CYLINK CORP /CA/
WARRANT TO PURCHASE COMMON STOCK
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>8
<FILENAME>ex10_4.txt
<DESCRIPTION>WARRANT TO PURCHASE COMMON STOCK
<TEXT>
THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR ANY APPLICABLE  STATE  SECURITIES  LAWS.
SUCH  SECURITIES  MAY  NOT BE  SOLD  OR  TRANSFERRED  IN  THE  ABSENCE  OF  SUCH
REGISTRATION OR AN EXEMPTION  THEREFROM UNDER SAID ACT AND ANY APPLICABLE  STATE
SECURITIES LAWS.


             WARRANT TO PURCHASE COMMON STOCK OF CYLINK CORPORATION
                           Void after October 30, 2012

Warrant No.: W-1                                       Number of Shares: 500,000
CUSIP No.: 232565101

         This  certifies  that  Orchard  Gateway   Investors,   LLC  or  assigns
(collectively,  the  "Holder"),  for value  received,  is entitled to  purchase,
subject to the terms and  conditions  of this  warrant  (this  "Warrant"),  from
Cylink Corporation, a California corporation (the "Company"), up to five hundred
thousand  (500,000)  shares of the Company's  Common Stock,  par value $0.01 per
share (the "Warrant Shares") at a price per share of $0.3838; provided, however,
that if prior to a Reorganization  Event (as defined below) the Company closes a
Qualified  Financing  (as defined  below)  within  twelve  months of the Initial
Exercise Date (as defined  below),  the purchase  price per share of the Warrant
Shares shall equal the lower of (i) $0.3838; and (ii) the price per share of the
Company's  capital stock sold in such Qualified  Financing (the "Exercise  Price
Adjustment Right"). For purpose of this Warrant, the term "Stock Purchase Price"
shall mean $0.3838 or, if there is a Qualified Financing and the price per share
of the  Company's  capital stock sold in such  Qualified  Financing is less than
$0.3838,  then such lower  price.  For the  purposes of this  Warrant,  the term
"Qualified  Financing"  shall  mean the sale by the  Company  of  shares  of its
capital  stock  sold to  qualified  investors  in one or more  series of related
transactions  for  aggregate  cash  proceeds to the Company of not less than One
Million  dollars  ($1,000,000).  For  avoidance  of doubt,  the  Exercise  Price
Adjustment  Right shall expire on the earlier of (x) a  Reorganization  Event or
(y) twelve months from the Initial Exercise Date.

         This Warrant shall be exercisable,  in whole or in part' at any time or
from time to time from and after the date of execution of that certain Amendment
To  Lease  at  3101-3151  Jay  Street,  Santa  Clara,  between  Orchard  Gateway
Investors,  LLC and the  Company  (such  date  being  referred  to herein as the
"Initial Exercise Date") up to and including 5:00 p.m. (Pacific Time) on the ten
(10) year  anniversary of the date hereof (such date being referred to herein as
the "Expiration  Date"),  upon surrender to the Company at its principal  office
(or at such other  location  as the Company may advise the Holder in writing) of
this Warrant properly endorsed with (i) the Form of Subscription attached hereto
duly  completed  and  executed  and (ii)  payment  pursuant  to Section 2 of the
aggregate  Stock  Purchase Price for the number of shares for which this Warrant
is being  exercised  determined in accordance  with the provisions  hereof.  The
Stock

<PAGE>

Purchase  Price and the number of shares  purchasable  hereunder  are subject to
further adjustment as provided in Section 4 of this Warrant.

