FORM OF VOTING AGREEMENT

         THIS VOTING  AGREEMENT is entered  into as of October __, 2002,  by and
between Sapphire, a Delaware corporation ("Parent"), Sapphire Acquisition Corp.,
a California  corporation and wholly-owned  subsidiary of Parent ("Merger Sub"),
and each of the undersigned shareholders (each a "Shareholder" and collectively,
the "Shareholders") of Crystal, a California corporation (the "Company").


                                    RECITALS

                  A.  Parent,  Merger Sub and the Company are  entering  into an
Agreement and Plan of Reorganization of even date herewith (the  "Reorganization
Agreement")  which provides  (subject to the conditions set forth therein) among
other  things,  for the merger  (the  "Merger")  of Merger Sub with and into the
Company  pursuant to the terms and  conditions  of the  Agreement of Merger (the
"Agreement  of  Merger")   thereto,   and  the  terms  and   conditions  of  the
Reorganization  Agreement.  Capitalized terms not otherwise defined herein shall
have  the  meanings  given  to them  in the  Reorganization  Agreement.  Certain
capitalized terms are defined in Section 5 herein.

                  B. In order to induce  Parent and Merger Sub to enter into the
Reorganization   Agreement,   the  Shareholders,   solely  in  their  individual
capacities  as  Shareholders  of the  Company,  are  entering  into this  Voting
Agreement.

                                    AGREEMENT

                  The parties to this Voting Agreement,  intending to be legally
bound, agree as follows:

SECTION 1.        VOTING OF SHARES

                  1.1.  Voting.  Each  Shareholder  hereby agrees to appear,  or
cause the holder of record of any Subject  Securities on any  applicable  record
date (the "Record Holder") to appear,  in person or by proxy, for the purpose of
obtaining  a quorum at any annual or  special  meeting  of  stockholders  of the
Company and at any adjournment  thereof for the purpose of voting on each of the
Agreement  of  Merger  and the  Reorganization  Agreement  and the  transactions
contemplated  thereby (a "Meeting").  Each Shareholder  agrees that,  during the
period from the date of this Voting  Agreement  through the Expiration  Date, at
any  Meeting,  however  called,  and in any  action by  written  consent  of the
shareholders of the Company,  each Shareholder shall vote the Subject Securities
or cause the Subject  Securities to be voted (to the extent such  securities are
entitled to be voted) in such  Shareholder's  sole capacity as a shareholder  of
the Company:

                  (a) in favor of the Merger and the  adoption of the  Agreement
of Merger,  Reorganization  Agreement and the transactions  contemplated thereby
(including any amendments or  modifications of the terms thereof approved by the
Board of Directors of the Company and by Parent) in connection  with any meeting
of, or solicitation  of consents from, the  shareholders of the Company at which
or in  connection  with  which  the  Merger,  the  Agreement  of  Merger  or the
Reorganization  Agreement are submitted  for the  consideration  and vote of the
shareholders of the Company;
<PAGE>

                  (b) against  any action or  agreement  that would  result in a
breach of any representation, warranty, covenant or obligation of the Company in
the Reorganization Agreement;

                  (c)  against  any action or  agreement  that  would  cause any
provision  contained  in  Section 6 of the  Reorganization  Agreement  to not be
satisfied;

                  (d)  against   approval  or  adoption  of  any   extraordinary
corporate  transaction  (other  than  the  Merger,   Agreement  of  Merger,  the
Reorganization  Agreement or the transactions  contemplated  thereby) including,
without limitation, any transaction involving (i) the sale or transfer of all or
substantially  all of the  capital  stock of the  Company,  whether  by  merger,
consolidation or other business  combination,  (ii) a sale or transfer of all or
substantially  all of the  assets of the  Company or its  subsidiaries,  (iii) a
reorganization,   recapitalization   or   liquidation  of  the  Company  or  its
subsidiaries,  or (iv) any  amendment  to the  Company's  governing  instruments
creating any new class of securities  of the Company or otherwise  affecting the
rights of any class of security as currently in effect; and

                  (e)  against  the  following  actions  (other than the Merger,
Agreement  of Merger and the  transactions  contemplated  by the  Reorganization
Agreement):  (i) any Company Acquisition Proposal; (ii) any change in a majority
of the  members of the board of  directors  of the  Company;  or (iii) any other
action  which is  intended  to, or could  reasonably  be  expected  to,  impede,
interfere with, delay, postpone, discourage or adversely affect the consummation
of the  Merger,  the  Agreement  of  Merger  or any  of the  other  transactions
contemplated by the Reorganization Agreement or this Voting Agreement.

