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Cisco Systems to Acquire TGV Software, Inc.

SAN JOSE, Calif., January 23, 1996 - Cisco Systems Inc. today announced anagreement to acquire TGV SoftwareInc. (NASDAQ: TGVI), a leading supplier ofInternet software products that enable connectivity between disparatecomputer systems over local area, enterprise-wide and global computingnetworks. The acquisition extends Cisco's software product line to includenetwork applications and services which are used to build corporateintranets and support the growing global Internet and World Wide Web.TGV's management, employees and product line will become part of Cisco'sInternet Business Unit.

Cisco will acquire TGV in a stock swap in which shares of Cisco stock will beexchanged for all outstanding shares, options and warrants of TGV. Under theterms of the agreement, one (1) share of Cisco common stock will be exchangedfor every five (5) outstanding shares of TGV common stock. The transactionwill be accounted for as a pooling of interests. The closing price of Ciscocommon stock on January 23, 1996 was $77.875 per share, giving thetransaction an approximate value of $115 million. The transaction isexpected to be completed by the close of March 1996, and is subject tovarious conditions, including clearance under the Hart-Scott-RodinoAntitrust Act and approval by TGV stockholders.

"Our customers are looking for additional support for TCP/IP trafficthroughout the enterprise and TGV offers value-added software capable ofdelivering valuable applications and services," said John Chambers,president and CEO of Cisco Systems. "Users also want to further leveragethe native intelligence of their intranets. We plan to open up key areasof TGV MultiNet software interoperability for application-level advances inareas including multimedia," added Chambers.

"Bringing TGV and Cisco together gives our customers a single enterprise-widenetworking solution," said Craig Conway, president and CEO of TGV Software."We can offer network managers superior network application and services tobuild corporate intranets and utilize the worldwide Internet. At the sametime, consumer network users will benefit from better integration ofTCP/IP technology into their network equipment," added Conway.

For enhanced application support, Cisco will integrate value-added linksbetween TGV software and Cisco'sInternetwork Operating System (CiscoIOS(tm)) software. Cisco IOS software is a sophisticated networkingsoftware suite, that ensures robust, reliable internetworks by supportingboth LAN and WAN protocols, optimizing WAN services and controllinginternetwork access. TGV's innovative MultiNet TCP/IP software isoptimized for UNIX, DEC and Windows environments to provide users withvalue-added application support, including electronic mail, tape backupcapabilities, file transfer, load balancing and print services. Additionalbenefits of TGV MultiNet software include server-based centralizedadministration and management of network operations, includingPoint-to-Point Protocol (PPP) dial-up support and simpler IP addressassignment with Dynamic Host Configuration Protocol (DHCP) and BootP.

TGV Software, Inc. employs more than 130 people and is headquartered in SantaCruz, California. The company develops, markets and supports TCP/IPinternetworking software products which enable connectivity between disparatecomputer systems over local area, enterprise-wide and global computingnetworks. TGV's principal product line is marketed under the name ofMultiNet. MultiNet for Windows integrates a robust suite of TCP/IPapplications including a 32-bit VxD kernel, NFS client, FTP client andserver, VT100-320 and TN3270 emulations, network printing, Pronto Mail V2.0electronic mail, Enhanced Mosaic V2.1 web browser and network diagnostics.

Cisco Systems (NASDAQ: CSCO) is the leading globalsupplier of internetworking solutions, including routers, LAN and ATM switches, dial-up access servers and network management software. These products, integrated by the Cisco IOS(tm) software, linkgeographically dispersed LANs, WANs andIBM networks. Cisco news and product/service information are available atWorld Wide Web site http://www.cisco.com/. Cisco is headquartered in SanJose, Calif.

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