Quarterdeck Corp – ‘DEF 14C’ for 3/29/99

As of:  Monday, 3/1/99   ·   For:  3/29/99   ·   Accession #:  898430-99-713   ·   File #:  0-19207

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Information Statement                      87    575K 

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SCHEDULE 14C  
(Rule 14c-101)  

INFORMATION REQUIRED IN INFORMATION STATEMENT 
SCHEDULE 14C INFORMATION  

Information Statement Pursuant to Section 14(c)   
of the Securities Exchange Act of 1934 (Amendment No.  )  

Check the appropriate box:                                                      

[ ]  Preliminary Information Statement     [_]  Confidential, for use of the    
                                                Commission only (as permitted by
                                 Rule 14c-5(d)(2))

[X]  Definitive Information Statement                                           

Quarterdeck Corporation 
--------------------------------------------------------------------------------
  (Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

[_]  No fee required.                                                           

[X]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.      

(1) Title of each class of securities to which transaction applies:   
Common Stock, par value $0.001 per share                      
    --------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:      
38,135,807*                                                   
    --------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed  
   pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

$0.52 per share of Common Stock*                              
    --------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:                  
$19,830,619*                                                  
    --------------------------------------------------------------------------

(5) Total fee paid:                                                   
$3,966.13*                                                    
    --------------------------------------------------------------------------

[_]  Fee paid previously with preliminary materials.                            

[X]  Check box if any part of the fee is offset as provided by Exchange         
  Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.           

(1) Amount Previously Paid:                                           
$9,614.27*                                                    
    --------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:                     
Schedule 14D-1                                                
    --------------------------------------------------------------------------

(3) Filing Party:                                                     
Symantec Corporation                                          
    --------------------------------------------------------------------------

(4) Date Filed:                                                       
October 19, 1998                                              
    --------------------------------------------------------------------------

* The aggregate number of securities represents the total number of shares of   
Common Stock outstanding and the number of shares of Common Stock issuable upon 
exercise of options for a price of less than $0.52 and upon conversion of shares
of Series C Convertible Preferred Stock for which holders of the Company's      
Common Stock shall receive the proposed cash payment upon the Merger. The unit  
price is based on the cash payment to be made to the holders of the Company's   
Common Stock, options and Series C Convertible Preferred Stock. The aggregate   
value of the transaction equals the $0.52 share price multiplied by the         
aggregate number of securities. Based upon such value, the fee due upon the     
filing of the preliminary information statement is $3,966.13, which amount is   
completely offset by the $9,614.27 fee previously paid in connection with the   
filing of the Schedule 14D-1 by Symantec Corporation in connection with the     
first step of the transaction of which the merger that is the subject of this   
information statement is a part.                                                

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[LOGO OF QUARTERDECK CORPORATION]                                               

QUARTERDECK CORPORATION 
13160 MINDANAO WAY  
MARINA DEL REY, CALIFORNIA 90292  

----------------  

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD ON MARCH 29, 1999  

----------------  

To the Stockholders of                                                          
Quarterdeck Corporation:                                                        

We will hold a Special Meeting of our stockholders on March 29, 1999 at     
8:00 a.m. (local time) at the principal executive offices of Symantec           
Corporation at 10201 Torre Avenue, Cupertino, California 95014. At this         
Special Meeting, you will be asked to consider and vote upon a proposal to      
approve and adopt an Agreement and Plan of Merger, between the Company, Oak     
Acquisition Corporation, and Symantec Corporation. The merger agreement         
provides for the merger of Oak with and into the Company. As a result of the    
merger, the Company will become a direct or indirect wholly owned subsidiary    
of Symantec and each issued and outstanding share of the Company's common       
stock (other than any shares owned by the Company or by any subsidiary of the   
Company, or owned by Oak, Symantec or any other subsidiary of Symantec and any  
shares which are held by stockholders who have not voted in favor of the        
merger or consented thereto in writing and who shall have demanded appraisal    
for such shares in accordance with Delaware law) shall be automatically         
converted into the right to receive $0.52, in cash, without interest. The       
merger and the merger agreement are more fully described in the attached        
Information Statement which forms a part of this notice. In addition, at the    
Special Meeting we will transact such other business as may properly come       
before the meeting.                                                             

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A    
PROXY.                                                                          

On October 15, 1998, the Board of Directors of the Company determined that  
the merger agreement and the transactions contemplated thereby, including the   
tender offer (as discussed below) and the merger, are advisable, fair to and    
in the best interests of the stockholders of the Company, and approved the      
merger agreement and the transactions contemplated thereby, including the       
tender offer and the merger.                                                    

The merger is the second step of a two-step transaction pursuant to which   
Symantec, as the owner of all of the capital stock of Oak, will acquire the     
entire equity interest in the Company for an aggregate purchase price of        
approximately $65 million in cash (including the assumption of approximately    
$17 million in net debt). The first step was a tender offer for the             
outstanding shares at $0.52 per share net to the seller in cash. Oak acquired   
58,227,311 shares upon the consummation of the tender offer on November 17,     
1998, representing approximately 65% of the issued and outstanding shares on    
such date.                                                                      

As a result of the consummation of the tender offer, Purchaser has the right
to vote a sufficient number of outstanding shares at the Special Meeting to     
approve and adopt the merger agreement without the affirmative vote of any      
other holder of shares, thereby assuring such approval and adoption. Pursuant   
to the merger agreement, Oak is obligated to vote the shares owned by it in     
favor of approving and adopting the merger agreement. THE COMPANY CURRENTLY     
ANTICIPATES THAT THE MERGER WILL BE CONSUMMATED ON MARCH 29, 1999, OR AS        
PROMPTLY AS PRACTICABLE THEREAFTER.                                             

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Under Delaware law, holders of shares who do not vote to approve the merger 
agreement and who otherwise strictly comply with applicable requirements of     
Section 262 of the General Corporation Law of the State of Delaware may dissent 
from the merger and demand payment in cash from the Company of the fair value   
of their shares. This notice constitutes notice of appraisal rights to holders  
of shares pursuant to Section 262. Holders of shares who wish to assert         
appraisal rights, if available, should comply with the procedures set forth in  
Section 262 (a copy of which is attached as Annex II to the enclosed            
Information Statement). Appraisal rights under Section 262 are also discussed   
in the Information Statement under the heading "Appraisal Rights."              

                     By Order of the Board of Directors,
/s/ Derek Witte 
Derek Witte   
Secretary     

February 26, 1999                                                               
Marina del Rey, California                                                      

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SUPPLEMENT TO INFORMATION STATEMENT DATED FEBRUARY 26, 1999   

A complaint was filed on February 24, 1999 in the Court of Chancery of the State
of Delaware, County of New Castle, by William Skeen, a purported Quarterdeck    
stockholder, against Quarterdeck Corporation, Symantec Corporation, Oak         
Acquisition Corporation (a wholly-owned subsidiary of Symantec) and current and 
former directors of Quarterdeck. The complaint alleges, among other things,     
breach of fiduciary duty and unfair dealing in connection with the planned      
merger of Oak with and into Quarterdeck and claims that when Quarterdeck's      
directors approved the merger, they had a financial conflict of interest as a   
result of a September 1998 grant of stock options to them. The complaint also   
alleges breach of fiduciary duty and unfair dealing by Symantec, and certain of 
its officers who became directors of Quarterdeck, in connection with certain    
conduct by Symantec following the consummation of Symantec's tender offer for   
Quarterdeck's outstanding common stock, including the agreement by Symantec and 
Quarterdeck to extend the termination date of the non-exclusive license granted 
by Quarterdeck to Symantec to Quarterdeck's CleanSweep product from January 31, 
1999 to March 31, 1999. In addition, the complaint alleges that Quarterdeck's   
failure to obtain the approval of its stockholders in connection with its       
initial grant of the CleanSweep license violated a provision of Delaware law    
that requires stockholder approval of a sale, lease or exchange of all or       
substantially all of a corporation's assets. Finally, the complaint alleges that
Quarterdeck's Schedule 14D-9 relating to the tender offer contained materially  
misleading and coercive public disclosures regarding the likelihood and impact  
of the delisting of Quarterdeck's common stock by Nasdaq.                       

The plaintiff seeks to enjoin the merger and also seeks damages in an           
unspecified amount and other relief. The suit was brought by William Skeen on   
behalf of all persons who were stockholders during the relevant period and seeks
certification of a class action. While Quarterdeck and Symantec believe these   
claims are without merit, there can be no assurances as to the actual outcome of
this matter or its effect on the timing or consummation of the merger.          

Dated: February 26, 1999                                                        

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QUARTERDECK CORPORATION 
13160 MINDANAO WAY  
MARINA DEL REY, CALIFORNIA 90292  

----------------  

INFORMATION STATEMENT 

----------------  

FEBRUARY 26, 1999 

This Information Statement is being furnished by the Board of Directors     
(hereinafter the "Board" or "Board of Directors") of Quarterdeck Corporation,   
a Delaware corporation (the "Company"), to the holders of the outstanding       
shares of common stock, par value $0.001 per share (the "Shares"), of the       
Company, in connection with the proposed merger (the "Merger") of Oak           
Acquisition Corporation, a Delaware corporation ("Purchaser"), with and into    
the Company pursuant to an Agreement and Plan of Merger, dated as of            
October 15, 1998 (the "Merger Agreement"), by and among the Company,            
Purchaser, and Symantec Corporation, a Delaware corporation ("Parent" or        
"Symantec"), a copy of which is attached hereto as Annex I. As a result of the  
Merger, the Company will become a direct or indirect wholly owned subsidiary    
of Parent and each issued and outstanding Share (other than any Shares owned    
by the Company or by any subsidiary of the Company, or owned by Purchaser,      
Parent or any other subsidiary of Parent and any Shares which are held by       
stockholders who have not voted in favor of the Merger or consented thereto in  
writing and who shall have demanded appraisal for such Shares in accordance     
with Delaware law) shall be automatically converted into the right to receive   
$0.52, in cash, without interest.                                               

The Merger is the second step of a two-step transaction pursuant to which   
Parent, as the owner of all of the capital stock of Purchaser, will acquire     
the entire equity interest in the Company for an aggregate purchase price of    
approximately $65 million in cash (including the assumption of approximately    
$17 million in net debt). The first step was a tender offer for the             
outstanding Shares at $0.52 per Share net to the seller in cash (the "Offer").  
Purchaser acquired 58,227,311 Shares upon the consummation of the Offer on      
November 17, 1998, representing approximately 65% of the issued and             
outstanding Shares on such date.                                                

Upon the Merger, each holder of outstanding options that have an exercise   
price of less than $0.52 shall be entitled to receive an amount in cash equal   
to the product of the difference between $0.52 per Share and the exercise       
price of such option multiplied by the number of Shares issuable upon exercise  
of such option immediately prior to the Merger.                                 

This Information Statement accompanies a Notice of Special Meeting of       
Stockholders (the "Special Meeting") of the Company to be held on March 29,     
1999, at which time the Company's stockholders will be asked to consider and    
vote upon a proposal to approve and adopt the Merger Agreement and such other   
business as may properly come before the meeting.                               

As a result of the consummation of Offer, Purchaser has the right to vote a 
sufficient number of outstanding Shares at the Special Meeting to approve and   
adopt the Merger Agreement without the affirmative vote of any other holder of  
Shares, thereby assuring such approval and adoption. Pursuant to the Merger     
Agreement, Purchaser is obligated to vote the Shares owned by it in favor of    
approving and adopting the Merger Agreement. THE COMPANY CURRENTLY ANTICIPATES  
THAT THE MERGER WILL BE CONSUMMATED ON MARCH 29, 1999, OR AS PROMPTLY AS        
PRACTICABLE THEREAFTER.                                                         

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A    
PROXY.                                                                          

This Information Statement is first being mailed to stockholders on or about
February 26, 1999.                                                              

This Information Statement is dated February 26, 1999.  

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                         Page 
                                                                         -----
                                                                              
Summary.................................................................     1
Market Prices and Dividends.............................................     6
General; Special Meeting of Stockholders; Required Vote.................     6
Payment for Shares......................................................     7
Appraisal Rights........................................................     8
The Merger..............................................................    10
Certain Federal Income Tax Consequences of the Merger...................    23
Regulatory Matters......................................................    24
The Merger Agreement....................................................    24
The License Agreement...................................................    29
Series C Convertible Preferred Stock....................................    29
Selected Financial Data.................................................    31
Source and Amount of Funds..............................................    33
Principal Stockholders and Stock Ownership of Management................    34
Incorporation of Certain Documents by Reference.........................    35
Available Information...................................................    35
Annex I -- Agreement and Plan of Merger.................................   I-1
Annex II -- Section 262 of the General Corporation Law of the State of        
 Delaware...............................................................  II-1
Annex III -- Opinion of Broadview International LLC..................... III-1

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SUMMARY 

 The following is a summary of certain information contained elsewhere in this
Information Statement. Reference is made to the more detailed information       
contained, or incorporated by reference, in this Information Statement and the  
Annexes hereto. Unless otherwise defined herein, capitalized terms used in this 
summary have the respective meanings ascribed to them elsewhere in this         
Information Statement.                                                          

STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THIS INFORMATION STATEMENT AND
THE ANNEXES HERETO IN THEIR ENTIRETY. WE ARE NOT ASKING YOU FOR A PROXY AND YOU 
ARE REQUESTED NOT TO SEND US A PROXY.                                           

The Companies                                                                   

The Company. The Company develops and markets software products that help   
personal computer users manage information and communications. The Company      
markets its products worldwide through retail distribution, corporate           
resellers, original equipment manufacturers, direct marketing, and the          
Internet, focusing in particular on customers in "low support" environments,    
such as small offices/home offices, small businesses and work groups, and       
remote/mobile users. The Company's principal executive offices are located at   
13160 Mindanao Way, Marina del Rey, California 90292. The telephone number of   
the Company at such offices is (310) 309-3700.                                  

Purchaser. The Purchaser is a newly incorporated Delaware corporation       
organized in connection with the Offer and Merger and a direct wholly-owned     
subsidiary of Parent. To date the Purchaser has not conducted any business      
other than in connection with the Offer and the Merger. The principal executive 
offices of the Purchaser are located at 10201 Torre Avenue, Cupertino,          
California 95014-2132. The telephone number of Purchaser at such offices is     
(408) 253-9600.                                                                 

Parent. Parent is a leading producer of utility software for business and   
personal computing. Parent's business strategy is to satisfy customer needs by  
developing and marketing products across multiple operating platforms           
(currently those of Microsoft Corporation and Apple Computer, Inc.) that enable 
customers to increase productivity and help to assure the reliability, security 
and performance of computers. The principal executive offices of Parent are     
located at 10201 Torre Avenue, Cupertino, California 95014-2132. The telephone  
number of Parent at such offices is (408) 253-9600.                             

Each of the Company and Parent is subject to the informational requirements 
of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and   
in accordance therewith, files reports, proxy statements and other information  
with the Commission. Such reports, proxy statements and other information can   
be inspected and copied at the public reference facilities of the Commission as 
set forth under "Available Information" below.                                  

General                                                                         

 This Information Statement is being furnished in connection with the proposed
Merger of Purchaser into the Company pursuant to the Merger Agreement. As a     
result of the Merger, the Company will become a direct or indirect wholly owned 
subsidiary of Parent and each issued and outstanding Share (other than any      
Shares owned by the Company or by any subsidiary of the Company, or owned by    
Purchaser, Parent or any other subsidiary of Parent and any Shares which are    
held by stockholders who have not voted in favor of the Merger or consented     
thereto in writing and who shall have demanded appraisal for such Shares in     
accordance with Delaware law) will be converted into the right to receive $0.52 
in cash, without interest.                                                      

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The Merger is the second step of a two-step transaction pursuant to which   
Parent, as the owner of all of the capital stock of Purchaser, will acquire the 
entire equity interest in the Company for an aggregate purchase price of $65    
million in cash (including the assumption of approximately $17 million in net   
debt). The first step was the Offer. Purchaser acquired 58,227,311 Shares upon  
the consummation of the Offer on November 17, 1998, representing approximately  
65% of the issued and outstanding Shares on such date.                          

Pursuant to the Merger Agreement, and effective upon the consummation of the
Offer, two of the five members of the Board of Directors of the Company         
resigned as directors, the size of the Board was increased to seven members,    
and four persons designated by Parent were appointed as members of such Board   
of Directors to fill vacancies on the Board by the remaining directors, all in  
accordance with the Company's Certificate of Incorporation and Bylaws, both as  
amended.                                                                        

Special Meeting of Stockholders; Required Vote                                  

A Special Meeting of Stockholders will be held on March 29, 1999, at 8:00   
a.m. (local time) at the principal executive offices of Symantec at 10201 Torre 
Avenue, Cupertino, California 95014. At the Special Meeting, stockholders will  
be asked to consider and vote upon a proposal to approve and adopt the Merger   
Agreement and such other proposals as may be properly brought before the        
Special Meeting.                                                                

Under Delaware law and the Company's certificate of incorporation, the      
affirmative vote of a majority of the issued and outstanding Shares is required 
to approve and adopt the Merger Agreement at the Special Meeting. Only holders  
of record of Shares at the close of business on February 16, 1999 (the "Record  
Date") are entitled to notice of and to vote at the Special Meeting. At such    
date there were 89,760,799 Shares outstanding, each of which will be entitled   
to one vote on each matter to be acted upon or which may properly come before   
the Special Meeting.                                                            

As a result of the Offer, Purchaser was the holder of record of 58,227,311  
Shares on the Record Date, constituting approximately 65% of the 89,760,799     
Shares issued and outstanding on the Record Date. Pursuant to the terms of the  
Merger Agreement, Purchaser is obligated to vote all such Shares in favor of    
approving and adopting the Merger Agreement. Under Delaware law and the         
Company's certificate of incorporation, the affirmative vote of the Shares      
owned by Purchaser is sufficient to approve and adopt the Merger Agreement      
without the affirmative vote of any other holder of Shares, thereby assuring    
such approval and adoption.                                                     

Payment of Shares                                                               

Upon consummation of the Merger, the Company will make available to State   
Street Bank and Trust Company, as paying agent (the "Paying Agent") for the     
holders of record of Shares, as needed, the aggregate amount of cash to be paid 
in respect of the Shares converted into the right to receive $0.52 per Share,   
in cash, without interest pursuant to the Merger. Holders of record should use  
the Letter of Transmittal to be provided under separate cover to effect the     
surrender of certificates evidencing Shares in exchange for $0.52 per Share, in 
cash, without interest. All certificates so surrendered will be cancelled. Upon 
consummation of the Merger and surrender of a certificate evidencing Shares,    
together with a duly executed Letter of Transmittal, the holder thereof will    
receive. Any cash held by the Paying Agent that remains unclaimed by            
stockholders for six months after the effective time of the Merger will be      
returned to the Company, as the surviving corporation (the "Surviving           
Corporation") in the Merger, upon demand and thereafter stockholders may look   
only to the Company for payment thereof.                                        

 A Letter of Transmittal will be sent to all stockholders of the Company under
separate cover. The Letter of Transmittal will advise such holder of the        
procedures for surrendering to the Paying Agent certificates evidencing Shares  
in exchange for $0.52 per Share, in cash, without interest. See "Payment for    
Shares."                                                                        

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Appraisal Rights                                                                

Under Delaware law, holders of Shares who do not vote to approve the Merger 
each of whom otherwise strictly comply with applicable requirements of the      
General Corporation Law of the State of Delaware may dissent from the Merger    
and demand payment in cash from the Company of the fair value of their Shares.  
See "Appraisal Rights."                                                         

The Merger                                                                      

Background of the Merger. For a description of the events leading up to the 
approval of the Merger Agreement by the Board of Directors of the Company, see  
"The Merger--Background of the Offer and the Merger."                           

 Recommendation of the Company's Board of Directors; The Company's Reasons for
the Merger. On October 15, 1998, the Board of Directors of the Company          
determined that the Merger Agreement and the transactions contemplated thereby, 
including the Offer and the Merger, are advisable, fair to and in the best      
interests of the stockholders of the Company, and approved the Merger Agreement 
and the transactions contemplated thereby, including the Offer and the Merger.  

The Company's Board of Directors' decision to approve the Merger Agreement  
and the Merger was, among other things, based upon its analysis of the          
Company's current financial condition including its significant need to raise   
additional capital, the nature and strength of competing companies and the      
opinion of its financial advisor that the consideration to be received by the   
stockholders in the Offer and the Merger is fair to such stockholders from a    
financial point of view. See "The Merger--Recommendation of the Company's Board 
of Directors; The Company's Reasons for the Merger."                            

Parent's Reasons for the Merger. The purpose for the Merger is for Parent to
acquire all Shares not purchased pursuant to the Offer. Parent acquired control 
of, and a majority of the entire equity interest in, the Company, and upon      
consummation of the Merger, the Company will become a direct or indirect wholly 
owned subsidiary of Parent. See "The Merger--Parent's Reasons for the Merger."  

Opinion of Financial Advisor. Broadview International LLC ("Broadview"), the
Company's financial advisor, has delivered to the Company its written opinion   
to the effect that, as of October 15, 1998, the date of the Merger Agreement,   
and subject to the various assumptions and limitations stated therein, the cash 
consideration to be received by the stockholders of the Company pursuant to the 
Offer and the Merger is fair to such stockholders from a financial point of     
view. Broadview was not requested to, and has not, updated its opinion. The     
complete opinion of Broadview which sets forth the assumptions made, matters    
considered and limits of its review, is attached to this Information Statement  
as Annex III and should be read in its entirety. See "The Merger--Opinion of    
Financial Advisor."                                                             

Interests of Certain Persons in the Merger. Certain existing and former     
members of the Company's management and the Company's Board of Directors (as    
well as employees of the Company) have interests in the Merger other than as    
stockholders relating to, among other things, (i) the acceleration of the       
exercisability of outstanding options to purchase Shares and, in certain cases, 
the exchange of outstanding options for a cash payment and (ii) the terms of    
the Company's severance plan for eligible officers, providing for cash payments 
and other benefits upon termination of employment. See "The Merger--Interests   
of Certain Persons in the Merger."                                              

Accounting Treatment of the Merger. The Merger will be accounted for under  
the purchase method of accounting whereby the purchase price will be allocated  
based on the fair value of the assets acquired and the liabilities assumed by   
Parent. See "The Merger--Accounting Treatment of the Merger."                   

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 Purpose of the Merger. The purpose of the Merger is to enable Parent, through
Purchaser, to acquire the remaining equity interest in the Company not          
currently owned by Purchaser.                                                   

Conditions to the Merger. The Merger is subject to the approval of the      
Company's stockholders and to the condition that no legal restraint or          
prohibition shall be in effect which would prevent the consummation of the      
Merger or have certain other specified adverse consequences. The Company is not 
currently aware of the existence of any such restraint or prohibition. Assuming 
the satisfaction of such conditions, it is expected that the Merger will be     
consummated on March 29, 1999, or as promptly as practicable thereafter. See    
"The Merger Agreement--Conditions to the Merger."                               

Federal Income Tax Consequences of the Merger. The receipt of cash pursuant 
to the Merger Agreement or the exercise of appraisal rights will be a taxable   
transaction for federal income tax purposes. See "The Merger--Certain Federal   
Income Tax Consequences of the Merger." Stockholders are urged to consult their 
own tax advisors as to the particular tax consequences of the Merger to them,   
including the applicability and the effect of federal, state, local, foreign    
and other tax laws.                                                             

Regulatory Matters. The parties received early termination of the waiting   
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as       
amended (the "HSR Act"), on November 3, 1998. The Company filed a notification  
under Section 5 of the Mergers and Take-overs (Control) Act of 1978, as amended 
(the "Mergers Act") with the Minister for Enterprise, Trade and Employment of   
Ireland. The notification described the transaction and requested the Minister  
to state in writing that he either (i) believes the Mergers Act does not apply  
to the transaction; or (ii) does not propose to make an order restricting the   
transaction under Section 9 of the Mergers Act. On November 13, 1998, the       
parties received notice from the Minister indicating that the Mergers Act does  
not apply to the transaction. No further action of the Company is required with 
respect to compliance with the Mergers Act. The Company is not aware of any     
other federal, state or foreign regulatory requirements that remain to be       
complied with in order to consummate the Merger. See "The Merger--Regulatory    
Matters."                                                                       

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SELECTED FINANCIAL INFORMATION OF THE COMPANY 

Set forth below is certain selected consolidated financial data with respect
to the Company, excerpted or derived from the Company's Annual Report on Form   
10-K for the fiscal year ended September 30, 1998 as amended on Form 10-K/A, as 
well as the Company's Quarterly Report on Form 10-Q for the quarter ended       
December 31, 1998, each as filed with the Securities and Exchange Commission    
(the "Commission") pursuant to the Exchange Act. Certain items in the           
consolidated financial statements of fiscal 1995 and 1994 have been             
reclassified to conform to the 1997 presentation. More comprehensive financial  
information is included in such reports and other documents filed by the        
Company with the Commission. Such reports and other documents are available for 
inspection, and copies thereof are obtainable in the manner set forth below     
under "Available Information" below. All amounts shown are in thousands, except 
per share data.                                                                 

                                                        [Enlarge/Download Table]

                                    Year ended September 30,                  Three months ended December 31,  
                          ------------------------------------------------  -----------------------------------
                            1998      1997      1996      1995      1994       1998        1997                
                          --------  --------  --------  --------  --------  ----------- -----------            
                                                                            (unaudited) (unaudited)            
                                                                                                               
Statements of Operations                                                                                       
 Data:                                                                                                         
Net revenues............  $ 50,861  $ 83,787  $133,100  $117,606  $ 84,715   $  5,769     $20,626              
Cost of revenues........    14,587    21,271    49,600    34,884    27,403      2,859       4,709              
                          --------  --------  --------  --------  --------   --------     -------              
   Gross margin.........    36,274    62,516    83,500    82,722    57,312      2,910      15,917              
Operating expenses:                                                                                            
 Research and                                                                                                  
  development...........    16,640    16,419    21,314    14,286     7,520      1,167       4,681              
 Sales and marketing....    30,566    29,305    66,355    30,624    27,107      3,214       8,378              
 General and                                                                                                   
  administrative........     9,923    17,227    32,128    20,704    20,908      2,209       2,807              
 Acquisition,                                                                                                  
  restructuring and                                                                                            
  other charges.........     2,583    11,713    37,789     7,409    12,863      8,946         (51)             
 Litigation                                                                                                    
  settlement............       --      1,905       --        --        615        --          --               
                          --------  --------  --------  --------  --------   --------     -------              
   Total operating                                                                                             
    expenses............    59,712    76,569   157,586    73,023    69,013     15,356      15,815              
Operating income                                                                                               
 (loss).................   (23,438)  (14,053)  (74,086)    9,699   (11,701)   (12,446)        102              
   Other income                                                                                                
    (expense), net......     1,264    (2,143)       38       (38)     (271)       222       (498)              
Interest income                                                                                                
 (expense), net.........      (952)   (2,072)     (105)    1,922     1,365        735         267              
                          --------  --------  --------  --------  --------   --------     -------              
Income (loss) before                                                                                           
 income taxes...........   (23,126)  (18,268)  (74,153)   11,583   (10,607)   (13,403)    $   332              
Provision (benefit) for                                                                                        
 income Taxes...........        39       130       806       331    (5,982)       --           16              
                          --------  --------  --------  --------  --------   --------     -------              
Net income (loss).......  $(23,165) $(18,398) $(74,959) $ 11,252  $ (4,625)  $(13,403)    $   316              
                          ========  ========  ========  ========  ========   ========     =======              
Net income (loss) per                                                                                          
 share:                                                                                                        
 Primary................  $  (0.45) $  (0.43) $  (2.15) $   0.32  $  (0.15)  $  (0.16)    $  0.01              
                          ========  ========  ========  ========  ========   ========     =======              
 Fully diluted..........  $  (0.45) $  (0.43) $  (2.15) $   0.31  $  (0.15)  $  (0.16)    $  0.01              
                          ========  ========  ========  ========  ========   ========     =======              
Shares used to compute                                                                                         
 net income (loss) per                                                                                         
 share:                                                                                                        
 Primary................    51,609    43,168    34,894    35,557    31,825     84,002      43,363              
                          ========  ========  ========  ========  ========   ========     =======              
 Fully diluted..........    51,609    43,168    34,894    36,499    31,825     84,002      67,628              
                          ========  ========  ========  ========  ========   ========     =======              
Additional unaudited pro                                                                                       
 forma data:/1                                                                                                 
 Income (loss) before                                                                                          
  income Taxes..........  $(23,126) $(18,268) $(74,153) $ 11,583  $(10,607)  $(13,403)        332              
 Pro forma income                                                                                              
  taxes.................        39       130       806     3,406       576        --           16              
                          --------  --------  --------  --------  --------   --------     -------              
   Pro forma net income                                                                                        
    (loss)..............  $(23,165) $(18,398) $(74,959) $  8,177  $(11,183)  $(13,403)        316              
                          ========  ========  ========  ========  ========   ========     =======              
Pro forma income (loss)                                                                                        
 per share:                                                                                                    
 Primary................  $  (0.45) $  (0.43) $  (2.15) $   0.23  $  (0.35)  $  (0.16)    $  0.01              
                          ========  ========  ========  ========  ========   ========     =======              
 Fully diluted..........  $  (0.45) $  (0.43) $  (2.15) $   0.22  $  (0.35)  $  (0.16)    $  0.01              
                          ========  ========  ========  ========  ========   ========     =======              

                                      As of September 30,                           As of December 31,         
                          ------------------------------------------------  -----------------------------------
                            1998      1997      1996      1995      1994       1998        1997                
                          --------  --------  --------  --------  --------  ----------- -----------            
                                                                            (unaudited) (unaudited)            
                                                                                                               
Balance Sheet Data:                                                                                            
Working capital /                                                                                              
 (deficiency)...........  $  1,955  $  6,917  $ (4,684) $ 29,490  $ 29,147   $ (7,980)     17,863              
Total assets............    19,525    55,881    76,781    76,699    62,471     10,861      52,036              
Long-term obligations...    25,022    25,114    25,108       164       701     25,022      25,089              
Stockholders' equity....   (17,933)    1,173     4,425    44,270    36,606    (29,600)      4,110              
Other Data:                                                                                                    
Book Value Per Share....       --        --        --        --        --    $  (0.33)        --               

-------                                                                         
/1 On June 30, 1995, the Company completed the acquisition of Landmark Research 
International Corporation ("Landmark"). The acquisition was treated as a  
pooling of interests and accordingly, the information presented above was 
restated to reflect this transaction. Prior to June 30, 1995, Landmark    
elected to be taxed as an S corporation whereby the income tax effects of 
Landmark's activities accrued directly to its shareholders. Landmark's S  
corporation election terminated on June 30, 1995, at the time of the      
acquisition. On March 28, 1996, the Company completed the acquisition of  
  Datastorm Technologies, Inc. ("Datastorm"). The acquisition was treated as a
pooling of interests and accordingly, the information presented above was 
restated to reflect this transaction. Prior to being acquired by the      
Company, Datastorm elected to be taxed as an S corporation whereby the    
income tax effects of Datastorm's activities accrued directly to the      
shareholders. Datastorm's S corporation election terminated at the time of
  acquisition. The pro forma information reflects the estimated tax expense as
if Landmark and Datastorm were C corporations for all of the periods      
presented.                                                                

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MARKET PRICES AND DIVIDENDS 

Until October 15, 1998, the Shares were listed and principally traded on the
Nasdaq National Market under the symbol "QDEK" and the Shares are now traded    
on the OTC Bulletin Board. The following table sets forth, for the quarters     
indicated, the high and low sales prices per Share on the Nasdaq National       
Market through October 15, 1998 and on the OTC Bulletin Board for periods       
ending thereafter:                                                              

                                                                [Download Table]

                                                              High     Low   
                                                            -------- --------
                                                                             
Fiscal Year ended September 30, 1997:                                        
  First Quarter............................................ $7 1/4   $3 15/16
  Second Quarter...........................................  6 5/16   2      
  Third Quarter............................................  3 9/16   2 1/8  
  Fourth Quarter...........................................  3 11/16  2 3/8  
Fiscal Year ended September 30, 1998:                                        
  First Quarter............................................ $3 1/8   $1 3/16 
  Second Quarter...........................................  2 25/32  1 9/16 
  Third Quarter............................................  3          5/8  
  Fourth Quarter...........................................  1 1/32     1/4  
Fiscal Year ending September 30, 1999                                        
  First Quarter............................................ $  22/32 $  9/32 
  Second Quarter (through February 12, 1999)............... $  33/64 $  13/32

On October 15, 1998, the last full trading day prior to the announcement of 
the execution of the Merger Agreement and of Purchaser's intention to commence  
the Offer, the closing price per Share as reported on the Nasdaq National       
Market was $0.4375. On October 16, 1998, the last full trading day prior to     
the commencement of the Offer, the closing price per Share as reported on the   
OTC Bulletin Board was $0.4375. On February 12, 1999, the closing price per     
Share as reported on the OTC Bulletin Board was $0.507.                         

The Company has never declared or paid cash dividends on the Shares. The    
Merger Agreement provides that, except as may agreed to in writing by Parent,   
the Company may not declare, set aside or pay any dividends on or make any      
other distributions in respect of any of its capital stock.                     

GENERAL; SPECIAL MEETING OF STOCKHOLDERS; REQUIRED VOTE 

This Information Statement is being furnished by the Company in connection  
with the proposed Merger of Purchaser into the Company pursuant to the Merger   
Agreement. As a result of the Merger, the Company will become a direct or       
indirect wholly owned subsidiary of Parent and each issued and outstanding      
Share (other than any Shares owned by the Company or by any subsidiary of the   
Company, or owned by Purchaser, Parent or any other subsidiary of Parent and    
any Shares which are held by stockholders who have not voted in favor of the    
Merger or consented thereto in writing and who shall have demanded appraisal    
for such Shares in accordance with Delaware law) shall be automatically         
converted into, and exchanged for, the right to receive $0.52, in cash,         
without interest.                                                               

The Merger is the second step of a two-step transaction pursuant to which   
Parent, as the owner of all of the capital stock of Purchaser, will acquire     
the entire equity interest in the Company for an aggregate purchase price of    
approximately $65 million in cash (including the assumption of approximately    
$17 million in net debt). The first step was the Offer. Purchaser acquired      
58,227,311 Shares upon the consummation of the Offer on November 17, 1998,      
representing approximately 65% of the issued and outstanding Shares on such     
date.                                                                           

Pursuant to the Merger Agreement, and effective upon the consummation of the
Offer, two of the five members of the Board of Directors of the Company         
resigned as directors, the size of the Board was increased to seven members,    
and four persons designated by Parent were appointed as members of such Board   
of Directors to fill vacancies on the Board by the remaining directors, all in  
accordance with the Company's Certificate of Incorporation and Bylaws, both as  
amended.                                                                        

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The Special Meeting will be held on March 29, 1999, at 8:00 a.m. (local     
time) at the principal executive offices of Symantec at 10201 Torre Avenue,     
Cupertino, California 95014. At the Special Meeting, stockholders will be       
asked to consider and vote upon a proposal to approve and adopt the Merger      
Agreement and such other proposals as may be properly brought before the        
Special Meeting. Representatives of the Company's accountants are not expected  
to be present at the Special Meeting.                                           

Under Delaware law and the Company's certificate of incorporation, the      
affirmative vote of a majority of the issued and outstanding Shares is          
required to approve and adopt the Merger Agreement at the Special Meeting.      
Only holders of record of Shares at the close of business on the Record Date    
are entitled to notice of and to vote at the Special Meeting. At such date      
there were 89,760,799 Shares outstanding, each of which will be entitled to     
one vote on each matter to be acted upon or which may properly come before the  
Special Meeting.                                                                

As a result of the Offer, Purchaser was the holder of record of 58,227,311  
Shares on the Record Date, constituting approximately 65% of the 89,760,799     
Shares outstanding on the Record Date. Pursuant to the terms of the Merger      
Agreement, Purchaser is obligated to vote all such Shares in favor of           
approving and adopting the Merger Agreement. Under Delaware law and the         
Company's certificate of incorporation, the affirmative vote of such Shares     
will be sufficient to approve and adopt the Merger Agreement without the        
affirmative vote of any other holder of Shares, thereby assuring such approval  
and adoption. THE COMPANY CURRENTLY ANTICIPATES THAT THE MERGER WILL BE         
CONSUMMATED ON MARCH 29, 1999, OR AS PROMPTLY AS PRACTICABLE THEREAFTER.        

The Merger will become effective upon the filing of a certificate of merger 
with the Secretary of State of the State of Delaware in accordance with the     
General Corporation Law of the State of Delaware. As used in this Information   
Statement, "Effective Time" means the effective time of the Merger under the    
General Corporation Law of the State of Delaware.                               

PAYMENT FOR SHARES  

General. Upon consummation of the Merger, Parent will make available to the 
Paying Agent for the holders of record of Shares, as needed after the           
Effective Time, the aggregate amount of cash to be paid in respect of the       
portions of Shares converted into cash pursuant to the Merger. Holders of       
record should use a Letter of Transmittal to effect the surrender of            
certificates evidencing Shares in exchange for $0.52 per Share, in cash,        
without interest. All certificates so surrendered will be cancelled. Upon       
consummation of the Merger and surrender of certificates evidencing Shares,     
together with a duly executed Letter of Transmittal, the holder of record       
thereof will receive in exchange for each Share surrendered $0.52, in cash,     
without interest. Any cash held by the Paying Agent that remains unclaimed by   
stockholders for six months after the Effective Time will be returned to the    
Surviving Corporation upon demand and thereafter stockholders may look only to  
the Surviving Corporation for payment thereof.                                  

