STEVEN M. SCHATZ, State Bar # 118356
TIMOTHY T. SCOTT, State Bar # 126971
DANIEL W. TURBOW, State Bar # 175015
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (415) 493-9300

Attorneys for Defendants
VINITA GUPTA, DANIEL L. PALMER,
TIMOTHY K. MONTGOMERY, STANLEY E.
KAZMIERCZAK, TONI BELLIN, BENJAMIN W.
BERRY, MOREY R. SCHAPIRA, GREGORY M. AVIS,
CHARLES R. MOORE and DIGITAL LINK CORPORATION

Defendants Digital Link Corporation ("Digital Link"), Vinita Gupta, Daniel L. Palmer, Timothy K. Montgomery, Stanley E. Kazmierczak, Toni Bellin, Benjamin W. Berry, Morey R. Schapira, Gregory M. Avis and Charles R. Moore, (collectively the "Digital Link defendants"), hereby request that this Court take judicial notice of the documents specified herein under Fed. R. Evid. 201. This Request for Judicial Notice is submitted in support of defendants' Motion to Dismiss Plaintiff's First Amended Complaint, filed concurrently herewith.

This Court may take judicial notice of Digital Link's filings with the United States Securities and Exchange Commission ("SEC"). "'[W]hen passing on a motion attacking the legal efficacy of the plaintiff's statement of his claim, the court may properly look beyond the complaint only to items in the record of the case or to matters of general public record.'" Emrich v. Touche Ross & Co., 846 F.2d 1190, 1198 (9th Cir. 1988) (emphasis added); MGIC Indem. Corp. v. Weisman, 803 F.2d 500, 504 (9th Cir. 1986) (on motion to dismiss court may take judicial notice of public records outside pleading). It is indisputable that Digital Link's filings with the SEC are "matters of public record." 17 C.F.R. § 240.0-3; In re Silicon Graphics, Inc. Sec. Litig., 970 F.Supp. 746, 758 (N.D.Cal. 1997) (taking judicial notice of SEC Forms 3 and 4 on motion to dismiss); Kramer v. Time Warner Inc., 937 F.2d 767, 769-770 (2d Cir. 1991) ("We hold that a district court may consider relevant documents required by the securities laws to be filed with the [SEC] in determining a motion to dismiss a complaint alleging material misrepresentations and omissions in such documents."). All of the documents of which the defendants request this Court take judicial notice are filings of Digital Link and the individual defendants with the SEC.

Moreover, because plaintiff's allegations are based in part on the SEC Forms 3 and 4, any objection by plaintiff to taking judicial notice of these documents at this stage is "disingenuous because plaintiff[] rel[ies] on the information contained in these filings in pleading [his] allegations." SGI II, 970 F. Supp at 758. Moreover, plaintiff's allegations that purport to detail defendants' stock sales during the class period are "derived from information contained in these filings." Id.

Alternatively, the Court may consider the SEC Forms 3 and 4 because these documents are incorporated by reference into the Complaint; plaintiff's insider trading allegation "can be derived only from [these] publicly-filed documents." Id.; see also, e.g., Branch v. Tunnell, 14 F.3d 449, 454 (9th Cir.) ("[D]ocuments whose contents are alleged in a complaint and whose authenticity no party questions, but which are not physically attached to the pleading, may be considered in ruling on a Rule 12(b)(6) motion to dismiss."), cert. denied, 114 S. Ct. 2704 (1994).

WHEREFORE, the defendants hereby request that this Court take judicial notice of the following documents attached as exhibits to the Declaration of Daniel W. Turbow in Support of Defendants' Motion to Dismiss Plaintiff's First Amended Complaint, filed concurrently herewith:

Exhibit B:	Digital Link's report on Form 10-Q for the quarter ended June 30, 1995;
Exhibit D:	Digital Link's report on Form 10-Q for the quarter ended September 30, 1995;
Exhibit E:	Digital Link's report on Form 10-Q for the quarter ended September 30, 1994;
Exhibit F:	Digital Link's report on Form 10-K for the fiscal year ended December 31, 1994;
Exhibit G:	Digital Link's report on Form 10-Q for the quarter ended March 31, 1995;
Exhibit L:	Forms 3 and 4 for Gregory M. Avis for the time period of January 1994-October 1994.
Exhibit M:	Forms 3 and 4 for Toni M. Bellin for the time period of January 1994-November 1995.
Exhibit N:	Forms 4 for Benjamin W. Berry for the time period of January 1994-May 1995.
Exhibit O:	Forms 3 and 4 for Vinita Gupta for the time period of January 1994-October 1995.
Exhibit P:	Forms 3 and 4 for Stanley E. Kazmierczak for the time period of January 1994-November 1995.
Exhibit Q:	Forms 3 and 4 for Timothy K. Montgomery for the time period of January 1994-August 1995.
Exhibit R:	Forms 3 and 4 for Charles R. Moore for the time period of January 1994-November 1995.
Exhibit S:	Forms 3 and 4 for Daniel L. Palmer for the time period of January 1994-November 1995.
Exhibit T:	Forms 3 and 4 for Morey R. Schapira for the time period of August 1994-August 1995.