SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [ ]

Filed by a party other than the Registrant [X]

Check the appropriate box:

[X]  Preliminary Proxy Statement

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

[ ]  Definitive Proxy Statement

[ ]  Definitive Additional Materials

[ ]  Soliciting Material Pursuant to section 240.14a-11(c) or section 240.14a-12

                      TECHNICAL COMMUNICATIONS CORPORATION 
                (Name of Registrant as Specified In Its Charter)

                                 M. Mahmud Awan
                                Philip A. Phalon
                                Robert B. Bregman
                           William C. Martindale, Jr 
     (Name of person(s) filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

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

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

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

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

     4) Proposed maximum aggregate value of transaction:
     __________________________________________________________________________

     5) Total fee paid:
     __________________________________________________________________________

[ ]  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: 
     __________________________________________________________________________







                                                                 June ____, 1998



Dear Fellow Technical Communications Corporation Stockholders:

     Philip A.  Phalon,  M.  Mahmud  Awan,  Robert B.  Bregman  and  William  C.
Martindale, Jr. (the "Phalon Group"),  stockholders of Technical Communications
Corporation who  collectively  own 17.2% of the outstanding  Common Stock of the
Company, have formed a group for purposes of conducting a proxy context in order
to  replace  at  least  a  majority  of the  Board  of  Directors  of  Technical
Communications Corporation.

     We seek your  support for our slate of five  nominees  for  election to the
Board of Directors at the July 17, 1998 Annual Meeting.

                  PLEASE READ THE ENCLOSED PROXY STATEMENT AND
                       VOTE THE PROXY FOR THE ELECTION OF
                       THE GROUP'S NOMINEES FOR DIRECTORS






                          READ OUR PROXY STATEMENT AND
                              VOTE THE PROXY TODAY!

                                       On behalf of the Phalon Group

                                       Sincerely,




                                       Philip A. Phalon

                                       M. Mahmud Awan




If you have any questions or desire  assistance  in voting your shares,  please
call:

                            MACKENZIE PARTNERS, INC.
                           156 Fifth Avenue, 9th Floor
                               New York, NY 10010
                            (212) 929-5500 (collect)
                                       or
                          CALL TOLL-FREE (800) 322-2885




             PROXY STATEMENT IN OPPOSITION TO THE BOARD OF DIRECTORS
                     OF TECHNICAL COMMUNICATIONS CORPORATION

                         Annual Meeting of Stockholders
                                  July 17, 1998


     This Proxy Statement is furnished to holders ("Stockholders") of the common
stock,   par  value  $.10  per  share  (the   "Common   Stock"),   of  Technical
Communications  Corporation  ("TCC" or the  "Company")  in  connection  with the
solicitation of proxies by Philip A. Phalon,  M. Mahmud Awan,  Robert B. Bregman
and William C.  Martindale,  Jr. (the  "Phalon  Group") to be used at the Annual
Meeting  of  Stockholders  of  the  Company  (the  "Annual   Meeting")  and  all
adjournments  thereof,  which is scheduled at 10:00 a.m. Eastern Time on Friday,
July 17,  1998,  at the  principal  offices of the Company at 100 Domino  Drive,
Concord, Massachusetts.

     Only  Stockholders  of  record  on May 29,  1998 (the  "Record  Date")  are
entitled to vote at the Annual Meeting. The Company has advised the Phalon Group
that there were  1,283,238  shares of Common Stock  outstanding  at the close of
business on the Record  Date,  of which  1,247,506  are  entitled to vote at the
Annual Meeting.  As of May 29, 1998, the Phalon Group beneficially owned 220,328
shares of Common Stock,  or 17.2% of the  outstanding  shares of Common Stock of
the Company,  which  constitutes 17.5% of the shares of Common Stock entitled to
vote at the Annual Meeting based upon information provided by the Company.  Each
share  entitles the holder of record to one vote with respect to the election of
directors to be elected at the Annual Meeting and the Stockholder Proposal.  See
"GROUP NOMINEES" and "STOCKHOLDER PROPOSAL," below. This Proxy Statement and the
related proxy card are first being mailed to  Stockholders on or about June ___,
1998. The principal  executive  offices of the Company are located at 100 Domino
Drive, Concord, Massachusetts 01742 and its phone number is (978) 287-5100.

     The Phalon Group is conducting  this  solicitation to elect a slate of five
nominees to serve as directors of the Company (the "Group Nominees") until their
successors  are duly  elected  and  qualified.  As a result  of a ruling  by the
Massachusetts  Superior  Court,  which was upheld by the  Massachusetts  Appeals
Court,  see  "LITIGATION,"  below,  all eight directors are to be elected at the
Annual  Meeting.  The Phalon Group by soliciting  proxies on behalf of the Group
Nominees is seeking to elect at least a majority of the  directors  and effect a
change in control of the Company,  because of its belief that Arnold  McCalmont,
Hebert  Lerner,  Robert Lessard and Carl Guild have acted for their own personal
benefit at the expense of the Stockholders and thereby breached fiduciary duties
owed to the  Stockholders,  all as more fully described in "LITIGATION,"  below.
Accordingly,  the Phalon Group believes that the incumbents  should no longer be
permitted to remain in control of the  business and affairs of the Company.  The
eight  candidates  receiving the greatest  number of votes at the Annual Meeting
will be  elected.  The  Phalon  Group  urges you to sign,  date and  return  the
enclosed  proxy card so that the Phalon Group may represent and vote your shares
at the Annual  Meeting for the election of the Group  Nominees as directors.  In
order to provide a  convenient  means by which your  shares can be voted for the
Group  Nominees  at the Annual  Meeting,  the  enclosed  proxy  card  authorizes
representatives  of the  Phalon  Group  with  full  powers of  substitution  and
resubstitution  to vote your shares at the Annual  Meeting and any  adjournments
thereof,  including on any other  matters  presented  that were not known to the
Phalon  Group  before  a  reasonable  time  prior to this  solicitation,  on the
approval of minutes but not actions at TCC's  previous  annual  meeting,  on the
election of persons in place of any nominee named in a proxy statement unable or
for good cause  unwilling  to serve,  or on  matters  that are  incident  to the
conduct of the Annual  Meeting.  If you have  signed the proxy  provided  by the
Company, you may revoke it at any time by signing and dating the enclosed proxy,
which must be dated after the date that you signed the Company's  proxy. You may
revoke your proxy at any time before it is  exercised  by filing with the Phalon
Group, c/o Mackenzie  Partners Inc., 156 Fifth Avenue,  9th Floor, New York, New
York 10010, or with the Clerk of the Company at its principal executive offices,
a letter  revoking  it or a duly  executed  proxy  bearing a later  date,  or by
appearing in person and voting at the Annual Meeting.  All proxies will be voted
in accordance with instructions  thereon.  ANY PROXY WHICH HAS BEEN EXECUTED BUT
UPON WHICH NO INSTRUCTION HAS BEEN INDICATED WILL BE VOTED "FOR" THE ELECTION OF
THE GROUP NOMINEES AND "FOR" THE STOCKHOLDER PROPOSAL.

                                    IMPORTANT

     Carefully  review this Proxy  Statement  and the enclosed  materials.  YOUR
PROXY IS  IMPORTANT.  IF YOU ARE UNABLE TO ATTEND  THE ANNUAL  MEETING IN PERSON
YOUR  PROXY IS THE ONLY  MEANS  AVAILABLE  FOR YOU TO VOTE FOR ANY  NOMINEE  FOR
DIRECTOR. No matter how may or how few shares you own, please vote FOR the Group
Nominees  and FOR the  Stockholder  Proposal  by so  indicating  and by signing,
dating and mailing the enclosed proxy card promptly.  If you already have signed
the  Company's  proxy for its  nominees,  you may still sign the Phalon  Group's
proxy. The proxy with the latest date will be counted.

     If you own shares of Common Stock of the Company but your stock certificate
is held  for you by a  brokerage  firm,  bank or other  institution,  it is very
likely that the stock  certificate  is  actually  in the name of such  brokerage
firm, bank or other  institution.  If so, only they can execute a proxy card and
vote  yours  shares  of  Common  Stock.  The  brokerage  firm,  bank,  or  other
institution holding the shares for you is required to forward proxy materials to
you and solicit your instructions  with respect to the granting of proxies.  The
brokerage firm, bank, or other institution holding the stock for you cannot vote
your shares unless they receive your specific instructions.

