SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

EGAMES, INC.
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and 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:

[LOGO]

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

October 9, 199819047-1811

November 2, 1999

Dear Shareholder:

You are cordially invited to attend the 19981999 Annual Meeting of
Shareholders of RomTech,eGames, Inc. (the "Company") which will be held at 2:00 p.m.
(Philadelphia time)Eastern Standard Time on November 18, 1998Wednesday December 8, 1999 at the Company's executive offices
located at 2000 Cabot Boulevard, Suite 110,Sheraton Bucks
County, 400 Oxford Valley Road, Langhorne, Pennsylvania. The official notice of
the meeting together with a proxy statement and form of proxy are enclosed.
Please give this information your careful attention.

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

Your copy of the Company's 19981999 Annual Report is also enclosed. We
appreciate your interest in the Company. Thank you for your attention to this
important matter.

Sincerely,

/s/ GERALDGerald W. KLEIN
-----------------------
GERALDKlein

Gerald W. KLEINKlein
President and
Chief Executive Officer

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE AND SIGN YOUR PROXY
CARD AND PROMPTLY RETURN IT IN THE REPLY ENVELOPE PROVIDED (WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES)Whether or not you plan to attend the meeting, please date and sign your proxy
card and promptly return it in the reply envelope provided (which requires no
postage if mailed in the United States). THANK YOU.Thank you.

ROMTECH,EGAMES, INC.
2000 CABOT BOULEVARD, SUITE 110
LANGHORNE, PA 19047-183319047-1811
(215) 750-6606

Notice of Annual Meeting of Shareholders
November 18, 1998December 8, 1999

To Our Shareholders:

The 19981999 Annual Meeting of Shareholders of RomTech,eGames, Inc. (the "Company")
will be held at 2:00 p.m. (Philadelphia time)Eastern Standard Time on Wednesday, November
18, 1998,December 8, 1999,
at the Company's executive offices located at 2000 Cabot Boulevard,
Suite 110,Sheraton Bucks County, 400 Oxford Valley Road, Langhorne, Pennsylvania,
for the following purposes:

1. To elect four (4) directors;

2. To vote on ratification of the appointment of KPMG Peat
Marwick LLP as the
Company's auditors for the fiscal year ending June 30, 1999;2000;
and

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

The Board of Directors has fixed September 21, 19981999 as the record date
for the determination of shareholders entitled to vote at the meeting. Only
shareholders of record at the close of business on that date will be entitled to
receive notice of the meeting and to vote at the meeting.

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

By Order of the Board of Directors,

/s/ THOMAS W. MURPHY
- --------------------
THOMAS W. MURPHYEllen Pulver Flatt

Ellen Pulver Flatt
Secretary

October 9, 1998November 2, 1999

ROMTECH,EGAMES, INC.
2000 CABOT BOULEVARD, SUITE 110
LANGHORNE, PA 19047-183319047-1811
----------------------------------

PROXY STATEMENT

RomTech,eGames, Inc. (the "Company") is providing to its shareholders this
proxy statement and the accompanying proxy card in connection with the
solicitation of proxies on behalf of the Board of Directors of the Company for
use in voting at the 19981999 Annual Meeting of Shareholders (the "Meeting") to be
held at the Company's executive offices located at 2000 Cabot Boulevard, Suite
110,Sheraton Bucks County, 400 Oxford Valley Road, Langhorne,
Pennsylvania on November 18, 1998December 8, 1999 at 2:00 p.m. (Philadelphia
time),Eastern Standard Time, or at any
adjournment or postponement of the meeting. These proxy materials are first
being mailed to shareholders on or about October 9, 1998.November 2, 1999.

VOTE REQUIRED AND PROXY INFORMATION

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

A proxy statement given pursuant to the solicitation may be revoked at
any time before it is voted. Proxies may be revoked by: (i) filing with the
Secretary of the Company, at or before the meeting, a written notice of
revocation bearing a date later than the proxy; (ii) duly executing a subsequent
proxy relating to the same shares and delivering it to the Secretary of the
Company at or before the Meeting; or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself constitute
revocation of a proxy). Any written notice revoking a proxy should be delivered
to Thomas W. Murphy,Ellen Pulver Flatt, Secretary, RomTech,eGames, Inc., 2000 Cabot Boulevard, Suite 110,
Langhorne, Pennsylvania 19047-1833.19047-1811.

