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)
[submitted c.May 11, 1998]

NOTICE OF PENDENCY OF
CLASS ACTION

TO: PERSONS WHO PURCHASED THE COMMON STOCK OF TCSI CORPORATION
    DURING THE PERIOD OCTOBER 11, 1995 THROUGH SEPTEMBER 25, 1996

1.1 This Notice is given pursuant to Rule 23 of the Federal Rules of Civil Procedure and pursuant to an order of the United States District Court for the Northern District of California. This Notice is not an expression of any opinion by the Court as to the merits of any of the claims or defenses asserted by any party in this litigation. The purpose of this Notice is to inform you of the pendency of this lawsuit, how it may affect your rights and what steps you may take in relation to it.

1.2 This litigation is a federal securities class action pending in the United States District Court for the Northern District of California. In this action plaintiffs have only alleged claims under federal law. By an Order of the Court dated May __, 1998, the Court decided that this action may proceed as a class action. The Court ordered that the Plaintiff Class in this action is defined as follows:

All persons who purchased common stock of TCSI Corporation ("TCSI") during the period October 11, 1995 to September 25, 1996, inclusive, and who suffered damages thereby. Excluded from the Plaintiff Class are defendants, members of the individual defendants' families, and any entity in which any defendant has a controlling interest.

1.3 Plaintiffs' Complaint ("Complaint") alleges that the defendants violated federal securities laws by issuing statements and documents to the public that contained materially false and misleading information about TCSI's business, products, revenues, earnings, and overall financial condition. The defendants are alleged to have misrepresented the status of the company's products, misrepresented the company's then-current revenues, and misrepresented the forecasts of TCSI's future revenues and sales by including certain licensing agreements which they knew would not close as expected, by improperly deferring the writeoff of an agreement they knew would be terminated at a loss, by improperly changing their revenue recognition procedures, and by failing to take into account increased competition and a growing reluctance of TCSI's customers to fund its research and development efforts.

1.4 The defendants are TCSI and certain of its officers and/or directors during the class period: 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. The defendants deny the claims and allegations of the Complaint. The court has not ruled on the merits of plaintiff's allegations or on the denials and other defenses made by the defendants. No trial date has yet been scheduled.

1.5 You are also advised that there is another purported class action entitled Copperstone v. TCSI Corporation, No. CV775199-2, which is pending in the Superior Court of the State of California for the County of Alameda (the "California Class Action"). The California Class Action is brought on behalf of all purchasers of TCSI common stock during the same period as this federal class action and is brought against the same defendants as this federal class action. The California Class Action is brought under the California securities laws and this federal class action is brought under federal securities laws. At present, it is unclear what effect, if any, any decisions in the federal lawsuit will have on the California Class Action.

1.6 All nominees who purchased or acquired TCSI common stock during the period October 11, 1995 through September 25, 1996, for a beneficial owner, are requested to send this Notice to all such beneficial owners no later than ten (10) days after receipt of this Notice. Additional copies of this Notice with postage prepaid will be provided to such nominees upon written request sent to the address identified in Paragraph 2.4 below. In the alternative, all nominees are requested to send an unduplicated list of names and addresses of said beneficial owners to the address identified in Paragraph 2.4 below. Plaintiffs' counsel will thereafter mail copies of this Notice directly to all such beneficial owners. Plaintiffs' counsel offer to prepay the reasonable cost of preparing an unduplicated list of names and addresses of such beneficial owners or of forwarding this Notice to beneficial owners in those cases where a nominee elects to forward notice rather than provide a list of names and addresses to plaintiffs' counsel.

NOW THEREFORE, TAKE NOTICE:

2.1 If you purchased the common stock of TCSI during the period October 11, 1995 through September 25, 1996, inclusive, and you are neither a named defendant in this action nor another person or entity excluded from the class as described in Paragraph 1.2 above, then you are a member of the plaintiff class unless you request exclusion therefrom as provided in Paragraph 2.3 below.

2.2 All members of the class who do not request to be excluded will be bound by any judgment, whether or not favorable to the class. If you wish to remain a member of the class, you need do nothing and your rights in this lawsuit will be represented by Milberg Weiss Bershad Hynes & Lerach, 600 West Broadway, Suite 1800, San Diego, California 92101, The Law Offices of James V. Bashian, P.C., 500 5th Avenue, Suite 2700, New York, New York, 10110, and Wolf Popper LLP, 845 Third Avenue, New York, New York, 10022, co-lead counsel for plaintiffs. If you wish, you may enter an appearance through your own counsel at your own expense.

2.3 You may request to be excluded from the plaintiff class if you mail to the address below, a written request for exclusion postmarked on or before ______________, setting forth your name and address. Persons who request exclusion will not be entitled to share in the benefits of any judgment or settlement nor will they be bound by any settlement or judgment. If you elect to be excluded from the plaintiff class, you may pursue, at your own expense, whatever legal rights you may have.

2.4 All communications regarding this Notice should be made in writing, should refer to the name and number of this action Copperstone v. TCSI Corporation, Case No. C 97-3495 (SBA) and should be addressed to:

Copperstone v. TCSI Corporation
c/o Milberg Weiss Bershad Hynes & Lerach
600 West Broadway, Suite 1600
San Diego, CA 92101

DO NOT TELEPHONE THE CLERK OF THE COURT REGARDING THIS NOTICE






DATED:

BY ORDER OF

_______________________________
UNITED STATES DISTRICT COURT JUDGE



Securities Class Action
Clearinghouse
U.S.D.C.
N.D. Cal.
Robert Crown
Law Library
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inquiries@securities.stanford.edu