SECOND AMENDMENT TO REVOLVING LOAN AGREEMENT,
                    PROMISSORY NOTE AND OTHER LOAN DOCUMENTS


     THIS AGREEMENT  made as of this 29th day of September 2006 between  SYNERGX
SYSTEMS INC. ("Borrower"),  a corporation organized and existing pursuant to the
laws of the  State of  Delaware,  having  an  address  at 209  Lafayette  Drive,
Syosset,  New York 11791, and TD BANKNORTH,  N.A., successor by merger to HUDSON
UNITED BANK ("Lender"),  a New Jersey  corporation,  with a place of business at
1000 MacArthur Boulevard, Mahwah, New Jersey 07430.


                              W I T N E S S E T H:
         WHEREAS:

A.  Borrower  entered into a revolving  loan  agreement  with Hudson United Bank
("Hudson")  on October 9, 2003 and pursuant to such  revolving  loan  agreement,
Borrower  executed and delivered to Lender its  promissory  note in the original
principal  amount  of THREE  MILLION  AND  NO/100  (3,000,000.00)  DOLLARS  (the
Revolving Note);

B. Borrower  subsequently  requested that Hudson  continue to provide  financing
under the Revolving  Loan and otherwise  modify the terms and  conditions of the
aforementioned revolving loan agreement;

C. Lender agreed to continue to provide  financing  under the Revolving Loan and
to otherwise  modify  certain other terms and  conditions of the  aforementioned
revolving loan agreement strictly in accordance with the terms and conditions of
a first  amendment to revolving loan  agreement,  promissory note and other loan
documents  dated April 11, 2005 (the revolving  loan agreement  dated October 9,
2003 as amended by the first amendment to revolving loan  agreement,  promissory
note and other loan documents dated April 11, 2005 are hereinafter  collectively
referred to as, the "Loan Agreement");

D.  Borrower  has now  requested  that Lender  extend the  maturity  date of the
Revolving Loan and the Revolving  Note,  release  General Sound (Texas)  Company
from its  guaranty of the  obligations  of  Borrower to Lender and make  certain
other  modifications  and  changes  to the  terms  and  conditions  of the  Loan
Agreement; and

E. Lender has agreed to extend the maturity date of the  Revolving  Loan and the
Revolving  Note, to release  General Sound (Texas)  company from its guaranty of
the  obligations  of Borrower to Lender and to make certain other  modifications
and changes to the terms and  conditions of the Loan  Agreement  strictly as set
forth in this Agreement.

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

1.  Section  1.24 of the Loan  Agreement is deleted in its entirety and replaced
with the following:

     "1.24  "Guarantor"  shall mean Casey  Systems Inc. and any other Person who
shall, at any time, agree to be a guarantor surety for Borrower."

2. Section 1.28 of the Loan Agreement is amended to read as follows:

     "1.28 "Loan  Interest  Rate" shall mean the Prime Rate plus  one-quarter of
one (1/4)  percent per annum until  January  31, 2006 and  thereafter  the "Base
Rate" (as hereinafter  defined) of Lender plus  one-quarter of one (1/4) percent
per annum. The "Base Rate" shall mean the fluctuating rate of interest announced
from time to time by Lender as its "Base Rate." Any  interest  that has the Base
Rate as a factor will change  immediately upon Lender's  announcement of its new
rate. The Base Rate is not  necessarily the lowest rate charged by Lender on its
loans  and is set by  Lender  in its sole  discretion.  If the Base  Rate  index
becomes  unavailable  during  the  term of the  Loan,  Lender  may  designate  a
substitute index.  Interest shall be computed by the Bank on the basis of actual
days elapsed, divided by a 360-day year."

3. Section 1.39 of the Loan Agreement is amended to read as follows:

     "1.39.  "Prime  Rate"  means the  fluctuating  rate of  interest,  which is
determined  periodically,  announced  from time to time by Hudson United Bank as
its "Prime Rate."

4. Section 1.45 of the Loan Agreement is amended to read as follows:

     "1.45 "Termination Date" shall mean the earlier of January 31, 2008, or the
date on which Lender terminates this Agreement  pursuant to Section 12.1 of this
Agreement."

5. Section 14.3 of the Loan Agreement is amended by changing the name and
address for notice to Lender to read as follows:

                  "If to Lender:    TD Banknorth, N.A.
                                    1000 MacArthur Boulevard
                                    Mahwah, New Jersey 07430
                                    Attn:  David S. Yanagisawa
                                               Senior Vice President
                                    Tel:   (201)236-2773
                                    Fax:       (201)236-1935"

6. Section 9.19 of the Loan Agreement is amended to read as follows:

     "9.19.  Effective Tangible Net Worth. Permit Borrower's  Effective Tangible
Net Worth, to be tested quarterly, to be less than:

                  Amount                             Time Period

                  $5,232,000.00*                     September 29, 2006 to
                                                      January 31, 2008

                *which number shall increase effective as of September 30, 2006
                and each fiscal year thereafter by an amount equal to
                twenty-five (25) percent of Borrower's net profit as set forth
                in the financial statements referred to in Article 6."

