GMAC Commercial Finance
1290 Avenue of the Americas 3rd Fl.
New York, NY 10104



May 12, 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 us, 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".

               1.   It is hereby  agreed by and  between  us that as of the date
                    hereof, the first sentence of Section 21 of the Agreement as
                    amended is hereby  deleted,  and replaced with the following
                    sentence:

                           "This Second Restated and Amended Loan and Security
                           Agreement shall (subject to compliance with
                           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 June 30,
                           2004."

               2.   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 June 30,
                    2004  (which  for all  purposes  of the  Agreement  shall be
                    deemed to be the last  date of the  Term),  or any  extended
                    termination date, or any earlier  termination date,  whether
                    by acceleration or otherwise).

               3.   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.

<PAGE>


                  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 FINANCE LLC
                              (as Agent and Lender)
                         By: David Duffy
                            ----------------------------
                            Title: Senior Vice President

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

By:/s/Jeffrey D. Gash                    By: /s/Stephen T. Hill
   ------------------------               ---------------------------------
    Title: Executive Vice President       Title: Vice President

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



                         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 certain amendments dated June 6, 2000, September 28, 2000,
January 31, 2001, June 12, 2001, July 1, 2001, November 14, 2001, February 6,
2002, and September 2002 (the "Amendments") 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 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 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: Executive Vice President