OUTSOURCE MANUFACTURING AND PURCHASE AGREEMENT

AGREEMENT  made  this  30th day of  September,  1999 by and  between  The  Matco
Electronics  Group,  Inc.,  with  principal  offices at 320 North  Jensen  Road,
Vestal,  NY 13850 on behalf of itself and its Affiliates  (collectively  "MEG"),
and General  DataComm,  Inc.,  with  principal  offices at Park Road  Extension,
Middlebury, CT 06762 ("GDC").

RECITALS:

A. GDC designs,  manufactures and markets voice and data communications products
for the carrier, corporate and government markets, and MEG is in the business of
contract electronics  manufacturing,  with specific emphasis on and expertise in
communications  products,  with core  competency in the areas of printed circuit
board  fabrication,  cable  manufacture,  raw  card  manufacture,   through-hole
production,  surface mount technology,  plastic injection molding,  power supply
manufacture and system level configuration;

B. The parties  desire to  establish a business  relationship  whereby GDC shall
appoint MEG its primary  manufacturing  vendor, and divest and outsource certain
portions of its manufacturing  operations to MEG, which will then through one or
more of its Affiliates (as defined below) and upon the prior written  permission
of  GDC,  which  permission  shall  not be  unreasonably  withheld,  as to  such
Affiliate and the specific  manufacturing facility to be used,  manufacture,  as
required by GDC,  certain GDC Products (as defined  below) for exclusive sale to
GDC;

C. As part of such outsourcing of the GDC manufacturing operations,  the parties
shall initially  perform joint  activities to assemble and test the GDC Products
at the GDC Naugatuck, CT facility and at MEG facilities.  MEG shall complete the
transition  of such  operations  to a MEG  manufacturing  facility or facilities
within one hundred  twenty (120) days and shall  Manufacture  (as defined below)
the GDC Products. In addition, MEG shall purchase from GDC certain manufacturing
equipment, work in process and raw material inventory at the Closing (as defined
below);

NOW,  THEREFORE in consideration of the mutual promises  contained  herein,  and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

1.0      DEFINITIONS AND SCHEDULES

1.1 "Affiliate" means those  corporations,  companies or other entities directly
or indirectly  controlled,  controlled  by or under common  control with or by a
party hereto.  "Control"  means  ownership or control of more than fifty percent
(50%) of the

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outstanding  shares  or  securities  (representing  the  right  to vote  for the
election of directors or other managing  authority) of an entity.  Such entities
shall be deemed  to be  Affiliates  only so long as such  ownership  or  control
exists.  The MEG Electronics  Group,  Inc. shall be responsible for the acts and
omissions of its Affiliates hereunder.

1.2      "GDC Product(s)" means those products to be Manufactured by MEG
hereunder as set forth in Schedule 1.

1.3 "Technical  Information" means (i) two (2) sets of applicable  manufacturing
drawings and  documents as shown below and provided by GDC for each GDC Product;
and (ii) such other related design and technical documents  reasonably available
at GDC and necessary to enable MEG to Manufacture  the GDC Products  (Electronic
data/information will be provided if available):

          1.       Specification of GDC Product;
          2.       Assembly Drawings and Parts Drawings;
          3.       Purchase Specifications of Parts and Components;
          4.       Bill of Materials;
          5.       Assembly Instructions;
          6.       Manufacturing Instructions;
          7.       Test Instructions;
          8.       Test and Inspection Standards;
          9.       Test and Operational Software (including both object and
                   source code);
         10.       Part and Component Sourcing; and
         11.       Die and Tool Drawings.

1.4  "Intellectual  Property  Rights"  means all  current  and future  worldwide
patents,  copyrights,  mask work rights,  trade secrets,  and other intellectual
property rights and the documentation or other tangible expression thereof.

1.5 "Transition  Period" means,  with regard to each GDC Product,  the period of
time that the GDC Product is manufactured  at the GDC Naugatuck,  CT facility or
is in process of transition to production at MEG facilities.

1.6 "Post-Transition  Period" means, with regard to each GDC Product, the period
of time that the GDC Product is Manufactured by MEG at a MEG facility.

1.7 The  following  Schedules  are  attached  hereto,  an integral  part of this
Agreement and incorporated by this reference:

         Schedule 1 -      GDC Product(s) Specifications
         Schedule 2 -      Purchase Prices
         Schedule 3 -      Delivery Performance Requirements
         Schedule 4 -      Quality Requirements
         Schedule 5 -      (Deleted)
         Schedule 6 -      Manufacturing Specifications

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         Schedule 7  -     Manufacturing Equipment
         Schedule 8  -     Initial Six Month Forecast (By Quarter)
         Schedule 9  -     Raw Material Inventory
         Schedule 10 -     Work in Process Inventory

1.8 "Manufacture",  "Manufactured" or "Manufacturing"  means, with regard to the
performance  of by MEG of its  obligations  hereunder,  the  performance  of the
following operations in the order as set forth below:

         1.       SMT (Surface Mount Technology) Assembly;
         2.       PTH (Pin Through Hole) Assembly;
         3.       In-Circuit Testing;
         4.       Functional Testing;
         5.       Environmental Stress Screening;

1.9      The "Recitals" above are an integral part of this Agreement as if fully
set forth in the body hereto.

2.0       TERM

2.1 "Term" shall mean the period commencing on the Closing Date and ending three
(3) years thereafter.  The Term may be renewed upon the written agreement of the
parties.

3.0       SCOPE

3.1 MEG shall be GDC's primary  outsource  manufacturing  vendor for (i) the GDC
surface mount technology  manufacturing ("SMT") and (ii) all other manufacturing
currently outsourced by GDC to third parties (the "Third Party Outsource"), both
subject to the following conditions:

          3.1.1  MEG  is not in  breach  of any of its  material  obligations
                 hereunder;

          3.1.2  GDC shall at all times  have the  right to  outsource  to third
                 parties up to fifteen  percent (15%) of the total dollar volume
                 of its manufacturing  requirements in any manner and proportion
                 of GDC  Products  and Third  Party  Outsource  products  of its
                 choosing;

          3.1.3  MEG must  qualify  for each  product of Third  Party  Outsource
                 prior to the  commencement  of the Manufacture of such product.
                 "Qualify" means that (i) the Third Party Outsource product must
                 be within the specific MEG core  competencies of either printed
                 circuit board fabrication,  cable  manufacturing,  through-hole
                 production,  SMT or plastic  injection  molding,  (ii) MEG must
                 build a specific  number of each such  products (as  reasonably
                 determined by GDC)for  inspection by GDC with regard to quality
                 and conformance to specifications,

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                (iii)  GDC  must  approve  such   products  as  to  quality  and
                conformance   to   technical    specifications    and   delivery
                requirements in writing,  (iv) the MEG quoted Purchase Price for
                such  products  must be no more  than  the  then  current  price
                charged  GDC by the third party  manufacturer,  and (v) MEG must
                comply with any unique, mandatory requirements for such products
                (see subsection 3.1.4 below).

          3.1.4  In the  event a  product  of  Third  Party  Outsource  or a GDC
                 Product  has or  subsequently  develops  a unique or  mandatory
                 requirement  and MEG cannot  meet such  requirement,  GDC shall
                 have the right to  continue  to  outsource  (or to  award)  the
                 manufacture  of  such  product  to  third  parties,   and  such
                 production shall not be included in the GDC total dollar volume
                 manufacturing  requirements for purposes of calculating the 15%
                 threshold  above.  By way of example  and not  limitation,  the
                 obligation  to   manufacture  a  product  within  a  particular
                 country,  or to  provide a  product  within a  particular  high
                 tariff  country  at a  specific  low  price  are  both  unique,
                 mandatory requirements.

          3.1.5  In the event GDC  terminates  this Agreement in part for breach
                 of MEG with regard to a specific GDC Product in accordance with
                 Section  22.3.2  below,  then GDC shall have the right to award
                 the manufacture of such GDC product to any third party and such
                 production shall not be included in the GDC total dollar volume
                 manufacturing  requirements for purposes of calculating the 15%
                 threshold above.

          3.1.6  MEG shall  purchase from each  manufacturer  of the Third Party
                 Outsource products that MEG has qualified for, all raw material
                 inventory and WIP of such  manufacturer that can be used in the
                 Manufacture by MEG of the qualified  product.  Excess material,
                 outside of  component  lead time,  will be  reviewed by MEG and
                 procured as required to support GDC's forecast.

3.2 The initial price quoted by MEG for each Third Party Outsource product shall
be reviewed in  accordance  with the Purchase  Price  formula set forth below in
Section 12.1, at the point which is six (6) months after MEG is Manufacturing at
least eighty five percent (85%) of the GDC requirement for such product,  not to
exceed  twelve  (12)  months  from the date GDC  provided  to MEG the  Technical
Information for such product for  qualification  purposes.  Except to the extent
caused by unusual or unexpected  market price  fluctuations,  and then only upon
the mutual  agreement  of the parties,  any revised  price  resulting  from such
review  shall not exceed the price  paid by GDC to the former  manufacturer  for
such  product.  The "price paid by GDC" shall be the contract  price between GDC
and the former  manufacturer  at the time of the  commencement of Manufacture by
MEG.

