AMENDED AND RESTATED

C-COR Electronics, Inc. ("Borrower") has requested Mellon Bank, N.A. ("Bank") to
make loans (the  "Loans")  to  Borrower  from time to time during the period set
forth  below  (the  "Commitment   Period")  in  an  aggregate  principal  amount
outstanding at any one time not to exceed Bank's commitment set forth below (the
"Commitment  Amount") and,  subject to the terms and conditions set forth herein
and in the  Note and the  other  Credit  Documents  (hereinafter  defined)  and,
relying upon the  representations  and warranties  herein and therein set forth,
Bank is willing to make such Loans.

Commitment Period:   From the date hereof to but not including November 1, 1997.

Commitment  Amount:  The lesser of (i)  $23,000,000.00 or (ii) the sum of 80% of
Eligible  Accounts (as  hereinafter  defined) and 20% of Eligible  Inventory (as
hereinafter defined).

Within the limits of time and  amount set forth  above and  subject to the terms
and conditions set forth herein and in the Note and the other Credit  Documents,
Borrower may borrow,  repay and reborrow hereunder.  Borrower may at any time or
from time to time  reduce the  Commitment  Amount to an amount not less than the
sum of the  unpaid  principal  amount of the  Loans  then  outstanding  plus the
principal  amount of all Loans not yet made as to which notice has been given by
Borrower  under  Section 2 hereof,  by providing  not less than five days' prior
written  notice (which notice shall be  irrevocable)  to such effect to Bank. If
Bank allows Loans above the Commitment  Amount, all the terms and conditions set
forth herein and in the Note and the other Credit  Documents  will apply to such
Loans.

The  obligation of Borrower to repay the Loans,  to pay interest  thereon and to
pay fees,  if any, with respect to the  Commitment  Amount shall be evidenced by
one or more promissory  notes,  note and security  agreements,  letter of credit
applications,  or other  instruments  or documents  (collectively,  the "Note"),
which together with this  Agreement,  including any Supplement  hereto,  and any
security  agreements,  instruments and other  documents  executed by Borrower in
connection herewith are sometimes referred to herein as the "Credit Documents".

In  consideration  of the foregoing and intending to be legally bound,  Borrower
agrees with Bank as follows:

1.  Representations  and  Warranties.  In  addition to the  representations  and
warranties contained in the Note and any other Credit Documents, Borrower hereby
makes the  following  representations  and  warranties  which  shall be true and
correct on the date hereof and shall continue to be true and correct at the time
of the  creation of any of the Loans and until the Loans shall have been paid in
full, or if there are no Loans  outstanding so long as the Commitment Period has
not expired:

    (a)  Organization-Corporation  and Partnership. If Borrower is a corporation
or a partnership,  Borrower is duly  organized,  validly  existing,  and in good
standing under the laws of the jurisdiction in which Borrower is incorporated or
was formed;  Borrower  has the power and  authority  to own its  properties  and
assets, to carry on its businesses as now being conducted and is qualified to do
business  in every  jurisdiction  in  which  it is  required  to  qualify  to do
business.

    (b) Validity and Binding Nature. Borrower has the power to execute, deliver,
and perform this Agreement,  the Note and all other Credit  Documents,  and when
executed and delivered,  this Agreement, the Note and all other Credit Documents
will be valid and binding  obligations  of Borrower,  enforceable  in accordance
with their terms;  provided,  however,  that this representation with respect to
enforceability  is limited by bankruptcy,  insolvency,  or other laws of general
application relating to or affecting the enforcement of creditors' rights.

    (c) Due  Authorization-Corporation  and Partnership. The execution, delivery
and performance of this Agreement,  the Note and all other Credit Documents have
been duly  authorized by all corporate or  partnership  action  required for the
lawful  creation and issuance and  performance  thereof and will not violate any
provision of law,  any order of any court or  governmental  agency,  the charter
documents and by-laws of, or partnership agreement of Borrower.

 (d) Conflicting  Instruments.  The execution,  delivery and performance of this
Agreement,  the  Note and all  other  Credit  Documents  will  not  violate  any
provisions of any indenture, agreement, or other instrument to which Borrower or
any of Borrower's  properties  or assets are bound,  and will not be in conflict
with,  result in a breach of, or  constitute  (with due notice  and/or  lapse of
time) a default under any such indenture,  agreement,  or other  instrument,  or
result in the creation or imposition of any lien,  charge or  encumbrance of any
nature whatsoever upon any of the properties or assets of Borrower.

