CHANGE OF CONTROL AGREEMENT
THIS  AGREEMENT,  dated  February 23, 1998, by and between:  C-COR  ELECTRONICS,
INC., a Pennsylvania corporation (the "Company"),
                                      -AND-
                       Lynn D. Hutcheson (the "Employee").
                                     Recital
     A. Employee is an executive of the Company with  significant  policy-making
and operational responsibilities in the conduct of its business.
     B. The Company  recognizes  that  Employee is a valuable  resource  for the
Company  and the  Company  desires  to be assured  of the  continued  service of
Employee.
     C. The Company is concerned  that upon a possible or  threatened  change in
control  Employee may have concerns  about the  continuation  of his  employment
and/or his status and  responsibilities  and may be  approached  by others  with
employment  opportunities,  and desires to provide Employee some assurance as to
the  continuation  of  his  employment  status  and  responsibilities  on  basis
consistent  with  that  which he has  earned in the  event of such  possible  or
threatened change in control.
     D. The  Company  desires  to assure  that if a  possible  change of control
situation  should  arise and  Employee  should be involved in  deliberations  or
negotiations in connection therewith that Employee would be in a secure position
to consider  and/or  negotiate  such  transaction as objectively as possible and
without implied threat to his financial well-being.
     E. The Company is concerned  about the  possible  effect on Employee of the
uncertainties created by any proposed change in control of the Company.
     F.  Employee is willing to continue to serve but desires  that in the event
of such a change in control he will continue to have the responsibility, status,
income,  benefits and  perquisites  that he received  immediately  prior to that
event.
                                   Agreements