3.3 To the extent in the possession of GDC, GDC shall provide to MEG, as soon as
practical after the Closing Date, all Technical Information and the current turn
key price,  material and labor with regard to each Third Party Outsource product
reasonably required by MEG in order to qualify for such products;  however,  MEG
acknowledges that GDC

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requires  that  such  requests  do not pose a burden  to its  staff  during  the
Transition  Period,  nor provide any advance  notice to its current  Third Party
Outsource  manufacturers of the relationship hereof, and both factors can affect
the time required by GDC to gather and deliver such Technical  Information.  MEG
also  acknowledges  that it is the requirement of GDC that the MEG qualification
of Third Party  Outsource  products does not cause either party to be distracted
from the initial  goal of  transitioning  the SMT  production  to MEG during the
Transition  Period.  It is  the  intention  of the  parties  that  MEG  commence
production of those qualified Third Party Outsource  Products  approximately six
(6) months after the Closing Date,  and the parties will work  together  towards
such  goal;  however,  the actual  commencement  date may be earlier or later as
agreed by the parties.

3A.0     CLOSING

3A.1 The closing (the "Closing") under this Agreement shall be held on September
30, 1999 (the "Closing Date").  The Closing shall take place at the headquarters
of GDC in Middlebury, CT or at such other place as the parties may agree. At the
Closing,  (i) GDC shall  deliver to MEG such  documentation  as is  necessary to
transfer title, (including releases of all liens, encumbrances, and all required
consents),  to the  Manufacturing  Equipment and that certain portion of the GDC
raw material  inventory and Work In Process  Inventory from GDC to MEG, and (ii)
MEG shall pay and  deliver  to GDC the  purchase  price for such  equipment  and
inventory in the amount and form as specified below.

3A.2 The obligation of GDC to close is conditional subject to the receipt by GDC
of the consent to this Agreement by its lenders.

4.0      REPRESENTATIONS, WARRANTIES, AND COVENANTS OF MEG

MEG represents and warrants to GDC as follows:

4.1 MEG has the  requisite  expertise  to perform the  Manufacturing  of the GDC
products  and  shall  commit  sufficient   resources  to  meet  its  obligations
hereunder.

4.2 The MEG  Electronics  Group Inc. is a corporation  duly  organized,  validly
existing and in good  standing  under the laws of the State of Delaware and each
Affiliate performing  Manufacturing  hereunder shall be duly organized,  validly
existing,  and in good standing under the laws of the state of its incorporation
or organization,  and MEG and each Affiliate shall be duly qualified and in good
standing to perform such  Manufacturing in the  jurisdiction  where GDC Products
shall be Manufactured.

4.3 MEG shall at all times  comply  with all  federal,  state and local laws and
regulations  applicable  to  and  in  connection  with  the  performance  of its
obligations hereunder.

4.4 All MEG  facilities  used to  Manufacture  GDC Products are and shall at all
times be ISO 9002 certified.

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4.5 The financial  statements of the MEG Electronics  Group Inc.,  including its
Affiliates,  dated  December 31, 1998  delivered to GDC on September 8, 1999 are
correct and complete and accurately present the financial  condition and results
of  operations  of MEG and its  Affiliates  as of and for  the  year  ending  on
December 31, 1998,  and were  prepared in  accordance  with  generally  accepted
accounting  principles.  Since  December  31,  1998  there has been no  material
adverse  change to the  financial  condition  of MEG.  MEG shall  deliver to GDC
within ninety (90) days following the closing of each MEG fiscal year, financial
statements (audited, if available) for such fiscal year.

4.6 There are no actions or proceedings pending or threatened against MEG or its
Affiliates  and MEG has no  knowledge or belief of any  pending,  threatened  or
imminent litigation,  governmental investigations or claims, complaints, actions
or  prosecutions  involving MEG or any Affiliate  which if adversely  determined
would impair their ability to perform hereunder.

4.7  MEG is not a  party  to any  collective  bargaining  agreement  at any  MEG
facility that will be used to Manufacture GDC Products.  MEG's relationship with
its employees at all such facilities is excellent and there are and have been no
strikes, lockouts, other work stoppages,  picketing or labor disputes during the
past  five (5)  years in which  MEG or any of its  Affiliates  or  manufacturing
facilities are or were involved,  and no event has transpired or is contemplated
which has had or will have a material adverse effect on the relationship between
MEG and its employees.

4.8 There  shall be no liens  pending or  threatened  against  the GDC  Products
Manufactured  hereunder  by MEG and all shall be delivered to GDC free and clear
of all liens, claims and encumbrances.

4.9 The representations,  warranties, and covenants of MEG above are in addition
to and not in lieu of any other  representations,  warranties,  and covenants of
MEG set forth elsewhere in this Agreement.

5.0      PURCHASE AND SALE OF MANUFACTURING EQUIPMENT

5.1 GDC agrees to sell to and transfer to MEG,  and MEG agrees to purchase  from
GDC  at  the  Closing,   subject  to  the  terms  and  conditions   herein,  the
manufacturing equipment set forth in Schedule 7 (the "Manufacturing Equipment").

5.2 As the purchase price for the Manufacturing  Equipment, MEG shall pay to GDC
at the  Closing  the  amount  of Three  Million  One  Hundred  Thousand  Dollars
($3,100,000.00)  in cash  payable  by wire  transfer  in  accordance  with  wire
transfer instructions provided MEG prior to the Closing.

5.3  Solely  with  regard  to the  Manufacturing  Equipment,  GDC  warrants  and
represents to MEG to the best of GDC's knowledge:

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         5.3.1    The  Manufacturing  Equipment that is currently used by GDC in
                  the  Manufacture  of the  GDC  Products  is in a  commercially
                  reasonable state of repair and operating  condition,  ordinary
                  wear and tear and obsolescence excepted and;

         5.3.2    GDC will  transfer  to MEG at the  Closing  good  title to the
                  Manufacturing Equipment, free and clear of security interests,
                  mortgages, liens, attachments and encumbrances;

         5.3.3    GDC  will   maintain   the   Manufacturing   Equipment   in  a
                  commercially   reasonable   state  of  repair  and   operating
                  condition,  ordinary wear and tear and obsolescence  excepted,
                  until the  Manufacturing  Equipment is  physically  shipped to
                  MEG;

         5.3.4    GDC will be responsible  for  dismantling  and safe loading of
                  all manufacturing equipment purchased by MEG. MEG will pay for
                  transportation   and   set-up  of  the   equipment   at  MEG's
                  manufacturing facilities.

5.4 GDC makes no other warranties or  representations of any kind with regard to
the  Manufacturing  Equipment,  either  express  or implied  including,  but not
limited to, the  implied  warranties  of  noninfringement,  merchantability  and
fitness for a particular  purpose.  Except to the extent caused by MEG, the risk
of loss of or damage to the Manufacturing  Equipment shall be borne by GDC while
such equipment is at the GDC Naugatuck facility.

5A.0       PURCHASE AND SALE OF GDC RAW MATERIAL INVENTORY

5A.1 MEG shall  purchase from GDC as needed,  raw material from GDC's  inventory
that meets MEG's production requirements hereunder. A listing of that portion of
GDC's raw material  inventory  to be consumed  during the three (3) month period
after the Closing  Date  (determined  as of the last Friday prior to the Closing
Date) is set forth in Schedule 9 and shall be  purchased  by MEG from GDC at the
Closing.  The purchase and  utilization  of such GDC raw material by MEG for the
Manufacture  of GDC Products  shall at all times have priority over the purchase
and utilization by MEG of raw material supplied by third parties. MEG's purchase
from GDC during the Term of raw material in excess of or different  from the raw
material set forth in Schedule 9, MEG shall purchase such material from GDC at a
price that is competitive with the best price MEG sources of supply for the same
material.

5A.2 "As needed" above means that MEG, in addition to purchasing from GDC at the
Closing, such raw material set forth in Schedule 9, shall purchase from GDC such
additional raw material as requirements are identified.

5A.3 As the  purchase  price for the raw  material  set forth in Schedule 9, MEG
shall pay to GDC at the  Closing the amount of Four  Million  Six Hundred  Fifty
Thousand  Seven Hundred Eighty Four Dollars  ($4,650,784.00)  in cash payable by
wire transfer in accordance with wire transfer  instructions  provided MEG prior
the Closing.

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5A.4 To the extent  provided to GDC by the suppliers of the raw material  above,
and  assignable  by GDC,  GDC  shall  pass  through  to MEG  such  raw  material
warranties.  GDC makes no other warranties or  representations  of any kind with
regard to the raw material, either express or implied including, but not limited
to, the implied warranties of noninfringement, merchantability and fitness for a
particular purpose.

5A.5 No  later  than  January  31,  2000,  the  parties  shall  agree  upon  any
post-Closing operating adjustments to be made to the initial purchase of the raw
material set forth in Schedule 9 by MEG. Such adjustment  shall be determined by
comparing the actual amount of the raw material inventory as of the Closing Date
to the amount of the raw  material  inventory  as set forth in  Schedule  9. The
adjustment will be made as a debit or credit adjustment between GDC and MEG.

5A.6 In the  event  that MEG has  material  requirements  in other  areas of its
business that can be satisfied (as reasonably determined by MEG) by the purchase
from GDC of excess raw material not purchased above, MEG shall purchase such raw
material  from GDC at a price  that is  competitive  with  other MEG  sources of
supply.  MEG shall  assist GDC with the  disposal of any obsolete and excess raw
material not purchased by MEG.

6.0      PURCHASE AND SALE OF WORK IN PROCESS

6.1 GDC agrees to sell to and transfer to MEG,  and MEG agrees to purchase  from
GDC at the Closing,  subject to the terms and  conditions  herein,  the material
component of the Work in Process ("WIP").  Set forth in Schedule 10 is a listing
of WIP as of June 30, 1999.

