EXHIBIT 10.17

This Licensing Agreement is entered into this December 19, 2001, by and between Andrea Electronics Corporation, a New York corporation having its principal place of business at 45 Melville Park Road, Melville, New York 11747, together with its subsidiaries and affiliates ("Andrea"), and Analog Devices, Inc., a Massachusetts corporation having its principal place of business at One Technology Way, Norwood, MA 02062 ("ADI").

RECITALS

WHEREAS, Andrea, by itself and through its subsidiaries, has developed and is the owner of all right, title and interest in, to and under certain patented microphone enhancing software algorithms (together with enhancements and/or modifications providing error corrections and minor improvements in features and functionality, "the Algorithms") that can be used to enhance voice-driven natural language computer interfaces and telephony applications, among other things; and

WHEREAS, ADI desires to offer one or more of the following Algorithms:
PureAudio(R); EchoStop(TM); and DSDA(R), (the "Licensed Algorithms") to ADI's Coder/Decoder ("CODEC") chip customers for use on personal computers ("PC's");

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Andrea and ADI (together the "Parties") hereby agree as follows:

1.1 Andrea grants to ADI a worldwide, royalty-bearing license, including the right to sublicense to ADI CODEC chip customers, Andrea's PureAudio algorithm and updates for use on PC's, excluding handheld computing devices such as tablet PCs and PDAs. In addition, Andrea grants to ADI a worldwide, royalty-free license, including the right to sublicense to ADI CODEC chip customers and/or end users, to load Andrea's EchoStop and DSDA algorithms and updates for use on PC's, excluding handheld computing devices such as tablet PCs and PDAs, subject to said chip customers and/or end users entering into a terms of use agreement directly with Andrea to enable either or both Licensed Algorithms. Should ADI desire to use the Licensed Algorithms for purposes or devices other than those described above, the terms of such use shall be subject to one or more separate license agreements between ADI and Andrea. Updates shall include minor enhancements to performance, functionality and features. Except as the Parties may otherwise agree, ADI may not, modify, translate, disassemble, decompile, reverse engineer or create derivative works based on the Licensed Algorithms. The Licensed Algorithms are protected by United States and international copyright law and treaties, as well as other intellectual property law and treaties, and ADI is granted no title or ownership rights, in or

to the Licensed Algorithms, in whole or in part, and ADI acknowledges that title to all copyrights, patents, know-how, trade secrets and/or any other intellectual property rights to and in the Licensed Algorithms and associated documentation are and shall remain the property of Andrea and its successors or assigns. As such, ADI warrants that it will not sell or sub-license the Licensed Algorithms except as provided herein.

1.2 Andrea will not market, license or sell the Licensed Algorithms to be bundled with integrated motherboard and riser card PC configurations during the term of this Agreement. Notwithstanding the preceding sentence, Andrea may market, sell or license the Licensed Algorithms for use in electronic equipment, including PC's, where the Licensed algorithms are not bundled with integrated motherboards or riser cards. Specifically, Andrea may market, sell or license the Licensed Algorithms for use with specific applications, and/or aftermarket audio input devices.

1.3 In consideration for the exclusive arrangement described in Section 1.2, ADI will represent to the marketplace, including PC original equipment and after market customers, that Andrea is ADI's "Preferred Partner". As its Preferred Partner, ADI, when engaging in marketing efforts, will highlight the benefits and advantages to the customer of selecting products equipped with Andrea hardware and/or software audio input technologies, and where ADI has been given the discretion to select the audio input provider, ADI will select Andrea under similar terms, conditions and circumstances.

1.4 It is expressly understood by each of the Parties that the goodwill and superior reputation enjoyed by the other is of ultimate importance to the other. Each of the Parties agrees to use its best efforts to protect the other and to avoid any action or inaction that may adversely affect the other's goodwill, reputation or image.

1.5 Each of the Parties will use its best efforts to protect the patents, copyrights, trademarks or other intellectual property of the other. At no time, either during the term of this Agreement or subsequent to its expiration or other termination, may either party utilize any of the other's names, logos, patents, copyrights or trademarks except as authorized elsewhere in this Agreement or as otherwise agreed to in writing between the Parties.

1.6 In order to facilitate the integration of the Licensed Software and updates thereto bundled with ADI's CODEC products, Andrea will provide reasonably necessary support at no charge to ADI.

2.1 In consideration of the license granted under this Section 1.1, ADI shall pay to Andrea a royalty equal to [*******] U.S. dollars ($[*******]) per year. Payment for the initial Term of this Agreement shall be due and payable fifteen
(15) days after the execution of this Agreement. Payment for each subsequent Term, if applicable, shall be payable and due on a quarterly basis in equal installments of [*******] U.S. dollars ($[*******]) beginning on May 5, 2003, and continuing on the fifth day of each successive August, November, February and May for Term of this Agreement.

5.1 The term of this Agreement shall commence on May 1, 2002 hereof and shall continue for a period of one (1) year and shall thereafter automatically renew for additional one year periods unless ADI expresses its desire not to renew in writing at least thirty (30) days prior to expiration of the initial or successive period, or unless Andrea expresses its desire not to renew in writing at least one (1) year prior to the expiration of any applicable successive period commencing on May 1, 2004 or thereafter.

5.2 If either party shall breach any term, condition or provision of this Agreement and (a) if the breaching party fails to cure for thirty (30) days after notice of such breach, or (b) in the case of breaches which require more than thirty (30) days to effect a cure, the breaching party fails to commence and continue in good faith efforts to cure such breach, provided that such cure shall be effected no later than sixty (60) days after receipt of such notice of such breach, the non-breaching party may terminate this Agreement by written notice to the other party.

5.3 The termination of this Agreement shall not affect any claim, right or remedy that a party has against a breaching party.

5.4 In the event this Agreement is terminated pursuant to this Section 5 (except in the event of termination by Andrea pursuant to Section 5.2), ADI shall have the right to use and distribute the CODEC chips with Licensed Algorithms it has manufactured (or had manufactured) before the date of such termination to PC customers and/or end users.

7.1 ADI EXPRESSLY AGREES THAT THE LICENSED ALGORITHMS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EXCEPT FOR THOSE

SPECIFICALLY PROVIDED FOR IN SECTION 7.2. FURTHERMORE, ANDREA EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE. IN NO EVENT WILL EITHER PARTY BE LIABLE TO OR THROUGH ANY PARTY FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF BUSINESS OR BUSINESS INFORMATION, BUSINESS INTERRUPTION, OR OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING INJURY TO PROPERTY, AS A RESULT OF ANY PARTY'S USE OR INABILITY TO USE THE LICENSED ALGORITHMS OR BREACH OF ANY WARRANTY OR OTHER TERM OF THIS CONTRACT, REGARDLESS OF WHETHER ANDREA WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

7.2 Andrea has full title and ownership of the Licensed Algorithms and has not assigned, transferred, pledged or otherwise encumbered the Licensed Algorithms or intellectual property rights with respect thereto or agreed to do so, including in the performance of its obligations under this Agreement. The Licensed Algorithms do not infringe or misappropriate any patent, trade secret, copyright, mask work or other proprietary right of any third party, and Andrea is not aware of any invention, product or prior act that would prevent or interfere with the filing of an application for, or the issuance of, any patent for the Licensed Algorithms or that would affect the validity or enforceability of any patent that may issue showing Andrea as the inventor and covering any one or more aspects of the Licensed Algorithms.

7.3 Andrea shall indemnify and hold ADI harmless from and against any and all claims, liabilities, losses, damages, costs and expenses incurred by ADI as a result of any breach of any of the representations or warranties contained in
Section 7.2 above.

time. Such notices shall be deemed effective on the date of receipt. Notice shall be sent to the address set forth in the first paragraph of this Agreement.

(a) This Agreement constitutes the entire agreement between the Parties hereto and supersedes all prior agreements and understandings, oral and written, between the Parties relating to the subject matter hereof, and no change, addition to or waiver of any of the terms of this Agreement shall be binding as to the Parties hereto unless approved in writing by the Parties hereto or their authorized representations.

