Relm Wireless Corp – ‘DEFR14A’ on 7/17/98

As of:  Friday, 7/17/98   ·   Accession #:  950115-98-1280   ·   File #:  0-07336

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Additional Material                                   36    143K 

Document Table of Contents

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SCHEDULE 14A INFORMATION

 Proxy Statement Pursuant to Section 14(a) of the Securities
 Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant  [_]                                 

Check the appropriate box:                                                      

[_]    Preliminary Proxy Statement          [_]   Confidential, for Use of the  
                                                  Commission Only (as permitted)
                                       by Rule 14a-6(e)(2)
[ ]    Definitive Proxy Statement                                               

[X]    Definitive Additional Materials                                          

[_]    Soliciting Material Proxy Pursuant to Section 240.14a-11(c)              
or Section 240.14a-12                                             

 RELM WIRELESS CORPORATION
------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X]    No fee required.                                                         

[_]    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 

 (1) Title of each class of securities to which transaction applies:
      ------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:  
      ------------------------------------------------------------------------

  (3) Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
    the filing fee is calculated and state how it was determined):
      ------------------------------------------------------------------------

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(4) Proposed maximum aggregate value of transaction:              
      ------------------------------------------------------------------------

(5) Total fee paid:                                               
      ------------------------------------------------------------------------

[_]    Fee paid previously with preliminary materials.                          

[_]    Check box if any part of the fee is offset as provided by Exchange Act   
  Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration 
   statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:                                       
      ------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:                 
      ------------------------------------------------------------------------

(3) Filing Party:                                                 
      ------------------------------------------------------------------------

(4) Date Filed:                                                   
      ------------------------------------------------------------------------

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 RELM WIRELESS CORPORATION
 7505 Technology Drive
 West Melbourne, Florida 32904
----------------------------------

 NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
----------------------------------

The Annual Meeting of Shareholders (the "Meeting") of RELM Wireless   
Corporation, a Nevada corporation (the "Company"), will be held on Friday,      
August 21, 1998 at 9:00 a.m., local time, at the offices of RELM Communications,
Inc., 7505 Technology Drive, West Melbourne, Florida, for the following         
purposes:                                                                       

   1.   To elect seven (7) directors to hold office until the Annual Meeting
          of Shareholders in 1999 and until their respective successors are duly
elected and qualified;                                      

    2.   To consider and vote upon approval of the Company's 1997 Stock Option
Plan.                                                       

3.   To transact such other business as may properly come before the  
   Meeting and any and all adjournments and postponements thereof.

    The Board of Directors has fixed the close of business on July 10, 1998 as
the record date for the Meeting. Only shareholders of record at that time are   
entitled to notice of and to vote at the Meeting and any adjournment or         
postponement thereof.                                                           

   The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the accompanying Proxy Statement for further information   
with respect to the business to be transacted at the Meeting.                   

The Board of Directors urges you to date, sign and return the enclosed
proxy promptly. The return of the enclosed proxy will not affect your right to  
vote in person if you do attend the Meeting.                                    

                             By Order of the Board of Directors,

July 17, 1998                        William P. Kelly                           
   Secretary

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 RELM WIRELESS CORPORATION
 7505 Technology Drive
 West Melbourne, Florida 32904
----------------------------------

 PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS

 AUGUST 21, 1998
----------------------------------

INTRODUCTION

This Proxy Statement is being furnished to shareholders by the Board of         
Directors of RELM Wireless Corporation (formerly known as Adage, Inc.), a Nevada
corporation (the "Company"), in connection with the solicitation of the         
accompanying proxy (each a "Proxy" and collectively, "Proxies") for use at the  
Company's Annual Meeting of Shareholders (the "Meeting") which is scheduled to  
be held at 9:00 a.m., local time, on Friday, August 21, 1998 at the offices of  
RELM Communications, Inc., 7505 Technology Drive, West Melbourne, Florida, for  
the purposes set forth in the foregoing Notice of 1998 Annual Meeting of        
Shareholders (the "Notice") or any adjournment thereof.                         

The mailing address of the principal executive offices of the Company is 7505   
Technology Drive, West Melbourne, Florida 32904. This Proxy Statement and the   
accompanying Proxy and Annual Report to shareholders will first be sent or given
to shareholders on approximately July 17, 1998.                                 

VOTING SECURITIES AND SECURITY OWNERSHIP

Record Date and Voting Securities                                               

At the close of business on July 10, 1998, the record date fixed for the        
determination of shareholders entitled to notice of and to vote at the Meeting  
(the "Record Date"), there were outstanding 5,041,123 shares of the Company's   
Common Stock, $.60 par value per share (the "Common Stock"). Holders of Common  
Stock have one vote per share on each matter to be acted upon. Only holders of  
Common Stock (the "Shareholders") of record at the close of business on the     
Record Date will be entitled to vote at the Meeting and at any adjournment      
thereof. The presence, in person or by proxy, of Shareholders entitled to cast  
at least a majority of the votes that all Shareholders are entitled to cast at  
the Meeting shall constitute a quorum for the Meeting. On all matters brought   
before the Meeting each Shareholder shall be entitled to one vote for each share
such Shareholder is entitled to vote at the Meeting.                            

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Voting of Proxies                                                               

Shares of Common Stock represented by Proxies, which are properly executed, duly
returned and not revoked, will be voted in accordance with the directions       
contained therein. If no direction is given in the Proxy, the shares of Common  
Stock represented thereby will be voted: (i) for the election of each of the    
seven (7) nominees of the Board of Directors in the election of directors; (ii) 
for approval of the Company's 1997 Stock Option Plan; and (iii) on any other    
matter that may properly be brought before the Meeting in accordance with the   
judgment of the person or persons voting the Proxies.                           

The execution of a Proxy will in no way affect a Shareholder's right to attend  
the Meeting and to vote in person. Any Proxy executed and returned by a         
Shareholder may be revoked at any time thereafter if written notice of          
revocation is given to the Secretary of the Company prior to the vote to be     
taken at the Meeting, or by execution of a subsequent proxy that is presented   
before the Meeting, or if the Shareholder attends the Meeting and votes by      
ballot, except as to any matter or matters upon which a vote shall have cast    
pursuant to the authority conferred by such Proxy prior to such revocation. For 
purposes of determining the presence of a quorum for transacting business at the
Meeting, abstentions and nominee "non-votes" (i.e., proxies from brokers or     
nominees indicating that such persons have not received instructions from the   
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which brokers or nominees do not have discretionary power) will 
be treated as shares that are present but have not been voted.                  

Solicitation of Proxies                                                         

The cost of solicitation of the Proxies being solicited on behalf of the Board  
of Directors will be borne by the Company. In addition to the use of the mail,  
proxy solicitation may be made by telephone, telegraph and personal interview by
officers, directors and regular employees of the Company or its subsidiaries.   
The Company will, upon request, reimburse brokerage houses and persons holding  
Common Stock in the names of their nominees for their reasonable expenses in    
sending soliciting material to their principals.                                

Security Ownership of Certain Beneficial Owners and Management                  

The table below sets forth certain information as of July 10, 1998 regarding the
beneficial ownership, as defined in regulations of the Securities and Exchange  
Commission, of Common Stock of (i) each person who is known to the Company to be
the beneficial owner of more than 5% of the outstanding shares of the Company's 
Common Stock, (ii) each director and nominee for director of the Company, which 
includes Mr. Goebert, who, as the Company's President until December 1, 1997,   
was the only executive officer of the Company whose salary and bonus            
compensation exceeded $100,000 during 1997, and (iii) all directors and         
executive officers as a group. Unless                                           

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otherwise specified, the named beneficial owner has sole voting and             
investment power. The information in the table below was furnished by the       
persons listed                                                                  

                                                        [Enlarge/Download Table]

                                                             Amount Beneficially       Percent   
        Name of Beneficial Owner                                    Owned             of Class(1)
        ------------------------                         ---------------------------  -----------
                                                                                                 
Dimensional Fund Advisors                                        307,433(2)               6.1%   
   1299 Ocean Avenue, 11th Floor                                                                 
   Santa Monica, CA 90401                                                                        
Donald F.U. Goebert ....................................       1,534,763(3)(4)(5)        29.9%   
   400 Willowbrook Lane                                                                          
   West Chester, PA 19382                                                                        
Richard K. Laird .......................................               0                   *     
Ralph R. Whitney, Jr ...................................          51,187(5)                *     
Buck Scott .............................................          15,000(5)                *     
Joel A. Schleicher .....................................           8,124(5)                *     
James C. Gale ..........................................           9,166(5)                *     
George N. Benjamin, III ................................           7,183(5)                *     
Robert L. MacDonald ....................................           5,000(5)                *     
All executive officers and directors as a group                                                  
   (9 persons) .........................................       1,631,673(3)(4)(6)        31.5%   

-----------------------                                                         
*       Less than 1%                                                          

(1)  Based upon 5,041,123 outstanding shares as of July 10, 1998 and, with      
  respect to each holder of options exercisable within 60 days, the shares
represented by such options.                                          

(2)  According to the Schedule 13G filed by Dimensional Fund Advisors Inc. (the 
   "Reporting Person") dated February 6, 1997, the Reporting Person had sole
voting power with respect to 193,738 of the reported shares and sole  
    investment power with respect to 307,433 of the reported shares and all of
     the reported shares were owned by advisory clients of the Reporting Person.

(3)  Includes 85,942 shares owned by Chester County Fund, Inc., the majority    
shareholder of which is Mr. Goebert and 60,000 shares owned by a      
    partnership controlled by Mr. Goebert. Also includes 11,840 shares held in
trust for Mr. Goebert's children.                                     

(4)  Includes 23,366 shares held in a custodial account for the Company's       
   Employee Stock Purchase Program, of which Mr. Goebert is a Custodian, and
     789 shares held in a Trust under the Company's 401(k) Retirement-Investment
Plan, of which Mr. Goebert is a Trustee.                              

