EXHIBIT 10.B

         AMENDMENT AND WAIVER, dated as of November 8, 2007 (this "Amendment and
Waiver"),  to the Amended and Restated Loan and Security  Agreement  dated as of
September  7, 2007 by and  between  NAPCO  Security  Systems,  Inc.,  a New York
corporation  having a place of business at 333 Bayview Avenue,  Amityville,  New
York 11701 (the "Debtor") and HSBC Bank USA, National Association,  successor by
merger to HSBC Bank USA f/k/a Marine Midland Bank, having a place of business at
534 Broad Hollow Road, Melville, New York 11747 (the "Secured Party"), as may be
amended from time to time (the "Agreement").

                                    RECITALS

         WHEREAS,  the Debtor has  requested  and the Secured  Party has agreed,
subject to the terms and conditions of this  Amendment and Waiver,  to amend and
waive certain provisions of the Agreement as set forth herein;

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

         1.  Amendment.  Section  9.26(b) of the Agreement is hereby  amended to
delete the  parenthetical  "(to be tested  quarterly  based  upon the  financial
statements  required  to be  presented  to Secured  Party  pursuant to the terms
hereof)" and substitute  therein the following "(to be tested annually at fiscal
year end based upon the annual financial  statements required to be presented to
Secured Party pursuant to the terms hereof)".

         2. Waiver and Consent.  Compliance by the Debtor with the provisions of
Section  9.26(b) of the Agreement is hereby waived solely in connection with the
fiscal quarter ended September 30, 2007.

         3.  Representations  and Warranties.  The Debtor hereby  represents and
warrants to Secured Party as follows:  After giving effect to this Amendment and
Waiver, (i) each of the representations and warranties set forth in Section 4 of
the Agreement and in the other Transaction  Documents is true and correct in all
material  respects on and as of the date hereof as if made on and as of the date
of this  Amendment  and Waiver  except to the  extent  such  representations  or
warranties  relate  to an  earlier  date in which  case  they  shall be true and
correct in all material  respects as of such earlier date,  and (ii) no Event of
Default or Events of  Default  has  occurred  and is  continuing  as of the date
hereof.

         4. Miscellaneous.

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

         Except as expressly  amended and waived  hereby,  the  Agreement  shall
remain in full force and effect in accordance with the original terms thereof.

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         The amendments and waivers herein contained are limited specifically to
the matters set forth above and do not  constitute  directly or by implication a
waiver or an  amendment of any other  provision of the  Agreement or a waiver of
any Event of Default or Events of Default which may occur or may have occurred.

         This Amendment and Waiver may be executed in one or more  counterparts,
each of which shall constitute an original, but all of which when taken together
shall  constitute  but one  agreement.  This  Amendment  and Waiver shall become
effective  as of the date  hereof,  upon  receipt by the  Secured  Party of this
Amendment and Waiver, duly executed by the Debtor

         THIS  AMENDMENT  AND WAIVER  SHALL BE  GOVERNED  BY, AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES.

                                         HSBC BANK USA, NATIONAL ASSOCIATION,
                                         SUCCESSOR BY MERGER TO HSBC BANK USA,
                                         FORMERLY KNOWN AS MARINE MIDLAND BANK

                                         By:  /s/ CHRISTOPHER MENDELSOHN
                                            ------------------------------------
                                              Christopher J. Mendelsohn
                                              First Vice President


NAPCO SECURITY SYSTEMS, INC.

By:      /s/ KEVIN BUCHEL
   ----------------------------------------------------
         Kevin Buchel
         Senior Vice President