769874--5/1/2006--REMEC

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We cannot assure you of the exact amount or timing of any future distribution to our shareholders under the Plan of Dissolution. Our common stock is continuing to trade even though we are in the process of liquidation and liquidating distributions, if any, may be below any trading price. We may not be able to settle all of our obligations to creditors and resolve all of our outstanding litigation. Some of our customers have filed or may file for breach of contract and breach of express and implied warranties with regard to products sold by the Company. We will continue to incur claims, liabilities and expenses that will reduce the amount available for distribution out of the liquidation to shareholders. We may be subject to final examinations by taxing authorities across various jurisdictions which may impact the amount of taxes that we pay and the ultimate distributions to our shareholders Distribution of cash out of the liquidation, if any, to our shareholders could be delayed. If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, each shareholder could be held liable for payment to our creditors of his or her pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such shareholder. We will continue to incur the expenses of complying with public company reporting requirements. Our Board of Directors may at any time turn management of the liquidation of REMEC, Inc. over to a third party, and some or all of our directors may resign from our board at that time.

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769874--5/1/2006--REMEC_INC