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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

[x]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended July 31, 2002

                                       or

[_]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the transition period from ________ to _________

                           Commission File No. 0-22724
                      CABLE DESIGN TECHNOLOGIES CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

       Delaware                                             36-3601505
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

                                 Foster Plaza 7
                               661 Andersen Drive
                              Pittsburgh, PA 15220
              (Address of Principal Executive Offices and Zip Code)

                                 (412) 937-2300
              (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

                                                          Name of Each Exchange
     Title of Each Class                                    on Which Registered
------------------------                                -----------------------
Common Stock, $.01 par value                            New York Stock Exchange
Preferred Stock Purchase Rights, with respect
    to Common Stock, par value $.01 per share           New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:        None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days.                   Yes [x]     No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and need not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.                                                         [X]

===============================================================================

The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant at October 25, 2002 was $239,740,320.

The number of shares outstanding of the registrant's Common Stock at October 25,
2002, is 44,492,975.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Cable Design Technologies Corporation Proxy Statement for the
Annual Meeting of Stockholders to be held on December 10, 2002, (the "Proxy
Statement") are incorporated by reference into Part III of this Annual Report on
Form 10-K.

<PAGE>

                      CABLE DESIGN TECHNOLOGIES CORPORATION
                                Table of Contents

                                     PART I

                                                                          Page

Item 1.     Business ...................................................     2

Item 2.     Properties .................................................    11

Item 3.     Legal Proceedings ..........................................    11

Item 4.     Submission of Matters to a Vote of Security Holders ........    11

                                   PART II

Item 5.     Market for the Registrant's Common Stock
              and Related Stockholder Matters ..........................    12

Item 6.     Selected Financial Data ....................................    13

Item 7.     Management's Discussion and Analysis of
              Financial Condition and Results of Operations ............    14

Item 7a.    Quantitative and Qualitative Disclosures
              About Market Risk ........................................    26

Item 8.     Financial Statements and Supplementary Data ................    28

Item 9.     Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure ...................    59

                                  PART III

Item 10.    Directors and Executive Officers of the Registrant .........    60

Item 11.    Executive Compensation .....................................    61

Item 12.    Security Ownership of Certain Beneficial Owners and
              Management and Related Stockholder Matters ...............    61

Item 13.    Certain Relationships and Related Transactions .............    61

                                   PART IV

Item 14.    Exhibits, Financial Statement Schedules,
              and Reports on Form 8-K ..................................    62

            Signatures .................................................    66

            Certifications .............................................    67

<PAGE>

                                     PART I.

ITEM 1.  BUSINESS

General

     Cable Design Technologies Corporation ("CDT" or "the Company") is a leading
designer and manufacturer of advanced connectivity products for the network
communication and specialty electronic marketplaces. Network communication
encompasses connectivity products used within local area computer networks and
communication infrastructures for the electronic and optical transmission of
data, voice and multimedia. Products include high bandwidth network and
interconnect cables, fiber optic cable and passive components, including
connectors, wiring racks and panels, and interconnecting hardware for end-to-end
network structured wiring systems, and communication cable products for local
loop, central office, wireless and other applications. Specialty electronic
encompasses electronic cable products for automation and process control
applications as well as specialized wire and cable products for niche markets,
including commercial aviation and automotive electronics.

     Our sales for the fiscal year ended July 31, 2002 ("fiscal 2002") were
$553.8 million as compared to $763.2 million for the year ended July 31, 2001
("fiscal 2001"), representing a decrease of 27%, and our net income, excluding
business restructuring expenses in both years, was $7.1 million for fiscal 2002
compared to $37.8 million for fiscal 2001, representing a decrease of 81%.
Business restructuring expenses of $3.5 million, net of tax, were incurred in
fiscal 2002 related to restructuring activities, and charges of $14.3 million,
net of tax, were incurred in fiscal 2001 related to restructuring, goodwill
impairment, and a loss on the sale of a business. Reported net income was $3.6
million and $23.5 million for fiscal 2002 and 2001, respectively.

     Network Communication segment sales were $347.6 million and $512.7 million
for fiscal 2002 and 2001, respectively, and represented 63% and 67% of total
revenues for fiscal 2002 and 2001, respectively. Specialty Electronic segment
sales were $206.2 million and $250.5 million for fiscal 2002 and 2001,
respectively, and represented 37% and 33% of total revenues in fiscal 2002 and
2001, respectively. Fiscal 2002 results were negatively impacted by the downturn
of the U.S. and European economies and, more specifically, a slowdown in the
U.S. and European network, telecommunication, information technology and
original equipment manufacturer ("OEM") marketplaces.

Business Strategy

     Notwithstanding the economic and industry slowdown, our long-term
strategies have not changed. These strategies include: (i) be a leading
worldwide designer and manufacturer of electronic cable and related connectivity
products; (ii) achieve long-term growth internally and through acquisition;
(iii) expand internationally; (iv) be a low cost producer; and (v) differentiate
ourselves from our competition through outstanding service.

                                       2

<PAGE>

     Products. We focus on designing, developing and marketing technologically
advanced network connectivity products and specialty electronic cable products
that are used in automation, process control and specialty applications.
Examples of advanced network connectivity products include copper gigabit and
fiber optic network cable and connectors, network structured wiring components,
assemblies and media conversion components, and interconnect cables for computer
and communication switching applications. We also manufacture communication
cable products used in local loop, central office and wireless applications. Our
strong position in most of these markets has enabled us to establish strategic
relationships with many customers.

     Internal and Acquisition Growth. Due to the difficult economic and industry
conditions, our sales and profits have significantly declined over prior year
results. Nevertheless, long-term we are focused on effecting internal growth by
broadening our product offerings and developing new customer relationships and
external growth through strategic acquisition opportunities. We intend to
continue to seek acquisitions that will broaden our product mix and
international presence.

     International Expansion. In fiscal 2002, 45% of our sales were in markets
outside of the United States and 30% were outside of North America. We believe
that the international markets represent a significant opportunity because many
systems within these markets need to be upgraded in order to participate in
high-speed worldwide communications. We intend to continue to capitalize on the
size and potential of the international markets by focusing sales and other
resources on these markets and establishing or acquiring additional capabilities
in these markets. In fiscal 2002, we acquired substantially all of the
outstanding stock of Kabelovna Decin-Podmokly, a.s., ("KDP/CDT") based in the
Czech Republic. KDP/CDT is a manufacturer of communication, fiber optic,
medical, signal and control cable and cable harnesses.

     Manufacturing Infrastructure. A historic focus has been on expanding and
maintaining our manufacturing infrastructure in order to improve efficiencies to
maintain a low manufacturing cost structure as well as to meet current and
future product needs. During the three fiscal years prior to fiscal 2002, we
invested over $85 million for plant and machinery. Due to our previous capital
expenditure program, we were able to reduce capital expenditures in fiscal 2002
to $12.6 million. We believe that our equipment is among the best in the
industry for the types of products we manufacture.

     Customer Service. We place a great emphasis on providing technical
resources to solve customer problems and on research and development ("R&D")
efforts to create solutions for our markets and customers. We seek highly
qualified employees with significant industry experience and continually invest
in R&D and testing resources. Customer sales support is a very important part of
our business strategy. Our operations maintain highly trained sales support
staff and maintain inventory levels of various products that are sufficient to
meet fluctuating demands for such products, in many cases with same-day or
second-day delivery.

                                       3

<PAGE>

     In response to current economic and industry conditions, we have evaluated
our corporate structure, production technologies, R&D, manufacturing,
warehousing logistics and personnel. Included in this evaluation has been an
ongoing review of capacity and selling, general and administrative ("SG&A")
costs. Based on changing market conditions and expectations, we have and will
continue to review and implement resizing and streamlining of Company operations
that we believe to be appropriate, including workforce reductions and other
restructuring initiatives. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" under Item 7 and the Consolidated
Financial Statements and Notes thereto under Item 8 of this Annual Report on
Form 10-K for further discussion.

Network Communication Segment

     The Network Communication segment encompasses connectivity products for the
electronic and optical transmission of data, voice, and multimedia over local
and wide area networks and local loop communication infrastructures. Products
include high performance fiber optic and twisted pair and coaxial copper cables
and connectors, wiring racks and panels, outlets and interconnecting hardware
for end-to-end network structured wiring systems, fiber optic assemblies and
patch cords and communication cable products for outside communication and
central office switchboard and equipment applications.

     Local Area Network (LAN) Systems. LANs typically consist of one or more
computers, peripheral devices, software and interconnecting cables, connectors
and accessories. The interconnecting cables can be copper, fiber or a composite
cable including both copper and fiber. Due to the expense and increased
difficulty of installing fiber cable as compared to copper cables and the cost
of transmitters, repeaters and other electronics required for a fiber optic
system, fiber cables have generally been limited to riser applications and
backbone parts of the local area network. Copper cables, while still used in
riser and backbone applications, are predominate in premise wiring and
horizontal portions of network systems. In addition, each network system,
whether fiber or copper, includes a large number of other structured wiring
components, such as connectors, patch panels, outlets and racks. Wireless LAN
systems have made inroads in certain LAN applications. While the Company's
cables and certain other components can be utilized in connection with a
wireless LAN system, the Company does not currently offer such a system or
manufacture non-cable components that are required for such a system.

                                       4

<PAGE>

     We manufacture and sell fiber optic, copper and composite cables,
connectors, rack enclosures and cabinets, fiber optic splitters and couplers and
other passive components used in LAN systems. Our connectors include our
patented Optimax(TM) and Quick Connect(TM) fiber optic connectors and our high
performance GigaFlex(TM) copper connector series. In addition, we offer "plug &
play" fiber optic cabling systems. We are also one of a few companies that
manufactures and sells a fully integrated end-to-end warranted network
structured wiring system. The ability to offer a fully warranted end-to-end
system is an important marketing feature that differentiates us from many of our
competitors.

     The fiber optic marketplace has been one of the most negatively affected by
capital expenditure reductions. While we do not focus on the long-haul fiber
business, our fiber business has decreased significantly from prior years and
our fiber capacity is underutilized.

     Interconnect and Central Office Products. Interconnect products refers to
transmission cables that are used inside computers and other electronic
equipment, as well as to connect large and small computers to a variety of
peripheral devices. Central office products refers to cable used to connect
switching and related telecommunications equipment, as well as switchboard
cable. We produce both fiber optic and copper cables for such uses. Such markets
are tied to the telecommunications industry and have been adversely affected by
the capital spending cuts of regional Bell operating companies and other
telecommunication providers. Many of the products in this category are
manufactured to OEM specifications and often require our engineers to work
closely with component engineers during the product design and development
process. We believe that our strengths in engineering and design, together with
our historical relationships and reputation with OEM's, give us an advantage in
this market.

     Cellular Communication. We believe that while spending has been slowed
significantly in the short-term, the long-term growth of cellular or "wireless"
applications presents a significant opportunity. Wireless communications rely on
antenna towers, base station transmission and central office switching, with
each application requiring high performance cable and other connectivity
products. Greater traffic over cellular networks and changing transmission
networks also requires greater switching capabilities and other electronic
equipment, which drives demand for our interconnect products. We produce
specialized cables used in these applications.

     Communications. We produce communication distribution cables that are used
in the telecommunications industry to service business and residential customers
in the local loop. Demands for new services and phone lines for fax,
telecommuting, digital subscriber lines and other uses, home offices and overdue
maintenance of the existing copper local loop infrastructures define this
market. The telecommunication industry has severely reduced capital
expenditures, which has negatively affected the demand for these products from
the spending peaks reached in 2000.

     We have executed an agreement to sell our NORCOM operating unit. Such unit
represents our U.S. and Canadian manufacturing and sales of communication
distribution cables, our manufacturing and sales of copper multi-pair central
office products for Canada and a significant portion of our manufacturing and
sales of copper multi-pair central office cables for the U.S. The transaction is
expected to close on or about October 31, 2002, however there can be no
assurance that such transaction will be completed. See Note 19 "Subsequent
Events" under Item 8 of this Annual Report on Form 10-K.

                                       5

<PAGE>

Specialty Electronic Segment

     The Specialty Electronic segment includes highly engineered wire and
cable products covering a broad range of specialized applications and niche
markets, including commercial aviation and marine, automotive electronics,
medical electronics, electronic testing equipment, and industrial applications,
including robotics and electronically controlled factory equipment. Also
included are cables for automation applications, such as climate control,
premise video distribution and sophisticated security and signal systems
involving motion detection; electronic card and video surveillance technologies;
process control applications, such as remote signaling and electronic monitoring
systems; sound applications, such as voice activation, evacuation and other
similar systems; and safety applications, such as data transmission cable for
advanced fire alarm and safety systems, including cable having improved safety
and performance attributes under hazardous conditions. Included in the Specialty
Electronic segment are non-cable related manufacturing activities encompassing
precision tire casting and sheet metal fabrication which are not material to our
business.

Raw Materials

     The principal raw materials we use are copper and insulating compounds. Raw
materials are purchased on a consolidated basis whenever possible to reduce
costs and improve supplier service levels. Copper is purchased from several
suppliers. Price terms are generally producers' prices at time of shipment. We
do not generally engage in activities to hedge the underlying value of our
copper inventory. Currently, world stocks of and capacity for copper are
adequate to meet our requirements. We purchase insulating compounds, including
Teflon(R), from various suppliers and, while from time to time there have been
shortages of such material, supplies are currently adequate to meet our needs.
Certain of our products require bulk uncabled optical fiber singles, which are
currently purchased primarily from one supplier. Other materials used include
reels, tapes, textiles, chemicals, fiber optic components and other materials.
Currently, supplies of these fiber optic and other materials are adequate to
meet our needs.

Customers

     We sell our products directly or through distributors to a variety of
customers, including original equipment manufacturers, regional Bell operating
companies, competitive local exchange carriers, and certified system vendors. We
support over 10,000 customers. No single customer accounted for more than 10% of
sales in fiscal 2002, 2001 or 2000.

Competition

     The markets served by our products are competitive. Although some of our
competitors are substantially larger and have greater resources than we do, we
believe that we compete successfully in our markets due to our experienced
management and sales teams, manufacturing expertise, breadth of product
offerings, large number of customer approved specifications, emphasis on quality
and established reputation.

Backlog

     Backlog orders believed to be firm were $44.5 million at July 31, 2002,
compared to $68.8 million at July 31, 2001. We believe that substantially all
the backlog is shippable within the next twelve months. Generally, customers may
cancel orders for standard products without penalty upon thirty days notice.

                                       6

<PAGE>

Research and Development

     We engage in research and development activities including new and existing
product development. Research and development costs were $5.0 million, $5.2
million and $4.6 million in fiscal 2002, 2001 and 2000, respectively.

International Operations

     Information regarding the Company's international and domestic operations
is set forth in Note 12, "Industry and Geographic Segment Information" as
presented in the Company's consolidated financial statements in Item 8 of this
Annual Report on Form 10-K.

Environmental Matters

     We are subject to numerous federal, state, provincial, local and foreign
laws and regulations relating to the storage, handling, emission and discharge
of materials into the environment, including the United States Comprehensive
Environmental Response, Compensation and Liability Act, the Clean Water Act, the
Clean Air Act, the Emergency Planning and Community Right-To-Know Act and the
Resource Conservation and Recovery Act. Regulations of particular significance
to us include those pertaining to handling and disposal of solid and hazardous
waste, discharge of process wastewater and storm water and release of hazardous
chemicals. Although we believe that we are in substantial compliance with such
laws and regulations, we may from time-to-time not be in full compliance and may
be subject to fines or other penalties for noncompliance.

     We do not currently anticipate any material adverse effect on our business
as a result of compliance with federal, state, provincial, local or foreign
environmental laws or regulations. However, some risk of environmental liability
and other costs is inherent in the nature of our business, and there can be no
assurance that material environmental costs will not arise in the future.

     The Company was named as a third party defendant in People of the State of
California v. M&P Investments and various other parties (CIV-S-00-24411 Eastern
District, CA). The complaint, brought under federal, state and local statutory
provisions, alleges that property previously owned by a predecessor to the
Company contributed to ground water pollution in the City of Lodi, California.
The Company believes that initial reports prepared on behalf of the City of Lodi
show that the property alleged to have been owned by a predecessor to the
Company is not one of the potential pollution sources. The Company does not
believe that the resolution of this matter will have a material adverse effect
on the Company.

     Environmental contamination has been identified at the Company's facility
in Kingston, Ontario. Such contamination occurred prior to the Company's
purchase of the business in 1996. Nortel Networks Corp., the prior owner of such
facility, has indemnified the Company for, and retained responsibility for,
monitoring and, as required, remediation of such contamination. There are
currently no active remediation actions being undertaken. The Company has
entered into an agreement for sale relating to the operations at such facility
(See Note 19 "Subsequent Events" under Item 8 of this Annual Report on Form
10-K).

                                       7

<PAGE>

Employees

     As of July 31, 2002, we had approximately 3,600 full-time employees and 620
workers under contract manufacturing arrangements in Mexico. Approximately 1,400
of the full-time employees are represented by labor unions. We have not
experienced any material work stoppages at our plants and we believe that, in
general, our current relations with our employees are good. Union contracts
covering approximately 1,000 employees at various operating units have expired
and are currently being negotiated or expire within the next twelve months.
Included are contracts that expire in February 2003 relating to our NORCOM/CDT
operations in Kingston, Ontario. Such operations, however, are subject to an
agreement of sale. (See Note 19 "Subsequent Events" under Item 8 of this Annual
Report on Form 10-K). There can be no assurance that conflicts will not arise
with unions (whether in the context of contract negotiations or otherwise) or
other employee groups or that such conflicts would not have a material adverse
effect on our business.

Risk Factors

     The Company's net sales, net income and growth depend largely on the U.S.
and European economies and the network infrastructure, information technology,
telecommunications and OEM marketplaces. In the event that these economies or
marketplaces do not improve, or if they were to get worse, the Company could
suffer decreased sales and net income (or net losses) and be required to enact
further restructurings. Such events could, among other things, have negative
cash flow and debt compliance impacts.

    Because we operate in markets that experience rapid technological change,
certain of our products could become obsolete or marketplaces in which we sell
could become more competitive. Many of the markets that we serve are
characterized by rapid technological change. We believe that our future success
will depend in part upon our ability to enhance existing products and to develop
or acquire new products that meet or anticipate such changes. The failure to
successfully introduce new or enhanced products on a timely and cost-competitive
basis could have a material adverse effect on our business. At the same time,
however, the introduction of new or enhanced products tends to have the effect
of reducing the prices at which we can sell some of our existing product lines,
which may harm our net sales and profitability.

     Many of our network cable products are subject to various industry
standards. Many of such standards, particularly for newer high bandwidth cable
products, are still being developed. In the event we are unable to meet such
standards when adopted, or if the implementation of such standards was delayed,
our business could be adversely affected.

     Fiber optic and wireless technologies represent substitutes for copper
based cable products. A significant decrease in the cost and complexity of
installation of fiber optic systems, or increase in the cost of copper based
systems, could make fiber optic systems superior on a price performance basis to
copper systems and may have a material adverse effect on our business. Also,
wireless technology, as it relates to premise network and communication systems,
may represent a threat to both copper and fiber optic cable based systems by
reducing the need for premise wiring. While we sell fiber optic cable and
components and cable that is used in various wireless applications, if fiber
optic systems or wireless technology were to significantly erode the markets for
copper based systems or, in the case of wireless technology, fiber optic based
systems, our sales of fiber optic and wireless products may not be sufficient to
offset any decrease in sales or profitability of other products that may occur.

                                       8

<PAGE>

     Technological advances could require significant capital or other
expenditures to manufacture new products or maintain market positions. Our
failure to make such capital expenditures on a timely basis or our making
capital expenditures in markets that fail to adequately develop could have an
adverse effect on us. Further, as other manufacturers make capital expenditures
to enable them to manufacture products similar to those manufactured by us,
markets for such products may become more competitive resulting in decreases in
sales and profits.

     Price fluctuations or shortages of raw materials could adversely affect our
operations. Copper is a principal raw material purchased by us and our sales may
be affected by the market price of copper. Significant fluctuations in the price
of copper or other raw materials could have a negative effect on our business.
We generally do not engage in hedging transactions for copper or other raw
materials and we may not be able to pass on increases in the price of copper and
other raw materials to our customers. The inability of suppliers to supply raw
materials used in our production could have a material adverse effect on our
business until a replacement supplier is found or substitute materials are
approved for use.

     Our business is subject to the economic and political risks of maintaining
facilities and selling products in foreign countries. During fiscal 2002, 45% of
our sales were in markets outside the United States. Our operations may be
adversely affected by significant fluctuations in the value of the U.S. dollar
against foreign currencies or by the enactment of exchange controls or foreign
governmental or regulatory restrictions on the transfer of funds. Furthermore,
our foreign operations are subject to risks inherent in maintaining operations
abroad such as economic and political destabilization, international conflicts,
restrictive actions by foreign governments, nationalizations and adverse foreign
tax laws.

     Our markets are competitive. We are subject to competition from a
substantial number of international and regional competitors, some of which have
greater financial, engineering, manufacturing and other resources than we do.
Our competitors can be expected to continue to improve the design and
performance of their products and to introduce new products with competitive
price and performance characteristics. Furthermore, maintaining our current
technological advantages will require continued investment by us in engineering,
research and development, marketing and customer service and support. There can
be no assurance that we will have sufficient resources to continue to make such
investments or that we will be successful in maintaining such advantages. Also,
such competitive markets have in the past, including during fiscal 2002, placed
significant pricing pressures on most products we manufacture. Such competitive
pricing pressures could continue and adversely affect our sales, margins and net
income.

     Potential environmental, product, warranty or other liabilities could
adversely impact our financial position. Risk of environmental, product and
warranty liabilities, and other costs associated therewith, are inherent in the
nature of our business. We cannot assure you that material environmental,
product or warranty costs will not arise in the future.

                                       9

<PAGE>

     Losing the services of key personnel or adverse relations with employees
could harm our business. Our continued success depends on the efforts and
abilities of our executive officers and other key employees. The loss of any of
our executive officers or other key employees could adversely affect our
operations. Our ability to attract and retain quality employees in all
disciplines is important to our future success. See also "Business-Employees".

     The Company's credit facility contains various covenants and the Company
reduced the facility size to $150 million from $200 million. Breaches of the
financial or other covenants contained in our credit facility could occur as the
result of various events, including decreased earnings, unexpected charges,
restructurings initiated by the Company or asset impairment or write-downs. Any
such default would have material adverse consequences. On October 10, 2002, the
Company reached an agreement with the agent for our bank group whereby the
availability under such facility was reduced to $150 million. While the Company
believes such facility size is appropriate under current conditions, the Company
could face a liquidity shortfall if certain events were to occur, including
significant sales growth (requiring working capital increases), unexpected costs
or charges or significant losses.

     Many of the Company's products are sold through distribution. While the
Company deals with many distributors, there are a number of significant
distributors in the U.S. Any consolidation relating to these distribution
channels could potentially have adverse results, including reduced ability to
access the end marketplace. In addition, the Company may have significant credit
exposures to certain of these distributors.

     We may not be able to successfully identify, finance or integrate
acquisitions. Growth through acquisition has been, and is expected to continue
to be, an important part of our strategy. We cannot assure that we will be
successful in identifying, financing and closing acquisitions at favorable
prices and terms. Potential acquisitions may require us to obtain additional or
new financing, and such financing may not be available on terms acceptable to
us, or at all. Further, we cannot assure that we will be successful in
integrating any such acquisitions that are completed. Also, integration of any
such acquisitions may require substantial management, financial and other
resources and may pose risks with respect to production, customer service and
market share of existing operations.

     Anti-takeover provisions could delay or prevent a change in control or
adversely impact the price of our common stock. Provisions of our Rights Plan
and our certificate of incorporation, and provisions of the Delaware General
Corporation Law could each have the effect of deterring hostile takeovers or
delaying, deterring or preventing a change in control of our Company, including
transactions in which stockholders might otherwise receive a premium for their
shares over current market prices.

                                       10

<PAGE>

Disclosure Regarding Forward-Looking Statements

     Certain of the statements in this Annual Report on Form 10-K and the
Company's 2002 Annual Report to Stockholders, in which this 10-K is included,
are forward-looking statements, including, without limitation, statements
regarding future financial results, profits and performance and other beliefs,
expectations or opinions of the Company and its management. These statements are
subject to various risks and uncertainties, many of which are outside the
control of the Company, including those risk factors described in this Annual
Report on Form 10-K and other SEC filings. The information contained herein
represents management's best judgment as of the date hereof based on information
currently available; however, the Company does not intend to update this
information to reflect developments or information obtained after the date
hereof and disclaims any legal obligation to the contrary.

ITEM 2.  PROPERTIES

     The Company uses various owned or leased properties as manufacturing
facilities, warehouses, and sales and administration offices. The Company
believes that current facilities, together with planned expenditures for normal
maintenance, capacity and technological improvements, will provide adequate
production capacity to meet expected demand for its products.

     At July 31, 2002, the Company operated a total of 42 plants and warehouses
of which (a) the locations in North America had approximately 2.6 million square
feet, of which 0.6 million square feet were leased, and of which approximately
1.8 million square feet are utilized by businesses in the Network Communication
segment; and (b) the locations outside of North America had approximately 1.4
million square feet, of which 0.8 million square feet were leased, and of which
approximately 0.8 million square feet are utilized by businesses in the Network
Communication segment. The locations outside of North America include facilities
located in Germany, Italy, Sweden, Denmark, the Czech Republic and the United
Kingdom. Additionally, manufacturing facilities of approximately 0.2 million
square feet are operated by third parties for the benefit of the Company in
Nogales and Tijuana, Mexico pursuant to contract manufacturing arrangements.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is a party to various legal proceedings and administrative
actions incidental to the operations of the Company. In the opinion of the
Company's management, such proceedings and actions should not, individually or
in the aggregate, have a material adverse effect on the Company's results of
operations or financial condition. See also Item I., Business-Environmental
Matters.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the fourth quarter of the fiscal year covered by this report, no
matter was submitted to a vote of security holders.

                                       11

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
         MATTERS

     Our common stock is listed on the New York Stock Exchange under the symbol
"CDT". As of October 25, 2002, there were 192 holders of record of the Company's
Common Stock. The following table sets forth the range of high and low sale
prices of our common stock during the fiscal quarters indicated.

Fiscal Year Ended July 31,

<TABLE>
<CAPTION>
                                High          Low
                               ------       ------
     <S>                       <C>          <C>
     2002:
     Fourth quarter            $13.74       $ 6.25
     Third quarter             $13.56       $11.46
     Second quarter            $15.27       $12.14
     First quarter             $15.80       $10.45

     2001:
     Fourth quarter            $16.35       $11.75
     Third quarter             $21.90       $10.65
     Second quarter            $24.75       $14.00
     First quarter             $29.75       $19.25
</TABLE>

     The Company did not pay cash dividends on the common stock during the
periods set forth above, and does not anticipate paying any cash dividends in
the foreseeable future.

Equity Compensation Plan Information

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
As of July 31, 2002
-----------------------------------------------------------------------------------------------------------------
(In thousands, except per share amounts)

                                                                                  Number of securities
                                                                                  remaining available for
                            Number of securities to       Weighted-average        future issuance under
                            be issued upon exercise       exercise price of       equity compensation plans
                            of outstanding options,       outstanding options,    (excluding securities
                            warrants and rights           warrants and rights     reflected in column (a))
                                  (a)                           (b)                       (c)
-----------------------------------------------------------------------------------------------------------------
<S>                         <C>                           <C>                     <C>
Plan Category:
Equity compensation
  plans approved by
  security holders                429,560                      $14.65                  1,759,455

Equity compensation
  plans not approved
  by security holders           3,764,579                      $12.45                    592,427
-----------------------------------------------------------------------------------------------------------------
                                4,194,139                      $12.67                  2,351,882
=================================================================================================================
</TABLE>

                                       12

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

     The table below summarizes recent financial information for the Company,
and should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" presented under Part II, Item 7
of this Annual Report on Form 10-K, and the Company's financial statements and
notes thereto presented under Part II, Item 8 of this Annual Report on Form
10-K.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                               For the Year Ended July, 31,
-------------------------------------------------------------------------------------
                                     2002       2001       2000       1999       1998
-------------------------------------------------------------------------------------
(In thousands, except per share information)
<S>                              <C>        <C>        <C>        <C>        <C>
Statement of Income Data:
Net sales                        $553,754   $763,225   $797,824   $683,999   $651,668
Cost of sales                     415,106    548,410    563,979    479,469    457,767
                                 --------   --------   --------   --------   --------
  Gross profit                    138,648    214,815    233,845    204,530    193,901
Selling, general and
   administrative expenses        110,156    134,365    123,582    111,147    104,719
Amortization of goodwill            2,052      2,378      2,482      2,463      1,772
Research and development expenses   4,988      5,211      4,626      5,450      7,863
Business restructuring expense
   (income), net                    5,829     17,577       (189)    (1,412)     6,093
Nonrecurring expense, net              --         --         --      6,307         --
                                 --------   --------   --------   --------   --------
  Income from operations           15,623     55,284    103,344     80,575     73,454
Interest expense, net               6,796      9,018     11,770     13,346      8,560
Other expense (income), net         1,051        223        377        (18)      (947)
                                 --------   --------   --------   --------   --------
  Income before income taxes
     and minority interest          7,776     46,043     91,197     67,247     65,841
Income tax provision                3,888     21,903     35,291     26,723     25,335
Minority interest in earnings
   of subsidiaries, net               300        684        986        883         25
                                 --------   --------   --------   --------   --------
   Net income                    $  3,588   $ 23,456   $ 54,920   $ 39,641   $ 40,481
                                 ========   ========   ========   ========   ========
Diluted earnings per
   common share                  $   0.08   $   0.52   $   1.25   $   0.91   $   0.86
                                 ========   ========   ========   ========   ========
Shares used in diluted per
   share calculation               44,631     44,927     44,086     43,693     46,982
                                 ========   ========   ========   ========   ========
Balance Sheet Data:
Total assets                     $585,787   $584,396   $615,353   $595,100   $505,427
Total debt                       $111,900   $129,230   $162,804   $218,667   $155,795
Other Key Data:
Capital expenditures             $ 12,559   $ 38,082   $ 22,028   $ 25,262   $ 49,248
Statement of Income Data
 excluding net of tax effect
 of business restructuring and
 nonrecurring expenses:

Net income                       $  7,066   $ 37,781   $ 54,799   $ 42,930   $ 44,426
Diluted earnings per common
share                            $   0.16   $   0.84   $   1.24   $   0.98   $   0.95
</TABLE>


                                       13

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Results of Operations

     The following discussion of Cable Design Technologies Corporation's ("the
Company") consolidated historical results of operations and financial condition
should be read in conjunction with the Consolidated Financial Statements of the
Company and the Notes thereto included under Part II, Item 8 of this Annual
Report on Form 10-K.

     The Company is a leading manufacturer of technologically advanced
connectivity products for the Network Communication and Specialty Electronic
marketplaces. The Network Communication segment encompasses connectivity
products used within local area computer networks and communication
infrastructures for the electronic and optical transmission of data, voice and
multimedia. Products included in this segment are high bandwidth network and
interconnect cables, fiber optic cable and passive components, including
connectors, wiring racks and panels, and interconnecting hardware for end-to-end
network structured wiring systems, and communication cable products for local
loop, central office, wireless and other applications. The Specialty Electronic
segment encompasses electronic cable products for automation and process control
applications as well as specialized wire and cable products for niche markets,
including commercial aviation and automotive electronics.

Overview

     Operations for the year were negatively impacted by the slowdown in the
U.S. and European economies, particularly in the network and telecommunication
marketplaces. Sales for the year ended July 31, 2002 ("fiscal 2002") decreased
27%, to $553.8 million compared to sales of $763.2 million for the year ended
July 31, 2001 ("fiscal 2001"). Sales attributable to acquisitions represented
approximately 6% of fiscal 2002 sales. Sales for the Network Communication
segment decreased 32% to $347.6 million, and represented 63% of total company
revenue for fiscal 2002. The lower sales for this segment were primarily due to
a 60% decline in sales of products for the telecommunication marketplace,
excluding sales attributable to acquired businesses. Sales for the Specialty
Electronic segment were $206.2 million, a decrease of 18% over the prior year.
The reduction in sales for this segment was primarily due to lower sales of
industrial cables, reflecting decreased demand from electronic equipment
manufacturers in response to the economic slowdown.

     The reported operating margin for fiscal 2002 was 2.8% compared to 7.2% in
fiscal 2001. The operating margin, excluding in both years the business
restructuring expenses and other charges discussed below, was 4.7% for fiscal
2002 compared to 10.0% for fiscal 2001.

                                       14

<PAGE>

     The following business restructuring and other charges totaling
$10.4 million ($6.3 million net of tax) were incurred in fiscal 2002. A charge
of $3.3 million ($2.0 million net of tax), included in cost of sales, represents
a provision for slow moving inventory associated with products for the
telecommunication central office marketplace. Selling, general and
administrative expenses ("SG&A") include a $1.3 million ($0.8 million net of
tax) provision for a lawsuit currently in discovery, and whose worst-case
exposure is estimated at $3.0 million. Although the outcome of this matter is
not certain at this time, the provision represents management and outside
counsel's most likely estimate of exposure. Fiscal 2002 business restructuring
expenses of $5.8 million ($3.5 million net of tax) consist of $3.6 million of
severance costs associated with workforce reductions, a $1.7 million asset
impairment charge associated with property and equipment to be held for sale as
a result of facility consolidations, and $0.5 million of asset provisions
incurred in connection with the closing of the Company's wireless assembly
facility, representing primarily the write-off of inventory applicable to
terminated customer contracts. In fiscal 2001, business restructuring expenses
of $17.6 million ($14.3 million net of tax) were incurred, including a charge of
$6.1 million for severance costs, a non-cash goodwill impairment charge of $9.4
million, and a $2.1 million loss on the sale of a business. Fiscal 2001 results
also include a bad debt charge of $3.1 million ($1.9 million net of tax) related
to the bankruptcy of a large distribution customer.

     Reported diluted earnings per share were $0.08 for fiscal 2002 compared to
$0.52 for fiscal 2001. Excluding the net of tax impact of the restructuring and
other charges discussed above, diluted earnings per share were $0.22 in fiscal
2002 compared to $0.88 in fiscal 2001.

     The following table presents the percentage of total net sales represented
by selected financial data from the Company's consolidated statements of income,
excluding restructuring and other charges discussed above, and should be read in
conjunction with the following discussion.

-----------------------------------------------------------------------------
Year Ended July 31,                       2002          2001           2000
-----------------------------------------------------------------------------

Net sales                               100.0%        100.0%         100.0%
Gross profit                             25.6%(1)      28.1%          29.3%
Selling, general and
   administrative expenses               19.6%(2)      17.2%(3)       15.5%
Amortization of goodwill                  0.4%          0.3%           0.3%
Research and development expenses         0.9%          0.6%           0.6%
-----------------------------------------------------------------------------
Income from operations                    4.7%(4)      10.0%(4)       12.9%(4)

(1)   Excludes $3.3 million inventory provision in fiscal 2002 associated with
      products for the telecommunication marketplace.
(2)   Excludes $1.3 million provision for a lawsuit in fiscal 2002.
(3)   Excludes a $3.1 million bad debt provision related to the bankruptcy of a
      customer in fiscal 2001.
(4)   Excludes charges described in notes (1), (2), and (3) for the respective
      periods. Excludes business restructuring expenses of $5.8 million and
      $17.6 million in fiscal 2002 and 2001, respectively. Excludes $0.2 million
      of restructuring income in fiscal 2000.

                                       15

<PAGE>

Year Ended July 31, 2002 Compared With Year Ended July 31, 2001

     Sales for fiscal 2002 decreased $209.4 million, or 27%, to $553.8 million
compared to sales of $763.2 million for fiscal 2001. Sales attributable to
acquisitions, which were primarily in the Network Communication segment,
represented approximately 6% of fiscal 2002 sales. Network Communication segment
sales decreased 32% to $347.6 million for fiscal 2002 compared to sales of
$512.7 million for fiscal 2001. The lower sales for this segment were primarily
due to the slowdown in both the U.S. and European economies, and in the
telecommunication marketplace that began in the second half of the Company's
2001 fiscal year. Sales of products for the telecommunication market continue to
be affected by very low demand, decreasing 60% year over year excluding sales
attributable to acquired businesses. Network product sales decreased 22%,
primarily due to a 60% decline in sales of the lower performance Category 5
cable and a 24% decline in sales of connectivity products. Sales of the higher
performance gigabit network cable remained relatively stable on a year over year
basis, with slightly increased volumes and improved product mix offsetting the
negative impact of declines in pricing.

     Specialty Electronic segment sales decreased 18% to $206.2 million for
fiscal 2002 compared to $250.5 million for fiscal 2001. The reduction in sales
for this segment was primarily due to lower sales of industrial cables, due to
lower demand from electronic equipment manufacturers in response to the economic
slowdown.

     Sales outside of North America were $165.0 million for fiscal 2002, a
decrease of 9% compared to sales of $180.3 million for fiscal 2001. The decline
in international sales was primarily due to lower sales of network and
telecommunication related products in Europe, which was partially offset by
sales attributable to acquired businesses.

     Gross profit for fiscal 2002 decreased 35% to $138.6 million compared to
$214.8 million for fiscal 2001. The decline in gross profit was due to lower
sales volumes, as well as lower gross margins in both business segments. The
reduction in gross profit was partially mitigated by the Company's cost
reduction actions during fiscal 2002. The decrease in the segment gross margins
was primarily due to volume inefficiencies and greater pricing pressure for the
Company's products. Volume inefficiencies were due to the absorption of
manufacturing expenses over lower production levels, particularly for
telecommunication equipment related products. Pricing pressures resulted from
the slowdown in both the economy and particularly the telecommunication
marketplace. Gross profit for fiscal 2002 was also negatively impacted by a $3.3
million provision for slow moving inventory associated with products for the
central office telecommunication marketplace. Excluding this provision, the
gross margin for fiscal 2002 was 25.6% compared to 28.1% for fiscal 2001.

                                       16

<PAGE>

     SG&A decreased $24.2 million, or 18%, to $110.2 million for fiscal 2002
compared to $134.4 million for fiscal 2001. Excluding the additional SG&A of
acquired businesses, the decline in SG&A was $30.6 million, or 23%, primarily
due to lower sales volume related expenses, reduced employee related costs
resulting in part from restructuring activities, and a decrease in bad debt
provisions. The year over year decline in bad debt expense was partially due to
the fact that a $3.1 million bad debt charge was incurred in fiscal 2001 related
to the bankruptcy of a customer. These declines in SG&A were partially offset by
a $1.3 million fiscal 2002 provision for a lawsuit currently in discovery, and
whose worst-case exposure is estimated at $3.0 million. Excluding the $1.3
million provision in fiscal 2002 and the $3.1 million bad debt charge in fiscal
2001, SG&A as a percentage of sales increased to 19.6% this year compared to
17.2% for fiscal 2001, reflecting the lower sales volume. Research and
development expenses decreased $0.2 million to $5.0 million compared to $5.2
million in fiscal 2001.

     Business restructuring expenses of $5.8 million ($3.5 million net of tax)
were incurred in fiscal 2002, including $3.6 million of severance costs
associated with workforce reductions and a $2.2 million charge associated with
property and equipment to be held for sale and other costs incurred in
connection with the closing of the Company's wireless assembly facility.
Approximately $5.1 million of the fiscal 2002 restructuring expenses were
associated with operations in the Network Communication segment. Business
restructuring expenses for fiscal 2001 of $17.6 million ($14.3 million net of
tax) include $6.1 million of severance costs associated with workforce
reductions, a non-cash goodwill impairment charge of $9.4 million, and a $2.1
million loss on the sale of a business. Approximately $11.0 million of the
fiscal 2001 restructuring expenses were associated with operations in the
Network Communication segment.

     Reported income from operations was $15.6 million for fiscal 2002 compared
to $55.3 million for fiscal 2001. Income from operations, excluding business
restructuring expenses and other charges (see "Overview") in both years, was
$26.0 million, or 4.7% of sales, for fiscal 2002 compared to $76.0 million, or
10.0% of sales, for fiscal 2001.

     Net interest expense decreased $2.2 million to $6.8 million for fiscal 2002
compared to $9.0 million for fiscal 2001, due both to a lower average interest
rate and a lower average balance of outstanding debt.

     The effective tax rate for fiscal 2002 was 50.0% compared to 47.6% for
fiscal 2001. The high effective tax rate in fiscal 2002 was primarily due to the
unfavorable relative effect of permanent non-deductible expenses on lower pretax
income, as well as an unfavorable effect due to the geographical mix of taxable
earnings. For fiscal 2001, $8.9 million of the business restructuring expenses
for goodwill impairment and loss on the sale of a business were not deductible
for income tax purposes. Excluding the effect of these non-deductible business
restructuring expenses, the effective tax rate for fiscal 2001 was 39.7%.

     Reported diluted earnings per share were $0.08 for fiscal 2002 on net
income of $3.6 million, compared to $0.52 for fiscal 2001 on net income of $23.5
million. Diluted earnings per share, excluding the net of tax impact of the
restructuring and other charges (see "Overview"), were $0.22 in fiscal 2002,
compared to $0.88 in fiscal 2001. The lower fiscal 2002 net income was primarily
due to the effect of the lower sales volume and the lower gross margin
percentage.

                                       17

<PAGE>

Year Ended July 31, 2001 Compared With Year Ended July 31, 2000

     Sales decreased $34.6 million, or 4%, to $763.2 million for fiscal 2001
compared to $797.8 million for the year ended July 31, 2000 ("fiscal 2000").
Sales attributable to acquisitions represented approximately 1% of fiscal 2001
sales.

     Network Communication segment sales declined 6%, to $512.7 million for
fiscal 2001 compared to sales of $545.0 million in fiscal 2000. The decline in
sales for this segment was primarily due to a 58% decline in sales of wireless
products attributable to the previously reported loss of the principal customer
for wireless assembly services. Additionally, the slowdown in the U.S. economy
and the telecommunication market which began in the second half of the fiscal
year negatively impacted sales in the Network Communication segment, including
sales of computer interconnect products, primarily for telecom switching
applications, which declined 23% and central office products which increased
only 5% for the full year compared to a 75% increase for the first half of
fiscal 2001. An increase of 36% in sales of enhanced gigabit network cables was
more than offset by a 44% decline in sales of the lower performance rated
Category 5 network cable. Another area of growth was a 46% increase in sales of
fiber optic connectivity products, primarily single mode cable.

