THIS LEASE made the 17 day of Feb. 2004 between

LADOKK REALTY CO., LLC, 91 Cabot Court, Hauppauge, New York 11788

hereinafter referred to as LANDLORD, and HAUPPAUGE COMPUTER WORKS, INC., 91

Cabot Court, Hauppauge, New York 11788

hereinafter jointly, severally and collectively referred to as TENANT.

          WITNESSETH,  that the Landlord  hereby  leases to the Tenant,  and the
Tenant  hereby  hires  and  takes  from  the  Landlord  situated  in the Town of
Smithtown,  County  of  Suffolk,  State of New  York,  100% of  premises  in the
building  known  as 91 Cabot  Court,  Hauppauge,  New York  11788 to be used and
occupied by the Tenant as an office and factory for the  manufacture and sale of
computer products and related business.

and for no other  purpose for a term to commence on February 17, 2004 and to end
on February 16, 2009 unless sooner  terminated as hereinafter  provided,  at the
ANNUAL RENT of THREE HUNDRED & SIXTY THOUSAND ($360,000) DOLLARS

all payable in equal monthly  installments of THIRTY THOUSAND  ($30,000) DOLLARS
in advance on the first day of each and every  calendar  month during said term,
except the first installment, which shall be paid upon the execution hereof.

     THE TENANT JOINTLY AND SEVERALLY COVENANTS:

     FIRST: That the Tenant will pay the rent as above provided.

     SECOND:  That,  throughout  said term the Tenant will take good care of the
demised premises, fixtures and appurtenances, and all alterations, additions and
improvements  to either;  make all  repairs in and about the same  necessary  to
preserve  them in good order and  condition,  which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs;
suffer no waste or injury;  give prompt  notice to the Landlord of any fire that
may occur;  execute  and comply with all laws,  rules,  orders,  ordinances  and
regulations  at any time issued or in force (except those  requiring  structural
alterations),  applicable to the demised premises or to the Tenant's  occupation
thereof,  of the  Federal,  State  and local  Governments  and of each and every
department,  bureau  and  official  thereof,  and of the New York  Board of Fire
Underwriters;  permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection  and to  exhibit  them for  purposes  of sale or  rental;  suffer the
Landlord to make repairs and  improvements to all parts of the building,  and to
comply with all orders and requirements of governmental  authority applicable to
said building or to any occupation  thereof;  suffer the Landlord to erect, use,
maintain,  repair and replace pipes and conduits in the demised  premises and to
the floors above and below; forever indemnify and save harmless the Landlord for
and against any and all liability,  penalties,  damages, expenses and judgements
arising  from  injury  during  said term to person or  property  of any  nature,
occasioned  wholly or in part by any act or acts,  omission or  omissions of the
Tenant,  or of the employees,  guests,  agents,  assigns or  undertenants of the
Tenant and also for any matter or thing  growing  out of the  occupation  of the
demised  premises  or of the  streets,  sidewalks  or vaults  adjacent  thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain  unmolested  in a  conspicuous  place
upon the exterior of the demised  premises;  repair, at or before the end of the
term, all injury done by the  installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised  premises with all
alterations, additions and improvements in good order and condition.

     THIRD:  That  the  Tenant  will not  disfigure  or  deface  any part of the
building,  or suffer the same to be done,  except so far as may be  necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not  obstruct,  or permit the  obstruction  of the  street or the  sidewalk
adjacent thereto;  will not do anything,  or suffer anything to be done upon the
demised  premises  which  will  increase  the  rate of fire  insurance  upon the
building or any of its contents, or be liable to cause structural injury to said
building;  will not permit the accumulation of waste or refuse matter,  and will
not,  without the written  consent of the Landlord  first obtained in each case,
either  sell,  assign,  mortgage or transfer  this lease,  underlet  the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by  anybody  other  than  the  Tenant  and  the  Tenant's  employees,  make  any
alterations  in the  demised  premises,  use the  demised  premises  or any part
thereof for any purpose  other than the one first above  stipulated,  or for any
purpose deemed extra  hazardous on account of fire risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls,  stairway or entrances to the building,  and will not erect or
inscribe  any sign,  signals  or  advertisements  unless and until the style and
location  thereof have been approved by the  Landlord;  and if any be erected or
inscribed without such approval, the Landlord may remove the same.

