SECOND AMENDMENT AND WAIVER

SECOND AMENDMENT AND WAIVER ,   dated as of November 4, 2005 (“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 an Event of Default a violation of one 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)      Clause (i) of the definition of the term “Eligible Accounts” in Section 1.1 of the Credit Agreement is deleted in its entirety and the following substituted in lieu thereof:

“(i) (a) That portion of Accounts (other than Accounts owing by Hackensack University Medical Center to the Borrower) unpaid 91 days or more after the invoice date or 61 days or more after the original due date (without reducing such amount by the amount of any credit balances); and (b) that portion of Accounts owing by Hackensack University Medical Center to the Borrower unpaid 121 days or more after the invoice date or 91 days or more after the original due date (without reducing such amount by the amount of any credit balances);”

(b)       Section 6.2(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 less than the amount set forth below opposite such period:

As of the end of each fiscal quarter ending after September 30, 2006, the Obligors will have Net Income on a cumulative quarterly basis of not less than eighty percent (80%) of the projected cumulative Net Income 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 the Obligors’ cumulative Net Income for the fiscal year ended September 30, 2005, is expected to be less than $(60,000). The failure of the Obligors to have cumulative Net Income for the fiscal year ended September 30, 2005 in an amount equal to at least $(60,000) (which amount equals 80% of the projected cumulative Net Income for such period), in violation of Section 6.2(c) of the Credit Agreement, constitutes an Event of Default under Section 7.1(b) of the Credit Agreement. The Event of Default expressly referred to in this paragraph is herein referred to as the “Designated Default.”

Effective as of the date hereof, upon the satisfaction of the conditions precedent set forth in Section Five hereof, the Lender her