UNITED STATES DISTRICT COURT
                         NORTHERN DISTRICT OF CALIFORNIA


IN RE CYLINK SECURITIES LITIGATION,           )     Master File No.
                                              )     C-98-04292 (VRW)
                                              )
                                              )     STIPULATION AND AGREEMENT
This Document Relates To: ALL ACTIONS         )     OF SETTLEMENT
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         This  stipulation  and agreement of settlement (the  "Stipulation")  is
submitted  pursuant to Rule 23 of the Federal Rules of Civil Procedure.  Subject
to the  approval  of the Court,  this  Stipulation  is  entered  into among Lead
Plaintiff  Jonny Alpern and the Class (as  hereinafter  defined) and  Defendants
Cylink Corporation  ("Cylink"),  and Fernand B. Sarrat, John H. Daws, and Thomas
L. Butler (the "Individual  Defendants")  (Cylink and the Individual  Defendants
are collectively  referred to hereinafter as the  "Defendants"),  by and through
their respective counsel.

         WHEREAS:

         A. Beginning on or about  November 6, 1998,  seven actions - Wenderhold
v. Cylink Corp. et al., Case No.  98-CV-04292  (VRW),  Lerner v. Cylink Corp. et
al.,  Case No.  98-CV-04296  (VRW),  Poling v.  Cylink  Corp.  et al.,  Case No.
98-CV-04360 (VRW), Silberman v. Cylink Corp. et al., Case No. 98-CV-04536 (VRW),
Vassilakos v. Cylink Corp. et al., Case No. 98-CV-04603 (VRW), Von Schweinitz v.
Cylink Corp. et al., Case No. 98-CV-04673 (VRW),


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Plisski v. Cylink Corp. et al., Case No.  98-CV-04757  (VRW)- were filed in this
Court  and were  consolidated  under  the  caption  above by order of the  Court
entered  April 6, 2000,  and are  collectively  hereinafter  referred  to as the
"Action";

         B. The  Amended  Consolidated  Complaint  dated  December  5, 2000 (the
"Complaint")  filed in the Action generally  alleges,  among other things,  that
Defendants issued press releases and filed quarterly reports with the Securities
and Exchange Commission  regarding Cylink's financial condition during the Class
Period -- April 23,  1998  through and  including  November 5, 1998 -- that were
materially false and misleading in a scheme to artificially inflate the value of
Cylink  securities  in violation of Sections  10(b) and 20(a) of the  Securities
Exchange Act of 1934, and Rule 10b-5 promulgated thereunder;

         C. The Complaint further alleges that Plaintiff and other Class Members
purchased  the  common  stock of  Cylink  during  the  Class  Period  at  prices
artificially  inflated  as a result of the  Defendants'  dissemination  of these
materially false and misleading statements;

         D. By Order dated August 29, 2001, the Court granted in part and denied
in part  the  motions  to  dismiss  the  Complaint  filed by  Cylink  and by the
Individual Defendants;

         E. The Defendants deny any wrongdoing or legal liability whatsoever and
this  Stipulation  shall in no event be construed or deemed to be evidence of or
an  admission or  concession  on the part of any  Defendant  with respect to any
claim or of any fault or liability or  wrongdoing or damage  whatsoever,  or any
infirmity in the defenses that the  Defendants  have asserted.  Defendants  also
deny that Lead Plaintiff or Class Members have suffered damage or that the price
of  Cylink's  common  stock was  artificially  inflated  by  reason  of  alleged
misrepresentations,  non-disclosures or otherwise,  or that the Class was harmed
by the conduct alleged in the Complaint. This Stipulation shall not be construed
or deemed to be a concession  by any  Plaintiff  of any  infirmity in the claims
asserted in the Action. The parties to this Stipulation recognize, however, that
the  litigation  has been filed by Plaintiff  and defended by Defendants in good
faith and with adequate basis in fact under Federal Rule of Civil  Procedure 11,
that the litigation is being  voluntarily  settled after advice of counsel,  and
that the terms of the settlement are fair, adequate and reasonable;

                                      -2-
<PAGE>

         F. Plaintiff's Counsel have conducted an investigation  relating to the
claims and the  underlying  events and  transactions  alleged in the  Complaint.
Plaintiff's Counsel have analyzed evidence adduced during pretrial discovery and
have  researched  the applicable law with respect to the claims of Plaintiff and
the Class against the Defendants and the potential defenses thereto;

         G.  Plaintiff,  by his counsel,  has  conducted  discussions  and arm's
length negotiations with counsel for Defendants with respect to a compromise and
settlement  of the Action  with a view to  settling  the  issues in dispute  and
achieving the best relief  possible  consistent with the interests of the Class.
Indeed,  Plaintiff and  Defendants,  including  representatives  of  Defendants'
insurance  carriers,  conducted several mediation sessions with Magistrate Judge
Edward A. Infante;

