WIRELESS XCESSORIES GROUP INC
WAIVER AND AMENDMENT NO. 4
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ex10-1_10923.txt
<DESCRIPTION>WAIVER AND AMENDMENT NO. 4
<TEXT>
                                                                    EXHIBIT 10.1
                                                                    ------------

                           WAIVER AND AMENDMENT NO. 4

                                       TO

               REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

            THIS WAIVER AND AMENDMENT NO. 4 ("Amendment") is entered into as of
November __, 2001, by and among Wireless Xcessories Group, Inc. (formerly known
as Batteries Batteries, Inc.) ("BATS"), Tauber Electronics, Inc. ("TEI"),
Specific Energy Corporation ("SEC"), W.S. Battery & Sales Company, Inc.
("WSBS"), Battery Network, Inc. ("BN"), Battery Acquisition Corp. ("BAC"),
(BATS, TEI, SEC, WSBS, BN and BAC, each a "Borrower" and collectively the
"Borrowers"), IBJ Whitehall Business Credit Corporation ("IBJWBCC"), each of the
other financial institutions named in the Loan Agreement or which hereafter
become parties thereto (IBJWBCC and such financial institutions, the "Lenders")
and IBJWBCC as agent for the Lenders (IBJWBCC in such capacity, the "Agent").

                                   BACKGROUND

            Borrowers, Agent and Lenders are parties to a Revolving Credit, Term
Loan and Security Agreement dated as of January 7, 1997 (as amended,
supplemented or otherwise modified from time to time, the "Loan Agreement")
pursuant to which Lenders provide Borrowers with certain financial
accommodations.

            Borrowers have requested that Agent and Lenders waive certain Events
of Default and amend certain provisions of the Loan Agreement, and Agent and
Lenders are willing to do so on the terms and conditions hereafter set forth.

            NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by Agent
and Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     1. Definitions. All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Loan Agreement.

     2. Amendment to Loan Agreement. Subject to satisfaction of the conditions
precedent set forth in Section 4 below, the Loan Agreement is hereby amended as
follows:

        2.1. Section 6.5 is amended in its entirety to provide as follows:

             "6.5 Intentionally Omitted."

        2.2. Section 6.7 is amended in its entirety to provide as follows:

             "6.7 Fixed Charge Coverage Ratio. Maintain as of the end of each
                  period set forth below and each fiscal quarter set forth below
                  a Fixed Charge Coverage Ratio of not less than the ratio set
                  opposite such period or fiscal quarter below:

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             Fiscal Period                           Fixed Charge Coverage Ratio
             -------------                           ---------------------------
             January 1, 2002 - September 30, 2002            1.00 to 1.00

             Fiscal Quarter

             December 31, 2002 and as of the end of each
             fiscal quarter thereafter during the Term       1.00 to 1.00"

        2.3. Section 6.8 is amended in its entirety to provide as follows:

             "6.8 EBITDA. Maintain as of the end of each fiscal quarter set
                  forth below EBITDA of at least the amount set opposite such
                  fiscal quarter below:

             Fiscal Quarter                                      EBITDA
             --------------                                      ------
             December 31, 2001                                 ($ 44,000)
             March 31, 2002                                    ($196,000)
             June 30, 2002                                      $ 32,000
             September 30, 2002                                 $147,000
             December 31, 2002 and as of the end of each        $369,000"
             fiscal quarter thereafter during the Term

        2.4. Section 6.14 is amended in its entirety to provide as follows:

             "6.14. Undrawn Availability. Maintain Undrawn Availability at all
                    times of not less than $1,000,000."

        2.5. Section 7.6 is amended in its entirety to provide as follows:

             "7.6. Capital Expenditures. Contract for, purchase or make any
                   expenditure or commitments for fixed or capital assets
                   (including capitalized leases) in any fiscal quarter in an
                   amount in excess of $37,500 per fiscal quarter."

     3. Waiver. Subject to satisfaction of the conditions precedent set forth in
Section 5 below, Agent and Lenders hereby waive the Events of Default that have
occurred for the fiscal quarter ending September 30, 2001 as a result of
Borrowers' non-compliance (a) with Section 6.5 of the Loan Agreement solely as
respects the failure to maintain the minimum Net Worth required pursuant to
Section 6.5 of the Loan Agreement, (b) Section 6.7 of the Loan Agreement solely
as respects the failure to maintain the Fixed Charge Coverage Ratio required
pursuant to Section 6.7 of the Loan Agreement, and (c) Section 6.8 of the Loan
Agreement solely as respects the failure to maintain the EBITDA required
pursuant to Section 6.8 of the Loan Agreement.

     4. Conditions of Effectiveness. This Amendment shall become effective, when
and only when (a) Agent shall have received an original copy of this Amendment
duly executed on

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behalf of each Borrower and (b) Agent shall receive a fee in the amount of
$10,000, which fee may be charged to Borrowers' loan account on the effective
date of this Amendment.

     5. Representations and Warranties. Each Borrower hereby represents and
warrants as follows:


        (a) This Amendment and the Loan Agreement, as amended hereby, constitute
legal, valid and binding obligations of each Borrower and are enforceable
against each Borrower in accordance with their respective terms.

        (b) Upon the effectiveness of this Amendment, each Borrower hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agrees that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.

        (c) No Event of Default or Default has occurred and is continuing or
would exist after giving effect to this Amendment.

        (d) No Borrower has any defense, counterclaim or offset with respect to
the Loan Agreement.

     6. Effect on the Loan Agreement.

        (a) Upon the effectiveness of Section 2 hereof, each reference in the
Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of
like import shall mean and be a reference to the Loan Agreement as amended
hereby.

        (b) Except as specifically amended herein, the Loan Agreement, and all
other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.

        (c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided in Section 3 operate as a waiver of any right,
power or remedy of Agent or any Lender, nor constitute a waiver of any provision
of the Loan Agreement, or any other documents, instruments or agreements
executed and/or delivered under or in connection therewith.

     7. Governing Law. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State of
New York.

     8. Headings. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

     9. Counterparts. This Amendment may be executed by the parties hereto in
one or more counterparts, each of which shall be deemed an original and all of
which taken together shall be deemed to constitute one and the same agreement.

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<PAGE>



     IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and
year first written above.

                                   WIRELESS XCESSORIES GROUP, INC.
                                   (formerly known as BATTERIES BATTERIES, INC.)
                                   TAUBER ELECTRONICS, INC.
                                   SPECIFIC ENERGY CORPORATION
                                   BATTERY NETWORK, INC.
                                   W.S. BATTERY & SALES COMPANY, INC.
                                   BATTERY ACQUISITION CORP.


                                   By:_________________________________

                                   Name: ______________________________

                                   The ________ of each of the foregoing
                                   Corporations


                                   IBJ WHITEHALL BUSINESS CREDIT
                                   CORPORATION, as Agent and as Lender


                                   By:_________________________________

                                   Name:_______________________________

                                   Title:______________________________














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