SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

TrueTime, Inc.

(Name of Issuer)

Common Stock, par value $.001

(Title of Class of Securities)

897868-10-5

(CUSIP Number)

William Slater

Chief Financial Officer

Symmetricom, Inc.

2300 Orchard Parkway

San Jose, CA 95131

(408) 433-0910

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications)

With a copy to:

Richard Bebb, Esq.

Pillsbury Winthrop LLP

2550 Hanover Street

Palo Alto, CA 94304

Tel: (650) 233-4500

April 29, 2002

(Date of Event which Requires Filing of Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following page(s))

1

CUSIP No. 380198-10-1
1	NAMES OF REPORTING PERSONS:			Symmetricom, Inc.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:			94-3343279
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
				(a) [__]
				(b) [__]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)			WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			[__]
6	CITIZENSHIP OR PLACE OF ORGANIZATION			Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER	2,507,475
		8	SHARED VOTING POWER	None
		9	SOLE DISPOSITIVE POWER	None
		10	SHARED DISPOSITIVE POWER	None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON			2,507,475
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[__]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)			42.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)			CO

2

Item 1.     Security and Issuer.

This Schedule 13D relates to the shares of common stock, $0.01 par value per share (the “TrueTime Common Stock”) of TrueTime, Inc., a Delaware corporation (“TrueTime”). The principal executive offices of TrueTime are located at 3750 Westwind Boulevard, Santa Rosa, CA 95403.

Item 2.    Identity and Background.

This Schedule 13D is being filed by Symmetricom, Inc., a Delaware corporation (“Symmetricom”). The principal offices of Symmetricom are located at 2300 Orchard Parkway, San Jose 95131. Symmetricom designs, manufactures and markets products for the global telecommunications industry.

(d)-(e) During the last five years, Symmetricom has not been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 3.    Source and Amount of Funds or Other Consideration.

As more fully described in Item 4 of this Schedule 13D, certain affiliates of TrueTime have entered into support agreements with Symmetricom whereby each commits to vote his, her or its shares of TrueTime Common Stock in favor of a proposed merger pursuant to which TrueTime would become a wholly owned subsidiary of Symmetricom. Under the Agreement and Plan of Merger between Symmetricom and TrueTime, dated as of March 27, 2002 (the “Merger Agreement”), upon completion of the transaction, Symmetricom would issue 2,600,000 shares of its common stock and pay an aggregate of $5,000,000 (subject to reduction depending on transaction expenses) in exchange for 100% of the shares of TrueTime Common Stock outstanding. It is currently anticipated that cash consideration would be provided from Symmetricom’s working capital.

Item 4.    Purpose of Transaction.

Symmetricom and TrueTime entered into an Agreement and Plan of Merger, dated as of March 27, 2002, with respect to the merger of a wholly-owned subsidiary of Symmetricom (the “Merger Subsidiary”) with and into TrueTime as provided for in the Merger Agreement (the “Merger”). In the Merger, each outstanding share of TrueTime Common Stock will be converted into, and exchanged for, 0.43697 of a share of Symmetricom common stock, par value $0.001 per share, and $0.84. The cash portion of the consideration is subject to downward adjustment depending on TrueTime’s Merger transaction costs. As a result of the Merger, and if it is consummated, TrueTime will become a wholly-owned subsidiary of Symmetricom, and TrueTime’s board of directors will consist of the directors of the Merger Subsidiary immediately prior to the effective time of the Merger. If the Merger is completed, the TrueTime Common Stock would be delisted from the Nasdaq National Market and Symmetricom would seek to terminate the registration of the TrueTime Common Stock under 12(g) of the Securities Exchange Act of 1934. The Merger is subject to approval by the holders of a majority of TrueTime Common Stock outstanding, and other conditions precedent.

In connection with the proposed merger, the executive officers and directors TrueTime, and TrueTime affiliate Oyo Corporation USA, entered into Support Agreements (the “Support Agreements”) with Symmetricom, which Support Agreements were delivered to and subsequently accepted by Symmetricom on or about April 29, 2002. Pursuant to the Support Agreements, each Oyo Corporation and the executive officers and directors of TrueTime agreed to vote his, her or its shares of TrueTime Common Stock in favor of the Merger. Collectively, the parties entering into Support Agreements with Symmetricom beneficially own approximately 42.1% of the TrueTime Common Stock. The Support Agreements terminate upon the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (ii) such date and time as the Merger Agreement shall have been terminated without consummation of the Merger consistent with its terms and provisions.

The foregoing descriptions of the Merger Agreement and Support Agreements are qualified in their entirety by the full text of such Merger Agreement and the Support Agreements which are incorporated herein by reference.

3

The Merger Agreement is incorporated by reference to Symmetricom’s current report on Form 8-K filed filed with the Securities and Exchange Commission on April 1, 2002.

(a)—(j) None.

Item 5.    Interest in Securities of TrueTime.

(a)        Symmetricom by reason of the Support Agreements has the contractual right solely to direct the vote of 2,507,475 shares of TrueTime Common Stock in favor of the Merger, plus such right to direct the vote in this limited respect as to such additional shares, if any, of TrueTime Common Stock as may be subsequently acquired prior to such vote, by the following signatories to Support Agreements: Oyo Corporation USA, Charles H. Still, Saturo Ohya, Katsuhiko Kobayashi, Haresh C. Shah, Elizabeth A. Withers, John E. Dutil, John M. Hirsekorn, and Charles J. Abbe. In the event the anticipated vote on the Merger by the holders of TrueTime Common Stock proceeds, these 2,507,475 shares would represent approximately forty two percent (42%) of the outstanding shares of TrueTime Common Stock. The calculation of percentage of beneficial ownership was derived from TrueTime’s Form 10-Q, filed with the Commission on May 17, 2002, in which TrueTime stated that the number of shares of Common Stock outstanding as of May 8, 2002 was 5,950,000. Symmetricom holds no dispositive power or other voting rights over or with regard to the TrueTime Common Stock subject to the Support Agreement.

As of the date of this filing, neither Symmetricom nor, to the knowledge of Symmetricom, any of its directors or executive officers beneficially owns any shares of TrueTime Common Stock.

(b)        If the event of a vote on the Merger by the holders of TrueTime Common Stock proceeds, Symmetricom holds a contractual right to direct the vote of 2,507,475 shares in favor of the merger, plus such additional shares as any of the signatories to Support Agreements may subsequently acquire. Symmetricom holds no dispositive powers or other voting rights with regard to such shares, or any other shares of TrueTime Common Stock. Symmetricom disclaims beneficial ownership of the shares of TrueTime Common Stock owned by Oyo Corporation USA, Charles H. Still, Katsuhiko Kobayashi, Haresh C. Shah, Elizabeth A. Withers, John E. Dutil, John M. Hirsekorn, and Charles J. Abbe.

(c) None.

(d) Not applicable.

(e) Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of TrueTime.

Except as set forth in response to Items 3, 4 and 5 hereof, neither Symmetricom nor, to the knowledge of Symmetricom, any of its directors or executive officers, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of TrueTime, including, but not limited to, transfer or voting of any securities of Symmetricom, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding or proxies.

Item 7.    Material to be Filed as Exhibits.

Exhibit 1	Agreement and Plan of Merger among TrueTime, Inc., Sco-TRT Acquisition Corp. and Symmetricom, Inc., dated as of March 27, 2002 (incorporated by reference to Exhibit 2.1 to Symmetricom, Inc.’s current report on Form 8-K (filed with the Securities and Exchange Commission on April 1, 2002).
Exhibit 2	Support Agreement, by and between Oyo Corporation USA and Symmetricom, Inc. Filed herewith.
Exhibit 3	Support Agreement by and between Charles H. Still and Symmetricom, Inc. Filed herewith.

4

Exhibit 4	Support Agreement by and between Saturo Ohya and Symmetricom, Inc. Filed herewith.
Exhibit 5	Support Agreement by and between Katushiko Kobayashi and Symmetricom, Inc. Filed herewith.
Exhibit 6	Support Agreement by and between Haresh C. Shah and Symmetricom, Inc. Filed herewith.
Exhibit 7	Support Agreement by and between Elizabeth A. Withers and Symmetricom, Inc. Filed herewith.
Exhibit 8	Support Agreement by and between John E. Dutil and Symmetricom, Inc. Filed herewith.
Exhibit 9	Support Agreement by and between John M Hirsekorn and Symmetricom, Inc. Filed herewith.
Exhibit 10	Support Agreement by and between Charles J. Abbe and Symmetricom, Inc. Filed herewith.

5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of May 23, 2002.

/s/    WILLIAM SLATER        

William Slater

Symmetricom, Inc.

Chief Financial Officer

6

APPENDIX A

Directors and Executive Officers

The following table sets forth the name, business address and present principal occupation or employment of each of the directors and executive officers of Symmetricom, Inc. (“Symmetricom”). To the knowledge of Symmetricom, each director and executive officers listed below is a United States citizen.

Name	Principal Occupation	Name, Principal Business and Address of Corporation
Robert T. Clarkson	Director of Symmetricom; independent consultant and investor	Symmetricom, Inc. 2300 Orchard Parkway San Jose, CA 95131
Anthony A. Lavia	Executive Vice President and General Manager, Broadband Access Division	Symmetricom, Inc. 2300 Orchard Parkway San Jose, CA 95131
Robert M. Neumeister	Director of Symmetricom; independent consultant to telecommunications companies	Symmetricom, Inc. 2300 Orchard Parkway San Jose, CA 95131
Richard W. Oliver	Chairman of the Board of Symmetricom; Chief Executive Officer of American Graduate School of Management and Professor of Management, Vanderbilt University	Symmetricom, Inc. 2300 Orchard Parkway San Jose, CA 95131
Dale A. Pelletier	Senior Vice President Operations	Symmetricom, Inc. 2300 Orchard Parkway San Jose, CA 95131
Krish A. Prabhu	Director of Symmetricom; Venture Partner, Morganthaler Ventures	Symmetricom, Inc. 2300 Orchard Parkway San Jose, CA 95131
William Slater	Chief Financial Officer	Symmetricom, Inc. 2300 Orchard Parkway San Jose, CA 95131
Richard A. Snyder	Director of Symmetricom; Chairman, President and Chief Executive Officer of Forgent Corporation	Symmetricom, Inc. 2300 Orchard Parkway San Jose, CA 95131
Thomas W. Steipp	President, Chief Executive Officer and Director	Symmetricom, Inc. 2300 Orchard Parkway San Jose, CA 95131
Frederick B. Stroupe	Executive Vice President, General Manager	Symmetricom, Inc. 2300 Orchard Parkway San Jose, CA 95131

7

EX-2

Exhibit 2

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into effective as of April 2, 2002, between SYMMETRICOM, INC. a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of TrueTime, Inc. a Delaware corporation (the “Company”).

