U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


                      FORM 10-KSB/A (NO. 1)
                      ---------------------    

(Mark One)

     X             ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
    ---            SECURITIES EXCHANGE ACT OF 1934               

                         For the fiscal year ended March 31, 1996
                                                   --------------
                   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934           

                         For the transition period from _________
                         _________________ to ___________________

                  Commission file number 1-6299

                    EMCEE BROADCAST PRODUCTS, INC.
           ----------------------------------------------               
          (Name of small business issuer in its charter)

                 DELAWARE                       13-1926296           
   -------------------------------------------------------------------
   (State or other jurisdiction of   (I.R.S. Employer Identification
       incorporation or organization)    Number)

 SUSQUEHANNA STREET EXTENSION,WEST, PO BOX 68, WHITE HAVEN, 18661-0068        
------------------------------------------------------------------------
(Address of principal executive                              (Zip Code)
 offices)

Issuer's telephone number: (717) 443-9575
                       ---------------  
                                 
Securities registered under Section 12(b) of the Exchange Act:

Title of each class:                 Name of each exchange on which
                                               registered:

        Common                     NASDAQ National Market             
----------------------------------------------------------------------

Securities registered under Section 12(g) of the Exchange Act:

                               None                               
                         (TITLE OF CLASS)

<PAGE>
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past twelve (12) months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past ninety (90)
days.

                                        Yes   X    No      


Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is met contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 
10-KSB or any amendment to this Form 10-KSB. X


State issuer's revenues for its most recent fiscal year. $14,292,562.


The aggregate market value of the voting stock held by non-affiliates of the
Registrant is $27,396,719, computed by reference to the closing bid price of
the stock at June 26, 1996. This computation is based on the number of issued
and outstanding shares held by persons other than directors and officers of
the Registrant.


State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

                CLASS                  OUTSTANDING AT JUNE 27, 1996
----------------------------------------------------------------------
Common stock, par value $.1-2/3 per sh.       4,152,757

               DOCUMENTS INCORPORATED BY REFERENCE
   
          Items 9, 10, 11 and 12 in Part III of this report are incorporated
by reference from the Proxy Statement expected to be filed within one hundred
twenty (120) days of the close of the Registrant's fiscal year ended March 31,
1996.


Transitional Small Business Disclosure Format (Check One) 

                                        Yes      ;  No   X  .
<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
          (a) The following constitutes an Exhibit Index of the applicable
Exhibits to this report:
          DESCRIPTION OF EXHIBIT                            PAGE NUMBER

Articles of Incorporation and Bylaws    

     Certificate of Incorporation. . . . . . . . . . . . .        36  
     Bylaws. . . . . . . . . . . . . . . . . . . . . . . .       ( 1)
 
Material Contracts    

     Purchase and Sale Agreement . . . . . . . . . . . . .       ( 1)
     1988 Stock Option Plan. . . . . . . . . . . . . . . .       ( 1)
     Officers Incentive Compensation Plan  . . . . . . . .        61
     Agreement (Change in Control Agreements for 
      certain Executive Officers). . . . . . . . . . . . .        63
     Non-Negotiable, Non-Transferable Stock Warrant. . . .        79
     Purchase Order Master Contract. . . . . . . . . . . .        92 (2)

Subsidiaries . . . . . . . . . . . . . . . . . . . . . . .       ( 2)

Financial Data Schedule. . . . . . . . . . . . . . . . . .       ( 3)
                                                                       
     (1) Incorporated by reference from the Form 10-KSB filed by the Registrant 
with the U.S. Securities and Exchange Commission for fiscal year ended 1993.
     (2) Confidential portions have been omitted and filed separately with the 
SEC. 
     (3) Incorporated by reference from the Form 10-KSB filed with the U.S.
Securities and Exchange Commission for fiscal year ended 1995.
     (4) This Exhibit was filed electronically, but is not included in the paper
copy of this report.
<PAGE>
     In accordance with Rule 12b--15 of the Exchange Act, the Registrant caused 
this report to be signed on its behalf by the undersigned, thereunto duly 
authorized.


                              EMCEE BROADCAST PRODUCTS, INC.


                              /s/ JAMES L. DESTEFANO 
                              ---------------------------------           
                              James L. DeStefano, President/CEO
                              Date: November 19, 1996


                              /s/ ALLAN J. HARDING  
                              ---------------------------------            
                              Allan J. Harding, Vice President-
                                                  Finance
                              Date: November 19, 1996

<PAGE>

                    PURCHASE ORDER MASTER CONTRACT


                        DATED FEBRUARY 7, 1996


                                BETWEEN


              GENERAL INSTRUMENT CORPORATION OF DELAWARE

                                  AND

                    EMCEE BROADCAST PRODUCTS, INC.



<PAGE>
                           TABLE OF CONTENTS

I.   SCHEDULES                                            1 

II.  SCOPE OF CONTRACT                                    2

III. PURCHASE ORDERS, PERFORMANCE OF ENGINEERING 
     SERVICES AND PRICES                                  2

IV.  SHIPMENT OF EQUIPMENT AND TESTING PROCEDURES         4

V.   TITLE AND RISK OF LOSS                               5

VI.  PAYMENT                                              6

VII. OPERATING MANUALS, SCHEMATICS AND VIDEO TAPES        6

VIII.WARRANTY, QUALITY ASSURANCE AND INSPECTION           7

IX. NON-WARRANTY REPAIRS AND SPARES SUPPORT FOR  
    SARA VISION                                           8

X.  MUTUAL REPRESENTATIONS                                9

XI. CONFIDENTIALITY AND PROPRIETARY RIGHTS                9

XII.INDEMNIFICATION                                       10

XIII. LIMITATION OF LIABILITY                             12

XIV.  FORCE MAJEURE                                       12

XV.   TERMINATION                                         15

XVI.  ALTERATIONS, ADDITIONS AND OTHER VARIATIONS         16

XVII. NONWAIVER OF RIGHTS                                 17

XVIII.NOTICES                                             17

XIX.  APPLICABLE LAW AND RESOLUTION OF DISPUTES           18

XX.   BINDING EFFECT                                      19

XXI.  MEDIA RELEASES                                      19

XXII. AUDITS AND INSPECTIONS                              19
                                   
XXIII.CERTAIN REFERENCES; LANGUAGE                        20

XXIV. INDEPENDENT CONTRACTOR                              20

<PAGE>
XXV.     ENTIRE AGREEMENT                                 20

XXVI.    SURVIVAL                                         20

XXVII.   FURTHER ASSURANCES                               20
<PAGE>
                    PURCHASE ORDER MASTER CONTRACT

THIS Contract is made and effective on this 7th day of February 1996 (the
"Effective Date"), by and between GENERAL INSTRUMENT CORPORATION OF DELAWARE, a
Delaware corporation ("Buyer") and EMCEE BROADCAST PRODUCTS, INC., a Delaware
corporation ("Seller"). 

