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                              EMPLOYMENT AGREEMENT



AGREEMENT, dated as of January 14, 1999 by and between Wavetek Wandel &
Goltermann Management Holding GmbH (the "Company"), and Jean-Philippe Dara (the
"Employee").

WHEREAS, Employee has been employed as a senior executive of Company; and

WHEREAS, Company and Employee wish to set forth the terms of the Employee's
employment by Company;

NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants:

herein contained, and other good and valuable consideration, the parties hereto
agree as follows:



1.       EMPLOYMENT.

Company hereby employs Employee, and Employee agrees to serve as an employee of
the Company, on the terms and conditions set forth in this Agreement.



2.       PERIOD OF EMPLOYMENT.

The "Period of Employment" shall be the period commencing on February 15, 1999,
and ending on February 14, 2002; provided, however, that commencing on February
15, 2002 and on the February 15 of each year thereafter, the term of the
Agreement shall automatically be extended for one additional year unless at
least 12 months prior to any such date, Company or Employee shall have given
notice in accordance with Section 11 hereof that such extension shall not occur.


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3.       DUTIES DURING THE PERIOD OF EMPLOYMENT.

During the Period of Employment, Employee shall serve as Senior Vice President
Human Resources of the Company and shall have such duties and responsibilities
as are assigned to Employee by the Chief Executive Officer commensurate with
such position. Employee shall devote Employee's full business time, attention
and efforts to the affairs of Company during the Period of Employment, provided,
however, that Employee may engage in other activities, such as activities
involving professional, charitable, educational, religious and similar types of
organizations, speaking engagements, membership on the board of directors of
such other organizations as Company may from time to time agree to, and similar
type activities to the extent that such other activities do not inhibit or
prohibit the performance of Employee's duties under this Agreement, or conflict
in any material way with the business of Company and its affiliates.

In performing such duties, Employee's principal place of employment shall be at
the offices of the Company

                                     Wavetek Wandel & Goltermann
                                     Management Holding GmbH
                                     Arbachtalstr. 6
                                     72800 Eningen u.A.
                                     Germany

The company has the right to change the working location, the assigned duties
and function if personal or company internal circumstances require this.



4.       CURRENT CASH COMPENSATION.

As compensation for Employee's services hereunder, during the Period of
Employment Employee will be entitled to target total compensation at the annual
rate of DM 420,000 (fourhundredandtwentythousand Deutsch Mark) of which:

(i) DM 300,000.-- shall be base salary, payable in accordance with the Company's
payroll practices for senior executives and

(ii) DM 120,000.-- shall be target bonus, payable in accordance with Company's
annual bonus plan. Company shall review such target total compensation annually
and in light of such review may, in the discretion of the Chief Executive
Officer of Company (but shall not be obligated to), increase such target total
compensation taking into account any change in Employee's then responsibilities,
increases in the cost of living, performance by Employee, and other pertinent
factors.

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(iii) The targeted salary is assured for one year on a pro rata basis, e.g.
7.5/12 of DM 420,000 for period February 15 to September 30, 1999 and 4.5/12 of
DM 420,000 for FY 1999/00. The 4.5/12 will be balanced with the bonus payment
for FY 1999/00.



5.       OTHER EMPLOYEE BENEFITS.

(a)      VACATION AND SICK LEAVE.

Employee shall be entitled to a 30 days paid annual vacation period and 6 weeks
sick leave in accordance with the Company's executive vacation and sick leave
policies.

(b)      REGULAR REIMBURSED BUSINESS EXPENSES.

Company shall reimburse Employee for all expenses and disbursements reasonably
incurred by Employee in the performance of Employee's duties during the Period
of Employment, and provide such other facilities or services as Company and
Employee may, from time to time, agree are appropriate, all in accordance with
Company's established policies.

(c)      EMPLOYEE BENEFIT PLANS.

In addition to the cash compensation provided for in Section 4 hereof, Employee,
subject to meeting eligibility provisions and to the provisions of this
Agreement, shall be entitled to participate in Company's employee benefit plans,
as presently in effect or as they may be modified or added to by Company from
time to time.