     Fiscal 2001 sales for the Specialty Electronic segment decreased $2.3
million, or 1%, to $250.5 million. Incremental sales attributable to businesses
acquired during fiscal 2000 contributed $5.7 million to sales for this segment.
Excluding acquisitions, the 3% sales decline in this segment was primarily due
to lower sales of industrial cables, which the Company believes reflects
adjusted inventory levels at electronic equipment distributors in response to
the economic slowdown.

     Sales outside of North America increased $1.7 million, or 1%, to $180.3
million in fiscal 2001 compared to $178.6 million in fiscal 2000. The increase
in international sales was primarily due to the acquisition of ITC/CDT in fiscal
year 2000, as well as higher first half sales of central office cable products
in Western Europe. These increases were partially offset by the unfavorable
foreign currency translation effect on sales by the Company's European
subsidiaries due to a decline in the value of certain European currencies
against the dollar.

     Gross profit decreased $19.0 million, or 8%, to $214.8 million in fiscal
2001 compared to $233.8 million for fiscal 2000. The decline in gross profit was
due to lower sales volume, as well as reduced gross margins for both the Network
Communication and Specialty Electronic segments primarily due to volume
inefficiencies as a result of the lower sales volume. The overall gross margin
for fiscal 2001 was 28.1% compared to 29.3% for fiscal 2000. The lower Network
Communication segment gross margin was primarily due to lower margins for
network cable, network structured wiring components, computer interconnect, and
outside plant communication cable. In addition to volume inefficiencies, the
gross margin for this segment was unfavorably impacted by lower pricing on
Category 5 and 5e network cable and a shift in product mix for structured wiring
components. The reduction in gross margin for the Specialty Electronic segment
was due to a lower margin for automation and process control products due
primarily to a higher average cost of copper, volume inefficiencies and
competitive market conditions, as well as a lower margin for aerospace and
automotive cables due to product mix.

                                       18

<PAGE>

     SG&A increased $10.8 million, or 9%, to $134.4 million for fiscal 2001
compared to $123.6 million for fiscal 2000. The increase in SG&A was primarily
due to an increase in bad debt expense, the additional SG&A of acquired
businesses and costs associated with the establishment of the European and Fiber
Optic management groups in the first fiscal quarter. The increase in bad debt
expense was primarily due to the bankruptcy of a large distribution customer,
and higher provisions for bad debts, particularly in the fourth fiscal quarter,
due to the slowdown in the telecommunication marketplace and the overall
economy. SG&A as a percentage of sales increased to 17.6% for fiscal 2001
compared to 15.5% for fiscal 2000, due to the factors noted above combined with
the lower sales volume. Research and development expenses increased $0.6 million
to $5.2 million compared to $4.6 million in fiscal 2000.

     Business restructuring expenses of $17.6 million ($14.3 million net of tax)
were incurred during fiscal 2001 related to severance costs, goodwill
impairment, and a loss on the sale of a business. In the fourth quarter of
fiscal 2001, a business restructuring expense of $6.1 million ($3.8 million, net
of tax) was incurred representing severance costs associated with a workforce
reduction of 641, including workers under contract manufacturing arrangements.
Also in the fourth quarter, the Company incurred a non-cash goodwill impairment
charge of $9.4 million ($8.4 million, net of tax). The majority of the goodwill
impairment charge was not deductible for tax purposes. The goodwill impairment
charge reflects the Company's evaluation of the recoverability of the carrying
value of goodwill for certain of its operations based on the estimates of future
cash flows for the affected operations. Fiscal 2001 business restructuring
expenses also include a $2.1 million loss on the sale of a business in the third
quarter. Business restructuring income of $0.2 million ($0.1 million net of tax)
was recognized in fiscal 2000.

     Reported income from operations was $55.3 million for fiscal 2001 compared
to $103.3 million for fiscal 2000. Income from operations, excluding business
restructuring expenses in both years, decreased $30.3 million, or 29%, to $72.9
million in fiscal 2001 compared to $103.2 million for fiscal 2000, and the
operating margin was 9.5% for fiscal 2001 compared to 12.9% for fiscal 2000.

     Interest expense for fiscal 2001 decreased $2.8 million to $9.0 million
compared to $11.8 million for fiscal 2000. The decrease was primarily due to the
lower average balance of debt outstanding, as the Company reduced debt by $28.7
million during fiscal 2001. The effective tax rate for fiscal 2001 increased to
47.6% compared to 38.7% for fiscal 2000, primarily due to the fact that $8.9
million of the business restructuring expenses for goodwill impairment and loss
on the sale of a business were not deductible for income tax purposes. Excluding
the effect of the non-deductible business restructuring expenses in fiscal 2001,
the effective tax rate was 39.7%.

     Earnings per share decreased to $0.52 per diluted share on net income of
$23.5 million for fiscal 2001 compared to $1.25 per diluted share on net income
of $54.9 million for fiscal 2000. Excluding business restructuring expenses in
both years, fiscal 2001 earnings per share decreased 32% to $0.84 per diluted
share on net income of $37.8 million, compared to $1.24 per diluted share for
fiscal 2000 on net income of $54.8 million.

                                       19

<PAGE>

Liquidity and Capital Resources

     The Company generated $61.9 million, $58.2 million and $75.7 million of net
cash from operating activities in fiscal 2002, 2001 and 2000, respectively. The
increase in fiscal 2002 was primarily due to favorable changes in working
capital accounts, which more than offset a decline in net income. The fiscal
2001 decrease from fiscal 2000 was primarily due to lower net income.

     During fiscal 2002 operating working capital decreased $31.9 million. The
decrease in operating working capital was primarily the result of decreases in
inventory and accounts receivable of $30.0 million and $17.9 million,
respectively, which were partially offset by a decrease in accounts payable and
other accrued liabilities of $17.2 million. The change in operating working
capital excludes changes in cash and current maturities of long-term debt.

     Net cash used by investing activities was $41.8 million in fiscal 2002,
$36.8 million in fiscal 2001 and $30.4 million in fiscal 2000. Fiscal 2002 cash
used by investing activities included $12.6 million expended for capital
projects and $29.3 million for the acquisition of businesses. In fiscal 2001,
the Company expended $38.1 million for capital projects and received $1.3
million of proceeds from the sale of a business. Fiscal 2000 cash used for
investing included $22.0 million for capital expenditures and $8.3 million for
the acquisition of businesses. Capital expenditures were primarily invested in
additional equipment to expand capacity for both Network Communication and
Specialty Electronic products. Capital expenditures in fiscal 2001 included
approximately $7 million to purchase two previously leased buildings.

     Net cash used by financing activities during fiscal 2002 of $20.4 million
included $21.3 million to reduce debt and $1.5 million for payment of deferred
financing fees, which were partially offset by $2.4 million received from the
exercise of stock options and issuance of common stock pursuant to the Company's
employee stock purchase plan. Fiscal 2001 net cash used by financing activities
of $22.7 million included $28.7 million of cash used to reduce debt and $6.0
million received from the exercise of stock options and issuance of common
stock. In fiscal 2000, the Company used $39.6 million for financing activities,
including a debt reduction of $52.3 million. The Company received $12.7 million
of proceeds from the exercise of stock options and issuance of common stock in
fiscal 2000.
                                       20

<PAGE>

     The Company entered into a new unsecured revolving credit facility on
December 17, 2001 which provides for borrowings of up to $200.0 million (the
"U.S. Facility"), including a $50.0 million European sub-facility and a $15.0
million U.K. sub-facility. The Company also entered into a separate $65.0
million revolving facility for it's Canadian operations (the "Canadian
Facility"), which facility is supported by a letter of credit under the U.S.
Facility and reduces the availability under the U.S. Facility. The U.S. and
Canadian Facilities expire on January 2, 2005 and December 2, 2004,
respectively. Borrowings under the U.S. Facility bear interest at either LIBOR
plus 1.05% to 2.00%, or a base rate, as defined, plus 0.20% to 0.50%. The
applicable interest rate margin is based on the Company's leverage ratio as
calculated under the facility. A facility fee margin of 0.20% to 0.50%, which is
also based on the Company's leverage ratio, is payable on the maximum facility
amount. Fees for letters of credit under the U.S. Facility are charged at the
applicable interest rate margin. Borrowings under the Canadian Facility bear
interest at the Canadian Banker's Acceptance rate, plus an applicable margin of
0.30%. A facility fee of 0.15% is payable on the Canadian Facility. As of July
31, 2002, the Company had availability of approximately $78.3 million and $14.9
million under the U.S. Facility and Canadian Facility, respectively.

     On October 10, 2002, the Company and the agent under the U.S. and Canadian
Facilities reached an agreement whereby the Company reduced total available
borrowings under the U.S. and Canadian Facilities to $150.0 million, reduced the
European and U.K. sub-facility limits to $37.5 million and $11.3 million,
respectively, and provided security for the loans in the form of a pledge of
substantially all of the Company's U.S. and Canadian non-real estate assets.

     The U.S. and Canadian Facilities have customary financial and non-financial
covenants. The financial covenants consist of "fixed charge" and "leverage"
ratios and a minimum net worth test. Compliance with these covenants is
dependant on a number of factors, including, in the case of the fixed charge
ratio, trailing four fiscal quarter capital expenditures and tax, interest and
scheduled principal payments and, in the case of the leverage ratio, the
Company's consolidated debt. Important to both of these ratios is the Company's
net income before interest, taxes, depreciation and amortization (EBITDA), as
calculated under the U.S. Facility, for the trailing four fiscal quarters. In
the case of the leverage ratio, pro forma adjustments are made to EBITDA for
acquisitions and, in the case of both ratios, add-backs to EBITDA are permitted
at the discretion of the lenders in the case of certain types of charges. The
Company is currently in compliance with all financial and non-financial
covenants. Continued compliance with the financial covenants is dependent on the
levels of the various components that are included in the calculations.

     Based on current expectations, management believes that the Company's cash
flow from operations and the available portion of its credit facilities will
provide it with sufficient liquidity to meet its current liquidity needs.

                                       21

<PAGE>

Contractual Obligations and Commercial Commitments

     The following table summarizes our significant contractual obligations as
of July 31, 2002:

<TABLE>
<CAPTION>
                                                Payments Due per Period
                                    ----------------------------------------------
                           Total      Less than                             After
                       Payments Due     1 year    1-3 years   4-5 years    5 years
                       -----------------------------------------------------------
<S>                    <C>            <C>         <C>         <C>          <C>
(Dollars in thousands)

Long-term debt           $109,356    $  1,685     $106,571    $    865   $    235
Capital leases              1,994         757        1,057         180         --
Operating leases           18,643       5,823        8,018       3,434      1,368
                       ----------------------------------------------------------
Total contractual
  cash obligations       $129,993    $  8,265     $115,646    $  4,479   $  1,603
                       ==========================================================
</TABLE>

     In July 2002 the Company entered into a sublease agreement for one of its
facilities. The Company remains primarily liable under the terms of the original
lease, therefore operating lease payments presented above include all amounts
due under the original lease agreement, and have not been reduced by anticipated
sublease income. The Company received $0.1 million of sublease income in fiscal
2002. There was no income received from sublease rentals in fiscal 2001 or 2000.

     In addition to the above contractual obligations, the Company had
outstanding letters of credit of $1.9 million and $3.9 million as of July 31,
2002 and 2001, respectively. Outstanding letters of credit as of July 31, 2001
included $3.1 million in connection with the purchase of ITC/CDT (see Note 11
"Acquisitions" under Part II, Item 8 of this Annual Report on Form 10-K). As of
July 31, 2002 and 2001, the Company also maintained a $1.2 million bond in
connection with workers' compensation self-insurance in the state of
Massachusetts.

Critical Accounting Policies

     We prepare our consolidated financial statements and accompanying notes in
accordance with accounting principles generally accepted in the United States of
America. Preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, net sales, and expenses. The Company bases its estimates on
historical experience and various other assumptions that we believe to be
reasonable based on specific circumstances. On an on-going basis, the Company
evaluates its estimates, including those related to sales rebates and
allowances, product returns, bad debts, inventory obsolescence, long-lived
assets, restructuring, pension and other post-retirement benefits, income taxes,
and contingencies and litigation, and revises its estimates when changes in
events or circumstances indicate that revisions may be necessary. Actual results
may differ from these estimates.

     The Company believes that the following critical accounting policies
require its more significant judgments and estimates used in the preparation of
the consolidated financial statements.

                                       22

<PAGE>

     Allowances for sales rebates, discounts, allowances, price protection
programs, and product returns are estimated based on historical experience,
contract terms, inventory levels at distributors, and other factors. A decline
in market conditions could result in increased estimates of these amounts,
resulting in an incremental reduction of net sales. Allowances for bad debts are
estimated based on past collection history and specific risks identified in our
outstanding accounts receivable. If the financial condition of the Company's
customers were to deteriorate, resulting in an impairment of their ability to
make payments, additional allowances may be required.

     The Company maintains reserves to reduce the value of inventory based on
the lower of cost or market principle. The net realizable market value of
inventory is estimated based on current levels and aging of inventory on hand,
forecasted demand, market conditions, and other factors. Changes in these
factors, including fluctuations in market conditions, could result in additional
inventory write-downs.

     The Company evaluates the recoverability of property, plant and equipment,
goodwill and intangible assets on an ongoing basis when events or circumstances
indicate that the carrying amount of any such asset may not be fully
recoverable. Our evaluation of potential impairment is based upon market prices,
if available, or assumptions about the estimated future undiscounted cash flows
that these assets are expected to generate. Judgment is required in determining
the timing of the testing, and in the assumptions regarding estimates of future
cash flows, which are subject to significant uncertainty.

     Accruals for the estimated costs of restructuring activities are made in
accordance with the requirements of Emerging Issues Task Force Issue 94-3,
Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including certain costs incurred in a restructuring). In
some instances, actual costs may differ from the estimated costs due to changes
in facts and circumstances that were not foreseen at the time the initial costs
were recorded.

     The Company estimates the expected return on plan assets, discount rate,
rate of compensation increase, future health care costs, withdrawal and
mortality rates, among other things, and relies on actuarial estimates to assess
the future potential liability and funding requirements of the Company's defined
benefit and postretirement plans. Differences between our estimates and actual
results may significantly affect the cost of our obligations under these plans.

     The Company estimates its tax liability based on current tax laws in the
statutory jurisdictions in which it operates. These estimates include judgments
about deferred tax assets and liabilities resulting from temporary differences
between assets and liabilities recognized for financial reporting purposes and
such amounts recognized for tax purposes. Fluctuations in the actual outcome of
these future tax consequences, including changes in tax laws, could result in
potential significant losses or gains.

     The Company accrues for contingencies in accordance with Statement of
Financial Accounting Standard No. 5, Accounting for Contingencies, when it is
probable that a liability or loss has been incurred and the amount can be
reasonably estimated. Contingencies by their nature relate to uncertainties that
require our exercise of judgment both in assessing whether or not a liability or
loss has been incurred and estimating the amount of probable loss.

                                       23

<PAGE>

Effects of Inflation

     The Company does not believe that inflation had a significant impact on the
Company's results of operations for the periods presented. On an ongoing basis,
the Company attempts to minimize any effects of inflation on its operating
results by controlling costs of operations and, whenever possible, seeking to
ensure that selling prices reflect increases in costs due to inflation.

Fluctuation in Copper Price

     The cost of copper in inventories, including finished goods, reflects
purchases over various periods of time ranging from one to several months for
each of the Company's operations. For certain communication cable products,
profitability is generally not significantly affected by volatility of copper
prices as selling prices are generally adjusted for changes in the market price
of copper, however, differences in the timing of selling price adjustments do
occur and may impact near term results. For other products, although selling
prices are not generally adjusted to directly reflect changes in copper prices,
the relief of copper costs from inventory for those operations having longer
inventory cycles may affect profitability from one period to the next following
periods of significant movement in the cost of copper. The Company does not
generally engage in activities to hedge the underlying value of its copper
inventory.

New Accounting Standards

     The Financial Accounting Standards Board ("FASB") issued Statements of
Financial Accounting Standards ("SFAS") No. 141, Business Combinations ("SFAS
141") and No. 142, Goodwill and Other Intangible Assets ("SFAS 142") in June
2001. SFAS 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. All of the Company's
acquisitions in recent years were accounted for under the purchase method. The
adoption of SFAS 141 had no impact on the consolidated financial statements.
Under SFAS 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed annually, or more frequently if impairment
indicators arise, for impairment. Separable intangible assets that are not
deemed to have indefinite lives will continue to be amortized over their useful
lives, but with no maximum life. The Company will adopt SFAS 142 effective
August 1, 2002 and will perform the required impairment tests on goodwill and
indefinite-lived intangible assets prior to the end of the second fiscal quarter
of 2003. Effective August 1, 2002, the Company will no longer record
amortization expense on goodwill and indefinite-lived intangible assets. Such
amortization expense was $2.1 million in fiscal 2002.

     Also in June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations ("SFAS 143"). SFAS 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets. The Company is required to adopt SFAS 143 on August 1, 2002, and does
not expect adoption of this statement to have a material impact on its financial
position, results of operations or cash flows.

                                       24

<PAGE>

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 supercedes SFAS 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, and provides further guidance regarding the accounting and
disclosure of long-lived assets. The Company is required to adopt SFAS 144
effective August 1, 2002, and does not expect adoption of this statement to have
a material impact on its financial position, results of operations or cash
flows.

     In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections ("SFAS 145"). SFAS 145 updates, clarifies and simplifies existing
accounting pronouncements. The provisions of this standard related to SFAS No.
13 are effective for transactions occurring after May 15, 2002. All other
provisions of this standard must be applied for financial statements issued on
or after May 15, 2002. The adoption of SFAS 145 has not had a material impact on
the Company's financial position, results of operations or cash flows.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities ("SFAS 146"). SFAS 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). The provisions of SFAS
146 are effective for exit or disposal activities that are initiated after
December 31, 2002, with early adoption encouraged. The Company is currently
evaluating the effects of SFAS 146 on its financial position, results of
operations and cash flows.

Forward Looking Statements-Under the Private Securities Litigation Act of 1995

     Certain of the statements in this Annual Report on Form 10-K and the
Company's 2002 Annual Report to Stockholders, in which this 10-K is included,
are forward-looking statements, including, without limitation, statements
regarding future financial results, profits and performance and other beliefs,
expectations or opinions of the Company and its management. These statements are
subject to various risks and uncertainties, many of which are outside the
control of the Company, including those risk factors described in this Annual
Report on Form 10-K and other SEC filings. The information contained herein
represents management's best judgment as of the date hereof based on information
currently available; however, the Company does not intend to update this
information to reflect developments or information obtained after the date
hereof and disclaims any legal obligation to the contrary.

                                       25

<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We are exposed to certain market risks, primarily from interest rates,
foreign currency exchange rates and certain commodity prices, which arise from
transactions that are entered into in the normal course of business. We seek to
minimize these risks through our normal operating and financing activities and,
when considered appropriate, through the use of derivative financial
instruments. The Company does not hold derivative financial instruments for
trading purposes.

Interest Rate Sensitivity

     The table below provides information about the Company's financial
instruments, primarily debt obligations, which are sensitive to changes in
interest rates. The table presents principal cash flows and related weighted
average interest rates for debt obligations by expected maturity date and the
currency in which the instrument's cash flows are denominated. Weighted average
variable interest rates are based on the rates in effect at the reporting date
for the respective debt obligations. No assumptions have been made for future
changes in such variable rates. The fair value of fixed rate debt obligations as
determined under current market interest rate assumptions does not differ
materially from the carrying value as presented below. The information is
provided in U.S. dollar equivalents, which is the Company's reporting currency.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                                 Expected Maturity Date For Periods Ending July 31,
-----------------------------------------------------------------------------------
                          Demand                                     There-
                    Type*  Notes   2003   2004   2005   2006   2007   After   Total
-----------------------------------------------------------------------------------
(U.S. dollar equivalents in millions)             Balance/Average Interest Rate
<S>                               <C>    <C>    <C>    <C>    <C>     <C>     <C>
Short-term Obligations:

   Australian dollar   VR   $0.6                                              $0.6
                             6.4%                                              6.4%

Long-term debt:


   U.S. dollar         FR         $0.3   $0.1   $0.1   $0.0   $0.0    $0.0    $0.5
                                   6.3%   7.7%   7.7%   5.2%   5.2%    5.2%    6.8%
   Euro                FR         $2.1   $1.8   $0.7   $0.6   $0.5    $0.2    $5.9
                                   5.6%   5.7%   5.6%   5.4%   5.3%    5.3%    5.6%
   U.S. dollar         VR                      $17.5                         $17.5
                                                 3.5%                          3.5%
   Canadian dollar     VR                      $50.1                         $50.1
                                                 2.9%                          2.9%
   Euro                VR                      $35.0                         $35.0
                                                 5.0%                          5.0%
   British pound       VR                       $2.3                          $2.3
                                                 5.6%                          5.6%

</TABLE>

*VR-Variable interest rate; FR-Fixed interest rate


                                       26

<PAGE>

Foreign Currency Exchange Rates

     We have operating subsidiaries located in various countries outside of the
United States, including Canada, Germany, the United Kingdom and the Czech
Republic. Foreign currency exposures may arise from transactions entered into by
the Company's subsidiaries that are denominated in currencies other than the
functional currency of the subsidiary, as well as from foreign denominated
revenue and profit translated into U.S. dollars. We periodically enter into
foreign currency forward contracts to hedge certain balance sheet exposures
against future movements in foreign exchange rates. The Company's strategy is to
negotiate the terms of the derivatives such that they are highly effective,
resulting in the change in the fair value of the derivatives largely offsetting
the impact of the underlying hedged items. Any resulting gains or losses from
hedge ineffectiveness are reflected directly in income (see Note 16 "Derivative
Financial Instruments and Fair Value of Financial Instruments" under Part II,
Item 8 of this Annual Report on Form 10-K for further discussion). Assuming a
hypothetical 10 percent adverse change in the foreign currency contracts
outstanding, and holding all other variables constant, the value of foreign
currency forward contracts would have decreased by $0.7 million as of July 31,
2002. The Company had no such contracts outstanding at July 31, 2001.

Commodity Price Risk

     Copper is a primary raw material purchased by the Company and is purchased
from several suppliers. Price terms are generally producers' prices at time of
shipment. We do not generally engage in activities to hedge the underlying value
of our copper inventory.

                                       27

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Cable Design Technologies Corporation:

     We have audited the accompanying consolidated balance sheet of Cable Design
Technologies Corporation and subsidiaries as of July 31, 2002, and the related
consolidated statements of income, stockholders' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Cable
Design Technologies Corporation and subsidiaries as of July 31, 2001 and for the
two years then ended were audited by other auditors who have ceased operations.
Those auditors expressed an unqualified opinion on those financial statements in
their report dated September 26, 2001.

     We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company as of July 31,
2002, and the results of its operations and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
October 11, 2002 (October 25, 2002 as to the third paragraph of Note 19)

                                       28

<PAGE>

INFORMATION REGARDING PREDECESSOR INDEPENDENT PUBLIC ACCOUNTANTS' REPORT

THE FOLLOWING REPORT IS A COPY OF A PREVIOUSLY ISSUED REPORT BY ARTHUR ANDERSEN
LLP. THE REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP NOR HAS ARTHUR
ANDERSEN LLP CONSENTED TO ITS INCLUSION IN THIS ANNUAL REPORT ON FORM 10-K.

                REPORT OF PREVIOUS INDEPENDENT PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS OF CABLE DESIGN
TECHNOLOGIES CORPORATION AND SUBSIDIARIES:

     We have audited the accompanying consolidated balance sheets of Cable
Design Technologies Corporation (a Delaware corporation) and Subsidiaries as of
July 31, 2001 and 2000, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended July 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cable Design Technologies
Corporation and Subsidiaries as of July 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended July 31, 2001, in conformity with accounting principles generally accepted
in the United States.

/s/ Arthur Andersen LLP

Pittsburgh, Pennsylvania
September 26, 2001

                                       29

<PAGE>

<TABLE>
<CAPTION>
                       CONSOLIDATED STATEMENTS OF INCOME

-------------------------------------------------------------------------------------
Year Ended July 31,                                       2002        2001       2000
-------------------------------------------------------------------------------------
(In thousands, except per share information)
<S>                                                   <C>         <C>        <C>
Net sales                                             $553,754    $763,225   $797,824
Cost of sales                                          415,106     548,410    563,979
                                                      --------    --------   --------
   Gross profit                                        138,648     214,815    233,845
Selling, general and administrative expenses           110,156     134,365    123,582
Amortization of goodwill                                 2,052       2,378      2,482
Research and development expenses                        4,988       5,211      4,626
Business restructuring expense (income), net
  (See Note 17)                                          5,829      17,577       (189)
                                                      --------    --------   --------
   Income from operations                               15,623      55,284    103,344
Interest expense, net                                    6,796       9,018     11,770
Other expense, net                                       1,051         223        377
                                                      --------    --------   --------
   Income before income taxes and minority
     interest                                            7,776      46,043     91,197
Income tax provision (See Note 9)                        3,888      21,903     35,291
Minority interest in earnings
  of subsidiaries, net                                     300         684        986
                                                     ---------   ---------  ---------
   Net income                                         $  3,588    $ 23,456   $ 54,920
                                                      ========    ========   ========
Basic earnings per common share (See Note 10)         $   0.08    $   0.54   $   1.29
                                                      ========    ========   ========
Diluted earnings per common share (See Note 10)       $   0.08    $   0.52   $   1.25
                                                      ========    ========   ========
Weighted average common shares outstanding              44,244      43,743     42,665
                                                      ========    ========   ========
Weighted average common shares outstanding and
  common stock equivalents                              44,631      44,927     44,086
                                                      ========    ========   ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       30

<PAGE>

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
July 31,                                                              2002        2001
--------------------------------------------------------------------------------------
(Dollars in thousands, except per share information)
<S>                                                               <C>        <C>
ASSETS
Current assets:
  Cash and cash equivalents                                       $ 16,755   $ 14,625
  Trade accounts receivable, net of allowance for
    uncollectible accounts of $6,396 and $6,361, respectively       90,329     99,238
  Inventories (See Note 3)                                         137,117    158,415
  Prepaid expenses and other current assets                         14,908     13,618
  Deferred income taxes                                             13,292     12,183
                                                                  --------   --------
       Total current assets                                        272,401    298,079
Property, plant and equipment, net (See Note 4)                    239,727    218,993
Goodwill, net                                                       62,988     59,001
Intangible assets, net                                               6,232      4,641
Other assets                                                         4,439      3,682
                                                                  --------   --------
       Total assets                                               $585,787   $584,396
                                                                  ========   ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term obligations                                          $    550   $  4,915
  Current maturities of long-term debt (See Note 5)                  2,442    118,902
  Accounts payable                                                  26,572     27,260
  Accrued payroll and related benefits                              14,746     18,634
  Accrued taxes                                                      5,169      4,227
  Accrued marketing program costs                                    4,133      4,751
  Other accrued liabilities                                         19,083     20,870
                                                                  --------   --------
       Total current liabilities                                    72,695    199,559
Long-term debt (See Note 5)                                        108,908      5,413
Deferred income taxes                                               28,173     23,725
Other non-current liabilities                                       14,544     11,721
                                                                  --------   --------
       Total liabilities                                           224,320    240,418
                                                                  --------   --------
Commitments and contingencies (See Note 14)

Minority interest in subsidiaries                                    4,567      3,053

Stockholders' equity:
Preferred stock, par value $.01 per share--authorized
  1,000,000 shares, no shares issued                                    --         --
Common stock, par value $.01 per share--authorized 100,000,000
  shares, 48,090,790 and 47,672,133 shares issued, respectively        481        477
Paid-in capital                                                    200,714    198,056
Common stock issuable, 28,000 shares as of July 31, 2001                --        358
Deferred compensation                                                   --       (600)
Retained earnings                                                  210,052    206,464
Treasury stock, at cost, 3,609,738 and 3,652,138 shares,
  respectively                                                     (45,188)   (45,719)
Accumulated other comprehensive deficit                             (9,159)   (18,111)
                                                                  --------   --------
       Total stockholders' equity                                  356,900    340,925
                                                                  --------   --------
       Total liabilities and stockholders' equity                 $585,787   $584,396
                                                                  ========   ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       31

<PAGE>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
Year Ended July 31,                                       2002       2001       2000
------------------------------------------------------------------------------------
(Dollars in thousands)
<S>                                                   <C>        <C>        <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net income                                          $  3,588   $ 23,456   $ 54,920
ADJUSTMENTS FOR NON-CASH ITEMS TO RECONCILE
NET INCOME TO CASH PROVIDED BY OPERATING ACTIVITIES:
  Depreciation                                          20,417     18,574     17,088
  Amortization                                           3,742      3,969      4,361
  Goodwill impairment charge                                --      9,391         --
  Loss on sale of assets                                    17      2,064         --
  Non-cash restructuring charges                         2,108         --         --
  Deferred income taxes                                   (342)       440      3,308
  Tax benefit of option exercises                          317        832      2,147
  Stock option compensation expense                         97         16         68

CHANGES IN ASSETS AND LIABILITIES NET OF EFFECTS
OF BUSINESSES ACQUIRED:
  Accounts receivable                                   17,850     43,783    (12,902)
  Inventories                                           30,050    (17,825)    (2,967)
  Prepaid and other current assets                        (316)    (6,609)     3,632
  Accounts payable                                      (5,096)   (19,119)     8,494
  Accrued payroll and related benefits                  (4,483)    (5,095)     3,326
  Accrued taxes                                           (889)    (1,652)    (4,711)
  Other accrued liabilities                             (6,711)     4,361     (2,228)
  Other non-current assets                                  67        168       (662)
  Other non-current liabilities                          1,463      1,412      1,817
                                                      --------   --------   --------
       Net cash provided by operating activities        61,879     58,166     75,691
                                                      --------   --------   --------

CASH FLOW FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment           (12,559)   (38,082)   (22,028)
  Acquisition of businesses, including
    transaction costs, net of cash acquired            (29,255)        --     (8,331)
  Proceeds on sale of assets                                55      1,327         --
                                                       --------   --------   --------
       Net cash used in investing activities           (41,759)   (36,755)   (30,359)
                                                       --------   --------   --------

CASH FLOW FROM FINANCING ACTIVITIES:
  Net change in demand note borrowings                  (4,438)      (426)    (3,083)
  Funds provided by long-term debt                      59,079     29,949     34,707
  Funds used to reduce long-term debt                  (75,938)   (58,290)   (83,984)
  Proceeds from common shares issued or issuable           980      1,654      1,484
  Proceeds from exercise of stock options                1,441      4,388     11,247
  Payments of deferred financing fees                   (1,494)        --         --
                                                      --------   --------   --------
       Net cash used by financing activities           (20,370)   (22,725)   (39,629)
                                                      --------   --------   --------
Effect of currency translation on cash and
  cash equivalents                                       2,380       (515)      (673)
                                                      --------   --------   --------
Net increase (decrease) in cash and
  cash equivalents                                       2,130     (1,829)     5,030
Cash and cash equivalents, beginning of year            14,625     16,454     11,424
                                                      --------   --------   --------
Cash and cash equivalents, end of year                $ 16,755   $ 14,625   $ 16,454
                                                      ========   ========   ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       32

<PAGE>

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                      Common Stock                                                         Accumulated
                                   -----------------             Common                                          Other        Total
                                                 Par  Paid-In     Stock  Retained Treasury      Deferred Comprehensive Stockholders'
(Dollars in thousands)                 Shares  Value  Capital  Issuable  Earnings    Stock  Compensation       Deficit       Equity
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>         <C>   <C>       <C>       <C>       <C>      <C>          <C>           <C>
Balance, July 31, 1999             46,168,392   $308 $178,979      $253  $128,246 $(49,262)        $  --     $ (6,422)    $252,102
 Net income                                --     --       --        --    54,920       --            --           --       54,920
 Currency translation adjustments          --     --       --        --        --       --            --       (5,424)      (5,424)
                                                                                                                        ----------
 Comprehensive income                                                                                                       49,496
 Exercise of options and
   related tax benefits             1,064,913      7   12,606        --        --       --            --           --       12,613
 Stock grants                           2,490     --       30        --        --       --            --           --           30
 Issuance of 67,650 shares
   treasury stock                          --     --      (66)       --        --      847            --           --          781
 Employee stock purchase plan
   shares issued                      127,085      1    1,339      (253)       --       --            --           --        1,087
 Employee stock purchase plan,
   19,573 shares issuable                  --     --       --       367        --       --            --           --          367
 Stock option compensation expense         --     --       68        --        --       --            --           --           68
----------------------------------------------------------------------------------------------------------------------------------
Balance, July 31, 2000             47,362,880    316  192,956       367   183,166  (48,415)           --      (11,846)     316,544
 Net income                                --     --       --        --    23,456       --            --           --       23,456
 Currency translation adjustments          --     --       --        --        --       --            --       (6,265)      (6,265)
                                                                                                                        ----------
 Comprehensive income                                                                                                       17,191
 Stock split                               --    158       --        --      (158)      --            --           --           --
 Exercise of options and
   related tax benefits               173,119      2    2,558        --        --       --            --           --        2,560
 Stock grants                           3,816     --       90        --        --       --            --           --           90
 Restricted stock grants               38,163     --      900        --        --       --          (600)          --          300
 Issuance of 215,390 shares
   treasury stock                          --     --      (36)       --        --    2,696            --           --        2,660
 Employee stock purchase plan
   shares issued                       94,155      1    1,572      (367)       --       --            --           --        1,206
 Employee stock purchase plan,
   28,000 shares issuable                  --     --       --       358        --       --            --           --          358
 Stock compensation expense                --     --       16        --        --       --            --           --           16
----------------------------------------------------------------------------------------------------------------------------------
Balance, July 31, 2001             47,672,133    477  198,056       358   206,464  (45,719)         (600)     (18,111)     340,925
 Net income                                --     --       --        --     3,588       --            --           --        3,588
 Currency translation adjustments          --     --       --        --        --       --            --       10,007       10,007
 Minimum pension liability, net of
   tax of $466                             --     --       --        --        --       --            --       (1,055)      (1,055)
                                                                                                                        ----------
 Comprehensive income                                                                                                       12,540
 Exercise of options and
   related tax benefits               272,984      3    1,268        --        --       --           --            --        1,271
 Stock grants                           5,928     --       90        --        --       --           --            --           90
 Issuance of  42,400 shares
   treasury stock                          --     --     (133)       --        --      531           --            --          398
 Employee stock purchase plan
   shares issued                      139,745      1    1,336      (358)       --       --           --            --          979
 Stock compensation expense                --     --       97        --        --       --          600            --          697
----------------------------------------------------------------------------------------------------------------------------------
Balance, July 31, 2002             48,090,790   $481 $200,714      $ --  $210,052 $(45,188)       $  --       $(9,159)    $356,900
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                   statements

                                       33

<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

     The consolidated financial statements reflect the application of the
following significant accounting policies:

Principles of Consolidation

     The consolidated financial statements include the accounts of Cable Design
Technologies Corporation and its majority owned subsidiaries. All material
intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

     The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Translation of Foreign Currency Financial Statements

     The financial statements of foreign subsidiaries are translated using the
exchange rate in effect at period end for balance sheet accounts and the average
exchange rate in effect during the period for income and expense accounts.
Unrealized gains or losses arising from translation are charged or credited
directly to accumulated other comprehensive income/(deficit), a component of
stockholders' equity. Gains and losses on foreign currency transactions are
included in the consolidated statement of income as they occur.

Revenue Recognition

     Revenue is recognized when goods are delivered and title passes, the sales
price is fixed or determinable and collection is reasonably assured, and all
significant contractual obligations have been satisfied. Delivery is determined
by the Company's shipping terms, which are primarily FOB shipping point. Revenue
is recognized net of deductions for estimated returns, discounts, rebates, price
protection programs with distributors, and other allowances, which are based on
historical experience, inventory levels in the distributor channel and other
related factors.

Shipping and Handling Fees and Costs

     Amounts billed to customers for shipping and handling costs are included in
net sales in the accompanying statements of income. Shipping and handling costs
incurred by the Company for the delivery of goods to customers are classified as
a component of either cost of sales or selling, general and administrative
expenses ("SG&A"), depending on the specific operating unit. Shipping and
handling costs included in SG&A were $8.9 million, $9.8 million, and $8.0
million for the years ended July 31, 2002, 2001 and 2000, respectively.

                                       34

<PAGE>

Stock-Based Compensation

     The Company measures compensation expense for its stock-based employee
compensation plans using the intrinsic value method prescribed by Accounting
Principles Board ("APB") Opinion 25, Accounting for Stock Issued to Employees,
and has provided in Note 8 "Stock Benefit Plans" the pro forma disclosures of
the effect on net income and earnings per common share as if the fair
value-based method had been applied in measuring compensation expense.

Derivative Financial Instruments

     Fair value hedges are hedges of recognized assets or liabilities. The
Company periodically enters into foreign currency forward contacts, accounted
for as fair value hedges, to minimize the effect of future movements in foreign
exchange rates on recognized assets or liabilities. Such forward contracts
mature in six months or less. The Company formally documents all relationships
between hedging instruments and hedged items, as well as its risk management
objective and strategy for undertaking hedge transactions. This process includes
linking all derivatives that are designated as foreign currency fair value
hedges to specific assets or liabilites. These derivatives are recognized on the
balance sheet at their fair values, which are determined based on quoted market
prices of comparable instruments or, if none are available, on pricing models or
formulas using current assumptions. Changes in the fair value of these
derivatives that are highly effective as, and that are designated and qualify
as, fair value hedges along with the loss or gain on the hedged asset or
liability are recorded in current period earnings in other expenses, net in the
consolidated statement of income. If it is determined that a derivative is not
highly effective as a hedge or that it has ceased to be a highly effective
hedge, the Company discontinues hedge accounting prospectively. The Company does
not hold derivative financial instruments for trading purposes.

Cash and Cash Equivalents

     Cash and cash equivalents represent amounts on deposit in banks and all
highly liquid investments with an original maturity of three months or less at
the date of purchase.

Inventories

     Inventories are stated at the lower of first-in, first-out (FIFO) cost or
market. Inventory costs include material, labor and manufacturing overhead.

Property, Plant and Equipment

     Property, plant and equipment are recorded on the cost basis. Provisions
for depreciation and amortization are computed using the straight-line method
based upon the estimated useful lives of the assets. Maintenance and repair
costs are charged to operations as incurred. Major replacements or improvements
are capitalized. Cost and accumulated depreciation of property sold or retired
are removed from the accounts and any resulting gain or loss is recognized in
the current period statement of income.

Goodwill and Intangible Assets

     Goodwill represents the excess of the purchase price over the fair market
value of identifiable net assets acquired in connection with various business
acquisitions and combinations. Goodwill is being amortized using the
straight-line method over periods of between 20 to 40 years. Accumulated
amortization of goodwill was $13.5 million and $11.1 million at July 31, 2002
and 2001, respectively.

     The Company evaluates the carrying value of goodwill when events or
circumstances indicate that the recorded amount of goodwill may not be fully
recoverable on the basis of estimated undiscounted cash flows over the remaining
amortization period-See Note 17 "Business Restructing Expenses".

                                       35

<PAGE>

     Intangible assets consist of patents, trademarks and non-compete
agreements, which are being amortized over periods ranging from five to ten
years. Accumulated amortization for intangible assets was $3.7 million and $2.4
million at July 31, 2002 and 2001, respectively.

Income Taxes

     Income taxes are accounted for in accordance with the liability method,
under which deferred tax assets or liabilities are computed based on the
temporary differences between the financial statement and income tax bases of
assets and liabilities using the enacted marginal tax rate. These differences
are classified as current or non-current based upon the classification of the
related asset or liability. For temporary differences that are not related to an
asset or liability, classification is based upon the expected reversal date of
the temporary difference.

Comprehensive Income

     Comprehensive income consists of net income, foreign currency translation
adjustments and minimum pension liabilities and is presented in the accompanying
consolidated statements of stockholders' equity.

Reclassifications

     Certain reclassifications have been made to the prior year consolidated
financial statements to conform to the current year presentation.

Statements of Cash Flows

     Supplemental disclosure of cash flow information.

-------------------------------------------------------------------------------
Year Ended July 31,                                  2002       2001       2000
-------------------------------------------------------------------------------
(Dollars in thousands)

Cash paid during the year for:
  Interest                                        $ 6,380    $ 9,596    $12,772
  Income taxes                                    $ 5,181    $28,072    $30,992

Impact of Newly Issued Accounting Standards

     The Financial Accounting Standards Board ("FASB") issued Statements of
Financial Accounting Standards ("SFAS") No. 141, Business Combinations ("SFAS
141") and No. 142, Goodwill and Other Intangible Assets ("SFAS 142") in June
2001. SFAS 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. All of the Company's
acquisitions in recent years were accounted for under the purchase method. The
adoption of SFAS 141 had no impact on the consolidated financial statements.
Under SFAS 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed annually, or more frequently if impairment
indicators arise, for impairment. Separable intangible assets that are not
deemed to have indefinite lives will continue to be amortized over their useful
lives, but with no maximum life. The Company will adopt SFAS 142 effective
August 1, 2002 and will perform the required impairment tests on goodwill and
indefinite-lived intangible assets prior to the end of the second fiscal quarter
of 2003. Effective August 1, 2002, the Company will no longer record

                                       36

<PAGE>

amortization expense on goodwill and indefinite-lived intangible assets.
Such amortization expense was $2.1 million in fiscal 2002.

     Also in June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations ("SFAS 143"). SFAS 143 addresses financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets. The Company is required to adopt SFAS 143 on August 1, 2002, and does
not expect adoption of this statement to have a material impact on its financial
position, results of operations or cash flows.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 supercedes SFAS 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, and provides further guidance regarding the accounting and
disclosure of long-lived assets. The Company is required to adopt SFAS 144
effective August 1, 2002, and does not expect adoption of this statement to have
a material impact on its financial position, results of operations or cash
flows.