Letter of Transmittal. A Letter of Transmittal will be sent to all          
stockholders of record of the Company as of the Effective Time under separate   
cover. The Letter of Transmittal will advise such holders of the procedures     
for surrendering to the Paying Agent certificates evidencing Shares in          
exchange for cash.                                                              

Valid Surrender of Shares. For Shares to be validly surrendered pursuant to 
the Merger, a Letter of Transmittal (or a manually signed facsimile thereof),   
properly completed and duly executed, with any required signature guarantees,   
must be received by the Paying Agent, at one of its addresses set forth in the  
Letter of Transmittal and either (i) certificates representing Shares must be   
received by the Paying Agent or (ii) such Shares must be delivered by book-     
entry transfer.                                                                 

Book-Entry Transfer. The Paying Agent will establish an account with respect
to the Shares at The Depository Trust Company (the "Book-Entry Transfer         
Facility") for purposes of the Merger. Any financial institution that is a      
participant in the Book-Entry Transfer Facility's systems may make book-entry   
delivery of                                                                     

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Shares by causing the Book-Entry Transfer Facility to transfer such Shares      
into the Paying Agent's account at the Book-Entry Transfer Facility in          
accordance with the Book-Entry Transfer Facility's procedure for such           
transfer.                                                                       

Signature Guarantees. No signature guarantee is required on the Letter of   
Transmittal (i) if the Letter of Transmittal is signed by the registered        
holder (which term includes any participant in the Book-Entry Transfer          
Facility's systems whose name appears on a security position listing as the     
owner of the Shares) of Shares delivered therewith and such registered holder   
has not completed either the box entitled "Special Delivery Instructions" or    
the box entitled "Special Payment Instructions" on the Letter of Transmittal    
or (ii) if such Shares are delivered for the account of a financial             
institution (including most commercial banks, savings and loan associations     
and brokerage houses) that is a participant in the Securities Transfer Agents   
Medallion Program (an "Eligible Institution"). In all other cases, all          
signatures on the Letter of Transmittal must be guaranteed by an Eligible       
Institution. If certificates are registered in the name of a person other than  
the signer of the Letter of Transmittal, or if payment is to be made to a       
person other than the registered holder of the certificates surrendered, the    
delivered certificates must be endorsed or accompanied by appropriate stock     
powers, signed exactly as the name or names of the registered holders appear    
on the certificates, with the signatures on the certificates or stock powers    
guaranteed as described above.                                                  

THE METHOD OF DELIVERY OF CERTIFICATES FOR SHARES, THE LETTER OF TRANSMITTAL
AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY     
TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE STOCKHOLDER AND THE         
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE PAYING AGENT.   
IF DELIVERY IS MADE BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,     
PROPERLY INSURED, IS RECOMMENDED.                                               

Backup Federal Income Tax Withholding. Under the federal income tax laws,   
unless an exception applies under the applicable rules and regulations, the     
Paying Agent will be required to withhold 31% of the amount of any payments     
made to stockholders pursuant to the Merger. To prevent such backup federal     
income tax withholding with respect to the $0.52 per Share, in cash, without    
interest payable to a stockholder, such stockholder must generally provide the  
Paying Agent with such stockholder's correct taxpayer identification number     
and certify that such stockholder is not subject to backup federal income tax   
withholding by completing the substitute Form W-9 included in the Letter of     
Transmittal. If the stockholder is a nonresident alien or foreign entity not    
subject to backup withholding, such stockholder must give the Paying Agent a    
completed Form W-8 Certificate of Foreign Status prior to the receipt of any    
payments.                                                                       

APPRAISAL RIGHTS  

Stockholders of the Company are entitled to appraisal rights under Section  
262 of the General Corporation Law of the State of Delaware ("Section 262") as  
to Shares owned by them. Set forth below is a summary description of Section    
262. Section 262 is reprinted in its entirety as Annex II to this Information   
Statement. All references in Section 262 and in this summary to a               
"stockholder" are to the record holder of the Shares as to which appraisal      
rights are asserted. A person having a beneficial interest in Shares that are   
held of record in the name of another person, such as a broker or nominee,      
must act promptly to cause the record holder to follow the steps summarized     
below properly and in a timely manner to perfect whatever appraisal rights the  
beneficial owner may have.                                                      

FOR MORE DETAIL REGARDING APPRAISAL RIGHTS, SEE ANNEX II. THIS SUMMARY AND  
ANNEX II SHOULD BE REVIEWED CAREFULLY BY ANY HOLDER WHO WISHES TO EXERCISE      
STATUTORY APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE THE RIGHT TO DO SO         
BECAUSE FAILURE TO COMPLY STRICTLY WITH THE PROCEDURES SET FORTH HEREIN AND     
THEREIN WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS.                            

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In accordance with Section 262, any stockholder may, before the vote at the 
Special Meeting upon the proposal to approve and adopt the Merger Agreement,    
demand in writing from the Company the appraisal of the fair value of such      
stockholder's Shares. Such demand must reasonably inform the Company of the     
identity of the stockholder and that the stockholder intends thereby to demand  
the appraisal of such stockholder's Shares. In order to be entitled to          
appraisal rights with respect to any Shares, a stockholder must be the record   
holder of such Shares on the date of such demand, must continuously hold such   
Shares through the Effective Time, must properly demand an appraisal as         
described in this paragraph and the following paragraphs, and must not vote in  
favor of the proposal to approve and adopt the Merger Agreement. Any            
stockholder (other than a record owner who is acting as a nominee holder for    
different beneficial owners) seeking to exercise appraisal rights for a         
portion, but not all, of such stockholder's Shares should consult with legal    
counsel before taking any such action. The Company believes that Delaware law   
has not clearly addressed the ability of such a stockholder to exercise         
appraisal rights with respect to a portion, but not all, of such stockholder's  
Shares. Should a stockholder (other than a record owner who is acting as a      
nominee holder for different beneficial owners) seek to exercise appraisal      
rights with respect to a portion, but not all, of such stockholder's Shares,    
the Company presently intends to assert that by doing so such stockholder has   
waived such stockholder's appraisal rights. Stockholders should be aware that   
a Delaware court may find that such stockholder has so waived such              
stockholder's appraisal rights. A stockholder who elects to exercise appraisal  
rights must mail or deliver such stockholder's written demand to the President  
of the Company at 13160 Mindanao Way, Marina del Rey, California 90292. A vote  
against the Merger or a failure to vote for the Merger would not by itself      
constitute sufficient notice of a stockholder's election to exercise appraisal  
rights.                                                                         

A demand for appraisal must be executed by or for the stockholder of record,
fully and correctly, as such stockholder's name appears on the certificate or   
certificates representing his Shares. If the Shares are owned of record in a    
fiduciary capacity, such as by a trustee, guardian, or custodian, such demand   
must be executed by the fiduciary. If the Shares are owned of record by more    
than one person, as in a joint tenancy or tenancy in common, such demand must   
be executed by all joint owners. An authorized agent, including an agent for    
two or more joint owners, may execute the demand for appraisal for a            
stockholder of record; however, the agent must identify the record owner and    
expressly disclose the fact that, in exercising the demand, such person is      
acting as agent for the record owner.                                           

A record owner, such as a broker, who holds Shares as a nominee for others, 
may exercise appraisal rights with respect to the Shares held for all or less   
than all beneficial owners of Shares as to which such person is the record      
owner. In such case, the written demand must set forth the number of Shares     
covered by such demand. Where the number of Shares is not expressly stated,     
the demand will be presumed to cover all Shares outstanding in the name of      
such record owner. Beneficial owners who are not record owners and who intend   
to exercise appraisal rights should instruct the record owner to comply         
strictly with the statutory requirements with respect to the exercise of        
appraisal rights.                                                               

Within 120 days after the Effective Time, either the Surviving Corporation  
or any stockholder who has complied with the required conditions of Section     
262 may file a petition in the Delaware Court of Chancery (the "Delaware        
Chancery Court") demanding a determination of the fair value of the Shares of   
the dissenting stockholders. If a petition for an appraisal is timely filed,    
after a hearing on such petition, the Delaware Chancery Court will determine    
which stockholders are entitled to appraisal rights and will appraise the       
Shares formerly owned by such stockholders, determining the fair value of such  
Shares, exclusive of any element of value arising from the accomplishment or    
expectation of the Merger, together with a fair rate of interest, if any, to    
be paid upon the amount determined to be the fair value. In determining such    
fair value, the Delaware Chancery Court is to take into account all relevant    
factors.                                                                        

Stockholders considering seeking appraisal should note that the "fair value"
of their Shares determined under Section 262 could be more than, the same as    
or less than $0.52 per Share, and that opinions of investment banking firms as  
to fairness, from a financial point of view, are not opinions as to fair value  
under Section 262. The cost of the appraisal proceeding may be determined by    
the Delaware Chancery Court and taxed against the parties as the Delaware       
Chancery Court deems equitable in the circumstances. Upon application of a      
dissenting                                                                      

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stockholder, the Delaware Chancery Court may order that all or a portion of     
the expenses incurred by any dissenting stockholder in connection with the      
appraisal proceeding, including without limitation, reasonable attorneys' fees  
and the fees and expenses of experts, be charged pro rata against the value of  
all Shares entitled to appraisal.                                               

From and after the Effective Time, no stockholder who has duly demanded     
appraisal in compliance with Section 262 will be entitled to vote for any       
purpose the Shares subject to such demand or to receive payment of dividends    
or other distributions on such Shares, except for dividends or distributions    
payable to stockholders of record at a date prior to the Effective Time.        

At any time within 60 days after the Effective Time, any stockholder shall  
have the right to withdraw such stockholder's demand for appraisal and to       
accept the terms offered in the Merger Agreement; after this period, a          
stockholder may withdraw such stockholder's demand for appraisal only with the  
consent of the Surviving Corporation. If no petition for appraisal is filed     
with the Delaware Chancery Court within 120 days after the Effective Time,      
stockholders' rights to appraisal shall cease, and all stockholders who had     
previously demanded appraisal shall thereafter be entitled to receive the       
$0.52 per Share, in cash, without interest thereon, upon valid surrender of     
the certificates that formerly represented their Shares. Inasmuch as the        
Company has no obligation to file such a petition, and has no present           
intention to do so, any stockholder who desires such a petition to be filed is  
advised to file it on a timely basis. However, no petition timely filed in the  
Delaware Chancery Court demanding appraisal shall be dismissed as to any        
stockholder without the approval of the Delaware Chancery Court, and such       
approval may be conditioned upon such terms as the Delaware Chancery Court      
deems just.                                                                     

THE MERGER  

Background of the Offer and the Merger                                          

Set forth below is a description of the background of the Offer and the     
Merger, including a brief description of the material contacts between Parent   
and its affiliates and the Company and its affiliates regarding the             
transactions described herein. Until the consummation of the Offer, the Board   
of Directors of the Company consisted of the following individuals: Frank W.T.  
LaHaye, King R. Lee, William H. Lane III, Dr. Howard L. Morgan and Joyce        
Wrenn.                                                                          

In early 1997, the Company's Board of Directors resolved to undertake a     
search for strategic alternatives to the Company's then current strategy. The   
Company's Board of Directors decided to retain an investment banker to explore  
the capital needs of the Company and the strategic alternatives available to    
the Company, including an expansion into additional product lines, a            
partnering of the Company with third parties, and a sale of particular product  
lines or of the entire Company.                                                 

On or about May 22, 1997, Broadview presented to the Company's Board of     
Directors its analysis of the strategic alternatives available to the Company.  
In light of this presentation, the Company engaged Broadview on June 19, 1997   
to advise the Company with respect to opportunities involving partnering with   
third parties or the sale of either all of the Company or of particular         
product lines.                                                                  

In late September 1997 and the following months, the Company issued         
approximately $29 million of its Series C Convertible Preferred Stock and       
related warrants. The Company used the net proceeds of this sale for working    
capital and to redeem all $10 million of its outstanding Series B Preferred     
Stock.                                                                          

During the period from June 1997 to March 1998, Broadview conducted         
extensive interviews with senior management, engaged in customary due           
diligence procedures, analyzed valuation parameters, explored new product       
opportunities and product line sales and developed a list of potential          
acquirors for the Company. Broadview and the Company's Board of Directors       
discussed and explored these possibilities in numerous meetings. Broadview and  
the Company contacted several parties to explore partnering relationships       
and/or the sale of the entire Company. As of March 1998, no party had           
expressed serious interest in partnering with or acquiring the Company and the  
Company terminated its engagement of Broadview.                                 

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In April 1998, however, a publicly traded company contacted the Company and 
expressed interest in entering into a partnering relationship with the          
Company. The parties held preliminary discussions until June 1998 when the      
potential partner was acquired by a third party.                                

On June 3, 1998, the Company was notified by the Nasdaq National Market     
("Nasdaq") of the possible delisting of the Common Stock due to the failure of  
the Common Stock to satisfy Nasdaq's continued listing requirements.            

In June 1998, the Company's Board of Directors continued to discuss the     
Company's need for capital and the status of possible strategic alternatives.   
On June 24, 1998, the Company signed an engagement letter with TikSoft LLC      
(which letter was subsequently assigned to Software Syndicate, Inc. ("SSI")),   
pursuant to which SSI agreed to assist the Company with respect to              
opportunities involving four potential acquirors where the Company believed     
SSI had a relationship with one or more members of senior management or of the  
Board of Directors. SSI's role with respect to each of the four companies       
(including Parent) was primarily to utilize its relationships to initiate       
discussions between one or more of such companies and the Company. SSI          
assisted in initiating discussions between Parent and the Company, but did not  
become involved in the negotiation of the Merger Agreement.                     

In June 1998, the Company determined that additional cost-cutting measures, 
including layoffs, were needed in order to manage cash flow. In late June       
1998, the Company laid off 70 employees. On July 6, 1998, Curtis Hessler        
resigned as the Chief Executive Officer of the Company and King R. Lee was      
appointed Interim Chief Executive Officer and President.                        

In July 1998, SSI introduced the Company to another publicly traded company 
interested in a merger. The parties held several meetings, conducted mutual     
standard due diligence, interviewed senior management at the respective         
companies and entered into a confidentiality agreement regarding the matter.    
The preliminary discussions focused on a stock for stock merger. The parties    
ultimately terminated these discussions in September 1998 without any           
agreement regarding a transaction. The other party suffered a significant drop  
in the price of its stock after announcing lower than expected earnings, which  
made it reluctant to continue to pursue a stock for stock merger. In addition,  
after preliminary diligence certain members of the Company's management had     
some reservations as to whether a stock transaction with this party would be    
in the best interests of the Company's stockholders, primarily as a result of   
the other party's own need for additional capital.                              

By letter dated July 13, 1998, Nasdaq advised the Company that it was not   
convinced the Company could satisfy Nasdaq's continued listing requirements.    
At the Company's request, an oral hearing on the matter was scheduled for late  
August. In connection with its preparation for such oral hearing, and to        
assist the Company in its exploration of its strategic alternatives, the        
Company again retained Broadview as its financial advisor on August 4, 1998.    

On August 10, 1998, Broadview discussed with the Company a list of          
approximately 20 potential partners or acquirors, including Parent. Over the    
next few weeks, Broadview and SSI contacted several parties, including Parent,  
none of whom expressed interest in acquiring the Company at that time. In mid   
to late August, Broadview and SSI again contacted Parent and discussed the      
Company generally, as well as the existence of potentially significant net      
operating losses of the Company that could be advantageous to a potential       
buyer. As of June 30, 1998, Quarterdeck had approximately $93 million in        
estimated federal net operating loss carryforwards (the use of which is         
subject to various restrictions and limitations under applicable current tax    
regulations). Symantec anticipates future utilization of approximately $60      
million of the Company's federal net operating loss carryforwards. The          
remaining federal net operating loss carryforwards of approximately $33         
million are expected to expire due to the "change of ownership" rules under     
Section 382 of the Internal Revenue Code and thus are not expected to by        
utilized by Parent. At that point, Parent expressed interest in a transaction   
with the Company to SSI and Broadview. Broadview contacted Gordon E. Eubanks,   
Jr., the Chief Executive Officer of Parent, with additional information about   
the Company. Representatives of Broadview and Parent held several telephone     
calls and discussed possible transaction alternatives through the end of        
August.                                                                         

On August 27, 1998, the Company had a hearing with Nasdaq regarding the     
potential delisting of the Company's Common Stock.                              

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On September 11, 1998, Enrique T. Salem, Chief Technical Officer of Parent, 
contacted Suzanne Dickson, Vice President of Product Management of the          
Company, to discuss the possibility of the Company entering into a technology   
licensing agreement with Parent with respect to the Company's CleanSweep        
uninstaller product. On September 13, 1998, the Company replied that it was     
not interested in licensing its CleanSweep product and instead proposed a       
license of its RemoveIt uninstaller product, which also has some of the         
capabilities of the Norton Uninstall Deluxe product. On September 18, 1998,     
Parent and the Company entered into a license agreement under which the         
Company granted to Parent a nonexclusive license to distribute the Company's    
RemoveIt uninstaller. Pursuant to such license agreement, Parent agreed to pay  
the Company royalties equal to 8% of net revenue from the distribution of       
RemoveIt, provided that the royalty per unit shall not be less than $1.00 per   
copy. Parent also agreed to pay to the Company, upon full delivery of           
RemoveIt, the sum of $500,000 as a non-refundable advance against royalties.    
The initial term of this license agreement continues until September 30, 2000;  
Parent may elect to extend the term for an additional one-year period. Either   
party may terminate the license agreement upon 30 days prior written notice if  
the other party is in material breach of any terms of the license agreement,    
provided that such breach is not cured within such 30-day period. The Company   
may terminate the license agreement upon 30 days notice in the event that       
Parent distributes another product that provides substantially the same         
functionality as RemoveIt.                                                      

In mid-September 1998, Broadview reported to the Company's Board of         
Directors that Parent had proposed that the transaction take the form of an     
acquisition of the Company's assets. On September 15, 1998, representatives of  
Parent and the Company met at the Company's offices to discuss the Company's    
financial performance and condition, and Parent and the Company entered into a  
Confidentiality Agreement, pursuant to which Parent was furnished with certain  
financial and business information concerning the Company. Over the next few    
weeks, discussions between Parent and the Company continued in which Broadview  
represented the Company in framing possible transaction alternatives.           

Also in mid-September, the Company and Broadview met and held preliminary   
discussions with an investment group proposing a recapitalization and           
acquisition of the Company as part of an industry segment consolidation. The    
discussions were terminated with no expression of interest by such party after  
the parties determined they would be unlikely to obtain financing.              

On September 17, 1998, the Company's Board of Directors met to discuss the  
status of negotiations between Parent and the Company. On September 18, 1998,   
representatives of Parent notified the Company of the Parent's interest in      
commencing due diligence investigations of the Company. In response to this     
call, the Company organized diligence materials and prepared them for review    
by Parent and its legal and financial advisors. Two senior executives of        
Parent met with representatives of the Company at the Company's offices on      
Monday, September 21, 1998.                                                     

On September 23, 1998, the Company's Board of Directors met. Representatives
of Broadview informed the Company's Board of Directors about their discussions  
with Parent's representatives earlier that day. During these discussions,       
Parent had indicated its willingness to proceed with a tender offer and         
subsequent merger, with the grant by the Company of a nonexclusive license      
agreement for the Company's CleanSweep product. The Company's Board of          
Directors discussed the framework of Parent's proposals concerning a possible   
transaction. The Company's Board of Directors indicated that a substantial      
risk would be involved if the Company granted Parent a license to the           
CleanSweep product and the proposed tender offer and merger did not close. The  
Company's Board of Directors also discussed the possibility of selling the      
CleanSweep product line on a stand-alone basis. The Company's Board of          
Directors instructed Broadview and its management team to resist the granting   
of the CleanSweep license if at all possible and also to explore selling the    
CleanSweep product line on a stand-alone basis. The Board's resistance to       
granting the CleanSweep license was based in part on its belief that if a       
CleanSweep license was granted to Parent (depending on when it became           
effective and on what terms) it might make the acquisition of the Company as a  
whole less attractive to Parent and to other potential bidders.                 

During the period from September 24, 1998 through the end of September, the 
Company's Board of Directors held several meetings in which representatives of  
Broadview, the Company's legal counsel and the                                  

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Company's management team participated. The principal terms of the proposed     
transaction were reviewed and discussed. The Company's Board of Directors also  
discussed the possibility of any other acquirors or partners becoming           
available, and representatives of Broadview advised the Company's Board of      
Directors that no other potential investors and acquirors had expressed         
interest in the Company. The Company's Board of Directors instructed            
management to continue negotiating and attempt to avoid granting the license    
of CleanSweep (and/or to delay the time that Parent would have the right to     
distribute the CleanSweep product under the License Agreement), and to address  
the additional concerns raised by the Company's Board of Directors. During      
this time period, the Company's Board of Directors received a memorandum from   
its counsel outlining its fiduciary duties in the context of a potential        
change of control. Also during this period, the Company and Parent decided      
that they would not be able to agree on the price or terms of a sale of the     
CleanSweep product line on a stand-alone basis.                                 

From early October to October 15, 1998, representatives of the Company,     
Broadview and the Company's legal counsel held discussions with                 
representatives of Parent and Parent's legal counsel to negotiate various       
aspects of, and the definitive agreements related to, the acquisition           
proposal. In addition, from time to time during such period, Parent's legal     
counsel, accountants and representatives of Parent conducted legal, financial   
and technical reviews of the Company.                                           

On October 3, 1998, after receiving a preliminary indication of price from  
Parent, the Company's Board of Directors authorized the Company's management    
to enter into a Non-disclosure Agreement, under which the Company agreed not    
to solicit takeover proposals from third parties through the close of business  
on October 13, 1998, which period was subsequently extended through the close   
of business on October 16, 1998. During the first week of October 1998, the     
Company's Board of Directors held several meetings regarding the status of the  
negotiations. Also during this period, the Company's Board of Directors and     
its representatives continued to negotiate with Parent about the terms of the   
transaction, including the license of CleanSweep. Parent insisted that the      
license was an integral part of the transaction and that the transaction could  
not be consummated without it.                                                  

On October 7, 1998, the Company's Board of Directors held a meeting during  
which the Company's legal counsel reviewed for the Company's Board of           
Directors (i) its fiduciary duties in the context of a sale of the Company and  
(ii) the status of negotiations of the terms of the proposed transaction.       
Counsel for the Company explained the Board's fiduciary duties in the context   
of granting the license of CleanSweep requested by Parent. Representatives of   
Broadview summarized the proposed transaction with a review of the Company's    
financial performance, management projections, and recent stock price           
performance, and discussed a draft analysis of premiums paid in comparable      
public company transactions. The Company's management also reviewed for the     
Company's Board of Directors the Company's financial and operating history,     
discussions relating to the unsuccessful search by Broadview and SSI for        
additional potential partners or acquirors, discussions regarding the           
potential delisting of the Common Stock by Nasdaq, the nature and strength of   
competing companies, industry developments and comparable transactions. The     
Company's Board of Directors discussed the continuing need for financing. The   
Company's Board of Directors then discussed the open issues related to          
Parent's acquisition proposal and directed management to continue negotiations  
with Parent.                                                                    

From October 7 through October 15, 1998, representatives of the Company's   
management and the Company's Board of Directors continued to negotiate the      
transaction with Parent. During such negotiations, the terms of the             
transaction, including the terms upon which the license of CleanSweep would     
become effective, were discussed and agreed upon, and discussions on valuation  
occurred.                                                                       

On October 15, 1998, the Company's Board of Directors held a meeting to     
review and discuss Parent's proposed acquisition of the Company. At this        
meeting, the Company's legal counsel gave a presentation to the Board on the    
terms of the Merger Agreement and related documents, the structure of the       
Offer and the Merger, the terms of the License Agreement and the Board's        
fiduciary duties to stockholders. The Company's Board of Directors also         
received an opinion from Broadview to the effect that, as of such date, the     
consideration to be received by the holders of Shares pursuant to the Offer     
and the Merger as contemplated in the Merger Agreement was fair from a          
financial point of view to such holders. In delivering its opinion, Broadview   
presented a variety                                                             

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of considerations, both qualitative and quantitative. These included            
discussions on the rationale for the Merger, comparisons to other public        
companies and relevant mergers and acquisitions and other analyses Broadview    
deemed appropriate. For more detail regarding Broadview's opinion, see          
"Opinion of Financial Advisor" below. The Company's Board members discussed     
the terms of the proposed acquisition with its advisors and among themselves.   
Following this discussion, the Company's Board of Directors unanimously (a)     
determined that the Merger Agreement, the License Agreement (described and      
defined below) and the transactions contemplated thereby, including each of     
the Offer and the Merger, are advisable, fair to and in the best interests of   
the holders of the Shares, (b) approved and adopted the Merger Agreement and    
the transactions contemplated thereby, and (c) resolved to recommend that the   
stockholders of the Company accept the Offer, tender their shares of Common     
Stock pursuant to the Offer and approve and adopt the Merger Agreement and      
approve the transactions contemplated thereby.                                  

At approximately 1:00 p.m., Pacific Standard Time on October 15, 1998,      
Parent and the Company executed the Merger Agreement and the License Agreement  
and, simultaneously, the directors and executive officers of the Company        
executed the Stockholder Agreements. After the close of trading on October 15,  
1998, the Company and Parent issued a press release announcing the execution    
of the Merger Agreement and the License Agreement. Shortly thereafter, the      
Company received notification from Nasdaq by fax that the Common Stock had      
been delisted, effective at the close of trading on October 15, 1998, for       
failure to satisfy certain continued listing requirements.                      

Recommendation of the Company's Board of Directors; the Company's Reasons for   
the Merger                                                                      

The Company's Board of Directors' decision to approve the Merger Agreement  
and the Merger was, among other things, based upon its analysis of the          
Company's current weak financial condition including its significant need to    
raise additional capital and the difficulty in obtaining such financing and     
the strength of competing companies, both of which led the Board to conclude    
it would be difficult for the Company to be successful as a stand alone         
entity, and the opinion of its financial advisor that the consideration to be   
received by the stockholders in the Offer and the Merger is fair to such        
stockholders from a financial point of view.                                    

In approving the Merger Agreement and the transactions contemplated thereby,
and recommending that all stockholders tender their Shares pursuant to the      
Offer, the Company's Board of Directors considered a number of factors,         
including:                                                                      

 (1) Broadview's presentations to the Company's Board of Directors and its
opinion to the effect that, as of the date of its opinion and based upon    
and subject to certain matters stated therein, the $0.52 per Share cash     
consideration to be received by the holders of Shares pursuant to the Offer 
and the Merger was fair to the stockholders of the Company, from a          
financial point of view (the "Fairness Opinion"), which was an important    
factor in the Board's determination that the $0.52 price per Share was fair 
to the stockholders of the Company. The full text of Broadview's written    
Fairness Opinion is attached as Annex III to this Information Statement.    
STOCKHOLDERS ARE URGED TO READ SUCH OPINION IN ITS ENTIRETY.                

(2) that the $0.52 per share tender offer price represents a premium of 
10.9%, 28.0% and 95.5% over the closing price of the Common Stock on        
October 14, 1998 (one day prior to the announcement of the Merger           
Agreement), September 17, 1998 (20 days prior to such announcement) and     
September 2, 1998 (30 days prior to such announcement), respectively;       

(3) the declining price of the Shares on Nasdaq over the last two years,
and the fact that the price of the Common Stock would adversely impact the  
ability of the Company to make acquisitions using its Common Stock or to    
successfully raise additional equity capital which the Board determined     
would significantly impair the ability of the Company to compete as an      
independent company;                                                        

(4) the Company's difficulty in competing effectively with companies    
having significantly greater financial and marketing resources than the     
Company, especially given that (i) the industry segments in                 

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which certain of the Company's leading products compete were entering a     
period of predicted decline, (ii) the anticipated industry shift to "suite  
products," which bundle a number of utility products into one package,      
would likely adversely impact revenues from the Company's products, the     
majority of which are individual utility products and (iii) the fact that   
the Company does not currently possess the ability to obtain or develop the 
additional products necessary to compete in the "suite" market environment; 

(5) the significant need for the Company to raise additional capital to 
support research and development activities that would be necessary to      
rebuild revenues in light of the market factors noted above and the         
Company's Board of Director's belief, which was based on the advice of      
Company management and Broadview, that the Company's ability to raise       
capital would be impaired by the financial condition of the Company,        
including the terms of its outstanding debt and Series C Convertible        
Preferred Stock, and the condition of the capital markets generally;        

(6) the potential adverse impact of the pending delisting of the Shares 
by Nasdaq of the price of the Shares and the Company's ability to raise     
capital and therefore compete as an independent company;                    

(7) the Company's Board of Director's view that a superior offer was    
unlikely to arise, which view was based upon presentations by management    
and Broadview, the lack of additional potential financing sources or merger 
candidates despite the inquiries made by Broadview (and to a lesser extent  
SSI) over an extended period of time, and the fact that the discussions     
that had been held between the Company and several other parties over the   
last year had ultimately proven unsuccessful which led the Board to         
conclude that a continued search for a potential buyer would not result in  
a superior offer and would result in a loss of the transaction with Parent; 

(8) the Company's lack of success in negotiating with Parent a sale of  
CleanSweep on a stand-alone basis or a sale of the Company which did not    
include a license for CleanSweep;                                           

(9) the fact that the terms of the License Agreement and the conditions 
under which Parent's license to CleanSweep would come into effect were      
heavily negotiated by representatives of the Company when it became clear   
that Parent would not enter into a transaction that did not include the     
License Agreement. In particular, the Board of Directors of the Company     
considered it significant that Parent's right to distribute the CleanSweep  
product (which the Company believed would have a material adverse impact on 
the Company's revenues) would only become effective upon the consummation   
of the Offer (and under certain circumstances relating to the Company's     
acceptance of a superior offer) as opposed to the execution of the Merger   
Agreement when consummation of the transaction was subject to several       
contingencies and greater uncertainty;                                      

(10) the provisions of the Merger Agreement allowing the Company to     
respond to certain unsolicited inquiries concerning an acquisition of the   
Company, and the provisions which permit the Company to terminate the       
Merger Agreement upon payment to Parent of a $2 million break-up fee,       
(which would be credited against royalties payable by Parent to the Company 
under the License Agreement). In particular, although the Board of          
Directors believed it was unlikely that a superior offer was likely to      
arise, the Company still had the ability to respond to unsolicited          
inquiries and, under certain circumstances, pursue a superior transaction;  
and                                                                         

(11) the fact that Parent's and Purchaser's obligations under the Offer 
were not subject to any financing condition, and the fact that Parent has   
the financial condition and ability to cause Purchaser to meet its          
obligations under the Merger Agreement which led the Board to conclude that 
there was greater certainty that the transaction would be consummated than  
if there was a financing contingency.                                       

The foregoing discussion of the information and factors considered and given
weight by the Company's Board of Directors is not intended to be exhaustive.    
In view of the variety of factors considered in connection with its evaluation  
of the Merger Agreement and the Offer, the Company's Board of Directors did     
not find it practicable to, and did not, quantify or otherwise assign relative  
weights to the specific factors considered in reaching its determination. In    
addition, individual members of the Board may have given different weights to   
different factors.                                                              

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In light of all of the factors set forth above, the Company's Board         
unanimously (a) determined that the Merger Agreement, the License Agreement     
and the transactions contemplated thereby, including each of the Offer and the  
Merger, are advisable, fair to and in the best interests of the holders of the  
Shares, (b) approved and adopted the Merger Agreement and the transactions      
contemplated thereby, and (c) resolved to recommend that the stockholders of    
the Company accept the Offer, tender their shares of Common Stock pursuant to   
the Offer and approve and adopt the Merger Agreement and approve the            
transactions contemplated thereby.                                              

On October 19, 1998, Purchaser commenced the Offer. Purchaser offered to    
purchase all of the outstanding Shares at a price of $0.52 per Share, in cash,  
without interest, subject to reduction for any applicable federal backup or     
other withholding taxes, upon the terms and subject to the conditions set       
forth in the Offer to Purchase on Schedule 14D-1 filed with the Commission on   
October 19, 1998 and in the related Letter of Transmittal. See "Available       
Information." The Offer was conditioned upon, among other things, (i) there     
being validly tendered and not withdrawn prior to the expiration of the Offer   
that number of Shares that constituted at least a majority of the then          
outstanding Shares on a fully diluted basis and (ii) the expiration or          
termination of all waiting periods imposed by the HSR Act. Each member of the   
Company's Board of Directors and its executive officers entered into            
stockholder agreements with Parent whereby they agreed to tender all Shares     
beneficially owned by them.                                                     

The Offer expired at 12:00 New York City time, on November 16, 1998.        
Following the expiration of the Offer, Purchaser accepted for payment           
58,091,948 Shares (approximately 65% of the issued and outstanding Shares on    
such date) validly tendered and not withdrawn pursuant to the Offer, which      
number gives effect to the failure of a number of Shares to be delivered in     
accordance with guaranteed delivery procedures. On November 17, 1998, the       
resignations of two of five existing directors of the Company became            
effective, the size of the Board was increased to seven members and four        
persons designated by Purchaser were elected to the Board of Directors to fill  
vacancies on the Board by the remaining directors, all in accordance with the   
Company's Certificate of Incorporation and Bylaws, both as amended.             

Parent's Reasons for the Merger                                                 

The purpose for the Merger is for Parent to acquire all Shares not purchased
pursuant to the Offer. As a result of the Offer, Parent acquired control of,    
and a majority of the entire equity interest in, the Company. Upon              
consummation of the Merger, the Company will become a direct wholly owned       
subsidiary of Parent. Parent has indicated that it regards the acquisition of   
the Company as an opportunity to strengthen its position as a leader in         
utility and communication software for networked personal computers. Parent     
has indicated that it anticipates that the acquisition will provide a           
strategic opportunity to complement Parent's existing products. In particular,  
Parent has indicated that it intends to market the Company's CleanSweep         
uninstaller product as part of Parent's Norton family of products. Parent has   
indicated that it intends as soon as practicable to commence integrating        
certain development, marketing, sales, administrative and purchasing functions  
of Parent and the Company, and closing the Company's offices, in order to       
reduce expenses and achieve other financial and operational synergies. In       
furtherance of such goals, following completion of the Offer, the Company       
notified approximately 80 employees of their termination and on November 18,    
1998, accepted the resignation of King R. Lee as Interim President.             

Opinion of Financial Advisor                                                    

On or about May 22, 1997, Broadview presented to the Company's Board of     
Directors its analysis of the strategic alternatives available to the Company.  
In light of this presentation, the Company engaged Broadview on June 19, 1997   
to advise the Company with respect to opportunities involving partnering with   
third parties or the sale of either all of the Company or of particular         
product lines. Broadview focuses on providing merger and acquisition advisory   
services to information technology ("IT") companies. In this capacity,          
Broadview is continually engaging in valuing such businesses and Broadview      
maintains an extensive database of IT mergers and acquisitions for comparative  
purposes.                                                                       

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Pursuant to a letter agreement, dated August 4, 1998, the Company was       
required to pay Broadview, upon delivery of the Fairness Opinion, a fee,        
payable in cash, of $325,000, which amount will be credited against any         
compensation otherwise payable by the Company to Broadview upon the             
consummation of a sale of the Company. Upon consummation of a sale of the       
Company, including a sale pursuant to the transactions contemplated by the      
Merger Agreement, the Company has agreed to pay Broadview a fee, payable in     
cash on closing, of $500,000 plus 1% of all consideration in excess of $20      
million received by the Company and/or its stockholders, which amount is net    
of the fee paid in connection with the delivery of the Fairness Opinion and     
net of $50,000 in fees and payments previously paid to Broadview. In addition   
to the foregoing compensation, the Company has agreed to indemnify Broadview    
against certain liabilities and expenses arising out of the engagement and the  
transactions in connection therewith, including certain liabilities under the   
federal securities laws. The Company's engagement of Broadview is an exclusive  
engagement, except with respect to the efforts of SSI noted above. SSI did not  
participate in the rendering of the Fairness Opinion. Other than this           
engagement, the Company has not had any other material relationship with        
Broadview.                                                                      

In rendering Broadview's opinion, Broadview has, among other things:        

1. reviewed the terms of the Agreement and Plan of Merger and the       
associated exhibits thereto in the form of the draft dated October 15, 1998 
furnished to Broadview by Fenwick & West on October 15, 1998 (which, for    
the purposes of the Fairness Opinion, Broadview has assumed, with the       
Company's permission, to be identical in all material respects to the       
agreement to be executed);                                                  

 2. reviewed the Company's annual report and Form 10-K for the fiscal year
ended September 30, 1997, including the audited financial statements        
included therein, and the Company's Form 10-Q for the quarterly period      
ended June 30, 1998, including the unaudited financial statements included  
therein;                                                                    

3. reviewed certain internal financial and operating information,       
including certain projections for the fiscal year ending September 30,      
1999, relating to the Company prepared by the Company's management;         

4. participated in discussions with the Company's management concerning 
the operations, business strategy, financial performance and prospects for  
the Company;                                                                

5. discussed with the Company's management its view of the strategic    
rationale for the Merger;                                                   

6. reviewed the recent reported closing prices and trading activity for 
the Company's Common Stock;                                                 

7. compared certain aspects of the financial performance of the Company 
with public companies Broadview deemed comparable;                          

8. analyzed available information, both public and private, concerning  
other mergers and acquisitions Broadview believes to be comparable in whole 
or in part to the Merger;                                                   

9. reviewed Symantec's annual report and Form 10-K for the fiscal year  
ended March 31, 1998, including the audited financial statements included   
therein, and Symantec's quarterly report on Form 10-Q for the quarterly     
period ended June 30, 1998, including the unaudited financial information   
included therein;                                                           

10. discussed with Symantec management its view of the strategic        
rationale for the Merger;                                                   

11. reviewed recent equity analyst reports covering Symantec;           

12. assisted in negotiations and discussions related to the Merger among
the Company, Symantec and their financial and legal advisors;               

13. conducted other financial studies, analyses and investigations as   
Broadview deemed appropriate for purposes of the Fairness Opinion.          

In rendering the Fairness Opinion, Broadview relied, without independent    
verification, on the accuracy and completeness of all the financial and other   
information (including without limitation the representations and warranties    
contained in the Merger Agreement) that was publicly available or furnished by  
the Company or Symantec. Broadview assumed that those projections prepared and  
provided by the management of the Company                                       

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were reasonably prepared and reflected the best available estimates and good    
faith judgments as to the future performance of the Company. Broadview did not  
make nor obtain an independent appraisal or valuation of any of the Company's   
assets. With regard to any analyses relating to valuations of comparable        
public companies, the share prices used were for the close of trading on        
October 14, 1998, the last trading day before the Company's Board met to give   
final consideration to the proposed Merger.                                     