 (e) Authorization and Consents. No authorization, consent, approval, license or
 exemption of, and no registration,  qualification,  designation, declaration or
 filing with any court or governmental  department,  commission,  board, bureau,
 agency or  instrumentality,  domestic or  foreign,  is  necessary  to the valid
 execution, delivery  and  performance of  this Agreement, the Note or any other
 Credit Document.

 (f)  Financial  Condition.  The most recent  financial  statements  of Borrower
delivered to the Bank are true and correct and  represent  fairly its  financial
position  as of the date  thereof;  and the  results of its  operations  for the
period  or  periods  indicated;  and  show  all  known  liabilities,  direct  or
contingent, of Borrower as of the date thereof. Since the date of such financial
statements,  there  has  been  no  material  adverse  change  in the  condition,
financial or otherwise, of Borrower or in the operations, business, prospects or
properties of Borrower and,  since such date,  Borrower has not incurred,  other
than  in  the  ordinary  course  of  business,  any  indebtedness,  liabilities,
obligations or  commitments,  contingent or otherwise,  other than  indebtedness
created hereunder.

 (g)  Compliance  with Laws.  Neither  the  Borrower  nor any  subsidiary  is in
violation of or subject to any contingent liability on account of any law or any
order or  regulation  issued by any court or  governmental  authority,  state or
federal,  including but not limited to the Employee  Retirement  Income Security
Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 1986, as amended
(the  "Code"),   any   applicable   occupational   and  health  or  safety  law,
environmental  protection or pollution  control law or hazardous  waste or toxic
substances management, handling or disposal law.

 (h) Litigation.  Except as previously disclosed in writing to Bank prior to the
date of this  Agreement,  there is no action,  suit or  proceeding  at law or in
equity or by or before  any  governmental  instrumentality  or other  agency now
pending, or to the knowledge of Borrower,  threatened by or against or affecting
Borrower or any of the  properties  or rights of Borrower  which,  if  adversely
determined,  would  impair  the  right of  Borrower  to  carry  on its  business
substantially   as  now  conducted  or  would  adversely  affect  the  financial
condition, business or operations of Borrower.

 (i)  Misrepresentation.  Neither  this  Agreement,  the Note,  the other Credit
Documents,   nor  any  other  document,   statement,   financial  statement,  or
certificate  furnished  to  Bank  by or on  behalf  of  Borrower  in  connection
herewith,  contains an untrue  statement of a material  fact or omits to state a
material fact necessary to make the statements  contained therein not misleading
and,  insofar as Borrower can now foresee,  there is no event or condition which
may  in  the  future  materially   adversely  affect  the  financial  condition,
operations,  or  properties  of  Borrower  which  has not been set forth in this
Agreement  or in a document,  statement,  financial  statement,  or  certificate
furnished to Bank in connection herewith.

2.  Conditions.  The obligation of Bank to make any Loan hereunder is subject to
the  performance by Borrower of its  obligations  to be performed  hereunder and
under the Note and the other Credit Documents on or before the date of such Loan
and to the satisfaction of the following further conditions:

    (a) The representations and warranties  contained herein, in the Note and in
the  other  Credit  Documents  shall be true on and as of the date of each  Loan
hereunder  with the same effect as though  made on and as of each such date;  on
each such date no "Event of  Default"  under and as  defined  in the Note and no
event,  act or condition  which with notice or the passage of time or both would
constitute  such an Event of Default  shall have  occurred and be  continuing or
exist or shall occur or exist after giving effect to the Loan to be made on such
date; and any request for borrowing under Section 2.(b) below shall constitute a
certification by Borrower to both such effects.

    (b) Borrower  shall have  provided Bank with written  notice (or  telephonic
notice  confirmed  in writing) of the proposed  Loan  specifying  the  principal
amount thereof and the proposed date thereof,  which notice shall be received by
Bank at its designated  office no later than 1:00 p.m.,  local time at the place
where the proposed  Loan is to be payable,  on the date (which shall be a day on
which Bank is opened for  business ) of such  proposed  Loan.  Such notice shall
contain a certification as to the amounts of the then current Eligible  Accounts
and Eligible  Inventory.  In the event Bank receives telephonic notice, Bank may
act in reliance  upon such  telephonic  notice,  provided Bank has acted in good
faith.

 (c) The conditions,  if any, specified in any Supplement hereto and in the Note
or any Credit Document shall have been met to the satisfaction of Bank.

