<PAGE>   1
Exhibit 10.31a


                   WARRANT TO PURCHASE SHARES

                         OF COMMON STOCK

                               OF

                          XIRCOM, INC.

<PAGE>   2

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN
STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT
AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER
OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS
IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

                                 Void after 5:00 p.m.,
                                 Pacific Time
                                 on February 27, 2002



           WARRANT TO PURCHASE SHARES OF COMMON STOCK
                               OF
                          XIRCOM, INC.



Initial Number of Shares:  1,509,903 shares
Date of Grant:             February 28, 1997
Expiration Date:           February 27, 2002

THIS CERTIFIES THAT, for value received pursuant to that certain Common Stock
and Warrant Purchase Agreement dated as of January 13, 1997 (the "Purchase
Agreement), Intel Corporation and any person to whom the interest in this
Warrant is lawfully transferred pursuant to the terms and conditions set forth
herein (the original holder hereof and such transferees are referred to
hereinafter as the "Holder") is entitled to purchase, at any time and from time
to time after the date hereof, up to the above number (as adjusted pursuant to
Section 2 hereof) of fully paid and nonassessable shares of the Common Stock
(the "Shares") of Xircom, Inc., a California corporation (the "Company"), at the
applicable Per Share Exercise Price as set forth in Section 1.1 hereof, subject
to the provisions and upon the terms and conditions set forth herein.

This Warrant is subject to the following terms and conditions:

1.   EXERCISE.

      1.1 Per Share Purchase Price. The "Per Share Purchase Price" at which this
Warrant may be exercised shall be as set forth in the following table, subject
to adjustment as provided in Section 2 hereof:

<PAGE>   3
<TABLE>
<CAPTION>
                Date of Exercise                    Price
                ----------------                    -----
<S>                                              <C> 
From February 28, 1997 through February 27, 1998  $22.8525

From February 28, 1998 through February 27, 1999  $27.0075

From February 28, 1999 through February 27, 2002  $31.1625
</TABLE>

      1.2 Expiration. This Warrant shall expire and be canceled in its entirety
on the Expiration Date set forth above and must be exercised, if at all, on or
before the Expiration Date (subject only to the provisions of Section 1.6
below).

     1.3  Exercise.

          (a) The purchase right represented by this Warrant may be exercised by
the Holder, in whole or in part, for up to the total number of shares then
exercisable, by the surrender of this Warrant (with the Common Stock Warrant
Notice of Exercise form attached hereto as Annex I duly executed) at the
principal office of the Company and by the payment to the Company in cash (by
wire transfer), in an amount equal to the then applicable Purchase Price Per
Share multiplied by the number of Shares then being purchased.

          (b) In lieu of exercising this Warrant by payment of cash, when
permitted by law and applicable regulations, the Holder may pay such exercise
price through a "same day sale" commitment from the Holder and a broker-dealer
that is a member of the National Association of Securities Dealers (an "NASD
Dealer") whereby the Holder irrevocably elects to exercise the Warrant and to
sell a portion of the Shares so purchased to pay for the exercise price and
whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the exercise price directly to the Company.

          (c) In lieu of exercising this Warrant by payment of cash or by
payment through a same day sale, the Holder may elect to receive, without the
payment by the Holder of any additional consideration, a number of shares
(rounded down to the nearest whole share) equal to the value of this Warrant or
any portion hereof by the surrender of this Warrant or such portion to the
Company (the "Net Exercise"), with the net issue election initialed in the
Common Stock Warrant Notice of Exercise annexed hereto duly executed, at the
office of the Company. Thereupon the Company will issue to the Holder such
number of shares of Common Stock of the Company as is computed using the
following formula.

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                           X = Y (A-B)
                               -------
                                   A

where X =  the number of shares of Common Stock to be issued to the Holder
           upon the Net Exercise pursuant to this Section 1.3;

Y =        the number of Shares exercised under this Warrant for which the net
           issue election is made pursuant to this Section 1.3 (upon such Net
           Exercise, the number of shares subject to further exercise under this
           Warrant shall be reduced by this number);

A =        the Market Price (as defined below) of one share of the Company's
           Common Stock on the date the net issue election is made pursuant to
           this Section 1.3; and

B =        the Per Share Purchase Price in effect under this Warrant on the
           date the net issue election is made pursuant to this Section 1.3.

