FIFTH AMENDMENT AND WAIVER

Exhibit 10.1

EXECUTION COPY

FIFTH AMENDMENT AND WAIVER , dated as November 16, 2006 (“Amendment”), to CREDIT AND SECURITY AGREEMENT , dated as of June 29, 2004 (as amended from time to time, the “Credit Agreement”), among INFOTECH USA, INC. , a New Jersey corporation, as borrower (the “Borrower”), INFOTECH USA, INC. , a Delaware corporation, and INFORMATION TECHNOLOGY SERVICES, INC., a New York corporation, as guarantors (together with the Borrower, the “Obligors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , acting through its Wells Fargo Business Credit operating division (the “Lender”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

WHEREAS , the Obligors have requested that the Lender waive as Events of Default violations of two of the financial covenants contained in the Credit Agreement, and modify certain terms of the Credit Agreement, and the Lender has agreed to the foregoing request, on the terms and conditions set forth herein;

NOW , THEREFORE , in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Obligors and the Lender hereby agree as follows:

Section One . Amendments . Effective as of the date hereof, upon satisfaction of the conditions precedent set forth in Section Five hereof, the Credit Agreement is hereby amended as follows:

(a)             Section 1.1 Definitions . The definitions of the terms “Adjusted Book Net Worth Amount” and “Original Maturity Date” set forth in Section 1.1 of the Credit Agreement is deleted in its entirety and the following substituted in lieu thereof, respectively:

“Adjusted Book Net Worth Amount” means, with respect to any fiscal quarter of the Obligors, an amount equal to the sum of: (a) $1,575,000; plus (b) an amount equal to 50% of the aggregate consolidated Net Income of the Obligors for all fiscal years, commencing with the fiscal year ending in September 2008 and ending with the most recently completed fiscal year prior to such fiscal quarter, provided , that, for purposes of this definition, if the consolidated Net Income of the Obligors for any fiscal year is a negative number, such Net Income for such fiscal year shall be deemed equal to zero.”

“Original Maturity Date” means June 29, 2008.

(b)            Section 6.2(a) . Maximum Debt to Book Net Worth Ratio . Section 6.2(a) of the Credit Agreement is deleted in its entirety and the following substituted in lieu thereof:

“(a) Maximum Debt to Rook Net Worth Ratio . The Obligors will maintain a Debt to Book Net Worth Ratio of not more than 2.10 to 1.00, determined as of the end of each fiscal quarter.”

(c)             Section 6.2(b) Minimum Book Net Worth . Section 6.2(b) of the Credit Agreement is deleted in its entirety and the following substituted in lieu thereof:

“(b) Minimum Book Net Worth . The Obligors will have a Book Net Worth of not less than: (a) $1,900,000, as of the end of the fiscal quarter ending in December 2006; (b) $1,800,000, as of the end of the fiscal quarter ending in March 2007; (c) $1,725,000, as of the end of the fiscal quarter ending in June 2007; (d) $1,575,000, as of the end of the fiscal quarter ending in September 2007; and (e) the Adjusted Book Net Worth Amount, as of the end of each fiscal quarter ending after September 30, 2007.”

(d)            Section 6.2(c) Minimum Net Income . Section 6.2(c) of the Credit Agreement is deleted in its entirety and the following substituted in lieu thereof:

“(c) Minimum Net Income . As of the end of each period set forth below, the Obligors will have achieved Net Income, on a cumulative quarterly basis, of not worse than the amount set forth below opposite such period:

As of the end of each fiscal quarter ending after September 30, 2007, the Obligors will have Net Income on a cumulative quarterly basis of not less than eighty percent (80%) of the projected cumulative Net Income (or worse than one hundred percent (100%) of the projected cumulative Net Loss) of the Obligors for such period, as set forth in the projections for such period delivered to the Lender. The Obligors’ failure to deliver projections to the Lender pursuant to Section 6.1(d) that are acceptable to the Lender, in its sole discretion, shall constitute an Event of Default.”

Section Two . Waivers . The Obligors have notified the Lender that: (a) the Obligor Book Net Worth as of the end of the fiscal quarter ended in September 2006 was $2,155,000 and (b) the Obligors’ cumulative Net Income for the four fiscal quarters ended in September 2006 was

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$(2,142,000). The failure of the Obligors to have: (a) Book Net Worth as of the end of the fiscal quarter ended in September 2006 of not less than $3,200,000, in violation of Sect