(b) Each of the Parties warrants and represents that it is authorized to enter into this Agreement and that the terms of this Agreement and the performance thereof are not in violation of the terms and conditions of any other contract, instrument, order or decree to which it is party or by which it is bound.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first written above.

ANDREA ELECTRONICS CORPORATION                   ANALOG DEVICES, INC.


By:/s/ Christopher P. Sauvigne                   By: /s/ John Croteau
   ------------------------------------------       ----------------------------
Name: Christopher P. Sauvigne                    Name:   John Croteau
                                                      --------------------------

Title: President and Chief Executive Officer     Title:  Product Line Director
                                                       -------------------------

EXHIBIT 10.18

This Amendment #1 ("the Amendment"), is entered into this March 13, 2002. When duly executed by the Parties, this Amendment #1 will be an amendment to the Licensing Agreement entered into on December 19, 2001 (the "Agreement"), by and between Andrea Electronics Corporation ("Andrea"), and Analog Devices, Inc. ("ADI").

This Amendment hereby amends the Agreement as follows:

1.1 Andrea grants to ADI:

a. a worldwide, perpetual, fully paid royalty-bearing license, including the right to sublicense to ADI CODEC chip customers, Andrea's PureAudio algorithm and updates for use on PC's, excluding handheld computing devices such as tablet PCs and PDAs; and

b. a worldwide, royalty-free license, including the right to sublicense to ADI CODEC chip customers and/or end users, to load Andrea's EchoStop and DSDA algorithms and updates for use on PC's, excluding handheld computing devices such as tablet PCs and PDAs, subject to said chip customers and/or end users entering into a terms of use agreement directly with Andrea to enable either or both Licensed Algorithms.

Should ADI desire to use the Licensed Algorithms for purposes or devices other than those described above, the terms of such use shall be subject to one or more separate license agreements between ADI and Andrea. Updates shall include minor enhancements to performance, functionality and features. Except as the Parties may otherwise agree, ADI may not, modify, translate, disassemble, decompile, reverse engineer or create derivative works based on the Licensed Algorithms. The Licensed Algorithms are protected by United States and international copyright law and treaties, as well as other intellectual property law and treaties, and ADI is granted no title or ownership rights, in or to the Licensed Algorithms, in whole or in part, and ADI acknowledges that title to all copyrights, patents, know-how, trade secrets and/or any other intellectual property rights to and in the Licensed Algorithms and associated documentation are and shall remain the property of Andrea and its successors or assigns. As such, ADI warrants that it will not sell or sub-license the Licensed Algorithms except as provided herein.

2.1 In consideration of the license granted under this Section 1.1.a, ADI shall pay to Andrea a one-time, lump-sum royalty equal to [*******] U.S. dollars
[*******]. Payment shall be due and payable on May 5, 2002. Notwithstanding the foregoing, any payments previously made by ADI under the Agreement prior to the execution of this Amendment shall be credited to the payment of this royalty.

5.1 The term of this Agreement shall commence on May 1, 2002 hereof and shall continue for a period of one (1) year and shall thereafter automatically renew for additional one year periods unless ADI expresses its desire not to renew in writing at least thirty (30) days prior to expiration of the initial or successive period, or unless Andrea expresses its desire not to renew in writing at least one (1) year prior to the expiration of any applicable successive period commencing on May 5, 2004 or thereafter. Notwithstanding the foregoing, the license granted to ADI under Section 1.1.a of this Agreement is perpetual and therefore may not be terminated by Andrea for any reason other than those in
Section 5.2 of this Agreement.

8.12 [*******]

Except as modified by this Amendment, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect. Once signed, any reproduction by reliable means (for example, photocopy or facsimile) is an original unless prohibited by law.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment #1 as of the date first written above.

ANDREA ELECTRONICS CORPORATION                ANALOG DEVICES, INC.


By:/s/ Christopher P. Sauvigne                By:  /s/ John Croteau
---------------------------------------          -------------------------------

Name: Christopher P. Sauvigne                 Name:    John Croteau
                                                   -----------------------------

Title: President and Chief Executive Officer  Title:   Product Line Director
                                                    ----------------------------

[*******]

[*******]

[*******]

EXHIBIT 10.19

This Licensing Agreement is entered into this March 13, 2002, by and between Andrea Electronics Corporation, a New York corporation having its principal place of business at 45 Melville Park Road, Melville, New York 11747, together with its subsidiaries and affiliates ("Andrea"), and Analog Devices, Inc., a Massachusetts corporation having its principal place of business at One Technology Way, Norwood, MA 02062 ("ADI").

RECITALS

WHEREAS, Andrea is the owner of certain proprietary information and technology and intellectual property rights in, to and under that information and technology, and United States Patent application Serial Nos. [*******] relating to [*******] technology, including improvements thereon arising from this Agreement ("[*******] technology") and is desirous of granting a license thereunder; and

WHEREAS, ADI desires to offer Andrea's [*******] technology to ADI's Coder/Decoder ("CODEC") chip customers for use on personal computers ("PC's").

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Andrea and ADI (together the "Parties") hereby agree as follows:

1.1 Andrea grants to ADI a worldwide, exclusive, perpetual, fully paid royalty-bearing license, including the right to sublicense to ADI CODEC chip customers, Andrea's [*******] technology and updates for use on PC's. Should ADI desire to use the [*******] technology for purposes other than those described above, the terms of such use shall be subject to one or more separate license agreements between ADI and Andrea. Updates shall include minor enhancements to performance, functionality and features. Except as the Parties may otherwise agree, ADI may not, modify, reverse engineer or create derivative works based on the [*******] technology. The [*******] technology is protected by United States and international intellectual property law and treaties, as well as other laws and treaties, and ADI is granted no title or ownership rights, in or to the
[*******] technology, in whole or in part, and ADI acknowledges that title to all trademarks, patents, know-how, trade secrets and/or any other intellectual property rights to and in the [*******] technology and associated documentation are and shall remain the property of Andrea and its successors or assigns. As such, ADI warrants that it will not sell or sub-license the [*******] technology except as provided herein.

1.2 Andrea will not market, license or sell the [*******] technology to be bundled with integrated motherboard and riser card PC configurations during the term of this Agreement.

Notwithstanding the preceding sentence, Andrea may market, sell or license the
[*******] technology for use in electronic equipment, including PC's, where the
[*******] technology is not bundled with integrated motherboards or riser cards. Specifically, Andrea may market, sell or license the [*******] technology for use with specific applications, and/or aftermarket audio input devices.

1.3 In consideration for the exclusive arrangement described in Section 1.2, ADI will represent to the marketplace, including PC original equipment and after market customers, that Andrea is ADI's "Preferred Partner". As its Preferred Partner, ADI, when engaging in marketing efforts, will highlight the benefits and advantages to the customer of selecting products equipped with Andrea hardware and/or software audio input technologies, and where ADI has been given the discretion to select the audio input provider, ADI will select Andrea under similar terms, conditions and circumstance

1.4 It is expressly understood by each of the Parties that the goodwill and superior reputation enjoyed by the other is of ultimate importance to the other. Each of the Parties agrees to use its best efforts to protect the other and to avoid any action or inaction that may adversely affect the other's goodwill, reputation or image.

1.5 Each of the Parties will use its best efforts to protect the patents, copyrights, trademarks or other intellectual property of the other. At no time, either during the term of this Agreement or subsequent to its expiration or other termination, may either party utilize any of the other's names, logos, patents, copyrights or trademarks except as authorized elsewhere in this Agreement or as otherwise agreed to in writing between the Parties.

1.6 In order to facilitate the integration of the [*******] technology and updates thereto bundled with ADI's CODEC products, Andrea will provide reasonably necessary support at no charge to ADI.

2.1 In consideration of the license granted under this Section 1.1, ADI shall pay to Andrea a one-time, nonrefundable, lump-sum royalty equal to [*******] U.S. dollars ($[*******]). Payment shall be due and payable on or before August 4, 2002.