For purposes of this Section 1.3, "Market Price" means, as to a share of Common
Stock, the average of the closing prices of sales on all domestic securities
exchanges on which the Common Stock may at the time be listed, or, if there have
been no sales on any such exchange on any day, the average of the highest bid
and lowest asked prices on all such exchanges at the end of such day, or, if on
any day the Common Stock is not so listed, the average of the representative bid
and asked prices quoted in the Nasdaq National Market as of 4:00 P.M., New York
time, on such day, or, if on any day the Common Stock is not quoted in the
Nasdaq National Market, the average of the highest bid and lowest asked prices
on such day in the domestic over-the-counter market as reported by the National
Quotation Bureau, Incorporated, or any similar successor organization, in each
such case averaged over a period of thirty (30) Trading Days immediately
preceding the date the net issue election or other exercise is made pursuant to
this Section 1.3; provided, however, that if the Common Stock is listed on any
domestic securities exchange the term "Trading Days" as used in this sentence
means days on which such exchange is open for trading. If at any time the Common
Stock is not listed on any domestic securities exchange or quoted in the Nasdaq
National Market or the domestic over-the counter market, the "Market Price"
shall be the fair value thereof determined jointly by the Company and the
Holder; provided, however, that if such parties are unable to reach agreement
within fifteen (15) business days following written notice from the Holder to
the Company setting forth the Holder's determination of such fair value, such
fair value shall be determined by an appraiser jointly selected by the Company
and the Holder. The determination of such appraiser shall be final and binding
on the Company and the Holder, and the fees and expenses of such appraiser shall
be paid by the Company.

     1.4  Limitations on Exercise. The exercise of this Warrant, and the 
issuance of the Shares will be subject to and conditioned upon compliance by the
Company and the Holder with all applicable state and federal laws and
regulations and with all applicable requirements of any stock exchange or
automated quotation system on which the Company's common stock may be listed or
quoted at the time of such issuance or transfer. The Company shall, at its sole
cost and expense, use its reasonable best efforts to make all filings, notices
and applications required

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by the Company (excluding filings, notices and applications required by the
Holder), and take all other actions necessary to permit the exercise of this
Warrant by the Holder and the issuance of the Shares to the Holder, and the
Holder shall cooperate with all reasonable requests of the Company in connection
therewith. This Warrant may not be exercised as to fewer than 50,000 Shares
unless it is exercised as to all Shares as to which the Warrant is then
exercisable.

      1.5 Issuance of New Warrant. In the event of any exercise of the purchase
right represented by this Warrant, certificates for the Shares so purchased will
be delivered to the Holder within four (4) business days after receipt of such
payment and, unless this Warrant has been fully exercised or has expired, a new
Warrant representing the portion of the Shares, if any, with respect to which
this Warrant will not then have been exercised will also be issued to the Holder
within a reasonable time.

     1.6  Hart Scott-Rodino Compliance.

          (a) The Company hereby acknowledges that the exercise of this Warrant
by Holder may subject the Company and/or the Holder to the filing requirements
of the Hart-Scott Rodino Antitrust Improvements Act of 1976 (the "HSR Act") and
that the Holder may be prevented from closing the exercise of this Warrant until
the expiration or early termination of all waiting periods imposed by, and
compliance with all other requirements under, the HSR Act ("HSR Requirements").
If on or before the Expiration Date, the Holder (i) has sent the Common Stock
Warrant Notice of Exercise to the Company, (ii) has irrevocably elected to
exercise this Warrant for the number of Shares specified in such notice subject
only to compliance with the HSR Requirements, and (iii) the Holder has not been
able to complete the exercise of this Warrant prior to the Expiration Date
solely because of the HSR Requirements, then, for so long as the Holder actively
continues in its effort to comply with the HSR Requirements, the Holder shall be
entitled to complete the process of exercising this Warrant for such number of
Shares in accordance with the procedures contained herein notwithstanding the
fact that completion of the exercise of this Warrant would take place after the
Expiration Date. If an exercise by Holder is subject to HSR Requirements, the
amount payable upon such exercise shall be paid to the Company within five (5)
business days of the Holder's receiving written notice the expiration or notice
of early termination of, or compliance with, all HSR Requirements.

