Exhibit 14.1

                        GENERAL DATACOMM INDUSTRIES, INC.
                           CODE OF CONDUCT AND ETHICS

                                TABLE OF CONTENTS

                Introduction...................................2

                Conflicts of Interest..........................3

                Political Activity.............................4

                Unauthorized Payments..........................4

                Company Records and Assets.....................5

                Confidentiality of Information.................6

                Responding to Inquiries from the
                Press and Others...............................8

                Purchasing.....................................8

                Responsibility to Our People...................8

                International Boycotts........................10

                Antitrust Compliance..........................10

                Communications System
                Equipment: Access and Use.....................13

                Personal Computer Software....................13

                Penalties.....................................14

                Implementation of the Code....................14

                Acknowledgement Form..........................17

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                                  INTRODUCTION

The success of any business depends upon its people and the way in which they
conduct themselves in their business dealings. General DataComm Industries, Inc.
is committed to the highest standards of ethical business conduct and fairness
in its dealings with its customers, suppliers and employees. Only by maintaining
exemplary standards of conduct, integrity and fair dealing can we create and
foster an environment necessary for our combined business and individual
success.

This Code of Conduct and Ethics expands on and supplements existing policies and
is intended to be a guide not only for its principal executive and financial
officers, but all employees. Good judgment and business ethics should be relied
upon in your daily business practices. Questions about any aspect or suspected
violation of this Code of Conduct and Ethics should be directed to the Vice
President, Finance and Administration.

Since its inception, General DataComm has deliberately focused on the quality of
its people and its products. And we continue that emphasis today. By
recommitting and rededicating ourselves to the highest ethical standards, we
will secure our reputation and achieve success as a leading provider of
information networks and communications products worldwide.


Howard S. Modlin
Chairman of the Board

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                              CONFLICTS OF INTEREST

Every employee has a duty of undivided loyalty to GDC. Consequently, employees
should make decisions objectively and in GDC's best interest. Competing personal
interests can interfere with an employee's judgment, create an unfavorable
impression or generate the appearance of impropriety. Therefore, each employee
should avoid any activity, interest or relationship that could conflict with
GDC's best interest. If a potential conflict cannot be avoided, it should
immediately be disclosed in writing and submitted to the Vice President, Finance
and Administration. Many questions involving potential conflicts of interest can
be equitably resolved if adequately disclosed and reviewed.

Employees will be asked periodically to certify that they have read this policy
and disclosed any potential conflicts. Violations of this policy may subject
employees to appropriate sanctions which may include dismissal.

Following are some examples of circumstances where conflicts of interest could
arise:

Outside Business Interests

Unless otherwise authorized in writing by the Vice President, Finance and
Administration, no outside employment which directly or indirectly competes with
the best interests of GDC may be undertaken. In addition, employees may not aid
the business of any other company, concern or individual, (1) in any matter
related to the business of GDC except as required by or pursuant to GDC's
business, or (2) in a manner which interferes with the employee's service to GDC
without prior written consent. Any outside activity which interferes or
conflicts with the best interests of GDC is not authorized and must be avoided.
This activity includes advising another company or serving as a director with a
supplier or customer.

Employees may not own, directly or indirectly, financial interests in suppliers
or competitors except for publicly traded securities in which the employee's
percentage of ownership is less than one percent (1%). Employees may not derive
personal gain, directly or indirectly, from purchases or sales made by GDC or
from other transactions to which GDC is a party, other than through
participation in a GDC compensation or benefit plan.

Employees may not borrow money from or lend money to a supplier or a competitor.

Gifts and Gratuities

In today's competitive business climate, the offering or receipt of promotional
favors, gifts of nominal value or the practice of infrequent and modest
entertainment is not unusual. There are, however, situations involving the
exchange of gifts or unusual entertainment which could conceivably be construed
as requesting or offering special treatment. Consequently, GDC has adopted the
following policy:

        No employee may accept or offer any payments or other items in
        consideration of special treatment. The acceptance or offering of
        unsolicited meals, entertainment, promotional favors or courtesies of
        minimal value and in the ordinary course of business is permissible,
        provided no obligation to render favorable treatment is incurred or
        expected and such acceptance or offering is legal.