         H. Based upon their  investigation and pretrial  discovery as set forth
above,  Plaintiff's Counsel have concluded that the terms and conditions of this
Stipulation are fair, reasonable and adequate to Plaintiff and the Class, and in
their best interests,  and have agreed to settle the claims raised in the Action
pursuant to the terms and provisions of this Stipulation,  after considering (a)
the  substantial  benefits  that  Plaintiff  and the  members  of the Class will
receive from  settlement of the Action,  (b) the attendant  risks of litigation,
and (c) the  desirability  of permitting  the  Settlement to be  consummated  as
provided by the terms of this Stipulation; and

         I.  Defendants  have concluded that it is desirable that this Action be
fully and finally  settled in the manner and upon the terms and  conditions  set
forth herein in order to avoid the expense,  inconvenience  and  distraction  of
further legal proceedings and to fully and finally settle the Settled Claims (as
defined  below).  In determining to enter the  Stipulation,  the defendants also
have considered a number of issues, including the uncertain outcome and the risk
inherent in any  litigation,  especially in complex actions such as this Action,
as well as the difficulties and delays inherent in such litigation.

         NOW  THEREFORE,  without any  admission  or  concession  on the part of
Plaintiff  of any  lack of merit  of the  Action  whatsoever,  and  without  any
admission or  concession  of any liability or wrongdoing or lack of merit in the
defenses  whatsoever by Defendants,  it is hereby  STIPULATED AND AGREED, by and
among the  parties to this  Stipulation,  through  their

                                      -3-
<PAGE>

respective attorneys, subject to approval of the Court pursuant to Rule 23(e) of
the Federal Rules of Civil  Procedure,  in consideration of the benefits flowing
to the parties hereto from the  Settlement,  that all Settled Claims (as defined
below) as against the Released  Parties (as defined below) shall be compromised,
settled,  released  and  dismissed  with  prejudice,  upon  and  subject  to the
following terms and conditions:

                               CERTAIN DEFINITIONS

         1. As used in this  Stipulation,  the  following  terms  shall have the
following meanings:

              (a)  "Authorized  Claimant"  means a Class  Member  who  submits a
timely and valid Proof of Claim form to the Claims Administrator.

              (b) "Claims  Administrator" means the firm of Mulholland & Company
which shall administer the Settlement.

              (c) "Class" and "Class  Members"  means all persons who  purchased
the  common  stock of Cylink  during  the period  from  April 23,  1998  through
November 5, 1998, inclusive. Excluded from the Class are the Defendants, members
of the immediate family (parents,  spouses,  siblings,  and children) of each of
the Individual Defendants,  any subsidiary of Cylink, the directors and officers
of Cylink or any subsidiary of Cylink,  any entity in which any excluded  person
has a controlling interest,  and the legal representatives,  heirs,  successors,
and  assigns  of any  excluded  person.  Also  excluded  from the  Class are any
putative Class Members who exclude  themselves by filing a request for exclusion
in accordance with the requirements set forth in the Notice.

              (d) "Class  Period"  means,  for the purposes of this  Stipulation
only,  the  period of time  from  April  23,  1998  through  November  5,  1998,
inclusive.

              (e) "Defendants" means Cylink and the Individual Defendants.

              (f)  "Defendants'  Counsel"  means the law firms of Wilson Sonsini
Goodrich & Rosati, Bergeson & Eliopolous LLP, and Bryant Clohan & Baruh LLP.


                                      -4-
<PAGE>

              (g) "Effective  Date of Settlement" or "Effective  Date" means the
date upon which the Settlement  contemplated  by this  Stipulation  shall become
effective, as set forth in paragraph 22 below.

              (h) "Notice" means the Notice of Pendency of Class Action, Hearing
On  Proposed  Settlement  and  Attorneys'  Fee  Petition  and  Right to Share in
Settlement  Fund,  which will be filed with the Court on or before  November  1,
2002, and which, if approved by the Court, will be sent to members of the Class.

              (i)  "Order and Final  Judgment"  means the  proposed  order to be
entered  approving  the  Settlement,  which  will be filed  with the Court on or
before  November 1, 2002, and which,  if signed by the Court,  will dismiss this
Action with prejudice.

              (j)  "Plaintiff's  Counsel"  means  the law  firm of  Innelli  and
Molder.

              (k) "Plaintiff" or "Lead Plaintiff" means Jonny Alpern.

              (l)   "Preliminary   Approval  Order"  means  the  proposed  order
preliminarily  approving  the  Settlement  and directing  notice  thereof to the
Class, which will be filed with the Court on or before November 1, 2002.

              (m)  "Publication  Notice"  means the  summary  notice of proposed
Settlement and hearing for publication, which will be filed with the Court on or
before November 1, 2002.

              (n) "Released Parties" means the Defendants, their past or present
subsidiaries,   parents,  successors  and  predecessors,   officers,  directors,
shareholders,  agents,  employees,  attorneys,  advisors,  investment  advisors,
auditors,  accountants,  insurers  and  reinsurers,  insurers'  and  reinsurers'
counsel, and any person, firm, trust,  corporation,  officer,  director or other
individual or entity in which any Defendant has a controlling  interest or which
is  related  to or  affiliated  with  any  of  the  Defendants,  and  the  legal
representatives, heirs, successors in interest or assigns of the Defendants.