RECITALS:

A.    Concurrently with the execution of this Agreement, Parent and the Company are entering into an Agreement and Plan of Merger dated as of April 2, 2002 (the “Merger Agreement”), by and among Parent, the Company and SCO-TRT Acquisition, Inc. (the “Merger Subsidiary”) pursuant to which the Merger Subsidiary shall be merged with and into the Company (the “Merger”), whereupon the separate existence of the Merger Subsidiary shall cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger, the shares of Company Common Stock will be converted into the right to receive cash and Parent Common Stock, par value $0.001, on the basis described in the Merger Agreement. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.

B.    The Stockholder is the record holder and beneficial owner of such number of shares of the outstanding capital stock of the Company as is indicated on the final page of this Agreement (the “Shares”).

C.    As a material inducement to enter into the Merger Agreement and/or consummate the Merger, Parent desires the Stockholder to agree, and the Stockholder is willing to agree (i) to vote the Shares and any other such shares of capital stock of the Company hereafter acquired by Stockholder so as to facilitate consummation of the Merger and (ii) not to engage in certain solicitation activities.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.    Agreement to Vote Shares; Additional Purchases.

1.1    Agreement to Vote Shares.    Subject to the terms and conditions of this Agreement, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Stockholder shall vote or cause to be voted the Shares and any New Shares (as hereinafter defined) (a) in favor of (i) approval of the Merger Agreement and the Merger, (ii) any matter that could reasonably be expected to facilitate the Merger and (b) against any matter that could reasonably be expected to hinder, impede or delay the consummation of the Merger.

1.2    Additional Share Purchases.    Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership (“New Shares”) after the execution of this Agreement

1

and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

2.    Representations and Warranties of the Stockholder.    Stockholder represents and warrants that Stockholder (a) is the record and beneficial owner of and has the sole right to vote the Shares, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances other than that Stock Purchase (Call) Option Agreement dated as of December 16, 1999 between Stockholder and Ernest M. Hall, Jr. applicable to 140,000 of Stockholder’s shares, (b) does not own, either beneficially or of record, any shares of capital stock of the Company other than the Shares (excluding (i) shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law and (ii) shares which Stockholder has the right to acquire pursuant to options granted to Stockholder by the Company) and (c) has full power and authority to make, enter into and carry out the terms of this Agreement.

3.    Additional Documents.    Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent or Company, as the case may be, to carry out the intent of this Agreement.

4.    No Solicitation.    Until the earlier of the Effective Time and the date of termination of the Merger Agreement pursuant to the provisions of Article 9 thereof, Stockholder will not take, nor will Stockholder permit any of Stockholder’s officers, directors, employees, stockholders, attorneys, investment advisors, agents, representatives, or affiliates (collectively, “Representatives”) to (directly or indirectly), take any of the following actions with any Person other than Parent and its designees: (a) solicit, encourage, initiate, entertain, review or encourage any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer, indication of interest or proposal, oral, written or otherwise, formal or informal with respect to any possible business combination with the Company or a Company Acquisition Proposal (a “Competing Proposed Transaction”) (b) provide information not customarily disclosed consistent with the Company’s past practices with respect to the Company or any of its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized) to any Person, other than Parent, relating to (or which the Stockholder or any of the Stockholder’s Representatives believes or should reasonably know would be used for the purpose of formulating an offer, indication of interest or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Competing Proposed Transaction with the Company or any Subsidiary of the Company (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (c) agree to enter into a Contract with any Person, other than Parent, providing for, or approve a Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than by Parent, or (e) authorize or permit any of the Stockholder’s Representatives to take any such action. The Stockholder shall immediately cease and cause to be terminated any such contacts or negotiations between the Stockholder or any of the Stockholder’s Representatives with any Person relating to any such Competing Proposed Transaction. In addition to the foregoing, if

2

Stockholder receives prior to the Effective Time or the termination of the Merger Agreement any offer, indication of interest or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, the Stockholder shall immediately notify Parent, such notice to include the identity of the Person or Persons making such offer, indication of interest or proposal, and will keep Parent apprised on a current basis of the status of any such offer, indication of interest or proposal and of any modifications to the terms thereof; provided, however, that nothing in this Agreement shall prevent a Stockholder, or a Stockholder’s Representative, who is a member of the Company’s Board of Director from engaging in activity in connection with a Superior Proposal permitted pursuant Section 6.2 of the Merger Agreement. Each the Stockholder and Parent acknowledge that this Section 4 was a significant inducement for Parent to enter into the Merger Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to be paid to the stockholders of the Company in the Merger or (ii) a failure to induce Parent to enter into the Merger Agreement.

5.    Termination.    This Agreement (other than Section 7, which shall survive indefinitely, shall terminate and shall have no further force or effect as of the earlier to occur of (a) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (b) such date and time as the Merger Agreement shall have been terminated pursuant to Article 9 thereof (the earlier to occur of (a) and (b) is referred to herein as the “Expiration Date”).

6.    Miscellaneous.

6.1    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.2    Binding Effect and Assignment.    This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties hereto without prior written consent of the other party hereto; the foregoing notwithstanding the parties agree that Stockholder will not sell, transfer, encumber or assign (“Transfer”) its Shares, or some portion thereof, in a private transaction except where the transferee agrees in writing for Parent’s express benefit to be bound by, and subject to this Agreement, in which case Parent shall be deemed to have consented to such Transfer.

6.3    Amendments and Modification.    This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

6.4    Specific Performance; Injunctive Relief.    The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such

3

violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

6.5    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered by hand in person, by electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, or by express overnight courier (prepaid) to the respective parties as follows:

If to Parent:	Parent
	2300 Orchard Parkway
	San Jose, CA 95131
	Attn: Chief Executive Officer
	Facsimile: (408) 428 7896
with a copy to:	Pillsbury Winthrop LLP
	2550 Hanover Street
	Palo Alto, CA 94304
	Attn: Richard Bebb
	Facsimile: (650) 233-4545
If to Stockholder:	To the address for notice set forth on the last page hereof.
	With a copy (which shall not constitute notice) to:
	Fulbright & Jaworski L.L.P.
	1301 McKinney, Suite 5100
	Houston, Texas 77010-3095
	Attn: Arthur H. Rogers
	Facsimile: (713) 651-5246

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

6.6    Governing Law.    This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware (without regard to the principles of conflict of laws thereof or of any other jurisdiction).

6.7    Entire Agreement.    This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

6.8    Legal Counsel.    Stockholder acknowledges that he or it has been advised to, and has had the opportunity to consult with his or its personal attorney prior to entering into this Agreement.

4

6.9    Agreement Negotiated.    The form of this Agreement has been negotiated by or on behalf of Parent and the Company, each of which was represented by attorneys who have carefully negotiated the provisions hereof. Stockholder acknowledges that he or it has been advised to, and has had the opportunity to, consult with his or its personal attorney prior to entering into this Agreement. As a consequence, Parent and Stockholder do not believe that any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore waive its effects.

6.10    Counterparts.    This Agreement may be executed by facsimile and in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

6.11    Effect of Headings.    The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

6.12    Legends.    Any stock certificates representing the Shares or the New Shares shall be legended at the request of Parent to reflect the voting agreement.

IN WITNESS WHEREOF, the parties have caused this Support Agreement to be duly executed on the date and year first above written.

SYMMETRICOM, INC.
By:	/s/    THOMAS W. STEIPP
Name:	Thomas W. Steipp
Title:	Chief Executive Officer

STOCKHOLDER: OYO CORPORATION USA
By:	/s/    ERNEST M. HALL, JR.
Name:	Ernest M. Hall, Jr.
Title:

Number of Shares of the Company Beneficially Held by Stockholder:
Common Stock:	2,500,000

5

EX-3

Exhibit 3

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into effective as of April 2, 2002, between SYMMETRICOM, INC. a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of TrueTime, Inc. a Delaware corporation (the “Company”).

RECITALS:

A.    Concurrently with the execution of this Agreement, Parent and the Company are entering into an Agreement and Plan of Merger dated as of April 2, 2002 (the “Merger Agreement”), by and among Parent, the Company and SCO-TRT Acquisition, Inc. (the “Merger Subsidiary”) pursuant to which the Merger Subsidiary shall be merged with and into the Company (the “Merger”), whereupon the separate existence of the Merger Subsidiary shall cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger, the shares of Company Common Stock will be converted into the right to receive cash and Parent Common Stock, par value $0.001, on the basis described in the Merger Agreement. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.

B.    The Stockholder is the record holder and beneficial owner of such number of shares of the outstanding capital stock of the Company as is indicated on the final page of this Agreement (the “Shares”).

C.    As a material inducement to enter into the Merger Agreement and/or consummate the Merger, Parent desires the Stockholder to agree, and the Stockholder is willing to agree (i) to vote the Shares and any other such shares of capital stock of the Company hereafter acquired by Stockholder so as to facilitate consummation of the Merger and (ii) not to engage in certain solicitation activities.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.    Agreement to Vote Shares; Additional Purchases.

1.1    Agreement to Vote Shares.    Subject to the terms and conditions of this Agreement, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Stockholder shall vote or cause to be voted the Shares and any New Shares (as hereinafter defined) (a) in favor of (i) approval of the Merger Agreement and the Merger, (ii) any matter that could reasonably be expected to facilitate the Merger and (b) against any matter that could reasonably be expected to hinder, impede or delay the consummation of the Merger.

