ADC TELECOMMUNICATIONS INC, S-4/A, 1996-02-21

ADC TELECOMMUNICATIONS INC
S-4/A, 1996-02-21
TELEPHONE & TELEGRAPH APPARATUS

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<PAGE>

Registration No. 333-751
As filed with the Securities and Exchange Commission on February 21, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ADC TELECOMMUNICATIONS, INC.
(Exact Name of Registrant as specified in its charter)

Minnesota 3661 41-0743912
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

David F. Fisher, Esq.
Vice President, General Counsel and Corporate Secretary
ADC Telecommunications, Inc.
12501 Whitewater Drive 12501 Whitewater Drive
Minnetonka, MN 55343 Minnetonka, MN 55343
(612) 938-8080 (612) 938-8080
(Address, including zip code, and telephone (Name, address, including zip code,
number, including area code, of Registrant's and telephone number, including
principal executive offices) area code, of agent for service)

-----------------

COPIES TO:
Robert A. Rosenbaum, Esq. Robert M. Unetich James J. Barnes, Esq.
Dorsey & Whitney P.L.L.P. President Buchanan Ingersoll Professional Corporation
Pillsbury Center South Information Transmission Systems Corp. One Oxford Centre
220 South Sixth Street 375 Valley Brook Road 301 Grant Street
Minneapolis, MN 55402 McMurray, PA 15317 Pittsburgh, PA 15219-1410

-----------------

</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As promptly as practicable after this Registration Statement becomes
effective and the effective time of the proposed merger (the "Merger") of a
subsidiary of the Registrant with and into Information Transmission Systems
Corp. ("ITS"), as described in the Agreement and Plan of Merger, dated as of
February 2, 1996 attached as Exhibit A to the Proxy Statement/Prospectus forming
a part of this Registration Statement.
-----------------

If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

<PAGE>

CROSS-REFERENCE SHEET

Pursuant to Item 501(b) of Regulation S-K
Showing the Location in the Prospectus of the
Information Required by Part I of Form S-4

Form S-4 Location in
Item Prospectus
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A. INFORMATION ABOUT THE TRANSACTION

1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus. . . . Forepart of the Registration Statement; Outside Front
Cover Page of the Prospectus

2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . . . . . Available Information; Incorporation of Certain Documents by
Reference; Table of Contents

3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information . . . . . . . . Summary; Risk Factors; The Merger; Comparative Unaudited Per
Share Data; Selected Consolidated Financial Data of ADC;
Selected Consolidated Financial Data of ITS

4. Terms of the Transaction . . . . . . . . . . . . . Summary; The Special Meeting; The Merger; The Merger
Agreement; The Voting Agreements; The Escrow Agreement;
Comparison of Shareholder Rights

5. Pro Forma Financial Information. . . . . . . . . . Not Applicable

6. Material Contacts with the Company
Being Acquired. . . . . . . . . . . . . . . . Summary; The Merger; The Merger Agreement; The Voting Agreements;
The Escrow Agreement
7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be
Underwriters. . . . . . . . . . . . . . . . . Not Applicable

8. Interests of Named Experts and
Counsel . . . . . . . . . . . . . . . . . . . Not Applicable

9. Disclosure of Commission Position on
Indemnification for Securities
Act Liabilities . . . . . . . . . . . . . . . Not Applicable

B. INFORMATION ABOUT THE REGISTRANT

10. Information with Respect to S-3
Registrants . . . . . . . . . . . . . . . . . Available Information; Summary; The Merger; Selected
Consolidated Financial Data of ADC; Certain Information
Concerning ADC; Management and Additional Information

11. Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . . . . Incorporation of Certain Documents by Reference

12. Information with Respect to S-2 or
S-3 Registrants . . . . . . . . . . . . . . . Not Applicable

13. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . . . Not Applicable

14. Information with Respect to Registrants
Other Than S-2 or S-3 Registrants . . . . . . Not Applicable
<PAGE>

<S> <C>

C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED

15. Information with Respect to S-3
Companies . . . . . . . . . . . . . . . . . . Not Applicable

16. Information with Respect to S-2 or
S-3 Companies . . . . . . . . . . . . . . . . Not Applicable

17. Information with Respect to Companies
Other Than S-2 or S-3 Companies . . . . . . . Summary; The Merger; Certain Information Concerning ITS;
Selected Consolidated Financial Data of ITS; ITS Management's
Discussion and Analysis of Financial Condition and Results of
Operations; Description of ITS Capital Stock; Consolidated
Financial Statements of Information Transmission Systems Corp.

D. VOTING AND MANAGEMENT INFORMATION

18. Information if Proxies, Consents or
Authorizations are to be
Solicited . . . . . . . . . . . . . . . . . . Summary; The Special Meeting; The Merger; The Voting
Agreements; The Escrow Agreement; Certain Information Concerning
ADC; Certain Information Concerning ITS; Security Ownership of
Management of ITS

19. Information if Proxies, Consents or
Authorizations are not to be
Solicited or in an Exchange Offer . . . . . . Not Applicable

</TABLE>
<PAGE>

[ITS LETTERHEAD]

Dear Shareholder:

You are cordially invited to attend a special meeting of
shareholders (the "Special Meeting") of Information Transmission Systems
Corp. ("ITS"), to be held at [LOCATION], on [DAY], [DATE], 1996, at 10:00
a.m. local time. A Notice of the Special Meeting, a Proxy
Statement/Prospectus and Proxy Card containing information about the matters
to be acted upon are enclosed. All holders of outstanding shares of ITS
Common Stock as of [DATE], 1996 (the "Record Date") will be entitled to
notice of and to vote at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote upon
a proposal to approve and adopt an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of February 2, 1996, by and among ITS, ADC
Telecommunications, Inc. ("ADC"), Pittsburgh Merger Sub, Inc. ("Merger
Subsidiary"), and Robert M. Unetich, Jeffrey M. Lynn and Ronald W. Zborowski,
acting solely in their capacities as representatives of the shareholders of
ITS, pursuant to which ITS would be acquired by ADC by means of a merger of
Merger Subsidiary, a direct, wholly owned subsidiary of ADC, with and into
ITS. If the Merger Agreement is approved and the Merger becomes effective,
the issued and outstanding shares of Common Stock of ITS will be converted
into shares of Common Stock of ADC having an aggregate value of $34,000,000
(calculated pursuant to a formula set forth in the Merger Agreement and more
fully described in the accompanying Proxy Statement/Prospectus) less expenses
incurred by ITS in connection with the Merger. Approval of the Merger
requires the affirmative vote of the holders of a majority of all outstanding
shares of ITS Common Stock.

Shareholders of ITS Common Stock may assert dissenters' rights under
the Pennsylvania Business Corporation Law in connection with the Merger
Agreement and the transactions contemplated thereby. The procedures for
asserting such dissenters' rights are described in the accompanying Proxy
Statement/Prospectus under the heading "THE MERGER--Dissenters' Rights of
Appraisal." A copy of the relevant sections of the Pennsylvania Business
Corporation Law relating to dissenters' rights is attached to the enclosed
Proxy Statement/Prospectus as Exhibit D. If holders of more than 5% of the
outstanding shares of ITS Common Stock exercise dissenters' rights, ADC shall
have the right under the Merger Agreement not to consummate the Merger.

The Proxy Statement/Prospectus describes in more detail the Merger
Agreement and the proposed Merger, including a description of the conditions
to consummation of the Merger and the effects of the Merger on the rights of
shareholders of ITS. It also describes certain financial information pertaining
to ITS and ADC. Please give this information your careful attention.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AND
RECOMMENDS THAT YOU VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.
ROBERT M. UNETICH, JEFFREY M. LYNN AND RONALD W. ZBOROWSKI, WHO TOGETHER
BENEFICIALLY OWN APPROXIMATELY 87% OF THE OUTSTANDING SHARES OF ITS COMMON
STOCK, HAVE SIGNED VOTING AGREEMENTS WITH ADC PURSUANT TO WHICH THEY HAVE
AGREED TO VOTE ALL SUCH SHARES HELD BY THEM IN FAVOR OF APPROVAL AND ADOPTION
OF THE MERGER AGREEMENT. THEREFORE, APPROVAL AND ADOPTION OF THE MERGER
AGREEMENT IS ASSURED (ASSUMING ALL SUCH PERSONS VOTE THEIR SHARES IN ACCORDANCE
WITH THEIR RESPECTIVE VOTING AGREEMENTS). For a discussion of the
recommendations of the Board of Directors of ITS, the reasons underlying such
recommendations and certain factors that should be considered in evaluating your
vote, see "THE MERGER-ITS's Reasons for the Merger; Recommendation of ITS's
Board of Directors" and "RISK FACTORS" in the accompanying Proxy
Statement/Prospectus.

Whether or not you plan to attend the Special Meeting, please
complete, sign and date the accompanying proxy card and return it in the
enclosed prepaid envelope. If you attend the Special Meeting, you may revoke
such proxy and vote in person if you wish, even if you have previously
returned your proxy card. Your prompt cooperation will be greatly
appreciated. If you do not attend the Special Meeting, you may still revoke
such proxy at any time prior to the Special Meeting by providing written
notice of such revocation to Jeffrey M. Lynn, Secretary of ITS.

Very truly yours,

Robert M. Unetich
[DATE] President

<PAGE>

INFORMATION TRANSMISSION SYSTEMS CORP.
375 VALLEY BROOK ROAD
MCMURRAY, PENNSYLVANIA 15317
(412) 941-1500

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON [DATE], 1996
__________________

To the Shareholders of Information Transmission Systems Corp.:

A Special Meeting of Shareholders of Information Transmission
Systems Corp., a Pennsylvania corporation ("ITS"), will be held at [LOCATION],
on [DAY], [DATE], 1996 at 10:00 a.m. local time, for the following purposes:

1. To consider and vote upon a proposal to approve and adopt
an Agreement and Plan of Merger (the "Merger Agreement"), dated as of
February 2, 1996, by and among ITS, ADC Telecommunications, Inc., a
Minnesota corporation ("ADC"), Pittsburgh Merger Sub, Inc., a
Pennsylvania corporation and a direct, wholly owned subsidiary of ADC
("Merger Subsidiary"), and Robert M. Unetich, Jeffrey M. Lynn and
Ronald W. Zborowski, acting solely in their capacities as
representatives of the shareholders of ITS (the "Shareholders'
Representatives"), pursuant to which, among other things, (i) Merger
Subsidiary will be merged with and into ITS (the "Merger"), (ii) ITS
will become a wholly owned subsidiary of ADC and (iii) issued and
outstanding shares of common stock, par value $.20 per share, of ITS
("ITS Common Stock") will be converted into shares of common stock,
par value $.20 per share, of ADC ("ADC Common Stock") having an
aggregate value of $34,000,000 (calculated pursuant to a formula set
forth in the Merger Agreement, which is more fully described in the
accompanying Proxy Statement/Prospectus) less expenses incurred by ITS
in connection with the Merger.

2. To transact such other business as may properly come
before the Special Meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on [DATE], 1996
are entitled to notice of the Special Meeting. Accordingly, only holders of
record of outstanding shares of ITS Common Stock at the close of business on
such date shall be entitled to vote at the Special Meeting and any
adjournment or postponement thereof. The Merger Agreement is required to be
approved and adopted by the affirmative vote of a majority of the outstanding
shares of ITS Common Stock. Robert M. Unetich, Jeffrey M. Lynn and Ronald W.
Zborowski, who together beneficially own approximately 87% of the outstanding
shares of ITS Common Stock, have signed voting agreements with ADC pursuant to
which they have agreed to vote all such shares held by them in favor of approval
and adoption of the Merger Agreement. The meeting may be postponed or
adjourned from time to time without notice other than such notice as may be
given at the meeting or any postponement or adjournment thereof, and any
business for which notice is hereby given may be transacted at any such
postponed or adjourned meeting.

At the effective time of the Merger (the "Effective Time"), shares
of ADC Common Stock equal to ten percent (10%) of the shares of ADC Common
Stock that the holders of ITS Common Stock would otherwise receive in the
Merger will be delivered to an escrow agent. These shares will comprise an
escrow fund pursuant to the terms of an Escrow Agreement (see a description
of such agreement under the heading "THE ESCROW AGREEMENT" in the accompanying
Proxy Statement/Prospectus) and shall be deducted pro rata from the shares of
ADC Common Stock that would otherwise be issued to the holders of ITS Common
Stock at the time of the consummation of the Merger.

<PAGE>

A form of Proxy and a Proxy Statement/Prospectus containing more
detailed information with respect to the matters to be considered at the
Special Meeting accompany this notice.

Your Board of Directors has unanimously approved the acquisition and
believes that the Merger is in the best interests of ITS and its
shareholders. Accordingly, your Board recommends that you vote FOR approval
and adoption of the Merger Agreement.

Shareholders of ITS Common Stock may assert dissenters' rights under
the Pennsylvania Business Corporation Law in connection with the Merger
Agreement and the transactions contemplated thereby. The procedures for
asserting such dissenters' rights are described in the accompanying Proxy
Statement/Prospectus under the heading "THE MERGER-Dissenters' Rights of
Appraisal." A copy of the relevant sections of the Pennsylvania Business
Corporation Law relating to dissenters' rights is attached to the enclosed
Proxy Statement/Prospectus as Exhibit D. If holders of more than 5% of the
outstanding shares of ITS Common Stock exercise dissenters' rights, ADC shall
have the right under the Merger Agreement not to consummate the Merger.

In order to exercise dissenters' rights, a shareholder of ITS Common
Stock must (i) file with ITS, prior to the vote on the Merger at the Special
Meeting, a written notice of intention to demand payment of the fair value of
her or her shares of ITS Common Stock if the Merger is consummated, (ii)
effect no change in the beneficial ownership of his or her shares of ITS
Common Stock from the date of filing such written notice continuously through
the Effective Time and (iii) not vote his or her shares of ITS Common Stock
in favor of the Merger. Neither an abstention from voting with respect to,
nor failure to vote in person or by proxy against approval of, the Merger
constitutes a waiver of the rights of a dissenting shareholder. However, a
proxy that is returned without any instruction as to how the proxy should be
voted will be voted in favor of approval of the Merger and will be deemed a
waiver of the rights of a dissenting shareholder. A dissenter who fails in
any of these respects shall not acquire any right to payment of the fair
value of his or her shares under Subchapter D of the Pennsylvania Business
Corporation Law.

You are cordially invited and urged to attend the Special Meeting in
person. Whether or not you plan to attend the Special Meeting, please
complete, sign and date the accompanying proxy card and return it promptly in
the enclosed prepaid envelope. If you attend the Special Meeting, you may
revoke such proxy and vote in person if you wish, even if you have previously
returned your proxy card. If you do not attend the Special Meeting, you may
still revoke such proxy at any time prior to the Special Meeting by providing
written notice of such revocation to Jeffrey M. Lynn, Secretary of ITS.

By Order of the Board of Directors,

McMurray, Pennsylvania Robert M. Unetich
[DATE], 1996 President

TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, PLEASE COMPLETE, SIGN
AND DATE YOUR PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. DO NOT SEND ANY
STOCK CERTIFICATES WITH THE ENCLOSED PROXY CARD. THE PROCEDURE FOR THE
EXCHANGE OF YOUR SHARES AFTER THE MERGER IS CONSUMMATED IS SET FORTH IN THE
ATTACHED PROXY STATEMENT/PROSPECTUS.

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION; DATED FEBRUARY 21, 1996

INFORMATION TRANSMISSION SYSTEMS CORP.

PROXY STATEMENT
__________________

ADC TELECOMMUNICATIONS, INC.

PROSPECTUS

COMMON STOCK
__________________

This Proxy Statement/Prospectus is being furnished by Information
Transmission Systems Corp., a Pennsylvania corporation ("ITS"), to holders of
common stock, par value $.20 per share, of ITS (the "ITS Common Stock"), in
connection with the solicitation of proxies by the Board of Directors of ITS
for use at a Special Meeting of shareholders of ITS to be held on [DAY],
[DATE], 1996 at [LOCATION], commencing at 10:00 a.m. local time, and at any
adjournment or postponement thereof (the "Special Meeting").

The Special Meeting has been called to consider and vote upon a
proposal to approve and adopt the Agreement and Plan of Merger, dated as of
February 2, 1996 (the "Merger Agreement"), by and among ITS, ADC
Telecommunications, Inc., a Minnesota corporation ("ADC"), Pittsburgh Merger
Sub, Inc., a Pennsylvania corporation and a direct, wholly owned subsidiary
of ADC ("Merger Subsidiary"), and Robert M. Unetich, Jeffrey M. Lynn and
Ronald W. Zborowski, acting solely in their capacities as representatives of
the shareholders of ITS (the "Shareholders' Representatives"), pursuant to
which ITS would be acquired by ADC by means of a merger of Merger Subsidiary
with and into ITS (the "Merger"). If the Merger is consummated, ITS will
become a wholly owned subsidiary of ADC, and issued and outstanding shares of
ITS Common Stock immediately prior to the effective time of the Merger (the
"Effective Time") will be converted into fully paid and nonassessable shares
of Common Stock, par value $.20 per share, of ADC ("ADC Common Stock") having
an aggregate value of $34,000,000 (calculated pursuant to the formula set
forth in the Merger Agreement and more fully described herein) less expenses
incurred by ITS in connection with the Merger. See "THE MERGER-Effects of
the Merger." For additional information regarding the terms of the Merger,
see the Merger Agreement (attached hereto as Exhibit A) and "THE MERGER"
herein.

This Proxy Statement/Prospectus also constitutes a prospectus of ADC
with respect to the shares of ADC Common Stock issuable to the shareholders
of ITS upon consummation of the Merger. ADC has supplied all information
contained in this Proxy Statement/Prospectus relating to ADC and its
subsidiaries, and ITS has supplied all information contained in this Proxy
Statement/Prospectus relating to ITS and its subsidiaries. FOR INFORMATION
CONCERNING VARIOUS RISKS ASSOCIATED WITH ADC COMMON STOCK, SEE "RISK FACTORS"
ON PAGE 19 OF THIS PROXY STATEMENT/PROSPECTUS.

This Proxy Statement/Prospectus and the accompanying form of proxy are
first being mailed to shareholders of ITS on or about [DATE], 1996.
____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________

The date of this Proxy Statement/Prospectus is _________, 1996

<PAGE>

AVAILABLE INFORMATION

ADC is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by ADC with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Regional Offices of the Commission at Seven World
Trade Center, 13th Floor, New York, New York 10048 and CitiCorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material also may be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549 at prescribed rates.

ADC has filed with the Commission a Registration Statement on Form S-4
(together with any amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect
to the ADC Common Stock to be issued pursuant to the Merger. This Proxy
Statement/Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. Such additional
information may be obtained from the Commission's principal office in
Washington, D.C. Statements contained in this Proxy Statement/Prospectus as
to the contents of any contract or other document referred to herein or
therein are not necessarily complete, and in each instance reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement or such other document, each such statement being
qualified in all respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. DOCUMENTS RELATING TO
ADC (EXCLUDING EXHIBITS UNLESS SPECIFICALLY INCORPORATED THEREIN) ARE
AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST TO DAVID F. FISHER,
ESQ., ADC TELECOMMUNICATIONS, INC., 12501 WHITEWATER DRIVE, MINNETONKA,
MINNESOTA 55343, TELEPHONE NUMBER (612) 938-8080. IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY [DATE], 1996
[FIVE BUSINESS DAYS PRIOR TO MEETING].

The following documents, which have been filed by ADC with the
Commission (File No. 0-1424) pursuant to the Exchange Act, are hereby
incorporated by reference in this Proxy Statement/Prospectus: (i) ADC's
Annual Report on Form 10-K for the fiscal year ended October 31, 1995; and
(ii) the description of ADC's Common Stock and Common Stock Purchase Rights
contained in the Registration Statement filed pursuant to Section 12 of the
Exchange Act and any amendment or report filed for the purpose of updating
any such description.

All documents filed by ADC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and before the Special
Meeting shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes of this Proxy Statement/Prospectus to the extent that a statement
contained herein or in another document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Proxy
Statement/Prospectus.
_____________________________

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS
IN CONNECTION WITH THE SOLICITATION OF PROXIES

-2-
<PAGE>

OR THE OFFERING OF SECURITIES MADE HEREBY AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY ADC, ITS OR ANY OTHER PERSON. THIS PROXY STATEMENT/PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
ANY SECURITIES, OR THE SOLICITATION OF A PROXY, IN ANY JURISDICTION TO OR
FROM ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THIS PROXY STATEMENT/PROSPECTUS DOES NOT
COVER ANY RESALES OF THE ADC COMMON STOCK OFFERED HEREBY TO BE RECEIVED BY
SHAREHOLDERS OF ITS DEEMED TO BE "AFFILIATES" OF ITS OR ADC UPON THE
CONSUMMATION OF THE MERGER. NO PERSON IS AUTHORIZED TO MAKE USE OF THIS
PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH SUCH RESALES. NEITHER THE
DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF
SECURITIES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF ADC OR ITS SINCE
THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.

-3-

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TABLE OF CONTENTS

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Page
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AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Parties to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ADC Telecommunications, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Information Transmission Systems Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Pittsburgh Merger Sub, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
The Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Time, Date and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Purposes of the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Record Date; Shares Entitled to Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Votes Required; Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Effective Time of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Procedures for Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Recommendation of the Board of Directors of ITS . . . . . . . . . . . . . . . . . . . . . . . . . 10
Management of ITS after the Merger; Interests of Certain Persons in the Merger . . . . . . . . . 11
The Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Limitations on Negotiations by ITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Conditions to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Termination of the Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Shareholder Voting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Confidentiality and Non-Compete Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Dissenters' Rights of Appraisal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Resales of ADC Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Comparison of Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Market Price Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Comparative Unaudited Per Share Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Selected Consolidated Financial Data of ADC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Selected Consolidated Financial Data of ITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Rapid Technological Change and Importance of New Products . . . . . . . . . . . . . . . . . . . . . . 19
Uncertain Market for Broadband Network Products . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Fluctuations in Operating Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Changing Regulatory Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
International Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
</TABLE>

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Dependence on Proprietary Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Volatility of Stock Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

THE SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Matters to be Considered at the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Board of Directors' Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Record Date; Voting at the Special Meeting; Required Vote . . . . . . . . . . . . . . . . . . . . . . 22
Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Procedures for Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
ITS's Reasons for the Merger; Recommendation of ITS's Board of Directors . . . . . . . . . . . . . . 29
ADC's Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Interests of Certain Persons in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Management of ITS After the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
The Voting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
The Confidentiality and Non-Compete Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Stock Exchange Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Dissenters' Rights of Appraisal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Resales of ADC Common Stock Issued in the Merger; Affiliate Agreements . . . . . . . . . . . . . . . 37

THE MERGER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Certain Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Limitations on Negotiations by ITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
The Shareholders' Representatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

THE VOTING AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
The Voting Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
No Disposition or Encumbrance of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
"No Shop" Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Covenants of Controlling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

THE ESCROW AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
The Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
</TABLE>

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Disbursement of the Escrow Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Assignment and Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

CERTAIN INFORMATION CONCERNING ADC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
The Business of ADC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

CERTAIN INFORMATION CONCERNING ITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Broadcast Systems Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Microwave Systems Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Filter Technology Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Marketing, Sales and Customer Support . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Engineering and Research and Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

ITS MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Comparison of Six Months Ended December 31, 1995 and December 31, 1994 . . . . . . . . . . . . . 54
Comparison of Years Ended June 30, 1995, and June 30, 1994 . . . . . . . . . . . . . . . . . . . 55
Comparison of Years Ended June 30, 1994, and June 30, 1993 . . . . . . . . . . . . . . . . . . . 55
Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECURITY OWNERSHIP OF MANAGEMENT OF ITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

COMPARISON OF SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Shareholder Rights Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Shareholder Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . 58
Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . 58
Right to Call Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . 58
Shareholders' Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Amendments to Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Amendments to Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Liability of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Mergers and Consolidations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Business Combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Other Anti-Takeover Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

DESCRIPTION OF ITS CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
ITS Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
ITS Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

MANAGEMENT AND ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
</TABLE>

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LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

CONSOLIDATED FINANCIAL STATEMENTS OF INFORMATION
TRANSMISSION SYSTEMS CORP.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

Exhibit A Agreement and Plan of Merger, dated as of February 2, 1996, by
and among ADC Telecommunications, Inc., Pittsburgh Merger Sub, Inc.,
Information Transmission Systems Corp., and Robert M. Unetich,
Jeffrey M. Lynn and Ronald W. Zborowski, acting solely in their capacity
as Shareholders' Representatives. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

Exhibit B Form of Voting Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

Exhibit C Form of Escrow Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

Exhibit D Subchapter D and Section 1930 of the Pennsylvania Business Corporation
Law (Dissenters Rights) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
</TABLE>

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SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED IN THIS
PROXY STATEMENT/PROSPECTUS. THIS SUMMARY IS NOT INTENDED TO BE COMPLETE AND
IS QUALIFIED IN ALL RESPECTS BY THE MORE DETAILED INFORMATION INCLUDED IN
THIS PROXY STATEMENT/PROSPECTUS AND THE EXHIBITS HERETO. SHAREHOLDERS ARE
URGED TO READ CAREFULLY THE ENTIRE PROXY STATEMENT/PROSPECTUS, INCLUDING THE
EXHIBITS. AS USED IN THIS PROXY STATEMENT/PROSPECTUS, THE TERMS "ADC" AND
"ITS" REFER TO ADC TELECOMMUNICATIONS, INC. AND INFORMATION TRANSMISSION
SYSTEMS CORP., RESPECTIVELY, AND, WHERE THE CONTEXT SO REQUIRES, TO THEIR
RESPECTIVE SUBSIDIARIES. ADC HAS SUPPLIED ALL INFORMATION CONCERNING ADC AND
ITS SUBSIDIARIES INCLUDED HEREIN, AND ITS HAS SUPPLIED ALL INFORMATION
CONCERNING ITS AND ITS SUBSIDIARIES INCLUDED HEREIN.

GENERAL

This Proxy Statement/Prospectus is being furnished to holders of ITS
Common Stock in connection with the solicitation of proxies by the Board of
Directors of ITS for use at the Special Meeting to consider and vote upon the
approval of the proposed merger (the "Merger") of Information Transmission
Systems Corp., a Pennsylvania corporation ("ITS"), with Pittsburgh Merger
Sub, Inc., a Pennsylvania corporation ("Merger Subsidiary") and a direct,
wholly owned subsidiary of ADC Telecommunications, Inc., a Minnesota
corporation ("ADC"), pursuant to an Agreement and Plan of Merger, dated as of
February 2, 1996 (the "Merger Agreement"), among ITS, ADC, Merger Subsidiary,
and Robert M. Unetich, Jeffrey M. Lynn and Ronald W. Zborowski, acting solely
in their capacity as representatives of the shareholders of ITS (the
"Shareholders' Representatives"). A copy of the Merger Agreement is attached
to this Proxy Statement/Prospectus as Exhibit A. As a result of the Merger,
ITS will become a direct, wholly owned subsidiary of ADC, and holders of
shares of common stock, par value $.20 per share, of ITS ("ITS Common Stock")
will be converted into a certain number of shares of common stock, par value
$.20 per share, of ADC ("ADC Common Stock"), having an aggregate value of
$34,000,000 (calculated pursuant to a formula set forth in the Merger
Agreement, which is more fully described in the accompanying Proxy
Statement/Prospectus) less expenses incurred by ITS in connection with the
Merger. See "THE MERGER--Effects of the Merger."

THE PARTIES TO THE MERGER

ADC TELECOMMUNICATIONS, INC.

ADC designs, manufactures and markets transmission, enterprise
networking and connectivity products for use in broadband global networks.
ADC's wide range of products employ fiber, hybrid fiber coax, wireless and
traditional copper-based technologies. ADC's customers include: public
network providers, which consist of all seven of the Regional Bell Operating
Companies (RBOCs), other telephone companies, long distance carriers,
wireless service providers, the major cable TV operators and other domestic
public network providers; private and governmental network providers (such as
various large business customers and governmental agencies); international
network operators; and major telecommunications Original Equipment
Manufacturers (OEMs). ADC's products enable these network providers to build
and upgrade their networks to support increasing user demand for voice, data
and video services.

For further information concerning ADC, see "CERTAIN INFORMATION
CONCERNING ADC." For information concerning various risks associated with
ADC Common Stock, see "RISK FACTORS." The principal executive offices of ADC
are located at 12501 Whitewater Drive, Minnetonka, Minnesota 55343, and the
telephone number is (612) 938-8080.

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INFORMATION TRANSMISSION SYSTEMS CORP.

ITS designs, manufactures and markets sophisticated television
transmission equipment used in the broadcast television and wireless cable
industry. ITS's products, which include analog and digital broadband
wireless transmitters, facilitate, support and enhance the transmission of
video and audio signals to the end users of such information.

For further information concerning ITS, see "CERTAIN INFORMATION
CONCERNING ITS" herein. The principal executive offices of ITS are located at
375 Valley Brook Road, McMurray, Pennsylvania 15317, and the telephone number
is (412) 941-1500.

PITTSBURGH MERGER SUB, INC.

Merger Subsidiary is a direct, wholly owned subsidiary of ADC, formed
solely for the purpose of the Merger, and has not engaged in any business
activity unrelated to the Merger. The principal executive offices of Merger
Subsidiary are located at 12501 Whitewater Drive, Minnetonka, Minnesota
55343, and the telephone number is (612) 938-8080.

THE SPECIAL MEETING

TIME, DATE AND PLACE

The Special Meeting will be held at 10:00 a.m., local time, on [DAY],
[DATE], 1996 at [LOCATION].

PURPOSES OF THE SPECIAL MEETING

The purposes of the Special Meeting are to (i) consider and vote upon
a proposal to approve and adopt the Merger Agreement, and (ii) transact such
other business as may properly come before the Special Meeting.

RECORD DATE; SHARES ENTITLED TO VOTE

Holders of record of shares of ITS Common Stock outstanding at the
close of business on [DATE], 1996 (the "Record Date"), are entitled to notice
of and to vote at the Special Meeting. At that date, there were 473,647
shares of ITS Common Stock outstanding, each of which will be entitled to one
vote on each matter to be acted upon or which may properly come before the
Special Meeting.

VOTES REQUIRED; QUORUM

The approval and adoption of the Merger Agreement by the shareholders
of ITS will require the affirmative vote of the holders of a majority of the
outstanding shares of ITS Common Stock. Each share of ITS Common Stock is
entitled to one vote on each matter that comes before the Special Meeting.
The presence, in person or by properly executed proxy, of the holders of a
majority of the outstanding shares of ITS Common Stock entitled to vote at
the Special Meeting is necessary to constitute a quorum at the Special
Meeting.

Robert M. Unetich, Jeffrey M. Lynn and Ronald W. Zborowski, who
together beneficially own approximately 87% of the outstanding shares of
ITS Common Stock on the date hereof, have executed Voting Agreements in the form
attached as Exhibit B to this Proxy Statement/Prospectus (each, a "Voting
Agreement" and collectively, the "Voting Agreements") which is incorporated
herein by reference, pursuant to which each such shareholder has agreed to vote
all ITS Common Stock owned by

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such shareholder in favor of approval and adoption of the Merger Agreement.
See "Shareholder Voting Agreements" below and "THE VOTING AGREEMENTS."
Assuming that all such shareholders of ITS vote as required by the Voting
Agreements, approval and adoption of the Merger Agreement is assured. See
"THE SPECIAL MEETING."

As of the Record Date, the directors, executive officers and affiliates
of ITS held, beneficially or otherwise, approximately 90% of the ITS Common
Stock.

THE MERGER

EFFECTIVE TIME OF THE MERGER

It is anticipated that the Merger will become effective as promptly as
practicable after shareholder approval has been obtained, assuming all other
conditions to the Merger have been satisfied or waived. The Merger will
become effective upon the filing of articles of merger with the Secretary of
State of the State of Pennsylvania (the "Effective Time" and the date on
which such filing occurs, the "Effective Date")). See "THE MERGER-Effective
Time of the Merger" and "-Effects of the Merger."

EFFECTS OF THE MERGER

At the Effective Time, pursuant to the Merger Agreement, (i) Merger
Subsidiary will be merged with and into ITS, and ITS will be the surviving
corporation of the Merger (the "Surviving Corporation"), (ii) ITS will become
a wholly owned subsidiary of ADC and (iii) issued and outstanding shares of
ITS Common Stock will be converted into shares of ADC Common Stock having an
aggregate value of $34,000,000 less the Merger Expenses of ITS (as defined
below in "Fees and Expenses"). For a discussion of such conversion and how
the value of a share of ADC Common Stock will be determined pursuant to the
Merger Agreement, see "THE MERGER-Effects of the Merger." Fractional shares
of ADC Common Stock will not be issued in connection with the Merger.
Shareholders of ITS otherwise entitled to fractional shares of ADC Common
Stock will be paid cash in lieu of such fractional shares determined as
described herein under "THE MERGER-Fractional Shares."

PROCEDURES FOR EXCHANGE OF CERTIFICATES

Promptly after the Effective Time, a letter of transmittal and
instructions for surrendering stock certificates evidencing shares of ITS
Common Stock will be mailed to each holder of record of ITS Common Stock
outstanding at the Effective Time for use in exchanging such holder's stock
certificates for certificates evidencing shares of ADC Common Stock and cash
in lieu of fractional shares, and for receiving any dividends or other
distributions to which such holder is entitled as a result of the Merger.
SHAREHOLDERS SHOULD NOT SEND ANY STOCK CERTIFICATES WITH THEIR PROXY CARDS.
See "THE MERGER-Procedures for Exchange of Certificates."

RECOMMENDATION OF THE BOARD OF DIRECTORS OF ITS

The Board of Directors of ITS believes that the Merger is in the
best interests of ITS and its shareholders and has unanimously approved the
Merger and the Merger Agreement. THE BOARD OF DIRECTORS OF ITS UNANIMOUSLY
RECOMMENDS APPROVAL AND ADOPTION OF THE MERGER AGREEMENT TO ITS SHAREHOLDERS.
This recommendation is based on a number of factors discussed in this Proxy
Statement/Prospectus. See "THE MERGER-ITS's Reasons for the Merger;
Recommendation of ITS's Board of Directors."

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<PAGE>

MANAGEMENT OF ITS AFTER THE MERGER; INTERESTS OF CERTAIN PERSONS IN
THE MERGER

ITS, as the Surviving Corporation, will become a direct, wholly owned
subsidiary of ADC upon consummation of the Merger. The directors of Merger
Subsidiary immediately prior to the Effective Time will be the initial
directors of the Surviving Corporation, and the officers of ITS immediately
prior to the Effective Time will be the initial officers of the Surviving
Corporation. See "THE MERGER-Management of ITS after the Merger." The Board
of Directors of ITS was aware of the interests of certain persons in the
Merger described below and considered them, among other matters, in approving
the Merger Agreement and the transactions contemplated thereby. See "THE
MERGER-Interests of Certain Persons in the Merger."

THE MERGER AGREEMENT

REPRESENTATIONS, WARRANTIES AND COVENANTS

The Merger Agreement contains various representations and warranties
of ADC, Merger Subsidiary and ITS relating to the organization or operations
of such entities. See "THE MERGER AGREEMENT-Certain Representations and
Warranties." In the Merger Agreement, ADC, Merger Subsidiary and ITS each
have made certain covenants with respect to conduct of their respective
businesses and certain actions to be taken between the date of the Merger
Agreement and the Effective Date. See "THE MERGER AGREEMENT-Certain
Covenants." ADC's ability to seek indemnification for a breach of any such
representation, warranty or covenant by ITS is generally limited to recovery
of the Escrowed Shares held under the Escrow Agreement (as such terms are
defined below). See "THE ESCROW AGREEMENT."

LIMITATIONS ON NEGOTIATIONS BY ITS

The Merger Agreement provides that ITS may not, directly or
indirectly, through any officer, director, agent or otherwise, solicit,
initiate or encourage submission of any proposal or offer from any person or
entity (including any of the officers or employees of ITS) relating to any
liquidation, dissolution, recapitalization, merger, consolidation or
acquisition or purchase of all or a material portion of the assets of, or any
equity interest in ITS or other similar transaction or business combination
involving ITS or participate in any discussions or negotiations regarding, or
furnish to any other person any information with respect to, or otherwise
cooperate in any way with, or assist or participate in, facilitate or
encourage, any effort by any other person or entity to do or seek any of the
foregoing. ITS has agreed to keep ADC informed regarding any inquiries or
proposals with respect to any such proposal, offer, inquiry or contact. See
"THE MERGER AGREEMENT-Limitations on Negotiations by ITS."

CONDITIONS TO THE MERGER

The obligations of ADC and ITS to consummate the Merger are subject
to the satisfaction of certain conditions, including obtaining requisite
shareholder approval of the Merger Agreement, the absence of any action,
proceeding or injunction prohibiting consummation of the Merger, the receipt
of necessary regulatory and other approvals and consents, that shareholders
representing no more than 5% of the outstanding shares of ITS Common Stock
exercise dissenters' rights, the receipt of an opinion from legal counsel to
ITS to the effect that the Merger will qualify as a tax-free reorganization
for federal income tax purposes, an opinion from ADC's independent public
accountants to the effect that the Merger qualifies for "pooling of
interests" accounting treatment, continuing accuracy of representations and
warranties in the Merger Agreement, performance or compliance with the
agreements and

-11-

<PAGE>

covenants in the Merger Agreement, the receipt of a comfort letter from ITS's
independent public accountants, and the execution of the Escrow Agreement and
the Confidentiality and Non-Compete Agreements (as defined below). See "THE
MERGER AGREEMENT-Conditions."

TERMINATION OF THE MERGER AGREEMENT

The Merger Agreement may be terminated at any time prior to the
Effective Time, whether before or after approval of the matters presented in
connection with the Merger by the shareholders of ITS, (i) by the mutual
written consent of ADC and ITS, or (ii) by either ADC or ITS if the Articles
of Merger have not been filed with the Pennsylvania Secretary of State by
April 30, 1996; provided that neither ADC nor ITS will be entitled to
terminate the Merger Agreement if such party's breach of the Merger Agreement
has prevented the consummation of the transactions contemplated by the Merger
Agreement or the filing of the Articles of Merger.

ADC may also terminate the Merger Agreement if, after the date of the
Merger Agreement, there shall have been a material adverse change in the
assets, financial condition, operating results, customer, employee or
supplier relations, business condition or prospects of ITS or if an event
shall have occurred which, so far as reasonably can be foreseen, would result
in any such change, except to the extent such change is directly caused by
ADC or Merger Subsidiary and except that, in certain circumstances, ITS shall
have an opportunity to cure the material adverse consequences of such change
or event.

ITS may also terminate the Merger Agreement if, after the date of the
Merger Agreement, there shall have been a material adverse change in the
assets, financial condition, operating results, customer, employee or
supplier relations, business condition or prospects of ADC or if an event
shall have occurred which, so far as reasonably can be foreseen, would result
in any such change, except to the extent such change is directly caused by
ITS or a subsidiary of ITS and except that, in certain circumstances, ADC
shall have an opportunity to cure the material adverse consequences of any
such change or event. See "THE MERGER AGREEMENT-Termination."

SHAREHOLDER VOTING AGREEMENTS

As an inducement to ADC to execute the Merger Agreement, concurrently
with the execution of the Merger Agreement, Messrs. Unetich, Lynn and
Zborowski, who together beneficially own 413,600 shares of ITS Common Stock as
of the Record Date (representing approximately 87% of the outstanding shares of
ITS Common Stock as of the Record Date), entered into the Voting Agreements,
pursuant to which such shareholders have agreed to vote all of their shares
in favor of approval and adoption of the Merger Agreement. In addition,
under the Voting Agreements, such shareholders have agreed that, if ITS seeks
a vote of its shareholders with respect to any Competing Transaction (as
defined in each Voting Agreement, see "THE VOTING AGREEMENTS") such
shareholders will vote such shares in favor of the Merger and the Merger
Agreement and against any Competing Transaction. Such shareholders received
no monetary consideration for entering into the Voting Agreements. The Voting
Agreements terminate upon the termination of the Merger Agreement in
accordance with its terms. See "THE MERGER-The Voting Agreements," and "THE
VOTING AGREEMENTS."

CONFIDENTIALITY AND NON-COMPETE AGREEMENTS

As a condition to ADC's obligation to execute the Merger Agreement,
and as an inducement for ADC to consummate the Merger, Messrs. Unetich, Lynn
and Zborowski have agreed to enter into Confidentiality and Non-Compete
Agreements. Under the Confidentiality and Non-Compete Agreements, each such
individual has agreed that, during the term of his employment with ITS or at

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<PAGE>

any time thereafter, he shall not divulge, furnish or make accessible to
anyone or use in any way any confidential or secret knowledge or information
of ITS or of any affiliate of ITS, including ADC and its other subsidiaries
(collectively, the "ADC Affiliates"). In addition, each such individual has
agreed that, during the term of his employment with ITS and for the longer of
the period ending either (i) one year after the termination of his employment
with ITS (whether such termination is with or without cause, or whether such
termination is occasioned by such individual or ITS) or (ii) three years
after the date of signing the Confidentiality and Non-Compete Agreement, he
shall not, directly or indirectly, engage in any business activities that are
competitive with the business then conducted by ITS or any ADC Affiliate for
whom he performs services during his employment with ITS, in any manner or
capacity in any phase of the business of ITS or the business of any ADC
Affiliate. See "THE MERGER-The Confidentiality and Non-Compete Agreements."

ESCROW AGREEMENT

ACCOUNTING TREATMENT

It is intended that the Merger will qualify as a "pooling of
interests" for financial reporting purposes. It is a condition to the
obligation of ADC to consummate the Merger that ADC shall have received the
opinion of Arthur Andersen LLP, ADC's independent public accountants, to the
effect that, as of the Effective Time, the Merger qualifies for pooling of
interests accounting treatment if consummated in accordance with the terms of
the Merger Agreement. See "THE MERGER-Accounting Treatment."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The Merger is intended to qualify as a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"). If the Merger so qualifies, no gain or loss will be recognized
by holders of ITS Common Stock upon their receipt pursuant to the Merger of
ADC Common Stock in exchange for their shares of ITS Common Stock, except
with respect to cash received in lieu of fractional shares. ITS's obligation
to consummate the Merger is conditioned upon its receipt of an opinion from
its counsel based upon certain representations and assumptions set forth
therein, substantially to the effect that the Merger will qualify as such a
"reorganization." EACH HOLDER OF ITS COMMON STOCK IS URGED TO CONSULT HIS OR
HER OWN PERSONAL TAX AND FINANCIAL ADVISORS CONCERNING THE FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER, AS WELL AS ANY APPLICABLE STATE, LOCAL, FOREIGN
OR OTHER TAX CONSEQUENCES, BASED UPON SUCH HOLDER'S OWN PARTICULAR FACTS AND
CIRCUMSTANCES. See "THE MERGER-Certain Federal Income Tax Consequences" and
"THE MERGER AGREEMENT-Conditions."

DISSENTERS' RIGHTS OF APPRAISAL

Holders of ITS Common Stock have the right to dissent from approval
and adoption of the Merger Agreement and, if the Merger is consummated, to
receive payment of the "fair value" of their

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<PAGE>

shares (determined in accordance with Pennsylvania law) upon compliance with
the provisions of Subchapter D and Section 1930 of the Pennsylvania Business
Corporation Law of 1988, as amended (the "PBCL"), a copy of which is attached
to this Proxy Statement/Prospectus as Exhibit D and is incorporated herein by
reference. Shareholders of ITS Common Stock are urged to read Subchapter D and
Section 1930 carefully. See "THE MERGER-Dissenters' Rights of Appraisal." As a
condition to ADC's obligation to consummate the Merger, no more than 5% of the
outstanding shares of ITS Common Stock may exercise dissenters' rights.

REGULATORY APPROVALS

Consummation of the Merger is conditioned upon, among other things,
the expiration or termination of all applicable waiting periods pursuant to
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"). The HSR Act requires that parties to certain acquisitions file
notifications with the federal antitrust authorities and observe a waiting
period prior to consummation. ADC and ITS each initially filed Notification
and Report Forms with respect to the Merger under the HSR Act on February 9,
1996. Consummation of the Merger is also conditioned upon the giving of all
required notices and obtaining receipt of all other regulatory approvals
necessary for consummation of the Merger. See "THE MERGER-Regulatory
Approvals."

RESALES OF ADC COMMON STOCK

The shares of ADC Common Stock to be issued to shareholders of ITS
in connection with the Merger have been registered under the Securities Act.
All shares of ADC Common Stock received by holders of ITS Common Stock upon
consummation of the Merger will be freely transferable by those shareholders
of ITS not deemed to be "affiliates" (as such term is defined under the
Securities Act) of ITS or ADC. It is a condition to the obligation of ADC to
consummate the Merger that ITS cause each person who may be an "affiliate" of
ITS to execute and deliver to ADC, on or prior to the Effective Time, an
agreement providing that such affiliate will not sell, pledge, transfer or
otherwise dispose of any ADC Common Stock obtained as a result of the Merger
except in specified circumstances. See "THE MERGER-Resales of ADC Common
Stock Issued in the Merger; Affiliate Agreements" and "THE MERGER
AGREEMENT-Conditions."

COMPARISON OF SHAREHOLDER RIGHTS

Upon consummation of the Merger, shareholders of ITS will become
shareholders of ADC. As a result, their rights as shareholders, which are now
governed by Pennsylvania corporate law and ITS's Articles of Incorporation
and Bylaws, will be governed by Minnesota corporate law and ADC's Restated
Articles of Incorporation, as amended, and Composite Restated Bylaws, as
amended. See "COMPARISON OF SHAREHOLDER RIGHTS" for a summary of certain
material differences between the rights of holders of ADC Common Stock and the
rights of holders of ITS Common Stock.

FEES AND EXPENSES

ADC shall pay all of its own expenses relating to the Merger, the
negotiation of the Merger Agreement, the performance of any of its
obligations under the Merger Agreement and the Articles of Merger and the
consummation of the transactions contemplated by the Merger Agreement (such
expenses, for any party to the Merger Agreement, including, without
limitation, any attorneys', accountants', financial advisors' or brokers' and
finders' fees, are hereinafter referred to as "Merger Expenses"), whether or
not the Merger is consummated. If the transactions contemplated by the
Merger Agreement and by the Articles of Merger are consummated, the Merger
Expenses incurred by ITS will be deducted from the aggregate consideration
otherwise payable to shareholders of ITS in the Merger, as described under
"THE MERGER AGREEMENT-Fees and Expenses." If such transactions are not

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<PAGE>

consummated, ITS will pay all of the Merger Expenses incurred by ITS. See
"THE MERGER AGREEMENT-Fees and Expenses."

MARKET PRICE DATA

The ADC Common Stock is traded on the Nasdaq National Market under
the symbol "ADCT." There is no public trading market for the ITS Common
Stock. The first public announcement of the proposed Merger was made during
the trading day on February 2, 1996. On February 1, 1996 and on______, 1996,
the closing prices per share of ADC Common Stock on the Nasdaq National
Market were $40.25 and $_____, respectively.

Apart from the publicly disclosed information concerning ADC which is
included in this Proxy Statement/Prospectus or incorporated by reference
herein, ADC does not know what factors account for changes in the market
price of its stock. Because the aggregate number of shares of ADC Common
Stock to be received in the Merger is dependent upon the market price of ADC
Common Stock during the period between signing of the Merger Agreement and
the third trading day prior to the Effective Date, fluctuations in the market
value of ADC Common Stock will impact the number of shares of ADC Common
Stock received in the Merger in exchange for each outstanding share of ITS
Common Stock. As a result, the market value of the ADC Common Stock that the
shareholders of ITS ultimately receive could be more or less than its market
value on the date of this Proxy Statement/Prospectus or on the date of the
Special Meeting. Shareholders of ITS are advised to obtain current market
quotations for ADC Common Stock. NO ASSURANCE CAN BE GIVEN AS TO THE MARKET
PRICE OF ADC COMMON STOCK AT ANY TIME BEFORE THE EFFECTIVE TIME OR AS TO THE
MARKET PRICE OF ADC COMMON STOCK AT ANY TIME THEREAFTER.

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<PAGE>

COMPARATIVE UNAUDITED PER SHARE DATA

The following table presents selected comparative unaudited per share
data with respect to ADC Common Stock on an historical and a pro forma
combined basis, and with respect to ITS Common Stock on a historical and pro
forma equivalent basis, giving effect to the Merger as a pooling of interests
for accounting and financial reporting purposes. With respect to ADC, the
historical data is based on the historical consolidated financial statements as
of October 31, 1995 and for each of the three years ended October 31, 1995, 1994
and 1993. With respect to ITS, the historical data is based on the historical
consolidated financial statements as of September 30, 1995 and for each of the
twelve-month periods ended September 30, 1995, 1994 and 1993. The pro forma data
is based on a combination of these periods and assumes that the Merger had been
effective on October 31, 1995. Neither ADC nor ITS has declared or paid any
dividends during the past three years. The unaudited pro forma data set forth
in the following table is derived from, and should be read in conjunction with,
the historical consolidated financial statements of ADC and ITS, including the
respective notes thereto. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE"
and "CONSOLIDATED FINANCIAL STATEMENTS OF INFORMATION TRANSMISSION SYSTEMS
CORP." The pro forma combined per share data is based on an assumed exchange
rate based on various assumptions as set forth under "THE MERGER-Effects of the
Merger." THE PER SHARE DATA SET FORTH BELOW IS PRESENTED FOR INFORMATIONAL
PURPOSES ONLY, AND IS NOT NECESSARILY INDICATIVE OF THE RESULTS OF THE FUTURE
OPERATIONS OF THE COMBINED ENTITY OR THE ACTUAL RESULTS THAT WOULD HAVE BEEN
ACHIEVED HAD THE MERGER BEEN CONSUMMATED ON THE DATES OR PRIOR TO THE PERIODS
PRESENTED.

<TABLE>
<CAPTION>
ADC Common Stock ITS Common Stock
-------------------------- ---------------------------
Pro forma Pro forma
Historical Combined Historical Equivalent
---------- ------------ ---------- -------------
<S> <C> <C> <C> <C>
BOOK VALUE (1):
ADC (October 31, 1995); ITS (September 30, 1995) . . $ 8.14 $ 8.08 $ 6.94 $ 15.66

NET INCOME (2):
ADC (Year Ended October 31, 1995); ITS (Twelve
month period ended September 30, 1995) . . . . . $ 0.94 $ 0.93 $ 0.53 $ 1.80
ADC (Year Ended October 31, 1994); ITS (Twelve
month period ended September 30, 1994) . . . . . $ 0.70 $ 0.72 $ 2.98 $ 1.40
ADC (Year ended October 31, 1993); ITS (Twelve
month period ended September 30, 1993) . . . . . $ 0.58 $ 0.58 $ 1.13 $ 1.12
</TABLE>
________________________

(1) The pro forma combined book value per share of ADC Common Stock is
based upon the pro forma common shareholders' equity of the
combined companies, divided by the total pro forma common shares of
the combined companies outstanding as of the date indicated,
assuming conversion of each share of ITS Common Stock into 1.938
shares of ADC Common Stock (the "Assumed Exchange Ratio"). See
"THE MERGER-Effects of the Merger" for a description of the
assumptions used and the method of calculation of the Assumed
Exchange Ratio. The pro forma equivalent book value per share of
ITS Common Stock represents the pro forma combined book value per
share multiplied by the Assumed Exchange Ratio.
(2) The pro forma combined net income per share (based on fully diluted
weighted average shares outstanding) of ADC Common Stock is based
on the pro forma net income for the combined companies, divided by
the pro forma weighted average common shares outstanding of the
combined companies, assuming the Assumed Exchange Ratio applies.
The pro forma equivalent net income per share of ITS Common Stock
represents the pro forma combined net income multiplied by the
Assumed Exchange Ratio.