     IF YOU HAVE ANY QUESTIONS OR DESIRE ASSISTANCE IN VOTING YOUR PROXY, PLEASE
CONTACT A MEMBER  OF THE  PHALON  GROUP BY  CALLING  PHILIP  A.  PHALON AT (781)
246-9199 OR CALL:

                            MACKENZIE PARTNERS, INC.
                           156 Fifth Avenue, 9th Floor
                               New York, NY 10010

                          CALL TOLL-FREE (800) 322-2885
                                       or
                             (212) 929-5500 COLLECT





                INTEREST OF PARTICIPANTS IN ELECTION OF DIRECTORS

     The members of the Phalon Group entered into an Agreement (the "Agreement")
dated as of April 3, 1998, whereby they agreed to file a joint Schedule 13D with
respect to the shares of Common Stock  beneficially  owned by each member of the
Phalon  Group.  The members of the Phalon Group agreed that, in the event that a
member of the Phalon  Group  desires to sell his  shares of Common  Stock,  each
other  member of the  Phalon  Group  shall  have a right of first  refusal  with
respect to the purchase of such selling  member's  shares of Common  Stock.  The
Agreement  was  filed  with  the   Securities  and  Exchange   Commission   (the
"Commission")  as an exhibit to the Phalon  Group's  statement on Schedule  13D,
which was filed with the Commission on April 3, 1998.

                                 GROUP NOMINEES

     Certain  information  concerning  each Group  Nominee  for  director of the
Company is set forth below. Each of the Group Nominees has consented to serve as
a director  if elected  and  intends to  discharge  his duties as a director  in
compliance  with  all  applicable  legal  requirements,  including  the  general
fiduciary obligations imposed upon corporate directors.  The Group Nominees have
no  plans or  proposals  relating  to the  Company  should  they be  elected  as
directors.   Except  as  described  in  this  Proxy  Statement,   there  are  no
arrangements  or  understandings  between any Group Nominee and any other person
pursuant to which he was selected as a nominee. The Group Nominees will not bear
any portion of the expenses of this proxy  solicitation and the Phalon Group has
agreed to reimburse all  out-of-pocket  expenses  incurred by the Group Nominees
and to indemnify  each Group  Nominee for any  liability  incurred in connection
with the Phalon Group's  solicitation of proxies.  All information  contained in
this Proxy  Statement  concerning  each Group Nominee has been furnished by each
such Group Nominee.

                          Beneficial
Name, Age and             Ownership                Background and
Business Address          of Shares                Present Occupation

Philip A. Phalon (69)     2,250 (1)   Self-employed international marketing and
40 Salem Street                       business  consultant and private investor
Lynnfield, MA  01940                  from October 1990 to the present.  Interim
                                      President of the  Company  from  May  1994
                                      to March 1995.  Director  of  the  Company
                                      from August 1994 to the present.

M. Mahmud Awan (46)     138,378 (2)   Chairman  and  Chief  Executive Officer of
240 Sturbridge Road                   TechMan   International   Corporation,   a
Charlton City, MA  01506              manufacturer  of   fiber   optic   medical
                                      devices  and  communications systems, from
                                      September 1982 to the present.

Joseph J. Hansen (64)         0 (3)   President    of    Lexington    Strategic
221 Follen Road                       Associates,   a    strategic    management
Lexington, MA  02173-5502             consulting  firm,  from  October 1992  to 
                                      the   present;     Senior    Lecturer   in
                                      mathematics  at  Northeastern   University
                                      from 1986 to the present.

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

David A.B. Brown (54)         0       President  of  the  Windsor Group, Inc., a
One Boston Place                      business  consulting  firm  focused on the
Boston, MA  02108                     oil industry and international operations,
                                      from 1984 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).



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

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

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In the Company's fiscal year ended September 27, 1997 ("Fiscal  1997"),  no
Group Nominee had any contractual or other relationship with the Company,  other
than Mr. Phalon, who served as a director of the Company,  and Dr. Awan, through
his wholly-owned company,  TechMan International  Corporation  ("TechMan").  Mr.
Phalon served on the Board's Audit Committee and  Compensation  Committee during
Fiscal 1997, and on the Compensation Committee during the Company's fiscal years
ended September 28, 1996 ("Fiscal 1996") and September 30, 1995 ("Fiscal 1995").
During Fiscal 1997,  Mr. Phalon  received  $10,000 for his services as director,
earned at the standard non-employee director remuneration rate of $1,000 for the
November 1966 Board meeting and $1,200 per Board  meeting  thereafter,  and $500
per committee  meeting.  During Fiscal 1996, Mr. Phalon  received $9,500 for his
services,  earned as director at the standard non-employee director remuneration
rate of $1,000 per Board meeting and $500 per committee  meeting.  During Fiscal
1995,  Mr.  Phalon  received  $10,000 for his  services,  earned at the standard
non-employee director remuneration rate of $1,000 per Board meeting and $500 per
committee  meeting,  and  received an  additional  $28,000  for his  services as
interim  president of the Company.  Prior to formation of the Phalon Group,  Mr.
Phalon advised the other directors that he would decline to stand for reelection
with the  incumbent  Board  because of his belief  that it was  mismanaging  the
Company  and  certain of its  directors  and  officers  had  breached  and would
continue  to breach  their  fiduciary  duties to  Stockholders.  TechMan and the
Company were parties to a certain one year sales  representative  agreement that
ended   September  30,  1997,   under  which  TechMan  acted  as  the  Company's
non-exclusive sales representative in Pakistan.  During Fiscal 1997, the Company
paid TechMan  approximately  $45,000 in the aggregate  under the agreement.  Mr.
Phalon and Dr.  Awan are  adverse  parties  to the  Company  and  certain of its
directors in a proceeding in the Massachusetts Superior Court. See "LITIGATION,"
below.

                                   LITIGATION

     As  previously  disclosed  by the Company in a Current  Report on Form 8-K,
filed January 27, 1998, after an internal review of certain  historical  foreign
contracts,  the Company announced certain remedial measures including  formation
of a committee  to recommend  changes in its  financial  control and  accounting
procedures and the adoption of a code of ethics and a compliance program. In the
same announcement,  the Company disclosed that James McCalmont had resigned from
the Board of Directors and that Arnold McCalmont,  Chairman of the Board,  would
not seek  re-nomination.  At a meeting of the Board on  January  26,  1998,  Mr.
Phalon  informed  the Board  that he was  considering  proposing  a new slate of
director  nominees and that he would not seek reelection with the current Board.
On April 8, 1998,  Mr. Phalon  demanded from the Company a list of  Stockholders
and related materials.

     As of May 22, 1998, the Stockholder list and related materials requested by
Mr.  Phalon on April 8, 1998 had not been  provided by the  Company.  On May 22,
1998,  Mr. Phalon and Dr. Awan  initiated a lawsuit  against the Company and its
directors (other than Mr. Phalon) in the Massachusetts Superior Court, Middlesex
County,   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 B. Peoples,
Civil Action No.  98-2553.  The complaint  alleges that the individual  director
defendants:  (i) breached  their  fiduciary  duties to the  Stockholders  of the
Company by engaging in self-dealing  transactions,  including but not limited to
the historical  foreign  contracts which gave rise to the internal review;  (ii)
engaged in concealment of illegal and possibly  criminal conduct by officers and
directors  of the  Company;  (iii)  denied Mr.  Phalon  access to the  Company's
Stockholder list and related material in violation of state and federal law; and
(iv) illegally acted to entrench  themselves as the Company's Board of Directors
by actions  taken at the April 30, 1998 Board  meeting.  Mr. Phalon and Dr. Awan
sought injunctive  relief:  (i) requiring the Company to produce the Stockholder
list and related  materials;  (ii) rescinding and revoking the by-law  amendment
adopted by the Board at its April 30, 1998  meeting  which  creates a classified
Board of Directors  consisting of three classes elected for staggered three year
terms; and (iii) enjoining other similar actions until after the Annual Meeting.
Mr. Phalon and Dr. Awan are also seeking a declaratory  judgment that the by-law
amendment  classifying  the  Board  adopted  at the April 30,  1998  meeting  is
invalid,  null and void. A copy of the Verified Complaint commencing the lawsuit
was filed  with the  Commission  on May 22,  1998 as an  exhibit  to the  Phalon
Group's Amendment No. 2 to its statement on Schedule 13D.

