NATIONAL WIRELESS HOLDINGS INC
EXHIBIT 10.47
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>2
<FILENAME>a2036594zex-10_47.txt
<DESCRIPTION>EXHIBIT 10.47
<TEXT>


<PAGE>

                                                               Exhibit 10.47(d)

                                 AMENDMENT NO. 4
                                       TO
                       AMENDED AND RESTATED LOAN AGREEMENT



     Amendment No. 4, dated December 18, 2000, to Amended and Restated Loan
Agreement, dated as of April 20, 1999 (as amended, supplemented or modified from
time to time the "Loan Agreement"), by and between National Wireless Holdings
Inc., a Delaware corporation ("Lender" or "National") and Electronic Data
Submission Systems, Inc., a Delaware corporation ("Borrower").

     WHEREAS, Lender has advanced to Borrower $1,800,000 of the Initial
Commitment (as hereinafter defined) and $3,000,000 of a $3,000,000 Bridge
Commitment (as hereinafter defined) under the Loan Agreement;

     WHEREAS, the accrued and unpaid interest under the Loan Agreement,
aggregating $520,486.05 on the date hereof (the "Accrued Interest"), has been
added to the principal amount due;

     WHEREAS, the capitalized terms not otherwise defined herein and sections
referenced have the meanings contained in the Loan Agreement; and

     WHEREAS, Borrower and Lender wish to amend the terms of the Loan Agreement,
which serves as a bridge to a proposed long term debt or equity financing of the
Borrower from third parties, which may include banks (the "Proposed Financing");

     NOW THEREFORE, in consideration of the mutual promises, representations and
warranties contained herein, and subject to the conditions set forth herein, the
parties hereto hereby agree that:

     1. The following definitions set forth in Section 1.1 of the Loan Agreement
be, and they hereby are, amended to read, in their entirety, as follows:

          "Commitment" - the obligation of National to make Loans hereunder in
     the aggregate principal amount at any one time outstanding equal to the sum
     of (i) the Initial Commitment and (ii) the Bridge Commitment. "Initial
     Commitment" shall mean up to One Million Eight Hundred Thousand Dollars
     ($1,800,000). "Bridge Commitment" shall mean up to Three Million Dollars
     ($3,000,000).

          "Commitment Termination Date" -December 31, 2001, except as provided
     in Section 9.13.

          "Note" - the Initial Note and the Amended and Restated Bridge Note,
     each as defined in subsection 2.4(a) hereof.

     2. The second sentence of Section 2.4(a) of the Loan Agreement be, and it
hereby is, amended to read, in its entirety, as follows:

          (a) The Loans in respect of the Bridge Commitment shall be made only
     in accordance with a budget approved from time to time by the Lender and
     shall be evidenced by


<PAGE>

     a single promissory note of the Borrower in substantially the form of
     Exhibit K annexed hereto (the "Amended and Restated Bridge Note"), dated as
     of the date thereof, payable to the order of National, in a principal
     amount equal to the Bridge Commitment and otherwise duly completed.

     3. Section 2.5(a) of the Loan Agreement be, and it hereby is, amended to
read, in its entirety, as follows:

       (a) Subject to earlier prepayment as herein provided or as provided in
     the Initial Note, the Borrower shall pay to National the aggregate
     principal amount of the Loans in respect of the Initial Commitment
     outstanding on the Commitment Termination Date, in fifteen (15) consecutive
     equal monthly installments commencing on the Commitment Termination Date
     and on the last day of each month thereafter until all principal with
     respect to the Loans, shall be due and payable. Subject to earlier
     prepayment as herein provided or as provided in the Bridge Note, the
     Borrower shall pay to National the aggregate principal amount of the Loans
     in respect of the Bridge Commitment and Accrued Interest on the Commitment
     Termination Date.