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        If the return of a gift of significant value received by a GDC employee
        is impractical because of its nature, written notification to the Vice
        President, Finance and Administration should be made. Where applicable,
        the gift may be given to a charitable institution and the supplier
        informed of its disposition.

        All government restrictions regarding the receipt of gifts or
        entertainment must be observed. Please refer to the Unauthorized
        Payments section for further information.

                               POLITICAL ACTIVITY

GDC encourages employees to be knowledgeable voters and to participate in the
political process. We also encourage each employee stationed in a foreign
country to act as a good citizen of the host nation. As a company, we will abide
by the following policies:

        . GDC will not make any type of contribution, directly or indirectly, to
        any political candidate, party or referendum campaign.

        . There will be no campaigning of any kind within Company facilities.

        . Employees will not receive time off with pay for political activity.

. An employee shall not be discriminated against within the Company because of
the employee's personal political beliefs.

                              UNAUTHORIZED PAYMENTS

All employees shall comply with the legal requirements of each country in which
GDC conducts business. The payment or use of any funds or other property,
including that of a third party, for any unlawful or improper purpose, including
influencing domestic or foreign officials, is strictly prohibited and may be
subject to the Foreign Corrupt Practices Act and other laws.

Specifically, unless legally permitted and allowed by written authorization of
the Vice President, Finance and Administration, employees may not offer,
promise, authorize or make payment of any funds or other assets for the purpose
of obtaining or retaining business for the Company, or to prevent a competitor
from securing such business. In addition, payments of Company funds or other
assets which in any way would cause GDC to be embarrassed or obligated are
prohibited. Payments prohibited by this policy may not be made indirectly
through a consultant, agent or other intermediary. The following are examples of
prohibited payments:

Suppliers and Customers

No payment may be made to an employee, agent or fiduciary of a supplier or
customer for the purpose of influencing his or her conduct in relation to the
supplier's or customer's business with GDC. Such payments may be regarded as
commercial bribery and may result in criminal prosecution, civil liability or
legal invalidity of any contract with such supplier or customer.

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Governments

All government restrictions on the receipt of gifts or entertainment must be
observed. In the absence of a written legal opinion from GDC's outside counsel
that a payment is lawful and the written authorization of the Vice President,
Finance and Administration, no payment may be made to an official, employee or
agent of any government or of any political party for any purpose, including but
not limited to:

        a) influencing the recipient's conduct in his or her official capacity;
        or
        b) inducing the recipient to use his or her influence regarding any act
        of government for the purpose of obtaining or retaining business or
        preventing some other person from obtaining or retaining business. Such
        inducements or payments by U.S. businesses, employees or citizens may be
        illegal and result in significant criminal and civil penalties.

It is to be expected that the status of certain types of payments and activities
with respect to the Foreign Corrupt Practices Act will be unclear, and questions
of interpretation will exist. Employees should provide written details of any
such proposed payments for review with GDC's Vice President, Finance and
Administration before their inception. No such proposed payment shall be made
without the written approval of the Vice President, Finance and Administration
based upon the advice of GDC's outside counsel. In addition, the Vice President,
Finance and Administration should be notified immediately if employees become
aware of any breach of this policy, the Foreign Corrupt Practices Act or any
other law.

                           COMPANY RECORDS AND ASSETS

Protection and Proper Use of Company Assets

We each have a duty to protect the Company's assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on the Company's
profitability. We should take measures to prevent damage to and theft or misuse
of Company property. As set forth in your Secrecy and Assignment of Inventions
Agreement, when you leave the Company, all Company property must be returned to
the Company.

Except as specifically authorized in writing by the Company, Company assets,
including Company time, equipment, materials, resources and proprietary
information, must only be used for legitimate business purposes.