                  To  the  extent   inconsistent   with  any  of  the  foregoing
provisions  of this Section 1.1, each  Shareholder  revokes any and all previous
proxies with respect to Subject Securities owned  beneficially  and/or of record
by  such  Shareholder  and  such  Shareholder  agrees  not to  grant  any  proxy
inconsistent  with any of the  foregoing  provisions  of this  Section  1.1 with
respect to any other voting interests in the Company owned or hereafter acquired
beneficially or of record by such Shareholder

                  1.2. Proxy;  Further  Assurances.  Contemporaneously  with the
execution  of this Voting  Agreement:  (i) each  Shareholder  shall  execute and
deliver  to Parent a proxy in the form  attached  to this  Voting  Agreement  as
Exhibit A, which shall be irrevocable  to the fullest  extent  permitted by law,
with  respect to the shares  referred to therein  (the  "Proxy");  and (ii) each
Shareholder  shall cause to be delivered to Parent an  additional  proxy (in the
form attached hereto as Exhibit A) executed on behalf of the record owner of any
outstanding  shares of Company Common Stock that are Owned by such  Shareholder,
if applicable,  which proxy shall be irrevocable to the fullest extent permitted
by law, with respect to the shares referred to therein,  and which shall also be
considered  the "Proxy" for purposes of Section 2.2. The proxy granted herein is
intended  to comply  with the  requirements  of  Section  705 of the  California
Corporations Code applicable to irrevocable proxies.

SECTION 2.        TRANSFER OF SUBJECT SECURITIES

                  2.1.  Transferee  of  Subject  Securities  to Be Bound By this
Agreement. Each Shareholder agrees that, during the period from the date of this
Voting Agreement  through the Expiration  Date, such  Shareholder  shall not (i)
cause or permit any  Transfer of any of the Subject  Securities  to be effected;
(ii) tender any of the Subject Securities to any Person or (ii) create or permit
to exist any  Encumbrance  with  respect to any Subject  Securities  (other than
Encumbrances which do

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<PAGE>

not affect,  directly or indirectly,  the right of the  Shareholder or Parent to
vote the Subject Securities as provided herein ("Permitted Encumbrances")).

                  2.2. Transfer of Voting Rights.  Each Shareholder agrees that,
during the period from the date of this Voting Agreement  through the Expiration
Date, such Shareholder shall ensure that: (a) none of the Subject Securities are
deposited into a voting trust with voting instructions  inconsistent with any of
the foregoing  provisions of Section 1.1; and (b) other than the Proxy, no proxy
is granted,  and no voting agreement or similar  agreement is entered into, with
respect to any of the Subject  Securities that is  inconsistent  with any of the
foregoing provisions of Section 1.1.

                  2.3. Stop-Transfer  Instructions.  Each Shareholder agrees and
consents to the entry of stop transfer  instructions  by the Company against the
transfer of any Subject Securities consistent with the terms of Section 2.1.

SECTION 3.        Representations And Warranties Of ShareholderS

                  Each Shareholder hereby, severally and not jointly, represents
and warrants to Parent as follows:

                  3.1.  Authorization,  Etc.  Such  Shareholder  has  the  legal
capacity and absolute and unrestricted right,  power,  authority and capacity to
execute  and  deliver  this  Voting  Agreement  and the Proxy and to perform its
obligations  hereunder and thereunder.  This Voting Agreement and the Proxy have
been duly executed and delivered by such Shareholder and constitute legal, valid
and  binding   obligations  of  such  Shareholder,   enforceable   against  such
Shareholder  in  accordance  with  their  terms,  subject to (i) laws of general
application  relating to bankruptcy,  insolvency and the relief of debtors,  and
(ii) rules of law governing  specific  performance,  injunctive relief and other
equitable remedies.

                  3.2. No Conflicts or Consents.

                  (a) The  execution  and delivery of this Voting  Agreement and
the  Proxy  by such  Shareholder  do not,  and the  performance  of this  Voting
Agreement  and the Proxy by such  Shareholder  will not:  (i)  conflict  with or
violate any law, rule, regulation,  order, decree or judgment applicable to such
Shareholder  or by  which  it or any of its  properties  is or may be  bound  or
affected;  or (ii) result in or constitute  (with or without  notice or lapse of
time) any  breach of or  default  under,  or give to any other  Person  (with or
without  notice  or  lapse  of  time)  any  right  of  termination,   amendment,
acceleration or  cancellation  of, or result (with or without notice or lapse of
time) in the creation of any  Encumbrance or  restriction  (other than Permitted
Encumbrances)  on any of the Subject  Securities  pursuant  to, any  contract to
which such  Shareholder  is a party or by which such  Shareholder  or any of his
affiliates or properties is or may be bound or affected.