     IT IS MUTUALLY COVENANTED AND AGREED, THAT

     FOURTH: If the demised premises shall be partially damaged by fire or other
cause  without  the fault or neglect of Tenant,  Tenant's  servants,  employees,
agents,  visitors  or  licensees,  the  damages  shall be repaired by and at the
expense  of  Landlord  and the rent until  such  repairs  shall be made shall be
apportioned  according  to the part of the demised  premises  which is usable by
Tenant.  But if such  partial  damage is due to the fault or  neglect of Tenant,
Tenant's servants,  employees,  agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer,  the damages shall be repaired by Landlord
but there shall be no  apportionment  or  abatement  of rent.  No penalty  shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord  and/or Tenant,  and for reasonable  delay on account of
"labor troubles",  or any other cause beyond Landlord's  control. If the demised
premises are totally  damaged or are  rendered  wholly  untenantable  by fire or
other cause,  and if Landlord  shall decide not to restore or not to rebuild the
same,  or if the  building  shall be so damaged  that  Landlord  shall decide to
demolish it or to rebuild it, then or in any of such events Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such  decision,  which notice shall be given as in  Paragraph  Twelve  hereof
provided,  and  thereupon  the term of this lease shall  expire by lapse of time
upon the third day after  such  notice is given,  and  Tenant  shall  vacate the
demised  premises and surrender the same to Landlord.  If Tenant shall not be in
default  under this lease  then,  upon the  termination  of this lease under the
conditions  provided  for  in  the  sentence  immediately  preceding,   Tenant's
liability  for rent shall cease as of the day  following  the  casualty.  Tenant
hereby  expressly  waives the provisions of Section 227 of the Real Property Law
and agrees  that the  foregoing  provisions  of this  Article  shall  govern and
control in lieu  thereof.  If the damage or  destruction  be due to the fault or
neglect  of Tenant,  the debris  shall be  removed  by, and at the  expense  of,
Tenant. In the event that the demised premises is damaged by greater than 50% of
the premises and Tenant  cannot  operate  business  and Landlord  cannot  repair
damages within 90 days, Tenant may terminate lease.

     FIFTH:  If the whole or any part of the premises  hereby  demised  shall be
taken or condemned by any competent authority for any public use or purpose then
the term hereby granted shall cease from the time when possession of the part so
taken shall be required  for such public  purpose and without  apportionment  of
award,  the Tenant  hereby  assigning to the Landlord all right and claim to any
such award,  the  current  rent,  however,  in such case to be  apportioned.  If
demised  premises is taken or condemned  more than 25% of  premises,  Tenant may
terminate Lease upon ninety (90) days written notice to Landlord.

     SIXTH: If, before the commencement of the term, the Tenant be adjudicated a
bankrupt,  or make a general  assignment,  or take the benefit of any  insolvent
act, or if a Receiver or Trustee be appointed for the Tenant's  property,  or if
this lease or the estate of the Tenant  hereunder be  transferred  or pass to or
devolve upon any other person or corporation,  or if the Tenant shall default in
the  performance of any agreement by the Tenant  contained in any other lease to
the  Tenant by the  Landlord  or by any  corporation  of which an officer of the
Landlord is a Director, this lease shall thereby, at the option of the Landlord,
be terminated  and in that case,  neither the Tenant nor anybody  claiming under
the Tenant shall be entitled to go into possession of the demised  premises.  If
after the  commencement  of the term, any of the events  mentioned above in this
subdivision  shall occur,  or if Tenant shall make default in fulfilling  any of
the covenants of this lease, other than the covenants for the payment of rent or
"additional  rent" or if the demised  premises  become  vacant or deserted,  the
Landlord may give to the Tenant ten days' notice of intention to end the term of
this lease, and thereupon at the expiration of said ten days' (if said condition
which was the basis of said notice shall  continue to exist) the term under this
lease shall expire as fully and  completely  as if that day were the date herein
definitely  fixed for the  expiration  of the term and the Tenant will then quit
and surrender the demised premises to the Landlord,  but the Tenant shall remain
liable as hereinafter provided.


<PAGE>

     If the Tenant  shall  make  default  in the  payment  of the rent  reserved
hereunder,  or any item of "additional  rent" herein  mentioned,  or any part of
either or in making any other payment herein provided for, or if the notice last
above  provided  for shall  have been given and if the  condition  which was the
basis of said notice shall exist at the expiration of said ten days' period, the
Landlord  may  immediately,  or at any time  thereafter,  re-enter  the  demised
premises  and remove all persons and all or any  property  therefrom,  either by
summary dispossess proceedings,  or by any suitable action or proceeding at law,
or by force or otherwise,  without being liable to  indictment,  prosecution  or
damages  thereafter,  and re-possess  and enjoy said premises  together with all
additions,  alterations and improvements.  In any such case or in the event that
this  lease be  "terminated"  before  the  commencement  of the  term,  as above
provided,  the  Landlord may either  re-let the demised  premises or any part or
parts thereof for the Landlord's own account,  or may, at the Landlord's option,
re-let the  demised  premises  or any part or parts  thereof as the agent of the
Tenant,  and receive the rents therefor,  applying the same first to the payment
of such expenses as the Landlord may have incurred,  and then to the fulfillment
of the  covenants  of the  Tenant  herein,  and  the  balance,  if  any,  at the
expiration of the term first above  provided  for,  shall be paid to the Tenant.
Landlord  may rent the  premises  for a term  extending  beyond the term  hereby
granted without releasing Tenant from any liability.  In the event that the term
of this lease shall expire as above in this  subdivision  "Sixth"  provided,  or
terminate by summary  proceedings  or otherwise,  and if the Landlord  shall not
re-let the demised premises for the Landlord's own account, then, whether or not
the  premises be re-let,  the Tenant  shall  remain  liable for,  and the Tenant
hereby agrees to pay to the Landlord,  until the time when this lease would have
expired but for such termination or expiration,  the equivalent of the amount of
all of the rent and  "additional  rent'  reserved  herein,  less the  avails  of
reletting,  if any,  and the same shall be due and  payable by the Tenant to the
Landlord on the several  rent days above  specified,  that is, upon each of such
rent days the Tenant  shall pay to the Landlord  the amount of  deficiency  then
existing.  The Tenant hereby expressly waives any and all right of redemption in
case the Tenant  shall be  dispossessed  by judgement of warrant of any court or
judge,  and the  Tenant  waives and will waive all right to trial by jury in any
summary proceedings  hereafter  instituted by the Landlord against the tenant in
respect to the demised premises.  The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.

