EXHIBIT 10.3.a
                         SEVERANCE AND RELEASE AGREEMENT

     This  Agreement  made  this  29th  day of  January,  2003  by  and  between
Manchester  Technologies,  Inc. a  domestic  corporation  having  its  principal
offices at 160 Oser Avenue,  Hauppauge, New York 11788, hereinafter known as the
"Company",  and Joel Stemple,  residing at 35 Hamlet Drive, Hauppauge,  New York
11788, hereinafter known as the "Employee".

     WHEREAS,  the Company and the Employee entered into a certain  Agreement of
Employment on September 30, 1996, and

     WHEREAS,  the Employee has been continuously  employed by the Company since
that date,  which  employment  has been subject to the  Employment  Agreement of
September 30, 1996, and subsequent renewals and modifications of said Employment
Agreement, and

     WHEREAS, the term of employment of the Employee shall terminate on July 31,
2004, which  termination  shall be subject to the terms of the within agreement,
and

     WHEREAS,  the  Employee  and the  Company  desire to resolve all matters as
between them as a result of the cessation of the employment relationship, and

     WHEREAS,  the Employee and the Company have negotiated the within agreement
as  between  themselves  and  it is not  part  of a  group  incentive  or  other
termination program,

     Now, therefore, in consideration of the sum of Ten ($10.00) Dollars each to
the other in hand paid, and further  consideration  of the terms,  covenants and
conditions of the within agreement, the Company and the Employee hereby agree as
follow:



                                                        -1-

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     1. Effective Date: The within  agreement shall be effective as of August 1,
2004 (the "Effective Date") and shall remain in effect until July 31, 2007.

     2. Termination of Employment: The employment of the Employee by the Company
will cease on July 31, 2004 (the "Termination  Date"). The Employee shall remain
as an employee of the Company until the  Termination  Date and as subject to the
terms of the modification of employment agreement of January 29, 2003.

     3.  Resignation:  The Employee  shall hereby be considered to have tendered
his resignation as an officer of the Company,  which resignation shall be deemed
effective July 31, 2004.

     4.  Consideration:  In  consideration  for the Employee's  agreement to the
provisions  contained in paragraph 10 of the within  agreement  (non-disclosure)
and  paragraph  11  of  the  within  agreement  (non-competition  covenant)  and
paragraph 12 of the within agreement (non-  solicitation)  the Company shall pay
the Employee the following sums and in the following manner:

     a. The sum of  $62,000.00  for each twelve (12) month period of the term of
the within  agreement,  which sums shall be paid to the  Employee  in  bi-weekly
installments.

     For  clarification  purposes,  the foregoing  consideration  payable to the
Employee is not  conditioned  upon, or in exchange any personal  services of any
nature to be rendered by the Employee during the term of this agreement.

     5. Stock Vesting:  On the termination  date, the Employee will have certain
vested  options of Company stock  ("Company  Stock").  These stock options shall
continue to be subject to the terms and  conditions  of the  applicable  Company
stock option plans and stock option  agreements  as between the Employee and the
Company. The Employee herein acknowledges and


                                                        -2-

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agrees that he has no further right to any additional options of the Company
stock other than those already granted to him as an officer and employee of the
Company.

     6. Benefits:  Effective August 1, 2004,  continuing through the term of the
within agreement and for a period of one year thereafter,  the Employee shall be
included  in  the  existing  medical  and  hospital  insurance  plans  presently
maintained by the Company,  and or any substitutions or additions thereto.  Such
coverage  shall be at no charge to the Employee.  Subsequent to the  termination
date of the within agreement,  the Employee shall have the right to continue his
medical and hospital  insurance  benefits  pursuant to COBRA,  at the Employee's
cost and expense.