              (o) "Settled Claims" means any and all claims, rights or causes of
action or  liabilities  whatsoever,  whether  based on  federal,  state,  local,
statutory or common law or any other law,  rule or  regulation,  including  both
known claims and Unknown  Claims,  that have been or could have been asserted in
any  forum by the  Class  Members  or any of them  against  any of

                                      -5-
<PAGE>

the Released Parties which arise out of or relate in any way to the allegations,
transactions,  facts,  matters  or  occurrences,  representations  or  omissions
involved,  set  forth,  referred  to or that  could  have been  asserted  in the
Complaint  relating  to the  purchase  of shares of the  common  stock of Cylink
during the Class Period.

              (p) "Settled Defendants' Claims" means any and all claims,  rights
or causes of action or liabilities whatsoever,  whether based on federal, state,
local,  statutory or common law or any other law, rule or regulation,  including
both known claims and Unknown Claims, that have been or could have been asserted
in the Action or any forum by the  Defendants  or any of them or the  successors
and assigns of any of them against Plaintiff,  Class Members or their attorneys,
which  arise  out of or relate in any way to the  institution,  prosecution,  or
settlement of the Action.

              (q)  "Settlement"  means  the  settlement   contemplated  by  this
Stipulation.

              (r) "Unknown  Claims"  means any and all Settled  Claims which any
Plaintiff  or Class  Member does not know or suspect to exist in his, her or its
favor  at the time of the  release  of the  Released  Parties,  and any  Settled
Defendants' Claims which any Defendant does not know or suspect to exist in his,
her or its favor,  which if known by him, her or it might have affected his, her
or its decision(s)  with respect to the Settlement.  With respect to any and all
Settled Claims and Settled  Defendants'  Claims, the parties stipulate and agree
that upon the Effective Date, the Plaintiff and the Defendants  shall expressly,
and each Class Member shall be deemed to have,  and by operation of the Judgment
shall  have,  expressly  waived  any and all  provisions,  rights  and  benefits
conferred  by any  law of any  state  or  territory  of the  United  States,  or
principle of common law,  which is similar,  comparable,  or  equivalent to Cal.
Civ. Code ss. 1542, which provides:

         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  executing  the
         release,  which  if  known by him must  have  materially  affected  his
         settlement with the debtor.

Plaintiff  and  Defendants  acknowledge,  and Class  Members by operation of law
shall be deemed to have acknowledged,  that the inclusion of "Unknown Claims" in
the definition of Settled

                                      -6-
<PAGE>

Claims and Settled Defendants' Claims was separately bargained for and was a key
element of the Settlement.

                         SCOPE AND EFFECT OF SETTLEMENT

              2. The obligations  incurred pursuant to this Stipulation shall be
in full and final  disposition  of the Action and any and all Settled  Claims as
against all Released Parties and any and all Settled Defendants' Claims.

              3.  (a)  Pursuant  to the  Order  and  Final  Judgment,  upon  the
Effective Date of this Settlement,  Plaintiff and members of the Class on behalf
of themselves, their heirs, executors,  administrators,  successors and assigns,
and any persons they  represent,  shall,  with respect to each and every Settled
Claim,  release  and  forever  discharge,  and shall  forever be  enjoined  from
prosecuting, any Settled Claims against any of the Released Parties.

                  (b)  Pursuant  to the  Order  and  Final  Judgment,  upon  the
Effective  Date of  this  Settlement,  each  of the  Defendants,  on  behalf  of
themselves and the Released  Parties,  shall release and forever  discharge each
and every of the Settled  Defendants' Claims, and shall forever be enjoined from
prosecuting the Settled Defendants' Claims.

                          THE SETTLEMENT CONSIDERATION

              4. Defendants will pay $6.2 million (the "Cash Settlement Amount")
into an  interest-bearing  escrow  account on behalf of Plaintiff  and the Class
within  30 days from the  filing of this  fully  executed  stipulation  with the
Court.  The Cash Settlement  Amount and any interest earned thereon shall be the
Gross  Settlement  Fund. The Plaintiff and Defendants also acknowledge and agree
that,  notwithstanding  anything  else in this  paragraph,  if Cylink  files for
bankruptcy protection (or if an involuntary bankruptcy petition is filed against
Cylink)  prior to the  occurrence  of all  events  set  forth in  Paragraph  22,
subsections (a) through (c), then the parties shall seek the bankruptcy  court's
approval of the  settlement  and, if it has not yet occurred,  of payment of the
Cash Settlement Amount into the escrow account, which payment will be contingent
on such  approval.  All parties  will  cooperate  as  necessary  in obtaining an
appropriate order.