3.1 During the term of this Agreement, ADI and Andrea shall promote their relationship contemplated hereby and the complementarity of the [*******] technology and ADI's products through, by way of example only, press releases, trade shows agreed upon by the Parties, and in relevant collateral material. All press releases, trade show material and collateral material prior to and in furtherance of such promotional efforts must be mutually agreed to by the Parties. In furtherance of ADI's promotion of Andrea, ADI will introduce Andrea to ADI's strategic partners and customers, including, but not limited to,
[*******]. Furthermore, it is expressly understood that all ADI products incorporating the [*******] technology will include Andrea's logo in a manner to be reasonably agreed upon by the Parties. It is also understood that any Profits derived from Andrea's [*******] products that serve as companions to ADI products incorporating the [*******] technology will be divided equally among the Parties. Profits shall

be defined as the selling price of the product less all costs typically associated with manufacturing and selling the products, including, but not limited to, sales commissions, marketing and advertising expenses and warranty costs. [*******].

3.2 In the event of a sale of substantially all of the assets of Andrea or transfer of substantially all of its stock to an independent party, ADI reserves the right to design and manufacture [*******] products that serve as companions to ADI products incorporating the [*******] technology. It is also understood that any Profits derived from products designed or manufactured by ADI under this Section 3.2 that serve as companions to ADI products incorporating the
[*******] technology will be divided equally among the Parties as defined in 3.1 above.

5.1 The license granted under Section 1.1.a of this Agreement is perpetual and therefore may not be terminated by Andrea for any reason other than those stated in Section 5.2 of this Agreement.

5.2 If either party shall breach any term, condition or provision of this Agreement and (a) if the breaching party fails to cure for thirty (30) days after notice of such breach, or (b) in the case of breaches which require more than thirty (30) days to effect a cure, the breaching party fails to commence and continue in good faith efforts to cure such breach, provided that such cure shall be effected no later than sixty (60) days after receipt of such notice of such breach, the non-breaching party may terminate this Agreement by written notice to the other party.

5.3 The termination of this Agreement shall not affect any claim, right or remedy that a party has against a breaching party.

5.4 In the event this Agreement is terminated pursuant to this Section 5 (except in the event of termination by Andrea pursuant to Section 5.2), ADI shall have the right to use and distribute the CODEC chips with the [*******] technology it has manufactured (or had manufactured) before the date of such termination to PC customers and/or end users.

7.1 ADI EXPRESSLY AGREES THAT THE [*******] TECHNOLOGY IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EXCEPT FOR THOSE SPECIFICALLY PROVIDED FOR IN SECTION 7.2. FURTHERMORE, ANDREA EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESSED

OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE
[*******] TECHNOLOGY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO OR THROUGH ANY
PARTY FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF BUSINESS OR BUSINESS INFORMATION, BUSINESS INTERRUPTION, OR OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING INJURY TO PROPERTY, AS A RESULT OF ANY PARTY'S USE OR INABILITY TO USE THE [*******] TECHNOLOGY OR BREACH OF ANY WARRANTY OR OTHER TERM OF THIS CONTRACT, REGARDLESS OF WHETHER ANDREA WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

7.2 Andrea has full title and ownership of the [*******] technology and has not assigned, transferred, pledged or otherwise encumbered the [*******] technology or intellectual property rights with respect thereto or agreed to do so, including in the performance of its obligations under this Agreement. The
[*******] technology does not infringe or misappropriate any patent, trade secret, copyright, mask work or other proprietary right of any third party, and Andrea is not aware of any invention, product or prior act that would prevent or interfere with the filing of an application for, or the issuance of, any patent for the [*******] technology or that would affect the validity or enforceability of any patent that may issue showing Andrea as the inventor and covering any one or more aspects of the [*******] technology.

7.3 Andrea shall indemnify and hold ADI harmless from and against any and all claims, liabilities, losses, damages, costs and expenses incurred by ADI as a result of any breach of any of the representations or warranties contained in
Section 7.2 above.

(b) Each of the Parties warrants and represents that it is authorized to enter into this Agreement and that the terms of this Agreement and the performance thereof are not in violation of the terms and conditions of any other contract, instrument, order or decree to which it is party or by which it is bound.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first written above.

ANDREA ELECTRONICS CORPORATION                 ANALOG DEVICES, INC.


By:/s/ Christopher P. Sauvigne                 By:  /s/ John Croteau
   ------------------------------------------     ------------------------------

Name: Christopher P. Sauvigne                  Name:    John Croteau
                                                    ----------------------------

Title: President and Chief Executive Officer   Title:   Product Line Director
                                                     ---------------------------

Exhibit 10.20

ACKNOWLEDGMENT AND AGREEMENT

ACKNOWLEDGMENT AND AGREEMENT (the "Agreement"), dated as of March 28, 2002, by and between Andrea Electronics Corporation, a New York corporation, with headquarters located at 45 Melville Park Road, Melville, New York 11747 (the "Company"), and the investor listed on the Schedule of Investor attached hereto (the "Investor").

WHEREAS:

A. The Company and the Investor have entered into that certain Securities Purchase Agreement, dated as of October 5, 2000 (the "Securities Purchase Agreement"), pursuant to which the Investor purchased from the Company shares of the Company's Series C Convertible Preferred Stock (the "Series C Preferred Stock"), which are convertible into shares of the Company's common stock, par value $0.50 per share (the "Common Stock") (as converted, the "Conversion Shares"), in accordance with the terms of the Company's Certificate of Amendment of the Certificate of Incorporation of the Company for the Series C Preferred Stock, as filed with the Secretary of State of the State of New York on October 6, 2000 (the "Certificate of Amendment");

B. The Investor is the holder of that number of shares of Series C Preferred Stock (each a "Preferred Share" and, collectively, the "Preferred Shares") set forth opposite its name on the Schedule of Investor;

NOW THEREFORE, the Company and the Investor hereby agree as follows:

price per Preferred Share equal to the Triggering Event Redemption Price. Each of the parties acknowledges that, until the aggregate Triggering Event Redemption Price is paid pursuant to the Waiver on April 1, 2007 with respect to any Preferred Shares which remain outstanding on April 1, 2007, the Preferred Shares remain outstanding under the Certificate of Amendment and the provisions thereof shall continue to apply to the Preferred Shares, including, without limitation, (i) the Investor's right to convert the Preferred Shares in accordance with Section IV of the Certificate of Amendment, (ii) the conversion of the Maturity Conversion Shares (as defined in the Certificate of Amendment) on the Two Year Date (as defined in the Certificate of Amendment) in accordance with Section IV(H) of the Certificate of Amendment and (iii) the Investor's right to require the Company to redeem the Preferred Shares upon the occurrence of a Triggering Event (other than as a result of any Triggering Events waived pursuant to the Waiver, provided that the conditions of the Waiver are satisfied).

The Investor represents and warrants that:

The Company represents and warrants to the Investor that:

Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies, and (v) the Certificate of Amendment is in full force and effect, enforceable against the Company in accordance with its terms.

On and after October 10, 2002, the Conversion Shares shall be freely tradeable under Rule 144(k) promulgated under the 1933 Act, provided that at the time of a sale the Investor is not, and has not at any time in the three months prior thereto been, an "affiliate" of the Company within the meaning of paragraph
(a)(1) of Rule 144 promulgated under the 1933 Act.

a. The Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

b. The representations and warranties of the Investor contained herein shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Investor shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Investor at or prior to the Closing Date.

a. The Company shall have executed each of the Transaction Documents and delivered the same to the Investor.

b. The Common Stock shall be designated for quotation on AMEX or listed on the NYSE, and shall not have been suspended from trading on or delisted from such exchanges nor shall delisting or suspension by such exchanges have been threatened either (A) in writing by such exchanges or (B) by falling below the minimum listing maintenance requirements of such exchanges.

c. The representations and warranties of the Company contained herein shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive

Officer of the Company, dated as of the Closing Date, to the foregoing effect.

f. The Company shall have executed and delivered to the Investor UCC-1 financing statements in the name of the Investor for such jurisdictions requested by the Investor and in a form reasonably satisfactory to the Investor.

g. The Board of Directors of the Company shall have adopted resolutions consistent with Section 3(b)(ii) above and in a form reasonably acceptable to the Investor (the "Resolutions").

h. The Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company [and each U.S. Subsidiary] in such corporation's state of incorporation issued by the Secretary of State of such state of incorporation as of a date within ten days of the Closing Date.

i. The Company shall have delivered to the Investor a secretary's certificate, dated as of the Closing Date, certifying as to (A) the Resolutions, (B) the Certificate of Incorporation, (C) the By-laws, each as in effect at the Closing Date.

j. The Company shall have delivered to the Investor a certified copy of its Certificate of Incorporation as certified by the Secretary of State of the State of New York within 10 days of the Closing Date.

k. The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by the Transaction Documents as the Investor or its counsel may reasonably request.

(irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee (other than a cause of action, suit or claim which is (x) brought or made by the Company and
(y) is not a shareholder derivative suit) and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents. Notwithstanding the foregoing, Indemnified Liabilities shall not include any liability of any Indemnitee arising solely out of such Indemnitee's willful misconduct or fraudulent action(s). To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights and obligations under this Section 7 shall be the same as those set forth in Sections 6(a) and (d) of the Registration Rights Agreement, including, without limitation, those procedures with respect to the settlement of claims and the Company's rights to assume the defense of claims.

kept on file by the sending party); or (iii) upon delivery by a nationally recognized delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Andrea Electronics Corporation
45 Melville Park Road
Melville, New York 11747

Telephone: (516) 719-1800 Facsimile: (516) 719-1824 Attention: President, Chief Operating Officer

With a copy to:

Andrea Electronics Corporation 45 Melville Park Road
Melville, New York 11747 Telephone: (516) 719-1800 Facsimile: (516) 719-1824 Attention: Executive Vice President, Chief Financial Officer

If to the Investor, to it at the address and facsimile number set forth on the Schedule of Investors, with copies to the Investor's representatives as set forth on the Schedule of Investors, or at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communications, (B) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

the Investor shall not release the Investor from its obligations hereunder unless such obligations are assumed by such assignee and the Company has consented to such assignment and assumption, which consent shall not be unreasonably withheld.

enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

* * * * * *

IN WITNESS WHEREOF, the Investor and the Company have caused this Acknowledgment and Agreement to be duly executed as of the date first written above.

COMPANY:                               INVESTOR:

ANDREA ELECTRONICS                     HFTP INVESTMENT L.L.C.
  CORPORATION                          By: Promethean Asset Management, L.L.C.
                                       Its: Investment Manager

By:    /s/ RICHARD A. MAUE             By: /s/ JAMES F. O'BRIEN, JR.
   --------------------------------    -------------------------------------
Name:     Richard A. Maue              Name: James F. O'Brien, Jr.
        ---------------------------    Its:  Managing Member
Title:    Chief Financial Officer
            and Corporate Secretary
        ---------------------------

                                                                 Number of
                                                                  Initial
                                    Investor Address             Preferred     Investor's Representatives' Address
    Investor Name                 and Facsimile Number             Shares              and Facsimile Number
----------------------  ---------------------------------------  ---------  -----------------------------------------

HFTP Investment L.L.C.  c/o Promethean Asset Management, L.L.C.     750     Promethean Investment Group, L.L.C.
                        750 Lexington Avenue, 22nd Floor                    750 Lexington Avenue, 22nd Floor
                        New York, New York 10022                            New York, New York 10022
                        Attn:  Thomas Lumsden                               Attn:  Thomas Lumsden
                               John Floegel                                        John Floegel
                        Telephone: 212-702-5200                             Telephone: 212-702-5200
                        Facsimile: 212-758-9334                             Facsimile: 212-758-9334
                        Residence: New York
                                                                            Katten Muchin Zavis
                                                                            525 West Monroe, Suite 1600
                                                                            Chicago, Illinois 60661-3693
                                                                            Attn:  Robert J. Brantman, Esq.
                                                                            Telephone: 312-902-5200
                                                                            Facsimile: 312-902-1061

Exhibit A      -  Form of Waver
Exhibit B      -  Form of Security Agreement
Exhibit C      -  Form of Company Counsel Opinion (Corporate Issues)
Exhibit D      -  Form of Company Counsel Opinion (Security Issues)

Andrea Digital Technologies, Inc.
Andrea ANC Manufacturing, Inc.
Andrea Direct Marketing, Inc.
Andrea Marketing, Inc.
Andrea Electronics Europe, Inc.
Lamar Signal Processing, Ltd.

WAIVER AGREEMENT

This Waiver Agreement (this "Waiver") is made and entered into as of March 28, 2002, by and among Andrea Electronics Corporation, a New York corporation (the "Company"), and the undersigned investor (the "Investor").

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Company's Certificate of Amendment of the Certificate of Incorporation of the Company for the Company's Series C Convertible Preferred Stock, as filed with the Secretary of State of the State of new York on October 6, 2000 (the "Certificate of Amendment").

WHEREAS, the parties hereto are entering into this Waiver pursuant to that certain Acknowledgment and Agreement dated as of March 27, 2002 between the Company and the Investor (the "Agreement"); and

WHEREAS, the recitals set forth on the first page of the Agreement are incorporated herein by this reference.

NOW, THEREFORE, in consideration of the foregoing:

and any other provision of the Registration Rights Agreement which would require the Company to register for resale by the Investor a number of shares of Common Stock in excess of the number of Conversion Shares covered by the Resale Registration Statements, provided that the Resale Registration Statements remain effective and available to the Investor for the resale of the Conversion Shares covered by the Resale Registration Statements; provided that the Company pays, on April 1, 2007, the Triggering Event Redemption Price (calculated as of April 1, 2007) with respect to each Preferred Share outstanding on April 1, 2007 to the holder of such Preferred Share. The Investor's waivers set forth in the immediately preceding sentence shall not be effective and shall be null and void immediately upon the earlier of (I) April 1, 2007, if the such Triggering Event Redemption Price is not paid on April 1, 2007, (II) the first date on which the Company fails to comply in any material respect with the terms of this Waiver, the Agreement or the Security Agreement (as defined in the Agreement) and (III) the first date on which the Company is insolvent.

IN WITNESS WHEREOF, the parties have caused this Waiver to be duly executed as of the day and year first written above.

COMPANY: INVESTOR:

ANDREA ELECTRONICS CORPORATION HFTP INVESTMENT L.L.C.

By:    /s/ Richard A. Maue             By:    /s/ James F. O'Brien, Jr.
    ------------------------------         ------------------------------
Name:   Richard A. Maue                Name:   James F. O'Brien, Jr.
Its:    Chief Financial Officer and    Its:    Managing Member
           Corporate Secretary

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this "Agreement") is dated as of March 28, 2002 between ANDREA ELECTRONICS CORPORATION, a New York corporation ("Debtor"), and HFTP INVESTMENT L.L.C. (the "Investor").

WHEREAS, Debtor and the Investor are parties to that certain Securities Purchase Agreement, dated as of October 5, 2000 (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the "Securities Purchase Agreement"), pursuant to which the Investor purchased from the Debtor shares of the Debtor's Series C Convertible Preferred Stock (the "Series C Preferred Stock"), which are convertible into shares of the Debtor's common stock, par value $.50 per share (the "Common Stock") (as converted, the "Conversion Shares"), in accordance with the terms of the Debtor's Certificate of Amendment of the Certificate of Incorporation of the Debtor for the Series C Preferred Stock, as filed with the Secretary of State of the State of New York on October 6, 2000 (the "Certificate of Amendment");

WHEREAS, the Investor is the holder of that number of shares of the Series C Preferred Stock (each individually, a "Preferred Share" and, collectively, the "Preferred Shares") set forth opposite its name on the Schedule of Investors, a schedule to the Acknowledgment Agreement described below;

WHEREAS, as consideration for Investor's agreement to execute the Acknowledgment Agreement and the Waiver Agreement and to secure payment of the aggregate Triggering Event Redemption Price temporarily waived thereunder, among other things, the Debtor has agreed to enter into this Agreement and grant the security interests contemplated hereby in order to secure the payment and performance of Debtor's obligations to the Investor pursuant to the Acknowledgment Agreement and the Waiver Agreement;

NOW, THEREFORE, in consideration of the premises and in order to induce the Investor to enter into the Acknowledgment Agreement and the Waiver Agreement, Debtor hereby agrees with the Investor as follows:

"Bank Transaction" means a transaction pursuant to which Debtor receives new financing from a non-affiliate third-party bank or other similar asset based lending institution.

