EMPLOYMENT AGREEMENT

         Agreement  made as of the 1st day of  December,  2000  (the  "Effective
Date"),  by and between Cylink  Corporation,  a California  corporation with its
principal place of business at 3131 Jay Street,  Santa Clara,  California  95054
(the  "Company"),  and  Pamela E.  Drew,  residing  at 19369  Greenwood  Avenue,
Cupertino, CA (the "Executive").

                              W I T N E S S E T H :

         WHEREAS,  the Company desires to employ  Executive as Vice President of
Human Resources and Workplace Environment,  and Executive is willing to serve in
such capacity; and

         WHEREAS,  the Company and  Executive  desire to set forth the terms and
         conditions of such employment.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Company and Executive agree as follows:

Employment.

         1.1.  The Company  hereby  agrees to employ  Executive,  and  Executive
agrees  to be  employed  by the  Company,  on the terms  and  conditions  herein
contained,  as of the Effective  Date, as its Vice President of Human  Resources
and Workplace  Environment,  and in such other executive  capacities assigned by
the Chief Executive  Officer or the Vice President and General Counsel which are
not inconsistent  with Executive's  duties.  Executive's  duties,  authority and
responsibilities  shall be  commensurate  with those of a


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similar  position for another company  similar in size and business.  During the
term of  Executive's  employment,  he shall be based at the Company's  principal
office;  provided,  however,  that  Executive  shall be  required  to  travel as
reasonably  necessary in connection  with the official  business of the Company.
Executive  shall  maintain  his  permanent   residence  within  the  surrounding
community. If so requested by the Chief Executive Officer,  Executive shall also
serve as an officer of the  Company's  affiliated  entities  without  additional
compensation.

         1.2. The Executive shall devote substantially all of his business time,
energy,  skill and efforts to the performance of his duties and shall faithfully
serve the  Company  to the best of his  abilities  in a  diligent,  trustworthy,
businesslike  and efficient  manner.  The foregoing shall not prevent  Executive
from  participating  in  not-for-profit  activities or from managing his passive
personal  investments provided that these activities do not materially interfere
with Executive's obligations hereunder.

2. Term of Employment.

         Executive's  employment  under this Agreement  shall be for a term (the
"Employment  Term")  commencing on the "Effective Date" and terminating,  unless
otherwise terminated earlier as provided in this Agreement,  on December 1, 2005
(the "Original  Employment  Term"),  provided that the Employment  Term shall be
extended  (subject to earlier  termination  as provided in this  Agreement)  for
additional  one (1) year  periods (the  "Additional  Terms"),  unless,  at least
thirty  (30)  days  prior  to the  end of the  Original  Employment  Term or any
Additional  Term, the Company or the Executive has

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<PAGE>

notified the other in writing that the  Employment  Term shall  terminate at the
end of the then current  term.  If and when this  Agreement is so extended,  the
term "Employment Term" used in this Agreement shall include all such extensions.
The Executive's  obligations  concerning the Company's Inventions,  Confidential
Information, not to compete or solicit the Company's customers or employees, and
the Company's obligations to provide  indemnification,  as provided elsewhere in
this  Agreement,   shall  survive  and  remain  in  effect  notwithstanding  the
termination of the  Employment  Term or a breach of this Agreement by either the
Company or the Executive.

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3. Compensation.

         3.1. As compensation for his services under this Agreement, the Company
shall pay  Executive an annual  salary of $150,000  ("Base  Salary").  Such Base
Salary shall be payable in equal installments (not less frequently than monthly)
and subject to  withholding  in  accordance  with the Company's  normal  payroll
practices.

         3.2.  Executive's Base Salary may be increased from time to time by the
Chief  Executive  Officer,  but solely in his  discretion  and not as an implied
obligation of this Agreement. Executive's Base Salary may also be decreased from
time to time by the Chief Executive  Officer in his sole discretion based on his
assessment of the Executive's performance or changes in the scope of Executive's
responsibilities,  provided that  Executive  will be given written  notice and a
minimum  of ninety  (90) days to cure any such  assessment  which,  in the Chief
Executive Officer's discretion, warrants such a reduction.

         3.3. In addition to the Base Salary,  for each calendar year  completed
during the  Employment  Term, the Company shall pay to Executive an annual bonus
of up to 25% of Base Salary based, in part, on achievement of performance  goals
which shall be determined by the Vice President and General Counsel or the Chief
Executive Officer in consultation with the Executive.  The actual bonus may vary
in the sole  discretion of the Vice  President and General  Counsel or the Chief
Executive Officer based on their assessment of the Executive's  performance (and
subject to any Company austerity plans).

