Unassociated Document


    EXHIBIT
      10.3

    


    $100,000
      NEGOTIABLE PROMISSORY NOTE

    


    March
      12,
      2007

     

    For
      value
      received, General DataComm Industries, Inc, having an office at 6 Rubber Avenue,
      Naugatuck CT 06770 (“Payor”), promises to pay on demand to the order of Howard
      S. Modlin, having an office at 445 Park Avenue, 15th
      floor,
      New York, New York 10022 (“Payee”), with interest at the rate of 10% per annum
      on the unpaid balance thereof from March 12, 2007, the principal sum of $100,000
      in lawful money of the United States of America. This Note is payable on demand
      and may be prepaid at any time without penalty or premium. Interest which
      accrues during each calendar month shall be paid on the first day of the
      following calendar month during the term of this Note or date of payment or
      prepayment if earlier. This Note evidences a loan made to Payor by Payee on
      March 9, 2007 in the sum of $100,000 for the purpose of Payor replacing
      indebtedness of a similar amount paid to Ableco Finance LLC, as Agent, and
      the
      Lenders, under Loan and Security Agreement dated as of August 20,
      2002.

    


    1.
      Payment of this Note is unconditional and shall be made without defense,
      counterclaim or offset, any defense to be asserted in a separate suit. If
      payment is not made on the installment date or at maturity or upon the
      occurrence of a Default, then interest shall accrue from such date until paid
      in
      full at the rate of 12% per annum or the maximum permitted by law, whichever
      is
      less. This Note is secured by a security agreement dated December 30, 2003,
      as
      amended.

    


    2.
      The
      term “Default” as used herein shall mean the failure of Payor to pay the
      principal or interest on this Note when due or the failure of Payor to perform
      any other obligation under this Note (including the obligations under the
      security agreement securing this Note) or if an Event of Default exists under
      the Payor’s Loan and Security Agreement with Ableco Finance LLC and such
      indebtedness is accelerated.

    


    3.
      Payor
      agrees to pay all costs and expenses of collection, including reasonable
      attorney’s fees, in the event of acceleration of this Note by Payee or holder
      following Default.

    


    4.
      Presentation for payment, notice of dishonor, protest and notice of protest
      are
      hereby waived.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    5.
      This
      Note shall be governed by the laws of the State of Connecticut. The Payor of
      this Note hereby submits to the exclusive jurisdiction of the courts of general
      jurisdiction of the State of Connecticut, and hereby waives, and agrees not
      to
      assert, as a defense in any action, suit or proceeding for the interpretation
      or
      enforcement of this Note, that it is not subject thereto or that such action,
      suit or proceeding may not be brought or it is not maintainable in such courts,
      or that this Note may not be enforced in or by such courts, or that the suit,
      action or proceeding is brought in an inconvenient forum, or that the venue
      of
      the suit, action or proceeding is improper. Service of process with respect
      thereto may be made upon Payor by mailing a copy thereof by registered or
      certified mail, postage prepaid, to such party at its address as provided
      above.

    


    


    
      	 	
              GENERAL
                DATACOMM INDUSTRIES, INC.

            
	 	 
	 	
              By:_______________________________________

            
	 	
                   
                William G. Henry 

            
	 	
                   
                Title: Vice President, Finance 

            
	 	
                   
                and Administration

            


    

    


    
      
         

      

        
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