SECOND AMENDMENT TO LEASE
                        AND PARTIAL TERMINATION AGREEMENT

         This Second Amendment to Lease and Partial  Termination  Agreement (the
"Agreement")  is dated as of October 30, 2002, for reference  purposes only, and
is made  between  Orchard Jay  Investors,  LLC, a California  limited  liability
company,   ("Landlord")  and  Cylink  Corporation,   a  California   corporation
("Tenant"),  with reference to the following facts and circumstances,  which are
conclusively agreed between the parties:

                  A.  Landlord  and  Tenant  are  parties  to a lease  dated for
         reference  purposes  as of May 10,  1999 as  amended  from time to time
         (collectively referred to herein as the "Lease"). All capitalized words
         having an  assigned  meaning in the Lease  shall  continue to have such
         meaning in this Agreement unless explicitly  modified.  Landlord is the
         successor  in interest to an  ownership  group made up of Landlord  and
         David J. Brown.

                  B.  Pursuant  to the Lease,  Tenant has leased  from  Landlord
         three  buildings  located in Santa Clara, California  at 3101-3121  Jay
         Street ("3101 Building"),  3131 Jay Street, ("3131 Building"), and 3151
         Jay Street ("3151 Building").

                  C. Landlord and Tenant have discussed  terminating  this Lease
         solely as to the 3101 and 3131 Buildings  (collectively the "Terminated
         Premises")  while  continuing the Lease in effect in regard to the 3151
         Building.

                  D.  Landlord  and Tenant  have  agreed  that the Lease will be
         terminated  under  the  terms  and  conditions   hereof  solely  as  to
         Terminated  Premises,  and  not as to the  3151  Building,  which  will
         continue to be subject to the Lease as amended hereby.

         Now,  therefore,  in  consideration  of all of the foregoing  facts and
circumstances,  and for good and valuable consideration, the receipt of which is
acknowledged by each party,  Landlord and Tenant agree to and do amend the Lease
as follows:

1.       Termination Of Lease As To Each Of The Terminated Premises

         A. On November 1, 2002 (the  "Building 3101  Termination  Date - Second
Floor"),  the Lease shall  terminate  and end as to the second floor of Building
3101,  and Tenant shall deliver  possession of the second floor of Building 3101
to  Landlord  as set forth  below.  On  January  31,  2003 (the  "Building  3101
Termination  Date - First Floor"),  the  Lease shall terminate and end as to the
first floor of Building 3101,  and Tenant shall deliver  possession of the first
floor of  Building  3101 to  Landlord as set forth  below.  Notwithstanding  the
foregoing,   however,   provisions   herein   whereby   Tenant  is  relieved  of
responsibilities  and  liabilities  for the 3101  Building  shall take effect


<PAGE>

on November 1, 2002, and Tenant shall not incur or pay any financial liabilities
on the first floor of Building  3101 during the period from  November 1, 2002 to
January 31, 2003.

         B. On March 1, 2003 (the "Building 3131 Termination  Date"),  the Lease
shall terminate and end as to Building 3131, and Tenant shall deliver possession
of Building  3131 to Landlord  as set forth below. Tenant will use  commercially
reasonable  efforts to deliver possession of  Building 3131 to Landlord prior to
March 1, 2003, but notwithstanding such delivery, shall be obligated to continue
to pay Base Monthly Rent and all Additional Rent due under the Lease on Building
3131 until March 1, 2003.

2. Lease Restructuring Consideration

         Concurrently  with the full  execution of this  Agreement,  the parties
agree to the  following:  (a) Tenant will remit to Landlord's  lender the sum of
$2,915,220.40  in  cash  in  consideration  of  said  lender's  consent  to this
Agreement;  (b) Tenant consents to the release of $285,018.60  currently held as
cash security for the Lease to Landlord's lender, also in consideration for said
lender's  consent  hereto;  and (c) upon  receipt  of the  aforementioned  sums,
Landlord  will cause  Landlord's  lender,  with the consent of Tenant,  which is
given hereby,  to return to Tenant  uncashed a Letter of Credit in the aggregate
face amount of $600,000.00 issued by Imperial Bank (now Comerica Bank), which is
currently  being held by  Landlord's  lender as  security  for this  Lease.  The
parties will deal with the other  Letter of Credit on Imperial  Bank in favor of
Landlord's lender as set forth in Paragraph 10.

