Attachment E

                            INDEMNIFICATION AGREEMENT

     THIS  AGREEMENT is made as of the 23rd day of February,  1998 between C-COR
ELECTRONICS,  INC.,  a  Pennsylvania  corporation  ("Corporation")  and  Lynn D.
Hutcheson with an address at Middlebury, Connecticut ("Officer").

                                   WITNESSETH:
     WHEREAS,  Officer is an  officer of  Corporation  and in such  capacity  is
performing a valuable service for Corporation; and

     WHEREAS, the stockholders of Corporation have adopted Bylaws (the "Bylaws")
providing for the  indemnification  of the officers and directors of Corporation
to the fullest extent now or hereafter permitted by law ("the "Law"); and

     WHEREAS,  the Bylaws  and the Law  provide  specifically  that they are not
exclusive,  and thereby  contemplate  that contracts may be entered into between
Corporation and its officers with respect to  indemnification  of such officers;
and

     WHEREAS,  in accordance with the  authorization  provided by the Bylaws and
the Law,  Corporation has purchased and presently maintains a policy or policies
of Directors' and Officers'  Liability  Insurance  ("D&O  Insurance"),  covering
certain  liabilities  which may be incurred by its directors and officers in the
performance of their services for corporation; and

     WHEREAS,  recent developments with respect to the terms and availability of
D&O Insurance and with respect to the application,  amendment and enforcement of
statutory and bylaw  indemnification  provisions generally have raised questions
concerning the adequacy and  reliability of the protection  afforded to officers
thereby; and

     WHEREAS,  in order to resolve such  questions and thereby induce officer to
continue to serve as an officer of  Corporation,  Corporation has determined and
agreed to enter into this contract with officer.

     NOW,  THEREFORE,  in  consideration  of Officer's  continued  service as an
officer after the date hereof, the parties hereto, intending to be legally bound
hereby, agree as follows:

     1.  Indemnity of Officer.  Corporation  hereby  agrees to hold harmless and
indemnify  Officer to the full extent  authorized or permitted by the provisions
of  the  Law,  or  by  any  amendment  thereof  or  other  statutory  provisions
authorizing or permitting such  indemnification  which is adopted after the date
hereof.

     2. Maintenance of Insurance and Self-Insurance.

     (a)  Corporation  represents  that it  presently  has in force  and  effect
policies of, D&O  Insurance in insurance  companies  and amounts as follows (the
"Insurance Policies"):



Insurer                        Amount                     Deductible

Gulf Insurance Company      $10,000,000           $250,000 Insured Organization
Tamarack American           $10,000,000           $250,000 Insured Organization
                              excess of
                            $10,000,000

     Subject only to the provisions of Section 2(b) hereof,  Corporation  hereby
agrees  that,  so long as  Officer  shall  continue  to serve as an  officer  of
Corporation  (or shall  continue  at the request of  Corporation  to serve as an
officer, director, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise) and thereafter so long as Officer shall be
subject to any possible claim or threatened,  pending or completed action,  suit
or proceeding,  whether civil,  criminal or  investigative by reason of the fact
that  Officer  was an  officer  of  Corporation  (or served in any of said other
capacities), Corporation will purchase and maintain in effect for the benefit of
Officer one or more valid,  binding  and  enforceable  policy or policies of D&O
Insurance  providing,  in all  respects,  coverage at least  comparable  to that
presently provided pursuant to the Insurance Policies.

     (b)  Corporation  shall not be required to maintain said policy or policies
of D&O Insurance in effect if said insurance is not reasonably  available or if,
in the reasonable business judgment of the then directors of Corporation, either
(i) the premium cost for such insurance is substantially disproportionate to the
amount of  coverage,  or (ii) the  coverage  provided  by such  insurance  is so
limited by exclusions that there is insufficient benefit from such insurance.

     (c) In the event  Corporation does not purchase and maintain in effect said
policy or policies of D&O Insurance  pursuant to the  provisions of Section 2(b)
hereof,  Corporation  agrees to hold harmless and indemnify  Officer to the full
extent of the coverage which would  otherwise have been provided for the benefit
of officer pursuant to the Insurance Policies.

     3.  Additional  Indemnity.  Subject  only to the  exclusions  set  forth in
Section  4 hereof,  Corporation  hereby  further  agrees  to hold  harmless  and
indemnify Officer:

     (a) Against any and all expenses  (including  attorneys' fees),  judgments,
fines and amounts paid in settlement actually and reasonably incurred by Officer
in  connection  with  any  threatened,  pending  or  completed  action,  suit or
proceeding, whether civil, criminal,  administrative or investigative (including
an action by or in the right of the  Corporation) to which Officer is, was or at
any time becomes a party,  or is threatened to be made a party, by reason of the
fact that Officer is, was or at any time becomes an officer, director,  employee
or agent of  Corporation,  or is or was  serving  or at any time  serves  at the
request of  Corporation  as an officer,  director,  employee or agent of another
corporation, partnership, joint venture, trust or other enterprise; and

     (b)  Otherwise  to the  fullest  extent as may be  provided  to  Officer by
Corporation under the non-exclusivity provisions of Section 7-1 of the Bylaws of
Corporation and the Law.

