<PAGE>

Wandel & Goltermann
Management Holding GmbH
- Managing Directors -
Muehleweg 5
72800 Eningen u.A.


Dear Sirs,

POOL CONTRACT

We should like to refer to the pool contract enclosed which has been signed 
by all pool banks, dated 6th November 1997.

The issue of this credit, which will be confirmed to you in confirming 
letters from each of the individual banks, is based upon the following 
requirements:

1.
The shareholders agree (with the exception of the minimum profit retention by 
Hannover Finanz at the level of DM 1.5 million) not to retain any further 
profits or to deposit these.

2.
We assume, that the Wandel & Goltermann Technologies Inc. (USA)'s current 
dividend policy will remain in place. A dividend payment of profits can only 
be made when Wandel & Goltermann Management Holding holds at least 75% of 
the shares in Wandel & Goltermann Technologies Inc./USA.

3.
The current shareholders loans totaling approx. DM 11 million are still 
available to the credit holders and are and/or will be furnished with 
corresponding withdrawals from the order.

4.
Should the planned initial public offering not be announced or not be 
possible, then the Wandel & Goltermann's family shareholders declare that 
they will assist with measures which ensures an appropriate amount of equity 
by other means. This includes taking on other shareholders of divestiture of 
stakes in the business.


<PAGE>

Page 2 to the letter dated 8th November 1997 to Wandel & Goltermann 
Management Holding GmbH - Managing Directors -

5.
For the supply of goods within the Wandel & Goltermann group, the sale and 
delivery conditions are to include reservation of ownership (company internal 
and extended) with a current account clause.

6.
As discussed, you will deposit the shares which you hold in Wandel & 
Goltermann Management Ltd./GB in a postal deposit with the pool leader. The 
shares in Wandel & Goltermann Technologies Inc./USA are to be deposited with a 
bank or notary. It is taken to be agreed that the place of deposit will 
inform the pool leader upon return of the share package or a part of it 
without delay.

The pool banks are aware of the fact that the sales subsidiaries of Wandel & 
Goltermann Vertriebsholding GmbH have obligations arising from loans with 
other, non-pool banks at a current level of approx. DM 30 million, and that 
Wandel & Goltermann Ltd./GB has been granted a loan of approx. DM 10 million 
from a third party. The parties concerned agree that Wandel & Goltermann 
Management Holding GmbH will ensure that credit agreements outside the pool 
lines are only entered into after the pool banks have been informed and/or 
after new securities have been made available.

The pool banks already agree their readiness to enter into negotiations 
regarding the pool contract enclosed, insofar as major alterations in the 
shareholder and/or capital structure of the Wandel & Goltermann group are to 
be foreseen.

We would ask you to sign a duplicate of the pool contract and of this letter 
and to return these to us.

Yours sincerely,

/SIGNATURE ILLEGIBLE/
Commerzbank AG
Reutlingen Branch


We agree to the letter above

Eningen u.A. (Date) 17 NOV 1997        /s/ ALBRECHT WANDEL
                   --------------------------------------
                                   (Wandel & Goltermann Management
                                   Holding GmbH)

Eningen u.A. (Date) 17 NOV 1997        /s/ ALBRECHT WANDEL
                   --------------------------------------
                                   (Wandel & Goltermann Holding & Co
                                   Elektronische Messtechnik)

<PAGE>

Page 3 to the letter dated 7th November 1997 to Wandel & Goltermann 
Management Holding GmbH - Managing Directors -

Eningen u.A. (Date) 17 NOV 1997        /s/ F. GOLTERMANN
                   ------------        ---------------------
                                       (Burkhard Goltermann)

/s/ F. GOLTERMANN                      /s/ F. GOLTERMANN
-------------------------------        ---------------------
(Ulrike Goltermann)                    (Frank Goltermann)


/s/ A. WANDEL                          /s/ A. WANDEL
-------------------------------        ---------------------
(Albrecht Wandel)                      (Renate Wandel)

/SIGNATURE ILLEGIBLE/
-------------------------------
(Hannover Finanz) W & G BETELLIGUNGS GmbH

CF LETTER TO THE MANAGING DIRECTORS




          I confirm that this document is a fair and accurate translation 
          from the German original.

