SYBASE AND POWERSOFT MERGER COMPLETED, CREATING WORLDWIDE LEADER IN
CLIENT/SERVER SOFTWARE

Company Sets New Client/Server Agenda With Leading Products, Proven
Commitment To Open Architecture And Multi-Channel Distribution

EMERYVILLE, CA, Feb. 13, 1995 -- Sybase, Inc., the Enterprise Client/Server
Company and Powersoft Corporation today announced the completion of the
merger of the two companies. Sybase is the second largest relational
database company worldwide, and Powersoft is the number one vendor of
client/server development tools.

As consideration for the merger, Sybase issued approximately 17.8 million
common shares and assumed Powersoft option plans. Terms of the merger
agreement provided Powersoft shareholders with 1.6 Sybase shares in
exchange for each Powersoft share. The transaction was accounted for on a
tax-free, pooling of interests basis and is valued at approximately $875
million.

"This merger is a strategic milestone in the relatively brief, but
explosive, history of client/server computing," stated Mark Hoffman,
Sybase chairman, chief executive officer and president. "In one stroke,
Sybase and Powersoft have created the worldwide client/server software
leader -- and the first software company with leading products in the
three major client/server categories of tools, databases and
interoperability."

In fiscal year 1994, the combined company had annual revenues of $826
million, with over $250 million in cash and equity of approximately $400
million. With a combined annual revenue growth rate of 71 percent, the new
entity is the fastest growing top-ten software company and the seventh
largest software company in the world.

Company Mission

The Sybase/Powersoft mission is to enable customers to stay competitive and
adapt rapidly to business changes. The company's comprehensive software
and services consist of relational databases, application development
tools, systems management tools, interoperability software, interactive
multimedia systems and customer service and support worldwide.

"Since its inception, Powersoft has been committed to delivering
industry-leading development tools that meet customers' needs for
multi-vendor support in an open computing environment," said Mitchell
Kertzman, Powersoft chief executive officer. "Now, the combined entity has
the technology strength, support organization and distribution
infrastructure to make client/server computing an even more productive
platform for every level of the enterprise."

The combined entity remains fully committed to open systems and
multi-vendor support. Powersoft will operate as an independent subsidiary
of Sybase, Inc. It will continue to optimize its products for each leading
relational DBMS. Sybase will continue to work with third party tools
vendors as well.

Merged Operations

Sybase and Powersoft announced their intention to merge in November 1994.
Since then, the companies have moved rapidly in making decisions
concerning merged operations. The following actions take place
immediately:

* Powersoft takes responsibility for the Sybase tools mission;
* Sybase achieves desktop to enterprise server scalability through
  the combination of Powersoft's Watcom SQL shrink-wrap database
  with Sybase SQL Server;
* Powersoft leverages the Sybase distribution channel: Sybase sales
  force will begin selling Powersoft products within Powersoft's
  cooperative channel distribution model.

In terms of reporting structure, Mitchell Kertzman, Powersoft chief
executive officer, reports to Mark Hoffman. Dave Litwack, Powersoft
president, reports to Dave Peterschmidt, Sybase chief operating officer.
Kertzman, Frank Ingari, president and chief executive officer of Shiva
Corporation, and L. William Krause, president and chief executive officer
of Storm Technology, Inc. -- all Powersoft board members -- hold new seats
on the Sybase board of directors.

Further product, distribution and service/support plans to leverage the
unique strengths of each organization are in place and will be fully
implemented by the end of 1995.

Market-Leading Products

The combined company currently has number one market share in client/server
development tools, number one market share for client/server
interoperability, and the number one position in server revenue growth
among the major independent relational DBMS companies. Merged operations
offer benefits in database, tools and support for open architecture.

Database Strategy

Sybase/Powersoft offers database customers unparalleled desktop to
enterprise scalability. Powersoft's PC-based Watcom SQL database servers
complement Sybase's existing workgroup and enterprise SQL Server product
line.

The company's development focus in 1995 is to provide application
transparency between Watcom SQL databases and Sybase SQL Server. In
December, the companies publicly demonstrated a working prototype of
Transact SQL support in the Watcom database.

Tools Strategy

Plans resulting from the merger assign Powersoft responsibility for the
Sybase database tools mission. As a result, PowerBuilder becomes Sybase's
core application development tool, replacing Build Momentum In addition,
Sybase's Enterprise Momentum project has been discontinued and the mission
for modeling and application generation from models is moved to
Powersoft.

Sybase's Gain Momentum multimedia tool remains part of Sybase's New Media
division. The New Media division has a separate charter to provide
software for an emerging market where companies and customers interact
over networks to buy and sell goods and services.

Open Architecture

Sybase/Powersoft remains committed to open architecture and multi-vendor
support. Powersoft will continue to optimize its products for each
relational DBMS -- with native drivers and support for high performance
features. Sybase will continue to work with other independent
client/server tools companies, as it has historically. The company
currently works with over 1,800 independent software vendors, including
Microsoft, Uniface, Borland, Gupta, Bachman and Texas Instruments.

Multi-Channel Distribution

The merged company is unique in its strong, multi-channel distribution.
Sybase has established a world-class direct sales organization, consisting
of 75 sales offices and 41 distributors in 45 countries worldwide.
Powersoft is widely known as a pioneer of innovative client/server
channels, including corporate resellers, systems integrators and specialty
catalogs.

Distribution

As a result of the merger, Powersoft will leverage Sybase's direct sales
force in enterprise-level opportunities. The Sybase sales organization
will begin selling Powersoft products effective immediately. The company
has established cross-compensation incentives to maintain synergy and
cooperation with Powersoft's existing channel.

Support and Services

Sybase/Powersoft will offer customers the option of single point of contact
support. Those customers who want multi-vendor support and expertise will
experience no change in their existing service and support relationships.

From a consulting and professional services standpoint, Sybase's 750-person
Enterprise Services organization will expand its capabilities to include a
worldwide tools and application development practice.

Sybase, Inc.

Sybase, Inc., is the worldwide leader in client/server computing. Sybase is
focused in the four major client/server categories: databases, tools,
database systems management and interoperability, providing desktop to
enterprise scalability. The company's mission is to provide its customers
with an open, adaptable information systems architecture that enables
rapid business change. Headquartered in Emeryville, CA, Sybase is the
seventh largest independent software company in the world.

Headquartered in Concord, Mass., Powersoft develops and markets the
Powersoft Enterprise Series, the market-leading family of
database-independent, scalable client/server development tools. Based in
Waterloo, Ontario, Powersoft's wholly owned subsidiary, Watcom, is a
leading provider of high-performance application development tools and
databases, including its shrink-wrapped SQL database servers.

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

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