                             WITNESSETH: 

  WHEREAS, Buyer is an internationally known manufacturer and supplier of
satellite and wireless cable television equipment; 

  WHEREAS, Buyer has entered into an Agreement with Sara Vision Ltd., a Saudi
Arabian limited liability company ("Sara Vision"), to design and supply to Sara
Vision satellite and cable television equipment so as to enable Sara Vision to
offer a wireless multipoint, multichannel distribution television system (the
"WATS System") to its customers within The Kingdom of Saudi Arabia ("Saudi
Arabia"); 

  WHEREAS, Seller is a manufacturer and supplier of the equipment (the
"Equipment") and/or engineering and other services (the "Services") set forth in
Schedule A, which Buyer wishes to include in its design, qualification, assembly
and integration of the WATS System; 

  WHEREAS, to accomplish the foregoing objective Buyer desires to have Seller
design and supply the Equipment and the Services for use in the WATS System; 

  NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Contract, the parties hereto hereby agree as follows: 

I.      SCHEDULES

This contract between the parties ("Contract") consists of the terms and
conditions set forth herein and the following schedules incorporated by
reference: 

A. Schedule A          Equipment Specifications, Engineering and Other Services
                       Description

B. Schedule B          Form of Purchase Order

C. Schedule C          Contract Price and Payment Terms

D. Schedule D          Cancellation Charges and Late Delivery Penalties

E. Schedule E          Testing and Acceptance Procedures

F. Schedule F          In-Country Spares

<PAGE>
II.     SCOPE OF CONTRACT 

A. Pursuant to this Contract Seller shall (i) provide to Buyer the Services
as set forth in Schedule A to this Contract, to be performed outside of Saudi
Arabia, with respect to the design, qualification, special assembly and
integration of the Equipment in the WATS System, and (ii) sell to Buyer the
Equipment for use in the WATS System in accordance with the Equipment
Specifications set forth in Schedule A to this Contract; and Buyer shall pay for
the Equipment and the Services in accordance with the Contract Price set forth 
in Schedule C to this Contract. 

B. The Equipment to be supplied hereunder shall be manufactured or supplied
by Seller. Seller shall disclose to Buyer in writing within five (5) days of the
Effective Date the model number for each model of Equipment to be supplied under
this Contract other than such Equipment which has no model number. Upon the
revision of any model number identified to Buyer hereunder, Seller shall
promptly identify such revised model number to Buyer. 

C. In no event shall Seller, without Buyer's prior written consent, make any
changes to the Equipment or the Equipment manufacturing process which affect the
Equipment's design, specification, operation, external appearance, performanceor
quality, or otherwise deviates from the Equipment Specifications. Seller shall
notify Buyer in writing of any proposed changes to the Equipment as well as any
proposed material changes to the Equipment manufacturing process at least ninety
(90) days prior to any implementation thereof, and shall provide to Buyer such
information as may be reasonably required by Buyer to analyze the expected 
impact of such changes. 

D. All work to be performed by Seller in Saudi Arabia shall be governed by
a separate services agreement between Seller and Buyer's affiliate, General
Instrument (U.K.) Ltd. 

III.    PURCHASE ORDERS, PERFORMANCE OF ENGINEERING SERVICES AND PRICES 
A.The term "Purchase Order" as used herein shall mean Buyer's written purchase
order in the form set forth in Schedule B to this Contract, which is submitted
to Seller for the purchase of Equipment and Services hereunder. Except as 
otherwise agreed by Buyer and Seller,all Purchase Orders for Equipment shall be 
issued at least _______ (_____) days prior to the required delivery date. Such 
Purchase Orders shall reference this Contract, identify the Equipment and 
Services,pricing, quantity, shipping and destination information, the required 
delivery date and other pertinent information for Seller to supply the
Equipment and Services hereunder. Such Purchase Orders are incorporated herein 
by reference. If, however, any term of an issued Purchase Order conflicts with 
any term of this Contract, this Contract shall take precedence. Acceptance of
such Purchase Orders by Seller may be made by signing and returning the attached
acknowledgment copy of the Purchase Orders, by other express acceptance, or by 
attempted part or full performance. If Seller uses its own form to accept a 
Purchase Order, it is understood that such use is for Seller's convenience only 
and that Buyer hereby refuses to assent to any terms or conditions contained 
therein, whether
<PAGE>
conflicting with or in addition to those contained herein, and such conflicting
and/or additional terms and conditions shall be of no force or effect.Acceptance
by Seller of such Purchase Orders are limited to the terms and conditions of
this Contract, and Buyer hereby rejects any other terms, conditions and provis-
ions proposed by Seller. Seller shall acknowledge each Purchase Order in
writing within _____ (____) calendar days of receipt.
Purchase Orders may be submitted hereunder by Buyer and its affiliated companies
as from time to time are identified in writing by Buyer to the Seller. Unless
agreed in writing by Buyer, Seller shall not purchase materials, or make
commitments or production arrangements, in excess of the amount, or in advance
of the time reasonably necessary to meet the required delivery date as set forth
on the Purchase Orders submitted hereunder. 

B.  Seller shall, in a competent and professional manner, promptly perform the
Services set out in Schedule A and prepare and deliver to the Buyer the reports
and documents set forth therein 

C.  Beginning with the first month following the effective date of this
Contract, Buyer shall provide to Seller on or before the first day of each
calendar month a forecast of expected Equipment and Services for the next six
months. Such forecasts for Equipment and Services are for planning purposes only
and shall not be considered a binding commitment absent a Purchase Order issued
in accordance with this Contract. 

D.  The Equipment and Services shall be sold hereunder at the prices set forth
on Schedule C, or such other prices as Seller and Buyer may agree in writing 
from time to time during the term of this Contract.__________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________

E.  Buyer may at any time and from time to time, without further cost or
liability, by written notice to Seller at least _______ (______) business days
prior to a required delivery date, reschedule any Purchase Order, in whole or in
part, to a later rescheduled delivery date. 

