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Agreement For Consulting Services

This is an actual contract by ADC Telecommunications.
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This Agreement, dated as of October 24, 1994, is entered into by and between ADC Telecommunications, Inc., a Minnesota Corporation ("Company") and William B. Porter ("Consultant"). Company and Consultant agree as follows:

1. THE SERVICES. Consultant shall perform for Company such consulting services within Consultant's capabilities as may be requested by Company during the term of this Agreement (the "Term"). The services performed by Consultant under this Agreement are sometimes referred to herein as the "Services." Such services may include, but are not necessarily limited to, the following:


2. COMPENSATION. Company shall pay to Consultant the amounts set forth on Exhibit A. Consultant shall be liable for all withholding taxes and other taxes.

3. THE TERM. The term shall commence as of January 1, 1995, to December 31, 1995. After November 30, 1995, either party may terminate the Agreement by providing 30 days written notice. If no such notice of termination is provided, the Agreement will continue on a month to month basis subject to the 30 day notice period. The Agreement will immediately terminate 30 days after the death or disability of the Consultant.

4. PERFORMANCE BY CONSULTANT. Consultant shall perform the Services in accordance with his own methods and manner of performance. Consultant shall personally perform all of the Services and shall put forth his best efforts in the performance of Services. Consultant shall not, by contract or otherwise, delegate performance of any Services to any other person or entity. Consultant shall comply with all applicable legal requirements in performing the Services.

5. INDEPENDENT CONTRACTOR. Consultant shall at all times be an independent contractor, not an employee or agent, of Company with regard to performance of the Services. Consultant shall not represent that he is, or hold himself out as, an employee or agent of Company. Consultant shall not, and is not authorized to, enter into any contract, agreement or undertaking for, on behalf of or in the name of Company. Consultant shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Company. Consultant may perform services for persons other than Company during the Term of this Agreement.

6. EXPENSES. Company shall reimburse Consultant for reasonable expenses incurred by Consultant in performing services hereunder; provided, any such expense shall be reimbursable only to the extent that such expense shall have been approved by Company prior to Consultant's having incurred such expense.

7. PAYMENTS. Subject to the terms and conditions of this Agreement, Company will pay to Consultant the amounts set forth on Exhibit A.

8. NON-COMPETE. During the consulting period and for the six (6) months following the end of the consulting period, Consultant will not directly or indirectly, either as a principal, agent, employee, consultant, stockholder, partner or in any other personal or representative capacity, engage in, or assist any person to engage in, any aspect of the business of Company to which this Agreement relates. Consultant acknowledges that the market for such business is world wide.

- -------------------- Consulting Agreement ADC - Porter

9. OWNERSHIP OF MATERIALS. All materials, information, property and other items obtained or developed in connection with and related to the Services (including, but not limited to, reports, data, drawings, software, working papers and other writings), together with all rights associated with ownership of such
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