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                      EXHIBIT (99) - CAUTIONARY STATEMENTS

                CAUTIONARY STATEMENTS PURSUANT TO THE SECURITIES
                         LITIGATION REFORM ACT OF 1995

        The Company wishes to inform its investors of the following factors
that in some cases have affected, and in the future could affect, the Company's
results of operations that could cause such future looking statements made by
or on behalf of the Company.  Disclosure of these factors is intended to permit
the Company to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995.  Many of these factors have been
discussed in prior SEC filings by the Company.  Though the Company wishes to
caution investors that other factors may in the future prove to be important in
affecting the Company's results of operations.

LIMITED OPERATING HISTORY AND EXPECTATION OF CONTINUED LOSSES

                 The Company commenced operations in 1986 and although it
reported a profit for the fourth quarter of fiscal year 1996, and the first
quarter of fiscal year 1997, it has yet to report an annual profit.  The
development of the Company's business has required significant expenditures in
connection with the defense of the Company's patents, research and development
of its technology and marketing of its products.  Substantial costs related to
these activities have been and will continue to be incurred by the Company
before the realization of associated revenues.

FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FUNDING

                 At September 30, 1997, the Company had $28.5 million in cash
and cash equivalents with a working capital surplus of approximately $39.0
million.  Expansion of the Company's business, including the development of new
products and markets for the Company's existing products, will require
significant product development expenditures.  In addition, the Company is
expected at least in the near term to continue to operate at a loss.  Based on
its current operating plan, the Company believes its existing capital
resources, including a credit facility and proceeds from its issuance of
Preferred Stock, should enable it to maintain its current and planned
operations.  The Company continues to consider other financing opportunities
that would be used to support additional growth and product development.
Expected future uses of cash include working capital requirements, marketing
programs and product development in anticipation of future revenues.  Cash
requirements may vary and are difficult to predict given the nature of the
developing markets targeted by the Company.  The amount of royalty income from
the Company's licensees is unpredictable, but could have an impact on the
Company's actual cash flow.  Unanticipated events such as litigation could
increase capital requirements.  To the extent that additional funds are needed
subsequently, the Company may need to raise additional funds through public or
private financings.  No assurance can be given that additional financing will
be available or that, if available, it will be obtained on terms favorable to
the Company.

                 In 1996, the Company completed a major corporate restructuring
as part of a program to balance expenditure levels with revenues, and to
improve working capital.  In connection with that restructuring, the Company
incurred approximately $11.0 million in restructuring and impairment charges,
phased out its manufacturing operations in Puerto Rico and Illinois,
consolidated its manufacturing operations at the Company's Atlanta, Georgia
facility, and reduced its workforce from approximately 250 employees in January
1996 to approximately 110 employees at the end of November 1996.  Details of
the restructuring are set forth in the Company's SEC Filings.  The Company is
continuing to monitor expenditure levels in light of timing of market expansion
and revenues and anticipates taking further actions from time to time as it
deems appropriate.

                 Faced with terminating leases at its Buffalo Grove and
Atlanta, Georgia facilities, on May 1, 1997, the Company consolidated its
Buffalo Grove and Atlanta, Georgia operations into a new facility in Vernon
Hills, Illinois.  This has resulted in the majority of the Company's
manufacturing, engineering, and administration operations being located at a
single site.  The Company anticipates this development will enhance the quality
of its products and speed the introduction of such products to market.


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MANAGEMENT TRANSITION

                 The Company has experienced several significant changes in
management over the past two years.  Richard Gerstner served as Chief Executive
Officer from November 1993 to November 1995.  From November 1995 until April
1996, William L. De Nicolo served as Chief Executive Officer.  Mr. De Nicolo,
the founder of the Company, served as CEO prior to Mr. Gerstner's appointment
and has served as Chairman of the Board since the Company was founded.  Kenneth
E. Millard became President and Chief Executive Officer in April 1996.  Mr.
Millard also serves as a member of the Board of Directors.  Robert L.
Montgomery was appointed Executive Vice-President and Chief Operating Officer
during March, 1997.  Jeffrey L. Herrmann joined the Company as Controller in
April 1997, and was promoted to Senior Vice-President and Chief Financial
Officer in July, 1997.  Mr. Herrmann replaced Thomas M. Mason who had been
Senior Vice President and Chief Financial Officer since joining the Company in
March, 1997.