         1. Exercise; Issuance of Certificates; Acknowledgement. This Warrant is
exercisable  at the option of the holder of record  hereof,  at any time or from
time to time from or after the Initial  Exercise Date up to the Expiration  Date
for all or any part of the  Warrant  Shares  (but not for a fraction of a share)
which may be purchased  hereunder.  The Company agrees that the shares of Common
Stock  purchased  under this Warrant shall be and are deemed to be issued to the
Holder  hereof as the record owner of such shares as of the close of business on
the date on which this Warrant shall have been surrendered,  properly  endorsed,
the  completed,  executed  Exercise  Form  delivered  and payment  made for such
shares.  Certificates for the shares of the Common Stock so purchased,  together
with any other  securities  or property  to which the Holder  hereof is entitled
upon such  exercise,  shall be delivered to the Holder  hereof by the Company at
the Company's  expense within a reasonable time after the rights  represented by
this Warrant have been so exercised.  Each  certificate so delivered shall be in
such  denominations  of the  Warrant  Shares as may be  requested  by the Holder
hereof and shall be registered in the name of such Holder. In case of a purchase
of less than all the Warrant  Shares,  the Company  shall execute and deliver to
Holder within a reasonable time an  Acknowledgement  in the form attached hereto
indicating the number of Warrant Shares which remain subject to this Warrant, if
any.

         2. Payment for Shares.  The aggregate purchase price for Warrant Shares
being  purchased  hereunder  may be paid either (i) by cash or wire  transfer of
immediately  available funds, or (ii) by surrender of a number of Warrant Shares
which have a fair market  value  equal to the  aggregate  purchase  price of the
Warrant Shares being purchased  ("Net  Issuance") as determined  herein.  If the
Holder  elects the Net Issuance  method of payment,  the Company  shall issue to
Holder  upon  exercise  a number of  shares  of  Warrant  Shares  determined  in
accordance with the following formula:

                                       Y (A-B)
                                   X = ------
                                         A

                  where: X = the  number of  Warrant  Shares to be issued to the
                             Holder;

                             the number of Warrant  Shares with respect to which
                             the Holder is exercising its purchase  rights under
                             this Warrant;

                             the  fair  market  value  of one (1)  share  of the
                             Warrant Shares on the date of exercise; and

                         B = the Stock Purchase Price.

         No fractional  shares arising out of the above formula for  determining
the number of shares to be issued to the Holder shall be issued upon exercise of
this Warrant.  In lieu thereof,  the Company shall make payment to the Holder of
cash in the amount of such  fraction  multiplied by the fair market value of one
(1) share of the Warrant Shares on the date of exercise. For

                                       2
<PAGE>


purposes of the above calculation, the fair market value of one (1) share of the
Warrant  Shares shall mean the average of the closing sale prices of such Common
Stock on the NASDAQ  National  Market or The NASDAQ  SmallCap Market (or, if the
Common  Stock is not listed on the  NASDAQ  National  Market or NASDAQ  SmallCap
Market but regularly quoted on an automated quotation system,  including the OTC
Bulleting Board, or by a recognized securities dealer, the mean between the high
bid and low asked prices for the Common  Stock) over the fifteen  (15)  calendar
day  period  (or  portion  thereof)  ending  three (3) days prior to the date of
exercise.

         3.  Shares  to be  Fully  Paid;  Reservation  of  Shares.  The  Company
covenants  and agrees  that all shares of Common  Stock which may be issued upon
the exercise of the rights  represented by this Warrant will, upon issuance,  be
duly authorized,  validly issued, fully paid and nonassessable and free from all
preemptive rights of any shareholder and free and clear of all taxes,  liens and
charges with respect to the issue  thereof.  The Company  further  covenants and
agrees  that  during the period  within  which the  rights  represented  by this
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved,  for the  purpose of issue or  transfer  upon  exercise  of the rights
evidenced by this  Warrant,  a  sufficient  number of shares of  authorized  but
unissued shares of Common Stock, or other  securities and property,  when and as
required to provide for the exercise of the rights  represented  by this Warrant
in full.

