ASSIGNMENT OF SUBLEASE; CONSENT OF LANDLORD

         There is a Lease  Agreement (the "Lease") dated for reference  purposes
as of May 10, 1999,  between  Orchard Jay Investors,  LLC, a California  limited
liability company ("Landlord") and Cylink Corporation,  a California corporation
("Tenant/Assignor")  relating to premises including those commonly known as 3101
Jay  Street,   Santa   Clara,   California,   in  the  County  of  Santa  Clara.
Tenant/Assignor  is the Sublandlord under the following  Subleases  (referred to
herein as the "Transferred Subleases"):

         Sublease between ICG Communications, Inc., and Cylink Corporation dated
         May 21, 2001 as to 10,855 square feet of space  comprising a portion of
         the  first  floor  of 3101 Jay  Street,  commonly  known  as Suite  101
         (including  all rights of Tenant  under the Consent of Landlord to such
         Sublease  dated as of September 11, 2001, as  subsequently  approved by
         the Bankruptcy Court).

         Sublease between Cylink Corporation and Intel Corporation dated January
         12, 2001 as to 10,855 square feet of space  comprising a portion of the
         first floor of 3101 Jay Street,  commonly known as Suite 110 (including
         all rights of Tenant  under the Consent of  Landlord  to such  Sublease
         dated as of February 16, 2001).

         The two  premises  identified  above  are  referred  to  herein  as the
         "Subleased Premises".

         Tenant/Assignor  agrees to and does assign the Transferred Subleases on
the  terms  and  conditions  set  forth  below to  Orchard  Jay  Investors,  LLC
("Assignee")   and  Assignee   agrees  to  accept  such  assignment  and  assume
Tenant/Assignor's  duties as Sublandlord going forward, and Landlord consents to
the proposed assignment on the following terms and conditions:

         1.   Assignment  and   Acceptance:   Effective  on  February  1,  2003,
Tenant/Assignor  assigns  all of its right,  title,  and  interest in and to the
Transferred  Subleases to Assignee.  Assignee  hereby confirms its acceptance of
the assignment of the Lease and the Tenant/Assignor's  leasehold interest in the
Subleased Premises and assumption of the obligations thereof.

         2. No Waiver Of Assignment  And Sublease  Approval  Rights:  Landlord's
consent  hereto does not  constitute  consent to any  subsequent  subletting  or
assignment,  nor a  waiver  of the  restriction  on  assignment  and  subletting
contained in the Lease.

         3. No Effect On Lease:  In no event  shall  Landlord's  consent to this
Assignment be, or be construed as, a modification of the terms of the Lease, and
in the event of any inconsistency  between the terms of the approved  Assignment
and the terms of the Lease, the terms of the Lease shall prevail.

         4.  Assignment  of Security  Deposit:  Tenant  confirms and agrees that
Tenant has not  received  any Security  Deposit  from Intel  Corporation  on its
Sublease, and Tenant has received as Security Deposit from ICG only that certain
irrevocable  letter of credit  dated  February  7, 2002 and drawn on Wells Fargo
Bank in favor of Landlord.  Landlord is hereby  relieved of any  obligations  to
Tenant  relating to the said letter of credit,  including but not limited to the
obligations set forth in the Consent of Landlord,  Paragraph 11, and Landlord is
entitled to all

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Consent of Landlord                                                  Page 2 of 2
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right,  title,  and  interest  in said  letter of credit in its own name and for
protection of its interests as the Assignee of the Sublease with ICG.

         5.  Brokerage  Commissions:  There are no  commissions  payable on this
transaction,  and neither party has been assisted by or contracted with a broker
in regard hereto.

         6. No Merger:  Landlord and Tenant do not intend, by this Assignment or
any  concurrent  transaction  between  them,  to effect any merger of interests.
Assignee's  continuing rights as Sublandlord by assignment from Tenant shall not
be interfered with or affected by any relief of Tenant of all or any part of its
obligations under the Lease.


Landlord consents to the foregoing              Tenant and Assignee agree to the
transaction:                                    foregoing transaction


Orchard Jay Investors, LLC, a                   Cylink Corporation, a California
California limited liability company            corporation

By: /s/ Michael J. Biggar                       By: /s/ Chris Chillingworth
    -----------------------------                   ----------------------------
        Michael J. Biggar                               Chris Chillingworth
        Managing Member                                 Chief Financial Officer

Dated: October 30, 2002                         Dated: October 30, 2002


                                                ASSIGNEE


                                                Orchard Jay Investors, LLC, a
                                                California limited liability
                                                company

                                                By: /s/ Michael J. Biggar
                                                   -----------------------------
                                                        Michael J. Biggar
                                                        Managing Member

                                                Dated: 10/30/02
                                                   -----------------------------

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