1
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 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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

[ ] Definitive Additional Materials

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

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

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

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

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

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

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

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

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] 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.:

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(3) Filing party:

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(4) Date filed:

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[LOGO]

ROMTECH, INC.
2000 CABOT BOULEVARD, SUITE 110
LANGHORNE, PA 19047-1833

October 9, 1998

Dear Shareholder:

You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of RomTech, Inc. (the "Company") which will be held at 2:00 p.m.
(Philadelphia time) on November 18, 1998 at the Company's executive offices
located at 2000 Cabot Boulevard, Suite 110, Langhorne, Pennsylvania. The
official notice of the meeting together with a proxy statement and form of proxy
are enclosed. Please give this information your careful attention.

Your participation in the Company's affairs is important. To assure
your representation at the meeting, whether or not you expect to be present,
please date and sign the enclosed proxy card and return it as soon as possible
in the envelope provided. Also, please indicate on the proxy card whether you
plan to attend the meeting.

Your copy of the Company's 1998 Annual Report is also enclosed. We
appreciate your interest in the Company. Thank you for your attention to this
important matter.

Sincerely,

/s/ GERALD W. KLEIN
-----------------------
GERALD W. KLEIN
President and
Chief Executive Officer

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE AND SIGN YOUR PROXY
CARD AND PROMPTLY RETURN IT IN THE REPLY ENVELOPE PROVIDED (WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES). THANK YOU.

ROMTECH, INC.
2000 CABOT BOULEVARD, SUITE 110
LANGHORNE, PA 19047-1833
(215) 750-6606

Notice of Annual Meeting of Shareholders
November 18, 1998

To Our Shareholders:

The 1998 Annual Meeting of Shareholders of RomTech, Inc. (the
"Company") will be held at 2:00 p.m. (Philadelphia time) on Wednesday, November
18, 1998, at the Company's executive offices located at 2000 Cabot Boulevard,
Suite 110, Langhorne, Pennsylvania, for the following purposes:

1. To elect four (4) directors;

2. To vote on ratification of the appointment of KPMG Peat
Marwick LLP as the Company's auditors for the fiscal year
ending June 30, 1999; and

3. To act upon such other business as may properly come before
the meeting.

The Board of Directors has fixed September 21, 1998 as the record date
for the determination of shareholders entitled to vote at the meeting. Only
shareholders of record at the close of business on that date will be entitled to
receive notice of the meeting and to vote at the meeting.

You are cordially invited to attend the meeting in person. Whether or
not you expect to attend the meeting in person, you are urged to date and sign
the enclosed proxy card and promptly return it in the envelope provided (which
requires no postage if mailed in the United States).

By Order of the Board of Directors,

/s/ THOMAS W. MURPHY
- --------------------
THOMAS W. MURPHY
Secretary

October 9, 1998

ROMTECH, INC.
2000 CABOT BOULEVARD, SUITE 110
LANGHORNE, PA 19047-1833

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

PROXY STATEMENT

RomTech, Inc. (the "Company") is providing to its shareholders this
proxy statement and the accompanying proxy card in connection with the
solicitation of proxies on behalf of the Board of Directors of the Company for
use in voting at the 1998 Annual Meeting of Shareholders (the "Meeting") to be
held at the Company's executive offices located at 2000 Cabot Boulevard, Suite
110, Langhorne, Pennsylvania on November 18, 1998 at 2:00 p.m. (Philadelphia
time), or at any adjournment or postponement of the meeting. These proxy
materials are first being mailed to shareholders on or about October 9, 1998.

VOTE REQUIRED AND PROXY INFORMATION

Proxies in the form enclosed, if properly submitted and not revoked,
will be voted as directed on the proxies. Any proxy not directing to the
contrary will be voted "for" the Company's nominees as directors and "for"
approval of each of the other proposals. Sending in a signed proxy will not
affect a shareholder's right to attend the meeting and vote in person, since the
proxy is revocable.