                 As noted above, the Company has experienced a number of other
changes in its executives over the past year, and has substantially reduced its
workforce.  These changes may have an adverse effect on the Company's ability
to implement its plans and manage its operations in a consistent manner.


RELIANCE ON KEY CUSTOMER

                 In the near term the Company's success may depend on a number
of large orders from a small group of companies, which creates a risk that the
loss of any one customer may have a significant impact on the Company's
financial results.  During fiscal year 1997, sales by the Company to Motorola
represented approximately 44% of total sales.  The Company has a substantial
contract with Motorola to sell fixed wireless terminals to Motorola for its
construction of a cellular system in Hungary.  The contract includes a
commitment by Motorola to purchase $100 million of the Company's fixed wireless
terminals over a three-year period commencing January 1, 1996.  As of September
30, 1997, Motorola had purchased approximately $27 million of product under
this contract.  The commitment by Motorola to purchase the Company's product
over a three-year period is not guaranteed.


INTELLECTUAL PROPERTY RIGHTS

                 The Company's success in the United States will depend to a
considerable extent upon its ability to obtain and enforce intellectual
property protection for its technology in the United States.  No assurance can
be given that the Company's existing patents or any future patents obtained by
the Company will not be challenged, invalidated or circumvented, or that the
Company's competitors will not independently develop or patent technologies
that are substantially equivalent to or superior to the Company's technology.
The nature and status of litigation that involves the Company's intellectual
property rights are set forth in the SEC Filings.

                 Although the Company believes that its intelligent interface
can be adapted to accommodate emerging wireless services, there can be no
assurance that these new services will fall within the boundaries of the
Company's existing patent protection.

                 In some countries, patent protection is not available.
Moreover, some countries that grant patents do not afford meaningful protection
or redress for violations.  Neither the Company nor its competitors have
established, and both are now legally barred from establishing, patent
protection for core technology in many other countries, including the principal
countries of Western Europe.  In the absence of patent protection, the Company
has relied upon other competitive factors including:  (a) product
functionality, (b) the quality of its products, and (c) the desirability of
using products that meet the same specifications as those in the United States
and in other countries where the Company has obtained patent protection.

                 There can be no assurance that patent protection can be
obtained, in the United States or elsewhere, for new products or applications,
or that such patent protection, if obtained, will afford meaningful protection.





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INTENSE COMPETITION IN INDUSTRY

                 Competition in the wireless telecommunications equipment
industry is intense.  The industry includes major domestic and international
companies such as Motorola, Ericson, Nokia, Qualcom and Nortel, many of which
have substantially greater financial, technical, marketing, sales,
manufacturing, distribution and other resources than those of the Company.  The
Company faces competition in various areas from certain of its licensees and
those customers who may purchase the licensees' products.  It has granted a
non-exclusive royalty-bearing license to Motorola and Ericson which enables
these companies to produce and sell products which compete with the Company's
products.

                 To the extent that expansion of the Company's product line or
the development of new uses or applications for its products are outside of the
protection provided by the Company's patents and other intellectual property
rights, the Company may encounter increased competition from a variety of
sources.


RELIANCE UPON GROWTH AND PRICING OF WIRELESS SERVICE

                 The market for basic telephone service in developing
countries, which at present are the Company's principal markets, is an emerging
one.  The timing related to purchases of equipment for the provision of
telephone service is affected by regulatory, macroeconomic, capital
availability and competitive factors which make the timing of such awards
difficult to predict.

                 The success of the Company depends to a considerable extent
upon the continued growth and increased availability of cellular and other
wireless telecommunications services internationally and, to a lesser extent at
least in the short term, in the United States.