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(5)  Share ownership of the noted persons includes shares subject to immediately
exercisable options or options exercisable within 60 days as follows: 

Donald F. U. Goebert             100,000 shares;  
Ralph R. Whitney, Jr.              9,166 shares;  
Buck Scott                         5,000 shares;  
Joel A. Schleicher                 8,124 shares   
James C. Gale                      9,166 shares;  
George N. Benjamin, III            7,083 shares;  
Robert L. MacDonald                5,000 shares   

(6)  Includes an aggregate of 144,789 shares subject to immediately exercisable 
options held by executive officers and directors as a group.          

EXECUTIVE COMPENSATION

Summary Compensation Table                                                      

The following table sets forth certain information regarding compensation paid  
during each of the last three years to Messrs. Goebert and Laird, each of whom  
served as the Company's President and Chief Executive Officer during 1997. No   
other executive officer of the Company was paid salary and bonus compensation   
which exceeded $100,000 during 1997.                                            

                                                        [Enlarge/Download Table]


                                                                             Long-Term Compensation   
                                                                                     Awards           
                                                                          ----------------------------
                                            Annual Compensation                                       
                                   -------------------------------------                              
                                                                           Number of                  
                                                            Other Annual   Securities     All Other   
                                    Salary        Bonus     Compensation   Underlying    Compensation 
Name and Principal Position  Year    ($)           ($)         ($)(1)      Options(#)        ($)      
---------------------------  ----  -------      --------   -------------  -----------    -------------
                                                                                                      
Donald F. U. Goebert                                                                                  
President and CEO,                                                                                    
Chairman(2)                  1997  $150,000     $    --      $    --        $    --       $    --     
                             1996   150,000          --           --             --            --     
                             1995   150,000          --           --             --            --     

Richard K. Laird                                                                                      
President and CEO(2)(3)      1997    11,538          --           --             --            --     
                             1996        --          --           --             --            --     
                             1995        --          --           --             --            --     

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--------------------                                                            

(1)  Neither of the named executive officers received any other annual          
    compensation not categorized as salary or bonus except for perquisites and
other personal benefits which in the                                  

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   aggregate did not exceed the lesser of $50,000 or 10% of the total annual
salary and bonus reported for such named executive officer.           

(2)  Mr. Goebert served as President and CEO until December 1, 1997, when Mr.   
 Laird assumed the office of President and CEO. Mr. Goebert continues to
    serve as Chairman of the Board. Mr. Laird was employed at a salary rate of
   $200,000 per year, effective December 1, 1997. Effective January 1, 1998,
Mr. Goebert's salary as Chairman of the Board became $50,000 per year.

(3)  Under the terms of Mr. Laird's employment he was granted options under the 
Company's 1997 Stock Option Plan for the purchase of 100,000 shares of
   Common Stock upon the commencement of his employment and is to be granted
options for additional increments of 50,000 shares six months, twelve 
 months, eighteen months and twenty-four months thereafter. Such options
     will be granted at the then current market value of the shares. The options
   granted and to be granted will become exercisable as to increments of 25%
of the optioned shares on the first, second, third and fourth year    
anniversaries of the date of the grant. In the event of a change in   
  control, as defined in the Plan agreement, 50% of any otherwise unvested
options shall become vested and exercisable. Mr. Laird shall also be  
eligible to receive a bonus of up to 50% of his salary upon attaining 
   earnings per share and/or share price goals or other performance criteria
to be mutually agreed upon with the Board of Directors.               

Stock Option Grants                                                             

The following table contains information concerning the grant of stock options  
under the Company's 1997 Stock Option Plan to the executive officers named in   
the Summary Compensation Table above (the "Named Officers") during 1997.        

                                                        [Enlarge/Download Table]

                                               Option Grants in 1997                                                
                                                 Individual Grants                                                  

                                                                                              Potential Realizable  
                                                                                              Value (3) at Assumed  
                            Number of                                                        Annual Rates of Stock  
                           Securities            % of Total        Exercise                   Price Appreciation for
                           Underlying          Options Granted      or Base                       Option Term       
                         Options Granted       to Employees in      Price       Expiration   -----------------------
Name                   (# of Shares)(1)(2)          1997            ($/Sh)       Date(2)      5%($)(3)    10%($)(3) 
--------------------------------------------------------------------------------------------------------------------
                                                                                                                    
Donald F.U. Goebert            --                   --               --            --           --           --     
Richard K. Laird           100,000                 100             $6.25         12/01/07     $393,059    $996,089  

-------------------                                                             

(1)  These are options granted under the 1997 Stock Option Plan to acquire      
     shares of Common Stock. Options with respect to 64,000 shares are incentive
stock options ("ISOs") under ss.422                                   

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   of the Internal Revenue Code of 1986, as amended and options with respect
to 36,000 shares are non-qualified stock options. The options are     
exercisable with respect to increments of 25% of the optioned shares  
  (prorated among the ISOs and the non-qualified options) as of the first,
second, third and fourth anniversaries of the option grant date. These
options were granted at fair market value on the date of the grant.   
Shareholder approval of the 1997 Stock Option Plan is a proposal to be
considered at the Meeting. If the proposal is not approved by the     
shareholders, the 1997 Stock Option Plan will remain in effect and the
     options granted to Mr. Laird will remain outstanding under the Plan. Absent
  shareholder approval, all of such options shall be non-qualified options
 and none of the options granted thereunder to Mr. Laird will qualify as
   ISO's. In addition, shareholder approval is also required under the Rules
   of the National Association of Securities Dealers, Inc. (The "NASD") as a
condition to the listing of the subject shares with the NASDAQ.       

(2)  These options could expire earlier in certain situations.                  

(3)  The potential realizable value of the options, if any, granted in 1997 was 
  calculated by multiplying those options by the excess of (a) the assumed
   market value, at December 1, 2007, of Common Stock if the market value of
Common Stock were to increase 5% or 10% in each year of the option's  
    10-year term over (b) the base price shown. This calculation does not take
   into account any taxes or other expenses which might be owed. The assumed
     market value at a 5% assumed annual appreciation rate over the 10-year term
 is $10.18 and such value at a 10% assumed annual appreciation rate over
that term is $16.21. At $10.18 the total market value of the shares of
     Common Stock outstanding on March 31, 1998 would be $51,319,548 which would
   be an increase of $13,192,854 from the market value of such shares at the
   close of business on December 31, 1997. At $16.21, the total market value
of the shares of Common Stock outstanding on March 31, 1998 would be  
     $81,718,063 which would be an increase of $43,591,369 from the market value
  of such shares at the close of business on December 31, 1997. The 5% and
10% appreciation rates are set forth in the Securities and Exchange   
   Commission Rules and no representation is made that the Common Stock will
appreciate at these assumed rates or at all.                          

The Company does not currently have (and has not previously had) any plan       
pursuant to which any stock appreciation rights ("SARs") may be granted.        

Stock Option Exercises and Holdings                                             

The following table sets forth information relating to options exercised during 
1997 by each of the Named Officers and the number and value of options held on  
December 31, 1997 by such individuals.                                          

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                                                        [Enlarge/Download Table]

                     Aggregated Option Exercises in 1997 and Option Values at December 31, 1997                             

                              Shares                                                                                        
                             Acquired                                                                                       
                                on                               Number of Securities               Value of Unexercised    
                             Exercise           Value           Underlying Unexercised             In-the-Money Options at  
    Name                       (#)           Realized ($)     Options at Dec. 31, 1997(#)           Dec. 31, 1997 ($)(1)    
    ----                     --------       -------------    -----------------------------       ---------------------------
                                                             Exercisable     Unexercisable       Exercisable   Unexercisable
                                                             -----------     -------------       -----------   -------------

                                                                                                                            
Donald F. U. Goebert(2)         0               $ 0             87,500           12,500            $256,638       $ 36,663  
Richard K. Laird (3)            0                 0                  0          100,000                   0        131,300  

---------------                                                                 

(1)  Total value of unexercised options is based upon the difference between the
  last sales price of the Company's Common Stock on the NASDAQ on December
31, 1997, which was $7.563 per share, and the exercise price of the   
options, multiplied by the number of option shares.                   

(2)  Options granted under the Company's 1988 Stock Plan.                       

(3)  Options granted under the 1997 Stock Option Plan.                          

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION                  

The Company's compensation program for the Named Officers, as well as for its   
other executive officers, is administered by the Board of Directors with the    
advice and counsel of the Compensation Committee of the Board. The members of   
the Compensation Committee provide such advice and counsel through their        
participation as directors in meetings of the Board and as members of the       
Committee in meetings of the Committee held separate and apart from meetings of 
the Board. During 1997, the Compensation Committee, consisted of three outside  
directors, James C. Gale, Chairman, and George N. Benjamin, III., who are       
nominees for reelection as directors, and Joel A. Schleicher, whose term of     
office as a director will expire at the meeting The Compensation Committee did  
not hold any separate meetings during 1997.                                     

The principal actions taken by the Board with respect to executive              
compensation during 1997 were approval of the compensation package pursuant to  
which Mr. Laird was employed as President and Chief Executive Officer on        
December 1, 1997 and the approval of a change in the compensation of Mr. Goebert
for the year beginning January 1, 1998 to reflect the change in his             
responsibilities from Chairman of the Board, President and Chief Executive      
Officer to Chairman of the Board. All of the members of the Committee approved  
these actions and neither Mr. Laird nor Mr. Goebert participated in the Board   
action which affected his compensation.                                         

The Company's officer compensation is composed of base salary, incentive        
compensation in the form of an annual cash bonus and discretionary long-term    
incentive compensation in the form of stock                                     

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options. Each officer is also a participant in medical life insurance,          
non-contributory 401(k) and other plans which are generally made available to   
employees of the Company or of the business units managed by such officer.      

