LCC INTERNATIONAL INC, DEF 14A, 1999-04-30

LCC INTERNATIONAL INC
DEF 14A, 1999-04-30
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

LCC INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials:

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, Schedule or Registration Statement no.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2

[LCC INTERNATIONAL LOGO]

LCC INTERNATIONAL, INC.
7925 JONES BRANCH DRIVE
MCLEAN, VA 22102

April 30, 1999

Dear Stockholder:

You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of LCC International, Inc., to be held on Tuesday, May 25, 1999 at 10:00 a.m.
(eastern daylight time) at the offices of LCC International, Inc., 7925 Jones
Branch Drive, McLean, Virginia, 22102.

At this meeting, you will be asked to vote, in person or by proxy, on the
following matters: (i) the election of the Board of Directors, which consists of
five members; (ii) the ratification of the appointment of KPMG LLP as the
Company's independent auditors; and (iii) any other business as may properly
come before the meeting or any adjournments thereof. The official Notice of
Meeting, proxy statement and form of proxy and the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 are included with this
letter. The matters listed in the Notice of Meeting are described in detail in
the proxy statement.

Regardless of your plans for attending in person, it is important that your
shares be represented and voted at the 1999 Annual Meeting. Accordingly, you are
urged to complete, sign and mail the enclosed proxy card as soon as possible.

Sincerely,
/s/ Dr. Rajendra Singh

DR. RAJENDRA SINGH
Interim President and Chief Executive
Officer
<PAGE> 3

[LCC INTERNATIONAL LOGO]

LCC INTERNATIONAL, INC.
7925 JONES BRANCH DRIVE
MCLEAN, VIRGINIA 22102

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 1999

NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders (the
"Annual Meeting") of LCC International, Inc. (the "Company") will be held on
Tuesday, May 25, 1999 at 10:00 a.m. (eastern daylight time) at the offices of
LCC International, Inc., 7925 Jones Branch Drive, McLean, Virginia, 22102, to
consider and act upon the following proposals:

1. To elect the Board of Directors, which consists of five members;

2. To ratify the appointment of KPMG LLP as the Company's independent
auditors for the fiscal year ending December 31, 1999; and

3. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on March 30, 1999 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting. Only holders of Class A Common Stock and Class B
Common Stock of record at the close of business on that date will be entitled to
notice of and to vote at the Annual Meeting or any adjournments thereof. A list
of the Company's stockholders entitled to vote at the Annual Meeting will be
open to the examination of any stockholder for any purpose germane to the
meeting during ordinary business hours for a period of ten (10) days before the
Annual Meeting at the Company's offices.

By Order of the Board of Directors
/s/ Peter A. Deliso

PETER A. DELISO
Secretary

McLean, Virginia
April 30, 1999
<PAGE> 4

LCC INTERNATIONAL, INC.
7925 JONES BRANCH DRIVE
MCLEAN, VIRGINIA 22102

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 1999

SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

This Proxy Statement and the accompanying Notice of Annual Meeting and form
of Revocable Proxy are being furnished, on or about April 30, 1999, to the
stockholders of LCC International, Inc. (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company to be used at
the 1999 Annual Meeting of Stockholders of the Company (the "Annual Meeting") to
be held on Tuesday, May 25, 1999 at 10:00 a.m. (eastern daylight time) at the
offices of LCC International, Inc., 7925 Jones Branch Drive, McLean, Virginia,
22102, and any adjournment thereof.

The purpose of the Annual Meeting is (i) to elect the Board of Directors,
which consists of five members; (ii) to ratify the appointment of KPMG LLP as
the Company's independent auditors for the fiscal year ending December 31, 1999;
and (iii) to transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.

If the enclosed form of proxy is properly executed and returned to the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions thereon. EXECUTED BUT
UNMARKED PROXIES WILL BE VOTED: (i) FOR THE ELECTION OF FIVE DIRECTORS TO THE
BOARD OF DIRECTORS; AND (ii) FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP
AS THE COMPANY'S INDEPENDENT AUDITORS. If any other matters are properly brought
before the Annual Meeting, proxies will be voted in the discretion of the proxy
holders. The Company is not aware of any such matters that are proposed to be
presented at its Annual Meeting.

The cost of soliciting proxies in the form enclosed herewith will be borne
entirely by the Company. The Company has retained D.F. King & Co., Inc. to
solicit proxies on its behalf for a fee of approximately $3,500. In addition,
proxies may be solicited by directors, officers and regular employees of the
Company, without extra remuneration, by personal interviews, telephone,
telegraph or otherwise. The Company will request persons, firms and corporations
holding shares in their name or in the names of their nominees, which are
beneficially owned by others, to send proxy materials to and obtain proxies from
the beneficial owners and will reimburse the holders for their reasonable
expenses in doing so.

The securities which can be voted at the Annual Meeting consist of shares
of Class A Common Stock, par value $.01 ("Class A Common Stock"), and Class B
Common Stock, par value $.01 ("Class B Common Stock" and together with the Class
A Common Stock, the "Common Stock"), of the Company. Each outstanding share of
Class A Common Stock entitles its owner to one vote on each matter as to which a
vote is taken at the Annual Meeting. Each outstanding share of Class B Common
Stock entitles its owner to ten votes on each matter as to which a vote is taken
at the Annual Meeting. The close of business on March 30, 1999 has been fixed by
the Board of Directors as the record date (the "Record Date") for determination
of stockholders entitled to vote at the Annual Meeting. The number of shares of
Class A Common Stock and Class B Common Stock outstanding and entitled to vote
on the Record Date was 7,200,648 and 8,460,984, respectively. The presence, in
person or by proxy, of shares of Common Stock issued and outstanding and
constituting at least a majority of the votes entitled to vote on the Record
Date is necessary to constitute a quorum at the Annual Meeting. Stockholders'
votes will be tabulated by the Company's Secretary and Controller, who have been
appointed by the Board of Directors to act as inspectors of election for the
Annual Meeting. Under Delaware corporate law and the Company's Amended and
Restated Bylaws (the "Bylaws"), directors are elected by a plurality of votes
cast by the shares present (in person or by proxy) and entitled to vote. Unless
otherwise required by law or the Company's Restated Certificate of Incorporation
or Bylaws, any other matter put to a stockholder vote will be decided by the
affirmative vote of a majority of the votes cast on
<PAGE> 5

the matter. Abstentions and broker non-votes are not included as votes cast and
accordingly will be excluded from the total number of votes upon which a
majority is based. Thus, votes to abstain and broker non-votes will have no
effect on the vote tabulation for such proposals.

The presence of a stockholder at the Annual Meeting will not automatically
revoke the stockholder's proxy. However, a stockholder may revoke a proxy at any
time prior to its exercise by filing with the Secretary of the Company a written
notice of revocation, by delivering to the Company a duly executed proxy bearing
a later date or by attending the Annual Meeting and voting in person.

------------------------

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
APPROVAL OF THE PROPOSALS SET FORTH IN THIS PROXY STATEMENT.

------------------------

CERTAIN BACKGROUND INFORMATION REGARDING THE COMPANY

The Company's business commenced in 1983 in a corporation named LCC
Incorporated (presently named Cherrywood Holdings, Inc. ("Cherrywood")), a
Kansas corporation organized in 1983 and wholly owned by Dr. Rajendra and Neera
Singh and certain Singh family trusts. In 1994 Cherrywood transferred the
business to Telcom Ventures, L.L.C. ("Telcom Ventures"), a Delaware limited
liability company, for a 75% interest in Telcom Ventures. At the same time,
certain entities formed by The Carlyle Group, a Washington, D.C.-based
investment group (the "Carlyle Investors"), acquired a 25% interest in Telcom
Ventures in consideration of a cash contribution. Telcom Ventures then formed
LCC, L.L.C. (the "Limited Liability Company"), a Delaware limited liability
company, and transferred the business to the Limited Liability Company in
exchange for a 99% interest in the Limited Liability Company. Cherrywood and TC
Group, L.L.C., an affiliate of the Carlyle Investors ("TC Group"), received
direct interests of 0.75% and 0.25%, respectively, in the Limited Liability
Company. LCC International, Inc. was formed in June 1996 for the purpose of
effecting an initial public offering of equity securities which was accomplished
by the merger of the Limited Liability Company with and into LCC International,
Inc. (the "Merger") in connection with the initial public offering of LCC
International, Inc.'s Class A Common Stock (the "Offering"). Prior to the
Merger, Telcom Ventures transferred its interest in the Limited Liability
Company to RF Investors, L.L.C. ("RF Investors"), a Delaware limited liability
company of which Telcom Ventures owns 99% and Cherrywood and TC Group own 0.75%
and 0.25%, respectively. Since the Offering, Cherrywood and TC Group have
transferred to RF Investors the shares of the Company which they received as a
result of the Merger.

Unless the context indicates or requires otherwise, references in this
Proxy Statement to the "Company" are to its predecessor entities and their
respective subsidiaries prior to the Merger and to LCC International, Inc. and
its subsidiaries after the Merger.

2
<PAGE> 6

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 23, 1999 by (i) each
director (and director nominee), (ii) the Chief Executive Officers that served
during 1998, each of the other four most highly compensated executive officers
whose total annual salary and bonus exceeded $100,000 during the year ended
December 31, 1998, and two other individuals who would have been among the four
most highly compensated executive officers whose total annual salary and bonus
exceeded $100,000 during the year ended December 31, 1998 except that they were
not serving as an executive officer at the end of fiscal year 1998 (the "Named
Executive Officers"), (iii) all persons known to the Company to be beneficial
owners of more than 5% of its outstanding Class A or Class B Common Stock and
(iv) all directors and executive officers as a group. This information is based
upon the most recent filing made by such persons with the Securities and
Exchange Commission (the "Commission") or information provided to the Company by
such persons. Under the rules of the Commission, a person is deemed a
"beneficial owner" of a security if such person has or shares the power to vote
or direct the voting of such security or the power to dispose or direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which that person has the right to acquire beneficial
ownership within 60 days. More than one person may be deemed to be a beneficial
owner of the same securities.

