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

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 the opinion in In re Interactive Network Sec. Litig., No. C-95-0026 DLJ (N.D. Cal. Apr. 4, 1997).

3. Attached hereto as Exhibit B is a true and correct copy of the opinion in Cooper v. Pickett, No. 95-55657, 1997 U.S. App. LEXIS 39330 (9th Cir. Jan. 30, 1998).

4. Attached hereto as Exhibit C is a true and correct copy of the opinion in Head v. Netmanage, Inc., No. C-97-4385 CRB (N.D. Cal. Feb. 24, 1998).

5. Attached hereto as Exhibit D is a true and correct copy of the derivative complaint in Tinkler v. Hasler, No. 776206-4 (Cal. Sup. Ct. Feb. 27, 1997).

6. Attached hereto as Exhibit E is a true and correct copy of Amend. 1485, S. 240, 104th Cong., 1st Sess. (1995).

7. Attached hereto as Exhibit F is a true and correct copy of H.R. Doc. No. 104-150, 104th Cong., 1st Sess. (1995).

8. Attached hereto as Exhibit G is a true and correct copy of the opinion in Novak v. Kasaks, No. 96 Civ. 3073 (AGS), 1998 U.S. Dist. LEXIS 2777 (S.D.N.Y. Mar. 10, 1998).

9. Attached hereto as Exhibit H is a true and correct copy of the opinion in In re Comshare Sec. Litig., No. 96-73711, 1997 U.S. Dist. LEXIS 17262 (E.D. Mich. Sept. 18, 1997).

10. Attached hereto as Exhibit I is a true and correct copy of Plaintiffs-Appellants' Response to Petitions For Rehearing and Suggestions of Rehearing En Banc in Cooper v. Pickett, No. 95-55657 (9th Cir. Sept. 26, 1997).

11. Attached hereto as Exhibit J is a true and correct copy of excerpts from the Congressional Record, 141 Cong. Rec. S9150 at S9156 and S9161 (June 27, 1995).

12. Attached hereto as Exhibit K is a true and correct copy of the opinion in In re Oak Tech. Sec. Litig., No. 96-20552-SW, 1997 U.S. Dist. LEXIS 18503 (N.D. Cal. Aug. 1, 1997).

13. Attached hereto as Exhibit L is a true and correct copy of the opinion in In re Sun Microsystems, Inc, Sec. Litig., No. C 89-20351, 1990 U.S. Dist. LEXIS 18740 (N.D. Cal. Aug. 20, 1990).

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 March 19, 1998, at Palo Alto, California.