6.2 As the purchase price for the WIP set forth in Schedule 10, MEG shall pay to
GDC at the Closing the amount of One  Million  One Hundred  Thirty Six  Thousand
Nine Hundred Eighteen Dollars  ($1,136,918.00)  in cash payable by wire transfer
in accordance with wire transfer instructions provided MEG prior the Closing.

6.3 To the extent  provided to GDC by the  suppliers  of the raw material in the
WIP above, GDC shall pass through to MEG such raw material warranties. GDC makes
no other  warranties  or  representations  of any kind  with  regard  to the raw
material in the WIP,  either express or implied  including,  but not limited to,
the implied  warranties of  noninfringement,  merchantability  and fitness for a
particular purpose.

6.4  No  later  than  January  31,  2000,  the  parties  shall  agree  upon  the
post-Closing  operating  adjustments  to be made to the  purchase of WIP by MEG.
Such adjustment  shall be determined by comparing the actual amount of WIP as of
the  Closing  Date  to the  amount  of WIP as set  forth  in  Schedule  10.  The
adjustment will be made as a debit or credit adjustment between GDC and MEG.

6A.0     START UP FEES

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6A.1 GDC shall pay to MEG at the  Closing  the amount of One Million One Hundred
Thousand Dollars  ($1,100,000.00)  as an outsourcing start up and administration
fee. The amount of this fee shall be offset by and deducted from the amounts due
GDC at Closing.

7.0      OPEN PURCHASE ORDERS

7.1 GDC shall retain  responsibility for all purchase orders issued to suppliers
for the  procurement  of raw material,  that are executory in part or full as of
the Closing Date (the "Open POs"). In the event,  during the Transition  Period,
there are production requirements that cannot be satisfied by the Open POs or by
inventory  purchased  by MEG as set forth in  Schedules 9 and 10, then GDC shall
issue new purchase orders to MEG for such raw material requirements; however GDC
reserves the right to issue such purchase  orders to other vendors if MEG cannot
meet the  requirements  of the  purchase  order.  The  price to GDC for such MEG
material shall be as set forth at Section 12.1 (i) below. MEG will work with GDC
personnel  to  manage  the  transition  of  future  requirements  to  MEG at MEG
facilities.

8.0       TRANSITION PERIOD AND EMPLOYEES

8.1 During the Transition  Period,  GDC Products will be manufactured at the GDC
Naugatuck, CT facility and be in transition to MEG facilities. The GDC employees
utilized by GDC to manufacture  the GDC Products prior to the Closing Date ("GDC
Employees")  shall be retained  by GDC and shall  manufacture  the GDC  Products
under the direction of GDC. MEG and GDC shall work together in good faith during
the Transition  Period to determine the scope and duration of the services to be
provided by the GDC Employees.  As GDC Products move from the Transition  period
to the Post-Transition Period, it shall be the responsibility of GDC at its sole
expense and discretion to either terminate the GDC Employees or transfer them to
other duties as it so determines.

8.2 There shall be no labor charge to MEG for the services of the GDC  Employees
during the  Transition  Period,  as the GDC  Products  manufactured  during this
period shall be priced to GDC in accordance  with the formula set forth below at
Section 12.2.

8.3 The following Sections of this Agreement do not apply to GDC Products within
the Transition Period:  Section 15.1,  Product Warranties and Remedies;  Section
16.0, Inspection; Section 19.0, Rescheduling and Cancellation; and Section 21.0,
Changes To The GDC Products.

9.0       MANUFACTURING LICENSE

9.1  GDC  hereby  grants  to  MEG a  nonexclusive,  worldwide,  nontransferable,
royalty-free license under all of GDC's Intellectual Property Rights, to use the
GDC  Technical  Information  for  the  sole  purpose  of  Manufacturing  the GDC
Products, or mutually agreed-upon successor or additional products,  for sale to
and purchase by GDC hereunder. MEG acknowledges and agrees that all Intellectual
Property Rights in the

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GDC Products Manufactured hereunder by MEG are and shall remain at all times the
exclusive  property of GDC or its vendors and  licensors  and may be used by MEG
solely pursuant to this Agreement, and that MEG shall not become entitled to any
Intellectual Property Rights in any such products. MEG shall take all reasonable
measures to ensure that all Intellectual  Property Rights of GDC in the products
remain with GDC.

9.2 All  inventions  and  discoveries  and other  intellectual  property  rights
specifically  with  regard to the design and  development  of the GDC  Products,
created  and/or  developed  pursuant to or as a result of this Agreement by MEG,
shall be the sole and exclusive property of GDC. MEG hereby assigns and conveys,
and shall cause its  employees and agents to assign and convey to GDC the entire
right,  title and  interest in and to the  aforesaid,  and shall  deliver to GDC
signed instruments that may be required to vest in GDC the foregoing.

10.0      MANUFACTURING GOALS AND COST SAVINGS

10.1 MEG shall utilize its core competencies (printed circuit board fabrication,
cable manufacture, raw card manufacture,  through-hole production, surface mount
technology, plastic injection molding, power supply manufacture and system level
configuration)  as applicable in the performance of its  obligations  under this
Agreement,  and acknowledges  that the primary goals of GDC hereunder are to (i)
lower GDC's cost of  acquiring  GDC  Products as set forth below at Section 10.3
and (ii) increase  GDC's and GDC's  customers'  satisfaction  with regard to the
quality and timeliness of the  Manufacture  of such products.  MEG shall use its
best efforts at all times in the  performance of this Agreement to achieve these
goals.

10.2 During the Post-Transition  Period, fifty percent (50%) of all cost savings
created by MEG attributed to GDC Product-specific value added engineering design
changes shall be retained by MEG subject to the following: First, (i) the change
must be initially identified by MEG and subject to approval by GDC; and (ii) the
cost  savings  retained  by MEG shall only be for the twelve  (12) month  period
following  the date of MEG's  initial  shipment to GDC of such changed  product.
Thereafter,  these  specific cost savings shall be retained by GDC. That portion
of the cost  savings not retained by MEG shall be passed back to GDC in the form
of reduced Purchase Prices.

10.3 The parties  acknowledge and agree that the primary goal of GDC in entering
into this Agreement is an overall  reduction of its present costs to manufacture
the GDC Products. The initial cost reduction provided by MEG is evidenced by the
Purchase Prices set forth in Schedule 2. MEG's volume  purchase  capability with
regard to components  and other raw material  shall provide best market  pricing
available;  this best  market  pricing of  components  and raw  material  is the
primary  element of the pricing  formula  described  in Section  12.1 for future
pricing of GDC Products.

10.4  MEG  agrees  to  allocate  and  reserve   3,000  cubic  feet  of  secured,
environmentally  controlled space for GDC finished goods inventory, at no charge
to GDC. MEG shall  retain  title to and risk of loss or damage to such  finished
products until such time as they

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are shipped to GDC and GDC is invoiced  for them.  Upon  shipment  and  invoice,
title shall  transfer  to GDC,  and GDC shall have the risk of loss or damage to
such products.

11.0     PURCHASE VOLUME

11.1  So  long  as  MEG  is not in  breach  of any of its  material  obligations
hereunder,  and subject to the terms and  conditions  of Section 3.0 above,  GDC
shall  purchase  from MEG no less than  eighty five  percent  (85%) of the total
dollar volume of its manufacturing  requirements for the GDC Products during the
Term.  This total dollar  volume,  based upon GDC's  current  forecast as of the
Closing  Date,  is  anticipated  to  be  approximately  Thirty  Million  Dollars
($30,000,000) per year.

12.0     PURCHASE PRICE OF GDC PRODUCTS

12.1  "Purchase  Price"  means  the net  price  that GDC  Products  Manufactured
hereunder are sold to and purchased by GDC and, for the Post-Transition  Period,
are set forth in Schedule 2. The listing of GDC Products and associated Purchase
Prices set forth in Schedule 2 as of the Closing  Date (the  "Initial  List") is
not a complete listing,  and represents a level of savings to GDC with regard to
the GDC cost of  manufacture  of the same GDC  Products.  MEG  shall  provide  a
complete  Purchase  Price  listing  for the balance of the GDC  Products  within
thirty  (30)  days  following  the  date  that GDC  provides  to MEG the bill of
materials for each such product (the "Complete List").  Such additional Purchase
Prices as set forth in the  Complete  List shall  provide to GDC  representative
savings as compared to the  Initial  List.  Such  listed  Purchase  Prices,  all
subsequent revisions to Purchase Prices as allowed hereunder and Purchase Prices
for new GDC  Products,  are and shall be calculated by MEG for each GDC Product,
subject to the review and  approval of GDC,  in  accordance  with the  following
model:

         i.    Material cost shall be calculated at MEG actual material cost
               plus nine percent (9%);
         ii.   Labor cost for each GDC Product shall be calculated at the rate
               of Twenty Five Dollars  ($25.00) per hour;  However,  the number
               of labor hours used to calculate  the labor cost for each GDC
               Product shall be the lower of (i) the number of hours as set
               forth in GDC's  current  labor  process  routers as provided to
               MEG,  and (ii) the number of hours as determined by MEG as a
               result of its own time and motion  studies.  GDC represents that
               to the best of its knowledge, the data in labor process  routers
               provided to MEG are the result of time and motion studies and are
               accurate in all material aspects, and to the extent the preceding
               representation is not true with regard to any specific GDC
               Product, then GDC shall not be in breach  with  regard to such
               representation;  however,  the number of labor hours determined
               by MEG as a result of its own studies  shall then be used to
               determine  the  Purchase  Price for such GDC Product.  In such
               event, MEG shall represent to GDC that to the best of its
               knowledge,  the labor hours so determined are the result of time
               and motion studies and are accurate in all material aspects.