                  (b) The  execution  and delivery of this Voting  Agreement and
the  Proxy  by such  Shareholder  do not,  and the  performance  of this  Voting
Agreement  and the Proxy by such  Shareholder  will not,  require any consent or
approval of any Person.

                  3.3.  Title  To  Securities.  As of the  date of  this  Voting
Agreement:  (a)  such  Shareholder  holds  of  record  free  and  clear  of  any
Encumbrances or restrictions  (other than Permitted  Encumbrances) the number of
outstanding  shares of Company  Common  Stock  reflected  on Schedule A as being
Owned by such Shareholder under the heading "Shares Held of Record"; (b)

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<PAGE>

such Shareholder holds free and clear of any Encumbrances or restrictions (other
than Permitted  Encumbrances) the options,  warrants and other rights to acquire
shares of Company  Common  Stock  reflected on Schedule A as being Owned by such
Shareholder  under the heading  "Options,  Warrants and Other Rights";  (c) such
Shareholder Owns the additional  securities of the Company reflected on Schedule
A as being Owned by such Shareholder  under the heading  "Additional  Securities
Beneficially  Owned";  and (d) such  Shareholder does not directly or indirectly
Own any shares of Company  Common Stock or other  securities of the Company,  or
any  option,  warrant or other  right to acquire  (by  purchase,  conversion  or
otherwise)  any  shares  of  Company  Common  Stock or other  securities  of the
Company, other than the shares and options,  warrants and other rights reflected
on Schedule A as being Owned by such Shareholder.

SECTION 4.        MISCELLANEOUS

                  4.1. Survival of  Representations,  Warranties and Agreements.
All   representations,   warranties,   covenants  and  agreements  made  by  the
Shareholders in this Voting Agreement shall survive until the Expiration Date.

                  4.2.  Expenses.  All costs and expenses incurred in connection
with the transactions contemplated by this Voting Agreement shall be paid solely
by the party incurring such costs and expenses.

                  4.3. Notices.  Any notice or other  communication  required or
permitted to be delivered to any party under this Voting  Agreement  shall be in
writing and shall be deemed properly delivered, given and received when actually
delivered (by hand, by registered  mail, by courier or express  delivery service
or by facsimile) to the address or facsimile  telephone number set forth beneath
the name of such party below (or to such other  address or  facsimile  telephone
number as such party shall have specified in a written notice given to the other
parties  hereto);  provided,  however,  that  a  written  notice  delivered  via
facsimile  shall be deemed  delivered  only if at the time of, or shortly after,
such facsimile  transmission  the party giving the notice  confirms by telephone
the actual receipt by the other party of such facsimile transmission:

         IF TO PARENT:

         SafeNet, Inc.
         8029 Corporate Drive
         Baltimore, Maryland 21236
         Facsimile No. _______________
         Attention: _____________________



         WITH COPIES TO (WHICH COPIES SHALL NOT CONSTITUTE NOTICE):

         Venable, Baetjer and Howard, LLP
         8010 Towers Crescent Drive
         Suite 300
         Vienna, Virginia 22182
         Facsimile No. (703) 821-8949
         Attention: Elizabeth R. Hughes, Esq.

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<PAGE>

         IF TO ANY SHAREHOLDER:

         at the  address  set forth below such  Shareholder's  signature  on the
         signature page hereof


         WITH A COPY TO (WHICH COPY SHALL NOT CONSTITUTE NOTICE):

         CRYSTAL Corporation
         3131 Jay Street
         Santa Clara, California 95056-0952
         Facsimile No.: (408) 855-6106
         Attention: Robert B. Fougner

         Morrison & Foerster LLP
         755 Page Mill Road
         Palo Alto, California 94304-1018
         Facsimile No.: (650) 494-0792
         Attention: Paul "Chip" Lion, III, Esq.


                  4.4.  Waiver of  Appraisal  Rights.  Each  Shareholder  hereby
irrevocably and unconditionally  waives, and agrees to cause to be waived and to
prevent  the  exercise  of,  any rights of  appraisal,  any  dissenters'  rights
(including under Sections 1300 through 1309 of the California Corporations Code)
and any similar rights  relating to the Merger or any related  transaction  that
such  Shareholder or any other Person may have by virtue of the ownership of any
outstanding shares of Company Common Stock Owned by Shareholder.

