ACTERNA CORP
SEPARATION AGREEMENT FOR ALLAN M. KLINE
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>3
<FILENAME>dex1023.txt
<DESCRIPTION>SEPARATION AGREEMENT FOR ALLAN M. KLINE
<TEXT>
<PAGE>


                                                                   Exhibit 10.23


           RETIREMENT AGREEMENT, dated as of February 28, 2002 (the
"Agreement"), by and among Acterna Corporation, a Delaware corporation (the
"Company"), and Allan M. Kline ("Executive").

                              W I T N E S S E T H:

           WHEREAS, the Company and Executive entered into an Employment
Agreement, dated as of November 1, 1998, (the "Employment Agreement");

           WHEREAS, Executive has previously been granted options (collectively,
the "Initial Options") to purchase 1,293,600 shares of the Common Stock, par
value $.01 per share (the "Common Stock"), pursuant to the Management Equity
Agreement, dated as of May 21, 1998, between the Company, Clayton, Dubilier &
Rice Fund V Limited Partnership, a Cayman Islands limited partnership (the
"Fund"), and Executive (the "Equity Agreement");

           WHEREAS, the Executive has also been granted options pursuant to the
Dynatech Corporation Amended and Restated 1994 Stock Option and Incentive Plan
(the "Stock Option Plan") to purchase 75,000 shares of the Common Stock
(collectively, the "Subsequent Options");

           WHEREAS, Executive has decided to retire from employment with the
Company and each of its subsidiaries, effective as of February 28, 2002;

           WHEREAS, pursuant to the Employment Agreement, Executive has agreed
to be bound by certain covenants and restrictions concerning non-competition,
non-disclosure and non-solicitation following any termination of his employment;

           WHEREAS, due to economic circumstances, the Company will be ceasing
its operations at the location at which the Executive has been performing his
services;

           WHEREAS, the Company and Executive wish to agree upon the
consequences of the termination of Executive's employment.

           NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises contained herein and for other good and valuable
consideration, the Company and Executive hereby agree as follows:

           1. Certain Definitions.

           For purposes of this Agreement, all capitalized terms used herein
without definition shall have the respective meanings assigned to such terms in
the Employment

<PAGE>

 Agreement.

         2.  Employment.

         (a) Executive hereby resigns, effective as of February 28, 2002, or
such earlier date as shall be mutually agreed (the "Termination Date"), from any
and all positions, other than as a director of the Company, he then holds with
the Company or any of its direct or indirect subsidiaries or affiliates.
Executive agrees to execute any document the Company shall reasonably request to
effect such resignation. Such resignation is hereinafter referred to as
"Executive's Resignation".

         (b) Executive will continue to serve as a director of the Company after
February 28, 2002, on the same terms and conditions, including compensation
afforded to other directors who are neither employees of the Company nor
employees or other persons affiliated with the Fund.

         3.  Consequences of Executive's Resignation Under Certain Agreements

         (a) In General. The Company and Executive each hereby acknowledges and
agrees that, for purposes of the Employment Agreement and Equity Agreement,
Executive's Resignation is and will be treated solely as a termination by the
Company Without Cause.

         (b) Payment of Accrued Obligations. Executive shall be entitled to
payment of his current base salary through the Termination Date. Executive shall
not be paid any annual bonus for the period from April 1, 2001 through the
Termination Date. Any accrued vacation amount shall also be paid on the
Termination Date. Executive agrees to submit to the Company any and all
expenses, which are business-related and reimbursable to Executive by the
Company, on or before March 31, 2002.

         (c) Continued Payments of Base Salary. Subject to Section 3(f) of this
Agreement, the Company shall make payments to Executive of his Average Base
Salary. The Average Base Salary is equal to $297,667, and shall be payable in
installments in accordance with the Company's regular payroll practices from the
Termination Date until February 28, 2004 (the "Salary Continuance Period").
Executive shall not have the right to make contributions to the Company's 401(k)
Savings Plan (the "401(k) Plan") and the Company's Supplemental 401(k) Savings
Plan (the "Supplemental Savings Plan") from the base salary payments made under
this Section 3(c).

         (d) Continued Payments in Respect of Bonus. Subject to Section 3(f) of
this Agreement, the Company shall pay to Executive, in 24 monthly installments,

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<PAGE>

commencing on March 1, 2002, and on the last day of the next 23 succeeding
months, an amount equal to one-twelfth of the Average Annual Bonus (the "Bonus
Payment"). The Average Annual Bonus is equal to $352,227, so that, subject to
Section 3(f) of this Agreement, each monthly Bonus Payment will be $29,352.25.