<TABLE>
<CAPTION>
NUMBER OF SHARES
------------------------------- PERCENT OF
NUMBER OF NUMBER OF COMMON STOCK
NAME, ADDRESS AND TITLE(1) CLASS A SHARES CLASS B SHARES OUTSTANDING
-------------------------- -------------- -------------- ---------------
<S> <C> <C> <C>
RF Investors, L.L.C.(2)(3)(4)....................... 28,411 8,460,984 54.3%
Telcom Ventures, L.L.C.(5)
Cherrywood Holdings, Inc.(5)
211 North Union Street
Alexandria, Virginia 22314
MCI Telecommunications Corporation(6)(7)............ 2,841,099 -- 15.4%
1801 Pennsylvania Ave., N.W
Washington, DC 20006
Pilgrim Baxter & Associates, Ltd.(8)................ 515,000 -- 3.3%
825 Duportail Road
Wayne, PA 19087
Wellington Management Company, LLP(9)............... 1,383,000 -- 8.8%
Wellington Trust Company, NA (9)
75 State Street
Boston, Massachusetts 02109
Advantus Capital Management(10)..................... 421,500 -- 2.7%
The Minnesota Mutual Life Insurance Company
(10)
MIMLIC Asset Management Company(10)
400 Robert Street North
St. Paul, MN 55101
Dr. Rajendra Singh, Chairperson of the Board of 68,411 8,665,984 55.1%
Directors and Interim President and Chief
Executive Officer(2)(3)(4)(5)(11).................
c/o Telcom Ventures, L.L.C
211 North Union Street
Alexandria, Virginia 22314
Neera Singh, Director(2)(3)(4)(5)(11)............... 68,411 8,665,984 55.1%
c/o Telcom Ventures, L.L.C
211 North Union Street
Alexandria, Virginia 22314
</TABLE>

3
<PAGE> 7

<TABLE>
<CAPTION>
NUMBER OF SHARES
------------------------------- PERCENT OF
NUMBER OF NUMBER OF COMMON STOCK
NAME, ADDRESS AND TITLE(1) CLASS A SHARES CLASS B SHARES OUTSTANDING
-------------------------- -------------- -------------- ---------------
<S> <C> <C> <C>
Mark D. Ein, Director(12)........................... 61,000 -- .4%
c/o The Carlyle Group
1001 Pennsylvania Ave., N.W
Washington, DC 20004
Dr. Arno A. Penzias, Director(13)................... 25,667 -- .2%
c/o Lucent Technologies/Bell Labs
700 Mountain Ave
Murray Hill, NJ 07974-0636
Steven J. Gilbert, Director......................... 25,000 -- .2%
c/o LCC International, Inc.
7925 Jones Branch Drive
McLean, Virginia 22102
NAMED EXECUTIVE OFFICERS AS OF 12/31/98:
J. Michael Bonin, Senior Vice President, Field 31,000 -- .2%
Measurement Systems(14)...........................
c/o LCC International, Inc.
7925 Jones Branch Drive
McLean, Virginia 22102
Richard Hozik, Senior Vice President, Chief 55,800 -- .4%
Financial Officer and Treasurer(15)...............
c/o LCC International, Inc.
7925 Jones Branch Drive
McLean, Virginia 22102
Donald R. Rose, Senior Vice President and Chief 507,155 -- 3.1%
Operating Officer(16).............................
c/o LCC International, Inc.
7925 Jones Branch Drive
McLean, Virginia 22102
Stuart P. Lawson, Vice President, Controller and 8,779 -- *
Assistant Secretary(17)...........................
c/o LCC International, Inc.
7925 Jones Branch Drive
McLean, Virginia 22102
FORMER NAMED EXECUTIVE OFFICERS
Dr. Geoffrey S. Carroll, Director (18).............. 195,000 -- 1.2%
c/o LCC International, Inc.
7925 Jones Branch Drive
McLean, Virginia 22102
Piyush Sodha(19).................................... -- -- *
c/o LCC International, Inc.
7925 Jones Branch Drive
McLean, Virginia 22102
</TABLE>

4
<PAGE> 8

- ---------------
* Less than 0.1%.

(1) Unless otherwise noted, the Company believes that each of the stockholders
has sole voting and dispositive power with respect to the shares of Common
Stock owned by it, him or her.

(2) Includes the 85,233 shares of Class B Common Stock received by Cherrywood
and the 28,411 shares of Class A Common Stock received by TC Group as a
result of the Merger. These shares were transferred to RF Investors in
April 1997. Cherrywood and TC Group hold 0.75% and 0.25%, respectively, of
the outstanding equity interests of RF Investors. The remaining 99% is held
by Telcom Ventures.

(3) Represents all outstanding shares of the Class B Common Stock.

(4) On January 28, 1999, the Company issued its promissory note in the
principal amount of $5,000,000 to Telcom Ventures. The promissory note is
due on April 30, 2000 or upon the occurrence of certain events such as the
sale of all or substantially all of the assets of the Company and bears
simple interest at a rate of 9% per annum. The promissory note is
convertible, in whole but not in part, into shares of Class A Common Stock
on or after August 1, 1999 at the option of the Company or Telcom Ventures
at a rate of 1 share for every $6.22 of outstanding principal and interest
converted, subject to adjustment. See note (5) below.

(5) Telcom Ventures is owned 75% by Cherrywood and 25% by certain entities
formed by the Carlyle Investors. Cherrywood is owned by Dr. Rajendra Singh,
Neera Singh and certain Singh Children Family Trusts. Dr. Rajendra Singh
and Neera Singh are the executive officers of Cherrywood and its sole
directors.

(6) Consists entirely of shares which may be acquired within 60 days upon
exchange of the Company's outstanding indebtedness to MCI
Telecommunications ("MCI"). See "Certain Relationships and Related
Transactions -- The Exchangeable Notes."

(7) Represents 28.3% of the outstanding shares of the Class A Common Stock
(assumes conversion of 100% of convertible subordinated debt).

(8) Represents 7.2% of the outstanding shares of the Class A Common Stock.

(9) Represents 19.3% of the outstanding shares of Class A Common Stock.
Wellington Trust Company, NA is a wholly owned subsidiary of Wellington
Management Company, LLP. According to the individual Forms 13-G filed on
December 31, 1998 by each of Wellington Management Company, LLP and
Wellington Trust Company, Wellington Trust Company is the beneficial owner
and has the shared power to dispose or direct the disposition of 675,000
shares of Class A Common Stock.

(10) Represents 5.9% of the outstanding shares of the Class A Common Stock.
Advantus Capital Management, Inc., an investment advisor registered under
the Investment Advisers Act of 1940, is a wholly owned subsidiary of MIMLIC
Asset Management Company, which is a wholly owned subsidiary of The
Minnesota Mutual Life Insurance Company. The Minnesota Mutual Life
Insurance Company and

5
<PAGE> 9

MIMLIC Asset Management Company, through their control of Advantus Capital
Management, Inc., each has the sole power to vote and to dispose of the
shares owned by persons advised by Advantus Capital Management, Inc.

(11) Includes 205,000 shares which may be acquired within 60 days pursuant to
options granted, or to be granted, to Dr. Rajendra Singh and Neera Singh
pursuant to the Directors Plan.

(12) Includes 40,000 and 20,000 shares which may be acquired within 60 days
pursuant to options granted under the Directors Plan and the Employee Plan,
respectively. Mr. Ein is a Principal of The Carlyle Group, an affiliate of
the Carlyle Investors. Mr. Ein disclaims beneficial ownership of the shares
of Common Stock owned indirectly by the Carlyle Investors through their 25%
ownership of Telcom Ventures and any shares of stock issuable upon the
exercise of stock options granted to TC Group in connection with the
Offering.

(13) Includes 16,667 shares which may be acquired within 60 days pursuant to
stock options granted under the Directors Plan, and 9,000 shares held by
this director's wife.

(14) Consists entirely of shares which may be acquired within 60 days pursuant
to stock options granted under the Employee Plan.

(15) Consists entirely of shares which may be acquired within 60 days pursuant
to stock options granted under the Employee Plan.

(16) Consists entirely of shares which may be acquired within 60 days pursuant
to stock options granted under the Employee Plan.

(17) Includes 7,223 shares which may be acquired within 60 days pursuant to
stock options granted under the Employee Plan.

(18) Consists entirely of shares which may be acquired within 60 days pursuant
to stock options granted under a resignation agreement. See "Employment
Agreements" below. Dr. Carroll served as the Company's President and Chief
Executive Officer from January 15, 1998 to October 5, 1998, and is
currently a director of the Company. Dr. Carroll has not been nominated for
reelection at the Annual Meeting, and, therefore, his term as director will
terminate on the date of the Annual Meeting.

(19) Mr. Sodha resigned as the Company's President and Chief Executive Officer
on January 19, 1998.

(20) Mr. Vincent served as Group Vice President, Services until August 31, 1998.

(21) Includes 46,500 shares which may be acquired within 60 days pursuant to
stock options granted under the Employee Plan and 200 shares held by Mr.
Navarrete's son. Mr. Navarrete served as Senior Vice President, Business
Development until April 15, 1999. He ceased being an executive officer of
the Company on April 14, 1998.

(22) Does not include former executive officers. Includes (i) the shares held by
RF Investors, (ii) shares which may be acquired within 60 days pursuant to
options granted pursuant to the Employee Plan and the Directors Plan, as
described in the footnotes to this table, (iii) 1,500 shares held by Peter
A. Deliso, Vice President, Corporate Affairs, General Counsel and Secretary
and (iv) 46,500 shares which may be acquired by Mr. Deliso within 60 days
pursuant to options granted under the Employee Plan.

6
<PAGE> 10

MATTERS TO BE ACTED ON

ELECTION OF DIRECTORS
(PROPOSAL 1)

The Board of Directors consists of five members. At the Annual Meeting,
five directors will be elected, each to serve until the next Annual Meeting of
Stockholders and until his or her successor is elected and qualified or until
such director's earlier death, resignation or removal.

