GENERAL DATACOMM INDUSTRIES INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                                                    EXHIBIT 10.3


THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT, COPIES OF WHICH WILL
BE MADE AVAILABLE UPON REQUEST.


                        GENERAL DATACOMM INDUSTRIES, INC.

                          COMMON STOCK PURCHASE WARRANT


No. D-1                                                        September 30 2004


                                                             Warrant to Purchase
                                                          Shares of Common Stock


           GENERAL DATACOMM INDUSTRIES, INC., a Delaware corporation (the
"Corporation"), for value received, hereby certifies that HOWARD S. MODLIN, or
his registered assigns (the "Holder"), is entitled to purchase from the
Corporation seven hundred sixty-one thousand six hundred fourteen (761,614) (the
"Warrant Quantity") duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock, par value $0.01 per share, of the
Corporation (the "Common Stock"), at a purchase price of $0.32825 per share (the
"Warrant"), at any time or from time to time on and after the date hereof but
prior to 5:00 P.M., New York City time, on September 29, 2009 (the "Expiration
Date"), subject to the terms, conditions and adjustments set forth below in this
Warrant.

           1.    DEFINITIONS. As used herein, unless the context otherwise
requires, the following terms shall have the meanings indicated:

           "Business Day" shall mean any day other than a Saturday or a Sunday
or any day on which national banks are authorized or required by law to close.
Any reference to "days" (unless Business Days are specified) shall mean calendar
days.

           "Common Stock" shall have the meaning assigned to it in the
introduction to this Warrant, such term to include any stock into which such
Common Stock shall have been changed or any stock resulting from any
reclassification of such Common Stock.

<PAGE>

           "Corporation" shall have the meaning assigned to it in the
introduction to this Warrant, such term to include any corporation or other
entity which shall succeed to or assume the obligations of the Corporation
hereunder in compliance with Section 4.

           "Current Market Price" shall mean, on any date specified herein, the
average of the daily Market Price during the 10 consecutive trading days
commencing 15 trading days before such date, except that, if on any such date
the shares of Common Stock are not listed or admitted for trading on any
national securities exchange or quoted in the over-the-counter market, the
Current Market Price shall be the Market Price on such date.

           "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and the rules and regulations thereunder, or any
successor statute.

           "Expiration Date" shall have the meaning assigned to it in the
introduction to this Warrant.

           "Fair Value" shall mean, on any date specified herein (i) in the case
of cash, the dollar amount thereof, (ii) in the case of a security, the Current
Market Price, and (iii) in all other cases, the fair value thereof (as of a date
which is within 20 days of the date as of which the determination is to be made)
determined jointly by the Corporation and the Holder; provided, however, that if
such parties are unable to reach agreement within a reasonable period of time,
the Fair Value shall be determined in good faith, by an independent investment
banking firm selected jointly by the Corporation and the Holder or, if that
selection cannot be made within ten days, by an independent investment banking
firm selected by the American Arbitration Association in accordance with its
rules, and provided further, that the Corporation shall pay all of the fees and
expenses of any third parties incurred in connection with determining the Fair
Value.

           "Holder" shall have the meaning assigned to it in the introduction to
this Warrant.

           "Market Price" shall mean, on any date specified herein, the amount
per share of the Common Stock, equal to (i) the last reported sale price of such
Common Stock, regular way, on such date or, in case no such sale takes place on
such date, the average of the closing bid and asked prices thereof regular way
on such date, in either case as officially reported on the principal national
securities exchange on which such Common Stock is then listed or admitted for
trading, (ii) if such Common Stock is not then listed or admitted for trading on
any national securities exchange but is designated as a national market system
security by the NASD, the last reported trading price of the Common Stock on
such date, (iii) if there shall have been no trading on such date or if the
Common Stock is not so designated, the average of the closing bid and asked
prices of the Common Stock on such date as shown by the NASD automated quotation
system, or (iv) if such Common Stock is not then listed or admitted for trading
on any national exchange or quoted in the over-the-counter market, the fair
value thereof (as of a date which is within 20 days of the date as of which the
determination is to be made) determined jointly by the Corporation and the
Holder; provided, however, if such parties are unable to reach agreement within
a reasonable period of time, the fair value shall be determined in good faith by
an independent investment banking firm selected jointly by the Corporation and
the Holder or, if that selection cannot be made within ten days, by an
independent investment banking firm

                                       2
<PAGE>

selected by the American Arbitration Association in accordance with its rules,
and provided further, that the Corporation shall pay all of the fees and
expenses of any third parties incurred in connection with determining the Market
Price.

           "NASD" shall mean the National Association of Securities Dealers,
Inc.

