EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT is made as of this 17th day of April, 2000, by

and between MARK GERCENSTEIN, (the "Employee"), and InterDigital Communications

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

Commonwealth of Pennsylvania (the "Company").



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

marketing digital wireless telecommunications technologies and components

technologies for advanced wireless applications, including voice and high data

rate applications, and the licensing of wireless digital telephone technology

and patents, as such business may be redefined from time to time and 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 the Chief Executive

Officer of the Company and an appointment to the Company's Board of Directors,

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 employment with the Company, as Chief Executive Officer of the Company,

(such position, Employee's "Position") for a period commencing on April 17, 2000

and continuing until employment hereunder is terminated pursuant to the

provisions of Section 10 hereof (the "Term").



2. Duties. During the term of his employment, 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

reasonably assigned to Employee from time to time by the Board of Directors of

the Company. Employee shall report to the Chairman of the Board and the Board of

Directors of the Company. Only the Board of Directors shall have the authority

to terminate Employee's employment.



3. Director Position. Executive shall be appointed a director of the Company

promptly after Executive's commencement of employment with the Company as CEO,

and shall be nominated for election as a director at the 2000 Annual Meeting of

the Company's Shareholders. Executive agrees that, without further action or

acknowledgment by Executive or the Company, his position as a director shall

terminate upon Executive's termination of employment as set forth in Section 10

hereto.



{PAGE}



4. 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 activities in connection with

any charitable or civic activities, personal investments and serving as an

executor, trustee or in other similar fiduciary capacity; provided, however,

that such activities do not interfere with his performance of his

responsibilities and obligations pursuant to this Agreement.



5. 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 as provided for in Section 9 hereof, a base

salary at the annual rate of Three Hundred Fifty Thousand Dollars (subject to

any increase from time to time 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 employees from time to time in effect.



     B) Annual Incentive Bonus. Employee shall be eligible to participate in the

Company's Employee Incentive Bonus Plan, as amended from time to time (the "

Bonus Plan"), on the terms and conditions no less favorable than those provided

to the other Company senior and executive officers. For the Year 2000, Executive

shall have a target bonus level of $100,000 under the Bonus Plan, based on the

achievement of business and personal goals to be set by the Board of Directors.

For the Year 2001 and thereafter, Executive shall have a target bonus of 57% of

Executive's Base Salary under the Bonus Plan. The goals shall be consistent with

the goals set for other senior and executive officers. For all years, the

Company may pay up to 30% of the actual bonus achieved in restricted stock or

restricted stock units, with the remainder to be paid in cash. The bonus shall

be subject to the terms of the Bonus Plan, as amended from time to time. The

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