     On June 10, 1998,  following a hearing in Middlesex  Superior  Court on the
Plaintiffs'  motion  for  preliminary  injunctive  relief to obtain  the list of
Stockholders  and to  invalidate  the  April  30,  1998  action  of the Board of
Directors to adopt a staggered  Board scheme,  the Court entered a Memorandum of
Decision  and  Order.  The  Court  found  that the  "Plaintiffs  demonstrated  a
reasonable  likelihood of success on their claim that the By-law change voted on
April  29  [sic],  1998  was a  `manipulative  device'  designed  to  prevent  a
meaningful proxy contest by dissenting  shareholders in willful disregard of the
rights of other  shareholders"  and that "[t]o  allow the By-Law to control  the
proceedings at the next annual meeting would `substantially chill, if not freeze
in its tracks,  any  continued'  proxy contest or inquiring into the control and
governance of TCC by dissenting  shareholders."  The Court ordered,  among other
things, that the "defendants shall be enjoined from implementing the votes taken
at the meeting held on April 30, 1998  adopting the  provisions  of GL. c. 156B,
ss.  50A and  restructuring  the terms of the Board of  Directors  to  staggered
terms" and that the Company "shall mail a copy of the proxy statement  submitted
by the [Phalon Group] to each and every  stockholder of the  corporation..."  On
June 12, 1998,  the  Memorandum  of Decision and the Order became final upon the
Court's denial of Arnold  McCalmont's  motion for  reconsideration.  On June 18,
1998, following a hearing, the Massachusetts  Appeals Court denied the Company's
appeal of the June 10,  1998 Order of the  Superior  Court.  The  Memorandum  of
Decision and Order,  and the Order denying the Company's  appeal are included in
their entirety as Exhibit A to this Proxy Statement and are incorporated  herein
by reference.

                              STOCKHOLDER PROPOSAL

     By letter dated May 8, 1998,  Graham R. Briggs,  the former Chief Financial
Officer of the Company,  gave notice to the Company pursuant to Rule 14a-8 under
the Securities and Exchange Act of 1934 (the "Exchange Act") that he intended to
appear,  in  person or by duly  authorized  representative,  at the 1998  Annual
Meeting of  Stockholders of the Company to present a proposal to the effect that
the Board's  actions  taken on April 30,  1998 to classify  the Board into three
classes having staggered terms be invalidated.  The Company, by letter dated May
28,  1998  opposed  the  inclusion  of  the  Proposal  in  its  proxy  materials
principally  on the basis that the Proposal would be violative of state law. The
Proponent,  through counsel,  disputed the Company's  argument for excluding the
Shareholder  Proposal. On June 10, 1998, the Commission stated that it "does not
believe that [the Stockholder  Proposal] may be omitted from the Company's proxy
materials..." The Phalon Group supports the Stockholder Proposal as being in the
best interest of the Stockholders. For the texts of Mr. Brigg's Proposal and his
statement in support and the Company's  statement in opposition  please refer to
the Company's proxy statement.

     The  Phalon  Group  urges  each  Stockholder  to vote  FOR the  Stockholder
Proposal on the Proxy Card.


       INCLUSION OF STOCKHOLDER PROPOSALS IN THE COMPANY'S PROXY STATEMENT

     The  Annual  Meeting to be held on July 17,  1998  comes  almost six months
later than the date required by the Company's by-laws and more than three months
later than the date required by Massachusetts  corporate law. In conformity with
the  requirements of the by-laws,  and in satisfaction of state law, the Company
usually holds its annual meeting on the second Monday in February.  If the Group
Nominees are elected to the Board, the Phalon Group  anticipates the next annual
meeting will be held February 8, 1999, and the related proxy  statement would be
mailed  on or  about  December  24,  1998.  Accordingly,  the  latest  date  for
Stockholders to submit  proposals for inclusion in the Company's proxy statement
will be August 25, 1998.

                      OTHER BUSINESS OF THE ANNUAL MEETING

     The  Phalon  Group is not aware of any  matters  to come  before the Annual
Meeting other than those stated in this Proxy Statement. In the event that other
matters properly come before the Annual Meeting or any adjournment  thereof,  it
is  intended  that  the  persons  named in the  accompanying  proxy  and  acting
thereunder will vote in accordance with their best judgment.

                  OTHER INFORMATION REGARDING THE PHALON GROUP

     As of the date  hereof,  except  for the Phalon  Group,  there are no other
persons other than the Group Nominees who may be considered participants in this
proxy  solicitation  pursuant to the rules and  regulations  of the  Commission.
Copies of the joint  statement of the Phalon Group on Schedule 13D are available
for  inspection and copies may be obtained from the Commission at the same place
and in the same manner as set forth under the caption "ADDITIONAL INFORMATION."

     Except as  otherwise  described in this Proxy  Statement,  no member of the
Phalon  Group,  nor any  associate  of any such  person,  nor to the best of the
knowledge  of the  Phalon  Group,  any of the  Group  Nominees  or any of  their
associates,  (i)  beneficially  owns or has any  right  to  acquire  any  equity
securities of the Company, (ii) owns any securities of the Company of record but
not  beneficially  or (iii) owns  beneficially  any  securities of any parent or
subsidiary  of the  Company.  Except as set forth on  Schedule  II to this Proxy
Statement,  no member of the Phalon  Group nor, to the best of the  knowledge of
the Phalon Group,  any of the Group  Nominees or the other  persons  referred to
above, has effected any transactions in such equity  securities  during the past
two years.

     Except as  otherwise  set forth in this Proxy  Statement,  no member of the
Phalon Group,  the Group  Nominees or any of the  associates of any such persons
has any contract, arrangement, understanding or relationship with another person
with respect to any  securities of the Company,  including,  but not limited to,
any contract,  arrangement, or option arrangements, puts or calls, guarantees of
loans,  guarantees against loss or guarantees of profits,  division of losses or
profits or the giving or withholding of proxies.  No member of the Phalon Group,
nor to the best of the knowledge of the Phalon Group,  any of the Group Nominees
or any associate of such person,  has (i) since May 1, 1996 had any  transaction
with the Company or any of its executive officers,  directors or affiliates that
would require disclosure under the rules of the Commission,  (ii) any agreement,
arrangement or understanding  with respect to future  employment by the Company,
and  (iii)  any  arrangement  or  understanding   with  respect  to  any  future
transactions  to which the Company  will or may be a party,  except as otherwise
disclosed  herein.  Except as set forth  herein,  there  have been no  contacts,
negotiations or  transactions  since May 1, 1996 between the Phalon Group or any
member of the  Phalon  Group,  nor to the best of the  knowledge  of the  Phalon
Group, any of the Group Nominees or any associate of such person and the Company
or its subsidiaries, concerning a merger, consolidation or acquisition, a tender
offer or other acquisition of securities, an election of directors, or a sale or
other transfer of a material amount of assets.

                             ADDITIONAL INFORMATION

     For  information  concerning the beneficial  ownership of securities of the
Company by the Company's management and the principal holders of such securities
and certain other matters relevant to this proxy solicitation, reference is made
to the Company's proxy statement.

     The  information  concerning the Company  contained in this Proxy Statement
has been taken from or based  upon  publicly  available  annual,  quarterly  and
current  reports,  proxy statements and other reports and documents on file with
the Commission and other public sources. Documents filed with the Commission may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission located at 450 Fifth Street, N.W., Washington,  D.C. 20549 and at the
Commission's  regional  offices located at 500 West Madison Street,  Suite 1400,
Chicago,  Illinois 60661 and Seven World Trade Center, 13th Floor, New York, New
York  10048.  Copies  of such  material  can also be  obtained  from the  Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,  D.C.
20549 at prescribed  rates.  Certain  reports and other  information may also be
inspected  at the offices of the National  Association  of  Securities  Dealers,
Inc., 1735 K Street,  N.W.,  Washington,  D.C. 20006. The Company's filings with
the Commission can be accessed at the  Commission's  web site on the Internet at
"www.sec.gov".

                               GENERAL INFORMATION

     Proxies will be solicited by mail, telephone,  telegraph,  telex, facsimile
transmission  and in person.  Proxies  may be  solicited  by the  members of the
Phalon Group and by the Group Nominees.  No such person will receive  additional
compensation for such solicitation.

