TERMINATION AGREEMENT


     TERMINATION  AGREEMENT  dated  as  of  March  17,  1998  between  DONG  LEW
(hereinafter "Lew"), residing at 1350 Grand Summit Drive, Apt. 234, Reno, Nevada
89523, and COMPU-DAWN, INC., a Delaware corporation (hereinafter the "Company"),
having its  principal  place of business at 77 Spruce  Street,  Cedarhurst,  New
York.

                                   BACKGROUND

     A. Lew is  employed  by the Company as its  President  and Chief  Operating
Officer in accordance with a Restated and Amended Employment  Agreement dated as
of October 28, 1996 (hereinafter called the "Employment Agreement").  Mr. Lew is
also the  Treasurer  and a Director of the Company.

     B. Lew wishes to retire and has made Reno,  Nevada his  primary  residence.
Therefore,  Lew and the Company desire to terminate the Employment  Agreement on
the basis herein provided.

     NOW, THEREFORE, the parties hereto agree as follows:

     1. Effective on the closing date (the  "Termination  Date") of that certain
Stock Purchase Agreement dated March 17, 1998 between Mark Honigsfeld and/or his
designee,  as Purchaser,  and Dong Lew, as Seller,  the Company shall pay to Lew
the sum of $216,000.00 (the  "Termination  Payment").  The Employment  Agreement
shall be in all respects terminated effective on the Termination Date. Except as
specifically set forth to the contrary herein, Lew's right to participate in any


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present or future bonus,  pension,  profit-sharing  or insurance  program or any
other fringe benefit program of the Company shall be in all respects  terminated
as of the Termination  Date,  except that the protective  covenants set forth in
Section 1.8 of the Employment Agreement shall remain in full force and effect in
accordance with the terms thereof.  Notwithstanding the foregoing,  Lew's salary
and reimbursement of expenses provided for by the Employment  Agreement shall be
paid to Lew by the Company until the Termination Date.

     2. On the  Termination  Date, Lew hereby resigns as a Director of the Board
of  Directors  of the Company  and  resigns  from his  positions  as  President,
Treasurer and Chief Operating Officer of the Company.

     3. The Termination Payment shall be reported by the Company to the Internal
Revenue Service on Form W-2 for 1998.

     4. Lew  presently  has an option to acquire 8,561 shares of common stock of
the Company at an option  exercise price of $5.50 per share.  On the Termination
Date,  if directed to do so by Mark  Honigsfeld,  Mr. Lew will execute an Option
Exercise  Form and make full payment for such option  shares by the surrender of
the  appropriate  number of shares of Company common stock owned by Mr. Lew (the
"Surrendered  Shares"),  based upon the current  market  value per share for the
Company's common stock on the date thereof.  The Company hereby acknowledges and
consents to the exercise of the aforementioned  option by Mr. Lew. Mr. Lew shall
not be granted a reload option for the Surrendered Shares.

     5. The  parties  hereto  recognize  and agree  that,  except  as  expressly
provided in, or contemplated by, this Termination Agreement,  and except for any
rights of  indemnification  to which Lew,  as a former  employee,  officer,  and



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director of the Company may be entitled by law, or by corporate  resolutions  or
under the by-laws or  articles of  incorporation  of the  Company,  there are no
outstanding  unfulfilled  contracts,   commitments,   or  other  obligations  of
whatsoever nature as between Lew and the Company or any outstanding indebtedness
owed by either party to the other;  and the parties  hereto hereby further agree
that any and all disputes,  claims,  open accounts and other unresolved  matters
with respect to any of the foregoing  which may exist on the date hereof,  shall
be, and hereby are, in all respects  resolved,  satisfied and settled as between
the  parties,  without  any other or further  liability  of either  party to the
other.  The  parties  shall  deliver  to each  other on the  Termination  Date a
certificate  reaffirming  the agreement set forth in this  paragraph 5 as of the
Termination Date.

     6. The  obligations of Lew and the Company  hereunder,  are contingent upon
the simultaneous  closing of the  transactions  provided for in a Stock Purchase
Agreement  between Lew and Mark  Honigsfeld,  Chairman of the Board of Directors
and Chief  Executive  Officer  of the  Company,  or his  assignee  or  designee,
pursuant to which Mark  Honigsfeld or his assignee or designee  shall acquire on
the  Termination  Date certain shares of Company common stock from Lew, as fully
enumerated therein.

     7. This  Termination  Agreement has been approved by the Board of Directors
of the  Company  and shall be binding  and  effective  upon the  Company and its
successors and assigns, and upon Lew, his heirs and representatives.

     8. If any provision  contained in this Termination  Agreement is determined
to be void,  illegal  or  unenforceable,  in whole  or in part,  then the  other
provisions  contained  herein  shall  remain in full  force and effect as if the
provision which was determined to be void,  illegal,  or  unenforceable  had not
been contained herein.


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     9. The parties  agree that this  Termination  Agreement is made and entered
into in  Nassau  County,  New York and shall be  governed  by and  construed  in
accordance  with the laws of the  State of New  York,  and that any  litigation,
special  proceeding  or other  proceeding  as between  the  parties  that may be
brought,  or arise out of, in connection  with or by reason of this  Termination
Agreement,  shall be brought  in the  applicable  state  court in and for Nassau
County, New York, which Courts shall be the exclusive courts of jurisdiction and
venue.

     10. This instrument contains the entire agreement of the parties concerning
termination  of Lew's  employment  with the Company and supersedes all prior and
contemporaneous  representations,  understandings and agreements, either oral or
in writing,  between the parties hereto with respect to the termination of Lew's
employment by the Company and all such prior or contemporaneous representations,
understandings and agreements, both oral and written, are hereby terminated. The
terms of this  Termination  Agreement  may not be  modified,  altered or amended
except  by  written  agreement  of Lew and the  Company,  subject  to the  prior
approval of the Board of Directors of the Company.

     11. The Company has been represented by the firm of Certilman Balin Adler &
Hyman, LLP. Lew has been represented by the firm of Bart and Schwartz.  Each has
made its own  determination  with respect to counsel  without  coercion from the
other. Each has thoroughly reviewed the provisions of this Termination Agreement
and all matters  concerning  such  provisions  with the  benefit of  independent
counsel.

     12. Any controversy or claim arising out of or relating to this Termination
Agreement  shall be settled by binding  arbitration in Nassau  County,  New York
under the rules of the American Arbitration Association. Judgment upon the award



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may be  entered  in any court  having  jurisdiction  and the  arbitrator(s)  are
specifically  authorized to award the prevailing  party in such  arbitration all
reasonable  attorneys fees,  expenses and costs of arbitration.

     13. Any notice, request, instruction,  consent or other communication to be
given to either party  hereunder shall be in writing and shall be deemed to have
been  delivered on the date  personally  delivered or on the date deposited in a
receptacle  maintained by the United States  Postal  Service for such  purposes,
postage prepaid,  by certified mail, return receipt requested,  addressed to the
respective parties as follow:

         If to the Company:    Compu-Dawn, Inc.
                               77 Spruce Street
                               Cedarhurst, NY 11526
                               Attention: Mark Honigsfeld, Chairman

         With a copy to:       Certilman Balin Adler & Hyman, LLP
                               The Financial Center at Mitchel Field
                               90 Merrick Avenue
                               East Meadow, NY 11554
                               Attention: Gavin C. Grusd, Esq.

         If to Lew:            Mr. Dong Lew
                               1350 Grand Summit Drive, Apt 234
                               Reno, Nevada 89523

         With a copy to:       Bart and Schwartz
                               One Huntington Quadrangle
                               Suite 2S12
                               Melville, NY 11747
                               Attention: Lawrence J. Schwartz, Esq.

     14. This Termination Agreement may be executed in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute but one and the same instrument.


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     IN WITNESS WHEREOF, the parties have executed this Termination Agreement as
of the day and year first above written.

                                       COMPU-DAWN, INC.
Attest:

                                       By: /s/ Mark Honigsfeld
/s/ Louis Libin                            MARK HONIGSFELD, Chairman of
Assistant Secretary                        the Board and Chief Executive Officer



                                       /s/ Dong Lew
                                       DONG LEW


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