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-1                                               September 15, 2003


                   Warrant to Purchase Shares of Common Stock


                  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 on and after December 31, 2004, if the Obligations have not been paid in
full by such date (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.

                  "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, 10%
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

                                       4
<PAGE>


the excess of the 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

                                       5
<PAGE>


Holder of this 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  thereto,   subject  to  adjustments   (subsequent  to  such

                                       6
<PAGE>

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

                                       7
<PAGE>


number of shares 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

                                       8
<PAGE>

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, 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

                                       6
<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

                                       10
<PAGE>

this Warrant and the  Registration  Rights  Agreement by the Corporation and the
consummation  by  it  of  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 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

                                       11
<PAGE>

authorized  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. In lieu of fractional shares, the Corporation shall

                                       13
<PAGE>

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 S. MODLIN
                                       Name:  HOWARD S. 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: