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                                                                    Exhibit 99.1

          IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                         IN AND FOR NEW CASTLE COUNTY


IN RE ENCORE COMPUTER CORPORATION       )
SHAREHOLDERS LITIGATION                 )              Civil Action No. 16044


                         STIPULATION AND AGREEMENT OF
                       COMPROMISE, SETTLEMENT AND RELEASE
                       ----------------------------------

     P1aintiffs Louis J. Williams and Paul S. Rosenblum (the "Plaintiffs") on
behalf of themselves and the Class (as defined below) and Defendants Gould
Electronics, Inc., Robert J. Fedor, C. David Ferguson, Thomas N. Rich, Michael
C. Veysey, Kenneth G. Fisher and, Rowland H. Thomas (collectively the
"Defendants"), parties to the above-captioned consolidated class action, and
Encore Computer Corporation, a Delaware corporation ("Encore" or the
"Company"), by and through their undersigned attorneys, hereby submit this
Stipulation and Agreement of Compromise, Settlement and Release (the
"Settlement" or "Stipulation") for the Court's approval:

         WHEREAS:

          A.   Each of the Plaintiffs represents that he is, and since the date
of the filing of his respective complaint herein has at all times been, the
record holder and/or beneficial owner of shares of the common stock of Encore
(the "Encore Common Stock").

          B.   In 1989, Gould Electronics Inc. ("Gould"), sold its computer
systems business to Encore. From 1989 through November 1997, Gould loaned Encore
approximately $496 million, which was secured by, inter alia, a first priority
security interest in Encore's assets,
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including its Storage Products business, and a license to Gould of substantially
all of Encore's intellectual property.

          C.   On July 17, 1997, Encore entered into an Asset Purchase Agreement
with Sun Microsystems, Inc. ("Sun"), in which Sun agreed to purchase Encore's
Storage Products business for $185 million (the "Sun Transaction"). As part of
the Sun Transaction, Encore entered into an agreement with Gould on July 16,
1997 (the "Gould Agreement") in which Gould agreed to release its security
interest in the Storage Products business and to transfer its intellectual
property license in that business to Sun. Gould also agreed to a redemption of
its preferred stock with a liquidation value of $496 million for $60 million.

          D.   In November 1997, Encore distributed a proxy statement (the "Sun
Proxy Statement") for the upcoming shareholder meeting at which, among other
things, the Sun Transaction would be voted upon.

          E.   On November 18, 1997, Plaintiffs filed purported derivative and
class action complaints, subsequently consolidated by order dated December 17,
1997 (the "Action"), on behalf of all shareholders of Encore against Gould,
Kenneth G. Fisher, Rowland H. Thomas, Robert J. Fedor and C. David Ferguson
(collectively, the "Original Defendants", and named the Company as a nominal
defendant. In November 1997, the court denied plaintiffs' motion for injunctive
relief.

          F.   On November 24, 1997, the Encore shareholders voted to approve
the Sun Transaction, which closed shortly thereafter.

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          G.   On June 1, 1998, Encore entered into an Asset Purchase Agreement
with Gores Technology Group ("Gores"), in which Gores agreed to purchase
Encore's Real-Time business for $3 million (the "Gores Transaction").

          H.   In August 1998, Encore distributed a proxy statement (the "Gores
Proxy Statement") for the upcoming shareholder meeting at which, among other
things, the Gores Transaction and a proposal to liquidate Encore would be voted
upon.

          I.   On September 11, 1998 the Encore shareholders voted to approve
the Gores Transaction, which closed shortly thereafter.

          J.   Following document discovery, on February 5, 1999 the Original
Defendants moved for summary judgment in their favor on all claims in the
Action. No response to that motion was filed by any of the named plaintiffs.