 (d) All legal  details and  proceedings  in  connection  with the  transactions
contemplated by this Agreement shall be satisfactory to Bank and Bank shall have
received  all such  counterpart  originals  or certified or other copies of such
documents and records of proceedings in connection  with such  transactions,  in
form and substance satisfactory to Bank, as Bank may from time to time request.

 3. General  Covenants.  In addition to the covenants  contained in the Note and
the other Credit  Documents,  Borrower hereby covenants and agrees that, so long
as any of the Loans are  outstanding,  or if there are no Loans  outstanding  so
long as the Commitment  Period has not expired,  Borrower shall,  except as Bank
may otherwise agree in Writing:

     (a) Financial Statements-Annual.  Furnish to Bank, within 90 days after the
end of each fiscal year of Borrower,  a financial statement of Borrower's profit
and loss and surplus  for such fiscal year and a balance  sheet as of the end of
such  fiscal  year,  in  each  case  setting  forth  in  comparative   form  the
corresponding  figures for the preceding  fiscal year, all in reasonable  detail
and audited by an independent  certified public accountant not unsatisfactory to
Bank.


     (b) Accounts  Receivable  and Inventory  Reporting.  Furnish to Bank, on or
before  the 45 day of  each  calendar  month,  a  report,  as at the  end of the
preceding calendar month,  containing  Borrower's account receivable aging and a
description of raw material and finished goods inventory, including a listing of
Eligible Accounts and Eligible  Inventory,  all in reasonable detail and in form
and content satisfactory to Bank.

     (c) Financial  Statements-Other.  Furnish to Bank each financial  statement
required  to be  delivered  to Bank by any  supplement,  addendum  or  amendment
hereto, and such other information  concerning the financial or business affairs
of Borrower as may be requested by Bank from time to time.

     (d)  Property.  Maintain and keep all its property in good repair,  working
order and condition  and make or cause to be made all  necessary or  appropriate
repairs,  renewals,  replacements,  substitutions,  additions,  betterments  and
improvements  thereto so that the efficiency of all such properties shall at all
times be properly preserved and maintained.

     (e) Taxes and  Assessments.  Duly pay and discharge all taxes,  assessments
and  governmental  charges  levied  upon or  assessed  against it or against its
properties or income prior to the date on which penalties are attached  thereto,
unless and except to the extent  only that such taxes,  assessments  and charges
shall be  contested  in good  faith and by  appropriate  proceedings  diligently
conducted by Borrower (unless and until  foreclosure,  distraint,  sale or other
similar proceedings shall have been commenced) and provided that such reserve or
their appropriate provisions, if any, as shall be required by generally accepted
accounting principles shall have been made therefor.

     (f)  Litigation.  Promptly give notice in writing to Bank of the occurrence
of any material  litigation,  arbitration or governmental  proceeding  affecting
Borrower, and of any governmental  investigation or labor dispute pending or, to
the  knowledge of Borrower,  threatened  which could  reasonably  be expected to
interfere  substantially  with normal  operations of the business of Borrower or
materially adversely, affect the financial condition, business, or operations of
Borrower.

 (g) Books and Records. Maintain and keep proper records and books of account in
conformance  with  generally  accepted   accounting   principles  applied  on  a
consistent  basis in which full,  true and correct  entries shall be made of all
its dealings and business affairs.

 (h)  Access to  Properties,  Books and  Records.  Permit  any of the  officers,
employees or  representatives of Bank to visit and inspect any of the properties
of Borrower  and to examine  its books and  records  and  discuss  the  affairs,
finances and accounts of Borrower with  representatives  thereof,  during normal
business hours, and as often as Bank may request.

 (i) Financial  Information-Guarantors.  Cause any third party  guarantor of the
Loans to submit  annually  or at any time  there is a  material  change in their
financial position,  personal or business financial  statements  containing such
financial information as may be requested by Bank from time to time.

j) Other Obligations.  Maintain all obligations of Borrower in whatsoever manner
incurred,  including but not limited to  obligations  for borrowed  money or for
services or goods purchased by Borrower, in a current status.

 (k)  Continuance  of  Business.  Not engage in any line of business  other than
those in which it is actively engaged in on the date hereof.

 (l)  Compliance  with Laws.  Comply,  and shall cause any subsidiary to comply,
with all laws, and all regulations or orders, issued pursuant thereto, including
but not limited to ERISA, the Code, any applicable  occupational,  and health or
safety law, environmental protection or pollution control law or hazardous waste
or toxic substances management, handling or disposal law.