                                      -7-
<PAGE>

              5. (a) The Gross  Settlement  Fund,  net of any Taxes (as  defined
below)  on the  income  thereof,  shall  be  used  to pay  (i)  the  notice  and
administration  costs referred to in paragraph 7 hereof, (ii) the attorneys' fee
and expense  award  referred to in paragraph 8 hereof,  and (iii) the  remaining
administration  expenses  referred to in paragraph 9 hereof.  The balance of the
Gross  Settlement Fund after the above payments shall be the Net Settlement Fund
which shall be distributed to the Authorized Claimants as provided in paragraphs
10-12 hereof.  Any sums required to be held in escrow hereunder shall be held by
an independent  Escrow Agent for the Settlement Fund. This Escrow Agent shall be
PNC Bank,  N.A.  All funds held by the Escrow Agent shall be deemed to be in the
custody of the Court and shall remain subject to the  jurisdiction  of the Court
until such time as the funds  shall be  distributed  or  returned to the persons
paying the same pursuant to this Stipulation  and/or further order of the Court.
Accordingly,  the  Escrow  Agent  shall only  disburse  funds by an order of the
Court,  upon  signature of  Plaintiff's  Counsel,  after  notice to  Defendants'
Counsel.  The Escrow Agent shall invest any funds in excess of $100,000 in short
term United States Agency or Treasury Securities, and shall collect and reinvest
all interest accrued thereon. Any funds held in escrow in an amount of less than
$100,000 may be held in an interest  bearing  bank account  insured by the FDIC.
The parties hereto agree that the Settlement  Fund is intended to be a Qualified
Settlement Fund within the meaning of Treasury  Regulation ss. 1.468B-1 and that
the Escrow Agent, as  administrator of the Settlement Fund within the meaning of
Treasury  Regulation ss.  1.468B-2(k)(3),  shall be  responsible  for filing tax
returns for the Settlement  Fund and paying from the  Settlement  Fund any Taxes
owed with  respect to the  Settlement  Fund.  Counsel  for  Defendants  agree to
provide  promptly  to the  Escrow  Agent the  statement  described  in  Treasury
Regulation ss. 1.468B-3(e).

              (b) All (i) taxes on the income of the Gross  Settlement  Fund and
(ii) expenses and costs  incurred in  connection  with the taxation of the Gross
Settlement Fund (including,  without  limitation,  expenses of tax attorneys and
accountants)  (collectively  "Taxes") shall be paid out of the Gross  Settlement
Fund, shall be considered to be a cost of  administration  of the settlement and
shall be timely paid by the Escrow Agent without prior Order of the Court.

                                      -8-
<PAGE>

                                 ADMINISTRATION

              6. The Claims  Administrator shall administer the Settlement under
Plaintiff's  Counsel's supervision and subject to the jurisdiction of the Court.
Except as stated in paragraph  14 hereof,  the  Released  Parties  shall have no
responsibility  for the  administration  of the  Settlement  and  shall  have no
liability  to the  Class in  connection  with such  administration.  Defendants'
Counsel shall  cooperate in the  administration  of the Settlement to the extent
reasonably   necessary  to  effectuate  its  terms,   including   providing  all
information  from Cylink's  transfer  records  concerning  the identity of Class
Members and their transactions.

              7.  Plaintiff's  Counsel  may expend from the  Settlement  Amount,
without further  approval from the Defendants or the Court, the reasonable costs
and expenses  associated with the  administration  of the Settlement,  including
without limitation,  the costs of identifying members of the Class and effecting
mail  notice  and  Publication  Notice.  Such  amounts  shall  include,  without
limitation,  the actual costs of  publication,  printing and mailing the Notice,
payment to Cylink's  transfer  agent for any charges  associated  with obtaining
Cylink's  transfer  records,  reimbursements  to nominee  owners for  forwarding
notice to their beneficial owners, and the administrative  expenses incurred and
fees charged by the Claims Administrator in connection with providing notice and
processing the submitted claims.

                          ATTORNEYS' FEES AND EXPENSES

              8. (a)  Plaintiff's  Counsel  will apply to the Court for an award
from the Gross Settlement Fund of attorneys' fees and reimbursement of expenses,
plus interest.  Such attorneys' fees,  expenses,  and interest as are awarded by
the Court shall be payable from the Gross Settlement Fund to Plaintiff's Counsel
within three (3) days from the Court's entry of an Order and Final  Judgment and
the  Court's  award of  attorneys  fees and  expenses,  subject  to  Plaintiff's
Counsel's obligation to make appropriate refunds or repayments to the Settlement
Fund  plus  accrued  interest  at the same net rate as is  earned  by the  Gross
Settlement  Fund,  if and  when,  as a  result  of  any  appeal  and/or  further
proceedings on remand, or successful collateral attack, the fee or cost award is
reduced or reversed.