          K.   On July 15, 1999, the plaintiffs filed an Amended Complaint
adding two additional defendants, Michael C. Veysey and Thomas N. Rich
(collectively with the Original Defendants, the "Defendants") and no longer
naming the Company as a nominal defendant. The Amended Complaint alleged that
the defendants breached duties and obligations owed to the shareholders of the
Company in connection with the operation and management of the Company,
including the Sun and Gores Transactions and made or caused misstatements and
omitted to disclose information in the Sun and Gores Proxy Statements.

          L.   On August 30, 1999, all Defendants moved to dismiss the Action.
After full briefing and oral argument, on June 16, 2000, the Court of Chancery
granted Defendants' motion and dismissed the Action in its entirety.

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          M.   By notice dated July 10, 2000, the Plaintiffs appealed the Court
of Chancery's dismissal of the Action to the Supreme Court of the State of
Delaware.

          N.   Thereafter, during the pendency of the appeal, the Plaintiffs and
Defendants conducted arms' length settlement negotiations and agreed in
principle upon the terms of a settlement, subject to definitive documentation
and the approval of the Court of Chancery.

          O.   Plaintiffs' Counsel believe that they have asserted numerous
claims in good faith in the Action, believe the evidence developed to date in
the Action may support such claims, and believe that the Court erred in
dismissing the Amended Complaint. Nonetheless, upon review and analysis of the
facts and circumstances relating to the claims asserted in the Action, as well
as the applicable law, Plaintiffs and Plaintiffs' undersigned counsel have
concluded that it would be in the best interests of the Plaintiffs and the Class
(as defined below) to enter into this Settlement based upon the benefits and
conditions hereinafter set forth, after taking into account: (i) the benefits
that the purchasers and holders of Encore Common Stock will receive from the
Settlement, (ii) the risk of litigation, including the fact that the Court of
Chancery has dismissed the Action in its entirety, and (iii) the conclusion
reached by the Plaintiffs and their undersigned counsel that the Settlement upon
the terms and provisions set forth herein is fair, reasonable, adequate, and in
the best interest of the members of the Class (as defined below) and will result
in material benefit to them.

          P.   Defendants in the Action vigorously deny each and every one of
the allegations of wrongful conduct, deny any liability whatsoever to the
Plaintiffs or the Class (as defined below), and assert numerous defenses to
claims alleged.

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          Q.   Defendants have concluded, despite their belief that they are not
liable for the claims asserted and have good defenses thereto, to enter into
this Stipulation to avoid the further expense, inconvenience, and burden of this
litigation, and to finally and forever put to rest all disputes and
controversies with respect to the operation and management of the Company, the
conduct of the Defendants, the Sun and Gores Transactions, and the Sun and Gores
Proxy Statements.

          R.   No actions, suits or proceedings other than this Action have been
brought by or on behalf of any other shareholders of the Company, and no
shareholder of the Company has sought leave to intervene in this Action.

          NOW THEREFORE, IT IS STIPULATED AND AGREED, subject to approval by the
Court of Chancery pursuant to Court of Chancery Rule 23, for good and valuable
consideration set forth below, that any and all Settled Claims, as defined
below, shall be compromised, settled, released, discharged, and dismissed with
prejudice, upon and subject to the following terms and conditions:

          I.   Solely for purposes of this Settlement, and conditioned upon
certification by the Court, a class shall be certified pursuant to Court of
Chancery Rules 23(b)(1) and 23(b)(2) consisting of all persons who and entities
which were record holders or beneficial owners of Encore Common Stock (other
than the Defendants) at any time during the period beginning on and including
October 31, 1997, the record date for the Sun transaction, through and including
the Effective Date (as defined below) of this Settlement and shall include any
and all of their respective predecessors, trustees, executors, administrators,
representatives, heirs, transferees, successors in interest, and assigns,
immediate and remote, and any person claiming from,

                                       5
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through, or under any of them (the "Class"). If the Effective Date (as defined
below) of Settlement shall not occur, the Class shall be decertified and the
certification of the Class hereunder shall be of no further force or effect.

