THIS WARRANT AND ANY SECURITIES  ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF
EXCEPT  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH ACT AND
APPLICABLE STATE  SECURITIES LAWS OR PURSUANT TO AN APPLICABLE  EXEMPTION TO THE
REGISTRATION  REQUIREMENTS  OF SUCH ACT AND SUCH  LAWS.  THIS  WARRANT  AND SUCH
SECURITIES  MAY NOT BE SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF EXCEPT IN
COMPLIANCE WITH THE CONDITIONS  SPECIFIED IN THIS WARRANT,  COPIES OF WHICH WILL
BE MADE AVAILABLE UPON REQUEST.

                        GENERAL DATACOMM INDUSTRIES, INC.

                          COMMON STOCK PURCHASE WARRANT



No. W-2                                                      September 15, 2003

                  GENERAL DATACOMM INDUSTRIES, INC., a Delaware corporation (the
"Corporation"),  for value received, hereby certifies that ABLECO HOLDING LLC, a
Delaware limited liability company, or its registered assigns (the "Holder"), is
entitled to purchase from the Corporation the number of duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock, par value $0.01 per
share, of the Corporation (the "Common Stock"),  equal to the Warrant  Quantity,
at a purchase price of $0.01 per share (the "Warrant"), at any time or from time
to time upon the  occurrence  and during the  continuance of an Event of Default
(the "Initial  Exercise  Date"),  but prior to 5:00 P.M., New York City time, on
September 15, 2013 (the "Expiration Date"), subject to the terms, conditions and
adjustments  set  forth  below  in this  Warrant;  provided,  that if all of the
Obligations  under the Loan Agreement are paid in full on or before December 31,
2007,  (i) the  Expiration  Date shall be the date of such  payment and (ii) any
Common  Stock  issued  upon  exercise of this  Warrant  shall be  cancelled  and
redeemed at the Corporation's  option, at the price per share paid by the Holder
or its assignee for such Common Stock.

1.       Definitions.  As used herein, unless the context otherwise requires,
the following terms shall have the meanings indicated:

                  "Business  Day" shall mean any day other than a Saturday  or a
Sunday or any day on which  national  banks are authorized or required by law to
close.  Any reference to "days" (unless  Business Days are specified) shall mean
calendar days.
<PAGE>

                  "Common  Stock"  shall have the meaning  assigned to it in the
introduction  to this  Warrant,  such term to include  any stock into which such
Common  Stock  shall  have  been  changed  or  any  stock   resulting  from  any
reclassification  of such  Common  Stock,  and all  other  stock of any class or
classes  (however  designated) of the  Corporation the holders of which have the
right,  without  limitation  as to  amount,  either  to all or to a share of the
balance of current  dividends  and  liquidating  dividends  after the payment of
dividends and distributions on any shares entitled to preference.

                  "Corporation"  shall have the  meaning  assigned  to it in the
introduction  to this  Warrant,  such term to include any  corporation  or other
entity  which  shall  succeed to or assume the  obligations  of the  Corporation
hereunder in compliance with Section 4.

                  "Current  Market  Price"  shall  mean,  on any date  specified
herein, the average of the daily Market Price during the 10 consecutive  trading
days  commencing  15 trading days before such date,  except that, if on any such
date the shares of Common  Stock are not listed or  admitted  for trading on any
national  securities  exchange  or quoted in the  over-the-counter  market,  the
Current Market Price shall be the Market Price on such date.

                  "Event of Default"  shall mean an Event of Default (as defined
in the Loan Agreement).

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time, and the rules and regulations  thereunder,  or any
successor statute.

                  "Expiration Date" shall have the meaning assigned to it in the
introduction to this Warrant.

                  "Fair Value" shall mean, on any date  specified  herein (i) in
the case of cash, the dollar amount thereof, (ii) in the case of a security, the
Current Market Price,  and (iii) in all other cases,  the fair value thereof (as
of a date which is within 20 days of the date as of which the  determination  is
to be made)  determined  jointly by the  Corporation  and the Holder;  provided,
however,  that if such parties are unable to reach agreement within a reasonable
period  of time,  the  Fair  Value  shall be  determined  in good  faith,  by an
independent  investment banking firm selected jointly by the Corporation and the
Holder or, if that  selection  cannot be made within ten days, by an independent
investment  banking firm  selected by the American  Arbitration  Association  in
accordance with its rules, and provided further,  that the Corporation shall pay
all of the fees and expenses of any third parties  incurred in  connection  with
determining the Fair Value.

                  "Fully-Diluted Basis" shall mean, without duplication, the sum
of (a) all  shares  of  Common  Stock  issued  and  outstanding  at the  date of
determination,  (b) all  shares  of  Common  Stock  issuable,  as of the date of
determination,  upon the exercise of this Warrant and any other option,  warrant
or  similar  right  outstanding  at the time of  determination,  whether  or not
presently  exercisable,  and (c) all shares of Common Stock issuable,  as of the
date of  determination,  upon the exercise of any  conversion or exchange  right
contained in any security  convertible into or exchangeable for shares of Common
Stock.

                  "Holder"  shall  have  the  meaning  assigned  to  it  in  the
introduction to this Warrant.

                                       2
<PAGE>

                  "Initial  Exercise Date" shall have the meaning assigned to it
in the introduction to this Warrant.

                  "Loan  Agreement"  shall mean that  certain  Loan and Security
Agreement,  dated as of the date hereof,  by and among the Corporation,  General
DataComm,  Inc., DataComm Leasing  Corporation,  GDC Federal Systems,  Inc., GDC
Naugatuck,  Inc., GDC Holding  Company,  L.L.C.,  the lenders party thereto from
time to time and Ableco Finance LLC, as agent for such lenders.

                  "Market Price" shall mean, on any date specified  herein,  the
amount per share of the Common Stock,  equal to (i) the last reported sale price
of such Common  Stock,  regular way, on such date or, in case no such sale takes
place on such date,  the  average of the closing  bid and asked  prices  thereof
regular way on such date, in either case as officially reported on the principal
national  securities  exchange  on which  such  Common  Stock is then  listed or
admitted for  trading,  (ii) if such Common Stock is not then listed or admitted
for trading on any national  securities exchange but is designated as a national
market  system  security by the NASD,  the last  reported  trading  price of the
Common  Stock on such  date,  (iii) if there  shall have been no trading on such
date or if the Common Stock is not so designated, the average of the closing bid
and asked prices of the Common Stock on such date as shown by the NASD automated
quotation  system,  or (iv) if such Common  Stock is not then listed or admitted
for trading on any national exchange or quoted in the  over-the-counter  market,
the fair value  thereof  (as of a date which is within 20 days of the date as of
which the determination is to be made) determined jointly by the Corporation and
the Holder;  provided,  however,  if such parties are unable to reach  agreement
within a reasonable  period of time,  the fair value shall be determined in good
faith  by an  independent  investment  banking  firm  selected  jointly  by  the
Corporation and the Holder or, if that selection cannot be made within ten days,
by an independent  investment banking firm selected by the American  Arbitration
Association  in  accordance  with its  rules,  and  provided  further,  that the
Corporation shall pay all of the fees and expenses of any third parties incurred
in connection with determining the Market Price.