          Eningen,
          this 11 day of December, 1998

          Wavetek Wandel & Goltermann, Inc.

          By:   /s/ PETER M. WAGNER
              -----------------------------
               Peter M. Wagner
               Chief Executive Officer


<PAGE>

Security Pool Contract

The following agreement has been reached between:

1.  Commerzbank AG, Reutlingen branch (hereafter also referred to as "pool 
    leader")
2.  Baden-Wuerttembergische Bank AG, Reutlingen branch
3.  Deutsche Bank AG, Reutlingen branch
4.  Krelssparkasse Reutlingen
5.  Landesgirokasse Stuttgart
6.  Stuttgarter Bank AG

    - hereafter collectively referred to as the "banks" and each of them 
     individually is referred to as "bank"-


Section 1 Loans

(1)  The banks do business with the companies:

     Wandel & Goltermann Management Holding GmbH, Eningen 
     - hereafter referred to as the "company" or "WGMH"

     and

     Wandel & Goltermann GmbH & Co Elektronische Messtechnik, Eningen
     - hereafter also referred to as the "company" or "WGR"

     - these are both also hereafter referred to as the "companies" -

     The banks have/will given both companies the following credit lines as 
     part of their liabilities both jointly and severally but also both 
     independently of each other on the basis of the general terms and 
     conditions of business:

<TABLE>
          <S>                         <C>                <C>
          Commerzbank                 DM                  50,000,000.00
          BW Bank                     DM                  30,000,000.00
          Deutsche Bank               DM                  30,000,000.00
          Kreissparkasse              DM                  10,000,000.00
          Landesgirokasse             DM                  25,000,000.00
          Stuttgarter Bank            DM                  25,000,000.00
          -------------------------------------------------------------
          total                       DM                 170,000,000.00
</TABLE>

     The credit line given for the Landesgirokasse is a skeleton credit 
     agreement which will be made available in two slices - one slice of DM 
     18,000,000.00 and one of DM 7,000,000.00. This is based on Position 2 of 
     the letter from the Landesgirokasse to WGMH dated 8th July 1997 which is 
     known to the banks. For repayment (Section 7) and distribution of 
     proceeds (Section 8) (and only as far as this is concerned), the 
     slices of the loan already made available to the company at


<PAGE>

     the particular moment in time are to be regarded as the credit line 
     from the Landesgirokasse.

     The credit funds made available under the credit scheme detailed above 
     are to be used solely for the purpose of financing operating resources 
     and are not to be used of acquisitions (if they exceed the cash flow of 
     the previous year).

(2)  The credit lines detailed in position (1) can be taken by the companies 
     in the form of guarantee, discount, acceptance or euro credits, insofar 
     as the credit agreements allow. The cash credit lines in the form of 
     euro credits can also be made by means of guarantee or acceptance 
     credits from foreign branches or subsidiaries of the banks and/or other 
     negotiating institutes (hereafter referred to as "negotiating credit 
     banks"). The agreements made regarding the pool securities should also 
     be passed on to the negotiating credit banks to the extent that their 
     rights and obligations will be looked after in trust by the appropriate 
     bank.

     The cash credit lines detailed in position (1) can also be exhausted by 
     creating branch lines for the credit and guarantee orders for the credit 
     of concern companies of the Wandel & Goltermann group from the domestic 
     and foreign branches and subsidiaries of the banks. The banks will make 
     every effort to ensure security of their claims on the loans made as a 
     result of the creation of branch lines from their branches and/or 
     credit-granting subsidiaries. Insofar as such security is available, as 
     per a distribution of proceeds as in Section 8, the bank will only 
     respect such claims from the WG concern company which arise from branch 
     lines at the level which remains after the securities provided by the WG 
     concern company have been utilised. Insofar as such a loss occurs only 
     after proceeds have been distributed as per Section 8, then 
     Section 8(5) is to be followed.

(3)  The companies can make use of the credit lines and credits autonomously 
     - whilst respecting the regulations set out in position (5). The banks 
     grant the debt claims arising from the credit lines they have agreed to 
     both alone and directly.

(4)  The banks have bound themselves to grant the credit lines for the 
     duration of this contract and only to make reductions or cancellations 
     with the agreement of the others. This is not the case for credits 
     granted outside the pool.