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<PAGE>

         iii.  MEG shall add a five percent (5%) mark-up to the costs above.

12.2 Purchase Prices for any GDC Product Manufactured at the GDC facility during
the  Transition  Period shall be priced to GDC in accordance  with the following
model:

         (i)      If the GDC Product contains raw material purchased from GDC in
                  Schedules 9 and 10 and such  material was used to  Manufacture
                  the GDC Product at the GDC Naugatuck facility, the GDC Product
                  shall be priced to GDC at the price set forth in Schedule 9 or
                  10 as applicable.

         (ii)     If the GDC Product  contains any raw material  supplied by MEG
                  (other than material  purchased from GDC in Schedules 9 an 10)
                  and such material was used to Manufacture  the GDC Products at
                  the GDC Naugatuck facility, the GDC Product shall be priced to
                  GDC in accordance with Section 12.1 (i) only;

         (iii)    If the raw material was used to  Manufacture  the GDC Products
                  at a MEG  facility,  the GDC Product shall be priced to GDC in
                  accordance with Sections 12.1(i) through 12.1(iii).

12.3 GDC and MEG will work together in good faith to effectively manage, measure
and reconcile all inventory  consumption and purchase of GDC Products  occurring
during the Transition Period. No later than January 31, 2000 such reconciliation
shall be completed and settled. While the foregoing reconciliation is in process
during the month of January  2000,  GDC will make a payment to MEG equal to Five
Million Two Hundred Six Thousand Five Hundred Dollars ($5,206,500.00) on January
3, 2000 to be applied by MEG towards the final  reconciliation  settlement.  Any
raw  material  inventory  which GDC  purchased  from MEG during the three  month
period ended  December 31, 1999,  and which remains in GDC inventory on December
31, 1999,  will be repurchased  from GDC by MEG at the same price GDC originally
purchased such material from MEG.

12.4 MEG shall at all times  maintain  an "Open Book  Policy"  meaning  that MEG
shall make available to GDC on a physical or electronic  basis, all its business
records with regard to its  performance of the Agreement as reasonably  required
by GDC including,  by way of example and not limitation,  records with regard to
(i) calculation of all Purchase  Prices,  (ii) the cost of materials,  labor and
administration and (iii) quality assurance and (iv)  Manufacturing  performance.
Such records shall be available  during normal  business  hours upon  reasonable
advance notice.

12.5 The parties shall meet and review the Purchase  Prices six (6) months after
the Closing  Date and twelve (12) months  after the Closing  Date.  The Purchase
Prices shall be reviewed with regard to the Purchase Price calculations included
above. Adjustments shall be by mutual agreement,  shall be prospective only, and
shall  provide be  effective  no less than  thirty  (30) days  following  mutual
agreement.  After the two  adjustment  periods above,  Purchase  Prices shall be
reviewed and fixed on and for consecutive twelve (12)

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<PAGE>

month  periods in accordance  with this Section  12.5.  Only in the event of any
industry-wide or sole source shortages of components affecting price or delivery
schedules,  will  GDC  agree to  negotiate  with  MEG any  equitable,  temporary
adjustments to the Purchase Prices contrary to the above.

13.0     GDC PURCHASE ORDERS/SCHEDULE.

13.1 The manufacture and shipment of GDC Products will be in accordance with GDC
Purchase  Orders  ("Purchase  Order(s)").  Purchase Orders may be issued in hard
copy or  electronically  ("EDI")  and will be issued at  intervals  as  mutually
agreed. Issued Purchase Orders are firm (subject to the adjustment provisions at
Section 19 below)  and will  cover GDC  requirements  for GDC  Products  for the
subsequent ninety (90) days. Purchase Orders will state the quantity of and part
numbers for the GDC Products to be  manufactured  and shipped  during the period
covered by the Purchase Order, as well as the GDC required  delivery dates,  and
Purchase  Price.  MEG will be measured for on time deliveries and therefore must
deliver GDC Product to GDC on the required  delivery date, or within a window of
three (3) days  early,  zero (0) days late.  MEG will  confirm  Purchase  Orders
within 5 days of receipt.  Delivery of the GDC Products in  accordance  with the
GDC required delivery dates as set forth in Schedule 3 or as otherwise agreed to
by MEG is a material obligation of MEG.

13.2 GDC shall  provide to MEG,  no less than once each  month,  a six (6) month
rolling  forecast  of GDC  Product  purchases.  GDC  forecasts  of  GDC  Product
purchases beyond ninety (90) days (or some other mutually agreed period) are for
planning  purposes  only,  are not  firm,  and will be issued  at  intervals  as
mutually  agreed.  All  forecasts  provided  by GDC  shall be  deemed  to be GDC
Confidential  Information  regardless  of whether  marked as such,  and shall be
treated by MEG in accordance with Section 27 below.

13.3 MEG will purchase only that material  required for  manufacturing  Products
according to the quantity and delivery  schedules  set forth in Purchase  Orders
issued by GDC during the term of this Agreement.  MEG will purchase material for
the Products  according to GDC Approved Vendor List ("AVL"),  and subject to the
terms of Section 5A.0,  Purchase and Sale of GDC Raw Material  Inventory  above.
The AVL is specific  to the  component  manufacturer  only and not the source of
supply.  MEG reserves the right to procure  components and material  direct from
the manufacturer or through MEG's preferred distribution partners.

13.4 With GDC's prior written  consent,  which consent will not be  unreasonably
withheld,  MEG may purchase  material in excess of Purchase Order  requirements,
such as long lead-time components or components which can be purchased in volume
at a lower price.  These instances  (including the terms of disposal of any such
material) will be discussed and agreed to in writing by the parties prior to any
actual purchase.

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<PAGE>

13.5  Material  shortages.  In the  event of an  industry  shortage  of  certain
material to be used by MEG hereunder,  which results in a temporary  increase in
the cost of such  material  and/or an imposed  allocation  of  supply,  then MEG
agrees as follows:

         i. GDC must  approve  the payment by MEG of any  premium  pricing  with
         regard to the material prior to its purchase by MEG, and MEG shall only
         charge GDC for the material in accordance  with the applicable  pricing
         formula  set forth in  Section 12 above,  excluding  any  premium.  The
         amount of any premium paid by MEG shall be invoiced to GDC separately.

         ii. In the event of any  allocation  of supply  imposed upon MEG by its
         supplier(s),  then the amount to be utilized by MEG for the Manufacture
         of the  GDC  Products  hereunder  shall  be a pro  rata  percentage  as
         follows:  For  example,  if the  forecast  for the  Manufacture  of GDC
         Products  (provided by GDC to MEG hereunder) is to consume seventy five
         percent  (75%)  of the  MEG  overall  requirements  for  the  allocated
         material  for the same  period,  then MEG shall  utilize  seventy  five
         percent (75%) of it supply for the  Manufacture  of the GDC Products in
         such period.

13.6 GDC warrants,  as of the Closing Date, that to the best of its knowledge it
is not in  material  breach  with  regard  to  delivery  of GDC  Product  to its
customers  in any  material  aspect.  GDC  warrants  that the  Initial  Forecast
provided in Schedule 8, to the best of its  knowledge,  reflects  the demand for
GDC Products based upon the data available to GDC as of the Closing Date.

14.0     PAYMENT TERMS.

14.1 Payment  terms are net thirty (30) days from invoice date in United  States
dollars.  The invoice date shall be no earlier than the ship date.  Payments are
not subject to offset or setoff.  Invoices not paid within thirty (30) days will
carry an interest  charge of 1-1/2% per month.  Acceptance of a partial  payment
will not be a waiver of the right to be paid the remainder due.

15.0     PRODUCT WARRANTIES, TESTING, AND REMEDIES.

15.1 MEG warrants to GDC that each GDC Product  manufactured  hereunder shall be
(i) free from defects in material and  workmanship and (ii) meet the GDC Quality
Requirements as set forth in Schedule 4 for twelve (12) months from the date GDC
ships the GDC Product to its  customer,  not to exceed  fifteen (15) months from
the  date  of  original  shipment  by MEG to GDC  (the  "Warranty  Period").  In
addition,  MEG warrants and represents that all GDC Product  delivered to GDC by
MEG shall be Manufactured in accordance  with the  Manufacturing  Specifications
set forth in Schedule 6 and, unless  otherwise  agreed to by GDC, shall meet the
Delivery  Performance  Requirements  as set forth in  Schedule  3 (the  "Product
Warranty").  Repair made by MEG to GDC Products are warranted against defects in
material and workmanship for a period equal to the

                                       14

<PAGE>

greater of ninety (90) days  following  the return of such  product(s) to GDC or
the remaining term of the Warranty  Period.  GDC Product returns that are due to
either DOA (dead on arrival)  or OOB (out of box  failure)  causes  shall not be
deemed to be repairs and subject to the preceding  sentence.  Such product shall
be promptly  replaced by MEG and a new Warranty  Period shall then commence upon
shipment of the GDC Product to GDC.