Unless otherwise instructed on the proxy, the persons named in the proxy to
vote the shares represented by each properly executed proxy shall vote for the
election as directors the persons named below as nominees. Directors will be
elected by a plurality vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ITS NOMINEES FOR
DIRECTORS.

INFORMATION AS TO NOMINEES

Set forth below is certain information with respect to the nominees of the
Board of Directors for election as directors at the Annual Meeting.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Mark D. Ein......................... 34 Director
Steven J. Gilbert................... 51 Director
Dr. Arno A. Penzias................. 66 Director
Dr. Rajendra Singh.................. 44 Chairperson of the Board of Directors and
Interim President and Chief Executive Officer
Neera Singh......................... 40 Director
</TABLE>

Mark D. Ein. Mark D. Ein has served as a Director of the Company since
January 1994. He is a member of the Audit and Compensation Committees and the
Chairperson of the Audit Committee. Mr. Ein is a Principal of The Carlyle Group,
a private investment firm and an affiliate of the Carlyle Investors. Mr. Ein is
currently a director of Telcom Ventures, L.L.C., RF Investors, L.L.C., and
various private companies. Mr. Ein worked for Brentwood Associates, a private
equity investment firm, from 1989 to 1990, and for Goldman, Sachs & Co. from
1986 to 1989.

Steven J. Gilbert. Steven J. Gilbert is currently Chairman of the Board of
Gilbert Global Equity Partners, L.P., a billion dollar private equity fund, a
Director of NFO Worldwide, Inc., an international research company. From 1992 to
1997 he was the Founder and Managing General Partner of Soros Capital L.P., the
principal venture capital and leveraged transaction entity of the Quantum Group
of Funds, and a principal Advisor to Quantum Industrial Holdings Ltd. From 1988
through 1992 he was the Managing Director of Commonwealth Capital Partners,
L.P., a private equity investment firm. From 1984 to 1988, Mr. Gilbert was the
Managing General Partner of Chemical Venture Partners (now Chase Capital), which
he founded. Mr. Gilbert has 29 years of experience in private equity investing,
investment banking and law. Mr. Gilbert has practiced law at Goodwin Procter &
Hoar in Boston, Massachusetts, and he was an associate in corporate finance at
Morgan Stanley & Co. from 1972 to 1976, a Vice President of Wertheim & Co., Inc.
from 1976 to 1978 and a Managing Director of E. F. Hutton International from
1978 to 1980. Mr. Gilbert is also currently a director of NFO Worldwide, Inc.,
an international research company, Terra Nova Insurance (Bermuda) Co. Ltd., a
reinsurance company, Veritas, Inc., a worldwide seismic company, Star City
Holdings, Ltd., an Australian gaming concern, and One Tel Ltd., an Australian
wireless telephone and ISP company.

Dr. Arno A. Penzias. Dr. Arno A. Penzias has been a Director of the
Company since July 1996. He is a member of the Audit and Compensation Committees
and the Chairperson of the Compensation Committee. Dr. Penzias currently is
Senior Technology Advisor of Lucent Technologies, Bell Labs Innovations. From
1995 until 1996, Dr. Penzias was Vice President and Chief Scientist of AT&T Bell
Laboratories. From 1981

7
<PAGE> 11

through 1995, he was Vice President, Research of AT&T Bell Laboratories. As a
scientist, Dr. Penzias is best known for his contributions to astrophysics,
which earned him the Nobel Prize for Physics in 1978. Dr. Penzias also is
currently a member of the Board of Directors of WarpSpeed Communications, Inc.,
a communications service company, Arthur D. Little, Inc., a consulting company,
and several private companies.

Dr. Rajendra Singh. Dr. Rajendra Singh is the Chairperson of the Board of
the Directors, Interim President and Chief Executive Officer, member of the
Compensation Committee and co-founder of the Company. Dr. Singh was President of
the Company from its formation in 1983 until September 1994, was Chief Executive
Officer from January 1994 until January 1995, and was Treasurer from January
1994 until January 1996. Dr. Singh is also Chairman of the Members Committee of
Telcom Ventures L.L.C. and of RF Investors, L.L.C. Dr. Singh is married to Neera
Singh, a Director and, until September 1996, an executive officer, of the
Company. Dr. Singh is also a principal owner of Cherrywood Holdings, Inc. Dr.
Singh is also a director of Teligent, Inc., a wireless local access provider.

Neera Singh. Neera Singh is a co-founder of the Company and has been a
Director of the Company since its inception. Ms. Singh served as Vice President
of the Company from its formation in 1983 to October 1991 and Executive Vice
President from January 1994 until September 1996. Ms. Singh also served as
Co-Chairperson of the Company from January 1995 until September 1996. Ms. Singh
is a member of the Audit Committee. Ms. Singh is a member of the Members
Committee of Telcom Ventures, L.L.C. and RF Investors, L.L.C. Ms. Singh is
married to Dr. Rajendra Singh, a Director and former executive officer of the
Company. Ms. Singh is also a principal owner of Cherrywood Holdings, Inc.

CORPORATE GOVERNANCE AND OTHER MATTERS

The Board of Directors acts as a nominating committee for selecting
nominees for election as directors. The Company's Bylaws also permit
stockholders eligible to vote at the Annual Meeting to make nominations for
directors if such nominations are made pursuant to timely notice in writing to
the Secretary of the Company and include certain information specified in
Section 3.4 of the Company's Bylaws concerning each person the stockholder
proposes to nominate for election and the nominating stockholder. The Bylaws
also permit stockholders to propose other business to be brought before an
annual meeting, provided that such proposals are made pursuant to timely notice
in writing to the Secretary of the Company. To be timely for the Annual Meeting,
notice must have been delivered to, or mailed to and received at, the principal
executive offices of the Company no later than December 19, 1998. No such
nominations or proposals have been received in connection with the Annual
Meeting.

The Board of Directors has established an Audit Committee and a
Compensation and Stock Option Committee (the "Compensation Committee"). The
Audit Committee is comprised of Mr. Ein, Dr. Penzias and Ms. Singh; Mr. Ein is
Chairperson of the Committee. The Audit Committee examines and considers matters
relating to the financial affairs of the Company, including reviewing the
Company's annual financial statements, the scope of the independent annual audit
and internal audits and the independent auditors' letter to management
concerning the effectiveness of the Company's internal financial and accounting
controls. The Audit Committee held one meeting during the year ended December
31, 1998.

The Compensation Committee is comprised of Mr. Ein, Dr. Penzias and Dr.
Singh; Dr. Penzias is Chairperson of the Committee. The Compensation Committee
considers and makes recommendations to the Board of Directors with respect to
programs for human resource development and management organization and
succession, approves changes in senior executive compensation, considers and
makes recommendations to the Board of Directors with respect to general
compensation matters and policies and employee benefit and incentive plans and
administers the Company's stock option plans, grants stock options under such
stock option plans and exercises all other authority granted to it to administer
such stock option plans. The Compensation Committee met four times during the
year ended December 31, 1998 and it took action by unanimous written consent on
one other occasion.

During the year ended December 31, 1998, the Board of Directors held five
meetings and took action by unanimous written consent on one other occasion. No
incumbent director attended fewer than 75% of the total
8
<PAGE> 12

number of meetings of the Board of Directors and committees of the Board of
Directors on which he or she served during the period on which he or she served.

COMPENSATION OF DIRECTORS

The Company has entered into an agreement with one of its directors, Dr.
Arno A. Penzias, pursuant to which the Company has agreed to compensate Dr.
Penzias for his services as a director as follows: (i) an annual fee of $20,000,
(ii) a fee of $1,000 for each meeting of the Board of Directors he attends,
(iii) an annual fee of $2,000 for each Committee on which he serves (he
presently serves on the Audit and Compensation Committees), and (iv) an annual
fee of $3,000 for any committee which he chairs (he presently chairs the
Compensation Committee). The Company paid Dr. Penzias a total of $37,000
pursuant to this agreement during the year ended December 31, 1998.

The Company has entered into a Resignation Agreement with Dr. Geoffrey S.
Carroll, under which Dr. Carroll is receiving compensation for advisory services
provided to the Company. See "Employment Agreements" below. Dr. Carroll receives
no compensation in his capacity as a director of the Company.

DIRECTORS PLAN

The Directors Plan provides for the "formula" grant of options to directors
who are not officers or employees of the Company and authorizes the issuance of
up to 140,000,000 shares of Class A Common Stock and 250,000 shares of Class B
Common Stock. The option exercise price for options granted under the Directors
Plan is 100% of the fair market value of the underlying shares on the date of
the grant of the options. Under the Directors Plan, each director of the Company
who is not eligible to hold shares of Class B Common Stock is granted (to the
extent there are authorized shares available therefor) an initial option to
purchase 10,000 shares of Class A Common Stock in connection with the Offering
or on later commencement of service and may thereafter be granted additional
options to purchase shares of Class A Common Stock upon authorization thereof by
the Board of Directors. Each Eligible Director who is eligible to hold shares of
Class B Common Stock is granted (to the extent there are authorized shares
available therefor) an initial option to purchase 35,000 shares of Class B
Common Stock in connection with the Offering or on later commencement of
service, and an additional option to purchase 22,500 shares of Class B Common
Stock as of each of the next four annual meetings of the stockholders of the
Company if the Eligible Director continues to be an Eligible Director.

On May 19, 1998, each of Dr. and Mrs. Singh received options to purchase
22,500 shares of Class B Common Stock pursuant to the Directors Plan at an
exercise price of $18.25, the fair market value on the date of grant. The
options granted to the Singhs have a term of five years and vested immediately
upon their grant. Also on May 19, 1998, Dr. Penzias received an option to
purchase 10,000 shares of Class A Common Stock pursuant to the Directors Plan at
an exercise price of $18.25 per share, the fair market value on the date of
grant. The options granted to Dr. Penzias vest in equal installments on each of
the first three anniversaries of the date of grant and are for a term of ten
years.

