Exhibit 10.2 OEM Manufacturing Agreement

RELM may desire from time to time during the term hereof to purchase Products (as defined herein) from HYT and HYT may desire to sell Products to RELM, upon the terms and conditions set forth herein below.

NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:

(a) "Affiliate" of any Person means any other Person Controlling, Controlled by or under common Control with such Person.

(b) "Control" and all derivations thereof means the ability to either
(i) vote, directly or indirectly, fifty (50%) percent or more of the voting interests in any Person or (ii) direct the affairs of another, whether through voting power, contract or otherwise.

(c) "Person" means any natural person, any governmental authority or agency and any entity, including corporations, partnerships, joint ventures, limited liability companies, joint stock companies, trusts, estates, companies and associations, whether organized for profit or otherwise.

3.1. HYT shall deliver the Products purchased hereunder FOB to the location designated by RELM. HYT shall arrange the shipping method, shipping carrier and insurance applicable to each shipment for delivery to a location specified by RELM. Title to the Product and risk of loss or damage for the Product shall pass from HYT to RELM upon delivery at the location designated by RELM. HYT is responsible for importation and all duties and taxes. HYT shall provide RELM with an estimated delivery and shipment schedule for each Purchase Order.

3.2. RELM may, within fourteen (14) days of receipt of any ordered Product units at its ship-to destination, notify HYT in writing of rejection of any Product units which do not comply with the Specifications. RELM may return such rejected units to HYT at HYT's expense and risk.

products in accordance with the payment terms specified in section 5 of this agreement. RELM may resell the products at such prices and on such terms as RELM shall determine.

7.1. Catastrophic Failure. A catastrophic failure is a material failure of a Product due to a single cause or any material, component or part therefore in an amount exceeding ten percent (10%) of the total units shipped under this Agreement. In case of catastrophic failure, HYT shall repair affected units of Product at its expense. RELM shall inform HYT in writing of all catastrophic failures.

7.2. Indemnity. HYT shall be responsible for and agrees to indemnify RELM and hold RELM harmless from and against all third party claims, demands and causes of action (including claims relating to compliance with all applicable labor laws of the jurisdiction in which the Product is manufactured) for direct damages (including reasonable legal fees and expenses) for personal injuries or damage to tangible property (other than Product) directly resulting from the willful misconduct or negligent acts or omissions of HYT in the manufacturing of the Product or from any and all claims that the Products infringe on the products or intellectual property of any third party. RELM agrees to notify HYT as soon as practical of any third party claim, demand or cause of action for which RELM will request indemnification from HYT. RELM will provide HYT with the information and assistance reasonably requested by HYT to defend such claim, demand or cause of action.

8.1. The information supplied by one party to the other under this Agreement which is marked or otherwise designated in writing to be of a proprietary or confidential nature ("Confidential Information") shall be kept confidential by the receiving party for a period of two (2) years following expiration of this Agreement. Except as otherwise specified in writing, the receiving party shall: (a) treat and protect the terms and provisions of this Agreement and all information, documentation, and know-how received as Confidential Information; (b) not reproduce (except in a manner and purpose consistent with the purpose of this Agreement) Confidential Information in whole or in part; and, (c) use Confidential Information only in conjunction with its performance hereunder or its use of the Products.

8.2 Neither party shall forward or disclose any Confidential Information of the other party to any third party without the prior written consent of the other party, except that

nothing herein shall preclude a party from disclosing such information to any Affiliate of such party with a need to know such information. Notwithstanding the foregoing, neither party shall have any obligation with respect to any information of the other party which: (a) was previously known by or is independently and demonstrably developed at any time by the receiving party without any connection with the information received; (b) at any time becomes a matter of public knowledge or literature without any act or negligence by the receiving party; or (b) is at any time lawfully received by the receiving party from a third Person under circumstances permitting its disclosure to others.

8.3 Each party shall take the same actions and utilize the same precautions in preventing unauthorized disclosure of the other party's Confidential Information as it uses with regard to its own Confidential Information, which shall in no event be less than reasonable care.

8.4 In the event of termination of this Agreement for any reason, both parties shall return or destroy and certify to the other party the return or destruction of all Confidential Information and reproductions thereof. Notwithstanding the foregoing, RELM may retain certain confidential or proprietary information for an agreed period of time for the sole purpose of servicing the Product after which time RELM shall then return such information to HYT.

9.1 This Agreement shall be for a term commencing on the date of this Agreement and ending five years thereafter, unless extended by the HYT and RELM in writing.

9.2 Either party may by written notice to the other party terminate this Agreement with immediate effect if the other party has committed a substantial and material breach of this Agreement and, after receipt of written notice from the other party specifying the breach, the breach is not rectified within a time period which shall be reasonable taking into account previous technical and other relevant conditions; provided, however, that such time period shall not be less than fifteen (15) days for corrective actions involving the payment of money and thirty (30) days for all other purposes.