          (e) Continued Participation in Benefit Plans.

              (i)   During the period commencing on the Termination Date and
              ending on the earlier of (i) Executive's 65th birthday and (ii)
              the date of Executive's death, subject to timely payment by
              Executive of all premiums, contributions and other co-payments
              required to be paid by senior executives of the Company under the
              terms of such plans, the Executive shall be permitted to
              participate in the Company's medical insurance plans. If such
              continued participation is either not legally permissible or
              otherwise allowed under the terms of the applicable plan or any
              insurance policy or other arrangement, the Company will provide
              equivalent coverage from its general assets or another available
              source.

              (ii)  During the Salary Continuance Period, Executive shall be
              permitted to participate in the Company's group life insurance
              plan in accordance with its terms, on the same basis as similarly
              situated employees and shall continue to receive a monthly car
              allowance of $1300 per month.

              (iii) For purposes of the 401(k) Plan and Supplemental Savings
              Plan, February 28, 2002, will constitute the date of Executive's
              "termination." No contributions may be made to such plans after
              the Termination Date. Promptly after the Termination Date
              Executive shall be paid his balance residing in the Supplemental
              Savings Plan.

              (iv)  Executive's participation in any other employee or executive
              benefit or perquisite plan or program not specifically addressed
              in this Section 3(e) shall cease as of February 28, 2002.

          (f) Mitigation. If Executive obtains new employment (including
self-employment and services as a consultant) (i) during the Salary Continuance
Period, any salary continuation payments or Bonus Payments to which Executive is
entitled pursuant to Section 3(c) or 3(d) shall be reduced by the amount of any
compensation earned by Executive (whether paid currently or deferred) from any
subsequent employer or other Person for which Executive performs services,
including but not limited to consulting services, and (ii) the continued medical
benefits coverage to which Executive is entitled pursuant to Section 3(e) shall
be secondary to any other medical benefit coverage

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<PAGE>

available to Executive from any subsequent employer or other Person for which
Executive performs services, including, but not limited to, consulting services,
at any time after the Termination Date. Notwithstanding the foregoing, any
consideration paid to Executive by reason of his continued services as a
director pursuant to Section 2(b) shall not be offset against amounts owed to
him under Sections 3(c) or 3(d).

           4.  Options.

           (a) Vesting. The Company, the Fund and Executive each hereby
acknowledges and agrees that (i) as of the Termination Date, 1,080,600 shares
subject to the Initial Options and 30,000 shares subject to the Subsequent
Options (collectively, the "Aggregate Options") are or will become vested or
exercisable (the "Vested Options") and (ii) 45,000 shares subject to the
Subsequent Options are not and will not become vested or exercisable (the
"Unvested Options"). All of the Unvested Options will be canceled and forfeited
on and as of the Termination Date without the payment of any consideration or
amount in respect thereof.

           (b) Termination.

               (i)   Each of the Vested Options which is an Initial Option shall
               terminate, and unless earlier exercised in accordance with its
               terms, be canceled on the earlier of: (x) its original
               termination date and (y) the later of (A) the six month
               anniversary of the date of the expiration of any initial lock-up
               period imposed on sales of Common Stock in connection with the
               first Public Offering and (B) the third anniversary of the
               Termination Date. Notwithstanding the foregoing all Vested
               Options which are intended to qualify as incentive stock options
               under the Internal Revenue Code of 1986, as amended, shall
               continue to be governed by the terms of their granting
               documents.

               (ii)  Each of the Vested Options which is a Subsequent Option
               shall terminate, and unless earlier exercised in accordance with
               its terms, be canceled on the earlier of: (x) its original
               termination date and (y) the one year anniversary of the death of
               the Executive.

           (c) Repurchase.

               (i)   The Company and, by signing the acknowledgment of this
               Agreement where noted below, the Fund each waives its rights
               under the Equity Agreement to purchase any Covered Securities (as
               defined in the Equity Agreement).

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<PAGE>

          (ii) The Company and, by signing the acknowledgement of this Agreement
          where noted below, the Fund each waives its rights under the Stock
          Option Plan to purchase any of the vested Subsequent Options.

       5. Transfer Restrictions. All transfer restrictions in Sections 5(a) and
5(b) of the Equity Agreement shall lapse on February 28, 2002.