The Compensation Committee and the Board of Directors strive to offer to the    
Company's officers a compensation package consisting of base salary and         
incentive compensation which will attract, retain, motivate, and reward talented
executives. To achieve its objectives, the Committee and the Board evaluate the 
performance of the Company's officers and consider data on other companies in   
its industry which are comparable in size, location and financial performance.  
The Committee and the Board intend to base a significant portion of the         
compensation of senior executives upon the Company's financial success so that  
the Company's officers are rewarded on the same basis as the Company's          
shareholders.                                                                   

Consistent with the compensation objectives of the Committee and the Board, the 
use of stock options has been a material part of the compensation package for   
the Company's President and Chief Executive Officer. The compensation package   
agreed upon for the employment of Mr. Laird as President and Chief Executive    
Officer included, in addition to his salary, the grant to him, upon commencement
of employment, of an option under the Company's 1997 Stock Option Plan for the  
purchase of up to 100,000 shares of the Company's Common Stock, and for the     
grant to him of additional options for increments of up to 50,000 shares each   
six months, twelve months, eighteen months and twenty-four months thereafter.   
Such options will vest and become exercisable during his employment at the rate 
of 25% of the optioned shares on each of the first, second, third and fourth    
anniversaries of the grant date. Similarly, in 1994, Mr. Goebert, who served as 
President and Chief Executive Officer of the Company until December 1, 1997, was
granted options under the Company's 1988 Stock Plan for the purchase of 100,000 
shares which became vested and exercisable over a five year period. In light of 
the 1994 grants, the Committee determined for fiscal years since 1994 to        
maintain the 1994 level of base salary compensation for Mr. Goebert. Stock      
options, constituting a less material element of overall compensation, have also
been granted to William P. Kelly, the other executive officer of the Company,   
and to other key employees of the Company and its subsidiaries.                 

From time to time the Board, upon the recommendation of the Committee,          
implements bonus plans or grants discretionary bonus payments to its executive  
and other officers based upon performance criteria and the results of the       
Company's operations. It is the continuing philosophy of the Compensation       
Committee to include corporate goals, stock price, and financial results        
measured by return on shareholder equity as determinants of total executive     
compensation. The terms of Mr. Laird's employment provide for the payment of a  
bonus of up to 50% of his salary based upon earnings and/or share price goals or
other performance criteria to be mutually agreed upon with the Board of         
Directors.                                                                      

The Internal Revenue Code provides that publicly-held corporations may not      
deduct, for federal income tax purposes, non-performance based compensation for 
its chief executive officer and certain other executive officers to the extent  
that such compensation exceeds $1,000,000 for the executive. The Compensation   
Committee and the Board intend to take such actions as are appropriate to       
qualify compensation paid to executives for deductibility under these recent    
amendments. In this regard, base salary and bonus levels are expected to remain 
well below the $1,000,000 limitation in the foreseeable future. Options granted 
under the Company's Stock Option Plans are designed to constitute               
performance-based compensation, which would not be included in calculating      
compensation for purposes of the $1,000,000 limitation.                         

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 Members of the Compensation Committee

James C. Gale, Chairman        George N. Benjamin, III        Joel A. Schleicher

Compensation Committee Interlocks and Insider Participation                     

During 1997, the Compensation Committee of the Company's Board of Directors was 
composed of independent, outside directors, Messrs. Gale, Benjamin and          
Schleicher. As noted above, the Company's compensation program for its          
executives is administered by the Board of Directors with the advice and counsel
of the Compensation Committee. As a result, Messrs. Goebert and Laird provide   
input to the deliberations by the Committee and the Board concerning executive  
compensation. Neither Mr. Goebert nor Mr. Laird, each of whom is a director of  
the Company, voted as a member of the Board in the Board action which affected  
his compensation.                                                               

 STOCK PERFORMANCE GRAPH

The graph below compares the five-year cumulative total shareholder return on   
the Company's Common Stock with the five-year cumulative total return of the    
Nasdaq Stock Index, U.S. ("Nasdaq") and the Nasdaq non-financial stocks index   
("Composite").                                                                  

 [GRAPHIC]

In the printed document, there is a line chart representing the following:

Annual Returns Endings
December 31,

              NASDAQ               COMPOSITE                    RELM
1992                   100                      100                        100  
1993              114.7932              115.4545052                 112.195122  
1994              112.2085              111.0153274                95.12195122  
1995              158.6839              154.7107292                82.92682927  
1996              195.1942              187.9706742                65.85365854  
1997              239.6321              220.7663684                147.5707317  

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 PROPOSAL 1: ELECTION OF DIRECTORS

Nominees for Election                                                           

In accordance with the By-Laws of the Company, the Board of Directors has       
determined the size of the Board at seven directors commencing with the election
of directors at the meeting. At the Meeting, the shareholders will elect seven  
directors to hold office until the Annual Meeting of Shareholders in 1999, and  
until their respective successors are duly elected and qualified. Unless        
contrary instructions are given, the shares represented by a properly executed  
proxy will be voted "FOR" the election of the of the following nominees. Donald 
F.U. Goebert; Richard K. Laird; Buck Scott; Robert L. MacDonald; Ralph R.       
Whitney, Jr.; James C. Gale; and George N. Benjamin, III. All of the nominees   
are presently members of the Board of Directors of the Company. Joel A.         
Schleicher, who is presently a director, has declined to be nominated for       
reelection because of other business and scheduling commitments.                

The Board of Directors believes that the nominees will be able to serve as      
directors. If any nominee is unable to serve, the person's name in the enclosed 
proxy will vote the shares they represent for the election of such other person 
as the Board of Directors may recommend, unless the Board of Directors reduces  
the number of directors.                                                        

Set forth below is certain information concerning the nominees for election     
as directors:                                                                   

                                                        [Enlarge/Download Table]

                                     Principal Occupation                                                    
          Name             Age      During Past Five Years                      Directorships                
          ----             ---      ----------------------                      -------------                
                                                                                                             

Donald F.U. Goebert         61  President, Chester County Fund, Inc.          Progress Financial Corporation;
                                since 1968; Chairman of the Board of          Investors Insurance Group, Inc.
                                Directors of Company and its                                                 
                                predecessor since March 1968;                                                
                                President of the Company's                                                   
                                predecessor from March 1968 to                                               
                                October 1988 and President and                                               
                                CEO of the Company April 1993                                                
                                to December 1997.                                                            

Richard K. Laird            50  President and CEO of the Company since                                       
                                December 1997; Executive Vice President and                                  
                                Chief Operating Officer of Antec Corp. From                                  
                                January 1994 to December 1996; Chairman and                                  
                                CEO of Keptel Inc. 1983 to January 1994.                                     
                                Director since December 1997.                                                

Buck Scott                  68  Private investor since January 1995;                                         
                                President of Electrical Energy Enterprises,                                  
                                Inc. from 1991 through 1994.  Director of                                    
                                Company since 1980 (including its                                            
                                predecessor).                                                                

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Robert L. MacDonald         70  Retired, Director of Financial Aid Wharton                                   
                                Graduate Division and Lecturer in                                            
                                Management, Wharton School, University of                                    
                                Pennsylvania 1953 to March 1993.  Director                                   
                                of Company since February 1991.                                              

Ralph R. Whitney, Jr.       63  President and CEO of Hammond Kennedy Whitney  IFR Systems, Inc.; Excel       
                                & Co., Inc. since January, 1971; Director of  Industries, Inc.; Baldwin      
                                Company since January 1992.                   Technologies Inc.; Control     
                                                                              Devices, Inc.; Selas           
                                                                              Corporation of America         

James C. Gale               48  Managing Director of Gruntal & Co., LLC from  Latshaw Enterprises, Inc.      
                                1991 to present. Director of                                                 
                                Company since October 1993.                                                  

George N. Benjamin, III     60  President of BICC Brand-Rex since September                                  
                                1997; Vice President, BICC Cables Corp.                                      
                                Since September, 1997; Management Consultant                                 
                                of Trig Systems, LLC since July 1987;                                        
                                President and CEO of Tie/Communications,                                     
                                Inc. from April 1992 to November 1995; Group                                 
                                Vice President of The Marmon Group, Inc.                                     
                                prior to April 1992; Director since January                                  
                                1996.                                                                        

Required Vote                                                                   

The directors are to be elected by the affirmative vote of the holders of a     
plurality of the shares entitled to vote and present in person or represented by
proxy at the Meeting. Nominee holders that do not receive instructions are      
entitled to vote in the Election of Directors. Votes withheld from the Election 
of Directors will have no effect, because they will not represent votes cast at 
the Meeting for the purpose of electing directors.                              

Recommendation of the Board of Directors                                        

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE      
NOMINEES AS DIRECTORS.                                                          

Meetings and Committees of the Board of Directors                               

The Board of Directors has a Compensation Committee and an Audit Committee.     
The Company does not have an Executive Committee or Nominating Committee.       

Messrs. Gale, Schleicher and Benjamin served as members of the Compensation     
Committee during 1997. The primary function of the Compensation Committee is    
compensation review with respect to the principal executive officers of the     
Company. The members of the Compensation Committee provide advice and counsel to
the Board of Directors through their participation as directors in meetings of  
the Board and as members of the Committee in meetings of the Committee held     
separate and apart from the meetings of the Board. The Compensation Committee   
also serves as the Committee which administers the Company's 1996 Stock Option  
Plan for Non-Employee Directors                                                 

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(the "1996 Director Plan") and 1997 Stock Option Plan. The Compensation         
Committee did not hold any separate meetings during 1997.                       

Messrs. Scott, MacDonald, Whitney, Gale and Schleicher served as members of the 
Audit Committee during 1997. The primary function of the Audit Committee is to  
meet with the Company's independent public accountants, counsel and management  
to discuss the scope and results of the annual audit, internal accounting       
procedures and certain other questions of accounting policy. The Audit Committee
held 2 meetings during 1997. At its 1997 meetings, the Committee considered and 
recommended to the Board of Directors the replacement of the firm of MacDade    
Abbott LLP with Ernst & Young LLP as the Company's auditors. The Board adopted  
the recommendation of the Committee.                                            

The Board of Directors held 6 meetings in 1997. No member of the Board of       
Directors attended fewer than 75% of the aggregate of the total number of       
meetings of the Board of Directors and the total number of meetings held by all 
committees of the Board of Directors on which such director served.             