          (b) The Company and the Holder shall use all reasonable efforts to
comply with the HSR Requirements; provided, however, that neither the Company
nor the Holder shall be under any obligation to comply with any request or
requirement imposed by the Federal Trade Commission (the "FTC"), the Department
of Justice ("DofJ") or any other governmental authority in connection with their
compliance with the HSR Requirements if the Company or the Holder reasonably
determines that such compliance is unduly burdensome. Without limiting the
generality of the foregoing, neither the Company nor the Holder shall be
obligated to comply with any request by, or requirement of, the FTC, the DofJ or
any other governmental authority, that such party determines is unduly
burdensome: (i) to disclose information the Company or the Holder, as the case
may be, desires to keep confidential; (ii) to dispose or any assets or
operations; or (iii) to comply with any restriction on the manner in which they
conduct their respective operations. In the event that the Company shall elect
not to comply with any of the HSR Requirements pursuant to the immediately
preceding sentence, it shall be

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obligated to pay to the Holder within sixty (60) business days following written
election from the Holder an amount equal to the difference between: (1) the
Market Price as of the date of the Common Stock Warrant Notice of Exercise,
multiplied by the number of Shares to which such notice relates; and (2) the Per
Share Purchase Price, multiplied by the number of such Shares.

2.    ADJUSTMENT OF NUMBER OF SHARES AND PER SHARE PURCHASE PRICE. The number of
Shares purchasable upon the exercise of this Warrant, and the Per Share Purchase
Price, will be subject to adjustment from time to time as provided in this
Section 2:

      2.1 Subdivision or Combination of Common Stock. If the Company at any time
subdivides (by any stock split, stock dividend, recapitalization or otherwise)
its outstanding shares of Common Stock into a greater number of shares, the Per
Share Purchase Price in effect immediately prior to such subdivision shall be
proportionately reduced and the number of shares of Common Stock obtainable upon
exercise of this Warrant shall be proportionately increased. If the Company at
any time combines (by reverse stock split or otherwise) its outstanding shares
of Common Stock into a smaller number of shares, the Per Share Purchase Price in
effect immediately prior to such combination shall be proportionately increased
and the number of shares of Common Stock obtainable upon exercise of this
Warrant shall be proportionately decreased.

     2.2  Stock Dividends. If the Company at any time while this Warrant remains
outstanding and unexpired pays a dividend, without receipt of consideration
therefor, to the holders of Common Stock payable in shares of Common Stock,
Preferred Stock, other capital stock or other securities convertible into or
exchangeable for Common Stock, Preferred Stock or other capital stock
("Convertible Securities"), or options to purchase Common Stock, Preferred
Stock, other capital stock or Convertible Securities ("Options"), other than any
event for which adjustment is made pursuant to Section 2.1 hereof, the Holder
shall, upon exercise of this Warrant be entitled to receive, in addition to the
number of Shares receivable thereupon, the amount of Common Stock, Preferred
Stock, other capital stock, Convertible Securities or Options that such Holder
would have received had it been Holder of record of such Shares as of the date
on which holders of Common Stock received or became entitled to receive such
additional shares of Common Stock, Preferred Stock, other capital stock,
Convertible Securities or Options. Any adjustment under this Section 2.2 will
become effective on the record date or, if there is no record date, on the date
of issuance.

