MILBERG WEISS BERSHAD

HYNES & LERACH LLP

WILLIAM S. LERACH (68581)

TOR GRONBORG (179109)

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

Lead Counsel for Plaintiffs

In re SMART MODULAR TECHNOLOGIES, INC.

SECURITIES LITIGATION

__________________________________________

This Document Relates To:

ALL CASES.

__________________________________________

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

CLASS ACTION

DATE: May 10, 1999

TIME: 9:00 a.m.

CTRM: The Honorable James Ware

I, JOHN K. GRANT, declare:

1. I am an associate of the law firm of Milberg Weiss Bershad Hynes & Lerach LLP, counsel of record for plaintiffs in the above-captioned action. I am duly admitted to practice in the State of California and before this Court. I make this Declaration in Support of Plaintiffs' Opposition to Defendants' Motion to Dismiss Consolidated Complaint.

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

Exhibit A: 141 Cong. Rec. H2836 (daily ed. Mar. 8, 1995).

Exhibit B: In re Silicon Graphics Sec. Litig., No. 97-16240, Supplemental Memorandum of the Securities and Exchange Commission, Amicus Curiae (9th Cir. Nov. 17, 1998).

Exhibit C: H.R. Conf. Rep. No. 105-803, Joint Explanatory Statement (1998).

Exhibit D: Statement by the President, Nov. 3, 1998.

Exhibit E: Seoane, et al. v. Mills, et al., CV-S-97-1579-HDM (RJJ), Order (D. Nev. Sept. 11, 1998).

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 14th day of April, 1999, at San Francisco, California.

___________________________________

JOHN K. GRANT

SMARTMOD\BM000782.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 April 14, 1999, declarant served the DECLARATION OF JOHN K. GRANT IN SUPPORT OF PLAINTIFFS' OPPOSITION TO DEFENDANTS' MOTION TO DISMISS CONSOLIDATED COMPLAINT 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 14th day of April, 1999, at San Francisco, California.

______________________________

CATHERINE B. MARASIGAN