BETWEEN

                           SEVERANCE BENEFIT AGREEMENT

                                     BETWEEN

                     INTERDIGITAL COMMUNICATIONS CORPORATION

                                       AND

                               D. XXXXXXX XXXXXXXX






Xxxxxxxxx Benefit Agreement
D.  Xxxxxxx Xxxxxxxx
Page 2

                           Severance Benefit Agreement

         This Severance Benefit Agreement is made effective this 26th day of
April 1996 between InterDigital Communications Corporation, a Pennsylvania
corporation, located at 000 Xxxxx Xxxxxx, Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
("IDC") and D. Xxxxxxx Xxxxxxxx, an individual residing at 000 Xxxxx Xxxx,
Xxxxxxxx, Xxxxxxxxxxxx 00000 ("XXXXXXXX").

         WHEREAS, IDC desires to obtain certain benefits from the employment of
XXXXXXXX, which benefits would be enhanced through the assurance of financial
security provided by this Agreement; and

         WHEREAS, XXXXXXXX desires to accept the terms of this Agreement in
exchange for the disclosure of certain information and other valuable
consideration to be provided by XXXXXXXX during the term hereof.

         NOW, THEREFORE, in consideration of the promises and covenants
contained herein, the parties agree as follows:

1. Termination Other Than By Resignation, Death, Disability or Cause. If IDC
terminates XXXXXXXX'x employment for reasons other than his resignation or
death, disability or for cause, IDC shall continue to provide all salary and
related benefits as if XXXXXXXX were still in it's employ for the remaining term
of this Agreement, subject to the terms of Paragraph 1b below; the timing of all
payments and benefits shall also be on an "as if employed" basis. All stock
options shall continue to be treated during said remaining term as if XXXXXXXX
continued to be employed.

         a. Employment shall be deemed constructively terminated upon (i) any
significant adverse change in the nature or scope of authority resulting in a
reduction of base salary, (ii) any required geographic relocation outside the
present area in which based as a condition of continued employment.

         b. IDC's obligations under Paragraph 1 of this Agreement shall not be
triggered by any termination of XXXXXXXX'x employment hereunder, if: (i) such
termination occurs within ten (10) of the date hereof, and (ii) XXXXXXXX is
rehired within thirty (30) days of the date hereof, with retroactive effect to
the date of termination, and the terms are at least as favorable as those
existing at the date hereof, and (iii) XXXXXXXX'x employment and benefits are,
for all purposes, treated as if there were no break in employment.

2. Term. The term of this Agreement shall commence on the date hereof and
this Agreement shall expires eighteen (18) months from the date commenced.

3. Miscellaneous.

         a. This Agreement shall not be changed, modified, terminated, canceled
or amended except by a writing signed by each party to this Agreement.






Severance Benefit Agreement
D.  Xxxxxxx Xxxxxxxx
Page 2

         b. Any attempted assignment of this Agreement by any party without the
prior written consent of the other party shall be void and of no effect.

         c. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respect heirs, successors, executors and permitted
assigns.

         d. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes
all prior discussions, agreements and understandings of every kind and nature
between them with respect to the subject matter hereof.

         e. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute but one and the same instrument, and any
party hereto may execute this Agreement by signing any such counterpart.

         f. This Agreement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania, and the parties hereto irrevocably commit to the
jurisdiction of the Commonwealth of Pennsylvania and the venue of the courts of
Xxxxxxxxxx County in any action brought by the parties hereto concerning this
Agreement.

         g. The invalidity of any provision or provisions of this Agreement
shall not affect the other provisions, and this Agreement shall be construed in
all respects as if any invalid provisions were omitted.

         IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed this Agreement on the day and year first set forth above.


INTERDIGITAL COMMUNICATIONS
         CORPORATION


By: /s/ Xxxxxxx X. Xxxxx
    --------------------------------
       Xxxxxxx X. Xxxxx, President


D. XXXXXXX XXXXXXXX

/s/ D. Xxxxxxx Xxxxxxxx
------------------------------------