     In  addition,  the Phalon Group has retained  Mackenzie  Partners  Inc. for
communications, solicitation and advisory services in connection with this proxy
solicitation,  for which it will be paid a fee not to exceed $50,000 and will be
reimbursed for its  reasonable  expenses.  Mackenzie  Partners Inc. will solicit
proxies from  individuals,  brokers,  banks'  nominees  and other  institutional
holders.  It is anticipated that Mackenzie  Partners Inc. will use approximately
twenty-five persons in this proxy solicitation.  

     Banks,   brokerage  houses  and  other   custodians,   nominees  and  other
custodians,  nominees  and  fiduciaries  have  been  requested  to  forward  the
solicitation  materials to the  beneficial  owners of shares of Common Stock and
the Phalon Group will reimburse them for their reasonable and customary fees and
out-of-pocket expenses.

     The total expenditures relating to this proxy solicitation will be borne by
the Phalon Group. Such expenditures,  including fees for attorneys, advertising,
printing,  transportation,  and other costs  incidental to the  solicitation are
estimated to be approximately  $300,000. Of this amount,  approximately $120,000
of costs and expenses  have been  incurred to date.  The Phalon Group intends to
seek  reimbursement  from the  Company  for its costs and  expenses  incurred in
connection with this proxy solicitation if the Group Nominees are elected to the
Board of Directors,  and the Phalon Group believes such  reimbursement  does not
require a vote of Stockholders.

                              VOTING OF PROXY CARDS

     Each share of Common Stock of the Company  entitles  the holder  thereof to
one vote on each proposal and slate of candidates and no votes may be cumulated.
Unless otherwise noted in this Proxy  Statement,  all matters to come before the
Annual  Meeting  require the  affirmative  vote of a majority  of those  shares,
present in person or by proxy and voting at the Annual  Meeting,  to be adopted,
assuming that a quorum is present. A majority of the outstanding shares entitled
to vote must be present in person or  represented by proxy at the Annual Meeting
to  constitute a quorum.  Abstentions  and broker  non-votes  will be treated as
shares  which are present and  entitled to vote for  purposes of  determining  a
quorum but those shares will not be treated as having been voted for purposes of
determining the approval of any matter submitted to the Stockholders,  which may
have the effect of permitting less than a majority of the shares deemed present
for quorum purposes to act on a matter at the Annual Meeting.

     Shares of Common Stock represented by properly executed proxy cards will be
voted  at  the  Annual  Meeting  as  marked,  and  in the  absence  of  specific
instructions  will be voted "FOR" the Group  Nominees and "FOR" the  Stockholder
Proposal  and, in the  discretion  of the persons  named as proxies on all other
matters as may properly  come before the Annual  Meeting and of which the Phalon
Group was not aware a reasonable  time before the date  thereof,  that are to be
presented at the Annual  Meeting,  including all motions for  adjournment of the
Annual Meeting, unless otherwise indicated in this Proxy Statement.  Because the
Phalon Group is soliciting for only five of the eight  director  positions to be
filled at the Annual  Meeting,  nominees of the Board of Directors are likely to
be elected to fill the remaining  positions.  The Phalon Group  anticipates that
the eight nominees from both slates  receiving the greatest number of votes will
be deemed elected as directors.

                         REVOCABILITY OF SIGNED PROXIES

     A proxy  executed  by a holder of shares of Common  Stock may be revoked at
any time before its  exercise  by sending a written  revocation,  by  submitting
another proxy with a later date or by appearing in person at the Annual  Meeting
and voting.  A written  revocation must clearly state that the proxy to which it
relates is no longer  effective and must be executed and delivered  prior to the
time that the action  authorized by the executed proxy is taken.  The revocation
may be delivered either to the Phalon Group,  care of Philip A. Phalon, 40 Salem
Street,  Lynnfield, MA 01940, or to the Company at 100 Domino Drive, Concord, MA
01742,  or to  Mackenzie  Partners  Inc.  at the address set forth in this Proxy
Statement.  Although a revocation or a later dated proxy  delivered  only to the
Company will be  effective,  the Phalon Group  requests  that if a revocation or
subsequent  proxy  is  delivered  to  the  Company  a  photostatic  copy  of the
revocation or subsequent  proxy also be delivered to the Phalon Group so that it
will be aware of such revocation.

     THE  RETURN  OF A SIGNED  AND  DATED  PROXY  CARD  WILL  FULLY  REVOKE  ANY
PREVIOUSLY  DATED PROXY CARD YOU MAY HAVE RETURNED.  THE LATEST DATED PROXY CARD
IS THE ONLY ONE THAT COUNTS.

                                  OTHER MATTERS

     The Phalon  Group is not aware of any matters,  other than those  discussed
herein,  to be considered at the Annual Meeting.  However,  if any other matters
properly  come before the Annual  Meeting,  including  any motion to adjourn the
Annual  Meeting  prior to taking of a vote on the Group  Nominees,  the  persons
named in the proxy card, or their substitutes, will vote in their discretion all
shares of Common  Stock  covered  by proxy  cards with  respect to such  matters
unless  such  discretionary  authority  of the named  proxies is limited by Rule
14a-4(c)(5)  of the  Exchange  Act to  matters  incident  to the  conduct of the
meeting.

     YOUR VOTE IS IMPORTANT.  PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD
PROMPTLY IN THE PREPAID POSTAGE ENVELOPE PROVIDED.

Dated:  June ___, 1998

                                            On behalf of the Phalon Group,


                                            Philip A. Phalon


                                            M. Mahmud Awan






                                   Schedule I

     Set forth below is the name, business address, present principal occupation
and  place  of  employment  of each of the  participants  in this  solicitation.
(Please refer to the notes to Schedule II for  information on the  participants'
beneficial interests in the Common Stock of the Company.)

                                                         Present
Name of Participant          Business Address            Principal Occupation

Philip A. Phalon (1)         40 Salem Street             Self-employed
                             Lynnfield, MA 01940         international marketing
                                                         and business consultant
                                                         and private investor

M. Mahmud Awan               240 Sturbridge Road         Chairman and Chief
                             Charlton City, MA 01506     Executive Officer of
                                                         TechMan International 
                                                         Corporation, a 
                                                         manufacturer of fiber
                                                         optic medical devices 
                                                         and communications 
                                                         systems

Robert B. Bregman            46 Raydon Road Ext.         Sales consultant-
                             York, ME 03109-1625         Nissan of Exeter, NH

William C. Martindale, Jr.   200 Four Falls              Chief Executive Officer
                                 Corporate Ctr.          of Martindale Andres
                             Suite 200                   & Company, Inc., an
                             W. Conshohocken,            investment management
                                 PA 19428-2960           firm

Joseph J. Hansen             221 Follen Road             President of Lexington
                             Lexington, MA  02173-5802   Strategic Associates, a
                                                         strategic management
                                                         consulting firm

Ernest R. Fenton             4 Johns Lane                Self-employed business
                             Lexington, MA  02173        consultant specializing
                                                         in turnaround of
                                                         underperforming
                                                         international 
                                                         businesses

David A.B. Brown             One Boston Place            President of the 
                             Boston, MA  02108           Windsor Group, Inc., a 
                                                         business consulting 
                                                         firm focused on the 
                                                         oil industry and
                                                         international 
                                                         operations


________________
(1) Currently serves as a director of the Company.





                                   Schedule II

     The following  table sets forth  information  with respect to all purchases
and sales of the  Common  Stock of the  Company  by each of the  members  of the
Phalon Group and the Group Nominees, or any associate of any such person, during
the past two years.

