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                                 EMPLOYMENT AGREEMENT

          AGREEMENT, dated as of September 30, 1998, by and between Wavetek 
Wandel & Goltermann, Inc., a Delaware corporation (the "Company"), and Peter 
Wagner (the "Employee").

          WHEREAS, Employee has been employed as an executive officer of 
Company; and

          WHEREAS, Company and Employee wish to set forth the terms of the 
Employee's continued 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 
September 30, 1998, and ending on September 29, 2001; PROVIDED, HOWEVER, that 
commencing on September 30, 1999 and on the September 30 of each year 
thereafter, the term of the Agreement shall automatically be extended for one 
additional year unless at least 30 days prior to any such date, Company or 
Employee shall have given notice in accordance with Section 11 hereof that 
such extension shall not occur.

          3.   DUTIES DURING THE PERIOD OF EMPLOYMENT.

          During the Period of Employment, Employee shall serve as President 
and Chief Executive Officer of the Company and shall have such duties and 
responsibilities as are assigned to Employee by the Board of Directors of 
Employee's full business time, attention and efforts to the affairs of 
Company during the Period of Employment, PROVIDED, HOWEVER, that Employee 


<PAGE>

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 set forth on Exhibit A.

          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 990,000 DM of which:  (i) 66 2/3% shall be base salary, 
payable in accordance with the Company's payroll practices for senior 
executives and (ii) 33 1/3% 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 Board of Directors 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.

          5.   OTHER EMPLOYEE BENEFITS.

          (a)  VACATION AND SICK LEAVE.

          Employee shall be entitled to reasonable paid annual vacation 
periods and 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.

                                      -2-
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          (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.

          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 the base salary payable to Employee pursuant to Section 4 as of the 
date of termination of the Period of Employment for the greater of (i) the 
balance of the Period of Employment or (ii) twelve months.

          "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 

                                      -3-
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identifies the manner in which Company believes Employee has not 
substantially performed his duties; conviction of, or plea of NOLO CONTENDERE 
to, a felony; habitual abuse of narcotics or alcohol; 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 30 days' 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 (a) 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 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 

                                      -4-
<PAGE>

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.   NONCOMPETITION AGREEMENT.

          Without the consent in writing of the Board of Directors of Company 
which will not be unreasonably withheld, upon termination of Employee's 
employment for any reason whatsoever, Employee will not for a period of one 
year thereafter (i) 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) 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.

          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 

                                      -5-
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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 laws of the State of Delaware, 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 five (5) days after deposit 
thereof in the U.S. mails, postage prepaid, for delivery as registered or 
certified mail, addressed to the respective party at the address set forth 
below or to such other address as may hereafter be designated by like notice. 
Unless otherwise notified as set forth above, notice shall be sent to each 
party as follows:

          (a)  Employee, to:

               Peter Wagner
               Bergasse 75
               Reutlingen 72762  Germany

          (b)  Company, to:

               Wavetek Wandel & Goltermann, Inc.
               1030A Swabia Court
               P.O. Box 113585
               Research Triangle Park, North Carolina  27709-3585

               Attention:  Chief Financial Officer

                                      -6-
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          In lieu of personal notice or notice by deposit in the U.S. mail, a 
party may give notice by confirmed telegram, telex or fax, which shall be 
effective upon receipt.

          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.

          (b)  ADVERSE TAX CONSEQUENCES

          In the event this Agreement will result in adverse tax consequences 
to Employee, the parties shall negotiate in good faith a new or amended 
Agreement which eliminates, to the extent practicable, such adverse tax 
treatment.

          (c)  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, INC.


     
                         By:   /s/ Terence J. Gooding                       
                             -----------------------------------------
                               Terence J. Gooding
                               Co-Chairman of the Board of Directors



                               /s/ Peter Wagner            
                             ------------------------------------------
                                     Peter Wagner

                                      -7-
<PAGE>

                         EXHIBIT A TO EMPLOYMENT AGREEMENT
                     BETWEEN WAVETEK WANDEL & GOLTERMANN, INC.
                                  AND PETER WAGNER


PRINCIPAL PLACE OF EMPLOYMENT

     Eningen, Germany


ADDITIONAL BENEFITS

     Employee shall be entitled to the following benefits as provided in his 
employment agreement with Wandel & Goltermann in effect immediately prior to 
the beginning of the Period of Employment:  company car with mobile phone, 
private telephone and facsimile machine at home for business use, illness and 
death benefits and special pension arrangements.