Compensation of Directors                                                       

During 1997 the Company paid to each of its non-employee directors meeting fees 
of $1,000 for attendance at each Board meeting and $500 for attendance at each  
meeting of any committee of the Board of Directors which is not held in         
conjunction with a meeting of the Board. Beginning with the 1997 fiscal year, as
a result of approval by the shareholders of the 1996 Director Plan, compensation
for non-employee directors was modified to provide for the grant of stock       
options in lieu of a quarterly retainer for service as a director. Pursuant to  
the terms of the 1996 Director Plan, beginning in 1997, a grant of a stock      
option for the purchase of 5,000 shares is made to each non-employee director on
the date of each annual meeting of shareholders at which such person is elected 
or reelected as a director (or if such annual meeting has not been held by June 
30 of such year such grant is made as of such June 30 to each such person who   
has been a non-employee director for at least three months). Such options are   
granted at an exercise price equal to the fair market value of the Common Stock 
on the date of grant, become fully exercisable eleven months after the date of  
the grant or, if earlier, upon a change of control as defined in the Plan and   
expire five years from the date of the grant or earlier in the event service as 
a director ceases. Such options were granted to the Company's non-employee      
directors as of June 30, 1997 at an exercise price of $4.06 per share and as of 
June 30, 1998 at an exercise price of $3.06 per share.                          

CERTAIN TRANSACTIONS

The Company leased its headquarters and a manufacturing facility from entities  
owned principally by Messrs. Goebert and Scott during 1997. The lease was       
terminated on June 5, 1997 concurrently with the sale of the Allister assets    
referred to in the following paragraph. Rentals under these leases were $83,000 
for the year ended December 31, 1997.                                           

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On June 5, 1997 the Company sold all of the assets of its specialty             
manufacturing subsidiary, Allister Manufacturing Company, Inc. ("Allister") to  
c.p. Allstar Corporation ("Allstar"), a corporation owned by Robert T. Holland, 
who was until that date a director and executive officer of the Company.        
Allister was primarily engaged in the manufacturing of automatic garage door and
gate control systems. For the fiscal years ended December 31, 1994, 1995 and    
1996 Allister had incurred operating losses of $395,000, $898,000 and $715,000, 
respectively. Under the terms of the Asset Purchase Agreement dated April 22,   
1997 (the "Agreement") between Allister and Allstar the assets of Allister were 
purchased for an aggregate purchase price, after adjustments of $1,946,000 which
was paid at closing by payment in cash of $1,592,000 and delivery to the Company
of 83,327 shares of Common Stock and options for the purchase of 75,000 shares  
of Common Stock at an agreed upon aggregate value of $696,029 based upon the    
book value of the shares on the date of the Agreement. and the possible future  
value of the options. The approximate book value and the market value of the    
Common Stock on the date of the Agreement were $5.60 per share and $3.625 per   
share, respectively, and the average exercise price under the options was $4.63 
per share. The pre-adjustment purchase price of $1,800,000 was based upon an    
assumed closing date net book value of $2,700,000 and adjusted to increase or   
decrease the purchase price from $1,800,000 on a dollar for dollar basis to the 
extent that the closing date net book value was greater than or less than       
$2,700,000 and to increase or decrease the purchase price by any decrease or    
increase in earnings before interest, taxes, depreciation and amortization for  
the period from March 1, 1997 until June 5, 1997, the date of closing of the    
purchase transaction. The Company's basis in the net assets was $3,763,681 and  
the purchase price was determined by the Board of Directors based upon net book 
value of tangible assets, less a discount. During 1996 the Board of Directors   
determined to divest the Company of its specialty manufacturing and recycled    
paper manufacturing subsidiaries in order to concentrate the Company's          
management and financial resources on its principal business, the manufacture   
and sale of wireless communications products. The sale of the assets of Allister
resulted in the disposition of the Company's specialty manufacturing business.  
On June 16, 1997, the Company sold Fort Orange Paper Co., Inc., its recycled    
paper manufacturing subsidiary to an unaffiliated third party.                  

During 1997 the Board of Directors approved the sale to affiliates of Mr.       
Goebert of the real estate which consisted of most of the remaining assets of   
the Company's commercial real estate operations, which the Company elected to   
discontinue in 1994. These properties constituted land located in the Naaman's  
Creek Center. Four of the properties were sold during 1997 for an aggregate     
purchase price, after adjustment of $1,733,000 which was paid at closing by     
payment in cash of $1,533,000 and delivery to the Company of a seven year, 7%   
promissory note in the amount of $200,000. The Company's cost basis in these    
properties was $1,965,114 and the purchase price was determined based upon their
market value as determined by independent appraisal. In April, 1998 an          
additional property was sold for $549,000. The remaining property is expected to
be sold during April, 1998. The Company's basis in these properties is          
approximately the same as the selling price.                                    

In general, the Company believes that the terms of the transaction described in 
this section are at least as favorable as those that might have been obtained   
from unaffiliated third parties.                                                

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PROPOSAL 2: APPROVAL OF 1997 STOCK OPTION PLAN

The Company's 1997 Stock Option Plan (the "1997 Plan") which was approved by the
Company's Board of Directors as of October 13, 1997 and amended as of June 23,  
1998, has been recommended for shareholder approval by a unanimous resolution of
the Board. The 1997 Plan is a successor plan to the Company's previous 1988     
Stock Plan (the "1988 Plan") which expired on January 27, 1997. A summary of the
principal features of the 1997 Plan is provided below, but such summary is      
qualified in its entirety by reference to the full text of the 1997 Plan which  
is included as Appendix A to this Proxy Statement.                              

Purposes                                                                        

The purposes of the 1997 Plan, like those of the 1988 Plan, are to closely      
associate the economic interests of employees of the Company and its            
subsidiaries with the economic interests of the shareholders of the Company, to 
promote the success of the Company's business, maintain competitive compensation
levels for the employees, and to provide an incentive to the employees to       
continue in the employment of the Company. As amended, the 1997 Plan limits the 
persons who shall be eligible to receive options thereunder to employees of the 
Company and its subsidiaries. The 1988 Plan and the 1997 Plan as originally     
adopted, also permitted the granting of options to non-employee directors. No   
options had been granted to non-employee directors under either the 1988 Plan or
the 1997 Plan. Since the beginning of the 1997 fiscal year, non-employee        
directors have been eligible to receive options under the 1996 Director Plan.   
The Board of Directors believes that the 1988 Plan has been effective in        
accomplishing its intended purposes.                                            

ISO's and Nonqualified Options                                                  

The 1997 Plan is intended to qualify as a tax qualified incentive stock option  
plan under which tax qualified incentive stock options ("ISO's"), as described  
in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),   
may be granted to employees. To the extent the 1997 Plan applies to employees to
whom the Committee, as hereinafter defined, intends to grant options which are  
not intended to be ISO's ("nonqualified options"), the 1997 Plan is intended to 
be a nonqualified stock option plan under Section 83 of the Code. If the 1997   
Plan is not adopted by the shareholders by October 13, 1998, it shall remain in 
effect, but all options granted thereunder, or to be granted thereunder, shall  
be nonqualified stock options.                                                  

Shares                                                                          

The 1997 Plan provides that options may be granted for the purchase of up to a  
maximum of 1,500,000 shares of Common Stock. As of June 12, 1998, options for an
aggregate of 150,000 shares had been granted and 1,350,000 shares remained      
available for options to be granted under the 1997 Plan. All of the options     
which have been granted under the Plan were granted to Mr. Laird as a part of   
the compensation package pursuant to which he was initially employed by the     
Company in 1997 as its Chief Executive Officer. See "Report of the Compensation 
Committee on Executive Compensation."                                           

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Under the terms of the 1997 Plan, the number of shares available for options and
the number of shares subject to any then outstanding option (and the price of   
the shares under any such outstanding option) shall be adjusted for any increase
or decrease in the number of issued shares of the Common Stock resulting from a 
subdivision or consolidation of shares or the payment of a stock dividend (but  
only on the Common Stock) or any other increase or decrease in the number of    
such shares effected without receipt of consideration by the Company. In the    
event of a proposed sale of all of the assets of the Company, or the merger of  
the Company with or into another corporation, an outstanding option shall be    
assumed or an equivalent option shall be substituted by such successor          
corporation or its parent or subsidiary, unless it does not agree to assume the 
option or substitute an equivalent option, in which case such option shall be   
exercisable (without vesting restrictions) through the date of such sale or     
merger, thereafter, the option shall terminate.                                 

Administration                                                                  

The 1997 Plan is administered by the Compensation Committee of the Board of     
Directors which is a committee appointed by the Board of Directors (the         
"Committee") consisting of two or more members of the Board of Directors who are
"non-employee directors" as defined in Rule 16b-3, implementing the Securities  
Exchange Act of 1934, as amended. Generally, a "non-employee director" is a     
director who: (i) is not currently an officer of the Company or a parent or     
subsidiary of the Company, or is otherwise currently employed by the Company or 
a parent or subsidiary of the Company; (ii) does not receive compensation       
directly or indirectly from the Company or a parent or subsidiary of the Company
for services rendered as a consultant or in a capacity other than as a director,
except for an amount that does not require proxy statement disclosure; (iii)    
does not possess an interest in any other transaction with the Company or a     
parent or subsidiary of the Company that requires proxy statement disclosure;   
and (iv) is not engaged in any business relationship with respect to the Company
or a parent or subsidiary of the Company which requires proxy statement         
disclosure. In accordance with the terms of the 1997 Plan, the Committee, in its
sole discretion, but subject to the terms of the Plan, shall have the authority:
to grant options to employees in such amount and on such terms as it shall      
determine; to impose limitations, restrictions and conditions upon the award of 
any option, provided in the case of a grant of an option to an employee that is 
intended to be an ISO, such limitations, restrictions and conditions are        
consistent with Section 422 of the Code; and to interpret the Plan and take     
other actions necessary or appropriate for the implementation and administration
of the Plan.                                                                    

Amendment of the Incentive Plan                                                 

The 1997 Plan may be amended at any time, and from time to time, by the Board of
Directors. The Board of Directors may not, however, amend the Plan without      
shareholder approval if such amendment would: (i) increase the number of shares 
subject to the Plan; (ii) extend the period during which any option may be      
exercised; or (iii) extend the term of the Plan. The Committee at the written   
request of an optionee may, in its discretion, take such actions as may be      
necessary to convert such optionee's ISO into a nonqualified option at any time 
prior to the expiration of such option including, but not limited to, extending 
the exercise period or reducing the exercise price of the appropriate           
installments of such options.                                                   

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Eligibility                                                                     

The persons who shall be eligible to receive options under the 1997 Plan shall  
include any employee of the Company or a subsidiary of the Company, including,  
but not limited to employees who are also officers or directors of the Company  
or a subsidiary of the Company. The approximate number of all employees which   
the Board of Directors believes are eligible to participate in the 1997 Plan is 
approximately 210 persons, provided that the Committee shall have the discretion
to select optionees from among such employees.                                  

