EX-24 3 ex_24.htm POWER OF ATTORNEY

                                POWER OF ATTORNEY



         Know all by these presents, that the undersigned hereby constitutes and

appoints each of Howard S. Modlin, William Henry and Gerald Gordon the

undersigned's true and lawful attorney-in-fact to:



         (1)      execute for and on behalf of the undersigned, in the

                  undersigned's capacity as an officer and/or director of

                  General DataComm Industries, Inc. (the "Company"), Forms 3, 4,

                  and 5 in accordance with Section 16(a) of the Securities

                  Exchange Act of 1934 and the rules thereunder, and any other

                  forms or reports the undersigned may be required to file in

                  connection with the undersigned's ownership, acquisition, or

                  disposition of securities of the Company.



         (2)      do and perform any and all acts for and on behalf of the

                  undersigned which may be necessary or desirable to complete

                  and execute any such Form 3, 4, or 5, or other form or report,

                  and timely file such form or report with the United States

                  Securities and Exchange Commission and any stock exchange or

                  similar authority; and



         (3)      take any other action of any type whatsoever in connection

                  with the foregoing which, in the opinion of such

                  attorney-in-fact, may be of benefit to, in the best interest

                  of, or legally required by, the undersigned, it being

                  understood that the documents executed by such

                  attorney-in-fact on behalf of the undersigned pursuant to this

                  Power of Attorney shall be in such form and shall contain such

                  terms and conditions as such attorney-in-fact may approve in

                  such attorney-in-fact's discretion.



         The undersigned hereby grants to each such attorney-in-fact acting

singly full power and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the exercise of any of

the rights and powers herein granted, as fully to all intents and purposes as

the undersigned might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming all that such

attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall

lawfully do or cause to be done by virtue of this power of attorney and the

rights and powers herein granted. The undersigned acknowledges that the

foregoing attorney-in-fact, in serving in such capacity at the request of the

undersigned, is not assuming, nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section 16 of the Securities

Exchange Act of 1934.





         This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect to the

undersigned's holdings of and transactions in securities issued by the Company,

unless earlier revoked by the undersigned in a signed writing delivered to the

foregoing attorney-in-fact.



         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 30th day of September, 2003.







                                       /s/ JOHN L. SEGALL

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                                       Signature







                                       John L. Segall

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