           "Other Securities" shall mean any stock (other than Common Stock) and
other securities of the Corporation or any other Person (corporate or otherwise)
which the holders of this Warrant at any time shall be entitled to receive, or
shall have received, upon the exercise of this Warrant, in lieu of or in
addition to Common Stock, or which at any time shall be issuable or shall have
been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.

           "Partial Exercise" shall mean any exercise of this Warrant for less
than the Warrant Quantity on the date of such exercise.

           "Person" shall mean any individual, firm, partnership, corporation,
trust, joint venture, association, joint stock company, limited liability
company, unincorporated organization or any other entity or organization,
including a government or agency or political subdivision thereof, and shall
include any successor (by merger or otherwise) of such entity.

           "Purchase Price" shall mean $0.01 per share.

           "Restricted Securities" shall mean (i) any warrants bearing the
applicable legend set forth in Section 10.1, (ii) any shares of Common Stock (or
Other Securities) issued or issuable upon the exercise of this Warrant which are
(or, upon issuance, will be) evidenced by a certificate or certificates bearing
the applicable legend set forth in such Section, and (iii) any shares of Common
Stock (or Other Securities) issued subsequent to the exercise of this Warrant as
a dividend or other distribution with respect to, or resulting from a
subdivision of the outstanding shares of Common Stock (or Other Securities) into
a greater number of shares by reclassification, stock splits or otherwise, or in
exchange for or in replacement of the Common Stock (or Other Securities) issued
upon such exercise, which are evidenced by a certificate or certificates bearing
the applicable legend set forth in such Section.

           "Securities Act" shall mean the Securities Act of 1933, as amended
from time to time, and the rules and regulations thereunder, or any successor
statute.

           "Warrant" shall have the meaning assigned to it in the introduction
to this Warrant.

           "Warrant Quantity" shall have the meaning assigned to it in the
introduction to this Warrant.

           2.    EXERCISE OF WARRANT.
                 -------------------

           2.1.  Manner of Exercise; Payment of the Purchase Price; Adjustment
for Partial Exercise. (a) This Warrant may be exercised by the Holder hereof, in
whole or in part, at

                                       3
<PAGE>

any time or from time to time through the Expiration Date, by surrendering to
the Corporation at its principal office this Warrant, with the form of Election
to Purchase Shares attached hereto as Exhibit A (or a reasonable facsimile
thereof) duly executed by the Holder and accompanied by payment of the Purchase
Price for the number of shares of Common Stock specified in such form.

           (b)   Payment of the Purchase Price may be made as follows (or by any
combination of the following): (i) in United States currency by cash or delivery
of a certified check or bank draft payable to the order of the Corporation or by
wire transfer to the Corporation, (ii) by cancellation of such number of the
shares of Common Stock otherwise issuable to the Holder upon such exercise as
shall be specified in such Election to Purchase Shares, such that the excess of
the aggregate Current Market Price of such specified number of shares on the
date of exercise over the portion of the Purchase Price attributable to such
shares shall equal the Purchase Price attributable to the shares of Common Stock
to be issued upon such exercise, in which case such amount shall be deemed to
have been paid to the Corporation and the number of shares issuable upon such
exercise shall be reduced by such specified number, or (iii) by surrender to the
Corporation for cancellation certificates representing shares of Common Stock of
the Corporation owned by the Holder (properly endorsed for transfer in blank)
having a Current Market Price on the date of Warrant exercise equal to the
Purchase Price.

           (c)   In the event of any Partial Exercise of this Warrant, the
Warrant Quantity shall be reduced, effective as of the effective date of such
Partial Exercise, by such number of shares of Common Stock equal to the
difference between (i) the Warrant Quantity on the date of such Partial Exercise
and (ii) the number of shares of Common Stock, purchased by the Holder in
connection with such Partial Exercise.

           2.2.  When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
Business Day on which this Warrant shall have been surrendered to, and the
Purchase Price shall have been received by, the Corporation as provided in
Section 2.1, and at such time the Person or Persons in whose name or names any
certificate or certificates for shares of Common Stock (or Other Securities)
shall be issuable upon such exercise as provided in Section 2.3 shall be deemed
to have become the holder or holders of record thereof for all purposes.

           2.3.  Delivery of Stock Certificates, etc.; Charges, Taxes and
Expenses. (a) As soon as practicable after each exercise of this Warrant, in
whole or in part, and in any event within five (5) Business Days thereafter, the
Corporation shall cause to be issued in the name of and delivered to the Holder
hereof or, subject to Section 10, as the Holder may direct,

                 (i)   a certificate or certificates for the number of shares of
     Common Stock (or Other Securities) to which the Holder shall be entitled
     upon such exercise plus, in lieu of issuance of any fractional share to
     which the Holder would otherwise be entitled, if any, a check for the
     amount of cash equal to the same fraction multiplied by the Current Market
     Price per share on the date of Warrant exercise, and

                                       4
<PAGE>

                 (ii)  in case such exercise is a Partial Exercise, a new
     Warrant or Warrants of like tenor, for the balance of the Warrant Quantity,
     as adjusted pursuant to Section 2.1(c).