         Upon  return of the  $600,000.00  Letter of  Credit,  Landlord  and its
lender shall not have to account  further to Tenant for this Letter of Credit or
the released  cash  security,  and such shall no longer be deemed to be security
for this Lease.  This Agreement shall be of no force or effect unless  collected
funds in the aforementioned amounts are remitted to Landlord's lender.

3.       Delivery Of Possession

         A. On the  Termination  Date specified  above for each Building (or, in
the case of the  3101  Building,  each  floor of each  Building),  Tenant  shall
deliver  possession  of  such  Building  to  Landlord  in  accordance  with  all
provisions  of the  Lease,  including  but  not  limited  to the  provisions  of
Paragraph  15.1  of the  Lease.  It is  understood  that  on the  Building  3101
Termination Date - Second Floor, Tenant is not actually delivering possession of
the space,  because Tenant never took possession of the space, its rights taking
effect  only  after  the  current  Tenant  delivered  possesion,  which  has not
happened.

         B. Prior to delivery of the 3131  Building,  Tenant shall,  as its sole
cost and expense (a) perform  those  portions of the work outlined in the letter
agreement  between Landlord and Tenant dated June 17, 1999 that are specified by
Landlord; and (b) restore the elements designated by Landlord of the first floor
of the said Building to their former condition. The total


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Second Amendment and Partial Lease Termination Agreement            Page 2 of 11

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scope of work to be performed by Tenant under subparagraphs (a) and (b) above is
as shown on Exhibit "A" attached hereto.

         C.  If  Tenant  does  not  complete  its  surrender   and   restoration
obligations  with  respect  to the 3131  Building  before  March 1,  2003,  then
Tenant's  obligation  to pay Base Monthly Rent and  Additional  Rent on the 3131
Building shall continue until such  obligations  are fulfilled.  Failure to turn
over  possession  on or before the date which is ninety (90) days after March 1,
2003 shall  constitute  a default  under the Lease  without  requirement  of any
statutory or lease notice or cure period.

         D. If Landlord so requests  in writing,  Tenant will  contract  for and
have performed work in addition to the work required under Paragraph 3B above on
the 3131 Building per Landlord's written direction and with Landlord's  selected
contractor(s)  at  Tenant's  expense,  provided,  however,  that  Tenant will be
immediately  reimbursed  in cash  for  these  costs  in full by  Landlord.  Upon
request,  Tenant  will  assign to  Landlord  all of  Tenant's  rights  under any
contracts  entered  into in  connection  with the work to be performed by Tenant
pursuant to this Paragraph.  In regard to such work, Tenant assumes no liability
for the work performed and Landlord hereby agrees to indemnify,  defend and hold
Tenant harmless from and against any claims,  losses,  liabilities,  damages and
costs, including, without limitation, claims by contractors, arising out of such
additional work and such indemnity shall survive termination of this Lease as to
the 3131  Building;  provided,  however,  Landlord  shall  not be  obligated  to
indemnify  Tenant  for  any  claims,  losses,  liabilities,  damages  and  costs
resulting  from the gross  negligence or willful  misconduct of Tenant or any of
Tenant's agents (other than the contractors).  In the event that the performance
of this work is the sole  factor  preventing  or  delaying  delivery of the 3131
Building or any part thereof to Landlord,  Tenant shall not incur any  liability
for such delay, including rent.

         E.  As  security  for  performance  of its  restoration  and  surrender
obligations,  Tenant shall post an additional cash security deposit, to be dealt
with as a part of the Security Deposit under the Lease, in the sum of $75,000 on
full execution hereof.  Said deposit shall be in addition to and not in place of
the remaining Lease Security Deposit  referenced below. Upon Tenant's  surrender
of  the  3131  Building  and  completion  of  its  obligations  of  restoration,
construction,   and  surrender,   Landlord  shall  account  to  Tenant  for  any
application of this sum to Tenant's obligations, and thereafter shall return the
unapplied  balance of said sum to Tenant less  Landlord's  actual and reasonable
legal  costs  associated  with this  Lease  restructuring  and any  other  costs
actually incurred with Landlord's lender in regard to this matter, including but
not  limited  to any of the  lender's  legal and  other  fees  which the  lender
requires to be paid in regard to this transaction.