                                      -9-
<PAGE>

              (b) The procedure  for, and the allowance or  disallowance  by the
Court of, any applications by Plaintiff's Counsel for attorneys' fees, costs and
expenses  to be paid  out of the  Gross  Settlement  Fund,  are not  part of the
Settlement set forth in this Stipulation,  and are to be considered by the Court
separately from the Court's  consideration of the fairness,  reasonableness  and
adequacy  of the  Settlement  set  forth  in  this  Stipulation.  Any  order  or
proceeding relating to such fee and expense application,  or any appeal from any
order relating thereto or reversal or modification thereof, shall not operate to
terminate  or cancel the  Stipulation,  or affect or delay the  finality  of the
Judgment  approving  the  Stipulation  and  the  Settlement  set  forth  herein.
Defendants  and the Released  Parties shall have no  responsibility  for, and no
liability  whatsoever with respect to, the allocation among Plaintiff's Counsel,
and any other person who may assert some claim  thereto,  of any fee and expense
award that the Court may make in the litigation, and Defendants and the Released
Parties take no position with respect to such matters.

                             ADMINISTRATION EXPENSES

              9.  Plaintiff's  Counsel  will  apply to the  Court,  on notice to
Defendants' Counsel, for an order (the "Class Distribution Order") approving the
Claims Administrator's  administrative  determinations concerning the acceptance
and rejection of the claims submitted herein and approving any fees and expenses
not  previously  applied  for,  including  the fees and  expenses  of the Claims
Administrator, and, if the Effective Date has occurred, directing payment of the
Net Settlement Fund to Authorized Claimants.

                      DISTRIBUTION TO AUTHORIZED CLAIMANTS

              10. The  Claims  Administrator  shall  determine  each  Authorized
Claimant's  pro  rata  share  of the  "Net  Settlement  Fund"  based  upon  each
Authorized  Claimant's  Recognized  Claim (as defined in the Plan of  Allocation
described  in the  Notice,  or in such  other  Plan of  Allocation  as the Court
approves).

              11.  The  Plan  of  Allocation  proposed  in the  Notice  is not a
necessary term of this Stipulation and it is not a condition of this Stipulation
that that Plan of Allocation be approved. It is further understood and agreed by
Plaintiff and Defendants that any proposed Plan of Allocation including, but not
limited  to,  any  adjustments  to an  Authorized  Claimants's  claim  set

                                      -10-
<PAGE>

forth  therein,  is to be  considered by the Court  separately  from the Court's
consideration of the fairness, reasonableness and adequacy of the Settlement set
forth in this Stipulation,  and any order or proceedings relating to the Plan of
Allocation  shall not operate to terminate or cancel the  Stipulation  or affect
the  finality  of  the  Court's  Judgment  approving  the  Stipulation  and  the
Settlement set forth herein, or any orders entered pursuant to the Stipulation.

              12. Each  Authorized  Claimant shall be allocated a pro rata share
of the Net Settlement Fund based on his or her Recognized  Claim compared to the
total  Recognized  Claims of all accepted  claimants.  This is not a claims-made
settlement.  The  Defendants  shall  not  be  entitled  to get  back  any of the
settlement  monies once the Settlement  becomes final. The Defendants shall have
no involvement in reviewing or challenging claims.

                        ADMINISTRATION OF THE SETTLEMENT

              13. Any  member of the Class who does not submit a valid  Proof of
Claim  will  not be  entitled  to  receive  any of the  proceeds  from  the  Net
Settlement  Amount  but will  otherwise  be  bound  by all of the  terms of this
Stipulation  and the  Settlement,  including  the  terms of the  Judgment  to be
entered in the Action and the releases  provided for herein,  and will be barred
from bringing any action  against the Released  Parties  concerning  the Settled
Claims.

              14.  Plaintiff's  Counsel shall be responsible for supervising the
administration  of the Settlement and disbursement of the Net Settlement Fund by
the Claims  Administrator.  Except for their  obligation  to pay the  Settlement
Amount,  and to cooperate in the production of  information  with respect to the
identification of Class Members from Cylink's  shareholder  transfer records, as
provided  herein,  the Released  Parties shall have no liability,  obligation or
responsibility  for the  administration of the Settlement or disbursement of the
Net  Settlement  Fund.  Plaintiff's  Counsel  shall have the right,  but not the
obligation,  to waive  what they deem to be formal or  technical  defects in any
Proofs of Claim submitted in the interests of achieving substantial justice.