1.2    Additional Share Purchases.    Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership (“New Shares”) after the execution of this Agreement

1

and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

2.    Representations and Warranties of the Stockholder.    Stockholder represents and warrants that Stockholder (a) is the record and beneficial owner of and has the sole right to vote the Shares, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances other than that Stock Purchase (Call) Option Agreement dated as of December 16, 1999 between Stockholder and Ernest M. Hall, Jr. applicable to 140,000 of Stockholder’s shares, (b) does not own, either beneficially or of record, any shares of capital stock of the Company other than the Shares (excluding (i) shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law and (ii) shares which Stockholder has the right to acquire pursuant to options granted to Stockholder by the Company) and (c) has full power and authority to make, enter into and carry out the terms of this Agreement.

3.    Additional Documents.    Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent or Company, as the case may be, to carry out the intent of this Agreement.

4.    No Solicitation.    Until the earlier of the Effective Time and the date of termination of the Merger Agreement pursuant to the provisions of Article 9 thereof, Stockholder will not take, nor will Stockholder permit any of Stockholder’s officers, directors, employees, stockholders, attorneys, investment advisors, agents, representatives, or affiliates (collectively, “Representatives”) to (directly or indirectly), take any of the following actions with any Person other than Parent and its designees: (a) solicit, encourage, initiate, entertain, review or encourage any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer, indication of interest or proposal, oral, written or otherwise, formal or informal with respect to any possible business combination with the Company or a Company Acquisition Proposal (a “Competing Proposed Transaction”) (b) provide information not customarily disclosed consistent with the Company’s past practices with respect to the Company or any of its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized) to any Person, other than Parent, relating to (or which the Stockholder or any of the Stockholder’s Representatives believes or should reasonably know would be used for the purpose of formulating an offer, indication of interest or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Competing Proposed Transaction with the Company or any Subsidiary of the Company (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (c) agree to enter into a Contract with any Person, other than Parent, providing for, or approve a Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than by Parent, or (e) authorize or permit any of the Stockholder’s Representatives to take any such action. The Stockholder shall immediately cease and cause to be terminated any such contacts or negotiations between the Stockholder or any of the Stockholder’s Representatives with any Person relating to any such Competing Proposed Transaction. In addition to the foregoing, if

2

Stockholder receives prior to the Effective Time or the termination of the Merger Agreement any offer, indication of interest or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, the Stockholder shall immediately notify Parent, such notice to include the identity of the Person or Persons making such offer, indication of interest or proposal, and will keep Parent apprised on a current basis of the status of any such offer, indication of interest or proposal and of any modifications to the terms thereof; provided, however, that nothing in this Agreement shall prevent a Stockholder, or a Stockholder’s Representative, who is a member of the Company’s Board of Director from engaging in activity in connection with a Superior Proposal permitted pursuant Section 6.2 of the Merger Agreement. Each the Stockholder and Parent acknowledge that this Section 4 was a significant inducement for Parent to enter into the Merger Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to be paid to the stockholders of the Company in the Merger or (ii) a failure to induce Parent to enter into the Merger Agreement.

5.    Termination.    This Agreement (other than Section 7, which shall survive indefinitely, shall terminate and shall have no further force or effect as of the earlier to occur of (a) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (b) such date and time as the Merger Agreement shall have been terminated pursuant to Article 9 thereof (the earlier to occur of (a) and (b) is referred to herein as the “Expiration Date”).

6.    Miscellaneous.

6.1    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.2    Binding Effect and Assignment.    This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties hereto without prior written consent of the other party hereto; the foregoing notwithstanding the parties agree that Stockholder will not sell, transfer, encumber or assign (“Transfer”) its Shares, or some portion thereof, in a private transaction except where the transferee agrees in writing for Parent’s express benefit to be bound by, and subject to this Agreement, in which case Parent shall be deemed to have consented to such Transfer.

6.3    Amendments and Modification.    This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

6.4    Specific Performance; Injunctive Relief.    The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such

3

violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

6.5    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered by hand in person, by electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, or by express overnight courier (prepaid) to the respective parties as follows:

If to Parent: Parent

2300 Orchard Parkway

San Jose, CA 95131

Attn: Chief Executive Officer

Facsimile: (408) 428 7896

with a copy to: Pillsbury Winthrop LLP

2550 Hanover Street

Palo Alto, CA 94304

Attn: Richard Bebb

Facsimile: (650) 233-4545

If to Stockholder: To the address for notice set forth on the last page hereof.

With a copy (which shall not constitute notice) to:

Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010-3095

Attn: Arthur H. Rogers

Facsimile: (713) 651-5246

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

6.6    Governing Law.    This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware (without regard to the principles of conflict of laws thereof or of any other jurisdiction).

6.7    Entire Agreement.    This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

6.8    Legal Counsel.    Stockholder acknowledges that he or it has been advised to, and has had the opportunity to consult with his or its personal attorney prior to entering into this Agreement.

4

6.9    Agreement Negotiated.    The form of this Agreement has been negotiated by or on behalf of Parent and the Company, each of which was represented by attorneys who have carefully negotiated the provisions hereof. Stockholder acknowledges that he or it has been advised to, and has had the opportunity to, consult with his or its personal attorney prior to entering into this Agreement. As a consequence, Parent and Stockholder do not believe that any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore waive its effects.

6.10    Counterparts.    This Agreement may be executed by facsimile and in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

6.11    Effect of Headings.    The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

6.12    Legends.    Any stock certificates representing the Shares or the New Shares shall be legended at the request of Parent to reflect the voting agreement.

IN WITNESS WHEREOF, the parties have caused this Support Agreement to be duly executed on the date and year first above written.

SYMMETRICOM, INC.
By:	/s/     THOMAS W. STEIPP
Name:	Thomas W. Steipp
Title:	Chief Executive Officer

STOCKHOLDER
By:	/s/   CHARLES H. STILL
Name:	Charles H. Still
Title:

Number of Shares of the Company Beneficially Held by Stockholder:
Common Stock:	1,000

5

EX-4

Exhibit 4

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into effective as of April 2, 2002, between SYMMETRICOM, INC. a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of TrueTime, Inc. a Delaware corporation (the “Company”).

RECITALS:

A.    Concurrently with the execution of this Agreement, Parent and the Company are entering into an Agreement and Plan of Merger dated as of April 2, 2002 (the “Merger Agreement”), by and among Parent, the Company and SCO-TRT Acquisition, Inc. (the “Merger Subsidiary”) pursuant to which the Merger Subsidiary shall be merged with and into the Company (the “Merger”), whereupon the separate existence of the Merger Subsidiary shall cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger, the shares of Company Common Stock will be converted into the right to receive cash and Parent Common Stock, par value $0.001, on the basis described in the Merger Agreement. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.

B.    The Stockholder is the record holder and beneficial owner of such number of shares of the outstanding capital stock of the Company as is indicated on the final page of this Agreement (the “Shares”).

C.    As a material inducement to enter into the Merger Agreement and/or consummate the Merger, Parent desires the Stockholder to agree, and the Stockholder is willing to agree (i) to vote the Shares and any other such shares of capital stock of the Company hereafter acquired by Stockholder so as to facilitate consummation of the Merger and (ii) not to engage in certain solicitation activities.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.    Agreement to Vote Shares; Additional Purchases.

1.1    Agreement to Vote Shares.    Subject to the terms and conditions of this Agreement, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Stockholder shall vote or cause to be voted the Shares and any New Shares (as hereinafter defined) (a) in favor of (i) approval of the Merger Agreement and the Merger, (ii) any matter that could reasonably be expected to facilitate the Merger and (b) against any matter that could reasonably be expected to hinder, impede or delay the consummation of the Merger.

1.2    Additional Share Purchases.    Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership (“New Shares”) after the execution of this Agreement

1

and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

2.    Representations and Warranties of the Stockholder.    Stockholder represents and warrants that Stockholder (a) is the record and beneficial owner of and has the sole right to vote the Shares, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances other than that Stock Purchase (Call) Option Agreement dated as of December 16, 1999 between Stockholder and Ernest M. Hall, Jr. applicable to 140,000 of Stockholder’s shares, (b) does not own, either beneficially or of record, any shares of capital stock of the Company other than the Shares (excluding (i) shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law and (ii) shares which Stockholder has the right to acquire pursuant to options granted to Stockholder by the Company) and (c) has full power and authority to make, enter into and carry out the terms of this Agreement.

3.    Additional Documents.    Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent or Company, as the case may be, to carry out the intent of this Agreement.

4.    No Solicitation.    Until the earlier of the Effective Time and the date of termination of the Merger Agreement pursuant to the provisions of Article 9 thereof, Stockholder will not take, nor will Stockholder permit any of Stockholder’s officers, directors, employees, stockholders, attorneys, investment advisors, agents, representatives, or affiliates (collectively, “Representatives”) to (directly or indirectly), take any of the following actions with any Person other than Parent and its designees: (a) solicit, encourage, initiate, entertain, review or encourage any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer, indication of interest or proposal, oral, written or otherwise, formal or informal with respect to any possible business combination with the Company or a Company Acquisition Proposal (a “Competing Proposed Transaction”) (b) provide information not customarily disclosed consistent with the Company’s past practices with respect to the Company or any of its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized) to any Person, other than Parent, relating to (or which the Stockholder or any of the Stockholder’s Representatives believes or should reasonably know would be used for the purpose of formulating an offer, indication of interest or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Competing Proposed Transaction with the Company or any Subsidiary of the Company (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (c) agree to enter into a Contract with any Person, other than Parent, providing for, or approve a Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than by Parent, or (e) authorize or permit any of the Stockholder’s Representatives to take any such action. The Stockholder shall immediately cease and cause to be terminated any such contacts or negotiations between the Stockholder or any of the Stockholder’s Representatives with any Person relating to any such Competing Proposed Transaction. In addition to the foregoing, if

2

Stockholder receives prior to the Effective Time or the termination of the Merger Agreement any offer, indication of interest or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, the Stockholder shall immediately notify Parent, such notice to include the identity of the Person or Persons making such offer, indication of interest or proposal, and will keep Parent apprised on a current basis of the status of any such offer, indication of interest or proposal and of any modifications to the terms thereof; provided, however, that nothing in this Agreement shall prevent a Stockholder, or a Stockholder’s Representative, who is a member of the Company’s Board of Director from engaging in activity in connection with a Superior Proposal permitted pursuant Section 6.2 of the Merger Agreement. Each the Stockholder and Parent acknowledge that this Section 4 was a significant inducement for Parent to enter into the Merger Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to be paid to the stockholders of the Company in the Merger or (ii) a failure to induce Parent to enter into the Merger Agreement.