         F. Notwithstanding  anything set forth in this Paragraph,  it is agreed
that the Terminated Premises will, where applicable, be delivered subject to the
Transferred Subleases (as defined below).


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Second Amendment and Partial Lease Termination Agreement            Page 3 of 11

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4.       Furniture and Cubicles

         A. On the Building  3101  Termination  Date - First Floor,  Tenant will
transfer to Landlord and leave in the space such furniture and cubicles  located
on said First Floor,  as Landlord  shall  designate in writing,  at no charge to
Landlord.  Tenant  will  receive  reasonable  notice  of the items  selected  by
Landlord  prior to its moving date - thus, if such notice cannot be given before
the Building 3101  Termination  Date - First Floor,  then Tenant will be able to
postpone  moving  all items from such First  Floor  until it has had  reasonable
notice.  As used  herein,  notice shall be deemed  reasonable  if it is at least
three (3) business days, but the parties will attempt to accommodate  each other
in regard to shorter  notices if  possible.  Tenant will  deliver  such items to
Landlord  free and clear of all liens and  encumbrances,  and will  supply  such
documentation  as Landlord may reasonably  request  showing that these items are
free and clear.

         B. On the  Building  3131  Termination  Date,  Tenant will  transfer to
Landlord  and leave in the space  such  furniture  and  cubicles  as (1) are not
needed for Tenant's  future  operations  and (2) which  Landlord  designates  in
writing on or before fifteen (15) days prior to the said Termination Date, at no
charge to Landlord. Tenant will deliver such items to Landlord free and clear of
all liens and encumbrances,  and will supply such  documentation as Landlord may
reasonably  request  showing  that these items are free and clear.  In the event
that Tenant proposes to move prior to the Building 3131  Termination  Date, then
Tenant will give Landlord  written notice of the proposed  moving date and allow
Landlord at least seven (7) days opportunity to make a written designation under
this Paragraph 4B prior to moving such items.

5.       Abandoned Property

         Landlord and Tenant  agree that all property  belonging to Tenant which
remains on the Terminated  Premises after they are delivered to Landlord that is
not covered by  Paragraph  4 above,  shall be deemed to have been  abandoned  by
Tenant, which waives all of its rights in such property, that all such property,
in the  aggregate,  shall be  conclusively  agreed between the parties to have a
fair market value of less than  $300.00,  that all such property may be disposed
of by Landlord as its own property  without  further notice to Tenant,  and that
Tenant waives any statutory requirements of notice, auction, sale, or accounting
relating to such  abandoned  property,  but Tenant  shall still be  obligated to
reimburse  Landlord for any costs actually incurred by Landlord in regard to the
removal or disposal of such property.

6.       Subleases; Subtenants; and Subrent

         (A) Tenant is the  Sublandlord  under certain  Subleases  identified as
follows and referred to herein as the "Transferred Subleases":

          Sublease  between ICG  Communications,  Inc.,  and Cylink  Corporation
          dated  May


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Second Amendment and Partial Lease Termination Agreement            Page 4 of 11

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          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).

         As of November 1, 2002, Tenant shall take all action necessary pursuant
to the Transferred  Subleases,  and in particular  pursuant to the provisions of
the two Consents,  to instruct the  Subtenants  that all rent and other payments
are to be made directly to Landlord and not to Tenant.  Any sums received  after
November 1, 2002 from these  Subtenants  (except sums relating to periods ending
on or before  October 31,  2002) shall be  remitted to Landlord  immediately  by
transfer of the check,  duly endorsed by Tenant,  to Landlord without deposit in
Tenant's accounts.