On February 12, 1999, Steven J. Gilbert received an option to purchase
10,000 shares of Class A Common Stock pursuant to the Directors Plan at an
exercise price of $5.094 per share, the fair market value on the date of grant.
The option granted to Mr. Gilbert vest in equal installments on each of the
first three anniversaries of the date of grant and are for a term of ten years.

EMPLOYEE PLAN

The Employee Plan provides for the grant of options that are intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code to employees of the Company or any of its subsidiaries, as well as the
grant of non-qualifying options to employees and any other individuals whose
participation in the Employee Plan is determined to be in the best interest of
the Company. The Employee Plan authorizes the issuance of up to 4,725,000 of
Class A Common Stock pursuant to options granted under the Employee Plan. The
option exercise price for incentive stock options granted under the Employee
Plan may not be less than 100% of the fair market value of the Class A Common
Stock on the date of grant of the
9
<PAGE> 13

option (or 110% in the case of an incentive stock option granted to an optionee
beneficially owning more than 10% of the outstanding Class A Common Stock). The
option exercise price for non-incentive stock options granted under the Employee
Plan may not be less than the par value of the Class A Common Stock on the date
of grant of the option. The maximum option term is 10 years (or five years in
the case of an incentive stock option granted to an optionee beneficially owning
more than 10% of the outstanding Class A Common Stock). Options may be exercised
at any time after grant, except as otherwise provided in the particular option
agreement. There is also a $100,000 limit on the value of Class A Common Stock
(determined at the time of grant) covered by incentive stock options that first
become exercisable by an optionee in any year. The maximum number of shares of
Class A Common Stock subject to options that can be awarded under the Employee
Plan to any person is 1,000,000 shares.

No directors received stock options under the Employee Plan in 1998.

MANAGEMENT

The executive officers of the Company, and their respective ages as of
April 30, 1999, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Dr. Rajendra Singh.................... 44 Interim President and Chief Executive
Officer
Richard Hozik......................... 48 Senior Vice President, Chief Financial
Officer and Treasurer
J. Michael Bonin...................... 42 Senior Vice President, Field
Measurement Systems
Michael S. McNelly.................... 48 Senior Vice President, Consulting
Services -- Telecom Services
Donald R. Rose........................ 43 Senior Vice President and Chief
Operating Officer
Peter A. Deliso....................... 38 Vice President, Corporate Affairs,
General Counsel and Secretary
Stuart P. Lawson...................... 43 Vice President, Controller and
Assistant Secretary
</TABLE>

DR. RAJENDRA SINGH. See "Information as to Nominees" above.

RICHARD HOZIK. Richard Hozik has been Senior Vice President and Chief
Financial Officer of the Company since November 1995 and Treasurer since January
1996. From October 1992 to October 1995, Mr. Hozik was employed by the J.E.
Robert Companies, a privately held real estate investment and management
company, where he held the position of Senior Vice President and Chief Financial
Officer. From April 1992 to September 1992, Mr. Hozik was the Managing Partner
of Hozik & Associates, a management consulting firm. From March 1982 to March
1992, Mr. Hozik was with GRC International, Inc. (formerly Flow General Inc.)
("GRC"), a publicly traded international technology-based products and services
company, where he served as Vice President, Treasurer and Chief Financial
Officer of GRC and President and Chief Executive Officer of its Biomedical
Group. From 1973 to 1982, Mr. Hozik was with the international public accounting
firm of Arthur Andersen LLP.

J. MICHAEL BONIN. J. Michael Bonin became Senior Vice President of the
Company's Field Measurement Systems Group in August of 1998. Prior his present
role, Mr. Bonin was a Senior Vice President in charge of Hardware Products. From
July 1993 until January 1997 he was Vice President, Hardware Products, of the
Company. From 1989 until 1993 he was Director of Hardware Products of the
Company. Prior to joining the Company in 1989, Mr. Bonin was Vice President and
General Manager of T-Line Services, Inc., a digital microwave communications
firm in San Francisco, California. Prior thereto, from 1985 to 1987,

10
<PAGE> 14

Mr. Bonin was principal and founder of a start-up manufacturing division for an
international optical laser company in Irvine, California.

MICHAEL S. MCNELLY. As Senior Vice President of Telecom Services and
former President and Chief Executive Officer of Koll Telecommunication Services
("KTS"), Mike McNelly is primarily responsible for the ongoing development of
LCC's network implementation group domestically and the launching of the group
internationally. Prior to founding KTS, Mr. McNelly served as the Executive Vice
President of Engineering and Operations for Los Angeles Cellular Telephone
Company ("LA Cellular"). Before joining LA Cellular, Mr. McNelly was the Vice
President and General Manager for PacTel Development Corporation. Mr. McNelly
started his telecommunication industry career in 1981 as a member of the Allnet
Communications microwave engineering team and advanced there to the position of
Director of Microwave Engineering. In 1985, he joined Cellular One - San
Francisco and worked his way to the position of Vice President of Engineering
and Operations.

DONALD R. ROSE. Donald R. Rose has been Chief Operating Officer since
December 1998. From March 1998 to December 1998, Mr. Rose served as Senior Vice
President of the Company and was responsible for handling special projects on
behalf of the Company's President and Chief Executive Officer. From July 1997 to
March 1998, Mr. Rose reduced his activities and responsibilities within the
Company to pursue personal interests. From August 1996 to July 1997, Mr. Rose
was the Senior Vice President, Software of the Company. From October 1990 until
August 1996, Mr. Rose was Senior Vice President, Engineering of the Company, and
from 1987 until October 1990, he was Vice President, Engineering of the Company.
Before joining the Company, Mr. Rose was Senior Project Engineer of Los Angeles
Cellular Telephone Co. and a Senior Engineer of Moffet, Larson & Johnson, P.C.,
a telecommunications consulting firm.

PETER A. DELISO. Peter A. Deliso has been the Company's General Counsel
since June 1994 and Vice President, Corporate Affairs, and Secretary since
January 1996. From late 1989 until January 1994, Mr. Deliso served as Corporate
Counsel for Mobile Telecommunication Technologies Corp. ("Mtel") and its various
domestic and international subsidiaries. Prior to his employment with Mtel, Mr.
Deliso was with the law firm of Garvey, Schubert & Barer specializing in
international, corporate and securities law.

STUART P. LAWSON. Stuart P. Lawson has been Vice President, Controller and
Assistant Secretary of the Company since July 1997. From March 1996 until July
1997, Mr. Lawson was Corporate Controller of the Company. From 1992 until 1996,
Mr. Lawson served as Chief Financial Officer of the Kramer Junction Company, a
provider of operations and maintenance, management and consulting services to
the solar-thermal industry. From 1981 until 1992, with the exception of the
period from the middle of 1987 to the end of 1988, Mr. Lawson was with the
international public accounting firm of Arthur Andersen LLP. From the middle of
1987 to the end of 1988, Mr. Lawson served as the Assistant Corporate Controller
of the Clark Construction Group.

11
<PAGE> 15

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid to the Named Executive
Officers for the fiscal years ended December 31, 1996, 1997 and 1998.

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION AWARDS
----------------------------------------------------------
ANNUAL COMPENSATION SECURITIES
-------------------- OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION(1) OPTIONS/SARS(#) COMPENSATION(2)
- --------------------------- ---- --------- -------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
NAMED EXECUTIVE OFFICERS AS
OF DECEMBER 31, 1998:
Dr. Rajendra Singh, Interim
President and Chief
Executive Officer (3).... 1998 $ -- $ -- -- 45,000 $ --
1997 -- -- -- 45,000 --
1996 -- -- -- 70,000 --
J. Michael Bonin, Senior
Vice President, Field
Measurement Systems...... 1998 163,000 66,000 -- 62,000(4) 2,000
1997 158,000 66,000 -- -- 2,000
1996 139,000 40,000 -- 155,000 2,000
Richard Hozik, Senior Vice
President, Chief
Financial Officer and
Treasurer................ 1998 187,000 100,000 -- -- 2,000
1997 184,000 50,000 -- -- 2,000
1996 174,000 121,000 -- 93,000 2,000
Donald R. Rose, Senior Vice
President................ 1998 195,000 -- -- -- 5,000
1997 195,000 -- -- -- 5,000
1996 166,000 771,000 -- 757,155 5,000
Stuart P. Lawson, Vice
President, Controller and
Assistant Secretary...... 1998 125,000 30,000 -- 28,334(5) 3,000
1997 115,000 28,000 -- 5,000 --
1996 90,000 -- -- 5,000 --
FORMER NAMED EXECUTIVE
OFFICERS (INCLUDING ALL
CHIEF EXECUTIVE
OFFICERS):
Dr. Geoffrey S.
Carroll(6)............... 1998 285,000 -- 111,000(7) 1,170,000(8) 100,000(9)
1997 -- -- -- -- --
1996 -- -- -- -- --
Piyush Sodha(10)........... 1998 14,000 -- 52,000(11) -- --
1997 275,000 100,000 -- -- --
1996 241,000 309,000 -- 535,362 --
Gerard L. Vincent, Senior
Vice President,
Engineering(12).......... 1998 133,000 65,000 -- -- 5,000
1997 192,000 60,000 -- -- 5,000
1996 175,000 34,000 -- 100,000 4,000
Frank F. Navarrete, Vice
President, Business
Development (13)......... 1998 170,000 50,000 -- -- 4,000
1997 165,000 55,000 -- -- 4,000
1996 157,000 40,000 -- 77,500 3,000
</TABLE>

- ---------------
(1) All amounts are rounded to the nearest $1,000. The amount of perquisites
and other personal benefits, securities or other property has been omitted
with respect to each Named Executive Officer for which the applicable
amount of such compensation is less than $50,000 or 10% of the total annual
salary and bonus reported for such Named Executive Officer.