(d)      EXECUTIVE COMPENSATION PLANS.

In addition to the cash compensation provided for in Section 4 hereof and the
employee benefits provided for in paragraph (c) of this Section, Employee,
subject to meeting eligibility provisions and to the provisions of this
Agreement, shall be entitled to participate in Company's executive compensation
plans, as presently in effect or as they may be modified or added to by Company
from time to time.

(e)      ADDITIONAL BENEFITS.

In addition to the cash compensation provided for in Section 4 hereof and
participation in the employee benefit and executive compensation plans provided
in paragraphs (c) and (d) of this Section, Employee shall be entitled to the
additional benefits set forth in Exhibit A.

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6.       TERMINATION.

(a)      TERMINATION BY COMPANY WITHOUT CAUSE.

If Company should terminate the Period of Employment without Cause as defined
below, in addition to any other compensation and benefits payable as provided
for hereunder, Company shall pay to Employee a lump sum amount equal to one
year's base salary payable to Employee pursuant to Section 4 as of the date of
termination of the Period of Employment.

"Cause" shall mean the willful and continued failure by Employee to use
reasonable effort to substantially perform Employee's duties with Company (other
than any such failure resulting from incapacity due to physical or mental
illness) after a demand for substantial performance is delivered to Employee by
the Company which specifically identifies the manner in which Company believes
Employee has not substantially performed his duties; conviction of, or plea of
NOLO CONTENDERE to, a felony; fraud, material dishonesty or gross misconduct in
connection with the business of the Company.

(b)      TERMINATION BY EMPLOYEE; TERMINATION BY COMPANY FOR CAUSE.

Employee shall have the right, upon 12 months' prior written notice given to
Company, to terminate the Period of Employment. If Employee should terminate the
Period of Employment or Company should terminate the Period of Employment for
Cause, Employee will be entitled only to be paid the base annual salary
otherwise payable to Employee under paragraph (i) of Section 4 through the end
of the month in which the Period of Employment is terminated.


7.       CONFIDENTIAL INFORMATION.

Employee agrees to keep secret and retain in the strictest confidence all
confidential matters which relate to Company or any affiliate of Company,
including, without limitation, customer lists, client lists, trade secrets,
pricing policies and other business affairs of Company and any affiliate of
Company learned by Employee from Company or any such affiliate or otherwise
before or after the date of this Agreement, and not to disclose any such
confidential matter to anyone outside Company or any of its affiliates, whether
during or after Employee's period of service with Company, except as may be
required by a court of law, by any governmental agency having supervisory
authority over the

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business of the Company or by any administrative or legislative body (including
a committee thereof) with apparent jurisdiction to order him to divulge,
disclose or make accessible such information. Employee agrees to give Company
advance written notice of any disclosure pursuant to the preceding sentence and
to cooperate with any efforts by Company to limit the extent of such disclosure.
Upon request by Company, Employee agrees to deliver promptly to Company upon
termination of Employee's services for Company, or at any time thereafter as
Company may request, all Company or affiliate memoranda, notes, records,
reports, manuals, drawings, designs, computer files in any media and other
documents (and all copies thereof) relating to Company's or any affiliate's
business and all property of Company or any affiliate associated therewith,
which Employee may then possess or have under Employee's control, other than
personal notes, diaries, rolodexes and correspondence.


8.       NON-COMPETITION AGREEMENT.

Without the consent in writing of the Chief Executive Officer which will not be
unreasonably withheld, upon termination of Employee's employment for any reason
whatsoever, Employee will not

(i) for a period of one year engage in, or carry on, directly or indirectly,
either for himself or as a member of a partnership or as a stockholder,
investor, officer or director of a corporation or as an employee, agent,
associate, adviser or consultant of any person, partnership or corporation, any
business in competition with the business carried on by Company or any of its
affiliates or

(ii) for a period of one year employ or seek to employ any person then employed
by the Company or any of its affiliates. Notwithstanding the preceding sentence,
Employee shall not be prohibited from owning less than five percent (5%) of any
publicly traded corporation (whether or not such corporation is in competition
with Company or its affiliates).

