MILBERG WEISS BERSHAD
HYNES & LERACH LLP
WILLIAM S. LERACH (68581)
ALAN SCHULMAN (128661)
600 West Broadway, Suite 1800
San Diego, CA 92101
Telephone: 619/231-1058
     - and -
JEFFREY W. LAWRENCE (166806)
LISA C. ATKINSON (163320)
DAVID R. STICKNEY (188574)
222 Kearny Street, 10th Floor
San Francisco, CA 94108
Telephone: 415/288-4545

LAW OFFICES OF JAMES V.
BASHIAN, P.C.
JAMES V. BASHIAN
500 Fifth Avenue
Suite 2700
New York, NY 10110
Telephone: 212/921-4110

WOLF POPPER LLP
STEPHEN D. OESTREICH
PATRICIA I. AVERY
845 Third Avenue
New York, NY 10022
Telephone: 212/759-4600

I, JEFFREY W. LAWRENCE, declare:

I am an attorney duly licensed to practice before this Court, and am counsel of record for plaintiffs in the above-captioned matter. I make this Declaration in Support of Plaintiffs' Consolidated Opposition to Defendants' Motions to Dismiss Plaintiffs' Complaint for Violation of the Securities Exchange Act of 1934.

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

Exhibit A: Cherednichenko, et al. v. Quarterdeck Corp., et al., Case No. CV-97-4320-GHK(CWx), Minute Order (C.D. Cal. Nov. 26, 1997);

Exhibit B: Parnes v. Harris, et al., Case No. C-95-2715 SBA, Order (N.D. Mar. 31, 1997);

Exhibit C: 141 Cong. Rec. H2769 (daily ed. Mar. 7, 1995);

Exhibit D: 141 Cong. Rec. S19062 (daily ed. Dec. 21, 1995);

Exhibit E: 141 Cong. Rec. S8941 (daily ed. June 22, 1995);

Exhibit F: Hoffman v. Avant! Corp., et al., Case No. C-97-20698RMW, Order (N.D. Cal. Dec. 18, 1997);

Exhibit G: 141 Cong. Rec. S17970 (daily ed. 12/5/95);

Exhibit H: 141 Cong. Rec. H14051 (daily ed. 12/6/95);

Exhibit I: August 1997 TCSI Proxy Statement;

Exhibit J: E.S. Browning & Laura Jereski, In the Money: Firms With Sagging Stocks Set New "Repricings" of Executive Options, Wall St. J., June 11, 1997; and

Exhibit K: In the Matter of Order Instituting Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 Against Presstek, Inc., SEC Release Nos. 39472, 997 (Dec. 22, 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 19th day of February, 1998, at San Francisco, California.

TCSI\JMI03865.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 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 February 19, 1998, declarant caused true copies of DECLARATION OF JEFFREY W. LAWRENCE IN SUPPORT OF PLAINTIFFS' CONSOLIDATED OPPOSITION TO DEFENDANTS' MOTIONS TO DISMISS PLAINTIFFS' COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934 to be delivered to Federal Express for service on each of the parties listed on the attached Service List on February 20, 1998.

3. That declarant caused this document to be forwarded to the following designated Internet site at:

I declare under penalty of perjury that the foregoing is true and correct. Executed this 19th day of February, 1998, at San Francisco, California.