                  "NASD"  shall  mean the  National  Association  of  Securities
Dealers, Inc.

                  "Obligations"  shall mean the  Obligations  (as defined in the
Loan Agreement).

                  "Other  Securities"  shall mean any stock  (other  than Common
Stock) and other securities of the Corporation or any other Person (corporate or
otherwise)  which the  holders of this  Warrant at any time shall be entitled to
receive,  or shall have received,  upon the exercise of this Warrant, in lieu of
or in addition to Common Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 4 or otherwise.

                  "Partial Exercise" shall mean any exercise of this Warrant for
less than the Warrant Quantity on the date of such exercise.

                  "Person"  shall  mean  any  individual,   firm,   partnership,
corporation,  trust, joint venture,  association,  joint stock company,  limited

                                       3
<PAGE>

liability   company,   unincorporated   organization  or  any  other  entity  or
organization, including a government or agency or political subdivision thereof,
and shall include any successor (by merger or otherwise) of such entity.

                  "Purchase Price" shall mean $0.01 per share.

                  "Registration  Rights  Agreement"  shall mean the Registration
Rights  Agreement  dated as of the date hereof between the  Corporation  and the
Holder.

                  "Restricted  Securities"  shall mean (i) any warrants  bearing
the applicable legend set forth in Section 10.1, (ii) any shares of Common Stock
(or Other Securities) issued or issuable upon the exercise of this Warrant which
are (or, upon  issuance,  will be) evidenced by a  certificate  or  certificates
bearing the applicable legend set forth in such Section, and (iii) any shares of
Common Stock (or Other  Securities)  issued  subsequent  to the exercise of this
Warrant as a dividend or other distribution with respect to, or resulting from a
subdivision of the outstanding shares of Common Stock (or Other Securities) into
a greater number of shares by reclassification, stock splits or otherwise, or in
exchange for or in replacement of the Common Stock (or Other Securities)  issued
upon such exercise, which are evidenced by a certificate or certificates bearing
the applicable legend set forth in such Section.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended  from time to time,  and the rules and  regulations  thereunder,  or any
successor statute.

                  "Warrant"  shall  have  the  meaning  assigned  to it  in  the
introduction to this Warrant.

                  "Warrant  Quantity"  shall  mean,  at the time that the Holder
exercises the Warrant in whole or in part, or such other  measurement  date, the
percentage of the total number of shares of Common Stock then outstanding,  on a
Fully-Diluted   Basis,   subject  to  adjustment  pursuant  to  Section  2.1(c),

2.       EXERCISE OF WARRANT.
         -------------------

2.1 Manner of Exercise;  Payment of the Purchase  Price;  Adjustment for Partial
Exercise. (a) This Warrant may be exercised by the Holder hereof, in whole or in
part,  at any time or from time to time after the Initial  Exercise Date through
the Expiration  Date, by surrendering to the Corporation at its principal office
this Warrant,  with the form of Election to Purchase  Shares  attached hereto as
Exhibit A (or a reasonable  facsimile  thereof)  duly executed by the Holder and
accompanied  by payment of the Purchase Price for the number of shares of Common
Stock specified in such form.

(b) Payment of the Purchase Price may be made as follows (or by any  combination
of the  following):  (i) in United  States  currency  by cash or  delivery  of a
certified check or bank draft payable to the order of the Corporation or by wire
transfer  to the  Corporation,  (ii) by  cancellation  of all or any part of the
unpaid principal amount of the  then-outstanding  Obligations in an amount equal
to the Purchase  Price,  (iii) by  cancellation  of such number of the shares of
Common  Stock  otherwise  issuable to the Holder upon such  exercise as shall be
specified  in such  Election  to  Purchase  Shares,  such that the excess of the

                                       4
<PAGE>

aggregate Current Market Price of such specified number of shares on the date of
exercise  over the portion of the  Purchase  Price  attributable  to such shares
shall equal the Purchase Price  attributable to the shares of Common Stock to be
issued upon such  exercise,  in which case such  amount  shall be deemed to have
been  paid to the  Corporation  and the  number  of  shares  issuable  upon such
exercise shall be reduced by such specified  number, or (iv) by surrender to the
Corporation for cancellation certificates representing shares of Common Stock of
the Corporation  owned by the Holder  (properly  endorsed for transfer in blank)
having a  Current  Market  Price on the date of  Warrant  exercise  equal to the
Purchase Price.

(c) In the event of any Partial  Exercise of this Warrant,  the Warrant Quantity
shall be reduced,  effective as of the effective date of such Partial  Exercise,
by such number of shares of Common Stock equal to the difference between (i) the
Warrant  Quantity on the date of such  Partial  Exercise  and (ii) the number of
shares of Common Stock,  on a  Fully-Diluted  Basis,  purchased by the Holder in
connection with such Partial Exercise.

2.2 When  Exercise  Effective.  Each exercise of this Warrant shall be deemed to
have been  effected  immediately  prior to the close of business on the Business
Day on which this Warrant shall have been surrendered to, and the Purchase Price
shall have been received by, the  Corporation as provided in Section 2.1, and at
such time the  Person or  Persons  in whose  name or names  any  certificate  or
certificates for shares of Common Stock (or Other  Securities) shall be issuable
upon such exercise as provided in Section 2.3 shall be deemed to have become the
holder or holders of record thereof for all purposes.