12
<PAGE> 16

(2) All amounts are rounded to the nearest $1,000. Includes payments by the
Company for life insurance (in all cases less than $500 per individual) and
contributions to the Company's 401(k) Plan.

(3) Dr. Singh became Interim President and Chief Executive Officer on October
5, 1998 and receives no compensation for his services in that capacity. The
shares underlying options consist entirely of shares underlying options
granted pursuant to the Directors Plan, and include, for 1996, 1997 and
1998, options to purchase 35,000 shares, 22,500 shares, and 22,500 shares,
respectively, granted in options to Neera Singh, Dr. Singh's wife, who is
also a director of the Company.

(4) Represents the unexercised portion of outstanding options originally
granted to Mr. Bonin in September 1996 which were repriced, and therefore
deemed to be regranted, in December 1998. See "Repricing of Options,"
below.

(5) Represents an option to purchase 10,000 shares originally granted to Mr.
Lawson in April, 1998 which was repriced, and therefore deemed to be
regranted, in December 1998, plus options to purchase 5,000 shares
originally granted in January 1997 and the unexercised portion (i.e., for
3,334 shares) of options originally granted in September 1996, all of which
were repriced and therefore deemed to be regranted, in December 1998. See
"Repricing of Options," below.

(6) Dr. Carroll served as the Company's President and Chief Executive Officer
from January 15, 1998 to October 5, 1998.

(7) Represents the following perquisites for Dr. Carroll: moving expenses of
approximately $41,000, temporary living expenses of approximately $15,000,
apartment rent (net of reimbursements that Dr. Carroll has made under his
Resignation Agreement -- See "Employment Agreements" below) of
approximately $51,000, and car rental expenses of approximately $4,000.

(8) Represents options to purchase 975,000 shares which were granted to Dr.
Carroll in January 1998 upon the commencement of his employment with the
Company plus options to purchase 195,000 shares which comprise the portion
of the foregoing options which were not terminated, but were repriced, and
therefore deemed to be regranted, at the time of the termination of Dr.
Carroll's employment with the Company in October 1998. See "Repricing of
Options," below.

(9) Represents fees paid to Dr. Carroll for advisory services performed under
his Resignation Agreement. See "Employment Agreements" below.

(10) Mr. Sodha resigned as the Company's President and Chief Executive Officer
on January 19, 1998.

(11) This amount represents vacation payout upon termination of Mr. Sodha's
employment and car allowance payments.

(12) Mr. Vincent served as Senior Vice President, Engineering from August 1996
to July 1997. He served as Group Vice President, Services from July 1997 to
August 31, 1998.

(13) Mr. Navarrete served as Vice President, Business Development until April
15, 1999.

13
<PAGE> 17

OPTION GRANTS

The following table summarizes the individual grants of stock options made
during the year ended December 31, 1998 to each of the Named Executive Officers.
There are presently 4,725,000 shares of Class A Common Stock reserved for
issuance under the Employee Plan.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
-------------------------------- ANNUAL RATES OF
NUMBER OF STOCK PRICE
SHARES % OF TOTAL APPRECIATION
UNDERLYING OPTIONS GRANTED FOR OPTION TERM
OPTIONS TO EMPLOYEES IN EXERCISE OR BASE EXPIRATION ---------------------------
NAME GRANTED FISCAL YEAR (1) PRICE ($/SH) DATE 0% 5% 10%
---- ---------- --------------- ---------------- ---------- --- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Dr. Rajendra Singh (2)........ 45,000 N/A $18.25 5/19/03 $0 $226,911 $ 501,373
J. Michael Bonin.............. 62,000(3) 2.6% $ 5.00 3/1/06 $0 $ 97,383 $ 200,043
Richard Hozik................. -- -- -- -- --
Donald R. Rose................ -- -- -- -- --
Stuart P. Lawson.............. 10,000(4) 0.4% $18.125 4/28/08 $0 $113,988 $ 288,858
3,334(5) 0.1% $ 5.00 9/24/06 $0 $ 5,750 $ 13,689
5,000(6) 0.2% $ 5.00 1/15/07 $0 $ 8,953 $ 21,443
10,000(7) 0.4% $ 5.00 4/28/08 $0 $ 22,129 $ 55,343
Dr. Geoffrey S. Carroll....... 450,000(8) 18.6% $12.65 1/15/08 $0 $215,621 $3,714,850
105,000 4.3% $18.84 1/15/08 $0 $ 0 $ 216,848
105,000 4.3% $21.85 1/15/08 $0 $ 0 $ 0
105,000 4.3% $25.35 1/15/08 $0 $ 0 $ 0
105,000 4.3% $29.40 1/15/08 $0 $ 0 $ 0
105,000 4.3% $34.10 1/15/08 $0 $ 0 $ 0
90,000(9) 3.7% $12.625 10/5/99 $0 $ 0 $ 0
105,000(9) 4.3% $18.84 10/5/99 $0 $ 0 $ 0
Piyush Sodha.................. -- -- -- -- --
Gerard L. Vincent............. -- -- -- -- --
Frank F. Navarrete............ -- -- -- -- --
</TABLE>

- ---------------
(1) Options granted to Dr. Singh and Neera Singh in 1998 are not included in
computing percentages in the table since neither is an employee of the
Company.

(2) Dr. Singh became Interim President and Chief Executive Officer on October
5, 1998. The share underlying options granted to him during 1998 consist
entirely of shares underlying options granted pursuant to the Directors
Plan and include options to purchase 22,500 shares granted to Neera Singh,
Dr. Singh's wife, who is also a director of the Company.

(3) On December 11, 1998, these options, which were originally granted on
September 24, 1996, were repriced from $9.70 and, therefore, deemed to be
regranted. See "Repricing of Options," below.

(4) See Note (7) to this table.

(5) On December 11, 1998, these options, which were originally granted on
September 24, 1996, were repriced from $16.00 and, therefore, deemed to be
regranted. See "Repricing of Options," below.

(6) On December 11, 1998, these options, which were originally granted on
January 15, 1997, were repriced from $18.00 and, therefore, deemed to be
regranted. See "Repricing of Options," below.

(7) On December 11, 1998 these options, which were originally granted on April
28, 1998, were repriced from $18.125 and, therefore, deemed to be
regranted. See "Repricing of Options," below.

(8) These options were granted pursuant to Dr. Carroll's former employment
agreement and were terminated and replaced by other options when Dr.
Carroll entered into his Resignation Agreement. See note (9) to this table
and "Employment Agreements" below.

(9) Pursuant to Dr. Carroll's Resignation Agreement, these options replaced the
options granted to Dr. Carroll upon commencement of his employment with the
Company early in 1998. See "Employment Agreements," below.

14
<PAGE> 18

OPTION EXERCISES AND YEAR-END VALUES

The following table provides information with respect to the Named
Executive Officers regarding the exercise of options during the last fiscal year
and the value of all unexercised options held at December 31, 1998:

<TABLE>
<CAPTION>
NUMBER OF
SHARES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES ACQUIRED DECEMBER 31, 1998 DECEMBER 31, 1998($)(1)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
NAMED EXECUTIVE OFFICERS AS OF
DECEMBER 31, 1998:
Dr. Rajendra Singh (2)........ -- $ -- 45,000 -- $0 $0
J. Michael Bonin.............. 31,000 230,157 -- 62,000 0 0
Richard Hozik................. -- -- 37,200 55,800 0 0
Donald R. Rose................ -- -- 507,155 -- 0 0
Stuart P. Lawson.............. -- -- 3,333 15,001 0 0
FORMER NAMED EXECUTIVE
OFFICERS:
Dr. Geoffrey S. Carroll (3)... -- -- 195,000 -- 0 0
Piyush Sodha(4)............... 382,862 $2,777,000 -- -- 0 0
Gerard L. Vincent (5)......... -- -- -- -- 0 0
Frank F. Navarrete(6)......... -- -- 31,000 46,500 0 0
</TABLE>

- ---------------
(1) Based on a per share price of $3.75 on December 31, 1998.

(2) See note (2) to the Option Grants table above.

(3) See note (9) to the Option Grants table above.

(4) See note (10) to the Executive Compensation table above.

(5) See note (12) to the Executive Compensation table above.

(6) See note (13) to the Executive Compensation table above.

15
<PAGE> 19

REPRICING OF OPTIONS

Option repricing and reissuance. The following table summarizes all
repricing, cancellation or reissuance of stock options previously granted to any
executive officers, including the Named Executive Officers, during the fiscal
year ended on December 31, 1998.

<TABLE>
<CAPTION>
NUMBER OF LENGTH OF
SECURITIES ORIGINAL
UNDERLYING EXERCISE OPTION TERMS
OPTIONS MARKET PRICE OF PRICE AT REMAINING AT
REPRICED/SARS STOCK AT TIME TIME OF NEW DATE OF
REPRICED OR OF REPRICING OR PRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED AMENDMENT($) AMENDMENT($) PRICE($) AMENDMENT
---- -------- ------------- --------------- ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Dr. Rajendra Singh........... -- -- $-- $-- $-- $ --
J. Michael Bonin............. 12/11/98 62,000 3.75 9.70 5.00 86 months
Richard Hozik................ -- -- -- -- -- --
Donald R. Rose............... -- -- -- -- -- --
Stuart P. Lawson............. 12/11/98 3,334 3.75 16.00 5.00 93 months
5,000 3.75 18.00 5.00 97 months
10,000 3.75 18.125 5.00 112 months
Peter A. Deliso.............. 12/11/98 77,500 3.75 9.70 5.00 86 months
Michael S. McNelly........... 12/11/98 50,000 3.75 8.50 5.00 117 months
Dr. Geoffrey S. Carroll(1)... 10/5/98 90,000 3.00 (2) 12.625 (2)
105,000 3.00 (2) 18.64 (2)
Piyush Sodha(3).............. -- -- -- -- -- --
Gerard L. Vincent(4)......... -- -- -- -- -- --
Frank Navarrete(5)........... -- -- -- -- -- --
</TABLE>

- ---------------
(1) Dr. Carroll resigned as Chief Executive Officer on October 5, 1998.