         Concurrently  with full  execution  hereof,  Tenant  shall  convey  the
Transferred  Subleases to Landlord or Landlord's nominee by a transfer that will
be effective on February 1, 2003.  Such  conveyance  shall be by  Assignment  of
Sublease  and Consent of  Landlord  as attached  hereto as Exhibit B, and Tenant
agrees to sign such  document.  Such  documents  shall be executed  prior to the
execution of this  Agreement,  but shall take effect  conditioned on the parties
executing  this  Agreement  and on the date  specified  therein.  Landlord  will
indemnify,  hold  harmless,  and  defend  Tenant  against  any and  all  claims,
liabilities,  damages,  losses, or injuries arising from any failure on the part
of Landlord or Landlord's nominee to perform all of the Tenant's  obligations as
Sublandlord under the Transferred Subleases arising from and after the effective
date of such  transfers  or arising  during the  November 1, 2002 to January 31,
2003 period.  On full  execution  hereof,  Tenant shall transfer to Landlord any
security deposits,  including all rights under any letter of credit, that are in
Tenant's possession or control under the Transferred Subleases.

         (B) With the exception of Subtenants and Subleases  listed above,  when
delivered to Landlord,  the Terminated Premises shall be unoccupied by Tenant or
any subtenant or other person,  and all subleases shall have been terminated and
possession recovered from the subtenant(s) on or before the Termination Date.

7. Duties Of Tenant

         Tenant's  duty to pay  Base  Monthly  Rent and  Additional  Rent on the
Terminated Premises shall continue until all of Tenant's  obligations  hereunder
have been completed with respect to the applicable  Terminated Premises.  Tenant
shall indemnify, defend, and hold harmless Landlord from and against any and all
claims,  liabilities,  damages,  losses, or injuries suffered by Landlord


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Second Amendment and Partial Lease Termination Agreement            Page 5 of 11

<PAGE>

due to Tenant's  failure to timely perform the said  obligations,  including but
not limited to Landlord's  reasonable attorney's fees and costs, any claims made
by any succeeding  tenant,  and any losses to Landlord due to lost opportunities
to lease to succeeding tenants.

8.       Payment Obligations Pending Termination

         Tenant is obligated to and shall promptly meet all payment  obligations
to Landlord  arising  during the period prior to and including  the  Termination
Dates for each Building. Such obligations shall include, without limitation, the
obligation to pay Base Monthly Rent and all Additional  Rent arising during such
period.  As soon as  reasonably  practicable  after the  Termination  Date for a
Building or a floor of a Building,  Landlord  will  reconcile  Common  Operating
Expenses and other items of  Additional  Rent  relating to periods of time up to
and including the Termination Date with regard to such Building (or floor),  and
present  Tenant  with  a  written  reconciliation  of  such  matters  (the  "COE
Reconciliation"). Tenant shall promptly pay to Landlord any sums due pursuant to
such  reconciliation,  not  later  than  ten (10)  days  after  presentation  of
Landlord's statement,  or if such reconciliation shows that Landlord is required
to pay Tenant,  then Landlord shall make such payment within ten (10) days after
presentation of Landlord's reconciliation.

9.       Termination Of Obligations; Continuing Obligations

         From and after each  Termination  Date,  all duties,  obligations,  and
liabilities of Tenant to Landlord with respect to that particular portion of the
Terminated Premises for periods after the applicable Termination Date, including
the obligation for Base Monthly Rent and Additional Rent, shall cease, except as
expressly set forth herein.  However, Tenant shall continue to be subject to all
obligations  and duties under the Lease and this  Agreement as to the  Remaining
Premises,  and shall  continue  to be  subject  to all  obligations  and  duties
relating to the  Terminated  Premises  which would  survive  the  expiration  or
earlier  termination of the Lease,  including but not limited to all obligations
relating to Hazardous Materials.

10.      Continuance  of Lease on 3151  Building  and On 3131  Building  Through
the Building 3131 Termination Date

         The 3151 Building  shall remain  subject to all terms and conditions of
the  Lease,  notwithstanding  any  other  provision  hereof,  and  shall  not be
terminated, but shall continue with the same rent (per square foot) as currently
paid for that space and subject to any Lease  provisions  relating to  increased
rent, for the remaining term of the Lease.

