1290 Avenue of the Americas, 3rd Fl.
New York, NY 10104
Telephone Number: 212/884-7088           Fax Number: 212/884-7313m

November 7, 2003


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

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

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

Gentlemen:

                  Reference is made to the Second Restated and Amended Loan and
Security Agreement in effect between GMAC Commercial Finance LLC, as successor
by merger to GMAC Commercial Credit LLC, which was the successor in interest to
BNY Financial Corporation ("GMAC"), as Agent and Lender, and Fleet Bank, N.A.,
f/k/a Natwest Bank, N.A ("Fleet") as Lender, and Jaco, Nexus and Interface,
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" and GMAC may also be herein referred
to as "Agent" when acting in such capacity, as the case may be. Initially
capitalized terms not defined herein shall have the meanings ascribed to such
terms in the Agreement. Jaco, Nexus and Interface may hereinafter and in the
Agreement, be referred to jointly and severally as "Debtors", and each
individually as a "Debtor".

                  WHEREAS you have informed us that you are in default of your
minimum EBITDA requirement under Section 18(g) of the Agreement as amended, for
the period ending September 30, 2003, and you have requested that we waive the
default relating to your EBITDA requirement for the period ending September 30,
2003 only; and

                  WHEREAS the Lenders are willing to agree to waive the above
described default subject to the terms and conditions stated herein below;


<PAGE>



                  NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

               1.   The  Lenders  hereby  waive  the  Debtors  default  of their
                    minimum EBITDA requirement, as required by Section 18(g) (as
                    amended) of the Agreement for only the period terminating on
                    September  30,  2003 and only if such EBITDA for such period
                    is at least $300,000.00.

               2.   Effective as of the date hereof, the definition of "Contract
                    Rate"  as  set  forth  in  Section  1 of the  Agreement,  as
                    heretofore  amended,  is hereby  deleted in its entirety and
                    replaced with the following:

                           ""Contract Rate" means an interest rate per annum
                           equal to the Alternate Base Rate plus one (1.0%)
                           percent. "Alternate Base Rate" shall have the meaning
                           ascribed to such term in Section 1 of the Agreement.
                           The "LIBO Rate" shall no longer be an available
                           option to the Debtors."

               3.   The  Contract  Rate as  stated  in  Section  2  above  shall
                    increase  to  an  interest  rate  per  annum  equal  to  the
                    Alternate  Base Rate plus two (2%)  percent,  if the Debtors
                    shall have not  arranged for a suitable  replacement  lender
                    ("Replacement  Lender") to payout the  pro-rata  outstanding
                    obligations  owing by Debtors to Fleet  under the  Agreement
                    and replace  Fleet as a lender  under the  Agreement  (which
                    Replacement  Lender shall be  acceptable to the Agent in its
                    sole discretion) by December 31, 2003.

               4.   In consideration of the foregoing,  the Debtors agree to pay
                    to the  Agent  for the  pro-rata  benefit  of the  Lenders a
                    waiver  fee of  $25,000.00  payable  as of the  date of this
                    letter.

               5.   It is hereby agreed that the second sentence of Section 7 of
                    a certain amendment letter,  dated September 19,2003, to the
                    Agreement shall be deleted in its entirety and replaced with
                    the following sentence;

                           "If Fleet shall not have been replaced by a
                           Replacement Lender by December 31, 2003, the Debtors
                           agree to pay, on December 31, 2003 and on the last
                           day of every calendar quarter thereafter during which
                           Fleet has not been replaced by a Replacement Lender,
                           to the Agent for the pro-rata share of the Lenders,
                           an additional fee of $125,000.00 for each such
                           quarter."

               6.   The  fees  provided  for in  Sections  4 and 5 above  may be
                    automatically charged by the Agent to the Debtors account as
                    of the due date of such fees.


               7.   The  waiver  provided  herein  is only with  respect  to the
                    section of the Agreement referred to above, and only for the
                    time period  referred to above,  and should not be construed
                    as a waiver of your compliance with any other  provisions of
                    the  Agreement,  nor  as  waiver  of the  provisions  of the
                    specific  section  referred  to  above  for any  other  time
                    period.

               8.   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 October
                    31, 2004, or any extended  termination  date, or any earlier
                    termination date, whether by acceleration or otherwise).

9.                    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 (except as waived above) 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, as
previously amended shall remain in full force and effect in accordance with its
terms.

                  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.

SIGNATURES FOLLOW ON THE NEXT PAGE



<PAGE>


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

                                      By: /s/ David Duffy
                                         --------------------------
                                        Title:Senior Vice President

AGREED AND ACCEPTED:
JACO ELECTRONICS, INC.              FLEET BANK, N.A.
                                                     (as Lender)

By: /s/ Jeffrey D. Gash                     By: /s/ Kenneth R. Geiger
    ------------------------------          -------------------------------
    Title:Executive Vice President          Title:Managed Assets Officer
          Finance

NEXUS CUSTOM ELECTRONICS, INC.      INTERFACE ELECTRONICS CORP.

By: /s/ Jeffrey D. Gash                  By: /s/ Jeffrey D. Gash
    ------------------------------       ------------------------------
 Title:Executive Vice President          Title:Executive Vice President
           Finance                             Finance



                                                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, 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 any previous amendments, 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 Finance 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:Executive Vice President
           Finance