TECHNICAL COMMUNICATIONS CORP, DEFC14C, 1998-07-16

TECHNICAL COMMUNICATIONS CORP
DEFC14C, 1998-07-16
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE>

SCHEDULE 14A

(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 registrant |X|

Filed by a party other than the registrant |_|

Check the appropriate box:

|_| Preliminary proxy statement

|X| Definitive proxy statement

|_| Confidential, for use of the Commission only (as permitted by Rule 14a-6
(e)(2))

|_| Definitive additional materials

|_| Soliciting material pursuant to Rule 14a-11(c)
or Rule 14a-12

TECHNICAL COMMUNICATIONS CORPORATION
-------------------------------------------------------------
(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 transactions applies:

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

<PAGE>

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:1

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(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

|_| 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:

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

(2) Form, schedule or registration statement no.:

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

(3) Filing party:

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

(4) Date filed:

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

- -----------------
1) Set forth the amount on which the filing fee is calculated and state how it
was determined.

<PAGE>
TECHNICAL COMMUNICATIONS CORPORATION

July 17, 1998

Dear TCC Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders to be
reconvened at the Company's offices in Concord, Massachusetts on Friday, August
14, 1998 at 10:00 A.M., Eastern Daylight Time. The meeting is for the purpose of
(i) electing two (2) Class I Directors named herein, each to serve for a term of
three (3) years, (ii) ratifying the election of the Company's independent
auditors and (iii) conducting any other business that may be properly brought
before the meeting. In addition, you will be asked to consider one (1)
stockholder proposal at the meeting.

Pursuant to a procedure agreed to by the Company and the plaintiffs in the
Group Lawsuit (defined below), the Company and the plaintiffs have agreed to
preserve May 29, 1998 as the previously announced record date for the Company's
upcoming Annual Meeting and to set the date on which the Annual Meeting will be
convened to a date no later than July 28, 1998. Accordingly the Company has set
July 28, 1998 as the postponed date for commencing the Annual Meeting,
originally established on July 17, 1998. On July 28, 1998, the postponed meeting
date, officers and Directors of the Company will meet solely to call the Annual
Meeting to order, and to adjourn the Annual Meeting to August 14, 1998. On
August 14, 1998, the date on which the adjourned meeting is intended to be held,
Directors will be elected and other Annual Meeting business will be conducted.
Only stockholders of record on May 29, 1998 will be entitled to notice of and to
be at the Annual Meeting.

Stockholders should not appear at the July 28, 1998 meeting as no business
will be conducted at that time. Stockholders may return proxies until the
reconvening of the Annual Meeting on August 14, 1998.

PLEASE NOTE THAT THIS YEAR'S ANNUAL MEETING OF STOCKHOLDERS IS CRITICALLY
IMPORTANT AND WE URGE YOU TO READ THOROUGHLY THE ACCOMPANYING NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT. M. Mahmud Awan, Philip Phalon, Robert B. Bregman
and William Martindale, Jr. (collectively, the "Group"), who together hold
approximately 17.2% of the Company's shares according to their filings with the
Securities and Exchange Commission (the "Commission"), are soliciting proxies in
opposition to the director nominees of the Company.

YOU SHOULD KNOW however, that on May 22, 1998, one of the Company's
Directors, Philip Phalon, joined an individual named M. Mahmud Awan in a lawsuit
against the Company and its directors (other than Mr. Phalon), filed in
Massachusetts Superior Court, Middlesex County (the "Court"), entitled Philip A.
Phalon and M. Mahmud Awan v. Technical Communications Corporation, Arnold
McCalmont, Herbert A. Lerner, Robert T. Lessard, Carl H. Guild, Mitchell B.
Briskin, Donald Lake and Thomas E. Peoples, Civil Action No. 98-25533 (the
"Group Lawsuit"). In the action, the plaintiffs, which include Mr. Phalon, a
long-time director and former acting President of the Company, allege a breach
of fiduciary duty by directors relating to actions of the Board including
improper denial of access to stockholder information. Forced to testify under
oath, Mr. Awan and Mr. Phalon now admit that some of the most significant
allegations in the complaint were unfounded and unsubstantiated, and that Mr.
Phalon certified to them for the complaint based either on information provided
to him by persons he cannot now remember or identify, or on pure guesswork.
Specifically, the complaint alleges among other actions: (i) that the Company
"covered up" the results of its internal investigation and that the former Chief
Executive Officer and President, as well as the former Chief Financial Officer,
were terminated for their refusal to participate in the alleged "cover-up"; (ii)
that the Company's directors, with the exception of

<PAGE>

Mr. Phalon but including the recently elected independent directors are
allegedly "beholden" to Arnold McCalmont, and therefore under his control; (iii)
that Mr. Mitchell Briskin, one of the new independent directors, allegedly made
a large investment in Net2Net, a company founded by Mr. McCalmont's son; and
(iv) that new director Mr. Donald Lake is a banker that previously handled
personal banking and financial matters for Arnold McCalmont and his family. The
Board believes that the false allegations were included in the complaint not on
the basis of fact, but instead as part of a strategy aimed at painting the
Company's Board, including its new independent directors as "cronies" involved
in a "cover-up" scheme. The Board reaches this conclusion based upon sworn
admissions by members of the Group that the allegations appearing in the Group's
complaint that a previous relationship existed between Arnold McCalmont and the
independent directors were unfounded and that they had no personal knowledge of
Mr. Briskin's alleged investment or Mr. Lake's banking relationship, neither of
which existed. The complaint also challenges the effectiveness of certain
actions taken by the Board of Directors on April 30, 1998 in creating staggered
terms for the Board. On June 10, 1998, on the basis of the allegations made by
Messrs. Phalon and Awan, the Court issued a decision and order (the "Order").
The Court denied the plaintiffs' request for stockholder information, but
ordered the Company to distribute plaintiffs' proxy materials, but only at
plaintiffs' expense. The Court also enjoined the effectiveness of the April 30
vote. On June 24, 1998, the Company's independent outside Board members, who
were not involved in the April 30 vote, voted to opt in to the provisions of
Massachusetts law creating staggered terms for boards of directors. Other than
Mr. Phalon, none of the board members involved in the April 30 vote participated
in any of the discussions on or the vote taken June 24. On June 28, 1998, the
Company filed motions for clarification and reconsideration of the Order in
light of the June 24 Board action. On July 6, 1998, the Court denied the
motions, but took no action to enjoin or overturn the June 24, 1998 Board
action. Thus, the Court has not issued any order invalidating the June 24, 1998
action by the Company's independent Board members and the Company believes that
this vote is valid, effective and in force. Nonetheless, the plaintiffs have
filed a complaint for civil contempt against the Company's Board members,
excluding Philip Phalon, as a result of the June 24 Board action. The Court has
scheduled a hearing on the matter for August 6, 1998.

On the basis of the foregoing and pending any action by the Court, the
Company will nominate and seek the election of the two (2) Class I Director
nominees identified in this proxy statement at the Meeting. Stockholders should
note, however, that the Court could, among other actions, either before or after
the Meeting, (i) require the Company to reconsider whether it may properly opt
in to the provisions of Section 50A, (ii) require the Board to postpone the
Meeting pending the resolution of the Group Lawsuit, or (iii) require the
Company to hold a new election of the Board. The Company intends to inform
stockholders via press releases and filings with the Commission of the status of
the Group Lawsuit as it progresses. In the event that there are material changes
as a result of the Group Lawsuit, the Company will send updated proxy materials
and proxy cards to the stockholders.

For the reasons described herein, the Company's Board of Directors urges you
to vote AGAINST the Group's nominees and AGAINST the stockholder proposal that
is described in the Proxy Statement.

The two (2) candidates receiving the greatest number of votes will be
elected at the Meeting.

Detailed information relating to the Company's activities and operating
performance during fiscal 1997 is contained in the Company's Annual Report to
stockholders furnished to you with this proxy.

It is important that your shares be represented at the Meeting. Accordingly,
please promptly complete, date, sign and return the enclosed WHITE proxy card in
the enclosed postage-paid return envelope.

Whether or not you expect to attend the Meeting, please sign, date and
return the enclosed WHITE proxy in the enclosed envelope at your earliest
convenience. If you return your WHITE proxy, you may nevertheless attend the
Meeting, revoke your proxy, and vote your shares in person.
<PAGE>
IMPORTANT

1. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT. PLEASE
SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD.

PLEASE VOTE EACH WHITE PROXY CARD YOU RECEIVE SINCE EACH ACCOUNT MUST BE
VOTED SEPARATELY. ONLY YOUR LATEST DATED PROXY COUNTS.

2. WE URGE YOU NOT TO SIGN ANY GOLD PROXY CARDS SENT TO YOU BY THE GROUP.

3. EVEN IF YOU HAVE SENT A GOLD PROXY CARD TO THE GROUP, YOU HAVE EVERY RIGHT
TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY, AND VOTE FOR THE BOARD'S
NOMINEES BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN THE
ENCLOSED ENVELOPE.

4. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE,
PLEASE DIRECT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT TO VOTE THE WHITE PROXY
CARD AS RECOMMENDED BY YOUR BOARD OF DIRECTORS.

5. YOU MAY VOTE THE WHITE PROXY CARD, OR REVOKE A PREVIOUSLY VOTED GOLD PROXY
CARD, UNTIL THE RECONVENING OF THE MEETING ON AUGUST 14, 1998.

IF YOU HAVE ANY QUESTIONS OR DESIRE ASSISTANCE IN VOTING YOUR PROXY, PLEASE
CONTACT SHAREHOLDER COMMUNICATIONS CORPORATION AT 1 (800) 733-8481, EXTENSION
402.

On behalf of the Board of Directors, thank you for your continued support.

Sincerely,

/s/ Carl H. Guild, Jr.

Carl H. Guild, Jr.
Chairman and
Chief Executive Officer
<PAGE>
TECHNICAL COMMUNICATIONS CORPORATION
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 28, 1998

To our Stockholders:

Pursuant to a procedure agreed to by the Company and the plaintiffs in the
Group Lawsuit, the Company and the plaintiffs have agreed to preserve May 29,
1998 as the previously announced record date for the Company's upcoming Annual
Meeting and to set the date on which the Annual Meeting will be convened to a
date no later than July 28, 1998. Accordingly the Company has set July 28, 1998
as the postponed date for commencing the Annual Meeting, originally established
on July 17, 1998. On July 28, 1998, the postponed meeting date, officers and
Directors of the Company will meet solely to call the Annual Meeting to order,
and to adjourn the Annual Meeting to August 14, 1998. On August 14, 1998, the
date on which the adjourned meeting is intended to be held, Directors will be
elected and other Annual Meeting business will be conducted. Only stockholders
of record on May 29, 1998 will be entitled to notice of and to be at the Annual
Meeting.

Notice is hereby given that the 1998 Annual Meeting of Stockholders (the
"Meeting") of Technical Communications Corporation, a Massachusetts corporation
(the "Company"), will be reconvened at the Company's offices, 100 Domino Drive,
Concord, Massachusetts 01742-2892 at 10:00 a.m. on Friday, August 14, 1998:

1. To elect two (2) Class I Directors named herein, each to serve for a term of
three (3) years or until their respective successors have been duly elected
and qualified;

2. To ratify the selection of the firm of Arthur Andersen LLP as auditors for
the Company for the fiscal year ending October 3, 1998;

3. To act upon a stockholder proposal as described in the accompanying proxy
statement; and

4. To consider and act upon such other business and matters or proposals as may
properly come before the Meeting or any adjournments thereof.

THE COMPANY REQUESTS THAT ALL STOCKHOLDERS READ THOROUGHLY THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT. M. Mahmud Awan, Philip Phalon,
Robert B. Bregman and William Martindale, Jr. (collectively, the "Group") are
soliciting proxies for the election of nominees in opposition to those nominated
by the Company. YOU SHOULD KNOW THAT MESSRS. PHALON AND AWAN -- FORCED TO
TESTIFY UNDER OATH -- NOW ADMIT that some of the most significant allegations in
their complaint were unfounded and unsubstantiated, and that some were included
in the complaint based on information provided to them by persons they cannot
now remember or identify, and others are based on pure guesswork. In light of
these facts, the Company believes that the Group is pursuing its lawsuit against
the Company and its directors, including its new independent directors, based on
unfounded and unsubstantiated allegations. These unfounded and unsubstantiated
allegations are more fully described in the Memorandum in Support of Motion for
Clarification and Reconsideration, which was filed with the Court by the Company
in connection with the Group Lawsuit, and is attached as Exhibit A to the
Company's Proxy Statement. For the reasons described herein, the Company's Board
of Directors urges you to vote AGAINST the Group's nominees and AGAINST the
stockholder proposal that is described in the Proxy Statement.

The two (2) candidates receiving the greatest number of votes will be
elected at the Meeting.
<PAGE>
Stockholders of record on the books of the Company at the close of business
on May 29, 1998, are entitled to notice of and to vote at the Meeting.

IMPORTANT

1. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT. PLEASE
SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD.

PLEASE VOTE EACH WHITE PROXY CARD YOU RECEIVE SINCE EACH ACCOUNT MUST BE
VOTE SEPARATELY. ONLY YOUR LATEST DATED PROXY COUNTS.

2. WE URGE YOU NOT TO SIGN ANY GOLD PROXY CARDS SENT TO YOU BY THE GROUP.

4. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE,
PLEASE DIRECT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT TO VOTE THE WHITE PROXY
CARD AS RECOMMENDED BY YOUR BOARD OF DIRECTORS.