           (b)   Issuance of certificates for shares of Common Stock upon the
exercise of this Warrant shall be made without charge to the Holder hereof for
any issue or other incidental expense, in respect of the issuance of such
certificates, all of which such taxes and expenses shall be paid by the
Corporation.

           2.4.  Corporation to Reaffirm Obligations. The Corporation shall, at
the time of each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing its continuing obligation to afford to such
Holder all rights to which such Holder shall continue to be entitled after such
exercise in accordance with the terms of this Warrant, provided that if the
Holder of this Warrant shall fail to make any such request, such failure shall
not affect the continuing obligation of the Corporation to afford such rights to
the Holder.

           3.    DIVIDENDS AND DISTRIBUTIONS.
                 ---------------------------

           3.1.  General; Warrant Quantity. This Warrant evidences the right to
purchase a number of shares of Common Stock equal to the Warrant Quantity,
subject to adjustment as provided in Section 2.1(c).

           3.2.  Extraordinary Dividends and Distributions. In case the
Corporation at any time or from time to time after the date hereof shall
declare, order, pay or make a dividend or other distribution (including, without
limitation, (i) any distribution of other or additional stock, (ii) other
securities or property or (iii) rights, options or warrants to subscribe for
purchase or otherwise acquire either shares of Common Stock or securities
convertible into or exchangeable for shares of Common Stock, by way of dividend
or spin-off, reclassification, recapitalization or similar corporate
rearrangement) on the Common Stock other than (a) a dividend payable in shares
of Common Stock, then, in each such case, the Corporation shall make proper
provision to pay to the Holder of this Warrant, at the time of the exercise of
this Warrant such dividend or distribution paid to the holders of the Common
Stock, an amount equal to the product of (i) the Warrant Quantity and (ii) the
Fair Value of such dividend or distribution, at the time of such dividend or
distribution, applicable to one share of Common Stock.

           4.    CONSOLIDATION, MERGER, ETC.
                 --------------------------

           4.1.  Adjustments for Consolidation, Merger, Sale of Assets,
Reorganization, etc. In case the Corporation after the date hereof (a) shall
consolidate with or merge into any other Person and shall not be the continuing
or surviving corporation of such consolidation or merger, (b) shall permit any
other Person to consolidate with or merge into the Corporation and the
Corporation shall be the continuing or surviving Person but, in connection with
such consolidation or merger, the Common Stock or Other Securities shall be
changed into or exchanged for stock or other securities of any other Person or
cash or any other property, (c) shall transfer all or substantially all of its
properties or assets to any other Person, or (d) shall effect a capital
reorganization or reclassification of the Common Stock or Other Securities,
then, and in the case of each such transaction, proper provision shall be made
so that, upon the basis and the terms and in the manner

                                       5
<PAGE>

provided in this Warrant, the Holder of this Warrant, upon the exercise hereof
at any time after the consummation of such transaction, shall be entitled to
receive (at the aggregate Purchase Price in effect at the time of such
consummation for all Common Stock or Other Securities issuable upon such
exercise immediately prior to such consummation), in lieu of the Common Stock or
Other Securities issuable upon such exercise prior to such consummation, the
highest amount of securities, cash or other property to which such Holder would
actually have been entitled as a stockholder upon such consummation if such
Holder had exercised this Warrant immediately prior thereto, subject to
adjustments (subsequent to such consummation) as nearly equivalent as possible
to the adjustments provided for in this Warrant. If additional shares of Common
Stock are issued by the Corporation pursuant to a stock split or stock dividend
in excess of 5% in any one fiscal year of the Corporation, the number of shares
of Common Stock then issuable on exercise shall be increased proportionately
with no increase in the total purchase price of the shares of Common Stock then
covered herein. In the event that the shares of Common Stock of the Corporation
are reduced at any time by a combination of shares, the number of shares of
Common Stock then issuable on exercise herein shall be reduced proportionately
with no reduction in the total purchase price of the shares of Common Stock then
covered herein.