5.    Termination.    This Agreement (other than Section 7, which shall survive indefinitely, shall terminate and shall have no further force or effect as of the earlier to occur of (a) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (b) such date and time as the Merger Agreement shall have been terminated pursuant to Article 9 thereof (the earlier to occur of (a) and (b) is referred to herein as the “Expiration Date”).

6.    Miscellaneous.

6.1    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.2    Binding Effect and Assignment.    This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties hereto without prior written consent of the other party hereto; the foregoing notwithstanding the parties agree that Stockholder will not sell, transfer, encumber or assign (“Transfer”) its Shares, or some portion thereof, in a private transaction except where the transferee agrees in writing for Parent’s express benefit to be bound by, and subject to this Agreement, in which case Parent shall be deemed to have consented to such Transfer.

6.3    Amendments and Modification.    This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

6.4    Specific Performance; Injunctive Relief.    The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such

3

violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

6.5    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered by hand in person, by electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, or by express overnight courier (prepaid) to the respective parties as follows:

If to Parent: Parent

2300 Orchard Parkway

San Jose, CA 95131

Attn: Chief Executive Officer

Facsimile: (408) 428 7896

with a copy to: Pillsbury Winthrop LLP

2550 Hanover Street

Palo Alto, CA 94304

Attn: Richard Bebb

Facsimile: (650) 233-4545

If to Stockholder: To the address for notice set forth on the last page hereof.

With a copy (which shall not constitute notice) to:

Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010-3095

Attn: Arthur H. Rogers

Facsimile: (713) 651-5246

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

6.6    Governing Law.    This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware (without regard to the principles of conflict of laws thereof or of any other jurisdiction).

6.7    Entire Agreement.    This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

6.8    Legal Counsel.    Stockholder acknowledges that he or it has been advised to, and has had the opportunity to consult with his or its personal attorney prior to entering into this Agreement.

4

6.9    Agreement Negotiated.    The form of this Agreement has been negotiated by or on behalf of Parent and the Company, each of which was represented by attorneys who have carefully negotiated the provisions hereof. Stockholder acknowledges that he or it has been advised to, and has had the opportunity to, consult with his or its personal attorney prior to entering into this Agreement. As a consequence, Parent and Stockholder do not believe that any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore waive its effects.

6.10    Counterparts.    This Agreement may be executed by facsimile and in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

6.11    Effect of Headings.    The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

6.12    Legends.    Any stock certificates representing the Shares or the New Shares shall be legended at the request of Parent to reflect the voting agreement.

IN WITNESS WHEREOF, the parties have caused this Support Agreement to be duly executed on the date and year first above written.

SYMMETRICOM, INC.
By:	/s/    THOMAS W. STEIPP
Name:	Thomas W. Steipp
Title:	Chief Executive Officer
STOCKHOLDER
By:	/s/    SATURO OHYA
Name:	Saturo Ohya
Title:

Number of Shares of the Company Beneficially Held by Stockholder:
Common Stock:	2,500,000

5

EX-5

Exhibit 5

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into effective as of April 2, 2002, between SYMMETRICOM, INC. a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of TrueTime, Inc. a Delaware corporation (the “Company”).

RECITALS:

A.    Concurrently with the execution of this Agreement, Parent and the Company are entering into an Agreement and Plan of Merger dated as of April 2, 2002 (the “Merger Agreement”), by and among Parent, the Company and SCO-TRT Acquisition, Inc. (the “Merger Subsidiary”) pursuant to which the Merger Subsidiary shall be merged with and into the Company (the “Merger”), whereupon the separate existence of the Merger Subsidiary shall cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger, the shares of Company Common Stock will be converted into the right to receive cash and Parent Common Stock, par value $0.001, on the basis described in the Merger Agreement. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.

B.    The Stockholder is the record holder and beneficial owner of such number of shares of the outstanding capital stock of the Company as is indicated on the final page of this Agreement (the “Shares”).

C.    As a material inducement to enter into the Merger Agreement and/or consummate the Merger, Parent desires the Stockholder to agree, and the Stockholder is willing to agree (i) to vote the Shares and any other such shares of capital stock of the Company hereafter acquired by Stockholder so as to facilitate consummation of the Merger and (ii) not to engage in certain solicitation activities.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.    Agreement to Vote Shares; Additional Purchases.

1.1    Agreement to Vote Shares.    Subject to the terms and conditions of this Agreement, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Stockholder shall vote or cause to be voted the Shares and any New Shares (as hereinafter defined) (a) in favor of (i) approval of the Merger Agreement and the Merger, (ii) any matter that could reasonably be expected to facilitate the Merger and (b) against any matter that could reasonably be expected to hinder, impede or delay the consummation of the Merger.

1.2    Additional Share Purchases.    Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership (“New Shares”) after the execution of this Agreement

1

and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

2.    Representations and Warranties of the Stockholder.    Stockholder represents and warrants that Stockholder (a) is the record and beneficial owner of and has the sole right to vote the Shares, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances other than that Stock Purchase (Call) Option Agreement dated as of December 16, 1999 between Stockholder and Ernest M. Hall, Jr. applicable to 140,000 of Stockholder’s shares, (b) does not own, either beneficially or of record, any shares of capital stock of the Company other than the Shares (excluding (i) shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law and (ii) shares which Stockholder has the right to acquire pursuant to options granted to Stockholder by the Company) and (c) has full power and authority to make, enter into and carry out the terms of this Agreement.

3.    Additional Documents.    Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent or Company, as the case may be, to carry out the intent of this Agreement.

4.    No Solicitation.    Until the earlier of the Effective Time and the date of termination of the Merger Agreement pursuant to the provisions of Article 9 thereof, Stockholder will not take, nor will Stockholder permit any of Stockholder’s officers, directors, employees, stockholders, attorneys, investment advisors, agents, representatives, or affiliates (collectively, “Representatives”) to (directly or indirectly), take any of the following actions with any Person other than Parent and its designees: (a) solicit, encourage, initiate, entertain, review or encourage any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer, indication of interest or proposal, oral, written or otherwise, formal or informal with respect to any possible business combination with the Company or a Company Acquisition Proposal (a “Competing Proposed Transaction”) (b) provide information not customarily disclosed consistent with the Company’s past practices with respect to the Company or any of its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized) to any Person, other than Parent, relating to (or which the Stockholder or any of the Stockholder’s Representatives believes or should reasonably know would be used for the purpose of formulating an offer, indication of interest or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Competing Proposed Transaction with the Company or any Subsidiary of the Company (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (c) agree to enter into a Contract with any Person, other than Parent, providing for, or approve a Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than by Parent, or (e) authorize or permit any of the Stockholder’s Representatives to take any such action. The Stockholder shall immediately cease and cause to be terminated any such contacts or negotiations between the Stockholder or any of the Stockholder’s Representatives with any Person relating to any such Competing Proposed Transaction. In addition to the foregoing, if

2

Stockholder receives prior to the Effective Time or the termination of the Merger Agreement any offer, indication of interest or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, the Stockholder shall immediately notify Parent, such notice to include the identity of the Person or Persons making such offer, indication of interest or proposal, and will keep Parent apprised on a current basis of the status of any such offer, indication of interest or proposal and of any modifications to the terms thereof; provided, however, that nothing in this Agreement shall prevent a Stockholder, or a Stockholder’s Representative, who is a member of the Company’s Board of Director from engaging in activity in connection with a Superior Proposal permitted pursuant Section 6.2 of the Merger Agreement. Each the Stockholder and Parent acknowledge that this Section 4 was a significant inducement for Parent to enter into the Merger Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to be paid to the stockholders of the Company in the Merger or (ii) a failure to induce Parent to enter into the Merger Agreement.

5.    Termination.    This Agreement (other than Section 7, which shall survive indefinitely, shall terminate and shall have no further force or effect as of the earlier to occur of (a) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (b) such date and time as the Merger Agreement shall have been terminated pursuant to Article 9 thereof (the earlier to occur of (a) and (b) is referred to herein as the “Expiration Date”).

6.    Miscellaneous.

6.1    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.2    Binding Effect and Assignment.    This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties hereto without prior written consent of the other party hereto; the foregoing notwithstanding the parties agree that Stockholder will not sell, transfer, encumber or assign (“Transfer”) its Shares, or some portion thereof, in a private transaction except where the transferee agrees in writing for Parent’s express benefit to be bound by, and subject to this Agreement, in which case Parent shall be deemed to have consented to such Transfer.

6.3    Amendments and Modification.    This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

6.4    Specific Performance; Injunctive Relief.    The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such

3

violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

6.5    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered by hand in person, by electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, or by express overnight courier (prepaid) to the respective parties as follows:

If to Parent: Parent

2300 Orchard Parkway

San Jose, CA 95131

Attn: Chief Executive Officer

Facsimile: (408) 428 7896

with a copy to: Pillsbury Winthrop LLP

2550 Hanover Street

Palo Alto, CA 94304

Attn: Richard Bebb

Facsimile: (650) 233-4545

If to Stockholder: To the address for notice set forth on the last page hereof.

With a copy (which shall not constitute notice) to:

Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010-3095

Attn: Arthur H. Rogers

Facsimile: (713) 651-5246

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

6.6    Governing Law.    This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware (without regard to the principles of conflict of laws thereof or of any other jurisdiction).

6.7    Entire Agreement.    This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

6.8    Legal Counsel.    Stockholder acknowledges that he or it has been advised to, and has had the opportunity to consult with his or its personal attorney prior to entering into this Agreement.

4

6.9    Agreement Negotiated.    The form of this Agreement has been negotiated by or on behalf of Parent and the Company, each of which was represented by attorneys who have carefully negotiated the provisions hereof. Stockholder acknowledges that he or it has been advised to, and has had the opportunity to, consult with his or its personal attorney prior to entering into this Agreement. As a consequence, Parent and Stockholder do not believe that any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore waive its effects.