2.3 Delivery of Stock Certificates,  etc.; Charges,  Taxes and Expenses.  (a) As
soon as  practicable  after each exercise of this Warrant,  in whole or in part,
and in any event within five (5) Business Days thereafter, the Corporation shall
cause to be issued in the name of and delivered to the Holder hereof or, subject
to Section 10, as the Holder may direct,

(i) a certificate or  certificates  for the number of shares of Common Stock (or
Other Securities) to which the Holder shall be entitled upon such exercise plus,
in lieu of issuance of any fractional  share to which the Holder would otherwise
be entitled,  if any, a check for the amount of cash equal to the same  fraction
multiplied  by the  Current  Market  Price  per  share  on the  date of  Warrant
exercise, and

(ii) in case such exercise is a Partial  Exercise,  a new Warrant or Warrants of
like tenor,  for the balance of the Warrant  Quantity,  as adjusted  pursuant to
Section 2.1(c).

(b)  Issuance of  certificates  for shares of Common  Stock upon the exercise of
this Warrant shall be made without  charge to the Holder hereof for any issue or
other incidental expense,  in respect of the issuance of such certificates,  all
of which such taxes and expenses shall be paid by the Corporation.

2.4 Corporation to Reaffirm  Obligations.  The Corporation shall, at the time of
each  exercise  of  this  Warrant,  upon  the  request  of  the  Holder  hereof,
acknowledge  in writing its  continuing  obligation to afford to such Holder all
rights to which such Holder shall continue to be entitled after such exercise in
accordance  with the terms of this Warrant,  provided that if the Holder of this

                                       5
<PAGE>

Warrant shall fail to make any such  request,  such failure shall not affect the
continuing obligation of the Corporation to afford such rights to the Holder.

2.5 Tax Basis. The Corporation and the Holder hereby agree that the tax basis of
this  Warrant for purposes of the  Internal  Revenue  Code of 1986,  as amended,
shall be $1,000,  and the  treatment of this Warrant  under such Code by each of
the Corporation and the Holder shall be consistent with such agreement.

3.       DIVIDENDS AND DISTRIBUTIONS.
         ---------------------------

3.1      General;  Warrant  Quantity.  This  Warrant  evidences  the right to
purchase  a number  of shares of Common  Stock  equal to the  Warrant  Quantity,
subject to adjustment as provided in Section 2.1(c).

3.2 Extraordinary  Dividends and  Distributions.  In case the Corporation at any
time or from time to time after the date hereof  shall  declare,  order,  pay or
make a dividend or other distribution  (including,  without limitation,  (i) any
distribution of other or additional  stock, (ii) other securities or property or
(iii) rights, options or warrants to subscribe for purchase or otherwise acquire
either shares of Common Stock or securities convertible into or exchangeable for
shares  of Common  Stock,  by way of  dividend  or  spin-off,  reclassification,
recapitalization  or similar corporate  rearrangement) on the Common Stock other
than (a) a dividend payable in shares of Common Stock,  then, in each such case,
the  Corporation  shall  pay to the  Holder  of this  Warrant,  at the time such
dividend or  distribution  is paid to the holders of the Common Stock, an amount
equal to the product of (i) the Warrant Quantity and (ii) the Fair Value of such
dividend  or  distribution,  at the  time  of  such  dividend  or  distribution,
applicable to one share of Common Stock.

4.       CONSOLIDATION, MERGER, ETC.
         --------------------------

4.1 Adjustments for Consolidation,  Merger, Sale of Assets, Reorganization, etc.
In case the  Corporation  after the date  hereof (a) shall  consolidate  with or
merge  into any  other  Person  and  shall not be the  continuing  or  surviving
corporation of such  consolidation or merger,  (b) shall permit any other Person
to consolidate  with or merge into the Corporation and the Corporation  shall be
the continuing or surviving Person but, in connection with such consolidation or
merger,  the Common Stock or Other Securities shall be changed into or exchanged
for stock or other securities of any other Person or cash or any other property,
(c) shall transfer all or  substantially  all of its properties or assets to any
other Person, or (d) shall effect a capital  reorganization or  reclassification
of the  Common  Stock or Other  Securities,  then,  and in the case of each such
transaction,  proper  provision  shall be made so that,  upon the  basis and the
terms and in the manner  provided in this  Warrant,  the Holder of this Warrant,
upon the exercise hereof at any time after the consummation of such transaction,
shall be entitled to receive (at the aggregate  Purchase  Price in effect at the
time of such consummation for all Common Stock or Other Securities issuable upon
such exercise  immediately  prior to such  consummation),  in lieu of the Common
Stock  or  Other   Securities   issuable  upon  such  exercise   prior  to  such
consummation,  the highest amount of securities, cash or other property to which
such  Holder  would  actually  have been  entitled  as a  stockholder  upon such
consummation  if such  Holder  had  exercised  this  Warrant  immediately  prior

                                       7
<PAGE>

thereto,  subject to  adjustments  (subsequent to such  consummation)  as nearly
equivalent as possible to the adjustments provided for in this Warrant.

4.2  Assumption  of  Obligations.  Notwithstanding  anything  contained  in this
Warrant or in the Loan  Agreement to the  contrary,  the  Corporation  shall not
effect any of the  transactions  described in clauses (a) through (d) of Section
4.1 unless,  prior to the  consummation  thereof,  each  Person  (other than the
Corporation)  which may be required to deliver  any stock,  securities,  cash or
property upon the exercise of this Warrant as provided  herein shall assume,  by
written instrument  delivered to, and reasonably  satisfactory to, the Holder of
this Warrant,  (a) the obligations of the Corporation under this Warrant (and if
the  Corporation  shall  survive  the  consummation  of such  transaction,  such
assumption shall be in addition to, and shall not release the Corporation  from,
any continuing  obligations  of the  Corporation  under this  Warrant),  (b) the
obligations of the Corporation  under the Registration  Rights Agreement and (c)
the obligation to deliver to the Holder such shares of stock,  securities,  cash
or property as, in accordance  with the foregoing  provisions of this Section 4,
the Holder may be  entitled  to receive  and such  Person  shall have  similarly
delivered  to the Holder an opinion of counsel for such  Person,  which  counsel
shall be reasonably  satisfactory to the Holder, stating that this Warrant shall
thereafter  continue in full force and effect and the terms  hereof  (including,
without limitation, all of the provisions of this Section 4) shall be applicable
to the stock, securities,  cash or property which such Person may be required to
deliver upon any exercise of this Warrant or the exercise of any rights pursuant
hereto.  Nothing in this Section 4 shall be deemed to authorize the  Corporation
to enter into any transaction not otherwise permitted by the Loan Agreement.