(5)  In addition, Commerzbank has granted WGR a repayment loan for an 
     original sum of DM 15,000,000.00 as per the credit contract dated 24th 
     March 1994. This loan is guaranteed by the LAKRA Landeskreditbank 
     Baden-Wuerttemberg under orders from the state of Baden-Wuerttemberg in 
     a declaration dated 1st December 1993 at a level of 66.66% (deficit 
     guarantee). It has been agreed that the credit risk which is not covered 
     by the deficit guarantee of 33.34% (original sum of DM 5,000,000.00) is 
     split between the banks as follows:


<PAGE>

<TABLE>
     <S>                <C>     <C>
     Commerzbank        29.42%  (corresponds to original sum of DM 1,471,000.00)
     BW-Bank            17.65%  (corresponds to original sum of DM   882,500.00)
     Deutsche Bank      17.65%  (corresponds to original sum of DM   882,500.00)
     Kreissparkasse      5.88%  (corresponds to original sum of DM   294,000.00)
     Landesgirokasse    14.70%  (corresponds to original sum of DM   735,000.00)
     Stuttgarter Bank   14.70%  (corresponds to original sum of DM   735,000.00)
     ---------------------------------------------------------------------------
                       100.00%  (corresponds to original sum of DM 5,000,000.00)
</TABLE>

     On behalf of WGR and for the benefit of the Commerzbank, the remaining 
     banks herewith guarantee the sum which is not guaranteed by the LAKRA 
     should the Commerzbank have claims arising from the repayment loan as 
     closed with WGR detailed above. The other banks guarantee the sum to the 
     amount of their share in the assumed risk as stated above without a 
     joint liability for the amount. These guarantees are in addition to the 
     credit lines detailed in Section 1(1) with the respective banks.

     The guarantee declaration dated 1st December 1993 as well as the letter 
     of acceptance from LAKRA dated 1st December 1993 (including the special 
     guarantee conditions it contains) and the general terms and conditions 
     for bank guarantees made by the state of Baden-Wuerttemberg are known to 
     all banks in the pool.

                                  Section 2
                                  Securities

(1)  WGR has provided the pool leader and each individual bank the following 
     securities and/or will provide the following securities without delay:

     a)   Positive declaration of, and upon specific request from the pool 
          leader the mortgage of all limited partners shares in Wandel & 
          Goltermann GmbH & Co Elektronische Messtechnik at a nominal value 
          of DM 13,000,000.00 (corresponds to 100%)

     b)   Positive declaration of, and upon specific request from the pool 
          leader the mortgage of all shares in Wandel & Goltermann CTS S.A. 
          (France) at a nominal value of FRF 11,930,000.00 (corresponds to 
          100%)

     c)   A negative declaration of the type usual for banks regarding all 
          shares currently held in and to be acquired in future in Wandel & 
          Goltermann Technologies Inc. (USA)

     d)   Positive declaration of, and upon specific request from the pool 
          leader the mortgage of all shares in Wandel & Goltermann 
          Management Ltd. (Great Britain) at a nominal value of GBP 
          3,000,000.00 (corresponds to 100%)

     e)   Positive declaration of, and upon specific request from the pool 
          leader the mortgage of all shares in Wandel & Goltermann 
          Vertriebsholding GmbH at a nominal value of DM 50,000.00 
          (corresponds to 100%)

     f)   Mortgage of trademarks currently held and those to be held in the 
          future.

<PAGE>

(2)  WGMH has provided the pool leader with the following securities and/or 
     will provide the following securities without delay:

     a)   Assignment of claims from license holders and licenses arising from 
          mortgaging the trademarks as detailed above (see above (1) f))

(3)  WGR has provided the pool leader with the following securities and/or 
     will provide the following securities without delay:

     a)   DM 30,000,000.00 land charges (encumbrance of real estate) on 
          various properties in Enningen (real estate register, book 13, BV no.
          3,7,9,19,22,28 and 30, book 4224, BV no. 2, 6-9, book 5334 BV no. 
          1-3,5,6)

     b)   Assignment of repossession claims regarding land charges 
          (encumbrance of real estate) which already exist.

     c)   Security agreement of the whole warehouse including raw materials, 
          auxiliary material and expendable supplies as per the contract dated 
          28th April 1994

     d)   Assignment of all existing and future claims from material 
          deliveries and supplies as per the contract dated 28th April 1993

     e)   Assignment of claims from license holders and licenses arising from 
          mortgaging the patents as detailed below (see below (4) a)).

