September 28, 2000



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 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 so as
         to increase the Maximum Loan Amount for each Lender from $25,000,000 to
         $30,000,000,   for  a  total  amount  of  $60,000,000  for  the  period
         commencing  with the date of this letter and terminating on January 31,
         2001 (the "Temporary Increase Period"); and.

                  WHEREAS,  the Lenders are willing to agree to such an increase
         in the Maximum  Loan Amount for each  Lender,  subject to the terms and
         conditions hereof, and

                  NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

                    1.   Effective  as of the  date  hereof,  and  only  for the
                         Temporary  Increase  Period,  the  Agreement  shall  be
                         amended by replacing the phrase "$25,000,000" appearing
                         next to the phrase "Maximum Loan Amount" underneath the
                         signature   of   each    Lender,    with   the   phrase
                         "$30,000,000".  At the  end of the  Temporary  Increase
                         Period,  the  Debtor  shall  repay all  excess  amounts
                         outstanding so that the amended figures described above
                         revert to the original  amounts as in effect before the
                         commencement of the Temporary Increase Period.

                    2.   It is hereby  agreed by and  between  us that as of the
                         date hereof the first  sentence of  paragraph 21 of the
                         Agreement, as amended, is hereby amended to read in its
                         entirety as follows:

                         "This  (Second  Restated and Amended Loan and Security)
                         Agreement   shall  (subject  to  compliance   with  the
                         Conditions  Precedent)  become effective on the Closing
                         Date  hereof,  without  any  interruption  or  break in
                         continuity  (as  more  fully  described  in the  second
                         paragraph  hereof) and shall continue until the seventh
                         anniversary of the Closing Date."

                    3.   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, 2002,  or any extended
                         termination  date,  or any  earlier  termination  date,
                         whether by acceleration or otherwise).

                    4.   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


                                          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 Adleberg
Title: Vice President                     Title: Vice President

NEXUS CUSTOM ELECTRONICS, INC.            INTERFACE ELECTRONICS CORP.


By: /s/ Jeffrey D. Gash                   By: /s/ Jeffrey D. Gash
Title: Vice President                     Title: Vice President