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<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA OF ADC

The following table summarizes certain selected historical
consolidated financial data of ADC and subsidiaries, which should be read in
conjunction with the audited consolidated financial statements of ADC, and
the notes thereto, incorporated by reference into this Proxy Statement/
Prospectus. The financial data for the five years ended October 31, 1995
have been derived from the audited consolidated financial statements of ADC.
All share and per share amounts have been restated to reflect a two-for-one
stock split effected in the form of a 100% stock dividend in June 1993 and an
additional two-for-one stock split effected in the form of a 100% stock
dividend in February 1995.

<TABLE>
<CAPTION>
Years Ended October 31,
------------------------------------------------------------------
1995 1994 1993 1992 1991
---------- ----------- ---------- ----------- ----------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net sales $ 586,222 $ 448,735 $ 366,118 $ 316,496 $ 293,839
Cost of product sold 302,094 221,448 178,572 155,074 148,614
---------- ----------- ---------- ----------- ----------
Gross profit 284,128 227,287 187,546 161,422 145,225
---------- ----------- ---------- ----------- ----------
Expenses:
Development and product
engineering 66,460 48,974 40,988 36,063 32,315
Selling and administration 130,297 110,799 93,311 82,966 74,369
Goodwill amortization 3,133 3,135 2,798 2,720 1,953
Personnel reduction 3,914 -- -- 3,800 --
---------- ----------- ---------- ----------- ----------
Total expenses 203,804 162,908 137,097 125,549 108,637
---------- ----------- ---------- ----------- ----------
Operating income 80,324 64,379 50,449 35,873 36,588
Other income (expense), net:
Interest 6,803 1,158 183 (942) (108)
Other (898) (1,216) (895) (205) (75)
---------- ----------- ---------- ----------- ----------
Income before income taxes and
extraordinary item 86,229 64,321 49,737 34,726 36,405
Provision for income taxes 31,043 23,800 18,101 13,700 14,380
---------- ----------- ---------- ----------- ----------
Net income before
extraordinary item 55,186 40,521 31,636 21,026 22,025
Extraordinary item, net of taxes (1) -- (1,450) -- -- --
---------- ----------- ---------- ----------- ----------
Net income $ 55,186 $ 39,071 $ 31,636 $ 21,026 $ 22,025
---------- ----------- ---------- ----------- ----------
---------- ----------- ---------- ----------- ----------
Average common shares
outstanding 58,547 55,610 54,998 54,176 53,476
---------- ----------- ---------- ----------- ----------
---------- ----------- ---------- ----------- ----------
Earnings per share before
extraordinary item (1) $ .94 $ .73 $ .58 $ .39 $ .41
---------- ----------- ---------- ----------- ----------
---------- ----------- ---------- ----------- ----------
Earnings per share .94 .70 .58 .39 .41
---------- ----------- ---------- ----------- ----------
---------- ----------- ---------- ----------- ----------

BALANCE SHEET DATA (AT PERIOD END):
Cash and cash equivalents $ 238,491 $ 49,512 $ 16,324 $ 20,484 $ 30,109
Working capital 358,786 132,015 87,630 75,284 79,005
Total assets 601,083 334,684 280,054 240,762 247,169
Long-term debt 410 810 1,110 14,434 45,046
Total stockholders' investment 510,866 264,758 220,394 182,188 158,374
</TABLE>
________________________
(1) An extraordinary charge of $1,450,000 (or $.03 per share), net of
income taxes, recorded in the quarter ended January 31, 1994,
represents the charge to clean up and repair the damage from an
earthquake at ADC's facility in California.

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<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA OF ITS

The following table summarizes certain selected historical
consolidated financial data of ITS, which should be read in conjunction with
the audited consolidated financial statements of ITS, and the notes thereto,
appearing elsewhere in this Proxy Statement/Prospectus. See "CONSOLIDATED
FINANCIAL STATEMENTS OF INFORMATION TRANSMISSION SYSTEMS CORP." The
financial data for the five years ended June 30, 1995 have been derived from
the audited consolidated financial statements of ITS for such periods. The
financial data for the six months ended December 31, 1995 and 1994 are
derived from the unaudited historical financial statements of ITS. All
financial information derived from the unaudited financial statements
reflects, in the opinion of management of ITS, all adjustments (consisting
only of normal recurring adjustments) necessary for a fair presentation of
such data. Results for the six months ended December 31, 1995 are not
necessarily indicative of the results that may be expected for any other
interim period or for the year as a whole.

<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended Years Ended June 30,
December 31, December 31, -----------------------------------------------------
1995 1994 1995 1994 1993 1992 1991
------------ ------------ -------- -------- --------- -------- ---------
(Unaudited) (In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>

STATEMENT OF INCOME DATA:
Net Sales $ 11,070 $ 11,276 $ 23,337 $ 17,465 $ 11,593 $ 11,119 $ 8,503
Cost of Goods Sold 6,938 6,843 $ 14,376 $ 11,289 $ 7,990 $ 7,705 $ 5,983
--------- --------- -------- -------- --------- -------- ---------
Gross Profit $ 4,132 $ 4,433 $ 8,961 $ 6,176 $ 3,603 $ 3,414 $ 2,520
--------- --------- -------- -------- --------- -------- ---------

Selling, General and
Administrative Expenses $ 4,131 $ 3,605 $ 7,459 $ 4,479 $ 3,222 $ 2,826 $ 2,523
--------- --------- -------- -------- --------- -------- ---------
Income (Loss) from Operations $ 1 $ 828 $ 1,502 $ 1,697 $ 381 $ 588 $ (3)
Interest Expense, Net $ 67 $ 27 $ 146 $ 72 $ 101 $ 139 $ 145
--------- --------- -------- -------- --------- -------- ---------
Income (Loss) Before Income Taxes $ (66) $ 801 $ 1,356 $ 1,625 $ 280 $ 449 $ (148)
Provision (Credit) For Income Taxes $ (4) $ 315 $ 518 $ 523 $ 63 $ 142 $ (33)
--------- --------- -------- -------- --------- -------- ---------
Income (Loss) Before Cumulative
Effect of Accounting Change $ (70) $ 486 $ 838 $ 1,102 $ 217 $ 307 $ (115)
Cumulative Effect on Prior Years of
Change in Accounting for
Income Taxes $ -- $ -- $ -- $ (17) $ -- $ -- $ --
--------- --------- -------- -------- --------- -------- ---------
Net Income (Loss) $ (70) $ 486 $ 838 $ 1,119 $ 217 $ 307 $ (115)
--------- --------- -------- -------- --------- -------- ---------
--------- --------- -------- -------- --------- -------- ---------
Average Common Shares Outstanding 474 465 469 464 465 467 479
--------- --------- -------- -------- --------- -------- ---------
--------- --------- -------- -------- --------- -------- ---------
Earnings Per Share $ (0.15) $ 1.05 $ 1.79 $ 2.41 $ 0.47 $ 0.66 $ (0.24)
--------- --------- -------- -------- --------- -------- ---------
--------- --------- -------- -------- --------- -------- ---------

BALANCE SHEET DATA (AT PERIOD END):

Cash and Cash Equivalents $ 175 $ (27) $ 236 $ 1,181 $ 272 $ 182 $ 77
Working Capital $ 982 $ 1,544 $ 1,332 $ 1,099 $ 461 $ 662 $ 529
Total Assets $ 9,297 $ 9,792 $ 8,760 $ 7,750 $ 4,725 $ 4,661 $ 4,276
Long-term Debt $ 1,789 $ 2,065 $ 1,926 $ 1,196 $ 1,127 $ 808 $ 911
Total Stockholders' Equity $ 3,340 $ 3,599 $ 3,410 $ 2,526 $ 1,409 $ 1,206 $ 912
--------- --------- -------- -------- --------- -------- ---------
--------- --------- -------- -------- --------- -------- ---------
</TABLE>

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<PAGE>

RISK FACTORS

In addition to the other information contained in or incorporated by
reference into this Proxy Statement/Prospectus, ITS's shareholders should
consider carefully the following risk factors regarding ADC:

RAPID TECHNOLOGICAL CHANGE AND IMPORTANCE OF NEW PRODUCTS

The telecommunications equipment industry is characterized by rapid
technological change, evolving industry standards, changing market conditions
and frequent new product introductions and enhancements. The introduction of
products embodying new technologies or the emergence of new industry standards
can render existing products or products under development obsolete or
unmarketable. ADC's ability to anticipate changes in technology and industry
standards and successfully to develop and introduce new products on a timely
basis will be a significant factor in ADC's ability to grow and remain
competitive. New product development often requires long-term forecasting of
market trends, development and implementation of new technologies and processes
and a substantial capital commitment. In particular, ADC has recently invested
substantial resources toward the development of new products such as its
Homeworx-TM- product utilizing hybrid fiber coax technology. ADC is engaging in
extensive field testing and evaluation of its Homeworx-TM- system for video and
telephony applications, and has shipped the Homeworx-TM- system for video
applications to a limited number of customers for initial deployment.
Development and customer acceptance of new products is inherently uncertain, and
there can be no assurance that ADC will successfully complete the development of
the Homeworx-TM- system for telephony applications or other new products on a
timely basis or that such products will be commercially successful. Any failure
by ADC to anticipate or respond on a cost-effective and timely basis to
technological developments, changes in industry standards or customer
requirements, or any significant delays in product development or introduction,
could have a material adverse effect on ADC's business, operating results and
financial condition.

UNCERTAIN MARKET FOR BROADBAND NETWORK PRODUCTS

Over the past several years, ADC's principal product offerings have
generally consisted of copper-based and fiber-based products designed to address
the needs of its customers for connectivity, transmission and networking
applications on traditional telephony networks. However, with the growth of
multimedia and the associated development of enhanced voice, video and data
transmission technologies, ADC's recent product offerings and research and
development efforts have been increasingly focused on addressing the broadband
telecommunications equipment market through the use of new or different
technologies. The market for broadband telecommunications products is emerging
and rapidly changing. ADC's future growth is dependent in part on its ability
to successfully develop and commercially introduce new products in each of its
product groups addressing this market, as well as the growth in this market.
The growth in the market for such broadband telecommunications products is
dependent on a number of factors, including the amount of capital expenditures
by public network providers, regulatory and legal developments and end-user
demand for integrated voice, video, data and other network services. There can
be no assurance that the market for broadband telecommunications products will
develop rapidly. In addition, to the extent this market develops, there can be
no assurance that ADC's products will meet with market acceptance or be
profitable.

COMPETITION

Competition in the telecommunications equipment industry is intense, and
ADC believes that competition may increase substantially with the deployment of
broadband networks and potential

-19-

<PAGE>

regulatory changes. Many of ADC's foreign and domestic competitors have more
extensive engineering, manufacturing, marketing, financial and personnel
resources than those of ADC. ADC believes its success in competing with other
manufacturers of telecommunications products depends primarily on its
engineering, manufacturing and marketing skills, the price, quality and
reliability of its products, and its delivery and service capabilities. While
the market for ADC's products has not historically been characterized by
significant price competition, ADC may face increasing pricing pressures from
current and future competitors in certain or all of the markets for its
products. In addition, ADC believes that technological change, the increasing
addition of data, video and other services to networks, continuing regulatory
change and industry consolidation or new entrants will continue to cause rapid
evolution in the competitive environment of the telecommunications equipment
market, the full scope and nature of which is difficult to predict at this time.
Increased competition could result in price reductions, reduced margins and loss
of market share by ADC. There can be no assurance that ADC will be able to
compete successfully with its existing or new competitors or that competitive
pressures faced by ADC will not materially and adversely affect its business,
operating results and financial condition.

FLUCTUATIONS IN OPERATING RESULTS

ADC's operating results may fluctuate significantly from quarter to quarter
due to several factors, including, without limitation, the volume and timing of
orders from, and shipments to, major customers, the timing of new product
announcements and the availability of product by ADC or its competitors, overall
level of capital expenditures by public network providers, market acceptance of
new and enhanced versions of ADC's products, variations in the mix of products
ADC sells or its sales channels, and the availability and cost of key
components. ADC's expense levels are based in part on expectations of future
revenues. If revenue levels in a particular period do not meet expectations,
operating results will be adversely affected. In addition, ADC's results of
operations are subject to seasonal factors. ADC historically has experienced a
stronger demand for its products in the fourth fiscal quarter, primarily as a
result of ADC year-end incentives and customer budget cycles, and has
experienced a weaker demand for its products in the first fiscal quarter,
primarily as a result of the number of holidays in late November, December and
early January and a general industry slowdown during that period.

CHANGING REGULATORY ENVIRONMENT

The telecommunications industry is subject to regulation in the United
States and other countries. ADC's business is dependent upon the continued
growth of the telecommunications industry in the United States and
internationally. Federal and state regulatory agencies regulate most of ADC's
domestic customers. On January 3, 1996, the U.S. Congress passed the
Telecommunications Act of 1996 (the "Telecommunications Act"). [The President
of the United States signed the Telecommunications Act into law on February 8,
1996.] The Telecommunications Act will lift certain restrictions on the ability
of companies, including RBOCs and other customers of ADC, to compete with one
another and would generally reduce the regulation of the telecommunications
industry. While ADC believes that the deregulation of the telecommunications
industry may increase ADC's opportunities to provide solutions for its
customers' voice, data and video needs, the effect of the Telecommunications
Act on the market for ADC's products is difficult to predict at this time,
and there can be no assurance that competition in ADC's product market will
not intensify as a result of such deregulation. Changes in current or future
laws or regulations, in the United States or elsewhere, could materially and
adversely affect ADC's business.

INTERNATIONAL OPERATIONS

Export sales accounted for 16.1%, 15.0% and 18.2% of ADC's net sales in
fiscal 1993, 1994, and 1995, respectively, and ADC expects that export sales may
increase as a percentage of net sales in the future. In addition, ADC owns or
subcontracts manufacturing operations located in Mexico, Australia and China.
Due to its export sales and its international manufacturing operations, ADC is
subject to the risks of conducting business internationally, including
unexpected changes in, or impositions of, legislative or regulatory
requirements, fluctuations in the U.S. dollar, which could materially and
adversely affect U.S. dollar revenues or operating expenses, tariffs and other
barriers and restrictions,

-20-

<PAGE>

potentially longer payment cycles, greater difficulty in accounts receivable
collection, potentially adverse taxes, and the burdens of complying with a
variety of foreign laws and telecommunications standards. ADC also is subject
to general geopolitical risks, such as political and economic instability and
changes in diplomatic and trade relationships, in connection with its
international operations. There can be no assurance that such factors will not
materially and adversely affect ADC's operations in the future or require ADC to
modify significantly its current business practices. In addition, the laws of
certain foreign countries may not protect ADC's proprietary technology to the
same extent as do the laws of the United States.

DEPENDENCE ON PROPRIETARY TECHNOLOGY

ADC's future success depends in part upon its proprietary technology.
Although ADC attempts to protect its proprietary technology through patents,
copyrights and trade secrets, it also believes that its future success will
depend upon product development, technological expertise and distribution
channels. There can be no assurance that ADC will be able to protect its
technology, or that competitors will not be able to develop similar technology
independently. ADC has received and may in the future receive from third
parties, including some of its competitors, notices claiming that it is
infringing third-party patents or other proprietary rights. There can be no
assurance that ADC would prevail in any litigation over third-party claims, or
that it would be able to license any valid and infringed patents on commercially
reasonable terms. Furthermore, litigation, regardless of its outcome, could
result in substantial cost to and diversion of effort by ADC. Any litigation or
successful infringement claims by third parties could materially and adversely
affect ADC's business, operating results and financial condition.

VOLATILITY OF STOCK PRICE

Based on the trading history of its stock, ADC believes factors such as
announcements of new products by ADC or its competitors, quarterly fluctuations
in ADC's financial results, customer contract awards, developments in
telecommunications regulation and general conditions in the telecommunications
equipment industry have caused and are likely to continue to cause the market
price of ADC's Common Stock to fluctuate substantially. In addition,
telecommunications equipment company stocks have experienced significant price
and volume fluctuations that often have been unrelated to the operating
performance of such companies. This market volatility may adversely affect the
market price of ADC's Common Stock.

-21-

<PAGE>
THE SPECIAL MEETING

GENERAL

This Proxy Statement/Prospectus is being furnished to holders of ITS Common
Stock in connection with the solicitation of proxies by the Board of Directors
of ITS for use at a Special Meeting to be held on [DAY], [DATE], 1996
at[LOCATION], commencing at 10:00 a.m. local time, and at any adjournment or
postponement thereof.

This Proxy Statement/Prospectus and accompanying form of proxy are first
being mailed to shareholders of ITS on or about [DATE], 1996. This Proxy
Statement/Prospectus is also furnished to holders of ITS Common Stock as a
Prospectus in connection with the issuance to them of ADC Common Stock upon
consummation of the Merger.

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

At the Special Meeting, holders of ITS Common Stock will (i) consider and
vote upon a proposal to approve and adopt the Merger Agreement, and
(ii) transact such other business as may properly come before the Special
Meeting or any postponement or adjournment thereof.

BOARD OF DIRECTORS' RECOMMENDATION

THE BOARD OF DIRECTORS OF INFORMATION TRANSMISSION SYSTEMS CORP. BELIEVES
THAT THE MERGER AGREEMENT IS IN THE BEST INTERESTS OF INFORMATION TRANSMISSION
SYSTEMS CORP. AND ITS SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS APPROVAL AND
ADOPTION OF THE MERGER AGREEMENT TO SHAREHOLDERS OF INFORMATION TRANSMISSION
SYSTEMS CORP.

RECORD DATE; VOTING AT THE SPECIAL MEETING; REQUIRED VOTE

ITS has fixed the close of business on [DATE], 1996, as the Record Date for
the determination of the holders of ITS Common Stock entitled to notice of and
to vote at the Special Meeting. Accordingly, only holders of record of ITS
Common Stock on the Record Date will be entitled to notice of and to vote at the
Special Meeting. As of the Record Date, there were 473,647 shares of ITS Common
Stock outstanding and entitled to vote, which shares were held in the aggregate
by 49 holders of record. Each holder of record of ITS Common Stock on the
Record Date is entitled to cast one vote per share of ITS Common Stock,
exercisable in person or by properly executed proxy, at the Special Meeting.
The presence, in person or by properly executed proxy, of the holders of a
majority of the ITS Common Stock entitled to vote at the Special Meeting is
necessary to constitute a quorum at the Special Meeting.

The approval and adoption of the Merger Agreement by the shareholders of
ITS will require the affirmative vote of the holders of a majority of ITS Common
Stock. Each share of ITS Common Stock is entitled to one vote on each matter
that comes before the Special Meeting. If an executed proxy card is returned
and the shareholder has abstained from voting on any matter, the shares
represented by such proxy will be considered present at the meeting for purposes
of determining a quorum and for purposes of calculating the vote but will not be
considered to have been voted in favor of such matter. Only votes cast FOR
approval of the Merger Agreement or other matters constitute affirmative votes.
Accordingly, abstentions will have the same effect as a vote against the Merger
Agreement.

As of the Record Date, Robert M. Unetich, Jeffrey M. Lynn and Ronald W.
Zborowski (the "Shareholders' Representatives"), who together beneficially own
an aggregate of 413,600 shares of ITS

-22-

<PAGE>

Common Stock, representing approximately 87% of the voting power of the
outstanding ITS Common Stock as of the date hereof, had entered into the Voting
Agreements, pursuant to which such shareholders have agreed to vote all ITS
Common Stock owned by them in favor of the Merger and all other actions
necessary or desirable for the consummation of the Merger. Assuming that all of
such shareholders vote as required by the Voting Agreements, approval of the
Merger Agreement is assured. See "THE MERGER-The Voting Agreements" and "THE
VOTING AGREEMENTS." As of the Record Date, neither ADC nor any of its directors
or executive officers or their affiliates beneficially owned any shares of ITS
Common Stock.

PROXIES

This Proxy Statement/Prospectus is being furnished to ITS shareholders in
connection with the Special Meeting. All shares of ITS Common Stock represented
at the Special Meeting by properly executed proxies received prior to or at the
Special Meeting, and not revoked, will be voted at the Special Meeting in
accordance with the instructions indicated on such proxies. If no instructions
are indicated, such proxies will be voted for approval and adoption of the
Merger Agreement. If any other matters are properly presented at the Special
Meeting for consideration, including, among other things, consideration of a
motion to postpone or adjourn the Special Meeting to another time or place, the
persons named in the enclosed form of proxy and acting thereunder will have
discretion to vote on such matters in accordance with their best judgment.

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of ITS, at or before the taking of the vote at the Special
Meeting, a written notice of revocation bearing a later date than the proxy,
(ii) duly executing a later dated proxy relating to the same shares and
delivering it to the Secretary of ITS before the taking of the vote at the
Special Meeting, or (iii) attending the Special Meeting and voting in person
(although attendance at the Special Meeting will not in and of itself constitute
a revocation of a proxy). Any written notice of revocation or subsequent proxy
should be sent so as to be delivered to Information Transmission Systems Corp.,
375 Valley Brook Road, McMurray, Pennsylvania 15317, Attention: Corporate
Secretary, or hand delivered to the Secretary of ITS at or before the taking of
the vote at the Special Meeting.

The meeting may be postponed or adjourned from time to time without notice
other than such notice as may be given at the meeting or any postponement or
adjournment thereof, including, without limitation, if a quorum is not obtained,
or if fewer shares are likely to be voted in favor of approval and adoption of
the Merger Agreement than the number required for approval. Any business for
which notice has been given may be transacted at any such postponed or adjourned
meeting. If the Special Meeting is postponed or adjourned for the purpose of
obtaining additional proxies or votes or for any other purpose, at any
subsequent reconvening of the Special Meeting, all proxies will be voted in the
same manner as such proxies would have been voted at the original convening of
the Special Meeting (except for any proxies which have theretofore effectively
been revoked or withdrawn), notwithstanding that they may have been effectively
voted on the same or any other matter at a previous meeting.

In addition to use of the mails, proxies may be solicited personally or by
telephone or telegraph or other forms of communication by directors, officers
and employees of ITS, who will not be specially compensated for such activities.
Arrangements will be made with the trustee of ITS's employee stock ownership
plan (the "ESOP") and any other custodians, nominees and fiduciaries for
forwarding of proxy solicitation materials to beneficial owners of shares held
of record by such trustee, custodians, nominees and fiduciaries, and ITS will
reimburse such trustee, custodians, nominees and fiduciaries for reasonable
expenses incurred in connection therewith.

-23-
<PAGE>

SHAREHOLDERS SHOULD NOT SEND ANY STOCK CERTIFICATES WITH THEIR PROXY CARDS. THE
PROCEDURE FOR THE EXCHANGE OF YOUR SHARES AFTER THE MERGER IS CONSUMMATED IS SET
FORTH IN THIS PROXY STATEMENT/PROSPECTUS. SEE "THE MERGER-PROCEDURES FOR
EXCHANGE OF CERTIFICATES."

THE MERGER

THE FOLLOWING INFORMATION DESCRIBES CERTAIN ASPECTS OF THE MERGER. THIS
DESCRIPTION DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE EXHIBITS HERETO, INCLUDING THE MERGER AGREEMENT, WHICH IS
ATTACHED TO THIS PROXY STATEMENT/PROSPECTUS AS EXHIBIT A AND IS INCORPORATED
HEREIN BY REFERENCE. ALL SHAREHOLDERS ARE URGED TO READ EXHIBIT A IN ITS
ENTIRETY. SEE ALSO "THE MERGER AGREEMENT."

EFFECTS OF THE MERGER

Upon consummation of the Merger, (i) Merger Subsidiary will merge with and
into ITS, which will be the Surviving Corporation, (ii) ITS will become a wholly
owned subsidiary of ADC, and (iii) each share of ITS Common Stock outstanding
immediately prior to the Effective Time will be converted into a certain number
of shares of ADC Common Stock according to a conversion formula set forth in the
Merger Agreement and described in the next paragraph.

Pursuant to the terms of the Merger Agreement, upon consummation of the
Merger, each share of ITS Common Stock issued and outstanding immediately prior
to the Effective Time will be converted into the number of shares of ADC Common
Stock determined by dividing (i) the Adjusted ADC Shares (as defined below) by
(ii) the aggregate number of shares of ITS Common Stock then outstanding (the
"Merger Consideration"). The "Adjusted ADC Shares" shall be a number equal to
the quotient of (i) $34,000,000 less the Merger Expenses of ITS divided by (ii)
the ADC Measurement Price. The "ADC Measurement Price" shall be determined by
dividing (i) the Total Weighted Trading Price by (ii) the Total ADC Trading
Volume. The Total Weighted Trading Price shall be the sum of the Weighted
Trading Prices for each of the trading days commencing on the date of the Merger
Agreement and ending on the third trading day immediately preceding the
Effective Date (the "Measurement Period"). The Weighted Trading Price for any
trading day shall be equal to (i) the total trading volume of ADC Common Stock
as reported in the Wall Street Journal for such trading day multiplied by (ii)
the closing price of one share of ADC Common Stock on the Nasdaq National Market
for such trading day. The Total ADC Trading Volume shall be the sum of the
daily trading volumes for each trading day during the Measurement Period.

The following example illustrates the hypothetical number of shares of ADC
Common Stock into which each share of ITS Common Stock issued and outstanding
immediately prior to the Effective Time will be converted (excluding the effects
of fractional shares), based on an aggregate number of outstanding shares of ITS
Common Stock of 473,647 shares (as of the Record Date), Merger Expenses of ITS
of $500,000 and an assumed ADC Measurement Price of $36.50 per share (the per
share closing price of ADC Common Stock on the Nasdaq National Market on
December 31, 1995). (The actual ADC Measurement Price will be determined by
dividing the Total Weighted Trading Price by the Total ADC Trading Volume, each
of which shall be calculated from the period beginning on the date of the Merger
Agreement and ending on the third trading day immediately preceding the
Effective Date.) THE FOLLOWING EXAMPLE IS PRESENTED FOR INFORMATIONAL PURPOSES
ONLY TO ILLUSTRATE THE PROCEDURE FOR DETERMINING THE CONVERSION RATIO FOR SHARES
OF ADC COMMON STOCK TO BE ISSUED TO SHAREHOLDERS OF ITS COMMON STOCK IN
CONNECTION WITH THE MERGER. THE INFORMATION PRESENTED BELOW IS NOT INTENDED AS
AN

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<PAGE>

ESTIMATE OR PROJECTION OF ANY OF THE DATA THAT WILL BE USED TO DETERMINE THE
CONVERSION RATIO OR OF THE NUMBER OF SHARES OF ADC COMMON STOCK THAT AN ITS
SHAREHOLDER MAY ULTIMATELY RECEIVE IN THE MERGER. THE ACTUAL CONVERSION RATIO
MAY BE HIGHER OR LOWER THAN THE AMOUNT PRESENTED BELOW.

<TABLE>
<CAPTION>
Assumptions
-----------
<S> <C>
ADC Measurement Price: $36.50 per share

Aggregate number of outstanding shares of ITS Common Stock: 473,647 shares

Merger Expenses of ITS: $500,000
</TABLE>

Calculation of Conversion Ratio
-------------------------------
<S> <C> <C> <C>
a. Conversion Ratio = Adjusted ADC Shares
-------------------------------------------------

Number of outstanding shares of ITS Common Stock

b. Calculation of Adjusted ADC Shares

Adjusted ADC Shares = ($34,000,000 - Merger Expenses)
-------------------------------------------------
ADC Measurement Price

Adjusted ADC Shares = ($34,000,000 - $500,000)
-------------------------------------------------
$36.50 per share

Adjusted ADC Shares = 917,808.219 shares

c. Aggregate number of outstanding shares
of ITS Common Stock = 473,647 shares

d. Conversion Ratio = 917,808.219 shares/473,647 shares

= 1.938
</TABLE>

Under the hypothetical example provided above, each share of ITS Common
Stock issued and outstanding immediately prior to the Effective Time would be
converted into and become a right to receive 1.938 shares of ADC Common Stock
then outstanding.

The following table illustrates other hypothetical Conversion Ratios
based on various assumed levels of the ADC Measurement Price, including the
52-week high and low stock prices of ADC Common Stock through February 16,
1996. In each of the following examples, the aggregate number of outstanding
shares of ITS Common Stock is assumed to be equal to 473,647 shares, and the
Merger Expenses of ITS are assumed to be $500,000.

<TABLE>
<CAPTION>
Assumed ADC Hypothetical
Measurement Price Conversion Ratio
<S> <C>
$22.625 3.126
$30.00 2.358
$40.00 1.768
$45.00 1.572
$49.375 1.432
</TABLE>

THE FOREGOING EXAMPLES ARE FOR INFORMATIONAL PURPOSES ONLY, AND SUCH
INFORMATION IS NOT INTENDED AS AN ESTIMATE OR PROJECTION OF ANY OF THE DATA
THAT WILL BE USED TO DETERMINE THE ACTUAL CONVERSION RATIO. IN ADDITION,
THESE EXAMPLES ARE NOT INTENDED TO PROVIDE A DEFINITIVE RANGE OF POSSIBLE ADC
MEASUREMENT PRICES OR CONVERSION RATIOS; THE ACTUAL CONVERSION RATIO MAY BE
HIGHER THAN THE HIGHEST AMOUNT OR LOWER THAN THE LOWEST AMOUNT PRESENTED
ABOVE. FURTHERMORE, SHAREHOLDERS OF ITS SHOULD BE AWARE THAT CONSUMMATION OF
THE MERGER IS NOT CONTINGENT UPON THE ACHIEVEMENT OF ANY PARTICULAR ADC
MEASUREMENT PRICE.

Shares of ADC Common Stock equal to 10% of the Adjusted ADC Shares shall be
delivered to the Escrow Agent to comprise the Escrow Fund (as such term is
defined in "THE MERGER AGREEMENT-Indemnification") pursuant to the terms of the
Escrow Agreement (see "THE ESCROW AGREEMENT"), and such Escrowed Shares shall be
deducted pro rata from the shares of ADC Common Stock that would, but for the
establishment of the Escrow Fund, otherwise be issued to the holders of ITS
Common Stock at the Effective Time. Certificates representing the Escrowed
Shares shall be delivered to the Escrow Agent in names and denominations as if
such shares had been issued to the holders of ITS Common Stock at the Effective
Time.

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<PAGE>

All shares of ITS Common Stock converted into shares of ADC Common Stock in
the Merger will no longer be outstanding and will automatically be canceled and
retired and will cease to exist at the Effective Time. Each certificate
previously representing shares of ITS Common Stock will thereafter represent the
right to receive a certificate representing shares of ADC Common Stock.
Certificates previously representing shares of ITS Common Stock may be exchanged
for certificates representing whole shares of ADC Common Stock issued in
consideration therefor upon the surrender of such certificates as provided
below, without interest. No fractional shares of ADC Common Stock will be
issued, and, in lieu thereof, a cash payment will be made as provided below.
Each share of ITS Common Stock held in the treasury of ITS or owned by ADC or
any direct or indirect wholly owned subsidiary of ADC or of ITS immediately
prior to the Effective Time will be canceled and extinguished without any
conversion thereof, and no payment will be made with respect thereto.

For a description of the procedures for exchanging ITS Common Stock for ADC
Common Stock and for payment of cash in lieu of the issuance of fractional
shares, see "-Procedures for Exchange of Certificates" and "-Fractional Shares."

EFFECTIVE TIME

If the Merger Agreement is approved and adopted by the requisite votes of
the shareholders of ITS and the other conditions to the Merger are satisfied (or
waived to the extent permitted), the Merger will be consummated and effected at
the time the Articles of Merger are filed with the Secretary of State of the
State of Pennsylvania.

The Merger Agreement provides that ADC and ITS will cause the Effective
Time to occur as promptly as practicable, but in no event more than three
business days, after the approval and adoption by the shareholders of ITS of the
Merger Agreement and the satisfaction (or waiver, if permissible) of the other
conditions set forth in the Merger Agreement. The closing of the transactions
contemplated by the Merger Agreement will take place on the date the Articles of
Merger are executed, delivered and filed with the Secretary of State of the
State of Pennsylvania. The Merger Agreement may be terminated by either ADC or
ITS in certain circumstances notwithstanding the prior approval and adoption of
the Merger Agreement by the shareholders of ITS. See "THE MERGER AGREEMENT-
Termination."

PROCEDURES FOR EXCHANGE OF CERTIFICATES

As of the Effective Time, ADC will deposit, or will cause to be deposited,
with Norwest Bank Minnesota, N.A. (the "Exchange Agent"), for the benefit of the
holders of record of shares of ITS Common Stock outstanding at the Effective
Time, for exchange in accordance with the terms of the Merger Agreement,
certificates representing the shares of ADC Common Stock issuable pursuant to
the Merger Agreement in exchange for outstanding shares of ITS Common Stock,
subject to the deposit with the Escrow Agent of the Escrowed Shares (such
certificates for shares of ADC Common Stock, together with any dividends or
distributions with respect thereto, being hereinafter referred to as the
"Exchange Fund"). The Exchange Agent will, pursuant to irrevocable
instructions, deliver the ADC Common Stock contemplated to be issued pursuant to
the Merger Agreement out of the Exchange Fund.

As soon as reasonably practicable after the Effective Time, ADC will
instruct the Exchange Agent to mail to each holder of record of a certificate or
certificates which immediately prior to the Effective Time represented
outstanding shares of ITS Common Stock (the "Certificates") (i) a letter of
transmittal in customary form (which will specify that delivery will be
effected, and risk of loss and title to the Certificates will pass, only upon
proper delivery of the Certificates to the Exchange

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<PAGE>

Agent), and (ii) instructions for use in effecting the surrender of the
Certificates in exchange for certificates representing shares of ADC Common
Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent,
together with a letter of transmittal, duly executed, and any other documents as
may be required pursuant to such instructions, the holder of the Certificate
will be entitled to receive in exchange therefor a certificate representing that
number of shares of ADC Common Stock (rounded down to the nearest whole share)
which the holder has received in the Merger in respect of the shares of ITS
Common Stock formerly represented by the Certificate, together with cash in lieu
of fractional shares of ADC Common Stock (after taking into account all shares
of ITS Common Stock then held by the holder) and any dividends or other
distributions to which the holder is entitled pursuant to the Merger Agreement,
and the Certificate so surrendered will forthwith be canceled. In the event of
a transfer of ownership of shares of ITS Common Stock which is not registered in
the transfer records of ITS, a certificate representing the proper number of
shares of ADC Common Stock (rounded down to the nearest whole share), together
with cash in lieu of fractional shares of ADC Common Stock and any dividends or
other distributions to which such holder is entitled, may be issued to a
transferee if the Certificate representing such shares of ITS Common Stock is
presented to the Exchange Agent, accompanied by all documents required to
evidence and effect such transfer and by evidence that any applicable stock
transfer taxes have been paid. Until surrendered, each Certificate shall be
deemed at any time after the Effective Time to represent solely the right to
receive upon surrender the Merger Consideration and any dividends or other
distributions to which the holder is entitled as described below.

SHAREHOLDERS OF ITS SHOULD NOT FORWARD THEIR STOCK CERTIFICATES TO THE EXCHANGE
AGENT WITHOUT A LETTER OF TRANSMITTAL AND SHOULD NOT RETURN THEIR STOCK
CERTIFICATES WITH THE ENCLOSED PROXY.

No dividends or other distributions declared or made after the Effective
Time with respect to ADC Common Stock with a record date after the Effective
Time will be paid to the holder of any unsurrendered Certificate with respect to
the shares of ADC Common Stock represented thereby, and no cash payment in lieu
of fractional shares will be paid to any such holder, until the holder of the
Certificate has surrendered such Certificate in accordance with the terms of the
Merger Agreement. Subject to the effect of escheat, tax or other applicable
laws, following surrender of any such Certificate, there will be paid to the
holder of the certificates representing whole shares of ADC Common Stock issued
in exchange therefor, without interest, (i) the amount of dividends or other
distributions with a record date after the Effective Time theretofore paid with
respect to the whole shares of ADC Common Stock which the holder received as
part of the Merger Consideration, and (ii) at the appropriate payment date, the
amount of dividends or other distributions, with a record date after the
Effective Time but prior to surrender and a payment date occurring after
surrender, payable with respect to such whole shares of ADC Common Stock which
the holder received as part of the Merger Consideration. All shares of ADC
Common Stock issued upon conversion of the shares of ITS Common Stock (including
any cash paid for fractional shares and for dividends or other distributions
described above) will be deemed to have been issued in full satisfaction of all
rights pertaining to such shares of ITS Common Stock.

Any portion of the Exchange Fund remaining undistributed to ITS
shareholders one year after the Effective Time will be returned to ADC, upon
demand, and any holders of theretofore unsurrendered ITS Common Stock will
thereafter be able to look only to ADC for the shares of ADC Common Stock
(including any cash payment in lieu of fractional shares to which they are
entitled) and any dividends or other distributions with respect to ADC Common
Stock to which they are entitled pursuant to the Merger Agreement.

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<PAGE>

FRACTIONAL SHARES

No fractional shares of ADC Common Stock and no certificates or scrip
certificates therefor will be issued to represent any such fractional interest,
and any holder thereof shall be paid an amount of cash equal to the product
obtained by multiplying the fractional share interest to which such holder is
entitled by the ADC Measurement Price. ADC will transfer to the Exchange Agent
on a timely basis the cash necessary to make such payments. As soon as
practicable after the determination of the amount of cash, if any, to be paid to
holders of ITS Common Stock with respect to any fractional share interests, the
Exchange Agent will promptly pay such amounts to holders of ITS Common Stock at
such time as they have surrendered their Certificates.

BACKGROUND OF THE MERGER

Since 1994, the Board of Directors of ITS has believed that the
telecommunications industry's shift from analog to digital technology created a
significant growth opportunity for ITS if it could raise the requisite capital
needed to position ITS to capitalize on this market shift. As a result, the
Board of Directors began to explore financing alternatives available to ITS and
has continued to consider and evaluate prospective financing alternatives.

Among the alternatives considered by the Board of Directors was an initial
public offering of its securities. Although the Board had preliminary
discussions with potential underwriters regarding such an offering on several
occasions, the Board concluded that market conditions and ITS's historical
earnings were not at a level which made a public offering viable at such time.

While considering ITS's need to find a source of capital to finance its
anticipated expansion and continuing to position ITS for a possible public
offering in the future, the Board of Directors received indications of interest
from two potential merger candidates, including ADC, in November 1995. The
Board of Directors discussed the possibility of a business combination and
authorized certain officers to communicate and have preliminary discussions with
each of the prospective merger candidates regarding such a business combination.

The Board of Directors also approached Jopling, Inc. to assist it in
discussions with, and evaluation of, the prospective merger candidates and the
terms and conditions of the form of business combination such candidates were
willing to consider. The Board had additional discussions with each of the
prospective merger candidates and discussed the terms of their respective
proposals with representatives of Jopling, Inc. and other professional advisors
to ITS.

After careful study of the prospective merger candidates and the types of
business combinations they were interested in pursuing, the Board of Directors
concluded that further discussions with ADC would be appropriate. Further
discussions with ADC continued and led to the parties entering into a letter of
intent and confidentiality agreement on December 11, 1995.

Since that date, ITS and ADC and their respective advisors have
participated in structuring the proposed Merger, conducting due diligence
investigations and preparing the transaction documents to evidence the Merger.
Due diligence and negotiations on the structure of the transaction, the Merger
Agreement and other transaction documents continued through the week of January
29, 1996.

On January 26, 1996, the Board of Directors of ITS approved ITS's execution
and delivery of the Merger Agreement and authorized management of ITS, along
with its advisors, to finalize negotiations with respect to the Merger.
Management of ITS and its advisors continued to negotiate the terms of the

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proposed Merger through February 2, 1996. On February 2, 1996, the Merger
Agreement was executed by the parties, and Messrs. Unetich, Lynn and Zborowski
executed and delivered the Voting Agreements. The Board of Directors of ADC had
previously authorized its management to negotiate and execute the Merger
Agreement on January 23, 1996.

ITS'S REASONS FOR THE MERGER; RECOMMENDATION OF ITS'S BOARD OF DIRECTORS

The Board of Directors of ITS, after careful study and evaluation of
economic, financial, legal and market factors, believes that the terms of the
Merger are fair to and in the best interests of ITS and its shareholders.
Accordingly, the Board of Directors of ITS has unanimously approved the Merger
Agreement and recommended its approval by ITS shareholders.

The Board of Directors of ITS believes that the Merger Consideration is
fair and that the receipt of the Merger Consideration represents an opportunity
for holders of ITS Common Stock to exchange their ITS Common Stock for a
security with much greater market liquidity. The Merger also provides
shareholders of ITS the ability to participate as a shareholder in a larger,
more diverse telecommunications company. Among the factors considered by the
ITS Board of Directors in deciding to proceed with the Merger were the terms and
conditions of the Merger Agreement, the recent market prices of ADC Common
Stock, the lack of a public trading market for ITS Common Stock, the competitive
position of ITS and ADC and the changing nature of the telecommunications
industry, the consideration to be received in the Merger, the tax-free nature of
the Merger to the shareholders of ITS and the compatibility of the business
philosophies of the two companies. The Board of Directors of ITS also
considered that the Merger presents an opportunity to alleviate certain
constraints on ITS caused by limited capital and represents a strategic
alliance with a company whose experience in closely related markets and products
would enhance ITS's technical base and market position. While the Board of
Directors did not assign any specific or relative weights in considering the
foregoing factors, the Board considered the Merger to be advantageous to the
shareholders of ITS.

BASED ON THE FOREGOING, THE BOARD OF DIRECTORS OF ITS BELIEVES THAT THE
TERMS OF THE MERGER AGREEMENT ARE IN THE BEST INTERESTS OF ITS AND ITS
SHAREHOLDERS AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF ITS VOTE IN FAVOR
OF THE PROPOSAL TO APPROVE THE MERGER AGREEMENT.

ADC'S REASONS FOR THE MERGER

ADC is engaged in an active acquisition program. As part of this
program, ADC has focused on acquisitions that can expand ADC's portfolio of
wireless transmission products for use in global markets. ADC believes that
because of advancing technology, lower investment costs and shorter deployment
times, network providers may consider broadcast and wireless cable transmission
as a viable alternative to wireline cable and direct broadcast satellite
transmission. The Merger will enable ADC to secure a position in the broadcast
and wireless cable industry. ADC believes that the Merger also will expand
ADC's ability to offer its customers integrated, end-to-end solutions,
especially in broadband transmission, and will provide ADC with increased
opportunities to leverage its technological capabilities across product groups.

For the foregoing reasons, ADC believes that the Merger is in the best
interests of ADC and its shareholders.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

The Board of Directors of ITS was aware of the interests of certain persons
in the Merger described below and considered them, among other matters, in
approving the Merger Agreement and the transactions contemplated thereby.

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As an inducement to ADC to enter into the Merger Agreement, the
Shareholders' Representatives, who together beneficially own approximately 87%
of the outstanding shares of ITS Common Stock, have entered into Voting
Agreements pursuant to which they have agreed to vote all such shares held by
them in favor of approval and adoption of the Merger Agreement and all other
actions necessary or desirable for the consummation of the Merger. Therefore,
approval and adoption of the Merger Agreement is assured (assuming such persons
vote their shares in accordance with their respective voting agreements). See
"THE VOTING AGREEMENTS."

As described below, it is currently contemplated that the executive
officers of ITS will be the initial officers of the Surviving Corporation in the
Merger.

MANAGEMENT OF ITS AFTER THE MERGER

ITS will be the Surviving Corporation of the Merger and will be a wholly
owned subsidiary of ADC upon consummation of the Merger. The directors of
Merger Subsidiary immediately prior to the Effective Time will be the initial
directors of the Surviving Corporation, and the officers of ITS immediately
prior to the Effective Time will be the initial officers of the Surviving
Corporation. Such directors and officers of the Surviving Corporation shall
hold office for the term specified in, and subject to the provisions contained
in, the Articles of Incorporation and Bylaws of the Surviving Corporation and
applicable law. If, at or after the Effective Time, a vacancy shall exist on
the Board of Directors or in any of the offices of the Surviving Corporation,
such vacancy shall be filled in the manner provided in the Articles of
Incorporation and Bylaws of the Surviving Corporation.

THE VOTING AGREEMENTS

As an inducement to ADC to execute the Merger Agreement, concurrently with
the execution thereof, Robert M. Unetich, Jeffrey M. Lynn and Ronald W.
Zborowski, who together beneficially own an aggregate of 413,600 shares of ITS
Common Stock, representing approximately 87% of the combined voting power of
the outstanding ITS Common Stock as of the date hereof, entered into the Voting
Agreements pursuant to which such shareholders have agreed to vote all ITS
Common Stock owned by them in favor of the Merger. In addition, under the
Voting Agreements, such shareholders have agreed that if ITS seeks a vote of
its shareholders with respect to any "Competing Transaction" (as defined below
under "THE VOTING AGREEMENT") they will vote in favor of consummation of the
Merger and the transactions contemplated by the Merger Agreement and against any
Competing Transaction. The Voting Agreements terminate upon the termination of
the Merger Agreement in accordance with its terms. Assuming that all of such
shareholders vote as required by the Voting Agreements, approval and adoption
of the Merger Agreement is assured. See "THE VOTING AGREEMENTS."

THE CONFIDENTIALITY AND NON-COMPETE AGREEMENTS

As a condition to ADC's obligation to execute the Merger Agreement, and as
an inducement for ADC to consummate the Merger, the Shareholders'
Representatives have agreed to enter into Confidentiality and Non-Compete
Agreements with the Surviving Corporation at the Effective Time. Under the
Confidentiality and Non-Compete Agreements, each of the Shareholders'
Representatives will agree that, during the term of his employment with ITS or
at any time thereafter, he shall not divulge, furnish or make accessible to
anyone or use in any way any confidential or secret knowledge or information of
ITS or of any affiliate of ITS, including ADC and its other subsidiaries
(collectively, the "ADC Affiliates"). In addition, each of the Shareholders'
Representatives will agree that during the term of his employment with ITS and
for the longer of the period ending either (i) one year after the termination of
his employment with ITS (whether such termination is with or without cause, or

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whether such termination is occasioned by the Shareholders' Representative or
ITS) or (ii) three years after the date of signing the Confidentiality and Non-
Compete Agreement, such Shareholders' Representative shall not, directly or
indirectly, engage in any business activities that are competitive with the
business then conducted by ITS or any ADC Affiliate for whom such Shareholders'
Representative performs services during his employment with ITS, in any manner
or capacity in any phase of the business of ITS or the business of any ADC
Affiliate.

ACCOUNTING TREATMENT

ITS and ADC intend that the Merger qualify as a pooling of interests for
accounting and financial reporting purposes. The obligation of ADC to
consummate the Merger is conditioned upon receipt of the opinion of Arthur
Andersen LLP, its independent public accountants, that the Merger qualifies for
pooling of interests accounting treatment. For information concerning certain
restrictions to be imposed on the transferability of the ADC Common Stock
received by affiliates of ITS in the Merger in order, among other things, to
assure the availability of pooling of interests accounting treatment, see "-
Resales Of ADC Common Stock Issued in The Merger; Affiliate Agreements."

Under the pooling of interests method of accounting, the historical basis
of the assets and liabilities of ITS and ADC will be combined when the Merger
becomes effective and carried forward at their previously recorded amounts, the
shareholders' equity accounts of ITS and ADC will be combined on ADC's
consolidated balance sheet and no goodwill or other intangible assets will be
created. Financial statements of ADC issued after consummation of the Merger
will be restated retroactively to reflect the consolidated operations of ITS and
ADC as if the Merger had been in effect for the periods presented therein.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

ADC and ITS expect that the Merger will be treated as a tax-free
reorganization within the meaning of Section 368(a) of the Code and that, for
federal income tax purposes, no gain or loss will be recognized by any
shareholder of ITS upon receipt of ADC Common Stock for ITS Common Stock
pursuant to the Merger (except for the receipt of cash in lieu of a fractional
share interest in ADC Common Stock). The Internal Revenue Service (the
"Service") has not been requested to rule upon the tax consequences of the
Merger, and no such request will be made. Instead, ITS will rely upon the
opinion of Buchanan Ingersoll Professional Corporation, its special outside
legal counsel, as to certain federal income tax consequences of the Merger to
ITS's shareholders. It is a condition to the consummation of the Merger that
ITS receive such opinion from Buchanan Ingersoll Professional Corporation. The
opinion of Buchanan Ingersoll Professional Corporation will be based upon the
facts which are described herein and upon certain representations and covenants
made by ITS, ADC and certain shareholders of ITS. The opinion of Buchanan
Ingersoll Professional Corporation will be based upon the Code, regulations now
in effect thereunder, current administrative rulings and practice, and judicial
authority, all of which are subject to change. Any change may be made with
retroactive effect. No assurance can be given that, after any such change, the
opinion of counsel would not be different, and such counsel will undertake no
responsibility to update or supplement its opinion. An opinion of counsel is
not binding on the Service, and there can be no assurance, and none is hereby
given, that the Service will not take a position contrary to one or more
positions reflected herein or that the opinion will be upheld by the courts if
challenged by the Service. EACH HOLDER OF ITS COMMON STOCK IS URGED TO CONSULT
HIS OR HER OWN PERSONAL TAX AND FINANCIAL ADVISORS AS TO THE EFFECT OF SUCH
FEDERAL INCOME TAX CONSEQUENCES ON HIS OR HER OWN PARTICULAR FACTS AND
CIRCUMSTANCES AND ALSO AS TO ANY STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES
ARISING OUT OF THE MERGER.

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Based upon the facts, representations and covenants of ITS, ADC and certain
shareholders of ITS provided to it, and subject to various assumptions and
qualifications (including, among other things, that the Escrow Agreement meets
the requirements of Revenue Procedure 84-42, 1984-1 C.B. 521), Buchanan
Ingersoll Professional Corporation is expected to opine that the following
federal income tax consequences to the shareholders of ITS will result from the
Merger:

(1) The Merger will constitute a "reorganization" within the meaning
of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, and ADC and ITS will
each be a "party to a reorganization" within the meaning of Section 368(b)
of the Code;

(2) No gain or loss will be recognized by ADC or ITS in the Merger;

(3) No gain or loss will be recognized by the holders of ITS Common
Stock upon their receipt of ADC Common Stock in exchange for their ITS
Common Stock (except with respect to cash received in lieu of a fractional
share interest in ADC Common Stock);

(4) The tax basis of the shares of ADC Common Stock received by the
holders of the ITS Common Stock will be the same as the tax basis of the
ITS Common Stock surrendered in exchange therefor (reduced by any amount
allocable to a fractional share interest for which cash is received);

(5) The holding period of ADC Common Stock in the hands of the
holders of ITS Common Stock will include the holding period of their ITS
Common Stock surrendered in exchange therefor, provided that such ITS
Common Stock is held as a capital asset on the Effective Date; and

(6) The payment of cash to the holders of ITS Common Stock in lieu of
fractional shares of ADC Common Stock by the Exchange Agent will be treated
as if their fractional shares were distributed as part of the exchange and
then redeemed by ADC, and the cash payment will be treated as having been
received as a distribution in full payment in exchange for the fractional
shares redeemed and taxed as provided in Section 302(a) of the Code.