6.10    Counterparts.    This Agreement may be executed by facsimile and in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

6.11    Effect of Headings.    The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

6.12    Legends.    Any stock certificates representing the Shares or the New Shares shall be legended at the request of Parent to reflect the voting agreement.

IN WITNESS WHEREOF, the parties have caused this Support Agreement to be duly executed on the date and year first above written.

SYMMETRICOM, INC.
By:	/s/    THOMAS W. STEIPP
Name:	Thomas W. Steipp
Title:	Chief Executive Officer

STOCKHOLDER
By:	/s/    KATUSHIKO KOBAYASHI
Name:	Katushiko Kobayashi
Title:

Number of Shares of the Company Beneficially Held by Stockholder:
Common Stock:	None

5

EX-6

Exhibit 6

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into effective as of April 2, 2002, between SYMMETRICOM, INC. a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of TrueTime, Inc. a Delaware corporation (the “Company”).

RECITALS:

A.    Concurrently with the execution of this Agreement, Parent and the Company are entering into an Agreement and Plan of Merger dated as of April 2, 2002 (the “Merger Agreement”), by and among Parent, the Company and SCO-TRT Acquisition, Inc. (the “Merger Subsidiary”) pursuant to which the Merger Subsidiary shall be merged with and into the Company (the “Merger”), whereupon the separate existence of the Merger Subsidiary shall cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger, the shares of Company Common Stock will be converted into the right to receive cash and Parent Common Stock, par value $0.001, on the basis described in the Merger Agreement. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.

B.    The Stockholder is the record holder and beneficial owner of such number of shares of the outstanding capital stock of the Company as is indicated on the final page of this Agreement (the “Shares”).

C.    As a material inducement to enter into the Merger Agreement and/or consummate the Merger, Parent desires the Stockholder to agree, and the Stockholder is willing to agree (i) to vote the Shares and any other such shares of capital stock of the Company hereafter acquired by Stockholder so as to facilitate consummation of the Merger and (ii) not to engage in certain solicitation activities.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.    Agreement to Vote Shares; Additional Purchases.

1.1    Agreement to Vote Shares.    Subject to the terms and conditions of this Agreement, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Stockholder shall vote or cause to be voted the Shares and any New Shares (as hereinafter defined) (a) in favor of (i) approval of the Merger Agreement and the Merger, (ii) any matter that could reasonably be expected to facilitate the Merger and (b) against any matter that could reasonably be expected to hinder, impede or delay the consummation of the Merger.

1.2    Additional Share Purchases.    Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership (“New Shares”) after the execution of this Agreement

1

and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

2.    Representations and Warranties of the Stockholder.    Stockholder represents and warrants that Stockholder (a) is the record and beneficial owner of and has the sole right to vote the Shares, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances other than that Stock Purchase (Call) Option Agreement dated as of December 16, 1999 between Stockholder and Ernest M. Hall, Jr. applicable to 140,000 of Stockholder’s shares, (b) does not own, either beneficially or of record, any shares of capital stock of the Company other than the Shares (excluding (i) shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law and (ii) shares which Stockholder has the right to acquire pursuant to options granted to Stockholder by the Company) and (c) has full power and authority to make, enter into and carry out the terms of this Agreement.

3.    Additional Documents.    Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent or Company, as the case may be, to carry out the intent of this Agreement.

4.    No Solicitation.    Until the earlier of the Effective Time and the date of termination of the Merger Agreement pursuant to the provisions of Article 9 thereof, Stockholder will not take, nor will Stockholder permit any of Stockholder’s officers, directors, employees, stockholders, attorneys, investment advisors, agents, representatives, or affiliates (collectively, “Representatives”) to (directly or indirectly), take any of the following actions with any Person other than Parent and its designees: (a) solicit, encourage, initiate, entertain, review or encourage any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer, indication of interest or proposal, oral, written or otherwise, formal or informal with respect to any possible business combination with the Company or a Company Acquisition Proposal (a “Competing Proposed Transaction”) (b) provide information not customarily disclosed consistent with the Company’s past practices with respect to the Company or any of its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized) to any Person, other than Parent, relating to (or which the Stockholder or any of the Stockholder’s Representatives believes or should reasonably know would be used for the purpose of formulating an offer, indication of interest or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Competing Proposed Transaction with the Company or any Subsidiary of the Company (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (c) agree to enter into a Contract with any Person, other than Parent, providing for, or approve a Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than by Parent, or (e) authorize or permit any of the Stockholder’s Representatives to take any such action. The Stockholder shall immediately cease and cause to be terminated any such contacts or negotiations between the Stockholder or any of the Stockholder’s Representatives with any Person relating to any such Competing Proposed Transaction. In addition to the foregoing, if

2

Stockholder receives prior to the Effective Time or the termination of the Merger Agreement any offer, indication of interest or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, the Stockholder shall immediately notify Parent, such notice to include the identity of the Person or Persons making such offer, indication of interest or proposal, and will keep Parent apprised on a current basis of the status of any such offer, indication of interest or proposal and of any modifications to the terms thereof; provided, however, that nothing in this Agreement shall prevent a Stockholder, or a Stockholder’s Representative, who is a member of the Company’s Board of Director from engaging in activity in connection with a Superior Proposal permitted pursuant Section 6.2 of the Merger Agreement. Each the Stockholder and Parent acknowledge that this Section 4 was a significant inducement for Parent to enter into the Merger Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to be paid to the stockholders of the Company in the Merger or (ii) a failure to induce Parent to enter into the Merger Agreement.

5.    Termination.    This Agreement (other than Section 7, which shall survive indefinitely, shall terminate and shall have no further force or effect as of the earlier to occur of (a) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (b) such date and time as the Merger Agreement shall have been terminated pursuant to Article 9 thereof (the earlier to occur of (a) and (b) is referred to herein as the “Expiration Date”).

6.    Miscellaneous.

6.1    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.2    Binding Effect and Assignment.    This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties hereto without prior written consent of the other party hereto; the foregoing notwithstanding the parties agree that Stockholder will not sell, transfer, encumber or assign (“Transfer”) its Shares, or some portion thereof, in a private transaction except where the transferee agrees in writing for Parent’s express benefit to be bound by, and subject to this Agreement, in which case Parent shall be deemed to have consented to such Transfer.

6.3    Amendments and Modification.    This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

6.4    Specific Performance; Injunctive Relief.    The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such

3

violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

6.5    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered by hand in person, by electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, or by express overnight courier (prepaid) to the respective parties as follows:

If to Parent:	Parent
	2300 Orchard Parkway
	San Jose, CA 95131
	Attn: Chief Executive Officer
	Facsimile: (408) 428 7896
with a copy to:	Pillsbury Winthrop LLP
	2550 Hanover Street
	Palo Alto, CA 94304
	Attn: Richard Bebb
	Facsimile: (650) 233-4545
If to Stockholder:	To the address for notice set forth on the last page hereof.
	With a copy (which shall not constitute notice) to:
	Fulbright & Jaworski L.L.P.
	1301 McKinney, Suite 5100
	Houston, Texas 77010-3095
	Attn: Arthur H. Rogers
	Facsimile: (713) 651-5246

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

6.6    Governing Law.    This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware (without regard to the principles of conflict of laws thereof or of any other jurisdiction).

6.7    Entire Agreement.    This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

6.8    Legal Counsel.    Stockholder acknowledges that he or it has been advised to, and has had the opportunity to consult with his or its personal attorney prior to entering into this Agreement.

4

6.9    Agreement Negotiated.    The form of this Agreement has been negotiated by or on behalf of Parent and the Company, each of which was represented by attorneys who have carefully negotiated the provisions hereof. Stockholder acknowledges that he or it has been advised to, and has had the opportunity to, consult with his or its personal attorney prior to entering into this Agreement. As a consequence, Parent and Stockholder do not believe that any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore waive its effects.

6.10    Counterparts.    This Agreement may be executed by facsimile and in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

6.11    Effect of Headings.    The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

6.12    Legends.    Any stock certificates representing the Shares or the New Shares shall be legended at the request of Parent to reflect the voting agreement.

IN WITNESS WHEREOF, the parties have caused this Support Agreement to be duly executed on the date and year first above written.

SYMMETRICOM, INC.
By:	/S/    THOMAS W. STEIPP
Name:	Thomas W. Steipp
Title:	Chief Executive Officer

STOCKHOLDER
BY:	/s/    HARESH C. SHAH
Name:	Haresh C. Shah
Title:

Number of Shares of the Company Beneficially Held by Stockholder:
Common Stock:	None

5

EX-7

Exhibit 7

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into effective as of April 2, 2002, between SYMMETRICOM, INC. a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of TrueTime, Inc. a Delaware corporation (the “Company”).

RECITALS:

A.    Concurrently with the execution of this Agreement, Parent and the Company are entering into an Agreement and Plan of Merger dated as of April 2, 2002 (the “Merger Agreement”), by and among Parent, the Company and SCO-TRT Acquisition, Inc. (the “Merger Subsidiary”) pursuant to which the Merger Subsidiary shall be merged with and into the Company (the “Merger”), whereupon the separate existence of the Merger Subsidiary shall cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger, the shares of Company Common Stock will be converted into the right to receive cash and Parent Common Stock, par value $0.001, on the basis described in the Merger Agreement. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.

B.    The Stockholder is the record holder and beneficial owner of such number of shares of the outstanding capital stock of the Company as is indicated on the final page of this Agreement (the “Shares”).

C.    As a material inducement to enter into the Merger Agreement and/or consummate the Merger, Parent desires the Stockholder to agree, and the Stockholder is willing to agree (i) to vote the Shares and any other such shares of capital stock of the Company hereafter acquired by Stockholder so as to facilitate consummation of the Merger and (ii) not to engage in certain solicitation activities.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.    Agreement to Vote Shares; Additional Purchases.

1.1    Agreement to Vote Shares.    Subject to the terms and conditions of this Agreement, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Stockholder shall vote or cause to be voted the Shares and any New Shares (as hereinafter defined) (a) in favor of (i) approval of the Merger Agreement and the Merger, (ii) any matter that could reasonably be expected to facilitate the Merger and (b) against any matter that could reasonably be expected to hinder, impede or delay the consummation of the Merger.