ANTI-TAKEOVER PROVISIONS; MOTOROLA PURCHASE RIGHTS

                 The Company's Board of Directors can, without obtaining
stockholder approval, issue shares of preferred stock having rights that could
adversely affect the voting power of holders of the Common Stock.  The issuance
of preferred stock may delay, defer or prevent a change in control of the
Company.  In addition, Section 203 of the Delaware General Corporation Law
restricts certain business combinations with any "interested stockholder" as
defined in such law.  The current stockholders of the Company are not, by
virtue of their current holdings, deemed to be "interested stockholders" under
this statute.  This statute may delay, deter or prevent a change in control of
the Company.

                 Under the terms and conditions of the Company's Preferred
Stock, the merger, consolidation, or sale of substantially all of the assets of
the Company, or the purchase of more than 50% of the outstanding shares of
Common Stock of the Company, prior to conversion of all of the shares of the
Preferred Stock may trigger a right of redemption on the part of the holders of
the Preferred Stock.

                 Under the Shareholders' Agreement among certain of the
Company's stockholders, the Company and its principal stockholders are required
to notify Motorola prior to any solicitation of purchase offers for, or the
acceptance of any unsolicited offer for, all or substantially all of the assets
of the Company or a majority of its voting stock.  Motorola has the right to
submit a bid at that time, and the Company and its principal stockholders have
agreed not to make any such sale at a valuation lower than that of Motorola's
bid, if any.  Motorola's rights will terminate upon any sale by Motorola of
shares of Common Stock, unless after such sale Motorola owns 20% or more of the
outstanding Common Stock, on a fully diluted basis.  The existence of this
contractual provision may delay, deter or prevent a change in control of the
Company.





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REDEMPTION OF PREFERRED STOCK

                 A right of redemption on the part of the holders of the
Company's Preferred Stock may be triggered by a number of events in addition to
the merger, consolidation or sale of substantially all of the assets of the
Company, including the purchase of more than 50% of the outstanding shares of
Common Stock of the Company, the failure by the Company to convert Preferred
Stock when required to do so, the delisting of the Company's Common Stock from
a national securities exchange, or the failure by the Company to timely
register and keep in effect the Common Stock to be issued upon conversion of
the Preferred Stock.


VOLATILITY OF QUARTERLY OPERATING RESULTS

                 The Company's quarterly operating results may fluctuate based
on a number of factors, including variations in the Company's distribution
channels and the mix of products it sells, the timing of final product
approvals from any major distributor or end user, the timing of orders from and
shipments to major customers, the timing of new product introductions by the
Company or its competitors, changes in pricing policies by the Company's
suppliers, the availability and cost of key components, the timing of personnel
hirings and the market acceptance of new and enhanced versions of the Company's
products.


VOLATILITY OF STOCK PRICE

                 Factors such as announcements of the results of trials or the
introduction of new products by the Company or its competitors, market
conditions in the telecommunications, technology and emerging growth sectors
and rumors relating to the Company or its competitors may have a significant
impact on the market price of the Common Stock.  Furthermore, the stock market
has experienced volatility that has particularly affected the market prices of
equity securities of many high technology and emerging growth companies such as
those in the telecommunications industry.  This volatility has often been
unrelated to the operating performance of such companies.  These market
fluctuations could adversely affect the price of the Common Stock.

                 The Company's stock price was particularly volatile during
fiscal 1996.  The Company believes that this volatility may have been
attributable in part to the timing of the conversion of a $18 million issue of
convertible debentures issued by the Company in December 1995.  All of the
debentures have been converted, and a total of 7.0 million shares of Common
Stock have been issued.

                 The Preferred Stock issued by the Company in fiscal 1997 is
convertible into Common Stock at a price equal to the lower of the 110% of the
30-day average trading price prior to the time the Common Stock was issued and
85% (subject to certain adjustments) of the 30-day average trading price prior
to conversion, subject to certain minimum price provisions.  Under the terms of
the purchase agreement for the Preferred Stock, the holders thereof have
covenanted, not to engage in short sales (other than short sales no more than
three days prior to conversion in an amount which does not exceed the number of
shares to be received upon such conversion) or to engage in transactions in
violation of Section 9 of the 1934 Act, relating to the manipulation of the
trading price of the Common Stock.  While these limitations are intended to
minimize volatility that may result from the conversion of the Preferred Stock,
there can be no assurance that such volatility will not occur.





