EMPLOYMENT AGREEMENT

         Agreement  made as of the  30th  day of  April,  2001  (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 Patrick K. Reilly residing at 1191 Crescent Drive 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
Sales, 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:

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  Sales,  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

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Employment Agreement
Patrick K. Reilly
April 30, 2001

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 April 30, 2006
(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

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April 30, 2001

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 $185,000  ("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.

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April 30, 2001

         3.3. In addition to the Base Salary,  for each calendar year  completed
during the  Employment  Term,  the Company  shall pay to  Executive an incentive
bonus based on  achievement  of revenue  goals which shall be  determined by the
Chief Executive Officer in consultation with the Executive.  The incentive bonus
for the balance of fiscal year 2001 is annexed to this Agreement.

         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  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.

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5. Stock Options.

         5.1.  The  Compensation  Committee  of  the  Board  (the  "Compensation
Committee"), or its delegee, authorized granting to Executive on April 30, 2001,
options to purchase 200,000 shares of Company common stock, 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 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.

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April 30, 2001

         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:

         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 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.

         5.4. 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

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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 Attachment "B".

         5.5.  As a further  stock  incentive  bonus,  at the end of each fiscal
quarter  you will be  eligible  for an  additional  grant of options to purchase
10,000 shares of Company common stock, provided the Company achieves its minimum
revenue  objective  established  by the  Company's  Chief  Executive  Officer in
consultation  with the Chief Financial Officer no later than the commencement of
each such quarter.  These grants will be issued after the close of market on the
second trading day following public announcement of Cylink's quarterly financial
results,  they will have an exercise  price equal to the closing market price on
the date they are issued, and they shall be exercised immediately.

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.

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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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                  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 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.

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         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 of Sales (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

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                  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 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.

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         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 C 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 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

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April 30, 2001

                  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.

         7.3.4.   Provided (i) Executive  first provides the Company with a copy
                  of all  computer  data  related to the  Company's  business in
                  Executive's  possession,  in a form acceptable to the Company,
                  and  (ii)  Executive  complies  with  all of  his  obligations
                  concerning the Company's Confidential  Information,  Executive
                  may also keep for his  personal use the laptop  computer  used
                  exclusively  by  Executive  in  the  ordinary  course  of  his

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                  employment, provided further that the specific laptop had been
                  purchased  by the  Company at least four  months  prior to the
                  notice of termination of his employment.

         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 D, 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

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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  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.

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         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 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

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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 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.

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         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.

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.

                                       19

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Employment Agreement
Patrick K. Reilly
April 30, 2001

         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  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 C hereto,  which the Company and Executive agree to promptly execute.
In addition,  the

                                       20

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Employment Agreement
Patrick K. Reilly
April 30, 2001

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) 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.

                                       21

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Employment Agreement
Patrick K. Reilly
April 30, 2001

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.

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.

                                       22

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Employment Agreement
Patrick K. Reilly
April 30, 2001

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 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

                                       23

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Employment Agreement
Patrick K. Reilly
April 30, 2001

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 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

                                       24

<PAGE>

Employment Agreement
Patrick K. Reilly
April 30, 2001

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 enforce any such
award as a judgment 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

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Employment Agreement
Patrick K. Reilly
April 30, 2001

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.

                                       26

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Employment Agreement
Patrick K. Reilly
April 30, 2001

         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/ Patrick K. Reilly
                                      --------------------------
                                      Patrick K. Reilly

                                       27

<PAGE>

Employment Agreement
Patrick K. Reilly
April 30, 2001

                                  ATTACHMENT B
                                  ------------

         For purposes of this  Agreement the following  events are excluded from
the definition of "Corporate Transaction":

         1) Acquisition of more than 50% of the Company's outstanding securities
by  Topspin  Partners  LP  or  Topspin  Associates  LP,  or  both  (collectively
"Topspin") or by Topspin in  combination  with one or more  entities  affiliated
with or under common management with Topspin.

         2) A  transaction  approved by the Board of  Directors  that causes the
Company's  securities  to  cease  trading  on any  and  all  publicly  regulated
exchanges and markets,  without  transferring  corporate control to unaffiliated
parties  other than  solely for  purposes of  financing  the  transaction  (i.e.
"taking the Company private").

                                       28

<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 Patrick K. Reilly,  residing at 1191 Crescent Drive,
San Jose, CA 95125 (the "Executive").

         WHEREFORE,  the Company and Executive executed an Employment  Agreement
(the "Agreement") having an Effective Date of April 30th, 2001;

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

         NOW THERFORE, the parties agree as follows:

1. Article 6 of the Agreement 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.

2. All other terms and  conditions of the  Agreement  shall remain in full force


<PAGE>

First Amendment
Employment Agreement
Patrick K. Reilly

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


                                           EXECUTIVE

                                           By /s/ Patrick K. Reilly
                                              --------------------------
                                              Patrick K. Reilly

                                       30