(2) Pursuant to his Resignation Agreement, Dr. Carroll's options under his
original employment agreement were canceled and the options listed in this
table, at different exercise prices and different expiration periods, were
issued. See "Employment Agreements," below for a description of the terms of
the options granted to Dr. Carroll under his original employment agreement.

(3) Mr. Sodha served as Chief Executive Officer until January 19, 1998.

(4) Mr. Vincent served as Group Vice President, Services until August 31, 1998.

(5) Mr. Navarrete served as Senior Vice President, Business Development until
April 15, 1999.

Report on Option Repricing

On December 11, 1998 the Compensation and Stock Option Committee determined
that, as result of declines in the market price of the Class A Common Stock,
many employees, including the Company's executives, held options at prices that
limited their effectiveness as a tool for employee retention and as a long-term
incentive. After considering the matter, the committee voted to decrease to
$5.00 the per share exercise price of all outstanding options under the Employee
Plan having a per share exercise price in excess of $5.00 (except for options
for to purchase an aggregate of 328,650 shares held by seven (7) individuals,
including Dr. Carroll). The closing price of the Class A Common Stock on the
Nasdaq National Market on the day preceding the repricing was $3.63. All other
terms of these options remain unchanged.

The repricing affected outstanding options to purchase 887,000 shares,
including options to purchase 62,000 shares, 77,500 shares, 18,334 shares and
50,000 shares held by Messrs. Bonin, Deliso, Lawson and McNelly, respectively,
and options to purchase 20,000 shares held by Mr. Ein.

Respectfully submitted,

COMPENSATION AND STOCK OPTION COMMITTEE

Dr. Arno A. Penzias, Chairperson
Mark D. Ein
Dr. Rajendra Singh

16
<PAGE> 20

EMPLOYMENT AGREEMENTS

Dr. Geoffrey S. Carroll. Effective October 5, 1998, Dr. Geoffrey S.
Carroll resigned from his position as President and Chief Executive Officer of
the Company. Pursuant to an agreement entered into by Dr. Carroll and the
Company on that date, which supersedes Dr. Carroll's then-existing employment
agreement with the Company (the "Resignation Agreement"), Dr. Carroll performs
advisory services for the Company as requested by the Chairperson of the Company
from time to time. The term of the Resignation Agreement is one year and the
Company will pay Dr. Carroll the aggregate amount of $400,000 (the "Advisory
Service Fee"), plus reimbursement of reasonable out-of-pocket expenses, for his
advisory services. In the event of termination of Dr. Carroll's services as a
result of his death, his disability, termination by the Company for cause or
termination by Dr. Carroll, the Company is obligated to pay the portion of the
Advisory Service Fee which accrued through the date of such termination. In the
event of termination of Dr. Carroll's services without cause, the Company is
obligated to pay the Advisory Service Fee through the earlier of October 5, 1999
or the date on which Dr. Carroll commences other employment.

Dr. Carroll is not entitled to participate in any of the Company's benefit
plans, except with the respect to the stock options described below. Dr.
Carroll, in turn, has agreed to reimburse the Company for certain expenses paid
on his behalf during his employment and has assumed the remaining obligations
under an apartment lease entered into by the Company on his behalf. In addition,
among other things, Dr. Carroll is obligated to maintain the confidentiality of
all confidential information of the Company disclosed to him and, subject to
certain exceptions, to refrain from competing with the Company until October 5,
1999.

Pursuant to the Resignation Agreement, the options granted to Dr. Carroll
under the Employee Plan at the time he commenced his employment with the Company
were terminated except as to an option to purchase up to 90,000 shares of Class
A Common Stock at a per share exercise price of $12.625 and an option to
purchase up to 105,000 shares of Class A Common Stock at a per share exercise
price of $18.84. The foregoing options are exercisable currently and will expire
on October 5, 1999. Under his former employment agreement and related stock
option agreement with the Company, Dr. Carroll was granted ten-year options
under the Employee Plan to purchase (i) up to 450,000 shares of Class A Common
Stock at a per share exercise price of $12.65 and (ii) up to an additional
525,000 shares of Class A Common Stock divided into five equal series of 105,000
shares with increasing per share exercise prices, with the first series at
$18.84, the second series at $21.85, the third series at $25.35, the fourth
series at $29.40 and the fifth series at $34.10. All of the foregoing options
would have expired on January 15, 2008, subject to earlier expiration in certain
circumstances.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

On May 20, 1997, the Board of Directors adopted the following compensation
policy prepared by the Compensation Committee:

EXECUTIVE COMPENSATION POLICY

Policy Purpose

To facilitate the recruitment, retention and motivation of the President
and Chief Executive Officer, the Senior Vice Presidents, the Vice Presidents and
such other persons the determination of whose compensation the Board of
Directors shall determine (each of the foregoing, an "Executive") will be
covered by this policy (the "Executive Compensation Policy") in ways consistent
with the enhancement of shareholder value, service quality and employee
satisfaction.

Compensation Elements

Executive compensation includes four principal elements: (i) base salary;
(ii) employee benefits; (iii) annual incentive compensation; and (iv) equity
participation (the "Principal Elements").

17
<PAGE> 21

Criteria for Determination of Executive Compensation

In determining each of the Principal Elements of each Executive's
compensation, as well as the overall compensation package thereof; the following
criteria shall be considered by the persons responsible for recommending or
approving such compensation (each a "Reviewer"): (i) the compensation awarded to
executives with comparable titles and responsibilities to those of such
Executive by companies in the wireless telecommunications industry (or, to the
extent information is not available, in comparable industries) whose revenues
and earnings are comparable to those of the Company (the "Comparable
Companies"), as reported by reliable independent sources; (ii) the results of
operations of the Company during the past year, on an absolute basis and
compared with the Company's targeted results for such year as well as with the
results of the Comparable Companies, as reported by reliable independent
sources; (iii) the performance of such Executive during the past year, on an
absolute basis and as compared with the performance targets set by the Company
for such Executive for such year and the performance of the other Executives of
the Company during such year and (iv) any other factor which the Reviewers
determine to be relevant. The weight to be given to each of the foregoing
criteria shall be determined by the Reviewers in the exercise of reasonable
judgment in accordance with the purposes of this Executive Compensation Policy
and may vary from time to time or from Executive to Executive.

Also at its May 20, 1997 meeting, the Board of Directors adopted
implementation guidelines with respect to the Executive Compensation Policy. In
particular, on an annual basis, the Compensation Committee reviews the
compensation paid to the President and Chief Executive Officer of the Company
and, taking into account each factor set forth in the Executive Compensation
Policy set forth above, submits to the Board of Directors its recommendation
regarding the compensation to be paid to the President and Chief Executive
Officer following a review of such recommendation, the Board of Directors will
take such action regarding such compensation, consistent with the Executive
Compensation Policy as it deems appropriate. With regard to the compensation
paid to each Executive other than the President and Chief Executive Officer, the
Board empowered the President and Chief Executive Officer to review, on an
annual basis, the compensation paid to each Executive during the past year and,
taking account each factor set forth in the Executive Compensation Policy, and
to submit to the Board of Directors his recommendations regarding the
compensation to be paid to such persons during the next year and following a
review of such recommendations, the Compensation Committee will take such action
regarding such compensation, consistent with the Executive Compensation Policy,
as it deems appropriate.

Compensation arrangements during the Company's 1998 fiscal year were
determined in accordance with the Executive Compensation Policy and the May 20,
1997 Board of Directors' implementation guidelines, except that Dr. Rajendra
Singh, the Company's Interim President and Chief Executive Officer, has agreed
to serve in such capacity without compensation.

Respectfully submitted,

COMPENSATION AND STOCK OPTION COMMITTEE

Dr. Arno A. Penzias, Chairperson
Mark D. Ein
Dr. Rajendra Singh

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Dr. Rajendra Singh, Chairperson of the Board of Directors and a member of
the Compensation Committee, is Chairman of the Members Committees of Telcom
Ventures and RF Investors. As of March 23, 1999, RF Investors owned
approximately 54.3% of the outstanding Common Stock, Telcom Ventures owned 99%
of the outstanding interests in RF Investors and Dr. Singh and members of his
family and certain family trusts beneficially owned 75% of the outstanding
interests in Telcom Ventures.
18
<PAGE> 22

Corporate Opportunity

Concurrently with the Offering, the Company and Telcom Ventures, RF
Investors, Cherrywood, Dr. Rajendra Singh, Neera Singh, certain Singh family
trusts (the five immediately foregoing persons and entities being collectively
referred to as the "Singh Family Group") and the Carlyle Investors (all of the
foregoing, together with their respective successors or members of their
immediate family, the "Telcom Ventures Group") entered into an Intercompany
Agreement. Under the Intercompany Agreement, Telcom Ventures, RF Investors,
Cherrywood and the Singh Family Group have agreed that, until the earlier of (i)
the date on which the Telcom Ventures Group no longer possesses voting control
of the Company or (ii) the occurrence of certain termination events specified in
the 1993 Formation Agreement among the members of the Telcom Ventures Group (the
"Formation Agreement"), none of them will, directly or indirectly, participate
or engage, other than through the Company, in any of the Company's traditional
business activities, defined as (i) the provision of cellular radio frequency
engineering and network design services to the wireless telecommunications
industry, (ii) the provision of program management services or deployment or
construction related consulting services to the wireless telecommunications
industry and (iii) the manufacture, sale, license, distribution or servicing of
any radio network planning software tools or drive test field measurement and
analysis equipment which are used by the Company in connection with the Company
services described in the foregoing clauses (i) or (ii). The foregoing
prohibition does not apply to services provided to third parties in which any
member of the Telcom Ventures Group holds or is considering the acquisition of
an investment where the provision of services is incidental to such member's
investment or to the ownership by any member of the Telcom Ventures Group of up
to 5% of the outstanding securities of any entity as long as no member of the
Telcom Ventures Group participates in the management of such entity. Under the
Intercompany Agreement, each of the Carlyle Investors (but not its affiliates)
has also agreed not to invest in any entity whose primary business is to compete
with the Company in its traditional business activities (excluding the program
management and towers businesses) until the earlier of (i) the date on which
such Carlyle Investor no longer owns directly or indirectly, an interest in the
Company or (ii) the occurrence of certain termination events specified in the
Formation Agreement.