5. YOU MAY VOTE THE WHITE PROXY CARD, OR REVOKE A PREVIOUSLY VOTED GOLD PROXY
CARD, UNTIL THE RECONVENING OF THE MEETING ON AUGUST 14, 1998.

All stockholders are cordially invited to attend the Meeting.

By Order of the Board of Directors,

Edward E. Hicks, Clerk

Concord, Massachusetts
July 17, 1998

It is important that your shares be represented at the Meeting. Whether or
not you plan to attend the Meeting, please sign, date and mail the enclosed
proxy in the enclosed envelope, which requires no postage if mailed in the
United States.
<PAGE>

TECHNICAL COMMUNICATIONS CORPORATION
PROXY STATEMENT
FOR
1998 ANNUAL MEETING OF STOCKHOLDERS
JULY 17, 1998

Proxies enclosed with this proxy statement are solicited by and on behalf of
the Board of Directors (the "Board of Directors") of Technical Communications
Corporation, a Massachusetts corporation (the "Company"), for use at the 1998
Annual Meeting of Stockholders (the "Meeting") to be reconvened at the Company's
offices, 100 Domino Drive, Concord, Massachusetts, at 10:00 a.m. on Friday,
August 14, 1998, and at any adjournments thereof. The proxies named herein shall
vote to elect the two (2) Class I Directors named herein, each to serve for a
term of three (3) years. M. Mahmud Awan, Philip A. Phalon, Robert B. Bregman and
William C. Martindale, Jr. (collectively, the "Group") have filed a proxy
statement (the "Group Proxy") under the provisions of Regulation 14A of the
Securities Exchange Act of 1934, as amended with the Securities and Exchange
Commission (the "SEC" or the "Commission"). Under the Group Proxy, the Group is
soliciting proxies for the election of nominees in opposition to the individuals
nominated by the Company's Board of Directors at the Meeting. The individuals
named in the Group Proxy and their backgrounds, together with the reasons for
the Board's opposition to their election, are described herein. YOU SHOULD KNOW
THAT MESSRS. PHALON AND AWAN -- FORCED TO TESTIFY UNDER OATH -- NOW ADMIT that
some of the most significant allegations in their complaint were unfounded and
unsubstantiated, and that some were included in the complaint based on
information provided to them by persons they cannot now remember or identify and
others are based on pure guesswork. In light of these facts, the Company
believes that the Group is pursuing its lawsuit against the Company and its
directors, including its new independent directors, based on unfounded and
unsubstantiated allegations. These unfounded and unsubstantiated allegations are
more fully described in the Memorandum in Support of Motion for Clarification
and Reconsideration, which was filed with the Court by the Company in connection
with the Group Lawsuit, and is attached as Exhibit A to this Proxy Statement and
incorporated herein by reference. For the reasons described herein, your Board
of Directors urges you to vote AGAINST the Group's nominees and AGAINST the
stockholder proposal described in this Proxy Statement.

1
<PAGE>
IF YOU HAVE ANY QUESTIONS OR DESIRE ASSISTANCE IN VOTING YOUR PROXY, PLEASE
CONTACT:

SHAREHOLDER COMMUNICATIONS CORPORATION
26 BROADWAY, ROOM 1640
NEW YORK, NY 10004
(800) 733-8481, EXTENSION 402

SHARES OUTSTANDING AND VOTING PROCEDURES

Only holders of record of outstanding shares of the Company's Common Stock
as of the close of business on May 29, 1998, are entitled to notice of and to
vote at the Meeting.

As of May 29, 1998, there are 1,283,238 shares of the Company's Common Stock
outstanding of which 1,247,505 are entitled to vote. The shares of Common Stock
are the only voting securities of the Company. Stockholders are entitled to cast
one vote for each share held of record.

Although the Technical Communications Corporation Employees' Stock Ownership
Plan (the "ESOP") was terminated October 1, 1997, until vested shares are
distributed, participants who execute proxies will have the shares allocated to
their accounts voted by the Trustees of the ESOP as they direct. The ESOP also
provides that the Trustees shall vote any shares allocated to participants'
accounts as to which they have not received voting instructions in the same
proportion as shares in participants' accounts as to which voting instructions
are received. The Trustee of the ESOP has indicated that he intends to follow
these pass-through voting provisions of the ESOP unless doing so would conflict
with the requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), including but not limited to the prudence requirements of
ERISA. Participants in the ESOP will receive proxies applicable to their
holdings in the ESOP on which they are to indicate their voting instructions to
the Trustee.

If the enclosed WHITE proxy is properly marked, signed, and returned in time
to be voted at the Meeting, and is not subsequently revoked, the shares
represented by proxy will be voted in accordance with the instructions marked
thereon. The proxy is in ballot form so that a specification may be made (i) to
grant or withhold authority to vote for the election of Directors, (ii) to vote
for or against, or abstain from voting on, the ratification of the firm of
Arthur Andersen LLP as the Company's auditors, and (iii) to vote for or against,
or abstain from voting on the stockholder proposal. SIGNED PROXIES RETURNED TO
THE COMPANY AND NOT MARKED TO THE CONTRARY WILL BE VOTED IN FAVOR OF THE
ELECTION OF THE TWO (2) CLASS I DIRECTORS NOMINATED BY THE BOARD AND IN FAVOR OF
THE RATIFICATION OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS AND AGAINST THE
STOCKHOLDER PROPOSAL. Any stockholder may revoke a proxy at any time prior to
its exercise by filing a later-dated proxy or a written notice of revocation
with the Clerk of the Company. Stockholders attending the Meeting may also
revoke their proxies by voting in person at the Meeting. Stockholders may vote
the WHITE proxy, or revoke a previously voted gold proxy, until the reconvening
of the Meeting on August 14, 1998.

In the event that a quorum cannot be achieved, including both votes being
cast in person and by proxy, it may be necessary to adjourn the Meeting until
such later date as when a quorum may be achieved, at additional cost and expense
to the Company.

2
<PAGE>
The two (2) candidates receiving the greatest number of votes will be
elected at the Meeting.

Other than as described herein, the Board of Directors knows of no other
matter to be presented at the Meeting. If any other matter should be presented
at the Meeting upon which a vote may be properly taken, shares represented by
all proxies received by Management of the Company will be voted with respect
thereto in accordance with the judgment of the persons named as attorneys in the
proxies.

It is expected that this proxy statement and the accompanying proxy, and an
Annual Report to Stockholders, containing financial statements for the fiscal
year ended September 27, 1997, will be mailed to stockholders on or about July
17, 1998.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of May 29, 1998, the ownership of Common Stock
of the Company by any person or group who is known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock outstanding and
entitled to vote as of such date:

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
(NUMBER OF SHARES) PERCENT OF
NAME AND ADDRESS (1) CLASS (1)
- ------------------------------------------------------------------------------- --------------------- -----------
<S> <C> <C>
Herbert A. Lerner, Trustee 97,762(2) 7.8%(2)
Technical Communications
Corporation Employees' Stock
Ownership Trust
100 Domino Drive
Concord, MA 01742-2892

Martindale Andres & Company, Inc. 77,000(3) 6.2%(3)
200 Four Falls Corporate Center
Suite 200
West Conshohocken, PA 19428

Quest Advisory Corporation 127,200(4) 10.2%(4)
c/o Charles M. Royce
1414 Avenue of the Americas
New York, NY 10019

M. Mahmud Awan 131,978(3) 10.6%(3)
c/o TechMan International Corporation
240 Sturbridge Road
Charlton City, MA 01506
</TABLE>

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

(1) Unless otherwise indicated, each of the persons named in the table has sole
voting and investment power with respect to the shares set forth opposite
such person's name. Information with respect to beneficial ownership is
based upon information furnished by each stockholder.

(2) Held as Trustee for the ESOP and represents shares that are allocated to the
participants. Until vested shares of the terminated plan are distributed,
each participant may direct the Trustee as to the manner in which shares
allocated to his or her account shall be voted. The ESOP provides that the
Trustee shall vote any shares allocated to participants' accounts as to
which they have not received voting

3
<PAGE>
instructions in the same proportion as shares in participants' accounts as
to which voting instructions are received. Mr. Lerner disclaims beneficial
ownership of these 97,762 shares.

(3) The nature of ownership of Mr. Awan and Martindale Andres & Company ("MAC")
as set forth herein is based upon their Schedule 13D, as amended, on file
with the SEC. The Schedule 13D was filed on behalf of a "group" (as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
consisting of Mr. Awan, Philip A. Phalon, Robert B. Bregman and William C.
Martindale, Jr., principal of MAC. The beneficial ownership of each member
of the group is as follows: Mr. Awan has beneficial ownership of 131,978
shares (10.6% of Class), Mr. Phalon has beneficial ownership of 2,250 shares
(0.2% of Class), Mr. Bregman has beneficial ownership of 2,700 shares (0.2%
of Class) and Mr. Martindale in his capacity as investment advisor may be
deemed to have beneficial ownership of 77,000 shares (6.2% of Class), which
shares are owned by numerous clients of MAC. Of the 77,000 shares, Mr.
Martindale has sole dispositive and voting power over 10,000 shares and
shared dispositive and voting power over 67,000 shares.

(4) The nature of ownership of Quest Advisory Corporation ("Quest") as set forth
herein is based upon their Schedule 13G on file with the SEC. Quest in its
capacity as investment advisor may be deemed the beneficial owner of the
127,200 shares indicated in the above table, which shares are owned by
numerous clients of Quest. Mr. Royce disclaims beneficial ownership of the
127,200 shares owned by Quest.

I. ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
AS DIRECTORS OF THE NOMINEES LISTED BELOW.

A. NUMBER OF AND NOMINEES FOR DIRECTORS

The Company's stockholders are being asked to elect two (2) members of the
Board of Directors. Stockholders should note, however, that on May 22, 1998, one
of the Company's Directors, Philip Phalon, joined an individual named M. Mahmud
Awan in a lawsuit against the Company and its directors (other than Mr. Phalon),
filed in Massachusetts Superior Court, Middlesex County (the "Court"), entitled
Philip A. Phalon and M. Mahmud Awan v. Technical Communications Corporation,
Arnold McCalmont, Herbert A. Lerner, Robert T. Lessard, Carl H. Guild, Mitchell
B. Briskin, Donald Lake and Thomas E. Peoples, Civil Action No. 98-2553 (the
"Group Lawsuit"). In the action, the plaintiffs, which include Mr. Phalon, a
long-time director and former acting President of the Company, allege a breach
of fiduciary duty by directors relating to actions of the Board including
improper denial of access to stockholder information. Forced to testify under
oath, Mr. Awan and Mr. Phalon now admit that some of the most significant
allegations in the complaint were unfounded and unsubstantiated, and that Mr.
Phalon certified to them for the complaint based either on information provided
to him by persons he cannot now remember or identify, or on pure guesswork.
Specifically, the complaint alleges among other actions: (i) that the Company
"covered up" the results of its internal investigation and that the former Chief
Executive Officer and President, as well as the former Chief Financial Officer,
were terminated for their refusal to participate in the alleged "cover-up"; (ii)
that the Company's directors, with the exception of Mr. Phalon but including the
recently elected independent directors are allegedly "beholden" to Arnold
McCalmont, and therefore under his control; (iii) that Mr. Mitchell Briskin, one
of the new independent directors, allegedly made a large investment in Net2Net,
a company founded by Mr. McCalmont's son; and (iv) that new director Mr. Donald
Lake is a banker that previously handled personal banking and financial

4
<PAGE>

matters for Arnold McCalmont and his family. The Board believes that the false
allegations were included in the complaint not on the basis of fact, but instead
as part of a strategy aimed at painting the Company's Board, including its new
independent directors as "cronies" involved in a "cover-up" scheme. The Board
reaches this conclusion based upon sworn admissions by members of the Group that
the allegations appearing in the Group's complaint that a previous relationship
existed between Arnold McCalmont and the independent directors were unfounded
and that they had no personal knowledge of Mr. Briskin's alleged investment or
Mr. Lake's banking relationship, neither of which existed. The complaint also
challenges the effectiveness of certain actions taken by the Board of Directors
on April 30, 1998 in creating staggered terms for the Board. On June 10, 1998,
on the basis of the allegations made by Messrs. Phalon and Awan, the Court
issued a decision and order (the "Order"). The Court denied the plaintiffs'
request for stockholder information, but ordered the Company to distribute
plaintiffs' proxy materials, but only at plaintiffs' expense. The Court also
enjoined the effectiveness of the April 30 vote. On June 24, 1998, the Company's
independent outside Board members, who were not involved in the April 30 vote,
voted to opt in to the provisions of Massachusetts law creating staggered terms
for boards of directors. Other than Mr. Phalon, none of the board members
involved in the April 30 vote participated in any of the discussions on or the
vote taken June 24. On June 28, 1998, the Company filed motions for
clarification and reconsideration of the Order in light of the June 24 Board
action. On July 6, 1998, the Court denied the motions, but took no action to
enjoin or overturn the June 24, 1998 Board action. Thus, the Court has not
issued any order invalidating the June 24, 1998 action by the Company's
independent Board members and the Company believes that this vote is valid,
effective and in force. Nonetheless, the plaintiffs have filed a complaint for
civil contempt against the Company's Board members, excluding Philip Phalon, as
a result of the June 24 Board action. The Court has scheduled a hearing on the
matter for August 6, 1998.