"Collateral" has the meaning assigned to that term in Section 2.

"Control" means the manner in which "control" is achieved under the UCC with respect to a particular item of Collateral.

"Event of Default" means the occurrence or existence of any one or more of the following: (1) (a) a court enters a decree or order for relief with respect to Debtor or any of its Subsidiaries in an involuntary case under the Bankruptcy Code, which decree or order is not stayed or other similar relief is not granted under any applicable federal or state law; or (b) the continuance of any of the following events for forty-five (45) days unless dismissed, bonded or discharged: (i) an involuntary case is commenced against Debtor or any of its Subsidiaries, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (ii) a decree or order of a court for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Debtor or any of its Subsidiaries, or over all or a substantial part of its property, is entered; or (iii) an interim receiver, trustee or other custodian is appointed without the consent of Debtor or any of its Subsidiaries, for all or a substantial part of the property of Debtor or any of its subsidiaries; (2) (a) Debtor or any of its Subsidiaries commences a voluntary case under the Bankruptcy Code, or consents to the entry of an order for relief in an involuntary case or to the conversion of an involuntary case to a

voluntary case under any such law or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or (b) Debtor or any of its Subsidiaries makes any assignment for the benefit of creditors; or (c) the Board of Directors of Debtor or any of its Subsidiaries adopts any resolution or otherwise authorizes action to approve any of the actions referred to in this subsection; or (3) (a) failure of Debtor to perform or comply in any material respect with any term or condition contained in this Agreement or the other Transaction Documents, or (b) any representation or warranty made or deemed to have been made by or on behalf of Debtor in any Transaction Document shall prove to be false or misleading in any material respect, provided that in either case, such failure to perform or comply, or such misrepresentation, if capable of cure, is not cured within thirty (30) days after the occurrence of such failure or misrepresentation, provided further than no grace period shall apply to a breach of Debtor's obligation to provide Bank Agency and Control Agreements within the 45 day period specified in the first sentence of Section 7 hereof.

"Intellectual Property" means collectively all of the following:
Copyrights, Patents and Trademarks.

"Permitted Financing Transaction" means any Strategic Transaction or any Bank Transaction.

"Strategic Transaction" means a transaction pursuant to which Debtor receives new financing from a non-affiliated third-party in connection with a strategic transaction where there is a significant commercial relationship (in addition to such financing) between Debtor and such third-party, which financing may be secured by liens on assets of Debtor so long as the value of the assets subject to such liens does not exceed the amount of such financing.

"Trademarks" means collectively all of the following: (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, other business identifiers, prints and labels on which any of the foregoing

"Transaction Documents" means this Agreement, the Acknowledgment Agreement, the Waiver Agreement, the Pledge Agreement between Investor and Debtor of even date herewith, the Securities Purchase Agreement, the Certificate of Amendment, the Registration Rights Agreement (as defined in the Securities Purchase Agreement), and all agreements, documents and instruments executed and delivered in connection therewith.

"Senior Security Interest" means and includes any perfected security interest granted in connection with a Permitted Financing Transaction.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York.

To secure the payment, performance and observance of the Secured Obligations, Debtor hereby grants to the Investor, a continuing security interest in, right of setoff against, and an assignment to the Investor of all of Debtor's personal property and rights to personal property, in each case, whether now owned or existing or hereafter acquired or arising and regardless of where located and shall include the following (all being collectively referred to herein as the "Collateral"):

(a) Accounts;

(b) Chattel Paper;

(d) Deposit Accounts, all cash, and other property deposited therein from time to time and other monies and property in the possession or under the control of the Investor or any affiliate, representative, agent or correspondent of the Investor;

(e) Documents;

(f) Equipment;

(g) Fixtures;

(h) General Intangibles;

(i) Goods;

(j) Instruments;

(k) Inventory;

(l) Investment Property;

(m) Letter-of-Credit Rights;

(n) Supporting Obligations;

(o) All other personal property whether or not subject to the UCC;

(p) All books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing Software that at any time evidence or contain information relating to any of the property described in subparts (a) - (o) above or are otherwise necessary or helpful in the collection thereof or realization thereon; and

(q) Proceeds and products of all or any of the property described in subparts (a) - (p) above.

This Agreement secures the payment and performance of all indebtedness, liabilities and obligations of Debtor now existing or hereafter created or arising under or related to the Transaction Documents, the Series C Preferred Stock, the Certificate of Amendment (including, without limitation, payment of any Triggering Event Redemption Price now or hereafter payable) and all renewals, extensions, restructurings and refinancings of any of the above including, without limitation, any additional indebtedness which may be extended to Debtor pursuant to any restructuring or refinancing of Debtor's indebtedness under the any of the

Transaction Documents, and including any post-petition interest accruing during any bankruptcy, reorganization or other similar proceeding (all such indebtedness, liabilities and obligations of Debtor being collectively referred to herein as the "Secured Obligations").

Anything herein to the contrary notwithstanding: (a) Debtor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by the Investor of any of the rights hereunder shall not release Debtor from any of its duties or obligations under the contracts and agreements included in the Collateral; (c) the Investor shall not have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall the Investor be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder; and (d) the Investor shall not have any liability in contract or tort for Debtor's acts or omissions.

In order to induce the Investor to enter into this Agreement, Debtor represents and warrants to the Investor as follows:

statements are not received within twenty (20) days, Debtor shall file such termination statements.

instruct such Person to hold all such Collateral for the Investor's account subject to the Investor's instructions and shall obtain an acknowledgement from such Person that such Person holds the Collateral for the Investor's benefit.

any customer or obligor thereof, or allow any credit or discount thereon (other than credits and discounts in the ordinary course of business and in amounts which are not material to Debtor) without the prior consent of the Investor.

necessary to create, perfect and protect the Investor's security interest in such Commercial Tort Claim.

Debtor shall, as soon as practicable but in any event no later than 45 days after the date of this Agreement, enter into a bank agency and control agreement ("Bank Agency and Control Agreement"), in a form specified by the Investor, which will state, among other things, that in no event will the Investor prohibit Debtor access to its Deposit Accounts unless an Event of Default of the type described in subsections (1) and (2) of the definition of Event of Default has occurred, with each financial institution with which Debtor maintains from time to time any Deposit Accounts. Debtor hereby grants to the Investor, for its benefit, a continuing lien upon, and security interest in, all such accounts and all funds at any time paid, deposited, credited or held in such accounts (whether for collection, provisionally or otherwise) or otherwise in the possession of such financial institutions, and each such financial institution shall act as the Investor's agent in connection therewith. Debtor shall not establish any Deposit Account with any financial institution unless prior thereto the Investor and Debtor shall have entered into a Bank Agency and Control Agreement with such financial institution.

Upon the occurrence and during the continuance of an Event of Default described in Subsections (1) or (2) of the definition of Event of Default, and upon request by the Investor, Debtor shall establish lock-box or blocked accounts (collectively, "Blocked Accounts") in Debtor's name with such banks as are acceptable to the Investor ("Collecting Banks"), subject to irrevocable instructions in a form specified by the Investor ("Blocked Account and Control Agreement"), to which the obligors of all Accounts shall directly remit all payments on Accounts and in which Debtor will immediately deposit all cash payments for Inventory or other cash payments constituting proceeds of Collateral in the identical form in which such payment was made, whether by cash or check. In addition, the Investor may establish one or more depository accounts at each Collecting Bank or at a centrally located bank in the name of the Investor or Debtor as customer (collectively, the "Depository Account"). From and after receipt by any Collecting Bank of written notice from the Investor to such Collecting Bank that an Event of Default, of the type described in subsections (1) or (2) of the definition of Event of Default, has occurred and is continuing, all amounts held or deposited in the Blocked Accounts held by such Collecting Bank shall be transferred to the Depository Account. Subject to the foregoing, Debtor hereby agrees that all payments received by the Investor whether by cash, check, wire transfer or any other instrument, made to such Blocked Accounts or otherwise received by the Investor and whether on the Accounts or as proceeds of other Collateral or otherwise will be the sole and exclusive property of the Investor. Debtor, and any of its Affiliates, employees, agents and other Persons acting for or in concert with Debtor shall, acting as trustee for the Investor, receive, as the sole and exclusive property of Investor, any moneys, checks, notes, drafts or other payments relating to and/or constituting proceeds of Accounts or other Collateral which come into the possession or under the control of Debtor or any Affiliates, employees, agent, or other Persons acting for or in concert with Debtor, and immediately upon receipt thereof, Debtor or such Persons shall deposit the same or cause the same to be deposited in kind, in a Blocked Account.

