EMPLOYMENT AGREEMENT

THIS AGREEMENT, made this 30 day of July, 1997 to be effective as of the 1st day
of March, 1997, by and between C-COR ELECTRONICS,  INC., a Pennsylvania Business
Corporation  with its  principal  place of  business at 60 Decibel  Road,  State
College, Pennsylvania ("Corporation"),

                                      -AND-

GERHARD B. NEDERLOF, of Windwardside, Saba, Netherlands Antilles ("Employee")

                                   BACKGROUND

A.  Corporation  desires to employ  Employee  as its  Senior  Vice  President  -
Marketing,  Business  Development  and Services  and  Employee  desires to be so
employed by Corporation.

B. The parties  mutually desire to set forth in this  Employment  Agreement (the
"Agreement")  the terms and conditions  under which Employee will be employed by
Corporation.

NOW,  THEREFORE,  in consideration of the mutual promises  contained herein, and
intending to be legally bound thereby, the parties hereto agree as follows:

                                   SECTION I.

                            Description of Employment

1.01.  Employment and Term.  Corporation  agrees to employ Employee and Employee
agrees to be so employed  for a term  commencing  on March 1, 1997 and ending on
November 3, 1999 (the "Term").  Provided,  however,  that Employee's  employment
hereunder shall be contingent  upon Employee's  securing an extension of his L1A
Visa to November 3, 1999.  Corporation may terminate this Agreement in the event
that Employee  fails to secure an extension to his current L1A Visa,  effective
as of the date of the expiration of Employee's current L1A Visa.

1.02.  Capacity.  During the Term, Employee shall serve as Corporation's  Senior
Vice President - Marketing,  Business Development and Services, or in such other
offices  or  capacities  as  shall  be  determined  by  Corporation's  Board  of
Directors.

1.03.  Time  and  Efforts.  During  the  Term,  Employee  shall  diligently  and
conscientiously  devote his best efforts and his full time and  attention to the
discharge  of  his  duties  as  Senior  Vice  President  -  Marketing,  Business
Development  and Services and of such other duties as may be  determined  by the
Board of Directors of Corporation.  Employee acknowledges that during the period
of this  employment  pursuant to this  Agreement as the Senior Vice  President -
Marketing,  Business  Development and Services of Corporation,  he will not have
any other employment or business  affiliations without the prior approval of the
Board of Directors of Corporation.

                                   SECTION II.

                                  Compensation

2.01.  Salary.  During the period of Employee's  employment  hereunder as Senior
Vice President  Marketing,  Business  Development and Services Corporation shall
pay to  Employee  a salary at an annual  rate of One  Hundred  Fifteen  Thousand
($115,000)  Dollars through the period ending on June 27, 1997 and at the annual
rate of One Hundred Twenty-Eight  Thousand  ($128,000.00)  Dollars commencing on
June 28,  1997,  payable  bi-weekly,  for  services  rendered.  Employee  may be
eligible for future increases in salary,  based on  Corporation's  evaluation of
Employee's performance. Further, Employee acknowledges receipt of a one (1) time
initial  relocation   expense  payment  of  Thirty-Six   Thousand  Nine  Hundred
($36,900.00) Dollars.

2.02.  Business  Expenses.  Employee shall be reimbursed by Corporation  for all
reasonable  expenses  incurred  in  carrying  out his  employment  duties  or in
otherwise  promoting the business of Corporation by presenting to the designated
officer  of  Corporation  an  itemized  expense  account  report  with  receipts
attached.

2.03.  Incentive  Compensation.  During  the  Term,  Corporation  shall  include
Employee as a  participant  at the Officer level under  Corporation's  "Variable
Compensation  Plans" or any successor  Plans.  Employee will be entitled to such
awards as are  declared  from time to time by the Board of  Directors  under the
terms of the "Variable Compensation Plans" or any successor Plans.

2.04.  Stock  Options.  Employee  shall be eligible for stock  option  awards in
accordance with stock option plans adopted by the Corporation from time to time.
All such stock option  awards shall be  nonqualified  stock options and shall be
granted  under and be  subject to all of the terms and  conditions  of the C-COR
Electronics,  Inc.  1988  Stock  Option  Plan and a  Nonqualified  Stock  Option
Granting Agreement or any successor plan and granting agreement.