 Name and Date                                Number of Shares of Common
                                          Stock Purchased (Sold) within 2 years

 Philip A. Phalon (1)

      2/22/95.............................................500

 M. Mahmud Awan (2)

      8/14/97.............................................100
      8/14/97.............................................100
      8/15/97...........................................1,000
      8/21/97...........................................1,000
      8/29/97...........................................3,000
       9/8/97...........................................2,200
       9/9/97...........................................1,500
      9/12/97...........................................1,000
      9/16/97...........................................1,000
      9/18/97...........................................1,000
      10/1/97...........................................1,500
      10/1/97...........................................1,500
      10/2/97...........................................1,000
      10/3/97.............................................300
      10/3/97...........................................2,000
     10/22/97.............................................500
     11/13/97.............................................500
     11/14/97.............................................500
     11/19/97...........................................1,000
     11/24/97...........................................1,000
      12/1/97...........................................1,000
      12/4/97...........................................1,000
      12/8/97...........................................1,000
     12/10/97...........................................1,000
     12/15/97...........................................1,000
     12/16/97...........................................1,000
     12/18/97...........................................2,500
     12/18/97...........................................3,000
     12/19/97...........................................3,000
     12/19/97...........................................1,000
     12/22/97...........................................2,500
     12/24/97...........................................1,000
     12/26/97...........................................1,000
     12/26/97...........................................1,000
       1/2/98...........................................1,000
       1/2/98...........................................1,000
       1/2/98...........................................1,000
       1/6/98.............................................200
       1/6/98...........................................1,000
       1/7/98...........................................1,000
       1/7/98...........................................2,000
       1/7/98...........................................1,000
       1/9/98.............................................274
      1/12/98...........................................1,074
      1/13/98...........................................1,500
      1/22/98...........................................1,000
      1/22/98...........................................1,500
      1/23/98...........................................1,000
      1/26/98...........................................1,000
      1/26/98...........................................1,500
      1/28/98.............................................730
      1/29/98...........................................3,000
      1/30/98...........................................2,000
      1/30/98...........................................2,000
       2/3/98...........................................1,000 (3)
       2/3/98...........................................2,000 (3)
       2/5/98...........................................2,000 (3)
       2/6/98...........................................1,000 (3)
      2/11/98...........................................2,000
      2/11/98...........................................3,000
      2/17/98...........................................1,000
      2/18/98...........................................2,000
      2/18/98...........................................1,000 (3)
      2/19/98...........................................1,000 (3)
      2/20/98...........................................1,000 (3)
      2/23/98...........................................2,000 (3)
      2/23/98...........................................2,000 (3)
      2/24/98...........................................2,000 (3)
      2/24/98...........................................1,500 (3)
      2/24/98...........................................1,500 (3)
      2/25/98.............................................200 (3)
      2/25/98...........................................2,000 (3)
      2/26/98.............................................500 (3)
      2/27/98...........................................1,000 (3)
      3/16/98.............................................100 (3)
      3/16/98...........................................1,000 (3)
      3/18/98...........................................1,000 (3)
      3/23/98...........................................1,000 (3)
      3/24/98...........................................1,000 (3)
      3/25/98...........................................1,000 (3)
      3/26/98.............................................500 (3)
      3/26/98...........................................1,000 (3)
       4/2/98...........................................3,000 (3)
       4/7/98...........................................3,000
      4/24/98...........................................1,000
      4/28/98...........................................1,000
      4/28/98...........................................1,000
      4/29/98...........................................2,000
      4/30/98...........................................1,000
      4/30/98...........................................1,000
      4/30/98...........................................1,000
       5/1/98...........................................1,000 
       5/2/98...........................................2,000 
       5/4/98...........................................1,000
      5/11/98...........................................1,000 
      5/12/98.............................................100 
      5/12/98.............................................100 
      5/14/98.............................................200 
      5/18/98...........................................2,000 
      5/18/98.............................................100 
      5/26/98...........................................1,000 
      5/20/98...........................................3,000 (3)
      5/28/98...........................................3,000 
      5/29/98.............................................400 

Robert B. Bregman (4).......................................0

William C. Martindale, Jr. (5)

     12/19/96...........................................2,000

Joseph J. Hansen (6)........................................0

Ernest R. Fenton (7)........................................0

David A.B. Brown (7)........................................0


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

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

(3) Indicates date of trade (as compared to settlement date).

(4) Mr. Bregman  beneficially  owns 2,500 shares of Common Stock indirectly (his
wife,  Susan J. Pape,  is the owner of record of such  shares;  Mr.  Bregman has
voting and dispositive power).

(5) Mr.  Martindale  owns 10,000 shares of Common Stock (of which 6,100 he holds
directly,  3,700 he holds in his individual retirement account and 200 are owned
by his wife) and, through  discretion over client accounts,  shares the power to
vote an additional 67,000 shares as to which he disclaims beneficial ownership.

(6) 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, and otherwise
has no beneficial ownership of any Common Stock of the Company.

(7) Mr. Fenton and Mr. Brown have no beneficial ownership of any Common Stock of
the Company.




                                                                       EXHIBIT A

                         COMMONWEALTH OF MASSACHUSETTS

                               COUNTY OF MIDDLESEX
                               THE SUPERIOR COURT

                                                      CIVIL DOCKET #MICV98-02553

Phalon (IMPOUNDED) et al,
         Plaintiff(s)
vs.
Technical Communications Corp. et al,
         Defendant(s)

                              TEMPORARY INJUNCTION

TO:



         Agents, Attorneys and Counselors, and each and every of them,

                                                                       GREETING:

     WHEREAS,  it has been  represented unto us in our SUPERIOR COURT, by Philip
A. Phalon  (IMPOUNDED) M. Mahmud Awan  (IMPOUNDED)  plaintiff(s),  that he, said
plaintiff(s),  has filed a complaint  in our said Court  against  you,  the said
defendant(s)  Technical  Communications  Corp.  pray  for a Writ  of  Injunction
against  you, to restrain you and the persons  before  named from doing  certain
acts and  things in said  complaint  set  forth,  and  hereinafter  particularly
specified and mentioned.

     We,  therefore,  in consideration  of the premises,  do strictly enjoin and
command you the said  defendant(s),  and all and every the persons before named,
be and hereby are ordered to mail a copy of the proxy statement submitted by the
plaintiffs to the SEC to each and every  stockholder  of the  corporation  on or
before June 17, 1998 and further that it shall not provide the plaintiffs with a
copy of the shareholder  list but shall maintain a full and complete list of all
shareholders  to whom the  proxy  statement  has been  sent  and  shall  file an
affidavit  of  compliance  with this order on or before July 3, 1998 and further
the cost of the mailing and copying shall be born by the plaintiffs; and further
we command you said defendants from  implementing the votes taken at the meeting
held on  April  30,  1998  adopting  the  provisions  of GL c 156B,  ss.50A  and
restructing  the terms of the Board of Directors to staggered  terms and further
this order is continued upon the plaintiffs  posting a bond in the amount of Ten
Thousand  Dollars or in lieu  thereof,  depositing  the amount with the Clerk of
court, until the further order of our Court, or some Justice thereof.

     Witness,  Robert A. Mulligan,  at Cambridge,  this 10th day of June, in the
year of our Lord 1998.

                                              /s/ Clerk
                                              Clerk.


                          COMMONWEALTH OF MASSACHUSETTS

MIDDLESEX, ss.                                                  CIVIL ACTION
                                                                No. 98-2553

                             PHILIP A. PHALON et al.
                                   Plaintiffs

                                       v.

                   TECHNICAL COMMUNICATIONS CORPORATION et al.
                                   Defendants

                       MEMORANDUM OF DECISION AND ORDER ON
              PLAINTIFF'S APPLICATION FOR A PRELIMINARY INJUNCTION

     In this  action,  the  plaintiffs  Philip A.  Phalon and M. Mahmud Awan are
seeking injunctive and declaratory relief. The plaintiff Phalon is a stockholder
and director of the defendant  Technical  Communications  Corporation  (TCC),  a
publicly held  Massachusetts  corporation;  the plaintiff Awan is a stockholder.
The defendants Arnold McCalmont,  Herbert A. Lerner,  Robert T. Lessard, Carl H.
Guild,  Mitchell B. Briskin,  Donald Lake and Thomas B. Peoples are directors of
TCC.

     In their complaint,  the plaintiffs allege in Count I a breach of fiduciary
duty resulting from By-Law changes alleged to entrench  themselves in control of
TCC; in Count II breach of fiduciary  duty in refusing to provide a  stockholder
list;  in Count III  violation of  Securities & Exchange  Commission  (SEC) Rule
14a-7, 24 CFR  ss.240.14a-7  and in Count IV seeking a declaration  invalidating
actions  of a  majority  of the  Board of  Directors  on  April  30,  1998.  The
plaintiffs are seeking a preliminary  injunction 1)  restraining  the defendants
from implementing  By-Law changes voted at the April 30th meeting,  2) directing
the  defendant to reconvene  and rescind the By-Law  changes  votes at the April
30th meeting,  3) restraining  the defendants  from filling any vacancies on the
board  and/or  from  taking  any  action to amend the  By-Laws  or  Articles  of
Organization prior to the stockholders  meeting, and 4) directing the defendants
to produce the stockholder list to the plaintiff.

