EMPLOYMENT AGREEMENT


     THIS  AGREEMENT,  made this 22nd day of June,  1998,  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-

     DAVID  A.  WOODLE,  an  individual,   of  110  Berwick  Drive,   Boalsburg,
Pennsylvania 16827 ("Employee").
                                   BACKGROUND

     A.  Corporation  desires  to employ  Employee  as its  President  and Chief
Executive Officer 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 July 20, 1998 and
ending on July 19, 2000 (the "Term").
     1.02.  Capacity.  During the Term,  Employee  shall serve as  Corporation's
Chief Executive Officer and President, or in such other offices or capacities as
shall be determined by Corporation's Board of Directors.  Further, if elected by
Corporation's  shareholders,  Employee shall,  without  additional  compensation
therefor, serve as a member of 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 Chief  Executive  Officer and  President  and of such
other duties as may be  determined  by the Board of  Directors  of  Corporation.
Employee  acknowledges that during the period of his employment pursuant to this
Agreement as the Chief Executive  Officer and President 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 Chief
Executive Officer and President (irrespective of such other offices or titles as
may be held by Employee)  the  Corporation  shall pay to Employee a salary at an
annual rate of Two Hundred Thousand and No/100  ($200,000.00)  Dollars,  payable
bi-weekly,  for  services  rendered.  The amount of  Employee's  salary shall be
reviewed annually by the Compensation Committee of the Board of Directors.
     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 under Corporation's  "Profit Incentive Plan." Employee
will be entitled to such awards as are  declared  from time to time by the Board
of Directors under the terms of the "Profit Incentive Plan."
     2.04. Stock Options.  Employee shall be granted an option to purchase Fifty
Thousand  (50,000) shares of C-COR common stock (the "Stock Option").  The Stock
Option shall be a non-qualified  stock option.  The  exercisability of the Fifty
Thousand  (50,000) shares shall vest over a period of four (4) years (commencing
on the date of grant of the Stock  Option) at the rate of Twelve  Thousand  Five
Hundred (12,500) shares per year. The Stock Option shall be granted under and be
subject to all of the terms and conditions of the C-COR  Electronics,  Inc. 1988
Incentive Plan and a Nonqualified Stock Option Granting Agreement.
     2.05. 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.
     2.06.  Automobile  Allowance.   During  the  Term,  Corporation  shall  pay
Employee,  on or about the first of each  month,  a monthly  allowance  of Eight
Hundred and No/100 ($800.00) Dollars to be used to defray Employee's  automobile
expenses.
     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  Five  Hundred and No/100
($1,500.00) Dollars per year during the Term of this Agreement.
     2.08.  Other Benefit Plans.  Employee shall also be eligible to participate
in  Corporation's  other  fringe  benefit  plans,  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.  Employee  shall be  entitled  to a  reasonable  amount of
vacation but not less than three (3) weeks per year.
     2.10. Club Memberships. Corporation agrees to reimburse Employee for annual
dues he is required  to pay as a condition  of  membership  at the Centre  Hills
Country Club during the Term of this Agreement.
     2.11.  Physical  Examination.  Corporation agrees to reimburse Employee for
the  expense  of an annual  physical  examination  by a  physician  selected  by
Employee.