F. _______________________________________________________________________
In the event of a cancellation of any Purchase Order or portion thereof by Buyer
for reason other than a "Force Majeure" event described in paragraph XIV or
Seller's fault hereunder, Seller may, at its election, require Buyer to pay a
cancellation charge for the Equipment and Services canceled by Buyer. Such
cancellation charge, if any, shall be determined in accordance with Schedule D.
__________________________________________________________ Seller shall not be
paid for any work done in respect of the canceled Purchase Order after receipt 
of the notice of cancellation nor for any costs or expenses of Seller or 
Seller's suppliers or subcontractors which Seller could reasonably have avoided.
<PAGE>
In no event shall any such cancellation charge exceed the purchase price of the
Equipment and Services canceled, nor shall any such charge apply to goods or
materials which are reasonably returnable by Seller or otherwise useable or can
be sold in the normal course of Seller's business. 

Within thirty (30) days after notice of cancellation by Buyer, Seller shall
present Buyer with a cancellation charge calculation accompanied by a certifi-
cate signed by the Controller or other financial officer of Seller stating that
such charge properly includes all costs connected with or incurred as a result
of such cancellation. Buyer shall pay Seller for all cancellation charges 
determined in accordance with Schedule D hereof within thirty (30) days of
Buyer's receipt of Seller's invoice therefor, together with the certificate 
signed by the Controller or other financial officer of Seller. Subject to
Paragraph XI, title to all items of work subject to the canceled Purchase Order,
which would have been incorporated into a deliverable item under this Contract,
shall, upon payment by Buyer in full of the cancellation charges
due hereunder, vest in Buyer, and shall be tendered to a carrier of Buyer's 
selection. 
IV.     SHIPMENT OF EQUIPMENT AND TESTING PROCEDURES

A.   Seller shall mark, pack, package, crate, transport, ship and store all
Equipment to ensure (i) delivery thereof to the identified ultimate destination
in safe condition, (ii) compliance with all requirements of the carrier and
destination authorities and (iii) compliance with any special instructions of
Buyer contained in any Purchase Order. Buyer shall designate the carrier for
shipment. All shipments shall be made__________________ ___________________,
and the prices identified herein shall include all fees, costs and charges to be
paid for the Equipment, including without limitation, all applicable taxes and
all applicable charges for packing, storing and loading. 

B.      All Equipment shall be manufactured and delivered to Buyer in accordance
with the required delivery dates, time being of the essence. Upon availability
for shipment from Seller's location of the Equipment purchased hereunder, Seller
shall promptly notify the carrier designated by Buyer and tender such equipment
to the carrier for shipment. Seller shall immediately notify Buyer by telephone,
with written confirmation, of the occurrence of any delay and the period of such
delay in the scheduled and or actual delivery of any Purchase Order hereunder or
any portion thereof with respect to the required delivery date._____________
____________________________________________________________________________
___________________________________________________________________________ 

Notwithstanding anything to the contrary in this Contract, Seller acknowledges
that in the event of its failure to deliver Equipment or to perform associated
Services by the date or within the time period specified in a Purchase Order,
<PAGE>
Buyer may incur losses or damages that will be difficult or impossible to
measure or otherwise ascertain. If the delay is not due to fault of Buyer or the
occurrence of a "Force Majeure" event described in Paragraph XIV of this
Contract, Buyer may, at its option, assess Seller the late delivery penalties
listed in Schedule D to this Contract. If at any time during the term of this
Contract the Equipment or Services designated on any Purchase Order is to be
delayed or has been delayed for a period of more than _____ (____) days from the
required delivery date, and such delays are not due to fault of Buyer or the 
occurrence  of  a  "Force Majeure" event described in Paragraph XIV of 
this Contract, then such delays will constitute a default in Seller's
performance of its material obligations under this Contract. 

C.  Seller shall in a timely manner duly prepare and provide to the selected
carrier and send by reliable courier to Buyer, the following for each shipment 
of the Equipment: 

1.   such documentation as may be required in order to enable the Equipment
        to be exported to and landed in Saudi Arabia in accordance with Saudi
        Arabian requirements.

2.   two original detailed packing lists for such equipment, each stating
        the model number (where available), quantity and description of
        tendered equipment to which such amount relates.

D. Seller shall perform the performance testing of the equipment in accordance
with the testing and acceptance procedures as are set forth in Schedule E. If
such tests are not successfully completed to Buyer's reasonable satisfaction and
reasonable approval, Seller shall evaluate the results and subject to the terms
hereof, promptly make, or cause to be made, such corrections and/or adjustments
to the operation, configuration, or design of the Equipment as will result in a
Successful Completion (as such term is defined below) of such performance
testing. 

E. Buyer shall be given at least ____ (___) business days notice prior to the
commencement of such testing and given the opportunity to observe such testing.
In the event Buyer determines not to observe the testing performed at Seller's
facility, the test results shall be deemed to have been approved by Buyer upon
Seller's certification that the tests have resulted in a Successful Completion.
Seller acknowledges and agrees that representatives of Sara Vision may attend
with Buyer any testing sessions as to which Buyer may attend hereunder. The term
"Successful Completion" as used herein shall mean the completion of the
applicable tests to the reasonable satisfaction of Buyer in accordance with the
procedures contemplated in Schedule E hereto, with test results equal to or
better than the test results set forth therein as being acceptable. Seller shall
record in writing such test results and certify in writing each Successful
Completion thereof in the form of, and in accordance with the procedures set
forth in, Schedule E (a "Certificate of Successful Test Completion"). 
<PAGE>
V.      TITLE AND RISK OF LOSS
Unless otherwise set forth on a Purchase Order, title and risk of loss for all
items purchased hereunder shall pass to Buyer when
Equipment________________________________________________. Without limiting 
the foregoing, prior to Seller's shipment of the Equipment in the manner
required hereunder, the Equipment shall be held by or on Seller's behalf without
risk or expense to Buyer, and any payments received by Seller for the
purchase of such items shall be held by Seller pending such title transfer. 

VI.     PAYMENT

A. In consideration for the sale of the Equipment and the performance of the
Services (including without limitation the due performance of the applicable
testing described in Paragraph IV.E above) in accordance with the provisions of
this Contract, Buyer shall promptly pay to Seller the total amount set forth in
Schedule C, in U.S. Dollars (the "Contract Price"). 

B.  Such payment of the Contract Price shall be made in accordance with the
payment schedule set forth on Schedule C. 

C.  Buyer may deduct from any payment due to Seller or set-off against any claim
by Seller any amount which is due to Buyer by Seller for any reason, including,
among other reasons, any charges caused by deviations from the terms, conditions
and provisions of a Purchase Order. 