5.  OTHER  DILUTIVE  EVENTS.  In case any event  shall  occur as to  which,  the
provisions  of Section 3 or Section 4 hereof are not strictly  applicable  or if
strictly  applicable  would not fairly protect the purchase rights of the Holder
in accordance with the essential  intent and principles of such Sections,  then,
in each such  case,  the Board of  Directors  of the  Corporation  shall make an
adjustment  in the  application  of such  provisions,  in  accordance  with such
essential  intent and  principles,  so as to  preserve,  without  dilution,  the
purchase rights represented by this Warrant.

6. NO DILUTION OR  IMPAIRMENT.  The  Corporation  shall not, by amendment of its
certificate   of   incorporation   or   through   any   consolidation,   merger,
reorganization,  transfer of assets, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant,  but will at all times in good faith assist
in the carrying out of all such terms, and in the taking of all such action,  as
may be necessary or  appropriate in order to protect the rights of the Holder of
this  Warrant  against  dilution  or  other  impairment.  Without  limiting  the
generality of the foregoing,  the Corporation (a) shall not permit the par value
of any shares of stock  receivable  upon the  exercise of this Warrant to exceed
the amount payable  therefor upon such exercise,  (b) shall take all such action
as may be necessary or appropriate in order that the Corporation may validly and
legally issue fully paid and nonassessable shares of stock, free from all taxes,
liens,  security interests,  encumbrances,  preemptive rights and charges on the
exercise of this Warrant from time to time  outstanding,  (c) shall not take any
action  which  results in any  adjustment  of the Warrant  Quantity if the total
number of shares of Common Stock (or Other Securities) issuable after the action
upon the exercise of all of this Warrant would exceed the total number of shares

                                       7
<PAGE>

of Common  Stock (or Other  Securities)  then  authorized  by the  Corporation's
certificate  of  incorporation  and available for the purpose of issue upon such
exercise,  and (d)  shall  not issue  any  capital  stock of any class  which is
preferred as to dividends or as to the  distribution of assets upon voluntary or
involuntary  dissolution,  liquidation  or winding up,  unless the rights of the
holders  thereof shall be limited to a fixed sum or percentage of par value or a
sum determined by reference to a formula based on a published  index of interest
rates,  an interest  rate  publicly  announced by a financial  institution  or a
similar indicator of interest rates in respect of participation in dividends and
to a fixed sum or percentage of par value in any such distribution of assets.

7.  ACCOUNTANTS'  REPORT.  At the reasonable  request of the Holder from time to
time, the Corporation, at its sole expense, shall promptly compute the number of
shares of Common  Stock  issuable in  accordance  with the terms of this Warrant
and, at the reasonable request of the Holder, cause independent certified public
accountants of recognized  national  standing (which may be the regular auditors
of the  Corporation)  selected by the  Corporation  to verify  such  computation
(other than any  computation of the Fair Value of property) and prepare a report
setting forth the number of shares of Common Stock  issuable in accordance  with
this Warrant and showing in reasonable detail the method of calculation  thereof
and the facts  upon which  such  calculation  is based.  The  Corporation  shall
forthwith mail a copy of each such report to each holder of a Warrant and shall,
upon the written request at any time of any holder of a Warrant, furnish to such
holder a like report. The Corporation shall also keep copies of all such reports
at its principal  office and shall cause the same to be available for inspection
at such office  during normal  business  hours by any holder of a Warrant or any
prospective purchaser of a Warrant designated by the holder thereof.

8.       NOTICES OF CORPORATE ACTION.  In the event of:
         ---------------------------

(a) any  taking by the  Corporation  of a record of the  holders of any class of
securities for the purpose of determining  the holders  thereof who are entitled
to receive any dividend or other  distribution,  or any right to subscribe  for,
purchase  or  otherwise  acquire  any  shares of stock of any class or any other
securities or property, or to receive any other right, or

(b) any capital  reorganization  of the  Corporation,  any  reclassification  or
recapitalization  of the capital stock of the Corporation,  any consolidation or
merger involving the Corporation and any other Person, any transaction or series
of  transactions  by the  Corporation  in  which  more  than  50% of the  voting
securities  of  the  Corporation  are  transferred  to  another  Person,  or any
transfer,  sale or other  disposition of all or substantially  all the assets of
the Corporation to any other Person, or

(c)      any voluntary or involuntary dissolution, liquidation or winding-up of
the Corporation,

the Corporation  shall mail to each holder of a Warrant a notice  specifying (i)
the date or  expected  date on  which  any such  record  is to be taken  for the
purpose of such dividend, distribution or right, and the amount and character of
such  dividend,  distribution  or right,  and (ii) the date or expected  date on
which    any   such    reorganization,    reclassification,    recapitalization,
consolidation, merger, transfer, sale, disposition,  dissolution, liquidation or
winding-up is to take place and the time, if any such time is to be fixed, as of
which the  holders  of record of  Common  Stock (or Other  Securities)  shall be
entitled to exchange their shares of Common Stock (or Other  Securities) for the
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,    recapitalization,    consolidation,    merger,    transfer,

                                       8
<PAGE>

dissolution,  liquidation or winding-up. Such notice shall be mailed at least 30
days prior to the date therein specified.

9.  Registration  of Common Stock.  If any shares of Common Stock required to be
reserved for purposes of exercise of this Warrant require  registration  with or
approval  of any  governmental  authority  under any federal or state law (other
than the  Securities  Act) before such shares may be issued upon  exercise,  the
Corporation shall, at its expense and as expeditiously as possible, use its best
efforts to cause such shares to be duly registered or approved,  as the case may
be.  At any such  time as Common  Stock is  listed  on any  national  securities
exchange,  the Corporation  shall, at its expense,  obtain promptly and maintain
the  approval  for  listing  on each  such  exchange,  upon  official  notice of
issuance,  the  shares  of  Common  Stock  issuable  upon  exercise  of the then
outstanding  warrants  and  maintain  the  listing of such  shares  after  their
issuance;  and the  Corporation  shall  also  list on such  national  securities
exchange,  shall register under the Exchange Act and shall maintain such listing
of, any Other  Securities  that at any time are  issuable  upon  exercise of the
warrants,  if and at the time that any  securities  of the same  class  shall be
listed on such national securities exchange by the Corporation.

