MILBERG WEISS BERSHAD
HYNES & LERACH LLP
ALAN SCHULMAN (128661)
JAMES A. CAPUTO (120485)
TRAVIS E. DOWNS, III (148274)
TOR GRONBORG (179109)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058

Attorneys for Plaintiffs

I, Travis E. Downs, III, declare:

1. I am a member in good standing of the Bar of the State of California and admitted to practice law before this Court. I am also associated with the law firm of Milberg Weiss Bershad Hynes & Lerach, LLP, co-lead counsel for plaintiffs in this action.

2. Except as otherwise stated, I have personal knowledge of the facts stated in this declaration and, if called as a witness, could competently testify to them. I make this declaration in support of plaintiffs' Opposition to Defendants' Motion to Dismiss the Amended Complaint.

3. Attached as exhibits are true and correct copies of the following documents:

Exhibit 1: Head, et al. v. NetManage, Inc., et al., No. CV-763295, Order (July 15, 1997);

Exhibit 2: Cherednichenko, et al. v. Quarterdeck Corp., et al., CV 97-4320-GHK(CWx) (C.D. Cal. Nov. 26, 1997);

Exhibit 4: S. Rep. No. 104-98, 104th Cong., 1st Sess. (1995); H.R. Conf. Rep. No. 104-369 (1995); reprinted in 1995 U.S.C.C.A.N. 730, 740;

Exhibit 4: Weikel v. Tower Semiconducter Ltd., et al., No. 96-3711 (D.N.J. Oct. 2, 1997);

Exhibit 5: Gilford Ptnrs. L.P. v. Sensormatic Elec. Corp., No. 96 C 4072, 1997 U.S. LEXIS 13724 (N.D. Ill. Sept. 10, 1997);

Exhibit 6: Galaxy Inv. Fund, Ltd. v. Fenchurch Cap. Management, Ltd., No. 96 C 8098, 1997 U.S. Dist. LEXIS 13207 (N.D. Ill. Aug. 29, 1997);

Exhibit 7: Page v. Derrickson, No. 96-842-CIV-T-17C, 1997 U.S. Dist. LEXIS 3673 (M.D. Fla. Mar. 24, 1997);

Exhibit 8: STI Classic Fund v. Bollinger Indus., No. CA 3:96-CV-0823-R, 1996 U.S. Dist. LEXIS 21553 (N.D. Tex. Oct. 25, 1996);

Exhibit 9: Fischler v. AmSouth Bancorp., No. 96-1567-CIV-T-17A, 1996 U.S. Dist. LEXIS 17670 (M.D. Fla. Nov. 14, 1997);

Exhibit 10: In re Silicon Graphics, Inc. Sec. Litig., No. 97-16240 (9th Cir. Nov. 19, 1997);

Exhibit 11: In re ValuJet, Inc. Sec. Litig., No. 1:96-CV-1355-TWT (N.D. Ga. Nov. 10, 1997); and

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct and that I executed this declaration at San Diego, California on December 9, 1997.

NETMANAG\SLA02689.DEC

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 Diego, over the age of 18 years, and not a party to or interested in the within action; that declarant's business address is 600 West Broadway, Suite 1800, San Diego, California 92101.

2. That on December 9, 1997, declarant served the DECLARATION OF TRAVIS E. DOWNS, III IN SUPPORT OF PLAINTIFFS' OPPOSITION TO DEFENDANTS' MOTION TO DISMISS THE AMENDED COMPLAINT by depositing a true copy thereof in a United States mailbox at San Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List and that this document was forwarded to the following designated Internet site at:

3. Declarant also caused the above to be served via overnight mail on defendants.

4. 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 9th day of December, 1997, at San Diego, California.