     In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections ("SFAS 145"). SFAS 145 updates, clarifies and simplifies existing
accounting pronouncements. The provisions of this standard related to SFAS No.
13 are effective for transactions occurring after May 15, 2002. All other
provisions of this standard must be applied for financial statements issued on
or after May 15, 2002. The adoption of SFAS 145 has not had a material impact on
the Company's financial position, results of operations or cash flows.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities ("SFAS 146"). SFAS 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). The provisions of SFAS
146 are effective for exit or disposal activities that are initiated after
December 31, 2002, with early adoption encouraged. The Company is currently
evaluating the effects of SFAS 146 on its financial position, results of
operations and cash flows.

NOTE 2. STOCKHOLDERS' EQUITY

     A three for two stock split in the form of a common stock dividend was
effected on August 22, 2000.

     On December 10, 1996, the Board of Directors adopted a Rights Agreement
("Rights Agreement"). Under the Rights Agreement, one Preferred Share Purchase
Right ("Right") for each outstanding share of the Company's common stock was
distributed to stockholders of record on December 26, 1996. Each Right entitles
the holder to buy one-two thousand two hundred fiftieth of a share of a new
series of junior participating preferred stock for an exercise price of $66.67.
The Company has designated 100,000 shares of the previously authorized $0.01 par
value preferred stock as junior participating preferred stock in connection with
the Rights Agreement. The Rights are exercisable only if a person or group (with
certain exceptions) acquires, or announces a tender offer to acquire, 20% or
more of the Company's common stock (the "Acquirer"). If the Acquirer purchases

                                       37

<PAGE>

20% or more of the total outstanding shares of the Company's common stock, or if
the Acquirer acquires the Company in a reverse merger, each Right (except those
held by the Acquirer) becomes a right to buy shares of the Company's common
stock having a market value equal to two times the exercise price of the Right.
If the Company is acquired in a merger or other business combination, or 50% or
more of the Company's assets or earning power is sold or transferred, each Right
(except those held by the Acquirer) becomes a right to buy shares of the common
stock of the Acquirer having a market value of two times the exercise price. The
Company may exchange the Rights for shares of the Company's common stock on a
one-to-one basis at any time after a person or group has acquired 20% or more of
the outstanding stock. The Company is entitled to redeem the Rights at $0.01 per
Right (payable in cash or common stock of the Company, at the Company's option)
at any time before public disclosure that a 20% position has been acquired. The
Rights expire on December 11, 2006, unless previously redeemed or exercised.

NOTE 3. INVENTORIES

     Inventories of the Company consist of the following:

-------------------------------------------------------------------------------
July 31,                                                     2002          2001
-------------------------------------------------------------------------------
(Dollars in thousands)

Raw materials                                            $ 35,663      $ 40,959
Work in process                                            28,585        29,095
Finished goods                                             72,869        88,361
                                                         --------      --------
  Total inventories                                      $137,117      $158,415
                                                         ========      ========

NOTE 4. PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment of the Company consist of the following:

-------------------------------------------------------------------------------
July 31,                                                     2002          2001
-------------------------------------------------------------------------------
(Dollars in thousands)

Asset (Asset estimated useful lives):
   Land                                                  $ 13,946      $ 12,259
   Buildings and improvements (10-40 years)                81,546        73,670
   Machinery and equipment (3-15 years)                   229,171       195,125
   Furniture and fixtures (5-10 years)                     15,077        14,204
   Construction in progress                                 6,852         9,738
                                                         --------      --------
      Total                                               346,592       304,996
   Less: accumulated depreciation                         106,865        86,003
                                                         --------      --------
      Net property, plant and equipment                  $239,727      $218,993
                                                         ========      ========

                                       38

<PAGE>
NOTE 5. FINANCING ARRANGEMENTS

     The Company entered into an unsecured revolving credit facility (the
"Revolving Credit Facility") on December 17, 2001 which provides for borrowings
of up to $200.0 million (the "U.S. Facility"), including a $50.0 million
European sub-facility and a $15.0 million U.K. sub-facility (combined, the
"European sub-facilities"). The Company also entered into a separate $65.0
million revolving facility for it's Canadian operations (the "Canadian
Facility"), which facility is supported by a letter of credit under the U.S.
Facility and reduces the availability under the U.S. Facility. Borrowings under
the U.S. Facility bear interest at either the London Inter-Bank Offer Rate
("LIBOR") plus an applicable margin of 1.05% to 2.00%, or a base rate, as
defined, plus an applicable margin of 0.20% to 0.50%. The applicable interest
rate margin is based on the Company's leverage ratio as calculated under the
facility. A facility fee margin of 0.20% to 0.50%, which is also based on the
Company's leverage ratio, is payable on the maximum facility amount. Fees for
letters of credit under the U.S. Facility are charged at the applicable LIBOR
interest rate margin, which was 1.625% as of July 31, 2002. Borrowings under the
Canadian Facility bear interest at the Canadian Banker's Acceptance rate, plus
an applicable margin of 0.30%. A facility fee of 0.15% is payable on the
Canadian Facility. The Revolving Credit Facility requires the Company to
maintain certain customary financial and non-financial covenants, including the
maintenance of minimum consolidated net worth and restrictions on payment of
dividends. The Company is in compliance with all applicable covenants. As of
July 31, 2002, the Company had availability of approximately $93.2 million under
the Revolving Credit Facility (based on the $200.0 million borrowing
availability in effect at such time). The borrowing availability under the U.S.
and Canadian Facilities was reduced by the Company on October 10, 2002 and
certain security was granted to the bank group-See Note 19 "Subsequent Events".

     Long-term debt consists of the following:

------------------------------------------------------------------------------
July 31,                                                    2002          2001
------------------------------------------------------------------------------
(Dollars in thousands)

U.S. revolver, due January 2, 2005,
   bears interest at LIBOR plus 1.625%, or
   approximately 3.495% at July 31, 2002                $ 17,500      $ 23,500
European sub-facilities, due January 2, 2005,
   bears interest at rates of LIBOR plus 1.625%,
   or the base rate, as defined, and ranged from
   5.049% to 5.564% at July 31, 2002                      37,317            --
Canadian revolver, due
   December 2, 2004, bears interest
   at Canadian Banker's Acceptance Rate plus 0.30%, or
   approximately 2.86% at July 31, 2002                   50,136        61,950
Deutschmark sub-facility                                      --        30,320
Capital lease obligations                                  1,994         1,973
Other indebtedness                                         4,403         6,572
                                                        --------      --------
                                                         111,350       124,315
Less: current portion                                      2,442       118,902
                                                        --------      --------
        Total long-term debt                            $108,908      $  5,413
                                                        ========      ========

                                       39

<PAGE>

     The scheduled aggregate annual principal payments of long-term debt as of
July 31, 2002, are as follows:

-------------------------------------------------------------------------------
Year Ended July 31,                                              Long-term Debt
-------------------------------------------------------------------------------
(Dollars in thousands)

2003                                                                  $  2,442
2004                                                                     1,880
2005                                                                   105,748
2006                                                                       586
2007                                                                       459
Thereafter                                                                 235
                                                                      --------
        Total                                                         $111,350
                                                                      ========

     Short term obligations consist of borrowings under a revolving demand
facility in Australia (the "Australian Facility") and, through December 17,
2001, included borrowings under a revolving demand facility in the United
Kingdom (the "U.K. Agreement") (collectively, "the Foreign Facilities").

     The Australian Facility is a revolving demand facility with maximum
availability of approximately $0.6 million, and is guaranteed by the Company.
The U.K. Agreement, which was retired at the time the Company entered into the
Revolving Credit Facility, was comprised of a sterling overdraft and
multi-currency demand facility in an aggregate amount of approximately $10.7
million. The Company had outstanding borrowings of $0.6 million and $4.9 million
and maximum borrowings of $6.2 million and $6.2 million under the Foreign
Facilities as of and for the years ended July 31, 2002 and 2001, respectively.
Weighted average outstanding borrowings were $2.2 million and $5.5 million, and
the effective interest rates were 5.4% and 6.3% for the years ended July 31,
2002 and 2001, respectively.

NOTE 6. RETIREMENT AND OTHER EMPLOYEE BENEFITS

     The Company and its subsidiaries have various defined contribution and
defined benefit plans covering substantially all of its employees. Benefits
provided under the Company's defined benefit pension plans are primarily based
on years of service and the employee's compensation. The defined contribution
plans provide benefits primarily based on compensation levels.

                                       40

<PAGE>

Defined Benefit Plans

     The Company maintains defined benefit plans for one of its U.S. locations
     (the "U.S. Plan") and for certain employees in Canada (the "Canadian
Plans").

     The following sets forth the changes in benefit obligations and plan
assets, and reconciles amounts recognized in the Company's consolidated balance
sheets:

-------------------------------------------------------------------------------
                                             U.S. Plan          Canadian Plans
-------------------------------------------------------------------------------
Year Ended July 31,                        2002     2001        2002      2001
-------------------------------------------------------------------------------
(Dollars in thousands)

Benefit obligation at beginning of year  $2,199   $2,159     $14,065   $13,396
Service cost                                 40       44       2,247     2,321
Interest cost                               149      146       1,158     1,008
Plan amendments                              --       --          90      (899)
Gain on curtailment                          --       --         (45)       --
Other loss (gain)                             8      (10)      1,059    (1,098)
Benefits paid                              (151)    (140)       (432)     (259)
Effect of currency translation               --       --        (507)     (404)
                                         ------   ------     -------   -------
Benefit obligation at end of year        $2,245   $2,199     $17,635   $14,065
                                         ======   ======     =======   =======

Fair value of plan assets at beginning
   of year                               $2,555   $2,734     $ 8,776   $ 7,955
Company contributions                        --       --       2,329     1,976
Actual return on plan assets                (89)     (39)       (319)     (799)
Benefits paid                              (151)    (140)       (198)     (116)
Effect of currency translation               --       --        (309)     (240)
                                         ------   ------     -------   -------
Fair value of plan assets at end of year $2,315   $2,555     $10,279   $ 8,776
                                         ======   ======     =======   =======

Funded status                            $   70   $  356     $(7,356)  $(5,289)
Unrecognized net actuarial loss             528      202       2,113       138
Unrecognized prior service cost              96      111       1,043     1,424
                                         ------   ------     -------   -------
Net amount recognized                    $  694   $  669     $(4,200)  $(3,727)
                                         ======   ======     =======   =======


                                       41

<PAGE>

     Amounts recognized in the consolidated balance sheets consist of:

------------------------------------------------------------------------------
                                               U.S. Plan       Canadian Plans
------------------------------------------------------------------------------
July 31,                                     2002     2001      2002      2001
------------------------------------------------------------------------------
(Dollars in thousands)

Prepaid benefit cost                        $694     $669   $    --    $    --
Accrued benefit liability                     --       --    (6,762)    (4,967)
Intangible asset                              --       --     1,041      1,240
Minimum pension liability                     --       --     1,521         --
                                            ----     ----   -------    -------
Net amount recognized                       $694     $669   $(4,200)   $(3,727)
                                            ====     ====   =======    =======

     A minimum pension liability adjustment is required when the actuarial
present value of accumulated benefits exceeds plan assets and accrued pension
liabilities.

     Assets of the U.S. and Canadian plans are invested primarily in equity and
fixed income securities.

     The weighted-average assumptions as of the end of the periods were as
follows:

------------------------------------------------------------------------------
                                       U.S. Plan           Canadian Plans
------------------------------------------------------------------------------
July 31,                          2002    2001    2000    2002    2001    2000
------------------------------------------------------------------------------

Discount rate                    7.00%   7.00%   7.00%   7.00%   7.50%   7.00%
Expected rate of return
  on plan assets                 7.50%   8.50%   8.50%   8.00%   8.00%   8.00%
Rate of compensation increase    0.00%   0.00%   0.00%   4.00%   4.00%   4.00%

     The components of net periodic pension benefit (income) expense for fiscal
2002, 2001 and 2000 were as follows:

-------------------------------------------------------------------------------
                                          U.S. Plan           Canadian Plans
-------------------------------------------------------------------------------
Year Ended July 31,                  2002   2001   2000    2002    2001    2000
-------------------------------------------------------------------------------
(Dollars in thousands)

Service cost                          $ 40   $ 44  $ 48   $2,247  $2,321 $2,064
Interest cost                          149    146   142    1,158   1,008    666
Expected return on plan assets        (210)  (227) (213)    (766)   (722)  (467)
Curtailment loss                        --     --    --      172      --     --
Net amortization                        (4)    (2)   (3)     243     196     28
                                      ----   ---- -----   ------  ------ ------
Net periodic benefit (income) expense $(25)  $(39) $(26)  $3,054  $2,803 $2,291
                                      ====   ====  ====   ======  ====== ======

                                       42

<PAGE>

     In determining net periodic benefit (income) expense, unrecognized prior
service costs are amortized over periods ranging from 5 to 16 years.

     The projected benefit obligation, accumulated benefit obligation, and fair
value of plan assets for the Canadian pension plans with accumulated benefit
obligations in excess of plan assets were $12.6 million, $12.4 million, and $6.2
million, respectively, as of July 31, 2002, and $10.7 million, $9.9 million and
$5.2 million, respectively, as of July 31, 2001.

     Under the Asset Purchase Agreement between the Company and Nortel Networks
Corp. ("Nortel") dated December 19, 1995, Nortel has retained responsibility
under certain of the Canadian pension plans with respect to services prior to
the date of acquisition. In the event Nortel were unable to pay these
obligations, the Company would be liable for all or most of such obligations.

Defined Contribution Plans

     The Company also maintains defined contribution and profit-sharing plans
for eligible employees. Certain contributions are made under the matching
provision of 401(k) plans, while the remainder are made at the discretion of the
Company's Board of Directors. Expenses incurred by the Company in connection
with these defined contribution and profit-sharing plans were $2.7 million, $5.7
million, and $5.3 million for the years ended July 31, 2002, 2001 and 2000,
respectively.

NOTE 7. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

     Certain of the Company's operations are covered by postretirement health
and life insurance benefits under unfunded plans.

     The components that comprise the changes in the benefit obligation were as
follows:

-------------------------------------------------------------------------------
Year Ended July 31,                                             2002       2001
-------------------------------------------------------------------------------
(Dollars in thousands)

Benefit obligation at beginning of year                       $6,487     $6,594

Service cost                                                     215        276
Interest cost                                                    495        466
Plan amendments                                                  509         --
Gain on curtailment                                             (349)        --
Actuarial loss (gain)                                          1,798       (621)
Benefits paid                                                    (30)       (29)
Effect of currency translation                                  (252)      (199)
                                                              ------     ------
Benefit obligation at end of year                             $8,873     $6,487
                                                              ======     ======

                                       43

<PAGE>

     Amounts recognized in the consolidated balance sheets consist of:

-------------------------------------------------------------------------------
July 31,                                                       2002       2001
-------------------------------------------------------------------------------
(Dollars in thousands)

Funded status                                               $(8,873)   $(6,487)
Unrecognized net loss                                         1,823        204
                                                            -------    -------
Accrued postretirement benefit liability                    $(7,050)   $(6,283)
                                                            =======    =======

     The weighted-average assumptions as of the end of the periods were as
follows:

-------------------------------------------------------------------------------
July 31,                                                  2002    2001    2000
-------------------------------------------------------------------------------

Discount rate                                            7.00%   7.50%   7.00%
Rate of compensation increase                            3.00%   4.00%   4.00%

     The components of postretirement expense for fiscal 2002, 2001 and 2000
were as follows:

-------------------------------------------------------------------------------
Year Ended July 31,                                 2002        2001       2000
-------------------------------------------------------------------------------
(Dollars in thousands)

Service cost                                      $  215        $276       $278
Interest cost                                        495         466        436
Curtailment loss                                     235          --         --
Net amortization                                      65         120        149
                                                  ------        ----       ----
Net postretirement
   benefit expense                                $1,010        $862       $863
                                                  ======        ====       ====

     Future benefits were estimated assuming medical costs would increase at
approximately a 9.00% annual rate for fiscal 2003, decreasing gradually to 5.00%
in fiscal year 2007 and thereafter, and dental costs would increase at
approximately 5.00% for fiscal 2003 and thereafter.

     Assuming a 1.00% increase in this annual trend, the accumulated
postretirement benefit obligation would have increased by $1,141,000 and
$783,000 at July 31, 2002 and 2001, respectively and the postretirement benefit
expense would have increased by approximately $95,000, $100,000 and $98,000 for
fiscal 2002, 2001 and 2000, respectively. Conversely, assuming a 1.00% decrease
in this annual trend, the accumulated postretirement benefit obligation would
have decreased by $923,000 and $629,000 at July 31, 2002 and 2001, respectively,
and the postretirement benefit expense would have decreased by approximately
$75,000, $79,000 and $78,000 for fiscal 2002, 2001 and 2000, respectively.

                                       44

<PAGE>

NOTE 8. STOCK BENEFIT PLANS

     During fiscal 1999 the Company established the CDT Employee Stock Purchase
Plan (the "ESPP") which provides eligible employees the right to purchase common
stock of the Company on a quarterly basis at the lower of 85% of the common
stock's fair market value on the first business day of a fiscal quarter or on
the last business day of a fiscal quarter. There are 750,000 shares of common
stock reserved for issuance under the ESPP. As of July 31, 2002, 389,015 shares
of common stock remain available for issuance under the ESPP.

     In December 1995, the Company adopted the Non-Employee Director Stock Plan
(the "Non-Employee Plan"). The Non-Employee Plan provides that shares of common
stock having a fair market value of $15,000 be granted annually to each
non-employee director each August 1. Shares granted under the Non-Employee Plan
were 5,928 in fiscal 2002, 3,816 in fiscal 2001, and 2,490 in fiscal 2000.

     A Long Term Performance Incentive Plan (the "2001 Plan") was approved by
the shareholders in December 2000, and authorizes the grant of various types of
incentive awards with respect to 1,800,000 shares of the Company's common stock.
As of July 31, 2002, 1,370,440 shares are available for issuance under this
plan.

     A Long Term Performance Incentive Plan (the "1999 Plan") was adopted in
April 1999 and amended in June 1999 and authorizes the grant of various types of
incentive awards with respect to 2,260,500 shares of the Company's common stock.
As of July 31, 2002, 165,230 shares are available for issuance under the 1999
Plan.

     A Supplemental Long Term Performance Incentive Plan (the "Supplemental
Plan") was adopted in December 1995 and authorizes the grant of awards with
respect to 2,700,000 shares of common stock, of which 1,687,500 shares are
reserved for grants only to new members of the Company's management who are
employed in connection with acquisitions by the Company. As of July 31, 2002,
278,950 shares of common stock are available for grant under the Supplemental
Plan.

     A Long Term Performance Incentive Plan (the "Stock Option Plan") was
adopted in September 1993 and provides for the granting to employees and other
key individuals stock options, stock appreciation rights, restricted stock,
performance units and other types of incentive awards. An aggregate of 982,625
shares of common stock were reserved for issuance pursuant to the Stock Option
Plan, and 3,983 are available for issuance as of July 31, 2002.

     The Company maintains a Stock Purchase and Option Plan (the "Former Plan")
that was terminated as to future grants effective upon completion of the
Company's initial public offering on November 24, 1993. Options issued under the
Former Plan expire on the earlier of ten years after the date of grant (July
1988 through September 1992) or ten days after termination of employment.
Substantially all of the options granted under the Former Plan were exercised
prior to July 31, 1998.

                                       45

<PAGE>

     The terms of stock options issued under the Former Plan, Stock Option Plan,
Supplemental Plan, 1999 Plan and 2001 Plan (collectively "the Option Plans")
include vesting over periods ranging from three to five years, an exercise price
equal to the fair market value of the stock at the date of grant, and a maximum
option term of ten years from the date of grant.

     Certain information regarding stock option transactions is summarized
below:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
Year Ended July 31,                 2002                 2001                 2000
----------------------------------------------------------------------------------------
                                      Weighted             Weighted             Weighted
                                       Average              Average              Average
                                      Exercise             Exercise             Exercise
                              Shares     Price     Shares     Price     Shares     Price
----------------------------------------------------------------------------------------
<S>                        <C>          <C>     <C>         <C>     <C>           <C>
Outstanding, beginning
  of year                  4,444,573    $12.34  4,535,840   $11.51   5,454,068    $10.73
Granted                      560,000     14.51    359,250    21.88     262,500     20.63
Exercised                   (315,384)     4.29   (388,567)   11.29  (1,132,563)     9.93
Forfeited                   (495,050)    17.06    (61,950)   13.80     (48,165)     9.63
                           ---------    ------  ---------   ------   ---------    ------
Outstanding,
  end of year              4,194,139    $12.67  4,444,573   $12.34   4,535,840    $11.51
Exercisable at

  end of year              3,014,816    $12.19  2,185,331   $10.83   1,299,764    $ 9.66
                           ---------    ------  ---------   ------   ---------    ------
Weighted average fair
 value of options granted               $ 8.70              $12.79                $11.77
</TABLE>

     Information regarding stock options outstanding as of July 31, 2002 is
summarized below:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
                              Options Outstanding               Options Exercisable

-----------------------------------------------------------------------------------
                                       Weighted   Weighted                 Weighted
                                        Average    Average                  Average
    Range of                          Remaining   Exercise                 Exercise
Exercise Prices      Options   Contractual Life      Price      Options       Price
-----------------------------------------------------------------------------------
<S>                <C>                <C>           <C>       <C>            <C>
$1.22  -  $4.15       45,994          1.8 years     $ 3.36       45,994      $ 3.36
$8.33  - $12.48    1,920,344          5.8 years     $ 9.86    1,458,707      $ 9.97
$12.89 - $17.44    1,945,657          7.4 years     $14.32    1,414,374      $14.12
$19.25 - $27.06      282,144          6.7 years     $21.98       95,741      $21.67
</TABLE>


                                       46

<PAGE>

     The Company accounts for the Option Plans and the ESPP in accordance with
APB Opinion No. 25, Accounting for Stock Issued to Employees, under which no
compensation cost has been recognized. The supplemental information presented
below discloses pro forma net income and net income per common share as if the
Company had determined the cost of stock options in accordance with the fair
value method under SFAS No. 123, Accounting for Stock-Based Compensation.

-------------------------------------------------------------------------------
Year Ended July 31,                                   2002       2001      2000
-------------------------------------------------------------------------------
(Dollars in thousands, except per share data)

Net income:                       As reported       $3,588   $23,456    $54,920
                                  Pro forma         $  194   $18,899    $51,023
Basic earnings per share:         As reported       $ 0.08   $  0.54    $  1.29
                                  Pro forma         $ 0.00   $  0.43    $  1.20
Diluted earnings per share:       As reported       $ 0.08   $  0.52    $  1.25
                                  Pro forma         $ 0.00   $  0.42    $  1.18

     The fair value of each option grant is estimated as of the date of grant
using the Black-Scholes option pricing model with the following weighted average
assumptions for grants issued in fiscal 2002, 2001 and 2000, respectively:
risk-free interest rates of 4.34%, 5.78% and 6.36%; expected volatility of
61.4%, 64.1% and 59.0%; expected life of three to six years for all options; and
an expected dividend yield of zero for all options. The Black-Scholes option
pricing model was developed for use in estimating the fair value of traded
options that have no vesting restrictions and are fully transferable. In
addition, option pricing models require the input of highly subjective
assumptions including the expected stock price volatility. Because the Company's
stock options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of the
Company's stock options. Incentive stock awards are granted at the discretion of
the Company's Board of Directors, therefore, the type and number of awards
previously issued may not be indicative of those to be granted in future
periods.

     During fiscal 2001, the Company granted an employee award of 38,163 shares
of restricted stock. The associated compensation expense was amortized over the
vesting period. The award vested in fiscal 2002, and compensation expense
recognized related to this award was $0.6 million and $0.3 million in fiscal
2002 and 2001, respectively.

NOTE 9. INCOME TAXES

     Except for the effects of the reversal of net deductible temporary
differences, the Company is not aware of any factors which would cause any
significant differences between book and taxable income in future years.
Although there can be no assurances that the Company will generate any earnings
or specific level of continuing earnings in future periods, management believes
that it is more likely than not that the net deductible differences will reverse
during periods when the Company generates sufficient net taxable income.

                                       47

<PAGE>

     Income before income taxes and minority interest, as shown in the
accompanying consolidated statements of income, includes the following
components:

-------------------------------------------------------------------------------
Year Ended July 31,                               2002        2001         2000
-------------------------------------------------------------------------------
(Dollars in thousands)

Domestic                                        $6,809     $32,910      $54,914
Foreign                                            967      13,133       36,283
                                                ------     -------      -------
Income before income taxes and
  minority interest                             $7,776     $46,043      $91,197
                                                ======     =======      =======

     Taxes on income, as shown in the accompanying consolidated statements of
income, include the following components:

------------------------------------------------------------------------------
Year Ended July 31,                               2002        2001        2000
------------------------------------------------------------------------------
(Dollars in thousands)

Current provision:
   Federal                                      $1,056     $13,094     $16,536
   State                                           589       2,839       3,159
   Foreign                                       1,633       5,530      12,279
                                                ------     -------     -------
   Total current provision                       3,278      21,463      31,974
Deferred provision (benefit):
   Federal                                         936        (165)      2,225
   State                                           160         (28)        382
   Foreign                                        (486)        633         710
                                                ------     -------     -------
   Total deferred provision                        610         440       3,317
                                                ------     -------    --------
Income tax provision                            $3,888     $21,903     $35,291
                                                ======     =======     =======


                                       48

<PAGE>

     The effective rate differs from the statutory rate for the following
reasons:

-------------------------------------------------------------------------------
Year Ended July 31,                              2002         2001         2000
-------------------------------------------------------------------------------
(Dollars in thousands)

Tax provision based on the U.S. federal
   statutory tax rate                           $2,617     $15,876      $31,574
State income taxes, net of federal
   income tax benefit                              487       1,827        2,302
Research and development
   tax credit (Canada)                            (232)       (254)        (224)
Foreign tax rates different from U.S.
   federal statutory rate                        1,146       1,424          857
Goodwill and other nondeductible expenses          410       3,460          584
All other, net                                    (540)       (430)         198
                                                ------     -------      -------
Income tax provision                            $3,888     $21,903      $35,291
                                                ======     =======      =======

     The components of the deferred tax assets and liabilities recorded in the
accompanying consolidated balance sheets at July 31, 2002 and 2001, which
include net deferred tax liabilities recorded in connection with acquisitions
were as follows:

-------------------------------------------------------------------------------
July 31,                                                      2002        2001
-------------------------------------------------------------------------------
(Dollars in thousands)

Deferred Tax Assets:
   Accruals                                               $  4,998    $  5,803
   Postretirement and pension accruals                       3,495       3,061
   Asset valuations                                          7,092       6,359
   Net operating loss carryforwards                          2,168          --
   Uniform cost capitalization                               1,266       1,361
   Other                                                       201         101
                                                          --------    --------
   Total deferred tax assets                              $ 19,220    $ 16,685
                                                          --------    --------
Deferred Tax Liabilities:
   Excess of book basis over tax basis
     of fixed assets                                      $(33,871)   $(28,179)
   Other                                                      (230)        (48)
                                                          --------    --------
   Total deferred tax liabilities                          (34,101)    (28,227)
                                                          --------    --------
Net deferred tax liability                                $(14,881)   $(11,542)
                                                          ========    ========
Reconciliation to the consolidated balance sheets:
   Current deferred tax asset, net                        $ 13,292    $ 12,183
   Non-current deferred tax liability, net                 (28,173)    (23,725)
                                                          --------     -------
Net deferred tax liability                                $(14,881)   $(11,542)
                                                          ========    ========


                                       49

<PAGE>

     The Company currently intends that undistributed earnings of its foreign
subsidiaries will be permanently reinvested outside of the United States. As
such, a deferred tax liability has not been provided on the unremitted earnings
of the Company's foreign subsidiaries.

NOTE 10. EARNINGS PER COMMON SHARE

     Basic earnings per common share are computed by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per
common share are computed based on the weighted average common shares
outstanding plus additional potential shares assumed to be outstanding to
reflect the dilutive effect of common stock equivalents. Additional potential
shares are calculated for each measurement period based on the treasury stock
method, under which repurchases are assumed to be made at the average fair
market value price per share of the Company's common stock during the period.

     The following table sets forth the computation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
Year Ended July 31,                               2002          2001           2000
-----------------------------------------------------------------------------------
(Dollars in thousands, except per share data)
<S>                                         <C>           <C>            <C>
Numerator:
Net income                                      $3,588       $23,456        $54,920

Denominator:
Weighted average common shares
   outstanding                              44,244,255    43,742,832     42,665,123
Common stock equivalents                       387,227     1,184,453      1,421,076
                                            ----------    ----------     ----------
Weighted average common shares outstanding
   and common stock equivalents             44,631,482    44,927,285     44,086,199
Basic earnings per
   common share                                 $ 0.08       $  0.54        $  1.29
Diluted earnings per
   common share                                 $ 0.08       $  0.52        $  1.25
</TABLE>

     Options to purchase 2,227,801, 526,000, and 247,500 shares of common stock
were outstanding during fiscal 2002, 2001, and 2000, respectively, but were not
included in the computation of diluted earnings per common share as the options'
exercise prices were greater than the average market price of the common stock
for the respective periods.

     A three for two stock split in the form of a common stock dividend was
effected on August 22, 2000.

NOTE 11. ACQUISITIONS

     On December 4, 2001, the Company purchased 83.6%, and subsequently, through
July 31, 2002, has purchased an additional 10.6%, of the outstanding stock of
Kabelovna Decin-Podmokly, a.s., ("KDP/CDT") based in the Czech Republic. KDP/CDT
is a manufacturer of communication, fiber optic, medical, signal and control
cable and cable harnesses.

                                       50

<PAGE>

     On August 15, 2001, the Company acquired 100% of the outstanding stock of
A.W. Industries, ("AWI/CDT"), based in Ft. Lauderdale, Florida. AWI/CDT is a
designer and manufacturer of connectors for the telecommunication and other
industries.

     The aggregate purchase price of KDP/CDT and AWI/CDT was $42.7 million,
which included $15.2 million of cash acquired. The acquisitions were accounted
for under the purchase method, under which the purchase price is allocated based
on the estimated fair market value of the assets and liabilities acquired.
Acquired intangible assets were $2.4 million, and included $0.7 million assigned
to trade names that are not subject to amortization. The remaining $1.7 million
of intangible assets represent customer lists and contracts, patents, and
non-compete agreements. These intangible assets have estimated useful lives
ranging from one to five years. Allocation of the purchase price resulted in
goodwill of $2.6 million, all of which was assigned to the Network Communication
segment. None of the goodwill is deductible for tax purposes. In accordance with
SFAS No. 142, Goodwill and Other Intangible Assets, goodwill related to the
KDP/CDT and AWI/CDT acquisitions is not being amortized.

     On March 31, 2000, the Company acquired the outstanding stock of Hamilton
USA, Inc. ("BoseLAN/CDT"), a Silicon Valley company located in Milpitas,
California. BoseLAN/CDT is a developer of high performance electronic and fiber
optic components. BoseLAN/CDT was merged with Red Hawk/CDT effective August 1,
2002. See Note 19 "Subsequent Events".

     On February 24, 2000, the Company purchased 85% of the outstanding stock of
Industria Tecnica Cavi S.R.L. ("ITC/CDT"), and purchased the remaining 15% of
the stock in February 2002. ITC/CDT is an Italian manufacturer of coaxial cable.

     The acquisitions of BoseLAN/CDT and ITC/CDT were accounted for under the
purchase method of accounting.

     The results of operations of KDP/CDT, AWI/CDT, BoseLAN/CDT and ITC/CDT have
been included in the consolidated financial statements since the respective
acquisition dates. Pro forma information giving effect to the acquisitions is
not presented as their financial position and results of operations are not
material to the Company's consolidated financial statements.

NOTE 12. INDUSTRY AND GEOGRAPHIC SEGMENT INFORMATION

     The Company's operations are organized into two business segments: the
Network Communication segment and the Specialty Electronic segment. The Network
Communication segment encompasses connectivity products used within computer
networks and communication infrastructures for the electronic and optical
transmission of data, voice, and multimedia. Products included in this segment
are high performance network cable, fiber optic cable and passive components,
including connectors, wiring racks and panels, and interconnecting hardware for
end-to-end network structured wiring systems, and communication cable products
for local loop, central office, wireless and other applications, including
assembly of products for the wireless marketplace. The Specialty Electronic
segment encompasses electronic cable products that are used in automation and
process control applications as well as specialized wire and cable products for
niche markets, including commercial aviation and automotive electronics.

                                      51

<PAGE>

     The accounting policies of the reportable segments are the same as those
described in Note 1 "Significant Accounting Policies". The Company evaluates
segment performance based on operating profit, excluding business restructuring
expenses, after allocation of corporate expenses. Business restructuring
expenses of $5.8 million and $17.6 million were incurred in fiscal 2002 and
2001, respectively, and restructuring income of $0.2 million was recorded in
fiscal 2000. Approximately $5.1 million of the fiscal 2002 and $11.0 million of
the fiscal 2001 restructuring expenses were associated with operations in the
Network Communication segment. Corporate assets, which primarily consist of
cash, deferred income taxes and other deferred costs, are immaterial and are
allocated to the operating segments.

     The Company has no inter-segment revenues. Summarized financial information
for the Company's operating segments as of and for the years ended July 31, is
as follows:

------------------------------------------------------------------------------
                                         Network      Specialty
                                   Communication     Electronic
                                         Segment        Segment          Total
------------------------------------------------------------------------------
(Dollars in thousands)

Sales:

   2002                                 $347,595       $206,159       $553,754
   2001                                  512,694        250,531        763,225
   2000                                  545,021        252,803        797,824

Depreciation and amortization expense:

   2002                                   15,993          8,166         24,159
   2001                                   14,346          8,197         22,543
   2000                                   13,697          7,752         21,449

Segment operating profit:

   2002                                    2,678         18,774         21,452
   2001                                   39,318         33,543         72,861
   2000                                   62,191         40,964        103,155

Total assets:

   2002                                  360,786        225,001        585,787
   2001                                  356,686        227,710        584,396
   2000                                  376,966        238,387        615,353

Capital expenditures:

   2002                                    7,589          4,970         12,559
   2001                                   28,359          9,723         38,082
   2000                                   16,003          6,025         22,028


                                       52

<PAGE>

     Segment operating profit differs from consolidated income before income
taxes and minority interest reported in the consolidated statements of income as
follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
Year Ended July 31,                                2002         2001         2000
----------------------------------------------------------------------------------
(Dollars in thousands)

<S>                                             <C>          <C>         <C>
Segment operating profit                        $21,452      $72,861     $103,155
Business restructuring expense (income), net      5,829       17,577         (189)
Interest expense, net                             6,796        9,018       11,770
Other expense, net                                1,051          223          377
                                                -------      -------     --------
Income before income taxes and
  minority interest                             $ 7,776      $46,043     $ 91,197
                                                =======      =======     ========
</TABLE>

     The following summarizes external sales to customers and long-lived assets
located in the Company's country of domicile and certain foreign countries:

-------------------------------------------------------------------------------
July 31,                                        2002          2001         2000
-------------------------------------------------------------------------------
(Dollars in thousands)

Sales:
   United States                            $306,728      $454,835     $497,319
   Canada                                     82,063       128,050      121,882
   Other                                     164,963       180,340      178,623
                                            --------      --------     --------
   Total                                    $553,754      $763,225     $797,824
                                            ========      ========     ========

Long-lived assets:
   United States                            $ 88,426      $ 90,631     $ 77,832
   Canada                                     65,127        72,737       74,160
   Germany                                    30,396        26,844       27,086
   Other                                      57,935        31,028       29,323
                                            --------      --------     --------
        Total                               $241,884      $221,240     $208,401
                                            ========      ========     ========


                                       53

<PAGE>

NOTE 13. LEASE COMMITMENTS

     Rental expense under noncancelable operating leases was approximately
$7.6 million, $5.9 million and $5.3 million for the years ended July 31, 2002,
2001 and 2000, respectively. Operating leases relate principally to
manufacturing, warehouse and office space. Minimum annual rents payable under
noncancelable leases in each of the next five years and thereafter are as
follows:

-------------------------------------------------------------------------------
Year Ended July 31,                                                       Total
-------------------------------------------------------------------------------
(Dollars in thousands)

2003                                                                    $ 5,823
2004                                                                      4,690
2005                                                                      3,328
2006                                                                      2,502
2007                                                                        932
Thereafter                                                                1,368
                                                                        -------
Total future minimum lease payments                                     $18,643
                                                                        =======

     In July 2002 the Company entered into a sublease agreement for one of its
facilities. The Company remains primarily liable under the terms of the original
lease, therefore operating lease payments presented above include amounts due
under the terms of the original lease agreement. In fiscal 2002 the Company
recognized a loss related to such sublease of $0.4 million, which represents the
excess of remaining payments due under the terms of the original lease over
expected sublease income. The Company received $0.1 million of sublease income
in fiscal 2002. There was no income received from sublease rentals in fiscal
2001 or 2000.

Note 14. COMMITMENTS AND CONTINGENCIES

     The Company is subject to legal proceedings and claims that arise in the
normal course of business, including patent, trademark and environmental
matters. In management's opinion, any liability that might be incurred in
connection with the resolution of such matters would not have a material effect
upon the Company's financial position, results of operations or cash flows.

     Selling, general and administrative expenses for fiscal 2002 include a
$1.3 million contingency provision for a lawsuit currently in discovery, and
whose worst-case exposure is estimated at $3.0 million. Although the outcome of
this matter is not certain at this time, the provision represents management and
outside counsel's most likely estimate of exposure.

     The Company has granted, in connection with the acquisition of its HEW/CDT
subsidiary in fiscal 1999, a put option to the sellers for the 20% minority
interest in HEW/CDT. The put option must be exercised on or before January 31,
2003 and, if exercised, will become effective on August 1, 2003. If the option
is exercised, the purchase price, which is based upon multiples of the average
of prior and future results of operations of HEW/CDT, will be calculated as set
forth in the agreement as of July 31, 2003, with payment due November 1, 2003.

                                       54

<PAGE>

     The Company had outstanding letters of credit of $1.9 million and $3.9
million as of July 31, 2002 and 2001, respectively. Outstanding letters of
credit as of July 31, 2001 included $3.1 million in connection with the purchase
of ITC/CDT (see Note 11 "Acquisitions") As of July 31, 2002 and 2001 the Company
also maintains a $1.2 million bond in connection with workers' compensation
self-insurance in the state of Massachusetts.

Note 15. Related Party Transactions

     In the normal course of business the Company enters into transactions for
the purchase of materials, equipment and services with entities that are
affiliated with or owned by an officer/stockholder. Transactions with related
parties totaled less than $0.1 million in fiscal 2002, and were approximately
$0.3 million and $0.9 million for the years ended July 31, 2001 and 2000,
respectively.

Note 16. Derivative Financial Instruments and Fair Value of Financial
Instruments

     Concentrations of credit risk with respect to trade receivables are limited
due to the Company's wide variety of customers and the many markets into which
the Company's products are sold, as well as the many different geographic areas
in which such customers and markets are located. As a result, at July 31, 2002,
the Company does not believe it has any significant concentrations of credit
risk.

     The fair values and carrying amounts of the Company's financial
instruments, primarily accounts receivable and debt, are approximately
equivalent. The debt instruments bear interest at floating rates, which are
based upon market rates, or fixed rates that approximate market rates. All other
financial instruments are classified as current and will be utilized within the
next operating cycle.

     The Company purchases foreign currency forward exchange contracts, which
are highly effective as, and are designated as, fair value hedges of foreign
currency receivables. The impact of these foreign currency forward contracts,
recorded in "other expense, net" in the consolidated statement of income, was
not material for the year ended July 31, 2002. No derivative instrument
initially designated as a fair value hedge instrument was undesignated or
discontinued as a hedging instrument during the year ended July 31, 2002. The
notional amount of outstanding foreign currency exchange contracts was $6.9
million at July 31, 2002. The fair value of these contracts was not material at
July 31, 2002. The Company did not utilize any derivative instruments during the
fiscal years ended July 31, 2001 or 2000.

                                       55

<PAGE>

Note 17. BUSINESS RESTRUCTURING EXPENSES

     The Company incurred business restructuring expenses of $5.8 million
($3.5 million net of tax) during fiscal 2002 related to various plans to reduce
costs, including workforce reductions and the consolidation of certain
facilities. The restructuring expense includes severance and other employee
termination costs of $3.6 million ($2.2 million net of tax) related to the
termination of 343 employees, of which 317 had left the Company as of July 31,
2002. Asset impairment charges of $2.2 million ($1.3 million net of tax) were
incurred related to property and equipment held for sale and costs related to
the closing of the Company's wireless assembly facility, primarily representing
the write-off of inventory applicable to terminated customer contracts.
Approximately $5.1 million of the pretax fiscal 2002 restructuring expenses were
associated with operations in the Network Communication segment.

     The Company incurred business restructuring expenses of $17.6 million
($14.3 million net of tax) in fiscal 2001 related to workforce reductions,
goodwill impairment, and the sale of a business. The fiscal 2001 expense
includes a charge of $6.1 million ($3.8 million, net of tax) for severance and
other employee termination costs associated with a workforce reduction plan
affecting 641 hourly and salaried employees, including workers under contract
manufacturing arrangements. All of the employee terminations under this plan
have been completed. The restructuring charge related to a company-wide
workforce reduction rather than to a specific business segment, and is therefore
excluded from segment operating profit (see Note 12 "Industry and Geographic
Segment Information"). However, had these costs been allocated to the Company's
business segments in a manner consistent with other Corporate expenses, the
Network Communication and Specialty Electronic segments operating profit for
fiscal 2001 would have been reduced by $4.1 million and $2.0 million,
respectively. Goodwill impairment charges of $9.4 million ($8.4 million, net of
tax) were incurred in fiscal 2001 as a result of the Company's evaluation of the
recoverability of the carrying value of goodwill for certain of its operations
based on the estimates of future cash flows for these operations. Of the total
goodwill impairment charge, $3.8 million, net of tax, represented goodwill
associated with operations in the Network Communication segment, and $4.6
million, net of tax, with operations in the Specialty Electronic segment. During
fiscal 2001, the Company sold substantially all the assets of a network
distribution business located in the United Kingdom. The Company incurred a $2.1
million net of tax loss on the sale of assets.