10.      RESTRICTIONS ON TRANSFER.
         ------------------------

10.1 Restrictive Legends. Except as otherwise permitted by this Section 10, each
Warrant  (including  each Warrant issued upon the transfer of any Warrant) shall
be stamped or otherwise  imprinted with a legend in substantially  the following
form:

         "THIS  WARRANT AND ANY  SECURITIES  ACQUIRED  UPON THE EXERCISE OF THIS
         WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED,  OR THE  SECURITIES  LAWS OF ANY  STATE,  AND MAY NOT BE SOLD,
         TRANSFERRED  OR OTHERWISE  DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE
         REGISTRATION  STATEMENT UNDER SUCH ACT AND APPLICABLE  STATE SECURITIES
         LAWS  OR  PURSUANT  TO AN  APPLICABLE  EXEMPTION  TO  THE  REGISTRATION
         REQUIREMENTS  OF  SUCH  ACT  AND  SUCH  LAWS.  THIS  WARRANT  AND  SUCH
         SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
         IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT,  COPIES OF
         WHICH WILL BE MADE AVAILABLE UPON REQUEST."

Except as otherwise  permitted by this Section 10, each  certificate  for Common
Stock (or Other  Securities)  issued upon the exercise of any Warrant,  and each
certificate  issued  upon  the  transfer  of any such  Common  Stock  (or  Other
Securities),   shall  be  stamped  or  otherwise  imprinted  with  a  legend  in
substantially the following form:

         "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
         REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  OR THE
         SECURITIES  LAWS OF ANY  STATE,  AND MAY NOT BE  SOLD,  TRANSFERRED  OR

                                       9
<PAGE>

         OTHERWISE  DISPOSED  OF EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION
         STATEMENT  UNDER  SUCH  ACT AND  APPLICABLE  STATE  SECURITIES  LAWS OR
         PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF
         SUCH ACT AND SUCH LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
         OTHERWISE   DISPOSED  OF  EXCEPT  IN  COMPLIANCE  WITH  THE  CONDITIONS
         SPECIFIED  IN THE  COMMON  STOCK  PURCHASE  WARRANT  ISSUED BY  GENERAL
         DATACOMM  INDUSTRIES,  INC.,  A COMPLETE  AND CORRECT  COPY OF WHICH IS
         AVAILABLE FOR  INSPECTION AT THE PRINCIPAL  OFFICE OF THE ISSUER HEREOF
         AND WILL BE  FURNISHED  TO THE HOLDER OF SUCH  SECURITIES  UPON WRITTEN
         REQUEST AND WITHOUT CHARGE."

10.2 Transfer to Comply With the Securities Act.  Restricted  Securities may not
be  sold,  assigned,  pledged,   hypothecated,   encumbered  or  in  any  manner
transferred  or  disposed  of, in whole or in part,  except  pursuant  to (i) an
effective  registration  statement  under the Securities  Act and/or  applicable
state securities or Blue Sky laws or (ii) an exemption from  registration  under
the Securities Act which is available.

10.3 Termination of Restrictions. The restrictions imposed by this Section 10 on
the transferability of Restricted Securities shall cease and terminate as to any
particular Restricted Securities (a) when a registration  statement with respect
to the sale of such  securities  shall have been  declared  effective  under the
Securities  Act and such  securities  shall have been  disposed of in accordance
with such registration statement,  (b) when such securities are sold pursuant to
Rule 144 (or any similar  provision then in force) under the Securities  Act, or
(c) when,  in the  opinion of both  counsel  for the Holder and  counsel for the
Corporation,  such  restrictions are no longer required or necessary in order to
protect the Corporation  against a violation of the Securities Act upon any sale
or  other  disposition  of  such  securities  without  registration  thereunder.
Whenever  such  restrictions  shall  cease and  terminate  as to any  Restricted
Securities,  the  Holder  shall be  entitled  to receive  from the  Corporation,
without expense, new securities of like tenor not bearing the applicable legends
required by Section 10.1.

11.      REPRESENTATIONS OF THE CORPORATION.
         ----------------------------------

11.1  Organization  and  Qualification.  The  Corporation is a corporation  duly
organized  and  validly  existing  in  good  standing  under  the  laws  of  the
jurisdiction in which it is incorporated,  and has the requisite corporate power
to own its properties and to carry on its business as now being  conducted.  The
Corporation is duly qualified as a foreign  corporation to do business and is in
good  standing  in  every  jurisdiction  in which  the  nature  of the  business
conducted by it makes such qualification necessary.

11.2  Authorization;  Enforcement;  Compliance with Other  Instruments.  (i) The
Corporation  has the requisite  corporate  power and authority to enter into and
perform its obligations under this Warrant and the Registration Rights Agreement
and to issue the shares of Common Stock  issuable upon exercise of this Warrant,
(the "Warrant Shares") upon the exercise of this Warrant, in accordance with the
terms  hereof,  (ii)  the  execution  and  delivery  of  this  Warrant  and  the
Registration  Rights  Agreement by the Corporation and the consummation by it of

                                       10
<PAGE>

the transactions contemplated hereby and thereby, including, without limitation,
the issuance of this Warrant and the  reservation  for issuance and the issuance
of the Warrant Shares, upon exercise of this Warrant,  have been duly authorized
by the Corporation's  Board of Directors and no further consent or authorization
is required by the  Corporation,  its Board of  Directors  or its  stockholders,
(iii) this Warrant and the Registration Rights Agreement have been duly executed
and  delivered by the  Corporation,  and (iv) this Warrant and the  Registration
Rights  Agreement  constitute  valid and binding  obligations of the Corporation
enforceable  against the Corporation in accordance  with their terms,  except as
such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar laws
relating to, or affecting  generally,  the enforcement of creditors'  rights and
remedies.