     In the event of a breach or  threatened  breach by the Tenant of any of the
covenants or provisions  hereof, the Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity,  as if re-entry,
summary proceedings and other remedies were not herein provided for.

     SEVENTH:  If the  Tenant  shall  make  default  in the  performance  of any
covenant  herein  contained,  the  Landlord  may  immediately,  or at  any  time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of  mechanic's  lien be filed  against  the  demised  premises or against
premises of which the demised  premises are part,  for, or purporting to be for,
labor or material  alleged to have been furnished,  or to be furnished to or for
the Tenant at the demised  premises,  and if the Tenant  shall fail to take such
action as shall cause such lien to be discharged  within  fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings,  and in the event of such deposit
or bonding  proceedings,  the  Landlord  may require the lienor to  prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim. Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, and any amount as to
which the Tenant shall at any time be in default for or in respect to the use of
water,  electric  current or  sprinkler  supervisory  service,  and any  expense
incurred  or sum of money paid by the  Landlord  by reason of the failure of the
Tenant to comply with any  provision  hereof,  or in defending  any such action,
shall be deemed to be "additional rent" for the demised  premises,  and shall be
due and  payable  by the  Tenant  to the  Landlord  on the first day of the next
following  month,  or, at the  option of the  Landlord,  on the first day of any
succeeding  month. The receipt by the Landlord of any installment of the regular
stipulated rent hereunder or any of said "additional rent" shall not be a waiver
of any other "additional rent" than due.

     EIGHTH: The failure of the Landlord to insist, in any one or more instances
upon a strict  performance of any of the covenants of this lease, or to exercise
any  option  herein  contained,  shall  not  be  construed  as  a  waiver  or  a
relinquishment  for the future of such  covenant  or option,  but the same shall
continue  and remain in full force and effect.  The  receipt by the  Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such  breach and no waiver by the  Landlord  of any  provision  hereof
shall be deemed to have been made unless  expressed in writing and signed by the
Landlord.  Even though the Landlord  shall  consent to an  assignment  hereof no
further  assignment  shall be made  without  express  consent  in writing by the
Landlord.

     NINTH:  If this lease be assigned,  or if the demised  premises or any part
thereof be underlet or  occupied by anybody  other than the Tenant the  Landlord
may collect rent from the assignee,  under-tenant or occupant, and apply the net
amount  collected to the rent herein  reserved,  and no such collection shall be
deemed a waiver of the covenant herein against assignment and under-letting,  or
the acceptance of the assignee, under-tenant or occupant as tenant, or a release
of the Tenant from the further performance by the Tenant of the covenants herein
contained on the part of the Tenant.

     TENTH:  This lease shall be subject and  subordinate  at all times,  to the
lien of the mortgages now on the demised  premises,  and to all advances made or
hereafter to be made upon the security  thereof,  and subject and subordinate to
the lien of any mortgage or mortgages  which at any time may be made a lien upon
the  premises.  The Tenant will execute and deliver such further  instrument  or
instruments  subordinating  this  lease  to the  lien of any  such  mortgage  or
mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant
hereby appoints the Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the Tenant.

     ELEVENTH:  All  improvements  made by the  Tenant  to or upon  the  demised
premises,  except said trade fixtures,  shall when made, at once be deemed to be
attached to the freehold,  and become the property of the  Landlord,  and at the
end or other  expiration of the term, shall be surrendered to the Landlord in as
good  order and  condition  and they were when  installed,  reasonable  wear and
damages by the elements excepted.

     TWELFTH:  Any notice or demand which under the terms of this lease or under
any  statute  must or may be given  or made by the  parties  hereto  shall be in
writing  and  shall  be  given  or made by  mailing  the  same by  certified  or
registered  mail addressed to the respective  parties at the addresses set forth
in this lease.

     THIRTEENTH:  The  Landlord  shall not be liable  for any  failure  of water
supply or electrical current, sprinkler damage, or failure of sprinkler service,
nor for  injury or damage to person or  property  caused by the  elements  or by
other  tenants  or persons in said  building,  or  resulting  from  steam,  gas,
electricity,  water,  rain or snow, which may leak or flow from any part of said
buildings,  or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface,  or from any other place, nor for  interference  with
light or other incorporeal  hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental  authority in  construction of any
public or quasi-public work, neither shall the Landlord be liable for any latent
defect in the building.

