EXHIBIT 10(c)(1)(G)


                       SIXTH AMENDMENT TO EQUIPMENT LEASE

     SIXTH  AMENDMENT,  dated as of June 5, 2002  (the  "Sixth  Amendment"),  to
Equipment Lease dated July 18, 1991 (the "Equipment Lease") between PRC Leasing,
Inc., a corporation organized and existing under the laws of the Commonwealth of
Puerto Rico (herein  called  "Lessor"),  and TII Network  Technologies,  Inc., a
corporation  organized and existing  under the laws of the State of Delaware and
authorized to do business in Puerto Rico (herein called "Lessee").

     WHEREAS,  Lessor and Lessee entered into an Equipment  Lease dated July 18,
1991,  as  amended  by a First  Amendment  dated as of July 18,  1992,  a Second
Amendment  dated as of February 25, 1993, a Restated Third Amendment dated as of
December  14, 1993, a Fourth  Amendment  dated as of June 27, 2000,  and a Fifth
Amendment dated as of July 18, 2001 (the "Fifth Amendment") (as amended to date,
the "Equipment Lease"); and

     WHEREAS, the term of the Equipment Lease is scheduled to expire on July 18,
2002; and

     WHEREAS, the parties wish to extend the term thereof;

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and agreements herein as set forth, the parties agree hereto as follows:



     1. Amendment to Equipment  Lease.  The Equipment Lease is hereby amended as
of the date hereof as follows:

          (a) Section 2 of the Equipment Lease is hereby deleted in its entirety
     and new Section 2 is hereby inserted in its place:

                    2. Lease of Equipment. For and in consideration of
               the covenants and agreements  hereinafter  contained to
               be kept and performed by Lessee,  Lessor has leased and
               does hereby lease to Lessee the personal property known
               and   described   in  Exhibit  "A"  hereto,   hereafter
               designated as "Equipment," to have and to hold the same
               unto Lessee  until July 18,  2003;  provided,  however,
               that  this  Equipment  Lease  shall  be   automatically
               renewed for additional one-year periods on each July 18
               commencing  July 18, 2003 and ending on the  succeeding
               July 17 unless  terminated  at the end of any such year
               by either  the  Lessor or the  Lessee on 180 days prior
               written notice.

          (b) Section 4 of the  Equipment  Lease is deleted in its  entirety and
     the following new Section 4 is inserted in its place:

                    4. Rents. Lessee shall pay as rent for the leasing
               of the Equipment  for the  remaining  term of the Lease
               following  the  date  of  the  Fifth  Amendment  of the
               Equipment  Lease at the rate of  $50,000.00  per annum,
               payable   in   advance   in   two   equal   semi-annual
               installments on each of July 18 and January 18.

     2.  Terms.  All  capitalized  terms  used,  but not  defined  in this Sixth
Amendment, herein shall be used as defined in the Equipment Lease.


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     3.  Choice  of Law.  This  Sixth  Amendment  shall be  deemed  to have been
executed  and  entered  into in the  Commonwealth  of  Puerto  Rico and shall be
construed, enforced and performed in accordance with the laws thereof.

     4. Exclusion of Oral Statements.  This Sixth Amendment  contains all of the
agreements of the parties hereto with respect to the subject  matter hereof.  No
oral or other  statements,  proposals  or other  agreements  with respect to the
subject matter hereof shall be binding on either of the parties hereto.

     5. Agreement to Continue  Equipment Lease as Amended.  The Equipment Lease,
as heretofore  and hereby  amended  (including,  without  limitation,  Exhibit A
attached to the Fourth  Amendment)  shall  remain and continue in full force and
effect after the date hereof.

PRC Leasing, Inc.                       TII Network Technologies, Inc.


By: /s/ Alfred J. Roach                  By: /s/ Timothy J. Roach
    ------------------------                 -------------------------
    Alfred J. Roach                          Timothy J. Roach
    President                                President


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