                  4.5. No Solicitation. Each Shareholder agrees that, during the
period from the date of this Voting Agreement  through the Expiration Date, such
Shareholder shall not, directly or indirectly, and such Shareholder shall ensure
that his  Representatives  (as defined in the Reorganization  Agreement) do not,
directly or indirectly: (i) take any action to solicit, initiate, induce or seek
to facilitate the making,  submission or announcement of any Company Acquisition
Proposal (as defined in the  Reorganization  Agreement)  or take any action that
could  reasonably be expected to lead to a Company  Acquisition  Proposal;  (ii)
furnish any nonpublic  information regarding any of the Acquired Corporations to
any Person (other than Parent or Merger Sub) in  connection  with or in response
to a Company  Acquisition  Proposal or an inquiry or indication of interest that
the  Shareholder  reasonably  believes  could be  expected  to lead to a Company
Acquisition  Proposal,  (iii) engage in  discussions  or  negotiations  with any
Person with respect to any Company Acquisition Proposal.  Each Shareholder shall
immediately  cease and discontinue,  and such Shareholder  shall ensure that his
Representatives immediately cease and discontinue, any existing discussions with
any Person (except Parent and Merger Sub) that relate to any Company Acquisition
Proposal.

                  4.6.  Severability.  If any provision of this Voting Agreement
or any part of any such provision is held under any  circumstances to be invalid
or  unenforceable in any  jurisdiction,  then (a) such provision or part thereof
shall, with respect to such  circumstances and in such  jurisdiction,  be deemed
amended to conform to applicable  laws so as to be valid and  enforceable to the
fullest  possible  extent,  (b)  the  invalidity  or  unenforceability  of  such
provision  or part thereof  under such  circumstances  and in such  jurisdiction
shall not  affect the  validity  or  enforceability  of such  provision  or part
thereof

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<PAGE>

under  any  other  circumstances  or in any  other  jurisdiction,  and  (c)  the
invalidity  or  unenforceability  of such  provision or part  thereof  shall not
affect the validity or  enforceability of the remainder of such provision or the
validity or enforceability of any other provision of this Voting Agreement. Each
provision of this Voting  Agreement is separable  from every other  provision of
this Voting Agreement,  and each part of each provision of this Voting Agreement
is separable from every other part of such provision.

                  4.7. Entire Agreement.  This Voting  Agreement,  the Proxy and
any other documents  delivered by the parties in connection  herewith constitute
the entire  agreement  between the parties  with  respect to the subject  matter
hereof and thereof and supersede all prior agreements and understandings between
the  parties  with  respect  thereto.  No  addition  to or  modification  of any
provision  of this Voting  Agreement  shall be binding  upon either party unless
made in writing and signed by both parties.

                  4.8.  Assignment;  Binding Effect.  Except as provided herein,
neither this Voting Agreement nor any of the interests or obligations  hereunder
may be assigned or  delegated  by any  Shareholder  or Parent  without the prior
written  consent  of the  non-assigning  parties,  which  consent  shall  not be
unreasonably  withheld,  and any attempted or purported assignment or delegation
of any of such interests or obligations shall be void.  Subject to the preceding
sentence,  this Voting Agreement shall be binding upon, and inure to the benefit
of,  the   Shareholders   and  their  respective   heirs,   estate,   executors,
Representatives,  successors  and  assigns  (as the case may be),  and  shall be
binding  upon,  and inure to the  benefit  of,  Parent  and its  successors  and
assigns.  Without  limiting  any of the  restrictions  set forth in Section 2 or
elsewhere in this Voting Agreement,  this Voting Agreement shall be binding upon
any  Person to whom any  Subject  Securities  are  Transferred.  Nothing in this
Voting  Agreement is intended to confer on any Person (other than Parent and its
successors and assigns) any rights or remedies of any nature.  Each  Shareholder
specifically agrees that the obligation of such Shareholder  hereunder shall not
be  terminated  by  operation  of law,  whether by death or  incapacity  of such
Shareholder or otherwise.

