================================================================


                  (b) Permit its Leverage Ratio for any fiscal quarter specified
below to exceed the ratio below for such fiscal quarter:

================================================================================
|Fiscal Year | First         | Second         |  Third         | Fourth        |
| Ending     | Quarter       | Quarter        |  Quarter       | Quarter       |
|------------|---------------|----------------|----------------|---------------|
|October 31, | 5.00:1.00     | 5.00:1.00      |  5.00:1.00     |  5.00:1.00    |
| 1999       |               |                |                |               |
|------------|---------------|----------------|----------------|---------------|
|October 31, | 4.00:1.00     | 4.00:1.00      |  Not           | Not           |
| 2000       |               |                |  Applicable    | Applicable    |
================================================================================

                           (c)      Permit its  Consolidated  Tangible Net Worth
                  as at the end of any fiscal quarter specified below to be less
                  than the amount set forth below for such fiscal quarter:

<PAGE>
================================================================================
|Fiscal Year | First         | Second         |  Third         | Fourth        |
| Ending     | Quarter       | Quarter        |  Quarter       | Quarter       |
|------------|---------------|----------------|----------------|---------------|
|October 31, | $1,300,000    | $1,200,000     |  $1,300,000    | $1,500,000    |
| 1999       |               |                |                |               |
|------------|---------------|----------------|----------------|---------------|
|October 31, | $1,600,000    | $1,800,000     |  Not           | Not           |
| 2000       |               |                |  Applicable    | Applicable    |
================================================================================



                           (d)      Permit  its  Interest  Coverage  Ratio to be
                  less than 1.00 to 1.00 for any fiscal  quarter  beginning with
                  and  including  the third  fiscal  quarter of its fiscal  year
                  ending  October 31,  1999  through  and  including  the second
                  fiscal  quarter of its fiscal year ending October 31, 2000, or
                  for the  Calculation  Period  ending at the end of the  second
                  fiscal quarter of its fiscal year ending October 31, 2000.

                           (e)      Permit  its  Current  Ratio to be less  than
                  1.00 to 1.00 as at the end of any fiscal quarter of its fiscal
                  year ending October 31, 1999 or as at the end of either of the
                  first or second  fiscal  quarter  of its  fiscal  year  ending
                  October 31, 2000.

                  (d)      All  references  in the  Credit  Agreement  to  "this
agreement" or such words as "hereof",  "herein",  or "hereunder" shall be deemed
to be references to the "Credit Agreement," as defined in this Agreement.

                  3.       Reaffirmation  of  Obligations.  The Borrower  hereby
acknowledges and confirms to the Bank (a) that the amendments and  modifications
to the Credit  Agreement  made  pursuant to this  Amendment  shall not affect or
impair in any way the validity,  binding  effect or  enforceability  of any Loan
Document to which the Borrower is a party or of any liens or security  interests
granted to the Bank  thereunder,  or the  Borrower's  obligations  or the Bank's
rights and  remedies  thereunder,  and (b) that the Loan  Documents to which the
Borrower  is a party,  any  liens and  security  interests  granted  to the Bank
thereunder,  and the Borrower's  obligations  and the Bank's rights and remedies
thereunder  shall  continue  in full  force  and  effect,  notwithstanding  such
amendments and modifications.

                  4.       Effectiveness.  The  provisions of this  Amendment to
the contrary  notwithstanding,  the foregoing  amendment shall be effective only
through  the  earliest  of (a)  noncompliance  by the  Borrower  with any of the
limitations or requirements  contained herein, or (b) the occurrence of an Event
of Default under the
                                       4
<PAGE>
 Credit Agreement.

                  5.       Amendment Fee. As consideration  for the amendment to
the Credit Agreement  provided in this Amendment,  the Borrower shall pay to the
Bank on or before  the  Amendment  Date a fee in the amount of  $15,500.00  (the
"Amendment  Fee"),  which fee is nonrefundable  and is deemed earned by the Bank
when paid.