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

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

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

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

VOTING SECURITIES

At the close of business on September 21, 1998,1999, the record date for the
determination of shareholders entitled to receive notice of and to vote at the
Company's 19981999 Annual Meeting of Shareholders, the Company's outstanding voting
securities consisted of 9,506,2009,661,490 shares of Common Stock. Holders of Common
Stock are entitled to one vote per share.

Unless otherwise indicated, theSECURITY OWNERSHIP

The following table sets forth information according to informationas supplied to the Company
regarding the number and percentage of shares of the Company's Common Stock
beneficially owned on September 21, 1998:June 30, 1999 by: (i) by those persons or entities known by
management to beneficially own more than five percent of the Common Stock; (ii)
by each nominee for director and director of the Company; (iii) by each of the
Company's executive officers named in the Summary Compensation Table; and (iv)
by all directors and executive officers of the Company as a group.

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

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

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

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

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

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

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

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

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

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

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

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

Robert M. Aiken, Jr. 24,000 (3) *
2 Cedar Marsh Retreat
Savannah, GA 31411-2922

William C. Acheson 194,966 (4) 2.0%

Lawrence Fanelle 60,000 (5) *

Gerald W. Klein 447,500 (6) 4.5%

Odyssey Capital Group, L.P. 812,619 (7) 8.7%
950 West Valley Road, Suite 2902
Wayne, PA 19087

Thomas D. Parente 48,250 (8) *
133 Union Mill Terrace
Mt. Laurel, NJ 08054

Nancy M. Simpson 53,000 (9) *

Lambert C. Thom 117,809 (10) 1.2%
Bangert Dawes Reade Davis & Thom
220 Montgomery Street
San Francisco, CA 94104

Stephen Watson 556,265 (11) 5.8%
237 Park Avenue, Suite 801
New York, NY 10017

All officers and directors as a group 1,006,250 (12) 9.8%
(8 persons)
- --------------
*Less than 1%.

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

(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes
voting or investment power with respect to securities. In accordance
with SEC rules, shares which may be acquired upon exercise of stock
options which are currently exercisable or which become exercisable
within sixty days of the date of the information in the tableJune 30, 1999 are deemed to be beneficially owned
by the optionee. Except as indicated by footnote, and subject to
community property laws where applicable, the persons or entities named
in the table above have sole voting and investment power with respect
to all shares of Common Stock shown as beneficially owned by them.

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

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

(5) Includes 65,00015,000 shares of Common Stock which may be acquired through
the exercise of options which were exercisable as of September 21, 1998June 30, 1999 or
became exercisable within 60 days of that date.

Of the 65,000 shares, 7,500
shares of Common Stock are subject to options held by Mr. Baer's wife.

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

(7) Includes 75,000124,666 shares of Common Stock which may be acquired through
the exercise of options which were exercisable as of September 21, 1998June 30, 1999 or
became exercisable within 60 days of that date.

Of the 75,000 shares,
17,500 shares of Common Stock are subject to options held by Mr. Falsetti's
wife.

(8)(5) Includes 202,50060,000 shares of Common Stock which may be acquired through
the exercise of options which were exercisable as of September 21, 1998June 30, 1999 or
became exercisable within 60 days of that date.

(9)(6) Includes 212,500 shares of Common Stock which may be acquired through
the exercise of options which were exercisable as of June 30, 1999 or
became exercisable within 60 days of that date.

(7) The information presented is as of June 30, 19981999 based upon information
supplied to the Company by Odyssey Capital Group, L.P. ("Odyssey"). As
reported in a Schedule 13G dated February 17, 1997 jointly filed by
Odyssey, John P. Kirwin, Bruce E. Terker and Kirk B. Griswold (upon
which the Company has relied in making this disclosure), voting and
investment power of the shares of Common Stock held by Odyssey are
shared by Odyssey and Messrs. Kirwin, Terker and Griswold, who are each
officers of the corporate general partner of Odyssey. Includes 28,000
shares of Common Stock issuable upon exercise of warrants.

(10)(8) Includes 22,50025,000 shares of Common Stock which may be acquired through
the exercise of options which were exercisable as of September 21, 1998June 30, 1999 or
became exercisable within 60 days of that date. Also includes 2,0003,250
shares held by Mr. Parente's immediate family members.

