Exhibit (10)(a)(vi)

                              AMENDED AND RESTATED
                               GUARANTY AGREEMENT

      THIS AMENDED AND RESTATED GUARANTY AGREEMENT dated as of October 30, 1996
("Guaranty") and made by Hauppauge Record Manufacturing Ltd., a New York
corporation (the "Guarantor"), with an office located at 15 Gilpin Avenue,
Hauppauge, New York 11788, in favor of American National Bank and Trust Company
of Chicago, with an office at 33 North LaSalle Street, Chicago, Illinois 60690
(together with its successors and assigns, the "Lender").

                                    RECITALS

      A. Allied Film Laboratory, Inc., a Michigan corporation ("AFL"), entered
into that certain Guaranty Agreement dated as of January 24, 1995 in favor of
the Lender (as heretofore amended, the "Original Guaranty") with respect to
certain obligations of Greenfield Land Company, a Michigan co-partnership (the
"Borrower"), to Lender.

      B. The Borrower is entering into that certain Amended and Restated Loan
and Security Agreement dated as of October 30, 1996 with the Lender (such
agreement, as it may hereafter be amended or otherwise modified from time to
time, being hereinafter referred to as the "Loan Agreement"; capitalized terms
used but not otherwise defined herein are used herein as defined in the Loan
Agreement).

      C. AFL merged with and into the Guarantor and the Guarantor is entering
into the Hauppauge Loan Agreement.

      D. As a condition precedent to the effectiveness of the Loan Agreement and
the Hauppauge Loan Agreement and any extensions of credit pursuant thereto, the
Lender has required, among other things, that the Guarantor amend and restate
the Original Guaranty in the form of this Guaranty and that the Borrower execute
and deliver the GLC Guaranty.


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      E. The Guarantor is affiliated with the Borrower and the Guarantor leases
certain property from the Borrower pursuant to certain leases which were assumed
by the Guarantor in connection with the Merger. As a result of these and other
relationships between the Guarantor and the Borrower, the Guarantor will benefit
from the GLC Guaranty and the advances and financial accommodations provided
under the Loan Agreement and the Hauppauge Loan Agreement and the other
provisions of the Loan Agreement and the Hauppauge Loan Agreement.

      NOW, THEREFORE, in consideration of the above premises and any loans and
other financial accommodations heretofore, now or hereafter made to or for the
benefit of Guarantor or Borrower by the Lender, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantor hereby agrees that, effective as of the Effective Time, the Original
Guaranty is amended and restated as follows:

      1. Guaranty.

      A. The Guarantor hereby absolutely, unconditionally and irrevocably
guarantees the full and prompt payment when due, whether at maturity or earlier,
by reason of acceleration, mandatory prepayment or otherwise, and at all times
thereafter, and the due and punctual performance, of all of the Liabilities
(including without limitation any and all "Liabilities" as such term was defined
in the Original LSA), including, without limitation, all sums which may become
due under the terms and provisions of the Term Note or the Loan Agreement,
whether for principal, interest (including, without limitation, interest
accruing before, during or after any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, liquidation or dissolution proceeding, and,
if interest ceases to accrue by operation of law by reason of any such
proceeding, interest which otherwise would have accrued in the absence of such
proceeding), premium, fees, expenses or otherwise, whether or not from time to
time reduced or extinguished or hereafter increased or incurred, whether or not
recovery may 


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be or hereafter may become barred by any statute of limitations, whether
enforceable or unenforceable as against the Borrower, now or hereafter existing,
or due or to become due (all Liabilities together with the Costs (as hereinafter
defined), collectively, the "Guaranteed Obligations"). This is a continuing
guaranty of payment and not of collection.

      B. The Guarantor further agrees to pay, upon demand, all costs and
expenses ("Costs"), including, without limitation, all court costs and
reasonable attorneys' and paralegals' fees and expenses, paid or incurred by the
Lender (i) in endeavoring to collect all or any part of the Guaranteed
Obligations from, or in pursuing any action against, the Borrower, the Guarantor
or any other guarantor of all or any part of the Guaranteed Obligations or (ii)
in endeavoring to realize upon (whether by judicial, non-judicial or other
proceedings) any collateral securing the Guarantor's liabilities under this
Guaranty.