15.2 The Product  Warranty  shall not apply to (i) GDC  Product  that is abused,
damaged,  misused  or  altered  other than by MEG,  or (ii)  Product  damaged by
shipping or other external causes not directly contributed to by MEG.

15.3 GDC Products shall be deemed  accepted by GDC if they are  manufactured  in
accordance  with  MEG's  manufacturing  workmanship  standards,  conform  to the
applicable  requirements of all Schedules hereto, and successfully  complete any
mutually  agreed upon GDC Product  Acceptance  Tests.  These Product  Acceptance
Tests will be  provided by GDC at closing  utilizing  GDC's test  equipment  and
subject to GDC's test procedures,  standards, and referenced by GDC's historical
test yields (ICT,  Functional)  and all other  supporting  data. GDC may perform
acceptance testing which measures a different array of performance  criteria but
the parties agree that the mutually agreed upon GDC Product Acceptance Test will
be  the   measurement   standard  to   determine   if  the  GDC  Product   meets
specifications.  GDC  acceptance  of GDC  Products  shall not relieve MEG of its
Product Warranty obligations hereunder.

All claims for breach of warranty must be received by MEG from GDC no later than
thirty  (30) days  after  the  expiration  of the  Warranty  Period  for the GDC
Product.

15.4  Except  as may be  expressly  set  forth in this  Agreement,  the  Product
Warranty is the only warranty given by MEG with regard to the GDC Products.  MEG
makes  no  other  warranty  either  expressed  or  implied.  All  warranties  of
merchantability  or  fitness  for a  particular  purpose  or use  are  expressly
disclaimed and excluded herefrom.

15.5 MEG shall, upon notification of a warranty claim and at its option,  repair
the defective GDC Product at a MEG facility of its choice, replace the defective
GDC Product with another such GDC Product,  or return the Purchase Price. In the
case of  repair,  all  repairs  will be made and MEG will  return  the  repaired
product  to GDC  within  ten (10) days of  receipt.  This 10 day  return,  under
warranty, will be treated as a "zero" dollar transaction, and will not involve a
debit or credit between the parties.

15.6 GDC will consign to MEG all required  test  fixtures to support the quality
production  of GDC  products,  including  but not  limited to,  In-Circuit  Test
Fixtures (ICT) and  Functional  Test Fixtures all of which are believed to be in
good working  order and capable of qualifying  product to GDC's  specifications.
The parties will enter into a written Consignment  Agreement at a future date to
be determined  and containing  customary  terms and  conditions.  Such agreement
shall provide at a minimum that (i) MEG will have the  opportunity to review all
test fixtures  during the first piece  production at MEG's  facility and will be
given the right to determine the "acceptance quality" of

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<PAGE>

said equipment.  If the test fixtures are deemed to be inadequate to perform the
required test per  reasonable  standards and as agreed by the parties,  then GDC
will be responsible for correction of the fixtures;  (ii) Risk of loss or damage
to and  maintenance of the test fixtures will be the  responsibility  of MEG and
(iii) Engineering changes directed by GDC, may affect the functionality of GDC's
test fixtures and will therefore be the sole financial  responsibility of GDC if
fixtures  are to be  reworked.  MEG  will  submit  pricing  to GDC  for  fixture
modification as required.

15.7 Unless  expressly  agreed to by MEG in writing,  MEG makes no warranty that
the products will (i) meet any specification not made, known to and agreed to by
MEG, or (ii) receive the approval of or be certified by Underwriters Laboratory,
any Federal,  State,  Local, or Foreign  Government  Agency  (including  without
limitation the Federal Communications Commission) or any other person or entity.
MEG assumes no responsibility for obtaining such approvals or certifications, or
meeting such specifications.

15.8 MEG  Quality  Complaints.  - In the event GDC  determines  that GDC Product
furnished   hereunder  does  not  perform  in  a   satisfactory   manner  or  is
unsatisfactory in other respects, GDC shall issue a Quality Complaint in writing
to MEG specifying in detail the nature of the defect or problem (the "QC").  MEG
shall  provide an  acknowledgement  in  writing to GDC within  three (3) days of
receipt.  Within twenty (20) days thereafter,  MEG shall provide a comprehensive
report to GDC specifying,  as required,  the change in the manufacturing process
required to address the GDC concern in the QC. The report will  include,  by way
of example and not limitation,  the root cause of the QC, condition and plan for
immediate  corrective  action to remedy  the QC,  and a long term plan to ensure
that continued quality GDC Products are delivered by MEG.

15.9  GDC  warrants  to MEG  that to the  best of its  knowledge  any  Technical
Information  including but not limited to test fixtures,  standards,  historical
test yields  (ICT,  Functional  Test) and all other data is accurate  and may be
used  by  MEG to  meet  GDC's  product  requirements,  unless  GDC  informs  MEG
otherwise.

15.10 Any  agreement to modify  standards or  procedures  must be in writing and
agreed to by both parties.

15.11 MEG will repair and/or upgrade GDC Products which are outside the warranty
period on mutually  agreed  prices and terms and  conditions to be negotiated by
the parties on a per product basis.  MEG shall at all times use its best efforts
to maximize efficiencies in labor and cost with regard to such repair.

15.12 Any  warranties  contained in this  agreement will inure to the benefit of
MEG and GDC and  permitted  assigns,  and may not be the  basis for any claim or
cause of action of parties other than MEG or GDC or such assigns.

16.0     INSPECTION

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<PAGE>

16.1 Subject to Section 16.2 below, GDC may inspect incoming GDC Products at all
times and places and may base acceptance or rejection of any or all GDC Products
on generally accepted sampling techniques. MEG, without additional charge, shall
provide all reasonable  facilities  and  assistance.  GDC  inspection  shall not
relieve MEG from performing full and adequate test and inspection.

16.2 GDC shall inspect each shipment of GDC Products and give MEG written notice
of any  defects  or count or other  discrepancies  within  fifteen  (15) days of
receipt. If GDC does not inspect Products within fifteen (15) days, the Products
will be considered  accepted by GDC; any Product defects  reported after fifteen
(15) days will be covered by the warranty provisions of this Agreement. GDC will
follow MEG's RMA procedure for return of Products.

17.0     OWNERSHIP OF PRODUCT

17.1 GDC shall retain sole and exclusive  ownership rights to the GDC Product(s)
Manufactured by MEG (and all Technical  Information) and, except for the limited
rights  provided  MEG in  Section  24,  Bankruptcy  of GDC,  GDC shall  have the
exclusive right to purchase and market the GDC Products.

18.0     PRIMARY CONTACT PERSONS

18.1 Each party shall assign one individual to act as primary contact person for
business  issues,  one individual to act as primary  contact person for contract
issues,  and one  individual  to act as primary  contact  person  for  technical
issues,  however, it is MEG's intent to have a "Customer  Executive" assigned as
the "prime" contact for all initial communications.

19.0     RESCHEDULING AND CANCELLATION.

19.1 Unless  otherwise  agreed by both parties on a case by case basis,  GDC may
reschedule Purchase Order deliveries without charge per the following schedule:

                                                RESCHEDULE %
              DAYS' PRIOR NOTICE               Purchase Order

                    0-30 days                      25%
                   31-90 days                      50%
                 over 90 days                     100%

19.2 GDC may cancel  Purchase Orders at any time subject to the terms of Section
22.0 or as otherwise agreed to by the parties in writing.

19.3     Any schedule acceleration requested by GDC will be subject to component
availability.

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<PAGE>

20.0     NON-RECURRING ENGINEERING CHARGES.

20.1 With regard to any special  design or engineering  change  requests made by
GDC, the parties will mutually agree on MEG provided non-recurring  engineering,
set  up and  tooling  charges  ("NRE")  required  to  Manufacture  such  special
products.  NRE, set-up,  and tooling charges may be amortized for payment by GDC
over the first  twelve (12) months of  prototype,  pilot,  and product  delivery
under this  agreement,  however,  this process is subject to review based on the
size and nature of the investment.

21.0     CHANGES TO THE GDC PRODUCTS

21.1 MEG will not make any changes to the GDC Products without GDC prior written
authorization.  MEG will make GDC requested  engineering changes ("EC's") to the
Products  as  required  by the GDC EC. An EC  request  will  include  sufficient
information for evaluation of its feasibility and cost impact.  MEG will respond
to EC requests in writing and provide cost and other relevant data within a time
period that is reasonable  considering the magnitude of the EC, but in any event
not later than thirty (30) days after receipt of the EC. This process may change
GDC's Purchase Price of Product listed in Schedule 2.

21.2 GDC may from time to time change the specifications for the Products or the
work  required of MEG hereunder and MEG agrees to implement the change per GDC's
reasonable  requested schedule.  If changes result in a change in MEG's costs or
in the time for performance,  an adjustment will be made. Any adjustment must be
in writing  and MEG shall not be  required to  implement  such change  until the
Parties have mutually  agreed upon the  adjustment to the Purchase Price if any.
In the event of a change  necessitated  by safety  requirements  or by law,  MEG
agrees to use its best efforts to implement said change as soon as possible.

21.3 MEG  agrees  not to make any  changes  in its  processes  or  manufacturing
standards which would affect form, fit, or function of the GDC Product,  without
first  obtaining  written  agreement  from  GDC,  which  permission  will not be
unreasonably  withheld. MEG will notify GDC at least ninety (90) days in advance
of any such changes.

