EXHIBIT 10.9
CONFIDENTIAL TREATMENT REQUESTED FOR
PORTIONS OF THIS DOCUMENT

DIRECT SALES AND LICENSE AGREEMENT
LERNOUT & HAUSPIE SPEECH PRODUCTS N.V. & ANDREA ELECTRONICS CORPORATION

THIS DIRECT SALE AND LICENSE AGREEMENT (this "Agreement") is made as of the
13/th/ day of October 1997 by and between Lernout & Hauspie Speech Products
and its subsidiaries, a Belgian corporation (hereinafter referred to as
"L&H") and Andrea Electronics Corporation, a New York corporation
(hereinafter, together with its wholly-owned subsidiaries, collectively
referred to as "AEC").

1    CONSIDERATION.  The parties are entering into this Agreement for and in
     consideration of the mutual  covenants contained herein and other good
     and valuable consideration, the receipt and sufficiency of which are
     hereby acknowledged.

2    BACKGROUND.  L&H develops, markets, licenses and supports automated
     speech recognition software programs, among them, the software programs
     identified in Schedule 2.1(a) attached hereto, the most recent versions
     of which software programs as of the date hereof are referred to as the
     "Software".  AEC develops, markets and sells, among other products,
     personal computer based headsets, including, among others, the headsets
     identified in Schedule 2.1(b), each of which such identified headsets is
     referred to singly as a "Headset" and collectively as the "Headsets".
     L&H desires to sell headsets bundled with various Kurzweil, a division
     of Lernout & Hauspie, dictation and voice command software products and
     on a stand-alone basis to L&H end-users.  AEC desires to sell headsets
     to L&H for bundling with Kurzweil, a division of Lernout & Hauspie,
     dictation and voice command software products and for resale to L&H end-
     users in accordance with the terms and conditions of this agreement.

3    DIRECT SALES.

     3.1  Headsets.  AEC hereby agrees on the terms set forth herein to sell
          Headsets to L&H for resale by L&H only to L&H Customers.

     3.2  Trade Names, Trade Marks and Copyrighted Materials.  AEC hereby
          grants to L&H a non-transferable, non-exclusive, right and license
          during the term of this Agreement to use the trade names, trade
          marks and copyrighted materials of AEC identified in Schedule 3.2
          attached hereto (the "AEC Names, Marks and Materials") in
          connection with the resale, distribution, marketing and promotion
          of the Headsets to L&H customers as provided herein.  Such
          activities as are licensed under this Section 3.2 are referred to
          as the "Licensed Activities".

     3.3  Product Warranty.  Subject to the provisions of this Agreement
          relating to customer service to be provided by L&H for Headsets
          purchased by L&H, AEC hereby agrees that L&H shall have the right
          to pass on to L&H customers the product warranty that AEC
          ordinarily and customarily provides to purchasers of such Headsets
          and set forth in Schedule 3.3 attached hereto (such product
          warranty in such form being referred to as the "Product Warranty").

     3.4  Export.  The parties anticipate that Kurzweil, a division of
          Lernout & Hauspie, may, from time to time, request AEC to ship
          Headsets purchased by L&H under this Agreement to locations
          specified by Kurzweil, a division of Lernout & Hauspie.  L&H agrees
          that it shall not itself or request AEC or any other party to ship,
          directly or indirectly, Headsets or other materials provided by AEC
          hereunder to any country for which the United States requires an
          export license or other governmental approval at the time of such
          export.

     3.5  Resale Restrictions.  For the term of this agreement, Kurzweil, a
          division of Lernout & Hauspie will not market, promote, distribute
          or sell any headsets other than the Headsets purchased hereunder.
          Kurzweil, a division of Lernout & Hauspie, further agrees that
          resales by it of Headsets shall not vary substantially from the
          manufacturer's suggested retail prices set forth in Schedule
          2.1(b).