Company Books and Records

You must complete all Company documents in an accurate, truthful, and timely
manner, including all travel and expense reports. You must record the Company's
financial activities in compliance with all applicable laws and accounting
practices. The making of false or misleading entries, records or documentation
is strictly prohibited. You must never create a false or misleading report or
make a payment or establish an account on behalf of the Company with the
understanding that any part of the payment or account is to be used for a
purpose other than as described by the supporting documents.

Record Retention

Numerous laws and various contracts require the retention of certain Company
documents for various periods of time. The Company is committed to compliance
with all applicable laws and regulations relating to the preservation of
records. The Company's policy is to identify, maintain, safeguard and destroy or
retain all records in the Company's possession on a systematic and regular
basis. Under no circumstances are Company records to be destroyed selectively or
to be maintained outside Company premises or designated storage facilities.

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If you learn of a subpoena or a pending, imminent or contemplated litigation or
government investigation, you should immediately contact the Chairman of the
Board. You must retain and preserve all records that may be responsive to the
subpoena or relevant to the litigation or that may pertain to the investigation
until you are advised by our outside Counsel as to how to proceed. You must not
destroy any such records in your possession or control. You must also
affirmatively preserve from destruction all relevant records that without
intervention would automatically be destroyed or erased (such as e-mails and
voicemail messages). Destruction of such records, even if inadvertent, could
seriously prejudice the Company. Any questions regarding whether a particular
record pertains to a pending, imminent or contemplated investigation or
litigation or may be responsive to a subpoena or regarding how to preserve
particular types of records should be directed to the Chairman of the Board.

                         CONFIDENTIALITY OF INFORMATION

Through employment at GDC, many employees gain information which may not be
disclosed or discussed until properly released by GDC. This information may be
highly confidential and important to the success of GDC.

All newly hired employees are required to sign a Secrecy and Assignment of
Inventions Agreement. This agreement requires employees to keep information
confidential and to assign to GDC any rights for ideas and inventions that the
employee develops.

Any employee with access to or who obtains confidential or proprietary
information must assume responsibility for non-disclosure within or outside of
GDC until such time as GDC determines that it be disclosed. "Proprietary
information" is information that is the property of GDC. Items that are clearly
confidential or proprietary include information regarding new or proposed
products, technical achievements, customers, sales, unreleased financial data,
business and marketing plans, personnel information, salary data and proposed
mergers, joint ventures or acquisitions. Software and firmware programs,
engineering designs and manufacturing processes are also proprietary
information, including confidential information provided to GDC by its
licensors. The unauthorized disclosure of any such information could be of
considerable value to GDC's competitors and damaging to GDC.

If a situation arises where confidential or proprietary information must be
disclosed to third parties, the Chairman of the Board or his designee must give
prior written approval of the disclosure and the outside party must sign a
formal, confidential non-disclosure agreement. Additional special precautions
must also be taken where the disclosure is to a foreign citizen or business
since the disclosure may be prohibited or subject to license under U.S. export
regulations. Furthermore, if GDC is requested to sign a non-disclosure agreement
to protect another party's information or another party's mutual non-disclosure
form, such agreement must be approved by the Chairman of the Board or his
designee who will review such agreement with GDC's outside counsel.

Employee transactions in publicly-held securities must comply with certain
requirements of the securities laws, particularly the prohibition against
trading on inside information, i.e., material information which has not been
publicly disseminated. "Material information" is information which a person
would consider useful in deciding whether or not to trade in GDC's stock.
"Material information" may or may not be proprietary information, as defined
above. The law also prohibits employees from providing material, non-public
information to others ("tippies"). Whenever any doubt exists, the presumption
should be against trading in GDC's stock or the stock of any company while in
the possession of material information not publicly disclosed until two days
after the information becomes public. It is important to recognize that anyone
with inside information is considered an "insider", including employees, their
relatives, customers, friends or anyone furnished such information.
Consequently, all employees, not just corporate officers, can be considered
insiders and subject to penalties.

