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Advisory Services Agreement

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August 8, 2000


Board of Directors Relm Wireless Corporation 7505 Technology Drive West Melbourne FL 32904


Attention: Mr. Donald F. U. Goebert
Chairman of the Board


Gentlemen:


This letter will confirm our understanding concerning the financial advisory services Janney Montgomery Scott LLC ("JMS") will render to Relm Wireless Corporation. ("Relm" or the "Company") in connection with an enhancement program for shareholder value which may include the sale of any or all of the Company's stock or assets, or its merger, consolidation or other type of combination ("Transaction").


JMS' understanding with respect to its engagement by Relm to provide financial advisory services is as follows:


1. JMS shall have the exclusive opportunity to represent Relm for six months commencing at the date of this letter. JMS will expeditiously move discussions forward with certain identified qualified acquirer/merger candidates for Relm as approved by the Company in writing, a list of which will be updated from time to time during the term of this agreement and constitute the Buyer(s) to be covered under item 3. below.


2. Relm management will assist JMS in the preparation of any memorandum utilized in this effort, and will cooperate with JMS and potential acquirer/merger candidates in analyzing data presented, management interviews, and facility visits.


3. Within an 18-month period from the date hereof, should any company, individual or other entity introduced by JMS or otherwise, or involved in negotiation during the term of this agreement ("Buyer(s)") acquire, or enter into a letter of intent or other contractual relationship to acquire and subsequently acquires within 24 months from the date hereof, any or all of the stock or assets of Relm, or any subsidiary of affiliate thereof, as part of a corporate acquisition transaction, or likewise merge, consolidate or


Relm Wireless Corporation
Page 2


otherwise combine with Relm during the same time frames, or should Relm or any of its subsidiaries of affiliates likewise purchase any or all of the stock or assets of, or merge, consolidate or otherwise combine with any Buyer(s) as part of a corporate acquisition transaction during the same time frames, JMS shall be paid a cash fee ("Fee") by Relm at the closing equal to:


2% of the first $16 million of Transaction Value or portion thereof;
2.5% of the next $14 million of Transaction Value or portion thereof; and
4% of the Transaction Value thereafter.


4. As used herein the term Transaction Value, unless otherwise mutually agreed upon by Relm and JMS, is defined as follows:


a. In the case of a cash transaction, the total cash consideration
paid plus the principal amount of debt assumed by the Buyer on the day of
the transaction.


b. In the case of publicly traded common stock, the total public
market value of such common stock based on the closing price on the day of
the transaction plus the principal amount of debt assumed by the Buye
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