     The following table displays the activity related to the restructuring
plans:
-------------------------------------------------------------------------------
                                        Severance
                                        and Other        Asset
                                      Employee Costs  Write-downs       Total
-------------------------------------------------------------------------------
Restructuring reserve, July 31, 2000     $   --        $    --         $    --
Charges                                   6,134         11,443          17,577
Cash expenditures                          (543)            --            (543)
Asset valuation/other adjustments            --        (11,443)        (11,443)
                                         ------        -------         -------
Restructuring reserve, July 31, 2001      5,591             --           5,591
Charges                                   3,663          2,166           5,829
Cash expenditures                        (6,521)            --          (6,521)
Asset valuation/other adjustments          (856)        (2,166)         (3,022)
                                         ------        -------         -------
Restructuring reserve, July 31, 2002     $1,877        $    --         $ 1,877
                                         ======        =======         =======

                                       56

<PAGE>

Note 18. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

     Quarterly financial data are summarized as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Fiscal Year 2002                                         First      Second        Third        Fourth
---------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share data)
<S>                                                     <C>         <C>          <C>         <C>
Net sales                                               $141,956    $127,065     $141,787      $142,946
Gross profit                                              37,784      27,092       38,522        35,250
Income (loss) from operations
  before net restructuring expenses                     $  7,483      (2,882)    $  9,868      $  6,983
Income (loss ) from operations                             6,144/1/   (6,783)/1/    9,499/1/      6,763/1/
Net income (loss)                                          2,830/2/   (5,294)/2/    3,857/2/      2,195/2/
Per share information:
Basic earnings (loss) per common share                  $   0.06    $  (0.12)    $   0.09          0.05
Diluted earnings (loss) per common share                $   0.06/2/ $  (0.12)/2/ $   0.09/2/   $   0.05/2/
</TABLE>

1 Includes $1.3 million, $3.9 million, $0.4 million and $0.2 million of
restructuring expense in the first, second, third and fourth quarters,
respectively (see Note 17 "Business Restructuring Expenses").

2 Excluding restructuring expense, net of tax,(see Note 17 "Business
Restructuring Expenses"), net income for the first, third and fourth quarters
was $3.6 million ($0.08 per diluted share), $4.1 million ($0.09 per diluted
share), and $2.3 million ($0.05 per diluted share), respectively, and the net
loss for the second quarter was $3.0 million ($0.07 per diluted share).

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Fiscal Year 2001                                        First       Second        Third        Fourth
---------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share data)
<S>                                                    <C>          <C>          <C>           <C>
Net sales                                              $214,726     $202,645     $181,384      $164,470
Gross profit                                             64,271       58,855       48,320        43,369
Income from operations
   before restructuring expenses                         29,169       21,279       14,130         8,283
Income (loss) operations                                 29,169       21,279       12,065/1/     (7,229)/1/
Net income (loss)                                        16,209       11,524        4,489/2/     (8,766)/2/
Per share information:
Basic earnings (loss) per common share                 $   0.37     $   0.26 $       0.10      $  (0.20)
Diluted earnings (loss) per common share               $   0.36     $   0.26     $   0.10/2/   $  (0.20)/2/
</TABLE>

1 Includes $2.1 million and $15.5 million of restructuring expense in the third
and fourth quarters, respectively (see Note 17 "Business Restructuring
Expenses").

2 Excluding restructuring expense (see Note 17 "Business Restructuring
Expenses"), net income was $6.6 million ($0.15 per diluted share) for the third
quarter, and $3.4 million ($0.08 per diluted share) for the fourth quarter.

                                       57

<PAGE>

NOTE 19. SUBSEQUENT EVENTS

     The Company reached an agreement on October 10, 2002 with the agent under
its bank facility to reduce total available borrowings under the Revolving
Credit Facility to $150.0 million, and to provide security for the loans in the
form of a pledge of substantially all of the Company's U.S. and Canadian
non-real estate assets. See Note 5 "Financing Arrangements".

     The Company announced certain restructuring measures on September 26, 2002,
including the consolidation of four operating units into other Company
operations and a Company-wide workforce reduction affecting approximately 8% of
total employees, including employees at the facilities to be consolidated. The
four operating units affected are: NEK/CDT, a manufacturer of network cable
products located in Sweden, will be consolidated into the Company's other
European manufacturing facilities; NorLAN/CDT, a Montreal, Canada based
manufacturer of network cable products, will be consolidated into the Company's
Nordx/CDT operations; Red Hawk/CDT, a manufacturer of media conversion, power
over Ethernet and LAN products located in California, will be consolidated into
Mohawk/CDT; and the Company's non-core Admiral/CDT and Tennecast/CDT operations,
located in Ohio, will be consolidated. The Company expects to incur pretax
charges of approximately $11 million in the first fiscal quarter 2003 associated
with the above facilities consolidations and workforce reductions, including
severance and other employee termination costs, losses on leased facilities to
be vacated, and a non-cash charge related to the write-down of certain assets as
a result of the consolidations. Additionally, the Company expects to incur
relocation and reinstallation costs, primarily related to the movement of
machinery and equipment, of $1-$2 million which will be expensed when incurred.

     On October 22, 2002 the Company executed an agreement to sell substantially
all of the operating assets related to its NORCOM operating unit located in
Kingston, Ontario. NORCOM manufactures telecommunication and central office
cables. The purchase price is approximately $11.3 million plus assumption of
accounts payable and certain other current liabilities, subject to adjustments
for asset values as of the closing date. The Company will retain various
liabilities, including those relating to potential environmental and certain
pension and postretirement matters. The agreement contemplates additional
contingency payments over three years of up to $8.1 million depending primarily
on the purchaser's achievement of future business levels and, to a lesser
extent, sales of certain inventory items. The Company expects to incur pretax
charges of approximately $40 to $45 million in the first fiscal quarter 2003 as
a result of the sale transaction. The amount of such losses has not been finally
determined. The transaction is expected to close on or about October 31, 2002.
There can be no assurance that such transaction will close or, if it closes, the
amount of any adjustments to the purchase price or whether any portion of the
contingent payments will be realized.

                                       58

<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Effective April 8, 2002, the Board of Directors, upon the recommendation of
the Audit Committee, approved the engagement of Deloitte & Touche LLP as its
independent accountants for the fiscal year ending July 31, 2002 and dismissed
the firm of Arthur Andersen LLP.

     The reports of Arthur Andersen LLP on our consolidated financial statements
for each of the past two fiscal years did not contain an adverse opinion or
disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principle.

     During the past two fiscal years and through April 8, 2002, there were no
disagreements between us and Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to Arthur Andersen LLP's satisfaction, would
have caused the firm to make reference to the subject matter thereof in
connection with their report on our consolidated financial statements and there
were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

     During the years ended July 31, 2001 and 2000 and through April 8, 2002, we
did not consult with Deloitte & Touche LLP with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our consolidated
financial statements, or any other matters or reportable events as set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.

                                       59

<PAGE>

                                    PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information concerning the Registrant's directors is set forth in the
Registrant's definitive proxy statement to be filed with the Securities and
Exchange Commission on or before November 15, 2002. Such information is
incorporated herein by reference.

EXECUTIVE OFFICERS OF THE REGISTRANT

Age      Present Office and Experience
---      -----------------------------

61       Ferdinand C. Kuznik has been a director of the Company since 2000,
         and Chief Executive Officer of the Company since December, 2001.
         In June, 2001 Mr. Kuznik retired from Motorola, Inc. where he had
         served since 1999 as Executive Vice President of Motorola, Inc. and
         President of Motorola's operations in Europe, the Middle East and
         Africa. From 1997 to 1999, Mr. Kuznik served as President of
         Motorola's Personal Communications Sector. Mr. Kuznik
         has also served as Managing Director of Philips Telecommunications
         and held management positions with A.D. Little and AT&T Switching
         Systems. Mr. Kuznik has a Dipl. Ing. Degree from the Technical
         University of Ostrava and a Master's Degree in Computer Science
         from the Illinois Institute of Technology in Chicago.

60       George C. Graeber has been Chief Operating Officer and a director of
         the Company since 1998, and President of the Company since December,
         2001. From 1992 to 1998, Mr. Graeber served in various other positions
         with the Company, including Executive Vice President of the Company
         and President of Montrose/CDT. From 1990 to 1992 Mr. Graeber was a
         Vice President and General Manager of the Energy division of Anixter
         International, Inc., a distributor of cable and communication
         equipment. Mr. Graeber also was the President of the Industrial
         Electronic division of Brintec Corp. and a Vice President
         of Brand Rex Cable. Mr. Graeber has a Master's Degree in Electrical
         Engineering from the University of Connecticut.

63       David R. Harden has been a Senior Vice President of CDT and President
         of West Penn/CDT since 1988. He founded West Penn Wire in 1971, and
         operated that company until 1984 when it was acquired by the Company.
         From 1984 until 1988 Mr. Harden was an Executive Vice President of West
         Penn/CDT.

41       Peter Sheehan has been an Executive Vice President of the Company
         since 1998. Mr. Sheehan joined the Company in 1995 in the area of
         international sales and marketing. Prior to joining the company Mr.
         Sheehan was Senior Vice President of Sales and Marketing of Berk-tek,
         a wire and cable company. Mr. Sheehan has a Bachelor's Degree from
         Boston College.

52       Kenneth O. Hale has been Vice President and Chief Financial Officer of
         the Company since 1987. Mr. Hale holds a Certified Public Accountant's
         certificate and an MBA in finance from the University of Missouri. *

                                       60

<PAGE>

41       Charles B. Fromm was appointed Vice President and General Counsel of
         the Company in October 1997, and Secretary of the Company in 1999.
         Prior to joining the Company, Mr. Fromm was a Partner at Kirkland &
         Ellis, New York. Mr. Fromm has a Bachelor's Degree in Business
         Administration and a Juris Doctor Degree from the University of
         Michigan.

55       Ian Mack was appointed President of European Operations in
         August 2000. Prior thereto, Mr. Mack was managing director of Brand
         Rex Limited, a division of BICC plc, a company based in the United
         Kingdom.

46       Robert Canny was appointed Vice President of Specialty Products in June
         2002. Mr. Canny was general manager of Thermax/CDT since its
         acquisition by CDT in 1997, and from 1987 to 1997 served in various
         other positions with Thermax. Prior to joining Thermax, Mr. Canny held
         management and technical positions at Rockbestos, Times Fiber and
         RFS Cablewave Systems. Mr. Canny has a Bachelor's Degree in Physics
         from Southern Connecticut State University and a Master's Degree in
         Industrial Engineering from the University of New Haven.

           *Mr. Hale has announced that he will be leaving the Company
            effective December 31, 2002. See Exhibit 10.24.

ITEM 11. EXECUTIVE COMPENSATION

     Information concerning executive officers of the Registrant is set forth in
the Registrant's definitive proxy statement to be filed with the Securities and
Exchange Commission on or before November 15, 2002. Such information is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

     Information concerning security ownership of certain beneficial owners and
management is set forth in the Registrant's definitive proxy statement to be
filed with the Securities and Exchange Commission on or before November 15,
2002. Such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information concerning certain relationships and related transactions is
set forth in the Registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission on or before November 15, 2002. Such
information is incorporated herein by reference.

                                       61

<PAGE>

                                    PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      (a) 1. The following financial statements are filed as part of this Annual
Report on Form 10-K:

             a.    Reports of Independent Public Accountants.
             b.    Consolidated Statements of Income for the years ended
                   July 31, 2002, 2001 and 2000.
             c.    Consolidated Balance Sheets as of July 31, 2002 and 2001.
             d.    Consolidated Statements of Cash Flow for the years ended
                   July 31, 2002, 2001 and 2000.
             e.    Consolidated Statements of Stockholders' Equity for the
                   years ended July 31, 2002, 2001 and 2000.
             f.    Notes to Consolidated Financial Statements.

      2.  The following documents are filed as part of this report:

              a.    Reports of Independent Public Accountants on Supplemental
                    Schedule.
              b.    Schedule II: Valuation and Qualifying Accounts for the
                    three years ended July 31, 2002.
              c.    List of Exhibits

          All other schedules have been omitted because they are not applicable.

      3.  List of Exhibits

           2.2   -  Asset Purchase Agreement by and among Cable Design
                    Technologies (CDT) Canada Inc., Cable Design Technologies
                    Corporation and Northern Telecom Limited, dated as of
                    December 19, 1995. Incorporated by reference to Exhibit
                    10.16 to CDT's Registration Statement on Form S-3
                    (File No. 333-00554).

           3.1   -  Amended and Restated Certificate of Incorporation of CDT as
                    filed with the Secretary of State of Delaware on November
                    10, 1993, incorporated by reference to Exhibit 3.1 to CDT's
                    Registration Statement on Form S-1 (File No. 33-69992),
                    Certificate of Amendment of the Restated Certificate of
                    Incorporation of CDT and Certificate of Designation,
                    Preferences and Rights of Junior Participating Preferred
                    Stock, Series A of CDT, as filed with the Secretary of State
                    of Delaware on December 11, 1996 and incorporated by
                    reference to CDT's Registration Statement on Form 8-A/A, as
                    filed on December 23, 1996.

           3.2   -  By-Laws of CDT, as amended to date, incorporated by
                    reference to Exhibit 3.2 to the Post-Effective Amendment No.
                    1 to CDT's Registration Statement on Form S-3 (File No.
                    333-00554), as filed on February 28, 1996.

           4.1   -  Form of certificate representing shares of the Common Stock
                    of CDT. Incorporated by reference to Exhibit 4.1 to CDT's
                    Registration Statement on Form S-1 (File No. 33-69992).

                                       62

<PAGE>

           4.2   -  Rights Agreement dated as of December 11, 1996, between
                    Cable Design Technologies Corporation and The First National
                    Bank of Boston, as Rights Agent, including the form of
                    Certificate of Designation, Preferences and Rights of Junior
                    Participating Preferred Stock, Series A attached thereto as
                    Exhibit A, the form of Rights Certificate attached thereto
                    as Exhibit B and the Summary of Rights attached thereto as
                    Exhibit C. Incorporated herein by reference to CDT's
                    Registration Statement on Form 8-A, as filed on December 11,
                    1996.

          10.1   -  CDT Long-Term Performance Incentive Plan (adopted on
                    September 23, 1993). Incorporated by reference to Exhibit
                    10.18 to CDT's Registration Statement on Form S-1 (File No.
                    33-69992).

          10.2   -  CDT Stock Option Plan. Incorporated by reference to Exhibit
                    4.3 to CDT's Registration Statement on Form S-8 as filed on
                    December 22, 1993.

          10.3   -  Cable Design Technologies Corporation Management Stock Award
                    Plan (adopted on September 23, 1993). Incorporated by
                    reference to Exhibit 4.3 to CDT's Registration Statement on
                    Form S-8, as filed on May 2, 1994.

          10.4   -  Description of CDT Bonus Plan. Incorporated by reference to
                    Exhibit 10.20 to CDT's Registration Statement on Form S-1
                    (File No. 33-69992).

          10.7   -  Collective Labour Agreement dated June 10, 2001, between
                    NORDX/CDT and Canadian Union of Communications Workers Unit
                    4.**

          10.8   -  Form of Change in Control Agreement between CDT and each of
                    George C. Graeber, Kenneth O. Hale, Charles B. Fromm, Peter
                    Sheehan and Ian Mack. Incorporated by reference to
                    Exhibit 10.14 to CDT's Annual Report on Form 10-K, as filed
                    on October 27, 1999.

          10.10  -  Cable Design Technologies Corporation 1999 Long-Term
                    Performance Incentive Plan adopted April 19, 1999 and
                    amended June 11, 1999. Incorporated by reference to Exhibit
                    10.16 to CDT's Annual Report on Form 10-K, as filed on
                    October 27, 1999.

                                       63

<PAGE>

          10.11  -  Cable Design Technologies Corporation Employee Stock
                    Purchase Plan. Incorporated by reference to Exhibit 4.3 to
                    CDT's Registration Statement on Form S-8 (File No.
                    333-76351).

          10.12  -  Form of June 11, 1999 Stock Option Grant under the 1999
                    Long-Term Performance Incentive Plan. Incorporated by
                    reference to Exhibit 10.18 to CDT's Annual Report on Form
                    10-K, as filed on October 27, 1999.

          10.13  -  Form of April 23, 1999 Stock Option Grant. Incorporated by
                    reference to Exhibit 10.19 to CDT's Annual Report on Form
                    10-K, as filed on October 27, 1999.

          10.14  -  Amendment No. 1, dated March 7, 2000, to Cable Design
                    Technologies Corporation Non-Employee Director Stock Plan.
                    Incorporated by reference to Exhibit 10.14 to CDT's Annual
                    Report on Form 10-K, as filed on October 27, 2000.

          10.15  -  Amendment No. 2, dated July 13, 2000, to Cable Design
                    Technologies Corporation 1999 Long-Term Performance
                    Incentive Plan. Incorporated by reference to Exhibit 10.15
                    to CDT's Annual Report on Form 10-K, as filed on October
                    27, 2000.

          10.16  -  Employment agreement dated August 1, 2000, among CDT, Noslo
                    Ltd. and Ian Mack. Incorporated by reference to Exhibit
                    10.16 to CDT's Annual Report on Form 10-K, as filed on
                    October 27, 2000.

          10.17  -  Cable Design Technologies Corporation 2001 Long-Term
                    Performance Incentive Plan adopted December 6, 2000.
                    Incorporated by reference to Exhibit 99.1 to CDT's Report on
                    Form 10-Q as filed on March 15, 2001.

          10.18  -  Form of Stock Option Grant under CDT Non-Employee Director
                    Stock Plan. Incorporated by reference to Exhibit 99.2 to
                    CDT's Report on Form 10-Q as filed on March 15, 2001.

          10.20  -  Form of Employment Agreement dated December 10, 2001,
                    between Cable Design Technologies Corporation and Ferdinand
                    C. Kuznik. Incorporated by reference to Exhibit 10.2 to
                    CDT's Report on Form 10-Q as filed on March 13, 2002.

          10.21  -  Form of Change in Control Agreement dated December 10,
                    2001, between Cable Design Technologies Corporation and
                    Ferdinand C. Kuznik. Incorporated by reference to Exhibit
                    10.1 to CDT's Report on Form 10-Q as filed on March 13,
                    2002.

          10.22  -  Form of Ferdinand C. Kuznik nonqualified stock option
                    grant, dated January 21, 2002. Incorporated by reference to
                    Exhibit 10.4 to CDT's Report on Form 10-Q as filed on March
                    13, 2002.

          10.23  -  Amendment, dated December 10, 2001, to Cable Design
                    Technologies Corporation 2001 Long-Term Performance
                    Incentive Plan. Incorporated by reference to Exhibit 10.5 to
                    CDT's Report on Form 10-Q as filed on March 13, 2002.

                                       64

<PAGE>

          10.24  -  Form of Employment/Retention Agreement dated
                    August 22, 2002, between Cable Design Technologies
                    Corporation and Kenneth O. Hale.**

           15.1  -  Statement regarding predecessor Independent Public
                    Accountants' consent**

           21.1  -  List of Subsidiaries of CDT.**

           23.1  -  Consent of Deloitte & Touche LLP.**

           99.1  -  Form of Credit Agreement dated December 17, 2001, among
                    Cable Design Technologies Corporation, Fleet National Bank,
                    Fleet National Bank, London Branch, Fleet Bank Europe
                    Limited, and other lenders party thereto. Incorporated by
                    reference to Exhibit 99.1 to CDT's Report on Form 10-Q as
                    filed on March 13, 2002.

           99.2  -  Form of Credit Agreement dated December 17, 2001, among
                    NORDX/CDT, Inc., Cable Design Technologies Corporation,
                    Cable Design Technologies, Inc. and BNP Paribas (Canada).
                    Incorporated by reference to Exhibit 99.2 to CDT's Report on
                    Form 10-Q as filed on March 13, 2002.

           99.3  -  Certification pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes - Oxley Act of
                    2002.**

          ** Filed Herein

          (b)    Reports on Form 8-K

                 No reports were filed on Form 8-K during the last quarter of
                 the period covered by this report.

                                       65

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.

Cable Design Technologies Corporation

By:/s/ Ferdinand Kuznik                                  October 25, 2002
   -------------------------------------
   Ferdinand Kuznik
   Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on October 25, 2002.

SIGNATURE                               TITLE

/s/ Bryan C. Cressey
--------------------------------        Chairman of the Board;
Bryan C. Cressey                        Director

/s/ Ferdinand C. Kuznik
--------------------------------        Director; Chief Executive Officer
Ferdinand C. Kuznik                    (Principal Executive Officer)

/s/ George C. Graeber
--------------------------------        Director; President, Chief Operating
George C. Graeber                       Officer

/s/ Kenneth O. Hale
--------------------------------        Vice President; Chief Financial Officer;
Kenneth O. Hale                        (Principal Financial and
                                        Accounting Officer)

/s/ Michael F.O. Harris
--------------------------------        Director
Michael F. O. Harris

/s/ Glenn Kalnasy
--------------------------------        Director
Glenn Kalnasy

/s/ Richard C. Tuttle
--------------------------------        Director
Richard C. Tuttle

/s/ Lance Balk
--------------------------------        Director
Lance Balk

                                       66

<PAGE>

                                 CERTIFICATIONS

I, Ferdinand C. Kuznik, certify that:

   1. I have reviewed this annual report on Form 10-K of Cable Design
      Technologies Corporation;
   2. Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

   3. Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report.

Date: October 25, 2002

/s/ Ferdinand C. Kuznik
--------------------------------
Ferdinand C. Kuznik
Chief Executive Officer

I, Kenneth O. Hale, certify that:

   1. I have reviewed this annual report on Form 10-K of Cable Design
      Technologies Corporation;
   2. Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this annual report; and

   3. Based on my knowledge, the financial statements, and other financial
      information included in this annual report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this annual
      report.

Date: October 25, 2002

/s/ Kenneth O. Hale
--------------------------------
Kenneth O. Hale
Chief Financial Officer

                                       67

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Cable Design Technologies Corporation:

       We have audited the consolidated financial statements of Cable Design
Technologies Corporation and subsidiaries as of and for the year ended July 31,
2002, and have issued our report thereon dated October 11, 2002 (October 25,
2002 as to the third paragraph of Note 19); such consolidated financial
statements and report are included in your 2002 Annual Report to Stockholders
included in this Form 10-K. Our audit also included the financial statement
schedule of Cable Design Technologies Corporation and subsidiaries, listed in
Item 14. This financial statement schedule is the responsibility of the
Corporation's management. Our responsibility is to express an opinion based on
our audit. In our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
October 11, 2002 (October 25, 2002 as to the third paragraph of Note 19)

                                       68

<PAGE>

INFORMATION REGARDING PREDECESSOR INDEPENDENT PUBLIC ACCOUNTANTS' REPORT
--------------------------------------------------------------------------------

The following report is a copy of a previously issued report by Arthur Andersen
LLP. The report has not been reissued by Arthur Andersen LLP nor has Arthur
Andersen LLP consented to its inclusion in this annual report on form 10-k.

                    REPORT OF PREVIOUS INDEPENDENT PUBLIC ACCOUNTANTS
                            ON SUPPLEMENTAL SCHEDULE


     We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements included in Cable
Design Technologies Corporation and Subsidiaries' annual report to stockholders
incorporated by reference in this Form 10-K, and have issued our report thereon
dated September 26, 2001. Our audits were made for the purpose of forming an
opinion on those financial statements taken as a whole. The schedule listed in
the accompanying index is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen LLP

Pittsburgh, Pennsylvania
  September 26, 2001

                                       69

<PAGE>

                      CABLE DESIGN TECHNOLOGIES CORPORATION
                 SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
                FOR THE YEARS ENDED JULY 31, 2002, 2001 AND 2000
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                            Additions to
                                            Reserve from   Charged                Balance
                               Balance at   Acquisitions   to Costs   Reduction   at End
                               Beginning    & Other        and        from        of
                               of Period    Adjustments    Expenses   Reserve     Period
                                               (a)
Allowance for uncollectible
   accounts/sales returns:
<S>                            <C>          <C>            <C>        <C>         <C>
    Year Ended July 31, 2000      $4,926         $   13     $3,071    $(1,830)    $6,180
    Year Ended July 31, 2001      $6,180         $  (94)    $8,413    $(8,138)    $6,361
    Year Ended July 31, 2002      $6,361         $1,284     $1,463    $(2,712)    $6,396
</TABLE>

     (a)  Represents reserves acquired through business combinations, foreign
          currency translation adjustments and reclassifications of sales return
          allowances from net trade accounts receivable to allowance accounts.

                                       70

<PAGE>

                      CABLE DESIGN TECHNOLOGIES CORPORATION
                         INDEX TO EXHIBITS FILED HEREIN
                                  JULY 31, 2002

EXHIBIT
NUMBER          EXHIBIT

10.7    -       Collective Labour Agreement dated June 10, 2001, between
                NORDX/CDT and Canadian Union of Communications Workers Unit 4.

10.24   -       Form of Employment/Retention Agreement dated August 22, 2002,
                between Cable Design Technologies Corporation and Kenneth O.
                Hale.

15.1    -       Statement regarding predecessor Independent Public Accountants'
                Consent.

21.1    -       List of Subsidiaries of CDT.

23.1    -       Consent of Deloitte & Touche LLP.

99.3    -       Certification pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>3
<FILENAME>dex107.txt
<DESCRIPTION>COLLECTIVE LABOUR AGREEMENT DATED 6/10/2001
<TEXT>
<PAGE>

                                                                    Exhibit 10.7

================================================================================



                                COLLECTIVE LABOUR
                                    AGREEMENT



                                 ENTERED INTO BY



                                 NORDX/CDT, INC.



                                       AND



                                CANADIAN UNION OF
                              COMMUNICATION WORKERS

                                     UNIT 4



                                    EFFECTIVE
                       FROM JUNE 10, 2001 TO JUNE 9, 2006



================================================================================


<PAGE>

                                INDEX - ARTICLES

<TABLE>
<S>                                                                          <C>
Article 1      Recognition .................................................   5
Article 2      General purpose .............................................   5
Article 3      Management rights ...........................................   6
Article 4      Non-discrimination ..........................................   6
Article 5      Representation ..............................................   7
Article 6      Complaints and grievances ...................................   7
Article 7      Arbitration .................................................  11
Article 8      Union activities during working hours .......................  12
Article 9      Access to personnel cards ...................................  12
Article 10     Information to Union Head Office ............................  13
Article 11     Bulletin boards .............................................  14
Article 12A    Union and continuous service ................................  14
Article 12B    Promotion, Bumping & Layoff .................................  18
Article 13     Supplementary Unemployment Benefits .........................  24
Article 14     Notices .....................................................  26
Article 15     Safety and health ...........................................  27
Article 16     Uninterrupted production ....................................  30
Article 17     Job evaluation ..............................................  30
Article 18     Leaves of absence ...........................................  31
Article 19     Validity ....................................................  38
Article 20     Deduction of regular dues ...................................  38
Article 21     Work performed by supervisors ...............................  38
Article 22     Disciplinary action .........................................  39
Article 23     Hours of work ...............................................  39
Article 24     Overtime general provisions .................................  45
Article 25     Overtime ....................................................  46
Article 26     Attendance incentive ........................................  48
Article 27     Offshift differential .......................................  49
Article 28     Minimum compensation ........................................  49
Article 29     Plant holidays ..............................................  50
Article 30     Vacations ...................................................  52
Article 31     Pension plan and other benefits .............................  55
Article 32     Production standards ........................................  55
Article 33     Cost of living allowance ....................................  56
Article 34     Wage administration plan groups B-E inclusively .............  58
Article 35     Production technicians ......................................  59
Article 36     Wage administration plan apprentices A1 and A2 ..............  59
Article 37     Rate protection .............................................  60
Article 38     Skilled trades ..............................................  61
Article 39     Rates of pay group A-E inclusively ..........................  66
Article 40     Rates of pay trades classification ..........................  67
Article 41     Protection for employees on workforce restructuring .........  68
Article 42     Modification, renewal and termination .......................  72
Annexe A       Pension / Benefits ..........................................  89
</TABLE>

                                       1


<PAGE>

                               ALPHABETICAL INDEX

<TABLE>
<S>                                                                          <C>
Article 9      Access to personnel cards ...................................  12
Article 7      Arbitration .................................................  11
Article 26     Attendance incentive ........................................  48
Article 11     Bulletin boards .............................................  14
Article 6      Complaints and grievances ...................................   7
Article 33     Cost of living allowance ....................................  56
Article 20     Deduction of regular dues ...................................  38
Article 22     Disciplinary action .........................................  39
Article 2      General purpose .............................................   5
Article 23     Hours of work ...............................................  39
Article 10     Information to Union Head Office ............................  13
Article 17     Job evaluation ..............................................  30
Article 18     Leaves of absence ...........................................  31
Article 3      Management rights ...........................................   6
Article 28     Minimum compensation ........................................  49
Article 42     Modification, renewal and termination .......................  72
Article 4      Non-discrimination ..........................................   6
Article 14     Notices .....................................................  26
Article 27     Offshift differential .......................................  49
Article 25     Overtime ....................................................  46
Article 24     Overtime general provisions .................................  45
Annexe A       Pension / Benefits ..........................................  89
Article 31     Pension plan and other benefits .............................  55
Article 29     Plant holidays ..............................................  50
Article 32     Production standards ........................................  55
Article 35     Production technicians ......................................  59
Article 12B    Promotion, Bumping & Layoff .................................  18
Article 41     Protection for employees on workforce restructuring .........  68
Article 37     Rate protection .............................................  60
Article 39     Rates of pay group A-E inclusively ..........................  66
Article 40     Rates of pay trades classification ..........................  67
Article 1      Recognition .................................................   5
Article 5      Representation ..............................................   7
Article 15     Safety and health ...........................................  27
Article 38     Skilled trades ..............................................  61
Article 13     Supplementary Unemployment Benefits .........................  24
Article 16     Uninterrupted production ....................................  30
Article 8      Union activities during working hours .......................  12
Article 12A    Union and continuous service ................................  14
Article 30     Vacations ...................................................  52
Article 19     Validity ....................................................  38
Article 36     Wage administration plan apprentices A1 and A2 ..............  59
Article 34     Wage administration plan groups B-E inclusively .............  58
Article 21     Work performed by supervisors ...............................  38
</TABLE>

                                       2

<PAGE>

                                 INDEX - LETTERS

<TABLE>
<S>                                                                          <C>
Letter 1       Definition of groups ........................................  74

Letter 2       Funds .......................................................  75

Letter 3       Retirement terms ............................................  75

Letter 4       Gainsharing .................................................  76

Letter 5       Students ....................................................  77

Letter 6       Pre-retirement program ......................................  77

Letter 7       Movement in and out of various shift patterns ...............  78

Letter 8       Surplus machine operator ....................................  79

Letter 9       Rate adjustment for employees on disability .................  79

Letter 10      Definition of terms .........................................  80

Letter 11      Vacation calculations .......................................  81

Letter 12      Overtime ....................................................  82

Letter 13      Retirement allowance plan ...................................  85

Letter 14      Benefits manual .............................................  85

Letter 15      Group A evolution ...........................................  86

Letter 16      Management of group A employees at $21.77 ...................  86

Letter 17      Benefits increase ...........................................  87

Letter 18      Supplementary unemployment benefits (SUB) ...................  87
</TABLE>

                                       3

<PAGE>

                              COLLECTIVE AGREEMENT


MEMORANDUM OF AGREEMENT made




BETWEEN:


               NORDX/CDT, Inc.
               a corporation organized and existing under the laws of Canada

               Hereinafter called the "Company"



                                                               OF THE FIRST PART


AND:


               CANADIAN UNION OF COMMUNICATION WORKERS,
               a body corporate duly incorporated under the provisions of the
               Professional Syndicates Act of the Province of Quebec.

               Herinafter called the "Union"



                                                              OF THE SECOND PART

                                       4

<PAGE>

                             ARTICLE 1 - RECOGNITION

1.01     Whereas the Canadian Union of Communication Workers was duly certified
         under the Labour Relations Act by the Labour Relations Board of the
         Province of Quebec on July l3th, l945, the Company recognizes the Union
         as the exclusive bargaining agency for all shop clerks, production and
         skilled trades hourly rated non-supervisory employees in the Province
         of Quebec excluding Plant Security Staff and janitorial services. This
         Agreement applies to Unit No.4 of the Union.

1.02     Under this Agreement, "employee" shall mean:

         A person who is actively employed by NORDX/CDT in the capacity of a
         non-supervisory hourly rated employee as described above.

         Actively employed refers to a person on the active payroll and paid a
         wage for work performed for the Company. A person on the active payroll
         (except for layoff allowance) absent because of illness, injury or
         other causes which do not interrupt accumulation of service with the
         Company is considered an employee.

         During the term of this collective agreement, should the Company
         establish new plant facilities in Quebec to manufacture products
         currently being produced in any of its present manufacturing location
         on the island of Montreal, the Company will acknowledge the Canadian
         Union of Communication Workers as the exclusive bargaining agency for
         employees described above.

                           ARTICLE 2 - GENERAL PURPOSE

2.01     The purpose of this Agreement is to maintain a harmonious relationship
         between the Company and its employees and to provide an amicable method
         of settling any differences or grievances which may arise with respect
         to matters covered by this Agreement.

2.02     The Company and the Union are committed to meet upon request of one or
         both parties to identify and discuss matters of mutual interest. When
         both parties find it appropriate, working committees will be
         implemented with a mandate to analyze certain problems and suggest
         appropriate solutions.

         These committees will be composed of both Union and Company
         representatives and any other appropriate person convened by one of the
         parties. The parties will be informed in advance, as far as it is
         practicable, of the names of the people who will participate in these
         committees.

         Changes resulting from the working committees may form part of the
         present collective labour agreement.

                                       5

<PAGE>

                          ARTICLE 3 - MANAGEMENT RIGHTS

3.01     The Union acknowledges that it has been and still is the exclusive
         right of the Management of the Company to: hire, lay-off, discharge,
         classify, transfer, promote, demote or discipline employees, subject to
         the provisions of this Agreement.

3.02     The Union acknowledges the exclusive right of the Company to operate
         and manage its business in all respects in accordance with its
         obligations and generally to manage the enterprise in which the Company
         is engaged, and without restricting the generality of the foregoing to
         determine the number and location of work areas, the methods to be used
         in operations, schedules, kinds and location of machines and tools to
         be used, processes of repairing, warehousing and installing and the
         control of material and parts to be used.

3.03     The functions outlined above will be exercised in a manner not
         inconsistent with the terms of this Agreement.

                         ARTICLE 4 - NON-DISCRIMINATION

R 4.01   The Company agrees that there shall be no discrimination or
         intimidation by the Company or any of its agents against any employee
         or group of employees because of membership or non-membership in the
         Union or for having exercised a right included in this Agreement or in
         the Labour Code.

4.02     The Company also agrees that representatives of the Union shall be free
         to discharge their duties in an independent manner without fear that
         their individual relations with the Company may be affected in the
         least degree by any action taken by them in good faith in their
         representative capacity.

4.03     The Union agrees that neither its officers nor its members will
         intimidate, discriminate against or coerce any employee or group of
         employees for the reason that they are or are not members of the Union.

4.04     There shall be no discrimination against any employee because of sex,
         race, religious creed, colour, national origin, sexual orientation,
         marital status, civil status, handicap or age, except to the extent
         that legislation so permits.

4.05     In this Collective Agreement, words using the masculine gender include
         the feminine and the feminine masculine; the singular includes the
         plural, and the plural singular, where the text so indicates.

                                       6

<PAGE>

                           ARTICLE 5 - REPRESENTATION

R 5.01   The number of "District Representatives" necessary to carry out the
         provisions of this agreement on the Company premises shall be as
         mutually agreed upon from time to time between the Company and the
         Union.

         The number of Group Representatives shall be one (1) per approximately
         one hundred and fifty (150) employees in the bargaining unit, but with
         a minimum of two (2) Group representatives.

5.02     The Union agrees to furnish the Company with the names of its duly
         elected officers and representatives appointed to perform any act in
         connection with the carrying out of this Agreement, and undertakes to
         promptly notify the Company of any change in the membership of officers
         or representatives.

5.03     The Company agrees that Group Representatives will not be transferred
         from their voting group, except for upgrading, promotional
         opportunities or for effect of lack of work.

5.04     For the purpose of an effect of lack of work, a Group Representative
         will not be downgraded or transferred laterally from his voting group
         while there are junior service employees retained on the same grade or
         lower graded jobs which the Group Representative can perform within his
         own voting group.

R 5.05   For the purpose of an effect of lack of work, a Group Representative
         who has served for four (4) or more years consecutively and has ten
         (10) years continuous service shall be deemed to have the most
         seniority within his voting group.

R 5.06   For the purpose of an effect of lack of work, a District Representative
         shall be deemed to have the most seniority within his voting district.

N 5.07   The Company agrees that any elected District Representative shall be
         assigned to no less than group D or its equivalent (maximum rate)
         provided however, should he cease to be a District Representative, he
         shall revert to the job and group (or its equivalent) which he held
         prior to his election.

                      ARTICLE 6 - COMPLAINTS AND GRIEVANCES

R 6.01   For the purpose of this agreement, a grievance shall mean any
         disagreement respecting the interpretation or application of the
         collective agreement, including:

         a)  Wages, hours of work or other working conditions as contained in
             this agreement.

                                       7


<PAGE>

         b)  Charges or allegations that an employee or group of employees has
             been treated unfairly or discriminated against by the Company
             concerning conditions contained in this agreement.

R 6.02   The Company agrees that any employee or Representative thereof may
         approach Management through supervisory line organization, starting
         with his first level manager, concerning matters which deserve
         consideration, modification or improvement.

6.03     It is the mutual desire of the parties hereto that complaints and
         grievances of the employees be adjusted as quickly as possible.

R 6.04   Any grievances shall be dealt with in accordance with the grievance
         procedure which follows:

         N 6.04.01   Pre-step

                   It is understood that an employee having a complaint will
                   first give the first-level manager concerned an opportunity
                   of adjusting the condition causing his complaint by
                   presenting it within fifteen (15) days following the
                   awareness of the event which caused it. The employee may
                   request the assistance of a Union Representative when taking
                   up a complaint with the first-level manager. The first-level
                   manager concerned shall give a verbal answer within two (2)
                   working days.

         R 6.04.02   Step 1

                   Failing satisfactory settlement at the pre-step, the
                   grievance shall be submitted in writing to the first-level
                   manager concerned within ten (10) working days. The
                   first-level manager shall give a written answer within five
                   (5) working days following reception of the grievance. The
                   written answer must indicate the name of the responsible
                   person at the second step for this grievance.

         6.04.03     Step 2

                   Failing satisfactory settlement at the first step, within
                   five (5) working days following the answer, the grievance
                   shall be submitted, in writing to the second-level manager
                   with a copy to the first-level manager concerned. The
                   second-level manager shall convene a meeting within ten (10)
                   working days with the District Representative and/or his
                   delegate, the HR Director and/or his delegate and any other
                   appropriate person convened by one of the parties; the
                   parties shall be informed in advance of the names of the
                   people invited to this

                                       8

<PAGE>

                   meeting. Following this meeting, the management
                   representative shall send a written answer within five (5)
                   working days after the meeting.

         6.04.04   Any period of time specified in the grievance procedure may
                   be extended by mutual agreement.

         6.04.05   Grievances concerning employees laid off

                   The Company and the Union agree that grievances arising from
                   any layoff shall be submitted in writing at the second step
                   by the Union to the designated management representative of
                   the business unit within ten (10) working days after the
                   Union is in receipt of notification of layoff.

                   The designated management representative must submit his
                   written answer within five (5) working days.

         6.04.06   Grievances concerning dismissals and suspensions

                   Any grievance involving a dismissal shall commence at Step 2
                   of the Grievance Procedure within ten (10) days after the
                   Union has been notified in writing of such disciplinary
                   action.

                   Any grievance involving a suspension shall commence at Step 1
                   of the Grievance Procedure within ten (10) days after the
                   Union has been notified in writing of such disciplinary
                   action.

         6.04.07   Grievances relative to job descriptions and evaluations

                   In the event that an employee or the union believes his job
                   write-up does not reflect his assignment, he must discuss and
                   review his job description with the first-level manager and
                   if the problem is not resolved within a delay of thirty (30)
                   days, a grievance may be processed in accordance with the
                   grievance procedure commencing at the second step.

                   Job Evaluation grievances shall be processed in accordance
                   with the grievance and arbitration provisions of this
                   agreement. If it feels the need, the union may meet with the
                   evaluation committee. In the event of arbitration proceedings
                   of a job evaluation grievance, the Union will, upon request,
                   be allowed to have the job reviewed by a Union Representative
                   for a reasonable period of time accompanied by a member of
                   the Job Evaluation Committee.

                                       9

<PAGE>

         R 6.04.08   Job posting grievances

                   Any grievance related to a job posting must be submitted
                   within three (3) days of the posting of the employee's name
                   selected for the job, in accordance with the grievance
                   procedure commencing at the first step. For employees on a
                   twelve (12) hour schedule, the grievance must be submitted
                   within eight (8) days of the posting of the employee's name
                   selected for the job.

                   In the event that the selection for a job vacancy is in
                   dispute, the grievor and the incumbent shall be the only ones
                   considered for the position in contention. The right to
                   grieve shall be restricted to employees who apply for the
                   vacancy. Following a grievance, the names of all applicants
                   shall be made available to the designated Union
                   Representative, if requested.

         N 6.04.09 - Union grievance, group grievance and collective grievance

                   In the case of a union grievance, a group grievance or a
                   collective grievance, it will be submitted at the second step
                   of the grievance procedure within thirty (30) days of the
                   awareness of the event which caused it.

         R 6.04.10   Referral to arbitration

                   Any grievance which is not satisfactorily settled in
                   accordance with this Article may be referred to arbitration
                   as provided in Article 7. The request for arbitration shall
                   be forwarded to the designated management representative and
                   must be made within twenty-one (2l) days after the final
                   decision of the Company has been given at Step 2, or when the
                   time limits mutually agreed upon have expired.

6.05     Disposition

         6.05.01 - An employee, if he so desires, may take up a grievance as an
                   individual, through the regular line of organization without
                   recourse to the grievance procedure, up to and including the
                   designated second-level manager as the final step. The
                   Company, however, undertakes that it will not attempt to
                   settle any grievance directly with the employee involved if
                   his grievance has already been discussed with the Company by
                   a Union Representative pursuant to the grievance procedure.