The following is a summary explanation of the various sources of information
and valuation methodologies employed by Broadview in conjunction with           
rendering the Fairness Opinion regarding the proposed Merger. Broadview         
employed a number of methodologies and sources of information, both             
qualitative and quantitative, to determine the fairness of the cash             
consideration to be received by the Company's stockholders from a financial     
point of view. These included, but were not limited to, analyses of other       
comparable public companies and comparable transactions and are outlined        
below.                                                                          

Public Company Comparables Analysis. Total Market Capitalization/Revenue    
("TMC/R") and Price/Earnings ("P/E") multiples indicate the value public        
markets place on companies in a particular market segment. A number of          
companies are comparable to the Company based on business model, market focus,  
products offered and financial characteristics. The Company had Trailing        
Twelve Month ("TTM") Revenue of $57 million and Revenue Growth of (35.1%).      
Broadview reviewed fifteen public company comparables in the systems software   
and personal productivity software industry with trailing twelve-month          
revenues of less than $100 million and with revenue growth under 25% from a     
financial point of view including each company's: TTM Revenue; TTM Revenue      
Growth; TTM EBIT Margin; Projected 9/30/99 EPS; Equity Market Capitalization;   
TTM P/E ratio; TTM TMC/EBIT ratio; TTM TMC/R ratio; and Price/Projected         
9/30/99 EPS ratio ("Projected 9/30/99 P/E"). The public company comparables     
were selected from the Broadview Barometer, a proprietary database of           
publicly-traded IT companies maintained by Broadview and broken down by         
industry segment. In order of descending TTM TMC/R, the public company          
comparables consist of: (i) Novadigm, Inc.; (ii) Objective Systems              
Integrators; (iii) Worldtalk Communications Group; (iv) Smith Micro Software,   
Inc.; (v) Stac, Inc.; (vi) On Technology Corp.; (vii) Banyan Systems, Inc.;     
(viii) Artisoft, Inc.; (ix) Phoenix Technologies Ltd.; (x) SystemSoft Corp.;    
(xi) NetManage, Inc.; (xii) Datawatch Corp.; (xiii) FullTime Software, Inc.;    
(xiv) Inference Corp.; and (xv) ISOCOR. These comparables have a TTM P/E ratio  
range of 6.21 to 15.31 with a median of 10.76; TTM TMC/EBIT ratio range of      
1.82 to 7.53 with a median of 4.68; TTM TMC/R ratio range of (0.14) to 2.34     
with a median of 0.41; and Projected 1999 P/E ratio range of 3.28 to 17.74      
with a median of 9.13.                                                          

While the per share valuation ranges implied by the TTM P/E multiples and   
the TTM TMC/EBIT multiples are not meaningful due to the Company's historical   
losses the analyses illustrate how the Company's income statement compares to   
those of the comparable set and were included to provide a complete             
perspective on the Company's financial position. The Company's equity value     
per share range implied by the TTM TMC/R multiples is ($0.273) to $1.287 with   
a median implied value of $0.063. The Company's equity value per share range    
implied by the Projected 1999 P/E multiples is $0.116 to $0.629 with a median   
implied value of $0.324.                                                        

Transaction Comparables Analysis. Valuation statistics from transaction     
comparables indicate the Adjusted Price/Revenue ("P/R") and Equity              
Price/Pretax Income ("Price/Pretax") multiples acquirers have paid for          
comparable companies in a particular market segment. The proposed total         
consideration was $65 million for the Merger. Broadview reviewed sixteen        
comparable merger and acquisition ("M&A") transactions from January 1, 1996     
through the present involving sellers in the systems software and personal      
productivity software industries with total consideration between $20 million   
and $150 million. Transactions were selected from Broadview's proprietary       
database of published and confidential M&A transactions in the IT industry. In  
order of descending P/R multiple, the transactions used are the acquisition     
of: (i) Confidential by Confidential; (ii) Award Software International Inc.    
by Phoenix Technologies Ltd.; (iii) Diagsoft, Inc. by Sykes Enterprises, Inc.;  
(iv) Datatools, Inc. by BMC Software, Inc.; (v) Cybermedia, Inc. by Network     
Associates, Inc.; (vi) TGV Software, Inc. by Cisco Systems, Inc.; (vii)         
Learning Co., Inc. (Softkey Software Products--Canadian Tax Software Business)  
by Wolters Kluwer NV (CCH, Inc.); (viii) 4-Sight Ltd. By Wam!Net, Inc.;         
(ix) Datastorm Technologies, Inc. by Quarterdeck Corp.; (x) Firefox             
Communications, Inc. by FTP Software, Inc.; (xi) Vertisoft Systems, Inc. by     
Quarterdeck Corp.; (xii) FTP Software, Inc. by Netmanage, Inc.; (xiii) MAXM     
Systems Corp.                                                                   

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by Boole & Babbage, Inc.; (xiv) Netsoft by Netmanage, Inc.; (xv) Software       
Publishing Corp. by Allegro New Media, Inc.; and (xvi) Novell, Inc.             
(Wordperfect, QuattroPro, Perfect Office suite) by Corel Corp. The P/R          
multiples of the sixteen transactions range from 0.29 to 5.77 with a median of  
1.91. The Price/Pretax multiples of the sixteen transactions range from 7.26    
to 72.56 with a median of 19.85.                                                

The Company's equity value per share range implied by the P/R multiples is  
($0.004) to $3.448 with a median implied value of $1.009. The per share         
valuation range implied by the Price/Pretax multiples is not meaningful due to  
the Company's losses at the pretax level.                                       

Transaction Premiums Paid Analysis. Premiums paid in comparable public      
seller transactions indicate the amount of consideration acquirers are willing  
to pay above the seller's equity market capitalization. In this analysis, the   
value of consideration paid in transactions involving stock is computed using   
the buyer's stock price immediately prior to announcement (closing price as     
quoted on the appropriate exchange the day prior to announcement), while the    
seller's equity market capitalization is measured one day prior, twenty         
trading days prior and thirty trading days prior to announcement. Broadview     
reviewed thirty-one comparable M&A transactions involving North American        
software vendors from January 1, 1997 to the present with total consideration   
between $20 million and $150 million. Transactions were selected from           
Broadview's proprietary database of published and confidential M&A              
transactions in the IT industry. In order of descending premium paid to         
seller's equity market capitalization 30 trading days prior to announce date,   
the software transactions used were the acquisition of: (i) Consilium, Inc. by  
Applied Materials, Inc.; (ii) Cusa Technologies by Fiserv, Inc.; (iii)          
Accugraph Corp. by Architel Systems Corp.; (iv) Globalink, Inc. by Lernout &    
Hauspie Speech Products NV; (v) National Health Enhancement Systems, Inc. by    
HBO & Company; (vi) Technology Modeling Associates, Inc. by Avant! Corp.;       
(vii) Interactive Group by Dataworks Corp.; (viii) Questech, Inc. by CACI       
International; (ix) TeleBackup Systems, Inc. by VERITAS Software Corp.; (x)     
Award Software International, Inc. by Phoenix Technologies Ltd.; (xi)           
Cybermedia, Inc. by Network Associates, Inc.; (xii) Medicus Systems by          
QuadraMed Corp.; (xiii) The Forefront Group by CBT Group plc; (xiv) Visigenic   
Software, Inc. by Borland International, Inc.; (xv) Andyne Computing Ltd. by    
Hummingbird Communications Ltd.; (xvi) Maxis, Inc. by Electronic Arts, Inc.;    
(xvii) Innovative Technologies Systems, Inc. by Peregrine Systems, Inc.;        
(xviii) Learmonth & Burchett Management Systems, Inc. by PLATINUM technology,   
Inc.; (xix) Kurzweil Applied Intelligence, Inc. by Lernout & Hauspie Speech     
Products NV; (xx) Intime Systems International by Aris Corp.; (xxi) PHAMIS,     
Inc. by IDX Systems Corp.; (xxii) IQ Software Corp. by Information Advantage    
Software, Inc.; (xxiii) Internet Communications Corp. by Rocky Mountain         
Internet, Inc.; (xxiv) Red Brick Systems, Inc. by Informix Corp.; (xxv)         
DataWorks Corp. by Platinum Software Corp.; (xxvi) Fractal Design Corp. by      
MetaTools, Inc.; (xxvii) Compurad, Inc. by Lumisys, Inc.; (xxviii) Simulation   
Sciences, Inc. by Siebe plc; (xxix) Orcad, Inc. by Summit Design; (xxx) FTP     
Software, Inc. by NetManage, Inc.; and (xxxi) Fulcrum Technologies, Inc. by PC  
DOCS Group International, Inc. Based upon Broadview's analysis of premiums      
paid in comparable software transactions, Broadview found that premiums or      
(discounts) paid to the sellers' equity market capitalizations 30 trading days  
prior to announcement ranged from (29.3%) to 178.9% with a median of 40.6%.     
The premiums paid to the sellers' equity market capitalization 20 days prior    
to announcement ranged from (24.0%) to 129.6% with a median of 31.7%. The       
premiums paid to the sellers' equity market capitalization one day prior to     
announcement ranged from (6.0%) to 169.2% with a median of 23.0%.               

The Company's equity value per share range implied by the premiums paid to  
the share price 30 days prior to announcement is $0.188 to $0.742 with a        
median implied value of $0.374. The Company's equity value per share range      
implied by the premiums paid to the share price 20 days prior to announce is    
$0.309 to $0.933 with a median implied value of $0.535. The Company's equity    
value per share range implied by the premiums paid to the share price one day   
prior to announce is $0.441 to $1.262 with a median implied value of $0.577.    

Stock Performance Analysis. Broadview examined weekly historical volume and 
trading prices for the Company's Common Stock from October 3, 1997 through      
October 14, 1998. This allows comparison of the consideration to be received    
by the Company's stockholders to the Company's trading history.                 

Present Value of Projected Share Price Analysis. Broadview calculated the   
present value of the potential future price of shares of the Company's Common   
Stock on a standalone basis using management's internal                         

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estimates for the fiscal year ending September 30, 1999 discounted to today at  
discount rates from 15.0% to 30.0%. The potential future share price is based   
upon extrapolation of current market conditions and financial expectations      
into a future period. The cash consideration to be received by the Company's    
stockholders is then compared to the discounted potential value of the          
standalone company. The potential future share price based on September 30,     
1999 financial results is calculated based upon an estimated fiscal year 1999   
EPS (estimated using management's internal estimates) and assumes TTM P/E       
ratios between 6.0x and 22.0x, in line with public company comparables.         

Based on the analysis using the discount rate calculated using CAPM and the 
median capital-structure adjusted beta, Broadview calculated present values of  
the Company's potential future share prices ranging from $0.159 to $0.584 with  
a median of $0.286.                                                             

Consideration of the Discounted Cash Flows Valuation Methodology. While     
discounted cash flow is a commonly used valuation methodology, Broadview did    
not employ such an analysis for the purposes of the Fairness Opinion.           
Discounted cash flow analysis is most appropriate for companies which exhibit   
relatively steady or somewhat predictable streams of future cash flow. Given    
the uncertainty in estimating both the future cash flows and a sustainable      
long-term growth rate for the Company, Broadview considered a discounted cash   
flow analysis inappropriate for valuing the Company.                            

The Company's Board selected Broadview as its financial advisor on the basis
of Broadview's reputation and experience in the Information Technology sector   
and the software industry in particular, as well as Broadview's historical      
relationship with the Company. Pursuant to the terms of an engagement letter    
between the Company and Broadview, the fees payable by the Company to           
Broadview upon completion of the Merger are based upon the consideration to be  
received by the Company's stockholders pursuant to the Merger. Broadview will   
be reimbursed by the Company for certain of its expenses incurred in            
connection with its engagement. The terms of the fee arrangement with           
Broadview, which the Company and Broadview believe are customary in             
transactions of this nature, were negotiated at arms' length between the        
Company and Broadview, and the Company's Board was aware of the nature of the   
fee arrangement, including the fact that a significant portion of the fees      
payable to Broadview is contingent upon completion of the Merger.               

The above summary of the presentations by Broadview to the Company's Board  
does not purport to be a complete description of such presentations or of all   
the advice rendered by Broadview. Broadview believes that its analyses and the  
summary set forth above must be considered as a whole and that selecting        
portions of its analyses, without considering all analyses, could create an     
incomplete view of the process underlying the analyses set forth in             
Broadview's presentations to the Company's Board and in the Fairness Opinion.   
The Fairness Opinion is necessarily based upon market, economic, financial and  
other conditions as they existed and could be evaluated as of the date of the   
Fairness Opinion. In performing its analyses, Broadview made numerous           
assumptions with respect to software industry performance and general economic  
conditions, many of which are beyond the control of the Company or Symantec.    
The analyses performed by Broadview are not necessarily indicative of actual    
values or actual future results, which may be significantly more or less        
favorable than suggested by such analyses.                                      

In its capacity as an advisor to the Company, Broadview engaged in price    
negotiations with Parent and its investment banker within certain parameters    
determined by the Company's Board of Directors. The Company also engaged in     
direct price negotiations with Parent. In addition, Broadview assisted the      
Company and its counsel in negotiating some of the other material terms of the  
Merger Agreement and the License Agreement.                                     

At the meeting of the Company's Board on October 15, 1998, Broadview        
rendered its oral opinion, that was confirmed in writing in the Fairness        
Opinion on the same date, that, as of such date, based upon and subject to the  
various considerations set forth in the Fairness Opinion, the cash              
consideration to be received by the holders of Shares in the Offer and the      
Merger is fair from a financial point of view to such holders. Broadview has    
consented to the inclusion of the Fairness Opinion as Annex III to this         
Information Statement.                                                          

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THE FULL TEXT OF THE FAIRNESS OPINION, WHICH SETS FORTH, AMONG OTHER THINGS,
ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED, AND LIMITATIONS ON   
THE SCOPE OF THE REVIEW UNDERTAKEN BY BROADVIEW IN RENDERING THE BROADVIEW      
OPINION, IS ATTACHED AS ANNEX III HERETO AND IS INCORPORATED HEREIN BY          
REFERENCE. THE COMPANY'S STOCKHOLDERS ARE URGED TO, AND SHOULD, READ THE        
BROADVIEW OPINION CAREFULLY AND IN ITS ENTIRETY. THE FAIRNESS OPINION           
ADDRESSES ONLY THE FAIRNESS FROM A FINANCIAL POINT OF VIEW TO THE HOLDERS OF    
SHARES AS OF THE DATE OF THE FAIRNESS OPINION OF THE CASH CONSIDERATION TO BE   
RECEIVED BY SUCH HOLDERS IN THE OFFER AND THE MERGER, AND DOES NOT CONSTITUTE   
A RECOMMENDATION TO THE STOCKHOLDERS OF THE COMPANY AS TO WHETHER OR NOT TO     
TENDER SHARES OF THE COMPANY'S COMMON STOCK PURSUANT TO THE OFFER OR AS TO HOW  
SUCH HOLDER SHOULD VOTE WITH RESPECT TO THE MERGER.                             

Interests of Certain Persons in the Merger                                      

Certain members of the Company's management and the Company's Board of      
Directors (as well as other employees of the Company) have certain interests    
in the Merger that are described below that are in addition to                  
their interests as stockholders generally. The Company's Board of Directors     
took these interests into account in approving and adopting the Merger          
Agreement and the transactions contemplated thereby.                            

Pursuant to the Merger Agreement, the Company gave written notice to each   
holder of an outstanding option to purchase Shares (an "Option") stating that   
such Option will terminate at the Effective Time and that all outstanding       
Options, whether or not vested, will be exercisable until the Effective Time.   
All Options that are outstanding immediately prior to the Effective Time will   
be terminated and canceled at the Effective Time and the holders of cancelled   
Options having an exercise price that is less than $0.52 per Share will be      
entitled to receive an amount in cash equal to product of (i) the difference    
between $0.52 per Share and the exercise price of such Option, multiplied by    
(ii) the number of Shares issuable upon exercise of such Option immediately     
prior to the Effective Time. As of October 15, 1998 (the date the Merger        
Agreement was entered into), the directors and executive officers of the        
Company as a group held Options to purchase 1,500,000 Shares for which the      
exercise price was less than $0.52.                                             

Severance Plan. The Company maintains a Severance Plan (the "Severance      
Plan"), amended and restated as of June 25, 1998, for the Company's Vice-       
Presidents (and non-management level directors). In accordance with the         
Severance Plan, if a Vice-President is terminated, he or she shall receive six  
months base salary. The Company expects that most or all of the executive       
officers of the Company will be terminated in connection with the Merger and    
as a result, will be entitled to the benefits under the Severance Plan. The     
Company estimates the aggregate amount of such severance payments to be         
approximately $611,437.                                                         

Indemnification. Pursuant to the Merger Agreement, Parent has agreed to     
fulfill and honor and cause the Surviving Corporation to fulfill and honor in   
all respects the obligations of the Company pursuant to its Certificate of      
Incorporation, by-laws and any indemnification agreements between the Company   
and its directors and officers in their capacity as such existing prior to the  
date of the Merger Agreement. From and after the Effective Time, such           
obligations will be the joint and several obligations of Parent and the         
Surviving Corporation, and Parent has assumed such obligations. The             
Certificate of Incorporation and by-laws of the Surviving Corporation will      
contain provisions with respect to indemnification and elimination of           
liability for monetary damages set forth in the Certificate of Incorporation    
and by-laws of the Company, which provisions will not be amended, repealed or   
otherwise modified from the Effective Time in any manner that would adversely   
affect the rights of the individuals who, immediately prior to the Effective    
Time, were directors, officers, employees or agents of the Company or its       
subsidiaries, unless required by law.                                           

Insurance. In accordance with the Merger Agreement, for at least three years
from the Effective Time, Parent has agreed to maintain in effect the Company's  
current directors' and officers' insurance and indemnification policy to the    
extent that it provides coverage for events occurring prior to the Effective    
Time for                                                                        

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those persons who are directors and officers as of the date of the Merger       
Agreement (and, to the extent covered by the existing policy, persons who were  
directors or officers prior to the date of the Merger Agreement) in their       
capacity as such, so long as the annual premium would not be in excess of 150%  
of the last annual premium paid prior to the date of the Merger Agreement (the  
"Maximum Premium") and, to the extent the annual premium would exceed the       
Maximum Premium, Parent will cause to be maintained the maximum amount of       
insurance that can be procured for the Maximum Premium. If the existing         
insurance expires, is terminated or is canceled during such three year period,  
Parent will use all reasonable efforts to cause to be obtained as much          
insurance as can be obtained for the remainder of the period for an annualized  
premium not in excess of the amount indicated above, on terms and conditions    
no less advantageous than the existing insurance. In lieu of maintaining the    
Company's current insurance, Parent may elect to add the directors and          
officers of the Company on the date of the Merger Agreement to its own          
insurance policy, provided that such election does not diminish the rights      
provided to such persons under the Company's existing insurance.                

Accounting Treatment of the Merger                                              

The Merger will be accounted for by Parent under the purchase method of     
accounting whereby the purchase price will be allocated based on the fair       
value of the assets acquired and the liabilities assumed by Parent.             

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CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER 

The following discussion, subject to the limitations set forth herein,      
describes the material federal income tax consequences of the Merger to         
holders of Shares who hold their Shares as capital assets and exchange their    
Shares for cash pursuant to the Merger (including any cash amounts received by  
dissenting stockholders pursuant to the exercise of appraisal rights). The tax  
consequences to a specific stockholder may vary depending upon such             
stockholder's particular tax situation, and the discussion set forth below may  
not apply to certain categories of holders of Shares subject to special         
treatment under the Internal Revenue Code of 1986, as amended (the "Code"),     
such as foreign stockholders, securities dealers, broker-dealers, insurance     
companies, financial institutions, tax-exempt entities and stockholders who     
acquired their Shares pursuant to an exercise of an employee stock option or    
otherwise as compensation or who hold restricted stock. The discussion is       
based on the Code as in effect on the date of this Information Statement, as    
well as the rules and regulations thereunder, existing administrative           
interpretations and court decisions currently in effect, all of which are       
subject to change, retroactively or prospectively, and to possible differing    
interpretations and does not address state, local or foreign tax laws.          

The receipt of cash for Shares in the Merger will be a taxable transaction  
for federal income tax purposes and may also be a taxable transaction under     
applicable state, local or foreign tax laws. In general, a stockholder will     
recognize gain or loss for federal income tax purposes equal to the difference  
between the amount of cash received in exchange for the Shares surrendered in   
the Merger and such stockholder's adjusted tax basis in such Shares. Assuming   
the Shares constitute capital assets in the hands of the stockholder, such      
gain or loss will be capital gain or loss. If, at the time of the Merger, the   
Shares surrendered in the Merger have been held for more than one year, such    
gain or loss will be a long-term capital gain or loss. Under current law,       
long-term capital gains of individuals are, under certain circumstances, taxed  
at lower rates than items of ordinary income.                                   

A stockholder (other than certain exempt stockholders including, among      
others, all corporations and certain foreign individuals and entities) that     
sells Shares may be subject to a 31% backup withholding unless the stockholder  
provides its Taxpayer Identification Number, or unless an exemption applies.    
If backup withholding applies to a stockholder, the Paying Agent is required    
to withhold 31% from payments to such stockholder. Backup withholding is not    
an additional tax. Rather, the amount of the backup withholding can be          
credited against the federal income tax liability of the person subject to the  
backup withholding, provided that the required information is given to the      
IRS. If backup withholding results in an overpayment of tax, a refund can be    
obtained by the stockholder upon filing an income tax return.                   

THE FOREGOING DISCUSSION MAY NOT BE APPLICABLE TO CERTAIN TYPES OF          
STOCKHOLDERS SUBJECT TO SPECIAL TREATMENT UNDER THE CODE, INCLUDING             
STOCKHOLDERS WHO ACQUIRED SHARES PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK     
OPTIONS OR OTHERWISE AS COMPENSATION, INDIVIDUALS WHO ARE NOT CITIZENS OR       
RESIDENTS OF THE UNITED STATES AND FOREIGN CORPORATIONS, OR STOCKHOLDERS WHO    
HOLD RESTRICTED STOCK.                                                          

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL   
INFORMATION ONLY AND IS BASED UPON PRESENT LAW. STOCKHOLDERS ARE URGED TO       
CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES    
OF THE MERGER AND THE APPLICATION AND EFFECT OF THE ALTERNATIVE MINIMUM TAX,    
AND STATE, LOCAL AND FOREIGN TAX LAWS.                                          

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REGULATORY MATTERS  

The parties received early termination of the waiting period under the HSR  
Act on November 3, 1998. The Company filed a notification under Section 5 of    
the Mergers and Take-overs (Control) Act of 1978, as amended (the "Mergers      
Act") with the Minister for Enterprise, Trade and Employment of Ireland. The    
notification described the transaction and requested the Minister to state in   
writing that he either (i) believes the Mergers Act does not apply to the       
transaction; or (ii) does not propose to make an order restricting the          
transaction under Section 9 of the Mergers Act. On November 13, 1998, the       
parties received notice from the Minister indicating that the Mergers Act does  
not apply to the transaction. No further action of the Company is required      
with respect to compliance with the Mergers Act. The Company is not aware of    
any other federal, state or foreign regulatory requirements that remain to be   
complied with in order to consummate the Merger.                                

The Federal Trade Commission (the "FTC") and the Antitrust Division of the  
Department of Justice frequently scrutinize the legality under the U.S.         
antitrust laws of transactions such as Purchaser's acquisition of the Company.  
At any time, the FTC or the Antitrust Division could take such action under     
the antitrust laws as it deems necessary or desirable in the public interest,   
including seeking to enjoin the consummation of the Merger or seeking the       
divestiture of Shares acquired by Purchaser or the divestiture of substantial   
assets of Parent or its subsidiaries, or the Company or its subsidiaries.       
Private parties and state attorneys general may also bring legal action under   
certain circumstances. There can be no assurance that a challenge to the        
Merger on antitrust grounds will not be made or, if such a challenge is made,   
what the result would be.                                                       

THE MERGER AGREEMENT  

The following is a summary of the material terms of the Merger Agreement, a 
copy of which is attached as Annex I to this Information Statement and is       
incorporated herein by reference. For more detail regarding the terms and       
conditions of the Merger Agreement, see the full text of the Merger Agreement.  
Capitalized terms not otherwise defined in the following description of the     
Merger Agreement have the respective meanings ascribed to them in the Merger    
Agreement.                                                                      

The Merger Agreement provides that upon the terms and subject to the        
conditions in the Merger Agreement and in accordance with Delaware Law, at the  
Effective Time, Purchaser will be merged with and into the Company. As a        
result of the Merger, the separate corporate existence of Purchaser will cease  
and the Company will continue as the Surviving Corporation (the "Surviving      
Corporation"). Upon consummation of the Merger, each issued and outstanding     
Share (other than any Shares owned by the Company or by any subsidiary of the   
Company, or owned by Purchaser, Symantec or any other subsidiary of Symantec    
and any Shares which are held by stockholders who have not voted in favor of    
the Merger or consented thereto in writing and who shall have demanded          
appraisal for such Shares in accordance with Delaware Law) shall be             
automatically converted into the right to receive $0.52, in cash, without       
interest.                                                                       

Pursuant to the Merger Agreement, each share of capital stock of Purchaser  
issued and outstanding immediately prior to the Effective Time shall be         
converted into one share of common stock, par value $0.001 per share, of the    
Surviving Corporation, which will thereby become a wholly owned subsidiary of   
Symantec.                                                                       

The Merger Agreement provides that the directors and officers of Purchaser  
immediately prior to the Effective Time will be the initial directors and       
officers of the Surviving Corporation. The Merger Agreement further provides    
that the Certificate of Incorporation and by-laws of Purchaser as in effect at  
the Effective Time shall be the Certificate of Incorporation and by-laws of     
the Surviving Corporation.                                                      

In the Merger Agreement, the Company agreed to carry on its businesses and  
those of its subsidiaries in the ordinary course of business consistent with    
past practices and to use all reasonable efforts to preserve intact their       
current business organizations, to keep available the services of their         
current officers and employees and to preserve relationships with               
distributors, licensors, contractors, customers, suppliers, lenders, employees  
and others having business dealings with any of them. The Merger Agreement      
provides that, except as expressly                                              

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permitted by the other provisions of the Merger Agreement and the Ancillary     
Agreements, or as may be agreed to in writing by Symantec, neither the Company  
nor any subsidiary will:                                                        

(i) declare or pay dividends or other distributions on the Company's    
stock, or purchase or otherwise acquire any shares of its stock;            

 (ii) issue, sell or pledge any shares of stock or other voting securities
or any securities convertible into, or any rights, warrants or options to   
acquire, any such shares, voting securities or convertible securities       
(other than upon exercise of certain outstanding options or warrants or     
conversion of the Convertible Notes or Company Preferred Stock);            

(iii) amend its Certificate of Incorporation, or by-laws;               

(iv) acquire any business or any material assets;                       

(v) dispose of any assets (including intellectual property) except for  
sales, leases or encumbrances of immaterial or obsolete assets;             

(vi) grant any liens or mortgages;                                      

 (vii) transfer or license any rights to any of the Company's intellectual
property, other than nonexclusive licenses in the ordinary course of        
business;                                                                   

(viii) borrow any money (other than borrowings of not more than $2.0    
million in any calendar month, not to exceed $3.0 million in the aggregate  
outstanding at any time after the date of the Merger Agreement), or         
guarantee any debt of any person;                                           

(ix) make any loans or investments, other than to the Company or any    
subsidiary of the Company:                                                  

(x) make any new material capital expenditures;                         

 (xi) make any material tax election or settle any income or franchise tax
liability;                                                                  

(xii) pay or settle any claims for an amount greater than $100,000;     

 (xiii) enter into, modify or terminate any material agreement, other than
in the ordinary course of business consistent with past practices, or waive 
or assign any material rights or claims thereunder, other than discounting  
of accounts receivable to obtain prompt collection;                         

(xiv) terminate or lay off any material numbers of employees, other than
for cause consistent with past practice and Company policy;                 

(xv) adopt, alter or commit to any compensation, benefit or severance or
change of control arrangement, enter into any employment contract, pay any  
special bonus or increase the compensation of its employees other than in   
the ordinary course of business consistent with past practices;             

(xvi) grant or provide any severance or termination pay except payments 
that are in amounts consistent with the Company's policies and past         
practices, that are made pursuant to written plans or agreements            
outstanding or policies existing on the date of the Merger Agreement;       

(xvii) voluntarily take actions to liquidate or dissolve the Company or 
to take advantage of bankruptcy or other creditor protection laws;          

 (xviii) take any action that would cause a breach of any of the Company's
representations or warranties in the Merger Agreement or any Ancillary      
Agreement; or                                                               

 (xix) authorize or commit or agree to take, any of the foregoing actions.

In the Merger Agreement, the Company agreed to afford Symantec and its      
employees, accountants, counsel, financial advisors and other representatives,  
reasonable access to all of its properties, books, contracts, personnel and     
records and to furnish or make available to Symantec such information           
concerning its business, properties and personnel as Symantec may reasonably    
request.                                                                        

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The Company has agreed that it shall not directly or indirectly (i) solicit,
initiate or encourage the submission of any "takeover proposals" (as defined    
below), (ii) participate in any discussions or negotiations with, or furnish    
any information to any person or group (other than Symantec) in connection      
with any takeover proposal or (iii) take any other action to facilitate any     
inquiries or the making of any proposal that constitutes, or may reasonably be  
expected to lead to, any takeover proposal. Under the Merger Agreement, a       
"takeover proposal" means any proposal for a merger or other business           
combination involving the Company or any of its subsidiaries, any proposal,     
offer or tender offer to acquire not less than 35% of the outstanding voting    
securities of the Company, or any proposal to acquire assets representing not   
less than 25% of the annual revenues of the Company or any of its subsidiaries  
in the fiscal year ended September 30, 1998 or to obtain a license to the       
Company's ProComm or CleanSweep products or to any of the Company's             
intellectual property that is used therein and that is material to such         
product, other than the transactions contemplated by the Merger Agreement or    
the Ancillary Agreements. The Company has also agreed to immediately cease any  
existing activities or discussions with any parties regarding a takeover        
proposal. The Company agreed to promptly advise Symantec of any request for     
information or of any takeover proposal, or any inquiry with respect to, or     
which could reasonably be expected to lead to, any takeover proposal, the       
material terms and conditions of such request, takeover proposal or inquiry,    
and the identity of the person making any such takeover proposal or inquiry.    
The Company has also agreed to keep Symantec informed of the status and         
material terms of any such request, takeover proposal or inquiry.               

Notwithstanding the foregoing, the Merger Agreement provides that the       
Company may, to the extent the Board of Directors of the Company determines in  
good faith, after consultation with outside counsel, that the Board of          
Director's fiduciary duty under applicable law requires it to do so,            
participate in discussions or negotiations, or furnish information, in          
response to a "Superior Proposal." A Superior Proposal is defined in the        
Merger Agreement as an unsolicited bona fide takeover proposal which the        
Company's Board of Directors in its good faith reasonable judgment determines,  
after consultation with its independent financial advisors, would result in a   
transaction more favorable to the Company's stockholders from a financial       
point of view than the Offer and the Merger and determines after reasonable     
inquiry that the party making such takeover proposal is financially capable of  
consummating such takeover proposal. If the Company receives a Superior         
Proposal, the Company's Board of Directors is permitted to recommend the        
Superior Proposal to the Company's stockholders, subject to the payment of a    
break-up fee discussed below, if the Board determines, in good faith after      
consultation with outside legal counsel, that such action is required by its    
fiduciary duties under applicable law.                                          

The Company has given written notice to each holder of a Company Option     
whether or not vested, will be exercisable allowing it to be exercised in full  
until the Effective Time. All Company Options that are not so exercised, and    
remain outstanding immediately prior to the Effective Time, will be terminated  
and canceled at the Effective Time. The holders of cancelled Options having an  
exercise price that is less than $.52 per share, will be entitled to receive    
an amount in cash equal to the product of the difference between $.52 and the   
exercise price of such Option, multiplied by the number of Shares issuable      
upon exercise of such Option immediately prior to the Effective Time.           

The Company has entered into an agreement with The Northwestern Mutual Life 
Insurance Company, the holder of the Convertible Notes providing that,          
immediately after the Effective Time, the Surviving Corporation shall be        
entitled to repay the Convertible Notes in their original principal amount of   
$25 million and accrued interest without premium. The Merger Agreement          
provides that the Surviving Corporation will repay the Convertible Notes in     
full within five business days after consummation of the Merger. The            
Convertible Notes are convertible into an aggregate of approximately 1.18       
million Shares at a conversion price of $21.18 per Share.                       

Symantec has agreed to fulfill (and cause the Surviving Corporation to      
fulfill) obligations of the Company to indemnify its directors and officers     
for liabilities existing prior to the date of the Merger Agreement. The         
Certificate of Incorporation and by-laws of the Surviving Corporation will      
contain provisions with respect to indemnification and elimination of           
liability for monetary damages of the Company's directors and officers that     
are similar to those set forth in the Certificate of Incorporation and by-laws  
of the Company, Symantec has agreed not to amend or repeal these provisions,    
subject to certain exceptions.                                                  

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Symantec has agreed that for at least three years from the Effective Time,  
it shall maintain in effect the Company's current directors' and officers'      
insurance policy to the extent that it covers events occurring prior to the     
Effective Time, so long as the annual premium would not be in excess of 150%    
of the last annual premium paid prior to the date of the Merger Agreement (the  
"Maximum Premium") and, to the extent the annual premium would exceed the       
Maximum Premium, Symantec will cause to be maintained the maximum amount of     
insurance that can be procured for the Maximum Premium. In lieu of maintaining  
the Company's current insurance, Symantec may elect to add the directors and    
officers of the Company to its own insurance policy, if this election does not  
diminish the rights provided to such persons under the Company's existing       
insurance.                                                                      

The Merger Agreement requires each of the parties to use all reasonable     
efforts to take all actions necessary, proper or advisable to consummate and    
make effective, in an expeditious manner, the Offer, the Merger and the         
transactions contemplated by the Merger Agreement and the Ancillary             
Agreements. Among other things, the Merger Agreement specifies the following    
actions:                                                                        

 (i) obtaining all necessary governmental actions and approvals and making
all necessary governmental registrations and filings;                       

(ii) obtaining all necessary consents, approvals and waivers from third 
parties,                                                                    

(iii) defending any lawsuits or other legal proceedings challenging the 
Merger Agreement or any Ancillary Agreement or the consummation of any of   
the transactions contemplated thereby; and                                  

(v) executing any additional instruments necessary to consummate the    
transactions contemplated by, and fully to carry out the purposes of, the   
Merger Agreement and the Ancillary Agreements.                              

The Company and Symantec are obligated to give prompt notice to the other   
party of any material breach of any representation or warranty made by it in    
the Merger Agreement or any Ancillary Agreement. Further, such parties are      
obligated to give prompt notice of the failure to comply with or satisfy in     
any material respect any covenant, condition or agreement under the Merger      
Agreement or any Ancillary Agreement.                                           

Representations and Warranties. The Merger Agreement contains various       
customary representations and warranties of the parties thereto including       
representations by the Company as to its organization, and capital structure,   
the absence of certain changes concerning the Company's business, litigation,   
employee benefit plans, taxes, compliance with laws, environmental matters,     
intellectual property, and material contracts.                                  

Conditions to the Merger. Under the Merger Agreement, the respective        
obligation of each party to effect the Merger is subject to the approval of     
the Company's stockholders and the condition that no legal restraint or         
prohibition shall be in effect which would (a) prevent the consummation of the  
Merger, (b) prohibit Symantec's or Purchaser's ownership or operation of, or    
compel Symantec or Purchaser to dispose of or hold separate, all or a material  
portion of the business or assets of Symantec or the Company, (c) compel        
Symantec, Purchaser or the Company to dispose of or hold separate all or a      
material portion of the business or assets of Symantec or the Company, (d)      
impose material limitations on the ability of Symantec or Purchaser or their    
affiliates effectively to exercise full ownership and financial benefits of     
the Surviving Corporation, or (e) impose any material condition to the Merger   
Agreement, any Ancillary Agreements or the Merger which would be materially     
adverse to Symantec. The Company is not currently aware of the existence of     
any such restraint or prohibition.                                              

Termination; Fees and Expenses. The Merger Agreement contained provisions   
allowing its termination by Symantec under certain circumstances prior to the   
consummation of the Offer. Since the Offer has been consummated, the Merger     
Agreement may not be terminated by Symantec. It may be terminated at any time   
prior to the Effective Time by mutual written consent of Symantec and the       
Company. In addition, it may be terminated by the Company if any governmental   
entity has issued an order, decree or ruling or taken any other action          
permanently enjoining, restraining or otherwise prohibiting the payment for     
the Shares pursuant to the Merger and such order, decree or ruling or other     
action has become final and nonappealable.                                      

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Prior to the consummation of the Offer, Symantec would have been entitled to
terminate the Merger Agreement if, among other things:                          

(i) Symantec did not purchase any shares in the Offer by December 31,   
1998 because a condition to the Offer was not satisfied;                    

(ii) the Company's Board of Directors withdrew its recommendation of the
Offer or the Merger, or recommended a competing takeover proposal;          

(iii) the Company entered into an agreement with respect to a competing 
takeover proposal;                                                          

(iv) any other person acquired 35% or more of the outstanding Shares; or

(v) there had been certain material breaches of the Company's           
representations and warranties or covenants, in the Merger Agreement.       

Also, prior to the consummation of the Offer, the Company would have been   
entitled to terminate the Merger Agreement if, among other things:              

(i) Symantec did not purchase any shares in the Offer by December 31,   
1998 because a condition to the Offer was not satisfied;                    

(ii) the Company received a Superior Proposal; or                       

(iii) there had been certain material breaches of Symantec's            
representations and warranties, or covenants, in the Merger Agreement.      

The Merger Agreement provides that if the Merger Agreement was terminated   
prior to the consummation of the Offer under certain circumstances, the         
Company would have been obligated to pay $2.0 million (the "Break-up Fee") to   
Symantec. The Break-Up Fee would have been payable if the Merger Agreement was  
terminated (i) by Symantec as a result of certain conditions relating to the    
continued recommendation of the Offer and the Merger by the Company's Board of  
Directors, and the absence of any recommendation of any competing takeover      
proposal; (ii) by Symantec as a result of a willful breach by the Company of    
its agreement not to solicit a competing takeover proposal; or (iii) by the     
Company after receiving a Superior Proposal. Instead of paying the Break-Up     
Fee in cash, the Company would have been entitled to apply it dollar for        
dollar to reduce the amount of any royalties that Symantec would have become    
obligated to pay under the License Agreement described below. In the event      
that the Break-Up Fee then exceeded the amount of such royalties, no further    
cash payment of the Break-Up Fee would have been required. In each case in      
which a Break-Up Fee became payable (or applied to reduce Symantec's            
royalties), its payment (or application to reduce royalties), together with     
the exercise by Symantec of its rights under the License Agreement would have   
been Symantec's sole remedy against the Company.                                

Post Merger Employment Benefits. Employees of the Company who become        
employed by Symantec or any controlled subsidiary thereof after the Effective   
Time will either, at Symantec's election, to the extent permitted under the     
terms of the Company's employee benefit plans, continue to be eligible to       
participate in such plans, if and for so long as continued, or become eligible  
to participate in the same standard employee benefit plans as are generally     
available to similarly situated Symantec employees.                             