1.2    Additional Share Purchases.    Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership (“New Shares”) after the execution of this Agreement

1

and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

2.    Representations and Warranties of the Stockholder.    Stockholder represents and warrants that Stockholder (a) is the record and beneficial owner of and has the sole right to vote the Shares, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances other than that Stock Purchase (Call) Option Agreement dated as of December 16, 1999 between Stockholder and Ernest M. Hall, Jr. applicable to 140,000 of Stockholder’s shares, (b) does not own, either beneficially or of record, any shares of capital stock of the Company other than the Shares (excluding (i) shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law and (ii) shares which Stockholder has the right to acquire pursuant to options granted to Stockholder by the Company) and (c) has full power and authority to make, enter into and carry out the terms of this Agreement.

3.    Additional Documents.    Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent or Company, as the case may be, to carry out the intent of this Agreement.

4.    No Solicitation.    Until the earlier of the Effective Time and the date of termination of the Merger Agreement pursuant to the provisions of Article 9 thereof, Stockholder will not take, nor will Stockholder permit any of Stockholder’s officers, directors, employees, stockholders, attorneys, investment advisors, agents, representatives, or affiliates (collectively, “Representatives”) to (directly or indirectly), take any of the following actions with any Person other than Parent and its designees: (a) solicit, encourage, initiate, entertain, review or encourage any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer, indication of interest or proposal, oral, written or otherwise, formal or informal with respect to any possible business combination with the Company or a Company Acquisition Proposal (a “Competing Proposed Transaction”) (b) provide information not customarily disclosed consistent with the Company’s past practices with respect to the Company or any of its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized) to any Person, other than Parent, relating to (or which the Stockholder or any of the Stockholder’s Representatives believes or should reasonably know would be used for the purpose of formulating an offer, indication of interest or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Competing Proposed Transaction with the Company or any Subsidiary of the Company (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (c) agree to enter into a Contract with any Person, other than Parent, providing for, or approve a Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than by Parent, or (e) authorize or permit any of the Stockholder’s Representatives to take any such action. The Stockholder shall immediately cease and cause to be terminated any such contacts or negotiations between the Stockholder or any of the Stockholder’s Representatives with any Person relating to any such Competing Proposed Transaction. In addition to the foregoing, if

2

Stockholder receives prior to the Effective Time or the termination of the Merger Agreement any offer, indication of interest or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, the Stockholder shall immediately notify Parent, such notice to include the identity of the Person or Persons making such offer, indication of interest or proposal, and will keep Parent apprised on a current basis of the status of any such offer, indication of interest or proposal and of any modifications to the terms thereof; provided, however, that nothing in this Agreement shall prevent a Stockholder, or a Stockholder’s Representative, who is a member of the Company’s Board of Director from engaging in activity in connection with a Superior Proposal permitted pursuant Section 6.2 of the Merger Agreement. Each the Stockholder and Parent acknowledge that this Section 4 was a significant inducement for Parent to enter into the Merger Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to be paid to the stockholders of the Company in the Merger or (ii) a failure to induce Parent to enter into the Merger Agreement.

5.    Termination.    This Agreement (other than Section 7, which shall survive indefinitely, shall terminate and shall have no further force or effect as of the earlier to occur of (a) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (b) such date and time as the Merger Agreement shall have been terminated pursuant to Article 9 thereof (the earlier to occur of (a) and (b) is referred to herein as the “Expiration Date”).

6.    Miscellaneous.

6.1    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.2    Binding Effect and Assignment.    This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties hereto without prior written consent of the other party hereto; the foregoing notwithstanding the parties agree that Stockholder will not sell, transfer, encumber or assign (“Transfer”) its Shares, or some portion thereof, in a private transaction except where the transferee agrees in writing for Parent’s express benefit to be bound by, and subject to this Agreement, in which case Parent shall be deemed to have consented to such Transfer.

6.3    Amendments and Modification.    This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

6.4    Specific Performance; Injunctive Relief.    The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such

3

violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

6.5    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered by hand in person, by electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, or by express overnight courier (prepaid) to the respective parties as follows:

If to Parent:	Parent
	2300 Orchard Parkway
	San Jose, CA 95131
	Attn: Chief Executive Officer
	Facsimile: (408) 428 7896
with a copy to:	Pillsbury Winthrop LLP
	2550 Hanover Street
	Palo Alto, CA 94304
	Attn: Richard Bebb
	Facsimile: (650) 233-4545
If to Stockholder:	To the address for notice set forth on the last page hereof.
	With a copy (which shall not constitute notice) to:
	Fulbright & Jaworski L.L.P.
	1301 McKinney, Suite 5100
	Houston, Texas 77010-3095
	Attn: Arthur H. Rogers
	Facsimile: (713) 651-5246

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

6.6    Governing Law.    This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware (without regard to the principles of conflict of laws thereof or of any other jurisdiction).

6.7    Entire Agreement.    This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

6.8    Legal Counsel.    Stockholder acknowledges that he or it has been advised to, and has had the opportunity to consult with his or its personal attorney prior to entering into this Agreement.

4

6.9    Agreement Negotiated.    The form of this Agreement has been negotiated by or on behalf of Parent and the Company, each of which was represented by attorneys who have carefully negotiated the provisions hereof. Stockholder acknowledges that he or it has been advised to, and has had the opportunity to, consult with his or its personal attorney prior to entering into this Agreement. As a consequence, Parent and Stockholder do not believe that any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore waive its effects.

6.10    Counterparts.    This Agreement may be executed by facsimile and in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

6.11    Effect of Headings.    The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

6.12    Legends.    Any stock certificates representing the Shares or the New Shares shall be legended at the request of Parent to reflect the voting agreement.

IN WITNESS WHEREOF, the parties have caused this Support Agreement to be duly executed on the date and year first above written.

SYMMETRICOM, INC.
By:	/s/    THOMAS W. STEIPP
Name:	Thomas W. Steipp
Title:	Chief Executive Officer

STOCKHOLDER
By:	/s/    ELIZABETH A. WITHERS
Name:	Elizabeth A. Withers
Title:

Number of Shares of the Company Beneficially Held by Stockholder:
Common Stock:	1,500

5

EX-8

Exhibit 8

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into effective as of April 2, 2002, between SYMMETRICOM, INC. a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of TrueTime, Inc. a Delaware corporation (the “Company”).

RECITALS:

A.    Concurrently with the execution of this Agreement, Parent and the Company are entering into an Agreement and Plan of Merger dated as of April 2, 2002 (the “Merger Agreement”), by and among Parent, the Company and SCO-TRT Acquisition, Inc. (the “Merger Subsidiary”) pursuant to which the Merger Subsidiary shall be merged with and into the Company (the “Merger”), whereupon the separate existence of the Merger Subsidiary shall cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger, the shares of Company Common Stock will be converted into the right to receive cash and Parent Common Stock, par value $0.001, on the basis described in the Merger Agreement. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.

B.    The Stockholder is the record holder and beneficial owner of such number of shares of the outstanding capital stock of the Company as is indicated on the final page of this Agreement (the “Shares”).

C.    As a material inducement to enter into the Merger Agreement and/or consummate the Merger, Parent desires the Stockholder to agree, and the Stockholder is willing to agree (i) to vote the Shares and any other such shares of capital stock of the Company hereafter acquired by Stockholder so as to facilitate consummation of the Merger and (ii) not to engage in certain solicitation activities.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.    Agreement to Vote Shares; Additional Purchases.

1.1    Agreement to Vote Shares.    Subject to the terms and conditions of this Agreement, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Stockholder shall vote or cause to be voted the Shares and any New Shares (as hereinafter defined) (a) in favor of (i) approval of the Merger Agreement and the Merger, (ii) any matter that could reasonably be expected to facilitate the Merger and (b) against any matter that could reasonably be expected to hinder, impede or delay the consummation of the Merger.

1.2    Additional Share Purchases.    Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership (“New Shares”) after the execution of this Agreement

1

and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

2.    Representations and Warranties of the Stockholder.    Stockholder represents and warrants that Stockholder (a) is the record and beneficial owner of and has the sole right to vote the Shares, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances other than that Stock Purchase (Call) Option Agreement dated as of December 16, 1999 between Stockholder and Ernest M. Hall, Jr. applicable to 140,000 of Stockholder’s shares, (b) does not own, either beneficially or of record, any shares of capital stock of the Company other than the Shares (excluding (i) shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law and (ii) shares which Stockholder has the right to acquire pursuant to options granted to Stockholder by the Company) and (c) has full power and authority to make, enter into and carry out the terms of this Agreement.

3.    Additional Documents.    Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent or Company, as the case may be, to carry out the intent of this Agreement.

4.    No Solicitation.    Until the earlier of the Effective Time and the date of termination of the Merger Agreement pursuant to the provisions of Article 9 thereof, Stockholder will not take, nor will Stockholder permit any of Stockholder’s officers, directors, employees, stockholders, attorneys, investment advisors, agents, representatives, or affiliates (collectively, “Representatives”) to (directly or indirectly), take any of the following actions with any Person other than Parent and its designees: (a) solicit, encourage, initiate, entertain, review or encourage any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer, indication of interest or proposal, oral, written or otherwise, formal or informal with respect to any possible business combination with the Company or a Company Acquisition Proposal (a “Competing Proposed Transaction”) (b) provide information not customarily disclosed consistent with the Company’s past practices with respect to the Company or any of its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized) to any Person, other than Parent, relating to (or which the Stockholder or any of the Stockholder’s Representatives believes or should reasonably know would be used for the purpose of formulating an offer, indication of interest or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Competing Proposed Transaction with the Company or any Subsidiary of the Company (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (c) agree to enter into a Contract with any Person, other than Parent, providing for, or approve a Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than by Parent, or (e) authorize or permit any of the Stockholder’s Representatives to take any such action. The Stockholder shall immediately cease and cause to be terminated any such contacts or negotiations between the Stockholder or any of the Stockholder’s Representatives with any Person relating to any such Competing Proposed Transaction. In addition to the foregoing, if

2

Stockholder receives prior to the Effective Time or the termination of the Merger Agreement any offer, indication of interest or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, the Stockholder shall immediately notify Parent, such notice to include the identity of the Person or Persons making such offer, indication of interest or proposal, and will keep Parent apprised on a current basis of the status of any such offer, indication of interest or proposal and of any modifications to the terms thereof; provided, however, that nothing in this Agreement shall prevent a Stockholder, or a Stockholder’s Representative, who is a member of the Company’s Board of Director from engaging in activity in connection with a Superior Proposal permitted pursuant Section 6.2 of the Merger Agreement. Each the Stockholder and Parent acknowledge that this Section 4 was a significant inducement for Parent to enter into the Merger Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to be paid to the stockholders of the Company in the Merger or (ii) a failure to induce Parent to enter into the Merger Agreement.

