Declaration of Kimberly Cornell Epstein in Support of Moving Plaintiffs' Reply to Defendants' Response to Motions for Appointment of Lead Plaintiff and Lead Counsel


MILBERG WEISS BERSHAD
HYNES & LERACH LLP
ALAN SCHULMAN (128661)
JAMES A. CAPUTO (120485)
TOR GRONBORG (179109)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058
- and -
KIMBERLY C. EPSTEIN (169012)
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545


Attorneys for Plaintiffs


[Additional counsel appear on signature page.]




UNITED STATES DISTRICT COURT



NORTHERN DISTRICT OF CALIFORNIA



SAN JOSE DIVISION





WALTER W. HEAD, III, et al., On Behalf of Themselves and All Others Similarly Situated,


Plaintiffs,
vs.


NETMANAGE, INC., et al.,


Defendants.
___________________________________
)))))))))))
No. C-97-20061-JW


CLASS ACTION











DECLARATION OF KIMBERLY CORNELL EPSTEIN IN SUPPORT OF MOVING

PLAINTIFFS' REPLY TO DEFENDANTS' RESPONSE TO MOTIONS FOR

APPOINTMENT OF LEAD PLAINTIFF AND LEAD COUNSEL






I, KIMBERLY CORNELL EPSTEIN declare as follows:

1. I am an associate of the law firm of Milberg Weiss Bershad Hynes & Lerach LLP, attorneys of record for the Moving Plaintiffs Walter W. Head, III, Gregory Selmanson, Dominic Castaldo, Leila Waldman and John Velonis, Jr. I make this declaration in support of Moving Plaintiffs' Reply to Defendants' Response to Motions for Appointment of Lead Plaintiff and Lead Counsel. I have personal knowledge of the facts set forth herein and if called to testify in this matter, I could and would testify competently thereto.

2. Attached as exhibits to this declaration are true and correct copies of the following documents:

Exhibit 1: Slip opinion in In re Diamond Multimedia Systems, Inc. Sec. Litig., No. C962644SBA (N.D. Cal. Jan. 13, 1997)

Exhibit 2: H.R. 10, 104th Congress, First Sess. §202(a) (committee print, Feb. 14, 1995)

Exhibit 3: S. 240, 104th Congress, First Sess. §102(b)(2) (reported by Senate Banking Committee, June 19, 1995; 101 Cong. Rec. H. 13694 (Daily Ad. Nov. 28, 1995)

Exhibit 4: Defendants' Response to Plaintiffs' Motions for Appointment of Lead Plaintiffs and Co-Lead Counsel and for Consolidation in Woodward, et al. v. Bradley, et al., Case No. C-96-1345-CAL (N.D. Cal. Jun. 25, 1996)

Exhibit 5: Order Appointment Lead Plaintiffs Pursuant To §21D(a)(3)(B) of Securities Exchange Act of 1934 and for Appointment of Lead Plaintiffs' Co-Lead Counsel in Woodward, et al. v. Bradley, et al., Case No. C-96-1345-CAL (N.D. Cal. Jul, 22, 1996)

Exhibit 6: Memorandum of Points and Authorities in Support of Motion to Stay Discovery in Head, et al. v. Netmanage, Inc., et al., Case No. CV-76-3295 (Cal. Sup. Ct., Mar. 24, 1997)

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. If called as a witness, I could and would competently testify thereto. Executed this 31st day of March 1997, at San Francisco, California.

___________________________________

KIMBERLY CORNELL EPSTEIN

NETMANAG\PJ00044.DEC

DECLARATION OF SERVICE BY MAIL

Head, et al. v. Netmanage, Inc., et al.

USDC ND Cal. Case No. C-97-20061-JW


I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of the County of San Francisco, over the age of 18 years, and not a party to or interested in the within action; that declarant's business address is 222 Kearny Street, 10th Floor, San Francisco, California 94108.

2. That on March 31, 1997, declarant served the DECLARATION OF KIMBERLY CORNELL EPSTEIN IN SUPPORT OF MOVING PLAINTIFFS' REPLY TO DEFENDANTS' RESPONSE TO MOTIONS FOR APPOINTMENT OF LEAD PLAINTIFF AND LEAD COUNSEL by depositing a true copy thereof in a United States mailbox at San Francisco, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List.

3. That there is a regular communication by mail between the place of mailing and the places so addressed.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 31st day of March, 1997, at San Francisco, California.

______________________________

PAMELA JACKSON

8 July 1997