      C. The Guarantor further agrees that, if any payment made by the Borrower
or any other Person is applied to the Guaranteed Obligations and is at any time
annulled, set aside, rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be refunded or repaid, or the proceeds of
Collateral or any other security are required to be returned by the Lender to
the Borrower, its estate, trustee, receiver or any other Person, including,
without limitation, the Guarantor, under any bankruptcy law, state or federal
law, common law or equitable cause, then, to the extent of such payment or
repayment, the Guarantor's liability hereunder (and any lien, security interest
or other collateral securing such liability) shall be and remain in full force
and effect, as fully as if such payment had never been made, or, if prior
thereto this Guaranty shall have been cancelled or surrendered (and if any lien,
security interest or other collateral securing Guarantor's liability hereunder
shall have been released or terminated by virtue of such cancellation or
surrender), this Guaranty (and such lien, security interest or other collateral)
shall be reinstated in full force and effect, and such prior 


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cancellation or surrender shall not diminish, release, discharge, impair or
otherwise affect the obligations of the Guarantor in respect of the amount of
such payment (or any lien, security interest or other collateral securing such
obligation).

      D. Notwithstanding the foregoing, the Guarantied Obligations shall not
include any loans or advances made by Lender to Borrower after the date hereof;
provided, however, that none of the following items shall be deemed to be loans
and advances made by Lender after the date hereof or excluded from the
Guarantied Obligations by reason of arising after the date hereof: (i) all
Costs, (ii) all costs, expenses, charges and other expenditures made by Lender
pursuant to the Financing Agreements to pay taxes, insurance, assessments,
costs, expenses or other amounts which Borrower is required to pay or cause to
be paid pursuant to the Financing Agreements, or to perform obligations which
Borrower is required to perform pursuant to the Financing Agreements, or to keep
the Collateral free from Liens (except Liens permitted by the Financing
Agreements), or to protect or preserve the Collateral or to create, perfect or
preserve the Lender's Liens in the Collateral, including without limitation
under any of the foregoing arising pursuant to subsection 9.2 or 9.3 of the Loan
Agreement or pursuant to Section 19 of any of the Mortgages, or (iii)
obligations of Borrower arising as a result of Borrower's indemnification
obligations under the Financing Agreements.

      2. Representations and Warranties. The Guarantor represents and warrants
that as of the Effective Time, and continuing so long as any Guaranteed
Obligations remain outstanding, and (even if there shall be no Guaranteed
Obligations outstanding) so long as this Guaranty remains in effect:

      A. Corporate Existence. The Guarantor is a corporation duly organized and
in good standing under the laws of the


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<PAGE>

State of New York and is duly qualified as a foreign corporation and in good
standing in the states set forth on Schedule 6.1 to the Loan Agreement, which
are all of the states where the nature and extent of the business transacted by
it or the ownership of its assets makes such qualification necessary, except for
those jurisdictions in which the failure so to qualify would not, in the
aggregate, have a material adverse effect on its financial condition, results of
operations or business or the ability of the Guarantor to perform its
obligations under this Guaranty or under any other Financing Agreement to which
it is a party.

      B. Corporate Authority. The execution and delivery by the Guarantor of
this Guaranty and of each of the other Financing Agreements to which it is a
party and the performance of the Guarantor's obligations hereunder and
thereunder: (i) are within the Guarantor's corporate powers; (ii) are duly
authorized by the Board of Directors of the Guarantor and, if necessary, the
stockholders of the Guarantor; (iii) are not in contravention of the terms of
the Guarantor's Certificate or Articles of Incorporation, or By-Laws, or of any
indenture, or other agreement or undertaking to which the Guarantor is a party
or by which the Guarantor or any of its property is bound or any judgment,
decree or order applicable to the Guarantor; (iv) do not, as of the execution
hereof or thereof, require any governmental consent, registration or approval or
any filing with or notice to any governmental entity or agency; (v) do not
contravene any contractual or governmental restriction binding upon the
Guarantor; (vi) will not result in the imposition of any Lien upon any property
of the Guarantor under any existing indenture, mortgage, deed of trust, loan or
credit agreement or other material agreement or instrument to which the
Guarantor is a party or by which it or any of its property may be bound or
affected; and (vii) do not contravene or violate any laws or regulations
applicable to Guarantor.

      C. Binding Effect. Each of this Guaranty and all of the other Financing
Agreements to which the Guarantor is a 


                                       -5-


<PAGE>

party have been duly executed and delivered by the Guarantor and constitute the
legal, valid and binding obligations of the Guarantor, enforceable against the
Guarantor in accordance with their respective terms.

      D. Survival of Warranties. All representations and warranties contained in
this Guaranty or any of the other Financing Agreements shall survive the
execution and delivery of this Guaranty.