     FOURTEENTH: No diminution or abatement of rent, or other compensation shall
be claimed or allowed for inconvenience or discomfort arising from the making of
repairs or improvements to the building or to its appliances,  nor for any space
taken to comply with any law, ordinance or order of a governmental authority. In
respect to the various "services",  if any, herein expressly or impliedly agreed
to be furnished by the Landlord to the Tenant,  it is agreed that there shall be
no  diminution  or  abatement  of the  rent,  or  any  other  compensation,  for
interruption  or  curtailment  of  such  "service"  when  such  interruption  or
curtailment  shall be due to  accident,  alterations  or  repairs  desirable  or
necessary to be made or to inability or difficulty in securing supplies or labor
for the  maintenance  of  such  "service"  or to some  other  cause,  not  gross
negligence on the part of the Landlord.  No such  interruption or curtailment of
any such "service" shall be deemed a constructive  eviction.  The Landlord shall
not be required to furnish, and the Tenant shall not be entitled to receive, any
of such  "services"  during any period wherein the Tenant shall be in default in
respect  to the  payment  of  rent.  Neither  shall  there be any  abatement  or
diminution of rent because of making of repairs,  improvements or decorations to
the  demised  premises  after the date above fixed for the  commencement  of the
term, it being understood that rent shall, in any event, commence to run at such
date so above fixed.

     FIFTEENTH:  The Landlord may  prescribe  and regulate the placing of safes,
machinery,  quantities of  merchandise  and other things.  The Landlord may also
prescribe  and  regulate  which  elevator  and  entrances  shall  be used by the
Tenant's  employees,  and for the Tenant's shipping.  The Landlord may make such
other and further rules and regulations as, in the Landlord's judgment, may from
time to time be needful for the safety, care or cleanliness of the building, and
for the  preservation  of good order  therein.  The Tenant and the employees and
agents of the Tenant will observe and conform to all such rules and regulations.

     SIXTEENTH:  In the event that an  excavation  shall be made for building or
other  purposes  upon  land  adjacent  to  the  demised  premises  or  shall  be
contemplated  to be made,  the  Tenant  shall  afford to the  person or  persons
causing or to cause such excavation,  license to enter upon the demised premises
for the  purpose of doing such work as said  person or persons  shall deem to be
necessary  to  preserve  the wall or walls,  structure  or  structures  upon the
demised premises from injury and to support the same by proper foundations.

     SEVENTEENTH:  No  vaults  or space  not  within  the  property  line of the
building  are  leased  hereunder.  Landlord  makes no  representation  as to the
location of the property  line of the  building.  Such vaults or space as Tenant
may be permitted  to use or occupy are to be used or occupied  under a revocable
license and if such  license be revoked by the Landlord as to the use of part or
all of the vaults or space Landlord shall not be subject o any liability; Tenant
shall not be entitled to any compensation or reduction in rent nor shall this be
deemed  constructive or actual eviction.  Any tax, fee or charge of municipal or
other  authorities  for such vaults or space shall be paid by the Tenant for the
period of the Tenant's use or occupancy thereof.

     EIGHTEENTH:  That during seven months prior to the  expiration  of the term
hereby granted,  applicants shall be admitted at all reasonable hours of the day
to view the premises until rented;  and the Landlord and the  Landlord's  agents
shall be  permitted at any time during the term to visit and examine them at any
reasonable  hour of the day, and workmen may enter at any time,  when authorized
by the Landlord or the Landlord's  agents, to make or facilitate  repairs in any
part of the building;  and if the said Tenant shall not be personally present to
open and permit an entry into said premises, at any time, when for any reason an
entry therein shall be necessary or permissible  hereunder,  the Landlord or the
Landlord's  agents may forcibly enter the same without rendering the Landlord or
such agents liable to any claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord  reasonable care to the Tenant's
property) and without in any manner  affecting the  obligations and covenants of
this lease;  it is, however,  expressly  understood that the right and authority
hereby  reserved,  does not  impose,  nor does the  Landlord  assume,  by reason
thereof,  any responsibility or liability whatsoever for the care or supervision
of said premises,  or any of the pipes,  fixtures,  appliances or  appurtenances
therein contained or therewith in any manner connected.

     NINETEENTH: The Landlord has made no representations or promises in respect
to said building or to the demised premises except those contained  herein,  and
those, if any, contained in some written  communication to the Tenant, signed by
the  Landlord.  This  instrument  may not be changed,  modified,  discharged  or
terminated orally.

     TWENTIETH: If the Tenant shall at any time be in default hereunder,  and if
the Landlord shall institute an action or summary  proceeding against the Tenant
based upon such  default,  then the Tenant will  reimburse  the Landlord for the
expense of attorneys' fees and  disbursements  thereby incurred by the Landlord,
so far as the same are reasonable in amount. Also so long as the Tenant shall be
a tenant hereunder the amount of such expenses shall be deemed to be "additional
rent"  hereunder  and shall be due from the Tenant to the  Landlord on the first
day of the month following the incurring of such respective expenses.

     TWENTY-FIRST:  Landlord shall not be liable for failure to give  possession
of the premises upon  commencement  date by reason of the fact that premises are
not ready for occupancy, or due to a prior Tenant wrongfully holding over or any
other person wrongfully in possession or for any other reason; in such event the
rent shall not commence until possession is given or is available,  but the term
herein shall not be extended.


<PAGE>

THE TENANT FURTHER COVENANTS:

     TWENTY-SECOND:  If the demised  premises or any part  thereof  consist of a
store,  or of a first floor,  or of any part  thereof,  the Tenant will keep the
sidewalk  and curb in front  thereof  clean at all  times and free from snow and
ice, and will keep insured in favor of the Landlord, all plate glass therein and
furnish the Landlord with policies of insurance covering the store.

