EMPLOYMENT AGREEMENT

     Agreement made as of the 6th day of November,  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 R. Christopher  Chillingworth  residing at 46 W. Fourth Street,
Avenue #106, San Mateo, CA 94402 (the "Executive").

                              W I T N E S S E T H :

     WHEREAS,  the Company desires to employ Executive as Vice President Finance
and Chief Financial 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:

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  Finance and Chief Financial  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

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Employment Agreement
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November 6, 2000

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

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

2. Term of Employment.

         Executive's  employment  under this Agreement  shall be for a term (the
"Employment  Term")  commencing on the "Effective Date" and terminating,  unless
otherwise terminated earlier as provided in this Agreement,  on November 6, 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 perio2ds (the  "Additional  Terms"),  unless,  at least
thirty (30) days prior to the end of the

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November 6, 2000


Original  Employment  Term or any Additional  Term, the Company or the Executive
has notified the other in writing that the  Employment  Term shall expire 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 $175,000  ("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,

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November 6, 2000

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 $75,000 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  (and  subject to any
Company austerity plans).

     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

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November 6, 2000

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")
authorized  granting  to  Executive  on  November  6, 2000,  options to purchase
100,000 shares of Company common stock at an exercise price of $2.625 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 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 be deemed exercisable immediately.

     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

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November 6, 2000

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 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

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November 6, 2000

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 Attachment "B".

6. 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 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.

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

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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 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

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                  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.

     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

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November 6, 2000

                  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 Finance and Chief  Financial  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.


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

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

     7.3. In addition, if the termination is by the Company without Cause, or by
the Executive for Good Reason,  as provided above,  and prior to the Executive's
sixty-fifth  birthday,  the Executive  shall  receive in full  settlement of all
amounts owed him,

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

     7.3.2.       payment by the Company of the premiums for Executive's and his
                  dependents'  COBRA coverage for the Company's health insurance
                  plan that  generally  applies to executives  for the period in
                  which  Executive  is  receiving  severance  pursuant  to  this
                  Agreement or, if earlier,  until  Executive and his dependents
                  cease to be eligible for such COBRA  coverage.  The  Company's
                  payment obligations under this Section (other

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November 6, 2000

                  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  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.

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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  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

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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  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.

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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 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

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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 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

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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.

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

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such  Options,  Executive  will  refund to the  Company  the amount of the gross
economic value realized by Executive.

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

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

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

13. Enforcement.

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

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Employment Agreement
R. Christopher Chillingworth
November 6, 2000

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 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

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Employment Agreement
R. Christopher Chillingworth
November 6, 2000

binding obligation of Executive,  enforceable in accordance with its terms, (iv)
Executive is a United States  citizen or a lawfully  resident  alien entitled to
work within the United  States,  and (v) Executive will in performing his duties
not utilize any confidential information of any other person or entity.

16. Entire Agreement; Modification.

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

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.

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Employment Agreement
R. Christopher Chillingworth
November 6, 2000

18. Severability.

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

19.  Waiver of Breach.

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

20.  Notices.

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

21.  Assignability; Binding Effect.

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Employment Agreement
R. Christopher Chillingworth
November 6, 2000

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

22. Governing Law.

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

23. Arbitration.

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

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R. Christopher Chillingworth
November 6, 2000

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

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

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

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Employment Agreement
R. Christopher Chillingworth
November 6, 2000

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 And Gender Neutrality.

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

25. Counterparts.

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

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Employment Agreement
R. Christopher Chillingworth
November 6, 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/ R. Christopher Chillingworth
                                             --------------------------------
                                             R. Christopher Chillingworth


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