Exhibit 10.(p)


                                  TELEBYTE INC.

                        2001 EMPLOYEE STOCK PURCHASE PLAN

                      As approved by the Board of Directors
                             on May 17, 2001 and the
                         Shareholders on July [12], 2001

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                                  TELEBYTE INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN

     Telebyte Inc. (the "Company ") does hereby establish its 2001 Employee
Stock Purchase Plan (the "Plan") as follows:


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Purpose of the Plan. The purpose of this Plan is to provide eligible employees
who wish to become shareholders in the Company a convenient method of doing so.
It is believed that employee participation in the ownership of the business will
be to the mutual benefit of both the employees and the Company.

Definitions. "Base pay" means regular straight time earnings, plus bonuses and
overtime payments, payments for incentive compensation, and other special
payments except to the extent that any such item is specifically excluded by the
Board of Directors of the Company (the "Board").

"Account" shall mean the funds accumulated with respect to an individual
employee as a result of deductions from his paycheck for the purpose of
purchasing stock under this Plan. The funds allocated to an employee's account
shall remain the property of the respective employee at all times but may be
commingled with the general funds of the Company.

Employees Eligible to Participate. Any employee of the Company or any of its
subsidiaries who is in the employ of the Company or subsidiary on an offering
commencement date is eligible to participate in that offering, except (a)
employees whose customary employment is less than 20 hours per week, and (b)
employees whose customary employment is for not more than five months in any
calendar year.

Offerings. There will be ten separate consecutive six-month offerings pursuant
to the Plan. The first offering shall commence on July 1, 2001 or such later
date as is determined by the Board. Thereafter, offerings shall commence on each
subsequent January 1 and July 1, and the final offering under this Plan shall
commence on January 1, 2011 and terminate on June 30, 2011. In order to become
eligible to purchase shares, an employee must sign an Enrollment Agreement, and
any other necessary papers on or before the commencement date (January 1 or July
1) of the particular offering in which he wishes to participate. Participation
in one offering under the Plan shall neither limit, nor require, participation
in any other offering.

Price. The purchase price per share shall be the lesser of (1) 85% of the fair
market value of the stock on the offering date; or (2) 85% of the fair market
value of the stock on the last business day of the offering. Fair market value
shall mean the value of each share of Common Stock subject to the Plan on a
given date determined as follows: if on such date the shares of Common Stock are
listed on an established national or regional stock Exchange, are admitted to
quotation on The NASDAQ Stock Market, or are publicly traded on an established
securities market, the fair market value of the shares of Common Stock shall be
the closing price of the shares of Common Stock on such exchange or in such
market (the exchange or market selected by the Board if there is more than one
such exchange or market) on such date or, if such date is not a trading day, on
the trading day immediately preceding such date (or if there is no such reported
closing price, the fair market value shall be the mean between the highest bid
and lowest asked prices or between the high and low sale prices on such trading
day) or, if no sale of the shares of Common Stock is reported for such trading
day, on the next preceding day on which any sale shall have been reported. If
the shares of Common Stock are not listed on such an exchange, quoted on such
System or traded on such a market, fair market value shall be determined by the
Board in good faith.

Offering Date. The "offering date" as used in this Plan shall be the
commencement date of the offering, if such date is a regular business day, or
the first regular business day following such commencement date. A different
date may be set by resolution of the Board.

Number of Shares to be Offered. The maximum number of shares that will be
offered under the Plan is 400,000 shares. The shares to be sold to participants
under the Plan will be common stock of the Company. If the total number of
shares for which options are to be granted on any date in accordance with
Section 10 exceeds the number of shares then available under the Plan (after
deduction of all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the shares
remaining available in as nearly a uniform manner as shall be practicable and as
it shall determine to be equitable. In such event, the payroll deductions to be
made pursuant to the authorizations therefor shall be reduced accordingly and
the Company shall give written notice of such reduction to each employee
affected thereby.

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Participation. An eligible employee may become a participant by completing an
Enrollment Agreement provided by the Company and filing it with the Human
Resources Department prior to the Commencement of the offering to which it
relates.

