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                             SURGE COMPONENTS, INC.
                              1016 Grand Boulevard
                           Deer Park, New York 11729
                                 (631) 595-1818

                                                         As of December 4, 2000


Equilink Capital Partners, LLC
488 Madison Avenue
New York, New York 10022

Dear Sirs/Madams:

                  Reference is made to that certain Investment Banking
Agreement, dated as of November 24, 2000 (the "Agreement"), between Surge
Components, Inc. ("Surge") and Equilink Capital Partners, LLC ("Equilink"). This
letter summarizes, confirms and memorializes the allocation of the nature and
amount of compensation due under the Agreement for (a) the various services
performed and to be preformed by Equilink and (b) reimbursement of expenses
incurred and to be incurred by Equilink, on Surge's behalf, in the performance
of such services. This letter shall also serve to confirm that, notwithstanding
the Agreement, a portion of the securities issuable by Surge pursuant to the
Agreement were intended by the parties to the Agreement to be issued, and were
in fact issued, to employees, consultants and designees of Equilink, as more
fully set forth in Schedule A attached to and made part of this letter.

                  Notwithstanding anything to the contrary contained in the
Agreement, it is hereby agreed as follows:

                           1. Of the 60,000 shares of the Non-Voting Redeemable
         Convertible Series C Preferred Stock, par value $.001 per share (the
         "Series C Stock") of Surge, issued pursuant to paragraph 4(a) of the
         Agreement, (a) a total of 15,000 shares of Series C Stock have been
         issued as reimbursement of expenses incurred by Equilink, on Surge's
         behalf, in connection with the proposed transaction (the "Orbit
         Transaction") between Surge and Orbit Network, Inc. which was
         terminated in August 1999 and (b) a total of 45,000 shares of Series C
         Stock have been issued as reimbursement of expenses incurred by
         Equilink, on Surge's behalf, in connection with the proposed
         transaction (the "Global Transaction") between Surge and Global
         DataTel, Inc. which was terminated in November 2000. Such 60,000 shares
         of Series C Stock have been issued to the parties as set forth on
         Schedule A to this letter.

                           2. Of the 900,000 shares of the common stock,
         par value $.001 per share (the "Common Stock"), of Surge issued
         pursuant to paragraph 4(b) of the Agreement, (a) a



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SURGE COMPONENTS, INC.

Equilink Capital Partners, LLC
As of December 4, 2000
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         total of 697,500 shares of Common Stock have been issued for services
         rendered by Equilink, on Surge's behalf, in connection with the Global
         Transaction, (b) a total of 2,500 shares of Common Stock have been
         issued for Equilink's agreement to provide further services, on Surge's
         behalf, in connection with the termination of the Global Transaction,
         (c) a total of 100,000 shares of Common Stock have been issued for
         services rendered by Equilink, on Surge's behalf, in connection with
         the Orbit Transaction and (d) a total of 100,000 shares of Common Stock
         have been issued for services rendered by Equilink and as reimbursement
         of expenses incurred by Equilink, each on Surge's behalf and through
         November 30, 2000, in connection with the transaction (the "MailEncrypt
         Transaction") between Surge and MailEncrypt.com, Inc. which was
         consummated in November 2000. Such 900,000 shares of Common Stock have
         been issued to the parties as set forth on Schedule A to this letter.

                           3. Of the 10,000 shares of Series C Stock issued
         pursuant to paragraph 4(b) of the Agreement, (a) a total of 5,000
         shares of Series C Stock have been issued for services rendered by
         Equilink and as reimbursement of expenses incurred by Equilink, each on
         Surge's behalf, in connection with the MailEncrypt transaction, and (b)
         a total of 5,000 shares of Series C Stock have been issued for services
         rendered and to be rendered by Equilink and as reimbursement of
         expenses incurred and to be incurred by Equilink, each on Surge's
         behalf, in connection with the proposed recapitalization transaction
         (the "Superus Transaction") between Surge and Superus Holdings, Inc.
         Such 10,000 shares of Series C Stock have been issued to the parties as
         set forth on Schedule A to this letter.

                           4. Of the 2,000,000 warrants (each, a "Warrant") of
         Surge, each warrant entitling the holder thereof to purchase one share
         of Common Stock at a purchase price of $3.00 per share and expiring on
         November 24, 2005, (a) a total of 500,000 Warrants have been issued for
         services rendered by Equilink, in connection with the Global
         Transaction, (b) a total of 400,000 Warrants have been issued for
         Equilink's Agreement to provide services and to incur expenses, each on
         Surge's behalf and on or after December 1, 2000, in connection with the
         Superus Transaction, (c) a total of 100,000 Warrants have been issued
         for investment banking services rendered and to be rendered by Equilink
         and as reimbursement of expenses incurred and to be incurred by
         Equilink, each on Surge's behalf, in connection with Surge's private
         placement of Convertible Promissory Notes of Surge due December 31,
         2001 and any other bridge financing, and (d) a total of 1,000,000
         Warrants have been issued for Equilink's agreement to provide
         additional investment banking services and to incur expenses, each on
         Surge's behalf through the term of the Agreement. Such 2,000,000
         warrants have been issued to the parties as set forth in Schedule A to
         this letter.

                           5. Following the filing with the Securities and
         Exchange Commission of the Annual Report on Form 10-KSB of the
         Corporation for the fiscal year ended


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SURGE COMPONENTS, INC.

Equilink Capital Partners, LLC
As of December 4, 2000
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         November 30, 2000, the Corporation shall use its best efforts to
         promptly cause the registration for resale, under the Securities Act of
         1933, as amended, of the aggregate 463,000 shares of Common Stock
         issued to Robert DePalo and Susan Green pursuant to paragraph 4(b) of
         the Agreement and paragraph 2 of this letter. The Corporation shall
         register such shares on Form S-8, or such other form as the
         Corporation, in its sole discretion, shall so choose and Mr. DePalo and
         Ms. Green shall assist the Corporation in such registration by
         providing the Corporation with such information and documents as the
         Corporation may reasonable request.

                  Please indicate your confirmation that the above-stated
allocation of the consideration payable under the Agreement and other subject
matters of this letter accurately reflects the agreement between Surge and
Equilink with respect to such consideration and other matters by executing the
duplicate copy of this letter in the space indicated for such below and return
such executed duplicate copy to Surge.

                                          Very truly yours,

                                          Surge Components, Inc.


                                          By:            /s/ Ira Levy
                                                --------------------------------
                                                      Ira Levy, President

Confirmed, agreed and accepted
as of the date set forth above:

Equilink Capital Partners, LLC

By:    /s/ Robert DePalo
   --------------------------------------
   Robert Depalo, Chief Executive Officer