(11)(9) Includes 7,50050,000 shares of Common Stock which may be acquired through
the exercise of options which were exercisable as of June 30, 1999 or
became exercisable within 60 days of that date.

(10) Includes 15,000 shares of Common Stock which may be acquired through
the exercise of options exercisable as of September 21, 1998June 30, 1999 or becomebecame
exercisable within 60 days of that date. Also includes 46,685 shares of
Common Stock issuable upon conversion of convertible subordinated debt.

(11) Mr. Watson filed a Schedule 13G dated January 6, 1999, upon which the
Company has relied in making this disclosure. Mr. Watson has sole
voting and dispositive power as to 556,265 shares. The amount of shares
beneficially owned includes shares held by a private investment
partnership, an offshore investment company and several managed
accounts, as to all of which Mr. Watson has sole investment authority.

(12) Includes 399,185600,934 shares of Common Stock which may be acquired by such
persons through the exercise of options and/or conversion of
convertible subordinated debt which were exercisable or convertible as
of September 21,
1998June 30, 1999 or becomebecame exercisable or convertible within 60 days of
that date.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are as follows:

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

Gerald W. Klein 5051 President Chief Executive Officer and Chief FinancialExecutive Officer
William C. Acheson 49 Vice President - Sales and Marketing
Nancy M. Simpson 42 Vice President - Product Development
Lawrence Fanelle 48 Vice President - Marketing

John E. Baer 39Operations
Thomas W. Murphy 41 Vice President - Salesand Chief Financial Officer

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

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

Mr. Baer founded the Company in July 1992 and served as its President
and Treasurer from the Company's inception until June 1995. Mr. BaerMs. Simpson has been Vice President - Salesof Product Development of the
Company since November 1998. Ms. Simpson joined the Company in November 1997 as
Director of Product Development. From January 1996 to November 1997, she was
President and founder of a consulting firm which provided technology-driven
business solutions to mid-sized companies. From June 1995.1994 to December 1995, Ms.
Simpson served as Project Manager of Xapps Corporation, a Microsoft Solutions
Provider. From 1977 until December 1993, Ms. Simpson was employed at Checkpoint
Systems, Inc., a provider of security and access control systems where she
served in various capacities including Information Manager.

Mr. Fanelle has been the Company's Vice President of Operations since
November 1998. He joined the Company as General Manager in September 1997. Prior
to joining the Company, Mr. Fanelle was Vice President of Operations of Besam,
Inc., a manufacturer of automatic doors primarily for retail stores and
supermarkets. Mr. Fanelle joined Besam in 1994 as Director of Operations. From
1979 to 1986, Mr. Fanelle was employed by Checkpoint Systems, Inc., a provider
of security and access control systems and was Vice President of Operations of
that company from 1987 to 1994.

Mr. Murphy has been Chief Financial Officer of the Company since July
1999. He joined the Company as Controller in May 1996. Prior to joining the
Company, Mr. Murphy was Controller of Megamation Incorporated, a robot
manufacturer, from January 1995 until April 1996, and Accounting Manager of
Ohmicron, Inc., a biotechnology company, from January 1993 until December 1994.
From September 1985 to May 1992, Mr. Murphy served as Accounting Manager at
Checkpoint Systems, Inc., a provider of security and access control systems. Mr.
Murphy has been a Certified Public Accountant since 1987.

PROPOSAL ONE
ELECTION OF DIRECTORS

Four directors are to be elected at the 19981999 Annual Meeting to serve
for one-year terms until the 19992000 Annual Meeting and until their respective
successors are elected and qualified. The Board of Directors has recommended and
approved the nominees identified in the following table. It is intended that the
proxies solicited on behalf of the Board of Directors (other than proxies in
which the vote is withheld as to a nominee) will be voted at the Meeting "for"
the election of the nominees identified below. If a nominee is unable to serve,
the shares represented by all valid proxies will be voted for the election of
such substitute nominee as the Board of Directors may recommend. At this time,
the Board of Directors knows of no reason why any nominee may be unable to
serve, if elected. Except as disclosed herein, there are no arrangements or
understandings between the nominee and any other person pursuant to which the
nominee was selected.