A proxy statement given pursuant to the solicitation may be revoked at
any time before it is voted. Proxies may be revoked by: (i) filing with the
Secretary of the Company, at or before the meeting, a written notice of
revocation bearing a date later than the proxy; (ii) duly executing a subsequent
proxy relating to the same shares and delivering it to the Secretary of the
Company at or before the Meeting; or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
revocation of a proxy). Any written notice revoking a proxy should be delivered
to Thomas W. Murphy, Secretary, RomTech, Inc., 2000 Cabot Boulevard, Suite 110,
Langhorne, Pennsylvania 19047-1833.

All shares of the Company's Common Stock present in person or
represented by proxy and entitled to vote at the meeting, no matter how they are
voted or whether they abstain from voting, will be counted in determining the
presence of a quorum for each of the matters on which shareholders will vote at
the Meeting. If the Meeting is adjourned because of the absence of a quorum,
those shareholders entitled to vote who attend the adjourned meeting, although
constituting less than a quorum as provided herein, shall nevertheless
constitute a quorum for the purpose of electing directors. If the Meeting is
adjourned for one or more periods aggregating at least 15 days because of the
absence of a quorum, those shareholders entitled to vote who attend the
reconvened Meeting, if less than a quorum as determined under applicable law,
shall nevertheless constitute a quorum for the purpose of acting upon any matter
set forth in the Notice of Annual Meeting.

Election of Directors. On this matter, the quorum for the meeting is
the presence of shareholders, in person or represented by proxy, entitled to
cast a majority of the votes that all shareholders are entitled to cast in the
election. Directors shall be elected by a plurality, and the four nominees who
receive the most votes will be elected. Votes may be cast in favor of or
withheld from any or all nominees. Votes that are withheld will be excluded
entirely from the vote and will have no effect, other than for purposes of
determining the presence of a quorum. Abstentions will be considered present and
entitled to vote at the meeting, but will not be counted as votes cast in the
affirmative. Broker non-votes will not be taken into account in determining the
outcome of the election.

Approval of Auditors. On this matter, the quorum for the meeting is the
presence of shareholders, in person or represented by proxy, entitled to cast a
majority of the votes that all shareholders are entitled to cast on the approval
of auditors. The matter will be approved if a majority of the votes cast are for
approval. Abstentions and broker non-votes will not be taken into account in
determining the outcome.

The cost of this solicitation will be borne by the Company. In addition
to solicitation by mail, proxies may be solicited in person or by telephone,
telegraph or facsimile by directors, officers or employees of the Company and
its subsidiaries without additional compensation. The Company will, on request,
reimburse shareholders of record who are brokers, dealers, banks or voting
trustees, or their nominees, for their reasonable expenses in sending proxy
materials and annual reports to the beneficial owners of the shares they hold of
record.

VOTING SECURITIES

At the close of business on September 21, 1998, the record date for the
determination of shareholders entitled to receive notice of and to vote at the
Company's 1998 Annual Meeting of Shareholders, the Company's outstanding voting
securities consisted of 9,506,200 shares of Common Stock. Holders of Common
Stock are entitled to one vote per share. Unless otherwise indicated, the
following table sets forth information according to information supplied to the
Company regarding the number and percentage of shares of the Company's Common
Stock beneficially owned on September 21, 1998: (i) by those persons or entities
known by management to beneficially own more than five percent of the Common
Stock; (ii) by each nominee for director and director of the Company; (iii) by
each of the Company's executive officers named in the Summary Compensation
Table; and (iv) by all directors and executive officers of the Company as a
group.

