Exhibit (10)(a)(ii)

                          AMENDED AND RESTATED
                             REVOLVING NOTE

$22,000,000                                            Chicago, Illinois
                                                        October 30, 1996


      FOR VALUE RECEIVED, the undersigned, 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 TWENTY-TWO MILLION AND 00/100 DOLLARS
($22,000,000), or, if less, the aggregate unpaid principal amount of the
Revolving Loan (as defined in the Loan Agreement (as defined below)). This Note
is referred to in and was executed and delivered pursuant 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 loans evidenced hereby were made and are 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-quarter of one
percent (1.25%), provided that following the occurrence and during the
continuance of a Default, Borrower shall pay 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 


<PAGE>

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
applicable rate specified above. In no contingency or event whatsoever shall
interest charged hereunder, 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.

      Payments received by Lender on this Note shall be applied as provided in
the Loan Agreement and may be applied to the payment of interest which is due
and payable before application 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 the 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.


                                      -2-
<PAGE>

      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) 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.

      The unpaid balance of the indebtedness hitherto evidenced by that certain
Amended and Restated Revolving Note dated January 10, 1995 made by Borrower to
the order of Lender in the principal amount of $14,000,000 and that certain
Revolving Note dated January 24, 1995 made by AFL to the order of Lender in the
principal amount of $20,000,000 which was assumed by Borrower as a result of the
Merger (collectively, the "Original Notes"), and evidencing part of the
obligations under the Hauppauge LSA and the AFL LSA, remains outstanding as of
the date hereof and shall continue to be secured pursuant to the terms of the
Loan Agreement and the other agreements executed in connection therewith or in
connection with the Hauppauge LSA or the AFL LSA. To the extent that the
principal balance of this Note includes the indebtedness hitherto evidenced by
the Original Notes, this 


                                      -3-
<PAGE>

Note (i) merely re-evidences the indebtedness hitherto evidenced by the Original
Notes, (ii) is given in substitution for, and not as payment of, the Original
Notes and (iii) is in no way intended to constitute a novation of any of the
Original Notes.

                                    HAUPPAUGE RECORD
                                    MANUFACTURING LTD.


                                    By: /s/ Charles Kavanagh
                                       -------------------------------
                                    Name:   Charles Kavanagh
                                         -----------------------------
                                    Title:  Vice President-Finance
                                          ----------------------------


                                  -4-