The opinion described above will be based upon certain assumptions,
including the assumption that the holders of ITS Common Stock do not have any
plan or intention to dispose, sell, exchange or otherwise dispose of more than
50% of the ADC Common Stock received pursuant to the Merger.

The foregoing is only a general description of the material anticipated
federal income tax consequences of the Merger, without regard to the particular
facts and circumstances of the tax situation of each shareholder of ITS. It
does not discuss all of the consequences that may be relevant to shareholders of
ITS entitled to special treatment under the Code (such as insurance companies,
dealers in securities, exempt organizations or foreign persons) or to
shareholders of ITS who acquired their ITS Common Stock pursuant to the exercise
of employee stock option rights or otherwise as compensation. The summary set
forth above does not purport to be a complete analysis of all potential tax
effects of the transactions contemplated by the Merger Agreement or the Merger
itself. No information is provided herein with respect to the tax consequences,
if any, of the Merger or the exchange of shares pursuant thereto under state,
local, foreign or other tax laws. ADC and ITS have agreed in the Merger
Agreement not to take any action which would disqualify the Merger as a
"reorganization" pursuant to Section 368(a) of the Code that would be tax free
to the shareholders of ITS.

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If such required tax opinions are not received, the Merger will not be
consummated unless the conditions requiring their receipt are waived and the
approval of ITS shareholders are resolicited by means of an updated Proxy
Statement/Prospectus.

STOCK EXCHANGE LISTING

ADC has agreed to file all documents necessary to list the ADC Common Stock
to be issued pursuant to the Merger on the Nasdaq National Market, subject to
official notice of issuance, and to use its best efforts to effect such listing.
It is a condition to the obligation of ITS to consummate the Merger that such
listing shall have been effected.

DISSENTERS' RIGHTS OF APPRAISAL

A holder of shares of ITS Common Stock is entitled to exercise the rights
of a dissenting shareholder under Subchapter D of Chapter 15 ("Subchapter D") of
the PBCL, to object to the Merger Agreement and make written demand that ITS or
ITS, as the surviving corporation in the Merger, pay in cash the fair value of
the shares held as determined in accordance with such statutory provisions. The
following summary does not purport to be a complete statement of the provisions
of Subchapter D and is qualified in its entirety by reference to such statutory
provisions, which (together with Section 1930 of the PBCL) are set forth in full
in Exhibit D to this Proxy Statement/Prospectus. Holders of ITS Common Stock
wishing to assert dissenters' rights are urged to read Subchapter D in its
entirety.

A record holder of shares of ITS Common Stock may assert dissenters' rights
as to fewer than all such shares registered in his or her name only if he or she
dissents with respect to all the shares beneficially owned by any one person and
discloses the name and address of the person or persons on whose behalf he or
she dissents.

A beneficial owner of shares of ITS Common Stock who is not the record
holder of such shares is entitled to assert dissenters' rights with respect to
shares held on his or her behalf only if he or she submits to ITS no later than
the time of the assertion of dissenters' rights a written consent of the record
holder of such shares. A beneficial owner may not dissent with respect to less
than all shares of ITS Common Stock owned by him or her, whether or not the
shares so owned by him or her are registered in his or her name.

In the event that a holder of shares of ITS Common Stock wishes to dissent
to the Merger Agreement and obtain payment of the fair value of his or her
shares, such holder must satisfy all the following conditions to acquire any
right to payment of the fair value of his or her shares under Subchapter D of
the PBCL:

(1) The shareholder must file with ITS, prior to the vote on the
Merger, a written notice of intention to demand that he or she be paid the
fair value for his or her shares if the Merger is effectuated. Neither a
proxy indicating a vote against, nor a vote in person against, the Merger
shall constitute the written notice required.

(2) The shareholder must effect no change in the beneficial ownership
of his or her shares from the date of filing such written notice
continuously through the Effective Date.

(3) The shareholder must not vote his or her shares in favor of the
Merger. Neither an abstention from voting with respect to, nor failure to
vote in person or by proxy against approval of, the Merger constitutes a
waiver of the rights of a dissenting shareholder. However, a proxy that is
returned without any instruction as to how the proxy should be voted

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will be voted in favor of approval of the Merger and will be deemed a
waiver of the rights of a dissenting shareholder.

A dissenter who fails in any of these respects shall not acquire any right
to payment of the fair value of his or her shares under Subchapter D of the
PBCL. Each written notice of intention to demand payment must clearly state
that the shareholder intends to demand that he or she be paid the fair value of
such shareholder's shares if the Merger Agreement is effectuated, must provide
the name, address and telephone number of the shareholder and should be sent to
Information Transmission Systems Corp., 375 Valley Brook Road, McMurray,
Pennsylvania 15317, Attn: Robert M. Unetich, President. A dissenting
shareholder shall retain all other rights of a holder of shares of ITS Common
Stock until those rights are modified by effectuation of the Merger.

If the Merger is approved by a majority of the outstanding shares of ITS
Common Stock at the Special Meeting, ITS shall mail a notice to all dissenters
who gave due notice of intention to demand payment of the fair value of their
shares and who did not vote in favor of the Merger. Such notice shall:

(1) State where and when a demand for payment must be sent and
certificates representing shares of ITS Common Stock must be deposited in
order to obtain payment. The time set for receipt of the demand and
deposit of shares of ITS Common Stock shall be not less than 30 days from
the mailing of the notice.

(2) Inform holders of uncertificated shares of ITS Common Stock to
what extent transfer of shares will be restricted from the time that demand
for payment is received.

(3) Supply a form for demanding payment that includes a request for
certification of the date on which the shareholder of ITS, or the person on
whose behalf the shareholder of ITS dissents, acquired beneficial ownership
of the shares.

(4) Be accompanied by a copy of Subchapter D.

The dissenting shareholder must make written demand for payment of the fair
value of the shares of ITS Common Stock with respect to which dissent is made
and must deposit certificates representing such shares of ITS Common Stock in
accordance with the terms of the notice to demand payment sent by ITS. A
shareholder who fails to timely demand payment, or fails to timely deposit
certificates, as required by the notice to demand payment, shall not have any
right under Subchapter D of the PBCL to receive payment of the fair value of his
or her shares. If the shares are not represented by certificates, ITS may
restrict their transfer from the time of receipt of demand for payment until
effectuation of the Merger or the release of restrictions due to the failure to
effectuate the Merger. The dissenting shareholder shall retain all other rights
of an ITS shareholder until those rights are modified by effectuation of the
Merger.

Within 60 days after the date set for demanding payment and depositing
certificates, if the Merger has not been effectuated, ITS shall return any
certificates that have been deposited and release uncertificated shares from any
transfer restrictions imposed by reason of the demand for payment. When
uncertificated shares have been released from transfer restrictions and
deposited certificates have been returned, ITS may at any later time send a new
notice to demand payment, which will have a like effect as the original notice.

Promptly after effectuation of the Merger, or upon timely receipt of demand
for payment if the Merger Agreement has already been effectuated, ITS shall
either remit to dissenters who have made

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demand and (if their shares are certificated) have deposited their certificates
the amount that ITS estimates to be the fair value of the shares, or shall give
written notice that no remittance will be made. The remittance or notice shall
be accompanied by: (1) the closing balance sheet and statement of income of ITS
for the fiscal year ending June 30, 1995, together with financial statements for
the six months ended December 31, 1995; (2) a statement of ITS's estimate of the
fair value of the shares of ITS Common Stock; and (3) a notice of the right of
the dissenter to demand payment or supplemental payment, as the case may be,
accompanied by a copy of Subchapter D of the PBCL. If ITS does not remit the
amount of its estimate of the fair value of the shares, it shall return any
certificates that have been deposited and release uncertificated shares from any
transfer restrictions imposed by reason of the demand for payment. ITS may make
a notation on any such certificate or on the records of the corporation relating
to any such uncertificated shares that such demand has been made. If shares
with respect to which notation has been so made shall be transferred, each new
certificate issued therefor or the records relating to any transferred
uncertificated shares shall bear a similar notation, together with the name of
the original dissenting holder or owner of such shares. A transferee of such
shares shall not acquire by such transfer any rights in ITS other than those
that the original dissenter had after making demand for payment of their fair
value.

If ITS gives notice of its estimate of the fair value of the shares of ITS
Common Stock, without remitting such amount, or remits payment of its estimate
of the fair value of a dissenter's shares and the dissenter believes that the
amount stated or remitted is less than the fair value of his or her shares, the
dissenter may send to ITS his or her own estimate of the fair value of the
shares, which shall be deemed a demand for payment of such amount or the
deficiency.

Where the dissenter does not file his or her own estimate within 30 days
after the mailing by ITS of its remittance or notice, the dissenter shall be
entitled to no more than the amount stated on the notice or remitted to him or
her by ITS.

Within 60 days after the latest of (1) effectuation of the Merger, (2)
timely receipt of any demands for payment, or (3) timely receipt of any
estimates by dissenters of the fair value of their shares, if any demands for
payment remain unsettled, ITS may file in court an application for relief
requesting that the fair value of the shares be determined by the court. All
dissenting shareholders, wherever residing, whose demands have not been settled
shall be made parties to the proceeding. A copy of the application for relief
shall be served on each such dissenter.

The jurisdiction of the court shall be plenary and exclusive. The court
may appoint an appraiser to receive evidence and recommend a decision on the
issue of fair value, which appraiser shall have such power and authority as may
be specified in the court order of appointment.

Each dissenter who is made a party to the proceeding shall be entitled to
recover the amount, if any, by which the fair value of his or her shares is
found to exceed the amount, if any, previously remitted by ITS, plus interest.

If ITS fails to file an application for relief, any dissenter who made a
demand and who has not already settled his or her claim against ITS may do so in
the name of ITS at any time within 30 days after the expiration of the 60-day
period. If a dissenter does not file an application within such 30-day period,
each dissenter entitled to file an application shall be paid ITS's estimate of
the fair value of his or her shares and no more, and may bring an action to
recover any amount not previously remitted.

In general, the costs and expenses of any valuation proceeding, including
the reasonable compensation and expenses of the appraiser appointed by the
court, shall be determined by the court and assessed against ITS. However, any
part of the costs and expenses may be apportioned and assessed

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as the court deems appropriate against all or some of the dissenting
shareholders who are parties to the proceeding and whose action in demanding
supplemental payment the court finds to be dilatory, obdurate, arbitrary,
vexatious or in bad faith.

Fees and expenses of counsel and of experts for the respective parties may
be assessed as the court deems appropriate against ITS and in favor of any or
all dissenters if ITS failed to comply substantially with the requirements of
Subchapter D of the PBCL and may be assessed against either ITS or a dissenter,
in favor of any other party, if the court finds that the party against whom the
fees and expenses are assessed acted in bad faith or in a dilatory, obdurate,
arbitrary or vexatious manner in respect to the rights provided by Subchapter D.
If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated and should not be
assessed against ITS, it may award to those counsel reasonable fees to be paid
out of the amounts awarded to the dissenters who were benefitted.

ITS SHAREHOLDERS WISHING TO EXERCISE DISSENTERS' RIGHTS ARE ADVISED TO
CONSULT THEIR OWN COUNSEL TO ENSURE THAT THEY FULLY AND PROPERLY COMPLY WITH THE
REQUIREMENTS OF SUBCHAPTER D OF THE PBCL.

ESOP PARTICIPANTS DESIRING TO EXERCISE THEIR DISSENTERS' RIGHTS WITH
RESPECT TO SHARES OF ITS COMMON STOCK HELD FOR THEIR ACCOUNT IN THE ESOP SHOULD
NOTIFY THE TRUSTEE BY DELIVERING NOTICE, IN WRITING TO [NAME], REPRESENTATIVE OF
THE ITS ESOP TRUSTEE, AT [ADDRESS] SO THAT SUCH NOTICE IS RECEIVED NO LATER THAN
, 1996, SO THAT A TIMELY DEMAND FOR DISSENTERS' RIGHTS CAN BE
SUBMITTED ON THEIR BEHALF.

Shareholders who receive cash for the fair value of their shares of ITS
Common Stock upon the exercise of dissenters' rights will realize taxable gain
or loss for federal income tax purposes. EACH SHAREHOLDER OF ITS IS URGED TO
CONSULT WITH HIS OR HER OWN PERSONAL TAX AND FINANCIAL ADVISORS CONCERNING
FEDERAL INCOME TAX CONSEQUENCES OF THE EXERCISE OF DISSENTERS' RIGHTS, AS WELL
AS ANY APPLICABLE STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES, BASED UPON
SUCH SHAREHOLDER'S OWN PARTICULAR FACTS AND CIRCUMSTANCES.

REGULATORY APPROVALS

Under the HSR Act and the rules promulgated thereunder by the Federal Trade
Commission (the "FTC"), certain acquisition transactions may not be consummated
unless notice has been given and certain information has been furnished to the
Antitrust Division of the United States Department of Justice (the "Antitrust
Division") and the FTC and certain waiting period requirements have been
satisfied. The Merger is subject to these requirements.

ADC and ITS each filed with the Antitrust Division and the FTC a
Notification and Report Form with respect to the Merger on February 9, 1996.
Under the HSR Act, the Merger may not be consummated until the expiration of a
waiting period of at least 30 days following the receipt of the amended filings,
unless the waiting period is earlier terminated by the FTC and the Antitrust
Division.

The FTC and the Antitrust Division frequently scrutinize the legality of
transactions such as the Merger under the antitrust laws. At any time before or
after the Effective Time, the FTC or the Antitrust Division could take such
action under the antitrust laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the Merger or seeking the divestiture of
ITS by ADC, in whole or in part, or the divestiture of substantial assets of
ADC, ITS or their respective subsidiaries. State Attorneys General and private
parties may also bring legal actions under the federal or state

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antitrust laws under certain circumstances. Based upon an examination of
information available to ADC and ITS relating to the businesses in which ADC,
ITS and their respective subsidiaries are engaged, ADC and ITS believe that the
consummation of the Merger will not violate the antitrust laws. Nevertheless,
there can be no assurance that a challenge to the proposed Merger on antitrust
grounds will not be made or, if such a challenge is made, that ADC and ITS will
prevail.

Neither ADC nor ITS is aware of any other material governmental approvals
or actions that may be required for consummation of the Merger except as
described above. Should any such approval or action be required, it is
presently contemplated that such approval or action would be sought. There can
be no assurance, however, that any such approval or action, if needed, could be
obtained and would not be conditioned in a manner that would cause the parties
to abandon the Merger.

RESALES OF ADC COMMON STOCK ISSUED IN THE MERGER; AFFILIATE AGREEMENTS

ADC Common Stock to be issued to shareholders of ITS in connection with the
Merger has been registered under the Securities Act. ADC Common Stock received
by shareholders of ITS upon consummation of the Merger will be freely
transferable under the Securities Act, except for shares issued to any person
who may be deemed to be an "Affiliate" (as defined below) of ITS or ADC within
the meaning of Rule 145 under the Securities Act. "Affiliates" are generally
defined as persons who control, are controlled by, or are under common control
with ITS or ADC at the time of the Special Meeting (generally directors, certain
executive officers and major shareholders). Affiliates of ITS or ADC may not
sell their shares of ADC Common Stock acquired in connection with the Merger,
except pursuant to an effective registration statement under the Securities Act
covering such shares or in compliance with Rule 145 or another applicable
exemption from the registration requirements of the Securities Act. In general,
under Rule 145, for two years following the Effective Time, an Affiliate
(together with certain related persons) would be entitled to sell shares of ADC
Common Stock acquired in connection with the Merger only through unsolicited
"broker transactions" or in transactions directly with a "market maker," as such
terms are defined in Rule 144 under the Securities Act. Additionally, the
number of shares to be sold by an Affiliate (together with certain related
persons and certain persons acting in concert) within any three-month period
during such two-year period for purposes of Rule 145 may not exceed the greater
of 1% of the outstanding shares of ADC Common Stock or the average weekly
trading volume of such stock during the four calendar weeks preceding such sale.
Rule 145 would remain available to Affiliates only if ADC remained current with
its informational filings with the Commission under the Exchange Act. Two years
after the Effective Time, an Affiliate would be able to sell such ADC Common
Stock without such manner of sale or volume limitations, provided that ADC was
current with its Exchange Act informational filings and such Affiliate was not
then an affiliate of ADC. Three years after the Effective Time, an Affiliate
would be able to sell such shares of ADC Common Stock without any restrictions
so long as such Affiliate had not been an affiliate of ADC for at least three
months prior thereto.

Each person identified as an Affiliate of ITS has executed and delivered to
ADC an agreement (the "Affiliate Agreements") providing that such Affiliate will
not sell, transfer or otherwise dispose of any ADC Common Stock obtained as a
result of the Merger (i) unless (a) such sale, transfer or other disposition has
been registered under the Securities Act, (b) such sale, transfer or other
disposition is made in conformity with the volume and other limitations of Rule
145, or (c) in the opinion of counsel reasonably acceptable to ADC, such sale,
transfer or other disposition is otherwise exempt from registration under the
Securities Act; and (ii) until after such time as results covering at least 30
days of post-Merger combined operations of ADC and ITS have been published.

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THE MERGER AGREEMENT

THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN PROVISIONS OF THE MERGER
AGREEMENT. THIS DESCRIPTION DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MERGER AGREEMENT INCLUDED AS
EXHIBIT A TO THIS PROXY STATEMENT/PROSPECTUS AND INCORPORATED HEREIN BY
REFERENCE. ALL SHAREHOLDERS ARE URGED TO READ THE MERGER AGREEMENT IN ITS
ENTIRETY. SEE ALSO "THE MERGER."

GENERAL

The Merger Agreement provides that, upon the satisfaction or waiver
of certain conditions, Merger Subsidiary will be merged with and into ITS,
ITS will continue as the Surviving Corporation, and the separate existence
of Merger Subsidiary will cease. Pursuant to the Merger Agreement, at the
Effective Time (i) each share of common stock of Merger Subsidiary will be
converted into one share of the common stock of the Surviving Corporation;
and (ii) each share of ITS Common Stock will be converted into a certain
number of fully paid and nonassessable shares of ADC Common Stock determined
in accordance with a conversion formula set forth in the Merger Agreement.
See "THE MERGER--Effects of the Merger." Following the Merger, the
Surviving Corporation will be a wholly owned subsidiary of ADC.

CERTAIN REPRESENTATIONS AND WARRANTIES

The Merger Agreement contains various representations and warranties
of ADC, Merger Subsidiary and ITS relating to, among other things, the
following matters (which representations and warranties are subject, in
certain cases, to specified exceptions): (i) the due organization, power
and standing of, and similar corporate matters with respect to, each of ADC,
Merger Subsidiary, ITS and ITS's subsidiaries; (ii) the authorization,
execution, delivery, performance and enforceability of the Merger Agreement
by each such party; (iii) the absence of any governmental or regulatory
authorization, consent or approval required to consummate the Merger; (iv)
the absence of a breach of any party's Articles of Incorporation or Bylaws,
of applicable law or of certain contracts; (v) the accuracy of the
consolidated financial statements of ADC and ITS; and (vi) the absence of
material pending or threatened litigation.

ITS also has made certain additional representations and warranties
to ADC relating to, among other things, the following matters (which
representations and warranties are subject, in certain cases, to specified
exceptions): (i) its capital structure; (ii) the absence of certain
undisclosed liabilities; (iii) the absence of any material adverse change in
its assets, financial condition, operating results, customer, employee or
supplier relations, business condition or prospects; (iv) the absence of
certain developments since the date of ITS's most recent unaudited
consolidated balance sheet; (v) valid title to and ownership of assets; (vi)
the validity of its accounts receivable and inventory; (vii) taxes; (viii)
certain contracts and commitments; (ix) intellectual property rights; (x)
warranties; (xi) certain relationships between ITS and its executive
officers and employees; (xii) its employee benefit plans, its compliance
with all labor laws and the absence of any pending labor relations problems
or workers' compensation claims; (xiii) insurance; (xiv) the absence of
affiliate transactions; (xv) certain relationships with customers and
suppliers; (xvi) compliance in all material respects with all applicable
laws and the possession of all permits necessary to its business; (xvii)
environmental matters; (xviii) the absence of any action taken by ITS or any
of its affiliates that would prevent the Merger from being effected as a
pooling of interests for accounting and financial reporting purposes or that
would prevent the Merger from qualifying as a tax-free reorganization under
the Code; (xix) the absence of any brokerage, finder's or other fees due in
connection with the Merger (other than the fees

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and expenses payable to Jopling, Inc. payable in accordance with the terms
of the Merger Agreement); and (xx) material disclosures.

ADC and Merger Subsidiary also have made certain additional
representations and warranties to ITS relating to, among other things, (i)
the filing of all forms, reports, statements and other documents with the
Commission and other regulatory authorities and the accuracy of the
information contained therein, and (ii) the ownership, obligations and prior
activities of Merger Subsidiary.

The representations and warranties of ADC and Merger Subsidiary will
terminate at the Effective Time, but, as a condition to ITS's obligation to
consummate the Merger, such representations and warranties must be true and
correct in all respects at and as of the Effective Time, except where the
failure to be so true and correct has not had or could not reasonably be
expected to have a material adverse effect on the assets, financial
condition, operating results, customer, employee or supplier relations,
business condition or prospects of ADC or the ability of ADC or ITS to
consummate the transactions contemplated in the Merger Agreement. The
representations and warranties of ITS will terminate one year after the
Effective Time, except that with respect to any specific representation or
warranty under which ADC shall have made a claim for indemnification under
the Merger Agreement prior to the first anniversary of the Effective Time
and which claim has not been completely and finally resolved prior to the
first anniversary of the Effective Time, such representation or warranty
will survive for a period of time beyond the first anniversary of the
Effective Time sufficient to completely and finally resolve the claim
relating to such representation or warranty. See "THE ESCROW AGREEMENT."

CERTAIN COVENANTS

Pursuant to the Merger Agreement, ITS has agreed that, prior to the
Effective Time, except as expressly permitted by the Merger Agreement or as
otherwise consented to by ADC, which consent shall not be unreasonably
withheld, it will, subject to certain exceptions, among other things, (i)
conduct its business in the ordinary course in accordance in all material
respects with all applicable laws, rules and regulations and past custom and
practice; (ii) not do or permit to occur any of the following: (A) issue or
sell any additional shares of, or any options, warrants, conversion
privileges or rights of any kind to acquire any shares of, any of its
capital stock; (B) sell, pledge, dispose of or encumber any of its assets,
except in the ordinary course of business; (C) amend or propose to amend its
Articles of Incorporation or Bylaws; (D) split, combine or reclassify any
outstanding shares of ITS Common Stock, or declare, set aside or pay any
dividend or other distribution payable with respect to shares of ITS Common
Stock; (E) redeem, purchase or acquire or offer to acquire any shares of ITS
Common Stock or other securities of ITS; (F) other than as contemplated in
the Merger Agreement, acquire (by merger, exchange, consolidation,
acquisition of stock or assets or otherwise) any corporation, partnership,
joint venture or other business organization or division or material assets
thereof; (G) incur any indebtedness for borrowed money or issue any debt
securities except the borrowing of working capital in the ordinary course of
business and consistent with past practice; (H) permit any accounts payable
owed to trade creditors to remain outstanding more than 60 days; (I)
accelerate, beyond the normal collection cycle, collection of accounts
receivable; or (J) enter into or propose to enter into, or modify or propose
to modify, any agreement, arrangement or understanding with respect to any
of the matters set forth in the Merger Agreement; (iii) not (A) enter into or
modify any employment, severance or similar agreements or arrangements with, or
grant any bonuses, salary increases, severance or termination pay to, any
officers or directors or consultants; or (B) in the case of certain employees,
officers or consultants, take any action with respect to the grant of any
bonuses, salary increases, severance or termination pay or with respect to
any increase of benefits payable in effect on the date of the Merger
Agreement; (iv) not adopt or amend any bonus, profit sharing, compensation,
stock option, pension, retirement, deferred compensation, employment or
other employee benefit plan; (v) not cancel or terminate its current
insurance policies or

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cause any of the coverage thereunder to lapse, unless replacement policies
providing equal or greater coverage are in full force and effect; (vi) (A)
use its best efforts to preserve intact its business organization and
goodwill, keep available the services of its officers and employees as a
group and maintain satisfactory relationships with suppliers, distributors,
customers and others having business relationships with ITS; (B) confer on a
regular and frequent basis with representatives of ADC or Merger Subsidiary
to report operational matters and the general status of ongoing operations;
(C) not intentionally take any action which would render, or which
reasonably may be expected to render, any representation or warranty made by
it in the Merger Agreement untrue at the Effective Time; (D) notify ADC and
Merger Subsidiary of any emergency or other change in the normal course of
its business or in the operation of its properties and of any governmental
or third party complaints, investigations or hearings (or communications
indicating that the same may be contemplated) if such emergency, change,
complaint, investigation or hearing would be material, individually or in
the aggregate, to the business, operations or financial condition of ITS or
to ITS's, ADC's or Merger Subsidiary's ability to consummate the
transactions contemplated by the Merger Agreement; and (E) promptly notify
ADC and Merger Subsidiary in writing if ITS shall discover that any
representation or warranty made by it in the Merger Agreement was when made,
or has subsequently become, untrue in any respect; (vii) file all tax
returns and not (A) make or rescind any express or deemed election relating
to taxes, (B) settle or compromise any claim, action, suit, litigation,
proceeding, arbitration, investigation, audit or controversy relating to
taxes or (C) change any of its methods of reporting income or deductions for
federal income tax purposes; and (viii) not perform any act contemplated by
the Merger Agreement relating to certain developments since the date of
ITS's most recent unaudited consolidated balance sheet.

ITS has further agreed to (i) provide full access to ADC and Merger
Subsidiary at all reasonable times and upon reasonable notice to its
offices, properties, books, records, officers, employees and other items of
ITS, including the work papers of ITS's independent public accountants; (ii)
cause its independent public accountants to issue a certificate to the
effect that the Merger will qualify as a pooling of interests for financial
reporting purposes and will not take any actions that would disqualify the
Merger from being effected as a pooling of interests for financial reporting
purposes; (iii) take all commercially reasonable actions necessary or
desirable to satisfy the conditions set forth in the Merger Agreement; (iv)
obtain all approvals of regulatory authorities, consents and other approvals
required to carry out the transactions contemplated by the Merger Agreement;
(v) take all action necessary or required to terminate or amend, if
requested by ADC, all qualified retirement and welfare benefit plans and all
non-qualified benefit plans and compensation arrangements as of the
Effective Date and to submit applications to the Service for a favorable
determination letter for each of the employee benefit plans that is subject
to the qualification requirements of the Code prior to the Effective Date;
(vi) establish such additional accruals and reserves as may be necessary to
conform its accounting and credit loss practices and methods to those of
ADC; and (vii) not take any action to modify its accounting policies,
procedures and practices other than as required by GAAP or by (vi) above.

Pursuant to the Merger Agreement, ADC has agreed that, prior to the
Effective Time, except as expressly permitted by the Merger Agreement or as
otherwise consented to by ITS, it and each of its subsidiaries will, among
other things, (i) maintain its corporate existence in good standing, conduct
its business in compliance with all material obligations and duties imposed
by law and maintain all books and records, including all financial
statements, in accordance with generally accepted accounting principles and
past practices; (ii) make all required regulatory filings and submissions
required to consummate the transactions contemplated by the Merger
Agreement; (iii) take all commercially reasonable actions necessary or
desirable to satisfy the conditions set forth in the Merger Agreement; (iv)
file all documents required to list the ADC Common Stock to be issued
pursuant to the Merger on the Nasdaq National Market; (v) duly authorize the
shares of ADC Common Stock to be issued in the Merger; (vi) file all
documents required to obtain all necessary state securities laws or blue sky
permits

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and approvals required to carry out the transactions contemplated by the
Merger Agreement; (vii) take all necessary corporate and other action
required to obtain all approvals of regulatory authorities, consents and
approvals required to carry out the transactions contemplated by the Merger
Agreement; and (viii) not take any action that would disqualify the Merger
from being effected as a pooling of interests for financial reporting
purposes or from constituting a transaction qualifying as a reorganization
under Section 368(a) of the Code.

ITS and ADC have entered into a Confidentiality Agreement dated
December 11, 1995, whereby each party agrees to maintain the confidential
nature of certain information provided to it by the other party.

LIMITATIONS ON NEGOTIATIONS BY ITS

The Merger Agreement provides that ITS may not, directly or
indirectly, through any officer, director, agent or otherwise, solicit,
initiate or encourage submission of any proposal or offer from any person or
entity (including any of the officers or employees of ITS) relating to any
liquidation, dissolution, recapitalization, merger, consolidation or
acquisition or purchase of all or a material portion of the assets of, or
any equity interest in ITS or other similar transaction or business
combination involving ITS or participate in any discussions or negotiations
regarding, or furnish to any other person any information with respect to,
or otherwise cooperate in any way with, or assist or participate in,
facilitate or encourage, any effort by any other person or entity to do or
seek any of the foregoing. ITS must promptly notify ADC if any such
proposal or offer, or any inquiry from or contact with any person with
respect thereto, is made and shall promptly provide ADC with such
information regarding such proposal, offer, inquiry or contact as ADC may
request.

INDEMNIFICATION

ITS and the Shareholders' Representatives, on behalf of ITS
shareholders, have agreed to indemnify in full ADC and Merger Subsidiary and
their respective officers, directors, employees, agents and shareholders
(collectively, the "Indemnified Parties") and hold them harmless against any
loss, liability, deficiency, damage, expense or cost (including reasonable
legal expenses), whether or not actually incurred or paid, which the
Indemnified Parties may suffer, sustain or become subject to, prior to the
first anniversary of the Effective Time, as a result of (i) any
misrepresentation in any of the representations and warranties of ITS
contained in the Merger Agreement or in any exhibits, schedules,
certificates or other documents delivered or to be delivered by or on behalf
of ITS pursuant to the terms of the Merger Agreement or otherwise referenced
or incorporated in the Merger Agreement (collectively, the "Related
Documents"), (ii) any breach of, or failure to perform, any agreement of ITS
contained in the Merger Agreement or any of the Related Documents, or (iii)
any action or proceeding against ADC, judicial or administrative, instituted
by any third party (any such third party action or proceeding being referred
to as a "Claim") or threatened Claims against ADC arising out of the actions
or inactions of ITS with respect to ITS's business or real property prior to
the Effective Time (except for items disclosed to ADC pursuant to the
disclosure schedules to the Merger Agreement) (collectively, "Losses").

The indemnification provided by ITS and the Shareholders'
Representatives in the Merger Agreement will be satisfied solely from an
escrow fund, which shall consist of the number of shares of ADC Common Stock
equal to ten percent (10%) of the Adjusted ADC Shares (the "Escrow Fund").
See "THE ESCROW AGREEMENT." Any indemnification from the Escrow Fund
relating to Losses from any actions taken by ITS or any if its affiliates
that would prevent the Merger from being effected as a pooling of interests
for financial reporting purposes shall be limited to a maximum of
$3,000,000. ADC will be entitled to a distribution from the Escrow Fund (i)
only if ADC delivers to the Shareholders'

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Representatives a written notice, setting forth in reasonable detail the
identity, nature and amount of Losses related to such claim or claims prior
to the first anniversary of the Effective Time and (ii) only if the
aggregate amount of all ADC Losses exceeds $50,000 (the "Basket Amount"), in
which case ITS shall be obligated to indemnify the Indemnified Parties only
for the excess of the aggregate amount of all such Losses over the Basket
Amount, except that indemnification for any breach of the covenant regarding
the amount of the Merger Expenses of ITS as of the Effective Time shall be
made without reference to the Basket Amount.

CONDITIONS

Each party's respective obligations to effect the Merger are subject
to various conditions (any or all of which may be waived to the extent
permitted by applicable law), including (i) the effectiveness of the
Registration Statement, the absence of any stop order, action, suit,
proceeding or investigation by the Commission to suspend the effectiveness
thereof, and the receipt by ADC of all other state securities laws or Blue
Sky authorizations necessary to carry out the transactions contemplated by
the Merger Agreement and to consummate the Merger; (ii) the expiration or
termination of the applicable waiting periods under the HSR Act and the
obtaining or making of all other material governmental filings,
authorizations and approvals that are required for the consummation of the
transactions contemplated by the Merger Agreement; (iii) the absence of any
threatened, instituted or pending action or proceeding, before any court or
governmental authority or agency, domestic or foreign, (A) challenging or
seeking to make illegal, or to delay or otherwise directly or indirectly
restrain or prohibit, the consummation of the transactions contemplated by
the Merger Agreement, (B) seeking to invalidate or render unenforceable any
material provision of the Merger Agreement or the Articles of Merger or any
of the other agreements contemplated by the Merger Agreement or (C)
otherwise relating to and materially adversely affecting the transactions
contemplated by the Merger Agreement; and (iv) the absence of any action
taken, or any statute, rule, regulation, judgment, order or injunction
enacted, entered, enforced, promulgated, issued or deemed applicable to the
transactions contemplated by the Merger Agreement by any federal, state or
foreign court, government or governmental authority or agency which would
reasonably be expected to result in any of consequences described in (iii)
above.

The obligations of ADC and Merger Subsidiary to effect the Merger
are also subject to the satisfaction (or waiver) of certain conditions,
including (i) the continuing accuracy of each of the representations and
warranties of ITS contained in the Merger Agreement at the Effective Time,
except where the failure to be so true and correct has not had or could not
reasonably be expected to have a material adverse effect on ITS or the
ability of ITS or ADC to consummate the transactions contemplated by the
Merger Agreement; (ii) the performance of or compliance in all material
respects with all covenants and agreements required by the Merger Agreement
to be performed or complied with by ITS at or prior to the Effective Time;
(iii) the receipt by ITS of all required consents and approvals necessary in
order that the transactions contemplated by the Merger Agreement not
constitute a breach or violation of any agreement, arrangement or
undertaking affecting ITS; (iv) the approval of the Merger and adoption of
the Merger Agreement by the requisite vote of holders of ITS Common Stock
and the due execution of the Articles of Merger by ITS; (v) the absence of
any threatened, instituted or pending action or proceeding, before any court
or governmental authority or agency, domestic or foreign, (A) seeking to
prohibit direct or indirect ownership or operation by ADC or Merger
Subsidiary of all or a material portion of the business or assets of ITS and
its subsidiaries, or to ADC or Merger Subsidiary or any of their
subsidiaries or ITS to dispose of or to hold separately all or a material
portion of the business or assets of ADC or Merger Subsidiary and their
subsidiaries or of ITS, as a result of the transactions contemplated by the
Merger Agreement, or (B) seeking to require direct or indirect transfer or
sale by ADC or Merger Subsidiary of any of the shares of ITS Common Stock,
(vi) the absence of any action taken, or any statute, rule, regulation,
judgment, order or injunction enacted, entered, enforced, promulgated,
issued or deemed applicable to the transactions contemplated by the Merger
Agreement,

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by any federal, state or foreign court, government or governmental authority
or agency that would reasonably be expected to result in any of consequences
described in (v) above; (vii) the absence of any fact or circumstance
existing as of the date of the Merger Agreement which has not been disclosed
to ADC and Merger Subsidiary regarding the business, assets, properties,
condition (financial or otherwise), results of operations or prospects of
ITS which is materially adverse to ITS or to the value of the shares of ITS
Common Stock; (viii) that no more than 5% of the outstanding shares of ITS
Common Stock shall have dissented from the Merger as of the Effective Time;
(ix) the receipt by ADC of the legal opinion of outside counsel to ITS, as
contemplated by the Merger Agreement; (x) the receipt by ADC of the opinion
of its independent public accountants, Arthur Andersen LLP, to the effect
that the Merger will qualify for pooling of interests accounting treatment
on the Effective Date; (xi) the receipt by ADC of a comfort letter from
ITS's independent public accountants, dated the Effective Date, as
contemplated by the Merger Agreement; and (xii) the delivery by ITS to ADC
of certain documents, including an executed copy of the Escrow Agreement and
executed copies of Confidentiality and Non-Compete Agreements from Messrs.
Unetich, Lynn and Zborowski as contemplated by the Merger Agreement.

The obligation of ITS to effect the Merger is also subject to the
satisfaction (or waiver) of certain conditions, including (i) the continuing
accuracy in all respects of each of the representations and warranties of
ADC and Merger Subsidiary contained in the Merger Agreement at the Effective
Time, except where the failure to be so true and correct has not had or could
not reasonably be expected to have a material adverse effect on ADC or the
ability of ADC or ITS to consummate the transactions contemplated by the Merger
Agreement; (ii) the performance of or compliance in all material respects with
all covenants and agreements required by the Merger Agreement to be performed or
complied with by ADC or Merger Subsidiary at or prior to the Effective Time;
(iii) the authorization for listing on the Nasdaq National Market of the
shares of ADC Common Stock to be delivered to the shareholders of ITS in
connection with the Merger; (iv) the receipt by ITS of the tax opinion of
Buchanan Ingersoll Professional Corporation, special counsel to ITS, as
contemplated by the Merger Agreement; and (v) the delivery by ADC to ITS of
certain documents, including an executed copy of the Escrow Agreement.

TERMINATION

The Merger Agreement may be terminated at any time prior to the
Effective Time, whether before or after approval and adoption of the Merger
Agreement by the shareholders of ITS, (i) by the mutual written consent of
ADC and ITS, or (ii) by either ADC or ITS if the Articles of Merger have not
been filed with the Pennsylvania Secretary of State by April 30, 1996;
provided that neither ADC nor ITS will be entitled to terminate the Merger
Agreement if such party's breach of the Agreement has prevented the
consummation of the transactions contemplated by the Merger Agreement or the
filing of the Articles of Merger.

ADC may also terminate the Merger Agreement if, after the date of
the Merger Agreement, there shall have been a material adverse change in the
assets, financial condition, operating results, customer, employee or
supplier relations, business condition or prospects of ITS or if an event
shall have occurred which, so far as reasonably can be foreseen, would
result in any such change, except to the extent that (i) ITS is capable of
taking action to cure the material adverse consequences of such change or
such event and ITS has taken such action within 30 days following the
earlier to occur of ITS's discovery of such change or event and receipt by
ITS of written notice from ADC that such a change or such an event has
occurred, or (ii) such change is directly caused by ADC or Merger Subsidiary.

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have occurred which, so far as reasonably can be foreseen, would result in
any such change, except to the extent that (i) ADC is capable of taking
action to cure the material adverse consequences of such change or such
event and ADC has taken such action within 30 days following the earlier to
occur of ADC's discovery of such change or event and receipt by ADC of
written notice from ITS that such a change or such an event has occurred, or
(ii) such change is directly caused by ITS or a subsidiary of ITS.

In the event of termination of the Merger Agreement by either ADC or
ITS, all provisions of the Merger Agreement shall terminate and there shall
be no liability on the part of any of ADC, Merger Subsidiary or ITS or their
respective shareholders, officers or directors, except that (i) the parties
will continue to abide by (A) the terms of the Confidentiality and Agreement
dated December 11, 1995, (B) the provisions in the Merger Agreement
concerning press releases and announcements, (C) the provisions in the
Merger Agreement concerning Merger Expenses, as described under "-Fees and
Expenses," and (D) the governing law provisions of the Merger Agreement, and
(ii) the parties shall remain liable for their willful breaches of the
Merger Agreement prior to the time of such termination.

AMENDMENT AND WAIVER

The Merger Agreement may not be amended or waived except in a
writing executed by the party against which such amendment or waiver is
sought to be enforced; provided, however, that after the approval of the
Merger Agreement by the shareholders of ITS, no amendment may be made which
reduces the Merger Consideration or which effects any changes which would
materially adversely affect the shareholders of ITS without the further
approval of the shareholders of ITS. No course of dealing between or among
any persons having any interest in the Merger Agreement will be deemed
effective to modify or amend any part of the Merger Agreement or any rights
or obligations of any person under or by reason of the Merger Agreement.

FEES AND EXPENSES

Under the Merger Agreement, except as provided below, ADC and ITS
will each pay all of their own Merger Expenses. If the transactions
contemplated by the Merger Agreement and by the Articles of Merger are
consummated, the Merger Expenses incurred by ITS will be deducted from the
aggregate Merger Consideration (as defined in "THE MERGER-Effects of the
Merger"), and if such transactions are not consummated, ITS will pay all of
the Merger Expenses incurred by ITS.

The Merger Agreement provides that ITS shall not incur Merger
Expenses in excess of $500,000. In determining the aggregate amount of the
Merger Expenses incurred or to be incurred by ITS on, prior to or after the
Effective Date to be deducted from the Merger Consideration, ITS shall
prepare a schedule of all Merger Expenses incurred or to be incurred by ITS
on, prior to or after the Effective Date, and ITS shall indemnify ADC for
any expenses actually incurred in excess of the amounts set forth on such
schedule. Such indemnification shall be in accordance with the terms of the
indemnification provisions of the Merger Agreement (see "-Indemnification"
above), but without reference to the Basket Amount.

THE SHAREHOLDERS' REPRESENTATIVES

The Merger Agreement provides that Robert M. Unetich, Jeffrey M.
Lynn and Ronald W. Zborowski shall act as the representatives of the
shareholders of ITS with respect to certain matters in the Merger Agreement
and the Escrow Agreement. During the period ending upon the date when all
obligations under the Merger Agreement have been discharged (including all
indemnification obligations thereunder), the shareholders of ITS who,
immediately prior to the Effective Time, held ITS Common Stock representing
an aggregate number of shares of ITS Common Stock which exceeded 50% of the
amount of such ITS Common Stock outstanding immediately prior to the
Effective Time (a

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"Majority"), may, from time to time upon written notice to the Shareholders'
Representatives and ADC, remove any of the Shareholders' Representatives or
appoint one or more new Shareholders' Representatives to fill any vacancy
created by the death, incapacitation, resignation or removal of one or more
Shareholders' Representatives. Furthermore, if a Shareholders'
Representative dies, becomes incapacitated, resigns or is removed by a
Majority, the Majority shall appoint a successor Shareholders'
Representative to fill the vacancy so created. If the Majority is required
to but has not appointed a successor Shareholders' Representative within 15
business days from a request by ADC to appoint a successor Shareholders'
Representative, ADC shall have the right to appoint a Shareholders'
Representative to fill any vacancy so created and shall advise all those who
were holders of ITS Common Stock immediately prior to the Effective Time of
such appointment by written notice. A copy of any appointment by the
Majority of any successor Shareholders' Representative shall be provided to
ADC promptly after it shall have been effected.

The Shareholders' Representatives are authorized to take action by
majority vote and to make and deliver any certificate, notice, consent or
instrument required or permitted to be made or delivered under the Merger
Agreement or the Escrow Agreement which the Shareholders' Representatives
determine in their discretion to be necessary, appropriate or desirable,
and, in connection therewith, to hire or retain, at the sole expense of the
shareholders of ITS, such counsel, investment bankers, accountants,
representatives and other professional advisors as they determine in their
sole and absolute discretion to be necessary, advisable or appropriate in
order to carry out and perform their rights and obligations thereunder. Any
party receiving such a notice or other instrument from the Shareholders'
Representatives (including, without limitation, the Escrow Agent under the
Escrow Agreement) shall have the right to rely in good faith upon such
certification, and to act in accordance with such notice or other instrument
without independent investigation.

ADC (and the Surviving Corporation) shall have no liability to any
shareholders of ITS or otherwise arising out of the acts or omissions of the
Shareholders' Representatives or any disputes among the shareholders of ITS
or among the Shareholders' Representatives. ADC shall have no direct
liability to the shareholders of ITS under the Merger Agreement or the other
agreements referred to therein and may rely entirely on its dealings with,
and notices to and from, the Shareholders' Representatives to satisfy any
obligations it might have under the Merger Agreement, any agreement referred
to therein or otherwise to the shareholders of ITS. Without limiting the
foregoing, delivery of certificates for shares of ADC Common Stock from the
Escrow Fund to the Shareholders' Representatives shall extinguish any
obligations of ADC to the shareholders of ITS with respect to such
certificates, and ADC shall have no liability for subsequent misdelivery to
any shareholder of ITS or any other act or omission of the Shareholders'
Representatives with respect to such certificates.

Approval of the Merger Agreement by the shareholders of ITS shall
also be deemed approval and authorization for the Shareholders'
Representatives to act on behalf of the shareholders of ITS with respect to
certain matters in the Merger Agreement and the Escrow Agreement as
described above and as set forth in such agreements.

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THE VOTING AGREEMENTS

THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN PROVISIONS OF THE VOTING
AGREEMENTS. THIS DESCRIPTION DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FORM OF VOTING AGREEMENT
INCLUDED AS EXHIBIT B TO THIS PROXY STATEMENT/PROSPECTUS AND INCORPORATED
HEREIN BY REFERENCE. ALL SHAREHOLDERS ARE URGED TO READ THE VOTING
AGREEMENT IN ITS ENTIRETY. SEE ALSO "THE MERGER."

THE VOTING AGREEMENTS

As an inducement to ADC to execute the Merger Agreement,
concurrently with the execution thereof, Robert M. Unetich, Jeffrey M. Lynn
and Ronald W. Zborowski (each, a "Controlling Shareholder"), who together
beneficially own 413,600 shares of ITS Common Stock, representing approximately
87% of the combined voting power of the outstanding ITS Common Stock as of the
date hereof, have entered into the Voting Agreements pursuant to which each
Controlling Shareholder has agreed to vote all ITS Common Stock owned by
such Controlling Shareholder (the "Controlling Shareholder Stock") in favor
of the Merger. In addition, under the Voting Agreements, each Controlling
Shareholder has agreed that if ITS seeks a vote of its shareholders with
respect to any Competing Transaction (as defined below in "--No Shop
Covenant"), he will vote in favor of the approval of the Merger and adoption
of the Merger Agreement and against any such Competing Transaction. The
Controlling Shareholders entering into the Voting Agreements received no
monetary consideration for doing so.

NO DISPOSITION OR ENCUMBRANCE OF SHARES

Each Controlling Shareholder has represented to ADC in the Voting
Agreements that he has, and will have as of the Effective Date, good title
to all of the Controlling Shareholder Stock, free and clear of all liens,
security interests and encumbrances, or any restrictions on transfer, other
than those imposed by the Stock Redemption and Transfer Restriction
Agreement among the Controlling Shareholders dated June 25, 1990 (the
"Shareholders Agreement"). Each Controlling Shareholder has also covenanted
that between the date of the Merger Agreement and the Effective Date, he
will not sell, transfer or otherwise dispose of any Controlling Shareholder
Stock and that he will retain his right to vote the Controlling Shareholder
Stock except as provided in the Voting Agreements.

"NO SHOP" COVENANT

Each Controlling Shareholder has agreed in the Voting Agreements
that, until the earlier of (i) the termination of the Merger Agreement or
(ii) the Effective Time, unless consented to in writing by ADC, such
Controlling Shareholder will not, directly or indirectly, solicit or
initiate any discussions or negotiations with, or in any way participate in
any negotiations with or provide any information to or otherwise cooperate
in any other way with, or facilitate or encourage any effort to attempt to,
or enter into any agreement or understanding with, any person or group of
persons (other than ADC and its directors, officers, employees,
representatives and agents), concerning any Competing Transaction, and will
cause the employees, agents and representatives (including any investment
banker, financial advisor, attorney or accountant) of such Controlling
Shareholder not to take any such action. Each Controlling Shareholder shall
promptly notify ADC if any inquiries, or proposals or requests for
information of a material nature concerning a Competing Transaction are
received by such Controlling Shareholder.

For purposes of the Voting Agreements, "Competing Transaction" shall
mean any of the following involving ITS or any of its subsidiaries (other
than the transactions contemplated by the Voting Agreements or the Merger
Agreement): (i) any sale of stock, merger, consolidation, share

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exchange, business combination or other similar transaction (including any
tender offer or exchange offer); (ii) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition of 20% or more of the assets of ITS and
its subsidiaries, taken as a whole, in a single transaction or a series of
related transactions, except for sales of inventory in the ordinary course
of business; or (iii) any agreement, or public announcement by the ITS of a
proposal, plan or intention, to do any of the foregoing.

COVENANTS OF CONTROLLING SHAREHOLDERS

Each Controlling Shareholder has agreed that, prior to the Effective
Date, unless otherwise expressly contemplated by the Voting Agreements or
the Merger Agreement or consented to in writing by ADC, such Controlling
Shareholder will: (i) use his best efforts to cause the conditions set
forth in the Merger Agreement to be satisfied as soon as practicable after
the date of this Agreement; (ii) not discourage the holders of ITS Common
Stock from voting in favor of approval of the Merger and adoption of the
Merger Agreement; (iii) take all actions necessary to terminate, conditioned
upon the consummation of the transactions contemplated by the Merger
Agreement and to be effective simultaneously with the Effective Date, the
Shareholders Agreement, and to waive any provisions in the Shareholders
Agreement that might be triggered or breached by the execution of the Merger
Agreement, the Voting Agreements or any of the transactions contemplated
thereby; and (iv) deliver to Buchanan Ingersoll Professional Corporation,
special counsel to ITS, certain representations requested by such counsel in
order to permit such counsel to render the legal opinion required by the
Merger Agreement.

In the Voting Agreements, each Controlling Shareholder has
acknowledged that money damages would not be a sufficient remedy for any
breach of the Voting Agreements by any Controlling Shareholder. As a
result, in addition to all other available legal or equitable remedies, ADC
shall be entitled to equitable relief, including injunction and specific
performance, for any breach of the provisions of the Voting Agreements by
any Controlling Shareholder, without proof of actual damages or the posting
of any bond. Such remedy will not be deemed to be the exclusive remedy for
breach of the Voting Agreements, but will be in addition to all other
remedies available to ADC at law or equity.

AMENDMENT AND WAIVER

No modification, amendment, assignment or waiver of a Voting
Agreement will be effective unless it is approved in writing by ADC and the
Controlling Shareholder who is a party thereto.

TERMINATION

The Voting Agreements terminate upon the termination of the Merger
Agreement in accordance with its terms.

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THE ESCROW AGREEMENT

THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN PROVISIONS OF THE ESCROW
AGREEMENT. THIS DESCRIPTION DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FORM OF ESCROW AGREEMENT
INCLUDED AS EXHIBIT C TO THIS PROXY STATEMENT/PROSPECTUS AND INCORPORATED
HEREIN BY REFERENCE. ALL SHAREHOLDERS ARE URGED TO READ THE ESCROW
AGREEMENT IN ITS ENTIRETY. SEE ALSO "THE MERGER."

THE ESCROW AGREEMENT

As an inducement to ADC to execute the Merger Agreement, and in
order to provide funds for any required indemnification thereunder, ADC,
ITS, the Shareholders' Representatives and First Trust National Association,
as escrow agent (the "Escrow Agent") will enter into an Escrow Agreement at
the Effective Time. Pursuant to the Escrow Agreement, ADC, ITS and the
Shareholders' Representatives have agreed that ADC will transfer shares of
ADC Common Stock representing 10% of the Adjusted ADC Shares to the Escrow
Agent to comprise the Escrow Fund, and such shares (the "Escrowed Shares")
shall be deducted pro rata from the shares of ADC Common Stock that would,
but for the establishment of the Escrow Fund, otherwise be issued to the
holders of ITS Common Stock at the Effective Time. The execution of the
Escrow Agreement and the deposit of the Escrowed Shares will be made at the
Effective Time pursuant to the Merger Agreement for the purpose of funding
and securing, to the extent of the Escrowed Shares, the indemnification
rights contemplated by the Merger Agreement for a period of one year after
the Effective Time, except that in the event ADC has made a claim for
indemnification under the Merger Agreement prior to the first anniversary of
the Effective Time, and such claim has not been completely and finally
resolved prior to the first anniversary of the Effective Time, a portion of
the Escrow Fund will remain in the possession of the Escrow Agent for a
period of time beyond the first anniversary of the Effective Time sufficient
to completely and finally resolve such claim. The Escrowed Shares will be
deposited at the Effective Time in escrow with the Escrow Agent and held in
accordance with the terms of the Escrow Agreement.

DISBURSEMENT OF THE ESCROW FUND

Under the Escrow Agreement, whenever the Escrow Agent receives (i) a
certificate signed by ADC and the Shareholders' Representatives certifying,
or (ii) a certified copy of a final, non-appealable judgment of a court of
competent jurisdiction determining, that an amount is due to ADC pursuant to
the indemnification provisions of the Merger Agreement, the Escrow Agent
will, to the extent that the amount of Escrowed Shares then held by it in
the Escrow Fund is sufficient for such purpose, promptly (and in no event
later than five business days following receipt of either document referred
to in clauses (i) and (ii) above) cause certificates representing Escrowed
Shares having a value (based upon the ADC Measurement Price) equal to such
amount, and the duly executed stock powers with respect to such
certificates, with signatures guaranteed by a bank or trust company or by a
member firm of the New York Stock Exchange, to be delivered to ADC. In the
event of any disbursement of Escrowed Shares, no fractional shares will be
delivered, but rather the Escrow Agent will adjust the amount of Escrowed
Shares to be delivered to ADC by rounding to the nearest whole share.

All voting rights with respect to Escrowed Shares shall be exercised
by the shareholders of ITS in accordance with their proportionate interests
therein, and the Escrow Agent will execute and deliver to such shareholders
any proxies, consents or other documents as may be necessary to enable the
respective shareholders to exercise such rights. Pending the disbursement
of the Escrowed Shares pursuant to the Escrow Agreement, the Escrow Agent
shall hold the certificates representing the Escrowed Shares in the Escrow
Fund. All dividends received with respect to Escrowed Shares shall be

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income for tax purposes to such shareholders and shall be distributed
currently by the Escrow Agent to such shareholders in accordance with their
proportionate interests in the Escrowed Shares.

ASSIGNMENT AND AMENDMENT

The rights and obligations of each party under the Escrow Agreement
may not be assigned without the prior written consent of all other parties.
The Escrow Agreement may be amended only by a written instrument signed by
the party against which enforcement of any waiver, change, modification,
extension or discharge is sought. To the extent that the provisions of the
Merger Agreement may be inconsistent with the provisions of the Escrow
Agreement, the Merger Agreement will control.

TERMINATION

On the business day next following the first anniversary of the date
of the Escrow Agreement (the "Termination Date"), the Escrow Agent shall
deliver to the Shareholders' Representatives, on behalf of the shareholders
of ITS, the Escrowed Shares then held in the Escrow Fund; provided, however,
that the Escrow Agreement will deduct from the amount to be delivered to the
Shareholders' Representatives the Escrow Fund Reserved Amount (as defined
below).

If, at the Termination Date, unresolved claims for indemnification
have been made pursuant to the applicable provisions of the Merger Agreement
("Continuing Claims"), then ADC may, in good faith, at any time prior to the
Termination Date, notify the Escrow Agent to such effect in writing, which
written notice must describe briefly the nature of each such claim, the
facts and circumstances which give rise to each such claim, and the
estimated amount, based on the good faith judgment of ADC as determined
solely by ADC, of the potential liability with respect to each such claim,
and the provisions of the Merger Agreement on which each such claim is
based. ADC must promptly deliver to the Shareholders' Representatives a
copy of such written notice. Certificates evidencing Escrowed Shares having
a value (based upon the ADC Measurement Price) equal to one hundred fifty
percent (150%) of the total of the amounts set forth in such written notice
with respect to the Continuing Claims shall be set aside and retained (to
the extent available in the then remaining Escrowed Shares) by the Escrow
Agent as a reserve to cover the Continuing Claims (such certificates so set
aside and reserved, as reduced from time to time, pursuant to the provisions
of the Escrow Agreement, being herein called the "Escrow Fund Reserved
Amount").

In the event that an Escrow Fund Reserved Amount is established, the
Shareholders' Representatives will have the opportunity to provide a written
request to the Escrow Agent and to ADC for a reduction of the Escrow Fund
Reserved Amount based on the good faith belief of the Shareholders'
Representatives that the Escrow Fund Reserved Amount exceeds one hundred
fifty percent (150%) of the total amount necessary to satisfy any Continuing
Claims. Upon the written consent of ADC to such request, the Escrow Agent
shall release from the Escrow Fund certificates evidencing Escrowed Shares
having a value (based upon the ADC Measurement Price) equal to the amount of
the reduction so requested by the Shareholders' Representatives. In the
event that ADC disputes the amount of any such requested reduction in the
Escrow Fund Reserved Amount, ADC and the Shareholders' Representatives shall
make a good faith effort to arrive at a mutual settlement of any such
dispute. If such dispute cannot be resolved, such dispute shall be settled
by binding arbitration under the terms set forth in the Escrow Agreement.

In addition to the conditions stated above, the Escrow Agreement
shall automatically terminate if and when all the Escrowed Shares shall have
been distributed by the Escrow Agent in accordance with the terms of the
Escrow Agreement.

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CERTAIN INFORMATION CONCERNING ADC

THE BUSINESS OF ADC

ADC designs, manufactures and markets transmission, enterprise
networking and connectivity products for use in broadband global markets.
ADC's wide range of products employ fiber, hybrid fiber coax, wireless and
traditional copper-based technologies. ADC's customers include: public
network providers, which consist of all seven of the Regional Bell Operating
Companies ("RBOCs"), other telephone companies, long distance carriers,
wireless service providers, the major cable TV operators and other domestic
public network providers; private and governmental network providers (such
as various large business customers and governmental agencies); and
international network operators. ADC also sells indirectly to these
customers through the major telecommunications original equipment
manufacturers ("OEMs"). ADC's products enable these network providers to
build and upgrade their networks to support increasing user demand for
voice, data and video services.

ADC seeks to capitalize on opportunities in the evolving global
telecommunications market by providing equipment, services and integrated
solutions for its customers' voice, data and video needs. Key components of
ADC's strategy include: (i) focusing on broadband (1,544 Mbps or higher)
network opportunities, (ii) providing end-to-end network solutions, (iii)
leveraging technological capabilities across product groups, (iv) expanding
international presence and (v) pursuing strategic alliances and
acquisitions. ADC offers a broad line of telecommunications equipment that
provides customers with solutions for key network needs from the central
office, through the local loop, into the customer premises and across the
enterprise network. ADC seeks to leverage its substantial expertise in
fiber optics, broadband, video and wireless technologies across its product
groups in order to develop new product architectures and network management
tools for its customers' evolving voice, data and video network needs in a
variety of applications.

ADC's products can be categorized into three general product groups:
transmission, enterprise networking and broadband connectivity. These
product groups accounted for 31%, 22% and 47%, respectively, of ADC's net
sales for the year ended October 31, 1995. ADC's emphasis on fiber optic
products is demonstrated by ADC's increasing net sales of fiber optic
products over each of the last three years.

ADC sells its products to customers in three primary markets: (i)
the United States public telecommunications network market, which consists
of all seven of the RBOCs, other telephone companies, long distance
carriers, wireless service providers, the major cable TV operators and other
domestic public network providers; (ii) the private and governmental voice,
data and video network market in the United States, such as various large
business customers and governmental agencies that own and operate their own
voice, data and video networks for internal use; and (iii) the international
public and private network market. A majority of ADC's sales are made by a
direct sales force, and ADC maintains sales offices throughout the United
States and also maintains offices in Canada, Europe, the Pacific Rim,
Australia and Central and South America. The public network providers,
private and governmental network providers and international sales accounted
for 58%, 24% and 18%, respectively, of ADC's net sales for the year ended
October 31, 1995; 57%, 28% and 15%, respectively, of ADC's net sales for the
year ended October 31, 1994; and 56%, 28% and 16%, respectively, of ADC's
net sales for the year ended October 31, 1993.

ADC was incorporated under the laws of the State of Minnesota in
1953. ADC's principal offices are located at 12501 Whitewater Drive,
Minnetonka, Minnesota 55343, and its telephone number at that location is
(612) 938-8080.

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RECENT DEVELOPMENTS

On January 26, 1996, ADC formed PCS Solutions LLC, a joint venture
company, 50% of which is owned by ADC and 50% of which is owned by PCS
Wireless Inc., a Vancouver, British Columbia company. PCS Solutions LLC
will develop, manufacture and sell remote antenna drivers and remote antenna
signal processors for wireless communications uses worldwide. PCS Solutions
LLC was initially capitalized with $5 million, with each partner
guaranteeing further contributions. At the same time, ADC agreed to buy 5
million shares of PCS Wireless Inc. Common Stock, or approximately 15% of
its outstanding stock, at prices approximating market value.

CERTAIN INFORMATION CONCERNING ITS

GENERAL

ITS designs, manufactures and markets sophisticated television
transmission equipment used worldwide in the broadcast and wireless cable
industries. ITS's products, which include analog and digital broadband
wireless transmitters, facilitate, support and enhance the transmission of
video and audio signals to the end-users of such information.

ITS operates through three primary business divisions: Broadcast
Systems, Microwave Systems and Filter Technology. Although the Broadcast
Systems Division and the Microwave Systems Division have been operated as
separate divisions since 1993, the Filter Technology Division commenced
operations as a division in 1995.

The Broadcast Systems Division designs, engineers, markets and
services transmitters, translators, exciters and related accessories for VHF
and UHF television signal broadcasters. The Microwave Systems Division
manufactures and markets transmitters, amplifiers, repeaters and channel
combiners for the wireless cable industry. "Wireless cable" refers to
delivery of signals over air via microwave frequency carriers. The Filter
Technology Division supplies filters to the Microwave and Broadcast
Divisions.

ITS's principal strategy has been to focus on the development of
innovative technology and design and to provide the highest quality products
and service to customers. ITS designs and manufactures substantially all of
the major assemblies used in its products and maintains rigorous testing and
inspection procedures designed to reduce production errors and to enhance
product reliability.

Domestically, ITS markets its products through a direct sales force
and through third party distributors. Each division is located in a
separate facility and has its own sales and marketing staff. International
sales are primarily made through manufacturer's representatives in the
target market.

ITS's corporate offices are located at 375 Valley Brook Road,
McMurray, Pennsylvania 15317, and its telephone number is (412) 941-1500.

BROADCAST SYSTEMS DIVISION

The Broadcast Systems Division designs, engineers, markets and
services television exciters, transmitters, translators and related
accessories for VHF and UHF television signal broadcasters.

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A television transmitter is the equipment at a television station
that receives the video and audio signals, modulates the channel frequency
carrier with this information and then amplifies the signal to the
appropriate power level for delivery to the transmission antenna.
Transmitters are generally categorized by their frequency band and by their
output power capability. One band of operation is VHF (television channels
2-13) with transmitter output powers that are 10 watts to 50 kilowatts.
The other band is UHF (television channels 14-65) with transmitter output
powers of 10 watts to 220 kilowatts. Exciters are the low level sections used
to drive a high power amplifier.

ITS's principal products for this market segment are exciters and
transmitters with power output ratings between 10 watts and 10 kilowatts.
ITS has an established reputation for delivering high quality transmitters
and is recognized as leading designer of exciter technology. Exciters are
primarily used in retrofit applications to greatly increase the efficiency
of transmitters and as a cost-effective alternative to buying a new
transmitter.

ITS also provides translators to UHF and VHF broadcasters. A
television translator is a device that is used to provide coverage into
areas that would not normally have good reception of a station's main
signal. The translator is generally positioned on a high area, such as a
hilltop, where it receives the station's main signal, "translates" the
signal to a different channel and then retransmits it into the area of poor
reception. The vast majority of translators in operation in the United
States output power levels between 1 watt and 5 kilowatts. ITS products for
the translator market consists of small transmitters with power output
ratings between 10 watts and 2 kilowatts.

MICROWAVE SYSTEMS DIVISION

The Microwave Systems Division designs, engineers, markets and
supports transmission products utilized by wireless cable operators. ITS's
products for this market include transmitters (10, 20 and 50 watts),
amplifiers (100 watts), repeaters and, to a lesser extent, channel
combiners. ITS's microwave products are used primarily by traditional
wireless cable operators that provide premium television programming to
consumers, and by private wireless system network operators such as
schools, businesses and charitable organizations.

FILTER TECHNOLOGY DIVISION

Broadcast and microwave transmitters require a wide variety of
electronic filters. Electronic filters are devices that modify the spectral
shape of radio frequency signals to conform them to the required
specifications for transmission. The Filter Technology Division designs and
manufactures VHF, UHF and microwave filters to satisfy the needs of ITS's
other divisions.

CUSTOMERS

Although ITS's sales are made to a limited number of customers, its
customer base has become more diverse in recent years (the largest customer
accounted for 23% of fiscal 1993 sales, the two largest customers combined
accounted for 21% of fiscal 1994 sales and the top five customers combined
accounted for 24% of fiscal 1995 sales). The customer base for the
Broadcast Systems Division consists primarily of UHF and VHF broadcasters.
The Microwave Systems Division's customer base consists primarily of
wireless cable television operators.

Sales of ITS's products are generally made on a purchase order
basis. ITS's relationship with its customers are material to its business,
and loss of any such relationship could have a material adverse effect on
ITS.

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MARKETING, SALES AND CUSTOMER SUPPORT

Each of the Broadcast Systems Division and the Microwave Systems
Division maintains its own sales and marketing and distribution teams. The
Broadcast Systems Division has five direct salesmen, two sales
representatives and six distributors. Customer awareness is generated
through trade journal advertising, trade shows, sales visits to customers,
telemarketing and mailings.

The Microwave Systems Division has a direct sales force of six sales
engineers as well as a manufacturer's representative and systems integrator
in the United States. International distribution is handled principally
through manufacturer's representatives in the target country.

All service, repair and technical support of ITS's products are
performed by ITS personnel. ITS provides customer support of its products
to allow customers to acquire familiarity with the operations of such
products. ITS also provides training to its customers relative to
installation, operation and maintenance of the ITS's products.

Substantially all of the ITS's products carry a warranty of one to
two years. Warranty returns to date have not been material. Products
returned under warranty are either repaired or replaced promptly.

ENGINEERING AND RESEARCH AND DEVELOPMENT

Technical innovation is a key to survival in the rapidly changing
television transmission markets that ITS serves. In recent years, these
innovations have stemmed from the incorporation of new semiconductor
components replacing earlier generation semiconductors or, in the case of
high power television transmitters, solid state technology replacing vacuum
tube technology.

ITS relies extensively on an experienced engineering staff with
specialized knowledge in microwave, radio frequency and television
transmission principles. To support this engineering group, a skilled staff
of technicians and drafters is also necessary. ITS employs a technical
staff of 181 people.

FACILITIES

ITS's facilities are located in the suburbs of Pittsburgh,
Pennsylvania, and include the following facilities:

Description Approximate Square Footage
----------- --------------------------

Broadcast Systems Division, 27,500 square feet
Lawrence, PA

Microwave Systems Division, 25,400 square feet
McMurray, PA

Corporate Headquarters Building, 20,000 square feet
McMurray, PA

Each of these facilities is leased pursuant to long-term leases.
The leases for the facilities for the Microwave Systems Division and the
Corporate Headquarters Building are leased pursuant to

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purchase-lease agreements entered into in connection with ITS's finance of
the purchase of these facilities.

ITS believes its facilities are generally well suited for their
respective uses and are of adequate size and design to provide the operating
efficiencies necessary for ITS to be competitive. To accommodate future
expansion, in November 1994, ITS purchased approximately twelve acres of
undeveloped land in Lawrence, Pennsylvania.

COMPETITION

There are a limited number of companies that compete directly with
ITS, although the growth of wireless cable television may attract additional
entrants. ITS believes that it is a leading supplier within its product
niches. Competition within each of its markets is based on product
performance, service and price. ITS has attempted to differentiate itself
from its competitors by focusing on innovative product design, high product
quality, reliability and superior service and support.

EMPLOYEES

As of December 31, 1995, ITS employed approximately 240 people, of
whom 90 were salaried and 150 were hourly employees. Substantially all
personnel are employed on a full-time basis, and there are no collective
bargaining agreements covering any of the employees.

ITS MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information regarding
ITS's financial condition and results of operation for the six month periods
ended December 31, 1995 and 1994 and for the three years ended June 30,
1995, 1994 and 1993. This discussion should be read in conjunction with
ITS's audited and unaudited consolidated financial statements and notes
thereto and other selected financial data presented elsewhere herein.

RESULTS OF OPERATIONS

COMPARISON OF SIX MONTHS ENDED DECEMBER 31, 1995 AND DECEMBER 31,
1994

Sales for the six months ended December 31, 1995 ("first six months
of fiscal 1996") were $11.1 million and were $200,000, or approximately
1.8%, lower than sales of $11.3 million for the six months ended December
31, 1994 ("first six months of fiscal 1995"). This decrease was primarily
due to lower sales in the Microwave Systems Division resulting from general
instability in the wireless cable industry as its operators began to
transition to digital transmission, and decreased sales to Mexico following
the reduction in the exchange rate of the Peso.

Gross profit for the first six months of fiscal 1996 was $4.1
million, or 36.9% of sales, compared to $4.4 million, or 38.9%, for the
first six months of fiscal 1995. The decrease in gross profit of $300,000,
or 6.8%, was attributable principally to a decrease in sales volume as well
as increased competition in the domestic market.

Selling, general and administrative expense for the first six months
of fiscal 1996 was $4.1 million, representing an increase of $500,000, or
13.9%, from $3.6 million for the first six months of fiscal 1995. This
increase was primarily attributable to increased engineering and sales
expenses

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related to the Microwave Systems Division's ongoing preparation for the
transition to digital products and expanded marketing efforts for
international business development.

Net interest expense for the first six months of fiscal 1996 was
approximately $67,000, compared to $27,000 for the first six months of
fiscal 1995. The increase in interest expense was principally the result of
an increase in the outstanding debt balance due to the financing of new
equipment purchases and an office addition.

COMPARISON OF YEARS ENDED JUNE 30, 1995, AND JUNE 30, 1994

Sales for the year ended June 30, 1995 ("fiscal 1995") were $23.3
million and were $5.8 million, or 33.1% higher than sales of $17.5 million
for the year ended June 30, 1994 ("fiscal 1994"). This increase was
primarily due to sales volume increases both in the Broadcast Systems
Division and the Microwave Systems Division. Sales for the Broadcast
Systems Division in fiscal 1995 were $8.7 million, an increase of $2.6
million, or 42.6%, compared to sales of $6.1 million for fiscal 1994. This
increase was primarily attributable to the introduction of new products
which increased market share. Sales for the Microwave Systems Division
increased to $14.6 million from $11.3 million in fiscal 1994, representing
an increase of 28.3%. This increase was the result of continued growth and
expansion in the wireless cable industry.

Gross profit for fiscal 1995 was $9.0 million, representing an
increase of 43.5% compared to $6.2 million for fiscal 1994. This increase
was attributable principally to the increase in sales volume as well as cost
reductions in new product lines.

Selling, general and administrative expense for fiscal 1995 was $7.5
million, representing an increase of $3.0 million, or 66.6%, from $4.5
million for fiscal 1994. This increase was primarily attributable to
increased engineering and sales expenses related to the Microwave Systems
Division's ongoing preparation for the transition to digital products,
expanded marketing efforts for international business development and an
initial contribution to the ESOP.

Net interest expense for fiscal 1995 was approximately $146,000,
compared to $72,000 for fiscal 1994. The increase in interest expense was
principally the result of an increase in the outstanding debt balance due to
increased borrowings under ITS's bank credit facilities for working capital,
new equipment purchases and an office addition.

COMPARISON OF YEARS ENDED JUNE 30, 1994, AND JUNE 30, 1993

Sales for fiscal 1994 were $17.5 million and were $5.9 million, or
50.9% higher than sales of $11.6 million for the year ended June 30, 1993
("fiscal 1993"). This increase was primarily due to sales volume increases
both in the Broadcast Systems Division and the Microwave Systems Division.
Sales for the Broadcast Systems Division in fiscal 1994 were $6.1 million,
an increase of $400,000, or 7.0%, compared to sales of $5.7 million for
1993. Sales for the Microwave Systems Division increased to $11.3 million
from $5.8 million in fiscal 1993, representing an increase of 94.8%. This
increase was the result of continued growth and expansion in the wireless
cable industry.

Gross profit for fiscal 1994 was $6.2 million, representing an
increase of 72.2%, compared to $3.6 million for fiscal 1993. This increase
was attributable principally to the increase in sales volume as well as cost
reductions in new product lines.

Selling, general and administrative expense for fiscal 1994 was $4.5
million, representing an increase of $1.3 million, or 40.6%, from $3.2
million for fiscal 1993. This increase was primarily

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attributable to increased engineering and sales expenses related to the
Microwave Systems Division's expanded marketing efforts for domestic and
international business development.

Net interest expense for fiscal 1994 was approximately $72,000,
compared to $101,000 for fiscal 1993. The decrease in interest expense was
principally the result of a decline in the outstanding debt balance due to
decreased borrowings under ITS's bank line of credit.

LIQUIDITY AND CAPITAL RESOURCES

ITS had cash of $175,000 as of December 31, 1995, compared to cash
of $236,000 as of June 30, 1995. Cash provided by (used in) operations was
($293,000), ($59,000), $1.9 million and $1.3 million for the first six
months of fiscal 1996 and for fiscal years 1995, 1994 and 1993,
respectively. Increases in inventories were the primary uses of cash in
operations for the first six months of fiscal 1996 and fiscal 1995. The
improvement in cash provided by operations for fiscal 1994 compared to
fiscal 1993 was primarily the result of increased net income for fiscal 1994.

Capital expenditures were $406,000 for the first six months of
fiscal 1996 and were primarily related to test fixtures and development
systems and computer and office equipment for increased staff. Capital
expenditures were $1.8 million and $804,000 for fiscal 1995 and fiscal 1994,
respectively, and were primarily related to office equipment, test fixtures
and development systems, land and buildings. ITS has no material capital
expenditure commitments.

As of December 31, 1995, total obligations of ITS consisted of $1.8
million of long-term debt, current portion of long-term debt of $275,000 and
an additional $775,000 of borrowings under a bank line of credit. ITS's
long-term debt is composed of $1.1 million (current portion $207,000) of
mortgages and notes payable to Mellon Bank at prime plus 0.5% interest,
$266,000 (current portion $23,000) mortgage payable to Mellon Bank at 11.5%
interest, $50,000 (current portion $10,000) mortgage payable to Pennsylvania
Capital Loan Fund at 5% interest, $192,000 (current portion $19,000)
mortgage payable to Pennsylvania Industrial Development Authority (PIDA) at
3% interest, and $217,000 (current portion $16,000) mortgage payable to PIDA
at 2% interest. The bank line of credit provides for maximum borrowings of
$2.5 million and bears interest at a rate of prime plus 0.25%. All
obligations are secured by certain business assets of ITS.

ITS's Credit Agreement with Mellon Bank contains financial
covenants that must be maintained at the end of each fiscal quarter,
including a cash flow ratio, an interest coverage ratio and a total
liabilities to tangible net worth ratio.

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<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT OF ITS

The following table sets forth the amount and percentage of ITS
Common Stock owned beneficially on February 2, 1996 by (i) any person or
group that is known to ITS to be the beneficial owner of more than 5% of the
outstanding ITS Common Stock, (ii) each of the directors of ITS and (iii)
all directors and executive officers of ITS as a group.

<TABLE>
<CAPTION>
Number of shares
of ITS Common Stock
Beneficial Owner Beneficially Owned (1) Percent of Class
---------------- ---------------------- -----------------
<S> <C> <C>
Robert M. Unetich 189,794 (2) 40.01%
Jeffrey M. Lynn 111,903 (2) 23.63%
Ronald W. Zborowski 111,903 (2) 23.63%
All directors and executive
officers as a group (9 persons) 427,808 90.32%
------- -----
</TABLE>

- -------------

(1) The shares shown in the table include all shares the named parties
may be deemed to own beneficially, including shares held by spouses,
minor children, relatives sharing the home of such party, entities
controlled by such party, or trusts of which such parties are trustees
or beneficiaries.

(2) Includes 434 shares of ITS Common Stock allocated to each of Messrs.
Unetich, Lynn and Zborowski, respectively, pursuant to the ESOP. Each
of Messrs. Unetich, Lynn and Zborowski is an executive officer and
director of ITS and has the business address of ITS of 375 Valley Brook
Road, McMurray, Pennsylvania 15317.

COMPARISON OF SHAREHOLDER RIGHTS

The rights of the shareholders of ITS are governed by the PBCL, the
Articles of Incorporation of ITS ("ITS Articles"), and the Bylaws of ITS
("ITS Bylaws"). The rights of the shareholders of ADC are governed by the
Minnesota Business Corporation Act (the "MBCA"), the Restated Articles of
Incorporation of ADC, as amended ("ADC Articles"), and the Composite
Restated Bylaws of ADC, as amended ("ADC Bylaws"). The following is a
summary of certain material differences between the rights of shareholders
of ITS and the rights of shareholders of ADC, as contained in provisions of
the PBCL and the MBCA, the ITS Articles and ITS Bylaws, and the ADC Articles
and ADC Bylaws.

The following does not purport to be a complete statement of the
rights of ITS's shareholders under applicable Pennsylvania law and the ITS
Articles and ITS Bylaws as compared with the rights of ADC shareholders
under applicable Minnesota law and the ADC Articles and ADC Bylaws. The
identification of certain specific differences is not meant to indicate that
other equally or more significant differences do not exist.

CAPITAL STOCK

The ITS Articles provide that the authorized capital stock of ITS
consists of 4,000,000 shares of Common Stock, par value $.20 per share (the
"ITS Common Stock"), and 500,000 shares of preferred stock, par value $1.00
per share (the "ITS Preferred Stock"). There are no shares of ITS Preferred
Stock outstanding nor any present plans to issue any ITS Preferred Stock.
Accordingly, ITS currently has only

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<PAGE>

one class of capital stock, and all ITS shareholders have equal rights and
preferences with respect to dividends and distributions upon liquidation.
See "DESCRIPTION OF ITS CAPITAL STOCK."

The ADC Articles authorize ADC to issue up to 110,000,000 shares,
divided into 100,000,000 shares of Common Stock, par value $.20 per share
(the "ADC Common Stock"), and 10,000,000 shares of Preferred Stock, no par
value (the "ADC Preferred Stock"). On November 28, 1995, the ADC Board of
Directors approved a resolution to increase the authorized number of shares
of ADC Common Stock from 100,000,000 to 300,000,000, subject to shareholder
approval at ADC's 1996 annual meeting of shareholders. As of January 31,
1995, there were no shares of ADC Preferred Stock outstanding. Shares of
ADC Preferred Stock may be issued from time to time in one or more series,
and before any shares of any such series of ADC Preferred Stock are issued,
the Board of Directors of ADC shall fix and determine the designations,
powers, preferences and relative, participating, optional and other special
rights, and the qualifications, limitations and restrictions thereof.
Although management has no plans for any issuance of ADC Preferred Stock,
such ADC Preferred Stock could have dividend, liquidation, voting, and other
rights superior to those of ADC Common Stock.

SHAREHOLDER RIGHTS PLAN

On November 28, 1995, the ADC Board of Directors amended and
restated the ADC Shareholder Rights Plan that was originally adopted in
1986. Under the original Shareholder Rights Plan, the Board of Directors
declared a dividend of one right (each, a "Right") for each outstanding
share of ADC's Common Stock. The Shareholder Rights Plan, as amended,
provides, among other things, that if any person or group acquires 15% or
more of ADC's Common Stock, each Right not owned by such person or group
will entitle its holder to purchase, at the Right's then-current purchase
price ($125 for each one-half share of ADC's Common Stock at November 28,
1995), ADC Common Stock having a value equal to twice the Right's purchase
price. The Rights will not be triggered, however, if the acquisition of 15%
or more of ADC's Common Stock is pursuant to a tender offer or exchange offer
for all outstanding shares of ADC's Common Stock which is determined by the
independent directors of ADC to be fair and in the best interests of ADC and its
shareholders. The Rights are redeemable at $0.01 per Right at any time prior to
the time they become exercisable. The Rights will expire on November 28, 2005,
if not previously redeemed or exercised.

ITS does not have a shareholder rights plan.

SHAREHOLDER MEETINGS

NOTICE OF MEETINGS. Under the PBCL, holders of ITS Common Stock are
entitled to at least 10 days' prior written notice for a meeting called to
consider a fundamental change (as defined in the PBCL) and five days' prior
written notice for any other meeting. Under the MBCA and ADC's Bylaws,
holders of ADC Common Stock are entitled to at least 10 days' prior written
notice for each regular meeting and special meeting to consider any matter,
except that the ADC Bylaws require that notice of a meeting at which an
agreement of merger or exchange is to be considered shall be mailed to
shareholders of record, whether entitled to vote or not, at least fourteen
days prior to such meeting.

PROXIES. Under the MBCA, a proxy is invalid after eleven months
from its date, unless the proxy provides for a longer period. Under the
PBCL and ITS's Bylaws, there are no limitations on the duration of proxies
except that an unrevoked proxy is not valid after three years unless a
longer time is expressly provided therein.

RIGHT TO CALL SPECIAL MEETINGS. Under the PBCL, holders of ITS
Common Stock have no right to call special meetings of shareholders, except
that an interested shareholder (i.e., the beneficial owner of at least 20%
of the corporation's outstanding voting securities) has the right to call a
special meeting of shareholders to approve certain business combinations.
Under the MBCA, a

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<PAGE>

special meeting of stockholders may be called by the Chief Executive
Officer, the Chairman of the Board, the Chief Financial Officer, any two
directors or a shareholder or shareholders holding 10% or more of the shares
entitled to vote at such meeting. Under the ADC Bylaws, a special meeting
may be called by the Chairman of the Board, the President, the Treasurer,
any two directors or a shareholder or shareholders holding 10% or more of
the voting power of all shares entitled to vote, except that a special
meeting called for the purpose of considering any action to directly or
indirectly facilitate or effect a business combination, including any action
to change or otherwise affect the composition of the Board of Directors for
that purpose, must be called by a shareholder or shareholders holding 25% or
more of the voting power of all shares entitled to vote.

SHAREHOLDERS' DISSENTERS' RIGHTS

Under both the PBCL and the MBCA, shareholders may exercise a right
of dissent from certain corporate actions and obtain payment of the fair
value of their shares. This remedy is an exclusive remedy, except where the
corporate action involves fraud or illegality.

The PBCL grants dissenters' rights to a shareholder with respect to
certain corporate actions, including (i) any plan of merger or consolidation
to which the corporation is a party in which the shareholders may vote, (ii)
any exchange of shares in which all of the outstanding shares of one or more
classes or series of a corporation are acquired through an exchange of all of
the shares pursuant to a plan of exchange, (iii) any sale or exchange of all or
substantially all of the property and assets of the corporation not made in the
ordinary course of business, or (iv) or any amendment of the articles of
incorporation materially and adversely affecting the rights or preferences of
shares held by the dissenting shareholder. Except as otherwise provided in the
corporation's articles of incorporation or its bylaws, shareholders of a
Pennsylvania corporation do not have dissenters' rights in any corporation whose
voting securities are listed on a national securities exchange or has two
thousand or more record holders. In connection with the Merger, shareholders of
ITS are entitled to dissenters' rights as described under "THE MERGER
AGREEMENT--Dissenters' Rights of Appraisal."

Under the MBCA, the categories of transactions subject to
dissenters' rights are substantially similar to those under the PBCL.
Shareholders of a Minnesota corporation may exercise dissenters' rights in
connection with (i) an amendment to the articles of incorporation materially
and adversely affecting the rights or preferences of shares held by the
dissenting shareholder, (ii) a disposition of all or substantially all of
the corporation's property and assets not in the usual course of business,
(iii) a plan of merger in which the shareholder may vote, and (iv) a plan of
exchange involving the acquisition of the corporation's shares if the
shareholder is entitled to vote on the plan. Shareholders of a Minnesota
corporation do not have the right to dissent if a vote of the shareholders
of the corporation is not necessary to authorize the merger or other
corporate action. Unlike the PBCL, however, the MBCA provides dissenters'
rights to shareholders of publicly held corporations.

BOARD OF DIRECTORS

The PBCL provides that the board of directors of a Pennsylvania
corporation shall consist of one or more members. The number of directors
shall be fixed by the bylaws. If not so fixed, the number of directors
shall be the same as that stated in the articles or three if no number is so
stated. The ITS Board of Directors currently consists of three members.

The MBCA provides that the board of directors of a Minnesota
corporation shall consist of one or more directors as fixed by the articles
of incorporation or bylaws. The ADC Articles provide that the board shall
consist of eight directors divided into three classes. The number of
directors may be increased or decreased from time to time by resolution
adopted by the affirmative vote of the shareholders holding 80% of the
outstanding shares of capital stock entitled to vote generally in the
election of directors (the "Voting Stock"), unless the proposed increase or
decrease has been expressly approved by a

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<PAGE>

majority vote of all members of the Board of Directors, in which case the
removal shall require the affirmative vote of the shareholders holding a
majority of the outstanding shares of Voting Stock.

Neither shareholders of ITS nor ADC have the right to cumulative
voting in the election of directors.

REMOVAL OF DIRECTORS

The PBCL provides that, unless otherwise provided in a bylaw adopted
by the shareholders, directors may be removed with or without cause by the
vote of shareholders entitled to elect directors. Notwithstanding the
above, unless otherwise provided in the articles, directors of a corporation
with a classified board of directors may be removed from office by vote of
the shareholders entitled to vote thereon only for cause, if such
classification has been effected by a bylaw adopted by the shareholders.

The MBCA provides that, unless modified by the articles or bylaws of
the corporation or by shareholder agreement, the directors may be removed
with or without cause by the affirmative vote of that proportion or number
of the voting power of the shares of the classes or series the director
represents which would be sufficient to elect such director. The ADC
Articles and ADC Bylaws require the affirmative vote of the shareholders
holding 80% of the Voting Stock to remove a director, unless the removal has
been expressly approved by the majority vote of all members of the Board of
Directors, in which case the removal shall require the affirmative vote of
the shareholders holding a majority of the outstanding shares of Voting
Stock.

AMENDMENTS TO BYLAWS

The PBCL provides that the authority to adopt, amend and repeal
bylaws may be expressly vested by the bylaws in the board of directors, subject
to the power of the shareholders to change such action, except that the
board shall not have the authority to adopt or change a bylaw on any subject
that is committed expressly to the shareholders by the provisions of the PBCL.

The MBCA and the ADC Bylaws provide that the power to adopt, amend
or repeal the bylaws shall be vested in the board (subject to certain notice
requirements set forth in the ADC Bylaws). The MBCA provides that the
authority in the board of directors is subject to the power of the
shareholders to change or repeal such bylaws by a majority vote of the
shareholders called for such purpose, and the board of directors shall not
make or alter any bylaws fixing a quorum for meetings of shareholders,
prescribing procedures or removing directors or filling vacancies in the
board of directors, or fixing the number of directors or their
classifications, qualifications, or terms of office. Notwithstanding the
above, under the MBCA, a shareholder or shareholders holding 3% or more of
the voting shares entitled to vote may propose a resolution to amend or
repeal bylaws adopted, amended or repealed by

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<PAGE>

the board, in which event such resolution must be approved pursuant to the
procedures for amending the articles of incorporation.

AMENDMENTS TO ARTICLES

The PBCL provides that an amendment to a corporation's articles must
be proposed by the adoption of a resolution by the board of directors or by
petition of shareholders entitled to cast at least 10% of the voting shares
entitled to vote thereon. Except where the approval of the shareholders is
unnecessary, the board of directors shall submit the amendment to a vote of
shareholders. Unless the articles or a specific provision of the PBCL
requires a greater vote, a proposed amendment must be approved by the
affirmative vote of a majority of the votes cast by all shareholders thereon
and, if any class or series is entitled to vote thereon as a class, the
affirmative vote of a majority of the votes cast in each such class vote.
The ITS Articles do not require more than a majority vote in order to
approve amendments to the ITS Articles.

The MBCA provides that an amendment to a corporation's articles must
be by resolution approved by the affirmative vote of a majority of the
directors present or proposed by a shareholder or shareholders holding 3% or
more of the voting shares entitled to vote thereon. Under the MBCA, any
such amendment must be approved by the affirmative vote of a majority of the
shareholders entitled to vote thereon, except that the articles may provide
for a specified proportion or number larger than a majority. The ADC
Articles provide that the affirmative vote of the holders of at least 80%
of the shares of Voting Stock is required in order to amend provisions of the
ADC Articles concerning the election and removal of directors (unless the
proposed change has been expressly approved by a majority of all members of
the ADC Board of Directors, in which case such change shall be approved by a
majority of the shares of Voting Stock), and that the affirmative vote of the
holders of 80% of the outstanding shares of Voting Stock is required in order
to amend provisions concerning certain mergers, consolidations and other
business combinations and reorganizations.

INDEMNIFICATION

Both the PBCL and the MBCA contain provisions setting forth
conditions under which a corporation may indemnify its directors, officers
and employees. The ITS Bylaws do not expressly adopt the indemnification
provisions of the PBCL. As a result, a director of ITS is entitled to mandatory
indemnification only in the event that such director is successful on the merits
of any defense of a claim and only to the extent of expenses reasonably incurred
by the director.

The ADC Bylaws expressly adopt the indemnification provisions of the
MBCA. The ADC obligations are mandatory with respect to all actions regardless
of who brought the action, provided that certain standards of conduct are met.
In addition, the MBCA requires the corporation to report the indemnification
payments to its shareholders not later than the next meeting of shareholders.

LIABILITY OF DIRECTORS

The PBCL expressly permits directors, in discharging the duties of
their positions and in considering the best interests of the corporation, to
consider the effects of any action upon shareholders, employees, suppliers,
customers and creditors of the corporation, upon communities in which offices
or other establishments of the corporation are located, the short-term and
long-term interests of the corporation, the resources, intent and conduct of
any person seeking to acquire control of the corporation, and all other
pertinent factors. The PBCL states that consideration of those factors shall
not constitute a violation of the standard of conduct for directors described in
the PBCL. Further, the PBCL expressly authorizes the corporation's board of
directors to

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accept, reject, respond or take no action in respect of an actual or
proposed acquisition, takeover or other fundamental change.

The ADC Articles provide that a director shall not be personally
liable to ADC or its shareholders for monetary liability relating to breach
of fiduciary duty as a director, unless the liability relates to (i) a
breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) acts or omissions involving a lack of good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
liability for illegal distributions and unlawful sales of ADC securities,
(iv) transactions where the director gained an improper personal benefit, or
(v) any acts or omissions occurring prior to the date on which the liability
limitation provisions of the ADC Articles became effective. The ADC Articles
provide that any repeal or modification of the foregoing provisions shall
not adversely affect any right or protection of a director of ADC existing
at the time of such repeal or modification.

MERGERS AND CONSOLIDATIONS

The MBCA and the PBCL provide that a resolution containing a plan of
merger or exchange must be approved by the affirmative vote of a majority of
the directors present at a meeting and submitted to the shareholders and
approved by the affirmative vote of the holders of a majority of the voting
power of all shares entitled to vote. The MBCA and the PBCL require that
any class of shares of a corporation must approve the plan if it contains a
provision which, if contained in a proposed amendment to the corporation's
articles of incorporation, would entitle such class to vote as a class.

BUSINESS COMBINATIONS

ADC's Articles require the affirmative vote of at least 80% of the
outstanding shares of ADC Voting Stock in order to effect certain business
combinations, including a merger, consolidation, exchange of shares, sale of
all or substantially all of the assets of ADC or other similar transactions
(a "Business Combination"), with a person who, together with its affiliates,
owns 15% or more of the outstanding Voting Stock of ADC (a "Related
Person"). However, the 80% voting requirement will not be applicable if a
majority of the continuing directors approve the Business Combination and
the cash or fair market value of the property, securities or other
consideration to be received per share by holders of ADC Common Stock other
than the Related Person is not less than the highest per share price paid by
the Related Person in acquiring any of its holdings of ADC Common Stock.

In addition, ADC is subject to provisions of the MBCA regarding
business combinations. The MBCA prohibits certain business combinations (as
defined in the MBCA) between a Minnesota corporation that has shares
registered under the Exchange Act and an "interested shareholder" unless
certain conditions are satisfied or an exemption is found. An "interested
shareholder" is generally defined to include a person who beneficially owns
at least 20% of the votes that all shareholders would be entitled to cast in
an election of directors of the corporation.

The PBCL contains similar provisions prohibiting certain business
combinations between a Pennsylvania public corporation and an interested
shareholder that occur within five years of the time that such stockholder
became an "interested shareholder," unless certain conditions are satisfied.
An "interested shareholder" is generally defined to include a person who
beneficially owns at least 20% of the voting stock of the corporation.
Since ITS's Common Stock is not publicly traded, these provisions of the
PBCL do not presently apply to ITS.

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<PAGE>

OTHER ANTI-TAKEOVER PROVISIONS

The MBCA provides that during any tender offer, a publicly held
corporation may not enter into or amend an agreement (whether or not subject
to contingencies) that increases the current or future compensation of any
officer or director. In addition, under the MBCA, a publicly held
corporation is prohibited from purchasing any voting shares owned for less
than two years from a 5% shareholder for more than the market value unless
the transaction has been approved by the affirmative vote of the holders of
a majority of the voting power of all shares entitled to vote or unless the
corporation makes a comparable offer to all holders of shares of the class
or series of stock held by the 5% shareholder and to all holders of any
class or series into which such securities may be converted.

It should be noted that in addition to the anti-takeover measures
discussed above, the provisions of the ADC Articles and Bylaws (i) providing
for a staggered board of directors (discussed above under "Board of
Directors"), (ii) requiring a vote of 80% of the outstanding Voting
Stock to amend certain provisions of the ADC Articles concerning the
election and removal of directors and concerning certain Business
Combinations (discussed above under "Amendments to Articles" and "Business
Combinations"), (iii) limiting the right of shareholders to call a special
meeting of shareholders involving a business combination, or any change in the
composition of the board of directors as a result of such business combination,
to require the request of holders of at least 25% of the outstanding shares
(discussed above under "Shareholder Rights Generally"), and (iv) providing for
certain shareholder rights in the event that any person or group acquires 15% or
more of ADC's Common Stock (discussed above under "Shareholder Rights Plan")
may make it more difficult to effect a change in control of ADC and may
discourage or deter a third party from attempting a takeover.

Although the PBCL contains anti-takeover provisions similar to those
contained in the MBCA, such provisions do not presently apply to ITS and its
shareholders because ITS is a privately held company.

DESCRIPTION OF ITS CAPITAL STOCK

GENERAL

The authorized capital stock of ITS consists of 4,000,000 shares of
Common Stock, par value $.20 per share (the "ITS Common Stock"), and 500,000
shares of preferred stock, par value $1.00 per share (the "ITS Preferred
Stock"). The description of ITS capital stock set forth herein does not
purport to be complete and is qualified in its entirety by reference to the
ITS Articles and ITS Bylaws, as well as applicable statutory or other law.

ITS COMMON STOCK

The holders of ITS Common Stock are entitled to receive such
dividends as the ITS Board of Directors may from time to time declare,
subject to any rights of holders of ITS Preferred Stock, if any is issued.
Each holder of ITS Common Stock is entitled to one vote per share on each
matter submitted to a vote at a meeting of shareholders, subject to any
class or series voting rights of holders of any ITS Preferred Stock. The
holders of ITS Common Stock are not entitled to cumulate votes for the
election of directors. In the event of any liquidation, dissolution or
winding up of ITS, the holders of ITS Common Stock, subject to any rights of
the holders of any ITS Preferred Stock, will be entitled to receive the
remainder, if any, of the assets of ITS after the discharge of its
liabilities. Holders of ITS Common Stock are not entitled to preemptive
rights to subscribe for or purchase any part of any new or

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additional issue of stock or securities convertible into stock. The ITS
Common Stock does not contain any redemption provisions or conversion rights.

ITS PREFERRED STOCK

Under the ITS Articles, ITS is authorized to divide the ITS
Preferred Stock into series, to issue shares of any such series and, within
the limitations set forth in the ITS Articles or prescribed by law, to fix
and determine the relative rights and preferences of the shares of any
series so established, including the dividend rate, redemption price and
terms, amount payable upon liquidation, and any sinking fund provisions,
conversion privileges and voting rights. There are no shares of ITS
Preferred Stock currently outstanding nor any present plans to issue any ITS
Preferred Stock.

MANAGEMENT AND ADDITIONAL INFORMATION

Certain matters relating to the management, executive compensation,
various benefit plans (including stock-based incentive plans), voting
securities and the principal holders thereof, certain relationships and
relating transactions and other related matters as to ADC is set forth in or
incorporated by reference in the Annual Report on Form 10-K for the year
ended October 31, 1995 of ADC, which are incorporated by reference in this
Proxy Statement/Prospectus. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE." ITS stockholders who wish to obtain copies of these documents
may contact ADC at its address or telephone number set forth under
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."

LEGAL MATTERS

The validity of the ADC Common Stock to be issued in connection with
the Merger will be passed upon for ADC by Dorsey & Whitney P.L.L.P.,
Pillsbury Center South, 220 South Sixth Street, Minneapolis, Minnesota
55402. The opinion of counsel described under "THE MERGER-Certain Federal
Income Tax Consequences," will be rendered for ITS by Buchanan Ingersoll
Professional Corporation, One Oxford Centre, 301 Grant Street, Pittsburgh,
Pennsylvania 15219-1410.

EXPERTS

The consolidated financial statements of ADC incorporated by
reference in this Proxy Statement/Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report
with respect thereto, and are incorporated herein by reference in reliance
upon the authority of said firm as experts in giving said report.

The consolidated financial statements of ITS as of June 30, 1995 and
1994 and for each of the three years in the period ended June 30, 1995
appearing elsewhere in this Proxy Statement/Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein by reference in
reliance upon the authority of such firm as experts in giving such reports.

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<PAGE>

OTHER MATTERS

The management of ITS is not aware of any other business that may
come before the Special Meeting. However, if additional matters properly
come before the Special Meeting, proxies will be voted at the discretion of
the proxy holders.

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<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS
OF
INFORMATION TRANSMISSION SYSTEMS CORP.

INDEX

Page Number
-----------

Report of Independent Public Accountants F-2

Consolidated Balance Sheets F-3

Consolidated Statements of Income F-4

Consolidated Statements of Stockholders' Equity F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7

F-1

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of
ITS Corporation:

We have audited the accompanying consolidated balance sheets of ITS
Corporation (a Pennsylvania corporation) and Subsidiaries as of June 30,
1995 and 1994, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the three years in the
period ended June 30, 1995. 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 generally accepted
auditing standards. 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 ITS Corporation
and Subsidiaries as of June 30, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period
ended June 30, 1995 in conformity with generally accepted accounting
principles.

As discussed in Note 1 to the financial statements, effective July
1, 1993, the Company changed its method of accounting for income taxes.