         4.  Adjustment of Stock Purchase Price and Number of Shares.  The Stock
Purchase  Price and the number of shares  purchasable  upon the exercise of this
Warrant shall be subject to adjustment  from time to time upon the occurrence of
certain  events  described in this Section 4. Upon each  adjustment of the Stock
Purchase  Price,  the Holder of this  Warrant  shall  thereafter  be entitled to
purchase, at the Stock Purchase Price resulting from such adjustment, the number
of shares obtained by multiplying the Stock Purchase Price in effect immediately
prior to such  adjustment by the number of shares  purchasable  pursuant  hereto
immediately  prior to such  adjustment,  and dividing the product thereof by the
Stock Purchase Price resulting from such adjustment.

                  4.1 Split,  Subdivision or  Combination of Stock.  In case the
Company shall at any time subdivide its outstanding  shares of Common Stock into
a greater number of shares, the Stock Purchase Price in effect immediately prior
to such split or subdivision shall be proportionately  reduced,  and conversely,
in case the  outstanding  shares of the  Common  Stock of the  Company  shall be
combined into a smaller  number of shares,  the Stock  Purchase  Price in effect
immediately prior to such combination shall be proportionately increased.

                  4.2  Reclassification.  If any reclassification of the capital
stock of the  Company  shall be  effected  in such a way that  holders of Common
Stock  shall be  entitled  to  receive  stock,  securities,  or other  assets or
property,  then,  as a condition of such  reclassification,  lawful and adequate
provisions  shall be made whereby the Holder  hereof shall  thereafter  have the
right to  purchase  and  receive  (in lieu of the  shares  of the  Common  Stock
immediately  theretofore  purchasable  and  receivable  upon the exercise of the
rights represented  hereby) such shares of stock,  securities or other assets or
property as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of such
Common Stock immediately theretofore purchasable and receivable upon the

                                       3
<PAGE>

exercise of the rights  represented  hereby. In any  reclassification  described
above,  appropriate  provision  shall be made with  respect  to the  rights  and
interests  of the Holder of this Warrant to the end that the  provisions  hereof
(including, without limitation, provisions for adjustments of the Stock Purchase
Price and of the number of shares  purchasable  and receivable upon the exercise
of this  Warrant)  shall  thereafter  be  applicable,  as  nearly  as may be, in
relation to any shares of stock,  securities  or assets  thereafter  deliverable
upon the exercise hereof.

                  4.3 Reorganization, Mergers, Consolidations or Sale of Assets.
If at any  time  there  shall  be a  capital  reorganization  of  the  Company's
outstanding  equity  securities  (other  than a  combination,  reclassification,
exchange,  or subdivision of shares provided for elsewhere in this Warrant) or a
merger or consolidation of the Company with or into another corporation,  or the
sale of the Company's  properties and assets as, or substantially  as, an entity
to any  other  person  (a  "Reorganization  Event"),  then,  as a part  of  such
Reorganization  Event, lawful provision shall be made so that the Holder of this
Warrant  shall  thereafter be entitled to receive upon exercise of this Warrant,
during  the  period  specified  in this  Warrant  and upon  payment of the Stock
Purchase Price then in effect, the number of shares of stock or other securities
or property of the Company, or of the successor  corporation resulting from such
Reorganization  Event, to which a holder of the shares issuable upon exercise of
this  Warrant  would have been  entitled  in such  Reorganization  Event if this
Warrant  had  been  exercised  immediately  prior  thereto.  In any  such  case,
appropriate adjustment (as determined by the Company's Board of Directors) shall
be made in the application of the provisions of this Warrant with respect to the
rights and  interests  of the Holder of this  Warrant  after the  Reorganization
Event if this Warrant (including  adjustment of the Stock Purchase Price then in
effect and the number of shares purchasable upon exercise of this Warrant) shall
be applicable after that event, as near as reasonably may be, in relation to any
shares or other  property  deliverable  after that event upon  exercise  of this
Warrant.  The provisions of this paragraph  shall  similarly apply to successive
capital reorganizations, mergers, consolidations or sales.