       6. Termination of Agreements.

       Effective as of the Termination Date, the Employment Agreement will
terminate in its entirety without any further liability or obligation on the
part of the Company or any of its respective subsidiaries or affiliates or
Executive thereunder, except that the provisions of Sections 9, 10, and 11 of
the Employment Agreement relating to non-competition and non-solicitation shall
survive Executive's termination and thereafter shall remain in full force and
effect as though incorporated herein and made a part hereof, with the
restrictive periods commencing on the Termination Date. The Equity Agreement
shall survive Executive's termination and thereafter shall remain in full force
and effect.

       7. Executive's Release of Claims.

       In consideration of the Company's release of claims against Executive
pursuant to Section 8 hereof, Executive hereby agrees to execute and deliver to
the Company on the Termination Date the Confidential General Release Agreement
attached hereto as Exhibit A.

       8. Release of Claims Against Executive.

       In consideration of and subject to Executive's execution and delivery of
the Confidential General Release Agreement attached hereto as Exhibit A, the
Company, on its own behalf and on behalf of each of its respective subsidiaries
and affiliates and each of their respective officers, directors, employees,
agents, representatives, successors and assigns (collectively, the "Releasors")
does hereby fully and generally release, settle, cancel, discharge and
acknowledge to be fully satisfied, and covenant not to sue any Releasee (as
defined below) in respect of, any and all claims, contractual or otherwise,
demands, costs, rights, causes of action, charges, complaints, losses, damages
and all liability of whatever kind and nature, whether known or unknown, which
any Releasor may have at the time of signing this Agreement, or had at any time
prior thereto, against any of Executive or Executive's agents, representatives,
assigns, heirs, executors or administrators (collectively, the "Releasees")
which may in any way be connected with or related to Executive's employment with
the Company or the severing or permanent discontinuance of that employment
(collectively, the "Claims"), other than the Excluded

                                        5

<PAGE>

Claims (as defined below). This release specifically includes Claims in respect
of any injuries which may now exist but which, at this time, are unknown,
unknowable, or unanticipated, or which may or may not develop further at some
time in the future, and all potential Claims concerning any unforeseeable or
unanticipated further development or consequences of known injuries, other than
the Excluded Claims.

          For purposes of this Agreement, the term "Excluded Claims" means
Claims (i) arising under the terms of this Agreement, (ii) related to
Executive's covenants under Sections 9, 10 and 11 of the Employment Agreement or
(iii) arising out of or related to Executive's willful misconduct in connection
with his employment by the Company. For purposes of this Agreement, no act or
failure to act by the Executive shall be considered "willful" unless if is done,
or omitted to be done, in bad faith and without reasonable belief that the
Executive's action or omission was in the best interests of the Company.

          9. Entire Agreement; Related Documents.

          This Agreement (including Exhibit A hereto), Sections 9, 10 and 11 of
the Employment Agreement, which survive the execution of this Agreement (and
which are treated as though incorporated herein and made a part hereof) and the
agreements governing the terms of the Aggregate Options that are Vested Options
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof. Except as otherwise expressly provided herein, all prior
correspondence and proposals (including summaries of proposed terms) and all
prior promises, representations, understandings, arrangements and agreements
relating to such subject matter (including but not limited to those made to or
with Executive by any other person or entity) are merged herein and superseded
hereby.

          10. Miscellaneous; Binding Effect; Assignment.

          (a) Assignment and Successors. This Agreement shall be binding on and
inure to the benefit of the Company and its respective successors and permitted
assigns. This Agreement shall also be binding on and inure to the benefit of
Executive and his heirs, executors, administrators and legal representatives.
This Agreement shall not be assignable by any party hereto without the prior
written consent of the other parties hereto. The Company may effect such an
assignment without prior written approval of Executive upon the transfer of all
or substantially all of its business and/or assets (whether by purchase, merger,
consolidation or otherwise).

          (b) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts, without giving
effect to its principles or rules of conflict of laws to the extent such
principles or rules would

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<PAGE>

require or permit the application of the laws of another jurisdiction.

       (c) Taxes. The Company may withhold from any payments made under this
Agreement all federal, state, city or other applicable taxes as shall be
required by law.