ARTHUR ANDERSEN, LLP

Pittsburgh, Pennsylvania,
August 7, 1995

F-2

<PAGE>

ITS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
June 30, December 31,
------------------------------------- ------------------
1995 1994 1995
----------------- ---------------- ------------------
(unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 235,743 $ 1,181,235 $ 175,039
Accounts receivable, net of reserve of $96,031,
$54,465 and $89,512, respectively 1,570,204 1,673,481 858,578
Inventories 2,641,245 2,021,154 3,550,532
Deferred tax benefit 201,110 151,000 201,110
Other current assets 107,267 71,460 364,484
-------------- --------------- ---------------
Total current assets 4,755,569 5,098,330 5,149,743
-------------- --------------- ---------------
NOTES RECEIVABLE -- 717 --
-------------- --------------- ---------------

PROPERTY, PLANT AND EQUIPMENT, at cost
(Notes 2 and 3):
Land and improvements 820,468 420,391 820,468
Buildings 1,813,790 1,325,162 1,814,600
Equipment 2,624,298 1,597,885 3,030,196
Construction-in-progress -- 128,850 --
-------------- --------------- ---------------
5,258,556 3,472,288 5,665,264
Less- Accumulated depreciation (1,254,299) (821,784) (1,517,656)
-------------- --------------- ---------------
Net property, plant and equipment 4,004,257 2,650,504 4,147,608
-------------- --------------- ---------------
Total Assets $ 8,759,826 $ 7,749,551 $ 9,297,351
-------------- --------------- ---------------
-------------- --------------- ---------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Demand notes payable $ -- $ -- $ 775,000
Current maturities of long-term debt (Note 3) 274,388 100,484 275,015
Accounts payable 895,569 1,364,577 1,401,409
Income taxes payable and other accrued
liabilities 981,596 1,000,819 808,635
Advance customer collections 1,272,028 1,533,745 907,723
-------------- --------------- ---------------
Total current liabilities 3,423,581 3,999,625 4,167,782
-------------- --------------- ---------------

LONG-TERM DEBT (Note 3) 1,925,862 1,195,670 1,789,189
-------------- --------------- ---------------

DEFERRED TAX LIABILITY -- 28,000 --
-------------- --------------- ---------------

STOCKHOLDERS' EQUITY:
Common stock, par value $.20 per share-
Authorized 4,000,000 shares, Issued 480,369 shares 96,074 96,074 96,074
Additional paid-in capital 427,851 161,750 427,851
Retained earnings 3,193,056 2,355,319 3,123,053
Less- Treasury shares, 6,722, 15,740, and 6,722
shares at cost, respectively (37,108) (86,887) (37,108)
Stock subscriptions receivable (269,490) -- (269,490)
-------------- --------------- ---------------
Total stockholders' equity 3,410,383 2,526,256 3,340,380
-------------- --------------- ---------------
Total liabilities and stockholders' equity $ 8,759,826 $ 7,749,551 $ 9,297,351
-------------- --------------- ---------------
-------------- --------------- ---------------

</TABLE>

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

F-3

<PAGE>

ITS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Six Months Ended December 31,
Years Ended June 30, (unaudited)
----------------------------------------------- ------------------------------
1995 1994 1993 1995 1994
------------- ------------- ------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
SALES $ 23,337,250 $ 17,464,720 $ 11,592,704 $ 11,069,592 $11,275,989

COST OF GOODS SOLD 14,376,314 11,288,487 7,989,863 6,937,611 6,843,415
------------ ------------ ------------ ------------- -----------
Gross Profit 8,960,936 6,176,233 3,602,841 4,131,981 4,432,574

SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 7,458,593 4,479,106 3,221,635 4,130,892 3,604,771
------------ ------------ ------------ ------------- -----------

Income (loss) from operations 1,502,343 1,697,127 381,206 1,089 827,803

INTEREST EXPENSE, net 146,145 71,718 101,055 67,235 27,268
------------ ------------ ------------ ------------- -----------

Income (loss) before provision
(credit) for income taxes 1,356,198 1,625,409 280,151 (66,146) 800,535
------------ ------------ ------------ ------------- -----------

PROVISION (CREDIT FOR
INCOME TAXES:
Current 568,571 588,469 69,388 3,857 314,789
Deferred (50,110) (65,000) (6,584) -- --
------------ ------------ ------------ ------------- -----------

Total Provision for income taxes 518,461 523,469 62,804 3,857 314,789
------------ ------------ ------------ ------------- -----------

Income (loss) before cumulative
effect of accounting change 837,737 1,101,940 217,347 (70,003) 485,746

CUMULATIVE EFFECT ON PRIOR
YEARS OF CHANGE IN
ACCOUNTING FOR INCOME
TAXES (NOTE 1) -- (16,879) -- -- --
------------ ------------ ------------ ------------- -----------

NET INCOME (LOSS) $ 837,737 $ 1,118,819 $ 217,347 $ (70,003) $ 485,746
------------ ------------ ------------ ------------- -----------
------------ ------------ ------------ ------------- -----------

NET INCOME PER
COMMON SHARE $ 1.79 $ 2.41 $ 0.47 $ (.15) $ 1.05
------------ ------------ ------------ ------------- -----------
------------ ------------ ------------ ------------- -----------

</TABLE>

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

F-4

<PAGE>

ITS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Additional Subscrip-
Common Stock Paid-in tions Retained Treasury Stock Total
---------------------- ---------- ---------- ------------ ------------------------- Stockholders'
Shares Amount Capital Receivable Earnings Shares Amount Equity
--------- --------- ---------- ---------- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, June 30, 1992 480,369 $ 96,074 $ 153,931 $ -- $ 1,019,153 (14,070) $ (63,028) $ 1,206,130

Treasury stock acquired -- -- -- -- -- (2,167) (14,669) (14,669)
Net income -- -- -- -- 217,347 -- -- 217,347
--------- --------- ---------- ---------- ------------ ----------- ----------- ------------

BALANCE, June 30, 1993 480,369 96,074 153,931 -- 1,236,500 (16,237) (77,697) 1,408,808

Treasury stock reissued -- -- 7,819 -- -- 2,697 12,810 20,629
Treasury stock acquired -- -- -- -- -- (2,200) (22,000) (22,000)
Net income -- -- -- -- 1,118,819 -- -- 1,118,819
--------- --------- ---------- ---------- ------------ ----------- ----------- ------------

BALANCE, June 30, 1994 480,369 96,074 161,750 -- 2,355,319 (15,740) (86,887) 2,526,256

Treasury stock reissued -- -- 266,101 (269,490) -- 9,018 49,779 46,390
Net income -- -- -- -- 837,737 -- -- 837,737
--------- --------- ---------- ---------- ------------ ----------- ----------- ------------

BALANCE, June 30, 1995 480,369 96,074 427,851 (269,490) 3,193,056 (6,722) (37,108) 3,410,383

Net income (loss) -- -- -- -- (70,003) -- -- (70,003)
--------- --------- ---------- ---------- ------------ ----------- ----------- ------------

BALANCE, December 31, 1995
(unaudited) 480,369 $ 96,074 $ 427,851 $ (269,490) $ 3,123,053 (6,722) $ (37,108) $ 3,340,380
--------- --------- ---------- ---------- ------------ ----------- ----------- ------------
--------- --------- ---------- ---------- ------------ ----------- ----------- ------------
</TABLE>

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

F-5

<PAGE>

ITS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended
December 31,
Years Ended June 30, (unaudited)
------------------------------------------------- ----------------------------
1995 1994 1993 1995 1994
-------------- -------------- --------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
CASH WAS PROVIDED BY (USED FOR):

OPERATIONS:
Net income $ 837,737 $ 1,118,819 $ 217,347 $ (70,003) $ 485,746
Adjustments to reconcile net income
to cash provided by operations-
Depreciation and amortization 438,882 256,879 151,857 263,761 191,411
Deferred taxes (78,110) (65,000) (6,584) -- --
Compensation expense attributable to
reissuance of treasury stock 45,090 -- -- -- --
Cumulative effect on prior years of change
in accounting forincome taxes -- (16,879) -- -- --
Changes in assets and liabilities-
Accounts receivable 103,277 (734,860) 527,934 711,626 (159,624)
Inventories (620,091) (713,950) 247,315 (909,287) (1,345,188)
Other current assets (35,807) (40,258) 750 (257,217) (13,222)
Accounts payable (469,008) 491,158 (54,223) 505,840 (181,921)
Income taxes payable and
other accrued liabilities (19,223) 628,846 (1,297) (172,961) (160,354)
Advance customer collections (261,717) 1,007,021 174,646 (364,305) (579,588)
------------- ------------ ------------ ---------- -----------
Total provided by (used for) operating
activities (58,970) 1,931,776 1,257,745 (292,546) (1,762,740)
------------- ------------ ------------ ---------- -----------

INVESTING ACTIVITIES:
Purchases of property, plant and equipment (1,792,635) (804,382) (896,114) (405,539) (1,448,111)
Notes receivable 717 966 11,813 -- 717
------------- ------------ ------------ ---------- -----------
Total used for investing activities (1,791,918) (803,416) (884,301) (405,539) (1,447,394)
------------- ------------ ------------ ---------- -----------

FINANCING ACTIVITIES:
Net Change in line of credit -- -- (869,000) 775,000 950,000
Long-term borrowings 1,110,000 30,390 741,731 -- 1,110,000
Payments on long-term debt (205,904) (247,961) (141,273) (137,619) (58,400)
Purchase of treasury stock -- (22,000) (14,669) -- --
Reissuance of treasury stock 1,300 20,629 -- -- --
------------- ------------ ------------ ---------- -----------
Total provided by (used for) financing
activities 905,396 (218,942) (283,211) 637,381 2,001,600
------------- ------------ ------------ ---------- -----------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (945,492) 909,418 90,233 (60,704) (1,208,534)

CASH AND CASH EQUIVALENTS,
beginning of year 1,181,235 271,817 181,584 235,743 1,181,235
------------- ------------ ------------ ---------- -----------

CASH AND CASH EQUIVALENTS,
end of year $ 235,743 $ 1,181,235 $ 271,817 $ 175,039 $ (27,299)
------------- ------------ ------------ ---------- -----------
------------- ------------ ------------ ---------- -----------

SUPPLEMENTAL DATA:
Cash payments for interest $ 189,777 $ 102,489 $ 110,723 $ 87,476 $ 45,726
------------- ------------ ------------ ---------- -----------
------------- ------------ ------------ ---------- -----------
Cash payments for income taxes $ 992,224 $ 101,000 $ 90,000 $ 276,385 $ 279,256
------------- ------------ ------------ ---------- -----------
------------- ------------ ------------ ---------- -----------

</TABLE>

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

F-6

<PAGE>

ITS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1995 AND 1994 AND DECEMBER 31, 1995

(THE NOTES TO THE DECEMBER 31, 1995 FINANCIAL STATEMENTS ARE UNAUDITED)

1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ITS Corporation (the Company) designs and manufactures a line of
sophisticated electronic communications equipment to be sold primarily to the
television broadcast industry. The Company grants credit to customers based
on management's assessment of their creditworthiness. The majority of these
customers are domestic.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany transactions and
accounts have been eliminated in the accompanying financial statements.

CASH EQUIVALENTS

The Company considers all short-term investments with maturities of three
months or less when acquired to be cash equivalents.

INVENTORIES

Inventories are stated at the lower of first-in, first-out (FIFO) cost or
market and consisted of the following:

Unaudited
December 31,
1995 1994 1995
------------- ------------ -------------
<S> <C> <C> <C>
Raw materials $ 1,102,102 $ 1,054,321 $ 1,459,482
Work-in-process 1,539,143 966,833 2,091,050
------------- ------------ -------------
$ 2,641,245 $ 2,021,154 $ 3,550,532
------------- ------------ -------------
------------- ------------ -------------
</TABLE>

PROPERTY, PLANT AND EQUIPMENT

The Company uses primarily the straight-line method to provide for
depreciation in amounts which allocate the costs of property, plant and
equipment over the following estimated useful lives:

Classification Estimated Useful Lives
-------------- -----------------------
<S> <C>
Buildings 40 years
Equipment 5 years

</TABLE>

F-7

<PAGE>

INCOME TAXES

Effective July 1, 1993, the Company implemented the provisions of Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes."
This statement utilizes the liability method and deferred taxes are
determined based on the estimated future tax effects of differences between
the financial statement and tax bases of assets and liabilities given the
provisions of the enacted tax laws.

The income tax provision recognizes the tax effects of all income and expense
transactions in the statements of income and stockholders' equity,
regardless of the year in which the transactions are reported for tax
purposes.

Deferred income taxes are provided on all significant temporary differences
between tax and financial reporting. The principal temporary timing
differences result from depreciation and accrued vacation. The balance sheet
classification of the deferred tax accounts relates to the classification of
the corresponding asset or liability.

SUBSCRIPTIONS RECEIVABLE

During 1995, the Company entered into stock purchase agreements with certain
key employees pursuant to which promissory notes were issued. The principal
amount of the notes become payable over three years upon the occurrence of
defined events including termination of employment or death. The notes bear
interest at .25% over prime and are payable monthly. The principal amount of
the notes is reflected as a reduction of stockholders' equity which has been
classified as stock subscriptions receivable in the accompanying balance
sheet.

The Company retains a right of first refusal to reacquire all shares
distributed at fair market value provided no active public market exists.

EARNINGS PER SHARE

The weighted average number of common and equivalent shares used in the
computations of earnings per share were 469,141, 464,244, 465,364, 473,647
and 464,718 for the years ended June 30, 1995, 1994, and 1993 and the six
months ended December 31, 1995 and 1994, respectively.

RECLASSIFICATIONS

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

2. LINE OF CREDIT:

The Company maintains a line of credit with a bank for $1,650,000.
Borrowings under this line of credit bear interest at the bank's prime rate
plus .50% and are secured by certain business assets. During fiscal year
1995, the maximum borrowings that were outstanding under the line of credit
were $1,400,000. As of June 30, 1995 and 1994, there were no outstanding
borrowings under this line of credit.

F-8

<PAGE>

3. LONG-TERM DEBT:

Unaudited
December 31,
1995 1994 1995
-------------- -------------- -------------
<S> <C> <C> <C>
Mortgage payable to Mellon Bank N.A.,
due in monthly installments of $4,614,
including interest at 11.5%. This note
commenced October 1, 1990, and will
continue through September 1, 2000.
At that time, the bank will determine
the amount of payments necessary to
amortize the note in 59 equal payments
through September 1, 2005. The
mortgage is secured by certain business
assets. $ 300,253 $ 319,845 $ 289,572

Mortgage payable to Pennsylvania
Industrial Development Authority
(PIDA), due in monthly installments
of $2,080, including interest at 3%,
through September 2005. The mortgage
is secured by certain business assets. 219,968 238,030 210,732

Loan payable to Mellon Bank N.A.,
due in monthly installments of $1,167,
plus interest at 1% over prime, through
February 2001. The loan is secured by
certain business assets. 79,333 93,333 72,333

Loan payable to Mellon Bank N.A.,
due in monthly installments of $7,500,
plus interest at .5% over prime,
through October 1, 1999. The loan is
secured by certain business assets. 390,000 -- 345,000

Loan payable to Pennsylvania Capital
Loan Fund/PERF, due in monthly
installments of $1,061, plus interest at 5%,
through May 2001. The loan is secured by
certain business assets. 65,072 74,295 60,285

Loan payable to Mellon Bank N.A., due
in monthly installments of $3,000, plus
interest at 1% over prime, through October 1,
2004. The loan is secured by certain business
assets. 336,000 -- 318,000

</TABLE>

F-9

<PAGE>

<TABLE>
Unaudited
December 31,
1995 1994 1995
-------------- -------------- -------------
<S> <C> <C> <C>
Mortgage payable to Mellon Bank N.A.,
due in monthly installments of $2,029, plus
interest at 1% over prime, through June 2008.
The mortgage is secured by certain business
assets. 290,744 315,096 278,569

Mortgage payable to Mellon Bank N.A.,
principal balance plus interest at .75% over
prime, due December 1996. The mortgage is
secured by certain business assets. 278,571 -- 257,143

Mortgage payable to Pennsylvania Industrial
Development Authority, due in monthly
installments of $1,685, including interest at
2%, through January 2009. The mortgage is
secured by certain business assets. 240,309 255,555 232,570
------------ ------------- ----------
2,200,250 1,296,154 2,064,204

Less-Current maturities (274,388) (100,484) (275,015)
------------ ------------- ----------
$ 1,925,862 $ 1,195,670 $1,789,189
------------ ------------- ----------
------------ ------------- ----------

</TABLE>

The scheduled maturities of long-term debt are as follows:

Year Ending June 30, Amount
-------------------- -------------
<S> <C>
1996 $ 274,388
1997 468,598
1998 238,643
1999 243,470
2000 188,722
Thereafter 786,429
-----------
Total $ 2,200,250
-----------
-----------
</TABLE>

4. EMPLOYEE BENEFIT PLAN:

The Company maintains an employee benefit plan which is a combination 401(k)
plan and discretionary profit sharing plan covering all eligible hourly and
salary personnel. Employees are permitted to designate up to 20% of their
compensation toward the 401(k) plan. The Company, at its discretion, can
match from 1% to 6% of the employees' compensation as a profit sharing plan
contribution. For the years ended June 30, 1995 and 1994, the Company's
401(k) contribution amounted to $39,810, $33,996 and 32,052, respectively.
The Company made no discretionary contribution to the profit sharing plan for
the years ended June 30, 1995, 1994 and 1993.

F-10

<PAGE>

5. EMPLOYEE STOCK OWNERSHIP PLAN:

In September 1994, the stockholders approved an employee stock ownership plan
(the Plan). Under the Plan, the Company makes discretionary contributions to
a trust in the form of either cash or common shares of the Company for the
benefit of eligible employees. The Company's contribution for the year ended
June 30, 1995, was $474,880, which the Plan used to purchase stock from other
stockholders at estimated fair market value. As the Company's stock is not
publicly traded, management has estimated the fair market value of the stock
with assistance from an independent financial adviser.

Participants of the Plan may require the Company to repurchase the shares
distributed at fair market value within the 60-day period after the original
distribution or 60 days after the receipt of written notice of a new
valuation of the stock in the next plan year if no active public market
exists. The Company retains a right of first refusal to reacquire all shares
distributed at fair market value provided no active public market exists.

6. SIGNIFICANT CUSTOMERS:

A substantial portion of the sales of the Company is made to a limited number
of customers. During the year ended June 30, 1995, five such customers
accounted for 24% of sales, and two such customers accounted for 21% of sales
for the year ended June 30, 1994. One customer accounted for 23% of fiscal
1993 sales.

7. COMMITMENTS:

The Company entered into noncancelable leases for office and warehouse space.
The future minimum rental payments due under these leases are as follows:

Year Ending June 30, Amount
-------------------- -------------
<S> <C>
1996 $ 275,832
1997 275,832
1998 192,632
1999 188,232
2000 188,872
Thereafter 928,348
-----------
Total $ 2,049,748
-----------
-----------
</TABLE>

Rental expense was approximately $119,000, $16,000 and $0 for fiscal years
1995, 1994 and 1993, respectively.

F-11

<PAGE>

EXHIBIT A

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

AGREEMENT AND PLAN OF MERGER

by and among

ADC TELECOMMUNICATIONS, INC.,

PITTSBURGH MERGER SUB, INC.,

INFORMATION TRANSMISSION SYSTEMS CORP., and

Robert M. Unetich, Jeffrey M. Lynn and Ronald W. Zborowski

Acting in their Capacity as Shareholders' Representatives

February 2, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

ARTICLE I THE MERGER. . . . . . . . . . . . . . . . . . . . . . . A-2
1.01 The Merger. . . . . . . . . . . . . . . . . . . . . . . A-2
1.02 Effect of Merger. . . . . . . . . . . . . . . . . . . . A-2
1.03 Effective Time. . . . . . . . . . . . . . . . . . . . . A-2
1.04 Directors and Officers. . . . . . . . . . . . . . . . . A-2
1.05 Articles of Incorporation; Bylaws . . . . . . . . . . . A-3
1.06 Taking of Necessary Action; Further Action. . . . . . . A-3
1.07 The Closing . . . . . . . . . . . . . . . . . . . . . . A-3

ARTICLE II CONVERSION OF SECURITIES. . . . . . . . . . . . . . . . A-4
2.01 Conversion of Securities. . . . . . . . . . . . . . . . A-4
2.02 ADC Common Stock Adjustments. . . . . . . . . . . . . . A-5
2.03 Fractional Shares . . . . . . . . . . . . . . . . . . . A-5
2.04 Dissenting Shares . . . . . . . . . . . . . . . . . . . A-5
2.05 Exchange of Certificates. . . . . . . . . . . . . . . . A-6

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . A-9
3.01 Incorporation and Corporate Power . . . . . . . . . . . A-9
3.02 Execution, Delivery; Valid and Binding Agreement. . . . A-9
3.03 Approval of the Plan of Merger; Meeting of
Shareholders. . . . . . . . . . . . . . . . . . . . . . A-10
3.04 No Breach . . . . . . . . . . . . . . . . . . . . . . . A-10
3.05 Governmental Authorities; Consents. . . . . . . . . . . A-10
3.06 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . A-10
3.07 Capital Stock . . . . . . . . . . . . . . . . . . . . . A-11
3.08 Financial Statements. . . . . . . . . . . . . . . . . . A-11
3.09 Absence of Undisclosed Liabilities. . . . . . . . . . . A-12
3.10 No Material Adverse Changes . . . . . . . . . . . . . . A-12
3.11 Absence of Certain Developments . . . . . . . . . . . . A-12
3.12 Title to Properties . . . . . . . . . . . . . . . . . . A-14
3.13 Accounts Receivable . . . . . . . . . . . . . . . . . . A-15
3.14 Inventory . . . . . . . . . . . . . . . . . . . . . . . A-15
3.15 Tax Matters . . . . . . . . . . . . . . . . . . . . . . A-16
3.16 Contracts and Commitments . . . . . . . . . . . . . . . A-18
3.17 Intellectual Property Rights. . . . . . . . . . . . . . A-20
3.18 Litigation. . . . . . . . . . . . . . . . . . . . . . . A-21
3.19 Warranties. . . . . . . . . . . . . . . . . . . . . . . A-21
3.20 Employees . . . . . . . . . . . . . . . . . . . . . . . A-21
3.21 Employee Benefits.. . . . . . . . . . . . . . . . . . . A-22
3.22 Insurance . . . . . . . . . . . . . . . . . . . . . . . A-25
3.23 Affiliate Transactions. . . . . . . . . . . . . . . . . A-25
3.24 Customers and Suppliers . . . . . . . . . . . . . . . . A-25
3.25 Compliance with Laws; Permits . . . . . . . . . . . . . A-26
3.26 Environmental Matters.. . . . . . . . . . . . . . . . . A-27

-i-
<PAGE>

Page No.
--------

3.27 Accounting and Tax Matters. . . . . . . . . . . . . . . A-29
3.28 Brokerage . . . . . . . . . . . . . . . . . . . . . . . A-29
3.29 Disclosure. . . . . . . . . . . . . . . . . . . . . . . A-29

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ADC AND
MERGER SUBSIDIARY . . . . . . . . . . . . . . . . . . . A-30
4.01 Incorporation and Corporate Power . . . . . . . . . . . A-30
4.02 Execution, Delivery; Valid and Binding Agreement. . . . A-30
4.03 No Breach . . . . . . . . . . . . . . . . . . . . . . . A-30
4.04 Merger Subsidiary . . . . . . . . . . . . . . . . . . . A-30
4.05 Governmental Authorities; Consents. . . . . . . . . . . A-31
4.06 Reports; Financial Statements . . . . . . . . . . . . . A-31
4.07 Litigation. . . . . . . . . . . . . . . . . . . . . . . A-32

ARTICLE V COVENANTS OF THE COMPANY. . . . . . . . . . . . . . . . A-32
5.01 Conduct of the Business . . . . . . . . . . . . . . . . A-32
5.02 Access to Books and Records . . . . . . . . . . . . . . A-35
5.03 Meeting of Shareholders . . . . . . . . . . . . . . . . A-35
5.04 Registration Statement, etc . . . . . . . . . . . . . . A-36
5.05 Regulatory Filings. . . . . . . . . . . . . . . . . . . A-36
5.06 Conditions. . . . . . . . . . . . . . . . . . . . . . . A-37
5.07 No Negotiations, etc. . . . . . . . . . . . . . . . . . A-37
5.08 Approvals and Consents. . . . . . . . . . . . . . . . . A-37
5.09 Closing Certificates. . . . . . . . . . . . . . . . . . A-37
5.10 Confidentiality . . . . . . . . . . . . . . . . . . . . A-37
5.11 Benefit Plans . . . . . . . . . . . . . . . . . . . . . A-38
5.12 Accounting and Tax Matters. . . . . . . . . . . . . . . A-38
5.13 Affiliate Letters . . . . . . . . . . . . . . . . . . . A-38
5.14 Accruals and Reserves . . . . . . . . . . . . . . . . . A-38
5.15 Escrow Agreement. . . . . . . . . . . . . . . . . . . . A-38
5.16 Acquisition of ITS Service Company. . . . . . . . . . . A-38
5.17 Accounting Policies and Procedures. . . . . . . . . . . A-39
5.18 Merger Expenses . . . . . . . . . . . . . . . . . . . . A-39

ARTICLE VI COVENANTS OF ADC AND MERGER SUBSIDIARY. . . . . . . . . A-39
6.01 Maintain Corporate Existence; Conduct Business
in Compliance With Laws . . . . . . . . . . . . . . . . A-39
6.02 Regulatory Filings. . . . . . . . . . . . . . . . . . . A-40
6.03 Conditions. . . . . . . . . . . . . . . . . . . . . . . A-40
6.04 Registration Statement. . . . . . . . . . . . . . . . . A-40
6.05 Stock Exchange Listings . . . . . . . . . . . . . . . . A-41
6.06 Due Authorization, etc. of Stock Issued in Merger . . . A-41

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Page No.
--------

6.07 Blue Sky Approvals. . . . . . . . . . . . . . . . . . . A-41
6.08 Approvals and Consents. . . . . . . . . . . . . . . . . A-41
6.09 Closing Certificates. . . . . . . . . . . . . . . . . . A-41
6.10 Accounting and Tax Matters. . . . . . . . . . . . . . . A-41

ARTICLE VII CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . A-41
7.01 Conditions to ADC's and Merger Subsidiary's
Obligations . . . . . . . . . . . . . . . . . . . . . . A-41
7.02 Conditions to the Company's Obligations . . . . . . . . A-45

ARTICLE VIII TERMINATION . . . . . . . . . . . . . . . . . . . . . . A-48
8.01 Termination . . . . . . . . . . . . . . . . . . . . . . A-48
8.02 Effect of Termination . . . . . . . . . . . . . . . . . A-48

ARTICLE IX THE SHAREHOLDERS' REPRESENTATIVE. . . . . . . . . . . . A-49
9.01 Appointment . . . . . . . . . . . . . . . . . . . . . . A-49
9.02 Election and Replacement. . . . . . . . . . . . . . . . A-49
9.03 Authority . . . . . . . . . . . . . . . . . . . . . . . A-49
9.04 No Liability of ADC . . . . . . . . . . . . . . . . . . A-50

ARTICLE X SURVIVAL; INDEMNIFICATION . . . . . . . . . . . . . . . A-50
10.01 Survival of Representations and Warranties. . . . . . . A-50
10.02 Indemnification by the Company. . . . . . . . . . . . . A-51
10.03 Method of Asserting Claims. . . . . . . . . . . . . . . A-52

ARTICLE XI MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . A-53
11.01 Press Releases and Announcements. . . . . . . . . . . . A-53
11.02 Expenses. . . . . . . . . . . . . . . . . . . . . . . . A-54
11.03 Amendment and Waiver. . . . . . . . . . . . . . . . . . A-54
11.04 Notices . . . . . . . . . . . . . . . . . . . . . . . . A-54
11.05 Assignment. . . . . . . . . . . . . . . . . . . . . . . A-55
11.06 Severability. . . . . . . . . . . . . . . . . . . . . . A-55
11.07 Complete Agreement. . . . . . . . . . . . . . . . . . . A-55
11.08 Counterparts. . . . . . . . . . . . . . . . . . . . . . A-55
11.09 Governing Law . . . . . . . . . . . . . . . . . . . . . A-56

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EXHIBITS
A Articles of Merger
B Escrow Agreement
C Form of Affiliate Letters
D Opinion of Company Counsel to ADC
E Certificate of Chief Executive Officer and Chief Financial
Officer of the Company
F Form of Confidentiality and Non-Compete Agreement
G Certificate of Senior Vice President of ADC

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of
February 2, 1996, is made and entered into by and among ADC Telecommunications,
Inc., a Minnesota corporation ("ADC"), Pittsburgh Merger Sub, Inc., a
Pennsylvania corporation and wholly owned subsidiary of ADC ("Merger
Subsidiary"), Information Transmission Systems Corp., a Pennsylvania corporation
(the "Company"), and Robert M. Unetich, Jeffrey M. Lynn and Ronald W. Zborowski
acting solely in their capacities as representatives of the shareholders of the
Company (the "Shareholders' Representatives"). Merger Subsidiary and the
Company are hereinafter sometimes collectively referred to as the "Constituent
Corporations."

WHEREAS, the respective Boards of Directors of ADC, Merger Subsidiary
and the Company have determined that it is advisable and in the best interests
of the respective corporations and their shareholders that Merger Subsidiary be
merged with and into the Company in accordance with the Business Corporation Law
of the State of Pennsylvania (the "PBCL") and the terms of this Agreement,
pursuant to which the Company will be the surviving corporation and will become
a wholly owned subsidiary of ADC (the "Merger"); and

WHEREAS, as a condition to ADC entering into this Agreement, certain
shareholders of the Company who are affiliates of the Company have agreed to
enter into a Voting Agreement with ADC, dated as of the date hereof, providing
that each such shareholder will vote the shares of Common Stock, par value $.20
per share, of the Company ("Company Common Stock") owned by him in favor of the
Merger at a meeting of the Company's shareholders duly called for such purpose
as provided herein; and

WHEREAS, for Federal income tax purposes it is intended that the
Merger qualify as a reorganization under the provisions of Section 368(a) of the
United States Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS, for accounting purposes, it is intended that the Merger shall
be accounted for as a "pooling of interests;" and

WHEREAS, ADC, Merger Subsidiary, and the Company desire to make
certain representations, warranties, covenants, and agreements in connection
with, and establish various conditions precedent to, the Merger.

NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements set forth in this Agreement and in the

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Articles of Merger (as defined in Section 1.03 hereof), the parties hereto
hereby agree as follows:

ARTICLE I

THE MERGER

1.01 THE MERGER. At the Effective Time (as defined in Section 1.03
hereof) subject to the terms and conditions of this Agreement and the Articles
of Merger (as defined in Section 1.03 hereof), Merger Subsidiary shall be merged
with and into the Company, the separate existence of Merger Subsidiary shall
cease, and the Company shall continue as the surviving corporation under the
corporate name it possesses immediately prior to the Effective Time. The
Company, in its capacity as the corporation surviving the Merger, is hereinafter
sometimes referred to as the "Surviving Corporation."

1.02 EFFECT OF MERGER. The effect of the Merger shall be as set forth
in Section 1929 of the PBCL and the Surviving Corporation shall succeed to and
possess all the properties, rights, privileges, immunities, powers, franchises
and purposes, and be subject to all the duties, liabilities, debts, obligations,
restrictions and disabilities, of the Constituent Corporations, all without
further act or deed.

1.03 EFFECTIVE TIME. The consummation of the Merger shall be effected
as promptly as practicable, but in no event more than three business days, after
the satisfaction or waiver of the conditions set forth in Article VII of this
Agreement, and the parties hereto will cause a copy of the Articles of Merger,
attached hereto as EXHIBIT A (the "Articles of Merger") and including a Plan of
Merger (the "Plan of Merger") to be executed, delivered and filed with the
Secretary of State of the State of Pennsylvania in accordance with the PBCL.
The Merger shall become effective immediately upon the filing of such Articles
with the Secretary of State of the State of Pennsylvania. The time that such
filing is made is herein referred to as the "Effective Time." The day on which
such filing is made and accepted is herein referred to as the "Effective Date."

1.04 DIRECTORS AND OFFICERS. From and after the Effective Time, the
directors of the Surviving Corporation shall be the persons who were the
directors of Merger Subsidiary immediately prior to the Effective Time and the
officers of the Surviving Corporation shall be the persons who were the officers
of the Company immediately prior to the Effective Time. Said directors and
officers of the Surviving Corporation shall hold office for the term specified
in, and subject to the provisions contained in, the Articles of Incorporation
and Bylaws of the Surviving Corporation and applicable law. If, at or after the
Effective Time, a vacancy shall exist on the Board of Directors or in any of the
offices of the Surviving Corporation,

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such vacancy shall be filled in the manner provided in the Articles of
Incorporation and Bylaws of the Surviving Corporation.

1.05 ARTICLES OF INCORPORATION; BYLAWS. From and after the Effective
Time and until further amended in accordance with applicable law, the Articles
of Incorporation of Merger Subsidiary as in effect immediately prior to the
Effective Time shall be the Articles of Incorporation of the Surviving
Corporation, EXCEPT that, Article 1 thereof shall, as of the Effective Time, be
amended in its entirety to read as follows: "The name of the corporation is
"Information Transmission Systems Corp." From and after the Effective Time and
until further amended in accordance with law, the Bylaws of Merger Subsidiary as
in effect immediately prior to the Effective Time shall be the Bylaws of the
Surviving Corporation.

1.06 TAKING OF NECESSARY ACTION; FURTHER ACTION. ADC, Merger
Subsidiary and the Company, respectively, shall each use its best efforts to
take all such action as may be necessary or appropriate to effectuate the Merger
under the PBCL at the time specified in Section 1.03 hereof. If, at any time
after the Effective Time, any further action is necessary or desirable to carry
out the purposes of this Agreement and to vest the Surviving Corporation with
full right, title and possession to all properties, rights, privileges,
immunities, powers and franchises of either of the Constituent Corporations, the
officers of the Surviving Corporation are fully authorized in the name of each
Constituent Corporation or otherwise to take, and shall take, all such lawful
and necessary action.

1.07 THE CLOSING.

(a) The closing of the transactions contemplated by this
Agreement (the "Closing") will take place at the offices of Dorsey & Whitney
P.L.L.P. at 220 South Sixth Street, Minneapolis, Minnesota, or such other
location as the parties may mutually agree, and will be effective as of the
Effective Time.

(b) The parties shall deliver to each other the documents
required to be delivered pursuant to Article VII hereof at the Closing.

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<PAGE>

ARTICLE II

CONVERSION OF SECURITIES

2.01 CONVERSION OF SECURITIES. At the Effective Time, by virtue of
the Merger and without any action on the part of ADC, Merger Subsidiary, the
Company, the Surviving Corporation or the holder of any of the following
securities:

(a) Each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time (other than (i) shares of Company
Common Stock owned or held in treasury by ADC, Merger Subsidiary or the
Company or any direct or indirect subsidiary of ADC, Merger Subsidiary or
the Company and (ii) any Dissenting Shares (as defined in Section 2.04
hereof)) shall be canceled and extinguished and be converted into and
become a right to receive the number of shares of common stock, $.20 par
value, of ADC ("ADC Common Stock"), rounded to the nearest thousandth of a
share, determined by dividing (i) the Adjusted ADC Shares (as defined
below) by (ii) the aggregate number of shares of Company Common Stock then
outstanding (the "Merger Consideration"). The "Adjusted ADC Shares" shall
be a number equal to the quotient of (i) $34,000,000 less the Merger
Expenses of the Company (as defined in Section 5.18) divided by (ii) the
ADC Measurement Price. The "ADC Measurement Price" shall be determined by
dividing (i) the Total Weighted Trading Price by (ii) the Total ADC
Trading Volume. The Total Weighted Trading Price shall be the sum of the
Weighted Trading Prices for each of the trading days commencing on the date
hereof and ending on the third trading day immediately preceding the
Effective Date (the "Measurement Period"). The Weighted Trading Price for
any trading day shall be equal to (i) the total trading volume of ADC
Common Stock as reported in the Wall Street Journal for such trading day
multiplied by (ii) the closing price of one share of ADC Common Stock on
the NASDAQ National Market for such trading day. The Total ADC Trading
Volume shall be the sum of the daily trading volumes for each trading day
during the Measurement Period.

(b) The number of shares of ADC Common Stock equal to ten percent
(10%) of the Adjusted ADC Shares shall be delivered to the Escrow Agent
to comprise the Escrow Fund (as such terms are defined in the form of
Escrow Agreement attached hereto as EXHIBIT B) and such shares (the
"Escrowed Shares") shall be deducted pro rata from the shares of ADC Common
Stock that would, but for the establishment of the Escrow Fund, otherwise
be issued to the holders of Company Common Stock at the Effective Time (the
"Company Shareholders"). Certificates representing the

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<PAGE>

Escrowed Shares shall be delivered to the Escrow Agent in names and
denominations as if such shares had been issued to the Company Shareholders
pursuant to Section 2.01(a) hereof. Upon any release to the Shareholders'
Representatives of the Escrowed Shares from the Escrow Fund, ADC will have
no further liability or obligation to the Company Shareholders with respect
to such Escrowed Shares, nor will it have any responsibility with respect
to the ultimate distribution of such Escrowed Shares to the Company
Shareholders.

(c) Each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time and owned or held in treasury by
ADC, Merger Subsidiary or the Company or any direct or indirect subsidiary
of ADC, Merger Subsidiary or the Company shall be canceled and extinguished
and no payment shall be made with respect thereto.

(d) Each share of common stock, $.01 par value, of Merger Subsidiary
issued and outstanding immediately prior to the Effective Time shall be
converted into one fully paid and nonassessable share of common stock, $.01
par value, of the Surviving Corporation ("Surviving Corporation Common
Stock").

2.02 ADC COMMON STOCK ADJUSTMENTS. If, between the date hereof and
the Effective Time, shares of ADC Common Stock shall be changed into a different
number of shares or a different class of shares by reason of any
reclassification, recapitalization, split-up, combination, exchange of shares or
readjustment, or if a stock dividend thereon shall be declared with a record
date within such period (a "Common Stock Adjustment"), then the ADC Measurement
Price shall be adjusted appropriately so as to maintain, immediately after such
Common Stock Adjustment, the proportional interests of the Company Shareholders
in the outstanding shares of ADC Common Stock which existed immediately prior to
such Common Stock Adjustment.

2.03 FRACTIONAL SHARES. No fractional shares of ADC Common Stock
and no certificates or scrip certificates therefor shall be issued to represent
any such fractional interest, and any holder thereof shall be paid an amount of
cash equal to the product obtained by multiplying the fractional share interest
to which such holder is entitled by the ADC Measurement Price.

2.04 DISSENTING SHARES.

(a) Notwithstanding anything in this Agreement to the contrary, if
Section 1571 of Subchapter D of the PBCL shall be applicable to the Merger,
shares of Company Common Stock that are issued and outstanding immediately prior
to the Effective Time and which are held by shareholders who have not voted such
shares

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<PAGE>

in favor of the Merger, who shall have delivered, prior to any vote on the
Merger, a written demand for the fair value of such shares in the manner
provided in Section 1574 of Subchapter D of the PBCL and who, as of the
Effective Time, shall not have effectively withdrawn or lost such right to
dissenters' rights ("Dissenting Shares") shall not be converted into or
represent a right to receive the Merger Consideration pursuant to Section 2.01
hereof, but the holders thereof shall be entitled only to such rights as are
granted by Subchapter D of the PBCL. Each holder of Dissenting Shares who
becomes entitled to payment for such shares pursuant to Subchapter D of the PBCL
shall receive payment therefor from the Surviving Corporation in accordance with
the PBCL; PROVIDED, HOWEVER, that if any such holder of Dissenting Shares shall
have effectively withdrawn such holder's demand for appraisal of such shares or
lost such holder's right to appraisal and payment of such shares, such holder or
holders (as the case may be) shall forfeit the right to appraisal of such shares
and each such share shall thereupon be deemed to have been canceled,
extinguished and converted, as of the Effective Time, into and represent the
right to receive payment from the Surviving Corporation of the Merger
Consideration, as provided in Section 2.01 hereof.

(b) The Company shall give ADC (i) prompt notice of any written
demand for fair value, any withdrawal of a demand for fair value and any other
instrument served pursuant to Subchapter D of the PBCL received by the Company,
and (ii) the opportunity to direct all negotiations and proceedings with respect
to demands for fair value under Subchapter D of the PBCL. The Company shall
not, except with the prior written consent of ADC, voluntarily make any payment
with respect to any demand for fair value or offer to settle or settle any such
demand.

2.05 EXCHANGE OF CERTIFICATES.

(a) EXCHANGE AGENT. As of the Effective Time, ADC shall deposit, or
shall cause to be deposited, with Norwest Bank Minnesota, N.A., ADC's transfer
agent, or such other bank or trust company designated by ADC and acceptable to
the Company (the "Exchange Agent"), for the benefit of the Company Shareholders,
for exchange in accordance with this Article II through the Exchange Agent,
certificates representing the shares of ADC Common Stock issuable pursuant to
Section 2.01(a) in exchange for outstanding shares of Company Common Stock,
subject to the deposit with the Escrow Agent of the Escrowed Shares pursuant to
Section 2.01(b) (such certificates for shares of ADC Common Stock (together with
any dividends or distributions with respect thereto) being referred to as the
"Exchange Fund"). The Exchange Fund shall not be used for any other purpose.

(b) EXCHANGE PROCEDURES. As soon as reasonably practicable after the
Effective Time, ADC shall instruct the Exchange Agent to mail to each holder of
record of a certificate or certificates which immediately prior to the Effective
Time represented outstanding shares of Company Common Stock (the "Certificates")
(i) a

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<PAGE>

letter of transmittal (which shall specify that delivery shall be effected, and
risk of loss and title to the Certificates shall pass, only upon proper delivery
of the Certificates to the Exchange Agent and shall be in customary form) and
(ii) instructions for use in effecting the surrender of the Certificates in
exchange for certificates representing shares of ADC Common Stock. Upon
surrender of a Certificate for cancellation to the Exchange Agent, together with
such letter of transmittal, duly executed, and such other documents as may be
required pursuant to such instructions, the holder of such Certificate shall
receive in exchange a certificate representing that number of shares of ADC
Common Stock (rounded down to the nearest whole share) which such holder has
received in the Merger in respect of the shares of Company Common Stock formerly
represented by such Certificate, together with any cash in lieu of fractional
shares to which such holder is entitled pursuant to Section 2.03 and any
dividends or other distributions to which such holder is entitled pursuant to
Section 2.05(c) with respect only to the number of whole shares of ADC Common
Stock which such holder has received, and the Certificate so surrendered shall
forthwith be canceled. In the event of a transfer of ownership of shares of
Company Common Stock which is not registered in the transfer records of the
Company, a certificate representing the proper number of shares of ADC Common
Stock (rounded down to the nearest whole share), together with cash in lieu of
fractional shares of ADC Common Stock and any dividends or other distributions
to which such holder is entitled, may be issued or paid to such a transferee if
the Certificate representing such shares of Company Common Stock is presented to
the Exchange Agent, accompanied by all documents required to evidence and effect
such transfer and by evidence that any applicable stock transfer taxes have been
paid. Until surrendered as contemplated by this Section 2.05, each Certificate
shall be deemed at any time after the Effective Time to represent solely the
right to receive (i) the Merger Consideration, and (ii) dividends or other
distributions, if any, to which the holder of such Certificate is entitled
pursuant to Section 2.05(c).

(c) DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES OF ADC COMMON
STOCK. No dividends or other distributions declared or made with respect to ADC
Common Stock with a record date after the Effective Time shall be paid to the
holder of any unsurrendered Certificate with respect to the shares of ADC Common
Stock represented thereby, and no cash payment in lieu of fractional shares
shall be paid to any such holder pursuant to Section 2.03, until the holder of
such Certificate shall surrender such Certificate in accordance with the terms
of Section 2.05(b). Subject to the effect of escheat, tax or other applicable
Laws, following surrender of any such Certificate, there shall be paid to the
holder, without interest, (i) the amount of dividends or other distributions
with a record date after the Effective Time theretofore paid with respect to the
whole shares of ADC Common Stock which the holder received as part of the Merger
Consideration, and (ii) at the appropriate payment date, the amount of dividends
or other distributions, with a record date after the Effective Time but prior to
surrender

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<PAGE>

and a payment date occurring after surrender, payable with respect to the whole
shares of ADC Common Stock which the holder received as part of the Merger
Consideration.

(d) NO FURTHER RIGHTS IN COMPANY COMMON STOCK. All shares of ADC
Common Stock issued upon conversion of the shares of Company Common Stock in
accordance with the terms of this Agreement (including any cash paid pursuant to
Sections 2.03 or 2.05(c), shall be deemed to have been issued in full
satisfaction of all rights pertaining to such shares of Company Common Stock.

(e) TERMINATION OF EXCHANGE FUND. Any portion of the Exchange Fund
which remains undistributed to the Company Shareholders for one year after the
Effective Time shall be delivered to ADC, upon demand, and any holders of
Company Common Stock who have not theretofore complied with this Article II
shall thereafter look only to ADC for the shares of ADC Common Stock (including
any cash payment in lieu of fractional shares to which they are entitled
pursuant to Section 2.03) and any dividends or other distributions with respect
to ADC Common Stock to which they are entitled pursuant to Section 2.05(c).

(f) NO LIABILITY. Neither ADC nor the Company shall be liable to any
Company Shareholders for any such shares of ADC Common Stock (or dividends or
distributions with respect to such shares) or cash delivered to a public
official in compliance with any abandoned property, escheat or similar law.

(g) STOCK TRANSFER BOOKS. At the Effective Time, the stock transfer
books of the Company shall be closed and there shall be no further registration
of transfers of shares of Company Common Stock thereafter on the records of the
Company. From and after the Effective Time, the holders of certificates
representing shares of Company Common Stock outstanding immediately prior to the
Effective Time shall cease to have any rights with respect to such shares of
Company Common Stock except as otherwise provided in this Agreement or by law.
On or after the Effective Time, any Certificates presented to the Exchange Agent
or ADC, in accordance with Section 2.05(b), for any reason shall be converted
into shares of ADC Common Stock, any cash in lieu of fractional shares of ADC
Common Stock to which the holders of the Certificates are entitled pursuant to
Section 2.03, and any dividends or other distributions to which the holders of
the Certificates are entitled pursuant to Section 2.05(c).

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<PAGE>

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company (except as otherwise specified, all references to the
Company shall include all subsidiaries of the Company and ITS Service Company),
hereby represents and warrants to ADC, that, except as set forth in the
Disclosure Schedule delivered by the Company to ADC on the date hereof (the
"Disclosure Schedule") (which Disclosure Schedule sets forth the exceptions to
the representations and warranties contained in this Article III under captions
referencing the Sections to which such exceptions apply):

3.01 INCORPORATION AND CORPORATE POWER. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Pennsylvania and, subject to the approval of the Merger Agreement and
adoption of the Plan of Merger by the Company's shareholders, has the requisite
corporate power and authority to execute and deliver this Agreement and the
Articles of Merger and to perform its obligations hereunder and thereunder. TPO
Limited is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware. I.T.S. Foreign Sales
Corporation is corporation duly incorporated, validly existing and in good
standing under the laws of Barbados. The Company has the corporate power and
authority and all authorizations, licenses, permits and certifications necessary
to own and operate its properties and to carry on its business as now conducted
and presently proposed to be conducted. The copies of the Company's Articles of
Incorporation and Bylaws which have been furnished by the Company to ADC and
Merger Subsidiary prior to the date hereof reflect all amendments made thereto
and are correct and complete as of the date hereof. The Company and each
subsidiary of the Company is qualified to do business as a foreign corporation
in every jurisdiction in which the nature of its business or its ownership of
property requires it to be so qualified, except for those jurisdictions in which
the failure to be so qualified would not, individually or in the aggregate, have
a material adverse effect on the Company's business or results of operations.

3.02 EXECUTION, DELIVERY; VALID AND BINDING AGREEMENT. The execution,
delivery and performance of this Agreement and the Articles of Merger by the
Company and the consummation of the transactions contemplated hereby and thereby
have been duly and validly authorized by all requisite corporate action, and no
other corporate proceedings on its part are necessary to authorize the
execution, delivery and performance of this Agreement and the Articles of
Merger, other than the approval of the Merger and adoption of the Plan of Merger
by the shareholders of the Company. This Agreement has been duly executed and
delivered by the Company and the Shareholders' Representatives and constitutes

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the valid and binding obligation of the Company and the Shareholders'
Representatives, enforceable in accordance with its terms, and the Articles of
Merger, when executed and delivered by the Company, will constitute the valid
and binding obligation of the Company, enforceable in accordance with its terms.

3.03 APPROVAL OF THE PLAN OF MERGER; MEETING OF SHAREHOLDERS. The
Company hereby represents that its Board of Directors has, by resolutions duly
adopted at a meeting held on January 26, 1996 approved this Agreement and the
transactions contemplated hereby, including the Merger, and resolved to
recommend the approval of the Merger and adoption of the Plan of Merger by the
Company's shareholders. The affirmative vote of the holders of a majority of
the outstanding shares of Company Common Stock is the only vote of the holders
of any class of capital stock of the Company necessary to approve the Merger.

3.04 NO BREACH. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby do not conflict with or result in any breach of any of the
provisions of, constitute a default under, result in a violation of, result in
the creation of a right of termination or acceleration or any lien, security
interest, charge or encumbrance upon any assets of the Company, or require any
authorization, consent, approval, exemption or other action by or notice to any
court or third party, under the provisions of the Articles of Incorporation or
Bylaws of the Company or any indenture, mortgage, lease, loan agreement or other
agreement or instrument by which the Company is bound or affected, or any law,
statute, rule or regulation or order, judgment or decree to which the Company is
subject.

3.05 GOVERNMENTAL AUTHORITIES; CONSENTS. Except for the applicable
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder (the "HSR Act"),
and except for the filing of the Articles of Merger with the Secretary of State
of the State of Pennsylvania, the Company is not required to submit any notice,
report or other filing with any governmental authority in connection with the
execution or delivery by it of this Agreement or the consummation of the
transactions contemplated hereby. No consent, approval or authorization of any
governmental or regulatory authority or any other party or person (except the
adoption of the Plan of Merger by the shareholders of the Company) is required
to be obtained by the Company in connection with its execution, delivery and
performance of this Agreement or the transactions contemplated hereby.

3.06 SUBSIDIARIES. Other than all of the outstanding shares of
capital stock of I.T.S. Foreign Sales Corporation, a Barbados corporation, and
all of the outstanding capital stock of TPO Limited, a Delaware corporation, the
Company does not own any stock, partnership interest, joint venture interest or
any other security or ownership interest issued by any other corporation,
organization or

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entity. The shares of capital stock of the Company's subsidiaries are owned by
the Company free and clear of any lien, pledge, security interest, encumbrance
or charge of any kind and all such shares have been duly and validly issued and
are fully paid and nonassessable. No equity security of any subsidiary of the
Company is or may be required to be issued by reason of any option, warrant or
other commitment of any nature.

3.07 CAPITAL STOCK. The authorized capital stock of the Company
consists of 4,000,000 shares of Common Stock, par value $.20 per share, of
which, as of the date hereof, 473,647 shares are issued and outstanding, and,
500,000 shares of Preferred Stock, of which, as of the date hereof, no shares
are issued and outstanding. The authorized capital stock of each subsidiary of
the Company is set forth on the Disclosure Schedule under the caption
referencing this Section 3.07. All of such outstanding shares of Company Common
Stock have been duly authorized and are validly issued, fully paid and
nonassessable. The Company has no other equity securities or securities
containing any equity features authorized, issued or outstanding. There are no
agreements or other rights or arrangements existing which provide for the sale
or issuance of capital stock by the Company and there are no rights,
subscriptions, warrants, options, conversion rights or agreements of any kind
outstanding to purchase or otherwise acquire from the Company any shares of
capital stock or other securities of the Company of any kind. There are no
agreements or other obligations (contingent or otherwise) which may require the
Company to repurchase or otherwise acquire any shares of its capital stock
except for the provisions of Section 6.100 of the ITS Corporation Employee Stock
Ownership Plan as in effect on the date hereof.

3.08 FINANCIAL STATEMENTS. The Company has delivered to ADC copies of
(a) the unaudited consolidated balance sheet, as of December 31, 1995, of the
Company (the "Latest Balance Sheet") and the unaudited consolidated statements
of earnings, shareholders' equity and cash flows of the Company for the
six-month period ended December 31, 1995 (such statements and the Latest Balance
Sheet being herein referred to as the "Latest Financial Statements") and (b) the
audited consolidated balance sheets, as of June 30, 1994 and June 30 ,1995, of
the Company and the audited consolidated statements of earnings, shareholders'
equity and cash flows of the Company for each of the years ended June 30, 1994
and 1995 (collectively, the "Annual Financial Statements"). The Latest
Financial Statements and the Annual Financial Statements are based upon the
information contained in the books and records of the Company and fairly present
the financial condition of the Company as of the dates thereof and results of
operations for the periods referred to therein. The Annual Financial Statements
have been prepared in accordance with generally accepted accounting principles
("GAAP"), consistently applied throughout the periods indicated. The Latest
Financial Statements have been prepared in accordance with GAAP applicable to
unaudited interim financial statements (and thus are subject to normal,
recurring year-end adjustments and

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may not contain all notes and may not contain prior period comparative data
which are required to be prepared in accordance with GAAP) consistently with the
Annual Financial Statements and reflect all adjustments necessary to a fair
statement of the results for the interim period(s) presented.