On the basis of the foregoing and pending any action by the Court, the
Company will nominate and seek the election of the two (2) Class I Director
nominees identified in this proxy statement at the Meeting scheduled to
reconvene on August 14, 1998. Stockholders should note, however, that the Court
could, among other actions, either before or after the Meeting, (i) require the
Company to reconsider whether it may properly opt in to the provisions of
Section 50A, (ii) require the Board to postpone the Meeting pending the
resolution of the Group Lawsuit, or (iii) require the Company to hold a new
election of the Board. The Company intends to inform stockholders via press
releases and filings with the Commission of the status of the Group Lawsuit as
it progresses. In the event that there are material changes as a result of the
Group Lawsuit, the Company will send updated proxy materials and proxy cards to
the stockholders.

Presently, the Board of Directors is constituted as follows: The term of
office of those of the first class ("Class I Directors"), which consists of two
(2) directors, shall expire at the Meeting or when their successors are duly
elected and qualified or when he sooner dies, resigns, is removed, or becomes
disqualified; the term of office of those of the second class ("Class II
Directors"), which consists of three (3) directors, shall expire at the 1999
Annual Meeting of Stockholders or when their successors are duly elected and
qualified or when he sooner dies, resigns, is removed, or becomes disqualified;
and the term of office of those of the third class ("Class III Directors"),
which consists of three (3) directors, shall expire at the 2000 Annual Meeting
of Stockholders or when their successors are duly elected and qualified or when
he sooner dies, resigns, is removed, or becomes disqualified. At each Annual
Meeting of Stockholders, Directors chosen to succeed those whose terms then
expire shall be elected for a full term of office expiring at the third
succeeding Annual Meeting of Stockholders after their election or until their
successors are duly elected and qualified or until he sooner dies, resigns, is
removed, or becomes disqualified. Vacancies and newly created directorships,
resulting from any reason, may be filled solely by the affirmative vote of a
majority of the remaining directors then in office.

5
<PAGE>

ACCORDINGLY, THE PROXIES NAMED HEREIN SHALL VOTE TO ELECT THE TWO (2) CLASS
I DIRECTORS NAMED HEREIN, EACH TO SERVE FOR A TERM OF THREE (3) YEARS. THESE
INDIVIDUALS INCLUDE MESSRS. BRISKIN AND RESNICK. MR. ARNOLD MCCALMONT HAS
RESIGNED FROM THE BOARD OF DIRECTORS.

Philip Phalon, a current director who is suing the Company, advised the
Company on January 26, 1998 that he will not seek another term on a slate that
includes the Company's current Board members. His decision arises from his
disagreement with Company policies and procedures in several respects. First, he
believes that the Board of Directors has failed to manage the Company
appropriately. His view arises from his disagreement with certain transactions
and from his perception that the Board caused Company management to be
inefficient or unproductive. Second, he believes that the recently concluded
independent internal review of certain foreign transactions should have lead the
Company to seek restitution of investigation costs. Finally, he disagrees with
any action by the Board that would render the Company subject to the provisions
of Massachusetts General Laws c.156B, Section 50A ("Section 50A") which creates
staggered terms for, or "classifies," the Board of Directors.

Rather than work with the current Board, which now includes three new
independent outside members, to develop objectives for enhancing stockholder
value, Mr. Phalon has aligned himself with three other individuals and has sued
the Company to facilitate the Group's attempt to gain a foothold in the Board
and attempt to direct the Company's assets and resources. The Board of Directors
concurs that the prior management was deficient in several respects. The current
Board, however, believes that it has appropriately supervised the operations of
the Company, and notes that for some period of time Mr. Phalon himself was
acting President. The Board has made a considered review of the results of the
internal review and believes its response -- including the termination of all
relationships with James McCalmont, a former director and employee, and
disclosure to relevant governmental agencies -- was appropriate and prudent.
Further, the Board also notes that although no specific amounts were allocated
to restitution, it did satisfactorily resolve all financial issues, including
the waiver of substantial sales commissions that are or may be due to James
McCalmont. In addition, the Board has elected three new independent directors
with no previous ties to the Company. Finally, the Board believes that bringing
the Company within the scope of Section 50A is appropriate to preserve and
enhance the long-term value at the Company to its stockholders.

Section 50A, which was passed by the Massachusetts legislature in 1990 to
protect Norton Company and other Massachusetts public companies from hostile
bidders or costly proxy battles, requires that Massachusetts public companies
classify or stagger the terms of their board members. This classification
prevents the wholesale precipitous change of the entire board in any one year,
promoting stability in corporate affairs and effectively requiring that any
hostile bidder or group deal with a majority of then-current board members,
which board members are obligated to represent all stockholders -- instead of a
completely new slate of directors owing their allegiance to the small group that
elected them. In addition, the Company believes that a staggered Board of
Directors facilitates continuity and stability of leadership and corporate
policy by permitting new directors to become familiar with the business of the
Company and to benefit from the experience of the continuing directors.

The Board agrees with the policy advanced by the Massachusetts legislature
and believes that -- for now -- bringing the Company within the scope of Section
50A, is appropriate and that continuity at the Board level will preserve and
enhance the long-term value of the Company and its stockholders as described
above. The Board notes that Section 50A provides that the Company can "opt out"
of its statutory protections by a Board vote or by a 2/3 stockholder vote.
Moreover, Board members organized

6
<PAGE>
into classes also can be removed for cause, as defined in the statute. Finally,
the Board believes that opting in to the protections of Section 50A, like any
decision to implement a takeover defensive mechanism, is not permanent and in
fact must be reassessed periodically to ensure that the interests of all
stockholders can be served in light of any negotiated transaction or proxy
contest.

The Board notes that the election of directors by classes is a common
practice that has been adopted by many large companies and that it is
specifically permitted by the laws of many states, including Massachusetts, the
Company's state of incorporation.

At the Meeting, it will be the intention of the persons named as proxies to
vote the proxies, unless authority to vote is specifically withheld, to elect
the two (2) individuals nominated by the Company, such individuals to include
Messrs. Briskin and Resnick, each to serve for a term of three (3) years or
until their successors are duly elected and qualified or until he sooner dies,
resigns, is removed, or becomes disqualified. Mr. Arnold McCalmont has resigned
from the Board of Directors. If the Group Lawsuit is resolved in the Company's
favor, the terms of the Class I Directors, which would consist of Philip A.
Phalon and Mitchell B. Briskin, shall expire at the Meeting and the Company's
Board would remain staggered, with directors serving different terms, and the
proxies named herein shall, unless authority to vote is specifically withheld,
vote to elect as the two (2) Class I Directors Mr. Briskin and Mr. Resnick.

The following table sets forth the year each director (or director nominee)
first became a director, the position currently held by each director with the
Company, the principal occupation of each of the directors during the past five
years, any other directorships held by such person in any company subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended, or in
any company registered as an investment company under the Investment Company Act
of 1940, as amended, the age of each director (or director nominee), the current
business address of each director, the class of directors to which the director
belongs, and the number of shares and percentage of Common Stock outstanding and
entitled to vote of the Company beneficially owned by each director (or director
nominee) and by all directors, director nominees and officers as a group, as of
May 15, 1998.

The following table also sets forth the names of all executive officers of
the Company, the year each first became an executive officer, the position
currently held by each officer of the Company, the principal occupation of each
officer during the past five years, the age of each officer, and the number of
shares and percentage of Common Stock outstanding and entitled to vote of the
Company beneficially owned by each officer as of May 15, 1998.

<TABLE>
<CAPTION>
AMOUNT AND NATURE
DIRECTOR'S AND OFFICER'S NAME AND POSITIONS AND OF BENEFICIAL
YEAR FIRST BECAME A OFFICES WITH OWNERSHIP PERCENT OF
DIRECTOR OR OFFICER (2)(3) THE COMPANY AGE (# OF SHARES) (1) CLASS (1)
- ------------------------------------------------------ ---------------------- --------- ----------------- -----------
<S> <C> <C> <C> <C>
Mitchell B. Briskin (4) Director 39 0 0%
100 Main Street, Suite 320
Concord, MA 01742
1998 -- Class I

Bernard Resnick (5) Director nominee 72 0 0%
11 Black Oak Road
Wayland, MA 01778
(director nominee) -- Class I
</TABLE>

7
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE
DIRECTOR'S AND OFFICER'S NAME AND POSITIONS AND OF BENEFICIAL
YEAR FIRST BECAME A OFFICES WITH OWNERSHIP PERCENT OF
DIRECTOR OR OFFICER (2)(3) THE COMPANY AGE (# OF SHARES) (1) CLASS (1)
- ------------------------------------------------------ ---------------------- --------- ----------------- -----------
Herbert A. Lerner (6) Director, Treasurer, 71 3,936(7) 0.3%
Technical Communications CFO
Corporation
100 Domino Drive
Concord, MA 01742-2892
1961 -- Class II
<S> <C> <C> <C> <C>

Robert T. Lessard (8) Director 57 0 0%
2417 Beechnut Place
Odenton, MD 21113
1997 -- Class II

Arnold M. McCalmont (9) Director 68 11,007(10) 0.9%
1 Powers Road
Hollis, NH 03049
1961 -- Class II

Carl H. Guild, Jr. (11) Director, 54 24,000(12) 1.9%
Technical Communications Chairman of the
Corporation Board of Directors,
100 Domino Drive CEO
Concord, MA 01742-2892
1997 -- Class III

Donald Lake (13) Director 53 0 0%
19570 Top O The Moor Drive East
Monument, CO 80132
1998 -- Class III

Thomas E. Peoples (14) Director 49 0 0%
1025 Connecticut Avenue Suite 501
Washington, DC 20036
1998 -- Class III

NON-DIRECTOR OFFICERS

John I. Gill (15) Executive Vice 59 19,551(16) 1.6%
1985 President
</TABLE>

8
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE
DIRECTOR'S AND OFFICER'S NAME AND POSITIONS AND OF BENEFICIAL
YEAR FIRST BECAME A OFFICES WITH OWNERSHIP PERCENT OF
DIRECTOR OR OFFICER (2)(3) THE COMPANY AGE (# OF SHARES) (1) CLASS (1)
- ------------------------------------------------------ ---------------------- --------- ----------------- -----------
Dale G. Peterson (17) President 35 20,000(18) 1.6%
1998
<S> <C> <C> <C> <C>

All directors, director nominees 78,494(19) 6.3%
and officers as a group
(10 persons)
</TABLE>

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

(1) Unless otherwise indicated, each of the persons named in the table has sole
voting and investment powers with respect to the shares set forth opposite
such person's name. With respect to each person or group, percentages are
calculated based on the number of shares beneficially owned plus shares that
may be acquired by such person or group within sixty days upon the exercise
of stock options. Unless otherwise indicated herein, none of the persons
named in this table is, or was within the past year, a party to any
contract, arrangement or understanding with any person with respect to any
securities of the Company, including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies. None of the persons named in the table, nor any of
their respective associates have any arrangement or understanding with any
person with respect to any future employment by the Company or its
affiliates, or with respect to any future transactions to which the Company
or any of its affiliates will or may be a party. Except as otherwise
described herein, none of the persons named in this table own any security
of the Company of record but not beneficially.

(2) Roland Gerard resigned from the Board on February 13, 1998. Prior to that
time he served as the President and Chief Executive Officer. James A.
McCalmont resigned from the Board on January 13, 1998. On April 30, 1998,
Mr. Briskin, Mr. Lake and Mr. Peoples were all elected by the Board to fill
vacancies on the Board resulting from resignations.

(3) Philip A. Phalon will not be continuing as a Director of the Company
following the Meeting. Mr. Phalon was Senior Vice-President for Corporate
Marketing for Raytheon Company from 1983 through September 1990. From May
1994 through June 1995, Mr. Phalon was the Company's Acting President.

(4) Mitchell Briskin is a principal at Concord Investment Partners in Concord,
Massachusetts. In this capacity, he is responsible for all aspects of
private equity investing with a focus on creating value in middle market
companies through operational improvements. From 1990 until 1995, Mr.
Briskin was General Manager at General Chemical Corporation. In this role he
managed operations and sales which included full P&L responsibility, and he
substantially improved the Company's financial performance through
expansions, turnaround strategies and operating management. Prior to this,
Mr. Briskin was a lawyer with Patterson, Belknap, Webb & Tyler in New York
City. He holds a Masters in Business Administration from Harvard University
Graduate School of Business Administration. He was also awarded a Juris
Doctor degree from New York University School of Law, and a B.A. from
Wesleyan University.

(5) Bernard Resnick has 43 years experience in the communications products
industry. Most recently from 1986 to 1993, Mr. Resnick was Vice President
and General Manager of the Mobile Subscriber Equipment (MSE) Division of GTE
Government Systems. In this role, he was responsible for a multi-

9
<PAGE>
billion dollar communications program awarded by the U.S. Army, as well as
the worldwide marketing, logistics, training and management of the
division's communications business. He was awarded several government awards
as a result of the success of the program including the Bronze Medal of the
Dispute of Mercury. Prior to this, Mr. Resnick was Director of Engineering
for the Electronic Systems Group at GTE-Eastern Division. Mr. Resnick was
employed at GTE from 1958 to 1993 and then retired. Mr. Resnick holds a BSEE
from Northeastern University and a MSEE from Yale University.

(6) Herbert A. Lerner has been a director of the Company since 1961, and
employed as Treasurer since 1961, with the exception of 1987. Mr. Lerner has
been serving as the Chief Financial Officer of the Company since the
termination of Graham R. Briggs on January 14, 1998. From 1990 until June 1,
1992, he was a Programs Business Manager with Raytheon Company. In addition
to his duties at the Company, Mr. Lerner is currently an independent
consultant.