Payroll deductions for a participant shall commence on the offering date, and
shall end on the termination date of such offering unless earlier terminated by
the employee as provided in Paragraph 14.

     Payroll Deductions. At the time a participant files his authorization for a
payroll deduction, he shall elect to have deductions made from his pay on each
payday during the time he is a participant in an offering at the rate of a
designated percentage of his base pay or a stated dollar amount for each payroll
period, but in no event less than five dollars ($5.00) for each payroll period.
All payroll deductions made for a participant shall be credited to his account
under the Plan. A participant may not make any separate cash payment into such
account nor may payment for shares be made other than by payroll deduction. A
participant may discontinue his participation in the Plan as provided in Section
14, but no other change can be made during an offering and specifically, a
participant may not alter the rate of his payroll deductions for that offering.

Granting of Option. On the offering date, this plan shall be deemed to have
granted to the participant an option for as many full shares as he will be able
to purchase with the payroll deductions credited to his account during his
participation in that offering. Notwithstanding the foregoing, no participant
may purchase more than 10,000 shares of stock during any single offering.

Exercise of Option. Each employee who continues to be a participant in an
offering on the last business day of that offering shall be deemed to have
exercised his option on such date and shall be deemed to have purchased from the
Company such number of full shares of common stock reserved for the purpose of
the Plan as his accumulated payroll deductions on such date will pay for at the
option price.

Employee's Rights as a Shareholder. No participating employee shall have any
right as a shareholder with respect to any shares until the shares have been
purchased in accordance with Section 11 above and the stock has been issued by
the Company.

     Evidence of Stock Ownership.Promptly following the end of each offering,
the number of shares of common stock purchased by each participant shall be
issued to each participant or, if so elected by the Board, be deposited into an
account established in the participant's name at a stock brokerage or other
financial services firm designated by the Company (the "ESPP Broker").If an ESPP
Broker is utlized, the participant may direct, by written notice to the Company
at the time of his enrollment in the Plan, that his ESPP Broker account be
established in the names of the participant and one other person designated by
the participant, as joint tenants with right of survivorship, tenants in common,
or community property, to the extent and in the manner permitted by applicable
law.If an ESPP Broker is

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utilized, a participant shall be free to undertake a disposition (as that term
is defined in Section 424(c) of the Code) of the shares in his account at any
time, whether by sale, exchange, gift, or other transfer of legal title, but in
the absence of such a disposition of the shares, the shares must remain in the
participant's account at the ESPP Broker until the holding period set forth in
Section 423(a) of the Code has been satisfied. With respect to shares for which
the Section 423(a) holding period has been satisfied, the participant may move
those shares to another brokerage account of participant's choosing or request
that a stock certificate be issued and delivered to him.

     Withdrawal. An employee may withdraw from an offering, in whole but not in
part, at any time prior to the last business day of such offering by delivering
a Withdrawal Notice to the Company, in which event the Company will refund the
entire balance of his deductions as soon as practicable thereafter. To re-enter
the Plan, an employee who has previously withdrawn must file a new Enrollment
agreement in accordance with Section 8.1. The employee's re-entry into the Plan
will not become effective before the beginning of the next offering following
his withdrawal, [and if the withdrawing employee is an officer of the Company
within the meaning of Section 16 of the Securities Exchange Act of 1934 he may
not re-enter the Plan before the beginning of the second offering following his
withdrawal].

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Carryover of Account. At the termination of each offering the Company shall
automatically re-enroll the employee in the next offering, and the balance in
the employee's account shall be used for option exercises in the new offering,
unless the employee has advised the Company otherwise. Upon termination of the
Plan, the balance of each employee's account shall be refunded to him.

Interest. No interest will be paid or allowed on any money in the accounts of
participating employees.