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         3.4. The Company shall reimburse  Executive for all reasonable expenses
incurred  by his in the course of  performing  his duties  under this  Agreement
which are consistent  with the Company's  then current  policies with respect to
travel,  entertainment  and other  business  expenses,  subject to the Company's
requirements concerning reporting and documentation of such expenses.

4. Benefits.

         4.1. During the Employment Term, Executive shall be entitled to (i) all
benefits,  if any, which are generally provided from time to time by the Company
to its senior executive officers,  including,  without limitation, (i) any life,
medical and disability insurance plans, (ii) incentive, profit-sharing, deferred
compensation   and  similar  such  plans,   subject  to:  (A)  the   Executive's
satisfaction  of the eligibility  requirements,  if any, and (B) with due credit
for the minimum annual bonus already  provided under this  Agreement,  and (iii)
all other benefits provided under this Agreement.

5. Stock Options.

         5.1.  The  Compensation  Committee  of  the  Board  (the  "Compensation
Committee"),  or its  delegee,  authorized  granting to Executive on December 1,
2000,  options to purchase  30,000 shares of Company common stock at an exercise
price of $3.44 per share,  pursuant and subject to the  Company's  1994 Flexible
Stock  Incentive  Plan (the  "Plan").  Such options  shall be  non-qualified  or
incentive  stock options,  or a combination  thereof as determined by the Plan's
Administrator.  The terms of the

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options,  as more  fully set forth in the  option  agreement  annexed  hereto as
Attachment  A, and  specifically  modified by this Section 5, shall provide that
(i) they  shall be for a maximum  six (6) year  term,  and (ii)  shall  vest and
become  exercisable  ratably over a four (4) year period on the last day of each
month during such period,  provided the  Executive is employed by the Company on
each vesting date.

         5.2. Furthermore,  in the event of a "Corporate Transaction" or "Change
In Control" during the Term of this Agreement, the Executive will be entitled to
vesting of a certain  percentage of all of the Executive's then unvested options
(the  "Accelerated  Options")  under all option  agreements  granted  during the
period of his employment,  subject to the provisions of this Section 5, with the
percentage being determined as follows:

         5.2.1.   with respect to each grant of options issued to Executive,  if
                  the Corporate  Transaction  or Change in Control  occurs on or
                  after  one  year  from the  Effective  Date,  the  Accelerated
                  Options  shall  equal 100% of the  Executive's  then  unvested
                  options under each such grant.

         5.2.2.   with respect to each grant of options issued to Executive,  if
                  the Corporate  Transaction  or Change in Control occurs within
                  less than one year from the Effective  Date,  the  Accelerated
                  Options  shall  equal  50% of the  Executive's  then  unvested
                  options under each such grant.

         5.3. In the event of a "Corporate  Transaction" the Accelerated Options
shall fully vest immediately prior to closing unless the Company's  successor in
interest, or its parent, offers to:

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         5.3.1.   either  (i)  assume  the  Executive's  Accelerated  Options in
                  accordance  with Section 11 of the Plan,  or (ii) replace them
                  with equivalent  options,  having the same vesting schedule as
                  the original grant by the Company, to purchase publicly traded
                  shares  in  the  successor   corporation   or  its  Parent  by
                  exchanging them at the same rate of conversion  offered to the
                  Company's  common  shareholders in the Corporate  Transaction,
                  and

         5.3.2.   provided  further  that the  successor  in interest  agrees to
                  fully vest all such assumed or exchanged  Accelerated  Options
                  on the earlier of: (i) the first anniversary of such Corporate
                  Transaction,  or (ii) upon termination of the Agreement by the
                  Company  or its  successor  in  interest  if such  termination
                  occurs either  without good Cause or by the Executive for Good
                  Reason.

         5.4. In the event of a Change In Control, the Accelerated Options shall
vest on the earlier of: (i) the first anniversary of such Change In Control,  or
(ii) upon  termination  of the  Agreement  by the  Company or its  successor  in
interest  if  such  termination  occurs  either  without  good  Cause  or by the
Executive for Good Reason.  For purposes of the Agreement,  the terms "Corporate
Transaction"  and "Change in Control"  shall have the  definitions  of the Plan,
except that a "Corporate Transaction" shall also include the acquisition of more
than 80% of the Company's outstanding  securities by any entity or related group
of entities.

6. Vacation.

         During the  Employment  Term,  Executive  shall be entitled to four (4)
weeks paid
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vacation in each full calendar year  (prorated for any partial year) to be taken
at such  times as  mutually  agreed by the  Executive  and the  Chief  Executive
Officer.

7. Termination.

         7.1. Executive's  employment under this Agreement shall terminate prior
to expiration of the Employment Term  (including any Additional  Terms which may
be in effect) upon the occurrence of any of the following events:

         7.1.1.   Automatically on the date of Executive's death.

         7.1.2.   Upon  written  notice by the Chief  Executive  Officer  to the
                  Executive  for Cause.  "Cause"  shall  mean (A) the  Executive
                  being  convicted of (or pleading nolo  contendere to) a felony
                  (other than a traffic-related offense); (B) the barring of the
                  Executive  by  any  regulatory   authority  from  holding  his
                  positions  or any  limitations  imposed on the  Company by any
                  regulatory  agency  if the  Executive  continued  to hold  his
                  positions;  (C) willful refusal by the Executive to attempt to
                  properly   perform  his   material   obligations   under  this
                  Agreement,  or attempt to follow  any  direction  of the Chief
                  Executive Officer consistent with this Agreement, provided the
                  refusal  to  follow  a  direction  shall  not be  Cause if the
                  Executive in good faith  believes  that such  direction is not
                  legal or is  contrary  to a specific  provision  of  published
                  Professional  Standards  applicable to Executive's duties, and
                  promptly  notifies the Company's General Counsel in writing of
                  such  belief;  (D)  the  Executive's   willful  misconduct  or
                  material gross negligence with regard to

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<PAGE>

                  the  business,  assets  or  employees  of the  Company  or its
                  affiliated entities (including as willful misconduct,  without
                  limitation,  the  Executive's  willful breach of any fiduciary
                  duty  he may  owe  to the  Company  or  its  affiliates  under
                  applicable law or this  agreement but not de minimis  personal
                  use of Company assets or reasonable good faith expense account
                  disputes), (E) the Executive's theft, dishonesty or fraud with
                  regard to the Company or its  affiliates  which is intended to
                  enrich the  Executive  or another  person or entity but not de
                  minimis  personal  use of Company  assets or  reasonable  good
                  faith expense account disputes,  (F) the Executive's inability
                  to competently perform his assigned duties to the satisfaction
                  of the Chief  Executive  Officer or the General Counsel of the
                  Company,  or (G) any other material breach by the Executive of
                  this Agreement that remains uncured for thirty (30) days after
                  written notice  thereof is given to the Executive.  During any
                  period in which the  Executive  is charged  with  committing a
                  crime covered by (A) above, the Company may suspend  Executive
                  from  his  titles,   duties  and  authority   herein   pending
                  resolution of his status under applicable law; such suspension
                  shall  be with  pay for up to six (6)  months  and  thereafter
                  shall  be  without   pay.  In  the  event  of  any   Corporate
                  Transaction  or Change  in  Control,  subsections  (F) and (G)
                  shall be deemed eliminated and without force or effect.

         7.1.3.   Upon  written  notice by the Chief  Executive  Officer  to the
                  Executive,  if the
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<PAGE>

                  Executive  (as  determined by the Chief  Executive  Officer in
                  good faith)  fails to regularly  perform the  material  duties
                  hereunder   by  reason  of  mental  or  physical   illness  or
                  incapacity  for an  aggregate  period  of more  than  180 days
                  during any 365 day  period (a  "Disability"),  provided  that,
                  during  the  Employment  Term prior to such  termination,  the
                  Company's  obligations  hereunder  shall  be  reduced  by  any
                  payments  being  received  by  Executive  under any  long-term
                  disability program.

         7.1.4.   Upon written  notice by the  Executive to the Chief  Executive
                  Officer for Good Reason stating with  specificity  the details
                  of the Good  Reason,  if the stated  Good  Reason is not cured
                  within  twenty (20) days of the giving of such  notice.  "Good
                  Reason"  shall mean any  material  breach of any  provision of
                  this  Agreement by the Company,  including  but not limited to
                  (i) any reduction in Executive's duties or responsibilities as
                  Vice  President of Human  Resources and Workplace  Environment
                  (other  than those  duties  which may no longer be required if
                  the Company  ceases to be a publicly  traded  company) or (ii)
                  any demand that he relocate his principal residence beyond any
                  of the counties  immediately  adjacent to San  Francisco  Bay,
                  without his consent. Any notice for Good Reason shall be given
                  within ninety (90) days of the later of (i) the  occurrence of
                  the triggering  event,  or (ii) the date upon which  Executive
                  could be reasonably expected to know of such event.

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         7.1.5.   Immediately  upon written notice to the Executive by the Chief
                  Executive Officer without Cause.

         7.1.6.   Upon the voluntary  termination by the Executive  without Good
                  Reason  upon  thirty  (30) days  prior  written  notice to the
                  Company (which the Company may, in its sole  discretion,  make
                  effective  earlier).  A notice by Executive of  non-renewal of
                  the Employment Term shall be deemed a voluntary termination by
                  Executive.