                                       10

<PAGE>

         6.05.02 - The Union Representative may intercede on behalf of his
                   members at any time on matters covered by the Agreement
                   which, in his opinion, may affect the employees, either as
                   individuals or as a group, regardless of whether his action
                   is taken as a result of a complaint by an individual or a
                   group or as a result of personal observation.

                             ARTICLE 7 - ARBITRATION

7.01     Should the Company and the Union fail to reach an agreement in regard
         to any differences concerning the interpretation or alleged violation
         of this Agreement, the matter may be submitted to a single Arbitrator.

7.02     The parties shall attempt to agree on the choice of an arbitrator
         within twenty (20) working days following the serving of the notice, or
         within the period of time agreed upon by both parties. Failing
         agreement by the parties on an arbitrator, an arbitrator shall be
         appointed by the Minister of Labour at the request of either of the
         parties.

7.03     The arbitrator, however, shall not have jurisdiction to alter or change
         any of the provisions of this Agreement or to substitute any new
         provisions in lieu thereof, nor to give any decisions inconsistent with
         the terms and provisions of this Agreement.

7.04     A grievance submitted within fifteen days of the date on which the
         cause of the action was initiated, cannot be rejected by the arbitrator
         for the sole reason that the expected delay in this collective
         agreement has not been respected.

7.05     A grievance claiming an employee has been unjustly discharged or
         suspended may be settled by one of the following steps:

         a)  Confirming Management's action in discharging or suspending the
             employee, or

         b)  Re-instating the employee with full compensation for time lost,
             less earnings from other sources, or

         c)  Any other penalty which is just and equitable in the opinion of the
             arbitrator.

7.06     a)  The conferring parties may have the assistance of the employee or
             employees concerned and any necessary witnesses and all reasonable
             arrangements will be made to permit the conferring parties to have
             access to work areas to view operations and to confer with the
             necessary witnesses.

         b)  Both parties agree to disclose to each other documentation which
             may be used in arbitration.

                                       11


<PAGE>

7.07     The Company shall not reimburse employees for pay lost in connection
         with arbitration proceedings.

7.08     Both parties hereto will bear equally the expense of the arbitrator
         appointed.

7.09     The arbitrator must render a decision within thirty (30) days after he
         has heard the parties on the grievance.

                ARTICLE 8 - UNION ACTIVITIES DURING WORKING HOURS

8.01     Representatives shall be permitted to leave their regular work for a
         reasonable length of time to perform their duties in connection with
         this Agreement subject to the approval of their immediate supervisor or
         manager of the department where they are employed.

8.02     The Company agrees to pay employees at their hourly rate (except those
         on leave of absence) who are Union Representatives for reasonable time
         spent in the proper administration of this Agreement, during regular
         working hours.

8.03     The Company reserves the right to prohibit soliciting of membership in
         the Union during working hours or on Company premises.

R 8.04   Newly hired employees will be introduced by their immediate manager to
         their District Representative or Group Representative. The
         Representative may meet with the new employee for a reasonable length
         of time.

                      ARTICLE 9 - ACCESS TO PERSONNEL CARDS

9.01     Any employee, upon request, shall have the right to review his own
         personnel and/or attendance record card, either individually or jointly
         with the District Representative in the presence of the employee's
         immediate supervisor or a representative of the Human Resources
         Department.

9.02     The personnel card and/or attendance record card of any employee in the
         representative's constituency shall also be made available to the Union
         District Representative for the purpose of review, if information is
         required from such records as a result of a complaint or grievance.

9.03     In the case of a grievance, the employee's representative will have
         access to documents concerning the employee which are pertinent to the
         issue. Such documents will include, but will not be limited to,
         information related to education, job performance, training and
         experience.

9.04     Review of such information will take place in the presence of the
         employee's immediate supervisor or a representative of the Human
         Resources Department.

                                       12

<PAGE>

9.05     The Company will provide, upon request, to the district representative
         a copy of the employee's employment history and any other information
         needed as far as the law permits.

                        ARTICLE 10 - INFORMATION TO UNION
                    (HEAD OFFICE AND DISTRICT REPRESENTATIVE)

10.01    The Company agrees to provide lists of hourly rated employees eligible
         for membership in the Union entering the service of the Company, and
         also to provide, within one week, lists of hourly rated employees
         covered by this Agreement whose employment with the Company is
         terminated.

10.02    The Company will provide the Union, through the Human Resources
         organization, a weekly list of hourly rated employees covered by this
         Agreement who are either hired, returning to work, transferred, laid
         off, terminated, placed on maternity and/or parental leave of absence,
         on leave of absence, on long-term disability, pensioned or have
         resigned.

10.03    The Company agrees to provide monthly to the Union lists by name and
         employee number of all employees covered by this Agreement. The lists
         shall be compiled by department in order of Union service date with the
         Company together with the analysis number of the job and the job code
         to which the employee is assigned. The Company shall also supply the
         Union service dates of employees being laid off.

10.04    The Company agrees to provide to the Union semi-annually, in August and
         February, a list of the names, employee numbers, department numbers and
         addresses of all hourly rated employees coming under its jurisdiction.

R 10.05  The Company agrees to notify the Union in writing of those cases in
         which an employee has been given a review letter - L.A.R.C.

10.06    The Company agrees to provide to the Union, through the Human Resources
         organization, a copy of published Organizational Notices/Lists. In
         addition, the Company will inform the Union when an employee is
         assigned to a temporary manager position as well as the anticipated
         duration.

10.07    The Company agrees to provide to the Union, monthly, a list showing
         names and overtime hours paid during the preceding month.

10.08    For the purpose of this article, the word Union refers to the Union's
         head office and District Representative.

10.09    Upon the Union's request, the Company agrees to provide, through the
         Human Resources organization, a copy of the preferred hiring list.

                                       13

<PAGE>

10.10    The Company will provide the Union Representative with information in
         any specific case where an employee has resigned and the Union
         Representative feels the resignation was not totally voluntary, so that
         the Union may investigate the matter before the employee leaves the
         premises and, if deemed advisable, request the appropriate manager
         concerned for a prompt review and, where deemed appropriate, a
         modification of the case.

         N 10.11 The Company will provide the Union representative, upon
            request, a list containing the names of the employees on light duty
            assignment and the expected duration of this assignment, as well as
            a list of the employees who are absent for personal or professional
            sickness or accident for a duration of more than one month.

         N 10.12 The Company will provide the Union representative a list
            containing the employees on temporary postings.

                          ARTICLE 11 - BULLETIN BOARDS

11.01    The Company will furnish, install and maintain a reasonable number of
         glassed-in and locked bulletin boards as is mutually agreeable, and in
         locations satisfactory to the Company and the Union.

11.02    The Bulletin Boards may be used for any and all of the following
         purposes concerning the bargaining unit covered by this Agreement as
         may be determined by the Union:

         a) Notices of Union meetings and the reasons therefor.
         b) Notices of nomination elections or referendums.
         c) Results of elections or referendums.
         d) Official records and reports relating to the operation of the Union.
         e) Copies of agreements between the Company and the Union.
         f) Notices of recreational and social affairs.

         11.02.01   All such notices shall be approved by the Director of human
                    resources or his delegate and the District Representative
                    advised, before being posted.

11.03    When Company notices which refer to the Union are to be posted, the
         Company agrees to advise the Union of the contents before such notices
         are posted.

                             ARTICLE 12A - UNION AND
                               CONTINUOUS SERVICE

12.01    Continuous credited service and Union service shall be based on the
         date established on the Company records. The continuous credited
         service and the

                                       14

<PAGE>

         Union service in the Company shall accumulate from the employee's date
         of hiring to the following conditions:

         R 12.01.01 Continuous credited service and Union service shall
                    terminate for the following reasons:

                    a) Voluntary resignation.

                    b) Discharge for just cause if not reversed through the
                       grievance procedure.

                    c) Absence from work for three (3) or more consecutive
                       working days without the Company being notified. It is
                       considered in such circumstances that the employee has
                       resigned voluntarily unless exceptional conditions,
                       recognized by the Company as such, are involved.

                       After the second (2nd) consecutive working day of
                       absence, the Company will advise the District
                       Representative.

                    d) Inability to return to work within two (2) years after
                       sick benefits (if any) have expired; except where an
                       employee is eligible for Company pension.

                    e) Inability to return to work within four (4) years from
                       the first full day of absence due to a work accident
                       disability, as recognized by the CSST. In cases where
                       there has been a return to work and a relapse, as
                       recognized by the CSST, from the same work accident
                       occurs, the aforementioned four (4) year period will be
                       calculated as if it were a new accident.

                    f) Failure to return to work from layoff within one (l) week
                       after having been notified to report; or within two (2)
                       weeks after having been notified and given satisfactory
                       explanation for not returning at the end of the first
                       week.

                       It is agreed that laid off employees being recalled will
                       be permitted to give their present employer reasonable
                       notice of termination in order to accept recall.

                    g) Failure to return from layoff within the "Union and
                       Continuous service maintains" times, outlined in
                       12.01.03.

         R 12.01.02 Deductions from continuous service shall be made for the
                    following reasons:

                                       15

<PAGE>

                    a) When an employee with less than three (3) full calendar
                       months of continuous service is absent without pay due to
                       sickness, that period of absence up to one (1) month only
                       in any consecutive twelve (12) month period, will be
                       granted upon return to work.

                    b) Any period of leave of absence in excess of one (1) month
                       in any consecutive twelve (12) months for which approval
                       is granted without credit for continuous service.

                    c) For calculation purposes, union service and continuous
                       service shall be calculated from the first day of the
                       week following the employee's layoff.

         R 12.01.03 An employee shall maintain recall rights following layoff in
                    accordance with provisions set out below; his continuous
                    service and Union service shall be accumulated and/or
                    maintained as follows:

<TABLE>
<CAPTION>
         Union service                 Recall rights    Continuous       Continuous
         at date of                                     service          service
         layoff                                         accumulates      maintains
                                                                         Union service
                                                                         accumulates
                                                                         and maintains
         <S>                           <C>              <C>              <C>
         Probation completed and
         less than 1 year              18 months        * 12 months      *  18 months

         1 year but less than 5
         years                         54 months        * 24 months      *  54 months

         5 years or more               66 months        * 24 months      *  66 months
</TABLE>

         * NOTE: If employee returns from layoff within above periods.

         12.01.04   Continuous service shall be bridged for the following
                    reasons:

                    An employee whose term of employment has been broken and who
                    is subsequently re-employed shall be credited with previous
                    continuous service in the following manner, provided that
                    the employee had six (6) months or more of previous
                    continuous credited service when the term of employment was
                    broken.

                                       16

<PAGE>

         Period of service break            Previous continuous service credited

         1 month or less                    at time of re-employment

         greater than 1 month but less      after completing a period of
         than 1 year                        continuous service equivalent to the
                                            period elapsed since recall rights
                                            expired or since the event causing
                                            the service break occurred

         1 year or more                     after completing 1 year of
                                            continuous service

         R 12.01.05 Union service shall be adjusted for the following reasons:

         a) Employees returning to the bargaining unit, without continuous
         service break, following an absence, shall have all their Union service
         immediately credited on the basis of full Company service acquired.

         b) Employees from C.O.E.U. shall be credited with the Union service
         they acquire while in the bargaining unit. The Union service of
         employees so affected will be adjusted on the basis of full Company
         service acquired.

         c) Employees whose recall rights within the bargaining unit have
         expired and who are subsequently rehired shall have their Union service
         immediately credited less the period which exceeds the time limit
         stipulated in paragraph 12.01.03 to maintain the Union service.

         d) Employees of the bargaining unit whose term of employment has been
         broken, other than for expiry of recall rights, and are subsequently
         rehired shall have their previous Union service credited after one (1)
         year in the bargaining unit.

         e) An employee's Union service will cease when the employee leaves the
         bargaining unit.

         f) Regarding the application of article 12, the trade employees who
         have never worked in the occupational groups of the production
         employees and who fill a position from one of these groups, will not
         get their union service credited. These employees will not however be
         considered as new employees or probationary employees as per article
         12.02.

12.02    A newly hired employee shall be considered as a probationary employee
         and shall hold no rights as specified in article 12 of this agreement
         for the first regular eighteen (18) weeks worked. The eighteen (18)
         weeks worked probationary period shall be accumulated within not more
         than one (1) year. After this date, his Union service rights will be
         retroactive to the hiring date.

         A probationary employee is eligible to become a member of the Union and
         to be covered by all of the provisions of the agreement except when the
         employee's

                                       17

<PAGE>

         service is terminated during the probationary period. Such termination
         of employment shall be subject to the grievance procedure, up to the
         second step.

         In the event of lack of work, a probationary employee will be laid off
         in reverse order of the number of regular days worked (Monday to
         Friday) and shall have precedence over any other hiring from outside
         the Company, if he submits an application for employment at the time of
         leaving. A list of these probationary laid off employees who have
         submitted an application of employment will be given to the Union.

                                  * ARTICLE 12B
                          PROMOTION, BUMPING AND LAYOFF

R 12.03        Promotions

         R 12.03.01 In making permanent promotions at group D and higher, the
                    Company shall take into consideration ability, skill,
                    experience (excluding experience acquired on temporary
                    posting and on temporary assignments) and Union service.
                    Where the first three factors are relatively equal, Union
                    service shall prevail. Job vacancies at group A, B and C
                    shall be filled on the basis of Union service from among
                    those employees who apply.

               i) Subject to the provisions of paragraph 12.03.01, selections
               for filling vacancies will be made, amongst others, from
               qualified employees in the same group and qualified employees in
               a higher group than that of the vacancy.

         R 12.03.02 (a) The Company will post notices of job vacancies,
                        excluding temporary assignments, in all levels for a
                        period of eight (8) working days. Selections will be
                        made in accordance with paragraph 12.03.01.

                    (b) A vacancy which is to be filled by the reinstatement of
                        an employee to his former job from which he was
                        displaced, need not be posted.

                    (c) A vacancy in level 1 which is to be filled by an
                        employee returning to the bargaining unit within one (1)
                        year will not be posted, providing there is no employee
                        with more Union service on the recall list.

                    (d) Following a job posting, the selection will be made as
                        early as it is practical. If the selection is not made
                        within thirty (30) days following the end of the posting
                        period, the job posting will be

                                       18

<PAGE>

                       cancelled. Within eight (8) working days after the
                       selection, the name of the successful candidate will be
                       posted on the notice boards for a period of eight (8)
                       working days and also forwarded to the Union head office
                       and district representative in writing.

R 12.04  For group D and higher jobs, the qualifications evaluation process for
         applicants will be subject to consultations between the Company and the
         district representative.

N 12.05        a) An employee applying on a job posting from the same group as
               he/she occupies will have to have completed a continuous period
               of four (4) months on the job he/she holds, except in the cases
               where the assignment is a direct result of article 12.07 (effect
               of lack of work).

               b) When an employee is selected following a group A job posting,
               he/she has a 2-week period during when he/she may elect to come
               back to his/her former job. For group B, C, D and E job postings,
               the period where the employee may elect to go back to his/her
               former job is of three (3) weeks. When the employee chooses to go
               back to his/her former job, the next applicant on the job posting
               will be selected to fill the job.

N 12.06  Temporary posting

      a) A temporary vacancy resulting from occupational or non occupational
         sickness or injury, long term medical restrictions, educational leave
         of absence, parental or adoption leave, which the Company believes will
         last for more than one month, will be posted for a period of eight (8)
         days. Such posting shall clearly state that the vacancy is temporary.

      b) It is recognized that under certain circumstances, a temporary vacancy
         may not be posted because it is not necessary to replace the
         temporarily absent employee.

      c) The selection shall be made in accordance with Article 12.03.01. In the
         event of no applicants, it is agreed that the vacancy can be filled by
         using the group A employee with the least Union service. After one year
         a permanent posting will take place.

      d) Upon expiration of the temporary vacancy, all employees will return to
         their former jobs within the sequence triggered by the original
         vacancy.

      e) An employee filling a temporary vacancy can post to another temporary
         vacancy subject to the same rules as per article 12.05 a).

      f) A temporary vacancy will not last in excess of one year. After this
         period, it shall be posted on a permanent basis.

      g) If a lack of work develops in an analysis number where there is an
         employee on a temporary posting, this temporary employee will be
         returned to his

                                       19

<PAGE>

            previous job, irrespective of his seniority. The permanent employee,
            upon his return will if necessary displace the employee with the
            least Union service on that analysis number, provided he has
            sufficient seniority. Lacking such seniority, the returning employee
            shall have bumping rights as per Article 12B.

R 12.07        Effect of lack of work

         When a business faces a layoff, the Company and the Union will meet,
         during the notice period, to discuss solutions that could reduce the
         number of employees affected.

         The parties have agreed to the following specific rules to facilitate
         the handling of surplus employees:

         .     Surplus procedure
         .     Layoff procedure
         .     Bumping procedure

         12.07.01  When lack of work necessitates decreasing the workforce,
                   employees having the least Union service shall be selected as
                   surplus from the analysis number in level 2 and higher or by
                   the least Union service in level 1 in the second level
                   manager's total organization affected. The Company reserves
                   the right to maintain an efficient staff and consequently
                   ability will also be considered.

         12.07.02  Such surplus employees shall be transferred by Union service
                   at group A and, if qualified at group B and higher, to fill
                   any existing vacancies.

         12.07.03  a) If there are no such vacancies, then level 4 surplus
                      employees shall be placed on jobs for which they are
                      qualified in the same level as that which was surplus and
                      after if they are qualified down to level 2, displacing
                      shorter Union service employees.

                   b) If there are no such vacancies, then level 3 surplus
                      employees shall be placed on jobs for which they are
                      qualified in the same level as that which was surplus and
                      after if they are qualified down to level 2, displacing
                      shorter Union service employees.

                   c) If there are no such vacancies, then level 2 surplus
                      employees shall be placed on jobs for which they are
                      qualified in the same level as that which was surplus,
                      they will displace shorter Union service employees.

                   d) Surplus employees, as described in paragraphs a), b) and
                      c) who cannot be placed on a job for which they are
                      qualified, will be

                                       20

<PAGE>

                      transferred to a group A job vacancy, by choice according
                      to seniority.

         12.07.04  Should an employee be on the point of being laid off and
                   there exists employees with less Union service at group B or
                   C, the following conditions apply:

                   a) The position of the most junior employee at group B or C,
                      will be posted. Employees will be allowed to apply, with
                      the most senior Union service applicant being deemed to be
                      the successful candidate. The employee with the least
                      Union service at group B or C will be laid off and the
                      surplus employee will fill the position vacated by the
                      selected candidate.

                   b) Subsequent to (a) above, should an employee with greater
                      than five (5) years of Union service still be on the point
                      of being laid off, the position of the employee, with the
                      least Union service at group D, will be posted. All
                      employees will be allowed to apply, with the most senior
                      Union service applicant being deemed to be the successful
                      candidate. The employee with the least Union service at
                      group D will be laid off and the surplus employee will
                      fill the position vacated by the selected candidate.

         12.07.05  If surplus employees cannot be placed according to clause
                   12.07.03 and 12.07.04, such employees shall be laid off.

         12.07.06  The Company will guarantee all employees, including employees
                   on probation, a minimum of one (1) week advance notice prior
                   to layoff.

         12.07.07  Written notification of layoff will also be given to the
                   Union's district representative fifteen (15) days prior to
                   the date of layoff. Should this fifteen (15) day notice prove
                   impossible, the designated management representative will
                   consult with the Union. In addition, a copy of notification
                   of layoff, as mentioned in 12.07.06, will be given to the
                   Union's district representative at the same time it is given
                   to the employee.

         12.07.08  The Company agrees to notify the Union head office and
                   district representative by letter when an employee refuses to
                   exercise his bumping rights.

         12.07.09  An employee who is on Sickness and Accident or Long-Term
                   Disability benefits, on maternity or parental leave, at the
                   time that a notice of layoff would have applied to him had he
                   been at work, will be deemed to have received such notice at
                   that time.

                                       21

<PAGE>

                   His records will be adjusted to reflect the period of time he
                   has been on the Sickness and Accident or Long-Term Disability
                   benefits, on maternity or parental leave, from the time the
                   layoff would have occurred until the employee is considered
                   fit to resume work.

         12.07.10  When a lack of work of short duration necessitates a
                   reduction in manpower, the Company may offer a voluntary
                   leave to all employees having the same analysis number in the
                   business affected by the lack of work. This leave will be
                   granted, based on union service, to those so interested for a
                   period not to exceed three (3) months. The Company will
                   inform the Union prior to employees proceeding on this leave.

                   During this leave, the employee shall accumulate continuous
                   service and have the right to those benefits normally granted
                   to laid-off employees. He will not be entitled to neither a
                   notice period nor supplementary unemployment benefits.

                   Return to Work

                   The employee will be returned to work and will be assigned to
                   the position he held prior to his leave and/or will exercise
                   his bumping rights, in accordance with article 12.

12.08    Force majeure

         The following conditions shall apply for a situation arising beyond the
         control of the Company and necessitating the layoff, within any period
         of one month, of more than 50% of any business work force, as defined
         in article 41.

         i)     Employees affected by such lack of work will not be subject to
                the bumping procedure, as per paragraph 12.07, for a period not
                exceeding three (3) months.

         ii)    The Company will offer the most senior Union service qualified
                employees the option of performing the remaining work available
                or electing to be laid off for a maximum of three (3) months and
                receive only the supplementary unemployment benefit.

         iii)   Employees laid off will be recalled as per the requirements of
                the work available and in keeping with the provisions of the
                collective agreement.

R 12.09  Recalls

                                       22

<PAGE>

         The Union recognizes the right of the Company normally to hire
         additional people according to the needs of the business, subject to
         the provisions of this article.

         12.09.01  Before recalling at group A, B and C, rate protected
                   employees will be considered by reverse order of Union
                   service.

                   When recalling at group A, B and C, the Company will give
                   first consideration to laid-off employees, in order of Union
                   service. Such consideration is subject to the following:

                   a) Employees laid off, refusing a recall, will waive their
                      recall rights.

                   b) A recalled employee who has failed to meet job
                      requirements on a specific function will return on the
                      Recall List and shall not be recalled for the said
                      function.

         12.09.02  When recalling at group D and higher, the Company shall give
                   first consideration to laid-off qualified employees, in order
                   of Union service.

         12.09.03  The Company and the Union shall review the records of
                   laid-off employees to determine if they have the potential to
                   be trained to fill existing vacancies, prior to the hiring of
                   new employees.

         12.09.04  Employees must keep the Company informed of any change of
                   address. The Company agrees that it shall send a registered
                   notice or telegram to the last recorded address.

         12.09.05  When the employment offered following recall is of a duration
                   of two (2) months or less and the employee is employed by
                   another company, the refusal of recall by said employee will
                   not result in the termination of his continuous service.

12.10    Rehiring

         12.10.01  A laid-off employee shall be given preferred hiring
                   consideration for a period of time equivalent to his recall
                   period from the date such period ceases (maximum six [6]
                   years, including layoff period) if he makes application in
                   writing to the Company and presents himself for employment.
                   Failure to accept an offer of employment shall terminate this
                   preference.

         12.10.02  The Company agrees to advise a laid-off individual whose
                   recall rights are about to expire, of his preferred hiring
                   consideration as described in 12.10.01.

                                       23

<PAGE>

12.11    Transfers

         Before making transfers to locations outside of the Island of Montreal,
         the Company will give due consideration to the wishes of the employees
         involved.

         * See also letters of intent # 9 and 14.

                ARTICLE 13 - SUPPLEMENTARY UNEMPLOYMENT BENEFITS

13.01    For purposes of application of this article, a layoff can mean a
         temporary layoff, including one on account of market fluctuations or
         caused by a phase-out in a manufacturing location or business unit.

R 13.02  Schedule of Supplementary Unemployment Benefits (SUB)

         An employee who is laid off for a period in excess of two (2) weeks
         solely due to lack of work shall be granted SUB based on his continuous
         service at the date of layoff in accordance with the following schedule
         except as provided for in paragraphs 13.13 and 13.14:


         Continuous service at date of layoff                   Supplementary
                                                                Unemployment
                                                                Benefits

         Period                      But                          No. of
         completed                   less than                    weeks' pay

            0 year                     1 year                       0 week
            1                          2 years                      5 weeks
            2 years                    3                            7
            3                          4                            8
            4                          5                            9
            5                          6                           12
            6                          7                           14
            7                          8                           15
            8                          9                           16
            9                         10                           17
           10                         11                           20
           11                         12                           22
           12                         13                           24
           13                         14                           26
           14                         15                           28

         Three (3) weeks additional pay for each full year of continuous service
         thereafter.

                                       24

<PAGE>

13.03    Calculation of Supplementary Unemployment Benefits

         SUB payments shall be based on the employee's regular work week hours
         (excluding overtime) in effect as of the date of layoff.

         The rate of pay used in such computations shall be the employee's
         equivalent weekly rate, including COLA, in effect at the date of
         layoff.

13.04    Each week, the employee shall receive SUB equivalent to 90% of his
         weekly pay, less Unemployment Insurance Benefit entitlement, provided
         he has requested and obtained the Unemployment Insurance Benefits.

         After Unemployment Insurance Benefits have been exhausted, a laid-off
         employee shall be entitled to a payment of 60% of his regular weekly
         pay until total SUB entitlement, under 13.02, is exhausted.

13.05    For purposes of application of paragraph 13.04, the total combination
         of Unemployment Insurance Benefits entitlement, SUB and other
         compensation shall not exceed, in any event, 90% of the employee's
         weekly pay.

13.06    SUB cease when:

         a)  the employee resigns,
         b)  SUB expire,
         c)  the employee refuses to report to work after recall (in accordance
             with article 12.01.01 f).

         In view of this article, the employee has no acquired right to SUB,
         except during periods of unemployment which are mentioned in paragraphs
         13.04 and 13.09.

13.07    a)  An employee who has been re-employed following a period of layoff
             and is again laid off shall be granted SUB based on his overall
             continuous service after deducting the amount he received from his
             previous layoff.

         b)  An employee who has been re-employed following a period of layoff
             and who, after being back at work for a period of one (1) or more
             years, is again laid off, shall be granted SUB based on his overall
             continuous service.

13.08    a)  The Company shall provide the following benefits for six (6) months
             following the month of layoff as long as laid off employees
             continue to contribute to those plans to which they are required to
             make contributions:

             -   Supplementary Hospital Plan
             -   Extended Health Care Plan
             -   Vision Care Plan
             -   Dental Plan

                                       25

<PAGE>

             -   Group Insurance Plan - Part I
             -   Group Insurance Plan - Part II
             -   Dependent Life Plan
             -   Survivor Transition Benefit Plan

         b)  Laid off employees with ten (10) or more years of continuous
             service shall continue to receive the following benefits for the
             remaining SUB payment periods:

             -   Extended Health Care Plan
             -   Group Life Part I

         The cost of this extended coverage shall be deducted from SUB
         entitlement.

13.09    Employees eligible to SUB shall not receive SUB during the UIC stoppage
         period. However, if the layoff persists for more than two weeks,
         employees shall receive two (2) weeks SUB, upon their return to work,
         provided they have not exceeded the total amount of SUB in that time.
         In such event, the SUB payment shall be considered as being made during
         the UIC stoppage period of two weeks.

13.10    In the case of an employee who, within ten (10) working days, is
         recalled from a layoff from where he was laid off, he shall be
         reimbursed for the layoff period as if he had been actively employed.

13.11    Employees must apply and receive layoff allowance before any SUB
         payments become effective.

                              ARTICLE 14 - NOTICES

14.01    The Company agrees that before any non-supervisory office vacancies,
         either for clerks or technicians (including time study, manufacturing
         process layout and skill training), are filled by transfer of an hourly
         employee or by outside hiring, the Company shall consider only those
         employees who have applied to a notice of vacancy. Notices shall be
         posted on bulletin boards visible to all hourly employees.

         When qualifications are equal, employees having the greater union
         service will be given preference, when the selection is made from the
         applicants.

14.02    The Company agrees, when an opening in management occurs, to consider
         employees who have expressed their desire to become part of management.

                                       26

<PAGE>

                         ARTICLE 15 - SAFETY AND HEALTH

15.01    The Company and the Union recognize that they must endeavour jointly to
         maintain high standards of safety and health in the workplace. The
         Company shall take the necessary measures to ensure the safety and
         health of the employees and will provide information and training, when
         necessary.

15.02    The Company shall maintain adequate health facilities in the work areas
         and will provide adequate safety devices.

15.03    No employee shall be required to operate or use any machinery, tool,
         die or other piece of equipment in defective order.

15.04    In case of equipment considered dangerous, the Union may immediately
         meet with the Health & Safety Committee in order to check the
         equipment.

15.05    In the case where an employee sustains an injury at work or incurs an
         occupational sickness during his period of employment, and as a result
         is permanently unable to perform work similar to that performed prior
         to his employment injury, he may fill a job vacancy or exercise his
         bumping rights, as per article 12, on a job corresponding to his
         physical restriction.

         An employee, after completing his probation period, downgraded in
         accordance with article 15.05, will have his rate of pay frozen until
         the rate of his new grade reaches this rate of pay.

         An employee with five (5) years or more of continuous service,
         downgraded in accordance with article 15.05 from a grade to which he
         has been assigned, will maintain the rate of pay in effect at time of
         downgrade during the life of this agreement.

15.06    An employee who is permanently unable to perform work similar to that
         performed prior to his sickness, shall be transferred to fill existing
         vacancies at the same grade level, corresponding to his physical
         restriction and for which he possesses the qualifications, within the
         bargaining unit.

R 15.07  An employee with twelve (12) years or more of union service, who cannot
         be placed in accordance with 15.05 and 15.06, shall be placed on a job
         corresponding to his physical restriction at the same grade level or
         lower, by displacing shorter union service employees within the
         business unit. The employee shall receive a one (1) week
         familiarization period.

         If unable to place the employee, he will be given appropriate work
         until he is placed on the next suitable opening, taking into account
         his qualifications, union service and physical restriction.

                                       27

<PAGE>

R 15.08  An employee with twenty (20) years or more of continuous service,
         downgraded in accordance with article 15.07 from a grade to which he
         has been assigned, will maintain the rate of pay in effect at time of
         downgrade during the life of this agreement.

R 15.09  Should suitable employment not be available, as indicated in paragraphs
         15.05, 15.06 or 15.07 or should the employee be unable to meet the
         requirement of such employment, the designated manager and the District
         Representative shall meet to discuss the pertinent data related to the
         problem, with an aim to attempt to retain and gainfully employ the
         individual concerned, before any action is taken by the Company.

15.10    The Company and the Union agree to establish a Health and Safety
         Committee structured to conform with existing legislation.

15.11    For reasons of safety, when an employee is assigned to perform work in
         an isolated area and where it may not be possible for him to request
         assistance, the Company agrees to set up proper surveillance in order
         to provide help and/or assistance as may be necessary.

15.12    The Company will provide to the district representative a copy of the
         Employer's accident reports and, if necessary, a copy of the temporary
         assignments.

15.13    Employee Rehabilitation

         The Company and the Union acknowledge their joint responsibility to
         ensure that employees who are disabled as a result of illness or injury
         are given every available opportunity to participate in rehabilitation
         programs, including rehabilitative employment.

         In order to facilitate access to such programs, members of the Joint
         Rehabilitation Committee and appropriate resources shall meet to
         identify rehabilitation opportunities.

         The Committee shall determine the possibilities for rehabilitation and
         provide assistance to employees to ensure a successful integration into
         the work environment. The Company will make every effort to facilitate
         access to rehabilitation which could involve modifications to the work
         schedule, the tools and/or the organization of work. However, such
         modifications must not be damaging for the health and safety of other
         workers. No privilege granted in this article can have the effect of
         giving an employee recall and layoff rights which he would not have had
         if he had been at work in regular conditions.

         It is agreed that when opportunities for rehabilitation become
         apparent, the employee and/or his personal physician shall be advised
         of these opportunities.

                                       28

<PAGE>

         The employee and his physician shall then assess whether the employee
         should benefit from the opportunity.

         If the employee and his physician decide to take advantage of the
         opportunity, the treating physician and/or the employee must consult
         the Health Centre to discuss a rehabilitation program. The Health
         Centre representative shall meet with the members of the Joint Comittee
         to identify rehabilitation opportunities and design a personalized
         progressive program.

         If a rehabilitation program does not involve rehabilitative employment,
         the current conditions for continued S & A or LTD shall be applicable.
         If a rehabilitation program involves rehabilitative employment, the
         employee will continue to draw Sickness and Accident (S&A) or Long Term
         Disability (LTD) Benefits, as the case may be. Earnings from such
         employment will be paid in addition to S&A or LTD benefits up to a
         level equal to 100% of the base rate plus COLA which the employee would
         have earned had he been at work on a full-time basis. If income from
         all sources exceed such levels, then S&A or LTD benefits will be
         reduced by the amount of income that exceed such 100% level.

         When an employee on rehabilitation is at work, he will retain the
         rights and privileges that he would normally have as if he would be on
         his regular job. It is understood that these rights and privileges must
         not be contradictory to the objective and provisions of his
         personalized rehabilitation program.

         An employee on rehabilitation will have the right to a plant holiday,
         in accordance with article 29, so long as the plant holiday falls on a
         day when the employee would normally have been at work as per his
         personalized rehabilitation program.

         In the event that an employee on rehabilitation takes his vacations,
         these vacations will be treated as if this employee was normally at
         work.

         Those employees receiving LTD benefits and participating in a
         Rehabilitation Program which entails receipt of rehabilitation earnings
         from rehabilitative employment will accrue vacation in connection with
         their continuous service and rehabilitation earnings on the following
         basis:

<TABLE>
         <S>                                                <C>
         Less than three years service                       4% of earnings from hours worked
         Three (3) to ten (10) years service                 6% of earnings from hours worked
         Ten (10) to nineteen (19) years service             8% of earnings from hours worked
         Nineteen (19) to twenty-nine (29) years service    10% of earnings from hours worked
         Twenty-nine (29) years service and above           12% of earnings from hours worked
</TABLE>

                                       29

<PAGE>

                      ARTICLE 16 - UNINTERRUPTED PRODUCTION

16.01    During the term of this Agreement and during the period when
         negotiations for a further Agreement are in progress, the Company
         agrees that there shall be no lockouts, and the Union agrees that there
         shall be no slowdown, strike or any other stoppage or interference with
         work which would cause any interruption in production.

                          * ARTICLE 17 - JOB EVALUATION

17.01    The Union agrees that the classification of employees within the
         established grades for the various occupations will be in accordance
         with the Job Evaluation Plan presently in use in the Company.

         (a)  A copy of the Hourly Evaluation Plan and all modifications will be
              supplied to the Union.

         (b)  The employee involved and the District Representative will review
              the job write-up with the immediate manager to ensure that all
              important duties are included, before submission to the Evaluation
              Committee for evaluation.

         (c)  The Company will supply the Union with the same job write-up data
              which is submitted by supervision to the Evaluation Committee,
              prior to the evaluation.

         (d)  The evaluation will be completed within thirty (30) working days
              following completion of the job description.

         (e)  Substantiation data of evaluated jobs will be supplied to the
              Union.

         (f)  When a job is re-evaluated, existing job rates shall continue in
              effect until the evaluation is completed. Any rate increase
              resulting from the evaluation shall be retroactive to the date of
              submission of the revised write-up to the Evaluation Committee or
              from the date of the submission of a grievance, whichever is
              earlier.

         (g)  The Company agrees to advise the Union in writing, thirty (30)
              days in advance of any reduction in the group of an existing job
              resulting from evaluation.

         (h)  The Company agrees to meet with the Union to discuss any
              modifications to the Evaluation Plan prior to their introduction.

N 17.02  In the case of a downgrade following a reevaluation, the Company agrees
         to maintain the rate of pay of the employees at the time of the
         reevaluation, subject to the provisions of Article 37.02.

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N 17.03  Prior to post a newly created job, the Company agrees to establish a
         tentative rate of pay, subject to an evaluation by the Evaluation
         Committee within sixty (60) days following the posting. Any rate
         increase resulting from this evaluation shall be retroactive to the
         date of the selection of the employee(s) selected to fill the newly
         created job.

* See also articles 6, 12B, 37 & 38.

                        * ARTICLE 18 - LEAVES OF ABSENCE

18.01    Maternity

         Maternity leave of absence shall be granted to employees subject to the
         following conditions:

         Prior Notice

         a)   The employee must notify the Company of her intention to proceed
              on maternity leave, in writing, at least three (3) weeks prior to
              the commencement of such leave.

              This notice must be accompanied by a medical certificate attesting
              to the state of the pregnancy and the expected date of birth. The
              period of notice may be less than three (3) weeks in cases of
              emergency substantiated by a medical certificate.

         Term of Leave

         b)   As of the sixth (6th) week preceding the expected date of birth,
              the Company may request the pregnant employee who is still at work
              to produce a medical certificate attesting to the fact that she is
              fit to work.

         c)   If the employee refuses or fails to supply the Company with the
              said certificate within eight (8) days, the Company may oblige her
              to take her maternity leave immediately by giving her a written
              notice to this effect.

         d)   Maternity leave shall be granted for a period of eighteen (18)
              weeks or any other period provided by law.

         e)   Extension of the leave of absence as covered in (d) may be granted
              for an additional period of up to thirteen (13) weeks on the
              advice of the Company Medical Department.

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         Maternity Leave Allowance

         f)   Maternity leave allowance will only be paid to those employees who
              have continuous service of thirteen (13) weeks or more.

         g)   The employee who provides proof that she is receiving unemployment
              insurance benefits shall be paid for up to fifteen (15) weeks
              maternity leave allowance equivalent to 75% of the employee's
              weekly base rate less unemployment insurance benefits received by
              the employee. Payment of this allowance will cease after the
              employee ceases to qualify for unemployment insurance benefits.

         h)   The employee who is not entitled to receive unemployment insurance
              benefits for all or a portion of the fifteen (15) weeks of
              maternity benefits, due to having been previously laid off by the
              Company shall be paid maternity leave allowance during Maternity
              Leave for up to fifteen (15) weeks at a rate equivalent to 75% of
              the employee's weekly base rate, less any unemployment insurance
              benefits received.

         i)   The employee who, while employed by the Company, has received
              unemployment insurance benefits in connection with maternity leave
              and who is subsequently laid off by the Company without having
              worked sufficient time to permit maximum entitlement to
              unemployment insurance benefits, shall be paid an amount
              equivalent to the difference between the remaining amount of
              unemployment insurance benefit payable in the 52 week unemployment
              insurance entitlement period, and the maximum amount of
              unemployment insurance benefit entitlement had the employee not
              collected unemployment insurance benefits while on maternity
              leave, plus layoff allowance top up.

         Return to work

         j)   The employee must be cleared by the Company Medical Department
              before starting work.

         k)   When an employee is ready to return from a maternity leave of
              absence, reinstatement will be in accordance with the appropriate
              following procedures:

              (i)  Employee with a planned maternity leave of absence of up to
                   eighteen (18) full weeks, or any other period provided by
                   law, will be reinstated in her former position with all
                   rights to which she would have been entitled if she had
                   continued to work.

              (ii) If the employee's former position no longer exists upon her
                   return to work, she shall exercise her bumping rights as if
                   she had been at work.

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<PAGE>

         l)   After re-employment, the employee will be credited with her
              maternity leave of absence service, prescribed by legislation as
              mentioned in d).

         m)   An employee who fails to return to work at the end of her leave
              shall be considered as having resigned from the Company, effective
              her last day of work.

R 18.02       Parental Leave

         a)   Parental Leave for Childbirth

              Parental leave of absence shall be granted subject to the
              following conditions:

              i)   Applicable to parents of a newborn child. Leave shall not
                   exceed fifty-two (52) weeks.

              ii)  It will commence no earlier than the date of birth. Such
                   leave shall terminate no later than seventy (70) weeks after
                   the date of birth.

         b)   Parental Leave for Adoption

              Parental leave of absence shall be granted subject to the
              following conditions:

              i)   Applicable to parents of an adopted child who is not of
                   school age. Leave will not exceed fifty-two (52) weeks.

              ii)  It is understood that the employee will furnish evidence of
                   adoption. The parental leave is not available for the
                   adoption of a child of the spouse.

              iii) It will commence no earlier than the date that the child
                   comes into custody, care and control of the employee for the
                   first time and must not terminate later than seventy (70)
                   weeks from such date. However, in the event that the employee
                   must be away from work, to travel outside of Quebec, in order
                   to gain custody of the child, his adoption leave may commence
                   at that time.

         c)   Prior Notice

              The employee must notify the Company of his intention and
              duration of parental leave in writing at least three (3) weeks
              prior to the commencement of such leave.

         d)   Parental Leave Allowance for childbirth

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<PAGE>

              i)   The following provisions apply to parental leaves, pursuant
                   to article 18.02 a), for the period of such leave.

              ii)  Parental leave allowance will only be paid to those employees
                   who have continuous service of nine (9) months or more.

              iii) The employee who provides proof that he is receiving
                   unemployment insurance benefits shall be paid for up to ten
                   (10) weeks parental leave allowance equivalent to 75% of the
                   employee's weekly base rate less unemployment insurance
                   benefits received by the employee. Payment of this allowance
                   will cease after the employee ceases to qualify for
                   unemployment insurance benefits.

              iv)  The employee who is not entitled to receive unemployment
                   insurance benefits for all or a portion of the ten (10) weeks
                   of parental benefits, due to having been previously laid off
                   by the Company, shall be paid parental leave allowance during
                   Parental Leave for up to ten (10) weeks at a rate equivalent
                   to 75% of the employee's weekly base rate, less any
                   unemployment insurance benefits received.

              v)   The employee who, while employed by the Company, has received
                   unemployment insurance benefits in connection with parental
                   leaves and who is subsequently laid off by the Company
                   without having worked sufficient time to permit maximum
                   entitlement to unemployment insurance benefits, shall be paid
                   an amount equivalent to the difference between the remaining
                   amount of unemployment insurance benefit payable in the 52
                   week unemployment insurance entitlement period, and the
                   maximum amount of unemployment insurance benefit entitlement
                   had the employee not collected unemployment insurance
                   benefits while on maternity and/or parental leave, plus
                   layoff allowance top up.

         e)   Parental Leave Allowance for adoption

              i)   Parental leave allowance will only be paid to those employees
                   who have continuous service of nine (9) months or more.

              ii)  The employee who provides proof that he is receiving
                   unemployment insurance benefits shall be paid for up to ten
                   (10) weeks parental leave allowance equivalent to 75% of the
                   employee's weekly base rate less unemployment insurance
                   benefits received by the employee. Payment of this allowance
                   will cease after the employee ceases to qualify for
                   unemployment insurance benefits.