VII.    OPERATING MANUALS, SCHEMATICS AND VIDEO TAPES

A. Concurrently with the delivery of the Equipment to which it relates, Seller
shall provide Buyer with five (5) copies of any associated English language (i)
operating/customer maintenance manuals for each unit of the Equipment and/or 
(ii) schematics or blueprints for each unit of the Equipment. 

B. Seller shall, at Seller's expense, assist Buyer in the preparation of
English language video tapes with respect to the operation, troubleshooting and
service of the Equipment. Alternatively, if Seller has already prepared video
tapes relating to the operation, troubleshooting and service of the Equipment,
then, at Buyer's sole option after review of the content of such video tapes,
Seller may provide Buyer with five (5) copies of one or more English language
video tapes for each type of Equipment sold hereunder. 

VIII.   WARRANTY, QUALITY ASSURANCE AND INSPECTION

A. Seller warrants that each item of Equipment being sold hereunder shall, for
the Warranty Period set forth below, (i) conform in all material respects to the
Equipment Specifications set forth on Schedule A, be free from defects in 
design, materials and workmanship, and, at the time of shipment, consist of new 
and unused components and parts, (ii) with respect to Services to be performed 
hereunder, be diligently performed in a prompt, competent and professional
manner, (iii) be free of any adverse third party claim against title and comply
with all applicable governmental laws and regulations governing the manufacture,
sale and export of the Equipment under this Contract, (iv) notinfringe the 
<PAGE>
proprietary and contract rights of others which in any way restrict or prevent
Buyer's or Sara Vision's use of such Equipment, and (v) be merchantable and
otherwise fit for the particular purposes and uses for which they are purchased
to the extent that such purposes and uses are generally known to Seller. The
Warranty Period for the Equipment covered by this paragraph shall commence upon
Seller's shipment of such Equipment to Buyer and continue thereafter until the
earlier of_________________________________________________________________
Such warranty shall be assignable by Buyer to Sara Vision. 

B. Seller shall upon notice or discovery of any Equipment which fails to comply
with Seller's warranty hereunder ("Equipment Failure") promptly correct the 
cause of the Equipment Failure, and, at Seller's option, promptly repair to 
first quality with new and unused parts or promptly replace the Equipment that
is affected by the Equipment Failure. Unless otherwise indicated, "promptly" as
used in this paragraph shall mean by the earliest time that is reasonably 
possible through the use of best efforts and due diligence, but in no event
more than ___ (__) days. Buyer shall be responsible for returning the affected
Equipment to Seller.Seller shall be responsible for all other expenses resulting
from an Equipment Failure that are incurred in storing, packing, repairing,
replacing and re-shipping Equipment to Buyer. 

1. If the cause of an Equipment Failure is not corrected and/or the affected
Equipment is not repaired or replaced within such time period, Buyer may, at its
option and by written notice to Seller at any time and from time to time
thereafter during the continuance of Seller's failure to correct the Equipment
Failure: (i) without liability or charge, cancel any Purchase Order or affected
portion thereof and return for a full refund any Equipment to which the Equip-
ment Failure relates, or (ii) make such corrections, repairs and replacements
as are required with respect to the Equipment Failure and charge Seller for the 
costs incurred in so doing. All such monies as may become payable to Buyer 
hereunder shall be promptly paid by Seller, or at Buyer's option offset against 
any monies due to Seller.

2. If there is an Equipment Failure which occurs ________ times as a result of
the failure of a particular component of Equipment containing the same serial
number, said component shall be considered as unreliable, and Seller shall be
required to promptly replace such affected component with a new and unused
component of the same model number. 

3. If there is an Equipment Failure which occurs as a result of the failure of a
particular electronic component in a particular component of Equipment 
containing the same model number either__ times or in_____ of the components of
Equipment delivered under this Contract, whichever is greater, then the 
Equipment Failure will constitute an "____________ Failure." In the event of an 
__ Failure, Seller must promptly respond to (x) investigate the cause of such
________ Failure, (y) correct the cause of such ________ Failure in each item of
Equipment delivered under this Contract, and (z) correct the cause of such
________ Failure in each item of Equipment in the process of being manufactured
<PAGE> 
under the Contract. In the case of an ________ Failure, Buyer shall be entitled
to investigate the cause of such ________ Failure along with Seller, and Seller
shall share with Buyer all information relating to the cause and/or correction
of such _____ Failure.

4.If there is an Equipment Failure or an ________ Failure which is not or cannot
be promptly remedied by Seller as set forth above, then such Equipment Failure 
or ___ Failure shall constitute a default in Seller's performance of its
material obligations under this Contract.

5. Until ____________________________________ described above, in an effort
to minimize the potential downtime resulting from Equipment Failure, Seller will
support an exchange program whereby Seller will ship those items of additional
Equipment identified on Schedule F, which Equipment shall be maintained bySeller
in an inventory in Riyadh at Seller's expense. In the event of an Equipment
Failure, Seller shall permit Buyer or Sara Vision to exchange the affected
Equipment for Equipment of like kind maintained in inventory and will repair the
defective Equipment and return it to Riyadh, where it can then be inventoried in
order to service any future Equipment Failures.

C.The warranties set forth herein shall apply only to the Equipment which, after
regular installation and under normal usage, are found to have been defective
within the warranty period specified by Seller. Seller must be notified of any
claims hereunder, no later than ______ (___) days after the expiration of the
warranty period. Such warranties shall not apply to equipment or component parts
thereof that have been damaged as a result of physical or electrical abuse,
accident, misuse, use under other than normal operating conditions, disassembly
or repair of warranted Equipment by persons other than Seller's employees,except
with Seller's written approval. Seller shall not be responsible for delays in
performing its obligations under this Paragraph resulting from Buyer's neg-
ligence or fault or from events of Force Majeure. Buyer may, but shall not be
required to, perform tests prior to the expiration of the warranty period to 
determine whether equipment conforms to applicable warranties.

D.THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED. 

IX.     NON-WARRANTY REPAIRS AND SPARES SUPPORT FOR SARA VISION 

A.  Seller agrees that for at least ______ (___) years from the delivery of the
Equipment (the "Support Period"), Seller shall maintain the ability to provide
Buyer and/or Sara Vision (or make arrangements for the provision of) with its
reasonable requirements for such repair services and/or spare parts for the
Equipment which it manufactures and furnishes hereunder. It is understood that
the charges to Buyer and/or Sara Vision for spare parts and/or repairs not
covered by warranty shall be at the then current, published time and material
rates or spare parts prices and shall be invoiced and payable as soon as work
involved is completed. All shipping, insurance, handling and other like costs 
and expenses associated with such repair services shall be the responsibility 
<PAGE>
of Buyer and/or Sara Vision as the case may be. Such repair services will be
provided by Seller at a facility to be designated by Seller. Seller shall have 
no obligation hereunder or otherwise, to provide further spare parts or repair
services with respect to any goods which it has not furnished hereunder, or to
any person or entity that has failed to pay promptly for any such spare parts or
repairs. Seller has the right at any time to change the amount of credit or
terms of payment or to withdraw credit and to require partial or full payment 
in advance as a condition of rendering further services or making further 
shipments hereunder. 