     3.5.1     Price/Performance Protection:  AEC understands that  Kurzweil,
               a division of Lernout & Hauspie will continue its evaluation
               of microphones in all form factors, including headsets.  If
               Kurzweil, a division of Lernout & Hauspie, finds a microphone
               exceeding the price/performance of the NC80 or NC8, L&H will
               notify AEC of said finding, and grant AEC a grace period of
               (CONFIDENTIAL TREATMENT REQUESTED) days to provide a
               microphone of equivalent price/performance.  If AEC is unable
               to provide a microphone of equivalent price/performance within
               the grace period, Kurzweil, a division of Lernout & Hauspie,
               will be entitled to purchase, market, promote and sell
               microphones from other vendors on a non-exclusive basis.

4      PURCHASE ORDERS, PURCHASE PRICE AND PAYMENT.

     4.1  Minimum Amount.  Each order for Headsets under this Agreement shall
          be for a minimum of (CONFIDENTIAL TREATMENT REQUESTED) Headsets and
          shall be set forth in writing and delivered to AEC.

     4.2  Purchase Price.  L&H shall pay to AEC for each Headset purchased by
          L&H under this Agreement the purchase price set forth in Schedule
          2.1(b) for such Headset,which such purchase price is quoted FOB
          Hong Kong.  AEC agrees that the price provided by AEC to L&H under
          this Agreement for each Headset model set forth in Schedule 2.1(b)
          will not exceed (CONFIDENTIAL TREATMENT REQUESTED).

     4.3  Delivery.  In accordance with schedule 4.3 attached hereto, all
          deliveries of Headsets covered by any purchase order received by
          AEC from L&H under this Agreement shall be made in bulk, FOB
          Shipping Point by the (CONFIDENTIAL TREATMENT REQUESTED) day after
          receipt by AEC of such purchase order.  All deliveries hereunder
          shall be in bulk form and shall be made as L&H shall specify to
          AEC.

     4.4  Payment.  Payment of the purchase price for Headsets purchased by
          L&H under this Agreement shall be made NET (CONFIDENTIAL TREATMENT
          REQUESTED) days by L&H following the date of delivery.  Payment
          shall be made in U.S. dollars.  Any payments made after the due
          date shall bear interest at a rate of (CONFIDENTIAL TREATMENT
          REQUESTED) per month.

5    DISTRIBUTION AND PROMOTIONAL LITERATURE.

     5.1  Distribution to L&H Customers. (CONFIDENTIAL TREATMENT REQUESTED)

     5.2  Promotional Literature.  (CONFIDENTIAL TREATMENT REQUESTED)

6    PACKAGING.

     6.1  Responsibility.  L&H shall be responsible for the packaging of the
          Headsets purchased by L&H hereunder for resale to L&H Customers.

     6.2  Approval by AEC.  Prior to their use in connection with resales by
          L&H to L&H Customers, all packaging of Headsets sold by AEC for
          resale hereunder shall be submitted to AEC for review by AEC.  AEC
          shall have the right to prohibit the use of any portion of such
          packaging that AEC reasonably believes could damage AEC's or the
          Headset's image or customer appeal or that is misleading about the
          capabilities, use or function of the Headsets, or the rights in the
          technology comprising the Headsets or the AEC Marks, Names and
          Materials.

     6.3  Product Warranty.  All packaging of Headsets distributed by L&H
          shall include a written copy of the Product Warranty.

     6.4  Not A Sale.  None of the information or promotional materials
          concerning the Headsets shall state or imply that the intellectual
          property of AEC comprising the Headsets is being sold outright to
          L&H or any manufacturer, distributor, reseller or end-user, but
          shall in all cases refer to the grant of "a license to use" such
          intellectual property.

     6.5  Intellectual Property Markings.  L&H shall not alter or remove any
          copyright, trademark, patent, patent pending, proprietary and/or
          other legal notice contained on or in the Headset.  The existence
          of any copyright notice shall not be construed as an admission, or
          be deemed to create a presumption, that any publication of AEC
          copyrighted material has occurred.

     6.6  Expenses. (CONFIDENTIAL TREATMENT REQUESTED)

7    COOPERATION.  The parties shall cooperate with each other to their
     mutual benefit as follows:

     7.1  Web Site Links.  Each of L&H and AEC will incorporate in its own
          web site a so-called "hot-link" to the other's web site.