5.    Termination.    This Agreement (other than Section 7, which shall survive indefinitely, shall terminate and shall have no further force or effect as of the earlier to occur of (a) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (b) such date and time as the Merger Agreement shall have been terminated pursuant to Article 9 thereof (the earlier to occur of (a) and (b) is referred to herein as the “Expiration Date”).

6.    Miscellaneous.

6.1    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.2    Binding Effect and Assignment.    This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties hereto without prior written consent of the other party hereto; the foregoing notwithstanding the parties agree that Stockholder will not sell, transfer, encumber or assign (“Transfer”) its Shares, or some portion thereof, in a private transaction except where the transferee agrees in writing for Parent’s express benefit to be bound by, and subject to this Agreement, in which case Parent shall be deemed to have consented to such Transfer.

6.3    Amendments and Modification.    This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

6.4    Specific Performance; Injunctive Relief.    The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such

3

violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

6.5    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered by hand in person, by electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, or by express overnight courier (prepaid) to the respective parties as follows:

If to Parent: Parent

2300 Orchard Parkway

San Jose, CA 95131

Attn: Chief Executive Officer

Facsimile: (408) 428 7896

with a copy to: Pillsbury Winthrop LLP

2550 Hanover Street

Palo Alto, CA 94304

Attn: Richard Bebb

Facsimile: (650) 233-4545

If to Stockholder: To the address for notice set forth on the last page hereof.

With a copy (which shall not constitute notice) to:

Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010-3095

Attn: Arthur H. Rogers

Facsimile: (713) 651-5246

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

6.6    Governing Law.    This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware (without regard to the principles of conflict of laws thereof or of any other jurisdiction).

6.7    Entire Agreement.    This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

6.8    Legal Counsel.    Stockholder acknowledges that he or it has been advised to, and has had the opportunity to consult with his or its personal attorney prior to entering into this Agreement.

4

6.9    Agreement Negotiated.    The form of this Agreement has been negotiated by or on behalf of Parent and the Company, each of which was represented by attorneys who have carefully negotiated the provisions hereof. Stockholder acknowledges that he or it has been advised to, and has had the opportunity to, consult with his or its personal attorney prior to entering into this Agreement. As a consequence, Parent and Stockholder do not believe that any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore waive its effects.

6.10    Counterparts.    This Agreement may be executed by facsimile and in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

6.11    Effect of Headings.    The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

6.12    Legends.    Any stock certificates representing the Shares or the New Shares shall be legended at the request of Parent to reflect the voting agreement.

IN WITNESS WHEREOF, the parties have caused this Support Agreement to be duly executed on the date and year first above written.

SYMMETRICOM, INC.
By:	/s/    THOMAS W. STEIPP
Name:	Thomas W. Steipp
Title:	Chief Executive Officer

STOCKHOLDER
By:	/s/    JOHN E. DUTIL
Name:	John E. Dutil
Title:

Number of Shares of the Company Beneficially Held by Stockholder:
Common Stock:	975

5

EX-9

Exhibit 9

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into effective as of April 2, 2002, between SYMMETRICOM, INC. a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of TrueTime, Inc. a Delaware corporation (the “Company”).

RECITALS:

A.    Concurrently with the execution of this Agreement, Parent and the Company are entering into an Agreement and Plan of Merger dated as of April 2, 2002 (the “Merger Agreement”), by and among Parent, the Company and SCO-TRT Acquisition, Inc. (the “Merger Subsidiary”) pursuant to which the Merger Subsidiary shall be merged with and into the Company (the “Merger”), whereupon the separate existence of the Merger Subsidiary shall cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger, the shares of Company Common Stock will be converted into the right to receive cash and Parent Common Stock, par value $0.001, on the basis described in the Merger Agreement. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.

B.    The Stockholder is the record holder and beneficial owner of such number of shares of the outstanding capital stock of the Company as is indicated on the final page of this Agreement (the “Shares”).

C.    As a material inducement to enter into the Merger Agreement and/or consummate the Merger, Parent desires the Stockholder to agree, and the Stockholder is willing to agree (i) to vote the Shares and any other such shares of capital stock of the Company hereafter acquired by Stockholder so as to facilitate consummation of the Merger and (ii) not to engage in certain solicitation activities.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.    Agreement to Vote Shares; Additional Purchases.

1.1    Agreement to Vote Shares.    Subject to the terms and conditions of this Agreement, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Stockholder shall vote or cause to be voted the Shares and any New Shares (as hereinafter defined) (a) in favor of (i) approval of the Merger Agreement and the Merger, (ii) any matter that could reasonably be expected to facilitate the Merger and (b) against any matter that could reasonably be expected to hinder, impede or delay the consummation of the Merger.

1.2    Additional Share Purchases.    Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership (“New Shares”) after the execution of this Agreement

1

and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

2.    Representations and Warranties of the Stockholder.    Stockholder represents and warrants that Stockholder (a) is the record and beneficial owner of and has the sole right to vote the Shares, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances other than that Stock Purchase (Call) Option Agreement dated as of December 16, 1999 between Stockholder and Ernest M. Hall, Jr. applicable to 140,000 of Stockholder’s shares, (b) does not own, either beneficially or of record, any shares of capital stock of the Company other than the Shares (excluding (i) shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law and (ii) shares which Stockholder has the right to acquire pursuant to options granted to Stockholder by the Company) and (c) has full power and authority to make, enter into and carry out the terms of this Agreement.

3.    Additional Documents.    Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent or Company, as the case may be, to carry out the intent of this Agreement.

4.    No Solicitation.    Until the earlier of the Effective Time and the date of termination of the Merger Agreement pursuant to the provisions of Article 9 thereof, Stockholder will not take, nor will Stockholder permit any of Stockholder’s officers, directors, employees, stockholders, attorneys, investment advisors, agents, representatives, or affiliates (collectively, “Representatives”) to (directly or indirectly), take any of the following actions with any Person other than Parent and its designees: (a) solicit, encourage, initiate, entertain, review or encourage any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer, indication of interest or proposal, oral, written or otherwise, formal or informal with respect to any possible business combination with the Company or a Company Acquisition Proposal (a “Competing Proposed Transaction”) (b) provide information not customarily disclosed consistent with the Company’s past practices with respect to the Company or any of its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized) to any Person, other than Parent, relating to (or which the Stockholder or any of the Stockholder’s Representatives believes or should reasonably know would be used for the purpose of formulating an offer, indication of interest or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Competing Proposed Transaction with the Company or any Subsidiary of the Company (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (c) agree to enter into a Contract with any Person, other than Parent, providing for, or approve a Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than by Parent, or (e) authorize or permit any of the Stockholder’s Representatives to take any such action. The Stockholder shall immediately cease and cause to be terminated any such contacts or negotiations between the Stockholder or any of the Stockholder’s Representatives with any Person relating to any such Competing Proposed Transaction. In addition to the foregoing, if

2

Stockholder receives prior to the Effective Time or the termination of the Merger Agreement any offer, indication of interest or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, the Stockholder shall immediately notify Parent, such notice to include the identity of the Person or Persons making such offer, indication of interest or proposal, and will keep Parent apprised on a current basis of the status of any such offer, indication of interest or proposal and of any modifications to the terms thereof; provided, however, that nothing in this Agreement shall prevent a Stockholder, or a Stockholder’s Representative, who is a member of the Company’s Board of Director from engaging in activity in connection with a Superior Proposal permitted pursuant Section 6.2 of the Merger Agreement. Each the Stockholder and Parent acknowledge that this Section 4 was a significant inducement for Parent to enter into the Merger Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to be paid to the stockholders of the Company in the Merger or (ii) a failure to induce Parent to enter into the Merger Agreement.

5.    Termination.    This Agreement (other than Section 7, which shall survive indefinitely, shall terminate and shall have no further force or effect as of the earlier to occur of (a) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (b) such date and time as the Merger Agreement shall have been terminated pursuant to Article 9 thereof (the earlier to occur of (a) and (b) is referred to herein as the “Expiration Date”).

6.    Miscellaneous.

6.1    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.2    Binding Effect and Assignment.    This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties hereto without prior written consent of the other party hereto; the foregoing notwithstanding the parties agree that Stockholder will not sell, transfer, encumber or assign (“Transfer”) its Shares, or some portion thereof, in a private transaction except where the transferee agrees in writing for Parent’s express benefit to be bound by, and subject to this Agreement, in which case Parent shall be deemed to have consented to such Transfer.

6.3    Amendments and Modification.    This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

6.4    Specific Performance; Injunctive Relief.    The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such

3

violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

6.5    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered by hand in person, by electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, or by express overnight courier (prepaid) to the respective parties as follows:

If to Parent:	Parent
	2300 Orchard Parkway
	San Jose, CA 95131
	Attn: Chief Executive Officer
	Facsimile: (408) 428 7896
with a copy to:	Pillsbury Winthrop LLP
	2550 Hanover Street
	Palo Alto, CA 94304
	Attn: Richard Bebb
	Facsimile: (650) 233-4545
If to Stockholder:	To the address for notice set forth on the last page hereof.
	With a copy (which shall not constitute notice) to:
	Fulbright & Jaworski L.L.P.
	1301 McKinney, Suite 5100
	Houston, Texas 77010-3095
	Attn: Arthur H. Rogers
	Facsimile: (713) 651-5246

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

6.6    Governing Law.    This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware (without regard to the principles of conflict of laws thereof or of any other jurisdiction).

