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                                                                    Exhibit 10.3

                                                         FILED #C2378497
                                                                --------

                                                           SEP 20 2001

                                                         IN THE OFFICE OF
                                                         /s/ Dean Heller
                                                  DEAN HELLER SECRETARY OF STATE


                           CERTIFICATE OF AMENDMENT

                                    TO THE

                           ARTICLES OF INCORPORATION

                                      OF

                           RELM WIRELESS CORPORATION


     RELM WIRELESS CORPORATION, a corporation organized and existing under the
Nevada General Corporation Law (the "Corporation"), does hereby certify as
follows:

     1.   The Articles of Incorporation of the Corporation are hereby amended by
deleting Article Fifth in its entirety and substituting the following in lieu
thereof:

          FIFTH:

               The aggregate number of shares which the corporation
          shall have authority to issue is 20,000,000 shares of
          common stock, par value $0.60 per share, and 1,000,000
          shares of preferred stock, par value $1.00 per share. Any
          and all shares of stock may be issued, reissued, transferred
          or granted by the board of directors, as the case may be, to
          persons, corporations, and associations, and for such lawful
          consideration, and on such terms, as the board of directors
          shall have the authority to issue pursuant to the Nevada
          Revised Statutes and the Bylaws of the corporation. The
          board of directors shall have the authority to set, by
          resolution, the particular designations, preferences and the
          relative, participating, optional, voting or other rights
          and qualifications, limitations or restrictions of any class
          of stock or any series of stock within any class of stock
          issued by this corporation.

               No holder of any of the shares of any class of the
          corporation shall be entitled as of right to subscribe for,
          purchase, or otherwise acquire any shares of any class of
          the corporation which the corporation proposes to issue or
          any rights or options which the corporation proposes to
          grant for the purchase of any shares of any class of the
          corporation or for the purchase of any shares, bonds,
          securities, or obligations of the corporation which are
          convertible into or exchangeable for, or which carry any
          rights, to subscribe for, purchase, or otherwise acquire
          shares of any class of



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          the corporation; and any and all of such rights and options may be
          granted by the board of directors to such persons, firms,
          corporations, and associations, and for such lawful consideration, and
          on such terms, as the board of directors in its discretion may
          determine, without first offering the same, or any thereof, to any
          said holder.

     2.   This amendment to the Articles of Incorporation was duly adopted in
accordance with the provisions of Section 78.390 of the Nevada General
Corporation Law. The amendment was approved by the stockholders, the number of
votes cast was sufficient for approval.
     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested by its duly authorized officers, this 22 day of August,
2001.

                                           RELM WIRELESS CORPORATION

                                           By /s/ David P. Storey
                                             -----------------------------
                                                  David P. Storey, President and
                                                  Chief Executive Officer

ATTEST:

  /s/ W.P. Kelly
------------------------------
William P. Kelly, Secretary


     [CORPORATE SEAL]
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                                                    STATE OF NEVADA
                                                  Secretary of State
                                      I hereby certified that this is a true and
                                      complete copy of the document as filed
                                      in this office

                                                      SEP 21 2001

                                      By /s/ Dean Heller
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