11.3  Capitalization  and  Indebtedness.  As of the date hereof,  the authorized
capital stock of the  Corporation  consists of (i)  50,000,000  shares of Common
Stock,  par value $0.01 per share, of which,  as of the date hereof,  32,119,277
shares are issued and outstanding,  (ii) 10,000,000 shares of Class B Stock, par
value  $0.01  per share  ("Class B  Stock"),  of which,  as of the date  hereof,
2,057,103  shares  are  issued  and  outstanding,  (iii)  800,000  shares  of 9%
Cumulative  Exchangeable  Preferred  Stock,  par  value  $1.00  per  share  ("9%
Preferred  Stock"),  of which, as of the date hereof,  782,496 shares are issued
and  outstanding,  (iv) 200,000  shares of 5% Cumulative  Convertible  Preferred
Stock,  $1.00 par value per share ("5% Preferred  Stock"),  of which,  as of the
date hereof, no shares are issued and outstanding, as 113,000 shares were deemed
converted  into  Common  Stock on July 31, 2002  (subject  to  dispute)  and (v)
2,000,000  shares of Preferred Stock, par value $1.00 per share, of which, as of
the date hereof, none are issued and outstanding.  All of the outstanding shares
of Common  Stock,  Class B Stock,  9% Preferred  Stock,  5% Preferred  Stock and
Preferred  Stock have been validly issued and are fully paid and  nonassessable.
No shares of Common Stock or Class B Stock are subject to  preemptive  rights or
any other similar rights or any liens or  encumbrances  suffered or permitted by
the  Corporation.  Except as set forth in the Loan Agreement and as contemplated
by this Warrant,  as of the date hereof,  (i) there are no outstanding  options,
warrants,  scrip,  rights to subscribe to, calls or commitments of any character
whatsoever  relating to, or securities or rights convertible into, any shares of
capital  stock of the  Corporation  or any of its  subsidiaries,  or  contracts,
commitments,  understandings  or arrangements by which the Corporation or any of
its  subsidiaries is or may become bound to issue  additional  shares of capital
stock of the Corporation or any of its subsidiaries or options, warrants, scrip,
rights  to  subscribe  to,  calls or  commitments  of any  character  whatsoever
relating to, or securities  or rights  convertible  into,  any shares of capital
stock of the  Corporation  or any of its  subsidiaries,  and (ii)  there  are no
agreements  or   arrangements   under  which  the  Corporation  or  any  of  its
subsidiaries is obligated to register the sale of any of their  securities under
the  Securities Act (except the  Registration  Rights  Agreement).  There are no
securities or instruments  containing  anti-dilution or similar  provisions that
will be  triggered  by the  issuance of this  Warrant or, upon  exercise of this
Warrant, the issuance of the Warrant Shares.

11.4 Issuance of Warrant and Warrant Shares. This Warrant is duly authorized and
shall  not  be  subject  to  preemptive   rights  or  other  similar  rights  of
stockholders  of the  Corporation.  The Warrant Shares have been duly authorized

                                       11
<PAGE>

and reserved for issuance upon exercise of this Warrant, and upon such exercise,
will be  validly  issued,  fully paid and  non-assessable,  free from all taxes,
liens and charges with respect to the issue thereof,  and will not be subject to
preemptive rights or other similar rights of stockholders of the Corporation.

11.5 No Conflicts.  The execution,  delivery and performance of this Warrant and
the Registration  Rights  Agreement by the Corporation,  and the consummation by
the Corporation of the transactions  contemplated hereby and thereby (including,
without limitation, the issuance of the Warrant Shares) will not (i) result in a
violation of any  organizational  documents  governing the  Corporation  or (ii)
violate  or  conflict  with,  or  result  in a breach  of any  provision  of, or
constitute  a default  (or an event  which with  notice or lapse of time or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment, acceleration or cancellation of, any material agreement, indenture or
instrument to which the  Corporation or any of its  subsidiaries  is a party, or
result in a violation of any law, rule,  regulation,  order,  judgment or decree
applicable  to  the  Corporation  or any of its  subsidiaries  or by  which  any
property  or asset of the  Corporation  or any of its  subsidiaries  is bound or
affected.  The Corporation is not required to obtain any consent,  authorization
or order of, or make any filing or registration  with, any court or governmental
or regulatory or self-regulatory  agency in order for it to execute,  deliver or
perform any of its  obligations  under or  contemplated  by this  Warrant or the
Registration  Rights  Agreement in accordance  with the terms hereof or thereof.
All  consents,  authorizations,  orders,  filings  and  registrations  which the
Corporation is required to obtain  pursuant to the preceding  sentence have been
obtained or effected on or prior to the date hereof.

11.6  Investment  Company  Status.  The Corporation is not and, upon issuance of
this  Warrant or the  Warrant  Shares,  will not be an  "investment  company," a
company controlled by an "investment  company" or an "affiliated  person" of, or
"promoter" or "principal underwriter" for, an "investment company" as such terms
are defined in the Investment Company Act of 1940, as amended.

12.  Reservation of Stock,  etc. The Corporation  shall at all times reserve and
keep  available,  solely for issuance and delivery upon exercise of this Warrant
and any other  warrants  outstanding,  the number of shares of Common  Stock (or
Other  Securities)  from time to time issuable upon exercise of this Warrant and
any other  warrants  then  outstanding.  All  shares  of Common  Stock (or Other
Securities) issuable upon exercise of this Warrant shall be duly authorized and,
when  issued  upon such  exercise,  shall be validly  issued and, in the case of
shares,  fully  paid and  nonassessable,  with no  liability  on the part of the
holders  thereof,  and,  in the case of all  securities,  shall be free from all
taxes, liens, security interests,  encumbrances,  preemptive rights and charges.
The transfer agent for the Common Stock, which may be the Corporation ("Transfer
Agent"), and every subsequent Transfer Agent for any shares of the Corporation's
capital  stock  issuable  upon  the  exercise  of  any of  the  purchase  rights
represented by this Warrant,  are hereby irrevocably  authorized and directed at
all times until the  Expiration  Date to reserve such number of  authorized  and
unissued shares as shall be requisite for such purpose.  The  Corporation  shall
keep copies of this Warrant on file with the Transfer Agent for the Common Stock
and with every  subsequent  Transfer  Agent for any shares of the  Corporation's
capital stock  issuable upon the exercise of the rights of purchase  represented
by this Warrant.  The  Corporation  shall supply such  Transfer  Agent with duly
executed stock certificates for such purpose.

                                       12
<PAGE>


13.      REGISTRATION AND TRANSFER OF WARRANTS, ETC.
         ------------------------------------------

13.1  Warrant  Register;  Ownership  of  Warrants.  Each  Warrant  issued by the
Corporation shall be numbered and shall be registered in a warrant register (the
"Warrant  Register") as it is issued and  transferred,  which  Warrant  Register
shall be  maintained  by the  Corporation  at its  principal  office  or, at the
Corporation's  election and expense,  by a Warrant Agent or the Transfer  Agent.
The Corporation  shall be entitled to treat the registered holder of any Warrant
on the Warrant  Register as the owner in fact thereof for all purposes and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
Warrant on the part of any other Person, and shall not be affected by any notice
to the contrary,  except that,  if and when any Warrant is properly  assigned in
blank,  the  Corporation  may (but shall not be  obligated  to) treat the bearer
thereof as the owner of such Warrant for all purposes.  Subject to Section 10, a
Warrant,  if properly  assigned,  may be exercised by a new holder without a new
Warrant first having been issued.