      3. Waivers; Other Agreements.

      A. The Lender is hereby authorized, without notice to or demand upon the
Guarantor, which notice or demand is expressly waived hereby, and without
discharging or otherwise affecting the obligations of the Guarantor hereunder
(which shall remain absolute and unconditional notwithstanding any such action
or omission to act), from time to time, to:

            (i) supplement, renew, extend, accelerate or otherwise change the
      time for payment of, or other terms relating to, the Guaranteed
      Obligations, or any portion thereof, or otherwise modify, amend or change
      the terms of any promissory note or other agreement, document or
      instrument (including, without limitation, the Loan Agreement and the
      other Financing Agreements) now or hereafter executed by the Borrower and
      delivered to the Lender, including, without limitation, any increase or
      decrease of the principal amount thereof or the rate of interest thereon;

            (ii) waive or otherwise consent to noncompliance with any provision
      of any agreement, document or instrument (including, without limitation,
      the Loan Agreement and the other Financing Agreements) evidencing or in
      respect of the Guaranteed Obligations, or any part thereof, 


                                       -6-


<PAGE>

      now or hereafter executed by the Borrower and delivered to the Lender;

            (iii) accept partial payments on the Guaranteed Obligations;

            (iv) receive, take and hold security or collateral for the payment
      or performance of the Guaranteed Obligations, or any part thereof, or for
      the payment or performance of any guaranties of all or any part of the
      Guaranteed Obligations, and exchange, enforce, waive, substitute,
      liquidate, terminate, abandon, fail to perfect, subordinate, transfer,
      otherwise alter and release any such security or collateral;

            (v) apply any and all such security or collateral and direct the
      order or manner of sale thereof as the Lender may determine in its sole
      discretion;

            (vi) settle, release, compromise, collect or otherwise liquidate the
      Guaranteed Obligations, or any part thereof, or accept, substitute,
      release, exchange or otherwise alter, affect or impair any security or
      collateral for the Guaranteed Obligations, or any part thereof, or any
      other guaranty therefor, in any manner;

            (vii) add, release or substitute any one or more other guarantors,
      makers or endorsers of all or any part of the Guaranteed Obligations and
      otherwise deal with the Borrower or any other guarantor, maker or endorser
      as the Lender may elect in its sole discretion;

            (viii) apply any and all payments or recoveries from the Guarantor,
      from the Borrower or from any other guarantor, maker or endorser of all or
      any part of the Guaranteed Obligations to 


                                       -7-


<PAGE>

      the Guaranteed Obligations in such order as the Lender in its sole
      discretion may determine, whether such Guaranteed Obligations are secured
      or unsecured or guaranteed or not guaranteed by others;

            (ix) apply any and all payments or recoveries from the Guarantor or
      any other guarantor, maker or endorser of all or any part of the
      Guaranteed Obligations or sums realized from security furnished by any of
      them upon any of their indebtedness or obligations to Lender, as Lender in
      its sole discretion may determine, whether or not such indebtedness or
      obligations relate to the Guaranteed Obligations; and

            (x) refund to Borrower or any Person making any payment (or its
      estate, a trustee or receiver) at any time, at the Lender's sole
      discretion, any payment received by Lender in respect of any Guaranteed
      Obligations, and payment to the Lender of the amount so refunded shall be
      fully guaranteed hereby even though prior thereto this Guaranty shall have
      been cancelled or surrendered (or any lien, security interest or other
      collateral shall have been released or terminated by virtue thereof), and
      such prior cancellation or surrender (or release or termination) shall not
      diminish, release, discharge, impair or otherwise affect the obligations
      of the Guarantor hereunder in respect of the amount so refunded (and any
      lien, security interest or other collateral so released or terminated
      shall be reinstated with respect to such obligations).

      B. The Guarantor hereby agrees that its obligations under this Guaranty
are absolute and unconditional and shall not be discharged or otherwise affected
as a result of:


                                       -8-


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            (i) the invalidity or unenforceability of any security for or other
      guaranty of all or any part of the Guaranteed Obligations or of any
      promissory note or other agreement, document or instrument (including,
      without limitation, the Loan Agreement and the Financing Agreements)
      evidencing or in respect of all or any part of the Guaranteed Obligations,
      or the lack of perfection or continuing perfection or failure of priority
      of any security for all or any part of the Guaranteed Obligations or any
      other guaranty therefor;

            (ii) the absence of any attempt to collect the Guaranteed
      Obligations, or any portion thereof, from the Borrower or any other
      guarantor or other action to enforce the same;

            (iii) any failure by the Lender to acquire, perfect and maintain any
      security interest in, or to preserve any rights to, any security or
      collateral for all or any part of the Guaranteed Obligations or any
      guaranty therefor;

            (iv) any election by the Lender in any proceeding instituted under
      Chapter 11 of Title 11 of the United States Code (11 U.S.C. ss. 101 et
      seq.) (the "Bankruptcy Code");