 (m) Sale of Assets.  Except for sales or other dispositions of inventory in the
ordinary course of business,  not sell, lease, transfer, or otherwise dispose of
in  a  single  transaction,  or a  series  of  related  transactions,  all  or a
substantial  part of the property  and assets of Borrower,  whether now owned or
hereafter acquired, to any person, firm or corporation.

 (n)  Acquisition  of  Assets.   Not  purchase  or  otherwise   acquire  all  or
substantially  all  of the  operating  assets  of  any  other  person,  firm  or
corporation and, if Borrower is a corporation,  not merge or consolidate with or
into any other person, firm or corporation,  or permit any other person, firm or
corporation to merge with or into it, or acquire all or substantially all of the
property or assets of any other person, firm or corporation.

 (o)  Selling  Accounts  Receivable.  Not sell,  assign or  discount  any of its
accounts receivable or any promissory note held by it, with or without recourse,
other than the discount of such  receivables or notes in the ordinary  course of
business for collection.

 (p)  Payments  on  Outstanding  Stock.  Pursuant  to  or  in  contemplation  of
termination,  liquidation,  dissolution or winding up of Borrower, not purchase,
redeem or retire or make any  dividend  on or  distribution  on  account  of, if
Borrower is a  corporation,  any shares of the  capital  stock of Borrower or if
Borrower  is  a  partnership,  any  capital  account  of  any  partner  of  such
partnership.

(q) Affiliated Entities. Not establish any partnership, subsidiary, corporation,
joint venture or other form of business combination.

 (r) Insurance.  Keep all insurable  property,  real and personal,  now owned or
hereafter  acquired,  insured  at all times  against  loss or damage by fire and
extended  coverage  risks and other  hazards  of the kinds  customarily  insured
against and in amounts  customarily  carried by businesses engaged in comparable
businesses and comparably  situated:  effect all such insurance  under valid and
enforceable  policies  issued  by  insurers  of  recognized  responsibility  not
unacceptable  to Bank;  and,  promptly  from time to time upon  request of Bank,
deliver to Bank a summary schedule indicating all insurance then in effect.

 (s) Investments. Not purchase, own, invest in or otherwise acquire, directly or
indirectly,  any  stock or other  securities,  or make or  permit  to exist  any
investment  or capital  contribution  or acquire any interest  whatsoever in any
other person,  firm or  corporation or permit to exist any loans or advances for
such purposes except for investments in direct  obligations of the United States
of America or any agency thereof, obligations guaranteed by the United States of
America,  certificates  of deposit issued by a bank or trust company,  organized
under  the laws of the  United  States,  or any  state  thereof,  or  marketable
securities which are publicly traded on a nationally recognized market.

(t) Patents. Preserve and protect its patents, franchises, licenses, trademarks,
trademark rights, tradenames, tradename rights, and copyrights used or useful in
the conduct of its business.

u) Guarantees and Contingencies.  Not endorse, assume, guarantee,  become surety
for, or otherwise  become or remain liable in connection with the obligations of
any person, firm or corporation, except Borrower may endorse negotiable or other
instruments  for deposit or collection or similar  transactions  in the ordinary
course of its business.

 v) Transactions  with Affiliates.  Not enter into any  transaction,  including,
without limitation, the purchase, sale, leasing or exchange of property, real or
personal,  or the rendering of any service, with any person, firm or corporation
affiliated  with Borrower,  except in the ordinary course of and pursuant to the
reasonable  requirements  of  Borrower's  business and upon fair and  reasonable
terms no less  favorable  to Borrower  than would be  obtained  in a  comparable
arm's-length  transaction  with  any  other  person,  firm  or  corporation  not
affiliated with Borrower.

w) Modifications to Other Agreements. Not amend or modify any existing agreement
with any  person,  firm or  corporation  in any  manner  materially  adverse  to
Borrower.

x) Notice of Event of  Default.  Promptly  give notice in writing to Bank of the
occurrence of any Event of Default under and as defined in the Note,  and of any
condition,  event, act or omission which, with the giving of notice or the lapse
of time or both, would constitute such an Event of Default.