13.2  Transfer of  Warrants.  Except as  provided  below,  this  Warrant and the
Warrant  Shares  shall not be  transferable  by the Holder prior to December 31,
2007.  Notwithstanding the foregoing,  subject to compliance with Section 10, if
applicable, this Warrant and all rights hereunder are transferable,  in whole or
in part,  without  charge to the Holder  hereof,  upon surrender of this Warrant
with a properly  executed Form of Assignment,  attached  hereto as Exhibit B, at
the  principal  office  of the  Corporation,  to  any  affiliate  of the  Holder
(including  any  investment  fund managed by the Holder or any  affiliate of the
Holder and any entity  controlled  by or under common  control with the Holder).
Upon any partial  transfer,  the Corporation  shall,  at its expense,  issue and
deliver to the Holder a new  Warrant of like  tenor,  in the name of the Holder,
which  shall be  exercisable  for such  number of shares  of Common  Stock  with
respect to which  rights under this  Warrant  were not so  transferred.  Warrant
Shares  are  transferable,  in whole or in part,  without  charge to the  Holder
thereof,  to any affiliate of the Holder  (including any investment fund managed
by the Holder or any  affiliate  of the Holder and any entity  controlled  by or
under common control with the Holder).

13.3  Replacement  of  Warrants.  On  receipt  by the  Corporation  of  evidence
reasonably  satisfactory to the Corporation of the loss,  theft,  destruction or
mutilation  of  this  Warrant  and,  in the  case of any  such  loss,  theft  or
destruction of this Warrant,  on delivery of an indemnity  agreement  reasonably
satisfactory  in form and amount to the  Corporation or, in the case of any such
mutilation,  on surrender of such Warrant to the  Corporation  at its  principal
office and cancellation thereof, the Corporation,  at its expense, shall execute
and deliver, in lieu thereof, a new Warrant of like tenor.

13.4 Adjustments To Number of Shares.  Notwithstanding the number or percentage,
or kind of shares of Common Stock purchasable upon exercise of this Warrant, any
Warrant theretofore or thereafter issued may continue to express the same number
or percentage, and kind of shares of Common Stock as are stated in this Warrant,
as initially issued.

13.5 Fractional Shares.  Notwithstanding  any adjustment in the number of shares
of Common Stock covered by this Warrant or any other  provision of this Warrant,
the Corporation shall not be required to issue fractions of shares upon exercise
of this Warrant or to distribute  certificates which evidence fractional shares.

                                       13
<PAGE>

In lieu of fractional  shares, the Corporation shall make payment to the Holder,
at the time of exercise of this Warrant as herein provided, in an amount in cash
equal to such fraction (after aggregation of all shares and fractional shares to
be issued upon such exercise)  multiplied by the Current Market Price of a share
of Common Stock on the date of Warrant exercise.

14. Remedies; Specific Performance.  The Corporation stipulates that there would
be no adequate  remedy at law to the Holder of this  Warrant in the event of any
default  or  threatened  default by the  Corporation  in the  performance  of or
compliance  with  any  of  the  terms  of  this  Warrant  and  accordingly,  the
Corporation agrees that, in addition to any other remedy to which the Holder may
be entitled at law or in equity,  the Holder shall be entitled to seek to compel
specific  performance of the obligations of the Corporation  under this Warrant,
without the posting of any bond, in accordance  with the terms and conditions of
this  Warrant  in any court of the  United  States or any State  thereof  having
jurisdiction,  and if any action  should be brought in equity to enforce  any of
the provisions of this Warrant, the Corporation shall not raise the defense that
there is an adequate remedy at law. Except as otherwise provided by law, a delay
or omission by the Holder hereto in exercising any right or remedy accruing upon
any such breach  shall not impair the right or remedy or  constitute a waiver of
or  acquiescence  in any such breach.  No remedy shall be exclusive of any other
remedy. All available remedies shall be cumulative.

15. No Liabilities as  STOCKHOLDER.  Nothing  contained in this Warrant shall be
construed as imposing any obligation on the Holder to purchase any securities or
as imposing any  liabilities on the Holder as a stockholder of the  Corporation,
whether such  obligation or  liabilities  are asserted by the  Corporation or by
creditors of the Corporation.

16. Notices.  All notices and other communications (and deliveries) provided for
or permitted  hereunder  shall be made in writing by hand delivery,  telecopier,
any  courier  guaranteeing  overnight  delivery  or first  class  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:


                  If to the Corporation:    General DataComm Industries, Inc.
                                            6 Rubber Avenue
                                            Naugatuck, CT  06770
                                            Attention:  Mr. William Henry,
                                            Chief Financial Officer
                                            Fax No.:  (203) 729-3182

                  with copies to:           Young Conaway Stargatt & Taylor, LLP
                                            The Brandywine Building
                                            1000 West Street, 17th Floor
                                            Wilmington, Delaware  19801
                                            Attention:  Joel Waite, Esq.
                                            Fax No.:  (302) 571-1253

                                       14
<PAGE>

                  If to Holder:             Ableco Holding LLC
                                            299 Park Avenue
                                            New York, New York  10171
                                            Attention:  Timothy Fording
                                            Fax No.:  (212) 909-1421

                  with copies to:           Schulte Roth & Zabel LLP
                                            919 Third Avenue
                                            New York, New York  10022
                                            Attention:  Eliot Relles, Esq.
                                            Fax No.:  (212) 593-5955

                  All such notices and communications  (and deliveries) shall be
deemed to have been duly given:  at the time  delivered by hand,  if  personally
delivered;  when receipt is  acknowledged,  if telecopied;  on the next Business
Day, if timely delivered to a courier guaranteeing  overnight delivery; and five
days after  being  deposited  in the mail,  if sent first  class  registered  or
certified mail, return receipt requested,  postage prepaid;  provided, that, the
exercise of any Warrant shall be effective in the manner provided in Section 2.

17. Amendments.  This Warrant and any term hereof may not be amended,  modified,
supplemented  or  terminated,  and waivers or consents  to  departures  from the
provisions hereof may not be given,  except by written  instrument duly executed
by  the  party  against  which  enforcement  of  such  amendment,  modification,
supplement, termination or consent to departure is sought.