                                       34

<PAGE>

              iii) The employee who is not entitled to receive unemployment
                   insurance benefits for all or a portion of the ten (10) weeks
                   of parental benefits, due to having been previously laid off
                   by the Company, shall be paid parental leave allowance during
                   Parental Leave for up to ten (10) weeks at a rate equivalent
                   to 75% of the employee's weekly base rate, less any
                   unemployment insurance benefits received.

              iv)  The employee who, while employed by the Company, has received
                   unemployment insurance benefits in connection with parental
                   leaves and who is subsequently laid off by the Company
                   without having worked sufficient time to permit maximum
                   entitlement to unemployment insurance benefits, shall be paid
                   an amount equivalent to the difference between the remaining
                   amount of unemployment insurance benefit payable in the 52
                   week unemployment insurance entitlement period, and the
                   maximum amount of unemployment insurance benefit entitlement
                   had the employee not collected unemployment insurance
                   benefits while on maternity and/or parental leave, plus
                   layoff allowance top up.

              v)   In the instances described in ii) and iii) above, the Company
                   shall pay during the adoption leave exceeding ten (10) weeks
                   when no unemployment benefits are being paid, up to five (5)
                   additional weeks at 75% of the employee's weekly base rate.

         f)   Return to Work

              i)   If the parental leave is for a duration of eighteen (18)
                   weeks or less, the employee will be reinstated in his former
                   position with all rights to which he would have been entitled
                   if he had continued to work, including credit for service.

              ii)  If the leave is for more than eighteen (18) weeks, upon
                   return, the employee will be assigned to a similar position
                   or if the position does not exist, he will exercise his
                   bumping rights in accordance with article 12. For the purpose
                   of service accumulation, the employee will be credited with
                   his parental leave of absence.

              iii) The employee who does not return to work at the end of his
                   parental leave is presumed to have resigned effective his
                   last day at work.

18.03    Jury duty or court attendance

         Leave of absence with pay shall be granted by the Company to employees
         summoned for jury or court attendance (not as plaintiffs, defendants or
         voluntary

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<PAGE>

         witnesses). Employees shall report for regular duties while temporarily
         excused from attendance at court.

R 18.04  Bereavement

         (i)   When a death occurs in the immediate family of an employee and
               the employee attends the funeral, such employee shall, on
               request, be granted a leave of absence not to exceed five (5)
               consecutive regular working days during his standard Monday to
               Friday work schedule. An employee's immediate family shall be
               considered as husband, wife, spouse, son, daughter, mother,
               father, mother-in-law, father-in-law, sister, brother,
               brother-in-law, sister-in-law, son-in-law, daughter-in-law,
               grandparents, grandchildren, foster parents, step-brother,
               step-sister, step-child, step-parents, child of current spouse
               and legal guardian. Other relatives residing with the employee
               shall also be considered as immediate family.

               The Company will grant, in accordance with the above, a
               bereavement pay allowance, of up to a maximum of three (3) days
               during the employee's regular working schedule and restricted to
               the period from the date of death to the day immediately
               following the funeral inclusively.

         (ii)  In the event the employee is unable to attend the funeral of a
               member of his immediate family, as described in 18.04 i, and a
               memorial service is held, he shall be granted, on request, a one
               (1) day leave of absence with pay to attend the memorial service.

         (iii) Extension to the leave of absence may be granted when an employee
               has difficult travel arrangements, long distances to travel, or
               all of the responsibility for funeral arrangements.

         (iv)  Where interment of a deceased member of an employee's immediate
               family is delayed, the employee may elect to take up to one (1)
               working day from his five (5) day bereavement leave entitlement
               to attend the interment.

18.05    Quarantine

         An employee required to be absent due to quarantine imposed by duly
         constituted health authorities shall be paid for such absence which
         shall be treated as absence due to personal sickness.

18.06    Special Leave

         An employee who must serve a period of incarceration as a result of
         being found guilty of an offence under the "Code de la Route" will be
         granted a leave of absence without pay of up to ninety (90) calendar
         days in order to serve the period

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<PAGE>

         of incarceration. An extension may be granted by the Company. Only one
         (1) such leave may be granted during the life of the agreement.

  R 18.07        Educational Leave of Absence

         1.   This paragraph allows an employee to take an authorized
              educational leave of absence without pay to further their
              knowledge of telecommunications or related technology,
              particularly as it applies to the Company's operations.

         2.   Such leave shall be granted as deemed appropriate by the Company
              and taking into account production requirements.

         3.   To be eligible, an employee must have a minimum of two (2) years
              of continuous service and shall apply in writing, no later than
              August 1st of each year, stating the reasons for such a request.

         4.   Normally only one (1) application per twelve-month period shall be
              granted.

         5.   The Company reserves the right to determine the number of leaves
              granted to each employee.

         6.   The duration of each leave of absence granted shall be to a
              maximum of twelve (12) months.

         7.   Employees who successfully complete their courses will be eligible
              under the Company's Tuition Refund, with the following exceptions:

              .    Maximum of $3500 per year.

              .    Employees will be reimbursed upon successful completion of
                   courses.

         8.   Benefits

              .    Employees who take an authorized educational leave of absence
                   without pay will have access to the benefits available under
                   the existing plan applicable to the authorized leave of
                   absence without pay.

         9.   Return to work

              .    Upon return to work, the Union service shall be credited
                   immediately for the period of the educational leave of
                   absence.

              .    Upon return, the employee shall be assigned to a similar
                   position or if the position does not exist, he shall exercise
                   his bumping rights in accordance with article 12 or 38.

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<PAGE>

* Refer to articles # 12 and 30.

                              ARTICLE 19 - VALIDITY

19.01    If for any reason any portion of this Agreement shall be held to be
         void and unlawful, it shall not affect the validity of the rest of the
         Agreement.

19.02    The Company agrees that existing general privileges not included in
         this Agreement will not be withdrawn during the life of this Agreement
         without due and sufficient cause and the Company undertakes to advise
         the Union of any contemplated changes.

                     ARTICLE 20 - DEDUCTION OF REGULAR DUES

20.01    During the term of this Agreement, the Company will deduct the regular
         Union dues from the wages of all employees covered by this Agreement in
         installments.

20.02    When sufficient pay is not available for all other deductions during
         the period when deductions are made, no deductions shall be made for
         Union dues.

20.03    The Union agrees to keep the Company harmless from any claims against
         it by an employee, which arise out of deduction under this Article.

20.04    Dues deduction shall be suspended during the period of an employee's
         leave of absence without pay. When the employee is returned to the
         payroll, deduction of Union dues shall be automatically resumed.

20.05    Amounts deducted for dues shall be remitted to the Secretary Treasurer
         of the Canadian Union of Communication Workers as soon as possible
         after the end of each fiscal month. Each remittance shall be
         accompanied by a statement showing the amounts of the deductions for
         each employee.

20.06    Any change in the amount of monthly Union dues will be certified to the
         Company by the Secretary-Treasurer of the Canadian Union of
         Communication Workers. A certification in a form acceptable to the
         Company which changes the dues shall become effective thirty (30) days
         following the date the Company receives such certification.

20.07    Deduction of dues from the employee's paycheck shall commence upon
         completion of the first full week of employment with the Company.

                   ARTICLE 21 - WORK PERFORMED BY SUPERVISORS

R 21.01  The Company agrees that supervisors and salaried employees will not
         normally perform work assigned to hourly employees, except for
         instructional or

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<PAGE>

          experimental purposes, or when competent non-supervisory employees are
          not available, or in cases when abnormal conditions arise.

                        ARTICLE 22 - DISCIPLINARY ACTION

22.01     No employee covered by this Agreement shall be disciplined in any
          manner, demoted, suspended or discharged except for just cause.

R 22.02   Any employee who is given a formal warning, being suspended or
          discharged shall have his Union Representative present as an observer,
          during the disciplinary interview, unless requested otherwise by the
          employee. The Union Representative may ask for clarification of
          Company statements and facts related to the discipline.

22.03     A formal warning is in effect for a period of fifteen (15) months.

          A final warning expires after twelve (12) months of acceptable
          performance.

R 22.04      (a) The Company agrees to submit to the Union a copy of the formal
                 or final warning within three (3) days following the issuing of
                 the warning. Specific reasons for the warning will be included,
                 e.g.frequency and dates of tardiness, etc.

             (b) With prevention as our objective, the Company agrees to furnish
                 the Union with a copy when there is a counselling.

22.05     The Company agrees to notify the Union by telephone, to be confirmed
          by letter, of those cases in which an employee is being suspended or
          separated from the Company. Specific reasons for the suspension or
          separation will be included in identifiable brief details as shown
          under paragraph 22.04 (a).

                          * ARTICLE 23 - HOURS OF WORK

23.01     The regular hours of work for all operating locations shall be forty
          (40) hours per week.

          23.01.01 The standard hours of work shall be as follows:

                   Regular Shift Operations
                   8 hours - 1/2 hour lunch

                   Two Shift Operations

                   Day Shift: 8 hours - 1/2 hour lunch
                   Swing Shift: 7 1/2 hours - 1/2 hour lunch

                   Multiple Shift Operations

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<PAGE>

                      1st shift - 8 hours - 1/2 hour lunch
                      2nd shift - 7 1/2 hours - 1/2 hour lunch
                      3rd shift - 7 1/2 hours - 1/2 hour lunch

                      Continuous Processes
                      1st shift - 8 hours - no lunch hour
                      2nd shift - 8 hours - no lunch hour
                      3rd shift - 8 hours - no lunch hour

                      Night Shift
                      8 hours - 1/2 hour lunch

         23.01.02     The Company reserves the right to change from time to time
                      the starting and stopping time of any regular shift; it is
                      however agreed to consult with the Union before putting
                      any such changes into effect.

         23.01.03     When extensive workforce reductions would otherwise be
                      required, it may be found desirable to reduce the
                      scheduled hours of work below the standard weekly work
                      schedule to minimize such workforce reductions. Any action
                      taken in this respect shall be the subject of negotiations
                      between the Company and the Union. Negotiations thereon
                      shall take place when requested by either party to this
                      Agreement and in the event of such negotiations, the new
                      schedule proposed by the Company may be placed in effect
                      pending Agreement between the parties.

         23.01.04     a)  Except in the case of emergency, the Company will give
                          its employees a forty-eight (48) hour notice for all
                          shift changes.

                      b)  Overtime hours leading to a shift change will be
                          governed by article 24.02.

23.02    Seven-day continuous shift configuration

         The conditions under which the parties agree to implement a schedule of
         working hours, designated as twelve (12) hour shifts.

         23.02.01     Hours of work

                      i)  The term "working day" as used in this Collective
                          Agreement means a regularly scheduled work day of
                          twelve (12) hours.

                      ii) The standard schedule for employees on a twelve (12)
                          hour seven (7) day shift schedule is comprised of
                          twelve (12) hours of work in a twenty-four (24) hour
                          period. The standard weekly schedule for employees on
                          this shift is comprised of days of twelve (12) hours

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<PAGE>

                    on a three (3) or four (4) day work week depending on the
                    employee's work schedule.

               iii) The regular payroll week for employees on a twelve (12) hour
                    shift schedule will commence at 7:00 p.m. on Sunday and
                    terminate at 7:00 p.m. on the following Sunday.

    R 23.02.02 Rates of Pay

               Regular hours scheduled and worked, in accordance with the twelve
               (12) hour shift schedule, will be paid at straight time rates.
               The weekly average standard schedule is forty-two (42) regular
               hours worked.

               A premium of $4.00 per hour will be paid for all scheduled hours
               worked during the regular shift on Saturdays, provided that such
               hours are not paid on an overtime basis.

               A premium of $5.00 per hour will be paid for all scheduled hours
               worked during the regular shift on Sundays, provided that such
               hours are not paid on an overtime basis.

    23.02.03   Off-shift differential

               Off-shift differential will be paid for all the hours worked
               between 3:00 p.m. and 7:00 a.m.

    23.02.04   COLA Premium

               COLA premium is paid based on forty-two (42) hours.

    23.02.05   Overtime Payment

               a)   A rate of 1 1/2 times the hourly rate shall be paid:

                    i)   for the first eight (8) hours worked if an employee is
                         notified that he is required to work on his designated
                         day of rest, double time will be paid for the following
                         hours worked. This provision shall not apply in the
                         case where an employee's schedule is changed to another
                         shift or to a new working schedule which provides
                         alternative day(s) of rest.

               b)   A rate of double time will be paid:

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<PAGE>

                    i)   for the first four (4) hours worked in excess of twelve
                         (12) regular hours during the twenty-four (24) hour
                         interval from the beginning of an employee's schedule
                         shift.

                    ii)  for all hours worked on a plant holiday, as described
                         in Article 29.

      23.02.06 Bereavement

               In accordance with article 18.04.

               Plant holidays (as defined in Article 29).

               Employees on a twelve (12) hour work schedule will be paid twelve
               (12) hours for each statutory holiday, as per Article 29. Between
               Christmas and New Year however, employees will be paid an
               equivalent of eight (8) hours for each of the five (5) plant
               holidays during this period.

      23.02.07 Vacation

               Vacation will be calculated on the basis of twelve (12) hours:

                             2 weeks          =       7 days of 12 hours
                             3 weeks          =      10 days of 12 hours
                             4 weeks          =      14 days of 12 hours
                             5 weeks          =      17 days of 12 hours
                             6 weeks          =      21 days of 12 hours

      23.02.08 Sickness and Accident Plan

               Those employees with less than ten (10) years service will be
               treated according to the 8-8 rule. For the first day of sickness,
               all shall receive the equivalent of four (4) hours paid.

               If an employee works more than six (6) hours, he/she shall be
               paid for those hours worked and that day will not be treated as a
               day of absence. If an employee works less than six (6) hours and
               must leave due to sickness and/or accident, he/she will be paid
               for those hours worked and that day will be treated as a day of
               absence. If an employee works less than four (4) hours and must
               leave due to accident and/or sickness, he/she shall be paid the
               equivalent of four (4) hours worked.

23.03 Six-day continuous shift configuration

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<PAGE>

          The conditions under which the parties agree to implement a schedule
          of working hours, designated as twelve (12) hour shifts.

          23.03.01   Hours of work

                     i)   The term "working day" as used in this Collective
                          Agreement means a regularly scheduled work day of
                          twelve (12) hours.

                     ii)  The standard schedule for employees on a twelve (12)
                          hour shift schedule is comprised of twelve (12) hours
                          of work in a twenty-four (24) hour period. The
                          standard weekly schedule for employees on this shift
                          is comprised of three (3) days of twelve (12) hours:
                          (Monday, Tuesday, Wednesday) and (Thursday, Friday,
                          Saturday).

                     iii) The regular payroll week for employees on a twelve
                          (12) hour shift schedule will commence at 7:00 p.m. on
                          Sunday and terminate at 7:00 p.m. on Saturday.

          R 23.03.02 Rates of Pay

                     Regular hours scheduled and worked, in accordance with the
                     twelve (12) hour shift schedule, will be paid at straight
                     time rates. The weekly standard schedule is thirty-six (36)
                     regular hours worked.

                     A premium of $4.00 per hour will be paid for all scheduled
                     hours worked during the regular shift on Saturdays,
                     provided that such hours are not paid on an overtime basis.

          23.03.03   Off-shift differential

                     Off-shift differential will be paid for all the hours
                     worked between 3:00 p.m. and 7:00 a.m.

          23.03.04   COLA Premium

                     COLA premium is paid based on thirty-six (36) hours.

          23.03.05   Overtime Payment

                     a)   A rate of 1 1/2 times the hourly rate shall be paid:

                          i)  for the first eight (8) hours worked if an
                              employee is notified that he is required to work
                              on his designated day of rest, double time will be
                              paid for the following hours worked. This
                              rovision shall not apply in the case where an
                              employee's

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<PAGE>

                     schedule is changed to another shift or to a new working
                     schedule which provides alternative day(s) of rest.

               b) A rate of double time will be paid:

                  i) for the first four (4) hours worked in excess of twelve
                     (12) regular hours during the twenty-four (24) hour
                     interval from the beginning of an employee's schedule
                     shift.

                 ii) for all hours worked on Sunday (outside the standard
                     schedule), that is from Saturday 7:00 p.m. to Sunday 7:00
                     p.m.

                iii) for all hours worked on a plant holiday, as described in
                     Article 29.

     23.03.06  Bereavement

               In accordance with article 18.04.

               Plant holidays (as defined in Article 29).

               Employees on a twelve (12) hour work schedule will be paid twelve
               (12) hours for each statutory holiday, as per Article 29. Between
               Christmas and New Year however, employees will be paid an
               equivalent of eight (8) hours for each of the five (5) plant
               holidays during this period.

     23.03.07  Vacation

               The vacation entitlement will be calculated in terms of twelve
               (12) hours, i.e.:

                        2 weeks = 2 x 3 days of 12 hours
                        3 weeks = 3 x 3 days of 12 hours
                        4 weeks = 4 x 3 days of 12 hours
                        5 weeks = 5 x 3 days of 12 hours
                        6 weeks = 6 x 3 days of 12 hours

               For the purpose of vacation entitlement, thirty-six (36) hours is
               equivalent to thirty-eight (38) hours paid.

     23.03.08  Sickness and Accident Plan

               Those employees with less than ten (10) years service will be
               treated according to the 8-8 rule. For the first day of sickness,
               all shall receive the equivalent of four (4) hours paid. If an
               employee works more than six (6) hours, he/she shall be paid for
               those hours worked and that day

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<PAGE>

                    will not be treated as a day of absence. If an employee
                    works less than six (6) hours and must leave due to sickness
                    and/or accident, he/she will be paid for those hours worked
                    and that day will be treated as a day of absence. If an
                    employee works less than four (4) hours and must leave due
                    to accident and/or sickness, he/she shall be paid the
                    equivalent of four (4) hours worked.

                   See also letter of intent #7.

                   * ARTICLE 24 - OVERTIME GENERAL PROVISIONS

24.01 Employees shall receive regular holiday pay in addition to double time for
      all hours worked on a plant holiday.

24.02 Except in the case of emergency, employees may request to be excused from
      working overtime providing such employees have a legitimate reason for
      being excused. Such legitimate reasons shall not be unreasonably denied
      and the Company agrees that, except in the case of emergency, employees
      who are required to work overtime, shall be so advised at least
      twenty-four (24) hours prior to the start of the overtime to be worked.

      When possible, the Company will schedule overtime on a voluntary basis.
      Overtime in excess of eight (8) hours per week is voluntary. Saturday
      overtime in any one week is voluntary for any employee who has already
      worked six (6) hours or more overtime in that week; this is not to be
      construed as circumventing the employee's right to request consideration
      to be excused from working overtime.

24.03 Every effort will be made to avoid the necessity for working overtime on
      Plant Holidays and employees will not be obligated to work on such days.
      When it is considered necessary to schedule holiday work, the Union will
      be notified as soon as possible. This does not apply to employees whose
      normal schedule requires them to work on a holiday.

24.04 The opportunity for overtime work shall be offered equally to those
      employees normally engaged on the work involved insofar as it is
      practical.

24.05 In the case of a grievance, the Union Representative shall have access to
      the records in respect of overtime hours.

      In the event that an inequity is discovered, the grieving employee will be
      given the opportunity to work the lost overtime hours within a period of
      six (6) weeks. This six (6) week period will commence upon receipt of a
      written grievance at the second step. In a case where this is not
      possible, the employee will be compensated for hours lost at the
      applicable rate.

                                       45

<PAGE>

      Should it be that because the employee is normally required to work
      overtime during that same period of time, and as a consequence, the
      make-up overtime cannot be offered to the individual, then the overtime
      lost will be paid to the individual.

      If a similar oversight occurs again, with any employee, within a period of
      three (3) months, within the same first-level managers' organization, the
      employee shall be compensated for hours lost at the applicable rate as
      soon as the inequity is discovered.

24.06 When by mutual agreement, working conditions are changed so that there
      shall be an extended shutdown of operations in conjunction with a plant
      holiday or for some other special reason, it is understood and agreed that
      all time worked to provide for loss of production, as a result of such
      shutdown, shall be at straight time rates and that no overtime shall be
      paid irrespective of any agreement made as contained in all other
      paragraphs of this Article. The signature of one of the officers of the
      Union and the designated management representative on the Company notice
      announcing such change, shall constitute agreement in accordance with the
      above.

See also letter of agreement #12.

                             * ARTICLE 25 - OVERTIME

25.01 This article applies to all employees except for employees on a twelve
      (12) hour schedule.

      25.01.01 The number of straight time hours in any one shift shall not
               exceed eight (8) hours.

      25.01.02 Overtime shall be paid for all time worked in excess of the
               standard hours of the assigned shift (not including overtime
               hours) in any twenty-four (24) hours, Monday to Saturday
               inclusive.

               Overtime will be paid for all hours worked in excess of the
               standard hours of the assigned shift during the interval of time
               from 7:00 a.m., 7:30 a.m. or 8:00 a.m. depending on the start of
               the shift of any one day to the end of the third shift of the
               same day. An employee who is required to report to work prior to
               the start of his regular shift, will be given the opportunity to
               work the full hours of his regular shift.

      25.01.03 Employees shall be paid for overtime.

               a)   One and one-half times their hourly rate for hours worked in
                    excess of the standard hours of their assigned shift but not
                    in excess of twelve (12) hours on any one shift.

                                       46

<PAGE>

               b)   Twice their hourly rate for hours worked in excess of twelve
                    (12) hours on any one shift.

               c)   One and one-half times their hourly rate for all time worked
                    (double (2) time after 8 hours) in the twenty-four (24)
                    hours of Saturday.

                    i)   For first and second shift employees, Saturday will be
                         from midnight Friday to midnight Saturday.

                    ii)  For third shift employees whose work-week commences
                         Monday night, Saturday will be from 7:00 a.m., 7:30
                         a.m. or 8:00 a.m. Saturday to 7:00 a.m., 7:30 a.m. or
                         8:00 a.m. Sunday depending on the shift start time.

                    iii) For third shift employees whose work-week commences on
                         Sunday night, Saturday will be from 11:00 p.m., 11:30
                         p.m. or midnight Friday to 11:00 p.m., 11:30 p.m. or
                         midnight Saturday, depending on the shift start time.

               d)   Twice their hourly rate for all time worked in the
                    twenty-four (24) hours of Sunday.

                    i)   For first and second shift employees, Sunday will be
                         from midnight Saturday to midnight Sunday.

                    ii)  For third shift employees, whose work-week commences
                         Monday night, Sunday will be from 7:00 a.m., 7:30 a.m.
                         or 8:00 a.m. Sunday to 7:00 a.m.,7:30 a.m., or 8:00
                         a.m. Monday depending on the shift start time.

                    iii) For third shift employees whose work-week commences on
                         Sunday night, Sunday will be from 11:00 p.m.,11:30 p.m.
                         or midnight Saturday to 11:00 p.m., 11:30 p.m. or
                         midnight Sunday, depending on the shift start time.

     25.01.04  An employee who commences work on an assignment during the hours
               of his regular shift and continues to work without interruption
               into the hours of his regular shift of the following day shall
               continue to be paid on an overtime basis.

               Periods of less than four (4) hours will not be considered as an
               interruption.

     25.01.05  Administration

                                       47

<PAGE>

                    It is understood and agreed by both parties that the Company
                    intends administering the provisions of the second paragraph
                    of this article as follows:

                    a)   Reference to voluntary overtime in excess of eight (8)
                         hours per week applies to work performed on Saturdays
                         only.

                    b)   Overtime worked during the regular work week is
                         understood to be limited to six (6) hours per week,
                         i.e., three (3) overtime hours on any two (2) regular
                         work days.

                    c)   In the case of overtime required on continuous process
                         operations, the number of overtime hours on any shift
                         will be four (4) hours.

         25.01.06   Break periods

                    The Company agrees that employees will not be required to
                    take a lunch break prior to commencement of overtime
                    following completion of their regular shift.

                    This agreement is dependent on the requirements that
                    uniformity of application must exist in order to enable the
                    Company to maintain an efficient operation. Should for any
                    reasons, employees demand a lunch break in a specific
                    department, then it will be necessary to terminate this
                    agreement as it applies to such department.

         25.01.07   Cancelled Overtime

                    In the case where scheduled overtime is cancelled, and
                    subsequently another employee, who does not normally work on
                    the specific job, is requested to carry out the overtime
                    work, then the lost overtime shall be paid to the employee
                    who normally would have performed the work. Such payment
                    shall be made within the pay period following the discovery
                    of the inequity.

See also letter of agreement #12.

                        ARTICLE 26 - ATTENDANCE INCENTIVE

N 26.01  On December 15th of each year, the Company will pay to the employees an
         amount equivalent to sixteen (16) times their regular hourly rate.
         Also, if the employee has had no absence during the year, he/she will
         get an additional payment equivalent to sixteen (16) times his/her
         regular hourly rate.

                                       48

<PAGE>

R 26.02 For employees who are not active employees on December 15th, the
        payment will be calculated as per the weeks worked after December 15th
        of each year.

N 26.03 Sickness absences of fifteen (15) days or more will be treated in
        accordance with the Sickness and Accident plan in effect at the
        ratification of the Agreement.

N 26.04 The actual Sickness and Accident plan will be modified in order to
        respect the 8-8 rule (8 hours without pay for employees with 10 years or
        more service; 16 hours without pay for employees with less than 10 years
        service.)

        Finally, the Sickness and Accident plan will be modified so that a
        medical certificate will be required for absences exceeding 24 working
        hours.

                       ARTICLE 27 - OFFSHIFT DIFFERENTIAL

27.01   The offshift differential will be $0.88 per hour from date of
        ratification. Employees working on second or third shift operations
        shall receive offshift differential for hours worked.

                        ARTICLE 28 - MINIMUM COMPENSATION

R 28.01 When an employee is called during his offtime to report for a work
        assignment outside his standard daily or weekly work schedule and within
        a twenty-four (24)-hour delay, it shall be considered a "called-in"
        emergency. However, when an employee is requested to remain late on a
        day on which he has reported for work or, when prior to leaving work, an
        employee is requested to report for work on a subsequent day at either
        his standard or non-standard starting time, it shall not be considered a
       "called-in" emergency.

28.02   When an employee is required to make extra trips from his residence to
        place of work and returns as a result of a "called-in" emergency, he
        shall be paid for two (2) hours' travelling time at straight time rates
        and shall receive overtime for any time worked.

        When an employee reports to work on a "called-in" emergency, he shall
        receive overtime for any time worked, or a minimum of four (4) hours'
        pay at the employee's base rate whichever is greater.

28.03   When the "called-in" emergency does not require extra trips but does
        involve reporting earlier than the starting time of his standard daily
        work schedule, one (1) hour's travelling time shall be paid and the
        employee shall receive overtime for time worked prior to his standard
        starting time.

28.04   Any employee who reports to work as usual and is sent home because no
        work is  available  shall be paid the equivalent of four (4) hours' work
        at his daywork rate

                                       49


<PAGE>

      provided such lack of work is not caused by power failure or any other
      event beyond the control of the Company.

28.05 Any employee required to work overtime on annual inventory will be
      guaranteed four (4) continuous hours of overtime work.

28.06 An employee loaned out on a job assignment outside of the Montreal area
      and vicinity, and travelling with the Company's authorization will:

      a)   Travel during regular working hours.

      b)   When job requirements demand that the employee travels out of regular
           working hours, he will be paid at straight time rates for all travel
           time between 6:00 a.m. and midnight.

      c)   Authorized trips home while on assignment should be planned to give
           the employee maximum time at home, (i.e. arrive at home 6:00 p.m.
           Friday - leave home 6:00 a.m. Monday).

28.07 Whenever a major snowstorm occurs and the Company is unable to operate in
      a normal manner because a limited number of employees have reported for
      work and there is no power failure, employees who report for their
      scheduled shift will be assigned, at the discretion of the Company, to any
      available work at their regular rate of pay for the balance of their
      shift. If the Company does not assign them to work but sends them home,
      they shall be paid four (4) hours of their regular rate of pay.

                           ARTICLE 29 - PLANT HOLIDAYS

29.01 Employees who are not required to work on the undernoted Plant Holidays
      will be paid for eight (8) hours at their hourly rate, provided that these
      holidays are officially observed on a day on which an employee would
      normally work, and provided that the employee receives pay for the working
      day preceding or the working day following a holiday. This shall not apply
      where an employee receives pay from the Company for such day for any other
      reason. Different provisions for plant holidays are in Article 23.

      R 29.01.01 - In 2001, the Plant Holidays will be fourteen (14) days as
follows:

                     Good Friday         April            13
                     Victoria Day        May              21
                     National Holiday    June             24
                     Canada Day          July             01
                     Labour Day          September        03
                     Thanksgiving        October          08

                                       50




<PAGE>

                      December 24, 25, 26, 27, 28, 31, January 1 and 2, 2002.

         R 29.01.02 - In 2002, the Plant Holidays will be as follows:

                      Good Friday                March            29
                      Victoria Day               May              20
                      National Holiday           June             24
                      Canada Day                 July             01
                      Labour Day                 September        02
                      Thanksgiving               October          14

                      December 23, 24, 25, 26, 27, 30, 31, January 1, 2003.

         R 29.01.03 - In 2003, the Plant Holidays will be as follows:

                      Good Friday                April            18
                      Victoria Day               May              19
                      National Holiday           June             24
                      Canada Day                 July             01
                      Labour Day                 September        01
                      Thanksgiving               October          13

                      December 24, 25, 26, 29, 30, 31, Jan.1 and 2, 2004.

         R 29.01.04 - In 2004, the Plant Holidays will be as follows:

                      Good Friday                April            09
                      Victoria Day               May              24
                      National Holiday           June             24
                      Canada Day                 July             01
                      Labour Day                 September        06
                      Thanksgiving               October          11

                      December 24, 27, 28, 29, 30, 31, Jan. 3, 2005 and Feb.14*,
                      2005.

         R 29.01.05 - In 2005, the Plant Holidays will be as follows:

                      Good Friday                March            25
                      Victoria Day               May              23
                      National Holiday           June             24
                      Canada Day                 July             01
                      Labour Day                 September        05
                      Thanksgiving               October                 10

                      December 26, 27, 28, 29, 30, January 2 and 3, 2006 and
                      Feb.12*, 2006.

                                       51

<PAGE>

        * If Federal/Provincial Governments proclaim any new legal holiday (e.g.
        Heritage Day), such day will supplant the fourteenth day.

29.02   When any of the above plant holidays falls on a Saturday or a Sunday, a
        compensating  day off will be granted on the first succeeding work day.

29.03   When a plant holiday falls on an employee's day off on any day Monday to
        Friday inclusive, such employee shall either receive an extra day off
        with pay or pay in lieu thereof at the discretion of the Company. Plant
        Holidays falling on Saturday shall be treated as ordinary days for pay
        purposes.

29.04   When a plant holiday occurs on a regular working day during an
        employee's vacation, the employee shall be entitled to one extra day as
        vacation with pay.

29.05   In order to determine plant holiday pay treatment, the day on which a
        shift starts shall govern all the hours of that shift.

29.06   The conditions for the six (6) and seven (7) day schedules are covered
        in Article 23.

                            * ARTICLE 30 - VACATIONS

30.01   Employees will become eligible for vacation with pay each year based on
        their continuous service with the Company as of June 30th of the
        current year, as follows:
<TABLE>
      <S>                   <C>                  <C>                         <C>
        One (1) full working  month but less than  two (2) full working months  1 day
        Two (2)               months               three (3)                    2 days
        Three (3)                                  four (4)                     3
        Four (4)                                   five (5)                     4
        Five (5)                                   six (6)                      5
        Six (6)                                    seven (7)                    6
        Seven (7)                                  eight (8)                    7
        Eight (8)                                  nine (9)                     8
        Nine (9)                                   ten (10)                     9
        Ten (10)                                   twelve (12)                 10
</TABLE>

Vacation pay, under this section, for employees with less than one (1) year of
continuous service, shall be computed on the basis of eight (8) hours at the
employee's rate for each day of vacation.

R 30.02 Less than 3 years of continuous service    According to CSD           4%
        After 3 years of continuous service
        but less than 10 years service             - three (3) wks            6%
        After 10 years of continuous service

                                       52

<PAGE>

         but less than 18                        - four (4) wks              8%
         After 18 years of continuous service
         but less than 28                        - five (5) wks             10%
         After 28 years of continuous service    - six (6) weeks.           12%

         30.02.01 Employees who complete service of: three (3) years, ten (10)
                  years, eighteen (18) years, twenty-eight (28) years, after
                  June 30th in the calendar year shall be entitled to vacations
                  in accordance with paragraph 30.02.

R 30.03  When an employee has been absent without pay for an accumulated period
         in excess of sixty (60) days, his vacation shall be reduced in
         accordance with the following table for each thirty (30) days of
         absence in excess of sixty (60) days:

<TABLE>
<CAPTION>
                                                                              Reduction in
         Continuous Service                                                   Vacation credit
         <S>                                                                  <C>
         Twelve            (12) months but less than three       ( 3) years      1 day
         Three             ( 3) years but less than ten          (10)            1-1/2 days
         Ten               (10) years but less than nineteen     (18)            2 days
         Eighteen          (18) years but less than twenty-nine  (28)            2-1/2 days
         Twenty-eight      (28) years and over                                   3 days
</TABLE>

30.04    Former employees who are laid off and recalled during the vacation year
         shall have their vacation entitlement calculated, as per letter of
         understanding # 11.

         However, if the accumulated vacation credits from their return to work
         are less than those which the employees would be entitled to, according
         to continuous service as at June 30th of the reference year, such
         employees will be given the opportunity to take the difference as time
         off without pay.

30.05    When a weekly or monthly rated employee is  transferred to an hourly
         rate, the vacation  period shall be based on his status as of June 30th
         in the current year.

R 30.06  The weekly rate of pay for vacation for employees shall be computed as
         follows:

         The vacation pay of every employee will be based on his/her average
         weekly earnings during the reference period (or part of reference
         period), from July 1st to June 30th of every year and according to the
         percentages stated at Article 30.02.

R 30.07  The first two weeks that fall completely in August shall be considered
         as the Standard Vacation Period during which the plant will be shut
         down insofar as possible, but wherever practical, the Company will
         provide work for those employees who are not eligible for vacation
         under this plan.

                                       53

<PAGE>

         30.07.01     Wherever practical, vacations will be given during the
                      last two (2) weeks in July and the first two (2) weeks in
                      August. The Company reserves the right to select employees
                      from those eligible for vacation to work during this
                      period, such employees will take their vacation at such
                      other time as may be arranged. In circumstances other than
                      emergency, when an employee is required to take his
                      vacation outside the Standard Vacation Period, he shall be
                      notified at least ninety (90) days prior to the
                      commencement of the Standard Vacation Period.

         30.07.02     Employees entitled to more than two (2) weeks of vacation
                      in the current year may be permitted to take such
                      additional weeks of vacation in the succeeding year,
                      provided such action does not interfere with the Company's
                      operations. Any such delayed vacation must be completed
                      not later than May 31st of such succeeding year.

30.08    Vacation allowance to employees on termination of service

         Employees whose service is terminated, except in the case of discharged
         employees, will receive their accrued vacation pay with C.O.L.A. under
         the Company's plan at time of termination of service.

         However, when an employee proceeds on vacation prior to pension but
         before the end of the reference period, pay shall be calculated based
         on the flat rate and will be readjusted following the end of the
         reference period.

R 30.09  The following rules relating to vacation shall apply:

         A)       Rescheduling of vacation at the Company's request

                  When vacation has been scheduled and then rescheduled at
                  Company's request and where an employee has been unable to
                  take the rescheduled vacation because of sickness or accident
                  disability, the Company may buy back the unused rescheduled
                  vacation at vacation rates (calculated on the reference
                  period), or grant such vacation after May 31st of the
                  succeeding year, provided such delayed vacation is completed
                  not later than June 30th of such succeeding year.

         B)       Rescheduling of vacation due to disability

                  If, while on vacation, an employee is hospitalized for a
                  period of over 3 vacation days or suffers a major disability
                  which incapacitates him for over 3 vacation days, the employee
                  may request a re-scheduling of vacation days lost.

                                       54

<PAGE>

                  Upon submission of satisfactory proof by the employee, such as
                  a written hospital report or a written medical report by the
                  treating physician, the Company Health Centre may approve the
                  request based on the review of circumstances of the case. If
                  approved, the Company Health Centre will advise the employee's
                  supervisor who will arrange the new vacation schedule dates.

         C)       Accrued vacation - Employee recalled

                  In the case where an employee is laid-off and recalled to work
                  before receiving a pay cheque for accrued vacations, the
                  Company shall take the necessary steps to cancel the said
                  cheque, unless the employee expresses the desire to accept it.

R 30.10  For purposes of application of Article 30.06, the Company agrees to
         maintain the existing following practice:

              "If the 52 weeks used for average earnings, meaning the reference
              period from July 1st to June 30th, include Company sickness and
              accident disability benefits at the rate of 66-2/3%, such benefits
              are built up to the equivalent of 8 or 12 (depending on the work
              schedule) hours times base rate for each day of such benefits
              before computing average weekly earnings."

         Moreover, the Company agrees that for the application of the practice
         mentioned above, the same treatment will be applied for short-term
         disability employees at the rate of 90% and for employees receiving
         benefits as per the Act respecting Industrial Accidents and
         Occupational Disease.

         Any other more advantageous modification brought to this administrative
         practice will have precedence over the preceding practice.

See also letter of understanding # 11.

                  ARTICLE 31 - PENSION PLAN AND OTHER BENEFITS

31.01    The Company will provide a Pension Plan and Other Benefits as fully
         described in the Pension/Benefits Appendix to this Agreement.

31.02    The Company agrees that, during the life of the current Agreement,
         there will be no reduction in the benefits provided by certain
         Company-wide programs.

                        ARTICLE 32 - PRODUCTION STANDARDS

32.01    When an employee fails to meet the output rates established in new or
         revised production standards, the Company practice of adjusting staff
         and re-examining

                                       55

<PAGE>

        lay-out, methods, materials and other related factors will be followed
        in an attempt to correct the problem. Should the employee continue to be
        unable to meet the required output, the Company will arrange a meeting
        with the Union Representative to discuss the pertinent data related to
        the problem before any further action is taken by the Company.

                     * ARTICLE 33 - COST OF LIVING ALLOWANCE

R 33.01 The Statistics Canada February 2001 Consumer Price Index (1992 base)
        published in March 2001 (115.2) will be the base for all calculations of
        the cost of living allowance.

R 33.02 The amount of the Cost of Living Allowance will be calculated on
        changes, upward or downward, in the Consumer Price Index (1992). This
        calculation will be in accordance with the following schedule:

                              Published in (and
                              payable in the
        CP Index for          first pay period
        the month of          thereafter)              COLA Formula

        2001 August               September            $0.01 for each 0,0679
             November             December             change in the CPI (1992
        2002 February             March                base)


        2002 May                  June                 $0.01 for each 0,0679
             August               September            change in the CPI (1992
             November             December             base)
        2003 February             March

        2003 May                  June                 $0.01 for each 0,0679
             August               September            change in the CPI (1992
             November             December             base)
        2004 February             March

        2004 May                  June                 $0.01 for each 0,0679
             August               September            change in the CPI (1992
             November             December             base)
        2005 February             March

        2005 May                  June                 $0.01 for each 0,0679
             August               September            change in the CPI (1992
             November             December             base)
        2006 February             March

                                       56



<PAGE>

         2006     May              June                  $0.01 for each 0,0679
                                                         change in the CPI (1992
                                                         base)

         The adjusted Cost of Living Allowance will be paid from the beginning
         of the pay period following publication of the index.

         In no event will a decline in the Consumer Price Index (1992) below the
         base figure published in March 2001 (115.2) result in a reduction in
         the negotiated wage scales.

         Furthermore, no change, retroactive or otherwise, will be made due to
         any revision in any published Statistics Canada Consumer Price Index
         figures.

R 33.03  The cost of living allowance payable under the prior agreement
         has been folded into all wage schedules as follows:

         a)    Effective date of ratification, $0.40 of the $2.05 (June 2001)
               has been folded into all schedule rates and the remaining $1.65
               per hour shall continue to be paid in addition to wage rates.

         b)    Effective June 10, 2002, an additional $0.40 of the $2.05 has
               been folded into all schedule rates and the remaining $1.25 per
               hour shall continue to be paid in addition to wage rates.

         c)    Effective June 10, 2003, an additional $0.45 of the $2.05 has
               been folded into all schedule rates and the remaining $0.80 per
               hour shall continue to be paid in addition to wage rates.

         d)    Effective June 10, 2004, an additional $0.40 of the $2.05 has
               been folded into all schedule rates and the remaining $0.40 per
               hour shall continue to be paid in addition to wage rates.

         e)    Effective June 10, 2005, an additional $0.40 of the $2.05 has
               been folded into all schedule rates.

R 33.04  Continuation of the allowance is dependent upon the availability of the
         official monthly Statistics Canada Consumer Price Index (1992 base)
         calculated on the same basis and in the same form as that published in
         March 2001.

33.05    Employees shall receive Cost of Living Allowance for all hours worked.
         The following are considered as worked hours:

         - Straight time hours worked
         - Overtime hours actually worked (excluding overtime allowance hours)
         - Plant Holidays
         - Vacation Hours paid for

                                       57

<PAGE>

         - Bereavement time paid for
         - Jury Duty or Court Attendance time paid for.

See also article 30.

                      ARTICLE 34 - WAGE ADMINISTRATION PLAN
                             GROUPS B-E INCLUSIVELY
                                  MONTREAL AREA

34.01    Hiring Rate

         34.01.01     A newly hired employee will be started at the entry rate
                      for the assigned group and will follow the progression
                      schedule of the group as per Article 39.

34.02    Rerating after upgrading

         34.02.01     An employee who is upgraded will be placed on the group
                      rate of the new job effective at the beginning of the
                      payroll period immediately subsequent to the date of the
                      upgrade.