      2.3 Reorganization, Reclassifications, Mergers or Sales. Any 
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Company's assets or other transaction
(including, without limitation, any Corporate Event (as defined in the Investor
Rights Agreement)), in each case that is effected in such a way that the holders
of Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets, or a combination thereof, with respect
to or in exchange for Common Stock is referred to herein as an "Organic Change."
Prior to the consummation of any Organic Change, other than any event for which
adjustment is made pursuant to Section 2.1 or 2.2 hereof, the Company shall,
subject to Section 1.2(c), make appropriate provision (in form and substance
reasonably satisfactory to the Holder) to ensure that the Holder shall
thereafter have the right to acquire and receive, upon exercise of this Warrant
in accordance with its terms and upon payment

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of the Per Share Exercise Price then in effect, in lieu of each Share of Common
Stock immediately theretofore acquirable and receivable upon the exercise of
this Warrant, such shares of stock, securities or assets as may be issued or
payable with respect to each share of Common Stock immediately theretofore
acquirable and receivable upon exercise of the Warrant had the Warrant been
exercised immediately prior to such Organic Change. The Company shall not effect
any such consolidation, merger or sale, unless prior to the consummation
thereof, the successor entity (if other than the Company) resulting from
consolidation or merger or the entity purchasing such assets assumes by written
instrument, the obligation to deliver to such Holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to acquire.

     2.4  Certain Events. If (i) any event occurs of a type that would have an
effect on the rights granted under this Warrant similar to the effect of any
event described by the other provisions of this Section 2 and (ii) such event is
not expressly provided for by such other provisions (including, without
limitation, the granting of stock appreciation rights, phantom stock rights or
other rights with equity features), then an appropriate adjustment in the Per
Share Purchase Price and the number of shares of Common Stock obtainable upon
exercise of this Warrant so as to protect the rights of the Holder shall be
made.

     2.5  Notices.

          (a) Within ten (10) business days of any adjustment of the Per Share
Purchase Price, the Company shall give written notice thereof to the Holder,
setting forth and certifying in reasonable detail the facts causing such
adjustment and the calculation of such adjustment. The Company will give due
consideration to, and consult with counsel regarding, any objection the Holder
may have to the matters described in such notice, and will make any corrections
to such notice deemed necessary to conform with the terms of this Warrant.

          (b) The Company shall give written notice to the Holder at least ten
(10) business days prior to the date on which the Company closes its books or
takes a record (A) with respect to any dividend or distribution (cash or
otherwise) upon the Common Stock, (B) with respect to any pro rata subscription
or other offer to holders of Common Stock and (C) for determining rights to vote
with respect to any Organic Change, dissolution or liquidation.

          (c) The Company shall also give written notice to the Holder at least
ten (10) business days prior to the date on which any Organic Change,
dissolution or liquidation shall take place, and, for so long as Intel
Corporation or any of its Majority Owned Subsidiaries holds the Warrant or any
portion thereof, at least three (3) business days prior to the date it enters
into an agreement to do any of the foregoing.

3.   TRANSFERABILITY OF WARRANT.

     3.1  Majority Owned Subsidiary. A "Majority Owned Subsidiary" shall mean a
subsidiary of which Intel Corporation beneficially owns, either directly or
indirectly, at least 50% of the voting securities.

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<PAGE>   8

     3.2  Institutional Investor. An "Institutional Investor" shall mean any
person considered to be an "accredited investor" under Rule 501(a)(1) of
Regulation D promulgated under the Act; provided, however, that "Institutional
Investor" shall not include any person or affiliate of a person that is a
significant competitor of the Company as determined by the Board of Directors of
the Company in its reasonable discretion.

     3.3  Transferability. This Warrant may be transferred or assigned in whole
or in part, at any time, and from time to time, to any Majority-Owned
Subsidiary. Subject to the restrictions on transfer set forth in the Investor
Rights Agreement, the Warrant may also be transferred or assigned in whole or in
any part representing not less than 100,000 Shares (subject to appropriate
adjustment for stock splits, stock dividends or other similar events where all
holders of the Company's Common Stock participate on a pro rata basis), at any
time, and from time to time, to any Institutional Investor. The Holder agrees to
provide the Company with five (5) business days prior written notice of any
transfer or assignment of any portion of this Warrant to any person or entity
that is not a Majority Owned Subsidiary and prompt written notice of any
transfer to a Majority Owned Subsidiary.

