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Put Agreement

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EXHIBIT 10.1


[AS AMENDED TO DATE]


PUT AGREEMENT


THIS PUT AGREEMENT (the "Agreement") dated as of March 27, 2001 by and between GENERAL DYNAMICS GOVERNMENT SYSTEMS CORPORATION ("GSC"), and EZENIA! INC. (the "Company").


This Agreement is being executed in connection with the consummation of the transactions contemplated in the Asset Purchase Agreement (the "Asset Purchase Agreement") dated December 28, 2000, as amended, between the parties. (Unless otherwise stated, all capitalized terms used in this Agreement will have the meaning ascribed to them in the Asset Purchase Agreement). As partial consideration for the Purchased Assets, the Company is delivering to GSC 400,000 shares (the "Shares") of its common stock (the "Common Stock"), along with certain put rights set forth herein. This Agreement sets forth the terms and conditions relating to such put rights.


NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1. GRANT OF PUT RIGHT. At any time after (i) January 4, 2002, with respect to 110,000 of the Shares and (ii) December 1, 2002, with respect to the remaining 290,000 Shares, and continuing for a period of thirty (30) days after each date respectively, until exercised, GSC will have the right (the "PUT RIGHT") to elect to sell the Shares to the Company, and the Company will be required to purchase such Shares from GSC, for a purchase price per Share equal to the Purchase Price (as defined below); provided, however, that the Put Right will expire at such time as the last reported closing price of the Common Stock, as reported on the Nasdaq National Market (or such national securities exchange on which the Common Stock may be then listed), has been equal to or greater than $11.00 per share for fifteen (15) consecutive trading days. Unless otherwise defined herein, capitalized terms used in this Section will have the meaning ascribed to them in the Put Agreement.


2. PRICING; PAYMENT. The purchase price paid by the Company for any Shares purchased pursuant to this Agreement will be a minimum of ten ($10.00) dollars per Share (the "Purchase Price"), payable to GSC, in cash, by wire transfer of immediately available funds to an account designated by GSC. In the event of a capital reorganization affecting the Common Stock, a merger or consolidation of the Company with or into another corporation, or a sale of all or substantially all of the Company's capital stock or assets to any other person, then, as a part of such event or transaction, lawful provision shall be made so that GSC shall th
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