(4)  WGR has provided the pool leader and the banks (with no order of 
     preference) with the following securities and/or will provide the 
     following securities without delay:

     f)   Mortgage of domestic and foreign patents currently held and those 
          to be held in the future.

(5)  Should a bank receive further securities for one of the credit lines 
     detailed in Section 1 (1), then it is agreed that these are incorporated 
     in the pool contract.

(6)  Should a bank grant the companies further credit, for which it receives 
     further securities, it is already agreed that these can be incorporated 
     into the pool contract. Third-party proceeds would serve primarily the
     return of these additional credits.

(7)  WGMH and WGR agree to offer securities to third parties only after 
     informing the banks. This applies not only to branch typical extended 
     reservations of ownership of suppliers and the credit institutes' 
     deposit and security rights as based on general terms of business.

                                    Section 3
                              Purpose of Security

<PAGE>

(1)  The securities offered by WGMH according to Section 2 (1) and (2) as well 
     as any other further securities offered by WGMH which are incorporated into
     this pool contract according to "2 (5) and (6) serve as securities 
     against all existing, future and conditional claims which may be 
     accorded to the banks and all their domestic and foreign branches from 
     each corresponding business contact as well as the credit institutions 
     referred from the provision of credit according to Section 1 (1, 2) as well
     as to cover and claims against WGR that LAKRA might make based on the 
     indemnity bond as mentioned in Section 1 (5).

(2)  The securities offered by WGMH according to Section 2 (3) a), b), c), d), 
     e), (4) a) as well as any other securities offered by WGR which are 
     incorporated into this pool contract according to Section 2 (5) and (6) 
     serve equally as security for all existing, future and conditional 
     claims by:
          -the banks from the credits provided according to Section 1 (1, 2) 
          against the companies
          -the pool leaders from the redemption loan according to Section 1 (6) 
          against the WGR
          -LAKRA from the indemnity bond as mentioned in Section 1 (6) against 
          the WGR
          -the remaining banks from their bond assumptions according to 
          Section 1 (6) against the WGR

(3)  The securities according to Section 2(3) a), b), c), d), e), (4) a)
     thus serve as security against all existing, future and conditional 
     claims which the banks might make against WGR for exceeding the credit 
     lines according to Section 1 (1) as well as claims by other bank-related 
     business relations.

(4)  Should WGMH and/or WGR have assumed liability for debts from another 
     customer of the particular bank (for example as a guarantor), the 
     individual security only assures the debt from the assumption of 
     liabilities when it is due and only when WGMH and/or WGR is providing 
     security.

                                  Section 4
                           Release of securities

(1)  After release from the claims secured in Section 3, the banks have to give
     the securities taken in as a result of this contract back to the 
     provider of the security and return any excess proceeds, insofar as the 
     securities were not needed. This is not the case when the banks are 
     obliged to pass securities over to a third party (for example a 
     guarantor, who has satisfied one or several of the banks).

(2)  The banks are already obliged to release pool securities upon demand if 
     and insofar as the realisable value of the pool securities exceeds 120% 
     of the claims secured by the banks (for an ongoing period). The value of 
     the securities which can be realised is defined by the individual 
     security agreements; should there be mistakes in these then it is to be 
     defined by the type of the individual security.

<PAGE>

(3)  The agreements reached in the individual security agreements regarding 
     coverage amounts and release obligations are completed for the duration 
     of this pool contract by the regulations set out above.

                                   Section 5
                 Trust relationship / security administration

(1)  The pool leader will administer the securities included in this contract 
     in trust for the other banks and utilise them as necessary. The 
     acquisition rights named as pool securities Section 2 (1) a), b), c), 
     d), e), f), (4) a) (mortgage rights) are also to be administered and 
     utilised by the pool leader in the name of and on behalf of the 
     remaining banks. The pool leader is also allowed (beside the banks 
     holding the securities), but not obliged to use the controlling and 
     administrative rights arising from the security contracts in its own 
     name. The release or partial release of securities requires the approval 
     of the banks. For the release obligations according to Section 4 (2), 
     this approval is only required for the selection of the securities to be 
     released.

