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.
________________________________________

) 
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)

CASE NO.: C 97-3495 (SBA)
[submitted c.May 11, 1998]

[PROPOSED] ORDER
REGARDING CLASS
NOTICE PROCEDURES

On April 20, 1998, the Court directed the parties to meet and confer regarding class certification and notice to the class and to submit a stipulation to the Court for its review and approval. The parties, having met and conferred, hereby submit the following:

1. A plaintiff class, consisting of the following persons, is hereby certified by this Court in accordance with the Fed. R. Civ. P. 23(c)(1), subject to defendants' right to move to decertify the class:

All persons who purchased common stock of TCSI Corporation during the period October 11, 1995 through 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.

2. The Notice of Pendency of Class Action, attached hereto as Exhibit A, shall, at plaintiffs' expense, be sent by first-class mail, postage prepaid to all individuals and entities who are listed on the stock transfer records of TCSI Corporation ("TCSI") as having purchased common stock of TCSI during the period October 11, 1995 through September 25, 1996, inclusive.

3. Defendant TCSI shall provide plaintiffs' lead counsel Milberg Weiss Bershad Hynes & Lerach LLP with TCSI's stock transfer records within five (5) days after entry of this Order.

4. Mailing of the Notice of Pendency of Class Action shall be completed no later than fifteen (15) days after the date of TCSI's production of the stock transfer records to plaintiffs' lead counsel.

5. The Summary Notice of Pendency of Class Action, attached hereto as Exhibit B, shall, at plaintiffs' expense, be published in the Investors' Business Daily.

6. Publication of the Summary Notice of Pendency of Class Action in the Investors' Business Daily shall be completed no later than fifteen (15) days after the date of the initial mailing of the Notice of Pendency of Class Action.

7. The notice procedures required by this Order are the best notice practicable under the circumstances of this action, are reasonably certain to inform absent class members of the pendency of this action, and satisfy Rule 23 of the Federal Rules of Civil Procedure and due process requirements.

8. Any class member wishing to be excluded from the class or to enter an appearance shall do so no later than _____________, 1998, which is sixty (60) days after the initial mailing of the Notice of Pendency of Class Action.

IT IS SO ORDERED.

Dated: _______________, 1998

_______________________________
The Honorable Saundra Brown Armstrong
United States District Judge


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

inquiries@securities.stanford.edu

Source: File to epost from Wilson Sonsini Goodrich & Rosati