     TWENTY-THIRD: See Rider

     TWENTY-FOURTH: Omitted

     TWENTY-FIFTH: Omitted

     TWENTY-SIXTH: Omitted

     TWENTY-SEVENTH: The sum of $50,000 Dollars has been deposited by the Tenant
herein with the Landlord herein as security for the faithful  performance of all
the  covenants  and  conditions  of the lease by the said Tenant.  If the Tenant
faithfully  performs  all  the  covenants  and  conditions  on  his  part  to be
performed, then the sum deposited shall be returned to said Tenant.

     TWENTY-EIGHTH:  This  lease  is  granted  and  accepted  on the  especially
understood  and agreed  condition  that the Tenant will  conduct his business in
such a manner,  both as regards noise and kindred  nuisance,  as will in no wise
interfere  with,  annoy,  or disturb any other tenants,  in the conduct of their
several  businesses,  or the landlord in the  management of the building;  under
penalty of forfeiture of this lease and consequential damages.

     TWENTY-NINTH:   The  Landlord  hereby  recognizes     NO    as  the  broker
who negotiated  and  consummated  this lease with the Tenant herein and,  agrees
that if, as, and when the Tenant exercises the option, if any,  contained herein
to renew this lease, or fails to exercise the option, if any,  contained therein
to cancel this lease, the Landlord will pay to said broker a further  commission
in accordance  with the rules and  commission  rates of the Real Estate Board in
the community. A sale, transfer, or other disposition of the Landlord's interest
in said lease shall not operate to defeat the  Landlord's  obligation to pay the
said commission to the said broker.  The Tenant herein hereby  represents to the
Landlord  that the said  broker is the sole and only broker who  negotiated  and
consummated this lease with the Tenant.

     THIRTIETH:  The Tenant agrees that it will not require, permit, suffer, nor
allow the cleaning of any window,  or windows in the demised  premises  from the
outside  (within  the  meaning  of  Section  203 of the Labor  Law)  unless  the
equipment  and safety  devices  required by law,  ordinance,  regulation or rule
including,  without  limitation,  Section  202 of the New York  Labor  Law,  are
provided  and used,  and  unless  the rules,  or any  supplemental  rules of the
Industrial  Board of the  State of New York are  fully  complied  with;  and the
Tenant hereby agrees to indemnify the Landlord,  Owner,  Agent,  Manager  and/or
Superintendent, as a result of the Tenant's requiring, permitting, suffering, or
allowing any window,  or windows in the demised  premises to be cleaned from the
outside in violation of the  requirements  of the  aforesaid  laws,  ordinances,
regulations and/or rules.

     THIRTY-FIRST:  The invalidity or  unenforceability of any provision of this
lease  shall in no way  affect  the  validity  or  enforceability  of any  other
provision hereof.

     THIRTY-SECOND:  In order to avoid delay,  this lease has been  prepared and
submitted to the Tenant for signature with the  understanding  that it shall not
bind the Landlord unless and until it is executed and delivered by the Landlord.

     THIRTY-THIRD:  The Tenant  will keep clean and  polished  all metal,  trim,
marble and  stonework  which are a part of the exterior of the  premises,  using
such  materials  and methods as the  Landlord may direct and if the Tenant shall
fail to comply with the provisions of this paragraph the Landlord may cause such
work to be done at the expense of the Tenant.

     THIRTY-FOURTH: See Rider

     THIRTY-FIFTH: This lease and the obligation of Tenant to pay rent hereunder
and perform  all of the other  covenants  and  agreements  hereunder  on part of
Tenant to be performed shall in nowise be affected,  impaired or excused because
Landlord is unable to supply or is delayed in supplying any service expressly or
impliedly  to be  supplied  or is unable to make,  or is  delayed  in making any
repairs,  additions,  alterations  or  decorations  or is unable to supply or is
delayed in  supplying  any  equipment  or fixtures if Landlord is  prevented  or
delayed from so doing by reason of governmental  preemption in connection with a
National  Emergency  declared  by the  President  of  the  United  States  or in
connection  with any rule,  order or regulation of any department or subdivision
thereof of any  government  agency or by reason of the  conditions of supply and
demand which have been or are affected by war or other emergency.

THE LANDLORD COVENANTS

     FIRST:  That if and so long as the  Tenant  pays the  rent and  "additional
rent"  reserved  hereby,  and performs and observes the covenants and provisions
hereof, the Tenant shall quietly enjoy the demised premises,  subject,  however,
to the terms of this  lease,  and to the  mortgages  above  mentioned,  provided
however,  that this covenant shall be conditioned upon the retention of title to
the premises by Landlord.

     SECOND: Omitted

     And it is mutually  understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties  hereto and upon
their respective successors, heirs, executors and administrators.

     IN WITNESS WHEREOF,  the Landlord and Tenant have respectively signed these
presents the day and year first above written.