(7) Includes 3,750 shares that may be acquired by Mr. Lerner within sixty (60)
days upon exercise of stock options. Excludes 97,762 shares held by the
ESOP, which Mr. Lerner, as a trustee of the ESOP, may be deemed to own
beneficially. Mr. Lerner disclaims beneficial ownership of these shares.
With respect to shares now owned by him, Mr. Lerner shares the voting and
investment powers with his wife.

(8) Robert T. Lessard was employed in a variety of management positions from
1966 through December 1995 at the U.S. National Security Agency ("NSA"),
Department of Defense. During his final two years at NSA, Mr. Lessard was
the Group Chief in the Operations Directorate responsible for communications
and cryptographic technology. Since his retirement in December 1995, he has
represented the Director of the National Security Agency on several special
projects.

(9) Arnold M. McCalmont served as a director from 1961 until his resignation
from the Board in July, 1998, and was President of the Company from 1961
through August 22, 1993. Mr. McCalmont served as Chairman of the Board from
1961 until 1998. Mr. McCalmont retired as an employee of the Company in
March 1998. On June 4, 1996, Mr. McCalmont sold 4,000 shares of the
Company's stock.

(10) The 11,007 shares are allocated to Arnold M. McCalmont under the Company's
ESOP.

(11) Carl H. Guild, Jr. was elected to the Board on May 1, 1997. Upon Mr.
Gerard's resignation from the Board on February 13, 1998, Mr. Guild replaced
Mr. Gerard as Chief Executive Officer and was elected Chairman of the Board
of Directors. From 1993 to 1997, he was a Senior Vice President with
Raytheon Engineers and Constructors, Inc., a unit of Raytheon Company. Mr.
Guild had been an independent consultant to the Company from May 1, 1997
until February 13, 1998.

(12) Includes 24,000 shares that may be acquired by Mr. Guild within sixty (60)
days upon exercise of stock options.

(13) Donald Lake has been a financial consultant to various federal government
agencies since 1991. Before initiating his consulting practice, from 1990 to
1991, Mr. Lake served as Director of the International Banking Services
Division of the American Security Bank in Washington, D.C. Prior to this,
Mr. Lake was the Managing Director of the Maryland Bank International S.A.
in Luxembourg. Mr. Lake holds an M.S. from Texas Christian University and a
B.A. from the University of Illinois. He is currently a Ph.D. candidate at
George Washington University.

(14) Thomas E. Peoples is the Vice President for International and Washington
Operations of Aerojet, a privately held aerospace and defense contractor and
has been employed by that company since 1992.

10
<PAGE>
Prior to his employment with Aerojet, Mr. Peoples served as Manager of
Business Development for Smart Munitions Programs at Raytheon Company. Prior
to this, Mr. Peoples served as Special Assistant to the Assistant Secretary
of Defense for Acquisition. Mr. Peoples holds an M.S. from Troy State
University and a B.A. from Benedictine College.

(15) John I. Gill has been employed by the Company since August 1983.

(16) Includes 9,551 shares currently allocated to Mr. Gill under the ESOP.

(17) Dale G. Peterson has been employed as President of the Company since his
re-employment in February, 1998. From 1996 to 1998, Mr. Peterson served as
Director of Business Development, Network Security, for Racal Data Group, a
subsidiary of Racal Electronics Plc, a public company engaged in the
production of telecommunications, defense electronics and data products.
Prior to this, Mr. Peterson was employed by the Company in various sales and
marketing roles from 1990 to 1996. Prior to this, Mr. Peterson was employed
by the National Security Agency from 1984 to 1990. Mr. Peterson holds a B.S.
from the University of Illinois.

(18) Includes 20,000 shares that may be acquired by Mr. Peterson within sixty
(60) days upon exercise of stock options.

(19) Includes 47,750 shares that the directors and officers have the right to
acquire within sixty (60) days of May 15, 1998, by the exercise of stock
options. Also includes an aggregate of 20,558 shares that are allocated to
the accounts of officers under the ESOP. For a discussion of the voting and
investment powers with respect to such shares, see page 2 and footnote (1)
on page 3.

A quorum being present, the two (2) candidates receiving the greatest number
of votes will be elected at the Meeting. Thus, abstention or broker non-votes
will not be included in the totals and will have no effect on the outcome of the
vote.

B. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors held five (5) meetings during the twelve months ended
September 27, 1997 ("Fiscal Year 1997"). Each of the directors attended at least
75% of the aggregate of (a) the total number of meetings of the Board of
Directors he was eligible to attend, and (b) the total number of meetings of all
committees of the Board of Directors on which he served which were held during
Fiscal Year 1997.

The Audit Committee of the Board, of which Messrs. Guild, Lerner, and Phalon
were members, held seven (7) meetings during Fiscal Year 1997. The Audit
Committee oversees the accounting and tax functions of the Company, recommends
to the Board the engagement of independent auditors for the year subject to the
approval by the stockholders of the Company, reviews with management and the
auditors the plan and scope of the audit engagement, reviews the annual
financial statements of the Company and any recommended changes or modifications
to control procedures and accounting practices and policies, and monitors with
management and the auditors the Company's systems of internal controls and its
accounting and reporting practices.

The Compensation Committee of the Board, of which Messrs. Lerner and Lessard
were members and of which James A. McCalmont was a member until January 13,
1998, held two (2) meetings during Fiscal Year 1997. The Compensation Committee
reviews and recommends to the Board compensation for the President, the Chairman
of the Board and outside directors. It also reviews and recommends the adoption,

11
<PAGE>
amendment and implementation of incentive compensation plans, stock option plans
and other employee benefit plans and programs for the Company and officers and
directors of the Company.

C. COMPENSATION OF DIRECTORS

Directors who are not regular employees of the Company received a fee of
$1,000 for attendance at the November 1996 Board of Directors meeting, and
$1,200 for all meetings attended thereafter during Fiscal Year 1997. In
addition, beginning with its Annual Meeting held in February 1997, each outside
director is authorized an annual retainer of $2,800 paid in arrears in quarterly
increments of $700 starting February 1, 1997. During Fiscal Year 1997, outside
directors also received a fee of $500 for each meeting of a committee of the
Board of Directors they attended. Mr. Lerner, who as the Treasurer of the
Company and a part-time Company employee, was also authorized to receive the
retainer and fees for attendance at meetings.

In addition, pursuant to the 1990 Non-Employee Director Stock Option Plan,
adopted by the Board of Directors in August 1990 and approved by the
stockholders at the 1991 Annual Meeting, each director who was not then an
employee, who attended at least 75% of Board Meetings held during the previous
fiscal year, and who was not otherwise ineligible, received on the date of each
Annual Meeting of Stockholders during the term of said plan an option to
purchase 750 shares of Common Stock at an exercise price of one hundred percent
(100%) of the fair market value of the Common Stock on the date the option was
granted. Each option had a term of five (5) years from the date of grant and was
exercisable in full or in part at any time or times after the date of grant
until the earlier of the expiration of such term or sixty days after the
optionee ceased to serve as a director of the Company. Mr. Phalon, the then
currently eligible director under the 1990 Non-Employee Director Stock Option
Plan, received an option to purchase 750 shares following the 1997 Annual
Meeting. The 1990 Non-Employee Director Stock Option Plan was subsequently
terminated by the Board in February 1997.

In February 1997, the Board approved additional director compensation that
will grant 1,000 share stock options under the Company's 1991 Stock Option Plan
to all directors effective as of the meeting of the Board of Directors which
will follow the Meeting. These shares will have a term of five (5) years from
the date of the grant and will have an exercise price equal to 85% of the fair
market value as of that date. In addition, all directors are to receive a grant
of 500 shares of Company stock at the meeting of the Board of Directors which
will follow the Meeting.

D. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On November 17, 1989, the Company established the Technical Communications
Corporation Employees' Stock Ownership Trust (the "Trust") for the benefit of
its employees. The Trust purchased 190,350 shares of the Company's Common Stock
with borrowed funds, and the Company served as guarantor of the bank loans.
During Fiscal Year 1997, the Company provided two loans to the Trust in order to
pay off the bank loans. At its August 27, 1997 meeting, the Board of Directors
voted to terminate the ESOP, effective October 1, 1997.

Herbert A. Lerner, Company director, Chief Financial Officer and Treasurer,
is the Trustee of the Technical Communications Corporation Employees' Stock
Ownership Trust.

Edward E. Hicks, Esq., the Company's Secretary and Clerk, is a member of a
law firm that provides legal services to the Company.

12
<PAGE>
Lawrence A. Kletter, Esq., who resigned as a director during Fiscal Year
1997, is a member of a law firm that provided legal services to the Company.

Carl H. Guild, Jr., elected to the Board of Directors effective May 1, 1997,
served as a consultant for the Board during Fiscal Year 1997, earning $52,500 in
this capacity during that time.

During Fiscal Years 1997 and 1996, the Company incurred expenses of $116,038
and $96,360, respectively, to FutureComms, Inc., a privately held
telecommunications software consulting services company. FutureComms is owned
and operated by Michelle D. Gerard, the wife of the Company's former President
and Chief Executive Officer. FutureComms' work ended on August 29, 1997.

On June 27, 1995, the Company invested $250,800 for a minority interest in
Series B Preferred Stock of Net2Net Corporation ("Net2Net"), a privately held
company involved in the development of high performance management and analysis
systems for Asynchronous Transfer Mode (ATM) networks. The Company also paid a
deposit for inventory, purchased at a discounted price, valued at $244,200 as
well as entered into an eighteen month distribution agreement with Net2Net that
gave the Company the exclusive right to sell Net2Net products to certain U.S.
Government departments. As of September 27, 1997, $144,283 of the inventory had
been sold and the remaining amount of $99,917 has been either written-down or
fully reserved. On May 15, 1998, a wholly owned subsidiary of Visual Networks,
Inc. ("Visual"), a public company, merged with and into Net2Net. Under the terms
of the merger, all outstanding shares of Net2Net were exchanged for an aggregate
of 2,250,000 shares of Visual common stock. Net2Net's president was Stephen
McCalmont, son of Arnold M. McCalmont, and brother to former director James A.
McCalmont. Arnold and James McCalmont, as well as Herbert A. Lerner, also were
investors in Net2Net Corporation. This investment, which represented less than a
5% interest, was accounted for using the cost method.

E. THE GROUP'S NOMINEES

The Group has nominated Mr. Phalon, Mr. Awan, Joseph J. Hansen, Ernest R.
Fenton and David A.B. Brown for election as directors. Listed below are the
names and ages of the Group's nominees, their business experience during the
last five years and ownership of Company stock. The information set forth below
relating to the Group's nominees is taken from the Group Proxy and has not been
independently verified or confirmed by the Company.

<TABLE>
<CAPTION>
GROUP NOMINEE BENEFICIAL
NAME, AGE AND OWNERSHIP BACKGROUND AND
BUSINESS ADDRESS OF SHARES PRESENT OCCUPATION
- ------------------------------ ----------- -------------------------------------------------------------------
<S> <C> <C>
Philip A. Phalon (69) 2,250(1) Self-employed international marketing and business consultant and
40 Salem Street private investor from October 1990 to the present. Interim
Lynnfield, MA 01940 President of the Company from May 1994 to March 1995. Director of
the Company from August 1994 to the present.

M. Mahmud Awan (46) 138,387(2) Chairman and Chief Executive Officer of TechMan International
240 Sturbridge Road Corporation, a manufacturer of fiber optic medical devices and
Charlton City, MA 01506 communications systems, from September 1982 to the present.
</TABLE>

13
<PAGE>
<TABLE>
<CAPTION>
GROUP NOMINEE BENEFICIAL
NAME, AGE AND OWNERSHIP BACKGROUND AND
BUSINESS ADDRESS OF SHARES PRESENT OCCUPATION
- ------------------------------ ----------- -------------------------------------------------------------------
<S> <C> <C>
Joseph J. Hansen (64) 0(3) President of Lexington Strategic Associates, a strategic management
221 Follen Road consulting firm, from October 1992 to the present; Senior Lecturer
Lexington, MA 02173-5502 in mathematics at Northeastern University from 1986 to the present.

Ernest R. Fenton (51) 0 Self-employed business consultant specializing in turnaround of
4 Johns Lane underperforming international businesses, from 1992 to the present.
Lexington, MA 02173

David A.B. Brown (54) 0 President of the Windsor Group, Inc., a business consulting firm
One Boston Place focused on the oil industry and international operations, from 1984
Boston, MA 02108 to the present. Mr. Brown is a director of BTU International, Inc.
(thermal processing equipment and controls), EMCOR Group, Inc.
(electrical and mechanical engineering) and The Marine Drilling
Companies (owner and operator of offshore drilling rigs).
</TABLE>

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

(1) Mr. Phalon beneficially owns 2,250 shares of Common Stock of which 500
shares are owned directly by Mr. Phalon; 1,750 shares are issuable upon
exercise of stock options which are currently exercisable.

(2) Mr. Awan owns 138,378 shares of Common Stock (of which 78,000 are owned by
Mr. Awan directly and 60,378 of which are owned of record by TechMan
International Corporation, which is wholly owned by Mr. Awan).

(3) Mr. Hansen holds a revocable proxy to vote 50 shares of Common Stock owned
of record by Frederick A. Kinch, a former employee of the Company.