Debtor hereby irrevocably appoints the Investor as Debtor's attorney-in-fact, with full authority in the place and stead of Debtor and in the name of Debtor, the Investor or otherwise,

upon the occurrence or during the continuance of an Event of Default, to take any action and to execute any instrument that the Investor may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(a) to obtain and adjust insurance required to be paid to the Investor;

(b) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c) to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper, in connection with clauses
(a) and (b) above;

(d) to file any claims or take any action or institute any proceedings that the Investor may deem necessary or desirable for the collection of, or to preserve the value of, any of the Collateral or otherwise to enforce the rights of the Investor with respect to any of the Collateral;

(e) to pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Investor in its sole discretion, and such payments made by the Investor to become obligations of Debtor to the Investor, due and payable immediately without demand;

(f) to endorse Debtor's name on all applications, documents, papers and instruments necessary or desirable for the Investor in the use of all Patents, Trademarks and Copyrights or to take any other action with respect to the Patents, Trademarks and Copyrights as the Investor deems to be in its best interest;

(g) to grant or issue any exclusive or non-exclusive license under any Patents, Trademarks or Copyrights to anyone or to assign, pledge, convey or otherwise transfer title in or dispose of any Patents, Trademarks or Copyrights to anyone;

(h) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper and other documents relating to the Collateral; and

Except as otherwise permitted herein, Debtor shall not create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Collateral to secure indebtedness of any Person except for
(i) the security interest created by this Agreement or (ii) a security interest granted pursuant to a Permitted Financing Transaction.

(a) Upon the occurrence and during the continuance of an Event of Default, the Investor may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (i) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon reasonable request of the Investor forthwith, assemble all or part of the Collateral as directed by the Investor and make it available to the Investor at any place or places designated by the Investor which is reasonably convenient to the Investor and Debtor in which event Debtor shall at its own expense (A) forthwith cause the same to be moved to the place or places so designated by the Investor and thereby delivered to the Investor, (B) store and keep any Collateral so delivered to the Investor at such place or places pending further action by the Investor, and (C) while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition; (ii) withdraw all cash in the Depository Accounts and apply such monies in payment of the Secured Obligations; and (iii) without notice except as specified below, sell, lease, license or otherwise dispose of the Collateral or any part thereof by one or more contracts, in one or more parcels at public or private sale, and without the necessity of gathering at the place of sale of the property to be sold, at any of the Investor's offices or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Investor may deem commercially reasonable.

(b) Debtor agrees that, to the extent notice of sale shall be required by law, a reasonable authenticated notification of disposition shall be a notification given at least ten (10) days prior to any such sale and such notice shall (i) describe the Investor and Debtor, (ii) describe the Collateral that is the subject of the intended disposition, (iii) state the method of intended disposition, (iv) state that the Debtor is entitled to an accounting of the Secured Obligations and stating the charge, if any, for an accounting, and
(v) state the time and place of any public disposition or the time after which any private sale is to be made. At any sale of the Collateral, if permitted by law, the Investor may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Investor. The Investor shall not be

obligated to make any sale of Collateral regardless of notice of sale having been given. The Investor may disclaim any warranties that might arise in connection with the sale, lease, license or other disposition of the Collateral and have no obligation to provide any warranties at such time. The Investor may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted.

(c) Upon the occurrence and during the continuance of an Event of Default, the Investor or its agents or attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by agents or attorneys, (i) to enter upon, occupy and use any premises owned or leased by Debtor or where the Collateral is located (or is believed to be located) until the Secured Obligations are paid in full without any obligation to pay rent to Debtor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof therefrom to the premises of the Investor or any agent of the Investor for such time as the Investor may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other facilities of Debtor; (ii) to take possession of Debtor's original books and records, to obtain access to Debtor's data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner the Investor deems appropriate; and (iii) to notify postal authorities to change the address for delivery of Debtor's mail to an address designated by the Investor and to receive, open and dispose of all mail addressed to Debtor.

Debtor hereby assigns, transfers and conveys to the Investor all Intellectual Property owned or used by Debtor to the extent necessary to enable the Investor, effective upon the occurrence and during the continuance of an Event of Default, to realize on the Collateral and any successor or assign to enjoy the benefits of the Collateral. This right and assignment shall inure to the benefit of the Investor and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and assignment is granted free of charge, without requirement that any monetary payment whatsoever including, without limitation, any royalty or license fee, be made to Debtor or any other Person by the Investor.

Upon the occurrence and during the continuance of an Event of Default, Debtor hereby irrevocably authorizes and empowers the Investor, without limiting any other authorizations or empowerments contained in any of the Transaction Documents, to assert, either directly or on behalf of Debtor, any claims Debtor may have, from time to time, against any other party to any of the agreements to which Debtor is a party or to otherwise exercise any right or remedy of Debtor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of Debtor's rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by Debtor thereunder).

Beyond the safe custody thereof, the Investor shall have no duties concerning the custody and preservation of any Collateral in its possession (or in the possession of any agent or bailee) or with respect to any income thereon or the preservation of rights against prior parties or any other rights pertaining thereto. The Investor shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property. The Investor shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by the Investor in good faith.

Debtor shall and hereby agrees to indemnify, defend and hold harmless the Investor and its respective directors, officers, agents, employees, counsel, advisors and Affiliates from and against (a) any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that such losses, claims, damages, liabilities, deficiencies, judgment or expenses have been judicially determined in a final non-appealable judgment to have resulted from their own willful misconduct or fraudulent actions) arising out of or by reason of any litigation, investigations, claims or proceedings which arise out of or are in any way related to this Agreement or the transactions contemplated hereby, including amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing; and (b) any such losses, claims, damages, liabilities, deficiencies, judgments or expenses that arise directly or indirectly from or in connection with any federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines. If and to the extent that any of the Secured Obligations are unenforceable for any reason, Debtor hereby agrees to make the maximum contribution to the payment and satisfaction of such Secured Obligations which is permissible under applicable law. Debtor's Secured Obligations under this Section 14 shall survive any termination of this Agreement and the other Transaction Documents.

Upon the occurrence and during the continuance of an Event of Default, Debtor shall pay all reasonable costs, fees and expenses of the Investor (a) protecting, storing, warehousing, appraising, insuring, handling, maintaining and shipping the Collateral, (b) creating, perfecting, maintaining and enforcing the Security Interests, and (c) collecting, enforcing, retaking, holding, preparing for disposition, processing and disposing of the Collateral. Debtor shall also pay any and all excise, property, sales and use taxes imposed by any federal, state, local or foreign authority on any of the Collateral, or with respect to periodic appraisals and inspections of the Collateral, or with respect to the sale or other disposition thereof. If Debtor fails to promptly pay any portion of the above costs, fees and expenses when due or to perform any other obligation of Debtor under this Agreement, the Investor may, at its option, but shall not be required to, pay or perform the same and charge Debtor's account for all fees, costs and expenses incurred therefor, and Debtor agrees to reimburse the Investor therefor on demand. All sums so paid or incurred by the Investor for any of the foregoing, any and all other sums for which Debtor may become liable hereunder and all fees, costs and expenses (including attorneys' fees, legal expenses and court costs) incurred by the Investor in enforcing or protecting the Security Interests or any of their rights or remedies under this Agreement shall be payable on demand, shall constitute Secured Obligations and shall be secured by the Collateral.