     7.2  Joint Promotion.  L&H and AEC will promote their joint relationship
          and the symbiosis of the Headsets and Software through press
          releases, all relevant trade shows that pertain to the markets in
          which the Headsets and Software are being marketed, and in relevant
          collateral material.

     7.3  Customer Service.  (CONFIDENTIAL TREATMENT REQUESTED)

     7.4  Returns and Product Warranty Service.  Andrea shall be responsible
          for and shall bear any and all expenses incurred in connection with
          the handling of returns of Headsets for service or replacement
          under the Product Warranty.

8    TERM AND TERMINATION.

     8.1  This Agreement shall have an initial term of one (1) year
          commencing on the date first set forth above and shall
          automatically renew for successive terms of one (1) year each
          unless one party provides written notice of non-renewal to the
          other party at least (CONFIDENTIAL TREATMENT REQUESTED) prior
          to the expiration of the then current term or unless earlier
          terminated as the result of a breach by a party.

     8.2  If either party shall breach any term, condition or provision of
          this Agreement and if the breaching party shall (a) fail to cure
          such breach within (CONFIDENTIAL TREATMENT REQUESTED) days after
          receipt from the other party of a notice of such breach or (b) in
          the case of breaches which require more than (CONFIDENTIAL
          TREATMENT REQUESTED) days to effect a cure, fail to commence and
          continue in good faith efforts to cure such breach, provided that
          such cure shall be effected no later than (CONFIDENTIAL TREATMENT
          REQUESTED)days after receipt of such notice of such breach, the
          non-breaching party may terminate this Agreement by written notice
          to the other party.

9    CONFIDENTIAL INFORMATION.

     9.1  Definition.  In the course of the parties working together under
          this Agreement, each party will have occasion to acquire and/or
          receive from the other party and each party will have occasion to
          disclose to the other party information that is not public, that is
          of critical competitive and financial importance to the disclosing
          party and that the disclosing party wishes to maintain in
          confidence.  All of such information however acquired by the
          receiving party, including, without limitation, trade secrets,
          customer lists, business plans, marketing plans, non-public
          financial data, product specifications and designs, the existence,
          nature, substance, progress and results of research and development
          projects, concepts, inventions, discoveries, formulations,
          processes, drawings, documents, records, software, or any other
          information, whether similar to the specified information or not,
          that is identified as confidential to the disclosing party, to any
          parent, subsidiary or affiliate company thereof or to any third
          party, is hereinafter referred to as such party's "Confidential
          Information".

     9.2  General Rule regarding Non-disclosure.  Accordingly, each party in
          its capacity as a party receiving Confidential Information agrees
          on behalf of itself and its principals, partners, directors,
          officers, employees and advisors (collectively "Employees") and
          that without the prior written approval of the disclosing party, it
          will not:

     9.2.1     use the disclosing party's Confidential Information for its
               own benefit, except in connection with the carrying out of its
               responsibilities and obligations under this Agreement;

     9.2.2     use the disclosing party's Confidential Information for anyone
               else's benefit for any reason;

     9.2.3     disclose the disclosing party's Confidential Information to
               anyone other than to those Employees with a need to know the
               information in order to carry out its responsibilities and
               obligations under this Agreement.

     9.3  Exceptions.  The obligation of confidentiality shall not relate to
          any information (a) that was already known to the receiving party
          prior to its disclosure by the disclosing party; (b) that is or
          becomes publicly known through no act or fault of the receiving
          party; (c) that is received by a party (without a breach of this
          Agreement) from a third party with no restrictions as to its
          disclosure; or (d) that is required to be disclosed pursuant to
          applicable law, a court order, a judicial proceeding, or the
          enforcement hereof, provided that the party whose information is to
          be disclosed is provided with reasonable prior written notice so
          that such party may contest such disclosure.

     9.4  Return of Confidential Information.  Upon the request of a party,
          the other party will return any of the requesting party's
          Confidential Information that is in tangible form and any physical
          manifestations of such Confidential Information.