22.0     TERMINATION/DEFAULT

22.1     Obligations of GDC

22.1.1 Upon  termination of a Purchase Order by GDC, or upon  expiration of this
Agreement without renewal or termination of this Agreement by MEG for default of
GDC, GDC shall reimburse MEG for:

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<PAGE>

(i)      All finished GDC Products  (specifically for the Purchase Orders in the
         case of a cancelled  Purchase  Order(s) ) and for all finished product,
         in the case of the termination of the Agreement, scheduled for shipment
         within ninety (90) days immediately following the date of MEG's receipt
         of the  cancellation  or the effective date of the  termination  notice
         (the "Notice  Date");  and all  additional  finished  goods as mutually
         agreed to in writing;

(ii)     all Work-In-Process as of the Notice Date and;

(iii)    All  components,  subassemblies  and other  material  purchased by MEG
         to fill a Purchase  Order or  authorized  by GDC to be purchased by MEG
         which are on hand or on non cancelable  orders as of the Notice Date.
         Without  limitation  this includes raw  material  inventory  made
         obsolete  or in excess due to GDC's  changes to the  specifications or
         GDC  Products,  minimum buy quantities,  and reel  quantities.  Items
         (i)-(iii) above are referred to as the "Termination  Inventory".  In
         calculating the quantity of finished GDC Products under (i) above, GDC
         Products  rescheduled  for  manufacture and shipment during the ninety
         (90) days immediately prior to  the Notice Date may be counted by MEG.

22.1.2 MEG will make every reasonable effort to use the Termination Inventory on
other current  programs at the facility where the GDC Products are  manufactured
and at other MEG  facilities,  will make every  reasonable  effort to cancel all
outstanding  material  orders  with  vendors,  and will  attempt  to return  raw
material inventory to vendors. GDC will be responsible only for costs,  charges,
and fees  actually  incurred  by MEG to  cancel  or return  any  portion  of the
Termination Inventory to vendors and, upon mutual agreement,  the cost to modify
portions of the Termination Inventory for other MEG programs.

22.1.3  Within  thirty  (30) days from  termination  or  cancellation,  MEG will
invoice, and GDC will purchase, the Termination Inventory remaining after vendor
cancellations  and returns and after other program use, as follows:  (i) for Raw
Material  Inventory and authorized long lead time components,  at MEG's purchase
price plus overhead as  calculated  in Section  12.1.  MEG will provide GDC with
evidence of purchase price upon request;  (ii) For WIP, at a reasonable pro rata
percentage of the finished GDC Product  Purchase  Price;  and (iii) for Finished
GDC Product, at the Purchase Price in effect at termination or cancellation. GDC
will be responsible for any negative price  differentials  between the price MEG
paid for the raw material Inventory and authorized long lead time components and
the price at which MEG was able to return the items.  MEG will  credit or refund
to GDC at GDC's option any positive  price  differentials  after  application of
Section 12.1 pricing model.

22.1.4 In the event that this Agreement is terminated by MEG for default of GDC,
GDC shall pay to MEG,  upon written  notice given to GDC and within  thirty days
following the effective date of  termination,  in addition to the above payments
for inventory and finished  product,  the depreciated value of the Manufacturing
Equipment as of the date of

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<PAGE>

default.  The  Manufacturing  Equipment  will be  depreciated on a straight line
basis by MEG over a thirty six (36) month  period  (decremented  monthly)  based
upon a purchase price of Two Million  Dollars  ($2,000,000.00).  Upon payment to
MEG of such  depreciated  amount,  MEG shall transfer title to and possession of
such  Manufacturing  Equipment  to GDC free and clear of all  liens,  claims and
encumbrances.  MEG shall have the option to retain the Manufacturing  Equipment,
and in such event GDC shall have no liability to MEG for any payment  whatsoever
with regard to the Manufacturing  Equipment.  The depreciation  period starts on
the Closing Date.

22.2     Obligations of MEG

22.2.1 Upon the termination of this Agreement or any outstanding  Purchase Order
by GDC for default of MEG, MEG shall reimburse GDC for:

         (i) all costs, expenses, disbursements,  direct damages and liabilities
(including  reasonable  legal fees) incurred and paid by GDC as a result of such
default and arising from (a) the  transitioning by GDC of the Manufacture of the
GDC  Products  to a third  party  manufacturer  or back  to a GDC  facility  for
manufacture  by GDC, and (b)  penalties and damages paid by GDC to its customers
for  failure  to  deliver  GDC  Products  in  accordance  with the  terms of the
contracts  with  such  customers.  In the  event  GDC  must  pay a  third  party
manufacturer to manufacture the GDC Products at prices that are in excess of the
Purchase  Prices herein,  then MEG shall pay to GDC the  difference  between the
third  party  prices  and the  Purchase  Prices  herein  for  each  GDC  Product
manufactured by such third party during the remainder of the Term herein.

22.3     Termination in General

22.3.1 This  agreement may be terminated  by expressed  written  consent by both
parties, having the expressed purpose of terminating this agreement.

22.3.2  Termination for Cause. This Agreement or any outstanding  Purchase Order
may be terminated by either party in whole or in part via written  notice to the
other party following the failure by either party to perform any of its material
performance  obligations  under this  Agreement and to cure such failure  within
thirty  (30) days after  receipt of written  notice  describing  the  failure in
sufficient  detail,  or if the failure cannot be completely  cured within thirty
(30) days, failure to make substantial progress towards a cure within the thirty
(30) day period.

22.3.3   Default

In the event of material default by either party,  and, written  notification of
said default to the defaulting  party, the defaulting party shall have,  subject
to the substantial progress exception above, (30) days to cure said default.

         (i)      In the event of an uncured default, after written notification
                  for nonpayment of a sum certain due,  following a thirty (30)
                  day cure period,

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<PAGE>

                  then the non defaulting party may upon written notice, declare
                  this Agreement to be terminated.

         (ii)     For  material  breach,  other than non  payment and failure in
                  delivery  (see below),  then upon written  notice  default and
                  intent to terminate this Agreement, the defaulting party shall
                  have an  additional  fifteen  (15)  day  period  to cure  such
                  default.

         (iii)    This additional notice and period to cure shall not affect the
                  non defaulting parties' right to damages,  expenses, and costs
                  within the initial (30) day period after notice.

         (iv)     In the event  that  after  notification,  said  default is not
                  cured  within  thirty (30) days or the forty five (45) days as
                  applicable,  then in  addition  to any  other  rights  the non
                  defaulting  party may have hereunder,  or at law or equity for
                  such  default,  defaulting  party  shall  be  liable  for  all
                  reasonable  costs,  expenses,  direct damages,  and reasonable
                  legal fees occasioned to the non defaulting party thereby.

         (v)      Notwithstanding  anything  to the  contrary  above,  MEG shall
                  continue to accept  orders from GDC for the GDC Products for a
                  period not to exceed one hundred  twenty (120) days  following
                  the  termination or expiration of this  Agreement,  so long as
                  GDC is current on all payment obligations to MEG.

22.4  Failure in delivery by MEG occurs when the MEG  delivery  rate to GDC in a
thirty  (30) day  period  falls  below  ninety  percent  (90%) of the  scheduled
commitment for such thirty (30) day period.  MEG shall have the next thirty (30)
days to cure such failure by achieving a delivery  rate equal to or greater than
ninety  percent (90%) of the scheduled  commitment for such next thirty (30) day
period. No additional cure period shall be available to MEG.

22.4.1   In the event a failure in delivery above,  (or any individual  instance
         of a failure by MEG to meet the delivery  requirements  of a particular
         order),  causes  a GDC  customer  to  cancel  its  order to GDC for the
         delayed GDC  Products,  then GDC shall have the right to return the GDC
         Products to MEG without penalty for a refund or credit at GDC's option.

22.4.2   In the event GDC is subject to liquidated damages for failure to timely
         deliver GDC Products to its customer, and GDC gives MEG notice of such
         liquidated  damages and the required  delivery  dates and makes the
         acceptance  of same by MEG a condition of the order, and MEG accepts
         such conditions and the order from GDC, then, MEG shall reimburse GDC
         to the extent that GDC has paid liquidated  damages to its customer as
         a result of a late delivery of GDC Products caused by MEG late delivery
         to GDC. The prior notice  provisions  of this Section 22.4.2 shall

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<PAGE>

         not apply to MEG  obligations  under Section  22.2.1(i)(b)  above as it
         relates to termination for default.

22.4.3   The only  exception  to the MEG  obligations  above is a force  majeure
         condition as set forth in Section 29.8 below;  however,  in such event,
         MEG  shall  work in good  faith  with GDC to find a fair and  equitable
         resolution to the specific failure to deliver matter.

22.5 Additional Rights Upon Expiration/Termination. Upon the termination of this
Agreement  for default of MEG,  MEG shall,  upon  request of GDC,  provide at no
charge  reasonable  training for GDC personnel  and/or any third party personnel
with  regard to the goal of  continued  performance  of the  services  set forth
herein by such  personnel.  The dates,  location,  and  duration of the training
shall be as reasonably  required in order to achieve the goal above,  but in any
event shall be  completed no later than the  effective  date of  termination  or
expiration. In the event of the termination of this Agreement for the default of
GDC, or the expiration of this Agreement  without renewal,  GDC shall pay MEG at
the rate of $100.00 per trainer hour for such  training plus  reasonable  travel
and living expenses.

22.6  Termination  Fee. In the event that this  Agreement is  terminated  by MEG
during the first  twelve (12) month  period  following  the Closing Date for the
default of GDC,  then, in addition to any other rights or remedies  available to
MEG for such default  hereunder,  GDC shall pay to MEG a termination  fee in the
amount of Two Hundred Fifty Thousand Dollars ($250,000.00).