         7.2.  Upon  such  earlier  termination  of  the  Employment  Term,  the
Executive  shall be promptly  paid (i) any unpaid  salary and  accrued  vacation
through his date of  termination,  (ii) a prorated  portion of his unpaid annual
bonus,  as determined  by the Chief  Executive  Officer in accordance  with this
Agreement,  for the calendar year of his  termination,  (iii) reimbursed for any
expenses  incurred in  connection  with the business of the Company prior to his
date of termination  which he would be otherwise  entitled to in accordance with
the  Company's  policies on the  reimbursement  of business  expenses,  and (iv)
receive  any  benefits  or  fringes  due under  any  benefit  or fringe  plan or
arrangement in accordance with the terms of said plan or arrangement due for the
period prior to such termination.

         7.3. In addition,  if the  termination is by the Company without Cause,
or by the  Executive  for Good  Reason,  as  provided  above,  and  prior to the
Executive's sixty-fifth birthday, the Executive shall receive in full settlement
of all amounts owed his,  provided he signs a release running to the Company and
its related entities and their respective

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officers,  directors and employees of all claims  relating to his employment and
termination thereof (other than any right to indemnification under the Company's
Articles of Incorporation or By-Laws or the Indemnification Agreement annexed as
Attachment B hereto,  which shall survive) in such form as reasonably  requested
by the Company:

         7.3.1.   Thirteen (13) biweekly  installments  of severance pay each in
                  an  amount  equal to  one-twenty-sixth  of the then sum of his
                  Base  Salary and annual  bonus,  based on the amount  paid for
                  service during the prior six month period (or, in the event of
                  a corporate  austerity  program applied to Executive  together
                  with other  officers  of the  Company,  then the  amount  that
                  otherwise  would  have been paid in  accordance  with  Section
                  3.3), pro rated if necessary, and subject to the offset of any
                  amounts due, and

         7.3.2.   payment by the Company of the premiums for Executive's and his
                  dependents'  COBRA coverage for the Company's health insurance
                  plan that  generally  applies to executives  for the period in
                  which  Executive  is  receiving  severance  pursuant  to  this
                  Agreement or, if earlier,  until  Executive and his dependents
                  cease to be eligible for such COBRA  coverage.  The  Company's
                  payment  obligations  under this Section  (other than those in
                  the  first  sentence)  shall  immediately  cease in the  event
                  Executive  materially  breaches any of his  obligations  under
                  this   Agreement   concerning   the   Company's    Inventions,
                  Confidential  Information,  and not to compete
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<PAGE>

                  or solicit the Company's customers or employees.

         7.3.3.   If the  Employment  Term ends early on account of  Disability,
                  Executive shall be entitled to receive only such amounts as he
                  otherwise be entitled to under any disability policy sponsored
                  by the Company in accordance with this Agreement.

         7.4. If the  Employment  Term ends early pursuant to this Section 7 for
any other reason,  Executive shall cease to have any rights to salary,  bonus or
benefits  other than:  (i) salary or bonus which has accrued but is unpaid as of
the end of the Employment  Term, and (ii) to the limited extent  provided in any
benefit or equity plan or arrangement in which Executive has  participated as an
employee of the Company,  any benefits or rights which by their  specific  terms
extend beyond termination of Executive's employment.

         7.4.1.   All  aforesaid  amounts  in this  Section  shall be subject to
                  required withholding.  The Company and its affiliated entities
                  shall  have  no  other  obligations  to the  Executive  upon a
                  termination except as specifically provided in this Agreement.

8. No Duty to Mitigate/Set-Off.

         Except  as  specifically  stated  in  this  Agreement,   the  Company's
obligation  to make any payments to the  Executive  shall not be affected by any
set-off,  counterclaim,  recoupment,  defense,  or other claim,  right or action
which the Company may have against the Executive or others.  The Company  agrees
that if  Executive's  employment

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with the Company is terminated  during the Employment Term,  Executive shall not
be  required  to seek  other  employment  or to attempt in any way to reduce any
amounts payable to Executive by the Company pursuant to this Agreement. Further,
the amount of any payment or benefit provided for in this Agreement shall not be
reduced by any compensation earned by Executive or benefit provided to Executive
as the result of  employment by another  employer or otherwise.  Any amounts due
under  Section 7 are  inclusive,  and in lieu of, any amounts  payable under any
other salary  continuation or cash severance  arrangement of the Company. To the
extent  any  such  payments  are  made  to  Executive  under  any  other  salary
continuation or cash severance  arrangement,  such payments shall be offset from
the amount due Executive under Section 7.

9. Inventions and Other Intellectual Property.

         The Company and  Executive  agree to promptly  execute the  Proprietary
Information  and Invention  Agreement,  annexed  hereto as Attachment C, and any
revised  versions  which are  subsequently  issued by the Company as part of its
standard terms of employment.