         34.02.02     An employee upgraded to fill a temporary vacancy, caused
                      through vacation, emergency requirements, or temporary
                      fluctuations in workload, will be rerated to the group
                      rate of the new job effective at the beginning of the
                      payroll period immediately subsequent to the date of such
                      temporary assignment to the higher group. (When the
                      temporary assignment is completed, the employee will be
                      downgraded and derated in accordance with paragraph
                      34.03.02).

         34.02.03     An employee reinstated or upgraded to a former group will
                      be rerated to the group rate, effective at the beginning
                      of the payroll period immediately subsequent to the date
                      of reinstatement.

34.03    Rerating after downgrading

         34.03.01     When an employee is downgraded, he will be derated to the
                      group rate of the lower group at the beginning of the
                      payroll period one month after the date of downgrading.

         34.03.02     An employee downgraded following a temporary assignment
                      will be derated to the group rate of his former group at
                      the beginning of the payroll period immediately subsequent
                      to the date of downgrading.

                                       58

<PAGE>

                       ARTICLE 35 - PRODUCTION TECHNICIANS

If during the life of the collective labour agreement the Company hires
production technicians, the Company and the Union shall negotiate the working
conditions and salaries for this group of employees.

                      ARTICLE 36 - WAGE ADMINISTRATION PLAN
                      APPRENTICES A1 AND A2 - MONTREAL AREA

36.01    Apprentices A1 and A2 will commence at the rate to be determined by
         means of entrance qualifying exams administered by an independent
         source and will advance on a progression schedule, (defined in article
         40). Progression through the grades will take place by means of
         qualifying exams (practical and theoretical).

36.02    A new employee who passes the qualifying exams for a grade A3 level job
         for which he applies, will start at grade A1. After 2,000 hours, he
         will be reclassified at A2 and after 4000 hours, he will be
         reclassified at grade A3, if he possesses the licences, or when he
         possesses them.

36.03    Apprentices A1 and A2 who have reached a progression step shall remain
         at their current grade level until they have passed the qualifying
         exams for the next grade level as outlined in the job description for
         their trade.

36.04    Apprentices A1 and A2 who have passed their qualifying exams as in
         paragraph 36.03 above, will be rerated to the appropriate trades
         classification retroactively to the date of their reaching the
         progression step providing such qualifying exams are passed under
         normal circumstances within three (3) months of said date.

36.05    Apprentices A1 and A2 who have been at a progression step rate for
         three (3) months and have failed the qualifying exams, as outlined in
         paragraph 36.03 above, shall be granted a three (3) month extension in
         order to pass the qualifying exams.

         An extension could be given to an employee who, for reasons out of his
         control, cannot meet the delays prescribed.

         Apprentices A1 and A2 who pass the qualifying exams during the
         extension period shall be rerated to the appropriate trades
         classification retroactive to the start of their extension period.

         Failure to pass the qualifying exams during the extension period could
         result in removal of these employees from the apprentice A1 or A2
         category and these employees could either be relieved or transferred to
         a non-trade assignment if vacancies are available. The Company will
         arrange a meeting with the Union

                                       59

<PAGE>

         representative to discuss the pertinent data related to the problem
         before any action is taken by the Company.

                          ARTICLE 37 - RATE PROTECTION

37.01    Rate Protection due to the Effect of Lack of Work or Job Re-Evaluation

         Employees with five (5) years or more of continuous service downgraded
         through no fault of their own, from a group to which they were
         assigned, will maintain the rate of pay in effect at time of downgrade
         during the life of this agreement.

         During the protection period, employees will be granted rate
         adjustments resulting from contract negotiations based on the group
         held prior to the downgrade.

R 37.02 Rate Protection will only cease under the following conditions:

         a)     Downgrade to any group at employee's own request.

         b)     Refusal to take a higher graded job up to the protected group
                where the incumbent possesses the qualifications for that job.
                When such a job becomes available, the Company will notify the
                employee in writing, with copy to the union.

         c)     Failure to meet job requirements, if assigned to a similar job
                and given a period of orientation.

         d)     Refusal to accept his former job(s) or failure to meet the job
                requirements of his former job(s) up to the protected group
                level.

37.03    Prior to the removal of rate protection from an employee under
         sub-sections (b), (c) or (d), the Company will arrange a meeting with
         the Union Representative to discuss the pertinent data related to the
         problem before any further action is taken by the Company.

37.04    Rate Protection - Recall

         Employees with ten (10) years or less of continuous service who return
         from a lay-off in excess of one (1) year shall return to the rate of
         pay for the assigned group.

         Employees with more than ten (10) years of continuous service who
         return from a lay-off in excess of two (2) years shall return to the
         rate of pay for the assigned group.

         Employees returning from elected lay-off shall return to the rate of
         pay for the assigned group.

                                       60

<PAGE>

                          * ARTICLE 38 - SKILLED TRADES

38.00    This article is aimed to complete and clarify the work conditions
         related to skilled trades group but not to restrict or reduce the
         impact of the rest of the collective agreement for this group.

R 38.01  When found necessary, the Company will establish in consultation
         with the Union an evaluation and training program, in any of the
         following skilled trade competency fields:

         Toolmaking-Machining             Calibration
         Electro-Electrical               Mechanic machine fix (mechanical pit)
         Mechanical
         Plumbing, HVAC

38.02    For purposes of filling a skilled trades vacancy, a trades employee who
         transfers back to the bargaining unit, after an absence of less than
         three (3) years, shall have his service with the Company credited as
         Union service immediately. If the trades employee returns to the
         bargaining unit, after an absence of more than three (3) years, he will
         be credited immediately with prior Union service in the bargaining
         unit. After one (1) year in the bargaining unit, the Union service of
         the trades employee affected will be adjusted on the basis of full
         Company continuous service.

38.03    When lack of work necessitates decreasing the skilled trades work
         force, A3 trades employees will be retained first in preference to
         apprentices, A1 and A2 employees in that sequence.

38.04    The Company will provide opportunities, when the need arises, to all
         available trades employees to keep abreast of technological advances in
         their trades. The opportunity for such training will be given to those
         employees provided they are willing and have the prerequisite academic
         qualifications or the relevant experience to be so trained.

         Trades employees who require specialized training will be chosen at the
         Company's discretion. Other employees of the same trade group will
         receive the same training within a reasonable amount of time not
         exceeding six (6) months. If necessary, a six (6) month extension
         period will be granted to complete such training following prior
         discussion between the Company and the Union.

         A letter will be sent to the Union listing the names of the candidates
         selected prior to them proceeding on course; such a list will also
         include the names of those employees who refused offered training.

                                       61

<PAGE>

38.05    The Company shall limit the use of outside contractors and will advise
         weekly (on Thursday) for the next week, in writing, the district
         representative. Such notice will describe the nature of work and the
         number of outside contractors by trade.

         Outside contractors will not perform work normally performed by trades
         employees while any such trades employees immediately available to do
         the work are surplus, about to be laid off or are on layoff. This
         restriction will not apply to work assignments of limited duration (5
         days).

         No contractor (journeyman) will get a job in the bargaining unit before
         it is offered to employees laid off or about to be laid off.

         * See also article 24 re: overtime.

         38.05.01     Whenever possible, the Company will endeavour to have
                      skilled trades work performed by Company skilled
                      tradesmen. Consequently, work requests initiated by
                      technology or engineering of manufacturing groups will be
                      channeled through a designated trades department manager,
                      prior to such work being contracted to outside suppliers.
                      The Union must be advised prior to such work being sent
                      outside.

38.06    Emergency "call-in"

         In reference to articles 28.02 and 28.03:

         i)     When a trades employee reports to work on a "called-in"
                emergency, he shall receive overtime for any time worked, or a
                minimum of four (4) hours pay at the employee's base rate
                whichever is greater.

         ii)    A trades employee who is called in, due to emergency, to work
                outside his regular shift and continues to work into his regular
                shift shall continue to be paid at his overtime rate until the
                completion of the work on the emergency assignment and will then
                revert back to his standard hourly rate for the balance of his
                regular shift.

38.07    The Company will repair or replace tools which the trades employee can
         show were broken, damaged or worn during the proper use of such tools
         in the performance of Company duties. In addition, the Company will
         replace stolen tools provided that the tradesman has taken reasonable
         precautions to prevent such losses.

         38.07.01     The Company will continue to provide annually appropriate
                      wearing apparel to tradesmen. Damaged wearing apparel will
                      be repaired or replaced by the Company provided that
                      trades employees can show that it was damaged during
                      proper use in the performance of their duties.

                                       62

<PAGE>

38.08    a)  Company  employees, other than skilled trades personnel, shall not
             perform work normally assigned to trades employees.

         b)  The Company agrees to consult with the Union, wherever any changes
             to skilled trades work is contemplated.

38.09    An apprentice A1, A2 or A3 who is obligated to pass an examination to
         qualify as a trades employee or a trades employee who is obligated by
         law to renew his licence or applies for an additional specialization
         may do so, on Company time, without loss of pay. Payment shall be made
         after submission of proof by the employee indicating that he has passed
         the examination.

38.10    When an employee returns to a production group from a trades
         classification as a result of lack of work, his salary rate will be
         adjusted according to the provisions of article 34.03.01 or 37.

38.11    Effect of lack of work

         38.11.01 - Selection of Surplus

                    When lack of work necessitates decreasing the work force,
                    the employee with the least acquired service in his actual
                    trade group shall be selected from the declared surplus job;
                    ability also being considered and provided that the Company
                    shall have the right to maintain an efficient work force.

                    It is understood that the term acquired service in this
                    article is defined as the number of years worked in a
                    specific trade within the skilled trades group.

                    It is also understood that an employee who changes trade
                    will see the acquired service in his former trade added for
                    bumping purposes.

         38.11.02 - Bumping/Layoff Procedure

                    a) A surplus employee shall bump in the same trade the
                       employee with the less acquired service.

                    b) If the surplus employee is about to be laid off and was
                       originally transferred to the trades classification from
                       production groups, he shall have the right to fill any
                       production vacancy subject to the provisions of article
                       12.

                    c) If unable to fill a vacancy under (b) above, and if such
                       surplus employee was transferred from production, he
                       shall have the right

                                       63

<PAGE>

                    to displace the employee having the less seniority within
                    production, as per the provisions of article 12.

               d)   The employee placed under (b) and (c) above will be paid
                    according to the provisions of article 34.03.01 or 37.

               e)   If the surplus employee about to be laid off has had no
                    prior production experience in the Company, but has the
                    qualifications to fill a production vacancy, he shall have
                    the right to fill such a vacancy subject to the provisions
                    of article 12 and shall be paid as in (d) above.

      38.11.03 In the event that an employee of the trades group faces a layoff,
               after having exercised all bumping rights according to the
               collective labour agreement, the latter will be able to bump
               within the trades group by Union service in a trade he has
               already occupied.

38.12 Wage administration trades employees, apprentices A1, A2 and A3

      38.12.01 The Wage Administration Plan covering goups A, B, C, D and E also
               applies to trades employees, apprentices A1, A2 and A3.

      38.12.02 The Company will post notices of job vacancies for trades
               employees (A3 Group), apprentices A1 and A2. The Company agrees
               that written applications outlining their qualifications for the
               job received from employees within three (3) working days will be
               considered before any hirings are made.

      38.12.03 a) A vacant position that is filled by the reinstatement of an
                  employee in the prior position he had been demoted from,
                  because of a lack of work, will not be posted.

               b) An employee who takes a vacant position posted for a trade for
                  which he does not have the appropriate analysis number will be
                  considered as a new employee, as defined in article 36. In the
                  event that there are surplus employees in the trades group,
                  the selection of the employee will be at first within the
                  skilled trades group. Failure to qualify in the new trade, the
                  employee shall exercise his bumping rights in accordance with
                  article 38.11 for the trades job in which the employee is
                  qualified.

               c) The selection of an employee to fill a vacant position for
                  which he possesses the analysis number will be done by
                  acquired service.

38.13     The Company agrees to post an overtime list of all trades employees.
          This list will be updated weekly and will include refusals.

                                       64



<PAGE>

         Such list shall also be forwarded weekly to the Union head office.

See also letter of intent # 10.

                                       65

<PAGE>

                            ARTICLE 39 - RATES OF PAY
                               GROUP A-E INCLUSIVE
                                  MONTREAL AREA

<TABLE>
<CAPTION>
===============================================================================================================================
                       GROUP                   Effective          Effective         Effective       Effective       Effective
                                             June 10 2001       June 10 2002      June 10 2003    June 10 2004    June 10 2005
-------------------------------------------------------------------------------------------------------------------------------
===============================================================================================================================
<S>                    <C>                  <C>               <C>               <C>             <C>               <C>
Group A - New employee only
-------------------------------------------------------------------------------------------------------------------------------
From 0 to less than 12 months                     $15,00             $15,00            $15,00          $15,00          $15,00
-------------------------------------------------------------------------------------------------------------------------------
From 12 to less than 24 months                                       $17,42            $17,42          $17,42          $17,42
-------------------------------------------------------------------------------------------------------------------------------
From 24 to less than 36 months                                                         $18,50          $18,50          $18,50
-------------------------------------------------------------------------------------------------------------------------------
From 36 to less than 48 months                                                                         $19,59          $19,59
-------------------------------------------------------------------------------------------------------------------------------
From 48 to less than 60 months                                                                                         $20,68
-------------------------------------------------------------------------------------------------------------------------------
60 months and more / Group A at 21.77*            $21,77             $21,77            $21,77          $21,77          $21,77
-------------------------------------------------------------------------------------------------------------------------------
Group B                                           $22,84             $23,47            $24,27          $25,04          $25,94
-------------------------------------------------------------------------------------------------------------------------------
Group C                                           $23,47             $24,10            $24,91          $25,69          $26,60
-------------------------------------------------------------------------------------------------------------------------------
Group D                                           $23,85             $24,49            $25,31          $26,09          $27,01
-------------------------------------------------------------------------------------------------------------------------------
Group E                                           $24,09             $24,74            $25,56          $26,34          $27,27
===============================================================================================================================
-------------------------------------------------------------------------------------------------------------------------------
* Compensated by lump sum payments
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       66

<PAGE>

                            ARTICLE 40 - RATES OF PAY
                              TRADES CLASSIFICATION
                                  MONTREAL AREA
<TABLE>
<CAPTION>
       ===============================================================================================
                                             Progression schedule in hours worked
       -----------------------------------------------------------------------------------------------
       -----------------------------------------------------------------------------------------------
             CLASS                                  2000         4000         6000          8000
       -----------------------------------------------------------------------------------------------
       ===============================================================================================
       -----------------------------------------------------------------------------------------------
       <S>                                          <C>          <C>           <C>          <C>
       Effective June 10 2001
       -----------------------------------------------------------------------------------------------
                      Apprentice                   20,70
       -----------------------------------------------------------------------------------------------
                      A1                                        22,04
       -----------------------------------------------------------------------------------------------
                      A2                                                     26,67
       -----------------------------------------------------------------------------------------------
                      A3                                                                   27,96
       -----------------------------------------------------------------------------------------------
       Effective June 10 2002
       -----------------------------------------------------------------------------------------------
                      Apprentice                   21,31
       -----------------------------------------------------------------------------------------------
                      A1                                        22,66
       -----------------------------------------------------------------------------------------------
                      A2                                                     27,34
       -----------------------------------------------------------------------------------------------
                      A3                                                                   28,64
       -----------------------------------------------------------------------------------------------
       Effective June 10 2003
       -----------------------------------------------------------------------------------------------
                      Apprentice                   22,08
       -----------------------------------------------------------------------------------------------
                      A1                                        23,45
       -----------------------------------------------------------------------------------------------
                      A2                                                     28,20
       -----------------------------------------------------------------------------------------------
                      A3                                                                   29,52
       -----------------------------------------------------------------------------------------------
       Effective June 10 2004
       -----------------------------------------------------------------------------------------------
                      Apprentice                   22,81
       -----------------------------------------------------------------------------------------------
                      A1                                        24,21
       -----------------------------------------------------------------------------------------------
                      A2                                                     29,02
       -----------------------------------------------------------------------------------------------
                      A3                                                                   30,36
       -----------------------------------------------------------------------------------------------
       Effective June 10 2005
       -----------------------------------------------------------------------------------------------
                      Apprentice                   23,66
       -----------------------------------------------------------------------------------------------
                      A1                                        25,09
       -----------------------------------------------------------------------------------------------
                      A2                                                     30,00
       -----------------------------------------------------------------------------------------------
                      A3                                                                   31,37
       -----------------------------------------------------------------------------------------------
</TABLE>

                                       67

<PAGE>

                    ARTICLE 41 - PROTECTION FOR EMPLOYEES ON
                             WORKFORCE RESTRUCTURING

41.01    In the event the Company decides to:

         a)     fully close its plant facility or,

         b)     do any or all of the following:

                i)    transfer work out of the bargaining unit to another
                      Company location,

                ii)   transfer work out of the bargaining unit

                iii)  purchase components or parts, currently being produced by
                      employees in the bargaining unit, from sources outside
                      NORDX/CDT,

                iv)   permanently eliminate jobs for reasons other than market
                      fluctuations,

                and as a direct result either:

                .     10% or more of employees in the bargaining unit
                      (including those on S&A benefits and Workers Compensation
                      but excluding employees laid off and on L.T.D. benefits),
                      or

                .     10% or more of all bargaining unit employees within an
                      individual skill group, as set out in the "NOTE" below.

                are given, during any period of ninety (90) days, Workforce
                Restructuring notices, the provisions set out below will apply,
                as specified.

         c)     do what is set out in Article 15.1 of the COEU salaried
                agreement and, as a direct result, employees in the hourly
                bargaining unit at the same facility or business are to be given
                layoff notices within the same ninety (90) day period.

         For the purposes of determining whether the percentages in paragraph
         41.01 b) have been reached, all notices, as described, which have not
         been cancelled during the operative ninety (90) day period will be
         counted.

         Notices which have been counted in the determination that the
         percentages in paragraph 41.01 b) have been reached cannot be counted
         again.

41.02    The Company will meet with the Union thirty-five (35) weeks in advance
         of the date of the plant facility closure, or eighteen (18) weeks in
         advance of layoff occuring as a result of business closure or
         circumstances set out in paragraph b) above. Following this meeting,
         the parties will meet again to discuss opportunities to retain or
         replace work with the aim of minimizing the reduction of employees,
         including using attrition to manage the extent of such reductions.

         It is understood that such discussions are to be conducted on a
         confidential basis and the Union undertakes to guard the
         confidentiality of them.

                                       68

<PAGE>

41.03    The Company will advise the Union and the employees at least sixteen
         (16) weeks in advance of layoffs or as legislation dictates whichever
         is greater. This obligation will not apply retroactively to the layoffs
         which did not, at the time notices were given, meet the percentages set
         out in paragraph 41.01 b) but together with subsequent layoffs,
         resulted in these percentages being met within the ninety (90) day
         period. This obligation will not apply to employees given notice of
         layoff due to the circumstances set out in paragraph 41.01 b) which
         occur in another skill group within the same ninety (90) day period but
         do not meet the percentage set out in paragraph 41.01 b).

41.04    In the circumstances set out in paragraph 41.01 b) above and during the
         first thirty (30) days of the notice period under paragraph 41.03
         above, employees within each affected skill group will be offered the
         opportunity to retire early with a lump sum calculated in accordance
         with the Voluntary Retirement Option set out in paragraph 41.08 below
         and in accordance with the following:

         a)     Employees who are eligible for an early retirement with a Class
                A or B pension will be offered, in descending order of Union
                service, the first opportunity and, if the number set out in
                41.04 b) below has not been exceeded, employees eligible for an
                early retirement with a Class C pension will be offered in the
                same way the remaining opportunity, if any. After this,
                employees who qualify for bridging, in accordance with Company
                practice (for a maximum of 104 weeks) to any of the above
                Classes, will be offered in the same order of Class and in the
                same way any opportunity which was not taken.

         b)     The total number of those retiring under 41.04 a) shall not
                exceed 100% of the number of employees within each affected
                skill group:

                i)   who have been given notice(s), pursuant to paragraph 41.03,

                ii)  who have contributed to the percentages in paragraph 41.01
                     b) being reached,

                iii) who have received notices of Restructuring in the
                     circumstances set out in paragraph 41.01 b) within the
                     prior portion of the particular ninety (90) day period and
                     are within the same business or skill group.

                                       69

<PAGE>

         c)     Pension dates shall be no later than the end of the notice
                period, except in the circumstances set out in paragraph 41.01
                a) when unused vacation credits may be used to reach a pension
                date.

         d)     The affected skill groups will be those included for the
                purposes of paragraph 41.01 b).

41.05    In the circumstances described in paragraph 41.01, the affected
         employees who have received notice pursuant to paragraph 41.03 may
         request a transfer to a job vacancy within the bargaining unit and
         selection shall be made as per Article 12.

         The Company shall provide the appropriate training where required for
         the employee to perform the job in a satisfactory manner.

41.06    In the event that the Company moves an operation pursuant to 41.01 or a
         job to another Company location outside of the bargaining unit, the
         following procedure will apply:

         a)     An employee on an affected job will exercise his bumping rights
                in accordance with the Collective Agreement.

         b)     If the employee is unable to maintain his grade under (a) above,
                he may request to be transferred at the same or another Company
                location, if a vacancy is available and local collective
                agreements permit. The Company will provide job training where
                required for the transferred employee to perform the job in a
                satisfactory manner.

         c)     In the event the Company moves a plant facility to any other
                location in Quebec during the life of this Agreement, the
                Company agrees that employees will have a preferred right to be
                transferred with their job to the new location.

         d)     If, as a result of such a move of operation or job, the employee
                is required to move to a location greater than eighty (80)
                kilometers from his present location, the Company will pay
                reasonable moving costs.

         e)     The Company will give sixty (60) days notice, whenever possible,
                to employees who are to be transferred to a new location.

41.07    All employees, laid off pursuant to notices given under paragraph 41.03
         or pursuant to notices within the same skill group(s) as a result of
         the circumstances set out in paragraph 41.01 b) within the particular
         ninety (90) day notice period, will be entitled to choose to take the
         Supplementary Unemployment Benefits (SUB) to which they are entitled
         under Article 13 or to elect to be terminated and forfeit their recall
         rights by receiving severance pay allowance in accordance with the
         following table:

                                       70

<PAGE>

         Continuous service                                     Severance pay

         1 year but less than 2 years                              1 week
         2 years but less than 3 years                             2 weeks
         3 years but less than 4 years                             3 weeks
         4 years but less than 5 years                             4 weeks
         5 years but less than 6 years                             7 weeks
         6 years but less than 7 years                             8 weeks
         7 years but less than 8 years                             9 weeks
         8 years but less than 9 years                            10 weeks
         9 years but less than 10 years                           11 weeks
        10 years but less than 11 years                           14 weeks
        11 years but less than 12 years                           17 weeks

         Three weeks additional pay for each full year of continuous service
thereafter.

         In the event the Company decides to fully close the plant facility, the
         above Severance table will be modified to reflect the entitlements
         contained in the Layoff Allowance table in Article 13.02.

         An employee who elects to be terminated and forfeit recall rights after
         the end of the notice period and who is in receipt of the Supplementary
         Unemployment Benefits (SUB) will be subject to the following penalty:

                                  Penalty Table

         Week after expiration                              Benefit Groups
         of notice period completed                     1          2         3

                     1                                  0          0         0
                     2                                  0          0         0
                     3                                270        310       390
                     4                                540        620       780
                     5                                810        930      1170

         Thereafter, each subsequent
         week's penalty will increase by:             270        310       390
                                                      ---        ---       ---
         until 52 weeks                               470        490       540

         Note :   The above listed table will be adjusted by the Company each
                  quarter to reflect changes in COLA and base rates.

                                       71

<PAGE>

         In the circumstances described in paragraph 41.01 a), employees may, if
         eligible and upon Company approval, proceed on pension prior to the
         commencement of layoff. They will be entitled to receive a lump sum
         payment in accordance with the formula set out in paragraph 41.08.

41.08    Voluntary Retirement Option

         The lump sum paid in connection with the exercise of the Voluntary
         Retirement Option will be as follows:

         a)     Employees eligible for an early retirement with a Class A, B
                or C pension will be paid twenty-six (26) weeks of regular
                weekly wages, except those employees having thirty (30) years
                of pensionable service prior to the end of the notice period
                who shall be paid $27,000 or twenty-six (26) weeks of regular
                wages, whichever is greater.

         b)     Employees who qualify for bridging to the above Classes will be
                entitled to sixteen (16) weeks of regular weekly salary.

         NOTE:

         Skill groups shall be defined as follows:

                  -        Production
                  -        Skilled trades

                       ARTICLE 42 - MODIFICATION, RENEWAL
                                 AND TERMINATION

R42.01   This Agreement shall become effective on June 10, 2001 and shall remain
         in full force and effect up to and inclusive of June 9, 2006. The
         terms of this agreement, may be changed or amended by mutual consent
         of the parties hereto, such changes or amendments shall take the form
         of Appendices to the original agreement.

42.02    Either party may give to the other party a written notice of its desire

         to amend, modify or terminate the Agreement, said notice to be sent
         not more than ninety (90) days prior to the date of termination.
         Within ten (10) days after such notice is given, a conference shall be
         held for negotiations.

42.03    After written notice of modification or termination has been given by
         either party within ninety (90) days preceding the date of termination
         indicating the parties' desire to negotiate for a new agreement or for
         the revision of the present agreement, all the conditions contained in
         the present agreement shall be considered as remaining in force during
         such time as may elapse before it is found

                                       72

<PAGE>

         that the parties are unable to reach agreement and the right to strike
         or lock-out has been acquired or until a new or modified agreement is
         completed.

42.04    Collective bargaining concerning the modification and/or renewal
         of this Agreement shall be conducted by the duly authorized bargaining
         representatives of the Company and the duly authorized bargaining
         representatives of the Union. The parties to such bargaining shall
         notify each other of the names of such representatives and of any
         subsequent changes which may occur.

IN WITNESS thereof the parties thereto have executed this Agreement on June 10
2001 in the City of Pointe-Claire.

FOR THE COMPANY                        FOR THE UNION

----------------------------------     -----------------------------------------

Guylaine Branchaud                     Gary Carter

----------------------------------     -----------------------------------------

Stephen Augustine                      Daniel Bourdeau

----------------------------------     -----------------------------------------

Dominique Larouche                     Serge Letourneau

----------------------------------     -----------------------------------------

Michael O'Reilly                       Jacques Legault

----------------------------------

Claude Sauve

                                       73

<PAGE>

                R # 1 - LETTER OF INTENT - DEFINITION OF "GROUPS"

For the purpose of the application of the Collective Labour Agreement, the term
"Group" applies for all Nordx/CDT employees.

The group A employees with an hourly pay rate different than $16.18 at the date
of ratification will have their pay rate frozen, but will receive the COLA
fold-in and the annual increases as lump sum payment. Moreover, lump sum
contributions will be made to their pension plan and OT hours worked will be
compensated.

This situation will prevail until the pay rate for all group A employees catches
the pay rate of the employees mentioned above.

For clarification of this letter and for indicative purpose only, the following
will reflect the equivalence between old classifications (grades and levels) and
the new classification (groups):

Job titles                  Analysis #      Grade        Level         Group
Receiving agent               120            26            2             B
Quality auditor               301            27            3             C
Blue room & dry test          108            27            3             C
Braider operator              116            25            1             A
Sr Bix cond. regl.            122            28            4             D
Bruderer conduc. regl.        113            27            3             C
Tool inspector                403            27            3             C
FEP isolating line            119            28            4             D
PVC isolating line            102            27            3             C
Locate operator               109            25            1             A
Warehouse selector            201            26            2             B
Assembly operator             115            25            1             A
Bix DVO operator              112            26            2             B
Jacketing operator            105            27            3             C
Packaging auditor             117            27            3             C
Reelex                        107            25            1             A
Shop clerk                    111            25            1             A
Trucker primary               29937A         24            1             A
Strander 4PR operator         104            25            1             A
Trucker final                 29937B         24            1             A
Twisters TT                   103            25            1             A
Bekaert                       101            26            2             B
Strander 26 operator          194            26            2             B
Lab. operator connectivity    26165          26            2             B
Plastic molding               114            27            3             C
RMA cycle count               202            26            2             B
Shipping coordinator          11576          27            3             C

                                       74

<PAGE>

Strander #2                   184            25            1             A
Twister-Rewinder              29935          25            1             A
Oiler                         404            26            2             B

                           R # 2 - LETTER OF AGREEMENT
                                      FUNDS

         One Cent Per Hour Paid

         The Company and the Union will meet to discuss and mutually agree on
         the use of the one cent ($0.01) per hour, per employee, for all hours
         paid from the date of ratification of this Agreement onward.

         Charitable Fund

         Effective on the date of ratification, the Company shall make quarterly
         contributions to the Charitable Fund equal to $0.02/hour for each
         straight time hour worked. All contributions shall be forwarded to
         registered Canadian charitable organizations, such as St. Justine
         Hospital and Montreal Children's Hospital.

                            R # 3 - LETTER OF INTENT
                                RETIREMENT TERMS

         For purposes of the application of Article 41 and Letter # 6, the
         Company agrees to interpret the following retirement terms as follows
         and as described in the pension plan defined in the benefits manual:

<TABLE>
<CAPTION>

                       Male                                    Female

<S>                        <C>          <C>                    <C>          <C>
         Class A       Age 60 + Service 20                 Age 60 + Service 20
                                                           Age 55 + Service 20 if employed
                                                           by Nortel in May 1973

         Class B       Age 55 + Service 30 (voluntary)     Age 55 + Service 25 (voluntary)
                       Age 55 + Service 25 (early)

         Class C       Service 30                          Service 30
</TABLE>

                                       75

<PAGE>

                             # 4 - LETTER OF INTENT
                                   GAINSHARING

2001 06 10

Mr. G. Giarrusso
President
Canadian Union of Communication Workers
502 - 90e avenue
LaSalle (Quebec) H8R 2Z7

Dear Mr. Giarrusso,

In order to improve the performance of the plant, both the Company and the Union
agree to introduce a Gainsharing Incentive Program based on factors which impact
the profitability and/or proper functioning of the plant.

The elements and payout schedules will be determined by the Company on an annual
basis.

The Company agrees to communicate the cumulative results of the program on a
periodic basis. Information required for the proper understanding of the program
will be shared with the Union and a joint committee will be formed to monitor
and communicate the results of the program.

The Company will annually revise the contents of the program and will
communicate it to the Union by August 15 of the current year.

Yours truly,

Guylaine Branchaud
Director, Human Resources

                                       76

<PAGE>

                             # 5 - LETTER OF INTENT
                                    STUDENTS

     Summer students' hiring will be allowed between May 15 and August 15 of
     each year. Those students will not accumulate continuous service nor Union
     service.

     No students' hiring will be allowed when there are employees of any group
     on layoff.

     The summer students' salary will be $10.00 per hour for the duration of the
     Collective Labour Agreement.

                             # 6 - LETTER OF INTENT
                             PRE-RETIREMENT PROGRAM

1.   Definition

     An employee who is eligible for pension (class A or B) or will be eligible
     within the next twelve (12) months may request to participate on a
     voluntary basis in the pre-retirement program. After a period of twelve
     (12) months maximum, he shall proceed on pension. The Company will not
     refuse such requests without valid reason and will inform the Union when
     employees proceed on this program.

2.   Conditions

     a)   The employee will be requested to work three (3) or more regular work
          days per week and will have such work days scheduled two (2) weeks in
          advance.

     b)   For the duration of the program, continuous service will be
          accumulated as if the employee was working regular hours.

     c)   For the duration of the program, the employee will be requested to
          work on a job at the same group, or lower to that which he held prior
          to his participation in the program and for which he is qualified or
          possesses the qualifications. The employee will maintain the rate of
          pay in effect at the time of his participation.

     d)   An employee who participates in the pre-retirement program will be
          entitled to all Company benefits including sickness and accident. For
          the purpose of calculating sickness and accident benefits, the first
          day of absence will be the employee's first scheduled work day.

     e)   Vacation pay will be calculated as if the employee was normally at
          work.

                                       77

<PAGE>

     f)   An employee who is selected for a job vacancy must terminate his
          participation in the pre-retirement program.

     g)   If mutually agreed to, this program may be extended only once for an
          additional twelve (12) months.

3.   Re-instatement

     a)   The employee must notify his immediate manager if he wishes to
          terminate his participation in the pre-retirement program. He will be
          reinstated within three (3) weeks of such request to his former job or
          exercise his bumping rights in accordance with article 12.

     b)   An employee who terminates his participation in the pre-retirement
          program may not re-apply.

                            R # 7 - LETTER OF INTENT
                  MOVEMENT IN AND OUT OF VARIOUS SHIFT PATTERNS

     2001 06 10

     Mr. G. Giarrusso
     President
     Canadian Union of Communication Workers
     502 - 90e avenue
     LaSalle (Quebec)  H8R 2Z7

     Dear Sir,

     The following describes the understanding between the Company and the Union
     with reference to shift pattern changes.

     The Company may implement a five (5), six (6) or seven (7) day shift
     pattern whenever it effectively addresses the Company's business/customers'
     needs. Should business needs require more than a 15 shift operation, the
     Company will normally first move to a 6-day pattern prior to a 7-day
     pattern. Should production schedules warrant a 7-day pattern immediately,
     the Company will meet with the Union to verify if the demands of the
     operation are being met. The expected duration of shift pattern changes
     will be for a minimum of twelve (12) calendar weeks.

     The Company will give thirty (30) days advance notice to the Union before
     implementing such changes. The Union will be given the opportunity for full
     discussions and will have the opportunity to suggest alternatives. The
     Company will consider these alternatives prior to making the changes.

                                       78

<PAGE>

         Yours truly,



         Guylaine Branchaud
         Director, Human Resources

                             # 8 - LETTER OF INTENT
                            SURPLUS MACHINE OPERATOR

         As a clarification of the application of clauses 12.05.02 and 12.05.03,
         in the case of a surplus machine operator group B and above, before
         filling a vacancy:

         a)     The most junior machine operator on the job analysis in the
                department affected will displace a shorter Union service
                employee, on a job for which he is qualified, down to group B.

         b)     When the operator is unable to displace at group B, he will be
                allowed to displace a shorter Union service helper at group A
                within his department before displacing a shorter Union service
                helper at group A in the business unit.

                  Reference: article 12B.

                          # 9 - LETTER OF INTENT - RATE
                     ADJUSTMENT FOR EMPLOYEES ON DISABILITY

         Rate adjustments resulting from contract negotiations will also be
         applied to employees who are receiving disability benefits in
         accordance with the Company's Plan, at the time these rate adjustments
         become effective.

         Reference: article 39 & 40.

                                       79

<PAGE>

                            R # 10 - LETTER OF INTENT
                               DEFINITION OF TERMS

         In order to ensure the correct understanding of this Collective
         Agreement, the following definitions shall prevail:

         a)     Similar

                A similar job means a job in which 50% or more of the content
                corresponds to the content of a job for which the incumbent is
                qualified.

         b)     Orientation

                Orientation refers to training of the type given on a promotion
                in order to complete the qualifications required for a job
                similar to the one previously held.

         c)     Possesses the qualifications

                Possesses the qualifications refers to an employee having the
                skills, ability and experience to do a job.

         d)     Qualified

                Qualified refers to an employee having satisfactorily performed
                the job previously, excluding temporary assignments and
                temporary postings.

         e)     Consult

                It is understood that in application of this Collective
                Agreement the wording "Agreed to consult with the Union" is
                defined as: "Agreement to inform, discuss with and consider the
                opinion of the Union and/or the District Representative".

         f)     Familiarization

                The following clarification applies to all references to
                familiarization periods contained in this collective agreement:

                It is understood that by the end of the familiarization period,
                the employee should have achieved, or through continuous and
                progressive improvement must have demonstrated the potential to
                achieve, the rates as defined in the production standards.

         g)     Temporary Assignments

                A "temporary assignment" means an assignment due to a workload
                increase for a period of less than a month or an assignment to
                replace an employee on a leave of absence.

         Reference: articles 12B and 38.

                                       80

<PAGE>

                         # 11 - LETTER OF UNDERSTANDING
                              VACATION CALCULATIONS

         It is understood that, in the application of article 30.06, employees
         who are laid off and recalled during the period of July lst to June
         30th of the following year shall have their vacation entitlement
         calculated as follows.

         The actual number of days on layoff will be calculated and sixty (60)
         days will be subtracted from this total. The difference will be divided
         by thirty (30) and each such complete thirty (30) day period will
         reduce the employees' vacation entitlement by the appropriate amount,
         as outlined in the article 30.05 vacation reduction table.

         Examples of the above application are as follows:

         Example A

         Layoff date         Recall date                         Days absent

         Jan. 15             Feb.27                Jan.          =       16
                                                   Feb.          =       26
                                                                         --
                                                   Total         =       42

         April 26            May 16                April         =       04
                                                   May           =       15
                                                                         --
                                                   Total         =       19

                             Total days absent                   =       61
                             Subtract 60 days                    =    -  60
                                                                         --
                             Difference                          =        1 day

         Thirty (30) day periods = 0, therefore, no reduction in vacation
         entitlement.

         Example B

         Employee with eleven (11) years of continuous service.

         Layoff date         Recall date                         Days absent

         Jan. 14             Mar. 28               Jan.          =       17
                                                   Feb.          =       28
                                                   March         =       27
                                                                         --
                                                   Total         =       72

         April 22            June 20               April         =       08
                                                   May           =       31
                                       81

<PAGE>

                                                   June        =         19
                                                                         --
                                                   Total       =         58

                             Total days absent                 =        130
                             Subtract 60 days                  =        -60
                                                                       ----
                             Difference                        =         70 days

         Thirty (30) day periods = 2, therefore, vacation entitlement reduction
would be:

                  Two 30-day periods x 2 days each = 4 days reduction.

         Therefore, in this example, the employee would
         have a potential vacation of                                    20 days
         Vacation paid on layoff (July 1-Jan.14) would have been        -12
                                                                        ---

         Difference                                                       8

         Reduction as per above                                          -4
                                                                       ----

         Remaining paid vacation entitlement                              4 days

         Reference: article 30.

                          N # 12 - LETTER OF AGREEMENT
                                    OVERTIME

WHEREAS since the signing of the collective agreement which was signed on June
10th 1996, the operation on a twelve (12) hour shift schedule has led to various
difficulties of application and differences of interpretation regarding articles
24.04 and 24.05 of the collective agreement;

WHEREAS the parties have agreed upon and wish to set out the manner in which
these provisions shall be interpreted and applied;

THE PARTIES HAVE THEREFORE AGREED AS FOLLOWS:


1)       The overtime opportunities referred to in article 24.04 shall be
         offered to active employees within the same job analysis number and
         within the same team (i.e. Unit 1 - teams 1 and 2; or Unit 2 - teams 3
         and 4) (hereinafter referred to as the "Job/Unit"). Hours are to be
         calculated based on their overtime hour-value.

2)       Overtime  opportunities will be calculated over six (6) week periods
         established by the Company and the Union (hereinafter designated
         "Reference Period").

                                       82

<PAGE>

3)       Article 24.04 will be deemed respected if the difference in hours of
         overtime attributed from the top to bottom employee in the Job/Unit
         over the Reference Period is forty-eight (48) hours or less.

4)       The remedy set out in article 24.05, 2/nd/ paragraph shall apply only
         to those active employees, if any, in the Job/Unit who are in the said
         deficit position of more than forty-eight (48) hours, and only to the
         extent necessary to reduce the said deficit to forty-eight (48) hours.

5)       Should however the said deficit not be reduced to forty-eight (48)
         hours within the next Reference Period or the six (6) week recovery
         period set out in article 24.05, 2/nd/ paragraph, whichever is longer,
         the compensation provided for in article 24.05, 3/rd/ paragraph will
         then be paid to the employee or employees at the blended rate in the
         next  pay period so as to bring the deficit to forty-eight (48) hours;
         in such event, the number of hours of overtime attributed to the
         employee or employees will be adjusted to take into account this
         payment (e.g. P-12).

6)       No deficit hours will be paid in the event they resulted from the
         application  of "F or U Codes" as describe in the following point 9.

7)       For the purposes of article 24.04 and of calculating overtime hours
         attributed to employees, each employee will be attributed all hours of
         overtime offered whether actually worked or not.

8)       For greater  certainty,  the following overtime hours will be
         attributed to employees who otherwise could have worked these hours:


         (a) hours of overtime available for employees whom the Company is
             unable to reach by telephone to offer the overtime, which shall be
             recorded as MESS-20 or MESS-24;

         (b) hours of overtime refused by the employee shall be recorded as
             R-20 or R-24;

         (c) hours of overtime worked by others where employees are deemed
             unavailable, as in the following situations:

(i)   employees on a scheduled vacation day (excluding plant holidays) recorded
      as VP-20 or VP-24;

(ii)  employees on sick leave, recorded as D-20 or D-24;

(iii) employees on light duty, recorded as LD-20 or LD-24; (according to medical
      restrictions, employees may be allowed to perform OT if permitted by
      his/her physician)

(iv)  employees absent because of an employment injury, recorded as CSST-20 or
      CSST-24.

                                       83

<PAGE>

9)    In addition, the following special rules of computation of attribution of
overtime hours apply:

      (a) in the event of an interdepartmental transfer or an inter Unit
          transfer, employees will be attributed the average number of overtime
          hours in their new Job analysis number once their training has been
          completed; (training should not exceed 6 working days for Group A jobs
          and a period mutually agreed upon by the parties for all the other
          jobs)

      (b) should an employee neglect to notify the Company at least twelve (12)
          working hours before the start of any scheduled overtime (i.e.
          overtime accepted by the employee that he is unable toT report to work
          he will be attributed twice the scheduled overtime hours (e.g. F-40 or
          F-48);

      (c) similarly, should an employee fail to finish the full number of hours
          of scheduled overtime, the employee will be attributed that number of
          hours, plus four (4) (e.g. U-26 or U-32);

      (d) The OT database will be posted weekly in a mutually agreed location.


10)   Similarly, the foregoing provisions apply in the context of 12-hour shift
      operations; should operations be modified to an eight (8)-hour shift
      basis, overtime hours attributed to employees will be reset to zero(0),
      but, the Company shall endeavour to apply the provisions of article 5
      above to any deficit of greater than forty-eight (48) hours then existing.