           4.2.  Assumption of Obligations. Notwithstanding anything contained
in this Warrant to the contrary, the Corporation shall not effect any of the
transactions described in clauses (a) through (d) of Section 4.1 unless, prior
to the consummation thereof, each Person (other than the Corporation) which may
be required to deliver any stock, securities, cash or property upon the exercise
of this Warrant as provided herein shall assume, by written instrument delivered
to, and reasonably satisfactory to, the Holder of this Warrant, (a) the
obligations of the Corporation under this Warrant (and if the Corporation shall
survive the consummation of such transaction, such assumption shall be in
addition to, and shall not release the Corporation from, any continuing
obligations of the Corporation under this Warrant), and (b) the obligation to
deliver to the Holder such shares of stock, securities, cash or property as, in
accordance with the foregoing provisions of this Section 4, the Holder may be
entitled to receive and such Person shall have similarly delivered to the Holder
an opinion of counsel for such Person, which counsel shall be reasonably
satisfactory to the Holder, stating that this Warrant shall thereafter continue
in full force and effect and the terms hereof (including, without limitation,
all of the provisions of this Section 4) shall be applicable to the stock,
securities, cash or property which such Person may be required to deliver upon
any exercise of this Warrant or the exercise of any rights pursuant hereto.

           5.    OTHER DILUTIVE EVENTS. In case any event shall occur as to
which, the provisions of Section 3 or Section 4 hereof are not strictly
applicable or if strictly applicable would not fairly protect the purchase
rights of the Holder in accordance with the essential intent and principles of
such Sections, then, in each such case, the Board of Directors of the
Corporation shall make an adjustment in the application of such provisions, in
accordance with such essential intent and principles, so as to preserve, without
dilution, the purchase rights represented by this Warrant.

                                       6
<PAGE>

           6.    NO DILUTION OR IMPAIRMENT. The Corporation shall not, by
amendment of its certificate of incorporation or through any consolidation,
merger, reorganization, transfer of assets, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms, and in the taking of
all such action, as may be necessary or appropriate in order to protect the
rights of the Holder of this Warrant against dilution or other impairment.
Without limiting the generality of the foregoing, the Corporation (a) shall not
permit the par value of any shares of stock receivable upon the exercise of this
Warrant to exceed the amount payable therefor upon such exercise, (b) shall take
all such action as may be necessary or appropriate in order that the Corporation
may validly and legally issue fully paid and nonassessable shares of stock, free
from all taxes, liens, security interests, encumbrances, preemptive rights and
charges on the exercise of this Warrant from time to time outstanding, (c) shall
not take any action which results in any adjustment of the Warrant Quantity if
the total number of shares of Common Stock (or Other Securities) issuable after
the action upon the exercise of all of this Warrant would exceed the total
number of shares of Common Stock (or Other Securities) then authorized by the
Corporation's certificate of incorporation and available for the purpose of
issue upon such exercise, and (d) shall not issue any capital stock of any class
which is preferred as to dividends or as to the distribution of assets upon
voluntary or involuntary dissolution, liquidation or winding up, unless the
rights of the holders thereof shall be limited to a fixed sum or percentage of
par value or a sum determined by reference to a formula based on a published
index of interest rates, an interest rate publicly announced by a financial
institution or a similar indicator of interest rates in respect of participation
in dividends and to a fixed sum or percentage of par value in any such
distribution of assets.

           7.    NOTICES OF CORPORATE ACTION. In the event of:
                 ---------------------------

                 (a)   any taking by the Corporation of a record of the holders
     of any class of securities for the purpose of determining the holders
     thereof who are entitled to receive any dividend or other distribution, or
     any right to subscribe for, purchase or otherwise acquire any shares of
     stock of any class or any other securities or property, or to receive any
     other right, or

                 (b)   any capital reorganization of the Corporation, any
     reclassification or recapitalization of the capital stock of the
     Corporation, any consolidation or merger involving the Corporation and any
     other Person, any transaction or series of transactions by the Corporation
     in which more than 50% of the voting securities of the Corporation are
     transferred to another Person, or any transfer, sale or other disposition
     of all or substantially all the assets of the Corporation to any other
     Person, or

                 (c)   any voluntary or involuntary dissolution, liquidation or
     winding-up of the Corporation,

the Corporation shall mail to each holder of a Warrant a notice specifying (i)
the date or expected date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right, and (ii) the date or expected date on
which any such reorganization, reclassification, recapitalization,
consolidation,


                                       7
<PAGE>

merger, transfer, sale, disposition, dissolution, liquidation or winding-up is
to take place and the time, if any such time is to be fixed, as of which the
holders of record of Common Stock (or Other Securities) shall be entitled to
exchange their shares of Common Stock (or Other Securities) for the securities
or other property deliverable upon such reorganization, reclassification,
recapitalization, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least 30 days prior to the date
therein specified.