F. BOARD OF DIRECTORS RESPONSE TO THE GROUP'S NOMINEES

On April 30, 1998, the Board of Directors, after careful consideration of
past management deficiencies and performance, established specific goals to move
the Company forward in terms of market share, technological innovation and
revenue growth. To these ends, on April 30, 1998 the Board acted to enlarge the
size of the Board, to add qualified, experienced and independent new board
members, and to opt in to the protections provided by Massachusetts state law
under Section 50A, which provides for the continuity and efficiencies of a
staggered board. On June 10, 1998, the Court, by way of the Order, enjoined the
April 30, 1998 vote of the Board that staggered the Board of Directors in
accordance with Section 50A. On June 24, 1998, the Company's independent outside
Board members voted to opt in to the provisions of Massachusetts law creating
staggered terms for boards of directors. On June 28, 1998, the Company filed
motions for clarification and reconsideration of the Order in light of the June
24 Board action. On July 6, 1998, the Court denied the motions, but took no
action to enjoin or overturn the June 24, 1998 Board action. Thus, the Court has
not issued any order invalidating the June 24, 1998 action by the Company's
independent Board members and the Company believes that this vote is valid,
effective and in force. Nonetheless, the plaintiffs have filed a complaint for
civil contempt against the Company's Board members, excluding Philip Phalon, as
a result of the June 24 Board action. The Court has scheduled a hearing on the
matter for August 6, 1998.

14
<PAGE>
On the basis of the foregoing and pending any action by the Court, the
Company will nominate and seek the election of the two Class I Director nominees
identified in this proxy statement at the Meeting scheduled to reconvene on
August 14, 1998. Stockholders should note, however, that the Court could, among
other actions, either before or after the Meeting, (i) require the Company to
reconsider whether it may properly opt in to the provisions of Section 50A, (ii)
require the Board to postpone the Meeting pending the resolution of the Group
Lawsuit, or (iii) require the Company to hold a new election of the Board. The
Company intends to inform stockholders via press releases and filings with the
Commission of the status of the Group Lawsuit as it progresses. In the event
that there are material changes as a result of the Group Lawsuit, the Company
will send updated proxy materials and proxy cards to the stockholders.

Both of the Company's nominees are committed to enhancing long term
stockholder value. The Company's nominees have consulted with the Company's
current management and have agreed that the Company's Board must take immediate
action to return the Company to profitability and enhance stockholder value.
Their contribution is expected to include -- on a regular basis -- a commitment
to overseeing and advising the Company's management with respect to actions that
currently are expected to include: (i) a focus of product development efforts on
those products that have near-term marketability and offer a chance to increase
the Company's revenue and market share, (ii) the launching of new and
technologically innovative encryption products aimed at the financial market,
(iii) an intensification of sales efforts on current products to increase
revenues, (iv) the completion and on-time delivery of custom designed secure
network equipment for a key international government customer, (v) the control
and reduction of the cost of operations, and (vi) a strengthening of engineering
resources to align product cycles with market opportunities.

YOUR BOARD OF DIRECTORS DOES NOT BELIEVE THAT THE BEST INTERESTS OF THE
COMPANY OR ITS STOCKHOLDERS WOULD BE SERVED BY ELECTING ANY OF MESSRS. PHALON,
AWAN, HANSEN, FENTON OR BROWN.

The Company believes that the Group's course of action and nomination of its
own slate of directors may be motivated by a personal agenda that may not be
aligned with the interests of the stockholders as a whole.

The Company believes that Mr. Phalon is using the proxy contest to secure
himself the position of Chairman of the Board of Directors, a position likely
unavailable to him by vote of the new outside members of the Board of Directors.
Prior to the formation of the Group of which he is a member, in December 1997
and January 1998, Mr. Phalon advised his fellow Board members that he wished to
be Chairman of the Board. A deposition under oath of Mr. Phalon in the lawsuit
against the Company filed in Massachusetts Superior Court, Middlesex County has
revealed the following:

1. In late January 1998, after outside counsel had completed an internal
investigation of certain historical contracts, finding that certain approval and
control procedures had not been followed with respect to those contracts, Mr.
Phalon and other Board members voted to (i) direct counsel to report the results
of the investigation to the Commission and to the Company's auditors and (ii)
make all required filings under the federal securities laws. Simultaneously, the
Board authorized the issuance of a press release on these matters.

2. Instead of conveying any concerns that he had about the internal
investigation or the press release to the Commission, the Company's auditors, or
any other authority, Mr. Phalon chose to convey his own review and analysis of
the internal investigation to a small group of persons who then began purchasing
stock of the Company. In early April, this small group entered into a formal
agreement that, in the event

15
<PAGE>
that a member of the group desires to sell his shares of Company stock to an
outsider, each other member of this small group has a right of first refusal
with respect to the purchase of that stock.

3. In late April 1998, the Company's Board moved to elect three new outside
directors, each with significant industry or investment banking experience and
no prior contractual or other ties to the Company or any of its directors. The
Board also voted to classify the terms of its members, in accordance with
Section 50A. In May 1998, Mr. Phalon and M. Mahmud Awan, a stockholder who had
purchased Company stock on the basis of information provided by Mr. Phalon,
filed a lawsuit against the Company, Mr. Phalon's fellow directors and the three
new outside directors, including in their complaint some of the most significant
allegations that Mr. Phalon and Mr. Awan now admit were unfounded and
unsubstantiated. The complaint in the Group Lawsuit asserts that the Company's
directors engaged in a "cover-up" and self-dealing transactions. In support, the
complaint includes admittedly false allegations to the effect that: (i) the
Company "covered up" the results of its internal investigation and that the
former Chief Executive Officer and President, as well as the former Chief
Financial Officer, were terminated for their refusal to participate in the
alleged "cover-up"; (ii) the Company's directors, with the exception of Mr.
Phalon but including the recently elected independent directors are allegedly
"beholden" to Arnold McCalmont, and therefore under his control; (iii) Mr.
Mitchell Briskin, one of the new independent directors, allegedly made a large
investment in Net2Net, a company founded by Mr. McCalmont's son; and (iv) new
director Mr. Donald Lake is a banker that previously handled personal banking
and financial matters for Arnold McCalmont and his family. ACCORDING TO SWORN
AFFIDAVITS OF MESSRS. BRISKIN, LAKE AND PEOPLES, NONE OF THESE ALLEGATIONS ARE
TRUE. IN FACT, YOU SHOULD KNOW THAT MESSRS. PHALON AND AWAN -- FORCED TO TESTIFY
UNDER OATH NOW ADMIT THAT SOME OF THE MOST SIGNIFICANT ALLEGATIONS IN THEIR
COMPLAINT WERE UNFOUNDED AND UNSUBSTANTIATED, AND THAT SOME WERE INCLUDED IN THE
COMPLAINT BASED ON INFORMATION PROVIDED TO THEM BY PERSONS THEY CANNOT NOW
REMEMBER OR IDENTIFY, AND OTHERS ARE BASED ON PURE GUESSWORK. In June 1998, Mr.
Phalon and Mr. Awan obtained an injunction against the Board's opting into the
provisions of Section 50A, largely on the basis of the allegations in their
complaint.

In point of fact, the Board believes that the "cover-up" alleged by Mr.
Phalon and his colleague Mahmud Awan does not exist. The Company -- through
counsel -- has reported in detail the content and nature of the internal
investigation to both the Securities and Exchange Commission and the Company's
auditors. (In addition, the Company has reported the stock purchasing activity
surrounding Mr. Phalon's release of non-public information to his small group of
colleagues to the Securities and Exchange Commission's Boston office.) In
addition, contrary to the allegations leveled by Mr. Phalon and Mr. Awan, none
of the new directors knew Arnold McCalmont prior to joining the Board in April
1998, nor did any of the new independent directors have any previous
relationship with the Company. Mr. Briskin is not and never has been a
stockholder (of record, beneficial or otherwise) of Net2Net. Mr. Lake has never
handled any banking or financial matters for Arnold McCalmont or the Company.
Mr. Phalon has stated under oath that he has no direct knowledge that any of
these allegations set forth in the complaint are true and that he certified to
them for the complaint based on information provided to him by persons he cannot
now remember or identify. Forced to testify under oath, Mr. Awan and Mr. Phalon
now admit that some of the most significant allegations in the complaint were
unfounded and unsubstantiated, and that Mr. Phalon certified to them for the
complaint based either on information provided to him by persons he cannot now
remember or identify, or on pure guesswork. The Board believes that the false
allegations were included in the complaint not on the basis of fact, but instead
as part of a strategy aimed at painting the Company's Board, including its the
new independent directors as "cronies" involved in a "cover-up" scheme. The

16
<PAGE>
Board reaches this conclusion based upon sworn admissions by members of the
Group that the allegations appearing in the Group's complaint that a previous
relationship existed between Arnold McCalmont and the independent directors were
unfounded.

4. In addition, only after Messrs. Awan and Phalon were forced to admit
under oath that (i) their earlier proxy statement filings with the Securities
and Exchange Commission omitted significant information in that they failed to
disclose certain business dealings that Mr. Awan had conducted with the Company
in Fiscal Year 1997 and (ii) Mr. Awan's stock purchases had been described
inaccurately as the acquisition of "put options," did they amend their
Securities and Exchange Commission filings for distribution to the Company's
stockholders.

On the basis of the above, the Company believes that Mr. Phalon is using the
proxy contest to secure himself the position of Chairman of the Board of
Directors, a position likely unavailable to him by vote of the new outside
members of the Board of Directors.

FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS BELIEVES THAT THE
ELECTION OF THE GROUP'S NOMINEES IS NOT IN THE BEST INTERESTS OF THE COMPANY AND
ITS STOCKHOLDERS. ACCORDINGLY, THE BOARD RECOMMENDS THAT YOU VOTE FOR MESSRS.
BRISKIN AND RESNICK AS CLASS I DIRECTORS BY EXECUTING THE ENCLOSED WHITE PROXY
CARD. WE URGE YOU NOT TO SIGN ANY PROXY CARD FROM THE GROUP OR ANY MEMBER OF THE
GROUP. If you have mistakenly executed and delivered a proxy card received from
the Group and wish to vote for the slate of directors recommended by the
Company, you may revoke such proxy at any time prior to its exercise by
executing a later-dated WHITE proxy card and returning it to the Company.
Stockholders attending the Meeting may also revoke their proxies by voting in
person at the Meeting. Stockholders may vote the WHITE proxy, or revoke a
previously voted gold proxy, until the reconvening of the Meeting on August 14,
1998.

G. EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION. The following tables set
forth certain summary information concerning compensation paid or accrued by the
Company during Fiscal Year 1997 to its Chief

17
<PAGE>
Executive Officer and the other executive officers of the Company whose annual
compensation during Fiscal Year 1997 exceeded $100,000 (hereafter referred to as
the "named executive officers"):

SUMMARY COMPENSATION TABLE
FISCAL YEAR 1997 COMPENSATION

<TABLE>
<CAPTION>
NAME AND PRINCIPAL FISCAL ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION
- -------------------------- ----------- ---------- --------- -------------
<S> <C> <C> <C> <C>
Graham R. Briggs (1) 1997 $ 96,324 $ 11,171(2) $ --
Vice President Finance 1996 $ 85,865 $ 1,500(2) $ 1,747(3)
1995 $ 87,233 $ 200(2) $ 1,366(3)

Roland S. Gerard (4) 1997 $ 158,708 $ 45,171(5) $ 1,173(6)
President and Chief 1996 $ 125,862 $ 15,000(5) $ 4,233(7)
Executive Officer 1995 $ 35,600 $ -- $ 25,644(8)

John I. Gill 1997 $ 116,325 $ 18,171(9) $ --
Executive Vice 1996 $ 108,953 $ 1,500(9) $ 2,209(3)
President 1995 $ 111,660 $ 200(9) $ 1,948(3)
</TABLE>

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

(1) Mr. Briggs was employed by the Company until January 14, 1998. Mr. Lerner is
currently performing the duties of the Vice President of Finance in his
capacity as Treasurer and Chief Financial Officer of the Company.

(2) These amounts of $11,171, $1,500, and $200 were paid to Mr. Briggs for
services rendered in Fiscal Years 1996, 1995, and 1994, respectively.

(3) Represents the Company's contribution for the account of the respective
executive officer under the Company's Profit-Sharing Plan, a plan qualified
under Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"). The contribution is determined by the Board of Directors in its
sole discretion, but may not exceed 15% of the Company's net profits before
taxes for any given Plan year, nor certain limits imposed by the Internal
Revenue Code.

(4) Mr. Gerard was employed by the Company as President from June 12, 1995 until
February 13, 1998. Mr. Guild is currently serving as Chief Executive Officer
and Mr. Peterson is currently serving as President.

(5) These amounts of $45,171, and $15,000 were paid to Mr. Gerard for services
rendered in Fiscal Years 1996 and 1995, respectively.

(6) Represents the personal use portion of Mr. Gerard's automobile allowance.

(7) Represents the Company's $3,625 contribution to Mr. Gerard under the
Company's Profit-Sharing Plan as described in note (3) above, plus $608 for
the personal use portion of Mr. Gerard's automobile allowance.

(8) Consists entirely of relocation expenses.

(9) These amounts of $18,171, $1,500, and $200 were paid to Mr. Gill for
services rendered in Fiscal Years 1996, 1995, and 1994, respectively.

18
<PAGE>
STOCK OPTIONS. No stock options were granted to the named executive
officers during Fiscal Year 1997. The unexercised options held as of September
27, 1997 by the named executive officers are as follows:

AGGREGATED FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
IN-THE-MONEY OPTIONS
NUMBER OF UNEXERCISED AT FISCAL YEAR-END (1)
OPTIONS AT FISCAL YEAR-END --------------------------
---------------------------- NOT
NAME EXERCISABLE NOT EXERCISABLE EXERCISABLE EXERCISABLE
- ------------------------------------------------------- ----------- --------------- ---------- --------------
<S> <C> <C> <C> <C>
Roland S. Gerard (2) 40,000(3) 60,000 --
Graham R. Briggs (4) 6,800(5) -- --
</TABLE>

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

(1) Value is based on the difference between the option exercise price and the
fair market value at September 27, 1997 ($6.75 per share) multiplied by the
number of shares underlying the in-the-money portion of the option.