     The defendants TCC,  Arnold  McCalmont,  Herbert A. Lerner,  Carl H. Guild,
Mitchell  B.  Briskin,  and  Donald  Lake1  strenuously  oppose  issuance  of  a
preliminary  injunction  on the grounds that 1) they have "so delayed  coming to
this Court that it would be  inappropriate to grant interim relief'" and 2) that
substantively,  the plaintiffs cannot demonstrate a likelihood of success on the
merits  with  respect to their  request  for  shareholder  information  and with
respect to their claims relating to staggered  terms,  3) the  plaintiff's  have
failed to articulate  any harm and 4) the harm to the  defendants  outweighs any
harm  to  the   plaintiffs.   The  defendants   further  assert  that  "[i]t  is
fundamentally unfair and unlawful for Mr. Phalon, a current director of TCC with
a clear fiduciary duty and duty of loyalty to TCC, to be seeking to attack it in
this way." The  defendants  noted that "Mr.  Phalon has  flouted  his duty under
federal  securities  laws to maintain  the  confidentiality  of this  non-public
information."2

                           The plaintiff's Allegations

     According  to the  verified  complaint,  TCC was  founded by the  defendant
Arnold  McCalmont.  The plaintiff  Phalon  asserts that McCalmont has maintained
pervasive  control of TCC's board of directors and that he, Phalon,  is the lone
dissenting director. According to the complaint, McCalmont's control over TCC is
reflected by the fact that  McCalmont's sons James and Marc were employed by TCC
and,  until  recently,  James had been a director.  According to the  complaint,
McCalmont arranged for TCC to invest in Net2Net Corporation,  a business founded
by his son Stephen.3

     In late 1997, Gadsby & Hannah was retained by the board of directors of TCC
to  investigate  certain  individual  officers,  directors  and employees of TCC
relating to matters  occurring  in 1988.  As a result of that  investigation,  a
report was  submitted to the  directors at its meetings on December 11, 1997 and
on  January 8,  1998.  A written  report  known as the  Slavitt  report was made
available  to the  directors at the January 11th  meeting.  However,  individual
directors were not permitted to retain a copy.  According to Phalon, the Slavitt
report included  findings of improprieties  and  recommendations  which included
seeking  restitution  from James  and/or  Arnold  McCalmont  for the cost of the
investigation,  removal  of Arnold  McCalmont  as a  director,  removal of James
McCalmont as a director,  and disclosure of the results of the  investigation as
legally required.

     At the  January  8th  meeting,  a  majority  of the board  voted to approve
granting a release to Arnold  McCalmont  conditioned  upon his  agreement not to
stand for re-election as a director.  Arnold  McCalmont was one of the directors
voting in favor of the release.  The plaintiff Phalon and one other board member
voted against it. At a board meeting on January 9, 1998, a majority of the board
voted to accept the  resignation  of James  McCalmont as an officer and director
upon terms and  conditions  which  included  the  condition  that TCC give James
McCalmont a limited release from liability  covering the matters  referred to in
the Slavitt report.  The defendant  Arnold McCalmont voted in favor of accepting
the resignation and its terms and conditions. The plaintiff Phalon and one other
board member voted against it.

     According to the Phalon affidavit,  a draft 1997 annual report on Form 10-K
was prepared and circulated. TCC's President and Chief Financial Officer refused
to sign the Form  10-K  because  it did not  adequately  disclose  findings  and
recommendations  included in the Slavitt  report.  The Chief  Financial  Officer
stated he would not sign the Form 10-K unless he was afforded an  opportunity to
review the Slavitt report. His review of the Slavitt report was conditioned upon
his signing a confidentiality  agreement. The Chief Financial Officer refused to
sign the  agreement.  On January  14,  1998,  a majority  of the board  voted to
terminate the employment of the Chief Financial  Officer.4 The plaintiff  Phalon
and one board member voted  against the  termination.  On January 26, 1998,  the
plaintiff  refused to sign the Form 10-K. After some  discussion,  the president
did sign the Form 10-K.5 At a meeting on February  13,  1998,  a majority of the
board voted to terminate the president.  The plaintiff Phalon voted against this
termination as well.

     At the meeting on January 26, 1998, the plaintiff Phalon after advising the
board of his objection to actions taken by the board  informed the board members
that he would not stand for re-election with the incumbent board.

     On April 3, 1998,  the  plaintiffs  Phalon and Awan and two others  filed a
joint statement with the Securities & Exchange  Commission (SEC) disclosing that
they had formed a group to consider the costs and benefits of a proxy contest to
replace at least a majority of the board with nominees selected by the group. On
April 8, 1998, the plaintiff Phalon wrote to TCC,  attention of Edward E. Hicks,
Clerk,  demanding  pursuant to G.L.  c. 156B,  ss. 32, to inspect and copy TCC's
stock and  transfer  records  including  its most recent  list of  stockholders.
According  to his  letter,  "[t]he  purpose  of this  demand  is to enable me to
identify and  communicate  with my fellow  stockholders  on matters  relating to
their  investment  in the Company and the affairs of the Company,  including the
solicitation of written proxies from stockholders  pursuant to Rule 14a-11 under
the 1934 Act6." By letter  dated  April 13,  1998,  Edward E.  Hicks,  as clerk,
requested  clarification  of Phalon's request as to the capacity in which he was
requesting the list, i.e. as a stockholder or director. Phalon was also reminded
"as a director of the Corporation [you] have broad ranging fiduciary duties that
include duties of care, loyalty, and in significant respects,  confidentiality."
Hicks continued,  "We would expect that any information provided to you would be
delivered in confidence and would be utilized by you in your fiduciary capacity,
keeping in mind your duties to stockholders  generally rather than to a separate
group with its own  interests  and agenda."  Hicks  stated that the  Corporation
would probably require a confidentiality agreement be executed. Hicks concluded,
"Of course,  in this  instance,  you and we also would want to consider  whether
your actions in a  non-fiduciary  capacity are consistent  with your  continuing
fiduciary obligations to the corporation." Under cover of letter dated April 24,
1998,  a  proposed  confidentiality  agreement  was  sent to  Phalon's  counsel.
Phalon's counsel notified TCC's counsel that although Phalon  acknowledged  that
he would only use the list for a proper  purpose,  the  proposed  agreement  was
objected to and  regarded as  interference  with  Phalon's  "absolute"  right of
access to the  stockholder  list.  Phalon did not  execute  the  confidentiality
agreement. The stockholder list has not been provided.

     On April 29, 1998, the plaintiffs wrote to TCC demanding that a date be set
for the annual  stockholders  meeting.  TCC's  By-Laws  provide  that the annual
meeting of  stockholders  be held on the second Monday in February.  The meeting
had not been held and an annual meeting had not been scheduled as of the date of
the  plaintiffs'  demand.  On April 30, 1998, at a regular meeting of the board,
the board  voted to hold the  annual  meeting on July 17,  19987 with  notice to
stockholders  of record as of May 29, 1998. At the same  meeting,  a majority of
the board  voted to adopt  By-Law  amendments  adopting  a  classified  Board of
Directors with three classes of Directors whose staggered three year terms would
expire in 1998, 1999 and 2000  respectively.8 The plaintiff Phalon voted against
these By-Law  changes.  As a result of that vote,  Phalon's term expires in 1998
and McCalmont's  expires in 1999. The board also voted to adopt a By-Law "opting
into" GL. c. 156B, ss. 50A requiring a vote of 40% of the outstanding  shares to
hold a special meeting.  Three director  vacancies were filled with the election
of the defendants Briskin,  Lake and Peoples,  all of whom, according to Phalon,
have business relationships with the defendant McCalmont.

     Following  filing  of  this  action,  the  plaintiff's  submitted  a  proxy
statement  pursuant to Section 14(a) of the Securities & Exchange Act of 1934, a
copy of which was filed with the court.




                            The Defendants' Response

     The  defendants  respond that the events dating back to 1988 are irrelevant
to the demand for injunctive relief,  the new directors are "truly  independent"
and the  plaintiffs'  attempt to portray them  otherwise is based on hearsay and
unsubstantiated rumor and should be disregarded.  Furthermore,  TCC has reported
all evidence of possible  wrongdoing  to the SEC and the plaintiff has committed
"serious acts of indiscretion by revealing confidential,  non-public information
he obtained as a Director."