6.7    Entire Agreement.    This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

6.8    Legal Counsel.    Stockholder acknowledges that he or it has been advised to, and has had the opportunity to consult with his or its personal attorney prior to entering into this Agreement.

4

6.9    Agreement Negotiated.    The form of this Agreement has been negotiated by or on behalf of Parent and the Company, each of which was represented by attorneys who have carefully negotiated the provisions hereof. Stockholder acknowledges that he or it has been advised to, and has had the opportunity to, consult with his or its personal attorney prior to entering into this Agreement. As a consequence, Parent and Stockholder do not believe that any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore waive its effects.

6.10    Counterparts.    This Agreement may be executed by facsimile and in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

6.11    Effect of Headings.    The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

6.12    Legends.    Any stock certificates representing the Shares or the New Shares shall be legended at the request of Parent to reflect the voting agreement.

IN WITNESS WHEREOF, the parties have caused this Support Agreement to be duly executed on the date and year first above written.

SYMMETRICOM, INC.
By:	/s/    THOMAS W. STEIPP
Name:	Thomas W. Steipp
Title:	Chief Executive Officer

STOCKHOLDER
By:	/s/    JOHN M. HIRSEKORN
Name:	John M. Hirsekorn
Title:

Number of Shares of the Company Beneficially Held by Stockholder:
Common Stock:	None

5

EX-10

Exhibit 10

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into effective as of April 2, 2002, between SYMMETRICOM, INC. a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of TrueTime, Inc. a Delaware corporation (the “Company”).

RECITALS:

A.    Concurrently with the execution of this Agreement, Parent and the Company are entering into an Agreement and Plan of Merger dated as of April 2, 2002 (the “Merger Agreement”), by and among Parent, the Company and SCO-TRT Acquisition, Inc. (the “Merger Subsidiary”) pursuant to which the Merger Subsidiary shall be merged with and into the Company (the “Merger”), whereupon the separate existence of the Merger Subsidiary shall cease and the Company shall be the surviving corporation (hereinafter sometimes called the “Surviving Corporation”) in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger, the shares of Company Common Stock will be converted into the right to receive cash and Parent Common Stock, par value $0.001, on the basis described in the Merger Agreement. Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.

B.    The Stockholder is the record holder and beneficial owner of such number of shares of the outstanding capital stock of the Company as is indicated on the final page of this Agreement (the “Shares”).

C.    As a material inducement to enter into the Merger Agreement and/or consummate the Merger, Parent desires the Stockholder to agree, and the Stockholder is willing to agree (i) to vote the Shares and any other such shares of capital stock of the Company hereafter acquired by Stockholder so as to facilitate consummation of the Merger and (ii) not to engage in certain solicitation activities.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

1.    Agreement to Vote Shares; Additional Purchases.

1.1    Agreement to Vote Shares.    Subject to the terms and conditions of this Agreement, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, Stockholder shall vote or cause to be voted the Shares and any New Shares (as hereinafter defined) (a) in favor of (i) approval of the Merger Agreement and the Merger, (ii) any matter that could reasonably be expected to facilitate the Merger and (b) against any matter that could reasonably be expected to hinder, impede or delay the consummation of the Merger.

1.2    Additional Share Purchases.    Stockholder agrees that any shares of capital stock of the Company that Stockholder purchases or with respect to which Stockholder otherwise acquires record or beneficial ownership (“New Shares”) after the execution of this Agreement

1

and prior to the Expiration Date (as defined below) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

2.    Representations and Warranties of the Stockholder.    Stockholder represents and warrants that Stockholder (a) is the record and beneficial owner of and has the sole right to vote the Shares, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances other than that Stock Purchase (Call) Option Agreement dated as of December 16, 1999 between Stockholder and Ernest M. Hall, Jr. applicable to 140,000 of Stockholder’s shares, (b) does not own, either beneficially or of record, any shares of capital stock of the Company other than the Shares (excluding (i) shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law and (ii) shares which Stockholder has the right to acquire pursuant to options granted to Stockholder by the Company) and (c) has full power and authority to make, enter into and carry out the terms of this Agreement.

3.    Additional Documents.    Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent or Company, as the case may be, to carry out the intent of this Agreement.

4.    No Solicitation.    Until the earlier of the Effective Time and the date of termination of the Merger Agreement pursuant to the provisions of Article 9 thereof, Stockholder will not take, nor will Stockholder permit any of Stockholder’s officers, directors, employees, stockholders, attorneys, investment advisors, agents, representatives, or affiliates (collectively, “Representatives”) to (directly or indirectly), take any of the following actions with any Person other than Parent and its designees: (a) solicit, encourage, initiate, entertain, review or encourage any proposals or offers from, or participate in or conduct discussions with or engage in negotiations with, any Person relating to any offer, indication of interest or proposal, oral, written or otherwise, formal or informal with respect to any possible business combination with the Company or a Company Acquisition Proposal (a “Competing Proposed Transaction”) (b) provide information not customarily disclosed consistent with the Company’s past practices with respect to the Company or any of its Subsidiaries (whether such Subsidiaries are in existence on the date hereof or are hereafter organized) to any Person, other than Parent, relating to (or which the Stockholder or any of the Stockholder’s Representatives believes or should reasonably know would be used for the purpose of formulating an offer, indication of interest or proposal with respect to), or otherwise assist, cooperate with, facilitate or encourage any effort or attempt by any such Person with regard to, any possible Competing Proposed Transaction with the Company or any Subsidiary of the Company (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (c) agree to enter into a Contract with any Person, other than Parent, providing for, or approve a Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized), (d) make or authorize any statement, recommendation, solicitation or endorsement in support of any possible Competing Proposed Transaction with the Company or any Subsidiary (whether such Subsidiary is in existence on the date hereof or is hereafter organized) other than by Parent, or (e) authorize or permit any of the Stockholder’s Representatives to take any such action. The Stockholder shall immediately cease and cause to be terminated any such contacts or negotiations between the Stockholder or any of the Stockholder’s Representatives with any Person relating to any such Competing Proposed Transaction. In addition to the foregoing, if

2

Stockholder receives prior to the Effective Time or the termination of the Merger Agreement any offer, indication of interest or proposal (formal or informal, oral, written or otherwise) relating to, or any inquiry or contact from any Person with respect to, a Competing Proposed Transaction, the Stockholder shall immediately notify Parent, such notice to include the identity of the Person or Persons making such offer, indication of interest or proposal, and will keep Parent apprised on a current basis of the status of any such offer, indication of interest or proposal and of any modifications to the terms thereof; provided, however, that nothing in this Agreement shall prevent a Stockholder, or a Stockholder’s Representative, who is a member of the Company’s Board of Director from engaging in activity in connection with a Superior Proposal permitted pursuant Section 6.2 of the Merger Agreement. Each the Stockholder and Parent acknowledge that this Section 4 was a significant inducement for Parent to enter into the Merger Agreement and the absence of such provision would have resulted in either (i) a material reduction in the consideration to be paid to the stockholders of the Company in the Merger or (ii) a failure to induce Parent to enter into the Merger Agreement.

5.    Termination.    This Agreement (other than Section 7, which shall survive indefinitely, shall terminate and shall have no further force or effect as of the earlier to occur of (a) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement or (b) such date and time as the Merger Agreement shall have been terminated pursuant to Article 9 thereof (the earlier to occur of (a) and (b) is referred to herein as the “Expiration Date”).

6.    Miscellaneous.

6.1    Severability.    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6.2    Binding Effect and Assignment.    This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties hereto without prior written consent of the other party hereto; the foregoing notwithstanding the parties agree that Stockholder will not sell, transfer, encumber or assign (“Transfer”) its Shares, or some portion thereof, in a private transaction except where the transferee agrees in writing for Parent’s express benefit to be bound by, and subject to this Agreement, in which case Parent shall be deemed to have consented to such Transfer.

6.3    Amendments and Modification.    This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.

6.4    Specific Performance; Injunctive Relief.    The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such

3

violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

6.5    Notices.    All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered by hand in person, by electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), or sent by registered or certified mail, postage prepaid, return receipt requested, or by express overnight courier (prepaid) to the respective parties as follows:

If to Parent:	Parent
	2300 Orchard Parkway
	San Jose, CA 95131
	Attn: Chief Executive Officer
	Facsimile: (408) 428 7896
with a copy to:	Pillsbury Winthrop LLP
	2550 Hanover Street
	Palo Alto, CA 94304
	Attn: Richard Bebb
	Facsimile: (650) 233-4545
If to Stockholder:	To the address for notice set forth on the last page hereof.
	With a copy (which shall not constitute notice) to:
	Fulbright & Jaworski L.L.P.
	1301 McKinney, Suite 5100
	Houston, Texas 77010-3095
	Attn: Arthur H. Rogers
	Facsimile: (713) 651-5246

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.

6.6    Governing Law.    This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware (without regard to the principles of conflict of laws thereof or of any other jurisdiction).

6.7    Entire Agreement.    This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter.

6.8    Legal Counsel.    Stockholder acknowledges that he or it has been advised to, and has had the opportunity to consult with his or its personal attorney prior to entering into this Agreement.

4

6.9    Agreement Negotiated.    The form of this Agreement has been negotiated by or on behalf of Parent and the Company, each of which was represented by attorneys who have carefully negotiated the provisions hereof. Stockholder acknowledges that he or it has been advised to, and has had the opportunity to, consult with his or its personal attorney prior to entering into this Agreement. As a consequence, Parent and Stockholder do not believe that any laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied in this case and therefore waive its effects.

6.10    Counterparts.    This Agreement may be executed by facsimile and in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

6.11    Effect of Headings.    The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement.

6.12    Legends.    Any stock certificates representing the Shares or the New Shares shall be legended at the request of Parent to reflect the voting agreement.

IN WITNESS WHEREOF, the parties have caused this Support Agreement to be duly executed on the date and year first above written.

SYMMETRICOM, INC.
By:	/s/    THOMAS W. STEIPP
Name:	Thomas W. Steipp
Title:	Chief Executive Officer

STOCKHOLDER
By:	/s/    CHARLES J. ABBE
Name:	Charles J. Abbe
Title:

Number of Shares of the Company Beneficially Held by Stockholder:
Common Stock:	4,000

5