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DILUTION

                 Upon conversion of the Company's Preferred Stock, Common Stock
may be issued at a discount relative to the market price of Common Stock at
that time.  Issuance at a discount could result in a dilution in the net
tangible book value of the Company per share and in the stockholders' equity
per share.  The magnitude of any dilution will depend on the size of the
discount and the number of shares to be issued.  These variables will depend on
a variety of factors, including the timing of conversion and the market price
at the time of conversion.



RAPID TECHNOLOGICAL CHANGE

                 The telecommunications equipment industry is characterized by
rapid technological advances, evolving industry standards, changes in end-user
requirements and frequent new product introduction and enhancements.  The
wireless telecommunications industry is experiencing significant technological
change, such as the transformation of cellular systems from analog to digital.
The rate at which this change occurs and the success of such new technologies
may have a material effect on the rate at which the Company expands its
business and on its ability to achieve profitability.  Moreover, there can be
no assurance that continuing developments in technology will not result in the
establishment of wireless or wireline technologies for which the Company's
interface technology is not required or in the development of equipment equal
or superior to that provided by the Company.


RISK OF LITIGATION

                 Litigation in the telecommunications equipment and other high
technology industries has increasingly been used as a competitive tactic both
by established companies seeking to protect their existing position in the
market and by emerging companies attempting to gain access to the market.  In
such litigation, complaints may be filed on a variety of grounds, including
antitrust, breach of contract, trade secret, patent or copyright infringement,
patent or copyright invalidity, and unfair business practices.  If the Company
is forced to defend itself against such claims, whether or not meritorious, the
Company is likely to incur substantial expense and diversion of management
attention, and may encounter market confusion and the reluctance of licensees
and distributors to commit resources to the Company's products.  In the event
that the Company's patents or other intellectual property rights were deemed
invalid or were determined not to prohibit competing technologies, the Company
could face additional competition.  See "Risk Factors -- Intellectual Property
Rights."


DEPENDENCE ON ABILITY TO DEVELOP MARKETS

                 The Company's success depends on its ability to develop both
domestic and international markets for its products.  There can be no
assurances that the Company will continue to market its products successfully
or that a larger market for its products will continue to develop.


DEPENDENCE ON ABILITY TO MANAGE GROWTH

                 The Company's ability to produce and market large volumes of
competitively priced quality products depends on its ability to implement and
continually expand its operational and financial systems, recruit additional
employees and train, manage and motivate both current and new employees.
Failure to effectively manage the growth of the Company or the transition in
officers of the Company would have a material adverse effect on the business of
the Company.





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DEPENDENCE ON CONTRACTORS FOR MANUFACTURING AND DISTRIBUTION

                 The Company uses subcontractors for the manufacture of certain
of its components and for the assembly of some of its products.  In the past,
the Company has experienced delays in the receipt of interface components and
products, which have resulted in delays in product deliveries.  The Company may
experience similar delays in the future.

                 The inability to obtain sufficient quantities of key
components as required, or to develop alternative sources if and as required in
the future, could result in delays or reductions in product shipments.  In
addition, shortages of raw materials or production capacity constraints at the
Company or its subcontractors could negatively affect the Company's ability to
meet its production obligations and result in increased prices for affected
parts.  These events could have a material adverse effect on the Company's
customer relationships and operating results.

                 The Company uses third parties, in addition to its direct
sales force, to distribute and market some of its products.  In particular, the
Company plans to use interconnect companies and cellular carriers to market,
distribute, install and service certain of its products.  Although the Company
has entered into contracts with several major interconnect companies and
cellular carriers, the Company is only in the early stages of developing these
relationships.  In addition, these third parties are not contractually
obligated to perform any of the activities on which the Company depends to meet
its business objectives.