     9.5  Employees.  The receiving party shall take all reasonable steps
          necessary to ensure that its employees are bound by restrictions
          regarding the use and disclosure of the disclosing party's
          Confidential Information similar to those contained herein.

     9.6  Injunctive Relief.  Each party understands, acknowledges and agrees
          that Confidential Information is of great competitive as well as
          monetary value and that, therefore, each party shall have the right
          to bring an action to enjoin any unauthorized disclosure or use of
          its own Confidential Information by the other party, it being
          agreed that a suit for monetary damages alone would be an
          inadequate remedy.

     9.7  Degree of care.  Each party as a receiving party shall use the same
          degree of care in protecting the confidentiality of confidential
          information received from the other party as such receiving party
          uses to protect its own confidential information.

10   AEC WARRANTY AND INDEMNITY FOR INFRINGEMENT.

     10.1 Warranty.

     10.1.1    AEC warrants (i) that it has the right to grant the licenses
               contained herein to L&H for the Licensed Activities, and (ii)
               that the Licensed Activities and the use of the Headsets by
               end-users will not infringe any patent rights, copyrights or
               other intellectual property rights of a third party.

     10.1.2    AEC MAKES NO WARRANTY WITH RESPECT TO INTELLECTUAL PROPERTY
               RIGHTS IN ANY COUNTRIES, OR OF MERCHANTABILITY, FITNESS FOR A
               PARTICULAR PURPOSE, OR ANY OTHER OR FURTHER WARRANTY, EITHER
               EXPRESS OR IMPLIED OR BY TRADE USAGE, IN CONNECTION WITH THE
               HEADSETS OR THE CONDUCT OF THE LICENSED ACTIVITIES.

     10.2 Indemnity.

     10.2.1    AEC agrees to indemnify and hold L&H and L&H customers that
               purchase Headsets from L&H hereunder harmless from, and defend
               L&H against, any loss, cost, damage, or expense and any claims
               therefor (including reasonable attorney's fees and expenses)
               suffered by L&H that arise from the infringement or the
               alleged infringement by the Headsets or the conduct of the
               Licensed Activities of any patent rights, copyrights or other
               intellectual property rights of a third party, including any
               claim of misappropriation of trade secrets (each a "Claim").

     10.2.2    In the event a Claim is made, in order to be entitled to the
               indemnity hereunder, L&H and any L&H customer indemnified
               hereunder must promptly notify AEC thereof in writing and must
               tender the defense of the Claim to AEC in writing.  AEC shall
               undertake the defense of the Claim at its own expense and in a
               prompt and competent manner.

     10.3 Limitations and Exclusions.

     10.3.1    AEC SHALL HAVE NO LIABILITY OR OBLIGATION HEREUNDER TO L&H
               WITH RESPECT TO ANY CLAIM THAT RESULTS FROM OR IS BASED ON (i)
               ANY IMPROVEMENTS, UPDATES, MODIFICATIONS OR OTHER CHANGES TO
               THE HEADSETS THAT ARE NOT MADE BY AEC; (ii) IMPROPER USE OF
               THE HEADSET; (iii) THE MALFUNCTIONING OF ANY HEADSET NOT
               OTHERWISE COVERED BY THE WARRANTY SET FORTH IN SCHEDULE 3.3;
               OR (iv) END-USER ERROR.

     10.3.2    AEC SHALL HAVE NO LIABILITY OR OBLIGATION TO L&H HEREUNDER
               WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF A PATENT,
               COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT IN
               WHICH AEC OR ANY AFFILIATE OF AEC HAS AN INTEREST OR LICENSE
               OTHER THAN THE INTEREST GRANTED HEREUNDER.

     10.3.3    IF ANY HEADSETS BECOME, OR IN AEC'S OPINION IS LIKELY TO
               BECOME, THE SUBJECT OF A CLAIM, AEC AT ITS OWN OPTION AND
               EXPENSE SHALL EITHER (i) PROCURE FOR L&H AND/OR L&H CUSTOMERS
               THAT HAVE PURCHASED HEADSETS FROM L&H THE RIGHT TO CONTINUE
               USING SUCH HEADSETS; (ii) REPLACE OR MODIFY THE HEADSETS SO
               THAT THEY BECOME NON-INFRINGING.