                                  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 of employment set forth herein, 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 his
Term of employment with Corporation.
     3.05.  Term  of  Obligations.   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  his Term of
employment hereunder,  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  paragraph  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
     5.01.  Change of Control.  The provisions of Sections 5.02 and 5.03 of this
Agreement  shall become  operative upon a change of control of  Corporation,  as
hereinafter defined. For purposes of this Agreement, a "change of 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  Corporation  representing
thirty (30%) percent or more of the total voting power of Corporation, or
     (b)  Corporation  shall  have  merged  into or  consolidated  with  another
corporation,  or merged another corporation into Corporation, on a basis whereby
less than  fifty  (50%)  percent  of the  total  voting  power of the  surviving
corporation is represented by shares held by former  shareholders of Corporation
prior to such merger or consolidation, or
     (c) Corporation shall have sold more than fifty (50%) percent 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 Corporation before such transaction
cease to constitute a majority of directors of Corporation.
     5.02.  Termination  Within  Eighteen  (18)  Months.  In the event  that the
employment  of Employee with  Corporation  is  terminated  involuntarily  within
eighteen (18) months after a change of 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 as provided for in Section 2.01 hereof
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 Corporation'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  Corporation  was  matching  prior to  Change of
Control) (and 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  amount  that  would  have been  awarded  to him under the  Profit and
Performance  Achievement Plan of the Corporation,  pursuant to the terms of such
plan as in effect  immediately prior to such change in control and regardless of
whether  such  plan may  have  been  changed  thereafter,  for the  then-current
calendar  year if such  award were based on one  hundred  (100%)  percent of his
share under said plan for such calendar  year.  Such amount shall be paid at the
same time as  awards  are paid to other  participants  in said plan if such plan
shall  have  been  continued  but in no  event  later  than  July 31 of the year
following that year in respect of which the award was to have been paid.
     (c) Employee shall  continue for a period of  twenty-four  (24) months from
the date of his  termination  to be covered at the expense of Corporation 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
Corporation's cost of providing such coverages during such period.
     (d)  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.
     (e) Corporation  shall continue for a period of twenty-four  (24) months to
pay  Employee's  monthly  dues and special  assessments,  if any, of any club of
which Employee was a member at the time of termination and of which  Corporation
was paying  such dues and shall  permit the  Employee  to  continue  to use such
membership thereafter, without reimbursement to Corporation of any membership or
initiation fees or assessments, so long as Employee wishes to do so on the basis
that monthly fees and special assessments will thereafter be paid by him.
     (f) Corporation  shall for a period of twenty-four  (24) months continue to
pay Employee Eight Hundred and No/100  ($800.00)  Dollars per month for expenses
of operating an automobile owned by Employee.
     5.03.  Resignation  Within  Two  Years.  In the event the  Employee  should
determine in good faith that his status or responsibilities with Corporation has
or have diminished  subsequent to a change of control, and shall for that reason
resign  from his  employment  with  Corporation  within two (2) years after such
change in control, Employee shall be entitled to receive all of the payments and
enjoy all of the  benefits  specified  in Section  5.02 hereof as if  Employee's
employment by Corporation had terminated on the date of Employee's resignation.
     5.04. Agreements Not Exclusive. The specific agreements referred to in this
Section V are not intended to exclude Employee's participation in other benefits
available to executive  personnel generally or to preclude other compensation or
benefits as may be  authorized by the Board of Directors of  Corporation  at any
time.
     5.05. Enforcement Costs. Corporation is aware that upon the occurrence of a
change of control the Board of Directors or a  shareholder  of  Corporation  may
then  cause or  attempt  to cause  Corporation  to  refuse  to  comply  with its
obligations  under this Section V, or may cause or attempt to cause  corporation
to  institute,  or may  institute,  litigation  seeking  to have this  Section V
declared  unenforceable,  or may take, or attempt to take,  other action to deny
Employee the benefits intended under this Section V. In these circumstances, the
purpose of this Section V could be  frustrated.  It is the intent of Corporation
that  Employee  not be  required  to  incur  the  expenses  associated  with the
enforcement  of his rights  under this  Section V 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
Corporation has failed to comply with any of its obligations  under this Section
V or in the event  that  Corporation  or any other  person  takes any  action to
declare this Section V void or  unenforceable,  or institute  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
Corporation,  Corporation  irrevocably  authorizes Employee from time to time to
retain  counsel of his choice at the direct expense and liability of Corporation
as provided in this Section 5.05 to represent  Employee in  connection  with the
initiation or defense of any  litigation  or other legal  action,  whether by or
against  Corporation  or any  director,  officer,  shareholder  or other  person
affiliated with Corporation,  in any jurisdiction.  Notwithstanding any existing
or prior  attorney-client  relationship  between  Corporation  and such counsel,
Corporation  irrevocably  consents to Employee entering into an  attorney-client
relationship with such counsel, and in that connection  Corporation 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
Corporation  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 Five Hundred Thousand
and  No/100  ($500,000.00)  Dollars,  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.
     5.06. No Set-Off.  Corporation 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 Corporation, 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  Section V 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 Section
V. However, a set-off may be taken by Corporation 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 5.02(c); or
for expenses covering monthly dues and special  assessments of any club of which
Employee was a member at the time of termination  and of which  Corporation  was
paying dues as set forth in Section 5.02(e);  or for expenses related to monthly
automobile  allowance as set forth in Section  5.02(f) if such benefits are paid
for the Employee by a new employer after Employee's termination of employment by
Corporation  under  Section 5.02 hereof or after  Employee's  resignation  under
Section 5.03 hereof.
     5.07.  Termination.  The provisions of this Section V shall continue during
the Term  hereof  but shall  terminate  when the  employment  of  Employee  with
Corporation shall terminate, so long as such termination was not in anticipation
of or related to a change of control.