                  6.       Representations  and Warranties.  The Borrower hereby
represents  and warrants to the Bank that (a) it has full power and authority to
execute and deliver this Amendment, (b) this Amendment, and the Credit Agreement
as amended hereby,  constitute the legal,  valid and binding  obligations of the
Borrower,  enforceable  against the Borrower in accordance with their respective
terms,  (c) the  Borrower's  execution and delivery of this  Amendment,  and its
performance  of this  Amendment  and of the  Credit  Agreement,  have  been duly
authorized  by all  requisite  action of the  Borrower  and do not  require  the
approval of its shareholders,  (d) the execution and delivery by the Borrower of
this Amendment and the  performance  by the Borrower of the Credit  Agreement do
not and will not (i) violate the  Borrower's  Certificate  of  Incorporation  or
By-Laws or any law or regulation  applicable  to the  Borrower,  (ii) violate or
constitute  (with  due  notice  or lapse of time or both) a  default  under  any
indenture,  agreement,  license or other  instrument  to which the Borrower is a
party  or by  which  the  Borrower  or any of its  properties  may be  bound  or
affected,  (iii) violate any order of any court, tribunal or governmental agency
binding  upon the  Borrower or its  properties,  (iv) result in the  creation or
imposition of any Lien of any nature whatsoever upon any properties or assets of
the  Borrower,  or  (v)  require  any  license,   consent  or  approval  of  any
governmental  agency or regulatory  authority or any other third party,  and (e)
the total of the outstanding  principal balance of all Loans and the LC Exposure
as of the date hereof is $1,271,186.08.

                  7.       Conditions  Precedent.  This  Amendment  shall become
effective  on the date (the  "Amendment  Date") on which  each of the  following
conditions precedent shall have been satisfied or waived:

                  (a)      the  Borrower  and the Bank shall have  executed  and
delivered counterpart originals or facsimiles hereof;

                  (b)      the Borrower shall have executed and delivered to the
Bank UCC financing  statements  in form,  substance  and number  sufficient  for
filing in all offices specified by the Bank;

                  (c)      the Consent  attached  hereto as Exhibit A shall have
been duly executed by all of the Borrower's Domestic  Subsidiaries and delivered
to the Bank;

                  (d)      the Bank shall have  received  payment in full of the
<PAGE>
Amendment Fee; and
                                       5
                  (e)      all   legal,   documentary   and  other   matters  in
connection with this Amendment and the transactions contemplated hereby shall be
satisfactory to the Bank and its counsel.

                  The  amendment to the Credit  Agreement set forth in Section 2
hereof shall become effective  automatically on the Amendment Date,  without the
need for any further action by any party hereto.

                  8.       Covenants.  The Borrower agrees that it shall use its
best efforts to promptly  cause the  execution by such parties as the Bank shall
request of all such landlord, warehouseman,  processor or similar waivers as the
Bank shall  request  regarding  (a) any  locations  at which the Borrower or any
Guarantor  has an office or place of  business  or at which  any  Collateral  is
located, or (b) any party that holds, sells, stores,  modifies,  manufactures or
installs  any  Inventory.  The Borrower  shall  deliver to the Bank on or before
February  26,  1999  true  and  correct  copies  of all  leases,  including  any
amendments,  riders and schedules  thereto,  regarding the premises described in
(a)  hereof,  and any  agreements  or  contracts  between  the  Borrower  or any
Guarantor and any party described in (b) hereof.

                  9.       Default.   Any   default  by  the   Borrower  in  the
observance or performance of any term,  condition,  covenant,  representation or
warranty set forth in this Amendment shall  constitute an Event of Default under
the Credit Agreement.

                  10.      Waiver and Release. AS A MATERIAL INDUCEMENT FOR, AND
IN CONSIDERATION OF, THE BANK'S AGREEMENTS  HEREIN, THE BORROWER (FOR ITSELF AND
ITS SUCCESSORS,  ASSIGNS, EXECUTORS AND ADMINISTRATORS) HEREBY WAIVES, RELEASES,
REMISES AND FOREVER DISCHARGES THE BANK, ITS SHAREHOLDERS, DIRECTORS, EMPLOYEES,
AGENTS, SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS OF AND FROM ANY
AND ALL MANNER OF ACTIONS, CAUSES OF ACTION, SUITS, CROSSCLAIMS,  COUNTERCLAIMS,
DEBTS,   DUES,   SUMS  OF  MONEY,   ACCOUNTS,   BILLS,   COVENANTS,   CONTRACTS,
CONTROVERSIES,  AGREEMENTS,  PROMISES, VARIANCES, DAMAGES, JUDGMENTS, CLAIMS AND
DEMANDS  WHATSOEVER,  IN LAW OR IN EQUITY,  WHICH AGAINST THE BANK, THE BORROWER
EVER HAD, NOW HAS, OR THE BORROWER, OR ITS SUCCESSORS,  ASSIGNS,  EXECUTORS,  OR
ADMINISTRATORS  CAN,  SHALL OR MAY HAVE FOR,  UPON OR BY  REASON OF ANY  MATTER,
CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DAY OF THE DATE
OF THIS AGREEMENT. BORROWER CONFIRMS THAT THE FOREGOING WAIVER AND RELEASE IS AN
INFORMED WAIVER AND RELEASE AND IS FREELY GIVEN.