It is the intention of the parties hereto that the restrictions contained in
this Section be enforceable to the fullest extent permitted by applicable law.
Therefore, to the extent any court of competent jurisdiction shall determine
that any portion of the foregoing restrictions is excessive, such provision
shall not be entirely void, but rather shall be limited or revised only to the
extent necessary to make it enforceable.

Employee confirms that all restrictions in this Section are reasonable and valid
and hereby waives all defenses to the strict enforcement thereof by Company.

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9.       REMEDY.

Should Employee engage in or perform, either directly or indirectly, any of the
acts prohibited by Sections 7 and 8 hereof, it is agreed that Company shall be
entitled to full injunctive relief, to be issued by any competent court of
equity, enjoining and restraining Employee and each and every other person,
firm, organization, association, or corporation concerned therein, from the
continuance of such violative acts. The foregoing remedy available to Company
shall not be deemed to limit or prevent the exercise by Company of any or all
further rights and remedies which may be available to Company hereunder or at
law or in equity.



10.      GOVERNING LAW.

This Agreement is governed by and is to be construed and enforced in accordance
with the German laws, without reference to rules relating to conflicts of law.
If under such law, any portion of this Agreement is at any time deemed to be in
conflict with any applicable statute, rule, regulation or ordinance, such
portion shall be deemed to be modified or altered to conform thereto or, if that
is not possible, to be omitted from this Agreement; the invalidity of any such
portion shall not affect the force, effect and validity of the remaining portion
hereof.



11.      NOTICES.

All notices under this Agreement shall be in writing and shall be deemed
effective when delivered in person, or for delivery as registered or certified
mail, addressed to the respective party.



12.      MISCELLANEOUS.

(a)      ENTIRE AGREEMENT.

This Agreement constitutes the entire understanding between Company and Employee
relating to employment of Employee by Company and supersedes and cancels all
prior written and oral agreements and understandings with respect to the subject
matter of this Agreement. This Agreement may be amended but only by a subsequent
written agreement of the parties. This Agreement shall be binding upon and shall
inure to the benefit of Employee, Employee's heirs, executors, administrators
and beneficiaries, and Company and its successors.

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(b)      WITHHOLDING TAXES.

All amounts payable to Employee under this Agreement shall be subject to
applicable withholding of income, employment and other taxes.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
year and day first above written.



Wavetek Wandel & Goltermann                                   Employee
Management Holding GmbH



Peter Wagner      Karl-Heinz Eisemann                Jean-Philippe Dara



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                                    EXHIBIT A

                             TO EMPLOYMENT AGREEMENT
                                     BETWEEN
                           WAVETEK WANDEL & GOLTERMANN
                                       AND
                               JEAN PHILIPPE DARA






Additional Benefits

(i)      The company provides the employee with a company car for company
         business as well as for private use. The employee may freely select
         from a list of makes, models and price classes, approved by the
         company.

(ii)     The company pays the telephone and facsimile charges for employee's
         private telephone connection and a mobile telephone including the
         standing charges.

(iii)    The company guarantees employee an option to purchase 20,000 shares,
         vested for 4 years, under the conditions of the "Share Option Program"
         which is currently under discussion with the Board of Directors.

(iv)     The company insures employee against accident at work or outside work
         for the sum of DM 200,000 in the event of death and DM 400,000 in the
         event of disablement.

(v)      The company will relocate employee's household goods from employee's
         home in France to Germany. Until that time the company will pay for a
         hotel room and for up to six two-way-flights from Stuttgart to Paris
         during this period. The company also pays for agency fees for
         employee's new home/apartment.

(vi)     The company pays for employee's and his wife's language lessons in
         German as required.

(vii)    The company looks for professional tax assistance by Arthur Andersen.


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