                                               /s/ Laura Jean M. Aupperle
                                               -------------------------- (L.S.)
                                                                       Landlord

In presence of:

                                             /s/ Gerald Tucciarone
                                             ---------------------------- (L.S.)
                                                                          Tenant
<PAGE>

     Thirty-Sixth:  The Tenant shall take good care of the Demised  Premises and
shall, at the end or other  expiration of this term shall deliver up the Demised
Premises together with all additions and alterations thereto, except for "trade"
alterations in good order or condition,  damages by the elements excepted,  free
and clear of any liens and encumbrances other than those, if any, created by the
Landlord. If Tenant removes "trade" alterations,  then any damage caused by such
removal shall be repaired by Tenant. At the end of the lease term,  Landlord may
direct  Tenant at Tenant's own cost and expense to put premises back in original
condition given to Tenant.

     Thirty-Seventh:  Through the term of this lease,  the Tenant shall promptly
pay the total operating costs of the demised premises,  directly to the supplier
of the service/product.

          For the purposes of this lease,  operating  costs shall mean the total
annual cost and expenses in  operating  and  maintaining  the building and land.
This shall include but shall not be limited to the following items:

          a) Gardening, landscaping and maintaining the landscaped area;

          b) Repair, painting, decorating, maintaining, resurfacing, restripeing
of the parking lot;

          c) Repair,  painting,  cleaning,  replacement  and rental of signs and
equipment;

          d) Repair,  painting,  maintenance,  monitorization and replacement of
all walls, roof, ceilings and plate glass doors and windows.

          e) Repair,  maintenance and replacement of lighting  including traffic
lights, if any and including replacement and repair of fixtures and bulbs;

          f) The premium cost for all liability,  property  damage,  plateglass,
sign and fire insurance with such extended  coverage and vandalism  endorsements
as Landlord may, from time to time, deem necessary:

          g) Operating, maintenance of public toilets and sanitary facilities;

          h) Removal or relocation and/or sanding of snow or ice;


<PAGE>

          i) Exterminating,   sump  or  cesspool  maintenance  or  improvements
including   sanitary  and  storm  sewer  lines  and  culverts  and  surface  and
underground drainage facilities and systems.

          j) Removal of rubbish and garbage and other refuse, including leaves;

          k) Security costs, traffic control and policing;

          l) Fire sprinklers, supervisory service and firelines charge;

          m) Any expenses  required to comply with applicable laws,  regulations
or any work  order by a  mortgage  or any  insurer  or to remedy  any  notice of
violation or notice of default from a mortgage.

Thirty-Eighth:  Tenant shall pay any and all taxes  incurred or assessed on both
the land and the building as they become due  directly to the taxing  authority.
The term "taxes" shall include all city,  county school,  town and village taxes
and any and all other real  estate  taxes,  assessments  and other  governmental
levies and  charges  including  water and sewer  rent,  of every kind and nature
whatsoever,  and each and every  installment  thereof which shall or may, during
the term of this Lease, be levied, assessed,  imposed, become due or payable, or
liens upon or arising in connection with the use,  occupancy or possession of or
growing due or payable out of, or for, any land,  building or other improvements
therein.  If, at any time during the term of this  lease,  under the laws of the
State or any  political  subdivision  thereof in which the demised  premises are
situated,  a tax or  excise  on  rents,  additional  rents or other  charges  or
impositions receivable by the Landlord under this Lease is levied or assessed by
said State or political subdivision against the Landlord, which is in the nature
of a tax on the gross amounts thereof and not an income tax on profits made, the
Tenant  covenants to pay and discharge  such tax or excise on rents or other tax
to the Landlord on demand. Tenant shall promptly provide Landlord with copies of
tax receipts when received by Tenant.

Thirty  Ninth:  Prior to the date of occupancy of the premises  hereunder by the
Tenant,  the Tenant shall furnish to the Landlord a public  liability  policy or
certificates  thereof,  naming the  Landlord  thereon  as an insured  party with
limits of not less than One Million  ($1,000,000.00)  Dollars  per  person;  Two
Million ($2,000,000.00) Dollars per occurrence and $500,000 for property

<PAGE>

damage with full coverage for plate glass and extended  coverage for  vandalism,
and malicious mischief in an amount adequate to cover the cost of replacement of
all decorations and  improvements in the demised premises as well as the cost of
replacement of all fixtures,  inventory and contents therein.  Premiums for such
insurance  shall be payable by the Tenant.  Upon failure of the Tenant to obtain
and deliver said liability  insurance or a certificate thereof during the entire
term hereof,  the Landlord may thereupon obtain the same on behalf of the Tenant
and the  premiums  for the  same  will be due  upon the next day the rent is due
hereunder as additional  rent, and shall be  collectible  as additional  rent by
summary  proceeding or otherwise plus ten (10%) percent of the yearly premium as
Landlord's service charge. Tenant shall also procure at its own cost and expense
business  interruption  insurance and broad form boiler insurance in the minimum
amount of $100,000 and fire and extended coverage  insurance covering the rental
value of the demised  premises in an amount equal to at least 150% of the annual
minimum rent provided for in this lease. The policies stated herein shall not be
cancelled except upon thirty day prior written notice to the Landlord.  Upon the
effective  date of this lease,  and  thereafter  not less than fifteen (15) days
prior to the expiration  dates of the expiring  policies  theretofore  furnished
pursuant to this paragraph,  originals or  certificates  thereof of the policies
together with a copy of the paid receipt shall be delivered by the Tenant to the
Landlord.