3.09 ABSENCE OF UNDISCLOSED LIABILITIES. The Company has no
liabilities (whether accrued, absolute, contingent, unliquidated or otherwise,
whether due or to become due, whether known or unknown, and regardless of when
asserted) except (i) as reflected in the Latest Balance Sheet, (ii) liabilities
which have arisen after the date of the Latest Balance Sheet in the ordinary
course of business (none of which is a material uninsured liability for breach
of contract, breach of warranty, tort, infringement, claim or lawsuit), or (iii)
as otherwise set forth in the Disclosure Schedule under the caption referencing
this Section 3.09.

3.10 NO MATERIAL ADVERSE CHANGES. Since the date of the Latest
Balance Sheet (the "Balance Sheet Date"), there has been no material adverse
change in the assets, financial condition, operating results, customer, employee
or supplier relations, business condition or prospects of the Company.

3.11 ABSENCE OF CERTAIN DEVELOPMENTS. Except as contemplated in
Section 5.01(b) hereof, since the date of the Latest Balance Sheet, the Company
has not:

(a) borrowed any amount or incurred or become subject to any
liability in excess of $10,000, except (i) current liabilities incurred in the
ordinary course of business and (ii) liabilities under contracts entered into in
the ordinary course of business;

(b) mortgaged, pledged or subjected to any lien, charge or any other
encumbrance, any of its assets with a fair market value in excess of $10,000,
except (i) liens for current property taxes not yet due and payable, (ii) liens
imposed by law and incurred in the ordinary course of business for obligations
not yet due to carriers, warehousemen, laborers, materialmen and the like, (iii)
liens in respect of pledges or deposits under workers' compensation laws, (iv)
liens set forth under the caption referencing this Section 3.11 in the
Disclosure Schedule, or (v) liens voluntarily created in the ordinary course of
business;

(c) discharged or satisfied any lien or encumbrance or paid any
liability, in each case with a value in excess of $10,000, other than current
liabilities paid in the ordinary course of business;

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(d) sold, assigned or transferred (including, without limitation,
transfers to any employees, affiliates or shareholders) any tangible assets with
a fair market value in excess of $10,000, or canceled any debts or claims, in
each case, except in the ordinary course of business;

(e) sold, assigned or transferred (including, without limitation,
transfers to any employees, affiliates or shareholders) any patents, trademarks,
trade names, copyrights, trade secrets or other intangible assets other than any
such sales, assignments or transfers between the Company and TPO Limited;

(f) disclosed, to any person other than ADC or Merger Subsidiary and
authorized representatives of ADC or Merger Subsidiary, any proprietary
confidential information, other than pursuant to a confidentiality agreement
prohibiting the use or further disclosure of such information, which agreement
is identified in the Disclosure Schedule under the caption referencing this
Section 3.11 and is in full force and effect on the date hereof;

(g) waived any rights of material value or suffered any extraordinary
losses or adverse changes in collection loss experience, whether or not in the
ordinary course of business or consistent with past practice;

(h) declared or paid any dividends or other distributions with
respect to any shares of the Company's capital stock or redeemed or purchased,
directly or indirectly, any shares of the Company's capital stock or any
options;

(i) issued, sold or transferred any of its equity securities,
securities convertible into or exchangeable for its equity securities or
warrants, options or other rights to acquire its equity securities, or any bonds
or debt securities;

(j) taken any other action or entered into any other transaction
other than in the ordinary course of business and in accordance with past custom
and practice, or entered into any transaction with any "insider" (as defined in
Section 3.23 hereof) other than employment arrangements otherwise disclosed in
this Agreement and the Disclosure Schedule, or the transactions contemplated by
this Agreement;

(k) suffered any material theft, damage, destruction or loss of or to
any property or properties owned or used by it, whether or not covered by
insurance;

(l) made or granted any bonus or any wage, salary or compensation
increase to any director, officer, employee who earns more than $80,000 per
year, or consultant or made or granted any increase in any employee benefit plan
or arrangement, or amended or terminated any existing employee benefit plan or

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arrangement, or adopted any new employee benefit plan or arrangement or made any
commitment or incurred any liability to any labor organization;

(m) made any single capital expenditure or commitment therefor in
excess of $10,000;

(n) made any loans or advances to, or guarantees for the benefit of,
any individuals such that the aggregate amount of such loans, advances or
guarantees at any time outstanding is in excess of $20,000;

(o) made charitable contributions or pledges which in the aggregate
exceed $10,000; or

(p) made any change in accounting principles or practices from those
utilized in the preparation of the Annual Financial Statements.

3.12 TITLE TO PROPERTIES.

(a) The real property owned by the Company or demised by the leases
(the "Leases") described under the caption referencing this Section 3.12 in the
Disclosure Schedule constitutes all of the real property owned, used or occupied
by the Company (the "Real Property"). The Real Property has access, sufficient
for the conduct of the Company's business as now conducted or as presently
proposed to be conducted, to public roads and to all utilities used in the
operation of the business of the Company at that location.

(b) The Leases are in full force and effect, and the Company holds a
valid and existing leasehold interest under each of the Leases for the term set
forth under such caption in the Disclosure Schedule. The Company has delivered
to ADC and Merger Subsidiary complete and accurate copies of each of the Leases,
and none of the Leases has been modified in any respect, except to the extent
that such modifications are disclosed by the copies delivered to ADC and Merger
Subsidiary. The Company is not in default, and no circumstances exist which, if
unremedied, would, either with or without notice or the passage of time or both,
result in such default under any of the Leases; nor, to the best knowledge of
the Company, is any other party to any of the Leases in default.

(c) The Company owns good and marketable title to each parcel of Real
Property identified in the Disclosure Schedule under the caption referencing
this Section 3.12 as being owned by the Company and to each of the tangible
properties and tangible assets reflected on the Latest Balance Sheet or acquired
since the date thereof, free and clear of all liens and encumbrances, except for
(i) liens for current taxes not yet due and payable, (ii) liens set forth under
the caption referencing this Section 3.12 in the Disclosure Schedule, (iii) the
properties subject to

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<PAGE>

the Leases, (iv) assets disposed of since the date of the Latest Balance Sheet
in the ordinary course of business, (v) liens imposed by law and incurred in the
ordinary course of business for obligations not yet due to carriers,
warehousemen, laborers and materialmen, (vi) liens in respect of pledges or
deposits under workers' compensation laws, and (vii) liens of record reflected
in the most-current title insurance policies with respect to each parcel of Real
Property owned by the Company delivered to ADC prior to the date hereof.

(d) All of the buildings, machinery, equipment and other tangible
assets necessary for the conduct of the Company's business are in good condition
and repair, ordinary wear and tear excepted, and are usable in the ordinary
course of business. There are no defects in such assets or other conditions
relating thereto which, in the aggregate, materially adversely affect the
operation or value of such assets. The Company owns, or leases under valid
leases, all buildings, machinery, equipment and other tangible assets necessary
for the conduct of its business.

(e) The Company is not in violation of any applicable zoning
ordinance or other law, regulation or requirement relating to the operation of
any properties used in the operation of its business, and the Company has not
received any notice of any such violation, or the existence of any condemnation
proceeding with respect to any of the Real Property, except, in each case, with
respect to violations the consequences of which do not or will not have a
material adverse effect on the Company.

(f) The Company has no knowledge of improvements made or contemplated
to be made by any public or private authority, the costs of which are to be
assessed as special taxes or charges against any of the Real Property, and there
are no such present special taxes or charges.

3.13 ACCOUNTS RECEIVABLE. The accounts receivable reflected on the
Latest Balance Sheet are valid receivables, are not subject to valid
counterclaims or setoffs, and are collectible in accordance with their terms,
except as otherwise described in the Disclosure Schedule under the caption
referencing this Section 3.13, and except to the extent of the bad debt reserve
reflected on the Latest Balance Sheet.

3.14 INVENTORY. The Company's inventory of raw materials, work in
process and finished goods consists of items of a quality and quantity usable
and, with respect to finished goods only, salable at the Company's normal profit
levels, in each case, in the ordinary course of the Company's business. The
Company's inventory of finished goods is not slow-moving as determined in
accordance with past practices, obsolete or damaged and is merchantable and fit
for its particular use, except to the extent of any inventory reserve set forth
on the Latest Balance Sheet. The Company has on hand or has ordered and expects
timely delivery of such quantities of raw materials and has on hand such
quantities of work in process and

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<PAGE>

finished goods as are reasonably required timely to fill current orders on hand
which require delivery within 60 days and to maintain the manufacture and
shipment of products at its normal level of operations.

3.15 TAX MATTERS.

(a) Each of the Company and any subsidiary, any affiliated, combined
or unitary group of which the Company or any subsidiary is or was a member, any
"Plans" (as defined in Section 3.21 hereof), as the case may be (each, a "Tax
Affiliate" and, collectively, the "Tax Affiliates"), has: (i) timely filed (or
has had timely filed on its behalf) all returns, declarations, reports,
estimates, information returns, and statements ("Returns") required to be filed
or sent by it in respect of any "Taxes" (as defined in subsection (m) below) or
required to be filed or sent by it by any taxing authority having jurisdiction;
(ii) timely and properly paid (or has had paid on its behalf) all Taxes shown to
be due and payable on such Returns; (iii) established on its Latest Balance
Sheet, in accordance with GAAP and consistent with past practice, reserves that
are adequate for the payment of any Taxes for all Tax periods or portions
thereof ending on, prior to or including the date of the Latest Balance Sheet,
the amount of which as of the date of the Latest Balance Sheet is set forth
under the caption referencing this Section 3.15(a) in the Disclosure Schedule;
and (iv) complied in all material respects with all applicable laws, rules, and
regulations relating to the withholding of Taxes and the payment thereof
(including, without limitation, withholding of Taxes under Sections 1441 and
1442 of the Internal Revenue Code of 1986, as amended (the "Code"), or similar
provisions under any foreign laws), and timely and properly withheld from
individual employee wages and paid over to the proper governmental authorities
all amounts required to be so withheld and paid over under all applicable laws.

(b) There are no liens for Taxes upon any assets of the Company or of
any Tax Affiliate, except liens for Taxes not yet due.

(c) No deficiency for any Taxes has been proposed, asserted or
assessed against the Company or the Tax Affiliates that has not been resolved
and paid in full. No waiver, extension or comparable consent given by the
Company or the Tax Affiliates regarding the application of the statute of
limitations with respect to any Taxes or Returns is outstanding, nor is any
request for any such waiver or consent pending. There has been no Tax audit or
other administrative proceeding or court proceeding with regard to any Taxes or
Returns, nor is any such Tax audit or other proceeding pending, nor has there
been any notice to the Company by any Taxing authority regarding any such Tax,
audit or other proceeding, or, to the best knowledge of the Company, is any such
Tax audit or other proceeding threatened with regard to any Taxes or Returns.
The Company does not expect the assessment of any additional Taxes of the
Company or the Tax Affiliates and is not aware of any unresolved questions,
claims or disputes concerning the liability for Taxes of the

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<PAGE>

Company or the Tax Affiliates which would exceed the estimated reserves
established on its books and records.

(d) Neither the Company nor any Tax Affiliate is a party to any
agreement, contract or arrangement that would result, separately or in the
aggregate, in the payment of any "excess parachute payments" within the meaning
of Section 280G of the Code and the consummation of the transactions
contemplated by this Agreement will not be a factor causing payments to be made
by the Company or any Tax Affiliate that are not deductible (in whole or in
part) under Section 280G of the Code.

(e) Neither the Company nor any Tax Affiliate has requested any
extension of time within which to file any Return, which Return has not since
been filed.

(f) No property of the Company or any Tax Affiliate is property that
the Company or any Tax Affiliates is or will be required to treat as being owned
by another person under the provisions of Section 168(f)(8) of the Code (as in
effect prior to amendment by the Tax Reform Act of 1986) or is "tax-exempt use
property" within the meaning of Section 168 of the Code.

(g) Neither the Company nor any Tax Affiliate is required to include
in income any adjustment under Section 481(a) of the Code by reason of a
voluntary change in accounting method initiated by the Company or any Tax
Affiliate as a result of the Tax Reform Act of 1986 and neither the Company nor
any Tax Affiliate has knowledge that the Internal Revenue Service has proposed
any such adjustment or change in accounting method.

(h) All transactions that could give rise to an understatement of
federal income tax (within the meaning of Section 6661 of the Code as it applied
prior to repeal) or an underpayment of tax (within the meaning of Section 6662
of the Code) were reported in a manner for which there is substantial authority
or were adequately disclosed (or, with respect to Returns filed before the
Effective Date, will be reported in such a manner or adequately disclosed) on
the Returns required in accordance with Sections 6661(b)(2)(B) and 6662(d)(2)(B)
of the Code.

(i) Neither the Company nor any Tax Affiliate has engaged in any
transaction that would result in a deemed election under Section 338(e) of the
Code, and neither the Company nor any Tax Affiliate will engage in any such
transaction within any applicable "consistency period" (as such term is defined
in Section 338 of the Code).

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<PAGE>

(j) The Company and the Tax Affiliates have evidence of payment for
all taxes, charges, fees, levies, or other assessments of a foreign country paid
or accrued for any year in which the Company or the Tax Affiliates have claimed
the foreign tax credit and for which such years are still open years subject to
audit by the Internal Revenue Service.

(k) All deductions claimed or reported on all Returns of the Company
and any Tax Affiliate on account of royalties or similar fees payable with
respect to any intellectual property of the Company or any other party are
allowable in full.

(l) No consent under Section 341(f) of the Code has been filed with
respect to the Company.

(m) For purposes of this Agreement, the term "Taxes" means all taxes,
charges, fees, levies, or other assessments, including, without limitation, all
net income, gross income, gross receipts, sales, use, ad valorem, transfer,
franchise, profits, license, withholding, payroll, employment, social security,
unemployment, excise, estimated, severance, stamp, occupation, property, or
other taxes, customs duties, fees, assessments, or charges of any kind
whatsoever, including, without limitation, all interest and penalties thereon,
and additions to tax or additional amounts imposed by any taxing authority,
domestic or foreign, upon the Company or any Tax Affiliate.

3.16 CONTRACTS AND COMMITMENTS.

(a) The Disclosure Schedule, under the caption referencing this
Section 3.16, lists the following contracts, commitments and/or binding
understandings, whether oral or written, to which the Company is a party and
which are currently in effect:

(i) all employment or consulting agreements, an employee benefit plan
or a union or collective bargaining agreement;

(ii) all distributor, dealer, manufacturer's representative, sales
agency or advertising agency contracts;

(iii) all material contracts terminable by the other party thereto upon
a change of control of the Company or upon the failure of the
Company to satisfy financial or performance criteria specified in
such contract as provided therein;

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<PAGE>

(iv) all leases of real or personal property (to the extent not
otherwise disclosed in the Disclosure Schedule under the caption
referencing Section 3.12 hereof);

(v) all contracts between or among the Company, any director, officer
or employee thereof or any member of his or her family or any
entity affiliated with any such person relating in any way to the
Company (to the extent not otherwise disclosed in the Disclosure
Schedule under the caption referencing Section 3.23 hereof);

(vi) all contracts relating to the performance and payment of any
surety bond or letter of credit required to be maintained by the
Company; or

(vii) all confidentiality or non-disclosure agreements;

(viii) all stock purchase or stock option plans;

(ix) all agreements or indentures relating to the borrowing of money
or to mortgaging, pledging or otherwise placing a lien on any of
the assets of the Company;

(x) all contracts or group of related contracts with the same party
for the purchase of products or services under which the
undelivered balance of such products or services is in excess of
$15,000;

(xi) all contracts or group of related contracts with the same party
for the sale of products or services under which the undelivered
balance of such products or services has a sales price in excess
of $25,000;

(xii) all contracts which prohibit the Company from freely engaging in
business anywhere in the world;

(xiii) all license agreements or agreements providing for the payment or
receipt of royalties or other compensation by the Company in
connection with the intellectual property rights listed under the
caption referencing Section 3.17 hereof in the Disclosure
Schedule; and

(xiv) any other agreement that is material to the business, financial
condition or results of operation of the Company.

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<PAGE>

(b) The Company has performed all obligations required to be
performed by it in connection with the contracts or commitments required to be
disclosed in the Disclosure Schedule under the caption referencing this Section
3.16 and is not in receipt of any claim of default under any contract or
commitment required to be disclosed under such caption. The Company has no
present expectation or intention of not fully performing any material obligation
pursuant to any contract or commitment required to be disclosed under such
caption. The Company has no knowledge of any breach or anticipated breach by
any other party to any contract or commitment required to be disclosed under
such caption.

(c) Prior to the date of this Agreement, ADC and Merger Subsidiary
have been supplied with a true and correct copy of each written contract or
commitment, and a written description of each oral contract or commitment,
referred to under the caption referencing this Section 3.16 in the Disclosure
Schedule, together with all amendments, waivers or other changes thereto.

3.17 INTELLECTUAL PROPERTY RIGHTS. The Disclosure Schedule
describes under the caption referencing this Section 3.17 all rights in patents,
patent applications, trademarks, service marks, trade names, corporate names,
registered copyrights, mask works or other intellectual property rights owned
by, licensed to or otherwise controlled by the Company or used in, developed for
use in or necessary to the conduct of the Company's business as now conducted or
planned to be conducted. Within five business days of the date hereof, the
Company will deliver to ADC a supplement to the Disclosure Schedule referencing
this Section 3.17 that describes the trade secrets and know how owned by,
licensed to or otherwise controlled by the Company or used in, developed for use
in or necessary to the conduct of the Company's business as now conducted or
planned to be conducted. The Company owns and possesses all right, title and
interest, or holds a valid license, in and to the rights set forth under such
caption and all trade secrets and know how owned by, licensed to or otherwise
controlled by the Company or used in, developed for use in or necessary to the
conduct of the Company's business as now conducted or planned to be conducted.
The Disclosure Schedule describes under the caption referencing this Section
3.17 all intellectual property rights which have been licensed to third parties
and those intellectual property rights which are licensed from third parties
(other than licenses from vendors of commercial "off-the-shelf" software
applications generally available to the public). The Company has taken all
necessary action to protect the intellectual property rights set forth under
such caption and all know how and trade secrets owned by, licensed to or
otherwise controlled by the Company or used in, developed for use in or
necessary to the conduct of the Company's business as now conducted or planned
to be conducted. The Company has not received any notice of, nor are there any
facts known to the Company which indicate a likelihood of, any infringement or
misappropriation by, or conflict from, any third party with respect to the
intellectual

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property rights owned by, licensed to or otherwise controlled by the Company or
used in, developed for use in or necessary to the conduct of the Company's
business as now conducted or planned to be conducted. No claim by any third
party contesting the validity of any intellectual property rights listed in the
Disclosure Schedule has been made, is currently outstanding or, to the best
knowledge of the Company, is threatened. The Company has not received any
notice of any infringement, misappropriation or violation by the Company of any
intellectual property rights of any third parties and the Company has not
infringed, misappropriated or otherwise violated any such intellectual property
rights. No infringement, illicit copying, misappropriation or violation has
occurred or will occur with respect to products currently being sold by the
Company or with respect to the products currently under development (in their
present state of development) or with respect to the conduct of the Company's
business as now conducted.

3.18 LITIGATION. Except as set forth in the Disclosure Schedule under
the caption referencing this Section 3.18, there are no actions, suits,
proceedings, orders or investigations pending or, to the best knowledge of the
Company, threatened against the Company, at law or in equity, or before or by
any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign.

3.19 WARRANTIES. The Disclosure Schedule summarizes under the caption
referencing this Section 3.19 all claims outstanding, pending or, to the best
knowledge of the Company, threatened for breach of any warranty relating to any
products sold by the Company prior to the date hereof. The description of the
Company's product warranties set forth under the caption referencing this
Section 3.19 is correct and complete. The reserves for warranty claims on the
Latest Balance Sheet are consistent with the Company's prior practices and are
fully adequate to cover all warranty claims made or to be made against any
products of the Company sold prior to the date thereof.

3.20 EMPLOYEES. To the best knowledge of the Company, no executive
employee of the Company and no group of the Company's employees has any plans to
terminate his or its employment. The Company has complied with all laws
relating to the employment of labor, including provisions thereof relating to
wages, hours, equal opportunity, collective bargaining and the payment of social
security and other taxes. The Company has no labor relations problem pending
and its labor relations are satisfactory. There are no workers' compensation
claims pending against the Company nor is the Company aware of any facts that
would give rise to such a claim. To the best knowledge of the Company, no
employee of the Company is subject to any secrecy or noncompetition agreement or
any other agreement or restriction of any kind that would impede in any way the
ability of such employee to carry out fully all activities of such employee in
furtherance of the

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<PAGE>

business of the Company. No employee or former employee of the Company has any
claim with respect to any intellectual property rights of the Company set forth
under the caption referencing Section 3.17 hereof in the Disclosure Schedule.
The Disclosure Schedule, under the caption referencing this Section 3.20, lists,
as of the date set forth in the Disclosure Schedule, each employee of the
Company and the position, title, remuneration (including any scheduled salary or
remuneration increases), date of employment and accrued vacation pay of each
such employee.

3.21 EMPLOYEE BENEFITS.

(a) The Disclosure Schedule sets forth under the caption referencing
this Section 3.21(a), all employee benefit plans (the "PLANS") (as defined in
Section 3(3) of Employee Retirement Income Security Act of 1974, as amended
("ERISA")) and all benefit programs or practices providing for bonuses,
incentive compensation, vacation pay, severance pay, insurance, restricted
stock, stock options, employee discounts or passes, company cars, tuition
reimbursement or any other prerequisite or benefit (including, without
limitation, any fringe benefit under Section 132 of the Code) to present or
former employees, officers or independent contractors of the Company, that is
not a Plan ("Other Arrangements") maintained or contributed to by the Company
and applicable to employees of the Company. The Company has delivered to ADC
true and complete copies of all material documents relating to the Plans and
Other Arrangements. The term "Plan" as used in this Section 3.21 shall include
every such plan, fund, contract, program and arrangement: (i) which the Company
has committed to implement, establish, adopt or contribute to in the future,
(ii) for which the Company is or may be financially liable as a result of a
direct sponsor's affiliation to the Company for the benefit of its owners
(whether or not such affiliation exists at the date of this Agreement and
notwithstanding that the Plan is not maintained by the Company for the benefit
of its employees or former employees), (iii) which is in the process of
termination (but such term does not include any arrangement that has been
terminated and completely wound up prior to the date of this Agreement such that
the Company has no present or potential liability with respect to such
arrangement) or (iv) for or with respect to which the Company is or may become
liable under any common law successor doctrine, express successor liability
provisions of law, provisions of a collective bargaining agreement, labor or
employment law or agreement with a predecessor employer.

(b) All Plans and Other Arrangements have been maintained and
administered, both as to form and in operation, in compliance with the
applicable provisions of ERISA and of the Code and other applicable laws.
Without limiting the foregoing, with respect to each Plan and Other Arrangement:

(i) All payments due from the Company to date have been made and all
amounts properly accrued to date as liabilities of the Company

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<PAGE>

that have not been paid have been properly recorded on the books
of the Company.

(ii) All reports and information relating to each Plan and Other
Arrangement required to be filed with any governmental authority
have been timely filed.

(iii) All reports and information relating to each Plan and Other
Arrangement required to be disclosed or provided to participants
or their beneficiaries have been timely disclosed or provided.

(iv) There are no actions, suits or claims pending (other than routine
claims for benefits in accordance with the Plans or Other
Arrangements), or, to the knowledge of the Company, threatened,
with respect to any such Plan or Other Arrangement or against the
assets of any such Plan or Other Arrangement.

(v) No Plan that is an employee pension benefit plan within the
meaning of Section 3(2) of ERISA has been terminated so as to
subject, directly or indirectly, any assets of the Company to any
liability, contingent or otherwise, under Title IV of ERISA, and
if any such plan were to be terminated as of the Effective Date,
no assets of the Company would be subject, directly or indirectly
to any liability, contingent or otherwise.

(vi) Each such Plan that is intended to be a qualified plan under
Section 401 of the Code has received, or has been filed and is
expected to receive, a favorable determination letter from the
United States Internal Revenue Service with respect to its
qualification under Section 401 of the Code, and nothing has
occurred since the date of such letter that has adversely
affected such qualification or exemption.

(vii) The Company has complied in all respects with all of the
provisions of, and is not in breach of any obligation under, any
Plan or Other Arrangement.

(viii) There have been no "prohibited transactions" for which a
statutory, class, or administrative exemption does not exist
within the meaning of Sections 406 or 407 of ERISA or Section
4975 of the Code with respect to any Plan, and no event or
omission has occurred in connection with which the Company or any
of its assets, or any Plan or Other Arrangement, directly or
indirectly, could be subject to any liability applicable to any
Plan or Other Arrangement under ERISA, the Code or any other law,
regulation or governmental order, including,

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<PAGE>

without limitation, Sections 406, 407, 409, 502, 510, 511 or 601
of ERISA, or Sections 4971, 4972, 4975, 4976, 4977, 4979 or 4980B
of the Code, or under any agreement, instrument, statute, rule of
law or regulation pursuant to or under which the Company has
agreed to indemnify or is required to indemnify any person
against liability incurred under, or for a violation or failure
to satisfy the requirements of, any statute, regulation or order.

(ix) There are no "leased employees" within the meaning of Section
414(n) of the Code who perform services for the Company, nor are
there any persons who are anticipated to become leased employees
with the passage of time.

(x) No Plan is a "multiemployer plan" as such term is defined in
Section 3(37) of ERISA.

(xi) Except as set forth in the Disclosure Schedule under the caption
referencing this Section 3.21, no Plan is an "employee stock
ownership plan" as such term is defined in Section 407(d)(6) of
ERISA or Section 4975(a)(7) of the Code.

(xii) No Plan or Other Arrangement, individually or collectively,
provides for any payment by the Company to any employee or
independent contractor that is not deductible under Section
162(a)(1) or Section 404 of the Code.

(xiii) No Plan or Other Arrangement is a funded "employee welfare
benefit plan" as such term is defined in Section 3(1) of ERISA (a
"WELFARE PLAN") that provide benefits to current or former
Company employees or their beneficiaries.

(xiv) No Plan or Other Arrangement promises or provides, now or in the
future, post-retirement medical, life insurance or other benefits
to current, former or retired employees of the Company, except
for COBRA continuation coverage under any of the Plans.

(xv) All Welfare Plans and the related trusts that are subject to
Section 4980B(f) of the Code and Sections 601 through 607 of
ERISA comply with and have been administered in compliance with
the health care continuation-coverage requirements for tax-
favored status under Section 4980B(f) of the Code, Sections 601
through 607 of ERISA, and all proposed or final Treasury
regulations under Section 162 of the Code explaining those
requirements.

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(c) All employment of any terminated former employee of the Company
has been terminated in accordance with any applicable contractual terms and
applicable law, and the Company does not have any liability under any contract
or applicable law toward any such terminated employee. The consummation of the
transactions contemplated hereby will not cause the Company to incur or suffer
any liability relating to, or obligation to pay, severance, termination or other
payments to any person.

(d) The Company has not made any loans (except advances against
accrued salaries or for business travel, lodging or other expenses in the normal
course of business) to any employee of the Company.

3.22 INSURANCE. The Company has at all times maintained insurance
relating to its business and covering property, fire, casualty, liability, life,
workmen's compensation, and all other forms of insurance customarily obtained by
businesses in the same industry. Such insurance: (i) is in full force and
effect; (ii) is sufficient for compliance in all material respects with all
requirements of applicable law and of any contract or agreement to which the
Company is subject; (iii) is valid, outstanding, and enforceable, and (iv)
insures against risks of the kind customarily insured against and in amounts
customarily carried by businesses similarly situated and provides adequate
insurance coverage for the activities of the Company.

3.23 AFFILIATE TRANSACTIONS. Except as disclosed under the caption
referencing this Section 3.23 in the Disclosure Schedule, and other than
pursuant to this Agreement, no officer, director or employee of the Company or
any member of the immediate family of any such officer, director or employee, or
any entity in which any of such persons owns any beneficial interest (other than
any publicly held corporation whose stock is traded on a national securities
exchange or in the over-the-counter market and less than one percent of the
stock of which is beneficially owned by any of such persons) (collectively
"insiders"), has any agreement with the Company (other than normal employment
arrangements) or any interest in any property, real, personal or mixed, tangible
or intangible, used in or pertaining to the business of the Company (other than
ownership of capital stock of the Company). None of the insiders has any direct
or indirect interest in any competitor, supplier or customer of the Company or
in any person, firm or entity from whom or to whom the Company leases any
property, or in any other person, firm or entity with whom the Company transacts
business of any nature. For purposes of this Section 3.23, the members of the
immediate family of an officer, director or employee shall consist of the
spouse, parents, children, siblings, mothers-and fathers-in-law, sons- and
daughters-in-law, and brothers- and sisters-in-law of such officer, director or
employee.

3.24 CUSTOMERS AND SUPPLIERS. The Disclosure Schedule, under the
caption referencing this Section 3.24, lists the 10 largest customers and
the 10 largest

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suppliers of the Company for the year ended December 31, 1995 and sets forth
opposite the name of each such customer or supplier the approximate
percentage of net sales or purchases by the Company attributable to such
customer or supplier for each such period. Since the Balance Sheet Date, no
customer or supplier listed on the Disclosure Schedule under the caption
referencing this Section 3.24 has indicated that it will stop or decrease the
rate of business done with the Company except for changes in the ordinary
course of the Company's business.

3.25 COMPLIANCE WITH LAWS; PERMITS.

(a) The Company and its officers, directors, agents and employees
have complied in all material respects with all applicable laws, regulations and
other requirements, including, but not limited to, federal, state, local and
foreign laws, ordinances, rules, regulations and other requirements pertaining
to product labeling, consumer products safety, equal employment opportunity,
employee retirement, affirmative action and other hiring practices, occupational
safety and health, workers' compensation, unemployment and building and zoning
codes, which affect the business of the Company or the Real Property and to
which the Company may be subject, and no claims have been filed against the
Company alleging a violation of any such laws, regulations or other
requirements. The Company has no knowledge of any action, pending or
threatened, to change the zoning or building ordinances or any other laws,
rules, regulations or ordinances affecting the Real Property. The Company is
not relying on any exemption from or deferral of any such applicable law,
regulation or other requirement that would not be available to ADC after it
acquires the Company's properties, assets and business.

(b) The Company has, in full force and effect, all licenses, permits
and certificates, from federal, state, local and foreign authorities (including,
without limitation, federal and state agencies regulating occupational health
and safety) necessary to conduct its business and own and operate its properties
(other than Environmental Permits, as such term is defined in Section 3.26(c)
hereof) (collectively, the "Permits"). A true and complete list of all the
Permits is set forth under the caption referencing this Section 3.25 in the
Disclosure Schedule. The Company has conducted its business in compliance with
all terms and conditions of the Permits.

(c) The Company has not made or agreed to make gifts of money, other
property or similar benefits (other than incidental gifts of articles of nominal
value) to any actual or potential customer, supplier, governmental employee or
any other person in a position to assist or hinder the Company in connection
with any actual or proposed transaction.

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3.26 ENVIRONMENTAL MATTERS.

(a) As used in this Section 3.26, the following terms shall have the
following meanings:

(i) "Hazardous Materials" means any dangerous, toxic or
hazardous pollutant, contaminant, chemical, waste, material or substance as
defined in or governed by any applicable federal, state or local law,
statute, code, ordinance, regulation, rule or other requirement relating to
such substance or otherwise relating to the environment or human health or
safety, including without limitation any waste, material, substance,
pollutant or contaminant that might cause any injury to human health or
safety or to the environment or might subject the Company to any imposition
of costs or liability under any Environmental Law.

(ii) "Environmental Laws" means all applicable federal, state,
local and foreign laws, rules, regulations, codes, ordinances, orders,
decrees, directives, permits, licenses and judgments relating to pollution,
contamination or protection of the environment (including, without
limitation, all applicable federal, state, local and foreign laws, rules,
regulations, codes, ordinances, orders, decrees, directives, permits,
licenses and judgments relating to Hazardous Materials).

(iii) "Release" shall mean the spilling, leaking, disposing,
discharging, emitting, depositing, ejecting, leaching, escaping or any
other release or threatened release, however defined, whether intentional
or unintentional, of any Hazardous Material.

(b) The Company and the Real Property are in compliance, in all
material respects, with all applicable Environmental Laws.

(c) The Company has obtained, and maintained in full force and
effect, all environmental permits, licenses, certificates of compliance,
approvals and other authorizations necessary to conduct its business and own or
operate the Real Property (collectively, the "Environmental Permits") and such
Environmental Permits are listed on the Disclosure Schedule under the caption
referencing this Section 3.26(c). A true and complete copy of each such
Environmental Permit has been or, will be within seven business days after the
date hereof, provided by the Company to ADC. The Company has conducted its
business in compliance with all terms and conditions of the Environmental
Permits. The Company has filed all reports and notifications required to be
filed under and pursuant to all applicable Environmental Laws.

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(d) Except as set forth in the Disclosure Schedule under the caption
referencing this Section 3.26: (i) no Hazardous Materials have been generated,
treated, contained, handled, located, used, manufactured, processed, buried,
transported to or from, incinerated, deposited, stored, or released on, under,
to or from any part of the Company or the Real Property, except in compliance
with applicable Environmental Laws, (ii) the Company and the Real Property, and
any improvements thereon, contain no asbestos, urea formaldehyde, radon at
levels above natural background, polychlorinated biphenyls (PCBs) or pesticides,
except in compliance with applicable Environmental Laws, and (iii) no
aboveground or underground storage tanks are located on or under the Real
Property, or have been located on or under the Real Property and then
subsequently been removed or filled. If any such storage tanks exist on or
under the Real Property, such storage tanks have been duly registered with all
appropriate governmental entities and are otherwise in compliance with all
applicable Environmental Laws.

(e) Except as set forth in the Disclosure Schedule under the caption
referencing this Section 3.26, the Company has not received notice alleging in
any manner that the Company is, or might be potentially responsible for any
Release of Hazardous Materials, or any costs arising under or violation of
Environmental Laws.

(f) No material expenditure will be required in order for ADC, Merger
Subsidiary or the Surviving Corporation to comply with any Environmental Laws in
effect at the time of the Closing in connection with the operation or continued
operation of the business of the Company or the Real Property in a manner
consistent with the current operation thereof by the Company.

(g) The Company and the Real Property are not and have not been
listed on the United States Environmental Protection Agency National Priorities
List of Hazardous Waste Sites, or any other list, schedule, law, inventory or
record of hazardous or solid waste sites maintained by any federal, state or
local agency.

(h) The Company has disclosed and delivered to ADC and Merger
Subsidiary all environmental reports and investigations which the Company has
obtained or ordered with respect to the business of the Company and the Real
Property.

(i) No part of the business of the Company or the Real Property have
been used as a landfill, dump or other disposal, storage, transfer, handling or
treatment area for Hazardous Materials, except in compliance with applicable
Environmental Laws, or as a gasoline service station or a facility for selling,
dispensing, storing, transferring, disposing or handling petroleum and/or
petroleum products.

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(j) No lien has been attached or filed against the Company or the
Real Property in favor of any governmental or private entity for (i) any
liability or imposition of costs under or violation of any applicable
Environmental Law; or (ii) any Release of Hazardous Materials.

3.27 ACCOUNTING AND TAX MATTERS. Neither the Company, nor to the
knowledge of the Company, any of its affiliates has taken or agreed to take any
action that would prevent the Merger from being effected as a pooling of
interests for financial reporting purposes or would prevent the Merger from
constituting a transaction qualifying under Section 368(a) of the Code.

3.28 BROKERAGE. No third party shall be entitled to receive any
brokerage commissions, finder's fees, fees for financial advisory services or
similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement made by or on behalf of the
Company other than the fees and expenses of Jopling, Inc., which fees and
expenses will be paid in accordance with Section 11.02 hereof.

3.29 DISCLOSURE. Neither this Agreement nor any of the Exhibits
hereto nor any of the documents delivered by or on behalf of the Company
pursuant to Article VII hereof nor the Disclosure Schedule nor the Latest
Financial Statements or the Annual Financial Statements, taken as a whole,
contains any untrue statement of a material fact regarding the Company or its
business or any of the other matters dealt with in this Article III relating to
the Company or the transactions contemplated by this Agreement, or omits any
material fact necessary to make the statements contained herein or therein, in
light of the circumstances in which they were made, not misleading. There is no
fact which has not been disclosed to ADC or Merger Subsidiary of which any
officer or director of the Company is aware and which such officer or director
knew or reasonably should have known would have a material adverse effect or
could reasonably be anticipated to have a material adverse effect on the
business of the Company, including operating results, assets, customer
relations, employee relations and business prospects, of the Company other than
facts generally known within the industry in which the Company operates or
general economic conditions in the markets in which the Company operates.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ADC AND MERGER SUBSIDIARY

ADC and Merger Subsidiary, jointly and severally, hereby represent and
warrant to the Company that:

4.01 INCORPORATION AND CORPORATE POWER. Each of ADC and Merger
Subsidiary is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Minnesota, with the requisite corporate
power and authority to enter into this Agreement and perform each of their
obligations hereunder.

4.02 EXECUTION, DELIVERY; VALID AND BINDING AGREEMENT. The execution,
delivery and performance of this Agreement by each of ADC and Merger Subsidiary
and the consummation of the transactions contemplated hereby and thereby have
been duly and validly authorized by all requisite corporate action, and no other
corporate proceedings on its part are necessary to authorize the execution,
delivery or performance of this Agreement. This Agreement has been duly
executed and delivered by ADC and Merger Subsidiary and constitutes the valid
and binding obligation of ADC and Merger Subsidiary, enforceable in accordance
with its terms.

4.03 NO BREACH. The execution, delivery and performance of this
Agreement by ADC and Merger Subsidiary and the consummation by ADC and Merger
Subsidiary of the transactions contemplated hereby do not conflict with or
result in any breach of any of the provisions of, constitute a default under,
result in a violation of, result in the creation of a right of termination or
acceleration or any lien, security interest, charge or encumbrance upon any
assets of ADC or Merger Subsidiary, or require any authorization, consent,
approval, exemption or other action by or notice to any court or other
governmental body, under the provisions of the Articles of Incorporation or
Bylaws of either ADC or Merger Subsidiary or any indenture, mortgage, lease,
loan agreement or other agreement or instrument by which either ADC or Merger
Subsidiary is bound or affected, or, subject to the Securities Act of 1933, as
amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), applicable Blue Sky laws and the NASDAQ National Market,
any law, statute, rule or regulation or order, judgment or decree to which
either ADC or Merger Subsidiary is subject.

4.04 MERGER SUBSIDIARY. All of the outstanding capital stock of
Merger Subsidiary is owned by ADC free and clear of any lien, claim or
encumbrance or any agreement with respect thereto. Since the date of its
incorporation, Merger Subsidiary has not engaged in any activity of any nature
except in connection with or as contemplated by this Agreement.

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4.05 GOVERNMENTAL AUTHORITIES; CONSENTS. Except for the applicable
requirements of the HSR Act, the Securities Act, the Exchange Act and applicable
Blue Sky Laws, the filing of the Registration Statement (as defined in Section
5.04 hereof) and the filing of the Articles of Merger with the Secretary of
State of the State of Pennsylvania neither ADC or Merger Subsidiary is required
to submit any notice, report or other filing with any governmental authority in
connection with the execution or delivery by it of this Agreement or the
consummation of the transactions contemplated hereby. Except for the
requirements of the HSR Act, the Securities Act, the NASDAQ National Market and
applicable Blue Sky laws, no consent, approval or authorization of any
governmental or regulatory authority or any other party or person is required to
be obtained by the Company in connection with its execution, delivery and
performance of this Agreement or the transactions contemplated hereby.

4.06 REPORTS; FINANCIAL STATEMENTS.

(a) Since October 31, 1993, ADC has filed, and will use reasonable
efforts to file prior to the Effective Date, all forms, reports, statements and
other documents required to be filed with the Securities and Exchange Commission
(the "SEC") including, without limitation, (A) all Annual Reports on Form 10-K,
(B) all Quarterly Reports on Form 10-Q, (C) all proxy statements relating to
meetings of shareholders, (D) all required Current Reports on Form 8-K, (E) all
other reports or registration statements and (F) all amendments and supplements
to all such reports and registration statements (collectively, the "ADC SEC
Reports"). The ADC SEC Reports, including all such reports filed after the date
of this Agreement and prior to the Effective Date, were or will be prepared in
all material respects in accordance with the requirements of applicable law.
None of the ADC SEC Reports contained or will contain, in each case at the time
filed, any untrue statement of a material fact or omitted or will omit to state
a material fact required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading.

(b) Each of the consolidated financial statements (including, in each
case, any related notes thereto) contained in the ADC SEC Reports, including any
ADC SEC Reports filed after the date of this Agreement and prior to the
Effective Date, (i) have been or will be prepared in all material respects in
accordance with the published rules and regulations of the SEC and GAAP applied
on a consistent basis throughout the periods involved (except (w) to the extent
required by changes in GAAP and (x) with respect to ADC SEC Reports filed prior
to the date of this Agreement, to the extent indicated in the notes thereto) and
(ii) fairly present or will fairly present the consolidated financial position
of ADC as of the respective dates thereof and the consolidated results of
operations and cash flows for the periods indicated, except that (y) any
unaudited interim financial statements were or will be

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subject to normal and recurring year-end adjustments which were not or are not
expected to be material in amount and (z) any pro forma financial information
contained in such consolidated financial statements is not or may not be
necessarily indicative of the consolidated financial position of ADC and its
subsidiaries as of the respective dates thereof and the consolidated results of
operations and cash flows for the periods indicated.

4.07 LITIGATION. Except as disclosed in the ADC SEC Reports filed
prior to the date hereof, there are no material claims, suits, actions,
proceedings, orders or investigations pending or, to the best knowledge of ADC,
threatened against ADC, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board bureau, agency or
instrumentality, domestic or foreign.

ARTICLE V

COVENANTS OF THE COMPANY

5.01 CONDUCT OF THE BUSINESS.

(a) The Company shall observe each term set forth in this Section
5.01 and agrees that, from the date hereof until the Effective Time, unless
otherwise consented to by ADC in writing:

(i) The business of the Company shall be conducted only in, and the
Company shall not take any action except in the ordinary course of the
Company's business, on an arm's-length basis and in accordance in all
material respects with all applicable laws, rules and regulations and the
Company's past custom and practice;

(ii) The Company shall not, directly or indirectly, do or permit to
occur any of the following: (A) issue or sell any additional shares of, or
any options, warrants, conversion privileges or rights of any kind to
acquire any shares of, any of its capital stock, including without
limitation, the Company Common Stock, (B) sell, pledge, dispose of or
encumber any of its assets, except in the ordinary course of business; (C)
amend or propose to amend its Articles of Incorporation or Bylaws; (D)
split, combine or reclassify any outstanding shares of Company Common
Stock, or declare, set aside or pay any dividend or other distribution
payable in cash, stock, property or otherwise with respect to shares of
Company Common Stock; (E) redeem, purchase or acquire or offer to acquire
any shares of Company Common Stock or other securities of the Company; (F)
other than as contemplated under Section 5.16 hereunder, acquire (by
merger, exchange, consolidation, acquisition of stock or assets or
otherwise) any corporation, partnership, joint venture or other business

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organization or division or material assets thereof; (G) incur any
indebtedness for borrowed money or issue any debt securities except the
borrowing of working capital in the ordinary course of business and
consistent with past practice; (H) permit any accounts payable owed to
trade creditors to remain outstanding more than 60 days; (I) accelerate,
beyond the normal collection cycle, collection of accounts receivable; or
(J) enter into or propose to enter into, or modify or propose to modify,
any agreement, arrangement or understanding with respect to any of the
matters set forth in this Section 5.01(b);

(iii) The Company shall not, directly or indirectly, (A) enter into or
modify any employment, severance or similar agreements or arrangements
with, or grant any bonuses, salary increases, severance or termination pay
to, any officers or directors or consultants; or (B) in the case of
employees, officers or consultants who earn in excess of $80,000 per year,
take any action with respect to the grant of any bonuses, salary increases,
severance or termination pay or with respect to any increase of benefits
payable in effect on the date hereof;

(iv) The Company shall not adopt or amend any bonus, profit sharing,
compensation, stock option, pension, retirement, deferred compensation,
employment or other employee benefit plan, trust, fund or group arrangement
for the benefit or welfare of any employees or any bonus, profit sharing,
compensation, stock option, pension, retirement, deferred compensation,
employment or other employee benefit plan, agreement, trust, fund or
arrangements for the benefit or welfare of any director;

(v) The Company shall not cancel or terminate its current insurance
policies or cause any of the coverage thereunder to lapse, unless
simultaneously with such termination, cancellation or lapse, replacement
policies providing coverage equal to or greater than the coverage under the
canceled, terminated or lapsed policies for substantially similar premiums
are in full force and effect;

(vi) The Company shall: (A) use its best efforts to preserve intact
the Company's business organization and goodwill, keep available the
services of the Company's officers and employees as a group and maintain
satisfactory relationships with suppliers, distributors, customers and
others having business relationships with the Company; (B) confer on a
regular and frequent basis with representatives of ADC or Merger Subsidiary
to report operational matters and the general status of ongoing operations;
(C) not intentionally take any action which would render, or which
reasonably may be expected to render, any representation or warranty made
by it in this Agreement untrue at the Closing; (D) notify ADC and Merger
Subsidiary of

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any emergency or other change in the normal course of the Company's
business or in the operation of the Company's properties and of any
governmental or third party complaints, investigations or hearings (or
communications indicating that the same may be contemplated) if such
emergency, change, complaint, investigation or hearing would be material,
individually or in the aggregate, to the business, operations or financial
condition of the Company or to the Company's, ADC's or Merger Subsidiary's
ability to consummate the transactions contemplated by this Agreement and
the Plan of Merger; and (E) promptly notify ADC and Merger Subsidiary in
writing if the Company shall discover that any representation or warranty
made by it in this Agreement was when made, or has subsequently become,
untrue in any respect;

(vii) The Company (for purposes of this Section 5.01(a)(vii), all
references to the Company shall include the affiliates, and any former
subsidiaries and affiliates, of the Company) shall file (or cause to be
filed) at its own expense, on or prior to the due date, all Tax returns,
including all returns and reports relating to the Plans or the Other
Arrangements, for all Tax periods ending on or before the Effective Date
where the due date for such returns or reports (taking into account valid
extensions of the respective due dates) falls on or before the Effective
Date (all Tax returns described in this Section 5.01(a)(vii) and any
schedules to be included therewith shall be prepared on a basis consistent
with those of the Company prepared for prior Tax periods); provided,
however, that the Company shall not file any such Tax returns, or other
returns, elections, claims for refund or information statements with
respect to any liabilities for Taxes (other than federal, state or local
sales, use, withholding or employment tax returns or statements) for any
Tax period, or consent to any adjustment or otherwise compromise or settle
any matters with respect to Taxes, without prior consultation with ADC; the
Company shall provide ADC with a copy of appropriate workpapers, schedules,
drafts and final copies of each federal and state income Tax return or
election of the Company at least ten days before filing such return or
election and shall reasonably cooperate with any request by ADC in
connection therewith;

(viii) The Company shall not (i) make or rescind any express or deemed
election or take any other discretionary position relating to Taxes, (ii)
settle or compromise any claim, action, suit, litigation, proceeding,
arbitration, investigation, audit or controversy relating to Taxes, or
(iii) change any of its methods of reporting income or deductions for
federal income Tax purposes from those employed in the preparation of the
federal income Tax returns for the taxable year ended June 30, 1994;

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(ix) The Company shall not perform any act referenced by (or omit to
perform any act which omission is referenced by) the terms of Section 3.11.

(b) Notwithstanding the representations in Section 3.11 or the
restrictive covenants in Section 5.01(a), the Company, without first obtaining
ADC's prior written consent, shall be permitted to take any of the following
actions in connection with the contemplated sale of a substantial amount of the
Company's products and services to a wireless television transmission company
during the period between the date hereof and the Effective Date pursuant to the
terms of a contemplated purchase agreement between the Company and such company:

(i) Incur capital expenditures or commitments therefor in an amount
not to exceed $1,200,000;

(ii) Increase the revolving line of credit with Mellon Bank, N.A. by
an amount such that the maximum amount of borrowings under such line of
credit may not exceed $4,000,000; and

(iii) Increase the amount of inventory on hand to an amount no greater
than $3,000,000 greater than the amount of inventory, net of reserve,
reflected on the Latest Balance Sheet.

5.02 ACCESS TO BOOKS AND RECORDS. Between the date hereof and the
Effective Date, the Company shall afford to ADC and Merger Subsidiary and
authorized representatives (the "ADC's Representatives") full access at all
reasonable times and upon reasonable notice to the offices, properties, books,
records, officers, employees and other items of the Company, and the work papers
of Arthur Andersen LLP, the Company's independent public accountants, relating
to work done by Arthur Andersen LLP with respect to the Company for each of the
fiscal years ended June 30, 1994 and June 30, 1995, and otherwise provide such
assistance as is reasonably requested by ADC and Merger Subsidiary in order that
ADC and Merger Subsidiary may have a full opportunity to make such investigation
(including as described in Section 5.17 hereof) and evaluation as it shall
reasonably desire to make of the business and affairs of the Company. In
addition, the Company and its officers and directors shall cooperate fully
(including providing introductions, where necessary) with ADC to enable ADC to
contact such third parties, including customers, prospective customers,
specified agencies, vendors, or suppliers of the Company as ADC deems reasonably
necessary to complete its due diligence; PROVIDED THAT, ADC agrees not to
initiate such contacts without the prior approval of the Company, which approval
will not be unreasonably withheld.

5.03 MEETING OF SHAREHOLDERS. The Board of Directors of the Company
shall duly call and will cause to be held not later than twenty-five (25)

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business days following the effective date of the Registration Statement, a
meeting of its shareholders and will direct that this Agreement and the Merger
be submitted to a vote at such meeting. The Board of Directors of the Company
will (i) cause proper notice of such meeting to be given to its shareholders in
compliance with the PBCL and other applicable law and regulation, (ii) recommend
by the affirmative vote of the Board of Directors a vote in favor of approval of
this Agreement and the Merger, and (iii) use its best efforts to solicit from
its shareholders proxies in favor thereof.

5.04 REGISTRATION STATEMENT, ETC. The Company will furnish or cause
to be furnished to ADC all the information concerning the Company and its
subsidiaries required for inclusion in the Registration Statement on Form S-4 to
be filed by ADC with the SEC under the Securities Act, including the prospectus
included therein, for the purpose of registering the shares of ADC Common Stock
to be exchanged for shares of Company Common Stock pursuant to the provisions of
this Agreement (the "Registration Statement"), and the proxy statement (the
"Proxy Statement") to be mailed to the Company's shareholders in connection with
the meeting to be called to consider the Merger, or any statement or application
made by ADC to any governmental body in connection with the transactions
contemplated by this Agreement. Any financial statement for any fiscal year
provided under this paragraph must include the audit opinion and the consent of
Arthur Andersen LLP, as independent accountants to the Company, to use such
opinion in such Registration Statement. None of the information regarding the
Company supplied or to be supplied by the Company for inclusion in the
Registration Statement and any other documents to be filed with the SEC or any
regulatory authority in connection with the transactions contemplated hereby
will, at the respective times the Registration Statement, Proxy Statement and
other documents are filed with the SEC or any regulatory authority and, in the
case of the Registration Statement, when it becomes effective and, with respect
to the Proxy Statement, when mailed, and, in the case of the Proxy Statement or
any amendment thereof or supplement thereto, at the time of the meeting of
shareholders referred to in Section 5.03 hereof, and at the Effective Time,
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading. All documents which the Company is responsible for filing with the
SEC and any other regulatory authority in connection with the Merger will comply
as to form in all material respects with the provisions of applicable law.