                  4.9. Specific Performance.  The parties agree that irreparable
damage would occur in the event that any  provision of this Voting  Agreement or
the Proxy was, or is, not  performed in  accordance  with its specific  terms or
was, or is, otherwise  breached.  Each Shareholder  agrees that, in the event of
any  breach  or  threatened  breach  by  such  Shareholder  of any  covenant  or
obligation contained in this Voting Agreement or in the Proxy, Parent and Merger
Sub shall be entitled  (in addition to any other remedy that may be available to
it,  including  monetary  damages)  to seek  (a) a decree  or order of  specific
performance  to enforce  the  observance  and  performance  of such  covenant or
obligation,  and (b) an injunction restraining such breach or threatened breach.
Each  Shareholder  further agrees that neither Parent nor any other Person shall
be  required  to  obtain,  furnish  or post any bond or  similar  instrument  in
connection  with or as a condition to obtaining  any remedy  referred to in this
Section  4.9,  and each  Shareholder  irrevocably  waives any  objection  to the
imposition  of such  relief or any right he may have to require  the  obtaining,
furnishing or posting of any such bond or similar instrument.

                  4.10. Non-Exclusivity. The rights and remedies of Parent under
this Voting  Agreement  are not  exclusive  of or limited by any other rights or
remedies which it may have, whether at law, in equity, by contract or otherwise,
all of which shall be cumulative  (and not  alternative).  Without  limiting the
generality of the foregoing, the rights and remedies of Parent under this Voting
Agreement, and the obligations and liabilities of Shareholder under this Voting

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<PAGE>

Agreement, are in addition to their respective rights, remedies, obligations and
liabilities  under common law  requirements  and under all applicable  statutes,
rules and  regulations.  Nothing in this  Voting  Agreement  shall  limit any of
Shareholder's  obligations,  or the  rights or  remedies  of  Parent,  under any
agreement  between  Parent and  Shareholder;  and nothing in any such  agreement
shall limit any of Shareholder's  obligations,  or any of the rights or remedies
of Parent, under this Voting Agreement.

                  4.11. Governing Law; Venue.

                  (a) This Voting  Agreement and the Proxy shall be construed in
accordance  with,  and  governed  in all  respects  by, the laws of the State of
Delaware (without giving effect to principles of conflicts of laws).

                           (b)  Any  legal  action  or  other  legal  proceeding
relating  to this  Voting  Agreement  or the  Proxy  or the  enforcement  of any
provision  of this  Voting  Agreement  or the Proxy may be brought or  otherwise
commenced  in any state or  federal  court  located  in the  State of  Maryland.
Shareholder and Parent each:

                           (i) expressly and irrevocably consents and submits to
the exclusive  jurisdiction and venue of any state or federal court in the State
of Maryland and the applicable courts of appeals  therefrom,  in connection with
any such legal proceeding;

                           (ii) agree that if any action is commenced in a state
court,  then subject to applicable  law, no party shall object to the removal of
such action to any federal court located in the State of Maryland;

                           (iii) agrees that  service of any  process,  summons,
notice or document  by U.S.  mail  addressed  to him at the address set forth in
Section 4.3 shall constitute effective service of such process,  summons, notice
or document for purposes of any such legal proceeding;

                           (iv) agrees that each state and federal court located
in the State of Maryland, shall be deemed to be a convenient forum; and

                           (v)  agrees  not to assert  (by way of  motion,  as a
defense or otherwise),  in any such legal  proceeding  commenced in any state or
federal court located in the State of Maryland,  any claim by either Shareholder
or Parent that it is not subject  personally to the  jurisdiction of such court,
that such legal proceeding has been brought in an inconvenient  forum,  that the
venue of such  proceeding  is  improper  or that this  Voting  Agreement  or the
subject matter of this Voting Agreement may not be enforced in or by such court.

                  Nothing  contained  in this  Section  4.11  shall be deemed to
limit or  otherwise  affect  the right of  either  party to  commence  any legal
proceeding  or otherwise  proceed  against the other party in any other forum or
jurisdiction.

                  (c) SHAREHOLDER  IRREVOCABLY  WAIVES THE RIGHT TO A JURY TRIAL
IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS VOTING AGREEMENT OR THE
PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS VOTING AGREEMENT OR THE PROXY.

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<PAGE>

                  4.12.  Counterparts.  This Voting Agreement may be executed by
the  parties  in  separate  counterparts,  each of which  when so  executed  and
delivered  shall  be an  original,  but all  such  counterparts  shall  together
constitute one and the same instrument.

                  4.13.   Captions.   The  captions  contained  in  this  Voting
Agreement are for  convenience  of reference  only,  shall not be deemed to be a
part of this Voting  Agreement and shall not be referred to in  connection  with
the construction or interpretation of this Voting Agreement.