10. Confidential Information.

         Executive   acknowledges   that  the  trade  secrets,   know  how,  and
proprietary  information and observations  concerning the business or affairs of
the Company, or any of its subsidiaries or affiliates or any predecessor thereof
(collectively "Confidential Information"), obtained by his while employed by the
Company  pursuant  to this

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Agreement  are the  property of the  Company or such  subsidiary  or  affiliate.
Executive  agrees that he shall not disclose to any  unauthorized  person or use
for his own  account any  Confidential  Information  without  the prior  written
consent of the Chief Executive  Officer unless and except to the extent that the
aforementioned  matters become  generally  known to and available for use by the
public  other  than as a result of  Executive's  acts or  omissions  to act.  If
Executive  receives  legal  process,  he may comply with it provided he promptly
notifies the Company and diligently  cooperates  with the Company in obtaining a
protective  order.  Executive shall deliver to the Company at the termination of
the  Employment  Term,  or at any  other  time  the  Company  may  request,  all
memoranda, notes, plans, records, reports, computer tapes and software and other
documents and data (and copies thereof) relating to the Confidential Information
or business of the Company or any of its subsidiaries or affiliates which he may
then possess or have under his control.

11. Non-Compete, Non-Solicitation.

         11.1. Executive  acknowledges that in the course of his employment with
the  Company  pursuant  to this  Agreement  he will  become  familiar  with  the
Company's  Confidential  Information  and that his services  will be of special,
unique and extraordinary value to the Company.

         11.2.  During  the  Employment  Term and for one (1)  year  thereafter,
Executive shall not enter into Competition with the Company or its affiliates to
the  extent  such

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Competition requires Executive to divulge,  disclose or communicate to any third
party,  or make use of, any Company  Confidential  Information.  For purposes of
this Agreement, "Competition" shall mean participating,  directly or indirectly,
as  an  individual  proprietor,  partner,  officer,  employee,  director,  joint
venturer,  lender,  consultant or in any capacity  whatsoever (within the United
States  or in any  foreign  country  where  the  Company  or its  affiliates  do
business) in a business which develops or markets goods,  services or intangible
property  which is similar to any of those  marketed or developed by the Company
or its affiliates;  provided, however, that such participation shall not include
(i)  the  mere  ownership  of not  more  than  two  percent  (2%)  of the  total
outstanding  stock of a publicly held company,  (ii) the performance of services
for any  enterprise to the extent such services are not  performed,  directly or
indirectly,  for a business in the  aforesaid  competition,  (iii) any  activity
engaged in with the prior written  approval of the Chief Executive  Officer,  or
(iv)  Executive's  employment by a non  Competitive  division (or other business
unit) of a company which is in Competition with the Company so long as Executive
is not  involved  with  the  competitive  division  (or  other  business  unit).
Notwithstanding anything else in this Section to the contrary, subsequent to the
termination  of  Executive's  employment  hereunder,  Executive may, in his sole
discretion, passively invest in any entity, provided Executive does not divulge,
disclose or communicate any Company Confidential  Information to such company or
its  affiliates,  employees,  officers,  consultants,   directors,  lenders,  or
investors  and  further  provided  Executive  does not render  services  to such
company or otherwise  violates  this
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Section (other than by making such passive investments).

         11.3.  During  the  Employment  Term and for two (2) years  thereafter,
Executive shall not directly or indirectly  solicit for Competitive  products or
induce any customer of the Company or its affiliates to terminate,  or otherwise
to cease,  reduce,  or diminish in any way its  business  relationship  with the
Company or its affiliates.

         11.4. During the Employment Term and one (1) year thereafter, Executive
shall not recruit, solicit or induce any nonclerical employees of the Company or
its affiliates to terminate  their  employment or otherwise cease their business
relationship  with the  Company  or its  affiliates,  or hire or assist  another
person  or  entity  to hire  any  nonclerical  employee  of the  Company  or its
affiliates.  Executive  agrees not to circumvent this  prohibition by hiring any
such employee within six (6) months after the employee terminates his employment
with the Company or its affiliates.  Notwithstanding the foregoing, if requested
by any entity with which Executive is not  affiliated,  Executive may serve as a
reference  for any person who at the time of the  request is not an  employee of
the Company or any of its affiliates.

         11.5.  If, at the time of  enforcement  of this Section,  a court holds
that the restrictions  stated herein are unreasonable  under  circumstances then
existing,  the parties agree that the maximum period, scope or geographical area
reasonable under such circumstances  shall be substituted for the stated period,
scope or area and that the court  shall be allowed  to revise  the  restrictions
contained herein to cover the maximum

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period, scope and area permitted by law.