Amount and Nature
Name of of Beneficial Percent of Class
Beneficial Owner (1) Ownership (2) Beneficially Owned
- -------------------- ----------------- ------------------

Robert M. Aiken, Jr. 21,500 (3) *

William C. Acheson 107,400 (4) 1.1%

John E. Baer 570,000 (5) 6.0%

John J. Brown 941,000 (6) 9.8%
1217 Foxglove Lane
West Chester, PA 19380

Joseph A. Falsetti 590,000 (7) 6.2%
107 Muirfield Ct.
New Hope, PA 18938

Gerald W. Klein 367,000 (8) 3.8%

Odyssey Capital Group, L.P. 1,122,699 (9) 11.8%
950 West Valley Road, Suite 2902
Wayne, PA 19087

Thomas D. Parente 44,500 (10) *
133 Union Mill Terrace
Mt. Laurel, NJ 08054

Lambert C. Thom 115,309 (11) 1.2%
Bangert Dawes Reade Davis & Thom
220 Montgomery Street
San Francisco, CA 94104

All officers and directors as a group (6 persons) 1,225,709 (12) 12.4%

- -------
*Less than 1%.

(1) Unless otherwise indicated, the address of each named holder is c/o
RomTech, Inc., 2000 Cabot Boulevard, Suite 110, Langhorne, PA 19047.

(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes
voting or investment power with respect to securities. In accordance with
SEC rules, shares which may be acquired upon exercise of stock options
which are currently exercisable or which become exercisable within sixty
days of the date of the information in the table are deemed to be
beneficially owned by the optionee. Except as indicated by footnote, and
subject to community property laws where applicable, the persons or
entities named in the table above have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned by
them.

(3) Includes 12,500 shares of Common stock which may be acquired through the
exercise of options which were exercisable as of September 21, 1998 or
become exercisable within 60 days of that date.

(4) Includes 50,000 shares of Common stock which may be acquired through the
exercise of options which were exercisable as of September 21, 1998 or
become exercisable within 60 days of that date.

(5) Includes 65,000 shares of Common Stock which may be acquired through the
exercise of options which were exercisable as of September 21, 1998 or
became exercisable within 60 days of that date. Of the 65,000 shares, 7,500
shares of Common Stock are subject to options held by Mr. Baer's wife.

(6) Includes 144,328 shares of Common Stock issuable upon exercise of warrants
which are immediately exercisable.

(7) Includes 75,000 shares of Common Stock which may be acquired through the
exercise of options which were exercisable as of September 21, 1998 or
became exercisable within 60 days of that date. Of the 75,000 shares,
17,500 shares of Common Stock are subject to options held by Mr. Falsetti's
wife.

(8) Includes 202,500 shares of Common Stock which may be acquired through the
exercise of options which were exercisable as of September 21, 1998 or
became exercisable within 60 days of that date.

(9) The information presented is as of June 30, 1998 based upon information
supplied to the Company by Odyssey Capital Group, L.P. ("Odyssey"). As
reported in a Schedule 13G dated February 17, 1997 jointly filed by
Odyssey, John P. Kirwin, Bruce E. Terker and Kirk B. Griswold (upon which
the Company has relied in making this disclosure), voting and investment
power of the shares of Common Stock held by Odyssey are shared by Odyssey
and Messrs. Kirwin, Terker and Griswold, who are each officers of the
corporate general partner of Odyssey. Includes 28,000 shares of Common
Stock issuable upon exercise of warrants.

(10) Includes 22,500 shares of Common Stock which may be acquired through the
exercise of options which were exercisable as of September 21, 1998 or
became exercisable within 60 days of that date. Also includes 2,000 shares
held by Mr. Parente's immediate family members.

(11) Includes 7,500 shares of Common Stock which may be acquired through the
exercise of options exercisable as of September 21, 1998 or become
exercisable within 60 days of that date. Also includes 46,685 shares of
Common Stock issuable upon conversion of convertible subordinated debt.

