HSBC

October 13, 2000



Bert E. Brodsky, Chairman
Sandsport Data Services, Inc.
26 Harbor Park Drive
Port Washington, NY  11050

Re:      Your waiver request dated 10/6/00

Dear Mr. Brodsky:

We have  reviewed  your  request  for a waiver  and  amendment  of the  covenant
pertaining to the Net Worth  requirement  contained  within the Second Amendment
dated as of February 14, 2000 to the Loan  Agreement  dated as of April 18, 1997
(the  "Agreement")  between  Sandsport  Data  Services,  Inc. and HSBC Bank USA,
formerly known as Marine Midland Bank (the "Bank"), for the period ended May 31,
2000.

Please be advised  that the Bank agrees to waive  non-compliance  with the above
covenant to the extent of such non-compliance for the period ended May 31, 2000.
Additionally,  the Bank  has  agreed  to amend  the Net  Worth  covenant,  which
requires an increase of $75,000.00 as of each fiscal year end, to an increase of
$25,000.00 as of each fiscal year end.

This  waiver and  amendment  are  effective  only in this  instance  and for the
purpose for which they are given.  All other terms and  conditions  contained in
the Agreement remain in full force and effect. No waiver of any single breach or
default  under the  Agreement  shall be  deemed a waiver of any other  breach or
default.

Kindly  execute and return to the Bank, as soon as possible,  an  acknowledgment
copy of this letter which will become  effective upon the Bank's receipt of such
acknowledgement copy.

Sincerely,

HSBC Bank USA

/s/Gary Sarro
Gary Sarro
Vice President

Sandsport Data Services, Inc.

/s/Bert E. Brodsky            10/16/00
Bert E. Brodsky, Chairman       Date