SYBASE AND POWERSOFT SIGN DEFINITIVE MERGER AGREEMENT

Merger of Fastest Growing Database and Tools Companies Creates the
Worldwide Leader in Client/Server Software

BOSTON, MA, November 14, 1994 -- Sybase, Inc. (NASDAQ: SYBS) and Powersoft
Corporation (NASDAQ: PWRS) today jointly announced that the companies'
boards of directors have unanimously approved a definitive agreement to
merge and create the worldwide leader in client/server software.

Under terms of the merger agreement, Powersoft shareholders will receive
1.6 Sybase shares for each Powersoft share. The transaction is expected to
be tax-free to both companies' shareholders and to be accounted for on a
pooling-of-interests basis. The merger is subject to a number of standard
conditions including regulatory approvals and approval by the stockholders
of each company.

Mark Hoffman, Sybase chairman, CEO and president, commented, "This merger
will create the worldwide leader in client/server software. Separately,
Sybase and Powersoft now have the number one positions in client/server
tools, database connectivity, and based on our third quarter numbers, the
highest growth rate for database servers. The combination of the two
companies strengthens our expertise, distribution, and product solutions
to scale from the desktop to the enterprise."

The combined company will have trailing twelve months revenues (third
quarter, 1994) of $730 million, making it the seventh largest software
company in the world. Its combined year-over-year growth rate of 75
percent makes it the fastest growing company of the top ten software
companies worldwide. Based on balance sheets as of September 30, the
combined company will have over $236 million in cash and equity of
approximately $365 million.

Company Operations

Under terms of the agreement, Powersoft will operate as an independent
subsidiary of Sybase, Inc. David Litwack, Powersoft president, will report
to Dave Peterschmidt, Sybase chief operating officer. Mitchell Kertzman,
Powersoft CEO, will report to Mark Hoffman. Kertzman and one other
Powersoft director, to be named, will hold new seats on the Sybase board.

The merged company will continue its commitment to open systems. Powersoft
will remain an open database tools provider. Sybase will continue its
strategy of working with multiple tools -- those of other independent
client/server tools companies as well as its own. Sybase's Windows
application development tool, Build Momentum, will be held in controlled
release, pending exploration of product synergies.

Kertzman commented, "Powersoft and Sybase have had a long-standing
partnership which underscores the strength of this merger. The biggest
winners are customers who will have the best of both worlds. They can do
business with a single source for the broadest range of the best
client/server products. Alternatively, customers requiring open solutions
can be secure in the knowledge that the products they choose from
Powersoft and Sybase are the best in their class and will interoperate
with all other RDBMS, tools, and connectivity products."

Leaders in Client/Server

Sybase, Inc. is one of the fastest growing suppliers of client/server-based
software products and services worldwide. The company is the second
largest RDBMS vendor worldwide, and the leading provider of database
connectivity/interoperability software. Sybase develops and markets the
System 10 family of database servers, connectivity software, and database
administration products; the Momentum family of application development
tools; and Intermedia interactive multimedia products.

Powersoft develops and markets the Powersoft Enterprise Series, the first
family of scalable tools that encompasses the application development and
data access needs of professional developers and end users across the
enterprise. According to The META Group, an independent market
research/consulting firm, Powersoft is the leading client/server tools
company, with approximately 40 percent market share worldwide.

Complementary Strengths

Sybase and Powersoft share a commitment to open architecture and have
complementary strengths and focuses in the client/server industry. In
terms of products, Sybase has concentrated on servers, while Powersoft's
emphasis is on the client. From a platform perspective, Sybase's focus has
historically been UNIX, with a growing installed base of Novell NetWare,
Microsoft Windows NT, and OS/2. Powersoft's strength has been products for
PCs running MS Windows, with recently announced support for UNIX and
Macintosh platforms. Sybase's distribution is primarily through its direct
sales organization, complemented by VARs, systems integrators, and
international distributors. Powersoft's focus has been on resellers,
complemented by a direct sales force. Both companies share a common vision
of open architecture, with Sybase's focus on providing database
connectivity products and ensuring support for multiple tools, and
Powersoft committed to supporting the leading RDBMSs and other
client/server development technologies.

Both companies develop and market key products in addition to those listed
above. Sybase provides a full line of client/server tools, connectivity,
database administration and interactive multimedia products. Watcom, a
division of Powersoft, develops and markets high performance application
development tools and databases, including language products and Watcom's
PC-based client/server SQL database servers.

Leveraging Customer and Distribution Synergies

Sybase and Powersoft have worked cooperatively for the past four years to
provide solutions to customers. Powersoft estimates that 50 percent of its
customer base uses Powersoft tools with SYBASE SQL Server databases.
Sybase estimates that 30 percent of its SQL Server customers develop
applications with Powersoft tools.

Sybase and Powersoft will leverage their respective distribution and
partner strengths. The combined company will have more than 2,000
independent software vendor and application partners. Sybase markets its
products worldwide through its direct sales force, telesales,
distributors, OEMs, VARs, and systems integrators. The company currently
has more than 35 North American sales offices and 15 subsidiaries and 27
distributors worldwide. Powersoft markets its products worldwide through
resellers, international distributors, and a direct sales force.
Specifically, Powersoft has approximately 450 value added resellers in
North America, 600 resellers worldwide, and a direct sales organization of
approximately 150 in North America. Internationally, Powersoft has eight
subsidiaries and 17 distributors.

Financial Strength

Sybase, headquartered in Emeryville, CA, reported 1993 sales of $427
million, an increase of 61 percent over 1992. Its revenues for the last
twelve months through the third quarter of 1994 were $617 million,
representing a year-over-year growth rate of 67 percent.

Powersoft, headquartered in Concord, MA, reported 1993 sales of $57
million, an increase of 118 percent over 1992. Its revenues of the last
twelve months through the third quarter of 1994 were $113 million,
representing a year-over-year growth rate of 146 percent.

Sybase, Inc. is being advised in this transaction by Bear, Stearns & Co.
Inc., and Unterberg Harris. Powersoft is being advised by Goldman, Sachs
and Co.

Sybase Inc
6475 Christie Ave
Emeryville, CA 04608
510-596-3500;  Fax: 510-658-9441

 ============================================================
 From the  'New Product Information'  Electronic News Service
 on AOL (Keyword = New Products) & Delphi (GO BUSINESS PROD)
 ============================================================
 This information was processed from data provided by the 
 company or author mentioned. For additional details, please 
 contact them directly at the address/phone number indicated.
 OmniPage Pro is now used for converting all printed input! 
 ============================================================
 All submissions for this service should be addressed to:
 BAKER ENTERPRISES,  20 Ferro Dr,  Sewell, NJ  08080  U.S.A.
 Email: RBakerPC (AOL/Delphi), rbakerpc@delphi.com (Internet)
 ============================================================