Fortieth:  In  the  event  the  Landlord  commences  a  summary  proceeding  for
non-payment  of rent, or other  relief,  Tenant agrees that it may interpose any
counterclaims,  or cause any other action to be  consolidated  with such summary
proceeding.  Such  counterclaim  will not stop  Landlord  from  terminating  the
tenancy and obtain  possession  of the  premises as if the term of the Lease had
matured at  expiration  first  agreed,  it would only be for a money  judgement.
Tenant  further  agrees  that  Landlord  may obtain  such  relief in any summary
proceeding  pending  wherein  Tenant has sought to interpose a  counterclaim  or
consolidate any other action with such  proceeding.  Tenant waives right to jury
trial.

Forty-First:  In the event the Tenant shall fail to pay the rent,  or additional
rent, when due, and such default shall continue for more than fifteen (15) days,
the Tenant shall pay the Landlord a late charge of 0.75% (three  quarters of one
percent)  of the rent  and/or  additional  rent due for each month in which such
rent shall be default of payment,  whether  such  default  shall  continue for a
period of less than one (1) month  during  which the Tenant  continues  to be in
default of payment, to be paid as additional rent. In addition, Tenant shall pay
all

<PAGE>

expenses  incurred by Landlord  including  legal fees in the  collection  of any
overdue rents, charges and impositions.

Forty-Second:   Tenant   covenants  to  pay  reasonable   attorney's   fees  and
disbursements  because of the Tenant's proven breach of this  Agreement,  in any
summary proceedings brought by the Landlord, or in the defense of any claim made
by the  Tenant  against  the  Landlord  which  is not  sustained  in any suit or
proceeding.

Forty-Third:  Upon  termination of this Lease,  whenever  occurring or howsoever
caused,  Tenant agrees to surrender immediate  possession to the Landlord if the
Tenant fails to deliver possession as agreed, the Tenant shall be liable for use
and  occupation  of the  premises  (at the option of Landlord) at the agreed and
reasonable value of one and one-quarter (1 1/4) times the present rental per day
for each and  every  day  which  Tenant  remains  in  possession,  and  fails to
surrender  same.  This base rental payment shall be the extent of the nonpayment
of the rent.  But, this provision shall not be deemed a waiver of the Landlord's
right to  possession,  nor  shall the  acceptance  of  payment  for such use and
occupation be deemed a waiver of the Landlord's right to possession.

Forty-Fourth:  If any  mechanic's  lien or  liens  shall be  filed  against  the
premises  for work done or materials  furnished to the Tenant,  the Tenant shall
within thirty days thereafter,  and at its own cost and expenses cause such lien
or liens to be discharged by filing the bond or bonds  required for that purpose
by law.  If the  Tenant  shall fail to cause  such lien to be  discharged  or to
diligently commence a cure within such THIRTY (30) DAY PERIOD, then, in addition
to any other right or remedy of the Landlord, the Landlord may, but shall not be
obligated to,  discharge such lien either by paying the amount claimed to be due
or by procuring the discharge of such lien by deposit or by bonding  proceedings
and in any such event the Landlord shall be entitled,  if the Landlord so elects
to compel the  prosecution of an action for the  foreclosure of such  mechanic's
lien by the lienor and to pay the amount of the  judgment for an in favor of the
lienor,  with interest  costs and all other  allowances.  Any amount paid by the
Landlord for any such  purposes,  with  interest  thereon at the rate of 10% per
annum from the date of payment, shall be repaid by the Tenant to Landlord within
ten (10) days of Landlord's  demand  therefore,  and if unpaid may be treated as
additional  rent as provided for elsewhere in this lease.  Nothing in this lease
shall be  construed  in any way as  constituting  the  consent or request of the
Landlord,  express or implied,  by inference or  otherwise,  to any  contractor,
subcontractor, laborer, or otherwise, to any contractor, subcontractor, laborer,
or  materialman  for the  performance  of any  labor  or the  furnishing  of any
materials for any specific improvement, alteration or repair of or to the leased

<PAGE>

property or as giving the Tenant the right,  power or  authority to contract for
or permit the  rendering of any service or the  furnishing  of any material that
would  give rise to the filing of any  mechanic's  lien  against  the fee of the
lease property.

Forty-Fifth:  There are no  representations,  warranties,  terms or  obligations
other than those expressed in this  agreement.  No variation of this lease shall
be valid  unless in writing and signed by the party to be  charged.  Any holding
over by the Tenant after the term of this lease shall in no manner  constitute a
renewal or extension of this lease agreement.

Forty-Sixth:  The Landlord shall not be liable for damage or injury to person or
property  unless written notice of any defect alleged to have caused such damage
or injury shall have been given to the  Landlord a  sufficient  time before such
occurrence  to have  reasonable  time to enable the Landlord to correct  defect.
Nothing herein contained shall impose any additional  obligation on the landlord
to make repairs.