Effective Date and Termination                                                  

The 1997 Plan was adopted by the Board of Directors on October 13, 1997. Unless 
the Plan is terminated earlier by the Board of Directors, no award of an Option 
shall be made after the date which is ten years after the date the Plan was     
adopted by the Board of Directors. Termination of the 1997 Plan will not        
adversely affect any rights under any then outstanding option.                  

Options and Option Agreements                                                   

The Committee may, from time to time and subject to its provisions of the Plan, 
grant to any employee one or more options under the 1997 Plan. The grant of an  
option shall be evidenced by a written option agreement stating the number of   
shares subject to the option and stating whether, and to the extent that, the   
option is intended to be an ISO or a nonqualified option. Options shall be      
evidenced by agreements in such form as the Committee shall from time to time   
approve which shall comply with the following terms:                            

(i)  Number of Shares. Each option shall state the number of shares to
          which it pertains. If the aggregate fair market value of the shares of
        stock (determined as of the time of the grant) with respect to which
   ISO's are exercisable for the first time by the optionee in any
        calendar year (under all plans of the Company) exceeds $100,000 then
         only the first $100,000 of options shall be ISO's and any excess over
$100,000 shall be non-qualified options.                    

     (ii) Option Price. Each option shall state the option price with respect to
    an ISO, the option price shall not be less than 100% of the fair
          market value of the shares of Common Stock on the date of the granting
         of the option; provided, however, that if an ISO option is granted to
          an optionee who, at the time of the grant, is the owner (as determined
       under the Code) of Common Stock of the Company possessing more than
        10% of the total voting power of all classes of stock of the Company
          (a "more than 10% owner"), then the option price for such ISO shall be
        not less than 110% of the fair market value of the fair market value
    of the shares of Common Stock on the date of the granting of the
         option. With respect to a nonqualified option, the option price shall
        be no less than the lesser of the book value per share as of the end
of the fiscal                                               

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       year immediately preceding the date of the grant or 50% of the fair
    market value on the date of the grant. While transactions in the
          Common Stock are reported on the Nasdaq, the "fair market value" shall
be the last reported sale price on the date of the grant.   

   (iii) Manner of Payment. Upon the exercise of an option, the optionee shall
          pay to the Company, at the Committee's discretion: (a) the cost of the
         shares in cash; (b) in exchange for shares of Common Stock previously
          acquired by the optionee that at the time of such exercise have a fair
  market value equal to the exercise price; (c) by delivery of a
          personal recourse note bearing interest payable not less than annually
 at no less than 100% of the lowest applicable federal rate as
      specified by the Code and the Internal Revenue Service; or (d) any
combination of the foregoing.                               

     (iv) Term and Exercise of Options. Each option shall specify the dates upon
          which it can be exercised and the maximum number of shares that can be
        purchased on such dates. The term of an option shall be no more than
        ten years from the date of the grant, provided, however, that no ISO
        granted to a more than 10% owner shall be exercisable more than five
         (5) years after the date such option was granted. During the lifetime
         of the optionee, the option shall be exercisable only by the optionee
          and shall not be assignable or transferable by the optionee, nor shall
         any other person acquire any rights therein. In the event an optionee
       shall terminate his employment with the Company such optionee shall
          have the right to exercise any then exercisable ISO at any time within
      the earlier of the remaining term of the option or sixty (60) days
       prior to the date of such termination (or such shorter period as is
       specified by the Committee in the option agreement). If an optionee
       shall become disabled or die while in the employ of the Company and
          shall not have fully exercised any ISO, such ISO shall be exercisable,
          to the extent otherwise then currently exercisable, at any time within
         180 days after the optionee's death (in the case of disability by the
          optionee or in the case of death by the personal representative of the
         optionee or by the holder thereof who has obtained the same under the
          applicable laws of descent and distribution). In the case of the death
    or disability of an optionee holding a non-qualified option such
       option may be exercised, to the extent exercisable at death, at any
time during the remaining term of the option.               

(v)  Adjustment in Number and Price of Shares; Restrictions on Certain
          Shares. The number and price subject to any option shall be subject to
        adjustment and/or substitution or set forth above under "Shares" The
          shares of Common Stock issued to an optionee pursuant to the 1997 Plan
      shall be subject to any and all federal and state securities laws,
   rules and regulations generally applicable to the Common Stock,
       including without limitation, any restrictions on the sale or other
          transfer of the shares. Any certificate representing such shares shall
     contain a restrictive legend evidencing the existence of any such
restrictions.                                               

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Federal Income Tax Consequences                                                 

The following discussion of the federal income tax consequences of the 1997     
Plan is intended to be a summary of applicable federal income tax law. State and
local tax consequences may differ. Because the federal income tax rules         
governing options are complex and subject to frequent change, participants are  
advised to consult their tax advisors prior to exercise of options or           
dispositions of stock acquired pursuant to an option exercise.                  

Options granted under the 1997 Plan that are intended to qualify as ISO's       
must comply with the requirements of Section 422 of the Code.                   

An optionee is not taxed upon the grant or exercise of an ISO, however, the     
difference between the fair market value of the shares on the exercise date     
will, however, be an item of adjustment for purposes of the alternative minimum 
tax. If an optionee holds the shares acquired upon the exercise of an ISO for at
least two (2) years following the date of the grant of the option and at least  
one year following the exercise of the option, the optionee's gain, if any, by a
subsequent disposition of such shares will be treated as long-term capital gain 
for federal income tax purposes. The measure of the gain is the difference      
between the proceeds received on disposition and the optionee's basis in the    
shares (which generally equals the exercise price). If the optionee disposes of 
shares acquired pursuant to exercise of an ISO before satisfying the one-and-two
year holding periods described above, the optionee will recognize both ordinary 
income and capital gain in the year of disposition. The amount of the ordinary  
income will be the lesser of: (i) the amount realized on disposition less the   
optionee's adjusted basis in the shares (usually the option exercise price); or 
(ii) the difference between the fair market value of the shares on the exercise 
date and the option price. The balance of the consideration received on such    
disposition will be long-term capital gain if the shares had been held for at   
least one year following exercise of the incentive stock option. The Company is 
not entitled to an income tax deduction on the grant or the exercise of an ISO  
or on the optionee's disposition of the shares after satisfying the holding     
period requirement described above. If the holding periods are not satisfied,   
the Company will be entitled to an income tax deduction in the year the optionee
disposes of the shares, in an amount equal to the ordinary income recognized by 
the optionee.                                                                   

In the case of a nonqualified option, an optionee is not taxed on the grant of a
nonqualified option. Upon exercise, however, the participant recognizes ordinary
income equal to the difference between the option price and the fair market     
value of the shares on the date of the exercise. The Company is entitled to an  
income tax deduction in the year of exercise in the amount recognized by the    
Optionee of the ordinary income. Any gain on subsequent disposition of the      
shares is long-term capital gain if the shares are held for at least one year   
following the exercise. The Company does not receive an income tax deduction for
this gain.                                                                      

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Required Vote                                                                   

Assuming the presence of a quorum at the Meeting, the affirmative vote of the   
holders of a majority of the shares voting on the proposal at the Meeting is    
required for approval of the 1997 Plan. An abstention, withholding of authority 
to vote or a nominee non-vote, therefore, will have the same effect as a        
negative vote.                                                                  

Recommendation of the Board of Directors                                        

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE 1997 STOCK   
OPTION PLAN.                                                                    

 INFORMATION CONCERNING INDEPENDENT AUDITORS

The firm of Ernst & Young LLP ("Ernst & Young") served as independent auditors  
for the Company's 1997 fiscal year and has been engaged by the Board of         
Directors as independent auditors for the Company's current fiscal year.        
Representatives of Ernst & Young are expected to be present at the Meeting and  
will have the opportunity to make a statement if they so desire and will be     
available to respond to appropriate questions.                                  

The financial statements of the Company for its 1996 fiscal year were audited by
the firm of MacDade Abbott LLP ("MacDade"). Effective November 13, 1997 the     
Company engaged Ernst & Young as its independent auditors for its 1997 fiscal   
year. The decision to change certifying accountants was approved by the Board of
Directors acting upon the recommendation of the Audit Committee. During the two 
most recent fiscal years which were audited by MacDade and during each          
subsequent interim period, MacDade's reports on the Company's financial         
statements contained no adverse opinion or disclaimer of opinion nor were any of
the opinions contained therein qualified or modified as to uncertainty, audit   
scope, or accounting principles, neither was there any disagreement between the 
Company and MacDade on any matter of accounting principles or practices,        
financial statement disclosure or auditing scope or procedure, which            
disagreement, if not resolved to the satisfaction of MacDade, would have caused 
MacDade to make reference to the subject matter of disagreement in connection   
with MacDade's report.                                                          

During the Company's two most recent fiscal years and each subsequent interim   
period preceding the date of engagement of Ernst & Young, the Company did not   
engage Ernst & Young as a consultant with respect to any matter or otherwise    
engage the services of Ernst & Young. The Company's engagement of Ernst & Young 
replacing MacDade was previously reported in its Form 8-K/A Current Report dated
December 2, 1997 filed with the Securities and Exchange Commission.             