5.05 REGULATORY FILINGS. The Company shall, as promptly as
practicable after the execution of this Agreement, make or cause to be made all
filings and submissions under the HSR Act and any other laws or regulations
applicable to the Company for the consummation of the transactions contemplated
herein. The Company will coordinate and cooperate with ADC and Merger
Subsidiary in exchanging such information, will not make any such filing without

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providing to ADC and Merger Subsidiary a final copy thereof for their review and
consent at least two full business days in advance of the proposed filing and
will provide such reasonable assistance as ADC and Merger Subsidiary may request
in connection with all of the foregoing.

5.06 CONDITIONS. The Company shall take all commercially reasonable
actions necessary or desirable to cause the conditions set forth in Section 7.01
to be satisfied and to consummate the transactions contemplated herein as soon
as reasonably possible after the satisfaction thereof (but in any event within
three business days of such date). The Company shall cause its independent
public accountants to issue a certificate to the independent public accountants
of ADC, in connection with the opinion to be delivered pursuant to Section
7.01(k), to the effect that, solely with respect to the Company, the Merger will
qualify as a pooling of interests for financial reporting purposes.

5.07 NO NEGOTIATIONS, ETC. Neither the Company nor any of its
officers, directors, agents or representatives, shall directly or indirectly,
through any officer, director, agent or otherwise, solicit, initiate or
encourage submission of any proposal or offer from any person or entity
(including any of the officers or employees of the Company) relating to any
liquidation, dissolution, recapitalization, merger, consolidation or acquisition
or purchase of all or a material portion of the assets of, or any equity
interest in the Company or other similar transaction or business combination
involving the Company or participate in any discussions or negotiations
regarding, or furnish to any other person any information with respect to, or
otherwise cooperate in any way with, or assist or participate in, facilitate or
encourage, any effort or attempt by any other person or entity to do or seek any
of the foregoing. The Company shall promptly notify ADC if any such proposal or
offer, or any inquiry from or contact with any person with respect thereto, is
made and shall promptly provide ADC with such information regarding such
proposal, offer, inquiry or contact as ADC may request.

5.08 APPROVALS AND CONSENTS. The Company will obtain all approvals of
regulatory authorities, consents and other approvals required of the Company to
carry out the transactions contemplated by this Agreement and any other consents
or approvals required under the agreements disclosed on the Disclosure Schedule
under the caption referencing Section 3.04 and will cooperate with ADC to obtain
all such approvals and consents required of ADC.

5.09 CLOSING CERTIFICATES. The Company will use its best efforts to
deliver to the Closing all opinions, certificates and other documents required
to be delivered by it at the Closing.

5.10 CONFIDENTIALITY. ADC and the Company shall comply with the terms
of the Confidentiality Agreement between them dated December 11, 1995, and

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this Agreement shall not supersede or modify the terms of such Confidentiality
Agreement, except that paragraph four of such Confidentiality Agreement shall be
deemed to have been superseded by the terms of this Agreement.

5.11 BENEFIT PLANS. The Company will take all action necessary or
required (i) to terminate or amend, if requested by ADC, all qualified
retirement and welfare benefit plans and all non-qualified benefit plans and
compensation arrangements as of the Effective Date and (ii) to submit
application to the Internal Revenue Service for a favorable determination letter
for each of the Plans that is subject to the qualification requirements of
Section 401(a) of the Code prior to the Effective Date of the Merger.

5.12 ACCOUNTING AND TAX MATTERS. Neither the Company nor any of its
subsidiaries shall take any action with respect to the Company that would
disqualify the Merger from being effected as a "pooling of interests" for
financial reporting purposes or would prevent the Merger from constituting a
transaction qualifying under Section 368(a) of the Code.

5.13 AFFILIATE LETTERS. The Company shall use its best efforts to
obtain and deliver as soon as practicable after the date hereof, and in no event
later than five business days after the date hereof, signed representations
substantially in the form attached hereto as EXHIBIT C to ADC by each executive
officer, director or shareholder of the Company who may reasonably be deemed an
"affiliate" of the Company within the meaning of such term as used in Rule 145
under the Securities Act of 1933.

5.14 ACCRUALS AND RESERVES. The Company shall establish such
additional accruals and reserves as may be necessary to conform the Company's
accounting and credit loss reserve practices and methods to those of ADC with
respect to the conduct of the business of the Company following the Merger and
to provide for the costs and expenses relating to the consummation by the
Company of the Merger and the other transactions contemplated by this Agreement.

5.15 ESCROW AGREEMENT. At the Effective Date, upon the consummation
of the Merger and solely to fund the indemnification obligations described in
Article X of this Agreement, ADC shall transfer to the Minneapolis office of
First Trust National Association, as escrow agent (the "Escrow Agent"), a number
of whole shares of ADC Common Stock in an amount as calculated under Section
2.01(b) to be held in an account (the "Escrow Fund") pursuant to an escrow
agreement (the "Escrow Agreement") in the form attached hereto as EXHIBIT B,
among ADC, the Shareholders' Representatives and such Escrow Agent.

5.16 ACQUISITION OF ITS SERVICE COMPANY. Prior to the Effective Time,
the Company will acquire all of the outstanding capital stock of ITS Service

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Company pursuant to a capital contribution to be made by the shareholders of ITS
Service Company.

5.17 ACCOUNTING POLICIES AND PROCEDURES. The Company shall not take
any action, other than as required by law or GAAP, to modify any of its
accounting policies, procedures and practices from those in effect in the
Audited Financial Statements other than as required by ADC under Section 5.14
hereof.

5.18 MERGER EXPENSES. The Company shall not incur Merger Expenses (as
defined below) in excess of $500,000. In determining as of the Effective Date
the aggregate amount of the Merger Expenses incurred or to be incurred by the
Company on, prior to or after the Effective Date to be deducted from the Merger
Consideration pursuant to Section 2.01(a), the Company shall prepare a schedule
of all Merger Expenses incurred or to be incurred by the Company on, prior to or
after the Effective Date and the Company shall indemnify ADC for any expenses
actually incurred in excess of the amounts set forth on such schedule, such
indemnification to be in accordance with the terms of Section 10.02 hereof, but
without reference to the Basket Amount (as such term is defined in Section
10.02). The term "Merger Expenses" shall mean, with respect to any party
hereto, out-of-pocket expenses relating to the Merger, the negotiation of this
Agreement, the performance of any obligations under this Agreement and the
Articles of Merger and the consummation of the transactions contemplated hereby
and thereby (including, without limitation, any attorneys', accountants',
financial advisors' or brokers' and finders' fees). All Merger Expenses of the
Shareholders' Representatives (independent of any Merger Expenses separately
incurred by the Company), if any, will be paid by the Shareholders'
Representatives.

ARTICLE VI

COVENANTS OF ADC AND MERGER SUBSIDIARY

ADC and Merger Subsidiary covenant and agree with the Company as
follows:

6.01 MAINTAIN CORPORATE EXISTENCE; CONDUCT BUSINESS IN COMPLIANCE WITH
LAWS. From the date hereof until the Effective Time, ADC will: (i) maintain its
corporate existence in good standing; (ii) conduct, and cause its subsidiaries
to conduct, their respective businesses in compliance with all material
obligations and duties imposed on them by all laws, governmental regulations,
rules and ordinances, and judicial orders, judgments and decrees applicable to
ADC or its subsidiaries, their businesses or their properties; and (iii)
maintain all books and records of it and the subsidiaries, including all
financial statements, in accordance with the accounting principles and practices
consistent with those used for the ADC

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Financial Statements, except for changes in such principles and practices
required under GAAP.

6.02 REGULATORY FILINGS. ADC or Merger Subsidiary shall, as promptly
as practicable after the execution of the Agreement, make or cause to be made
all filings and submissions under the HSR Act and any other laws or regulations
applicable to ADC and Merger Subsidiary for the consummation of the transactions
contemplated herein. ADC and Merger Subsidiary will coordinate and cooperate
with the Company in exchanging such information, will not make any such filing
without providing to the Company a final copy thereof for its review and consent
at least two full business days in advance of the proposed filing and will
provide such reasonable assistance as the Company may request in connection with
all of the foregoing.

6.03 CONDITIONS. ADC or Merger Subsidiary shall take all commercially
reasonable actions necessary or desirable to cause the conditions set forth in
Section 7.02 to be satisfied and to consummate the transactions contemplated
herein as soon as reasonably possible after the satisfaction thereof (but in any
event within three business days of such date).

6.04 REGISTRATION STATEMENT. As promptly as practicable after the
execution of this Agreement, ADC will file with the SEC the Registration
Statement and any other applicable documents, relating to the shares of ADC
Common Stock to be delivered to the Company Shareholders pursuant to this
Agreement, and will use its best efforts to cause the Registration Statement to
become effective. At the time the Registration Statement becomes effective, the
Registration Statement will comply in all material respects with the provisions
of the Securities Act and the published rules and regulations thereunder, and
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not false or misleading, and at the time of mailing thereof to the
shareholders of the Company, at the time of the shareholders' meeting referred
to in Section 5.03 hereof and at the Effective Time, the prospectus included as
part of the Registration Statement, as amended or supplemented by any amendment
or supplement filed by ADC (hereinafter the "Prospectus"), will not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading; PROVIDED, HOWEVER, that none of the provisions of
this subparagraph shall apply to statements in or omissions from the
Registration Statement or the Prospectus made in reliance upon and in conformity
with information furnished by the Company for use in the Registration Statement
or the Prospectus.

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6.05 STOCK EXCHANGE LISTINGS. ADC will file all documents required to
be filed to list the ADC Common Stock to be issued pursuant to this Agreement on
the NASDAQ National Market and use its best efforts to effect said listings.

6.06 DUE AUTHORIZATION, ETC. OF STOCK ISSUED IN MERGER. The shares of
ADC Common Stock to be issued by ADC to the Company Shareholders pursuant to
this Agreement will, upon such issuance and delivery to said shareholders in
accordance with the terms of this Agreement, be duly authorized, validly issued,
fully paid and nonassessable. The shares of ADC Common Stock to be delivered to
the Company Shareholders pursuant to this Agreement are and will be free of any
preemptive rights of the shareholders of ADC.

6.07 BLUE SKY APPROVALS. ADC will file all documents required to
obtain, prior to the Effective Time, all necessary Blue Sky permits and
approvals, if any, required to carry out the transactions contemplated by this
Agreement, will pay all expenses incident thereto and will use its best efforts
to obtain such permits and approvals.

6.08 APPROVALS AND CONSENTS. ADC shall take all necessary corporate
and other action and file all documents required to obtain and will use its best
efforts to obtain all approvals of regulatory authorities, consents and
approvals required of it to carry out the transactions contemplated by this
Agreement and will cooperate with the Company to obtain all such approvals and
consents required by the Company.

6.09 CLOSING CERTIFICATES. ADC will use its best efforts to deliver
at the Closing all opinions, certificates and other documents required to be
delivered by it at the Closing.

6.10 ACCOUNTING AND TAX MATTERS. Neither ADC nor any of its
subsidiaries shall take any action with respect to ADC that would disqualify the
Merger from being effected as a "pooling of interests" for financial reporting
purposes or would prevent the Merger from constituting a transaction qualifying
under Section 368(a) of the Code.

ARTICLE VII

CONDITIONS TO CLOSING

7.01 CONDITIONS TO ADC'S AND MERGER SUBSIDIARY'S OBLIGATIONS. The
obligation of ADC and Merger Subsidiary to consummate the transactions
contemplated by this Agreement is subject to the satisfaction of the following
conditions at or before the Effective Time:

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(a) REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. The
representations and warranties set forth in Article III hereof shall be true and
correct in all respects at and as of the Effective Time (except that any such
representation or warranty made as of a specified date (other than the date
hereof) shall only need to have been true on and as of such date) as though then
made and as though the Effective Time had been substituted for the date of this
Agreement throughout such representations and warranties (without taking into
account any disclosures by the Company of discoveries, events or occurrences
arising on or after the date hereof), except where the failure to be so true and
correct has not had or could not reasonably be expected to have a material
adverse effect on the assets, financial condition, operating results, customer,
employee or supplier relations, business condition or prospects of the Company
or the ability of the Company or ADC to consummate the transactions contemplated
in this Agreement (except that the representations made in Sections 3.07 (other
than the representations made in the first two sentences of Section 3.07) and
3.27 must be true and correct in all material respects at and as of the
Effective Time);

(b) COVENANTS PERFORMED.The Company shall have performed in all
material respects all of the covenants and agreements required to be performed
and complied with by it under this Agreement prior to the Effective Time;

(c) CONSENTS OBTAINED. The Company shall have obtained, or caused to
be obtained, each consent and approval necessary in order that the transactions
contemplated herein not constitute a breach or violation of, or result in a
right of termination or acceleration of, or creation of any encumbrance on any
of the Company's assets pursuant to the provisions of, any agreement,
arrangement or undertaking of or affecting the Company or any license, franchise
or permit of or affecting the Company;

(d) SHAREHOLDER APPROVAL. This Agreement, the Articles of Merger and
the Merger shall have been duly and validly approved by the shareholders of the
Company, and the Company shall have delivered to ADC evidence, in form
satisfactory to ADC's counsel, of such approval, and the Articles of Merger
shall have been duly executed by the Company;

(e) GOVERNMENT APPROVALS. The applicable waiting periods under the
HSR Act shall have expired or been terminated, and all other material
governmental filings, authorizations and approvals that are required for the
consummation of the transactions contemplated by this Agreement or the Articles
of Merger will have been duly made and obtained;

(f) NO PROHIBITIONS. There shall not be threatened, instituted or
pending any action or proceeding, before any court or governmental authority or

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agency, domestic or foreign, (i) challenging or seeking to make illegal, or to
delay or otherwise directly or indirectly restrain or prohibit, the consummation
of the transactions contemplated hereby or seeking to obtain material damages in
connection with such transactions, (ii) seeking to prohibit direct or indirect
ownership or operation by ADC or Merger Subsidiary of all or a material portion
of the business or assets of the Company and its subsidiaries, or to ADC or
Merger Subsidiary or any of their subsidiaries or the Company to dispose of or
to hold separately all or a material portion of the business or assets of ADC or
Merger Subsidiary and their subsidiaries or of the Company, as a result of the
transactions contemplated hereby, (iii) seeking to require direct or indirect
transfer or sale by ADC or Merger Subsidiary of any of the shares of Company
Common Stock, (iv) seeking to invalidate or render unenforceable any material
provision of this Agreement or the Articles of Merger or any of the other
agreements attached as exhibits hereto or (v) otherwise relating to and
materially adversely affecting the transactions contemplated hereby;

(g) NO GOVERNMENTAL ACTIONS TAKEN. There shall not be any action
taken, or any statute, rule, regulation, judgment, order or injunction enacted,
entered, enforced, promulgated, issued or deemed applicable to the transactions
contemplated hereby by any federal, state or foreign court, government or
governmental authority or agency, which would reasonably be expected to result,
directly or indirectly, in any of the consequences referred to in
Section 7.01(f) hereof;

(h) NO MATERIAL ADVERSE CHANGE. ADC or Merger Subsidiary shall not
have discovered any fact or circumstance existing as of the date of this
Agreement which has not been disclosed to ADC and Merger Subsidiary as of the
date of this Agreement regarding the business, assets, properties, condition
(financial or otherwise), results of operations or prospects of the Company
which is, individually or in the aggregate with other such facts and
circumstances, materially adverse to the Company or to the value of the shares
of Company Common Stock;

(i) DISSENTING SHARES. No more than 5% of the outstanding shares of
Company Common Stock shall be qualified to be Dissenting Shares as of the
Effective Time;

(j) OPINION OF COMPANY COUNSEL. ADC shall have received from counsel
for the Company a written opinion, dated the date of the Effective Time,
addressed to ADC and satisfactory to ADC's counsel, in form and substance
substantially as set forth in EXHIBIT D;

(k) POOLING OF INTERESTS OPINIONS. The Merger shall qualify as a
"pooling of interests" for accounting purposes and ADC shall have received from
Arthur Andersen LLP, the independent public accountants for ADC, an opinion to

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that effect, both at the time that the Registration Statement is mailed to the
shareholders of the Company and on the Effective Date;

(l) REGISTRATION STATEMENT EFFECTIVE; NO STOP ORDER, ETC.; BLUE SKY
AUTHORIZATIONS RECEIVED. The Registration Statement (as amended or
supplemented) shall have become effective under the Securities Act and shall not
be subject to any stop order, and no action, suit, proceeding or investigation
by the SEC to suspend the effectiveness of the Registration Statement shall have
been initiated and be continuing, or have been threatened or be unresolved. ADC
shall have received all state securities law or Blue Sky authorizations
necessary to carry out the transactions contemplated by this Agreement;

(m) COMPANY COMFORT LETTER. ADC shall have received from Arthur
Andersen LLP, acting in their capacity as independent public accountants to the
Company, a "comfort" letter, dated as of the effective date of the Registration
Statement and updated through the Effective Date, in form and substance
satisfactory to ADC and reasonably customary in scope and substance for letters
delivered by independent public accountants in connection with registration
statements similar to the Registration Statement and transactions such as those
contemplated by this Agreement;

(n) DELIVERY OF CERTAIN DOCUMENTS. Prior to the Effective Time, the
Company shall have delivered to ADC all of the following:

(i) certificates of the Chief Executive Officer and Chief
Financial Officer substantially in the form set forth in EXHIBIT E attached
hereto, dated as of the date of the Effective Time, stating that the
conditions precedent set forth in subsections (a), (b) and (i) above have
been satisfied;

(ii) copies of the third party and governmental consents and
approvals and of the authorizations referred to in subsections (c), (d) and
(e) above;

(iii) the Company's minute books, stock transfer records,
corporate seal and other materials related to the Company's corporate
administration;

(iv) resignations (effective as of the Effective Time) from all
of the directors and from such of the Company's officers as ADC shall have
requested prior to the Effective Time;

(v) a copy of the Articles of Incorporation of the Company,
certified by the Secretary of State of the State of Pennsylvania, and
Certificates of Good Standing from the Secretaries of State of the States
of Pennsylvania

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and Maryland evidencing the good standing of the Company in each such
jurisdiction;

(vi) a copy of each of (X) the text of the resolutions adopted by
the Board of Directors of the Company authorizing the execution, delivery
and performance of this Agreement and the Articles of Merger and the
consummation of all of the transactions contemplated by this Agreement and
the Articles of Merger and (Y) the Bylaws of the Company; along with
certificates executed on behalf of the Company by its corporate secretary
certifying to ADC that such copies are true and complete copies of such
resolutions and Bylaws, respectively, and that such resolutions and Bylaws
were duly adopted and have not been amended or rescinded;

(vii) incumbency certificates executed on behalf of the Company by
its corporate secretary certifying the signature and office of each officer
executing this Agreement and the Articles of Merger:

(viii) an executed copy of the Escrow Agreement; and

(ix) executed copies of Confidentiality and Non-Compete
Agreements in the form attached hereto as EXHIBIT F with the following
officers of the Company:

Robert M. Unetich
Jeffrey M. Lynn
Ronald W. Zborowski

(x) such other certificates, documents and instruments as ADC
reasonably requests related to the transactions contemplated hereby.

7.02 CONDITIONS TO THE COMPANY'S OBLIGATIONS. The obligations of the
Company to consummate the transactions contemplated by this Agreement are
subject to the satisfaction of the following conditions at or before the
Effective Time:

(a) REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. The
representations and warranties set forth in Article IV hereof shall be true and
correct in all respects at and as of the Effective Time (except that any such
representation or warranty made as of a specified date (other than the date
hereof) shall only need to have been true on and as of such date) as though then
made and as though the Effective Time had been substituted for the date of this
Agreement throughout such representations and warranties (without taking into
account any disclosures by ADC of discoveries, events or occurrences arising on
or after the date hereof), except where the failure to be so true and correct
has not had or could not reasonably be expected to have a material adverse
effect on the assets, financial

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condition, operating results, customer, employee or supplier relations, business
condition or prospects of ADC or the ability of ADC or the Company to consummate
the transactions contemplated in this Agreement;

(b) COVENANTS PERFORMED. ADC and Merger Subsidiary shall have
performed in all material respects all the covenants and agreements required to
be performed by them under this Agreement and the Articles of Merger prior to
the Effective Time, and Merger Subsidiary shall have executed the Articles of
Merger;

(c) CONSENTS OBTAINED. The applicable waiting periods under the HSR
Act shall have expired or been terminated and all other material governmental
filings, authorizations and approvals that are required for the consummation of
the transactions contemplated hereby will have been duly made and obtained;

(d) NO PROHIBITIONS. There shall not be threatened, instituted or
pending any action or proceeding, before any court or governmental authority or
agency, domestic or foreign, (i) challenging or seeking to make illegal, or to
delay or otherwise directly or indirectly restrain or prohibit, the consummation
of the transactions contemplated by this Agreement or the Articles of Merger or
seeking to obtain material damages in connection with such transactions,
(ii) seeking to invalidate or render unenforceable any material provision of
this Agreement, the Articles of Merger or any of the Related Agreements, or
(iii) otherwise relating to and materially adversely affecting the transactions
contemplated hereby or thereby;

(e) NO GOVERNMENT ACTIONS TAKEN. There shall not be any action taken,
or any statute, rule, regulation, judgment, order or injunction, enacted,
entered, enforced, promulgated, issued or deemed applicable to the transactions
contemplated by this Agreement or the Articles of Merger by any federal, state
or foreign court, government or governmental authority or agency, which would
reasonably be expected to result, directly or indirectly, in any of the
consequences referred to in Section 7.02(d) hereof;

(f) SHARES AUTHORIZED FOR LISTING. The shares of ADC Common Stock to
be delivered to the stockholders of the Company pursuant to this Agreement shall
have been authorized for listing on the NASDAQ National Market;

(g) TAX OPINION. The Company shall have received an opinion, dated
the Effective Date, of Buchanan Ingersoll, special counsel to the Company,
substantially to the effect that, for federal income tax purposes: (i) the
Merger will constitute a reorganization within the meaning of Section 368(a) of
the Code; (ii) no gain or loss will be recognized by the Company Shareholders
upon receipt of ADC Common Stock, except for cash received in lieu of fractional
shares; (iii) the basis of

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the ADC Common Stock received by the Company Shareholders will be the same as
the basis of the Company Common Stock exchanged therefor; and (iv) the holding
period of the shares of ADC Common Stock received by the Company Shareholders
will include the holding period of the Company Common Stock, PROVIDED such
shares of Company Common Stock were held as a capital asset as of the Effective
Time;

(h) REGISTRATION STATEMENT EFFECTIVE; NO STOP ORDER, ETC.; BLUE SKY
AUTHORIZATIONS RECEIVED. The Registration Statement (as amended or
supplemented) shall have become effective under the Securities Act and shall not
be subject to any stop order, and no action, suit, proceeding or investigation
by the SEC to suspend the effectiveness of the Registration Statement shall have
been initiated and be continuing, or have been threatened and be unresolved.
ADC shall have received all state securities law or Blue Sky authorizations
necessary to carry out the transactions contemplated by this Agreement; and

(i) DELIVERY OF CERTAIN DOCUMENTS. At or prior to the Effective
Time, ADC will have delivered to the Company:

(i) a certificate of a Senior Vice President of ADC substantially in
the form set forth as EXHIBIT G attached hereto, dated as of the date of
the Effective Time, stating that the conditions precedent set forth in
subsections (a) and (b) above have been satisfied,

(ii) a copy of each of (X) the text of the resolutions adopted by the
respective Boards of Directors of ADC and Merger Subsidiary authorizing the
execution, delivery and performance of this Agreement and the Articles of
Merger and the consummation of all of the transactions contemplated by this
Agreement and the Articles of Merger and (Y) the Bylaws of ADC and Merger
Subsidiary; along with certificates executed on behalf of each of ADC and
Merger Subsidiary by its corporate secretary certifying to the Company that
such copies are true and complete copies of such resolutions and Bylaws,
respectively, and that such resolutions and Bylaws were duly adopted and
have not been amended or rescinded,

(iv) incumbency certificates executed on behalf of each of ADC and
Merger Subsidiary by its corporate secretary certifying the signature and
office of each officer executing this Agreement, the Articles of Merger and
such other agreements contemplated in this Agreement as ADC may request,
and

(v) an executed copy of the Escrow Agreement.

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ARTICLE VIII

TERMINATION

8.01 TERMINATION. This Agreement may be terminated at any time prior
to the Effective Time:

(a) by the mutual written consent of ADC and the Company;

(b) by either ADC or the Company, if the Articles of Merger have not
been filed with the Pennsylvania Secretary of State by April 30, 1996; PROVIDED
that, neither will be entitled to terminate this Agreement pursuant to this
Section 8.01(b) if such party's breach of this Agreement has prevented the
consummation of the transactions contemplated by this Agreement or such filing
of the Articles of Merger;

(c) by ADC, after the date hereof, if there shall have been a
material adverse change in the assets, financial condition, operating results,
customer, employee or supplier relations, business condition or prospects of the
Company or if an event shall have occurred which, so far as reasonably can be
foreseen, would result in any such change except to the extent that (i) the
Company is capable of taking action to cure the material adverse consequences of
such change or such event and the Company has taken such action within 30 days
following the earlier to occur of the Company's discovery of such change or
event and receipt by the Company of written notice from ADC that such a change
or such an event has occurred, or (ii) such change is directly caused by ADC or
Merger Subsidiary; or

(d) by the Company, after the date hereof, if there shall have been a
material adverse change in the assets, financial condition, operating results,
customer, employee or supplier relations, business condition or prospects of ADC
or if an event shall have occurred which, so far as reasonably can be foreseen,
would result in any such change, except to the extent that (i) ADC is capable of
taking such action to cure the material adverse consequences of such change or
such event and ADC has taken such action within 30 days following the earlier to
occur of ADC's discovery of such change or event and receipt by ADC of written
notice from the Company that such a change or such an event has occurred, or
(ii) such change is directly caused by the Company or a subsidiary of the
Company.

8.02 EFFECT OF TERMINATION. In the event of termination of this
Agreement by either ADC or the Company as provided in Section 8.01, all
provisions of this Agreement shall terminate and there shall be no liability on
the part of any of ADC, Merger Subsidiary, or the Company or their respective
shareholders, officers, or directors, except that: (i) Sections 5.10
(confidentiality), 11.01 (press releases), 11.02 (expenses) and 11.09 (governing
law) hereof shall survive

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indefinitely, and (ii) the parties shall remain liable for their willful
breaches of this Agreement prior to the time of such termination.

ARTICLE IX

THE SHAREHOLDERS' REPRESENTATIVE

9.01 APPOINTMENT. As used in this Agreement, the "Shareholders'
Representatives" shall mean Robert M. Unetich, Jeffrey M. Lynn and Ronald W.
Zborowski, or any person appointed as a successor Shareholders' Representative
pursuant to Section 9.02 hereof.

9.02 ELECTION AND REPLACEMENT. During the period ending upon the date
when all obligations under this Agreement have been discharged (including all
indemnification obligations pursuant to Section 10.02 hereof), the Company
Shareholders who, immediately prior to the Effective Time, held Company Common
Stock representing an aggregate number of shares of Company Common Stock which
exceeded 50% of the amount of such Company Common Stock outstanding immediately
prior to the Effective Time (a "Majority"), may, from time to time upon written
notice to the Shareholders' Representatives and ADC, remove any of the
Shareholders' Representatives or appoint one or more new Shareholders'
Representatives to fill any vacancy created by the death, incapacitation,
resignation or removal of one or more Shareholders' Representatives.
Furthermore, if a Shareholders' Representative dies, becomes incapacitated,
resigns or is removed by a Majority, the Majority shall appoint a successor
Shareholders' Representative to fill the vacancy so created. If the Majority is
required to but has not appointed a successor Shareholders' Representative
within 15 business days from a request by ADC to appoint a successor
Shareholders' Representative, ADC shall have the right to appoint a
Shareholders' Representative to fill any vacancy so created, and shall advise
all those who were holders of Company Common Stock immediately prior to the
Effective Time of such appointment by written notice. A copy of any appointment
by the Majority of any successor Shareholders' Representative shall be provided
to ADC promptly after it shall have been effected.

9.03 AUTHORITY. The Shareholders' Representatives shall be authorized
to take action by majority vote and to make and deliver any certificate, notice,
consent or instrument required or permitted to be made or delivered under this
Agreement or under the documents referred to in this Agreement (including,
without limitation, the Escrow Agreement) (an "Instrument") which the
Shareholders' Representatives determine in their discretion to be necessary,
appropriate or desirable, and, in connection therewith, to hire or retain, at
the sole expense of the Company Shareholders, such counsel, investment bankers,
accountants, representatives and other professional advisors as they determine
in

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their sole and absolute discretion to be necessary, advisable or appropriate in
order to carry out and perform their rights and obligations hereunder. Any
party receiving an Instrument from the Shareholders' Representative (including,
without limitation, the Escrow Agent, as defined in the Escrow Agreement) shall
have the right to rely in good faith upon such certification, and to act in
accordance with the Instrument without independent investigation.

9.04 NO LIABILITY OF ADC. ADC (and the Surviving Corporation) shall
have no liability to any shareholder of the Company or otherwise arising out of
the acts or omissions of the Shareholders' Representatives or any disputes among
the shareholders of the Company or among the Shareholders' Representatives. ADC
shall have no direct liability to the shareholders of the Company under this
Agreement or the other agreements referred to herein and may rely entirely on
its dealings with, and notices to and from, the Shareholders' Representatives to
satisfy any obligations it might have under this Agreement, any agreement
referred to herein or otherwise to the shareholders of the Company. Without
limiting the foregoing, delivery of certificates for shares of ADC Common Stock
from the Escrow Fund to the Shareholders' Representatives shall extinguish any
obligations of ADC to the Company Shareholders with respect to such
certificates, and ADC shall have no liability for subsequent misdelivery to any
Company Shareholder or any other act or omission of the Shareholders'
Representatives with respect to such certificates.

ARTICLE X

SURVIVAL; INDEMNIFICATION

10.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Notwithstanding
any investigation made by or on behalf of any of the parties hereto or the
results of any such investigation and notwithstanding the participation of such
party in the Closing, the representations and warranties contained in
Article III hereof shall survive the Effective Time for the greater of the
following periods: (i) one year from the Effective Date, or (ii) with respect to
any specific representation or warranty under which ADC shall have made a claim
for indemnification hereunder prior to the first anniversary of the Effective
Date and shall have provided notice of such claim to the Escrow Agent as
provided in Article 7 of the Escrow Agreement and if such claim has not been
completely and finally resolved prior to the first anniversary of the Effective
Date, such representation or warranty shall survive for the period of time
beyond the first anniversary of the Effective Date sufficient to completely and
finally resolve the claim relating to such representation or warranty.

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<PAGE>

10.02 INDEMNIFICATION BY THE COMPANY.

(a) Subject to the limitations of Section 10.02(b), the Company and
the Shareholders' Representatives, on behalf of the Company Shareholders, agree
to indemnify in full ADC and Merger Subsidiary and their respective officers,
directors, employees, agents and shareholders (collectively, the "Indemnified
Parties") and hold them harmless against any loss, liability, deficiency,
damage, expense or cost (including reasonable legal expenses), whether or not
actually incurred or paid, which Indemnified Parties may suffer, sustain or
become subject to, prior to the first anniversary of the Effective Time, as a
result of (i) any misrepresentation in any of the representations and warranties
of the Company contained in this Agreement or in any exhibits, schedules,
certificates or other documents delivered or to be delivered by or on behalf of
the Company pursuant to the terms of this Agreement or otherwise referenced or
incorporated in this Agreement (collectively, the "Related Documents"), (ii) any
breach of, or failure to perform, any agreement of the Company contained in this
Agreement or any of the Related Documents, or (iii) any "Claims" (as defined in
Section 10.03(a) hereof) or threatened Claims against ADC arising out of the
actions or inactions of the Company with respect to the Company's business or
the Real Property prior to the Effective Time (except for items disclosed to ADC
pursuant to the Disclosure Schedule) (collectively, "Losses"). The
indemnification provided by this Section 10.02(a) shall be satisfied solely from
the Escrow Fund and except as provided in Section 10.03(c) hereof, the total
aggregate liability of the Company with respect to any Claim or Claims relating
to or arising out of this Agreement shall be limited to the Escrow Fund;
provided, that the satisfaction of any indemnification from the Escrow Fund
relating to Losses from a breach of Section 3.27 hereof that would prevent the
Merger from being accounted for as a "pooling of interests" for financial
reporting purposes shall be further limited to a maximum of $3,000,000.

(b) The Company and the Shareholders' Representatives, on behalf of
the Company Shareholders, will be liable to the Indemnified Parties for any Loss
and ADC shall be entitled to a distribution from the Escrow Fund pursuant to
Section 5 of the Escrow Agreement (i) only if ADC delivers to the Shareholders'
Representatives a written notice, setting forth in reasonable detail the
identity, nature and amount of Losses related to such claim or claims prior to
the first anniversary of the Effective Time and (ii) only if the aggregate
amount of all ADC Losses exceeds $50,000 ("the Basket Amount"), in which case
the Company shall be obligated to indemnify the Indemnified Parties only for the
excess of the aggregate amount of all such Losses over the Basket Amount;
PROVIDED, however, that indemnification for any breach of the covenant in
Section 5.18 hereof shall be made without reference to the Basket Amount. ADC's
failure to provide the detail required by clause (i) in the preceding sentence
shall not constitute either a breach of this Agreement by ADC or any basis for
the Company or the Shareholders'

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<PAGE>

Representatives to assert that ADC did not comply with the terms of this Section
10.02 sufficient to cause ADC to have waived its rights under this Section
10.02.

10.03 METHOD OF ASSERTING CLAIMS.

(a) In the event that any of the Indemnified Parties is made a
defendant in or party to any action or proceeding, judicial or administrative,
instituted by any third party for the liability or the costs or expenses of
which are Losses (any such third party action or proceeding being referred to as
a "Claim"), ADC shall give the Shareholders' Representatives prompt notice
thereof. The failure to give such notice shall not affect any Indemnified
Party's ability to seek reimbursement unless such failure has materially and
adversely affected the Shareholders' Representatives ability to defend
successfully a Claim. The Shareholders' Representatives shall be entitled to
contest and defend such Claim; PROVIDED, that the Shareholders' Representatives
(i) have a reasonable basis for concluding that such defense may be successful
and (ii) diligently contest and defend such Claim. Notice of the intention so
to contest and defend shall be given by the Shareholders' Representatives to ADC
within 20 business days after ADC's notice of such Claim (but, in all events, at
least five business days prior to the date that an answer to such Claim is due
to be filed). Such contest and defense shall be conducted by reputable
attorneys employed by the Shareholders' Representatives. ADC shall be entitled
at any time, at its own cost and expense (which expense shall not constitute a
Loss unless ADC reasonably determines that the Shareholders' Representatives are
not adequately representing or, because of a conflict of interest, may not
adequately represent, any interests of the Indemnified Parties, and only to the
extent that such expenses are reasonable), to participate in such contest and
defense and to be represented by attorneys of its or their own choosing. If ADC
elects to participate in such defense, ADC will cooperate with the Shareholders'
Representatives in the conduct of such defense. Neither ADC nor the
Shareholders' Representatives may concede, settle or compromise any Claim
without the consent of the other party, which consents will not be unreasonably
withheld. Notwithstanding the foregoing, (i) if a Claim seeks equitable relief
or (ii) if the subject matter of a Claim relates to the ongoing business of any
of the Indemnified Parties, which Claim, if decided against any of the
Indemnified Parties, would materially adversely affect the ongoing business or
reputation of any of the Indemnified Parties, then, in each such case, the
Indemnified Parties alone shall be entitled to contest, defend and settle such
Claim in the first instance and, if the Indemnified Parties do not contest,
defend or settle such Claim, the Shareholders' Representatives shall then have
the right to contest and defend (but not settle) such Claim.

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<PAGE>

(b) In the event any Indemnified Party should have a claim against
the Company or the Shareholders' Representatives that does not involve a Claim,
the ADC shall deliver a notice of such claim with reasonable promptness to the
Shareholders' Representatives. If the Shareholders' Representatives notify ADC
that they do not dispute the claim described in such notice or fail to notify
ADC within 20 days after delivery of such notice by ADC whether the
Shareholders' Representatives dispute the claim described in such notice, the
Loss in the amount specified in ADC's notice will be conclusively deemed a
liability of the Shareholders' Representatives and the Shareholders'
Representatives shall pay the amount of such Loss to ADC on demand. If the
Shareholders' Representatives have timely disputed its liability with respect to
such claim, one of the Shareholders' Representatives and a Senior Vice President
of ADC will proceed in good faith to negotiate a resolution of such dispute, and
if not resolved through the negotiations of such individuals within 30 days
after the delivery of ADC's notice of such claim, such dispute shall be resolved
fully and finally in Minneapolis, Minnesota by an arbitrator selected pursuant
to, and an arbitration governed by, the Commercial Arbitration Rules of the
American Arbitration Association. The arbitrator shall resolve the dispute
within 30 days after selection and judgment upon the award rendered by such
arbitrator may be entered in any court of competent jurisdiction.

(c) After the Closing, the rights set forth in this Article X shall
be each party's sole and exclusive remedies against the other party hereto for
misrepresentations or breaches of covenants contained in this Agreement and the
Related Documents. Notwithstanding the foregoing, nothing herein shall prevent
any of the parties hereto from bringing an action based upon allegations of
fraud or other intentional breach of an obligation of or with respect to the
other parties in connection with this Agreement and the Related Documents. In
the event such action is brought, the prevailing party's attorneys' fees and
costs shall be paid by the nonprevailing party.

(d) Any indemnification payable under this Article X shall be, to the
extent permitted by law, an adjustment to purchase price.

ARTICLE XI

MISCELLANEOUS

11.01 PRESS RELEASES AND ANNOUNCEMENTS. Prior to the Effective
Time, no party hereto shall issue any press release (or make any other public
announcement) related to this Agreement or the transactions contemplated hereby
or make any announcement to the employees, customers or suppliers of the Company
without prior written approval of the other party hereto, except that ADC may
issue any such release (or other announcement) as it determines, in its sole

A-53
<PAGE>

discretion, may be required to comply with the requirements of this Agreement,
applicable law, or by obligations pursuant to any listing agreement with any
national securities exchange. If ADC determines that any such press release or
public announcement is so required, ADC shall use reasonable efforts to consult
in good faith with the Company (but shall not be required to obtain the consent
of the Company) prior to issuing such press release or making such announcement.

11.02 EXPENSES. Except as otherwise expressly provided for
herein, ADC and Merger Subsidiary will each pay all of their own Merger Expenses
(whether the Merger is consummated or not). If the transactions contemplated
hereby and by the Articles of Merger are consummated, the Merger Expenses
incurred by the Company will be deducted from the aggregate Merger Consideration
as described in Section 2.01(a) hereof, and if such transactions are not
consummated, the Company will pay all of the Merger Expenses incurred by the
Company and the Shareholders' Representatives.

11.03 AMENDMENT AND WAIVER. This Agreement may not be amended or
waived except in a writing executed by the party against which such amendment or
waiver is sought to be enforced; PROVIDED, HOWEVER, that after the approval of
the Plan of Merger by the shareholders of the Company, no amendment may be made
which reduces the Merger Consideration or which effects any changes which would
materially adversely affect the shareholders of the Company without the further
approval of the shareholders of the Company. No course of dealing between or
among any persons having any interest in this Agreement will be deemed effective
to modify or amend any part of this Agreement or any rights or obligations of
any person under or by reason of this Agreement.

11.04 NOTICES. All notices, demands and other communications to
be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given when personally
delivered or three days after being mailed, if mailed by first class mail,
return receipt requested, or when receipt is acknowledged, if sent by facsimile,
telecopy or other electronic transmission device. Notices, demands and
communications to ADC, Merger Subsidiary, the Company or the Shareholder
Representatives will, unless another address is specified in writing, be sent to
the address indicated below:

Notices to ADC or Merger Subsidiary: with a copy to:
- ----------------------------------- ---------------

ADC Telecommunications, Inc. Dorsey & Whitney P.L.L.P.
4900 West 78th Street 220 South Sixth Street
Minneapolis, MN 55435 Minneapolis, Minnesota 55402
Attn: Office of the General Counsel Attention: Robert A. Rosenbaum
Fax: (612) 946-3209 Fax: (612) 340-8738

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<PAGE>

If by hand delivery:
- -------------------
ADC Telecommunications, Inc.
12501 Whitewater Drive
Minnetonka, MN 55343

Notices to the Company: with a copy to:
- ---------------------- ---------------

Information Transmission Systems Corp. Buchanan Ingersoll
375 Valley Brook Road One Oxford Centre
McMurray, PA 15317 301 Grant Street, 20th Floor
Attn: President Pittsburgh, PA 15219-1410
Fax: (412) 941-5485 Attn: James J. Barnes

Notices to the Shareholders' Representatives: with a copy to:
- -------------------------------------------- ---------------

Robert M. Unetich Buchanan Ingersoll
c/o Information Transmission Systems Corp. One Oxford Centre
375 Valley Brook Road 301 Grant Street, 20th Floor
McMurray, PA 15317 Pittsburgh, PA 15219-1410
Fax: (412) 941-5485 Attn: James J. Barnes

11.05 ASSIGNMENT. This Agreement and all of the provisions
hereof will be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, except that neither this
Agreement nor any of the rights, interests or obligations hereunder may be
assigned by any party hereto without the prior written consent of the other
parties hereto.

11.06 SEVERABILITY. Whenever possible, each provision of this
Agreement will 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 prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement.

11.07 COMPLETE AGREEMENT. This Agreement, the Articles of Merger,
the Exhibits hereto, the Disclosure Schedule and the other documents referred to
herein contain the complete agreement among the parties and supersede, except
for the Confidentiality Agreement (as set forth in Section 5.10 hereof), any
prior understandings, agreements or representations by or between the parties,
written or oral, which may have related to the subject matter hereof in any way.

11.08 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, any one of which need not contain the signatures of more than one

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<PAGE>

party, but all such counterparts taken together will constitute one and the same
instrument.

11.09 GOVERNING LAW. The internal law, without regard for
conflicts of laws principles, of the State of Pennsylvania will govern all
questions concerning the construction, validity and interpretation of this
Agreement and the performance of the obligations imposed by this Agreement.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

ADC TELECOMMUNICATIONS, INC.

By /s/ Jack P. Reily
----------------------------------
Name: Jack P. Reily
Title: Vice President

PITTSBURGH MERGER SUB, INC.

By /s/ Jack P. Reily
----------------------------------
Name: Jack P. Reily
Title: President

INFORMATION TRANSMISSION
SYSTEMS CORP.

By /s/ Robert M. Unetich
----------------------------------
Name: Robert M. Unetich
Title: President

THE SHAREHOLDERS'
REPRESENTATIVES:

/s/ Robert M. Unetich
-------------------------------------
Robert M. Unetich

/s/ Jeffrey M. Lynn
-------------------------------------
Jeffrey M. Lynn

/s/ Ronald W. Zborowski
-------------------------------------
Ronald W. Zborowski

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<PAGE>

EXHIBIT B

VOTING AGREEMENT

This VOTING AGREEMENT is made as of February 2, 1996, by and between
ADC Telecommunications, Inc., a Minnesota corporation ("ADC"), and ___________
_______ (the "Shareholder"). Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to them in the Merger Agreement (as
hereinafter defined).

WHEREAS, ADC, Pittsburgh Merger Sub, Inc., a Pennsylvania corporation
and a wholly owned subsidiary of ADC ("ADC Sub"), and Information Transmission
Systems Corp., a Pennsylvania corporation (the "Company"), have entered into an
Agreement and Plan of Merger, dated the date hereof (the "Merger Agreement"),
pursuant to which the parties have agreed to merge ADC Sub with and into the
Company and the Company Shareholders shall receive ADC Common Stock in exchange
for shares of Company Common Stock.

WHEREAS, ADC requires the execution of this Agreement by the
Shareholder as a condition to the execution of the Merger Agreement by ADC;

WHEREAS, Shareholder acknowledges that, as a holder of a significant
percentage of Company Common Stock, the execution of the Merger Agreement by ADC
will result in significant personal benefits to Shareholder sufficient to
constitute consideration for entering into this Agreement;

WHEREAS, ADC and Shareholder desire to enter into this Agreement for
the purpose of providing certain assurances relating to the terms and conditions
of the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:

Section 1. VOTE ON MERGER. Shareholder agrees to vote all of the
shares of Company Common Stock that Shareholder owns of record or beneficially
as of the date hereof (the "Shareholder Stock") in favor of approval of the
Merger and adoption of the Plan of Merger. Shareholder further agrees to vote
such Shareholder Stock against any Competing Transaction (as hereinafter
defined).

Section 2. SHAREHOLDER REPRESENTATIONS AND WARRANTIES. Shareholder
hereby represents and warrants to ADC that:

B-1
<PAGE>

(a) AUTHORITY; ENFORCEABILITY. Shareholder is an individual with the
requisite legal capacity and authority to execute and deliver this Agreement, to
perform his obligations under this Agreement and to consummate the transactions
contemplated by this Agreement. This Agreement has been duly executed and
delivered by Shareholder and, assuming the due authorization, execution and
delivery by ADC, constitutes a legal, valid and binding obligation of
Shareholder, enforceable against Shareholder in accordance with its terms.

(b) OWNERSHIP OF STOCK; TRANSFERABILITY. Shareholder represents that
he owns _______ shares of Company Common Stock as of the date of this Agreement
and agrees that all of such shares shall be voted in favor of approval of the
Merger and adoption of the Plan of Merger. Shareholder does not own any
options, warrants, convertible securities or other rights to acquire any other
shares of Company Common Stock. Shareholder has, and will have as of the
Effective Date, good title to all of the Shareholder Stock, free and clear of
all liens, security interests and encumbrances, or any restrictions on transfer,
other than those imposed by the Stock Redemption and Transfer Restriction
Agreement dated June 25, 1990 (the "Shareholders Agreement"). Shareholder
covenants that between the date hereof and the Effective Date, he will not sell,
transfer or otherwise dispose of Shareholder Stock and Shareholder will retain
the right to vote the Shareholder Stock except as provided in this Agreement.

Section 3. NO-SHOP COVENANT. Shareholder hereby covenants and agrees
that, until the earlier of (a) the termination of the Merger Agreement or
(b) the Effective Time, unless consented to in writing by ADC, Shareholder will
not, directly or indirectly, solicit or initiate any discussions or negotiations
with, or in any way participate in any negotiations with or provide any
information to or otherwise cooperate in any other way with, or facilitate or
encourage any effort to attempt to, or enter into any agreement or understanding
with, any person or group of persons (other than ADC and its directors,
officers, employees, representatives and agents), concerning any Competing
Transaction (as hereinafter defined), and will cause the employees, agents and
representatives (including any investment banker, financial advisor, attorney or
accountant) ("Agents") of Shareholder not to take any such action. Shareholder
shall promptly notify ADC if any inquiries, or proposals or requests for
information of a material nature concerning a Competing Transaction are received
by Shareholder; PROVIDED HOWEVER that, Shareholder shall not be obligated to
notify ADC of unsolicited inquiries, proposals or requests for information of a
material nature concerning a Competing Transaction as to which (i) Shareholder
has informed the inquirer that the Company has entered into the Merger Agreement
with ADC for the acquisition of the Company, that Shareholder is prohibited by
the terms thereof from entertaining any such inquiry and that Shareholder is
obligated to inform ADC of the inquirer's identity and the terms of any offer or
proposal, and (ii) the inquirer thereafter ceases its inquiry.

B-2
<PAGE>

For purposes of this Agreement, "Competing Transaction" shall mean any
of the following involving the Company or any of its subsidiaries (other than
the transactions contemplated by this Agreement or the Merger Agreement):
(i) any sale of stock, merger, consolidation, share exchange, business
combination or other similar transaction (including any tender offer or exchange
offer); (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition of twenty percent or more of the assets of the Company and its
subsidiaries, taken as a whole, in a single transaction or a series of related
transactions, except for sales of inventory in the ordinary course of business;
or (iii) any agreement, or public announcement by the Company of a proposal,
plan or intention, to do any of the foregoing.

Section 4. AFFIRMATIVE COVENANTS OF SHAREHOLDER. Shareholder hereby
covenants and agrees that, prior to the Effective Date, unless otherwise
expressly contemplated by this Agreement or the Merger Agreement or consented to
in writing by ADC, Shareholder will:

(a) use best efforts to cause the conditions set forth in Article VII
of the Merger Agreement to be satisfied as soon as practicable after the date of
this Agreement;

(b) not discourage the holders of Company Common Stock from voting in
favor of approval of the Merger and adoption of the Plan of Merger;

(c) take all actions necessary to terminate, conditioned upon the
consummation of the transactions contemplated by the Merger Agreement and to be
effective simultaneously with the Effective Date, the Shareholders Agreement,
and to waive any provisions in the Shareholders Agreement that might be
triggered or breached by the execution of the Merger Agreement, this Agreement
or any of the transactions contemplated thereby or hereby; and

(d) deliver to Buchanan Ingersoll, special counsel to the Company,
the representations set forth in EXHIBIT A to this Agreement at the time
requested by Buchanan Ingersoll in order to permit Buchanan Ingersoll to render
the legal opinion required by Section 7.02(g) of the Merger Agreement.

Section 5. REVIEW OF PROXY STATEMENT; WAIVER. The materials ADC and
the Company intend to provide to the Company's shareholders as part of the Proxy
Statement/Prospectus on Form S-4 under the Securities Act of 1933, as amended,
shall be reasonably acceptable to Shareholder. To this end, ADC shall provide
Shareholder the opportunity to review and comment upon the Proxy Statement a
reasonable time before its distribution to the Company's shareholders. In
consideration of these procedures, Shareholder agrees irrevocably to waive any
and all claims based on, relating to, or arising from the Proxy
Statement/Prospectus, including those under federal and state securities laws
and those based on any information included in, or omitted from, the Proxy
Statement/Prospectus;

B-3
<PAGE>

provided, however, that such waiver shall not apply to such claims that are
based on information provided by ADC for inclusion in the Proxy
Statement/Prospectus.

Section 6. ANNOUNCEMENTS CONCERNING THE MERGER. Shareholder will
not, without ADC's prior written consent, issue or cause to be issued any public
or general announcement or press release containing any information about the
Merger or the Merger Agreement, or the terms, conditions or other facts relating
thereto.