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Any breach of corporate or individual requirements regarding use of inside
information may expose GDC and any insiders or tippees involved to severe
adverse consequences, including monetary liability, loss of employment and
possible criminal sanctions. The non-public disclosure of inside information
other than for legitimate GDC business purposes with usual safeguards
(non-disclosure agreement) is strictly prohibited.

                RESPONDING TO INQUIRIES FROM THE PRESS AND OTHERS

        GDC employees who are not official Company spokespersons may not speak
with the press, securities analysts, other members of the financial community,
stockholders or groups or organizations as a GDC representative.

                                   PURCHASING

All GDC purchasing functions must follow the Code of Ethics of the National
Association of Purchasing Management (NAPM) as their guide to proper purchasing
practices to assure that GDC conducts business in an honest and ethical manner.
GDC awards business solely on the basis of cost, delivery, quality, service and
other legitimate business terms.

All procurements shall be made by the Purchasing Department upon receipt of an
approved purchase requisition. Commitments for trade shows/advertising,
auto/copier leases and facility maintenance are handled by the Vice President,
Finance and Administration or his designee. Personnel who have contact with
vendors are responsible for notifying the vendor that GDC will not commit to any
procurement without a written, properly executed agreement.

All purchasing personnel are required to be aware of the detailed procedures and
requirements for procurement and the code of ethics of NAPM.

                          RESPONSIBILITY TO OUR PEOPLE

Respecting One Another

The way we treat each other and our work environment affects the way we do our
jobs. Everyone who works for GDC must contribute to the creation and maintenance
of a workplace that supports honesty, integrity, respect and trust.

Employee Privacy

We respect the privacy and dignity of all individuals. GDC collects and
maintains personal information that relates to your employment, including
medical and benefit information. Employees who are responsible for maintaining
personal information and those who are provided access to such information must
not disclose or permit access to private information in violation of applicable
law or in violation of the Company's policies.

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Personal items, messages, or information that you consider to be private should
not be placed or kept in telephone systems, computer or electronic mail systems,
office systems, offices, work spaces, desks, credenzas, or file cabinets. The
Company reserves all rights, to the fullest extent permitted by law, to inspect
such systems and areas and to retrieve information or property from them when
deemed appropriate in the judgment of management.

Equal Employment Opportunity and Nondiscrimination

GDC is an equal opportunity employer in hiring and promoting practices, benefits
and wages. We will not tolerate discrimination against any person on the basis
of race, religion, color, gender, age, marital status, national origin, sexual
orientation, citizenship, or disabled veteran status or disability (where the
applicant or employee is qualified to perform the essential functions of the job
with or without reasonable accommodation), or any other basis prohibited by law
in recruiting, hiring, placement, promotion, or any other condition of
employment.

Sexual and Other Forms of Harassment

GDC policy strictly prohibits any form of harassment in the workplace, including
sexual harassment. The Company will take prompt and appropriate action to
prevent and, where necessary, discipline behavior that violates this policy.
Anyone who has a complaint should contact their Manager or his/her superior who
will consult with the Vice President, Finance and Administration.

Safety in the Workplace

The safety and security of employees is of primary importance. You are
responsible for maintaining our facilities free from recognized hazards and
obeying all Company safety rules. Working conditions should be maintained in a
clean and orderly state to encourage efficient operations and promote good
safety practices.

Weapons and Workplace Violence

No employee may bring firearms, explosives, incendiary devices or any other
weapons into the workplace or any work-related setting, regardless of whether or
not employees are licensed to carry such weapons. Similarly, the Company will
not tolerate any level of violence in the workplace or in any work-related
setting. Violations of this policy must be referred to your supervisor and the
Vice President, Finance and Administration immediately. Threats or assaults that
require immediate attention should be reported to the police at 911.

Drugs and Alcohol

The Company intends to maintain a drug free work environment.

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                             INTERNATIONAL BOYCOTTS

From time to time various countries or groups attempt to boycott trade with
other countries and impose sanctions upon companies trading with the boycotted
country. It is GDC's policy to refuse to cooperate with restrictive trade
practices or boycotts not sanctioned by the U.S. government even if this refusal
results in loss of business.