         The 3131 Building  shall remain  subject to all terms and conditions of
the Lease notwithstanding any other provision hereof,  including the duty to pay
rent at the current rate per square foot,  to and  including  the Building  3131
Termination Date.


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Second Amendment and Partial Lease Termination Agreement            Page 6 of 11

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         Until the Building  3131  Termination  Date,  the Base Monthly Rent for
3131  Building  and 3151  Building  from  November  1, 2002  (Month 39)  through
February 28, 2003 (Month 42) shall be $190,579.19 per month.

         Following  the Building  3131  Termination  Date (and provided the Base
Monthly Rent for the 3131  Building  does not  continue  because of a failure to
deliver  possession of the 3131 Building or any other  circumstance  under which
this Agreement provides that the rent thereon shall continue),  the Base Monthly
Rent for the 3151 Building will be $92,922.97 per month starting in March,  2003
(Month 43) and  thereafter as  determined  under the  following  table.  In this
table,  the numbered  months  indicate the said numbered months running from the
Commencement Date of the Lease.

--------------------------------------------------------------------------------
                  Mo.          Thru       Base Monthly Rent    Base Monthly Rent
--------------------------------------------------------------------------------
                                            3151 and 3131           3151 Only
--------------------------------------------------------------------------------
                  39            42              $190,579.18
--------------------------------------------------------------------------------
                  43            48                                 $92,922.97
--------------------------------------------------------------------------------
                  49            60                                 $95,710.66
--------------------------------------------------------------------------------
                  61            72                                 $98,581.98
--------------------------------------------------------------------------------
                  73            84                                $101,539.44
--------------------------------------------------------------------------------
                  85            96                                $104,585.62
--------------------------------------------------------------------------------
                  97           108                                $107,723.19
--------------------------------------------------------------------------------
                 109           120                                $110,954.88
--------------------------------------------------------------------------------


Upon  full  execution  hereof,  and as a  condition  of  effectiveness  of  this
Agreement,  Tenant  will supply  Landlord  with a letter of credit in the sum of
$667,623.60 which shall serve as security for the Lease going forward, including
any and all  obligations  set forth  herein.  Said Letter of Credit  shall be in
favor of Landlord's lender, shall comply in all other regards with the Letter of
Credit  requirements  of the Lease,  and shall  contain a provision  approved by
Landlord under which the Letter of Credit is  automatically  self-renewing on an
annual  basis.  Notwithstanding  anything  to the  contrary  in the Lease,  such
deposit shall not be subject to any reduction during the Lease Term.  Tenant may
satisfy this  requirement  by leaving the existing  Letter of Credit in the face
amount of $800,000.00  originally  drawn on Imperial Bank (now Comerica Bank) on
file and  effective  as a  deposit,  following  which  Tenant  will,  as soon as
available from its bank, deposit an Amendment by which the said Letter of Credit
will be reduced in value to $667,623.60  and a  self-renewing  provision will be
added such that the Letter of Credit will  automatically  renew  unless the bank
upon which it is drawn gives notice at least thirty days before  expiration that
it will not be  renewed.  Within  fifteen  (15) days of full  execution  hereof,
Tenant will provide a clean new Letter of Credit,  without separate  amendments,
in the same sum,  upon which event  Landlord's  lender will return to Tenant the
$800,000,00  Letter  of  Credit and  Amendment.  The parties  will cooperate  to
effectuate an exchange of one Letter of Credit for the other.


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Second Amendment and Partial Lease Termination Agreement            Page 7 of 11

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11.      Tenant's Allocated Share

         From and after the Building 3131  Termination  Date,  Tenant's Share of
the 3151  Building  shall be 100% and  Tenant's  Allocated  Share of the Project
shall be 32.78%.

12.      Parking Spaces

         The term "Tenant's  Allocated  Parking Stalls" is amended to 362 stalls
after the Building 3101  Termination  Date and to mean 177 stalls from and after
the Building 3131 Termination Date.