       (d) Amendments. No provision of this Agreement may be modified, waived or
discharged unless such modification, waiver or discharge is approved by the
Board of Directors of the Company and is agreed to in writing by Executive. No
waiver by any party hereto at any time of any breach by any other party hereto
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
waiver of any provision of this Agreement shall be implied from any course of
dealing between or among the parties hereto or from any failure by any party
hereto to assert its rights hereunder on any occasion or series of occasions.

       (e) Severability. In the event that any one or more of the provisions of
this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.

       (f) Notices. Any notice or other communication required or permitted to
be delivered under this Agreement shall be (i) in writing, (ii) delivered
personally, by courier service or by certified or registered mail, first-class
postage prepaid and return receipt requested, (iii) deemed to have been received
on the date of delivery or on the third business day after the mailing thereof,
provided that the party giving such notice or communication shall have attempted
to telephone the party or parties to which notice is being given during regular
business hours on or before the day such notice or communication is being sent,
to advise such party or parties that such notice is being sent, and (iv)
addressed as follows (or to such other address as the party entitled to notice
shall hereafter designate in accordance with the terms hereof):

       (A) if to the Company, to it at:

           Acterna Corporation
           20410 Observation Drive
           Germantown, Maryland 20876
           Attention: General Counsel

       (B) if to Executive, to him at:

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<PAGE>

           Copies of any notices or other communications given under this
Agreement shall also be given to:

                Clayton, Dubilier & Rice, Inc.
                375 Park Avenue
                New York, New York 10152
                Attention: Mr. Brian D. Finn

                and

                Debevoise & Plimpton
                919 Third Avenue
                New York, New York 10022
                Attention: Franci J. Blassberg, Esq.


           (g)  Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.

           (h ) Headings. The section and other headings contained in this
Agreement are for the convenience of the parties only and are not intended to be
a part hereof or to affect the meaning or interpretation hereof.

           IN WITNESS WHEREOF, the Company has duly executed this Agreement by
its authorized representatives and Executive has hereunto set his hand, in each
case effective as of the date first above written.

                                               ACTERNA CORPORATION


                                               By:
                                                   ____________________________
                                                    Name:
                                                    Title:


                                               ________________________________
                                               Allan M. Kline


                                               ACKNOWLEDGED and, for purposes of

                                        8

<PAGE>

                                    Sections 4, 5, 7, and 9 agreed

                                    CLAYTON DUBILIER &RICE
                                    FUND V LIMITED PARTNERSHIP




                                    By:________________________________
                                        Name:
                                        Title:

                                        9

<PAGE>

                                                                       EXHIBIT A


                     Confidential General Release Agreement

         THIS CONFIDENTIAL GENERAL RELEASE AGREEMENT (hereinafter "Agreement")
is made and entered into this 28/th/ day of February, 2002 by and between
Acterna Corporation, a Delaware corporation (the "Company"), and Allan M. Kline
(the "Executive") (collectively, hereinafter the "Parties").

                              W I T N E S S E T H :

         WHEREAS, the Parties have determined that it is in their mutual
interest for Executive's employment with the Company and each of its direct or
indirect subsidiaries (the Company and such subsidiaries collectively referred
to as the "Companies") to terminate, effective as of February 28, 2002;

         WHEREAS, in connection with the termination of his employment,
Executive is entitled to certain payments and benefits under the terms of the
Employment Agreement, dated as of November 1, 1998, by and between the Company
and Executive (the "Employment Agreement");

         WHEREAS, the Company and Executive have entered into a Retirement
Agreement, dated as of the date hereof, to which this Confidential General
Release Agreement is attached as Exhibit A (the "Retirement Agreement"),
providing for, among other things, certain additional compensation, benefits and
rights of and to Executive identified therein in connection with the termination
of his employment (such additional compensation, benefits and rights, the
"Additional Benefits");

         IN CONSIDERATION THEREOF, the Companies desire to settle, conclude and
obtain the final release of all possible matters and claims which Executive has
now or may have in the future, whether known or unknown against any of the
Companies;

         NOW, THEREFORE, in consideration of the Company's promise to provide
the Additional Benefits to Executive pursuant to the Retirement Agreement, the
premises and promises herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, IT
IS AGREED AS FOLLOWS:

         1. The Company shall provide the Additional Benefits to Executive.

         2. In return for the receipt of such Additional Benefits, Executive, on
his own behalf and on behalf of each of his agents, representatives, assigns,
heirs, executors and administrators (the "Releasors"), does hereby fully and
generally release, settle, cancel, discharge and acknowledge to be fully
satisfied, and covenant