(2)  Upon request, the pool leader will send copies of the contracts for the 
     securities which it is holding to the other banks for them to check at 
     their own risk. If there should be complaints, these have to be made to 
     the pool leader immediately, so that a regulation agreeable to all banks 
     can be reached. If securities are held by a bank which is not the pool 
     leader, then this regulation is valid accordingly.

(3)  The banks authorise the pool leader to make all declarations necessary 
     for ordering, managing and utilising the securities in its own name and 
     to receive such in its own name. The pool leader is also authorised by 
     the banks to carry out all negotiations necessary or pertinent. The pool 
     leader is freed from all restrictions contained in Section 181 BGB for 
     all the measures it takes resulting from this contract.

(4)  The pool leader and/or each bank holding a security my only pass on the 
     administration of the securities to another trustee with the approval of 
     the other banks. The trustee is freed from the restrictions contained in 
     Section 181 BGB.

                                   Section 6
                                  Utilisation

(1)  The pool leader will utilise the securities given in Section 2 in its 
     own name, but for the account of all the banks. Insofar as securities 
     are not held by the pool leader, these are to be utilised by the holding 
     bank after consultation with and approval from the pool leader for the 
     account of the other banks.

(2)  The banks will decide democratically when securities are to be utilised. 
     In urgent cases the pool leader will decide this alone upon its own due 
     judgement; in this case the pool leader will inform the other banks of 
     the measures taken without delay.

(3)  The banks will adhere to the utilisation requirements contained in the 
     individual security contracts.

<PAGE>

                                   Section 7
                              Balance of payments

(1)  The companies will distribute the credit taken proportionately amongst 
     the credit lines detailed in Section 1 (1) insofar as this is possible.

(2)  According to the irrevocable orders of the companies, the banks obligate 
     themselves that in the event of a security having to be utilised as per 
     Section 6, they will bring their credit requirements which do not exceed 
     their cash credit lines as per Section 1 (1) into such a position (by 
     corresponding transfers) that the credit level taken up is proportionate 
     to the cash credit lines for all banks. The individual banks thereby to 
     set off any holdings in other accounts of both companies against their 
     credit requirements, which are in line with the cash credit lines given 
     in Section 1 (1). Charges arising from cheques and debit note returns 
     will be charged to the appropriate liabilities in line with the balance 
     of sums due. This will not be the case when the cash credit lines 
     detailed in Section 1 (1) will be exceeded by us,

(3)  Insofar as the cash credit line is given as a compound line, then its 
     liabilities arising from bill discounts are only valid insofar as these 
     are taken up, should a deficit occur. Liabilities from guarantee or 
     acceptance credits as well as from opened letters of credit will only be 
     regarded as availments when payments are made on these by the pool banks.

(4)  Target day for repayment of the balance is the realisation of a decision 
     on the introduction of utilisation measures as per Section 6 (2) 
     sentence 1 and/or in individual cases the earliest receipt of 
     notification from the pool leader about the commencement of utilisation 
     measures as per Section 6 (2) sentence 2 by the other banks.

(5)  If the accounting criteria change after a balance of payment has been 
     carried out (for example by charging further holdings or payments from 
     guarantees), then a new balance of payments is to be made.

(6)  Insofar as the balance of payments detailed cannot be carried out for 
     the companies or for a third party for legal reasons, then the banks are 
     obliged to reach a corresponding result internally. In doing this it is 
     of no import which one of the companies assumed the credit under their 
     joint liability.

                                   Section 8
                            Distribution of proceeds

(1)  The proceeds from utilisation of the securities provided by WGMH 
     (Section 2 (1), (2), (5), (6)) are to be used in the following order:

     a)   To pay the costs, any taxes and other expenses which arise from the 
          administration and utilisation of the securities and to pay the 
          pool leader (Section 9);

     b)   To repay the claims which are due to:

<PAGE>

          - the banks, from granting credit as per Section 1 (1,2) to the 
          companies the Commerzbank from the repayment loan as per Section 1 
          (5) from WGR 

          - LAKRA from the deficit guarantee for WGR as mentioned in 
          Section 1 (5)

          - the remaining banks for their assumption of guarantees as per 
          Section 1 (5) for WGR.