In consideration of the foregoing agreements of the Telcom Ventures Group,
the Company has agreed that, if any opportunity to invest in or acquire a third
party the value of which could reasonably be deemed to exceed $1 million (an
"Investment Opportunity") is presented to the Company that it wishes to refer to
a third party, the Company must give written notice to Telcom Ventures of such
Investment Opportunity. Telcom Ventures has five business days following its
receipt of the notice to inform the Company of its desire to pursue the
Investment Opportunity. If Telcom Ventures does not wish to pursue the
Investment Opportunity, or fails to provide timely notice to the Company of its
interest, the Company may refer the Investment Opportunity to any third party.

Advances To and From Telcom Ventures and Related Parties

Immediately following the Offering, the Company made a loan of $3.5 million
to Telcom Ventures from proceeds of the Offering to assist Telcom Ventures in
paying certain taxes due in connection with the MCI Note Assumption (as defined
below). The loan is repayable over five years, with equal annual principal
payments over the term of the loan. Interest accrues at the rate of LIBOR plus
1.75% and is payable annually. The loan constitutes senior indebtedness of
Telcom Ventures. Upon the sale by Telcom Ventures or any of its affiliates
(defined as each entity controlling, controlled by or under common control with,
Telcom Ventures, each natural person that controls Telcom Ventures and each
member of Telcom Ventures as of the date of the loan) of shares of Common Stock
resulting in Telcom Ventures and such affiliates, in the aggregate, owning less
than 25% of the outstanding Common Stock, the Company may declare the loan to be
due and payable. In each of November 1997 and October 1998, the Company received
payments of approximately $1.0 million from Telcom Ventures representing payment
of $0.7 million in principal and approximately $0.3 million in interest under
the terms of this note.

On January 28, 1999, the Company entered into a $5.0 million convertible
promissory note with Telcom Ventures. Under the terms of the note, the entire
principal balance and accrued interest at a rate of 9% per annum is due on April
30, 2000, or upon the occurrence of certain events such as the sale of all or
substantially
19
<PAGE> 23

all of the assets of the Company. At anytime from August 1, 1999, either Telcom
Ventures or the Company may convert the then outstanding principal and accrued,
but unpaid, interest into shares of Class A Common stock of the Company based on
a conversion price of $6.22 per share, subject to adjustment for stock split,
stock dividend, recapitalization or other events. Payments of principal under
the promissory note are subordinated to payments by the Company under its
amended and restated credit facility with The Chase Manhattan Bank (the "Credit
Facility").

Guaranty of the Credit Facility

Dr. Rajendra Singh has guaranteed the payment and performance obligations
of the Company under the Credit Facility, up to a maximum amount of $12.5
million plus interest thereon. The Credit Facility consists of a revolving loan
and letter of credit facility in an aggregate principal amount not to exceed $20
million for the Company and $2.5 million for the Company's subsidiary, LCC
Europe AS. The maximum amount available for drawing under the Credit Facility is
the sum of (i) the lesser of $10 million or 85% of the amount of the Company's
receivables which are deemed "eligible" as a basis for obtaining credit and (ii)
an aggregate amount, not to exceed $12.5 million, to the extent that Dr.
Rajendra Singh has deposited specified collateral with the lenders. Dr. Singh is
not contractually committed to provide any such collateral.

Credit Support

In March, 1999, Telcom Ventures signed a letter stating its intent to
provide the Company with funding to cover any cash shortfalls the Company may
have during 1999, in an amount not to exceed $12.5 million less the sum of
amounts drawn under the Credit Facility in excess of $10 million plus amounts
received through additional financings or the sale of the Company's products
businesses. This assurance is subject to the satisfaction of certain conditions,
including reaching agreement with the Company on applicable financing documents,
and will apply only as long as Telcom Ventures directly or indirectly owns at
least 40% of the Company's outstanding common stock, other than stock issued to
MCI upon conversion of notes issued to MCI into Class A Common Stock (see
"Certain Relationships and Related Transactions," below).

Registration Rights

Concurrently with the Offering, the Company, RF Investors and MCI entered
into a Registration Rights Agreement relating to the Class A Common Stock
issuable upon conversion of Class B Common Stock or upon conversion of the
outstanding indebtedness of the Company to MCI. Under the Registration Rights
Agreement, RF Investors and MCI have certain "demand" rights to require the
Company to register their Common Stock for sale and may register shares on a
"piggyback" basis in connection with most registered public offerings of
securities of the Company.

Provision of Services and Products to Telcom Ventures and Parties Related
Thereto

The Company provides engineering services and software products to Telcom
Ventures and various other companies owned, in part, by Telcom Ventures or its
members. On October 5, 1998, the Company and Telcom Ventures entered into a
Software License Agreement. In 1998, Telcom Ventures paid the Company $400,000
under the Software License Agreement and $200,000 under a services agreement.
Revenues earned during 1997 and 1998 for such services and products were
approximately $1.5 million and $750,000, respectively. Trade accounts receivable
from these related parties for the services and products were $811,000 at
December 31, 1997 and $164,000 at December 31, 1998.

Concurrently with the Offering, the Company and Telcom Ventures entered
into an Overhead and Administrative Services Agreement. Pursuant to the Overhead
and Administrative Services Agreement, certain management personnel and other
employees of the Company provide certain administrative services, principally
related to human resource management functions and, until the first quarter of
1997, to administration of accounts payable and accounts receivable systems and
provisions of general office support services, to Telcom Ventures and, until the
first quarter of 1998, Telcom Ventures subleased office space from the Company.
Telcom Ventures is obligated to pay the Company a monthly fee for such
administrative

20
<PAGE> 24

services and office space based on a reasonable estimate of the Company's cost
of providing same. While this agreement is not the result of arm's length
negotiations, it is designed to reimburse the Company for its costs in providing
such services (including costs of personnel), and the Company believes that the
terms of such agreements are reasonable. Telcom Ventures paid the Company
approximately $115,000 in January 1997 and approximately $85,000 in March 1998
pursuant to the Overhead and Administrative Services Agreement.

COMPARATIVE STOCK PERFORMANCE

The following chart sets forth comparative information regarding the
Company's cumulative stockholder return on its Class A Common Stock since its
initial public offering completed in September 1996. Total stockholder return is
measured by dividing total dividends (assuming dividend reinvestment) plus share
price change for a period by the share price at the beginning of the measurement
period. The Company's cumulative stockholder return based on an investment of
$100 at September 25, 1996 when the Company's Class A Common Stock was first
traded on the Nasdaq National Market at its closing price of $20.25 is compared
to the cumulative total return of the Nasdaq Market Index and an index comprised
of publicly traded companies which are principally in the consulting and/or
telecommunications products and services business (the "Companies") during that
same period. As of December 31, 1998, the Companies that constituted the peer
group consisted of: Computer Sciences Corporation, Alternative Resources
Corporation, American Management Systems, Incorporated, Computer Horizons Corp.,
Technology Solutions Company, Ciber, Inc., Allen Telecom Inc. and Salient 3
Communications Inc.

21
<PAGE> 25

COMPARISON OF 27 MONTH CUMULATIVE TOTAL RETURN*
AMONG LCC INTERNATIONAL, INC., THE NASDAQ STOCK MARKET -- US INDEX AND A PEER

<TABLE>
<CAPTION>
'LCC 'NASDAQ STOCK
INTERNATIONAL, INC.' 'PEER GROUP' MARKET (U.S.)'
<S> <C> <C> <C>
'9/25/96' 100 100 100
'9/96' 91 102 100
'12/96' 93 106 105
'3/97' 46 83 99
'6/97' 79 101 118
'9/97' 109 104 138
'12/97' 73 115 129
'3/98' 99 142 151
'6/98' 93 153 155
'9/98' 24 120 141
'12/98' 19 144 181
</TABLE>

* $100 invested on 9/25/96 in stock or index -- including reinvestment of
dividends. Fiscal year ending December 31.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a summary of certain transactions and relationships among
the Company and its associated entities, and among the directors, executive
officers and stockholders of the Company and its associated entities. For a
description of certain other transactions, see "Compensation Committee
Interlocks."

The Merger

Pursuant to the Merger, the Company is required to indemnify Telcom
Ventures, RF Investors, Cherrywood, the Carlyle Investors and TC Group against
any liability for obligations and liabilities associated with the Limited
Liability Company's operations.

Carlyle Option Designee Stock Options

The Company has reserved 85,000 shares of Class A Common Stock (subject to
anti-dilution adjustments in the event of a stock split, recapitalization or
similar transaction) for issuance pursuant to options to be granted to a
designee of the Carlyle Investors (the "Carlyle Option Designee Stock Options").
The option exercise price for the Carlyle Option Designee Stock Options will be
100% of the fair market value of the Class A Common Stock on the date of grant
of the option. TC Group was granted an initial option to purchase 25,000 shares
of Class A Common Stock in connection with the Offering. A TC Group designee was
granted a further option to purchase 15,000 shares of Class A Common Stock on
September 24, 1997 at an exercise price of $20.125. The September 24, 1997
options vested immediately and are for a term of five years. TC Group or one or
more other designees of the Carlyle Investors were granted an additional option
to purchase 15,000 shares of Class A Common Stock on September 24, 1998, and
will be granted an additional

22
<PAGE> 26

option to purchase 15,000 shares of Class A Common Stock on each of September
24, 1999 and 2000. Options granted vested immediately. The options will expire
no later than the fifth anniversary of the date of grant.