11   RESERVED.

12   L&H'S INDEMNITY FOR INFRINGEMENT.

     12.1 Indemnity.  L&H agrees to indemnify and hold AEC harmless from, and
          defend AEC against, any loss, cost, damage, or expense and any
          claims therefor (including reasonable attorney's fees and expenses)
          suffered by AEC that arise from the publication and/or sale by L&H
          of the Software or that are based on (i) alleged infringement by
          the Software of any patent rights, copyrights or other intellectual
          property rights of a third party; (ii) on theories of product
          liability, warranty, personal injury; or (iii) arising out of the
          illegal exportation of any Software or Headset by L&H.

     12.2 Claims.  In the event any claim of the type described in Section
          12.1 is made against AEC, in order to be entitled to the indemnity
          provided hereunder, AEC must promptly notify L&H thereof and must
          tender the defense thereof to L&H in writing.  L&H shall undertake
          the defense thereof at its own expense in a prompt and competent
          manner.

13   OTHER INDEMNITY MATTERS.

     13.1 NEITHER PARTY SHALL BE LIABLE OR OBLIGATED IN ANY MANNER UNDER THIS
          AGREEMENT TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL
          OR PUNITIVE DAMAGES EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN
          ADVANCE.

     13.2 Each party shall give the other party prompt written notice of any
          threat, warning or notice of any claim of which such party has
          knowledge or has reason to have such knowledge and for which
          indemnity is provided hereunder by a party.

14   NOTICES.  All notices required or permitted under this Agreement shall
     be in writing and shall be deemed given either (a) when hand delivered
     to a party; (b) when deposited with any delivery service listed in
     Schedule 14 attached hereto with instructions to provide next-business-
     day delivery and proof of delivery to a party; or (c) when sent by
     facsimile transmission to a party followed immediately by delivery in
     conformity with clauses (a) or (b) of this Section 14, as follows:

     IF TO L&H AT:                           IF TO AEC AT:
     Sint-Krispinstraat 7                         11-40 45/th/ Road
     8900 leper, Belgium                     Long Island City, NY 11101
     Attn:  Legal Department                      Attn:  Legal Department
     Fax#:  (617) 893-6525                        Fax#:  (718) 784-8457

or to such other address of a party as such party may by notice hereunder
designate to the other party.

15   MISCELLANEOUS.

     15.1 Entire Agreement; Amendments; Counterparts.  This Agreement
          together with the schedules attached hereto contains the entire
          understanding of the parties on the subject matter hereof except as
          otherwise expressly contemplated herein and no representation,
          affirmation of fact, course of prior dealings, promise or condition
          in connection herewith or usage of the trade not expressly
          incorporated herein shall be binding on the parties; shall not be
          amended hereof except as otherwise expressly contemplated herein;
          shall not be amended except by written agreement of the parties
          signed by each of them; shall be binding upon and inure to the
          benefit of the parties and their successors and permitted assigns;
          may be executed in one or more counterparts each of which shall be
          deemed an original hereof, but all of which shall constitute but
          one and the same agreement; and shall not be assignable by a party
          without the prior written consent of the other party.

     15.2 Assignment.  L&H shall not assign this Agreement or any rights or
          obligations hereunder without the prior written consent of AEC.
          AEC shall not assign this Agreement or any rights or obligations
          hereunder without the prior written consent of L&H.

     15.3 Construction.

     15.3.1    The words "herein,"  "hereof," "hereunder," "hereby,"
               herewith" and words of similar import when used in this
               Agreement shall be construed to refer to this Agreement as a
               whole.  The word "including" shall mean "including, but not
               limited to," any enumerated items.

     15.3.2    Each party and its counsel has reviewed this Agreement.
               Accordingly, the normal rule of construction that any
               ambiguities and uncertainties are to be resolved against the
               party preparing an agreement will not be employed in the
               interpretation of this Agreement; rather the Agreement shall
               be construed as if all parties had jointly prepared it.

