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
 

Lead Counsel for Plaintiffs
 
 

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
 
 
 
 

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

Plaintiffs,

vs.

NETMANAGE, INC., et al.,

Defendants.

__________________________________________

No. C-97-4385-CRB

CLASS ACTION
 

DATE: TBA

TIME: TBA

COURTROOM: The Honorable

Charles R. Breyer
 
 

DECLARATION OF TRAVIS E. DOWNS, III IN SUPPORT OF PLAINTIFFS'
OPPOSITION TO DEFENDANTS' MOTION TO DISMISS
THE SECOND AMENDED COMPLAINT
 
 

I, Travis E. Downs, III, declare:

1. I am a member in good standing of the Bar of this State and admitted to practice law before this Court. I am also associated with the law firm of Milberg Weiss Bershad Hynes & Lerach LLP, Lead Counsel of record for Lead 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 plaintiff's Opposition to Defendants' Motion to Dismiss the Second Amended Complaint.

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

Exhibit 1: In re Olympic Fin. Ltd. Sec. Litig., No. 97-496 (MJD/AJB), Memorandum Opinion And Order (D. Minn. 9/10/98);

Exhibit 2: In re Boeing Sec. Litig., No. C97-1715Z, Order (N.D. Wash. 9/8/98);

Exhibit 3: Letter to the Honorable Arthur Levitt from Alfonse M. D'Amato, Phil Gramm and Christopher J. Dodd,
dated 3/24/98.

Exhibit 4: Letter to Senators Alfonse M. D'Amato, Phil Gramm and Christopher J. Dodd from the Honorable Arthur Levitt, dated 3/24/98.

 
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 September 24, 1998.
 

___________________________________

TRAVIS E. DOWNS, III
 

NETMANAG\DB00879.DEC

DECLARATION OF SERVICE BY MAIL
PURSUANT TO NORTHERN DISTRICT LOCAL RULE 23-2(c)(2)
 

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 September 25, 1998, declarant served the DECLARATION OF TRAVIS E. DOWNS, III IN SUPPORT OF PLAINTIFFS' OPPOSITION TO DEFENDANTS' MOTION TO DISMISS THE SECOND 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:

http://securities.milberg.com

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 25th day of September, 1998, at San Diego, California.
 

______________________________

DEBORAH D. HAYES