(2) Mr. Gerard was employed by Company as President from June 12, 1995 until
February 13, 1998. Mr. Guild is currently serving as Chief Executive Officer
and Mr. Peterson is currently serving as President.

(3) This option has subsequently expired due to the termination of Mr. Gerard's
employment with the Company.

(4) Mr. Briggs was employed by the Company until January 14, 1998. Mr. Lerner is
currently performing the duties of the Vice President of Finance in his
capacity as Treasurer and Chief Financial Officer of the Company.

(5) This option has subsequently expired due to the termination of Mr. Briggs'
employment with the Company.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT. Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires the Company's
officers and directors, and persons who beneficially own more than ten percent
(10%) of the Company's stock, to file initial reports of ownership on Form 3 and
reports of changes in ownership on Form 4, and annual statements of beneficial
ownership on Form 5 with the SEC and any national securities exchange on which
the Company's securities are registered. Executive officers, directors and
greater than ten percent (10%) beneficial owners are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors
that no other reports were required, the Company believes that during Fiscal
Year 1997, its executive officers, directors and greater than ten percent (10%)
beneficial owners complied with all applicable Section 16(a) filings.

II. RATIFICATION OF SELECTION OF AUDITORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF ARTHUR ANDERSEN LLP AS AUDITORS.

19
<PAGE>
The Board of Directors has selected the firm of Arthur Andersen LLP,
independent certified public accountants, to serve as auditors for the fiscal
year ending October 3, 1998. Arthur Andersen LLP served as the Company's
auditors for Fiscal Year 1997. A quorum being present, the affirmative vote of
the holders of a majority of the shares of Common Stock voting in person or by
proxy on the appointment of the auditors shall be required for approval. Thus,
abstentions or broker non-votes will not be included in the totals and will have
no effect on the outcome of the vote.

A member of the firm of Arthur Andersen LLP will be present at the Meeting
and will be available to respond to appropriate questions and will have the
opportunity to make a statement on behalf of Arthur Andersen LLP.

III. STOCKHOLDER PROPOSAL

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE STOCKHOLDER PROPOSAL.

Mr. Graham R. Briggs, 45 Hoover Road, Needham, MA 02194, formerly employed
by the Company as its Vice President-Finance until his termination earlier this
year, who states that he beneficially owns 5,461 shares of Common Stock,
submitted the following proposal (the "Proposal"):

"That the actions taken on April 30, 1998 by the Company's Board of
Directors to classify the Board into three (3) classes having staggered terms be
revoked."

STATEMENT OF MR. BRIGGS IN SUPPORT OF HIS PROPOSAL:

Pursuant to the Massachusetts Business Corporation Law and the Company's
by-laws, an Annual Meeting of stockholders for the year beginning September 28,
1997 should have occurred no later than March 31, 1998. In prior years, such
Annual Meeting has been held in February. On April 3, 1998, a group of
investors, including one Director of the Company, beneficially owning an
aggregate of 197,228 shares or approximately 15.4% of the outstanding shares of
Common Stock, filed a Schedule 13D stating that their shared purpose included
considering the costs and benefits of conducting a proxy contest to replace at
least a majority of the Board. Still, no Annual Meeting was scheduled. On
Wednesday, April 29, 1998, Philip A. Phalon and Dr. M. Mahmud Awan, two of the
members of such group, sent a written demand to the Company to set a record date
and conduct an Annual Meeting, as required by law. At its April 30, 1998
meeting, the Board finally established a record date and a meeting date for the
Annual Meeting. However, at the same time, the majority of the incumbent Board
members took action to entrench themselves (i) by adopting a by-law amendment
increasing from 10% to 40% the percentage of outstanding shares necessary to
call a special meeting of stockholders and (ii) by "opting in" to a staggered
board scheme previously eschewed by the Company even though it has been
available by statute to Massachusetts public companies since 1990.

Under Massachusetts law and the by-laws of the Company, a simple majority of
the stockholders voting at the Annual Meeting could have approved the adoption
of the by-law amendment creating a staggered Board. However, under statute,
removing a validly adopted by-law provision creating a staggered Board requires
two-thirds of the stockholders voting at a meeting. By amending the by-laws
without waiting for a stockholder vote, the Board extended the terms of the
majority of the directors already serving by five years in the aggregate and
elected two out of three new Directors to serve an aggregate of over four years.
This presumptive action, taken ten weeks before the next Annual Meeting, usurps
the role of the stockholders, imposes a majority of Directors not subject to
re-election for an extended period and,

20
<PAGE>
in the view of the proponent, breaches the duty of the Directors to the
stockholders. The actions taken on April 30, 1998 by the Company's Board of
Directors to classify the Board into three (3) classes having staggered terms
should be revoked, so that all Directors remain accountable to the stockholders.

THE COMPANY'S STATEMENT IN OPPOSITION:

Your Board recommends that you vote against the Proposal. The Board agrees
with the policy advanced by the Massachusetts legislature and believes that --
for now -- bringing the Company within the scope of Section 50A, is appropriate
and that continuity at the Board level will preserve and enhance the long-term
value of the company and its stockholders. Moreover, the Board believes that the
proponent's use of the term "revoke" makes the effect of the Proposal, if
passed, unclear. The Company believes that Massachusetts corporate law does not
allow stockholders to "revoke" actions lawfully taken by the Board of Directors.
Rather, in this instance, the Company may "opt out" of the protections of
Section 50A by a specific board vote or a specific 2/3 stockholder vote. The
Proposal does not call for either alternative, nor does it suggest that passage
would be mandatory or non-binding as a directive to the Board, nor does it state
what percentage of stockholders must vote to "revoke" an action of the Board
under Massachusetts law. In short, this lack of clarity and vagueness combined
with what we believe is the plain language of Section 50A provides little
guidance to the thoughtful stockholder who might ask "what am I voting on" and
"what does my vote mean?"

Additionally, the Proposal refers to Board action taken on April 30, 1998.
This action has since been superseded. On June 24, 1998, the Company's new
independent directors reexamined the April 30 Board action and voted to stagger
the terms of the Board of Directors. The Proposal no longer refers to an
effective Board action.

Moreover, your Board of Directors believes that a staggered board WOULD
PREVENT A SMALL GROUP OF STOCKHOLDERS FROM IMMEDIATELY GAINING MAJORITY CONTROL
OVER YOUR BOARD OF DIRECTORS AND THUS DIRECTING THE COMPANY'S ASSETS AND
RESOURCES to suit their own personal agenda that may not be aligned with the
interests of the stockholders as a whole.

On April 30, 1998 and again on June 24, 1998, the Board of Directors, after
careful consideration of past management deficiencies and performance,
established specific goals to move the Company forward in terms of market share,
technological innovation and revenue growth. To these ends, the Board acted to
enlarge the size of the Board, to add qualified, experienced and independent new
board members, and to opt into the protections provided by Massachusetts state
law under Section 50A, which provides for the continuity and efficiencies of a
staggered board. These actions were not undertaken for the purposes of
"entrenchment," but instead with the intent of bringing in outsiders whose
independence, experience and judgment would serve the interests of ALL
STOCKHOLDERS -- INSTEAD OF THE UNSTATED PERSONAL AGENDA OF A SMALL GROUP.

In the opinion of the Board of Directors, a staggered Board of Directors
serves the best interests of a vast majority of the Company's stockholders. A
staggered Board of Directors facilitates continuity and stability of leadership
and corporate policy by permitting new directors to become familiar with the
business of the Company and to benefit from the experience of the continuing
directors. Dramatic shifts in the composition of the board of directors of a
corporation often lead to disarray at the board level since the directors do not
possess a clear and unified vision of future of the corporation, nor do they
comprehend the steps necessary to achieve the desired goals.

21
<PAGE>
Further, the Board of Directors believes that a staggered Board of Directors
would encourage any person or group seeking to acquire control of the Company to
do so through arm's-length negotiations with management and the Board of
Directors, who are in a position to protect stockholder value and negotiate a
transaction that is fair to all stockholders. Corporations which do not have
staggered boards present easy targets for those seeking control of a company
without paying a negotiated premium over market value. The Board notes that the
election of directors by classes is a common practice that has been adopted by
many large companies and that it is specifically permitted by the laws of many
states, including Massachusetts, the Company's state of incorporation.

In summary, without a staggered board, the Board of Directors believes that
the Company is subject to the threat of hostile groups interested in obtaining
control of the Company's resources to suit their own ends. The Group's
activities justify the Board's concern. These activities have included the use
of unfounded and unsubstantiated allegations in a complaint against the Company
and its directors. Furthermore, you should know that the subject of the
Proposal, which is put forth by a former and now disgruntled employee who has
made demands upon the Company for severance payments to which he is not
entitled, is also at issue in ongoing litigation filed by the Group. In fact,
Mr. Awan has testified under oath that he has spoken to the proponent regarding
employment opportunities at a company controlled by Mr. Awan.

As your Board, we are committed to using all available resources of the
Company to enhance long term stockholder value. We believe that a staggered
board will serve you as we attempt to reach that overall goal. WE ALSO BELIEVE
THAT THE PROPOSAL IS LIKELY UNENFORCEABLE AS A LEGAL MATTER, AND MORE
IMPORTANTLY, WOULD SEND THE WRONG MESSAGE TO HOSTILE GROUPS ATTEMPTING TO
TAKEOVER THE COMPANY OR USE ITS RESOURCES TO SERVE THEIR OWN PERSONAL MOTIVES.
WE URGE YOU TO VOTE "AGAINST" THE PROPOSAL.

IV. OTHER MATTERS

The Board of Directors of the Company is not aware of any matter, other than
those described above, that may come before the meeting. However, if any matters
are properly presented to the meeting for action, it is intended that the
persons named in the enclosed proxy will vote on such matters in accordance with
their best judgment.

PROPOSALS OF STOCKHOLDERS

It is currently contemplated that the 1999 Annual Meeting of Stockholders
will be held on February 22, 1999. Proposals of stockholders intended to be
present at that Annual Meeting of stockholders must be received by the Company
at its principal executive offices no later than September 2, 1998, for
inclusion in the Proxy Statement and Form of Proxy relating to that meeting and
must comply with the applicable requirements of federal securities laws. The
Company suggests that proponents submit their proposals by certified mail,
return receipt requested, to the General Counsel of the Company. All proposals
must comply with applicable SEC rules and regulations.

EXPENSES AND SOLICITATION OF PROXIES

The cost of the solicitation of proxies will be borne by the Company. Such
costs shall include the cost of engaging Shareholder Communications Corporation,
a proxy solicitation firm, anticipated to be $7,000 plus certain expenses. In
light of the proxy contest necessitated by the Group Proxy, the estimated costs

22
<PAGE>
including fees for attorneys, advertising, printing and other costs incidental
to the solicitation are estimated to be approximately $100,000. YOU SHOULD KNOW
THAT THE GROUP HAS STATED IN ITS PROXY STATEMENT THAT THE TOTAL ESTIMATED COST
FOR THE SOLICITATION OF THEIR PROXY IS APPROXIMATELY $300,000, AND THAT THE
GROUP INTENDS TO SEEK REIMBURSEMENT FROM THE COMPANY FOR THEIR COSTS AND
EXPENSES INCURRED IN CONNECTION WITH THE PROXY SOLICITATION IF THE GROUP
NOMINEES ARE ELECTED TO THE BOARD OF DIRECTORS. To date, the Company has spent
approximately $10,000 in connection with the solicitation of proxies. Proxies
will be solicited principally through the mails or by telephone. Further
solicitation of proxies from some stockholders may be made by directors,
officers, and regular employees of the Company, personally, by telephone,
telegraph, or special letter. No additional compensation, except for
reimbursement of reasonable out-of-pocket expenses, will be paid for any such
further solicitation. In addition, the Company may request banks, brokers and
their custodians, nominees and fiduciaries to solicit customers of theirs who
have shares of the Company registered in the name of a nominee. The Company will
reimburse any such persons for their reasonable out-of-pocket costs.

TO AVOID THE NEED TO ADJOURN OR POSTPONE THE MEETING TO ALLOW TIME TO
SOLICIT ADDITIONAL PROXIES FOR A QUORUM, WHICH COULD RESULT IN ADDITIONAL COST
AND EXPENSE TO THE COMPANY, WE URGE ALL STOCKHOLDERS TO VOTE THEIR WHITE PROXY
AS SOON AS POSSIBLE.

ADDITIONAL INFORMATION

The Company will provide, without charge to each stockholder entitled to
vote at the meeting, a copy of the Company's Annual Report to the SEC on Form
10-K for the fiscal year ending September 27, 1997. A request for copies of such
report should be addressed to the Company at 100 Domino Drive, Concord,
Massachusetts 01742-2892, Attention: Investor Relations.

23
<PAGE>
TECHNICAL COMMUNICATIONS CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
JULY 28, 1998

The undersigned hereby appoints CARL H. GUILD, JR. and EDWARD E. HICKS, or
either of them, the action of both of them voting to be controlling, attorneys
of the undersigned, with full powers of substitution, with all the powers the
undersigned would possess if personally present, to vote the stock of the
undersigned in TECHNICAL COMMUNICATIONS CORPORATION at the Annual Meeting of
Stockholders to be held at 10:00 a.m. on July 28, 1998 and at any adjournments
thereof.