                  11.      Miscellaneous.

                  (a)      THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO ITS CONFLICT OF LAWS RULES  (OTHER

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<PAGE>
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

                  (b)      Except as  expressly  amended  hereby,  all terms and
conditions of the Credit Agreement and the other Loan Documents,  and all rights
of the Bank and  obligations  of the Borrower  thereunder  and under all related
documents,  shall  remain  in  full  force  and  effect.  Without  limiting  the
generality  of the  foregoing,  nothing  herein  contained  shall be  deemed  to
increase the Commitment.

                  (c)      The Borrower hereby agrees to pay on demand all costs
and expenses  (including  without limitation the reasonable fees and expenses of
outside  counsel  to the  Bank)  incurred  by the  Bank in  connection  with the
negotiation,  preparation,  execution  and  delivery of this  Amendment  and all
related  documents,  whether  or not the  transactions  contemplated  hereby are
consummated.

                  (d)      This  Amendment may be executed by one or more of the
parties  hereto  on any  number  of  separate  counterparts,  and  all  of  said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.  Delivery  of an  executed  signature  page  to  this  Amendment  by
facsimile  transmission  shall be as effective as delivery of a manually  signed
counterpart hereof.

                  (e)      This Amendment  constitutes the entire  agreement and
understanding  of the parties  hereto with respect to the subject  matter hereof
and any prior oral agreements or understandings are merged herein.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]

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<PAGE>
                 IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be duly  executed by their duly  authorized  officers as of the day
and year first above written.


                                        V BAND CORPORATION


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        NATIONAL BANK OF CANADA, NEW YORK BRANCH


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:
<PAGE>
                                    EXHIBIT A

                              CONSENT OF GUARANTORS

         Each of the  undersigned  (each, a "Guarantor")  consents and agrees to
the  execution  and  delivery  by the  Borrower  of the  Amendment  #4 to Credit
Agreement  dated as of  February  18,  1999  (the  "Amendment")  between  V Band
Corporation and National Bank of Canada, New York Branch (the "Bank") and to all
of the transactions  contemplated by the Amendment.  Each Guarantor acknowledges
and agrees that each of the documents  which it has executed in connection  with
the Credit Agreement is ratified,  confirmed and reaffirmed,  including, without
limitation,  its Subsidiary Guarantee,  and any other Loan Documents to which it
is a party and that such  documents  are in full force and effect in  accordance
with their terms and there are no defenses,  counterclaims  or rights of set-off
as to any of such Guarantor's  obligations  thereunder.  Each Guarantor  further
acknowledges  and agrees that the  Amendment  is  supported by good and valuable
consideration by the Bank including, without limitation, the Bank's agreement to
execute the Amendment.

         AS A  MATERIAL  INDUCEMENT  FOR,  AND IN  CONSIDERATION  OF, THE BANK'S
AGREEMENTS IN THE  AMENDMENT,  EACH  GUARANTOR  (FOR ITSELF AND ITS  SUCCESSORS,
ASSIGNS,  EXECUTORS AND  ADMINISTRATORS)  HEREBY WAIVES,  RELEASES,  REMISES AND
FOREVER  DISCHARGES THE BANK, ITS SHAREHOLDERS,  DIRECTORS,  EMPLOYEES,  AGENTS,
SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ADMINISTRATORS OF AND FROM ANY AND ALL
MANNER OF ACTIONS, CAUSES OF ACTION, SUITS, CROSSCLAIMS,  COUNTERCLAIMS,  DEBTS,
DUES,  SUMS OF MONEY,  ACCOUNTS,  BILLS,  COVENANTS,  CONTRACTS,  CONTROVERSIES,
AGREEMENTS,   PROMISES,   VARIANCES,  DAMAGES,  JUDGMENTS,  CLAIMS  AND  DEMANDS
WHATSOEVER, IN LAW OR IN EQUITY, WHICH AGAINST THE BANK, EACH GUARANTOR HAD, NOW
HAS, OR EACH GUARANTOR, OR ITS SUCCESSORS, ASSIGNS, EXECUTORS, OR ADMINISTRATORS
CAN,  SHALL OR MAY HAVE FOR,  UPON OR BY REASON  OF ANY  MATTER,  CAUSE OR THING
WHATSOEVER  FROM  THE  BEGINNING  OF THE  WORLD  TO THE DAY OF THE  DATE OF THIS
AGREEMENT.  EACH GUARANTOR  CONFIRMS THAT THE FOREGOING WAIVER AND RELEASE IS AN
INFORMED WAIVER AND RELEASE AND IS FREELY GIVEN.

                                                     LICOM Incorporated

                                                     By:
                                                        ------------------------
                                                           Name:
                                                           Title:

                                                     V Band NE, Inc.

                                                     By:
                                                        ------------------------
                                                           Name:
                                                           Title:

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