          This is to occur in an order equal priority and proportionately 
          according to the claims being made. For claims which arise from 
          credit granted according to Section 1 (1,2), the level of credit 
          taken up after the balance of payments has been carried out as per 
          Section 7 is applicable. However only the liabilities are based on 
          the distribution key which do not exceed the credit lines mentioned 
          in Section (1).

     c)   To pay off the money owed to the banks, whose credit lines have been 
          exceeded according to Section (1) in a manner proportional to the 
          amount exceeded.

     d)   To pay off the money owed to band for additionally granted credits 
          and in a manner which is equal in its relationship of the assumption 
          of the additional credit as long as they are not returned out of the 
          third party proceeds from the separately ordered securities 
          (Section 2 (6));

     e)   To fulfil the other claims from the bangs against WGMH based on the 
          banking business transaction, and in an equal relationship with the 
          remaining claims.

(2)  The proceeds from the utilisation of the securities offered by the WGR 
     according to Section 2 (2) a), b), c), d), e), (4) a), (5), (6) is to be 
     applied according to the following order of priority:

     a)   to cover costs, any taxes or other expenses which arise from 
          administrating and utilising the securities as well as 
          recompensation for the pool leader. (Section 9);

     b)   to pay of any claims due to:
            - the banks, from granting credit as per Section 1 (1,2) to the 
              companies
            - the Commerzbank from the repayment loan as per Section 1 (5) 
              from WGR
            - LAKRA from the deficit guarantee for WGR as mentioned in Section 1
              (5)
            - the remaining banks for their assumption of guarantees as per 
              Section 1 (5) for WGR.
            This is to occur in an order equal priority and proportionately 
            according to the claims being made. For claims which arise from 
            credit granted according to Section 1 (1,2), the level of credit 
            taken up after the balance of payments has been carried out as per 
            Section 7 is applicable. However only the liabilities are based on 
            the distribution key which do not exceed the credit lines mentioned 
            in Section (1).

     c)   To pay off the money owed to the banks, whose credit lines have 
          been exceeded according to Section (1) as well as any bank-related 
          business claims against the WGR in a manner proportional to the 
          amount exceeded.

<PAGE>


(3)  Proceeds which are not required are to be transferred to the guarantor 
     unless the banks are required to pay these to a third party who has 
     satisfied one or more banks (for example a bond).

(4)  Should there be a claim arising from discount, guarantee or acceptance 
     credits, or from letters of credit which have been opened, then this is 
     to be dealt with as per Section 7 (3).

(5)  If the level of the claims to be respected is not set at the time of the 
     distribution of proceeds, then they will not be considered when the 
     share ratio for the proceeds is being set. A final calculation of the 
     share ratio will be made only after these amounts have been set. The 
     changes which occur as a result of this in the amounts due from the 
     proceeds to the individual contacting parties are to be evened out 
     between the contracting parties (also insofar as payments have already 
     been made).

(6)  The banks are empowered to change the distribution key at any time.
                                       
                                   Section 9
                            Costs, taxes, payment

(1)  All costs and taxes which the pool leader and/or any other security 
     holding bank incurs as a result of this security pool contract, 
     especially in connection with the administration and any utilisation of 
     the securities are to be borne by the companies.

     The pool leader has a claim against the company for fulfilling its 
     obligations arising from this contract for a yearly fee. This fee is to 
     be 0.25% of the credit lines as per Section 1 (1) and (5) plus VAT at the 
     legal rate on this sum. This fee is due for the year in which the 
     contract is closed (one full years payment is then due) and for the 
     following years the fee is payable in advance on the first working day 
     of the year.

(2)  Insofar as the costs and taxes are not paid by WGMH, then the banks are 
     responsible for their payment, proportionately as per the credit lines 
     detailed in Section 1.
                                       
                                  Section 10
                          Notification / Information

(1)  The pool leader will inform the other banks as it sees fit about the 
     status of execution. The banks will provide the pool leader with such 
     information as is necessary for this.

(2)  The banks will inform each other if facts should become known which 
     could seriously affect repayment of the credit lines detailed in Section 1.