Even if you have sent a gold proxy card to the Group, you have every right
to change your vote. You may revoke that proxy by signing, dating and mailing
this proxy card in the enclosed envelope.

This proxy, if properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, the proxy will
be voted FOR items 1 and 2 and AGAINST item 3.

Please vote, date and sign on the reverse side, and promptly return in the
enclosed envelope.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. IT WILL BE VOTED AS DIRECTED
AND IF NO CHOICE IS INDICATED IT WILL BE VOTED FOR ITEMS 1 AND 2 AND AGAINST
ITEM 3:
- --------------------------------------------------------------------------------
<PAGE>
1.--The Board of Directors recommends you vote FOR the election of the two (2)
nominees listed below:
Election of directors: Nominees: Mitchell B. Briskin and Bernard Resnick

<TABLE>
<S> <C>
/ / FOR all nominees / / WITHHOLD from the following nominee(s):_______________
</TABLE>

2.--The Board of Directors recommends that you vote FOR the ratification of
Arthur Andersen LLP.
To ratify the selection of the firm of Arthur Andersen LLP as the Company's
auditors.

/ / FOR / / AGAINST / / ABSTAIN
3.--The Board of Directors recommends that you vote AGAINST the Stockholder
Proposal.
To vote the Stockholder Proposal

/ / FOR / / AGAINST / / ABSTAIN
4.--In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

<TABLE>
<S> <C>
Dated: ------------------, 1998
Signature: ------------------
Signature: ------------------
Title: ------------------
</TABLE>

Please sign exactly as the name appears
stenciled on this Proxy. When signing
as attorney, executors, administrators,
trustee or guardian, please set forth
your full title. If the stockholder is
a corporation, the signature should be
that of an authorized officer who
should indicate his or her title.
<PAGE>
EXHIBIT A

COMMONWEALTH OF MASSACHUSETTS

MIDDLESEX, ss. Superior Court
Civil Action No. 98-25533

PHILIP A. PHALON, and
M. MAHMUD AWAN,

Plaintiffs,

TECHNICAL COMMUNICATIONS
CORPORATION, ARNOLD
MCCALMONT, HERBERT A. LERNER,
ROBERT T. LESSARD, CARL H. GUILD,
MITCHELL B. BRISKIN, DONALD
LAKE, and THOMAS B. PEOPLES

Defendants.

MEMORANDUM IN SUPPORT OF MOTION FOR
CLARIFICATION AND RECONSIDERATION
INTRODUCTION

In this action, the plaintiffs have challenged the effectiveness of the
decision by the Technical Communications Corporation ("TCC") Board of Directors
to opt into the provisions of G.L.c. 156B, Section 50A.(1) Based on a variety of
allegations of impropriety by certain members of the Board (the so called
"McCalmont Group"), this Court enjoined the effectiveness of their April 30
vote. On appeal, the Single Justice made clear that Section 50A may, in general,
be triggered in the face of an insurgent's challenge, but affirmed the
injunction based on the allegations concerning these specific directors.

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(1) There was also presented to this Court certain issues concerning
stockholder lists and the mailing of materials. These issues are no longer
in dispute.

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On June 24, 1998, the TCC Board reconvened. In a vote made exclusively by
the new directors against which no allegations of impropriety have been made and
Mr. Phalon, the Board again voted to opt into Section 50A. None of the so-called
"McCalmont Group" participated in the discussion or voting. As a result, this
new vote does not suffer from any of the infirmities complained of by plaintiffs
and is a valid exercise of Section 50A as determined by the Single Justice.

More generally, this Court's decision was based on the allegations of
impropriety in the Complaint. Recent depositions of the plaintiffs, together
with further investigation, reveals that these allegations are false,
misleading, or incorrect. Thus, the Court should reconsider the basis of its
earlier order.

PROCEDURAL BACKGROUND

The Complaint in this action was filed on May 22, 1998.(2) Various summons
were served over the next few weeks, and it was not until last week that all the
defendants had filed responsive pleadings. The Complaint, verified by Mr.
Phalon, one of the plaintiffs, alleged a broad variety of improprieties against
four of TCC's directors: Arnold McCalmont, Carl Guild, Herbert Lerner, and
Robert Lessard (collectively characterized as the "McCalmont Group"). The
Complaint contained a few allegations against the other three directors,
Mitchell Briskin, Donald Lake and Thomas Peoples who had been elected on April
30, but did not assert that they were part of the vilified McCalmont Group.

Based on the participation of the McCalmont Group in the panoply of
inappropriate behavior set forth in the Complaint, the plaintiffs asked this
Court to invalidate the April 30 vote of the Board (made before the three new
directors joined the Board) which opted TCC into the provisions of Section 50A
providing for staggered terms for the Board of Directors. The plaintiffs
asserted that the conduct of the McCalmont Group fatally tainted that vote. No
discovery occurred at this stage of the case.

After briefing and argument, this Court issued an injunction on June 10.
Specifically, TCC was enjoined from "implementing the votes taken at the meeting
held on April 30, 1998 adopting the provisions of GLc 156B, Section 50A." June
10 Order (attached hereto as Addendum A). According to this Court's Memorandum
Decision, the injunction was justified because it constituted a self-interested
transaction in that the vote could have been part of the alleged cover-up of the
improprieties of which the McCalmont Group was accused. June 10 Memorandum
Decision at 9-12 (attached hereto as Addendum B).

TCC appealed to the Single Justice. After further briefing and argument, the
Single Justice clearly distinguished between the general right to invoke Section
50A, even in the face of an insurgent challenge to a Board of Directors, and the
specific circumstances which allegedly tainted the April 30 vote. Specifically,
the Single Justice stated that the "preliminary injunction is not based upon an
erroneous refusal to recognize petitioners' rights under G.L.c. 156B, Section
50A. Rather, injunctive relief was granted on the basis of a showing of
circumstances which give rise to serious question concerning the validity of the
vote by which the petitioners sought to bring themselves within the provisions
of Section 50A." June 18 Order (attached hereto as Addendum C).

After the June 24 vote (described below), the parties agreed to a stipulated
briefing schedule and to a joint motion to seek emergency consideration by this
Court.

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(2) The Complaint is dated May 18, but was not filed until Friday, May 22.

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A. RECENT EVENTS

On June 22, 1998, notice was sent to all Board members of a meeting to
consider TCC's status under Section 50A. Hicks Affidavit Paragraph 3, Exhibit B.
On June 24, 1998, that meeting occurred by telephone conference call. Hicks
Affidavit Paragraph 2, Exhibit A; Briskin Affidavit Paragraph 5; Peoples
Affidavit Paragraph 3; Lake Affidavit Paragraph 4. Arnold McCalmont did not
participate in the meeting; Briskin Affidavit Paragraph 5; Peoples Affidavit
Paragraph 3; Lake Affidavit Paragraph 4. Neither did Mr. Lessard or Mr. Lerner.
Id. Mr. Guild chaired the meeting but did not participate in the discussion or
vote. Id.

Only the three new independent outside directors -- Messrs. Briskin, Lake,
and Peoples -- and Mr. Phalon participated in the discussion or vote. Id. Those
three voted in favor of the motion for TCC to opt into the provisions of G.L.c.
156B, Section 50A; Mr. Phalon was opposed. Hicks Affidavit Paragraph 2, Exhibit
A. The independent directors' action were made freely and of their own volition
and without any promise of any consideration. Briskin Affidavit Paragraph 5;
Peoples Affidavit Paragraph 3; Lake Affidavit Paragraph 4. Prior to that vote ,
Neither Briskin, Lake, or Peoples had any conversations whatsoever concerning
the vote or the meeting with Arnold McCalmont. Id.

B. DISCOVERY CONCERNING BACKGROUND TO COMPLAINT

Since this Court's original hearing, a much fuller discovery record has been
compiled demonstrating that the Verified Complaint is riddled with falsehoods,
misleading statements, and unsupported allegations. Since the entire complexion
of this case depends on this Court's perception of the allegations in that
Complaint, the following are the most salient of those defects.

1. MITCHELL BRISKIN

Mr. Briskin is not alleged to be a member of the allegedly villainous
McCalmont Group and is not alleged to have participated in any of the
problematic conduct or in the so called cover-up. Nonetheless, plaintiffs seek
to tar his name. They allege that "Defendant Briskin is a private investor who
directly or indirectly has made a large investment in Net2Net, a business
created by Arnold McCalmont's son...............................................
"
Complaint Paragraph 42.

This allegation is false. Mr. Briskin is not, and never has been an investor
in Net2Net. Briskin Affidavit Paragraph 2. Indeed, until he was invited by Carl
Guild to join the TCC Board, he had never met or spoken to Arnold McCalmont or
any of his family. Id. Paragraph 3.

When Mr. Phalon was asked for the basis of the allegations against Mr.
Briskin,(3) the true nature of the Complaint came clear.

Q. What is your knowledge of Mitchell Briskin's prior relationship with
Arnold McCalmont?

A. As you well know, the document [apparently the Complaint Paragraph 42],
the paragraph of the document is prefaced by the words, according to my
knowledge and belief.

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(3) Mr. Awan was also deposed but disclaimed any knowledge of any of the
specific factual allegations of the Complaint. He testified that he relied
entirely on Mr. Phalon as the fount of knowledge on these matters.

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Q. What knowledge and belief do you have?

A. I was told that by someone, I can't remember who.

Q. By Whom?

A. I can't remember who, honestly I can't.

Q. So you put in a complaint an allegation that Mitchell Briskin had an
inappropriate relationship to Arnold McCalmont, because you were told it
by someone whose name you do not now recall?

A. That is correct.

Q. Do you have any other basis for believing that Mitchell Briskin has an
investment in Net2Net?

A. No.

Phalon Deposition at 109 (emphasis added). Similarly, Mr. Phalon admitted
that his assertion that Mr. Briskin is or was beholden to Mr. McCalmont,
Complaint Paragraph 13, which was not qualified by the phrase "on information
and belief," was solely based on this erroneous assertion. Phalon Deposition
110-112. Mr. Phalon admits that he has no information to support the allegation
that Mr. Briskin has participated in any self-dealing. Phalon Deposition at
141-42. Mr. Phalon had no other information, adverse or otherwise about Mr.
Briskin.

In sum, discovery now reveals that there is absolutely no adverse
information in the record concerning Mr. Briskin.

2. DONALD LAKE

As with Mr. Briskin, Mr. Lake is not alleged to be a member of the dastardly
McCalmont Group and is not alleged to have participated in any of the
problematic conduct or in the so-called cover-up. Nonetheless, plaintiffs also
seek to tar his name. They allege that "Defendant Lake is a commercial banker
who has handled Arnold and James McCalmont's personal international banking
transactions. . . ." Complaint Paragraph 42.

This allegation is also false. Mr. Lake has never had any business or
financial relationship with anyone in the McCalmont family. Lake Affidavit
Paragraph 2. He did not even know Arnold McCalmont until the time he was invited
to the Board. Id. Mr. Phalon's assertion that Mr. Lake is "beholden" to Mr.
McCalmont, Complaint Paragraph 13, derives entirely from his mistaken assumption
that he was chosen to serve on the Board by Arnold McCalmont. Phalon Deposition
112-113, 115. Although portrayed as fact to this Court, Phalon admitted it was
simply a guess based on the prior period when Arnold McCalmont was chairman of
TCC's Board, a position he no longer holds. Id. Mr. Phalon admits that he has no
information to support the allegation that Mr. Lake has participated in any
self-dealing. Phalon Deposition at 141-42.

In sum, discovery now reveals that there is absolutely no adverse
information in the record concerning Mr. Lake.

3. THOMAS PEOPLES

As with Messrs. Briskin and Lake, Mr. Peoples is not alleged to be a member
of the transgressing McCalmont Group and is not alleged to have participated in
any of the problematic conduct or in the so-

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called cover-up. Nonetheless, plaintiffs also seek to tar his name. They allege
that he worked with Mr. Guild at Raytheon. This allegation, for a change, is
correct, but meaningless. Mr. Phalon himself worked at Raytheon. Phalon
Deposition at 5-9. Further, Mr. Phalon himself admits that Mr. Peoples was not
invited onto the TCC Board by Mr. McCalmont. Phalon Deposition 113. He also
admits that his allegation that Mr. Peoples is "beholden" to Arnold McCalmont,
Complaint Paragraph 13, is not true. Phalon Deposition 115-16.

Q. So that means that when you say under oath that Arnold McCalmont has seen
to it that TCC's directors other than yourself are beholden to him, you
implicitly exclude Mr. Peoples even though you do not say so?

A. Probably correct.

Q. So you would agree that that statement taken on its face is incorrect, at
least with respect to Mr. Peoples?

A. That's correct.

Phalon Deposition 115-116.

In sum, discovery now reveals that there is absolutely no adverse
information in the record concerning Mr. Peoples.

4. ALLEGATIONS CONCERNING CONCEALMENT OF THE FACTUAL FINDINGS OF THE
INTERNAL INVESTIGATION

The centerpiece of the Complaint is the assertion that the McCalmont Group
sinned against the shareholders by concealing the results of the internal
investigation of TCC. Complaint Paragraphs 16, 21, 22, 23, 24, 45, 49.
Plaintiffs assert that the information was not disclosed to the SEC and that it
was kept from the shareholder "in derogation of the recommendations" of TCC's
counsel. Complaint Paragraph 21

These allegations are false. The information was fully disclosed to the SEC.
Slavitt Affidavit Paragraph 6. It was fully disclosed to TCC's independent
accountants who then signed off on TCC's audit. Slavitt Affidavit Paragraph 7;
Phalon Deposition 120. When questioned as to his basis for asserting that the
matters had not been properly reported to the SEC, Mr. Phalon's response makes
clear the recklessness of his allegations:

Q. As you sit here today sir . . . you do not know what the SEC was told in
January 1998, do you?

A. That is correct, if anything.

Q. As you sit here today, sir, do you believe that the SEC was told nothing
in January of 1998?

A. I don't know whether they were told anything or not.

Q. Do you have any reason to believe the SEC was told nothing in January of
1998?

A. I have no reason to believe that.

Phalan Deposition 266-67. This single passage reveals that the plaintiff's
entire structure of allegations of cover-up are built on quicksand.