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

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

Robert M. Aiken, Jr.(1)(2) 5556 Director 1998

Gerald W. Klein 5051 Director, President and Chief Executive Officer 1994

and Chief Financial Officer

Thomas D. Parente(1)(2) 5152 Chairman of the Board of Directors 1995

Lambert C. Thom(2) 5354 Director 1997

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

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

ROBERTRobert M. AIKEN, JR.Aiken, Jr., who has been a director since January 1998, has
been President of RMA Consulting, Inc., a management consulting firm, since July
1998. From November 19971996 to June 1998, Mr. Aiken was Executive Vice President
and Chief Financial Officer of Sunoco, Inc. (formerly Sun Company, Inc.), and
from September 1990 to October 1997, Mr. Aiken was Senior Vice President and
Chief Financial Officer of Sun Company,Sunoco, Inc. Mr. Aiken has served as Chairman of the
Board and Director of Radnor Corp., a real estate development company and
wholly-owned subsidiary of Sun Company,Sunoco, Inc., since June 1994. Mr. Aiken is a
certified public accountant. In addition to serving on the Company's board, Mr.
Aiken serves on the Board of Trustees for Bryn Mawr College and Crozer Keystone Health System.

GERALDCollege.

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

THOMAS

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

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

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors met nine8 times during fiscal 1998.1999. During fiscal
1998,1999, no incumbent director of the Company attended fewer than 75% of the
aggregate of the total number of Board of Directors meetings and the total
number of meetings held by the committees of the Board of Directors on which he
served.

The Board of Directors of the Company has a standing Audit Committee
and a Compensation Committee. The Audit Committee has the authority and duty to
recommend to the Board of Directors the auditors to be engaged as the Company's
independent public accountants, to evaluate the performance of the Company's
independent public accountants and to review the results and scope of the audit
and other services provided by the Company's independent accountantsaccountants. The Audit
Committee also assesses the Company's internal accounting controls, reviews the
Company's financial disclosures and to taketakes such other action as it deems
appropriate to ensure the appropriate safeguarding of the Company's assets and appropriate
accounting of its assets and liabilities. The members of the Audit Committee are
Messrs. Parente and Aiken. This committee met two times during fiscal 1998.1999.

The Compensation Committee is responsible for reviewingreviews the Company's compensation practices
and benefit plans, and to determinedetermines the salaries and bonus
awardscompensation of the Company's executive
officers.officers, approves goals for Company-wide incentive plans and evaluates
performance against these goals. The members of the Compensation Committee are
Messrs. Aiken, Parente and Thom. This Committee met one timetwo times during fiscal
1998.1999.

COMPENSATION OF DIRECTORS

The non-employee members of the Board of Directors receive $500 per
meeting attended. Additionally, the members of the Audit Committee receive $500
for each committee meeting attended and the members of the Compensation
Committee receive $500 for each committee meeting attended. All directors are
entitled to reimbursement for reasonable expenses incurred in the performance of
their duties as Board members. Additionally, the Company's Amended and Restated
1995 Stock Option Plan provides that all non-employee members of the Board of
Directors receive an initial grant of options to purchase 10,000 shares of
Common Stock upon appointment or election to the Board, and thereafter receive
options to purchase 5,000 shares of Common Stock on January 1 of each year that
such person is a non-employee director. The options have terms of five years and
have an exercise price equal to the fair market value on the date of grant. On
December 14, 1998, the Company granted options for 25,000 shares of Common Stock
to each non-employee director in lieu of the automatic annual option grants for
5,000 shares to each non-employee director pursuant to the 1995 Plan, which
would have been issued in January 1999.

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

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLESummary Compensation Table

The following table sets forth certain information concerning the
compensation paid during the fiscal years ended June 30, 1999, 1998 1997 and 19961997 to
the Company's Chief Executive Officer and the Company's other executive officers
whose salary and bonus exceeded $100,000 during the 19981999 fiscal year.

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

Securities
Fiscal Other Annual Underlying All Other
Name & Principal Position Year Salary($) Bonus($) Compensation Options(#) Compensation($)Compensation(4)
- ------------------------- ---------- --------- -------- ------------ ---------- ---------------

Gerald W. Klein (1) 1999 165,757 -0- 30,000 $5,581
President and Chief Executive 1998 133,270 - 0 - -- 205,000 (2) 3,138 (4)
President, Chief Executive-0- 205,000(2) $3,138
Officer 1997 108,299 10,000 -- 205,000 (2) --
Officer and Chief Financial 1996 38,077 -- -- 105,000 20,000 205,000(2)(3) Officer-0-

