EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT is made as of this 20th day of June, 2005, by

and between Bruce Bernstein (the "Employee"), and InterDigital Communications

Corporation, a corporation organized and existing under the laws of Commonwealth

of Pennsylvania (the "Company").



         WHEREAS, the Company is engaged in the business of design and

development of advanced wireless technologies and products that drive voice and

data communications and the licensing of wireless digital technology and

patents, as such business may be redefined from time to time and as further

described as such in the Company's then current Annual Report on Form 10-K (the

"Business").



         WHEREAS, the Company has offered Employee employment as General Patent

Counsel, and Employee is willing to accept such offer, as set forth in this

Agreement.



         NOW, THEREFORE, in consideration of the mutual covenants and

obligations contained herein, and intending to be legally bound, the parties,

subject to the terms and conditions set forth herein, agree as follows:



1.       Employment and Term. The Company hereby employs Employee and Employee

hereby accepts at-will employment with the Company, as General Patent Counsel of

the Company (such position, Employee's "Position") for a period commencing on

June 20, 2005, and continuing until employment hereunder is terminated pursuant

to the provisions of Section 9 hereof (the "Term").



2.        Duties. During the Term, Employee shall serve the Company faithfully

and to the best of his ability and shall devote his full time, attention, skill

and efforts to the performance of the duties required by or appropriate for his

Position. Employee agrees to assume such duties and responsibilities as may be

customarily incident to such position, and as may be assigned to Employee from

time to time by the Chief Executive Officer of the Company or his or her

designee. Employee shall report initially to the Chief Executive Officer of the

Company.



3.       Other Business Activities. During the Term, Employee will not, without

the prior written consent of the Company, directly or indirectly engage in any

other business activities or pursuits whatsoever, except (i) activities that do

not interfere with the timely completion of Employee's job duties or otherwise

conflict with or limit Employee's ability to serve the Company faithfully and to

the best of his ability, and (ii) activities in connection with any charitable

or civic activities, personal investments and serving as an executor, trustee or

in other similar fiduciary capacity; provided, such activities do not interfere

with his performance of his responsibilities and obligations pursuant to this

Agreement. Employee's engagement in such other activities shall, in each case,

be consistent with the Company's Code of Conduct.



4.       Compensation.



         A. Base Salary. The Company shall pay Employee, and Employee hereby

agrees to accept, as compensation for all services rendered hereunder and for

Employee's covenant not to compete covenants as provided for in Section 8

hereof, a base salary at the annual rate of Two Hundred Sixty Five Thousand

Dollars ($265,000.00) (subject to any upward adjustment from time to time in the

Company's sole discretion in accordance with Company compensation policies, the

"Base Salary"). The Base Salary shall be inclusive of all applicable income,

social security and other taxes and charges which are required by law to be

withheld by the Company or which are requested to be withheld by Employee, and

which shall be withheld and paid in accordance with the Company's normal payroll

practice for its similarly situated executive employees from time to time in

effect. Nothing in this provision shall be construed to alter Employee's status

as an employee at will.



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          B.        Signing Bonus. Employee shall be paid a signing bonus of Ten

Thousand Dollars ($10,000.00) to be paid with the first regular payroll

following Employee's date of hire.



          C.        Annual Incentive Bonus. Employee shall be eligible to

participate in the Company's Annual Employee Bonus Plan, as amended from time to

time (the "Bonus Plan"), commencing in 2005 on the terms and conditions no less

favorable than those provided to similarly situated executive employees.

Employee shall have an initial target bonus level of 40% of Base Salary, based

on the achievement of goals to be set by the Compensation Committee and Chief

Executive Officer in their sole discretion. The bonus shall be subject to the

terms of the Bonus Plan, as amended from time to time in the Company's sole

discretion.



          D.       Long Term Compensation Plan. Employee shall be eligible to

participate in the Company's Long-Term Compensation Plan ("LTCP"), as it may be

amended from time to time in the Company's sole discretion. Employee's initial

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