Rights Agreement. The Company has entered into an amendment to the Rights   
Agreement to (i) exclude Symantec and the Purchaser and their respective        
Affiliates and Associates (as such terms are defined in the Rights Agreement)   
from the definition of "Acquiring Person" therein, with respect to the          
beneficial ownership of the Shares which Symantec or Purchaser acquired, or     
will acquire, as a result of the Offer and Merger; (ii) provide that no         
Distribution Date (as such term is defined in the Rights Agreement) shall       
result from the Offer; and (iii) provide for the expiration of the Rights       
Agreement upon the Effective Time.                                              

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THE LICENSE AGREEMENT 

The following is a summary of the License Agreement, dated as of October 15,
1998, by and among Parent, Purchaser and the Company (the "License              
Agreement"). For more detail regarding the License Agreement, see the full      
text of the License Agreement, a copy of which has been filed with the          
Commission as an exhibit to the Company's Schedule 14D-9 relating to the        
offer. See "Available Information."                                             

Concurrently with the execution of the Merger Agreement, the Company and    
Parent entered into the License Agreement. In the License Agreement, the        
Company granted to Symantec, a non-exclusive license (the "Distribution         
License") to use, copy, distribute, display and perform all of the Company's    
CleanSweep(TM) product and related technology (the "Licensed Product") and a    
nonexclusive license (the "Development License") under all of the Company's     
intellectual property rights to use, copy and create derivative works during    
the term of the License Agreement from the source code of the Licensed Product  
or materials and information provided by the Company relating thereto. In       
consideration of this grant, Symantec has agreed to pay the Company royalties   
equal to 8% of net revenue from the distribution or other revenue producing     
exploitation of the Licensed Product. The royalty rate would have been reduced  
to 6% if the Company became obligated to pay a Break-up Fee as a result of a    
willfull breach of its agreement not to solicit a competing takeover proposal.  
The License Agreement further provided that, for copies of the Licensed         
Products, the royalty per seat shall not be less than $1.25 for stand-alone     
sales of the Licensed Product, $0.75 for bundles of the Licensed Product as     
part of Symantec's Norton Systemworks product suite and $0.20 for original      
equipment manufacturer transactions. The Development License commenced on       
October 15, 1998 and the Distribution License commenced on November 17, 1998.   
Upon execution of the License Agreement, the Company deposited in escrow the    
source code for its CleanSweep product and related technology which was         
released to Symantec upon commencement of the Distribution License. The         
License Agreement terminates immediately if Symantec fails to close the Merger  
in accordance with the Merger Agreement. In addition, the License Agreement     
would have terminated if the Merger has not occurred by January 31, 1999 and    
the Company has not been obligated to pay the Break-up Fee. In January 1999,    
this provision was amended to extend the date by which the Merger must occur    
to March 31, 1999. The License Agreement also terminates for a material breach  
of any term of the License Agreement that is not cured within thirty days. The  
obligations of the Company and Symantec to consummate the Merger will not be    
affected by any termination of the License Agreement.                           

SERIES C CONVERTIBLE PREFERRED STOCK  

The Company initially issued 29,000 shares of Series C Preferred Stock (and 
warrants to purchase an additional 2,900 shares of Series C Preferred Stock)    
to approximately thirty accredited investors between September 30, 1997 and     
November 4, 1997. To the Company's knowledge, none of the investors are         
affiliated with either the Company or Parent or any of their officers,          
directors or principal stockholders. As of the closing of the Offer on          
November 17, 1998, all shares of Series C Preferred Stock had been converted.   
The Series C Preferred Stock originally had a floating conversion price equal   
to 101% of the average of the three lowest daily trading prices for the 22      
consecutive trading days immediately preceding the date of conversion. After    
negotiating the terms thereof over a period of several weeks, the Company       
entered into separate agreements, each dated October 9, 1998, with each of the  
holders of the Company's Series C Preferred Stock and warrants. Pursuant to     
the agreements, the holders of the Series C Preferred Stock agreed not to       
convert any such shares at a conversion price of less than $0.2650 (the "Floor  
Price") for a period of six months after October 9, 1998. In addition, during   
the first sixty calendar days following such date, upon conversion of any       
shares of the Series C Preferred Stock in accordance with their terms, the      
Company agreed to issue shares of Common Stock at a fixed conversion price of   
$0.2650 notwithstanding the actual conversion price then in effect.             

Pursuant to the October 9, 1998 agreements, during the six months following 
October 9, 1998, the Company had the right to repurchase all of the shares of   
Series C Preferred Stock owned by the holders thereof at a price equal to 110%  
of the original purchase price. The Company could have exercised this           
repurchase right upon 10 days notice (which may have been by press release),    
during which time period the holders of the Series C                            

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Preferred Stock remained entitled to convert such shares into shares of Common  
Stock. The holders of the Series C Preferred Stock also agreed that upon a      
"sales event" (as defined below), the Company may have, at its option,          
repurchased the shares of Series C Preferred Stock at a price equal to 110% of  
the original price or required such holders to convert their shares of Series   
C Preferred Stock into shares of Common Stock, or to effect a combination of    
the foregoing. A "sales event" means the sale of all or substantially all of    
the assets of the Company, a consolidation or merger of the Company in which    
the stockholders of the Company immediately prior to such event do not retain   
a majority of the voting power of the surviving corporation or the sale of      
more than 50% of the stock of the Company. The Company did not have such        
repurchase rights under the terms of the original agreements with the holders   
of the Series C Preferred Stock.                                                

Under the October 9, 1998 agreements, the Company agreed to issue additional
shares of Common Stock (or, at the Company's election, cash) to each holder of  
the Series C Preferred Stock, up to an amount equal to 5% of the original       
purchase price of such shares of Series C Preferred Stock, but only to the      
extent that such holder did not realize at least a 50% gross aggregate return   
upon resale of the shares of Common Stock received upon the conversion of such  
shares of Series C Preferred Stock. No such additional shares or cash was       
issued.                                                                         

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SELECTED FINANCIAL DATA 

Set forth below is certain selected consolidated financial data with respect
to the Company, excerpted or derived from the Company's Annual Report on Form   
10-K for the fiscal year ended September 30, 1998 as amended on Form 10-K/A,    
as well as the Company's Quarterly Report on Form 10-Q for the quarter ended    
December 31, 1998, each as filed with the Commission pursuant to the Exchange   
Act. Certain items in the consolidated financial statements of fiscal 1995 and  
1994 have been reclassified to conform to the 1997 presentation. More           
comprehensive financial information is included in such reports and other       
documents filed by the Company with the Commission. Such reports and other      
documents are available for inspection, and copies thereof are obtainable in    
the manner set forth below under "Available Information" below. All amounts     
shown are in thousands, except per share data.                                  

                                                        [Enlarge/Download Table]

                                    Year ended September 30,                  Three months ended December 31,  
                          ------------------------------------------------  -----------------------------------
                            1998      1997      1996      1995      1994       1998        1997                
                          --------  --------  --------  --------  --------  ----------- -----------            
                                                                            (unaudited) (unaudited)            
                                                                                                               
Statements of Operations                                                                                       
 Data:                                                                                                         
Net revenues............  $ 50,861  $ 83,787  $133,100  $117,606  $ 84,715   $  5,769     $20,626              
Cost of revenues........    14,587    21,271    49,600    34,884    27,403      2,859       4,709              
                          --------  --------  --------  --------  --------   --------     -------              
   Gross margin.........    36,274    62,516    83,500    82,722    57,312      2,910      15,917              
Operating expenses:                                                                                            
 Research and                                                                                                  
  development...........    16,640    16,419    21,314    14,286     7,520      1,167       4,681              
 Sales and marketing....    30,566    29,305    66,355    30,624    27,107      3,214       8,378              
 General and                                                                                                   
  administrative........     9,923    17,227    32,128    20,704    20,908      2,209       2,807              
 Acquisition,                                                                                                  
  restructuring and                                                                                            
  other charges.........     2,583    11,713    37,789     7,409    12,863      8,946         (51)             
 Litigation                                                                                                    
  settlement............       --      1,905       --        --        615        --          --               
                          --------  --------  --------  --------  --------   --------     -------              
   Total operating                                                                                             
    expenses............    59,712    76,569   157,586    73,023    69,013     15,356      15,815              
Operating income                                                                                               
 (loss).................   (23,438)  (14,053)  (74,086)    9,699   (11,701)   (12,446)        102              
   Other income                                                                                                
    (expense), net......     1,264    (2,143)       38       (38)     (271)       222       (498)              
Interest income                                                                                                
 (expense), net.........      (952)   (2,072)     (105)    1,922     1,365        735         267              
                          --------  --------  --------  --------  --------   --------     -------              
Income (loss) before                                                                                           
 income taxes...........   (23,126)  (18,268)  (74,153)   11,583   (10,607)   (13,403)    $   332              
Provision (benefit) for                                                                                        
 income Taxes...........        39       130       806       331    (5,982)       --           16              
                          --------  --------  --------  --------  --------   --------     -------              
Net income (loss).......  $(23,165) $(18,398) $(74,959) $ 11,252  $ (4,625)  $(13,403)    $   316              
                          ========  ========  ========  ========  ========   ========     =======              
Net income (loss) per                                                                                          
 share:                                                                                                        
 Primary................  $  (0.45) $  (0.43) $  (2.15) $   0.32  $  (0.15)  $  (0.16)    $  0.01              
                          ========  ========  ========  ========  ========   ========     =======              
 Fully diluted..........  $  (0.45) $  (0.43) $  (2.15) $   0.31  $  (0.15)  $  (0.16)    $  0.01              
                          ========  ========  ========  ========  ========   ========     =======              
Shares used to compute                                                                                         
 net income (loss) per                                                                                         
 share:                                                                                                        
 Primary................    51,609    43,168    34,894    35,557    31,825     84,002      43,363              
                          ========  ========  ========  ========  ========   ========     =======              
 Fully diluted..........    51,609    43,168    34,894    36,499    31,825     84,002      67,628              
                          ========  ========  ========  ========  ========   ========     =======              
Additional unaudited pro                                                                                       
 forma data:/1                                                                                                 
 Income (loss) before                                                                                          
  income Taxes..........  $(23,126) $(18,268) $(74,153) $ 11,583  $(10,607)  $(13,403)        332              
 Pro forma income                                                                                              
  taxes.................        39       130       806     3,406       576        --           16              
                          --------  --------  --------  --------  --------   --------     -------              
   Pro forma net income                                                                                        
    (loss)..............  $(23,165) $(18,398) $(74,959) $  8,177  $(11,183)  $(13,403)        316              
                          ========  ========  ========  ========  ========   ========     =======              
Pro forma income (loss)                                                                                        
 per share:                                                                                                    
 Primary................  $  (0.45) $  (0.43) $  (2.15) $   0.23  $  (0.35)  $  (0.16)    $  0.01              
                          --------  --------  --------  --------  --------   --------     -------              
 Fully diluted..........  $  (0.45) $  (0.43) $  (2.15) $   0.22  $  (0.35)  $  (0.16)    $  0.01              
                          ========  ========  ========  ========  ========   ========     =======              

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                                                        [Enlarge/Download Table]

                                   As of September 30,               As of December 31,   
                         ----------------------------------------- -----------------------
                           1998     1997   1996     1995    1994      1998        1997    
                         --------  ------ -------  ------- ------- ----------- -----------
                                                                   (unaudited) (unaudited)
                                                                                          
Balance Sheet Data:                                                                       
Working capital /                                                                         
 (deficiency)........... $  1,955  $6,917 $(4,684) $29,490 $29,147  $ (7,980)    17,863   
Total assets............   19,525  55,881  76,781   76,699  62,471    10,861     52,036   
Long-term obligations...   25,022  25,114  25,108      164     701    25,022     25,089   
Stockholders' equity....  (17,933)  1,173   4,425   44,270  36,606   (29,600)     4,110   
Other Data:                                                                               
Book Value Per Share....      --      --      --       --      --   $  (0.33)       --    

--------                                                                        
/1 On June 30, 1995, the Company completed the acquisition of Landmark          
Research International Corporation ("Landmark"). The acquisition was      
treated as a pooling of interests and accordingly, the information        
 presented above was restated to reflect this transaction. Prior to June 30,
1995, Landmark elected to be taxed as an S corporation whereby the income 
tax effects of Landmark's activities accrued directly to its shareholders.
Landmark's S corporation election terminated on June 30, 1995, at the time
of the acquisition. On March 28, 1996, the Company completed the          
acquisition of Datastorm Technologies, Inc. ("Datastorm"). The acquisition
was treated as a pooling of interests and accordingly, the information    
presented above was restated to reflect this transaction. Prior to being  
acquired by the Company, Datastorm elected to be taxed as an S corporation
whereby the income tax effects of Datastorm's activities accrued directly 
to the shareholders. Datastorm's S corporation election terminated at the 
time of acquisition. The pro forma information reflects the estimated tax 
expense as if Landmark and Datastorm were C corporations for all of the   
periods presented.                                                        

Certain Company Estimates. During the course of discussions between Parent  
and the Company that led to execution of the Merger Agreement, the Company      
provided Parent with certain preliminary estimates of the Company's future      
performance that are not available to the public. The information provided      
included summary preliminary estimates of the Company's income statement for    
the quarter ending September 30, 1998 and for each of the four quarters         
thereafter during the Company's 1999 fiscal year (from October 1, 1998 through  
September 30, 1999). These preliminary estimates forecast net revenues of       
$11.2 million for the quarter ending on September 30, 1998 (compared to $8.0    
million for the prior quarter) with net revenues then generally rising over     
the next four quarters to $12.3 million for the last of the four quarters.      
These preliminary estimates forecast that gross profit would grow from $8.3     
million to $9.4 million per quarter over the five-quarter period, with total    
operating expenses remaining relatively constant (ranging from $7.9 million to  
$8.1 million). Therefore, total operating income was preliminarily estimated    
to rise over the five-quarter period from $230,000 (before interest expense     
and taxes) for the quarter ending September 30, 1998 to $1.3 million for the    
quarter ending September 30, 1999. The foregoing preliminary estimates          
constitute forward-looking statements subject to material risks and             
uncertainties that could cause actual results to differ substantially from      
those estimated, such as the Company's ability to retain market share in an     
environment of increasing competition, the ability to improve its products and  
introduce new products on a timely basis, the ability to retain employees and   
customers and other business and competitive factors, as well as the effects    
on the Company's business of the Offer and the Merger.                          

The Company does not as a matter of course make public any estimates as to  
future performance or earnings, and the preliminary estimates set forth above   
are included in this Information Statement only because the information was     
made available to Parent and Purchaser by the Company. The Company has          
informed Parent that the preliminary estimates were not prepared with a view    
to public disclosure or compliance with the published guidelines of the         
Commission or the guidelines established by the American Institute of           
Certified Public Accountants regarding estimates or forecasts. The Company has  
also informed Parent that its internal financial estimates (upon which the      
preliminary estimates provided to Parent were based in part) are, in general,   
prepared solely for internal use and capital budgeting and other management     
decision-making purposes, are subjective in many respects and thus susceptible  
to various interpretations and periodic revision based on actual experience     
and business developments. Projected information of this type is based on       
estimates and assumptions that are inherently subject to significant economic   
and competitive uncertainties and contingencies, all of which                   

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are difficult to predict and many of which are beyond the control of the        
Company, Purchaser or Parent or their respective financial advisors. Many of    
the assumptions upon which the estimates were based, none of which were         
approved by Parent or Purchaser, are dependent upon economic forecasting (both  
general and specific to the Company's business), which is inherently uncertain  
and subjective.                                                                 

The inclusion of the foregoing preliminary estimates should not be regarded 
as an indication that the Company, Purchaser, Parent or any other person who    
received such information considers them accurate predictions of future         
events, and neither Purchaser nor Parent has relied on these estimates or       
given them significant weight in assessing the value of the Shares or           
evaluating the business or prospects of the Company.                            

SOURCE AND AMOUNT OF FUNDS  

The amount payable by Purchaser to acquire all Shares outstanding as of     
October 15, 1998, and all Shares issuable upon exercise of all warrants for     
the purchase of the Company's Preferred Stock and conversion of all such stock  
to the Company's Common Stock, plus amounts payable with respect to Options,    
totals approximately $48 million. Purchaser will obtain all such funds from     
Parent through a capital contribution or loan, which Parent will provide from   
its working capital. Neither the Offer nor the Merger is contingent upon        
obtaining financing. At September 30, 1998, Parent had cash and cash            
equivalents of $175.4 million and working capital (total current assets minus   
total current liabilities) of approximately $122.7 million.                     

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PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT  

The following table sets forth certain information regarding the beneficial 
ownership of the Common Stock as of February 1, 1999 for (i) each person known  
to the Company to be the beneficial owner of more than 5% of the outstanding    
Common Stock, (ii) each director of the Company, (iii) the Chief Executive      
Officer of the Company and the other four most highly compensated executive     
officers of the Company whose total annual compensation for the year ended      
September 30, 1998 exceeded $100,000, and (iv) all current directors and        
executive officers of the Company as a group. Except for Oak Acquisition        
Corporation, Mr. Salem, Mr. Eubanks, and Mr. Witte whose address is 10201       
Torre Avenue, Cupertino, California 95014, the address of each such person is   
that of the Company, 13160 Mindanao Way, Marina del Rey, California 90292.      

                                                                [Download Table]

                                                         Number of  Percent of
                                                         Shares of  Shares of 
                                                           Common     Common  
                          Name                             Stock     Stock(1) 
                          ----                           ---------- ----------
                                                                              
Oak Acquisition Corporation(2).......................... 58,227,311    64.8%  
Enrique T. Salem........................................        --       --   
Gordon Eubanks, Jr. ....................................        --       --   
Derek Witte.............................................        --       --   
Frank W.T. LaHaye(3)....................................    262,500      *    
Howard Morgan(4)........................................     86,500      *    
King R. Lee(5)..........................................    387,500      *    
Curtis A. Hessler(6)....................................  1,500,000     1.6%  
Frank R. Greico(7)......................................     55,208      *    
Joseph Fusco............................................        --       --   
Mark Epstein............................................        --       --   
John Strosahl(8)........................................    231,575      *    
All directors and executive officers as a group (7                            
 persons)(9)............................................    791,708      *    

--------                                                                        
* Less than one percent                                                       

(1) Percent Ownership is based on 89,760,799 shares of Common Stock             
 outstanding as of February 1, 1999. Unless otherwise indicated below, the
persons and entities named in the table have sole voting and sole       
  investment power with respect to all shares beneficially owned, subject to
community property laws where applicable. Following the commencement of 
  the tender offer by Symantec, on November 4, 1998, all outstanding options
became fully vested and as a result, all shares subject to options are  
currently exercisable and are deemed to be outstanding and to be        
 beneficially owned by the person holding such options or warrants for the
purpose of computing the percentage ownership of such person but are not
treated as outstanding for the purpose of computing the percentage      
ownership of any other person.                                          

(2) Oak Acquisition Corporation is a wholly owned subsidiary of Symantec        
Corporation. Accordingly, Symantec Corporation is deemed to beneficially
own the shares of Common Stock owned by Oak Acquisition Corporation.    

(3) Includes 262,500 shares that may be purchased by Mr. LaHaye upon the        
exercise of options that are currently exercisable.                     

(4) Includes 62,500 shares that may be purchased by Dr. Morgan upon the         
exercise of options that are currently exercisable, and includes 24,000 
shares of Common Stock held in trust for Dr. Morgan's children with     
respect to which Dr. Morgan disclaims beneficial ownership.             

(5) Includes 387,500 shares that may be purchased by Mr. Lee upon the exercise  
of options that are currently exercisable.                              

(6) Includes 1,500,000 shares that may be purchased by Mr. Hessler upon the     
exercise of options that are currently exercisable.                     

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(7) Includes 55,208 shares that may be purchased by Mr. Greico upon the         
exercise of options that are currently exercisable.                     

(8) Includes 231,575 shares which may be purchased by Mr. Strosahl upon the     
exercise of options that are currently exercisable.                     

(9) Includes 767,708 shares which may be purchased upon the exercise of         
 options granted to the directors and executive officers as a group, which
are currently exercisable.                                              

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The Company incorporates by reference herein the following documents filed  
with the Commission pursuant to the Exchange Act:                               

1. The Company's Annual Report on Form 10-K for the fiscal year ended       
September 30, 1998 as amended on Form 10-K/A;                                   

2. The Company's Quarterly Report on Form 10-Q for the quarter ended        
December 31, 1998.                                                              

3. The Company's Current Reports on Form 8-K dated October 19, 1998, October
20, 1998 and November 17, 1998.                                                 

Copies of the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998 as amended on Form 10-K/A and the Quarterly Report on form   
10-Q for the quarter ended December 31, 1998 are being furnished to             
stockholders along with the Information Statement.                              

THIS INFORMATION STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS (OTHER THAN EXHIBITS TO  
SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY            
REFERENCE) ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON, INCLUDING ANY          
BENEFICIAL OWNER, TO WHOM THIS INFORMATION STATEMENT IS DELIVERED, ON WRITTEN   
OR ORAL REQUEST TO QUARTERDECK CORPORATION, 13160 MINDANAO WAY, MARINA DEL      
REY, CALIFORNIA 90292 (TELEPHONE NUMBER (310) 309-3700), ATTENTION: DEREK       
WITTE, SECRETARY OF THE COMPANY.                                                

AVAILABLE INFORMATION 

Both Parent and the Company are subject to the information filing           
requirements of the Exchange Act and in accordance therewith files reports,     
proxy and information statements and other information with the Commission.     
The Tender Offer Statement on Schedule 14D-1 filed by Purchaser and the         
Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company,   
each in connection with the Offer, and the respective exhibits thereto, as      
well as such reports, proxy and information statements and other information    
filed by Parent and the Company with the Commission may be inspected and        
copied at the public reference facilities maintained by the Commission at       
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the      
Commission's regional offices at Seven World Trade Center, 13th Floor, New      
York, New York 10007 and at the Northwestern Atrium Center, 500 West Madison    
Street, Suite 1400, Chicago, Illinois 60661-2551. Copies of such material can   
also be obtained from the principal office of the Commission at Judiciary       
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The  
Commission also maintains an internet website at http://www.sec.gov that        
contains reports, proxy statements and other information.                       

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ANNEX I 

AGREEMENT AND PLAN OF MERGER  

AGREEMENT AND PLAN OF MERGER dated as of October 15, 1998 (the "AGREEMENT   
DATE"), among SYMANTEC CORPORATION, a Delaware corporation ("PARENT"), OAK      
ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned Subsidiary   
of Parent ("SUB"), and QUARTERDECK CORPORATION, a Delaware corporation (the     
"COMPANY"). Certain defined terms used in this Agreement shall have the         
meaning ascribed to them in Section 9.3.                                        

WHEREAS, in furtherance of the acquisition of all of the capital stock of   
the Company by Parent on the terms and subject to the conditions set forth in   
this Agreement, Parent proposes to cause Sub to make a tender offer (as it may  
be amended from time to time as permitted under this Agreement, the "OFFER")    
to purchase all the issued and outstanding shares of Common Stock, par value    
$0.001 per share, of the Company and all associated rights (the "COMPANY        
COMMON STOCK"), at a price per share of the Company Common Stock of not less    
than $0.52 net to the seller in cash and without interest thereon (such price,  
as may hereafter be increased, the "OFFER PRICE"), subject to reduction for     
any applicable federal backup or other applicable withholding or stock          
transfer taxes, upon the terms and subject to the conditions set forth in       
Exhibit A, and the Board of Directors of the Company has approved the Offer     
and has resolved to recommend that the Company's stockholders accept the        
Offer;                                                                          

WHEREAS, Sub has been formed for the sole purpose of enabling Parent to     
acquire all of the capital stock of the Company and Sub has not conducted any   
operations that were not related to, and for the purpose of, such acquisition;  

WHEREAS, concurrently with the execution of this Agreement, the Company and 
Parent have entered into the Technology License Agreement in the form attached  
hereto as Exhibit B (the "LICENSE AGREEMENT") pursuant to which the Company     
has granted Parent a worldwide, perpetual, non-exclusive license (including a   
license to create and distribute derivative works) to the Company's software    
product "CleanSweep" and has deposited in escrow the source code to such        
product, and the Parent has agreed to pay certain royalties to the Company;     

WHEREAS, the respective Boards of Directors of Parent, Sub and the Company  
have approved the Offer and the merger of Sub into the Company, as set forth    
below (the "MERGER"), upon the terms and subject to the conditions set forth    
in this Agreement, whereby each issued and outstanding share of the Company     
Common Stock, other than shares owned directly or indirectly by Parent or the   
Company and Dissenting Shares (as defined in Section 3.1(e)), will be           
converted into the right to receive the Offer Price;                            

WHEREAS, each of the directors and executive officers of the Company have   
entered into Stockholder Agreements with the Parent in the form attached        
hereto as Exhibit C (the "Stockholder Agreements") in which each such person    
has agreed to tender all shares of the Company Common Stock held by such        
person pursuant to the Offer and to vote in favor of the Merger and against     
any competing proposals;                                                        

WHEREAS, Parent, Sub and the Company desire to make certain representations,
warranties, covenants and agreements in connection with the Offer and the       
Merger and also to prescribe various conditions to the Offer and the Merger;    
and                                                                             

NOW, THEREFORE, in consideration of the representations, warranties,        
covenants and agreements contained in this Agreement, the parties agree as      
follows:                                                                        

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ARTICLE I 

THE OFFER 

1.1 The Offer.                                                              

(a) Subject to the provisions of this Agreement, Sub shall, and Parent shall
cause Sub to, within five business days of the public announcement (on the      
Agreement Date or the following day) of the execution of this Agreement,        
commence (within the meaning of Rule 14d-2 under the Securities Exchange Act    
of 1934, as amended (the "EXCHANGE ACT")) the Offer. The obligation of Sub to,  
and of Parent to cause Sub to, commence the Offer and accept for payment, and   
pay for, any shares of the Company Common Stock tendered pursuant to the Offer  
shall be subject to the conditions set forth in Exhibit A and to the terms and  
conditions of this Agreement. Sub expressly reserves the right unilaterally to  
waive any conditions to the Offer (other than (without the Company's prior      
written consent) the Minimum Tender Condition, as defined in Exhibit A), to     
increase the price per Share payable in the Offer, to extend the duration of    
the Offer or to make any other changes in the terms and conditions of the       
Offer; provided, however, that no such change may be made which decreases the   
price per Share payable in the Offer, reduces the maximum number of Shares to   
be purchased in the Offer, imposes conditions to the Offer in addition to       
those set forth in Exhibit A, changes the form of consideration payable in the  
Offer or amends any other material terms of the Offer in a manner materially    
adverse to the Company's stockholders; and provided further that if, at the     
expiration of the Offer (as the same may be extended pursuant to this           
proviso), any condition (other than the Minimum Tender Condition) shall not     
have been satisfied which could reasonably be expected to be satisfied within   
the next succeeding ten (10) business days, then the Offer shall be extended    
an additional ten (10) business days (but in no event beyond the date forty-    
five (45) business days after the date on which the Offer shall have been       
first commenced). Subject to the terms and conditions of this Agreement and     
the Offer (including, if the Offer is extended or amended, the terms and        
conditions of any such extension or amendment), Sub shall, and Parent shall     
cause Sub to, accept for payment, and pay for, all shares of the Company        
Common Stock validly tendered and not withdrawn pursuant to the Offer as soon   
as practicable after the expiration of the Offer.                               

(b) On the date of commencement of the Offer, Parent and Sub shall file with
the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on  
Schedule 14D-1 with respect to the Offer, which shall contain an offer to       
purchase and a related letter of transmittal and summary advertisement (such    
Schedule 14D-1 and the documents included therein pursuant to which the Offer   
will be made, together with any supplements or amendments thereto, the "OFFER   
DOCUMENTS"). Parent and Sub represent and agree that the Offer Documents shall  
comply as to form in all material respects with the Exchange Act, and the       
rules and regulations promulgated thereunder and that the Offer Documents, on   
the date first published, sent or given to the Company's stockholders, shall    
not contain any untrue statement of a material fact or omit to state any        
material fact required to be stated therein or necessary in order to make the   
statements therein, in light of the circumstances under which they were made,   
not misleading, except that no representation is made by Parent or Sub with     
respect to information supplied by the Company specifically for inclusion in    
the Offer Documents. Each of Parent, Sub and the Company agrees promptly to     
correct any information provided by it for use in the Offer Documents if and    
to the extent that such information shall become false or misleading in any     
material respect, and each of Parent and Sub further agrees to take all steps   
necessary to amend or supplement the Offer Documents and to cause the Offer     
Documents as so amended or supplemented to be filed with the SEC and to be      
disseminated to the Company's stockholders, in each case as and to the extent   
required by applicable Federal securities laws. The Company and its counsel     
shall be given a reasonable opportunity to review the Offer Documents and all   
amendments and supplements thereto prior to their filing with the SEC or        
dissemination to stockholders of the Company. Parent and Sub agree to provide   
the Company and its counsel any comments which Parent, Sub or their respective  
counsel may receive from the SEC or its staff with respect to the Offer         
Documents promptly after the receipt of such comments including a copy of any   
such comments that are made in writing.                                         

(c) Parent shall provide or cause to be provided to Sub on a timely basis   
the funds necessary to accept for payment, and pay for, any shares of the       
Company Common Stock that Sub becomes obligated to accept for payment, and pay  
for, pursuant to the Offer.                                                     

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1.2 Company Actions.                                                        

(a) The Company hereby approves of and consents to the Offer and represents 
that the Board of Directors of the Company, at a meeting duly called and held,  
duly and unanimously adopted resolutions approving this Agreement and each      
Company Ancillary Agreement, the Offer and the Merger, determining that the     
terms of the Offer and the Merger are fair to, and in the best interests of,    
the Company's stockholders and recommending that the Company's stockholders     
accept the Offer and tender their shares pursuant to the Offer and approve and  
adopt this Agreement and the Company Ancillary Agreements and the Merger. The   
Company represents that its Board of Directors has received the opinion of      
Broadview Associates LLC that the proposed consideration to be received by the  
holders of shares of the Company Common Stock pursuant to the Offer and the     
Merger is fair to such holders from a financial point of view, and a complete   
and correct signed copy of such opinion will be promptly delivered by the       
Company to Parent. The Company hereby consents to the inclusion in the Offer    
Documents of the recommendation of the Company's Board of Directors described   
in the first sentence of this Section 1.2(a) (subject to Section 5.2) and will  
use all reasonable efforts to obtain the consent of Broadview Associates LLC    
to the inclusion in the Schedule 14D-9 of a copy of the written opinion         
referred to in the preceding sentence.                                          

(b) On the date the Offer Documents are filed with the SEC, the Company     
shall file with the SEC a Solicitation/Recommendation Statement on Schedule     
14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to   
time, together with all exhibits, amendments and supplements thereto as well    
as the Information Statement required pursuant to Section 14(f) under the       
Exchange Act, collectively the "SCHEDULE 14D-9") containing the recommendation  
described in paragraph (a) (subject to Section 5.2) and shall mail the          
Schedule 14D-9 to the stockholders of the Company. The Company agrees that the  
Schedule 14D-9 shall comply as to form in all material respects with the        
requirements of the Exchange Act and the rules and regulations promulgated      
thereunder and, on the date filed with the SEC and on the date first            
published, sent or given to the Company's stockholders, shall not contain any   
untrue statement of a material fact or omit to state any material fact          
required to be stated therein or necessary in order to make the statements      
therein, in light of the circumstances under which they were made, not          
misleading, except that no representation is made by the Company with respect   
to information supplied by Parent or Sub specifically for inclusion in the      
Schedule 14D-9. Each of the Company, Parent and Sub agrees promptly to correct  
any information provided by it for use in the Schedule 14D-9 if and to the      
extent that such information shall have become false or misleading in any       
material respect, and the Company further agrees to take all steps necessary    
to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as    
so amended or supplemented to be filed with the SEC and disseminated to the     
Company's stockholders, in each case as and to the extent required by           
applicable Federal securities laws. Parent and its counsel shall be given a     
reasonable opportunity to review the Schedule 14D-9 and all amendments and      
supplements thereto prior to their filing with the SEC or dissemination to      
stockholders of the Company. The Company agrees to provide Parent and its       
counsel any comments which the Company or its counsel may receive from the SEC  
or its staff with respect to the Schedule 14D-9 promptly after the receipt of   
such comments including a copy of any such comments that are made in writing.   

(c) In connection with the Offer, the Company shall cause its transfer agent
promptly to furnish Sub with mailing labels containing the names and addresses  
of the record holders of the Company Common Stock as of a record date and of    
those persons becoming record holders subsequent to such date, together with    
copies of all lists of stockholders, security position listings and, to the     
extent reasonably requested, computer files and other information in the        
Company's possession or control regarding the record and beneficial owners of   
the Company Common Stock, and shall furnish to Sub such information and         
assistance (including updated lists of stockholders, mailing labels, security   
position listings and computer files) as Parent may reasonably request in       
communicating the Offer to the Company's stockholders. The Company represents   
that the information provided to Parent pursuant to this paragraph shall be     
true and correct as of its respective dates.                                    

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ARTICLE II  

THE MERGER  

2.1 The Merger. Upon the terms and subject to the conditions set forth in   
this Agreement, and in accordance with the Delaware General Corporation Law     
(the "DGCL"), Sub shall be merged with and into the Company at the Effective    
Time (as defined in Section 2.3). Following the Effective Time, the separate    
corporate existence of Sub shall cease and the Company shall continue as the    
surviving corporation (the "SURVIVING CORPORATION") and shall succeed to and    
assume all the rights and obligations of Sub in accordance with the DGCL.       
Notwithstanding the foregoing, Parent may elect at any time prior to the        
Merger to merge the Company with and into Sub instead of merging Sub into the   
Company as provided above; provided, however, that the Company shall not be     
deemed to have breached any of its representations, warranties, covenants or    
agreements set forth in this Agreement and the Company Ancillary Agreements     
solely by reason of such election. In such event, the parties agree to execute  
an appropriate amendment to this Agreement and the Company Ancillary            
Agreements in order to reflect the foregoing. At the election of Parent, any    
direct or indirect subsidiary of Parent may be substituted for Sub as a         
constituent corporation in the Merger. In such event, the parties agree to      
execute an appropriate amendment to this Agreement and the Company Ancillary    
Agreements in order to reflect the foregoing.                                   

2.2 Closing. The closing of the Merger will take place at 10:00 a.m. on the 
second business day after satisfaction or waiver of the conditions set forth    
in Article VII (the "CLOSING DATE"), at the Palo Alto, California offices of    
Fenwick & West LLP, counsel to Parent and Sub, unless another date or place is  
agreed to in writing by the parties hereto. Parent and the Company agree to     
use all reasonable efforts to close the Merger as soon as practicable           
following consummation of the Offer, subject to Section 7.1 hereof.             

2.3 Effective Time. Subject to the provisions of this Agreement, as soon as 
practicable on or after the Closing Date, the parties shall execute and file a  
certificate of merger or other appropriate documents (in any such case, the     
"CERTIFICATE OF MERGER") in accordance with the relevant provisions of the      
DGCL and shall make all other filings or recordings required under the DGCL.    
The Merger shall become effective at such time as the Certificate of Merger is  
duly filed with the Delaware Secretary of State, or at such other time as Sub   
and the Company shall agree should be specified in the Certificate of Merger    
(the time the Merger becomes effective being hereinafter referred to as the     
"EFFECTIVE TIME").                                                              

2.4 Effects of the Merger. The Merger shall have the effects set forth in   
Section 259 of the DGCL.                                                        

2.5 Certificate of Incorporation and By-laws. The certificate of            
incorporation and by-laws of the Surviving Corporation shall be amended and     
restated, effective as of the Effective Time, to be identical to the            
certificate of incorporation and by-laws of Sub until thereafter changed or     
amended as provided therein or by applicable law.                               

2.6 Directors. The directors of Sub immediately prior to the Effective Time 
shall be the directors of the Surviving Corporation, until the earlier of       
their resignation or removal or until their respective successors are duly      
elected and qualified, as the case may be.                                      

2.7 Officers. The officers of the Sub immediately prior to the Effective    
Time shall be the officers of the Surviving Corporation, until the earlier of   
their resignation or removal or until their respective successors are duly      
elected and qualified, as the case may be.                                      

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ARTICLE III 

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT  
CORPORATIONS; EXCHANGE OF CERTIFICATES  

3.1 Effect on Capital Stock. As of the Effective Time, by virtue of the     
Merger and without any action on the part of the holder of any shares of the    
Company Common Stock or any shares of capital stock of Sub:                     

(a) Capital Stock of Sub. Each issued and outstanding share of capital stock
of Sub shall be converted into and become one fully paid and nonassessable      
share of Common Stock, par value $0.001 per share, of the Surviving             
Corporation.                                                                    

(b) Cancellation of Treasury Stock and Parent Owned Stock. Each share of the
Company Common Stock that is owned by the Company or by any Subsidiary of the   
Company and each share of the Company Common Stock that is owned by Parent,     
Sub or any other Subsidiary of Parent shall automatically be canceled and       
retired and shall cease to exist, and no consideration shall be delivered in    
exchange therefor.                                                              

(c) Conversion of the Company Common Stock. Subject to Section 3.1(e), each 
issued and outstanding share of the Company Common Stock (other than shares to  
be canceled in accordance with Section 3.1(b)) shall be converted into the      
right to receive from the Surviving Corporation in cash, without interest, the  
Offer Price. As of the Effective Time, all such shares of the Company Common    
Stock shall no longer be outstanding and shall automatically be canceled and    
retired and shall cease to exist, and each holder of a certificate              
representing any such shares of the Company Common Stock shall cease to have    
any rights with respect thereto, except the right to receive the Merger         
Consideration as provided in this Section 3.1(c), without interest.             