12. Refund Of Benefits.

         In the  event  Executive  is in  breach of  Section  11  ("Non-Compete,
Non-Solicitation"),  or  such  modified  version  as may  be  required  by  law,
Executive will relinquish to the Company:

         12.1. all stock options and other  benefits  under any stock  incentive
plan,  including the Options  granted under this Agreement and  Attachment  "A",
which vested in the  Executive's  interest  during the six months  preceding the
last day of Executive's  employment by the Company. In the event Executive sells
or otherwise  transfers any such Options,  Executive  will refund to the Company
the amount of the gross economic value realized by Executive.

         12.2. all bonus payments, or any pro rata portions thereof,  which were
paid or otherwise  owed to Executive  for his services  rendered  during the six
months preceding the last day of Executive's employment by the Company.

         12.3. all severance payments  calculated on the basis of salary,  bonus
or both.

         12.4. The  relinquishment of the foregoing  benefits in accordance with
this Section shall not limit or otherwise preclude all other rights and remedies
of the Company due to the Executive's breach of this Agreement.

13. Enforcement.

         Because  Executive's  services  are unique and  because  Executive  has
access to  Confidential  Information  of the  Company  and its  affiliates,  the
parties  hereto  agree  that

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money damages, while not waived, would be an inadequate remedy for any breach of
this Agreement.  Therefore,  in the event a breach or threatened  breach of this
Agreement,  the Company or its  successors  or assigns may, in addition to other
rights  and  remedies  existing  in their  favor,  including  the award of money
damages,  apply to any court of competent  jurisdiction for specific performance
and/or injunctive or other relief in order to enforce, or prevent any violations
of, the provisions hereof (without posting a bond or other security).

14. Indemnification.

         Executive  shall be entitled to be indemnified for his activities as an
officer to the full extent provided in the Articles of Incorporation and By-Laws
of the Company and in accordance with the  Indemnification  Agreement annexed as
Attachment B hereto,  which the Company and Executive agree to promptly execute.
In addition,  the Company  shall cover  Executive  under  Directors and Officers
Liability  Insurance  during the  Employment  Term in the same amount and to the
same extent as the Company covers its other officers.

15. Executive Representations.

         Executive   represents  and  warrants  to  the  Company  that  (i)  the
execution,  delivery and performance of this Agreement by Executive does not and
will not conflict with,  breach,  violate or cause a default under any contract,
agreement,  instrument,  order, judgment or decree to which Executive is a party
or by which he is bound,  (ii)

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<PAGE>

except with respect to agreements  which have been  furnished to the Company and
relate  primarily to  confidentiality,  intellectual  properties  and/or ethical
conduct entered into between Executive and his former employer(s),  Executive is
not a  party  to or  bound  by  any  employment  agreement,  change  in  control
agreement,  non-compete  agreement or  confidentiality  agreement with any other
person or entity, (iii) upon the execution and delivery of this Agreement by the
Company,  this Agreement shall be the valid and binding obligation of Executive,
enforceable  in  accordance  with its terms,  (iv)  Executive is a United States
citizen or a lawfully  resident alien entitled to work within the United States,
and (v)  Executive  will in performing  his duties not utilize any  confidential
information of any other person or entity.

16. Entire Agreement; Modification.

         This Agreement,  and all documents incorporated herein,  constitute the
full and complete  understanding  of the parties  hereto and will  supersede all
prior  agreements  and  understandings,  oral or  written,  with  respect to the
subject  matter  hereof.  Each  party  to this  Agreement  acknowledges  that no
representations,  inducements,  promises or agreements,  oral or otherwise, have
been made by either party, or anyone acting on behalf of either party, which are
not  embodied  in this  Agreement,  and that no other  agreement,  statement  or
promise  not  contained  in this  Agreement  shall  be valid  or  binding.  This
Agreement  may not be modified  or amended  except by an  instrument  in writing
signed by the party against whom or which enforcement may be sought.

                                       20

<PAGE>

17. Survival.

         The   provisions  of  this   agreement   which  by  their  terms  imply
continuation beyond the end of the Employment Term shall survive notwithstanding
any termination of the Employment Term.

18. Severability.

         Any  term  or  provision  of  this   Agreement   which  is  invalid  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms and  provisions  of this  Agreement  or
affecting  the validity or  enforceability  of any of the terms of provisions of
this Agreement in any other jurisdiction.

19. Waiver of Breach.

         The  waiver  by any  party  of a  breach  of  any  provisions  of  this
Agreement, which waiver must be in writing to be effective, shall not operate or
be construed as a waiver of any subsequent breach.