     7.  Employee  Release of Claims:  The Employee,  on his own behalf,  and on
behalf of his respective  heirs,  executors,  administrators,  successors and/or
assigns,  hereby  fully and  forever  releases  the  Company  and its  officers,
directors,  employees,  shareholders,   administrators,  affiliates,  divisions,
subsidiaries,  successors and assigns ("Company  Affiliates") from and agree not
to sue any of the foregoing persons or entities concerning any claim, liability,
demands,  sums of  money,  agreements,  promises,  damages,  costs  or  expenses
(including  attorney fees), duty,  obligation or cause of action relating to any
matters of any kind, whether presently known, or unknown,  that the Employee may
possess arising from any omissions or acts with respect to the Company that have
occurred  in the  ordinary  course  of  business  up  until  and  including  the
"Effective Date" including, without limitation:

          a. Any and all claims  relating to, or arising  from,  the  Employee's
     employment relationship with the Company.

          b. Any and all claims  relating to, or arising  from,  the  Employee's
     right  to  purchase,  or the  actual  purchase  of  shares  of stock of the
     Company,   including,   without   limitation,   any   claims   for   fraud,
     misrepresentation,  breach of  fiduciary  duty,  breach  of duty  under any
     applicable  state  corporate  law and  securities  fraud under any state or
     federal law.

                                                        -3-

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     c. Any and all claims for  violation  of any  federal,  state or  municipal
     statute.

     d. Any and all claims arising out of any other law, rules, statutes, and/or
     regulations relating to employment or employment discrimination.

     Subject to the next succeeding sentence, the Company and the Employee agree
that the  release  set forth in this  paragraph  is and will  remain a  complete
general release as to the matters released.  Notwithstanding  anything herein to
the contrary,  the Employee's  release and covenant not to sue contained in this
agreement  does not and  shall  not  extend  or apply to any  rights,  duties or
obligations  of the  Company or any  Company  affiliates  pursuant to the within
agreement,  or to the Employee's rights of indemnification,  whether pursuant to
this  agreement,  the  Company  Articles  of  Incorporation,  By-Laws,  or other
corporate  documents  of  the  Company  or  any  company  affiliates,  insurance
policies,  agreements  or applicable  law or otherwise,  all of which are hereby
expressly  reserved.

 8.  Company  Release  of Claims -  Indemnification

     a. The Company,  on its own behalf and on behalf of the company affiliates,
hereby  fully and forever  releases  and  discharges  the  Employee,  his heirs,
executors,  administrators,  successors,  and/or assigns from, and agrees not to
sue the Employee,  or any such other  entities,  concerning  any and all claims,
liabilities,  demands, sums of money,  agreements,  promises,  damages, costs or
expenses (including attorneys fees), duties,  obligations,  causes of action and
liabilities of any kind or character whatsoever, including all known and unknown
claims,  arising on or before the "Effective Date",  other than claims involving
intentional  wrongdoing  against the Company by the Employee,  which the Company
has or may possess against the Employee.  The Company's  release does not extend
to any  duties  or  obligations  of  the  Employee  incurred  pursuant  to  this
agreement.

                                                        -4-

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     b. The Company  hereby  agrees to indemnify and hold harmless the Employee,
and advance the expenses of the Employee, to the fullest extent permitted by the
Company  by-laws,  Articles of  Incorporation,  or as  otherwise  to the fullest
extent permitted under New York law, from and against any and all claims, suits,
loses, liabilities,  damages,  judgments, costs and expenses,  including without
limitation,  reasonable  attorney's  fees,  arising  out of or  relating  to the
Employee's  acts or  omissions  in his  capacity  as an  employee,  officer  and
representative  of the Company or any of the company  affiliates,  except in the
event and to the extent the foregoing shall be due to the intentional wrongdoing
of the Employee.

     9. Absence of Pending or Future Lawsuits:  The Employee  represents that he
has no  lawsuits,  claims or actions  pending  in his name,  or on behalf of any
other person or entity,  against the Company or the Company affiliates,  and the
Company  represents on behalf of itself and the company  affiliates that no such
person has any lawsuit, claim or action pending in his or its name, or on behalf
of any other person or entity against the Employee. The Employee represents that
he does not  intend  to bring any  claims on his own  behalf or on behalf of any
other  person or entity  against  the  Company or any  company  affiliates  with
respect to any or all matters released by the Employee hereunder.