          2.   Defendants Gould, Robert J. Feder, C. David Ferguson, Thomas N.
Rich and Michael C. Veysey represent that Encore's tangible net worth as of
April 30, 2001 is not less than approximately $2,500,000 and that they are not
aware of any outstanding material liabilities of Encore to Sun, Gould, or any
other party. Gould agrees to contribute funds to Encore if and to the extent
that the tangible net worth of the Company as of the Effective Date is
determined to be less than 95% of the tangible net worth of the Company as of
the above date.

          3.   Within ten days after the Effective Date (as defined below),
Encore shall repurchase all shares of Encore Common Stock beneficially owned by
each Defendant upon payment by Encore to the Defendant of the proportional share
of Encore's tangible net worth represented by such shares.

          4.   Each Defendant represents that he or it beneficially owns the
number of shares of Encore Common Stock set out opposite his or its name as
follows:

     Holder                            No. of Shares to Be Repurchased
     -------------------------         -------------------------------
     Kenneth G. Fisher                 5,057,708
     Rowland H. Thomas                 98,050
     Robert I. Fedor                   0
     C. David Ferguson                 0
     Michael C. Veysey                 300
     Thomas N. Rich                    0
     Gould                             45,968,984

          5.   Encore represents that it has filed or will file all reports with
the United States Securities and Exchange Commission that it is required to file
under the periodic reporting obligations under sections 12, 13, and 14 of the
Securities Exchange Act of 1934, and it

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undertakes that it will make such periodic reporting filings as are required by
the Securities and Exchange Commission through the date of the restructuring of
the Encore Board of Directors as described below.

          6.   Encore represents that it is currently listed on the NASDAQ Over-
the-Counter Bulletin Board, and that it will take no affirmative action to
change its listing status.

          7.   Within ten days after the Effective Date (defined below), the
Defendants shall take such steps as may be necessary to appoint or elect or
cause to be appointed or elected William O'Callaghan, Norman Olshansky and J.
Andreas Brenner (the "Interim Board") as directors of the Company, such persons
having represented to the Plaintiffs and the Plaintiffs having represented to
the Defendants (with said representations to be reaffirmed as of the date of
appointment or election) that they are qualified to serve as directors of the
Company in accordance with the Company's charter and bylaws and the laws of the
State of Delaware and are under no disability, impediment, or restriction from
so serving; and upon the appointment or election of said individuals, any and
all Defendants then serving as an officer, director, or employee of Encore shall
resign from such officership, directorship, and employment, effective
immediately, owing no further duty, obligation, or liability to Encore or to any
shareholder of Encore of to any person claiming from or through Encore or
shareholders of Encore thereafter. Immediately following such actions, the above
named individuals shall constitute the entire Board of Directors of the Company
with the powers and duties conferred upon directors of the Company by the
Company's charter and bylaws and Delaware law, and the Defendants shall have no
other or further powers or duties with respect to the Company as officers,
directors, or employees of the Company.

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          8.   At such time after the Effective Date (as defined below) as the
Court of Chancery shall determine by order, the Plaintiffs and Encore shall
distribute the shares of Encore Common Stock repurchased from the Defendants
pursuant to paragraph 3 above to all members of the Class (except if the Court
of Chancery shall find a distribution to a member of the Class would be
impracticable) in accordance with a Plan of Distribution which the Plaintiffs
shall formulate and submit to the Court of Chancery for its approval either
prior to or after the Effective Date. The approval of this Settlement shall not
be deferred or delayed pending, nor shall it be contingent upon, approval or
disapproval of the Plan of Distribution. The Defendants shall have no role in,
nor any responsibility for, formulating, implementing, or seeking the approval
of the Court of Chancery of the Plan of Distribution.