4.    MISCELLANEOUS.

      4.1 Legends. Any certificate for Shares issued upon exercise hereof will
be imprinted with a legend in substantially the form set forth in the Common
Stock Warrant Notice of Exercise form attached hereto as Annex I.

      4.2 Investor Rights Agreement. This Warrant and the Shares are subject to
the terms and conditions of that certain Investor Rights Agreement between the
Company and Intel Corporation dated as of February 28, 1997 (the "Investor
Rights Agreement").

      4.3 Successors and Assigns. The terms and provisions of this Warrant will
inure to the benefit of, and be binding upon, the Company and the Holder and
their respective successors and assigns of the Holder and of the Company.

      4.4 Governing Law.  This Warrant will be governed by  and construed under
the internal laws of the State of California, without reference to principles of
conflict of laws or choice of laws.

      4.5 Headings. The headings and captions used in this Warrant are used for
convenience only and are not to be considered in construing or interpreting this
Warrant. All references in this Warrant to sections and annexes will, unless
otherwise provided, refer to sections and hereof and annexes attached hereto,
all of which annexes are incorporated herein by this reference.

      4.6 Notices. Unless otherwise provided, any notice required or permitted
under this Warrant shall be given in writing, shall be effective when received,
and shall in any event be deemed received and effectively given upon personal
delivery to the party to be notified or three (3) business days after deposit
with the United States Post Office, by registered or certified mail, postage
prepaid, or one (1) business day after deposit with a nationally recognized


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courier service such as Fedex, or one (1) business day after facsimile with copy
delivered by registered or certified mail, postage prepaid and addressed to the
party to be notified at the address indicated for such party on the signature
page hereof or at such other address as the Investor or the Company may
designate by giving at least ten (10) days advance written notice pursuant to
this Section 4.6.

                                 Xircom, Inc.

                                 By:  /s/Randall H. Holliday
                                 Name:  Randall H. Holliday
                                 Title:General Counsel and
Accepted                               Secretary

Intel Corporation

By:  /s/Satish Rishi
Name:  Satish Rishi
Title:  Assistant Treasurer


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<PAGE>   10

                            ANNEX TO
                             WARRANT

                     ______________, 199___

Xircom, Inc.
2300 Corporate Center Drive
Thousand Oak, California 91320
Attention:  Chief Financial Officer

             Common Stock Warrant Notice of Exercise
             --------------------------------------

Gentlemen:

      On this date the undersigned hereby acquires from Xircom, Inc., a
California corporation (the "Company"), an aggregate of ________ shares of the
Company's Common Stock (the "Warrant Shares"), by exercise, for such number of
shares, of that certain Warrant to Purchase Shares of Common Stock (the
"Warrant"), dated as of February 28, 1997 from the Company to the original
holder of the Warrant. However, if this exercise of the Warrant is subject to
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") filing
requirements, this Warrant shall be deemed to have been exercised on the date
immediately following the date of the expiration or early termination of all HSR
Act restrictions.

1.    Investment Representations and Warranties.  The undersigned
represents and warrants that:

      1.1 Purchase for Own Account. The Warrant Shares to be purchased by the
undersigned will be acquired for investment for the undersigned's own account,
not as a nominee or agent, and not with a view to the public resale or
distribution thereof within the meaning of the Securities Act of 1933, as
amended (the "1933 Act"), and the undersigned has no present intention of
selling, granting any participation in, or otherwise distributing the same. The
undersigned also represents that it has not been formed for the specific purpose
of acquiring the Warrant Shares.

      1.2 Disclosure of Information. The undersigned has received or has had
full access to all the information it considers necessary or appropriate to make
an informed investment decision with respect to the Warrant Shares to be
purchased by the undersigned.

