February 6, 2002


JACO ELECTRONICS, INC. ("Jaco")
145 Oser Avenue
Hauppauge, NY  11788

NEXUS CUSTOM ELECTRONICS, INC. ("Nexus")
Prospect Street
Brandon, VT  05733

INTERFACE ELECTRONICS CORP. ("Interface")
124 Grove Street
Franklin, MA 02028

Gentlemen:

                  Reference is made to the Second Restated and Amended Loan and
Security Agreement in effect between us as successor by merger to BNY Financial
Corporation which was merged into GMAC Commercial Credit LLC ("GMAC"), as Agent
and Lender, and Fleet Bank, N.A., f/k/a Natwest Bank, N.A ("Fleet") as Lender,
dated September 13, 1995, as supplemented and amended from time to time, (the
"Agreement"). Both GMAC and Fleet may hereinafter be referred to jointly as the
"Lenders", and individually, as a "Lender". Initially capitalized terms not
defined herein shall have the meanings ascribed to such terms in the Agreement.

               WHEREAS,  you have  requested  that we  amend  the  Agreement  as
          follows below; and

               WHEREAS,  the Lenders  are  willing to agree to such  amendments,
          subject to the terms and conditions hereof.

                NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

                  Effective as of December 31, 2001, the Agreement is hereby
amended as follows:

               1.   Section  17(d)  of the  Agreement  shall be  deleted  in its
                    entirety and replaced by the following section 17(d):

                           "17(d) Debtor shall maintain at all times, on a
                   consolidated basis, a ratio of EBIT to total interest charges
                   due during any quarter of no less than the ratios stated
                   below opposite each quarter calculated on rolling four
                   quarter basis, beginning with the quarter ending 3/31/03.
                   "EBIT" shall mean earnings before interest, taxes,
                   extraordinary gains, and extraordinary non cash losses:

                             Quarter Ending                              Ratio

                                3/31/03                              1.0 to 1.0
                                6/30/03 (and at all times thereafter)1.5 to 1.0"

               2.   Section  18(g)  of the  Agreement  shall be  deleted  in its
                    entirety and replaced by the following:

                           "The Debtors shall attain at the end of each quarter,
                           on a consolidated basis, EBITDA for such quarter, in
                           amounts of no less than the amounts stated opposite
                           the fiscal quarters stated below:

                           Fiscal Quarter                  Minimum EBIDTA Amount

                           quarter ended 9/30/01                ($1,000,000)
                           quarter ended 12/31/01               ($1,100,000)
                           quarter ended 3/31/02              $       0,000
                           quarter ended 6/30/02                $   680,000
                           quarter ended 9/30/02                 $1,000,000
                           quarter ended 12/31/02
                                and any quarter thereafter       $1,200,000"

                           The Debtor hereby agrees to at all times, from the
                  date hereof, through June 30, 2002, to maintain an undrawn
                  availability under the Agreement of an aggregate amount of at
                  least $2,000,000.

                           By their signatures below, Jaco, Nexus and Interface
                  hereby ratify the Agreement and agree to be jointly and
                  severally liable for all Obligations under the Agreement and
                  agree that all of the outstanding amounts of the Loans under
                  the Agreement, as of the date hereof, shall be valid and
                  binding Obligations of each of them, and shall be deemed
                  Obligations outstanding under the Agreement, and hereby agree
                  and promise to repay to the Agent, for the benefit of the
                  Lenders, such Obligations (including but not limited to all
                  applicable interest) in accordance with the terms of the
                  Agreement, but in no event, later than the Termination Date
                  (for purposes hereof, "Termination Date" shall mean September
                  14, 2003, or any extended termination date, or any earlier
                  termination date, whether by acceleration or otherwise).

                           By their signatures below, Jaco, Nexus and Interface
                  hereby ratify and affirm to the Agent that as of the date
                  hereof, they are in full compliance with all covenants under
                  the Agreement and certify that all representations and
                  warranties of the Agreement are true and accurate as of the
                  date hereof, with the same effect as if they had been made as
                  of the date hereof.

                  Except as herein specifically amended, the Agreement shall
remain in full force and effect in accordance with its original terms, except as
previously amended.

                  If the foregoing accurately reflects our understanding, kindly
sign the enclosed copy of this letter and return it to our office as soon as
practicable.

                                           Very truly yours,
                                           GMAC COMMERCIAL CREDIT LLC,
                                           (as Agent and Lender)

                                           By: /s/ Frank Imperato
                                             -----------------------------
                                             Title: Senior Vice President

AGREED AND ACCEPTED:
JACO ELECTRONICS, INC.                      FLEET BANK, N.A.

By: /s/ Jeffrey D. Gash                      By: /s/ Alice Adelberg
 -----------------------------              -----------------------------
 Title: Chief Financial Officer              Title: Vice President

NEXUS CUSTOM ELECTRONICS, INC.              INTERFACE ELECTRONICS CORP.

By: /s/ Jeffrey D. Gash                     By: /s/ Jeffrey D. Gash
-----------------------------              -----------------------------
Title:  Chief Financial Officer              Title: Chief Financial Officer




                            RATIFICATION OF GUARANTOR

By its signature below, Jaco Overseas, Inc. hereby ratifies its guaranty of the
Agreement, as such Agreement has been amended from time to time, including but
not limited to a certain amendment dated June 6, 2000, (the "Amendment") and
hereby agrees to be liable for all of the Obligations under the Guaranty with
respect to the Agreement as amended from time to time, including but not limited
to by this amendment and the Amendment, and hereby agrees that the said Guaranty
shall continue to apply and remain in full force and effect with respect to the
amended Agreement and hereby agrees and consents that a certain General Loan and
Security Agreement dated January 20, 1989, shall continue to be in full force
and effect and apply to the amended Agreement, and it further hereby agrees to
make all payments of all its Obligations under the said Guaranty and General
Loan and Security Agreement to GMAC Commercial Credit LLC as Agent and Lender,
and to Fleet Bank, N.A. as Lender, as successors in interest to the previous
Agent and Lenders respectively.

RATIFIED, ACCEPTED AND CONSENTED:
JACO OVERSEAS, INC.

By:  /s/ Jeffrey D. Gash
    ----------------------------------------
      Title: Chief Financial Officer