RESTATEMENT, EXTENSION,
                      ASSUMPTION and MODIFICATION AGREEMENT





                          BOUNDLESS TECHNOLOGIES, INC.



                                       to



                           Independence Community Bank

                                  June 24, 1999







                                   Premises:  100 Marcus Boulevard
                                                   Hauppauge, New York 11788

                                                   County of Suffolk
                                                   Block:       01
                                                   Lot:         005.000
                                                   Section: 181
                                                   District 0800

                                                                -and-

                                                   Block:       03
                                                   Lot:         002.002
                                                   Section:     181
                                                   District:    0800


<PAGE>
                            RESTATEMENT, ASSUMPTION,
                      EXTENSION and MODIFICATION AGREEMENT

AGREEMENT, made the 24th day of June, 1999, between INDEPENDENCE COMMUNITY BANK,
its successors  and/or assigns,  179 Pacific Street,  Brooklyn,  New York 11201,
(sometimes hereinafter called the party of the first part or ICB), and Boundless
Technologies,   Inc.,  100  Marcus   Boulevard,   Hauppauge.,   New  York  11788
(hereinafter  sometimes  referred  to  as  the  party  of  the  second  part  or
"Borrower").

                              W I T N E S S E T H :

     WHEREAS,  the  party  of the  first  part is the  holder  of the  following
mortgage (the "Mortgage") and the note secured thereby ( the "Note"):

     Mortgage dated the 9th day of December,  1994 made by Applied  Digital Data
Systems,  Inc. in the  principal  amount of  $8,000,000.00  and  recorded in the
Suffolk County Clerk's office on the 22nd day of December,  1994 in Liber 18899,
Page 434; and assigned to Independence  Community Bank in the reduced  principal
amount of $6,750,000 by assignment dated June 22, 1999 to be recorded herewith.

     WHEREAS,  the Note secured by the Mortgage was made by SunRiver Acquisition
Corp.,  an affiliate of Borrower  and the  obligations  under the Note are being
assumed by Borrower pursuant to the terms hereof.

     WHEREAS,  Independence  Community Bank and Borrower have mutually agreed to
modify,  restate  and  extend  the terms of the  Mortgage  and the Note  secured
thereby in the manner hereinafter appearing.

     NOW, THEREFORE,  in pursuance of said agreement and in consideration of the
sum of One Dollar  and other  valuable  consideration  each to the other in hand
paid,  receipt of which is hereby  acknowledged,  the  parties  hereto  mutually
covenant and agree as follows:

     Borrower  hereby  assumes all of the  obligations  of SunRiver  Acquisition
Corp. under the Note.

     THAT the lien of the  Mortgage  is modified  and  extended so that it shall
hereafter  constitute a single lien,  securing the  principal sum of SIX MILLION
SEVEN HUNDRED FIFTY and NO/100 ($6,750,000) DOLLARS and interest,  upon the real
property known as 100 Marcus Boulevard,  more particularly described in Schedule
A hereto ("Premises").

     THAT the total  indebtedness  as of June  24th,  1999 with  respect  to the
Mortgage and the Note secured thereby is $6,750,000.00.

     THAT the time of payment of said  principal sum secured by the Mortgage and
Note secured thereby,  as modified by this Agreement is hereby extended,  and/or
modified so that the same shall be due and payable in full on July 1, 2009.

     THAT the Note and/or other agreements evidencing the obligations secured by
the Mortgage, shall be substituted for and replaced by a substitute note between
the  party of the  first  part and the  party of the  second  part of even  date
herewith in the principal  amount of  $6,750,000.00,  a copy of which is annexed
hereto as Exhibit B (the  "Substitute  Note")  which  shall  substitute  for and
replace,  but not cancel the  indebtedness  of the Note and/or other  agreements
evidencing  the  obligations  secured by the  Mortgage.  All  references  in the
Mortgage to the "Note" shall be deemed to be references to the Substitute  Note.

     THAT,  the party of the second part shall  satisfy all payment  obligations
under the Mortgage and the Note secured thereby by making all payments  required
under  the  Substitute  Note  and the  Mortgage  (as  restated  by the  Restated
Mortgage,  as such term is defined  below) and shall pay  interest on the amount
owing on the Mortgage and Substitute  Note secured  thereby at the interest rate
set forth in the Substitute Note. The party of the second part also shall comply
with  all of the  terms of the  Substitute  Note  secured  by the  Mortgage  (as
restated) and shall comply with all of the terms of the Mortgage (as  restated).

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<PAGE>
     THAT, the party of the second part shall satisfy the Mortgage (as restated)
and the  Substitute  Note secured  thereby by making  payments of principal  and
interest as required  therein.

     AND,  upon  the  aforesaid  considerations  and  in  consideration  of  the
modification,  restatement  and  extension  provided  herein,  the Borrower does
hereby  assume,  covenant  and agree to pay said  principal  sum and interest as
above set forth as the same is hereby  extended,  restated and modified,  and to
comply with the other terms of the  Substitute  Note and Mortgage (as restated).
The Borrower further covenants with the party of the first part as follows:

     1. That the Borrower will pay the indebtedness as hereinbefore provided.

     2. The Mortgage shall be restated by and Mortgagor shall comply with all of
the terms and conditions of the  $6,750,000.00  Restated Mortgage dated June 24,
1999 annexed  hereto as Exhibit C which Mortgage  restates,  replaces and amends
the terms of the Mortgage (the "Restated Mortgage").

