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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

     This Settlement Agreement and Mutual Release ("Agreement") is entered 
into by and between SYNC RESEARCH, INC., a Delaware corporation (the 
"Company"), and Douglas Antaya ("Employee").

     WHEREAS, Employee has been employed by the Company;

     WHEREAS, the Company and Employee have entered into an agreement 
regarding confidential information and ownership of inventions (the "Employee 
Agreement");

     WHEREAS, the Company and Employee have mutually agreed to terminate the 
employment relationship and to release each other from any claims arising 
from or related to the employment relationship;

     NOW, THEREFORE, in consideration of the mutual promises made herein, the 
Company and Employee (collectively referred to as the "Parties") hereby agree 
as follows:

     1.   RESIGNATION AND TERMINATION.  The Company and Employee acknowledge 
and agree that Employee will resign as Vice President Product Marketing & 
Management and as an Officer of the Company effective February 4, 1999 (the 
"Resignation Date").  The Company agrees to retain Employee as an employee, 
and Employee agrees to serve as an employee, until the earlier of August 4, 
1999 or such time as Employee commences other employment (the "Termination 
Date").  As part of such employment, Employee agrees to perform, from time to 
time, such projects as may be reasonably requested by the President and CEO 
of the Company.  For purposes of this Agreement, "other employment" is 
defined as any employment exceeding 20 hours per week.  The parties 
acknowledge that the Company has paid Employee's regular salary through the 
date of this Agreement in accordance with the Company's normal payroll 
practices, has paid Employee any accrued vacation pay and has reimbursed all 
expenses appropriately incurred by Employee on the Company's behalf.  Any 
payments made under this Agreement shall be subject to withholding for taxes 
to the extent required under applicable law.  Following the date of this 
Agreement, Employee shall not be entitled to any other employee benefits, 
including vacation, except as expressly set forth above and in Section 5 
below.

                                        
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     2.   CONSIDERATION.  In consideration for the release of claims set 
forth below and other obligations under this Agreement, the Company agrees to 
pay Employee $10,833.34 (less applicable tax withholding) each month through 
the Termination Date, in accordance with the Company's normal payroll 
practices.

     3.   STOCK OPTIONS.  In consideration of the Employee's willingness to 
avail himself to the Company through the Termination Date, vesting of 
Employee's options to purchase shares of Common Stock granted to Employee 
under the Company's Stock Option Plan that have not been exercised as of the 
date of this Agreement, shall continue through Termination Date.  No 
additional option shares shall vest after such date.  In accordance with the 
terms of the Option Agreement(s) issued to Employee, vested options will be 
exercisable until 60 days after the Termination Date.

     4.   TERMINATION OF CHANGE OF CONTROL AGREEMENT.  Effective with the 
Resignation Date, the Amended and Restated Change of Control Severance 
Agreement between the Company and Employee is hereby terminated.

     5.   BENEFITS.

          (a)  Employee shall continue to receive the Company's standard 
medical, dental and life insurance benefits through the Termination Date.  
After such date, Employee shall have the right to continue, at his own 
expense, coverage under the Company's health insurance as provided by the 
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA").

          (b)  Employee shall be entitled to participate in the Company's 
401(k) Plan and Section 125 Plan until the Termination Date.

          (c)  Employee shall not continue to accrue vacation after the 
Resignation Date.

     6.   NONCOMPETITION.  Through the Termination Date, Employee will not,
individually or as an employee, partner, officer, director or shareholder or in
any other capacity whatsoever of or for any person, firm, partnership, company
or corporation, other than the Company or its subsidiaries, own, manage,
operate, sell, control or participate in the ownership, management, operation,
sales or control of any business engaged, in the geographical areas referred to
below, in research, development, marketing, sales or other activities
substantially similar to or competitive with the business of the Company.  The
geographical areas in which the restrictions provided for in the foregoing
sentence apply include all cities, counties and states of the United States and
all other countries in which the Company has engaged in sales or otherwise
conducted business or selling efforts at any time.  For a period extending until
one year following the Termination Date, Employee will not, directly or
indirectly, recruit, attempt to hire, solicit, assist others in recruiting or
hiring, or refer to others  concerning employment, any person who is an employee
of the Company or any of its subsidiaries or induce or attempt to induce any
such 

                                        
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employee to terminate such employee's employment with the Company or any of 
its subsidiaries.

     7.   NO OTHER PAYMENTS DUE.  Employee acknowledges and agrees that he 
has received all salary, accrued vacation, commissions, bonuses, 
compensation, shares of stock, options therefor and other such sums due to 
Employee, other than amounts to be paid pursuant to Sections 2, 3 and 5 of 
this Agreement.  In light of the payment by the Company of all wages due, or 
to become due to the Employee, the Parties further acknowledge and agree that 
California Labor Code Section 206.5 is not applicable to the Parties hereto.  
That section provides in pertinent part as follows:

          No employer shall require the execution of any release of any claim or
          right on account of wages due, or to become due, or made as an advance
          on wages to be earned, unless payment of such wages has been made.