As to allegations that TCC's Board went against the advice of its counsel in
not publicizing the full details of the factual results of the investigation to
TCC's shareholders, Mr. Phalon now admits that his allegations are false.

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Q. Just so I'm clear, is it your recollection that there were
recommendations in the so-called Slavitt Report that the written
documentation should be disclosed to everybody who wanted to see it?

A. No, quite the opposite as a matter of fact, I don't say that at all.

Q. So to the extent there is any lack of disclosure of this report, whether
you think it's a good idea or not, you would agree it is not in
derogation of the recommendations of the report itself?

A. Not of the report itself.

Phalon Deposition 157-58.

Similarly, the allegations concerning the termination of Mr. Briggs and Mr.
Gerard turn out to be unconnected with any efforts to conceal anything. Guild
Affidavit Paragraph 4. Mr. Briggs was terminated because he refused to carry out
his duties. Guild Affidavit Paragraph 4. Mr. Gerard, who signed TCC's SEC
filings as its president, was terminated for problems in performance that dated
back long before the allegations leading to the internal investigation ever
surfaced. Guild Affidavit Paragraph 4.

In sum, discovery now reveals that there is no basis for the allegation of
any coverup.

5. MISLEADING ALLEGATIONS CONCERNING NET2NET AND MR. MCCALMONT

As part of the effort to smear Mr. McCalmont and the other members of the
asserted McCalmont Group, the plaintiffs bring to this Court allegations
purporting to demonstrate Mr. McCalmont's pervasive control of TCC. Thus,
plaintiffs ask this Court to rely on the fact that Arnold McCalmont secured a
position for his son Marc at TCC and that TCC made an investment in Net2Net, a
business founded by another son, Stephen. Complaint Paragraph 13. Discovery has
revealed just how misleading these allegations are. This discovery demonstrates
the lengths the plaintiffs will go to tarnish TCC.

As to Net2Net, what Mr. Phalon neglected to tell this Court was that when
Arnold McCalmont brought the matter to the Board, he disclosed in writing the
potential for a conflict and suggested that independent Board members review the
transaction and negotiate any deal. Phalon Deposition 97, Exhibit 1.(4) The two
members charged with such act were Victor Sabella, a former Board member that
Mr. Phalon admits was not "beholden" to Mr. McCalmont, and Mr. Phalon himself.
It was Mr. Phalon, in fact, who was interim President who negotiated the
transaction and dealt with TCC's counsel at the time, Mr. Kletter.

For Mr. Phalon now to come to this Court and put that transaction forward to
demonstrate impropriety is mind-boggling. Instead, it demonstrates the efforts
that Arnold McCalmont made to avoid such a problem. His lack of candor to this
Court on this matter should be, itself, enough to raise serious questions about
the case he has brought.

Similarly, Mr. Phalon neglects to give this Court the full story concerning
Marc. While his name was suggested by Arnold McCalmont for a position at TCC,
Mr. Phalon himself was interim president at the time and approved his hiring.
Further, when Marc did not meet expectations, he was fired. Phalon Deposition at
92. For plaintiffs not to tell the whole story is more than oversight, it is
patently misleading.

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(4) During his deposition, Mr. Phalon first tried to deny that Arnold had
raised the issue or that he had done it in writing. Phalon Deposition 94-96.
It was only when confronted with a document that he changed his tune.

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6. MESSRS. GUILD AND LESSARD

The Complaint lumps these two Board members into the McCalmont Group in
order to taint their actions. In fact, Mr. Phalon has no basis for doing so. Mr.
Guild was unknown to Mr. McCalmont until about the time he was invited onto to
the TCC Board. Guild Affidavit Paragraph 2. Sine that time, he was chosen as the
interface between Mr. McCalmont and Mr. Gerard because of his neutrality, a
choice concurred in by Mr. Phalon. He was chosen as the liaison to TCC's counsel
for the purposes of the internal investigation for the same reason, again with
the concurrence of Mr. Phalon. Guild Affidavit Paragraph 3. His only contract
with TCC came in 1988 when he was chosen as TCC's Chairman and CEO, and that
contract was fully disclosed.

Mr. Phalon has no specifics to offer against Mr. Guild to show affiliation
with Mr. McCalmont other than his disagreement with the contract Mr. Guild
received and his disagreement with some of his actions. He also concedes that
some of Mr. Guild's actions may be explained by Mr. Phalon's own formal
affiliation with the insurgent group. Phalon Deposition 156.

The allegations against Mr. Lessard are even thinner. Mr. Phalon voted to
have him serve on TCC's Board. Phalon Deposition 17. He is unaware of any
personal financial relationship between Mr. Lessard and Mr. McCalmont. Phalon
Deposition 17-18.

In sum, other than the fact that Mr. Phalon does not agree with their votes,
there is not a shred of evidence that either Mr. Guild or Mr. Lessard are
members of any "McCalmont Group."

ARGUMENT

A. THE RECENT VOTE IS A VALID EXERCISE OF POWER UNDER SECTION 50A.

In her opinion, the Single Justice made a critical distinction between the
proper use of Section 50A, even in the face of a insurgent group, and the
improper use of Section 50A by directors who use it for an inappropriate
purpose. In this case, as described by this Court and accepted for purposes of
analysis by the Single Justice, the plaintiffs alleged that the McCalmont Group
used Section 50A as part of their actions to conceal wrongdoing. Thus, she
rejected both the assertion that Section 50A can never be used in the face of an
insurgent group and the claim that its use to impede insurgency is itself an
improper purpose.

This distinction is consistent with the admitted purpose of Section 50A and
with the arguments plaintiffs have made to date. Plaintiffs admit that the law
was passed in the specific context of an insurgent attempt to take over a
Massachusetts corporation. Thus, the Massachusetts legislature specifically
intended and approved of its use in that situation. It would invalidate the
entire purpose of the law to find that the one context for which it was designed
is the one context in which it may not be used.

This distinction is also consistent with the arguments plaintiffs have made
to this Court. They have labored to create the perception that the McCalmont
Group had an improper purpose or objective in staggering the TCC Board. It was
to establish that assertion that plaintiffs made all of the now-discredited
allegations of impropriety. It was for that reason that they cited the cases
indicating that legal actions may not be taken if for an illegal purpose.

The June 24, 1998, vote of the three new independent outside directors is,
therefore, a valid exercise of the Section 50A power. There are no allegations
of impropriety made against the directors who voted in favor of the staggered
terms. Neither Mr. Awan nor Mr. Phalon in their sworn depositions have any

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adverse information concerning these directors. In short, any infirmity of the
April 30 vote is absent and the vote is precisely what the Massachusetts
legislature intended.

Indeed, it is hard to imagine a process that can be better designed to
ensure the proper use of Section 50A. Arnold McCalmont, Herbert Lerner, and
Robert Lessard were not even present at the meeting. Mr. Guild presided as the
Chairman, but took no part in the discussion or the vote. Every text on
corporate governance endorses the use of uninvolved, independent directors to
make sure such decisions are objective and untainted. The only director who
should not have participated was Mr. Phalon because he has an obvious stake in
the outcome since he is part of the insurgent group. Nonetheless, even with his
participation, the vote achieved the 2/3 supermajority required by the statute.

To look at the matter the other way, any decision preventing implementation
of the June 24 vote would work to eviscerate the statute. Essentially, the Court
would be frustrating the specific purpose of the law and acting inconsistently
with the Single Justice's opinion if it found that Section 50A could not be
invoked even by independent uninvolved directors. Functionally, the Court would
be saying that there is no way at all that TCC can act or govern itself. That
would make no sense. It would also conflict with the fundamental ability of TCC
to react to the insurgents, and would give them veto power over every action of
TCC. Nowhere in federal or state law is there the basis to let the insurgents
control both sides of the dispute and use the judicial system as a mere tool in
their insurgency.

B. THE RECENT VOTE IS NOT "TAINTED" BY THE MATTERS FORMING THE BASIS OF THIS
COURT'S OPINION.

Turning to the specifics of this Court's opinion, the court emphasized that
Arnold McCalmont voted on measures affecting himself and his son. June 9 Opinion
at 9. In the case of the June 24 vote, there is no doubt that Arnold McCalmont
did not vote because he was not even present. Further, the independent directors
have confirmed that they did not even speak with him before the meeting
concerning the vote. Briskin Affidavit Paragraph 5, Lake Affadavit Paragraph 4;
Peoples Affidavit Paragraph 3. Thus, there can be no infirmity on that basis.

More generally, to the extent that the participation of any of the McCalmont
Group was or is troubling to the Court, there is no doubt that they did not
participate in this vote. Three of them were not even there. Mr. Guild only
presided but did not speak substantively or vote.

The Court also discussed the issues of self interest in its analysis. June 9
Opinion at 11. A review both of the Complaint and of the depositions of the
plaintiffs reveals that there is no self-interest involved in the June 24 vote.
Other than standard fees for meetings of the Board of Directors(5) which Mr.
Phalon also receives, they have no other personal or financial interest at
stake. It is settled law -- and the plaintiffs do not seriously argue the point
- -- that continuance on a board is not itself a disqualifying self-interest; if
that were the case then Section 50A could never be invoked because its entire
purpose is to extend the terms of sitting directors. It is also worth noting
that Mr. Briskin voted in favor even though his term is not extended by the
vote.

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(5) For the purposes of this meeting, those fees were waived by a unanimous
vote, including Mr. Phalon.

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C. RECENT DISCOVERY DEMONSTRATES THAT PLAINTIFFS WERE NOT ENTITLED TO ANY
INJUNCTIVE RELIEF.

1. THE ALLEGATIONS MADE IN THE COMPLAINT ARE FALSE, DECEPTIVE, OR INCOMPLETE

As discussed in detail above, much of this Court's opinion was based on the
information then available and without the guidance given by the Single Justice.
It is now clear that the use of Section 50A in the face of an insurgency is not,
without more, enough to invalidate its use. Thus, it is essential for the
plaintiffs for the Court to continue to believe that the so-called "McCalmont
Group" is as nefarious as originally painted.

The reality turns out to be quite different. Many of the allegations turn
out to be simply untrue. By "untrue" the defendants do not assert that such
matters are merely unclear or in dispute. Instead, those allegations are now
revealed to be entirely false. For example, the attempt to smear Mr. Briskin is
now admitted by Mr. Phalon to be based on the unverified allegations of some
anonymous defamer.

Other allegations are so misleading as to cast doubt on the Complaint taken
as a whole. For example, Mr. Phalon deliberately chose not to tell the Court
that he and another director whom he concedes to have been independent
personally reviewed, approved, and negotiated the deal with Net2Net. Those facts
were not mere details; they skewed the entire story from one demonstrating
appropriate conduct to one reeking of self-dealing.

More generally, the specific examples cast doubt over the Complaint as a
whole. This Court must evaluate whether the plaintiffs will have a likelihood of
success as to Count one. Their pattern and practice of half-truths and untruths
strongly suggests that this Court's original evaluation -- based on the
available information -- must be revised.

2. THE PLAINTIFFS HAVE ADMITTED VIOLATIONS OF FEDERAL COURT AND FIDUCIARY DUTY

Although the Court mentioned them in the June 9 opinion, the allegations
that the plaintiffs engaged in improper conduct was given little weight.
Discovery has now revealed that Mr. Phalon and Mr. Awan knowingly and
intentionally violated federal securities laws. Mr. Phalon has admitted giving
material, non-public information concerning the internal investigation to a
select group of shareholders. Phalon Deposition at 35-36, 38. Both Mr. Phalon
and Mr. Awan admitted that after receiving such information, Mr. Awan purchased
TCC stock. Phalon Deposition at 38, 249, 254; Awan Deposition at 172-76. Mr.
Phalon has further admitted that there was never any impediment to him reporting
any improprieties to the SEC; he simply chose not to for his own purposes.

At the minimum therefore, in light of the counterclaims now before the
Court, the Court must take such conduct more strongly into account because it is
now admitted and uncontested. Further, in evaluating any likelihood of success
in obtaining a permanent injunction, the Court must take into account the
now-uncontested "unclean hands" defense that is available to the defendants.

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CONCLUSION

For the foregoing reasons, this Court should (i) clarify that its order does
not apply to the June 24 vote of the TCC Board of Directors, and (ii) reconsider
and vacate its earlier order with respect to the April 30 vote.

Respectfully submitted,

TECHNICAL COMMUNICATIONS
CORPORATION, HERBERT A. LERNER,
ROBERT T. LESSARD, CARL H. GUILD,
MITCHELL B. BRISKIN, DONALD LAKE,
and THOMAS B. PEOPLES

By their attorneys,

/s/ EVAN SLAVITT
-----------------------------------------------------------
Evan Slavitt (BBO #466510)
Lisa T. McElroy (BBO #637188)
Gadsby & Hannah LLP
225 Franklin Street
Boston, Mass. 02110

Dated: June 29, 1998 617/345-7000

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