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 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's     
officers and directors and persons who own more than 10% of the Company's Common
Stock (collectively, the "Reporting Persons") to file reports of ownership and  
changes in ownership with the Securities and Exchange Commission and to furnish 
the Company with copies of these reports. Based on the Company's review of the  
copies of these reports received by it, and from written representations        
received from the Reporting Persons, the Company believes that, with the        
exception of the filing by William P. Kelly and Richard K. Laird, in each case, 
of an initial statement of beneficial ownership more than ten days after his    
appointment as an executive officer of the Company, all filings required to be  
made by the Reporting Persons for the period January 1, 1997 through December   
31, 1997 were made on a timely basis.                                           

 SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the annual meeting of     
shareholders in 1999 must be received by the Company at its principal office in 
West Melbourne, Florida, no later than March 17, 1999 in order to be considered 
for inclusion in the Company's Proxy Statement and form of proxy relating to    
that meeting.                                                                   

 OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors knows of no      
matters other than the Election of Directors and approval of the 1997 Stock     
Option Plan which will be presented for consideration at the Meeting. If any    
other matter or matters are properly brought before the Meeting or any          
adjournment thereof, the persons named in the accompanying Proxy will have      
discretionary authority to vote, or otherwise act, with respect to such matters 
in accordance with their judgment.                                              

ANNUAL REPORT ON FORM 10-K

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS PROXY  
STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,  
AS FILED WITH THE SEC FOR ITS MOST RECENT FISCAL YEAR, SUCH WRITTEN REQUESTS    
SHOULD BE DIRECTED TO WILLIAM P. KELLY, VICE PRESIDENT OF FINANCE, OF THE       
COMPANY, AT THE ADDRESS OF THE COMPANY APPEARING ON THE FIRST PAGE OF THIS PROXY
STATEMENT.                                                                      

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APPENDIX A

 RELM WIRELESS CORPORATION
1997 STOCK OPTION PLAN
(As amended June 23, 1998)

 ARTICLE I
 GENERAL

1.01 Purpose. The purposes of this Stock Option Plan are to:                    

(a) closely associate the economic interests of the Employees of the            
Company with the economic interests of the shareholders of the Company;         

(b) promote the success of the Company's business;                              

(c) maintain competitive compensation levels for the Employees of the           
Company; and                                                                    

(d) provide an incentive to the Employees of the Company to continue in the     
employment or service of the Company.                                           

1.02 Construction. The Plan (and the Options granted hereunder), as it applies  
to Options granted to Employees of the Company, is intended to qualify as a tax 
qualified, incentive stock option plan, and to be described under Code Section  
422 and Regulations issued thereunder. To the extent the Plan (and the Options  
granted hereunder) applies to Employees to whom the Committee intends to grant  
nonqualified stock options, the Plan is intended to be a nonqualified, stock    
option plan under Code Section 83 and Regulations issued thereunder. The Plan,  
and the Options granted hereunder, shall be interpreted and construed to achieve
the intended purpose.                                                           

1.03 Effective Date. The Plan is effective as of October 13, 1997.              

ARTICLE II
 DEFINITIONS

As used in the Plan, capitalized words in the Plan shall be defined as follows: 

2.01 "Beneficiary" means the person designated in the last will and testament   
of the Optionee as the beneficiary of the Optionee with respect to the Option.  
In the absence of such designation, the beneficiary of the Optionee shall be    
determined under the laws of descent and distribution of the state of domicile  
of the Optionee at the time of the Optionee's death.                            

2.02 "Board" means the Board of Directors of the Company.                     

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2.03 "Code" means the Internal Revenue Code of 1986, as amended from time to    
time.                                                                           

2.04 "Committee" means the Compensation Committee of the Board which is a       
committee of two or more members of the Board who are Non-Employee Directors.   
The Committee shall administer the Plan in accordance with Section 3.01 below.  

2.05 "Common Stock" means the voting common stock of the Company.               

2.06 "Company" means RELM Wireless Corporation, a Nevada corporation, its       
parents (if any), and any present or future subsidiaries.                       

2.07 "Employee" means a common law employee of the Company, or any subsidiary   
of the Company, including, but not limited to common law employees who are also 
officers or directors of the Company .                                          

2.08 "Grant Date" means the date an Option is granted to an Employee and shall  
mean the date selected by the Committee as of which the Committee allots a      
specific number of Shares to an Optionee pursuant to the Plan.                  

2.09 "Non- Employee Director" means a member of the Board who is a              
"non-employee director" as defined in Rule 16b-3 implementing the Securities    
Exchange Act of 1934, as amended.                                               

2.10 "Option" means the stock option granted pursuant to the Plan, which if     
granted to an Employee may be designated as being intended to qualify as a tax  
qualified, incentive stock option within the meaning of Code Section 422 or may 
be designated as being intended to be treated as a nonqualified, stock option   
within the scope of Code Section 83.                                            

2.11 "Option Agreement" means the written agreement between the Company and the 
Optionee evidencing the grant of the Option by the Company to the Optionee.     

2.12 "Optionee" means an Employee who has been granted an Option pursuant to    
the Plan, and who has executed an Option Agreement.                             

2.13 "Plan" means this 1997 Stock Option Plan.                                  

2.14 "Share" means one share of Common Stock, as adjusted for recapitalization  
transactions in accordance with Section 7.01 below.                             

2.15 "Regulations" means Treasury Regulations promulgated in accordance with    
the Code.                                                                       

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 ARTICLE III
ADMINISTRATION

3.01 The Committee. The Plan shall be administered by the Committee. The        
Committee may select one of its members as its chairperson, and shall hold      
meetings at such time and places as it may determine. Acts by a majority of the 
Committee, or acts reduced to or approved in writing by a majority of the       
members of the Committee, shall be the valid acts of the Committee.             

3.02 Authority of Committee. The Committee shall have the authority, in its     
sole discretion, but subject to the terms of the Plan, to:                      

(a) grant Options to Employees in accordance with the terms of the Plan in such 
amount and on such terms as the Committee shall determine;                      

(b) impose such limitations, restrictions and conditions upon any such award as 
the Committee shall deem appropriate, provided such limitation, restriction     
and/or condition, in the case of a grant of an Option to an Employee that is    
intended to be a tax qualified stock option, is consistent with Code Section    
422, the Regulations thereunder, and this Plan; and                             

(c) in its discretion, interpret the Plan, adopt, amend and rescind rules and   
regulations relating to the Plan, and make all other determinations, and take   
all other actions necessary or appropriate for the implementation and           
administration of the Plan.                                                     

3.03 Decisions Final. All actions, decisions, interpretations and               
determinations of the Committee on all matters relating to the administration   
and operation of the Plan shall be within the Committee's sole discretion and   
shall be final and conclusive. No members of the Committee shall be liable for  
any action taken or decision made in good faith relating to the Plan or any     
award thereunder.                                                               

3.04 Indemnification of Committee. The Company indemnifies and holds harmless   
the members of the Committee in their capacity as Committee members against all 
liability and expenses (including reasonable attorney, paralegal, and           
professional fees and court costs) arising from any threatened, pending or      
completed action, suit, proceeding (including administrative proceedings or     
investigations) or appeal, incurred by reason of the fact that such individual  
is or was a member of the Committee, provided that such individual (i) acted, or
failed to act, in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the Company as well as the         
Employees and Optionees, or (ii) with respect to any criminal action or         
proceeding, had no reasonable cause to believe his or her conduct was unlawful. 

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ARTICLE IV
 ELIGIBILITY AND SCOPE

4.01 Eligibility for Participation. Optionees under the Plan shall be selected  
by the Committee from amongst the Employees. An Optionee must be employed by the
Company at the time the Option is granted. In making this selection and in      
determining the form and amount of awards, the Committee shall consider any     
factors deemed relevant, including the Employee's functions, responsibilities,  
value of services to the Company, and past and potential contributions to the   
Company's profitability and growth.                                             

4.02 Aggregate Limitations on Awards. Subject to the recapitalization           
provisions of Section 7.01 below, the maximum number of Shares of Common Stock  
which may be issued under the Plan shall be 1,500,000. The Shares of Common     
Stock may be authorized but unissued Shares, or may be treasury stock of the    
Company. If an Option should expire or become unexercisable for any reason      
without having been exercised in full, the unpurchased Shares which were subject
to an Option shall again become available for a future grant under the Plan,    
unless the Plan previously shall have been terminated.                          

 ARTICLE V
GRANT OF OPTIONS

5.01 Grant of Options. The Committee may, from time to time and subject to the  
provisions of the Plan and such rules and regulations as are prescribed by the  
Committee, grant to any Employee one or more Options to purchase a stated number
of Shares of Common Stock for (i) cash, (ii) the exchange for Shares of Common  
Stock previously acquired by the Employee, (iii) in the discretion of the       
Committee, by delivery of the Optionee's personal recourse promissory note      
bearing interest payable not less than annually at no less than 100% of the     
lowest applicable federal rate as specified by the Internal Revenue Code and    
Internal Revenue Service, or (iv) in the discretion of the Committee, by some   
combination of the foregoing.                                                   

5.02 Option Agreements. The grant of an Option shall be evidenced by a written  
Option Agreement, executed by the Company and the Optionee, stating the number  
of Shares of Common Stock subject to the Option evidenced thereby, and in such  
form as the Committee may from time to time determine. Such Option Agreement    
shall state on its face whether the Option is intended to be a tax qualified,   
incentive stock option under Code Section 422 or a nonqualified, stock option   
subject to Code Section 83.                                                     

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5.03 Option Price.                                                              

A. With respect to an Option granted to an Employee that is intended to be a    
tax qualified, incentive stock Option under Code Section 422, the price per     
Share of Common Stock deliverable upon the exercise of the Option shall not be  
less than one hundred percent (100%) of the fair market value of a Share of     
Common Stock on the Grant Date. Notwithstanding the foregoing, in the event an  
Employee to whom the Option is to be granted owns Shares of Common Stock, as of 
the Grant Date, that comprise more than ten percent (10%) of the total combined 
voting power of all classes of stock of the Company, or its parent or           
subsidiaries, if any, the foregoing price per Share of Common Stock shall not be
less than one hundred ten percent (110%) of the fair market value of a Share of 
Common Stock on the Grant Date.                                                 

B. The price per Share specified in the agreement relating to each              
nonqualified, stock option subject to Code Section 83 granted under the Plan    
shall in no event be less than the lesser of (i) the book value per Share of    
Common Stock as of the end of the fiscal year of the Company immediately        
preceding the date of such grant, or (ii) fifty percent (50%) of the fair market
value per Share of Common Stock on the date of such grant.                      