11)   Employees on overtime loaned within the manufacturing operations will be
      attributed all overtime hours that exceed forty-eight (48) hours within
      a six (6)-week reference period; the code reflected will be L-20 or  L-24.
      The Company understands the Union's concerns at this point regarding
      potential favouritism; hence the Company agrees to meet and discuss with
      the Union, upon request from its part, regarding the application of this
      point, one (1) year after the date of the ratification of the Letter of
      Agreement.

12)   For greater certainty, the provisions of the present Letter of Agreement
      do not apply to any 8-hour shift operations.

Reference: article 24 and 25

                                       84

<PAGE>

                          N # 13 - LETTER OF AGREEMENT
                            RETIREMENT ALLOWANCE PLAN

In case of an employee's death, the Company agrees that the actuarial estimate
of the Retirement allowance plan (RAP) will be transferred to the legal
succession of the employee who was eligible to the allowance before his decease.
However, only the portion accountable to Nordx/CDT will be transferred.

                            R # 14 - LETTER OF INTENT
                                 BENEFITS MANUAL

         2001 06 10

         Mr. G. Giarrusso
         President
         Canadian Union of Communication Workers
         502 - 90e avenue
         LaSalle (Quebec)  H8R 2Z7

         Dear Sir,

         During the transaction between Nortel and Nordx in 1996, the benefits
         manual effective then was transfered to Nordx, without being re-printed
         nor modified.

         The Company then agrees to adapt the manual "Your Benefits Program"
         from Northern Telecom in order for it to reflect the actual reality and
         to print them in sufficient quantity to give a booklet to every
         employee.

         The Company agrees to proceed to the adaptation and printing of the
         manual in the best delays following the ratification of the Agreement.

         Yours truly,


         Guylaine Branchaud
         Director, Human Resources

                                       85

<PAGE>

                        N # 15 - LETTER OF UNDERSTANDING
                                GROUP A EVOLUTION

The group A employees with an hourly pay rate of $16.18 at the date of
ratification will follow a progression scale considering their seniority at the
date of ratification. Therefore, the more an employee has seniority at the date
of ratification, the faster he/she will attain the maximum pay rate of the
group.

The wage table according to years of service at ratification date will be the
following:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                              Effective
--------------------------------------------------------------------------------------------------------
 Seniority on June      On June 10   On June 10    On June 10    On June 10    On June 10    On June 10
      10 2001            2001          2002          2003          2004          2005          2006
<S>                     <C>          <C>           <C>           <C>           <C>           <C>
--------------------------------------------------------------------------------------------------------
 Less than 24
      months             17.17         18.16         19.20         20.19         21.18         21.77
--------------------------------------------------------------------------------------------------------

 From 24 to less
 than 36 months          17.76         18.75         19.79         20.78         21.77         21.77
--------------------------------------------------------------------------------------------------------

 From 36 to less
 than 48 months          18.35         19.34         20.38         21.37         21.77         21.77
--------------------------------------------------------------------------------------------------------

 From 48 to less
 than 60 months          18.94         19.93         20.97         21.37         21.77         21.77
--------------------------------------------------------------------------------------------------------
 60 months and
      more               19.53         20.52         20.97         21.37         21.77         21.77
--------------------------------------------------------------------------------------------------------
</TABLE>

                        N # 16 - LETTER OF UNDERSTANDING
                    MANAGEMENT OF GROUP A EMPLOYEES AT $21.77

The Company and the union agree that the Group A employees paid at the pay rate
of $21.77 as per letter of agreement no.1 of the collective agreement will be
managed as per the following system:

Each of these employees shall identify upon ratification of the collective
agreement three (3) jobs of Group B or higher, which will form his list of
preferential jobs, according to his own personal choice.

When a job will be posted that will be part of the list of preferential jobs of
the employees mentioned above, the employees who have it in their list will have
to apply, if not they will stop receiving the lump sum payments prescribed by
letter of agreement no. 1. The job will be given to the applicant having the
most seniority, provided that no other employee having more seniority has
applied.

                                       86

<PAGE>

In the case where a group B or higher job is posted but is not included in any
list of preferential jobs, it will be offered by seniority to the employees
receiving the lump sum payments. If no employee accepts the job, it will be
given to the employee receiving the lump sum payments having the least
seniority, provided that no other employee having more seniority has applied.

                        N # 17 - LETTER OF UNDERSTANDING
                                BENEFITS INCREASE

The Company agrees to provide the following increases to the benefit package of
the bargaining unit employees:

- Glasses: coverage increased to $180 (an employee will be able to use this
  $180 amount for a laser visualoperation,one time)
- Para-medical fees: coverage increased to $750
- Massotherapy ($10 by treatment paid by the employee)

                        N # 18 - LETTER OF UNDERSTANDING
                    SUPPLEMENTARY UNEMPLOYMENT BENEFITS (SUB)

1. In the case of a laid-off employee's death, the provisions of paragraph 41.07
of this agreement shall apply to the estate.

2. Layoff Allowance and Lump Sum Payment

      a)  An employee with fifteen (15) or more years of continuous
          service may elect to receive a layoff allowance in a single
          payment. This option is not subject to qualification for UIC.
          The entitlement for this single payment will be as follows:

          Continuous service at date of layoff                  Layoff allowance

          Period                     But                        No. of
          completed                  Less Than                  weeks' pay

          15 years                   16 years                   22 weeks

          Three (3) weeks additional allowance for each full year of continuous
          service thereafter.

      b)  The payment will be based on the employee's regular work week
          hours (excluding overtime) and on his equivalent weekly rate of
          pay at the date of layoff excluding COLA.

                                       87

<PAGE>

         c)     The layoff allowance shall be based on the employee's overall
                continuous service after deducting the amount received as a
                result of previous layoff excluding the layoff allowance
                received prior to 1988.

         d)     Should this individual be later recalled within a time interval
                shorter than that covered by the number of weeks of layoff
                allowance granted, the amount of layoff allowance paid to the
                employee for the excess number of weeks shall be considered as
                an advance in pay by the Company and repayable through payroll
                deductions at the rate of 10% of such employee's wages per pay
                period.

         e)     In subsequent layoffs, the layoff allowance of an employee who
                previously elected a lump sum payment shall be based on his
                overall continuous service after deducting the amount received
                as a result of previous layoffs. Furthermore, his layoff
                allowance entitlement at any future date shall not be restored.

         f)     An employee electing to receive Supplementary Unemployment
                Benefits forfeits selection of a single payment on any
                subsequent layoff.

         g)     Should a situation arise, beyond the control of the Company,
                which necessitates the layoff of more than 50% of the workforce,
                employees affected may elect only the SUB plan.

3.       An employee having at least five (5) years of continuous service can
         forfeit his recall rights and receive a layoff allowance in a lump sum.
         The layoff allowance shall be one (1) week of salary for each full year
         of continuous service.

4.       Layoff Allowance and Supplementary Unemployment Benefits

         It is agreed that in the event of major changes to the Unemployment
         Insurance regulations negatively impacting the payment under the
         Supplementary Unemployment Benefit Plan, the Company agrees to revert
         to the former layoff allowance plan, with the schedule of the 1996-2001
         collective labour agreement, if so requested by the Union.

                                       88

<PAGE>

                     APPENDIX "A" - PENSION BENEFITS
              FOR EMPLOYEES GROUPS A, B, C, D, E AND TRADES

   1.   PREAMBLE

   1.1  This appendix, which shall form part of the Collective Labour Agreement
        (hereinafter called the "Agreement"), describes amendments to those
        plans which shall be in effect for active employees during the term of
        the Agreement, information relating to cost sharing, and reference to
        preservation of those Company plans which are not contractually
        covered.

   1.2  The effective dates of amendments of these plans, where applicable, are
        are noted in the relevant paragraphs hereafter.

   1.3  The term applicable shall be as defined for the Agreement, except with
        respect to the Pension Plan which shall be for the term from June 10,
        2001 to the end of the collective agreement.

   1.4  Agreements with respect to the plans described in this appendix may be
        changed or amended by mutual consent of the parties hereto, with such
        changes or amendments to be in the form of appendices to the Agreement.
        The benefits payable under these Company plans will remain unchanged in
        the event of changes in Government plans. If legislation is introduced
        to increase the level of coverage to be provided, benefit design may be
        changed to maintain the current cost sharing level. Any changes to
        these plans must be cost neutral to the employer. The duration of the
        Agreement cannot be affected by such changes or amendments.

   1.5  The plans, hereinafter called the "Plan(s)" covered by this appendix
        shall be continued automatically at the expiry of the Agreement until a
        new agreement is ratified or until the Union is entitled by law to
        commence legal strike or the Company is permitted to lockout.

   1.6  For the purposes of this appendix, the following definitions shall
        prevail:

        1.6.1  Benefit Group shall mean the categories of job classifications or
               groups determined as follows:

                Benefit Group           Group               Class

                    1                     A               23 to 25
                    2                    B, C             26 to 27
                    3                    D, E             28, 29 & Trades

         1.6.2 "Eligible dependents" shall mean, for purposes of paragraphs 2,
               3, 4, 5, 9 and 10 of this appendix:

                                       89

<PAGE>

              (i)   "Spouse" means the individual of the opposite sex or same
                    sex who is legally married to the employee and not living
                    separate and apart from the employee or, if the employee
                    so elects, who is not living with the employee at the time
                    of the employee's death; or if neither of these is
                    applicable a person of opposite sex or same sex who is not
                    married to the employee, but is an individual with whom
                    the employee has been cohabiting for a period of one year
                    immediately preceding the employee's death and who had
                    been publicly represented as the domestic partner of the
                    employee.

              (ii)  Unmarried natural or legally adopted, dependent children
                    of the employee or spouse who are:

                    1) living or deemed to be living with the employee
                       including those where support for benefit coverage
                       has been dictated by a court order; and

                    2) (a)    under age 21, or

                       (b)    over age 21,but not over age 25, and are full-time
                              students at an accredited college or university;
                              and,

                    3) (a)    Canadian citizens, or

                       (b)    landed immigrants;

              (iii) physically or mentally handicapped financially dependent
                    children, regardless of age, provided:

                    a)   they were handicapped and dependent prior to age 21, or

                    b)   they were handicapped and dependent between age 21 and
                         age 25 and were full-time students at an accredited
                         college or university at the time they became
                         handicapped and dependent.

                    (c)  (i)  Canadian citizens, or

                         (ii) landed immigrants;

              (iv)  Dependent parents.

              The above eligible dependents shall be ranked in descending
              order of priority.

   1.7    "Spouse" shall mean, for the purpose of paragraph 11 of this appendix:

                                       90

<PAGE>

     a)   the person of the opposite sex who is legally married to the employee
          or, if the employee so elects, is not living with the employee at the
          time of the employee's death; or

     b)   the individual of the opposite sex who is not married to the employee,
          but is an individual with whom the employee has been cohabiting for a
          period of one year immediately preceding the employee's death and who
          had been publicly represented as the domestic partner of the employee;
          or

     c)   such other individual who is required to be recognized as the spouse
          of the employee pursuant to the Quebec Supplemental Pension Plans Act,
          for the application of particular provisions of the Plan.

1.8  All employees hired after February 2, 1996 shall become eligible for
     coverage under the Plans referred to in paragraphs 2, 3, 4, 5, 8 and 9 on
     the first day of the month following the month in which the employee
     completes 12 months' continuous service.

2.   INSURER'S SUPPLEMENTARY HOSPITAL PLAN

     The Company will continue to provide the insurer's Supplementary Hospital
     Plan as in effect immediately prior to the term of the Agreement. The cost
     of this Plan will be paid by the employees, including any increases in
     premiums during the term of the Agreement.

3.   INSURER'S EXTENDED HEALTH CARE PLAN

     The Company will continue to provide the insurer's Extended Health Care
     Plan as in effect immediately prior to the term of the Agreement. The cost
     of this Plan will be paid by the Company, including any increases during
     the term of the Agreement relating to the services covered by the Plan.

4.   INSURER'S VISION CARE PLAN

     The Company will continue to provide the insurer's Vision Care Plan as in
     effect immediately prior to the term of the Agreement. The cost of this
     Plan will be paid by the Company.

R 5. INSURER'S DENTAL PLAN

5.1  The Company will continue to provide a Dental Plan as in effect immediately
     prior to the term of the Agreement, with coverage for expenses incurred up
     to December 31, 2001, on the basis of the 2000 Quebec Dental Association
     Schedule for General Practitioners for the services covered by such Plan.
     The cost of this Plan, including any increases during the term of the
     Agreement, will be paid by the Company.

                                       91

<PAGE>

5.2  Effective January 1, 2002, the 2001 Quebec Dental Association Schedule for
     General Practitioners will apply.

5.3  Effective January 1, 2003, the 2002 Quebec Dental Association Schedule for
     General Practitioners will apply.

5.4  Effective January 1, 2004, the 2003 Quebec Dental Association Schedule for
     General Practitioners will apply.

5.5  Effective January 1, 2005, the 2004 Quebec Dental Association Schedule for
     General Practitioners will apply.

5.6  Effective January 1, 2006, the 2005 Quebec Dental Association Schedule for
     General Practitioners will apply.

6.   SICKNESS AND ACCIDENT PLAN

6.1  The Company will continue to provide a Sickness and Accident (S&A) Plan as
     in effect immediately prior to the term of the Agreement.

6.2  For the purpose of determining eligibility for payment under this Plan,
     hospitalization shall mean treatment as an in-patient or on admission to a
     Day Surgery Unit for procedures conducted under a general anesthetic or
     either under intravenous anesthetic or local anesthetic where such
     procedures had been formerly required to be done under general anesthetic.

R 7. LONG TERM DISABILITY PLAN

7.1  The Company will continue to provide the Long Term Disability (LTD) Plan as
     in effect immediately prior to the term of the Agreement.

7.2  Effective June 10, 2001, this Plan will provide monthly income benefits in
     accordance with the following schedule for those eligible employees whose
     S&A Plan benefits expire after May 31, 2001.

<TABLE>
<CAPTION>
         Benefit Group                        Monthly income
         <S>                                  <C>
                  1                                $1800
                  2                                $1925
                  3                                $2200
</TABLE>

7.3  During the period for which an employee is eligible to receive LTD Plan
     benefits, participation will continue in the following Plans:

               .    Supplementary Hospital
               .    Health Care

                                       92

<PAGE>

         .    Dependent Life
         .    Retiring Allowance Plan
         .    Pension
         .    Group Life Insurance - Parts I and II
         .    Survivor Transition Benefit

     Coverage for Group Life Insurance - Parts I & II and the Survivor
     Transition Benefit in effect at the date of disability will prevail during
     the period for which an employee is eligible to receive LTD Plan benefits.

7.4  For those eligible employees whose S&A Plan benefits expire after date of
     ratification, for the purposes of determining eligibility for the first
     twelve (12) month period under the LTD Plan, disability shall mean that an
     employee is unable to perform the duties of any job in the bargaining unit
     on a full-time basis. Following expiry of such period, disability shall
     mean that an employee is disabled to an extent preventing performance of
     any job for which the employee is reasonably suited by education, training
     and experience.

     Notwithstanding the above definition, if it is confirmed that an employee
     is eligible for primary disability benefits under the Canada/Quebec Pension
     Plan, this employee will then be also eligible for benefits under the LTD
     Plan.

7.5  LTD Plan benefits shall not be terminated without at least one (1) month's
     notice to the recipient unless the employee returns to work.

R 8. GROUP LIFE INSURANCE PLAN

8.1  The Company will continue to provide, on an optional basis to employees,
     life insurance through Group Life Insurance Plan - Part I, hereinafter
     called "Part I", as in effect immediately prior to the term of the
     Agreement except as indicated in 8.1.1 and 8.1.2 below.

     8.1.1   The entire cost of the Plan will be paid by the Company.

     8.1.2   The Plan will provide insurance coverage under Part I in accordance
             with the following schedule for those eligible employees whose
             insurance coverage is in effect on the date of ratification.

<TABLE>
<CAPTION>
                      Benefit Group              Insurance Coverage
                      <S>                        <C>
                            1                        $33,000
                            2                        $34,500
                            3                        $37,000
</TABLE>

     8.1.3   Employees retiring with a pension date on or after the date of
             ratification, will continue to have insurance coverage under Part 1
             in accordance with the following schedule:

                                       93

<PAGE>

<TABLE>
<CAPTION>
               Benefit Group                Insurance Coverage
               <S>                          <C>
                     1                            $28,000
                     2                            $29,500
                     3                            $32,000
</TABLE>

       and will continue to have the reduction formula in effect as of the date
       of ratification.

R 8.2  The Company will continue to provide, on an optional basis to
       employees, life insurance through Group Life Insurance Plan - Part II,
       hereinafter called "Part II", as in effect immediately prior to the term
       of the Agreement, except as indicated herein below.

       The premium rates for Part II for each $1000 of coverage will be as
       follows:

<TABLE>
<CAPTION>
                                     Monthly Cost
                            Male                        Female
        Age          Smoker      Non-Smoker        Smoker     Non-Smoker
       <S>           <C>         <C>               <C>        <C>
       to 35         $0.12          $0.06          $0.05         $0.03
       36-45         $0.25          $0.12          $0.12         $0.07
       46-55         $0.59          $0.32          $0.28         $0.18
       56-60         $0.89          $0.65          $0.53         $0.36
       61-64         $1.69          $0.99          $0.79         $0.55
</TABLE>

       The smoker rates apply to anyone who has smoked a cigarette or used any
       tobacco product one time in the past year.

       These rates will be adjusted as per renewal arrangements made with the
       carrier.

8.3    The Company will continue to provide, on an optional basis to employees,
       life insurance through the Dependent Life Plan as in effect immediately
       prior to the term of the Agreement, except as indicated herein below.

       The premium rates for Dependent Life will continue to be:

<TABLE>
<CAPTION>
             Spouse             Child               Monthly Rate
             <S>               <C>                  <C>
             $ 5,000            $2,500                 $1.35
             $10,000            $5,000                 $2.69
             $25,000           $10,000                 $6.24
</TABLE>

       These rates will be adjusted as per renewal arrangements made with the
       carrier.

8.4    The other terms and conditions of this Plan will remain in full force and
       effect as reflected in the applicable insurance contract.

                                       94

<PAGE>

9.       SURVIVOR TRANSITION BENEFIT PLAN

9.1      The Company will continue to provide a Survivor Transition Benefit Plan
         as in effect immediately prior to the term of the Agreement subject to
         paragraph 1.6.2.

9.2      During the period which an eligible dependent is in receipt of STB,
         participation will continue in the following Plans but the cost will be
         paid by the Company:

         .     Extended Health Care Plan
         .     Dental Plan
         .     Vision Care Plan

R 10.    RETIREMENT ALLOWANCE PLAN

10.1     The Company will continue to provide a Retirement Allowance Plan as in
         effect immediately prior to the term of the Agreement subject to
         paragraph 1.6.2. The Retirement Allowance Schedules and formulae will
         be based on the following:

         R 10.1.1    The amounts set out in the schedules in effect immediately
                     prior to this agreement will be increased on the 2000
                     schedule by 3% on June 10 of 2001, by 3% on June 10 of
                     2002, by 2% on June 10 of 2003 and by 1% on June 10 of
                     2004.

10.2     Employees will be entitled to payment under the Plan if, as of their
         pension date, they have at least ten (10) years of continuous service.
         The amounts set out in the Schedules will be payable monthly commencing
         with the month in which the pension date falls and continuing until the
         month age 65 is reached, except that for retirement at age 65 there
         will be only one payment.

R 10.3   An employee entitled to the Retirement Allowance Plan may elect to
         receive, either as a lump sum or as monthly payments during any period
         up to age 71, the present value of the scheduled amount discounted at
         the rate prescribed for the first fifteen (15) years for non-indexed
         pensions, for the month in which the payment of the benefits commences
         under the Canadian Institute of Actuaries Recommendations for the
         computation of transfer values from registered pension plans effective
         on June 1st 1996 or at the date of calculation.

10.4     If a retired employee who is entitled to a retirement allowance dies
         prior to all payments being made, the remaining payments will be paid
         monthly on the same basis to eligible dependents.

10.5     Where employees retire with a class E pension and are entitled to a
         retirement allowance, the amount as set out in the Schedule will be
         reduced actuarially for each month by which the employee's age is less
         than 65.

R 11.    PENSION PLAN

                                       95

<PAGE>

R 11.1   Effective June 10, 2001, the Company has replaced the Northern
         Telecom Negotiated Pension Plan by a defined contribution pension plan.
         The defined contribution pension plan will include, subject to the
         approval of the supervisory pension authorities, the provisions
         specified below during the applicable term stated in paragraph 1.3
         above.

11.2     All employees will be eligible to participate to the defined
         contribution pension plan.

11.3     Service under the defined contribution pension plan will be defined as
         continuous service with the Company, including the continuous service
         with Northern Telecom up to February 2, 1996.

11.4     Base earnings under the defined contribution pension plan will be
         defined as the basic remuneration, exclusive of such items as overtime
         pay, special bonus, Company contributions to any benefit plan, or other
         extra earnings.

         Basic remuneration will mean the employee's standard hourly wages
         determined by multiplying his hourly base rate of pay by the number of
         regularly scheduled hours assigned to his job classification.

         Base earnings in respect of any period of absence from work will mean
         the rate in effect immediately prior to such absence.

11.5     Employees participating to the defined contribution pension plan will
         be able to contribute through payroll deduction and/or make lump sum
         contributions subject to the limitations of the Income Tax Act and
         Regulations.

         Such employee contributions will be voluntary.

R 11.6   The Company contributions to the defined contribution pension plan will
         be determined as follows:

         i)   Basic Contributions

              The Company will contribute a percentage of the employee's base
              earnings. For a given calendar year, such percentage will be
              determined in accordance with the following schedule which is
              based on the sum of the employee's age and service on January 1st
              of the said calendar year.

<TABLE>
<CAPTION>
         Sum of Age and Service                          Basic Company Contributions
          (in completed years)                               (% of base earnings)
         <S>                                             <C>
             less than 40                                            3.0%
</TABLE>

                                       96

<PAGE>
<TABLE>
               <S>                                                     <C>
                40 to 49                                               3.5%
                50 to 59                                               4.0%
                60 to 69                                               4.5%
                70 to 79                                               5.0%
                80 to 89                                               6.0%
               90 and more                                             7.0%
</TABLE>

         ii)  Matching Contributions

              The Company will also contribute an amount equal to one half (50%)
              of the employee's contributions, up to a maximum of 1% of his base
              earnings.

         iii) Grandfathering Employees

              Instead of the contributions provided for in i) and ii) above, for
              the employees that were to be called "grandfathered" employees
              specifically for the pension plan, the Company will contribute a
              fixed percentage of their base earnings during the applicable term
              stated in paragraph 1.3 above. Therefore, the Company will not
              match the contributions made by the "grandfathered" employees, if
              any.

              Such percentage will be determined individually so as to replicate
              the benefits that would have been provided by the Northern Telecom
              Negotiated Pension Plan if the grandfathered employee had
              continued participation in that plan until retirement. It will be
              determined as of February 2, 1996 and will not thereafter be
              re-adjusted.

              More specifically, such percentage will be determined on the basis
              of the following:

              a)  Provisions of the Northern Telecom Negotiated Pension Plan

                  Those in effect as of February 2, 1996, except for the benefit
                  rates which are deemed to increase over the next five (5)
                  years by 5% the first year, 3% the second and third years and
                  2.5% the fourth and fifth years, resulting in a cumulative
                  increase which is a function of the number of years until
                  retirement as follows:

<TABLE>
<CAPTION>
                  Years until Retirement                            Increase
                    (in completed years)
                  <S>                                                <C>
                         1 or less                                    5.00%
                             2                                        8.15%
                             3                                       11.39%
</TABLE>

                                       97

<PAGE>

<TABLE>
                         <S>                                         <C>
                             4                                       14.18%
                         5 or more                                   17.03%
</TABLE>


                  The automatic post-retirement indexation provisions and the
                  joint and survivor form of payment of the Northern Telecom
                  Negotiated Pension Plan will therefore be taken in account in
                  determining the Company contribution intended to replicate its
                  benefits.

              b)  Assumptions

<TABLE>
                  <S>                                <C>
                  Earnings' increases                None
                  Investment return                  8.00% per year
                  Annuity purchase rates             8.00% per year
                  CPI increases                      3.75% per year
                  Assumed retirement age             Earliest age the employee would have
                  qualified                          for an unreduced pension under conditions
                  A,                                 B or C or, if later, attained age as of
                  Feb.2/96                           plus one year
</TABLE>

         iv)  Period of Absence

              The Company will contribute in accordance with the above during
              any period of absence with pay or any period of absence without
              pay resulting from a disability, parental leave or maternity
              leave, subject to the limitations of the Income Tax Act and
              Regulations. However, the Company will not contribute during any
              other period of absence without pay.

R 11.7   The normal retirement age under the defined contribution pension plan
         will be 65 whereas the earliest retirement age is defined by amendment
         no. 2 of the Company's Negotiated Defined Contribution Pension Plan.

R 11.8   The Company contributions to the defined contribution pension plan will
         be fully and immediately vested.

11.9     On retirement, termination of employment or death of the employee, the
         benefits provided by the defined contribution pension plan will be
         equal to the accumulated value of the employee's and vested Company
         contributions. Such value will be subject to the locking-in
         requirements of the applicable provincial pension legislation.

11.10    The defined contribution pension plan will be a separate pension plan
         registered with the Regie des rentes du Quebec. It will therefore be
         administered by a pension committee.

                                       98

<PAGE>

11.11    The pension  committee of the defined  contribution  pension plan will
         be made up of the  following  seven (7) members:

         a)       four (4) representatives of the Company;
         b)       two (2) representatives of the employees;
         c)       a third party to be designated by the Company.

11.12    The administration expenses of the defined contribution pension plan
         will be paid by the Company whereas the custody and investment expenses
         will be assumed by the employees.

11.13    Any remaining details regarding the operation of the defined
         contribution pension plan, e.g. the selection of the custodian,
         administrator and investment manager(s), the allowed number of changes
         in investment directions per calendar year, the frequency of employee
         statements, etc. will be decided by the pension committee.

12.      OTHER COMPANY PLANS

12.1     The Company proposes to continue the following during the term of the
         Agreement.

               .  Travel Accident Insurance
               .  Registered Retirement Savings Plan

12.2     While the Company will not reduce the level of benefits of the Plans
         referred to in 12.1 above during the term of the Agreement, it reserves
         the right to amend the terms and conditions of such Plans in order to
         conform to existing or future legislation, to ensure that they may best
         meet the objectives for which they were established, and to enable
         their administration to be carried out with prudence and economy in the
         interest of all participants therein.

13.      GENERAL

13.1     The Company shall furnish the Plan text(s), as soon as practicable,
         after signing the Agreement, for review and comment by the Union. The
         other documents referred to below will be furnished at appropriate
         times for review and comment by the Union.

13.2     The Company will furnish the Union with copies of the administrative
         procedures, benefits description and approved authorized texts covering
         the employee benefit Plans referred to in paragraphs 2 to 12 of this
         appendix.

13.3     As soon as it is practicable hereafter, the Company will provide each
         employee with a benefits description referred to in this appendix.

                                       99

<PAGE>

13.4     The Company will ensure that all the Plans covered by this appendix are
         adjusted to reflect legislation precluding discrimination with respect
         to age, sex, and marital status, except to the extent that such
         legislation so permits.

13.5     The Company confirms its intention to maintain its present practices
         with respect to the handling of statutory and Company benefits as these
         apply to retirees. In the event a change appears desirable, the Company
         will discuss such changes in advance with the Union.

13.6     Procedures shall be determined on a basis which is mutually acceptable
         to the Union and the Company. Items for discussion shall in general be
         limited to those matters pertaining to the benefits covered by this
         appendix and may include application thereof to future retirees.

13.7     The Company will furnish the Union with such information with respect
         to the operations of applicable benefit plans as shall be mutually
         acceptable to the parties or required by legislation, including:

         .    Copy of the annual information return to the province of
              registration for the Pension Plan.

13.8     The Union consents to the application by the Company, through partial
         funding of the latter's costs in providing improved employee benefits
         in accordance with the Agreement and with prior Collective Labour
         Agreements between the Union and the Company, of the reductions equal
         to at least 5/12th that have been or may be granted to the Company as
         to employer's premiums under the Unemployment Insurance Act.

13.9     The Company shall have the exclusive right to determine and change the
         method and terms of financing the Company Health Care Plans, Group Life
         Insurance - Parts I and II and the Dependent Life Plan provided under
         the Agreement, subject to the following conditions:

         a)   no change will take place without at least 3 months prior notice
              to the Union,
         b)   no change will have the effect of reducing the value of any
              benefit,
         c)   no change will affect the method of claims settlement except as
              shall be mutually agreed between the parties, and
         d)   the Company shall furnish the Union with a full accounting as to
              the disposition of any surplus or deficit attributable to employee
              contributions.

                                      100

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>4
<FILENAME>dex1024.txt
<DESCRIPTION>FORM OF EMPLOYMENT/RETENTION AGREEMENT
<TEXT>
<PAGE>

EXHIBIT 10.24

                         EMPLOYMENT/RETENTION AGREEMENT

THIS AGREEMENT is made as of August 22, 2002 between Cable Design Technologies
Corporation, a Delaware corporation ("CDT"), and Kenneth O. Hale, Jr. who
resides at 1539 Glenwood Dr., Pittsburgh, Pennsylvania 15241 ("Mr. Hale").


Mr. Hale currently serves as Chief Financial Officer of CDT. Mr. Hale has
voluntarily given notice of his intention to retire as of December 31, 2002. CDT
has accepted such resignation effective as of such date. In addition, CDT is
willing to provide certain compensation and benefits to Mr. Hale to ensure an
orderly transition.

NOW THEREFORE, the parties agree as follows:

1.   Duties. Mr. Hale will serve as CDT's Chief Financial Officer until
     December 31, 2002, will have the rights and powers associated with such
     office and until December 31, 2002 will fulfill the responsibilities of
     chief financial officer of CDT to the best of his abilities in a diligent,
     trustworthy and businesslike manner. Such duties include, without
     limitation:

          a.   overseeing the completion of the audit of CDT's 2002 fiscal year;
          b.   reviewing the results of 2002 fiscal year and the audit thereof
               with the Audit Committee of CDT's Board of Directors;
          c.   overseeing the preparation of results for CDT's 2003 first fiscal
               quarter;
          d.   involvement in preparing the press release for the 2002 fiscal
               year and 2003 first fiscal quarter results;
          e.   participating in the preparation of the Form 10-K and annual
               report for the 2002 fiscal year and the Form 10-Q for the 2003
               first fiscal quarter;
          f.   signing the Form 10-K for the 2002 fiscal year and the Form 10-Q
               for the 2003 first fiscal year (provided Mr. Hale does not have a
               specific and reasonable belief that the language or financials
               therein are materially misleading and CDT is unwilling to correct
               such misleading language or financials); and
          g.   participation in the annual meeting for the 2002 fiscal year.

In addition, Mr. Hale will work with CDT's chief accounting officer and other
members of the corporate financial staff to enable an orderly transition. In the
event a replacement CFO is retained prior to December 31, 2002, Mr. Hale will
assist in such person's transition.

<PAGE>

2.   Compensation. Mr. Hale's current base salary and benefits (including
     health, dental, vision, life, participation in management bonus plan, use
     of company leased automobile and participation in profit sharing plan) will
     continue through December 31, 2002. Thereafter, CDT will pay Mr. Hale an
     aggregate of $126,000, payable in 6 equal monthly installments beginning in
     January, 2003, and all benefits shall cease with the exception of benefits
     available under COBRA.

3.   COBRA Payments. CDT shall pay on behalf of, or reimburse, Mr. Hale for the
     payments required to maintain COBRA for a period of 18 months following
     December 31, 2002.

4.   Automobile. If Mr. Hale provides CDT with notice prior to December 1, 2002,
     CDT will purchase Mr. Hale's current company leased automobile and transfer
     ownership and title (on an "as is" basis) for such automobile to Mr. Hale,
     it being understood that the tires need to be replaced for up to $750 prior
     to December 31, 2002 at CDT's expense.

5.   Vacation. Mr. Hale shall be entitled to take such vacation as he deems
     appropriate which is expected to include the last week of October, 3 weeks
     in November and 2 weeks in December, it being intention that Mr. Hale will
     make reasonable good faith efforts to be physically present in Pittsburgh
     to participate in (i) the preparation of the 2002 first quarter release
     during the last week of November and (ii) the preparation of the Form 10-Q
     during December, and attend the Board of Directors and Stockholders meeting
     in December; provided that while it is understood that this vacation
     schedule may affect the manner in which Mr. Hale performs his duties
     contemplated under Section 1, it shall not relieve him from the
     responsibility and obligation to perform such duties as contemplated in
     such Section 1. No vacation shall be accrued as of December 31, 2002.

6.   Options. Mr. Hale's current options will continue to vest through December
     31, 2002, and vested options will be exercisable for a period of 30 days
     thereafter.

7.   Taxes. Mr. Hale shall pay all taxes applicable to the salary, severance,
     automobile transfer and other benefits provided hereunder in accordance
     with applicable law and, to the extent required by law, CDT may withhold
     taxes.

8.   Voluntary Employment Termination. Mr. Hale and CDT acknowledge that the
     decision of Mr. Hale to terminate his employment was made by Mr. Hale and
     is voluntary on Mr. Hale's behalf.


<PAGE>

9. Post-Retirement Obligations. Following December 31, 2002, Mr. Hale will:

     a.   not make any negative or derogatory statements or communications
          concerning CDT or its affiliates, their officers, employees,
          directors, operations, products or other business affairs(except in
          response to comments of such type made by CDT, its affiliates or their
          officers or employees regarding or relating to Mr. Hale);
     b.   be available to CDT (at reasonable times) to provide assistance in or
          for external investigations, audits or litigation relating to any
          period prior to December 31, 2002, provided that CDT will reimburse
          Mr. Hale's expenses relating to such assistance;
     c.   for a period of 1 year following December 31, 2002, be available by
          phone to provide assistance in or for any internal investigations
          relating to any period prior to December 31, 2002; and
     d.   not disclose to any unauthorized person or use for his own purposes
          any confidential or proprietary information relating to CDT or its
          subsidiaries without the prior written consent of an authorized
          officer of CDT, unless and to the extent that the aforementioned
          matters become generally known to and available for use by the public
          other than as a result of Employee's acts or omissions or except as
          required by law.

10.  CDT and its senior corporate officers shall not make negative or derogatory
     statements or communications concerning Mr. Hale, it being understood that
     CDT cannot control statements made by individuals outside of their capacity
     as officers of CDT.

11.  Severability. Whenever possible, each provision of this Agreement shall be
     interpreted in such manner as to be effective and valid under applicable
     law, but if any provision of this Agreement is held to be invalid, illegal
     or unenforceable in any respect under any applicable law or rule in any
     jurisdiction, such invalidity, illegality or unenforceability shall not
     affect any other provision or any other jurisdiction, but this Agreement
     shall be reformed, construed and enforced in such jurisdiction as if such
     invalid, illegal or unenforceable provision had never been contained
     herein.

12.  Complete Agreement. This Agreement embodies the complete agreement and
     understanding among the parties and supersedes and preempts any prior
     understandings, agreements or representations by or among the parties,
     written or oral, which may have related to the subject matter hereof in any
     way. Mr. Hale acknowledges and agrees that neither CDT nor any of its
     affiliates owes Mr. Hale any employment (or post-employment) compensation
     or benefits other than those specifically set forth herein; provided that
     this paragraph or Agreement does not release or waive any D&O insurance,
     indemnification or other similar rights available to Mr. Hale. It is
     further agreed that the foregoing shall not affect Mr. Hale's rights under
     his change of control agreement, which will remain in full force and effect
     until December 31, 2002.


<PAGE>

     Prior to January 7, 2003, CDT would inform Mr. Hale whether a credible
     offer that CDT intends to pursue for a change of control from a third party
     had been received prior December 31, 2002. If such a proposal was received
     prior to December 31, 2002 and ultimately results in a change of control
     transaction with such party then, to the extent that Mr. Hale did not
     previously exercise his options held on December 31, 2002, CDT will provide
     Mr. Hale with the monetary value of such options (change of control
     transaction share price less the exercise price of the options) as if Mr.
     Hale had held such options and they had been exercised as part of such
     change of control and sold in the transaction. Mr. Hale will hold any
     information provided pursuant to this paragraph shall be held in
     confidence, and will not purchase CDT shares, options or other securities
     based on such information.

13.  Consideration of Agreement. Mr. Hale acknowledges that he has had adequate
     time to consider the terms of this Agreement, and he is entering into this
     agreement voluntarily and of his own volition.

14.  Counterparts. This Agreement may be executed in separate counterparts, each
     of which is deemed to be an original and all of which taken together
     constitute one and the same agreement.


                                * * * * * * * * *

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
     the date first written above.

CABLE DESIGN TECHNOLOGIES
CORPORATION

By: ____________________________                    ____________________________
Name:  Fred C. Kuznik                                Kenneth O. Hale, Jr.
Title: Chief Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-15.1
<SEQUENCE>5
<FILENAME>dex151.txt
<DESCRIPTION>ACCOUNTANTS LETTER
<TEXT>
<PAGE>

EXHIBIT 15.1

     We have attempted and have been unable to obtain from Arthur Andersen LLP
("Andersen") a consent for the reissuance of their report on our consolidated
balance sheets as of July 31, 2001 and 2000, and the related consolidated
statements of income, stockholders' equity and cash flows for the periods ended
July 31, 2001 and 2000, nor for the reissuance of their report on our
supplemental schedule for the years ended July 31, 2001 and 2000. As such, we
will be including a copy of Andersen's prior audit reports in the filing and
will prominently disclose the fact that the report is a copy and that it has not
been reissued by Andersen.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>6
<FILENAME>dex211.txt
<DESCRIPTION>SUBSIDIARIES OF CDT
<TEXT>
<PAGE>

EXHIBIT 21.1

                      CABLE DESIGN TECHNOLOGIES CORPORATION
                         SUBSIDIARIES OF THE REGISTRANT

Anglo-American Cables Limited     (Incorporated - United Kingdom)
A.W. Industries Inc.              (Incorporated - Florida)
Cable Design Technologies Inc.    (Incorporated - State of Washington)
CDT Asia Pacific PTE Ltd.         (Incorporated - Singapore)
CDT (Deutschland) GMBH            (Incorporated - Germany)
CDT International Holdings Inc.   (Incorporated - Delaware)
CDT Nordic Holding AB             (Incorporated - Sweden)
Cekan/CDT A/S                     (Incorporated - Denmark)
Dearborn/CDT, Inc.                (Incorporated - Delaware)
HEW-Kabel/CDT GmbH & Co. KG       (German Partnership, 80% ownership)
HEW-Kabel/CDT Verwaltungs GMBH    (Incorporated - Germany, 80% ownership)
HEW Skandinaviska AB              (Incorporated - Sweden, 80% ownership)
Industria Tecnica Cavi S.R.L.     (Incorporated - Italy)
Kabelovna Decin-Podmokly A.S.     (Incorporated - Czech Republic, 94% ownership)
KDP Kabeltechnik Berlin GMBH      (Incorporated - Germany, 94% ownership)
NEK Kabel AB                      (Incorporated - Sweden)
Red Hawk/CDT, Inc.                (Incorporated - Delaware)
NORDX/CDT Australia Pty Limited   (Incorporated - Australia)
NORDX/CDT Asia Limited            (Incorporated - Hong Kong)
NORDX/CDT, Corp.                  (Incorporated - Delaware)
NORDX/CDT do Brasil Ltda          (Incorporated - Brazil)
NORDX/CDT, Limited                (Incorporated - United Kingdom)
NORDX/CDT, Inc.                   (Incorporated - Canada)
NORDX/CDT - IP Corp.              (Incorporated - Delaware)
NorLAN/CDT, Inc.                  (Incorporated - Canada)
Noslo Limited                     (Incorporated - United Kingdom)
Orebro Kabel AB                   (Incorporated - Sweden)
Raydex/CDT Limited                (Incorporated - United Kingdom)
SKL, S.A.S.                       (Incorporated - France, joint venture)
Stronglink/CDT Pty. Ltd.          (Incorporated - Australia, 76% ownership)
Tennecast Company                 (Incorporated - Ohio)
Thermax/CDT, Inc.                 (Incorporated - Delaware)
Wire Group International, Limited (Incorporated - United Kingdom)
X-Mark/CDT Inc.                   (Incorporated - Pennsylvania)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>
<PAGE>

EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in Registration Statement No.
333-00554 on Form S-3 and Registration Nos. 333-80229, 333-76351, 33-73272,
33-78418, 333-2450, 333-6743, 333-17443, and 333-73790 on Form S-8 of our
reports dated October 11, 2002 (October 25, 2002 as to the third paragraph of
Note 19), appearing in this Annual Report on Form 10-K of Cable Design
Technologies Corporation and subsidiaries for the year ended July 31, 2002.

/s/DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
October 29, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>8
<FILENAME>dex993.txt
<DESCRIPTION>SARBANES-OXLEY ACT CERTIFICATION
<TEXT>
<PAGE>

EXHIBIT 99.3

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Cable Design Technologies
Corporation (the "Company") on Form 10-K for the period ending July 31, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), Ferdinand Kuznik, President and Chief Executive Officer of the
Company and Kenneth O. Hale, Chief Financial Officer of the Company, each
certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the
Sarbanes-Oxley Act of 2002, that:

       (1) The Report fully complies with the requirements of Section 13 (a) or
           15 (d) of the Securities Exchange Act of 1934; and

       (2) The information contained in the Report fairly presents, in all
           material respects, the financial condition and result of operations
           of the Company.


    Date: October 25, 2002

    /s/ Ferdinand C. Kuznik
    --------------------------------
    Ferdinand C. Kuznik
    Chief Executive Officer
    (principal executive officer)

    /s/ Kenneth O. Hale
    --------------------------------
    Kenneth O. Hale
    Chief Financial Officer
    (principal financial officer)


     * This certification is made solely for purposes of 18 U.S.C. Section 1350,
       subject to the knowledge of the certifying officer, and not for any other
       purpose.

</TEXT>
</DOCUMENT>
</SUBMISSION>