              15. For  purposes of  determining  the extent,  if any, to which a
Class Member shall be entitled to be treated as an  "Authorized  Claimant",  the
following conditions shall apply:

                                      -11-
<PAGE>

                  (a) Each Class  Member  shall be required to submit a Proof of
Claim, supported by such documents as are designated therein, including proof of
the Claimant's loss, or such other documents or proof as Plaintiff's Counsel, in
their discretion, may deem acceptable;

                  (b)  All  Proofs  of  Claim  must  be  submitted  by the  date
specified  in the Notice  unless  such period is extended by Order of the Court.
Any Class  Member  who  fails to  submit a Proof of Claim by such date  shall be
forever barred from receiving any payment pursuant to this Stipulation  (unless,
by Order of the Court, a later  submitted Proof of Claim by such Class Member is
approved),  but shall in all other respects be bound by all of the terms of this
Stipulation and the Settlement including the terms of the Judgment to be entered
in the Action and the  releases  provided  for  herein,  and will be barred from
bringing any action against the Released Parties  concerning the Settled Claims.
Provided that it is received before the motion for the Class  Distribution Order
is filed,  a Proof of Claim shall be deemed to have been  submitted when posted,
if  received  with a  postmark  indicated  on the  envelope  and  if  mailed  by
first-class mail and addressed in accordance with the instructions  thereon.  In
all other cases,  the Proof of Claim shall be deemed to have been submitted when
actually received by the Claims Administrator;

                  (c) Each Proof of Claim shall be  submitted to and reviewed by
the Claims  Administrator,  under the  supervision of Plaintiff's  Counsel,  who
shall determine in accordance with this Stipulation the extent, if any, to which
each  claim  shall be  allowed,  subject  to  review by the  Court  pursuant  to
subparagraph (e) below;

                  (d)  Proofs  of  Claim   that  do  not  meet  the   submission
requirements may be rejected. Prior to rejection of a Proof of Claim, the Claims
Administrator shall communicate with the Claimant in order to remedy the curable
deficiencies in the Proof of Claims submitted.  The Claims Administrator,  under
supervision of  Plaintiff's  Counsel,  shall notify,  in a timely fashion and in
writing,  all Claimants whose Proofs of Claim they propose to reject in whole or
in part,  setting forth the reasons therefor,  and shall indicate in such notice
that the Claimant whose claim is to be rejected has the right to a review by the
Court  if the  Claimant  so  desires  and  complies  with  the  requirements  of
subparagraph (e) below;

                                      -12-
<PAGE>

                  (e) If any Claimant  whose claim has been rejected in whole or
in part desires to contest such rejection, the Claimant must, within twenty (20)
days after the date of mailing of the notice required in subparagraph (d) above,
serve upon the Claims Administrator a notice and statement of reasons indicating
the Claimant's  grounds for  contesting the rejection  along with any supporting
documentation,  and  requesting  a review  thereof  by the  Court.  If a dispute
concerning a claim  cannot be  otherwise  resolved,  Plaintiff's  Counsel  shall
thereafter present the request for review to the Court; and

                  (f)   The   administrative   determinations   of  the   Claims
Administrator accepting and rejecting claims shall be presented to the Court, on
notice  to  Defendants'  Counsel,  for  approval  by  the  Court  in  the  Class
Distribution Order.

              16.  Each  Claimant  shall  be  deemed  to have  submitted  to the
jurisdiction  of the Court with respect to the Claimant's  claim,  and the claim
will be subject to investigation  and discovery under the Federal Rules of Civil
Procedure,  provided that such  investigation  and discovery shall be limited to
that  Claimant's  status as a Class  Member and the  validity  and amount of the
Claimant's  claim.  No discovery shall be allowed on the merits of the Action or
Settlement in connection with processing of the Proofs of Claim.

              17. Payment pursuant to this Stipulation shall be deemed final and
conclusive  against all Class  Members.  All Class  Members whose claims are not
approved by the Court shall be barred from  participating in distributions  from
the Net  Settlement  Fund,  but otherwise  shall be bound by all of the terms of
this  Stipulation and the Settlement,  including the terms of the Judgment to be
entered in the Action and the releases  provided for herein,  and will be barred
from bringing any action  against the Released  Parties  concerning  the Settled
Claims.

              18. All proceedings with respect to the administration, processing
and  determination  of claims  described by paragraph 15 of this Stipulation and
the determination of all  controversies  relating  thereto,  including  disputed
questions  of law and fact with  respect to the  validity  of  claims,  shall be
subject to the jurisdiction of the Court.

              19. The Net  Settlement  Fund shall be  distributed  to Authorized
Claimants by the Claims  Administrator  only after the Effective Date and after:
(i) all Claims have been  processed,

                                      -13-
<PAGE>

and all Claimants whose Claims have been rejected or disallowed,  in whole or in
part,  have been notified and provided the  opportunity  to be heard  concerning
such rejection or disallowance; (ii) all objections with respect to all rejected
or disallowed  claims have been resolved by the Court, and all appeals therefrom
have been  resolved or the time  therefor  has  expired;  (iii) all matters with
respect to attorneys' fees, costs, and  disbursements  have been resolved by the
Court,  all  appeals  therefrom  have been  resolved  or the time  therefor  has
expired; and (iv) all costs of administration have been paid.

                     PRELIMINARY APPROVAL ORDER AND HEARING

              20. On or before  November 1, 2002, the parties shall apply to the
Court  for entry of a  Preliminary  Approval  Order.  The  Preliminary  Approval
Hearing is  scheduled  for  November  12, 2002 at 10 a.m.  before the  Honorable
Vaughn R. Walker.
                            ORDER AND FINAL JUDGMENT

              21. If the Settlement contemplated by this Stipulation is approved
by the Court,  counsel for the  parties  shall  request  that the Court enter an
Order and Final Judgment dismissing this Action with prejudice.

               EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATION

              22. The Effective  Date of  Settlement  shall be the date when all
the following events listed in subsections (a) through (c) shall have occurred:

                   (a) entry of the  Preliminary  Approval Order in all material
respects consistent with this Stipulation;

                   (b) approval by the Court of the Settlement, following notice
to the Class and a hearing,  as  prescribed  by Rule 23 of the Federal  Rules of
Civil Procedure; and

                   (c)  entry  by the  Court  of an Order  and  Final  Judgment,
consistent with this Stipulation in all material respects, and the expiration of
any time for  appeal  or review of such  Order  and Final  Judgment,  or, if any
appeal is filed and not dismissed, after such Order and Final Judgment is upheld
on appeal in all  material  respects  and is no longer  subject  to review  upon
appeal or review by writ of  certiorari,  or, in the event that the Court enters
an order and final judgment in form other than that provided above ("Alternative
Judgment") and none of the

                                      -14-
<PAGE>

parties  hereto  elect  to  terminate  this  Settlement,   the  date  that  such
Alternative Judgment becomes final and no longer subject to appeal or review;

              Provided,  however,  that if a bankruptcy  petition is filed by or
against Cylink before  occurrence of all events in Paragraph 22 subsections  (a)
through (c), then the Effective  Date shall not be deemed to have occurred until
the additional  occurrence of the Bankruptcy  Court's approval of the Settlement
or determination that its approval is not necessary.

              23.  Defendants'  Counsel or  Plaintiff's  Counsel  shall have the
right to terminate the  Settlement  and this  Stipulation  by providing  written
notice of their  election to do so  ("Termination  Notice") to all other parties
hereto  within  thirty  (30) days of:  (a) the  Court's  declining  to enter the
Preliminary  Approval Order in any material respect;  (b) the Court's refusal to
approve this  Stipulation or any material part of it; (c) the Court's  declining
to enter the Order and Final Judgment in any material respect;  (d) in the event
of a bankruptcy  petition  necessitating  an  application  for approval from the
Bankruptcy  Court pursuant to Paragraph 4, the Bankruptcy  Court's  declining to
approve the  Settlement in any material  respect,  unless the  Bankruptcy  Court
determines its approval to be unnecessary; (e) the date upon which the Order and
Final  Judgment is modified or reversed in any material  respect by the Court of
Appeals or the Supreme Court; or (f) the date upon which an Alternative Judgment
is modified or reversed in any  material  respect by the Court of Appeals or the
Supreme Court.

              24.  Except  as  otherwise  provided  herein,  in  the  event  the
Settlement is terminated or fails to become  effective for any reason,  then the
parties to this Stipulation shall be deemed to have reverted to their respective
status in the Action as of October 15, 2002 and,  except as otherwise  expressly
provided,  the parties shall proceed in all respects as if this  Stipulation and
any  related  orders had not been  entered,  and any  portion of the  Settlement
Amount previously paid by Defendants, together with any interest earned thereon,
less any Taxes due with respect to such income, and less costs of administration
and notice  actually  incurred and paid or payable from the  Settlement  Amount,
shall be returned to the persons paying the same.

                                      -15-

<PAGE>

                           NO ADMISSION OF WRONGDOING

              25.  This  Stipulation,   whether  or  not  consummated,  and  any
proceedings taken pursuant to it:

                   (a) shall not be offered or received  against the  Defendants
as evidence  of or  construed  as or deemed to be  evidence of any  presumption,
concession,  or admission by any of the Defendants  with respect to the truth of
any fact  alleged by  Plaintiff  or the  validity  of any claim that had been or
could have been asserted in the Action or in any  litigation,  or the deficiency
of any defense that has been or could have been asserted in the Action or in any
litigation,  or of  any  liability,  negligence,  fault,  or  wrongdoing  of the
Defendants;

                   (b) shall not be offered or received  against the  Defendants
as  evidence  of  a   presumption,   concession   or  admission  of  any  fault,
misrepresentation  or omission with respect to any statement or written document
approved or made by any  Defendant,  or against the  Plaintiff  and the Class as
evidence of any infirmity in the claims of Plaintiff and the Class;

                   (c) shall not be offered or received  against the  Defendants
or against the Plaintiff or the Class as evidence of a  presumption,  concession
or admission with respect to any liability,  negligence, fault or wrongdoing, or
in any way  referred  to for any other  reason as against  any of the parties to
this  Stipulation,  in any other  civil,  criminal or  administrative  action or
proceeding,  other than such  proceedings  as may be necessary to effectuate the
provisions of this Stipulation;  provided,  however, that if this Stipulation is
approved by the Court,  Defendants  may refer to it to effectuate  the liability
protection granted them hereunder;

                   (d) shall not be  construed  against  the  Defendants  or the
Plaintiff and the Class as an admission or concession that the  consideration to
be given  hereunder  represents  the  amount  which  could be or would have been
recovered after trial; and

                   (e) shall not be  construed  as or received in evidence as an
admission,  concession or presumption  against  Plaintiff or the Class or any of
them that any of their  claims are  without  merit or that  damages  recoverable
under the Complaint would not have exceeded the Settlement Fund.