20. Notices.

         All notices  hereunder  shall be in writing and shall be deemed to have
been duly given when  delivered by hand, or one (1) day after sending by express
mail or other  "overnight  mail  service,"  or three (3) days  after  sending by
certified or registered mail, postage prepaid, return receipt requested.  Notice
shall be sent as follows: if to Executive, to the last known address provided by
the  Executive in the Company's  records and, if to the Company,  at the address
set forth on the first page of this

                                       21

<PAGE>

Agreement,  attention of the General Counsel. Either party may change the notice
address by notice in accordance with this Section.

21. Assignability; Binding Effect.

         This  Agreement  shall be  binding  upon and  inure to the  benefit  of
Executive and Executive's legal  representatives,  heirs and  distributees,  and
shall be binding  upon and inure to the benefit of the Company,  its  successors
and assigns. This Agreement may not be assigned by the Executive. This Agreement
may not be assigned by the Company, except in connection with a merger or a sale
by the  Company of all or  substantially  all of its assets  and, in such event,
only on the condition that the assignee  specifically  assumes in writing all of
the Company's obligations under this Agreement.

22. Governing Law.

         All issues  pertaining  to the  validity,  construction,  execution and
performance of this Agreement shall be construed and governed in accordance with
the laws of the State of  California,  without  giving effect to the conflict or
choice of law provisions thereof.

23. Arbitration.

         23.1.  In the event of any dispute of any kind  whatsoever  between the
parties,  arising  out of or related in any way to this  Agreement,  the parties
agree to submit all such  disputes to binding  arbitration.  Each party shall be
entitled  to appoint one  arbitrator,  who shall not be an  affiliate,  officer,
director,  employee,  agent,  vendor or contractor of that party.  The appointed
arbitrators shall then appoint a neutral arbitrator

                                       22

<PAGE>

who shall serve as  Chairman,  and the  arbitration  shall be  conducted  by the
arbitrators so chosen. The parties' arbitrators shall be experienced  executives
in the technology  industry,  and the Chairman  shall be an attorney  practicing
litigation in the field of employment law. The arbitration shall be conducted in
Santa Clara County, California.  Demand for arbitration shall be made in writing
and shall be served upon the party or parties to whom the demand is addressed in
the manner  provided for the tender of notices in this  Agreement.  If the party
receiving the demand for arbitration  does not appoint its arbitrator  within 30
days after receiving such notice, the arbitrator  appointed by the party serving
the  demand for  arbitration  shall be  further  empowered  to serve as the sole
arbitrator,  notwithstanding  that he fails to meet the  qualifications  for the
Chairman set forth in this Section.

         23.2.  The  arbitrators  are  authorized to award any remedy,  legal or
equitable,  as well as any  interim  relief  as they deem  appropriate  in their
discretion.  However,  notwithstanding the foregoing, the arbitrators shall have
no power to add to,  subtract  from, or modify any of the terms or conditions of
this Agreement.

         23.3. Subject to the arbitration  agreement stated in this Article, the
federal and state courts  located in Santa Clara County,  California  shall have
exclusive  jurisdiction  over all other legal  proceedings  between the parties.
Executive agrees to the personal  jurisdiction of said courts and to the receipt
of service of process in the same form as other  notices  under this  Agreement.
Application  may be  made  to any  such  court  to  assist  the  arbitrators  in
performing their arbitral duties, to confirm their award and to

                                       23

<PAGE>

enforce any such award as a judgement of said court.

24. Headings And Gender Neutrality.

         The headings in this Agreement are intended  solely for  convenience or
reference and shall be given no effect in the construction or  interpretation of
this  Agreement.  The use of  either  masculine  or  feminine  pronouns  in this
Agreement  are  merely  a  convenience  of the  draftsperson  and  shall  not be
indicative of any party's gender.

25. Counterparts.

         This Agreement may be executed in several  counterparts,  each of which
shall be deemed to be an original but all of which together shall constitute one
and the same instrument.

                                       24

<PAGE>

         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly
executed and  Executive has hereunto set his hand as of the date first set forth
above.


                                      CYLINK CORPORATION


                                      By: /s/ William P. Crowell
                                          ---------------------------
                                      Name:  William P. Crowell
                                      Title: CEO and President


                                      EXECUTIVE


                                      /s/  Pamela Drew
                                      --------------------------
                                      Pamela Drew

                                       25

<PAGE>

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         This First  Amendment  is made as of the 1st day of January,  2002 (the
"Effective Date"), by and between Cylink Corporation,  a California  corporation
with its principal place of business at 3131 Jay Street, Santa Clara, California
95054 (the "Company"),  and Pamela E. Drew,  residing at 19369 Greenwood Avenue,
Cupertino, CA (the "Executive").

         WHEREFORE,  the Company and Executive executed an Employment  Agreement
(the "Agreement") having an Effective Date of December 1, 2000;

         WHEREFORE,  the Company has revised some of the  standard  terms of its
executive Employment Agreements;

         NOW THERFORE, the parties agree as follows:

1. Article 5 of the Agreement is revised to state:

Stock Options.

