WAIVER  and FOURTH AMENDMENT
                                   dated as of May 11, 2000 to the Mortgage
                                   made and entered into as of July 9, 1998
                                   between Syscomm International Corporation
                                   (the "Borrower")and The Chase Manhattan Bank,
                                   a banking corporation duly organized
                                   and existing under the laws of the  State of
                                   New  York  (the "Bank")

WHEREAS,  the  Borrower  wishes to and waive  and  amend  the  provision  of the
Mortgage with respect to the required  quarterly  consolidated  net loss and net
profit and Debt Service Coverage Ratio;

WHEREAS,  the Bank has  consented  to waive  and  amend  that  provision  of the
Mortgage to reflect the changes herein set forth;

NOW,  THEREFORE,  in  consideration  of the premises  and the mutual  agreements
herein contained, the parties hereby agree as follows:

         Waiver of Section 53:
         Compliance  with Section 53 of the Mortgage is hereby  waived to permit
         the Borrower to incur a quarterly  consolidated net loss for the fiscal
         quarter  ending  March 31, 2000 as long as the net loss for the quarter
         was not greater  than  $496,000.  The Borrower was required to report a
         minimum  consolidated  net profit of  $500,000  for the fiscal  quarter
         ending March 31, 2000.

         Amendment to Section 53:
         Section  53 of the  Mortgage  is hereby  amended  as  follows:  (i) the
         Borrower shall not suffer a quarterly consolidated net loss (calculated
         exclusive of extraordinary  gains) greater than $150,000 for the fiscal
         quarter  ending  June  30,  2000;  (ii)  the  Borrower  shall  report a
         quarterly  consolidated  net profit of at least $125,000 for the fiscal
         quarter  ending  September 30, 2000; and (iii)  beginning  December 31,
         2000, the Borrower shall through out the term of the Mortgage  maintain
         a rolling four quarter Debt Service Coverage Ratio of 1.25:00.

The Waiver and Fourth  Amendment  shall be construed  and enforced in accordance
with the laws of the State of New York.

Except as expressly amended or consented to hereby, the Mortgage shall remain in
full force and effect in accordance with the original terms thereof.  The Waiver
and Fourth Amendment herein contained is limited specifically to the matters set
forth above and does not  constitute  directly or by implication an amendment or
waiver of any other  provision of the Mortgage or any default which may occur or
may have occurred under the Mortgage.

Capitalized  terms used herein and not otherwise  defined  herein shall have the
same meanings as defined in the Mortgage.

The Borrower  hereby  represents and warrants that,  after giving effect to this
Waiver and Fourth  Amendment,  no Event of Default or Default  exists  under the
Mortgage or any related documents.

This Waiver and Fourth  Amendment  shall  become  effective  when duly  executed
counterparts  hereof which, when taken together,  bear the signatures of each of
the parties hereto shall have been delivered to the Bank.

IN WITNESS WHEREOF,  the Borrower and the Bank have caused the Waiver and Fourth
Amendment to be duly executed by their duly authorized  officers,  all as of the
day and year first above written.

                                     Syscomm International Corporation

                                 By: /s/ Thomas F. Belleau
                                     ---------------------
                                     Thomas F. Belleau, Chief Financial Officer


ATTEST:

/s/ Thomas F. Belleau
---------------------
Secretary


Accepted this 11th day of May, 2000
By The Chase Manhattan Bank


By:  /s/
Title:  Vice President