(d) Conversion of the Preferred Stock. Subject to Section 3.1(e), each      
issued and outstanding share of any class or series of preferred stock issued   
by the Company (such stock, collectively, the "COMPANY PREFERRED STOCK") shall  
be converted into the right to receive from the Surviving Corporation in cash,  
without interest, the product obtained by multiplying (i) the Offer Price by    
(ii) the number of shares of the Company Common Stock into which such share of  
the Company Preferred Stock is convertible at the Effective Time under the      
Certificate of Incorporation of the Company. As of the Effective Time, all      
such shares of the Company Preferred Stock shall no longer be outstanding and   
shall automatically be canceled and retired and shall cease to exist, and each  
holder of a certificate representing any such shares of the Company Preferred   
Stock shall cease to have any rights with respect thereto, except the right to  
receive the Merger Consideration as provided in this Section 3.1(d), without    
interest.                                                                       

(e) Shares of Dissenting Stockholders. Notwithstanding anything in this     
Agreement to the contrary, any shares of the Company Common Stock or Company    
Preferred Stock outstanding immediately prior to the Effective Time and, in     
the case of Company Common Stock, held by a holder who has not voted in favor   
of the Merger or consented thereto in writing, and, in the case of either       
Company Common Stock or Company Preferred Stock, who has demanded appraisal (a  
"DISSENTING STOCKHOLDER") for such shares of Company Common Stock or Company    
Preferred Stock in accordance with DGCL ("DISSENTING SHARES") shall, to the     
extent provided in the DGCL, not be converted into the right to receive Merger  
Consideration, unless such holder fails to perfect or withdraws or otherwise    
loses his right to appraisal, but instead shall become the right to receive     
such consideration as may be determined to be due to such Dissenting            
Stockholder pursuant to the DGCL. If, after the Effective Time, such            
Dissenting Stockholder withdraws his demand for appraisal or fails to perfect   
or otherwise loses his right of appraisal, in any case pursuant to the DGCL,    
his shares of the Company Common Stock or Company Preferred Stock, as the case  
may be, shall be treated as if they had been converted as of the Effective      
Time into the right to receive the Merger Consideration. The Company shall      
give Parent (i) prompt notice of any demands for appraisal of shares of the     
Company Common Stock or Company Preferred Stock received by the Company and     
(ii) the opportunity to participate in and direct all negotiations and          
proceedings with respect to any such demands. The Company shall not, without    
the prior written consent of Parent, make any payment with respect to, or       
enter into a binding settlement agreement or make a written offer to settle,    
any demand for appraisal of Dissenting Shares.                                  

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(f) Treatment of Options. At the Effective Time, each outstanding Company   
Option shall be terminated and canceled. The Company agrees to give written     
notice to each holder of a Company Option as soon as practicable (and in any    
event within five (5) business days of the commencement of the Offer) stating   
that such Company Option will terminate at the Effective Time, and permitting   
the exercise of such Company Option (including any portion not yet otherwise    
exercisable pursuant to the terms of such Company Option) during the thirty     
(30) day period preceding the Effective Time. At the Effective Time, all        
holders of cancelled Company Options having an exercise price that is less      
than the Offer Price, other than directors, or the Chief Executive Officer, of  
the Company, shall be entitled to receive an amount in cash equal to product    
of (i) the difference between the Offer Price and the exercise price of such    
option, multiplied by the number of shares of Company Common Stock issuable     
upon exercise of such Company Option immediately prior to the Effective Time.   

(g) Treatment of Convertible Debt Securities. Prior to the Effective Time,  
the Company shall have entered into an agreement with each holder of a 6%       
Convertible Senior Subordinated Note issued by the Company under the Note       
Agreement, dated as of March 1, 1996, between the Company and The Northwestern  
Mutual Life Insurance Company (all such securities, collectively, the           
"CONVERTIBLE NOTES") providing that, immediately after the Effective Time, the  
Surviving Corporation shall be entitled to repay all then-outstanding           
Convertible Notes in their original principal amount and accrued interest       
without premium or penalty, and within five (5) business days after the         
Effective Time, the Parent shall cause the Surviving Corporation to repay in    
full the then-outstanding principal of, and accrued interest on, such           
Convertible Notes (unless the holder or holders thereof shall otherwise agree   
in writing).                                                                    

3.2 Exchange of Certificates.                                               

(a) Paying Agent. Prior to the Effective Time, Parent shall select a bank or
trust company to act as paying agent (the "PAYING AGENT") for the payment of    
the Merger Consideration upon surrender of certificates representing the        
Company Common Stock or Preferred Stock.                                        

(b) Parent To Provide Funds. Parent shall make available to the Paying Agent
on a timely basis, as and when needed after the Effective Time, funds           
necessary to pay for the shares of the Company Common Stock and Preferred       
Stock pursuant to Section 3.1.                                                  

(c) Exchange Procedure. As soon as reasonably practicable after the         
Effective Time, the Paying Agent shall mail to each holder of record of a       
certificate or certificates which immediately prior to the Effective Time       
represented outstanding shares of the Company Common Stock and Company          
Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted  
into the right to receive the Merger Consideration pursuant to Section 3.1,     
(i) a letter of transmittal (which shall specify that delivery shall be         
effected, and risk of loss and title to the Certificates shall pass, only upon  
delivery of the Certificates to the Paying Agent and shall be in a form and     
have such other provisions as Parent may reasonably specify) and (ii)           
instructions for use in effecting the surrender of the Certificates in          
exchange for the Merger Consideration. Upon surrender of a Certificate for      
cancellation to the Paying Agent or to such other agent or agents as may be     
appointed by Parent, together with such letter of transmittal, duly executed,   
and such other documents as may reasonably be required by the Paying Agent,     
the holder of such Certificate shall be entitled to receive in exchange         
therefor the Merger Consideration, and the Certificate so surrendered shall     
forthwith be canceled. In the event of a transfer of ownership of the Company   
Common Stock or the Company Preferred Stock, as the case may be, which is not   
registered in the transfer records of the Company, payment may be made to a     
person other than the person in whose name the Certificate so surrendered is    
registered, if such Certificate shall be properly endorsed or otherwise be in   
proper form for transfer and the person requesting such payment shall pay any   
transfer or other taxes required by reason of the payment to a person other     
than the registered holder of such Certificate or establish to the              
satisfaction of the Surviving Corporation that such tax has been paid or is     
not applicable. Until surrendered as contemplated by this Section 3.2, each     
Certificate shall be deemed at any time after the Effective Time to represent   
only the right to receive upon such surrender thereof the Merger                
Consideration, without interest (other than Certificates representing           
Dissenting Shares).                                                             

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(d) No Further Ownership Rights in the Company Capital Stock. All cash paid 
upon the surrender of Certificates in accordance with the terms of this         
Article III shall be deemed to have been paid in full satisfaction of all       
rights pertaining to the shares of the Company Common Stock and the Company     
Preferred Stock theretofore represented by such Certificates. After the         
Effective Time, there shall be no further registration of transfers on the      
stock transfer books of the Surviving Corporation of the shares of the Company  
Common Stock and the Company Preferred Stock which were outstanding             
immediately prior to the Effective Time. If, after the Effective Time,          
Certificates are presented to the Surviving Corporation or the Paying Agent     
for any reason, they shall be canceled and exchanged as provided in this        
Article III.                                                                    

(e) Failure to Timely Surrender; No Liability. Promptly following the date  
that is six (6) months after the Effective Time, the Paying Agent shall return  
to the Surviving Corporation all Merger Consideration and other cash, property  
and instruments in its possession relating to the transactions described in     
this Agreement, and the Paying Agent's duties shall terminate. Thereafter,      
each holder of a Certificate may surrender such Certificate to the Surviving    
Corporation and (subject to applicable abandoned property, escheat and similar  
laws) receive in exchange therefor the Merger Consideration (without interest   
thereon). Notwithstanding the foregoing, the Surviving corporation shall be     
entitled to receive from time to time all interest or other amounts earned      
with respect to any cash deposited with the Paying Agent as such amounts        
accrue or become available. If any Certificates shall not have been             
surrendered prior to such date on which any payment pursuant to this Article    
III would otherwise escheat to or become the property of any Governmental       
Entity (as defined in Section 4.1(e)), the cash payment in respect of such      
Certificate shall, to the extent permitted by applicable law, become the        
property of the Surviving Corporation, free and clear of all claims or          
interests of any person previously entitled thereto. None of Parent, Sub, the   
Company or the Paying Agent shall be liable to any person in respect of any     
cash delivered to a public official pursuant to any applicable abandoned        
property, escheat or similar law.                                               

(f) Withholding Taxes. The right of any person to receive any payment or    
consideration pursuant to this Agreement and the Company Ancillary Agreements   
and the transactions contemplated herein and therein shall be subject to any    
applicable requirements with respect to the withholding of Taxes.               

(g) Lost, Stolen or Destroyed Certificates. In the event any Certificate    
shall have been lost, stolen or destroyed, the Paying Agent shall pay to such   
holder the Merger Consideration required pursuant to Section 3.1, in exchange   
for each such lost, stolen or destroyed Certificate, upon the making of an      
affidavit of that fact by the holder thereof with such assurances (including,   
without limitation, the posting of a bond in an amount reasonably sufficient    
to indemnify the Parent against any claim that may be made against it on        
account of such Certificate) as the Paying Agent and the Parent, in their       
discretion and as a condition precedent to the payment of the Merger            
Consideration, may each reasonably require of the holder of such lost, stolen   
or destroyed Certificate.                                                       

(h) Return of Merger Consideration for Dissenting Shares. Any portion of the
Merger Consideration made available to the Paying Agent pursuant to Section     
3.2(b) for shares of the Company Common Stock or the Company Preferred Stock    
for which appraisal rights have been perfected shall be returned to Parent,     
upon demand.                                                                    

(i) Supplementary Action. If at any time after the Effective Time, any      
further assignments or assurances in law or any other things are necessary or   
desirable to vest or to perfect or confirm of record in the Surviving           
Corporation the title to any property or rights of either the Company or Sub,   
or otherwise to carry out the provision of this Agreement and the Company       
Ancillary Agreements, the officers and directors of the Surviving Corporation   
are hereby authorized and empowered, in the name of and on behalf of the        
Company and Sub, to execute and deliver any and all things necessary or proper  
to vest or perfect or confirm title to such property or rights in the           
Surviving Corporation, and otherwise to carry out the purposes and provisions   
of this Agreement and the Company Ancillary Agreements.                         

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ARTICLE IV  

REPRESENTATIONS AND WARRANTIES  

4.1 Representations and Warranties of the Company. The Company represents   
and warrants to Parent and Sub that the statements contained in this Article    
IV are true and correct except as expressly set forth herein and in the         
disclosure schedule delivered by the Company to Parent and Sub prior to the     
execution and delivery of this Agreement (the "COMPANY DISCLOSURE SCHEDULE").   
The Company Disclosure Schedule shall be arranged in sections and paragraphs    
corresponding to the numbered and lettered sections and paragraphs contained    
in this Article IV and the disclosure in any section or paragraph shall         
qualify other sections and paragraphs in this Article IV only to the extent     
that it is reasonably apparent from a reading of such disclosure that it also   
qualifies or applies to such other sections and paragraphs.                     

(a) Organization, Standing and Corporate Power. The Company and each of its 
Subsidiaries (other than inactive Subsidiaries that do not own any material     
assets, do not have any material liabilities and do not conduct any material    
operations) is a corporation or partnership duly organized, validly existing    
and in good standing under the laws of the jurisdiction in which it is          
organized and has the requisite corporate or partnership power and authority    
to carry on its business as now being conducted. The Company and each of its    
Subsidiaries is duly qualified or licensed to do business and is in good        
standing in each jurisdiction in which the nature of its business or the        
ownership or leasing of its properties makes such qualification or licensing    
necessary, other than in such jurisdictions where the failure to be so          
qualified or licensed individually or in the aggregate would not have a         
Material Adverse Effect on the Company. The Company has provided to Parent      
complete and correct copies of its certificate of incorporation and by-laws,    
in each case as amended to the Agreement Date.                                  

(b) Subsidiaries. All Subsidiaries of the Company and their respective      
jurisdictions of incorporation or organization (other than inactive             
Subsidiaries that do not own any material assets and do not conduct any         
material operations) are identified in Section 4.1(b) of the Company            
Disclosure Schedule. The outstanding shares of capital stock of each            
Subsidiary have been validly issued and are fully paid and nonassessable and    
(except as may be required by foreign jurisdictions as set forth in the         
Company Disclosure Schedule) are owned by the Company, by another Subsidiary    
of the Company or by the Company and another such Subsidiary, free and clear    
of all pledges, claims, liens, charges, title retentions, mortgages, security   
interests and encumbrances of any kind or nature whatsoever, other than liens   
for taxes that are not yet due and payable (collectively, "LIENS") other than   
Liens disclosed in the Company's Annual Report on Form 10-K for the fiscal      
year ended September 30, 1997 (the "1997 10-K") or the Company Disclosure       
Schedule. Except for the capital stock of its Subsidiaries and investments      
identified in the Company Disclosure Schedule, the Company does not own,        
directly or indirectly, any capital stock or other ownership interest in any    
corporation, partnership, joint venture or other entity.                        

(c) Capital Structure.                                                      

(i) The authorized capital stock of the Company consists of 100,000,000 
shares of Company Common Stock, per value $0.001 per share, and 2,000,000   
shares of Company Preferred Stock, par value $0.001 per share, 1,000,000    
shares of which are designated Series A Junior Participating Preferred      
Stock, 200,000 of which are designated Series B Convertible Preferred Stock 
and 40,000 of which are designated Series C Convertible Preferred Stock, of 
which 73,531,703 shares of Company Common Stock are issued and outstanding, 
1,143 shares of Company Common Stock are held by the Company in its         
treasury, no shares of the Company Series A Junior Participating Preferred  
Stock are issued and outstanding, no shares of the Company's Series B       
Preferred Stock are issued and outstanding, and 4,248 shares of the         
Company's Series C Convertible Preferred Stock (including 1,379 shares      
issuable upon exercise of outstanding warrants to purchase Series C         
Convertible Preferred Stock) are issued and outstanding (subject to any     
changes in the outstanding Common Stock after the Agreement Date solely as  
a result of the issuance of any shares of Company Common Stock after the    
Agreement Date pursuant to the exercise of Company Options, or the          
conversion of Convertible Notes or Company Preferred Stock, that were       
outstanding on the Agreement Date). As of the Agreement Date, the           
outstanding shares of Series C Convertible Preferred Stock, together        

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with all shares of Series C Convertible Preferred Stock issuable upon       
exercise of outstanding warrants to purchase Series C Convertible Preferred 
Stock, are convertible into 16,030,188 shares of Company Common Stock.      

(ii) Not more than 7,335,227 shares of the Company Common Stock are     
reserved for issuance upon exercise of outstanding Company Options          
(1,380,686 of which are issuable pursuant to options having an exercise     
price of less than $0.52), assuming a net, or "cashless," exercise of such  
options, and, except as set forth in Section 4.1(c) of the Company          
Disclosure Schedule, there are no options, warrants or rights to acquire    
any shares of the Company's capital stock or any other securities of the    
Company outstanding other than such Company Options, the Convertible Notes  
and the outstanding Series C Preferred Stock. Section 4.1(c) of the Company 
Disclosure Schedule sets forth a true and complete list of the outstanding  
Company Options as of the Agreement Date, setting forth in each case the    
issue date of such Company Option, the number of shares of Company Common   
Stock subject to such Company Option, the exercise price and vesting        
schedule of such Company Option, and a description of any acceleration of   
such option which will be triggered by the Offer, the execution of this     
Agreement and the Company Ancillary Agreements or the Closing of the        
Merger.                                                                     

(iii) Except as set forth in this Section 4.1(c), at the close of       
business on the Agreement Date, no shares of capital stock, stock           
appreciation rights or other equity or voting securities of the Company     
were issued, reserved for issuance or outstanding. All outstanding shares   
of capital stock of the Company are, and all shares which may be issued     
will be, when issued, duly authorized, validly issued, fully paid and       
nonassessable and not subject to preemptive rights. Except for the          
$25,000,000 principal amount of Convertible Notes which are presently       
convertible into 1,180,359 shares of Company Common Stock at a conversion   
price of in excess of $20.00, there are no bonds, debentures, notes or      
other indebtedness of the Company having the right to vote (or convertible  
into, or exchangeable for, securities having the right to vote) on any      
matters on which stockholders of the Company may vote. Except as set forth  
in this Section 4.1(c), there are no outstanding securities, options,       
warrants, calls, rights, commitments, agreements, arrangements or           
undertakings of any kind to which the Company or any of its Subsidiaries is 
a party or by which any of them is bound obligating the Company or any of   
its Subsidiaries to issue, deliver or sell additional shares of capital     
stock or other equity or voting securities of the Company or of any of its  
Subsidiaries or obligating the Company or any of its Subsidiaries to issue, 
grant, extend or enter into any such security, option, warrant, call,       
right, commitment, agreement, arrangement or undertaking. As of the         
Agreement Date, there are no outstanding contractual obligations (i) of the 
Company or any of its Subsidiaries to repurchase, redeem or otherwise       
acquire any shares of capital stock or other equity securities of the       
Company or any of its Subsidiaries or (ii) of the Company to vote or to     
dispose of any shares of the capital stock of any of its Subsidiaries.      

(d) Authority. The Company has all the requisite corporate power and        
authority to enter into this Agreement and the Company Ancillary Agreements     
and, subject to, if required by law, approval of the Merger by an affirmative   
vote of the holders of a majority of the outstanding shares of the Company      
Common Stock (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the            
transactions contemplated by this Agreement and the Company Ancillary           
Agreements. The execution and delivery of this Agreement and the Company        
Ancillary Agreements by the Company and the consummation by the Company of the  
transactions contemplated hereby and thereby have been duly authorized by all   
necessary corporate action on the part of the Company (subject, in the case of  
the consummation of the Merger, to the Company Stockholder Approval if such     
approval is required by the DGCL). This Agreement and the Company Ancillary     
Agreements have each been duly executed and delivered by the Company and        
constitute valid and binding obligations of the Company, enforceable against    
the Company in accordance with their respective terms (except as enforcement    
hereof and thereof may be limited by (i) bankruptcy, insolvency,                
reorganization, moratorium and similar laws, both state and federal, affecting  
the enforcement of creditors' rights or remedies in general as from time to     
time in effect or (ii) the exercise by courts of equity powers).                

(e) Noncontravention. Except as set forth in the Company Disclosure         
Schedule, the execution and delivery of this Agreement and the Company          
Ancillary Agreements do not, and the consummation of the                        

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transactions contemplated hereby and thereby and compliance with the            
provisions of hereof and thereof will not, conflict with, or result in any      
violation of, or default (with or without notice or lapse of time or both)      
under, give rise to a right of termination, cancellation or acceleration of     
any obligation or to loss of a material benefit under, require the consent or   
approval of any party under, or result in the creation of any Lien upon any of  
the properties or assets of the Company or any of its Subsidiaries under (i)    
the certificate of incorporation or by-laws of the Company or the comparable    
charter or organizational documents of any of its Subsidiaries, (ii) any        
Company Material Agreement (as defined in Section 4.1(x)) or (iii) any          
governmental filings and other matters referred to in the following sentence,   
any judgment, order, decree, statute, law, ordinance, rule or regulation        
applicable to the Company or any of its Subsidiaries or their respective        
properties or assets, other than, in the case of clause (ii) or (iii), any      
such conflicts, violations, defaults, rights or Liens that individually or in   
the aggregate would not (x) have a Material Adverse Effect on the Company, (y)  
materially impair the ability of the Company to perform its obligations under   
this Agreement or any Company Ancillary Agreement or (z) prevent the            
consummation of any of the transactions contemplated by this Agreement and the  
Company Ancillary Agreements. No consent, approval, order or authorization of,  
or registration, declaration or filing with, any Federal, state or local        
government or any court, administrative or regulatory agency or commission or   
other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL    
ENTITY"), is required by or with respect to the Company or any of its           
Subsidiaries in connection with the execution and delivery of this Agreement    
and the Company Ancillary Agreements by the Company or the consummation by the  
Company of the transactions contemplated hereby and thereby, except for (1)     
the filing of a pre-merger notification and report form by the Company under    
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT"), (2)   
the filing with the SEC and the National Association of Securities Dealers,     
Inc. of (A) the Schedule 14D-9, (B) a proxy statement relating to the Company   
Stockholder Approval, if such approval is required by law (as amended or        
supplemented from time to time, the "PROXY STATEMENT"), and (C) such reports    
under Section 13(a) of the Exchange Act as may be required in connection with   
this Agreement and the Company Ancillary Agreements and the transactions        
contemplated hereby and thereby, (3) the filing of the Certificate of Merger    
with the Delaware Secretary of State and appropriate documents with the         
relevant authorities of other states in which the Company is qualified to do    
business and (4) such other consents, approvals, orders, authorizations,        
registrations, declarations and filings as would not individually or in the     
aggregate (A) have a Material Adverse Effect on the Company, (B) materially     
impair the ability of the Company to perform its obligations under this         
Agreement and the Company Ancillary Agreements or (C) prevent or have a         
material adverse effect on the ability of the parties to consummate any of the  
transactions contemplated by this Agreement and the Company Ancillary           
Agreements.                                                                     

(f) SEC Documents; Financial Statements.                                    

(i) The Company has filed in a timely manner all required reports,      
schedules, forms, statements and other documents with the SEC since October 
1, 1997. All such required reports, schedules, forms, statements and other  
documents filed by the Company with the SEC (including those that the       
Company may file subsequent to the date hereof) are referred to herein as   
the "SEC DOCUMENTS." As of their respective filing dates, the SEC Documents 
complied with the requirements of the Securities Act of 1933, as amended    
(the "SECURITIES ACT") or the Exchange Act, as the case may be, and the     
rules and regulations of the SEC promulgated thereunder applicable to such  
SEC Documents, and none of the SEC Documents contained any untrue statement 
of a material fact or omitted to state a material fact required to be       
stated therein or necessary in order to make the statements therein, in     
light of the circumstances under which they were made, not misleading. The  
Company does not have knowledge of any material fact or information         
concerning the Company and existing on the Agreement Date which is required 
to be made generally available to the public and which has not been, or     
will not prior to or concurrently with the commencement of the Offer be,    
made generally available to the public.                                     

(ii) The financial statements of the Company included in the SEC        
Documents, including those filed after the date hereof until the Closing,   
(A) are derived from and in accordance with the books and records of the    
Company and its Subsidiaries; (B) comply or will comply with applicable     
accounting requirements and the published rules and regulations of the SEC  
with respect thereto, (C) have been prepared or will be prepared in         
accordance with generally accepted accounting principles ("GAAP") (except,  
in the case of                                                              

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unaudited statements, with respect to footnote disclosure) applied on a     
basis consistent with prior periods (except as otherwise stated in the      
notes thereto) and (D) fairly present or will fairly present in all         
material respects the consolidated financial position of the Company and    
its consolidated Subsidiaries as of the dates thereof and the consolidated  
results of their operations and cash flows for the periods then ended       
(subject, in the case of unaudited statements, to normal recurring year-end 
audit adjustments). The quarterly financial statements included in the SEC  
Documents are prepared on a basis consistent with those employed in the     
audited financial statements of the Company included in the 1997 10-K.      

 (iii) Neither the Company nor any of its Subsidiaries has any liabilities
of any nature (whether accrued, absolute, contingent, determined,           
determinable or otherwise and whether due or to become due) which are,      
individually or in the aggregate, material to the business, results of      
operations or financial condition of the Company and its Subsidiaries taken 
as a whole, except liabilities (i) provided for in the consolidated balance 
sheet included in the Company's Form 10-Q for the quarter ended June 30,    
1998 (the "BALANCE SHEET"), (ii) disclosed in an SEC Document or the        
Disclosure Schedule, or (iii) incurred since June 30, 1998 (the "BALANCE    
SHEET DATE") in the ordinary course of business consistent with past        
practices. All reserves established by the Company and set forth in or      
reflected in the Balance Sheet are reasonably sufficient and were           
established in accordance with generally accepted accounting principles     
consistently applied. At the Balance Sheet Date, there were no material     
loss contingencies (as such term is used in Statement of Financial          
Accounting Standards No. 5 issued by the Financial Accounting Standards     
Board in March 1975) which are not adequately provided for in the Balance   
Sheet as required by said Statement No. 5. On the day preceding the         
Agreement Date, the Company has (i) total consolidated cash of at least     
$7,167,000 and (ii) indebtedness for borrowed money not in excess of        
$25,000,000 (in each case determined on a consolidated basis in accordance  
with GAAP on a basis consistent with the Balance Sheet).                    

(g) Information Supplied. None of (i) the information supplied or to be     
supplied by the Company specifically for inclusion or incorporation by          
reference in the Offer Documents, (ii) the Schedule 14D-9, (iii) the            
information to be filed by the Company in connection with the offer pursuant    
to Rule 14f-1 promulgated under the Exchange Act (the "INFORMATION STATEMENT")  
or (iv) the Proxy Statement, will, in the case of the Offer Documents, the      
Schedule 14D-9 and the Information Statement, at the respective times the       
Offer Documents, the Schedule 14D-9 and the Information Statement are filed     
with the SEC or first published, sent or given to the Company's stockholders,   
or, in the case of the Proxy Statement, at the time the Proxy Statement is      
first mailed to the Company's stockholders or at the time of the Stockholders   
Meeting (as defined in Section 6.1(a)), contain any untrue statement of a       
material fact or omit to state any material fact required to be stated therein  
or necessary in order to make the statements therein, in light of the           
circumstances under which they are made, not misleading. The Schedule 14D-9,    
the Information Statement and the Proxy Statement will comply as to form in     
all material respects with the requirements of the Exchange Act and the rules   
and regulations thereunder, except that no representation or warranty is made   
by the Company with respect to statements made or incorporated by reference     
therein based on information supplied by Parent or Sub in writing specifically  
for inclusion or incorporation by reference therein.                            

(h) Absence of Certain Changes or Events. Except as disclosed in the Company
Disclosure Schedule or in the SEC Documents filed and publicly available prior  
to the Agreement Date (the "FILED SEC DOCUMENTS"), since June 30, 1998 the      
Company and its Subsidiaries have conducted their respective business only in   
the ordinary course of business consistent with past practices, and up to the   
Agreement Date, there has not been with respect to the Company or any of its    
Subsidiaries any:                                                               

(i) Material Adverse Change;                                            

 (ii) amendment or change in the Certificate of Incorporation or Bylaws of
the Company;                                                                

(iii) purchase, license, sale, assignment or other disposition or       
transfer (or any agreement or other arrangement for the purchase, license,  
sale, assignment or other disposition or transfer), of any of the assets or 
properties of the Company or any of its Subsidiaries (including any         
Intellectual Property Rights), other than (a) non-exclusive licenses of any 
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in the ordinary course of the Company's business consistent with its past   
practices, (b) purchases and sales of assets (other than Intellectual       
Property Rights (as defined in Section 4.1(i)) in the ordinary course of    
business consistent with its past practices, and (c) purchases and sales of 
assets (other than Intellectual Property Rights) having a purchase price of 
less than $100,000 on an individual basis and less than $250,000 in         
aggregate;                                                                  

 (iv) damage, destruction or loss of any property or asset, whether or not
covered by insurance, having (or reasonably likely with the passage of time 
to have) a Material Adverse Effect on the Company;                          

(v) declaration, setting aside or payment of any dividend on, or the    
making of any other distribution in respect of, any shares of the capital   
stock of the Company, any split, combination or recapitalization of the     
capital stock of the Company or any direct or indirect redemption, purchase 
or other acquisition of any shares of the capital stock of the Company or   
any change in any rights, preferences, privileges or restrictions of any    
outstanding stock or other security of the Company;                         

(vi) obligation or liability incurred by the Company or any of its      
Subsidiaries to any of its officers or directors except for normal and      
customary compensation and expense allowances payable to officers in the    
ordinary course of the Company's business consistent with past practices;   

(vii) making by the Company or any of its Subsidiaries of any loan,     
advance or capital contribution to, or any investment in, any officer or    
director of the Company or, to the knowledge of the Company, any firm or    
business enterprise in which any such person had a direct or indirect       
material interest at the time of such loan, advance, capital contribution   
or investment;                                                              

(viii) material adverse development in any litigation described in any  
Filed SEC Document or in any litigation or proceeding required to be        
disclosed in Section 4.1(j) of the Company Disclosure Schedule;             

(ix) material increase in the volume or dollar amount of returns (or    
claims therefor) of any of the Company's products by distributors,          
customers, value added resellers, original equipment manufacturers or other 
resellers of such product, or any claims for price adjustments by any such  
parties with respect to any products of the Company that have been          
delivered to such party, or any reason to believe that any such increases   
or claims are likely;                                                       

(x) material change in the manner in which, or terms on which, the      
Company or any of its Subsidiaries extends discounts or credits or rights   
to return products or receive price adjustments to customers or             
distributors or otherwise deals with its customers or distributors;         

 (xi) change in accounting methods, principles or practices by the Company
(other than as required by GAAP) or any material revaluation of any of the  
assets of the Company or any of its Subsidiaries, or any material write-    
offs of accounts receivable or write-downs of the value of capitalized      
inventory not in the ordinary course of business consistent with past       
practices; or                                                               

(xii) license, transfer or grant of a right under any Company IP Rights 
(as defined in Section 4.1(i), other than non-exclusive licenses granted in 
the ordinary course of the Company's business consistent with its past      
practices.                                                                  

(i) Intellectual Property.                                                  

(i) The Company and its Subsidiaries own, or have the valid right or    
license to use, possess, sell or license, all Intellectual Property Rights  
(as defined below) necessary or required for the conduct of the business of 
the Company and its Subsidiaries as presently conducted, and such rights to 
use, possess, sell or license are sufficient for such conduct of such       
business, except as disclosed in Section 4.1(i) of the Company Disclosure   
Schedule (except that as to patents and trademarks, such representation is  
made only to the Company's knowledge). As used herein: (i) the term         
"INTELLECTUAL PROPERTY RIGHTS" means, collectively, all worldwide           
intellectual property rights, including, without limitation, patents,       
patent applications, patent rights, trademark rights, service mark rights,  
trademark and service mark registrations and applications therefor, trade   
dress rights, trade name rights, copyrights, copyright registrations and    

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applications therefor, mask work rights, mask work registrations and        
applications therefor, franchises, licenses and trade secrets, (ii) the     
term "COMPANY IP RIGHTS" means the Intellectual Property Rights that the    
Company or any of its Subsidiaries own or have the right or license to use, 
possess, sell or license and (iii) the term "COMPANY INTELLECTUAL PROPERTY" 
means all trademarks, service marks, inventions, trade secrets, know how,   
customer lists, supplier lists, proprietary processes and formulae,         
software source and object code, algorithms, architectures, structures,     
screen displays, layouts, inventions, development tools, designs,           
blueprints, specifications, technical drawings (or similar information in   
electronic format), and all documentation and media constituting,           
describing or relating to the above, including without limitation manuals,  
programmers' notes, memoranda and records used or owned by the Company.     

(ii) The execution, delivery and performance of this Agreement and the  
Company Ancillary Agreements and the consummation of the Offer, the Merger  
and the other transactions contemplated hereby and thereby will not         
constitute a material breach of or default under any instrument, contract,  
license or other agreement governing any Company IP Right or Company        
Intellectual Property, to which the Company or any of its Subsidiaries is a 
party that (i) is material to the Company or (ii) that materially affects   
any material Company IP Rights or Company Intellectual Property that is     
incorporated, embodied or used in the Company's ProComm or CleanSweep       
products, or licensing or assigning such rights to the Company or any of    
its Subsidiaries (collectively, the "COMPANY IP RIGHTS AGREEMENTS"), will   
not cause the forfeiture or termination of, or give rise to a right of      
forfeiture or termination of, any material Company IP Right or materially   
impair the right of the Company or any of its Subsidiaries or the Surviving 
Corporation to use, possess, sell or license any material Company IP Right  
or portion thereof. There are no royalties, honoraria, fees or other        
payments payable by the Company to any third person by reason of the        
ownership, use, possession, license, sale or disposition of any Company IP  
Rights or Company Intellectual Property by the Company or any of its        
Subsidiaries other than (i) as disclosed in Section 4.1(i) of the Company   
Disclosure Schedule and (ii) pursuant to agreements that did not require    
the payment in the fiscal year ended September 30, 1998 of more than        
$100,000 in the aggregate, and are not expected to require the payment in   
the fiscal year ended September 30, 1999 of more than $150,000 in the       
aggregate by the Company and its Subsidiaries.                              

(iii) Neither the development, manufacture, marketing, license, sale,   
furnishing or intended use of either the Company's ProComm or CleanSweep    
product or, to the Company's knowledge, any other product or service        
currently licensed, marketed, utilized, sold, provided or furnished by the  
Company or any of its Subsidiaries or currently under development by the    
Company or any of its Subsidiaries, violates any license or agreement       
between the Company (or any Subsidiary thereof) and any third party or, to  
the Company's knowledge, infringes any patent or trademark, or infringes or 
misappropriates any other Intellectual Property Right of any other party,   
except where the same could not reasonably be expected to have a Material   
Adverse Effect. Except as expressly disclosed in the Filed SEC Documents,   
there is, to the Company, no pending or, threatened claim or litigation     
contesting the validity, ownership or right of the Company or any of its    
Subsidiaries to use, possess, sell, license or dispose of any Company IP    
Right or Company Intellectual Property or any other Intellectual Property   
Rights used or embodied in either the Company's ProComm product or its      
CleanSweep product, or to the Company's knowledge, any other product        
marketed or licensed, or under development, by the Company or any of its    
Subsidiaries, nor, to the knowledge of the Company, is there any basis for  
any such claim, nor has the Company received any notice asserting that any  
Company IP Right or Company Intellectual Property or the proposed use,      
sale, license or disposition thereof, or of any other Intellectual Property 
Rights used or embodied in any product marketed or licensed, or under       
development, by the Company, conflicts or will conflict with the rights of  
any other party, nor, to the knowledge of the Company, is there any basis   
for any such assertion, in each case except where the same would not        
reasonably be expected to have a Material Adverse Effect.                   

 (iv) The Company has taken such measures as are customary and standard in
its industry to protect, preserve and maintain all the Company's (and its   
Subsidiaries') proprietary rights in the Company IP Rights and Company      
Intellectual Property. All officers, employees and consultants of the       
Company and any of its                                                      

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Subsidiaries who had access to proprietary information and who either (a)   
were first employed or engaged by the Company within the two year period    
ending on the Agreement Date or (b) were or are involved in the development 
of any aspect of the Company's CleanSweep or ProComm product, or any        
Company IP Rights or Company Intellectual Property that is incorporated,    
embodied or used therein, have executed and delivered to the Company or its 
predecessor in interest, or a Subsidiary of the Company, an agreement       
regarding the protection of such proprietary information and the assignment 
of inventions to the Company; and copies of the current standard form of    
such agreements have been provided to Parent's counsel. The Company or its  
predecessor in interest, or a Subsidiary of the Company, has secured valid  
written assignments or licenses from all consultants, employees and         
entities who the Company directly hired or engaged and were involved in, or 
who contributed to, the creation or development of any Company IP Rights,   
Company Intellectual Property or other Intellectual Property Rights that    
are incorporated, embodied or used in the Company's CleanSweep or ProComm   
products or any other material Company IP Rights or any Intellectual        
Property Rights, of the rights to such contributions that the Company does  
not already own by operation of law. No current or former employee,         
officer, director, consultant or independent contractor of the Company or   
any Subsidiary of the Company has any right, license, claim or interest     
whatsoever in or with respect to any material Company IP Rights or Company  
Intellectual Property.                                                      

 (v) Section 4.1(i) of the Company Disclosure Schedule contains a complete
list of all worldwide registrations of any patents with any governmental    
authority, and all patent applications, made or held by, or assigned to,    
the Company or any of its Subsidiaries. To the Company's knowledge, all     
patents and all material registered trademarks, service marks and           
copyrights held by the Company and its Subsidiaries are valid, enforceable  
and subsisting.                                                             

(vi) Section 4.1(i) of the Company Disclosure Schedule contains a       
complete list of: (A) all licenses, sublicenses and other agreements as to  
which the Company or any of its Subsidiaries is a party and pursuant to     
which any person is authorized to use any Company IP Rights or Company      
Intellectual Property (other than non-exclusive licenses granted in the     
ordinary course of business) and (B) all licenses, sublicenses and other    
agreements to which the Company or any of its Subsidiaries is a party and   
pursuant to which the Company or any of its Subsidiaries is authorized to   
use any third party Intellectual Property Rights, including software        
("THIRD PARTY IP RIGHTS") which would be infringed by, embody or are        
incorporated in, or form a part of, any product or service sold, licensed,  
distributed or marketed by the Company or any of its Subsidiaries, in each  
case other than (a) non-exclusive licenses in the ordinary course of        
business and (b) licenses of Third Party IP Rights to the Company or any of 
its Subsidiaries that are not material to any product currently being       
marketed or under development by the Company.                               

(vii) To the Company's knowledge, there is no material unauthorized use,
disclosure, infringement or misappropriation of any Company IP Rights or    
any Intellectual Property Right of the Company or any of its Subsidiaries   
by any third party, including any employee or former employee of the        
Company or any of its subsidiaries.                                         

(viii) Neither the Company nor any of its Subsidiaries, nor, to the     
knowledge of the Company, any other party acting on its or their behalf,    
has disclosed or delivered to any party, or permitted the disclosure or     
delivery to any escrow agent or other party, of any Company Source Code (as 
defined below). No event has occurred, and no circumstance or condition     
exists, that (with or without notice or lapse of time) will, or would       
reasonably be expected to, result in the disclosure or delivery to any      
party of any Company Source Code owned by the Company or, to the Company's  
knowledge, licensed to the Company except, in the case of such licensed     
Company Source Code, where such disclosure or delivery would not result in  
a breach of an obligation by the Company. Section 4.1(i) of the Company     
Disclosure Schedule identifies each contract, agreement and instrument      
(written or oral) pursuant to which the Company or any of its Subsidiaries  
has deposited, or is or may be required to deposit, with an escrow holder   
or any other party, any Company Source Code and further describes whether   
the execution of this Agreement or the Company Ancillary Agreements, the    
consummation of the Merger or any of the other transactions contemplated    
hereby or thereby, in and of themselves, would reasonably be expected to    
result in the release from escrow of any Company Source Code. As used in    
this Section 4.1(i), "COMPANY SOURCE CODE" means any                        

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source code, or any material proprietary or confidential portion of any     
source code, or any material algorithm contained in any source code, of any 
product marketed or licensed, or under development, by the Company or any   
of its Subsidiaries.                                                        

(ix) To the Company's knowledge, the Company's ProComm and CleanSweep   
products (as currently being distributed by the Company and its             
Subsidiaries) do not contain any defects or "bugs" that could reasonably be 
expected to lead to data loss or system failure on the part of end-users    
that use such product on the hardware and operating system platforms        
specified in the product specifications and documentation provided to end-  
users with such products.                                                   

(x) The Company's CleanSweep and ProComm products (as currently being   
distributed by the Company and its subsidiaries) are each Year 2000         
Compliant (as defined below), except as disclosed in Section 4.1(i) of the  
Company Disclosure Letter. "YEAR 2000 COMPLIANT" means, as applied to such  
products, that: (a) all dates received by the program require a century     
indicator and all dates produced by the program include a century           
indicator, (b) date calculations involving either a single century or       
multiple centuries neither cause an abnormal ending nor generate incorrect  
results, (c) when sorting by date, all records sort in accurate sequence,   
(d) the year 2000 is considered a leap year, (e) hard-coding in century     
fields and date fields has been removed, and (f) no date fields are used    
for other than date purposes. To the Company's knowledge, the Company and   
its Subsidiaries will not be required to incur any material expense to make 
any one or more of its products, or any software owned by it or licensed to 
it (and used by it), Year 2000 Complaint, or any material liability as a    
result of the failure of any of its products to be Year 2000 Compliant,     
except where the same could not reasonably be expected to have a Material   
Adverse Effect, and except for any expense incurred to correct items        
disclosed in Section 4.1(i) of the Company Disclosure Schedule.             