                                      -16-

<PAGE>


                            MISCELLANEOUS PROVISIONS

              26. The parties to this Stipulation  intend the Settlement to be a
final  and  complete  resolution  of all  disputes  asserted  or which  could be
asserted by the Class Members  against the Released  Parties with respect to the
Settled Claims. Accordingly, Plaintiff and Defendants agree not to assert in any
forum that the  litigation was brought by Plaintiff or defended by Defendants in
bad faith or without a  reasonable  basis.  The parties  hereto  shall assert no
claims  of any  violation  of Rule 11 of the  Federal  Rules of Civil  Procedure
relating to the prosecution,  defense,  or settlement of the Action. The parties
agree that the amount paid and the other terms of the Settlement were negotiated
at arm's length in good faith by the parties,  and reflect a settlement that was
reached voluntarily after consultation with experienced legal counsel.

              27. This  Stipulation may not be modified or amended,  nor may any
of its  provisions be waived except by a writing signed by all parties hereto or
their successors-in-interest.

              28. The  headings  herein are used for the purpose of  convenience
only and are not meant to have legal effect.

              29. The  administration  and  consummation  of the  Settlement  as
embodied in this  Stipulation  shall be under the authority of the Court and the
Court shall retain jurisdiction for the purpose of entering orders providing for
awards of attorneys' fees and expenses to Plaintiff's  Counsel and enforcing the
terms of this Stipulation.

              30. The waiver by one party of any breach of this  Stipulation  by
any other party  shall not be deemed a waiver of any other  prior or  subsequent
breach of this Stipulation.

              31. This  Stipulation  constitutes the entire  agreement among the
parties hereto concerning the Settlement of the Action, and no  representations,
warranties,  or inducements  have been made by any party hereto  concerning this
Stipulation other than those contained herein.

              32. This Stipulation may be executed in one or more  counterparts.
All  executed  counterparts  and each of them  shall be deemed to be one and the
same instrument  provided that counsel for the parties to this Stipulation shall
exchange among themselves original signed counterparts.

                                      -17-
<PAGE>

              33.  This  Stipulation  shall be  binding  upon,  and inure to the
benefit of, the successors and assigns of the parties hereto.

              34. All parties  acknowledge that this  Stipulation  constitutes a
substantially contemporaneous exchange of consideration for new (and essentially
equivalent) value given.

              35.  The  construction,   interpretation,  operation,  effect  and
validity of this  Stipulation,  and all documents  necessary to  effectuate  it,
shall be governed by the internal laws of the State of California without regard
to  conflicts  of laws,  except to the extent  that  federal law  requires  that
federal law governs.

              36. This Stipulation  shall not be construed more strictly against
one party than another  merely by virtue of the fact that it, or any part of it,
may have been  prepared by counsel for one of the parties,  it being  recognized
that it is the result of arm's-length  negotiations  between the parties and all
parties have contributed substantially and materially to the preparation of this
Stipulation.

              37. All counsel and any other person  executing this  Stipulation,
or any related  settlement  documents,  warrant and represent that they have the
full  authority to do so and that they have the  authority  to take  appropriate
action  required  or  permitted  to be  taken  pursuant  to the  Stipulation  to
effectuate its terms.

              38. Plaintiff's Counsel and Defendants' Counsel agree to cooperate
fully with one another in seeking  Court  approval of the  Preliminary  Approval
Order,  the  Stipulation  and the  Settlement,  and to  promptly  agree upon and
execute all such other  documentation  as may be  reasonably  required to obtain
final approval by the Court of the Settlement.



Dated:  October ___, 2002                  WILSON SONSINI GOODRICH & ROSATI
                                           Professional Corporation



                                           By:
                                               ---------------------------------
                                                    Leo P. Cunningham

                                           Attorneys for Defendants
                                           CYLINK CORPORATION AND FERNAND SARRAT

                                      -18-
<PAGE>

Dated:  October ___, 2002                  INNELLI AND MOLDER
                                           Attorneys at Law



                                           By:
                                               ---------------------------------
                                                      John F. Innelli

                                           Attorneys for Plaintiff


Dated:  October ___, 2002                  BERGESON & ELIOPOLOUS LLP



                                           By:
                                               ---------------------------------
                                                     Daniel J. Bergeson

                                           Attorneys for Defendant
                                           THOMAS L. BUTLER


Dated:  October ___, 2002                  BRYANT CLOHAN & BARUH LLP



                                           By:
                                               ---------------------------------
                                                       Robert Maines

                                           Attorneys for Defendant
                                           JOHN H. DAWS


                                      -19-