                                   SECTION VI
               Indemnification for Service as Director and Officer
     6.01.  Indemnity  of  Employee.  Should  Employee  serve  Corporation  as a
director  or  officer  during the Term,  Corporation  shall  hold  harmless  and
indemnify  Employee as a director or officer to the full  extent  authorized  or
permitted by the provisions of the  Pennsylvania  Business  Corporation Law (the
"State  Statute"),  or by any amendment  thereof or other  statutory  provisions
authorizing or permitting such  indemnification  which is adopted after the date
hereof.
     6.02. Maintenance of Insurance and Self-Insurance.
     (a)  Corporation  represents  that it  presently  has in force  and  effect
policies of Directors and Officers  Liability  Insurance  ("D&O  Insurance")  in
insurance companies and amounts as follows (the "Insurance Policies"):
                 Insurer                            Amount
        Gulf Insurance Co.                       $10,000,000
        Tamarack American, a division            $10,000,000 in excess of the
        of Great American Insurance Company       above $10,000,000


     Subject  only to the  provisions  of Section  6.02(b)  hereof,  Corporation
hereby agrees that, so long as Employee  shall serve as a director or officer of
Corporation  (or shall  continue  at the  request of  Corporation  to serve as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise) and thereafter so long as Employee 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 Employee was a director or officer of Corporation (or served in any of said
other  capacities),  Corporation  will  purchase  and maintain in effect for the
benefit of Employee one 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
6.02(b) hereof,  Corporation  agrees to hold harmless and indemnify  Employee to
the full extent of the coverage which would otherwise have been provided for the
benefit of Employee pursuant to the Insurance Policies.
     6.03.  Additional  Indemnity.  Subject only to the  exclusions set forth in
Section 6.04 hereof,  Corporation  hereby  further  agrees to hold  harmless and
indemnify Employee:
     (a) Against any and all expenses  (including  attorneys' fees),  judgments,
fines and  amounts  paid in  settlement  actually  and  reasonably  incurred  by
Employee 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 Employee is, was or at
any time becomes a party,  or is threatened to be made a party, by reason of the
fact that Employee is, was or at any time becomes a director,  officer, employee
or agent of  Corporation,  or is or was  serving  or at any time  serves  at the
request of  Corporation  as a  director,  officer,  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 Employee by
Corporation under the non-exclusivity provisions of Section 7-1 of the Bylaws of
Corporation and the State Statute.
     6.04. Limitations on Additional Indemnity. No indemnity pursuant to Section
6.03 hereof shall be paid by Corporation:
     (a)  except  to the  extent  the  aggregate  of  losses  to be  indemnified
thereunder exceeds the sum of One Thousand and No/100  ($1,000.00)  Dollars plus
the amount of such losses for which Employee is indemnified  either  pursuant to
Sections  6.01 or 6.02  hereof or pursuant to any D&O  Insurance  purchased  and
maintained by the Corporation;
     (b) in respect to  remuneration  paid to Employee 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  Employee
for an  accounting  of profits  made from the  purchase  or sale by  Employee 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 Employee'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;
     (e)  if a  final  decision  by a  court  of  competent  jurisdiction  shall
determine that such indemnification is not lawful.
     6.05.  Continuation  of  Indemnity.   All  agreements  and  obligations  of
Corporation  contained  herein shall  continue  during the period  Employee is a
director, officer, employee or agent of Corporation (or is or was serving at the