22.7 Return of Documents.  Upon the  expiration or termination of this Agreement
for any reason,  and upon the request of GDC, MEG shall return to GDC,  prior to
the effective date of such termination or expiration,  all Technical Information
and Confidential Information in its possession without retaining any copies.

23.0     DISPUTE RESOLUTION BY THE PARTIES

23.1 Dispute  Resolution.  A designated  representative  of GDC and a designated
representative of MEG shall meet as often as requested by either party to review
the  performance  of MEG  hereunder.  In the event of any dispute that cannot be
resolved by such representatives,  then upon the written notice of either party,
each party  shall  appoint a  designated  officer  whose task will be to meet to
resolve  such  dispute  within  five (5)  days  after  receipt  of  notice.  The
designated officers shall meet as often as the parties reasonably deem necessary
during such period in order to gather and review all information with respect to
the disputed  matter.  Such  officers  will discuss the problem and negotiate in
good faith without the necessity of any formal proceeding. No formal proceedings
for the judicial  resolution of such dispute shall be commenced by a party,  nor
any action  taken to  terminate  this  Agreement  for cause,  until that party's
designated  officer has  concluded  in good faith that a  reasonable  resolution
through  continued  negotiation  of the  matter at issue  does not  appear to be
imminent or likely. The

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<PAGE>

procedures  above shall apply to the resolution of performance  issues and shall
not prevent a party from seeking injunctive relief at any time.

IN THE EVENT OF BANKRUPTCY OF GDC

24.1 In the event that GDC files a petition under Chapter 7 or Chapter 11 of the
US Bankruptcy Code where (a) this agreement is not assumed without modification;
(b) a liquidation plan is filed that involves the dissolution of that portion of
GDC's business related to the GDC Products; or (c) the bankruptcy trustee or GDC
rejects this Agreement, (each a "Bankruptcy Event") then MEG is hereby granted a
non-exclusive,  royalty-free  (except for any royalties payable to third parties
which shall be paid by MEG),  limited term and  restricted  right and license to
use the Technical Information in its possession with regard to the GDC Products,
any  licensed  tool,  jigs,  gages,  fixtures  and  equipment,  the  proprietary
specifications  and all other GDC  manufacturing  documents  related  to the GDC
Products  and  all  other  manufacturing  level  documents  related  to the  GDC
Products,  together with all other documents and intellectual property above the
manufacturing  level as may be  reasonably  necessary  to modify or correct  the
manufacturing  process,  including  without  limitation  software and the source
codes  therein  which GDC owns or is  otherwise  authorized  to license to third
parties,  for the sole and limited purpose of Manufacturing the GDC Products and
selling such Manufactured units subject to the following conditions:

         24.1.1 The license above shall only apply to the  utilization by MEG of
such GDC Product raw material inventory, WIP and finished product on hand at MEG
facilities as of the date of the Bankruptcy  Event.  The license shall terminate
upon the first to occur of (i)  consumption  of all the raw material and WIP and
disposal of all the resulting  finished  product,  or (ii)  expiration of ninety
(90) days after the Bankruptcy Event.

         24.1.2 GDC shall, to the extent it is able,  assist MEG in the disposal
of the GDC  Product  Manufactured  above;  however,  in the event MEG sells such
products to any entity other than GDC or independent of any coordinating efforts
GDC,  then MEG  shall  remove  and shall  not sell  such  products  with the GDC
trademarks,  logos and  markings,  and shall not  advertise  nor  identify  such
products in any publication or posting as a GDC Product.

         24.1.3 Solely with regard to this Section 24.1,  and solely with regard
to the  sale by MEG of GDC  Products  marked  with GDC  identification  marks or
logos,  MEG shall not sell any GDC Products (except to GDC) for less than ninety
percent  (90%)  of the GDC  average  invoice  price  for such  GDC  Products  as
calculated for the prior six (6) month period.

         24.1.4 GDC shall have no obligation or liability whatsoever for any GDC
Products sold by MEG to third  parties  hereunder,  and MEG shall  indemnify and
hold GDC harmless  from and against any and all third party claims  arising from
or related to the sale by MEG of such GDC Products.

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<PAGE>

24.2 Upon the  termination  of the license  under this Section 24, all Technical
Information  and  any  other  GDC  Confidential   Information  provided  to  MEG
(including  all copies)  will be returned to GDC at MEG's sole cost and expense.
The obligations contained in this paragraph shall be binding upon GDC regardless
of the  rejection  of this  agreement  in the  context  of a pending  bankruptcy
proceeding.

25.0     INFRINGEMENT/INDEMNIFICATION/INSURANCE

25.1 MEG shall,  upon written  demand,  defend,  indemnify and hold GDC harmless
against and reimburse  GDC on demand for any claims,  loss,  damage,  liability,
cost and expense  (each a "Claim")  including,  without  limitation,  reasonable
attorney's fees, to the extent incurred by GDC by reason of:

         (i)      Any breach by MEG of its representations as set forth in
                  Section 4.0 above;
         (ii)     The negligence of MEG, its employees,  agents,  or the
                  employees and agents of its Affiliates in connection with the
                  Manufacture of the GDC Products; or
         (iii)    The use or disclosure of Confidential Information in violation
                  of the terms of this Agreement by MEG, its  employees,  agents
                  or the employees,  agents of its Affiliates,  or others acting
                  on its behalf.

25.2 Except for the GDC  Products or portions of the GDC  Products  that are the
other party's design,  each party is responsible for their portion of the design
of the GDC Products. Upon demand, that party will promptly defend, indemnify and
hold the other party, its officers, directors, employees, agents, successors and
assigns,  harmless  from  and  against  every  kind  of  cost,  expense  or loss
(including  attorneys' fees and legal costs)  directly  relating to any claim or
threatened  claim: (a) that any GDC Product or portion of a GDC Product violates
the  intellectual  property  rights of a third party (foreign or domestic);  (b)
that the Product has a design defect; or, (c) and except to the extent caused by
the other party, arising from or related to the distribution, sale or use of any
GDC Product or portion of a GDC Product. The immediately preceding sentence will
apply whether the claim is based upon contract, tort or any other legal theory.

25.3 GDC is solely  responsible  for any claim that the  Manufacture  of any GDC
Products by MEG in accordance with the terms of this Agreement infringes a third
party's U.S. patent, copyright,  trade secret and/or other proprietary rights in
the United States. GDC will pay any costs,  damages, and attorneys' fees for any
such  infringement,  provided that (i) MEG notifies GDC in writing,  immediately
upon MEG's  receipt of any such claim;  (ii) GDC has sole control of the defense
of, and all related  settlement  negotiations for, any such claim; and (iii) MEG
cooperates fully, and furnishes all related evidence in its control relating to,
any such claim.

                                       24

<PAGE>

25.4 GDC shall have no  obligation  or liability to MEG for any claim under this
Section  25  if  such  claim  is  caused  by  any  alteration,   Manufacture  or
modification  of any GDC Product(s) by MEG not authorized by GDC. In such events
MEG shall defend, hold harmless, and indemnify GDC.

25.5 Each party's  obligation to defend and indemnify  hereunder is  conditioned
upon (i) receipt by the indemnifying party of timely written notice of the Claim
from the other party, (ii) the continuing full cooperation of the other party in
the defense of the Claim and the  disclosure  to the  indemnifying  party or its
attorneys of all evidence related to the Claim, and (iii) the indemnifying party
having the sole control of the defense and settlement of the Claim.

25.6  INSURANCE  At all times  during  the Term,  MEG  shall  maintain  in force
comprehensive  general  liability  insurance in the amounts of not less than Two
Million  Dollars   ($2,000,000)   per  occurrence  and  Twenty  Million  Dollars
($20,000,000)  in the  aggregate.  MEG shall  provide  to GDC a  Certificate  of
Insurance in a form  reasonably  acceptable  to GDC for each policy of insurance
required  by  this  Section  25.6.   Such   Certificate  of  Insurance  and  all
subsequently  issued  Certificates  of Insurance  shall  provide that the policy
shall not be canceled,  changed or non renewed without at least thirty (30) days
prior written notice. Each Certificate of Insurance shall be delivered to GDC no
later than  twenty  (20) days after the  Closing  Date or date of renewal of the
policy as  applicable.  In  addition,  MEG shall at all  times  during  the Term
maintain in force "all risk" property  insurance for 100% replacement value, and
business interruption  insurance in an amount equal to no less than 80% of MEG's
gross earnings,  and shall provide to GDC  Certificates of Insurance  evidencing
such coverage.

26.0     TRADEMARKS AND PUBLIC ANNOUNCEMENTS

26.1 Except as expressly  provided herein,  this Agreement shall not include any
license or right for  either  party to use any  trademark  or trade name used or
claimed by the other (the  "Trademarks").  All  permitted  uses of Trademarks by
each party in connection with the GDC Products or the packaging thereof shall be
in strict compliance with any conventions of the other concerning the same.

26.2 Neither GDC nor MEG shall,  without first  obtaining the written consent of
the other party hereto,  in any manner,  (i) advertise or publish or release for
publication any statement  (including verbal  information)  mentioning the other
party or the fact that this  Agreement has been entered  into,  (ii) release any
information  concerning  its  relationship  with the other party  (including all
terms and conditions of this Agreement), or (iii) indicate any information about
the other party that is not already available as public information,  except GDC
may do the foregoing in compliance with SEC regulations or as otherwise required
by law.