B. _______________________________________________________________________
_________________________________________________________________________
_________________________________

X. MUTUAL REPRESENTATIONS

Each party represents and warrants that: 

1.  It is duly incorporated and in good standing in its jurisdiction of
     incorporation and has corporate power and authority to enter into and
     perform this Contract.

2.  Its execution, delivery and performance of this Contract has been duly
     authorized by all necessary corporate action.

3.  Neither it, nor any of its owners, officers, directors, employees, agents or
     representatives (i) is (or will be at any time during the term of this
     Contract) an official, agent or employee of, or in any manner connected
     with, any government, political party, or any entity, agency,
     instrumentality or subdivision of such government or party, or any
     corporation or other entity owned or controlled thereby, and (ii) has
     received any payment, has knowledge of any payment or other benefit, or 
     will knowingly assist with or permit any payment or other benefit, to be 
     made,directly or indirectly, by or on their behalf, to any person who is
     an official, agent or employee of, or in any manner connected with, any
     government, political party or any entity, agency, instrumentality or
     subdivision of such government, party, or any corporation or other entity
     owned or controlled thereby, for the purpose of obtaining or retaining
     business within Saudi Arabia, and shall promptly notify the other of any
     event that would or may result in an exception to the foregoing
     representations .

XI. CONFIDENTIALITY AND PROPRIETARY RIGHTS

A. All information disclosed by either party to the other party, including the
terms and conditions of this Contract shall be subject to the Non-Disclosure
Agreement dated October 13, 1994
between Buyer and Seller.

<PAGE>

B.In the event that the Equipment Specifications require that the Equipment is
to bear any trade names, trademarks, insignias, logos and the like, which are
owned or controlled by any General Instrument affiliated company ("General
Instrument Marks"), such use shall be strictly in accordance with Buyer
directions and nothing contained in this Contract shall transfer or grant to
Seller any right or interest in the General Instrument Marks except use thereof
in the supply of Equipment to Buyer pursuant to this Contract. Upon termination
of this Contract, for any reason, Seller shall remove all General Instrument
Marks from any Equipment which may thereafter remain in Seller's possession or
control. 

C. Except as set forth in this Contract, nothing contained herein shall
transfer or grant to either party each other's rights in patents, copyrights,
trade secrets or other proprietary rights related to Equipment except the use
thereof as related to and provided under this Contract. 

D. The obligations under this Paragraph shall survive termination or expiration
of this Contract. All tangible forms of proprietary information delivered by a
party to the other hereunder shall be and remain the property of the party
furnishing the same or its applicable supplier or subcontractor, and shall be
returned to the furnishing party upon any termination of this Contract as a
result of any breach by the receiving party hereunder. 

E. Neither party shall use the name or the name of any trademark or trade name
(or symbolic representation thereof) of the other party or its parent,
subsidiaries or other affiliates, in marketing, advertising, public relations
efforts or in any other manner without the express written consent of such other
party in each instance, which consent shall not unreasonably be withheld or
delayed. 

XII. INDEMNIFICATION

A. Seller shall indemnify and hold harmless Buyer, its shareholders, directors,
officers, employees, agents, attorneys, designees and assignees, or any of them,
from and against all losses, damages, settlement amounts, liabilities, expenses,
attorney's fees, costs, claims, suits, demands, actions, causes of actions,
proceedings, judgments, assessments, deficiencies and charges (collectively,
"Damages") caused by, relating to or arising from a default in Seller's
performance in accordance with this Contract of its obligations hereunder, or a
breach of its warranties or representations made herein. 

B. Buyer shall indemnify and hold harmless Seller, its shareholders, directors,
officers, employees, agents, attorneys, designees and assignees, or any of them,
from and against Damages caused by, relating to or arising from a default in
Buyer's performance in accordance with this Contract of its obligations
hereunder, or a breach of its warranties or representations made herein. 

C.   Seller shall indemnify and hold harmless the Buyer, its shareholders,
directors, officers, employees. attorneys. agents, designees and assignees, from
<PAGE>
and against all Damages to the extent that such Damages are based on a claimthat
equipment manufactured and sold by Seller to Buyer constitute an infringement of
any United States or Saudi Arabian patent or copyright, or misappropriation of a
trade secret. Seller shall not be liable for any of the following exclusions:
(i)infringement by equipment not manufactured and sold by Seller hereunder, or 
from a combination with, an addition to, or modification of the equipment after
delivery by Seller (other than as contemplated by this Contract or performed or
authorized in writing by Seller), or from use of the Equipment, or any part
thereof, in the practice of a process, or from the use of other than the current
available releases of any software available from Seller or the immediately
preceding release, except to the extent that Seller has informed Buyer that such
immediately preceding release violates a third party Intellectual Property 
right,or (ii) for royalties payable with respect to the use of such infringing
equipment, or for any royalty basis other than as set forth above. Seller shall
not be obligated to defend or be liable for costs and damages arising out of or
related to the above exclusions 

D. Subject to the aforementioned exclusions, if any equipment manufactured and
supplied by Seller to Buyer is so held to infringe any United States or Saudi
Arabian patent or copyright or to misappropriate a trade secret and in any such
instance Buyer or Sara Vision is enjoined from using the same, or if Seller
believes such infringement or misappropriation is likely, Seller will exert
reasonable efforts, at its expense, (i) procure for Buyer on behalf of Sara
Vision the right to use such equipment free of any liability for patent or
copyright infringement or trade secret misappropriation or (ii) replace or 
modify such equipment with a non-infringing substitute otherwise complying sub-
stantially with all the requirements of the Contract. If Seller is unable to 
implement any of the foregoing options, then upon return of the equipment,Seller
will refundto Buyer the purchase price and the transportation costs thereof, 
less a reasonable credit for use, damage and obsolescence 