(j) Litigation. Except as disclosed in the Filed SEC Documents or the       
Company Disclosure Schedule, there is no suit, action, arbitration,             
proceeding, claim or investigation pending or, to the Company's knowledge,      
threatened against the Company or any of its Subsidiaries (or any of their      
respective officers, directors or employees in their capacity as such), that    
individually or in the aggregate, if determined or resolved adversely to the    
Company or such Subsidiary in accordance with the plaintiff's (or other         
adverse party's) demand, could reasonably be expected to (i) have a Material    
Adverse Effect on the Company, (ii) challenge or seek to enjoin or seek         
damages with respect to the Company's entering into and performing this         
Agreement and the Company Ancillary Agreements or impair the ability of the     
Company to perform its obligations under this Agreement and the Company         
Ancillary Agreements or (iii) prevent the consummation of any of the            
transactions contemplated by this Agreement and the Company Ancillary           
Agreements, nor is there any judgment, decree, injunction, rule or order of     
any Governmental Entity or arbitrator outstanding against the Company or any    
of its Subsidiaries having, or which is reasonably likely to have, any effect   
referred to in the foregoing clause (i), (ii) or (iii) above. A suit or action  
which has been filed with a state or local court outside of California but      
which has not been served upon an employee or director of the Company shall be  
deemed to have been threatened but not pending for purposes of this paragraph.  

(k) Employees, ERISA and Other Compliance.                                  

(i) A list of all employees and officers of the Company and its         
Subsidiaries as of the Agreement Date and their then-current compensation   
and title and/or job description is set forth in Section 4.1(k) of the      
Company Disclosure Schedule. The Company and its Subsidiaries do not have   
any employment contracts currently in effect that by their terms, may not   
be terminated at will without severance or other payment obligations in     
excess of those disclosed in Section 4.1(k) of the Company Disclosure       
Schedule (other than oral agreements, or agreements with persons that are   
not employed in the United States if both (i) such agreement is not with an 
officer of the Company and (ii) the Company does not have knowledge of such 
agreement). To the Company's knowledge, the Company and its Subsidiaries do 
not utilize the services of a material number of persons who should be but  
are not properly classified as employees for the purposes of federal and    
applicable state tax laws, laws applicable to employee benefits and other   
applicable law.                                                             

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 (ii) Neither the Company nor any of its Subsidiaries: (i) now is, nor has
ever been, subject to a union organizing effort; (ii) is subject to any     
collective bargaining agreement with respect to any of its employees; (iii) 
is subject to any other contract, written or oral, with any trade or labor  
union, employees' association or similar organization or (iv) has any       
current labor disputes. There are no controversies pending or, to the       
knowledge of the Company or any of its Subsidiaries, threatened, between    
the Company or any of its Subsidiaries (on the one hand) and any of their   
respective employees (on the other hand), which controversies have or could 
reasonably be expected to have a Material Adverse Effect. To the Company's  
knowledge, all of the employees of the Company and its Subsidiaries that    
are employed by the Company or any of its Subsidiaries in the United States 
of America are legally permitted to be employed by the Company or its       
Subsidiaries in the United States of America.                               

(iii) Section 4.1(k) of the Company Disclosure Schedule lists each      
"employee benefit plan" as defined in Section 3(3) of the Employee          
Retirement Income Security Act of 1974, as amended ("ERISA"); and each plan 
or arrangement providing for insurance coverage (including any self-insured 
arrangements), workers' benefits, vacation benefits, severance benefits,    
disability benefits, death benefits, hospitalization benefits, retirement   
benefits, deferred compensation, profit-sharing, bonuses, stock options,    
stock purchase, phantom stock, stock appreciation or other forms of         
incentive compensation or post-retirement insurance, compensation or        
benefits for employees, consultants or directors which is entered into,     
maintained or contributed to by the Company or any of its Subsidiaries and  
covers any employee or former employee of the Company or any of its         
Subsidiaries. Such contracts, plans and arrangements as are described in    
this Section 4.1(k) are hereinafter collectively referred to as "COMPANY    
BENEFIT ARRANGEMENTS." Each Company Benefit Arrangement has been maintained 
in compliance in all material respects with its terms and with the          
requirements prescribed by any and all statutes, orders, rules and          
regulations that are applicable to such Company Benefit Arrangement, and    
each such Company Benefit Arrangement that is an "employee pension benefit  
plan" as defined in Section 3(2) of ERISA which is intended to qualify      
under Section 401(a) of the Code has received a favorable determination     
letter that such plan satisfied the requirements of the Internal Revenue    
Code of 1986, as amended (the "CODE") (a copy of which letter(s), if any,   
have been provided to Parent and its counsel). The Company has provided to  
Parent or its counsel a correct copy and description of each Company        
Benefit Arrangement. The Company has never been a participant in any        
"prohibited transaction", within the meaning of Section 406 of ERISA with   
respect to any employee pension benefit plan (as defined in Section 3(2) of 
ERISA) which the Company sponsors as employer or in which Company           
participates as an employer, which was not otherwise exempt pursuant to     
Section 408 of ERISA (including any individual exemption granted under      
Section 408(a) of ERISA), or which could result in an excise tax under the  
Code. All contributions due from the Company or any of its Subsidiaries as  
of the Balance Sheet Date with respect to any of the Company Benefit        
Arrangements have been made or have been accrued on the Balance Sheet and   
no further contributions will be due or will have accrued thereunder as of  
the Closing Date other than amounts consistent with the amounts paid or     
accrued in the periods reflected on the Company Financial Statements.       

(iv) The group health plans (as defined in Section 4980B(g) of the Code)
that benefit employees of the Company and its Subsidiaries are in           
compliance, in all material respects, with the continuation coverage        
requirements of Section 4980B of the Code as such requirements affect the   
Company and its employees. As of the Closing Date, there will be no         
material outstanding, uncorrected violations under the Consolidation        
Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), with       
respect to any of the Company Benefit Arrangements, covered employees, or   
qualified beneficiaries that could result in a Material Adverse Effect on   
the Company, or in a Material Adverse Effect on Parent after the Effective  
Time.                                                                       

(v) No benefit payable or which may become payable by the Company       
pursuant to any Company Benefit Arrangement or as a result of or arising    
under this Agreement, the Company Ancillary Agreements or the Agreement of  
Merger will constitute an "excess parachute payment" (as defined in         
Section 280G(b)(1) of the Code) which is subject to the imposition of an    
excise tax under Section 4999 of the Code or which would not be deductible  
by reason of Section 280G of the Code. Except as disclosed in Section       
4.1(k) of the Company Disclosure Schedule, neither the Company nor any of   
its Subsidiaries is a                                                       

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party to any: (a) agreement with any executive officer or other key         
employee thereof, (i) the benefits of which are contingent, or the terms of 
which are materially altered, upon the occurrence of a transaction          
involving the Company in the nature of the Offer or the Merger or any of    
the other transactions contemplated by this Agreement or any Company        
Ancillary Agreement or (ii) providing severance benefits or other benefits  
after the termination of employment of such employee regardless of the      
reason for such termination of employment; or (b) agreement or plan,        
including, without limitation, any stock option plan, stock appreciation    
rights plan or stock purchase plan, any of the benefits of which will be    
increased, or the vesting of benefits of which will be accelerated, by the  
occurrence or consummation of the Offer or the Merger or any of the other   
transactions contemplated by this Agreement or any Company Ancillary        
Agreement, or the value of any of the benefits of which will be calculated  
on the basis of any of the transactions contemplated by this Agreement or   
any Company Ancillary Agreement. All outstanding Company Options will       
terminate at the Effective Time.                                            

(vi) To the Company's knowledge, no employee, consultant or independent 
contractor of the Company or any Subsidiary: (a) is in material violation   
of any term or covenant of any employment contract, patent disclosure       
agreement, noncompetition agreement or any other contract or agreement      
with, or obligation to, any other party by virtue of such employee's,       
consultant's, or independent contractor's being employed by, or performing  
services for, the Company or such Subsidiary or using trade secrets or      
proprietary information of others, or that would be likely to have a        
Material Adverse Effect; or (b) has developed any technology, software or   
other copyrightable, patentable, or otherwise proprietary work for the      
Company or any of its Subsidiaries that is subject to any agreement under   
which such employee, consultant or independent contractor has assigned or   
otherwise granted to any third party any rights (including without          
limitation Intellectual Property Rights) in such technology, software or    
other copyrightable, patentable or otherwise proprietary work. To the       
Company's knowledge, the employment of any employee of the Company or any   
of its Subsidiaries does not subject the Company or any such Subsidiary to  
any liability to any third party.                                           

(vii) Except as set forth in Section 4.1(l) of the Company Disclosure   
Schedule, (a) the Company and its Subsidiaries are operating and have       
operated the business in compliance in all material respects with all       
applicable laws relating to the business respecting employment and          
employment practices; (b) no Governmental Entity has given the Company or   
any of its Subsidiaries written notice regarding any pending charge, audit, 
claim, complaint, investigation or review by or before any Governmental     
Entity concerning or requesting in writing to explain any possible          
conflicts with or violations of any such laws by the Company or such        
Subsidiary, nor, to the knowledge of the Company, is any such investigation 
threatened or pending; (c) the Company and its Subsidiaries are not         
delinquent in payments to any employees for any material wages, salaries,   
commissions, bonuses or other compensation for any services performed by    
them relating to the business or amounts required to be reimbursed to such  
employees.                                                                  

(m) Taxes.                                                                  

(i) The Company and each of its Subsidiaries have timely filed all      
federal, state, local and foreign tax returns required to be filed by it,   
has timely paid all taxes required to be paid by it in respect of all       
periods for which returns have been filed, has established an adequate      
accrual or reserve for the payment of all taxes payable in respect of the   
periods subsequent to the periods covered by the most recent applicable tax 
returns (which accrual or reserve as of the Balance Sheet Date is fully     
reflected on the Balance Sheet), has made all necessary estimated tax       
payments, and has no material liability for taxes in excess of the amount   
so paid or accruals or reserves so established. Except as disclosed in      
Section 4.1(m) of the Company Disclosure Schedule, neither the Company nor  
any of its Subsidiaries is delinquent in the payment of any tax or in the   
filing of any tax returns, and no deficiencies for any tax of the Company   
or any of its Subsidiaries have been claimed or assessed (or, to the        
Company's knowledge, threatened or proposed) against the Company or any of  
its Subsidiaries or any of their respective officers, employees or agents   
in their capacity as such that remain outstanding. Except as disclosed in   
Section 4.1(m) of the Company Disclosure Schedule, neither the Company nor  
any of its Subsidiaries has received any notification that any material     
issues have been raised by (and are currently pending before) the Internal  
Revenue Service or any other taxing authority (including but not limited to 
any sales or use tax authority) regarding the Company or any of its         

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Subsidiaries, and no tax return of the Company or any of its Subsidiaries   
has been audited for any taxable period beginning on or after October 1,    
1993 by the Internal Revenue Service or any foreign, state or local taxing  
agency or authority other than audits which have been completed and         
resolved without the assessment of any material taxes or penalties against  
the Company or any of its Subsidiaries. Except as disclosed in Section      
4.1(m) of the Company Disclosure Schedule, neither the Company nor any of   
its Subsidiaries is a party to any agreement waiving or extending any       
statute of limitations with respect to any taxes. No Liens have been filed  
against any assets of the Company or any of its Subsidiaries with regard to 
any tax. The Company and its Subsidiaries have each withheld with respect   
to each of its employees and independent contractors all taxes, including   
but not limited to federal and state income taxes, FICA, Medicare, FUTA and 
other taxes, required to be withheld, and paid (or will pay) such withheld  
amounts to the appropriate tax authority within the time prescribed by law. 

 (ii) The Company has made available to Parent true and complete copies of
all tax returns, including foreign, federal and state income or franchise   
tax returns and state sales and use tax returns with respect to the Company 
or any of its Subsidiaries or any of their respective assets or operations, 
for all periods since (or beginning on) October 1, 1994.                    

(iii) For the purposes of this Section 4.1(m), (a) the terms "TAX" and  
"TAXES" include all federal, state, local and foreign income, alternative   
or add-on minimum income, gains, franchise, excise, property, property      
transfer, sales, use, employment, license, payroll, ad valorem, payroll,    
documentary, stamp, occupation, recording, value added or transfer taxes,   
and other governmental charges, fees, customs duties, levies or assessments 
of a nature similar to taxes (whether payable directly or by withholding)   
and, with respect to any such taxes, any estimated tax, interest, fines and 
penalties or additions to tax and interest on such fines, penalties and     
additions to tax and (b) the term "RETURNS" shall mean all reports,         
estimates, declarations of estimated tax, information statements and        
returns relating to, or required to be filed with connection with, any      
taxes, including information returns or reports with respect to backup      
withholding and other payments to third parties.                            

(n) Compliance with Laws. The Company and each of its Subsidiaries has      
complied, and is and will be in compliance, in all material respects with all   
applicable federal, state, local or foreign laws, ordinances, regulations, and  
rules, and all orders, writs, injunctions, awards, judgments, and decrees       
applicable to it or to its assets, properties, and business. The Company and    
each of its Subsidiaries of the Company holds all permits, licenses and         
approvals from, and has made all filings with, government agencies and          
authorities, that are necessary in connection with its present business         
("GOVERNMENTAL PERMITS") and all such Governmental Permits are in full force    
and effect, except where the failure to hold any such Governmental Permit or    
make such filings has not had, and could not reasonably be expected to have, a  
Material Adverse Effect on the Company. The Company is in compliance in all     
material respects with the terms of such Governmental Permits. Neither the      
Company nor any of its Subsidiaries has received any notice or other            
communication from any Governmental Entity regarding (a) any actual or          
possible violation of law or any Governmental Permit or any failure to comply   
with any term or requirement of any Governmental Permit, or any investigation   
or audit (or proposed investigation or audit relating thereto) or (b) any       
actual or possible revocation, withdrawal, suspension, cancellation,            
termination or modification of any Governmental Permit. Neither the Company     
nor any of its Subsidiaries, nor any director, officer, agent or employee of    
the Company and/or any of its Subsidiaries, has, for or on behalf of the        
Company or any of its Subsidiaries, (i) used any funds for unlawful             
contributions, gifts, entertainment or other unlawful expenses relating to      
political activity, (ii) made any unlawful payment to foreign or domestic       
government officials or employees or to foreign or domestic political parties   
or campaigns or violated any provision of the Foreign Corrupt Practices Act of  
1977, as amended, or (iii) made any other unlawful payment.                     

(o) Certain Transactions and Agreements. Except as disclosed in Section     
4.1(o) of the Company Disclosure Schedule, to the knowledge of the Company,     
(i) none of the officers or directors of the Company, nor any member of their   
immediate families, is directly or indirectly a party to, or otherwise          
interested in, any contract or informal arrangement with the Company or any of  
its Subsidiaries that is or would be required to be disclosed in an annual      
report on Form 10-K or in a proxy statement relating to a meeting of            
stockholders at                                                                 

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which directors were to be elected, except for normal compensation for          
services as an officer or director thereof that have been disclosed in the      
1997 10-K (or the proxy statement incorporated by reference therein) and        
except for option agreements related to Company Options granted to such         
persons and disclosed in Section 4.1(c) of the Company Disclosure Schedule;     
and (ii) none of such officers or directors or family members has any interest  
in any property, real or personal, tangible or intangible (including but not    
limited to any the Company IP Rights or any other Intellectual Property         
Rights) that is used in or that pertains to the business of the Company,        
except for the normal rights of a stockholder.                                  

(p) Books and Records.                                                      

(i) The books, records and accounts of the Company and its Subsidiaries 
(a) are in all material respects true, complete and correct, (b) have been  
maintained in accordance with good business practices on a basis consistent 
with prior years, (c) are stated in reasonable detail and accurately and    
fairly reflect the transactions and dispositions of the assets of the       
Company and its Subsidiaries, and (d) accurately and fairly reflect the     
basis for the Company Financial Statements.                                 

(ii) The Company has devised and maintains a system of internal         
accounting controls sufficient to provide reasonable assurances that: (a)   
transactions are executed in accordance with management's general or        
specific authorization; (b) transactions are recorded as necessary (i) to   
permit preparation of financial statements in conformity with generally     
accepted accounting principles or any other criteria applicable to such     
statements and (ii) to maintain accountability for assets and (c) the       
amount recorded for assets on the books and records of the Company is       
compared with the existing assets at reasonable intervals and appropriate   
action is taken with respect to any differences.                            

(q) Insurance. During the two years prior to the Agreement Date, the Company
and its Subsidiaries have maintained, and now maintain, policies of insurance   
and bonds of the type and in amounts that the Company reasonably believes to    
be adequate for its business. Except as disclosed in Section 4.1(q) of the      
Company Disclosure Schedule, there is no material claim pending under any of    
such policies or bonds as to which coverage has been questioned, denied or      
disputed by the underwriters of such policies or bonds. All premiums due and    
payable under all such policies and bonds have been paid and the Company and    
its Subsidiaries are otherwise in compliance in all material respects with the  
terms of such policies and bonds.                                               

(r) Environmental Matters.                                                  

(i) The Company and its Subsidiaries are in compliance in all material  
respects with all applicable Environmental Laws (as defined below), which   
compliance includes the possession by the Company and its Subsidiaries of   
all permits and other governmental authorizations required under applicable 
Environmental Laws, and compliance with the terms and conditions thereof.   
As of the Agreement Date, neither the Company nor any of its Subsidiaries   
has received any notice or other communication (in writing or otherwise)    
from a Governmental Entity that alleges that the Company or any of its      
Subsidiaries is not in compliance with any Environmental Law. To the        
Company's Knowledge, no Materials of Environmental Concern (as defined      
below) are located in, on or about, or in the subsoil or groundwater of,    
any property owned, leased, occupied, operated, or controlled by the        
Company or any Subsidiary or any improvements situated thereon in violation 
of any Environmental Law.                                                   

(ii) For purposes of this Section 4.1(r): (i) "ENVIRONMENTAL LAW" means 
any federal, state, local or foreign statute, law regulation or other legal 
requirement relating to pollution or protection of human health or the      
environment (including ambient air, surface water, ground water, land       
surface or subsurface strata), including any law or regulation relating to  
emissions, discharges, releases or threatened releases of Materials of      
Environmental Concern, or otherwise relating to the manufacture,            
processing, distribution, use, treatment, storage, disposal, transport or   
handling of Materials of Environmental Concern; and (ii) "MATERIAL OF       
ENVIRONMENTAL CONCERN" means chemicals, pollutants, contaminants, wastes,   
toxic substances, petroleum and petroleum products and any other substance  
that is currently regulated by an Environmental Law or that is otherwise a  
danger to health, reproduction or the environment.                          

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(s) Accounts Receivable. As of the Balance Sheet Date, and in each case     
subject to any reserves set forth in the Balance Sheet, the accounts            
receivable shown on the Balance Sheet represented bona fide claims against      
debtors for sales and other charges, and were not subject to any right of       
offset or to any discount except for normal cash and immaterial trade           
discounts.                                                                      

(t) Stockholder Agreements. All of the directors and executive officers of  
the Company have agreed in writing to tender their shares of Company Common     
Stock in the Offer pursuant to Stockholder Agreements in the form attached      
hereto as Exhibit C.                                                            

(u) State Takeover Statutes. The Board of Directors of the Company has      
approved this Agreement, the Company Ancillary Agreements, the Offer and the    
Merger and such approval is sufficient to render the provisions of Section 203  
of the DGCL inapplicable to the Offer, the Merger and the transactions          
contemplated by this Agreement and the Company Ancillary Agreements. To the     
Company's knowledge, no other state takeover statute or similar statute or      
regulation applies or purports to apply to this Agreement, the Company          
Ancillary Agreements, the Offer or the Merger, or any of the transactions       
contemplated by this Agreement and the Company Ancillary Agreements. The        
Company is not subject to any provision of the California General Corporation   
Law by operation of Section 2115 thereof.                                       

(v) Brokers; Schedule of Fees and Expenses. No broker, investment banker,   
financial advisor or other person is entitled to any broker's, finder's,        
financial advisor's or other similar fee or commission, nor to any fee that is  
contingent on closing of the transactions contemplated hereby or that is based  
on a percentage of the transaction value, in connection with the transactions   
contemplated by this Agreement and the Company Ancillary Agreements based upon  
arrangements made by or on behalf of the Company, other than the fees payable   
to Broadview Associates LLC and Software Syndicate, Inc. upon the Effective     
Time, the amounts of which are set forth on Section 4.1(v) of the Company       
Disclosure Schedule, which will be paid by the Company.                         

(w) Opinion of Financial Advisor. The Company has received the opinion of   
Broadview Associates LLC, dated the Agreement Date, to the effect that, as of   
such date, the consideration to be received in the Offer and the Merger by the  
Company's stockholders is fair to the Company's stockholders from a financial   
point of view, and a signed copy of such opinion will promptly be delivered to  
Parent.                                                                         

(x) Contracts and Commitments. Section 4.1(x) of the Company Disclosure     
Schedule sets forth a list of each of the following written or oral contracts,  
agreements, commitments or other instruments to which the Company or any of     
its Subsidiaries is a party or to which the Company or any of its Subsidiaries  
or any of their respective assets or properties is bound:                       

(i) any distributor, OEM (Original Equipment Manufacturer), VAR (Value  
Added Reseller), sales representative or similar agreement under which any  
third party is authorized to sell, sublicense, lease, distribute, market or 
take orders for, any product or technology of the Company or any of its     
Subsidiaries or marketed by the Company or any of its Subsidiaries, in each 
case that is material or of which the Company has knowledge (other than     
non-exclusive agreements that are terminable by the Company on not more     
than thirty (30) days notice without cost or liability);                    

(ii) any joint venture or partnership contract or agreement or other    
agreement which has involved or is reasonably expected to involve a sharing 
of profits or losses with any other party;                                  

(iii) any agreement of which the Company has knowledge with any         
independent contractor or consultant involved in the development of the     
Company's CleanSweep product or ProComm product (or any material feature or 
component thereof or any material Company IP Rights or Company Intellectual 
Property incorporated, embodied or used therein), by or for the Company or  
any of its Subsidiaries;                                                    

(iv) any indenture, mortgage, trust deed, promissory note, loan         
agreement, security agreement, guarantee or other agreement or commitment   
for the borrowing of money, for a line of credit or for a leasing           
transaction of a type required to be capitalized in accordance with         
Statement of Financial Accounting Standards No. 13 of the Financial         
Accounting Standards Board;                                                 

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(v) any lease or other agreement under which the Company or any of its  
Subsidiaries is lessee of or holds or operates any items of tangible        
personal property or real property owned by any third party and under which 
payments to such third party exceed $100,000 per annum;                     

(vi) any agreement or arrangement for the sale or disposition of any    
assets, properties, services or rights by the Company or any of its         
Subsidiaries having a value in excess of $100,000, other than in the        
ordinary course of the Company's business consistent with its past          
practices;                                                                  

 (vii) any agreement that restricts or prohibits the Company or any of its
Subsidiaries from freely engaging in any aspect of its business, from       
participating or competing in any line of business or that restricts the    
Company or any of its Subsidiaries from engaging in any business in any     
geographic area or grants any exclusive licenses to any Intellectual        
Property Rights or which, to the Company's knowledge, grants most favored   
customer pricing;                                                           

(viii) any Company IP Rights Agreements (as defined in Section 4.1(i)); 

(ix) any agreement relating to the sale, issuance, grant, exercise,     
award, purchase, repurchase or redemption of any shares of capital stock or 
other securities of the Company or any options, warrants or other rights to 
purchase or otherwise acquire any such shares of stock, other securities or 
options, warrants or other rights therefor;                                 

(x) any employment or severance agreement required to be disclosed in   
Section 4.1(k) of the Company Disclosure Schedule, and any agreement or     
plan, including, without limitation, any stock option plan, stock           
appreciation right plan or stock purchase plan, any of the benefits of      
which will be increased, or the vesting of benefits of which will be        
accelerated, by the occurrence of the Offer, the Merger, the execution of   
License Agreement or any of the other transactions contemplated by this     
Agreement or any Company Ancillary Agreement or the value of any of the     
benefits of which will be calculated on the basis of the Offer, the Merger, 
the License Agreement or any of the other transactions contemplated by this 
Agreement;                                                                  

(xi) any contract with or commitment to any labor union; or             

(xii) any contract or arrangement under which the Company or any of its 
Subsidiaries has made any commitment to develop any new technology, to      
deliver any software currently under development or to enhance or customize 
any software (other than agreements to deliver updates or upgrades on terms 
and conditions described in Section 4.1(x) of the Company Disclosure        
Schedule);                                                                  

A copy of each agreement or document required by this Section to be listed  
on Section 4.1(x) of the Company Disclosure Schedule (such agreements and       
documents being hereinafter collectively referred to as the "COMPANY MATERIAL   
AGREEMENTS") has been provided to Parent.                                       

(y) No Default. Except as disclosed in Section 4.1(y) of the Company        
Disclosure Schedule, no event has occurred, and no circumstance or condition    
exists, that (with or without notice or lapse of time) does or will, or would   
reasonably be expected to, (i) represent, constitute or result in a violation   
or breach by the Company or any of its Subsidiaries or, to the Company's        
knowledge, any other party, of any of the provisions of any Company Material    
Agreement, or (ii) give any third party (A) the right to declare a default or   
exercise any remedy under any Company Material Agreement, (B) the right to a    
rebate, chargeback, damages or penalty, or material increase in rent or other   
payments, under any Company Material Agreement, (C) the right to accelerate     
the maturity or performance of any obligation of the Company or any of its      
Subsidiaries under any Company Material Agreement, or (D) the right to cancel,  
terminate or modify any Company Material Agreement, except in each such case    
for violations, breaches, defaults, acceleration rights, termination rights     
and other rights that in the aggregate have not had, and could not reasonably   
be expected to have, a Material Adverse Effect on the Company. Since September  
30, 1997 and prior to the Agreement Date, neither the Company nor any           
Subsidiary of the Company has received any communication or notice from any     
other party to any Company Material Agreement regarding any actual or claimed   
material violation or material breach of, or default under, such Company        
Material Agreement or communication or notice by such party of problems of a    
material nature with the Company's products, services or performance under      
such Company Material Agreement or its desire to                                

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amend, relinquish, terminate or not renew any such Company Material Agreement,  
in each case which would have a Material Adverse Effect.                        

(z) Title to Properties.                                                    

(i) The Company and each of its Subsidiaries has good and marketable    
title to, or valid leasehold interests in, all its material properties and  
assets except for such as are no longer used or useful in the conduct of    
its businesses or as have been disposed of in the ordinary course of        
business and except for defects in title, easements, restrictive covenants  
and similar encumbrances or impediments that individually or in the         
aggregate would not materially interfere with its ability to conduct its    
business as currently conducted. All such material properties and assets,   
other than properties and assets in which the Company or any of its         
Subsidiaries has leasehold interests, are free and clear of all Liens,      
except for (a) Liens that individually or in the aggregate would not        
materially interfere with the ability of the Company and its Subsidiaries   
to conduct business as currently conducted and (b) Liens disclosed in the   
Company SEC Documents or the Company Disclosure Schedule.                   

(ii) The Company and each of its Subsidiaries has complied in all       
material respects with the terms of all material leases to which it is a    
party and under which it is in occupancy, and all such leases are in full   
force and effect. The Company and each of its Subsidiaries enjoys peaceful  
and undisturbed possession under all such material leases.                  

(aa) Board Approval. The Board of Directors of the Company has      
unanimously and without qualification (i) authorized and approved this  
Agreement, all Company Ancillary Agreements, the Offer and the Merger,  
(ii) recommended that the Company's stockholders tender their shares in 
the Offer, and (iii) determined that such agreements, the Offer and the 
Merger are fair to and in the best interests of the Company's           
stockholders and are on terms that are fair to such stockholders.       

(ab) No Existing Discussions. Neither the Company, nor any director 
or officer of the Company, nor any other person acting on behalf of the 
Company, is engaged, directly or indirectly, in any discussions or      
negotiations with any third party relating to any takeover proposal (as 
defined in Section 5.2).                                                

(ac) Preferred Share Rights Agreement. The Company's Board of       
Directors has duly authorized and approved an amendment as provided in  
this Section 4.1(ac) (THE "RIGHTS AMENDMENT") to that certain Preferred 
Share Rights Agreement between the Company and American Stock Transfer  
& Trust (the "RIGHTS AGENT") dated as of August 11, 1992, as amended    
(the "RIGHTS AGREEMENT") to: (i) exclude Parent and Sub and their       
respective Affiliates and Associates (as such terms are defined under   
the Rights Agreement) from the definition of "Acquiring Person" in the  
Rights Agreement, with respect to the beneficial ownership of shares of 
the Company Common Stock which Parent, Sub and/or any of their          
respective Affiliates and Associates have hereby obtained the right to  
acquire, or will acquire, as a result of the transactions contemplated  
by this Agreement or any of the Company Ancillary Agreements, including 
but not limited to the Offer or the Merger, or any other agreement or   
transaction involving Parent, Sub and/or any of their respective        
Affiliates and Associates that has been approved by the Board of        
Directors of the Company prior to such acquisition, (ii) provide that   
no Distribution Date (as such term is defined under the Rights          
Agreement) shall result from the Offer, including without limitation,   
in connection with any announcement of the Offer, the commencement of   
the Offer, the acquisition by Parent of any amount of Company Common    
Stock or Company Preferred Stock pursuant to the Offer, or the          
consummation of the Merger, and (iii) provide for the expiration of the 
Rights Agreement upon the Effective Time. The Rights Amendment has been 
duly executed and delivered by the Company and the Rights Agent, and is 
in full force and effect. The Company's Board of Directors has          
determined that the terms of the Offer and of the Merger as well as the 
transactions contemplated hereby and thereby meets the criteria         
specified in the Rights Agreement for a Permitted Offer (as such term   
is defined under the Rights Agreement).                                 

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4.2 Representations and Warranties of Parent and Sub. Parent and Sub        
represent and warrant to the Company as follows:                                

(a) Organization, Standing and Corporate Power. Each of Parent and Sub is a 
corporation duly organized, validly existing and in good standing under the     
laws of the State of Delaware and has the requisite corporate power and         
authority to carry on its business as now being conducted. Each of Parent and   
Sub is duly qualified or licensed to do business and is in good standing in     
each jurisdiction in which the nature of its business or the ownership or       
leasing of its properties makes such qualification or licensing necessary,      
other than in such jurisdictions where the failure to be so qualified or        
licensed individually or in the aggregate would not have a material adverse     
effect on Parent.                                                               

(b) Authority. Parent and Sub have all the requisite corporate power and    
authority to enter into this Agreement and the Parent Ancillary Agreements and  
to consummate the transactions contemplated by this Agreement and the Parent    
Ancillary Agreements. The execution and delivery of this Agreement and the      
Parent Ancillary Agreements by the Parent and Sub and the consummation by the   
Parent and Sub of the transactions contemplated by hereby and thereby have      
been duly authorized by all necessary corporate action on the part of the       
Parent and Sub. This Agreement and the Parent Ancillary Agreements have been    
duly executed and delivered by the Parent and the Sub and constitute valid and  
binding obligations of the Parent and the Sub (as applicable), enforceable      
against the Parent and the Sub (as applicable) in accordance with their terms   
(except as enforcement hereof may be limited by (i) bankruptcy, insolvency,     
reorganization, moratorium and similar laws, both state and federal, affecting  
the enforcement of creditors' rights or remedies in general as from time to     
time in effect or (ii) the exercise by courts of equity powers).                

(c) Noncontravention. The execution and delivery of this Agreement and the  
Parent Ancillary Agreements do not, and the consummation of the transactions    
contemplated hereby and thereby and compliance with the provisions of hereof    
and thereof will not, conflict with or result in a violation of or default      
(with or without notice or lapse of time or both) under (i) the certificate of  
incorporation or by-laws of Parent or Sub, (ii) any instrument, agreement or    
contract to which Parent or Sub is a party or by which either of them is bound  
that has been or is required to have been, filed by the Parent with the SEC as  
an exhibit (whether incorporated by reference of filed separately) to the       
Parent's annual report on Form 10-K for its fiscal year ended April 3, 1998 or  
in any other document filed by Parent with the SEC under the 1993 Act or the    
Exchange Act after April 3, 1998 and prior to the Agreement Date (the "PARENT   
SEC DOCUMENTS"), or (iii) any governmental filings and other matters referred   
to in the following sentence, any judgment, order, decree, statute, law,        
ordinance, rule or regulation applicable to Parent or Sub or their respective   
properties or assets, other than, in the case of clause (ii) or (iii), any      
such conflicts, violations, defaults, rights or Liens that individually or in   
the aggregate would not (x) have a Material Adverse Effect on Parent or Sub,    
(y) materially impair the ability of Parent or Sub to perform its obligations   
under this Agreement and the Parent Ancillary Agreements or (z) prevent the     
consummation of any of the transactions contemplated by this Agreement and the  
Parent Ancillary Agreements. No consent, approval, order or authorization of,   
or registration, declaration or filing with, any Governmental Entity is         
required by or with respect to Parent or Sub in connection with its execution   
and delivery of this Agreement and the Parent Ancillary Agreements or the       
consummation of the transactions contemplated by hereby and thereby, except     
for (1) the filing of a pre-merger notification and report form by the Company  
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR        
ACT"), (2) the filing with the SEC and the National Association of Securities   
Dealers, Inc. of (A) the Schedule 14D-1 and (B) such reports under Section      
13(a) and 16(a) of the Exchange Act of the Exchange Act as may be required in   
connection with this Agreement and the Parent Ancillary Agreements and the      
transactions contemplated hereby and thereby and (3) the filing of the          
Certificate of Merger with the Delaware Secretary of State and appropriate      
documents with the relevant authorities of other states in which the Company    
is qualified to do business.                                                    

(d) Information Supplied. None of (i) the Offer Documents or (ii) the       
information supplied or to be supplied by Parent or Sub specifically for        
inclusion or incorporation by reference in the Schedule 14D-9, the Information  
Statement or the Proxy Statement will, in the case of the Offer Documents, the  
Schedule 14D-9 and the Information Statement, at the respective times the       
Offer Documents, the Schedule 14D-9 and the Information                         

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Statement are filed with the SEC or first published, sent or given to the       
Company's stockholders, or, in the case of the Proxy Statement, at the date     
the Proxy Statement is first mailed to the Company's stockholders or at the     
time of the Stockholders Meeting, contain any untrue statement of a material    
fact or omit to state any material fact required to be stated therein or        
necessary in order to make the statements therein, in light of the              
circumstances under which they are made, not misleading. The Offer Documents    
will comply as to form in all material respects with the requirements of the    
Exchange Act and the rules and regulations promulgated thereunder, except that  
no representation or warranty is made by Parent or Sub with respect to          
statements made or incorporated by reference therein based on information       
supplied by the Company in writing specifically for inclusion or incorporation  
by reference therein.                                                           

(e) Brokers. No broker, investment banker, financial advisor or other person
is entitled to any broker's, finder's, financial advisor's or other similar     
fee or commission in connection with the transactions contemplated by this      
Agreement and the Parent Ancillary Agreements based upon arrangements made by   
or on behalf of Parent or Sub other than Donaldson, Lufkin & Jenrette           
Incorporated, the fees and expenses of which will be paid by Parent.            

(f) Financing. Parent has funds sufficient to consummate the Offer and the  
Merger on the terms contemplated by this Agreement and the Company Ancillary    
Agreements, and at the expiration of the Offer and the Effective Time, Parent   
and Sub will have available funds sufficient to acquire to perform their        
respective obligations under this Agreement and the Parent Ancillary            
Agreements, including without limitation payment in full for all shares of      
Company Common Stock validly tendered in the Offer and all shares of Company    
Common Stock and Company Preferred Stock outstanding at the Effective Time.     

(g) Litigation. As of the Agreement Date, there is no suit, action,         
arbitration, proceeding, claim or investigation pending or threatened against   
the Parent or Sub, nor is their any reasonable basis therefor, that             
individually or in the aggregate could reasonably be expected to (i) except as  
disclosed in the Parent SEC Documents, have a Material Adverse Effect on the    
Parent, (ii) challenge or seek to enjoin or seek damages with respect to the    
Parent's or Sub's entering into and performing this Agreement and the Parent    
Ancillary Agreements or impair the ability of the Parent or Sub to perform      
their respective obligations under this Agreement and the Parent Ancillary      
Agreements or (iii) prevent the consummation of any of the transactions         
contemplated by this Agreement and the Company Ancillary Agreements, nor is     
there any judgment, decree, injunction, rule or order of any Governmental       
Entity or arbitrator outstanding against the Parent or Sub having, or which is  
reasonably likely to have, any effect referred to in the foregoing clause (i),  
(ii) or (iii) above.                                                            

ARTICLE V 

COVENANTS RELATING TO CONDUCT OF BUSINESS 

5.1 Conduct of Business. The Company shall, and shall cause its Subsidiaries
to, carry on its and their respective businesses in the ordinary course of      
business consistent with its past practices and use all reasonable efforts to   
preserve intact their current business organizations, to keep available the     
services of their current officers and employees and to preserve relationships  
with distributors, licensors, contractors, customers, suppliers, lenders,       
employees and others having business dealings with any of them. Without         
limiting the generality of the foregoing, except as may be expressly permitted  
by other provisions of this Agreement and the Company Ancillary Agreements, or  
as may be agreed to in writing by Parent, the Company shall not, and shall not  
permit any of its Subsidiaries to:                                              

(i) either (x) declare, set aside or pay any dividends on, or make any  
other distributions in respect of, any of its capital stock, other than     
dividends and distributions by any direct or indirect wholly owned          
Subsidiary of the Company to its parent, in the case of less than wholly    
owned Subsidiaries, as required by agreements existing on the Agreement     
Date, (y) split, combine or reclassify any of its capital stock or issue or 
authorize the issuance of any other securities in respect of, in lieu of or 
in substitution for shares of its capital stock, or (z) purchase, redeem or 
otherwise acquire any shares of capital stock of the Company or             

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any of its Subsidiaries or any other securities thereof or any rights,      
warrants or options to acquire any such shares or other securities;         

 (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its
or of any Subsidiary's capital stock, any other voting securities or any    
securities convertible into, or any rights, warrants or options to acquire, 
any such shares, voting securities or convertible securities (other than    
(x) the issuance of the Company Common Stock upon the exercise of Company   
Options and warrants outstanding on the Agreement Date and disclosed in the 
Company Disclosure Schedule, in accordance with their present terms), and   
(y) the issuance of Company Common Stock upon the conversion of Convertible 
Notes or Series C Preferred Stock);                                         

 (iii) amend its certificate of incorporation, by-laws or other comparable
charter or organizational documents;                                        

 (iv) acquire or agree to acquire (x) by merging or consolidating with, or
by purchasing a substantial portion of the assets of, or by any other       
manner, any business or any corporation, partnership, joint venture,        
association or other business organization or division thereof or (y) any   
assets that individually or in the aggregate are material to the Company    
and its Subsidiaries taken as a whole;                                      

(v) sell, lease, license, mortgage or otherwise encumber or subject to  
any Lien or otherwise dispose of any of its properties or assets (including 
Intellectual Property Rights), except for (a) sales, leases, or             
encumbrances of immaterial or obsolete properties or assets, and non-       
exclusive licenses of Intellectual Property Rights, in each case in the     
ordinary course of business consistent with past practices and (b) sales or 
dispositions of assets, or subleases of facilities, specifically described  
in Section 5.1 of the Company Disclosure Schedule.                          

