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                                                                   Exhibit 10.21



                                October 15, 2002

Mr. William Cann
9595 Kumner Rd.
Allison Park, PA  15101

Dear Bill:

It is my pleasure to extend to you an offer to join CDT's senior management
team. We all think you will be a great addition to CDT and will strongly
contribute to CDT's future success. The terms of your employment would be as
follows:

Position:                  Vice President & Chief Financial Officer

Start Date:                No later than December 2, 2002 (assume CFO position
                           as of January 1, 2003).

Base Salary:               $250,000 per annum

Annual Bonus:              You would participate in CDT's management bonus plan
                           with a range of 0-90% of base salary, with a 45%
                           target level. Such bonus would be based upon CDT's
                           performance against target. The targets, bonus plan
                           guidelines and bonus payouts are subject to annual
                           CDT board or compensation committee review and
                           approval. Payments under the bonus plan are
                           calculated and made quarterly so that, on a
                           cumulative basis, 3/8th of the year-to-date bonus
                           earned is distributed (on an aggregate basis) as of
                           the end of each of the first three fiscal quarters of
                           such year. Following the public release by CDT of its
                           audited financial statements for the fiscal year, the
                           remaining portion of any bonus is paid. A minimum
                           bonus of $62,500 would be guaranteed for the period
                           from your start date until July 31, 2003 (payable pro
                           rata at fiscal quarter end over such period).

Stock Grant:               A restricted stock grant will be made in a
                           number of shares equal to $50,000 (based upon the
                           closing price of the stock on the first day of your
                           employment). Such shares will vest 100% at the end of
                           3 years, provided you are then employed by the
                           Company. Vesting will be accelerated in the event of
                           a change of control (as defined in the attached
                           change of control agreement). The stock would be
                           freely tradable upon vesting, subject to SEC and
                           other applicable laws.

Car:                       Company leased car at "level 1" (highest level;
                           applicable to other executive officers). Gas &
                           maintenance for such car is paid by the Company. Such
                           lease, gas & maintenance is subject to the company's
                           normal car policy (as such may be generally changed
                           from time to time).

Profit Sharing Plan:       Participation in the West Penn Wire
                           division profit sharing plan. You would be eligible
                           for a contribution with respect to the fiscal year
                           ended July 31, 2004 (which contribution is made in
                           the 3rd calendar quarter of the year). Contributions
                           vest over your first 5 years of employment (20% per
                           year). The contributions have historically been made
                           by the

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Mr. William Cann
October 15, 2002
Page 2

                           Company at 15% of salary, subject to legal
                           maximum (currently approximately maximum contribution
                           of $25,000). Such contributions are subject to
                           approval by the Board of Directors. We are reviewing
                           a change to a 401(k) structure.

Benefits                   Blue Cross Blue Shield Preferred Provider
                           Organization (PPO) health plan (currently no employee
                           contribution, but up to $208 per month contribution
                           contemplated); Dental & vision benefits; life
                           insurance of 2.5 times salary, up to $300,000. You
                           will be eligible for other benefits generally
                           available to employees.

Expenses:                  You will be reimbursed for all reasonable expenses
                           incurred by you in the course of performing your
                           duties for CDT, such reimbursement subject to CDT's
                           policies in effect from time to time with respect to
                           travel, entertainment and other business expenses.

Vacation:                  4 weeks.

Change of Control:         You would be granted a change of control agreement
                           that would provide 2 year severance (bonus and
                           salary, and continuation of health benefits) in
                           the event your employment were terminated following a
                           change of control for other than "good cause" or you
                           terminated your employment for "good reason." The
                           form of change of control agreement is attached. It
                           is similar to the agreement granted to other senior
                           executives.

Termination:               In the event your employment was terminated by CDT
                           for other than cause you would be entitled to: (i)
                           any accrued salary, bonus and vacation time and (ii)
                           your base salary for 12 months.

Cause:                     Cause means:  (i) your commission of any felony
                           involving dishonesty, fraud or breach of trust with
                           respect to CDT or its subsidiaries, or commission of
                           any crime involving moral turpitude causing material
                           harm to the standing and reputation of CDT or its
                           subsidiaries; (ii) material misstatements or errors
                           in CDT's books and records, or your willful
                           engagement in gross misconduct in the performance of
                           your duties that is materially injurious to CDT or
                           its subsidiaries; (iii) continued conduct you that is
                           adverse to the interests of CDT or any of its
                           subsidiaries which conduct does not cease following 5
                           days written notice from the Board, including,
                           without limitation, the continued refusal to carry
                           out any reasonable order or instruction of the Board
                           or chief executive officer or the continued violation
                           of any provisions of the Bylaws, Articles of
                           Incorporation or corporate code of conduct or
                           guidelines (as modified or adopted from time to time)
                           of the CDT or any of its subsidiaries; (iv) continued
                           use by you of alcohol or drugs to an extent that, in
                           the good faith determination of the Board, materially
                           interferes with the performance by you of your
                           employment responsibilities as CFO; or (v)  continued
                           unauthorized absence from work (other than any such
                           continued unauthorized absence resulting from your
                           disability).

Confidentiality            You will be required to sign a normal confidentiality
                           and non-compete agreement (form attached).

Representations:           This offer is based on the accuracy of your resume
                           provided to us by Russell Reynolds. You represent
                           that such resume is accurate and complete in all
                           material respects. You

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Mr. William Cann
October 15, 2002
Page 3

                           further represent that you have not been investigated
                           for any financial wrongdoing in connection with any
                           prior position you've held, or convicted of any
                           felony.

The Board and I are looking forward to you joining us. If you accept the
foregoing terms, please sign and return a copy of this letter (without
attachments) to me.

Sincerely,


/s/ Fred C. Kuznik

Fred C. Kuznik

ATTACHMENTS

cc:  Bryan C. Cressey (w/o attachments)



                  Acknowledged & Agreed:



                   /s/ William Cann
                  ---------------------------
                  William Cann
                  Dated: October 16, 2002