5.04 Determination of Fair Market Value. If, at the time an Option is granted   
under the Plan, the Company's Common Stock is publicly traded, "fair market     
value" shall be determined as of the last business day for which the prices or  
quotes discussed in this sentence are available prior to the date such Option is
granted and shall mean (i) the average (on that date) of the high and low prices
of the Common Stock on the principal national securities exchange on which the  
Common Stock is traded, if the Common Stock is then traded on a national        
securities exchange; or (ii) the last reported sale price (on that date) of the 
Common Stock on the NASDAQ National Market List, if the Common Stock is not then
traded on a national securities exchange; or (iii) the closing bid price (or    
average of bid prices) last quoted (on that date) by an established quotation   
service for over-the-counter securities, if the Common Stock is not reported on 
the NASDAQ National Market List. However, if the Common Stock is not publicly   
traded at the time an Option is granted under the Plan, "fair market value"     
shall be deemed to be the fair market value of the Common Stock as determined by
the Committee after taking into consideration all factors which it deems        
appropriate including, without limitation, recent sale and offer prices of the  
Common Stock in private transactions negotiated at arm's length. Notwithstanding
the foregoing, the fair market value of the Common Stock shall be determined    
without regard to any restrictions other than a restriction which, by its terms,
will never lapse.                                                               

5.05 Maximum Amount of Grant. With respect to an Option granted to an Employee  
that is intended to be a tax qualified, incentive stock option under Code       
Section 422, the aggregate, fair market value of the Shares of Common Stock that
may be subject to an Option (and to any other incentive stock options granted by
the Company or its parent or subsidiaries, if any) and that shall be exercisable
for the first time by the Optionee in a calendar year shall not exceed          
$100,000.00. For purposes of this Section, the fair market value of the Common  
Stock shall be determined as of the                                             

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Grant Date. Such $100,000.00 limit shall not apply to nonqualified, stock       
options granted to Employees.                                                   

5.06 Term of Plan. Unless the Plan is terminated earlier by the Board, no award 
of an Option shall be made under the Plan after the date which is ten (10) years
after the earlier of the date the Plan was adopted by the Board or the date the 
Plan was approved by the shareholders of the Company. Provided, however, that   
the Plan and all Options granted under the Plan prior to the termination of the 
Plan shall remain in effect until such Options have been exercised, satisfied or
terminated in accordance with the Plan and the terms of such Options.           

5.07 Term of Options. Except as provided in Article VI below, the term of each  
Option shall be no more than ten (10) years from the date of the grant.         
Notwithstanding the foregoing, in the event the Employee to whom an Option      
intended to be a tax qualified, incentive stock option under Code Section 422 is
to be granted owns Shares of Common Stock, as of the Grant Date, that comprise  
more than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, or its parent or subsidiaries, if any, the term of each   
Option to such Employee shall be no more than five (5) years from the date of   
the grant.                                                                      

5.08 Other Terms. In addition to the foregoing terms and conditions, the        
Committee may impose such additional terms, conditions and restrictions,        
including a vesting schedule, as are not otherwise inconsistent with this Plan. 

ARTICLE VI
EXERCISE OF OPTION

6.01 Procedure for Exercise.                                                    

A. Any Option granted hereunder shall be exercisable at such times and under    
such terms and conditions as are determined by the Committee at the time of the 
grant and as are consistent with the terms of the Plan. An Option shall be      
deemed to be exercised when written notice of such exercise, along with full    
payment (be it in cash, promissory note or by the transfer of other Shares, in  
accordance with Section 5.01 above) for the Shares, has been delivered to the   
Secretary of the Company in accordance with the terms of the Option. Until the  
issuance of the stock certificate by the Company or its transfer agent, the     
Optionee shall have no right to vote the Shares nor to receive dividends, and   
shall not have any other rights as a stockholder of the Company with respect to 
the Shares of Common Stock subject to the Option. The Company or its transfer   
agent shall issue, or cause to be issued, such Common Stock certificate promptly
upon exercise of the Option.                                                    

B. The exercise of an Option in any manner shall result in a decrease in the    
number of Shares available for grant under the terms of the Plan and under the  
terms of the Option.                                                            

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6.02 Termination of Employment. In the case of an Option granted to an Employee 
that is intended to be a tax qualified, incentive stock option under Code       
Section 422 (not including such an Option converted to a nonqualified stock     
option within the scope of Code Section 83 under Paragraph 7.07 hereunder), in  
the event the employment of the Optionee terminates, whether voluntarily or     
involuntarily, such Employee may exercise his or her Options to the extent      
exercisable at the time of such termination of employment. Such exercise shall  
occur within the earlier of the remaining term of the option or sixty (60) days 
from such termination of employment(or such shorter period as is specified by   
the Committee in the Option Agreement). To the extent that the Optionee was not 
entitled to exercise the Option at the effective date of the Optionee's         
termination of employment or service to the Company, or the Optionee fails to   
exercise the Option within the time specified, the Option shall terminate.      

6.03 Disability of Optionee. In the case of an Option granted to an Employee    
that is intended to be a tax qualified, incentive stock option under Code       
Section 422, in the event the employment of the Optionee terminates due to the  
disability of the Optionee, such Optionee may exercise his or her Options to the
extent exercisable at the time of such termination of employment. Such exercise 
shall occur within the earlier of the remaining term of the option or one       
hundred eighty (180) days after the effective date of the Optionee's termination
of employment. For purposes of this Section 6.03, "disability" shall be as      
defined in Code Section 22(e)(3) and the Regulations thereunder.                

6.04 Death of Optionee.                                                         

A. In the event of the death of an Employee to whom an Option that is intended  
to be a tax qualified, incentive stock option under Code Section 422 has been   
granted, any Option exercisable on the date of the Optionee's death may be      
exercised by the Beneficiary, provided that such exercise occurs within the     
earlier of the remaining term of the Option or one hundred eighty (180) days    
from the date of the Optionee's death. In the event the Optionee's employment   
had terminated prior to death, but the Option was still exercisable pursuant to 
Sections 6.01, 6.02 or 6.03 above, the Beneficiary shall be permitted to        
exercise the Option during the time periods specified in this Section 6.04.     

B. In the case of death, an Option granted to an Employee that is intended to be
a nonqualified stock option under Code Section 83 may be exercised, to the      
extent exercisable at death, at any time during the remaining term of the       
Option.                                                                         

6.05 Options Non-Transferable. Any Option granted hereunder may not be sold,    
pledged, assigned, hypothecated, transferred, or disposed of, in any manner     
other than by the Optionee's last will or by the laws of descent and            
distribution, and may be exercised during the Optionee's lifetime, only by the  
Optionee.                                                                       

6.06 Manner of Payment. Upon the exercise of an Option, the Optionee shall pay  
to the Company, at the Committee's discretion:                                  

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(a) the cost of the Shares of Common Stock in cash;                   

(b) in exchange for Shares of Common Stock previously acquired by the 
Optionee that at the time of such exercise have a fair market value equal to the
exercise price;                                                                 

  (c) by delivery of a personal recourse note bearing interest payable not
less than annually at no less than 100% of the lowest applicable federal rate as
specified by the Internal Revenue Code and Internal Revenue Service; or         

(d) any combination thereof.                                          

6.07 Restrictions on Certain Shares. The Shares of Common Stock issued to       
an Optionee pursuant to this Plan shall be subject to any and all federal and   
state securities laws, rules and regulations generally applicable to the Common 
Stock of the Company, including without limitation, any restrictions on the sale
or other transfer of the Shares of Common Stock. Any certificate representing   
such Shares shall contain a restrictive legend evidencing the existence of any  
such restrictions.                                                              

 ARTICLE VII
 MISCELLANEOUS

7.01 Recapitalizations.                                                         

A. Subject to any required action by the stockholders of the Company, the       
number of Shares of Common Stock covered by each outstanding Option, and the    
number of Shares of Common Stock which have been authorized for issuance under  
the Plan but as to which no Options have yet been granted or which have been    
returned to the Plan upon cancellation or expiration of an Option, as well as   
the price per Share of Common Stock covered by each such outstanding Option,    
shall be proportionately adjusted for any increase or decrease in the number of 
issued Shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination, or reclassification of the Common Stock, or any    
other increase or decrease in the number of issued Shares of Common Stock       
effected without receipt of consideration by the Company. Provided, however,    
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Any adjustment made   
pursuant to this Section shall be made by the Committee, whose determination in 
that respect shall be final, binding and conclusive. Except as expressly        
provided herein, no issuance by the Company of shares of stock of any class, or 
securities convertible into shares of stock of any class, shall affect, and no  
adjustment by reason thereof shall be made with respect to, the number or price 
of Shares of Common Stock subject to an Option.                                 

B. Except as declared by the Board, in the event of the dissolution or          
liquidation of the Company, the Options granted under the Plan immediately shall
terminate.                                                                      

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C. In the event of a proposed sale of all or substantially all of the assets of 
the Company, or the merger of the Company with or into another corporation, the 
Option shall be assumed or an equivalent option shall be substituted by such    
successor corporation or a parent or subsidiary of such successor corporation,  
unless such successor corporation does not agree to assume the Option or to     
substitute an equivalent option, in which case the Optionee shall retain the    
right to exercise the Option (which right shall no longer be subject to         
restrictions, including vesting provisions) as to all of the Shares of Common   
Stock subject to the Option through the date of the sale of the assets or the   
merger of the Company. Thereafter, the Option shall terminate. In the event any 
of the Options are not fully vested at the time of such sale or merger, such    
Options shall become fully vested and exercisable at that time.                 

D. In the event of a recapitalization or reorganization of the Company (other   
than a transaction described in subparagraph C above) pursuant to which         
securities of the Company or of another corporation are issued with respect to  
the outstanding shares of Common Stock, an Optionee upon exercising an Option   
shall be entitled to receive for the purchase price upon such exercise the      
securities he would have received if he had exercised his Option prior to such  
recapitalization or reorganization.                                             

E. Except as expressly provided herein, no issuance by the Company of shares of 
stock of any class or securities convertible into shares of stock of any class  
shall affect, and no adjustment by reason thereof shall be made with respect to 
the number or price of shares subject to Options. No adjustments shall be made  
for dividends paid in cash or in property other than securities of the Company. 