2-05.  Supplemental Retirement Plan. Employee will be entitled to participate in
Corporation's   Supplemental   Retirement  Plan  with  an  annual   supplemental
retirement  benefit  of  Eighteen  Thousand  and  No/100  ($18,000.00)   Dollars
commencing at Employee's  retirement at age sixty-five (65) and continuing for a
period of fifteen years in accordance with and subject to the terms of such plan
and a Participation  Agreement entered into between  Corporation and Employee on
May 14, 1993 and attached hereto as Exhibit "A.".

2.06. Life Insurance  Coverage.  Corporation will provide to Employee group term
life  insurance  in a face amount  equal to three times the  Employee's  salary.
Changes in life insurance coverage will occur at the same time Employee's salary
is changed pursuant to Section 2.01 hereof.

2.07. Financial and Tax Planning Reimbursement.  Corporation agrees to reimburse
Employee for expenses incurred in his personal  financial and tax planning up to
an amount not  exceeding One Thousand and No/ 100  ($1,000.00)  Dollars per year
during the term of this Agreement.

2.08. Other Benefit Plans.  During the Term,  Employee shall also be eligible to
voluntarily  participate  in  Corporation's  other fringe  benefit  plans,  upon
Employee's payment of appropriate premiums,  co-pays and deductibles,  including
both  those  plans  presently  existing  and those  which  may in the  future be
adopted, in accordance with the terms and provisions of such plans.

2.09.  Vacation.  During the Term, Employee shall be entitled to three (3) weeks
vacation per year.

2. 10.  Physical  Examination.  Corporation  agrees to reimburse  Employee in an
amount not to exceed Two Hundred and No/ 100 ($200. 00) Dollars per year for the
expense of an annual physical examination by a physician selected by Employee.

2.1 I. Final Relocation Payment.  On or before June 26, 1998,  Corporation shall
pay  Employee a one (1) time lump sum  payment of One  Hundred  Twenty  Thousand
($120,000.00)   Dollars,  less  appropriate  federal,   Pennsylvania  and  local
withholding  taxes, in consideration of Employee's  relocation to State College,
Pennsylvania.   Should  Employee  voluntarily  resign  from  his  employment  by
Corporation within one (1) year from the date of the execution of this Agreement
and the final  relocation  payment has already been paid to Employee at the time
of Employee's resignation, Employee agrees to pay to Corporation an amount equal
to the reduction of the final relocation  payment  determined in accordance with
the following  table within thirty (30) days of the  Employee's  termination  of
employment:
<TABLE>
<S>                                                    <C>
                                                       Percentage
Number of Months Between Execution                     Reduction of
Date of this Agreement and Employee's                  Final Relocation
Effective Date of Resignation                          Payment
-------------------------------------                  ----------------

0 - 6 months                                           100%

6 - 9 months                                           75%

9 - 12 months                                          25%
</TABLE>

In the event such payment has not yet been paid to Employee  prior to Employee's
resignation,   Corporation  shall  not  have  any  obligation  to  pay  Employee
any portion of such final relocation payment.

                                  SECTION III.

                              Intellectual Property

3.01. Disclosure.  Employee agrees to promptly and fully disclose to Corporation
all inventions, improvements, original works of authorship, formulas, processes,
computer  programs,  techniques,  know-how  and data  (hereinafter  collectively
referred to as "Inventions"),  whether or not patentable or copyrightable,  made
or conceived or first reduced to practice or learned by Employee either alone or
jointly with others,  whether during Employee's  regular hours of employment and
directly or  indirectly  relating to or capable of being used for the benefit of
Corporation's business. Employee agrees, without compensation additional to that
provided  for in  Section II of this  Agreement,  to assign all rights in and to
such  inventions  to  Corporation  and to  execute,  at  Corporation's  request,
appropriate documents effectuating such assignments.

3.02.  Maintenance of Records.  Employee agrees to maintain accurate and current
written  records  of all  such  Inventions,  in the  form  of  notes,  sketches,
drawings,  or reports  which  shall be and will  remain the  property  of and be
available to Corporation at all times.