Furthermore, severe penalties can be imposed under the Tax Reform Act of 1976
and the Export Administration Act of 1979 for compliance with restrictive
practices and boycotts not sanctioned by the United States government. The
Export Administration Regulations prohibit GDC and its subsidiaries from
cooperating with restrictive trade practices or boycotts imposed by other
countries, except under certain very limited exceptions, and requires reporting
of boycott requests. The Tax Reform Act of 1976 requires a company doing
business with countries demanding participation or cooperation with an
international boycott to file a report with the U.S. Treasury Department. Under
this Act, companies that comply with unsanctioned boycott demands are deprived
of important U.S. tax benefits.

The regulations under these Acts are very complex. A mere request for
information may require reporting to the U.S. government. Employees must
immediately inform the Chairman of the Board if they receive any written or oral
inquiries or requests, whether in the United States or overseas, concerning any
sort of restriction or boycott against another country.

                              ANTITRUST COMPLIANCE

It is GDC's policy, and each employee's responsibility, to comply with all
applicable domestic and foreign antitrust and trade regulation laws. Failure to
comply could result in serious criminal and civil consequences for GDC and
offending employees. Many antitrust law violations are crimes subjecting
companies and individuals to heavy fines and possible imprisonment. In addition,
companies may be required to pay substantial damages, be ordered to refrain from
engaging in substantial business activities, and be barred from selling to the
government. Frequently, such prohibitions will extend across the entire product
line of a company even when violations relate to a single product. And, of
course, the Company's reputation may be damaged, even in cases where it prevails
in a legal action.

This summary is intended to help employees recognize potential antitrust
problems so they will know when legal advice is needed. It should be emphasized,
however, that it has not been possible to cover all areas which involve
antitrust. Therefore, in all of your dealings on behalf of GDC, use the
following rule: Whenever involved in a transaction which may involve any form of
competitive restraint, or if you learn of possible illegal conduct by one of our
competitors, consult the Chairman of the Board at the earliest possible moment.

UNITED STATES

At the heart of the U.S. antitrust laws is the conviction that in order to
insure a vigorous economy, it is essential that businesses compete vigorously
but fairly, free from unreasonable restraints. These laws generally prohibit
conspiracies and understandings that unreasonably restrain competition in the
domestic or foreign commerce of the United States. Following are some examples
of business arrangements which raise issues under U.S. antitrust laws:

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Price Fixing

Agreements between competitors to fix or influence prices and agreements
requiring adherence to a resale price are illegal.

Division of Markets or Product Limitations

Present or potential competitors may not agree to divide markets by geographic
areas, customers or product lines, nor should they agree to voluntarily limit
the volume of goods sold. Agreements with competitors concerning product
specifications and innovation may also raise legal problems.

Boycotts

It may be illegal if two or more parties agree not to do business with a third
party, even though there may be a legitimate basis for an individual refusal to
do business. A company, acting unilaterally, is normally free to select the
parties with which it will deal. A unilateral refusal to deal should
nevertheless be based upon bad or inadequate quality of services, credit risk,
poor sales performance or similar business justification.

Tying, Reciprocity and Exclusivity

Under certain circumstances, it may be illegal to sell a service or commodity
only on condition that the customer also must buy some other service or
commodity from the seller, unless the two commodities are so interrelated that
it is commercially impractical to separate them. It may also be illegal to
condition purchases from a supplier on reciprocal purchases of other products by
the supplier. In certain circumstances, it is illegal to require that a customer
will buy its requirements of a particular product from a single seller.

Restrictions on Distribution

In certain circumstances, it is illegal for a manufacturer to restrict the
territories within which its distributors may operate, the customers to whom
they may sell, the locations from which or the manner in which they may sell.

Discrimination Between Customers

Under certain circumstances, it is illegal to sell the same goods to different
customers at different prices. The price differential may be justified on a cost
basis or if prices have been established in good faith to meet a competitor's
prices. It may be illegal to provide advertising or promotional allowances or to
provide other sales assistance to customers, unless the payments or services are
made available on "proportionally equal terms" to all customers.

