EXHIBIT 10.37

               AMENDMENT TO CABLE DESIGN TECHNOLOGIES CORPORATION
                    2001 LONG-TERM PERFORMANCE INCENTIVE PLAN

            The Cable Design Technologies Corporation 2001 Long-Term Performance
      Incentive Plan is amended as follows:

            1. The first sentence in Paragraph 4(b) is revised to read: "There
      may be issued under the Plan (as Restricted Stock, in payment of
      Performance Grants, pursuant to the exercise of Stock Options or Stock
      Appreciation Rights, or in payment of or pursuant to the exercise of such
      other Awards as the Committee, in its discretion, may determine) an
      aggregate of not more than 3,400,000 Common Shares (after the reverse
      stock split effective on July 15, 2004), subject to adjustment as provided
      in Paragraph 14.

            2. The second sentence of Paragraph 4(b) is revised to read: "In any
      one calendar year, the Committee shall not grant to any one participant
      options or SARs to purchase a number of shares of Common Stock, and shall
      not grant to any one participant Restricted Stock or Performance Grants,
      in excess of 400,000 shares."

            3. The first sentence of Paragraph 5(a) is revised to read: "The
      option price shall not be less than the fair market value of the Common
      Shares subject to such Option at the time the Option is granted, as
      determined by the Committee, and if an incentive stock option is granted
      to an employee who owns stock representing more than ten percent of the
      voting power of all classes of stock of the Company or any parent or
      subsidiary (a "Ten Percent Employee"), such option price shall not be less
      than 110% of such fair market value at the time the Option is granted."

            4. The following sentence is added at the end of Paragraph 6(d):
      "The exercise price of a Common Share subject to a Stock Appreciation
      Right shall not be less than the fair market value of a Common Share on
      the grant date."

            5. The last sentence in Paragraph 11 is revised to read:
      "Notwithstanding any contrary provision, without approval of shareholders,
      the Committee may not reprice Options or permit holders of Awards to
      surrender outstanding Awards in exchange for the grant of new Awards under
      the Plan."

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