                                   Discussion

     "[W]hen  asked to  grant a  preliminary  injunction,  the  judge  initially
evaluates  in  combination  the  moving  party's  claim of injury  and chance of
success  on the  merits.  If the judge is  convinced  that  failure to issue the
injunction  would subject the moving party to a substantial  risk of irreparable
harm,  the judge  must  then  balance  this risk  against  any  similar  risk of
irreparable  harm which  granting the  injunction  would create for the opposing
party.  What matters as to each party is not the raw amount of irreparable  harm
the party might conceivably suffer, but rather the risk of such harm in light of
the  party's  chance of success on the merits.  Only where the  balance  between
these  risks  cuts in favor of the  moving  party may a  preliminary  injunction
properly issue."  Packaging  Indus.  Group,  Inc. v. Cheney,  380 Mass. 609, 617
(1980).  Accord Planned  Parenthood League of Mass., Inc. v. Operatzon  Resctie,
406 Mass. 701, 710 (1990)." Ashford v. Massachusetts Bay Transp.  Authority, 421
Mass. 563, 564 n.3 (1995).

                                Stockholder List

     General  Laws c. 156B,  ss. 32, as  inserted by  St.1964,  c. 723,  Sec. 1,
provides, in pertinent part:

         If any  officer or agent of a  corporation  having  charge of ...  [the
         corporation's  stock and transfer records] refuses or neglects to . . .
         produce for examination a list of stockholders  with the record address
         and  amount  of stock  owned by each,  he or the  corporation  shall be
         liable to any stockholder for all actual damages sustained by reason of
         such  refusal or neglect,  but in an action for damages or a proceeding
         in equity  under this  section  for  neglect or refusal to exhibit  for
         inspection the stock and transfer records, it shall be a defen[s]e that
         the actual purpose and reason for the inspection sought are to secure a
         list of  stockholders  or other  information for the purpose of selling
         said list or  information  or copies thereof or of using the same for a
         purpose other than in the interest of the applicant,  as a stockholder,
         relative to the affairs of the corporation.

The plaintiff  Phalon's right to a stockholder  list is not "absolute" under GL.
c.  156B,  ss.32 but  rather  is  limited  to the  interest  of the  stockholder
"relative to the affairs of the  corporation."  Shabshelowitz  v. Fall River Gas
Co., 412 Mass. 259, 265 (1992) affirming Shabshelowitz v. Fall River Gas Co., 30
Mass.App.Ct. 769, 771 (1991). In Shabshelowitz, the stockholder sought access to
the stockholder  list solely for private  investment  concerns,  i.e. to solicit
other  shareholders to sell their stock.  In this instance,  the plaintiffs have
demonstrated  that the demand for access to stockholder  information was related
to their dispute with the control and governance of the  corporation and for the
purpose of soliciting proxies.

     Similarly,  Rule 14a-7 does not confer an "absolute"  right to  stockholder
information.  As noted  at  pages  10-l l of  TCC's  opposition,  Rule  14a-7(a)
requires  that certain  pre-requisites  are met. Two of those  requirements  are
acknowledged to have been met in this case (i.e the company is in the process of
a proxy  solicitation  and Phalon  owns a class of shares  which can vote at the
upcoming  meeting).  The  third  is  more  problematic  to the  plaintiff  since
materials to be sent to shareholders were not made available to TCC. Recognizing
the  deficiency,  the  plaintiff  has  sought to cure the same by filing a proxy
statement with the SEC.

     The  plaintiffs  have  demonstrated  a reasonable  likelihood of success on
their demand for access to the list of current  stockholders.  Delay in granting
relief would  foreclose the  plaintiffs  from  communication  with  stockholders
concerning solicitations for their proxies and for consideration as an alternate
recipient of stockholder  proxies.  Any remedy at law would be unable to redress
such a loss.  See Modern  Continental  Const.  Co.,  Inc. v.  Braintree  Housing
Authority,  391 Mass. 829 (1984); E.R. Holdings, Inc. v. Norton Co., 735 F.Supp.
1094,  1100  (D.  Mass.  1990).  Potential  harm to the  defendant  TCC from the
disclosure of the list of  stockholders  can be obviated by requiring that proxy
materials submitted by the plaintiff be mailed to stockholders by TCC.

                                By-Law Amendments

     As disputed the facts and motivations  may be, there are significant  facts
which are not disputed.  There was an  investigation.  There were  improprieties
involving the son of the defendant McCalmont. As a director, McCalmont voted for
measures directly affecting himself and his son. The plaintiff Phalon refused to
vote in favor of the measures in dispute.  Phalon refused to sign the Form 10-K.
The Chief Financial Officer who refused to sign the Form 10-Kwas terminated. The
Form 10-K  includes  disclosure  of the review  contained in the Slavitt  report
which is minimal at best. Phalon, together with other dissatisfied stockholders,
is challenging the present control and governance of TCC. It was in this context
that the board voted to reverse the 1990 vote opting out of GL. c. 156B,  ss.50A
and to reconstitute TCC's board.  Significantly,  under the reconstituted board,
Phalon's term expires in 1998 while McCalmont's does not expire until 1999.

     Section 50A clearly expresses a preference for staggered boards. Equally as
clear and undisputed is the fact that the TCC board voted on May 24, 1990 not to
have a board with staggered terms, a decision  authorized  expressly in ss. 50A.
Faced with a dissenting director and rumblings of a shareholder proxy challenge,
the majority of the board sought  refuge in a staggered  board as voted on April
29, 1998. The context  compromises the validity of the vote  particularly  since
there  are a series  of votes in which at least one  director  voted  concerning
matters directly  affecting himself and his son. That context does not disappear
because the statute authorized the vote taken.

     "Under  Massachusetts  law,  officers and directors owe a fiduciary duty to
protect the interests of the corporation they serve. Cecconi v. Cecco, Inc., 739
F.Supp.  41, 45 (D.Mass.1990).  Senior executives are considered to be corporate
fiduciaries  and to owe  their  company a duty of  loyalty.  Chelsea  Indus.  v.
Gaffney, 389 Mass. 1, 11 - 12 (1983).  Corporate  fiduciaries are required to be
loyal to the  corporation and to refrain from promoting their own interests in a
manner injurious to the corporation.  Seder v. Gibbs, 333 Mass. 445, 453 (1956).
Johnson v.  Withowski,  30  Mass.App.Ct.  697, 705 (1991).  Orsi v. Sunshine Art
Studios,  Inc.,  874  F.Supp.  471,  475  (D.Mass.1995).  See Pepper v.  Litton,
308-U.S.  295, 311 (1939). The prohibition  against  self-dealing on the part of
corporate  fiduciaries requires that the corporation receive the full benefit of
transactions in which an officer engages on the  corporation's  behalf,  without
thought to personal gain;  this is part of the bargain upon which investors rely
when they purchase a corporation's  stock. See Enstar Group, Inc. v. Grassgreen,
812 F.Supp.  1562,  1570-1571  (M.D.Ala.1993).  For that reason,  a contract for
personal  gain which  could  cause a  corporate  fiduciary  to breach his or her
fiduciary  duty  of  loyalty  to  the   corporation  is  generally  held  to  be
unenforceable  as against public policy.  See Colonial  Operating Co. v. Poorvu,
306 Mass. 104, 107-108, 27 N.E.2d 704 (1940);  Odman v. Oleson, 319 Mass. 24, 26
(1946);  Dynan v. Fritz,  400 Mass. 230,  242-243  (1987);  Childs v. RIC Group,
Inc., 331 F.Supp.  1078, 1084  (N.D.Ga.1970).  See also Restatement  (Second) of
Contracts  ss. 193 (1981) ("A  promise by a fiduciary  to violate his  fiduciary
duty or a promise  that tends to induce such a  violation  is  unenforceable  on
grounds  of  public  policy").  Accordingly,   Massachusetts  courts  vigorously
scrutinize self-interested transactions involving corporate fiduciaries.  Boston
Children's  Heart  Foundation,  Inc.  v.  Nadal-Ginard,  73 F.3d  429,  433 (1st
Cir.1996)...." Geller v. Allied-Lyons PLC, 42 Mass.App.Ct.  120, 122-123 (1997).
Directors  cannot take  advantage of their  official  position to manipulate the
corporation  in order to secure or  perpetuate  their  control.  See Andersen v.
Albert & J.M.  Anderson Mfg Co.,  325 Mass.  343,  347 (1950)  (Manipulation  of
stock). "Such action constitutes a breach of their fiduciary  obligations to the
corporation  and a willful  disregard of the rights of the other  stockholders."
Id. and cases cited.