(vi) transfer or license to any person or entity or otherwise extend,   
amend or modify in any material respect any rights to any Company IP Rights 
or Company Intellectual Property, other than non-exclusive licenses in the  
ordinary course of business, or assign or grant any exclusive license to    
any Intellectual Property Rights;                                           

(vii) incur any indebtedness for borrowed money or draw down on any     
credit facility or arrangement or guarantee any such indebtedness of        
another person, issue or sell any debt securities or warrants or other      
rights to acquire any debt securities of the Company or any of its          
Subsidiaries, guarantee any debt securities of another person, enter into   
any "keep well" or other agreement to maintain any financial statement      
condition of another person or enter into any arrangement having the        
economic effect of any of the foregoing (other than borrowings of not more  
than $2.0 million in any calendar month (not to exceed $3.0 million in the  
aggregate outstanding at any time after the Agreement Date);                

(viii) make any loans, advances or capital contributions to, or         
investments in, any other person, other than to the Company or Subsidiary   
of the Company;                                                             

(ix) make or agree to make any new capital expenditure or expenditures  
which individually is in excess of $100,000 or which in the aggregate are   
in excess of $200,000;                                                      

(x) make any material Tax election or settle or compromise any income or
franchise Tax liability;                                                    

(xi) pay, discharge, settle or satisfy any claims (accrued, asserted or 
unasserted, contingent or otherwise) for an amount greater than $100,000,   
except discharges or payments of claims existing on the Balance Sheet Date  
in an amount not in excess of the amount shown or reserved therefor on the  
Balance Sheet;                                                              

(xii) enter into, amend, modify or terminate any agreement, transaction,
commitment or other right or obligation that, if in effect on the Agreement 
Date, would be a Company Material Agreement, or that by its terms requires  
or contemplates a current and/or future financial commitment, expense or    
obligation on the part of the Company or any of its Subsidiaries involving  
in excess of $100,000, other than in the ordinary course of business        
consistent with past practices, or waive, release or assign any material    
rights or claims thereunder, other than discounting of accounts receivable  
to obtain prompt collection;                                                

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 (xiii) terminate or lay off any material numbers of employees, other than
for cause consistent with past practice and Company policy;                 

(xiv) adopt or amend in any material respect any employee benefit or    
employee stock purchase or employee option plan, or enter into any          
employment contract, pay any special bonus or special remuneration to any   
director or employee, or increase the salaries, wage rates or other         
compensation payable to its officers or employees other than in the         
ordinary course of business consistent with past practices, or commit or    
agree to do any of the foregoing, or otherwise alter or commit to any       
compensation, benefit or severance or change of control arrangement for or  
with any officer or employee of the Company except compensation increases,  
severance payments or bonuses specifically disclosed in Section 5.1 of the  
Company Disclosure Schedule.                                                

(xv) grant or provide any severance or termination pay to any officer or
employee except payments that (x) are in amounts consistent with the        
Company's policies and past practices and are made pursuant to written      
plans or agreements outstanding, or policies existing, on the Agreement     
Date that are disclosed in the Company Disclosure Schedule, or (y) are made 
pursuant to arrangements, and in amounts, specifically disclosed in Section 
5.1 of the Company Disclosure Schedule;                                     

 (xvi) voluntarily take actions to liquidate or dissolve the Company or to
take advantage of bankruptcy or other creditor protection laws;             

(xvii) institute any litigation or other proceeding other than in       
connection with a breach of this Agreement or any of the Parent Ancillary   
Agreements by Parent or Sub;                                                

(xviii) take any action that would cause or constitute a breach of any  
representation or warranty made by the Company in this Agreement or any of  
the Company Ancillary Agreements; or                                        

(xix) authorize any of, or commit or agree to take any of, the foregoing
actions.                                                                    

5.2 No Solicitation.                                                        

(a) From and after the Agreement Date until the earlier of the Effective    
Time or termination of this Agreement in accordance with its terms, the         
Company shall not, nor shall it permit any of its Subsidiaries to, nor shall    
it authorize or permit any officer, director or employee of, or any investment  
banker, attorney or other advisor or representative of, the Company or any of   
its Subsidiaries to, directly or indirectly, (i) solicit, initiate or           
encourage the submission of any takeover proposal (as defined below), (ii)      
participate in any discussions or negotiations with, or furnish any             
information to, or provide access to the Company's properties, books and        
records to, or enter into any agreement with to, any person or group (other     
than Parent) in connection with any takeover proposal or (iii) take any other   
action to facilitate any inquiries or the making of any proposal that           
constitutes, or may reasonably be expected to lead to, any takeover proposal.   
The Company, its Subsidiaries, officers, directors, employees, investment       
bankers, attorneys and other agents and representatives will immediately cease  
any and all existing activities, discussions or negotiations with any parties   
conducted previously regarding a takeover proposal. Without limiting the        
foregoing, it is understood that any violation of the restrictions set forth    
in the preceding two sentences by any officer or director of the Company or     
any investment banker or attorney of the Company or any of its Subsidiaries,    
shall be deemed to be a breach of this Section 5.2(a) by the Company. In        
addition, subject to the other provisions of this Section 5.2(a), from and      
after the Agreement Date until the earlier of the Effective Time and            
termination of this Agreement pursuant to its terms, the Company and its        
Subsidiaries will not, and will instruct their respective directors, officers,  
employees, representatives, investment bankers, agents and affiliates not to,   
directly or indirectly, make or authorize any public statement, recommendation  
or solicitation in support of any takeover proposal made by any person, entity  
or group (other than Parent); provided, however, that nothing herein shall      
prohibit the Company's Board of Directors from taking and disclosing to the     
Company's stockholders a position with respect to a tender offer pursuant to    
Rules 14d-9 and 14e-2 promulgated under the Exchange Act. For purposes of this  
Agreement, "TAKEOVER PROPOSAL" means any (x) proposal for a merger or other     
business combination involving the Company or any of its Subsidiaries (y)       
proposal, offer or tender offer to acquire (including without limitation by     
license) in any manner, directly or indirectly, an equity interest in, not      
less than 35% of the outstanding voting securities of the Company or any of     
its Subsidiaries, or (z) proposal to acquire assets representing not less than  

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25% of the annual revenues of the Company or any of its Subsidiaries in the     
fiscal year ending September 30, 1998 or to obtain a license to the Company's   
ProComm or CleanSweep product or to any Company IP Right or Company             
Intellectual Property that is incorporated, embodied or used therein and that   
is material to such product (except as permitted by Section 5.1), in each case  
in clauses (x), (y) or (z) of this subsection, other than the transactions      
contemplated by this Agreement and the Company Ancillary Agreements.            

(b) Notwithstanding any other provision of this Agreement, prior to the     
Effective Time, the Company may, to the extent the Board of Directors of the    
Company determines, in good faith, after consultation with outside legal        
counsel, that the Board's fiduciary duties under applicable law require it to   
do so, participate in discussions or negotiations with, and, subject to the     
requirements of Section 5.02(c) paragraph (c), below, furnish information to    
any person, entity or group after such person, entity or group has delivered    
to the Company an unsolicited bona fide takeover proposal which the Board of    
Directors of the Company in its good faith reasonable judgment determines, (i)  
after consultation with its independent financial advisors, would result in a   
transaction more favorable to the stockholders of the Company from a financial  
point of view than the Offer and the Merger and (ii) after reasonable inquiry   
by the Company that the party making such takeover proposal is financially      
capable of consummating such takeover proposal (a "SUPERIOR PROPOSAL"). In      
addition, notwithstanding any other provision of this agreement, in connection  
with a possible takeover proposal, the Company may refer any third party to     
this Section 5.2 or make a copy of this Section 5.2 available to any third      
party. In the event the Company receives a Superior Proposal, nothing           
contained in this Agreement (but subject to the terms of this Section 5.2(b))   
will prevent the Board of Directors of the Company from recommending such       
Superior Proposal to its stockholders, if the Board determines, in good faith,  
after consultation with outside legal counsel, that such action is required by  
its fiduciary duties under applicable law; in such case, the Board of           
Directors of the Company may withdraw, modify or refrain from making its        
recommendation of the Offer, provided, however, that the Company shall not      
recommend to its stockholders a Superior Proposal for a period of not less      
than 48 hours after Parent's receipt of a copy of such Superior Proposal (or a  
description of the significant terms and conditions thereof, if such Superior   
Proposal is not in writing).                                                    

(c) Notwithstanding anything to the contrary in this Section 5.2, the       
Company will not provide any non-public information to a third party unless     
(x) the Company provides such non-public information pursuant to a              
nondisclosure agreement with terms regarding the protection of confidential     
information at least as restrictive as such terms in the Confidentiality        
Agreement (as defined in Section 6.2) and (y) such non-public information has   
been previously delivered to the Parent or will simultaneously be furnished to  
Parent.                                                                         

(d) In addition to the obligations of the Company set forth in paragraph    
5.2(b) above, the Company shall promptly advise Parent orally and in writing    
of any request for information or of any takeover proposal, or any inquiry      
with respect to, or which could reasonably be expected to lead to, any          
takeover proposal, the material terms and conditions of such request, takeover  
proposal or inquiry, and the identity of the person making any such takeover    
proposal or inquiry. The Company will keep Parent informed of the status and    
material terms of any such request, takeover proposal or inquiry.               

ARTICLE VI  

ADDITIONAL AGREEMENTS 

6.1 Stockholder Approval; Preparation of Proxy Statement.                   

(a) If Company Stockholder Approval is required by law, the Company will, at
Parent's request, as soon as practicable following the consummation of the      
Offer, duly call, give notice of, convene and hold a meeting of its             
stockholders (the "STOCKHOLDERS MEETING") for the purpose of obtaining the      
Company Stockholder Approval. If able to do so, Parent shall cause the Company  
to comply with its obligations under this Section 6.1(a) and Section 6.1(b).    
Subject to the provisions of Section 5.2(b), the Company will, through its      
Board of Directors, recommend to its stockholders that the Company Stockholder  
Approval be given. Notwithstanding the foregoing, if Sub or any other           
subsidiary of Parent shall acquire at least 90% of the                          

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outstanding shares of the Company Common Stock, the parties shall, at the       
request of Parent, take all necessary and appropriate action to cause the       
Merger to become effective as soon as practicable after the expiration of the   
Offer without a Stockholders Meeting in accordance with Section 253 of the      
DGCL. Without limiting the generality of the foregoing, the Company agrees      
that its obligations pursuant to the first sentence of this Section 6.1(a)      
shall not be affected by (i) the commencement, public proposal, public          
disclosure or communication to the Company of any takeover proposal or (ii)     
the withdrawal or modification by the Board of Directors of the Company of its  
approval or recommendation of the Offer, this Agreement, any of the Company     
Ancillary Agreements or the Merger, except that such obligations shall          
terminate if this Agreement is terminated.                                      

(b) If the Company Stockholder Approval is required by law, the Company     
will, at Parent's request, as soon as practicable following the expiration of   
the Offer, prepare and file a preliminary Proxy Statement with the SEC and      
will use all reasonable efforts to respond to any comments of the SEC or its    
staff and to cause the Proxy Statement to be mailed to the Company's            
stockholders as promptly as practicable after responding to all such comments   
to the satisfaction of the staff. The Company will notify Parent promptly of    
the receipt of any comments from the SEC or its staff and of any request by     
the SEC or its staff for amendments or supplements to the Proxy Statement or    
for additional information and will supply Parent with copies of all            
correspondence between the Company or any of its representatives, on the one    
hand, and the SEC or its staff, on the other hand, with respect to the Proxy    
Statement or the Merger. If at any time prior to the Stockholders Meeting       
there shall occur any event that should be set forth in an amendment or         
supplement to the Proxy Statement, the Company will promptly prepare and mail   
to its stockholders such an amendment or supplement. The Company will not mail  
any Proxy Statement, or any amendment or supplement thereto, to which Parent    
reasonably objects.                                                             

(c) Parent agrees to cause all shares of the Company Common Stock purchased 
pursuant to the Offer and all other shares of the Company Common Stock owned    
by Sub or any other subsidiary of Parent to be voted in favor of the Company    
Stockholder Approval.                                                           

6.2 Access to Information; Confidentiality. The Company shall, and shall    
cause each of its Subsidiaries to, afford to Parent, and to Parent's officers,  
employees, accountants, counsel, financial advisers and other representatives,  
reasonable access during normal business hours during the period prior to the   
Effective Time to all their respective properties, books, contracts,            
commitments, personnel and records and, during such period, the Company shall,  
and shall cause each of its Subsidiaries to, furnish or make available          
promptly to Parent (a) a copy of each report, schedule, registration statement  
and other document filed by it during such period pursuant to the requirements  
of Federal or state securities laws and (b) all other information concerning    
its business, properties and personnel as Parent may reasonably request.        
Except as required by law, Parent will hold, and will cause its officers,       
employees, accountants, counsel, financial advisers and other representatives   
and affiliates to hold, any confidential information in accordance with the     
Mutual Non-Disclosure Agreement between Parent and the Company (THE             
"CONFIDENTIALITY AGREEMENT").                                                   

6.3 All Reasonable Efforts; Notification.                                   

(a) Upon the terms and subject to the conditions set forth in this Agreement
and the Company Ancillary Agreements, each of the parties agrees to use all     
reasonable efforts to take, or cause to be taken, all actions, and to do, or    
cause to be done, and to use all reasonable efforts to assist and cooperate     
with the other parties in doing, all things necessary, proper or advisable to   
consummate and make effective, in an expeditious manner, the Offer, the Merger  
and the other transactions contemplated by this Agreement and the Company       
Ancillary Agreements, including (i) the obtaining of all necessary actions or   
non actions, waivers, consents and approvals from Governmental Entities and     
the making of all necessary registrations and filings (including filings with   
Governmental Entities, if any) and the taking of all reasonable steps as may    
be necessary to obtain an approval or waiver from, or to avoid an action or     
proceeding by, any Governmental Entity, (ii) the obtaining of all necessary     
consents, approvals or waivers from third parties, including but not limited    
to those set forth in Section 4.1(e) of the Company Disclosure Schedule, (iii)  
the defending of any lawsuits or other legal proceedings, whether judicial or   
administrative, challenging this Agreement or any of the Company Ancillary      
Agreements or the consummation of any of the transactions contemplated by this  
Agreement and the Company                                                       

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Ancillary Agreements, including seeking to have any stay or temporary           
restraining order entered by any court or other Governmental Entity vacated or  
reversed and (iv) the execution and delivery of any additional instruments      
necessary to consummate the transactions contemplated by, and fully to carry    
out the purposes of, this Agreement and the Company Ancillary Agreements. In    
connection with and without limiting the foregoing, the Company and its Board   
of Directors shall (A) take all action necessary to ensure that no state        
takeover statute or similar statute or regulation is or becomes applicable to   
the Offer, the Merger, this Agreement, any Company Ancillary Agreement or any   
of the other transactions contemplated hereby or thereby and (B) if any state   
takeover statute or similar statute or regulation becomes applicable to the     
Offer, the Merger, this Agreement, any Company Ancillary Agreement or any       
other transaction contemplated hereby or thereby, take all action within its    
power and authority necessary to ensure that the Offer, the Merger, each        
Company Ancillary Agreement and the other transactions contemplated by hereby   
and thereby may be consummated as promptly as practicable on the terms          
contemplated by this Agreement and the Company Ancillary Agreements and         
otherwise to minimize the effect of such statute or regulation on the Offer,    
the Merger and the other transactions contemplated hereby and thereby.          
Notwithstanding anything to the contrary set forth in this Section 6.3(a), the  
Board of Directors of the Company shall not be prohibited from taking any       
action consistent with Section 5.2(a) or 5.2(b), subject to Parent's rights     
set forth in Section 5.2(b) and in Section 5.2(c).                              

(b) As soon as may be reasonably practicable, the Company and Parent each   
shall file with the United States Federal Trade Commission (the "FTC") and the  
Antitrust Division of the United States Department of Justice ("DOJ")           
Notification and Report Forms relating to the transactions contemplated herein  
as required by the HSR Act, as well as comparable pre-merger notification       
forms required by the merger notification or control laws and regulations of    
any applicable jurisdiction, as agreed to by the parties. The Company and       
Parent each shall promptly (a) supply the other with any information which may  
be required in order to effectuate such filings and (b) supply any additional   
information which reasonably may be required by the FTC, the DOJ or the         
competition or merger control authorities of any other jurisdiction and which   
the parties may reasonably deem appropriate.                                    

(c) The Company shall give prompt notice to Parent, and Parent shall give   
prompt notice to the Company, of (i) any material breach of any representation  
or warranty made by it in this Agreement or any Company Ancillary Agreement     
(in the case of the Company) or in this Agreement or any Parent Ancillary       
Agreement (in the case of Parent) or (ii) the failure by it to comply with or   
satisfy in any material respect any covenant, condition or agreement to be      
complied with or satisfied by it under this Agreement or under any Company      
Ancillary Agreement (in the case of the Company) or in this Agreement or any    
Parent Ancillary Agreement (in the case of Parent); provided, however, that no  
such notification shall affect the representations, warranties, covenants, or   
agreements of the parties or the conditions to the obligations of the parties   
under this Agreement, the Company Ancillary Agreements and the Parent           
Ancillary Agreements.                                                           

(d) In the event that the Company or, following consummation of the Offer,  
the Parent, shall determine to effect a reduction or cessation of operations    
or workforce, or to terminate the employment of any employees, of the Company   
or any Subsidiary thereof, the Company shall (when and if requested by Parent,  
and not before the consummation of the Offer, in the case of such a             
determination by Parent) perform and take all acts that may be required to      
comply with the applicable provisions of the Worker Adjustment and Retraining   
Act (the "WARN ACT"), and, in the case of such a determination by Parent,       
shall give notice in such form, at such time, and to such employees as may be   
reasonably requested by Parent in connection therewith.                         

6.4 Post Merger Employment Benefits. Employees of the Company who become    
employed by Parent or any controlled subsidiary thereof after the Effective     
Time will, at Parent's election, either to the extent permitted under the       
terms of such Company Benefit Arrangements continue to be eligible to           
participate in Company Benefit Arrangements, if and for so long as continued,   
or become eligible to participate in the same standard employee benefit plans   
as are generally available to similarly situated employees of Parent. Upon the  
request of the Parent, following the consummation of the Offer, the Company     
shall (and shall cause its Subsidiaries to), effective immediately prior to     
the Effective Time, terminate such of its Company Benefit Arrangements as may   
be specified by Parent, provided that following the Effective Time, the         
affected employees of the Company and                                           

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such Subsidiaries will be eligible to participate in the same standard          
employee benefit plans as are generally available to similarly situated         
employees of Parent, and such employee's time served with the Company or any    
Subsidiary thereof shall be credited to such employee for purposes of           
determining such employee's eligibility or level of benefits under the terms    
of Parent's employee benefit plans.                                             

6.5 Indemnification, Exculpation and Insurance.                             

(a) From and after the Effective Time, the Parent will fulfill and honor and
will cause the Surviving Corporation to fulfill and honor in all respects the   
obligations of the Company pursuant to its certificate of incorporation, its    
bylaws and any indemnification agreements between the Company and its           
directors and officers in their capacity as such (the "INDEMNIFIED PARTIES")    
existing prior to the date hereof. From and after the Effective Time, such      
obligations shall be the joint and several obligations of Parent and the        
Surviving Corporation and, by executing this Agreement, Parent hereby assumes   
such obligations. The Certificate of Incorporation and Bylaws of the Surviving  
Corporation will contain the provisions with respect to indemnification and     
elimination of liability for monetary damages set forth in the Certificate of   
Incorporation and Bylaws of the Company, which provisions will not be amended,  
repealed or otherwise modified from the Effective Time in any manner that       
would adversely affect the rights thereunder of individuals who, immediately    
prior to the Effective Time, were directors, officers, employees or agents of   
the Company or its Subsidiaries, unless such modification is required by law.   

(b) Parent will cause to be maintained for a period of not less than three  
years from the Effective Time the Company's current directors' and officers'    
insurance and indemnification policy to the extent that it provides coverage    
for events occurring prior to the Effective Time (the "D&O INSURANCE") for all  
persons who are directors and officers of the Company on the Agreement Date     
(and to the extent covered by the D&O Insurance as of the Agreement Date,       
persons who were directors and officers of the Company prior to the Agreement   
Date), in their capacity as such, so long as the annual premium therefor would  
not be in excess of 150% of the last annual premium paid prior to the           
Agreement Date (the "MAXIMUM PREMIUM") and, to the extent the annual premium    
would exceed the Maximum Premium, Parent will cause to be maintained for such   
period the maximum amount of such D&O Insurance that can readily be procured    
for the Maximum Premium. If the existing D&O Insurance expires, is terminated   
or canceled during such two year period, Parent will use all reasonable         
efforts to cause to be obtained as much D&O Insurance as can be obtained for    
the remainder of such period for an annualized premium not in excess of the     
Maximum Premium, on terms and conditions no less advantageous than the          
existing D&O insurance. In lieu of maintaining the Company's current D&O        
insurance, Parent may elect to add the directors and officers of the Company    
on the Agreement Date (and to the extent covered by the D&O Insurance as of     
the Agreement Date, persons who were directors and officers of the Company      
prior to the Agreement Date) to its own insurance policy, provided that such    
election does not diminish the rights provided to such persons under the        
Company's existing D&O Insurance.                                               

(c) This Section 6.5 will survive any termination of this Agreement and the 
consummation of the Merger at the Effective Time is intended to benefit the     
Company, the Surviving Corporation and the persons who are or were directors    
or officers of the Company on or prior to the Effective Time, and will be       
binding on all successors and assigns of the Parent or the Surviving            
Corporation.                                                                    

(d) In the event that Parent or the Surviving Corporation or any of their   
successors or assigns consolidates with or merges into any other Person and     
shall not be the continuing or surviving corporations or entities of such       
consolidation or merger, then and in each such case, proper provisions shall    
be made so that the successors and assigns of the Parent or the Surviving       
Corporation shall assume the obligations of the Parent or the Surviving         
Corporation, as the case may be, set forth in this Section 6.5.                 

(e) The provisions of this Section 6.5 are intended to be for the benefit   
of, and shall be enforceable by, each indemnified party and such party's heirs  
and representatives.                                                            

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6.6 Directors.                                                              

(a) Effective upon the acceptance for payment by Sub of any shares of       
Company Common Stock, Parent shall be entitled to designate the number of       
members, rounded up to the next whole number, on the Company's Board of         
Directors that equals the product of (i) the total number of members of the     
Company's Board of Directors (giving effect to the election of any additional   
directors pursuant to this Section 6.6) and (ii) the percentage that the        
number of shares of Company Common Stock accepted for payment by Purchaser      
bears to the total number of shares of Company Common Stock outstanding, and    
the Company shall take all action necessary to cause Parent's designees to be   
elected or appointed to the Company's Board of Directors, including, without    
limitation, increasing the number of directors, and seeking and accepting       
resignations of incumbent directors. At such times, the Company will use all    
reasonable efforts to cause individuals designated by Parent to constitute the  
same percentage as such individuals represent on the Company's Board of         
Directors or each committee of the Board (other than any committee of the       
Board established to take action under this Agreement), and, if requested by    
Parent, each board of directors of each Subsidiary and each committee of each   
such board. Notwithstanding the foregoing, until such time as Parent acquires   
a majority of such outstanding shares of Company Common Stock on a fully-       
diluted basis determined as set forth in Exhibit A to this Agreement), the      
Company shall use all reasonable efforts to ensure that all of the members of   
the Board of Directors and such boards and committees as of the date hereof     
who are not employees of the Company shall remain members of the Board of       
Directors and such boards and committees.                                       

(b) The Company's obligations to appoint designees to the Board of Directors
shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1            
promulgated thereunder. The Company shall promptly take all actions required    
pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations    
under this Section 6.6 and shall include in the Schedule 14D-9 such             
information with respect to the Company and its officers and directors as is    
required under Section 14(f) and Rule 14f-1 to fulfill its obligations under    
this Section 6.6. Parent will supply to the Company in writing and be solely    
responsible for any information with respect to itself and its nominees,        
officers, directors and affiliates required by Section 14(f) and Rule 14f-1.    

6.7 Fees and Expenses.                                                      

(a) Except as provided below in this Section 6.7, all fees and expenses     
incurred in connection with the Offer, the Merger, this Agreement, the Company  
Ancillary Agreements and the transactions contemplated hereby and thereby       
shall be paid by the party incurring such fees or expenses, whether or not the  
Offer or the Merger is consummated.                                             

(b) The Company shall pay, or cause to be paid, in same or next day funds to
Parent, $2 million (the "COMPANY FEE") (i) if this Agreement is terminated      
pursuant to Section 8.1(b)(i) as a result of the failure of the condition set   
forth in paragraph (d) of Exhibit A to this Agreement, or pursuant to           
Section 8.1(c) or Section 8.1(d), or (ii) if this Agreement is terminated by    
Parent pursuant to Section 8.1(f), or pursuant to Section 8.1(b)(i) as a        
result of the failure of the condition set forth in paragraph (g) of Exhibit A  
to this Agreement, in each case in this clause (ii) where the breach or         
failure to perform or comply that permits such termination results from, or     
represents, a Willful Breach of Section 5.2(a), (b) or (c) of this Agreement.   
The Company Fee may be applied by the Company dollar for dollar to reduce any   
royalty obligations of Parent to the Company pursuant to the License Agreement  
(and shall not be payable to the extent that the Company Fee exceeds the        
amount of such royalties required to be paid over the term of the License       
Agreement), except that if, pursuant to the terms of the License Agreement,     
Parent would not be required at any time after the date of termination of this  
Agreement to pay any royalties, the Company Fee shall be payable in cash on     
demand by Parent.                                                               

(c) Payment of the amounts described in this Section 6.7 and the exercise by
Parent of its rights under the License Agreement shall constitute the sole      
remedy of Parent for a Willful Breach of Section 5.2(a), (b) or (c) of this     
Agreement.                                                                      

6.8 Public Announcements. Parent and Sub, on the one hand, and the Company, 
on the other hand, will consult with each other before issuing, and provide     
each other the opportunity to review, comment upon and                          

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concur with, any press release or other public statements with respect to the   
transactions contemplated by this Agreement and the Company Ancillary           
Agreements, including the Offer and the Merger, and shall not issue any such    
press release or make any such public statement prior to such consultation,     
except as may be required by applicable law, court process or by obligations    
pursuant to any listing agreement with any national market system. The parties  
agree that the initial press release to be issued with respect to the           
transactions contemplated by this Agreement and the Company Ancillary           
Agreements shall be in the form heretofore agreed to by the parties.            

6.9 Rights Agreement. As soon as possible, and in no event later than two   
business days after the Agreement Date, the Company shall file a Current        
Report Form 8-K to reflect the Rights Amendment, and the Company shall take     
all additional action necessary to effect the changes in the Rights Agreement   
to provide for the exclusions therefrom set forth in Section 4.1(ac) hereof.    
After the effectiveness of the Rights Amendment until the Effective Time, or    
until this Agreement is terminated, the Company shall not (i) redeem the        
Rights, (ii) exchange the Rights, (iii) terminate the Rights Agreement or (iv)  
further amend the Rights Agreement, in each case without the prior written      
consent of Parent.                                                              

6.10 Technology License Agreement. Concurrently with the execution of this  
Agreement, the Company and Parent shall enter into the License Agreement.       

ARTICLE VII 

CONDITIONS PRECEDENT  

7.1 Conditions to Each Party's Obligation to Effect the Merger. The         
respective obligation of each party to effect the Merger is subject to the      
satisfaction or waiver on or prior to the Effective Time of the following       
conditions:                                                                     

(a) Company Stockholder Approval. If required by applicable law, the Company
Stockholder Approval shall have been obtained.                                  

(b) Consummation of the Offer. Sub shall have purchased Shares pursuant to  
the Offer.                                                                      

(c) No Injunctions or Restraints. No statute, rule, regulation, executive   
order, decree, injunction, judgment or other order or ruling issued by any      
court or other Governmental Entity or other legal restraint or prohibition      
shall be in effect which would (i) make the acquisition or holding by Parent    
or its affiliates of Company Common Stock or Common Stock of the Surviving      
Corporation illegal or otherwise prevent the consummation of the Merger, (ii)   
prohibit Parent's or Sub's ownership or operation of, or compel Parent or Sub   
to dispose of or hold separate, all or a material portion of the business or    
assets of Parent and its Subsidiaries taken as a whole, or the Company and its  
Subsidiaries taken as a whole (iii) compel Parent, Sub or the Company to        
dispose of or hold separate all or a material portion of the business or        
assets of Parent and its Subsidiaries taken as a whole or the Company and its   
Subsidiaries taken as a whole, (iv) impose material limitations on the ability  
of Parent or Sub or their affiliates effectively to exercise full ownership     
and financial benefits of the Surviving Corporation or impose any material      
condition to this Agreement, any of the Company Ancillary Agreements or the     
Merger which would be materially adverse to Parent.                             

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ARTICLE VIII  

TERMINATION, AMENDMENT AND WAIVER 

8.1 Termination. This Agreement may be terminated at any time prior to the  
Effective Time, whether before or after approval of matters presented in        
connection with the Merger by the stockholders of the Company (provided,        
however, that if Shares are purchased by Sub pursuant to the Offer, Parent may  
not in any event terminate this Agreement):                                     

(a) by mutual written consent of Parent and the Company;                    

(b) by either Parent or the Company:                                        

(i) if (w) as the result of the failure of any of the conditions set    
forth in Exhibit A to this Agreement, Sub shall have failed to commence the 
Offer in the time required by this Agreement, (x) as a result of the        
failure of any of the conditions set forth in Exhibit A to this Agreement   
the Offer shall have terminated or expired in accordance with its terms (as 
extended, if Sub so elects or as may be required pursuant to                
Section 1.1(a)) without Sub having accepted for payment any shares of       
Company Common Stock pursuant to the Offer or (y) Sub shall not have        
accepted for payment any shares of Company Common Stock pursuant to the     
Offer by December 31, 1998 as a result of the failure of any of the         
conditions set forth in Exhibit A to this Agreement; provided, however,     
that the right to terminate this Agreement pursuant to clauses (w), (x) or  
(y) above of this Section 8.1(b)(i) shall not be available to any party     
whose failure to perform in any material respect any of its obligations     
under this Agreement results in the failure of any such condition or if the 
failure of such condition results from facts or circumstances that          
constitute a material breach of a representation or warranty under this     
Agreement by such party; or                                                 

(ii) if any Governmental Entity shall have issued an order, decree or   
ruling or taken any other action permanently enjoining, restraining or      
otherwise prohibiting the acceptance for payment of, or payment for, shares 
of the Company Common Stock pursuant to the Offer or the Merger and such    
order, decree or ruling or other action shall have become final and         
nonappealable;                                                              

(c) by the Company, if prior to the purchase of any shares of Company Common
Stock by Sub pursuant to the Offer, the Company shall have received any         
Superior Proposal;                                                              

(d) by Parent in the event that (i) the Board of Directors of the Company or
any committee thereof shall have failed to recommend the Offer, the Merger or   
this Agreement, including any failure to include such recommendation in the     
Schedule 14D-9, or shall have so resolved, (ii) the Board of Directors of the   
Company or any committee thereof shall have withdrawn or modified (including    
without limitation by amendment of the Company's Schedule 14D-9) in a manner    
adverse to Parent or Sub its approval or recommendation of the Offer, the       
Merger or this Agreement and the Company Ancillary Agreements, shall have       
approved or recommended any takeover proposal, shall have authorized the        
redemption or amendment of the Rights Agreement after the Company has received  
a takeover proposal (other than the Rights Amendment in accordance with         
Section 6.9 of this Agreement) or shall have resolved to do any of the          
foregoing (provided that a statement that states that a takeover proposal is    
under consideration by the Company's board of directors or management and       
states that the Company will, at a future date, take a position with respect    
to such takeover proposal, without making any adverse statements with respect   
to the Offer, shall not be deemed to constitute such a withdrawal,              
modification, approval or recommendation), or (iii) the Company shall have      
entered into any letter of intent, acquisition agreement or similar agreement   
with respect to any Superior Proposal in accordance with Section 5.2(b) of      
this Agreement or the Board of Directors or any committee thereof shall have    
resolved to do so;                                                              

(e) by Parent in the event that (i) any person entity or "group" (as defined
in Section 13(d)(3) of the Exchange Act) other than Parent and Sub acquires     
beneficial ownership of 35% or more of the outstanding shares of Common Stock   
of the Company; or (ii) the Board of Directors of the Company or any committee  
thereof upon a request to reaffirm the Company's approval or recommendation of  
the Offer, the Merger or this                                                   

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Agreement and the Company Ancillary Agreements, shall have failed to do so      
within three (3) business days after such request is made or shall have so      
resolved;                                                                       

(f) by Parent if (i) any of the representations and warranties of the       
Company set forth in Section 4.1 shall not be true and correct in any manner    
that either (A) represents or results from a Willful Breach or (B) has or       
represents a Material Adverse Effect or (ii) the Company has committed a        
breach of any of the Company's covenants under Article 5 and Article 6 of this  
Agreement, which breach either (A) represents or results from a Willful Breach  
or (B) has a Material Adverse Effect, and has not cured such material breach    
within thirty (30) days after the Parent has given the Company written notice   
of the breach and its intention to terminate this Agreement pursuant to this    
Section 8.1(f); and                                                             

(g) by the Company if Sub shall not have accepted for payment any shares of 
Company Common Stock pursuant to the Offer on or prior to December 31, 1998     
and (i) any of the representations and warranties of Parent set forth in        
Section 4.2 hereof shall not be true and correct in any manner that has or      
represents a material adverse effect on the Parent or on the exercise by the    
Company of its rights under this Agreement or the License Agreement; or (ii)    
Parent has committed a material breach of any of Parent's covenants under this  
Agreement, which breach has a Material Adverse Effect or materially adversely   
affects the Company's exercise of its rights under this Agreement or the        
License Agreement and has not cured such material breach within thirty (30)     
days after the Company has given the Parent written notice of the material      
breach and its intention to terminate this Agreement pursuant to this Section   
8.1(g).                                                                         

8.2 Effect of Termination. In the event of termination of this Agreement by 
either the Company or Parent as provided in Section 8.1, this Agreement shall   
forthwith become void and have no effect, without any liability or obligation   
on the part of Parent, Sub or the Company, other than pursuant to the last      
sentence of Section 6.2, Section 6.7, this Section 8.2 and Article IX, other    
than liability for damages incurred in the event of a breach by a party of any  
of its representations, warranties, covenants or agreements set forth in this   
Agreement or any of the Company Ancillary Agreements except as provided in      
Section 6.7(c).                                                                 

8.3 Amendment. This Agreement may be amended by the parties at any time     
before or after obtaining the Company Stockholder Approval (if the Company      
Stockholder Approval shall be required by law), subject to Section 8.5;         
provided, however, that after any such approval, there shall not be made any    
amendment that by law requires further approval by such stockholders without    
the further approval of such stockholders. This Agreement may not be amended    
except by an instrument in writing signed on behalf of each of the parties.     

8.4 Extension; Waiver. At any time prior to the Effective Time, the parties 
may (a) extend the time for the performance of any of the obligations or other  
acts of the other parties, (b) waive any inaccuracies in the representations    
and warranties contained in this Agreement or in any document delivered         
pursuant to this Agreement or (c) subject to the proviso of Section 8.3, waive  
compliance with any of the agreements or conditions contained in this           
Agreement. Any agreement on the part of a party to any such extension or        
waiver shall be valid only if set forth in an instrument in writing signed on   
behalf of such party. The failure of any party to this Agreement to assert any  
of its rights under this Agreement or otherwise shall not constitute a waiver   
of those rights.                                                                

8.5 Procedure for Termination, Amendment, Extension or Waiver. A termination
of this Agreement pursuant to Section 8.1, an amendment of this Agreement       
pursuant to Section 8.3 or an extension or waiver pursuant to Section 8.4       
shall, in order to be effective, require in the case of Parent, Sub or the      
Company, action by its Board of Directors or the duly authorized designee of    
its Board of Directors; provided, however, that in the event that Sub's         
designees are appointed or elected to the Board of Directors of the Company as  
provided in Section 6.7, after the acceptance for payment of shares of the      
Company Common Stock pursuant to the Offer and prior to the Effective Time,     
the affirmative vote of a majority of the members of the Company's Board of     
Directors (if any) who were members of the Company's Board of Directors on the  
Agreement Date shall be required by the Company to (i) amend or terminate this  
Agreement by the Company, (ii) exercise or waive any of the Company's rights    
or remedies under this Agreement or (iii) extend the time for performance of    
Parent's and Sub's respective obligations under this Agreement.                 