Forty-Seventh:  It is agreed and  understood  that the Tenant has  inspected the
premises  or caused an  inspection  thereof  to be made on  Tenant's  behalf and
neither  Landlord or any person  purporting  to act for Landlord has made or now
makes any  representations  as to the physical  condition or any other matter or
thing   affecting  or  relating  to  the  demised   premises  except  as  herein
specifically   set  forth.   Tenant  hereby  expressly   acknowledges   that  no
representations  have been made and Tenant  further  agrees to take the premises
"AS  IS"  including  reasonable  wear  and  tear  to the  date  of  delivery  of
possession.  Tenant  further  agrees that Landlord is not liable or bound in any
manner  by any  verbal  or  written  statements,  representations,  real  estate
broker's  representations or information pertaining to the above premises unless
the same or set forth herein.

Forty-Eighth: Upon reasonable advance notice Landlord or agent of Landlord shall
have the right, at all reasonable times, to inspect the premises or to have it's
contractors or engineers inspect the premises,  for structural evaluations or in
anticipation of planned renovations, etc.

Forty-Ninth:  Tenant  specifically  acknowledges  that Tenant has read and fully
understands all of the provisions of both the printed portions of this Lease and
this Rider.  Tenant further  acknowledges that Tenant has had the opportunity to
have this Lease reviewed by an attorney, and in fact has engaged the services of
any attorney with respect to this Lease.

<PAGE>

Fiftieth: Landlord, its partners and principals, disclosed or undisclosed, shall
have  no  personal  liability  under  this  lease.  Tenant  shall  look  only to
Landlord's  estate and  property in the land and the  building  (or the proceeds
thereof)  for the  satisfaction  of Tenant's  remedies for the  collection  of a
judgment  requiring the payment of money by Landlord in the event of any default
by  Landlord  hereunder,  and no other  property  or assets of  Landlord  or its
partners or principal, disclosed or undisclosed, shall be subject to lien, levy,
execution  or other  enforcement  procedure  for the  satisfaction  of  Tenant's
remedies under or with respect to this lease,  the  relationship of Landlord and
Tenant hereunder or Tenant's use or occupancy, of the demised premises.

Fifty-First: If Tenant is not in default under the terms of this Lease Agreement
and Rider and if the property has not been acid, or under contract for sale then
the Tenant shall have the option to extend the Lease term for an additional five
(5)  years.  The rental  income  for such five year term shall be Three  Hundred
Ninety-Six  Thousand  ($396,000)  Dollars per year and shall be payable in equal
monthly  installments of Thirty-Three  Thousand  ($33,000) Dollars in advance on
the first day of each and every calendar month during said term.

Fifty-Second:  Tenant will indemnify  Landlord and save it harmless from any and
all claims, actions, damages,  liability, and expense in connection with lose of
life,  personal  injury,  and or damage to property  arising  from or out of any
occurrence  in,  upon or at the demised  premises,  or the  occupancy  or use by
Tenant of the demised  premises  or any part  thereof,  or  Tenant's  use of the
common areas, or occasioned  wholly or in part by any act or omission of Tenant,
its agents, contracts,  employees, servants, lessees or concessionaires,  and if
in the event of any such claim or action,  Landlord shall,  without fault on its
part, be made a party to any litigation commenced by or against the Tenant, then
Tenant  shall  protect  and hold  Landlord  harmless  and shall  pay all  costs,
expenses and reasonable attorney's fees that may be incurred or paid by Landlord
in connection with such litigation. Tenant shall also pay all costs, expense and
reasonable attorney's fees that may be incurred or paid by Landlord in enforcing
the covenants and agreements in this lease. In the event Tenant is successful in
any  proceedings  brought  pursuant to the  provisions  hereof.  Tenant shall be
entitled to costs and expenses, and reasonable attorney's fees.

Fifty-Third:  Tenant  shall pay for all  water,  sewer and sewage tax or charge,
gas,  electricity  and fuel and telephone  expenses,  used in or for the demised
premises.  The Landlord is under no  obligation  to furnish heat or hot water to
the demised premises or gas, electric or other utilities.  Tenant simultaneously
with the execution hereof shall promptly make deposits in

<PAGE>

connection therewith. Tenant shall keep any meters installed by Landlord in good
repair.  If Tenant  fails to  maintain  any  meters,  Landlord  may  install and
maintain  the same at the  Tenant's  expense,  which shall be deemed  additional
rent.  Tenant shall bear the cost and expense of maintenance  and repairs of the
air conditioning,  heat and hot water systems,  plumbing and electrical systems.
The  Landlord  shall not be liable for damages or  otherwise  for any failure to
furnish or interruption of the services of water, gas, electricity or sewage.

Fifty-Fourth: Tenant shall pay rent arrears in the amount of Three Hundred Seven
Thousand Ninety-Nine ($307,099.00) Dollars as follows:

          1. Five Thousand  ($5,000.00) Dollars per month, as additional rent to
be  tendered  with the monthly  rent  payment  for a period of  fifty-nine  (59)
months; and

          2. Twelve  Thousand  Ninety-Nine  ($12,099.00)  Dollars on month sixty
(60) to be tendered as additional rent with the monthly rental payment.

Fifty-Fifth:  If there is a conflict between the terms of the printed Lease form
and Rider, the Rider shall prevail.

                                            LADOKK REALTY COMPANY


                                            BY: /s/ Laura Jean M. Aupperle
                                               ---------------------------------
                                               LANDLORD

                                            HAUPPAUGE COMPUTER WORKS, INC.



                                            BY: /s/ Gerald Tucciarone
                                               ---------------------------------
                                               TENANT