EXHIBIT 10.5

           AMENDED AND RESTATED $143,047.95 NEGOTIABLE PROMISSORY NOTE

                                                                December 9, 2005

         For value received, General DataComm Industries, Inc, having an office
at 6 Rubber Avenue, Naugatuck CT 06770 ("Payor"), promises to pay to the order
of John L. Segall, having an office at 11 Blackstone Drive, East Norwalk, CT
06855 ("Payee"), with interest at the rate of 10% per annum on the unpaid
balance thereof from December 9, 2005, the principal sum of $143,047.95 in
lawful money of the United States of America. This Note may be prepaid at any
time without penalty or premium. Interest which accrues during each calendar
month shall be paid on the first day of the following calendar month during the
term of this Note except the first interest payment shall be made May 1, 2006.
This Note is payable in two installments with $71,523.98 payable on February 28,
2007 and $71,523.97 payable on February 28, 2008. This Note evidences amendment
and restatement of a loan made to Payor by Payee in the sum of $125,000 for the
purpose of Payor paying and replacing indebtedness of a similar amount owed to
Ableco Finance LLC, as Agent, and the Lenders, under Loan and Security Agreement
dated as of August 20, 2002. Accrued unpaid interest on the original note
replaced by this Note is included in the principal amount payable.

         1. Payment of this Note is unconditional and shall be made without
defense, counterclaim or offset, any defense to be asserted in a separate suit.
If payment is not made at maturity or upon the occurrence of a Default, then
interest shall accrue from such date until paid in full at the rate of 12% per
annum or the maximum permitted by law, whichever is less. This Note is secured
by a security agreement dated December 30, 2003, as amended.

         2. The term "Default" as used herein shall mean the failure of Payor to
pay the principal or interest on this Note when due or the failure of Payor to
perform any other obligation (including the obligations under the security
agreement securing this Note) or if an Event of Default exists under the Payor's
Loan and Security Agreement with Ableco Finance LLC and such indebtedness is
accelerated.

         3. Payor agrees to pay all costs and expenses of collection, including
reasonable attorney's fees, in the event of acceleration of this Note by Payee
or holder following Default.

         4. Presentation for payment, notice of dishonor, protest and notice of
protest are hereby waived.

         5. This Note shall be governed by the laws of the State of Connecticut.
The Payor of this Note hereby submits to the exclusive jurisdiction of the
courts of general jurisdiction of the State of Connecticut , and hereby waives,
and agrees not to assert, as a defense in any action, suit or proceeding for the
interpretation or enforcement of this Note, that it is not subject thereto or
<PAGE>

that such action, suit or proceeding may not be brought or it is not
maintainable in such courts, or that this Note may not be enforced in or by such
courts, or that the suit, action or proceeding is brought in an inconvenient
forum, or that the venue of the suit, action or proceeding is improper. Service
of process with respect thereto may be made upon Payor by mailing a copy thereof
by registered or certified mail, postage prepaid, to such party at its address
as provided above.

                                       GENERAL DATACOMM INDUSTRIES, INC.

                                       By: /s/ WILLIAM G. HENRY
                                           -------------------------------------
                                           William G. Henry
                                           Title: Vice President, Finance
                                                  and Administration

                                       2