The Exchangeable Notes, MCI Note Assumption, MCI Conversion

In June 1994 the Limited Liability Company and Telcom Ventures entered into
a Note Purchase Agreement with a then unrelated third party, MCI, which provided
for the issuance of a $20 million subordinated note by the Limited Liability
Company (the "LCC Note") and of a $30 million subordinated note by Telcom
Ventures (the "Telcom Ventures Note") to MCI in return for cash in such amounts.
The LCC Note and the Telcom Ventures Note (collectively, the "Exchangeable
Notes") are exchangeable, at certain times, consisting of 45 day periods
commencing in June (at the option of MCI) and August (at the option of the
Company) of 1997, 1998, and 1999, into 2,841,099 shares of Class A Common Stock.
Payment under the Exchangeable Notes is subordinated to payment by the Company
under the Credit Facility (see "Compensation Committee and Interlocks and
Insider Participation," above).

The Exchangeable Notes are both due June 28, 2000. The Exchangeable Notes
each bear interest at a rate equal to 4.4% per annum, payable semiannually.
Immediately prior to the Merger, the Telcom Ventures Note was assumed by the
Limited Liability Company (the "MCI Note Assumption"), and the $30 million
principal repayment obligation and interest thereon became the sole obligation
of the Limited Liability Company and, following the Merger, the sole obligation
of the Company.

Since January 1, 1997, the Company has paid MCI approximately $2.2 million
in interest under the Exchangeable Notes. The Company is considering exercising
its option in August, 1999 to cause the Exchangeable Notes to be converted into
2,841,099 shares Class A Common Stock. This could result in a significant
taxable gain to the Company.

Certain Relationships Between Cherrywood and the Carlyle Investors Affecting
the Company

The RF Investors and Telcom Ventures limited liability company agreements
provide that, for as long as the Carlyle Investors collectively own at least 5%
of the total membership interests of Telcom Ventures, Telcom Ventures shall vote
any and all shares of the Company held by it, and shall cause RF Investors to
vote any and all shares held by it, from time to time: (i) to elect as directors
of the Company up to two persons recommended by the Carlyle Investors and (ii)
not take any of the following actions without the consent of the Carlyle
Investors: (a) approve any amendment to the Certificate of Incorporation or the
Bylaws of the Company; (b) approve the incurrence by the Company of any debt (or
the granting of security relating to the incurrence of debt) if as a result of
such incurrence, the debt to equity ratio of the Company exceeds 6:1, or, if as
a result of such debt incurrence, the total outstanding debt of the Company
exceeds $50 million plus or minus, as the case may be, the cumulative net income
or net losses of the Company after January 1994; (c) approve any new affiliated
party transactions in excess of $150,000 or of modifications to existing
transactions, subject to certain limited exceptions; (d) approve appointment of
independent accountants of the Company other than one of the "big five"
accounting firms; or (e) approve certain events relating to bankruptcy or
insolvency of the Company.

The RF Investors and Telcom Ventures limited liability company agreements
provide for various rights of the Carlyle Investors to cause the distribution to
the Carlyle Investors of Common Stock held by RF Investors. Following the third
anniversary of the closing of the Offering, the Carlyle Investors will have the
right to cause the distribution to the Carlyle Investors (by RF Investors and
then Telcom Ventures), of up to the Carlyle Investors' indirect proportionate
interest in the shares of Common Stock then held by RF Investors which is in
excess of 10% of the Common Stock then outstanding (treating Class A Common
Stock and Class B Common Stock as a single class of Common Stock for this
purpose). The Carlyle Investors' initial indirect proportionate interest in RF
Investors is 25%, which interest will be recalculated following any
non-proportional distribution to the Carlyle Investors. Following the fifth
anniversary of the closing of the Offering, the Carlyle Investors will have the
right to cause the distribution to the Carlyle Investors (by RF Investors and
then Telcom Ventures), of up to the full amount of the Carlyle Investors' then
indirect proportionate interest in the shares of Common Stock, so long as the
Common Stock remaining held by RF

23
<PAGE> 27

Investors would leave RF Investors with at least 51% of the voting power of the
Common Stock then outstanding. Upon the first distribution to the Carlyle
Investors, the Carlyle Investors will have the right to exercise one of the
three rights held by RF Investors to demand registration of shares of Common
Stock under the Securities Act of 1933. The ability of the Carlyle Investors to
require distributions of Class A Common Stock or demand a registration thereof
would be subject to a determination by an investment banker reasonably
acceptable to RF Investors and the Carlyle Investors that such action would not
materially adversely impact the market for the Common Stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and certain
beneficial holders of common stock to file reports about their ownership of the
Company's Class A Common Stock. Based solely on its review of the copies of such
reports furnished to the Company by its directors and officers during and with
respect to the year 1998, the Company is aware of no reports submitted on an
untimely basis.

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL 2)

KPMG LLP (formerly KPMG Peat Marwick LLP) has been the Company's
independent auditor since the formation of the Limited Liability Company in
1994. The selection of KPMG LLP has been ratified by the stockholders in all
Annual Meetings since such engagement. The Company has selected KPMG LLP for the
current year, and has proposed that the stockholders of the Company ratify this
selection during the 1999 Annual Meeting. It is expected that representatives of
KPMG LLP will be present at the 1999 Annual Meeting to make a statement if they
so desire or to respond to appropriate questions.

Unless otherwise instructed on the proxy, the persons named in the proxy to
vote the shares represented by each properly executed proxy shall vote for the
election as the principal accountant of the Company KPMG LLP.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ITS SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANT.

24
<PAGE> 28

DATE OF SUBMISSION OF STOCKHOLDER PROPOSALS
TO BE INCLUDED IN PROXY MATERIALS

Any proposal or proposal intended to be presented by any stockholder at the
2000 Annual Meeting of Stockholders must be received by the Company by January
24, 2000 to be considered for inclusion in the Company's proxy statement and
form of proxy relating to that meeting. Nothing in this paragraph shall be
deemed to require the Company to include in the proxy statement and the proxy
relating to the 2000 Annual Meeting of Stockholders any stockholder proposal
that does not meet all of the requirements for such inclusion in effect at that
time.

OTHER BUSINESS TO BE TRANSACTED

As of the date of this proxy statement, the Board of Directors knows of no
other business which may come before the Annual Meeting. If any other business
is properly brought before the Annual Meeting, it is the intention of the proxy
holders to vote or act in accordance with their best judgment with respect to
such matters.

By Order of the Board of Directors
/s/ PETER A. DELISO

PETER A. DELISO
Secretary

McLean, Virginia
April 30, 1999

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1998 ACCOMPANIES THIS PROXY STATEMENT.

25
<PAGE> 29
REVOCABLE PROXY

LCC INTERNATIONAL, INC.

ANNUAL MEETING OF STOCKHOLDERS MAY 19, 1998

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned stockholder hereby appoints Dr. Geoffrey S. Carroll and Mr.
Richard Hozik, or either of them, attorneys and proxies of the undersigned, with
full power of substitution and with authority in each of them to act in the
absence of the other, to vote and act for the undersigned at the Annual Meeting
of Stockholders of LCC International, Inc. to be held on Tuesday, May 19, 1998
at 10:00 a.m. (eastern daylight time) at the Sheraton Premiere at Tysons Corner,
8661 Leesburg Pike, Vienna, Virginia 22182, and at any adjournments thereof, in
respect of all shares of the Common Stock, par value $.01 per share, of the
Company which the undersigned may be entitled to vote, on the following matters:

The undersigned hereby acknowledges prior receipt of a copy of the Notice of
Annual Meeting of Stockholders and proxy statement dated April 17, 1998 and the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1997, and hereby revokes any proxy or proxies heretofore given. This Proxy may
be revoked at any time before it is voted by delivering to the Secretary of the
Company either a written revocation of proxy or a duly executed proxy bearing a
later date, or by appearing at the Annual Meeting and voting in person.

(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE.)

<PAGE> 30
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF STOCKHOLDERS
LCC INTERNATIONAL, INC.

MAY 25, 1999

/ PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED /

<TABLE>
<CAPTION>
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

FOR all nominees
listed at right (except
as marked to the WITHHOLD AUTHORITY
contrary below) to vote for all nominees
listed at right
<S> <C> <C> <C> <C>
PROPOSAL ONE:
Election of the [ ] [ ] Nominees: Steven J. Gilbert
Board of Directors Mark D. Ein
(five persons): Dr. Arno A. Penzias
Dr. Rajendra Singh
Neera Singh

(INSTRUCTION: To withhold authority to vote for an
individual nominee, cross out that nominee's name at right.)

</TABLE>

<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
PROPOSAL TWO: Proposal to ratify the appointment of [ ] [ ] [ ]
KPMG LLP as the independent
auditors of the Company for the fiscal
year ending December 31, 1999;
</TABLE>

In their discretion, on any other matters that may properly come before the
Annual Meeting, or any adjournments thereof, in accordance with the
recommendations of a majority of the Board of Directors.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. HOWEVER, IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE NOMINEES IN PROPOSAL 1, AND FOR PROPOSAL 2.

If you receive more than one proxy card, please sign and return all
cards in the accompanying envelope.

PLEASE MARK, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY TO ENSURE A QUORUM
AT THE MEETING. IT IS IMPORTANT WHETHER YOU OWN A FEW OR MANY SHARES. DELAY IN
RETURNING YOUR PROXY MAY SUBJECT THE COMPANY TO ADDITIONAL EXPENSE.

I PLAN TO ATTEND THE MAY 25, 1999 ANNUAL STOCKHOLDERS MEETING [ ]

<TABLE>
<S> <C>
Date: , 1999
- ----------------------------------------------------- -----------
SIGNATURE OF STOCKHOLDER OR AUTHORIZED REPRESENTATIVE
</TABLE>

NOTE: Please date and sign exactly as name appears hereon. Each executor,
administrator, trustee, guardian, attorney-in-fact and other fiduciary
should sign and indicate his or her full title. In the case of stock
ownership in the name of two or more persons, both persons should sign.