REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
Optelecom, Inc.

We have audited the accompanying balance sheets of Optelecom, Inc. as of
December 31, 1994 and 1993 and the related statements of income, stockholders'
equity and cash flows for the years then ended. We have also audited the
schedule listed in the accompanying index as of and for the years ended December
31, 1994 and 1993. These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and schedules are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements and
schedule. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statements and schedule. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Optelecom, Inc. at December 31,
1994 and 1993, and the results of its operation and its cash flows for the years
then ended in conformity with generally accepted accounting principles.

Also, in our opinion, the schedule presents fairly, in all material respects,
the information set forth therein.

As discussed in Note 9 to the financial statements, the Company changed its
method of accounting for income taxes in 1993.

BDO Seidman, LLP

Washington, DC
March 10, 1995