                  4.4  Notice of Certain  Events.  If at any time after the date
hereof and before the expiration of the Exercise Period:

                           (i) the Company declares any dividend or distribution
on its Common Stock payable in shares of its capital stock;

                           (ii) there shall be a Reorganization Event;

                           (iii) there  shall be any  voluntary  or  involuntary
dissolution, liquidation or winding-up of the Company; or

                           (iv) there shall be any other event that would result
in an adjustment  pursuant to this Section 4 in the Stock  Purchase Price or the
number of Warrant Shares that may be purchased upon the exercise hereof

the Company  will cause to be mailed to the Holder,  at least twenty days before
the applicable record or effective date hereinafter  specified, a notice stating
(A) the date as of which the  holders  of Common  Stock of  record  entitled  to
receive any such dividends or distributions is to be

                                       4
<PAGE>

determined,  or (B) the date on which  any  Reorganization  Event,  dissolution,
liquidation  or winding-up is expected to become  effective,  and the date as of
which it is expected  that holders of Common Stock of record will be entitled to
exchange their shares of Common Stock for securities or other property,  if any,
deliverable upon such Reorganization Event, dissolution,  liquidation or winding
up.

                  4.5 Notice of  Adjustment.  Upon any  adjustment  of the Stock
Purchase  Price or any increase or decrease in the number of shares  purchasable
upon the  exercise  of this  Warrant,  the  Company  shall give  written  notice
thereof, by first class mail postage prepaid, addressed to the registered Holder
of this  Warrant  at the  address  of such  Holder  as shown on the books of the
Company. The notice shall be signed by the Company's chief financial officer and
shall state the Stock  Purchase  Price  resulting  from such  adjustment and the
increase or decrease,  if any, in the number of shares purchasable at such price
upon the exercise of this Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based.

         5.  Rights  of  Holder.  Nothing  contained  in this  Warrant  shall be
construed as conferring upon the Holder hereof the right to vote, to consent, or
to receive  notice as a  shareholder  of the Company or any other matters or any
rights whatsoever as a shareholder of the Company,  except as expressly provided
in this Warrant. No dividends or interest shall be payable or accrued in respect
of this Warrant or the  interest  represented  hereby or the shares  purchasable
hereunder  until,  and only to the extent  that,  this  Warrant  shall have been
exercised.

         6. Warrants Transferable. Subject to compliance with applicable federal
and applicable  state securities laws, this Warrant and all rights hereunder may
be transferred, in whole or in part, without charge to the holder hereof (except
for  transfer  taxes) to one or more of Holder's  affiliates,  not to exceed ten
transferees,  upon  surrender of this Warrant  properly  endorsed and compliance
with the provisions of the Agreement.  Each taker and holder of this Warrant, by
taking or holding the same, consents and agrees that this Warrant, when endorsed
in blank,  shall be deemed  negotiable,  and that the holder  hereof,  when this
Warrant  shall have been so  endorsed,  may be treated  by the  Company,  at the
Company's  option,  and all  other  persons  dealing  with this  Warrant  as the
absolute owner hereof for any purpose and as the person entitled to exercise the
rights  represented by this Warrant,  or to the transfer  hereof on the books of
the Company and notice to the contrary notwithstanding;  but until such transfer
on such books,  the Company may treat the  registered  owner hereof as the owner
for all purposes.

         7. Lost  Warrants.  Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction,  or mutilation of this Warrant and,
in the case of any such loss, theft or destruction, upon receipt of an indemnity
reasonably  satisfactory  to the Company,  or in the case of any such mutilation
upon surrender and  cancellation of such Warrant,  the Company,  at its expense,
will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.

