BORIS FELDMAN, State Bar # 128838
JEROME F. BIRN, JR., State Bar # 128561
GIDON M. CAINE, State Bar # 188110
CHRISTINE A. KENDRICK, State Bar # 186002
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Telephone: (650) 493-9300

Attorneys for Defendants
TCSI CORPORATION, ROGER A. STRAUCH,
DANIEL H. MILLER, JOHN C. BOLGER,
RAM A. BANIN, WILLIAM A. HASLER,
DAVID G. MESSERSCHMITT, and PAUL A. FARMER

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

OAKLAND DIVISION

ALBERT J. COPPERSTONE and JOSEPH
SICILIANO, On Behalf of
Themselves and All Others
Similarly Situated,

                      Plaintiffs,

           v.

TCSI CORPORATION,
HARVEY E. WAGNER, HARISH S. RAO,
ROGER A. STRAUCH,
DANIEL H. MILLER, JOHN C. BOLGER,
RAM A. BANIN, WILLIAM A. HASLER,
DAVID G. MESSERSCHMITT, and
PAUL A. FARMER,

                      Defendants.
_____________________________________

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CASE NO.: C 97-3495 (SBA)
[filed Jan. 15, 1998]

CLASS ACTION

Date: March 10, 1998
Time: 2:00 p.m.
Dept: Judge Armstrong

DECLARATION OF CHRISTINE A.
KENDRICK IN SUPPORT OF
MOTION TO DISMISS FOR
DEFENDANTS TCSI CORP.,
STRAUCH, MILLER, BOLGER,
BANIN, HASLER,
MESSERSCHMITT, and FARMER

I, Christine A. Kendrick, declare as follows:

1. I am an attorney licensed to practice law in the State of California and before this Court. I am an associate with the law firm of Wilson, Sonsini, Goodrich & Rosati, counsel for defendants TCSI Corporation, Roger A. Strauch, Daniel H. Miller, John C. Bolger, Ram A. Banin, William A. Hasler, David G. Messerschmitt, and Paul Farmer in the above-entitled action. I have personal knowledge of the facts stated herein and, if called as a witness, I could and would testify competently thereto.

2. Attached hereto as Exhibit A is a true and correct copy of TCSi's press release dated September 25, 1996.

3. Attached hereto as Exhibit B is a true and correct copy of TCSi's press release dated October 16, 1996.

4. Attached hereto as Exhibit C is a true and correct copy of TCSi's Prospectus dated March 27, 1996.

5. Attached hereto as Exhibit D is a true and correct copy of H.R. Conf. Rep. No. 104-369, 104th Cong., 1st Sess. 31 (1995).

6. Attached hereto as Exhibit E is a true and correct copy of TCSi's press release dated October 19, 1995.

7. Attached hereto as Exhibit F is a true and correct copy of TCSi's press release dated April 17, 1996.

8. Attached hereto as Exhibit G is a true and correct copy of TCSi's press release dated July 18, 1996.

9. Attached hereto as Exhibit H is a true and correct copy of TCSi's Form 10-Q for quarter ending June 30, 1996.

10. Attached hereto as Exhibit I is a true and correct copy of TCSi's Form 10-K for year ending December 31, 1995.

11. Attached hereto as Exhibit J is a true and correct copy of TCSi's Form 10-Q for quarter ending March 31, 1996.

12. Attached hereto as Exhibit K is a true and correct copy of TCSi's 1996 Proxy Statement.

13. Attached hereto as Exhibit L is a true and correct copy of TCSi's 1997 Proxy Statement.

14. Attached hereto as Exhibit M is a true and correct copy of the opinion in In re Oak Tech. Sec. Litig., No. 96-20552 SW, 1997 WL 448168 (N.D. Cal. Jul. 1, 1997).

15. Attached hereto as Exhibit N is a true and correct copy of the opinion in In re OPTi, Inc. Sec. Litig., No. C-95-3434 SBA (N.D. Cal. Mar. 31, 1997).

16. Attached hereto as Exhibit O is a true and correct copy of the opinion in In re SciClone Pharmaceuticals Sec. Litig., No. C-94-1485 SBA (N.D. Cal. Mar. 10, 1995).

17. Attached hereto as Exhibit P is a true and correct copy of the opinion in Stack v. Lobo, No. 95-20049, 1995 WL 241448 (N.D. Cal. Apr. 20, 1995).

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and this declaration was executed on January 14, 1998, at Palo Alto, California.

_______________________________
Christine A. Kendrick


Securities Class Action
Clearinghouse 		U.S.D.C.
N.D. Cal. 		Robert Crown
Law Library 		Stanford University
School of Law

inquiries@securities.stanford.edu

19 Jan 1998
Source: Computer file emailed to epost from Wilson Sonsini Goodrich & Rosati