            (v) any borrowing or grant of a security interest by the Borrower,
      as debtor-in-possession, or extension of credit, under the Bankruptcy
      Code;

            (vi) the disallowance, under the Bankruptcy Code, of all or any
      portion of the Lender's claim(s) for repayment of the Guaranteed
      Obligations;

            (vii) any use of cash collateral under the Bankruptcy Code;


                                       -9-


<PAGE>

            (viii) any agreement or stipulation as to the provision of adequate
      protection in any bankruptcy proceeding;

            (ix) the avoidance of any lien in favor of the Lender for any
      reason;

            (x) any bankruptcy, insolvency, reorganization, arrangement,
      readjustment of debt, liquidation or dissolution proceeding commenced by
      or against the Borrower, the Guarantor or any other guarantor, maker or
      endorser, including without limitation, any discharge of, or bar or stay
      against collecting or accelerating, all or any of the Guaranteed
      Obligations (or any interest thereon) in or as a result of any such
      proceeding;

            (xi) any failure by the Lender to file or enforce a claim against
      the Borrower or its estate in any bankruptcy or insolvency case or
      proceeding;

            (xii) any action taken by the Lender that is authorized by this
      Guaranty;

            (xiii) any election by the Lender under Section 9-501(4) of the
      Uniform Commercial Code as enacted in any relevant jurisdiction as to any
      security for the Guaranteed Obligations or any guaranty of all or any part
      of the Guaranteed Obligations; or

            (xiv) any other circumstance which might otherwise constitute a
      legal or equitable discharge or defense of a guarantor.

      C. Until the Guaranteed Obligations shall have been paid and performed in
full and all of the Financing Agreements shall have been terminated, the
Guarantor shall have no right of subrogation and hereby waives any right to


                                      -10-


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enforce any remedy which the Lender now has or may hereafter have against the
Borrower or any guarantor of all or any part of the Guaranteed Obligations, and
the Guarantor hereby waives any benefit of, and any right to participate in, any
security or collateral given to the Lender to secure payment or performance of
any of the Guaranteed Obligations or any other liability of the Borrower to the
Lender. The Guarantor further agrees that any and all claims of the Guarantor
against the Borrower or any guarantor of all or any part of the Guaranteed
Obligations, or against any of their respective properties, arising by reason of
this Guaranty, including without limitation by reason of any payment by the
Guarantor to the Lender pursuant to the provisions hereof, shall be subordinate
and subject in right of payment to the prior payment, in full, of all principal
and interest, all reasonable costs of collection (including attorneys' and
paralegals' fees) and payment and performance in full of any other liabilities
or obligations to the Lender by the Borrower, including without limitation the
Liabilities, which may arise either with respect to or on any Financing
Agreement or any other note, instrument, document, item, agreement or other
writing heretofore, now or hereafter delivered to the Lender. The Guarantor
further waives:

            (i) any requirements of diligence or promptness on the part of the
      Lender;

            (ii) presentment, demand for payment or performance and protest and
      notice of protest with respect to the Guaranteed Obligations or any
      guaranty with respect thereto;

            (iii) notices (a) of nonperformance, (b) of acceptance of this
      Guaranty, (c) of default in respect of the Guaranteed Obligations, (d) of
      the existence, creation or incurrence of new or additional indebtedness,
      arising either from additional loans extended to the Borrower or
      otherwise, (e) that the principal amount, or any 


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<PAGE>

      portion thereof, and/or any interest on any document or instrument
      evidencing all or any part of the Guaranteed Obligations is due, (f) of
      any and all proceedings to collect from the Borrower, any maker, endorser
      or any other guarantor of all or any part of the Guaranteed Obligations or
      from anyone else, and (g) of exchange, sale, surrender or other handling
      of any security or collateral given to the Lender to secure payment of the
      Guaranteed Obligations or any guaranty therefor;

            (iv) any right to require the Lender to (a) proceed first against
      the Borrower or any other Person whatsoever, (b) proceed against or
      exhaust any security given to or held by the Lender in connection with the
      Guaranteed Obligations, or (c) pursue any other remedy in the Lender's
      power whatsoever;

            (v) any defense arising by reason of (a) any disability or other
      defense of the Borrower, (b) the cessation from any cause whatsoever of
      the liability of the Borrower, (c) any act or omission of the Lender or
      others which directly or indirectly, by operation of law or otherwise,
      results in or aids the discharge or release of the Borrower or any
      security given to or held by the Lender in connection with the Guaranteed
      Obligations;

            (vi) any and all other suretyship defenses under applicable law; and

            (vii) the benefit of any statute of limitations affecting the
      Guaranteed Obligations or the Guarantor's liability hereunder or the
      enforcement hereof.