Monopolization and Attempts to Monopolize

Attempting to control a market for a product or service in a given geographic
area, or engaging in unfair actions to attain that position may be an antitrust
violation. Mere size is not illegal, and even a dominant firm may continue to
compete aggressively.

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Unfair Methods of Competition

Certain deceptive or unfair practices which take advantage of customers,
competitors or the general public may be illegal. These practices include, but
are not limited to, making misleading or unsubstantiated advertising claims,
theft of competitors' trade secrets, disparaging competitors by making false or
misleading statements about their products or financial status and coercing or
intimidating customers or suppliers.

Evidence of Violations

An illegal agreement may be implied without formal contracts, writings,
handshakes or even express words indicating agreement. If two competitors
discuss prices and later adopt similar prices, a conspiracy to fix prices may be
inferred even though the competitors never explicitly agreed. This same
principle applies if two competitors discuss other matters such as division of
markets or product limitations or boycotts. Comments made at a trade show or
reception may be used as proof of concerted action, even though the parties'
actions actually were taken independently for sound business and market reasons.
The most prudent course is to avoid any discussion with competitors on these
subjects.

APPLICABILITY OF U.S. ANTITRUST LAWS TO INTERNATIONAL OPERATIONS

In antitrust matters, the U.S. may exercise jurisdiction over its businesses and
citizens for acts in foreign countries which may have a substantial effect on
U.S. imports and exports. Therefore, any of the acts discussed above may violate
U.S. antitrust laws even if performed outside the U.S.

ANTITRUST LAWS OF OTHER COUNTRIES

Most industrialized countries as well as the European Economic Community have
enacted laws of varying degrees of strictness prohibiting anti-competitive
activities. Consequently, any actions which pose risks under U.S. laws can raise
questions under foreign laws as well. Questions should be directed to the
Chairman of the Board.

                    COMMUNICATIONS EQUIPMENT: ACCESS AND USE

Electronic communications systems and equipment, including the E-Mail system,
computer system, telephones, facsimile machines, copiers and printers, are the
property of GDC. These systems and equipment are primarily for business purposes
and should only be used for personal reasons on a limited basis.

GDC intends to monitor its electronic communications systems and equipment to
prevent abuse.

GDC reserves the right to review, and to disclose the contents of, E-Mail,
computer files, faxes, telephone calls and records, copier and printer use and
any other product or record of use of its electronic communications systems and
equipment, whenever it is deemed to be administratively essential or necessary
to protect the Company's property or other legal interests. Security features of
GDC's electronic communications systems and equipment, such as passwords or pin
codes, do not limit the Company's ability to access the contents of its
electronic communications systems and equipment at any time.

This policy does NOT authorize access or monitoring of the contents of any
Company electronic communications systems by any employee except as specifically
directed by the Chairman of the Board.

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Employees who abuse the electronic communications system equipment in any way
are subject to discipline up to and including termination.

                           PERSONAL COMPUTER SOFTWARE

GDC shall conform to the requirements of all Federal laws and regulations
covering Personal Computer software. The Director of IT will be responsible for
monitoring Personal Computer software use and insuring compliance with this
Policy. Department Managers and Supervisors will be held accountable for their
subordinates strict conformity to the use of legal Company Standards on Personal
Computers.

Illegal or Unauthorized Software

"Illegal" software is software that exists on a computer without a legally
purchased license. This is usually a copy of a legal software program whose
license does not permit use on another machine or on more than one machine
simultaneously. "Unauthorized" software is software that is legal but not
authorized for use at GDC. All illegal or unauthorized software shall be
reported to the Vice President, Finance and Administration.

If the software package is a Company Standard, the Manager, Operations and
Administration will notify the users' supervisor in writing that the
illegal/unauthorized software must be removed or made legal by purchasing a
legal copy within thirty (30) days of the written notification. Note: After such
notice, IT will have the authority to remove the illegal software without
additional warning if the software has not been brought into compliance within
the thirty (30) day period.