          9.   The Effective Date of the Settlement will be the date the Order
and Final Judgment (if entered in the form of Exhibit C) becomes final and non-
appealable. If, after the entry of the Order and Final Judgment, no notice of
appeal, motion for reconsideration, or any other motion is flied that could
result in a reversal, reconsideration, or modification of the Order and Final
Judgment, the Order and Final Judgment shall become final and non-appealable
upon the passage of 30 days after its entry. In the event that any litigant
seeks review of the Order and Final Judgment, the Order and Final Judgment shall
become final and non-appealable on the date on which the matter is finally
resolved by the highest court to which such appeal could be taken in such a
manner as to permit the consummation of the settlement in accordance with the
Order and Final Judgment in the form of Exhibit C, and the time for filing of
any appeal or petition for certification, motion for reconsideration or of any
other action that could result in reversal, reconsideration or modification or
such final resolution has expired.

                                       8
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          10.  Effective upon the Effective Date, and without the necessity for
the execution or delivery of any further or other instruments, each Plaintiff,
each member of the Class, and Encore, on behalf of themselves and their
respective current and former officers, directors, employees, agents, partners,
members, co-venturers, parents, subsidiaries, affiliates, heirs, personnel,
representatives, successors, and assigns (whether express, implied or by
operation of law)(the "Plaintiff Releasors") forever release, discharge and
dismiss with prejudice each Defendant, each Defendant's parent entities,
associates, co-venturers, affiliates, and subsidiaries, and their respective
past, present, and future officers, directors, stockholders, representatives,
employees, investment bankers, commercial bankers, attorneys, advisors, agents,
heirs, executors, trustees, general and limited partners and partnerships,
personal representatives, estates, administrators, predecessors, successors and
assigns (whether express, implied, or by operation of law)(the "Defendant
Releasees") from any and all actual and alleged claims, demands, rights,
actions, causes of action, liabilities, damages, losses, obligations, judgments,
suits, matters, and issues of any kind or nature whatsoever, contingent or
absolute, suspected or unsuspected, matured or unmatured, disclosed or
undisclosed, that have been or could have been asserted in the Action or in any
court, tribunal or proceeding (including, but not limited to, any claims arising
under federal or state law relating to alleged fraud, breach of any duty,
negligence, violations of the federal securities laws, or otherwise) by or on
behalf of the Plaintiffs, the Class, or any member of the Class, or Encore,
whether individual, class, derivative, representative, legal, equitable, or
otherwise, which have arisen, could have arisen, arise now, or relate in any
manner to (i) the allegations, facts, events, transactions, acts, occurrences,
statements, representations, misrepresentations, omissions, or any other matter,
thing, or cause whatsoever,

                                       9
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or any series thereof, embraced, involved, set forth or otherwise related,
directly or indirectly, to any of the complaints filed at any time in the
Action, any proxy material, public filings, or statements (including, but not
limited to, public statements) by Encore, Gould, or the Defendants or in
connection with any of their affiliated persons or companies, the Sun
Transaction, or the Gores Transaction; or (ii) the Plaintiffs' or the Class
members' purchase, sale, or holding of securities of the Company or their
investment in the Company; or (iii) the operations or management of the Company
(the "Plaintiff Settled Claims"); provided, however, that the term Plaintiff
                                  --------  -------
Settled Claims shall not include the right of the Plaintiffs, any member of the
Class, or Encore to enforce the terms of the Settlement after the Effective
Date.

          11.  Effective upon the Effective Date, and without the necessity for
the execution or delivery of any further or other instruments, each Defendant,
Encore and each member of the Class, on behalf of themselves and their
respective current and former officers, directors, employees, agents, partners,
members, co-venturers, parents, subsidiaries, affiliates, heirs, personnel,
representatives, successors, and assigns (whether express, implied, or by
operation of law)(the "Defendant Releasors") forever release, discharge and
dismiss with prejudice each Plaintiff, each Plaintiff's parent entities,
associates, co-venturers, affiliates or subsidiaries, and their respective past,
present, and future officers, directors, stockholders, representatives,
employees, investment bankers, commercial bankers, attorneys, advisors, agents,
heirs, executors, trustees, general and limited partners and partnerships,
personal representatives, estates, administrators, predecessors, successors and
assigns (whether express, implied, or by operation of law)(the "Plaintiff
Releasees") from any and all actual and alleged claims, demands, rights,
actions, causes of action, liabilities, damages, losses, obligations, judgments,
suits,