     4. Section 2.6(a) of the Loan Agreement be, and it hereby is, amended to
read, in its entirety, as follows:

       (a) The Borrower shall pay to National interest on the unpaid
     principal amount of each Loan for the period commencing on the date of such
     Loan until such Loan is paid in full at a rate per annum equal to eight
     (8%) percent or the Prime Rate, whichever is greater. Except as provided in
     the next sentence, interest shall be payable (i) quarterly in arrears on
     the last day of each calendar quarter with respect to the principal amount
     of the Loans outstanding during the calendar quarter then ended until
     payment in full of the Note (provided however, with respect to any calendar
     quarter ending prior to the Commitment Termination Date, so long as no
     Default or Event of Default shall be in existence, the interest shall be
     paid by means of a Loan hereunder as of the due date of such interest,
     which Loan shall accrue interest and be payable pursuant to the terms of
     this Agreement) and (ii) upon the payment or prepayment of principal (but
     only on the principal so paid or prepaid). All accrued but unpaid interest,
     fees and all other amounts payable under the Original Loan Agreement shall
     be paid on the date of this Agreement by means of the making of a Loan
     under this Agreement. Interest which is payable at the Post-Default Rate
     (hereinafter defined) shall be payable from time to time on demand of
     National.

     5. Section 2.9(a) of the Loan Agreement be, and it hereby is, amended to
read, in its entirety, as follows:

        (a)   [ omitted ]

     6. Exhibit K to the Loan Agreement shall be replaced by Exhibit K attached
hereto.

     7. National hereby waives breaches existing on the date hereof of covenants
of Borrower set forth in Sections 6.9, 7.1(b), 7.5 and 7.11 of the Loan
Agreement, without prejudice to its rights arising from breaches of any
covenants of the Loan Agreement, including without limitation the mentioned
covenants, from and after the date hereof.

                                      -2-

<PAGE>

     8. Except as expressly amended hereby, all terms and conditions of the Loan
Agreement and all other Loan Documents remain in full force and effect. All
collateral security and guarantees in connection with the Loan Agreement and/or
the Loan Documents are hereby confirmed and ratified in all respects. The
execution, delivery and performance of this letter amendment has been duly
authorized by the Borrower and is the valid, binding and enforceable obligation
of Borrower, enforceable in accordance with its terms.

     9. The Lender reserves all of Lender's rights with respect to any breaches,
defaults, or other matters in existence in connection with the Loan Agreement,
and the execution and delivery of this Amendment No. 4 shall not affect any of
the rights of Lender with respect thereto.

     10. Capitalized terms used but not defined herein shall have the meaning
set forth in the Loan Agreement.

     11. Each of the parties hereto (i) acknowledges that Hahn & Hessen LLP has
acted, and from time to time continues to act, as counsel to Lender, or
affiliates thereof, as well as to Borrower, (ii) consents to the representation
of the Borrower and such other representation of Lender by Hahn & Hessen LLP and
(iii) waives any conflicts of interest claim which may arise therefrom.

     12. This Amendment No. 4 may be executed in counterparts, each of which
shall constitute an original but all of which when taken together shall
constitute one contract, and shall become effective when copies hereof which,
when taken together, bear the signatures of each of the parties hereto shall be
delivered to the undersigned. Delivery of an executed counterpart of a signature
page to this Amendment No. 4 by fax shall be as effective as delivery of a
manually executed signature page hereto.

     IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 as of
the date first above set forth.

                                          NATIONAL WIRELESS HOLDINGS INC.

                                          By:  /s/ Terrence S. Cassidy
                                          Title: Principal Executive Officer
AGREED:

ELECTRONIC DATA SUBMISSION SYSTEMS, INC.

By: /s/ Ana L. English
Title:  Chief Operating Officer

                                      -3-


<PAGE>



                                                               Exhibit 10.47(e)

                                    EXHIBIT K
                     TO AMENDED AND RESTATED LOAN AGREEMENT
                                 BY AND BETWEEN
                    ELECTRONIC DATA SUBMISSION SYSTEMS, INC.
                       AND NATIONAL WIRELESS HOLDINGS INC.