13.      Effect On Options; Rights Of First Refusal; Rights of First Offer

         Effective on full execution hereof,  Tenant waives and gives up any and
all options to extend or renew the Lease  Term,  and any and all rights of first
refusal or rights of first offer,  as to the  Terminated  Premises  only,  while
retaining any rights which have been granted as to the 3151 Building.

14.     Release:

         Upon the Termination Date for each of the Terminated Premises,  Tenant,
for itself and for all other persons  associated with Tenant,  releases Landlord
and  any  officers,  directors,  agents,  servants,   employees,   shareholders,
partners,  joint venturers,  lenders,  and/or all other persons  associated with
Landlord, from any and all claims, liabilities,  obligations,  demands, actions,
causes of action,  and/or  lawsuits  relating to or arising from each Terminated
Premise. This release and all covenants and agreements contained herein shall be
for the  benefit  of,  and be  enforceable  against  Tenant  by,  the  officers,
directors, agents, servants, employees, shareholders, partners, joint venturers,
and lenders of Landlord, and all other persons associated with Landlord.

         a. Claims  Released:  The claims released hereby shall be all claims of
         whatever  nature,  whether now known or unknown,  whether  suspected or
         unsuspected, whether latent or patent, whether such claims are or could
         be  anticipated,  and whether  such claims have arisen now, or arise in
         the future.

         b. Acceptance of Responsibility for Unknown Claims:  Tenant enters into
         this   release   with  the   knowledge   that  there  may  be  unknown,
         unanticipated,  or unsuspected  claims which are released and waived by
         executing this release, and that there is a risk that Tenant will incur
         or suffer losses,  damages, or injuries which are in some way caused by
         the transactions and occurrences referred to above, or which would, but
         for this  release,  be the legal  responsibility  of  Landlord.  Tenant
         agrees to accept the above-described risks with the understanding that


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Second Amendment and Partial Lease Termination Agreement            Page 8 of 11

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         THIS  RELEASE  APPLIES TO ALL UNKNOWN OR  UNANTICIPATED  RESULTS OF THE
         TRANSACTIONS,  OCCURRENCES,  AND DISPUTES  DESCRIBED  ABOVE, AS WELL AS
         THOSE KNOWN AND ANTICIPATED,  and Tenant agrees to accept and bear full
         responsibility for any losses,  injuries, or damages which are suffered
         or  incurred  as a result of  unknown,  unanticipated,  or  unsuspected
         claims, losses, damages, or injuries.

         c. Waiver of Civil Code Section 1542: Tenant agrees that this is a full
         and final release applying to all unknown and  unanticipated  claims or
         damages  suffered  by the  Tenant,  as well as to those  claims  and/or
         damages  now known or  disclosed,  and  Tenant  waives and gives up all
         rights or benefits which might  otherwise  accrue to Tenant,  now or in
         the future,  under the terms of  California  Civil Code  Section  1542,
         which reads as follows:

               "A general  release  does not extend to claims which the creditor
               does not  know or  suspect  to exist in his  favor at the time of
               execution  of the  release,  which  if  known  by him  must  have
               materially affected his settlement with the debtor."

         Tenant  further  waives any rights and benefits  which might  otherwise
         accrue to Tenant  under the  provisions  of any similar  statute  which
         later  comes  into  effect  in  California  or which now or later is in
         effect under the law of any other jurisdiction.

         d. Successors:  This agreement shall be binding on the heirs,  assigns,
         and successors of each party.

         e. Survival:  Notwithstanding anything in this Paragraph 14, the terms,
         provisions,  and  conditions  of this  Second  Amendment  to Lease  and
         Partial  Termination  Agreement  shall survive and be unaffected by the
         release contained in this Paragraph.