<PAGE>

not to sue any Releasee (as defined below) in respect of, any and all claims,
contractual or otherwise, demands, costs, rights, causes of action, charges,
complaints, losses, damages and all liability of whatever kind and nature,
whether known or unknown, which he may have at the time of signing this
Agreement, or had at any time prior thereto, against any of the Company, any
subsidiary or affiliate of the Company, any successor or assign of any such
entity or any of their respective current or former employees, directors,
officers, attorneys, agents or other representatives (collectively, the
"Releasees") which may in any way be connected with or related to (i)
Executive's employment with the Company or any of their respective subsidiaries
or the severing or permanent discontinuance of that employment or any of the
events or circumstances leading thereto, (ii) Executive's purchase or holding of
shares (the "Shares") of common stock of the Company (the "Common Stock"), (iii)
the grant to Executive of options (the "Options") to purchase additional shares
of Common Stock (the "Option Shares"), the vesting, exercisability or other
right or obligation of any Releasor in connection with the Options, or the
Option Shares and the cancellation of the Unvested Options pursuant to the
Retirement Agreement, (iv) the Employment Agreement, or (v) the Management
Equity Agreement, dated as of May 21, 1998, between the Company, Clayton,
Dubilier & Rice Fund V Limited Partnership, a Cayman islands limited
Partnership, and Executive (collectively, the "Claims"), other than the Excluded
Claims (as defined below). This release specifically includes Claims in respect
of all personal injuries and consequences thereof, including death and pain and
suffering, and any injuries which may now exist but which, at this time, are
unknown, unknowable, or unanticipated, or which may or may not develop further
at some time in the future, and all potential Claims concerning any
unforeseeable or unanticipated further development or consequences of known
injuries, other than the Excluded Claims.

         Without limiting the generality of the foregoing, it is expressly
agreed and understood that this release includes, but is not limited to, any
Claim before any court, government agency or in any other forum, including but
not limited to, Claims under Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C.(S)2000 et seq. (Race and sex discrimination); the Age
Discrimination in Employment Act 29 U.S.C.(S)621 et seq. (age discrimination),
the National Labor Relations Act, as amended, 29 U.S.C.(S)141 et seq. (union and
collective activity), the Equal Pay Act of 1963, 29 U.S.C.(S)201 et seq. (equal
pay), the Americans with Disabilities Act, 42 U.S.C.(S) 12101 (disability
discrimination), the Rehabilitation Act of 1973, 29 U.S.C.(S)701 (disability
discrimination), the Civil Rights Acts of 1866 and 1871, as amended, 29
U.S.C.(S)1981 et seq. (civil rights), the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended, (COBRA-group health insurance), the

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<PAGE>

Employee Retirement and Income Security Act, as amended, 29 U.S.C. (S) 1001 et
seq. (employee benefits), the Fair Labor Standards Act, as amended, 29 U.S.C.
(S) 201 et seq. (minimum wage, overtime pay and working hours), the Family
Medical Leave Act of 1993, as amended, 42 U.S.C. (S) 2601 et seq. (leaves of
absence), the Massachusetts Human Rights Act, as amended, actions for race,
color, religion, age, sex, national origin and handicap discrimination or for
work-related injuries or payment of wages arising under state law, for wrongful
discharge based upon an implied contract or public policy, and any other
federal, state or local statute, public policy, order, regulation, tort or
contract claim, in each case, other than the Excluded Claims.

         For purposes of this Agreement, the term "Excluded Claims" means (i)
Claims under the terms of the Retirement Agreement (including, without
limitation, claims under the terms and conditions of any agreement relating to
Options that remain outstanding after the date hereof pursuant to the terms of
the Retirement Agreement), and (ii) any Claims for indemnification or
contribution with respect to any liability incurred by Executive as a director,
officer or employee of the Company.

         3.  Executive understands, agrees and acknowledges that this Agreement
is intended to include in its effect, without limitation, claims and causes of
action which he does not know of or suspect to exist in his favor at the time of
executing this Agreement, and that this Agreement contemplates extinguishment of
all such claims and causes of action.

         4.  Executive understands, agrees and acknowledges that by signing this
Agreement he is not relying on any representation, promise or statement, either
oral or written, not contained in this Agreement or the Retirement Agreement.