(12) Includes 399,185 shares of Common Stock which may be acquired by such
persons through the exercise of options and/or conversion of convertible
subordinated debt which were exercisable or convertible as of September 21,
1998 or become exercisable or convertible within 60 days of that date.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are as follows:

Name Age Position
---- --- --------

Gerald W. Klein 50 President, Chief Executive Officer and
Chief Financial Officer

William C. Acheson 48 Vice President - Marketing

John E. Baer 39 Vice President - Sales

Mr. Klein has been President and Chief Executive Officer of the Company
since June 1998. He joined the Company as Vice President and Chief Financial
Officer in February 1996 and has been a Director since August 1994. Prior to
joining the Company, Mr. Klein was President, Chief Executive Officer and a
Director of Megamation Incorporated, a publicly traded company that manufactured
automation work cells used in various industries. From August 1991 to October
1994, Mr. Klein served as President and Chief Executive Officer of PricePoint,
Inc., a start-up company engaged in the development of electronic retail pricing
systems developed to replace paper shelf labels in supermarkets and other retail
markets. Mr. Klein is a certified public accountant.

Mr. Acheson has been Vice President Sales and Marketing since May 1997.
Prior to that, Mr. Acheson provided marketing consulting services to the Company
from January 1997 until April 1997. From 1992 until April 1996, Mr. Acheson
served as Senior Vice President of Revlon Corp.

Mr. Baer founded the Company in July 1992 and served as its President
and Treasurer from the Company's inception until June 1995. Mr. Baer has been
Vice President - Sales since June 1995.

PROPOSAL ONE
ELECTION OF DIRECTORS

Four directors are to be elected at the 1998 Annual Meeting to serve
for one-year terms until the 1999 Annual Meeting and until their respective
successors are elected and qualified. The Board of Directors has recommended and
approved the nominees identified in the following table. It is intended that the
proxies solicited on behalf of the Board of Directors (other than proxies in
which the vote is withheld as to a nominee) will be voted at the Meeting "for"
the election of the nominees identified below. If a nominee is unable to serve,
the shares represented by all valid proxies will be voted for the election of
such substitute nominee as the Board of Directors may recommend. At this time,
the Board of Directors knows of no reason why any nominee may be unable to
serve, if elected. Except as disclosed herein, there are no arrangements or
understandings between the nominee and any other person pursuant to which the
nominee was selected.

The following information about the Company's nominees for election as
directors is based, in part, upon information furnished by the nominees.

Director
Name Age Title Since
---- --- ----- -----

Robert M. Aiken, Jr.(1)(2) 55 Director 1998

Gerald W. Klein 50 Director, President, Chief Executive Officer 1994
and Chief Financial Officer

Thomas D. Parente(1)(2) 51 Chairman of the Board of Directors 1995

Lambert C. Thom(2) 53 Director 1997

- -------
(1) Member of Audit Committee
(2) Member of Compensation Committee

The principal occupation of each of the nominees for director of the
Company is set forth below.

ROBERT M. AIKEN, JR., who has been a director since January 1998, has
been President of RMA Consulting, Inc., a management consulting firm, since July
1998. From November 1997 to June 1998, Mr. Aiken was Executive Vice President
and Chief Financial Officer of Sun Company, Inc., and from September 1990 to
October 1997, Mr. Aiken was Senior Vice President and Chief Financial Officer of
Sun Company, Inc. Mr. Aiken has served as Chairman of the Board and Director of
Radnor Corp., a real estate development company and wholly-owned subsidiary of
Sun Company, Inc., since June 1994. Mr. Aiken is a certified public accountant.
In addition to serving on the Company's board, Mr. Aiken serves on the Board of
Trustees for Bryn Mawr College and Crozer Keystone Health System.

GERALD W. KLEIN has served as President and Chief Executive Officer of
the Company since June 1998. He joined the Company as Vice President and Chief
Financial Officer in February 1996 and has been a Director since August 1994.
Prior to joining the Company, Mr. Klein was President, Chief Executive Officer
and a Director of Megamation Incorporated, a publicly traded company that
manufactured automation work cells used in various industries. From August 1991
to October 1994, Mr. Klein served as President and Chief Executive Officer of
PricePoint, Inc., a start-up company engaged in the development of electronic
retail pricing systems developed to replace paper shelf labels in supermarkets
and other retail markets. From 1979 to 1991, Mr. Klein was employed by
Checkpoint Systems, Inc., a provider of security and access control systems to
retailers, commercial businesses, and libraries and was President and Chief
Operating Officer of that company from April 1986 to July 1991. Mr. Klein is a
certified public accountant.

