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                                                                  Exhibit 99.8.9

January 29, 2001


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 so as
         to increase the Maximum Loan Amount for each Lender from $25,000,000 to
         $35,000,000, for a total amount of $70,000,000 effective January 31,
         2001; 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 January 31, 2001, 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 "$35,000,000".

                  2.       Effective as of January 31, 2001, any changes in the
                           Contract Rate shall become effective in the month
                           following the Agent's actual receipt of the annual or
                           quarterly financial statements and certifications as
                           provided for in Sections 17(a) and (b) of the
                           Agreement, if the rate, is decreased and on
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                           the actual due date of such annual or quarterly
                           statements if the rate is increased.

                  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 Adelberg
   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



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