F. No fractional shares shall be issued under the Plan and the Optionee shall   
receive from the Company cash in lieu of such fractional shares.                

7.02 Withholding Taxes. Whenever the Company is required to issue or transfer   
Shares of Common Stock under the Plan, the Company shall have the right to      
require the Optionee to remit to the Company any amount sufficient to satisfy   
any required federal, state and/or local withholding taxes prior to the delivery
of any certificate or certificates for such Shares. Alternatively, the Company  
may issue or transfer such Shares of Common Stock, net of the number of Shares  
of Common Stock sufficient to satisfy the withholding requirements. For         
withholding tax purposes, the Shares of Common Stock shall be valued on the date
the withholding obligation is incurred.                                         

7.03 Right to Terminate Employment. Nothing in the Plan or Option, or in any    
agreement entered into pursuant to the Plan shall confer upon any Employee the  
right to continue in the employ of the Company or effect any right which the    
Company may have to terminate the employment of such Employee regardless of the 
effect of such termination of employment on the rights of the Employee under the
Plan or any Option.                                                             

7.04 Non-Uniform Determinations. The Committee's determinations under the Plan  
(including without limitation determinations of the Employees to receive awards,
the form, amount and timing                                                     

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of such awards, the terms and provisions of such awards and the agreements      
evidencing same) need not be uniform and may be made by the Committee           
selectively among Employees who receive, or who are eligible to receive, awards 
under the Plan, whether or not such persons are similarly situated.             

7.05 Leaves of Absence. Employment shall be considered as continuing            
uninterrupted during any bona fide leave of absence (such as those attributable 
to illness, military obligations or governmental service) provided that the     
period of such leave does not exceed 90 days or, if longer, any period during   
which such Optionee's right to reemployment is guaranteed by statute. A bona    
fide leave of absence with the written approval of the Committee shall not be   
considered an interruption of employment under the Plan, provided that such     
written approval contractually obligates the Company to continue the employment 
of the Optionee after the approved period of absence. Options under the Plan    
shall not be affected by any change of employment within or among the Company,  
so long as the Optionee continues to be an employee of the Company.             
Notwithstanding the foregoing, the Committee shall be entitled to make such     
rules, regulations and determinations as it deems appropriate under the Plan in 
respect of any leave of absence taken by an Optionee.                           

7.06 Amendment of Plan.                                                         

A. The Board may, without further action by the shareholders of the Company,    
and without receiving any further consideration from the Optionees, amend this  
Plan or condition or modify awards under this Plan in respect to changes in     
securities, taxation or other laws or rules, regulations, or regulatory         
interpretations thereof applicable to this Plan, or to comply with stock        
exchange rules or requirements.                                                 

B. The Committee may at any time, and from time to time, terminate, modify or   
amend the Plan (including modifying the mix of Shares to be issued pursuant to  
Code Sections 422 and 83) in any respect, except that without shareholder       
approval, the Committee may not (i) increase the aggregate, maximum number of   
Shares of Common Stock which may be issued under the Plan (other than increases 
pursuant to Section 7.01), (ii) extend the period during which any award may be 
granted or exercised, or (iii) extend the term of the Plan. Except as required  
or permitted by the preceding paragraph, the termination, modification or       
amendment of the Plan shall not affect an Optionee's rights under an award      
previously granted to such Optionee.                                            

7.07 Conversion of Qualified Options Into Non-Qualified Options. The Committee, 
at the written request of any Optionee may, in its discretion, take such actions
as may be necessary to convert such Optionee's tax qualified, incentive stock   
option within the meaning of Code Section 422 (or any installments or portions  
of installments thereof) that have not been exercised on the date of conversion 
into nonqualified, stock options within the scope of Code Section 83 at any time
prior to the expiration of such Qualified Options, regardless of whether the    
Optionee is an Employee of the Company at the time of such conversion. Such     
actions may include, but not be limited to, extending the exercise period or    
reducing the exercise price of the appropriate installments of such Options. At 
the time of such conversion, the Committee (with the consent of the Optionee)   
may impose such conditions on the exercise of the resulting nonqualified options
as the Committee, in its discretion,                                            

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may determine, provided that such conditions shall not be inconsistent with     
this Plan. Nothing in the Plan shall be deemed to give any Optionee the right to
have such Optioned's tax qualified, incentive stock option converted into a     
nonqualified option, and no such conversion shall occur until and unless the    
Committee takes appropriate action.                                             

7.08 Application of Funds. The proceeds received by the Company from the sale   
of Shares pursuant to Options granted and purchases authorized under the Plan   
shall be used for general corporate purposes.                                   

7.09 Notice to Company of Disqualifying Disposition. Each Employee who receives 
a tax qualified, incentive stock option within the meaning of Code Section 422  
must agree to notify the Company in writing immediately after the Employee makes
a "disqualifying disposition" of any Shares of Common Stock acquired pursuant to
the exercise of a tax qualified, incentive stock option. A disqualifying        
disposition is any disposition (including any sale) of such Shares of Common    
Stock before the later of (a) two (2) years after the date the Employee was     
granted the tax qualified, incentive stock option or (b) one (1) year after the 
date the Employee acquired Shares of Common Stock by exercising the tax         
qualified, incentive stock option. If the Employee has died before such Shares  
of Common Stock are sold, these holding period requirements do not apply and no 
disqualifying disposition can occur thereafter.                                 

7.10 Governing Law; Construction. The validity and construction of the Plan and 
any instrument evidencing Common Stock rights shall be governed by the laws of  
the State of Nevada. In construing this Plan, the singular shall include the    
plural and the masculine gender shall include the feminine and neuter, unless   
the context otherwise requires.                                                 

7.11 Shareholder Approval. In the event this Plan is not adopted by the         
shareholders of the Company by October 13, 1998, the Plan shall remain in       
effect, but all options granted hereunder, or to be granted hereunder, shall be 
nonqualified stock options under Code Section 83 and Regulations issued         
thereunder.                                                                     

Originally adopted by the Board of Directors as of October 13, 1997 and         
amended by the Board of Directors as of June 23, 1998.                          

  A-11

DEFR14A
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RELM WIRELESS CORPORATION 

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF RELM WIRELESS CORPORATION 

 The undersigned, a holder of Common Stock of RELM WIRELESS CORPORATION,
hereby constitutes and appoints DONALD F.U. GOEBERT and WILLIAM P. KELLY, and   
each of them acting individually, as the attorney adn proxy of the undersigned, 
with full power of substitution, for and in the name and stead of the           
undersigned, to attend the Annual Meeting of Shareholders of the Company to be  
held on Friday, August 21, 1998 at 9:00 a.m., at the offices of RELM            
Communications, Inc., 7505 Technology Drive, West Melbourne, Florida, and any   
adjournment or postponement thereof, and thereat to vote all shares of Common   
Stock which the undersigned would be entitled to vote if personally present,    
as follows:                                                                     

(Please sign and date on reverse side)

                                                        [Enlarge/Download Table]


-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
/X/ Please mark your                                                                                                               
    votes as in this                                                                                                               
    example.                                                                                                                       

                  VOTE FOR         WITHHOLD                                                                                        
                 EACH OF THE       AUTHORITY    NOMINEES FOR ELECTION                                       FOR   AGAINST   ABSTAIN
                  NOMINEES          FOR ALL     AS DIRECTORS:                                                                      
               LISTED AT RIGHT     NOMINEES                                     2. APPROVAL OF THE          / /     / /       / /  
                                                                                   COMPANY'S 1997                                  
1. ELECTION         / /               / /       Donald F.U. Goebert                STOCK OPTION PLAN.                              
   OF                                           Richard K. Laird                                                                   
   DIRECTORS                                    Buck Scott                      3. DISCRETIONARY AUTHORITY                         
                                                Robert L. MacDonald                To transact such other business as may properly 
INSTRUCTIONS: To withhold authority to          Ralph R. Whitney, Jr.              come before the meeting and any adjournment     
vote for any individual nominee, write that     James C. Gale                      thereof according to the proxies discretion and 
Nominees's name on the line provided below.     George N. Benjamin, III            in their discretion.                            

-------------------------------------------                                        THIS PROXY WHEN PROPERLY EXECUTED               
                                                                                   WILL BE VOTED IN THE MANNER DIRECTED            
                                                                                   HEREIN BY THE UNDERSIGNED SHARE-                
                                                                                   HOLDER. IF NO DIRECTION IS INDICATED,           
                                                                                   THIS PROXY WILL BE VOTED FOR EACH OF            
                                                                                   THE SEVEN NOMINEES FOR ELECTION                 
                                                                                   AS DIRECTORS AND FOR PROPOSAL 2.                

                                                                                   The undersigned hereby acknowledges receipt of  
                                                                                   the notice of annual meeting and proxy statement
                                                                                   of RELM Wireless Corporation.                   

                                                                                   PLEASE FILL IN, DATE, SIGN AND MAIL             
                                                                                   THIS PROXY IN THE ENCLOSED POSTAGE              
                                                                                   PAID RETURN ENVELOPE.                           

Signature                                 Signature                                      Dated                   , 1998            
          -------------------------------           ------------------------------------       ------------------                  

Please mark, date and sign exactly as your name appears on this proxy card. When shares are held jointly, both holders should sign.
When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If the holder is a corporation
or partnership, the full corporate or partnership name should be signed by a duly authorized officer.                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		12/1/07		10
		3/17/99		24
		10/13/98		18		35
		8/21/98		3		36			DEF 14A
Filed on:		7/17/98		3		4
		7/10/98		3		6
		6/30/98		16					10-Q
		6/23/98		18		35
		6/12/98		18
		3/31/98		10					10-Q,  NT 10-K
		1/1/98		9		11
		12/31/97		10		24			10-K,  NT 10-K
		12/2/97		23					8-K/A
		12/1/97		5		12
		11/13/97		23
		10/13/97		18		35
		6/30/97		16					10-Q,  10-Q/A
		6/16/97		17
		6/5/97		16		17
		4/22/97		17
		3/1/97		17
		2/6/97		6
		1/27/97		18
		1/1/97		24
		12/31/96		17					10-K405,  10-K405/A,  NT 10-K
		12/31/95		17					10-K,  N-30D
		12/31/94		17
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