         5.1.  The  Compensation  Committee  of  the  Board  (the  "Compensation
Committee")  authorized  granting to Executive  on December 1, 2000,  options to
purchase 30,000 shares of Company common stock at an exercise price of $3.44 per
share,  pursuant and subject to the Company's 1994 Flexible Stock Incentive Plan
(the "Plan"). Such options shall be non-qualified or incentive stock options, or
a combination  thereof as determined by the Plan's  Administrator.  The terms of
the options,  as more fully set forth in the option


<PAGE>

First Amendment
Employment Agreement
Pamela Drew

agreement  annexed  hereto as  Attachment A, and  specifically  modified by this
Section 5, shall provide that (i) they shall be for a maximum six (6) year term,
and (ii) shall vest and become  exercisable  ratably over a four (4) year period
on the last day of each month during such period, provided: (A) the Executive is
employed by the Company on each vesting date, and provided further, that (B) the
initial twenty five percent (25%) of the options shall not be exercisable unless
and until the Executive remains employed by the Company on the first anniversary
of the Effective Date.

         5.2. Furthermore,  in the event of a "Corporate Transaction" or "Change
In Control" during the Term of this Agreement, the Executive will be entitled to
vesting  of all of the  Executive's  then  unvested  options  (the  "Accelerated
Options")  under  all  option  agreements  granted  during  the  period  of  her
employment, subject to the provisions of this Section 5:

         5.2.1.   In the  event of a  "Corporate  Transaction"  the  Accelerated
                  Options shall fully vest  immediately  prior to closing unless
                  the Company's successor in interest, or its parent, offers to:

         5.2.2.   either  (i)  assume  the  Executive's  Accelerated  Options in
                  accordance  with  Section  11 of the  Plan and  allow  them to
                  continue  vesting  in  accordance  with their  terms,  or (ii)
                  replace them with equivalent options,  having the same vesting
                  schedule as the  original  grant by the  Company,  to purchase
                  publicly  traded  shares in the successor  corporation  or its

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<PAGE>

First Amendment
Employment Agreement
Pamela Drew

                  Parent  by  exchanging  them at the  same  rate of  conversion
                  offered to the Company's common  shareholders in the Corporate
                  Transaction, and

         5.2.3.   provided  further  that the  successor  in interest  agrees to
                  fully vest all such assumed or exchanged  Accelerated  Options
                  on the earlier of: (i) the first  anniversary of his continued
                  employment following such Corporate Transaction,  or (ii) upon
                  termination  of the  Agreement by the Company or its successor
                  in interest if such  termination  occurs  either  without good
                  Cause or by the Executive for Good Reason.

         5.3. In the event of a Change In Control, the Accelerated Options shall
vest on the earlier of: (i) the first anniversary of such Change In Control,  or
(ii) upon  termination  of the  Agreement  by the  Company or its  successor  in
interest  if  such  termination  occurs  either  without  good  Cause  or by the
Executive for Good Reason. For purposes of the Agreement and this Amendment, the
terms "Corporate Transaction" and "Change in Control" shall have the definitions
of the Plan,  except  that a  "Corporate  Transaction"  shall also  include  the
acquisition  of more than 50% of the  Company's  outstanding  securities  by any
person or  related  group of persons  as  defined  in  Section  13(d)(3)  of the
Securities Act of 1934, other than the entities and  transactions  identified on
the Attachment to this First Amendment.

                                       28

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First Amendment
Employment Agreement
Pamela Drew

2. Article 6 is revised to state:

Paid Time Off ("PTO").

         During  the  Employment  Term,  Executive  shall  be  entitled  to PTO,
including  vacation,  equal  to the  greater  of:  (i)  fifteen  days  plus  one
additional  day for each year of employment by the Company,  or (ii) twenty days
plus one additional day for each year of employment under this Agreement; but in
no event more than 25 days, in each full calendar year (prorated for any partial
year) to be taken at such  times as  mutually  agreed by the  Executive  and the
Chief Executive Officer.

3. All other terms and  conditions of the  Agreement  shall remain in full force
and effect as if restated in their entirety herein.

         IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be duly
executed and  Executive has hereunto set his hand as of the date first set forth
above.

                                           CYLINK CORPORATION

                                           By: /s/ R. Fougner
                                               --------------------------
                                           Name:  R. Fougner
                                           Title: VP, Corporate Secretary

                                       29

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First Amendment
Employment Agreement
Pamela Drew

                                           EXECUTIVE

                                           By /s/ Pamela Drew
                                              --------------------------
                                           Pamela Drew

                                       30