                  4.14. Waiver. No failure on the part of Parent to exercise any
power, right,  privilege or remedy under this Voting Agreement,  and no delay on
the part of Parent in  exercising  any power,  right,  privilege or remedy under
this Voting Agreement, shall operate as a waiver of such power, right, privilege
or remedy; and no single or partial exercise of any such power, right, privilege
or remedy shall preclude any other or further  exercise  thereof or of any other
power, right, privilege or remedy. Parent shall not be deemed to have waived any
claim  available to Parent arising out of this Voting  Agreement,  or any power,
right,  privilege  or remedy of Parent under this Voting  Agreement,  unless the
waiver of such claim, power,  right,  privilege or remedy is expressly set forth
in a written instrument duly executed and delivered on behalf of Parent; and any
such waiver shall not be  applicable  or have any effect  except in the specific
instance in which it is given.

                  4.15. Construction.

                  (a)  For  purposes  of this  Voting  Agreement,  whenever  the
context requires:  the singular number shall include the plural, and vice versa;
the masculine gender shall include the feminine and neuter genders; the feminine
gender shall  include the masculine  and neuter  genders;  and the neuter gender
shall include masculine and feminine genders.

                  (b) The  parties  agree that any rule of  construction  to the
effect that  ambiguities are to be resolved against the drafting party shall not
be applied in the construction or interpretation of this Voting Agreement.

                  (c) As used in this Voting Agreement,  the words "include" and
"including,"  and  variations  thereof,  shall  not be  deemed  to be  terms  of
limitation,  but rather  shall be deemed to be  followed  by the words  "without
limitation."

                  (d) Except as  otherwise  indicated,  all  references  in this
Voting Agreement to "Schedules," "Sections" and "Exhibits" are intended to refer
to Schedules of this Voting  Agreement,  Sections of this Voting  Agreement  and
Exhibits to this Voting Agreement.

                  4.16.  Shareholder  Capacity.  No person executing this Voting
Agreement  who is a director or officer of the Company  makes any  agreement  or
understanding  herein in his  capacity  as such  director  or  officer.  Without
limiting the  generality  of the  foregoing,  Shareholder  executes  this Voting
Agreement solely in its capacity as the Owner of Subject  Securities and nothing
herein shall limit, restrict or otherwise affect in any way any actions taken by
the  Shareholder  in its capacity as an officer or director of the  Company,  in
exercising  the  Company's  rights  under  the  Reorganization  Agreement  or in
exercising  its  fiduciary  duties  and  responsibilities,  it being  agreed and
understood that this Voting  Agreement shall apply to Shareholder  solely in his
or her capacity as a shareholder  of Company and shall not apply to his actions,
judgements  or decisions  as a director or officer of the Company,  but provided
further,  that no  obligation  of  Shareholder  to the  Company as an officer or
director of the Company shall affect, impair or impede Shareholder's obligations
under this Voting

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<PAGE>

Agreement,  including Shareholder's obligation to vote the Subject Securities in
accordance with Section 1.2 hereof.

                  4.17. Amendment.  This Agreement shall not be amended, altered
or modified  except by an  instrument  in writing duly executed and delivered on
behalf of each of the parties hereto.

                  SECTION 5. CERTAIN DEFINITIONS

                  For purposes of this Voting Agreement:

                  (a) "Company  Common Stock" shall mean the common stock,  $.01
par value, of the Company.

                  (b)  "Expiration  Date"  shall  mean the date  upon  which the
Reorganization Agreement is terminated or upon the Effective Date.

                  (c)  Each  Shareholder  shall  be  deemed  to "Own" or to have
acquired  "Ownership" of a security if such Shareholder is the: (i) record owner
of such security;  or (ii) "beneficial  owner" (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934) of such security;  provided, however,
that each  Shareholder  shall not be deemed to Own a security  solely because of
such Shareholder's status as an executive officer,  director,  partner or member
of a Person that owns such security.

                  (d) "Person" shall mean any (i) individual,  (ii) corporation,
limited liability  company,  partnership or other entity, or (iii)  Governmental
Body.

                  (e)  "Subject  Securities"  with  respect to each  Shareholder
shall mean: (i) all  securities of the Company  (including all shares of Company
Common  Stock and all options,  warrants  and other rights to acquire  shares of
Company  Common  Stock)  Owned  by  such  Shareholder  as of the  date  of  this
Agreement;  and (ii) all  additional  securities of the Company  (including  all
additional shares of Company Common Stock and all additional  options,  warrants
and other  rights to  acquire  shares of  Company  Common  Stock) of which  such
Shareholder acquires Ownership during the period from the date of this Agreement
through the Expiration Date.