           8.    REGISTRATION OF COMMON STOCK. If any shares of Common Stock
required to be reserved for purposes of exercise of this Warrant require
registration with or approval of any governmental authority under any federal or
state law (other than the Securities Act) before such shares may be issued upon
exercise, the Corporation shall, at its expense and as expeditiously as
possible, use its best efforts to cause such shares to be duly registered or
approved, as the case may be. At any such time as Common Stock is listed on any
national securities exchange, the Corporation shall, at its expense, obtain
promptly and maintain the approval for listing on each such exchange, upon
official notice of issuance, the shares of Common Stock issuable upon exercise
of the then outstanding warrants and maintain the listing of such shares after
their issuance; and the Corporation shall also list on such national securities
exchange, shall register under the Exchange Act and shall maintain such listing
of, any Other Securities that at any time are issuable upon exercise of the
Warrants, if and at the time that any securities of the same class shall be
listed on such national securities exchange by the Corporation.

           9.    RESTRICTIONS ON TRANSFER.
                 ------------------------

           9.1.  Restrictive Legends. Except as otherwise permitted by this
Section 9, each Warrant (including each Warrant issued upon the transfer of any
Warrant) shall be stamped or otherwise imprinted with a legend in substantially
the following form:

     "THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
     THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR
     OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
     STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT
     TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
     SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
     OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN
     THIS WARRANT, COPIES OF WHICH WILL BE MADE AVAILABLE UPON REQUEST."

Except as otherwise permitted by this Section 9, each certificate for Common
Stock (or Other Securities) issued upon the exercise of any Warrant, and each
certificate issued upon the transfer of any such Common Stock (or Other
Securities), shall be stamped or otherwise imprinted with a legend in
substantially the following form:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS

                                       8
<PAGE>

     AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD,
     TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
     REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
     OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF
     SUCH ACT AND SUCH LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR
     OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN
     THE COMMON STOCK PURCHASE WARRANT ISSUED BY GENERAL DATACOMM INDUSTRIES,
     INC., A COMPLETE AND CORRECT COPY OF WHICH IS AVAILABLE FOR INSPECTION AT
     THE PRINCIPAL OFFICE OF THE ISSUER HEREOF AND WILL BE FURNISHED TO THE
     HOLDER OF SUCH SECURITIES UPON WRITTEN REQUEST AND WITHOUT CHARGE."

           9.2.  Transfer to Comply With the Securities Act. Restricted
Securities may not be sold, assigned, pledged, hypothecated, encumbered or in
any manner transferred or disposed of, in whole or in part, except pursuant to
(i) an effective registration statement under the Securities Act and/or
applicable state securities or Blue Sky laws or (ii) an exemption from
registration under the Securities Act which is available.

           9.3.  Termination of Restrictions. The restrictions imposed by this
Section 9 on the transferability of Restricted Securities shall cease and
terminate as to any particular Restricted Securities (a) when a registration
statement with respect to the sale of such securities shall have been declared
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (b) when such securities are
sold pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act, or (c) when, in the opinion of both counsel for the Holder and
counsel for the Corporation, such restrictions are no longer required or
necessary in order to protect the Corporation against a violation of the
Securities Act upon any sale or other disposition of such securities without
registration thereunder. Whenever such restrictions shall cease and terminate as
to any Restricted Securities, the Holder shall be entitled to receive from the
Corporation, without expense, new securities of like tenor not bearing the
applicable legends required by Section 9.1.

           10.   REPRESENTATIONS OF THE CORPORATION.
                 ----------------------------------

           10.1. Organization and Qualification. The Corporation is a
corporation duly organized and validly existing in good standing under the laws
of the jurisdiction in which it is incorporated, and has the requisite corporate
power to own its properties and to carry on its business as now being conducted.
The Corporation is duly qualified as a foreign corporation to do business and is
in good standing in every jurisdiction in which the nature of the business
conducted by it makes such qualification necessary.

           10.2  Authorization; Enforcement; Compliance with Other Instruments.
(i) The Corporation has the requisite corporate power and authority to enter
into and perform its obligations under this Warrant and to issue the shares of
Common Stock issuable upon exercise

                                       9
<PAGE>

of this Warrant, (the "Warrant Shares") upon the exercise of this Warrant, in
accordance with the terms hereof, (ii) the execution and delivery of this
Warrant by the Corporation and the consummation by it of the transactions
contemplated hereby and thereby, including, without limitation, the issuance of
this Warrant and the reservation for issuance and the issuance of the Warrant
Shares, upon exercise of this Warrant, have been duly authorized by the
Corporation's Board of Directors and no further consent or authorization is
required by the Corporation, its Board of Directors or its stockholders, (iii)
this Warrant has been duly executed and delivered by the Corporation, and (iv)
this Warrant constitutes valid and binding obligations of the Corporation
enforceable against the Corporation in accordance with its terms, except as such
enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally, the enforcement of creditors' rights and
remedies.