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ARTICLE IX  

GENERAL PROVISIONS  

9.1 Nonsurvival of Representations and Warranties. None of the              
representations and warranties in this Agreement or in any instrument           
delivered pursuant to this Agreement shall survive the Effective Time or, in    
the case of the Company, shall survive the acceptance for payment of, and       
payment for, shares of the Company Common Stock by Sub pursuant to the Offer.   
This Section 9.1 shall not limit any covenant or agreement of the parties       
which by its terms contemplates performance after the Effective Time.           

9.2 Notices. All notices, requests, claims, demands and other communications
under this Agreement shall be in writing and shall be deemed given if           
delivered personally, telecopied (which is confirmed) or sent by overnight      
courier (providing proof of delivery) to the parties at the following           
addresses (or at such other address for a party as shall be specified by like   
notice):                                                                        

(a) if to Parent or Sub, to                                                 

Symantec Corporation                                                        
10201 Torre Ave.                                                            
Cupertino, CA 95014                                                         
Attention: General Counsel                                                  

with copies to its counsel:                                                 

Fenwick & West LLP                                                          
Two Palo Alto Square                                                        
Palo Alto, CA 94306                                                         
Fax: (415) 494-1417                                                         
Attention: Gordon K. Davidson, Esq.                                         

(b) if to the Company, to                                                   

Quarterdeck Corporation                                                     
13160 Mindanao Way                                                          
Marina del Rey, CA 90292                                                    
Attention: Chief Executive Officer                                          

with copies to its counsel:                                                 

Bradley D. Schwartz, Esq.                                                   
Schwartz & Associates                                                       
333 South Grand Avenue, #3950                                               
Los Angeles, CA 90071                                                       

9.3 Definitions. For purposes of this Agreement:                            

(a) an "AFFILIATE" of any person means another person that directly or      
indirectly, through one or more intermediaries, controls, is controlled by, or  
is under common control with, such first person;                                

(b) "COMPANY ANCILLARY AGREEMENTS" means, collectively, the Certificate of  
Merger and the License Agreement.                                               

(c) "COMPANY OPTIONS" means any option to purchase Company Common Stock     
granted under the Company's 1990 Directors Stock Option Plan, the Company's     
Amended and Restated 1990 Stock Plan or the Company's 1996 Acquisition Stock    
Option Plan, and any other option to purchase Company Common Stock disclosed    
in Section 4.1(c) of the Company Disclosure Schedule not granted under any      
such plan.                                                                      

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(d) "EXECUTIVE OFFICERS" of the Company means any one of the following      
persons: King R. Lee, Frank Greico, John Strosahl, Cheri Kaplan-Smith, Suzanne  
Dickson and Gadi Navon, for so long as they may serve, and if any of such       
persons shall cease to serve in their current capacity with the Company, then   
such persons' successor.                                                        

(d) "KNOWLEDGE" of a party means, with respect to a matter, the actual      
knowledge of the executive officers and directors of such party.                

(e) "MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT" means any change 
or effect that (i) materially adversely affects, or is highly likely to         
materially adversely affect, the ability of the Company and its Subsidiaries    
to market and license either its ProComm product or its CleanSweep product (or  
both), or to use any Company IP Right or Company Intellectual Property that is  
incorporated, embodied or used therein and that is material to such product or  
the ownership by the Company and its Subsidiaries of any such Company IP Right  
or Company Intellectual Property, (ii) materially adversely affects, or is      
highly likely to materially adversely affect, the exercise by Parent of its     
material rights under this Agreement or the License Agreement or (iii)          
represents or results in, or is highly likely to result in, a liability         
(contingent or otherwise), cost or expense of more than $3.0 million, or the    
reduction of the fair value of any assets by more than $3.0 million (in each    
case after giving effect to the availability of payments under any insurance    
policy); provided, however, that none of the following shall be deemed, by      
itself, to constitute a Material Adverse Change or be taken into account in     
determining whether there has been or would be a Material Adverse Effect as a   
result of this clause (iii): (A) any adverse change, event or effect that is    
demonstrated by the Company to be caused by conditions affecting the United     
States economy generally or the economy of any nation or region in which the    
Company or any of its Subsidiaries conducts business that is material to the    
business of the Company and its Subsidiaries, taken as a whole, (B) any         
adverse change, event or effect that is demonstrated by the Company to be       
caused by conditions generally affecting the utility software industry and (C)  
any adverse change, event or effect that is demonstrated by the Company to be   
caused by the announcement or pendency of the Offer or the Merger or the        
execution of this Agreement or the License Agreement.                           

(f) "MERGER CONSIDERATION" means the consideration in money paid by the     
Parent, in the applicable case, on account of each share of Company Common      
Stock, or each share of Company Preferred Stock or each option in the Merger    
in accordance with Section 3.1 of this Agreement.                               

(g) "PARENT ANCILLARY AGREEMENTS" means the Certificate of Merger and the   
License Agreement.                                                              

(h) "PERSON" means an individual, corporation, partnership, joint venture,  
association, trust, unincorporated organization or other entity;                

(i) a "SUBSIDIARY" of any person means a corporation, partnership or other  
entity in which securities or other ownership interests having ordinary voting  
power to elect a majority of the board of directors or other individuals        
performing similar functions for such corporation, partnership or other entity  
are directly or indirectly owned by such person;                                

(j) "SUPERIOR PROPOSAL" has the meaning assigned thereto in Section 5.2(b); 

(k) "TAKEOVER PROPOSAL" has the meaning assigned thereto in Section 5.2(a); 
and                                                                             

(l) "WILLFUL BREACH" by the Company means (1) the failure of a              
representation or warranty of such party in this Agreement to be true and       
correct in all material respects as a result of any fact or condition of which  
any executive officer or director of such party had actual knowledge as of the  
Agreement Date, or (2) a material breach or failure to perform in any material  
respect any obligation or to comply in any material respect with any agreement  
or covenant to be performed or complied with by it pursuant to this Agreement,  
where both (A) performance of such obligation, or compliance with such          
agreement or covenant was not impossible (taking                                

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into consideration the financial and other resources of the breaching or non-   
performing party) and (B) (i) in the case of a breach that can not readily be   
cured by the breaching party within 30 days after written notice of such        
breach, the action or inaction constituting such breach was taken by or at the  
request of, or with the express permission of, any executive officer or         
director of the breaching party, and (ii) in the case of a breach that can      
readily be cured by the breaching party within 30 days after written notice of  
such breach, such period shall expire without the cure of such breach.          

9.4 Interpretation. When a reference is made in this Agreement to an        
Article, a Section, Exhibit or Schedule, such reference shall be to an Article  
or a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise  
indicated. The table of contents and headings contained in this Agreement are   
only for reference purposes and shall not affect in any way the meaning or      
interpretation of this Agreement. Whenever the words "include", "includes" or   
"including" are used in this Agreement, they shall be deemed to be followed by  
the words "without limitation." The words "hereof," "herein" and "thereunder"   
and words of similar import when used in this Agreement shall refer to this     
Agreement as a whole and not to any particular provision of this Agreement.     
All terms defined in this Agreement shall have the defined meanings when used   
in any certificate or other document made or delivered pursuant hereto unless   
otherwise defined therein. The definitions contained in this Agreement are      
applicable to the singular as well as the plural forms of such terms and to     
the masculine as well as to the feminine and neuter genders of such term.       
References to a person are also to its permitted successors and assigns.        

9.5 Counterparts. This Agreement may be executed in one or more             
counterparts, all of which shall be considered one and the same agreement and   
shall become effective when one or more counterparts have been signed by each   
of the parties and delivered to the other parties.                              

9.6 Entire Agreement; No Third-Party Beneficiaries. This Agreement and the  
Confidentiality Agreement constitute the entire agreement, and supersede all    
prior agreements and understandings, both written and oral, among the parties   
with respect to the subject matter of this Agreement and except for the         
provisions of Sections 6.4 and 6.5, are not intended to confer upon any person  
other than the parties and the Company's stockholders any rights or remedies    
hereunder.                                                                      

9.7 Governing Law. This Agreement shall be governed by, and construed in    
accordance with, the laws of the State of Delaware, regardless of the laws      
that might otherwise govern under applicable principles of conflict of laws     
thereof.                                                                        

9.8 Assignment. Neither this Agreement nor any of the rights, interests or  
obligations under this Agreement shall be assigned, in whole or in part, by     
operation of law or otherwise by any of the parties without the prior written   
consent of the other parties, except that Sub may assign, in its sole           
discretion, any of or all its rights, interests and obligations under this      
Agreement to Parent or to any direct or indirect wholly owned subsidiary of     
Parent, but no such assignment shall relieve Sub and Parent of any of its       
obligations under this Agreement. This Agreement will be binding upon, inure    
to the benefit of, and be enforceable by, the parties and their respective      
successors and assigns.                                                         

9.9 Enforcement. The parties agree that irreparable damage would occur in   
the event that any of the provisions of this Agreement were not performed in    
accordance with their specific terms or were otherwise breached. It is          
accordingly agreed that the parties shall be entitled to an injunction or       
injunctions to prevent breaches of this Agreement and to enforce specifically   
the terms and provisions of this Agreement in any court of the United States    
located in the State of Delaware or in Delaware state court, this being in      
addition to any other remedy to which they are entitled at law or in equity.    
In addition, each of the parties hereto (a) consents to submit itself to the    
personal jurisdiction of any Federal court located in the State of Delaware or  
any Delaware state court in the event any dispute arises out of this Agreement  
or any of the transactions contemplated by this Agreement, (b) agrees that it   
will not attempt to deny or defeat such personal jurisdiction by motion or      
other request for leave from any such court, or seek without the agreement of   
the other parties hereto to change the venue of such action or to obtain        
dismissal thereof on ground of forum non conveniens or similar doctrines and    

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(c) agrees that it will not bring any action relating to this Agreement or any  
of the transactions contemplated by this Agreement in any court other than a    
Federal or state court sitting in the State of Delaware.                        

IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Agreement  
to be signed by their respective officers thereunto duly authorized, all as of  
the date first written above.                                                   

PARENT:                                 SYMANTEC CORPORATION                

                                         By: _________________________________
                                         Name: _______________________________
                                         Title: ______________________________

SUB:                                    OAK ACQUISITION CORPORATION         

                                         By: _________________________________
                                         Name: _______________________________
                                         Title: ______________________________

THE COMPANY:                            QUARTERDECK CORPORATION             

                                         By: _________________________________
                                         Name: _______________________________
                                         Title: ______________________________

***AGREEMENT AND PLAN OF MERGER SIGNATURE PAGE*** 

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EXHIBIT A 

Offer 

Notwithstanding any other term of the Offer or this Agreement, Sub shall not
be required to accept for payment or, subject to any applicable rules and       
regulations of the SEC, including Rule 14e-l(c) under the Exchange Act          
(relating to Sub's obligation to pay for or return tendered shares of the       
Company Common Stock after the termination or withdrawal of the Offer), to      
accept for payment or pay for, and may delay the acceptance for payment of or,  
subject to the restriction referred to above, the payment for, any tendered     
shares, and may terminate the Offer as to any shares not then paid for unless   
(i) there shall have been validly tendered and not withdrawn prior to the       
expiration of the Offer that number of shares of the Company Common Stock       
which would, upon consummation of the Offer, then represent at least a          
majority of the Fully Diluted Shares (the "MINIMUM TENDER CONDITION") and (ii)  
any waiting period under the HSR Act applicable to the purchase of shares of    
the Company Common Stock pursuant to the Offer shall have expired or been       
terminated. The term "FULLY DILUTED SHARES" means all outstanding securities    
entitled generally to vote in the election of directors of the Company on a     
fully diluted basis, after giving effect to the exercise or conversion of all   
options, rights and securities exercisable or convertible into such voting      
securities, including all Company Options (whether or not then vested or        
exercisable), but only to the extent that any such options, rights or           
securities are exercisable or convertible into such voting securities at a per  
share price not in excess of the Offer Price. Furthermore, notwithstanding any  
other term of the Offer or this Agreement, Sub shall not be required to         
commence the Offer or to accept for payment or, subject as aforesaid, to pay    
for any shares of the Company Common Stock not theretofore accepted for         
payment or paid for, and may terminate or amend the Offer, if, at any time      
after the Agreement Date and before the time of acceptance of such shares for   
payment or the payment therefor, any of the following events shall occur (or    
shall be determined by Parent in good faith to have occurred):                  

(a) there shall be pending any suit, action or proceeding brought by or on  
behalf of any Governmental Entity (or the staff of the Federal Trade            
Commission or the staff of the Antitrust Division of the Department of Justice  
shall have recommended the commencement of such), any shareholder of Company    
or any other person or party directly or indirectly (i) challenging the         
acquisition by Parent or Sub of any shares of the Company Common Stock,         
seeking to restrain or prohibit the making or consummation of the Offer or the  
Merger or the performance of any of the other transactions contemplated by      
this Agreement, or alleging, (on grounds that Sub reasonably and in good faith  
determines are reasonably likely to result in financial exposure to the         
Company in excess of available insurance coverage and/or proceeds), that any    
such acquisition or other transaction relates to, involves or constitutes a     
violation by the Company or its directors of federal securities law or          
applicable corporate statutes or principles, (ii) seeking to prohibit or limit  
the ownership or operation by the Company, Parent or any of their respective    
subsidiaries of a material portion of the business or assets of the Company     
and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken   
as a whole, or to compel the Company or Parent to dispose of or hold separate   
any material portion of the business or assets of the Company and its           
Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a      
whole, as a result of the Offer or any of the other transactions contemplated   
by this Agreement, (iii) seeking to impose material limitations on the ability  
of Parent or Sub to acquire or hold, or exercise full rights of ownership of,   
any shares of the Company Common Stock accepted for payment pursuant to the     
Offer including without limitation the right to vote the Company Common Stock   
accepted for payment by it on all matters properly presented to the             
stockholders of the Company, (iv) seeking to prohibit Parent or any of its      
Subsidiaries from effectively managing or controlling in any material respect   
the business or operations of the Company and its Subsidiaries taken as a       
whole, (v) which is reasonably likely to result in a Material Adverse Effect    
or (vi) seeking to impose a material condition to the Offer, the Merger or      
this Agreement which would be materially adverse to Parent; provided that in    
the case of any such suit, action or proceeding by any person other than a      
Governmental Entity, such suit, action or proceeding could reasonably be        
expected to result in a Material Adverse Effect;                                

(b) there shall be any statute, rule, regulation, judgment, order or        
injunction enacted, entered, enforced, promulgated or deemed applicable to the  
Offer or the Merger, or any other action shall be taken by any                  

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Governmental Entity or court, other than the application to the Offer or the    
Merger of applicable waiting periods under the HSR Act, that is reasonably      
likely to result in any of the consequences referred to in clauses (i) through  
(vi) of paragraph (a) above;                                                    

(c) there shall have occurred since June 30, 1998 any Material Adverse      
Change;                                                                         

(d) either (i) the Board of Directors of the Company or any committee       
thereof shall have failed to recommend the Offer, the Merger or this            
Agreement, including any failure to include such recommendation in the          
Schedule 14D-9, or shall have so resolved; or (ii) the Board of Directors of    
the Company or any committee thereof shall have withdrawn or modified           
(including without limitation by amendment of the Company's Schedule 14D-9) in  
a manner adverse to Parent or Sub its approval or recommendation of the Offer,  
the Merger or this Agreement and the Company Ancillary Agreements, shall have   
approved or recommended any takeover proposal (provided that a statement that   
states that a takeover proposal is under consideration by the Company's board   
of directors or management and states that the Company will, at a future date,  
take a position with respect to such takeover proposal, without making any      
adverse statements with respect to the Offer, shall not be deemed to            
constitute such a withdrawal, modification, approval or recommendation); or     
shall have authorized the redemption or amendment of the Rights Agreement       
after the Company has received any takeover proposal (other than the Rights     
Amendment in accordance with Section 6.9 of this Agreement) or shall have       
resolved to do any of the foregoing;                                            

(e) either (i) any person, entity or "group" (as defined in Section 13(d)(3)
of the Exchange Act) other than Parent and Sub acquired beneficial ownership    
of 35% or more of the outstanding Shares; or (ii) the Board of Directors of     
the Company or any committee thereof upon a request to reaffirm the Company's   
approval or recommendation of the Offer, the Merger or this Agreement, shall    
have failed to do so within three business days after such request is made or   
shall have so resolved;                                                         

(f) any of the representations and warranties of the Company set forth in   
Section 4.1 shall not be true and correct in all material respects (without     
regard to any qualification therein as to the Company's knowledge) as a result  
of any facts or circumstances that have a Material Adverse Effect;              

(g) the Company shall have breached or failed to perform in any material    
respect any obligation or to comply in any material respect with any agreement  
or covenant of the Company to be performed or complied with by it pursuant to   
this Agreement and the same shall have a Material Adverse Effect;               

(h) this Agreement shall have been terminated in accordance with its terms; 
or                                                                              

(i) any voluntary, involuntary or ancillary petition in bankruptcy shall    
have been instituted under Title 11 to the United States Code with respect to   
the Company as a debtor or alleged debtor and not dismissed; which, in the      
reasonable good faith judgment of Sub or Parent, in any such case, and          
regardless of the circumstances giving rise to any such condition (other than   
any action or inaction by Parent or any of its Subsidiaries which constitutes   
a breach of this Agreement), makes it inadvisable to proceed with such          
acceptance for payment or payment.                                              

The foregoing conditions are for the sole benefit of Sub and Parent and     
their respective affiliates and may be asserted by Sub or Parent regardless of  
the circumstances giving rise to such condition (other than any action or       
inaction by Parent or any of its Subsidiaries which constitutes a breach of     
this Agreement) or may be waived (except for the Minimum Tender Condition,      
which can only be waived with the consent of the Company) by Sub and Parent in  
whole or in part at any time and from time to time in their sole discretion.    
The failure by Parent, Sub or any other affiliate of Parent at any time to      
exercise any of the foregoing rights shall not be deemed a waiver of any such   
right, the waiver of any such right with respect to particular facts and        
circumstances shall not be deemed a waiver with respect to any other facts and  
circumstances and each such right shall be deemed an ongoing right that may be  
asserted at any time and from time to time prior to the expiration of the       
Offer.                                                                          

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ANNEX II  

SECTION 262 OF THE GENERAL CORPORATION  
LAW OF THE STATE OF DELAWARE  

SECTION 262--Appraisal Rights.                                                  

(a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to subsection (d) of this        
section with respect to such shares, who continuously holds such shares         
through the effective date of the merger or consolidation, who has otherwise    
complied with subsection (d) of this section and who has neither voted in       
favor of the merger or consolidation nor consented thereto in writing pursuant  
to sec. 228 of this title shall be entitled to an appraisal by the Court of     
Chancery of the fair value of the stockholder's shares of stock under the       
circumstances described in subsections (b) and (c) of this section. As used in  
this section, the word "stockholder" means a holder of record of stock in a     
stock corporation and also a member of record of a nonstock corporation; the    
words "stock" and "share" mean and include what is ordinarily meant by those    
words and also membership or membership interest of a member of a nonstock      
corporation; and the words "depository receipt" mean a receipt or other         
instrument issued by a depository representing an interest in one or more       
shares, or fractions thereof, solely of stock of a corporation, which stock is  
deposited with the depository.                                                  

(b) Appraisal rights shall be available for the shares of any class or      
series of stock of a constituent corporation in a merger or consolidation to    
be effected pursuant to sec. 251 (other than a merger effected pursuant to      
sec. 251(g) of this title), sec. 252, sec. 254, sec. 257, sec. 258, sec. 263    
or sec. 264 of this title:                                                      

(1) Provided, however, that no appraisal rights under this section shall
be available for the shares of any class or series of stock, which stock,   
or depository receipts in respect thereof, at the record date fixed to      
determine the stockholders entitled to receive notice and to vote at the    
meeting of stockholders to act upon the agreement of merger or              
consolidation, were either (i) listed on a national securities exchange or  
designated as a national market system security on an interdealer quotation 
system by the National Association of Securities Dealers, Inc. or (ii) held 
of record by more than 2,000 holders; and further provided that no          
appraisal rights shall be available for any shares of stock of the          
constituent corporation surviving a merger if the merger did not require    
for its approval the vote of the stockholders of the surviving corporation  
as provided in subsection (f) of sec. 251 of this title.                    

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights  
under this section shall be available for the shares of any class or series 
of stock of a constituent corporation if the holders thereof are required   
by the terms of an agreement of merger or consolidation pursuant to sec.    
251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock 
anything except:                                                            

a. Shares of stock of the corporation surviving or resulting from   
such merger or consolidation, or depository receipts in respect         
thereof;                                                                

b. Shares of stock of any other corporation, or depository receipts 
in respect thereof, which shares of stock (or depository receipts in    
respect thereof) or depository receipts at the effective date of the    
merger or consolidation will be either listed on a national securities  
exchange or designated as a national market system security on an       
interdealer quotation system by the National Association of Securities  
Dealers, Inc. or held of record by more than 2,000 holders;             

c. Cash in lieu of fractional shares or fractional depository       
receipts described in the foregoing subparagraphs a. and b. of this     
paragraph; or                                                           

d. Any combination of the shares of stock, depository receipts and  
cash in lieu of fractional shares or fractional depository receipts     
described in the foregoing subparagraphs a., b. and c. of this          
paragraph.                                                              

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(3) In the event all of the stock of a subsidiary Delaware corporation  
party to a merger effected under sec. 253 of this title is not owned by the 
parent corporation immediately prior to the merger, appraisal rights shall  
be available for the shares of the subsidiary Delaware corporation.         

(c) Any corporation may provide in its certificate of incorporation that    
appraisal rights under this section shall be available for the shares of any    
class or series of its stock as a result of an amendment to its certificate of  
incorporation, any merger or consolidation in which the corporation is a        
constituent corporation or the sale of all or substantially all of the assets   
of the corporation. If the certificate of incorporation contains such a         
provision, the procedures of this section, including those set forth in         
subsections (d) and (e) of this section, shall apply as nearly as is            
practicable.                                                                    

(d) Appraisal rights shall be perfected as follows:                         

(1) If a proposed merger or consolidation for which appraisal rights are
provided under this section is to be submitted for approval at a meeting of 
stockholders, the corporation, not less than 20 days prior to the meeting,  
shall notify each of its stockholders who was such on the record date for   
such meeting with respect to shares for which appraisal rights are          
available pursuant to subsections (b) or (c) hereof that appraisal rights   
are available for any or all of the shares of the constituent corporations, 
and shall include in such notice a copy of this section. Each stockholder   
electing to demand the appraisal of his shares shall deliver to the         
corporation, before the taking of the vote on the merger or consolidation,  
a written demand for appraisal of his shares. Such demand will be           
sufficient if it reasonably informs the corporation of the identity of the  
stockholder and that the stockholder intends thereby to demand the          
appraisal of his shares. A proxy or vote against the merger or              
consolidation shall not constitute such a demand. A stockholder electing to 
take such action must do so by a separate written demand as herein          
provided. Within 10 days after the effective date of such merger or         
consolidation, the surviving or resulting corporation shall notify each     
stockholder of each constituent corporation who has complied with this      
subsection and has not voted in favor of or consented to the merger or      
consolidation of the date that the merger or consolidation has become       
effective; or                                                               

(2) If the merger or consolidation was approved pursuant to sec. 228 or 
sec. 253 of this title, each constituent corporation, either before the     
effective date of the merger or consolidation or within ten days            
thereafter, shall notify each of the holders of any class or series of      
stock of such constituent corporation who are entitled to appraisal rights  
of the approval of the merger or consolidation and that appraisal rights    
are available for any or all shares of such class or series of stock of     
such constituent corporation, and shall include in such notice a copy of    
this section; provided that, if the notice is given on or after the         
effective date of the merger or consolidation, such notice shall be given   
by the surviving or resulting corporation to all such holders of any class  
or series of stock of a constituent corporation that are entitled to        
appraisal rights. Such notice may, and, if given on or after the effective  
date of the merger or consolidation, shall, also notify such stockholders   
of the effective date of the merger or consolidation. Any stockholder       
entitled to appraisal rights may, within 20 days after the date of mailing  
of such notice, demand in writing from the surviving or resulting           
corporation the appraisal of such holder's shares. Such demand will be      
sufficient if it reasonably informs the corporation of the identity of the  
stockholder and that the stockholder intends thereby to demand the          
appraisal of such holder's shares. If such notice did not notify            
stockholders of the effective date of the merger or consolidation, either   
(i) each such constituent corporation shall send a second notice before the 
effective date of the merger or consolidation notifying each of the holders 
of any class or series of stock of such constituent corporation that are    
entitled to appraisal rights of the effective date of the merger or         
consolidation or (ii) the surviving or resulting corporation shall send     
such a second notice to all such holders on or within 10 days after such    
effective date; provided, however, that if such second notice is sent more  
than 20 days following the sending of the first notice, such second notice  
need only be sent to each stockholder who is entitled to appraisal rights   
and who has demanded appraisal of such holder's shares in accordance with   
this subsection. An affidavit of the secretary or assistant secretary or of 
the transfer agent of the corporation that is required to give either       
notice that such notice has been given shall, in the absence of fraud, be   
prima facie evidence of the facts stated therein. For purposes of           
determining the stockholders                                                

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entitled to receive either notice, each constituent corporation may fix, in 
advance, a record date that shall be not more than 10 days prior to the     
date the notice is given, provided, that if the notice is given on or after 
the effective date of the merger or consolidation, the record date shall be 
such effective date. If no record date is fixed and the notice is given     
prior to the effective date, the record date shall be the close of business 
on the date next preceding the day on which the notice is given.            

(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied      
with subsections (a) and (d) hereof and who is otherwise entitled to appraisal  
rights, may file a petition in the Court of Chancery demanding a determination  
of the value of the stock of all such stockholders. Notwithstanding the         
foregoing, at any time within 60 days after the effective date of the merger    
or consolidation, any stockholder shall have the right to withdraw his demand   
for appraisal and to accept the terms offered upon the merger or                
consolidation. Within 120 days after the effective date of the merger or        
consolidation, any stockholder who has complied with the requirements of        
subsections (a) and (d) hereof, upon written request, shall be entitled to      
receive from the corporation surviving the merger or resulting from the         
consolidation a statement setting forth the aggregate number of shares not      
voted in favor of the merger or consolidation and with respect to which         
demands for appraisal have been received and the aggregate number of holders    
of such shares. Such written statement shall be mailed to the stockholder       
within 10 days after his written request for such a statement is received by    
the surviving or resulting corporation or within 10 days after expiration of    
the period of delivery of demands for appraisal under subsection (d) hereof,    
whichever is later.                                                             

(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall  
within 20 days after such service file in the office of the Register in         
Chancery in which the petition was filed a duly verified list containing the    
names and addresses of all stockholders who have demanded payment for their     
shares and with whom agreements as to the value of their shares have not been   
reached by the surviving or resulting corporation. If the petition shall be     
filed by the surviving or resulting corporation, the petition shall be          
accompanied by such a duly verified list. The Register in Chancery, if so       
ordered by the Court, shall give notice of the time and place fixed for the     
hearing of such petition by registered or certified mail to the surviving or    
resulting corporation and to the stockholders shown on the list at the          
addresses therein stated. Such notice shall also be given by 1 or more          
publications at least 1 week before the day of the hearing, in a newspaper of   
general circulation published in the City of Wilmington, Delaware or such       
publication as the Court deems advisable. The forms of the notices by mail and  
by publication shall be approved by the Court, and the costs thereof shall be   
borne by the surviving or resulting corporation.                                

(g) At the hearing on such petition, the Court shall determine the          
stockholders who have complied with this section and who have become entitled   
to appraisal rights. The Court may require the stockholders who have demanded   
an appraisal for their shares and who hold stock represented by certificates    
to submit their certificates of stock to the Register in Chancery for notation  
thereon of the pendency of the appraisal proceedings; and if any stockholder    
fails to comply with such direction, the Court may dismiss the proceedings as   
to such stockholder.                                                            

(h) After determining the stockholders entitled to an appraisal, the Court  
shall appraise the shares, determining their fair value exclusive of any        
element of value arising from the accomplishment or expectation of the merger   
or consolidation, together with a fair rate of interest, if any, to be paid     
upon the amount determined to be the fair value. In determining such fair       
value, the Court shall take into account all relevant factors. In determining   
the fair rate of interest, the Court may consider all relevant factors,         
including the rate of interest which the surviving or resulting corporation     
would have had to pay to borrow money during the pendency of the proceeding.    
Upon application by the surviving or resulting corporation or by any            
stockholder entitled to participate in the appraisal proceeding, the Court      
may, in its discretion, permit discovery or other pretrial proceedings and may  
proceed to trial upon the appraisal prior to the final determination of the     
stockholder entitled to an appraisal. Any stockholder whose name appears on     
the list filed by the surviving or resulting corporation pursuant to            
subsection (f) of this section and who has submitted his certificates of stock  
to the Register in Chancery, if such is required, may participate fully in all  
proceedings until it is finally determined that he is not entitled to           
appraisal rights under this section.                                            

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(i) The Court shall direct the payment of the fair value of the shares,     
together with interest, if any, by the surviving or resulting corporation to    
the stockholders entitled thereto. Interest may be simple or compound, as the   
Court may direct. Payment shall be so made to each such stockholder, in the     
case of holders of uncertificated stock forthwith, and the case of holders of   
shares represented by certificates upon the surrender to the corporation of     
the certificates representing such stock. The Court's decree may be enforced    
as other decrees in the Court of Chancery may be enforced, whether such         
surviving or resulting corporation be a corporation of this State or of any     
state.                                                                          

(j) The costs of the proceeding may be determined by the Court and taxed    
upon the parties as the Court deems equitable in the circumstances. Upon        
application of a stockholder, the Court may order all or a portion of the       
expenses incurred by any stockholder in connection with the appraisal           
proceeding, including, without limitation, reasonable attorney's fees and the   
fees and expenses of experts, to be charged pro rata against the value of all   
the shares entitled to an appraisal.                                            

(k) From and after the effective date of the merger or consolidation, no    
stockholder who has demanded his appraisal rights as provided in subsection     
(d) of this section shall be entitled to vote such stock for any purpose or to  
receive payment of dividends or other distributions on the stock (except        
dividends or other distributions payable to stockholders of record at a date    
which is prior to the effective date of the merger or consolidation);           
provided, however, that if no petition for an appraisal shall be filed within   
the time provided in subsection (e) of this section, or if such stockholder     
shall deliver to the surviving or resulting corporation a written withdrawal    
of his demand for an appraisal and an acceptance of the merger or               
consolidation, either within 60 days after the effective date of the merger or  
consolidation as provided in subsection (e) of this section or thereafter with  
the written approval of the corporation, then the right of such stockholder to  
an appraisal shall cease. Notwithstanding the foregoing, no appraisal           
proceeding in the Court of Chancery shall be dismissed as to any stockholder    
without the approval of the Court, and such approval may be conditioned upon    
such terms as the Court deems just.                                             

(l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to   
the merger or consolidation shall have the status of authorized and unissued    
shares of the surviving or resulting corporation. (Last amended by Ch. 349, L.  
'96, eff. 7-1-96).                                                              

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ANNEX III 

FAIRNESS OPINION OF BROADVIEW INTERNATIONAL LLC 

                                                                  CONFIDENTIAL

Board of Directors                                                              
Quarterdeck Corporation                                                         
13160 Mindanao Way                                                              
Marina del Rey, CA 90292-9705                                                   

Dear Members of the Board:                                                      

We understand that Symantec Corporation ("Symantec" or the "Parent"), Oak   
Acquisition Corporation, a wholly owned subsidiary of Parent ("Sub"), and       
Quarterdeck Corporation ("Quarterdeck" or the "Company") propose to enter into  
an Agreement and Plan of Merger (the "Agreement") pursuant to which, Parent     
proposes to cause Sub to make a tender offer (the "Offer") to purchase all the  
issued and outstanding shares of Common Stock of the Company (the "Company      
Common Stock"), at a price per share of not less than $0.52 (the "Offer         
Price") and, subsequently merge with and into the Company (the "Merger"), with  
each share of Quarterdeck Common Stock not tendered pursuant to the offer       
being converted into the right to receive the Offer Price. Quarterdeck's        
obligations under the Convertible Notes (as defined in the Agreement) will be   
assumed by the surviving corporation in the Merger. The terms and conditions    
of the above described Merger are more fully detailed in the Agreement.         

For purposes of this opinion, we have relied on management's assumption and 
expectation that all issued and outstanding shares of Company Preferred Stock   
(as defined in the Agreement) and Company warrants will be converted into       
16,030,189 shares of Quarterdeck Common Stock upon commencement of the offer.   

You have requested our opinion as to whether the Offer Price is fair, from a
financial point of view, to Quarterdeck shareholders.                           

Broadview International LLC focuses on providing merger and acquisition     
advisory services to information technology ("IT") companies. In this           
capacity, we are continually engaged in valuing such businesses, and we         
maintain an extensive database of IT mergers and acquisitions for comparative   
purposes. We are currently acting as financial advisor to the Quarterdeck       
Board of Directors and will receive a fee from Quarterdeck upon the successful  
conclusion of the Merger.                                                       

In rendering our opinion, we have, among other things:                      

1.) reviewed the terms of the Agreement and Plan of Merger and the      
associated exhibits thereto in the form of the draft dated October 15, 1998 
furnished to us by Fenwick & West on October 15, 1998 (which, for the       
purposes of this opinion, we have assumed, with your permission, to be      
identical in all material respects to the agreement to be executed);        

2.) reviewed Quarterdeck's annual report and Form 10-K for the fiscal   
year ended September 30, 1997, including the audited financial statements   
included therein, and Quarterdeck's Form 10-Q for the quarterly period      
ended June 30, 1998, including the unaudited financial statements included  
therein;                                                                    

3.) reviewed certain internal financial and operating information,      
including certain projections for the fiscal year ending September 30,      
1999, relating to Quarterdeck prepared by Quarterdeck management;           

4.) participated in discussions with Quarterdeck management concerning  
the operations, business strategy, financial performance and prospects for  
Quarterdeck;                                                                

5.) discussed with Quarterdeck management its view of the strategic     
rationale for the Merger;                                                   

6.) reviewed the recent reported closing prices and trading activity for
Quarterdeck Common Stock;                                                   

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7.) compared certain aspects of the financial performance of Quarterdeck
with public companies we deemed comparable;                                 

8.) analyzed available information, both public and private, concerning 
other mergers and acquisitions we believe to be comparable in whole or in   
part to the Merger;                                                         

9.) reviewed Symantec's annual report and Form 10-K for the fiscal year 
ended March 31, 1998, including the audited financial statements included   
therein, and Symantec's quarterly report on Form 10-Q for the quarterly     
period ended June 30, 1998, including the unaudited financial information   
included therein;                                                           

10.) discussed with Symantec management its view of the strategic       
rationale for the Merger;                                                   

11.) reviewed recent equity analyst reports covering Symantec;          

 12.) assisted in negotiations and discussions related to the Merger among
Quarterdeck, Symantec and their financial and legal advisors;               

 13.) conducted other financial studies, analyses and investigations as we
deemed appropriate for purposes of this opinion.                            

In rendering our opinion, we have relied, without independent verification, 
on the accuracy and completeness of all the financial and other information     
(including without limitation the representations and warranties contained in   
the Agreement) that was publicly available or furnished to us by Quarterdeck    
or Symantec. With respect to the financial projections examined by us, we have  
assumed that they were reasonably prepared and reflected the best available     
estimates and good faith judgment of the management of Quarterdeck as to the    
future performance of Quarterdeck. We have neither made nor obtained an         
independent appraisal or valuation of any of Quarterdeck's assets.              

Based upon and subject to the foregoing, we are of the opinion that the     
Offer Price to be paid in the Merger is fair, from a financial point of view,   
to Quarterdeck shareholders.                                                    

For purposes of this Opinion, we have assumed that neither Quarterdeck nor  
Symantec is currently involved in any material transaction other than the       
Merger and those activities undertaken in the ordinary course of conducting     
their respective businesses. Our opinion is necessarily based upon market,      
economic, financial and other conditions as they exist and can be evaluated as  
of the date of this opinion, and any change in such conditions may impact this  
opinion.                                                                        

This opinion speaks only as of the date hereof and may be relied upon only  
by the Board of Directors of Quarterdeck in connection with its consideration   
of the Merger and does not constitute a recommendation to any Quarterdeck       
shareholder as to whether such shareholder should tender his shares or as to    
how such shareholder should vote on the Merger. This opinion may not be         
published or referred to, in whole or part, without our prior written           
permission, which shall not be unreasonably withheld. Broadview hereby          
consents to references to, and the inclusion of this opinion in its entirety    
in the tender offer documents and proxy statement, if any, to be distributed    
to Quarterdeck shareholders in connection with the tender offer and the         
Merger, respectively.                                                           

              Sincerely,

        LOGO

                               BROADVIEW INTERNATIONAL LLC

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
		9/30/00		18
		9/30/99		12		86
		3/31/99		4		35
For Period End:		3/29/99		2		13
Filed on:		3/1/99							10-K/A,  8-K
		2/26/99		3		5
		2/24/99		4					8-K
		2/16/99		8
		2/12/99		12					10-Q
		2/1/99		40
		1/31/99		4		35
		12/31/98		11		75			10-Q
		11/18/98		22
		11/17/98		2		41			8-K,  SC 14D1/A
		11/16/98		22
		11/13/98		10		30
		11/4/98		40
		11/3/98		10		30
		10/20/98		41					8-K
		10/19/98		1		41			8-K,  SC 14D1,  SC 14D9
		10/16/98		12		19
		10/15/98		2		86			8-K
		10/14/98		20		25
		10/13/98		19
		10/9/98		35		36			8-K
		10/7/98		19
		10/3/98		19
		10/1/98		38
		9/30/98		11		68			10-K,  10-K/A
		9/24/98		18
		9/23/98		18
		9/21/98		18
		9/18/98		18
		9/17/98		18		20
		9/15/98		18
		9/13/98		18
		9/11/98		18
		9/2/98		20
		8/27/98		17
		8/10/98		17
		8/4/98		17		23			8-K
		7/13/98		17
		7/6/98		17
		6/30/98		17		87			10-Q
		6/25/98		27					8-K
		6/24/98		17
		6/3/98		17
		4/3/98		64
		3/31/98		23		87			10-Q,  8-K
		11/4/97		35
		10/3/97		25					8-K
		10/1/97		51
		9/30/97		12		86			10-K,  8-K
		6/19/97		16		22
		5/22/97		16		22
		1/1/97		25
		3/28/96		11		38			8-K,  8-K/A
		3/1/96		47
		1/1/96		24
		6/30/95		11		38
		10/1/94		59
		10/1/93		59
		8/11/92		63
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