     10.  Non-Disclosure  of  Confidential  Information:   The  Employee  hereby
acknowledges  and agrees  that the  duties and  services  he  performed  for the
Company were special and unique,  and that as a result of his  employment by the
Company,  he  has  acquired,   developed  and  used  certain   confidential  and
proprietary information of a special and unique nature and value that

                                                        -5-

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is not known to the public or to the Company's industry, including but not
limited to, certain records, secrets, documentation, manner of operation,
software programs, price lists, ledgers and related information, employee
records, mailing lists, customer lists, customer and vendor profiles,
prospective customer lists, accounts receivable and payable ledgers, commission
structures, financial and other records of the Company or its subsidiaries,
information regarding its customers, vendors or principals, and other similar
matters, in each case if and to the extent confidential and proprietary to the
Company (all of such information being hereinafter referred to as "Confidential
Information". The Employee further acknowledges and agrees that the Confidential
Information is of great value to the Company and its subsidiaries, and that the
restrictions and agreements contained in the within agreement are reasonably
necessary to protect the confidential information, and the good will of the
Company and of the Company's business. Accordingly, the Employee hereby agrees
that:

     a. He will not at any time,  either  during the term of this  agreement  or
thereafter,  directly  or  indirectly,  except as  otherwise  authorized  by the
Company  or for  the  benefit  of the  Company,  divulge  to any  person,  firm,
partnership,  corporation, limited liability company or organization, other than
the Company  (hereinafter  referred to as "Third  Parties"),  or use or cause or
authorize  any third  parties  to use the  confidential  information,  except as
required by law or court or governmental agency; and

     b. The Company  represents  that the Employee has delivered or caused to be
delivered  to  the  Company  any  and  all  tangible  confidential  information,
including any and all notebooks,  drawings,  keys,  data and other documents and
materials  belonging  to  the  Company  or  its  affiliates,  which  was  in his
possession  or under his  control  relating  to the  Company or its  affiliates,
regardless of the medium upon which such is stored..

                                                        -6-

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     Notwithstanding  anything  herein to the contrary,  the term  "Confidential
Information" as used in this agreement, shall not include any information which:

          i. Is or becomes  available  to the public other than as a result of a
     disclosure by the Employee,

          ii. Was known by the Employee  prior to its disclosure to the Employee
     by the Company, or

          iii.  Became  available to the  Employee  from a source other than the
     Company.

     Employee herein  acknowledges  that he shall retain all such  "Confidential
Information"  which he has acquired  during his said  employment in trust,  in a
fiduciary capacity, and for the sole benefit of the Company.

     11. Non-Competition Covenant:  Employee acknowledges that the covenants set
forth  in this  paragraph  11 are  reasonable  in  scope  and  essential  to the
preservation of the business of the Company. In addition,  Employee acknowledges
that the Company has obtained an advantage over its  Competitors (as hereinafter
defined) as a result of its name and reprutation which it has developed at great
expense and effort and over an extended  period of time.  Employee  acknowledges
that  competition  by  him by  virtue  of  employment  with  any of the  defined
Competitors  during the Restricted Period (as hereinafter  defined) would impair
the operation of the Company beyond that which would arise from the  competition
of an unrelated  Third Party with similar  skills.  Accordingly,  Employee shall
not, during the period  commencing on the Effective Date and continuing  through
and  including  July 31,  2007 (the  "Restricted  Period"),  without the express
written permission of the Company,  directly or indirectly,  become an employee,
consultant or principal of,

                                                        -7-

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or perform services  pursuant to any other employment or consulting  arrangement
with, or become an officer,  director or shareholder of any business of the type
and character of the business  engaged in by the Company and/or its subsidiaries
at the time of the  commencement of the within  agreement.  This provision shall
not preclude the  restrictions of the within  Agreement from being applicable to
the sale of  other  products  or  services  based  upon any  other  business  or
enterprise  which the Company and/or its  subsidiaries  may be engaged in at the
date of  commencement  of the within  agreement.  Accordingly,  in the event the
Company  and/or its  subsidiaries  may  extend or  otherwise  expand  their core
business  activities,  the restrictions of the within Agreement will also extend
to encompass the full scope of such expanded  activities that the Company and/or
its subsidiaries may be engaged in at the date of the commencement of the within
agreement.