E.   In the event of a claim with respect to which a party is an indemnified
party hereunder, such party (the "Indemnified Party") shall notify the other
party (the "Indemnifying Party") in writing as soon as practicable, but in no
event later than fifteen (15) days after receipt of such claims. The Indemnified
Party's failure to provide such notice shall not preclude it from seeking
indemnification hereunder unless such failure has materially prejudiced the
Indemnifying Party's ability to defend such claim. The Indemnifying Party shall
promptly defend such claim (with counsel of its own choosing) and theIndemnified
Party shall cooperate with the Indemnifying Party in the defense of such claim,
including the settlement of the matter on the basis stipulated by the
Indemnifying Party (with the Indemnifying Party being responsible for all costs
and expenses of such settlement). If the Indemnifying Party within a reasonable
time after notice of a claim fails to defend the Indemnified Party, the
Indemnified Party shall be entitled to undertake the defense, compromise or
settlement of such claim at the expense of the Indemnifying Party. Upon the
assumption of the defense of such claim, the Indemnifying Party may settle,
compromise or defend as it sees fit. 
<PAGE>
F. _______________________________________________________________________    

XIII. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY HEREUNDER BE LIABLE FOR SPECIAL, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF GOOD WILL, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION OF OTHER PECUNIARY LOSS) EVEN IF ADVISED OF THE POSSIBILITY
THAT SUCH DAMAGES MAY ARISE. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY LOSS OF
AUDIO, VIDEO OR DATA SIGNALS. In no event shall either party's liability for any
breach exceed the purchase price for such Equipment giving rise to the claim.Any
action hereunder must be commenced within one (1) year after the cause of action
has accrued. Nothing in this Contract shall relieve either party of any 
liability resulting from its gross negligence or willful misconduct. 

XIV. FORCE MAJEURE

A."Force Majeure" shall mean any act, event or condition described below which
prevents the affected party from performing its obligations under this Contract
if such act, event or condition and its effects are beyond the reasonable 
control of such party (and any third party over which such party has control) 
and are not a result of the willful or negligent action of such party or of any 
third party over whom such party has control: 

1.An act of God, including but not limited to, landslide, lightning,
earthquake, fire, explosion, casualty, storm, or flood;

2.Acts of boycott, embargo, war, blockade, insurrection, riot or civil
disturbance;

3.  Strikes, lockouts or concerted acts of workmen (except where it is within
the power of the party invoking Force Majeure to prevent);

4.  Impossibility in the use of railways, airlines, ships, terminals, ports,    
Airports or other transport means or services;

5.  Unavailability of energy, goods or materials (compounded by the same       
unavailability from alternate sources);

6.  A material adverse change in the applicable laws, codes, rules, orders or   
regulations, or the enforcement thereof, by governmental authorities, after   
the date of this Contract, or a material contradiction within such      
applicable laws, codes, rules, orders or regulations.

B. If a party's performance of this is prevented, restricted, delayed or
interfered with by reason of Force Majeure, such performance shall be excused to
the extent delayed or prevented by Force Majeure, provided, however, that
reasonable steps are taken to avoid or remove such causes of nonperformance and
to continue performance whenever and to the extent such causes are removed. 

<PAGE>
C. Furthermore, Seller shall be under no liability whatsoever for any damage to
the Equipment comprising the WATS System or to other property, whether of the
Buyer, Sara Vision or third parties, or for injury or loss of life, or for 
delays which are the consequence, whether direct or indirect, of war, 
hostilities, ivasion, rebellion, revolution, insurrection or military or 
usurped power, civil war, riot, commotion or disorder, or the like, in any way
involving or related to Saudi Arabia (hereinafter collectively referred to as
"special risks"), and in such circumstances the following shall apply: 

 1. If any components of the WATS System supplied by Seller or any other
materials or property shall sustain destruction or damage by reason of any of
the aforesaid special risks, Seller shall nevertheless be entitled to be paid 
for the same upon reimbursement of Buyer by Sara Vision; additionally Seller 
shall be entitled to be paid by Buyer upon reimbursement of Buyer by Sara
Vision the cost of repairing or replacing any such destruction or damage thereto
so far as maybe required by Buyer.

2. Upon reimbursement of Buyer by Sara Vision, Buyer shall repay to Seller any
increased cost of or cost incidental to the execution of its performance
hereunder which is howsoever attributable to or consequent on the special risks.

3.In the event of such special risks, Buyer shall be entitled, at its option, to
terminate this Contract upon written notice to Seller, in which event Seller
shall immediately cease work in the manner and to the extent specified. Upon
receipt of such a notice of termination, Seller shall promptly take the 
following actions:

a. Stop work under the Contracts on the date and to the extent specified in such
notice of termination.

b. Place no further orders for materials, services or facilities, except as may
be necessary for completion of such portion of the work as is not terminated.

c. Terminate orders to the extent that they relate to the performance of work 
terminated by such notice of termination.

d. Settle all outstanding liabilities and all claims arising out of such
termination of orders for material, services or facilities; and

e.Take such actions as are reasonable for the protection and preservation of the
property related to this Contract which is in the possession of Seller and for
which Buyer has or will acquire title hereunder.

4. Within thirty (30) days after determination by Seller of the cost of all work
terminated, Seller shall submit to Buyer its termination claim consisting of the
costs of all work performed up to the date of termination,
________________________________________________________________________ 
The term "costs" as used herein includes but is not limited to _________
________________________________________________________________________ 
<PAGE>
The termination claim shall give credit for all amounts already paid by Buyer to
Seller in respect of the terminated work.

5. Each termination claim shall be accompanied by a certificate signed by the
   Controller or other financial officer of Seller stating that the claim
   properly includes costs connected with or incurred as a result of such
   termination. In the event Buyer desires independent verification of the
   claim, it may request at Buyer's expense to have Seller's independent
   certified public accountants audit such costs and report to the parties.

6. Subject to Paragraph XI, title to all items of work, which would have been
   incorporated into a deliverable item under this Contract, and which are in
   progress before the giving of the notice of termination under Paragraph
   XIV.C.3 above, shall, upon payment by Buyer in full of all amounts due
   hereunder after reimbursement by Sara Vision, vest in Buyer, and shall be
   tendered to a carrier of Buyer's selection.

7. If in Seller's sole judgement it is feasible for Seller to utilize any items
   of terminated work for which Buyer has paid for hereunder, it shall submit
   to Buyer an offer to acquire such items. If such offer is accepted, Seller's
   termination claim shall be credited with the agreed acquisition price.

8. Upon a partial termination, Seller and Buyer shall upon mutual agreement
   equitably reprice the work not terminated and the applicable Contract Price
   for such work shall be adjusted accordingly.