9.3 The acceptance of any Purchase Order from, or the sale of any Product to, RELM after the termination or expiration of this Agreement shall not be construed as a renewal or extension thereof, nor as a waiver of termination but, in the absence of a new fully executed written agreement, all such transactions shall be governed by provisions identical with the provisions of this Agreement.

HYT: Shenzhen Hyt Science & Technology Company, LTD.
At R2-A 1/F Shenzhen High-Tech Industrial Park Shennan Road

         Shenzhen, China 518057
         Attention: Chen Quing Zhou - President
         Phone: 0755-6972-999
         Fax: 0755-6970-899

RELM:    RELM WIRELESS CORPORATION
         at 7100 Technology Drive
         West Melbourne, Florida 32904
         Attention: President & Chief Executive Officer or
                    Vice President & Chief Financial Officer
         Phone: (321) 984-1414
         Fax: (321) 984-0168

14.1 The validity, performances and all matters relating to the interpretation and effect of these terms and the Agreement and any amendment thereto shall be governed by the laws of the State of Florida without reference to its rules with respect to conflict of laws. The parties agree to the exclusive venue and jurisdiction of the state and federal courts located in Brevard County, Florida.

14.2 If any controversies or disputes arise out of or relating to this Agreement, the parties shall first make efforts to resolve and settle the same through a good faith negotiation initiated within ten (10) days of receipt of written request for same by either party to the other. If no resolution of such controversy or dispute is reached within sixty (60) days of the original request (or by such other date as the parties may agree in writing), then either party may such controversy or dispute in binding arbitration.

14.3 The parties irrevocably agree that all disputes arising out of or in connection with this Agreement shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration

Association ("AAA") in Brevard County, Florida. The parties agree to use the "special expedited procedures" of the AAA. The arbitrator shall be selected by the parties, but if the parties are unable to reach agreement on selection of the arbitrator within seven (7) days after the date on which the notice of arbitration is sent to the parties to the arbitration, then the arbitrator will be selected in accordance with the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator shall be final, binding and conclusive upon the parties and their respective administrators, executors, legal representatives, heirs, successors and permitted assigns, and may be entered in any court of competent jurisdiction. All questions as to the meaning of the provisions of this paragraph, or as to the ability to arbitrate any dispute under this paragraph shall be resolved by the arbitrators, shall be absolutely binding, and not subject to judicial review. The costs and expenses of arbitration shall be borne by the non-prevailing party.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duty authorized representatives as of the dates set forth below.

Shenzhen HYT Science & Technology, LTD.     RELM Wireless Corporation

By:    /s/Chen Quing Zhou                   By:    /s/David P. Storey
    ---------------------------------           --------------------------------
Name: Chen Quing Zhou                       Name: David P. Storey

Title: President & Owner                    Title: President & CEO

Date: September 11, 2001                    Date: September 11, 2001

Witness: ____________________________       Witness: ___________________________

Witness Name: _______________________       Witness Name: ______________________

Exhibit 10.3

SEP 20 2001

IN THE OFFICE OF

       /s/ Dean Heller
DEAN HELLER SECRETARY OF STATE

CERTIFICATE OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

RELM WIRELESS CORPORATION

RELM WIRELESS CORPORATION, a corporation organized and existing under the Nevada General Corporation Law (the "Corporation"), does hereby certify as follows:

1. The Articles of Incorporation of the Corporation are hereby amended by deleting Article Fifth in its entirety and substituting the following in lieu thereof:

FIFTH:

The aggregate number of shares which the corporation shall have authority to issue is 20,000,000 shares of common stock, par value $0.60 per share, and 1,000,000 shares of preferred stock, par value $1.00 per share. Any and all shares of stock may be issued, reissued, transferred or granted by the board of directors, as the case may be, to persons, corporations, and associations, and for such lawful consideration, and on such terms, as the board of directors shall have the authority to issue pursuant to the Nevada Revised Statutes and the Bylaws of the corporation. The board of directors shall have the authority to set, by resolution, the particular designations, preferences and the relative, participating, optional, voting or other rights and qualifications, limitations or restrictions of any class of stock or any series of stock within any class of stock issued by this corporation.

No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of any shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of

the corporation; and any and all of such rights and options may be granted by the board of directors to such persons, firms, corporations, and associations, and for such lawful consideration, and on such terms, as the board of directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

2. This amendment to the Articles of Incorporation was duly adopted in accordance with the provisions of Section 78.390 of the Nevada General Corporation Law. The amendment was approved by the stockholders, the number of votes cast was sufficient for approval. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed and attested by its duly authorized officers, this 22 day of August, 2001.

RELM WIRELESS CORPORATION

                                           By /s/ David P. Storey
                                             -----------------------------
                                                  David P. Storey, President and
                                                  Chief Executive Officer

ATTEST:

  /s/ W.P. Kelly
------------------------------
William P. Kelly, Secretary

[CORPORATE SEAL]

STATE OF NEVADA
Secretary of State
I hereby certified that this is a true and
complete copy of the document as filed
in this office

SEP 21 2001

By /s/ Dean Heller
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