BRUCE G. VANYO, State Bar # 060134
JEROME F. BIRN, JR., State Bar # 128561
IGNACIO E. SALCEDA, State Bar # 164017
TRACY L. TOSH, State Bar #184666
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (415) 493-9300

Attorneys for Defendants
NETMANAGE, INC., ZVI ALON, WALTER
AMARAL, UZIA GALIL, JOHN BOSCH
and ROBERT WILLIAMS


UNITED STATES DISTRICT COURT

NOTTHERN DISTRICT OF CALIFORNIA


WALTER W. HEAD, III, GREGORY
SELMANSON, DOMINIC CASTALDO,
LEILA WALDMAN and JOHN VELONIS,
JR., On Behalf of Themselves and All Others
Similarly Situated,

          Plaintiffs,

     v.

NETMANAGE, INC., ZVI ALON, WALTER
AMARAL, UZIA GALIL, JOHN BOSCH,
AMATZIA BEN-ARTZI, ROBERT
WILLIAMS, RICHARD KORETZ and DAN
GEISLER,



          Defendants.

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 CASE NO.: C-97-20061-JW


DECLARATION OF
TRACY L. TOSH IN
SUPPORT OF DEFENDANTS
MOTION TO PRESERVE THE
MANDATORY DISCOVERY
STAY OF THE PRIVATE
SECURITIES LITIGATION
REFORM ACT OF 1995




Date: September 8, 1997
Time: 9:00 a.m.
Before: The Hon. James Ware


I, Tracy L. Tosh, declare as follows:

1. I am associated with the firm of Wilson Sonsini Goodrich & Rosati, counsel of record for defendants NetManage, Inc., Zvi Alon, Walter Amaral, Uzia Galil, John Bosch, Amatzia Ben-Artzi, Robert Williams, Richard Koretz and Dan Geisler. I make this Declaration in support of these defendants' demurrer to the complaint, set to be heard by this Court on September 8, 1997. I have personal knowledge of the facts set forth herein, and if called to testify, could and would testify competently thereto.

2. Attached hereto as Exhibit A is a true and correct copy of the House of Representatives Conference Report No. 104-369 (1995).

3. Attached hereto as Exhibit B is a true and correct copy of the Complaint in Head v. NetManage, No. CV763295, dated January 9, 1997.

4. Attached hereto as Exhibit C is a true and correct copy of the First Amended Complaint in Head v. NetManage, No. CV763295, dated April 3, 1997.

5. Attached hereto as Exhibit D is a true and correct copy of Plaintiffs' First Set of Requests for Production of Documents to Defendants, dated May 27, 1997.

6. Attached hereto as Exhibit E is a true and correct copy of the Plaintiffs' First Set of Interrogatories directed to Defendant NetManage, Inc., dated June 2, 1997.

7. Attached hereto as Exhibit F is a true and correct copy of Plaintiffs' Notice of Deposition of Person (s) at NetManage, Inc. Most Qualified Regarding Revenue Recognition, Communication with Arthur Andersen and Return and Refund Policies, dated May 27, 1997.

8. Attached hereto as Exhibit G is a true and correct copy of Plaintiffs' Notice of Deposition of Person (s) Most Qualified re: (1) NetManage's Communications with Shareholders, Investors and Securities analysts; (2) NetManage's Review and/or Approval of research Reports; and (3) The Preparation, Approval and Filing of NetManage's SEC Filings and Press Releases, dated July 18, 1997.

9. Attached hereto as Exhibit H is a true and correct copy of a subpoena for the production of documents served on Arthur Andersen, L.L.P. in this action, dated February 19, 1997.

10. Attached hereto as Exhibit I is a true and correct copy of a subpoena for the production of documents served on Ingram Micro, Inc. in this action, dated February 19, 1997.

11. Attached hereto as Exhibit J is a true and correct copy of a subpoena for the production of documents served on Merisel, Inc. in this action, dated Fetruary 19, 1997.

12. Attached hereto as Exhibit K is a true and correct copy of a subpoena for the production of documents served on Tech Data Corporation in this action, dated February 19, 1997.

13. Attached hereto as Exhibit L is a true and correct copy of a subpoena for the production of documents served on Microsoft Corporation in this action, dated June 2, 1997.

14. Attached hereto as Exhibit M is a true and correct copy of Plaintiffs' Memorandum of Points and Authorities in Opposition to Defendants' Motion to Dismiss Plaintiffs' Second Amended Consolidated Complaint in In re IMP, Inc. Sec. Litig., No. C-96-20826-SW, dated July 16, 1997.

15. Attached hereto as Exhibit N is a true and correct copy of the Order in Head v. NetManage, Inc., No. CV763295, dated May 30,1997.

16. Attached hereto as Exhibit O is a true and correct copy of the court's opinion in Kane v. Madge Networks, No. C96-20652 RMW PVT (N.D. Cal., Jan. 13, 1997).

17. Attached hereto as Exhibit P is a true and correct copy of the Transcript of Proceedings re Plaintiffs' Motion for Appointment of Lead Plaintiff and Appointment of Lead Plaintiffs' Counsel in Head v. NetManage, No. C-97-20061-JW, dated May 12, 1997.

18. Attached hereto as Exhibit Q is a true and correct copy of a letter from Jerome F. Birn, Jr. to Alan Schulman and Susan Gonick dated March 3, 1997.

19. Attached hereto as Exhibit R is a true and correct copy of a letter from Jerome F. Birn, Jr. to Travis E. Downs dated July 21, 1997.

20. Attached hereto as Exhibit S is a true and correct copy of a letter from Ignacio E. Salceda to Travis E. Downs dated July 7, 1997.

21. Attached hereto as Exhibit T is a true and correct copy of a letter from Alan Schulman to Jerome F. Birn, Jr. dated March 6, 1997.

22. Attached hereto as Exhibit U is a true and correct copy of a letter from Travis E. Downs to Jerome F. Birn dated June 10, 1997.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct to the best of my information and belief. This declaration is executed on August 11, 1997 at Palo Alto, California.


/s/
_____________________________
Tracy L. Tosh



13 Sep 1997