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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 and 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 LOSSES

     The Company commenced operations in 1986 and, although it
reported a profit for the fourth quarter of fiscal 1996, 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, 1996, the Company had $12.8 million in cash
and cash equivalents with a net working capital surplus of
approximately $26.6 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.  The Company anticipates that its cash
on hand, together with the Company's other capital sources, will
be sufficient to meet the Company's capital needs at least through
the end of 1997.  Management is currently exploring the
possibility of raising additional capital.  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 financing.  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.

     The Company has now 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 two out of three
of its manufacturing operations, and reduced its workforce from
approximately 250 to approximately 110.  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.
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MANAGEMENT TRANSITION

     The Company has experienced several significant changes in
management over the past year.  Richard Gerstner, who has served
as Chief Executive Officer since November 1993, resigned in
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 Chief Executive
Officer in April 1996.

     The Company has experienced a number of other changes in its
executives over the past year, and, as noted above, 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.

RELATIONSHIP WITH MOTOROLA

     The Company has several important relationships with
Motorola, Inc. ("Motorola"), which owns approximately 15% of the
Company's outstanding shares of common stock.

     Motorola was the Company's single largest customer in fiscal
1996 (See - Reliance on Key Customers). The Company also purchases
cellular transceivers from Motorola.  These purchases represented
approximately 54% of total cost of goods for the Company during
the preceding fiscal year.

     The Company and Motorola have expanded their purchase/supply
relationship into a cross-OEM arrangement under which the Company
will sell additional fixed wireless terminals to Motorola and
Motorola will sell current and future cellular products to the
Company.

     The Company and Motorola have entered into cross-licensing
relationships under their respective intellectual property rights.

     These and other aspects of the Company and Motorola's
relationship are discussed in more detail in the SEC Filings.

RELIANCE ON KEY CUSTOMERS

     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 1996,
sales by the Company to Motorola represented approximately 32% 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, and is negotiating for additional
business with Motorola for subsequent phases of the Hungarian
project. The Company also entered into an agreement with Motorola
providing for, among other things, a commitment by Motorola to
purchase $100 million of the Company's fixed wireless terminals
over a three-year period commencing January 1, 1996.  Future
orders by Motorola to the Company for the Hungarian project are
not guaranteed.  Also, 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 is set forth in the SEC
Filings.

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     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 the core
interface 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.

INTENSE COMPETITION IN INDUSTRY

     Competition in the wireless telecommunications equipment
industry is intense.  The industry includes major domestic and
international companies, 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 which enables Motorola 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 political,
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.

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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 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, if after such
sale Motorola owns less than 20% 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.

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 has been particularly volatile over
the past 12 months.  The Company believes that this volatility is
attributable in part to the timing on conversion of the $18
million in 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.

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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
proposed 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.

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 assurance 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 would have a material adverse
effect on the business of the Company.


DEPENDENCE ON CONTRACTORS FOR MANUFACTURING

     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.

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     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 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

     The officers and directors of the Company, together with
entities affiliated with directors of the Company, beneficially
own approximately 55% 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 elect all of the Company's directors and to determine the
outcome of corporate actions requiring stockholder approval,
regardless of how other stockholders of the Company may vote.  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), and the principal
stockholders of the Company have agreed to vote in favor of each
such nominee.