27.0     CONFIDENTIAL INFORMATION

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<PAGE>

27.1 As used in this Agreement, "Confidential Information" means any business or
technical  information  disclosed,  either orally or in writing, by one party to
the other under this Agreement provided, that if the information is disclosed in
writing,  it must be clearly labeled as "Confidential",  "Proprietary" or with a
similar  legend,  and if the  information  is disclosed  orally,  it must be (i)
identified  as  Confidential  Information  at  the  time  of  disclosure  by the
disclosing party and (ii) summarized in a writing  confirming it is Confidential
Information  and sent to the  receiving  party  within  fifteen  (15) days after
disclosure. Notwithstanding the above, all Technical Information shall be deemed
to be Confidential Information regardless of marking.

27.2  Confidential  Information does not include  information that the receiving
party can demonstrate (i) is now, or hereafter becomes,  through no fault of the
receiving party,  generally known or available to the public;  (ii) was known by
the receiving party before receiving such information from the disclosing party;
(iii) is  hereafter  rightfully  obtained  by the  receiving  party from a third
party,  without  breach of any obligation to the  disclosing  party;  or (iv) is
independently  developed by the  receiving  party without use of or reference to
the  Confidential  Information by persons who had no access to the  Confidential
Information.

27.3 Each party agrees to hold the other  party's  Confidential  Information  in
strict confidence and not to disclose such Confidential Information to any third
party except as specifically  authorized by this Agreement or by the other party
in writing. Each party may disclose the other's Confidential  Information to its
employees with a bona fide need to know such Confidential Information,  but only
to the extent necessary to carry out the purposes of this Agreement.

27.4 All Confidential  Information  disclosed  hereunder is and shall remain the
property of the disclosing  party.  No right or license is granted other than as
expressly set forth in this Agreement.

27.5 Upon the disclosing  party's  request or upon the termination or expiration
of this  Agreement,  the receiving party shall promptly return to the disclosing
party all  copies of the  Confidential  Information,  will  destroy  all  notes,
abstracts,  or other documents that contain Confidential  Information,  and will
provide to the  disclosing  party a written  certification  of an officer of the
receiving party that it has done so.

27.6 These Section 27.0 obligations  shall survive the expiration or termination
of this Agreement for a period of five (5) years.

28.0     USE OF SUBCONTRACTORS

28.1 MEG agrees that it will not use any third party  subcontractors  to provide
services  with  regard to the  manufacture  of GDC Product  without  GDC's prior
written consent, which consent will not be unreasonably withheld.

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<PAGE>

28.2 MEG  agrees to provide  GDC with no less than  thirty  (30)  days'  written
notice in the event of a change of location of the MEG  manufacturing  site. GDC
shall have the right of approval of such new site,  which  approval  will not be
unreasonably withheld.

29.0     GENERAL.

29.1 This Agreement and its Schedules make up the entire  agreement  between the
parties regarding the Manufacture of the GDC Products. This Agreement supersedes
all prior oral and written  agreements  and  understandings  between the parties
relating  to the  Manufacture  of the GDC  Products,  and may only be amended or
modified in writing signed by an authorized  representative  of each party. This
Agreement  supersedes  and  replaces  any terms and  conditions  of any Purchase
Order,  Acknowledgment,  Schedule, or other standard form of commercial document
of either party exchanged between the parties during the Term.

29.2 Unless  otherwise  agreed,  GDC shall be (i) the exporter of record for any
GDC Products and/or GDC Product  documentation  exported from the United States,
and  shall  comply  with  all  applicable  U.S.  export  control   statutes  and
regulations,  and (ii) the importer of record for all GDC Products exported from
the U.S. and later  imported  and returned to GDC or to MEG. MEG will  cooperate
with GDC in obtaining any export or import licenses for the Products.

29.3 EXCEPT AS EXPRESSLY  PROVIDED IN THIS  AGREEMENT,  IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER PARTY OR A THIRD PARTY FOR ANY SPECIAL, INCIDENTAL,
PUNITIVE OR  CONSEQUENTIAL  DAMAGES,  WHETHER BASED UPON CONTRACT,  TORT, OR ANY
OTHER  LEGAL   THEORY   (INCLUDING,   WITHOUT   LIMITATION,   LOST  PROFITS  AND
OPPORTUNITY).

29.4 This Agreement is intended solely for the benefit of the executing  parties
and their permitted successors and assigns. Except as otherwise agreed, no other
person  or  entity  shall  have any  rights  under or in  connection  with  this
Agreement. The parties hereto are independent  contractors,  one with the other,
and  nothing   herein  shall   constitute   either  party  the  agent  or  legal
representative  of the other for any purpose  whatsoever  except as specifically
set forth in this Agreement.

29.5  The  parties  agree  that  transmission  of data by EDI  (electronic  data
interchange)  will not occur  until a separate  agreement  between  the  parties
governing such  transmissions  is executed.  Upon execution,  such EDI agreement
will become by addendum an attachment to this Agreement.

29.6 Any notice  required or permitted to be given hereunder shall be in writing
and shall be  deemed  to have been  given  and  received  in all  respects  when
personally  delivered,  received by courier,  or sent by certified mail,  return
receipt requested,  postage prepaid, addressed and delivered in all cases to the
following:

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<PAGE>

If to GDC:                                  Ross A. Belson
                                            Chief Operating Officer
                                            General DataComm, Inc.
                                            Park Road Extension
                                            Middlebury, CT 06762

                                            With a copy to:

                                            Bruce L. Galaro, Esq.
                                            Corporate Counsel
                                            (at the same address above)

If to MEG:                                  Dana M. Pittman
                                            Chief Operating Officer
                                            Matco Electronics Group, Inc.
                                            320 North Jensen Road
                                            Vestal, NY 13850

                                            With a copy to:

                                            G. Peter Van Zandt, Esq.
                                            507 Press Building
                                            19 Chenango Street
                                            Binghamton, NY 13901

29.7 Neither  party may sell,  transfer or assign any right,  duty or obligation
granted  or imposed  upon it under  this  Agreement  without  the prior  written
consent of the other party;  however,  GDC may assign this Agreement in whole or
in part without such consent to (i) any entity that acquires  substantially  all
its capital stock or assets, (ii) any entity that acquires substantially all the
assets of any business unit of GDC whose  business is part of the subject matter
hereof, or (iii) to any Affiliate.

29.8  Neither  party  shall be liable for  damages  and costs to the other party
arising out of delays or failures to perform under this Agreement if such delays
or failures result from causes beyond the reasonable control of a party, and are
not caused by an act or  omission  of such  party.  Notice of any such delays or
failures and explanation of their causes must be given to the other party within
five (5) days of the  occurrence.  In the event  occurrence  will likely cause a
delay of more than ten (10) days with regard to MEG performance,  GDC shall have
the right to terminate the affected  installments  under any Purchase  Order. In
the event the occurrence will likely cause a delay of more than thirty (30) days
with regard to MEG  performance,  GDC shall have the right to have the  affected
GDC Products  manufactured  by a third party for the duration of the occurrence,
and MEG shall  reimburse  GDC for any amounts paid to such third party in excess
of the Purchase  Price herein for such GDC Product.  In the event the occurrence
will  likely  cause a delay of more than  sixty  (60)  days  with  regard to MEG
performance, GDC shall have the right to

                                       28

<PAGE>

terminate the affected Purchase Order without further liability or penalty. This
force  majeure  provision  may not be invoked for failure or inability to make a
payment under this Agreement.

29.9 Each party certifies that the  individuals  executing this Agreement on its
behalf have the legal authority to bind that party.

29.10  This  Agreement  shall be deemed to have been  entered  into and shall be
construed and enforced in accordance  with the laws of the State of New York. In
the event of any legal  action by either  party  arising from or related to this
Agreement, both parties consent to exclusive venue and jurisdiction of the state
courts of New York State or federal  courts  situated  in the State of New York.
Both  parties  agree to  comply  with all  local,  state,  and  federal  laws in
connection with their efforts pursuant to this agreement; and agree to indemnify
and hold harmless the other from and against all costs,  damages, and reasonable
legal fees arising from failure to so comply.

29.11  For a period  of three (3) years  from the date  hereof,  MEG shall  not,
directly or indirectly, either solicit for employment, offer employment, hire or
use the services of any employee of GDC so long as such  employee is employed in
any  GDC  organization  and  for a  period  of one  hundred  eighty  (180)  days
thereafter, without first receiving the written consent of GDC.

29.12     Any waiver of a breach of this Agreement shall not be a waiver of any
other or subsequent breach.

29.13 Any  indemnification  obligations  of a party  hereto  shall  survive  the
termination  or expiration of this  Agreement for a period of one (1) year.  Any
other  Section or the specific  provisions  of any other  Section which by their
nature are clearly  intended to survive the  expiration or  termination  of this
Agreement, shall survive any expiration or termination of this Agreement.

IN WITNESS  WHEREOF,  each party represents that it has caused this Agreement to
be executed on its behalf on the date first  above  written by a  representative
empowered to bind that party with respect to the  undertakings  and  obligations
contained herein.

GENERAL DATACOMM, INC                  MATCO ELECTRONICS GROUP, INC.


BY:  /S/WILLIAM G. HENRY               BY /S/ DANA PITTMAN
TITLE: Vice President                  TITLE: Chief Operating Officer

                                       29