     3. That the Restated  Mortgage  shall  constitute a complete  amendment and
restatement  of the terms of the Mortgage and shall  substitute  for and replace
all of the  terms  of the  Mortgage.  The  Restated  Mortgage  shall  be  deemed
incorporated  herein by  reference  and shall form part of the  agreement of the
parties  hereto as if fully set forth at length  herein.  That the principal and
interest  hereby  agreed to be paid shall be a lien on the Premises and shall be
evidenced  by the  Substitute  Note and secured by the  Mortgages  as  restated,
modified and extended herein.  Any rights granted to the party of the first part
in the within  Agreement and the Mortgage  shall be  supplemental  to and not in
lieu of any  rights  granted  to the  party of the  first  part in the  Restated
Mortgage.

     4. This  Agreement may not be changed or terminated  orally.  The covenants
contained  herein  shall be  binding  on the  Borrower,  their  heirs,  personal
representatives,   successors   and   assigns   and   all   subsequent   owners,
encumbrancers,  tenants and  subtenants of the premises,  and shall inure to the
benefit of the party of the first part, the personal representatives, successors
and  assigns  of the party of the first part and all  subsequent  holders of the
Mortgages as restated herein. The word "party" shall be construed as if it reads
"parties"  whenever the sense of this  Agreement so requires.  5. This Agreement
shall be governed by and construed in  accordance  with laws of the State of New
York.

     IN WITNESS  WHEREOF,  this Agreement has been duly executed  hereto the day
and year first above written.

In Presence of:

                                                  INDEPENDENCE COMMUNITY BANK


                                              By: /s/
                                                  ----------------------------
                                                  George Lewis
                                                  First Vice President


                                                   Boundless Technologies, Inc.


                                             By:  /s/
                                                  ---------------------------
                                                  Joseph Gardner
                                                  Vice President



                                       3


<PAGE>
                                   SCHEDULE A



PARCEL I

All  that  certain  plot,  piece  or  parcel  of land  with  the  buildings  and
improvements thereon erected, situate, lying and being in the Town of Smithtown,
County  of  Suffolk  and State of New  York,  being  part of Lot 6 as shown on a
certain map entitled "Map of Marcus  Industrial  Park at Smithtown" and filed in
the  Office of the Clerk of Suffolk  County of  October 4, 1967 as Map No.  4961
being bounded and described as follows:

BEGINNING at a point on the westerly side of Marcus  Boulevard  distant 333 feet
southerly  from the corner  formed by the  intersection  of the westerly side of
Marcus Boulevard with the southerly side of Arkay Drive:

RUNNING  THENCE  South 3 degrees 17 minutes 15 seconds  East along the  westerly
side of Marcus Boulevard 438.23 feet;

THENCE South 86 degrees 42 minutes 45 seconds West 690 feet;

THENCE  North 3 degrees 17 minutes 15 seconds West along land now or formerly of
ITT Communications, Inc. 448.24 feet;

THENCE North 86 degrees 42 minutes 45 seconds East 254 feet;

THENCE South 3 degrees 17 minutes 15 seconds East 10.01 feet;

THENCE North 86 degrees 42 minutes 45 seconds East 436 feet to the westerly side
of Marcus Boulevard and the point or place of BEGINNING.


                                       4
<PAGE>
                                   SCHEDULE A


PARCEL II

All  that  certain  plot,  piece  or  parcel  of land  with  the  buildings  and
improvements thereon erected, situate, lying and being at Hauppauge, in the Town
of Smithtown,  County of Suffolk and State of New York,  being part of Lot No. 6
on a certain map entitled "Map of Suffolk County  Business Center Section No. 2"
filed in the Office of the Clerk of the County of Suffolk on August 31,  1978 as
Map No. 6715 bounded and described as follows:

BEGINNING at a point on the southerly side of Arkay Drive,  also known as Arnold
Drive, distant 670.00 feet westerly along the same from the northwesterly end of
the curve  connecting  said southerly side of Arkay Drive with the westerly side
of Marcus Boulevard; and

RUNNING THENCE southerly along the westerly map line of "Marcus Industrial Park"
south 3 degrees 15 minutes 52 seconds East, a distance of 791.23 feet;

THENCE  westerly,  south 86 degrees 44 minutes 08 seconds  West,  a distance  of
450.00 feet;

THENCE  northerly,  North 3 degrees 15 minutes 52 seconds  West,  a distance  of
791.23 feet to the southerly side of Arkay Drive; and

THENCE  easterly,  North 86  degrees  44  minutes  08  seconds  East,  along the
southerly  side of Arkay Drive,  a distance of 450.00 feet to the point or place
of BEGINNING.


                              *      *      *      *


Exhibit 13 (Restated Promissory Note) and Exhibit 14 (Restated Mortgage) to this
Restatement,  Assumption,  Extension  and  Modification  Agreement  are filed as
separate exhibits to the registrant's Form 10-Q.


                                       5