Upon payment in full of all Secured Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert to Debtor. Upon such termination of the Security Interests or release of any Collateral, the Investor will, at the expense of Debtor, execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence the termination of the Security Interests or the release of such Collateral, as the case may be.

Investor agrees that it will, upon Debtor's providing reasonable written notice to Investor and at Debtor's expense release its lien on and security interest in assets of Debtor which are being sold for cash at fair-market value so long as Investor is assured to its satisfaction that it will have a perfected first priority lien on and security interest in the proceeds of such asset sale.

All Security Interests are subordinate in priority of lien, regardless of the date of attachment or perfection, to: (i) any Senior Security Interest, provided that the amount of Collateral subject to such Senior Security Interest granted to secure a Strategic Transaction shall not exceed the amount of financing provided by such Strategic Transaction, and (ii) any and all rights of each licensee of any Intellectual Property in and to the Intellectual Property being licensed, to the extent required by the license to which such Intellectual Property is subject.

All notices, approvals, requests, demands and other communications hereunder must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) upon delivery by a

nationally recognized delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Debtor:

Andrea Electronics Corporation
45 Melville Park Road
Melville, New York 11747

Telephone: (516) 719-1800 Facsimile: (516) 719-1824 Attn: President, Chief Executive Officer Executive Vice President, Chief Financial Officer

If to the Investor:

HFTP Investment L.L.C.

c/o Promethean Asset Management, L.L.C.

750 Lexington Avenue, 22nd Floor
New York, New York 10022

Telephone: (212) 702-5200 Facsimile: (212) 758-9334 Attn: John Floegel

This Agreement is for the benefit of the Investor and its successors and assigns, and in the event of an assignment of all or any of the Secured Obligations, the rights hereunder, to the extent applicable to the Secured Obligations so assigned, may be transferred with such Secured Obligations. This Agreement shall be binding on Debtor and its successors and assigns; provided that Debtor may not delegate its obligations under this Agreement without the Investor's prior written consent.

No amendment, modification, termination or waiver of any provision of this Agreement shall be effective unless the same shall be in writing signed by the Investor.

THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK.

No failure or delay on the part of the Investor in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. A counterpart executed via facsimile shall for all purposes be deemed to constitute an original counterpart.

All representations and warranties of Debtor contained in this Agreement shall survive the execution and delivery of this Agreement.

The Transaction Documents constitute the entire understanding of the parties thereto with respect to the subject matter thereof, and neither party has relied on any other statements or agreements, whether written or oral, with respect thereto.

The parties hereto acknowledge and agree that neither this Agreement nor the other Transaction Documents shall be construed more favorably in favor of one then the other based upon which party drafted the same, it being acknowledged that all parties hereto were represented by attorneys of their choice and contributed substantially to the negotiation of this Agreement and the other Transaction Documents.

[remainder of page intentionally left blank; signature page follows]

Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above.

ANDREA ELECTRONICS CORPORATION

By:  /s/ Richard A. Maue
    -------------------------------------
Name:   Richard A. Maue
      -----------------------------------
Title:  Chief Financial Officer and
          Corporate Secretary
       ----------------------------------

HFTP INVESTMENT L.L.C.

By:   /s/ James F. O'Brien, Jr.
    -------------------------------------
Name:   James F. O'Brien, Jr.
      -----------------------------------
Title:  Managing Member
       ----------------------------------

1.       Chief Executive Office                  _______________________________
         and Location of Books and               _______________________________
         Records:

2.       Locations of Equipment,                 _______________________________
         Inventory and Fixtures:                 _______________________________

3.       State of Organization:                  _______________________________

4.       Organizational Identification           _______________________________
         Number:

SCHEDULE II

Liens; Financing Statements; Permitted Encumbrances; Goods in Possession of Consignees, Bailees, Warehousemen, Agents and Processors

SCHEDULE III
Tradenames and Fictitious Names
(Present and Past Five Years)

                    Copyright Registrations

Copyright Title                       U.S. Registration Number
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                    Copyright Applications

Copyright Application Title                 Application Number
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                               Patent Applications

                         Patent Application      U.S. Patent
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Title    Inventor Name       Description      Application Number    Date Applied
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                               Trademark Registrations

Trademark Description          U.S. Registration Number          Date Registered
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                                 Trademark Applications

Trademark Application            U.S. Application Number            Date Applied
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     Description
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Acknowledgment Agreement

See attached.

Waiver Agreement

See attached.

Exhibit 10.21

THIS PLEDGE AGREEMENT (this "Agreement") made as of this 28th day of March, 2002, is by and between ANDREA ELECTRONICS CORPORATION, a New York corporation, having its principal place of business and chief executive office at 45 Melville Park Road, Melville, New York 11747 ("Pledgor"), and HFTP INVESTMENT L.L.C., having an office at c/o Promethean Asset Management, L.L.C., 750 Lexington Avenue, 22nd Floor, New York, New York 10022 ("Pledgee").

RECITALS:

WHEREAS, Pledgor and Pledgee are parties to that certain Securities Purchase Agreement, dated as of October 5, 2000 (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the "Securities Purchase Agreement"), pursuant to which the Pledgee purchased from Pledgor shares of the Pledgor's Series C Convertible Preferred Stock (the "Series C Preferred Stock"), which are convertible into shares of the Pledgor's common stock, par value $.50 per share (the "Common Stock") (as converted, the "Conversion Shares"), in accordance with the terms of the Pledgor's Certificate of Amendment of the Certificate of Incorporation of Pledgor for the Series C Preferred Stock, as filed with the Secretary of State of the State of New York on October 6, 2000 (the "Certificate of Amendment");

WHEREAS, Pledgee is the holder of that number of shares of the Series C Preferred Stock (each individually, a "Preferred Share" and, collectively, the "Preferred Shares") set forth opposite its name on the Schedule of Investors, a schedule to the Acknowledgment Agreement described below;

WHEREAS, a Triggering Event (as defined in the Certificate of Amendment) has occurred, and, upon the terms and conditions set forth in that certain Acknowledgment and Agreement between the Pledgor and Pledgee, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the "Acknowledgement Agreement"), Pledgor and Pledgee each desire to enter into that certain Waiver Agreement dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the "Waiver Agreement") and that certain Security Agreement dated as of the date (as the same may be amended, restated, supplemented or otherwise modified and in effect from time to time, the "Security Agreement"; this Agreement, the Waiver Agreement, the Acknowledgment Agreement, the Security Agreement, the Series C Preferred Stock and the Certificate of Amendment are herein referred to collectively as, the "Transaction Documents");

WHEREAS, Pledgor is the legal and beneficial owner of all of the issued and outstanding capital stock of each domestic issuer (individually, a "Domestic Subsidiary" and collectively, the "Domestic Subsidiaries") and each foreign issuer (individually, a "Foreign Subsidiary" and collectively, the "Foreign Subsidiaries") as more fully described on Exhibit A attached hereto (the Domestic Subsidiaries and Foreign Subsidiaries are each individually referred to herein as a "Subsidiary" and collectively as the "Subsidiaries").