THOMAS D. PARENTE joined the Company as a Director in June 1995, and
was elected as Chairman of the Board in August 1998. Mr. Parente is Director of
Corporate Development for Ole Hansen & Sons, Inc., a privately owned holding
company, a position he has held since December 1996. From May 1995 to November
1996, he was self-employed as a financial consultant to businesses. From April
1988 until April 1995, he was a Vice President and the Chief Financial Officer
of Suvar Corporation, a manufacturer of specialty chemicals for the printing and
coatings markets. From June 1970 until April 1988, Mr. Parente was employed by
KPMG Peat Marwick LLP and was a partner with that firm from April 1979 until
April 1988. Mr. Parente is a certified public accountant.

LAMBERT C. THOM joined the Company as a director in December 1997. He
has served as Vice President of Bangert, Dawes, Reade, Davis & Thom,
Incorporated, a private investment firm, since 1975. From 1989 to 1995, Mr. Thom
served as Vice President of John Hancock Capital Growth Management, Inc., an
investment management firm.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors met nine times during fiscal 1998. During fiscal
1998, no incumbent director of the Company attended fewer than 75% of the
aggregate of the total number of Board of Directors meetings and the total
number of meetings held by the committees of the Board of Directors on which he
served.

The Board of Directors of the Company has a standing Audit Committee
and a Compensation Committee. The Audit Committee has the authority and duty to
recommend to the Board of Directors the auditors to be engaged as the Company's
independent public accountants and to review the results and scope of the audit
and other services provided by the Company's independent accountants and to take
such other action as it deems appropriate to ensure the appropriate safeguarding
of the Company's assets and appropriate accounting of its assets and
liabilities. The members of the Audit Committee are Messrs. Parente and Aiken.
This committee met two times during fiscal 1998.

The Compensation Committee is responsible for reviewing the Company's
compensation practices and benefit plans and to determine the salaries and bonus
awards of the Company's executive officers. The members of the Compensation
Committee are Messrs. Aiken, Parente and Thom. This Committee met one time
during fiscal 1998.

COMPENSATION OF DIRECTORS

The non-employee members of the Board of Directors receive $500 per
meeting attended. Additionally, the members of the Audit Committee receive $500
for each committee meeting attended and the members of the Compensation
Committee receive $500 for each committee meeting attended. All directors are
entitled to reimbursement for reasonable expenses incurred in the performance of
their duties as Board members. Additionally, the Company's Amended and Restated
1995 Stock Option Plan provides that all non-employee members of the Board of
Directors receive an initial grant of options to purchase 10,000 shares of
Common Stock upon appointment or election to the Board, and thereafter receive
options to purchase 5,000 shares of Common Stock on January 1 of each year that
such person is a non-employee director. The options have terms of five years and
have an exercise price equal to the fair market value on the date of grant.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF ALL
NOMINEES.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information concerning the
compensation paid during the fiscal years ended June 30, 1998, 1997 and 1996 to
the Company's Chief Executive Officer and the Company's other executive officers
whose salary and bonus exceeded $100,000 during the 1998 fiscal year.