     The parties do hereby agree as follows:
     1. Change of Control.  The  provisions of Section 2 and 3 of this Agreement
shall become  operative upon a change in control of the Company,  as hereinafter
defined.  For purposes of this Agreement,  a "change in control" shall be deemed
to have occurred if and when:
     (a)  Subsequent  to the  date of this  Agreement,  any  person  or group of
persons acting in concert shall have acquired  ownership of or the right to vote
or to direct the voting of shares of capital  stock of the Company  representing
30% or more of the total voting power of the Company, or
     (b) The  Company  shall  have  merged  into or  consolidated  with  another
corporation,  or merged another corporation into the Company, on a basis whereby
less  than  50% of the  total  voting  power  of the  surviving  corporation  is
represented by shares held by former  shareholders  of the Company prior to such
merger or consolidation, or
     (c) The  Company  shall  have sold more than 50% of its  assets to  another
corporation or other entity or person, or
     (d) As the result of, or in  connection  with,  any cash tender or exchange
offer,  merger  or other  business  combination,  sale of  assets  or  contested
election,  the persons who were Directors of the Company before such transaction
cease to constitute a majority of Directors of the Company.
     2.  Termination  Within  Eighteen  (18)  Months.  In  the  event  that  the
employment  of Employee  with the  Company is  terminated  involuntarily  within
eighteen (18) months after a change in control occurs:
     (a)  Employee  shall be  entitled to receive an amount of cash equal to the
sum of the following amounts:
     (i) two (2) times his annual salary at his rate on the date of  termination
of employment (but not less than two times Employee's annual salary prior to the
change of Control); and
     (ii) two (2) times the Company's annual 401(k) retirement plan contribution
at the Employee's  contribution  rate on the  termination of his employment (but
not less than the amount the  company was  matching  prior to Change of Control)
(subject to  applicable  limitations  of the Internal  Revenue  Code,  which may
dictate that such amount shall not be added to the retirement  plan but shall be
paid in  cash).  The sum of  these  amounts  shall  be  paid  in  equal  monthly
installments  over  a  period  of  twenty-four  (24)  months,   the  first  such
installment  to be paid  within ten (10) days after  Employee's  termination  of
employment.
     (b)  Employee  shall be  entitled to receive an amount of cash equal to two
times the average of the Profit  Incentive Plan ("PIP") payments of the last two
years awarded to him under the PIP of the company, pursuant to the terms of such
Plan as in effect immediately prior to such change of control.  Such amount will
be paid to the Employee within ten (10) days after termination of employment.
     (c) Employee  shall continue for a period of 24 months from the date of his
termination  to be  covered  at the  expense  of the  Company  by  the  same  or
equivalent health, dental,  accident, life and disability insurance coverages as
he was enrolled in immediately prior to termination of his employment; provided,
however,  that the Employee may elect to be paid in cash within thirty (30) days
after  termination  of his  employment an amount equal to the Company's  cost of
providing such coverages during such period.
     (d)  If  on  the  date  of  termination  of  employment,  Employee  were  a
participant in the Company's Supplemental Retirement Plan, Employee shall become
eligible for the benefits  payable  under such Plan and such  benefits  shall be
paid to Employee, or, if applicable, Employee's beneficiary, in the same manner,
amounts and  intervals  as if Employee  had, on the date of his  termination  of
employment  following  a change of control,  retired  from  employment  with the
Company.  If Employee has not attained  age  fifty-five  (55) on the date of his
termination of employment  due to a change of control,  Employee shall be deemed
to have  attained  age  fifty-five  (55)  for the  purpose  of  determining  his
eligibility for benefits under the  Supplemental  Retirement  Plan, and only for
this purpose.
     (e)  All  outstanding  options  held  by  Employee,  both  exercisable  and
nonexercisable,  shall be  immediately  exercisable  regardless  of the time the
option  has been held by  Employee  and shall  remain  exercisable  until  their
original  expiration  date,  subject to applicable  requirements of the Internal
Revenue Code.
     3. Other Events.  If Employee resigns from the Company within eighteen (18)
months of a change  of  control,  Employee  shall be  entitled  to  receive  all
payments and enjoy all of the benefits  specified in Section 2 hereof should one
or more of the following  events occur within  eighteen (18) months  following a
change in control:
     (a) If Employee  determines that there has been a significant change in his
responsibilities  or duties  with the Company  and,  for that  reason,  Employee
resigns from the Company; or
     (b) If the base  salary  paid by the Company to Employee is reduced by more
than ten  (10%)  percent  from his  salary  immediately  prior to the  change in
control; or
     (c) If the Company  requires  Employee to relocate his  principal  place of
work to a location more than forty (40) miles from the  Employee's  former place
of work.
     4. Agreements Not Exclusive. The specific agreements referred to herein are
not intended to exclude Employee's  participation in other benefits available to
executive personnel generally or to preclude other compensation  benefits as may
be authorized by the Board of Directors of the Company at any time, and shall be
in addition to the provisions of any other employment or similar agreements.
     5.  Enforcement  Costs.  The Company is aware that upon the occurrence of a
change in control the Board of  Directors  or a  shareholder  of the Company may
