HAUPPAUGE DIGITAL INC
EX. 10.8 DEAN CIRIELLI RELOCATION PACKAGE AGMT.
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10-8.txt
<DESCRIPTION>EX. 10.8 DEAN CIRIELLI RELOCATION PACKAGE AGMT.
<TEXT>
                          RELOCATION PACKAGE AGREEMENT



The Board of Directors of Hauppauge  Digital,  Inc.  ("Company")  agrees to Dean
Cirielli's  Relocation  Package and to reimburse him for  relocating to the Long
Island area, NY, the terms of which are set forth as follows:

1.   The actual cost of moving Mr Cirielli's and his family's  personal  effects
     to the Long Island area, NY ("Moving Costs");

2.   No more than $4000 to cover Mr.  Cirielli's  mortgage points for buying the
     purchase  of  his  new  home  in  the  Long  Island  area,   NY  ("Mortgage
     Commission");

3.   Mr.  Cirielli's  selling agent's actual  commission for selling his present
     home ("Selling Agent's  Commission),  such sum constituting no more than 5%
     of the sale price of his present home;

(the  aggregate of the Moving  Costs,  the Mortgage  Commission  and the Selling
Agent's Commission collectively referred to as the "Relocation Costs");

4.   The Relocation Costs shall not exceed the sum of $100,000;

5.   Payment of the Relocation Costs to Mr. Cirielli shall be in accordance with
     the following schedule:

     (a)  50% of the Relocation Costs or $50,000  (whichever is the lower) on or
          before he physically  and  permanently  relocates to Long Island,  NY,
          such date to be the date of  signing a  definitive  sale and  purchase
          agreement to either sell his existing  residence or buy a house in the
          Long  Island  area,  NY,  whichever  is the earlier  (the  "Relocation
          Date");

     (b)  25% of the Relocation Costs or $25,000 (whichever is the lower) on the
          first anniversary of the Relocation Date; and

     (c)  25% of the Relocation Costs or $25,000 (whichever is the lower) on the
          second anniversary of the Relocation Date

6.   If the Company  terminates  Employee's  employment  prior to the end of the
     Term (as defined in the Employee's  Employment  Agreement dated 1 May 2002,
     hereinafter referred to as the Employment Agreement) without cause pursuant
     to Par.  2(e)(2)  of the  Employment  Agreement  or  Employee  tenders  his
     resignation pursuant to Par. 2(f) of the Employment Agreement because of 1)
     a material  downgrading  in  Employee's  duties or  responsibilities,  2) a
     permanent  change in

<PAGE>

     Hauppauge's  principal  office  to a  location  not  within 20 miles of its
     present  location or 3) any permanent  relocation of Employee to a place of
     business  more than 20 miles of its  present  location,  Employee  shall be
     entitled to any unpaid  Relocation Costs, with such payment to be made in a
     lump sum within sixty (60) days of  termination.  For the  avoidance of any
     doubt, the Relocation Costs payment schedule as spelt out in Clause 5 above
     shall  remain  unaltered  and  binding  on  parties  in the event  that the
     Employment Agreement expires and Employee continues to be in the employment
     of Company. This clause shall survive any termination of this Agreement and
     the Employment  Agreement and shall expire upon the said payment being made
     to the Employee in full and final satisfaction of the Company's  relocation
     obligation to Employee.

7.   This Agreement shall be read in conjunction with the Employment Agreement.


/s/ Ken Plotkin
-------------------------------------------
Ken Plotkin
For and on behalf of the Board of Directors
Hauppauge Digital Inc.

ACCEPTED BY:


/s/ Dean Cirielli
-------------------------------------------
Dean Cirielli



</TEXT>
</DOCUMENT>
