EMPLOYMENT AGREEMENT

         Agreement made as of the 13th day of March 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 Richard F. Walsh residing at 40 Glen Eyrie Ave. #26, San Jose CA
95125 (the "Executive").

                              W I T N E S S E T H :

         WHEREAS,  the Company  desires to employ  Executive as Vice  President,
Chief Information  Officer,  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:

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Employment Agreement
Richard F. Walsh
March 13, 2000

1. 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,  Chief  Information
Officer,  and in such other executive capacities assigned by the Chief Executive
Officer which are not inconsistent with Executive's duties.  Executive's duties,
authority and  responsibilities  shall be  commensurate  with those of a 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.

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Richard F. Walsh
March 13, 2000

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 March 13, 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 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.

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

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Richard F. Walsh
March 13, 2000

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 $40,000 based,  in part, on  achievement of performance  goals which shall be
determined by the Chief Executive  Officer in  consultation  with the Executive.
The actual bonus may vary in the sole discretion of the Chief Executive  Officer
based on his assessment of the Executive's performance.

         3.4. The Company shall reimburse  Executive for all reasonable expenses
incurred  by him 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

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Richard F. Walsh
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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 March 31, 2000,
options to purchase  125,000 shares of Company common stock at an exercise price
of $14.50 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
agreement  annexed  hereto as  Attachment A, and  specifically  modified by this
Section 5, shall  provide that (i) they shall be for a

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Richard F. Walsh
March 13, 2000

maximum  six (6) year term from the grant  date,  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 a certain  percentage of the Executive's  then unvested  options (the
"Accelerated  Options"),  subject to the  provisions of this Section 5, with the
percentage being determined as follows:

         5.2.1.   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.

         5.2.2.   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.

         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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Richard F. Walsh
March 13, 2000

         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 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 80% of the Company's outstanding
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Richard F. Walsh
March 13, 2000

securities by any entity or related group of entities.

6. Vacation.

         During the  Employment  Term,  Executive  shall be entitled to four (4)
weeks paid 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

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Richard F. Walsh
March 13, 2000

                  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 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,  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

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Richard F. Walsh
March 13, 2000

                  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  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,

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Richard F. Walsh
March 13, 2000

                  Chief  Information  Officer (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.

         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

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Richard F. Walsh
March 13, 2000

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 him,  provided he signs a release running to the Company and
its related entities and their respective  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.   Six (6)  monthly  installments  of  severance  pay  each in an
                  amount equal to one-twelfth 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

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Richard F. Walsh
March 13, 2000

                  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 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

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Richard F. Walsh
March 13, 2000

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  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

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Richard F. Walsh
March 13, 2000

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 him while employed by the
Company  pursuant  to this  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

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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  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

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March 13, 2000

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  Section  (other than by making such
passive investments).

         11.3.  During  the  Employment  Term and for two (2) years  thereafter,
Executive shall
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March 13, 2000

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 period, scope and area permitted by law.

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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

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March 13, 2000

Confidential  Information of the Company and its affiliates,  the parties hereto
agree that 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,

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Employment Agreement
Richard F. Walsh
March 13, 2000

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) 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

                                       21

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Employment Agreement
Richard F. Walsh
March 13, 2000

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.

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.

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Employment Agreement
Richard F. Walsh
March 13, 2000

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 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

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Employment Agreement
Richard F. Walsh
March 13, 2000

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 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.

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Employment Agreement
Richard F. Walsh
March 13, 2000

         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 enforce any such
award as a judgement of said court.

24. Headings.

         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.

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.

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Employment Agreement
Richard F. Walsh
March 13, 2000

         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/ Richard F. Walsh
                                                --------------------------
                                                Richard F. Walsh

                                       26

<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 Richard F. Walsh, residing at 40 Glen Eyrie Ave. #26,
San Jose CA 95125 (the "Executive").

         WHEREFORE,  the Company and Executive executed an Employment  Agreement
(the "Agreement") having an Effective Date of March 13, 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 March 31,  2000,  options to
purchase  125,000  shares of Company common stock at an exercise price of $14.50
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  agreement  annexed
hereto as  Attachment  A, and  specifically  modified  by this



<PAGE>

First Amendment
Employment Agreement
Richard F. Walsh

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  his
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
                  Parent  by  exchanging  them at the  same  rate of  conversion
                  offered to the
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First Amendment
Employment Agreement
Richard F. Walsh

                  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 Amendment.

                                       29

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First Amendment
Employment Agreement
Richard F. Walsh

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

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First Amendment
Employment Agreement
Richard F. Walsh


                                                 EXECUTIVE

                                                 By /s/ Richard F. Walsh
                                                    ---------------------
                                                 Richard F. Walsh

                                       31