         5.  Executive understands, agrees and acknowledges that:

         (A) he has been encouraged by representatives of the Company to have
             this Agreement reviewed by legal counsel of his own choosing and
             that he has been given ample time to do so prior to signing it;

         (B) he has had the opportunity to negotiate concerning the terms of
             this Agreement;

         (C) he has been provided the opportunity to take up to twenty-one (21)
             days to consider this Agreement, but has elected to waive such full
             21 day period by executing this Agreement;

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<PAGE>

     (D)  he shall have the right to revoke this Agreement within seven (7) days
          following the date he executes this Agreement. Any revocation of this
          Agreement must be in writing and received by the Company by the close
          of business on the seventh day following the execution of this
          Agreement and shall be delivered to Secretary, c/o Acterna
          Corporation, 20410 Observation Drive, Germantown, Maryland 20876. Upon
          any revocation in accordance herewith, Executive's right to the
          Additional Benefits shall terminate, the Retirement Agreement will be
          rendered void and without effect and the Employment Agreement and
          Equity Agreement will continue in full force and effect unamended by
          the Retirement Agreement and this Agreement; and

     (E)  by signing this Agreement, he represents that he fully understands the
          terms and conditions stated in it and intends to be legally bound by
          them.

     6. Executive represents and warrants to the Company that he has not engaged
in any acts of dishonesty or in willful and serious misconduct, which misconduct
has caused or is reasonably expected to result in direct or indirect material
injury to the Company or any of its affiliates. For and in consideration of the
representations and promises made by Executive herein and other good and
valuable consideration, except as otherwise expressly provided herein, the
Company hereby waives, releases and forever discharges Executive and Executive's
heirs, successors and assigns of and from all actions, causes of actions, suits,
debts sums of money, accounts, bonds, bills, covenants, contracts,
controversies, agreements, promises, damages, judgments, claims and demands
whatsoever, in law in equity, whether known or unknown, of every kind and nature
whatsoever, including any claims that may be brought on the Company's behalf by
any third party, relating to Executive's employment with or services (including
as a director) for the Company and any of its Subsidiaries, or under the
Employment Agreement or the Equity Agreement ("Company Claims"), provided,
however, that the foregoing release shall not apply to any Company Claim arising
out of or under the Retirement Agreement (including, without limitation, the
portions of the Employment Agreement or the Equity Agreement incorporated
therein by reference) or this Agreement.

     7. Executive and the Company each represents to the other that he or it has
not heretofore assigned or transferred or purported to assign or transfer, to
any person or entity, any of the Claims or Company Claims, any portion thereof,
or any interest therein.

     8. Executive agrees that he will not make any untruthful and disparaging
statements about the Company or any of its Affiliates or any clients,
competitors, suppliers, employees or former employees of the Company or of any
of its Affiliates to any such person or any other persons (including but not
limited to the press or other

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<PAGE>

media). The Company agrees that it will not make any untruthful and disparaging
statements about Executive to any person (including but not limited to the press
or other media).

     9.  Any breach by Executive or the Company of a condition of this Agreement
with an attendant failure to remedy the breach within ten (10) days of receiving
notice of it from the other Party shall subject the breaching Party to any and
all equitable and/or monetary relief required to prevent further damage to the
other Party and to compensate same for any damages suffered as a consequence of
the breach of this Agreement.

     10. Executive and the Company are of the mutual understanding and agreement
that the provisions of the Retirement Agreement provide Executive with rights
and benefits in addition to those otherwise committed to him under any other
agreement with the Company or any affiliate (including, without limitation, the
Employment Agreement and the Equity Agreement).

     11. Nothing in the Retirement Agreement or this Agreement shall be
construed as an admission of any improper action or conduct by Executive or by
the Company, the Fund or any of their respective affiliates, subsidiaries, joint
venturers, or directors, officers, employees, agents, representatives or assigns
of any violation or noncompliance with any obligation, legal or otherwise.

     12. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts, without giving effect to its
principles or rules of conflict of laws to the extent such principles or rules
would require or permit the application of the laws of another jurisdiction.

     13. The Parties intend that the invalidity or unenforceability of any
provision of this Agreement shall not affect or render invalid or unenforceable
any other provision.

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<PAGE>


     14. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, administrators, representatives,
executors, successors and assigns.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
as of the day and year first above written.

IN THE PRESENCE OF:                             ACTERNA CORPORATION


                                                By:
                                                    Name:
Date:                                               Title:




IN THE PRESENCE OF:
                                                Allan M. Kline



Date:

                                        6

</TEXT>
</DOCUMENT>
