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                                                          Exhibit (10)(a)(xiii)

                                   CAPEX NOTE

$3,450,000                                                    Chicago, Illinois
                                                              August 19, 1997


         FOR VALUE RECEIVED, the undersigned, Allied Digital, Inc. (formerly
known as Hauppauge Record Manufacturing Ltd.), a New York corporation
("Borrower"), hereby unconditionally promises to pay to the order of American
National Bank and Trust Company of Chicago ("Lender"), at the office of Lender
at 33 North LaSalle Street, Chicago, Illinois 60690, or at such other place as
the holder of this Note may from time to time designate in writing, in lawful
money of the United States of America and in immediately available funds, the
principal sum of THREE MILLION FOUR HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS
($3,450,000.00) or, if less, the aggregate unpaid principal amount of all
advances made by Lender pursuant to subsection 2.1(C) of the Loan Agreement.
This Note is referred to in and was executed and delivered pursuant to that
certain Amended and Restated Loan and Security Agreement, dated as of October
30, 1996, between Borrower and Lender (as amended, modified or supplemented from
time to time, the "Loan Agreement"), to which reference is hereby made for a
statement of the terms and conditions under which the loan evidenced hereby was
made and is to be repaid. All terms which are capitalized and used herein (which
are not otherwise specifically defined herein) and which are defined in the Loan
Agreement shall be used in this Note as defined in the Loan Agreement.

         Borrower further promises to pay interest on the unpaid principal 
amount hereof from time to time outstanding at a fluctuating rate per annum
equal to the Base Rate as from time to time in effect plus one and one-half of
one percent (1.50%), provided that following the occurrence and during the
continuance of a Default, Borrower shall pay to Lender interest from the date of
such Default (or, in the event of a Default other than as described in
subsections 9.1(A), (H), or (I) of the Loan Agreement, from the date of notice
to such effect from Lender) at the rate set forth above plus an additional three
percent (3.00%) per annum. Interest shall be payable on the dates provided for
in the Loan Agreement, and shall be calculated on the basis of a 360-day year
for the actual number of days elapsed.

         If any payment hereunder becomes due and payable on a day other than a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day, and interest shall be payable thereon during such extension at the
rate specified above. In no contingency or event whatsoever shall interest
charged hereunder,



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however such interest may be characterized or computed, exceed the highest rate
permissible under any law which a court of competent jurisdiction shall, in a

final determination, deem applicable hereto. In the event that such a court
determines that Lender has received interest hereunder in excess of the highest
rate applicable hereto, Lender shall promptly refund such excess interest to
Borrower.

         The principal indebtedness evidenced hereby shall be payable in as 
follows: each CAPEX Advance made under subsection 2.1(C) of the Loan Agreement
shall be payable in thirty-six (36) consecutive monthly installments commencing
on the last day of the month in which such CAPEX Advance is made and continuing
on the last day of each calendar month thereafter, each of which monthly
installments, other than the last monthly installment, shall be equal to the
amount obtained by dividing (a) the initial principal amount of such CAPEX
Advance by (b) thirty-six (36) and rounding up to the nearest whole dollar, and
a final installment equal to the unpaid principal amount of such CAPEX Advance
on the final monthly installment date. Notwithstanding the foregoing the entire
unpaid principal balance hereof shall become immediately due and payable on July
31, 2000.

         Under certain circumstances, Borrower is required by the Loan Agreement
to make prepayments on the principal balance hereof. The principal amount hereof
may not be prepaid at any time in whole or in part except as provided in the
Loan Agreement.

         Except as otherwise agreed in the Loan Agreement, payments received by
Lender from Borrower on this Note shall be applied first to the payment of
interest which is due and payable and only thereafter to the outstanding
principal balance hereof, subject to Lender's rights to otherwise apply such
payments as provided in the Loan Agreement.

         Upon and after the occurrence of a Default or as otherwise provided in 
the Loan Agreement, this Note may, at the option of Lender, and without prior
demand, notice or legal process of any kind (except as otherwise expressly
required in the Loan Agreement), be declared, and thereupon immediately shall
become, due and payable. This Note shall also become immediately due and payable
upon termination of the Loan Agreement.

         Borrower, and all endorsers and other persons obligated hereon, hereby
waive presentment, demand, protest, notice of demand, notice of protest and
notice of nonpayment and agree to pay all costs of collection, including
reasonable attorneys' fees and expenses.


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         This Note has been delivered at and shall be deemed to have been made 
at Chicago, Illinois and shall be interpreted and the rights and liabilities of
the parties hereto determined in accordance with the internal laws (as opposed
to conflicts of law provisions) and decisions of the State of Illinois. Whenever
possible each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without

invalidating the remainder of such provision or the remaining provisions of this
Note.

         Whenever in this Note reference is made to Lender or Borrower, such
reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns. The provisions of this Note shall be binding
upon and shall inure to the benefit of said successors and assigns. Borrower's
successors and assigns shall include, without limitation, a receiver, trustee or
debtor in possession of or for Borrower.

                                          ALLIED DIGITAL, INC.


                                          By: /s/
                                          Name:
                                          Title:





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