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                                  EXCERPT FROM
                                    MINUTES
                           BOARD OF DIRECTORS MEETING
                                AUGUST 19, 1991
                              TELCO SYSTEMS, INC.
                                        
         On motions duly made and seconded, the Board also unanimously approved
the following resolutions:

VOTED:            That the Corporation hereby amends paragraph 13 of its 1983
                  EMPLOYEE STOCK PURCHASE PLAN (relating to assignability of
                  rights under the Plan) by deleting the first sentence and
                  inserting the following new sentence:

                      'No rights of any employee under this Plan shall be
                      assignable by him or her, by operation of law, or
                      otherwise, except (a) to the extent that a member is
                      permitted to designate a beneficiary or beneficiaries as
                      provided above, or (b) by will or applicable laws of
                      descent and distribution if no such beneficiary is
                      designated.'

VOTED:            Regarding the Corporation's 1983 EMPLOYEE STOCK PURCHASE PLAN,
                  that the President or the Chief Financial Officer, with the
                  assistance of counsel, advise in writing those persons who may
                  be deemed to be Directors or Officers of the Corporation
                  within the meaning of Section 16(b) of the Securities Exchange
                  Act of 1934 and the rules and regulations thereunder of the
                  conditions required to be satisfied under S.E.C. Rule 16b-3 so
                  that transactions by such persons under said Plan shall be
                  exempt from Section 16(b).



                                  exhibit 10.4


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