In connection with the foregoing, the Guarantor covenants that this Guaranty
shall not be discharged, except by 


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<PAGE>

complete performance of the obligations contained herein and the payment and
discharge in full of all of the Liabilities and termination of all Financing
Agreements (including without limitation any commitments with respect to the
Liabilities). All waivers granted by the Guarantor hereunder shall be
unconditional and irrevocable irrespective of whether the Guaranteed Obligations
have been paid in full by the Guarantor or any other party.

      D. The Guarantor hereby assumes responsibility for keeping itself informed
of the financial condition of the Borrower, of any and all endorsers and/or
other guarantors of all or any part of the Guaranteed Obligations and of all
other circumstances bearing upon the risk of nonpayment and nonperformance of
the Guaranteed Obligations, or any part thereof, and the Guarantor hereby agrees
that the Lender shall not have any duty to advise the Guarantor of information
known to the Lender regarding such condition or any such circumstances. In the
event the Lender, in its sole discretion, undertakes at any time or from time to
time to provide any such information to the Guarantor, the Lender shall not have
any obligation (i) to undertake any investigation, whether or not a part of its
regular business routine, (ii) to disclose any information which the Lender
wishes to maintain confidential or (iii) to make any other or future disclosures
of such information or any other information of the Guarantor.

      E. The Guarantor shall not take any action which would, directly or
indirectly, result in an Event of Default or Default under the Loan Agreement.

      4. Default; Remedies.

      A. The obligations of the Guarantor hereunder are independent of and
separate from the Guaranteed Obligations and the obligations of any other
guarantor of the Guaranteed Obligations or any other Person. If any of the
Guaranteed Obligations are not paid when due, or upon the occurrence and during
the continuance of any Default, the Lender may, 


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<PAGE>

at its sole election, proceed directly and at once, without notice, against the
Guarantor to collect and recover the full amount or any portion of the
Guaranteed Obligations then due, without first proceeding against the Borrower,
any other guarantor of all or part of the Guaranteed Obligations or any other
Person, or against any Collateral or any other security for the Guaranteed
Obligations or the obligations of the Guarantor or any other guarantor under any
guaranty; provided, however, if any Default specified in Subsection 8.1(G), (H),
(I) or (J) of the Loan Agreement shall occur and be continuing, the Guarantor
shall, at the option of the Lender, pay to the Lender the full amount which
would be payable under this Guaranty, if all of the Liabilities were then due
and payable.

      B. The Guarantor hereby authorizes and empowers the Lender, in its sole
discretion, without any notice (except notices required by law to the extent
such notice as a matter of law may not be waived) or demand to the Guarantor
whatsoever and without affecting the obligations of the Guarantor hereunder, to
exercise any right or remedy which the Lender may have available to it,
including, but not limited to, foreclosure by one or more judicial or
nonjudicial sales, and to the extent permitted by applicable law, the Guarantor
hereby waives any defense to the recovery by the Lender against the Guarantor of
any deficiency after such action and the Guarantor expressly waives any defense
or benefits that may be derived from statutes and laws relating thereto. No
exercise by the Lender of, and no omission of the Lender to exercise, any power
or authority recognized herein and no impairment or suspension of any right or
remedy of the Lender against the Guarantor, any other guarantor, maker or
endorser or any security shall in any way suspend, discharge, release, exonerate
or otherwise affect any of the Guarantor's obligations hereunder or give to the
Guarantor any right of recourse against the Lender.

      C. The Guarantor consents and agrees that the Lender shall not be under
any obligation to make any demand upon or pursue or exhaust any of its rights or
remedies against the 


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<PAGE>

Borrower or any other guarantor or any other Person with respect to the
Guaranteed Obligations, or to pursue or exhaust any of its rights or remedies
with respect to any security therefor, or any direct or indirect guaranty
thereof or any security for any such guaranty, or to marshal any assets in favor
of the Guarantor or against or in payment of any or all of the Guaranteed
Obligations or to resort to any security or any such guaranty in any particular
order. All of the Lender's rights and remedies provided for herein, in the Loan
Agreement and the other Financing Agreements or otherwise available to the
Lender under app and non-exclusive to the extent permitted by law. Without
limiting the generality of the foregoing, to the extent permitted by applicable
law, the Guarantor hereby agrees that it will not invoke or utilize any law
which might cause delay in or impede the enforcement of the rights under this
Guaranty or any of the Financing Agreements.