DEPENDENCE ON MOTOROLA FOR TRANSCEIVERS

                 The Company currently procures most of its cellular
transceivers from Motorola, a principal stockholder of the Company.  Pursuant
to the stock purchase agreement between Motorola and the Company, Motorola has
agreed to provide the Company with an opportunity to purchase transceivers
based on any transmission technology that Motorola's Cellular Subscriber Group
offers, when, as and if such products are made available to the public.  Under
this agreement, Motorola has a right of first refusal to supply on competitive
terms the Company's transceiver needs provided, among other things, that
Motorola manufactures a comparable product and that the customer does not
specifically request another manufacturer's transceiver product.  If sufficient
quantities of Motorola transceivers were not available, the Company might have
to redesign its products and could experience increased costs and shipment
delays.


QUALITY CONTROL PROBLEMS

                 From time to time, the Company has experienced quality control
problems with components provided by certain of its subcontractors.  The
Company has instituted quality monitoring procedures for its components to
address these problems and to comply with ISO-9001.  However, there can be no
assurance that future quality control problems will not occur.


RISKS OF DOING BUSINESS IN DEVELOPING MARKETS

                 Among the Company's largest potential markets are developing
countries that may deploy wireless communications networks as an alternative to
the construction of wireline infrastructure.  Such countries may decline to
construct wireless telecommunications systems or construction of such systems
may be delayed for a variety of reasons, in which event the development of
demand for the Company's products in those countries will be similarly limited
or delayed.  In doing business in developing markets, the Company may also face
economic, political and hard currency conditions that are more volatile than
those commonly experienced in the United States and other areas.





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                 Despite its reliance on international markets, to date, the
Company's sales have not been adversely affected by currency fluctuations.
Currently, the Company requires letters of credit or qualification for export
credit insurance underwritten by the Export-Import Bank of the United States or
other third party insurers on a substantial portion of its international sales
orders.  Also, to mitigate the effects of currency fluctuations on the
Company's results of operations, the Company endeavors to conduct all of its
international transactions in U.S. dollars.  However, as the Company's
international operations grow, foreign exchange or the inflation of a foreign
currency may pose greater risks for the Company, and the Company may be
required to develop and implement additional strategies to manage these risks.


DEPENDENCE ON RESEARCH AND DEVELOPMENT

                 The telecommunications equipment market is characterized by
rapid technological advance and the development of increasingly sophisticated
and powerful systems.  To remain competitive, the Company must dedicate
significant resources to the development and enhancement of its present and
future products.  There can be no assurance that the Company's development
efforts will be successful or that the Company will have adequate capital to
fund such research and development.  See "Risk Factors -- Future Capital Needs;
Uncertainty of Additional Funding."


CONFLICTS OF INTEREST

                 The Company's Board of Directors includes, and is expected to
continue to include, persons designated by strategic partners of the Company
and other parties that have business relationships with the Company.  It is
possible that the companies designating such directors, such as Motorola and
other companies in which a director may hold a financial interest, may be in
direct or indirect competition with the Company or among themselves, including
competition with respect to certain business activities and transactions that
the Company may propose to undertake.  Although the affected directors may
abstain from voting on matters in which the interests of the Company and those
of another company with which they are affiliated are in conflict, the presence
of potential or actual conflicts could affect the process or outcome of Board
deliberations in ways that could be adverse to the Company.


CONTROL BY EXISTING STOCKHOLDERS

                 As of November 21, 1997, the officers and directors of the
Company, together with entities affiliated with directors of the Company,
beneficially own approximately 51.7% of the Common Stock (assuming the exercise
of immediately available stock options to purchase Common Stock).  Accordingly,
these stockholders, if acting in concert, will be able to have a significant
impact on the election of the Company's directors and the results of actions
requiring stockholder approval.  The voting power of these stockholders under
certain circumstances could have the effect of delaying or preventing a change
in control of the Company.  Under a Shareholders' Agreement, Motorola has the
right to nominate for election a number of directors proportionate to their
respective holdings of outstanding shares of Common Stock in the case of
Motorola, as long as it holds at least 10% of the outstanding shares it may
nominate at least one director, and that if it holds at least 20% of the
outstanding shares it may nominate at least two directors).  The principal
stockholders of the Company have agreed to vote in favor of each such nominee.





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