15.      Effect of Agreement:

         This  Agreement  modifies  the Lease.  In the event of any  conflict or
discrepancy  between the Lease and/or any other previous  documents  between the
parties  and the  provisions  of this  Agreement,  then the  provisions  of this
Agreement shall control. All capitalized words having an assigned meaning in the
Lease shall  continue to have such meaning in this Agreement  unless  explicitly
modified hereby. Except as modified herein, the Lease shall remain in full force
and effect.  This Agreement has been negotiated between  sophisticated  parties,
both represented by counsel,  and each party waives any presumptions under which
the Agreement is to be construed  against the drafting party. The tender of this
Agreement by Landlord does not  constitute an offer to enter into the Agreement,
and this Agreement  shall be accepted by Landlord only by signing


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Second Amendment and Partial Lease Termination Agreement            Page 9 of 11

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and delivering a duplicate original hereof to Tenant

16.      Brokerage Commissions

         Neither party has been represented by a real estate broker in regard to
the transaction  represented by this Agreement,  and no brokerage commissions or
finder's  fees are due in regard to the  transaction.  Tenant will hold Landlord
harmless and indemnify  Landlord against any claim,  loss, or damage,  including
reasonable  attorney's fees, in regard to a brokerage commission or finder's fee
claim by a broker or finder under contract with or working with Tenant. Landlord
will hold Tenant  harmless and  indemnify  Tenant  against any claim,  loss,  or
damage,   including  reasonable  attorney's  fees,  in  regard  to  a  brokerage
commission  or finder's fee claim by a broker or finder under  contract  with or
working with Landlord.

17.      Bankrupty

         In  the  event  of a  bankruptcy  filing,  assignment  for  benefit  of
creditors,  or any other  form of  insolvency  liquidation  with  respect to the
Tenant,  if such takes place on a date which may require  Landlord or its lender
to return to the Tenant or Tenant's  Representative  ("Representative" means and
includes a trustee or assignee for benefit of  creditors)  any sums  remitted or
released  hereunder to Landlord or Landlord's  lender, and if Tenant or Tenant's
Representative reject the Lease as to the 3151 Building,  Tenant agrees that the
releases  granted  hereby  shall (at  Landlord's  option  exercised by notice in
writing to Tenant and/or Tenant's  Representative) be of no force or effect, and
that if  Landlord  exercises  such  option,  Landlord  shall be entitled to full
performance  under the Lease and to make and have  approved such claims as shall
be based on full performance under the Lease, without regard to any releases and
terminations  granted  hereby,  provided only,  that Tenant shall be entitled to
credit sums paid hereunder (to the extent such sums are  ultimately  retained by
Landlord in such proceeding) against any such claims.

18.      Authority

         Each individual  executing this Agreement  represents and warrants that
he or she is duly  authorized  to and does  execute and deliver  this  Agreement
pursuant to express authority from Tenant or Landlord,  as applicable,  pursuant
to and in  accordance  with the By-Laws and the other  organic  documents of the
signing party.

19.      Cooperation and Information

         During the time while  Tenant  continues  to occupy the 3131  Building,
Tenant will cooperate with Landlord's  reasonable efforts to market and show the
Building  through  its  management  firm  and/or  brokers.  From time to time on
Landlord's  reasonable request,  and except as otherwise provided by law, Tenant
will provide Landlord with updated, detailed


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Second Amendment and Partial Lease Termination Agreement           Page 10 of 11

<PAGE>

information  relating  to its  efforts  to  achieve  sustainability  by  cutting
expenses,  reorganizing, and increasing revenues, as well as by equity infusion,
additional  debt,  or  sale  to or  merge  with  a  more  profitable  or  better
capitalized company.



LANDLORD:                                       TENANT:

Orchard Jay Investors, LLC, a California        Cylink Corporation, a 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


--------------------------------------------------------------------------------
Second Amendment and Partial Lease Termination Agreement           Page 11 of 11

<PAGE>

                            [ EXHIBIT A FLOOR PLAN ]



                                   EXHIBIT A
<PAGE>

                   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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                                    EXHIBIT B
                                    PAGE ONE OF TWO
<PAGE>

Consent of Landlord                                                  Page 2 of 2
--------------------------------------------------------------------------------

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 California        Cylink Corporation, a California
limited liability company                       corporation

By:____________________________                 By:_____________________________
         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:_____________________________
                                                       Michael J. Biggar
                                                       Managing Member
                                                Dated:


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

                                    EXHIBIT B
                                    PAGE TWO OF TWO