William C. Acheson 1999 150,327 -0- 29,000 $6,055
Vice President - Marketing 1998 100,000 60,000 -- 220,000 (5) 2,695 (4)
Vice President-Marketing220,000(5) $2,695
1997 16,154 -0- 100,000(5) -0-

Nancy M. Simpson 1999 106,404 -0- 25,000 $5,375
Vice President - 0Product 1998 63,462 -0- 100,000 $3,750
Development 1997 -0- -0- -0- -0-

Lawrence Fanelle 1999 108,135 -0- 25,000 $5,000
Vice President - -- 100,000 (5) --

Joseph A. Falsetti (6)Operations 1998 190,500 - 0 - (6) 50,000 (8) 4,975 (4)
Former Chairman of the Board84,615 5,000 110,000 $4,125
1997 124,232 40,000 (7) 50,000 (8)
and Chief Executive Officer 1996 107,000 20,000 (7) ---0- -0- -0- -0-

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

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

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

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

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

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

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

Option Grants During the 1998 fiscal year, Mr. Falsetti also
received $20,000 representing an advance on his anticipated 1998 bonus,
which Mr. Falsetti was permitted to retain.

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

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

OPTION GRANTS DURING 1998 FISCAL YEAR1999 Fiscal Year

The following table provides information related to options granted to the named
executive officers during fiscal 1998.1999. The Company does not have any outstanding
stock appreciation rights.

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

Gerald W. Klein 30,000(1) 5.5% $1.563 11/16/03
William C. Acheson 100,000 (1) 9.6% $2.00 5/22/02
60,000 (2) 5.7% $2.53 1/02/29,000(2) 5.3% $1.690 7/01/03
60,000 (3) 5.7% $2.69 3/31/Nancy M. Simpson 25,000(3) 4.6% $1.563 11/16/03
Gerald W. Klein 205,000 (4) 19.6% $2.00 5/22/02
Joseph A. Falsetti 50,000 (5) 4.8% $2.00 5/22/02Lawrence Fanelle 25,000(4) 4.6% $1.563 11/16/03

(1) Of the 100,000 options granted, 50,000 are immediately exercisable and
25,00010,000 of these options become exercisable on each of May 22,November 17, 1999,
November 17, 2000 and November 17, 2001.
(2) 9,666 of these options became exercisable on July 1, 1999, and May
22, 2000.

(2) 20,0009,667 of
these options become exercisable on each of January 2, 1999,
January 2,July 1, 2000 and January 2,July 1, 2001.
(3) 20,0008,300 of these options become exercisable on each of March 31,November 17, 1999 March
31,and
November 17, 2000, and March 31, 2001.

(4) Of the 205,0008,400 of these options granted, 180,000 are immediately exercisable and
25,000 become exercisable on
March 18, 1999.

(5) AllNovember 17, 2001.
(4) 8,300 of these options are immediately exercisable.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUESbecome exercisable on each of November 17, 1999 and
November 17, 2000, and 8,400 of these options become exercisable on
November 17, 2001.

Aggregated option exercises in last fiscal year and fiscal year-end option
values

The following table provides information related to employee options exercised
by the named executive officers during fiscal 19981999 and the value of such options
at year-end.

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

Gerald W. Klein 15,000 14,070 212,500 / 30,000 677,450 / 95,640
William C. Acheson - 0 - - 0 - 50,000/170,000 *
Gerald W. Klein - 0 - - 0 - 202,500/25,000 *
Joseph A. Falsetti - 0 - - 0 - 57,500/-0- *-0- 115,000 / 134,000 366,620 / 427,192
Nancy M. Simpson -0- -0- 50,000 / 75,000 159,400 / 239,100
Lawrence Fanelle -0- -0- 60,000 / 75,000 191,280 / 239,100

* NoneValue of the options held by either Messrs. Acheson, Falsetti or Klein were
in-the-money as of the end of the 1998 fiscal year.

REPRICING OF OPTIONS

In fiscal 1998, the Board of Directors approved the cancellation and
reissuance of certain outstanding stock options, including certain options held
by William C. Acheson, Joseph A. Falsetti and Gerald W. Klein, in order to align
the exercisebased upon a share price of such options with$3.188, the current marketclosing price of the
Company's Common Stock. Mr. Klein surrendered 205,000 options for cancellation
and received new options for the purchase of 205,000 shares with an exercise
price of $2.00 per share, which was greater than the market price of the
Company's Common Stock on the date of grant. Mr. Falsetti surrendered 50,000
options for cancellation and received new options for the purchase of 50,000
shares with an exercise price of $2.00 per share, which was greater than the
market price of the Company's Common Stock on the date of grant. Mr. Acheson
surrendered 100,000 options for cancellation and received new options for the
purchase of 100,000 shares with an exercise price of $2.00 per share, which was
greater than the market price of the Company's Common Stock on the date of
grant.June 30, 1999.