         8. Incidental  Registration Rights. If the Company proposes to register
any of its  stock or other  securities  under  the  Securities  Act of 1933,  as
amended (the "Act"),  in connection  with the public offering of such securities
(other than a registration relating solely to the sale of

                                       5
<PAGE>

securities to participants in a Company stock plan, a registration relating to a
corporate  reorganization  or other  transaction  under  Rule 145 of the Act,  a
registration  on  any  form  which  does  not  include  substantially  the  same
information  as would be required to be  included  in a  registration  statement
covering the sale of the securities  underlying the Warrant or a registration in
which the only Common  Stock being  registered  is Common  Stock  issuable  upon
conversion  of debt  securities  which are also being  registered),  the Company
shall,  at  such  time,   promptly  give  the  Holder  written  notice  of  such
registration.  Upon the written  request of the Holder given within  twenty (20)
days after mailing of such notice by the Company in accordance  with Section 12,
the  Company  shall  use its  commercially  reasonable  efforts  to  cause to be
registered  under  the  Act all of the  Warrant  Shares  that  such  Holder  has
requested to be registered.  This right shall  terminate as to any Holder on the
earlier of (i) such  earlier  time at which all  securities  held by such Holder
(and any affiliate of the Holder with whom such Holder must  aggregate its sales
under Rule 144) can be sold in any three (3) month period with  registration  in
compliance   with  Rule  144  of  the  Act,  and  (ii)  in  connection   with  a
Reorganization Event, the filing of a registration  statement on Form S-4 of the
shares of common stock that may be issued by the  registering  corporation  (the
"Acquiring  Company")  pursuant to a  Reorganization  Event,  provided that such
registration  statement  include shares of the Acquiring  Company's common stock
that may be  issued  pursuant  to a  Reorganization  Event  for  Warrant  Shares
outstanding  prior  to  the  date  of the  Reorganization  Event;  and no  other
registration  statement  shall be  required  to be filed by the  Company  or the
Acquiring  Company  with  respect to any Warrant  Shares that are not  purchased
prior to such Reorganization Event. In connection with any offering involving an
underwriting of shares of the Company's  capital stock, the Company shall not be
required  under this  Section 8 to include any Holder's  Warrant  Shares in such
underwriting  unless such Holder accepts the terms of the underwriting as agreed
upon  between the Company and the  underwriters  selected by it and then only in
such quantity as the  underwriters  determine in their sole  discretion will not
jeopardize the success of the offering by the Company.

         9.  Representations  and Warranties of the Company.  The Company hereby
represents  and  warrants to the initial  Holder as of the date of  execution of
this Warrant as follows:

                  (a) The  Company  is a  corporation  duly  organized,  validly
existing and in good  standing  under the laws of the State of  California.  The
Company has all requisite  corporate  power and authority to execute and deliver
this Warrant and to perform its obligations hereunder.

                  (b)  This  Warrant  has been  duly  authorized,  executed  and
delivered  by the  Company,  and  constitutes  its  valid  and  legally  binding
obligation,  enforceable  in accordance  with its terms except (i) as limited by
any applicable bankruptcy,  insolvency,  reorganization,  moratorium,  and other
laws  of  general  application   affecting   enforcement  of  creditors'  rights
generally,  and (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies.

         10.  Representations  and  Warranties  of  Holder.  The  Holder  hereby
represents  and  warrants  to the  Company as of the date of  execution  of this
Warrant as follows:

                  (a) Purchase for Own Account. The Holder represents that it is
acquiring this Warrant and the Warrant Shares  (collectively,  the "Securities")
solely for investment for such

                                       6
<PAGE>

Holder's  own  account  not as a nominee  or  agent,  and not with a view to the
resale or distribution of any part thereof,  and that such Holder has no present
intention of selling,  granting any participation in, or otherwise  distributing
the  same.  The  acquisition  by  such  Holder  of any of the  Securities  shall
constitute  confirmation of the  representation  by such Holder that such Holder
does not have any  contract,  undertaking,  agreement  or  arrangement  with any
person to sell, transfer or grant  participations to such person or to any third
person, with respect to any of the Securities.

                  (b) Access to Information.  The Holder  represents that it has
been  furnished or afforded  access to information  describing the Company,  the
terms of an investment in the Company,  the Company's  past,  present and future
activities  and other matters the Holder has deemed  relevant to its  investment
decision.  The Holder further  represents  that it has had an opportunity to ask
questions  and  receive  answers  from  the  Company  regarding  the  terms  and
conditions  of the  offering of the  Securities  and the  business,  properties,
prospects and financial condition of the Company.