If the software package is not a Company Standard, the Director of IT will
notify the users' supervisor and the Operational Vice President in writing that
the illegal/unauthorized software must be removed within seven (7) days of the
written notification. Note: After such notice IT will have the authority to
remove the illegal software without additional warning if the Personal Computer
has not been brought into compliance within the seven (7) day period.

After three (3) such written notices regarding illegal/unauthorized software on
a specific Personal Computer regardless of the software Package involved,
Director of IT will submit a written reprimand to the supervisor with a copy to
Vice President, Finance and Administration for their personnel file.

                                    PENALTIES

Violations of the standards of conduct set forth herein may subject employees to
appropriate sanctions which may include dismissal.

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                           IMPLEMENTATION OF THE CODE

                                Responsibilities

While each of us is individually responsible for putting the Code to work, we
need not go it alone. The Company has a number of resources, people and
processes in place to answer our questions and guide us through difficult
decisions.

Copies of this Code are available from the Vice President, Finance and
Administration. A statement of compliance with the Code of Business Conduct and
Ethics must be signed by all officers, directors and employees on an annual
basis.

Seeking Guidance

This Code cannot provide definitive answers to all questions. If you have
questions regarding any of the policies discussed in this Code or if you are in
doubt about the best course of action in a particular situation, you should seek
guidance from your supervisor or the President or Vice President, Finance and
Administration or the other resources identified in this Code.

Reporting Violations

If you know of or suspect a violation of applicable laws or regulations, the
Code, or the Company's related policies, you must immediately report that
information to your supervisor or the President or Vice President, Finance and
Administration. No one will be subject to retaliation because of a good faith
report of suspected misconduct. However, failure to report a suspected violation
of the Code is itself a violation of the Code and could subject you to
disciplinary action, up to and including termination.

Investigations of Suspected Violations

All reported violations will be promptly investigated and treated confidentially
to the greatest extent possible. It is imperative that reporting persons not
conduct their own preliminary investigations. Investigations of alleged
violations may involve complex legal issues, and acting on your own may
compromise the integrity of an investigation and adversely affect both you and
the Company.

Discipline for Violations

GDC intends to use every reasonable effort to prevent the occurrence of conduct
not in compliance with its Code and to halt any such conduct that may occur as
soon as reasonably possible after its discovery. Company personnel who violate
this Code and other Company policies and procedures may be subject to
appropriate sanction, up to and including termination of employment. In
addition, disciplinary measures, up to and including termination of employment
may be taken against anyone who directs or approves infractions or has knowledge
of them and does not promptly report and correct them in accordance with Company
policies.

Waivers of the Code

GDC will waive application of the policies set forth in this Code only where
circumstances warrant granting a waiver, and then only in conjunction with any
appropriate monitoring of the particular situation. Waivers of the Code for
directors and executive officers may be made only by the Board of Directors as a
whole or the Audit Committee of the Board and must be promptly disclosed as
required by law or regulation.

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No Rights Created

This Code is a statement of the fundamental principles and key policies and
procedures that govern the conduct of the Company's business. It is not intended
to and does not create any rights in any employee, client, supplier, competitor,
stockholder or any other person or entity.

Remember

Ultimate responsibility to assure that we as a Company comply with the many
laws, regulations and ethical standards affecting our business rests with each
of us. You must become familiar with and conduct yourself strictly in compliance
with those laws, regulations and standards and the Company's policies and
procedures pertaining to them.

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ACKNOWLEDGMENT FORM

I have received and read the General DataComm Industries, Inc. Code of Conduct
and Ethics, and I understand its contents. I agree to comply fully with the
standards, policies and procedures contained in the Code and the Company's
related policies and procedures. I understand that I have an obligation to
report to the President or Vice President, Finance and Administration, any
suspected violations of the Code of which I am aware. I acknowledge that the
Code is a statement of policies for business conduct and does not, in any way,
constitute an employment contract or an assurance of continued employment.

Printed Name

Signature

Date

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