                        AMENDED AND RESTATED BRIDGE NOTE


                                                             New York, New York
                                                             December 18, 2000
$3,000,000

     FOR VALUE RECEIVED, the undersigned, Electronic Data Submission Systems,
Inc., a Delaware Corporation, (the "Borrower"), hereby promises to pay to the
order of National Wireless Holdings Inc., a Delaware Corporation ("National"),
at the Principal Office of National or at such other place as National may from
time to time designate to Borrower in writing, (a) the lesser of (i) the
principal sum of THREE MILLION DOLLARS ($3,000,000) or (ii) the aggregate
principal amount of all Loans outstanding in respect of the Bridge Commitment
under the Loan Agreement hereinafter referred to, including without limitation
accrued but unpaid interest hereon, in lawful money of the United States of
America and in immediately available funds, and (b) interest on the unpaid
principal amount of the Bridge Loan, in like money and funds, for the period
commencing on the date of the Bridge Loan until the Bridge Loan shall be paid in
full, at the rates per annum and on the dates provided in the Loan Agreement. In
no event shall interest exceed the maximum interest rate permitted by law.

     The Borrower shall pay interest on the Bridge Loan or any installment
thereof, and on any other amount payable by the Borrower hereunder (to the
extent permitted by law) which shall not be paid in full when due (whether by
demand, by acceleration or otherwise) for the period commencing on the due date
thereof until the same is paid in full at the applicable Post Default Rate (as
defined in the Loan Agreement) and all such interest shall be payable upon
demand.

     National is hereby authorized by the Borrower to record on the schedule
annexed to this Note (or on a supplemental schedule thereto) the amount of each
Loan made by National under the Loan Agreement and the amount of each payment or
prepayment of principal of each Loan received by National applicable to this
Note, it being understood, however, that failure to make any such notation shall
not affect the rights of National or the obligations of the Borrower hereunder
or under the Loan Agreement in respect of such Loans.

     This Note is issued pursuant to the Amended and Restated Loan Agreement,
originally dated April 20, 1999, (as amended, restated, modified and
supplemented, the "Loan Agreement") by and between the Borrower and National and
evidences Loans made by National thereunder, and is the Amended and Restated
Bridge Note referred to in Amendment No. 4 to the Loan Agreement. This Note is
secured in the manner described in the Loan Agreement and in the Security
Agreement. Capitalized terms used in this Note have the respective meanings
assigned to them in the Loan Agreement.

                                       -4-

<PAGE>

     This Note amends and restates in its entirety and is given in substitution
for but not in satisfaction of the Amended and Restated Bridge Note dated as of
August 8, 2000, executed by Borrower in favor of Lender, in the original
principal sum of $3,000,000.

     If an Event of Default occurs which has not been cured within any
applicable cure period, the principal hereof, accrued interest and all accrued
fees hereon shall become, or may be declared to be, forthwith due and payable in
the manner, upon the conditions and with the effect provided in the Loan
Agreement.

     The Borrower may at its option prepay all or any part of the principal of
this Note before maturity upon the terms provided in the Loan Agreement.

     The Borrower agrees to pay costs of collection and reasonable attorneys'
fees and disbursements in case default occurs in the payment of this Note.




ELECTRONIC DATA SUBMISSION SYSTEMS, INC.

By: /s/ Ana L. English
Title:  Chief Operating Officer



                                      -5-

<PAGE>


                  SCHEDULE TO AMENDED AND RESTATED BRIDGE NOTE



     This Note evidences Loans made under the within described Loan Agreement in
respect of the Bridge Commitment, in the principal amounts and on the dates set
forth below, subject to the payments or prepayments of principal set forth
below:


                      Principal            Principal Amount     Balance
Date Made             Amount of Loan       Paid or Prepaid      Outstanding
---------             --------------       ---------------      -----------


                                      -6-

</TEXT>
</DOCUMENT>