18. Descriptive Headings,  Etc. The headings in this Warrant are for convenience
of reference  only and shall not limit or otherwise  affect the meaning of terms
contained  herein.  Unless the context of this Warrant otherwise  requires:  (1)
words of any gender  shall be deemed to include  each  other  gender;  (2) words
using the  singular or plural  number  shall also include the plural or singular
number, respectively; (3) the words "hereof", "herein" and "hereunder" and words
of similar  import when used in this  Warrant  shall refer to this  Warrant as a
whole and not to any  particular  provision  of this  Warrant,  and  Section and
paragraph  references  are to the Sections and paragraphs of this Warrant unless
otherwise  specified;  (4) the word "including" and words of similar import when
used  in  this  Warrant  shall  mean  "including,  without  limitation,"  unless
otherwise  specified;  (5) "or" is not exclusive;  and (6)  provisions  apply to
successive events and transactions.

19. CHOICE OF LAW AND VENUE;  JURY TRIAL  WAIVER.  THE VALIDITY OF THIS WARRANT,
THE CONSTRUCTION,  INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE
PARTIES HERETO WITH RESPECT TO ALL MATTERS  ARISING  HEREUNDER OR RELATED HERETO
SHALL BE DETERMINED  UNDER,  GOVERNED BY, AND  CONSTRUED IN ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK.

                  THE PARTIES AGREE THAT ALL ACTIONS OR  PROCEEDINGS  ARISING IN
CONNECTION  WITH THIS WARRANT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND
FEDERAL  COURTS  LOCATED  IN THE  COUNTY  OF NEW YORK,  STATE OF NEW  YORK.  THE

                                       15
<PAGE>

CORPORATION AND HOLDER WAIVE, TO THE EXTENT  PERMITTED UNDER APPLICABLE LAW, ANY
RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON  CONVENIENS OR TO OBJECT
TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION
19.

                  THE  CORPORATION  AND HOLDER  HEREBY  WAIVE  THEIR  RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF  THIS  WARRANT  OR ANY OF THE  TRANSACTIONS  CONTEMPLATED  HEREIN,  INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY  CLAIMS.  THE CORPORATION AND HOLDER  REPRESENT THAT EACH HAS REVIEWED
THIS WAIVER AND EACH  KNOWINGLY  AND  VOLUNTARILY  WAIVES ITS JURY TRIAL  RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF
THIS WARRANT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

20.  Registration  Rights  Agreement.  The  shares of Common  Stock  (and  Other
Securities)  issuable upon  exercise of this Warrant (or upon  conversion of any
shares of Common Stock issued upon such exercise) shall  constitute  Registrable
Securities (as such term is defined in the Registration Rights Agreement).  Each
holder of this Warrant  shall be entitled to all of the  benefits  afforded to a
holder  of  any  such  Registrable  Securities  under  the  Registration  Rights
Agreement and such holder, by its acceptance of this Warrant, agrees to be bound
by and to comply  with the  terms  and  conditions  of the  Registration  Rights
Agreement applicable to such holder as a holder of such Registrable Securities.

21.  Costs and  Attorneys'  Fees.  In the event that any  action,  suit or other
proceeding  is  instituted  concerning  or  arising  out of  this  Warrant,  the
Corporation  agrees and the Holder,  by taking and holding this Warrant  agrees,
that the  prevailing  party shall recover from the  non-prevailing  party all of
such  prevailing  party's costs and reasonable  attorneys' fees incurred in each
and every such action,  suit or other proceeding,  including any and all appeals
or petitions therefrom.

                  [Remainder of page intentionally left blank]


                                       16


<PAGE>




                  IN WITNESS WHEREOF, the Corporation has executed and delivered
this Warrant as of the date first above written.



                                     GENERAL DATACOMM INDUSTRIES, INC.
                                     By:  /s/ HOWARD MODLIN
                                     Name: Howard Modlin
                                     Title:  Chairman

                         [Signature page to the Warrant]



<PAGE>




                                                  EXHIBIT A to
                                                 Common Stock Purchase Warrant




                                     FORM OF
                           ELECTION TO PURCHASE SHARES

                  The  undersigned  hereby  irrevocably  elects to exercise  the
Warrant to  purchase  ____  shares of Common  Stock,  par value  $0.01 per share
("Common Stock"), of GENERAL DATACOMM INDUSTRIES, INC. and hereby [makes payment
of $________  therefor] [or] [makes payment therefor by application  pursuant to
Section 2.1(b)(ii) of the Warrant of $_______ aggregate  principal amount of the
then-outstanding  Obligations  (as  defined in the Loan  Agreement)  [or] [makes
payment therefor by reduction pursuant to Section  2.1(b)(iii) of the Warrant of
the number of shares of Common  Stock  otherwise  issuable  to the  Holder  upon
Warrant  exercise by ___ shares] [or] [makes payment therefor by delivery of the
following Common Stock  Certificates of the Corporation  (properly  endorsed for
transfer  in blank) for  cancellation  by the  Corporation  pursuant  to Section
2.1(b)(iv)  of the  Warrant,  certificates  of which  are  attached  hereto  for
cancellation [list  certificates by number and amount]].  The undersigned hereby
requests that certificates for such shares be issued and delivered as follows:


ISSUE TO:                                         (NAME)
                                       (ADDRESS, INCLUDING ZIP CODE)
                               (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:                                       (NAME)
                                       (ADDRESS, INCLUDING ZIP CODE)

                  If the  number of shares of  Common  Stock  purchased  (and/or
reduced) hereby is less than the number of shares of Common Stock covered by the
Warrant,  the undersigned requests that a new Warrant representing the number of
shares of Common Stock not so purchased  (or reduced) be issued and delivered as
follows:

ISSUE TO:                                    (NAME OF HOLDER)
                                       (ADDRESS, INCLUDING ZIP CODE)

DELIVER TO:
                                          (NAME OF HOLDER)
                                       (ADDRESS, INCLUDING ZIP CODE)

Dated: _____________, 20__                   [NAME OF HOLDER]

                                      By
                                      Name:
                                      Title:


<PAGE>



                                               EXHIBIT B to
                                               Common Stock Purchase Warrant

                               FORM OF ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto the Assignee named below all of the rights of the  undersigned to
purchase  Common Stock,  par value $0.01 per share  ("Common  Stock") of GENERAL
DATACOMM INDUSTRIES, INC. represented by the Warrant, with respect to the number
of shares of Common Stock set forth below:



Name of Assignee              Address               No. of Shares





and does hereby  irrevocably  constitute and appoint  ________  Attorney to make
such  transfer on the books of maintained  for that purpose,  with full power of
substitution in the premises.


Dated: _______________, 20__                        [NAME OF HOLDER]

                                         By
                                         Name
                                         Title: