THIRD LEASE MODIFICATION AGREEMENT

         THIS  AGREEMENT  made as of this 27th day of  September,  1995  between
CANTON GATEWAY OFFICE PARK, a Connecticut General Partnership, with an office at
160  Farmington  Avenue,  Farmington,   Connecticut  06032  (hereinafter  called
"Landlord") and VIDEONICS,  Inc., 1370 Dell Avenue,  Campbell,  California 95008
(hereinafter called "Tenant").

                                  WITNESSETH:

         WHEREAS by the office lease dated March 1, 1990,  Landlord and Tenant's
successor in interest  entered into an office Lease for certain Premises located
on the Second and Third Floor of Building  Three,  Canton  Gateway  Office Park,
Canton,  Connecticut  (hereinafter called the "Lease"),  which Premises are more
fully described in the Lease; and

         WHEREAS  the Lease was  modified  by the Lease  Modification  Agreement
dated November 19, 1991 (hereinafter called the "Lease"), and

         WHEREAS the Lease was modified by Second Lease  Modification  Agreement
dated June 21, 1994 (the Lease, the First Lease  Modification,  the Second Lease
Modification   Agreement  and  this  Lease  Modification  Agreement  are  hereby
collectively called the "Lease"); and

         WHEREAS, Landlord and Tenant wish to modify the Lease.

         NOW THEREFORE, for One Dollar ($1.00) and other valuable consideration,
the receipt and  adequacy of which is hereby  acknowledged,  Landlord and Tenant
agree to modify the Lease as follows:

         1.    The effective date of this Lease Modification is October 1, 1995.

         2.    Article I (Premises) shall be amended to reflect that the Demised
               Premises  are the office  spaces  located on the second and third
               floor of Building Number 3, as more particularly described in the
               attached Exhibit A and Exhibit B respectively.

         3.    Article  3 (Rent)  shall be  amended  wherein  necessary  so that
               annual rent will be Sixty-Six  Thousand  and 00/100  ($66,000.00)
               Dollars  payable in equal monthly  installments  of Five Thousand
               Five  Hundred  and 00/100 ($5,500.00) for  the period  commencing
               October 1, 1995 and ending July 31, 1997.

               Article 3 (Rent) shall be further amended by making the so-called
               base year on account of Operating Expenses for the Portion of the
               Demised  Premises  located on the  second  floor to be the twelve
               month period of July 1, 1993 to June 30, 1994.

               Article 3 (Rent) shall be further amended by making the so-called
               base year on account of Operating Expenses for the Portion of the
               Demised Premises located on the third floor equal to the expenses
               incurred  during  the  twelve  month  period of  October  1, 1995
               through September 30, 1996. The first payment will be due October
               1, 1996 and  tenant's  pro-rata  share of  Operating  Expenses on
               account of the Portion of the Demised Premises on the third floor
               shall be 8.997%.

               Article 3 (Rent) shall be further amended by making the so-called
               base year on account of Real Estate  Taxes for the Portion of the
               Demised  Premises located on the third floor equal to the January
               1, 1996 payment  multiplied by two (2). The first payment will be
               due October 1, 1996 and  tenant's  pro-rata  share of Real Estate
               Taxes on account of the  Portion of Demised  Premises  located on
               the third floor shall be 8.997%.

         4.    Landlord   shall  provide  the  following  work  at  the  Demised
               Premises:  Repaint  and  touch-up  as needed on the Third  Floor,
               remove and  replace the  carpeting  throughout  the Third  Floor,
               install  new vinyl  tile and  align  with the face of the wall as
               shown by Exhibit C, and replace two cabinets  doors as located on
               Exhibit C.
<PAGE>

         5.    Tenant  shall pay a One Thousand  and 00/100  Dollar  ($1,000.00)
               payment  upon the  signing  of this  Lease  Modification  for the
               replacement of the carpeting.

         6.    Except as modified herein,  the Lease and all Exhibits and Riders
               annexed  thereto  shall  remain in full force and  effect, and is
               hereby ratified and confirmed.

         IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands
and seals the day and year first above written.

Signed, Sealed and Delivered
in the presence of:



                                        LANDLORD
                                        CANTON GATEWAY OFFICE PARK
/s/ Sandra Gifford
-----------------------------           By:  /s/ Jeffrey Reiner
                                           ---------------------------
/s/ (unknown)
-----------------------------           

                                        TENANT              
                                        VIDEONICS, 1NC.     
                                        
/s/ Sandra Gifford             
-----------------------------           By:  /s/ Steven Kreinik      
                                           ---------------------------     
/s/ (unknown)                      
-----------------------------  
                                            Its Duly Authorized:

STATE OF CONNECTICUT                   )
                                       )   ss.
COUNTY OF HARTFORD                     ) 

         On this 27 day of September, 1995, personally appeared Stephen Kreinik,
of Videonics, Inc., its President, signer and sealer of the foregoing instrument
and  acknowledged the same to be his free act and deed and the free act and deed
of said corporation before me.

                                        /s/ Sandra Gifford              
                                       -----------------------------------------
                                       Notary Public/Commissioner Superior Court