                  A Person shall be deemed to have  effected a  "Transfer"  of a
security if such Person  directly or indirectly:  (i) sells,  assigns,  pledges,
mortgages, encumbers, grants an option with respect to, transfers or disposes of
such security or any interest in such security; (ii) enters into an agreement or
commitment  contemplating  the  possible  sale of,  assignment  of,  pledge  of,
mortgage of,  encumbrance of, grant of an option with respect to, transfer of or
disposition  of such  security or any interest  therein;  or (iii)  reduces such
Person's beneficial ownership interest in or risk relating to any such security.



                           [SIGNATURE PAGE TO FOLLOW]


                                       9
<PAGE>


                  IN WITNESS  WHEREOF,  Parent,  Merger Sub and each Shareholder
have caused this Voting  Agreement  to be executed as of the date first  written
above.

                                             PARENT:


                                             -----------------------------------

                                             By:
                                                --------------------------------
                                                    [Name]
                                                    [Title]


                                             MERGER SUB:


                                             -----------------------------------

                                             By:
                                                --------------------------------
                                                    [Name]
                                                    [Title]


                                             SHAREHOLDERS:


                                             -----------------------------------
                                             [NAME]

                                             Address:
                                                      --------------------------
                                                      --------------------------
                                                      --------------------------
                                             Facsimile:
                                                      --------------------------


                                             -----------------------------------
                                             [NAME]

                                             Address:
                                                      --------------------------
                                                      --------------------------
                                                      --------------------------
                                             Facsimile:
                                                      --------------------------

                                       10
<PAGE>


                                             -----------------------------------
                                             [NAME]

                                             Address:
                                                      --------------------------
                                                      --------------------------
                                                      --------------------------
                                             Facsimile:
                                                      --------------------------


                                             -----------------------------------
                                             [NAME]

                                             Address:
                                                      --------------------------
                                                      --------------------------
                                                      --------------------------
                                             Facsimile:
                                                      --------------------------

                                       11
<PAGE>


SCHEDULE A
----------


------------ ---------------------- ---------------------- ---------------------
                                    Options,
Shareholder  Shares Held of         Warrants and           Additional Securities
             Record                 Other Rights           Beneficially Owned
------------ ---------------------- ---------------------- ---------------------

------------ ---------------------- ---------------------- ---------------------

------------ ---------------------- ---------------------- ---------------------

------------ ---------------------- ---------------------- ---------------------

------------ ---------------------- ---------------------- ---------------------

------------ ---------------------- ---------------------- ---------------------

------------ ---------------------- ---------------------- ---------------------

                                       12
<PAGE>


                                IRREVOCABLE PROXY

                  The   undersigned   shareholder   of  Crystal,   a  California
corporation (the "Company"), hereby irrevocably (to the fullest extent permitted
by law)  appoints  Anthony A.  Caputo or Bruce R. Thaw of  Sapphire,  a Delaware
corporation  ("Parent"),  and each of them,  the  attorneys  and  proxies of the
undersigned  with full power of  substitution  and  resubstitution,  to the full
extent of the undersigned's rights with respect to (i) the outstanding shares of
Company Common Stock or other  securities  owned of record by the undersigned as
of the date of this proxy,  which shares are specified on the final page of this
proxy,  and (ii) any and all  other  shares  of  Company  Common  Stock or other
securities  which the undersigned may acquire on or after the date hereof.  (The
shares of the Company  Common Stock or other  securities  referred to in clauses
"(i)" and "(ii)" of the immediately preceding sentence,  except for shares which
are  not  Subject  Securities  (as  defined  in  the  Voting   Agreement),   are
collectively  referred  to in this proxy as the  "Shares").  Upon the  execution
hereof,  all prior proxies given by the  undersigned  with respect to any of the
Shares are hereby revoked, and the undersigned agrees that no subsequent proxies
will be given with respect to any of the Shares.

                  This proxy is irrevocable,  is coupled with an interest and is
granted in connection  with the Voting  Agreement,  dated as of the date hereof,
between Parent and the undersigned (the "Voting  Agreement"),  and is granted in
consideration of Parent entering into the Agreement and Plan of  Reorganization,
dated as of the  date  hereof,  among  Parent,  Sapphire  Acquisition  Corp.,  a
California  corporation and a wholly owned subsidiary of Parent, and the Company
(the  "Reorganization  Agreement").   Capitalized  terms  used  herein  and  not
otherwise   defined  shall  have  the  meanings  given  to  such  terms  in  the
Reorganization  Agreement.  The proxy  granted  herein is executed in accordance
with  and  intended  to  comply  with the  requirements  of  Section  705 of the
California Corporations Code applicable to irrevocable proxies.

