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 results
     of operations to differ materially from  those expressed in any  forward
     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  has attempted  to  list
     material  factors  comprehensively,  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.


     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, 1998, the Company  had $19.9 million in  cash
     and cash equivalents  with a  working capital  surplus of  approximately
     $28.2 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.


     Events in Asia, Latin America and Russia
<PAGE>
               Unforeseen events in Asia or Latin America could impact sales.
     Our current  assessment calls  for continued  deep recession  in  Japan,
     Korea, Thailand, Indonesia,  Malaysia, and  Hong Kong  and recession  or
     weak growth  in many  other Southeast  Asian developing  countries.   In
     Latin America, economies  have slowed  noticeably due  to high  interest
     rates but the region as  a whole is expected  to avoid recession.   This
     assessment presumes  the  two  regions'  currencies  and  stock  markets
     stabilize over the  next several  months and  that the  impact of  these
     events is limited outside the two  regions to slower economic growth  in
     the U.S.  and  Canada and  to  lower world  commodity  prices.   If  the
     region's currencies and/or  stock markets fail  to stabilize, if  China,
     Hong Kong, or Brazil were to devalue,  or if Japan were to experience  a
     financial collapse, then the impact on world growth and industry  demand
     would be more severe which could result in lower sales for the Company.

               Recent events also  highlight the risks  in Russia, which  has
     slipped back into severe recession.  Political and economic  instability
     is very high and a further deterioration could impact worldwide stock or
     currency markets, which  in turn could  weaken growth opportunities  for
     the Company.


     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  1998, sales  by  the
     Company to  two  customers, Qualcomm,  Inc.  and Guinea  Sotelgui  S.A.,
     accounted for 30% of total revenue.   During fiscal year 1997, sales  by
     the Company to Motorola represented approximately 44% of total  revenue.
     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, 1998,  Motorola
     had purchased approximately $27 million of product under this  contract.
     Because of  unfulfilled commitments  of approximately  $73 million,  the
     Company is currently  negotiating with Motorola  for resolution of  this
     contract, which  expires  on  December 31,  1998.    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.

               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.
<PAGE>
               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 such as Motorola, Ericsson, Nokia, Qualcomm  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  non-exclusive  royalty-bearing
     licenses to Motorola, Ericsson and Nokia, which enables these  companies
     to produce and sell products that 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.
<PAGE>
     Potential delisting from Nasdaq

               From  October  2,   1998,  until  December   1998  (the   last
     practicable date), the price for the  Company's Common Stock has  closed
     in the range of $0.969 to $0.594 per  share.  On November 12, 1998,  the
     Company received notification from Nasdaq that the Company has a  90-day
     period to bring  itself back into  compliance with  the Nasdaq's  rules,
     which require,  among other  things, that  listed companies  maintain  a
     minimum stock price per share of  one-dollar.  On October 30, 1998,  the
     Company announced  that its  Board of  Directors will  seek  shareholder
     approval at  its annual  shareholder meeting  on  January 26,  1999,  to
     effect a reverse stock  split.  By effectuating  a reverse stock  split,
     the Company expects to raise its share price above one-dollar and  bring
     itself back into  compliance with  this listing  requirement.   However,
     there can be no assurance that the reverse stock split will be  approved
     or that,  if  approved,  the company  will  remain  in  compliance  with
     Nasdaq's rules  regarding stock  price, market  capitalization or  other
     matters.

               If the Company's  stock is delisted  from the Nasdaq  National
     Market System, it would continue to be traded over the counter, but  the
     delisting would likely adversely affect the attractiveness of the  stock
     to many investors, including many institutional investors.  In addition,
     delisting of the stock  would give rise to  a right on  the part of  the
     holders of  the  Company's Series  A  Convertible Preferred  Stock  (the
     Preferred Stock) to redeem their Preferred  Stock at a redemption  price
     per Share equal to the greater of (i) $1,250 and (ii) the product of the
     conversion rate  at the  time of  delisting and  the closing  bid  price
     immediately prior to that date.  As of November 20, 1998, 13,506  Shares
     of Preferred Stock were issued and outstanding.


     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.  As  noted above, the  Company is currently  seeking to effect  a
     reverse stock split to avoid potential delisting from the Nasdaq  Market
     System.


     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 products.
<PAGE>

     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 believes that  some volatility experienced in  its
     fiscal year 1996 may have been attributable in part to the timing of the
     conversion of Convertible Debentures issued by the Company in 1995.  The
     Company currently has  16,506 shares of  Series A Convertible  Preferred
     Stock (Preferred Stock) outstanding.  The Preferred Stock 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.


     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.
<PAGE>

     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 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
<PAGE>
               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 need's 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

               The Company has instituted  quality monitoring procedures  and
     is ISO-9001 compliant.  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.

               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," and Rapid Technological Change.


     Conflicts of Interest
<PAGE>
               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  20, 1998, the  officers and  directors of
     the  Company,  together  with  entities affiliated with directors of the
     Company,  beneficially  own  approximately  46%  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 its holding of outstanding  shares of Common Stock,  as
     long as it holds at least 10% of the outstanding shares it may  nominate
     at least one director, and 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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