then  cause or  attempt  to cause the  Company  to  refuse  to  comply  with its
obligations  under this Agreement,  or may cause or attempt to cause the Company
to  institute,  or may  institute,  litigation  seeking  to have this  Agreement
declared  unenforceable,  or may take, or attempt to take,  other action to deny
Employee the benefits intended under this Agreement. In these circumstances, the
purpose of this Agreement  could be frustrated.  It is the intent of the company
that  Employee  not be  required  to  incur  the  expenses  associated  with the
enforcement  of his rights  under this  agreement by  litigation  or other legal
action because the cost and expense thereof would substantially detract from the
benefits  extended  to  Employee  hereunder,  nor  be  bound  to  negotiate  any
settlement  of his rights  hereunder  under threat of incurring  such  expenses.
Accordingly, if following a change of control, it should appear to Employee that
the  Company  has  failed  to  comply  with any of its  obligations  under  this
Agreement  or in the event that the Company or any other person takes any action
to declare this Agreement void or unenforceable, or institutes any litigation or
other legal action  designed to deny,  diminish or to recover from  Employee the
benefits  intended to be provided to Employee  hereunder  and that  Employee has
complied with all reasonable  obligations related to Employee's  employment with
the Company,  the Company  irrevocably  authorizes Employee from time to time to
retain  counsel of his choice at the direct expense and liability of the company
as provided in this  Section 5, to  represent  Employee in  connection  with the
initiation or defense of any  litigation  or other legal  action,  whether by or
against  the  Company or any  director,  officer,  shareholder  or other  person
affiliated with the Company,  in any jurisdiction.  Notwithstanding any existing
or prior attorney-client  relationship between the Company and such counsel, the
Company  irrevocably  consents  to  Employee  entering  into an  attorney-client
relationship with such counsel,  and in that connection the Company and Employee
agree that a  confidential  relationship  shall exist between  Employee and such
counsel.  The reasonable fees and expenses of counsel selected from time to time
by Employee as  hereinabove  provided shall be paid or reimbursed to Employee by
the  Company on a regular,  periodic  basis upon  presentation  by Employee of a
statement  or  statements  prepared  by such  counsel  in  accordance  with  its
customary practices up to a maximum aggregate amount of $500,000, said amount to
be "grossed  up", to cover  federal and state  income  taxes.  The amount of the
gross up shall be calculated in accordance with the following formula: A/ (1-R),
where A is the amount of legal fees and R is the combined  highest  marginal tax
rate applicable to employee in the tax year that the payment is made.
     6. No  Set-off.  The Company  shall not be entitled to set-off  against the
amount  payable to Employee any amounts  earned by Employee in other  employment
after termination of his employment with the Company, or any amounts which might
have been earned by Employee in other employment had he sought other employment.
The amounts  payable to Employee  under this  Agreement  shall not be treated as
damages but as severance compensation to which Employee is entitled by reason of
termination  of  his  employment  in  the  circumstances  contemplated  by  this
Agreement.  However,  a set-off may be taken by the Company  against the amounts
payable to Employee  for  expenses  covering  the same or  equivalent  hospital,
medical,  accident,  and disability  insurance coverages as set forth in Section
2(c) of this  Agreement if such benefit is paid for the Employee by the Employer
to which  the  Employee  may join  after  termination  by the  Company  or after
resignation as defined in Section 3 of this Agreement.
     7.  Termination.  This Agreement has no specific term, but shall  terminate
if, prior to a change in control of the Company, the employment of Employee with
the Company shall terminate, so long as such termination was not in anticipation
of or related to Change of Control.
     8.  Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the  Company  and its  successors  and  assigns,  and shall be
binding upon and inure to the benefit of Employee and his legal representatives,
heirs, and assigns.
     9. Severability.  In the event that any section, paragraph, clause or other
provision of this Agreement  shall be determined to be invalid or  unenforceable
in any jurisdiction  for any reason,  such Section,  paragraph,  clause or other
provision  shall be  enforceable  in any other  jurisdiction  in which valid and
enforceable and, in any event, the remaining Sections,  paragraphs,  clauses and
other  provisions of this Agreement shall be unaffected and shall remain in full
force and effect to the fullest extent permitted by law.
     10.  Governing  Law. This  Agreement  shall be  interpreted,  construed and
governed by the laws of the Commonwealth of Pennsylvania.
     11. Headings. The headings used in this Agreement are for ease of reference
only and are not intended to affect the meaning or  interpretation of any of the
terms hereof.
     12.  Gender and Number.  Whenever the context shall  require,  all words in
this  Agreement  in the male  gender  shall be deemed to  include  the female or
neuter gender, all singular words shall include the plural, and all plural words
shall include the singular.

     IN WITNESS  WHEREOF,  this  Agreement  has been  executed the date and year
first above written.

ATTEST:
C-COR ELECTRONICS, INC.

Edwin S. Childs                                    By: Scott C. Chandler
                                President and CEO

                                                   L. D. HUTCHESON 2/23/98
                                                   Employee