request of  Corporation  as a  director,  officer,  employee or agent of another
corporations,  partnership,  joint venture, trust or other enterprise) and shall
continue  thereafter so long as Employee  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 Employee was a director of
Corporation or serving in any other capacity referred to herein.
     6.06. Notification and Defense of Claim. Promptly after receipt by Employee
of notice of the commencement of any action, suit or proceeding,  Employee will,
if a claim in  respect  thereof  is to be made  against  Corporation  under this
Section VI, 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 Employee  otherwise  than under this  Section  VI.  With  respect to any such
action,  suit or proceeding as to which  Employee  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 Employee.
After  notice from  Corporation  to  Employee  of its  election so to assume the
defense  thereof,  Corporation will not be liable to Employee under this Section
VI for any  legal  or  other  expenses  subsequently  incurred  by  Employee  in
connection with the defense thereof other than reasonable costs of investigation
or as  otherwise  provided  below.  Employee  shall  have the  right  to  employ
Corporation's  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 Employee unless (i)
the employment of counsel by Employee has been authorized by  Corporation,  (ii)
Employee  shall  have  reasonably  concluded  that  there may be a  conflict  of
interest between  Corporation and Employee 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 Employee shall have made the conclusion
provided for in (ii) above.
     (c)  Corporation  shall not be  liable to  indemnify  Employee  under  this
Section VI 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  Employee  with
Employee's written consent.  Neither  Corporation nor Employee will unreasonably
withhold its or his consent to any proposed settlement.
     6.07.  Repayment of Expenses.  Employee will reimburse  Corporation for all
reasonable  expenses  paid by  Corporation  in  defending  any civil or criminal
action,  suit or proceeding against Employee in the event and only to the extent
that it shall be  ultimately  determined  that  Employee  is not  entitled to be
indemnified by  Corporation  for such expenses under the provisions of the State
Statute, the Bylaws of Corporation, this Section VI or otherwise.
     6.08. Enforcement.
     (a) Corporation expressly confirms and agrees that it has entered into this
Section VI and assumed the obligations imposed on Corporation hereby in order to
induce  Employee  to,  if  elected,  serve as a  director  of  Corporation,  and
acknowledges  that Employee is relying upon this Section VI in agreeing to serve
Corporation in such capacity.
     (b) In the event Employee is required to bring any action to enforce rights
or to collect  monies due under this Agreement and is successful in such action,
Corporation shall reimburse  Employee for all of Employee's  reasonable fees and
expenses in bringing and pursuing such action.

                                  SECTION VII.
                                  Miscellaneous
     7.01. 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.
     7.02.  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.
     7.03.  Governing  Law.  This  Agreement  shall be construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania.
     7.04.  Legal  Construction.  In the event any one or more of the provisions
contained in this  Agreement  shall for any reason  beheld  invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not  affect  any  other  provision  thereof  and this  Agreement  shall be
construed as if such invalid,  illegal or unenforceable provision had never been
contained herein.
     7.05.  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.
     7.06. Integration.  This Agreement constitutes 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.
     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:    Richard E. Perry
Title:    Chairman


David A. Woodle