Michael D. Braun (CSB #167416)
Steven B. Chroman (CSB #183037)
STULL, STULL & BRODY
10940 Wilshire Boulevard
Suite 2300
Los Angeles, CA 90024
(310) 209-2468

Jules Brody
Aaron L. Brody
STULL STULL & BRODY
6 East 45th Street
New York, NY 10017
(212) 687-7230

Kevin J. Yourman (147159)
WEISS & YOURMAN
10940 Wilshire Boulevard
24th Floor
Los Angeles, CA 90024
(310) 208-2800

Attorneys for Bisson Group

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

JEFFREY M. BOREN, MICHAEL POWELL
and MICHAEL J. MYER, On Behalf of
Themselves and All Others Similarly Situated,

                      Plaintiffs,

           v.

SMART MODULAR TECHNOLOGIES
INC., MUKESH PATEL, AJAY SHAH,
LATA KRISHNAN, ALAN MARTEN, and
DAVID B. MULLIN,

                      Defendants.



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CASE NO. C 98 20692 JW
[filed Aug. 31, 1998]

CLASS ACTION

DECLARATION OF STEVEN
CHROMAN IN SUPPORT OF THE
BISSON GROUP'S MOTION FOR
APPOINTMENT OF LEAD PLAINTIFFS
AND LEAD COUNSEL PURSUANT TO
SECTION 21D OF THE SECURITIES
EXCHANGE ACT OF 1934 AND FOR
CONSOLIDATION OF ALL RELATED
ACTIONS

DATE: October 19, 1998
TIME: 9:00 a.m.
CTRM: Honorable James Ware

I, Steven Chroman, declare:

1. I am an attorney at law duly licensed to practice in the State of California. I am associated with the firm of Stull Stull & Brody, counsel of record for plaintiff George A. Bisson and Jay C. Bisson ("Bisson) along with other class members (hereinafter "The Bisson Group")1 in this action. I make this declaration in support of "The Bisson Group's Motion for Appointment of Lead Plaintiffs and Lead Counsel Pursuant to Section 21D of the Securities Exchange Act of 1934 and for Consolidation of all Related Actions." I have personal knowledge of the matters stated herein and if called as a witness, I could and would competently testify to the following:

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

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

Dated: __________

_____________________________
Steven B. Chroman




1 The "Bisson Group" consists of George A. Bisson, Jay C. Bisson, and additional purchasers of Smart Media Technologies, Inc. common stock which are listed in Exhibit A to the "Declaration of Steven Chroman in Support of the Bisson Group's Motion for Appointment of Lead Plaintiffs and Lead Counsel and for Consolidation of All Related Actions" (the "Chroman Decl.").