           10.3  Issuance of Warrant and Warrant Shares. This Warrant is duly
authorized and shall not be subject to preemptive rights or other similar rights
of stockholders of the Corporation. The Warrant Shares have been duly authorized
and reserved for issuance upon exercise of this Warrant, and upon such exercise,
will be validly issued, fully paid and non-assessable, free from all taxes,
liens and charges with respect to the issue thereof, and will not be subject to
preemptive rights or other similar rights of stockholders of the Corporation.

           10.4  No Conflicts. The execution, delivery and performance of this
Warrant by the Corporation, and the consummation by the Corporation of the
transactions contemplated hereby (including, without limitation, the issuance of
the Warrant Shares) will not (i) result in a violation of any organizational
documents governing the Corporation or (ii) violate or conflict with, or result
in a breach of any provision of, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any
material agreement, indenture or instrument to which the Corporation or any of
its subsidiaries is a party, or result in a violation of any law, rule,
regulation, order, judgment or decree applicable to the Corporation or any of
its subsidiaries or by which any property or asset of the Corporation or any of
its subsidiaries is bound or affected. The Corporation is not required to obtain
any consent, authorization or order of, or make any filing or registration with,
any court or governmental or regulatory or self-regulatory agency in order for
it to execute, deliver or perform any of its obligations under or contemplated
by this Warrant in accordance with the terms hereof. All consents,
authorizations, orders, filings and registrations which the Corporation is
required to obtain pursuant to the preceding sentence have been obtained or
effected on or prior to the date hereof.

           10.5. Investment Company Status. The Corporation is not and, upon
issuance of this Warrant or the Warrant Shares, will not be an "investment
company," a company controlled by an "investment company" or an "affiliated
person" of, or "promoter" or "principal underwriter" for, an "investment
company" as such terms are defined in the Investment Company Act of 1940, as
amended.

                                       10
<PAGE>

           11.   RESERVATION OF STOCK, ETC. The Corporation shall at all times
reserve and keep available, solely for issuance and delivery upon exercise of
this Warrant and any other warrants outstanding, the number of shares of Common
Stock (or Other Securities) from time to time issuable upon exercise of this
Warrant and any other warrants then outstanding. All shares of Common Stock (or
Other Securities) issuable upon exercise of this Warrant shall be duly
authorized and, when issued upon such exercise, shall be validly issued and, in
the case of shares, fully paid and nonassessable, with no liability on the part
of the holders thereof, and, in the case of all securities, shall be free from
all taxes, liens, security interests, encumbrances, preemptive rights and
charges. The transfer agent for the Common Stock, which may be the Corporation
("Transfer Agent"), and every subsequent Transfer Agent for any shares of the
Corporation's capital stock issuable upon the exercise of any of the purchase
rights represented by this Warrant, are hereby irrevocably authorized and
directed at all times until the Expiration Date to reserve such number of
authorized and unissued shares as shall be requisite for such purpose. The
Corporation shall keep copies of this Warrant on file with the Transfer Agent
for the Common Stock and with every subsequent Transfer Agent for any shares of
the Corporation's capital stock issuable upon the exercise of the rights of
purchase represented by this Warrant. The Corporation shall supply such Transfer
Agent with duly executed stock certificates for such purpose.

           12.   REGISTRATION AND TRANSFER OF WARRANTS, ETC.
                 -------------------------------------------

           12.1. Warrant Register; Ownership of Warrants. Each Warrant issued by
the Corporation shall be numbered and shall be registered in a warrant register
(the "Warrant Register") as it is issued and transferred, which Warrant Register
shall be maintained by the Corporation at its principal office or, at the
Corporation's election and expense, by a Warrant Agent or the Transfer Agent.
The Corporation shall be entitled to treat the registered holder of any Warrant
on the Warrant Register as the owner in fact thereof for all purposes and shall
not be bound to recognize any equitable or other claim to or interest in such
Warrant on the part of any other Person, and shall not be affected by any notice
to the contrary, except that, if and when any Warrant is properly assigned in
blank, the Corporation may (but shall not be obligated to) treat the bearer
thereof as the owner of such Warrant for all purposes. Subject to Section 9, a
Warrant, if properly assigned, may be exercised by a new holder without a new
Warrant first having been issued.