     8.   RELEASE OF CLAIMS.  Employee agrees that the foregoing 
consideration represents settlement in full of all outstanding obligations 
owed to Employee by the Company.  Employee and the Company, on behalf of 
themselves, and their respective heirs, executors, officers, directors, 
employees, investors, shareholders, administrators, predecessor and successor 
corporations and assigns, hereby fully and forever release each other and 
their respective heirs, executors, officers, directors, employees, investors, 
shareholders, administrators, predecessor and successor corporations and 
assigns from any claim duty, obligation or cause of action relating to any 
matters of any kind, whether known or unknown, suspected or unsuspected, that 
either of them may possess arising from any omissions, acts or facts that 
have occurred up until and including the Effective Date of this Agreement 
including, without limitation:

          (a)  any and all claims relating to or arising from Employee's 
employment relationship with the Company and termination of that relationship;

          (b)  any and all claims relating to, or arising from, Employee's 
right to purchase, or actual purchase of shares of stock of the Company;

          (c)  any and all claims for wrongful discharge of employment; 
breach of contract, both express and implied; breach of a covenant of good 
faith and fair dealing, both express and implied; negligent or intentional 
infliction of emotional distress; negligent or intentional misrepresentation; 
negligent or intentional interference with contract or prospective economic 
advantage; and defamation;

          (d)  any and all claims for violation of any federal, state or 
municipal statute, including, but not limited to, Title VII of the Civil 
Rights Act of 1964, the Age Discrimination in Employment Act of 1967, and the 
California Fair Employment and Housing Act.

          (e)  any and all claims arising out of any other laws and 
regulations relating to employment or employment discrimination; and

                                        
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          (f)  any and all claims for attorney's fees and costs.

The Company and Employee agree that the release set forth in the section 
shall be and remain in effect in all respects as a complete and general 
release as to the matters released.  This release does not extend to any 
obligations incurred under this Agreement.

     9.   ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA.  Employee 
acknowledges that he is waiving and releasing any rights he may have under 
the Age Discrimination in Employment Act of 1967 ("ADEA") and that the waiver 
and release is knowing and voluntary.  Employee and the Company agree that 
the waiver and release does not apply to any rights or claims that may arise 
under ADEA after the Effective Date of this Agreement.  Employee acknowledges 
that the consideration given for this waiver and release Agreement is in 
addition to anything of value to which Employee was already entitled.  
Employee further acknowledges that he has been advised by the writing that 
(a) he should consult with an attorney PRIOR to executing this Agreement; (b) 
he has at least twenty-one (21) days within which to consider this Agreement; 
(c) he has a least seven (7) days following the execution of this Agreement 
by the parties to revoke this Agreement; and (d) this Agreement shall not be 
effective until the revocation period has expired.

     10.  CIVIL CODE SECTION 1542.  The parties represent that they are not 
aware of any claim by either of them other than the claims that are released 
by this Agreement.  Employee and the Company acknowledge that they are 
familiar with the provisions of California Civil Code Section 1542 which 
provides 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 EXECUTING THE
          RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
          SETTLEMENT WITH THE DEBTOR.

     Employee and the Company, being aware of such code section, agree to 
waive any rights they may have thereunder, as well as under any other stature 
or common law principles of similar effect.

     11.  TAX CONSEQUENCES.  The Company makes no representations or 
warranties with respect to the tax consequences of the payment of any such 
sums to Employee under the terms of this Agreement.  Employee agrees and 
understands that he is responsible for payment, if any, of local, state 
and/or federal taxes on the sums paid hereunder by the Company and any 
penalties or assessments thereon. Employee further agrees to indemnify and 
hold the Company harmless from any claims, demands, deficiencies, penalties, 
assessments, executions, judgments, or recoveries by any government agency 
against the Company for any amounts claimed due on account of Employee's 
failure to pay federal or state taxes or damages sustained by the Company by 
reason of any such claims, including reasonable attorney's fees.

                                        
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     12.  CONFIDENTIALITY.  The parties agree to use their best efforts to 
maintain in confidence the existence of this Agreement, the contents and 
terms of this Agreement, and the consideration for this Agreement.  
Notwithstanding the foregoing, the Employee shall be permitted to discuss 
provisions of this Agreement in confidence with his attorneys, accountants, 
tax advisors and spouse.

