AMENDMENT TO EMPLOYMENT AGREEMENT

                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

               AMENDMENT TO EMPLOYMENT AGREEMENT dated February 1, 1996, by and
between Surge Components, Inc., a New York corporation, with its principal place
of business at 0000 Xxxxx Xxxxxxxxx, Xxxx Xxxx, Xxx Xxxx 00000 (the "Company")
and Xxxxxx Xxxxxx residing at 00 Xxxxxx Xxx., Xxx Xxxxx, Xxx Xxxx 00000 (the
"Executive").

                              W I T N E S S E T H :
                              ---------------------

                        WHEREAS, the Company and the Executive entered into an
employment agreement dated February 1, 1996 with an initial term of five
years, and

                        WHEREAS, the Company and the Executive wish to extend
the term of the agreement.

                        NOW, THEREFORE, in consideration of the mutual premises
and agreements contained herein and for other good and valuable consideration by
each of the parties, the parties hereby agree as follows:

               Section 2 is replace in its entirety with the following:

               2. Term. The term of this Agreement shall continue until July 30,
2003; provided however, that on July 30th of each successive year of the
Agreement, the Agreement shall renew for one additional year so that on each
July 30th, there will be five years remaining on the term of the Agreement,
unless the Executive is terminated pursuant to Section 11 hereto.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of
the 4th day of March 1998.


"EXECUTIVE"                                         "COMPANY"

                                                    SURGE COMPONENTS, INC.



/s/ Xxxxxx Xxxxxx                                   By: /s/ Xxx Xxxx  
---------------------------                             ------------------------
Xxxxxx Xxxxxx                                           Xxx Xxxx, President