           12.2. Transfer of Warrants. Subject to compliance with Section 9, if
applicable, this Warrant and all rights hereunder are transferable, in whole or
in part, without charge to the Holder hereof, upon surrender of this Warrant
with a properly executed Form of Assignment, attached hereto as Exhibit B, at
the principal office of the Corporation, to any family member of the Holder
and/or any trust, corporation or other affiliate of any such family member. Upon
any partial transfer, the Corporation shall, at its expense, issue and deliver
to the Holder a new Warrant of like tenor, in the name of the Holder, which
shall be exercisable for such number of shares of Common Stock with respect to
which rights under this Warrant were not so transferred. Warrant Shares are
transferable, in whole or in part, without charge to the Holder thereof, to any
family member of the Holder and/or any trust, corporation or other affiliate of
any such family member.

                                       11
<PAGE>

           12.3. Replacement of Warrants. On receipt by the Corporation of
evidence reasonably satisfactory to the Corporation of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction of this Warrant, on delivery of an indemnity agreement
reasonably satisfactory in form and amount to the Corporation or, in the case of
any such mutilation, on surrender of such Warrant to the Corporation at its
principal office and cancellation thereof, the Corporation, at its expense,
shall execute and deliver, in lieu thereof, a new Warrant of like tenor.

           12.4. Adjustments To Number of Shares. Notwithstanding the number of
shares of Common Stock purchasable upon exercise of this Warrant, any Warrant
theretofore or thereafter issued may continue to express the same number of
shares of Common Stock as are stated in this Warrant, as initially issued.

           12.5. Fractional Shares. Notwithstanding any adjustment in the number
of shares of Common Stock covered by this Warrant or any other provision of this
Warrant, the Corporation shall not be required to issue fractions of shares upon
exercise of this Warrant or to distribute certificates which evidence fractional
shares. In lieu of fractional shares, the Corporation shall make payment to the
Holder, at the time of exercise of this Warrant as herein provided, in an amount
in cash equal to such fraction (after aggregation of all shares and fractional
shares to be issued upon such exercise) multiplied by the Current Market Price
of a share of Common Stock on the date of Warrant exercise.

           13.   REMEDIES; SPECIFIC PERFORMANCE. The Corporation stipulates that
there would be no adequate remedy at law to the Holder of this Warrant in the
event of any default or threatened default by the Corporation in the performance
of or compliance with any of the terms of this Warrant and accordingly, the
Corporation agrees that, in addition to any other remedy to which the Holder may
be entitled at law or in equity, the Holder shall be entitled to seek to compel
specific performance of the obligations of the Corporation under this Warrant,
without the posting of any bond, in accordance with the terms and conditions of
this Warrant in any court of the United States or any State thereof having
jurisdiction, and if any action should be brought in equity to enforce any of
the provisions of this Warrant, the Corporation shall not raise the defense that
there is an adequate remedy at law. Except as otherwise provided by law, a delay
or omission by the Holder hereto in exercising any right or remedy accruing upon
any such breach shall not impair the right or remedy or constitute a waiver of
or acquiescence in any such breach. No remedy shall be exclusive of any other
remedy. All available remedies shall be cumulative.

           14.   NO LIABILITIES AS STOCKHOLDER. Nothing contained in this
Warrant shall be construed as imposing any obligation on the Holder to purchase
any securities or as imposing any liabilities on the Holder as a stockholder of
the Corporation, whether such obligation or liabilities are asserted by the
Corporation or by creditors of the Corporation.

           15.   NOTICES. All notices and other communications (and deliveries)
provided for or permitted hereunder shall be made in writing by hand delivery,
telecopier, any courier guaranteeing overnight delivery or first class
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

                                       12
<PAGE>

           If to the Corporation:  General DataComm Industries, Inc.
                                   6 Rubber Avenue
                                   Naugatuck, CT 06770
                                   Attention: Mr. William Henry,
                                   Chief Financial Officer
                                   Fax No.: (203) 729-3182

           with copies to:         Weisman Celler Spett & Modlin, P.C.
                                   445 Park Avenue
                                   New York, NY 10022
                                   Attn: Gerald Gordon, Esq.
                                   Fax No: (212) 371-5407

           If to Holder:           Howard S. Modlin
                                   445 Park Avenue
                                   New York, NY 10022
                                   Fax No: (212) 371-5407

           with copies to:         Weisman Celler Spett & Modlin, P.C.
                                   445 Park Avenue
                                   New York, NY 10022
                                   Attn: Gerald Gordon, Esq.
                                   Fax No: (212) 371-5407

           All such notices and communications (and deliveries) shall be deemed
to have been duly given: at the time delivered by hand, if personally delivered;
when receipt is acknowledged, if telecopied; on the next Business Day, if timely
delivered to a courier guaranteeing overnight delivery; and five days after
being deposited in the mail, if sent first class registered or certified mail,
return receipt requested, postage prepaid; provided, that, the exercise of any
Warrant shall be effective in the manner provided in Section 2.