7. Section 9.20 of the Loan Agreement is amended to read as follows:

     "9.20.  Debt to  Effective  Tangible  Net  Worth.  Cause,  suffer or permit
Borrower's  Debt to Effective  Tangible Net Worth Ratio for the period set forth
below to be greater than the levels set forth below, tested quarterly:

                  Ratio                              Time Period

                  1.5 to 1.0                         October 2003 to
                                                              January 31, 2008"

8. The Loan Agreement is further amended by adding a new Section 9.21 to read as
follows:

     "9.21 Debt Service Coverage Ratio.  Cause, suffer or permit Borrower's Debt
Service  Coverage  Ratio (as  hereinafter  defined) to be less than 1.20 to 1.0,
tested annually  commencing  September 30, 2006. Debt Service  Coverage Ratio is
defined as net income plus depreciation plus amortization  expense plus interest
expense less distribution to shareholders and unfinanced capital expenditures to
the  current  maturities  of long term debt plus  capital  leases  payments  and
interest payments."

9. Borrower  acknowledges that in the event Lender agrees to renew the Revolving
Loan beyond the  Termination  Date of the Revolving  Loan,  Lender  reserves the
right to impose revised,  new and/or additional  financial covenants relating to
the Revolving Loan.

10.  Borrower  has  provided  satisfactory  proof to Lender that  General  Sound
(Texas)  Company has been sold.  Upon  execution of this  Agreement by Borrower,
Lender will  release  General  Sound  (Texas)  Company  from its guaranty of the
Obligations of Borrower to Lender and release any security  interest  granted by
such entity in favor of Lender.  Upon  execution of this  Agreement by Borrower,
Lender  undertakes to discharge all UCC-1  financing  statements  that have been
filed against the assets of such entity by Lender.

11. In order to  induce  Lender  to  continue  to  provide  financing  under the
Revolving Loan and to extend the revolving credit facility,  Borrower represents
and warrants to Lender that since June 30, 2006,  there has been (1) no material
adverse  change in the financial  condition,  assets,  liabilities,  business or
operation (financial or otherwise) of Borrower or any Guarantor,  other than the
financial  conditions and business of General Sound (Texas) Company;  and (2) no
damage,  destruction or loss of any of Borrower's or any  Guarantor's  property,
whether  or  not  covered  by  insurance,  materially  and  adversely  affecting
Borrower's or any Guarantor's business or property.

12. In order to  induce  Lender  to  continue  to  provide  financing  under the
Revolving  Loan and extend the revolving  credit  facility,  Borrower shall have
paid to Lender on or before  the date of this  Agreement  a Three  Thousand  and
00/100  (3,000.00)  Dollar  commitment  and  closing  fee,  receipt  of which is
confirmed.

13. In order to induce Lender to enter into this Agreement,  and pursuant to the
existing terms and conditions of the Loan Agreement,  Borrower acknowledges that
it is responsible for all fees,  disbursements  and expenses  incurred by Lender
including,  without  limitation,  all legal fees and  disbursements  incurred by
Lender in connection  with the  obligations of Borrower  and/or any guarantor to
Lender.

14. Any reference in any document  executed and/or  delivered in connection with
the Loan  Agreement to the  "Agreement" or the "Loan  Agreement"  shall mean the
revolving loan agreement dated October 9, 2003 as amended by the first amendment
dated April 11, 2005 and this Agreement.  All of the provisions of the Revolving
Note, the Loan Agreement and the other Loan Documents (as  hereinafter  defined)
are amended so that such terms shall be consistent  with the  provisions of this
Agreement.  Notwithstanding  the foregoing,  and to the extent that there is any
inconsistency between the provisions of those agreements and this Agreement, the
provision  which gives Lender the  greatest  rights or  protection  shall govern
except as specifically modified by this Agreement.

15.  Lender's  agreement to continue to provide  financing  under the  Revolving
Loan,  to  release  General  Sound  (Texas)  Company  from its  guaranty  of the
obligations  of  Borrower  to  Lender  and to  otherwise  modify  the  terms and
conditions of the Loan  Agreement and the other Loan  Documents is not and shall
not be  construed  as a waiver  of any  current  or  future  default  under  the
Revolving  Note,  the Loan  Agreement  or any  other  document  executed  and/or
delivered  in  connection   with  the  Revolving  Note  or  the  Loan  Agreement
(collectively,  the  "Loan  Documents"),  nor  shall  it  preclude  Lender  from
proceeding  against  Borrower on any such default.  This Agreement is also not a
relinquishment  of any rights or remedies Lender may have in connection with the
Revolving Note, the Loan Agreement or any other Loan Document.

