EMPLOYMENT AGREEMENT


         This Agreement is entered into as of this 1st day of May, 2002, by and
between Dean Cirielli ("Employee"), and Hauppauge Digital Inc. of 91 Cabot
Court, Hauppauge, ("Hauppauge") New York, hereinafter collectively referred to
as "the parties" or "we."


         As Hauppauge desires to employ Employee and Employee desires to be
employed by Hauppauge as President and Chief Operating Officer, and we mutually
wish to define the duties and responsibilities of each of us herein, it is
therefore agreed:

     1. Employment and Duties:  Hauppauge  hereby employs  Employee and Employee
agrees to be employed by  Hauppauge as of the date of this  Agreement.  Employee
shall perform such duties as are required in his position as President and Chief
Operating Officer and such other duties as mutually agreed.


     2. Term: The Term of this Agreement  shall begin not later than the date of
this Agreement and shall terminate,  except for those clauses  contained in this
Agreement  regarding post employment  obligations which shall survive Employee's
employment,  on the earlier of (i) two years after the signing of this Agreement
or (ii) any one of the following:

     a)   The death,  permanent  disability resulting in Employee's inability to
          satisfactorily  perform the essential functions of President and Chief
          Operating Officer,  or adjudication of physical or mental incompetence
          by a medical board, authority or practitioner.

     b)   Immediately  upon written  notice of  termination  by the Employer for
          cause (cause as defined in Par. 2 (e)(1) herein).

     c)   Upon the  expiration  of 90 days  after  Hauppauge  has  notified  the
          Employee in writing of his termination  without cause pursuant to Par.
          2(e) (2).

     d)   Upon the expiration of 90 days after Hauppauge receives written notice
          of voluntary  resignation  by Employee in  accordance  with Par.  2(f)
          below.

     e)   Hauppauge's Termination of Employee:

          (1) For Cause: In the event that Employee shall have (a) committed any
          act of dishonesty material with respect to Hauppauge or its employees,
          (b)  been  convicted  of a crime  involving  moral  turpitude,  or (c)
          intentionally  disregarded  the  provisions  of this  Agreement or the
          express  instructions  of Hauppauge  with respect to matters of policy
          continuing  (in the case of  clause  (c) for a period of not less than
          thirty  (30) days  after  notice  of such  disregard),  Hauppauge  may
          terminate this Agreement and the Employee's  employment with Hauppauge
          effective  at  such  date  as it  shall,  in  its  sole

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          and absolute discretion,  specify in a written notice to Employee. Any
          such  termination by Hauppauge shall be deemed to be termination  "for
          cause." Upon delivery to Employee of such  termination,  together with
          payment  of  any  salary  accrued  under  Par.  3  hereof,  Employee's
          employment and all obligations of Hauppauge pursuant to this Agreement
          shall forthwith terminate.  Any termination for cause pursuant to this
          said Clause shall not prejudice any accrued  rights that Hauppauge may
          have against the Employee.  In the event  Employee is  terminated  for
          cause, he will not be eligible for the termination  payments  provided
          for in Par. 2(g).

          (2) Without Cause:  Employee's  employment hereunder may be terminated
          at any time by  Hauppauge  without  cause upon 90 days  prior  written
          notice to the Employee,  subject to the termination payment provisions
          of Par. 2(g) hereof.

     f)   Employee's  Termination:  Employee may terminate his employment at any
          time upon (90) days prior written notice to Hauppauge.  Simultaneously
          with such notice, Employee shall inform Hauppauge in writing as to his
          employment  plans  following the  termination of his  employment  with
          Hauppauge.

          In the event Employee  terminates his  employment  because,  there has
          been:   1)  a   material   downgrading   in   Employee's   duties   or
          responsibilities,  2) a  permanent  change  in  Hauppauge's  principal
          office to a location not within 20 miles of its present  locationor 3)
          any permanent  relocation of Employee to a place of business more than
          20 miles of its present  location.  Employee  shall be entitled to the
          compensation provided for in Par. 2(g) upon such termination.

     g)   Termination Payments- Discharge Without Cause: If Hauppauge terminates
          Employee's  employment  prior  to the end of the  Term  without  cause
          pursuant to Par. 2(e)(2) or Employee tenders his resignation  pursuant
          to Par. 2(f) because of 1) a material downgrading in Employee's duties
          or  responsibilities,  2) a permanent change in Hauppauge's  principal
          office to a location not within 20 miles of its present location or 3)
          any permanent  relocation of Employee to a place of business more than
          20 miles of its  present  location,  Employee  shall  be  entitled  to
          termination  payments  totaling twelve (12) months of Base Salary then
          in effect,  with such  payment  to be made in a lump sum within  sixty
          (60)  days of  termination.  No  payments  shall  be made  under  this
          provision if the Employee's  employment is terminated by reason of the
          expiration  of the  Term  of this  Agreement.  This  sub-clause  shall
          survive any  termination  of this  Agreement and shall expire upon the
          said payment being made to the Employee in full and final satisfaction
          of Hauppauge's obligation to Employee.