           16.   AMENDMENTS. This Warrant and any term hereof may not be
amended, modified, supplemented or terminated, and waivers or consents to
departures from the provisions hereof may not be given, except by written
instrument duly executed by the party against which enforcement of such
amendment, modification, supplement, termination or consent to departure is
sought.

           17.   DESCRIPTIVE HEADINGS, ETC. The headings in this Warrant are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Warrant otherwise
requires: (1) words of any gender shall be deemed to include each other gender;
(2) words using the singular or plural number shall also include the plural or
singular number, respectively; (3) the words "hereof", "herein" and "hereunder"
and words of similar import when used in this Warrant shall refer to this
Warrant as a whole and not to any particular provision of this Warrant, and
Section and paragraph references are to the Sections and paragraphs of this
Warrant unless otherwise

                                       13
<PAGE>

specified; (4) the word "including" and words of similar import when used in
this Warrant shall mean "including, without limitation," unless otherwise
specified; (5) "or" is not exclusive; and (6) provisions apply to successive
events and transactions.

           18.   CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER. THE VALIDITY OF
THIS WARRANT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE
RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR
RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

           THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS WARRANT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. THE
CORPORATION AND HOLDER WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY
RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT
TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION
18.

           THE CORPORATION AND HOLDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
WARRANT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. THE CORPORATION AND HOLDER REPRESENT THAT EACH HAS REVIEWED
THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF
THIS WARRANT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

           19.   COSTS AND ATTORNEYS' FEES. In the event that any action, suit
or other proceeding is instituted concerning or arising out of this Warrant, the
Corporation agrees and the Holder, by taking and holding this Warrant agrees,
that the prevailing party shall recover from the non-prevailing party all of
such prevailing party's costs and reasonable attorneys' fees incurred in each
and every such action, suit or other proceeding, including any and all appeals
or petitions therefrom.

                                       14
<PAGE>

           IN WITNESS WHEREOF, the Corporation has executed and delivered this
Warrant as of the date first above written.


                                       GENERAL DATACOMM INDUSTRIES, INC.


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


                         [Signature page to the Warrant]

<PAGE>

                                                   EXHIBIT A to
                                                   Common Stock Purchase Warrant
                                                   -----------------------------


                                     FORM OF
                           ELECTION TO PURCHASE SHARES


           The undersigned hereby irrevocably elects to exercise the Warrant to
purchase ____ shares of Common Stock, par value $0.01 per share ("Common
Stock"), of GENERAL DATACOMM INDUSTRIES, INC. and hereby [makes payment of
$________ therefor] [or] [makes payment therefor by reduction pursuant to
Section 2.1(b)(iii) of the Warrant of the number of shares of Common Stock
otherwise issuable to the Holder upon Warrant exercise by ___ shares] [or]
[makes payment therefor by delivery of the following Common Stock Certificates
of the Corporation (properly endorsed for transfer in blank) for cancellation by
the Corporation pursuant to Section 2.1(b)(iv) of the Warrant, certificates of
which are attached hereto for cancellation [list certificates by number and
amount]]. The undersigned hereby requests that certificates for such shares be
issued and delivered as follows:

ISSUE TO:_______________________________________________________________________
                                      (NAME)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

________________________________________________________________________________
                  (SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

DELIVER TO:_____________________________________________________________________
                                      (NAME)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

           If the number of shares of Common Stock purchased (and/or reduced)
hereby is less than the number of shares of Common Stock covered by the Warrant,
the undersigned requests that a new Warrant representing the number of shares of
Common Stock not so purchased (or reduced) be issued and delivered as follows:

ISSUE TO:_______________________________________________________________________
                                 (NAME OF HOLDER)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)

DELIVER TO:_____________________________________________________________________
                                 (NAME OF HOLDER)

________________________________________________________________________________
                          (ADDRESS, INCLUDING ZIP CODE)


Dated: _____________, 20__                [NAME OF HOLDER]


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:
<PAGE>

                                                   EXHIBIT B to
                                                   Common Stock Purchase Warrant
                                                   -----------------------------


                               FORM OF ASSIGNMENT


           FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto the Assignee named below all of the rights of the undersigned to
purchase Common Stock, par value $0.01 per share ("Common Stock") of GENERAL
DATACOMM INDUSTRIES, INC. represented by the Warrant, with respect to the number
of shares of Common Stock set forth below:


Name of Assignee              Address                              No. of Shares
----------------              -------                              -------------





and does hereby irrevocably constitute and appoint ________ Attorney to make
such transfer on the books of the Corporation maintained for that purpose, with
full power of substitution in the premises.


Dated: _____________, 20__                [NAME OF HOLDER]


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:

</TEXT>
</DOCUMENT>