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matters, and issues of any kind or nature whatsoever, contingent or absolute,
suspected or unsuspected, matured or unmatured, disclosed or undisclosed, that
have been or could have been asserted in the Action or in any court, tribunal or
proceeding (including, but not limited to, any claims arising under federal or
state law relating to alleged fraud, breach of any duty, negligence, violations
of the federal securities laws, or otherwise) by or on behalf of the Defendants,
the Class, or any member of the Class, or Encore, whether individual, class,
derivative, representative, legal, equitable, or otherwise, which have arisen,
could have arisen, arise now, or relate in any manner to (i) the allegations,
facts, events, transactions, acts, occurrences, statements, representations,
misrepresentations, omissions or any other matter, thing or cause whatsoever, or
any series thereof, embraced, involved, set forth or otherwise related,,
directly or indirectly, to any of the complaints filed at any time in the
Action, any proxy material, public filings, or statements (including, but not
limited to, public statements) by Encore, Gould, the Defendants, or the
Plaintiffs or in connection with any of their affiliated persons or companies,
the Sun Transaction, or the Gores Transaction; or (ii) the Plaintiffs' or the
Class members' purchase, sale, or holding of securities of the Company or their
investment in the Company; or (iii) the operations or management of the Company
(the "Defendant Settled Claims"); provided, however, that the term Defendant
                                  --------  -------
Settled Claims shall not include the right of the Defendants or Encore to
enforce the terms of the Settlement after the Effective Date.

     12.  Pending Court approval of the Settlement, the Plaintiffs, the members
of the Class and Encore shall not initiate any proceedings in the Action or
otherwise, other than those contemplated by the Settlement itself, and shall use
their best efforts to prevent, stay, seek dismissal of, or oppose entry of any
interim or final relief in favor of any member of the Class in

                                      11
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any other litigation against any of the parties to this Agreement, any Plaintiff
Releasee, or any Defendant Releasee that challenges the Settlement or seeks to
assert any of the Plaintiff Settled Claims or Defendant Settled Claims.

          13.  All costs of providing notice of the pendency of the Action and
of the Settlement to the members of the Class and all costs of administering the
Settlement (including but not limited to preparing and presenting to the Court
of Chancery a Plan of Distribution, of any proof-of-claim process in connection
therewith, and of any distribution of shares to class members) shall be paid by
Encore from its assets remaining after provision for the repurchase of the
Defendants' shares as contemplated by paragraph 3 above, except that Gould shall
pay toward the actual costs of printing, disseminating, and publishing the
notice of pendency and settlement up to, but in no event more than, $15,000.

          14.  Plaintiffs shall be responsible for the administration,
execution, and implementation of all aspects of the Settlement, including the
formulation and effectuation of the Plan of Distribution contemplated by
paragraph 8 above, and no Defendant shall have any duties, responsibilities, or
liabilities whatsoever with respect thereto.

          15.  Any and all costs, fees, or expenses of any current, former, or
future attorneys, experts, consultants, agents and/or representatives of the
Plaintiffs or members of the Class shall be paid, if at all, (a) only pursuant
to order of the Court of Chancery; (b) only after the Effective Date; and (c)
only from the assets of the Company after provision for the repurchase of the
Defendants' shares contemplated by paragraph 3 above.

          16.  As soon as practicable after this Stipulation has been executed
by all the parties hereto, the Plaintiffs shall move the Court of Chancery, with
the Defendants'

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concurrence, for entry of an order (the "Scheduling Order") substantially in the
form of Exhibit A hereto, conditionally certifying the Class for purposes of the
Settlement, setting a Hearing Date for consideration of the Settlement,
approving a form of notice (the "Notice") substantially in the form of Exhibit B
hereto; and enjoining Plaintiffs and all members of the Class from instituting,
prosecuting, or taking any steps to advance any Settled Claim in the Action or
otherwise without the prior approval of the Court of Chancery upon notice to all
parties to this Agreement.