      D. Demand, presentment, protest and notice of nonpayment are hereby waived
by the Guarantor. The Guarantor also waives the benefit of all valuation,
appraisal and exemption laws.

      5. Miscellaneous.

      A. This Guaranty shall be irrevocable. If notwithstanding the provisions
of this Guaranty, the Guarantor is entitled by law to revoke or terminate this
Guaranty other than as is expressly provided for herein, the Guarantor agrees
that this Guaranty shall continue in full force and effect and any such
revocation or termination shall not become effective until at least thirty (30)
days after written notice of revocation of this Guaranty, specifically referring
hereto (and identifying the effective date (the "Revocation Date") of such
revocation which shall be at least thirty (30) days after the Lender's receipt
thereof), signed by the Guarantor, is given to the Lender and is actually
received by the Lender. Such revocation shall not affect the right and power of
the Lender to enforce rights arising prior to the Revocation Date. If, in


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reliance on this Guaranty, the Lender makes loans or takes other action after
the revocation by the Guarantor but prior to the Revocation Date, the rights of
the Lender with respect thereto shall be the same as if such revocation had not
occurred.

      B. This Guaranty shall be binding upon the Guarantor and upon its
successors and assigns and shall inure to the benefit of the Lender and its
successors and assigns; all references herein to the Borrower and to the
Guarantor shall be deemed to include their respective successors and assigns and
all references herein to the Lender shall be deemed to include its successors
and assigns. The Borrower's successors and assigns shall include, without
limitation, a receiver, trustee or debtor-in-possession of or for the Borrower.
This Guaranty shall be enforceable by Lender or any of Lender's successors or
assigns and any such successors and assigns shall have the same rights and
benefits as the Lender hereunder. Notwithstanding anything herein to the
contrary, the Guarantor may not assign or otherwise transfer its rights or
obligations under this Guaranty without the prior written consent of the Lender.

      C. All references to the singular shall be deemed to include the plural
where the context so requires. All representations, warranties and covenants
contained herein shall survive the execution and delivery of this Guaranty, the
transfer by the Lender of any interest in the Guaranteed Obligations or under
the Financing Agreements, and may be relied upon by any assignee or successor of
the Lender, regardless of any investigation made at any time by or on behalf of
the Lender or any such assignee or successor. The Guarantor acknowledges the
Lender's acceptance hereof and reliance hereon.

      D. No course of dealing and no delay on the part of the Lender in the
exercise of any right or remedy shall operate as a waiver thereof, and no single
or partial exercise by the Lender of any right or remedy shall preclude any
further exercise thereof, nor shall any modification or


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waiver of any of the provisions of this Guaranty be binding upon the Lender,
except as expressly set forth in a writing duly signed and delivered by the
Lender. The Lender's failure at any time or times hereafter to require strict
performance by the Borrower or the Guarantor or any other Person of any of the
provisions, warranties, terms and conditions contained in the Loan Agreement,
any of the other Financing Agreements or any promissory note, security
agreement, agreement, guaranty, instrument or document now or at any time or
times hereafter executed by the Borrower or the Guarantor or any other Person
and delivered to the Lender shall not waive, affect or diminish any right of the
Lender at any time or times hereafter to demand strict performance thereof and
such right shall not be deemed to have been waived by any act or knowledge of
the Lender, or its agents, officers or employees, unless such waiver is
contained in an instrument in writing signed by any authorized officer or agent
of the Lender and directed to the Borrower or the Guarantor or other Person, as
the case may be, specifying such waiver. All Defaults under the Loan Agreement
and all defaults under this Guaranty shall continue until the same are waived in
a writing directed to the Guarantor in accordance with this paragraph 5.D. No
waiver of any default shall operate as a waiver of any other default or the same
default on a future occasion, and no action by the Lender permitted hereunder
shall in any way affect or impair the Lender's rights or the obligations of the
Guarantor under this Guaranty. Any determination by a court of competent
jurisdiction of the amount of any principal and/or interest owing by the
Borrower to the Lender shall be conon the Guarantor irrespective of whether it
was a party to the suit or action in which such determination was made (unless
such determination was made as a result of a default judgment in a proceeding in
which Borrower did not appear).

      E. THIS GUARANTY SHALL BE DEEMED TO HAVE BEEN EXECUTED, AND WAS DELIVERED
AND ACCEPTED, IN CHICAGO, ILLINOIS. THIS GUARANTY SHALL BE CONSTRUED IN ALL
RESPECTS IN ACCORDANCE WITH, AND GOVERNED BY, AND ANY DISPUTE BETWEEN 


                                      -17-


<PAGE>

THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS GUARANTY AND
WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN
ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW
PROVISIONS) AND DECISIONS OF THE STATE OF ILLINOIS.