(3)  Upon request, each bank has to inform the other banks about their claims 
     on the company and the securities, insofar as these affect this contract 
     and its execution.







<PAGE>

(4)  The company and the other guarantors free the banks from banking secrecy 
     for this.

                                 Section 11
                           Duration and termination

(1)  This pool contract is closed for an unlimited period.

(2)  Each pool bank may terminate the contract with a notice period of 3 
     months to the end of the quarter. The first possible termination date 
     is, however, 31st December 1999. The date of termination is seen as 
     being the date upon which the pool leader receives the termination 
     letter. If the pool leader should terminate the contract, then the date 
     of termination is seen as being the date upon which the letter of 
     termination is received by the other banks. The earliest receipt by 
     another bank is the deciding factor. Upon termination, the terminating 
     bank exits the pool. The pool will be continued by the other banks.

(3)  If termination should occur as per paragraph (2), then the distribution 
     of the securities shall still require special consultation amongst the 
     banks. The companies and third party guarantors are obliged to 
     co-operate with the transfer of securities, insofar as this is legally 
     required. Upon request of any one bank, a balance of payments as per the 
     regulations given in Section 7 is to be conducted upon the termination 
     of any bank. This balance of payments is to include the terminating bank.

                                 Section 12
       Place of fulfilment, place of jurisdiction and governing law

(1)  It has been agreed that Stuttgart shall be the place of fulfilment and 
     jurisdiction for all obligations arising from this contract.

(2)  This contract is governed by the laws of the Federal Republic of Germany

                                 Section 13
                   Alterations and additions to the contract

(1)  Alterations and additions to this contract must be made in writing to be 
     valid. The same applies for renunciation of this form requirement. 
     Ancillary agreements have not been met.

(2)  This contract is also valid should the shareholders change or if the 
     companies should change their legal form.

                                 Section 14
                            Salvatorial clause

Insofar as any one of the clauses of this contract or several of the clauses 
of this contract should become cease to be legal or impossible to apply, then 
the remaining clauses are not affected by this. The contracting parties will 
replace invalid or inapplicable clauses with others, which corresponds to 
that which was desired with 

<PAGE>

the original clause and is as close as possible to the contents of the clause 
being replaced. The same applies if omissions are found which need to be 
amended.

                                                /s/ Herr Weihing
     REUTLINGEN  6 NOV 1997                     /s/ Herr Schopp
--------------------------------           --------------------------------
        (Place/Date)                               (Commerzbank)


                                                 /s/ Herr Koppka
     REUTLINGEN  10 NOV 1997                     /s/ Herr Dr. Arndt
--------------------------------           --------------------------------
        (Place/Date)                                   (BW Bank)

                                                /s/ Herr Servais
     REUTLINGEN  10 NOV 1997                    /s/ Herr Buhler
--------------------------------           --------------------------------
        (Place/Date)                                (Deutsche Bank)

                                                 /s/ Herr Fugen
     REUTLINGEN  10 NOV 1997                     /s/ Herr Diedler
--------------------------------           --------------------------------
        (Place/Date)                               (Kreissparkasse)

                                                 /s/ Frau Diem
     STUTTGART  11 NOV 1997                      /s/ Herr Horgung
--------------------------------           --------------------------------
        (Place/Date)                               (Landesgirokasse)

                                                 /s/ Herr Haussler
     STUTTGART  11 NOV 1997                      /s/ Herr Hellenschmidt
--------------------------------           --------------------------------
        (Place/Date)                               (Stuttgarter Bank)


We, Wandel & Goltermann Management Holding GmbH and Wandel & Goltermann GmbH 
& Co. Elektronische Messtechnik, assume all obligations which affect us as a 
result of this contract and also agree to it; especially the regulations set 
out in Section 3 (Purpose of security), Section 7 (Balance of payments), 
Section 9 (Costs) and Section 10 (Notification).

     REUTLINGEN 6 NOV 1997                          /s/ A. WANDEL
--------------------------------           --------------------------------
        (Place/Date)                       (Wandel & Goltermann Management 
                                                     Holding GmbH)

     REUTLINGEN 6 NOV 1997                          /s/ A. WANDEL
--------------------------------           --------------------------------
        (Place/Date)                       (Wandel & Goltermann GmbH & Co.
                                                  Elektr. Messtechnik)