EXHIBIT 10.65.1

                       AMENDMENT NO. 1 TO PROMISSORY NOTE

         This AMENDMENT NO. 1 (the  "Amendment")  is made and entered into as of
March 8,  2000,  by and  between  SSE  TELECOM,  INC.,  a  Delaware  corporation
("Lender") and GEORGE M. WALLEY (the "Borrower").

         WHEREAS,  Lender issued to Borrower a Promissory Note dated as of March
8, 1999 (the "Note"); and

         WHEREAS,  Lender and Borrower  agree to amend  certain  sections of the
Note as set forth below.

         NOW, THEREFORE BE IT RESOLVED, Lender and Borrower agree as follows:

1.       Amendment.  Section 1 of the Note is hereby amended and restated in its
         entirety to read as follows:

                  Principal Repayment.  The outstanding  principal amount of the
                  Loan shall be subject to scheduled repayments on the dates and
                  in the amounts listed below.

                            Repayment Date               Repayment Amount
                            --------------               ----------------
                             March 8, 2000               $125,000.00 (Paid)

                           December 31, 2001             $25,000.00

2.       Miscellaneous.

2.1      This  Amendment  shall be  appended to the Note and deemed to be a part
         thereof.

2.2      Except as modified by this  Amendment,  the Note  remains in full force
         and effect.

2.3      This Amendment may be executed in counterparts  with the same force and
         effect as if each of the signatories had executed the same document.

         IN  WITNESS  WHEREOF,  Lender  and  Borrower  have duly  executed  this
Amendment as of the day and year first set forth above.

                                    SSE TELECOM, INC.

                                    By:
                                         ---------------------------------------

                                    Name:  Lee Blachowicz
                                        ----------------------------------------

                                    Title:  President and CEO
                                            ------------------------------------



By:
     ---------------------------------------
Name:  Michael Walley


                                       47