Annual Compensation Long-Term Compensation
------------------- ----------------------

Securities
Fiscal Other Annual Underlying All Other
Name & Principal Position Year Salary($) Bonus($) Compensation Options(#) Compensation($)
- ------------------------- ------ --------- -------- ------------ ---------- ---------------

Gerald W. Klein (1) 1998 133,270 - 0 - -- 205,000 (2) 3,138 (4)
President, Chief Executive 1997 108,299 10,000 -- 205,000 (2) --
Officer and Chief Financial 1996 38,077 -- -- 105,000 (3)
Officer

William C. Acheson 1998 100,000 60,000 -- 220,000 (5) 2,695 (4)
Vice President-Marketing 1997 16,154 - 0 - -- 100,000 (5) --

Joseph A. Falsetti (6) 1998 190,500 - 0 - (6) 50,000 (8) 4,975 (4)
Former Chairman of the Board 1997 124,232 40,000 (7) 50,000 (8)
and Chief Executive Officer 1996 107,000 20,000 (7) --

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

(1) Mr. Klein was appointed President and Chief Executive Officer in June 1998.

(2) 205,000 stock options granted to Mr. Klein during the 1997 fiscal year were
subsequently canceled and 205,000 new stock options were regranted to Mr.
Klein during the 1998 fiscal year at a lower exercise price.

(3) 105,000 options granted to Mr. Klein during the 1996 fiscal year were
subsequently canceled and 105,000 new options were granted to Mr. Klein
during the 1997 fiscal year at a lower exercise price.

(4) Represents amounts contributed by the Company to each executive officer's
401(k) Plan.

(5) 100,000 stock options granted to Mr. Acheson during the 1997 fiscal year
were subsequently canceled and 100,000 new stock options were granted to
Mr. Acheson during the 1998 fiscal year at a lower exercise price.

(6) Mr. Falsetti resigned as Chief Executive Officer of the Company in June
1998, and in connection therewith entered into a Separation Agreement and
General Release with the Company. Under the agreement, Mr. Falsetti agreed
to release the Company from any claims relating to his employment, and
further agreed not to compete with the Company for a one-year period. In
return, the Company agreed to continue to pay Mr. Falsetti the equivalent
of his 1998 base salary ($195,000 for 12 months), to maintain his health,
life and disability benefits for 12 months and to continue to permit Mr.
Falsetti to exercise stock options previously granted for the remainder of
their respective terms. During the 1998 fiscal year, Mr. Falsetti also
received $20,000 representing an advance on his anticipated 1998 bonus,
which Mr. Falsetti was permitted to retain.

(7) Amount does not exceed $50,000 or 10% of salary and bonus.

(8) 50,000 stock options granted to Mr. Falsetti during the 1997 fiscal year
were subsequently canceled and 50,000 new stock options were granted to Mr.
Falsetti during the 1998 fiscal year at a lower exercise price.

OPTION GRANTS DURING 1998 FISCAL YEAR

The following table provides information related to options granted to the named
executive officers during fiscal 1998. The Company does not have any outstanding
stock appreciation rights.

Number of Percent of Total
Securities Options Granted Exercise
Underlying To Employees Price Expiration
Name Options Granted In Fiscal Year ($/Sh) Date
- --------------------------------------------------------------------------------------------------------------------

William C. Acheson 100,000 (1) 9.6% $2.00 5/22/02
60,000 (2) 5.7% $2.53 1/02/03
60,000 (3) 5.7% $2.69 3/31/03
Gerald W. Klein 205,000 (4) 19.6% $2.00 5/22/02
Joseph A. Falsetti 50,000 (5) 4.8% $2.00 5/22/02

(1) Of the 100,000 options granted, 50,000 are immediately exercisable and
25,000 of these options become exercisable on each of May 22, 1999 and May
22, 2000.

(2) 20,000 of these options become exercisable on each of January 2, 1999,
January 2, 2000 and January 2, 2001.

(3) 20,000 of these options become exercisable on each of March 31, 1999, March
31, 2000 and March 31, 2001.

(4) Of the 205,000 options granted, 180,000 are immediately exercisable and
25,000 become exercisable on March 18, 1999.

(5) All of these options are immediately exercisable.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table provides information related to employee options exercised
by the named executive officers during fiscal 1998 and the value of such options
at year-end.

Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Options at Options
Shares FY-End (#) at FY-End ($)
Acquired On Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------

William C. Acheson - 0 - - 0 - 50,000/170,000 *
Gerald W. Klein - 0 - - 0 - 202,500/25,000 *
Joseph A. Falsetti - 0 - - 0 - 57,500/-0- *

* None of the options held by either Messrs. Acheson, Falsetti or Klein were
in-the-money as of the end of the 1998 fiscal year.

REPRICING OF OPTIONS

In fiscal 1998, the Board of Directors approved the cancellation and
reissuance of certain outstanding stock options, including certain options held
by William C. Acheson, Joseph A. Falsetti and Gerald W. Klein, in order to align
the exercise price of such options with the current market price of the
Company's Common Stock. Mr. Klein surrendered 205,000 options for cancellation
and received new options for the purchase of 205,000 shares with an exercise
price of $2.00 per share, which was greater than the market price of the
Company's Common Stock on the date of grant. Mr. Falsetti surrendered 50,000
options for cancellation and received new options for the purchase of 50,000
shares with an exercise price of $2.00 per share, which was greater than the
market price of the Company's Common Stock on the date of grant. Mr. Acheson
surrendered 100,000 options for cancellation and received new options for the
purchase of 100,000 shares with an exercise price of $2.00 per share, which was
greater than the market price of the Company's Common Stock on the date of
grant. The terms of all such new options, including vesting and termination
dates, were the same as the options surrendered for cancellation.

LONG-TERM INCENTIVE PLANS

There were no long-term incentive awards given to any executive officers
during fiscal 1998.

SEVERANCE ARRANGEMENTS

Joseph A. Falsetti resigned as Chief Executive Officer of the Company in
June 1998, and in connection with his resignation entered into a Separation
Agreement and General Release with the Company. Under the agreement, Mr.
Falsetti agreed to release the Company from any claims relating to his
employment, and further agreed not to compete with the Company for a one-year
period. In return, the Company agreed to continue to pay Mr. Falsetti the
equivalent of his 1998 base salary ($195,000 for 12 months), to maintain his
health, life and disability benefits for 12 months and to continue to permit Mr.
Falsetti to exercise stock options previously granted for the remainder of their
respective terms.

CERTAIN TRANSACTIONS

In April 1995, Odyssey Capital Group, L.P. ("Odyssey"), a principal
shareholder of the Company, invested $200,000 in the Company as part of a
$300,000 bridge financing to provide capital to the Company pending the
completion of an initial public offering. Odyssey loaned $200,000 to the Company
under a 12% promissory note (the "Promissory Note"). The Promissory Note was
paid on October 25, 1996.

During the years 1990 through 1995, John J. Brown, a former director and
officer of the Company, made subordinated loans to Applied Optical Media
Corporation ("AOMC") of approximately $400,000 and received Common Stock of AOMC
and promissory notes in exchange therefore. On October 18, 1995, the Company
merged with AOMC. As a condition precedent to this merger transaction, Mr. Brown
accepted a $300,000 note (the "Brown Note") in exchange for all of AOMC's
indebtedness to Mr. Brown. Simultaneously with the merger transaction,
Ballyshannon Partners, L.P. ("Ballyshannon"), another shareholder of the Company
(a limited partner of which is a principal of Odyssey), acquired the Brown Note.

During the third quarter of fiscal 1997, Odyssey acquired $200,000 of the
Brown Note from Ballyshannon, and exchanged $100,000 of the debt for 100,000
shares of the Company's Class Two Convertible Preferred Stock and 28,000
warrants to purchase Common Stock. Odyssey then exchanged the remaining $100,000
of the debt to pay the exercise price of warrants to purchase 198,687 shares of
the Company's Common Stock.

