MILBERG WEISS BERSHAD

HYNES & LERACH LLP

WILLIAM S. LERACH (68581)

DAVID R. BOYD (184614)

600 West Broadway, Suite 1800

San Diego, CA 92101

Telephone: 619/231-1058

- and -

REED R. KATHREIN (139304)

JOHN K. GRANT (169813)

222 Kearny Street, 10th Floor

San Francisco, CA 94108

Telephone: 415/288-4545

[Proposed] Lead Counsel for Plaintiffs

JEFFREY M. BOREN, et al., On Behalf of Themselves

and All Others Similarly Situated,

Plaintiffs,

vs.

SMART MODULAR TECHNOLOGIES INC.,

Defendants.

___________________________________

No. C-98-20692-JW(PVT)

CLASS ACTION

DATE: October 5, 1998

TIME: 9:00 a.m.

CTRM: Honorable James Ware

I, John K. Grant, declare:

1. I am an associate with the law firm of Milberg Weiss Bershad Hynes & Lerach LLP, counsel for plaintiffs in this action. I am duly admitted to practice in the State of California and before this Court. I make this Declaration in Support of the Boren Plaintiff Group's Motion to Be Appointed Lead Plaintiffs Pursuant to §21D(a)(3)(B) of the Securities Exchange Act of 1934 and for Appointment of Lead Counsel, and I have personal knowledge of the facts asserted herein.

2. Attached hereto are true and correct copies of the following:

Exhibit 1: Chart of Movants' Purchases, Sales and Losses;

Exhibit 2: Sworn certifications for the Boren Plaintiff Group;

Exhibit 3: Published notice to class members on Business Wire, dated July 1, 1998;

Exhibit 4: City Nominees Ltd., et al. v. Macromedia, Inc., et al., No. C 97-3521-SC, Order re Motion to Appoint Lead Plaintiff (N.D. Cal. Jan. 23, 1998);

Exhibit 5: In re Read-Rite Corp. Sec. Litig., No. C-97-20059 RMW, Order Granting Plaintiffs' Motion for Appointment of Lead Plaintiff and Lead Counsel (N.D. Cal. May 28, 1997);

Exhibit 6: In re Diamond Multimedia Sys., Inc., Sec. Litig., No. C 96-2644-SBA, Order re Appointment of Lead Plaintiff and Lead Counsel (N.D. Cal. Jan. 13, 1997);

Exhibit 7: Powers, et al. v. Eichen, et al., Civ. No. 96-1431-B(AJB), Order Granting Plaintiffs' Motion to be Appointed Lead Plaintiffs Pursuant to §21D(a)(3)(B) of the Securities Exchange Act of 1934 and for Appointment of Lead Plaintiffs' Lead Counsel (S.D. Cal. Nov. 15, 1996);

Exhibit 8: Malin v. IVAX Corp., et al., Case No. 96-1843-CIV-MORENO, Order Granting Malin/Ferretti/Pennsylvania Pension Fund Plaintiffs Group's Motion for Appointment as Lead Plaintiffs and Order Approving Lead Plaintiffs' Choice of Counsel (S.D. Fla. Nov. 1, 1996);

Exhibit 9: Zuckerman, et al. v. Foxmeyer Health Corp., et al., No. 3:96-CV-2258-T, Order Granting Motion to Withdraw Motion and Granting Joint Motion for Appointment of Lead Plaintiffs and Lead Counsel (N.D. Tex. Mar. 28, 1997);

Exhibit 10: Chan v. Orthologic Corp., et al., No. CIV 96-1514 PHX RCB, Order (D. Ariz. Dec. 19, 1996); and

Exhibit 11: Firm résumé of Milberg Weiss Bershad Hynes & Lerach LLP.

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 28th day of August, 1998, at San Francisco, California.

___________________________________

JOHN K. GRANT

SMARTMOD\DRD02008.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 August 28, 1998, declarant served the DECLARATION OF JOHN K. GRANT IN SUPPORT OF THE BOREN PLAINTIFF GROUP'S MOTION TO BE APPOINTED LEAD PLAINTIFFS PURSUANT TO §21D(a)(3)(B) OF THE SECURITIES EXCHANGE ACT OF 1934 AND FOR APPOINTMENT OF LEAD COUNSEL by depositing a true copy thereof in a United States mailbox at San Francisco, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List and that this document was forwarded to the following designated Internet site at:

http://securities.milberg.com

3. That there is a regular communication by mail between the place of mailing and the places so addressed.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 28th day of August, 1998, at San Francisco, California.

______________________________

LISA NEWELL