     The  plaintiffs  have  demonstrated  a reasonable  likelihood of success on
their claim that the By-Law  change voted on April 29, 1998 was a  "manipulative
device"   designed  to  prevent  a  meaningful   proxy   contest  by  dissenting
shareholders in willful-disregard of the rights of other shareholders.

     Allowing the By Law to remain in effect  pending a final  determination  of
the merits of the  plaintiffs  claim  would  result in  irreparable  harm to the
plaintiffs.  To allow the By Law to control the  proceedings  at the next annual
meeting would "substantially  chill, if not freeze in its tracks, any continued"
proxy contest or inquiring  into the control and governance of TCC by dissenting
shareholders.  See San Francisco Real Estate Investors v. Real Estate Investment
Trust,  701 F.2d 1000,  1002 (1S' Cir.,  1983).  The  defendants  have failed to
demonstrate that they will suffer  comparable or greater harm if  implementation
of the By-Law is delayed.

                             Delay in Seeking Relief

     "Unexplained  delay in seeking  relief for allegedly  wrongful  conduct may
indicate  an  absence  of  irreparable   harm  and  may  make  an  injunction[21
Mass.App.Ct.  495] based upon that conduct  inappropriate.  See USAchem, Inc. v.
Goldstein,  512 F.2d 163, 168- 169 (2d Cir.1975);  KlauberBros.  v. Lady Marlene
Brassiere  Corp.,  285  F.Supp.  806,  808  (S.D.N.Y.1968);  11 Wright & Miller,
Federal  Practice & Procedure:  Civil Sec.  2948,  at 438  (1973)."  Alexander &
Alexander, Inc. v. Danahy, 21 Mass.App.Ct.  488, 495 (1986). Phalon's demand for
access to the stockholder list was made on April 8, 1998.  Although advised that
TCC would require a confidentiality  agreement, that agreement was not forwarded
to the  plaintiff  until  April  24,  1998.  "The  delay  here  was not  without
justification, however." Id. "[W]hat delay there was not so egregious as to form
the basis for denial of any  injunctive  relief.  Parties to a business  dispute
deserve  praise,  not penalty,  for  attempting to negotiate  their  differences
before knocking on the courthouse door." Id.

                                      Order

     For the foregoing  reasons,  the plaintiff's  application for a preliminary
injunction is ALLOWED. Pending further order of this court:

     1.   The defendant Technical Communication Corporation shall mail a copy of
          the proxy statement submitted by the plaintiffs to the SEC to each and
          every stockholder of the corporation on or before June 17, 1998;

     2.   The defendant  Technical  Communication  Corporation shall not provide
          the plaintiffs with a copy of the shareholder  list but shall maintain
          a full  and  complete  list  of all  shareholders  to whom  the  proxy
          statement has been sent and shall file an affidavit of compliance with
          this order on or before July 3, 1998;

     3.   The cost of the mailing and copying  shall be born by the  plaintiffs;
          and

     4.   The defendants shall be enjoined from  implementing the votes taken at
          the meeting held on April 30, 1998  adopting the  provisions  of GL c.
          156B,  ss.50A and restructuring the terms of the Board of Directors to
          staggered terms.

     5.   This order is conditioned  upon the  plaintiffs  posting a bond in the
          amount of Ten Thousand  Dollars or, in lieu thereof,  depositing  that
          amount with the Clerk of Court.


                                              /s/ Regina L. Quinlan
                                              Regina L. Quinlan
                                              Associate Justice of the Superior
                                              Court


Date:  June 9, 1998


__________________________
1 The  defendants  Briskin,  Peoples and  Lessard  were not  represented  at the
hearing on the plaintiff's application for a preliminary injunction.

2 Documents  submitted in this action were, given the nature of the allegations,
impounded. The parties have agreed that the impoundment order should continue.

3 The  investment  in Net2Net and  relationship  between its  president  and the
defendant McCalmont is disclosed at page AR-18 of TCC's Form 10-K.

4 According to the SEC filing Form 8-K of TCC, the Chief  Financial  Officer was
terminated  on January 14, 1998 and the defendant  Lerner,  a director and TCC's
Treasurer  assumed the duties of the Chief  Financial  Officer until a successor
was chosen.

5 The Form 10-K includes the following disclosure at page 10:

          On December 12, 1997,  the Board of  Directors  announced  that it has
          undertaken  an internal  review of certain of its  historical  service
          contracts.  On January 13, 1998 the Company announced that the results
          from its  internal  review  concluded  that  certain of the  Company's
          internal  approval  and  control   procedures  were  not  followed  in
          connection with such contracts.  However, the Company does not believe
          that this will result in a material  liability or asset  impairment to
          the Company or  otherwise  have any material  effect on the  financial
          position or results of operations of the Company.

  The Form 10-K was signed by Roland S. Gerard as President and Chief  Executive
  Officer and by the defendants McCalmont, Guild, Lessard and Lerner.

6 Securities Exchange Act of 1934.

7 According to the Phalon  Affidavit,  the meeting was  scheduled for July 14th.
Parties agreed the meeting is scheduled for July 17th.

8 According to a corporate vote taken on May 24, 1990,  TCC's directors voted to
exempt TCC from the provisions of the then newly enacted GL. c. 156B, ss. 50A.


                          COMMONWEALTH OF MASSACHUSETTS

                                  APPEALS COURT

                                                             98-J-436

                           PHILIP A. PHALON & another

                                       vs.

                 TECHNICAL COMMUNICATIONS CORPORATION, & others.

                                      ORDER


     After reviewing those papers presented which I deemed pertinent and hearing
argument of the parties,  I conclude  that the  petitioners'  request for relief
should be denied.  The  preliminary  injunction  is not based upon an  erroneous
refusal to  recognize  the  petitioners'  rights  under G. L. c.  156B,  section
50A(a).  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(a).  Accordingly,  the petition for relief  brought  under G. L.
c.231, section 118, first par., is denied.


                                                    By the Court (Perretta, J.)

                                                    /s/Assistant Clerk
                                                    Assistant Clerk

Entered: June 18, 1998





                      TECHNICAL COMMUNICATIONS CORPORATION
                  PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
                                  July 17, 1998
     THIS PROXY IS SOLICITED ON BEHALF OF PHILIP A. PHALON, M. MAHMUD AWAN,
                ROBERT B. BREGMAN AND WILLIAM C. MARTINDALE, JR.


     The  undersigned  hereby  authorizes  and appoints  Philip A. Phalon and M.
Mahmud Awan,  and each of them, as proxies with full power of  substitution,  to
vote all shares of Common Stock of TECHNICAL COMMUNICATIONS  CORPORATION held of
record on May 29, 1998 by the  undersigned at the Annual Meeting of Stockholders
to be held at 10:00 a.m.  Eastern Time on July 17, 1998, and any  adjournment or
postponement thereof.

     This proxy when properly  executed will be voted (i) as directed below, or,
in the  absence of such  direction,  this proxy will be voted FOR the  specified
nominees in Proposal 1 and FOR the Stockholder Proposal in Proposal 2 and (ii)
in  accordance  with the  judgment of the proxies  upon other  matters  that may
properly come before said meeting or any adjournments or postponements thereof.

A VOTE FOR PROPOSALS NO. 1 AND NO. 2 IS STRONGLY RECOMMENDED.
(Continued and to be signed on reverse side)
___________________________________________________________________________

PROPOSAL 1 - Election of Philip A.  Phalon,  M. Mahmud  Awan,  Joseph J. Hansen,
Ernest R. Fenton and David A.B. Brown as directors


___ FOR all nominees listed                       ___ WITHHOLD AUTHORITY to vote
    as follows:

(INSTRUCTION:  To withhold authority to vote      Nominees:
for any individual nominee(s), write the name(s)  Philip A. Phalon
of such nominee(s) on the line below.)            M. Mahmud Awan
                                                  Joseph J. Hansen
                                                  Ernest R. Fenton
____________________________________              David A.B. Brown
 
 


_______________________________________________________________________________

PROPOSAL 2 - Stockholder  Proposal (to revoke the Board of Director's  action to
classify the Board into three (3) classes having staggered terms)

___ FOR                    ___ AGAINST                               ___ABSTAIN

                                                                               


PLEASE SIGN,  DATE AND RETURN THIS PROXY  PROMPTLY  USING THE ENCLOSED  ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

This Proxy must be signed exactly as             Dated: _____________, 1998
the name of the Stockholder(s) appears
on this card.                                    Signature:____________________

                                                 Signature:____________________
                                                             (if held jointly)