9. Buyer shall have no liability for payments to Seller under this Paragraph
   XIV unless and until Buyer has received payment therefor from Sara Vision.
   Buyer agrees that it will proceed with reasonable diligence to pursue its
   remedies against Sara Vision.

XV. TERMINATION

A.   Either party shall, upon written notice to the other, have the right to
terminate this Contract, in whole or in part, upon the occurrence of any of the
following events: (i) the other party transfers a substantial portion of its
assets, property or business for the benefit of creditors, (ii) a receiver,
trustee in bankruptcy or similar officer is appointed to take charge of all or
any part of the other party's property or business, or is adjudicated abankrupt,
(iii) the other party's performance of its material obligations hereunder is
prevented, restricted, delayed or interfered with by reason of Force Majeure and
such event continues for a period in excess of six (6) months, (iv) the Buyer's
agreement with Sara Vision is terminated for any reason, (v) the other party
defaults in its performance of its material obligations hereunder and such
default is not promptly remedied within a reasonable time after written notice
from the non-defaulting party of such default, or (vi) the representations or
warranties made by the other party hereunder are materially false or breached. 

B.  In addition, Seller shall have the right to terminate this Contract if Buyer
neglects or fails to make payment in accordance with the terms hereof and such
<PAGE>
condition is not remedied within _______ (___) business days (Seller may, at
Seller's option, extend the time for Buyer's cure) after written notice to
Buyer. 
C.  In the event of a termination on account of the occurrence of the 
event set out in Paragraphs XV.A.(v), (vi) or XV.B hereof, the following 
provisions shall apply: 

  1.    If such termination is by reason of Seller's default, then:


   (a)  Seller shall not be entitled to received any further payments under
        this Contract except for payments as are due equitably or pursuant to
        the terms of this Contract for work (services performed and equipment
        tendered) actually performed in accordance with the relevant
        provisions of this Contract up to the effective date of termination. 

   (b)  Buyer shall be entitled at its option either to: 

        (i)  the terminated work (including title thereto except as provided
             in Paragraph XI) existing on the effective date of the
             termination, plus the difference between (A) all reasonable
             amounts paid to Seller and third parties (including all amounts
             paid previously and subsequently to such termination) necessary
             to conform the terminated work to the relevant provisions of
             this Contract (including without limitation the Equipment
             Specifications), and (B) the Contract Price with respect to the
             terminated work, or

        (ii) a refund of all payments made to Seller, but in no event shall
             any such refund exceed the Contract Price for the work so
             terminated as set out in the relevant provisions of this
             Contract. In the event of such a refund, Seller shall be
             entitled to retain title to any and all work which Seller has
             specifically produced or acquired or entered into in accordance
             with this Contract, as to which such refund has been made. 

  2.    If such termination is by reason of Buyer's default, then Seller shall
        have the right immediately to stop work (including stopping the
        tendering of any undelivered equipment), and Seller shall be entitled
        to receive from Buyer as payment
        _____________________________________________________________.

D. n the event of a termination on account of the occurrence of the events set
out in Paragraphs XV.A.(i), (ii), (iii) and (iv) hereof, the provisions
of_________________________________________________________________.

E. In respect of termination claims by either party hereunder, each claim shall
be accompanied by a certificate signed by the Controller or other financial
officer of the claiming party stating that the claim properly includes all and
<PAGE>
only those costs connected with or incurred as a result of such termination. In
the event the other party desires independent verification of the claiming
party's claim, it may request at its expense to have an independent certified
public accountant audit such costs and report to the parties. It is understood
and agreed that Paragraph XIX. hereof shall apply to all disputes or
controversies arising out of a termination claim. 

F.  Except as set forth herein such termination shall be in addition to any
other rights and remedies provided by contract, law or in equity. 

XVI. ALTERATIONS, ADDITIONS AND OTHER VARIATIONS 

A. Buyer shall have the right to request a variation in the quality or quantity
of the Equipment or work, or any part thereof, to be provided under this
Contract, that may in its opinion be necessary, as set forth below: 

1. To increase or decrease the quantity of any work or Equipment to be provided 
   under the Contract. 

2. To change the timing, character or quality or kind of any such work or
   Equipment. 

Upon acceptance of the same by Seller, such variations shall be considered as an
integral part of the Contract and the value (if any) and scope of all such
variations shall be taken into account in ascertaining the required equitable
adjustment, if any, of the schedule, the amount of the Contract Price and/or the
timing of the payment of such Contract Price according to the Contract. 

B. Except as set forth herein, Seller and Buyer shall _____________________ of
such adjustment to the Contract Price in respect of such variations. Any
reduction in costs to Seller of providing the Equipment or performing the work
resulting from such variations shall be credited against the amounts otherwise
owing to Seller by Buyer hereunder or, if no amounts are owing at such time,
shall be promptly refunded to Buyer. 

C. The Seller shall, from time to time, send to Buyer or Buyer's Representative
a separate account giving particulars (fully detailed) of all claims for any
additional expense to which Seller may consider himself entitled hereunder, and
of all extra and additional work ordered by Buyer which it has executed during
the preceding month. 

XVII. NONWAIVER OF RIGHTS

Neither the waiver by a party hereto of a breach of, or a default under, any of
the provisions of this Contract, nor the failure of a party on one or more
occasions, to enforce any of the provisions of this Contract or to exercise any
right or privilege hereunder shall thereafter be construed as a waiver of any
subsequent breach or default, or as a waiver of any of such provisions,rights or
privileges hereunder. 
<PAGE>
XVIII. NOTICES

All notices, requests, or other communications which may be sent or
electronically transmitted by either party to the other party pursuant to this
Contract, shall be in writing, sent by telefax (with confirming telefax 
receipt), registered or certified mail, postage prepaid, or delivered by 
recognized courier service, and shall be deemed to have been given when 
received, as follows: 

If to Buyer: 

   GENERAL INSTRUMENT CORPORATION OF DELAWARE
   GI Communications Division
   2200 Bayberry Road
   Hatboro, PA 19040 USA
   Attention: Director, International Projects
   Tel: 215 830-6137
   Fax: 215 830-5106

with a copy to

   GENERAL INSTRUMENT CORPORATION OF DELAWARE
   GI Communications Division
   2200 Bayberry Road
   Hatboro, PA 19040 USA
   Attention: General Counsel
   Tel: 215 957-8240
   Fax: 215 956-6408

If to Seller: 

   EMCEE BROADCAST PRODUCTS, INC.
   Susquehanna Street Extension
   P.O. Box 68
   White Haven, PA 18661-0068
   Attention: President/Chief Executive Officer
   Tel: 717 443-9575
   Fax: 717 443-9257

with a copy to 

   LAPUTKA BAYLESS ECKER & COHN, P.C.
   2 East Broad Street, 6th Floor
   Hazleton, PA 18201
   Attention: Martin D. Cohn, Esq. and Robert S. Sensky, Esq.
   Tel: 717 455-4731
   Fax: 717 455-0729

<PAGE>
or to such other address as the person to whom notice is to be given may have
specified in a notice duly given to the sender as provided herein. 