3.03.  Provision of Assistance.  Employee agrees,  upon  Corporation's  request,
during and after the Term, to assist Corporation, its attorneys, and nominees at
its or their  expense in  preparing  and  prosecuting  applications  for letters
patent on Inventions  created by him and applications to register  copyrights on
inventions  created  by him  providing,  however,  that time  actually  spent by
Employee at such work after termination of employment, at Corporation's request,
shall  be paid for by  Corporation  at a  reasonable  rate,  and that  necessary
expenses  incurred by Employee in connection with  Employee's  duties under this
paragraph shall be paid by Corporation.

3.04. Previous  Inventions.  Employee expressly retains an interest in and title
to Inventions patented or unpatented which Employee conceived prior to the Term.

3.05.  Term of Obligation.  Employee's  termination of employment by Corporation
under this  Agreement  shall not affect the  obligations  imposed on Employee by
Paragraphs  3.01,  3.02  and  3.03 and such  obligations  shall  be  binding  on
Employee's heirs, executors and administrators.

                                   SECTION IV.

                       Confidentiality and Noncompetition

4.01.  Confidentiality.  Employee agrees, during and after the Term, without the
prior written consent of  Corporation,  not to disclose to any person other than
Corporation,  by  publication  or  otherwise,  or use for his own  benefit,  any
confidential information of Corporation or any Inventions,  whether conceived in
whole or in part by Employee or by others.  Employee's  duty under this  section
includes  but  is  not  limited  to  the   nondisclosure  of  trade  secrets  or
confidential  information,  knowledge or data of Corporation which he may obtain
during  the  course  of  his  employment  relating  to  Corporation's  business,
technical or  otherwise,  including  but not limited to  manufacturing  methods,
processes,  techniques,  products,  engineering  development products,  computer
programs,  customer  lists.  machines,  research,  compositions,  inventions  or
discoveries.  Employee  agrees that upon leaving the employ of  Corporation,  he
will not take with him any original or copy of documents, or records relating to
the foregoing matters, without the written consent of Corporation.  This Section
does not apply to any Inventions described in Section 3.04 above.

4.02.  Noncompetition.  In  consideration  of  Employee's  employment,  for  the
duration of his  employment  by  Corporation,  and for a period of two (2) years
after the termination thereof, employee agrees:

                                   (a) Not to, on behalf of himself or any other
                           entity or corporation,  directly or indirectly, as an
                           employee,   agent,  independent  contractor,   owner,
                           stockholder, partner, officer, director or otherwise,
                           engage in the business of the  manufacture or sale of
                           electronic  equipment for use in cable  television or
                           broadband data transmission systems in North America,
                           Central America and South America, Europe, the Middle
                           East and the Far East, including the Pacific Rim.

                                   (b) Not to call on or  solicit,  on behalf of
                           himself   or  on  behalf  of  any  other   entity  or
                           corporation,  any of the customers of Corporation for
                           the purpose of selling or distributing to any of said
                           customers  any  product or service  comparable  to or
                           competitive with products or services developed, sold
                           and/or  distributed  by  Corporation  or  products or
                           services which Corporation may have under development
                           during the period of time  Employee  was  employed by
                           Corporation   ("Corporation's  Products");  nor  will
                           Employee  in any way,  directly  or  indirectly,  for
                           himself   or  on  behalf  of  any  other   entity  or
                           corporation,   solicit,   divert  or  take  away  any
                           customer  of   Corporation.   For  purposes  of  this
                           Agreement,  "customer" shall mean any person,  entity
                           or  corporation  which  has  purchased  Corporation's
                           Products,  or has  received  a price  quotation  from
                           Corporation for Corporation's  Products,  at any time
                           within the three (3) year period prior to the date of
                           termination of Employee's employment.

                                  (c) Not to enter or  attempt  to enter into an
                           employment  or agency  relationship  with any  person
                           who, at the time of such entry (or attempted  entry),
                           or at the time of termination  of Employee's  service
                           with Corporation, was an officer, director, employee,
                           principal  or agent of  Corporation  if, but only if,
                           such  employment  or  agency   relationship  is  with
                           respect   to   a   business   in   competition   with
                           Corporation.