      1.3 Investment Experience. The undersigned understands that the purchase
of the Warrant Shares involves substantial risk. The undersigned: (a) has
experience as an investor in securities of companies and acknowledges that it is
able to fend for itself, can bear the economic risk of its investment in the
Warrant Shares and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of this investment
in the Warrant Shares and protecting its own interests in connection with this
investment and/or (b) has a preexisting personal or business relationship with
the Company and certain of its

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officers, directors or controlling persons of a nature and duration that enables
the undersigned to be aware of the character, business acumen and financial
circumstances of such persons.

      1.4 Accredited Investor Status. The Investor is an "accredited investor"  
within the meaning of Regulation D promulgated under the 1933 Act.

      1.5 Restricted Securities. The undersigned understands that the Warrant
Shares to be purchased by the undersigned hereunder, are characterized as
"restricted securities" under the 1933 Act inasmuch as they are being acquired
from the Company in a transaction not involving a public offering and that under
the 1933 Act and applicable regulations thereunder such securities may be resold
without registration under the 1933 Act only in certain limited circumstances.
The undersigned is familiar with Rule 144 of the SEC, as presently in effect,
and understands the resale limitations imposed thereby and by the 1933 Act. The
undersigned understands that the Company is under no obligation to register any
of the securities sold hereunder except as provided in the Investor Rights
Agreement between the Company and Intel Corporation dated as of February 28,
1997 (the "Investor Rights Agreement").

     1.6  Further Limitations on Disposition.  Without in any way limiting the  
representations set forth above, the undersigned further agrees not to make any
disposition of all or any portion of the Warrant Shares unless and until:

          (a) there is then in effect a registration statement under the 1933
Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or

          (b) the undersigned has notified the Company of the proposed
disposition and has furnished the Company with a statement of the circumstances
surrounding the proposed disposition, and the undersigned has furnished the
Company, at the expense of the undersigned or its transferee, with an opinion of
counsel, reasonably satisfactory to the Company, that such disposition will not
require registration of such securities under the 1933 Act.

Notwithstanding the provisions of paragraphs (a) and (b) of this Section 1.6, no
such registration statement or opinion of counsel will be required for any
transfer of any Warrant Shares in compliance with SEC Rule 144, Rule 144A or
Rule 145(d), or if such transfer otherwise is exempt, in the view of the
Company's legal counsel, from the registration requirements of the 1933 Act.

      1.7   Investor Rights Agreement.    The undersigned  agrees
and acknowledges that the Warrant Shares are subject to the terms
and conditions or the Investor Rights Agreement.

2.    Legends. The undersigned understands that certificates evidencing the 
Warrant Shares will bear each of the legends set forth below:

      2.1   THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF
CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT


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<PAGE>   12

BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE
STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE
SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

      2.2   THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS SPECIFIED IN A CERTAIN INVESTOR RIGHTS AGREEMENT BETWEEN THE
COMPANY AND INTEL CORPORATION DATED AS OF FEBRUARY 28, 1997, A COPY OF WHICH IS
AVAILABLE FOR EXAMINATION AT THE ISSUER'S PRINCIPAL OFFICE.

      2.3   Any legends required by any applicable state securities laws.

The undersigned agrees that, to ensure and enforce compliance with the
restrictions imposed by applicable law and those referred to in the foregoing
legend, or elsewhere herein, the Company may issue appropriate "stop transfer"
instructions to its transfer agent, if any, with respect to any certificate or
other instrument representing Warrant Shares.

3.    Net Exercise Election.  If applicable, the undersigned elects to purchase 
the Warrant Shares by Net Exercise (as defined in the Warrant), by initialing in
the following space (please initial only if Net Exercise chosen): _________

4.    Same Day Sale Election.  If applicable,  the undersigned elects to 
purchase the Warrant Shares by "same day sale" pursuant to the provisions of
Section 1.3(b) of the Warrant, by initialing on the following space (please
initial only if Same Day Sale chosen): _________

By:  ______________________________

Name:  ____________________________

Title:  ___________________________

Address:  _________________________

          _________________________

Date Signed:  _____________________

                 [SIGNATURE PAGE - XIRCOM, INC.
            COMMON STOCK WARRANT NOTICE OF EXERCISE]

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