WHEREAS, Pledgor wishes to grant security and assurance to Pledgee, in order to secure the payment and performance of the Secured Obligations (as such term is defined in the Security Agreement), and to that effect to pledge to Pledgee all of the present and future capital stock or similar equity interest, whether certificated or uncertificated, of each Subsidiary owned by Pledgor;

NOW, THEREFORE, in consideration of the foregoing and in order to induce Pledgee to enter into the Acknowledgment Agreement and the Waiver Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pledgor hereby agrees with Pledgee, as follows:

(a) Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Shares, and the Collateral is free and clear of all Liens except the Liens created by this Agreement. Exhibit A sets forth (i) the authorized capital stock of each Subsidiary, (ii) the number of shares of capital stock of each Subsidiary that are issued and outstanding as of the date hereof, and (iii) the number of shares of capital stock of each Subsidiary held in its treasury;

(b) Pledgor has full power, authority and legal right to execute the pledge provided for herein and to pledge the Collateral to Pledgee;

(c) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditor rights and general principles of equity;

(d) Pledgor holds no options, warrants or other agreements with respect to the issuance of additional shares of capital stock of any Subsidiary and, to the best of Pledgor's knowledge, no options, warrants or other agreements with respect to issuance of additional shares of capital stock of any Subsidiary exist;

(e) the Foreign Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and represent sixty-five percent (65%) of the issued and outstanding shares of capital stock of each Foreign Subsidiary;

(f) the Domestic Pledged Shares have been duly and validly authorized and issued, are fully paid and non-assessable and represent one hundred percent (100%) of the issued and outstanding shares of capital stock of each Domestic Subsidiary;

(g) no consent, approval or authorization of or designation or filing with any federal, state or other governmental authority or regulatory body on the part of Pledgor is required in connection with the execution, delivery and performance of this Agreement, the granting of Liens in the Collateral by Pledgor or the exercise by Pledgee of the voting and other rights provided for in this Agreement;

(h) the execution, delivery and performance of this Agreement by Pledgor will not violate any provision of (i) any applicable law or regulation, (ii) any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, (iii) the charter or by-laws of Pledgor, (iv) any securities issued by Pledgor, or (v) any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Pledgor is a party or which purports to be binding upon Pledgor or upon any of its assets, and will not result in the creation or imposition of any Lien on any of the assets of Pledgor except as contemplated by this Agreement; and

(i) the pledge and assignment of the Collateral creates a valid first Lien on the Collateral in favor of Pledgee, subject to no Liens nor to any agreement purporting to grant to any third party any Liens in the property or assets of Pledgor which would include the Collateral. Pledgor covenants and agrees that it will defend all of the right, title and interest of Pledgee in and to the Collateral, for the benefit of Pledgee, against the claims and demands of all persons whomsoever.

connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Shares, Pledgor agrees to accept the same as Pledgee's agent and to hold the same in trust for Pledgee, and to deliver the same forthwith to Pledgee in the exact form received, with the indorsement of Pledgor when necessary and/or appropriate undated stock powers duly executed in blank, to be held by Pledgee as additional collateral security for the Liabilities. In case any distribution of capital shall be made to Pledgor on or in respect of the Pledged Shares or any property shall be distributed to Pledgor upon or with respect to the Pledged Shares pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization, merger or consolidation thereof, the property so distributed shall be delivered by Pledgor to Pledgee to be held by Pledgee as additional collateral security for the Liabilities. Other than as set forth in the preceding sentence, all sums of money and property so paid or distributed in respect of the Pledged Shares which are received by Pledgor shall, until paid or delivered to Pledgee, be held by Pledgor in trust as additional collateral security for the Liabilities. Provided, however, Pledgor shall not accept on behalf of Pledgee any such dividends or distributions from a Foreign Subsidiary in the form of stock or other equity interests if the effect of such acceptance would increase Pledgee's equity holdings in such Foreign Subsidiary above sixty-five percent (65%) of the issued and outstanding capital stock of such Foreign Subsidiary.

(a) Pledgor shall be entitled (subject to the other provisions hereof) (i) so long as no material violation of the terms of any of the Transaction Documents has occurred, to vote or consent with respect to the Pledged Shares and to otherwise exercise the incidents of ownership thereof in any manner not inconsistent with the Transaction Documents; and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares. Pledgor hereby grants to Pledgee or its nominee, the right to exercise all voting and corporate rights relating to the Pledged Shares in any instance, including, without limitation, to approve any merger involving any Subsidiary as a constituent corporation, which proxy shall be exercisable immediately upon the occurrence of a material violation of the terms of any of the Transaction Documents. After the occurrence of a material violation of the terms of any Transaction Document and upon request of Pledgee, Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares as Pledgee may request.

direct) as Pledgee may elect. Pledgor shall remain liable for any deficiency remaining unpaid after such application. Only after so paying over such net proceeds and after the payment by Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-608(a)(1)(c) of the Uniform Commercial Code, need Pledgee account for the surplus, if any, to Pledgor. Pledgor agrees that Pledgee need not give more than ten days' notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice shall constitute commercially reasonable notification of such matters. No notification need be given to Pledgor if Pledgor has signed after default a statement renouncing any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to Pledgee in this Agreement and in any of the other Transaction Documents, Pledgee shall have all the rights and remedies of secured parties under the Uniform Commercial Code of the State of New York and under any other applicable law.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT CERTAIN PLEDGE AGREEMENT BETWEEN ANDREA ELECTRONICS CORPORATION AND HFTP INVESTMENT L.L.C., INCLUDING, WITHOUT LIMITATION, LIMITATIONS ON THE RIGHTS/ABILITY OF ANY HOLDER (INCLUDING ANY SUCCESSOR HOLDER) HEREOF TO VOTE, SELL, PLEDGE, HYPOTHECATE OR OTHERWISE TRANSFER THE SHARES REPRESENTED BY THIS CERTIFICATE, AND REFERENCE IS HEREBY MADE TO SUCH PLEDGE AGREEMENT FOR A FULL STATEMENT OF SUCH TERMS. A COPY OF THE PLEDGE AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF AT NO COST UPON WRITTEN REQUEST.

distribution or resale thereof. Pledgor acknowledges that any such private sale or disposition may result in prices and other terms (including the terms of any securities or other property received in connection therewith) less favorable to the seller than if such sale or disposition were a public sale or disposition and, notwithstanding such circumstances, Pledgor agrees that any such private sale or disposition shall be deemed to be effected in a commercially reasonable manner. Pledgee shall be under no obligation to delay a sale or disposition of any of the Collateral in order to permit Pledgor or any Subsidiary to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Pledgor or such Subsidiary would agree to do so.

(c) Pledgor further agrees to indemnify and hold harmless Pledgee and its successors and assigns, officers, directors, employees and agents, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, reasonable attorneys' fees and expenses (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such loss, liability, claim, damage or expense (i) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or offering memorandum, any preliminary prospectus or preliminary offering memorandum, any amendment or supplement to any thereof or any other writing prepared in connection with the offer, sale or resale of all or any portion of the Collateral (collectively, the "Disclosure Documents") unless such untrue statement of material fact was provided by Pledgee specifically for inclusion therein, or (ii) arises out of or is based upon any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in any of the Disclosure Documents not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of Pledgee and its respective successors and assigns, officers, directors, employees and agents, or any Person in control of any thereof. In connection with a public sale or other distribution, Pledgor shall provide customary indemnification to any underwriters and their respective successors and assigns, officers and directors, and each Person who controls any such underwriter (within the meaning of the Securities Act). If and to the extent that any of the foregoing undertakings in this paragraph may be unenforceable for any reason, Pledgor agrees to make the maximum contribution to the payment and satisfaction of

each of the Indemnified Liabilities which is permissible under applicable law. The obligations of Pledgor under this paragraph (c) shall survive the termination of this Agreement.

(d) Pledgor further agrees to waive any and all rights of subrogation it may have against any Subsidiary upon the sale or other disposition of all or any portion of the Collateral by Pledgee.

Notices shall be addressed as follows:

(a) If to Pledgor: Andrea Electronics Corporation 45 Melville Park Road Melville, New York 11747

ATTN: President, Chief Operating Officer Telecopy: (516) 719-1824

(b) If to Pledgee: HFTP Investment L.L.C.

c/o Promethean Asset Management, L.L.C.
750 Lexington Avenue, 22nd Floor
New York, New York 10022
ATTN: Thomas Lumsden
Telecopy: (212) 758-9334

[remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered on the date first above written.

PLEDGOR:

ANDREA ELECTRONICS CORPORATION

By:  /s/ Richard A. Maue
    ----------------------------------
Name:   Richard A. Maue
      --------------------------------
Title:  Chief Financial Officer and
           Corporate Secretary
      --------------------------------

PLEDGEE:

HFTP INVESTMENT L.L.C.

By:  /s/ James F. O'Brien, Jr.
    ----------------------------------
Name:   James F. O'Brien, Jr.
      --------------------------------
Title:  Managing Member
      --------------------------------