                                 (d) Not to induce  or  attempt  to  induce  any
                           person  described in subparagraph (c) to leave his or
                           her employment,  agency,  directorship or office with
                           Corporation  to enter into a business in  competition
                           with Corporation.

It is understood by and between the parties to this Agreement that the aforesaid
covenants  set  forth  in this  Section  4.02  are  essential  elements  of this
Agreement,  and that,  but for the  agreement  of  Employee  to comply with such
covenants,  Corporation  would not have  agreed to the terms of  employment  set
forth in this  Agreement.  Such  covenants  by Employee  shall be  construed  as
agreements independent of any other provisions in this Agreement.  The existence
of any  claim  or cause of  action  by  Employee  against  Corporation,  whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by Corporation of such covenants.

In addition to all other legal remedies available to Corporation for enforcement
of the covenants of this Section 4.02, the parties agree that Corporation  shall
be entitled to an injunction by any court of competent  jurisdiction  to prevent
or restrain any breach or threatened breach hereof.

The parties to this Agreement agree that, if any court of competent jurisdiction
determines  the  specified  time period or the  specified  geographical  area of
application, or the definition of Corporation's Products in such covenants to be
unreasonable,  arbitrary  or against  public  policy,  then a lesser time period
and/or a smaller  geographical  area and/or a less  encompassing  definition  of
Corporation's  Products which are determined to be reasonable,  nonarbitrary and
not against public policy may be enforced against Employee.  The parties to this
Agreement  agree and  acknowledge  that they are  familiar  with the present and
proposed  operations of Corporation and believe that the  restrictions set forth
in this Section 4.02 are reasonable with respect to its subject matter, duration
and geographical application.

The provisions of this Section 4.02 may be waived,  in part or fully, in writing
by Corporation at its option.

These restrictive covenants shall survive the termination of this Agreement.

                                   SECTION V.

                  Change of Control: Indemnification Agreement

5.01.  Change of Control.  Employee will continue to be covered under the Change
of Control  Agreement  between  Corporation  and Employee dated May 14, 1993 and
attached hereto as Exhibit "B."

5.02.   Indemnification.   Employee  will  continue  to  be  covered  under  the
Indemnification  Agreement  between  Corporation  and Employee dated February 3,
1992 and attached hereto as Exhibit "C."

                                   SECTION VI.

                                  Miscellaneous

6.01.  Use of Name.  Employee  agrees to allow  Corporation  to have his name or
picture used by Corporation for advertising or trade purposes during the term of
this Agreement.

6.02.  Binding  Effect.  This  Agreement  shall  inure to the  benefit of and be
binding  upon  Employee  and upon  Corporation,  their  successors  and assigns,
including,  without limitation, any person, partnership,  company or corporation
which may acquire  substantially all of Corporation's assets or business or into
which Corporation may be consolidated, merged or otherwise combined.

6.03. Governing Law.           This Agreement shall be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.

6.04.  Legal  Construction.  In the  event  any one or  more  of the  provisions
contained in this  Agreement  shall for any reason be held  invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not  effect  any  other  provision  thereof  and this  Agreement  shall be
construed as if such invalid,  illegal or unenforceable provision had never been
contained herein.

6.05.  Amendment.  No amendment,  modification or alteration of the terms hereof
shall be binding  unless the same be in writing,  dated  subsequent  to the date
hereof and duly executed by the parties hereto.

6.06. Integration.  This Agreement,  plus the attached Exhibits,  constitute the
entire  understanding and agreement between Corporation and Employee with regard
to  the  subject  matter  hereof  and   supersedes  all  other   agreements  and
understandings between Corporation and Employee,  including, without limitation,
the Employment  Agreement  between  Corporation  and Employee dated February 28,
1997 and a supplementary Memo dated March 17, 1997 from
Joseph Zavacky to Edwin Childs and Gerhard B. Nederlof.

IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement with the
intent to be legally bound thereby on the day and year first above written.

C-COR ELECTRONICS, INC.


By:  Scott C. Chandler, President and
        Chief Executive Officer



By:  Gerhard B. Nederlof