          17.  The parties to this Stipulation agree to use their best efforts
to achieve the prompt judicial consideration of the Settlement and dismissal of
the Action in accordance with the terms of this Stipulation and to cause the
timely occurrence of all events, transactions, or other circumstances described
herein.

          18.  If the Court approves the Settlement following a hearing, the
parties shall jointly move the Court to enter an order (the "Order and Final
Judgment") in this action in the form of Exhibit C hereto.

          19.  The Settlement contemplated by this Stipulation shall not be
binding upon any party until, and is otherwise subject to, the satisfaction of
the following conditions:

               a.   the dismissal with prejudice of the Action and any other
action asserting a Settled Claim without the award of any damages, costs,
attorneys' fees, or the grant of any other relief to any Plaintiff in any such
actions;

               b.   the entry of an Order and Final Judgment in the form of
Exhibit C, attached hereto; and

               c.   the occurrence of the Effective Date.

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     20.  If the Settlement is not consummated in accordance with Paragraph 19,
this Stipulation shall be null and void and of no further force and effect, and
shall not be deemed, used, argued, or offered or entered into evidence in the
Action or otherwise, and no party shall be entitled to the recovery of any
costs, fees, expenses, or disbursements incurred in connection with the
negotiation, documentation, or attempt to implement this Stipulation and the
Settlement reflected in it.

     21.  If the Court shall order the certification of the Class defined in
paragraph I above to be maintained under Court of Chancery Rule 23(b)(3) instead
of Rule 23(b)(1) and (2) as contemplated, Plaintiffs' counsel shall, within five
business days after the court-ordered deadline for timely requests for exclusion
from the Class, cause to be provided to counsel for all Defendants a list of
those members of the Class, if any, who timely excluded themselves from the
Class. All counsel shall promptly exchange with each other copies of each
request for and notice of exclusion from the Class and each objection to the
Settlement that comes into its possession.

     22.  Defendants, in their sole discretion, shall have the right but not the
obligation to terminate this Settlement if any named representative Plaintiff
or any one or more members of the Class who hold or held in the aggregate more
than 40,000 shares of Encore Common Stock, exclude themselves from the Class.

     23.  The release provided for in paragraphs 10 and 11 above and in the
Order and Final Judgment extends to claims that the holders thereof may not know
or suspect to exist at the time of the release, which, if known, might have
affected the decision to enter into this Stipulation and this Release. Each of
the Plaintiff Releasors and Defendant Releasors shall be

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deemed to waive any and all provisions, rights and benefits conferred by any law
of the United States or any state or territory of the United States, or
principle of common law, which governs or limits a person's release of unknown
claims. The Plaintiff Releasors and Defendant Releasors shall be deemed to
relinquish, to the full extent permitted by law, the provision, rights and
benefits of (S) 1542 of the California Civil Code which provides:

               A general release does not extend to claims which
               the creditor does not know or suspect to exist in
               his favor at the tune of executing the release,
               which if known by him must have materially affected
               his settlement with the debtor.

In addition, each of the Plaintiff Releasors and Defendant Releasors also shall
be deemed to waive any and all provisions, rights and benefits conferred by any
law of any state or territory of the United States, or principle of common law,
which is similar, comparable or equivalent to California Civil Code (S) 1542.
Plaintiff Releasors and Defendant Releasors acknowledge that Plaintiffs, members
of the Class, Encore, or Defendants may discover facts in addition to or
different from those that they now know or believe to be true with respect to
the subject matter of this release, but that it is their intention, on behalf of
themselves and the members of the Class, to fully, finally, and forever settle
and release any and all Settled Claims, as defined above, known or unknown,
suspected or unsuspected, which now exist, or heretofore existed and without
regard to the subsequent discovery or existence of such additional or different
facts.