      F. WHENEVER POSSIBLE, EACH PROVISION OF THIS GUARANTY SHALL BE INTERPRETED
IN SUCH A MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY
PROVISION OF THIS GUARANTY SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE
LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION
OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE
REMAINING PROVISIONS OF THIS GUARANTY.

      G. (I) EXCEPT AS PROVIDED IN SUBPARAGRAPH 5.G(II) BELOW, ALL DISPUTES
BETWEEN THE GUARANTOR AND THE LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO,
OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH
THIS GUARANTY AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL
BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN COOK COUNTY, ILLINOIS,
BUT RECOGNIZING THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE BY A COURT
LOCATED OUTSIDE OF COOK COUNTY, ILLINOIS. THE GUARANTOR WAIVES IN ALL DISPUTES
ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE
DISPUTE.

      (II) THE GUARANTOR AGREES THAT THE LENDER SHALL HAVE THE RIGHT TO PROCEED
AGAINST THE GUARANTOR OR ITS PROPERTY ("PROPERTY") IN A COURT IN ANY LOCATION TO
ENABLE THE LENDER TO REALIZE ON ANY SECURITY FOR THE GUARANTEED OBLIGATIONS OR
THE GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY, OR TO ENFORCE A JUDGMENT OR
OTHER COURT ORDER ENTERED IN FAVOR OF THE LENDER. THE GUARANTOR AGREES THAT IT
WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY THE
LENDER TO REALIZE ON THE PROPERTY OR ANY SECURITY FOR THE GUARANTEED OBLIGATIONS
OR THE GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY, OR TO ENFORCE A JUDGMENT OR
OTHER COURT 


                                      -18-


<PAGE>

ORDER IN FAVOR OF THE LENDER. THE GUARANTOR WAIVES ANY OBJECTION THAT IT MAY
HAVE TO THE LOCATION OF THE COURT IN WHICH LENDER HAS COMMENCED A PROCEEDING
DESCRIBED IN THIS PARAGRAPH 5.G.

      H. THE GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS
UPON IT AND IRREVOCABLY APPOINTS CT CORPORATION SYSTEM, 208 S. LASALLE STREET,
CHICAGO, ILLINOIS 60604, GUARANTOR'S AGENT, AS THE GUARANTOR'S AGENT FOR THE
PURPOSE OF ACCEPTING ON BEHALF OF THE GUARANTOR SERVICE OF PROCESS WITHIN THE
STATE OF ILLINOIS (THE "SP AGENT"). THE LENDER AGREES TO PROMPTLY FORWARD BY
REGISTERED MAIL (NO RETURN RECEIPT REQUIRED) A COPY OF ANY PROCESS SO SERVED BY
IT UPON THE SP AGENT TO THE GUARANTOR AT ITS ADDRESS SET FORTH IN PARAGRAPH 5.O
BELOW. THE GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS AS AFORESAID. THE
GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF THE
COURTS REFERRED TO IN PARAGRAPH 5.G ABOVE IN ANY SUCH ACTION OR PROCEEDING BY
MAILING COPIES OF SUCH SERVICE BY REGISTERED MAIL, POSTAGE PREPAID TO THE
GUARANTOR AT SAID ADDRESS. NOTHING IN THIS GUARANTY SHALL AFFECT THE RIGHT OF
THE LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. ANY FAILURE TO
RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS.

      I. THE GUARANTOR AND THE LENDER WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE
IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE,
BETWEEN THE GUARANTOR AND LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
GUARANTY OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION THEREWITH OR THE TRANSACTIONS RELATED THERETO. ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
AND ANY PERSON MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS GUARANTY WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.


                                      -19-


<PAGE>

      J. THE GUARANTOR WAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF THE
LENDER IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO OBTAIN
POSSESSION OF, REPLEVY, ATTACH, OR LEVY UPON ANY SECURITY FOR THE GUARANTEED
OBLIGATIONS OR THE GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY, TO ENFORCE ANY
JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE LENDER, OR TO ENFORCE BY
SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT
INJUNCTION, THIS GUARANTY, OR ANY OF THE OTHER AGREEMENT OR DOCUMENT BETWEEN THE
LENDER AND THE GUARANTOR.

      K. This Guaranty contains all the terms and conditions of the agreement
between the Lender and the Guarantor relating to the subject matter hereof. The
terms or provisions of this Guaranty may not be waived, altered, modified or
amended except in a writing duly executed by the party to be charged thereby.