                  (c) Accredited  Investor.  The Holder represents that it is an
"accredited  investor" within the meaning of Securities and Exchange  Commission
("SEC") Rule 501 of Regulation D, as presently in effect.

                  (d) Restrictions on Transfer. The Holder acknowledges that the
Warrant Shares must be held indefinitely  unless  subsequently  registered under
the Act or the  Company  receives  an  opinion of  counsel  satisfactory  to the
Company that such  registration  is not  required.  The Holder is aware that the
Securities may not be sold pursuant to Rule 144 promulgated under the Securities
Act  unless  all  conditions  of Rule  144 are  satisfied.  The  Holder  further
acknowledges  and understands that the Company may not be satisfying the current
public information requirement of Rule 144 at the time the Holder wishes to sell
the Warrant Shares;  and, if so, the Holder would be precluded from selling such
Warrant  Shares under Rule 144 even if the one year minimum  holding  period has
been satisfied.

         11.  Modification and Waiver. Any term of this Warrant and all Warrants
issued  pursuant to the Agreement may be amended and the  observance of any term
of this Warrant and all Warrants  issued pursuant to the Agreement may be waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively),  only with the written consent of the Company and the holders of
Warrants  representing  at least a majority of the  aggregate  number of Warrant
Shares issuable upon exercise of all outstanding Warrants issued pursuant to the
Agreement.  Any amendment or waiver  effected in accordance  with this paragraph
shall be binding  upon the  Company,  the Holder and the holders of all Warrants
issued pursuant to the Agreement.

         12. Notices.  Except as may be otherwise  provided herein, all notices,
requests,  waivers and other  communications made pursuant to this Warrant shall
be in writing and shall be conclusively  deemed to have been duly given (a) when
hand delivered to the other party;  (b) when sent by facsimile to the number set
forth below if sent between 8:00 a.m. and 5:00 p.m.  recipient's local time on a
business day, or on the next business day if sent by facsimile to the number set
forth below if sent other than between 8:00 a.m. and 5:00 p.m. recipient's local
time on a business  day; (c) three  business days after deposit in the U.S. mail
with first class or

                                       7
<PAGE>

certified  mail receipt  requested  postage  prepaid and  addressed to the other
party at the address set forth below; or (d) the next business day after deposit
with a national  overnight delivery service,  postage prepaid,  addressed to the
parties as set forth below with next business day delivery guaranteed,  provided
that the sending  party  receives a  confirmation  of delivery from the delivery
service  provider.  Each person  making a  communication  hereunder by facsimile
shall promptly confirm by telephone to the person to whom such communication was
addressed each  communication  made by it by facsimile  pursuant  hereto but the
absence  of  such  confirmation  shall  not  affect  the  validity  of any  such
communication.  A party may change or supplement the addresses  given above,  or
designate  additional  addresses,  for  purposes of this Section 9 by giving the
other party written notice of the new address in the manner set forth above. The
addresses for the parties are as follows:

                                    For the Company:

                                    Cylink Corporation
                                    3131 Jay Street
                                    Santa Clara, CA 95054
                                    Fax: (408) 855-6106

                                    For the Holder:

                                    Orchard Gateway Investors, LLC
                                    2262 North First Street
                                    San Jose, CA 95131
                                    Fax: (408) 922-0157

         13.  Successors  and Assigns.  The terms and provisions of this Warrant
shall inure to the benefit of, and be binding  upon,  the Company and the Holder
hereof and their respective successors and assigns.