     3. Compensation:


     a)   Salary: Employee will be paid an annual Base Salary of $175,000.00 for
          the first year of this Agreement,  with annual performance evaluations
          and  upward   adjustments   to  Base  Salary  as   determined  by  the
          Compensation Committee of the Board of Directors,  based on Employee's
          performance.  Base Salary  shall not be adjusted  downward  during the
          term of this Agreement.


     b)   Bonuses:  Employee  shall receive a yearly bonus  totaling one percent
          (1%) of the operating income of Hauppauge,  provided that earnings are
          at least 120% of the prior fiscal year's earnings.

     c)   Stock  Options:  Employee  shall  receive a  reasonable  stock  option
          package, commensurate with the level of his position, to be determined
          and set forth in writing within 60 days of the date of this Agreement.
          The Stock Option  Package will be governed by the terms and conditions
          of  the  2000  ISO or  Non  Qualified  Stock  Option  Plan,  whichever
          appropriate, as approved by the Hauppauge Digital Inc.'s shareholders.

     d)   Benefits:  At all times during the Term, Employee shall have the right
          to  participate in and receive  benefits under and in accordance  with
          the  then-current   provisions  of  all  incentive,   profit  sharing,
          retirement,   life,   disability,   health  and  accident   insurance,
          hospitalization  and other  incentive  and  benefit  plans or programs
          (except for any such plan in which the President  may not  participate
          pursuant to the terms of such plan,  or which calls for vesting  after
          term of  employment)  which  Hauppaugemay  at any time or from time to
          time  have in effect  for  executive  employees  of  Hauppauge  or its
          subsidiaries,  Employee's  participation to be on a basis commensurate
          with  other   executive   employees   considering   their   respective
          responsibilities and compensation.  Employee shall also be entitled to
          be  reimbursed  for all  reasonable  expenses  incurred  by him in the
          performance of his duties hereunder. Employee shall receive 10 days of
          paid  vacation per year with an  additional  day after  completion  of
          every year of service  with  Hauppaugesubject  to a maximum of 15 paid
          vacation days annually.

     e)   Relocation   Reimbursement:   Hauppauge   shall  pay  all   reasonable
          relocation costs for Employee,  provided that such relocation expenses
          are approved in advance by the Board of Directors.

     f)   Housing expenses:  Until Employee  relocates to the Hauppauge New York
          area which is anticipated to be within 6 months of joining  Hauppauge,
          Hauppauge  agrees to pay  reasonable  housing  expenses.  To this end,
          Hauppauge  will  arrange for either hotel  accommodations  from Monday

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          through  Friday or for the use of an apartment  with the  provision of
          utilities, electricity and the use of telephone services only.

     4. Other Agreements: Employee warrants that the performance of the terms of
this  Agreement  will not  conflict  with or result  in the  breach of any other
agreement to which Employee is a party or by which  Employee is bound.  Employee
will enter into a separate  Confidentiality and  Non-Competition  Agreement with
Hauppauge, on such terms as would be agreed between with the parties.


     5. Waiver:  The waiver by either party of a breach of any provision of this
Agreement  shall not  operate or be  constructed  as a waiver of any  subsequent
breach thereof.

     6.  Assignment:  The rights and benefits of Hauppauge  under this Agreement
shall be transferable, and all covenants and agreements hereunder shall inure to
the benefit of, and be enforceable  by its  successors and assigns.  Hauppauge's
successors  and assigns shall be bound by this  agreement to the benefit of, and
such provisions shall be enforceable by, Employee.

     7.  Applicable  Law: This Agreement shall be governed by and constructed in
accordance with the substantive and procedural laws of the State of New York.

     8. Severability: The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provision.

     9.  Arbitration:  Any dispute between  Hauppauge and Employee  arising from
this Agreement  shall be submitted to the American  Arbitration  Association for
arbitration in accordance with the rules of the American Arbitration Association
within one (1) year of the date on which the party demanding  arbitration  first
had notice of the claim.

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



Employee                                              Hauppauge Digital, Inc.

/s/ Dean Cirielli                                     /s/ Kenneth Plotkin
----------------------                                ------------------------
Dean Cirielli                                         Kenneth Plotkin,
                                                      Chief Executive Officer