      L. Neither the Lender nor any of its affiliates, directors, officers,
agents, attorneys or employees shall be liable to the Guarantor for any action
taken, or omitted to be taken, by it or them or any of them under this Guaranty,
the Loan Agreement or the Financing Agreements or in connection herewith or
therewith.

      M. The Guarantor warrants and agrees that each of the waivers set forth in
this Guaranty are made with full knowledge of their significance and
consequences and that, under the circumstances, the waivers are reasonable. If
any of said waivers are determined to be contrary to any applicable law or
public policy, such waivers shall be effective to the maximum extent permitted
by law. Should any one or more provisions of this Guaranty be determined to be
illegal or unenforceable, all other provisions hereof shall nevertheless remain
effective.

      N. Captions are for convenience only and shall not affect the meaning of
any term or provision of this Guaranty.


                                      -20-


<PAGE>

      O. Except as otherwise expressly provided herein, any notice required or
desired to be served, given or delivered hereunder shall be in writing, and
shall be deemed to have been validly served, given or delivered (i) five (5)
days after deposit in the United States mails, with proper postage prepaid, (ii)
when sent after receipt of confirmation or answerback if sent by telecopy, or
other similar facsimile transmission, (iii) one (1) Business Day after deposited
with a reputable overnight courier with all charges prepaid, or (iv) when
delivered, if hand-delivered by messenger, all of which shall be properly
addressed to the Person to be notified and sent to the address or number
indicated as follows:

            (i)   If to the Lender at:

                  American National Bank and
                   Trust Company of Chicago
                  33 North LaSalle Street
                  Chicago, Illinois 60690
                  Attention: Dennis E. Harrison
                  Telecopy: 312/661-6929
                  Confirmation: 312/661-5707

            (ii)  If to the Guarantor at:

                  Hauppauge Record Manufacturing Ltd.
                  15 Gilpin Avenue
                  Hauppauge, New York  11788
                  Attention:  George Fishman
                  Telecopy:  516/234-0346
                  Confirmation:  516/234-0200

                  with a copy of such notice to:

                  Warshaw Burstein Cohen Schlesinger
                    & Kuh, L.L.P
                  555 Fifth Avenue
                  New York, New York 10017
                  Attention: Frederick R. Cummings, Jr., Esq.


                                      -21-


<PAGE>

                  Telecopy:   212/972-9150
                  Confirmation: 212/984-7807

or to such other address or number as the Guarantor or the Lender designates to
the other in the manner herein prescribed.

      P. The Guarantor acknowledges that any breach by the Guarantor of any of
the provisions of this Guaranty will cause irreparable injury to the Lender and
there is no adequate remedy at law for a breach of the provisions of this
Guaranty. The Guarantor agrees that the Lender will have the immediate right,
upon such breach, to obtain temporary and permanent injunctive relief in any
such case without the necessity of proving actual damages and that the granting
of any such relief shall not preclude the Lender from pursuing any other
available relief or remedies for such breach.

      Q. This Guaranty may be executed and accepted in any number of
counterparts each of which shall be an original with the same effect as if the
signatures thereto and hereto were on the same instrument. The delivery of an
executed counterpart of a signature page or acceptance to this Guaranty by
telecopier shall be effective as delivery of a manually executed counterpart of
this Guaranty.

      R. THE GUARANTOR ACKNOWLEDGES AND REPRESENTS TO THE LENDER THAT IT HAS
BEEN REPRESENTED AND ADVISED BY COUNSEL TO THE EXTENT GUARANTOR HAS DEEMED
ADVISABLE WITH RESPECT TO THIS GUARANTY AND THE OTHER FINANCING AGREEMENTS TO
WHICH IT IS A PARTY, THE TRANSACTIONS GOVERNED BY THIS GUARANTY AND THE OTHER
FINANCING AGREEMENTS.

      S. This Guaranty shall become effective at the Effective Time.

      T. The Original Guaranty is amended and restated in its entirety in the
form hereof as of the effectiveness of this Guaranty; provided, however, any
representations and


                                      -22-


<PAGE>

warranties made by the Guarantor to the Lender shall survive the execution and
delivery hereof.

      IN WITNESS WHEREOF, the Guarantor has made this Guaranty as of the date
first above written.

                              HAUPPAUGE RECORD MANUFACTURING LTD.


                              By: /s/ George Fishman
                                  ------------------
                              Title:  Chief Executive Officer



Acknowledged and agreed to in Chicago,
Illinois, as of this 30th day of
October, 1996:

AMERICAN NATIONAL BANK AND
  TRUST COMPANY OF CHICAGO


By:  /s/ Catherine Saccany
     ---------------------
Title:   Vice President


                                      -23-