         14.  Titles  and  Subtitles;  Governing  Law;  Venue.  The  titles  and
subtitles used in this Warrant are used for  convenience  only and are not to be
considered in construing or interpreting  this Agreement.  This Warrant is to be
construed in  accordance  with and governed by the internal laws of the State of
California  without giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction  other than the internal laws of the
State of California to the rights and duties of the Company and the Holder.  All
disputes and  controversies  arising out of or in  connection  with this Warrant
shall be resolved  exclusively  by the state and federal courts located in Santa
Clara County in the State of California,  and each of the Company and the Holder
hereto agrees to submit to the jurisdiction of said courts and agrees that venue
shall lie exclusively with such courts.

                                       8
<PAGE>

         IN WITNESS WHEREOF, the Company and the initial Holder have caused this
Warrant to be duly executed by their  officers,  thereunto duly authorized as of
this 30th day of October, 2002.


                                         CYLINK CORPORATION

                                         By: ___________________________________
                                             R. Christopher Chillingworth, CFO


                                         HOLDER

                                         Orchard Gateway Investors, LLC

                                         By: /s/ Michael Biggar
                                             -----------------------------------
                                               Michael Biggar
                                         Its:  Managing Member

                                       9
<PAGE>

                                  EXERCISE FORM

                  (To be signed only upon exercise of Warrant)

To: _____________________


     The  undersigned,  the holder of a right to purchase shares of Common Stock
of CYLINK  CORPORATION  (the  "Company")  pursuant  to that  certain  Warrant to
Purchase Shares of Cylink Corporation (the "Warrant"),  dated as of____________,
2002,  hereby  irrevocably  elects to exercise the purchase right represented by
such Warrant for, and to purchase thereunder,  _______________________  (shares)
of Common  Stock of the  Company  and  herewith  makes  payment of  ____________
Dollars ($___________) therefor by the following method:

(Check one of the following)

            (check if applicable)      The  undersigned  hereby  elects  to make
                                       payment   of    ______________    Dollars
                                       ($___________) therefor in cash.

            (check if applicable)      The  undersigned  hereby  elects  to make
                                       payment for the aggregate  exercise price
                                       of this  exercise  using the Net Issuance
                                       method  pursuant  to  Section  2  of  the
                                       Warrant.

     The undersigned represents that it is acquiring such securities for its own
account for investment and not with a view to or for sale in connection with any
distribution  thereof  and in order to induce the  issuance  of such  securities
makes to the Company,  as of the date hereof, the representations and warranties
set forth in Section 10 of the Warrant.


DATED:

                                                    [name of Holder]

                                                     By: _______________________
                                                     Name: _____________________
                                                     Its:_______________________

                                       10
<PAGE>

                             WARRANT ASSIGNMENT FORM


     FOR   VALUE   RECEIVED,   the   undersigned,   ____________________________
("Assignor"), hereby sells, assigns and transfers unto

     Name:         ___________________________________________ ("Assignee")
                   (Please type or print in block letters)

     Address:      ___________________________________________

                   ___________________________________________

                   ___________________________________________


This  Warrant  and all rights  evidenced  thereby  and does  hereby  irrevocably
constitute  and  appoint  the Company  and any of its  officers,  secretary,  or
assistant secretaries, as attorneys-in-fact to transfer the same on the books of
the Company, with full power of substitution in the premises.

Date: ______________________              ______________________________________
                                          Name of Holder:
                                          Title:



In the presence of: ______________________________


Note: The signature of this Warrant Assignment must correspond to the name as it
appears on the face of this Warrant.  Officers of corporations  and those acting
in a fiduciary or other  representative  capacity should file proper evidence of
authority to assign the foregoing.

                                       11
<PAGE>

                                 ACKNOWLEDGMENT


To: [name of Holder]

     The  undersigned   hereby   acknowledges   that  as  of  the  date  hereof,
___________________________________________ (_________________) shares of Common
Stock  remain  subject  to the right of  purchase  in favor of [name of  Holder]
pursuant to that certain Warrant to Purchase Common Stock of Cylink Corporation,
dated as of _________________, 2002.

DATED: __________________________



                                            CYLINK CORPORATION

                                            By: ______________________________

                                            Name: ____________________________

                                            Its: _____________________________

                                       12

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