     13.  NONDISCLOSURE OF CONFIDENTIAL AND PROPRIETARY INFORMATION.  
Employee shall continue to maintain the confidentiality of all confidential 
and propriety information of the Company as provided by the Employee 
Agreement previously entered into between the Company and the Employee, a 
copy of which is attached hereto as Exhibit A.  Employee agrees that at all 
times hereafter, Employee shall not intentionally divulge, furnish or make 
available to any party any of the trade secrets, patents, patent 
applications, price decisions or determinations, inventions, customers, 
proprietary information or other intellectual property rights of the Company, 
until after such time as information has become publicly known otherwise than 
by act of collusion of Employee.  Employee further agrees that he will return 
all the Company's property and confidential and proprietary information in 
his possession to the Company within five business days after the Resignation 
Date.

     14.  BREACH OF THIS AGREEMENT.  Employee acknowledges that upon breach 
of the confidential and proprietary information provision contained in 
Section 13 of this Agreement, the Company would sustain irreparable harm from 
such breach, and, therefore, Employee agrees that in addition to any other 
remedies which the Company may have for any breach of this Agreement or 
otherwise, including termination of the Company's obligations to provide 
benefits to Employee as described in Sections 2, 3 and 5 of this Agreement, 
the Company shall be entitled to obtain equitable relief, including specific 
performance and injunctions, restraining Employee from committing or 
continuing any such violation of this Agreement.

     15.  NON-DISPARAGEMENT.  Each party agrees to refrain from any 
disparagement, criticism, defamation, slander of the other, or tortious 
interference with the contracts and relationships of the other.

     16.  AUTHORITY.  The Company represents and warrants that the 
undersigned has the authority to act on behalf of the Company and to bind the 
Company and all who may claim through it to the terms and conditions of this 
Agreement. Employee represents and warrants that he has the capacity to act 
on his own behalf and on behalf of all who might claim through him to bind 
them to the terms and conditions of this Agreement.  Each Party warrants and 
represents that there are no liens or claims of lien or assignments in law or 
equity or otherwise of or against any of the claims or causes of action 
released herein.

     17.  NO REPRESENTATIONS.  Each party represents that it has carefully 
read and understands the scope and effect of the provisions of this 
Agreement. Neither party has relied upon any representations or statements 
made by the other party which are not specifically set forth in this 
Agreement.

                                        
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     18.  COSTS.  The Parties shall each beach their own costs, attorneys' 
fees and other fees incurred in connection with this Agreement.

     19.  SEVERABILITY.  In the event that any provision hereof becomes or is 
declared by a court of competent jurisdiction to be illegal, unenforceable or 
void, this Agreement shall continue in full force and effect without said 
provision.

     20.  ENTIRE AGREEMENT.  This Agreement represents the entire agreement 
and understanding between the Company and Employee concerning Employee's 
separation from the Company and supersedes and replaces any and all prior 
agreements and understandings concerning Employee's relationship with the 
Company and his compensation by the Company (including the employment 
agreement between the company and employee dated June 27, 1996) other than 
any option agreement as described in Section 3 and other than the Employee 
Agreement as described in Section 12.

     21.  NO ORAL MODIFICATION.  This Agreement may only be amended in 
writing signed by Employee and the Company.

     22.  GOVERNING LAW.  This Agreement shall be governed by the laws of the 
State of California.

     23.  EFFECTIVE DATE.  This Agreement shall be effective once it has been 
signed by both parties and such date is referred to herein as the "Effective 
Date".

     24.  COUNTERPARTS.  This Agreement may be executed in counterparts, and 
each counterpart shall have the same force and effect as an original and 
shall constitute an effective binding agreement on the part of each of the 
undersigned.

     25.  ASSIGNMENT.  This Agreement may not be assigned by Employee or the 
Company without the prior consent of the other party.  Notwithstanding the 
foregoing, this Agreement may be assigned by the Company to a corporation 
controlling, controlled by or under common control with the Company without 
the consent of Employee.

     26.  VOLUNTARY EXECUTION OF AGREEMENT.  This Agreement is executed 
voluntarily and without any duress or undue influence on the part or behalf 
of the parties hereto, with the full intent of releasing all claims.  The 
parties acknowledge that:

          (a)  They have read this Agreement;

          (b)  They have been represented in the preparation, negotiation and 
execution of this Agreement by legal counsel of their own choice or that they 
have voluntarily declined to seek such counsel;

                                        
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          (c)  They understand the terms and consequences of this Agreement 
and of the releases it contains; and

          (d)  They are fully aware of the legal and binding effect of this 
Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the 
respective dates set forth below.

                              SYNC RESEARCH, INC.


                              By:   /s/ Richard N. Thunen
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                              Title: Vice. President Engineering
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                              Dated:  February 3, 1999
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                              EMPLOYEE

                                 /s/ Douglas M. Antaya
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                                 Signature

                                 Douglas M. Antaya
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                                 Print Name

                              Dated: February 3, 1999
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