     24.  This Stipulation and the provisions contained herein shall not be
deemed a presumption, concession, or admission by any Defendant or Defendant
Releasee in the Action or otherwise of any fault, liability, or wrongdoing as to
any facts or claims or of any infirmity or invalidity of any defenses that were
or could have been alleged or asserted in the Action or any other actions, suits
or proceedings, and shall not be interpreted, construed, deemed, invoked,

                                       15
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offered, or received in evidence or otherwise used by any person in the Action
or in any other action or proceeding, whether civil, criminal or administrative,
nor shall this Stipulation operate as any concession by Plaintiffs' or their
counsel that the claims asserted in the Action lack merit.

     25.  This Stipulation constitutes the entire agreement among the parties
with respect to the subject matter hereof, and may not be amended nor any of its
provisions waived except by a writing signed by all of the signatories hereto.

     26.  The waiver by any party of any breach of any provision of this
Stipulation shall not be deemed or construed as a waiver of any other breach of
the same or a different provision, whether prior or subsequent to, or
contemporaneous with, the waiver.

     27.  This Stipulation shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to conflict of laws
principles. Any action relating to this Stipulation shall be filed exclusively
in the Courts of Chancery of the State of Delaware.

     28.  Plaintiffs and their counsel represent and warrant that none of the
Plaintiffs' alleged claims or causes of action against any Defendants have been
assigned, encumbered, or in any manner transferred in whole or in part.

     29.  This Stipulation is and shall be binding upon, and inure to the
benefit of, the parties to the Action, the Releasors and Releasees as defined in
paragraphs 10 and 11 above, and their respective agents, executors, heirs,
successors, and assigns.

     30.  This Stipulation will be executed by counsel for the parties to the
Action. This Stipulation may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. By signing

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this Stipulation, Plaintiffs' counsel represent that they have authority to do
so on behalf of their respective clients.

     31.  Should any provision of this Stipulation require judicial
interpretation, the Parties agree that a court shall not apply a presumption
that the terms shall be more strictly construed against the party who prepared
the same, it being agreed that all Parties collectively participated in the
negotiation and preparation of this Stipulation.


Dated: July __, 2001

Of Counsel:
Matthew E. Miller                              /s/ David Staats
Law Offices of Matthew E. Miller            ------------------------------------
P.O. Box 1255                               David Staats
Arlington, VA 22210                         Law Offices of David Staats, P.A.
(703) 248-9393                              1701 Augustine Cut-Off, Suite 36
                                            Wilmington, DE 19803
                                            (302) 658-8188
                                                    Attorneys for Plaintiffs and
                                                    Proposed Class




                                       17
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Of Counsel:                              /s/ Lisa A. Schmidt
Richard A. Cirillo                   ------------------------------------
Deborah S. Burstein                  Richards Layton & Finger
Ann M. Driscoll                      R. Franklin Balotti
King & Spalding                      Lisa A. Schmidt
1185 Avenue of the Americas          Peter B. Ladig
New York, New York 10036             One Rodney Square
(212) 556-2100                       Wilmington, Delaware 19899
                                     (302) 658-6541
                                           Attorneys for Defendants Gould
                                           Electronics, Inc, Robert J. Fedor, C.
                                           David Ferguson, Thomas N. Rich and
                                           Michael C. Veysey



Of Counsel:                            /s/ Steven J. Balick
Mark D. Cahill                       ------------------------------------
Choate, Hall & Stewart               Ashby & Geddes
Exchange Place                       Steven J. Balick
Boston, Massachusetts 02109-2891     One Rodney Square #302
(617) 248-5000                       Wilmington, Delaware 19899
                                     (302) 654-1888
                                           Attorneys for Defendants Kenneth G.
                                           Fisher and Rowland H. Thomas


                                     Encore Computer Corporation
                                     6901 West Sunrise Boulevard
                                     Fort Lauderdale, Florida 33313
                                     (954) 587-2900

                                     By:_________________________________
                                         An authorized representative

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