     15.4 Waivers.  The failure to insist upon strict compliance with any
          term, covenant or condition contained herein shall not be deemed a
          waiver of such term, nor shall any waiver or relinquishment of any
          right at any one or more times be deemed a waiver or relinquishment
          of such right at any other time or times.

     15.5 Severability.  In the event that any section or subsection of this
          Agreement or part thereof is found by competent judicial authority
          to be invalid, illegal or unenforceable in any respect, then such
          section or subsection or part thereof shall, if possible, be
          modified to the minimum extent necessary to render such section or
          subsection valid, legal and enforceable and still be consistent
          with the intent of the parties, and the validity, legality and
          enforceability of any such section or subsection or part thereof in
          every other respect and the remainder of this Agreement shall
          continue in effect.

     15.6 Force Majeure.  Neither AEC nor L&H shall be in default or liable
          for any delay or failure of compliance with this Agreement due to
          an act of nature, public enemy, government action, freight embargo,
          or strike beyond the control of the defaulting party and the
          defaulting party shall provide the non-defaulting party immediate
          notice of any such anticipated delay or failure of compliance;
          provided, however, that any such act shall not relieve the
          defaulting party's obligations hereunder and such party hereby
          agrees to perform its obligations as soon as practicable after the
          conditions causing such delay or failure have subsided.

     15.7 Headings and Captions.  The headings and captions of the sections
          and paragraphs herein are for convenience only and shall not be
          used to construe or interpret this Agreement.

     15.8 Governing Law; Jurisdiction.  This Agreement shall be governed by
          and construed in accordance with the laws of the State of New York
          without giving effect to any choice of law or conflict of law
          provision or rule whether of the State of New York or any other
          jurisdiction that would cause the application hereto of the laws of
          any jurisdiction other than the State of New York.  Each party
          agrees that any action arising under this Agreement may be brought
          in the federal or state courts in the County of New York, State of
          New York, and each party agrees to submit to the personal
          jurisdiction of such courts.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above
written.

LERNOUT & HAUSPIE SPEECH PRODUCTS N.V.  ANDREA ELECTRONICS CORPORATION



By:                                     By:
   -------------------------------         -----------------------------
     President                             Co-President

SCHEDULE 2.1(A) - L&H SOFTWARE

(CONFIDENTIAL TREATMENT REQUESTED)

SCHEDULE 2.1(B) - AEC HEADSETS


Product Description                                      Purchase Price  MSRP

(Confidential Treatment Request)


SCHEDULE 3.2 - AEC COPYRIGHTED MATERIALS

Andrea Electronics Corporation hereby grants to L&H, its subsidiaries and
affiliates the nonexclusive, royalty-free right and license to use, in
connection with the marketing of the Headsets, the Headset name(s) and
trademarks used by the supplier to identify the Headsets including any
portions thereof.  If Andrea Electronics Corporation informs L&H in writing,
that Andrea Electronics Corporation objects to L&H's use of the Headset(s)
names and trademarks, L&H will take reasonable steps to modify it.

    (Confidential Treatment Requested)

SCHEDULE 3.3 - FORM OF AEC PRODUCT WARRANTY

Andrea warrants that all Headsets provided to L&H under the terms of this
Agreement are free from defects in design, material and workmanship, and
conform to all of AEC's Headset representations in this agreement and agreed
upon Headset specifications.

                      (see attached Consumer Guarantee)

SCHEDULE 4.3 -

FOB Shipping point is defined as freight on board at AEC's shipping points in
(CONFIDENTIAL TREATMENT REQUESTED). (CONFIDENTIAL TREATMENT REQUESTED)

SCHEDULE 14 - LIST OF APPROVED COURIERS FOR DELIVERY OF NOTICES

(CONFIDENTIAL TREATMENT REQUESTED)


ORDER SCHEDULE
(CONFIDENTIAL TREATMENT REQUESTED)

DELIVERY SCHEDULE
(CONFIDENTIAL TREATMENT REQUESTED)