     12. Non-Solicitation:  Employee hereby covenants and agrees that during the
Restricted Period, he shall not directly or indirectly induce, attempt to induce
or hire any employee of the Company or its  subsidiaries to leave the employment
of the Company or its subsidiaries,  or interfere with the relationship  between
any such employee of the Company or its  subsidiaries.  Employee  hereby further
covenants and agrees that during the Restricted  Period he shall not directly or
indirectly,  interfere with the Company's  relationship  with any person,  firm,
corporation, limited liability company or other entity that is a customer of the
Company,  and whether  such  customer is a present  customer of the Company or a
future  customer  acquired  during the term of  employee's  employment  with the
Company.

     13.   Remedies   for   Violation   of   Non-Disclosure,   Non-Compete   and
Non-Solicitation Provisions; Certain Superseding Provisions:

     (a) Injunctive Relief Employee expressly acknowledges and agrees that the

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business of the Company is highly competitive and that a violation of any of the
provisions of paragraphs 10, 11 or 12 would cause immediate and irreparable
harm, loss and damage to the Company not adequately compensable by a monetary
award. Employee further acknowledges and agrees that the Restricted Period is
the minimum necessary to adequately protect the business of the Company. Without
limiting any of the other remedies available to the Company hereunder, at law or
in equity, or the Company's right or ability to collect money damages therefor,
Employee agrees that any actual or threatened violation of any of the provisions
of paragraphs 10, 11 or 12 may be restrained or enjoined by any court of
competent jurisdiction, and that a temporary restraining order or preliminary or
final injunction may be issued in any court of competent jurisdiction, without
bond or other security therefor.

     (b)  Enforcement  It is the desire of the Parties  that the  provisions  of
paragraphs 10, 11 and 12 be enforced to the fullest extent permissible under the
laws of the  State  of New  York.  Accordingly,  if any  particular  portion  of
paragraphs 10, 11 and 12 shall ever be adjudicated as invalid or  unenforceable,
or if the application  thereof to any party or circumstance shall be adjudicated
to be prohibited by or invalidated by such laws,  such section or sections shall
be (i) deemed  amended to delete  therefrom such portions so adjudicated or (ii)
modified  as  determined   appropriate   by  such  court,   such   deletions  or
modifications  to apply only with  respect to the  operation  of such section or
sections in the particular jurisdiction so adjudicating on the parties and under
the circumstances as to which so adjudicated.

     (c)  Jurisdiction  The Parties  agree and consent to the sole and exclusive
jurisdiction of the Supreme Court of Suffolk County,  for the enforcement of the
terms and  conditions of paragraphs  10, 11 and 12 and for the resolution of any
disputes arising under those paragraphs.

                                                        -9-

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                  (d) Legal Fees The losing party shall reimburse the prevailing
party for all reasonable costs and expenses, including, but not limited to,
reasonable attorneys fees, incurred by the prevailing party in connection with
any action at law or in equity brought with respect to the provisions set forth
in paragraphs 10, 11 and 12 of this Agreement or the enforcement thereof.

     14. Tax  Consequences  The Company makes no  representations  or warranties
with  respect to the tax  consequences  of the  payment of any sums to  Employee
under the terms of this Agreement.  Employee  agrees and understands  that he is
responsible  for payment,  if any, of local,  state and/or  federal taxes on the
sums paid to him  hereunder  by the Company  and any  penalties  or  assessments
thereon.

     15.  Authority:  The  Company  represents  and  warrants  that  the  within
Agreement has been duly authorized by the Board of Directors of the Company. The
Employee  represents  and  warrants  that he has the  capacity to act on his own
behalf  and on  behalf of all who might  claim  through  him to bind them to the
terms and  conditions of this  Agreement.  Each Party warrants and represents to
his or its  knowledge  (as the case may be) that there are no liens or claims of
lien or assignment in law or equity or otherwise of or against any of the claims
or causes of action released herein.

     16. Severability: In the event that any provision of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void,  this  Agreement  shall  continue in full force and effect without said
provision. 17. Amendments:  This Agreement may only be amended in writing signed
by Employee and by an officer of the Company. 18. Governing Law: The laws of the
State of New York without  regard to its choice of law  provisions  shall govern
this Agreement.