General Provisions.

 a) Waivers. The provisions of this Agreement may from time to time be waived in
writing by Bank in its sole discretion.  Any such waiver of any kind on the part
of Bank of any  breach or  default  under  this  Agreement  or any waiver of any
provision  or  condition  of this  Agreement  must be in  writing  and  shall be
effective  only to the  extent  set forth in such  writing.  No delay by Bank in
exercising any right or remedy hereunder shall operate as a waiver thereof

b)  Financial  Covenants.   Compliance  or  non-compliance  with  all  financial
covenants  of  Borrower  contained  herein,  or in any  supplement,  addendum or
amendment  hereto,  shall be determined in accordance  with  generally  accepted
accounting principles applied on a consistent basis. All financial statements of
Borrower required to be delivered to Bank hereby,  or by any written  supplement
now or hereafter  executed by Borrower in which  reference to this  Agreement is
made, shall be prepared on the basis of generally accepted accounting principles
applied on a consistent basis.

 (c)  Binding  Nature.  The  rights and  privileges  of Bank  contained  in this
Agreement  shall inure to the benefit of its  successors  and  assigns,  and the
duties of Borrower shall bind all heirs, personal  representatives,  successors,
and assigns.  "Borrower" refers  individually and collectively to all signers of
this Agreement,  including, in the case of any partnership, all general partners
of such partnership individually and collectively,  whether or not such partners
sign below.  Each of the signers  shall be jointly  and  severally  bound by the
terms hereof,  and, with respect to any  partnership  executing this  Agreement,
each  general  partner  shall be bound  hereby  both in such  general  partner's
individual and partnership capacities.

  (d)  Governing  Law. Time of  performance  hereunder is of the essence of this
Agreement. This Agreement and any written supplement hereto executed by Borrower
in which  reference to this  Agreement is made shall in all respects be governed
by the laws of the state  where the Note is payable  (except to the extent  that
federal law governs).

  (e) Severability. If any provision hereof shall for any reason be held invalid
or  unenforceable,  no other  provision  shall  be  affected  thereby,  and this
Agreement  shall be construed as if the invalid or  unenforceable  provision had
never been a part of it. The  descriptive  headings  hereof are for  convenience
only  and  shall  not in any way  affect  the  meaning  or  construction  of any
provision hereof.

 (f)  Definitions.  i) "Eligible  Accounts"  shall be defined as trade  accounts
receivable  created or acquired by Borrower in the  ordinary  course of business
which are and at all times  continue to be  acceptable to Bank and in which Bank
has a Prior Security Interest at all times.  Standards of acceptability shall be
fixed  and may be  revised  from time to time  solely  by Bank in its  exclusive
judgment.

 ii) "Eligible  Inventory" shall be defined as Borrower's  inventory,  excluding
work in process,  of saleable raw materials and finished goods  manufactured  or
acquired by Borrower in the ordinary course of business,  in its sole possession
or control,  stored in a location or  locations  and in a manner  acceptable  to
Bank. valued at the lower of cost or market value, which inventory is and at all
times  continues to be acceptable to Bank and in which Bank has a Prior Security
Interest  at all times.  Standards  of  acceptability  shall be fixed and may be
revised from time to time solely by Bank in its exclusive judgment.

iii) "Prior Security  Interest"  shall be defined as an  enforceable,  perfected
security interest (under the Uniform  Commercial Code), which interest is senior
and prior to all liens  (including  without  limitation all security  interests,
pledges,  bailments,  leases,  mortgages,  conditional sales and title retention
agreements, charges, claims, encumbrances, judgments, levies and all other types
of liens whatsoever).

 5. Loans Above Commitment Amount.  Notwithstanding  any other provision of this
Agreement,  the  Note  or  the  other  Credit  Documents,  if,  in  Bank's  sole
determination,  the principal  balance of the Loans  hereunder shall at any time
exceed the Commitment Amount, Borrower shall pay such excess to Bank on demand.

6. Special Covenants.  In addition to the covenants  contained herein and in the
Note and the other Credit Documents, Borrower hereby agrees that, so long as any
of the Loans are  outstanding,  or if there are no Loans  outstanding so long as
the Commitment Period has not expired,  Borrower shall, except as Bank may grant
its prior written consent,  comply with the special  provisions or covenants set
forth in any written supplement, now or hereafter executed by Borrower, in which
reference to this Agreement is made.

Attest:
Joseph E. Zavacky
(Corporate Seal)

C-COR Electronics, Inc.
By:  Chris A. Miller
Title:  Vice President - Finance
Address for Notices to Undersigned:
60 Decibel Road
State College, PA  16801

Mellon Bank, N.A.
By:  John A. Rodgers
Address for Notices to Bank:
Mellon Bank, N.A.
Attn: Middle Market Banking
P.O. Box 19
State College, PA  16804-0019