     4. Limitations on Additional Indemnity,. No indemnity pursuant to section 3
hereof shall be paid by Corporation:

     a)  Except  to  the  extent  the  aggregate  of  losses  to be  indemnified
thereunder  exceeds  the sum of $1,000  plus the amount of such losses for which
Officer is indemnified  either pursuant to Sections 1 or 2 hereof or pursuant to
any D&O Insurance purchased and maintained by the Corporation;

     (b) In respect to remuneration paid to Officer if it shall be determined by
a final  judgment  or other final  adjudication  that such  remuneration  was in
violation of Law;

     (c) On account of any suit in which  judgment is rendered  against  Officer
for an  accounting  of  profits  made from the  purchase  or sale by  Officer of
securities  of  Corporation  pursuant to the  provisions of Section 16(b) of the
Securities  Exchange Act of 1934 and amendments thereto or similar provisions of
any federal, state or local statutory law;

     (d) On account of Officer's conduct which is finally adjudged by a court of
competent  jurisdiction  to  have  been  knowingly  fraudulent  or  deliberately
dishonest or to have constituted willful misconduct or recklessness; and

     (e)  If a  final  decision  by a  court  of  competent  jurisdiction  shall
determine that such indemnification is not lawful.

     5. Continuation of Indemnity. All agreements and obligations of Corporation
contained  herein  shall  continue  during  the period  Officer  is an  officer,
director,  employee or agent of Corporation (or is or was serving at the request
of  Corporation  as  an  officer,   director,   employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust or other enterprise) and shall
continue thereafter so long as Officer shall be subject to any possible claim or
threatened,  pending or completed action,  suit or proceeding,  whether,  civil,
criminal or investigative,  by reason of the fact that Officer was an officer of
Corporation or serving in any other capacity referred to herein.

     6. Notification and Defense of Claim.  Promptly after receipt by Officer of
notice of the commencement of any action, suit or proceeding, Officer will, if a
claim in respect thereof is to be made against Corporation under this Agreement,
notify  Corporation of the commencement  thereof;  but the omission so to notify
Corporation  will not relieve it from any liability which it may have to Officer
otherwise than under this  Agreement.  With respect to any such action,  suit or
proceeding as to which Officer notifies Corporation of the commencement thereof:

     (a) Corporation will be entitled to participate therein at its own expense;
and

     (b) Except as  otherwise  provided  below,  to the extent that it may wish,
Corporation jointly with any other indemnifying party similarly notified will be
entitled to assume the defense  thereof,  with counsel  satisfactory to Officer.
After  notice  from  Corporation  to  Officer of its  election  so to assume the
defense thereof,  Corporation will not be liable to Officer under this Agreement
for any legal or other expenses  subsequently  incurred by Officer in connection
with the defense  thereof other than  reasonable  costs of  investigation  or as
otherwise provided below.  Officer shall have the right to employ its counsel in
such  action,  suit or  proceeding  but the fees and  expenses  of such  counsel
incurred after notice from  corporation of its assumption of the defense thereof
shall be at the  expense of  Officer  unless  (i) the  employment  of counsel by
officer has been authorized by  Corporation,  (ii) Officer shall have reasonably
concluded  that there may be a conflict  of  interest  between  Corporation  and
officer in the conduct of the defense of such action or, (iii) Corporation shall
not in fact have employed counsel to assume the defense of such action,  in each
of which  cases the fees and  expenses  of  counsel  shall be at the  expense of
Corporation.  Corporation  shall not be  entitled  to assume the  defense of any
action, suit or proceeding brought by or on behalf of Corporation or as to which
Officer shall have made the conclusion provided for in (ii) above.

     (c)  Corporation  shall not be  liable  to  indemnify  Officer  under  this
Agreement  for any amounts paid in  settlement  of any action or claim  effected
without its written consent. Corporation shall not settle any action or claim in
any manner  which would  impose any  penalty or  limitation  on Officer  without
Officer's  written  consent.  Neither  Corporation or Officer will  unreasonably
withhold its or his consent to any proposed settlement.

     7.  Repayment  of  Expenses.  Officer will  reimburse  Corporation  for all
reasonable  expenses  paid by  Corporation  in  defending  any civil or criminal
action,  suit or proceeding  against Officer in the event and only to the extent
that it shall be  ultimately  determined  that  Officer  is not  entitled  to be
indemnified  by  Corporation  for such expenses under the provisions of the Law,
the Bylaws, this Agreement or otherwise.

     8. Enforcement.  (a) Corporation  expressly confirms and agrees that it has
entered into this Agreement and assumed the  obligations  imposed on Corporation
hereby in order to induce Officer to continue as an officer of Corporation,  and
acknowledges  that Officer is relying upon this  Agreement in continuing in such
capacity.

     (b) In the event Officer is required to bring any action to enforce  rights
or to collect  moneys due under this Agreement and is successful in such action,
Corporation  shall  reimburse  Officer for all of Officer's  reasonable fees and
expenses in bringing and pursuing such action.

     9. Separability. Each of the provisions of this Agreement is a separate and
distinct  agreement  and  independent  of the others,  so that if any  provision
hereof  shall  be held to be  invalid  or  unenforceable  for any  reason,  such
invalidity or  unenforceability  shall not affect the validity or enforceability
of the other provisions hereof.

     10.  Governing Law;  Binding Effect;  Amendment and  Termination.  (a) This
Agreement  shall be interpreted  and enforced in accordance with the laws of the
Commonwealth of Pennsylvania.

     (b) This Agreement shall be binding upon Officer and upon Corporation,  its
successors  and assigns,  and shall inure to the benefit of Officer,  his heirs,
personal  representatives  and assigns and to the  benefit of  Corporation,  its
successors and assigns.

     (c)  No  amendment,  modification,  termination  or  cancellation  of  this
Agreement shall be effective unless in writing signed by both parties hereto.

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

C-COR ELECTRONICS, INC.

By:   Scott C. Chandler
      President and CEO

      L. D. HUTCHESON
        Employee