XIX. APPLICABLE LAW AND RESOLUTION OF DISPUTES

A. This Contract shall be governed by and construed in accordance with the laws
of the Commonwealth of Pennsylvania, including the Uniform Commercial Code as
thereby adopted, without giving effect to any choice of law or conflict of law
provision or rule that would cause the application of the laws of any other
jurisdiction. 

B. Any dispute, controversy or claim arising out of or in connection with this
Contract, including any question regarding its existence, construction,
interpretation, validity, termination, whether during or after the life of this
Contract, shall be referred to and finally resolved by compulsory arbitration,
from which no appeal may be taken, under the Rules of the American Arbitration
Association. The arbitration shall be held in Philadelphia, Pennsylvania before
three arbitrators, one arbitrator to be appointed by each party.If a party fails
to appoint its arbitrator within a period of ten (10) business days after the
other party has appointed its arbitrator, or if the parties cannot agree on the
third arbitrator within a period of fifteen (15) business days after the
appointment of the second arbitrator,then the second arbitrator and/or the third
arbitrator, as the case may be, shall be appointed by the American Arbitration
Association. 

C. The parties hereby consent that service of process in any litigation may be
served in the same manner as any notice hereunder as set forth in Paragraph
XVIII, with the exception that no notification shall be served by fax. 

D.      Judgment upon the arbitration award may be entered by any court having
competent jurisdiction 

E. Nothing in this contract shall be deemed to prevent either party from
seeking injunctive relief from any judicial or administrative authority. 

XX. BINDING EFFECT

These terms and conditions shall be binding upon and inure to the benefit of
both parties hereto and their permitted successors and assigns.Neither party may
assign any right or obligation hereunder without the other's prior written
consent except to an entity controlled by, controlling or under common control
with such party provided (i) the assignee agrees to be bound by the terms and
conditions of this Contract, and (ii) such assignment does not adversely affect
the other party's ability to exercise, and/or benefit from, its rights under 
this Contract. As used herein "control" and variations thereof, shall mean the
ownership or control, directly or indirectly, of more than fifty percent 
(50 percent) of the voting power of the shares or other ownership interests 
entitled to vote for the election of directors or other governing authority.
<PAGE>
Except as specifically provided herein, this Contract is not intended to 
establish any third-party beneficiary rights. 

XXI. MEDIA RELEASES

All information released to the media by Seller or Buyer relating to this
Contract shall be coordinated with and approved in writing by Seller and Buyer
prior to its release. Neither Seller nor Buyer shall distribute any promotional
or marketing material using the name of the other party, without the prior
written consent of such party. 

XXII. AUDITS AND INSPECTIONS

Buyer reserves the right to visit Seller's facilities and to audit and inspect
Seller's books, records and operations as is reasonably necessary to verify
Seller's proper compliance with this Contract. Buyer shall give at least five 
(5) days prior written notice of such audit and conduct such audit at its own 
expense and solely for the purpose of insuring compliance with this Contract. 
Any such audit or inspection shall occur during regular business hours and 
shall not unreasonably interfere with Seller's business activities. 

XXIII. CERTAIN REFERENCES; LANGUAGE

The various headings and titles herein are for convenience and are not intended
to affect the meaning of the text. 

XXIV. INDEPENDENT CONTRACTOR

This Contract establishes a relationship of vendor and customer and neither 
party hereunder shall be deemed an agent, employee, partner, subcontractor or 
joint venturer of the other by virtue of this Contract or otherwise. Furthermore
neither party has the authority, express or implied, to assume or create any
obligations, responsibilities or liabilities on behalf of the other, to provide
any certifications to third parties on behalf of the other party, nor to bind 
the other in any manner whatsoever. 

XXV. ENTIRE AGREEMENT

This document and the various schedules forming this Contract are to be
considered as one indivisible whole and the various conditions and clauses as
mutually complementary and explanatory. The terms and conditions incorporated
herein contain the final and entire agreement and understanding between the
parties with respect to the subject matter hereof and merge and supersede all
prior agreements, understandings and representations. No additions or
modifications shall be effective unless in writing signed by the parties hereto.
No course of dealing or usage of trade or course of performance will be deemed
relevant to explain or supplement any term expressed in this contract. 

<PAGE>
XXVI. SURVIVAL

Termination of this Contract for any reason shall not release either party from
any obligations set forth in this Contract which: (i) the parties have expressly
agreed shall survive any such termination; or (ii) remain to be performed or by
the nature of the rights or obligations set out therein, might reasonably be
expected to be intended to survive any such termination. 

XXVII. FURTHER ASSURANCES

Each party hereto agrees that upon the written request of the other, it will do,
or will cause the doing of, all such acts and execute, or cause the execution
of,all such further documents, assignments, transfers and the like, as the other
party hereto may from time to time reasonably request be done and/or executed as
may be necessary or desirable to give effect to this Contract. 

IN WITNESS WHEREOF, the parties have duly executed this Contract on the date
first above written. 

SELLER                           BUYER

EMCEE BROADCAST PRODUCTS, INC.   GENERAL INSTRUMENT CORPORATION OF
                                 DELAWARE

BY:/s/ JAMES L. DESTEFANO        BY:/s/ EDWARD D. BREEN            
--------------------------       ---------------------------------
Name: James L. DeStefano         Name: Edward D. Breen
Title: President/CEO             Title: Vice President
<PAGE>                             
                              SCHEDULE A
<PAGE>
                              SCHEDULE B

Form of Purchase Order: (See Attached)

(This Schedule evidenced a copy of the Buyer's form of purchase order. However,
because the Contract permits the Seller to use its own form of purchase order 
and conditions the use of any purchase order on the specific terms and 
conditions of the Contract, the Buyer's form of purchase order shown hereon is
for purposes of example only and, therefore, has not been included in this 
EDGAR filing.)
<PAGE>
                              SCHEDULE C
<PAGE>
                              SCHEDULE D

<PAGE>
                              SCHEDULE E
<PAGE>
                              SCHEDULE F