16. As a material condition to Lender entering into this Agreement, Borrower and
the Guarantor,  by executing this Agreement  voluntarily and expressly waive any
and all  rights to assert a claim,  counterclaim  or  defense  which now  exists
against Lender  arising out of or in any way connected with the Revolving  Note,
the Loan Agreement, or any other Loan Document. The foregoing waiver shall apply
to  any  action  instituted  by  any of the  undersigned  and to any  action  or
proceeding brought against any of the undersigned by Lender.

17.  Borrower and the Guarantor by executing  this Agreement  acknowledges  that
there is due and  owing  on the  Revolving  Note as of  September  29,  2006 the
principal  sum  of  $922,428.96  which  sum  is  not  subject  to  any  defense,
counterclaim or set-off.

18.  Borrower and the Guarantor by executing this Agreement  confirm that all of
the  representations and warranties set forth in the Loan Agreement are true and
correct,  and that  all  covenants  of  Borrower  described  therein  have  been
performed.  As of the date hereof, there have been no changes to the information
set forth in Schedules 5.2, 5.3, 5.8, 5.9, 5.13,  5.14,  5.15,  5.16, 5.17, 5.18
and 5.23 of the Loan Agreement, copies of which are annexed hereto except as set
forth in such schedules.

19. BORROWER AND THE GUARANTOR BY EXECUTING THIS AGREEMENT  ACKNOWLEDGES THAT IT
HAS HAD A FULL AND FAIR  OPPORTUNITY  TO REVIEW THIS AGREEMENT AND THE DOCUMENTS
REFERRED TO HEREIN WITH COUNSEL OF ITS CHOICE AND THAT IT HAS BEEN ADVISED AS TO
THEIR TERMS AND CONDITIONS,  WHICH ARE ACCEPTABLE TO IT.  FURTHER,  BORROWER AND
THE GUARANTOR  CONFIRMS THAT IN DELIVERING  THIS AGREEMENT TO LENDER,  IT IS NOT
RELYING ON ANY PROMISE,  COMMITMENT,  REPRESENTATION  OR  UNDERSTANDING,  EITHER
EXPRESS OR  IMPLIED,  MADE BY OR ON BEHALF OF LENDER THAT IS NOT  EXPRESSLY  SET
FORTH HEREIN,  OR IN THE LOAN  AGREEMENT,  THE REVOLVING NOTE, OR ANY OTHER LOAN
DOCUMENT. BORROWER AND THE GUARANTOR BY EXECUTING THIS AGREEMENT ACKNOWLEDGE AND
UNDERSTAND THAT ALL OBLIGATIONS  UNDER THE REVOLVING NOTE ARE DUE AND PAYABLE ON
THE TERMINATION DATE, UNLESS LENDER IN ITS SOLE AND ABSOLUTE  DISCRETION EXTENDS
THE  MATURITY  DATE OF  SUCH  OBLIGATION  AND  THAT  LENDER  HAS  NOT  MADE  ANY
REPRESENTATION THAT IT WILL EXTEND THE MATURITY DATE OF SUCH OBLIGATIONS.

20.  Borrower  acknowledges  that  discussions may take place between itself and
Lender  concerning  additional  modifications of the Revolving Note and the Loan
Agreement after the date hereof.  Lender in its sole and absolute discretion may
terminate any such  discussions  at any time and for any reason or no reason and
Lender shall have no liability for failing to engage in or terminating  any such
discussions.  While the parties hereto may reach preliminary agreement as to the
modification  of  one or  more  provisions  of the  Loan  Agreement  and/or  the
Revolving Note,  none of the undersigned  shall be bound by any agreement on any
individual  point until agreement is reached on every issue and the agreement on
all such  issues has been  reduced to a written  agreement  signed by Lender and
Borrower. Further, the Loan Agreement may only be amended by a written agreement
executed by Borrower and Lender and no negotiations or other actions  undertaken
by Lender  shall  constitute a waiver of Lender's  rights  under this  Agreement
and/or  the  Revolving  Note  except to the extent  specifically  set forth in a
written agreement complying with the provisions of this paragraph.

21.  This  document  may be executed  in one or more  counterparts  and all such
documents taken together shall be considered one original document.

     IN WITNESS  WHEREOF,  the undersigned  have executed this Agreement the day
and year first above written.




WITNESS:                                    SYNERGX SYSTEMS INC.




                                 by
-------------------------          ---------------------------------------
John A. Poserina                   Name:  Daniel S. Tamkin
                                   Title: Chief Executive Officer




WITNESS:                                    TD BANKNORTH, N.A.



                                    by
-----------------------------         ------------------------------------
                                      Name:  David S. Yanagisawa
                                      Title: Senior Vice President







         The undersigned guarantor of performance and payment do hereby approve
all of the terms of this Agreement, does hereby approve the execution and
delivery of this Agreement and does hereby acknowledge and confirm its
continuing liability and responsibility to TD Banknorth, N.A., successor by
merger to Hudson United Bank with respect to the debts referred to in this
Agreement and the Loan Agreement including, without limitation, advances in
connection with the Revolving Note.

WITNESS:                                    Casey Systems, Inc.




______________________                      by___________________________
Daniel S. Tamkin                              Al Koenig, President