PROPOSAL THREE
RATIFICATION OF THE APPOINTMENT OF AUDITORS

The Board of Directors has renewed the Company's arrangement for KPMG
Peat Marwick LLP to be its auditors for the fiscal year ending June 30, 1999,
subject to the ratification of the appointment by the Company's shareholders. A
representative of KPMG Peat Marwick LLP is expected to attend the Annual Meeting
to respond to appropriate questions and will have an opportunity to make a
statement if he or she so desires.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP.

SHAREHOLDER PROPOSALS

To be considered for inclusion in the Company's proxy statement relating
to the Company's 1999 Annual Meeting of Shareholders, shareholder proposals must
be received by the Company at its corporate office by June 11, 1999. In
accordance with the Company's Bylaws, to be considered for presentation at the
1999 Annual Meeting of Shareholders, although not included in the Company's
proxy statement, shareholder proposals must be received no later than August 10,
1999.

COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and Exchange
Commission reports about their beneficial ownership of the Company's Common
Stock. All such persons are required by the Commission to furnish the Company
with copies of all reports that they file.

Based solely upon a review of the copies of such reports furnished to the
Company, or written representations from certain reporting persons that no other
reports were required, the Company believes that during the fiscal year ended
June 30, 1998, all of its officers and directors complied with all filing
requirements applicable to them, except with respect to the following:

Lambert C. Thom filed a Form 3 late; John P. Kirwin, III and Odyssey
Capital Group, L.P. ("Odyssey") jointly filed one Form 4 late which reported
three transactions; Mr. Kirwin and Odyssey each filed Forms 5 reporting one
transaction which was not reported on a timely basis; and Lance Woeltjen filed a
Form 4 late which reported three transactions.

OTHER MATTERS

The Company currently knows of no other business that will be presented
for consideration at the 1998 Annual Meeting. If any other business is properly
brought before the meeting, it is intended that proxies in the enclosed form
will be voted in respect thereof in accordance with the judgment of the persons
voting the proxies. If any such matters are presented at the meeting, then the
proxy agents named in the enclosed proxy card will vote in accordance with their
judgment.

EVERY PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY (WITHOUT EXHIBITS) OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 1998, AS
FILED WITH THE SECURITIES AND

EXCHANGE COMMISSION, WITHOUT CHARGE, BY SENDING A WRITTEN REQUEST TO THE
SECRETARY AT THE COMPANY'S CORPORATE OFFICES.

By order of the Board of Directors,

THOMAS W. MURPHY
Secretary

REVOCABLE PROXY

ROMTECH, INC.

ANNUAL MEETING OF SHAREHOLDERS

NOVEMBER 18, 1998

The undersigned hereby appoints Gerald W. Klein and William C. Acheson, with
full powers of substitution, to act as attorneys and proxies for the undersigned
to vote all shares of capital stock of RomTech, Inc. (the "Company") which the
undersigned is entitled to vote at the Annual Meeting of Shareholders (the
"Meeting") to be held at the Company's office located at 2000 Cabot Boulevard,
Suite 110, Langhorne, PA on November 18, 1998 at 2:00 p.m. and at any and all
adjournments and postponements thereof.

I. The election as directors of all nominees listed below (except as marked to
the contrary).

[ ] FOR [ ] VOTE WITHHELD

INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE IN THAT NOMINEE'S NAME BELOW.

ROBERT M. AIKEN, JR. GERALD W. KLEIN THOMAS D. PARENTE LAMBERT C. THOM

II. The ratification of the appointment of KPMG Peat Marwick LLP as auditors
for the Company.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS AND THE NOMINEES LISTED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME,
THE BOARD OF DIRECTORS KNOW OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.

The Board of Directors recommends a vote "FOR" each of the proposals and the
election of the nominees listed above.
(Continued and to be SIGNED on Reverse Side)
17

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the shareholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.

The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Shareholders.

Date: , 1998

(Please date this Proxy)

Signature of Shareholder

Please sign exactly as your
name(s) appear(s) to the left.
When signing as attorney,
executor, administrator, trustee
or guardian, please give your
full title. If shares are held
jointly, each holder should
sign.

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.