Section 7. NOTICE OF BREACH. From and after the date of this
Agreement until the earlier of (a) the termination of the Merger Agreement or
(b) the Effective Time, each party shall promptly, after acquiring knowledge of
any occurrence, non-occurrence or other event described in this Section 7,
notify the other party hereto of (i) the occurrence or non-occurrence of any
event the occurrence or non-occurrence of which would be likely to cause any
condition to the obligations of any party to effect the transactions
contemplated by this Agreement not to be satisfied, or (ii) the failure of the
Company, Shareholder or ADC, as the case may be, to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by it pursuant
to this Agreement which would be likely to result in any condition to the
obligations of any party to effect the transactions contemplated by this
Agreement not to be satisfied. The delivery of any notice pursuant to this
Section 8 shall not cure any breach of any representation or warranty requiring
disclosure of such matter prior to the date of this Agreement or otherwise limit
or affect the remedies available to the party receiving such notice.

Section 8. WAIVER OF SHAREHOLDERS AGREEMENT PROVISIONS. Shareholder
hereby waives, effective as of the Effective Time, all applicable transfer
restrictions, rights of first refusal and other restrictions set forth in the
Shareholders Agreement, to the extent necessary to permit the conversion of
shares of Company Common Stock to ADC Common Stock pursuant to the Merger free
and clear of any restrictions set forth in the Shareholders Agreement.

Section 9. TERMINATION OF AGREEMENT. This Agreement shall terminate
upon the termination of the Merger Agreement in accordance with its terms. In
the event of the termination of this Agreement and provided that each party
hereto has complied with the last sentence of Section 10(f) hereof, this
Agreement shall forthwith become void, there shall be no liability under this
Agreement on the part of ADC or its officers or directors, or Shareholder, and
all rights and obligations of the parties to this Agreement shall cease.

Section 10. MISCELLANEOUS.

(a) AMENDMENT AND WAIVER. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement shall be
effective unless such modification, amendment or waiver is approved in writing
by ADC and Shareholder. The failure of any party to enforce any of the
provisions of

B-4
<PAGE>

this Agreement shall in no way be construed as a waiver of such provisions and
shall not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.

(b) 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.

(c) ENTIRE AGREEMENT. Except as otherwise expressly set forth
herein, this document embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof 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.

(d) ASSIGNMENT. This Agreement shall not be assigned by any party,
by operation of law or otherwise, without the prior written consent of the other
party. Without limiting the foregoing, this Agreement shall be binding upon the
successors and assigns of the parties hereto.

(e) COUNTERPARTS. This Agreement may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.

(f) REMEDIES. Shareholder agrees that money damages would not be a
sufficient remedy for any breach of this Agreement by Shareholder, including the
failure to vote in favor of approval of the Merger and the adoption of the Plan
of Merger or a breach of the no-shop covenant in Section 3, and that, in
addition to all other available legal or equitable remedies, ADC shall be
entitled to equitable relief, including injunction and specific performance, for
any breach of the provisions of this Agreement by Shareholder, without proof of
actual damages or the posting of any bond. Such remedy shall not be deemed to
be the exclusive remedy for breach of this Agreement, but shall be in addition
to all other remedies available to ADC at law or equity. In the event that
either party initiates any proceeding to enforce the terms of this Agreement, to
recover damages for a breach hereof or otherwise settle any dispute under this
Agreement, the prevailing party in such proceeding shall be entitled to an award
of the costs and expenses of such proceeding, including the fees and expenses of
arbitrators and the out-of-pocket costs and expenses (including legal fees) of
the prevailing party.

B-5
<PAGE>

(g) NOTICES. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when personally delivered or
three days after being mailed, if mailed by first class mail, return receipt
requested, or when receipt is acknowledged, if sent by facsimile, telecopy or
other electronic transmission device. Notices, demands and communications to
ADC or Shareholder will, unless another address is specified in writing, be sent
to the address indicated below:

ADC's address is:

ADC Telecommunications, Inc.
4900 West 78th Street
Minneapolis, MN 55435
Attn: Office of the General Counsel
Facsimile: (612) 946-3209

If by hand delivery:
-------------------
ADC Telecommunications, Inc.
12501 Whitewater Drive
Minnetonka, MN 55343
Attn: Office of the General Counsel

With a copy to:

Dorsey & Whitney P.L.L.P.
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
Facsimile: (612) 340-8738
Attn: Robert A. Rosenbaum, Esq.

Shareholder's address is:
Robert M. Unetich
c/o Information Transmission Systems Corp.
375 Valley Brook Road
McMurray, PA 15317
Fax: (412) 941-5485

With a copy to:

Buchanan Ingersoll
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410

B-6
<PAGE>

Attn: James J. Barnes, Esq.

(h) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Pennsylvania, regardless
of the laws that might otherwise govern under applicable principles of conflicts
of laws.

(i) DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a part
of this Agreement. The use of the word "including" in this Agreement shall be
by means of example, rather than limitation.

* * * * *

B-7
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Voting
Agreement on the day and year first above written.

ADC TELECOMMUNICATIONS, INC.:

By /s/ Jack P. Reily
- ------------------------------
Name: Jack P. Reily
Its: Vice President

SHAREHOLDER:

/s/ [Shareholder]
- ------------------------------
[Shareholder]

B-8
<PAGE>

EXHIBIT C

FORM OF
ESCROW AGREEMENT

This ESCROW AGREEMENT, dated , 1996, is made by and
among ADC Telecommunications, Inc., a Minnesota corporation ("ADC"), Information
Transmission Systems Corp., a Pennsylvania corporation ("ITS"),
Robert M. Unetich, Jeffrey M. Lynn and Ronald W. Zborowski, acting solely in
their capacities as Shareholders' Representatives (the "Shareholders'
Representatives"), and First Trust National Association, a national banking
association, as escrow agent (the "Escrow Agent").

INTRODUCTION

A. ADC, ITS and the Shareholders' Representatives are parties to an
Agreement and Plan of Merger, dated January , 1996 (the "Agreement"), under
the terms of which ITS will merge with a wholly owned subsidiary of ADC (the
"Merger") and all outstanding shares of ITS Common Stock will be converted into
and become the right to receive a certain number of shares of Common Stock, $.01
par value, of ADC ("ADC Common Stock"). The Agreement provides for the
execution and delivery at the Effective Date of an escrow agreement and the
delivery of the Escrowed Shares (as hereinafter defined) to the Escrow Agent.
ADC and ITS have agreed that the execution and delivery of this Escrow Agreement
and the establishment of the Escrow Fund provided for herein shall satisfy the
obligations of the parties to execute and deliver such escrow agreement. As
hereafter provided, the Escrow Fund hereunder shall fund and be the sole source
of securing the indemnification rights contemplated by Section 10.02 of the
Agreement (the "Escrow Fund Indemnities"). All capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the
Agreement.

B. The Agreement also provides for the appointment of the Shareholders'
Representatives to act for and on behalf of the Company Shareholders following
the Merger. The appointment of the Shareholders' Representatives has been duly
approved by the Company Shareholders, and the Shareholders' Representatives have
been duly authorized to respond to the assertion of any and all claims for
indemnification by ADC pursuant to the terms of this Escrow Agreement and the
provisions of the Agreement pertaining thereto and to act for and on behalf of
the Company Shareholders with respect to this Escrow Agreement.

C. Subsequent to the Effective Date, the Escrow Fund shall be viewed as
owned by the Company Shareholders and it shall be maintained and operated in a
manner consistent with such ownership. The Escrow Agent will administer the
Escrow Fund as owned by such Company Shareholders.

C-1
<PAGE>

D. Pursuant to the Agreement, ADC, ITS and the Shareholders'
Representatives have agreed that ADC shall transfer to the Escrow Agent shares
of ADC Common Stock to be deposited at the Effective Date in escrow with the
Escrow Agent and held in accordance with the terms of this Escrow Agreement (the
"Escrowed Shares"). Accordingly, in consideration of consummating the
transactions contemplated by the Agreement, the covenants and agreements herein
set forth, and for other valuable consideration the receipt of which is hereby
acknowledged the parties further agree as follows:

1. APPOINTMENT AND AGREEMENT OF ESCROW AGENT. ADC and the Shareholders'
Representatives, on behalf of the Company Shareholders, hereby appoint First
Trust National Association, as, and First Trust National Association agrees to
perform the duties of, Escrow Agent under this Agreement. This Escrow Agreement
shall be administered at and the Escrow Fund held in Minneapolis, Minnesota, by
the Escrow Agent at 180 E. Fifth Street, St. Paul, Minnesota 55101.

2. AGREEMENT NOT LIMITED BY THIS ESCROW AGREEMENT. This Escrow Agreement
and the deposit of the Escrowed Shares are without prejudice to and are not in
limitation of, any obligations of ITS or the Company Shareholders to ADC in
respect of any of the covenants, representations or warranties of ITS contained
in the Agreement, EXCEPT insofar as the indemnity obligations of Section 10.02
are to be satisfied solely from the Escrow Fund.

3. ESTABLISHMENT OF ESCROW.

3.1. DELIVERY OF PROPERTY. (a) Simultaneously with the execution of
this Escrow Agreement, ADC and the Shareholders' Representatives, on behalf
of the Company Shareholders, have caused to be deposited with the Escrow
Agent certificates in negotiable form duly endorsed in blank representing
__________ shares of ADC Common Stock, pursuant to the formula set forth in
Section 2.02 of the Agreement.

(b) Together with the certificates representing the Escrowed Shares
transferred to the Escrow Agent, the Shareholders' Representatives have
delivered to the Escrow Agent duly executed stock powers (endorsed in
blank) with respect thereto (the "Stock Powers") with signatures guaranteed
by a bank or trust company or by a member firm of the New York Stock
Exchange, together with a list of the Company Shareholders, including their
tax I.D. numbers and addresses.

(c) The Escrow Fund shall be held and used only for the purposes of
funding the indemnity obligations set forth in Section 10.02 of the
Agreement.

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<PAGE>

3.2. RECEIPT. The Escrow Agent hereby acknowledges receipt of a fully
executed copy of the Agreement, the Escrowed Shares and the Stock Powers
and agrees to hold and disburse the Escrowed Shares in accordance with the
terms and conditions of this Escrow Agreement for the uses and purposes
stated herein.

3.3. VOTING RIGHTS OF ESCROWED SHARES. All voting rights with respect
to the Escrowed Shares shall be exercised by the Company Shareholders in
accordance with their proportionate interests therein, and the Escrow Agent
shall from time to time execute and deliver to the Company Shareholders
such proxies, consents or other documents as may be necessary to enable the
respective Company Shareholders to exercise such rights.

3.4. DIVIDENDS. Pending the disbursement of the Escrowed Shares
pursuant to this Escrow Agreement, the Escrow Agent shall hold the
certificates representing the Escrowed Shares in the Escrow Fund. All
dividends received with respect to Escrowed Shares shall be income for
tax purposes to the Company Shareholders and shall be distributed currently
by the Escrow Agent to the Company Shareholders in accordance with their
proportionate interests in the Escrowed Shares.

4. LIABILITIES COVERED. This Escrow Agreement has been executed and the
deposit of the Escrowed Shares hereunder has been made pursuant to Section 5.14
of the Agreement. The deposit of the Escrowed Shares in the Escrow Fund has
been made for the purpose of funding and securing, to the extent of the Escrowed
Shares, the Escrow Fund Indemnities until the later of the following: (i) one
year from the Effective Date, or (ii) with respect to any specific
representation or warranty in the Merger Agreement under which ADC shall have
made a claim for indemnification thereunder prior to the first anniversary of
the Effective Date and shall have provided notice of such claim to the Escrow
Agent as provided in Article 7 hereof and if such claim has not been completely
and finally resolved prior to the first anniversary of the Effective Date, the
period of time beyond the first anniversary of the Effective Date sufficient to
completely and finally resolve the claim relating to such representation or
warranty.

5. PROCEDURES FOR DISBURSEMENT OF THE ESCROW FUND TO ADC.

5.1. DISBURSEMENT OF THE ESCROW FUND. Whenever there shall be
delivered to the Escrow Agent (a) a certificate signed by ADC and the
Shareholders' Representatives certifying, or (b) a certified copy of a
final, non-appealable judgment of a court of competent jurisdiction
determining, that an amount is due to ADC pursuant to Article X of the
Agreement, the Escrow Agent shall, to the extent that the amount of
Escrowed Shares then held by it in the Escrow Fund shall be sufficient for
such purpose, promptly (and in no

C-3
<PAGE>

event later than five business days following receipt of either document
referred to in clauses (a) and (b) of this Section 5.1) cause certificates
representing Escrowed Shares having a value (based upon the ADC Measurement
Price) equal to such amount, and the duly executed Stock Powers with
respect to such certificates, with signatures guaranteed by a bank or trust
company or by a member firm of the New York Stock Exchange, to be delivered
to ADC.

5.2. NO FRACTIONAL SHARES. In the event of any disbursement of
Escrowed Shares pursuant to subparagraph 5.1, no fractional shares shall be
delivered, but rather the Escrow Agent shall adjust the amount of Escrowed
Shares to be delivered to ADC by rounding to the nearest whole share.

6. TERMINATION OF ESCROW.

(a) On the business day next following the first anniversary of the date
hereof (the "Termination Date"), the Escrow Agent shall deliver to the
Shareholders' Representatives, on behalf of the Company Shareholders, the
Escrowed Shares then held hereunder in the Escrow Fund; PROVIDED HOWEVER, that
there shall be deducted from the amount to be delivered to the Shareholders'
Representatives the Escrow Fund Reserved Amount (as defined in Section 7
hereof).

(b) This Escrow Agreement shall automatically terminate if and when all
the Escrowed Shares shall have been distributed by the Escrow Agent in
accordance with the terms of this Escrow Agreement.

7. RETENTION OF ESCROWED SHARES FOLLOWING THE TERMINATION DATE.

(a) In the event that, at the Termination Date, unresolved claims for
indemnification shall have been made pursuant to Article X of the Agreement,
then ADC may in good faith, at any time prior to the Termination Date, notify
the Escrow Agent to such effect in writing, which written notice shall describe
briefly the nature of each such claim, the facts and circumstances which give
rise to each such claim (the "Continuing Claim"), and the estimated amount,
based on the good faith judgment of ADC as determined solely by ADC, of the
potential liability with respect to each such claim, and the provisions of the
Agreement or this Escrow Agreement on which each such claim is based. ADC shall
promptly deliver to the Shareholders' Representatives a copy of such written
notice. The Escrow Agent shall have no obligation to verify that delivery of
such notice has been made by ADC to the Shareholders' Representatives, but
agrees to forward to the Shareholders' Representatives, promptly, by overnight
mail, a copy of the notice received by it. Certificates evidencing Escrowed
Shares having a value (based upon the ADC Measurement Price) equal to one
hundred fifty percent (150%) of the total

C-4
<PAGE>

of the amounts set forth in such written notice with respect to the claim or
claims described therein shall be set aside and retained (to the extent
available in the then remaining Escrowed Shares) by the Escrow Agent as a
reserve to cover such claim or claims (such certificates so set aside and
reserved, as reduced from time to time pursuant to the provisions of this
Section 7 or of Section 5.1 hereof, being herein called the "Escrow Fund
Reserved Amount").

(b) In the event that an Escrow Fund Reserved Amount has been established
pursuant to Section 7(a) hereof, the Shareholders' Representatives shall have
the opportunity, at any time after the establishment of the Escrow Fund Reserved
Amount, to provide a written request to the Escrow Agent and to ADC for a
reduction of the Escrowed Fund Reserved Amount based on the good faith belief of
the Shareholders' Representatives that the Escrow Fund Reserved Amount exceeds
one hundred fifty percent (150%) of the total amount necessary to satisfy any
Continuing Claim. The Shareholders' Representatives shall provide written
documentation supporting such request. Upon the written consent of ADC to such
request, the Escrow Agent shall release from the Escrow Fund certificates
evidencing Escrowed Shares having a value (based upon the ADC Measurement Price)
equal to the amount so requested by the Shareholders' Representatives. In the
event that ADC disputes the amount of any such requested reduction in the Escrow
Fund Reserved Amount, ADC and the Shareholders' Representatives shall make a
good faith effort to arrive at a mutual settlement of any such dispute. If such
dispute cannot be resolved, such dispute shall be settled by binding
arbitration. The arbitrator shall be a retired state or federal judge or an
attorney who has practiced securities or business litigation for at least 10
years. If the parties cannot agree on an arbitrator within 20 days, any party
may request that the chief judge of the District Court for Hennepin County,
Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the
provisions of this Agreement, and the commercial arbitration will be conducted
pursuant to the provisions of this Agreement, and the commercial arbitration
rules of the American Arbitration Association, unless such rules are
inconsistent with the provisions of this Agreement, but without submission of
the dispute to such association. Limited civil discovery shall be permitted for
the production of documents and taking of depositions. Unresolved discovery
disputes may be brought to the attention of the arbitrator who may dispose of
such dispute. The authority of the arbitrator shall be limited to a
determination of the proper amount by which the Escrow Fund Reserved Amount
shall be reduced. The Escrow Agent shall comply with the decision of the
arbitrator with respect to the amount of such reduction. The arbitrator may
also award to the prevailing party, if any, as determined by the arbitrator, all
of its costs and fees, including the arbitrator's fees, administrative fees,
travel expenses, out-of-pocket expenses and reasonable attorney's fees.
Judgment upon any such award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. Unless otherwise agreed by the parties, the
place of any arbitration proceedings shall be Hennepin County, Minnesota.

C-5
<PAGE>

8. NO TRANSFER OF ESCROWED SHARES. While any Escrowed Shares shall
continue to be held by the Escrow Agent, neither the Company Shareholders nor
the Shareholders' Representatives will transfer, sell, pledge, create a security
interest in or otherwise dispose of their rights to any of the Escrowed Shares,
or distributions with respect thereto.

9. THE ESCROW AGENT.

9.1. INDEMNIFICATION OF THE ESCROW AGENT. ADC and the Shareholders'
Representatives, on behalf of the Company Shareholders, jointly and
severally agree to indemnify and hold the Escrow Agent and its directors,
officers and employees harmless from and against any and all costs,
charges, damages, and attorneys' fees which the Escrow Agent in good faith
may incur or suffer in connection with or arising out of this Escrow
Agreement.

9.2. DUTIES OF THE ESCROW AGENT. The Escrow Agent shall have no
duties other than those expressly imposed on it herein and shall not be
liable for any act or omission, EXCEPT for its own negligence or willful
misconduct.

9.3. FEES OF THE ESCROW AGENT. The fees and charges of the Escrow
Agent (including its attorneys' fees and expenses) with respect to this
Agreement shall be paid equally by the Company Shareholders and ADC in
accordance with the Escrow Agent's customary fees as charged from time to
time. The Shareholders' Representatives, on behalf of the Company
Shareholders, agree that the Escrow Agent may deduct any unpaid fees due
from the Company Shareholders from the Escrowed Shares prior to the Escrow
Agent's distributing any assets in connection with the termination of the
Escrow Fund.

9.4. ESCROW AGENT TO FOLLOW INSTRUCTIONS OF ADC AND THE SHAREHOLDERS'
REPRESENTATIVES. Any provision herein to the contrary notwithstanding,
the Escrow Agent shall, at any time and from time to time, take such action
hereunder with respect to the Escrowed Shares as shall be agreed to in
writing by ADC and the Shareholders' Representatives.

9.5. RESIGNATION OF THE ESCROW AGENT. The Escrow Agent may resign at
any time by providing ADC and the Shareholders' Representatives with thirty
(30) days' written notice of its intention to do so; PROVIDED THAT a
successor Escrow Agent has been appointed. The Escrow Agent's resignation
shall be effective upon delivery of the Escrowed Shares to the successor
Escrow Agent and upon such successor assuming the obligations, rights and
duties of the Escrow Agent hereunder.

C-6
<PAGE>

10. OTHER PROVISIONS.

10.1. SECURITY INTEREST. (a) The Shareholders' Representatives,
on behalf of the Company Shareholders, hereby grant to ADC a first
priority, perfected security interest in the Escrowed Shares to secure
ADC's rights to indemnification under the Agreement and ADC's rights under
this Escrow Agreement. This Escrow Agreement shall constitute a security
agreement under applicable law.

(b) The parties agree that this security interest shall attach as of
the execution of this Escrow Agreement. The parties agree that, for the
purpose of perfecting ADC's security interest in the Escrowed Shares held
by the Escrow Agent pursuant to this Escrow Agreement, ADC designates the
Escrow Agent to acquire and maintain possession of the Escrowed Shares and
act as bailee for ADC with notice of ADC's security interest in said
property under the Uniform Commercial Code and that possession of the
Escrowed Shares by the Escrow Agent constitutes the Escrow Agent's
acknowledgement that it holds the Escrowed Shares for ADC for purposes of
perfecting this security interest. The Shareholders' Representatives and
the Escrow Agent shall take all other actions requested by ADC to maintain
the perfection and priority of this security interest in the Escrowed
Shares.

(c) ADC shall release the security interest herein granted, and the
security interest shall be terminated, to the extent of any disbursement of
Escrowed Shares hereunder by the Escrow Agent in accordance with the terms
of this Escrow Agreement. Upon final disbursement of any Escrowed Shares
to the Shareholders' Representatives, ADC shall do all acts and things
reasonably necessary to release and extinguish such security interest. The
Shareholders' Representatives, on behalf of the Company Shareholders, and
ADC hereby specifically agree and acknowledge that the grant of this
security interest pursuant to this Section 10.1 shall not in any way modify
the procedures that any of the Shareholders' Representatives, the Company
Shareholders and/or ADC must follow in order to obtain possession of any of
the Escrowed Shares from those procedures and rights expressly provided for
in this Escrow Agreement or in the Agreement.

10.2. NOTICES. All notices, demands and other communications to
be given or delivered under or by reason of the provisions of this
Agreement will be in writing and will be deemed to have been given when
personally delivered or three days after being mailed, if mailed by first
class mail, return receipt requested, or when receipt is acknowledged, if
sent by facsimile, telecopy or other electronic transmission device.
Notices, demands and communications to ADC, the Shareholders'
Representatives or the Escrow

C-7
<PAGE>

Agent will, unless another address is specified in writing, be sent to the
address indicated below; provided, that any communications to the Escrow
Agent directing it to make a disbursement from the Escrow Fund will be made
by the Escrow Agent only upon receipt of originally executed copies of such
communication:

(a) If to ADC:

ADC Telecommunications, Inc.
4900 West 78th Street
Minneapolis, MN 55435
Fax: (612) 946-3209

If by hand delivery:
-------------------
ADC Telecommunications, Inc.
12501 Whitewater Drive
Minnetonka, MN 55343
Attn: Office of the General Counsel

With a copy to:

Dorsey & Whitney P.L.L.P.
220 South Sixth Street
Minneapolis, Minnesota 55402
Fax (612) 340-8738
Attn: Robert A. Rosenbaum

(b) If to the Shareholder Representatives:

First Trust National Association
180 E. Fifth Street
St. Paul, Minnesota 55101.
Attn:

10.3. BENEFIT AND ASSIGNMENT. The rights and obligations of each
party under this Escrow Agreement may not be assigned without the prior
written consent of all other parties. This Escrow Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Nothing in this Escrow Agreement,
expressed or implied, is intended to or shall (i) confer on any person
other than the parties

C-8
<PAGE>

hereto, or their respective successors or assigns, any rights, remedies,
obligations or liabilities under or by reason of this Escrow Agreement, or
(ii) constitute the parties hereto as partners or participants in a joint
venture. The Escrow Agent shall not be obligated to recognize any such
succession or assignment, until satisfactory written evidence thereof shall
have been received by it.

10.4. ENTIRE AGREEMENT; AMENDMENT. This Escrow Agreement and the
Agreement contain all the terms agreed upon by the parties with respect to
the subject matter hereof. This Escrow Agreement may be amended only by a
written instrument signed by the party against which enforcement of any
waiver, change, modification, extension or discharge is sought. To the
extent that the provisions of the Merger Agreement may be inconsistent with
the provisions of this Agreement, the Merger Agreement will control.

10.5. HEADINGS. The headings of the sections and subsections of
this Escrow Agreement are for ease of reference only and shall not be
deemed to evidence or affect the meaning or construction of any of the
provisions hereof.

10.6. GOVERNING LAW. This Escrow Agreement shall be construed, as
to both validity and performance, enforced in accordance with and
interpreted and governed by the laws of the State of Minnesota.

10.7. ATTORNEYS' FEES. Should any litigation be commenced between
ADC and the Company Shareholders or the Shareholders' Representatives
concerning this Escrow Agreement or the rights and duties of any party in
relation thereto, the party prevailing in such litigation shall be
entitled, in addition to such other relief as may be granted, to a
reasonable sum as and for such party's attorneys' fees in such litigation
which, shall be determined by the court in such litigation or in a separate
action brought for that purpose.

10.8. COUNTERPARTS. This Escrow Agreement may be executed in
multiple counterparts, all of which taken together shall constitute one
instrument.

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<PAGE>

IN WITNESS WHEREOF, the Escrow Agent, ITS and ADC have caused this
Escrow Agreement to be executed on the date first written above by their
respective officers and Robert M. Unetich, Jeffrey M. Lynn and Ronald W.
Zborowski have executed this agreement, solely in their capacities as
Shareholders' Representatives, on the date first written above.

ADC TELECOMMUNICATIONS, INC.

By:
--------------------------------

Name:
------------------------------

Its:
-------------------------------

INFORMATION TRANSMISSION
SYSTEMS CORP.

By:
--------------------------------

Name:
------------------------------

Its:
-------------------------------

FIRST TRUST
NATIONAL ASSOCIATION

By:
--------------------------------

Name:
------------------------------

Its:
-------------------------------

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<PAGE>

THE SHAREHOLDERS'
REPRESENTATIVES:

-----------------------------------
Robert M. Unetich

-----------------------------------
Jeffrey M. Lynn

-----------------------------------
Ronald W. Zborowski

C-11
<PAGE>

EXHIBIT D
STATUTORY PROVISIONS CONCERNING DISSENTERS' RIGHTS
OF ITS SHAREHOLDERS

PENNSYLVANIA BUSINESS CORPORATION LAW OF 1988
SUBCHAPTER D - DISSENTERS RIGHTS

SECTION 1571 APPLICATION AND EFFECT OF SUBCHAPTER

(a) GENERAL RULE.--Except as otherwise provided in subsection (b), any
shareholder of a business corporation shall have the right to dissent from, and
to obtain payment of the fair value of his shares in the event of, any corporate
action or to otherwise obtain fair value for his shares, where this part
expressly provides that a shareholder shall have the rights and remedies
provided in this subchapter. See:

Section 1906(c) (relating to dissenters rights upon special treatment).

Section 1930 (relating to dissenters rights).

Section 1931(d) (relating to dissenters rights in share exchanges).

Section 1932(c) (relating to dissenters rights in asset transfers).

Section 1952(d) (relating to dissenters rights in division).

Section 1962(c) (relating to dissenters rights in conversion).

Section 2104(b) (relating to procedure).

Section 2324 (relating to corporation option where a restriction on transfer of
a security is held invalid).

Section 2325(b) (relating to minimum vote requirement).

Section 2704(c) (relating to dissenters rights upon election).

Section 2705(d) (relating to dissenters rights upon renewal of election).

Section 2907(a) (relating to proceedings to terminate breach of qualifying
conditions).

Section 7104(b)(3) (relating to procedure).

(b) EXCEPTIONS. --

(1) Except as otherwise provided in paragraph (2), the holders of the
shares of any class or series of shares that, at the record date fixed to
determine the shareholders entitled to notice of and to vote at the meeting
at which a plan specified in any of Section 1930, 1931(d), 1932(c) or
1952(d) is to be voted on, are either:

(i) listed on a national securities exchange, or

(ii) held of record by more than 2,000 shareholders;

D-1
<PAGE>

shall not have the right to obtain payment of the fair value of any such shares
under this subchapter.

(2) Paragraph (1) shall not apply to and dissenters rights shall be
available without regard to the exception provided in that paragraph in the
case of:

(i) Shares converted by a plan if the shares are not converted
solely into shares of the acquiring, surviving, new or other
corporation or solely into such shares and money in lieu of fractional
shares.

(ii) Shares of any preferred or special class unless the
articles, the plan or the terms of the transaction entitle all
shareholders of the class to vote thereon and require for the adoption
of the plan or the effectuation of the transaction the affirmative
vote of a majority of the consents cast by all shareholders of the
class.

(iii) Shares entitled to dissenters rights under section 1906(c)
(relating to dissenters' rights upon special treatment).

(3) The shareholders of a corporation that acquires by purchase,
lease, exchange or other disposition all or substantially all of the
shares, property or assets of another corporation by the issuance of
shares, obligations or otherwise, with or without assuming the liabilities
of the other corporation and with or without the intervention of another
corporation or other person, shall not be entitled to the rights and
remedies of dissenting shareholders provided in this subchapter regardless
of the fact, if it be the case, that the acquisition was accomplished by
the issuance of voting shares of the corporation to be outstanding
immediately after the acquisition sufficient to elect a majority or more of
the directors of the corporation.

(c) GRANT OF OPTIONAL DISSENTERS RIGHTS.--The bylaws or a resolution of
the board of directors may direct that all or a part of the shareholders shall
have dissenters rights in connection with any corporate action or other
transaction that would otherwise not entitle such shareholders to dissenters
rights.

(d) NOTICE OF DISSENTERS RIGHTS.--Unless otherwise provided by statute, if
a proposed corporate action that would give rise to dissenters rights under this
subpart is submitted to a vote at a meeting of shareholders, there shall be
included in or enclosed with the notice of meeting:

(1) a statement of the proposed action and a statement that the
shareholders have a right to dissent and obtain payment of the fair value
of their shares by complying with the terms of this subchapter; and

(2) a copy of this subchapter.

(e) OTHER STATUTES.--The procedures of this subchapter shall also be
applicable to any transaction described in any statute other than this part that
makes reference to this subchapter for the purpose of granting dissenters
rights.

(f) CERTAIN PROVISIONS OF ARTICLES INEFFECTIVE.--This subchapter may not
be relaxed by any provision of the articles.

(g) CROSS-REFERENCES.--See sections 1105 (relating to restriction on
equitable relief), 1904 (relating to de facto transaction doctrine abolished)
and 2512 (relating to dissenters rights procedure).

D-2
<PAGE>

SECTION 1572. DEFINITIONS

The following words and phrases when used in this subchapter shall have the
meanings given to them in this section unless the context clearly indicates
otherwise:

"CORPORATION." The issuer of the shares held or owned by the dissenter
before the corporate action or the successor by merger, consolidation, division,
conversion or otherwise of that issuer. A plan of division may designate which
of the resulting corporations is the successor corporation for the purposes of
this subchapter. The successor corporation in a division shall have sole
responsibility for payments to dissenters and other liabilities under this
subchapter except as otherwise provided in the plan of division.

"DISSENTER." A shareholder or beneficial owner who is entitled to and does
assert dissenters rights under this subchapter and who has performed every act
required up to the time involved for the assertion of those rights.

"FAIR VALUE." The fair value of shares immediately before the effectuation
of the corporate action to which the dissenter objects, taking into account all
relevant factors, but excluding any appreciation or depreciation in anticipation
of the corporate action.

"INTEREST." Interest from the effective date of the corporate action until
the date of payment at such rate as is fair and equitable under all the
circumstances, taking into account all relevant factors including the average
rate currently paid by the corporation on its principal bank loans.

SECTION 1573. RECORD AND BENEFICIAL HOLDERS AND OWNERS

(a) RECORD HOLDERS OF SHARES.--A record holder of shares of a business
corporation may assert dissenters rights as to fewer than all of the shares
registered in his name only if he dissents with respect to all the shares of the
same class or series beneficially owned by any one person and discloses the name
and address of the person or persons on whose behalf he dissents. In that
event, his rights shall be determined as if the shares as to which he has
dissented and his other shares were registered in the names of different
shareholders.

(b) BENEFICIAL OWNERS OF SHARES.--A beneficial owner of shares of a
business corporation who is not the record holder may assert dissenters' rights
with respect to shares held on his behalf and shall be treated as a dissenting
shareholder under the terms of this subchapter if he submits to the corporation
not later than the time of the assertion of dissenters rights a written consent
of the record holder. A beneficial owner may not dissent with respect to some
but less than all shares of the same class or series owned by the owner, whether
or not the shares so owned by him are registered in his name.

SECTION 1574. NOTICE OF INTENTION TO DISSENT

If the proposed corporate action is submitted to a vote at a meeting of
shareholders of a business corporation, any person who wishes to dissent and
obtain payment of the fair value of his shares must file with the corporation,
prior to the vote, a written notice of intention to demand that he be paid the
fair value for his shares if the proposed action is effectuated, must effect no
change in the beneficial ownership of his shares from the date of such filing
continuously through the effective date of the proposed action and must refrain
from voting his shares in approval of such action. A dissenter who fails in any
respect shall not acquire any right to payment of the fair value of his shares
under this subchapter. Neither a proxy nor a vote against the proposed
corporate action shall constitute the written notice required by this section.

D-3
<PAGE>

SECTION 1575. NOTICE TO DEMAND PAYMENT

(a) GENERAL RULE.--If the proposed corporate action is approved by the
required vote at a meeting of shareholders of a business corporation, the
corporation shall mail a further notice to all dissenters who gave due notice of
intention to demand payment of the fair value of their shares and who refrained
from voting in favor of the proposed action. If the proposed corporate action
is to be taken without a vote of shareholders, the corporation shall send to all
shareholders who are entitled to dissent and demand payment of the fair value of
their shares a notice of the adoption of the plan or other corporate action. In
either case, the notice shall:

(1) State where and when a demand for payment must be sent and
certificates for certificated shares must be deposited in order to obtain
payment.

(2) Inform holders of uncertificated shares to what extent transfer
of shares will be restricted from the time that demand for payment is
received.

(3) Supply a form for demanding payment that includes a request for
certification of the date on which the shareholder, or the person on whose
behalf the shareholder dissents, acquired beneficial ownership of the
shares.

(4) Be accompanied by a copy of this subchapter.

(b) TIME FOR RECEIPT OF DEMAND FOR PAYMENT.--The time set for receipt of
the demand and deposit of certificated shares shall be not less than 30 days
from the mailing of the notice.

SECTION 1576. FAILURE TO COMPLY WITH NOTICE TO DEMAND PAYMENT, ETC.

(a) EFFECT OF FAILURE OF SHAREHOLDER TO ACT.--A shareholder who fails to
timely demand payment, or fails (in the case of certificated shares) to timely
deposit certificates, as required by a notice pursuant to section 1575 (relating
to notice to demand payment) shall not have any right under this subchapter to
receive payment of the fair value of his shares.

(b) RESTRICTION ON UNCERTIFICATED SHARES.--If the shares are not
represented by certificates, the business corporation may restrict their
transfer from the time of receipt of demand for payment until effectuation of
the proposed corporate action or the release of restrictions under the terms of
section 1577(a) (relating to failure to effectuate corporate action).

(c) RIGHTS RETAINED BY SHAREHOLDER.--The dissenter shall retain all other
rights of a shareholder until those rights are modified by effectuation of the
proposed corporate action.

SECTION 1577. RELEASE OF RESTRICTIONS OR PAYMENT FOR SHARES

(a) FAILURE TO EFFECTUATE CORPORATE ACTION.--Within 60 days after the date
set for demanding payment and depositing certificates, if the business
corporation has not effectuated the proposed corporate action, it shall return
any certificates that have been deposited and release uncertificated shares from
any transfer restrictions imposed by reason of the demand for payment.

(b) RENEWAL OF NOTICE TO DEMAND PAYMENT.--When uncertificated shares have
been released from transfer restrictions and deposited certificates have been
returned, the corporation may at any later time send a new notice conforming to
the requirements of section 1575 (relating to notice to demand payment), with
like effect.

D-4
<PAGE>

(c) PAYMENT OF FAIR VALUE OF SHARES.--Promptly after effectuation of the
proposed corporate action, or upon timely receipt of demand for payment if the
corporate action has already been effectuated, the corporation shall either
remit to dissenters who have made demand and (if their shares are certificated)
have deposited their certificates the amount that the corporation estimates to
be the fair value of the shares, or give written notice that no remittance under
this section will be made. The remittance or notice shall be accompanied by:

(1) The closing balance sheet and statement of income of the issuer
of the shares held or owned by the dissenter for a fiscal year ending not
more than 16 months before the date of remittance or notice together with
the latest available interim financial statements.

(2) A statement of the corporation's estimate of the fair value of
the shares.

(3) A notice of the right of the dissenter to demand payment or
supplemental payment, as the case may be, accompanied by a copy of this
subchapter.

(d) FAILURE TO MAKE PAYMENT.--If the Company does not remit the amount of
its estimate of the fair value of the shares as provided by subsection (c), it
shall return any certificates that have been deposited and release
uncertificated shares from any transfer restrictions imposed by reason of the
demand for payment. The corporation may make a notation on any such certificate
or on the records of the corporation relating to any such uncertificated shares
that such demand has been made. If shares with respect to which notation has
been made shall be transferred, each new certificate issued therefor or the
records relating to any transferred uncertificated shares shall bear a similar
notation, together with the name of the original dissenting holder or owner of
such shares. A transferee of such shares shall not acquire by such transfer any
rights in the corporation other than those that the original dissenter had after
making demand for payment of their fair value.

SECTION 1578. ESTIMATE BY DISSENTER OF FAIR VALUE OF SHARES

(a) GENERAL RULE.--If the business corporation gives notice of its
estimate of the fair value of the shares, without remitting such amount, or
remits payment of its estimate of the fair value of a dissenter's shares as
permitted by section 1577(c) (relating to payment of fair value of shares) and
the dissenter believes that the amount stated or remitted is less than the fair
value of his shares, he may send to the corporation his own estimate of the fair
value of the shares, which shall be deemed a demand for payment of the amount or
the deficiency.

(b) EFFECT OF FAILURE TO RILE ESTIMATE.--Where the dissenter does not file
his own estimate under subsection (a) within 30 days after the mailing by the
corporation of its remittance or notice, the dissenter shall be entitled to no
more than the amount stated in the notice or remitted to him or her by the
corporation.

SECTION 1579. VALUATION PROCEEDINGS GENERALLY

(a) GENERAL RULE.--Within 60 days after the latest of:

(1) effectuation of the proposed corporate action;

(2) timely receipt of any demands for payment under section 1575
(relating to notice to demand payment); or

D-5
<PAGE>

(3) timely receipt of any estimates pursuant to section 1578
(relating to estimate by dissenter of fair value of shares);

if any demands for payment remain unsettled, the business corporation may
file in court an application for relief requesting that the fair value of the
shares be determined by the court.

(b) MANDATORY JOINDER OF DISSENTERS.--All dissenters, wherever residing,
whose demands have not been settled shall be made parties to the proceeding as
in an action against their shares. A copy of the application shall be served on
each such dissenter. If a dissenter is a nonresident, the copy may be served on
him in the manner provided or prescribed by or pursuant to 42 Pa.C.S. Ch. 53
(relating to bases of jurisdiction and interstate and international procedure).

(c) JURISDICTION OF THE COURT.--The jurisdiction of the court shall be
plenary and exclusive. The court may appoint an appraiser to receive evidence
and recommend a decision on the issue of fair value. The appraiser shall have
such power and authority as may be specified in the order of appointment or in
any amendment thereof.

(d) MEASURE OF RECOVERY.--Each dissenter who is made a party shall be
entitled to recover the amount by which the fair value of his shares is found to
exceed the amount, if any, previously remitted, plus interest.

(e) EFFECT OF CORPORATION'S FAILURE TO FILE APPLICATION.--If the
corporation fails to file an application as provided in subsection (a), any
dissenter who made a demand and who has not already settled his or her claim
against the corporation may do so in the name of the corporation at any time
within 30 days after the expiration of the 60-day period. If a dissenter does
not file an application within the 30-day period, each dissenter entitled to
file an application shall be paid the corporation's estimate of the fair value
of the shares and no more, and may bring an action to recover any amount not
previously remitted.

SECTION 1580. COSTS AND EXPENSES OF VALUATION PROCEEDINGS

(a) GENERAL RULE.--The costs and expenses of any proceeding under section
1579 (relating to valuation proceedings generally), including the reasonable
compensation and expenses of the appraiser appointed by the court, shall be
determined by the court and assessed against the business corporation except
that any part of the costs and expenses may be apportioned and assessed as the
court deems appropriate against all or some of the dissenters who are parties
and whose action in demanding supplemental payment under section 1578 (relating
to estimate by dissenter of fair value of shares) the court finds to be
dilatory, obdurate, arbitrary, vexatious or in bad faith.

(b) ASSESSMENT OF COUNSEL FEES AND EXPERT FEES WHERE LACK OF GOOD FAITH
APPEARS.--Fees and expenses of counsel and of experts for the respective parties
may be assessed as the court deems appropriate against the corporation and in
favor of any or all dissenters if the corporation failed to comply substantially
with the requirements of this subchapter and may be assessed against either the
corporation or a dissenter, in favor of any other party, if the court finds that
the party against whom the fees and expenses are assessed acted in bad faith or
in a dilatory, obdurate, arbitrary or vexatious manner in respect to the rights
provided by this subchapter.

(c) AWARD OF FEES FOR BENEFITS TO OTHER DISSENTERS.--If the court finds
that the services of counsel for any dissenter were of substantial benefit to
other dissenters similarly situated and should not be assessed against the
corporation, it may award to those counsel reasonable fees to be paid out of the
amounts awarded to the dissenters who were benefited.

D-6
<PAGE>

SECTION 1930. DISSENTERS RIGHTS

(a) GENERAL RULE.--If any shareholder of a domestic business corporation
that is to be a party to a merger or consolidation pursuant to a plan of merger
or consolidation objects to the plan of merger or consolidation and complies
with the provisions of Subchapter D of Chapter 15 (relating to dissenters
rights), the shareholder shall be entitled to the rights and remedies of
dissenting shareholders therein provided, if any. See also section 1906(c)
(relating to dissenters rights upon special treatment).

(b) PLANS ADOPTED BY DIRECTORS ONLY.--Except as otherwise provided
pursuant to section l571(c) (relating to grant of optional dissenters rights),
Subchapter D of Chapter 15 shall not apply to any of the shares of a corporation
that is a party to a merger or consolidation pursuant to section 1924(b)(1)(i)
(relating to adoption by board of directors).

(c) CROSS REFERENCES.--See sections 1571(b) (relating to exceptions) and
1904 (relating to de facto transaction doctrine abolished).

D-7
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
Article IX of the Bylaws of ADC provides that ADC shall indemnify officers and
directors to the extent permitted by Section 302A.521 as now enacted or
hereafter amended.

ADC also maintains an insurance policy or policies to assist in funding
indemnification of directors and officers for certain liabilities.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

2 Agreement and Plan of Merger, dated as of February 2, 1996,
by and among ADC Telecommunications, Inc., Pittsburgh Merger
Sub, Inc., Information Transmission Systems Corp. and Robert
M. Unetich, Jeffrey M. Lynn and Ronald W. Zborowski acting
in their capacity as Shareholders' Representatives (included
as Exhibit A to the Proxy Statement/Prospectus that forms a
part of this Registration Statement on Form S-4 (schedules
omitted--the Registrant agrees to furnish a copy of any
schedule to the Commission upon request)).

3.1 Restated Articles of Incorporation of ADC
Telecommunications, Inc., as amended to date. (Incorporated
by reference to Exhibit 4(b) of ADC's Registration Statement
on Form S-8 dated March 11, 1994, for ADC's 1994 Employee
Stock Purchase Plan, File No. 33-52635.)

3.2 Composite Restated Bylaws of ADC Telecommunications, Inc.,
as amended to date. (Incorporated by reference to Exhibit
3-b to ADC's Annual Report on Form 10-K for the fiscal year
ended October 31, 1989, File No. 0-1424.)

4.1 Specimen certificate for shares of Common Stock of ADC
Telecommunications, Inc. (Incorporated by reference to
Exhibit 4-a to ADC's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1989, File No. 0-1424.)

II-1
<PAGE>

*5 Opinion of Dorsey & Whitney P.L.L.P. regarding the validity
of ADC Telecommunications, Inc. Common Stock to be issued.

*8 Form of Opinion of Buchanan Ingersoll Professional
Corporation regarding certain tax matters relating to the
Merger.

23.1 Consent of Dorsey & Whitney P.L.L.P. (contained in
Exhibit 5).

**23.2 Consent of Buchanan Ingersoll Professional Corporation.

**23.3 Consent of Arthur Andersen LLP, as independent public
accountants to ADC.

**23.4 Consent of Arthur Andersen LLP, as independent public
accountants to ITS.

*24 Power of Attorney.

*99.1 Form of Proxy Cards for the Special Meeting.

99.2 Form of Voting Agreement (included as Exhibit B to the Proxy
Statement/Prospectus that forms a part of this Registration
Statement on Form S-4).

99.3 Form of Escrow Agreement (included as Exhibit C to the Proxy
Statement/Prospectus that forms a part of this Registration
Statement on Form S-4).
__________________

*Previously filed.
**Filed herewith.

(b) Financial Statement Schedules. (Incorporated by reference to Exhibit
27-a to ADC's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995, File No. 0-1424.)

THE FINANCIAL STATEMENT SCHEDULES INCORPORATED BY REFERENCE INTO THIS
REGISTRATION STATEMENT CONTAIN SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE AUDITED FINANCIAL STATEMENTS OF ADC, AND THE NOTES THERETO,
AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.

ITEM 22. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

II-2
<PAGE>

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)(1) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this Registration Statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

(2) The Registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as a part of an amendment to the Registration Statement and will not be used
until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(d) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the Prospectus pursuant
to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.

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<PAGE>

(e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Minnetonka, State of Minnesota, on February 21, 1996.

ADC TELECOMMUNICATIONS, INC.

By /s/William J. Cadogan
------------------------------------
William J. Cadogan
Chairman of the Board, President,
Chief Executive Officer and
Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

By /s/William J. Cadogan Dated: February 21, 1996
----------------------------------------
William J. Cadogan
Chairman of the Board, President,
Chief Executive Officer and
Chief Operating Officer
(principal executive officer)

By /s/Robert E. Switz Dated: February 21, 1996
----------------------------------------
Robert E. Switz
Vice President, Chief Financial Officer
(principal financial officer)

By /s/Charles T. Roehrick Dated: February 21, 1996
----------------------------------------
Charles T. Roehrick
Vice President and Controller
(principal accounting officer)

By * Dated: February 21, 1996
----------------------------------------
James C. Castle, Ph.D.
Director

By * Dated: February 21, 1996
----------------------------------------
Thomas E. Holloran
Director

By * Dated: February 21, 1996
----------------------------------------
B. Kristine Johnson
Director

II-5
<PAGE>

By * Dated: February 21, 1996
----------------------------------------
Charles W. Oswald
Director

By * Dated: February 21, 1996
----------------------------------------
Alan E. Ross
Director

By * Dated: February 21, 1996
----------------------------------------
Jean-Pierre Rosso
Director

By * Dated: February 21, 1996
----------------------------------------
Donald M. Sullivan
Director

By * Dated: February 21, 1996
----------------------------------------
Warde F. Wheaton
Director

By * Dated: February 21, 1996
----------------------------------------
John D. Wunsch
Director

*By /s/Robert E. Switz
----------------------------------------
Robert E. Switz
As Attorney-In-Fact

II-6
<PAGE>

EXHIBIT INDEX

Exhibit No. Exhibit Page
- ----------- ------- ----
2 Agreement and Plan of Merger, dated as of February
2, 1996, by and among ADC Telecommunications,
Inc., Pittsburgh Merger Sub, Inc., Information
Transmission Systems Corp. and Robert M. Unetich,
Jeffrey M. Lynn and Ronald W. Zborowski acting in
their capacity as Shareholders' Representatives
(included as Exhibit A to the Proxy
Statement/Prospectus that forms a part of this
Registration Statement on Form S-4 (schedules
omitted--the Registrant agrees to furnish a copy
of any schedule to the Commission upon request)).

3.1 Restated Articles of Incorporation of ADC
Telecommunications, Inc., as amended to date.
(Incorporated by reference to Exhibit 4(b) of
ADC's Registration Statement on Form S-8 dated
March 11, 1994, for ADC's 1994 Employee Stock
Purchase Plan, File No. 33-52635.)

3.2 Composite Restated Bylaws of ADC
Telecommunications, Inc., as amended to date.
(Incorporated by reference to Exhibit 3-b to ADC's
Annual Report on Form 10-K for the Fiscal year
ended October 31, 1989, File No. 0-1424.)

4.1 Specimen certificate for shares of Common Stock of
ADC Telecommunications, Inc. (Incorporated by
reference to Exhibit 4-a to ADC's Quarterly Report
on Form 10-Q for the quarter ended July 31, 1989,
File No. 0-1424).

*5 Opinion of Dorsey & Whitney P.L.L.P. regarding the
validity of ADC Telecommunications, Inc. Common
Stock to be issued.

*8 Form of Opinion of Buchanan Ingersoll Professional
Corporation regarding certain tax matters relating
to the Merger.

23.1 Consent of Dorsey & Whitney P.L.L.P. (contained in
Exhibit 5).

**23.2 Consent of Buchanan Ingersoll Professional
Corporation.

**23.3 Consent of Arthur Andersen LLP, as independent
public accountants to ADC.

**23.4 Consent of Arthur Andersen LLP, as independent
public accountants to ITS.

*24 Power of Attorney.

*99.1 Form of Proxy Cards for the Special Meeting.

99.2 Form of Voting Agreement (included as Exhibit B to
the Proxy Statement/Prospectus that forms a part
of this Registration Statement on Form S-4).
<PAGE>

99.3 Form of Escrow Agreement (included as Exhibit C to
the Proxy Statement/Prospectus that forms a part
of this Registration Statement on Form S-4).
__________________

*Previously filed.
**Filed herewith.

<PAGE>
EXHIBIT 23.2

[LETTERHEAD OF BUCHANAN INGERSOLL PROFESSIONAL CORPORATION]

February 20, 1996

Information Transmission Systems Corp.
375 Valley Brook Road
McMurray, PA 15317

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-4, File No. 333-
751 (the "Registration Statement") of ADC Telecommunications, Inc. ("ADC"), a
Minnesota corporation, relating to the merger of Pittsburgh Merger Sub, Inc., a
Pennsylvania corporation and a wholly owned subsidiary of ADC, with and into
Information Transmission Systems Corp. ("ITS"), a Pennsylvania corporation.

We have participated in the preparation of the discussion set forth under
the heading "THE MERGER--Certain Federal Income Tax Consequences" in the Proxy
Statement/Prospectus that is part of the Registration Statement and hereby
consent to the use of this opinion as Exhibit 8 to the Registration Statement
and to the reference to our firm under such heading and under the heading
"Legal Matters."

Very truly yours,

/s/ BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION

<PAGE>

EXHIBIT 23.3

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated December 13, 1995,
included in ADC Telecommunications, Inc.'s Form 10-K for the year ended October
31, 1995, and to all references to our Firm included in this registration
statement.

/s/ ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP

Minneapolis, Minnesota
February 20, 1996

<PAGE>

EXHIBIT 23.4

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of this
registration statement.

/s/ ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP

February 20, 1996