                                                       -10-

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     19. Counterparts:  This Agreement may be executed in counterparts, and each
counterpart  shall  have the same  force  and  effect as an  original  and shall
constitute  an  effective,  binding  agreement  on  the  part  of  each  of  the
undersigned.

     20. Recitals:  The Recitals set forth above are hereby  incorporated in and
made a part hereof by this reference.

     21. Successors and Assigns:  This Agreement shall be binding upon and inure
to the benefit of the Parties hereto and their respective  successors,  assigns,
executors, administrators,  heirs and legal representatives;  provided, however,
that no  assignment  by any party  hereto  shall  operate to release  such Party
hereto of its obligations hereunder and shall not be permitted without the prior
written consent of the other Party.

     22.  Integration  Clause:  This  Agreement   constitutes  the  sole  entire
agreement  among the Parties with respect to the subject matter  hereof,  and no
representations,  warranties,  inducements,  promises  or  agreements,  oral  or
otherwise,  not embodied or incorporated  herein have been made concerning or in
connection  with  this  Agreement.   Any  prior   discussions  or  negotiations,
agreements, commitments and understandings relating hereto are superceded hereby
and merged  herein.

     23. Waiver:  Any failure by any party to insist upon the strict performance
of the  other  party of any of the  provisions  of this  Agreement  shall not be
deemed a waiver of any of the provisions hereof, and such party  notwithstanding
such  failure  shall  have  the  right  hereafter  to  insist  upon  the  strict
performance  of any and all  provisions of this Agreement to be performed by the
other party.

     24. Captions: The captions contained in this Agreement are inserted only by
way of convenience, and in no way define, limit, extend or describe the scope of
this Agreement or the intent of any provision hereof.

                                                       -11-

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     25.  Construction:  This  Agreement  shall not be construed  more  strictly
against  one party than the other  merely by virtue of the fact that it may have
been prepared by counsel for one of the parties,  it being recognized because of
the arms-length  negotiations  involved in reaching this Agreement,  the parties
have contributed substantially materials to the preparation of this Agreement.

     26.  Notices:  All notices or other  communications  required or  permitted
hereunder shall be in writing and shall be deemed given,  delivered and received
(a) when delivered,  if delivered  personally or by generally recognized prepaid
receipted  overnight  delivery  service (such as FedEx),  or (b) four days after
mailing, when sent by registered or certified mail, return receipt requested and
postage prepaid, in each case addressed as follows:


                  (a)      If to the Company: Barry R. Steinberg, CEO Manchester
                           Technologies, Inc. 160 Oser Avenue Hauppauge, New
                           York 11788

                           With a copy to:

                           Joel Rothlein, Esq.
                           Kressel, Rothlein, Walsh & Roth, LLC
                           684 Broadway
                           Massapequa, New York 11758

                  (b)      If to the Employee:

                                                       -12-

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                           Joel Stemple
                           35 Hamlet Drive
                           Hauppauge, New York 11788

or to such  other  address  as the  recipient  party  may  indicate  by a notice
delivered  to the  sending  party  (such  change of address  notice to be deemed
given,  delivered and received only upon actual receipt thereof by the recipient
of such notice).

     27.   Voluntary   Execution  of  Agreement:   This  Agreement  is  executed
voluntarily  and without any duress or undue  influence on the part or behalf of
the Parties  hereto,  with the full intent of releasing all claims  specifically
released  hereby.  The  Parties  acknowledge  that:  (a)  they  have  read  this
Agreement;

     (b)  they  have  been  represented  in  the  preparation,  negotiation  and
          execution of this  Agreement  by legal  counsel of their own choice or
          that they have voluntarily declined to seek such counsel;

     (c)  they  understand the terms and  consequences  of this Agreement and of
          the releases it contains; and

     (d)  they  are  fully  aware  of the  legal  and  binding  effect  of  this
          Agreement.

     In Witness  Whereof the  Parties  hereto have set their hands and seals the
day and year first above written.


In the Presence of:                               Manchester Technologies, Inc.


____________________________                By:___________________________ Pres.
                                                    Barry R. Steinberg




----------------------------                   -------------------------------
                                                       Joel Stemple

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