Rights Not Transferable. No employee shall be permitted to sell, assign,
transfer, pledge, or otherwise dispose of or encumber either the payroll
deductions credited to his account or any rights with regard to the exercise of
an option or to receive shares under the Plan other than by will or the laws of
descent and distribution, and such right and interest shall not be liable for,
or subject to, the debts, contracts, or liabilities of the employee. If any such
action is taken by the employee, or any claim is asserted by any other party in
respect of such right and interest whether by garnishment, levy, attachment or
otherwise, such action or claim will be treated as an election to withdraw funds
in accordance with Section 14.

Termination of Employment. Upon termination of employment for any reason
whatsoever, including but not limited to death or retirement, the balance in the
account of a participating employee shall be paid to the employee or his estate.

Amendment or Discontinuance of the Plan. The Board shall have the right to
amend, modify, or terminate the Plan at any time without notice, provided that
no employee's existing rights under any offering already made under Section 4
hereof may be adversely affected thereby, and provided further that no such
amendment of the Plan shall, except as provided in Section 20, increase above
400,000 shares the total number of shares to be offered unless shareholder
approval is obtained therefor.

Changes in Capitalization. In the event of reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger, consolidation,
offerings of rights, or any other change in the structure of the common shares
of the Company, the Board may make such adjustment, if any, as it may deem
appropriate in the number, kind, and the price of shares available for purchase
under the Plan, and in the number of shares which an employee is entitled to
purchase.

Share Ownership. Notwithstanding anything herein to the contrary, no employee
shall be permitted to subscribe for any shares under the Plan if such employee,
immediately after such subscription, owns shares (including all shares which may
be purchased under outstanding subscriptions under the Plan) possessing 5% or
more of the total combined voting power or value of all classes of shares of the
Company or of its parent or subsidiary corporations. For the foregoing purposes
the rules of Section 424(d) of the internal Revenue Code of 1986 shall apply in
determining share ownership and shares which the employee may purchase under
existing options shall be treated as shares owned by the employee. In addition,
no employee shall be allowed to subscribe for any shares under the Plan which
permits his rights to purchase shares under all "employee stock purchase plans"
of the Company and its subsidiary corporations to accrue at a rate which exceeds
$25,000 of the fair market value of such shares (determined at the time such
right to subscribe is granted) for each calendar year in which such right to
subscribe is outstanding at any time.

Administration. The Plan shall be administered by the Board. The Board may
delegate any or all of its authority hereunder to such committee of the Board or
officer of the Company as it may designate. The administrator shall be vested
with full authority to make, administer, and interpret such rules and
regulations as it deems necessary to administer the Plan, and any determination,
decision, or action of

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the administrator in connection with the construction, interpretation,
administration, or application of the Plan shall be final, conclusive, and
binding upon all participants and any and all persons claiming under or through
any participant.

Notices. All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when received by the Human Resources Department of the Company or when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.

     Termination of the Plan. This Plan shall terminate at the earliest of the
following: June 30, 2011;The date of the filing of a Statement of Intent to
Dissolve by the Company or the effective date of a merger or consolidation
wherein the Company is not to be the surviving corporation, which merger or
consolidation is not between or among corporations related to the Company. Prior
to the occurrence of either of such events, on such date as the Company may
determine, the Company may permit a participating employee to exercise the
option to purchase shares for as many full shares as the balance of his account
will allow at the price set forth in accordance with Section 5. If the employee
elects to purchase shares, the remaining balance of his account will be refunded
to him after such purchase. The date the Board acts to terminate the Plan in
accordance with Section 19 above. The date when all shares reserved under the
Plan have been purchased.

Limitations on Sale of Stock Purchased Under the Plan. The Plan is intended to
provide common stock for investment and not for resale. The Company does not,
however, intend to restrict or influence any employee in the conduct of his own
affairs. An employee, therefore, may sell stock purchased under the Plan at any
time he chooses, subject to compliance with any applicable Federal or state
securities laws. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE
PRICE OF THE STOCK.

     Governmental Regulation. The Company's obligation to sell and deliver
shares of the Company's common stock under this Plan is subject to the approval
of any governmental authority required in connection with the authorization,
issuance, or sale of such shares.