Long-Term Incentive Plans

The terms of all such new options, including vesting and termination
dates, were the same as the options surrendered for cancellation.

LONG-TERM INCENTIVE PLANS

There were noCompany does not have any long-term incentive awards given to any executive officers
during fiscal 1998.

SEVERANCE ARRANGEMENTS

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

CERTAIN TRANSACTIONS

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

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

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

10plans.

PROPOSAL THREETWO
RATIFICATION OF THE APPOINTMENT OF AUDITORS

The Board of Directors has renewed the Company's arrangement for KPMG Peat Marwick LLP
to be its auditors for the fiscal year ending June 30, 1999,2000, subject to the
ratification of the appointment by the Company's shareholders. A representative
of KPMG Peat Marwick LLP is expected to attend the Annual Meeting to respond to appropriate
questions and will have an opportunity to make a statement if he or she so
desires.

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

SHAREHOLDER PROPOSALS

To be considered for inclusion in the Company's proxy statement relating
to the Company's 19992000 Annual Meeting of Shareholders, shareholder proposals must
be received by the Company at its corporate office by June 11, 1999.16, 2000. In
accordance with the Company's Bylaws, to be considered for presentation at the
19992000 Annual Meeting of Shareholders, although not included in the Company's
proxy statement, shareholder proposals must be received no later than August 10,
1999.15,
2000.

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

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

Based solely upon a review of the copies of such reports furnished to the
Company, or written representations from certain reporting persons that no other
reports were required, the Company believes that during the fiscal year ended
June 30, 1998,1999, all of its officers and directors complied with all filing
requirements applicable to them, except with respect to the following:

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

OTHER MATTERS

The Company currently knows of no other business that will be presented
for consideration at the 19981999 Annual Meeting. If any other business is properly
brought before the meeting, it is intended that proxies in the enclosed form
will be voted in respect thereof in accordance with the judgment of the persons
voting the proxies. If any such matters are presented at the meeting, then the
proxy agents named in the enclosed proxy card will vote in accordance with their
judgment.

EVERY PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 1998,1999, AS FILED WITH THE
SECURITIES AND

14 EXCHANGE COMMISSION, WITHOUT CHARGE, BY SENDING A WRITTEN REQUEST
TO THEELLEN PULVER FLATT, SECRETARY, AT THE COMPANY'S CORPORATE OFFICES.2000 CABOT BOULEVARD, SUITE 110, LANGHORNE,
PA 19047.

By order of the Board of Directors,

THOMAS W. MURPHY/s/ Ellen Pulver Flatt

Ellen Pulver Flatt
Secretary

REVOCABLE PROXY
ROMTECH,EGAMES, INC.
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 18, 1998DECEMBER 8, 1999

The undersigned hereby appoints Gerald W. Klein and William C. Acheson,
with full powers of substitution, to act as attorneys and proxies for the
undersigned to vote all shares of capital stock of RomTech,eGames, Inc. (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
(the "Meeting") to be held at the Company's office located at 2000 Cabot Boulevard,
Suite 110,Sheraton Bucks County, 400 Oxford Valley Road,
Langhorne, PAPennsylvania on November 18, 1998December 8, 1999 at 2:00 p.m. and at any and all
adjournments and postponements thereof.

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

[ ] FOR [ ] VOTE WITHHELD

INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE IN THAT NOMINEE'S NAME BELOW.To withhold your vote for any individual nominee, strike a line in
that nominee's name below.

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

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

[ ] FOR [ ] AGAINST [ ] ABSTAIN

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

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

The Board of Directors recommends a vote "FOR" each of the proposals and
the election of the nominees listed above.

(Continued and to be SIGNED on Reverse Side)

THIS PROXY IS SOLICITED ON BEHALF OF THE EGAMES BOARD OF DIRECTORS

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

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

Date: , 1998________________________, 1999
(Please date this Proxy)

Signature of Shareholder

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

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