                  The attorneys  and proxies named above will be empowered,  and
may exercise this proxy,  to vote the Shares at any meeting of the  shareholders
of the  Company,  however  called,  and in any action by written  consent of the
Shareholders of the Company:

                  (i) in favor of the Merger and the  adoption of the  Agreement
of Merger,  Reorganization  Agreement and the transactions  contemplated thereby
(including any amendments or  modifications of the terms thereof approved by the
Board of  Directors  of the  Company)  in  connection  with any  meeting  of, or
solicitation  of consents from, the  shareholders  of the Company at which or in
connection with which the Merger,  the Agreement of Merger or the Reorganization
Agreement are submitted for the  consideration  and vote of the  shareholders of
the Company;

                  (ii)  against any action or  agreement  that would result in a
breach of any representation, warranty, covenant or obligation of the Company in
the Reorganization Agreement;

                  (iii)  against  any action or  agreement  that would cause any
provision  contained  in  Section 6 of the  Reorganization  Agreement  to not be
satisfied;

                  (iv)  against  approval  or  adoption  of  any   extraordinary
corporate  transaction  (other  than  the  Merger,   Agreement  of  Merger,  the
Reorganization  Agreement or the transactions  contemplated  thereby) including,
without limitation, any transaction involving (i) the sale or transfer of all or
substantially  all of the  capital  stock of the  Company,  whether  by  merger,
consolidation or other business  combination,  (ii) a sale or transfer of all or
substantially all of the assets of the Company or

<PAGE>

its subsidiaries, (iii) a reorganization, recapitalization or liquidation of the
Company or its  subsidiaries,  or (iv) any amendment to the Company's  governing
instruments  creating  any new class of  securities  of the Company or otherwise
affecting the rights of any class of security as currently in effect; and

                  (v)  against  the  following  actions  (other than the Merger,
Agreement  of Merger and the  transactions  contemplated  by the  Reorganization
Agreement):  (i) any Company Acquisition Proposal; (ii) any change in a majority
of the  members of the board of  directors  of the  Company;  or (iii) any other
action  which is  intended  to, or could  reasonably  be  expected  to,  impede,
interfere with, delay, postpone, discourage or adversely affect the consummation
of the  Merger,  the  Agreement  of  Merger  or any  of the  other  transactions
contemplated by the Reorganization Agreement or this Voting Agreement.

                  THE  ATTORNEYS  AND PROXIES  NAMED ABOVE MAY NOT EXERCISE THIS
IRREVOCABLE  PROXY ON ANY OTHER MATTER EXCEPT AS PROVIDED ABOVE. THE UNDERSIGNED
SHAREHOLDER MAY VOTE THE SHARES ON ALL OTHER MATTERS.

                  This proxy shall be binding upon the heirs, estate, executors,
personal  representatives,  successors and assigns of the undersigned (including
any transferee of any of the Shares).

                  If any  provision  of  this  proxy  or any  part  of any  such
provision is held under any  circumstances to be invalid or unenforceable in any
jurisdiction,  then (a) such  provision or part thereof  shall,  with respect to
such  circumstances  and in such  jurisdiction,  be deemed amended to conform to
applicable  laws so as to be  valid  and  enforceable  to the  fullest  possible
extent, (b) the invalidity or unenforceability of such provision or part thereof
under such  circumstances and in such jurisdiction shall not affect the validity
or   enforceability   of  such   provision  or  part  thereof  under  any  other
circumstances  or  in  any  other  jurisdiction,   and  (c)  the  invalidity  or
unenforceability of such provision or part thereof shall not affect the validity
or  enforceability  of the  remainder  of  such  provision  or the  validity  or
enforceability  of any other  provision  of this proxy.  Each  provision of this
proxy is separable  from every other  provision of this proxy,  and each part of
each  provision  of this  proxy  is  separable  from  every  other  part of such
provision.

                  This proxy shall  terminate upon the valid  termination of the
Voting Agreement.



[next page is a signature page]


                                       2
<PAGE>



 Dated: October __, 2002.



                                             -----------------------------------
                                             [NAME]



                                             Number of shares of common stock of
                                             the  Company  owned  of  record  or
                                             beneficially as of the date of this
                                             irrevocable proxy:



                                             -----------------------------------